EX-99.1 2 tm2035940d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Manchester United plc

Interim report (unaudited) for the three months

ended 30 September 2020

Contents

Management’s discussion and analysis of financial condition and results of operations	2

Interim consolidated statement of profit or loss for the three months ended 30 September 2020 and 2019	11

Interim consolidated statement of comprehensive income for the three months ended 30 September 2020 and 2019	12

Interim consolidated balance sheet as of 30 September 2020, 30 June 2020 and 30 September 2019	13

Interim consolidated statement of changes in equity for the three months ended 30 September 2020, the nine month period ended 30 June 2020 and the three month period ended 30 September 2019	15

Interim consolidated statement of cash flows for the three months ended 30 September 2020 and 2019	16

Notes to the interim consolidated financial statements	17

Manchester United plc

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

GENERAL INFORMATION AND FORWARD-LOOKING STATEMENTS

The following Management’s discussion and analysis of financial condition and results of operations should be read in conjunction with the interim consolidated financial statements and notes thereto included as part of this report. This report contains forward-looking statements. You should not place undue reliance on such statements because they are subject to numerous risks and uncertainties relating to Manchester United plc’s (“the Company”) operations and business environment, all of which are difficult to predict and many are beyond the Company’s control. Forward-looking statements include information concerning 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 interim report are based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. You should understand that these statements are not guarantees of performance or results. They involve known and unknown risks, uncertainties and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual financial results or results of operations and could cause actual results to differ materially from those in these forward-looking statements. These factors are more fully discussed in the “Risk Factors” section and elsewhere in the Company’s Annual Report on Form 20-F for the year ended 30 June 2020, as filed with the Securities and Exchange Commission on 23 October 2020 (File No. 001-35627).

GENERAL

Manchester United is one of the most popular and successful sports teams in the world, playing one of the most popular spectator sports on Earth. Through our 142-year heritage we have won 66 trophies, including a record 20 English league titles, enabling us to develop what we believe is one of the world’s leading sports brands and a global community of 1.1 billion fans and followers. Our large, passionate community provides Manchester United with a worldwide platform to generate significant revenue from multiple sources, including sponsorship, merchandising, product licensing, broadcasting and Matchday. We attract leading global companies such as adidas, Aon, General Motors (Chevrolet) and Kohler that want access and exposure to our community of followers and association with our brand.

COVID-19 PANDEMIC

The COVID-19 pandemic and measures to prevent further spread continues to disrupt our businesses. The Old Trafford Stadium, Museum and Stadium Tour operations remain closed to visitors.

The postponement of the 2019/20 domestic competitions resulted in three Premier League home matches, three Premier League away matches and an FA Cup semi-final away match being played during the first quarter of the fiscal year 2021. All remaining 2019/20 UEFA Europa League matches, which included one home match and a single-leg quarter-final and semi-final, were also played during the quarter. All matches were played behind closed doors.

As a direct result, the 2020/21 Premier League season start was delayed until mid-September 2020 with one Premier League home match, one Premier League away match and two Carabao Cup away matches being played in the quarter. No 2020/21 UEFA Champions League matches were played in the quarter. All matches continue to be played behind closed doors.

Furthermore, the first team’s pre-season tour was cancelled this summer due to travel restrictions.

RESULTS OF OPERATIONS

Three months ended 30 September 2020 as compared to the three months ended 30 September 2019

	Three months ended 30 September (in £ millions)
	2020			2019			% Change 2020 over 2019
Revenue		109.0			135.4			(19.5	%)
Commercial revenue		59.7			80.4			(25.7	%)
Broadcasting revenue		47.6			32.9			44.7	%
Matchday revenue		1.7			22.1			(92.3	%)
Total operating expenses		(123.5	)		(136.4	)		(9.5	%)
Employee benefit expenses		(71.9	)		(70.2	)		2.4	%
Other operating expenses		(16.3	)		(30.4	)		(46.4	%)
Depreciation		(3.8	)		(3.6	)		5.6	%
Amortization		(31.5	)		(32.2	)		(2.2	%)
(Loss)/profit on disposal of intangible assets		(12.6	)		12.0			-
Net finance income/(costs)		-			(8.5	)		-
Income tax expense		(3.2	)		(1.4	)		128.6	%

Revenue

Total revenue for the three months ended 30 September 2020 was £109.0 million, a decrease of £26.4 million, or 19.5%, over the three months ended 30 September 2019, as a result of a decrease in revenue in our commercial and Matchday sectors, partially offset by an increase in revenue in our broadcasting sector, as described below.

Commercial revenue

Commercial revenue for the three months ended 30 September 2020 was £59.7 million, a decrease of £20.7 million, or 25.7%, over the three months ended 30 September 2019.

Sponsorship revenue for the three months ended 30 September 2020 was £36.5 million, a decrease of £17.1 million, or 31.9%, over the three months ended 30 September 2019, primarily due to no 2020/21 pre-season tour taking place as a result of COVID-19; and

Retail, Merchandising, Apparel & Product Licensing revenue for the three months ended 30 September 2020 was £23.2 million, a decrease of £3.6 million, or 13.4%, over the three months ended 30 September 2019, due to significantly reduced Megastore footfall given matches continue to be played behind closed doors.

Broadcasting revenue

Broadcasting revenue for the three months ended 30 September 2020 was £47.6 million, an increase of £14.7 million, or 44.7%, over the three months ended 30 September 2019, primarily due playing five more home and away games across all competitions, due to completion of the 2019/20 domestic and UEFA competitions during the current quarter.

Matchday revenue

Matchday revenue for the three months ended 30 September 2020 was £1.7 million, a decrease of £20.4 million, or 92.3%, over the three months ended 30 September 2019, due to all matches being played behind closed doors. Six home games with fans in attendance were played in the prior year quarter.

Total operating expenses

Total operating expenses (defined as employee benefit expenses, other operating expenses, depreciation, amortization and exceptional items) for the three months ended 30 September 2020 were £123.5 million, a decrease of £12.9 million, or 9.5%, over the three months ended 30 September 2019.

Employee benefit expenses

Employee benefit expenses for the three months ended 30 September 2020 were £71.9 million, an increase of £1.7 million, or 2.4%, over the three months ended 30 September 2019. This is due to contracted increases in player salaries as a result of participation in the UEFA Champions League, partially offset by reduced salaries arising from player disposals.

Other operating expenses

Other operating expenses for the three months ended 30 September 2020 were £16.3 million, a decrease of £14.1 million, or 46.4%, over the three months ended 30 September 2019, primarily due to reduced business activity as a result of COVID-19. This includes the impact of no 2020/21 pre-season tour, all matches being played behind closed doors, travel savings and reduced costs related to the fall in activity at the Old Trafford Megastore.

Depreciation

Depreciation for the three months ended 30 September 2020 was £3.8 million, an increase of £0.2 million, or 5.6%, over the three months ended 30 September 2019.

Amortization

Amortization, primarily of players’ registrations, for the three months ended 30 September 2020 was £31.5 million, a decrease of £0.7 million, or 2.2%, over the three months ended 30 September 2019. The unamortized balance of registrations at 30 September 2020 was £353.0 million.

(Loss)/profit on disposal of intangible assets

Loss on disposal of intangible assets for the three months ended 30 September 2020 was £12.6 million compared to a profit of £12.0 million for the three months ended 30 September 2019.

Net finance income/(costs)

Net finance income for the three months ended 30 September 2020 was £nil, compared to net finance costs of £8.5 million for the three months ended 30 September 2019. The decrease was largely due to a favourable swing in unrealized foreign exchange movements. Underlying net finance costs are consistent with the prior year quarter.

Income tax

The income tax expense for the three months ended 30 September 2020 was £3.2 million, compared to £1.4 million for the three months ended 30 September 2019.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash requirements stem from the payment of transfer fees for the acquisition of players’ registrations, capital expenditure for the improvement of facilities at Old Trafford and the Aon Training Complex, payment of interest on our borrowings, employee benefit expenses, other operating expenses and dividends on our Class A ordinary shares and Class B ordinary shares. Historically, we have met these cash requirements through a combination of operating cash flow and proceeds from the transfer fees from the sale of players’ registrations. Our existing borrowings primarily consist of our secured term loan facility and our senior secured notes. We manage our cash flow interest rate risk where appropriate using interest rate swaps. Such interest rate swaps have the economic effect of converting a portion of variable rate borrowings from floating to fixed rates. We have US dollar borrowings that we use to hedge our US dollar commercial revenue exposure. We continue to evaluate our financing options and may, from time to time, take advantage of opportunities to repurchase or refinance all or a portion of our existing indebtedness to the extent such opportunities arise.

