Celtic plc
Annual Report
Year Ended
30 June 2013
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Chairman’s Statement ..................................................................... 1
Summary of the Results ................................................................... 1
Chief Executive’s Review ................................................................. 3
Financial Review ................................................................................... 9
Directors’ Report ................................................................................ 13
Corporate Governance ..................................................................... 19
Remuneration Report ...................................................................... 23
Directors’ Responsibilities Statement ..................................... 26
Five Year Record................................................................................... 27
Independent Auditor’s Report to the Members .................. 28
Celtic Charity ......................................................................................... 29
Consolidated Statement of Comprehensive Income ......... 33
Consolidated Balance Sheet ........................................................... 34
Company Balance Sheet .................................................................... 35
Statements of Changes in Equity ................................................ 36
Consolidated Cash Flow Statement .............................................37
Company Cash Flow Statement .................................................... 38
Notes to the Financial Statements .............................................. 39
Directors, Officers and Advisers .................................................... 64
Chairman’s Statement
Ian P Bankier
SUMMARY OF THE RESULTS
Operational Highlights
Financial Highlights
Winners of the SPL
Winners of the Scottish Cup
Progression to the last 16 of the UEFA
Champions League having played 6 home
European matches (2012: 4)
30 home matches played at Celtic Park
(2012: 24)
Celtic Park selected to host the opening
ceremony for the 2014 Commonwealth Games
New 3 year shirt sponsorship contract with
Magners Irish Cider
125 Anniversary celebrations
Group Revenue increased by 47.7% to £75.82m
(2012: £51.34m)
Operating expenses increased by 15.2% to
£62.71m (2012: £54.44m)
Investment in football personnel of £9.66m
(2012: £5.24m)
Year end net cash at bank £3.76m
(2012: £2.77m net bank debt)
Exceptional costs of £1.83m (2012: £0.54m)
Profit before tax £9.74m (2012: £7.37m loss)
I am delighted to report that success on the field and, in
particular, our European campaign have contributed to a
very successful trading period.
These annual results show that in the year to end June
2013, turnover increased by £24.48m to £75.82m, which,
after operating expenses of £62.71m, produced a profit
from trading (before asset transactions and exceptional
items) of £13.10m and retained profits after tax of £9.74m,
compared to a loss of £7.37m in the previous year.
This is not only a highly satisfactory result, but represents
a five year record profit. Consistent with such a robust
financial performance, our net cash at bank position at the
year end was £3.76m, an improvement of £6.53m from the
same time last year.
Whilst the undoubted highlight of last season was
qualifying from the group stages and playing in the last
sixteen of the UEFA Champions League, it is crucial that
we were able to win the Scottish Premier League title
for the second time in a row and get another shot at
Europe. This has led to another successful qualification for
the group stages with a highly memorable win against
Shakhter Karagandy on 28 August at Celtic Park.
The momentum we build by competing in Europe
at this level in two successive years is considerable,
both financially and in terms of our player pool
development strategy.
The dynamics derived from the Board’s strategy of
developing the player pool, which I have been reporting
on over successive statements, were employed fully
throughout the financial year. We invested £9.66m in
strengthening the first team squad, compared to £5.24m
last year, and following the sales of players in the period,
we made a gain of £5.19m, compared to £3.54m last time.
Our new arrivals at Celtic Park during the financial year
included; Efe Ambrose, Tom Rogic, (on a permanent basis)
Fraser Forster, Amido Balde and Virgil Van Dijk. They were
joined by Steven Mouyokolo, Derk Boerrigter, Nir Biton
and Teemu Pukki during the summer transfer window.
Our decision, taken earlier in the financial year, not
to accept offers for key players, so that we might
maximise our chances of playing success, was a good
one in hindsight. The relevant player disposals were
made post the financial year end, during the summer
transfer window.
1
we were able to win the
Scottish Premier League title
for the second time in a row
and get another shot at Europe
Our strong financial performance has allowed us to
invest funds across a number of other important areas,
including the Youth Academy, with coaching staff, and the
Stadium, where we have embarked upon a programme of
upgrades that will be apparent this season. Our continued
investment in the Youth Academy continues to deliver
results at all levels, but special mention must be made of
our Under 20 team, who won the league and cup double.
The Academy continues to supply young players to the
first team pool.
Throughout the journey we have been hugely mindful
of our supporters, who have performed the role of the
‘twelfth’ man superbly at each and every crucial fixture,
not least of all the recent encounter with Shakhter
Karagandy. In recognition, we introduced a one off £100
award for all standard season ticket applications for season
2013/14 and this has been warmly received, with season
ticket numbers in excess of those for season 2012/13.
This year demonstrates, above all, the impact that
football success brings to Celtic plc in its current shape.
The predominant focus of the board is to sustain a robust
structure that can benefit fully from the fruits of playing
success, yet withstand the economic pressures of
today’s football environment in Scotland. The two key
elements of that structure are responsible financial
management for the long term, coupled with an
intelligent player pool strategy.
We believe that we are achieving this standard and, in so
saying, tribute must be paid to Neil Lennon, his support
team and players, the coaching staff and assistants at the
Academy, Peter Lawwell, his executive team, and all of the
staff and employees of Celtic who work enthusiastically for
this great Club.
Celtic was built on charitable foundations and we continue
to recognise the importance of that ethos and the Club’s
role in society. Throughout the year we provided the
platform for an array of charitable initiatives. Honouring
the objectives of the Club’s founders, it was fitting that, in
its 125th anniversary year, the Club continued to support
the Celtic Charity Fund, which did more for charitable and
social causes than it has ever done before.
Finally, we have enjoyed tremendous support from our fans,
sponsors, business partners and shareholders and I thank
them all.
Ian P Bankier
Chairman
23 September 2013
2
Chief Executive’s Review
Peter Lawwell
INTRODUCTION
After the groundwork laid down in previous years, season
2012/13 represented further progress for Celtic, benefiting
from our clear strategy for development and growth both
on and off the field of play.
The Club won the Scottish Premier League title by a
margin of 16 points, and achieved the double with victory
over Hibs in the Scottish FA Cup Final at Hampden Park. In
addition to our domestic success, the team qualified for
the last 16 of the UEFA Champions League following a very
successful campaign in the group stages, re-establishing
Celtic as a credible force in Europe.
Beating Barcelona in front of our own supporters
in a packed Celtic Park ranks as one of the greatest
achievements in our history. It was fitting, therefore, that
that success followed a memorable service at St Mary’s
Church in the Calton, to celebrate the Club’s
125th Anniversary.
Success on the field, and in particular the European
campaign, has contributed to a very successful trading
period, as has the continued commitment to excellence
and innovation as we continue to develop the Celtic brand
in Scotland and around the world.
FOOTBALL INVESTMENT AND OPERATIONS
Investment in the playing squad was made during the
2012/13 season, with just under £10m invested in the first
team. A number of players were acquired, including Efe
Ambrose, Tom Rogic and Fraser Forster on a permanent
basis. We enhanced the blend of youth and experience in
the squad, while a number of others progressed from the
youth academy.
The average age of the starting eleven was regularly in
the low twenties and we believe the value of the squad
has been enhanced, given our progression in Europe.
Our decision not to accept offers earlier for a number
of key players, to maximise our chances of success and
protect future income streams, was vindicated in terms
of football success.
As the Company builds on the success achieved last
season, our commitment to ongoing improvement and
investment in young talent is reflected by the arrival of
Virgil Van Dijk, Amido Balde, Steven Mouyokolo, Derk
Boerrigter, Nir Biton and Teemu Pukki during the 2013
summer transfer window. We believe that the investment
made will benefit performance in the coming season, as
we build on the strong platform constructed in 2012/13.
The investment in our Lennoxtown training facility
continues to yield benefits, helping to ensure that players
are recruited, developed and sold in the most efficient
and cost effective way possible. Continued investment
is planned to enhance the infrastructure that exists at
our Centre of Excellence, providing the best possible
resources, systems and facilities and thereby offering a
greater opportunity for football success. We have created
a world class scouting system, which is assisting player
identification and recruitment at all levels, enhanced by
the introduction of more advanced player performance
analysis. In addition, we have maintained our investment
in the sports science and medical team to ensure the best
possible medical, nutritional and performance advice.
Our Academy has also benefited from ongoing investment
in quality coaches and use of the facilities and expertise
available at Lennoxtown. Several members of our
Development and U20 teams have stepped up to the
senior squad and we plan to continue this policy, which
has delivered significant success.
YOUTH ACADEMY
In a hugely successful season on the field, Celtic won the
SPL Under 20 League by eight points, losing only one game
in the process, and winning the Scottish FA Youth Cup
in May, but more importantly a number of young players
have graduated to participate in the first team pool.
The partnership between Celtic and St Ninian’s High
School in Kirkintilloch has now completed its 4th year. This
partnership has gone from strength to strength with our
young players combining football and education. The first
intake has now seen the emergence of academy players
who have developed and played in first team matches,
including Paul George, Marcus Fraser, Joe Chalmers and
John Herron. In addition, Calum McGregor also made his
debut in our friendly fixture against Real Madrid.
For season 2013/14, 15 players will join the Club on
full time professional contracts from the U16 squad
(Intermediate Academy).
FINANCIAL PERFORMANCE
The impact of uncertainties in the world economy
over the last three years has been significant and
trading conditions generally have been extremely
difficult. However, football success can have a major
impact on reversing this trend as evidenced by our
financial performance.
In the year to 30 June 2013, turnover was £75.82m,
which is significantly up on the £51.34m reported the
previous year. Much of this improvement is due to
increased match ticket and TV revenues in connection
with our participation in the UEFA Champions League
group stages, and qualification for the last 16 of that
competition, with 30 home matches in the season in
comparison to 24 in 2011/12.
3
Beating Barcelona in
front of our own
supporters in a packed
Celtic Park ranks as one of
the greatest achievements
During the period, total operating expenses before
exceptional costs increased in comparison to the previous
year, by £8.27m (15.2%) to £62.71m. This uplift is largely
because of an increase in labour costs, mainly football
salaries and bonuses.
The weekly “Celtic Pool” continues to perform better
than most football club and charitable lottery products
in a challenging environment. Sales and marketing
initiatives are continually updated in an effort to attract
new members.
We invested £9.66m in strengthening the first team squad
during the year, which has contributed to an amortisation
charge of £5.93m in comparison to £6.37m the previous
year. In addition, we achieved a gain on sale of £5.19m
following the sale of players in comparison to £3.54m
the previous year. Exceptional costs of £1.83m compare
to £0.54m last year. These relate primarily to providing
for onerous leases in certain loss-making retail stores in
accordance with IAS 37.
Overall, the Company’s retained profit for the year to 30
June 2013 was £9.74m, compared with the previous year’s
loss of £7.37m. Further information is contained within
the Financial Review.
The match day Paradise Windfall lottery operated at Celtic
Park remains very popular. Prize money of over £3 million
has been paid out to Celtic supporters at Celtic Park since
the Windfall began in 1995, including £375,000 paid out
last season.
MERCHANDISING
Merchandising revenue for the year reached £14.98m,
12.6% up on the previous year, mainly driven by
Champions League success and 125th Anniversary
products. There were two kit launches in the period, as
in 2011/12. Like for like retail sales were 29% up on the
previous year with the relocated Glasgow Airport store in
particular performing well ahead of expectations.
TICKET SALES
2012/13 was a successful season for Ticket sales with
almost 40,000 season tickets sold with a value of more
than £13.3million.
A successful UEFA Champions League campaign
contributed to home match ticket sales of over 470,000
for a value of over £10million.
In April, the Club recognised the phenomenal support
and contribution of our fans during the year with a one
off £100 reward on the cost of all full priced adult Season
Tickets for season 2013/2014. The Club also reintroduced
the £50 kids (under 13’s) Season Ticket, as well as making
Season Tickets available for 13-16 year olds at £105 and
17-18 year olds for £186 for next season. This has been
well received by supporters and season ticket sales for
the season 2013/14 are encouraging.
CELTIC DEVELOPMENT
Celtic Development Pools remains the top football
club lottery organisation in Britain and one of the most
successful in the society/charity lotteries sector. Nearly
2 million lottery chances were sold during the 12 month
period to June 2013. Around £700,000 was donated to
Celtic Football Club’s Development Division for the
purposes of youth development and supporters from all
over the country shared almost £900,000 in prize money.
Other highlights included the release of an end of
season DVD, “125 Years in The Making”, charting the
2012/13 season. Personalised granite paving stones
were introduced this year, complementing our engraved
bricks product, and they too have been a huge success.
In addition, the “Young Hoops” Fan Club continued to
grow with several events organised for members
throughout the year.
MULTI MEDIA
Celtic TV has made good progress in the past year and
is developing its route to market by offering the service
on all iOS (Apple) devices such as iPads and iPhones.
In addition to that, its main web portal, Celticfc.TV, and
that of the Club, Celticfc.net, are under development.
The Club continues to invest in and develop its strategy
for growth and improvement in interaction and revenue
creation across all media and social media platforms,
including You Tube, Facebook and Twitter. The Club’s
season ticket renewal campaign for season 2013/14 was
concentrated around a social media initiative, which was
very successful.
Over the year, Multi Media supported many events for
the company, including the 125th Anniversary event at St
Mary’s Church attended by 1,400 people, produced three
retail DVD products and released several “Apps”, with more
planned for the next financial year.
4
PUBLIC RELATIONS
Once again, the Club experienced a high level of media
interest and activity throughout the year across domestic
and International football.
The Club’s PR Department continued to achieve and
manage a substantial level of high profile media coverage
for a range of Club activities at a national level in 2012/13,
including commercial, charitable and community events.
The PR Department also acts as an important liaison
with supporters’ organisations, assisting with supporter
enquiries, and deals with a range of initiatives ensuring
that the Club upholds its important social dimension.
BRAND PROTECTION
As the Celtic brand continues to grow, so too does the
number of rogue companies and individuals looking to
divert revenue and traffic from official club channels. By
protecting the brand on a worldwide basis, we continue
to prevent unauthorised use by third parties. This ensures
that the brand remains a valuable Club asset and helps to
combat the loss of revenue and reputation.
Over the course of last season, counterfeit goods to
the value of approximately £11 million were removed
or disrupted, along with a number of websites and
unauthorised social media profiles.
The Club continues to work closely with key partners,
including NIKE, to protect the value and global profile of
the Celtic brand, along with protecting the interests of
our supporters.
PARTNER PROGRAMME
The Club’s new shirt sponsor Magners Irish Cider, which
was concluded during the year, has been well received by
the supporter base following a successful launch of the
partnership, which will see the development of some new
and exciting fan engagement activities, leveraging the
Celtic brand in International markets.
Further, the return of Phoenix Honda as Celtic’s car
supplier and sponsor highlights the power of the Celtic
brand in delivering media value and sponsorship platforms
leading to direct sales for our partners.
During the year, the Club’s long standing relationship
with Sports Revolution continued to grow with the
launch of Stadium Live, which will see Celtic Park become
one of the first fully Wi-Fi enabled stadiums in the UK.
This progressive use of technology, combined with an
innovative mobile application, will deliver an enriched
match day experience for Celtic fans at Celtic Park.
Overall, the sponsorship landscape remains extremely
tough as the ongoing economic difficulties continue
to impact upon companies’ advertising and marketing
budgets. Despite this, the Club benefits from the ongoing
support of existing partners and we thank them for that
commitment. We continue to innovate and to pursue
new business opportunities, both domestically and
internationally, to enhance revenues.
5
STADIUM
During the course of the year, the Club continued to
enhance the close liaison through partnership working
with the Glasgow City Council Safety Advisory Group for
Sports Grounds, placing spectator safety as our highest
priority. Spectator safety is of paramount importance
and the Club recognises and values the expert advice and
support provided.
The training of colleagues responsible for public
safety duties continued to be developed. The Club’s
Matchday Safety Officers responsible for the
management of spectator safety are fully qualified and
accredited in compliance with Edition 5 of the Guide to
Safety at Sports Grounds. In addition, matchday safety
stewards are also qualified in compliance with the
‘Green Guide’. Protectevent stewards participate in an
accredited training programme leading to an SVQ Level
2 in Event Stewarding.
To enhance safety and provide assistance to our travelling
support, the Club has maintained its commitment to
providing Celtic Travel Stewards at away fixtures both
at home and abroad. The season produced a number of
spectator safety issues at away stadiums as our fans
travelled to Europe in support of the team. The Club will
continue its efforts to influence the safety of our fans
travelling in Europe with away clubs, the local authorities
responsible for public safety and UEFA.
The Club continues in its support of the work of the
Football Safety Officers Association Scotland and
recognises the importance of spreading best practice in
spectator safety management across Scottish Football.
FACILITIES
The Facilities Department have once again worked to a
high standard to ensure our supporters’ expectations are
met. Work has continued to improve infrastructure at
Celtic Park, Lennoxtown and Barrowfield. The department
continues to strive towards reducing the company’s
Carbon Footprint.
In the face of adverse weather conditions, our ground
staff managed to maintain a high calibre playing surface
with commendation from UEFA officials for its admirable
condition. The pitch has been well maintained by the
ground staff throughout the season, having held over fifty
events from Champions League matches to successful
Sponsor/Charity games.
Our facilities are widely recognised across European
football as top class and we will continue to invest to
maintain this reputation.
CATERING AND HOSPITALITY
Celtic Hospitality performed to the highest standard,
contributing significant revenues and receiving very
positive customer recognition.
With our participation in the Champions League, our profile
has been raised in the conference market with enquiries
from a number of blue chip companies.
The Visitor Centre has continued to perform well over the
season with an increase in visitors and sales compared to
previous years.
