MITCHELLS & BUTLERS PLC

19 May 2016

HALF YEAR RESULTS AND BUSINESS UPDATE

(For the 28 weeks ended 9 April 2016)

-
Strong earnings growth; focus on driving profitable sales
-
Review of strategic options completed - focus on accelerating organic growth
-
Clear operational plan in place and already under way

Financial performance

-
Total revenue of £1,096m, down 1.5%
-
-
Adjusted operating profit of £156mc, up 2.0%
-
Adjusted operating margin 14.2%c (H1 2015: 13.7%)
-
Adjusted earnings per share of 15.7pc, up 9.0%
-
Interim dividend of 2.5p approved

Reported results

-
Profit before tax: £83m (H1 2015 £75m)
-
Basic earnings per share: 18.4p (H1 2015 14.4p)

Balance sheet and cash flow

-
Capital expenditure £88m (H1 2015: £94m), including 4 new site openings and 22 conversions
-
Free cash flow before exceptional items of £34md (H1 2015: £50m)
-
Net debt of £1.86bn representing 4.2 times annualised adjusted EBITDAe (H1 2015 4.4 times)

Phil Urban, Chief Executive, commented:

"In the first half we increased our adjusted earnings by 9.0%c. However, in order to accelerate the trading performance of the group there is much to do in our three priority areas: building a more balanced business; instilling a more commercial culture; and increasing the pace of execution and innovation.

During the last six months we have completed a review of our strategic options. I am very clear that our best route for delivering sustainable returns for our shareholders is through the acceleration of organic growth: to maximise the return on the high-quality assets we own. Our plan, to reshape the estate and innovate in both existing and new offers for our guests, is now well under way and I have every confidence in its success."

Definitions

a - Invested estate comprises 294 sites that have been remodelled or converted in either FY 2015 or H1 2016.

b - Like-for-like sales growth includes the sales performance against the comparable period in the prior year of UK managed pubs, bars and restaurants that were trading in the two periods being compared. Like-for-like sales are measured against relevant accounting weeks in the prior year.

c - Adjusted items are quoted before exceptional items. These comprised a £10m deferred tax credit and £1m profit on property disposals in H1 2016. There were no exceptional adjustments in H1 2015.

d - Free cash flow before exceptional items excludes £21m dividend payment (H1 2015 £nil); £32m (H1 2015 £30m) mandatory bond amortisation; £8m drawn from an unsecured revolving facility (H1 2015 £nil) and, in the prior year, £120m transferred from cash to other cash deposits.

e - Adjusted EBITDA for the 52 weeks to 9 April 2016.

There will be a presentation today for analysts and investors at 9.00am at Nomura International plc, 1 Angel Lane, London, EC4R 3AB. A live webcast of the presentation will be available at www.mbplc.com. The conference will also be accessible by phone: 0203 059 8125 and quote "Mitchells & Butlers". The replay will be available until 25 May 2016 on 0121 260 4861 replay access pin 3236934#.

For further information, please contact:

Tim Jones - Finance Director
+44(0)121 498 6112
James Cooper - Investor Relations
+44(0)121 498 4525
James Murgatroyd (Finsbury)
+44(0)20 7251 3801

Notes to editors:

-
Mitchells & Butlers is a leading operator of managed restaurants and pubs. Its strong portfolio of brands and formats includes Harvester, Toby Carvery, All Bar One, Miller & Carter, Premium Country Pubs, Sizzling Pubs, Crown Carveries, Vintage Inns, Browns, Castle, Nicholson's, O'Neill's and Ember Inns. In addition, it operates Innkeeper's Lodge hotels in the UK and Alex restaurants and bars in Germany. Further details are available at www.mbplc.com and supporting photography can be downloaded at www.mbplc.com/imagelibrary.
-
Mitchells & Butlers serves around 140 million meals and 430 million drinks each year and is one of the largest operators within the UK's £80 billion eating and drinking out market.

BUSINESS REVIEW

In the first half of this year we have continued to drive delivery of the plans laid out last November, by focusing on our three key priorities:

-
To build a more balanced business
-
To instil a commercial culture
-
To increase the pace of execution and innovation

Consistent with these priorities, we have now completed a review of our strategic options, aimed at better utilising our outstanding estate to drive sustainable profit growth for our shareholders.

Market and performance

We set out previously the external challenges which we face. We are operating in a highly competitive market, with increasingly demanding consumers, and real wage inflation from both the National Living Wage and the National Minimum Wage. Having identified these challenges previously, we recognise that they remain, but also that we have a plan to overcome them.

We are pleased to have delivered 9.0% adjusted EPS growth in the first half, on a stronger operating margin. This demonstrates our commitment to the delivery of profitable sales.

Although profitability has improved in the first half, sales have remained challenging. We therefore continue to work towards ensuring that the business is competitive and retains its appeal to our guests, whilst also remaining focused on profitability. However, the actions we have been taking to address our sales performance do not all have an immediate impact and we look forward to further progress.

Review of strategic options

In the last six months we have completed a review of the strategic options available to us, the focus of which has been how we can best generate long-term value for our shareholders, whilst balancing our obligations to bondholders and pension schemes in a challenging trading environment.

