27 June
2024
Moonpig Group plc
("Moonpig
Group" or the "Group")
RESULTS ANNOUNCEMENT FOR THE
YEAR ENDED 30 April 2024
Revenue and profit growth
underpinned by technology and innovation
Summary financial results
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Revenue (£m)
|
341.1
|
320.1
|
6.6%
|
Gross profit (£m)
|
202.5
|
179.7
|
12.7%
|
Gross margin (%)
|
59.4%
|
56.1%
|
3.2%pts
|
Adjusted EBITDA (£m)1
|
95.5
|
84.2
|
13.5%
|
Adjusted EBITDA margin
(%)1
|
28.0%
|
26.3%
|
1.7pts
|
Reported profit before taxation (£m)
|
46.4
|
34.9
|
32.9%
|
Adjusted profit before taxation
(£m)2
|
58.2
|
55.4
|
5.0%
|
Earnings per share - basic (pence)
|
10.0
|
7.8
|
28.2%
|
Earnings per share - diluted (pence)
|
9.6
|
7.7
|
24.7%
|
1 Before Adjusting Items of
£3.5m in FY24 and £13.1m in FY23. See Adjusting Items at Note 6 and
definition of Alternative Performance Measures below.
2 Before Adjusting Items of
£11.8m in FY24 and £20.6m in FY23. The Group has amended its
definition of Adjusting Items such that £8.3m of acquisition
amortisation (FY23: £7.5m) is treated as an Adjusting Item in both
the current and prior year. See Adjusting Items at Note
6.
Results summary
· Delivered revenue growth of 6.6% to £341.1m driven by strong
performance at the Moonpig brand.
· Adjusted EBITDA growth to £95.5m (FY23: £84.2m) reflecting
revenue growth and improved gross margin rate.
· Adjusted profit before taxation of £58.2m (FY23: £55.4m)
reflecting stronger trading offset in part by higher interest
charges and the amortisation of technology platform
investments.
Strategic and
operational highlights
Organic revenue growth accelerated
through the year:
· Underpinned by Moonpig, which grew revenue by 8.2% through
growth in both orders and average order value.
· New
customer revenue returned to growth at Moonpig in the second half
of the year.
· Improving trajectory at Greetz, with revenue declines abating
to 5.3% in H2 FY24 from 9.8% in H1 FY24 and 20.4% in
FY23.
· Across Moonpig and Greetz, growth in orders improved from a
decrease of 5.1% in H1 to an increase of 5.2% in H2
FY24.
· At
Experiences, pro forma revenue increased by 1.5% year-on-year to
£48.6m. This includes mid-single-digit million upside from
temporarily higher breakage on gift boxes and vouchers that were
sold during Covid with extended expiry dates; these expiry dates
have now passed, so this benefit is not expected to recur in future
years.
Strong cash generation:
· The
Group remains strongly cash generative, with operating cash inflows
of £74.2m (FY23: £56.2m).
· Net
leverage improved to 1.31x at 30 April 2024, from 1.99x at 30 April
2023.
· Significant liquidity and covenant headroom, with a new £180m
four-year, committed revolving credit facility in place.
Continued technology innovation to
drive higher customer lifetime value:
· 89%
of Moonpig and Greetz revenue (FY23: 89%) delivered from existing
customers.
· Moonpig Plus subscriptions surpassed our expectations with
over half a million members within a year of launch.
· Greetz Plus launched in January 2024 and is following a
similar encouraging trajectory to the UK.
· Database of customer occasion reminders grew to 90 million
(April 2023: 84 million).
· Our
creativity features were used over 10 million times to add video
and audio messages, "sticker" images, digital gift vouchers and
AI-driven customised messages to the inside of greeting
cards.
· Same-day gifting launched on Moonpig, by combining of e-cards
with new digital gift experiences. Encouraging early traction
across peak event days so far.
· Technology re-platforming of the Red Letter Days and Buyagift
websites continues at pace with a full rebuild of the front end now
complete.
Enhanced deployment of AI to personalise
customer experience:
· Significant upgrade to our algorithms by incorporating
individual customer level data into our gift recommendation engine,
unlocking the ability to show different price ranges to different
cohorts.
· Introduced personalisation elements into all parts of the
journey, including homepage banners and promotions unique to the
individual customer.
· Enhanced the capabilities of our AI-powered Customer Service
chatbot, driving a significant reduction in the number of customer
contacts being handled by agents.
· Launched AI semantic search capability, using large language
models to better understand and interpret customer search terms,
which will drive increasingly more relevant search results over
time.
Capital allocation
We remain disciplined in our
approach to allocation of capital and continue to prioritise
organic investment to drive growth, including investment in
technology and marketing. Future investments may extend to new
geographical markets, contingent upon achieving optimal customer
acquisition costs and confidence in customer lifetime value. We
will also selectively consider value-accretive M&A
opportunities, maintaining a high threshold for strategic and
financial returns.
Over the past two financial years,
we have also focused on balance sheet deleveraging. In FY24, we
reduced net leverage from 1.99x to 1.31x, a decrease of
approximately 0.7 turns. Given our strong cash generation, there is
potential for a similar reduction in net leverage in FY25. To
maintain an efficient capital structure, our target is to operate
with net leverage of approximately 1.0x over the medium term, with
flexibility to move beyond this as business needs
require.
We will continue to prioritise
investment to drive the execution of our growth strategy. With our
consistent strong operating cash generation and the progress being
made with deleveraging, we will also have the financial flexibility
to consider returning excess capital to shareholders.
Outlook
Trading since the start of the year has been in
line with our expectations with both new and existing customer
orders in growth. In the context of the current macroeconomic
environment, we expect FY25 revenue growth (after adjusting for
temporarily higher breakage on experience vouchers in FY24) at a
mid to high single digit percentage rate, underpinned by growth in
orders at the Moonpig brand.
Our business is well positioned to deliver
sustained growth in revenue, profit and free cash flow, driven by
our continued focus on data and technology. With respect to the
medium-term, we are targeting double digit percentage annual
revenue growth, an Adjusted EBITDA margin rate of approximately 25%
to 26% and growth in Adjusted earnings per share at a mid-teens
percentage rate.
Nickyl Raithatha, CEO, commented
"We are delighted that the Group has
delivered full-year growth in both revenue and profit, with trading
performance strengthening across our peak trading periods in the
second half of the year. This has been driven by our multi-year
investments in technology and innovation, which continue to foster
extraordinary customer loyalty.
The Moonpig Plus subscription scheme
has exceeded our expectations, passing the milestone of half a
million members within one year. Our investments in new AI
technologies are delivering an increasingly personalised experience
for our customers. As the clear online leader in greetings cards, Moonpig Group is well
positioned to benefit from the long-term structural market shift to
online."
Investor and analyst meeting
The full year results presentation
will be available on the Investor Relations section of Moonpig
Group's corporate website (www.moonpig.group/investors)
shortly after 7:00 am on 27 June 2024.
Nickyl Raithatha (CEO) and Andy
MacKinnon (CFO) will host a Q&A for analysts and investors via
webcast at 9:30am. Please note that the presentation will not be
repeated during the webcast.
Analysts wishing to register for the
event should email investors@moonpig.com.
Investors wishing to listen to the
Q&A should register via the following link:
https://www.lsegissuerservices.com/spark/MoonpigGroup/events/d8692b0f-da5f-4bd7-8080-e6a925bfb67d
Capital market event
The Group intends to hold a capital
markets event on 16 October 2024. Further information will be
provided in due course.
Enquiries
Brunswick
Group
|
+44 20 7404 5959
|
Sarah West, Fiona Micallef-Eynaud, Sofie
Brewis
|
moonpig@brunswickgroup.com
|
|
|
Moonpig
Group
|
investors@moonpig.com,
pressoffice@moonpig.com
|
Nickyl Raithatha, Chief Executive
Officer
|
|
Andy MacKinnon, Chief Financial
Officer
|
|
About Moonpig Group
Moonpig Group plc (the "Group") is a
leading online greeting cards and gifting platform, comprising the
Moonpig, Red Letter Days and Buyagift brands in the UK and the
Greetz brand in the Netherlands. The Group's leading customer
proposition includes an extensive range of cards, a curated range
of gifts, personalisation features and next day delivery
offering.
The Group offers its products
through its proprietary technology platforms and apps, which
utilise unique data science capabilities designed by the Group to
optimise and personalise the customer experience and provide
scalability. Learn more at https://www.moonpig.group/.
Forward
Looking Statements
This announcement contains certain
forward-looking statements with respect to the financial condition,
results or operation and businesses of Moonpig Group plc. Such
statements and forecasts by their nature involve risks and
uncertainty because they relate to future events and
circumstances. There are a number of other factors that may cause
actual results, performance or achievements, or industry results to
be materially different from those projected in the forward-looking
statements.
These factors include general economic and
business conditions; changes in technology; timing or delay in
signing, commencement, implementation and performance of
programmes, or the delivery of products or services under them;
industry; relationships with customers;
competition and ability to attract personnel. You are cautioned not
to rely on these forward-looking statements, which speak only as of
the date of this announcement. We undertake no obligation to update
or revise any forward-looking statements to reflect any change in
our expectations or any change in events, conditions or
circumstances.
Business review
Overview
FY24 has been a period of strong financial and
strategic delivery, with activity focused in the following key
areas:
· Innovation on
our unified technology platform, which drove a strengthening in
revenue growth to 6.6% in the second half of the year. Our product,
data and technology teams have significantly increased the velocity
of delivery for customer-facing growth initiatives. These include
Moonpig Plus and Greetz Plus subscriptions, card creativity
features (such as audio and video messages, group cards, digital
delivery of gift experiences) and AI technologies that leverage
data on previous customer purchase behaviour to enhance gifting
recommendation algorithms.
· Continued
execution of the transformation project at Experiences, including
phased migration to a new technology platform and the launch of a
new visual identity for both brands to support differentiated
market positioning.
· Developing our
pipeline of initiatives intended to drive medium-term growth,
including marketing investment in Ireland, targeted testing to
identify profitable ways to scale customer acquisition in Australia
and the US, and testing of our prototype Moonpig for Work solution
for SME business to employee gifting.
Moonpig Group has maintained its investment in
technology, marketing and operations through the economic cycle due
to the resilience, profitability and cash generation of our
business:
· Our focus on
customer lifetime value equips us with resilience in more
challenging conditions. Our approach at Moonpig and Greetz is
focused on acquiring loyal customer cohorts that drive recurring
revenue and 89% of revenue at these brands was generated from
existing customers (FY23: 89%). The long-term "sticky" nature of
these customer cohorts is supported by our data and technology
platform, which allows us to personalise the user experience. More
generally, the greeting cards market has a long track record of
recession-resilience.
· Adjusted EBITDA
margin rate increased to 28.0% (FY23: 26.3%) through a combination
of gross margin rate improvement and disciplined control of
indirect costs. Our low-inventory strategy means that profit
margins are not exposed to significant stock-related
risks.
· Our
business is highly cash generative.
We improved the ratio of net debt to Adjusted EBITDA to 1.31x at 30
April 2024, from 1.99x at 30 April 2023.
Leveraging data and technology
Last year, we completed a multi-year project to
unite Moonpig and Greetz onto a single technology platform. This
freed most of our technology teams to focus on innovation and
experimentation, driving an acceleration of the pace at which we
deploy new features.
We have further enhanced our use of AI to
personalise customer experience:
· Significant
upgrade to our algorithms by incorporating individual customer
level data into our gift recommendation engine, unlocking the
ability to show different price ranges to different
cohorts.
· Introduced
personalisation elements into all parts of the journey, including
homepage banners and promotions unique to the individual
customer.
· Enhanced the
capabilities of our AI-powered Customer Service chatbot, driving a
significant reduction in the number of customer contacts being
handled by agents.
· Launched AI
semantic search capability, using large language models to better
understand and interpret customer search terms, which will drive
increasingly more relevant search results over time.
We are leveraging technology to drive higher
customer lifetime value:
· Moonpig Plus
subscriptions passed the milestone of half a million members, with
continued strong sign-up rates and promising renewal rates for the
first cohort who joined in June 2023.
· Greetz Plus
launched in January 2024 and is following a similar encouraging
trajectory to the UK.
· Our creativity
features were used over 10 million times, allowing customers to add
video and audio messages, "sticker" images, digital gift vouchers
and AI-driven customised messages to greeting cards.
We are building deeper network
effects:
· We have deployed
features that enable online interaction with recipients (such as
video messages and digital gifts) and message contributors (group
cards), increasing the potential to convert them into new
customers.
· Moonpig for Work
is live in beta version for several customers ahead of planned
launch in FY25. This solution is initially targeted at SME
business-to-employee card giving and gifting around events such as
birthdays, work anniversaries and Christmas.
We are investing in technology at Experiences,
and upgrading how we cross-sell gift experiences to Moonpig
customers:
· We have launched
same-day gifting capability on Moonpig by combining e-cards with
digital gift experiences, with encouraging early traction across
peak event days so far.
