08 May
2024
boohoo group
plc
Fashion first, future
focused, online apparel leader
Results for the 12 months
ended 29 February 2024
FY24 results in line with
market expectations, against challenging market
backdrop
Investment cycle complete -
well positioned to drive future profitable growth
|
|
|
2024
£ million
|
2023
£ million
|
Change
|
Gross
Merchandise Value (GMV)1
|
|
|
1,808.9
|
2,086.2
|
(13%)
|
Revenue
|
|
|
1,461.0
|
1,768.7
|
(17%)
|
Gross
profit
|
|
|
756.1
|
895.2
|
(16%)
|
Gross
margin
|
|
|
51.8%
|
50.6%
|
120bps
|
Operating
costs(8)
|
|
|
698.8
|
832.0
|
(16%)
|
Adjusted
measures(3):
|
|
|
|
|
|
Adjusted EBITDA(4)
|
|
|
58.6
|
63.3
|
(7%)
|
% of
revenue
|
|
|
4.0%
|
3.6%
|
40bps
|
Adjusted EBIT(5)
|
|
|
(18.0)
|
6.9
|
(24.9)
|
% of
revenue
|
|
|
(1.2%)
|
0.4%
|
(160bps)
|
Adjusted loss before
tax(6)
|
|
|
(31.0)
|
(1.6)
|
(29.4)
|
Adjusted diluted loss per
share(7)
|
|
|
(2.86p)
|
(0.02p)
|
(2.84p)
|
Statutory
measures:
|
|
|
|
|
|
Loss
before tax
|
|
|
(159.9)
|
(90.7)
|
(69.2)
|
Diluted
loss per share
|
|
|
(11.48p)
|
(6.13p)
|
(5.35p)
|
Net
cash(2) at year-end
|
|
|
(95.0)
|
5.9
|
(100.9)
|
|
|
|
|
|
|
|
Notes:
(1) GMV is all merchandise sold to customers after cancellations and
returns, including VAT, carriage receipts and premier subscription
income
(2) Net (debt)/cash is cash less
borrowings, excluding lease liabilities.
(3) Adjusted measures, which are
not statutory measures, show the underlying performance of the
group excluding large, non-cash and exceptional items (see note
1).
(4) Adjusted EBITDA is calculated
as loss before tax, interest, depreciation, amortisation,
share-based payment charges and exceptional
items.
(5) Adjusted EBIT is calculated as
loss before tax, interest, amortisation of acquired intangible
assets, share-based payment charges and exceptional
items.
(6) Adjusted loss before tax is
calculated as loss before tax, excluding amortisation of acquired
intangible assets, share-based payment charges and exceptional
items.
(7) Adjusted loss per share is
calculated as diluted earnings per share, adding back amortisation
of acquired intangible assets, share-based payment charges and
exceptional items.
(8) Operating costs is defined as
Distribution & Administrative Costs excluding depreciation,
amortisation, exceptional items & share based
payments
Financial
highlights
·
GMV down 13% vs FY23 to £1,809 million as group
performance continued to be impacted by a difficult macro-economic
environment. Positive trend in the performance of Core Brands
(boohoo, boohooMAN, PrettyLittleThing, Karen Millen, Debenhams
External Marketplace), with decline slowing from (9%) in H124 to
(4%) in H224, showing a clear improvement in trajectory
·
Revenue of £1,461 million, down 17% vs FY23
reflecting our increased focus on profitability and difficult
market conditions. Revenue growth was also impacted by the growth
of marketplace with its commission-only revenue model
·
Gross margin was 51.8%, up 120bps vs FY23,
reflecting growth of marketplace, the
impact of our cost savings programme and freight and raw material
price decreases
·
Operating costs of £699 million, down 16% vs FY23
driven by the actions taken under the ongoing cost savings
programme
·
Adjusted EBITDA margin improved to 4.0%, up 40bps
vs FY23, reflecting improvements in gross margin, cost reduction
initiatives and value unlocked from automation investment. Adjusted
EBITDA of £58.7 million, down 7% vs FY23
·
Inventory has increased by £29.9 million vs FY23,
largely driven by the investment in stock levels to support the
opening of the US Distribution centre
·
£64.8 million capital expenditure invested in
infrastructure for future growth, including the Sheffield
automation project and the US distribution
centre both of which were delivered
on time and on budget
·
Net Debt of £(95.0) million an increase of
£(100.9)m, driven by our investments in US inventory and capital
expenditure
·
Robust balance sheet with £123.7 million of land
and buildings, £200.3 million of fixtures and fittings, £208.0
million of inventory and £29.9 million investment in Revolution
Beauty
Operational highlights
·
Clear brand strategy with an increased focus on
our 5 core brands (boohoo, boohooMAN, PLT, Karen Millen and
Debenhams) which generate demand across a diverse, global customer
base
·
Strong growth of Debenhams marketplace;
capital-light, stockless model driving high margin growth and
expanding our customer proposition with more than 3,500 brands
onboarded, offering exceptional choice across fashion, beauty, and
home
·
Strategy to improve profitability across our
non-core labels by transitioning them to the Debenhams marketplace
showing results with improved performance in H224
·
Successful completion of two major capex
projects:
o Sheffield automation, delivering enhanced efficiency and
capacity
o US distribution centre, upgrading our
proposition with next day and express delivery options in a large,
strategic market
·
Leadership team strengthened with appointment of
Stephen Morana as CFO in February 2024
Outlook & Guidance
·
In FY24, we took significant steps to reposition
the group for sustainable, profitable growth
·
We are targeting GMV growth, as well as continued
improvements in adjusted EBITDA margin
·
We remain confident in 6-8% medium term EBITDA
margin target
·
In FY25, we will continue to leverage the
increasing efficiencies generated by our investment in automation
and capacity with an ongoing focus on cost reduction. We remain on
track to deliver annualised cost savings of £125 million across
cost of goods, supply chain and overheads in FY25
·
Significant capital expenditure reduction
expected in FY25 with investment cycle now complete
·
The Group expects to generate positive free cash
flow in FY25
John Lyttle, Group CEO,
commented:
"We have a highly loyal customer base and
throughout the year we remained focused on maintaining our position
as an industry leading, fashion-forward group with brands that
deliver on-trend, high quality fashion at great value prices. The
strength and diversity across our core brands means the Group is
well placed to serve a global customer base across fashion, beauty
and home.
Despite difficult market conditions, caused by high levels of
inflation and weakened consumer demand, we made continued progress
in the year. I am particularly encouraged with the ongoing trend of
improved performance in our core brands which saw GMV down 9% in
H124 and down just 4% in H224 demonstrating increasing momentum and
validating our strategy to focus on these brands which are much
loved by our customer base.
We continue to take actions to deliver on our goal of
bringing the entire group back to profitable growth. In FY24, we
completed our investment cycle with the launch of our US
distribution centre and the successful delivery of our Sheffield
Automation project. Sheffield is already delivering significant
efficiency improvements, which, together with the traction of
Debenhams marketplace, is generating margin improvement across the
group. We have also taken steps to transition several of our labels
over onto Debenhams marketplace to drive enhanced profitability.
This proved effective during the year and is something that will
drive additional profitability going forward. These factors,
combined with improving market conditions, give us strong
confidence in our medium-term outlook.
The group is now well positioned to return to growth, and we
are focused on ensuring that growth is both sustainable and
profitable. We will host a capital markets day in due course to
provide more detail on our strategy, key growth drivers and the
longer-term outlook for the Group".
Investor and analyst meeting
A webcast for analysts &
investors will be held at 9am (UK time) today. Following the
presentation, there will be a live Q&A session. The webcast is
available via the following link: https://brrmedia.news/BOO_PR24
A
recording will be made available on the boohoo investor relations
website after the webcast here: www.boohooplc.com/investors.htm
Enquiries
|
|
|
boohoo group plc
|
|
|
Stephen Morana, Chief Financial
Officer
|
Tel: +44 (0)161 233
2050
|
Pete Templeton, Group Finance
Director
|
Tel: +44 (0)161 233
2050
|
Michael Cooper, Investor
Relations
|
Tel: +44 (0)161 233
2050
|
Rebecca Jamieson, Investor
Relations
|
|
|
|
Zeus Capital - Nominated adviser and joint
broker
|
|
Andrew Jones / Dan Bate / James
Edis
|
Tel: +44 (0)161 831
1512
|
Benjamin Robertson
|
Tel: +44 (0)20 3829
5000
|
|
|
Jefferies - Joint broker
|
|
Ed Matthews / Harry Le
May
|
Tel: +44 (0)20 7029
8000
|
|
|
HSBC - Joint broker
|
|
Chloe Ponsonby / James
Hopton
|
Tel: +44 (0)20 7991
8888
|
|
|
Headland - Financial PR adviser
|
|
Susanna Voyle / Will
Smith
|
Tel: +44 (0)20 3725
7514
|
|
|
|
|
About boohoo group
plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006,
boohoo group is a fashion forward, inclusive and innovative
business. The Group's brands are complementary, vibrant and
scalable, delivering inspirational, on-trend fashion to our
customers 24/7. The diversity of our brands, including the group's
5 core brands, boohoo, boohooMAN, PrettyLittleThing, Karen Millen
and Debenhams, enable us to serve a broad customer base, globally,
with a primary focus on the UK and US markets. Since its
acquisition in 2021, Debenhams has been transformed from a retailer
into a digital marketplace with a capital-light, low-risk operating
model and a focus on fashion, beauty as well as home. Boohoo group
is concentrated on driving sustainable, profitable growth with
technology and automation increasing efficiency across the
business.
Cautionary Statement
Certain
statements included or incorporated by reference within this
announcement may constitute "forward-looking statements" in respect
of the group's operations, performance, prospects and/or financial
condition. Forward-looking statements are sometimes, but not
always, identified by their use of a date in the future or such
words and words of similar meaning as "anticipates", "aims", "due",
"could", "may", "will", "should", "expects", "believes", "intends",
"plans", "potential", "targets", "goal" or "estimates". By their
nature, forward-looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may
differ materially from those expressed or implied by those
statements. Accordingly, no assurance can be given that any
particular expectation will be met and reliance should not be
placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. No responsibility or
obligation is accepted to update or revise any forward-looking
statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a
profit forecast. This announcement does not constitute or form part
of any offer or invitation to sell, or any solicitation of any
offer to purchase any shares or other securities in the Company,
nor shall it or any part of it or the fact of its distribution form
the basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other
securities of the Company. Past performance cannot be relied upon
as a guide to future performance and persons needing advice should
consult an independent financial adviser. Statements in this
announcement reflect the knowledge and information available at the
time of its preparation. Liability arising from anything in this
announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that
cannot be excluded in accordance with such laws.