We continue to attract visitors from all over the world to
enjoy the Celtic story.
SUPPORTER RELATIONS
Our Customer Relationship Management (CRM) system
brings supporter and transactional data from many
different business areas into one database and is now an
integral part of both the Club’s and our sponsors’ marketing
activities, allowing our supporters to be contacted with
offers, news and information in a targeted and cost-
effective manner.
This summer, we appointed a Supporter Liaison and Service
Manager to act as a point of contact for supporters and
supporter groups at the Club.
CELTIC CHARITY & FOUNDATION
Celtic Charity, the Club’s charitable arm, again enjoyed
an exceptionally successful year, raising hundreds of
thousands of pounds for a range of worthy causes. The
1254125 fundraising campaign was launched in August
2012 and activities throughout the year included Kenyan
Connection 2013, Annual Sporting Dinner, 1888 Charity
Shield, Ben Nevis Huddle and two Lions Roar Again events.
The Club’s commitment to its charitable roots was
maintained in 2012/13. Celtic Charity is now in the process
of joining forces with the Celtic Foundation (a department
at the Football Club which delivers social projects in our
local communities) to establish a new, stronger Scottish
Charity with a wider role and greater reach. This new
entity, led by a new Chief Executive, will be called Celtic FC
Foundation and supporters will see further developments
in 2013/14.
HUMAN RESOURCES
Last season’s on-field successes highlighted the results
of our commitment to nurturing talent within our First
Team and Academy operations. We have endeavoured
to emulate this with the management of our people off
the field too, maintaining our Investors in People status.
In doing so, talent development has been a key area of
focus and investment over the past year and continues to
be high on the agenda for 2013/14. The latter part of last
year saw the introduction of Celtic’s Talent Development
programme, designed to assist in terms of internal
succession planning. The forthcoming months will see
the roll out of training programmes to address personal
development plans.
6
Player transfers have been an increasingly important
element of our business for a number of years.
Our strategy to invest in the Lennoxtown Football
Academy, together with related support services, was
designed to identify, recruit and develop players capable
of playing in the Champions League. The strategy has
been successful to date.
During the summer transfer window a number of new
players were acquired and Victor Wanyama, Gary Hooper
and Kelvin Wilson were sold for sums well in excess of
book value. Such gains from player transfers, together
with the revenues that will be generated from our now
secured participation in the group stages of the UEFA
Champions League, greatly assists our financial position,
enhances Celtic’s profile and provides wonderful
occasions for all fans.
The new match day bar and improved family section,
opened for this season, have both been very popular.
Over the coming year it is planned to demolish the
London Road primary school, relocate the existing ticket
office, upgrade the car parking and landscape the land at
the front of Celtic Park adjacent to Kerrydale Street.
We are also delighted that Celtic Park has been selected
to host the opening ceremony of the Commonwealth
Games in July 2014.
We continue to drive revenues and develop the Celtic
brand at home and abroad, which, together with the
ongoing management of costs, should maintain a
sustainable financial model. The discipline of good
financial management will continue. We are operating
from a position of comparative financial and football
strength, with exciting young players continuing to
make their mark in the team and assisting the generation
of value within the squad itself. The biggest challenge
facing the Board is the management of salary and transfer
costs whilst achieving playing success in order to yield
satisfactory financial results.
The return of Champions League football to Celtic
Park this season will undoubtedly provide a substantial
boost and an added incentive to maintain the progress
we have made.
Peter Lawwell
Chief Executive
23 September 2013
The Club has demonstrated its ongoing commitment to
child protection with the appointment of a dedicated
Safeguarding Officer reporting to the HR function,
ensuring we are continuing to work to the highest
standards in this important area.
Compensation and Benefits has been an additional focal
point over the past year and will continue to be over
the coming months with the introduction of Pensions
Auto-Enrolment. The Club is on track to ensuring all its
obligations are met.
In April this year, we launched our annual Colleagues’
Attitudes and Opinions Survey, which once again
provided a wealth of useful feedback. We will implement
a plan of action to address areas for improvement in the
coming months, reflecting our ongoing commitment to
employee engagement.
A number of new employees have joined us in the last
12 months, this injection of new blood bringing with it
a wealth of new thinking, knowledge and experience.
In addition, we have also seen the creation of some
important new roles within the Club, including Supporter
Liaison Officer and Social Media Officer, both of which
reflect our proactive approach to communicating with
our supporters.
SUMMARY AND OUTLOOK
Season 2012/13 was an extremely successful year for
Celtic. Neil Lennon and his management team deserve
much credit for the football success achieved. Celtic
progressed to the last 16 of the UEFA Champions League
and domestically the Scottish Premier League was
retained in addition to winning the Scottish Cup.
The football success achieved has greatly improved
trading performance, which, in addition to the gains
reported from player transactions, has resulted in
impressive financial results for the year to 30 June 2013,
with a profit of £9.74m reported despite the difficult
economic climate. Such trading has assisted with year end
net cash at bank of £3.76m, which compares favourably
with £2.77m net bank debt the previous year. This
performance has provided an ideal platform to ensure
further progress is achieved.
Trading at the beginning of the new financial year has
been encouraging. Standard season ticket numbers are
in excess of last year, following the introduction of the
one off £100 reward for all applicants. Seasonal sales of
premium and corporate tickets are at levels comparable
with last year and match ticket sales to date have been
encouraging. In addition, a contemporary new home kit,
together with a colourful away kit, have been launched
successfully in a competitive merchandise market.
Additional revenue streams continue to be sought,
particularly in respect of new media and commercial
markets. The creation of the new SPFL creates an
excellent opportunity for Scottish football to prosper,
consider new opportunities to develop and improve the
European co-efficient for Scotland.
7
8
Financial Review
Eric J Riley
BASIS OF PREPARATION AND ACCOUNTING POLICIES
As with last year, Celtic’s Financial Statements have
been prepared in accordance with International
Financial Reporting Standards (IFRS). The segmental
reporting under IFRS included in Note 3 to the Financial
Statements, is consistent with last year and identifies
3 key business segments: Football and Stadium
Operations; Merchandising and Multimedia and Other
Commercial Activities.
Merchandising reported an increase in turnover of £1.63m,
12.2% to £14.98m mainly driven by UCL success, 125th
Anniversary product and an additional six home matches
compared to the previous year.
Multimedia and other commercial activities revenue has
increased by £19.1m, 210.8% to £28.15m largely as a result
of the additional television income from progressing to
the last 16 of the UCL.
The basis of preparation and details of the main
accounting policies adopted by the Group are disclosed in
Notes 1 and 2 to the Financial Statements. These policies
have been consistently applied to both years presented.
FINANCIAL RESULTS
Celtic’s financial results for the year to 30 June 2013
are impressive particularly given the difficult economic
climate. The trading results emphasise the significant
benefits from progression in the UEFA Champions League
and maintaining tight cost control. The Group’s reported
profit of £9.74m is again a most pleasing result in a
financially demanding football sector and is a significant
improvement in respect of the £7.37m loss reported last
year. This improvement is largely as a result of increased
contribution from progressing to the last 16 of the
UEFA Champions League together with an increased
contribution from player trading.
Group revenue increased by £24.48m, 47.7% to £75.82m,
having played 30 home matches compared to 24 last
year. Total operating expenses, before exceptional costs,
have increased over the previous year by £8.27m, 15.2%
to £62.71m largely as a result of an uplift in football
labour costs.
As a result the profit from trading before asset
transactions and exceptional items of £13.10m compares
with a loss of £3.09m last year. The retained profit for the
year after exceptional operating expenses, amortisation
of intangible assets, loss on disposal of property plant and
equipment, gain on disposal of intangible assets, interest
and tax amounted to £9.74m in comparison to a loss of
£7.37m in 2012.
REVENUE
A summary of revenue per business segment is set out in
notes 3 and 4 to the Financial Statements and a detailed
analysis of performance of each operating division is given
in the Chief Executive’s Review on pages 3 – 7. The major
movements in revenue in comparison to last year are
noted below.
Income from football and stadium operations increased by
£3.75m, 12.9% to £32.69m mainly as a result of increased
match receipts, premium and corporate ticket income,
match day catering and lottery income as a result of
additional home matches and UCL progression partially
offset by a drop in standard season tickets and pre-season
match fee income.
OPERATING EXPENSES
Total operating expenses have increased over last year
by £8.27m, 15.2% to £62.71m predominately due to an
increase in labour, cost of sales, matchday costs and
additional travel and accommodation costs from playing
2 additional away European games this season.
Total labour costs increased by £6.87m, 20.3% to £40.75m
largely due to increased wage costs in football and youth
development over the previous year. The increase in
football wage costs from last year is mainly due to an
increase in base first team costs following the change in
playing personnel during the summer of 2012 together
with an increase in bonus payments particularly for
progressing to the last 16 of the UCL.
The ratio of the total labour cost to turnover at 53.7%
has decreased from the 65.9% of last year. This ratio
compares with an average of 70% recently reported for
the English Premiership in season 2011/12. Wage inflation
is an area of concern throughout the worldwide football
industry which will need to be carefully controlled. The
Board recognises the need to maintain strict control over
wage costs and this will continue to be closely monitored.
On-going financial controls remain in place to ensure
that labour costs are maintained at a manageable level,
particularly in relation to revenues.
EXCEPTIONAL OPERATING EXPENSES
Exceptional operating expenses of £1.83m (2012: £0.54m)
reflect a provision for onerous leases of £1.24m (2012: £nil)
impairment to intangible assets of £0.5m (2012: £0.3m)
and £0.09m (2012: £0.24m) in respect of labour and
other costs.
AMORTISATION OF INTANGIBLE ASSETS
Total amortisation costs at £5.93m represent a fall of
£0.44m, 6.9% in comparison to the previous year, mainly
as a result of the impairment charge in respect of
Rasmussen and Murphy at 30 June 2012 offset by the
charge uplift in respect of the players that signed for
Celtic just prior to or during the 2012/13 season including
Ambrose, Balde, Forster, Lassad, Miku, Rogic and Van Dijk
offset by the elimination of the charge in respect of players
that left during or following the end of the 2012/13 season,
including Ki, Rasmussen, Slane and Thomson together with
the reduction from not activating the break clause for
Hooper and Stokes.
9
PROFIT ON DISPOSAL OF INTANGIBLE ASSETS
The gain on sale of £5.19m largely reflects the sale of
Ki, a crystallisation of the Feruz contingent clause and
Rasmussen in comparison to the gain of £3.54m last year
mainly from the sale Hooiveld, Maloney, Jaurez and Feruz.
NON CURRENT LIABILITIES
The reduction in non-current liabilities from 30 June 2012
of £0.47m to £14.68m is largely as a result of a decrease in
the term loan and also in deferred income due after more
than one year.
LOSS ON DISPOSAL OF PROPERTY, PLANT AND EqUIPMENT
The loss on disposal of property, plant and equipment
in the year of £0.1m mainly reflects the write downs
associated with the refurbishment of the North Stand
Lounges and the multimedia offices. The loss on disposal
of £0.12m the previous year was largely as a result of the
disposal of information technology equipment and the
fixtures and fittings in closing the Edinburgh store.
CURRENT LIABILITIES
The increase in trade and other payables and in provisions
from 30 June 2012 of £0.22m to £15.29m largely reflects
the reduction in amounts payable in respect of player
transfers and trade creditors offset by an increase in
accrued expenditure, particularly the payments due under
the Company’s bonus and an increase in provisions in
respect of the onerous leases.
FINANCE COSTS
The finance costs charge for the year to 30 June 2013
of £0.70m (2012: £0.79m) reflects interest due on the
Company’s borrowing facilities with the Co-operative
Bank together with Preference Share dividends.
TAXATION PROVISION
No provision for corporation tax is required in respect
of the year ended 30 June 2013. The provisional tax
computation for accounts purposes provides tax losses
carried forward of approximately £23.44m (2012: £33.27m)
and an available capital allowance pool of approximately
£12.82m (2012: £13.99m).
The value of the deferred taxation not reflected in
the financial statements of the Group was £5.39m
(2012: £8.42m) which will be recovered to the extent of
future taxable profits of the Group.
PROPERTY, PLANT AND EqUIPMENT
The additions to property, plant and equipment in the year
of £0.96m are represented mainly by replacement cladding
for the East and West Stands, the ‘1888’ sign in the North
Stand, new multimedia offices, refurbishment of the North
Stand lounges and development of a designated family
stand concourse.
INTANGIBLE ASSETS
The increase in the net book value of intangible assets
from 30 June 2012 of £2.46m to £9.80m reflects the
investment in the playing squad of £9.66m less the
amortisation charge of £5.93m, the provision for
impairment of £0.51m and the net book value of disposals
of £0.76m. The investment in the playing squad is largely
represented by the acquisition of Ambrose, Forster, Rogic,
Lassad, Miku and Gershon during the football season
and Balde and Van Dijk following the end of the 2012/13
season. However, additional capital instalments were also
paid in respect of Hooper and Kayal.
INVENTORIES
The level of stockholding at 30 June 2013 of £1.73m is less
than the £2.16m reported last year as a result of there
being no kit launch in June compared with the black strip
being launched in June last year.
RECEIVABLES
The reduction in the level of receivables from 30 June 2012
of £1.05m to £3.93m is primarily a result of a reduction in
amounts due in respect of player transactions and Central
TV income from the SPL.
INCOME DEFERRED LESS THAN ONE YEAR
Income deferred less than one year at £9.25m compares
to the £12.73m reported last year and reflects the cash
received prior to 30 June 2013 in respect of the financial
year ended 30 June 2014. The significant reduction in
comparison to last year reflects the reduction in season
ticket prices as a result of the reward.
NET ASSETS AND FUNDING
Celtic has been consistent with prior years reports under
IFRS, which requires elements of the Preference Shares
and the Convertible Preferred Ordinary Shares to be
classified as debt and non-equity dividends to be classified
as interest.
Net cash, excluding Preference Shares and the Convertible
Preferred Ordinary Shares at 30 June 2013, is £3.76m (2012:
Net debt £2.77m) and includes all bank borrowings offset
by cash at bank and in hand. The improvement from 30
June 2012 is principally as a result of the cash generated
from trading and the disposal of player registrations in
the 12 months to 30 June 2013 being offset by capital
expenditure in respect of tangible asset additions
and instalments paid in respect of player acquisitions,
including instalments due in respect of prior period
purchases, together with dividend and interest payments.
Trading at the beginning of the new financial year has
been encouraging. In addition, the contribution from the
now secured participation in the group stages of the UEFA
Champions League together with the gains from the sale
of players in the summer transfer window will assist with
future funding requirements. An element of the funds
from the transfer of these players post year-end will be
received over the period to August 2015.
The Group has internal procedures in place to ensure
efficient cash flow and treasury management in order to
maximise return and minimise risks where appropriate.
Details of the Group’s financial instruments and debt
profile are included in Notes 20, 21, 24 to 29 to the
Financial Statements.
Eric J Riley
Financial Director
23 September 2013
10
11
12
Directors’ Report
The Directors present their Report together with
the audited Financial Statements for the year ended
30 June 2013.
PRINCIPAL ACTIVITIES
The principal activity of the Group is the operation of
a professional football club, with related and ancillary
activities. The principal activity of the Company is to
control and manage the main assets of the business whilst
the majority of operating activity is carried out by the
subsidiary, Celtic F.C. Limited. As a result, both of these
companies are managed and controlled as a single entity
in order to achieve the objectives of the Group.
RESULTS AND DIVIDENDS
Group revenue is reported as £75.82m compared
with £51.34m in 2012. Operating expenses of £62.71m
result in a profit from trading before asset transactions
and exceptional items of £13.10m (2012: £3.09m loss).
The profit before taxation amounted to £9.74m
(2012: £7.37m loss).
Dividends were paid in cash on 2 September 2013 to
those Preference Shareholders not participating in the
scrip dividend reinvestment scheme. The record date for
the purpose of the Preference Share dividend was
2 August 2013.
Mandates representing 1,351,659 Preference Shares are
in place for the scrip dividend reinvestment scheme.
Approximately £43,427 (2012: £44,364) of dividends for the
financial year to 30 June 2013 will be reinvested. 75,922
new Ordinary Shares were issued under the scheme at the
beginning of September 2013.
The scrip scheme was extended at the AGM in October
2009 until 29 October 2014.
The Directors do not recommend the payment of an
Ordinary Share dividend.
SHARE CAPITAL
Details of and changes to the Company’s authorised and
issued share capital are set out in Note 22 to the Financial
Statements.
FINANCIAL INSTRUMENTS
Details and changes to the financial instruments used
by the Group are included in Note 29 to the Financial
Statements.
RISKS AND UNCERTAINTIES
The principal risks and uncertainties that the Board
considers are associated with running a professional
football club such as Celtic are set out below.
There are many inherent uncertainties in professional
football due to the nature of the game. These also are part
of the attraction of the sport, with unpredictably of match
outcome being part of the entertainment factor. These
risks are included within a risk matrix, which is regularly
reviewed internally and with the Audit Committee on
behalf of the Board, and updated as necessary.
The risk matrix evaluation identifies types of risk, the
likelihood of the identified risk occurring, the potential
impact it may have on the Group if it did occur, and the
steps that have been or should be taken to reduce the
likelihood of occurrence and mitigate the impact if it did
occur. The individuals responsible for managing these
risks are identified and the steps required to be taken are
subject to internal audit verification.
Although the Company’s operations are managed so as
to reduce the likelihood of these events occurring and to
mitigate their potential impact if they did occur, it is not
possible to eliminate these risks entirely.