· Technology
re-platforming of the Red Letter Days and Buyagift websites
continues at pace with a full rebuild of the front end now
complete.
· We completed an
integration with a premium dining partner unlocking access to
restaurants in London such as Harvey Nichols, Benihana, Colonel
Saab, Corrigan's Mayfair and Harrods.
Building our brands
Our strategy remains focused on delivering
revenue growth through our existing customer base and we grew
Moonpig and Greetz revenue from existing customers by 5.9% to
£261.3m (FY23: £246.8m). Our key areas of focus remain:
· Continuously
improving how we leverage our database of 90 million customer
occasion reminders (April 2023: 84 million) to communicate with
customers. Reminders represent a powerful ecosystem, enabling us to
engage with customers at moments of high card-giving intent, and
drive a significant proportion of Moonpig and Greetz
revenue.
· Encouraging
customer sign-up to Moonpig Plus and Greetz Plus, as well as
migrating Greetz customers to the app that we launched in FY23.
Greetz app penetration increased during the year to 33% (April
2023: 22%).
· Raising customer
awareness of differentiated card creativity options that we believe
will drive customer loyalty and increase lifetime value. By
showcasing innovative features such as video and audio messages, we
emphasise that our offering is superior to the online and offline
competition. This message is delivered through our website real
estate, social media and video on demand. Initiatives include the
"With Greetz you give more than a card" campaign in the Netherlands
and new creative advertising copy for Moonpig, which we plan to
launch across all channels including TV in the UK in
FY25.
We were pleased that revenue from newly acquired
customers moved back into year-on-year growth at Moonpig in H2
FY24, whilst the behaviour of cohorts acquired in the past year
remained consistent with historical cohorts. Our brands are
powerful assets, built over several decades, with high levels of
consumer awareness and a strong association with convenience,
service and range. Across FY24 we have maintained significant
investment in marketing in the UK and the Netherlands, in line with
prior year levels. We continue to acquire loyal customer cohorts
that deliver lifetime value rather than pursuing short-term,
transactional revenue.
We want to build a pipeline of early-stage
revenue expansion initiatives and have increased our activity in
new geographical markets. Revenue from Moonpig websites in Ireland,
Australia and the US grew by 34.3% to £8.7 million (FY23: £6.5
million). We successfully increased new customer acquisition in
Ireland and are conducting tests to identify scalable marketing
strategies in Australia and the US. Additionally, we are enhancing
the customer proposition by introducing localised card design
ranges, expanding the gifting range (through physical gifts in
Ireland and Australia and retail gift vouchers in the US) and
building partnerships with local gifting providers. Where we gain
confidence in customer lifetime value in any of
these markets, we would look to further scale our marketing
investment.
At Experiences, we have continued
the process of differentiating the Red Letter Days and
Buyagift brands, so that the former emphasises iconic experiences
and a more curated range, whilst the latter is more value-led. A
new, fresh visual identity has been rolled-out at each brand. We
have also increased marketing investment during the key
pre-Christmas trading period, supplementing the optimisation of
performance marketing with new brand marketing activity focused
around online video and social media to build awareness and
purchase consideration.
Evolving our range
Our customers love well-known brands that
provide reassurance that the gift will delight the recipient. As
part of our ongoing programme to onboard "trusted brands" at
Moonpig, we expanded our partnership with Virgin Wines to cover
personalised still and sparkling wine and launched Hotel Chocolat
in February 2024, which instantly became one of our most popular
gifting options. Similarly, at Greetz we are likewise strengthening
our roster of trusted brands, for instance through the recent
launch of Lindt chocolate.
We have established a unified global team
responsible for all designs on greeting cards and personalised
gifts. This team continues to negotiate with global licensors to
bring internationally recognised properties to Greetz that already
feature on Moonpig. Given the popularity of "sticker" images that
customers can use to personalise the inside of greeting cards on
Moonpig and Greetz, we have also expanded our range of sticker
designs to include images from franchises such as Disney Princess,
Marvel, Star Wars and Harry Potter.
In FY24, our Experiences division onboarded
"hero" brands such as Champneys Health Spa and W Hotels. With
Moonpig scaling sales of gift experiences as both physically
printed codes in cards and instantly delivered digital attachments
to e-cards, we are now focused on expanding our range of mid-priced
experiences in categories such as casual dining that resonate well
with Moonpig customers.
In the current trading environment, we have also
focused on operational process efficiency and the delivery of
improvements in gross margin. We delivered an increase in Group
gross margin rate to 59.4% (FY23: 56.1%), the reduction in
inventories to £7.1m (April 2023: £12.3m) and an extension in the
Greetz cut-off time for same-day dispatch to 11pm for all cards,
gifts and flowers.
Maintaining high ethical, environmental and
sustainability standards
We continue to execute against our
sustainability strategy, which commits the Group to eight long-term
goals focused on the environment, its people and its communities.
In particular, the Group has made strong progress against its
target to obtain commitments from suppliers to set net zero
emissions reduction targets aligned with SBTi criteria,
representing 67% of Scope 3 emissions by 30 April 2030. At the end
of the financial year, the Group had obtained supplier commitments
covering 19.3% of Scope 3 emissions, compared to 9.7% at 30 April
2023.
A key area of focus remains customer net
promoter score, which has been impacted by the delivery performance
of postal service providers in the UK and the Netherlands. To
address this, we have implemented a clear strategy focused
on:
· Encouraging
earlier ordering and delivery, including sending the first reminder
message to customers 14 days before each occasion.
· Improving how we
communicate estimated delivery dates. Our new "date first" user
experience flows at the checkout on our website and apps clearly
inform customers about the possibility of scheduling their orders
for cards and gifts in advance.
· Providing more
options for tracked delivery. We have collaborated with Royal Mail
to introduce a tracked delivery service at an attractive consumer
price. This service, available during peak demand periods such as
Christmas, Valentine's Day, and Mother's Day, allows customers to
send greeting cards even after the cut-off for first-class letter
post.
· Expanding our
digital offering to include e-cards with same-date digital delivery
of a gift experience, leveraging the range of Red Letter Days and
Buyagift.
We are passionate about diversity in the
technology sector. As at 30 April 2024, the combined representation
of women and ethnic minorities on our extended leadership team
stands at 49% (April 2023: 52%). Female representation at this
level is 41%, exceeding the 40% target set by the FTSE Women
Leaders Review Target. We were proud to be ranked 32nd in the FTSE
250 for women on boards and in leadership by the FTSE Women Leaders
Review 2023.
Financial review
Overview
The Group delivered consolidated revenue growth
at 6.6% in FY24, underpinned by revenue at the Moonpig brand, which
grew year-on-year at 8.2%, and by the consolidation of a full year
of trading at Experiences.
Alongside positive and strengthening Group
revenue growth, we have continued to focus on profitability,
raising Adjusted EBIT margin rate to 22.9% (FY23: 21.6%) through a
combination of gross margin rate improvement and disciplined
control of indirect costs. Our low-inventory strategy means that
profit margins are not exposed to significant stock-related
risks.
The Group has amended its definition of
Adjusting Items such that amortisation of intangible assets arising
on business combinations (acquisition amortisation) is now treated
as an Adjusting Item. The change has been made in response to
investor feedback that it would bring the Group's approach into
closer alignment with majority market practice and result in the
reporting of Alternative Performance Measures that are more readily
comparable with those of other listed businesses. As a result,
current year and prior year Adjusted EBIT, Adjusted profit before
taxation and Adjusted EPS are stated excluding acquisition
amortisation of £8.3m (FY23: £7.5m).
The Group remains strongly cash generative, with
operating cash inflows of £74.2m in FY24, compared to £56.2m in
FY23. Net debt to Adjusted EBITDA decreased from 1.99x at 30 April
2023 to 1.31x at 30 April 2024. In February 2024, the Group agreed
a new four-year, committed, multi-currency revolving credit
facility ("RCF") of £180m with a syndicate of banks. The Group's
previous £175m term loan and £80m revolving credit facilities have
been fully repaid and cancelled. The RCF is fully available for
general corporate purposes.
Financial performance - Group
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Revenue (£m)
|
341.1
|
320.1
|
6.6%
|
Gross profit (£m)
|
202.5
|
179.7
|
12.7%
|
Gross margin (%)
|
59.4%
|
56.1%
|
3.3%pts
|
Adjusted EBITDA (£m)1
|
95.5
|
84.2
|
13.5%
|
Adjusted EBITDA margin
(%)1
|
28.0%
|
26.3%
|
1.7%pts
|
Adjusted EBIT
(£)2
|
78.1
|
69.0
|
13.2%
|
Adjusted EBIT margin
(%)2
|
22.9%
|
21.6%
|
1.3%pts
|
Reported profit before taxation (£m)
|
46.4
|
34.9
|
32.9%
|
Adjusted profit before taxation
(£m)2
|
58.2
|
55.4
|
5.0%
|
Earnings per share - basic (pence)
|
10.0
|
7.8
|
28.2%
|
Earnings per share - diluted (pence)
|
9.6
|
7.7
|
24.7%
|
Net debt (£m)3
|
(125.1)
|
(167.7)
|
25.4%
|
1 Before Adjusting Items of
£3.5m in FY24 and £13.1m in FY23. See Adjusting Items at Note 6 and
definition of Alternative Performance Measures below.
2 Before Adjusting Items of
£11.8m in FY24 and £20.6m in FY23. The Group has amended its
definition of Adjusting Items such that £8.3m of acquisition
amortisation (FY23: £7.5m) is treated as an Adjusting Item in both
the current and prior year. See Adjusting Items at Note 6 and
definition of Alternative Performance Measures below.
3 Net debt is defined as
total borrowings, inclusive of lease liabilities, less cash and
cash equivalents.
The Group delivered revenue of £341.1m in FY24,
representing year-on-year growth of 6.6% on a consolidated basis.
This reflects the inclusion of a full year of Experiences revenue
in FY24, which would have contributed an additional £6.3m of prior
year revenue if owned throughout FY23. Pro forma revenue growth was
4.5%, underpinned by the Moonpig brand.
Gross margin rate strengthened by 3.3%pts
year-on-year reflecting the benefits from insourcing fulfilment in
the UK, the full year impact of changes to card prices and shipping
prices for gifts and the mix impact of a full year of trading at
Experiences. Combined with continued disciplined control of
indirect costs, this enabled the Group to deliver increases in
Adjusted EBITDA margin to 28.0% (FY23: 26.3%) and Adjusted EBIT
margin to 22.9% (FY23: 21.6%).
FY24 revenue and Adjusted EBIT include a
mid-single-digit millions uplift from temporarily higher breakage
on gift boxes (primarily distributed through high street retail
partners) and individual experience vouchers that were sold during
Covid with extended expiry dates. As these extended expiry dates
have now passed, this benefit is not expected to recur in future
years.
Reported profit before taxation increased by
32.9% to £46.4m (FY23: £34.9m), as a lower charge for Adjusting
Items was offset in part by higher depreciation and amortisation
and higher finance costs. Net finance costs increased from £13.6m
in FY23 to £19.9m in FY24, primarily reflecting higher SONIA
charges on the unhedged element of borrowings, the accelerated
amortisation of loan arrangement fees arising on refinancing and
the imputation of interest on the Experiences merchant liability
balance. Adjusted profit before taxation increased year-on-year by
5.0% to £58.2m. Adjusting Items were lower in FY24 as there were no
M&A transaction fees and the cost of only the final tranche of
the pre-IPO award which vested on 30 April 2024.
Net debt is a non-GAAP measure and is defined as
total borrowings, inclusive of lease liabilities, less cash and
cash equivalents. Group net debt as at 30 April 2024 was £125.1m
(30 April 2023: £167.7m), resulting in a ratio of net debt to
Adjusted EBITDA of 1.31x (30 April 2023: 1.99x). Net debt excluding
lease liabilities was £108.8m (30 April 2023: £148.1m).
Revenue
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Moonpig and Greetz orders
(m)
|
33.9
|
33.8
|
0.1%
|
Moonpig and Greetz average order
value (£ per order)
|
8.6
|
8.2
|
5.1%
|
Moonpig and Greetz revenue (£m)
|
292.5
|
278.5
|
5.0%
|
|
|
|
|
Moonpig revenue (£m)
|
241.3
|
223.1
|
8.2%
|
Greetz revenue (£m)
|
51.2
|
55.4
|
(7.5%)
|
Moonpig and Greetz revenue (£m)
|
292.5
|
278.5
|
5.0%
|
Experiences revenue (£m)
|
48.6
|
41.6
|
16.8%
|
Group revenue (£m)
|
341.1
|
320.1
|
6.6%
|
Moonpig and Greetz orders were flat year-on-year
for full year FY24. However, there has been a positive trend in
performance, with new technology features delivering volume growth
in the second half of the year. Orders decreased by 14.9% in full
year FY23, decreased by 5.1% in H1 FY24 and increased by 5.2% in H2
FY24. The key driver of orders growth in H2 FY24 was the strong
performance of existing customer cohorts at Moonpig, reflecting
initiatives including Moonpig Plus subscriptions. New customer
orders at Moonpig decreased year-on-year but with an improving
trajectory, reaching flat year-on-year in the final quarter. Greetz
order performance also improved although the exit run-rate was not
yet in growth.
