14 May
2024
MARSTON'S
PLC
("Marston's" or "the
Group")
RESULTS FOR THE 26
WEEKS ENDED 30 MARCH 2024
STRONG LIKE-FOR-LIKE SALES
GROWTH, +7.3%, AHEAD OF THE MARKET, DRIVING GOOD GROWTH IN PUB
OPERATING PROFIT, +22%, AND ENABLING CONTINUED REDUCTION OF
DEBT; ENCOURAGING OUTLOOK FOR H2
Marston's, a leading UK operator of 1,395 pubs, today
announces its Interim Results for the 26 weeks ended 30 March 2024
("H1" or "the period").
|
Underlying
|
Statutory
|
2024
|
2023
|
2024
|
2023
|
Total revenue
|
£428.1m
|
£407.0m
|
£428.1m
|
£407.0m
|
Pub operating profit
|
£52.7m
|
£43.1m
|
£51.8m
|
£43.1m
|
Net finance costs
|
£(52.9)m
|
£(48.9)m
|
£(78.7)m
|
£(83.4)m
|
Income/(loss) from
associates
|
£(0.6)m
|
£2.2m
|
£(16.6)m
|
£2.2m
|
Profit/(loss) before
Tax
|
£(0.8)m
|
£(3.6)m
|
£(43.5)m
|
£(38.1)m
|
Net profit/(loss)
|
£(0.6)m
|
£(2.9)m
|
£(36.6)m
|
£(28.8)m
|
Earnings/(loss) per share
|
(0.1)p
|
(0.5)p
|
(5.8)p
|
(4.5)p
|
Net cash inflow
|
-
|
-
|
£30.5m
|
£11.5m
|
NAV per share
|
-
|
-
|
£0.95
|
£0.98
|
Underlying pub operating
margin
|
12.3%
|
10.6%
|
-
|
-
|
Strong financial performance
·
Revenue up 5.2% to £428.1 million (H1 FY2023:
£407.0 million), with good momentum across food and drink sales and
like-for-like sales up 7.3%, outperforming the broader
market1
·
22% increase in underlying pub operating profit
to £52.7 million (H1 FY2023: £43.1 million)
·
Underlying pub operating margin of 12.3% (H1
FY2023: 10.6%), with good progress on cost efficiency programme,
despite inflationary environment
·
Underlying share of CMBC's profit/(loss): £(0.6)
million (H1 FY2023: £2.2 million), reflecting CMBC's
accelerated investment in
brands; the CMBC H1 FY2024 dividend received was £13.8 million
(H1 FY2023: £10.6 million)
·
Statutory loss before tax of £(43.5) million (H1
FY2023: £(38.1) million) is primarily a result of two non-cash
items: the increase in liabilities from interest rate swaps of
£25.8 million, together with a one-off charge of £16.0 million in
respect of CMBC's ale brand impairment and onerous contract
provision
Focus on cash generation, debt reduction and extension of
bank funding
·
Operating cash inflow of £90.9 million
(H1 FY2023: £69.9 million), with
net cash inflow following interest, capex and
disposals of £30.5 million (H1 FY2023:
£11.5 million)
·
Continued progress with debt reduction strategy:
net debt excluding IFRS 16 lease liabilities reduced by £24.5
million during H1 FY2024 to £1,160.9 million (FY2023: £1,185.4
million); debt reduction remains a key
focus
·
Successfully secured amendment, extension and
increase of banking facilities totalling £340 million
Ongoing operational improvement
·
Well-positioned to continue to capitalise on
consumer lifestyle changes with a predominantly freehold pub estate
and community focus with limited city centre exposure
·
Continued improvement in our Reputation score, up
to 787, from 766 at FY2023, as we continue to work to improve
quality and consistency across our pubs2
·
Operational efficiency initiatives progressing
well, reflected in positive margin growth
Current trading and outlook
·
Encouraging start to H2 with like-for-like sales
in the last six weeks +4.0% vs. last year, excluding the impact of
the additional May bank holiday last year like-for-like sales were
+5.3%
·
Continued progress on cost efficiency programme
and targeting margin improvement of at least 200bps over the
medium-term, with significant progress already made
·
As with prior years, the business will be
impacted by the seasonality of trade which typically sees the
majority of revenue, profit and cashflow generated in H2
Commenting, Justin Platt, CEO said:
"A positive H1, Marston's has delivered strong like-for-like
sales growth of +7.3% outperforming the market and achieving an
impressive 22% uplift in pub operating profit. We have managed
costs well and made further progress to reduce debt. This
performance is testament to the dedication and hard work of our
talented team, who constantly strive to delight our pub-loving
guests."
"The outlook for H2 is encouraging. With a number of 'must
not miss' major sporting events, our massively upgraded pub gardens
and much-loved food menus, we expect our pubs to be very popular
this summer."
"Reflecting on my first few months with Marston's, I am very
excited by the potential that lies ahead. The UK Pub Market offers
significant value-driving opportunities for those who can engage
and deliver for their guests. With our high-quality estate and
guest obsessed team we are well placed to capitalise and to deliver
consistent, reliable cashflows that will drive value for our
shareholders."
Analyst Presentation
Marston's PLC will be hosting an
analyst presentation on 14 May 2024. Attendance is by invitation
only. A recording of the presentation will be available on the
Marston's PLC website at https://www.marstonspubs.co.uk/investors/results-presentations/
following the event.
Notes
1. Month-on-month outperformance of
Peach Tracker in H1 FY2024.
2. Reputation Experience
Management, March 2024.
The Group uses a number of alternative performance measures
(APMs) to enable management and users of the financial statements
to better understand elements of financial performance in the
period. APMs are explained and reconciled in note 17 of the
financial statements.
ENQUIRIES:
Marston's PLC
Justin Platt, CEO
Hayleigh Lupino, CFO
|
Tel: 01902 329516
|
Instinctif Partners (Media Enquiries)
Justine Warren
Matthew Smallwood
Joe Quinlan
|
Tel: 020
7457 2010/2005
|
NOTES TO EDITORS
Marston's is a leading pub operator with an
estate of 1,395 pubs nationally, comprising managed, partnership
('franchised') and tenanted and leased pubs. Marston's employs
around 10,000 people. It also holds a 40% holding in Carlsberg
Marston's Brewing Company.
H1
2024 PERFORMANCE OVERVIEW
Performance in the first half of
2024 has been positive. Whilst the macroeconomic environment
remains challenging, our focus on community pubs, with minimal
exposure to the more volatile demand in city centre establishments,
continues to deliver successful results. The Group benefits from an
estate that is balanced across formats and locations, with
well-invested pubs, and is set for sustainable like-for-like growth
and shareholder value creation over the medium to long
term.
We remain focused on our strategic
priorities of driving enhanced guest satisfaction and team
engagement. The Group continued to improve
the quality and experience we provide across our sites which
delivered positive progress on our guest satisfaction measures,
with improvement in our Reputation score, up to 787, from 766 at
FY2023. We were also extremely proud to win Best Large Pub Company
Employer 2024, a testament to our ongoing effort to support and
motivate our team.
Trading
Revenue increased by 5.2% to
£428.1 million (H1 FY2023: £407.0 million). Retail sales in the Group's managed and partnership pubs rose
by 5.7% to £396.6 million (H1 FY2023:
£375.3 million)
and total outlet sales increased by 5.8%
to £411.0 million (H1 FY2023: £388.3
million). Like-for-like sales for the
period were up 7.3%, reflecting strong
trading over the festive period, with positive momentum in both
drink sales and food sales highlighting
the ongoing appeal of our business.
Underlying operating profit,
excluding income from associates, was up 22% to £52.7
million (H1 FY2023: £43.1 million) and the
underlying pub operating margin of 12.3% was 1.7% ahead of the
prior year (H1 FY2023: 10.6%). The success of initiatives to manage
price increases, product mix and drive enhanced efficiencies have
enabled us to deliver margin growth, despite persistent
inflationary pressures.
Underlying operating profit,
including income from associates, was £52.1 million (H1 FY2023:
£45.3 million), an increase of 15%. Underlying profit before tax
was a loss of £(0.8) million (H1 FY2023: loss of £(3.6)
million). Underlying profitability
continues to reflect the seasonality of trade, which typically sees
the majority of profit generated in H2. The statutory loss
before tax of £(43.5) million (H1 FY2023: £(38.1) million) is
primarily a result of two non-cash items, these are the increase in
liabilities from interest rate swaps of £25.8 million, together
with a one-off charge of £16.0 million in respect of CMBC's ale
brand impairment and onerous contract provision.
Net assets and property disposals
Net assets were £601.5 million (H1
FY2023: £620.1 million) with net asset value per share of £0.95 (H1
FY2023: £0.98).
In FY2024 we expect to dispose of
£50 million of non-core and unlicensed properties. Disposal
proceeds of £9.6 million have been realised in H1, which, overall,
achieved net book value. Since the end of H1, c.£16 million of
additional disposals have either sold or exchanged.
Carlsberg Marston's Brewing Company (CMBC)
Underlying income from associates
was a loss of £(0.6) million (H1 FY2023: £2.2 million), which is
the Group's share of the loss after tax generated by CMBC. The H1
result reflects CMBC's accelerated investment in 1664 following the brand rights
acquisition and further investment in Carlsberg.