Our review has concluded that the best approach to driving shareholder value is through accelerating the level of innovation and investment in the business to generate organic growth, supplemented where appropriate with selective site acquisitions and disposals. We have made good early progress in this respect.

We are in the fortunate position of having a high-quality estate across the country, and have an opportunity to generate strong returns from these assets. We will manage our estate by increasing the number of conversions into our growth concepts, whilst accelerating the level of remodel activity, ensuring we remain competitive and are best able to leverage our brands through consistency of amenity. The plan will increase our exposure to premium offerings, matching demand in the market whilst also providing a commercial response to what we believe will continue to be an inflationary wage environment.

We have a clear plan, which aligns to our three priority areas and will be delivered through a number of critical workstreams:

Building a more balanced business
-
Estate plan
Instilling a more commercial culture
-
Sales culture
-
Guest care
-
Pricing
-
Procurement
Increasing the pace of execution and innovation
-
Digital marketing
-
Technology
-
Brand and product development

The workstreams within each priority area are outlined below.

Building a more balanced business

We believe that we have the best estate in the industry, with an outstanding array of outlets across the country. However, we recognise that elements of this estate have been under-invested in recent years, with capital expenditure having been directed towards necessary back-of-house investment in technology and kitchens, rather than guest-facing areas which would drive sales growth. This under-investment is manifest in the disparity between the strong sales performance in sites where we have recently invested as against declines where we have not. We also need to ensure that we make best use of our strong brands, by matching them individually to the right sites.

We have completed a full review of the estate, with a plan for every individual site to be achieved by 2020. This plan is aimed at building a more premium estate, by converting sites where appropriate into growth concepts, and with a small number of selected disposals.

A key feature to the estate plan is the level of investment. In order to remain competitive in this environment, and to fully leverage the power of our brands, we must invest in improving and maintaining amenity levels across the estate. As such we have accelerated our investment in remodels and conversions. We will aim for 300 to 350 sites per year, equivalent to a five to six year investment cycle compared to the cycle of over ten years on which we have been operating. This acceleration has begun already, with 142 remodels completed in the first half of this year, compared with 97 in the same period last year.

Our estate plan will result in us taking action across the premium, mid-market and value areas of our estate, three significant examples are described below:

At the premium end of our estate, we will look to grow the Miller & Carter brand towards 100 sites by 2018, from a current level of 43. This is a brand with a clear and attractive offer to guests, and one which consistently delivers strong like-for-like sales and volume growth. We completed three Harvester to Miller & Carter conversions in the first half, all of which are trading very well in their first few months with EBITDA returns well in excess of the targeted 30%. Following these early successes and given the strength of the Miller & Carter brand proposition, we have identified a number of further sites which are suitable for conversion to the brand.

Within the mid-market, Harvester is an example of a fantastic brand with high-taking sites and great consumer resonance, but which has had some challenges in recent years. Harvester has been competing in a market which has seen significant new openings, with competitor offerings often being well-invested. By contrast, too many of our 233 Harvester sites have been under-invested in guest-facing areas in recent years, making it difficult to remain competitive in their local markets. Over time we are looking to reduce the scale of the Harvester estate to a core, all of which will be remodelled within the next 18 months, offering a consistent proposition and a level of amenity to truly leverage the brand's strength.

Within our value-led sites we are rolling out our successful Pizza & Carvery format, of which there are currently 14 sites that previously traded as Crown Carveries. These sites have been trading well, generating EBITDA returns of around 25%. We will convert around 20 more by the end of FY 2016, with plans for a total of more than 80 by 2018. The format offers a compelling conversion opportunity for a number of our Crown Carveries sites, and selected sites from the unconverted Orchid estate.

Our plans in this area are already well under way. In the current year we have accelerated our capital programme and anticipate delivering around 260 remodels and conversions plus 10 new site openings, at a total capital cost of around £180m. Next year we anticipate delivering around 300 remodels and conversions, supplemented by around 15 new site openings, at a total capital cost of around £200m.

Instilling a commercial culture

As outlined previously, as a business we need to return to the fundamental principles of trading. Our plans in this area have now been broken down into a number of key workstreams.

Building a sales culture
Guest care
Pricing
Procurement
Our procurement workstream is tasked with continuously challenging the business to make the most of its scale. In June this year we are launching an online ordering platform for consumables, aimed at increasing efficiency and compliance among our teams. We are looking to optimise the frequency with which we deliver food and drink to our sites, with a trial under way.

Increasing the pace of execution and innovation

We set out in November an intention to increase the pace of activity, and to foster more of an innovative environment within the company. We have worked at pace to begin making progress across a number of initiatives, and our workstreams in this area are set out below.

Digital
Technology
Brand and product innovation

Outlook

We are clear that our strategy to accelerate organic growth is the best route for delivering sustainable long-term value for our shareholders. We have an outstanding estate, and our plan is to generate the best returns from it through a continued focus on our three priority areas: building a more balanced business; instilling a more commercial culture; and increasing the pace of execution and innovation.

Following a challenging trading period with subdued sales but margin growth, our sales performance in recent weeks has been more encouraging. We are cognisant of the challenge of future wage cost increases but will continue to execute our plans at pace to build on this performance.

FINANCIAL REVIEW

On a statutory basis, profit before tax for the period was £83m (H1 2015 £75m), on sales of £1,096m (H1 2015 £1,113m).