The Directors consider that the principal risks to the
performance of the business continue to fall under the
following headings:
The profit of £9.74m has been taken to reserves.
(i)
Player transfer market and wages
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
As the Company and its principal subsidiary are managed
and controlled as a single entity, the review of business
and future developments, which is set out in the Chief
Executive’s Review and the Financial Review, reflects
the performance of the Group. A separate review of the
Company would not be meaningful and is therefore not
presented.
EVENTS SINCE THE YEAR END
Celtic acquired the permanent registrations of Amido
Balde and Virgil Van Dijk after the end of the 12/13 football
season but prior to the Financial year end. Since 30 June
2013, Celtic has acquired the permanent registrations of
Stephen Mouyokolo, Derk Boerrigter, Teemu Pukki and Nir
Biton. The registrations of Victor Wanyama, Gary Hooper
and Kelvin Wilson were disposed of on a permanent basis,
with those of Callum MacGergor, Jackson Irvine and Tony
Watt placed on loan.
Due to the application of football regulations
the opportunity to acquire or dispose of player
registrations occurs, subject to limited exceptions, only
during 2 registration windows of specified duration
each year. The time pressures that arise in the run-up
to the closure of the windows can have an impact on
the outcome of negotiations. Players are readily mobile,
particularly when out of contract or nearing the end
of their contracts, and have transferable skills and so
the range of possible clubs willing to engage the player
can be extensive, particularly where he is very talented.
Changes in football managerial appointments can also
influence player demand, with certain players, or styles
of play, favoured by some managers more than others.
Injuries and suspensions also affect player value and
the willingness of clubs to release players for sale. The
availability of players can change at very short notice.
13
(v)
Financial Risk
At 30 June 2013, the Group has access to a debt
facility of £33.19m provided by the Co-operative
Bank plc. The composition and utilisation of the
debt is outlined at Notes 24 and 29 to the Financial
Statements. Given the current economic climate the
availability and utilisation of such facilities is closely
monitored.
The Group is exposed to financial risk through its
financial assets and liabilities. The key financial
risk is that the proceeds from financial assets are
not sufficient to fund the obligations arising from
liabilities as they fall due. The most important
components of financial risk are interest rate risk,
currency risk, credit risk, liquidity risk, cash flow
risk and price risk. Due to the nature of the Group’s
business the financial risks that the Directors consider
particularly relevant to the Company are credit risk,
interest risk, currency risk and liquidity risk.
Further information is provided in Note 29 to the
Financial Statements as to how the Group addresses
these risks.
Each of the headings mentioned is influenced significantly
by factors beyond the control of the Group. Substantial
increases in transfer fees or player wages, or significant
decline in ticket sales or attendances, or in revenues from
broadcasting and football competitions could have a
detrimental impact on financial performance.
KEY PERFORMANCE INDICATORS
The Group monitors performance against the following
key performance indicators:
• Football success
• Match attendance statistics
• Sales performance per division
• Wage and other costs
• Capital expenditure
• Profit and cash generation
A detailed review of performance of the Group and each
operating division is given in the Chief Executive’s Review
on pages 3 to 7.
Player wages are subject to market forces with wage
levels in some countries, particularly in those leagues
with lucrative broadcasting contracts, significantly
exceeding those available in others.
Consequently, all transactions are affected by a series
of variable factors which result in the market being
unpredictable.
(ii) Season ticket revenues
Significant revenue is derived from the sale of season
tickets. External economic conditions can affect
supporters’ disposable income and there is a risk that
the season ticket is treated as a dispensable luxury
rather than a necessity. The quality of the team, the
entertainment on offer, the level of success from
preceding seasons, the opposition that the club may
face in the season, together with pricing all have an
effect on purchasing decisions. Many of these factors
are beyond the control of the Group.
(iii) Match day attendances
Substantial income is derived from match day
ticket sales and the provision of various products
and services on match days, including programmes,
merchandising, hospitality and catering. Donations
from Celtic Pools, particularly in relation to a
proportion of match day lottery ticket sales, are also
important.
Poor football results, the nature and quality of
opposition, and bad weather can lead to a drop in
attendances. A perception that there are empty seats
also affects the purchase of future season tickets in
that supporters may elect to buy a match ticket when
desired and run the risk of non-availability, rather
than guarantee a seat by purchasing a season ticket.
(iv)
Revenues from broadcasting contracts and football
competitions
The Scottish Professional Football League sells
domestic broadcasting rights centrally. The Group
is entitled to a share of SPFL revenues determined
by reference to league position. The value of
broadcasting contracts can vary, although these are
generally entered into for several years at a time
and may be subject to conditions over which the
Group has little, if any, control. Participation in other
competitions, such as UEFA Champions League or
UEFA Europa League, also leads to additional revenue
being paid. The extent of this revenue depends on the
competition, the level of advancement in the relevant
competition, whether there are any other Scottish
participants, and the size of the Scottish domestic
television market. The revenue available is dependent
on participation and therefore determined on the
basis of football results, which cannot be guaranteed.
14
15
DIRECTORS AND THEIR INTERESTS IN THE COMPANY’S
SHARE CAPITAL
The Directors serving throughout the year and at
30 June 2013 and their interests, including those of
connected persons, in the share capital of the Company
were as follows:
30 June 2013
1 July 2012
No. of
Convertible
Preferred
Ordinary
Shares of £1
each
-
-
No. of
Convertible
Cumulative
Preference
Shares
of 60p each
No. of
Convertible
Preferred
Ordinary
Shares of
£1 each
-
-
-
-
No. of
Ordinary
Shares
of 1p each
3,357,505
30,000
No. of
Ordinary
Shares
of 1p each
3,357,505
30,000
No. of
Convertible
Cumulative
Preference
Shares
of 60p each
-
-
8,000,000
32,772,073
5,131,300
8,000,000
32,772,073
5,131,300
-
-
1,600
8,000
-
229,694
356,000
505
77,805
3,000
-
-
500
5,000
500
-
-
1,600
8,000
-
229,694
356,000
505
77,328
3,000
-
-
500
5,000
500
Name
T Allison
I Bankier
D Desmond
B Duffy
P Lawwell
I Livingston
E Riley
B Wilson
No changes in Directors’ shareholdings between
30 June 2013 and 20 September 2013 have been reported
to the Company.
Brief biographical details of the Directors serving as at 30
June 2013 are as follows:
Thomas E. Allison (65) has been a non-executive
Director since September 2001. He is Chairman of
the Remuneration Committee and a member of the
Nomination Committee. Mr Allison is the nominated
Senior Independent Director. He is Chairman of Peel Ports
Limited and a director of a number of other companies
within the Peel Ports Group. He is Chairman of Tulloch
Homes Group Limited, a non-executive director of
Sunseeker Yacht Group Limited and Pinewood
Shepperton plc, an ambassador for The Prince and
Princess of Wales Hospice in Glasgow and a member
of the Council of CBI Scotland.
Ian P. Bankier (61) was appointed to the Board as an
independent non-executive director on 3 June 2011
and became Chairman on 14 October 2011. Mr Bankier
is Executive Chairman of Glenkeir Whiskies Limited, a
company he substantially owns. Glenkeir operates The
Whisky Shop chain, which is the UK’s largest specialist
retailer of whiskies. He has been involved in the Scotch
whisky industry for over 20 years having been Managing
Director of Burn Stewart Distillers PLC and Chief Executive
of CL World Brands Limited. Mr Bankier’s formative career
was as a solicitor and he was a partner of McGrigors for 15
years, where he specialised in corporate law. Mr Bankier is
a member of the Remuneration Committee and chairs the
Nomination Committee.
Dermot F. Desmond (63) has been a non-executive
Director of the Company since May 1995. He is the
Chairman and founder of International Investment and
Underwriting (IIU), a private equity company based in
Dublin. Through IIU, he has investments in a variety
of start-up and established businesses worldwide, in
the areas of financial services, technology, education,
information systems, leisure, aviation, health and sport
(including Celtic FC). He also promoted the establishment
of a financial services centre in Dublin in 1986. Today more
than 500 companies trade from the IFSC.
Brian Duffy (59) joined the Board in February 2010.
Mr Duffy was educated in Glasgow and qualified as a
Chartered Accountant in 1976. He has held a variety of
senior posts in the clothing and consumer goods sectors,
most recently with the Polo Ralph Lauren Corporation,
which he joined as President and Chief Operating Officer,
Europe in 2003. He became Group President, Europe in
2008 and retired in March 2012. Mr Duffy is a member of
the Audit and Remuneration Committees.
Peter T. Lawwell (54), Chief Executive, joined the Company
in October 2003 from his position as commercial director
with Clydeport plc. Previously he held senior positions with
ICI, Hoffman-La-Roche and Scottish Coal. During the year
Mr Lawwell served as a member of the Professional Game
Board of the Scottish Football Association. On Monday
2 September 2013 he was appointed to the Board of the
Scottish Football Association as a representative for the
professional game in Scotland.
16
Lord Livingston of Parkhead (49) was appointed to the
Board as an independent non-executive director in
October 2007 and chairs the Audit Committee. Lord
Livingston was Chief Executive of BT Group plc until
September 2013, having also served as chief executive of
BT Retail and as Group Finance Director. Lord Livingston
has also previously been Group Finance Director of Dixons
Group plc and a non-executive director of Ladbrokes plc
(formerly Hilton Group plc). He qualified as a Chartered
Accountant in 1987. He will become Minister for State for
Trade and Investment from December 2013.
Eric J. Riley (56) is the Financial Director and joined
the Company in August 1994. Mr Riley is a chartered
accountant and has executive responsibility for
operational areas of corporate strategy and finance. During
the year Mr Riley served as a member of the Board of the
Scottish Premier League Limited, which was renamed the
Scottish Professional Football League Limited in July 2013.
During the year Mr Riley was also a member of the Finance
Committee of the European Club Association.
Brian Wilson (64) was appointed as a non-executive
Director in June 2005. Formerly a Member of Parliament,
Mr Wilson also held several ministerial posts during his
political career. He is an experienced journalist and writer
and a director of several private companies. In 2011,
he was named UK Global Director of the Year by the
Institute of Directors and was recently appointed a Trade
Ambassador for the UK Government.
POLICY ON APPOINTMENT OF NON-EXECUTIVE DIRECTORS
The Nomination Committee reviews potential
appointments to the Board and makes recommendations
for consideration by the Board. Re-appointment of
directors is not automatic. When a position becomes
or is likely to become available, the Board, through the
Nomination Committee, seeks high quality candidates
who have the experience, skills and knowledge which will
further the interests of the Company and its shareholders.
The terms of reference of the Nomination Committee are
published on the Company’s website.
RETIREMENT, ELECTION, AND RE-ELECTION OF DIRECTORS
In accordance with the Articles of Association of
the Company, Eric Riley and Peter Lawwell retire by
rotation. Each being eligible, each Director offers himself
for re-election.
Tom Allison and Dermot Desmond have each served more
than 9 years as non-executive directors and in accordance
with Rule B.7.1 of the UK Corporate Governance Code,
each retires and offers himself for re-election.
The Board has reviewed the performance of each of these
individuals and is satisfied that they continue to meet the
high standards expected of Directors of the Company.
A statement as to the Board’s view of the independence of
Tom Allison and Dermot Desmond is set out at page 19 of
this Report.
The Directors recommend that Tom Allison, Dermot
Desmond, Eric Riley and Peter Lawwell be re-elected as
Directors of the Company.
During the year the Company maintained liability
insurance for its Directors and officers.
SUBSTANTIAL INTERESTS
In addition to the Directors’ interests set out above, the
Company has been notified or is aware of the following
interests of over 3% in its issued Ordinary Share capital as
at 20 September 2013:
Percentage
of Issued
Ordinary
Share
capital
Ordinary
Shares
of 1p each
Registered Holder
Christopher Trainer
9,757,384
10.69
Bank of New York
(Nominees) Limited
James Mark Keane
8,326,894
5,909,847
9.12
6.48
In addition to the Directors’ interests as set out above,
the Company has been notified or is aware of the
following interests of over 3% in the issued Convertible
Preferred Ordinary Share capital:-
Convertible
Preferred
Ordinary
Shares
of £1 each
Percentage
of Issued
Convertible
Preferred
Ordinary
Shares
1,600,000
625,000
509,010
11.55
4.51
3.67
500,000
3.61
Registered Holder
Telsar Holdings SA
Depfyffer and Associes
Hanom 1 Limited
Vidacos Nominees Limited
Bank of New York
(Nominees) Limited
DONATIONS
The Group made direct charitable donations of £14,360
(2012: £15,094), which in both years was represented by
the costs of hosting the Celtic Charity Fund annual dinner.
CREDITORS PAYMENT POLICY
It is the Group’s policy to pay creditors within the terms
agreed when the contract of supply is made, to the
extent that the creditors have fulfilled and performed
their contractual obligations. Where no terms are agreed,
creditors are paid within thirty days of the month end in
which the invoice is received. The ratio expressed in days
between amounts invoiced to the Group by its suppliers
in the year and the amounts owed to its trade creditors at
the end of the year was 35 days (2012: 36 days).
GENERAL GROUP AND COMPANY POLICIES
Employee Communications
Colleagues at all levels are kept informed regularly of
matters that affect the progress of the Company and Group
and may be of interest. Press and media announcements
are circulated throughout the business. Members of
senior management also meet formally with employee
representatives nominated by all business units to consult
on business development, safety and operational matters.
17
Accident statistics are collated and reported at
management, executive and Board meetings.
INFORMATION SUPPLIED TO AUDITOR
So far as each of the Directors is aware at the time the
annual report is approved:
1 there is no relevant audit information of which the
Company’s auditors are unaware; and
2 each Director has taken all steps that he ought to have
taken to make himself aware of any relevant audit
information and to establish that the auditors are
aware of that information.
AUDITOR
At the Annual General Meeting on 16 November 2012 PKF
(UK) LLP were re-appointed as auditor to the Company.
PKF (UK) LLP, following merger with BDO LLP, resigned as
the Company’s auditors on 7 June 2013 and BDO LLP were
appointed as auditor of the Company on that date.
GOING CONCERN
The Company’s business activities, together with
the factors likely to affect its future development,
performance and position are set out in the
Directors’ Report.
The financial position of the Company, its cash flows,
liquidity position and borrowing facilities are described
in the Financial Review. In addition, Note 29 to the
Financial Statements includes the Company’s objectives,
policies and processes for managing its capital; its
financial risk management objectives; details of its
financial instruments; and its exposures to credit risk
and liquidity risk.
The Company has considerable financial resources
available to it, together with established contracts with
a number of customers and suppliers. As a consequence,
the Directors believe that the Company is well placed
to manage its business risks successfully despite the
continuing uncertain economic outlook.
The Directors have a reasonable expectation that
the Company has adequate resources to continue in
operational existence for the foreseeable future. Thus
they continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
BY ORDER OF THE BOARD
Michael Nicholson
Secretary
23 September 2013
The Group operates a detailed annual appraisal system for
most regular employees. This provides the opportunity
for feedback and comment. An annual bonus scheme is
operated in conjunction with the appraisal system. Details
of this are set out in the Remuneration Report.
Employment Policies
The Company and its subsidiaries are all equal opportunity
employers and committed to positive policies in
recruitment, training and career development for all
colleagues (and potential colleagues) regardless of marital
status, religion, colour, race, ethnic origin or disability.
A registration is maintained with Disclosure Scotland.
Full consideration is given to applications for employment
by disabled persons where the requirements of the job
can be adequately fulfilled by a disabled person. Where
existing colleagues become disabled it is the Group’s
policy, where practical, to provide continuing employment
under similar terms and conditions and to provide training
and career development. Recognition from Jobcentre Plus
has been maintained, with retention of the right to use
the “Positive about Disabled People” logo.
Investors In People status continues, with good practice in
relation to pregnant employees also commended through
the Tommy’s accreditation.
Social Responsibility
The Company is proud of its charitable origins and
operates policies designed to encourage social inclusion.
These are referred to in the Chief Executive’s Review.
Waste paper and materials are recycled where possible and
efforts are being made to reduce paper use and energy
and water consumption through the use of more efficient
printers, improved system controls and monitoring.
CELTIC CHARITY FUND
Formed in 1995 as an independent charitable trust, with
its own Trustees and separate accounting requirements,
Celtic Charity Fund formalised the Club’s support of
charitable causes, based on Brother Walfrid’s founding
principles. As a separate and independent entity, the
Charity Fund’s financial results are not consolidated with
the Company or Group accounts.
HEALTH AND SAFETY
All companies within the Group operate strict health and
safety regulations and policies. The requirements of the
Green Guide on Safety at Sports Grounds (5th Edition) are
adhered to, and the Company obtains its Safety Certificate
each year from Glasgow City Council only after rigorous
testing and review. Celtic seeks to achieve consistent
compliance at all levels with the Health and Safety at Work
etc Act 1974 and associated regulations.
Senior executives meet regularly with employee
representatives under the auspices of a Health and
Safety Steering Group and with an independent external
expert. The Steering Group is charged with day-to-day
monitoring of health and safety and working practices
and the creation and implementation of risk assessments
throughout the business. Training is provided throughout
the year on health and safety issues.
18
Corporate Governance
CORPORATE GOVERNANCE
The Company’s 3 main classes of share – Ordinary,
Convertible Preferred Ordinary and Preference - continued
to be listed throughout the year on the AIM market
operated by the London Stock Exchange.
Although not obliged under the AIM Rules to do so, the
Board continued to apply the UK Corporate Governance
Code (“the Code”) during the year and to report on the
basis of the principles contained in it.