The H1
dividend received was £13.8 million (H1
FY2023: £10.6 million).
Board
Justin Platt joined the Group as
Chief Executive Officer on 10 January 2024. Justin has over 30
years' experience in hospitality and consumer-facing businesses,
having spent the last 12 years at Merlin Entertainments; most
recently as Chief Strategy Officer and prior to that in a variety
of operational leadership roles. Justin's combination of
operational and strategic experience in multi-site leisure
businesses equips him well to lead Marston's through the next phase
of its development.
Effective from the 23 January
2024, Rachel Osborne joined the Board as an independent
Non-executive Director and Chair of the Audit Committee. Rachel
also joined the Nomination and Remuneration Committees, at the same
time.
As previously announced, William
Rucker is due to step down as Director and Chair of the Board, with
effect from 8 July 2024. A search for a successor is currently in
progress.
Dividend
The Board confirms that given its
priority to reduce the overall level of borrowing and the continued
macroeconomic uncertainty, no dividends will be paid in respect of
financial year 2024. The Board is cognisant of the importance of
dividends to shareholders and intends to keep potential future
dividends under review.
Outlook
The positive trading momentum
which characterised H1 has continued, with like-for-like sales in
our managed and partnership ('franchised') pubs +4.0% in the six
weeks since the period end. Excluding the impact of the additional
May bank holiday last year, like-for-like sales were +5.3%.
We have continued to invest in
further enhancing our estate, including our pub gardens and, with
major sporting events scheduled for H2, we are well positioned to
capitalise on these key trading opportunities. Similar to prior
years, the business will be affected by the seasonality of trade
which typically sees the majority of revenue, profit and cashflow
generated in the second half of the year.
As previously guided, the Group
continues to drive efficiencies and
remains confident of delivering at least £8 million of cost
efficiencies in-year. This will be principally achieved from
reduced energy and labour costs, as well as improving margins
through simplification. With our predominantly freehold estate, our
fixed energy costs and a significant proportion of our food and
drink costs secured for FY2024, this provides us with a high degree
of confidence going into H2.
Regarding interest costs, our
borrowings are largely long-dated and asset-backed. 93% of our
borrowings are hedged and therefore not at risk of changes in
interest rate movements that may occur during the year. The
refinancing will incur one-off transaction costs of c.£4
million.
We reiterate our previous commitment
to reduce net debt excluding IFRS 16 lease liabilities to below £1
billion by 2026.
H1
2024 BUSINESS UPDATE
Market dynamics
Amid macroeconomic challenges, pub
spending remains resilient, and is projected to grow steadily at
around 3% CAGR from 2023 to 2028.1 The post-pandemic
shift towards remote work has redirected leisure activities away
from city centres, benefiting community-centric pubs. Marston's is
strategically positioned to benefit from this growing market
opportunity.
Pubs remain integral to British
culture, offering unique social experiences. Social engagement has
surged post-pandemic, aligning with consumer preferences for
experiences over possessions and pub visits are a primary means of
fulfilling these fundamental aspects of connection. Pubs are
expected to sustain popularity across diverse demographics, but
success relies on tailoring offerings to local areas to foster
lasting loyalty. Those catering to more rural locations, with
higher disposable incomes, and those in areas where spending power
is likely to recover fastest from cost-of-living pressures, will
have a competitive edge in this respect.
Strong fundamentals
Marston's has strong business
fundamentals on which to build, including: a predominantly
community-based estate; freehold ownership; a balanced management
model between managed, partnership ('franchised') and traditional
tenanted and leased; along with positive cash
generation.
We are a pub company with a core
estate of c.90% community-based pubs. Operating in the mainstream
market, with a pub for every occasion, our approach means we are
well-hedged against changes in consumer trends. We target the sweet
spot of consumers with higher disposable incomes, looking to spend
more time in lower tempo social environments.
We have predominantly freehold
ownership of our pubs, with a related asset value of £2.1 billion.
This not only allows greater operational flexibility, but it also
provides more stability in terms of fixed costs, as the vast
majority of our estate is not subject to rent increases, or
renegotiation.
Marston's operates a diversified
ownership model, with 55% of our pubs being partnerships run by
entrepreneurs operating under an agreement that drives their
business forward. The remainder of our pubs are either managed
(30%) or tenanted and leased (15%). This approach allows us the
flexibility to match the right model with the right location and
licensee, ensuring sustained success.
We have a clear, cash generative
operating model, that will support our ongoing debt reduction
plans.
Operational delivery
Operationally, we remain focused
on driving guest satisfaction in a great environment served by
engaged and motivated teams, and we continue to be a business
driven by our data and insights.
We aim to delight our guests so
they visit our pubs time and time again and we remain focused on
our goal of achieving a Reputation score of 800+ for all of our
pubs. Over the last six months, our operational delivery has been
strong, with a further 101 pubs moving into the 800+ category,
demonstrating our ongoing commitment to improving our service and
guest satisfaction in a consistent manner.
We truly believe that people are
an integral part of pubs, and we want Marston's to be a great place
to work for our c.10,000 employees - happy, engaged teams deliver
great guest experiences. To achieve this, we set ourselves a target
of achieving a 'Your Voice' engagement score of 8 or more, and in
2023 achieved an average employee engagement score of 8.2, with
participation rates of 84%.
ESG and sustainability
Our ESG agenda is structured
around four core pillars where we believe we can make the biggest
impact: Planet, People, Product and Policy.
Highlights for the year so far
include:
· The
installation of Solar PV panels at our Pub Support Centre and, so
far, at six of our pubs to increase the mix of renewable energy and
reduce costs. Over H1 FY2024, this has contributed 23,056KWh
of solar power and saved 5,188kg of CO2
· Increasing the roll out of EV chargers within our estate with
437 EV chargers across over 190 of our pubs and five ultra-fast
charging hubs. Our charging network has been responsible for c.65+ million
miles travelled by electric vehicles, saving 12.5 million kg of CO2
- the equivalent of the average annual total mileage for 7,575
individuals
· Progress on our target to reduce food waste by saving over
15,000+ meals from waste in partnership with Too Good to Go, and
supporting charities like the Trussell Trust to help eradicate food
poverty
· Industry recognition of our People-powered approach winning
Best Large Pub Company Employer 2024 in the Publican Awards and
Best Workplace Mental Health Strategy 2024 at Hospitality's Mental
Health Heroes 2024, by Burnt Chef
Marston's future value drivers
Marston's is well-positioned to
capitalise on the opportunity ahead of it:
· We have strong
business fundamentals on which to build, and a focus on delivering
operational excellence and commitment to a sustainable
future;
· With our focus
on community-based pubs, we operate in a structurally growing area
of the market1, and are well-placed to take advantage of
changing dynamics with a focus on volume and revenue per
guest;
· Our
predominantly freehold estate provides operational flexibility and
certainty over fixed costs;
· We are focused
on driving cost efficiency improvements and margin
expansion;
· We have an
industry leading reputation and continue to focus on improving key
operational metrics; and
· Our positive
cash generation and streamlined debt profile, reducing debt to £1
billion, will further reinforce our financial stability.
Notes
1. Broader market growth of c. 3%
CAGR between 2023-2028, Mintel UK Pub Visiting
Report, Dec 2023
PERFORMANCE AND FINANCIAL REVIEW
Revenue
Revenue increased by 5.2% to
£428.1 million (H1 FY2023: £407.0 million) and like-for-like sales for the period were up 7.3%,
with strong momentum from drink and food
sales.
Retail sales in the Group's 1,186
managed and partnership pubs increased by 5.7% to £396.6
million (H1 2023: £375.3 million) and total outlet
sales increased by 5.8% to £411.0
million (H1 2023: £388.3
million).
Within our pub business we
operated 209 pubs under the traditional tenanted and leased model
generating revenues of £17.1 million (H1
2023: £18.7 million).
Accommodation sales were
consistently strong at £14.9 million (H1 2023: £15.0
million).
Profit
Underlying operating profit,
excluding income from associates, increased by 22% to £52.7 million
(H1 2023: £43.1 million) with an underlying pub operating margin of
12.3% (H1 2023: 10.6%). The significant increases reflect the
positive impact of our cost efficiency
programme and strong like-for-like sales. Underlying operating profit,
including income from associates was £52.1 million, (H1 2023: £45.3
million), which reflects the £(0.6)m share of CMBC's loss for the
period.
Underlying EBITDA, excluding
income from associates, increased by 15% to £75.5 million (H1 2023:
£65.9 million).
Underlying profit before tax was a
loss of £(0.8) million (H1 2023: loss of £(3.6) million). Profit
before tax was a loss of £(43.5) million (H1 2023: a loss of
£(38.1) million).
Non-underlying items
The difference between underlying
loss before tax and statutory loss before tax is
a net non-underlying charge of
£42.7 million, which includes a
£25.8 million net loss in respect of interest
rate swap movements, £12.5 million share of CMBC's brand impairment
(in respect of some of CMBC's ale brands), £3.5 million share of a
CMBC onerous contract provision (in respect of one specific
contract), £0.5 million of reorganisation, restructuring and
relocation costs (being the continuation of the £2.9 million
restructuring programme previously disclosed as non-underlying in
2023) and £0.4 million of additional costs from the change of
CEO.
