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 February, 2025
Commission 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 ⌧ 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: February 19, 2025
| |
MANCHESTER UNITED PLC |
| |
|
| |
By: |
/s/ Roger Bell |
| |
Name: Roger Bell |
| |
Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
| CORPORATE RELEASE | 19
February 2025 |
Manchester
United Plc Reports
Second
Quarter Fiscal 2025 Results
Key
Points
| · | The
Men’s first team reached the round of 16 of both the UEFA Europa League and the FA
Cup while the Women’s team reached the Quarter-Finals of the Women’s FA Cup |
| · | The
Club welcomes Ayden Heaven and Patrick Dorgu to the men’s first team and Kayla Rendell
to the women’s team; the Club extended contracts with Amad Diallo, Harry Maguire, Grace
Clinton, Jayde Riviere and Jess Simpson and loaned out a total of 8 players across both teams,
including Marcus Rashford, Tyrell Malacia and Antony |
| · | Total
revenues declined 12% in the quarter primarily driven by lower Broadcasting revenues which
declined 42.1% to £61.6 million related to participation in the UEFA Europa League
versus record Broadcast revenues and participation in the UEFA Champions League last year |
| · | Club
achieved Commercial revenue growth of 18.5% during the quarter to £85.1 million, driven
by the front-of-shirt partnership with Snapdragon and a full quarter of e-commerce platform
conversion |
| · | Strong
ticket demand, hospitality and record Memberships drove Matchday revenue for the quarter
to £52.0 million, 9.2% higher than last year |
| · | The
Company recorded an operating profit of £3.1 million in the quarter, versus £27.5
million in 2Q24; second quarter adjusted EBITDA was £70.5 million, down 22.9% from
£91.4 million in 2Q24 |
| · | The
Old Trafford Regeneration Task Force has completed its initial feasibility work and several
options remain under consideration |
| · | For
Fiscal 2025, the company reiterates its prior guidance of total revenues of £650 million
to £670 million and now expects adjusted EBITDA guidance to be at the high end of its
previously issued range of £145 million to £160 million |
MANCHESTER,
England – 19 February 2025 – Manchester United (NYSE: MANU; the “Company,” the “Group” and the
“Club”) today announced financial results for the 2025 fiscal second quarter ended 31 December 2024.
Management
Commentary
Omar
Berrada, Chief Executive Officer, commented, “We recognise the challenges in improving our men’s team’s league position
and we are all working hard, collectively, to achieve that. At the same time, we are pleased to have progressed to the knock-out phase
of the UEFA Europa League and the 5th Round of the FA Cup. Meanwhile, our women’s team is currently placed second in the Women’s
Super League, and has reached the Quarter Finals of the FA Cup.”
“Our
redevelopment of the Carrington Training Complex remains on track. We continue to work towards a decision on the future of Old Trafford
as part of a wider regeneration programme, which has now attracted UK Government support. This follows the work of the Old Trafford Regeneration
Task Force in demonstrating the significant economic potential of a revitalised area around a future stadium project.”
Outlook
For
fiscal 2025, the Company reiterates its previous revenue guidance of £650 million to £670 million and now expects adjusted
EBITDA guidance to be at the high end of its previously issued range of £145 million to £160 million. The club remains committed
to, and in compliance with, both the Premier League’s Profit and Sustainability Rules and UEFA’s Financial Fair Play
Regulations.