The Group has complied with the provisions of the Code in
force for the accounting period ended 30 June 2013.
Board of Directors
As at 30 June 2013 the Board of Directors consisted of
a non-executive chairman, five other non-executive
Directors and two executive Directors.
Tom Allison remains the Senior Independent Director.
All Directors stand for election at the first opportunity
arising after appointment, and for re-election at least
every three years after that. Directors who have held office
for more than 9 years retire annually. This approach will be
applied at the forthcoming AGM for Dermot Desmond and
Tom Allison.
Key decisions, including financial policies, budgets,
strategy and long term planning, major capital
expenditure, material contracts, risk management and
controls, health and safety and the appointment of the
Company’s principal external advisers, directors, football
manager and senior executives are all subject to Board
approval. A list of matters reserved exclusively for decision
by the Board is maintained and applied. Compliance is
monitored by the Company Secretary.
The Company’s executive management are delegated
with authority to enter into and implement contracts
authorised by the Board or otherwise falling within
specified authorisation levels, conduct the Company’s
day-to-day operations and implement Board decisions and
general strategy. Detailed written reports are provided
at each Board meeting by the Chief Executive and the
Financial Director and otherwise as needed or requested.
Formal Board meetings are held regularly throughout
the year. Occasionally decisions require to be made at
a time when a meeting is not due to be held. In such
circumstances meetings can be held by telephone
conference or proposals are circulated to the Board
members for individual approval.
Independence
The Board has assessed the independence of each of the
non-executive Directors, other than the Chairman, taking
account of the factors stated in the Code.
Dermot Desmond has completed more than nine years’
service and has a substantial shareholding. However, in
accordance with paragraph B.1.1 of the Code, the Board
has considered whether the director is independent
in character and judgement and whether there are
relationships or circumstances, which are likely to affect,
or could appear to affect, the director’s judgement.
Accordingly, the Board is satisfied that in his work for
and support of the Company, Mr Desmond displays
independence of mind and judgement and objectivity in
the contribution he makes, notwithstanding the level of
his shareholding and his length of service.
Furthermore, Tom Allison has completed more than nine
years’ service and has a substantial shareholding. Again,
having considered the tests stated in the Code and his
contribution to the Board and Company throughout the
year, the Board is also satisfied that Mr Allison remains
independent, notwithstanding these factors.
The Board has therefore determined that all of the non-
executive Directors were independent throughout the
year and continue to be so. The Code advises that the
test of independence is not appropriate in relation to a
company chairman.
The non-executive Directors do not participate in
Company share option schemes, pension plans or the
bonus scheme. Save for individual shareholdings, none of
the Directors has a financial interest in the Company.
Directors declare any conflicts of interest in advance
of meetings and if such a conflict arises, the Director
concerned does not participate in that element of the
meeting or decisions relating to it.
Review of Director Performance
The Board has conducted an evaluation of its performance
and that of its Committees, the Chairman and each of the
non-executive Directors. This was done principally by way
of individual discussions with the Chairman. The results
have been considered by the Board, and comments noted.
The performance of the Chairman was discussed by the
Board without the Chairman being present.
All non-executive Directors were considered to have
met the high standards expected of a Director of the
Company. Where any training or development need arises
or is identified, the Company will fund attendance at
relevant seminars and courses.
The performance of executive Directors is evaluated
formally by the Remuneration Committee against specific
objectives set in the financial year.
19
20
Attendance
Seven formal Board meetings were held during the year.
The Audit Committee and Remuneration Committee each
met three times. The Nomination Committee met once.
All of the Directors serving during the year attended
all Board and Committee meetings which they were
eligible to attend, with the exception that Mr Desmond
was represented by his alternate at all Board and Audit
Committee meetings that he was eligible to attend and
consequently did not attend those meetings personally.
The Chairman speaks with Mr Desmond before Board
meetings as well as regularly with all Directors and where
they are unable to attend or be represented at a meeting,
establishes and communicates their views on the business
of the meeting, on their behalf.
The Board is supplied in a timely fashion with appropriate
information.
All Directors are entitled to seek professional advice, at
the Company’s expense, to assist them in the performance
of their duties. The Directors also have access to the
advice and services of the Company Secretary.
Board Committees
The Board has three standing committees to which
certain responsibilities are delegated, namely:
Audit, Remuneration and Nomination. Each Committee
has written terms of reference published on the
Company’s website.
Only independent non-executive Directors are entitled to
sit on the Audit and Remuneration Committees with the
exception that the Chairman sits on the Remuneration
Committee. Executive Directors, the Company Secretary
and other executives and advisers attend Committee
meetings as required, but are not Committee members.
Audit Committee
Ian Livingston, Dermot Desmond, Brian Duffy and
Brian Wilson served on the Committee during the year.
Mr Livingston chairs the Committee.
The external auditor, Company Secretary, Financial
Director, internal auditor and other members of the
accounting team attend routinely. Business is also
conducted without executive Directors and the auditors
being present, when appropriate.
The Audit Committee has a number of key roles, including:
1 review of Group’s accounting policies, internal controls
and financial reporting;
2 risk management and business continuity planning;
3 monitoring the scope, quality and independence of the
external and internal audit functions; and
4 appointment and fees of the external auditors.
The auditors are required to disclose any potential
conflicts, contracts with the Company and non-audit work
conducted by them. This was done prior to re-engagement
and was discussed with the Audit Committee. For work
carried out during the year, the fees are listed at note 6 of
the accounts.
The Audit Committee, on behalf of the Board, was
satisfied that audit objectivity and independence had
been maintained during the year. Audit partner rotation
occurs at least once in each 5-year period, with separate
partner review.
Remuneration Committee
Tom Allison chairs this Committee, with Brian Duffy,
Brian Wilson and Ian Bankier all serving during the year.
The Remuneration Committee determines the terms
of engagement and remuneration of the Company’s
executive Directors and Company Secretary on behalf of
the Board. The objectives of the executive Directors are
approved by the Committee and performance against
these reported to the Board. The Committee
also monitors the Company’s executive share option
scheme and implementation of other executive
and employee incentive and bonus schemes. The
Remuneration Report is set out in detail on pages 23 to 25.
Nomination Committee
This Committee comprises Ian Bankier as Chairman,
Dermot Desmond and Tom Allison. It meets as necessary,
principally to consider and recommend new appointments
to the Board and senior positions in the Company for
succession purposes. The Committee met once during the
financial year.
INVESTOR COMMUNICATION
Matchday events and investor dinners are used as
informal methods of communicating with major
shareholders. A number of the Company’s major
shareholders attend matches regularly and have the
opportunity to meet the Board and any new Director.
The Annual General Meeting in particular is used to
encourage participation of shareholders. At each of these
events shareholders are invited to ask questions and to
meet with the Directors informally.
Regular consultation meetings also take place with
supporters’ associations, supporter clubs, shareholder
groups and customer groups on general issues, as well as
on specific proposals. The Company’s website is used to
provide information on an ongoing basis and the Group
Financial Statements and other information are published
there shortly after release.
21
REPORTING AND INTERNAL CONTROLS
The Board’s Review of Internal Control
Risk management, compliance and internal control
programmes are approved, monitored and reviewed
by the Audit Committee throughout the year on behalf
of the Board. The results of these programmes are
reported to the Audit Committee in detail at its meetings
and then communicated to the Board at the next
following Board meeting.
The Board is satisfied that there is an ongoing and
effective process for identifying, assessing and managing
all significant risks facing the Group.
Internal Financial Control
The Board has ultimate responsibility for ensuring that
a balanced and understandable assessment of the
Group’s financial position and prospects is presented.
The Annual Report and Financial Statements are an
essential part of this presentation. The Directors are
committed to achieving high levels of financial disclosure
within the confines of preserving the Group’s competitive
position, maintaining commercial confidentiality and
managing accompanying administrative burdens in a
cost-effective manner.
The internal financial control procedures are designed
to give reasonable but not absolute assurance that the
assets of the Company and the Group are safeguarded
against material misstatement or loss and that proper
accounting records are maintained. The Group employs
an internal auditor who attends and reports at each Audit
Committee meeting.
The key features of the control environment are as follows:
• The work undertaken within the Internal Audit function
is consistent with previous years and covers the key risk
and systems of control within the business.
• In addition to an ongoing assessment of the
effectiveness of the Company’s system of internal
financial controls, a framework is in place to plan,
monitor and control the Group’s activities including an
annual budget and a rolling 5-year planning process.
• An annual review process is in place to consider the
financial implications of significant business risks
upon the business. Regular meetings of the Business
Continuity Team take place throughout the year.
• A comprehensive internal forecasting process is in place
and updated on a regular basis. Monthly management
accounts are produced and significant variances from
budget and forecast are investigated.
The effectiveness of the system of internal financial
control takes account of any material developments that
have taken place in the Group and in applicable rules and
legislation. The review is currently performed on the basis
of the criteria in the Turnbull Guidance.
22
Remuneration Report
This Report has been approved and adopted by the
Remuneration Committee and the Board.
There are several main elements to the Company’s
executive remuneration packages:
The Remuneration Committee
The Committee has formal terms of reference, which are
published on the Company’s website. The Committee
members serving during the year are identified on page 21.
As part of its continuing commitment to provide
meaningful information to shareholders, this report
continues to contain data that the Board and
Remuneration Committee have elected to disclose, even
although the Company is not obliged by law or the AIM
Rules to make all of that information available.
Remuneration Policy
The Company has complied with the UK Corporate
Governance Code during the year in connection with
executive remuneration in force during that time.
The main objective of the Company’s remuneration policy
remains to attract, retain and motivate experienced
and capable individuals who will make a significant
contribution to the Group’s success but, taking account of
the marketplace, without paying more than is reasonable
or necessary. Account is taken of remuneration packages
within other comparable companies and sectors,
particularly other large football clubs, the Group’s
performance against budget in the year and against actual
performance from year to year. Specific corporate and
personal objectives are used for executive Directors and
certain senior executives. A similar appraisal system is also
applied to most regular employees throughout the Group.
The Committee obtains advice from the Company
Secretary, from independent research reports and from
the published accounts of a number of other companies.
No external consultants were used during the financial
year on remuneration matters.
The service contracts of executive Directors can be
terminated on no more than one year’s notice and
do not provide for pre-determined compensation on
termination, or for loss of office. Compensation due, if any,
is determined by reference to the applicable notice period
and reason for termination.
The Group operates an annual bonus scheme for most
of its regular employees in order to encourage out-
performance, motivate, and retain staff. The scheme is
reviewed each year by the Committee, and monitored to
ensure fairness and consistency in application. Changes
are made when considered appropriate, or to reflect
changes in the Group’s performance or business plan.
Remuneration of Executive Directors and Senior Executives
Payments made to Directors in the financial year are set
out on page 25.
Basic salary and benefits
The Committee reviews basic salaries for executive
Directors and certain senior executives annually. The salaries
of senior members of the football management team and
senior players are considered directly by the Board.
Benefits for executive Directors include a fully expensed
car or equivalent non-pensionable car allowance, private
medical insurance, pension contributions and critical illness
cover. These benefits may be, but are not automatically,
extended to senior executives. Those receiving such
benefits are assessed for income tax on them.
The Company allows all regular employees a discount on
Company merchandise and products.
Annual Performance Related Bonus Scheme
The Group operates a bonus scheme for executive
Directors and most full and part-time employees on
regular contracts, with the following key objectives:
1
Improving and sustaining the financial performance
of the Group from year to year;
2 Delivering and enhancing shareholder value;
3 Enhancing the reputation and standing of Celtic;
4 Delivering consistently high standards of service to
Celtic and its customers; and
5 Attracting, retaining and motivating talented
individuals whose skills and services will enable Celtic
to meet its strategic objectives.
Performance conditions cover corporate financial
performance and personal objectives. Corporate financial
performance includes performance against budget and
against the previous year’s results. Maximum award levels
depend upon seniority and contractual entitlements,
ranging from 20% of basic salary to 60% of basic salary.
The Committee reviews the bonus scheme structure and
the corporate performance conditions each year. Bonus
payments are not pensionable.
Football players, the football management team and
football backroom staff are subject to separate bonus
schemes that reward on-field success.
Pension
The Company operates a Group pension plan, with
defined contributions, in which several senior executives
and a number of other employees participate. Pension
contributions for the Financial Director and Chief
Executive are made to independent pension providers.
Stakeholder arrangements are available to qualifying
employees. The Company does not operate any defined
benefit (final salary) schemes.
23
Share options
The Celtic plc Executive Share Option Scheme
(“the Scheme”) expired in December 2004, having been in
place for ten years. No further grants of options can be
made under it. Options already granted, unless exercised
or lapsing earlier, lapse on the tenth anniversary of the
date of the grant.
The only Director participating in the Scheme is
Mr Lawwell.
Performance Conditions
All outstanding options are exercisable in total only after
three years from the date of grant and provided that over
three consecutive financial years:
1 the increase in market value of the Company’s shares
would place the Company in the top one third of
companies within the Leisure, Entertainment and
Hotels sector of the FTSE; and
2 if the percentage growth in earnings per share over
three consecutive financial years exceeds percentage
growth in RPI over the same period by an average of at
least 3% per year.
The performance criteria stated above were regarded at
the time of grant as a challenging test of comparative
financial performance, with a view to securing consistent
growth and shareholder return against the sector.
Option Grants
2003 Grant
Options over Ordinary Shares of 1p were granted under
the Scheme on 27 October 2003 to Mr Lawwell, at an
option price of 51p. These were also adjusted in the year
to 30 June 2007 to reflect the dilutive impact of the
December 2005 share issue. No options from this grant
lapsed during the year. The total number outstanding at
30 June 2013 was 722,889 (2012: 722,889).
Details of the options held by executive Directors are
summarised below.
Service Agreements
Executive Directors
Chief Executive
Mr Lawwell’s service contract commenced on 25 October
2003. It continues subject to 12 months’ notice by him
to the Company or by the Company to him. For the
financial year to 30 June 2013, Mr Lawwell continued
to be entitled to a maximum payment under the
Company’s bonus scheme of 60% of basic salary, if all
performance conditions were satisfied. Mr Lawwell served
on the Professional Game Board of the Scottish Football
Association during the year. No fee is payable for this post.
The Remuneration Committee decided to make an
additional bonus award to Mr Lawwell, on an ex gratia
basis, for the financial year having taken account of the
scale of incremental value delivered for the benefit of the
Company through fulfilment of the objectives set for him.
Financial Director
Mr Riley’s service contract commenced on 19 August 1994
and continues subject to termination on twelve months’
notice from the Company, or three months’ notice from
Mr Riley. Mr Riley is entitled to a maximum payment under
the Company’s bonus scheme of 50% of basic salary, if all
performance conditions are satisfied. Mr Riley served as a
director of the Scottish Premier League Limited, renamed
as Scottish Premier Football League Limited on 5 July
2013. No fee is payable for this post.
Termination by the Company of the contracts of these
Directors on shorter notice than provided for in the
contracts, other than for misconduct or material breach,
would be likely to create a requirement for payment of
compensation related to the unexpired element of the
notice periods.
Balance at
1 July 2012
Number
(Adjusted)
Exercise
Price
(Adjusted)
Grants
2012/2013
Exercised/
Lapsed
2012/2013
Balance at
30 June
2013
Class
Option
Period
P Lawwell
722,889
41.5p
-
-
722,889
Ordinary 1p
Oct 2006/13
The closing market price of Ordinary Shares on 30 June 2013 was 56.0p (2012: 34.5p). The closing price range during the year was 34.0p to 66.0p.
24
Non-executive Directors
Individual letters govern the appointments of the
Chairman and the non-executive Directors. Typically,
non-executive Directors are appointed for an initial
period of three years and are expected to serve for at
least two three-year terms but appointments may be
extended beyond that at the discretion of the Board, and
subject to re-appointment by shareholders in accordance
with the Articles of Association. These appointments
are terminable immediately on written notice, without
requirement for payment of compensation.
Unexpired periods of service for non-executive Directors
as at 30 June 2013:
Ian Bankier
First term
1 year remaining
Brian Duffy
Second term 2 years and 5 months remaining
Ian Livingston Second term 2 years and 5 months remaining
Brian Wilson Third term
11 months remaining
Tom Allison and Dermot Desmond each retire annually.
Remuneration of Directors
Directors’ remuneration and benefits for the year to 30
June 2013 are set out in the table below.
Remuneration of non-executive Directors is for service
on the Board and its Committees and is reviewed by the
Board as a whole each year against fees in comparable
companies of a similar size and taking account of overall
financial performance of the Company.
Non-executive Directors’ fees have remained static since
July 2007. The post of Chairman of the Audit Committee
carries an additional fee of £5,000 per year, reflecting the
significant additional responsibility and workload attached
to that post.
The non-executive Directors have no personal financial
interest other than as shareholders. They are not
members of the Company’s pension scheme and do not
participate in any bonus scheme, share option or other
profit schemes. All Directors are entitled to one seat in the
Presidential Box without charge for each home match, to
assist them in performing their duties.
The Chairman of the Committee will be available to
answer questions concerning Directors’ remuneration at
the Company’s Annual General Meeting.