Interest
Our borrowings are largely
long-dated and asset-backed. The
securitisation is in place until 2035 which provides financing
security and high visibility of future cash flows; this is of
particular importance in an environment where interest rates have
increased to curb inflation. The securitisation is fully hedged
until 2035. Other lease related borrowings are index linked, capped
and collared at 1% and
4%, providing protection against high
inflation. Of our £300 million bank facilities, £120 million is
hedged. Overall, we are 93% hedged, providing protection against
unknown changes in interest rate movements that
may occur during the year.
Share of associate - Carlsberg Marston's Brewing Company
(CMBC)
Included in our Group income
statement is underlying loss from associates of £(0.6) million (H1
2023: £2.2 million). The H1 underlying
share of associate reflects CMBC's
accelerated investment in 1664 following the
brand rights acquisition and further investment in Carlsberg
and is not expected to be reflective of full year
performance. The majority of profit is typically generated during
H2.
Loss from associates of £(16.6)
million (H1 2023: £2.2 million), which is the Group's share of the
statutory loss after tax generated by CMBC, includes two
non-underlying items: £12.5 million share
of CMBC's brand impairment (in respect of some of CMBC's ale
brands) and £3.5 million share of a CMBC onerous contract provision
(in respect of one specific contract). These items are one-off in
nature and are not expected to recur.
The Group also benefits from
dividends received from CMBC, as shown in our Group cash flow
statement. Dividends from associates of £13.8 million were received
(H1 2023: £10.6 million). Dividends in respect of CMBC's calendar
financial year are paid in September in year (for January - June)
and March the following year (for July - December).
The dividends are generated from CMBC's operating
cash flows, adjusted for working capital and other
movements.
Taxation
The estimated underlying tax rate
is 25% (H1 2023: 19.4%). This is in line with the statutory rate of
corporation tax of 25% for the year. The overall tax rate is 15.9%
for the period and the key driver for this overall rate reduction
is the post-tax share of loss from associates.
Earnings per share
Underlying earnings per share were
a loss of (0.1) pence per share (H1 2023: (0.5) pence loss per
share). Earnings per share were a loss of (5.8) pence per share (H1
2023: (4.5) pence loss per share).
Net assets
Net assets were £601.5 million
(2023: £640.1 million, H1 2023: £620.1 million) with net asset
value per share of £0.95 (H1 2023: £0.98). The decrease from FY2023
is primarily due to the increase in liabilities from interest rate
swaps together with a reduction in carrying value of the CMBC
investment driven by the CMBC ale brand impairment.
Capital expenditure and property
disposals
Capital expenditure was £21.7
million in the period (H1 2023: £40.9 million), with a focus on
deploying capital as efficiently as possible and maximising
returns. We expect that capital expenditure will not exceed £50
million in FY2024.
In FY2024 we expect to dispose of
£50 million of non-core and unlicensed properties. Proceeds of £9.6
million have been realised in relation to these disposals in H1,
which, overall, achieved net book value. Since the end of H1, c.£16
million of additional disposals have either sold or
exchanged.
Debt and financing
The Group remained focused on cash
management during the year to date. We continued to prioritise cash
preservation whilst maintaining an appropriate level of pub
investment.
The Group generated an operating
cash inflow of £90.9 million in the half year, significantly ahead
of last year (H1 2023: £69.9 million). Net interest costs including
bank fees were £48.3 million (H1 2023: £40.9 million), capital
expenditure was £21.7 million (H1 2023: £40.9 million) and
disposals proceeds received were £9.6 million (H1 2023: £23.4
million), resulting in a net cash inflow for the period of £30.5
million (H1 2023: £11.5 million).
Net debt, excluding IFRS 16 lease
liabilities, was £1,160.9 million, a reduction of £24.5 million
from last financial year (2023: £1,185.4 million). Total net debt
of £1,536.5 million (2023: £1,565.8 million) includes IFRS 16 lease
liabilities of £375.6 million (2023: £380.4 million).
We have successfully secured an
amendment and extension to our banking facility, which was due to
expire in January 2025. The revised £340 million of funding
comprises £300 million of bank facilities, maturing in July 2026,
and an additional £40 million bank facility with a maturity of up
to July 2026, drawings of which must be used to repay the existing
£40 million private placement that matures in January 2025. There
are one-off transaction costs of c.£4 million and the costs of the
facilities are variable: to be determined by the level of leverage
or drawings from time to time alongside changes in the SONIA rate.
£120 million of the facilities remains hedged.
The Group continues to have a
range of financing providing an appropriate level of flexibility
and liquidity. As at the end of H1 FY2024:
· £300 million
bank facility - at the period end £232.0 million was drawn
providing headroom of £68.0 million and non-securitised cash
balances of £11.1 million
· £40 million
private placement in place until January 2025
· Seasonal
overdraft of £5-£20 million, depending on dates - which was not
used at the period end
· Long-term
securitisation debt of approximately £581.1 million - at the period
close the £120 million securitisation liquidity facility was not
utilised
· Long-term other
lease related borrowings of £338.2 million
· £375.6 million
of IFRS 16 lease liabilities
The securitisation is fully hedged
to 2035. Other lease related borrowings are index-linked capped and
collared at 1% and 4%. There are £120 million of swaps against the
bank facilities: £60 million is fixed at 3.73% until 2031 and £60
million is fixed at 3.45% until 2029.
In summary, we have adequate cash
headroom in our bank facilities to provide operational liquidity.
Importantly, c.93% of our medium to long-term financing is hedged
thereby minimising exposure to movement in interest
rates.
Pensions
The balance on our final salary
scheme was a £11.4 million surplus at 30 March 2024 (£12.9 million
surplus at 30 September 2023). The change can primarily be
attributed to the increase in the benefit obligation resulting from
a reduction in the discount rate, partially offset by corresponding
increases in the invested asset values and the value of insured
pensioners during the period. The net annual deficit contribution
of c.£6 million is expected to cease at the end of
FY2024.
Dividend
The Board confirms that given its
priority to reduce the overall level of borrowing and the continued
macroeconomic uncertainty, no dividends will be paid in respect of
financial year 2024. The Board is cognisant of the importance of
dividends to shareholders and intends to keep potential future
dividends under review.
Going Concern
As part of the reporting process,
we are formally required to assess the extent to which our
forecasts and therefore our financing requirements may or may not
affect our going concern assumption in preparing the accounts. In
performing this assessment we have considered the Group's financial
position and exposure to principal risks, including the
cost-of-living crisis and inflationary pressure. The Group's
forecasts assume moderate sales price increases, operational costs
rising broadly in line with inflation, unless those costs are
known, or fixed, in which case the known cost has been used, and
increased borrowing costs in the short term, reducing to flat
towards the end of the period. The assessment takes into account
the newly revised banking facilities, which include a more
accommodating interest cover covenant. The conclusion of this
assessment was that the Directors are satisfied that the Group has
adequate liquidity and is not forecast to breach any covenants
within its banking group, private placement or securitisation in
its base case forecast.
The Group has analysed a downside
scenario, in which a lower level of sales are achieved compared to
the base case with similar cost assumptions to that of the base
case and variable costs flexing with the reduced volume. The result
of this downside scenario is that the Group would still have
sufficient liquidity to settle liabilities as they fall due and
headroom within its financial covenants throughout the going
concern review period.
The Group has also performed a
reverse stress test case, which analyses to what extent sales would
need to decrease in order to breach financial covenants, with
similar cost assumptions to that of the base case and variable
costs flexing with the reduced volume. This reverse stress test
shows that the Group could withstand a reduction in sales of over
10% from those assessed in the base case throughout the going
concern period. The Directors consider this scenario to be remote
as, other than when the business was closed during the pandemic, it
has never experienced sales declines to this level. Additionally,
the Group could take management actions within its control to
partially mitigate the financial impact.
Accordingly, the financial
statements have been prepared on the going concern basis with no
material uncertainty. Full details are included in Note
1.
Investment in CMBC
The balance sheet carrying value
of Marston's investment in CMBC has decreased during the period,
due to the share of CMBC's loss after tax, included in the Group's
income statement, and the dividend received, included in the
Group's cash flow statement.
Consistent with last year, we will
perform an annual formal impairment assessment as at year
end.
Key estimates and significant judgements
Under International Financial
Reporting Standards (IFRS) as adopted within the UK and in
accordance with the requirements of the Companies Act 2006, the
Group is required to make estimates and assumptions that affect the
application of policies and reported amounts. Estimates and
judgements are continually evaluated and are based on historical
experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates. The Group's key
assumptions and significant judgements are:
· Non-underlying
items - determination of items to be classified as
non-underlying
· Property, plant,
and equipment - valuation of effective freehold land and
buildings
· Retirement
benefits - actuarial assumptions in respect of the defined benefit
pension plan, which include discount rates, rates of increase in
pensions, inflation rates and life expectancies
· Financial instruments - valuation of derivative financial
instruments
· CMBC -
recoverable amount of the investment in associate estimated on a
value in use basis
Notes
Prior period was a 26-week period to 1 April 2023. The Group
uses a number of alternative performance measures (APMs) to enable
management and users of the financial statements to better
understand elements of financial performance in the period. APMs
are explained and reconciled in Note 17 of the financial
statements.
