3
December 2024
MARSTON'S PLC
("Marston's" or "the
Group")
PRELIMINARY RESULTS FOR THE
52 WEEKS ENDED 28 SEPTEMBER 2024
LFL REVENUE GROWTH AHEAD OF
MARKET, SIGNIFICANT MARGIN EXPANSION AND RECURRING FREE CASH FLOW
GENERATION
Marston's, a leading local pub business with an estate of
1,339 pubs across the UK, today announces its Preliminary Results
for the 52 weeks ended 28 September 2024. The period under review
commenced on 1 October 2023.
|
Underlying
|
Statutory /
Total
|
|
FY2024
|
FY2023
|
Change
|
FY2024
|
FY2023
|
Change
|
Total revenue (£m)
|
898.6
|
872.3
|
3.0%
|
898.6
|
872.3
|
3.0%
|
EBITDA1 (£m)
|
192.5
|
170.3
|
13.0%
|
-
|
-
|
-
|
Pub operating profit (£m)
|
147.2
|
124.8
|
17.9%
|
151.7
|
90.2
|
68.2%
|
Profit before tax1 (£m)
|
42.1
|
25.6
|
64.5%
|
14.4
|
(30.6)
|
n/a
|
Total earnings per
share1
(pence)
|
5.2
|
3.5
|
48.6%
|
2.8
|
(3.0)
|
n/a
|
NAV per share (£)
|
-
|
-
|
-
|
1.03
|
1.01
|
2.0%
|
EBITDA margin1
(%)
|
21.4
|
19.5
|
190bps
|
-
|
-
|
-
|
Underlying operating
margin1
(%)
|
16.4
|
14.3
|
210bps
|
-
|
-
|
-
|
Recurring free cash flow
(£m)
|
-
|
-
|
-
|
43.6
|
(38.5)
|
n/a
|
Net debt excluding IFRS16
(£m)
|
-
|
-
|
-
|
883.7
|
1,185.4
|
25.5%
|
1 - Results from continuing
operations
Strong Financial
Performance
• Revenue up 3.0% to £898.6 million
(2023: £872.3 million) and LFL sales up 4.8%, consistently
outpacing the broader market, with growth in both food and drink
sales1
• Underlying pub
operating profit up 17.9% to £147.2 million (2023: £124.8
million) with strong topline performance and
operational efficiencies delivering improvement in underlying
profitability
• Underlying EBITDA margin increased to 21.4% (2023: 19.5%)
highlighting early success in strategic plan to drive margin
improvement
• Underlying operating margin improved over 200bps to 16.4%
(2023: 14.3%) driven by energy, property and simplification
efficiencies, delivering further cash upside
• Underlying profit before tax of £42.1 million (2023: £25.6
million), representing growth of 64.5%, and statutory profit before
tax of £14.4 million (2023: loss before tax of £(30.6)
million)
Positive Cash Flow and Debt
Reduction
•
Robust recurring free cash flow of £43.6 million
(2023: outflow of £(38.5) million), with operating cash inflow of
£207.4 million (2023: £141.2 million), supported by the proceeds
from Carlsberg Marston's Brewing Company
(CMBC) sale
•
Material reduction in net debt, excluding IFRS 16
lease liabilities, to £883.7 million, (reduction of £301.7 million (2023: £1,185.4 million)) driven by
proceeds from sale of stake in CMBC, robust levels of organic
recurring free cash flow generation and disposal proceeds from
non-core and unlicensed properties
•
Significant progress on debt
reduction has resulted in pre-IFRS 16 debt/EBITDA leverage ratio
reducing to 5.2x, from 8.0x in prior year
• Management
committed to a new capital allocation framework outlined at October
2024 Capital Markets Day (CMD)
Operational Update
• Sale of 40% stake in CMBC marks a defining moment for the
Group, creating a pure-play hospitality business wholly focused on
running and operating pubs, as well as significantly enhancing
financial and operational flexibility
•
The Group's guest Reputation score increased to
800 (2023: 766) driven by Marston's expertise in managing local
pubs, along with its strategic commitment to delivering exceptional
guest experiences and improving the consistency of its offering
across the estate
•
Pilot two-room pubs have demonstrated encouraging
results. The two-room format is designed to appeal to both family
diners and pub regulars, driving growth in consumer penetration and
will be the focus of our FY2025 rollout
Strategic Update
• At its CMD
in October, management presented the Group's refreshed strategy as
a leading pure-play hospitality business
• The strategy is
focused on building a high-margin, highly cash-generative local pub
company based on differentiated formats and a brand portfolio that
is naturally balanced to appeal across a broad range of consumer
segments
•
Delivery of the strategy is underpinned by five
key value drivers:
o Executing a market leading pub operating model
o Targeted investment to create five differentiated pub
formats
o Digital transformation
o Expansion of managed & partnership models
o Leveraging Marston's synergies in targeted
M&A
• Strong FY2024 financial performance and operational progress
highlights early success in embedding this strategy across the
business, setting firm foundations for the year ahead
Outlook
•
Positive current trading with
continued momentum and early progress in embedding strategy across
the business
• Like-for-like sales in the first six weeks grew by 3.9%
marking a strong start to the year and demonstrating continued
growth ahead of the market1
• Christmas
bookings are tracking ahead of last year, with many venues securing
high levels of reservations
• Autumn Budget on
30 October puts some additional pressure on costs, but the
overall package of measures is considered manageable in the context
of the Group's CMD targets
•
We remain very confident in the Group's outlook
and ability to drive efficiencies in its Operating Model
Justin Platt, CEO of Marston's
PLC, commented:
"2024 has been a defining year for Marston's as we
began an exciting new chapter as a leading pure-play
hospitality business. The sale of our stake in CMBC has been
transformational, enabling us to significantly reduce debt,
increase our flexibility and focus on what we do best: running
great local pubs.
"This single-minded focus, combined with our rejuvenated
strategy, is already showing in strong financial results. We've
delivered like-for-like sales growth ahead of the market,
significant margin improvements and robust cash flow, while current
trading is encouraging with Christmas bookings already
ahead of last year.
"Community-based pubs like ours play an essential role in UK
society, backed by our hardworking local teams who give our guests
great experiences every single day. All this gives Marston's a
superb foundation for sustainable, long-term growth, and fills us
with confidence for 2025 and beyond."
Results Call:
An analyst and investor
presentation will be held on 3 December 2024 at 10.30am UK time.
Participants need to register using the link below.
https://brrmedia.news/MARS_FY_24
Enquiries:
Marston's PLC
Justin Platt,
CEO
Tel: 01902 329516
Hayleigh Lupino,
CFO
Matthew Lee, Investor
Relations
matthew.lee@marstons.co.uk
Rebecca Jamieson, Investor
Relations
rebecca.jamieson@marstons.co.uk
Giles Robinson, Director of
Corporate Affairs
giles.robinson@marstons.co.uk
Sodali & Co (Media)
Ben Foster
Tel:
020 7250 1446
Russ Lynch
Oliver Banks
marstons@sodali.com
Notes
1 - CGA Peach Tracker.
Notes to Editors
Marston's PLC, listed on the
London Stock Exchange under the ticker MARS, is a leading local pub
business with an estate of 1,339 pubs nationally, comprising
managed, partnership ('franchised') and tenanted and leased pubs.
Marston's employs around 10,000 people. More information is
available at: https://www.marstonspubs.co.uk/.
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 the appendix to the financial statement.
CEO Statement
Reflecting on my first 11 months
at Marston's, I am really pleased with the significant
transformation we have already been able to achieve. With a
simplified and focused pub operating model, revitalised management
team, establishment of a clear set of value drivers, a stable
balance sheet with reducing leverage and new financial targets,
2024 has been a defining year for Marston's as we enter a new
chapter as a pure-play hospitality business. These changes are
sharpening our focus on delivering exceptional guest experiences
and setting the foundations for a reliable growth company. I am
excited about what lies ahead as we embed our refreshed strategy
across the business, delivering great shared experiences for our
guests and sustainable growth for our shareholders.
Market Dynamics
At the heart of Marston's is a
business focused on the market for socialising. Pubs, particularly
local pubs, continue to play a pivotal role in fulfilling the human
desire to connect in person. In the UK, pubs hold a unique position
as central hubs for social interaction - 88% of adults have visited
a pub in the past year, with a third visiting at least once a
month. The market also continues to grow; the UK pub market is
currently worth over £28 billion and is projected to grow to
approximately £33 billion by 2028. This highlights the enduring
importance of pubs in British society and their integral role in
our social fabric.
However, the way people use the
pub continues to evolve. Pubs are no longer just places for a
weekend night out and the market is no longer just about drinking;
it is about socialising. Increasingly, consumers are interested in
more relaxed, low tempo visits and as such, pubs now need to cater
to a wider range of occasions, from quick midweek meals and family
celebrations to casual gatherings and community meet-ups. In line
with this shift, the competitive landscape has also changed. Pubs
no longer compete with just each other, but with various other
formats for socialising - such as casual dining, restaurants, bars,
fast food, coffee shops and more.
This shift in consumer behaviour
presents an exciting opportunity for Marston's to tap into a broad
range of usage occasions. By their very nature, and given their
size, our pubs have scope to deliver on these multiple usage
occasions, particularly the increasing demand for low-tempo events
during the week. In addition, the accelerated shift of spending to
suburban areas brought on by the pandemic means that the local pub
continues to thrive, with community-based pubs like ours an
essential part of British life. The power of the local has only got
stronger in recent years and, as experts in running local pubs,
with 90% of our estate located in suburban areas, we are
well-placed to capitalise on this opportunity.
The pub market is evolving, but
Marston's is a business that excels at managing local pubs which
lie at the heart of the communities they serve. The key to our
success is in ensuring consistency across our operations and
scaling this across our estate, ensuring every guest has a great
and sociable time, whatever the occasion.
CMBC Sale
Marston's is now a pure-play
hospitality business. Our job is not just to own and run pubs but
to run them really well. The sale of our 40% stake in CMBC, which
completed in July, was a defining moment for the Group. We now
benefit from a predominantly freehold estate, with an asset value
of approximately £2.1 billion, and a simplified and focused pub
operating model that provides the foundation for growth. The sale
resulted in net proceeds of £202.6 million which supported a
reduction in net debt of over £300 million in FY2024, bringing us
well below our net debt target ahead of schedule, while
significantly enhancing our financial and operational flexibility.
The proceeds not only support our ongoing deleveraging efforts but
also put us in a stronger position to reinvest in the areas that
will drive our growth going forward. CMBC remains a valued
strategic partner to the business, and we continue to benefit from
our ongoing long-term brand distribution agreement with
them.
