EX-99.1 2 tm243417d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Manchester United plc

 

Interim report (unaudited) for the three months ended 30 September 2023

 

 

 

 

Contents

 

Management’s discussion and analysis of financial condition and results of operations 2
   
Interim consolidated statement of loss for the three months ended 30 September 2023 and 2022 10
   
Interim consolidated statement of comprehensive loss for the three months ended 30 September 2023 and 2022 11
   
Interim consolidated balance sheet as of 30 September 2023, 30 June 2023 and 30 September 2022 12
   
Interim consolidated statement of changes in equity for the three months ended 30 September 2023, the nine month period ended 30 June 2023 and the three month period ended 30 September 2022 14
   
Interim consolidated statement of cash flows for the three months ended 30 September 2023 and 2022 15
   
Notes to the interim consolidated financial statements 16

 

1 

 

 

Manchester United plc 

Management’s discussion and analysis of financial condition and results of operations

 

GENERAL INFORMATION AND FORWARD-LOOKING STATEMENTS

 

The following Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the interim consolidated financial statements and notes thereto included as part of this report. This report contains forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to Manchester United plc’s (“the Company”) operations and business environment, all of which are difficult to predict and many are beyond the Company’s control. Forward-looking statements include information concerning the Company’s possible or assumed future results of operations, including descriptions of its business strategy. These statements often include words such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or similar expressions. The forward-looking statements contained in this interim report are based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the “Risk Factors” section and elsewhere in the Company’s Annual Report on Form 20-F for the year ended 30 June 2023, as filed with the Securities and Exchange Commission on 27 October 2023 (File No. 001-35627).

 

GENERAL

 

Manchester United is one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 146-year heritage we have won 67 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world’s leading sports brands and a global community of 1.1 billion fans and followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, broadcasting and Matchday. We attract leading global companies such as adidas, TeamViewer and Kohler that want access and exposure to our community of followers and association with our brand.

 

2 

 

 

RESULTS OF OPERATIONS

 

Three months ended 30 September 2023 as compared to the three months ended 30 September 2022

 

    Three months ended
30 September
(in £ millions)
       
    2023     2022     % Change
2023 over
2022
 
Revenue     157.1       143.7       9.3 %
Commercial revenue     90.4       87.4       3.4 %
Broadcasting revenue     39.3       35.0       12.3 %
Matchday revenue     27.4       21.3       28.6 %
Total operating expenses     (184.7 )     (163.7 )     (12.8) %
Employee benefit expenses     (90.3 )     (82.3 )     (9.7) %
Other operating expenses     (43.5 )     (37.8 )     (15.1) %
Depreciation     (4.1 )     (3.5 )     (17.1) %
Amortization     (46.8 )     (40.1 )     (16.7) %
Profit on disposal of intangible assets     29.5       16.6       77.7 %
Net finance costs     (34.7 )     (31.0 )     (11.9) %
Income tax credit     7.0       7.9       (11.4) %
Loss after tax     (25.8 )     (26.5 )     2.6 %

 

Revenue

 

Total revenue for the three months ended 30 September 2023 was £157.1 million, an increase of £13.4 million, or 9.3%, over the three months ended 30 September 2023, as a result of an increase in all of our revenue sectors, as described below.

 

Commercial revenue

 

Commercial revenue for the three months ended 30 September 2023 was £90.4 million, an increase of £3.0 million, or 3.4%, over the three months ended 30 September 2022.

 

Sponsorship revenue for the three months ended 30 September 2023 was £56.2 million, a decrease of £1.6 million, or 2.8%, over the three months ended 30 September 2022; and

 

Retail, Merchandising, Apparel & Product Licensing revenue for the three months ended 30 September 2023 was £34.2 million, an increase of £4.6 million, or 15.5%, over the three months ended 30 September 2022, primarily due to successful kit launches and strong Megastore performance.

 

Broadcasting revenue

 

Broadcasting revenue for the three months ended 30 September 2023 was £39.3 million, an increase of £4.3 million, or 12.3%, over the three months ended 30 September 2022, primarily due to our men’s first team participating in the UEFA Champions League compared to the UEFA Europa League in the prior year quarter, as well as increased income from the Premier League.

 

Matchday revenue

 

Matchday revenue for the three months ended 30 September 2023 was £27.4 million, an increase of £6.1 million, or 28.6%, over the prior year quarter, primarily due to playing one more home game in the current year quarter, compared to the prior year quarter.

 

3 

 

 

Total operating expenses

 

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, and amortization) for the three months ended 30 September 2023 were £184.7 million, an increase of £21.0 million, or 12.8%, over the three months ended 30 September 2022.

 

Employee benefit expenses

 

Employee benefit expenses for the three months ended 30 September 2023 were £90.3 million, an increase of £8.0 million, or 9.7%, over the three months ended 30 September 2022 primarily due to the men’s first team participating in the UEFA Champions League in the current year, in addition to investment in the first team playing squad.

 

Other operating expenses

 

Other operating expenses for the three months ended 30 September 2023 were £43.5 million, an increase of £5.7 million, or 15.1%, over the three months ended 30 September 2022. This is primarily due to increased commercial costs and increased matchday costs, due to hosting one additional home game in the current year quarter.

 

Depreciation

 

Depreciation for the three months ended 30 September 2023 was £4.1 million, an increase of £0.6 million, or 17.1%, over the three months ended 30 September 2022.

 

Amortization

 

Amortization, primarily of players’ registrations, for the three months ended 30 September 2023 was £46.8 million, an increase of £6.7 million, or 16.7%, over the three months ended 30 September 2022, due to investment in the first team playing squad. The unamortized balance of registrations at 30 September 2023 was £539.9 million.

 

Profit on disposal of intangible assets

 

Profit on disposal of intangible assets for the three months ended 30 September 2023 was £29.5 million, an increase of £12.9 million, or 77.7%, over the three months ended 30 September 2022, primarily due to the disposals of Elanga, Fred and Henderson.

 

Net finance costs

 

Net finance costs for the three months ended 30 September 2023 were £34.7 million, an increase of £3.7 million, or 11.9%, over the three months ended 30 September 2022, primarily due to an unfavourable swing in foreign exchange rates resulting in unrealized foreign exchange losses on unhedged USD borrowings.

 

Income tax

 

The income tax credit for the three months ended 30 September 2023 was £7.0 million, compared with an income tax credit of £7.9 million in the three months ended 30 September 2022.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our primary cash requirements stem from the payment of transfer fees for the acquisition of players’ registrations, capital expenditure for the improvement of facilities at Old Trafford and the Carrington training ground (“Carrington”), payment of interest on our borrowings, employee benefit expenses, other operating expenses and dividends on our Class A ordinary shares and Class B ordinary shares. Historically, we have met these cash requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players’ registrations. Our existing borrowings primarily consist of our secured term loan facility, our senior secured notes and outstanding drawdowns under our revolving facilities. We manage our cash flow interest rate risk where appropriate using interest rate swaps. Such interest rate swaps have the economic effect of converting a portion of variable rate borrowings from floating to fixed rates. We have US dollar borrowings that we use to hedge our US dollar commercial revenue exposure. We continue to evaluate our financing options and may, from time to time, take advantage of opportunities to repurchase or refinance all or a portion of our existing indebtedness to the extent such opportunities arise. As of 30 September, we had cash resources of £80.8 million, with all funds held as cash and cash equivalents and therefore available on demand. As of 30 September 2023, we also had access to an undrawn revolving facility of £100 million. However, we cannot assure you that our cash generated from operations, cash and cash equivalents or cash available under our revolving facilities will be sufficient to meet our long-term future needs. We cannot assure you that we could obtain additional financing on favorable terms or at all, including as a result of changes or volatility in the credit or capital markets, which affect our ability to borrow money or raise capital.

 

4 

 

 

Our business ordinarily generates a significant amount of cash from our Matchday revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of other cash received throughout the fiscal year. In addition, we ordinarily generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. Our Broadcasting revenue from the Premier League and UEFA are paid periodically throughout the season, with primary payments made in late summer, December, January and the end of the football season. Our sponsorship and other commercial revenue tends to be paid either quarterly or annually in advance. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely attributable to deferred revenue, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred revenue is unwound through the statement of profit or loss over the course of the fiscal year. Over the course of a year, we use our cash on hand to pay employee benefit expenses, other operating expenses, interest payments and other liabilities as they become due. This typically results in negative working capital movement at certain times during the year. In the event it ever became necessary to access additional operating cash, we also have access to cash through our revolving facilities. As of 30 September 2023, we had £200 million of outstanding loans under our revolving facilities and access to undrawn revolving facilities of £100 million. Subsequent to the quarter end, a further drawdown of £60 million was made, taking our total drawdown to £260 million and our undrawn facilities to £40 million.

 

We also maintain a mixture of long-term debt and capacity under our revolving facilities in order to ensure that we have sufficient funds available for short-term working capital requirements and for investment in the playing squad and other capital projects.

 

Our cost base is more evenly spread throughout the fiscal year than our cash inflows. Employee benefit expenses and fixed costs constitute the majority of our cash outflows and are generally paid throughout the 12 months of the fiscal year.

 

In addition, transfer windows for acquiring and disposing of registrations occur in January and the summer. During these periods, we may require additional cash to meet our acquisition needs for new players and we may generate additional cash through the sale of existing registrations. Depending on the terms of the agreement, transfer fees may be paid or received by us in multiple installments, resulting in deferred cash paid or received. Although we have not historically drawn on our revolving facilities during the summer transfer window, if we seek to acquire players with values substantially in excess of the values of players we seek to sell, we may be required to utilize cash available from our revolving facilities to meet our cash needs.