Review of the business
Performance during the
year
Overview
|
|
|
2024
|
2023
|
|
|
|
|
£ million
|
£
million
|
Change
|
Gross
Merchandise Value (GMV)(1)
|
|
|
1,808.9
|
2,086.2
|
(13%)
|
Revenue
|
|
|
1,461.0
|
1,768.7
|
(17%)
|
Gross
profit
|
|
|
756.1
|
895.2
|
(16%)
|
Gross
margin
|
|
|
51.8%
|
50.6%
|
120bps
|
Loss
before tax
|
|
|
(159.9)
|
(90.7)
|
(69.2)
|
Loss per
share
|
|
|
(11.48p)
|
(6.13p)
|
(5.35p)
|
Net
(debt)/cash(2) at year end
|
|
|
(95.0)
|
5.9
|
(100.9)
|
Adjusted
measures(3):
|
|
|
|
|
|
Adjusted EBITDA(4)
|
|
|
58.6
|
63.3
|
(7%)
|
% of
revenue
|
|
|
4.0%
|
3.6%
|
40bps
|
Adjusted EBIT(5)
|
|
|
(18.0)
|
6.9
|
(24.9)
|
% of
revenue
|
|
|
(1.2%)
|
0.4%
|
(160bps)
|
Adjusted loss before tax(6)
|
|
|
(31.0)
|
(1.6)
|
(29.4)
|
Adjusted loss per share(7)
|
|
|
(2.86p)
|
(0.02p)
|
(2.84p)
|
|
|
|
|
|
|
|
Notes:
(1) GMV
is a non-statutory measure, defined as: All merchandise sold to
customers after cancellations and returns, including VAT, carriage
receipts and premier subscription income.
(2) Adjusted measures, which are
not statutory measures, show the underlying performance of the
group, excluding large, non-cash and exceptional items (see note
1).
(3) Adjusted EBITDA is calculated
as loss before tax, interest, depreciation, amortisation,
share-based payment charges and exceptional items.
(4) Adjusted EBIT is calculated as
loss before tax, interest, amortisation of acquired intangible
assets, share-based payment charges and exceptional
items.
(5) Adjusted loss before tax is
calculated as loss before tax, excluding amortisation of acquired
intangible assets, share-based payment charges and exceptional
items.
(6) Adjusted loss per share is
calculated as loss per share, adding back amortisation of acquired
intangible assets, share-based payment charges and exceptional
items.
(7) Net cash is cash less
borrowings, excluding lease liabilities.
Group overview
GMV was down 13% vs FY23 to
£1,808.9 million from £2,086.2 million as group performance
continued to be impacted by a difficult macro-economic environment.
We saw a positive trend in the performance
of Core Brands (boohoo, boohooMAN, PrettyLittleThing, Karen Millen,
Debenhams External Marketplace), with decline slowing from (9%) in
H124 to (4%) in H224. Strong GMV growth
was also achieved within the Debenhams marketplace, a capital-light, stockless model, targeting the UK customer,
which has driven high margin growth and expanded our customer
proposition during the year, with over 3,500 brands
onboarded.
Group revenues for the period
declined by 17% (17% Constant Exchange Rate = "CER") to £1,461.0
million from £1,768.7 million in 2023. UK revenues declined 16%
reflecting the impact of the macro environment on consumer demand,
as well as price investments and the previously mentioned increase
of the Debenhams marketplace within the sales mix. International
revenues declined 20%, with extended delivery times continuing to
impact our customer proposition for most of the period and
annualisation against strong wholesale comparatives. The group's US
distribution centre went live in August with its first brand,
PrettyLittleThing, on time and on budget, as part of a phased
roll-out of brands into the site. This has transformed the delivery
proposition for customers in a key strategic market, and for brands
that are operationally live, delivery times have improved by 3 days
on average since launch.
The group's core brands, defined
as boohoo, boohooMAN, PrettyLittleThing, Karen Millen and Debenhams
External Marketplace accounted for 6 percentage points of the
group's total revenue decline. The growth of Marketplace resulted
in an additional negative 4 percentage points impact on revenue.
Marketplace has a commission only revenue model, where for own
brand sales the full value of the products sold is recognised as
revenue. Labels accounted for 8 percentage points of the group's
total revenue decline, following proactive actions taken to target
more profitable sales by transitioning them over to the Debenhams
marketplace.
Gross margin was 51.8%, up 120bps
on the prior period (2023: 50.6%). Adjusted EBITDA was £58.6
million (2023: £63.3 million), a decrease of 7%. Adjusted EBITDA
margin was 4.0%, up 40bps on the prior period (2023: 3.6%). Loss
before tax was £159.9 million (2023: £90.7 million). Loss per share
was 11.48p (2023: 6.13ps). Adjusted loss per share was 2.86p (2023:
0.02p).
The improvement in Adjusted EBITDA
margin reflected strong improvements seen across gross margins and
distribution costs, which improved by 120bps and 60bps respectively
year on year. The improvement in gross margin reflected tighter
inventory management and normalisation of freight and other
logistics costs. Distribution cost savings were driven by
significant efficiencies that have been unlocked from the
successful automation of our Sheffield distribution centre and from
the rationalisation of the UK warehousing profile following the
closure of the group's Daventry site in January.
Other administrative costs reduced
by 20% year on year and 50bps as a percentage of net sales,
reflective of the action taken as part of the group's cost
reduction programme. Marketing costs reduced by 3% as spend was
optimised across marketing channels but increased by 190bps as a
percentage of sales. This reflects the impact of the macro
environment on consumer demand, targeted investments in specific
growth opportunities as well as underlying inflationary pressures
across digital marketing channels. This will be assessed going
forwards through optimisation of marketing channels to drive
performance as well as brand activation campaigns to drive higher
levels of organic and direct traffic.
During the year, the group
incurred significant non-recurring costs, which are shown as
exceptional items in the financial statements and have not been
included in the adjusted performance measures. These items relate
to restructuring costs and impairment of assets associated with the
closure of the Daventry warehousing facility, set up costs
associated with the opening of a warehousing facility in the USA,
impairment of the group's acquired intangible assets, dual
technology platform running costs associated with the
re-platforming of the group's e-commerce front end to its own
in-house developed tech stacks, and redundancy costs associated
with the group's cost reduction programme. Additional exceptional
costs associated with the restructuring of the UK warehousing
facilities and dual technology platform running costs are expected
to be incurred in the next financial year. These exceptional items
amounted to £103.0 million and are detailed in note 1 of the
financial statements.
During the year the group
recognised a £10.2m gain within other reserves on transition of its
investment in Revolution Beauty plc, which was previously accounted
for as a financial asset at fair value through other comprehensive
income, as irrevocably designated at the time of investment, in
accordance with IFRS 9, and is now classified as an investment in
associate in accordance with IAS 28.
In accordance with the acquisition
agreement entered into with the non-controlling interests of
PrettyLittleThing.com Limited (announced on 28 May 2020),
16,112,331 Ordinary Shares in boohoo group plc were to be issued
subject to the group's share price averaging 491 pence per share
over a six-month period, up until a longstop date of 14 March 2024.
If this was not met, the consideration was to lapse.
As at 29 February 2024 the issuing
condition had not been met and could not have been met before the
longstop date of 14 March 2024. As a result, the shares to be
issued have been derecognised and recycled through other reserves
alongside the reserves created upon acquisition of the
non-controlling interest in PrettyLittleThing.com
Limited.
While trading conditions have
remained challenging due to cost inflation, uncertain consumer
demand and normalisation of the channel shift online, the group has
a strong business model and clear strategy which it is focussed on
executing to unlock market share. This will allow it to build on
its existing strengths of:
· Test
and repeat sourcing model that allows our brands to utilise our
diverse sourcing base with agility and flexibility whilst
minimising excess inventory risk
· Attractive brand portfolio that combines the latest trends
with outstanding value for consumers
· 16
million unique active customers
· A
broad target addressable market of up to 500 million potential
customers in key global markets
· Well-invested infrastructure that offers best-in-class,
efficient logistics and a strong customer proposition with our
first international distribution centre now live, and significant
capacity for future growth
· Strong balance sheet with significant liquidity
headroom
· Numerous growth opportunities through our brand's
direct-to-consumer proposition, Debenhams and other routes to
market, including strategic partnerships with select partners
globally
Key performance indicators
Active customer numbers in the
last 12 months decreased by 11% to 16 million whilst the conversion
rate to sale increased slightly by 80bps to 3.82% from 3.74%.
Average order value decreased by 3% to £51.68 and the number of
items per basket decreased slightly from 2.82 to 2.80. Average
order frequency decreased by 9% from 3.08 times to 2.79 times per
annum, reflecting the impact of the macro environment on consumer
demand.
Cash and working capital management
Operating cash inflow was £0.1
million (2023: £130.9 million inflow). The value of inventory held
has increased year on year by £29.9 million, in part due to
the opening of the warehousing facility
in the USA.
Capital expenditure of £64.8
million included investment in property
and distribution centres of £26.9 million, mainly around
the opening
of the warehousing
facility in the USA. Net cash outflow was £100.9
million (2023: £229.6 million inflow). Net debt at the year-end
increased to £95.0 million (2023: £5.9 million net cash), with
total liquidity of £230.0 million.
During the prior year the group
secured a new £325 million rolling capital facility, increasing
from the previous £100 million facility.
The facility remains fully drawn at the end of February
2024.
The group will continue to make
selective investments to support its platform and brands, in line
with its internal investment criteria and in a manner that reflects
the current macro-economic environment.
Performance by market
UK
The UK market continues to be the
largest for the group, accounting for 63% of revenue (2023: 62%).
Revenue was £921.5 million declining by 16% on 2023
reflecting the impact of the macro environment on
consumer demand, as well as price investments and the increase of
the Debenhams Marketplace within the sales mix. Gross margin improved from 47.9% to 50.0% and return rates
have reduced slightly, which is attributable to product mix, the
capturing of deflation in our supply chain and pass-through of
lower prices to our consumers.
USA
USA revenues declined 18% on the
prior year. Delivery times to the USA for most of the period
remained elevated compared to pre-pandemic levels, and this has
undoubtedly impacted demand. Successful go-live of the group's US
distribution centre on time and on budget in August has transformed
the delivery proposition for US customers, and there will be a
phased roll-out of brands operating in the facility over
time. Return rates have decreased year on
year reflecting brand mix. Gross margin
reduced from 58.0% to 55.9% reflecting brand mix as well as the
impact of duties associated with the new distribution
centre.
Rest of Europe
Revenue in the rest of Europe
decreased by 20% year on year to £165.8 million (2023: £206.5
million), with performance impacted by annualisation against strong
wholesale comparatives. Gross margin improved slightly from 52.0%
to 52.7% and return rates decreased year on year.
Rest of
world
Revenue in the rest of the world
decreased by 30% on the prior year to £74.6 million (2023: £107.0
million). Gross margin improved from 50.7% to 54.8% with return
rates decreased year on year.