Shared Good Times
Changing pub market dynamics and
the CMBC sale have been instrumental in laying the foundations for
our new strategy which we announced to the market at our CMD in
October. This strategy is focused on building a high-margin, highly
cash-generative business, based on differentiated formats, and a
brand portfolio that is naturally balanced to appeal across a range
of consumer segments. It is a strategy that supports our company
purpose of Shared Good Times and will see us deliver on our
long-term target of becoming the UK's leading local pub company.
The delivery of this strategy will centre around five key value
drivers;
· Executing a
market-leading operating model
· Targeted
investment to create five differentiated pub formats
·
Digital transformation
·
Expansion of managed & partnership
models
·
Leveraging Marston's synergies in targeted
M&A
Fundamental to the implementation
of our strategy is the business executing its market-leading pub
operating model. This means a relentless focus on revenue growth,
cost efficiency and guest satisfaction - ensuring we strike the
right balance between the three. From a revenue perspective, we
need to give our guests a compelling reason to visit as well as an
environment that encourages them to stay longer. On costs, we are
committed to maintaining a lean cost structure, prioritising labour
productivity and disciplined overhead management. Finally, guest
satisfaction is perhaps most crucial. Providing guests with a great
experience ensures they return and, we know those pubs with the
highest guest satisfaction scores deliver higher year-on-year
revenue growth.
The most visible change to come
from our new strategy will be the creation of five distinct,
customer-focused pub formats: Locals, Local Sports, Adult Dining,
Family and Two-Room. These formats are designed to meet specific
customer preferences and cater to changing usage occasions, from
family meals and casual midweek catchups to watching the big game
with friends and celebratory gatherings. By clearly defining these
formats, we aim to create five unique propositions that will
provide us with a balanced pub portfolio and drive increased
customer penetration and footfall, thereby maximising the revenue
opportunity.
To support our strategy, we will
invest between 7% and 8% of annual revenue in the near-to-medium
term to enhance our estate. Approximately one-third will focus on
higher-return investment projects, such as the transformation of
venues to fit our five formats. Complementing this investment, we
will also leverage technology to strengthen the guest journey by
streamlining order and pay and utilising data-driven insights for
personalised marketing to drive an increase in revenue per guest.
Technology will also help optimise costs through improved labour
scheduling analytics and AI-driven stock management, enabling more
predictive and efficient operations. Marston's is a people-led
business, but there is undoubtedly a significant opportunity to
complement our person-to-person offering with
technology.
One of the great strengths of
Marston's is the balance between management models. Our managed and
partner pubs are flexible and well-suited to our new formats. The
partnership model, which Marston's pioneered in 2008, is popular
among licensees for fostering entrepreneurship with manageable
risk, while the managed estate will be critical in our format
rollout, whilst also supporting talent development for our partner
pipeline. This balanced approach is a key strength of the business
and something that will be supplemented further by targeted
acquisitions, which will be pursued over time to enhance our
portfolio with venues that align with our differentiated
formats.
Further information on each of the
value drivers can be found within our Annual Report and Accounts,
and in materials from our CMD, which are available on our Investor
Relations website. We look forward to sharing updates on our
progress as we begin to embed this strategy across the
business.
Financial Performance and Capital
Allocation
Our strong 2024 financial
performance already demonstrates that this new chapter for
Marston's as a focused pub business is well underway. While we
expect further momentum as we continue to embed our strategy across
the business, this year's results showcase some of the early
successes of our approach. Like-for-like sales growth of 4.8% was
driven by higher guest satisfaction and improved consistency across
our pubs, as reflected in our guest Reputation score, which
increased to 800, from 766 at the end of FY2023. Underlying EBITDA
grew by 13.0% to £192.5 million, while underlying pub operating
profit rose by 17.9% to £147.2 million, reflecting positive
revenue growth and continued efforts to optimise costs and enhance
operational efficiency. From continuing operations, our
underlying profit before tax was £42.1 million (2023: £25.6
million) and our statutory profit before tax was £14.4 million
(2023: loss of £(30.6) million).
The sale of our stake in CMBC
significantly bolstered our balance sheet, reducing net debt well
below our £1bn target, ahead of schedule, to £883.7 million
excluding IFRS 16 lease liabilities, a decrease of
over £300 million from FY2023. This deleveraging has
also provided greater financial flexibility and supports our
capital allocation priorities. As outlined at our CMD, our revised
capital allocation framework focuses on long-term organic growth,
further debt reduction, shareholder dividends, and targeted
M&A. While no dividend will be paid for FY2024, we recognise
its importance to our shareholders and intend to keep potential
future dividend payments under review.
Sustainably Operating the Business
This year, we made significant
strides on our ESG journey. We expanded our electric vehicle
charging network to over 445 chargers across 193 pubs, making us
one of the largest rapid charging networks of any UK hospitality
business. In addition, we remain committed to reducing waste. Our
food waste is down 30% and we are on track to meet our 50% by 2030
target. We are also proud to operate with zero waste to landfill
status.
As well as environmental progress,
we have remained focused on our People who are an integral part of
everything we do at Marston's. This year, we were pleased to win
the best large Pub Company Employer 2024 and the best Workplace
Mental Health Strategy 2024. We also continued to support social
mobility through employment opportunity programmes and were
recognised as winners of the PCA Tied Tenant Survey, as well as
achieving a gold award for the Armed Forces Employer Recognition
Scheme.
Outlook
Current trading has been
encouraging, with continued positive momentum carried over from the
summer. We have seen like-for-like sales growth of 3.9% in the
first six weeks of the financial year, with growth of 2.1% recorded
in the first eight weeks of FY2025. While recent weeks have been
affected by snow and storms, Christmas bookings are showing strong
demand, with many venues already experiencing high reservation
levels. This positions us well for a successful trading period
during December, as we look to capitalise on the busy festive
season.
Over the near-to-medium term, we
expect to deliver on the targets set out at our
CMD:
·
Revenue growth ahead of the
market1
·
EBITDA margin expansion of 200-300 basis points
beyond FY2024
·
Over £50 million recurring free cash
flow
·
>30% ROIC on investment focused
capex
The government's Autumn Budget,
announced on 30 October, introduced significant changes above
expectations to the National Living Wage, (NLW), National Minimum
Wage (NMW) and National Insurance contributions. Although this puts
some additional pressure on costs, the overall package of
measures is considered manageable in the context of the Group's CMD
targets. We are well-positioned to adapt and continue delivering
great experiences for our guests and remain very confident in our
outlook and our ability to drive efficiencies in our Operating
Model.
FY2024 has been a defining year
for Marston's, laying strong foundations for growth, and we will
continue to build on this momentum as we go through FY2025
embedding our strategy across the business and wider
estate.
1 - Market is forecast to grow at 3% CAGR, according to
Mintel.
Financial Review
Revenue
Revenue increased by 3% to £898.6
million (2023: £872.3 million), demonstrating the appeal of our
predominantly community-based estate. Our expertise in managing
local pubs, along with our strategic commitment to delivering
exceptional guest experiences and enhancing our Reputation score,
has supported this growth. Like-for-like sales were up 4.8% versus
FY2023, with like-for-like revenue growth
outpacing the market, and seeing growth in both food and drink
sales.
Total retail sales in the Group's
managed and partnership pubs for the 52-week period
increased by 3.6%
to £835.1 million (2023: £806.1
million). We
operated 157 pubs under the tenanted and leased model generating
revenues of £34.0 million (2023: £39.5 million). As outlined at our
CMD, it remains our intention to strategically expand our managed
and partnership models over the medium-term.
Accommodation sales were broadly
stable at £34.9 million (2023: £35.6 million), with continued
demand for UK staycations.
Profit
Underlying operating profit
from continuing operations increased by 17.9% to £147.2 million (2023: £124.8 million).
Underlying operating margins grew by over 200 basis points compared
to last year, from continued focus on driving efficiencies in
energy, simplification and labour costs resulting in an enhanced
margin of 16.4% (2023: 14.3%) and reflecting strong progress in our
strategic attempts to drive margin expansion. Total operating
profit from continuing operations was £151.7 million (2023: £90.2
million).
Underlying EBITDA from continuing
operations increased by 13.0% to £192.5 million (2023: £170.3
million). The EBITDA margin was 21.4%, marking a significant
increase on last year (2023:
19.5%).
Underlying profit before tax from
continuing operations increased to £42.1
million (2023: £25.6 million) and statutory profit before
tax from continuing operations
was £14.4 million (2023: loss before tax of
£(30.6) million), reflecting the impact of non-underlying
items.
The difference between underlying
profit before tax and profit before tax from continuing operations
is a net non-underlying charge of £27.7 million, the details of
which are set out below.
The statutory profit from
continuing operations was £17.5 million (2023: loss of £(19.2)
million). The statutory loss from both continuing and discontinued
operations was £(18.5) million (2023:
£(9.3) million).
Non-underlying items
There is a net non-underlying
charge of £27.7 million
before tax and £15.6 million after tax
from continuing operations.
The £27.7 million charge primarily
relates to a £32.2 million net loss in
respect of interest rate swap movements. This principally relates
to interest rate swaps the Group entered into to fix the interest
rate payable on the floating rate tranches of its securitised debt.
Other non-underlying items comprise £0.7 million of reorganisation,
restructuring and relocation costs and £0.5 million of additional
costs from the change in CEO, offset by £5.7 million of net
impairment reversals of freehold and leasehold property values
following the external estate valuation of the Group's effective
freehold properties and the impairment review of the Group's
leasehold properties undertaken during the year.
The tax credit relating to these
non-underlying items is £12.1 million.
There is a non-underlying charge
of £36.5 million from discontinued operations in respect of CMBC
which is detailed in the disposal of and share of associate section
below.
Taxation
The underlying tax charge was £9.0
million (2023: £3.5 million). This gives an underlying tax rate of
21.4%. The effective rate is lower than the standard rate of
corporation tax primarily due to additional amounts upon which tax
relief is available and a prior year tax credit.
The total tax credit was £3.1
million (2023: £11.4 million) on total profit before tax from
continuing operations of £14.4 million (2023: loss of £(30.6)
million), with a negative effective tax rate of (21.5)%. In
combination with the underlying items, the recognition of capital
losses, previously derecognised, arising from the upward
revaluation of land and buildings has resulted in the negative
effective tax rate.
Earnings per share
Total basic earnings per share on
continuing operations were 2.8 pence (2023: (3.0) pence loss per
share). Basic underlying earnings per share on continuing
operations were 5.2 pence per share (2023: 3.5 pence per
share).