Average order value at Moonpig and Greetz
increased by 5.1% year-on-year, reflecting the full annual impact
of card price increases implemented at the end of H1 FY23, stamp
price increases and subscription membership fee income.
This was reflected in the strengthening of
Moonpig revenue, which increased by 8.2% across the full year and
by 11.0% in H2 FY24, underpinned by orders growth in the second
half. However this includes annualisation against prior year
disruption from industrial action at Royal Mail, excluding which,
growth would have been at a high single digit rate.
The revenue trajectory at Greetz has continued
to improve, with year-on-year revenue declines abating to 5.3% in
H2 FY24 from 9.8% in H1 FY24 and 20.4% in FY23. This reflects
organisational changes that have enabled Greetz to better leverage
Group capabilities, the roll-out of new technology features such as
audio and video messaging for Dutch customers, a sharper brand
marketing focus on the differentiated features of Greetz cards and
encouraging customer adoption of functionality that drive lifetime
value such as Greetz Plus subscription membership and the Greetz
app. Trading across the last two years has been impacted by the
migration of Greetz onto our unified technology platform, which
features a clearly card-first online customer journey and has
therefore led to the foregoing of standalone gifting revenue, which
is not core to our strategy; however, the resulting card-first
business is now positioned for growth in FY25.
Trading at Red Letter Days and Buyagift has been
resilient, in the context of its higher average selling price and
the more discretionary nature of its gifting offering. We continue
to make good progress with strategic delivery, including the
technology re-platforming of Red Letter Days and Buyagift and
launch of same-day gifting on Moonpig by combining e-cards with
digital gift experiences. Experiences revenue totalled £48.6m,
which represents an increase of 1.5% relative to full-year revenue
for FY23 of £47.9m (stated pro forma to include the period prior to
acquisition). Pro forma revenue would have decreased year-on-year
if not for the mid-single-digit million upside from temporarily
higher breakage on gift boxes and vouchers that were sold during
Covid with extended expiry dates; these expiry dates have now
passed, so this benefit is not expected to recur in future
years.
Breakage is revenue earned in respect of
vouchers that expire without being redeemed. When a voucher is
purchased, the expected value of future amounts that will become
payable to merchant providers is recorded within trade and other
payables on the consolidated balance sheet. The Group considers
historical redemption rates when estimating future payments to
merchant providers and estimates are trued up for actual customer
redemption rates. For cohorts of vouchers where non-redemption
exceeds the expected rate, the Group recognises revenue from the
additional unredeemed vouchers and derecognises the accrued
merchant payable once its legal obligations to the merchants
expire.
Gifting mix of revenue
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Moonpig and Greetz cards revenue
(£m)
|
172.0
|
157.7
|
9.1%
|
Moonpig and Greetz attached gifting
revenue (£m)
|
110.8
|
109.4
|
1.3%
|
Moonpig and Greetz standalone
gifting revenue (£m)
|
9.7
|
11.4
|
(14.8)%
|
Moonpig and Greetz revenue (£m)
|
292.5
|
278.5
|
5.0%
|
Experiences gifting revenue
(£m)
|
48.6
|
41.6
|
16.8%
|
Group revenue (£m)
|
341.1
|
320.1
|
6.6%
|
|
Moonpig / Greetz total gifting
revenue (£m)
|
120.5
|
120.8
|
(0.2)%
|
Moonpig / Greetz gifting revenue mix
(%)
|
41.2%
|
43.4%
|
(2.2)%pts
|
Group gifting mix of revenue
(%)
|
49.6%
|
50.7%
|
(1.1)%pts
|
Gifting mix of revenue remained broadly flat at
49.6% (FY23: 50.7%), reflecting a full year of consolidated revenue
at Experiences. Excluding the Experiences segment, gifting revenue
mix decreased from 43.4% in FY23 to 41.2% in FY24. This primarily
reflected the full year impact of greeting card price increases
implemented during the prior year. Gift attachment rate was stable
notwithstanding the more challenging market environment for
gifting. Standalone gifting revenue decreased by 14.8%
year-on-year; however, this is not an area of focus as our strategy
at Moonpig and Greetz is to drive growth in cards and attached
gifting.
Gross margin rate
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Moonpig gross margin (%)
|
55.2%
|
51.8%
|
3.4%pts
|
Greetz gross margin (%)
|
47.1%
|
46.8%
|
0.3%pts
|
Moonpig and Greetz gross margin (%)
|
53.8%
|
50.8%
|
3.0%pts
|
Experiences gross
margin (%)
|
92.9%
|
92.0%
|
0.9%pts
|
Group gross margin (%)
|
59.4%
|
56.1%
|
3.3%pts
|
Management has maintained its focus on margin
rate improvement, increasing the Group's gross margin rate to 59.4%
(FY23: 56.1%). This primarily reflects a 3.4%pts year-on-year
improvement in gross margin rate at Moonpig, which was driven by
operational efficiencies in the UK delivered in the year after
opening new operational facilities, and the full year impact of
FY23 greeting card price increases.
Experiences gross margin rate remained
relatively consistent year-on-year at 92.9% (FY23: 92.0%). The
relatively high gross margin rate at Experiences reflects the
nature of revenue recognised at this segment, which comprises
agency commission earned from partners for the distribution of
experiences, rather than gross transaction value. Cost of goods at
the Experiences segment relates primarily to packaging and
distribution for those orders where the consumer elects to pay for
a physical gift box rather than digital delivery.
Adjusted EBITDA margin
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Moonpig Adjusted EBITDA margin (%)
|
30.1%
|
26.8%
|
3.3%pts
|
Greetz Adjusted EBITDA margin (%)
|
15.3%
|
20.3%
|
(5.0)%pts
|
Moonpig and Greetz Adjusted EBITDA margin
(%)
|
27.5%
|
25.5%
|
2.0%pts
|
Experiences Adjusted EBITDA margin
(%)
|
30.9%
|
31.4%
|
(0.5)%pts
|
Group Adjusted
EBITDA margin (%)
|
28.0%
|
26.3%
|
1.7%pts
|
Adjusted EBITDA margin rate at Moonpig increased
by 3.3%pts, reflecting pass-through of the higher gross margin
rate. The reduction in Adjusted EBITDA margin rate at Greetz
reflects the operational leverage impact of lower revenue. Across
both businesses, we have applied disciplined management of indirect
costs.
Adjusted EBITDA margin at Experiences was 30.9%,
which is comparable to a pro forma Adjusted EBITDA margin rate of
29.2% for FY23 (stated as though the business had been owned
throughout the year). The reported prior year Adjusted EBITDA
margin rate of 31.4% relates to only part of the year and is
therefore impacted by the seasonality of trading, which is
typically lower in the pre-acquisition months that were excluded
from consolidation.
Adjusted EBIT margin
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Moonpig Adjusted EBIT margin (%)
|
24.1%
|
21.5%
|
2.6%pts
|
Greetz Adjusted EBIT margin (%)
|
11.6%
|
16.6%
|
(5.0)%pts
|
Moonpig and Greetz Adjusted EBIT margin
(%)
|
21.9%
|
20.6%
|
1.3%pts
|
Experiences Adjusted
EBIT margin (%)%
|
28.7%
|
28.3%
|
0.4%pts
|
Adjusted EBIT margin (%)
|
22.9%
|
21.6%
|
1.3%pts
|
Adjusted EBIT increased year-on-year by 13.2% to
£78.1m reflecting revenue growth and the pass through of higher
gross margin rates. Adjusted EBIT margin rate increased
year-on-year by 1.3%pts to 22.9%, whereas Adjusted EBITDA margin
rate increased by 1.7%pts to 28.0%. This reflects an increase in
depreciation and amortisation (excluding acquisition amortisation)
from £15.2m in FY23 to £17.4m in FY24, resulting from additional
investment in operational facilities and technology development.
There has been no change in the Group's accounting policies or
practices relating to the capitalisation of costs as internally
generated intangible assets. We continue to amortise internally
generated intangible assets over a relatively short useful life of
three years.
Profit before taxation
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
growth %
|
Adjusted EBIT
(£m)1
|
78.1
|
69.0
|
13.2%
|
Net finance costs (£m)
|
(19.9)
|
(13.6)
|
(46.7)%
|
Adjusted profit before taxation (£m)
|
58.2
|
55.4
|
5.0%
|
Adjusting Items (£m)
|
(11.8)
|
(20.6)
|
42.6%
|
Reported profit
before taxation (£m)
|
46.4
|
34.9
|
32.9%
|
1 Adjusted EBIT for both FY24 and
FY23 excludes acquisition amortisation following a change in the
definition of Adjusting Items. The impact of this change on
Adjusted EBIT is set out in the Alternative Performance Measures
section below.
Reported profit before taxation increased by
32.9% to £46.4m (FY23: £34.9m), as stronger operating profit and a
lower charge for Adjusting Items were only partially offset by
higher net finance costs.
Net finance costs increased from £13.6m in FY23
to £19.9m in FY24:
● Interest on bank borrowings increased from £11.6m in FY23 to
£12.3m in FY24. The impact of a higher reference rate on the
unhedged element of the Group's interest rate exposure was offset
in part by lower draw-down of the Group's revolving credit
facilities.
● Amortisation of fees increased from £2.0m in FY23 to £5.0m in
FY24, reflecting a non-cash interest charge of £3.1m in FY24 for
the accelerated amortisation of loan arrangement fees arising on
refinancing (which would otherwise have been recognised in FY25 and
FY26).
● There was an additional £1.6m relating to imputation of
interest on the Experiences merchant liability balance, which we
treat as a financial liability and discount to present value in
accordance with IFRS 9.
● Interest on lease liabilities remained unchanged year-on-year
at £0.9m.
● There was a £1.3m year-on-year movement in the monetary
foreign exchange impact of Euro-denominated intercompany loan
balances. The Group recognised a £0.4m loss (FY23: £0.9m gain),
with the corresponding intercompany gain recognised in other
comprehensive income in accordance with IAS 21.
Adjusted profit before taxation increased
year-on-year by 5.0% to £58.2m. Adjusting Items were lower in FY24
as there were no M&A transaction fees and the cost of the
pre-IPO award related only to the final tranche following vesting
of the first tranche in June 2023.
Taxation
The taxation charge of £12.2m (FY23: £8.3m)
represents an effective taxation rate of 26.4% (FY23: 23.8%). This
exceeded the prevailing rates of corporation tax of 25.0% in the UK
and 25.8% in the Netherlands primarily because of the impact of the
Group's share schemes. Expressed as a percentage of Adjusted profit
before taxation, the effective tax rate was 25.1% (FY23:
19.9%).
Earnings Per Share ("EPS")
Basic EPS for FY24 was 10.0p (FY23: 7.8p) and
Adjusted Basic EPS, which is stated before Adjusting Items was
12.7p
(FY23: 13.1p). After accounting for the effect
of employee share arrangements, diluted earnings per share was
9.6p
(FY23: 7.7p).
The calculation of basic EPS is based on the
weighted average number of ordinary shares outstanding during FY24
of 343,093,868 (FY23: 340,061,402), which includes the issue of
1,198,394 shares to employees following vesting of the first
tranche of the pre-IPO award and in relation to the DSBP where
shares have been awarded to good leavers.
Throughout FY23, total issued share capital was
342,111,621, however 3,075,329 shares issued to employees prior to
the IPO remained subject to recall within a two-year period if
employment conditions were not met. These shares were excluded from
the relevant portion of FY23 in accordance with paragraph 24 of IAS
33 on the basis that they were contingently returnable. The
employment condition fell away in January 2023 therefore these
shares are included in the number of ordinary shares outstanding
throughout FY24.