| Phasing of Premier League games | |
Quarter 1 | | |
Quarter 2 | | |
Quarter 3 | | |
Quarter 4 | | |
Total | |
| 2024/25 season | |
| 6 | | |
| 13 | | |
| 10 | | |
| 9 | | |
| 38 | |
| 2023/24 season | |
| 7 | | |
| 13 | | |
| 9 | | |
| 9 | | |
| 38 | |
| 2022/23 season | |
| 6 | | |
| 10 | | |
| 10 | | |
| 12 | | |
| 38 | |
Key
Financials (unaudited)
| £ million (except (loss)/earnings per share) |
|
Three months ended
31 December |
|
|
|
|
|
Six months ended
31 December |
|
|
|
|
| |
|
2024 |
|
|
2023 |
|
|
Change |
|
|
2024 |
|
|
2023 |
|
|
Change |
|
| Commercial revenue |
|
|
85.1 |
|
|
|
71.8 |
|
|
|
18.5 |
% |
|
|
170.4 |
|
|
|
162.2 |
|
|
|
5.1 |
% |
| Broadcasting revenue |
|
|
61.6 |
|
|
|
106.4 |
|
|
|
(42.1 |
)% |
|
|
92.9 |
|
|
|
145.7 |
|
|
|
(36.2 |
)% |
| Matchday revenue |
|
|
52.0 |
|
|
|
47.6 |
|
|
|
9.2 |
% |
|
|
78.5 |
|
|
|
75.0 |
|
|
|
4.7 |
% |
| Total revenue |
|
|
198.7 |
|
|
|
225.8 |
|
|
|
(12.0 |
)% |
|
|
341.8 |
|
|
|
382.9 |
|
|
|
(10.7 |
)% |
| Adjusted EBITDA(1) |
|
|
70.5 |
|
|
|
91.4 |
|
|
|
(22.9 |
)% |
|
|
94.2 |
|
|
|
114.7 |
|
|
|
(17.9 |
)% |
| Operating profit/(loss) |
|
|
3.1 |
|
|
|
27.5 |
|
|
|
(88.7 |
)% |
|
|
(3.8 |
) |
|
|
29.4 |
|
|
|
(112.9 |
)% |
| (Loss)/profit for the period (i.e.
(loss)/income) |
|
|
(27.7 |
) |
|
|
20.4 |
|
|
|
(235.8 |
)% |
|
|
(26.3 |
) |
|
|
(5.3 |
) |
|
|
(396.2 |
)% |
| Basic (loss)/earnings per share (pence) |
|
|
(16.35 |
) |
|
|
12.49 |
|
|
|
(230.9 |
)% |
|
|
(15.58 |
) |
|
|
(3.30 |
) |
|
|
(372.1 |
)% |
| Adjusted
(loss)/profit for the period (i.e. adjusted net (loss)/income)(1) |
|
|
(6.2 |
) |
|
|
19.3 |
|
|
|
(132.1 |
)% |
|
|
(6.5 |
) |
|
|
10.7 |
|
|
|
(160.7 |
)% |
| Adjusted basic (loss)/income per share (pence)(1) |
|
|
(3.65 |
) |
|
|
11.83 |
|
|
|
(130.9 |
)% |
|
|
(3.86 |
) |
|
|
6.56 |
|
|
|
(158.8 |
)% |
| 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)/profit for the period and adjusted basic (loss)/earnings per share are non-IFRS measures. See “Non-IFRS
Measures: Definitions and Use” on page 6 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 December 2024 was £210.0 million and total current borrowings
including accrued interest payable was £215.7 million.
Revenue
Analysis
Commercial
Commercial
revenue for the quarter was £85.1 million, an increase of £13.3 million, or 18.5%, over the prior year quarter.
| · | Sponsorship
revenue was £43.0 million, an increase of £3.8 million, or 9.7%, over the
prior year quarter, primarily due to the new Qualcomm front of shirt sponsorship agreement,
partially offset by other changes in our commercial agreements. |
| · | Retail,
Merchandising, Apparel & Product Licensing revenue was £42.1 million,
an increase of £9.5 million, or 29.1%, over the prior year quarter, due to the launch
of our new e-commerce model in partnership with SCAYLE. |
Broadcasting
Broadcasting
revenue for the quarter was £61.6 million, a decrease of £44.8 million, or 42.1%, over the prior year quarter, primarily
due to the men’s first team participating in the UEFA Europa League compared to the UEFA Champions League in the prior year.
Matchday
Matchday
revenue for the quarter was £52.0 million, an increase of £4.4 million, or 9.2%, over the prior year quarter, primarily due
to strong demand for matchday hospitality packages. The 3 months ended 31 December 2024 saw the same number of home matches played
as the 3 months ended 31 December 2023.