Responsibility Statement of the Directors in respect of the
Interim Results
The Directors confirm that these
condensed consolidated interim financial statements have been
prepared in accordance with IAS 34 'Interim Financial Reporting'
and that the interim management report includes a fair review of
the information required by DTR 4.2.7R and DTR 4.2.8R of the United
Kingdom Financial Conduct Authority, namely:
·
an indication of important events that have
occurred during the first six months of the financial year and
their impact on the condensed set of financial statements, and a
description of the principal risks and uncertainties for the
remaining six months of the financial year; and
·
material related party transactions in the first
six months of the financial year and any material changes in the
related party transactions described in the last Annual Report and
Accounts.
The Directors of Marston's PLC are
listed in the Marston's PLC Annual Report and Accounts for 30
September 2023. A list of current Directors is maintained on
the Marston's PLC website: www.marstonspubs.co.uk.
By order of the Board:
Justin Platt
Hayleigh Lupino
Chief Executive
Officer
Chief Financial Officer
14 May 2024
14 May
2024
GROUP CASH FLOW STATEMENT (UNAUDITED)
For the 26 weeks ended 30 March
2024
|
|
26 weeks
to
30 March
2024
|
26 weeks
to
1
April
2023
|
52 weeks
to
30
September
2023
|
|
Note
|
£m
|
£m
|
£m
|
Operating activities
|
|
|
|
|
Loss for the period
|
|
(36.6)
|
(28.8)
|
(9.3)
|
Taxation
|
|
(6.9)
|
(9.3)
|
(11.4)
|
Net finance costs
|
|
78.7
|
83.4
|
120.8
|
Depreciation and
amortisation
|
|
22.8
|
22.8
|
45.5
|
Working capital movement
|
|
6.0
|
2.9
|
(29.0)
|
Non-cash movements
|
|
17.1
|
(8.8)
|
12.3
|
(Decrease)/increase in provisions
and other non-current liabilities
|
|
(0.4)
|
0.5
|
(0.8)
|
Difference between defined benefit
pension contributions paid and amounts charged
|
|
(3.7)
|
(3.8)
|
(7.6)
|
Dividends from associates
|
|
13.8
|
10.6
|
21.6
|
Income tax
received/(paid)
|
|
0.1
|
0.4
|
(0.9)
|
Net
cash inflow from operating activities
|
|
90.9
|
69.9
|
141.2
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Interest received
|
|
0.8
|
1.2
|
1.8
|
Sale of property, plant and
equipment and assets held for sale
|
|
9.6
|
23.4
|
51.3
|
Purchase of property, plant and
equipment and intangible assets
|
|
(21.7)
|
(40.9)
|
(65.3)
|
Finance lease capital repayments
received
|
|
1.1
|
1.3
|
2.5
|
Net transfer to other cash
deposits
|
9
|
(0.1)
|
(0.1)
|
(0.1)
|
Net
cash outflow from investing activities
|
|
(10.3)
|
(15.1)
|
(9.8)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Interest paid
|
|
(50.2)
|
(43.3)
|
(93.1)
|
Arrangement costs of bank
facilities
|
|
-
|
(0.1)
|
(4.0)
|
Repayment of securitised
debt
|
|
(20.4)
|
(19.3)
|
(39.4)
|
Advance of bank
borrowings
|
|
3.0
|
2.0
|
14.0
|
Net repayment of capital element of
lease liabilities
|
|
(4.3)
|
(2.4)
|
(5.1)
|
Repayment of other
borrowings
|
|
(10.0)
|
-
|
(5.0)
|
Net
cash outflow from financing activities
|
|
(81.9)
|
(63.1)
|
(132.6)
|
Net
decrease in cash and cash equivalents
|
9
|
(1.3)
|
(8.3)
|
(1.2)
|
GROUP BALANCE SHEET (UNAUDITED)
As at 30 March 2024
|
|
|
30 March
2024
|
1
April
2023
|
30
September
2023
|
|
|
Note
|
£m
|
£m
|
£m
|
Non-current assets
|
|
|
|
|
|
Intangible assets
|
|
|
30.7
|
34.7
|
32.9
|
Property, plant and
equipment
|
|
8
|
2,053.4
|
2,118.5
|
2,064.8
|
Interests in associates
|
|
|
220.7
|
252.4
|
250.9
|
Other non-current assets
|
|
|
15.2
|
16.4
|
15.0
|
Deferred tax assets
|
|
|
7.7
|
1.2
|
0.9
|
Retirement benefit
surplus
|
|
|
11.4
|
19.3
|
12.9
|
Derivative financial
instruments
|
|
10
|
0.8
|
0.7
|
2.7
|
|
|
|
2,339.9
|
2,443.2
|
2,380.1
|
Current assets
|
|
|
|
|
|
Derivative financial
instruments
|
|
10
|
-
|
-
|
1.1
|
Inventories
|
|
|
14.7
|
15.5
|
14.9
|
Trade and other
receivables
|
|
|
29.6
|
28.3
|
26.9
|
Current tax assets
|
|
|
0.4
|
-
|
0.4
|
Other cash deposits
|
|
9
|
3.2
|
3.1
|
3.1
|
Cash and cash equivalents
|
|
9
|
25.2
|
19.4
|
26.5
|
|
|
|
73.1
|
66.3
|
72.9
|
Assets held for sale
|
|
|
1.4
|
1.7
|
1.4
|
|
|
|
74.5
|
68.0
|
74.3
|
Current liabilities
|
|
|
|
|
|
Borrowings*
|
|
9
|
(329.3)
|
(69.4)
|
(65.9)
|
Derivative financial
instruments
|
|
10
|
(1.4)
|
(1.7)
|
-
|
Trade and other payables
|
|
|
(177.9)
|
(212.9)
|
(170.4)
|
Current tax liabilities
|
|
|
-
|
(1.4)
|
-
|
Provisions for other liabilities and
charges
|
|
|
(1.0)
|
(1.6)
|
(1.4)
|
|
|
|
(509.6)
|
(287.0)
|
(237.7)
|
Non-current liabilities
|
|
|
|
|
|
Borrowings*
|
|
9
|
(1,235.6)
|
(1,539.6)
|
(1,529.5)
|
Derivative financial
instruments
|
|
10
|
(57.4)
|
(54.6)
|
(37.4)
|
Other non-current
liabilities
|
|
|
(7.7)
|
(6.7)
|
(7.1)
|
Provisions for other liabilities and
charges
|
|
|
(2.6)
|
(3.2)
|
(2.6)
|
|
|
|
(1,303.3)
|
(1,604.1)
|
(1,576.6)
|
Net
assets
|
|
|
601.5
|
620.1
|
640.1
|
Shareholders' equity
|
|
|
|
|
|
Equity share capital
|
|
|
48.7
|
48.7
|
48.7
|
Share premium account
|
|
|
334.0
|
334.0
|
334.0
|
Revaluation reserve
|
|
|
409.7
|
415.7
|
412.1
|
Capital redemption
reserve
|
|
|
6.8
|
6.8
|
6.8
|
Hedging reserve
|
|
|
(43.4)
|
(51.3)
|
(44.4)
|
Own shares
|
|
|
(110.5)
|
(110.8)
|
(110.6)
|
Retained earnings
|
|
|
(43.8)
|
(23.0)
|
(6.5)
|
Total equity
|
|
|
601.5
|
620.1
|
640.1
|
* Subsequent to the current period
end of 30 March 2024, the Group successfully secured an amendment
and extension of its bank facilities to the end of July 2026.
There was a period of less than 12 months outstanding on the
previous bank facilities as at the balance sheet date resulting in
a temporary reclassification of the bank borrowings from
non-current to current liabilities.