The Group Income Statement discloses adjusted profit and earnings per share information that excludes exceptional items to allow a better understanding of the underlying trading of the Group. Adjusted earnings per share increased by 9.0% in the first half of 2016 to 15.7p.

At the end of the period, the total estate comprised 1,779 managed businesses and 55 franchised businesses, in the UK and Germany.

Changes in accounting policies

There have been no changes in accounting policies in the period.

Revenue

The Group's total revenues of £1,096m were 1.5% lower than the first half last year, with lower like-for-like sales only partially offset by new site openings.

Total like-for-like sales fell by 1.6%, reflecting sales growth on invested sites in excess of 10% in the year following investment, offset by declines in the uninvested estate. In total, food sales were down by 2.0% and drink sales by 1.5%. Volumes of both food and drink fell, by 5.1% and 4.8% respectively. Average spend on food was up by 3.3%, with average drink spend up by 3.6%.

Like-for-like sales growth:
Week 1 - 28
Week 29 - 33
Week 1 - 33
FY 2016
FY 2016
FY 2016
Food
(2.0%)
(1.1%)
(1.8%)
Drink
(1.5%)
0.4%
(1.1%)
Total
(1.6%)
(0.4%)
(1.4%)

Operating margins

Adjusted operating margins for the first half were 0.5ppts higher than last year at 14.2%. Cost inflation, with the exception of employment, has remained benign, in particular on food and energy. The first half margin also benefited from non-recurring prior year costs, including the Orchid head office, which remained open until April 2015, and the costs of completing IT projects in the first half of last year. These year-on-year cost savings will not continue into the second half.

Second half margins will also be impacted by the introduction of the National Living Wage, which is expected to generate an incremental gross cost of around £7m in the second half of this financial year.

Adjusted operating profit for the first half was £156m, 2.0% higher than the same period last year.

Exceptional items

Exceptional items comprise a £10m deferred tax credit arising mostly as a result of the reduction in the standard rate of corporation tax to 19% from April 2017 and to 18% from April 2020, plus £1m profit on property disposals.

Interest

Net finance costs of £74m were £4m lower than in the first half last year, reflecting a lower net pensions finance charge of £6m (H1 2015 £8m), and a reduction in Group securitised borrowings.

For 2016 we expect the full year pensions finance charge to be around £12m (2015 £15m).

Taxation

The estimated annual effective tax rate is 20.0% (H1 2015 20.5%), the reduction reflecting the lower rate of corporation tax in place from April 2015.

Earnings per share

Adjusted earnings per share were 15.7p, 9.0% higher than last year. After the exceptional items described above, basic earnings per share were 18.4p (H1 2015 14.4p).

Cash flow and net debt

The cash flow statement below excludes £32m of mandatory bond amortisation (H1 2015 £30m), £8m drawn from an unsecured revolving facility (H1 2015 £nil) and, in the prior year, £120m transferred from cash to other cash deposits.

H1 2016
H1 2015
£m
£m
EBITDA before exceptional items
217
213
Working capital movement / non-cash items
-
26
Pension deficit contributions
(26)
(23)
Cash flow from operations before exceptional items
191
216
Maintenance and infrastructure capex
(72)
(70)
Expansionary capex
(16)
(24)
Interest
(62)
(63)
Tax
(8)
(12)
Disposals and other
1
3
Free Cash Flow before exceptional items
34
50
Dividend
(21)
-
Operating exceptional
-
(3)
Net cash flow
13
47

The business generated £217m of EBITDA before exceptional items in the first half. Pension deficit contributions of £26m were higher than last year, driven by costs of the scheme's early retirement facility, which expired during the period. After capital expenditure, interest and tax, £34m of free cash before exceptional items was generated by the business.

Net debt of £1,862m, represented 4.2 times annualised EBITDA (H1 2015 4.4 times).

Capital expenditure

Total maintenance and infrastructure capex of £72m was £2m higher than last year, driven by an acceleration in the number of remodels completed in the first half, which are generating an EBITDA return of around 25%. This increase was partially offset by a reduction in infrastructure capex, with the completion of key IT projects in the first half of H1 2015.

Expansionary capital expenditure was lower in the first half, as our focus has turned to prioritising investment in the existing estate with fewer new site acquisitions. Our conversions in the first half comprised the continuation of the Orchid programme, as well as three Harvester to Miller & Carter conversions.

The blended EBITDA return on expansionary capital invested since FY 2013 was in line with last year at 18%.

H1 2016
H1 2015
£m
#
£m
#
Maintenance and infrastructure (excluding remodels)
34
42
Remodels
38
142
28
97
Conversions
12
22
10
23
Sub-total
50
164
38
120
Acquisitions - freehold
1
2
5
2
Acquisitions - leasehold
3
2
9
7
Total capital expenditure
88
94

Pensions

The Company continues to make pensions deficit payments based on the schedule of contributions agreed as part of the triennial valuations at 31 March 2013, which showed an assessed funding shortfall at that time of £572m. The discounted value of the minimum funding requirement agreed as part of the revised schedule of contributions is recognised in the balance sheet at £340m (H1 2015 £420m) before tax.