 

Acquisition and disposal of registrations also affects our trade receivables and payables, which affects our overall working capital. Our trade receivables include transfer fees receivable from other football clubs, whereas our trade payables include transfer fees and other associated costs payable to other football clubs in relation to the acquisition of registrations.

 

5 

 

 

Cash Flow

 

The following table summarizes our cash flows for the three months ended 30 September 2023 and 2022:

 

   Three months ended
30 September
(in £ millions)
 
   2023   2022 
Cash flow from operating activities           
Cash generated from operations   25.9    3.6 
Net interest paid   (10.2)   (9.6)
 Tax refunded/(paid)   5.8    (0.0)
Net cash inflow/(outflow) from operating activities    21.5    (6.0)
Cash flow from investing activities          
Payments for property, plant and equipment   (9.1)   (4.4)
Payments for intangible assets   (132.2)   (100.0)
Proceeds from sale of intangible assets    25.7    11.7 
Net cash outflow from investing activities    (115.6)   (92.7)
Cash flow from financing activities          
Proceeds from borrowings   100.0    - 
Principal elements of lease payments   (0.2)   (0.9)
Net cash inflow/(outflow) from financing activities    99.8    (0.9)
Net increase/(decrease) in cash and cash equivalents(1)    5.7    (99.6)

 

(1) Excludes the effect of exchange rate changes on cash and cash equivalents.

 

Net cash inflow/(outflow) from operating activities

 

Cash generated from operations represents our operating results and net movements in our working capital. Our working capital is generally impacted by the timing of cash received from the sale of tickets and hospitality and other Matchday revenues, broadcasting revenue from the Premier League and UEFA and sponsorship and other commercial revenue. Cash generated from operations for the three months ended 30 September 2023 was £25.9 million, compared to £3.6 million for the three months ended 30 September 2022.

 

Additional changes in net cash inflow/(outflow) from operating activities generally reflect our finance costs. We currently pay fixed rates of interest on our senior secured notes and variable rates of interest on our secured term loan facility. We use interest rate swaps to manage the cash flow interest rate risk. Such swaps have the economic effect of converting a portion of interest from variable rates to a fixed rate. Drawdowns from our revolving facilities are also subject to variable rates of interest. Net cash inflow from operating activities for the three months ended 30 September 2023 was £21.5 million, compared to net cash outflow of £6.0 million for the three months ended 30 September 2022.

 

Net cash outflow from investing activities

 

Capital expenditure for the acquisition of intangible assets as well as for improvements to property, principally at Old Trafford and Carrington, are funded through cash flow generated from operations, proceeds from the sale of intangible assets and, if necessary, from our revolving facilities. Capital expenditure on the acquisition, disposal and trading of intangible assets tends to vary significantly from year to year depending on the requirements of our men’s first team, overall availability of players, our assessment of their relative value and competitive demand for players from other clubs. By contrast, capital expenditure on the purchase of property, plant and equipment tends to remain relatively stable as we continue to make improvements at Old Trafford and Carrington.

 

Net cash outflow from investing activities for the three months ended 30 September 2023 was £115.6 million, an increase of £22.9 million from £92.7 million for the three months ended 30 September 2022.

 

6 

 

 

For the three months ended 30 September 2023, net capital expenditure on property, plant and equipment was £9.1 million, an increase of £4.7 million from net expenditure of £4.4 million for the three months ended 30 September 2022.

 

For the three months ended 30 September 2023, net capital expenditure on intangible assets was £106.5 million, an increase of £18.2 million from net expenditure of £88.3 million for the three months ended 30 September 2022.

 

Net cash outflow from financing activities

 

Net cash inflow from financing activities for the three months ended 30 September 2023 was £99.8 million, compared to net cash outflow of £0.9 million for the three months ended 30 September 2022, due to a £100.0 million drawdown on our revolving facilities.

 

Indebtedness

 

Our primary sources of indebtedness consist of our senior secured notes, our secured term loan facility and our revolving facilities. As part of the security for our senior secured notes, our secured term loan facility and our revolving facilities, substantially all of our assets are subject to liens and mortgages.

 

Description of principal indebtedness

 

Senior secured notes

 

Our wholly-owned subsidiary, Manchester United Football Club Limited, issued $425 million in aggregate principal amount of 3.79% senior secured notes. As of 30 September 2023 the sterling equivalent of £346.1 million (net of unamortized issue costs of £2.0 million) was outstanding. The outstanding principal amount was $425.0 million. The senior secured notes mature on 25 June 2027.

 

The senior secured notes are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited and MU Finance Limited and secured against substantially all of the assets of those entities and Manchester United Football Club Limited. These entities are wholly-owned subsidiaries of Manchester United plc.

 

The note purchase agreement governing the senior secured notes contains a financial maintenance covenant requiring us to maintain consolidated profit for the period before depreciation, amortization of, and profit on disposal of, intangible assets, exceptional items, net finance costs, and tax (“EBITDA”) of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive financial years) during the life of the senior secured notes if we fail to qualify for the first round group stages (or its equivalent from time to time) of the UEFA Champions League although these dispensations have never been claimed. The impact of IFRS 16 is excluded for the purpose of covenant compliance testing. The covenant is tested on a quarterly basis and we were in compliance as of 30 September 2023.

 

The note purchase agreement governing the senior secured notes contains events of default typical for securities of this type, as well as customary covenants and restrictions on the activities of Red Football Limited and each of Red Football Limited’s subsidiaries, including, but not limited to, the incurrence of additional indebtedness; dividends or distributions in respect of capital stock or certain other restricted payments or investments; entering into agreements that restrict distributions from restricted subsidiaries; the sale or disposal of assets, including capital stock of restricted subsidiaries; transactions with affiliates; the incurrence of liens; and mergers, consolidations or the sale of substantially all of Red Football Limited’s assets. The covenants in the note purchase agreement governing the senior secured notes are subject to certain thresholds and exceptions described in the note purchase agreement governing the senior secured notes.

 

The senior secured notes may be redeemed in part, in an amount not less than 5% of the aggregate principal amount of the senior secured notes then outstanding, or in full, at any time at 100% of the principal amount plus a “make-whole” premium of an amount equal to the discounted value (based on the US Treasury rate) of the remaining interest payments due on the senior secured notes up to 25 June 2027.

 

7 

 

 

Secured term loan facility

 

Our wholly-owned subsidiary, Manchester United Football Club Limited, has a secured term loan facility with Bank of America Merrill Lynch International Designated Activity Company as lender. As of 30 September 2023 the sterling equivalent of £182.7 million (net of unamortized issue costs of £1.7 million) was outstanding. The outstanding principal amount was $225.0 million. The remaining balance of the secured term loan facility is repayable on 6 August 2029, although the Group has the option to repay the secured term loan facility at any time before then.

 

Loans under the secured term loan facility bear interest at a rate per annum equal to the Secured Overnight Financing Rate (SOFR) plus the applicable margin. The applicable margin, if no event of default has occurred and is continuing, means the following:

 

Total net leverage ratio (as defined in the secured term loan facility agreement)      Margin %
(per annum)
Greater than 3.5        1.75
Greater than 2.0 but less than or equal to 3.5        1.50
Less than or equal to 2.0        1.25

 

While any event of default is continuing, the applicable margin shall be the highest level set forth above.

 

Our secured term loan facility is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU Finance Limited and Manchester United Football Club Limited and secured against substantially all of the assets of those entities. These entities are wholly-owned subsidiaries of Manchester United plc.

 

The secured term loan facility contains a financial maintenance covenant requiring us to maintain consolidated profit for the period before depreciation, amortization of, and profit on disposal of, intangible assets, exceptional items, net finance costs, and tax (“EBITDA”) of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive financial years) during the life of the secured term loan facility if we fail to qualify for the first round group stages (or its equivalent from time to time) of the UEFA Champions League although these dispensations have never been claimed. The impact of IFRS 16 is excluded for the purpose of covenant compliance testing. The covenant is tested on a quarterly basis and we were in compliance as of 30 September 2023.

 

The secured term loan facility contains events of default typical in facilities of this type, as well as typical covenants including restrictions on incurring additional indebtedness, paying dividends or making other distributions or repurchasing or redeeming our stock, selling assets, including capital stock of restricted subsidiaries, entering into agreements restricting our subsidiaries’ ability to pay dividends, consolidating, merging, selling or otherwise disposing of all or substantially all of our assets, entering into sale and leaseback transactions, entering into transactions with our affiliates and incurring liens. Certain events of default and covenants in the secured term loan facility are subject to certain thresholds and exceptions described in the agreement governing the secured term loan facility.

 

Revolving facilities

 

Our revolving facilities agreement originally dated 22 May 2015 (as amended on 7 October 2015, amended and restated on 4 April 2019, 4 March 2021 and 10 December 2021) (the “initial revolving facility”) agreement allows Manchester United Football Club Limited (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £150 million from a syndicate of lenders with Bank of America Europe Designated Activity Company as agent and security trustee. As of 30 September 2023, we had £100 million in outstanding loans and £50 million in borrowing capacity under our revolving facilities agreement.

 

The revolving facilities agreement contains a financial maintenance covenant consistent with the note purchase agreement and secured term loan- facility. The initial revolving facility is scheduled to expire on 4 April 2025. Any amount still outstanding at that time will be due in full immediately on the applicable expiry date.

 

8 

 

 

Our revolving facility agreement originally dated 14 October 2020 (as amended and restated on 4 March 2021, 13 December 2021 and 26 April 2022) (the “new revolving facility”) allows Manchester United Football Club Limited (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £75 million from Santander UK plc as original lender and with Santander UK plc as agent and with Bank of America Europe Designated Activity Company as security trustee. The general covenants under the new revolving facility agreement are consistent with the initial revolving facilities agreement. As of 30 September 2023, we had £50 million in outstanding loans and £25 million in borrowing capacity under our revolving facility agreement. The new revolving facility has a maturity date of 25 June 2027.