Capital expenditure
Capital expenditure was £46.2
million in the year (2023: £65.3 million). Capital was
predominantly focused on maintenance of both the estate and
operational systems during the year. We expect that capital
expenditure will be around £60 million in 2025, as we move towards
the 7-8% of revenue target.
Property, net assets and disposals
The Group conducts an annual
external valuation of its properties, with all pubs inspected on a
rotating basis. Approximately one-third of the estate undergoes
physical inspection each year, while the remainder is subject to a
desktop valuation. In July 2024, Christie & Co carried out an
external valuation, the results of which are reflected in the full
year accounts.
The carrying value of the estate
remains at £2.1 billion (2023: £2.1 billion). Following the
valuation and a leasehold impairment review, on a like-for-like
basis there was an increase of approximately £57 million in
freehold and leasehold fair values for properties held as at the
revaluation date, along with a £5.7 million reversal of impairment
of freehold and leasehold properties in the income
statement.
Net assets increased to £654.8
million (2023: £640.1 million), with a net asset value per share of
£1.03 (2023: £1.01). During the year, the Group generated £46.9
million in net proceeds from non-core pub disposals, with a further
£4.0 million expected from transactions that were part of the
FY2024 strategic disposal programme and completed within the first
two months of FY2025. Disposal proceeds were in line with book
value.
Disposal of and share of associate - Carlsberg Marston's
Brewing Company (CMBC)
On 8 July 2024, the Group
announced the sale of its remaining non-core brewing assets to
create a business entirely focused on pubs, with a binding
agreement to sell the whole of its 40% interest in CMBC for £206.0
million, or £202.6 million net of transaction fees. The transaction
completed on 31 July 2024.
Following the Group's disposal of
its 40% share in the joint venture, income from associates has been
recognised in discontinued operations.
Impairment indicators on the
carrying value of the investment immediately prior to disposal were
identified, including the result of the net disposal proceeds being
less than the carrying value of the investment. The Group has
recognised an impairment to the carrying value of the investment
immediately prior to disposal of £8.0 million. The amount of
the impairment in this case is a judgemental matter due to the
circumstances at hand, including uncertainty over the future cash
flows of CMBC. As a result, the impairment has been disclosed
as a key source of estimation uncertainty. The remaining
difference between the newly impaired carrying value of the
investment and the net disposal proceeds represents a loss on
disposal of £11.9 million. Further details are provided in Note 5
of the financial statements.
The statutory result in
discontinued operations is a loss of £(36.0) million (2023: profit
of £9.9 million). Underlying income from associates is £0.5 million
(2023: £9.9 million). Non-underlying items include the two
non-underlying items disclosed in our H1 results, which have been
updated for tax differences, of £(14.0) million share of CMBC's ale
brand impairment and £(2.6) million share of a CMBC onerous
contract provision, which together with the underlying income from
associates are the Group's share of the statutory profit after tax
generated by CMBC. Other non-underlying items are the impairment to
the carrying value of the investment in associate prior to disposal
of £8.0 million and loss on disposals of £11.9 million.
Prior to the disposal, dividends
from associates of £13.8 million were received in the year (2023:
£21.6 million).
Pensions
The balance on our final salary
scheme was a £13.1 million surplus at 28 September 2024 (2023:
£12.9 million surplus). The net annual cash contribution of c.£6m
will not continue in FY2025 and onwards. The company will continue
to pay the administrative fees associated with the
scheme.
Dividends
As set out at the CMD, our capital
allocation framework is focused on delivering sustainable long-term
value for shareholders. Going forward, the Board will balance debt
reduction and strategic growth investments with the goal of
creating a more financially robust business that can ultimately
support shareholder returns. At present, there are restrictions on
the ability of the business to distribute dividends which arise as
a result of both the legal entity structure and securitisation
structure. Refinancing of our capital structure would provide
greater optionality in this respect and, whilst there is no
immediate action set to be taken, this remains under review.
Dividends form a core part of our capital allocation framework, and
whilst no dividend will be paid in respect of FY2024, the Board is
cognisant of the importance of dividends to
shareholders.
Cash flow
Cash flow was significantly
improved on the prior year with an operating cash inflow of £207.4
million (2023: £141.2 million). Excluding the CMBC dividend,
operating cash inflow was £193.6 million (2023: £119.6
million).
Net interest costs including bank
and swap termination fees were £103.8 million (2023: £92.8 million)
and capital expenditure was £46.2 million (2023: £65.3 million),
resulting in recurring free cash flow of £43.6 million (2023:
outflow of £(38.5) million). Recurring free cash flow in FY2024
benefitted from lower levels of capital expenditure and taxation
and going forward we continue to target recurring free cash flow of
over £50 million a year.
Taking into account disposals
proceeds received of £46.9 million (2023: £51.3 million), CMBC
dividend of £13.8 million (2023: £21.6 million) and disposal of 40%
interest in CMBC of £205.5 million (2023: £nil million), net cash
flow for the period was £309.8 million (2023: £34.4
million).
Debt and financing
Net debt, excluding IFRS 16 lease
liabilities, was £883.7 million, a reduction of £301.7 million
(2023: £1,185.4 million). Total net debt of £1,257.4 million (2023:
£1,565.8 million) includes IFRS 16 lease liabilities of £373.7
million (2023: £380.4 million).
The Group has made significant
progress in debt reduction during the year; pre-IFRS debt/EBITDA
leverage reduced to 5.2x (2023: 8.0x). Leverage including IFRS 16
reduced to 6.5x (2023: 9.2x).
During the year, we successfully
secured an amendment and extension to our banking facility, which
was due to expire in January 2025, and during our interim results
announced £340.0 million of funding. Following the disposal of our
40% share in CMBC, the net proceeds have been used to repay debt
and the bank facilities have been adjusted accordingly. The revised
bank facility is for £200.0 million, of which £35.0 million was
drawn at year-end, maturing in July 2026, with the potential to
extend beyond this.
There are one-off transaction
costs of £3.6 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. £60 million of
the facilities is hedged.
The Group's financing, providing
an appropriate level of flexibility and liquidity for the medium
term, comprises:
· £200.0
million bank facility to July 2026 - at the year-end £35.0 million
was drawn providing headroom of £165.0 million and non-securitised
cash balances of £11.5 million
· Seasonal
overdraft with a current limit of £5-£20 million depending on dates
- unused at the period end. The seasonal overdraft is expected to
reduce to £5-£10 million in the near future
· Long-term securitisation debt of £560.2 million - at the
period end none of the £120.0 million securitisation liquidity
facility was utilised
·
Long-term other lease-related borrowings of
£338.4 million
·
£373.7 million of IFRS 16 leases
The vast majority of our
borrowings are long-dated and asset-backed, including the
securitisation debt of £560.2 million, which has low interest rates
in the current environment and a payment structure that reduces
debt. The weighted average fixed interest rate payable by the Group
on its securitised debt at 28 September 2024 was 6.45%. The loan to
value of its debt, which is improving
year-on-year, is currently 50% for debt
excluding IFRS 16 lease liabilities and 49% for the securitisation
debt.
The securitisation is fully hedged
to 2035. Other lease-related borrowings are index-linked capped and
collared at 1% and 4%. There is now one £60 million
floating-to-fixed interest rate swap against the bank facility: £60
million is fixed at 3.45% until 2029. Reflecting the reduced level of our bank borrowings, we
exited another £60 million forward floating-to-fixed interest rate
swap in September 2024.
In summary, we have adequate cash
headroom in our bank facility to provide operational liquidity.
Importantly, c.100% of our medium to long-term financing is hedged,
with known or fixed costs thereby minimising any exposure to
interest rate movements.
Going concern
Having considered the Group's
forecast financial position and exposure to principal risks and
uncertainties, including cost and inflationary pressures, and
incorporating additional increases to employee related costs
following the Autumn Budget 2024, the Directors have a reasonable
expectation that the Group has adequate resources to continue to
operate within its borrowing facilities and covenants for a period
of at least 12 months from the date of signing the financial
statements. Accordingly, the financial statements have been
prepared on the going concern basis. Full details are included in
Note 1 of the financial statements.
Key estimates and significant judgements
Under IFRS the Group is required
to make estimates and assumptions that affect the application of
policies and reported amounts. Details are provided in Note 1 of
the financial statements.
Notes:
· Prior period was a 52-week
period to 30 September 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 the appendix to the
financial statements.
GROUP INCOME STATEMENT
For the 52 weeks ended 28 September
2024
|
|
2024
|
2023
(Restated)
|
|
|
Underlying1
£m
|
Non-
underlying1
£m
|
Total
£m
|
Underlying1
£m
|
Non-
underlying1
£m
|
Total
£m
|
Revenue
|
|
898.6
|
-
|
898.6
|
872.3
|
-
|
872.3
|
Net operating expenses
|
|
(751.4)
|
4.5
|
(746.9)
|
(747.5)
|
(34.6)
|
(782.1)
|
Operating profit/(loss)
|
|
147.2
|
4.5
|
151.7
|
124.8
|
(34.6)
|
90.2
|
Finance costs
|
|
(106.5)
|
-
|
(106.5)
|
(100.4)
|
-
|
(100.4)
|
Finance income
|
|
1.4
|
-
|
1.4
|
1.2
|
-
|
1.2
|
Interest rate swap
movements
|
|
-
|
(32.2)
|
(32.2)
|
-
|
(21.6)
|
(21.6)
|
Net finance costs
|
|
(105.1)
|
(32.2)
|
(137.3)
|
(99.2)
|
(21.6)
|
(120.8)
|
Profit/(loss) before taxation
|
|
42.1
|
(27.7)
|
14.4
|
25.6
|
(56.2)
|
(30.6)
|
Taxation
|
|
(9.0)
|
12.1
|
3.1
|
(3.5)
|
14.9
|
11.4
|
Profit/(loss) for the period from continuing
operations
|
|
33.1
|
(15.6)
|
17.5
|
22.1
|
(41.3)
|
(19.2)
|
Discontinued operations
|
|
|
|
|
|
|
|
Profit/(loss) for the period from
discontinued operations
|
|
0.5
|
(36.5)
|
(36.0)
|
9.9
|
-
|
9.9
|
Profit/(loss) for the period attributable to equity
shareholders
|
|
33.6
|
(52.1)
|
(18.5)
|
32.0
|
(41.3)
|
(9.3)
|
The results for the current period
reflect the 52 weeks ended 28 September 2024 and the results for
the prior period reflect the 52 weeks ended 30 September
2023.
Following the disposal of the
Group's 40% investment in Carlsberg Marston's Limited, the
comparative information for the 52 weeks ended 30 September 2023
has been restated to show discontinued operations separately from
continuing operations.
