HMV Group plc Group HMV HMV Group plc Annual report and accounts 2011 Annual report and accounts 2011 accounts and report Annual 14531_HMV_AR11_cover.indd 1 18/07/2011 11:25 Contents Introduction Overview The Group had a challenging financial year against 1 Chairman’s statement Business and financial review: a backdrop of changing product markets and a 3 Business review progressively difficult macro-economic environment. 5 Financial review Consequently, our operating and financial performance was adverse to expectations. Governance 11 Board of Directors Decisive action was taken to restructure and refinance 12 Corporate governance the Group, and we now have a tightly focused and 16 Directors’ remuneration report 24 Corporate responsibility clear strategy for delivering value from the highly 30 Directors’ report complementary HMV Retail and Live businesses. 35 I ndependent auditor’s report to the members of HMV Group plc HMV is a world-class brand, which is synonymous with entertainment, and our focus is on maximising the links Financial statements 36 Consolidated income statement between our activities in Live and Retail, and in future our 38 Statements of comprehensive income progress will be reported through these two divisions. 39 Balance sheets 41 Statements of changes in equity For the 12 months ended 30 April 2011, our continuing 43 Cash flow statements operations were comprised of the following: 44 Notes to the financial statements © Carl Fysh Carl © 90 Group financial record Additional information 91 Store and venue directory 92 Shareholder information 92 Company information HMV Retail HMV Live Leading specialist entertainment retailer, Operator of medium-size entertainment with sales of £1.1bn and operating profit venues and summer music festivals, of £25.4m with sales of £46.9m and operating profit of £3.0m 273 stores, predominantly in the UK 14 venues, including HMV Hammersmith Visual, games and music specialist, Apollo, Institute (Birmingham), Picture with rapidly evolving sales of personal House (Edinburgh) and London’s Forum, digital technology products Relentless Garage and Jazz Café Over 1.8m Pure loyalty members and Six summer festivals, including Lovebox, ticketing platform a valuable source of Global Gathering and High Voltage, customer data and approx 30 overseas festivals under Godskitchen and Global Gathering brands Front cover: Jessie J performs at the HMV Next Big Thing Festival 2011. 12 months ended 30 April 2011. HMV Retail comprised of continuing businesses of HMV UK & Ireland and seven stores in Hong Kong and Singapore. Design and production: production: and Design www.ry.com Yeldar Radley 14531_HMV_AR11_cover.indd 2 18/07/2011 11:25 HMV Group plc Annual report and accounts 2011 1 Chairman’s statement This has been, unquestionably, a difficult The separation of HMV and Waterstone’s, and turbulent year for the Group, as we and the sale of HMV Canada, are the experienced further changes in our core right decisions at this time. The sale of product markets, particularly in HMV, Waterstone’s, in particular, has enabled the overlaid with a progressive deterioration Group to agree with its banks a revised, of the macro-economic environment. two-year £220m credit facility (the details of These challenging conditions were which are on page 88), which strengthens compounded by unprecedented weak the capital structure of the Group and trading in our UK businesses at Christmas, enables us to continue evolving our strategy a period which typically accounts for to deliver value from the HMV UK and Live 40% of the Group’s full year sales and a businesses. In turn, new ownership for significant proportion of annual profit. Waterstone’s and HMV Canada has secured The summary effect of these factors was a future for these businesses in increasingly that the Group’s operating and financial challenging markets. On behalf of the Board, performance was significantly adverse I would like to convey my appreciation to the to the Board’s expectations, and we teams at Waterstone’s and HMV Canada for confirmed that the Group did not expect their contributions to our Group. to meet certain of the covenant tests in its existing bank facility when they fell due. Financial performance For the year ended 30 April 2011, the Group refinancing Group’s pro forma profit before tax and We commenced discussions with exceptional items declined by 61% to our lending banks regarding potential £28.9m, on revenues which decreased changes to our existing bank facility by 7% to £1,868.3m. Our adjusted earnings to ensure appropriateness for future per share from continuing operations fell by trading conditions and to support delivery 67% to 3.8p. Given this level of performance, of the Group’s strategy. During the course combined with the indebtedness of the of these negotiations, the Board became Group at the year end, the Board has aware