Alternative Performance Measures
The Group has identified certain Alternative
Performance Measures ("APMs") that it believes provide additional useful
information on the performance of the Group. These APMs are not
defined within IFRS and are not intended to substitute or be
considered as superior to IFRS measures. Furthermore, these APMs
may not necessarily be comparable to similarly titled measures used
by other companies. The Group's Directors and management use these
APMs in conjunction with IFRS measures when budgeting, planning and
reviewing business performance. Executive management bonus targets
for FY25 include an Adjusted EBIT measure (FY24: Adjusted EBITDA)
and long-term incentive plans include an Adjusted Basic Pre-Tax
Earnings Per Share ("EPS") measure.
|
Year ended 30 April
2024
|
Year ended 30 April
2023
|
|
|
Adjusted
Measures1
|
Adjusting
Items1
|
IFRS
Measures
|
Adjusted
Measures1
|
Adjusting
Items1,2
|
IFRS
Measures
|
|
EBITDA (£m)
|
95.5
|
(3.5)
|
92.0
|
84.2
|
(13.1)
|
71.1
|
|
Depreciation and amortisation
(£m)
|
(17.4)
|
(8.3)
|
(25.7)
|
(15.2)
|
(7.5)
|
(22.7)
|
|
EBIT (£m)
|
78.1
|
(11.8)
|
66.3
|
69.0
|
(20.6)
|
48.5
|
|
Finance costs (£m)
|
(19.9)
|
-
|
(19.9)
|
(13.6)
|
-
|
(13.6)
|
|
Profit before taxation (£m)
|
58.2
|
(11.8)
|
46.4
|
55.4
|
(20.6)
|
34.9
|
|
Taxation (£m)
|
(14.6)
|
2.4
|
(12.2)
|
(11.0)
|
2.7
|
(8.3)
|
|
Profit after taxation (£m)
|
43.6
|
(9.4)
|
34.2
|
44.4
|
(17.9)
|
26.6
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (pence)
|
12.7p
|
(2.7)p
|
10.0p
|
13.1p
|
(5.3)p
|
7.8p
|
|
EBITDA margin (%)
|
28.0%
|
-
|
27.0%
|
26.3%
|
-
|
22.2%
|
|
EBIT margin (%)
|
22.9%
|
-
|
19.5%
|
21.6%
|
-
|
15.2%
|
|
PBT margin (%)
|
17.1%
|
-
|
13.6%
|
17.3%
|
-
|
10.9%
|
|
1 See Adjusting Items at Note 6 and
Alternative Performance Measures below.
2 The Group has amended its
definition of Adjusting Items, which now include acquisition
amortisation in both the current and prior year.
Note: figures in this table are
individually rounded to the nearest £0.1m As a result, there may be
minor discrepancies in the subtotals and totals due to rounding
differences.
|
The definitions for the adjusted
measures in the table are as follows:
● Adjusted profit after taxation is profit after taxation and
before Adjusting Items.
● Adjusted profit before taxation is profit before taxation and
Adjusting Items. Adjusted PBT margin is Adjusted profit before
taxation divided by total revenue.
● Adjusted EBIT is profit before taxation, interest and
Adjusting Items. Adjusted EBIT margin is Adjusted EBIT divided by
total revenue.
● Adjusted EBITDA is profit before taxation, interest,
depreciation, amortisation and Adjusting Items. Adjusted EBITDA
margin is Adjusted EBITDA divided by total revenue.
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Year-on-year
movement
|
Pre-IPO share-based payment charges
(£m)
|
(1.1)
|
(5.4)
|
4.3
|
Pre-IPO bonus awards (£m)
|
(2.4)
|
(3.3)
|
0.9
|
M&A related transaction costs
(£m)
|
-
|
(4.4)
|
4.4
|
Acquisition amortisation
(£m)
|
(8.3)
|
(7.5)
|
(0.8)
|
Adjusting Items
(£m)
|
(11.8)
|
(20.6)
|
8.8
|
Adjusting Items comprise:
● Pre-IPO incentive scheme costs, consisting of £1.1m (FY23:
£5.4m) share-based payment charges and £2.4m
(FY23: £3.3m) cash bonus awards.
These relate to one-off compensation arrangements, which have now
fully vested, granted prior to IPO and set out in the Prospectus.
The Group treats these costs as Adjusting Items as they relate to
one-off awards implemented whilst the Group was under private
equity ownership and are not part of the Group's ongoing
remuneration arrangements.
● M&A-related transaction costs of £nil (FY23: £4.4m). The
prior year costs comprise advisers' fees, stamp duty and other
costs directly relating to the acquisition of Experiences. The
Group treats these costs as Adjusting Items as they are not part of
normal business operations.
● Acquisition amortisation of £8.3m (FY23: £7.5m). For FY24,
the Group has changed its definition of Adjusting Items to include
acquisition amortisation. The change means that the Group now
reports Alternative Performance Measures on a basis that is more
readily comparable with other listed businesses. Adjusted taxation
includes the deferred taxation impact of acquisition
amortisation.
The impact of changing the definition of
Adjusting Items to include acquisition amortisation is summarised
below.
|
Revised Definition
|
Previous Definition
|
|
FY24
|
FY23
|
Year-on-year
%
|
FY24
|
FY23
|
Year-on-year
%
|
Revenue (£m)
|
341.1
|
320.1
|
6.6%
|
341.1
|
320.1
|
6.6%
|
|
|
|
|
|
|
|
Adjusted EBITDA (£m)
|
95.5
|
84.2
|
13.5%
|
95.5
|
84.2
|
13.5%
|
Adjusted depreciation and
amortisation (£m)
|
(17.4)
|
(15.2)
|
(14.9)%
|
(25.7)
|
(22.7)
|
(13.6)%
|
Adjusted EBIT (£m)
|
78.1
|
69.0
|
13.2%
|
69.8
|
61.5
|
13.5%
|
Net finance costs (£m)
|
(19.9)
|
(13.6)
|
(46.7)%
|
(19.9)
|
(13.6)
|
(46.7)%
|
Adjusted profit before taxation (£m)
|
58.2
|
55.4
|
5.0%
|
49.9
|
48.0
|
4.2%
|
Adjusted taxation (£m)
|
(14.6)
|
(11.0)
|
(36.8)%
|
(12.5)
|
(10.1)
|
(28.7)%
|
Adjusted profit after taxation (£m)
|
43.6
|
44.4
|
(2.9)%
|
37.4
|
37.9
|
(2.6)%
|
|
|
|
|
|
|
|
Adjusted basic earnings per share
(pence)
|
12.7p
|
13.1p
|
(3.1)%
|
10.9p
|
11.1p
|
(1.8)%
|
Adjusted EBITDA margin
(%)
|
28.0%
|
26.3%
|
1.7%pts
|
28.0%
|
26.3%
|
1.7%pts
|
Adjusted EBIT margin (%)
|
22.9%
|
21.6%
|
1.3%pts
|
20.5%
|
19.2%
|
1.3%pts
|
Adjusted PBT margin (%)
|
17.1%
|
17.3%
|
(0.2)%pts
|
14.6%
|
15.0%
|
(0.4)%pts
|
Determining which items should be classified as
Adjusting Items involves the exercise of judgement. We do not
classify the following as Adjusting Items on the basis that they
are recurring costs associated with delivery of financial
performance. However, we have observed that certain users of our
accounts adopt a different approach in their own financial
modelling and have therefore provided the information below to
assist these users:
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
Share-based payment charges relating to
operation of post-IPO Remuneration Policy1
(£m)
|
(3.1)
|
(2.5)
|
1 Stated inclusive of employer's
national insurance of £0.5m (FY23: £0.3m).
Net
debt
Net debt decreased during the period, from
£167.7m at 30 April 2023 to £125.1m as at 30 April 2024. Net
leverage improved to 1.31x (30 April 2023:
1.99x). Net debt is a non-GAAP measure and is defined as
total borrowings, inclusive of lease liabilities, less cash and
cash equivalents.
|
As at
30 April
2024
£m
|
As
at
30 April
2023
£m
|
Borrowings1
|
(118.4)
|
(170.5)
|
Cash and cash
equivalents
|
9.6
|
22.4
|
Borrowings less cash and cash
equivalents
|
(108.8)
|
(148.2)
|
Lease liabilities
|
(16.3)
|
(19.5)
|
Net debt
|
(125.1)
|
(167.7)
|
|
|
|
Last twelve months Adjusted
EBITDA
|
95.5
|
84.2
|
Net debt to last twelve months'
Adjusted EBITDA
|
1.31:1
|
1.99:1
|
Committed debt facilities
(£m)
|
180.0
|
255.0
|
1 Borrowings are
stated net of capitalised loan arrangement fees and hedging
instrument fees of £2.7m as at 30 April 2024 (30 April 2023:
£4.6m).
In February 2024, the Group agreed
a new four-year, committed, multi-currency revolving credit
facility ("RCF") of £180m with a syndicate of banks. The Group's
previous £175m term loan and £80m revolving credit facilities have
been fully repaid and cancelled. The RCF is fully available for
general corporate purposes.
The RCF has an initial maturity
date of 29 February 2028 with an option to extend by one year,
subject to lender approval. Borrowings are subject to interest at a
margin over the relevant currency reference interest rate dependent
on net leverage, with margins of between 2.00%-2.50% at net
leverage levels of 1.0x-2.0x. The facility covenants are tested
semi-annually and comprise a maximum ratio of net debt to Adjusted
EBITDA of 3.5x until 30 April 2025 and 3.0x thereafter and a
minimum Adjusted EBITDA interest cover ratio of 3.5x for the term
of the facility. For FY24 the actual interest cover was 7.5x
calculated as the ratio of Adjusted EBITDA (£95.5m) plus share
based payments (£3.1m) to the total of bank interest payable
(£12.3m) and interest payable on leases (£0.9m). Other line items
within finance income and charges are excluded from the covenant
definition in the facility agreement.
The Group's interest rate hedging arrangements
now comprise an interest rate cap in place with a cap strike rate
of 3.00% on £70m notional until 30 November 2024 and a new cap, put
in place during the current financial year, of 5.00% on £50m
notional from this date until 1 June 2025 and £35m until 30
November 2025. This follows the expiry of an interest rate swap (a
rate of 2.4725% on £90m notional) on 30 November 2023.
Cash flow
Cash generated from operations was £85.3m (FY23:
£57.9m):
● There was a cash inflow from lower inventory of £5.2m (FY23:
£0.8m outflow) driven through more efficient stock management. Net
inventory at 30 April 2024 was £7.1m (FY23: £12.3m).
● Trade and other receivables remained broadly unchanged
year-on-year, with a net inflow of £0.3m (FY23: £5.3m). The prior
year inflow includes the collection of a £3.2m receivable balance
in the Experiences opening balance sheet at acquisition, consisting
of funds placed in escrow to settle deferred legacy incentive
obligations.
● There was a cash outflow from trade and other payables of
£16.2m (FY23: £25.3m). This reflects lower trade creditors and a
reduction in the Experiences merchant accrual, including the impact
of additional breakage on vouchers sold during Covid with extended
expiry dates. The prior year outflow includes the impact of the
one-off settlement in FY23 of £13.5m of legacy incentive
obligations associated with the acquisition, which were fully
provided for in the opening balance sheet.
· Capital expenditure decreased year-on-year to
£13.7m (FY23: £22.6m) reflecting one-time expenditure on plant and
equipment in the prior year to fit out new operational facilities
in both the UK and the Netherlands.
Within trade and other payables as at 30 April
2023, we have reclassified £2.3m from merchant accrual to other
taxation and social security. As such, merchant accrual balances of
£45.3m as at 30 April 2024 and £53.5m as at 30 April 2023 are
stated excluding the corresponding VAT.
Adjusted Operating Cash Conversion
The Group is strongly cash generative, with
operating cash inflows of £74.2m (FY23: £56.2m) representing
Adjusted Operating Cash Conversion of 78% (FY23: 67%). The increase
in Operating Cash Conversion reflects prior year one-time capital
expenditure on new operational facilities in both the UK and the
Netherlands.
|
Year ended
30 April
2024
£m
|
Year
ended
30 April
20234
£m
|
|
Profit before
taxation
|
46.4
|
34.9
|
|
Add back: Finance costs
|
19.9
|
13.6
|
|
Add back: Adjusting
Items1 (excluding
share-based payments)
|
10.7
|
15.1
|
|
Add back: Adjusting Items - Share-based
payments
|
1.1
|
5.4
|
|
Add back: Depreciation and
amortisation1 (excluding acquisition
amortisation)
|
17.4
|
15.2
|
|
Adjusted
EBITDA
|
95.5
|
84.2
|
|
Less: Capital expenditure (fixed and intangible
assets)
|
(13.7)
|
(22.6)
|
|
Adjust: Impact of share-based
payments2
|
3.1
|
1.9
|
|
Add back: Decrease / (increase) in
inventories3
|
5.2
|
(0.8)
|
|
Add back: Increase in trade and other
receivables3
|
0.3
|
5.3
|
|
Add back: (Decrease) in trade and other
payables3
|
(16.2)
|
(11.8)
|
|
Operating cash
flow3
|
74.2
|
56.2
|
|
Adjusted
Operating Cash Conversion
|
78%
|
67%
|
|
Add back: Capital expenditure
|
13.7
|
22.6
|
|
Add back: Loss on disposal and right of use
asset impairment
|
0.2
|
0.5
|
|
Add back: (Decrease) / increase in debtors and
creditors with
undertakings formerly under common control
|
-
|
0.3
|
|
Less: Adjusting Items (excluding share-based
payments and amortisation)
|
(2.4)
|
(7.7)
|
|
Less: Research and development tax
credit
|
(0.4)
|
(0.4)
|
|
Cash generated
from underlying operations
|
85.3
|
71.5
|
|
Settlement of M&A related
employee bonuses at Experiences4
|
-
|
(13.5)
|
|
Cash generated from / (used in) operations
|
85.3
|
57.9
|
|
1 The prior year Adjusting Items
(excluding share-based payments) and Depreciation and Amortisation
numbers have been restated to reflect the classification of
acquisition amortisation as an Adjusting Item.