The Company is now in the early stages of negotiations with the Trustees of the pension schemes regarding the latest triennial valuation, which is as at 31 March 2016.

Dividends

The Board has approved an interim dividend of 2.5 pence per share which will be paid on 4 July 2016 to shareholders on the register at the close of business on 27 May 2016.

Shareholders who do not currently participate in the Company's Dividend Reinvestment Plan and wish to receive the interim dividend in shares rather than cash should complete a mandate form for the Dividend Reinvestment Plan and return it to the registrars no later than 13 June 2016.

Risk factors and uncertainties

The risks and uncertainties that affect the company remain unchanged and are set out on pages 18 - 21 of the 2015 Annual report and accounts which is available on the Mitchells & Butlers website at www.mbplc.com.

Responsibility statement

We confirm that to the best of our knowledge:

-
The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';
-
The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first 28 weeks and description of principal risks and uncertainties for the remaining 24 weeks of the year); and
-
The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

This responsibility statement was approved by the Board of Directors on 18 May 2016 and is signed on its behalf by Tim Jones, Finance Director.

GROUP CONDENSED INCOME STATEMENT

for the 28 weeks ended 9 April 2016

2016
2015
2015
Before
Before
Before
exceptional
Total
exceptional
Total
exceptional
Total
£m
£m
£m
£m
£m
£m
Revenue (note 2)
1,096
1,096
1,113
1,113
2,101
2,101
Operating costs before depreciation, amortisation and movements in the valuation of the property portfolio
(879)
(879)
(900)
(900)
(1,662)
(1,662)
Net profit arising on property disposals
-
1
-
-
-
7
217
218
213
213
439
446
Depreciation, amortisation and movements in the valuation of the property portfolio
(61)
(61)
(60)
(60)
(111)
(176)
Operating profit
156
157
153
153
328
270
Finance costs (note 4)
(69)
(69)
(71)
(71)
(130)
(130)
Finance revenue (note 4)
1
1
1
1
1
1
Net pensions finance charge (note 4)
(6)
(6)
(8)
(8)
(15)
(15)
Profit before tax
82
83
75
75
184
126
Tax expense (note 5)
(17)
(7)
(16)
(16)
(37)
(23)
Profit for the period
65
76
59
59
147
103
Earnings per ordinary share (note 6):
Basic
15.7p
18.4p
14.4p
14.4p
35.7p
25.0p
Diluted
15.7p
18.4p
14.2p
14.2p
35.5p
24.9p
a
Exceptional items are explained in note 1 and analysed in note 3.
b
Earnings before interest, tax, depreciation, amortisation and movements in the valuation of the property portfolio.

All results relate to continuing operations.

GROUP CONDENSED STATEMENT OF COMPREHENSIVE INCOME

for the 28 weeks ended 9 April 2016

2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
(Unaudited)
(Unaudited)
(Audited)
Profit for the period
76
59
103
Items that will not be reclassified subsequently to profit or loss:
Unrealised gain on revaluation of the property portfolio
-
-
25
Remeasurement of pension liability (note 11)
(9)
(9)
6
Tax relating to items not reclassified (note 5)
7
4
(9)
(2)
(5)
22
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
2
(1)
(1)
Cash flow hedges:
-Losses arising during the period
(54)
(94)
(86)
- Reclassification adjustments for items included in profit or loss
6
(1)
31
Tax relating to items that may be reclassified (note 5)
3
19
11
(43)
(77)
(45)
Other comprehensive loss after tax
(45)
(82)
(23)
Total comprehensive profit/(loss) for the period
31
(23)
80

GROUP CONDENSED BALANCE SHEET

9 April 2016

2016
2015*
2015
9 April
11 April
26 September
restated*
ASSETS
£m
£m
£m
(Unaudited)
(Unaudited)
(Audited)
Goodwill and other intangible assets (note 8)
9
9
10
Property, plant and equipment (note 8)
4,271
4,268
4,242
Lease premiums
3
2
2
Deferred tax asset
143
179
156
Derivative financial instruments (note 12)
34
27
19
Total non-current assets
4,460
4,485
4,429
Inventories
25
28
24
Trade and other receivables
39
76
46
Other cash deposits (note 9)
120
120
120
Cash and cash equivalents (note 9)
152
152
163
Total current assets
336
376
353
Total assets
4,796
4,861
4,782
LIABILITIES
Pension liabilities (note 11)
(46)
(85)
(46)
Trade and other payables
(309)
(338)
(317)
Current tax liabilities
(17)
(24)
(15)
Borrowings (note 9)
(228)
(210)
(214)
Derivative financial instruments (note 12)
(43)
(44)
(43)
Total current liabilities
(643)
(701)
(635)
Pension liabilities (note 11)
(294)
(335)
(304)
Borrowings (note 9)
(1,942)
(2,008)
(1,960)
Derivative financial instruments (note 12)
(302)
(290)
(253)
Deferred tax liabilities
(323)
(347)
(349)
Long-term provisions
(10)
(12)
(10)
Total non-current liabilities
(2,871)
(2,992)
(2,876)
Total liabilities
(3,514)
(3,693)
(3,511)
Net assets
1,282
1,168
1,271
EQUITY
Called up share capital
35
35
35
Share premium account
27
26
26
Capital redemption reserve
3
3
3
Revaluation reserve
953
918
938
Own shares held
(1)
(2)
(1)
Hedging reserve
(285)
(272)
(240)
Translation reserve
12
10
10
Retained earnings
538
450
500
Total equity
1,282
1,168
1,271

*Restated for the fair valuation acquisition of Orchid Pub & Dining Limited and Midco 1 Limited (see note 14).