Other
Financial Information
Operating
expenses
Total
operating expenses for the quarter were £196.4 million, a decrease of £2.3 million, or 1.2%, over the prior year quarter.
Employee
benefit expenses
Employee
benefit expenses for the quarter were £82.5 million, a decrease of £12.6 million, or 13.2%, over the prior year quarter,
primarily due to the men’s first team participating in the UEFA Europa League in the current year, compared to the UEFA Champions
League in the prior year, resulting in a reduction in salaries.
Other
operating expenses
Other
operating expenses for the quarter were £45.7 million, an increase of £6.4 million, or 16.3%, over the prior year quarter.
This is primarily due to increased costs associated with our new e-commerce model, partially offset by a reduction in fixed costs as
a result of the Company’s focus on improving operating efficiency.
Depreciation
and amortization
Depreciation
for the quarter was £4.3 million, compared to £4.2 million in the prior year quarter. Amortization for the quarter was £49.4
million, a decrease of £1.1 million, or 2.2%, over the prior year quarter. The unamortized balance of registrations at 31 December 2024
was £517.6 million.
Exceptional
items
Exceptional
items for the quarter were a cost of £14.5 million. This relates to costs associated with the departure of former men’s first
team manager Erik ten Hag and various members of football staff.
Profit
on disposal of intangible assets
Profit
on disposal of intangible assets for the quarter was £0.8 million, compared to a profit of £0.4 million for the prior year
quarter.
Net
finance costs
Net
finance costs for the quarter were £37.6 million, compared to net finance costs of £0.3 million in the prior year quarter,
primarily due to an unfavorable swing in foreign exchange rates resulting in unrealized foreign exchange losses on unhedged USD borrowings
in the current year quarter, compared to a favorable swing in the prior year quarter.
Income
tax
The
income tax credit for the quarter was £6.8 million, compared to an income tax expense of £6.8 million in the prior year quarter.
Cash
flows
Overall
cash and cash equivalents (including the effects of exchange rate movements) decreased by £54.0 million in the quarter to 31 December 2024,
compared to a decrease of £18.0 million in the prior year quarter.
Net
cash outflow from operating activities for the quarter was £63.2 million, compared to £46.6 million in the prior year quarter.
Net
capital expenditure on property, plant and equipment for the quarter was £6.9 million, an increase of £4.1 million over the
prior year quarter.
Net
capital expenditure on intangible assets for the quarter was £49.9 million, an increase of £14.2 million over the prior year
quarter.
Net
cash inflow from financing activities for the quarter was £59.9 million, compared to £59.7 million in the prior year quarter.
This is due to £80.0 million received from INEOS Limited in exchange for the issue of Class A and Class B shares, partially
offset by a £20.0 million repayment of our revolving facilities. The prior year quarter saw a £60.0 million drawdown on our
revolving facilities.
Balance
sheet
Our
USD non-current borrowings as of 31 December 2024 were $650 million, which was unchanged from 31 December 2023. As a result
of the year-on-year change in the USD/GBP exchange rate from 1.2746 at 31 December 2023 to 1.2540 at 31 December 2024, our
non-current borrowings when converted to GBP were £515.7 million, compared to £506.5 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 December 2024 were £215.7 million compared to £266.8 million at 31 December 2023. As of 31 December 2024,
cash and cash equivalents were £95.5 million compared to £62.8 million at the prior year quarter.
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 147-year football heritage we have won 69 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.
Cautionary
Statements
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. 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.
Non-IFRS
Measures: Definitions and Use
Adjusted
EBITDA is defined as profit/(loss) for the period before depreciation, amortization, profit/(loss) on disposal of intangible assets,
exceptional items, net finance (costs)/income, 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/(loss) on disposal of intangible assets and exceptional
items), capital structure (primarily finance (costs)/income), 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 profit/(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 foreign exchange losses/gains on unhedged US dollar denominated
borrowings (including foreign exchange gains/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, subtracting/adding the actual tax
credit/expense for the period, and adding the adjusted tax credit for the period (based on an normalized tax rate of 25%; 2023: 21%).