Financial review
Revenue by geographical market
|
2024
|
2023
|
|
|
|
£ million
|
£
million
|
Change
|
Change
CER
|
UK
|
921.5
|
1,091.5
|
(16%)
|
(16%)
|
Rest of
Europe
|
165.8
|
206.5
|
(20%)
|
(19%)
|
USA
|
299.1
|
363.7
|
(18%)
|
(18%)
|
Rest of
world
|
74.6
|
107.0
|
(30%)
|
(30%)
|
|
1,461.0
|
1,768.7
|
(17%)
|
(17%)
|
KPIs
|
2024
|
2023
|
Change
|
Active
customers(1)
|
16.0
million
|
18.0
million
|
(11%)
|
Number of
orders
|
48.5
million
|
55.5
million
|
(13%)
|
Order
frequency(2)
|
2.79
|
3.08
|
(9%)
|
Conversion rate to sale (3)
|
3.82%
|
3.74%
|
2%
|
Average
order value(4)
|
£51.68
|
£53.32
|
(3%)
|
Number of
items per basket
|
2.80
|
2.82
|
(1%)
|
(1) Defined as having shopped in
the last 12 months on the website and app, including
marketplace.
(2) Defined as number of website
and app orders in last 12 months divided by number of active
customers.
(3) Defined as the percentage of
website and app orders taken to internet sessions.
(4) Calculated as gross sales
including sales tax divided by the number of
orders.
Consolidated income statement
|
2024
|
2023
|
Change
|
|
£ million
|
£
million
|
|
Gross
Merchandise Value (GMV)
|
1,808.9
|
2,086.2
|
(13%)
|
|
|
|
|
Revenue
|
1,461.0
|
1,768.7
|
(17%)
|
Cost of
sales
|
(704.9)
|
(873.5)
|
(19%)
|
Gross
profit
|
756.1
|
895.2
|
(16%)
|
Gross
margin
|
51.8%
|
50.6%
|
120 bps
|
|
|
|
|
Operating
costs
|
(698.8)
|
(832.1)
|
|
Other
income
|
1.3
|
0.2
|
|
Adjusted
EBITDA
|
58.6
|
63.3
|
(7%)
|
Adjusted EBITDA margin
%
|
4.0%
|
3.6%
|
40 bps
|
|
|
|
|
Depreciation
|
(48.0)
|
(39.5)
|
|
Amortisation of other intangible assets
|
(28.6)
|
(16.9)
|
|
Adjusted
EBIT
|
(18.0)
|
6.9
|
(361%)
|
Adjusted EBIT margin
%
|
(1.2%)
|
0.4%
|
(160bps)
|
|
|
|
|
Adjusting
items:
|
|
|
|
Amortisation of acquired intangible assets
|
(8.4)
|
(12.2)
|
|
Equity-settled share-based payment charges
|
(17.5)
|
(32.0)
|
|
Exceptional items and impairment
|
(103.0)
|
(44.9)
|
|
Operating
loss
|
(146.9)
|
(82.2)
|
(79%)
|
|
|
|
|
Finance
income
|
9.5
|
3.5
|
|
Finance
expense
|
(22.5)
|
(12.0)
|
|
Loss before
tax
|
(159.9)
|
(90.7)
|
(76%)
|
|
|
|
|
Tax
|
19.0
|
15.1
|
|
Loss after
tax
|
(140.9)
|
(75.6)
|
(86%)
|
|
|
|
|
Share of
results of associate
|
3.1
|
-
|
|
Loss for the
year
|
(137.8)
|
(75.6)
|
(82%)
|
|
|
|
|
Loss per
share
|
(11.48)p
|
(6.13)p
|
(78%)
|
|
|
|
|
Adjusted loss after tax for
the year
|
(34.3)
|
(0.2)
|
(17,050%)
|
Amortisation of acquired intangible assets
|
(8.4)
|
(12.2)
|
|
Share-based payment charges
|
(17.5)
|
(32.0)
|
|
Exceptional items and impairment
|
(103.0)
|
(44.9)
|
|
Share of
results of associate
|
3.1
|
-
|
|
Adjustment for tax
|
22.3
|
13.7
|
|
Loss after tax for the
year
|
(137.8)
|
(75.6)
|
(82%)
|
|
|
|
|
Adjusted loss per
share
|
(2.86)p
|
(0.02)p
|
(17,529%)
|
GMV was down 13% vs FY23 to
£1,808.9 million from £2,086.2 million and group revenue for the year declined by 17% (17% CER) when
compared to the previous year at £1,461.0 million (2023: £1,768.7
million), reflecting the impact of the macro environment on
consumer demand.
Adjusted EBITDA, which is not a
statutory measure, represents earnings before interest, tax,
depreciation, amortisation, non-cash share-based payments charges
and exceptional items. It provides a useful measure of the
underlying profitability of the business. Adjusted EBITDA decreased
by 7% from £63.3 million to £58.6 million and Adjusted EBITDA
margin increased from 3.6% to 4.0%, reflecting strong improvements
seen across gross margins and distribution costs, which improved by
120bps and 60bps respectively year on year.
Operating costs, comprising
distribution costs and administrative expenses, excluding
depreciation and amortisation, have increased by 80bps to 47.8% of
revenue. Other administrative costs reduced by 20% year on year and
50bps as a percentage of net sales, reflective of the action taken
as part of the group's cost reduction programme. Marketing costs
reduced by 3% as spend was optimised across marketing channels but
increased by 190bps as a percentage of sales. This reflects the
impact of the macro environment on consumer demand, targeted
investments in specific growth opportunities as well as underlying
inflationary pressures across digital marketing
channels.
Adjusted profit / (loss) after
tax, as with Adjusted EBITDA, provides another more consistent
measure of the underlying profitability of the business by removing
non-cash amortisation of intangible assets relating to the
acquisition of new brands (being their trademarks and customer
lists), share-based payment charges and exceptional
items.
The group recognised a total
expense of £17.5 million during the year (2023: £32.0 million)
relating to equity-settled share-based payment
transactions.
Exceptional items amounted to
£103.0 million and are shown in more detail in note 1 of the
financial statements. These items relate to restructuring costs and
impairment of assets associated with the closure of the Daventry
warehousing facility, set up costs associated with the opening of a
warehousing facility in the USA, impairment of the group's acquired
intangible assets, dual technology platform running costs
associated with the re-platforming of the group's e-commerce front
end to its own in-house developed tech stacks, and redundancy costs
associated with the group's cost reduction programme. Additional
exceptional costs associated with the restructuring of the UK
warehousing facilities and dual technology platform running costs
are expected to be incurred in the next financial
year.
A tax credit of £19.0m has been
recognised, which represents an effective rate of tax for the year
of 11.9% (2023: 16.6%). This is lower than the tax credit
calculated when multiplying the loss before tax at the blended UK
statutory rate of tax for the year of 24.5% (2023: 19.0%), due to
expenditure not deductible for tax purposes, being principally
depreciation on buildings and fit-out, disallowable legal claims
and share-based payment charges on growth shares.
Consolidated statement of financial
position
|
2024
|
2023
|
|
£ million
|
£
million
|
Intangible assets
|
104.3
|
131.5
|
Property, plant and
equipment
|
349.3
|
371.6
|
Right-of-use assets
|
85.6
|
136.4
|
Financial assets
|
0.3
|
15.6
|
Investment in associate
|
29.6
|
-
|
Deferred tax asset
|
32.1
|
23.5
|
Non-current assets
|
601.2
|
678.6
|
|
|
|
Working capital
|
(92.8)
|
(104.9)
|
Lease liabilities
|
(121.9)
|
(138.6)
|
Net financial
assets/(liabilities)
|
2.3
|
(16.8)
|
Cash and cash
equivalents
|
230.0
|
330.9
|
Interest-bearing loans and
borrowings
|
(325.0)
|
(325.0)
|
Deferred tax liability
|
(16.8)
|
(24.2)
|
Net current tax asset
|
2.7
|
-
|
Net assets
|
279.7
|
400.0
|
There has been a substantial
investment in property and distribution centres to facilitate our
next phase of growth. Balance sheet strength is maintained with
£134.6 million of unencumbered freehold assets. The value of inventory held has increased year on year by
£29.9 million as a result of the opening of the warehousing facility in the USA, necessitating the
maintenance of adequate inventory levels across multiple
territories.
During the period, the group
incurred significant non-recurring costs, which are shown as
exceptional items in the financial statements and have not been
included in the adjusted performance measures. These items include
impairment of assets associated with the closure of the Daventry
warehousing facility and impairment of the group's acquired
intangible assets.
During the year ended 28 February
2023 26.47% of the issued share capital of Revolution Beauty Group
plc ("REVB") was acquired. The equity accounting requirements of
IAS 28 (Investments in associates and joint ventures) were
considered, and it was determined that significant influence did
not exist either at the time of initial recognition or as at
28 February 2023. The equity investment
was accounted for as a financial asset under IFRS 9 with the
option taken to hold at fair value through other comprehensive
income, as irrevocably designated at the date of
recognition.
On 18
July 2023 the group entered into a settlement agreement with REVB
regarding the reconstitution of the REVB board. The group also
increased its shareholding in REVB to 27.13%.
The equity accounting requirements of IAS 28 were
reconsidered, and it was determined that significant influence did
exist as a result of the settlement agreement, access to accounting
records and reconstitution of the REVB board (including the
appointment of Neil Catto, former group CFO and NED, and Alistair
McGeorge, who remains a NED on the group's board). As a result the
investment has been accounted for as an associate under IAS 28 from
18 July 2023. The investment, which was previously accounted for
under IFRS 9, was derecognised and the cumulative gain recognised
in other comprehensive income of £10.2m was reclassified to other
reserves as a revaluation adjustment in line with IFRS 9 and the
group's accounting policy.
Under the equity accounting
requirements of IAS 28 the group's share
of the results of associate for the period from 18 July 2023 to 29
February 2024 is included in the carrying value of the associate in
the group statement of financial position and included within the
group income statement using the equity method of
accounting.
Intangible and fixed-asset additions
|
2024
|
2023
|
|
£ million
|
£
million
|
Purchased intangible and fixed assets
|
|
|
Intangible assets
|
|
|
Software and
licences
|
32.2
|
32.1
|
|
32.2
|
32.1
|
Tangible fixed assets
|
|
|
Distribution
centres
|
26.9
|
46.8
|
Offices, office equipment,
fixtures and fit-outs
|
5.7
|
12.3
|
|
32.6
|
59.1
|
|
|
|
Total intangible and fixed-asset additions
|
64.8
|
91.2
|
Liquidity and financial
resources
Operating cash inflow was £0.1
million compared to an inflow of £130.9 million in the previous
year and free cash outflow after tax was £63.0 million compared to
an inflow of £30.7 million in the previous financial year. Capital
expenditure and intangible asset purchases were £64.8 million,
which includes a £26.9 million investment in our distribution
centres to support future growth. The value of inventory held has
increased year on year by £29.9 million as a result of the
opening of
the warehousing facility in the USA, necessitating the
maintenance of adequate inventory levels across multiple
territories. The closing cash balance for
the group was £230.0 million and the net debt balance £95.0
million.