The ongoing COVID-19 crisis has had a significant impact on cash flows. We expect that the wider impact of COVID-19 on revenue streams and cash flows will vary, but will generally depend on the extent and success of UK and international governmental measures to manage the spread of the disease, the length of time that such measures remain in place, their impact on future consumer behavior and our ability to play football matches. Given the ongoing uncertainty, we have taken several steps to preserve capital and increase liquidity, including closely monitoring the Company’s operating cost base and levels of uncommitted capital expenditures. We believe we are well placed with a strong balance sheet, including cash resources as at 30 September 2020 of £58.9 million. All funds are held as cash and cash equivalents and therefore available on demand. As at 30 September 2020, we also had access to an undrawn revolving facility of £150 million and subsequent to 30 September 2020, the Company entered into a new revolving facility agreement of up to £50 million. See note 31.2 to the unaudited interim consolidated financial statements as of and for the three months ended 30 September 2020 included elsewhere in this Interim Report. However, we cannot assure you that our cash generated from operations, cash and cash equivalents or cash available under our revolving facilities will be sufficient to meet our long-term future needs, particularly in light of the ongoing nature of the COVID-19 pandemic and its continuing impact on the global economy and our business. We cannot assure you that we could obtain additional financing on favorable terms or at all, including as a result of changes or volatility in the credit or capital markets, which affect our ability to borrow money or raise capital, including as a result of the impact of the COVID-19 pandemic.

A semi-annual cash dividend on our Class A ordinary shares and Class B ordinary shares of $0.09 per share will be paid from our operating cash flows on 7 January 2021 to shareholders of record on 30 November 2020. The stock will begin to trade ex-dividend on 27 November 2020. The declaration and payment of any further future dividends will be at the sole discretion of our board of directors or a committee thereof, and our expectations and policies regarding dividends are subject to change as our business needs, capital requirements or market conditions change.

Our business ordinarily generates a significant amount of cash from our Matchday revenues and commercial contractual arrangements at or near the beginning of our fiscal year, with a steady flow of other cash received throughout the fiscal year. In addition, we ordinarily generate a significant amount of our cash through advance receipts, including season tickets (which include general admission season tickets and seasonal hospitality tickets), most of which are received prior to the end of June for the following season. As a result of COVID-19, seasonal facility sales are currently on hold due to the uncertainties around fans returning to the stadium, and as such the cash position as at 30 September 2020 has been impacted. Our Broadcasting revenue from the Premier League and UEFA are paid periodically throughout the season, with primary payments made in late summer, December, January and the end of the football season. As a result of delays to the 2019/20 competitions, monies that would have ordinarily been received at the end of the previous financial year were deferred to the start of the current financial year upon completion of all competitions. Our sponsorship and other commercial revenue tends to be paid either quarterly or annually in advance. However, while we typically have a high cash balance at the beginning of each fiscal year, this is largely attributable to deferred revenue, the majority of which falls under current liabilities in the consolidated balance sheet, and this deferred revenue is unwound through the statement of profit or loss over the course of the fiscal year. As a result of COVID-19, the timing of commercial cash receipts has been impacted. Over the course of a year, we use our cash on hand to pay employee benefit expenses, other operating expenses, interest payments and other liabilities as they become due. This typically results in negative working capital movement at certain times during the year. In the event it ever became necessary to access additional operating cash, we also have access to cash through our revolving facilities. As of 30 September 2020, we had no outstanding loans under our existing revolving facility (as defined below).

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

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

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

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

Cash Flow

The following table summarizes our cash flows for the three months ended 30 September 2020 and 2019:

	Three months ended 30 September (in £ millions)
	2020			2019
Cash flow from operating activities
Cash generated from/(used in) operations		72.4			(4.6	)
Net interest paid		(7.7	)		(7.7	)
Debt finance costs related to borrowings		-			(0.6	)
Tax paid		(2.4	)		(1.5	)
Net cash inflow/(outflow) from operating activities		62.3			(14.4	)
Cash flow from investing activities
Payments for property, plant and equipment		(1.8	)		(3.1	)
Payments for intangible assets		(70.8	)		(175.7	)
Proceeds from sale of intangible assets		19.2			17.5
Net cash outflow from investing activities		(53.4	)		(161.3	)
Cash flow from financing activities
Principal elements of lease payments		(0.4	)		(0.4	)
Net cash outflow from financing activities		(0.4	)		(0.4	)
Net increase/(decrease) in cash and cash equivalents⁽¹⁾		8.5			(176.1	)

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

Net cash inflow/(outflow) from operating activities

Cash generated from/(used in) operations represents our operating results and net movements in our working capital. Our working capital is generally impacted by the timing of cash received from the sale of tickets and hospitality and other Matchday revenues, broadcasting revenue from the Premier League and UEFA and sponsorship and other commercial revenue. Cash generated from operations for the three months ended 30 September 2020 was £72.4 million, an increase of £77.0 million from cash used in operations of £4.6 million for the three months ended 30 September 2019. This is primarily due to timing of cash receipts on commercial contractual arrangements and the deferral of 2019/20 Broadcasting monies into the current period upon completion of all competitions.

Additional changes in net cash inflow/(outflow) from operating activities generally reflect our finance costs. We currently pay fixed rates of interest on our senior secured notes and variable rates of interest on our secured term loan facility. We use interest rate swaps to manage the cash flow interest rate risk. Such swaps have the economic effect of converting a portion of interest from variable rates to a fixed rate. Draw-downs from our existing revolving facility, if any, are also subject to variable rates of interest. Net cash inflow from operating activities for the three months ended 30 September 2020 was £62.3 million, an increase of £76.7 million from net cash outflow of £14.4 million for the three months ended 30 September 2019.

Net cash outflow from investing activities

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

Net cash outflow from investing activities for the three months ended 30 September 2020 was £53.4 million, a decrease of £107.9 million from £161.3 million for the three months ended 30 September 2019.

For the three months ended 30 September 2020, net capital expenditure on property, plant and equipment was £1.8 million, a decrease of £1.3 million from net expenditure of £3.1 million for the three months ended 30 September 2019.

For the three months ended 30 September 2020, net capital expenditure on intangible assets was £51.6 million, a decrease of £106.6 million from net expenditure of £158.2 million for the three months ended 30 September 2019.

Net cash outflow from financing activities

Net cash outflow from financing activities for the three months ended 30 September 2020 was £0.4 million, consistent with the three months ended 30 September 2019.

Indebtedness

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

Description of principal indebtedness

Senior secured notes

Our wholly-owned subsidiary, Manchester United Football Club Limited, issued $425 million in aggregate principal amount of 3.79% senior secured notes. As of 30 September 2020 the sterling equivalent of £325.6 million (net of unamortized issue costs of £3.0 million) was outstanding. The outstanding principal amount was $425.0 million. The senior secured notes mature on 25 June 2027.

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

The note purchase agreement governing the senior secured notes contains a financial maintenance covenant requiring us to maintain consolidated profit for the period before depreciation, amortization of, and profit/(loss) on disposal of, intangible assets, exceptional items, net finance costs, and tax (“EBITDA”) of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive financial years) during the life of the senior secured notes if we fail to qualify for the first round group stages (or its equivalent from time to time) of the UEFA Champions League. The impact of IFRS 16 is excluded for the purpose of covenant compliance testing. The covenant is tested on a quarterly basis and we were in compliance for the quarter ended 30 September 2020.

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

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

Secured term loan facility

Our wholly-owned subsidiary, Manchester United Football Club Limited, has a secured term loan facility with Bank of America Merrill Lynch International Designated Activity Company as lender. As of 30 September 2020 the sterling equivalent of £171.7 million (net of unamortized issue costs of £2.2 million) was outstanding. The outstanding principal amount was $225.0 million. The remaining balance of the secured term loan facility is repayable on 6 August 2029, although the Group has the option to repay the secured term loan facility at any time before then.

Loans under the secured term loan facility bear interest at a rate per annum equal to US dollar LIBOR (provided that if the rate is less than zero, LIBOR shall be deemed to be zero) plus the applicable margin. The applicable margin, if no event of default has occurred and is continuing, means the following:

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

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

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

The secured term loan facility contains a financial maintenance covenant requiring us to maintain consolidated profit for the period before depreciation, amortization of, and profit/(loss) on disposal of, intangible assets, exceptional items, net finance costs, and tax (“EBITDA”) of not less than £65 million for each 12 month testing period. We are able to claim certain dispensations from complying with the consolidated EBITDA floor up to twice (in non-consecutive financial years) during the life of the secured term loan facility if we fail to qualify for the first round group stages (or its equivalent from time to time) of the UEFA Champions League. The impact of IFRS 16 is excluded for the purpose of covenant compliance testing. The covenant is tested on a quarterly basis and we were in compliance for the quarter ended 30 September 2020.