Earnings/(loss) per share:
|
|
2024
p
|
2023
(Restated)
p
|
Basic (loss)/earnings per
share
|
|
|
|
Total
|
|
(2.9)
|
(1.5)
|
Continuing
|
|
2.8
|
(3.0)
|
Discontinued
|
|
(5.7)
|
1.6
|
Basic underlying1
earnings per share
|
|
|
|
Total
|
|
5.3
|
5.1
|
Continuing
|
|
5.2
|
3.5
|
Discontinued
|
|
0.1
|
1.6
|
Diluted (loss)/earnings per
share
|
|
|
|
Total
|
|
(2.8)
|
(1.5)
|
Continuing
|
|
2.7
|
(3.0)
|
Discontinued
|
|
(5.5)
|
1.6
|
Diluted underlying1
earnings per share
|
|
|
|
Total
|
|
5.1
|
5.1
|
Continuing
|
|
5.0
|
3.5
|
Discontinued
|
|
0.1
|
1.6
|
1 Alternative performance measures (APMs) are defined and
reconciled to a statutory equivalent in the APM section of these
Preliminary Results.
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the 52 weeks ended 28 September
2024
|
|
|
2024
£m
|
2023
£m
|
Loss for the period
|
|
(18.5)
|
(9.3)
|
Items of other comprehensive income that may subsequently be
reclassified to profit or loss
|
|
|
|
Losses arising on cash flow
hedges
|
|
(2.8)
|
(3.0)
|
Transfers to the income statement on
cash flow hedges
|
|
7.6
|
11.4
|
Other comprehensive (expense)/income
of associates relating to discontinued operations
|
|
(0.1)
|
0.8
|
Tax on items that may subsequently
be reclassified to profit or loss
|
|
(1.2)
|
(2.1)
|
|
|
3.5
|
7.1
|
Items of other comprehensive income that will not be
reclassified to profit or loss
|
|
|
|
Remeasurement of retirement
benefits
|
|
(6.9)
|
(9.2)
|
Unrealised surplus on revaluation of
properties
|
|
80.8
|
95.6
|
Reversal of past revaluation
surplus
|
|
(39.8)
|
(93.9)
|
Tax on items that will not be
reclassified to profit or loss
|
|
(8.1)
|
(0.2)
|
|
|
26.0
|
(7.7)
|
Other comprehensive income/(expense)
for the period
|
|
29.5
|
(0.6)
|
Total comprehensive income/(expense) for the period
attributable to equity shareholders
|
|
11.0
|
(9.9)
|
The results for the current period
reflect the 52 weeks ended 28 September 2024 and the results for
the prior period reflect the 52 weeks ended 30 September
2023.
GROUP CASH FLOW STATEMENT
For the 52 weeks ended 28 September
2024
|
|
2024
|
|
2023
(restated)
|
|
|
£m
|
|
£m
|
Operating activities
|
|
|
|
|
Loss for the period
|
|
(18.5)
|
|
(9.3)
|
Taxation
|
|
(3.1)
|
|
(11.4)
|
Net finance costs
|
|
137.3
|
|
120.8
|
Depreciation and
amortisation
|
|
45.3
|
|
45.5
|
Working capital movement
|
|
8.2
|
|
(29.0)
|
Non-cash movements
|
|
32.7
|
|
12.3
|
Decrease in provisions and other
non-current liabilities
|
|
(0.9)
|
|
(0.8)
|
Difference between defined benefit
pension contributions paid and amounts charged
|
|
(7.5)
|
|
(7.6)
|
Dividends from associates
|
|
13.8
|
|
21.6
|
Income tax
received/(paid)
|
|
0.1
|
|
(0.9)
|
Net
cash inflow from operating activities
|
|
207.4
|
|
141.2
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Interest received
|
|
1.7
|
|
1.8
|
Sale of property, plant and
equipment and assets held for sale
|
|
46.9
|
|
51.3
|
Purchase of property, plant and
equipment and intangible assets
|
|
(46.2)
|
|
(65.3)
|
Disposal of associate
|
|
205.5
|
|
-
|
Finance lease capital repayments
received
|
|
2.0
|
|
2.5
|
Net transfer from/(to) other cash
deposits
|
|
2.0
|
|
(0.1)
|
Net
cash inflow/(outflow) from investing activities
|
|
211.9
|
|
(9.8)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Interest paid
|
|
(101.9)
|
|
(93.1)
|
Arrangement costs of bank
facilities
|
|
(3.6)
|
|
(4.0)
|
Swap termination costs
|
|
(2.0)
|
|
-
|
Repayment of securitised
debt
|
|
(41.5)
|
|
(39.4)
|
Repayment of bank
borrowings
|
|
(419.0)
|
|
(151.0)
|
Advance of bank
borrowings
|
|
225.0
|
|
165.0
|
Net repayments of capital element of
lease liabilities
|
|
(8.4)
|
|
(5.1)
|
Repayment of other
borrowings
|
|
(50.0)
|
|
(5.0)
|
Net
cash outflow from financing activities
|
|
(401.4)
|
|
(132.6)
|
Net
increase/(decrease) in cash and cash equivalents
|
|
17.9
|
|
(1.2)
|
The cash flows for the current
period reflect the 52 weeks ended 28 September 2024 and the cash
flows for the prior period reflect the 52 weeks ended 30 September
2023.
Following the publication of the FRC
Thematic Review on 'Offsetting in the financial statements' in
September 2024, the Group has reassessed the classification of cash
flows arising from its bank borrowing facilities as presented in
the cash flow statement and has concluded that advance/(repayment)
of bank borrowings should be reported on a gross basis, where the
maturity periods were greater than three months. Prior year
information has been restated on an equivalent basis. The net
repayment of bank borrowings in the current period was £(194.0)
million (2023: advance of £14.0 million). The presentational
adjustment does not have any impact on net increase/(decrease) in
cash and cash equivalents, the balance sheet, the Group's profit,
or earnings per share in any of the periods presented.
GROUP BALANCE SHEET
As at 28 September 2024
|
|
|
|
28
September
2024
|
|
30
September
2023
|
|
|
|
|
£m
|
|
£m
|
Non-current assets
|
|
|
|
|
|
|
Intangible assets
|
|
|
|
29.3
|
|
32.9
|
Property, plant and
equipment
|
|
|
|
2,069.0
|
|
2,064.8
|
Interests in associates
|
|
|
|
-
|
|
250.9
|
Other non-current assets
|
|
|
|
14.4
|
|
15.0
|
Deferred tax assets
|
|
|
|
-
|
|
0.9
|
Retirement benefit
surplus
|
|
|
|
13.1
|
|
12.9
|
Derivative financial
instruments
|
|
|
|
0.4
|
|
2.7
|
|
|
|
|
2,126.2
|
|
2,380.1
|
Current assets
|
|
|
|
|
|
|
Derivative financial
instruments
|
|
|
|
-
|
|
1.1
|
Inventories
|
|
|
|
14.4
|
|
14.9
|
Trade and other
receivables
|
|
|
|
25.9
|
|
26.9
|
Current tax assets
|
|
|
|
-
|
|
0.4
|
Other cash deposits
|
|
|
|
1.1
|
|
3.1
|
Cash and cash equivalents
|
|
|
|
44.4
|
|
26.5
|
|
|
|
|
85.8
|
|
72.9
|
Assets held for sale
|
|
|
|
1.3
|
|
1.4
|
|
|
|
|
87.1
|
|
74.3
|
Current liabilities
|
|
|
|
|
|
|
Borrowings
|
|
|
|
(58.2)
|
|
(65.9)
|
Trade and other payables
|
|
|
|
(179.5)
|
|
(170.4)
|
Current tax liabilities
|
|
|
|
(2.8)
|
|
-
|
Provisions for other liabilities and
charges
|
|
|
|
(0.6)
|
|
(1.4)
|
|
|
|
|
(241.1)
|
|
(237.7)
|
Non-current liabilities
|
|
|
|
|
|
|
Borrowings
|
|
|
|
(1,244.7)
|
|
(1,529.5)
|
Derivative financial
instruments
|
|
|
|
(59.4)
|
|
(37.4)
|
Other non-current
liabilities
|
|
|
|
(8.3)
|
|
(7.1)
|
Provisions for other liabilities and
charges
|
|
|
|
(2.6)
|
|
(2.6)
|
Deferred tax liabilities
|
|
|
|
(2.4)
|
|
-
|
|
|
|
|
(1,317.4)
|
|
(1,576.6)
|
Net
assets
|
|
|
|
654.8
|
|
640.1
|
Shareholders' equity
|
|
|
|
|
|
|
Equity share capital
|
|
|
|
48.7
|
|
48.7
|
Share premium account
|
|
|
|
334.0
|
|
334.0
|
Revaluation reserve
|
|
|
|
431.6
|
|
412.1
|
Capital redemption
reserve
|
|
|
|
6.8
|
|
6.8
|
Hedging reserve
|
|
|
|
(40.8)
|
|
(44.4)
|
Own shares
|
|
|
|
(110.2)
|
|
(110.6)
|
Retained earnings
|
|
|
|
(15.3)
|
|
(6.5)
|
Total equity
|
|
|
|
654.8
|
|
640.1
|
GROUP STATEMENT OF CHANGES IN EQUITY
For the 52 weeks ended 28 September
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
|
-
|
-
|
-
|
-
|
-
|
-
|
(18.5)
|
(18.5)
|
Remeasurement of retirement
benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
(6.9)
|
(6.9)
|
Tax on remeasurement of
retirement
benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
1.7
|
1.7
|
Losses on cash flow
hedges
|
-
|
-
|
-
|
-
|
(2.8)
|
-
|
-
|
(2.8)
|
Transfers to the income statement
on
cash flow hedges
|
-
|
-
|
-
|
-
|
7.6
|
-
|
-
|
7.6
|
Tax on hedging reserve
movements
|
-
|
-
|
-
|
-
|
(1.2)
|
-
|
-
|
(1.2)
|
Other comprehensive expense
of
associates
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
Property revaluation
|
-
|
-
|
80.8
|
-
|
-
|
-
|
-
|
80.8
|
Property impairment
|
-
|
-
|
(39.8)
|
-
|
-
|
-
|
-
|
(39.8)
|
Deferred tax on properties
|
-
|
-
|
(9.8)
|
-
|
-
|
-
|
-
|
(9.8)
|
Total comprehensive
income/(expense)
|
-
|
-
|
31.2
|
-
|
3.6
|
-
|
(23.8)
|
11.0
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
2.0
|
2.0
|
Tax on share-based
payments
|
-
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Sale of own shares
|
-
|
-
|
-
|
-
|
-
|
0.4
|
(0.4)
|
-
|
Transfer disposals to retained
earnings
|
-
|
-
|
(13.8)
|
-
|
-
|
-
|
13.8
|
-
|
Transfer tax to retained
earnings
|
-
|
-
|
2.1
|
-
|
-
|
-
|
(2.1)
|
-
|
Changes in equity of
associates
|
-
|
-
|
-
|
-
|
-
|
-
|
1.6
|
1.6
|
Total transactions with
owners
|
-
|
-
|
(11.7)
|
-
|
-
|
0.4
|
15.0
|
3.7
|
At
28 September 2024
|
48.7
|
334.0
|
431.6
|
6.8
|
(40.8)
|
(110.2)
|
(15.3)
|
654.8
|
For the 52 weeks ended 30 September
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
|
-
|
-
|
-
|
-
|
-
|
-
|
(9.3)
|
(9.3)
|
Remeasurement of retirement
benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
(9.2)
|
(9.2)
|
Tax on remeasurement of
retirement
benefits
|
-
|
-
|
-
|
-
|
-
|
-
|
2.3
|
2.3
|
Losses on cash flow
hedges
|
-
|
-
|
-
|
-
|
(3.0)
|
-
|
-
|
(3.0)
|
Transfers to the income statement
on
cash flow hedges
|
-
|
-
|
-
|
-
|
11.4
|
-
|
-
|
11.4
|
Tax on hedging reserve
movements
|
-
|
-
|
-
|
-
|
(2.1)
|
-
|
-
|
(2.1)
|
Other comprehensive income
of
associates
|
-
|
-
|
-
|
-
|
-
|
-
|
0.8
|
0.8
|
Property revaluation
|
-
|
-
|
95.6
|
-
|
-
|
-
|
-
|
95.6
|
Property impairment
|
-
|
-
|
(93.9)
|
-
|
-
|
-
|
-
|
(93.9)
|
Deferred tax on properties
|
-
|
-
|
(2.5)
|
-
|
-
|
-
|
-
|
(2.5)
|
Total comprehensive
(expense)/income
|
-
|
-
|
(0.8)
|
-
|
6.3
|
-
|
(15.4)
|
(9.9)
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