Salary/fees
£
Bonus
£
Benefits
in kind
£
Pension
Contributions
£
25,000
50,000
25,000
25,000
-
-
-
-
-
-
-
-
-
-
-
-
2013
Total
£
25,000
50,000
25,000
25,000
2012
Total
£
25,000
44,794
25,000
25,000
507,625
398,500
17,322
76,144
999,591
999,529
T Allison
I Bankier
D Desmond
B Duffy
P Lawwell
I Livingston
30,000
-
-
-
30,000
30,000
E Riley
B Wilson
Dr J Reid
148,655
65,307
20,638
22,298
256,898
221,003
25,000
-
-
-
-
-
-
-
25,000
-
25,000
14,418
836,280
463,807
37,960
98,442
1,436,489
1,409,744
BY ORDER OF THE BOARD
Michael Nicholson, Secretary
23 September 2013
Celtic Park, Glasgow G40 3RE
25
Salary/fees
£
Bonus
£
Benefits
Pension
in kind
Contributions
25,000
50,000
25,000
25,000
25,000
-
-
-
-
-
-
-
-
£
-
-
-
-
-
-
-
2013
Total
£
25,000
50,000
25,000
25,000
2012
Total
£
25,000
44,794
25,000
25,000
25,000
-
25,000
14,418
£
-
-
-
-
-
-
-
507,625
398,500
17,322
76,144
999,591
999,529
I Livingston
30,000
30,000
30,000
148,655
65,307
20,638
22,298
256,898
221,003
T Allison
I Bankier
D Desmond
B Duffy
P Lawwell
E Riley
B Wilson
Dr J Reid
836,280
463,807
37,960
98,442
1,436,489
1,409,744
Directors’ Responsibilities Statement
The directors are responsible for preparing the directors’
report and the financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the
directors have elected to prepare the group and company
financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by
the European Union. Under company law the directors
must not approve the financial statements unless they
are satisfied that they give a true and fair view of the
state of affairs of the group and company and of the
profit or loss of the group for that period. The directors
are also required to prepare financial statements in
accordance with the rules of the London Stock Exchange
for companies trading securities on the Alternative
Investment Market.
In preparing these financial statements, the directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with IFRSs as adopted by the European Union, subject to
any material departures disclosed and explained in the
financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
company will continue in business.
The directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the company and enable them to ensure that the
financial statements comply with the requirements of
the Companies Act 2006. They are also responsible for
safeguarding the assets of the company and hence for
taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The directors are responsible for ensuring the annual
report and the financial statements are made available
on a website. Financial statements are published on
the company’s website in accordance with legislation
in the United Kingdom governing the preparation
and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The
maintenance and integrity of the company’s website
is the responsibility of the directors. The directors’
responsibility also extends to the on-going integrity of
the financial statements contained therein.
The directors consider the report and accounts, taken as
a whole, to be fair, balanced and understandable and to
provide the information necessary for shareholders to
assess the company’s performance, business model and
strategy.
26
Five Year Record
FINANCIAL
REVENUE
Profit from trading before asset
transactions and exceptional items
Profit/(loss) after taxation
Non equity dividends paid
Total equity
2013
2012
2011
£000
75,816
13,102
9,739
527
£000
51,341
(3,095)
(7,371)
544
£000
52,557
56
102
544
2010
Restated
£000
2009
Restated
£000
61,715
72,587
4,461
(2,131)
544
11,229
2,003
544
41,939
42,557
32,678
40,003
39,860
Shares in issue (excl deferred) no. ‘000
121,273
121,030
120,903
120,763
120,592
Earnings/(loss) per ordinary share
Diluted earnings/(loss) per share
Number of employees
10.73p
7.56p
455
(8.17)p
(5.01)p
451
0.11p
0.47p
476
(2.37p)
(1.17p)
454
2.24p
1.87p
508
2013
2012
2011
2010
2009
1
79
1
93
SEMI
FINAL
2
92
2
81
2
82
WINNERS
SEMI
FINAL
QUARTER
FINAL
FINALISTS
FINALISTS
QUARTER
FINAL
WINNERS
4
2012
£000
62,692
60,355
49,019
44,975
2
2011
£000
61,728
60,355
49,719
44,734
5
2010
£000
61,272
60,355
53,228
50,826
3
2009
£000
60,842
60,355
57,570
54,252
FOOTBALL
League position
League points
Scottish Cup
WINNERS
League Cup
European ties played
CELTIC PARK
Stadium investment to date
Stadium seating capacity (no.)
Average home league attendance (no.)
Season ticket sales (no.)
SEMI
FINAL
6
2013
£000
63,476
60,355
46,754
41,716
27
Independent Auditor’s Report to
the Members of Celtic PLC
We have audited the financial statements of Celtic plc
for the year ended 30 June 2013 which comprise the
consolidated statement of comprehensive income, the
consolidated and company balance sheets, the Group
and Company statements of changes in equity, the
consolidated and company cash flow statements, and
the related notes. The financial reporting framework
that has been applied in their preparation is applicable
law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union and, as
regards the parent company financial statements,
as applied in accordance with the provisions of the
Companies Act 2006.
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members
those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors’
responsibilities, the directors are responsible for
the preparation of the financial statements and for
being satisfied that they give a true and fair view. Our
responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law
and International Standards on Auditing (UK and Ireland).
Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the Financial Statements
A description of the scope of an audit of financial
statements is provided on the Financial Reporting
Council’s website at www.frc.org.uk/auditscopeukprivate.
Opinion on Financial Statements
In our opinion;
• the financial statements give a true and fair view of the
state of the group’s and the parent company’s affairs
as at 30 June 2013 and of the group’s profit for the year
then ended;
• the group financial statements have been properly
prepared in accordance with IFRSs as adopted by the
European Union;
• the parent company financial statements have
been properly prepared in accordance with IFRSs as
adopted by the European Union and as applied in
accordance with the provisions of the Companies Act
2006; and
• the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Opinion on other matters prescribed by the Companies
Act 2006
In our opinion, the information given in the directors’
report for the financial year for which the financial
statements are prepared is consistent with the financial
statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Charles Barnett (Senior statutory auditor)
for and on behalf of BDO LLP, Statutory auditor
Glasgow, UK
23 September 2013
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
28
Celtic Charity
Formed in 1995, Celtic Charity formalised and revitalised
our support of charitable causes, focusing on Brother
Walfrid’s founding principles of Celtic Football Club.
It is currently in the process of joining forces with the
Celtic Foundation and the new entity will be called Celtic
FC Foundation, with a formal launch scheduled for later
in 2013.
Due to the fantastic support received in 2012/13, a total
of £448,118 was donated to 64 organisations, on behalf of
the Celtic Family. Activities included:-
• 1254125
We launched our 1254125 fundraising initiative in
the summer of 2012 which encourages every Celtic
supporter across the globe to raise £125 in the Club’s
125th Anniversary Year, to improve the lives of the
world’s poorest and most vulnerable people.
• Summer Games 2012
This four-week bespoke diversionary Summer
Programme removed territorial and financial barriers
and was delivered at Celtic Park in July/August 2012
for vulnerable children and young people from
disadvantaged communities. The Friday sessions
were offered exclusively in partnership with Down’s
Syndrome Scotland. In the summer of 2013, we
delivered similar programmes in the East End of
Glasgow (Celtic Park), London and Ireland.
• Season Ticket Renewals 2012/13
For the first time, renewal forms included a £1 ‘opt out’
donation to Celtic Charity. This raised a phenomenal
total of £17,809 and is funding an Art Therapy clinic
for children with Cardiac Conditions, through Yorkhill
Children’s Foundation. The 2013/14 season ticket
renewal process also included the ‘opt-out’ donation.
• Christmas Appeal 2012
Celtic Charity undertook a 2012 fundraising campaign
and raised £33,000. Beneficiaries included 150 East End
primary school children who came along to a Christmas
Party at Celtic Park, a host of families, Glasgow East
Women’s Aid, Glasgow Simon Community, Great
Ormond Street Children’s Hospital, Glasgow City
Mission, Aberlour Childcare Trust and Loaves and Fishes.
• Celtic’s Kenyan Connection, January 2013
Twenty six volunteers set off for Nairobi in January
2013 to spend 10 days working in two local schools/
orphanages in the slum of Kibera. As well as providing
invaluable support on the ground, the volunteers
also raised an incredible total of £35,000 for Celtic
Charity and our partner in the initiative, Kibera Celtic
Foundation.
• Annual Sporting Dinner, March 14, 2013
Mary’s Meals was selected as the main beneficiary of
our 2013 annual sporting dinner. A subsequent donation
of £22,419 will now fund the construction, equipping
and running of a feeding shelter for 450 pupils at the
Mwiruti Primary School in Eldoret, Kenya. It will also
allow the provision of food supplies for a full year.
• 1888 Charity Shield, Saturday, May 25, 2013
The inaugural 1888 Charity Shield seven-a-side
tournament proved to be a tremendous success as 16
teams fought it out to lift the Shield. Principal sponsor
of the event was Glasgow family firm, ACE Refrigeration.
The tournament raised an incredible net total of
£25,000 and will support Celtic Charity’s work with
disabled children in local communities through a year-
long programme.
• Ben Nevis Huddle, June 14, 2013
On Saturday, June 14, 109 supporters climbed to the
summit of Ben Nevis and took part in an astonishing
Celtic huddle! They also raised an incredible total, in the
region £21,500, for Celtic Charity.
• Music and Digital Education Programmes
Celtic Charity recently launched two new
complementary initiatives – the Music and Digital
Education Programmes. These are using music and
digital education as mediums for spirit, tolerance,
inclusion, tradition, personal development and
excellence. We are already working with a number of
mainstream and also special educational needs primary
and secondary schools and investment to date totals
£167,750.
In-Kind Support
In addition to the many cash donations received, Celtic
Football Club once again contributed a substantial level
of in-kind support to Celtic Charity including all staff,
accommodation and support costs. In relation to the
Annual Sporting Dinner, catering, staffing and venue hire,
plus a wide range of auction and silent auction prizes,
were provided free of charge, with a market value of
around £46,700.
The Club also made direct in-kind contributions to a
wide range of worthy causes throughout the season in
the form of match tickets, signed merchandise, stadium
tours and a range of other items. The estimated retail
value of the Club’s in-kind contribution in 2012-2013
was £111,008 increasing to a potential market value of
£219,968, taking account of donated items then being
used for fundraising purposes.
Small Donations Scheme
In terms of allocating other funds raised, Celtic Charity
has an application process in place – with two closing
dates per year; June 30 and December 31. We continue
to receive bids totaling far greater than the funds we
have available so the Trustees make decisions based
primarily on each application’s alignment with our three
key areas of Poverty, Vulnerability and Inequality. Within
these areas, there are many associated issues including
(but not limited to) health and wellbeing, education,
homelessness, social inclusion and employability.
29
It is our Charity – the whole of the Celtic Family – from
the owners / shareholders of the Club to players to other
staff to supporters to sponsors to partners, so everyone
should be given the opportunity to get involved and take
more ownership of it.
We have a formidable and much admired reputation for
lending a hand to those less fortunate, so please help us
continue this vital work, which lies at the heart of our
Club. Any amount you can afford, however large or small,
would be greatly appreciated.
If you wish to support Celtic Charity, please contact:-
Jane Maguire
Celtic Charity
Celtic Park, GLASGOW G40 3RE
Tel:- 0141 551 4262
Email:- janemaguire@celticfc.co.uk
We help charities all over the World. However, due to the
history of the Club, our priority areas are the East End
of Glasgow, wider Glasgow and the West, Scotland and
Ireland and overseas.
Those charities which received donations during 2012/13
include Autism NI, Calton Parents’ Support Group, The
Charlie Canning Centre, East End Kids & Co, Enterprise
Education Trust, FASA, Homeplus NI, Hopscotch Children’s
Charity, Little Orchids, Pavillion (Great Easterhouse),
Phoenix Futures, Project Scotland, Scottish Autism, The
Senga Nicol School of Music and The Wayside Club.
Thank You
We would like to record our sincere thanks to Celtic
Charity’s seven Trustees who worked tirelessly
throughout the year to ensure the continued success
of Celtic Charity and the maintenance of the Club’s
charitable principles.
As in previous years, we would like to record appreciation
of Fundraising Action Group members Charles Barnett,
Tom Boyd and John Maguire for their superb efforts
during 2012/13. We would also like to welcome and thank
our new Supporters’ Committee - Mark Cameron, Paul
Brennan, Jim McGinley, Joe O’Rourke and, once again,
Tom Boyd.
You can help us build on this
Individual charitable donations, without doubt, make a
genuine difference but if we pool our resources and make
cumulative contributions on behalf of the Celtic Family,
together we can generate a huge impact.
30
31
32
Consolidated Statement
Of Comprehensive Income
Year ended 30 June 2013
2013
2012
Operations
excluding
intangible
asset
trading
£000
Intangible
asset
trading
£000
Operations
excluding
intangible
asset
trading
£000
intangible
asset
trading
£000
Total
£000
Notes
Total
£000
Continuing operations:
Revenue
3, 4
75,816
Operating expenses (excluding exceptional
operating expenses)
4, 5
(62,714)
Profit/(loss) from trading before asset
transactions and exceptional items
Exceptional operating expenses
Amortisation of intangible assets
Profit on disposal of intangible assets
7, 16
5, 16
13,102
-
-
-
75,816
51,341
(62,714)
(54,436)
13,102
(3,095)
-
-
-
51,341
(54,436)
(3,095)
(1,331)
(501)
(1,832)
(241)
(301)
(542)
-
-
(5,930)
(5,930)
5,195
5,195
-
-
(6,367)
(6,367)
3,543
-
3,543
(120)
Loss on disposal of property, plant and equipment
(96)
-
(96)
(120)
Operating profit/(loss)
Finance costs:
Bank loans and overdrafts
Convertible Cumulative Preference Shares
Profit/(loss) before tax
Income tax expense
Profit/(loss) and total comprehensive income for
the year
Profit/(loss) attributable to equity holders of the
parent
Total comprehensive income attributable to
equity holders of the parent
Basic earnings/(loss) per Ordinary Share from
continuing operations and for the year
Diluted earnings/(loss) per share from continuing
operations and for the year
5
11
12
14
14
11,675
(1,236)
10,439
(3,456)
(3,125)
(6,581)
(173)
(527)
9,739
-
9,739
9,739
9,739
10.73p
7.56p
(246)
(544)
(7,371)
-
(7,371)
(7,371)
(7,371)
(8.17p)
(8.17p)
33
Consolidated Balance Sheet
Year ended 30 June 2013
2013
2012
Notes
£000
£000
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Equity
Issued share capital
Share premium
Other reserve
Capital reserve
Accumulated losses
Total equity
Non-current liabilities
Interest-bearing liabilities/bank loans
Debt element of Convertible Cumulative Preference Shares
Deferred income
Current liabilities
Trade and other payables
Current borrowings
Provisions
Deferred income
Total liabilities
Total equity and liabilities
15
16
18
20
21,29
22
23
23
23
23
24
27
25
24,25
25,26
27
52,456
9,798
62,254
1,734
3,934
14,348
20,016
82,270
24,341
14,486
21,222
2,650
(20,142)
42,557
10,219
4,345
119
14,683
14,048
489
1,240
9,253
25,030
39,713
82,270
The financial statements were approved and authorised for issue by the Board on 23 September 2013 and were signed on its behalf by
Peter T Lawwell
Eric J Riley
Director
Director
53,452
7,333
60,785
2,160
4,981
8,198
15,339
76,124
24,264
14,443
21,222
2,630
(29,881)
32,678
10,594
4,441
121
15,156
15,069
493
-
12,728
28,290
43,446
76,124
34
Company Balance Sheet
Year ended 30 June 2013
2013
2012
Notes
£000
£000
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investment in subsidiaries
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Equity
Issued share capital
Share premium
Other reserve
Capital reserve
Accumulated profits
Total equity
Non-current liabilities
Interest bearing liabilities/bank loans
Debt element of Convertible Cumulative Preference Shares
Current liabilities
Trade and other payables
Current borrowings
Total liabilities
Total equity and liabilities
15
16
17
20
21,29
22
23
23
23
23
24
25
24,25
52,456
9,798
-
62,254
10,437
11,901
22,338
84,592
24,341
14,486
21,222
2,650
1,564
64,263
10,219
4,345
14,564
5,276
489
5,765
20,329
84,592
53,452
7,333
-
60,785
14,845
7,316
22,161
82,946
24,264
14,443
21,222
2,630
1,216
63,775
10,594
4,441
15,035
3,643
493
4,136
19,171
82,946
The financial statements were approved and authorised for issue by the Board on 23 September 2013 and were signed on its behalf by
Peter T Lawwell
Eric J Riley
Director
Director
35
Statements Of Changes In Equity
Year ended 30 June 2013
Group
Share
capital
£000
Share
premium
£000
Other
reserve
£000
Capital
reserve
£000
Retained
earnings
£000
Total
£000
Equity shareholders’ funds as at 1 July 2011
24,264
14,399
21,222
2,628
(22,510)
40,003
Share capital issued
Transfer to capital reserve
Loss and total comprehensive
income for the year
-
-
-
44
-
-
-
-
-
-
2
-
-
-
44
2
(7,371)
(7,371)
Equity shareholders’ funds as at 30 June 2012
24,264
14,443
21,222
2,630
(29,881)
32,678
Share capital issued
Transfer to capital reserve
Reduction in debt element of convertible
cumulative preference shares
Profit and total comprehensive income
for the year
1
(20)
96
-
43
-
-
-
-
-
-
-
-
20
-
-
-
-
-
44
-
96
9,739
9,739
Equity shareholders’ funds as at 30 June 2013
24,341
14,486
21,222
2,650
(20,142)
42,557
Company
Share
capital
£000
Share
premium
£000
Other
reserve
£000
Capital
reserve
£000
Retained
earnings
£000
Total
£000
Equity shareholders’ funds as at 1 July 2011
24,264
14,399
21,222
2,628
509
63,022
Share capital issued
Transfer to capital reserve
Profit and total comprehensive income
for the year
-
-
-
44
-
-
-
-
-
-
2
-
-
-
707
44
2
707
Equity shareholders’ funds as at 30 June 2012
24,264
14,443
21,222
2,630
1,216
63,775
Share capital issued
Transfer to capital reserve
Reduction in debt element of convertible
cumulative preference shares
Profit and total comprehensive income
for the year
1
(20)
96
-
43
-
-
-
-
-
-
-
-
20
-
-
-
-
-
44
-
96
348
348
Equity shareholders’ funds as at 30 June 2013
24,341
14,486
21,222
2,650
1,564
64,263
36
Consolidated Cash Flow Statement
Year ended 30 June 2013
Cash flows from operating activities
Profit/(Loss) for the year
Depreciation
Amortisation of intangible assets
Impairment of property, plant and equipment
Impairment of intangible assets
Profit on disposal of intangible assets
Loss on disposal of property, plant and equipment
Finance costs
Decrease/(increase) in inventories
Decrease/(increase) in receivables
Decrease/(increase) in payables and deferred income
Cash generated from operations
Interest paid
Net cash flow from operating activities - A
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of intangible assets
Net cash used in investing activities - B
Cash flows from financing activities
Repayment of debt
Dividends paid
Net cash used in financing activities - C
Net increase/(decrease) in cash equivalents A+B+C
Cash and cash equivalents at 1 July 2012
Cash and cash equivalents at 30 June 2013
37
Note
2013
£000
2012
£000
15
16
15
16
16
11
9,739
1,823
5,930
37
501
(7,371)
1,817
6,367
-
301
(5,195)
(3,543)
96
700
120
790
13,631
(1,519)
426
(510)
(3,012)
10,535
(173)
10,362
(1,352)
(9,503)
7,521
(3,334)
(379)
(499)
(878)
6,150
8,198
21
14,348
90
415
2,552
1,538
(246)
1,292
(879)
(7,737)
5,586
(3,030)
(384)
(498)
(882)
(2,620)
10,818
8,198
Company Cash Flow Statement
Year ended 30 June 2013
Cash flows from operating activities
Profit for the year
Depreciation
Amortisation of intangible assets
Impairment of property, plant and equipment
Impairment of intangible assets
Profit on disposal of intangible assets
Loss on disposal of property, plant and equipment
Finance costs
Decrease in receivables
Increase in payables
Cash generated from operations
Interest paid
Net cash flow from operating activities – A
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of intangible assets
Net cash used in investing activities – B
Cash flows from financing activities
Repayment of debt
Dividends paid
Net cash used in financing activities - C
Net increase/(decrease) in cash equivalents A+B+C
Cash and cash equivalents at 1 July 2012
Cash and cash equivalents at 30 June 2013
Note
2013
£000
2012
£000
15
16
15
16
16
21
348
1,823
5,930
37
501
707
1,817
6,367
-
301
(5,195)
(3,543)
96
709
120
800
4,249
6,569
2,849
1,881
8,979
(182)
8,797
(1,282)
(4,506)
781
(256)
525
(1,352)
(9,503)
7,521
(879)
(7,737)
5,586
(3,334)
(3,030)
(379)
(499)
(878)
4,585
7,316
11,901
(384)
(498)
(882)
(3,387)
10,703
7,316
38
Notes To The Financial Statements
Year ended 30 June 2013
1 BASIS OF PREPARATION
The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been
consistently applied to both years presented, for both the Group and the parent Company.
