6-K
Manchester United plc (MANU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2023Commission File Number: 001-35627
MANCHESTER UNITED PLC
(Translation of registrant’s name into English)
Old Trafford
Manchester M16 0RA
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7). ¨
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 27, 2023
| MANCHESTER UNITED PLC | |
|---|---|
| By: | /s/ Cliff Baty |
| Name: Cliff Baty | |
| Title: Chief Financial Officer |
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release of Manchester United plc, dated June 27, 2023 |
Exhibit 99.1
| CORPORATE RELEASE | 27 June 2023 |
|---|
Manchester UnitedPLC Reports
Third Quarter Fiscal 2023 Results
Key Points
| · | For fiscal 2023, the Company raises its previous revenue guidance to a record £630 million to £640 million and raises its adjusted EBITDA guidance to £140 million to £150 million |
|---|---|
| · | The men’s first team ended the 2022/23 domestic season in 3^rd^ place and secured a return to the UEFA Champions League for the 2023/24 season |
| · | Signed new men’s contracts with Luke Shaw, Alejandro Garnacho and Diogo Dalot |
| · | For the 2022/23 Women’s Super League season, the women’s team earned second place and qualified for the UEFA Women’s Champions League for the upcoming 2023/24 season |
| · | Club continues to achieve record-breaking attendance and Matchday hospitality revenues, as well as record global memberships and record Museum & Tour visits |
| · | Club returns to the US for its Summer Tour 2023 with matches in New York, San Diego, Houston and Las Vegas; matches will take place from 22-30 July |
MANCHESTER, England – 27 June 2023 – Manchester United (NYSE: MANU; the “Company,” the “Group” and the “Club”) – one of the most popular and successful sports teams in the world – today announced financial results for the 2023 fiscal third quarter ended 31 March 2023.
Outlook
For fiscal 2023, the Company raises its previous revenue guidance from £590 million to £610 million to a record £630 million to £640 million and raises its previous adjusted EBITDA guidance of £125 million to £140 million to £140 million to £150 million.
| Phasing of Premier League<br> games | Quarter<br> 1 | Quarter<br> 2 | Quarter<br> 3 | Quarter<br> 4 | Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022/23 season | 6 | 10 | 10 | 12 | 38 | |||||
| 2021/22 season | 6 | 12 | 11 | 9 | 38 |
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Key Financials (unaudited)
| Three months ended<br> <br>31 March | Nine months ended<br> <br>31 March | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| £ million (except loss per share) | 2023 | 2022 | Change | 2023 | 2022 | Change | ||||||||||||
| Commercial revenue | 69.4 | 65.6 | 5.8 | % | 235.5 | 194.4 | 21.1 | % | ||||||||||
| Broadcasting revenue | 50.7 | 51.5 | (1.6 | )% | 144.5 | 181.2 | (20.3 | )% | ||||||||||
| Matchday revenue | 49.9 | 35.7 | 39.8 | % | 101.1 | 89.1 | 13.5 | % | ||||||||||
| Total revenue | 170.0 | 152.8 | 11.3 | % | 481.1 | 464.7 | 3.5 | % | ||||||||||
| Adjusted EBITDA^(1)^ | 39.7 | 20.4 | 94.6 | % | 111.7 | 89.6 | 24.7 | % | ||||||||||
| Operating loss | (4.7 | ) | (21.8 | ) | (78.4 | )% | (10.9 | ) | (26.6 | ) | (59.0 | )% | ||||||
| Loss for the period (i.e. net loss) | (5.6 | ) | (27.7 | ) | (79.8 | )% | (25.8 | ) | (44.7 | ) | (42.3 | )% | ||||||
| Basic loss per share (pence) | (3.40 | ) | (17.01 | ) | (80.0 | )% | (15.80 | ) | (27.40 | ) | (42.3 | )% | ||||||
| Adjusted loss for the period (i.e. adjusted net loss)^(1)^ | (12.1 | ) | (22.4 | ) | (46.0 | )% | (32.1 | ) | (27.5 | ) | 16.7 | % | ||||||
| Adjusted basic loss per share (pence)^(1)^ | (7.41 | ) | (13.75 | ) | (46.1 | )% | (19.66 | ) | (16.89 | ) | 16.4 | % | ||||||
| Non-current borrowings in USD (contractual currency)^(2)^ | $ | 650.0 | $ | 650.0 | 0.0 | % | $ | 650.0 | $ | 650.0 | 0.0 | % |
^(1)^ Adjusted EBITDA, adjusted loss for the period and adjusted basic loss per share are non-IFRS measures. See “Non-IFRS Measures: Definitions and Use” on page 7 and the accompanying Supplemental Notes for the definitions and reconciliations for these non-IFRS measures and the reasons we believe these measures provide useful information to investors regarding the Group’s financial condition and results of operations.
