UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 30 June 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Co ...

[Corporate Release and Overview](index=1&type=section&id=Manchester%20United%20PLC%20Reports%20Fourth%20Quarter%20and%20Full%20Year%20Fiscal%202023%20Results) [Key Highlights & Outlook](index=1&type=section&id=Key%20Points) The company achieved record revenues in fiscal 2023, driven by strong Commercial and Matchday performance, and projects record revenues of £650-£680 million for fiscal 2024, reflecting strong on-pitch progress and commercial momentum Fiscal 2024 Guidance | Metric | Guidance Range (in millions) | | :--- | :--- | | Revenue | £650 - £680 | | Adjusted EBITDA | £140 - £165 | - Achieved **record revenues** for fiscal 2023, driven by Commercial and Matchday revenue[2](index=2&type=chunk) - Announced an **industry-leading kit deal with adidas** through 2035 and a new front-of-shirt sponsorship with Qualcomm's Snapdragon brand[2](index=2&type=chunk) - Both men's and women's first teams achieved **significant on-pitch progress**, including Champions League qualification for both[2](index=2&type=chunk) [Key Financials Summary](index=2&type=section&id=Key%20Financials%20(unaudited)) For the full fiscal year 2023, total revenue grew 11.2% to a record £648.4 million, Adjusted EBITDA increased significantly by 91.0% to £154.9 million, and the net loss narrowed by 75.2% to £28.7 million Fiscal Year 2023 vs 2022 Financial Performance (£ million) | Metric | FY 2023 | FY 2022 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 648.4 | 583.2 | 11.2% | | Adjusted EBITDA | 154.9 | 81.1 | 91.0% | | Net Loss | (28.7) | (115.5) | 75.2% | | Adjusted Net Loss | (42.1) | (34.0) | (23.8)% | Fourth Quarter 2023 vs 2022 Financial Performance (£ million) | Metric | Q4 2023 | Q4 2022 | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 167.3 | 118.5 | 41.2% | | Adjusted EBITDA | 43.2 | (8.4) | 614.3% | | Net Loss | (2.9) | (70.7) | 95.9% | - Non-current borrowings remained constant at **$650.0 million**, with an outstanding revolving credit facility balance of **£100.0 million** as of 30 June 2023[5](index=5&type=chunk)[6](index=6&type=chunk) [Operational and Business Highlights](index=3&type=section&id=Operational%20and%20Business%20Highlights) [Football & Fan Engagement](index=3&type=section&id=Football) The club actively strengthened both the men's and women's squads with new signings and key contract extensions, while expanding fan engagement initiatives globally - The men's squad was strengthened with additions like Mason Mount, Andre Onana, and Rasmus Hojlund, while Marcus Rashford and Diogo Dalot signed new long-term contracts[7](index=7&type=chunk) - The women's squad was significantly reinforced with multiple new signings, including Geyse Da Silva Ferreira and Hinata Miyazawa[7](index=7&type=chunk) - The club delivered a **successful summer tour** with nearly 400,000 supporters in attendance across 8 cities and 5 countries[7](index=7&type=chunk) - The number of official Manchester United Supporters' Clubs reached a **record 289 in 96 countries**[7](index=7&type=chunk) [Facilities - Venue & Operations](index=3&type=section&id=Facilities%20-%20Venue%20%26%20Operations) Fiscal 2023 set new records for match attendance and match-by-match hospitality revenues, with the club continuing to invest in infrastructure upgrades at Old Trafford and Carrington - Achieved **record match attendance and match-by-match hospitality revenues** in fiscal year 2023[8](index=8&type=chunk) - Sold a **record 2.4 million tickets** for the 2022/23 season, with 2023/24 season tickets selling out in record time and over 150,000 supporters on the waiting list[8](index=8&type=chunk) - Ongoing infrastructure upgrades include a new facility for the Women's and Academy teams at Carrington and enhancements at Old Trafford, such as additional rail seats and improved WIFI[8](index=8&type=chunk) [Partnerships](index=3&type=section&id=Partnerships) The club secured major long-term commercial partnerships, highlighted by a global record kit deal extension with adidas and a new strategic front-of-shirt sponsorship with Qualcomm's Snapdragon brand - Announced a **global record kit deal**, extending the partnership with adidas as kit supplier through 2035[9](index=9&type=chunk) - Announced a strategic partnership expansion with Qualcomm's Snapdragon brand to become the **front-of-shirt sponsor** starting with the 2024/25 season[9](index=9&type=chunk) [Digital Products & Experiences](index=4&type=section&id=Digital%20Products%20%26%20Experiences) The club demonstrated strong digital growth, achieving a 21% increase in e-commerce sales and a record 360,000 paid global memberships, believed to be the largest in world sport - E-commerce sales for fiscal 2023 grew by **21%** when excluding the