GROUP CONDENSED STATEMENT OF CHANGES IN EQUITY

for the 28 weeks ended 9 April 2016

Called
Share
Capital
Own
up share
premium
redemption
Revaluation
shares
Hedging
Translation
Retained
Total
capital
account
reserve
reserve
held
reserve
reserve
earnings
equity
£m
£m
£m
£m
£m
£m
£m
£m
£m
At 27 September 2014 (Audited)
35
24
3
918
(4)
(196)
11
394
1,185
Profit for the period
-
-
-
-
-
-
-
59
59
Other comprehensive income/(expense)
-
-
-
-
-
(76)
(1)
(5)
(82)
Total comprehensive income/(expense)
-
-
-
-
-
(76)
(1)
54
(23)
Share capital issued
-
2
-
-
-
-
-
-
2
Release of own shares
-
-
-
-
2
-
-
(1)
1
Credit in respect of share-based payments
-
-
-
-
-
-
-
2
2
Tax on share-based payments
-
-
-
-
-
-
-
1
1
At 11 April 2015 (Unaudited)
35
26
3
918
(2)
(272)
10
450
1,168
Profit for the period
-
-
-
-
-
-
-
44
44
Other comprehensive income/(expense)
-
-
-
20
-
32
-
7
59
Total comprehensive income/(expense)
-
-
-
20
-
32
-
51
103
Release of own shares
-
-
-
-
1
-
-
-
1
Tax on share-based payments
-
-
-
-
-
-
-
(1)
(1)
At 26 September 2015 (Audited)
35
26
3
938
(1)
(240)
10
500
1,271
Profit for the period
-
-
-
-
-
-
-
76
76
Other comprehensive income/(expense)
-
-
-
15
-
(45)
2
(17)
(45)
Total comprehensive income/(expense)
-
-
-
15
-
(45)
2
59
31
Share capital issued
-
1
-
-
-
-
-
-
1
Purchase of own shares
-
-
-
-
(1)
-
-
-
(1)
Release of own shares
-
-
-
-
1
-
-
(1)
-
Credit in respect of share-based payments
-
-
-
-
-
-
-
1
1
Dividends paid
-
-
-
-
-
-
-
(21)
(21)
35
27
3
953
(1)
(285)
12
538
1,282

GROUP CONDENSED CASH FLOW STATEMENT

for the 28 weeks ended 9 April 2016

2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
(Unaudited)
(Unaudited)
(Audited)
Cash flow from operations
Operating profit
157
153
270
Add back: operating exceptional items
(1)
-
58
Operating profit before exceptional items
156
153
328
Add back:
Depreciation of property, plant and equipment
60
59
109
Amortisation of intangibles
1
1
2
Cost charged in respect of share based payments
1
2
2
Administrative pension costs (note 11)
1
1
2
Operating cash flow before exceptional items, movements in working capital and additional pension contributions
219
216
443
(Increase)/decrease in inventories
(1)
(1)
3
(Increase)/decrease in trade and other receivables
(12)
2
22
Increase in trade and other payables
11
22
21
Decrease in provisions
-
-
(2)
Additional pension contributions (note 11)
(26)
(23)
(86)
Cash flow from operations before exceptional items
191
216
401
Cash flow from operating exceptional items
-
(3)
(6)
Interest paid
(63)
(64)
(129)
Interest received
1
1
2
Tax paid
(8)
(12)
(25)
Net cash from operating activities
121
138
243
Investing activities
Acquisition of Orchid Pubs & Dining Limited and Midco 1 Limited
-
(1)
(1)
Purchases of property, plant and equipment
(88)
(91)
(157)
Purchases of intangible assets
-
(1)
(3)
Payment of lease premium
-
(2)
(2)
Proceeds from sale of property, plant and equipment
1
1
6
Transfers (to)/from other cash deposits
-
(120)
(120)
Net cash used in investing activities
(87)
(214)
(277)
Financing activities
Dividends paid
(21)
-
-
Issue of ordinary share capital
1
2
2
Purchase of own shares
(1)
-
-
Proceeds on release of own shares
-
1
1
Repayment of principal in respect of securitised debt
(32)
(30)
(61)
Drawings under unsecured revolving credit facility
8
-
-
Net cash used in financing activities
(45)
(27)
(58)
Net decrease in cash and cash equivalents (note 10)
(11)
(103)
(92)
Cash and cash equivalents at the beginning of the financial period
163
255
255
Cash and cash equivalents at the end of the financial period
152
152
163

Cash and cash equivalents are defined in note 9.