^(2)^ In addition to non-current borrowings, the Group maintains a revolving credit facility which varies based on seasonal flow of funds. The outstanding balance of the revolving credit facility as of 31 March 2023 was £200.0 million and total current borrowings including accrued interest payable was £203.7 million. Based on the club's expected seasonal working capital cycle, it is anticipated that the club would have the ability to reduce the balance on the club's facilities to approximately £40 million at 30 June 2023.
| 2 |
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Football
| · | For<br> the 2022/23 season, the men’s first team ended in third place in the Premier League<br> and has qualified for the UEFA Champions League for the upcoming 2023/24 season |
|---|---|
| · | The<br> men’s first team reached the Men’s FA Cup Final for the 21st time on 3 June and<br> finished runners-up |
| · | New<br> contracts were signed with Luke Shaw, Alejandro Garnacho and Diogo Dalot |
| · | For<br> the 2022/23 Women’s Super League season, the women’s team earned second place<br> and has qualified for the UEFA Champions League for the upcoming 2023/24 season |
| · | The<br> women’s team reached the Women’s FA Cup Final for the first time on 14 May and<br> finished runners-up |
| · | England<br> U19 international Evie Rabjohn has agreed to join the women’s team at the end of the<br> season |
Fan Engagement and Partnerships
| · | On 30<br> April the Club held an #ILoveUnited event in Singapore, with record-breaking fan attendance<br> and activations from 16 global partners |
|---|---|
| · | On 3<br> May, the club unveiled a new Jimmy Murphy statue at the Stretford End of Old Trafford, developed<br> in partnership with fan groups |
| · | Club<br> gifts were provided to supporters at both the Men’s and Women’s FA Cup Finals<br> and Club worked with fan groups on stadium branding |
| · | During<br> the quarter, there were a record 275 Manchester United Supporters’ Clubs in 94 countries |
| · | Club<br> launched its new “Warm-Up” social event for Supporters’ Clubs before matches<br> at Old Trafford |
| · | Club<br> held quarterly meetings of the Fans’ Advisory Board and the Fans’ Forum |
Facilities – Venue and Operations
| · | Record<br> match attendance and match-by-match hospitality revenues continued to be driven by strong<br> pitch performance across all competitions; ticket sales for the current 2022/23 season have<br> surpassed the record set in 2016/17 totalling a cumulative 2.4 million tickets sold |
|---|---|
| · | Record<br> sales of global memberships, with the 2022/23 program having closed at 360,000 members, the<br> largest paid membership program in world sport |
| · | Continued<br> exceptional demand for tickets, with over 146,000 individuals currently on the Season Ticket<br> waiting list; 2023/24 renewals for Season Tickets and Executive Club, which launched in February,<br> sold out in record time with the lowest ever churn |
| · | Continued<br> momentum in demand for women’s football with Leigh Sport Village ticket sales for the<br> 2022/23 season 200% higher than the 2021/22 season |
| · | During<br> the third quarter, Old Trafford hosted its second Women’s Super League fixture of the<br> season, against West Ham United, with approximately 28,000 fans in attendance |
| · | State<br> of the art WiFi was recently rolled out across the stadium and surrounding footprint with<br> further upgrades planned for the summer across Old Trafford’s general admission, hospitality<br> and football facilities; ongoing upgrades remain in progress at the Carrington Training Centre,<br> including a new £7 million facility for the Women’s and Academy teams |
| · | Old<br> Trafford hosted Soccer Aid for Unicef on 11 June and the England International on 19<br> June |
| · | Club<br> returns to the US for its Summer Tour 2023 with an exciting schedule of matches in New York,<br> San Diego, Las Vegas, and Houston |
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Digital Products & Experiences
| · | Club<br> gained 5.3 million followers and generated more than 601 million digital interactions and<br> 2.33 billion video views across all global social platforms in the third quarter |
|---|---|
| · | Successful<br> new product launches included the adidas Originals line & 23/24 training kits |
| · | Club<br> rolled out e-commerce single sign-on functionality across its mobile app and e-commerce platforms |
| · | Successful<br> soft launch of the 23/24 Official Membership program with more sales than usual in the<br> early months of the calendar year |
| · | Club<br> plans to launch its next digital collectibles focusing on the 92/93 season in early July;<br> Club continues delivery of its ‘Collect United’ rewards programme for Devil-holders<br> from our 1st paid digital collectibles drop |
| · | MUTV<br> Linear renewals signed with Vodafone (Iceland) and Canal+ (Myanmar) to further increase the<br> availability of MUTV around the world |
Revenue Analysis
Commercial
Commercial revenue for the quarter was £69.4 million, an increase of £3.8 million, or 5.8%, over the prior year quarter.