GROUP STATEMENT OF CHANGES IN EQUITY
(UNAUDITED)
For the 26 weeks ended 30 March
2024
|
|
Equity
share
capital
|
Share
premium
account
|
Revaluation
reserve
|
Capital
redemption
reserve
|
Hedging
reserve
|
Own
shares
|
Retained
earnings
|
Total
equity
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 October 2023
|
|
48.7
|
334.0
|
412.1
|
6.8
|
(44.4)
|
(110.6)
|
(6.5)
|
640.1
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(36.6)
|
(36.6)
|
Remeasurement of retirement
benefits
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(4.9)
|
(4.9)
|
Tax on remeasurement of retirement
benefits
|
|
-
|
-
|
-
|
-
|
-
|
-
|
0.4
|
0.4
|
Losses on cash flow hedges
|
|
-
|
-
|
-
|
-
|
(2.6)
|
-
|
-
|
(2.6)
|
Transfers to the income statement on
cash flow hedges
|
|
-
|
-
|
-
|
-
|
4.0
|
-
|
-
|
4.0
|
Tax on hedging reserve
movements
|
|
-
|
-
|
-
|
-
|
(0.4)
|
-
|
-
|
(0.4)
|
Other comprehensive income of
associates
|
|
-
|
-
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
Total comprehensive
income/(expense)
|
|
-
|
-
|
-
|
-
|
1.0
|
-
|
(40.9)
|
(39.9)
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
-
|
-
|
1.3
|
1.3
|
Sale of own shares
|
|
-
|
-
|
-
|
-
|
-
|
0.1
|
(0.1)
|
-
|
Transfer disposals to retained
earnings
|
|
-
|
-
|
(2.7)
|
-
|
-
|
-
|
2.7
|
-
|
Transfer tax to retained
earnings
|
|
-
|
-
|
0.3
|
-
|
-
|
-
|
(0.3)
|
-
|
Total transactions with
owners
|
|
-
|
-
|
(2.4)
|
-
|
-
|
0.1
|
3.6
|
1.3
|
At
30 March 2024
|
|
48.7
|
334.0
|
409.7
|
6.8
|
(43.4)
|
(110.5)
|
(43.8)
|
601.5
|
For the 26 weeks ended 1 April
2023
|
|
Equity
share
capital
|
Share
premium
account
|
Revaluation
reserve
|
Capital
redemption
reserve
|
Hedging
reserve
|
Own
shares
|
Retained
earnings
|
Total
equity
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 2 October 2022
|
|
48.7
|
334.0
|
417.1
|
6.8
|
(50.7)
|
(110.9)
|
3.1
|
648.1
|
Loss for the period
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(28.8)
|
(28.8)
|
Remeasurement of retirement
benefits
|
|
-
|
-
|
-
|
-
|
-
|
-
|
0.7
|
0.7
|
Tax on remeasurement of retirement
benefits
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.2)
|
(0.2)
|
Losses on cash flow hedges
|
|
-
|
-
|
-
|
-
|
(7.3)
|
-
|
-
|
(7.3)
|
Transfers to the income statement on
cash flow hedges
|
|
-
|
-
|
-
|
-
|
6.6
|
-
|
-
|
6.6
|
Tax on hedging reserve
movements
|
|
-
|
-
|
-
|
-
|
0.1
|
-
|
-
|
0.1
|
Other comprehensive income of
associates
|
|
-
|
-
|
-
|
-
|
-
|
-
|
0.4
|
0.4
|
Total comprehensive
expense
|
|
-
|
-
|
-
|
-
|
(0.6)
|
-
|
(27.9)
|
(28.5)
|
Share-based payments
|
|
-
|
-
|
-
|
-
|
-
|
-
|
0.4
|
0.4
|
Sale of own shares
|
|
-
|
-
|
-
|
-
|
-
|
0.1
|
(0.1)
|
-
|
Transfer disposals to retained
earnings
|
|
-
|
-
|
(1.5)
|
-
|
-
|
-
|
1.5
|
-
|
Transfer tax to retained
earnings
|
|
-
|
-
|
0.1
|
-
|
-
|
-
|
(0.1)
|
-
|
Changes in equity of
associates
|
|
-
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Total transactions with
owners
|
|
-
|
-
|
(1.4)
|
-
|
-
|
0.1
|
1.8
|
0.5
|
At 1
April 2023
|
|
48.7
|
334.0
|
415.7
|
6.8
|
(51.3)
|
(110.8)
|
(23.0)
|
620.1
|
NOTES
1
BASIS OF PREPARATION OF INTERIM FINANCIAL
INFORMATION
Marston's PLC (the 'Company') is a
company domiciled in the UK. The consolidated interim
financial information for the 26 weeks ended 30 March 2024
incorporates the financial statements of Marston's PLC and all of
its subsidiary undertakings (the 'Group'). The Group is
primarily an operator of pubs and bars across the UK.
This interim financial information
has been prepared in accordance with IAS 34 'Interim Financial
Reporting' in conformity with the requirements of the Companies Act
2006. The same accounting policies, presentation and methods
of computation are followed in the interim financial information as
applied in the Group's audited financial statements for the 52
weeks ended 30 September 2023 with the exception of new standards
and interpretations that were only applicable from the beginning of
the current financial year. The audited financial statements
for the 52 weeks ended 30 September 2023 contain details of the new
standards and interpretations now applicable to the Group. The
adoption of these standards and interpretations has had no material
impact on the interim financial information.
The financial information for the 52
weeks ended 30 September 2023 is extracted from the audited
accounts for that period, which have been delivered to the
Registrar of Companies. The Auditor's report was unqualified
and did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006. However,
the Auditor's report contained an emphasis
of matter relating to a material uncertainty that may cast
significant doubt on the Group's and Company's ability to continue
as a going concern.
The interim financial information
does not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006. The interim financial
information for the 26 weeks ended 30 March 2024 and the
comparatives to 1 April 2023 are unaudited.
The Group does not consider that any
standards or interpretations issued by the International Accounting
Standards Board, but not yet applicable, will have a significant
impact on the financial statements for the 52 weeks ending 28
September 2024.
Going concern
Subsequent to the current period end
of 30 March 2024, the Group successfully secured an amendment and
extension of its bank facility, which was due to expire in January
2025. The revised £340.0 million of funding comprises £300.0
million of bank facilities, maturing in July 2026, and an
additional £40.0 million bank facility with a maturity of up to
July 2026, drawings of which must be used to repay the existing
£40.0 million private placement debt facility that matures in
January 2025. £232.0 million of the
previous £300.0 million bank facility was drawn at 30 March 2024.
The Group's sources of funding also include its securitised
debt.
There are two covenants associated
with the Group's securitised debt. The FCF DSCR is a measure
of free cash flow to debt service for the group headed by Marston's
Pubs Parent Limited and the Net Worth is derived from the net
assets of that group of companies.
There are three covenants associated
with the amended Group's bank and private placement borrowings for
the non-securitised group of companies - Debt Cover, Interest Cover
and Liquidity. The Debt Cover covenant is a measure of net
borrowings to EBITDA, the Interest Cover covenant is a measure of
EBITDA to finance charges and the Liquidity covenant is a measure
of headroom on the Group's bank and private placement
borrowing.
The Directors have performed an
assessment of going concern over the period of 12 months from the
date of signing these interim financial statements, to assess the
adequacy of the Group's financial resources. In performing
their assessment, the Directors considered the Group's financial
position and exposure to principal risks, including the
cost-of-living crisis and inflationary pressure. The Group's
forecasts assume moderate sales price increases, operational costs
rising broadly in line with inflation, unless those costs are
known, or fixed, in which case the known cost has been used, and
increased borrowing costs in the short term, reducing to flat
towards the end of the period. The assessment takes into
account the newly revised banking facilities, which include a more
accommodating Interest Cover covenant.
The conclusion of this assessment was
that the Directors are satisfied that the Group has adequate
liquidity, is not forecast to breach any revised covenants within
its banking group, private placement or securitisation in its base
case forecast, and has sufficient resources to continue in
operational existence for a period of at least 12 months from the
date of approval of these interim financial
statements.
The Group has analysed a downside
scenario, in which a lower level of sales are achieved compared to
the base case forecast with similar cost assumptions to that of the
base case forecast and variable costs flexing with the reduced
volume. The result of this downside scenario is that the Group
would still have sufficient liquidity to settle liabilities as they
fall due and headroom within its revised financial covenants
throughout the going concern review period.
The Group has also performed a
reverse stress test case, which analyses to what extent sales would
need to decrease in order to breach revised financial covenants,
with similar cost assumptions to that of the base case forecast and
variable costs flexing with the reduced volume. This reverse stress
test shows that the Group could withstand a reduction in sales of
over 10% from those assessed in the base case throughout the going
concern period. The Directors consider this scenario to be remote
as, other than when the business was closed during the pandemic,
the Group has never experienced sales declines to this level.
Additionally, the Group could take management actions within the
Directors' control to partially mitigate the financial
impact.
Accordingly, the financial statements
have been prepared on the going concern basis.
2
SEGMENT REPORTING
The Group is considered to have one
operating segment under IFRS 8 'Operating Segments' and no
disclosures are presented. This is in line with the reporting
to the chief operating decision maker and the operational structure
of the business. The measure of profit or loss reviewed by
the chief operating decision maker is underlying1
profit/loss before tax.
3
REVENUE
|
30 March
2024
|
1
April
2023
|
Revenue
|
£m
|
£m
|
Outlet sales
|
411.0
|
388.3
|
Wholesale sales
|
13.1
|
14.0
|
Revenue from contracts with
customers
|
424.1
|
402.3
|
Rental income
|
4.0
|
4.7
|
Total revenue
|
428.1
|
407.0
|
4
NON-underlying1
items
In order to illustrate the
underlying1 trading performance of the Group,
presentation has been made of performance measures excluding those
items which it is considered would distort the comparability of the
Group's results.
Non-underlying1 items
are presented separately on the face of the income statement and
are defined as those items of income and expense which, because of
the materiality, nature and/or expected infrequency of the events
giving rise to them, merit separate presentation to enable users of
the financial statements to better understand elements of financial
performance in the period, so as to facilitate comparison with
future and prior periods. As management of the freehold and
leasehold property estate is an essential and significant area of
the business, the threshold for classification of property related
items as non-underlying1 is higher than other
items.
|
30 March
2024
|
1
April
2023
|
|
£m
|
£m
|
Non-underlying1 operating items
|
|
|
Reorganisation, restructuring and
relocation costs
|
0.5
|
-
|
Duplication costs
|
0.4
|
-
|
Non-underlying1 loss from
associates
|
16.0
|
-
|
|
16.9
|
-
|
Non-underlying1 non-operating
items
|
|
|
Interest rate swap
movements
|
25.8
|
34.5
|
|
25.8
|
34.5
|
Total non-underlying1 items
|
42.7
|
34.5
|
Reorganisation, restructuring and relocation
costs
During the prior period the Group
commenced the implementation of an operational programme to
simplify the business and drive efficiencies. The programme was
initiated towards the end of the prior financial year resulting in
costs being incurred in both the prior financial year and current
period. The costs identified are one-off headcount related
costs and this element of the programme is expected to be short
term in nature and non-recurring. The cost of implementing
this programme in the current period was £0.5 million (£2.9 million
of costs were incurred in the 26 weeks ended 30 September 2023).