2 Comprises: (1) the add back of
non-cash share-based payment charges of £2.6m (FY23: £2.2m)
relating to operation of post-IPO Remuneration Policy, which are
not classified as an Adjusting item; offset by (2) the cash impact
of employer's national insurance of £0.2m (FY23: £0.3m) arising on
pre-IPO share based payment charges which are classified as an
Adjusting Item. Refer to Note 6. In FY24, the charge was offset by
a release of £0.7m in relation to a true up of NI at year end to
reflect the share price at the vesting date of the pre-IPO share
awards.
3 Working capital movements for the
year ended 30 April 2023 have been adjusted for the opening
balances arising upon acquisition of Experiences.
4 Operating cash flow excludes
settlement of legacy incentive obligations in FY23 associated with
the acquisition, which were fully provided for in the opening
balance sheet.
|
Operating cash flow and Adjusted Operating Cash
Conversion are non-GAAP measures. Adjusted Operating Cash
Conversion is defined as operating cash flow divided by Adjusted
EBITDA, expressed as a ratio. Adjusted Operating Cash Conversion
informs management and investors about the cash operating cycle of
the business and how efficiently operating profit is converted into
cash.
Capital allocation
We remain disciplined in our
approach to allocation of capital and continue to prioritise
organic investment to drive growth, including investment in
technology and marketing. Future investments may extend to new
geographical markets, contingent upon achieving optimal customer
acquisition costs and confidence in customer lifetime value. We
will also selectively consider value-accretive M&A
opportunities, maintaining a high threshold for strategic and
financial returns.
Over the past two financial years,
we have also focused on balance sheet deleveraging. In FY24, we
reduced net leverage from 1.99x to 1.31x, a decrease of
approximately 0.7 turns. Given our strong cash generation, there is
potential for a similar reduction in net leverage in FY25. To
maintain an efficient capital structure, our target is to operate
with net leverage of approximately 1.0x over the medium term, with
flexibility to move beyond this as business needs
require.
We will continue to prioritise
investment to drive the execution of our growth strategy. With our
consistent strong operating cash generation and the progress being
made with deleveraging, we will also have the financial flexibility
to consider returning excess capital to shareholders.
Outlook
Trading since the start of the year has been in
line with our expectations with both new and existing customer
orders in growth. In the context of the current macroeconomic
environment, we expect FY25 revenue growth (after adjusting for
temporarily higher breakage on experience vouchers in FY24) at a
mid to high single digit percentage rate, underpinned by growth in
orders at the Moonpig brand.
Our business is well positioned to deliver
sustained growth in revenue, profit and free cash flow, driven by
our continued focus on data and technology. With respect to the
medium-term, we are targeting double digit percentage annual
revenue growth, an Adjusted EBITDA margin rate of approximately 25%
to 26% and growth in Adjusted earnings per share at a mid-teens
percentage rate.
Technical guidance
Capital expenditure
|
We expect total recurring tangible and
intangible capital expenditure to equate to between 4% and 5% of
revenue in FY25, and we plan to maintain this ratio in the same
range going forward. Within this, we expect that tangible capital
expenditure will be in the region of £2m per year.
We are evaluating potential for investment in
automation and robotics at our UK fulfilment centre to increase
efficiency and provide additional capacity at periods of peak
throughput for gifting. If pursued, this would require additional
capital expenditure in the range of low to mid-single digit
millions.
|
Depreciation and amortisation
|
We expect depreciation and amortisation of
between £20m and £23m in FY25. This includes depreciation of
purchased tangible fixed assets (including right-of-use assets) and
amortisation of internally generated intangible fixed assets but
excludes the amortisation of intangible fixed assets arising on
business combinations.
|
Acquisition amortisation
|
We expect the amortisation of intangible fixed
assets arising on business combinations to be approximately £8m in
FY25 and anticipate that this will be the only Adjusting Item for
the year.
|
Net finance costs
|
We expect net finance costs in FY25 to be in the
region of £12m. This includes expected interest payments on the new
RCF of approximately £8m (based on the Group's expected
deleveraging profile, current forward market expectations for SONIA
and hedging arrangements currently in place). Deemed interest on
the merchant accrual is expected to be approximately £2m. The
remainder relates to deemed interest on lease liabilities and the
amortisation of up-front RCF arrangement fees and hedging fees. We
have assumed no monetary gain or loss on Euro-denominated
intercompany loan balances.
|
Taxation
|
We expect the Group's effective tax rate to be
between 25% and 26% of reported profit before taxation in FY25 and
thereafter.
|
Share based payments
|
We expect the total charge for share based
payments (relating to the LTIP, DSBP and SAYE share schemes) to be
approximately £6m in FY25. The actual charge may vary to the extent
that there are "bad" leavers and, for the element of each LTIP
award which is subject to an EPS performance condition, in the
event of profit outcomes that vary from current expectations. These
share based payment charges will not be classified as an Adjusting
Item.
|
Pre-IPO Award
|
The final tranche of the pre-IPO award vested on
30 April 2024. This is expected to result in cash outflows of
approximately £5m (excluding national insurance costs) and the
issue of 1,413,971 shares, both arising in Q1 FY25.
|
Consolidated income statement
For the year ended 30 April
2024
|
Note
|
2024
£000
|
2023
£000
|
Revenue
|
3
|
341,141
|
320,125
|
Cost of sales
|
4
|
(138,608)
|
(140,449)
|
Gross profit
|
|
202,533
|
179,676
|
Selling and administrative
expenses
|
5,6
|
(137,598)
|
(132,534)
|
Other income
|
5
|
1,349
|
1,319
|
Operating profit
|
|
66,284
|
48,461
|
Finance income
|
7
|
198
|
21
|
Finance costs
|
7
|
(20,082)
|
(13,577)
|
Profit before taxation
|
|
46,400
|
34,905
|
Taxation
|
9
|
(12,231)
|
(8,298)
|
Profit after taxation
|
|
34,169
|
26,607
|
Profit attributable to:
|
|
|
|
Equity holders of the
Company
|
|
34,169
|
26,607
|
Earnings per share
(pence)
|
|
|
|
Basic
|
10
|
10.0
|
7.8
|
Diluted
|
10
|
9.6
|
7.7
|
All activities relate to continuing
operations.
The accompanying notes are an
integral part of these condensed consolidated financial
statements.
Consolidated statement of comprehensive
income
For the year ended 30 April
2024
|
Note
|
2024
£000
|
2023
£000
|
Profit for the year
|
5
|
34,169
|
26,607
|
Items that may be reclassified to profit or
loss
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
30
|
(158)
|
Cash flow hedge:
|
|
|
|
Fair value changes in the
year
|
22
|
715
|
1,891
|
Cost of hedging reserve
|
22
|
243
|
126
|
Fair value movements on cash flow
hedges transferred to the profit or loss
|
22
|
(2,222)
|
(136)
|
Deferred tax on other
comprehensive income
|
9
|
(95)
|
-
|
Total other comprehensive income
|
|
(1,329)
|
1,723
|
Total comprehensive income for the year
|
|
32,840
|
28,330
|
The accompanying notes are an
integral part of these condensed consolidated financial
statements.
Notes to the consolidated financial
statements
1
General information
Moonpig Group plc (the "Company"
or "Parent Company") is a public limited company incorporated in
the United Kingdom under the Companies Act 2006, whose shares are
traded on the London Stock Exchange. The condensed consolidated
financial statements of the Company as at and for the year ended 30
April 2024 comprise the Company and its interests in subsidiaries
(together referred to as the "Group"). The Company is domiciled in
the United Kingdom and its registered address is Herbal House, 10
Back Hill, London, EC1R 5EN, England, United Kingdom. The Company's
LEI number is 213800VAYO5KCAXZHK83.
Basis of preparation
The condensed consolidated
financial statements of Moonpig Group plc have been prepared in
accordance with UK adopted international accounting standards in
conformity with the requirements of the Companies Act
2006.
All figures presented are rounded
to the nearest thousand (£000), unless otherwise stated.
The condensed consolidated
financial statements have been prepared on the going concern basis
and under the historical cost convention modified by revaluation of
financial assets and financial liabilities held at fair value
through profit and loss.
Basis of consolidation
Subsidiaries are entities over
which the Group has control. Control exists when the Group has
existing rights that give it the ability to direct the relevant
activities of an entity and has the ability to affect the returns
the Group will receive as a result of its involvement with the
entity. In assessing control, potential voting rights that are
currently exercisable or convertible are taken into account. The
condensed financial statements of subsidiaries are included in the
condensed consolidated financial statements from the date that
control commences until the date that control ceases.
Intercompany transactions and
balances between Group companies are eliminated on
consolidation.
The condensed financial statements
of all subsidiary undertakings are prepared to the same reporting
date as the Company. All subsidiary undertakings have been
consolidated.
The subsidiary undertakings of the Company at
30 April 2024 are detailed at the end of the notes to the condensed
consolidated financial statements below.
Consideration of climate change
In preparing the condensed
consolidated financial statements, the Directors have considered
the impact of climate change, particularly in the context of the
risks identified in the TCFD disclosures within the Annual Report
and Accounts for the year ended 30 April 2024. There has been no
material impact identified on the financial reporting judgements
and estimates. In particular, the Directors considered the impact
of climate change in respect of the following areas:
·
Going concern and viability of the Group over the next three
years.
·
Cash flow forecasts used in the impairment assessments of
non-current assets including goodwill and other intangible
assets.
·
Carrying amount and useful economic lives of property, plant
and equipment.
Whilst there is currently no
material financial impact expected from climate change in the short
or medium term, the Directors will assess climate-related risks at
each reporting date against judgements and estimates made in
preparation of the Group's condensed consolidated financial
statements.
Going concern
The Group's business activities,
together with the factors likely to affect its future development,
performance and position, are set out in the Strategic report of
the Annual Report and Accounts for the year ended 30 April
2024.
The Group has continued to generate positive
operating cash flow and finished the year with liquidity headroom
of £69,378,000 (2023: £102,394,000) comprising gross cash and
unutilised committed facilities.
During the financial year the
Group completed a refinancing, replacing its term loan and
revolving credit facility with a new £180,000,000 committed
four-year Revolving Credit Facility (the "RCF"). The RCF has an
initial maturity date of 29 February 2028 with an option to extend
by one year (subject to lender approval).
The amounts drawn under the RCF bear interest
at a floating reference rate plus a margin. The reference rates are
SONIA for loans in Sterling, EURIBOR for loans in Euro and SOFR for
loans in US Dollars. As at 30 April 2024 the Group had drawn down
£113,000,000 and €8,500,000 of the available revolving credit
facility.
The Group's interest rate hedging
arrangements now comprise a SONIA interest rate cap with a cap
strike rate of 3.00% on £70m notional until 30 November 2024 and a
SONIA interest rate cap, put in place during the current financial
year, of 5.00% on £50m notional from 29 November 2024 until 1 June
2025, reducing thereafter to £35m notional until expiry on 30
November 2025. This follows the expiry of a SONIA interest rate
swap (at a rate of 2.4725% on £90m notional) on 30 November
2023.
The RCF is subject to two
covenants, each tested at six-monthly intervals. The leverage
covenant, measuring the ratio of net debt to last twelve months
Adjusted EBITDA, is a maximum of 3.5x until April 2025 and 3.0x
thereafter. The interest cover covenant, measuring the ratio of
last twelve months Adjusted EBITDA (excluding share based payments,
as specified in the facilities agreement) to the total of bank
interest payable and interest payable on leases, is a minimum of
3.5x for the term of the facility. The Group has complied with all
covenants from entering the RCF until the date of these condensed
consolidated financial statements and is forecast to comply with
these during the going concern assessment period.
To support the Group's assessment
of going concern, detailed trading and cash flow forecasts,
including forecast liquidity and covenant compliance, were prepared
for the 22-month period to 30 April 2026.The Directors have
reviewed the severe but plausible scenarios as described within the
viability statement of the Annual Report and Accounts for the year
ended 30 April 2024; in these scenarios, the Group continues to
have sufficient resources to continue in operational existence. In
the event that more severe impacts occur, controllable mitigating
actions are available to the Group should they be
required.
The Directors also reviewed the
results of reverse stress testing performed throughout the going
concern and viability periods, to provide an illustration of the
extent to which existing customer purchase frequency and levels of
new customer acquisition would need to deteriorate in order that
their cumulative effect should either trigger a breach in the
Group's covenants under the RCF or else exhaust liquidity. The
probability of this scenario occurring was deemed to be remote
given the resilient nature of the business model and strong cash
conversion of the Group.
After making enquiries, the
Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for at least 12
months from the date of signing these condensed consolidated
financial statements. Accordingly, they continue to adopt the going
concern basis in preparing these condensed consolidated financial
statements, in accordance with those parts of the Companies Act
2006 applicable to companies reporting under IFRS.