NOTES TO THE INTERIM FINANCIAL INFORMATION

1. GENERAL INFORMATION
Basis of preparation and accounting policies
This interim financial information has been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting as adopted by the European Union.
The information for the 52 weeks ended 26 September 2015 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that period has been delivered to the Registrar of Companies and has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). The auditor's report on those accounts was not qualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under section 498(2) or (3) of the Companies Act 2006. This interim financial information should be read in conjunction with the Annual Report and Accounts 2015.
The interim financial information has been prepared on a consistent basis using the accounting policies set out in the Annual Report and Accounts 2015.
Adjusted profit
2. SEGMENTAL ANALYSIS
IFRS 8 Operating Segments requires operating segments to be based on the Group's internal reporting to its Chief Operating Decision Maker ("CODM"). The CODM is regarded as the Chief Executive together with other Board members. The CODM uses profit before interest and exceptional items (operating profit pre-exceptionals) as the key measure of the segment results. Group assets are reviewed as part of this process but are not presented on a segment basis.
The retail operating business operates all of the Group's retail operating units and generates all of its external revenue. The property business holds the Group's freehold and long leasehold property portfolio and derives all of its income from the internal rent levied against the Group's retail operating units. The internal rent charge is eliminated at the total Group level.
Retail operating business
Property business
Total
2016
2015
2015
2016
2015
2015
2016
2015
2015
28 wks
28 wks
52 wks
28 wks
28 wks
52 wks
28 wks
28 wks
52 wks
£m
£m
£m
£m
£m
£m
£m
£m
£m
Revenue
-
-
-
1,096
1,113
2,101
EBITDA pre exceptionals
102
94
219
217
213
439
Operating profit pre exceptionals
48
42
121
108
111
207
156
153
328
1
-
(58)
Operating profit
157
153
270
Net finance costs
(74)
(78)
(144)
Profit before tax
83
75
126
Tax expense
(7)
(16)
(23)
Profit for the financial period
76
59
103
a
Revenue includes other income of £3m (11 April 2015 £3m; 26 September 2015 £6m) in respect of franchise operations and £nil (11 April 2015 £nil; 26 September 2015 £6m) in respect of sales of development properties.
b
The EBITDA pre-exceptionals of the property business relates entirely to rental income received from the retail operating business.
c
Refer to note 3.
3. EXCEPTIONAL ITEMS
2016
2015
2015
28 weeks
28 weeks
52 weeks
Notes
£m
£m
£m
Operating exceptional items
Movement in the valuation of the property portfolio:
- Impairment arising from the revaluation
a
-
-
(54)
- Other impairment
a
-
-
(11)
Net movement in the valuation of the property portfolio
-
-
(65)
Other exceptional items:
Net profit arising on property disposals
b
1
-
7
Total exceptional items before tax
1
-
(58)
Tax credit
c
10
-
14
Total exceptional items after tax
11
-
(44)
a
Movements in the valuation of the property portfolio includes impairment arising from the Group's revaluation of its pub estate and impairment of short leasehold and unlicensed properties where their carrying values exceed their recoverable amount.
b
Amounts relating to the 52 weeks ended 26 September 2015 include the release of a £5m accrual for costs in relation to the disposal of properties in prior periods.
c
A deferred tax credit has been recognised in the current period following the enactment of legislation on 18 November 2015 which lowered the UK standard rate of corporation tax from 20% to 19% from 1 April 2017, with a further reduction to 18% from 1 April 2020.
All exceptional items relate to continuing operations.
4. FINANCE COSTS AND FINANCE REVENUE
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
Finance costs
Interest on securitised and other debt
(69)
(71)
(130)
Finance revenue
Interest receivable - cash
1
1
1
Net pensions finance charge (note 11)
(6)
(8)
(15)
5. TAXATION
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
Tax charged in the income statement
Current tax
- UK corporation tax
(14)
(15)
(21)
- Amounts over provided in prior periods
3
-
3
Total current tax charge
(11)
(15)
(18)
Deferred tax
- Origination and reversal of temporary differences
(3)
(1)
(6)
- Adjustments in respect of prior periods - tax losses
-
-
4
- Adjustments in respect of prior periods - other
(1)
-
(3)
- Change in tax rate
8
-
-
Total deferred tax credit/(charge)
4
(1)
(5)
Total tax charged in the income statement
(7)
(16)
(23)
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
Tax relating to items recognised in other comprehensive income
Deferred tax:
Items that will not be reclassified subsequently to profit or loss:
- Unrealised gains due to revaluations - revaluation reserve
15
-
(5)
- Unrealised gains due to revaluations - retained earnings
(1)
2
(3)
- Remeasurement of pension liability
(7)
2
(1)
7
4
(9)
Items that may be reclassified subsequently to profit or loss:
- Cash flow hedges:
- Losses arising during the period
3
19
17
- Reclassification adjustments for items included in profit or loss
-
-
(6)
3
19
11
Total tax credit recognised in other comprehensive income
10
23
2
Tax has been calculated using an estimated annual effective tax rate of 20.0% (2015 28 weeks, 20.5%; 52 weeks, 20.5%) on profit before tax.
The Finance (No.2) Act 2015 was enacted on 18 November 2015 and reduced the main rate of corporation tax from 20% to 19% from 1 April 2017, with a further reduction to 18% from 1 April 2020. The effect of these changes has been reflected in the closing deferred tax balance at 9 April 2016.
6. EARNINGS PER ORDINARY SHARE
Basic earnings per share (EPS) has been calculated by dividing the profit for the financial period by the weighted average number of ordinary shares in issue during the period, excluding own shares held by employee share trusts.
For diluted earnings per share, the weighted average number of ordinary shares is adjusted to assume conversion of all potentially dilutive ordinary shares.
Adjusted earnings per ordinary share amounts are presented before exceptional items (see note 3) in order to allow a better understanding of the underlying trading performance of the Group.
Basic
Diluted
EPS
EPS
pence per
pence per
Profit
ordinary
ordinary
£m
share
share
28 weeks ended 9 April 2016
Profit/EPS
76
18.4 p
18.4p
Exceptional items, net of tax
(11)
(2.7)p
(2.7)p
Adjusted profit/EPS
65
15.7p
15.7p
28 weeks ended 11 April 2015
Profit/EPS
59
14.4p
14.2p
Exceptional items, net of tax
-
-
-
Adjusted profit/EPS
59
14.4p
14.2p
52 weeks ended 26 September 2015
Profit/EPS
103
25.0p
24.9p
Exceptional items, net of tax
44
10.7p
10.6p
Adjusted profit/EPS
147
35.7p
35.5p
The weighted average number of ordinary shares used in the calculations above are as follows:
2016
2015
2015
28 weeks
28 weeks
52 weeks
millions
millions
millions
For basic EPS calculations
413
411
412
Effect of dilutive potential ordinary shares:
- Contingently issuable shares
1
3
1
- Other share options
-
1
1
For diluted EPS calculations
414
415
414
7. DIVIDENDS
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
Declared and paid in the period
Final dividend for 52 weeks ended 26 September 2015 of 5.0p per share
21
-
-