one-off impact from Ronaldo kit sales in the prior year[10](index=10&type=chunk) - Achieved **record sales of global memberships**, reaching 360,000 members for the 2022/23 program, believed to be the largest paid membership program in world sport[10](index=10&type=chunk) - Generated over **318 million digital interactions** and **1.5 billion video views** across global social platforms in the fourth quarter[10](index=10&type=chunk) [Financial Performance Analysis](index=4&type=section&id=Revenue%20Analysis) [Revenue Analysis](index=4&type=section&id=Revenue%20Analysis) Total revenue for fiscal 2023 increased by 11.2% to £648.4 million, driven by a 17.5% rise in Commercial revenue and a 23.4% increase in Matchday revenue, partially offset by a 2.7% decline in Broadcasting revenue [Commercial Revenue](index=4&type=section&id=Commercial%20Revenue) Commercial revenue for the full year increased by 17.5% to £302.9 million, primarily due to a significant 28.1% growth in sponsorship revenue reflecting new agreements and the men's first team's 2022 pre-season tour Full Year Commercial Revenue Breakdown (£ million) | Category | FY 2023 | FY 2022 | Change | | :--- | :--- | :--- | :--- | | Sponsorship | 189.5 | 147.9 | 28.1% | | Retail, Merchandising, etc. | 113.4 | 109.9 | 3.2% | | **Total Commercial** | **302.9** | **257.8** | **17.5%** | [Broadcasting Revenue](index=4&type=section&id=Broadcasting%20Revenue) Broadcasting revenue for the full year decreased by 2.7% to £209.1 million, primarily due to the men's first team's participation in the UEFA Europa League instead of the more lucrative UEFA Champions League - The decrease in annual broadcasting revenue was primarily due to the men's first team participating in the UEFA Europa League compared to the UEFA Champions League in the prior year[13](index=13&type=chunk) - Quarterly broadcasting revenue increased **91.4%** year-over-year, mainly due to playing seven more games and finishing 3rd in the Premier League compared to 6th in the prior year[13](index=13&type=chunk) [Matchday Revenue](index=4&type=section&id=Matchday%20Revenue) Matchday revenue for the full year saw strong growth, increasing by 23.4% to £136.4 million, driven by playing seven more home games across all competitions coupled with high demand for match-by-match hospitality - The **23.4% increase** in annual matchday revenue was due to playing 7 more home games across all competitions and strong demand for hospitality[14](index=14&type=chunk) [Other Financial Information](index=5&type=section&id=Other%20Financial%20Information) Total operating expenses for the year decreased by 1.7%, mainly due to a 13.7% reduction in employee benefit expenses, while net finance costs fell by 65.6% due to favorable foreign exchange movements, and the overall cash position decreased by £45.2 million reflecting investment in the playing squad [Operating Expenses](index=5&type=section&id=Operating%20Expenses) Employee benefit expenses for the year decreased by 13.7% to £331.4 million due to squad turnover and non-participation in the Champions League, while other operating expenses rose by 38.4% to £163.2 million mainly from pre-season tour and increased matchday costs Operating Expenses Breakdown (FY 2023 vs FY 2022) | Expense Category | FY 2023 (£m) | FY 2022 (£m) | Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Employee benefit expenses | 331.4 | 384.2 | -13.7% | Squad turnover and no Champions League participation | | Other operating expenses | 163.2 | 117.9 | +38.4% | Pre-season tour and increased matchday costs | [Depreciation, Amortization, and Finance Costs](index=5&type=section&id=Depreciation%2C%20impairment%20and%20amortization) Amortization of player registrations increased by 14.0% to £172.7 million due to continued investment in the first team squad, while net finance costs decreased significantly by 65.6% to £21.4 million due to favorable foreign exchange gains - Amortization for the year was **£172.7 million**, an increase of **14.0%**, due to investment in the first team playing squad[17](index=17&type=chunk) - Net finance costs decreased by **65.6%** to **£21.4 million**, mainly due to favorable unrealized foreign exchange gains on unhedged USD borrowings[17](index=17&type=chunk) [Cash Flows & Balance Sheet](index=5&type=section&id=Cash%20flows) Cash and cash equivalents decreased by £45.2 million during the year, ending at £76.0 million, primarily driven by a net cash outflow from investing activities of £140.2 million for player registrations - Overall cash and cash equivalents decreased by **£45.2 million** in the year, compared to an increase of £10.6 million in the prior year[18](index=18&type=chunk) - Net capital expenditure on intangible assets (player registrations) was **£124.6 million**, an increase of £39.5 million over the prior year[19](index=19&type=chunk) - As