Consolidated cash flow
statement
|
|
|
|
2024
|
2023
|
|
£ million
|
£
million
|
Loss for the
year
|
(137.8)
|
(75.6)
|
|
|
|
Share-based payments charge
|
17.5
|
32.0
|
Depreciation charges and amortisation
|
85.0
|
68.6
|
Impairment charges
|
75.7
|
13.4
|
Gain on
sale of property, plant and equipment
|
(0.1)
|
-
|
Reclassification to profit or loss of discontinued hedge
contracts
|
(13.9)
|
14.3
|
Share of
results of associates
|
(3.1)
|
-
|
Finance
income
|
(9.5)
|
(3.5)
|
Finance
expense
|
22.5
|
12.0
|
Tax
credit
|
(19.0)
|
(15.1)
|
(Increase)/decrease in inventories
|
(29.9)
|
101.3
|
Decrease
in trade and other receivables
|
5.2
|
19.4
|
Increase/(decrease) in trade and other payables
|
7.5
|
(35.9)
|
Operating cash
inflow
|
0.1
|
130.9
|
|
|
|
Capital
expenditure and intangible asset purchases
|
(64.8)
|
(91.2)
|
Investments in equity instruments
|
(1.3)
|
(15.3)
|
Proceeds
from the sale of property, plant and equipment
|
1.2
|
0.5
|
Tax
repaid
|
1.8
|
5.8
|
Free cash (out)/inflow after
tax
|
(63.0)
|
30.7
|
|
|
|
Net
proceeds from the issue of ordinary shares
|
0.1
|
0.2
|
Purchase
of own shares by EBT
|
(15.3)
|
(7.4)
|
Finance
income received
|
10.1
|
2.7
|
Finance
expense paid
|
(15.9)
|
(9.6)
|
Lease
payments
|
(16.9)
|
(12.0)
|
Increase
in borrowings
|
-
|
225.0
|
Net cash
(out)/inflow
|
(100.9)
|
229.6
|
|
|
|
Cash and cash equivalents at
beginning of year
|
330.9
|
101.3
|
Cash and cash equivalents at
end of year
|
230.0
|
330.9
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
for the year ended 29 February
2024
|
Note
|
2024
pre-exceptional
items
|
2024 exceptional
items(1)
|
2024
total(2)
|
2023
pre-exceptional
items
|
2023
exceptional items(1)
|
2023
total(2)
|
|
|
£ million
|
£ million
|
£ million
|
£
million
|
£
million
|
£
million
|
Revenue
|
2
|
1,461.0
|
-
|
1,461.0
|
1,768.7
|
-
|
1,768.7
|
Cost of
sales
|
|
(704.9)
|
-
|
(704.9)
|
(873.5)
|
-
|
(873.5)
|
Gross
profit
|
|
756.1
|
-
|
756.1
|
895.2
|
-
|
895.2
|
|
|
|
|
|
|
|
|
Distribution costs
|
|
(360.0)
|
(71.5)
|
(431.5)
|
(427.9)
|
(20.0)
|
(447.9)
|
Administrative expenses
|
|
(441.3)
|
(31.5)
|
(472.8)
|
(504.8)
|
(24.9)
|
(529.7)
|
Amortisation of acquired
intangibles
|
(8.4)
|
(22.4)
|
(30.8)
|
(12.2)
|
-
|
-
|
Other administrative
expenses
|
(432.9)
|
(9.1)
|
(442.0)
|
(492.6)
|
(24.9)
|
(517.5)
|
|
|
|
|
|
|
|
|
Other
income
|
3
|
1.3
|
-
|
1.3
|
0.2
|
-
|
0.2
|
Operating
loss
|
|
(43.9)
|
(103.0)
|
(146.9)
|
(37.3)
|
(44.9)
|
(82.2)
|
|
|
|
|
|
|
|
|
Finance
income
|
4
|
9.5
|
-
|
9.5
|
3.5
|
-
|
3.5
|
Finance
expense
|
4
|
(22.5)
|
-
|
(22.5)
|
(12.0)
|
-
|
(12.0)
|
Loss before
tax
|
6
|
(56.9)
|
(103.0)
|
(159.9)
|
(45.8)
|
(44.9)
|
(90.7)
|
|
|
|
|
|
|
|
|
Taxation
|
10
|
2.1
|
16.9
|
19.0
|
6.6
|
8.5
|
15.1
|
Loss after
tax
|
|
(54.8)
|
(86.1)
|
(140.9)
|
(39.2)
|
(36.4)
|
(75.6)
|
|
|
|
|
|
|
|
|
Share of
results of associate
|
14
|
3.1
|
-
|
3.1
|
-
|
-
|
-
|
Loss for the
year
|
|
(51.7)
|
(86.1)
|
(137.8)
|
(39.2)
|
(36.4)
|
(75.6)
|
|
Total other comprehensive
(loss)/income for the year
|
Items that may be
reclassified to profit or loss:
|
|
|
|
|
|
(Gain)/loss reclassified to profit and loss during the
year
|
(2.4)
|
-
|
(2.4)
|
16.2
|
-
|
16.2
|
Fair
value gain/(loss) on cash flow hedges during the
year(3)
|
7.4
|
-
|
7.4
|
(28.7)
|
-
|
(28.7)
|
Income
tax relating to these items
|
(1.2)
|
-
|
(1.2)
|
2.4
|
-
|
2.4
|
Total other comprehensive
income/(loss) for the year
|
3.8
|
-
|
3.8
|
(10.1)
|
-
|
(10.1)
|
Total comprehensive loss for
the year
|
(47.9)
|
(86.1)
|
(134.0)
|
(49.3)
|
(36.4)
|
(85.7)
|
Loss per
share
|
7
|
|
|
|
|
|
|
Basic
|
|
|
|
(11.48)p
|
|
|
(6.13)p
|
Diluted
|
|
|
|
(11.48)p
|
|
|
(6.13)p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. See
note 1, exceptional items.
2. 2024
and 2023 total is the IFRS-compliant measure for the consolidated
statement of comprehensive income.
3.
Net fair value gains on cash flow hedges will be
reclassified to profit or loss during the two years to 28 February
2026.
NOTES TO THE FINANCIAL
STATEMENTS
(forming part of the financial
statements)
1 Accounting policies
General
information
The boohoo group plc operates as a
multi-brand online retailer, based in the UK, and is a public
limited company incorporated and domiciled in Jersey and listed on
the Alternative Investment Market (AIM) of the London Stock
Exchange. Its registered office address is 12 Castle Street, St
Helier, Jersey JE2 3RT. The company was incorporated on 19 November
2013.
Basis of
preparation
The consolidated financial
statements of the group have been approved by the directors and
prepared on a going concern basis in accordance with UK-adopted
international accounting standards and the Companies (Jersey) Law
1991.
The financial statements have been
approved on the assumption that the group and company remain a
going concern. The group has cash resources and credit facilities
sufficient to continue solvent trading in the face of an unforeseen
downturn in demand.
New and amended statements adopted by the
group
The following new standards and
amendments to standards have been adopted by the group for the
first time during the year commencing 1 March 2023. These standards
have not had a material impact on the entity in the current
reporting period and are not expected to in future reporting
periods.
· Amendments to IFRS 17: Insurance Contracts
· Amendments to IAS 1: Presentation of Financial
Statements
· Amendments to IAS 8: Accounting policies, Changes in
Accounting Estimates and Errors
· Amendments to IAS 12: Income Taxes
· Amendments to IFRS 17: Insurance Contracts
Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the group.
The following standards have been
published for accounting periods beginning after 1 March 2024 but
have not been adopted by the UK and have not been early adopted by
the group and could have an impact on the group financial
statements. These standards are not expected to have a material
impact on the entity in the current or future reporting
periods.
· Amendments to IAS1: Classification of Liabilities as Current
or Non-current
· Amendments to IAS1: Non-current Liabilities with
Covenants
· Amendments to IFRS 16: Leases (Lease Liability in a Sale and
Leaseback)
· Amendments to IAS 7: Statement of Cash Flows (Supplier
Finance Arrangements)
· Amendments to IFRS 7: Financial Instruments (Supplier
Finance Arrangements)
· Amendments to IAS 21: The Effects of Changes in Foreign
Exchange Rate (Lack of Exchangeability)
Measurement
convention
The consolidated financial
statements have been prepared under the historical cost convention,
excluding financial assets and financial liabilities (including
derivative instruments) held at either fair value through profit or
loss or fair value through other comprehensive income, and
excluding assets and liabilities acquired through acquisitions and
held at fair value. The principal accounting policies adopted in
the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years
presented, unless otherwise stated.
Exceptional
items
The group exercises judgement in
assessing whether items should be classified as exceptional. This
assessment covers the nature of the item, cause of occurrence and
scale of impact of that item on the reported performance. The
exceptional costs in these financial statements include:
· restructuring
costs and impairment of assets associated with the closure of the
Daventry warehousing facility
· set up costs
associated with the opening of a warehousing facility in the
USA
· impairment of
the group's acquired intangible assets
· dual technology
platform running costs associated with the re-platforming of the
group's e-commerce front end to its own in-house developed tech
stacks
· redundancy costs
associated with the group's cost reduction programme
Exceptional costs and
impairment of assets
|
2024
£ million
|
2023
£
million
|
Selling and distribution
costs
|
|
|
Impairment of UK warehouse right-of-use asset
|
34.2
|
3.6
|
Impairment of UK warehouse property, plant and
equipment
|
19.1
|
3.3
|
USA
warehouse set up costs
|
11.6
|
2.4
|
UK
warehouse restructuring and dual operating costs
|
6.6
|
2.4
|
Sheffield
automation disruption costs
|
-
|
8.3
|
|
71.5
|
20.0
|
Administration
expenses
|
|
|
Impairment of acquired intangibles
|
22.4
|
-
|
Redundancy costs
|
5.2
|
4.1
|
Technology platform - dual running costs
|
3.9
|
-
|
Reclassification to profit or loss of discontinued hedge
contracts
|
-
|
14.3
|
Impairment of property, plant and equipment at loss-making
operations
|
-
|
6.5
|
|
31.5
|
24.9
|
|
|
|
Total before
tax
|
103.0
|
44.9
|
Tax
|
(16.9)
|
(8.5)
|
Total after
tax
|
86.1
|
36.4
|
2
Segmental analysis
IFRS 8, 'Operating Segments',
requires operating segments to be determined based on the group's
internal reporting to the chief operating decision maker. The chief
operating decision maker is considered to be the executive board,
which has determined that the primary segmental reporting format of
the group is by geographic region. The group strategy is to
increase market share in each territory using the optimum mix of
brands that is appropriate for each market, taking into account
factors such as consumer preference, established presence and brand
appeal.