Cumulatively, as at 30 March 2024 a cash cost of £3.4 million
has been incurred, which is considered material to the Group.
The reorganisation, restructuring and relocation costs have
been recorded within non-underlying1 items in the income
statement based on their materiality, nature and expected
infrequency.
Duplication costs
On 17 November 2023 Andrew Andrea
stepped down from his role as CEO of the Group and, following an
external process, Justin Platt was appointed as CEO from 10 January
2024. During the current period duplicated costs were
incurred as a result of the change in CEO which were unusual and
one-off for Marston's. The duplicated costs have been
recorded within non-underlying1 items in the income
statement based on their nature and expected
infrequency.
Non-underlying1 loss from
associates
The Group's associate, Carlsberg
Marston's Limited, recognised an impairment of £12.5 million during
the current period in relation to some of the ale brands that it
holds. The ale category has been severely impacted by the COVID-19
pandemic, secular trends, and the cost-of-living crisis, resulting
in long-term expectations specifically for the ale brands being
updated. There is no current expectation that further brand
impairments will be made. The brand impairment of £12.5
million is material in the context of the underlying1
loss from associates of £0.6 million. The resulting brand
impairment has been recorded within non-underlying1
items in the income statement based on its materiality, nature and
expected infrequency.
Carlsberg Marston's Limited also
recognised an onerous contract provision of £3.5 million during the
current period in relation to a specific porterage contract that it
holds. The significant cost inflation experienced from the
cost-of-living crisis, alongside the increases in distribution
costs over and above what was reasonably anticipated has led to an
acute and short-term (rather than business-as-usual) environment of
cost inflation which has required an onerous provision to be
recorded for this specific contract. The onerous contract provision
of £3.5 million is material in the context of the
underlying1 loss from associates of £0.6 million.
The resulting onerous contract provision has been recorded
within non-underlying1 items in the income statement
based on its materiality, nature and expected
infrequency.
4
NON-underlying1 items
(CONTINUED)
Interest rate swap movements
The Group's interest rate swaps are
revalued to fair value at each balance sheet date. For interest
rate swaps which were designated as part of a hedging relationship
a loss of £2.6 million (2023: £7.3 million) has been recognised in
the hedging reserve in respect of the effective portion of the fair
value movement and a credit of £0.2 million (2023: charge of £1.7
million) has been reclassified from the hedging reserve to
underlying1 finance costs in the income statement in
respect of the cash received (2023: paid) in the period. A gain of
£nil (2023: £0.3 million) in respect of the ineffective portion of
the fair value movement has been recognised within
non-underlying1 items in the income statement. An amount
representing the cash paid of £0.6 million (2023: £0.7 million) has
subsequently been transferred from non-underlying1 items
to underlying1 finance costs to ensure that
underlying1 finance costs reflect the resulting fixed
rate paid on the associated debt. As such there is an overall gain
of £0.6 million (2023: £1.0 million) recognised within
non-underlying1 items in the income statement based on
its materiality and nature. In addition, £4.2 million (2023: £4.9
million) of the balance remaining in the hedging reserve in respect
of discontinued cash flow hedges has been reclassified as a charge
to the income statement within non-underlying1 items
based on its materiality and nature.
For interest rate swaps which were
not designated as part of a hedging relationship a loss of £16.7
million (2023: £30.8 million) in respect of the fair value movement
has been recognised within non-underlying1 items in the
income statement. An amount representing the cash received of £5.5
million (2023: cash paid of £0.2 million) has subsequently been
transferred from non-underlying1 items to
underlying1 finance costs to ensure that
underlying1 finance costs reflect the resulting fixed
rate paid on the associated debt. As such there is an overall loss
of £22.2 million (2023: £30.6 million) recognised within
non-underlying1 items in the income statement based on
its materiality and nature, which is equal to the change in the
carrying value of the interest rate swaps in the period.
Impact of taxation
The current tax credit relating to
the above non-underlying1 items amounts to £0.1 million
(2023: £nil). The deferred tax credit relating to the above
non-underlying1 items amounts to £6.6 million (2023:
£8.6 million).
5
FINANCE COSTS AND INCOME
|
30 March
2024
|
1
April
2023
|
|
£m
|
£m
|
Finance costs
|
|
|
Bank borrowings
|
13.6
|
10.3
|
Securitised debt
|
16.9
|
16.5
|
Lease liabilities
|
9.6
|
9.7
|
Other lease related
borrowings
|
11.4
|
11.0
|
Other interest payable and similar
charges
|
2.0
|
2.0
|
Total finance costs
|
53.5
|
49.5
|
|
|
|
Finance income
|
|
|
Finance lease and other interest
receivable
|
(0.6)
|
(0.6)
|
Total finance income
|
(0.6)
|
(0.6)
|
|
|
|
Interest rate swap movements
|
|
|
Hedge ineffectiveness on cash flow
hedges (net of cash paid)
|
(0.6)
|
(1.0)
|
Change in carrying value of interest
rate swaps
|
22.2
|
30.6
|
Transfer of hedging reserve balance
in respect of discontinued hedges
|
4.2
|
4.9
|
|
25.8
|
34.5
|
|
|
|
Net
finance costs
|
78.7
|
83.4
|
6
TAXATION
The underlying taxation credit for
the 26 weeks ended 30 March 2024 has been calculated by applying an
estimate of the underlying effective tax rate for the 52 weeks
ending 28 September 2024 of 25.0% (26 weeks ended 1 April 2023:
19.4%).
|
30 March
2024
|
1
April
2023
|
|
£m
|
£m
|
Current tax
|
(0.1)
|
-
|
Deferred tax
|
(6.8)
|
(9.3)
|
|
(6.9)
|
(9.3)
|
The taxation credit includes a
current tax credit of £0.1 million (2023: £nil) and a deferred tax
credit of £6.6 million (2023: £8.6 million) relating to the tax on
non-underlying1 items.
7
EARNINGS PER ORDINARY SHARE
Basic loss per share is calculated
by dividing the loss attributable to equity shareholders by the
weighted average number of ordinary shares in issue during the
period, excluding treasury shares and those held on trust for
employee share schemes. Underlying1 loss per share
figures are presented to exclude the effect of
non-underlying1 items.
For diluted earnings per share, the
weighted average number of ordinary shares in issue is adjusted to
assume conversion of all dilutive potential ordinary shares.
These represent share options granted to employees where the
exercise price is less than the weighted average market price of
the Company's shares during the period.
In the current and prior period in
accordance with IAS 33 'Earnings per Share' the potential ordinary
shares were not dilutive as their inclusion would reduce the loss
per share for continuing operations.
|
30 March
2024
|
1 April
2023
|
|
Earnings
|
Per
share
amount
|
Earnings
|
Per
share
amount
|
|
£m
|
p
|
£m
|
p
|
Basic loss per share
|
(36.6)
|
(5.8)
|
(28.8)
|
(4.5)
|
Diluted loss per share
|
(36.6)
|
(5.8)
|
(28.8)
|
(4.5)
|
|
|
|
|
|
Underlying1 loss per share
figures
|
|
|
|
|
Basic underlying1 loss
per share
|
(0.6)
|
(0.1)
|
(2.9)
|
(0.5)
|
Diluted underlying1 loss
per share
|
(0.6)
|
(0.1)
|
(2.9)
|
(0.5)
|
|
30 March
2024
|
1
April
2023
|
|
m
|
m
|
Basic weighted average number of
shares
|
633.5
|
633.3
|
Dilutive potential ordinary
shares
|
-
|
-
|
Diluted weighted average number of
shares
|
633.5
|
633.3
|
8
PROPERTY, PLANT AND EQUIPMENT
|
£m
|
Net book amount at 1 October
2023
|
2,064.8
|
Additions
|
23.5
|
Net transfers to assets held for
sale and disposals
|
(14.8)
|
Depreciation, revaluation and other
movements
|
(20.1)
|
Net
book amount at 30 March 2024
|
2,053.4
|
|
£m
|
Net book amount at 2 October
2022
|
2,111.0
|
Additions
|
41.1
|
Net transfers to assets held for
sale and disposals
|
(13.2)
|
Depreciation, revaluation and other
movements
|
(20.4)
|
Net
book amount at 1 April 2023
|
2,118.5
|
9
NET DEBT
|
|
|
|
|
30 March
2024
|
30
September
2023
|
Analysis of net debt
|
|
|
|
|
£m
|
£m
|
Cash and cash equivalents
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
|
|
25.2
|
26.5
|
|
|
|
|
|
25.2
|
26.5
|
Financial assets
|
|
|
|
|
|
|
Other cash deposits
|
|
|
|
|
3.2
|
3.1
|
|
|
|
|
|
3.2
|
3.1
|
Debt due within one year
|
|
|
|
|
|
|
Bank borrowings*
|
|
|
|
|
(229.9)
|
2.6
|
Securitised debt
|
|
|
|
|
(42.3)
|
(41.1)
|
Lease liabilities
|
|
|
|
|
(17.6)
|
(17.8)
|
Other lease related
borrowings
|
|
|
|
|
0.5
|
0.4
|
Other borrowings*
|
|
|
|
|
(40.0)
|
(10.0)
|
|
|
|
|
|
(329.3)
|
(65.9)
|
Debt due after one year
|
|
|
|
|
|
|
Bank borrowings*
|
|
|
|
|
-
|
(228.2)
|
Securitised debt
|
|
|
|
|
(538.8)
|
(560.2)
|
Lease liabilities
|
|
|
|
|
(358.0)
|
(362.6)
|
Other lease related
borrowings
|
|
|
|
|
(338.7)
|
(338.4)
|
Other borrowings*
|
|
|
|
|
-
|
(40.0)
|
Preference shares
|
|
|
|
|
(0.1)
|
(0.1)
|
|
|
|
|
|
(1,235.6)
|
(1,529.5)
|
Net
debt
|
|
|
|
|
(1,536.5)
|
(1,565.8)
|
* Subsequent to the current period
end of 30 March 2024, the Group successfully secured an amendment
and extension of its bank facilities to the end of July 2026.