Critical accounting judgements and
estimates
In preparing these condensed
consolidated financial statements, management has made judgements
and estimates that affect the application of the accounting
policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to estimates are recognised
prospectively.
The areas of judgement which have
the greatest potential effect on the amounts recognised in the
condensed consolidated financial statements are:
Capitalisation of internally generated
assets
Certain costs incurred in the
developmental phase of an internal project, which include the
development of technology, app and platform enhancements and
internally generated software and trademarks, are capitalised as
intangible assets if a number of criteria are met. The costs of
internally developed assets include capitalised expenses of
employees working full time on software development projects,
third-party firms and software licence fees. Management has made
judgements and assumptions when assessing whether development meets
these criteria and on measuring the costs attributed to such
projects. The amounts of, and movements in, such assets are set out
in Note 11.
The areas of estimates which have
the greatest potential effect on the amounts recognised in the
condensed consolidated financial statements are:
Useful life of internally generated assets
The estimated useful lives which are used to
calculate amortisation of internally generated assets (the Group's
platforms and applications) are based on the length of time these
assets are expected to generate income and be of benefit to the
Group. The uncertainty included in this estimate is that if the
useful lives are estimated to differ from the actual useful lives
of the intangible assets, this could result in accelerated
amortisation in future years and/or impairments. The economic lives
of internally generated intangible assets are estimated at three
years. Amortisation methods, useful lives and residual values are
reviewed at each reporting date and adjusted if appropriate. If the
useful life of internally generated assets were estimated to be
shorter or longer by one year, than the current useful life of
three years, the net book value would (decrease)/increase by
(£5,393,000)/£4,556,000 from the amount recognised as at 30 April
2024. The amounts of, and movements in, such assets are set out in
Note 11.
Experiences merchant accrual
The merchant accrual has been
identified as a significant estimate following the acquisition of
Experiences, which acts as an agent at the point of sale. When a
voucher is purchased, the expected value of future amounts that
will become payable to merchant providers is recognised within
trade and other payables on the balance sheet. The Group takes into
account historical redemption rates when estimating future payments
to merchant providers, with the span between the upper and the
lower ends of the range in historical trends for these rates
equivalent to a £2,453,000 movement in the amount recognised in
revenue. The estimates are trued up for actual customer utilisation
rates in the year.
Carrying amount of Experiences goodwill
Goodwill is tested annually for
impairment. The critical accounting estimates made in the
calculation of the recoverable amount are:
· Pre-perpetuity period of six years (2023: seven
years).
· Pre-perpetuity compound annual revenue growth rate of 6.6%
(2023: 10.5%).
· Discount rate of 15.1% (2023: 13.5%).
Sensitivity analysis and further
disclosure relating to these critical accounting estimates is set
out in Note 11.
2
Summary of significant accounting policies
New standards, amendments and interpretations adopted from 1
May 2023
The following amendments are
effective for the year beginning 1 May 2023:
·
Disclosure of Accounting Policies (Amendments to IAS 1 and
IFRS Practice Statement 2).
·
Definition of Accounting Estimates (amendments to IAS
8).
·
Deferred Tax Related to Assets and Liabilities arising from a
Single Transaction (Amendments to IAS 12).
·
International Tax Reform - Pillar Two Model Rules (Amendments
to IAS 12).
These amendments to various IFRS
standards are mandatorily effective for reporting periods beginning
on or after 1 May 2023 and had no material impact on the year-end
condensed consolidated financial statements of the
Group.
New standards, amendments and interpretations not yet
adopted
The following adopted IFRSs have
been issued but have not been applied by the Group in these
condensed consolidated financial statements. Their adoption is not
expected to have material effect on the condensed consolidated
financial statements unless otherwise indicated:
The following amendments are
effective for the year beginning 1 May 2024:
·
IFRS 16 Leases (Amendment - Liability in a Sale and
Leaseback).
·
IAS 1 Presentation of Financial Statements (Amendment -
Classification of Liabilities as Current or
Non-current).
·
IAS 1 Presentation of Financial statements (Amendment -
Non-current Liabilities with Covenants).
The following amendments are
effective for the year beginning 1 May 2025:
·
Lack of Exchangeability (Amendments to IAS 21 The Effects of
Changes in Foreign Exchange rates)
The following amendments are
effective for the year beginning 1 May 2027:
·
IFRS 18 'Presentation
and Disclosure in the Financial
Statements.
The principal accounting policies
are set out below. Policies have been applied consistently, other
than where new policies have
been applied.
a) Foreign currency translation
The condensed consolidated
financial statements are presented in Pounds Sterling, which is the
Group's presentational currency and are rounded to the nearest
thousand. The income and cash flow statements of Group undertakings
that are expressed in other currencies are translated to Sterling
using exchange rates applicable on the dates of the underlying
transactions. Average rates of exchange in each year are used where
the average rate approximates the relevant exchange rate on the
date of the underlying transactions. Assets and liabilities of
Group undertakings are translated at the applicable rates of
exchange at the end of each year.
The differences between retained
profits translated at average and closing rates of exchange are
taken to the foreign currency translation reserve, as are
differences arising on the retranslation to Sterling (using closing
rates of exchange) of overseas net assets at the beginning of the
year and are presented as a separate component of equity. They are
recognised in the income statement when the gain or loss on
disposal of a Group undertaking is recognised.
Foreign currency transactions are
initially recognised in the functional currency of each entity in
the Group using the exchange rate ruling at the date of the
transaction. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation of foreign
currency assets and liabilities at year-end rates of exchange are
recognised in the income statement. Foreign exchange gains or
losses recognised in the income statement are included in operating
profit or finance costs / income depending on the underlying
transactions that gave rise to these exchange
differences.
b) Revenue
The Group recognises revenue when
it has satisfied its performance obligations to external customers
and control of the goods has been transferred. The Group is
principally engaged in the sale of cards, physical gifts and gift
experiences.
i) Sale of cards and physical gifts
The Group generates revenue from
the sale of cards and physical gifts. Shipping and handling is not
a separate performance obligation and any shipping fees charged to
the customer are included in the transaction price. The sale of
goods and any shipping and handling represents a single performance
obligation which is satisfied upon delivery of the relevant goods
and the transfer of control to that customer. Revenue is measured
at the transaction price received net of value added tax, discounts
and is reduced for provisions of customer returns and remakes based
on the history of such matters. The cost of shipping is directly
associated with generating revenue and therefore presented within
cost of sales.
ii) Subscription revenue
The Group operates subscription
membership schemes whereby customers are charged an upfront annual
fee in return for discounts on subsequent greeting card purchases
and other ancillary benefits over the following 12-month period. In
addition, for new members, the initial greeting card purchase is
typically subject to a discount.
Revenue is measured at the
transaction price, which is the standalone selling price of the
subscription membership. The membership contract gives rise to a
performance obligation because it grants the customer an option to
acquire additional goods and services and that option provides
material rights that the customer would not receive without
entering that contract. Revenue is recognised as goods or services
are transferred in line with the exercise of those material
rights.
The material rights provided to
subscription members currently comprise:
• The
discount on the initial greeting card purchase, in the first year
of subscription membership only, to the extent that this exceeds
the price that a customer could access through generally available
discounts.
• Expected
usage of the discount on subsequent card purchases, to the extent
that this exceeds the price that a customer could otherwise access
through generally available discounts.
• Expected
usage of ancillary benefits, such as free postcards.
iii) Sale of gift experiences
The Group operates a platform for the
distribution of gift experience vouchers that may be redeemed for a
wide choice of experiences provided by third party merchant
partners and either gifted or kept for a consumer's own use.
Revenue is recognised when a consumer purchases a gift experience,
acting as an agent at the point of sale. At this point, the Group's
obligations are substantially complete, subject to a provision for
refunds as stipulated in the terms of the sale, as the Group's
merchant partners provide gift experience services, following
redemption either through the Group's websites or directly with the
recipient's chosen merchant partner.
The amount of revenue recognised primarily
comprises the expected value of fees and any other income
receivable in accordance with the Group's contracts with third
party merchant partners, rather than the gross value of vouchers
purchased. This includes an estimate of the revenue to be
recognised in relation to vouchers which are not redeemed based on
historical rates.
Each voucher is multi-purpose and can be
exchanged for any experience at any point until redemption, on
account of which merchants are not paid a share of the gross value
of a voucher until after redemption. The expected value of future
amounts that will become payable to merchants is included within
trade and other payables on the balance sheet and estimates are
trued up for actual customer redemption rates. See further
information within critical accounting estimates below. Where
non-redemption exceeds the expected rate for a cohort of vouchers,
the Group recognises revenue from the additional unredeemed
vouchers and derecognises the accrued merchant payable once its
legal obligations to the merchants expire.
c) Taxation
Taxation is chargeable on the
profits for the year, together with deferred taxation.
The current income tax charge is
calculated based on tax laws enacted or substantively enacted at
the balance sheet date in the countries where the Group's
subsidiaries operate and generate taxable income.
Deferred taxation is provided in
full using the liability method for temporary differences between
the carrying amount of assets and liabilities for financial
reporting purposes and the amount used for taxation purposes. A
deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised.
Deferred tax is determined using
the tax rates that have been enacted or substantively enacted by
the balance sheet date and are expected to apply when the related
deferred tax asset is realised, or deferred tax liability is
settled. Deferred tax relating to items recognised outside of
profit or loss is also recognised outside profit or loss. Deferred
tax items are recognised in correlation to the underlying
transaction either in other comprehensive income or directly in
equity. Deferred tax assets and liabilities are offset if a legally
enforceable right exists to set off current tax assets against
current income tax liabilities and the deferred taxes relate to the
same taxable entity and the same taxation authority.
Tax is recognised in the income
statement except to the extent that it relates to items recognised
in other comprehensive income or directly in equity, in which case
it is recognised in the statement of other comprehensive income or
the statement of changes in equity.
d) Business combinations
Business combinations are
accounted for using the acquisition method. The cost of an
acquisition is measured as the aggregate of the consideration
transferred which is measured at the acquisition date. The
acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3
Business Combinations are recognised at their fair values at the
acquisition date.
Acquisition-related items such as
legal or professional fees are recognised as expenses in the year
in which the costs are incurred as Adjusting Items.
e) Goodwill
Goodwill arising on the
acquisition of an entity represents the excess of the cost of
acquisition over the Group's interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the
entity recognised at the date of acquisition. Goodwill relates to
the Greetz and Experiences cash-generating units.
Goodwill is initially recognised
as an asset at cost and is subsequently measured at cost less any
accumulated impairment losses. Goodwill is not subject to
amortisation but is tested for impairment annually or whenever
there is evidence that it may be required. Any impairment of
goodwill is recognised immediately in the income statement and is
not subsequently reversed. Goodwill is denominated in the currency
of the acquired entity and revalued to the closing exchange rate at
each reporting year date.
Goodwill in respect of
subsidiaries is included in intangible assets. On disposal of a
subsidiary, the attributable amount of goodwill is included in the
determination of the profit or loss on disposal.
f) Intangible assets other than goodwill
i) Separately acquired intangible assets
Intangible assets acquired
separately are measured on initial recognition at fair value at the
acquisition date, provided they are identifiable and capable of
reliable measurement.
Intangible assets with a finite
useful life that are acquired separately are carried at cost less
accumulated amortisation and impairment losses. These intangible
assets are amortised on a straight-line basis over their remaining
useful lives, consistent with the pattern of economic benefits
expected to be received. The amortisation charge is included within
selling and administrative expenses in the income
statement.
ii) Internally generated research and development
costs
Research expenditure is charged to
the income statement in the year in which it is incurred.
Development expenditure is charged to the income statement in the
year it is incurred unless it meets the recognition criteria of IAS
38 Intangible Assets to be capitalised as an intangible
asset.
Following initial recognition of
the development expenditure as an asset, the asset is carried at
cost less any accumulated amortisation and impairment losses.
Amortisation begins when development is complete and the asset is
available for use; the charge is included within selling and
administrative expenses in the income statement. The estimated
useful lives of separately acquired and internally generated assets
are as follows:
|
Straight-line amortisation period
|
Trademark
|
10 years
|
Technology and development
costs
|
3 years
|
Customer relationships
|
1 to 12 years
|
Software
|
3 to 5 years
|
Other intangibles
|
2 to 4 years
|
g) Impairment of non-financial assets
Assets are reviewed for impairment
whenever events indicate that the carrying amount of a
cash-generating unit or the carrying amounts of non-financial
assets may not be recoverable. In addition, assets that have
indefinite useful lives are tested annually for impairment. An
impairment loss is recognised to the extent that the carrying
amount exceeds the higher of the asset's fair value less costs to
sell and its value in use.