An interim dividend of 2.5p per share, amounting to £10m, has been proposed by the Directors and will be paid on 4 July 2016 to those shareholders on the register at the close of business on 27 May 2016. This interim financial information does not reflect this dividend payable.

8. PROPERTY, PLANT AND EQUIPMENT
2016
2015
2015
9 April
11 April
26 September
restated*
£m
£m
£m
At beginning of period
4,242
4,237
4,237
Additions
88
91
158
Revaluation
-
-
(40)
Disposals
-
(1)
(5)
Depreciation provided during the period
(60)
(59)
(109)
Exchange differences
1
-
1
At end of period
4,271
4,268
4,242

*Restated for the fair valuation acquisition of Orchid Pub & Dining Limited and Midco 1 Limited (see note 14).

9. ANALYSIS OF NET DEBT
2016
2015
2015
9 April
11 April
26 September
£m
£m
£m
Cash and cash equivalents
152
152
163
Other cash deposits
120
120
120
Securitised debt
(2,015)
(2,071)
(2,027)
Liquidity facility
(155)
(147)
(147)
36
29
21
(1,862)
(1,917)
(1,870)
a
Represents the proportion of the fair value of the currency swap that is hedging the balance sheet value of the Group's US dollar denominated A3N loan notes. This amount is disclosed separately to remove the impact of exchange rate movements which are included in the securitised debt amount.

9. ANALYSIS OF NET DEBT (CONTINUED)

Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and other short-term highly liquid deposits with an original maturity at acquisition of three months or less. Cash held on deposit with an original maturity at acquisition of more than three months is disclosed as other cash deposits.
Securitised debt
The carrying value of the securitised debt in the Group balance sheet is analysed as follows:
2016
2015
2015
9 April
11 April
26 September
£m
£m
£m
Principal outstanding at beginning of period
2,031
2,078
2,078
Principal repaid during the period
(32)
(30)
(61)
Exchange on translation of dollar loan notes
15
22
14
Principal outstanding at end of period
2,014
2,070
2,031
Deferred issue costs
(7)
(8)
(8)
Accrued interest
8
9
4
Carrying value at end of period
2,015
2,071
2,027

Liquidity facility

Under the terms of the securitisation, the Group holds a liquidity facility of £295m provided by two counterparties. As a result of the decrease in credit rating of one of the counterparties, the Group was obliged to draw that counterparty's portion of the facility. The amount drawn at 9 April 2016 is £147m (11 April 2015 £147m, 26 September 2015 £147m). These funds are charged under the terms of the securitisation and are not available for use in the wider Group.

Unsecured revolving credit facilities

The Group holds two revolving credit facilities of £75m each, available for general corporate purposes. The amount drawn at 9 April 2016 is £8m (11 April 2015 £nil, 26 September £nil). Both facilities expire on 31 December 2017.

10. MOVEMENT IN NET DEBT
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
Net decrease in cash and cash equivalents
(11)
(103)
(92)
Add back cash flows in respect of other components of net debt:
- Transfers to other cash deposits
-
120
120
- Repayment of principal in respect of securitised debt
32
30
61
- Drawings under liquidity facility
(8)
-
-
Decrease in net debt arising from cash flows
13
47
89
Movement in capitalised debt issue costs net of accrued interest
(5)
(6)
(1)
Decrease in net debt
8
41
88
Opening net debt
(1,870)
(1,958)
(1,958)
Closing net debt
(1,862)
(1,917)
(1,870)

11. PENSIONS

Retirement and death benefits are provided for eligible employees in the United Kingdom, principally by the Mitchells & Butlers Pension Plan (MABPP) and the Mitchells & Butlers Executive Pension Plan (MABEPP). These plans are funded, HMRC approved, occupational pension schemes with defined contribution and defined benefit sections. The defined benefit section of the plans is now closed to future service accrual.