of 30 June 2023, cash and cash equivalents were **£76.0 million**, down from £121.2 million, primarily due to investment in the first team playing squad[20](index=20&type=chunk) [Consolidated Financial Statements (Unaudited)](index=10&type=section&id=CONSOLIDATED%20FINANCIAL%20STATEMENTS%20(Unaudited)) [Consolidated Statement of Profit or Loss](index=10&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS) For the twelve months ended June 30, 2023, the company reported total revenues of £648.4 million and a net loss of £28.7 million, a significant improvement from the prior year's net loss of £115.5 million due to higher revenue and substantially lower net finance costs Consolidated Statement of Profit or Loss Summary (in £ thousands) | Line Item | Twelve months ended 30 June 2023 | Twelve months ended 30 June 2022 | | :--- | :--- | :--- | | Revenue | 648,401 | 583,201 | | Operating loss | (11,180) | (87,384) | | Net finance costs | (21,394) | (62,239) | | Loss before tax | (32,574) | (149,623) | | **Loss for the period** | **(28,678)** | **(115,510)** | [Consolidated Balance Sheet](index=11&type=section&id=CONSOLIDATED%20BALANCE%20SHEET) As of June 30, 2023, total assets stood at £1.318 billion, a slight increase from £1.294 billion in the prior year, with intangible assets being the largest component, while total equity decreased to £104.0 million and non-current borrowings decreased in GBP terms due to currency fluctuations Consolidated Balance Sheet Summary (in £ thousands) | Category | As of 30 June 2023 | As of 30 June 2022 | | :--- | :--- | :--- | | **Total Assets** | **1,317,944** | **1,293,665** | | *Non-current assets* | 1,124,212 | 1,056,503 | | *Current assets* | 193,732 | 237,162 | | **Total Equity and Liabilities** | **1,317,944** | **1,293,665** | | *Total Equity* | 103,950 | 127,508 | | *Total Liabilities* | 1,213,994 | 1,166,157 | [Consolidated Statement of Cash Flows](index=13&type=section&id=CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) For the fiscal year, net cash inflow from operating activities was stable at £95.8 million, but a significant net cash outflow of £140.2 million from investing activities, primarily for player acquisitions, resulted in an overall net decrease in cash and cash equivalents of £45.2 million Consolidated Statement of Cash Flows Summary (in £ thousands) | Cash Flow Activity | Twelve months ended 30 June 2023 | Twelve months ended 30 June 2022 | | :--- | :--- | :--- | | Net cash inflow from operating activities | 95,769 | 96,371 | | Net cash outflow from investing activities | (140,160) | (93,431) | | Net cash (outflow)/inflow from financing activities | (1,952) | 5,040 | | **Net (decrease)/increase in cash** | **(45,204)** | **10,565** | | **Cash and cash equivalents at end of period** | **76,019** | **121,223** | [Supplemental Information](index=8&type=section&id=SUPPLEMENTAL%20NOTES) [Non-IFRS Measures and Reconciliations](index=8&type=section&id=Non-IFRS%20Measures%3A%20Definitions%20and%20Use) The company utilizes non-IFRS measures like Adjusted EBITDA and Adjusted Net Loss to offer a clearer perspective on underlying operational performance by excluding specific items, with Adjusted EBITDA for fiscal 2023 reaching £154.9 million, a 91.0% increase - 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, used as a measure of comparative operating performance[24](index=24&type=chunk)[25](index=25&type=chunk) Reconciliation of Loss for the period to Adjusted EBITDA (in £ thousands) | Description | Twelve months ended 30 June 2023 | Twelve months ended 30 June 2022 | | :--- | :--- | :--- | | Loss for the period | (28,678) | (115,510) | | Adjustments (Tax, Finance, Amortization, etc.) | 183,606 | 196,659 | | **Adjusted EBITDA** | **154,928** | **81,149** | Reconciliation of Loss for the period to Adjusted Loss (in £ thousands) | Description | Twelve months ended 30 June 2023 | Twelve months ended 30 June 2022 | | :--- | :--- | :--- | | Loss for the period | (28,678) | (115,510) | | Adjustments (Exceptional items, FX, Tax, etc.) | (13,465) | 81,549 | | **Adjusted loss for the period** | **(42,143)** | **(33,961)** |

Exhibit 99.1 CORPORATE RELEASE 27 June 2023 Manchester United PLC 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 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 Dio ...

Exhibit 99.1 CORPORATE RELEASE 30 March 2023 Manchester United PLC Reports Second Quarter Fiscal 2023 Results Key Points · The men’s first team won the Carabao Cup on 26 February at Wembley for the 6time; the team also advances to the FA Cup Semi-finals · For the 2022/23 domestic and European seasons to date, the men’s first team is currently in third place in the Premier League and has advanced to the UEFA Europa League Quarter-finals · For the 2022/23 Women's Super League season, the women's team is curre ...