 

On 26 April 2022 we entered into a new bilateral revolving facility agreement (the “bilateral revolving facility”) which allows Manchester United Football Club Limited (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £75 million from Bank of America, N.A., London Branch as original lender and with Bank of America Europe Designated Activity Company as agent and security trustee. The general covenants under the bilateral revolving facility agreement are consistent with the initial revolving facilities agreement. As of 30 September 2023, we had £50 million in outstanding loans and £25 million in borrowing capacity under our revolving facility agreement.

 

The bilateral revolving facility has a maturity date of 25 June 2027.

 

Our revolving facilities are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU Finance Limited and Manchester United Football Club Limited and secured against substantially all of the assets of those entities. These entities are wholly-owned subsidiaries of Manchester United plc.

 

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

 

We do not currently have any research and development policies in place.

 

OFF BALANCE SHEET ARRANGEMENTS

 

Transfer fees payable

 

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by us if certain specific performance conditions are met. We estimate the fair value of any contingent consideration at the date of acquisition based on the probability of conditions being met and monitor this on an ongoing basis. The maximum additional amount that could be payable as of 30 September 2023 is £150.1 million (30 June 2023: £133.1 million; 30 September 2022: £149.0 million).

 

Transfer fees receivable

 

Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when probable and recognized when virtually certain. As of 30 September 2023, we believe receipt of £nil to be probable (30 June 2023: £nil; 30 September 2022: £nil).

 

Other commitments

 

In the ordinary course of business, we enter into capital commitments. These transactions are recognized in the consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), and are more fully disclosed therein.

 

As of 30 September 2023, we had not entered into any other off-balance sheet transactions.

 

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Manchester United plc 

Interim consolidated statement of loss - unaudited

 

       Three months ended
30 September
 
   Note   2023
£’000
   2022
£’000
 
Revenue from contracts with customers   6    157,096    143,654 
Operating expenses   7    (184,762)   (163,644)
Profit on disposal of intangible assets   8    29,481    16,608 
Operating profit/(loss)        1,815    (3,382)
Finance costs        (34,968)   (49,730)
Finance income        349    18,742 
Net finance costs   9    (34,619)   (30,988)
Loss before income tax        (32,804)   (34,370)
Income tax credit   10    7,047    7,854 
Loss for the period        (25,757)   (26,516)
                
Loss per share during the period:               
Basic and diluted loss per share (pence)(1)   11    (15.79)   (16.26)

 

(1) For the three months ended 30 September 2023 and the three months ended 30 September 2022, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and hence have been excluded.

 

See accompanying notes to the interim consolidated financial statements.

 

10 

 

 

Manchester United plc 

Interim consolidated statement of comprehensive loss - unaudited

 

    Three months ended
30 September
 
    2023
£’000
    2022
£’000
 
Loss for the period     (25,757 )     (26,516 )
Other comprehensive (loss)/income:                
Items that may be reclassified to profit or loss                
Movement on hedges     (9,266 )     (388 )
Income tax credit relating to movements on hedges     2,317       97  
Other comprehensive loss for the period, net of income tax     (6,949 )     (291 )
Total comprehensive loss for the period     (32,706 )     (26,807 )

 

See accompanying notes to the interim consolidated financial statements.

 

11 

 

 

Manchester United plc

Interim consolidated balance sheet - unaudited

 

       As of 
   Note   30 September
2023
£’000
   30 June
2023
£’000
   30 September
2022
£’000
 
ASSETS                    
Non-current assets                    
Property, plant and equipment   12    256,961    253,282    244,642 
Right-of-use assets   13    8,417    8,760    3,677 
Investment properties   14    19,923    19,993    20,203 
Intangible assets   15    966,766    812,382    920,941 
Deferred tax asset   16    6,244    -    644 
Trade receivables   18    45,014    22,303    19,325 
Derivative financial instruments   19    190    7,492    36,683 
         1,303,515    1,124,212    1,246,115 
Current assets                    
Inventories   17    5,046    3,165    3,752 
Prepayments        36,418    16,487    30,912 
Contract assets – accrued revenue   6.2    47,343    43,332    46,139 
Trade receivables   18    28,920    31,167    51,224 
Other receivables        11,677    9,928    1,929 
Income tax receivable        -    5,317    4,547 
Derivative financial instruments   19    6,646    8,317    12,137 
Cash and cash equivalents   20    80,829    76,019    24,277 
         216,879    193,732    174,917 
Total assets        1,520,394    1,317,944    1,421,032 

 

See accompanying notes to the interim consolidated financial statements.

 

12 

 

 

 

Manchester United plc

Interim consolidated balance sheet – unaudited (continued)

 

       As of 
   Note  

30 September

2023

£’000

   30 June
2023
£’000
   30 September
2022
£’000
 
EQUITY AND LIABILITIES                    
Equity                    
Share capital   21    53    53    53 
Share premium        68,822    68,822    68,822 
Treasury shares   22    (21,305)   (21,305)   (21,305)
Merger reserve        249,030    249,030    249,030 
Hedging reserve        (2,947)   4,002    659 
Retained deficit        (221,669)   (196,652)   (196,029)
Total equity        71,984    103,950    101,230 
Non-current liabilities                    
Deferred tax liabilities    16    -    3,304    - 
Contract liabilities – deferred revenue   6.2    7,816    6,659    20,382 
Trade and other payables   23    203,853    161,141    172,977 
Borrowings   24    528,787    507,335    577,367 
Lease liabilities   13    7,766    7,844    2,588 
Derivative financial instruments   19    850    748    - 
Provisions   25    95    93    11,706 
         749,167    687,124    785,020 
Current liabilities                    
Contract liabilities - deferred revenue   6.2    214,666    169,624    171,344 
Trade and other payables   23    267,728    236,472    258,443 
Income tax liabilities        684    -    - 
Borrowings   24    204,380    105,961    102,892 
Lease liabilities   13    971    1,036    1,000 
Derivative financial instruments   19    499    931    - 
Provisions   25    10,315    12,846    1,103 
         699,243    526,870    534,782 
Total equity and liabilities        1,520,394    1,317,944    1,421,032 

 

See accompanying notes to the interim consolidated financial statements.

 

13 

 

 

Manchester United plc

Interim consolidated statement of changes in equity - unaudited

 

  

Share capital

£’000

 

Share premium

£’000

 

Treasury

Shares

£’000

 

Merger reserve

£’000

 

Hedging reserve

£’000

 

Retained earnings

£’000

 

Total equity

£’000

 
Balance at 30 June 2022  53   68,822   (21,305)  249,030   950   (170,042)  127,508 
Loss for the period  -   -   -   -   -   (26,516)  (26,516)
Cash flow hedges  -   -   -   -   (388)  -   (388)
Tax credit relating to movement on hedges  -   -   -   -   97   -   97 
Total comprehensive loss for the period  -   -   -   -   (291)  (26,516)  (26,807)
Equity-settled share-based payments  -   -   -   -   -   529   529 
Balance at 30 September 2022  53   68,822   (21,305)  249,030   659   (196,029)  101,230 
Loss for the period  -   -   -   -   -   (2,162)  (2,162)
Cash flow hedges  -   -   -   -   4,458   -   4,458 
Tax expense relating to movement on hedges  -   -   -   -   (1,115)  -   (1,115)
Total comprehensive loss for the period  -   -   -   -   3,343   (2,162)  1,181 
Equity-settled share-based payments  -   -   -   -   -   1,224   1,224 
Deferred tax credit relating to share-based payments  -   -   -   -   -   315   315 
Balance at 30 June 2023  53   68,822   (21,305)  249,030   4,002   (196,652)  103,950 
Loss for the period  -   -   -   -   -   (25,757)  (25,757)
Cash flow hedges  -   -   -   -   (9,265)  -   (9,265)
Tax credit relating to movement on hedges  -   -   -   -   2,316   -   2,316 
Total comprehensive loss for the period  -   -   -   -   (6,949)  (25,757)  (32,706)
Equity-settled share-based payments  -   -   -   -   -   740   740 
Balance at 30 September 2023  53   68,822   (21,305)  249,030   (2,947)  (221,669)  71,984 

 

See accompanying notes to the interim consolidated financial statements.

 

14 

 

 

Manchester United plc

Interim consolidated statement of cash flows - unaudited

 

      

Three months ended

30 September

 
   Note  

2023

£’000

  

2022

£’000

 
Cash flow from operating activities               
Cash generated from operations   26    25,871    3,619 
Interest paid        (10,574)   (9,628)
Interest received        349    18 
Tax refunded/(paid)        5,817    (52)
Net cash inflow/(outflow) from operating activities        21,463    (6,043)
Cash flow from investing activities               
Payments for property, plant and equipment        (9,029)   (4,393)
Payments for intangible assets(1)        (132,213)   (100,024)
Proceeds from sale of intangible assets(1)        25,669    11,662 
Net cash outflow from investing activities        (115,573)   (92,755)
Cash flow from financing activities               
Proceeds from borrowings        100,000    - 
Principal elements of lease payments        (200)   (878)
Net cash inflow/(outflow) from financing activities        99,800    (878)
Effect of exchange rate changes on cash and cash equivalents        (880)   2,730 
Net increase/(decrease) in cash and cash equivalents        4,810    (96,946)
Cash and cash equivalents at beginning of period        76,019    121,223 
Cash and cash equivalents at end of period   20    80,829    24,277 

 

(1) Payments and proceeds for intangible assets primarily relate to player and key football management staff registrations. When acquiring or selling players’ and key football management staff registrations it is normal industry practice for payments terms to spread over more than one year and consideration may also include non-cash items. Details of registrations additions and disposals are provided in Note 15. Trade payables in relation to the acquisition of registrations at the reporting date are provided in Note 23. Trade receivables in relation to the disposal of registrations at the reporting date are provided in Note 18.