0.4
|
0.4
|
Sale of own shares
|
-
|
-
|
-
|
-
|
-
|
0.3
|
(0.3)
|
-
|
Transfer disposals to retained
earnings
|
-
|
-
|
(5.0)
|
-
|
-
|
-
|
5.0
|
-
|
Transfer tax to retained
earnings
|
-
|
-
|
0.8
|
-
|
-
|
-
|
(0.8)
|
-
|
Changes in equity of
associates
|
-
|
-
|
-
|
-
|
-
|
-
|
1.5
|
1.5
|
Total transactions with
owners
|
-
|
-
|
(4.2)
|
-
|
-
|
0.3
|
5.8
|
1.9
|
At
30 September 2023
|
48.7
|
334.0
|
412.1
|
6.8
|
(44.4)
|
(110.6)
|
(6.5)
|
640.1
|
NOTES
For the 52 weeks ended 28 September
2024
1 Accounting
policies
The Group's principal accounting
policies are set out below:
Basis of preparation
These consolidated financial
statements for the 52 weeks ended 28 September 2024 (2023: 52 weeks
ended 30 September 2023) have been prepared in accordance with
UK-adopted International Accounting Standards in conformity with
the requirements of the Companies Act 2006. The financial
statements have been prepared under the historical cost convention
as modified by the revaluation of certain items, principally
effective freehold land and buildings, certain financial
instruments, retirement benefits and share-based payments, as
explained below.
The financial information contained
in this preliminary announcement does not constitute the Group's
statutory accounts within the meaning of section 434 of the
Companies Act 2006. The financial information has been extracted
from the statutory accounts of the Group for the 52 weeks ended 28
September 2024, which will be filed with the Registrar of Companies
in due course. The statutory accounts for the 52 weeks ended 30
September 2023 have been delivered to the Registrar of Companies.
The auditor has reported on those accounts; their reports were (i)
unqualified, (ii) for the 52 weeks ended 30 September 2023 included
reference to a matter to which the auditor drew attention by way of
emphasis without qualifying their report in respect of a material
uncertainty in respect of going concern, and (iii) did not contain
a statement under section 498 (2) or (3) of the Companies Act
2006.
Going concern
The Group's sources of funding
include its securitised debt, a £200.0 million bank facility
available until July 2026 (of which £35.0 million was drawn at 28
September 2024), and a £5.0 million seasonal overdraft facility
which extends to £20.0 million from 25 January to 6 May and 1 July
to 12 August each year, which is expected to reduce to £10.0
million in the near future (of which £nil was drawn at 28 September
2024).
There are two covenants associated
with the Group's securitised debt - free cash flow to debt service
coverage ratio (FCF DSCR) and Net Worth. The FCF DSCR is a measure
of free cash flow to debt service for the group headed by Marston's
Pubs Parent Limited and is required to be a minimum of 1.1 over
both a two-quarter and a four-quarter period, and the Net Worth is
derived from the net assets of that group of
companies.
There are two covenants associated
with the Group's bank facility for the non-securitised group of
companies - Debt Cover and Interest Cover. The Debt Cover
covenant is a measure of net borrowings to EBITDA which is a
maximum of 3.0 times. The Interest Cover covenant is a
measure of EBITDA to finance charges, which is a minimum of 1.5
times from 28 September 2024, rising on a stepped basis to 1.75
times from 28 June 2025 and 2.0 times from 28 March
2026.
The Directors have performed an
assessment of going concern over the period of 12 months from the
date of signing these 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 uncertain economic and
political outlook, with ongoing geopolitical conflicts and
uncertainties and inflationary pressures that have also been
impacted by the Autumn Budget 2024 measures, notably employment
cost increases.
The Group's base case forecast
assumes moderate sales price increases, operational costs (that
have not already been secured) rising broadly in line with
inflation together with continuing progress on the margin expansion
programme and incorporating additional increases to
employee-related costs following the Autumn Budget 2024, including
National Minimum and Living Wage and Employers' National Insurance.
On the Group's base case forecast, no covenants are forecast to be
breached within the next 12 months and the Group has adequate
liquidity throughout the going concern period.
Due to the uncertain economic and
political outlook and risk of further inflationary pressures, the
Directors have considered a downside scenario which models a small
decrease in sales compared to the prior year and additional costs
beyond those forecast in the base case in addition to the
incremental costs already incorporated as a result of the Autumn
Budget 2024, excluding any potential mitigating management actions
other than the reduction of discretionary employee reward
payments. On the Group's downside scenario, no covenants are
forecast to be breached within the next 12 months and the Group has
adequate liquidity throughout the going concern period.
The Directors have also considered a
reverse stress test, which analyses to what extent sales would need
to decrease in order to breach financial covenants. This
reverse stress test has determined that the Group could withstand a
reduction in sales of over 10% from those assessed in the base case
throughout the going concern period, excluding any mitigating
actions other than the removal of discretionary employee reward
payments, before headroom on the Interest Cover covenant only
becomes tight in the final quarter of the going concern period and
would be breached in the first quarter test after the going concern
period ends.
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.
Key estimates and significant judgements
Under IFRS 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 following are the critical
judgements, apart from those involving estimates (which are dealt
with separately below), that the Directors have made in the process
of applying the Group's accounting policies and that have had the
most significant effect on the amounts recognised in the financial
statements:
Non-underlying1 items
· Determination of items to be classified as
non-underlying1.
Discontinued operations
· Determination of income from associates representing a
separate major line of business resulting in the classification as
discontinued operations.
The following estimates and
assumptions have a significant risk of causing a material
adjustment to the carrying amount of assets and
liabilities:
Property, plant and equipment
· Valuation of effective freehold land and buildings.
Interests in associates
· Recoverable amount of the investment in Carlsberg Marston's
Limited immediately prior to its disposal.
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.
2 Segment
reporting
The Group is considered to have one
operating segment under IFRS 8 'Operating Segments' and therefore
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 for the total of
continuing and discontinued operations.
Geographical areas
All of the Group's revenue is
generated in the UK. All of the Group's material assets are
located in the UK.
3 NON-Underlying1
items
|
2024
|
2023
|
|
£m
|
£m
|
Non-underlying1 operating items from continuing operations
|
|
|
(Impairment reversal)/impairment of
freehold and leasehold properties
|
(5.7)
|
31.2
|
Special discretionary pension
increase
|
-
|
0.5
|
Reorganisation, restructuring and
relocation costs
|
0.7
|
2.9
|
Duplication costs
|
0.5
|
-
|
|
(4.5)
|
34.6
|
Non-underlying1 non-operating items from continuing
operations
|
|
|
Interest rate swap
movements
|
32.2
|
21.6
|
|
32.2
|
21.6
|
Total non- underlying1 items from continuing operations
|
27.7
|
56.2
|
Non-underlying1 items from discontinued operations
|
|
|
Non-underlying1 loss from
associates
|
16.6
|
-
|
Impairment of associate
|
8.0
|
-
|
Loss on disposal of
associate
|
11.9
|
-
|
|
36.5
|
-
|
Total non-underlying1 items
|
64.2
|
56.2
|
(Impairment reversal)/impairment of freehold and leasehold
properties
At 30 June 2024 the Group's
effective freehold properties were revalued by independent
chartered surveyors on an open market value basis. The Group
also undertook an impairment review of its leasehold properties in
the current and prior period.
The revaluation and impairment
adjustments in respect of the above were recognised in the
revaluation reserve or income statement as appropriate. The
amount recognised in the income statement comprises:
|
2024
|
2023
|
|
£m
|
£m
|
Impairment of property, plant and
equipment
|
37.4
|
70.9
|
Reversal of past impairment of
property, plant and equipment
|
(43.4)
|
(40.0)
|
Impairment of assets held for
sale
|
0.1
|
-
|
Valuation fees
|
0.2
|
0.3
|
|
(5.7)
|
31.2
|
Special discretionary pension increase
A past service cost of £0.5
million arose in the prior period as a result of a one-off, and
discretionary, increase to pensions in payment for members of the
Marston's PLC Pension and Life Assurance Scheme.
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 period resulting in costs
being incurred in both the prior and current periods. 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 £0.7 million (2023: £2.9 million).
Cumulatively, as at 28 September 2024 a cash cost of £3.6 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.