There was a period of less than 12 months outstanding on the
previous bank facilities as at the balance sheet date resulting in
a temporary reclassification of the bank borrowings from
non-current to current liabilities.
|
30 March
2024
|
30
September
2023
|
|
£m
|
£m
|
Net debt excluding lease
liabilities
|
(1,160.9)
|
(1,185.4)
|
Lease liabilities
|
(375.6)
|
(380.4)
|
Net
debt
|
(1,536.5)
|
(1,565.8)
|
Other cash deposits comprises
deposits securing letters of credit for reinsurance contracts.
Included within cash and cash equivalents is an amount of
£5.7 million (at 30 September 2023: £5.6 million), which relates to
collateral held in the form of cash deposits. These amounts
are considered to be restricted cash. In addition, any cash
held in connection with the securitised business is governed by
certain restrictions under the covenants associated with the
securitisation.
|
30 March
2024
|
1
April
2023
|
Reconciliation of net cash flow to movement in net
debt
|
£m
|
£m
|
Decrease in cash and cash
equivalents in the period
|
(1.3)
|
(8.3)
|
Increase in other cash
deposits
|
0.1
|
0.1
|
Cash outflow from movement in
debt
|
31.7
|
19.7
|
Net cash inflow
|
30.5
|
11.5
|
Non-cash movements and deferred
issue costs
|
(1.2)
|
(4.0)
|
Movement in net debt in the
period
|
29.3
|
7.5
|
Net debt at beginning of the
period
|
(1,565.8)
|
(1,594.0)
|
Net
debt at end of the period
|
(1,536.5)
|
(1,586.5)
|
10
FINANCIAL INSTRUMENTS
The only financial instruments which
the Group holds at fair value are derivative financial instruments,
which are classified as at fair value through profit or loss or
derivatives used for hedging.
Fair value hierarchy
IFRS 13 'Fair Value Measurement'
requires fair value measurements to be recognised using a fair
value hierarchy that reflects the significance of the inputs used
in the measurements, according to the following levels:
Level 1 - unadjusted quoted prices
in active markets for identical assets or liabilities.
Level 2 - inputs other than quoted
prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Level 3 - inputs for the asset or
liability that are not based on observable market data.
The tables below show the levels in
the fair value hierarchy within which fair value measurements have
been categorised:
|
30 March
2024
|
30
September 2023
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Assets as per the balance sheet
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Derivative financial
instruments
|
-
|
0.8
|
-
|
0.8
|
-
|
3.8
|
-
|
3.8
|
|
30 March
2024
|
30
September 2023
|
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Level
1
|
Level
2
|
Level
3
|
Total
|
Liabilities as per the balance sheet
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Derivative financial
instruments
|
-
|
58.8
|
-
|
58.8
|
-
|
37.4
|
-
|
37.4
|
There were no transfers between
Levels 1, 2 and 3 fair value measurements during the current or
prior period. The Level 2 fair values of derivative financial
instruments have been obtained using a market approach and reflect
the estimated amount the Group would expect to pay or receive on
termination of the instruments, adjusted for the Group's own credit
risk. The Group utilises valuations from counterparties who
use a variety of assumptions based on market conditions existing at
each balance sheet date. The fair values are highly sensitive
to the inputs to the valuations, such as discount rates, analysis
of credit risk and yield curves.
The fair values of all the Group's
other financial instruments are equal to their book values, with
the exception of borrowings. The carrying amount less
impairment provision of finance lease receivables, trade
receivables and other receivables, and the carrying amount of other
cash deposits, cash and cash equivalents, trade payables and other
payables, are assumed to approximate their fair values. The
carrying amount (excluding unamortised issue costs) and the fair
value of the Group's borrowings are as follows:
|
Carrying
amount
|
Fair
value
|
|
30 March
2024
|
30
September
2023
|
30 March
2024
|
30
September
2023
|
|
£m
|
£m
|
£m
|
£m
|
Bank borrowings
|
232.0
|
229.0
|
232.0
|
229.0
|
Securitised debt
|
583.4
|
603.8
|
506.3
|
520.8
|
Lease liabilities
|
375.6
|
380.4
|
375.6
|
380.4
|
Other lease related
borrowings
|
361.7
|
361.7
|
361.7
|
361.7
|
Other borrowings
|
40.0
|
50.0
|
40.0
|
50.0
|
Preference shares
|
0.1
|
0.1
|
0.1
|
0.1
|
|
1,592.8
|
1,625.0
|
1,515.7
|
1,542.0
|
11
SIGNIFICANT EVENTS AND TRANSACTIONS
Detail regarding significant events
and transactions that have taken place since 30 September 2023 is
provided outside of the interim financial
statements in the Performance and
Financial Review.
12
RELATED PARTY TRANSACTIONS
Details of related party
transactions with the Group's associate, Carlsberg Marston's
Limited, are as follows:
|
Transaction
amount
|
Balance outstanding
|
|
30 March
2024
|
1
April
2023
|
30 March
2024
|
30
September
2023
|
|
£m
|
£m
|
£m
|
£m
|
Purchase of goods
|
(85.1)
|
(86.9)
|
(27.6)
|
(29.4)
|
Dividends from associates
|
13.8
|
10.6
|
-
|
-
|
Receipt of cash on behalf of
associates
|
-
|
(1.2)
|
-
|
-
|
13
CAPITAL COMMITMENTS
Capital expenditure authorised and
committed at the period end but not provided for in this interim
financial information was £1.5 million (at 30 September 2023: £1.0
million).
14
SEASONALITY OF INTERIM OPERATIONS
The Group's financial results and
cash flows have historically been subject to seasonal trends
between the first and second half of the financial year.
Traditionally, the second half of the financial year sees
higher revenue and profitability, as a result of better weather
conditions.
There is no assurance that this
trend will continue in the future.
15
EVENTS AFTER THE BALANCE SHEET DATE
Subsequent to the current period end
of 30 March 2024, the Group successfully secured an amendment and
extension of its bank facility, which was due to expire in January
2025. The revised £340.0 million of funding comprises £300.0
million of bank facilities, maturing in July 2026, and an
additional £40.0 million bank facility with a maturity of up to
July 2026, drawings of which must be used to repay the existing
£40.0 million private placement debt facility that matures in
January 2025.
An interim dividend has not been
proposed for the current period. No interim dividend was paid
for the prior period.
16
PRINCIPAL RISKS AND UNCERTAINTIES
The Group set out on pages 43 to 50
of its 2023 Annual Report and Accounts the principal risks and
uncertainties that could impact its performance. These risks
and uncertainties were as follows:
Economic and political
The UK, as well as many countries,
is at risk of a recession, exacerbated by high energy costs and
global demand for commodities, which could be in short supply. A
recession could increase unemployment and further lower consumer
confidence. There is a risk that inflation remains high, and
interest rates continue to increase and remain high for a long
time.
Market and operational / guest sentiment
As economic factors make it more
expensive to go to the pub, guests become more sensitive to
experience not meeting expectation. Consistently maintaining
high standards becomes more critical to ensuring the Group's guests
return.
Failure to attract, train and
retain the best people can impact the Group's pubs' performance.
Recruitment remains competitive within a tight labour market and
wage inflation.
Disruption to key suppliers,
particularly those closely involved with the Group's day-to-day
activities, or a shortage of commodities could significantly impact
the Group's operations. There is an increased risk that the
Group's own prices become uncompetitive, thereby restricting the
opportunity to pass on future cost increases.
These factors could mean that the
Group's pubs fail to attract guests due to poor service or quality,
or do not keep up with changing preferences.
Liquidity
As consumers reduce spend in
response to higher prices, it is uncertain how this might impact
the Group's pubs. In similar circumstances in the past, pubs
have remained attractive and affordable however, this might not
always be the case.