 

See accompanying notes to the interim consolidated financial statements.

 

15 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

1            General information

 

Manchester United plc (the “Company”) and its subsidiaries (together the “Group”) is a men’s and women’s professional football club together with related and ancillary activities. The Company incorporated under the Companies Law (as amended) of the Cayman Islands. The Company’s shares are listed on the New York Stock Exchange under the symbol “MANU”.

 

These financial statements are presented in pounds sterling and all values are rounded to the nearest thousand (£’000) except when otherwise indicated.

 

These interim consolidated financial statements were approved for issue by the board of directors on 17 January 2024.

 

2            Basis of preparation

 

The interim consolidated financial statements of Manchester United plc have been prepared on a going concern basis and in accordance with International Accounting Standard 34 “Interim Financial Reporting”. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2023, as filed with the Securities and Exchange Commission on 27 October 2023, contained within the Company’s Annual Report on Form 20-F, which were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The report of the auditors on those financial statements was unqualified and did not contain an emphasis of matter paragraph. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.

 

Going concern

 

The Group has cash resources as of 30 September 2023 of £80.8 million, with all funds held as cash and cash equivalents and therefore available on demand. As of 30 September 2023, the Group also has access to undrawn revolving facilities of £100 million.

 

The Group’s debt facilities include the $425 million senior secured notes and the $225 million secured term loan facility, the majority of which attract fixed interest rates. As of 30 September 2023, the Group also has £200 million of outstanding loans under our revolving facilities. The Group’s secured notes and term loan mature in 2027 and 2029 respectively. Of the Group’s total available revolving facilities of £300 million, £150 million expires in 2025 and £150m expires in 2027. As of 30 September 2023, the Group was in compliance with all debt covenants.

 

As a result of a detailed assessment, including prudent assumptions around the men’s first team’s performance, and with reference to the Group’s balance sheet, existing committed facilities, but also acknowledging the inherent uncertainty of the current economic outlook, Management has concluded that the Group is able to meet its obligations when they fall due for a period of at least 12 months after the date of this report.  For this reason, the Group continues to adopt the going concern basis for preparing the unaudited interim consolidated financial statements.

 

16 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

3            Accounting policies

 

The accounting policies adopted are consistent with those of the consolidated financial statements for the year ended 30 June 2023, except as described below.

 

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

 

New and amended standards and interpretations adopted by the Group

 

The following amendment to standards has been adopted by the Group for the first time for the year ended 30 June 2024:

 

·Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 1)

 

The adoption of this amendment has not had a material effect on the Group’s financial statements.

 

New and amended standards and interpretations issued but not yet adopted

 

The following amendment to IFRS that has been issued by the IASB will become effective in a subsequent accounting period:

 

·Classification of Liabilities as Current or Non-current (Amendments to IAS 1)

 

This change is not expected to have a material effect on the Group’s financial statements.

 

4            Critical estimates and judgments

 

The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the interim consolidated financial statements are considered to be:

 

·Estimate of minimum guarantee revenue recognition – see Note 5

 

·Estimate of value of registrations – see Note 15

 

·Recognition of deferred tax assets – see Note 16

 

·Recognition of tax related provisions – see Note 25

 

Management does not consider there to be any significant judgements in the preparation of the financial statements.

 

In preparing these interim consolidated financial statements, the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 June 2023.

 

17 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

5            Seasonality of revenue

 

We experience seasonality in our revenue and cash flow, limiting the overall comparability of interim financial periods. In any given interim period, our total revenue can vary based on the number of games played in that period, which affects the amount of Matchday and Broadcasting revenue recognized. Similarly, certain of our costs are derived from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We historically recognize the most revenue in our second and third fiscal quarters due to the scheduling of matches. However, a strong performance by our first team in European competitions and domestic cups could result in significant additional Matchday and Broadcasting revenue, and consequently we may also recognize the most revenue in our fourth fiscal quarter in those years.

 

Commercial revenue (whether settled in cash or value in kind) comprises revenue receivable from the exploitation of the Manchester United brand through sponsorship and other commercial agreements, including minimum guaranteed revenue, revenue receivable from retailing Manchester United branded merchandise in the UK and licensing the manufacture, distribution and sale of such goods globally, and fees for the Manchester United men’s first team undertaking tours. Revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship rights enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract, revenue is recognized as performance obligations are satisfied evenly over time (i.e. on a straight-line basis). Retail revenue is recognized when control of the products has transferred, being at the point of sale to the customer. License revenue in respect of right to access licences is recognized in line with the performance obligations included within the contract, in instances where these remain the same over the duration of the contract, revenue is recognized evenly on a time elapsed (i.e. straight-line) basis. Sales-based royalty revenue is recognized only when the subsequent sale is made.

 

Significant estimates

 

A number of sponsorship contracts contain significant estimates in relation to the allocation and recognition of revenue in line with performance obligations. Minimum guaranteed revenue is recognized over the term of the sponsorship agreement in line with the performance obligations included within the contract and based on the sponsorship benefits enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract, revenue is recognized as performance obligations are satisfied evenly over time (i.e. on a straight-line basis).

 

On 21 July 2023, the Group signed a 10-year extension to its agreement with adidas which began on 1 August 2015 and now terminates on 30 June 2035. The minimum guarantee payable over the term of this extended agreement is £750 million per the original term and an additional £900 million due under the extension, resulting in a total of £1,650 million, subject to certain adjustments. Payments due in a particular year may increase if the club’s men’s or women’s first teams win the Premier League or Women’s Super League respectively, FA Cup or continental competitions with the maximum possible increase being £4.4 million per annum. Payments may decrease if the men’s first team fails to participate in the UEFA Champions League. Under the original term, if the men’s first team did not participate in the UEFA Champions League for two or more consecutive seasons, a deduction of 30% was made in the second or other consecutive year of non-participation. As a result of the men’s first team qualifying for the 2023/24 Champions League, no deductions are due under the original term and there is no critical accounting estimate in relation to the original term. Under the extended term, this clause has been amended to state that a £10 million deduction will be applied for each year of non-participation in the UEFA Champions League, commencing from the 2025/26 season and a critical accounting estimate exists in estimating the value of any such deductions over the life of the contract. The total revenue of this contract including the estimated deduction in respect of the Champions League clause is recognized evenly over the life of contract and the impact of changing the estimated deduction by one year on revenue recognized in any one financial year is £0.8 million.

 

18 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

5            Seasonality of revenue (continued)

 

In line with IFRS 15, management re-assess this estimate at the end of each reporting period and will make adjustments to revenue recognition as appropriate.

 

Broadcasting revenue represents revenue receivable from all UK and overseas broadcasting contracts, including contracts negotiated centrally by the Premier League and UEFA. Distributions from the Premier League comprise a fixed element (which is recognized evenly as each performance obligation is satisfied i.e. as each Premier League match is played), facility fees for live coverage and highlights of domestic home and away matches (which are recognized when the respective performance obligation is satisfied i.e. the respective match is played), and merit awards (which, being variable consideration, are recognized when each performance obligation is satisfied i.e. as each Premier League match is played, based on management’s estimate of where the men’s first team will finish at the end of the football season i.e. the most likely outcome and to the extent that it is deemed highly probably that no revenue recognized will be reversed). Distributions from UEFA relating to participation in European competitions comprise market pool payments (which are recognized over the matches played in the competition, a portion of which reflects Manchester United’s performance relative to the other Premier League clubs in the competition), fixed amounts for participation in individual matches (which are recognized when the matches are played) and an individual club coefficient share (which is recognized over the group stage matches).

 

Matchday revenue is recognized based on matches played throughout the year with revenue from each match (including season ticket allocated amounts) only being recognized when the performance obligation is satisfied i.e. the match has been played. Revenue from related activities such as Conference and Events or the Museum is recognized as the event or service is provided or the facility is used. Matchday revenue includes revenue receivable from all domestic and European match day activities from Manchester United games at Old Trafford, together with the Group’s share of gate receipts from domestic cup matches not played at Old Trafford, and fees for arranging other events at the Old Trafford stadium. As the Group acts as the principal in the sale of match tickets, the share of gate receipts payable to the other participating club and competition organizer for domestic cup matches played at Old Trafford is treated as an operating expense.

 

19 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

6            Revenue from contracts with customers

 

6.1         Disaggregation of revenue from contracts with customers

 

The principal activity of the Group is the operation of men’s and women’s professional football clubs. All of the activities of the Group support the operation of the football clubs and the success of the men’s first team in particular is critical to the on-going development of the Group. Consequently, the chief operating decision maker (being the Board and executive officers of Manchester United plc) regards the Group as operating in one material segment, being the operation of professional football clubs.

 

All revenue derives from the Group’s principal activity in the United Kingdom. Revenue can be analysed into its three main components as follows:

 

   Three months ended 30 September 
  

2023

£’000

   2022
£’000
 
Sponsorship   56,166    57,811 
Retail, merchandising, apparel & product licensing   34,215    29,577 
Commercial   90,381    87,388 
Domestic competitions   29,944    27,627 
European competitions   7,515    5,687 
Other   1,888    1,689 
Broadcasting   39,347    35,003 
Matchday   27,368    21,263 
    157,096    143,654 

 

All non-current assets, other than US deferred tax assets, are held within the United Kingdom.