Manchester United plc (NYSE:MANU) Q4 2022 Earnings Conference Call September 22, 2022 8:00 AM ET Company Participants Corinna Freedman - Head of Investor Relations Richard Arnold - Chief Executive Officer John Murtough - Football Director Collette Roche - Chief Operating Officer Philip Lynch - Chief Executive Officer of Media Victoria Timpson - Chief Executive Officer, Alliances & Partnerships Cliff Baty - Chief Financial Officer Conference Call Participants Randy Konik - Jefferies Xian Siew - BNP Paribas O ...

Financial Performance - Total revenue for the fiscal year ended June 30, 2022, was £583.2 million, an increase from £494.1 million in 2021[173]. - Commercial revenue reached £257.8 million for the year ended June 30, 2022, compared to £232.2 million in 2021[170]. - Broadcasting revenue was £214.9 million for the year ended June 30, 2022, down from £254.8 million in 2021, impacted by COVID-19[171]. - Matchday revenue significantly increased to £110.5 million in 2022, compared to £7.1 million in 2021, as all matches operated at full capacity[172]. - Total operating expenses rose by 28.6% to £692.6 million from £538.4 million in 2021[339]. - Employee benefit expenses increased by 19.1% to £384.1 million, up from £322.6 million[339]. - Profit on disposal of intangible assets was £22.0 million, a 197.3% increase from £7.4 million in the previous year[339]. - Total revenue for the year ended June 30, 2022, was £583.2 million, an increase of £89.1 million, or 18.0%, compared to the previous year[340]. - Commercial revenue for the year ended June 30, 2022, was £257.8 million, an increase of £25.6 million, or 11.0%, over the previous year[341]. - Broadcasting revenue for the year ended June 30, 2022, was £214.9 million, a decrease of £39.9 million, or 15.7%, compared to the previous year[342]. - Matchday revenue for the year ended June 30, 2022, was £110.5 million, an increase of £103.4 million, or 1,456.3%, due to the return of fans[343]. - Total operating expenses for the year ended June 30, 2022, were £692.6 million, an increase of £154.2 million, or 28.6%, over the previous year[344]. - Employee benefit expenses for the year ended June 30, 2022, were £384.2 million, an increase of £61.6 million, or 19.1%, over the previous year[345]. - Amortization for the year ended June 30, 2022, was £151.5 million, an increase of £27.1 million, or 21.8%, over the previous year[347]. - Exceptional items for the year ended June 30, 2022, were a cost of £24.7 million, compared to £nil in the previous year[348]. - Net finance costs for the year ended June 30, 2022, were £62.2 million, compared to net finance income of £12.9 million for the previous year[350]. - Cash resources as of June 30, 2022, were £121.2 million, with access to undrawn revolving facilities of £200 million[354]. Revenue Breakdown - Total Commercial revenue for the year ended 30 June 2022 was £257.8 million[315]. - Total sponsorship revenue for the year ended 30 June 2022 was £147.9 million[316]. - The Premier League represented 25.1%, 35.9%, and 23.2% of total revenue for the years ended 30 June 2022, 2021, and 2020, respectively[310]. - The second largest customer, adidas, represented 13.1%, 15.7%, and 15.3% of total revenue for the years ended 30 June 2022, 2021, and 2020, respectively[310]. - Broadcasting revenue is derived from centrally negotiated domestic and international television rights, with income shared among Premier League clubs based on performance[246]. Audience and Engagement - The club's games during the 2021/22 season generated a cumulative audience reach of 2.9 billion viewers, averaging over 59.8 million viewers per game[166]. - Total social connections grew to over 220.8 million as of June 30, 2022, a 25.4% increase from 176.1 million in 2021[166]. - As of June 30, 2022, the company had over 220.8 million social connections, including approximately 75 million on Facebook, over 58.8 million on Instagram, and over 36.2 million on Twitter[266]. - For the 2021/22 season, the company generated over 2.8 billion interactions across all social media platforms[266]. - The company launched a free global mobile application at the start of the 2018/19 season, enhancing e-commerce functionality and user engagement[263]. - The mobile application includes features such as messaging, matchday audio streaming, and access to the Premier League archive collection, driving additional data acquisition[263]. - The company aims to deepen relationships with fans through a CRM database, enabling targeted communications and upsell opportunities[267]. - The digital media strategy includes localized content in multiple languages to enhance engagement with followers globally[261]. - MUTV is available in 230 markets globally, offering a variety of content including live football and behind-the-scenes coverage[268]. - The membership program saw over 276,000 members at the end of the 2021/22 season, a 95.7% year-on-year increase[273]. Sponsorship and Partnerships - The club has secured new partnerships, including a training shirt partnership with Tezos and