The normalized tax rate of 25% is the current UK corporation tax rate (2023: US federal corporate income tax rate of 21%).
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 UK corporation tax rate of 25% (2023: US federal corporate income tax rate of
21% ) applicable during the financial year. A reconciliation of profit/(loss) for the period to adjusted loss/profit for the period is
presented in supplemental note 3.
| 3. | Adjusted
basic and diluted earnings/(loss) per share |
Adjusted
basic and diluted earnings/(loss) per share are calculated by dividing the adjusted earnings/(loss) for the period by the weighted average
number of ordinary shares in issue during the period. Adjusted diluted earnings/(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 earnings/(loss) per share are presented in supplemental note 3.
Key
Performance Indicators
| | |
Three months ended | | |
Six months ended | |
| | |
31 December | | |
31 December | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenue | |
| | | |
| | | |
| | | |
| | |
| Commercial %
of total revenue | |
| 42.8 | % | |
| 31.8 | % | |
| 49.8 | % | |
| 42.4 | % |
| Broadcasting %
of total revenue | |
| 31.0 | % | |
| 47.1 | % | |
| 27.2 | % | |
| 38.0 | % |
| Matchday %
of total revenue | |
| 26.2 | % | |
| 21.1 | % | |
| 23.0 | % | |
| 19.6 | % |
| | |
2024/25
Season | | |
2023/24
Season | | |
2024/25
Season | | |
2023/24
Season | |
| Home Matches Played | |
| | | |
| | | |
| | | |
| | |
| PL | |
| 7 | | |
| 6 | | |
| 10 | | |
| 10 | |
| UEFA competitions | |
| 2 | | |
| 3 | | |
| 3 | | |
| 3 | |
| Domestic Cups | |
| 1 | | |
| 1 | | |
| 2 | | |
| 2 | |
| Away Matches Played | |
| | | |
| | | |
| | | |
| | |
| PL | |
| 6 | | |
| 7 | | |
| 9 | | |
| 10 | |
| UEFA competitions | |
| 3 | | |
| 2 | | |
| 3 | | |
| 3 | |
| Domestic Cups | |
| 1 | | |
| - | | |
| 1 | | |
| - | |
| Other | |
| | | |
| | | |
| | | |
| | |
| Employee benefit expenses % of revenue | |
| 41.5 | % | |
| 42.1 | % | |
| 47.6 | % | |
| 48.4 | % |
Contacts
Investors:
Corinna
Freedman
Head
of Investor Relations
Corinna.Freedman@manutd.co.uk
Media:
Toby
Craig
Chief
Communications Officer
Toby.Craig@manutd.co.uk
CONSOLIDATED
STATEMENT OF PROFIT OR LOSS
(unaudited;
in £ thousands, except per share and shares outstanding data)
| | |
Three months ended 31 December | | |
Six months ended 31 December | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Revenue from contracts with customers | |
| 198,700 | | |
| 225,756 | | |
| 341,765 | | |
| 382,852 | |
| Operating expenses | |
| (196,493 | ) | |
| (198,661 | ) | |
| (382,078 | ) | |
| (383,423 | ) |
| Profit on disposal of intangible assets | |
| 839 | | |
| 399 | | |
| 36,391 | | |
| 29,880 | |
| Operating profit/(loss) | |
| 3,046 | | |
| 27,494 | | |
| (3,922 | ) | |
| 29,309 | |
| Finance costs | |
| (42,480 | ) | |
| (16,593 | ) | |
| (31,471 | ) | |
| (37,842 | ) |
| Finance income (1) | |
| 4,917 | | |
| 16,318 | | |
| 2,504 | | |
| 2,948 | |
| Net finance costs | |
| (37,563 | ) | |
| (275 | ) | |
| (28,967 | ) | |
| (34,894 | ) |
| (Loss)/profit before income tax | |
| (34,517 | ) | |
| 27,219 | | |
| (32,889 | ) | |
| (5,585 | ) |
| Income tax credit/(expense) | |
| 6,772 | | |
| (6,845 | ) | |
| 6,473 | | |
| 202 | |
| (Loss)/profit for the period | |
| (27,745 | ) | |
| 20,374 | | |
| (26,416 | ) | |