 

6.2Assets and liabilities related to contracts with customers

 

Details of movements on assets related to contracts with customers are as follows:

 

  

Current contract assets – accrued revenue

£’000

 
At 1 July 2022   36,239 
Recognized in revenue during the period   52,576 
Cash received/amounts invoiced during the period   (42,676)
At 30 September 2022   46,139 
Recognized in revenue during the period   158,114 
Cash received/amounts invoiced during the period   (160,921)
At 30 June 2023   43,332 
Recognized in revenue during the period   56,700 
Cash received/amounts invoiced during the period   (52,689)
At 30 September 2023   47,343 

 

20 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

6            Revenue from contracts with customers (continued)

 

6.2         Assets and liabilities related to contracts with customers (continued)

 

A contract asset (accrued revenue) is recognized if commercial, broadcasting or Matchday revenue performance obligations are satisfied prior to unconditional consideration being due under the contract.

 

Details of movements on liabilities related to contracts with customers are as follows:

 

  

Current

contract liabilities – deferred

revenue

£’000

  

Non-current contract liabilities – deferred

revenue

£’000

  

Total contract liabilities – deferred

revenue

£’000

 
At 1 July 2022   (165,847)   (16,697)   (182,544)
Recognized in revenue during the period   101,985         101,985 
Cash received/amounts invoiced during the period   (111,167)   -    (111,167)
Reclassified to current during the period   3,685    (3,685)   - 
At 30 September 2022   (171,344)   (20,382)   (191,726)
Recognized in revenue during the period   120,167    -    120,167 
Cash received/amounts invoiced during the period   (104,724)   -    (104,724)
Reclassified to current during the period   (13,723)   13,723    - 
At 30 June 2023   (169,624)   (6,659)   (176,283)
Recognized in revenue during the period   109,092         108,818 
Cash received/amounts invoiced during the period   (155,291)   -    (155,017)
Reclassified to current during the period   1,157    (1,157)   - 
At 30 September 2023   (214,666)   (7,816)   (222,482)

 

Commercial, broadcasting and Matchday consideration which is received in advance of the performance obligation being satisfied is treated as a contract liability (deferred revenue). The deferred revenue is then recognized as revenue when the performance obligation is satisfied. The Group receives substantial amounts of deferred revenue prior to the previous financial year end which is then recognized as revenue throughout the current and, where applicable, future financial years.

 

21 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

7Operating expenses

 

   Three months ended 30 September 
  

2023

£’000

   2022
£’000
 
Employee benefit expenses   (90,292)   (82,256)
Depreciation - property, plant and equipment (Note 12)   (3,721)   (2,974)
Depreciation – right-of-use assets (Note 13)   (311)   (434)
Depreciation - investment property (Note 14)   (70)   (70)
Amortization – intangible assets (Note 15)   (46,845)   (40,139)
Other operating expenses   (43,523)   (37,771)
    (184,762)   (163,644)

 

8Profit on disposal of intangible assets

 

   Three months ended 30 September 
   2023
£’000
   2022
£’000
 
Profit on disposal of registrations   29,481    16,608 
    29,481    16,608 

 

22 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

9            Net finance costs

 

   Three months ended 30 September 
   2023
£’000
   2022
£’000
 
Interest payable on bank loans and overdrafts   (248)   (813)
Interest payable on secured term loan facility, senior secured notes and revolving facilities   (8,391)   (6,210)
Interest payable on lease liabilities (Note 13)   (276)   (23)
Amortization of issue costs on secured term loan facility and senior secured notes   (183)   (177)
Foreign exchange losses on retranslation of unhedged US dollar borrowings (1)   (13,753)   (40,440)
Unwinding of discount relating to registrations   (3,480)   (1,172)
Interest on provisions   (87)   (60)
Hedge ineffectiveness on cash flow hedges   (387)   (835)
Fair value movement on derivative financial instruments:          
   Embedded foreign exchange derivatives   (8,163)   - 
Total finance costs   (34,968)   (49,730)
Interest receivable on short-term bank deposits   349    130 
Fair value movement on derivative financial instruments:          
   Embedded foreign exchange derivatives   -    18,612 
Total finance income   349    18,742 
Net finance costs   (34,619)   (30,988)

 

(1)  Unrealized foreign exchange losses on unhedged USD borrowings due to an unfavorable swing in foreign exchange rates.

 

23 

 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

10            Income tax expense

 

   Three months ended 30 September 
   2023
£’000
   2022
£’000
 
Current tax          
Current tax on loss for the period   (69)   (69)
Foreign tax   (115)   (26)
Total current tax expense   (184)   (95)
Deferred tax          
Origination and reversal of temporary differences   7,231    7,949 
Total deferred tax credit   7,231    7,949 
Total income tax credit   7,047    7,854 

 

Tax is recognized based on management’s estimate of the weighted average annual tax rate expected for the full financial year. Based on current forecasts, the estimated weighted average annual tax rate used for the year to 30 June 2024 is 21.84% (30 June 2023: 22.93%).

 

The current year estimated weighted average annual tax rate of 21.84% is driven by UK deferred tax movements, recognized at the UK Corporation tax rate of 25%.

 

In addition to the amount recognized in the income statement, the following amounts relating to tax have been recognized directly in other comprehensive income:

 

   Three months ended 30 September 
   2023
£’000
   2022
£’000
 
Deferred tax (Note 16)   2,317    97 
Total income tax credit recognized in other comprehensive income   2,317    97 

 

24 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

11            Loss per share

 

   Three months ended 30 September 
   2023   2022 
Loss for the period (£’000)   (25,757)   (26,516)
Basic and diluted loss per share (pence) (1)   (15.79)   (16.26)

 

(i)            Basic loss per share

 

Basic loss per share is calculated by dividing the loss for the period by the weighted average number of ordinary shares in issue during the period.

 

(ii)            Diluted loss per share

 

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue during the period to assume conversion of all dilutive potential ordinary shares. The Company has one category of dilutive potential ordinary shares: share awards pursuant to the 2012 Equity Incentive Plan (the “Equity Plan”). Share awards pursuant to the Equity Plan are assumed to have been converted into ordinary shares at the beginning of the financial year or, if later, the date of the issue of the potential ordinary shares.

 

(iii)            Weighted average number of shares used as the denominator

 

   Three months ended 30 September 
  

2023

Number

‘000

   2022
Number
‘000
 
Class A ordinary shares   52,110    52,013 
Class B ordinary shares   112,732    112,732 
Treasury shares   (1,683)   (1,683)
Weighted average number of ordinary shares used as the denominator in calculating basic and diluted loss per share (1)   163,159    163,062 

 

(1) For the three months ended 30 September 2023 and the three months ended 30 September 2022, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and hence have been excluded.

 

25 

 


 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

12            Property, plant and equipment

 

    Freehold property
£’000
    Plant and
machinery
£’000
    Fixtures
and fittings
£’000
    Total
£’000
 
At 1 July 2023                                
Cost     287,413       46,706       75,873       409,992  
Accumulated depreciation     (66,677 )     (35,094 )     (54,939 )     (156,710 )
Net book amount     220,736       11,612       20,934       253,282  
Three months ended 30 September 2023                                
Opening net book amount     220,736       11,612       20,934       253,282  
Additions
    2,510       1,156       3,734       7,400  
Depreciation charge     (869 )     (1,203 )     (1,649 )     (3,721 )
Closing net book amount     222,377       11,565       23,019       256,961  
At 30 September 2023                                
Cost     289,923       47,862       79,607       417,392  
Accumulated depreciation     (67,546 )     (36,297 )     (56,588 )     (160,431 )
Net book amount     222,377       11,565       23,019       256,961  
                                 
At 1 July 2022                                
Cost     281,377       39,561       75,393       396,331  
Accumulated depreciation     (63,261 )     (34,293 )     (56,115 )     (153,669 )
Net book amount     218,116       5,268       19,278       242,662  
Three months ended 30 September 2022                                
Opening net book amount     218,116       5,268       19,278       242,662  
Additions
    1,555       630       2,769       4,954  
Depreciation charge     (850 )     (677 )     (1,447 )     (2,974 )
Closing net book amount     218,821       5,221       20,600       244,642  
At 30 September 2022                                
Cost     282,932       40,191       78,162       401,285  
Accumulated depreciation     (64,111 )     (34,970 )     (57,562 )     (156,643 )
Net book amount     218,821       5,221       20,600       244,642  

 

26 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

13            Leases

 

(i)            Amounts recognized in the consolidated balance sheet

 

The balance sheet shows the following amounts relating to leases:

 

Right-of-use assets:

 

  

30 September

2023
£’000

   30 June
2023
£’000
   30 September
2022
£’000
 
Property   7,898    8,114    3,286 
Plant and machinery   519    646    391 
Total   8,417    8,760    3,677 

 

Additions to right-of-use assets for the three months ended 30 September 2023 amounted to £nil (2022: £39,000) and for the year ended 30 June 2023 amounted to £6,384,000.