The Financial Statements have been prepared in accordance with IFRS as adopted by the European Union, and with those parts of the
Companies Act 2006 applicable to companies reporting under IFRS. The Financial Statements have been prepared under the historical cost
convention, as modified by financial assets and financial liabilities at fair value through the Statement of Comprehensive Income.
A separate income statement for the parent Company has not been presented as permitted by Section 408 of the Companies Act 2006. The
profit for the parent Company is disclosed in Note 23.
Adoption of standards effective in 2012/13
• IFRS 10 Consolidated Financial Statements
• IFRS 11 Joint Arrangements
• IFRS 12 Disclosure of Interests in Other Entities
• IAS 27 Separate Financial Statements (amended)
• IAS 28 Investments in Associates and Joint Ventures (amended)
• IFRS 13 Fair Value Measurement
The standards listed above were effective on 1 January 2013 and have no material impact on the financial statements of the Group.
Amendments to standards not yet effective until 1 January 2014
• IAS 32 Financial Instruments: Presentation
• IFRS 10 Consolidated Financial Statements
• IFRS 12 Disclosure of Interests in Other Entities
• IAS 27 Separate Financial Statements
• IAS 36 Impairment of Assets
• IAS 39 Financial Instruments: Recognition and Measurement
The adoption of the amended standards listed above is not expected to have a material impact on the financial statements of the Group.
New standards not yet effective until 1 January 2015
• IFRS 9 Financial Instruments
The adoption of the above standard is not expected to have a material impact on the financial statements of the Group.
39
2 ACCOUNTING POLICIES
(a) Basis of consolidation
The consolidation includes the Financial Statements of the Company and its subsidiary undertakings and is based on their audited Financial
Statements for the year ended 30 June 2013.
Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated on
consolidation.
(b) Depreciation
Property, plant and equipment is stated at cost and written off to residual value over its estimated useful life at the following annual rates:
Plant and vehicles
Fixtures, fittings and equipment
IT equipment and other short life assets
Buildings (excluding Stadium)
Football Stadium
10% - 25% reducing balance
10% - 33% reducing balance
25% - 33% straight line
4% - 10% straight line
1.33% straight line
Residual values, remaining useful lives and depreciation methods are reviewed annually and adjusted if appropriate. Gains or losses on
disposal are reported in the consolidated statement of comprehensive income. The Group assesses at each balance sheet date whether
there is any indication that any of its assets have been impaired. If such indication exists, the asset’s recoverable amount is estimated
and compared to its carrying value and where impairment is present, impairment losses are recognised in the Consolidated Statement of
Comprehensive Income.
Freehold land is not depreciated.
Freehold land and buildings includes capitalised interest of £0.43m (2012: £0.43m).
(c) Intangible assets
Costs directly attributable to the acquisition and retention of football personnel are capitalised and treated as intangible assets.
Subsequent amounts are capitalised only when they become unavoidable due to the elimination of all contingent events relating to
their payment and where the value of the asset is enhanced by the underlying event. All of these amounts are amortised to consolidated
statement of comprehensive income over the contract period remaining from their capitalisation to nil residual values, or earlier if there
is an option to terminate present within the contract. Where a new contract life is renegotiated, the unamortised costs, together with the
new costs relating to the contract extension, are amortised over the term of the new contract.
(d) Impairment policy
The Group and Company tests impairment at each balance sheet date. In determining, whether an intangible asset is impaired account is
taken of the following:
(i) management’s intentions in terms of each specific asset being part of the plans for the coming football season;
the evidence of this intention such as the level of an asset’s participation in the previous football season;
(ii)
the level of interest from other clubs in paying a transfer fee for the asset;
(iii)
(iv) market knowledge of transfer appetite, activity and budgets in the industry through discussion with agents and other clubs;
(v)
(vi)
(vii)
(viii) the football personnel’s own career plans and personal intentions for the future, and
(ix)
the financial state of the football industry;
the level of appetite from clubs for football personnel from Scotland;
levels of ‘cover’ for each playing position;
contract terminations.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment losses
are recognised in the Consolidated Statement of Comprehensive Income.
40
Notes To The Financial Statements
Year ended 30 June 2013
(e) Revenue
Revenue which is exclusive of value added tax represents match receipts and other income associated with the continuing principal activity
of running a professional football club. Revenue is analysed between Football and Stadium Operations, Merchandising and Multimedia and
Other Commercial Activities.
Football and Stadium Operations revenue arises from all ticket sales, standard, premium and corporate, derived from matches played at
Celtic Park. Other revenues are also derived from matchday and non-matchday catering and banqueting, visitor centre revenues, soccer
school revenues, donations received from Celtic Development Pools Limited, UEFA participation fees and revenues derived from the hiring
of Celtic Park for football and non-football events.
Merchandising revenue includes the revenues from Celtic’s retail partners and outlets including home shopping, wholesale revenues and
other royalty revenues derived from the exploitation of the Celtic brand.
Television rights sales are recognised dependent upon the nature of the sale of the rights as follows:
i) Domestic league television rights are sold centrally by the Scottish Premier League and distributed to the SPL league clubs on a
percentage basis dependent upon the final league positions of the clubs. Income is recognised evenly over the period to which it relates,
namely the course of the football season.
ii) Domestic cup rights are sold centrally by either the Scottish Football Association or the Scottish Football League (depending on the
competition) who advise clubs of the value of each televised match. Revenue is recognised when a televised match is played.
iii) European rights sales derived from participation in the UEFA Champions League or the UEFA Europa League are sold centrally by UEFA
who advise clubs of the values to be paid for their participation in the tournament. Revenue is recognised when each relevant match is
played.
iv) Other television rights sales which are made by Celtic, such as home friendly matches, are recognised once the televised match has
taken place.
Sponsorship revenues are recognised based on the nature of the sponsorship such that kit and shirt sponsorship income, which relates to
a particular football season is recognised evenly throughout the financial year. Event specific sponsorship is recognised when the relevant
event takes place.
Joint marketing and partnership initiative income is recognised evenly over the period of the partnership/marketing agreement/contract.
These frequently consist of fixed licence fees or guaranteed minimum royalties.
The critical judgements made in respect of income recognition are largely in respect of assessing the accuracy of estimated information
provided by trading partners, the Scottish Football Association, The Scottish Premier League and UEFA where match-related and other
revenues are due at the end of the financial year but, by the date of approval of the financial statements, confirmation of the finalised value
of such revenues has not yet been fully received by Celtic.
(f) Financial instruments
The Group and Company classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial
liability or an equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are initially
recognised on the balance sheet at fair value when the Group becomes a party to the contractual provisions of the instrument.
Cash and cash equivalents: Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current
liabilities on the balance sheet.
Interest bearing borrowings: Interest bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent
to initial recognition, interest bearing borrowings are stated at amortised cost with any difference between cost and redemption value
being recognised in the income statement over the period of the borrowings on an effective interest rate basis.
Convertible Cumulative Preference Shares: The debt element of Convertible Cumulative Preference Shares is recognised as a financial
liability. At the point of conversion, the relevant part of this financial liability is derecognised.
(g) Leasing obligations
Leasing charges in respect of operating leases are recognised in the consolidated statement of comprehensive income over the lives of the
lease agreements as incurred on a straight line basis. An onerous operating lease provision is recognised for projected losses of operating
lease contracts where the forecast costs of fulfilling the operating lease contract throughout the period exceed the forecast income
receivable. The onerous operating lease provision is calculated based on discounted cash flows to the end of the lease contract.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first-in first-out basis.
41
(i) Trade receivables
Trade receivables are stated at their amortised cost as reduced by appropriate allowances for estimated irrecoverable amounts. They are
recognised on the trade date of the related transactions.
(j) Trade payables
Trade payables are stated at their amortised cost. They are recognised on the trade date of the related transactions.
(k) Pension costs
The Group operates defined contribution schemes providing benefits for employees additional to those from the state. The pension cost
charge includes contributions payable by the Group to the funds in respect of the year and also payments made to the personal pension
plans of certain employees.
(l) Foreign exchange
Non-monetary items denominated in foreign currency are translated at the date of the transaction. Monetary foreign currency assets and
liabilities at the year-end are translated at the year end exchange rate. Any resulting exchange gain or loss is dealt with in the Consolidated
Statement of Comprehensive Income in the period in which they arise.
(m) Deferred tax
Deferred tax is provided using the full provision method and is recognised in respect of all temporary differences that have originated
but not reversed at the balance sheet date. Deferred tax assets are recognised within the Financial Statements to the extent that it is
considered probable that future taxable profits will be available against which assets can be utilised.
(n) Share based payments
The Group has applied the exemption available under IFRS 1 and elects to apply IFRS 2 only to awards of equity instruments made after 7
November 2002 that had not vested by 1 January 2006. Options are measured at fair value at grant date using the Black-Scholes model. The
fair value is expensed on a straight line basis over the vesting period, based on an estimate of the number of options that will eventually
vest. Cash settled share-based payment transactions results in the recognition of a liability at its current fair value. Details of the Group’s
share option schemes are provided in the Remuneration Report on page 25.
(o) Exceptional operating expenses
It is the Group’s policy to categorise the impairment of property, plant and equipment or intangible assets, onerous contract costs,
compromise payments and ancillary direct costs as exceptional operating expenses in the consolidated statement of comprehensive
income.
(p) Critical accounting estimates and judgements
Judgements used and applied in the preparation of the Financial Statements are continually evaluated by management. The critical
judgements applied within the Financial Statements are in respect of income recognition, as noted at 2(e) above and impairment of
intangible assets, noted at 2(d) above and onerous lease provisions at 2(g) above.
42
Notes To The Financial Statements
Year ended 30 June 2013
3 SEGMENTAL REPORTING
The Group is organised into three main operating divisions: Football and Stadium Operations, Merchandising and Multimedia and other
commercial activities. These divisions are the basis on which the Group reports its segment information. The Group operates in the UK and
as a result does not have any geographical segments.
Year to 30 June 2013
External revenue
Football and
stadium
operations
£000
Merchandising
£000
Multimedia
and other
commercial
activities
£000
Consolidated
£000
32,687
14,976
28,153
75,816
(Loss)/profit from segment before asset transactions
and exceptional operating expenses
(18,698)
5,968
25,832
13,102
Exceptional operating expenses
Amortisation of intangible fixed assets
Profit on disposal of intangible fixed assets
Loss on disposal of property, plant and equipment
Profit before finance costs and tax
Finance costs
Taxation
Profit for the year
Other information:
Segment assets
Unallocated corporate assets
Consolidated total assets
(1,832)
(5,930)
5,195
(96)
10,439
(700)
-
9,739
62,899
3,555
1,418
67,872
14,398
82,270
Segment liabilities
15,347
250
1,224
16,821
Unallocated corporate liabilities
Consolidated total liabilities
Capital expenditure
Depreciation
Intangible asset additions
Amortisation
Impairment losses
43
769
1,595
9,665
5,930
538
17
213
-
-
-
175
15
-
-
-
22,892
39,713
961
1,823
9,665
5,930
538
Year to 30 June 2012
External revenue
Football and
stadium
operations
£000
Merchandising
£000
Multimedia
and other
commercial
activities
£000
Consolidated
£000
28,941
13,342
9,058
51,341
(Loss)/profit from segment before asset transactions and exceptional
operating expenses
(14,138)
4,166
6,878
(3,094)
Exceptional operating expenses
Amortisation of intangible fixed assets
Profit on disposal of intangible fixed assets
Loss on disposal of property, plant and equipment
Profit before finance costs and tax
Finance costs
Taxation
Loss for the year
Other information:
Segment assets
Unallocated corporate assets
Consolidated total assets
(542)
(6,367)
3,543
(120)
(6,581)
(790)
-
(7,371)
62,274
3,953
748
66,975
9,149
76,124
Segment liabilities
20,056
1,352
112
21,520
Unallocated corporate liabilities
Consolidated total liabilities
Capital expenditure
Depreciation
Intangible asset additions
Amortisation
Impairment losses
963
1,537
5,239
6,367
301
34
271
-
-
-
21,926
43,446
35
1,032
9
-
-
-
1,817
5,239
6,367
301
44
Notes To The Financial Statements
Year ended 30 June 2013
4 REVENUE AND OPERATING EXPENSES
REVENUE
The Group’s revenue comprised:
Football and Stadium Operations
Merchandising
Multimedia and Other Commercial Activities
OPERATING EXPENSES
The Group’s operating expenses comprised:
2013
£000
2012
£000
32,687
14,976
28,153
28,941
13,342
9,058
75,816
51,341
2013
£000
2012
£000
Football and Stadium Operations (excluding exceptional items and asset transactions)
51,385
43,079
Exceptional items excluding impairment of intangible assets
Impairment of intangible assets
Amortisation of intangible assets
Profit on disposal of intangible assets
Loss on disposal of property, plant and equipment
Total Football and Stadium Operations
Merchandising
Multimedia and Other Commercial Activities
5 PROFIT/(LOSS) BEFORE FINANCE COSTS AND TAX
Group profit/(loss) before finance costs and tax is stated after charging:
Staff costs
Depreciation of property, plant and equipment
Amortisation of intangible assets
Impairment losses on intangible assets
Impairment of plant, property and equipment
Operating lease expense
Foreign exchange loss/(gain)
Cost of inventories recognised as expense
45
1,331
501
5,930
241
301
6,367
(5,195)
(3,543)
96
120
54,048
46,565
9,008
2,321
9,177
2,180
65,377
57,922
Note
2013
£000
2012
£000
8
15
16
16
15
28
40,748
33,882
1,823
5,930
501
37
1,006
109
7,555
1,817
6,367
301
-
1,138
(105)
6,515
6 AUDITOR’S REMUNERATION
Fees payable to the Company’s auditor and its associates in respect of:
Audit of the Company’s accounts
Audit of the accounts of the Company’s associates
Taxation compliance services
Taxation advisory services
Other non-audit services
7 EXCEPTIONAL OPERATING EXPENSES
The exceptional operating expenses of £1.83m (2012: £0.54m) can be analysed as follows:
Exceptional operating expenses comprised
Impairment of property, plant and equipment
Impairment of intangible assets (Note 2d)
Compromise payments on contract termination
Onerous contract costs
Onerous lease provision (Note 26)
8 STAFF PARTICULARS
Group
Wages and salaries
Social security costs
Other pension costs
Included in the above wages and salaries is £501,000 (2012: £379,000) of agency fees.