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

Revolving facility

Our existing revolving facilities agreement allows Manchester United Football Club Limited (or any direct or indirect subsidiary of Red Football Limited that becomes a borrower thereunder) to borrow up to £150 million from a syndicate of lenders with Bank of America Merrill Lynch International Designated Activity Company as agent and security trustee. As of 30 September 2020, we had no outstanding loans and had £150 million in borrowing capacity under our revolving facilities agreement.

Our revolving facility (the “existing revolving facility”) is scheduled to expire on 4 April 2025. Any amount still outstanding at that time will be due in full immediately on the applicable expiry date.

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

The above is not inclusive of the Company’s new revolving facility agreement, dated 14 October 2020. See note 31.2 to the unaudited interim consolidated financial statements as of and for the three months ended 30 September 2020 included elsewhere in this Interim Report.

RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

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

OFF BALANCE SHEET ARRANGEMENTS

Transfer fees payable

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable by us if certain specific performance conditions are met. We estimate the fair value of any contingent consideration at the date of acquisition based on the probability of conditions being met and monitor this on an ongoing basis. The maximum additional amount that could be payable as of 30 September 2020 is £83.8 million.

Transfer fees receivable

Similarly, under the terms of contracts with other football clubs for player transfers, additional amounts would be payable to us if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Company when probable and recognized when virtually certain. As of 30 September 2020, we believe receipt of £1.8 million to be probable.

Other commitments

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

As of 30 September 2020, we had not entered into any other off-balance sheet transactions.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Contractual Obligations

The following table summarizes our contractual obligations as of 30 September 2020:

	Less than 1 year		1-3 years		3-5 years		More than five years		Total contractual cash flows⁽¹⁾		Total per consolidated financial statements
		£’000		£’000		£’000		£’000		£’000		£’000
Long-term debt obligations⁽²⁾		18,253		35,637		32,526		535,259		621,675		499,506
Lease obligations⁽³⁾		994		916		391		3,656		5,957		4,042
Purchase obligations⁽⁴⁾		153,945		55,658		3,618		-		213,221		205,862
Total		173,192		92,211		36,535		538,915		840,853		709,410

⁽¹⁾

Total contractual cash flows reflect contractual non-derivative financial obligations including interest, lease payments on short-term and low value leases, purchase order commitments and capital commitments and therefore differ from the carrying amounts in our consolidated financial statements.

⁽²⁾

As of 30 September 2020, we had $425.0 million of our senior secured notes outstanding and $225.0 million of our secured term loan facility outstanding.

⁽³⁾

We enter into leases in the normal course of business. The future lease obligations would change if we were to enter into additional new leases.

⁽⁴⁾

Purchase obligations include current and non-current obligations related to the acquisition of registrations, purchase order commitments and capital commitments. Purchase obligations do not include contingent transfer fees of £83.8 million which are potentially payable by us if certain specific performance conditions are met.

Except as disclosed above and in note 29.1 to the unaudited interim consolidated financial statements as of and for the three months ended 30 September 2020 included elsewhere in this Interim Report, as of 30 September 2020, we did not have any material contingent liabilities or guarantees.

Manchester United plc

Interim consolidated statement of profit or loss - unaudited

			Three months ended 30 September
	Note		2020 £’000			2019 £’000
Revenue from contracts with customers		6		108,972			135,371
Operating expenses		7		(123,473	)		(136,421	)
(Loss)/profit on disposal of intangible assets		8		(12,595	)		12,017
Operating (loss)/profit				(27,096	)		10,967
Finance costs				(19,574	)		(9,172	)
Finance income				19,595			734
Net finance income/(costs)		9		21			(8,438	)
(Loss)/profit before income tax				(27,075	)		2,529
Income tax expense		10		(3,195	)		(1,401	)
(Loss)/profit for the period				(30,270	)		1,128

(Loss)/earnings per share during the period:
Basic (loss)/earnings per share (pence)		11		(18.58	)		0.69
Diluted (loss)/earnings per share (pence)⁽¹⁾		11		(18.58	)		0.68

⁽¹⁾For the three months ended 30 September 2020, potential ordinary shares are anti-dilutive, as their inclusion in the diluted loss per share calculation would reduce the loss per share, and hence have been excluded.

See accompanying notes to the interim consolidated financial statements.

Manchester United plc

Interim consolidated statement of comprehensive income - unaudited

	Three months ended 30 September
	2020 £’000			2019 £’000
(Loss)/profit for the period		(30,270	)		1,128
Other comprehensive income/(loss):
Items that may be reclassified to profit or loss
Movement on hedges		17,171			(4,258	)
Income tax expense relating to movements on hedges		(43	)		(1,554	)
Other comprehensive income/(loss) for the period, net of income tax		17,128			(5,812	)
Total comprehensive loss for the period		(13,142	)		(4,684	)

See accompanying notes to the interim consolidated financial statements.

Manchester United plc

Interim consolidated balance sheet - unaudited

			As of
	Note		30 September 2020 £’000		30 June 2020 £’000		30 September 2019 £’000
ASSETS
Non-current assets
Property, plant and equipment		13		253,026		254,439		251,112
Right-of-use assets		14		4,179		4,559		5,572
Investment properties		15		20,762		20,827		24,881
Intangible assets		16		780,646		775,170		785,653
Deferred tax asset		17		54,712		58,362		55,514
Trade receivables		19		25,078		43,694		41,905
Derivative financial instruments		20		693		1,609		44
				1,139,096		1,158,660		1,164,681
Current assets
Inventories		18		3,542		2,186		2,664
Prepayments				19,930		6,503		15,382
Contract assets – accrued revenue		6.2		26,875		45,966		39,933
Trade receivables		19		69,742		115,985		36,060
Other receivables				438		239		15,269
Income tax receivable				1,223		1,214		643
Derivative financial instruments		20		1,764		1,174		297
Cash and cash equivalents		21		58,940		51,539		140,307
				182,454		224,806		250,555
Total assets				1,321,550		1,383,466		1,415,236

See accompanying notes to the interim consolidated financial statements.

Manchester United plc

Interim consolidated balance sheet – unaudited (continued)

			As of
	Note		30 September 2020 £’000			30 June 2020 £’000			30 September 2019 £’000
EQUITY AND LIABILITIES
Equity
Share capital		22		53			53			53
Share premium				68,822			68,822			68,822
Treasury shares		23		(21,305	)		(21,305	)		-
Merger reserve				249,030			249,030			249,030
Hedging reserve				(15,437	)		(32,565	)		(41,356	)
Retained earnings				58,192			87,197			134,107
Total equity				339,355			351,232			410,656
Non-current liabilities
Deferred tax liabilities		17		24,944			31,337			30,466
Contract liabilities – deferred revenue		6.2		26,970			18,759			26,988
Trade and other payables		24		56,645			51,322			32,046
Borrowings		25		497,292			520,010			522,437
Lease liabilities		14		3,223			3,326			3,992
Derivative financial instruments		20		8,219			9,136			3,760
				617,293			633,890			619,689
Current liabilities
Contract liabilities - deferred revenue		6.2		165,483			171,574			206,643
Trade and other payables		24		188,806			216,093			171,441
Income tax liabilities				7,580			4,005			2,823
Borrowings		25		2,214			5,605			2,363
Lease liabilities		14		819			1,067			1,621
				364,902			398,344			384,891
Total equity and liabilities				1,321,550			1,383,466			1,415,236

See accompanying notes to the interim consolidated financial statements.

Manchester United plc

Interim consolidated statement of changes in equity - unaudited

	Share capital £’000		Share premium £’000		Treasury Shares £’000			Merger reserve £’000		Hedging reserve £’000			Retained earnings £’000			Total equity £’000
Balance at 30 June 2019		53		68,822		-			249,030		(35,544	)		132,841			415,202
Profit for the period		-		-		-			-		-			1,128			1,128
Cash flow hedges		-		-		-			-		(4,258	)		-			(4,258	)
Tax expense relating to movement on hedges		-		-		-			-		(1,554	)		-			(1,554	)
Total comprehensive loss for the period		-		-		-			-		(5,812	)		1,128			(4,684	)
Equity-settled share-based payments		-		-		-			-		-			138			138
Balance at 30 September 2019		53		68,822		-			249,030		(41,356	)		134,107			410,656
Loss for the period		-		-		-			-		-			(24,361	)		(24,361	)
Cash flow hedges		-		-		-			-		7,135			-			7,135
Tax credit relating to movement on hedges		-		-		-			-		1,656			-			1,656
Total comprehensive loss for the period		-		-		-			-		8,791			(24,361	)		(15,570	)
Acquisition of treasury shares		-		-		(21,305	)		-		-			-			(21,305	)
Equity-settled share-based payments		-		-		-			-		-			680			680
Dividends paid		-		-		-			-		-			(23,229	)		(23,229	)
Balance at 30 June 2020		53		68,822		(21,305	)		249,030		(32,565	)		87,197			351,232
Loss for the period		-		-		-			-		-			(30,270	)		(30,270	)
Cash flow hedges		-		-		-			-		17,171			-			17,171
Tax expense relating to movement on hedges		-		-		-			-		(43	)		-			(43	)
Total comprehensive loss for the period		-		-		-			-		17,128			(30,270	)		(13,142	)
Equity-settled share-based payments		-		-		-			-		-			1,265			1,265
Balance at 30 September 2020		53		68,822		(21,305	)		249,030		(15,437	)		58,192			339,355

See accompanying notes to the interim consolidated financial statements.