|
|
Year
ended 29 February 2024
|
|
UK
|
Rest
of
Europe
|
USA
|
Rest
of
world
|
Total
|
|
£
million
|
£
million
|
£
million
|
£
million
|
£
million
|
Revenue
|
921.5
|
165.8
|
299.1
|
74.6
|
1,461.0
|
Cost of sales
|
(460.8)
|
(78.4)
|
(132.0)
|
(33.7)
|
(704.9)
|
Gross profit
|
460.7
|
87.4
|
167.1
|
40.9
|
756.1
|
|
|
|
|
|
|
Distribution costs
|
-
|
-
|
-
|
-
|
(431.5)
|
Administrative expenses -
other
|
-
|
-
|
-
|
-
|
(442.0)
|
Amortisation of acquired
intangibles
|
-
|
-
|
-
|
-
|
(30.8)
|
Other income
|
-
|
-
|
-
|
-
|
1.3
|
Operating loss
|
-
|
-
|
-
|
-
|
(146.9)
|
|
|
|
|
|
|
Finance income
|
-
|
-
|
-
|
-
|
9.5
|
Finance expense
|
-
|
-
|
-
|
-
|
(22.5)
|
Loss before tax
|
-
|
-
|
-
|
-
|
(159.9)
|
|
|
|
|
|
|
|
|
|
|
Year
ended 28 February 2023
|
|
UK
|
Rest
of
Europe
|
USA
|
Rest
of
world
|
Total
|
|
£
million
|
£
million
|
£
million
|
£
million
|
£
million
|
Revenue
|
1,091.5
|
206.5
|
363.7
|
107.0
|
1,768.7
|
Cost of sales
|
(569.1)
|
(99.1)
|
(152.6)
|
(52.7)
|
(873.5)
|
Gross profit
|
522.4
|
107.4
|
211.1
|
54.3
|
895.2
|
|
|
|
|
|
|
Distribution costs
|
-
|
-
|
-
|
-
|
(447.9)
|
Administrative expenses -
other
|
-
|
-
|
-
|
-
|
(517.5)
|
Amortisation of acquired
intangibles
|
-
|
-
|
-
|
-
|
(12.2)
|
Other income
|
-
|
-
|
-
|
-
|
0.2
|
Operating loss
|
-
|
-
|
-
|
-
|
(82.2)
|
|
|
|
|
|
|
Finance income
|
-
|
-
|
-
|
-
|
3.5
|
Finance expense
|
-
|
-
|
-
|
-
|
(12.0)
|
Loss before tax
|
-
|
-
|
-
|
-
|
(90.7)
|
|
|
|
|
|
|
|
|
Due to the nature of its
activities, the group is not reliant on any individual
customers.
No analysis of the assets and
liabilities of each operating segment is provided to the chief
operating decision maker in the monthly management accounts;
therefore, no measure of segmental assets or liabilities is
disclosed in this note. Non-current assets located outside the UK
comprise a right-of-use asset, warehouse fixtures and fittings and
offices in the USA with a net book value of £101.9 million (2023:
£107.4 million).
3
Other income
|
|
2024
|
2023
|
|
|
£ million
|
£
million
|
Property rental income
|
|
0.4
|
0.1
|
R&D expenditure tax
credit
|
|
0.9
|
0.1
|
|
|
1.3
|
0.2
|
4
Finance income and expense
|
2024
|
2023
|
|
£ million
|
£
million
|
Finance income: Bank interest
received
|
9.5
|
3.5
|
|
|
|
Finance expense: RCF interest paid
and accrued
|
(18.3)
|
(9.6)
|
Finance expense: IFRS 16 lease
interest
|
(2.9)
|
(1.7)
|
Finance expense: RCF arrangement and
facility fees
|
(1.3)
|
(0.7)
|
|
(22.5)
|
(12.0)
|
5
Auditors' remuneration
|
2024
|
2023
|
|
£ million
|
£
million
|
Audit of these financial
statements
|
0.6
|
0.6
|
Disclosure below based on
amounts receivable in respect of services to the
group
|
|
Amounts
receivable by auditors and their associates in respect
of:
|
|
Audit of financial statements of
subsidiaries pursuant to legislation
|
-
|
-
|
|
0.6
|
0.6
|
|
|
|
|
6 Profit before tax
Profit before tax is stated after
charging:
|
2024
|
2023
|
|
£ million
|
£
million
|
Short-term operating lease rentals
for buildings
|
0.2
|
0.1
|
Equity-settled share-based payment
charges
|
17.5
|
32.0
|
Exceptional costs, excluding
impairment (note 1)
|
27.3
|
31.5
|
Depreciation of property, plant and
equipment (note 12)
|
33.7
|
26.7
|
Impairment of property, plant and
equipment (notes 1, 12)
|
19.1
|
9.8
|
Depreciation of right-of-use assets
(note 13)
|
14.3
|
12.8
|
Impairment of right-of-use assets
(notes 1, 13)
|
34.2
|
3.6
|
Amortisation of intangible assets
(note 11)
|
28.6
|
16.9
|
Impairment of intangible assets
(notes 1, 11)
|
22.4
|
-
|
Amortisation of acquired intangible
assets (note 11)
|
8.4
|
12.2
|
7 Earnings per share
Basic earnings per share is
calculated by dividing profit after tax attributable to members of
the holding company by the weighted average number of shares in
issue during the year. Own shares held by the Employee Benefit
Trust are eliminated from the weighted average number of shares.
Diluted earnings per share is calculated by dividing the result
after tax attributable to members of the holding company by the
weighted average number of shares in issue during the year,
adjusted for potentially dilutive share options, except when there
is a loss, in which case the basic measure is used.
|
2024
|
2023
|
Weighted
average shares in issue for basic earnings per share
|
1,199.5
|
1,233.0
|
Dilutive
share options
|
88.0
|
69.4
|
Weighted
average shares in issue for diluted earnings per share
|
1,287.5
|
1,302.4
|
|
|
|
Loss (£
million)
|
(137.8)
|
(75.6)
|
Loss per
share
|
(11.48)p
|
(6.13)p
|
|
|
|
Loss (£
million)
|
(137.8)
|
(75.6)
|
Adjusting
items:
|
|
|
Amortisation of intangible assets arising on
acquisitions
|
8.4
|
12.2
|
Share-based payments charges
|
17.5
|
32.0
|
Exceptional items (note 1)
|
27.3
|
31.5
|
Impairment of assets (note 1)
|
75.7
|
13.4
|
Share of
results of associate
|
(3.1)
|
-
|
Adjustment for tax
|
(22.3)
|
(13.7)
|
Adjusted
loss
|
(34.3)
|
(0.2)
|
Adjusted loss per share
(basic)
|
(2.86)p
|
(0.02)p
|
Adjusted loss per share
(diluted)
|
(2.86)p
|
(0.02)p
|
Adjusted earnings and adjusted
earnings per share is a non-IFRS measure, which, in management's
opinion, gives a more consistent measure of the underlying
performance of the business excluding non-cash accounting charges
and gains relating to the amortisation of intangible assets valued
upon acquisitions, non-cash share-based payment charges,
exceptional items and the group's share of results of
associate.
8 Staff numbers and costs
The average monthly number of
persons employed by the group (including directors) during the
year, analysed by category, was as follows:
|
Number of
employees
|
|
|
2024
|
2023
|
Administration
|
2,098
|
2,475
|
Distribution
|
2,981
|
3,715
|
|
5,079
|
6,190
|
|
|
|
|
The
aggregate payroll costs of these persons were as
follows:
|
2024
|
2023
|
|
£ million
|
£
million
|
Wages and salaries
|
163.3
|
176.3
|
Social security costs
|
16.7
|
19.0
|
Post-employment benefits
|
4.4
|
4.4
|
Equity-settled share-based payment
charges
|
17.5
|
32.0
|
|
201.9
|
231.7
|
9 Directors' and key management compensation
|
2024
|
2023
|
|
£ million
|
£
million
|
Short-term employee
benefits
|
23.5
|
21.8
|
Post-employment benefits
|
0.4
|
0.3
|
Equity-settled share-based payment
charges
|
3.4
|
4.5
|
|
27.3
|
26.6
|
Directors' and key management
compensation comprises the group directors and executive committee
members.
10 Taxation
|
2024
|
2023
|
|
|
£ million
|
£
million
|
|
Analysis of credit in year
|
|
|
|
|
|
|
|
Current tax on income for the
year
|
0.3
|
-
|
|
Adjustments in respect of prior year
taxes
|
(3.3)
|
2.0
|
|
Deferred taxation
|
(16.0)
|
(17.1)
|
|
Tax
credit
|
(19.0)
|
(15.1)
|
|
Income tax expense computations
are based on the jurisdictions in which taxable profits were earned
at prevailing rates in those jurisdictions. The company is subject
to Jersey income tax at the standard rate of 0%. The reconciliation
below relates to tax incurred in the UK where the group is
primarily tax resident. The total tax charge differs from the
amount computed by applying the UK rate of 24.5% for the year
(2023: 19.0%) to profit before tax as a result of the
following:
|
|
2024
|
2023
|
|
|
£ million
|
£
million
|
|
Loss before tax
|
(159.9)
|
(90.7)
|
|
Loss before tax multiplied by the
standard rate of corporation tax of the UK of 24.5% (2023: 19.0%)
|
(39.2)
|
(17.2)
|
|
Effects of:
|
|
|
|
Expenses not deductible for tax
purposes
|
20.3
|
4.6
|
|
Change in deferred tax
rate
|
-
|
(5.9)
|
|
Adjustments in respect of prior year
taxes
|
(3.3)
|
2.0
|
|
Overseas tax
differentials
|
0.3
|
0.5
|
|
Depreciation on ineligible
assets
|
2.9
|
0.9
|
|
Tax
credit
|
(19.0)
|
(15.1)
|
|
Tax
recognised in the statement of changes in equity
|
|
|
|
|
|
|
|
Deferred tax debit on movement in
tax base of share options
|
-
|
(0.1)
|
|
|
|
|
|
No current tax was recognised in
other comprehensive income (2023: £nil). The UK corporation tax
rate changed effective April 2023 from 19% to 25% as enacted by the
UK Government resulting in an effective rate of 24.5% for the year
ended 29 February 2024.
In May 2023, the IASB issued
International Tax Reform - Pillar Two Model Rules - Amendments to
IAS 12 Income Taxes to clarify the application of IAS12 to tax
legislation enacted or substantively enacted to implement Pillar
Two of the Organisation for Economic Co-operation and Development's
Base Erosion and Profit Shifting project, which aims to address the
tax challenges of the digitalisation of the economy. The amendments
include a mandatory temporary exception from accounting for
deferred tax on such tax law. In July 2023, the UK government
enacted legislation to implement the Pillar Two rules. The
legislation is designed to ensure a minimum effective tax rate of
15% in each country in which the group operates. Similar
legislation is being enacted by other governments around the
world. In line with the amendments to IAS 12, the exception
from accounting for deferred tax for the Pillar Two rules has been
applied and there is no impact on the consolidated financial
statements for the year ended 29 February 2024. Based on an
assessment of historic data and forecasts for future years the
group does not expect a material exposure to Pillar Two income
taxes.