| (5,383 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic (loss)/earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic (loss)/earnings per share (pence) | |
| (16.35 | ) | |
| 12.49 | | |
| (15.58 | ) | |
| (3.30 | ) |
| Weighted average number of ordinary shares used as the denominator in calculating basic (loss)/earnings per share (thousands) | |
| 169,746 | | |
| 163,159 | | |
| 169,532 | | |
| 163,159 | |
| Diluted (loss)/earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Diluted (loss)/earnings per share (pence) (2) | |
| (16.35 | ) | |
| 12.44 | | |
| (15.58 | ) | |
| (3.30 | ) |
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted (loss)/earnings per share (thousands) (2) | |
| 169,746 | | |
| 163,723 | | |
| 169,532 | | |
| 163,159 | |
(1) Each
element of finance costs and income is split based on its position in both the three months ended 31 December and the six months
ended 31 December. In both the current year and the prior year, exchange rate fluctuations have resulted in costs and income for the
three months ended 31 December that are greater than the total net position across the six months ended 31 December.
(2) For
the three months ended 31 December 2024 and the six months ended 31 December 2024 and 31 December 2023, 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.
CONSOLIDATED
BALANCE SHEET
(unaudited;
in £ thousands)
| | |
As of | |
| | |
31 December 2024 | | |
30 June
2024 | | |
31 December
2023 | |
| ASSETS | |
| | |
| | |
| |
| Non-current assets | |
| | | |
| | | |
| | |
| Property, plant and equipment | |
| 267,060 | | |
| 256,118 | | |
| 255,246 | |
| Right-of-use assets | |
| 7,650 | | |
| 8,195 | | |
| 8,199 | |
| Investment properties | |
| 19,573 | | |
| 19,713 | | |
| 19,853 | |
| Intangible assets | |
| 946,014 | | |
| 837,564 | | |
| 922,527 | |
| Deferred tax asset | |
| 25,779 | | |
| 17,607 | | |
| - | |
| Trade receivables | |
| 46,583 | | |
| 27,930 | | |
| 24,498 | |
| Derivative financial instruments | |
| 364 | | |
| 380 | | |
| 200 | |
| | |
| 1,313,023 | | |
| 1,167,507 | | |
| 1,230,523 | |
| Current assets | |
| | | |
| | | |
| | |
| Inventories | |
| 13,423 | | |
| 3,543 | | |
| 4,024 | |
| Prepayments | |
| 27,568 | | |
| 18,759 | | |
| 26,945 | |
| Contract assets – accrued revenue | |
| 59,847 | | |
| 39,778 | | |
| 61,819 | |
| Trade receivables | |
| 88,776 | | |
| 36,999 | | |
| 81,388 | |
| Other receivables | |
| 2,022 | | |
| 2,735 | | |
| 2,065 | |
| Derivative financial instruments | |
| 247 | | |
| 1,917 | | |
| 2,439 | |
| Cash and cash equivalents | |
| 95,542 | | |
| 73,549 | | |
| 62,809 | |
| | |
| 287,425 | | |
| 177,280 | | |
| 241,489 | |
| Total assets | |
| 1,600,448 | | |
| 1,344,787 | | |
| 1,472,012 | |
CONSOLIDATED
BALANCE SHEET (continued)
(unaudited;
in £ thousands)
| | |
As of | |
| | |
31 December 2024 | | |
30 June
2024 | | |
31 December
2023 | |
| EQUITY AND LIABILITIES | |
| | | |
| | | |
| | |
| Equity | |
| | | |
| | | |
| | |
| Share capital | |
| 56 | | |
| 55 | | |
| 53 | |
| Share premium | |
| 307,345 | | |
| 227,361 | | |
| 68,822 | |
| Treasury shares | |
| (21,305 | ) | |
| (21,305 | ) | |
| (21,305 | ) |
| Merger reserve | |
| 249,030 | | |
| 249,030 | | |
| 249,030 | |
| Hedging reserve | |
| (3,542 | ) | |
| (1,000 | ) | |
| (25 | ) |
| Retained deficit | |
| (334,870 | ) | |
| (309,251 | ) | |
| (200,558 | ) |
| | |
| 196,714 | | |