Financial covenants, pension fund surplus, and accounting
controls
A breach of the covenants with the
Group's lenders could occur due to incorrect reporting of financial
results.
The pension surplus might also
decrease if investment yields fall.
Unauthorised transactions could be
a major risk along with accounting controls either failing or being
overridden.
ESG
Without a clear strategy on ESG the
Group could find in the future that it's forced to make changes to
comply with stakeholder expectation or government
legislation.
The reputation of the Group could be
damaged if its stance on ESG is not clearly communicated, or if it
cannot demonstrate what actions have been taken or targets set. The
perception of the Group could be tainted for guests, employees,
lenders and investors without a clearly communicated position on
ESG issues, backed up by actions and progress against
targets.
During the Group's transition to Net
Zero, higher energy prices might make it more difficult to source
renewable energy at a commercial price. This increases the risk
that the transition is delayed or becomes more costly.
Health & safety, food safety
Breaches of health and safety
regulations could attract media attention and potentially high
penalties. Public concern over allergens remains high. There
is a risk that information is collected incorrectly from the
Group's suppliers and/or misinterpreted for the Group's menu items.
There is the risk that a team member mis-advises a guest or serves
the wrong meal.
Increased regulation could increase
the complexity of the information to be provided to the public and
thereby increase the Group's cost of compliance.
Information technology
Threats to IT are both external and
internal and could result in a network outage, denial of service or
loss, theft or corruption of data. The risk extends to the
companies that the Group shares data with for processing or storage
on the Group's behalf.
Pandemic
Future restrictions on trade, as a
result of regulations imposed to reduce infection rates, and public
confidence in mixing socially in public places.
17
ALTERNATIVE PERFORMANCE MEASURES
(APMs)
In addition to statutory financial
measures, these interim results include financial measures that are
not defined or recognised under IFRS, all of which the Group
considers to be alternative performance measures (APMs). APMs
should not be regarded as a complete picture of the Group's
financial performance, which the Group presents within its total
results.
Definitions of APMs, along with the reconciliation of the APMs used
to the Group's strategy, remain unchanged from the 2023 Annual
Report and Accounts, commencing on page 154 of that
report.
Free cash flow (FCF) - including reconciliation to net cash
flow (NCF)
|
|
Interim financial information
reference
|
|
26 weeks to 30
March
2024
|
26 weeks
to
1
April
2023
|
52 weeks
to
30
September
2023
|
|
£m
|
£m
|
£m
|
Net cash inflow from operating
activities
|
Cash flow statement
|
|
90.9
|
69.9
|
141.2
|
Interest received
|
Cash flow statement
|
|
0.8
|
1.2
|
1.8
|
Interest paid
|
Cash flow statement
|
|
(50.2)
|
(43.3)
|
(93.1)
|
Arrangement costs of bank
facilities
|
Cash flow statement
|
|
-
|
(0.1)
|
(4.0)
|
Free cash flow
|
|
|
41.5
|
27.7
|
45.9
|
|
|
|
|
|
|
Finance lease capital repayments
received
|
Cash
flow statement
|
|
1.1
|
1.3
|
2.5
|
|
|
|
42.6
|
29.0
|
48.4
|
|
|
|
|
|
|
Purchase of property, plant and
equipment and intangible assets
|
Cash
flow statement
|
|
(21.7)
|
(40.9)
|
(65.3)
|
Sale of property, plant and equipment
and assets held for sale
|
Cash
flow statement
|
|
9.6
|
23.4
|
51.3
|
Net cash flow
|
|
|
30.5
|
11.5
|
34.4
|
|
|
|
|
|
|
Like-for-like (LFL) sales
|
|
Interim financial information
reference
|
|
26 weeks to 30
March
2024
|
26 weeks
to
1
April
2023
|
LFL
|
|
£m
|
£m
|
%
|
LFL retail sales
|
|
|
376.5
|
350.9
|
7.3
|
Non-LFL retail sales
|
|
|
20.1
|
24.4
|
|
Retail sales
|
|
|
396.6
|
375.3
|
|
Non-EPOS outlet sales
|
|
|
14.4
|
13.0
|
|
Outlet sales
|
Note 3
|
|
411.0
|
388.3
|
|
|
|
|
6 weeks to
11 May
2024
|
6 weeks
to
13
May
2023
|
LFL
|
|
£m
|
£m
|
%
|
LFL retail sales
|
|
|
95.3
|
91.6
|
4.0
|
Non-LFL retail sales
|
|
|
5.3
|
6.4
|
|
Retail sales
|
|
|
100.6
|
98.0
|
|
|
|
|
|
|
|
Net asset value (NAV) per share
|
|
|
|
|
|
|
Interim financial information
reference
|
|
30 March
2024
|
1
April
2023
|
30
September
2023
|
Net assets (£m)
|
Balance sheet
|
|
601.5
|
620.1
|
640.1
|
Number of shares outstanding
(m)
|
|
|
633.5
|
633.3
|
633.5
|
NAV per share (£)
|
|
|
0.95
|
0.98
|
1.01
|
|
|
|
|
|
|
Net cash flow (NCF)
|
|
Interim financial information
reference
|
|
26 weeks to 30 March
2024
|
26 weeks
to
1
April
2023
|
52 weeks
to 30 September 2023
|
|
£m
|
£m
|
£m
|
Decrease in cash and cash
equivalents in the period
|
Note 9
|
|
(1.3)
|
(8.3)
|
(1.2)
|
Increase in other cash
deposits
|
Note 9
|
|
0.1
|
0.1
|
0.1
|
Cash outflow from movement in
debt
|
Note 9
|
|
31.7
|
19.7
|
35.5
|
Net cash flow
|
|
|
30.5
|
11.5
|
34.4
|
|
|
|
|
|
|
17
ALTERNATIVE PERFORMANCE MEASURES
(APMs)
|
Net debt excluding lease liabilities
|
|
Interim financial information
reference
|
|
26 weeks
to
30 March
2024
|
26 weeks
to
1
April
2023
|
52 weeks
to
30
September
2023
|
|
£m
|
£m
|
£m
|
Decrease in cash and cash
equivalents in the period
|
Note 9
|
|
(1.3)
|
(8.3)
|
(1.2)
|
Increase in other cash
deposits
|
Note 9
|
|
0.1
|
0.1
|
0.1
|
Cash outflow from movement in debt
excluding lease liabilities
|
|
|
27.4
|
17.3
|
30.4
|
Net cash inflow excluding lease
liabilities
|
|
|
26.2
|
9.1
|
29.3
|
Non-cash movements and deferred
issue costs
|
|
|
(1.7)
|
3.0
|
1.5
|
Movement in net debt excluding lease
liabilities in the period
|
|
|
24.5
|
12.1
|
30.8
|
Net debt excluding lease liabilities
at beginning of the period
|
|
|
(1,185.4)
|
(1,216.2)
|
(1,216.2)
|
Net debt excluding lease liabilities
at end of the period
|
Note 9
|
|
(1,160.9)
|
(1,204.1)
|
(1,185.4)
|
|
|
|
|
|
|
Underlying earnings before interest, tax, depreciation, and
amortisation (Underlying EBITDA)
|
|
Interim financial information
reference
|
|
26 weeks to 30
March
2024
|
26 weeks
to
1
April
2023
|
52 weeks
to
30
September
2023
|
|
£m
|
£m
|
£m
|
Operating profit
|
Income statement
|
|
35.2
|
45.3
|
100.1
|
Non-underlying operating
items
|
Note 4
|
|
16.9
|
-
|
34.6
|
Depreciation and
amortisation
|
Cash flow statement
|
|
22.8
|
22.8
|
45.5
|
Underlying EBITDA including
loss/(income) from associates
|
|
|
74.9
|
68.1
|
180.2
|
Underlying loss/(income) from
associates
|
Income statement
|
|
0.6
|
(2.2)
|
(9.9)
|
Underlying EBITDA excluding
loss/(income) from associates
|
|
|
75.5
|
65.9
|
170.3
|
|
|
|
|
|
|
Underlying operating margin
|
|
Interim financial information
reference
|
|
26 weeks to 30
March
2024
|
26 weeks
to
1
April
2023
|
52 weeks
to
30
September
2023
|
|
£m
|
£m
|
£m
|
Operating profit
|
Income statement
|
|
35.2
|
45.3
|
100.1
|
Underlying loss/(income) from
associates
|
Income statement
|
|
0.6
|
(2.2)
|
(9.9)
|
Non-underlying operating
items
|
Note 4
|
|
16.9
|
-
|
34.6
|
Underlying operating profit
excluding loss/(income) from associates ('pub operating
profit')
|
|
|
52.7
|
43.1
|
124.8
|
Revenue
|
Income statement
|
|
428.1
|
407.0
|
872.3
|
Underlying operating
margin
|
|
|
12.3%
|
10.6%
|
14.3%
|
18
INTERIM RESULTS
The interim results were approved by
the Board on 14 May 2024.
19
COPIES
Copies of these results are
available on the Marston's PLC website (www.marstonspubs.co.uk)
and on request from the General Counsel & Company Secretary,
Marston's PLC, St Johns House, St Johns Square, Wolverhampton, WV2
4BH.