Manchester United plc

Interim consolidated statement of cash flows - unaudited

			Three months ended 30 September
	Note		2020 £’000			2019 £’000
Cash flow from operating activities
Cash generated from/(used in) operations		26		72,410			(4,606	)
Interest paid				(7,686	)		(8,366	)
Debt finance costs relating to borrowings				-			(555	)
Interest received				1			644
Tax paid				(2,415	)		(1,489	)
Net cash inflow/(outflow) from operating activities				62,310			(14,372	)
Cash flow from investing activities
Payments for property, plant and equipment				(1,819	)		(3,151	)
Payments for intangible assets⁽¹⁾				(70,807	)		(175,713	)
Proceeds from sale of intangible assets⁽¹⁾				19,191			17,479
Net cash outflow from investing activities				(53,435	)		(161,385	)
Cash flow from financing activities
Principal elements of lease payments				(408	)		(379	)
Net cash outflow from financing activities				(408	)		(379	)
Net increase/(decrease) in cash and cash equivalents				8,467			(176,136	)
Cash and cash equivalents at beginning of period				51,539			307,637
Effect of exchange rate changes on cash and cash equivalents				(1,066	)		8,806
Cash and cash equivalents at end of period		21		58,940			140,307

⁽¹⁾ Payments and proceeds for intangible assets primarily relate to player and key football management staff registrations. When acquiring or selling players’ and key football management staff registrations it is normal industry practice for payments terms to spread over more than one year and consideration may also include non-cash items. Details of registrations additions and disposals are provided in note 16. Trade payables in relation to the acquisition of registrations at the reporting date are provided in note 24. Trade receivables in relation to the disposal of registrations at the reporting date are provided in note 19.

See accompanying notes to the interim consolidated financial statements.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

1 General information

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

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

These interim consolidated financial statements were approved for issue by the board of directors on 16 November 2020.

2 Basis of preparation

The interim consolidated financial statements of Manchester United plc have been prepared on a going concern basis and in accordance with International Accounting Standard 34 “Interim Financial Reporting”. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2020, as filed with the Securities and Exchange Commission on 23 October 2020, contained within the Company’s Annual Report on Form 20-F, which were prepared in accordance with International Financial Reporting Standards (“IFRS”). The report of the auditors on those financial statements was unqualified and did not contain an emphasis of matter paragraph. The results of operations for the interim periods should not be considered indicative of results to be expected for the full fiscal year.

COVID-19 pandemic

Operationally, the impact of the pandemic and measures to prevent further spread continues to disrupt our businesses. The Old Trafford Stadium, Museum and Stadium Tour operations remain closed to visitors.

Furthermore, the first team’s pre-season tour was cancelled this summer due to travel restrictions.

The impact of playing matches behind closed doors and the cancellation of the pre-season tour has had a significant impact on our first quarter Matchday and Commercial fiscal 2021 revenues. This has been partially offset by increased Broadcasting revenues compared to the prior quarter, due to playing the latter stages of the 2019/20 domestic and European competitions in the quarter.

The significant revenue impact of COVID-19 has been partially offset by reduced operating costs, principally in respect of matches played behind closed doors, cancellation of the 2020/21 pre-season tour, reduced travel and reduced costs related to the fall in activity at the Old Trafford Megastore.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

2 Basis of preparation (continued)

COVID-19 pandemic (continued)

Looking forward, the COVID-19 pandemic will continue to impact results. Subsequent to the end of the period, additional lockdown measures were mandated in the UK which has resulted in the closure of the Megastore, effective 5 November.

Despite the ongoing uncertainty, the Group remains well placed with a strong balance sheet, including cash resources as at 30 September 2020 of £58.9 million. All funds are held as cash and cash equivalents and therefore available on demand. As at 30 September 2020, the Group also has access to an undrawn revolving facility of £150 million.

The Group’s debt facilities include the $425 million senior secured notes and the $225 million secured term loan facility, the majority of which attract fixed interest rates. The Group’s revolving facility, secured notes and term loan mature in 2025, 2027 and 2029 respectively. As at 30 September 2020, the Company was in compliance with all debt covenants.

The evolving and uncertain nature of the situation makes it challenging for Management to estimate the future performance of our businesses, particularly over the near to medium term and the impact on our financial and operating results cannot be forecast with certainty at this time.

In light of these inherent uncertainties, Management has considered the potential impact of COVID-19 on the business (and its ability to continue as a going concern) under various scenarios, including:

The impact of playing Premier League, domestic cup and European 2020/21 competitions behind closed doors in their entirety;

Prudent performance assumptions around UEFA and domestic cup competitions;

Potential credit risk associated with accounts receivable and contract asset balances;

A delay in the timing of cash inflows generated from broadcasting and commercial revenues; and

A combination of the above factors.

Management has also considered various levers which the Group has at its disposal, in the event that there is further disruption to 2020/21 football competitions. Levers include reductions in uncommitted capital expenditures, operating cost items such as marketing, travel and entertaining, consultancy, training and development and employee costs.

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

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

3 Accounting policies

The accounting policies adopted are consistent with those of the consolidated financial statements for the year ended 30 June 2020, except as described below.

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

New and amended standards and interpretations adopted by the Group

Phase 2 amendments to IFRS 9, “Financial instruments” for IBOR reform

Phase 2 amendments to IFRS 9, “Financial instruments” for IBOR reform are effective for annual reporting periods beginning on or after 1 January 2021 with earlier application permitted. The Group has applied early adoption the amendments.

New and amended standards and interpretations issued but not yet adopted

There are no IFRS or IFRS IC interpretations that are not yet effective that would be expected to have a material impact on the Group in the future reporting periods or on foreseeable future transactions.

4 Critical estimates and judgments

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

Estimate of minimum guarantee revenue recognition – see note 5

Estimate of sponsorship revenue recognition – see note 5

Estimate of fair value and impairment of investment properties – see note 15

Estimate of fair value of registrations – see note 16

Recognition of deferred tax assets – see note 17

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

In preparing these interim consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 June 2020, with the exception of changes in estimates that are required in determining the provision for income taxes.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

5 Seasonality of revenue

We experience seasonality in our revenue and cash flow, limiting the overall comparability of interim financial periods. In any given interim period, our total revenue can vary based on the number of games played in that period, which affects the amount of Matchday and Broadcasting revenue recognized. Similarly, certain of our costs are derived from hosting games at Old Trafford, and these costs will also vary based on the number of games played in the period. We historically recognize the most revenue in our second and third fiscal quarters due to the scheduling of matches. However, a strong performance by our first team in European competitions and domestic cups could result in significant additional Matchday and Broadcasting revenue, and consequently we may also recognize the most revenue in our fourth fiscal quarter in those years. Additionally, the seasonality we have experienced in our business has been further impacted by the COVID-19 pandemic.

i) Commercial

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

Significant estimates

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

The Group has a 10-year agreement with adidas which began on 1 August 2015. The minimum guarantee payable by adidas over the term of the agreement is £750 million, subject to certain adjustments. Payments due in a particular year may increase if the club’s men’s first team wins the Premier League, FA Cup or Champions League, or decrease if the club’s men’s first team fails to participate in the Champions League for two or more consecutive seasons with the maximum possible increase being £4 million per year and the maximum possible reduction being 30% of the applicable payment for the year in which the second or other consecutive season of non-participation falls. Participation in the UEFA Champions League is typically secured via a top 4 finish in the Premier League or winning the UEFA Europa League. Revenue is currently being recognized based on management’s estimate at 30 September 2020 that the full minimum guarantee amount is the most likely amount that will be received, as management does not expect two consecutive seasons of non-participation in the Champions League.