11 Intangible
assets
|
Patents and
licences
|
Trademarks
|
Customer
lists
|
Computer
software
|
Total
|
|
£ million
|
£ million
|
£ million
|
£ million
|
£ million
|
Cost
|
|
|
|
|
|
Balance at 28 February
2022
|
0.6
|
115.6
|
8.1
|
53.2
|
177.5
|
Additions
|
0.4
|
-
|
-
|
31.7
|
32.1
|
Disposals
|
-
|
-
|
-
|
(1.7)
|
(1.7)
|
Balance at 28 February
2023
|
1.0
|
115.6
|
8.1
|
83.2
|
207.9
|
|
|
|
|
|
|
Additions
|
0.3
|
-
|
-
|
31.9
|
32.2
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
Balance at 29 February 2024
|
1.3
|
115.6
|
8.1
|
115.1
|
240.1
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
Balance at 28 February
2022
|
0.6
|
26.0
|
6.8
|
15.6
|
49.0
|
Amortisation for year
|
-
|
11.5
|
0.7
|
16.9
|
29.1
|
Disposals
|
-
|
-
|
-
|
(1.7)
|
(1.7)
|
Balance at 28 February
2023
|
0.6
|
37.5
|
7.5
|
30.8
|
76.4
|
|
|
|
|
|
|
Amortisation for year
|
0.1
|
7.8
|
0.6
|
28.5
|
37.0
|
Impairment of intangible
assets
|
-
|
22.4
|
-
|
-
|
22.4
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
Balance at 29 February 2024
|
0.7
|
67.7
|
8.1
|
59.3
|
135.8
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
At 28 February 2022
|
-
|
89.6
|
1.3
|
37.6
|
128.5
|
At 28 February 2023
|
0.4
|
78.1
|
0.6
|
52.4
|
131.5
|
At
29 February 2024
|
0.6
|
47.9
|
-
|
55.8
|
104.3
|
Within the statement of
comprehensive income, amortisation and impairment of acquired
intangible assets (trademarks and customer lists) of £30.8 million
(2023: £12.2 million) is shown separately. The amount of
amortisation and impairment of the other intangible assets included
in distribution costs is £0.4 million (2023: £0.3 million) and in
administrative expenses is £28.2 million (2023: £16.6
million).
The intangible assets impaired
during the year ended 29 February 2024 relate to the group's
non-core labels which have seen significant declines in revenue
during the year, following proactive actions taken to target more
profitable sales.
12 Property,
plant and equipment
|
Short leasehold
alterations
|
Fixtures and
fittings
|
Computer
equipment
|
Motor
vehicles
|
Land &
buildings
|
Total
|
|
£ million
|
£ million
|
£ million
|
£ million
|
£ million
|
£ million
|
Cost
|
|
|
|
|
|
|
Balance at 28 February
2022
|
26.5
|
230.5
|
12.3
|
1.0
|
136.3
|
406.6
|
Additions
|
5.5
|
50.6
|
3.0
|
-
|
-
|
59.1
|
Exchange differences
|
-
|
-
|
-
|
-
|
0.3
|
0.3
|
Disposals
|
(0.2)
|
(1.8)
|
(0.5)
|
-
|
(0.5)
|
(3.0)
|
Balance at 28 February
2023
|
31.8
|
279.3
|
14.8
|
1.0
|
136.1
|
463.0
|
|
|
|
|
|
|
|
Additions
|
3.5
|
28.2
|
0.9
|
-
|
-
|
32.6
|
Exchange differences
|
-
|
(0.7)
|
-
|
-
|
(0.3)
|
(1.0)
|
Disposals
|
(0.3)
|
-
|
-
|
(0.1)
|
(1.2)
|
(1.6)
|
Balance at 29 February 2024
|
35.0
|
306.8
|
15.7
|
0.9
|
134.6
|
493.0
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
Balance at 28 February
2022
|
6.7
|
38.0
|
6.5
|
0.6
|
5.6
|
57.4
|
Depreciation charge for the
year
|
2.2
|
18.2
|
3.5
|
0.2
|
2.6
|
26.7
|
Impairment of assets
|
1.6
|
8.2
|
-
|
-
|
-
|
9.8
|
Disposals
|
(0.2)
|
(1.8)
|
(0.5)
|
-
|
-
|
(2.5)
|
Balance at 28 February
2023
|
10.3
|
62.6
|
9.5
|
0.8
|
8.2
|
91.4
|
|
|
|
|
|
|
|
Depreciation charge for the
year
|
2.7
|
24.8
|
3.3
|
0.1
|
2.8
|
33.7
|
Impairment of assets
|
-
|
19.1
|
-
|
-
|
-
|
19.1
|
Disposals
|
(0.3)
|
-
|
-
|
(0.1)
|
(0.1)
|
(0.5)
|
Balance at 29 February 2024
|
12.7
|
106.5
|
12.8
|
0.8
|
10.9
|
143.7
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
At 28 February 2022
|
19.8
|
192.5
|
5.8
|
0.4
|
130.7
|
349.2
|
At 28 February 2023
|
21.5
|
216.7
|
5.3
|
0.2
|
127.9
|
371.6
|
At 29 February 2024
|
22.3
|
200.3
|
2.9
|
0.1
|
123.7
|
349.3
|
The amounts of depreciation
included in the statement of comprehensive income in distribution
costs is £22.9 million (2023: £16.0 million) and in administrative
expenses is £10.8 million (2022: £10.7 million). The amounts of
impairment included in the statement of comprehensive income in
distribution costs is £19.1 million (2023: £3.3 million) and in
administrative expenses is £nil (2023: £6.5 million).
The assets impaired relate to
leasehold alterations and fixtures and fittings located in
facilities which are no longer in use, where the assets' value in
use has been determined to be lower than the carrying value. Assets
have been impaired to their estimated recoverable amount, being the
lower of value in use or fair value less costs of disposal. The
residual value of the impaired assets is £nil.
13 Right-of-use
assets
|
|
|
|
|
Short leasehold
properties
£million
|
Cost
|
|
|
|
|
|
Balance at 28 February
2022
|
|
|
|
|
77.9
|
Additions
|
|
|
|
|
103.1
|
Balance at 28 February
2023
|
|
|
|
|
181.0
|
|
|
|
|
|
|
Additions
|
|
|
|
|
3.8
|
Exchange differences
|
|
|
|
|
(6.2)
|
Disposals
|
|
|
|
|
(0.1)
|
Balance at 29 February 2024
|
|
|
|
|
178.5
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
Balance at 28 February
2022
|
|
|
|
|
28.2
|
Depreciation for year
|
|
|
|
|
12.8
|
Impairment of assets
|
|
|
|
|
3.6
|
Balance at 28 February
2023
|
|
|
|
|
44.6
|
|
|
|
|
|
|
Depreciation for year
|
|
|
|
|
14.3
|
Impairment of assets
|
|
|
|
|
34.2
|
Exchange differences
|
|
|
|
|
(0.2)
|
Balance at 29 February 2024
|
|
|
|
|
92.9
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
At 28 February 2022
|
|
|
|
|
49.7
|
At 28 February 2023
|
|
|
|
|
136.4
|
At 29 February 2024
|
|
|
|
|
85.6
|
The amounts of depreciation
included in the statement of comprehensive income in distribution
costs is £10.0 million (2023: £4.6 million) and in administrative
expenses is £4.3 million (2022: £8.2 million). The amounts of
impairment included in the statement of comprehensive income in
distribution costs is £34.2 million (2022: £3.6 million) and in
administrative expenses is £nil (2023: £nil).
The assets impaired relate to
short leasehold properties at facilities that are no longer in use.
The residual value of the impaired assets is £nil.
Some leases contain break clauses
or extension options to provide operational flexibility. Potential
future undiscounted lease payments not included in the reasonably
certain lease term and, hence, not included in right-of-use assets
or lease liabilities, total £2.3 million (2023: £2.3
million).
14
Investment in
associate
|
Investment in
associate
|
|
£ million
|
Cost
|
|
Balance at 28 February
2023
|
-
|
Additions at fair value
|
26.5
|
Share of results of
associate
|
3.1
|
Balance at 29 February 2024
|
29.6
|
|
|
Impairment
|
|
Balance at 28 February
2023
|
-
|
Impairment charge
|
-
|
Balance at 29 February 2024
|
-
|
|
|
Net book value
|
|
At 28 February 2023
|
-
|
At 29 February 2024
|
29.6
|
Under the equity accounting
requirements of IAS 28 the group's share
of the results of associate is included in the carrying value of
the associate in the group statement of financial position and
included within the group income statement using the equity method
of accounting.
Set out below is the material
associate of the group. The entity listed below has share capital
consisting of ordinary shares, which are held directly by the
group. The country of incorporation or registration is the
principal place of business, and the proportion of ownership
interest is the same as the proportion of voting rights
held.
|
|
|
%
ownership
|
Carrying amount
|
|
Name of entity
|
Nature
of relationship
|
Country
of incorporation
|
2024
%
|
2023
%
|
2024
£ million
|
2023
£
million
|
Revolution Beauty Group plc ("REVB")
|
Associate, supplier
|
UK
|
27.13%
|
-
|
29.6
|
-
|
The table below provides the
summarised profit and loss and balance sheet for REVB.
As at the date of publishing these financial
statements REVB's results for the period 18th July 2023
to 29 February 2024 have not been publicly disclosed by REVB
and the audit of
REVB's financial statements for the year ended 29 February 2024 has
begun but not been completed by REVB's auditors. The group has reviewed analyst notes prepared by REVB's
NOMAD, Liberum dated 27 March 2024, the management accounts of REVB
for the period ending 29 February 2024 and post year end RNS notes
published by REVB. These estimated results have been
amended to reflect adjustments made by the group
when using the equity method, including fair value adjustments and
modifications for differences in accounting policy.
|
2024
|
2023
|
|
£ million
|
£
million
|
Sales (for the period 18/07/2023 -
29/02/2024)
|
122.3
|
-
|
Profit after tax (for the period
18/07/2023 - 29/02/2024)
|
11.3
|
-
|
Group share in %
|
27.13%
|
-
|
Group share in £ million (for the
period 18/07/2023 - 29/02/2024)
|
3.1
|
-
|
|
|
|
Total non-current assets
|
17.4
|
-
|
Total current assets
|
98.1
|
-
|
Total current liabilities
|
(71.1)
|
-
|
Total non-current
liabilities
|
(41.7)
|
-
|
Net assets
|
2.7
|
-
|
15 Deferred
tax
Assets
|
Unused
tax losses
|
Depreciation
in excess
of
capital
allowances
|
Share-based
payments
|
Total
|
|
£ million
|
£ million
|
£ million
|
£ million
|
Asset at
28 February 2022
|
7.5
|
-
|
-
|
7.5
|
Recognised in statement of comprehensive income
|
15.0
|
-
|
1.0
|
16.0
|
Asset at
28 February 2023
|
22.5
|
-
|
1.0
|
23.5
|
Recognised in statement of comprehensive income
|
6.4
|
|
2.2
|
8.6
|
Debit in
equity
|
-
|
-
|
-
|
-
|
Asset at 29 February
2024
|
28.9
|
-
|
3.2
|
32.1
|
Liabilities
|
Business
combinations
|
Capital allowances in excess
of depreciation
|
Share-based
payments
|
Total
|
|
£ million
|
£ million
|
£ million
|
£ million
|
Liability
at 28 February 2022
|
(0.8)
|
(22.5)
|
(2.0)
|
(25.3)
|
Recognised in statement of comprehensive income
|
0.1
|
(1.0)
|
2.0
|
1.1
|
Liability
at 28 February 2023
|
(0.7)
|
(23.5)
|
-
|
(24.2)
|
Recognised in statement of comprehensive income
|
0.2
|
7.2
|
-
|
7.4
|
Debit in
equity
|
-
|
-
|
-
|
-
|
Liability at 29 February
2024
|
(0.5)
|
(16.3)
|
-
|
(16.8)
|
Recognition of the deferred tax
assets is based upon the expected generation of future taxable
profits. The deferred tax liability will reverse in more than one
year's time as the intangible assets are amortised. Deferred tax is
calculated at 25% as enacted from April 2023 by the UK
Government.