 

Lease liabilities:

 

    30 September 2023
£’000
    30 June
2023
£’000
    30 September
2022
£’000
 
Current     971       1,036       1,000  
Non-current     7,766       7,844       2,588  
Total lease liabilities     8,737       8,880       3,588  

 

The following table provides an analysis of the movements in lease liabilities:

 

   £’000 
At 1 July 2022   4,430 
Cash flows   (903)
Additions   38 
Accretion expense   23 
At 30 September 2022   3,588 
Cash flows   (1,239)
Additions   6,346 
Accretion expense   185 
At 30 June 2023   8,880 
Cash flows   (455)
Additions   36 
Accretion expense   276 
At 30 September 2023   8,737 

 

27 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

13            Leases (continued)

 

(ii)            Amounts recognized in the consolidated statement of profit or loss

 

   Three months ended 30 September 
   2023
£’000
   2022
£’000
 
Depreciation charge of right-of-use assets          
Property   (216)   (369)
Plant and machinery   (95)   (65)
    (311)   (434)
Interest expense (included in finance cost)   (276)   (23)
Expenses relating to short-term leases (included in operating expenses)   (72)   (95)
Expenses relating to low value leases (included in operating expenses)   -    (11)

 

28 

 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

14            Investment property

 

    Total
£’000
 
At 1 July 2023        
Cost     32,193  
Accumulated depreciation and impairment     (12,200 )
Net book amount     19,993  
Three months ended 30 September 2023        
Opening net book amount     19,993  
Depreciation charge     (70 )
Closing net book amount     19,923  
At 30 September 2023        
Cost     32,193  
Accumulated depreciation and impairment     (12,270 )
Net book amount     19,923  
         
At 1 July 2022        
Cost     32,193  
Accumulated depreciation and impairment     (11,920 )
Net book amount     20,273  
Three months ended 30 September 2022        
Opening net book amount     20,273  
Depreciation charge     (70 )
Closing net book amount     20,203  
At 30 September 2022        
Cost     32,193  
Accumulated depreciation and impairment     (11,990 )
Net book amount     20,203  

 

Investment properties were externally valued as of 30 June 2023 in accordance with the Royal Institution of Chartered Surveyors (“RICS”) Valuation - Global Standards 2017 on the basis of Fair Value (as defined in the Standards). The fair value of investment properties as of 30 June 2023 was £32,970,000. Management has considered the carrying amount of investment property as of 30 September 2023 and concluded that, as there are no indicators of impairment, an impairment test is not required.

 

Fair value of investment properties is determined using inputs that are not based on observable market data, consequently the asset is categorized as Level 3.

 

29 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

15            Intangible assets

 

   Goodwill
£’000
   Registrations
£’000
   Other
intangible
assets
£’000
   Total
£’000
 
At 1 July 2023                    
Cost   421,453    924,829    22,164    1,368,446 
Accumulated amortization   -    (539,944)   (16,120)   (556,064)
Net book amount   421,453    384,885    6,044    812,382 
Three months ended 30 September 2023                    
Opening net book amount   421,453    384,885    6,044    812,382 
Additions   -    211,073    107    211,180 
Disposals   -    (9,951)   -    (9,951)
Amortization charge   -    (46,156)   (689)   (46,845)
Closing book amount   421,453    539,851    5,462    966,766 
At 30 September 2023                    
Cost   421,453    1,022,538    22,271    1,466,262 
Accumulated amortization   -    (482,687)   (16,809)   (499,496)
Net book amount   421,453    539,851    5,462    966,766 
                     
At 1 July 2022                    
Cost   421,453    779,196    18,817    1,219,466 
Accumulated amortization   -    (462,985)   (13,203)   (476,188)
Net book amount   421,453    316,211    5,614    743,278 
Three months ended 30 September 2022                    
Opening net book amount   421,453    316,211    5,614    743,278 
Additions   -    218,654    376    219,030 
Disposals   -    (1,228)   -    (1,228)
Amortization charge   -    (39,505)   (634)   (40,139)
Closing book amount   421,453    494,132    5,356    920,941 
At 30 September 2022                    
Cost   421,453    989,667    19,193    1,430,313 
Accumulated amortization   -    (495,535)   (13,837)   (509,372)
Net book amount   421,453    494,132    5,356    920,941 

 

30 

 

  

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

15            Intangible assets (continued) 

 

Impairment tests for goodwill

 

Goodwill is not subject to amortization and is tested annually for impairment (normally at the end of the third fiscal quarter) or more frequently if events or changes in circumstances indicate a potential impairment. Management has considered the carrying amount of goodwill as of 30 September 2023 and concluded that, as there are no indicators of impairment, a detailed impairment test is not required. Having assessed the future anticipated cash flows, management believes that any reasonably possible changes in key assumptions would not result in an impairment of goodwill.

 

Significant estimates – value of registrations

 

The costs associated with the acquisition of players’ and key football management staff registrations include an estimate of any contingent consideration that is probable at the balance sheet date. The estimate of the probable contingent consideration payable requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration. This assessment is carried out on an individual basis. The maximum additional amount that could be payable as of 30 September 2023 is disclosed in Note 29.1. The estimate over the probability of contingent consideration payable could impact the net book value of registrations and amortization recognized in the statement of profit or loss.

 

31 

 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

16            Deferred tax

 

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after allowable offset) for financial reporting purposes:

 

    30 September 2023
£’000
    30 June
2023
£’000
    30 September
2022
£’000
 
Net deferred tax asset/(liability)     6,244       (3,304 )     644  

 

The movements in the net deferred tax asset/(liability) are as follows:

 

   

30 September
2023

£’000

    30 June
2023
£’000
    30 September
2022
£’000
 
At the beginning of the period     (3,304 )     (7,402 )     (7,402 )
Credited to income statement (Note 10)     7,231       4,801       7,949  
Credited/(expensed) to other comprehensive income (Note 10)     2,317       (1,018 )     97  
Credit relating to share-based payments             315          
At the end of the period     6,244       (3,304 )     644  

 

Group profits are subject to both UK and US corporate tax. The current US federal corporate income tax rate is 21% compared to the UK corporation tax rate of 25%. As the UK corporation tax rate is higher than the US federal corporate income tax rate, it is forecast that all future US cash tax will be sheltered by foreign tax credits derived from UK tax paid. A potential US deferred tax asset at the period end has therefore not been recognised as it is not forecast to give rise to a future economic benefit. Future increases in the US federal corporate income tax rate could result in the recognition of the US deferred tax asset.

 

The deferred tax asset at 30 September 2023 relates to carried forward UK tax losses.

 

Significant estimates – recognition of deferred tax assets

 

Deferred tax assets are recognized only to the extent that it is probable that the associated deductions will be available for use against future profits and that there will be sufficient future taxable profit available against which the temporary differences can be utilized, provided the asset can be reliably quantified. In estimating future taxable profit, management use “base case” approved forecasts which incorporate a number of assumptions, including a prudent level of future uncontracted revenue in the forecast period. In arriving at a judgment in relation to the recognition of deferred tax assets, management considers the regulations applicable to tax and advice on their interpretation. Future taxable income may be higher or lower than estimates made when determining whether it is appropriate to record a tax asset and the amount to be recorded. Furthermore, changes in the legislative framework or applicable tax case law may result in management reassessing the recognition of deferred tax assets in future periods.

 

32 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

17            Inventories

 

    30 September 2023
£’000
    30 June
2023
£’000
    30 September
2022
£’000
 
Finished goods     5,046       3,165       3,752  

 

The cost of inventories recognized as an expense and included in operating expenses for the three months ended 30 September 2023 amounted to £4,734,000 (year ended 30 June 2023: £12,307,000; three months ended 30 September 2022: £4,073,000).

 

18            Trade receivables

 

    30 September 2023
£’000
    30 June
2023
£’000
    30 September
2022
£’000
 
Trade receivables     92,111       69,729       83,359  
Less: provision for impairment of trade receivables     (18,177 )     (16,259 )     (12,810 )
Net trade receivables     73,934       53,470       70,549  
Less: non-current portion                        
Trade receivables     45,014       22,303       19,325  
Current trade receivables     28,920       31,167       51,224  

 

Net trade receivables include transfer fees receivable from other football clubs of £60,619,000 (30 June 2023: £42,309,000; 30 September 2022: £57,264,000) of which £45,014,000 (30 June 2023: £22,303,000; 30 September 2022: £24,823,000) is receivable after more than one year. Net trade receivables also include £28,112,000 (30 June 2023: £13,207,000; 30 September 2022: £5,274,000) of deferred revenue that is contractually payable to the Group, but recorded in advance of the earnings process, with corresponding amounts recorded as contract liabilities - deferred revenue.

 

Gross contractual trade receivables pre discounting as of 30 September 2023 was £76,878,000 (30 June 2023: £54,393,000; 30 September 2022: £72,486,000).

 

33 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

19            Derivative financial instruments

 

   30 September 2023   30 June 2023   30 September 2022 
   Assets   Liabilities   Assets   Liabilities   Assets   Liabilities 
   £’000   £’000   £’000   £’000   £’000   £’000 
Used for hedging:                              
Interest rate swaps   3,497    -    4,173    -    5,173    - 
Forward foreign exchange contracts   248    (1,349)   378    (1,615)   -    - 
At fair value through profit or loss:                              
Embedded foreign exchange derivatives   3,091    -    11,258    (64)   38,280    - 
Forward foreign exchange contracts   -    -    -    -    5,367    - 
    6,836    (1,349)   15,809    (1,679)   48,820    - 
Less non-current portion:                              
Used for hedging:                              
Interest rate swaps   -    -    -    -    5,173    - 
Forward foreign exchange contracts   121    (850)   378    (748)   -      
At fair value through profit or loss:                              
Embedded foreign exchange derivatives   69    -    7,114    -    27,681    - 
Forward foreign exchange contracts   -    -    -    -    3,829    - 
Non-current derivative financial instruments   190    (850)   7,492    (748)   36,683    - 
Current derivative financial instruments   6,646    (499)   8,317    (931)   12,137    - 

 

Fair value hierarchy

 

Derivative financial instruments are carried at fair value. The different levels used in measuring fair value have been defined in accounting standards as follows:

 

Level 1 – the fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period.

 

Level 2 - the fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

 

Level 3 – if one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

 

All of the financial instruments detailed above are included in Level 2.

 

20            Cash and cash equivalents

30 September 2023
£’000
30 June
2023
£’000
30 September
2022
£’000
Cash at bank and in hand 80,829 76,019 24,277

Cash and cash equivalents for the purposes of the interim consolidated statement of cash flows are as above.