Certain sponsorship contracts include termination clauses which are exercisable at the sole discretion of the Company. Revenue is currently being recognized based on management’s estimate at 30 September 2020 that such termination clauses will not be exercised.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

5 Seasonality of revenue (continued)

Broadcasting revenue represents revenue receivable from all UK and overseas broadcasting contracts, including contracts negotiated centrally by the Premier League and UEFA. Distributions from the Premier League comprise a fixed element (which is recognized evenly as each performance obligation is satisfied i.e.as each Premier League match is played), facility fees for live coverage and highlights of domestic home and away matches (which are recognized when the respective performance obligation is satisfied i.e. the respective match is played), and merit awards (which, being variable consideration, are recognized when each performance obligation is satisfied i.e. as each Premier League match is played, based on management’s estimate of where the men’s first team will finish at the end of the football season i.e. the most likely outcome). Distributions from UEFA relating to participation in European competitions comprise market pool payments (which are recognized over the matches played in the competition, a portion of which reflects Manchester United’s performance relative to the other Premier League clubs in the competition), fixed amounts for participation in individual matches (which are recognized when the matches are played) and an individual club coefficient share (which is recognized over the group stage matches).

Matchday revenue is recognized based on matches played throughout the year with revenue from each match (including season ticket allocated amounts) only being recognized when the performance obligation is satisfied i.e. the match has been played. Revenue from related activities such as Conference and Events or the Museum is recognized as the event or service is provided or the facility is used. Matchday revenue includes revenue receivable from all domestic and European match day activities from Manchester United games at Old Trafford, together with the Group’s share of gate receipts from domestic cup matches not played at Old Trafford, and fees for arranging other events at the Old Trafford stadium. As the Group acts as the principal in the sale of match tickets, the share of gate receipts payable to the other participating club and competition organizer for domestic cup matches played at Old Trafford is treated as an operating expense. As a result of COVID-19, all matches in the current period have been and continue to be played behind closed doors.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

6 Revenue from contracts with customers

6.1

Disaggregation of revenue from contracts with customers

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

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

	Three months ended 30 September
	2020 £’000		2019 £’000
Sponsorship		36,506		53,630
Retail, merchandising, apparel & product licensing		23,196		26,765
Commercial		59,702		80,395
Domestic competitions		36,283		27,887
European competitions		9,633		3,014
Other		1,682		1,975
Broadcasting		47,598		32,876
Matchday		1,672		22,100
		108,972		135,371

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

6.2

Assets and liabilities related to contracts with customers

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

	Current contract assets – accrued revenue £’000
At 1 July 2019		39,532
Recognized in revenue during the period		34,848
Cash received/amounts invoiced during the period		(34,447	)
At 30 September 2019		39,933
Recognized in revenue during the period		44,346
Cash received/amounts invoiced during the period		(38,313	)
At 30 June 2020		45,966
Recognized in revenue during the period		23,900
Cash received/amounts invoiced during the period		(42,991	)
At 30 September 2020		26,875

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

6 Revenue from contracts with customers (continued)

6.2

Assets and liabilities related to contracts with customers (continued)

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

The Group considered the current and expected future economic impact surrounding the COVID-19 pandemic and determined that there was no material impact on impairment of contract assets.

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

	Current contract liabilities – deferred revenue £’000			Non-current contract liabilities – deferred revenue £’000			Total contract liabilities – deferred revenue £’000
At 1 July 2019		(190,146	)		(33,354	)		(223,500	)
Recognized in revenue during the period		84,375			-			84,375
Cash received/amounts invoiced during the period		(94,506	)		-			(94,506	)
Reclassified to current during the period		(6,366	)		6,366			-
At 30 September 2019		(206,643	)		(26,988	)		(233,631	)
Recognized in revenue during the period		98,811			-			98,811
Cash received/amounts invoiced during the period		(55,513	)		-			(55,513	)
Reclassified to current during the period		(8,229	)		8,229			-
At 30 June 2020		(171,574	)		(18,759	)		(190,333	)
Recognized in revenue during the period		56,990						56,990
Cash received/amounts invoiced during the period		(48,405	)		(10,705	)		(59,110	)
Reclassified to current during the period		(2,494	)		2,494			-
At 30 September 2020		(165,483	)		(26,970	)		(192,453	)

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

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

Operating expenses

	Three months ended 30 September
	2020 £’000			2019 £’000
Employee benefit expenses		(71,907	)		(70,210	)
Depreciation - property, plant and equipment (note 13)		(3,299	)		(3,140	)
Depreciation – right-of-use assets (note 14)		(422	)		(404	)
Depreciation - investment property (note 15)		(65	)		(98	)
Amortization – intangible assets (note 16)		(31,543	)		(32,187	)
Other operating expenses		(16,237	)		(30,382	)
		(123,473	)		(136,421	)

8	(Loss)/profit on disposal of intangible assets

	Three months ended 30 September
	2020 £’000			2019 £’000
(Loss)/profit on disposal of registrations		(12,884	)		11,745
Player loan income		289			272
		(12,595	)		12,017

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

9 Net finance income/(costs)

	Three months ended 30 September
	2020 £’000			2019 £’000
Interest payable on bank loans and overdrafts		(255	)		(338	)
Interest payable on secured term loan facility and senior secured notes		(4,027	)		(5,110	)
Interest payable on lease liabilities (note 14)		(28	)		(35	)
Amortization of issue costs on secured term loan facility and senior secured notes		(142	)		(145	)
Foreign exchange losses on retranslation of unhedged US dollar borrowings		-			(2,448	)
Unwinding of discount relating to registrations		(155	)		(977	)
Reclassified from hedging reserve ⁽¹⁾		(14,837	)		-
Hedge ineffectiveness on cash flow hedges		-			(119	)
Fair value movement on derivative financial instruments:
Embedded foreign exchange derivatives		(130	)		-
Total finance costs		(19,574	)		(9,172	)
Interest receivable on short-term bank deposits		1			655
Foreign exchange gains on retranslation of unhedged US dollar borrowings ⁽²⁾		19,083			-
Hedge ineffectiveness on cash flow hedges		511			-
Fair value movement on derivative financial instruments:
Embedded foreign exchange derivatives		-			79
Total finance income		19,595			734
Net finance income/(costs)		21			(8,438	)

⁽¹⁾Foreign exchange losses immediately reclassified from the hedging reserve for hedged future revenues no longer meeting the hedge accounting criteria due to a change in denomination of the contract currency.

⁽²⁾Unrealized foreign exchange gains on unhedged USD borrowings due to a favourable swing in foreign exchange rates.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

10 Income tax expense

	Three months ended 30 September
	2020 £’000			2019 £’000
Current tax
Current tax on loss/(profit) for the period		(2,536	)		(600	)
Foreign tax		(1,336	)		(450	)
Total current tax expense		(3,872	)		(1,050	)
Deferred tax
Origination and reversal of temporary differences		3,987			(351	)
Re-measurement of US deferred tax asset		(3,310	)		-
Total deferred tax credit/(expense)		677			(351	)
Total income tax expense		(3,195	)		(1,401	)

Tax is recognized based on management’s estimate of the weighted average annual tax rate expected for the full financial year. Based on current forecasts, the estimated weighted average annual tax rate used for the year to 30 June 2021 is 9.29% (30 June 2020: 40.99%). The tax expense includes one off items of £5.7m (30 September 2019:£0.4m) which are not reflected in the estimated weighted average annual tax rate. These mainly relate to the re-measurement of the US deferred tax asset, irrecoverable foreign tax credits created in the year and foreign exchange gains arising on USD debt which are not subject to US tax.

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

	Three months ended 30 September
	2020 £’000			2019 £’000
Current tax		(2,109	)		(403	)
Deferred tax (note 17)		2,066			(1,151	)
Total income tax expense recognized in other comprehensive income		(43	)		(1,554	)

Manchester United plc

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

11 (Loss)/earnings per share

	Three months ended 30 September
	2020			2019
(Loss)/profit for the period (£’000)		(30,270	)		1,128
Basic (loss)/earnings per share (pence)		(18.58	)		0.69
Diluted (loss)/earnings per share (pence)⁽¹⁾		(18.58	)		0.68

(i) Basic (loss)/earnings per share

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

(ii) Diluted (loss)/earnings per share

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

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

	Three months ended 30 September
	2020 Number ‘000		2019 Number ‘000
Class A ordinary shares	40,622		40,573
Class B ordinary shares	124,000		124,000
Treasury shares	(1,683	)	-
Weighted average number of ordinary shares used as the denominator in calculating basic (loss)/earnings per share	162,939		164,573
Adjustment for calculation of diluted (loss)/earnings per share assumed conversion into Class A ordinary shares⁽¹⁾	-		162
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted (loss)/earnings per share⁽¹⁾	162,939		164,735

12 Dividends

No dividend has been paid by the Company during the three month period ended 30 September 2020 (three months ended 30 September 2019: £nil). A regular semi-annual cash dividend on the Company's outstanding Class A and Class B ordinary shares of $0.09 per share is to be paid on 7 January 2021 to shareholders of record on 30 November 2020. The stock will begin to trade ex-dividend on 27 November 2020.