| · | Sponsorship revenue was £41.0 million, an increase of £1.8 million, or 4.6%, over the<br> prior year quarter, primarily due to new sponsorship agreements. |
|---|---|
| · | Retail, Merchandising, Apparel & Product Licensing revenue was £28.4 million,<br> an increase of £2.0 million, or 7.6%, over the prior year quarter, primarily due to<br> an increased number of matches played at Old Trafford. |
Broadcasting
Broadcasting revenue for the quarter was £50.7 million, a decrease of £0.8 million, or 1.6%, over the prior year quarter, as a result of the men’s first team participating in the UEFA Europa League compared to the UEFA Champions League in the prior year, partially offset by progression in domestic cup competitions.
Matchday
Matchday revenue for the quarter was £49.9 million, an increase of £14.2 million, or 39.8%, over the prior year quarter, due to playing 5 additional home matches in the current year quarter, compared to the prior year quarter.
Other Financial Information
Operatingexpenses
Total operating expenses for the quarter were £176.7 million, an increase of £1.4 million, or 0.8%, over the prior year quarter.
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Employeebenefit expenses
Employee benefit expenses for the quarter were £85.0 million, a decrease of £16.8 million, or 16.5%, over the prior year quarter as a result of squad turnover and the men’s first team not participating in Champions League in the current year.
Other operating expenses
Other operating expenses for the quarter were £45.3 million, an increase of £14.7 million, or 48.0%, over the prior year quarter. This is primarily due to increased matchday costs associated with progression in domestic cup competitions.
Depreciationand amortization
Depreciation for the quarter was £3.5 million, consistent with the prior year quarter. Amortization for the quarter was £42.9 million, an increase of £3.5 million, or 8.9%, over the prior year quarter, due to investment in the first team playing squad. The unamortized balance of registrations on 31 March 2023 was £416.7 million.
Profit ondisposal of intangible assets
Profit on disposal of intangible assets for the quarter was £2.0 million, compared to a profit of £0.7 million for the prior year quarter.
Net financecosts
Net finance costs for the quarter were £1.0 million, compared to £14.1 million in the prior year quarter. The movement was driven by a favorable swing in foreign exchange rates in the current quarter, largely offsetting interest costs payable on borrowings. This compares to an unfavorable swing in foreign exchange rates in the prior year quarter.
Income tax
The income tax credit for the quarter was £0.1 million, compared to a credit of £8.2 million in the prior year quarter.
Cash flows
Overall cash and cash equivalents (including the effects of exchange rate movements) increased by £42.7 million in the quarter to 31 March 2023, compared to an increase of £8.4 million in the prior year quarter.
Net cash inflow from operating activities for the quarter was £54.1 million, an increase of £30.9 million compared to a net cash inflow in the prior year quarter of £23.2 million.
Net capital expenditure on property, plant and equipment for the quarter was £2.7 million, an increase of £2.0 million over the prior year quarter.
Net capital expenditure on intangible assets for the quarter was £8.7 million, an increase of £5.5 million over the prior year quarter.
Net cash outflow from financing activities for the quarter was £0.2 million, compared to £11.3 million in the prior year quarter.