A cash-generating unit is the
smallest identifiable group of assets that generates cash flows
which are largely independent of the cash flows from other assets
or groups of assets. At the acquisition date, any goodwill acquired
is allocated to the relevant cash-generating unit or group of
cash-generating units expected to benefit from the acquisition for
the purpose of impairment testing of goodwill.
h) Impairment of financial assets held at amortised
cost
As permitted by IFRS 9 Financial
Instruments, loss allowances on trade receivables arising from the
recognition of revenue under IFRS 15 Revenue from Contracts with
Customers are initially measured at an amount equal to lifetime
expected losses. Allowances in respect of loans and other
receivables are initially recognised at an amount equal to 12-month
expected credit losses. Allowances are measured at an amount equal
to the lifetime expected credit losses where the credit risk on the
receivables increases significantly after initial
recognition.
i) Property, plant and equipment
Property, plant and equipment are
stated at cost less accumulated depreciation and impairment.
Depreciation is calculated on a straight-line basis to write off
the assets over their useful economic life. No depreciation is
provided on freehold land. The estimated useful lives are as
follows:
|
Straight-line depreciation period
|
Freehold property
|
25 years
|
Plant and machinery
|
4 years
|
Fixtures and fittings
|
4 years
|
Leasehold improvements
|
10 years or the unexpired term of
lease if lower
|
Computer equipment
|
3 years
|
Right-of-use assets (plant and
machinery, land and buildings)
|
Lease length
|
Climate change is not considered
to materially impact the estimated useful lives of assets. Although
extreme weather events could potentially damage manufacturing and
distribution facilities, the probability of this occurring at the
Group's most vulnerable location, Guernsey, is only 0.2% annually
over the expected lifespan of the assets. Furthermore, the Group
has flexibility in its production network and could shift
production to other locations to mitigate any business
interruptions.
j) Leased assets
Group as lessee
The Group records its lease
obligations in accordance with the principles for the recognition,
measurement, presentation and disclosures of leases as set out in
IFRS 16. The Group applies IFRS 16 Leases to contractual
arrangements which are, or contain, leases of assets and
consequently recognises right-of-use assets and lease liabilities
at the commencement of the leasing arrangement, with the asset
included in Note 13 and the liabilities included as part of
borrowings in Note 20. The nature of the Group's leases are
offices, warehouses, and printing machinery.
Lease liabilities are initially
recognised at an amount equal to the present value of estimated
contractual lease payments at the inception of the lease, after
taking into account any options to extend the term of the lease to
the extent they are reasonably certain to be exercised. Lease
commitments are discounted to present value using the interest rate
implicit in the lease if this can be readily determined, or the
applicable incremental rate of borrowing, as appropriate.
Right-of-use assets are initially recognised at an amount equal to
the lease liability, adjusted for initial direct costs in relation
to the assets, then depreciated over the shorter of the lease term
and their estimated useful lives.
Group as lessor
The Group has entered into a lease
agreement as a lessor with respect to one of its properties. This
is accounted for as an operating lease as the lease does not
transfer substantially all the risks and rewards of ownership to
the lessee.
When the Group is an intermediate
lessor, it accounts for the head lease and the sublease as two
separate contracts. The sublease is classified as a finance or
operating lease by reference to the right-of-use asset arising from
the head lease.
Rental income from operating
leases is recognised on a straight-line basis over the term of the
relevant lease. Initial direct costs incurred in negotiating and
arranging an operating lease are added to the carrying amount of
the leased asset and recognised on a straight-line basis over the
lease term.
k) Inventories
Inventories include raw materials
and finished goods and are stated at the lower of cost and net
realisable value. Cost is based on the weighted average cost
incurred in acquiring inventories and bringing them to their
existing location and condition, which will include raw materials,
direct labour and overheads, where appropriate.
l) Cash and cash equivalents
Cash and cash equivalents comprise
cash in hand, call deposits, cash held by payment service providers
and other short-term highly liquid investments that are readily
convertible to a known amount of cash and are subject to an
insignificant risk of changes in value, with a maturity of three
months or less. Cash equivalents relate to cash in transit from
various payment processing intermediaries that provide receipting
services to the Group.
For the purposes of the
consolidated cash flow statement, cash and cash equivalents consist
of cash and short-term deposits as defined above and are shown net
of bank overdrafts, which are included as current borrowings in the
liabilities section on the balance sheet.
m) Financial instruments
The primary objective of the
Group's business model for managing financial assets, with regard
to the management of cash, is to protect against the loss of
principal. Additionally, the Group aims to maximise liquidity by
concentrating cash centrally; to align the maturity profile of
external investments with that of the forecast liquidity profile;
to wherever practicable, match the interest rate profile of
external investments to that of debt maturities or fixings; and to
optimise the investment yield within the Group's investment
parameters.
Financial assets and liabilities
are recognised when the Group becomes a party to the contractual
provisions of the relevant instrument and derecognised when it
ceases to be a party. Such assets and liabilities are classified as
current if they are expected to be realised or settled within 12
months after the balance sheet date. If not, they are classified as
non-current. In addition, current liabilities include amounts where
the entity does not have an unconditional right to defer settlement
of the liability for at least 12 months after the balance sheet
date.
Non-derivative financial assets
are classified on initial recognition in accordance with the
Group's business model as investments, loans and receivables, or
cash and cash equivalents and accounted for as follows:
·
Loans and other
receivables: These are non-derivative financial
assets with fixed or determinable payments that are solely payments
of principal and interest on the principal amount outstanding, that
are primarily held to collect contractual cash flows. These
balances include trade and other receivables and are measured at
amortised cost, using the effective interest rate method and stated
net of allowances for credit losses.
·
Cash and cash
equivalents: Cash and cash equivalents include
cash in hand, deposits held on call and cash in transit. Cash
equivalents normally comprise instruments with maturities of three
months or less at their date of acquisition. In the cash flow
statement, cash and cash equivalents are shown net of bank
overdrafts, which are included as current borrowings in the
liabilities section on the balance sheet.
Non-derivative financial
liabilities, including borrowings, trade payables and the merchant
accrual, are stated at amortised cost using the effective interest
method. For borrowings, their carrying amount includes accrued
interest payable. The effective interest method takes
into account both the contractual cash flows and the time value of
money. The carrying amount of the financial liability is adjusted
over time to reflect the unwinding of the discount, whereby the
discount represents the difference between the initial fair value
and the amount paid or received. The discounting process involves
applying a discount rate to the future cash flows associated with
the financial liability. The effect of discounting is recognised as
an interest expense in the profit and loss over the expected term
of the financial liability
Derivative financial instruments
are used to manage risks arising from changes in interest rates
relating to the Group's external debt. The Group does not hold or
issue derivative financial instruments for trading purposes. The
Group uses the derivatives to hedge highly probable forecast
transactions and therefore, the instruments are designated as cash
flow hedges.
Derivatives are initially
recognised at fair value on the date a contract is entered into and
are subsequently remeasured at their fair value at each reporting
date. At inception of designated hedging relationships, the Group
documents the risk management objective and strategy for
undertaking the hedge. The Group also documents the economic
relationship between the hedged item and the hedging instrument,
including whether the changes in the cash flows of the hedged item
and hedging instrument are expected to offset each
other.
The effective element of any gain
or loss from remeasuring the derivative instrument is recognised in
other comprehensive income ("OCI") and accumulated in the hedging
reserve (presented in "other reserves" in the statement of changes
in equity). Any change in the fair value of time value of the
derivative instrument is also recognised in OCI as part of cash
flow hedges and accumulated in the cost of hedging reserve
(presented in "other reserves" in the statement of changes in
equity). Any element of the remeasurement of the derivative
instrument that does not meet the criteria for an effective hedge
is recognised immediately in the Group income statement within
finance costs.
When a hedging instrument expires
or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in OCI at that
time remains in OCI and is recognised when the forecast transaction
is ultimately recognised in the income statement within finance
costs. When a forecast transaction is no longer expected to occur,
the cumulative gain or loss that was reported in OCI is recycled to
the Income Statement. The full fair value of a hedging derivative
is classified as a non-current asset or liability if the remaining
maturity of the hedged item is more than 12 months or, as a current
asset or liability, if the remaining maturity of the hedged item is
less than 12 months.
n) Segmental analysis
The Group is organised and managed
based on its segments (Moonpig, Greetz and Experiences). These are
the reportable and operating segments for the Group as they form
the focus of the Group's internal reporting systems and are the
basis used by the chief operating decision maker ("CODM"),
identified as the CEO and CFO, for assessing performance and
allocating resources. The prices agreed between Group companies for
intra-group services and fees are based on normal commercial
practices which would apply between independent
businesses.
o) Provisions
Provisions are recognised when
either a legal or constructive obligation as a result of a past
event exists at the balance sheet date, it is probable that an
outflow of economic resources will be required to settle the
obligation and a reasonable estimate can be made of the amount of
the obligation.
p) Pensions and other post-employment
benefits
The Group contributes to defined
contribution pensions schemes and payments to these are charged as
an expense and accrued over time.
q) Adjusting Items
Adjusting Items are significant
items of income or expense which individually or, if of a similar
type, in aggregate, are relevant to an understanding of the Group's
underlying financial performance because of their size, nature or
incidence. In identifying and quantifying Adjusting Items, the
Group consistently applies a policy that defines criteria that are
required to be met for an item to be classified as an Adjusting
Item. These items are separately disclosed in the segmental
analyses or in the notes to the condensed consolidated financial
statements as appropriate.
The Group believes that these
items are useful to users of the condensed consolidated financial
statements in helping them to understand the underlying business
performance and are used to derive the Group's principal non-GAAP
measures of Adjusted EBITDA, Adjusted EBIT and Adjusted PBT, which
exclude the impact of Adjusting Items and which are reconciled from
operating profit and profit before taxation.
r) Equity
Called-up share capital
Ordinary shares are classified as
equity. Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction from the
proceeds.
Share premium
The amount subscribed for the
ordinary shares in excess of the nominal value of these new shares
is recorded in share premium. Costs that directly relate to the
issue of ordinary shares are deducted from share premium net of
corporation tax.
Merger reserve
The merger reserve relates to the
merger reserve arising from the prior group restructuring,
accounted for under common control.
Other reserves
Share-based payment reserve
The share-based payment reserve is
built up of charges in relation to equity-settled share-based
payment arrangements which have been recognised within the
consolidated income statement.
Hedging reserve
The hedging reserve comprises the
effective portion of the cumulative net change in the fair value of
cash flow hedging instruments related to hedged transactions that
have not yet occurred and the cumulative net change in the fair
value of time value on the cash flow hedging
instruments.
Foreign currency translation reserve
The foreign currency translation
reserve represents the accumulated exchange differences arising
since the acquisition of Greetz from the impact of the translation
of subsidiaries with a functional currency other than
Sterling.
s) Earnings per share
The Group presents basic and
diluted EPS for its ordinary shares. Basic EPS is calculated by
dividing the profit attributable to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the
year. For diluted EPS, the weighted average number of ordinary
shares is adjusted to assume conversion of all dilutive potential
ordinary shares.
t) Share-based payments
The Group has equity-settled
compensation plans.
Equity-settled share-based
payments are measured at fair value at the date of grant. The fair
value determined at the grant date of the equity-settled
share-based payments is expensed over the vesting period, based on
the Group's estimate of awards that will eventually vest. For plans
where the vesting conditions are based on a market condition, such
as total shareholder return, the fair value at date of grant
reflects the probability that this condition will not be met and
therefore is fixed thereafter, irrespective of actual
vesting.
Fair value is measured using the
Black-Scholes and Monte Carlo option pricing model, except where
vesting is subject to market conditions when the Stochastic option
pricing model is used. A Chaffe model is used to value the holding
period. The expected term used in the models has been adjusted
based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations.
3
Segmental analysis
The CODM reviews external revenue,
Adjusted EBITDA and Adjusted EBIT to evaluate segment performance
and allocate resources to the overall business. Adjusted EBITDA and
Adjusted EBIT are non-GAAP measures. Adjustments are made to the
statutory IFRS results to arrive at an underlying result which is
in line with how the business is managed and measured on a
day-to-day basis. Adjustments are made for items that are
individually important to understand the financial performance. If
included, these items could distort understanding of the
performance for the year and the comparability between periods.
Management applies judgement in determining which items should be
excluded from underlying performance. See Note 6 for details of
these adjustments.
The Group is organised and managed
based on its segments, namely Moonpig and Experiences in the UK and
Greetz in the Netherlands. These are the reportable and operating
segments for the Group as they form the focus of the Group's
internal reporting systems and are the basis used by the CODM for
assessing performance and allocating resources.
Most of the Group's revenue is
derived from the sale of cards, gifts and related services to
consumers, or from the distribution of gift experiences acting as
agent. No single customer accounted for 10% or more of the Group's
revenue.
Finance income and expense are not
allocated to the reportable segments, as this activity is managed
centrally.
In common with many retailers,
revenue and trading profit are subject to seasonal fluctuations and
are weighted towards the second half of the year which includes the
majority of the Group's peak trading periods.