34 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

21Share capital

  

   Number of shares
(thousands)
  

Ordinary shares

£’000

 
At 1 July 2022   164,745    53 
Employee share-based compensation awards – issue of shares   -    - 
At 30 September 2022   164,745    53 
Employee share-based compensation awards – issue of shares   97    - 
At 30 June 2023   164,842    53 
Employee share-based compensation awards – issue of shares   -    - 
At 30 September 2023   164,842    53 

 

The Company has two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares, each with a par value of $0.0005 per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. In addition, Class B ordinary shares will automatically convert into Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to the Company’s governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders.

 

As of 30 September 2023, the Company’s issued share capital comprised 54,634,231 Class A ordinary shares and 110,207,613 Class B ordinary shares.

 

1,682,896 Class A ordinary shares are currently held in treasury as of 30 September 2023. Distributable reserves have been reduced by £21,305,000, being the consideration paid for these shares. See Note 22.

 

22Treasury shares

 

   Number of
shares (thousands)
   £’000 
At 1 July 2022, 30 September 2022, 30 June 2023 and 30 September 2023   (1,683)   (21,305)

 

35 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

23Trade and other payables

 

  

30 September

2023
£’000

   30 June
2023
£’000
   30 September
2022
£’000
 
Trade payables   387,751    302,708    323,966 
Other payables   12,059    12,039    17,517 
Accrued expenses   42,595    62,271    59,813 
Social security and other taxes   29,176    20,595    30,124 
    471,581    397,613    431,420 
                
Less: non-current portion               
Trade payables   203,546    160,649    172,057 
Other payables   307    492    920 
Non-current trade and other payables   203,853    161,141    172,977 
Current trade and other payables   267,728    236,472    258,443 

 

Trade payables include transfer fees and other associated costs in relation to the acquisition of players’ registrations of £364,122,000 (30 June 2023: £276,626,000; 30 September 2022: £306,771,000) of which £203,546,000 (30 June 2023: £160,649,000; 30 September 2022: £172,057,000) is due after more than one year. Of the amount due after more than one year, £108,814,000 (30 June 2023: £80,256,000; 30 September 2022: £78,589,000) is expected to be paid between 1 and 2 years, £94,732,000 (30 June 2023: £80,393,000; 30 September 2022: £92,503,000) is expected to be paid between 2 and 5 years, and the balance of £nil (30 June 2023: £nil; 30 September 2022: £965,000) is expected to be paid after 5 years.

 

Gross contractual trade payables pre discounting as of 30 September 2023 were £422,145,000 (30 June 2023: £317,809,000; 30 September 2022: £346,326,000). The fair value of other payables is not materially different to their carrying amount.

 

36 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

24Borrowings

 

  

30 September

2023
£’000

   30 June
2023
£’000
   30 September
2022
£’000
 
Senior secured notes   346,136    332,112    377,903 
Secured term loan facility   182,651    175,223    199,464 
Revolving facilities   200,000    100,000    100,000 
Accrued interest on senior secured notes and revolving facilities   4,380    5,961    2,892 
    733,167    613,296    680,259 
Less: non-current portion               
Senior secured notes   346,136    332,112    377,903 
Secured term loan facility   182,651    175,223    199,464 
Non-current borrowings   528,787    507,335    577,367 
Current borrowings   204,380    105,961    102,892 

 

The senior secured notes of £346,136,000 (30 June 2023: £332,112,000; 30 September 2022: £377,903,000) is stated net of unamortized issue costs amounting to £1,995,000 (30 June 2023: £2,113,000; 30 September 2022: £2,478,000). The outstanding principal amount of the senior secured notes is $425,000,000 (30 June 2023: $425,000,000; 30 September 2022: $425,000,000). The senior secured notes have a fixed coupon rate of 3.79% per annum and interest is paid semi-annually. The senior secured notes mature on 25 June 2027.

 

The senior secured notes were issued by our wholly-owned subsidiary, Manchester United Football Club Limited, and are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited and MU Finance Limited and are secured against substantially all of the assets of those entities and Manchester United Football Club Limited. These entities are wholly-owned subsidiaries of Manchester United plc.

 

The secured term loan facility of £182,651,000 (30 June 2023: £175,223,000; 30 September 2022: £199,464,000) is stated net of unamortized issue costs amounting to £1,654,000 (30 June 2023: £1,720,000; 30 September 2022: £1,915,000). The outstanding principal amount of the secured term loan facility is $225,000,000 (30 June 2023: $225,000,000; 30 September 2022: $225,000,000). The secured term loan facility attracts interest of the SOFR plus an applicable margin of between 1.25% and 1.75% per annum and interest is paid monthly. The remaining balance of the secured term loan facility is repayable on 26 August 2029, although the Group has the option to repay the secured term loan facility at any time before then.

 

The secured term loan facility was provided to our wholly-owned subsidiary, Manchester United Football Club Limited, and is guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU Finance Limited and Manchester United Football Club Limited and is secured against substantially all of the assets of each of those entities. These entities are wholly-owned subsidiaries of Manchester United plc.

 

37 

 

  

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

24Borrowings (continued)

 

The Group also has £200,000,000 (30 June 2032: £100,000,000; 30 September 2022: £100,000,000) in outstanding loans and £100,000,000 (30 June 2023: £200,000,000; 30 September 2022: £200,000,000) in borrowing capacity under our revolving facilities. £150,000,000 of the facilities terminate on 4 April 2025 and the remainder terminates on 25 June 2027.

 

The Group has complied with all covenants under its revolving facility, the secured term loan facility and the note purchase agreement governing the senior secured notes during the 2023 and 2022 reporting period.

 

25Provisions

 

    Other(1)       Tax(2)       Total    
    £’000     £’000     £’000  
At 1 July 2022     1,143       11,501       12,644  
Charged to profit or loss:                        
Reassessment of provisions     47       118       165  
At 30 September 2022     1,190       11,619       12,809  
Charged to profit or loss:                        
Reassessment of provisions     (314 )     146       (168 )
Additional provisions recognized     -       298       298  
At 30 June 2023     876       12,063       12,939  
Charged to profit or loss:                        
Reassessment of provisions     34       (2,563 )     (2,529 )
At 30 September 2023     910       9,500       10,410  
Less: non-current portion                        
Provisions     (95 )     -       (95 )
Current provisions     815       9,500       10,315  

 

(1) Other provision

 

Other provision includes, amongst other items, make good provisions as the Group is required to restore the leased premises of its office spaces to their original condition at the end of the respective lease terms. A provision has been recognized based upon the estimated expenditure required to remove any leasehold improvements. The remaining term on such leased properties is between 6 months and 10 years.

 

(2) Tax provision

 

Provision in respect of player related tax matters. The timing of cash outflows is by its nature uncertain but it is management’s best estimate that these will be made within the next 12 months.

 

38 

 

  

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

26Cash generated from operations

 

  

Three months ended

30 September

 
  

2023

£’000

   2022
£’000
 
Loss before income tax   (32,804)   (34,370)
Adjustments for:          
Depreciation   4,102    3,478 
Amortization   46,845    40,139 
Profit on disposal of intangible assets   (29,481)   (16,608)
Net finance costs   34,619    30,988 
Non-cash employee benefit expense - equity-settled share-based payments   740    529 
Foreign exchange gains on operating activities   (142)   (1,173)
Reclassified from hedging reserve   (252)   (163)
Changes in working capital:          
Inventories   (1,881)   (1,552)
Prepayments   (20,119)   (15,566)
Contract assets – accrued revenue   (4,011)   (9,900)
Trade receivables   (5,245)   15,983 
Other receivables   (1,749)   (360)
Contract liabilities – deferred revenue   46,199    9,182 
Trade and other payables   (8,237)   (17,153)
Provisions   (2,713)   165 
Cash generated from operations   25,871    3,619 

 

39 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

27Pension arrangements

 

The Group participates in the Football League Pension and Life Assurance Scheme (‘the Scheme’). The Scheme is a funded multi-employer defined benefit scheme where members may have periods of service attributable to several participating employers. The Group is unable to identify its share of the assets and liabilities of the Scheme and therefore accounts for its contributions as if they were paid to a defined contribution scheme. The Group has received confirmation that the assets and liabilities of the Scheme cannot be split between the participating employers. The Group is advised only of the additional contributions it is required to pay to make good the deficit. These contributions could increase in the future if one or more of the participating employers exits the Scheme.

 

The last triennial actuarial valuation of the Scheme was carried out at 31 August 2020 where the total deficit on the ongoing valuation basis was £27.5 million. The accrual of benefits ceased within the Scheme on 31 August 1999, therefore there are no contributions relating to current accrual. The Group pays monthly contributions based on a notional split of the total expenses and deficit contributions of the Scheme.

 

The Group currently pays total contributions of £555,000 per annum and this amount will increase by 5% per annum from September 2023. Based on the actuarial valuation assumptions, this will be sufficient to pay off the deficit by 30 April 2025.

 

As of 30 September 2023, the present value of the Group’s outstanding contributions (i.e. its future liability) is £920,000. This amounts to £573,000 (30 June 2023: £567,000; 30 September 2022: £514,000) due within one year and £347,000 (30 June 2023: £491,000; 30 September 2022: £920,000) due after more than one year and is included within other payables.

 

Contributions are also made to defined contribution pension arrangements and are charged to the statement of profit or loss in the period in which they become payable.

 

40 

 

  

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

28Financial risk management

  

28.1Financial risk factors

 

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, and cash flow and fair value interest rate risk), credit risk, and liquidity risk.

 

The interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2023, as filed with the Securities and Exchange Commission on 27 October 2023, contained within the Company’s Annual Report on Form 20-F.

 

There have been no changes in risk management since the previous financial year end or in any risk management policies.

 

28.2Hedging activities

 

The Group uses derivative financial instruments to hedge certain exposures and has designated certain derivatives as hedges of cash flows (cash flow hedge).