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 £2.8 million (2023: £3.0 million) has been
recognised in the hedging reserve in respect of the effective
portion of the fair value movement and a credit of £0.4 million
(2023: charge of £2.1 million) has been reclassified from the
hedging reserve to underlying1 finance costs in the
income statement in respect of the cash received/paid in the
period. A loss of £0.2 million (2023: £0.6 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 £1.2
million (2023: £1.4 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 £1.0 million (2023: gain of £0.8
million) recognised within non-underlying1 items in the
income statement based on its materiality and nature. In
addition, £8.0 million (2023: £9.3 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 £18.2
million (2023: £9.5 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
£7.0 million (2023: £3.6 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 £25.2 million (2023: £13.1
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 or up to the date of
termination/disposal.
Non-underlying1 loss from
associates
The Group's associate, Carlsberg
Marston's Limited, recognised an impairment (of which the Group's
share was £14.0 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. The brand impairment
of £14.0 million is material in the context of both the Group's
total results and the underlying1 income from associates
of £0.5 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 which the Group's
share was £2.6 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 £2.6 million is material in the
context of the underlying1 income from associates of
£0.5 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.
Impairment of associate and loss on disposal of
associate
On 31 July 2024, Marston's PLC
completed the sale of its remaining non-core brewing assets, being
its 40% interest in Carlsberg Marston's Limited ("CMBC"), to a
subsidiary of Carlsberg A/S for £206.0 million in cash, to create a
business entirely focused on pubs.
An impairment assessment over the
carrying value of the Group's investment in CMBC was performed
immediately prior to disposal on 31 July 2024. The result of the
impairment assessment was an impairment to the carrying value of
the Group's investment in CMBC of £8.0 million. The remaining
difference between the newly impaired carrying value of the
investment and the net disposal proceeds represents a loss on
disposal of £11.9 million.
These costs have been recorded
within non-underlying1 items in the income statement based on their
materiality, nature and expected infrequency.
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 £12.0 million (2023:
£14.9 million).
4 Taxation
|
2024
|
2023
|
Income statement
|
£m
|
£m
|
Current tax
|
|
|
Current period
|
4.6
|
0.1
|
Adjustments in respect of prior
periods
|
-
|
(0.3)
|
Credit in respect of tax on
non-underlying1 items
|
(0.1)
|
-
|
|
4.5
|
(0.2)
|
Deferred tax
|
|
|
Current period
|
5.2
|
5.5
|
Adjustments in respect of prior
periods
|
(0.8)
|
(1.8)
|
Credit in respect of tax on
non-underlying1 items
|
(12.0)
|
(14.9)
|
|
(7.6)
|
(11.2)
|
Taxation credit reported in the
income statement from continuing operations
|
(3.1)
|
(11.4)
|
|
2024
|
2023
|
Statement of comprehensive income
|
£m
|
£m
|
Remeasurement of retirement
benefits
|
(1.7)
|
(2.3)
|
Impairment and revaluation of
properties
|
9.8
|
2.5
|
Hedging reserve movements
|
1.2
|
2.1
|
Taxation charge reported in the
statement of comprehensive income
|
9.3
|
2.3
|
A taxation credit in relation to tax
on share-based payments of £0.1 million (2023: £nil) has been
recognised directly in equity.
The actual tax rate for the period
is lower (2023: higher) than the standard rate of corporation tax
of 25% (2023: 22%). The differences are explained
below:
|
2024
|
2023
(Restated)
|
Tax
reconciliation
|
£m
|
£m
|
Profit/(loss) before tax from
continuing operations
|
14.4
|
(30.6)
|
|
|
|
Profit/(loss) before tax multiplied
by the corporation tax rate of 25% (2023: 22%)
|
3.6
|
(6.8)
|
Effect of:
|
|
|
Adjustments in respect of prior
periods
|
(0.8)
|
(2.1)
|
Change in deferred tax asset not
recognised
|
(5.4)
|
1.0
|
Net deferred tax charge/(credit) in
respect of land and buildings
|
0.2
|
(1.2)
|
Costs not deductible for tax
purposes
|
0.1
|
0.1
|
Other amounts on which tax relief is
available
|
(0.8)
|
(1.2)
|
Difference between deferred and
current tax rates
|
-
|
(1.2)
|
Taxation credit for continuing
operations
|
(3.1)
|
(11.4)
|
The March 2021 Budget announced that
the main rate of corporation tax would change from 19% to 25% with
effect from 1 April 2023. This change was substantively
enacted on 24 May 2021. As such the Group's results for the
current period have been taxed at a rate of 25% and the results for
the prior period were taxed at a rate of 22%. This has
increased the Group's current tax charge accordingly. The
deferred tax assets and liabilities at 28 September 2024 have been
calculated at 25% (2023: 25%).
In December 2021, the Organisation
for Economic Co-operation and Development (OECD) published the
Pillar Two model rules to introduce a minimum global effective tax
rate of 15%, under their Inclusive Framework on Base Erosion and
Profit Shifting (BEPS).
UK legislation adopting the Pillar
Two rules was substantively enacted on 20 June 2023 and will apply
to the Group for the 52 weeks ended 27 September 2025 onwards.
Therefore, there is no impact on income taxes for the 52 weeks
ended 28 September 2024.
The Group continues to monitor and
assess the impact of the new rules and prepare for compliance for
the 52 weeks ended 27 September 2025 onwards. Based on the analysis
derived from data in respect of current and prior periods, the
Group's potential exposure to Pillar Two taxes is not expected to
be material.
The Group has applied the temporary
exception under IAS 12 'Income Taxes' in relation to the accounting
for deferred taxes arising from the implentation of the Pillar Two
rules.
5 DISCONTINUED
OPERATIONS
On 8 July 2024, the Group announced
the sale of its remaining non-core brewing assets, with a binding
agreement to sell the whole of its 40% interest in Carlsberg
Marston's Limited to a subsidiary of Carlsberg A/S for £206.0
million in cash. The transaction subsequently completed on 31 July
2024.
The Directors considered that
Carlsberg Marston's Limited constituted a separate major line of
business that had been disposed of and as a result met the criteria
to be classified as a discontinued operation. The interest in
Carlsberg Marston's Limited was not previously classified as held
for sale or within discontinued operations. As such the income
statement for the 52 weeks ended 30 September 2023 has been
restated to show discontinued operations separately from continuing
operations.
Results of discontinued operations
|
|
2024
|
2023
|
|
|
Underlying1
£m
|
Non-
underlying1
£m
|
Total
£m
|
Underlying1
£m
|
Non-
underlying1
£m
|
Total
£m
|
Revenue
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Net operating expenses
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Income/(loss) from
associates
|
|
0.5
|
(16.6)
|
(16.1)
|
9.9
|
-
|
9.9
|
Operating profit/(loss)
|
|
0.5
|
(16.6)
|
(16.1)
|
9.9
|
-
|
9.9
|
Net finance
(costs)/income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Profit/(loss) before taxation
|
|
0.5
|
(16.6)
|
(16.1)
|
9.9
|
-
|
9.9
|
Taxation
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Profit/(loss) for the period attributable to equity
shareholders
|
|
0.5
|
(16.6)
|
(16.1)
|
9.9
|
-
|
9.9
|
Impairment of investment in
associates
|
|
-
|
(8.0)
|
(8.0)
|
-
|
-
|
-
|
Loss on disposal of
associates
|
|
-
|
(11.9)
|
(11.9)
|
-
|
-
|
-
|
Profit/(loss) from discontinued operations
|
|
0.5
|
(36.5)
|
(36.0)
|
-
|
-
|
-
|
Non-underlying1 operating
items in the current period relate to an impairment in relation to
some of the ale brands and an onerous contract provision in
relation to a specific porterage contract held by Carlsberg
Marston's Limited.
Cash
flows from discontinued operations
|
|
2024
|
|
2023
|
|
|
£m
|
|
£m
|
Net cash inflow from operating
activities
|
|
13.8
|
|
21.6
|
Net cash inflow from investing
activities
|
|
205.5
|
|
-
|
Net cash inflow from financing
activities
|
|
-
|
|
-
|
Net
increase in cash and cash equivalents
|
|
219.3
|
|
21.6
|
A loss on disposal of £11.9 million
arose on the disposal of Carlsberg Marston's Limited, being the
difference between the net disposal proceeds and the carrying
amount of the investment in the associate of £214.5
million.
6 Earnings per ordinary
share
Basic earnings/(loss) per share are
calculated by dividing the profit/(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.
For diluted earnings/(loss) 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.
Underlying1
earnings/(loss) per share figures are presented to exclude the
effect of non-underlying1 items. The Directors consider that the supplementary
figures are a useful indicator of performance.
|
|
|
2024
|
2023
(Restated)
|
|
|
|
Earnings
|
Per
share
amount
|
Earnings
|
Per
share
amount
|
|
|
|
£m
|
p
|
£m
|
p
|
Basic (loss)/earnings per
share
|
|
|
|
|
|
|
Total
|
|
|
(18.5)
|
(2.9)
|
(9.3)
|
(1.5)
|
Continuing
|
|
|
17.5
|
2.8
|
(19.2)
|
(3.0)
|
Discontinued
|
|
|
(36.0)
|
(5.7)
|
9.9
|
1.6
|
Diluted (loss)/earnings per
share
|
|
|
|
|
|
|
Total
|
|
|
(18.5)
|
(2.8)
|
(9.3)
|
(1.5)
|
Continuing
|
|
|
17.5
|
2.7
|
(19.2)
|
(3.0)
|
Discontinued
|
|
|
(36.0)
|
(5.5)
|
9.9
|
1.6
|
|
|
|
|
|
|
|
Underlying1 earnings per share
figures
|
|
|
|
|
|
|
Basic underlying1
earnings per share
|
|
|
|
|
|
|
Total
|
|
|
33.6
|
5.3
|
32.0
|
5.1
|
Continuing
|
|
|
33.1
|
5.2
|
22.1
|
3.5
|
Discontinued
|
|
|
0.5
|
0.1
|
9.9
|
1.6
|
Diluted underlying1
earnings per share
|
|
|
|
|
|
|
Total
|
|
|
33.6
|
5.1
|
32.0
|
5.1
|
Continuing
|
|
|
33.1
|
5.0
|
22.1
|
3.5
|
Discontinued
|
|
|
0.5
|
0.1
|
9.9
|
1.6
|
|
2024
|
2023
|
|
m
|
m
|
Basic weighted average number of
shares
|
633.5
|
633.3
|
Dilutive potential ordinary
shares
|
23.0
|
-
|
Diluted weighted average number of
shares
|
656.5
|
633.3
|
In the 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
from continuing operations.