Company
Wages and salaries
Social security costs
Other pension costs
Included in the above wages and salaries is £21,000 (2012: £58,000) of agency fees.
2013
£000
2012
£000
19
15
11
2
27
17
15
11
2
19
2013
£000
37
501
54
-
1,240
1,832
2013
£000
35,917
4,477
354
40,748
2013
£000
3,690
315
170
4,175
2012
£000
-
301
192
49
-
542
2012
£000
30,163
3,374
345
33,882
2012
£000
2,300
186
169
2,655
46
Notes To The Financial Statements
Year ended 30 June 2013
Employee numbers
Group
Players and football administration staff
Administration and retail staff
Average number of full time equivalents employed in the year:
Company
Players and football administration staff
Administration and retail staff
Average number of full time equivalents employed in the year:
9 DIRECTORS’ EMOLUMENTS
2013
Number
2012
Number
151
304
455
154
296
450
2013
Number
2012
Number
59
27
86
61
25
86
T Allison
I Bankier
D Desmond
B Duffy
P Lawwell
I Livingston
E Riley
B Wilson
Dr J Reid
Salary/fees
£
Bonus
£
Benefits
in kind
£
Pension
Contributions
£
25,000
50,000
25,000
25,000
-
-
-
-
-
-
-
-
-
-
-
-
2013
Total
£
25,000
50,000
25,000
25,000
2012
Total
£
25,000
44,794
25,000
25,000
507,625
398,500
17,322
76,144
999,591
999,529
30,000
-
-
-
30,000
30,000
148,655
65,307
20,638
22,298
256,898
221,003
25,000
-
-
-
-
-
-
-
25,000
-
25,000
14,418
836,280
463,807
37,960
98,442
1,436,489
1,409,744
The aggregate emoluments and pension contributions of the highest paid director were £923,447 (2012: £1,573,385) and £76,144 (2012:
£76,144) respectively. The aggregate emoluments of the highest paid director include bonus provision entitlement. During the year,
contributions were paid to defined contribution money purchase pension schemes in respect of 2 (2012: 2) directors. The employers NIC on
directors remuneration during the year amounted to £194,361.
10 RETIREMENT BENEFIT OBLIGATIONS
The Group and Company pension arrangements are operated through a defined contribution money purchase scheme. The assets of the
pension scheme are held separately from those of the Group and Company by The Standard Life Assurance Company. Contributions made
by the Group and Company to the scheme during the year amounted to £245,992 (2012: £214,158) and £40,333 (2012: £59,171) respectively.
Group and Company contributions of £30,644 (2012: £32,894) and £8,648 (2012: £8,855) respectively were payable to the fund at the year-
end. In addition to this the Group and Company also made contributions to the personal pension plans of certain employees.
47
11 FINANCE COSTS
Finance costs comprised:
On bank and other loans
On Convertible Cumulative Preference Shares of 60p each
Total finance costs
12 TAX ON ORDINARY ACTIVITIES – GROUP
2013
£000
2012
£000
173
527
700
246
544
790
No provision for corporation tax or deferred tax is required in respect of the year ended 30 June 2013. Estimated tax losses available for
set-off against future trading profits amount to approximately £23m (2012: £33m) and, in addition, the available capital allowances pool
is approximately £12.82m (2012: £13.99m). These estimates are subject to the agreement of the current and prior years’ corporation tax
computations with H M Revenue and Customs.
The corporation tax assessed for the year is different from the standard rate of corporation tax in the United Kingdom of 24% (2012: 26%).
The differences are explained below:
Profit/(loss) on ordinary activities before tax
Profit/(loss) on ordinary activities multiplied by the standard rate of corporation tax
in the United Kingdom of 24% (2012: 26%)
Effects of:
Expenses not deductible for tax purposes
Depreciation for the period (below)/in excess of capital allowances
Dividends reclassified as interest
Untaxed income
Other
Losses utilised in the year
Total tax charge for year
An explanation regarding the movement in deferred tax is provided at Note 19.
13 DIVIDENDS PAYABLE
2013
£000
9,739
2012
£000
(7,371)
2,337
(1,916)
15
(208)
126
(176)
(2)
(2,092)
-
5
173
141
(187)
20
1,764
-
A 6% (before tax credit deduction) non-equity dividend of £0.53m (2012: £0.54m) was paid on 2 September 2013 to those holders of
Convertible Cumulative Preference Shares on the share register at 29 July 2013. On 31 August 2007 the entitlement to a dividend on
the Convertible Preferred Ordinary Shares ceased. A number of shareholders elected to participate in the Company’s scrip dividend
reinvestment scheme for the financial year to 30 June 2013. Those shareholders have received new Ordinary Shares in lieu of cash. The
implementation of the presentational aspects of IAS32 (“Financial Instruments: disclosure”) in the preparation of the annual results,
requires that the Group’s Preference Shares and Convertible Preferred Ordinary Shares, as compound financial instruments, are classified
as a combination of debt and equity and the attributable non-equity dividends are classified as finance costs. No dividends were payable or
proposed to be payable on the Company’s Ordinary Shares.
48
Notes To The Financial Statements
Year ended 30 June 2013
14 EARNINGS PER SHARE
Reconciliation of earnings/(loss) to basic earnings/(loss):
Net earnings/(loss) attributable to equity holders of the parent
Basic earnings/(loss)
Reconciliation of basic earnings/(loss) to diluted earnings/(loss):
Basic earnings/(loss)
Non-equity share dividend
Diluted earnings/(loss)
Reconciliation of basic weighted average number of ordinary shares to
diluted weighted average number of ordinary shares:
Basic weighted average number of ordinary shares
Dilutive effect of convertible shares
Diluted weighted average number of ordinary shares
2013
£000
9,739
9,739
2012
£000
(7,371)
(7,371)
9,739
527
(7,371)
-
10,266
(7,371)
No.’000
No.’000
90,730
90,247
45,098
135,828
-
90,247
The prior year figures have been restated to remove the anti-dilutive effect of convertible shares. The impact has been to restate the non-
equity share dividend as £nil, previously stated at £0.54m and to restate the dilutive effect of convertible shares as £nil, previously £46.12m.
This has had the overall impact of increasing the diluted loss per share from 5.01p to 8.71p.
Earnings per share has been calculated by dividing the profit for the period of £9.74m (2012: Loss £7.37m) by the weighted average number
of Ordinary Shares of 90.7m (2012: 90.2m) in issue during the year. Diluted earnings per share as at 30 June 2013 has been calculated by
dividing the profit for the period by the weighted average number of Ordinary Shares, Preference Shares and Convertible Preferred Ordinary
Shares in issue, assuming conversion at the balance sheet date, and the full exercise of outstanding share purchase options, if dilutive, in
accordance with IAS33 Earnings Per Share. As at June 2013 and June 2012 no account was taken of potential share purchase options, as
these potential Ordinary Shares were not considered to be dilutive under the definitions of the applicable accounting standards.
49
15 NON-CURRENT ASSETS – PROPERTY, PLANT AND EQUIPMENT
Group and Company
Cost
At 1 July 2012
Additions
Disposals
At 30 June 2012
Accumulated Depreciation
At 1 July 2012
Charge for year
Impairments
Eliminated on disposal
At 30 June 2013
Net Book Value
At 30 June 2013
At 30 June 2012
Group and Company
Cost
At 1 July 2011
Additions
Disposals
At 30 June 2012
Accumulated Depreciation
At 1 July 2011
Charge for year
Eliminated on disposal
At 30 June 2012
Net Book Value
At 30 June 2012
At 30 June 2011
Freehold land and buildings include capitalised interest of £0.43m (2012: £0.43m).
Freehold
Land and
Buildings
£000
Plant and
Vehicles
£000
Fixtures,
Fittings and
Equipment
£000
49,602
108
(40)
49,670
4,878
38
(584)
4,332
18,856
815
(2,198)
17,473
1,957
2,621
15,306
933
-
(2,100)
14,139
20,215
261
(1,620)
18,856
15,758
1,048
(1,500)
15,306
534
37
(40)
2,488
47,182
47,645
356
-
(585)
2,392
1,940
2,257
49,170
453
(21)
49,602
1,451
527
(21)
1,957
47,645
47,719
4,560
318
-
4,878
2,379
242
-
2,621
2,257
2,181
3,334
3,550
52,456
53,452
Freehold
Land and
Buildings
£000
Plant and
Vehicles
£000
Fixtures,
Fittings and
Equipment
£000
Total
£000
73,336
961
(2,822)
71,475
19,884
1,823
37
(2,725)
19,019
Total
£000
73,945
1,032
(1,641)
73,336
19,588
1,817
(1,521)
19,884
3,550
4,457
53,452
54,357
50
Notes To The Financial Statements
Year ended 30 June 2013
16 NON-CURRENT ASSETS - INTANGIBLE ASSETS
Group and Company
Cost
At 1 July
Additions
Disposals
At 30 June
Amortisation
At 1 July
Charge for year
Provision for impairment
Disposals
At 30 June
Net Book Value
At 30 June
The number of players with a book value in excess of £1m by
contract expiry date is as follows:
Contract expiry within 1 year
Contract expiry within 2 years
Contract expiry within 3 years
Contract expiry within 4 years
2013
No.
-
-
3
-
3
2013
£000
-
-
5,227
-
5,227
2013
£000
2012
£000
28,737
9,665
(9,929)
28,473
21,404
5,930
501
(9,160)
18,675
29,618
5,239
(6,120)
28,737
19,254
6,367
301
(4,518)
21,404
9,798
7,333
2012
No.
-
1
-
-
1
2012
£000
-
1,286
-
-
1,286
No individual intangible asset included above accounted for more than 24% of the total net book value of the intangible assets (2012:
16.8%). The opening net book value of intangible assets at 1 July 2012 was £7.33m and on 1 July 2011 was £10.36m.
The net gain on sale of intangible assets in the year was £5.19m (2012: £3.54m). The impairment provision in 2013 within the football
segment reflects the Directors’ view that the recoverable amount of the intangible asset is lower than the carrying value, as per Note 2(d)
above, and recognises a write down to fair value less costs to sell. The valuation of players is based on an independent valuation carried
out with reference to the market for player transfers. The impairment charge of £0.5m (2012: £0.3m) comprises one player (2012: 2) whose
contract expires within one year.
51
17 INVESTMENTS
Subsidiaries
The Company’s wholly owned subsidiary undertaking continues to be Celtic F.C. Limited, the main activity of which is the operation of a
professional football club.
In turn, Celtic F.C. Limited holds 100% of the issued ordinary share capital in each of the following companies:
Subsidiary undertaking
Protectevent Limited
Glasgow Eastern Developments Limited
The Celtic Football and Athletic Company Limited
Activity
Dormant
Management of properties
Football club management & promotional services
These companies are registered in Scotland and are all included in the consolidated financial statements.
Other Investments
The Company also holds an investment of 2.38% in the equity share capital of The Scottish Professional Football League Limited, a company
registered in Scotland.
18 INVENTORIES
Raw Materials
Finished goods
2013
Group
£000
26
1,708
1,734
2012
Group
£000
19
2,141
2,160
2013
Company
£000
2012
Company
£000
-
-
-
-
-
-
Inventories written down during the year amounted to £0.05m (2012: £0.16m). Inventories of £nil (2012: nil) are carried at net realisable value.
19 DEFERRED TAX ASSET
Group
The Group follows the accounting treatment for deferred taxation as prescribed in IAS 12 Income Taxes. At the balance sheet date the value
of deferred tax asset was £5.39m (2012: £8.42m) which represents losses carried forward of £23.44m @ 23% (2012: £33.27m). This asset
would be recoverable against future taxable profits of the Group. In addition, advance corporation tax of £250,000 would be recoverable
against future taxable profits of the Group, while the Group has an available capital allowances pool of approximately £12.82m (2012:
£13.99m). In line with IAS 12 Income Taxes and given the financial difficulties currently being experienced by the football sector, the Group
has not recognised the deferred tax asset nor the advance corporation tax asset in the financial statements because it is not considered
probable that future taxable profits will be available against which these assets can be utilised in the foreseeable future.
Company
At 30 June 2013, the deferred tax asset not reflected in the Company’s Financial Statements was £0.43m (2012: £0.42m).
52
Notes To The Financial Statements
Year ended 30 June 2013
20 TRADE & OTHER RECEIVABLES
Receivables comprised:
Trade and other receivables
Provision for doubtful debts (see below)
Analysed as follows:
Prepayments and accrued income
Related party receivables
Trade and other receivables
Other receivables
The movement in the provision for doubtful debts was as follows:
Opening balance
Balances written off
Change in provision
Balances recovered
Closing balance
2013
Group
£000
4,081
(147)
3,934
2,891
-
946
97
3,934
2013
Group
£000
122
(155)
180
-
147
2012
Group
£000
5,103
(122)
4,981
1,937
-
2,885
159
4,981
2013
Company
£000
2012
Company
£000
10,437
14,845
-
-
10,437
14,845
390
9,688
275
84
477
12,804
1,563
1
10,437
14,845
2012
Group
£000
2013
Company
£000
2012
Company
£000
34
(45)
127
6
122
-
-
-
-
-
-
-
-
-
The decrease in trade receivables is largely as a result of decreased amounts receivable in instalments in respect of the disposal of
intangible assets.
Related party receivables reflects the intercompany balance between the Company and its principal subsidiary, Celtic F.C. Limited.
21 CASH AND CASH EQUIVALENTS
Balances with banks
Cash on hand
Cash and cash equivalents
2013
Group
£000
14,325
23
14,348
2012
Group
£000
8,176
22
8,198
2013
Company
£000
2012
Company
£000
11,901
-
11,901
7,316
-
7,316
53
22 SHARE CAPITAL
Group and Company
Equity
Ordinary Shares of 1p each
Deferred Shares of 1p each
Non-equity
Convertible Preferred Ordinary Shares
of £1 each
Convertible Cumulative Preference
Shares of 60p each
Less reallocated to debt under IAS 32:
Initial debt
Capital reserve
Authorised 30 June
Allotted, called up and fully paid 30 June
2013
No 000
2012
No 000
2013
No 000
2013
£000
2012
No 000
220,867
538,405
220,120
496,924
91,152
538,405
912
5,384
90,275
496,924
2012
£000
903
4,969
15,855
15,960
13,868
13,868
13,972
13,972
18,753
19,282
16,253
9,752
16,782
10,069
-
-
-
-
-
-
793,880
752,286
659,678
(2,925)
(2,650)
24,341
-
-
617,953
(3,019)
(2,630)
24,264
On 1 September 2012, 130,842 new Ordinary Shares of 1p each were issued in respect of mandates received from holders of Convertible
Cumulative Preference Shares (“CCP Shares”).
From 1 September 2007, the Convertible Preferred Ordinary Shares may be converted into Ordinary Shares and Deferred Shares on the
election of the shareholder. The number of Ordinary Shares and Deferred Shares to which a holder of Convertible Preferred Ordinary Shares
is entitled on conversion was determined by reference to the middle market price of Ordinary Shares in the three dealing days immediately
prior to 1 September 2007. As a result each Convertible Preferred Ordinary Share converts into 2.08 Ordinary Shares and 97.92 Deferred
Shares. As at 20 September 2013, the latest practicable date before publication no conversion notices had been received in respect of
conversion of Preferred Ordinary Shares.
Each Convertible Cumulative Preference Share of 60p carries the right, subject to the availability of distributable profits, to the payment
of a fixed preference dividend equal to 6% (less tax credit deduction) of its nominal value, cumulative with effect from 1 July 1996. The
first dividend was paid on 31 August 1997. Holders of Preference Shares of 60p are entitled to convert each Preference Share into one
Ordinary Share of 1p and 59 Deferred Shares of 1p each. During the year ended 30 June 2013, 529,061 Preference Shares were converted
in accordance with these provisions. The Ordinary Shares of 1p each, arising on conversion rank pari passu in all respects with the existing
Ordinary Shares of 1p each. The Deferred Shares are non-transferable, carry no voting rights, no class rights and have no valuable economic
rights. As at 20 September 2013, the latest practicable date before publication, no conversion notices had been received in respect of
conversion of Preference Shares.
The current measurement of the debt element of the convertible cumulative preference shares in the Statement of Financial Position is
£4.345m. The difference between that liability and the amount initially recognised as debt arose as a result of interest expense charged
during the initial period before dividends became payable.
The amount transferred to debt in respect of cumulative preferred ordinary shares was subsequently transferred to equity within the
Capital Reserve following the expiry of the rights to dividend (Note 23).
54
Notes To The Financial Statements
Year ended 30 June 2013
Reconciliation of number of Ordinary Shares in issue:
Opening balance
Shares issued re scrip dividend scheme
Shares issued re Convertible Preferred Ordinary Share conversions
Shares issued re Preference Share Conversion
Closing Balance
Reconciliation of number of Deferred Shares in issue:
Opening balance
Shares issued re Convertible Preferred Ordinary Share conversions
Shares issued re Preference Share conversions
Closing Balance
Reconciliation of number of Convertible Preferred Ordinary Shares in issue:
Opening balance
Convertible Preferred Ordinary Share conversions to Ordinary and Deferred Shares
Closing Balance
Reconciliation of number of Convertible Cumulative Preference Shares in issue:
Opening balance
Convertible Cumulative Preference Share conversions to Ordinary and Deferred Shares
Closing Balance
2013
No.‘000
2012
No.‘000
90,275
90,136
130
218
529
114
24
1
91,152
90,275
2013
No.‘000
2012
No.‘000
496,924
495,754
10,266
31,215
1,141
29
538,405
496,924
2013
No.‘000
2012
No.‘000
13,972
13,984
(104)
(12)
13,868
13,972
2013
No.‘000
2012
No.‘000
16,782
16,783
(529)
(1)
16,253
16,782
55
23 RESERVES
In accordance with Resolution No 8 at the 2002 Annual General Meeting and the Court Order obtained on 9 May 2003, the previous Share
Premium Account balance was cancelled and transferred to the Other Reserve. Under the terms of this cancellation, an amount equal to
three times the Executive Club loans, currently equal to £342,000 (2012: £354,000) will remain non-distributable from this Other Reserve
until such loans are repaid by the Company.
