PRELIMINARY RESULTS

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.

 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                                           [email protected]

Rebecca Jamieson, Investor Relations                                 [email protected]

Giles Robinson, Director of Corporate Affairs                        [email protected]

Sodali & Co (Media)

Ben Foster                                                                             Tel: 020 7250 1446

Russ Lynch

Oliver Banks                                                                           [email protected]

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

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.

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   

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

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

GROUP STATEMENT OF CHANGES IN EQUITY

For the 52 weeks ended 28 September 2024

For the 52 weeks ended 30 September 2023

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

(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:

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

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:

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

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

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.

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