16
Inventories
|
2024
|
2023
|
|
£ million
|
£
million
|
Finished goods
|
196.2
|
160.2
|
Finished goods - returns
|
11.8
|
17.9
|
|
208.0
|
178.1
|
The value of inventories included
within cost of sales for the year was £709.6 million (2023: £872.0
million). The finished goods returns is the estimated value of
stock at customers but expected to be returned. An impairment
provision of £18.5 million (2023: £21.6 million) was charged to the
statement of comprehensive income. There were no write-backs of
prior period provisions during the year.
17 Trade and other
receivables
|
2024
|
2023
|
|
£ million
|
£
million
|
Trade receivables
|
17.8
|
17.6
|
Prepayments
|
11.2
|
13.9
|
Accrued income
|
1.2
|
5.5
|
|
30.2
|
37.0
|
Trade receivables represent
amounts due from wholesale customers and advance payments to
suppliers.
The fair value of trade and other
receivables is not materially different from the carrying
value.
Where
specific trade receivables are not considered to be at risk and
requiring a provision, the trade receivables impairment provision
is calculated using the simplified approach to the expected credit
loss model, based on the following percentages:
|
2024
|
2023
|
Age of
trade receivable
|
%
|
%
|
60-90 days past due
|
1
|
1
|
91-120 days past due
|
5
|
5
|
Over 121 days past due
|
90
|
90
|
The provision for impairment of
receivables is charged to administrative expenses in the statement
of comprehensive income. The maturing profile of unsecured trade
receivables and the provisions for impairment are as
follows:
|
2024
|
2023
|
|
£ million
|
£
million
|
Due within 30 days
|
16.7
|
17.6
|
Provision for impairment
|
(1.6)
|
(1.6)
|
|
|
|
Due in 31 to 90 days
|
4.6
|
4.3
|
Provision for impairment
|
(1.9)
|
(2.8)
|
|
|
|
Past due
|
1.5
|
0.1
|
Provision for impairment
|
(1.5)
|
-
|
Total amounts due and past
due
|
22.8
|
22.0
|
Total provision for
impairment
|
(5.0)
|
(4.4)
|
|
17.8
|
17.6
|
18 Cash and cash
equivalents
|
2024
|
2023
|
|
£ million
|
£
million
|
At start of year
|
330.9
|
101.3
|
Net movement during year
|
(97.1)
|
227.9
|
Effect of exchange rates
|
(3.8)
|
1.7
|
At end of year
|
230.0
|
330.9
|
There is
no material credit risk associated with the cash at bank due to the
healthy credit ratings of the banks of BBB+ and higher.
19 Trade and other
payables
|
2024
|
2023
|
|
£ million
|
£
million
|
Trade payables
|
114.3
|
82.0
|
Other creditors
|
28.8
|
17.0
|
Accruals
|
110.0
|
125.6
|
Deferred income
|
11.6
|
15.9
|
Taxes and social security
payable
|
29.9
|
19.8
|
|
294.6
|
260.3
|
Trade payables include £7.6m
(2023: £nil) that suppliers have chosen to early-fund under
supplier financing arrangements. The supplier financing arrangement
does not change the suppliers agreed payment terms directly with
the group.
The fair value of trade payables
is not materially different from the carrying value.
20
Provisions
|
Dilapidations
|
Returns
|
Claims
|
Total
|
|
£ million
|
£ million
|
£ million
|
£ million
|
Provision
at 28 February 2023
|
10.0
|
37.6
|
12.1
|
59.7
|
Movements in provision
charged/(credited) to income statement:
|
|
|
|
|
Prior
year provision utilised
|
-
|
(37.6)
|
(10.3)
|
(47.9)
|
Increase
in provision in current year
|
-
|
25.1
|
-
|
25.1
|
Exchange
differences
|
(0.5)
|
-
|
-
|
(0.5)
|
Provision at 29 February
2024
|
9.5
|
25.1
|
1.8
|
36.4
|
The dilapidation provision
represents the estimated exit cost of leased premises and is
expected to unwind in more than ten years. Returns provision
represents the revenue reduction of estimated customer returns,
which occur over the two-to-three months after the date of sale;
and the claims represents the estimate of claims against the group
that are expected to settle in the period within nine-to-twelve
months after the year end.
21 Interest-bearing
loans and borrowings
This note provides information
about the contractual terms of the group's interest-bearing loans
and borrowings, which are measured at amortised cost.
Terms and debt repayment
schedule
|
|
Nominal
|
|
|
|
|
|
interest
|
Year of
|
2024
|
2023
|
|
Currency
|
rate
|
maturity
|
£ million
|
£
million
|
Revolving
credit facility
|
GB£
|
SONIA
CIA
|
2025
|
75.0
|
75.0
|
Revolving
credit facility
|
GB£
|
SONIA
CIA
|
2026
|
250.0
|
250.0
|
|
|
|
|
325.0
|
325.0
|
The RCF is unsecured against the
company's assets and includes financial covenants relating to
interest cover and adjusted leverage.
Movement in interest-bearing loans
and borrowings
|
2024
|
2023
|
|
£ million
|
£
million
|
Opening balance
|
325.0
|
100.0
|
Increase of borrowings
|
-
|
225.0
|
Interest accrued
|
18.3
|
9.6
|
Interest paid
|
(18.3)
|
(9.6)
|
Capital repaid
|
-
|
-
|
Closing balance
|
325.0
|
325.0
|
Reconciliation of movements in cash flows from financing
activities to movements in liabilities:
|
Balance 28 February
2023
|
Cash flow from financing
activities
|
Additions, disposals and
exchange differences
|
Statement of comprehensive
income
|
Movement in retained
earnings and other reserves
|
Balance at 29 February
2024
|
|
£ million
|
£ million
|
£ million
|
£ million
|
£ million
|
£ million
|
Equity
|
400.0
|
(15.2)
|
-
|
(122.6)
|
17.5
|
279.7
|
Leases
|
138.6
|
(16.9)
|
(2.7)
|
2.9
|
-
|
121.9
|
Bank borrowings
|
325.0
|
(15.9)
|
-
|
15.9
|
-
|
325.0
|
|
863.6
|
(48.0)
|
(2.7)
|
(103.8)
|
17.5
|
726.6
|
Reconciliation of net
debt:
|
2024
|
2023
|
|
£ million
|
£
million
|
Cash and cash equivalents
|
230.0
|
330.9
|
Interest bearing loans and
borrowings
|
(325.0)
|
(325.0)
|
Net (debt) / cash and cash
equivalents
|
(95.0)
|
5.9
|
22 Lease
liabilities
Minimum
lease payments due
|
Within 1
year
|
1-2 years
|
2-5 years
|
5-10 years
|
More than 10
years
|
Total
|
|
£ million
|
£ million
|
£ million
|
£ million
|
£ million
|
£ million
|
29 February 2024
|
|
|
|
|
|
|
Lease payments
|
12.0
|
18.9
|
29.1
|
52.0
|
26.2
|
138.2
|
Finance charges
|
(2.5)
|
(2.5)
|
(5.2)
|
(4.9)
|
(1.2)
|
(16.3)
|
Net present value
|
9.5
|
16.4
|
23.9
|
47.1
|
25.0
|
121.9
|
|
2024
|
2023
|
|
£ million
|
£
million
|
Current lease liability
|
9.5
|
12.1
|
Non-current lease
liability
|
112.4
|
126.5
|
Total
|
121.9
|
138.6
|
Movement
in lease liabilities:
|
2024
|
2023
|
|
£ million
|
£
million
|
Opening balance
|
138.6
|
51.9
|
Interest accrued
|
2.9
|
1.7
|
Cash flow lease payments
|
(16.9)
|
(12.0)
|
Additions
|
3.8
|
97.0
|
Disposals
|
(0.1)
|
-
|
Exchange differences
|
(6.4)
|
-
|
Closing balance
|
121.9
|
138.6
|
The lease
liabilities relate to leasehold properties.
23 Share
capital
|
2024
|
2023
|
|
£ million
|
£
million
|
1,268,865,215 authorised and fully
paid ordinary shares of 1p each
(2023:
1,268,333,43)
|
12.7
|
12.7
|
During the year, a total of 7.0
million shares were issued under the share incentive plans (2023:
4.2 million). On 8 February 2024, 206,309 (2023: 99,824) new
ordinary shares were issued to non-executive directors as part of
their annual remuneration.
The directors do not recommend the
payment of a dividend so that cash is retained in the group for
capital expenditure projects that are required for the rapid growth
and efficiency improvements of the business and for suitable
business acquisitions (2023: £nil).
24 Shares to be
issued
|
2024
|
2023
|
|
£ million
|
£
million
|
|
-
|
31.9
|
The shares to be issued represents
the fair value of the contingent shares to be issued to the
non-controlling interests of PrettyLittleThing.com Limited, in
accordance with the acquisition agreement entered into and
announced on 28 May 2020. Under this agreement, 16,112,331 Ordinary
Shares in boohoo group plc were to be issued subject to the group's
share price averaging 491 pence per share over a six-month period,
up until a longstop date of 14 March 2024. If this was not met, the
consideration was to lapse.
As at 29 February 2024 the issuing
condition had not been met and could not have been met before the
longstop date of 14 March 2024. As a result the shares to be issued
have been derecognised and recycled through Other reserves
alongside the reserves created upon acquisition of the
non-controlling interest in PrettyLittleThing.com
Limited.