| 144,890 | | |
| 96,017 | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Deferred tax liabilities | |
| - | | |
| - | | |
| 924 | |
| Contract liabilities - deferred revenue | |
| 4,146 | | |
| 5,347 | | |
| 8,059 | |
| Trade and other payables | |
| 179,438 | | |
| 175,894 | | |
| 189,891 | |
| Borrowings | |
| 515,719 | | |
| 511,047 | | |
| 506,509 | |
| Lease liabilities | |
| 8,018 | | |
| 7,707 | | |
| 7,704 | |
| Derivative financial instruments | |
| 3,179 | | |
| 4,911 | | |
| 1,482 | |
| | |
| 710,500 | | |
| 704,906 | | |
| 714,569 | |
| Current liabilities | |
| | | |
| | | |
| | |
| Contract liabilities - deferred revenue | |
| 165,724 | | |
| 198,628 | | |
| 149,643 | |
| Trade and other payables | |
| 297,598 | | |
| 249,030 | | |
| 231,701 | |
| Income tax liabilities | |
| 966 | | |
| 427 | | |
| 775 | |
| Borrowings | |
| 215,746 | | |
| 35,574 | | |
| 266,792 | |
| Lease liabilities | |
| 672 | | |
| 934 | | |
| 861 | |
| Derivative financial instruments | |
| 4,558 | | |
| 2,603 | | |
| 591 | |
| Provisions | |
| 7,970 | | |
| 7,795 | | |
| 11,063 | |
| | |
| 693,234 | | |
| 494,991 | | |
| 661,426 | |
| Total equity and liabilities | |
| 1,600,448 | | |
| 1,344,787 | | |
| 1,472,012 | |
CONSOLIDATED
STATEMENT OF CASH FLOWS
(unaudited;
in £ thousands)
| | |
Three months ended
31 December | | |
Six months ended
31 December | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Cash flows from operating activities | |
| | | |
| | | |
| | | |
| | |
| Cash used in operations (see supplemental note 4) | |
| (55,807 | ) | |
| (38,012 | ) | |
| (32,599 | ) | |
| (12,141 | ) |
| Interest paid | |
| (7,401 | ) | |
| (8,182 | ) | |
| (18,771 | ) | |
| (18,756 | ) |
| Interest received | |
| 696 | | |
| 223 | | |
| 1,756 | | |
| 572 | |
| Tax (paid)/refunded | |
| (718 | ) | |
| (561 | ) | |
| (299 | ) | |
| 5,256 | |
| Net cash outflow from operating activities | |
| (63,230 | ) | |
| (46,532 | ) | |
| (49,913 | ) | |
| (25,069 | ) |
| Cash flows from investing activities | |
| | | |
| | | |
| | | |
| | |
| Payments for property, plant and equipment | |
| (6,936 | ) | |
| (2,811 | ) | |
| (17,235 | ) | |
| (11,840 | ) |
| Payments for intangible assets | |
| (49,917 | ) | |
| (35,729 | ) | |
| (203,657 | ) | |
| (167,942 | ) |
| Proceeds from sale of intangible assets | |
| 5,770 | | |
| 7,913 | | |
| 39,338 | | |
| 33,582 | |
| Net cash outflow from investing activities | |
| (51,083 | ) | |
| (30,627 | ) | |
| (181,554 | ) | |
| (146,200 | ) |
| Cash flows from financing activities | |
| | | |
| | | |
| | | |
| | |
| Proceeds from issue of shares | |
| 79,985 | | |
| - | | |
| 79,985 | | |
| - | |
| Proceeds from borrowings | |
| - | | |
| 60,000 | | |
| 200,000 | | |
| 160,000 | |
| Repayment of borrowings | |
| (20,000 | ) | |
| - | | |
| (20,000 | ) | |
| - | |
| Principal elements of lease payments | |
| (63 | ) | |
| (300 | ) | |
| (191 | ) | |
| (500 | ) |
| Net cash inflow from financing activities | |
| 59,922 | | |
| 59,700 | | |
| 259,794 | | |
| 159,500 | |
| Effects of exchange rate changes on cash and cash equivalents | |
| 375 | | |
| (561 | ) | |
| (6,334 | ) | |
| (1,441 | ) |
| Net (decrease)/increase in cash and cash equivalents | |
| (54,016 | ) | |
| (18,020 | ) | |
| 21,993 | | |
| (13,210 | ) |
| Cash and cash equivalents at beginning of period | |
| 149,558 | | |
| 80,829 | | |