a principal shirt partnership with TeamViewer, enhancing engagement through AR solutions[189]. - The company has developed a dedicated sales team to enhance sponsorship opportunities, focusing on larger global brands rather than regional partnerships[227]. - The company believes there is significant growth potential in financial services products, including credit and debit cards, as part of its commercial strategy[234]. - The company retains full control over its retail, merchandising, apparel, and product licensing, generating revenue from a wide range of products globally[237]. - The company aims to expand its e-commerce capabilities by improving digital shopping experiences and targeted merchandise offerings[244]. Community and Social Responsibility - The Manchester United Foundation has impacted over 75,000 young people through community projects and raised over £50,000 for charitable causes[289]. - The club launched the SEE RED campaign to confront racism and discrimination, promoting fan responsibility in reporting incidents[294]. - The club's equality, diversity, and inclusion strategies are embedded throughout its business operations[296]. - The club has frozen general admission season ticket prices for the 2022/23 season for the eleventh consecutive year to support fans[275]. Football Operations - Manchester United operates under FIFA, UEFA, and FA regulations, ensuring compliance with international and domestic football governance[208][209][210]. - The Premier League allows four teams from Manchester United to qualify for the Champions League, enhancing competitive opportunities[209]. - The club's football operations include a global scouting network and a focus on developing players through its youth academy[211]. - The men's first team participates in the Premier League, FA Cup, EFL Cup, and international competitions like the Champions League[212]. - The club's women's team aims to compete at the highest level in Europe, with players from the academy forming a core part of the team[220]. - Manchester United's football operations are supported by a team of over 225 individuals, including coaches, scouts, and medical staff[213]. - The company has enhanced its scouting infrastructure over the past 5 years, establishing a presence in all major footballing nations to improve talent recruitment[223]. - The youth academy has included a homegrown player in every matchday squad for the last 85 years, contributing to talent flow to the men's first team[221]. - The Under 18 men's team won a record 11th FA Youth Cup in May 2022, with the final attended by over 67,000 fans[222]. Infrastructure and Facilities - The company has invested significantly in its performance center, enhancing training facilities with advanced sports and science equipment to ensure players achieve peak physical condition[224]. - The club's commitment to enhancing the fan experience includes investments in facilities and premium seating at Old Trafford[180]. - The club's stadium, Old Trafford, has a capacity of 74,240 and welcomed back 10,000 supporters for the final home match of the 2020/21 season[271]. - Matchday revenue has been enhanced by restructuring stadium facilities, focusing on higher-priced hospitality options[275]. - The average attendance for home Premier League matches has exceeded 99% since the 1997/98 season, indicating high capacity utilization[272]. Compliance and Regulations - The break-even test result submitted in March 2022 was positive, indicating compliance with Premier League Profitability and Sustainability Rules[286]. - UEFA's updated regulations allow a larger deficit of up to €60 million over a three-year period, with specific financial criteria[282]. - UEFA's monitoring process includes breach indicators that trigger additional reporting requirements, ensuring financial compliance[278]. - Total fixed distribution amounts for the Champions League are €1.101 billion, for the Europa League are €255.8 million, and for the Europa Conference League are €188 million[251]. - The total market pool for the Champions League is €300.3 million per annum, while for the Europa League it is €139.5 million per annum, and for the Europa Conference League it is €23.5 million per annum[251]. - UEFA announced a total revenue shortfall of approximately €566 million due to COVID-19, representing 16% of total revenues, which will be recouped over five seasons from 2019/20 to 2023/24[255]. - A projected annual reduction of approximately 3.5% in distributions to clubs is expected through to the 2023/24 season[257].

Manchester United plc (NYSE:MANU) Q2 2022 Earnings Conference Call March 1, 2022 8:00 AM ET Company Participants Corinna Freedman - Head of Investor Relations Richard Arnold - Chief Executive Officer John Murtough - Football Director Collette Roche - Chief Operating Officer Victoria Timpson - Chief Executive Officer of Alliances & Partnerships Phil Lynch - Chief Executive Officer of Digital Products & Experiences Cliff Baty - Chief Financial Officer Hemen Tseayo - Chief Strategy Officer Conference Call Part ...