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Balance sheet
Our USD non-current borrowings as of 31 March 2023 were $650 million, which was unchanged from 31 March 2022. As a result of the year-on-year change in the USD/GBP exchange rate from 1.3158 at 31 March 2022 to 1.2369 at 31 March 2023, our non-current borrowings when converted to GBP were £521.5 million, compared to £489.2 million at the prior year quarter.
In addition to non-current borrowings, the Group maintains a revolving credit facility which varies based on seasonal flow of funds. Current borrowings at 31 March 2023 were £203.7 million compared to £102.3 million at 31 March 2022.
As of 31 March 2023, cash and cash equivalents were £73.7 million compared to £95.8 million at the prior year quarter, primarily due to investment in the first team playing squad.
About Manchester United
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 145-year football heritage we have won 67 trophies, enabling us to develop what we believe is one of the world’s leading sports and entertainment brands with a global community of 1.1 billion fans and followers. Our large, passionate and highly engaged fan base provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, broadcasting and matchday initiatives which in turn, directly fund our ability to continuously reinvest in the club.
CautionaryStatements
This press release contains forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to the Company’s 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 certain expectations and uncertainties related to the COVID-19 pandemic and 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 press release 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 Registration Statement on Form F-1, as amended (File No. 333-182535) and the Company’s Annual Report on Form 20-F (File No. 001-35627) as supplemented by the risk factors contained in the Company’s other filings with the Securities and Exchange Commission.
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Non-IFRSMeasures: Definitions and Use
| 1. | Adjusted EBITDA |
|---|
Adjusted EBITDA is defined as loss for the period before depreciation, amortization, profit on disposal of intangible assets, net finance costs, exceptional items and tax.
Adjusted EBITDA is useful as a measure of comparative operating performance from period to period and among companies as it is reflective of changes in pricing decisions, cost controls and other factors that affect operating performance, and it removes the effect of our asset base (primarily depreciation and amortization), material volatile items (primarily profit on disposal of intangible assets and exceptional items), capital structure (primarily finance costs), and items outside the control of our management (primarily taxes). Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for an analysis of our results as reported under IFRS as issued by the IASB. A reconciliation of loss for the period to adjusted EBITDA is presented in supplemental note 2.
| 2. | Adjusted loss for the period (i.e. adjusted net loss) |
|---|
Adjusted loss for the period is calculated, where appropriate, by adjusting for charges/credits related to exceptional items, foreign exchange gains/losses on unhedged US dollar denominated borrowings (including foreign exchange losses immediately reclassified from the hedging reserve following change in contract currency denomination of future revenues), and fair value movements on embedded foreign exchange derivatives and foreign currency options, adding/subtracting the actual tax expense/credit for the period, and subtracting/adding the adjusted tax expense/credit for the period (based on a normalized tax rate of 21%; 2022: 21%). The normalized tax rate of 21% is the current US federal corporate income tax rate.
In assessing the comparative performance of the business, in order to get a clearer view of the underlying financial performance of the business, it is useful to strip out the distorting effects of the items referred to above and then to apply a ‘normalized’ tax rate (for both the current and prior periods) of the weighted average US federal corporate income tax rate of 21% (2022: 21%) applicable during the financial year. A reconciliation of loss for the period to adjusted loss for the period is presented in supplemental note 3.
3. Adjusted basic and dilutedloss per share
Adjusted basic and diluted loss per share are calculated by dividing the adjusted loss for the period by the weighted average number of ordinary shares in issue during the period. Adjusted 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. There is 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. Adjusted basic and diluted loss per share are presented in supplemental note 3.