In addition, Mitchells & Butlers plc also provides a workplace pension plan in line with the Workplace Pensions Reform Regulations. This automatically enrols all eligible workers into a Qualifying Workplace Pension Plan.

Measurement of scheme assets and liabilities

Actuarial valuation

The actuarial valuations used for IAS 19 (revised) purposes are based on the results of the actuarial valuation carried out at 31 March 2013 and updated by the schemes' independent qualified actuaries to 9 April 2016. Scheme assets are stated at market value at 9 April 2016 and the liabilities of the schemes have been assessed as at the same date using the projected unit method. IAS 19 (revised) requires that the scheme liabilities are discounted using market yields at the end of the period on high quality corporate bonds.

The principal financial and mortality assumptions used at the balance sheet date have been updated to reflect changes in market conditions in the period and more up to date mortality assumptions, in line with those used in the 2013 actuarial valuation.

2016
2015
2015
28 weeks
28 weeks
52 weeks
Discount Rate
3.3%
3.1%
3.6%
Inflation (RPI)
2.9%
3.1%
3.1%
Implied life expectancies from age 65:
- MABPP male currently 45
24.3 years
24.3 years
24.3 years
- MABEPP male currently 45
27.6 years
27.6 years
27.6 years

11. PENSIONS (CONTINUED)

Minimum funding requirements

The results of the 2013 funding valuation showed a funding deficit of £572m, using a more prudent basis to discount the scheme liabilities than is required by IAS 19 (revised) and on 21 May 2014 the Company formally agreed a 10 year recovery plan with the Trustees to close the funding deficit in respect of its pension liabilities. The Group agreed to increase contributions from £40m to £45m per annum, for three years commencing 1 April 2013. From 1 April 2016 contributions then increase each year by the rate of RPI (subject to a minimum increase of 0% and a maximum increase of 5%) for the following seven years. As part of the recovery plan, the Group also made a further payment of £40m in September 2015 on terms agreed with the Trustees. Under IFRIC 14, an additional liability is recognised, such that the overall pension liability at the period end reflects the schedule of contributions in relation to a minimum funding requirement, should this be higher than the actuarial deficit.

Amounts recognised in respect of pension schemes

The following amounts relating to the Group's defined benefit and defined contribution arrangements have been recognised in the Group income statement and Group statement of comprehensive income:

Group income statement
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
Operating profit
Employer contributions (defined contribution plans)
(4)
(4)
(7)
Administrative costs (defined benefit plans)
(1)
(1)
(2)
Charge to operating profit
(5)
(5)
(9)
Finance costs
Net pensions finance charge on actuarial deficit
(2)
(3)
(6)
Additional pensions finance charge due to minimum funding
(4)
(5)
(9)
Net pensions finance charge
(6)
(8)
(15)
Total charge
(11)
(13)
(24)
Group statement of comprehensive income
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
Return on scheme assets and effects of changes in assumptions
30
(66)
13
Movement in pension liability due to minimum funding
(39)
57
(7)
Remeasurement of pension liability
(9)
(9)
6
Group balance sheet
2016
2015
2015
9 April
11 April
26 September
£m
£m
£m
Fair value of scheme assets
2,079
2,099
2,010
Present value of scheme liabilities
(2,128)
(2,340)
(2,112)
Actuarial deficit in the schemes
(49)
(241)
(102)
Additional liability recognised due to minimum funding
(291)
(179)
(248)
Total pension liability
(340)
(420)
(350)
Associated deferred tax asset
61
84
70

11. PENSIONS (CONTINUED)

Movements in the total pension liability are analysed as follows:
2016
2015
2015
28 weeks
28 weeks
52 weeks
£m
£m
£m
At beginning of period
(350)
(425)
(425)
Administration costs
(1)
(1)
(2)
Net pensions finance charge
(6)
(8)
(15)
Employer contributions
26
23
86
Remeasurement of pension liability
(9)
(9)
6
At end of period
(340)
(420)
(350)
12. FINANCIAL INSTRUMENTS
The table below sets out the valuation basis of financial instruments held at fair value by the Group:
13. RELATED PARTY TRANSACTIONS
There have been no related party transactions during the period or the previous period requiring disclosure under IAS 24 Related Party Disclosures.
14. RESTATEMENT OF PRIOR PERIOD INFORMATION

As a result of the acquisition accounting being finalised, the Group has restated the comparative amounts in the balance sheet as follows:

Goodwill and other intangible assets
18
(9)
9
Property, plant and equipment
4,273
(5)
4,268
Trade and other payables
(339)
1
(338)
Deferred tax asset
167
12
179
Deferred tax liability
(348)
1
(347)
INDEPENDENT REVIEW REPORT TO MITCHELLS & BUTLERS PLC
We have been engaged by the Company to review the condensed set of financial information in the half-yearly financial report for the 28 week period ended 9 April 2016 which comprises the Group condensed income statement, the Group condensed statement of comprehensive income, the Group condensed balance sheet, the Group condensed statement of changes in equity, the Group condensed cash flow statement and related notes 1 to 14. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 28 weeks ended 9 April 2016 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, UK
18 May 2016