[Management's Discussion and Analysis of Financial Condition and Results of Operations](index=3&type=section&id=Management's%20discussion%20and%20analysis%20of%20financial%20condition%20and%20results%20of%20operations) This section analyzes the company's financial performance, highlighting revenue recovery, operating expense changes, liquidity, debt, and cash flows [General Information and COVID-19 Impact](index=3&type=section&id=GENERAL%20INFORMATION%20AND%20COVID-19%20PANDEMIC) Manchester United saw significant revenue recovery in 2021/22 due to fans returning to full-capacity stadiums, despite some match postponements from the Omicron variant - The company has developed a leading global sports brand with a community of **1.1 billion** fans and followers, attracting major global sponsors like adidas, TeamViewer, and Tezos[5](index=5&type=chunk) - For the 2021/22 season, Old Trafford stadium welcomed back fans at full capacity, a significant change from the prior period where matches were played behind closed doors[6](index=6&type=chunk) - The Omicron variant surge in December 2021 resulted in the postponement of two Premier League matches (one home, one away)[6](index=6&type=chunk) [Results of Operations](index=4&type=section&id=RESULTS%20OF%20OPERATIONS) The company's results for the three and six months ended December 31, 2021, show Matchday revenue recovery, offset by lower Broadcasting revenue and increased operating expenses [Three months ended 31 December 2021](index=4&type=section&id=Three%20months%20ended%2031%20December%202021%20as%20compared%20to%20the%20three%20months%20ended%2031%20December%202020) Total revenue for the three months ended December 31, 2021, grew 7.3% to £185.4 million, driven by Matchday revenue, offset by lower Broadcasting revenue and increased operating expenses Financial Performance for the Three Months Ended Dec 31 | Metric | 2021 (£ millions) | 2020 (£ millions) | % Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **185.4** | **172.8** | **7.3%** | | Commercial revenue | 64.4 | 62.6 | 2.9% | | Broadcasting revenue | 86.4 | 108.7 | (20.5)% | | Matchday revenue | 34.6 | 1.5 | 2,206.7% | | **Total operating expenses** | **(179.7)** | **(138.6)** | **29.7%** | | Employee benefit expenses | (97.7) | (81.7) | 19.6% | - Matchday revenue surged by **£33.1 million (2,206.7%)** as all eight home games were played in front of a full capacity crowd, whereas all ten home games in the prior year quarter were behind closed doors[13](index=13&type=chunk) - Employee benefit expenses increased by **19.6% to £97.7 million** due to investment in the first team playing squad[14](index=14&type=chunk) - Exceptional items of **£10.0 million** were recorded, which included compensation to the former men's first team manager and coaching staff for loss of office[16](index=16&type=chunk) [Six months ended 31 December 2021](index=6&type=section&id=Six%20months%20ended%2031%20December%202021%20as%20compared%20to%20the%20six%20months%20ended%2031%20December%202020) Total revenue for the six months ended December 31, 2021, increased 10.7% to £311.9 million, driven by Matchday revenue, offset by lower Broadcasting revenue and higher operating expenses Financial Performance for the Six Months Ended Dec 31 | Metric | 2021 (£ millions) | 2020 (£ millions) | % Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **311.9** | **281.8** | **10.7%** | | Commercial revenue | 128.8 | 122.3 | 5.3% | | Broadcasting revenue | 129.7 | 156.3 | (17.0)% | | Matchday revenue | 53.4 | 3.2 | 1,568.8% | | **Total operating expenses** | **(333.8)** | **(262.1)** | **27.4%** | | Employee benefit expenses | (186.2) | (153.6) | 21.2% | - Matchday revenue increased by **£50.2 million (1,568.8%)** as all thirteen home games were played in front of a full capacity crowd, compared to all fifteen home games being played behind closed doors in the prior year period[24](index=24&type=chunk) - Broadcasting revenue decreased by **17.0%** primarily due to playing nine fewer home and away games across all competitions, following the completion of the 2019/20 season competitions in the prior year period[23](index=23&type=chunk) - Employee benefit expenses increased by **21.2% to £186.2 million** due to investment in the first team playing squad[26](index=26&type=chunk) [Liquidity and Capital Resources](index=8&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company's liquidity is supported by operating cash flow, player sales, and borrowing facilities, with £87.4 million cash and £100 million undrawn facilities, covering key requirements - Primary cash requirements stem from player transfer fees, capital expenditure, interest payments, employee expenses, and dividends[32](index=32&type=chunk) - As of December 31, 2021, the company had cash resources of **£87.4 million** and access to **£100 million** in undrawn revolving facilities[33](index=33&type=chunk) - A semi-annual cash dividend of **$0.09 per share** was paid on January 7, 2022[34](index=34&type=chunk) [Cash Flow](index=10&type=section&id=Cash%20Flow) For