7 property, plant and
equipment
|
|
Effective
freehold
land
and
buildings
|
Leasehold
land
and
buildings
|
Fixtures,
fittings,
tools
and
equipment
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Cost or valuation
|
|
|
|
|
|
At 1 October 2023
|
|
1,645.1
|
434.4
|
280.1
|
2,359.6
|
Additions
|
|
17.2
|
10.7
|
22.5
|
50.4
|
Disposals
|
|
(44.7)
|
(15.1)
|
(26.4)
|
(86.2)
|
Net transfers to assets held for
sale
|
|
(1.2)
|
-
|
(0.1)
|
(1.3)
|
Revaluation
|
|
45.3
|
-
|
-
|
45.3
|
At
28 September 2024
|
|
1,661.7
|
430.0
|
276.1
|
2,367.8
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
At 1 October 2023
|
|
-
|
147.6
|
147.2
|
294.8
|
Charge for the period
|
|
-
|
13.8
|
26.2
|
40.0
|
Disposals
|
|
-
|
(10.7)
|
(23.6)
|
(34.3)
|
Impairment
|
|
-
|
(1.7)
|
-
|
(1.7)
|
At
28 September 2024
|
|
-
|
149.0
|
149.8
|
298.8
|
|
|
|
|
|
|
Net book amount at 30 September
2023
|
|
1,645.1
|
286.8
|
132.9
|
2,064.8
|
Net
book amount at 28 September 2024
|
|
1,661.7
|
281.0
|
126.3
|
2,069.0
|
|
|
Effective
freehold
land
and
buildings
|
Leasehold
land
and
buildings
|
Fixtures,
fittings,
tools
and
equipment
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Cost or valuation
|
|
|
|
|
|
At 2 October 2022
|
|
1,682.4
|
434.1
|
284.9
|
2,401.4
|
Additions
|
|
25.5
|
11.1
|
28.8
|
65.4
|
Disposals
|
|
(37.2)
|
(12.4)
|
(33.8)
|
(83.4)
|
Transfers between asset
classes
|
|
(1.6)
|
1.6
|
-
|
-
|
Net transfers from assets held for
sale
|
|
0.3
|
-
|
0.2
|
0.5
|
Revaluation
|
|
(24.3)
|
-
|
-
|
(24.3)
|
At 30 September 2023
|
|
1,645.1
|
434.4
|
280.1
|
2,359.6
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
At 2 October 2022
|
|
-
|
140.7
|
149.7
|
290.4
|
Charge for the period
|
|
-
|
14.0
|
26.5
|
40.5
|
Disposals
|
|
-
|
(11.6)
|
(29.5)
|
(41.1)
|
Net transfers from assets held for
sale
|
|
-
|
-
|
0.1
|
0.1
|
Impairment
|
|
-
|
4.5
|
0.4
|
4.9
|
At 30 September 2023
|
|
-
|
147.6
|
147.2
|
294.8
|
|
|
|
|
|
|
Net book amount at
1 October 2022
|
|
1,682.4
|
293.4
|
135.2
|
2,111.0
|
Net book amount at 30 September 2023
|
|
1,645.1
|
286.8
|
132.9
|
2,064.8
|
Revaluation/impairment
At 30 June 2024 independent
chartered surveyors revalued the Group's effective freehold
properties on an open market value basis. During the current
and prior period various assets were also reviewed for impairment
and/or material changes in value. These valuation adjustments
were recognised in the revaluation reserve or the income statement
as appropriate.
|
2024
|
2023
|
|
£m
|
£m
|
Income statement:
|
|
|
Impairment
|
(37.4)
|
(70.9)
|
Reversal of past
impairment
|
43.4
|
40.0
|
|
6.0
|
(30.9)
|
Revaluation reserve:
|
|
|
Unrealised revaluation
surplus
|
80.8
|
95.6
|
Reversal of past revaluation
surplus
|
(39.8)
|
(93.9)
|
|
41.0
|
1.7
|
Net increase/(decrease) in
shareholders' equity/property, plant and equipment
|
47.0
|
(29.2)
|
A reasonably possible increase of
10% in the multiple would increase the fair value by £174.4 million
and a reasonably possible decrease of 10% in the multiple would
decrease the fair value by £174.4 million. A reasonably
possible increase of 4% in the fair maintainable trade would
increase the fair value by £69.8 million and a reasonably possible
decrease of 4% in the fair maintainable trade would decrease the
fair value by £69.8 million. These are based on the top ends
of observable multiples achieved in the market and historic
movements in the average fair maintainable trade.
The Group's effective freehold land
and buildings are revalued by external independent qualified
valuers on an annual basis using open market values so that the
carrying value of an asset does not differ significantly from its
fair value at the balance sheet date. The annual valuations
are determined via third party inspection of approximately a third
of the sites, and a desktop valuation of the remaining two-thirds
of the sites, such that all sites are individually inspected every
three years. The last external valuation of the Group's
effective freehold land and buildings was performed as at 30 June
2024. The Group has an internal team of qualified valuers and
at each reporting date the estate is reviewed for any indication of
significant changes in value. Where this is the case internal
valuations are performed on a basis consistent with those performed
externally. The Group has concluded that the valuation as at
30 June 2024 does not differ materially from that which would have
been determined using fair value as at 28 September
2024.
Impairment testing of leasehold properties
Leasehold properties, comprising
leasehold land and buildings and associated fixtures, fittings,
tools and equipment and computer software, are held under the cost
model. These properties were reviewed for impairment in the
current and prior period by comparing the recoverable amount of
each property to the carrying amount of the assets.
Recoverable amount is the higher of value in use and fair value
less costs to sell. The key assumptions used in the value in
use calculations were the future trading cash flows of the
properties, a pre-tax discount rate of 12.2% (2023: 12.2%) and a
long-term growth rate of 2.0% (2023: 1.8%). No adjustment has
been made in the current period for any potential climate change
related impact as the future potential additional cash inflows and
outflows are not deemed to be a key assumption in the value in use
calculations.
Changes in these key assumptions
could impact the impairment charge/reversal recognised for these
assets. The future trading cash flows used in the value in
use calculations are property level EBITDA less maintenance
expenditure forecasts. If the forecast cash flows were to
decline by 4% then there would be a £0.6 million decrease in the
net impairment reversal recognised. If the pre-tax discount
rate were to increase by 0.5% it would decrease the net impairment
reversal by £0.4 million. If the long-term growth rate were
to decrease by 0.5% it would decrease the net impairment reversal
by £0.6 million.
8 Net debt
|
|
|
|
|
2024
|
2023
|
Analysis of net debt
|
|
|
|
|
£m
|
£m
|
Cash and cash equivalents
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
|
|
44.4
|
26.5
|
|
|
|
|
|
44.4
|
26.5
|
Financial assets
|
|
|
|
|
|
|
Other cash deposits
|
|
|
|
|
1.1
|
3.1
|
|
|
|
|
|
1.1
|
3.1
|
Debt due within one year
|
|
|
|
|
|
|
Bank borrowings
|
|
|
|
|
2.5
|
2.6
|
Securitised debt
|
|
|
|
|
(43.5)
|
(41.1)
|
Lease liabilities
|
|
|
|
|
(17.7)
|
(17.8)
|
Other lease related
borrowings
|
|
|
|
|
0.5
|
0.4
|
Other borrowings
|
|
|
|
|
-
|
(10.0)
|
|
|
|
|
|
(58.2)
|
(65.9)
|
Debt due after one year
|
|
|
|
|
|
|
Bank borrowings
|
|
|
|
|
(33.0)
|
(228.2)
|
Securitised debt
|
|
|
|
|
(516.7)
|
(560.2)
|
Lease liabilities
|
|
|
|
|
(356.0)
|
(362.6)
|
Other lease related
borrowings
|
|
|
|
|
(338.9)
|
(338.4)
|
Other borrowings
|
|
|
|
|
-
|
(40.0)
|
Preference shares
|
|
|
|
|
(0.1)
|
(0.1)
|
|
|
|
|
|
(1,244.7)
|
(1,529.5)
|
Net
debt
|
|
|
|
|
(1,257.4)
|
(1,565.8)
|
Other cash deposits and cash and
cash equivalents include deposits securing letters of credit for
reinsurance contracts. Included within cash and cash
equivalents is an amount of £5.5 million (2023: £5.6 million)
relating to collateral held in the form of cash deposits. These
amounts are both considered to be restricted cash. In
addition, any other cash held in connection with the securitised
business is governed by certain restrictions under the covenants
associated with the securitisation.
|
2024
|
2023
|
Reconciliation of net cash flow to movement in net
debt
|
£m
|
£m
|
Increase/(decrease) in cash and cash
equivalents in the period
|
17.9
|
(1.2)
|
(Decrease)/increase in other cash
deposits
|
(2.0)
|
0.1
|
Cash outflow from movement in
debt
|
293.9
|
35.5
|
Net cash inflow
|
309.8
|
34.4
|
Non-cash movements and deferred
issue costs
|
(1.4)
|
(6.2)
|
Movement in net debt in the
period
|
308.4
|
28.2
|
Net debt at beginning of the
period
|
(1,565.8)
|
(1,594.0)
|
Net
debt at end of the period
|
(1,257.4)
|
(1,565.8)
|
|
2024
|
2023
|
|
£m
|
£m
|
Net debt excluding lease
liabilities
|
(883.7)
|
(1,185.4)
|
Lease liabilities
|
(373.7)
|
(380.4)
|
Net
debt
|
(1,257.4)
|
(1,565.8)
|
Changes in liabilities arising from
financing activities are as follows:
|
2024
|
2023
|
|
Borrowings
|
Derivative
financial
instruments
|
Total
financing
liabilities
|
Borrowings
|
Derivative
financial
instruments
|
Total
financing
liabilities
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At beginning of the
period
|
(1,595.4)
|
(33.6)
|
(1,629.0)
|
(1,624.7)
|
(20.4)
|
(1,645.1)
|
Cash flow
|
293.9
|
(4.2)
|
289.7
|
35.5
|
(0.1)
|
35.4
|
Changes in fair value
|
-
|
(21.2)
|
(21.2)
|
-
|
(13.1)
|
(13.1)
|
Other changes
|
(1.4)
|
-
|
(1.4)
|
(6.2)
|
-
|
(6.2)
|
At
end of the period
|
(1,302.9)
|
(59.0)
|
(1,361.9)
|
(1,595.4)
|
(33.6)
|
(1,629.0)
|
9 Ordinary dividends on equity
shares
No dividends were paid during the
current or prior period. A final dividend for 2024 has not
been proposed.