| 73,549 | | |
| 76,019 | |
| Cash and cash equivalents at end of period | |
| 95,542 | | |
| 62,809 | | |
| 95,542 | | |
| 62,809 | |
SUPPLEMENTAL
NOTES
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)/profit for the period to adjusted EBITDA |
| | |
Three months ended
31 December | | |
Six months ended
31 December | |
| | |
2024
£’000 | | |
2023
£’000 | | |
2024
£’000 | | |
2023
£’000 | |
| (Loss)/profit for the period | |
| (27,745 | ) | |
| 20,374 | | |
| (26,416 | ) | |
| (5,383 | ) |
| Adjustments: | |
| | | |
| | | |
| | | |
| | |
| Income tax (credit)/expense | |
| (6,772 | ) | |
| 6,845 | | |
| (6,473 | ) | |
| (202 | ) |
| Net finance costs | |
| 37,563 | | |
| 275 | | |
| 28,967 | | |
| 34,894 | |
| (Profit)/loss on disposal of intangible assets | |
| (839 | ) | |
| (399 | ) | |
| (36,391 | ) | |
| (29,880 | ) |
| Exceptional items | |
| 14,537 | | |
| 9,595 | | |
| 23,175 | | |
| 9,595 | |
| Amortization | |
| 49,423 | | |
| 50,495 | | |
| 102,693 | | |
| 97,340 | |
| Depreciation | |
| 4,293 | | |
| 4,153 | | |
| 8,549 | | |
| 8,255 | |
| Adjusted EBITDA | |
| 70,460 | | |
| 91,338 | | |
| 94,104 | | |
| 114,619 | |
| 3 | Reconciliation
of (loss)/profit for the period to adjusted (loss)/profit for the period and adjusted basic
and diluted (loss)/earnings per share |
| | |
Three months ended
31 December | | |
Six months ended
31 December | |
| | |
2024
£’000 | | |
2023
£’000 | | |
2024
£’000 | | |
2023
£’000 | |
| (Loss)/profit for the period | |
| (27,745 | ) | |
| 20,374 | | |
| (26,416 | ) | |
| (5,383 | ) |
| Exceptional items | |
| 14,537 | | |
| 9,595 | | |
| 23,175 | | |
| 9,595 | |
| Foreign exchange losses/(gains) on unhedged US dollar denominated borrowings | |
| 15,936 | | |
| (13,332 | ) | |
| (748 | ) | |
| 421 | |
| Fair value (gain)/loss on embedded foreign exchange derivatives | |
| (4,221 | ) | |
| 946 | | |
| 1,731 | | |
| 9,109 | |
| Income tax (credit)/expense | |
| (6,772 | ) | |
| 6,845 | | |
| (6,473 | ) | |
| (202 | ) |
| Adjusted (loss)/profit before income tax | |
| (8,265 | ) | |
| 24,428 | | |
| (8,731 | ) | |
| 13,540 | |
| Adjusted income tax (expense)/credit (using a normalized tax rate of 25% (2023: 21%)) | |
| 2,066 | | |
| (5,130 | ) | |
| 2,183 | | |
| (2,843 | ) |
| Adjusted (loss)/profit for the period (i.e. adjusted net (loss)/income) | |
| (6,199 | ) | |
| 19,298 | | |
| (6,548 | ) | |
| 10,697 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted basic (loss)/earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Adjusted basic (loss)/earnings per share (pence) | |
| (3.65 | ) | |
| 11.83 | | |
| (3.86 | ) | |
| 6.56 | |
| Weighted average number of ordinary shares used as the denominator in calculating adjusted basic (loss)/earnings per share (thousands) | |
| 169,746 | | |
| 163,159 | | |
| 169,532 | | |
| 163,159 | |
| Adjusted diluted (loss)/earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Adjusted diluted (loss)/earnings per share (pence)(1) | |
| (3.65 | ) | |
| 11.79 | | |
| (3.86 | ) | |
| 6.53 | |
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating adjusted diluted (loss)/earnings per share (thousands) (1) | |
| 169,746 | | |
| 163,723 | | |
| 169,532 | | |
| 163,723 | |
(1) For
the three months ended 31 December 2024 and the six months ended 31 December 2024 and 31 December 2023, 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.