25 Other
reserves
|
2024
|
2023
|
|
£ million
|
£
million
|
Translation reserve
|
(0.8)
|
(0.8)
|
Capital redemption
reserve
|
0.1
|
0.1
|
Reconstruction reserve
|
(515.3)
|
(515.3)
|
Acquisition of non-controlling
interest in PrettyLittleThing.com Limited
|
(249.4)
|
(281.3)
|
Revaluation gain on transition of
investment to associate
|
10.2
|
-
|
Proceeds from issue of growth shares
in boohoo holdings Limited
|
0.8
|
0.8
|
|
(764.6)
|
(796.5)
|
The translation reserve arises
from the movement in the revaluation of subsidiary balance sheets
in foreign currencies; the capital redemption reserve arose from a
capital reconstruction in 2014; the reconstruction reserve arose on
the impairment of the carrying value of the subsidiary company in
2014 at that date; the acquisition of the non-controlling interest
in PrettyLittleThing is the excess of consideration paid over the
carrying value of the non-controlling interest as at the date of
acquisition in May 2020 adjusted during the year for the
cancellation of the shares to be issued; and the revaluation gain
on transition of investment to associate arose in July 2023 when
significant influence was determined to have been obtained over
Revolution Beauty Group plc, with the equity accounting
requirements of IAS 28 being applied from this date.
26 Financial
instruments
(a)
Fair values of financial instruments
Trade and other receivables
The fair value of trade and other
receivables is estimated as the present value of future cash flows,
discounted at the market rate of interest at the reporting date if
the effect is material.
Trade and other payables
The fair value of trade and other
payables is estimated as the present value of future cash flows,
discounted at the market rate of interest at the reporting date if
the effect is material.
Cash and cash equivalents
The fair value of cash and cash
equivalents is estimated as its carrying amount where the cash is
repayable on demand. Where it is not repayable on demand, then the
fair value is estimated at the present value of future cash flows,
discounted at the market rate of interest at the reporting
date.
Interest-bearing borrowings
Fair value is calculated based on
the present value of future principal and interest cash flows,
discounted at the market rate of interest at the reporting
date.
Cash flow hedges
Fair value is calculated using
forward interest rate points to restate the hedge to fair market
value.
Investments in equity instruments
During the year ended 28 February
2023 26.47% of the issued share capital of Revolution Beauty Group
plc ("REVB") was acquired. The equity accounting requirements of
IAS 28 (Investments in associates and joint ventures) were
considered and it was determined that significant influence did not
exist either at the time of initial recognition or as at
28 February 2023. The equity investment
was accounted for as a financial asset under IFRS 9 with the
option taken to hold at fair value through other comprehensive
income, as irrevocably designated at the date of
recognition.
On 18th July 2023 the group entered into a
settlement agreement with REVB resulting in the reconstitution of
the REVB board. The group also increased it's shareholding in REVB to 27.13%. The equity accounting
requirements of IAS 28 were reconsidered and it was determined that
significant influence did exist as a result of the settlement
agreement, access to accounting records and the reconstitution of
the REVB board (including the appointment of Neil Catto, former
group CFO and NED, and Alistair McGeorge, who remains a NED on the
group's board). As a result the investment has been accounted for
as an associate under IAS 28 from 18th July 2023. The
investment, which was previously accounted for under IFRS 9, was
derecognised and the cumulative gain recognised in other
comprehensive income of £10.2m was reclassified to profit or loss
as a revaluation adjustment.
Fair values
|
2024
|
2023
|
|
£ million
|
£
million
|
Financial assets
At
amortised cost:
|
|
|
Cash and cash equivalents
|
230.0
|
330.9
|
Trade receivables
|
17.8
|
17.6
|
Accrued income
|
1.2
|
5.5
|
At
fair value through profit or loss:
|
|
|
Cash flow hedges
|
0.6
|
0.2
|
At
fair value through other comprehensive income:
|
|
|
Cash flow hedges
|
2.7
|
1.2
|
Equity investments
|
0.3
|
15.3
|
|
252.6
|
370.7
|
|
2024
|
2023
|
|
£ million
|
£
million
|
Financial liabilities
|
|
|
At
amortised cost:
|
|
|
Trade payables
|
114.3
|
82.0
|
Other creditors
|
28.8
|
17.0
|
Accruals
|
110.0
|
125.6
|
Provisions
|
36.4
|
59.7
|
Interest-bearing loans and
borrowings
|
325.0
|
325.0
|
Lease liabilities
|
121.9
|
138.6
|
At
fair value through profit or loss:
|
|
|
Cash flow hedges
|
1.0
|
14.5
|
At
fair value through other comprehensive income:
|
|
|
Cash flow hedges
|
-
|
3.4
|
|
737.4
|
765.8
|
27 Capital commitments
Capital expenditure contracted for
at the end of the reporting year, but not yet incurred, is as
follows:
|
2024
|
2023
|
|
£ million
|
£
million
|
Property, plant and equipment at
warehousing facilities
|
-
|
17.0
|
28
Contingent liabilities
From time to time, the group can
be subject to various legal proceedings and claims that arise in
the ordinary course of business, which may include cases relating
to the group's brand and trading name. All such cases brought
against the group are robustly defended and a liability is recorded
only when it is probable that the case will result in a future
economic outflow and that the outflow can be reliably
measured.
Appendices
Growth rates on prior period revenue by
region
Revenue by period for the year to 29 February 2024
(FY24)
£m
|
4m to
31 December
|
2m to
29/28 February
|
12m to 29/28 February
|
|
FY24
|
FY23
|
yoy
%
|
yoy CER
|
FY24
|
FY23
|
yoy
%
|
yoy
CER
|
FY24
|
FY23
|
yoy
%
|
yoy
CER
|
Total
|
531.4
|
637.7
|
-17%
|
-16%
|
200.5
|
248.6
|
-19%
|
-19%
|
1,461.0
|
1,768.7
|
-17%
|
-17%
|
Revenue
by region
|
|
|
|
|
|
|
|
|
UK
|
356.2
|
400.8
|
-11%
|
-11%
|
124.0
|
146.1
|
-15%
|
-15%
|
921.5
|
1,091.5
|
-16%
|
-16%
|
ROE
|
56.7
|
73.5
|
-23%
|
-21%
|
23.3
|
30.9
|
-24%
|
-22%
|
165.8
|
206.5
|
-20%
|
-19%
|
USA
|
96.8
|
128.9
|
-25%
|
-25%
|
45.1
|
57.4
|
-22%
|
-22%
|
299.1
|
363.7
|
-18%
|
-18%
|
ROW
|
21.7
|
34.5
|
-37%
|
-35%
|
8.1
|
14.2
|
-43%
|
-44%
|
74.6
|
107.0
|
-30%
|
-30%
|
£m
|
3m to
31 May
|
3m to
31 August
|
6m to 31 August
|
|
FY24
|
FY23
|
yoy
%
|
yoy
CER
|
FY24
|
FY23
|
yoy
%
|
yoy
CER
|
FY24
|
FY23
|
yoy
%
|
yoy
CER
|
Total
|
370.1
|
445.7
|
-17%
|
-17%
|
359.0
|
436.7
|
-18%
|
-18%
|
729.1
|
882.4
|
-17%
|
-18%
|
Revenue
by region
|
|
|
|
|
|
|
|
|
UK
|
221.2
|
272.1
|
-19%
|
-19%
|
220.1
|
272.5
|
-19%
|
-19%
|
441.3
|
544.6
|
-19%
|
-19%
|
ROE
|
43.4
|
49.6
|
-12%
|
-14%
|
42.4
|
52.5
|
-19%
|
-18%
|
85.8
|
102.1
|
-16%
|
-16%
|
USA
|
81.8
|
95.0
|
-14%
|
-14%
|
75.4
|
82.4
|
-8%
|
-9%
|
157.2
|
177.4
|
-11%
|
-12%
|
ROW
|
23.7
|
29.0
|
-18%
|
-23%
|
21.1
|
29.3
|
-28%
|
-28%
|
44.8
|
58.3
|
-23%
|
-25%
|
Revenue by period for the year to 28 February 2023
(FY23)
£m
|
4m to
31 December
|
2m to
28 February
|
12m to 28 February
|
|
FY23
|
FY22
|
yoy
%
|
yoy
CER
|
FY23
|
FY22
|
yoy
%
|
yoy
CER
|
FY23
|
FY22
|
yoy
%
|
yoy
CER
|
Total
|
637.7
|
714.5
|
-11%
|
-13%
|
248.6
|
292.5
|
-15%
|
-17%
|
1,768.7
|
1,982.8
|
-11%
|
-13%
|
Revenue
by region
|
|
|
|
|
|
|
|
|
UK
|
400.8
|
451.0
|
-11%
|
-11%
|
146.1
|
182.4
|
-20%
|
-20%
|
1,091.5
|
1,202.8
|
-9%
|
-9%
|
ROE
|
73.5
|
79.9
|
-8%
|
-11%
|
30.9
|
34.9
|
-11%
|
-14%
|
206.5
|
219.2
|
-6%
|
-8%
|
USA
|
128.9
|
145.8
|
-12%
|
-17%
|
57.4
|
55.3
|
4%
|
-3%
|
363.7
|
451.6
|
-19%
|
-24%
|
ROW
|
34.5
|
37.8
|
-9%
|
-15%
|
14.2
|
19.9
|
-28%
|
-36%
|
107.0
|
109.2
|
-2%
|
-8%
|
£m
|
3m to
31 May
|
3m to
31 August
|
6m to 31 August
|
|
FY23
|
FY22
|
yoy
%
|
yoy
CER
|
FY23
|
FY22
|
yoy
%
|
yoy
CER
|
FY23
|
FY22
|
yoy
%
|
yoy
CER
|
Total
|
445.7
|
486.0
|
-8%
|
-10%
|
436.7
|
489.8
|
-11%
|
-13%
|
882.4
|
975.8
|
-10%
|
-11%
|
Revenue
by region
|
|
|
|
|
|
|
|
|
UK
|
272.1
|
274.5
|
-1%
|
-1%
|
272.5
|
294.9
|
-8%
|
-8%
|
544.6
|
569.4
|
-4%
|
-4%
|
ROE
|
49.6
|
54.4
|
-9%
|
-10%
|
52.5
|
50.0
|
5%
|
2%
|
102.1
|
104.4
|
-2%
|
-4%
|
USA
|
95.0
|
131.9
|
-28%
|
-31%
|
82.4
|
118.6
|
-31%
|
-35%
|
177.4
|
250.5
|
-29%
|
-33%
|
ROW
|
29.0
|
25.2
|
15%
|
10%
|
29.3
|
26.3
|
11%
|
5%
|
58.3
|
51.5
|
13%
|
8%
|
CER in this appendix for the year
ended 28 February 2023 is calculated using exchange rates
prevailing during the year ending 29 February 2024. CER in this
appendix for the year ended 28 February 2022 is calculated using
exchange rates prevailing during the year ending 28 February
2023.
Nomenclature: ROE - rest of
Europe; ROW - rest of world; yoy - year-on-year; CER - constant
exchange rate.