that the Group would need to reduce decided not to recommend payment of a leverage in the short term in order to final dividend. The interim dividend of 0.9p achieve a satisfactory refinancing, and per share is, therefore, also the total dividend concluded that the most decisive way for the year, down from 7.4p in the prior year. to achieve this was through the disposal The Board has also agreed, within the terms of Waterstone’s. of the Group’s revised bank facility, not to pay future dividends until part of the term loan After fully exploring all of the options has been repaid. available to us for Waterstone’s, the Group announced on 20 May 2011 Our operating and financial performance that a conditional agreement had been this year has evidently been both entered into to sell Waterstone’s to disappointing and unsatisfactory. However, A&NN Capital Fund Management for the Board has grounds to be optimistic a total cash consideration of £53.0m. about our ability to improve the performance This transaction was successfully delivered of the continuing Group. on 28 June 2011, following the approval of shareholders, the pension trustee, pensions regulator and the Group’s lending banks. The restructuring of the Group was completed in June 2011 with the disposal of HMV Canada for £2.0m to Hilco UK Ltd. The sale of Waterstone’s has enabled the Group to agree with its banks a revised credit facility, which strengthens our capital structure 14531_HMV_AR11_p01-11.indd 1 20/07/2011 15:04 HMV Group plc Annual report and accounts 2011 2 Chairman’s statement Looking ahead In summary Since being appointed Chairman, much The Group had a difficult year against a HMV’s core product time has been spent on the disposal of backdrop of challenging markets and markets for visual, Waterstone’s and HMV Canada, and in continuing macro-economic uncertainty. games and music renegotiating the bank facility. At the same As we encountered increased financial time the Company has been working hard uncertainty during the final quarter, our on its plans for the future. Whilst we operate lending banks and suppliers remained Visual in rapidly changing markets, we believe that supportive of the Group and, through the The market for packaged visual there is a clear place for HMV as a specialist disposal of Waterstone’s to a good home, software in the UK contracted in 2010 retailer of entertainment products, and that we were able to secure a future for the by around 3.5%, and is expected to do by rebalancing the space in many of our continuing business. Throughout the year, so at a rate of 6%–8% per annum over stores away from declining categories to a we have retained a tight control over our the next three years. By 2014, the total focused range of high-growth technology cost base, including a 9% reduction in HMV packaged software market is forecast products we will both enhance our offering UK & Ireland’s total store footage, and we will to be worth £1.5bn. to our customers and strengthen our sales increase our focus on cost reduction as part base. In addition, as we evolve as a broader- of an overall strengthening of our financial Games based entertainment business, we see discipline. Our Group has been simplified The market for games hardware and strong opportunities to combine under one and our strategic agenda is tightly focused. We software is driven by new console format a focused range of portable digital must rebuild and do so quickly. At the heart of releases, which over the last two years products and accessories, visual, games and our business is a world-class entertainment has contracted significantly due to music and, increasingly, access to live and brand, surrounded by high quality assets, the maturity of current consoles. digital content. dedicated people and the support of With the first next-generation console, our business partners. With this strong Nintendo’s Wii U, announced for launch Now that we have put the Group on a underpinning, our urgent priority on behalf in mid-2012, we expect the market to sounder financial footing, the management of all our stakeholders is to re-create value. decline by 5%, 1% and to grow by 9% team can refocus on running the business in 2011-14, with the total value of the and developing and executing effective Philip Rowley packaged hardware and software strategies for the future. We have a strong Chairman market forecast to be £2.5bn–3bn management team, who are highly 29 June 2011 at the end of this period. motivated to succeed in this challenging environment. I would like to thank Robert Music Swannell for his contributions as Chairman The high street physical audio market and support to me as I took over the role, continued to contract in 2010, and this and welcome David Wolffe, who joined us as is expected to continue by around Group Finance Director at such a critical 20% in each of the next three years.