the six months ended December 31, 2021, net cash inflow from operating activities decreased, with investing activities resulting in an outflow and financing activities providing an inflow Summary of Cash Flows for the Six Months Ended Dec 31 | Cash Flow Activity | 2021 (£ millions) | 2020 (£ millions) | | :--- | :--- | :--- | | Net cash inflow from operating activities | 32.1 | 61.3 | | Net cash outflow from investing activities | (83.4) | (90.7) | | Net cash inflow from financing activities | 28.4 | 59.2 | | Net (decrease)/increase in cash | (22.9) | 29.8 | - Net capital expenditure on intangible assets (primarily player registrations) was **£77.9 million** for the six-month period, a decrease from £86.6 million in the prior year[44](index=44&type=chunk) - Financing activities included a **£40.0 million** drawdown on revolving facilities and a dividend payment, compared to a £60.0 million drawdown in the prior year[45](index=45&type=chunk) [Indebtedness](index=11&type=section&id=Indebtedness) The company's principal debt includes $425 million senior secured notes, a $225 million term loan, and £100 million drawn revolving facilities, with all debt covenants met Principal Indebtedness as of Dec 31, 2021 | Instrument | Outstanding Principal | Maturity Date | | :--- | :--- | :--- | | Senior Secured Notes | $425.0 million | June 25, 2027 | | Secured Term Loan Facility | $225.0 million | August 6, 2029 | | Revolving Facilities (Drawn) | £100.0 million | April/July 2025 | - The company was in compliance with its consolidated EBITDA covenant of not less than **£65 million** as of December 31, 2021[48](index=48&type=chunk)[53](index=53&type=chunk) [Off Balance Sheet Arrangements & Contractual Obligations](index=13&type=section&id=OFF%20BALANCE%20SHEET%20ARRANGEMENTS) The company's off-balance sheet arrangements include £122.4 million in contingent transfer fees and £989.0 million in total contractual cash flow obligations as of December 31, 2021 - The maximum additional amount payable for contingent transfer fees was **£122.4 million** as of December 31, 2021[60](index=60&type=chunk) Summary of Contractual Obligations as of Dec 31, 2021 | Obligation Type | Total Contractual Cash Flows (£'000) | | :--- | :--- | | Debt obligations | 674,612 | | Lease obligations | 5,639 | | Purchase obligations | 308,778 | | **Total** | **989,029** | [Interim Consolidated Financial Statements](index=15&type=section&id=Interim%20consolidated%20financial%20statements) This section presents the interim consolidated financial statements, including profit/loss, comprehensive income, balance sheet, changes in equity, cash flows, and detailed notes [Interim Consolidated Statement of Profit or Loss](index=15&type=section&id=Interim%20consolidated%20statement%20of%20profit%20or%20loss) For the six months ended December 31, 2021, the company reported a net loss of £16.9 million, primarily due to increased operating expenses and unfavorable net finance costs Profit or Loss Summary for the Six Months Ended Dec 31 | Metric | 2021 (£'000) | 2020 (£'000) | | :--- | :--- | :--- | | Revenue | 311,901 | 281,822 | | Operating profit/(loss) | (4,761) | 21,373 | | Net finance (costs)/income | (17,126) | 19,723 | | **(Loss)/profit for the period** | **(16,941)** | **33,558** | | Basic (loss)/earnings per share (pence) | (10.39) | 20.60 | [Interim Consolidated Statement of Comprehensive Income](index=16&type=section&id=Interim%20consolidated%20statement%20of%20comprehensive%20income) For the six months ended December 31, 2021, the company reported a total comprehensive loss of £16.1 million, including a net loss of £16.9 million, partially offset by other comprehensive income Comprehensive Income Summary for the Six Months Ended Dec 31 | Metric | 2021 (£'000) | 2020 (£'000) | | :--- | :--- | :--- | | (Loss)/profit for the period | (16,941) | 33,558 | | Other comprehensive income, net of tax | 875 | 19,036 | | **Total comprehensive (loss)/income** | **(16,066)** | **52,594** | [Interim Consolidated Balance Sheet](index=17&type=section&id=Interim%20consolidated%20balance%20sheet) As of December 31, 2021, total assets were £1,365.9 million, with £812.3 million in intangible assets and £87.4 million cash, while total liabilities reached £1,119.1 million Key Balance Sheet Items | Metric | 31 Dec 2021 (£'000) | 30 June 2021 (£'000) | | :--- | :--- | :--- | | **Total Assets** | **1,365,858** | **1,260,310** | | Intangible Assets | 812,252 | 754,467 | | Cash and cash equivalents | 87,434 | 110,658 | | **Total Liabilities** | **1,119,113** | **987,798** | | Borrowings (Total) | 582,237 | 530,236 | | **Total Equity** | **246,745** | **272,512** | [Interim Consolidated Statement of Changes in Equity](index=19&type=section&id=Interim%20consolidated%20statement%20of%20changes%20in%20equity) Total equity decreased by £25.8 million from June 30, 2021, to December 31, 2021, primarily due to the £16.9 million net loss and £10.7 million in dividends paid - Total equity decreased by **£25.8 million** during the six-month period, from £272.5 