Manchester United plc

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

13 Property, plant and equipment

	Freehold property £’000			Plant and machinery £’000			Fixtures and fittings £’000			Total £’000
At 1 July 2020
Cost		270,900			38,222			79,741			388,863
Accumulated depreciation		(56,435	)		(32,461	)		(45,528	)		(134,424	)
Net book amount		214,465			5,761			34,213			254,439
Three months ended 30 September 2020
Opening net book amount		214,465			5,761			34,213			254,439
Additions		392			804			690			1,886
Transfers		7,366			-			(7,366	)		-
Depreciation charge		(899	)		(794	)		(1,606	)		(3,299	)
Closing net book amount		221,324			5,771			25,931			253,026
At 30 September 2020
Cost		278,658			36,933			72,422			388,013
Accumulated depreciation		(57,334	)		(31,162	)		(46,491	)		(134,987	)
Net book amount		221,324			5,771			25,931			253,026

At 1 July 2019
Cost		268,981			34,845			64,806			368,632
Accumulated depreciation		(53,155	)		(29,688	)		(39,757	)		(122,600	)
Net book amount		215,826			5,157			25,049			246,032
Three months ended 30 September 2019
Opening net book amount		215,826			5,157			25,049			246,032
Additions		-			693			7,527			8,220
Depreciation charge		(816	)		(627	)		(1,697	)		(3,140	)
Closing net book amount		215,010			5,223			30,879			251,112
At 30 September 2019
Cost		268,981			35,538			72,333			376,852
Accumulated depreciation		(53,971	)		(30,315	)		(41,454	)		(125,740	)
Net book amount		215,010			5,223			30,879			251,112

Manchester United plc

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

14 Leases

(i) Amounts recognized in the consolidated balance sheet

The balance sheet shows the following amounts relating to leases:

Right-of-use assets:

	30 September 2020 £’000		30 June 2020 £’000		30 September 2019 £’000
Property		3,908		4,290		5,438
Plant and machinery		271		269		134
Total		4,179		4,559		5,572

Additions to right-of-use assets for the three months ended 30 September 2020 amounted £42,000 (2019: £nil) and for the year ended 30 June 2020 amounted to £239,000.

Lease liabilities:

	30 September 2020 £’000		30 June 2020 £’000		30 September 2019 £’000
Current		819		1,067		1,621
Non-current		3,223		3,326		3,992
Total lease liabilities		4,042		4,393		5,613

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

	£’000
At 1 July 2019		5,976
Cash flows		(398	)
Other changes⁽¹⁾		35
At 30 September 2019		5,613
Cash flows		(1,555	)
Acquisition		239
Other changes⁽¹⁾		96
At 30 June 2020		4,393
Cash flows		(420	)
Acquisition		42
Other changes⁽¹⁾		27
At 30 September 2020		4,042

⁽¹⁾ Other changes relates to movement on accrued interest expense.

Manchester United plc

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

14 Leases (continued)

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

	30 September 2020 £’000			30 September 2019 £’000
Depreciation charge of right-of-use assets
Property		(382	)		(382	)
Plant and machinery		(40	)		(22	)
		(422	)		(404	)
Interest expense (included in finance cost)		(28	)		(35	)
Expenses relating to short-term leases (included in operating expenses)		(135	)		(149	)
Expenses relating to low value leases (included in operating expenses)		(11	)		-

Manchester United plc

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

15 Investment property

	Total £’000
At 1 July 2020
Cost		32,193
Accumulated depreciation and impairment		(11,366	)
Net book amount		20,827
Three months ended 30 September 2020
Opening net book amount		20,827
Depreciation charge		(65	)
Closing net book amount		20,762
At 30 September 2020
Cost		32,193
Accumulated depreciation and impairment		(11,431	)
Net book amount		20,762

At 1 July 2019
Cost		32,193
Accumulated depreciation and impairment		(7,214	)
Net book amount		24,979
Three months ended 30 September 2019
Opening net book amount		24,979
Depreciation charge		(98	)
Closing net book amount		24,881
At 30 September 2019
Cost		32,193
Accumulated depreciation and impairment		(7,312	)
Net book amount		24,881

Investment properties were externally valued as of 30 June 2020 in accordance with the Royal Institution of Chartered Surveyors (“RICS”) Valuation - Global Standards 2017 on the basis of Fair Value (as defined in the Standards). The fair value of investment properties as of 30 June 2020 was £23,065,000. The external valuers noted that the outbreak of COVID-19 has impacted global financial markets. Given the unknown future impact that COVID-19 might have on the real estate market, the external valuers recommend that the Group keep the valuation of these properties under frequent review. As at the valuation date, they consider that they can attach less weight to previous market evidence for comparison purposes, to inform opinions of value. Indeed, the current response to COVID-19 means they are faced with an unprecedented set of circumstances on which to base a judgment. Market activity is being impacted within the out-of-town retail market and valuations are therefore reported on the basis of “material valuation uncertainty” as per VPS 3 and VPGA 10 of the RICS Red Book Global. Consequently, less certainty, and a higher degree of caution, should be attached to the valuations within these sectors of the market than would normally be the case.

Manchester United plc

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

15 Investment property (continued)

For the avoidance of doubt, the inclusion of the “material valuation uncertainty” declaration above does not mean that the valuations cannot be relied upon. Rather the phrase is used in order to be clear and transparent that, in the current extraordinary circumstances, less certainty, and a higher degree of caution, can be attached to the valuation than would otherwise be the case.

Based upon the carrying value of investment properties and the inputs used in the external valuation, management does not expect any further material impairment to investment properties in the next twelve months. Management has considered the carrying amount of investment property as of 30 September 2020 and concluded that, as there are no indicators of impairment, an impairment test is not required.

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

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

16 Intangible assets

	Goodwill £’000		Registrations £’000			Other intangible assets £’000			Total £’000
At 1 July 2020
Cost		421,453		831,275			14,797			1,267,525
Accumulated amortization		-		(484,403	)		(7,952	)		(492,355	)
Net book amount		421,453		346,872			6,845			775,170
Three months ended 30 September 2020
Opening net book amount		421,453		346,872			6,845			775,170
Additions		-		49,162			442			49,604
Disposals		-		(12,585	)		-			(12,585	)
Amortization charge		-		(30,401	)		(1,142	)		(31,543	)
Closing book amount		421,453		353,048			6,145			780,646
At 30 September 2020
Cost		421,453		850,572			15,239			1,287,264
Accumulated amortization		-		(497,524	)		(9,094	)		(506,618	)
Net book amount		421,453		353,048			6,145			780,646

At 1 July 2019
Cost		421,453		772,328			13,964			1,207,745
Accumulated amortization		-		(433,566	)		(5,322	)		(438,888	)
Net book amount		421,453		338,762			8,642			768,857
Three months ended 30 September 2019
Opening net book amount		421,453		338,762			8,642			768,857
Additions		-		100,544			340			100,884
Disposals		-		(51,901	)		-			(51,901	)
Amortization charge		-		(30,986	)		(1,201	)		(32,187	)
Closing book amount		421,453		356,419			7,781			785,653
At 30 September 2019
Cost		421,453		769,150			12,940			1,203,543
Accumulated amortization		-		(412,731	)		(5,159	)		(417,890	)
Net book amount		421,453		356,419			7,781			785,653

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

16 Intangible assets (continued)

Impairment tests for goodwill

Goodwill is not subject to amortization and is tested annually for impairment (normally at the end of the third fiscal quarter) or more frequently if events or changes in circumstances indicate a potential impairment. Management has considered the carrying amount of goodwill as of 30 September 2020 and concluded that, as there are no indicators of impairment, a detailed impairment test is not required. Having assessed the future anticipated cash flows, management believes that any reasonably possible changes in key assumptions would not result in an impairment of goodwill.

Significant estimates – fair value of registrations

The costs associated with the acquisition of players’ and key football management staff registrations include an estimate of the fair value of any contingent consideration. The estimate of the fair value of the contingent consideration payable requires management to assess the likelihood of specific performance conditions being met which would trigger the payment of the contingent consideration. This assessment is carried out on an individual basis. The maximum additional amount that could be payable as of 30 September 2020 is disclosed in note 29.1. The estimate over the probability of contingent consideration payable could impact the net book value of registrations and amortization recognized in the statement of profit or loss.

Other intangible assets

Other intangible assets include internally generated assets whose cost and accumulated amortization as of 30 September 2020 was £2,098,000 and £1,491,000 respectively (30 September 2019: £2,042,000 and £876,000 respectively).