 

The Group hedges the foreign exchange risk on contracted future US dollar revenues whenever possible using the Group’s US dollar net borrowings as the hedging instrument. The foreign exchange gains or losses arising on re-translation of the Group’s US dollar net borrowings used in the hedge are initially recognized in other comprehensive income, rather than being recognized in the statement of profit or loss immediately. Amounts previously recognized in other comprehensive income and accumulated in the hedging reserve are subsequently reclassified into the statement of profit or loss in the same accounting period, and within the same income statement line (i.e. commercial revenue), as the underlying future US dollar revenues, which given the varying lengths of the commercial revenue contracts will be between October 2023 to June 2027. The foreign exchange gains or losses arising on re-translation of the Group’s unhedged US dollar borrowings are recognized in the statement of profit or loss immediately (within net finance costs). The table below details the net borrowings being hedged at the reporting date:

 

  

30 September

2023
$’000

   30 June
2023
$’000
   30 September
2022
$’000
 
USD borrowings   650,000    650,000    650,000 
Hedged USD cash   (6,300)   (57,500)   (10,343)
Net USD debt   643,700    592,500    639,657 
Hedged future USD revenues   (258,200)   (52,000)   (53,330)
Unhedged USD borrowings(1)   385,500    540,500    586,327 
Closing exchange rate   1.2208    1.2716    1.1173 

 

(1) A further portion of the profit and loss exposure (within net finance income/costs) on unhedged USD borrowings is naturally offset by the fair value of foreign exchange based embedded derivatives in host Commercial revenue contracts.

 

41 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

28Financial risk management (continued)

 

28.2Hedging activities (continued)

 

The Group hedges its cash flow interest rate risk where considered appropriate using interest rate swaps. Such interest rate swaps have the economic effect of converting a portion of variable rate borrowings from floating rates to fixed rates. The effective portion of changes in the fair value of the interest rate swap is initially recognized in other comprehensive income, rather than being recognized in the statement of profit or loss immediately. Amounts previously recognized in other comprehensive income and accumulated in the hedging reserve are subsequently reclassified into the statement of profit or loss in the same accounting period, and within the same statement of profit or loss line (i.e. net finance costs), as the underlying interest payments, which given the term of the swap will be between October 2023 to June 2024. The following table details the interest rate swaps at the reporting date that are used to hedge borrowings:

 

  

30 September

2023

   30 June
2023
   30 September
2022
 
Principal value of loan outstanding ($‘000)   150,000    150,000    150,000 
Rate received   1 month $ SOFR    1 month $ SOFR    1 month $ LIBOR 
Rate paid   Fixed 1.9215%    Fixed 1.9215%    Fixed 2.032% 
Expiry date   30 June 2024    30 June 2024    30 June 2024 

 

As of 30 September 2023, the fair value of the above interest rate swaps was an asset of £3,497,000 (30 June 2023: asset of £4,173,000; 30 September 2022: asset of £5,173,000).

 

The Group also seeks to hedge the majority of the foreign exchange risk on revenue arising as a result of participation in UEFA club competitions, either by using contracted future foreign exchange expenses (including player transfer fee commitments) or by placing forward foreign exchange contracts, at the point at which it becomes reasonably certain that it will receive the revenue. The Group also seeks to hedge the foreign exchange risk on other contracted future foreign exchange expenses using available foreign exchange cash balances and forward foreign exchange contracts.

 

Summary of hedging reserve

 

The Group’s hedging reserve comprises of two separate hedging reserves, the cash flow hedge reserve and the cost of hedging reserve. Details of balances in each reserve (net of tax) are shown below.

 

  

At 30 September 2023

£’000

  

At 30 June 2023

£’000

  

At 30 September 2022

£’000

 
Cash flow hedge reserve   (2,528)   2,815    659 
Cost of hedging reserve   (419)   1,187    - 
Total hedging reserve   (2,947)   4,002    659 

 

42 

 

 

Manchester United plc

Notes to the interim consolidated financial statements – unaudited (continued)

 

29Contingent liabilities and contingent assets

 

29.1Contingent liabilities

 

The Group had contingent liabilities at 30 September 2023 in respect of:

 

(i)Transfer fees

 

Under the terms of certain contracts with other football clubs and agents in respect of player transfers, additional amounts, in excess of the amounts included in the cost of registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognized within the cost of registrations when the Group considers that it is probable that the condition related to the payment will be achieved. The maximum additional amounts that could be payable is £150,053,000 (30 June 2023: £133,142,000; 30 September 2022: £149,031,000). No material adjustment was required to the amounts included in the cost of registrations during the period (2022: no material adjustments) and consequently there was no material impact on the amortization of registration charges in the statement of profit or loss (2022: no material impact). As of 30 September 2023, the potential amount payable by type of condition and category of player was:

 

   First team squad
£’000
   Other
£’000
   Total
£’000
 
Type of condition:               
MUFC appearances/team success/new contract   78,761    25,938    104,699 
International appearances   10,234    2,014    12,248 
Awards   32,008    -    32,008 
Other   925    173    1,098 
    121,928    28,125    150,053 

 

(ii)Tax matters

 

We are currently in active discussions with UK tax authorities over a number of tax areas in relation to arrangements with players and players' representatives. It is possible that in the future, as a result of discussions between the Group and UK tax authorities, as well as discussions UK tax authorities are holding with other stakeholders within the football industry, interpretations of applicable rules will be challenged, which could result in liabilities in relation to these matters. The information usually required by IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’, is not disclosed on the grounds that it is not practicable to be disclosed.

 

29.2Contingent assets

 

(i)Transfer fees

 

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable to the Group if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Group when probable and recognized when virtually certain. As of 30 September 2023, the amount of such receipt considered to be probable was £nil (30 June 2023: £nil; 30 September 2022: £nil).

 

43 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

30Capital commitments

 

At 30 September 2023, the Group had contracted capital expenditure relating to property, plant and equipment amounting to £2,019,000 (30 June 2023: £5,152,000; 30 September 2022: £1,167,000) and to other intangible assets amounting to £nil (30 June 2023: £nil; 30 September 2022: £13,000). These amounts are not recognized as liabilities.

 

31Events after the reporting period

 

31.1Revolving facilities

 

On 10 October 2023, a drawdown on the Group’s revolving facilities was made. This comprised of a £35.0 million drawdown under our initial revolving facility with Bank of America, a £12.5 million drawdown under our bilateral facility with Bank of America and a £12.5 million drawdown under our revolving facility with Santander. This took the total drawdown as of 10 October 2023 to £260.0 million from available facilities of £300.0 million.

 

31.2Management transition

 

On 15 November 2023, the Group announced that Richard Arnold was stepping down from his role as Chief Executive Officer after 16 years with the club. The Group’s Chief Legal Officer, Patrick Stewart, will take over as CEO on an interim basis with a search process carried out for a new permanent CEO.

 

31.3Premier League broadcasting rights - 2025/26 to 2028/29

 

On 4 December 2023, the Premier League announced that it had concluded agreements for the UK broadcasting rights of Premier League matches and highlights for the four seasons from 2025/26 to 2028/29. The total value to the league of the agreed packages is £6.7 billion across the four-year period.

 

31.4Entry into transaction agreement with Sir Jim Ratcliffe

 

On 24 December 2023, the Group announced that it had entered into an agreement under which Chairman of INEOS, Sir Jim Ratcliffe, will acquire 25% of all Class B shares and up to 25% of all Class A shares and provide an additional $300 million of investment into the Club. The transaction is subject to customary regulatory approvals that have not been completed at the date of this report.

 

31.5Registrations

 

Subsequent to 30 September 2023, the playing registrations of certain footballers have been disposed of. Total net proceeds were £1,594,000 and the associated net book value was £nil. Additionally, solidarity contributions, training compensation, sell-on fees and contingent consideration totalling £380,000 became receivable in respect of previous playing registration disposals.

 

Also subsequent to 30 September 2023, the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £2,755,000. Also subsequent to 30 September 2023, sell-on fees and contingent consideration totalling £3,000,000 became payable in respect of previous playing registration acquisitions.

 

32Related party transactions

 

As of 30 September 2023, trusts and other entities controlled by six lineal descendants of Mr. Malcolm Glazer collectively own 4.37% of our issued and outstanding Class A ordinary shares and all of our issued and outstanding Class B ordinary shares, representing 95.62% of the voting power of our outstanding capital stock.

 

44 

 

 

Manchester United plc 

Notes to the interim consolidated financial statements – unaudited (continued)

 

33Subsidiaries

 

The following companies are the subsidiary undertakings of the Company as of 30 September 2023:

 

Subsidiaries  Principal activity  % of ownership
interest
 
Red Football Finance Limited*  Dormant company   100 
Red Football Holdings Limited*  Holding company   100 
Red Football Shareholder Limited  Holding company   100 
Red Football Joint Venture Limited  Holding company   100 
Red Football Limited  Holding company   100 
Red Football Junior Limited  Holding company   100 
Manchester United Limited  Holding company   100 
Alderley Urban Investments Limited  Property investment   100 
Manchester United Football Club Limited  Professional football club   100 
Manchester United Women’s Football Club Limited  Professional football club   100 
Manchester United Interactive Limited  Dormant company   100 
MU 099 Limited  Dormant company   100 
MU Commercial Holdings Limited  Non-trading company   100 
MU Commercial Holdings Junior Limited  Non-trading company   100 
MU Finance Limited  Non-trading company   100 
MU RAML Limited  Retail and licensing company   100 
MUTV Limited  Media company   100 
RAML USA LLC  Dormant company   100 

 

* Direct investment of Manchester United plc, others are held by subsidiary undertakings.

 

All of the above are incorporated and operate in England and Wales, with the exception of Red Football Finance Limited which is incorporated and operates in the Cayman Islands and RAML USA LLC which is incorporated in the United States.

 

45