million to £246.7 million[76](index=76&type=chunk) - The main contributors to the decrease in equity were the **net loss for the period (£16.9 million)** and **dividends paid (£10.7 million)**[76](index=76&type=chunk) [Interim Consolidated Statement of Cash Flows](index=20&type=section&id=Interim%20consolidated%20statement%20of%20cash%20flows) For the six months ended December 31, 2021, the company reported a net decrease in cash of £22.9 million, with operating inflow offset by investing outflow and financing inflow Cash Flow Summary for the Six Months Ended Dec 31 | Metric | 2021 (£'000) | 2020 (£'000) | | :--- | :--- | :--- | | Net cash inflow from operating activities | 32,069 | 61,271 | | Net cash outflow from investing activities | (83,402) | (90,690) | | Net cash inflow from financing activities | 28,483 | 59,180 | | **Net (decrease)/increase in cash** | **(22,850)** | **29,761** | [Notes to the Interim Consolidated Financial Statements](index=21&type=section&id=Notes%20to%20the%20interim%20consolidated%20financial%20statements) The notes detail accounting policies, revenue disaggregation, exceptional items, intangible assets, borrowings, debt covenants, and significant contingent liabilities [Basis of Preparation and Accounting Policies (Notes 2 & 3)](index=21&type=section&id=Basis%20of%20preparation%20and%20Accounting%20policies) The interim financial statements are prepared on a going concern basis, supported by £87.4 million cash and £100 million undrawn revolving facilities - The financial statements are prepared on a going concern basis, with management concluding the Group can meet its obligations for at least 12 months following the report date[83](index=83&type=chunk)[86](index=86&type=chunk) - As of December 31, 2021, the Group had cash resources of **£87.4 million** and access to **£100 million** in undrawn revolving facilities[84](index=84&type=chunk) [Revenue from Contracts with Customers (Note 6)](index=24&type=section&id=Revenue%20from%20contracts%20with%20customers%20(Note%206)) Revenue is disaggregated into Commercial, Broadcasting, and Matchday streams, with Broadcasting being the largest contributor at £129.8 million for the six months ended December 31, 2021 Revenue by Component for the Six Months Ended Dec 31 | Revenue Stream | 2021 (£'000) | 2020 (£'000) | | :--- | :--- | :--- | | Commercial | 128,773 | 122,314 | | Broadcasting | 129,755 | 156,302 | | Matchday | 53,373 | 3,206 | | **Total** | **311,901** | **281,822** | [Exceptional Items (Note 8)](index=26&type=section&id=Exceptional%20items%20(Note%208)) Exceptional items totaled £10.0 million, primarily comprising £9.1 million in compensation for a former manager and £0.9 million for a pension scheme deficit - A **£9.1 million** charge was recorded for compensation paid to a former men's first team manager and coaching staff for loss of office[113](index=113&type=chunk) - An additional **£0.9 million** was charged related to a deficit in the Football League pension scheme, based on the latest actuarial valuation[113](index=113&type=chunk)[114](index=114&type=chunk) [Intangible Assets (Note 17)](index=34&type=section&id=Intangible%20assets%20(Note%2017)) As of December 31, 2021, intangible assets totaled £812.3 million, including goodwill and player registrations, with £144.3 million in additions and £72.5 million in amortization Intangible Assets Breakdown as of Dec 31, 2021 | Asset Type | Net Book Value (£'000) | | :--- | :--- | | Goodwill | 421,453 | | Registrations | 385,505 | | Other intangible assets | 5,294 | | **Total** | **812,252** | - Additions to player registrations in the six-month period amounted to **£144.3 million**[144](index=144&type=chunk) [Borrowings (Note 26)](index=39&type=section&id=Borrowings%20(Note%2026)) Total borrowings as of December 31, 2021, were £582.2 million, including senior secured notes, a term loan, and drawn revolving facilities, with all debt covenants met Borrowings Breakdown as of Dec 31, 2021 | Instrument | Amount (£'000) | | :--- | :--- | | Senior secured notes | 312,318 | | Secured term loan facility | 164,734 | | Revolving credit facilities | 100,000 | | Accrued interest | 5,185 | | **Total** | **582,237** | - The Group has **£100 million** in outstanding loans and **£100 million** in borrowing capacity under its revolving facilities[177](index=177&type=chunk) [Contingent Liabilities and Contingent Assets (Note 31)](index=45&type=section&id=Contingent%20liabilities%20and%20contingent%20assets%20(Note%2031)) The company's contingent liabilities include £122.4 million in potential transfer fees and ongoing discussions with UK tax authorities regarding player-related tax matters - Maximum potential contingent transfer fees payable were **£122.6 million**, dependent on conditions such as player appearances, team success, and individual awards[196](index=196&type=chunk)[197](index=197&type=chunk) - The Group is in active discussions with UK tax authorities over player-related tax matters, which represents a potential future liability[199](index=199&type=chunk)