17 Deferred tax

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

	30 September 2020 £’000			30 June 2020 £’000			30 September 2019 £’000
US deferred tax assets		(54,712	)		(58,362	)		(55,514	)
UK deferred tax liabilities		24,944			31,337			30,466
Net deferred tax asset		(29,768	)		(27,025	)		(25,048	)

The movements in the net deferred tax asset are as follows:

	30 September 2020 £’000			30 June 2020 £’000			30 September 2019 £’000
At the beginning of the period		(27,025	)		(26,550	)		(26,550	)
(Credited)/expensed to income statement (note 10)		(677	)		1,426			351
(Credited)/expensed to other comprehensive income (note 10)		(2,066	)		(1,901	)		1,151
At the end of the period		(29,768	)		(27,025	)		(25,048	)

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

17 Deferred tax (continued)

Significant estimates – recognition of deferred tax assets

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

18 Inventories

		30 September 2020 £’000				30 June 2020 £’000				30 September 2019 £’000
Finished goods			3,542				2,186				2,664

The cost of inventories recognized as an expense and included in operating expenses for the three months ended 30 September 2020 amounted to £1,329,000 (year ended 30 June 2020: £6,433,000; three months ended 30 September 2019: £2,822,000).

19 Trade receivables

	30 September 2020 £’000			30 June 2020 £’000			30 September 2019 £’000
Trade receivables		106,437			172,829			87,651
Less: provision for impairment of trade receivables		(11,617	)		(13,150	)		(9,686	)
Net trade receivables		94,820			159,769			77,965
Less: non-current portion
Trade receivables		25,078			43,694			41,905
Current trade receivables		69,742			115,985			36,060

Net trade receivables include transfer fees receivable from other football clubs of £46,832,000 (30 June 2020: £57,726,000; 30 September 2019: £63,676,000) of which £25,078,000 (30 June 2020: £43,694,000; 30 September 2019: £41,905,000) is receivable after more than one year. Net trade receivables also include £41,607,000 (30 June 2020: £91,968,000; 30 September 2019: £9,391,000) of deferred revenue that is contractually payable to the Group, but recorded in advance of the earnings process, with corresponding amounts recorded as contract liabilities - deferred revenue.

The fair value of net trade receivables as at 30 September 2020 was £96,663,000 (30 June 2020: £161,797,000; 30 September 2019: £81,268,000) before discounting of cash flows.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

20 Derivative financial instruments

	30 September 2020					30 June 2020					30 September 2019
	Assets		Liabilities			Assets		Liabilities			Assets		Liabilities
	£’000		£’000			£’000		£’000			£’000		£’000
Used for hedging:
Interest rate swaps		-		(8,219	)		-		(9,136	)		-		(3,760	)
Forward foreign exchange contracts		160		-			223		-			-		-
At fair value through profit or loss:
Embedded foreign exchange derivatives		19		-			150		-			324		-
Forward foreign exchange contracts		2,278		-			2,410		-			17		-
		2,457		(8,219	)		2,783		(9,136	)		341		(3,760	)
Less non-current portion:
Used for hedging:
Interest rate swaps		-		(8,219	)		-		(9,136	)		-		(3,760	)
At fair value through profit or loss:
Embedded foreign exchange derivatives		-		-			54		-			44		-
Forward foreign exchange contracts		693		-			1,555		-			-		-
Non-current derivative financial instruments		693		(8,219	)		1,609		(9,136	)		44		(3,760	)
Current derivative financial instruments		1,764		-			1,174		-			297		-

Fair value hierarchy

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

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

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

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

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

21 Cash and cash equivalents

		30 September 2020 £’000				30 June 2020 £’000				30 September 2019 £’000
Cash at bank and in hand			58,940				51,539				140,307

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

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

22	Share capital

	Number of shares (thousands)		Ordinary shares £’000
At 1 July 2019		164,571		53
Employee share-based compensation awards – issue of shares		2		-
At 30 September 2019		164,573		53
Employee share-based compensation awards – issue of shares		49		-
At 30 June 2020		164,622		53
Employee share-based compensation awards – issue of shares		-		-
At 30 September 2020		164,622		53

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

As of 30 September 2020, the Company’s issued share capital comprised 40,622,089 Class A ordinary shares and 124,000,000 Class B ordinary shares.

1,682,896 Class A ordinary shares are currently held in treasury. Distributable reserves have been reduced by £21,305,000, being the consideration paid for these shares. See note 23.

23 Treasury shares

	Number of shares (thousands)			£’000
At 1 July 2019 and 30 September 2019		-			-
Acquisition of shares		(1,683	)		(21,305	)
At 30 June 2020		(1,683	)		(21,305	)
Acquisition of shares		-			-
At 30 September 2020		(1,683	)		(21,305	)

Treasury shares are Class A ordinary shares of Manchester United plc that are held by Manchester United plc. The total cost includes after tax transaction costs of £41,000.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

24 Trade and other payables

	30 September 2020 £’000		30 June 2020 £’000		30 September 2019 £’000
Trade payables		145,870		155,983		111,726
Other payables		12,959		8,526		2,888
Accrued expenses		47,033		70,638		65,302
Social security and other taxes		39,589		32,268		23,571
		245,451		267,415		203,487
Less: non-current portion
Trade payables		55,514		50,065		30,420
Other payables		1,131		1,257		1,626
Non-current trade and other payables		56,645		51,322		32,046
Current trade and other payables		188,806		216,093		171,441

Trade payables include transfer fees and other associated costs in relation to the acquisition of players’ registrations of £141,078,000 (30 June 2020: £149,134,000; 30 September 2019: £106,003,000) of which £55,514,000 (30 June 2020: £50,065,000; 30 September 2019: £30,420,000) is due after more than one year. Of the amount due after more than one year, £39,091,000 (30 June 2020: £26,396,000; 30 September 2019: £14,284,000) is expected to be paid between 1 and 2 years, and the balance of £16,423,000 (30 June 2020: £23,669,000; 30 September 2019: £16,136,000) is expected to be paid between 2 and 5 years.

The fair value of trade payables as at 30 September 2020 was £149,299,000 (30 June 2020: £158,464,000; 30 September 2019: £114,355,000) before discounting of cash flows. The fair value of other payables is not materially different to their carrying amount.

The UK government has made available a range of business support measures during COVID-19. The Group has benefited directly from government assistance in the form of payment deferrals for VAT. The quarterly VAT payments totalling £15,474,000 for the periods ended 29 February 2020 and 31 May 2020, originally due 31 March 2020 and 30 June 2020 respectively, have been deferred until 31 March 2021.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

25 Borrowings

	30 September 2020 £’000		30 June 2020 £’000		30 September 2019 £’000
Senior secured notes		325,561		340,417		342,005
Secured term loan facility		171,731		179,593		180,432
Accrued interest on senior secured notes		2,214		5,605		2,363
		499,506		525,615		524,800
Less: non-current portion
Senior secured notes		325,561		340,417		342,005
Secured term loan facility		171,731		179,593		180,432
Non-current borrowings		497,292		520,010		522,437
Current borrowings		2,214		5,605		2,363

The senior secured notes of £325,561,000 (30 June 2020: £340,417,000; 30 September 2019: £342,005,000) is stated net of unamortized issue costs amounting to £2,953,000 (30 June 2020: £3,044,000; 30 September 2019: £3,327,000). The outstanding principal amount of the senior secured notes is $425,000,000 (30 June 2020: $425,000,000; 30 September 2019: $425,000,000). The senior secured notes have a fixed coupon rate of 3.79% per annum and interest is paid semi-annually. The senior secured notes mature on 25 June 2027.

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

The secured term loan facility of £171,731,000 (30 June 2020: £179,593,000; 30 September 2019: £180,432,000) is stated net of unamortized issue costs amounting to £2,189,000 (30 June 2020: £2,241,000; 30 September 2019: £2,392,000). The outstanding principal amount of the secured term loan facility is $225,000,000 (30 June 2020: $225,000,000; 30 September 2019: $225,000,000). The secured term loan facility attracts interest of US dollar LIBOR plus an applicable margin of between 1.25% and 1.75% per annum and interest is paid monthly. The remaining balance of the secured term loan facility is repayable on 6 August 2029, although the Group has the option to repay the secured term loan facility at any time before then.

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

The Group also has an undrawn committed revolving facility of up to £150,000,000 as at 30 September 2020. The facility terminates on 4 April 2025.