Notes:
(a) The Annual Report
and Accounts for the 52 weeks ended 28 September 2024 will be
posted to shareholders on 17 December 2024. The Annual Report and
Accounts will be available to be downloaded from the Marston's PLC
website: www.marstonspubs.co.uk. Alternatively, copies will be
obtainable from the Group General Counsel & Company Secretary,
Marston's PLC, St Johns House, St Johns Square, Wolverhampton, WV2
4BH.
(b) The maintenance
and integrity of the website is the responsibility of the
Directors. The work carried out by the auditors does not involve
consideration of these matters. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
ALTERNATIVE PERFORMANCE MEASURES
In addition to statutory financial
measures, these full year 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
statutory results.
The APMs are used by the Board and
management to analyse operational and financial performance and
track the Group's progress against long-term strategic plans.
The APMs provide additional information to investors and other
external shareholders to enhance their understanding of the Group's
results and facilitate comparison with industry
peers.
Capital expenditure (CAPEX)
Capital expenditure is the cost of
acquiring and maintaining fixed assets, comprising both maintenance
and investment expenditure. It is a measure by which the
Group and interested stakeholders assess the level of investment in
the estate to maintain the Group's profit. Capital
expenditure is the purchase of property, plant and equipment and
intangible assets as presented directly within the Group cash flow
statement.
Loan to value
Loan to value is presented both for
the Group's securitised debt and for the Group's net debt excluding
lease liabilities. The loan to value ratio is the percentage
of the amount borrowed against the value of the Group's
assets.
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Securitised pubs and
lodges
|
|
1,145.9
|
1,157.1
|
Non-securitised effective freehold
pubs and lodges
|
|
618.5
|
595.6
|
|
|
1,764.4
|
1,752.7
|
Non-securitised leasehold pubs and
lodges
|
|
282.8
|
287.3
|
Other non-core properties and
administration assets
|
|
21.8
|
24.8
|
Property, plant and equipment
total
|
|
2,069.0
|
2,064.8
|
|
|
|
|
Securitised debt due within one
year
|
|
43.5
|
41.1
|
Securitised debt due after one
year
|
|
516.7
|
560.2
|
Other borrowings due within one
year
|
|
-
|
10.0
|
|
|
560.2
|
611.3
|
|
|
|
|
Loan to value of securitised
debt
|
|
49 %
|
53
%
|
|
|
|
|
Net debt excluding lease liabilities
at end of the period
|
|
883.7
|
1,185.4
|
Loan to value of debt excluding lease
liabilities
|
|
50 %
|
68
%
|
|
|
|
|
|
Like-for-like (LFL) sales
LFL sales reflect sales for all pubs
that were trading in the two periods being compared expressed as a
percentage, excluding those pubs that have changed format between
tenanted and leased and the rest of the estate. LFL sales
does not exclude those pubs that have changed format between
managed and franchised.
The inclusion of a pub within LFL
sales is considered on a daily basis and a pub is included within
LFL sales for only the days within the trading period where it
meets the definition of LFL. A site is considered fully open
for trading if it generated more than £100 per day. If a site
is acquired or disposed of during the two periods being compared,
LFL sales includes the days where the site is fully open for
trading in both periods.
LFL sales is a widely used industry
measure which provides better insight into the trading performance
of the Group as total revenue is impacted by acquisitions,
disposals, and investment into the estate through conversions and
refurbishments.
|
|
|
52 weeks
to
28 September
2024
|
52 weeks
to
30
September 2023
|
LFL
|
|
|
£m
|
£m
|
%
|
LFL retail sales
|
|
|
813.7
|
776.4
|
4.8
|
Non-LFL retail sales
|
|
|
21.4
|
29.7
|
|
Retail sales
|
|
|
835.1
|
806.1
|
|
Non-EPOS outlet sales
|
|
|
29.5
|
26.7
|
|
Outlet sales
|
|
|
864.6
|
832.8
|
|
|
|
|
6 weeks to
9 November
2024
|
6 weeks
to
11
November 2023
|
LFL
|
|
£m
|
£m
|
%
|
LFL retail sales
|
|
|
89.2
|
85.9
|
3.9
|
Non-LFL retail sales
|
|
|
0.9
|
0.1
|
|
Retail sales
|
|
|
90.1
|
86.0
|
|
Net
asset value (NAV) per share
NAV per share is the value of net
assets of the Group, divided by the number of shares in issue
excluding own shares held.
|
|
|
|
2024
|
2023
|
Net assets (£m)
|
|
|
|
654.8
|
640.1
|
Number of shares
outstanding
|
|
|
|
633.8
|
633.5
|
NAV per share
|
|
|
|
1.03
|
1.01
|
Net
cash flow (NCF) - including reconciliation to recurring free cash
flow
NCF is the increase/decrease in cash
and cash equivalents in the period, adjusted for movements in other
cash deposits and the cash movement in debt. NCF is used by
the Group to determine targets for LTIP awards.
|
|
|
|
2024
|
2023
|
|
|
|
£m
|
£m
|
Increase/(decrease) in cash and cash
equivalents
|
|
|
|
17.9
|
(1.2)
|
(Decrease)/increase in other cash
deposits
|
|
|
|
(2.0)
|
0.1
|
Cash outflow from movement in
debt
|
|
|
|
293.9
|
35.5
|
Net cash flow
|
|
|
|
309.8
|
34.4
|
|
|
|
|
|
|
Sale of property, plant and
equipment and assets held for sale
|
|
|
|
(46.9)
|
(51.3)
|
Disposal of associate
|
|
|
|
(205.5)
|
-
|
Dividends from associate
|
|
|
|
(13.8)
|
(21.6)
|
Recurring FCF
|
|
|
|
43.6
|
(38.5)
|
Net
debt
Net debt is defined as the sum of
cash and cash equivalents and other cash deposits, less total
borrowings, at the balance sheet date. Net debt is also
presented excluding lease liabilities. The net debt to EBITDA
leverage ratio is presented both inclusive and exclusive of lease
liabilities and the associated EBITDA impact.
|
|
|
|
2024
|
2023
|
|
|
|
£m
|
£m
|
Increase/(decrease) in cash and cash
equivalents
|
|
|
|
17.9
|
(1.2)
|
(Decrease)/increase in other cash
deposits
|
|
|
|
(2.0)
|
0.1
|
Cash outflow from movement in debt
excluding lease liabilities
|
|
|
|
285.5
|
30.4
|
Net cash inflow
|
|
|
|
301.4
|
29.3
|
Non-cash movements and deferred
issue costs
|
|
|
|
0.3
|
1.5
|
Movement in net debt excluding lease
liabilities in the period
|
|
|
|
301.7
|
30.8
|
Net debt excluding lease liabilities
at beginning of the period
|
|
|
|
(1,185.4)
|
(1,216.2)
|
Net debt excluding lease liabilities
at end of the period
|
|
|
|
(883.7)
|
(1,185.4)
|
Non-underlying items
Non-underlying 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-underlying is higher than other items.
Underlying results should not be
regarded as a complete picture of the Group's financial performance
as they exclude specific items of income and expense. The
full financial performance of the Group is presented within its
total statutory results.
Operating profit/(loss)
Operating profit/(loss) is revenue
less net operating expenses, plus the share of results from
associates. Operating profit/(loss) is presented directly on
the Group income statement. It is not defined in IFRS however
it is a generally accepted profit measure.
|
|
|
|
2024
|
2023
|
|
|
|
£m
|
£m
|
Operating profit
|
|
|
|
151.7
|
90.2
|
Non-underlying operating
items
|
|
|
|
(4.5)
|
34.6
|
Underlying operating
|
|
|
|
147.2
|
124.8
|
Revenue
|
|
|
|
898.6
|
872.3
|
Underlying operating
margin
|
|
|
|
16.4%
|
14.3%
|
|
|
|
26 weeks
to
30
March
2024
|
26 weeks
to
28
September
2024
|
52 weeks
to
28
September
2024
|
|
£m
|
£m
|
£m
|
Operating profit
|
|
|
51.8
|
99.9
|
151.7
|
Non-underlying operating
items
|
|
|
0.9
|
(5.4)
|
(4.5)
|
Underlying operating
profit
|
|
|
52.7
|
94.5
|
147.2
|
Revenue
|
|
|
428.1
|
470.5
|
898.6
|
Underlying operating
margin
|
|
|
12.3%
|
20.1%
|
16.4%
|
Recurring FCF
Recurring FCF represents NCF
adjusted for the sale of property, plant and equipment and assets
held for sale, disposal proceeds from the sale of the Group's
investment in Carlsberg Marston's Limited, and dividends received
from associates.
Retail sales
Retail sales represents all revenue
that is generated through the Group's EPOS (electronic point of
sale) till systems in our managed and franchised pubs, which
includes food, drink, and accommodation sales.
Underlying EBITDA
Underlying EBITDA is the earnings
before interest, tax, depreciation, amortisation and non-underlying
items. The Directors regularly use underlying EBITDA as a key
performance measure in assessing the Group's profitability.
The measure is considered useful to users of the financial
statements as it is a widely used industry measure which allows
comparison to peers, comparison of performance across periods, and
is used to determine bonus outcomes for Directors'
remuneration.
|
|
|
|
2024
|
2023
|
|
|
|
£m
|
£m
|
Operating profit
|
|
|
|
151.7
|
90.2
|
Non-underlying operating
items
|
|
|
|
(4.5)
|
34.6
|
Depreciation and
amortisation
|
|
|
|
45.3
|
45.5
|
Underlying EBITDA
|
|
|
|
192.5
|
170.3
|
Revenue
|
|
|
|
898.6
|
872.3
|
Underlying EBITDA margin
|
|
|
|
21.4%
|
19.5%
|
|
|
|
|
2024
|
2023
|
|
|
|
£m
|
£m
|
Underlying EBITDA under IFRS
16
|
|
|
|
192.5
|
170.3
|
Net rental charge
|
|
|
|
(21.7)
|
(21.8)
|
Underlying EBITDA pre IFRS
16
|
|
|
|
170.8
|
148.5
|
|
|
|
|
|
|
Net debt including lease liabilities
at end of the period
|
|
|
|
1,257.4
|
1,565.8
|
Net debt to EBITDA leverage
including lease liabilities
|
|
|
|
6.5
|
9.2
|
|
|
|
|
|
|
Net debt excluding lease liabilities
at end of the period
|
|
|
|
883.7
|
1,185.4
|
Net debt to EBITDA leverage
excluding lease liabilities
|
|
|
|
5.2
|
8.0
|
Wholesale sales
Wholesale sales represents revenue
from continuing operations with customers generated from our
tenanted and leased pubs.
Year
The current year refers to the
52-week period ended 28 September 2024. The prior year refers
to the 52-week period ended 30 September 2023.