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Key Performance Indicators
| Three months ended | Nine months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| 31<br> March | 31<br> March | |||||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenue | ||||||||
| Commercial %<br> of total revenue | 40.8 | % | 42.9 | % | 49.0 | % | 41.8 | % |
| Broadcasting % of total revenue | 29.8 | % | 33.7 | % | 30.0 | % | 39.0 | % |
| Matchday % of total revenue | 29.4 | % | 23.4 | % | 21.0 | % | 19.2 | % |
| 2022/23 Season | 2021/22<br><br><br> Season | 2022/23 Season | 2021/22<br><br><br> Season | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Home<br> Matches Played | ||||||||
| PL | 6 | 6 | 13 | 15 | ||||
| UEFA competitions | 2 | 1 | 5 | 4 | ||||
| Domestic Cups | 6 | 2 | 8 | 3 | ||||
| Away<br> Matches Played | ||||||||
| PL | 4 | 5 | 13 | 14 | ||||
| UEFA competitions | 2 | 1 | 5 | 4 | ||||
| Domestic Cups | 2 | - | 2 | - | ||||
| Other | ||||||||
| Employees at<br> period end | 1,243 | 1,214 | 1,243 | 1,214 | ||||
| Employee benefit<br> expenses % of revenue | 50 | % | 66.8 | % | 50.8 | % | 62.0 | % |
| Contacts<br><br> <br>**** | ||||||||
| --- | --- | |||||||
| Investor Relations*:<br><br> <br>Corinna Freedman<br><br> <br>Head of Investor Relations<br><br> <br>+44 738 491 0828<br><br> <br>Corinna.Freedman@manutd.co.uk | Media Relations:*<br><br> <br>Andrew Ward<br><br> <br>Director of Media Relations &<br> Public Affairs<br><br> <br>+44 161 676 7770<br><br> <br>andrew.ward@manutd.co.uk |
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CONSOLIDATEDSTATEMENT OF PROFIT OR LOSS
(unaudited; in £ thousands,except per share and shares outstanding data)
| Three months ended<br> <br>31 March | Nine months ended<br> <br>31 March | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||||
| Revenue from contracts<br> with customers | 170,048 | 152,848 | 481,070 | 464,749 | ||||||||
| Operating expenses | (176,675 | ) | (175,370 | ) | (507,959 | ) | (509,190 | ) | ||||
| Profit on disposal of intangible<br> assets | 1,949 | 721 | 15,969 | 17,879 | ||||||||
| Operating loss | (4,678 | ) | (21,801 | ) | (10,920 | ) | (26,562 | ) | ||||
| Finance costs | (14,657 | ) | (17,676 | ) | (30,777 | ) | (40,267 | ) | ||||
| Finance income | 13,656 | 3,568 | 10,903 | 9,033 | ||||||||
| Net finance costs | (1,001 | ) | (14,108 | ) | (19,874 | ) | (31,234 | ) | ||||
| Loss before income tax | (5,679 | ) | (35,909 | ) | (30,794 | ) | (57,796 | ) | ||||
| Income tax credit | 132 | 8,182 | 5,037 | 13,128 | ||||||||
| Loss for the<br> period | (5,547 | ) | (27,727 | ) | (25,757 | ) | (44,668 | ) | ||||
| Basic earnings per share: | ||||||||||||
| Basic loss per share (pence) | (3.40 | ) | (17.01 | ) | (15.80 | ) | (27.40 | ) | ||||
| Weighted average number of ordinary shares used as the<br> denominator in calculating basic loss per share (thousands) | 163,062 | 163,003 | 163,062 | 163,000 | ||||||||
| Diluted earnings per share: | ||||||||||||
| Diluted loss per share (pence) ^(1)^ | (3.40 | ) | (17.01 | ) | (15.80 | ) | (27.40 | ) | ||||
| Weighted average number of ordinary<br> shares and potential ordinary shares used as the denominator in calculating diluted loss per share (thousands) ^(1)^ | 163,062 | 163,003 | 163,062 | 163,000 |
^(1)^ For the three and nine months ended 31 March 2023 and the three months and nine months ended 31 March 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.