| | |
Three months ended
31 December | | |
Six months ended
31 December | |
| | |
2024
£’000 | | |
2023
£’000 | | |
2024
£’000 | | |
2023
£’000 | |
| (Loss)/profit for the period | |
| (27,745 | ) | |
| 20,374 | | |
| (26,416 | ) | |
| (5,383 | ) |
| Income tax (credit)/expense | |
| (6,772 | ) | |
| 6,845 | | |
| (6,473 | ) | |
| (202 | ) |
| (Loss)/profit before income tax | |
| (34,517 | ) | |
| 27,219 | | |
| (32,889 | ) | |
| (5,585 | ) |
| Adjustments for: | |
| | | |
| | | |
| | | |
| | |
| Depreciation | |
| 4,293 | | |
| 4,153 | | |
| 8,549 | | |
| 8,255 | |
| Amortization | |
| 49,423 | | |
| 50,495 | | |
| 102,693 | | |
| 97,340 | |
| Profit on disposal of intangible assets | |
| 839 | | |
| (399 | ) | |
| (36,391 | ) | |
| (29,880 | ) |
| Net finance costs | |
| 37,563 | | |
| 275 | | |
| 28,967 | | |
| 34,894 | |
| Non-cash employee benefit expense – equity-settled share-based payments | |
| 421 | | |
| 736 | | |
| 797 | | |
| 1,476 | |
| Foreign exchange losses/(gains) on operating activities | |
| 562 | | |
| 619 | | |
| (152 | ) | |
| 477 | |
| Reclassified from hedging reserve | |
| 184 | | |
| 250 | | |
| 2,943 | | |
| (2 | ) |
| Changes in working capital: | |
| | | |
| | | |
| | | |
| | |
| Inventories | |
| (982 | ) | |
| 1,022 | | |
| (9,880 | ) | |
| (859 | ) |
| Prepayments | |
| 8,685 | | |
| 9,286 | | |
| (9,413 | ) | |
| (10,833 | ) |
| Contract assets – accrued revenue | |
| (14,088 | ) | |
| (14,476 | ) | |
| (20,069 | ) | |
| (18,487 | ) |
| Trade receivables | |
| (35,013 | ) | |
| (39,110 | ) | |
| (49,243 | ) | |
| (44,355 | ) |
| Other receivables | |
| 140 | | |
| 9,612 | | |
| 713 | | |
| 7,863 | |
| Contract liabilities – deferred revenue | |
| (62,241 | ) | |
| (64,780 | ) | |
| (34,105 | ) | |
| (18,581 | ) |
| Trade and other payables | |
| (9,386 | ) | |
| (23,602 | ) | |
| 14,920 | | |
| (31,839 | ) |
| Provisions | |
| (12 | ) | |
| 688 | | |
| (39 | ) | |
| (2,025 | ) |
| Cash used in operations | |
| (55,807 | ) | |
| (38,012 | ) | |
| (32,599 | ) | |
| (12,141 | ) |
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