The Capital Reserve has arisen following the reallocation of an element of the Convertible Preferred Ordinary Share capital from equity to
debt in line with the capital maintenance requirements of the Companies Act. This reserve is reallocated to equity on the conversion of the
Convertible Preferred Ordinary Shares to Ordinary Shares.
The increase in the share premium account reflects the premium on the Ordinary Shares issued in the year.
The profit for the year for the parent company was £0.35m (2012: £0.71m).
24 BORROWINGS – GROUP AND COMPANY
The Co-operative Bank
Current portion of interest bearing liabilities
Non current portion of interest bearing liabilities
2013
£000
375
2012
£000
375
10,219
10,594
10,594
10,969
The Interest bearing liabilities are represented by loans from the Co-operative Bank. These loans bear interest at London Inter-Bank Offered
Rate plus 1.125%. The loans are floating rate loans and therefore expose the Group to cash flow risk. These loans form part of a £21.94m
loan facility which is repayable in equal quarterly instalments from October 2009 until April 2019 and £16.69m is repayable in July 2019. The
Group has the option to repay the loans earlier than these dates without penalty. The bank loans are secured over Celtic Park, land adjoining
the stadium and at Westhorn and Lennoxtown.
25 CURRENT LIABILITIES
Current portion of bank loans
Other loans
Accrued expenses
Trade and other payables
Provisions (see note 26)
2013
Group
£000
375
114
10,856
3,192
1,240
2012
Group
£000
2013
Company
£000
2012
Company
£000
375
118
9,964
5,105
-
375
114
3,845
1,431
-
375
118
2,015
1,628
-
15,777
15,562
5,765
4,136
Other loans comprise interest free loans from members of the Executive Club which are repayable within thirty days of demand.
56
Notes To The Financial Statements
Year ended 30 June 2013
26 PROVISIONS FOR LIABILITIES
Group and Company
Cost
At 1 July 2012
Provided for during the year
Utilised during the year
At 30 June 2013
2012
No.‘000
Nil
1,240
-
1,240
During the year, the Directors have identified certain retail outlets as being loss-making units. It is viewed that there is no alternative
commercial course of action that would result in unavoidable lease costs being more fully recoverable and as a result, a provision has been
made for onerous lease contracts relating to these outlets
.
27 DEFERRED INCOME
2013
Group
£000
2012
Group
£000
2013
Company
£000
2012
Company
£000
Income deferred less than one year
9,253
12,728
-
-
Deferred income comprises season ticket, sponsorship and other elements of income, which have been received prior to the year-end in
respect of the following football season.
Income deferred after more than one year
2013
Group
£000
119
2012
Group
£000
121
2013
Company
£000
2012
Company
£000
-
-
Deferred income due after more than one year comprises elements of income, the cash for which has been received prior to the year-end in
respect of the years beyond 2013/14.
57
28 CAPITAL AND OTHER FINANCIAL COMMITMENTS
a. Capital commitments.
Group & Company
Authorised and contracted for
b. Other commitments
At 30 June 2013 the Group had commitments under operating leases as follows:
Amounts payable:
Within 1 year
Between 2 and 5 years
In more than 5 years
2013
£000
282
2012
£000
130
Land & Buildings
Other
2013
£000
900
1,648
656
2012
£000
973
2,285
832
2013
£000
2012
£000
12
1
-
11
4
-
Lease payments recognised in the income statement for the period amounted to £1.06m (2012: £1.14m).
c. Contingent transfer fees payable/receivable
Under the terms of certain contracts with other football clubs in respect of the transfer of player registrations, additional amounts would
be payable/receivable by the Group if specific future conditions are met. Such future conditions could include first team competitive
appearances, football success, international appearances and being a registered Celtic player at a certain point in time. Amounts in respect
of such contracts at 30 June 2013 could result in an amount payable of £2.92m (2012: £3.60m), of which £1.75m could arise within one year
and amounts receivable of £1.57m (2012: £2.93m), of which £0.05m (2012: £1.43m) could arise within one year.
Group & Company
Conditions for triggering additional amounts payable:
Appearances
Success achievements
Appearances and success achievements
Registered at a pre-determined date
2013
£000
2012
£000
1,170
1,204
129
429
1,191
2,919
50
906
1,442
3,602
Number of players contingent transfer fee payable relates to
36
34
d. Cross guarantees
Cross guarantees exist between the Company and its subsidiary undertakings. The extent of these at 30 June 2013 was £nil (2012: £nil).
58
Notes To The Financial Statements
Year ended 30 June 2013
29 FINANCIAL INSTRUMENTS – GROUP AND COMPANY
The principal financial instruments during the financial year ended 30 June 2013 and as at the balance sheet date were trade receivables
(Note 20) and payables (Note 25), bank borrowings (Note 24), cash and compound financial instruments (Note 21). The financial assets are
trade receivables and cash. These are all categorised as loans and receivables. The financial liabilities are trade payables, bank borrowings
other creditors and the debt element of the Convertible Cumulative Preference Shares. These are all categorised as financial liabilities
measured at amortised cost.
Trade receivables are subject to standard payment terms and conditions and terms in respect of trade payables are as noted below.
The principal risks arising from the Group’s and the Company’s financial instruments are interest rate risk and credit risk. The majority of
the transactions undertaken in the year are in sterling; therefore the Group’s and Company’s exposure to foreign currency risk is minimal.
Where appropriate, the Group and Company may hedge its position utilising forward contracts. The Group and Company benefitted from
low interest rates during the year.
It is widely accepted that the economic conditions have not improved over the last year with several major banks continuing to receive
financial support from the Government to continue to trade. To date Celtic has not seen a material impact on its business and subject to
that there has been no change in financial risks from 2012.
Interest Rate Risk
The working capital of the Group and Company is funded largely by bank borrowings. The Group and Company has a £33.19m facility with
the Co-operative Bank of which £12m is in the form of overdraft and £21.19m in long-term loans. While the nature of the overdraft results
in the application of a floating rate, the loans offer the possibility to lock into a longer-term interest rate. £10.59m (2012: £10.97m) of the
loan facility is required to be drawn down for the term of the facility agreement. In 2012/13, fixed rate periods were each for three months
and the average balance on the loans was £10.76m (2012: £11.14m). During the course of the year, the Group had an average credit balance
on the overdraft facility of £6.98m (2012: £1.92m). The average overdraft rate applicable during the year was 1.50% (2012: 1.50%) and the
average loan rate 1.65% (2012: 2.15%). In terms of the overall risk management process, executive management liaise closely with advisers
in managing the risk profile of the Group and Company. In times of interest rate volatility, executive management take advice as to the
various instruments that may protect the Group and Company against increased costs, whether this be an interest rate cap, collar or other
mechanism. No such mechanisms were utilised during the year nor in 2012.
Based on the average levels of debt in the year to 30 June 2013 it is estimated that a 1% increase in interest rates would result in a net
increase in finance costs, and thus reduction in profit and equity of £0.11m (2012: £0.11m). The calculation in both years incorporates the
terms and conditions of the agreement with the Co-operative Bank as noted above, the terms of which have not altered from 2012.
The bank loans and overdraft bear interest at LIBOR plus 1.125% and base rate plus 1.0% respectively, as was the case in the year ended 30
June 2012. The other loans of the Group and Company are interest free. It is the Group and Company policy to secure funding at the most
cost-effective rates of interest available to the Group.
The maturity profile of the Group and Company’s financial liabilities at 30 June 2013 and 30 June 2012 and details of applicable interest
rates on these liabilities are disclosed in Notes 24 and 25.
The Group achieves short-term liquidity flexibility through use of a bank overdraft.
Of the available bank facilities of £33.19m (2012: £33.94m), of which £21.19m is represented by long-term loans and £12m by overdraft,
£22.59m (2012: £22.97m) remains undrawn at the balance sheet date as follows:
Loans repayable within one year
Loans repayable between two and five years
Loans repayable in more than five years
Overdraft repayable on demand
The overdraft which is repayable on demand is next due for review on 31 October 2013.
2013
£000
375
1,500
8,719
12,000
22,594
2012
£000
375
1,500
9,094
12,000
22,969
59
Credit Risk
Although the vast majority of individual transactions entered into with customers are low value, business objectives rely on maintaining a
high quality customer base and place strong emphasis on good credit management. Prior to entering into significant contracts extensive
credit checks on potential customers are carried out with the results having a strong bearing on the selection of trading partner. Executive
management are responsible for most day-to-day aspects of credit management although contracts of significance, in terms being in
excess of a predetermined value, are referred to the Board.
As at 30 June 2013, £0.75m representing 70% of trade receivables of the Group of £1.04m were past due but not impaired (2012: £0.62m,
20%) and £0.27m representing 75% of the trade receivables of the Company of £0.36m were past due but not impaired (2012: £0.20m, 13%).
Group trade receivables of £0.15m (2012: £0.12m) were considered to be impaired at the year end. Details of trade receivables are included
in Note 20. An analysis of trade receivables past due but not impaired is as follows:
Trade receivables
Up to 30 days past due
Between 60 and 30 days past due
Over 60 days past due
2013
Group
£000
2012
Group
£000
2013
Company
£000
2012
Company
£000
442
180
133
755
428
58
134
620
119
97
53
269
134
24
37
195
The Group and Company are also exposed to credit risk through cash balances held with the under noted banks.
Co-operative Bank
Allied Irish Bank
Barclays
Santander
HSBC
Sub total
Cash on hand
2013
Group
£000
4,164
161
2,750
2,750
4,500
2012
Group
£000
8,105
71
-
-
-
2013
Company
£000
2012
Company
£000
1,901
7,316
-
2,750
2,750
4,500
-
-
-
-
14,325
8,176
11,901
7,316
23
22
-
-
Cash and cash equivalents
14,348
8,198
11,901
7,316
The Group deposits surplus funds in a number of banks in accordance with the Group’s treasury management policy based on internal credit
limits aligned with Moody’s ratings in order to restrict credit risk to financial assets in the form of monetary deposits. However, throughout
both 2013 and 2012, the Co-operative Bank was in a net lending position, as £10.59m (2012: £10.97m) of the available loan facility, as noted
above, is required to be drawn down for the term of the facility agreement.
60
Notes To The Financial Statements
Year ended 30 June 2013
Liquidity Risk
The financial liabilities of the Group and Company, principally trade payables and bank borrowings, are repayable in accordance with the
respective trading and lending terms entered into by the Group. Trade payables are payable monthly in arrears where undisputed or
alternatively in accordance with particular contract terms. As at 30 June 2013 46% of trade payables of the Group were due to be paid
within one month (2012: 63%) and 9% of trade payables of the Company were due to be paid within one month (2012: 28%).
The maturity profile of the bank borrowings of the Group and Company is as set out in Note 24. Other loans held by the Company of £0.11m
(2012: £0.12m) are repayable on demand.
The Group and Company prepare annual budgets including a cash flow forecast. Monthly management accounts are produced which report
performance against budget and provide a forecast of the annual financial performance and cash flow. This is monitored closely by the
executive management and corrective action taken where appropriate.
Contractual maturity analysis for financial liabilities:
2013
Group
£000
2013
Group
£000
2013
Group
£000
2013
Group
£000
2013
Group
£000
2013
Group
£000
Due
between 0
to 3 months
Due
between 3
months to
1 year
Due
between
1 to 5 years
Due after
5 years
In
perpetuity
-
12,444
114
94
-
12,652
-
-
-
281
-
281
2,392
2,317
-
-
-
8,760
-
-
-
-
4,709
8,760
-
-
-
-
527
527
Total
11,152
14,761
114
375
527
26,929
Non-current borrowings
Trade and other payables
Current borrowings
Current portion of non-current borrowings
Convertible cumulative Preference Share
dividends*
Total
61
2012
Group
£000
2012
Group
£000
2012
Group
£000
2012
Group
£000
2012
Group
£000
2012
Group
£000
Non-current borrowings
Trade and other payables
Current borrowings
Current portion of non-current borrowings
Convertible cumulative Preference Share
dividends*
Due
between 0
to 3 months
Due
between 3
months to 1
year
-
13,339
118
94
-
-
937
-
281
-
Due
between 1
to 5 years
2,392
250
-
-
-
9,326
-
-
-
-
Total
13,551
1,218
2,642
9,326
Due after 5
years
In
perpetuity
Total
11,718
14,526
118
375
544
27,281
-
-
-
-
544
544
* The amount above represents the annual amount payable in the future in respect of the Convertible Cumulative Preference Share dividends.
Compound Financial Instruments
The Company’s non-equity Convertible Preferred Ordinary Shares are convertible to equity (Ordinary and Deferred) shares at the discretion
of the shareholder. The conversion rate however will remain fixed as at 1 September 2007.
The Company’s non-equity Convertible Cumulative Preference Shares are convertible to equity (Ordinary and Deferred) shares on or any
time after 1 July 2001 at the discretion of the shareholder. Until these shares are converted to equity, the holders are entitled to a fixed
dividend of 6% less tax credit.
Fair value of financial assets and financial liabilities
The fair value of the Group and Company’s financial assets and liabilities, as defined above, are not materially different to their book value
with the exception of the debt element of the Convertible Cumulative Preference Shares, the fair value of which is considered to be
£9.08m (2012: £9.08m). The fair value of the debt element of the compound financial instruments has been calculated by reference to the
discounted value of future cash flows.
Capital management
The Group and Company’s capital base is as set out in the Statement of Changes in Equity and in Notes 22 and 23 (Share Capital and
Reserves respectively). It is the policy of the Board that trading plans should result in cash positive results, providing shareholder value and
satisfying all dividend requirements. The bank borrowing facility of £33.19m is utilised to fund working capital. The Board consider carefully
all significant capital projects and where necessary ensures that the funding of such is achieved through utilisation of the most appropriate
funding mechanism whether borrowings or additional equity. The Board considers all these things by reference to projected costings and
budgets, taking into account funding structures and sources and its overall objectives and policies to mitigate risk. Neither the Group nor
Company is subject to any regulatory capital requirements.
62
Notes To The Financial Statements
Year ended 30 June 2013
30 POST BALANCE SHEET EVENTS
Since the balance sheet date further capital expenditure on intangible assets of £4.55m has been committed. Post year-end player
registrations have been disposed of amounting to £17.36m.
31 RELATED PARTY TRANSACTIONS
Celtic plc undertakes related party transactions with its subsidiary company Celtic F.C. Limited which are governed by a management
services agreement. This agreement covers the recharge of certain direct expenditure and or income from Celtic plc to Celtic F.C. Limited
and the rental of certain properties at Celtic Park to Celtic F.C. Limited. Amounts recharged in the year by Celtic plc to Celtic F.C. Limited
was £15.42m (2012: £14.35m). The balance outstanding at the year end is disclosed in Note 20.
During the year Celtic F.C. Limited entered into a number of transactions, principally for the supply of goods and services, as part of
its routine course of business, with organisations in which some Directors have an interest, as directors or shareholders of the other
contracting party. Such transactions were conducted on an arm’s length basis and were of an insignificant nature.
The salaries paid to related parties with regard to Directors’ emoluments have been disclosed in the Remuneration Report on page 27. There
are no outstanding balances at the year end (2012: £352,228) and all outstanding amounts of prior year fully settled in year.
Key management personnel are deemed the Directors as outlined in note 9. The remuneration of Directors is determined by the
Remuneration Committee having regard to the performance of individuals and market trends.
63
Directors
Ian P Bankier (Chairman)
Thomas E Allison*§
Dermot F Desmond*
Brian Duffy*
Peter T Lawwell (Chief Executive)
Ian P Livingston* (Lord Livingston
of Parkhead)
Eric J Riley (Financial Director)
Brian D H Wilson*
* Independent Non-Executive Director
§ Senior Independent Director
Company Secretary
Michael Nicholson
Company Number
SC3487
Registered Office
Celtic Park
Glasgow, G40 3RE
Directors of The Celtic Football
and Athletic Company Limited
John S Keane (Honorary Chairman)
Peter T Lawwell
Eric J Riley
Michael A McDonald*
Kevin Sweeney*
Football Manager
Neil Lennon
Auditors
BDO LLP
4 Atlantic Quay
70 York Street
Glasgow, G2 8JX
Solicitors
Pinsent Masons LLP
141 Bothwell Street
Glasgow, G2 7EQ
Bankers
The Co-operative Bank plc
29 Gordon Street
Glasgow, G1 3PF
Remuneration Committee
Thomas E Allison (Chairman)
Brian Duffy
Ian P Bankier
Brian D H Wilson
Audit Committee
Ian P Livingston (Chairman)
Brian Duffy
Dermot F Desmond
Brian D H Wilson
Nomination Committee
Ian P Bankier (Chairman)
Thomas E Allison
Dermot F Desmond
Stockbroker and
Nominated Adviser
Canaccord Genuity Limited
88 Wood Street
London, EC2V 7QR
Registrars
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS99 3FA
www.celticfc.net
64