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CONSOLIDATEDBALANCE SHEET
(unaudited; in £ thousands)
| As<br> of | ||||||
|---|---|---|---|---|---|---|
| 31 March<br> <br>2023 | 30<br> June <br>2022 | 31<br> March <br>2022 | ||||
| ASSETS | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | 242,730 | 242,661 | 243,752 | |||
| Right-of-use assets | 2,952 | 4,072 | 4,510 | |||
| Investment properties | 20,063 | 20,273 | 20,343 | |||
| Intangible assets | 843,307 | 743,278 | 776,525 | |||
| Trade receivables | 21,485 | 29,757 | 35,423 | |||
| Derivative financial instruments | 15,102 | 16,462 | 6,977 | |||
| 1,145,639 | 1,056,503 | 1,087,530 | ||||
| Current assets | ||||||
| Inventories | 2,645 | 2,200 | 2,692 | |||
| Prepayments | 16,595 | 15,534 | 19,388 | |||
| Contract assets – accrued revenue | 62,873 | 36,239 | 45,524 | |||
| Trade receivables | 60,321 | 49,210 | 56,763 | |||
| Other receivables | 2,031 | 1,569 | 1,032 | |||
| Income tax receivable | 4,410 | 4,590 | 834 | |||
| Derivative financial instruments | 5,894 | 6,597 | 2,362 | |||
| Cash and cash equivalents | 73,733 | 121,223 | 95,791 | |||
| 228,502 | 237,162 | 224,386 | ||||
| Total assets | 1,374,141 | 1,293,665 | 1,311,916 |
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CONSOLIDATEDBALANCE SHEET (continued)
(unaudited; in £ thousands)
| As of | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 31 March 2023 | 30 June <br>2022 | 31 March <br>2022 | |||||||
| EQUITY AND LIABILITIES | |||||||||
| Equity | |||||||||
| Share capital | 53 | 53 | 53 | ||||||
| Share premium | 68,822 | 68,822 | 68,822 | ||||||
| Treasury shares | (21,305 | ) | (21,305 | ) | (21,305 | ) | |||
| Merger reserve | 249,030 | 249,030 | 249,030 | ||||||
| Hedging reserve | 1,993 | 950 | 804 | ||||||
| Accumulated losses | (194,085 | ) | (170,042 | ) | (85,917 | ) | |||
| 104,508 | 127,508 | 211,487 | |||||||
| Non-current liabilities | |||||||||
| Deferred tax liabilities | 1,939 | 7,402 | 22,882 | ||||||
| Contract liabilities - deferred revenue | 3,842 | 16,697 | 19,057 | ||||||
| Trade and other payables | 155,903 | 102,347 | 97,043 | ||||||
| Borrowings | 521,482 | 530,365 | 489,240 | ||||||
| Lease liabilities | 2,367 | 2,869 | 2,909 | ||||||
| Derivative financial instruments | 1,303 | 49 | 456 | ||||||
| Provisions | 91 | 11,586 | 4,805 | ||||||
| 686,927 | 671,315 | 636,392 | |||||||
| Current liabilities | |||||||||
| Contract liabilities - deferred revenue | 130,081 | 165,847 | 140,047 | ||||||
| Trade and other payables | 235,508 | 220,587 | 216,190 | ||||||
| Income tax liabilities | - | - | 2,189 | ||||||
| Borrowings | 203,665 | 105,757 | 102,295 | ||||||
| Lease liabilities | 792 | 1,561 | 1,636 | ||||||
| Derivative financial instruments | 48 | 32 | 673 | ||||||
| Provisions | 12,612 | 1,058 | 1,007 | ||||||
| 582,706 | 494,842 | 464,037 | |||||||
| Total equity and liabilities | 1,374,141 | 1,293,665 | 1,311,916 |
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CONSOLIDATED STATEMENTOF CASH FLOWS
(unaudited; in £ thousands)
| Three<br> months ended 31<br> March | Nine<br> months ended 31<br> March | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 ’000 | 2022<br> ’000 | 2023 ’000 | 2022<br> ’000 | |||||
| Cash flows from operating activities | ||||||||
| Cash generated from operations (see supplemental<br> Note 4) | ||||||||
| Interest paid | ) | ) | ) | ) | ||||
| Interest received | ||||||||
| Tax paid | ) | ) | ) | ) | ||||
| Net cash inflow/(outflow)<br> from operating activities | ) | |||||||
| Cash flows from investing activities | ||||||||
| Payments for property, plant and equipment | ) | ) | ) | ) | ||||
| Payments for intangible assets | ) | ) | ) | ) | ||||
| Proceeds from sale of intangible<br> assets | ||||||||
| Net cash outflow<br> from investing activities | ) | ) | ) | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from borrowings | ||||||||
| Principal elements of lease payments | ) | ) | ) | ) | ||||
| Dividends paid | ) | ) | ||||||
| Net cash (outflow)/inflow<br> from financing activities | ) | ) | ||||||
| Effects of exchange rate movements<br> on cash and cash equivalents | ||||||||
| Net increase/(decrease) in cash and<br> cash equivalents | ) | ) | ||||||
| Cash and cash equivalents at beginning<br> of period | ||||||||
| Cash and cash<br> equivalents at end of period |
All values are in British Pounds.