The Group has complied with all covenants under its revolving facility, the secured term loan facility and the note purchase agreement governing the senior secured notes during the 2020 and 2019 reporting period.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

26 Cash generated from/(used in) operations

	Three months ended 30 September
	2020 £’000			2019 £’000
(Loss)/profit before income tax		(27,075	)		2,529
Adjustments for:
Depreciation		3,786			3,642
Amortization		31,543			32,187
Loss/(profit) on disposal of intangible assets		12,595			(12,017	)
Net finance (income)/costs		(21	)		8,438
Non-cash employee benefit expense - equity-settled share-based payments		1,265			138
Foreign exchange losses/(gains) on operating activities		1,124			(373	)
Reclassified from hedging reserve		(526	)		2,854
Changes in working capital:
Inventories		(1,356	)		(534	)
Prepayments		(13,427	)		(2,352	)
Contract assets – accrued revenue		19,091			(401	)
Trade receivables		53,306			2,344
Other receivables		(199	)		(14,081	)
Contract liabilities – deferred revenue		2,120			10,131
Trade and other payables		(9,816	)		(37,111	)
Cash generated from/(used in) operations		72,410			(4,606	)

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

Pension arrangements

The Group participates in the Football League Pension and Life Assurance Scheme (‘the Scheme’). The Scheme is a funded multi-employer defined benefit scheme, with 92 participating employers, and where members may have periods of service attributable to several participating employers. The Group is unable to identify its share of the assets and liabilities of the Scheme and therefore accounts for its contributions as if they were paid to a defined contribution scheme. The Group has received confirmation that the assets and liabilities of the Scheme cannot be split between the participating employers. The Group is advised only of the additional contributions it is required to pay to make good the deficit. These contributions could increase in the future if one or more of the participating employers exits the Scheme.

The last triennial actuarial valuation of the Scheme was carried out at 31 August 2017 where the total deficit on the ongoing valuation basis was £30.4 million. The accrual of benefits ceased within the Scheme on 31 August 1999, therefore there are no contributions relating to current accrual. The Group pays monthly contributions based on a notional split of the total expenses and deficit contributions of the Scheme.

The Group currently pays total contributions of £506,000 per annum and this amount will increase by 5% per annum from September 2021. Based on the actuarial valuation assumptions, this will be sufficient to pay off the deficit by 31 October 2023.

As of 30 September 2020, the present value of the Group’s outstanding contributions (i.e. its future liability) is £1,626,000. This amounts to £495,000 (30 June 2020: £488,000; 30 September 2019: £467,000) due within one year and £1,131,000 (30 June 2020: £1,257,000; 30 September 2019: £1,626,000) due after more than one year and is included within other payables.

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

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

28 Financial risk management

28.1 Financial risk factors

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

The interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended 30 June 2020, as filed with the Securities and Exchange Commission on 23 October 2020, contained within the Company’s Annual Report on Form 20-F.

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

28.2 Hedging activities

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

The Group hedges the foreign exchange risk on contracted future US dollar revenues whenever possible using the Group’s US dollar net borrowings as the hedging instrument. The foreign exchange gains or losses arising on re-translation of the Group’s US dollar net borrowings used in the hedge are initially recognized in other comprehensive income, rather than being recognized in the statement of profit or loss immediately. Amounts previously recognized in other comprehensive income and accumulated in the hedging reserve are subsequently reclassified into the statement of profit or loss in the same accounting period, and within the same income statement line (i.e. commercial revenue), as the underlying future US dollar revenues, which given the varying lengths of the commercial revenue contracts will be between October 2019 to May 2024. The foreign exchange gains or losses arising on re-translation of the Group’s unhedged US dollar borrowings are recognized in the statement of profit or loss immediately (within net finance costs). The table below details the net borrowings being hedged at the reporting date:

	30 September 2020 $’000			30 June 2020 $’000			30 September 2019 $’000
USD borrowings		650,000			650,000			650,000
Hedged USD cash		(9,858	)		(3,025	)		(95,200	)
Net USD debt		640,142			646,975			554,800
Hedged future USD revenues⁽¹⁾		(60,742	)		(177,524	)		(202,889	)
Unhedged USD borrowings		579,400			469,451			351,911
Closing exchange rate		1.2937			1.2374			1.2307

⁽¹⁾ The hedged future revenues as at 30 June 2020 and 30 September 2019 include a forecast transaction to which hedge accounting was applied, which no longer meets the hedge accounting criteria due to a change in denomination of the contract currency.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

28 Financial risk management (continued)

28.2 Hedging activities (continued)

The Group hedges its cash flow interest rate risk where considered appropriate using interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. The effective portion of changes in the fair value of the interest rate swap is initially recognized in other comprehensive income, rather than being recognized in the statement of profit or loss immediately. Amounts previously recognized in other comprehensive income and accumulated in the hedging reserve are subsequently reclassified into the statement of profit or loss in the same accounting period, and within the same statement of profit or loss line (i.e. net finance costs), as the underlying interest payments, which given the term of the swap will be between October 2020 to June 2024. The following table details the interest rate swaps at the reporting date that are used to hedge borrowings:

30 September

2020

30 June
2020

30 September
2019

Principal value of loan outstanding ($‘000)

150,000

Rate received

1 month $ LIBOR

1 month $ LIBOR

Rate paid

Fixed 2.032%

Fixed 2.032%

Expiry date

30 June 2024

30 June 2024

As of 30 September 2020 the fair value of the above interest rate swaps was a liability of £8,219,000 (30 June 2020: liability of £9,136,000; 30 September 2019: liability of £3,760,000).

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

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

Contingent liabilities and contingent assets

29.1

Contingent liabilities

The Group had contingent liabilities at 30 September 2020 in respect of:

(i)

Transfer fees

Under the terms of certain contracts with other football clubs and agents in respect of player transfers, additional amounts, in excess of the amounts included in the cost of registrations, would be payable by the Group if certain substantive performance conditions are met. These excess amounts are only recognized within the cost of registrations when the Group considers that it is probable that the condition related to the payment will be achieved. The maximum additional amounts that could be payable is £83,755,000 (30 June 2020: £79,021,000; 30 September 2019: £57,778,000). No material adjustment was required to the amounts included in the cost of registrations during the period (2019: no material adjustments) and consequently there was no material impact on the amortization of registration charges in the statement of profit or loss (2019: no material impact). As of 30 September 2020, the potential amount payable by type of condition and category of player was:

	First team squad £’000		Other £’000		Total £’000
Type of condition:
MUFC appearances/team success/new contract		25,365		11,793		37,158
International appearances		11,711		45		11,756
Other		34,019		822		34,841
		71,095		12,660		83,755

(ii)

Tax matters

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

29.2

Contingent assets

(i)

Transfer fees

Under the terms of certain contracts with other football clubs in respect of player transfers, additional amounts would be payable to the Group if certain specific performance conditions are met. In accordance with the recognition criteria for contingent assets, such amounts are only disclosed by the Group when probable and recognized when virtually certain. As of 30 September 2020, the amount of such receipt considered to be probable was £1,816,000 (30 June 2020: £4,026,000; 30 September 2019: £711,000).

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

30 Commitments

30.1 Capital commitments

At 30 September 2020, the Group had contracted capital expenditure relating to property, plant and equipment amounting to £304,000 (30 June 2020: £972,000; 30 September 2019: £1,791,000) and to other intangible assets amounting to £1,033,000 (30 June 2020: £405,000; 30 September 2019: £nil). These amounts are not recognized as liabilities.

30.2 Non-cancellable operating leases

The Group leases various offices and equipment under non-cancellable operating lease agreements. The leases have varying terms and renewal rights. On renewal, the terms of the leases are renegotiated. The Group recognizes right-of-use assets for these leases, except for short-term and low value leases.

The Group also leases out its investment property.

Events occurring after the reporting period

31.1

Registrations

The playing registrations of certain footballers have been disposed of on a permanent or temporary basis, subsequent to 30 September 2020, for total proceeds, net of associated costs of £14,808,000. The associated net book value was £933,000. Also subsequent to 30 September 2020, solidarity contributions, sell-on fees and contingent consideration totalling £45,000, became receivable in respect of previous playing registration disposals.

Subsequent to 30 September 2020, the playing registrations of certain players were acquired or extended for a total consideration, including associated costs, of £51,155,000. Payments are due within the next 5 years.

31.2

Revolving facility

On 14 October 2020, Manchester United Football Club Limited, a wholly owned subsidiary of Manchester United plc, entered into a new revolving facility agreement of up to £50 million with an interest rate of LIBOR plus a fixed margin per annum. The new revolving facility agreement has a maturity date of 4 July 2025.

The obligations of Manchester United Football Club Limited under the new revolving facility agreement are guaranteed by Red Football Limited, Red Football Junior Limited, Manchester United Limited, MU Finance Limited and Manchester United Football Club Limited and secured against substantially all of the assets of those entities. The general covenants under the new revolving facility agreement are consistent with the existing revolving facilities agreement.

32 Related party transactions

Trusts and other entities controlled by six lineal descendants of Mr. Malcolm Glazer collectively own 7.75% of our issued and outstanding Class A ordinary shares and all of our issued and outstanding Class B ordinary shares, representing 97.19% of the voting power of our outstanding capital stock.

Manchester United plc

Notes to the interim consolidated financial statements – unaudited

(continued)

33 Subsidiaries

The following companies are the subsidiary undertakings of the Company as of 30 September 2020:

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

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

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