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SUPPLEMENTALNOTES
| 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.
| 2 | Reconciliation of loss for the period to adjusted EBITDA | |||||||
|---|---|---|---|---|---|---|---|---|
| Three<br> months ended 31<br> March | Nine<br> months ended 31<br> March | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2023 ’000 | 2022<br> ’000 | 2023 ’000 | 2022<br> ’000 | |||||
| Loss for the period | ) | ) | ) | ) | ||||
| Adjustments: | ||||||||
| Income tax credit | ) | ) | ) | ) | ||||
| Net finance costs | ||||||||
| Profit on disposal of intangible assets | ) | ) | ) | ) | ||||
| Exceptional items | ||||||||
| Amortization | ||||||||
| Depreciation | ||||||||
| Adjusted EBITDA |
All values are in British Pounds.
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| --- | | 3 | Reconciliation of loss for the period to adjusted loss for the period and adjusted basic and diluted loss per share | | --- | --- | | | Three months ended <br>31 March | | | | Nine months ended<br> 31 March | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2023<br> ’000 | | 2022 ’000 | | 2023<br> ’000 | | 2022 ’000 | | | Loss for the period | | ) | | ) | | ) | | ) | | Exceptional items | | | | | | | | | | Foreign exchange (gains)/losses on unhedged US dollar denominated borrowings | | ) | | | | ) | | | | Fair value movement on embedded foreign exchange derivatives | | | | ) | | | | ) | | Income tax credit | | ) | | ) | | ) | | ) | | Adjusted loss before income tax | | ) | | ) | | ) | | ) | | Adjusted income tax credit (using a normalized tax rate of 21% (2022: 21%)) | | | | | | | | | | Adjusted loss for the period (i.e. adjusted net loss) | | ) | | ) | | ) | | ) | | Adjusted basic loss per share: | | | | | | | | | | Adjusted loss per share (pence) | | ) | | ) | | ) | | ) | | Weighted average number of ordinary shares used as the denominator in calculating adjusted basic loss per share (thousands) | | | | | | | | | | Adjusted diluted loss per share: | | | | | | | | | | Adjusted diluted loss per share (pence) ^(1)^ | | ) | | ) | | ) | | ) | | Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating adjusted diluted loss per share (thousands) ^(1)^ | | | | | | | | |
All values are in British Pounds.
^(1)^ For the three and nine months ended 31 March 2023 and the three and nine months ended 31 March 2022, potential ordinary shares are anti-dilutive, as their inclusion in the adjusted diluted loss per share calculation would reduce the loss per share, and hence have been excluded.
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| --- | | 4 | Cash generated from operations | | --- | --- | | | Three<br> months ended 31<br> March | | | | Nine<br> months ended 31<br> March | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2023 ’000 | | 2022<br> ’000 | | 2023 ’000 | | 2022<br> ’000 | | | Loss for the period | | ) | | ) | | ) | | ) | | Income tax<br> credit | | ) | | ) | | ) | | ) | | Loss before income tax | | ) | | ) | | ) | | ) | | Adjustments for: | | | | | | | | | | Depreciation | | | | | | | | | | Amortization | | | | | | | | | | Profit on disposal of intangible<br> assets | | ) | | ) | | ) | | ) | | Net finance costs | | | | | | | | | | Non-cash employee benefit expense<br> – equity-settled share-based payments | | | | | | | | | | Foreign exchange losses/(gains)<br> on operating activities | | | | ) | | | | ) | | Reclassified from hedging reserve | | | | ) | | ) | | ) | | Changes in working capital: | | | | | | | | | | Inventories | | | | | | ) | | ) | | Prepayments | | | | | | ) | | ) | | Contract assets – accrued<br> revenue | | ) | | | | ) | | ) | | Trade receivables | | | | ) | | | | ) | | Other receivables | | | | | | ) | | ) | | Contract liabilities – deferred<br> revenue | | ) | | ) | | ) | | | | Trade and<br> other payables | | | | | | ) | | | | Provisions | | ) | | | | | | | | Cash<br> generated from operations | | | | | | | | |
All values are in British Pounds.
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