Segment analyses
The following table shows revenue
by segment that reconciles to the consolidated revenue for the
Group.
|
2024
£000
|
2023
£000
|
Moonpig
|
241,326
|
223,127
|
Greetz
|
51,238
|
55,421
|
Experiences
|
48,577
|
41,577
|
Total external revenue
|
341,141
|
320,125
|
The following table shows revenue
by key geography that reconciles to the consolidated revenue for
the Group. The geographical split of revenue is based on the
customer's country selection on the website or app at the time of
order:
|
2024
£000
|
2023
£000
|
UK
|
281,217
|
258,234
|
Netherlands
|
51,238
|
55,421
|
Ireland
|
3,899
|
2,633
|
US
|
1,352
|
1,133
|
Australia
|
3,435
|
2,704
|
Total external revenue
|
341,141
|
320,125
|
The following table shows the
information regarding assets by segment that reconciles to the
consolidated Group.
|
2024
£000
|
2023
£000
|
Moonpig
|
|
|
Non-current
assets1
|
37,075
|
41,063
|
Capital
expenditure2
|
(786)
|
(7,317)
|
Intangible expenditure
|
(9,534)
|
(11,668)
|
Depreciation and
amortisation
|
(14,498)
|
(11,851)
|
Greetz
|
|
|
Non-current
assets1
|
22,984
|
27,336
|
Capital
expenditure2
|
(156)
|
(8,770)
|
Intangible expenditure
|
-
|
-
|
Depreciation and
amortisation
|
(3,679)
|
(3,861)
|
Experiences
|
|
|
Non-current
assets1
|
170,433
|
174,342
|
Capital expenditure
|
(23)
|
(25)
|
Intangible expenditure
|
(3,248)
|
(1,281)
|
Depreciation and
amortisation
|
(7,552)
|
(6,941)
|
Group
|
|
|
Non-current
assets1
|
230,492
|
242,741
|
Capital
expenditure2
|
(965)
|
(16,112)
|
Intangible expenditure
|
(12,782)
|
(12,949)
|
Depreciation and
amortisation
|
(25,729)
|
(22,653)
|
1 Comprises
intangible assets, property, plant and equipment (inclusive of ROU
assets).
2 Includes ROU
assets capitalised in each year.
The Group's measures of segment
profit are Adjusted EBIT, which excludes Adjusting Items; refer to
the APMs section of the Annual Report and Accounts for the year
ended 30 April 2024 for calculation.
|
2024
£000
|
2023
£000
|
Moonpig
|
72,709
|
59,891
|
Greetz
|
7,815
|
11,262
|
Experiences
|
15,006
|
13,046
|
Group Adjusted EBITDA
|
95,530
|
84,199
|
|
|
|
Moonpig
|
14,498
|
11,851
|
Greetz1
|
1,884
|
2,053
|
Experiences1
|
1,062
|
1,292
|
Group depreciation and amortisation excluding amortisation on
acquired intangibles1
|
17,444
|
15,196
|
|
|
|
Moonpig
|
58,211
|
48,040
|
Greetz1
|
5,931
|
9,209
|
Experiences1
|
13,944
|
11,754
|
Group Adjusted EBIT2
|
78,086
|
69,003
|
1 Excludes
amortisation arising on Group consolidation of intangibles, which
is now included in Adjusting Items - see Note 6.
2 The Adjusted EBIT
number in the prior year has been restated to adjust for
acquisition amortisation, which is now included in Adjusting Items
- see Note 6.
The following table shows Adjusted
EBIT that reconciles to the consolidated results of the
Group:
|
Note
|
2024
£000
|
2023
£000
|
Adjusted EBITDA
|
|
95,530
|
84,199
|
Depreciation and amortisation1
|
|
17,444
|
15,196
|
Adjusted EBIT
|
|
78,086
|
69,003
|
Adjusting Items
|
6
|
(11,802)
|
(20,542)
|
Operating profit
|
|
66,284
|
48,461
|
Finance income
|
7
|
198
|
21
|
Finance costs
|
7
|
(20,082)
|
(13,577)
|
Profit before taxation
|
|
46,400
|
34,905
|
Taxation charge
|
9
|
(12,231)
|
(8,298)
|
Profit for the year
|
|
34,169
|
26,607
|
1 Depreciation
and amortisation excludes amortisation on acquired intangibles of
£8,285,000 (2023: £7,457,000) included in Adjusting Items - see
Note 6 for more information.
4
Cost of sales
|
2024
£000
|
2023
£000
|
Wages and salaries
|
13,750
|
16,970
|
Inventories
|
48,088
|
49,453
|
Shipping and
logistics
|
73,306
|
71,811
|
Depreciation on warehouses
and machinery
|
3,464
|
2,215
|
Total cost of sales
|
138,608
|
140,449
|
|
|
|
5
Operating profit
Nature of expenses
charged/(credited) to operating profit from continuing
operations:
|
2024
£000
|
2023
£000
|
Depreciation on property, plant
and equipment
|
6,610
|
6,941
|
Amortisation of intangible
assets1
|
19,119
|
15,712
|
Research and development
expenses
|
2,301
|
1,732
|
IPO-related bonuses
|
2,367
|
3,263
|
Share-based payment charges
(excluding NI)
|
4,179
|
7,270
|
Foreign exchange loss
|
272
|
67
|
Salaries and wages
|
48,129
|
35,580
|
Cost of inventories
|
48,088
|
49,453
|
Other income2
|
(1,349)
|
(1,319)
|
Auditors' remuneration:
|
|
|
- Fees to auditors for the audit
of the consolidated financial statements
|
875
|
934
|
- Fees to auditors' firms and
associates for local audits
|
88
|
82
|
Total audit fees expense
|
963
|
1,016
|
Fees to auditors' firms and
associates for other services:
|
|
|
- Assurance services
|
139
|
141
|
|
1,102
|
1,157
|
1 Amortisation of
intangible assets includes a charge of £8,285,000 (2023: £7,457,000
relating to the amortisation on acquired intangibles, which is
classified as an Adjusting Item as set out in Note
6.
2 Other income relates
to a sublease with an associate of the Former Parent Undertaking
for its portion of the space used at the Group's head offices at
Herbal House.
During the year,
PricewaterhouseCoopers LLP charged the Group as follows:
● In
respect of audit-related assurance services: £139,000 (2023:
£141,000).
● In
respect of non-audit-related services: £nil (2023:
£nil).
6
Adjusting Items
|
2024
£000
|
20231
£000
|
Pre-IPO bonus awards
|
(2,367)
|
(3,263)
|
Pre-IPO share-based payment
charges
|
(1,150)
|
(5,419)
|
M&A-related transaction
costs
|
-
|
(4,403)
|
Total adjustments made to Adjusted EBITDA
|
(3,517)
|
(13,085)
|
Amortisation on acquired
intangibles
|
(8,285)
|
(7,466)
|
Total adjustments made to Adjusted EBIT
|
(11,802)
|
(20,551)
|
1 The prior year Adjusting Items
number has been restated to include the amortisation on acquired
intangibles.
Pre-IPO bonus awards
Pre-IPO bonus awards are one-off
cash-settled bonuses, and the cash component of the Pre-IPO
schemes, awarded in relation to the IPO process that completed
during the year ended 30 April 2021.
Pre-IPO share-based payment charges
Pre-IPO share-based payment
charges relate to the Legacy Schemes, Pre-IPO awards that were
granted in relation to the IPO process that completed during the
year ended 30 April 2021.
M&A-related transaction costs
M&A related transaction costs
relate to fees and costs incurred in relation to the acquisition of
the Experiences segment.
Amortisation on acquired intangibles
Acquisition amortisation is a
non-cash expense relating to intangible assets. These expenses are
excluded from adjusted earnings because they are non-operational
and thus distort the underlying performance of the business. To
present a clearer picture of the Group's ongoing operational
performance the costs are adjusted for and will be on an ongoing
basis.
Cash paid in the year in relation
to Adjusting Items totalled £4,057,000 (2023:
£5,490,000).
7
Finance income and costs
Finance income and costs
|
2024
£000
|
2023
£000
|
Bank interest
receivable
|
198
|
21
|
Interest payable on
leases
|
(901)
|
(863)
|
Bank interest payable
|
(12,258)
|
(11,639)
|
Amortisation of capitalised
borrowing costs
|
(4,604)
|
(1,619)
|
Amortisation of interest rate cap
premium
|
(353)
|
(352)
|
Interest on discounting of
financial liability
|
(1,568)
|
-
|
Net foreign exchange gain/(loss)
on financing activities
|
(398)
|
896
|
Net finance costs
|
(19,884)
|
(13,556)
|
8
Employee benefit costs
The average monthly number of
employees (including Directors) during the year was made up as
follows:
|
2024
Number
|
2023
Number
|
Administration
|
558
|
582
|
Production
|
150
|
148
|
Total employees
|
708
|
730
|
|
2024
£000
|
2023
£000
|
Wages and salaries
|
51,435
|
41,664
|
Social security costs
|
6,752
|
5,047
|
Other pension costs
|
2,487
|
1,619
|
Share-based payment
expense
|
4,179
|
7,270
|
Total gross employment
costs
|
64,853
|
55,600
|
Staff costs capitalised as
intangible assets
|
(12,545)
|
(12,750)
|
Total net employment costs
|
52,308
|
42,850
|
The FY24 wages and salaries amount
includes the impact of a full year of Experiences employees' wages,
the full year impact of operating in-house UK operational
facilities and a higher annual bonus outcome (as threshold
financial targets were not met in FY23).
The Group's employees are members
of defined contribution pension schemes with obligations recognised
as an operating cost in the income statement as
incurred.
The Group pays contributions into
separate funds on behalf of the employee and has no further
obligations to employees. The risks associated with this type of
plan are assumed by the member. Contributions paid by the Group in
respect of the current year are included within the consolidated
income statement.
9
Taxation
(a) Tax on profit
The tax charge is made up as
follows:
|
2024
£000
|
2023
£000
|
Profit before taxation
|
46,400
|
34,905
|
Current tax:
|
|
|
UK corporation tax on profit for
the year
|
13,057
|
8,385
|
Foreign tax charge
|
1,009
|
1,644
|
Adjustment in respect of prior
years
|
(278)
|
(992)
|
Total current tax
|
13,788
|
9,037
|
Deferred tax:
|
|
|
Origination and reversal of
temporary differences
|
(1,746)
|
(820)
|
Adjustment in respect of prior
years
|
189
|
81
|
Total deferred tax
|
(1,557)
|
(739)
|
Total tax charge in the income statement
|
12,231
|
8,298
|
(b) The tax assessed for the year is
higher than the standard UK rate of corporation tax applicable of
25% (2023: 19.4%); the 19.4% in the prior year reflects eleven
months of the financial year at a 19% rate of corporation tax and
one month at 25%. The differences are explained below:
|
2024
£000
|
2023
£000
|
Profit before taxation
|
46,400
|
34,905
|
Profit on ordinary activities
multiplied by the UK tax rate
|
11,600
|
6,775
|
Effects of:
|
|
|
Expenses not deductible for tax
purposes
|
336
|
1,048
|
Non-taxable income
|
(356)
|
(20)
|
Effect of higher tax rates in
overseas territories
|
16
|
287
|
Adjustment in respect of prior
years
|
(89)
|
(912)
|
Change in UK deferred tax
rate
|
-
|
282
|
Share based payments
|
736
|
1,045
|
Other permanent
differences
|
(12)
|
(207)
|
Total tax charge for the year
|
12,231
|
8,298
|
Taxation for other jurisdictions
is calculated at the rates prevailing in each
jurisdiction.
The effective tax rate is higher
than the UK tax rate, which primarily reflects impact of the
Group's share schemes (refer to
Note 6 and Alternative Performance Measures in the financial
review).
(c) Deferred tax:
|
Accelerated capital
allowances
£000
|
Intangible
assets
£000
|
Share-based
payments
£000
|
Right of use
assets
£000
|
Lease
liabilities
£000
|
Other short-term temporary
differences
£000
|
Total
£000
|
Balance at 1 May 2023
|
(1,889)
|
(11,231)
|
1,192
|
(1,488)
|
1,629
|
809
|
(10,978)
|
Adjustments in respect of prior
years
|
(54)
|
(245)
|
(256)
|
1
|
-
|
452
|
(102)
|
Adjustments posted through other
comprehensive income (OCI)
|
-
|
59
|
-
|
-
|
-
|
(154)
|
(95)
|
Adjustments posted through
equity
|
-
|
-
|
536
|
-
|
-
|
-
|
536
|
Current year credit/(charge) to
income statement
|
77
|
1,923
|
455
|
304
|
(267)
|
(746)
|
1,746
|
Effects of movements in exchange
rates
|
-
|
(6)
|
-
|
-
|
-
|
(4)
|
(10)
|
Balance at 30 April 2024
|
(1,866)
|
(9,500)
|
1,927
|
(1,183)
|
1,362
|
357
|
(8,903)
|
|
Accelerated capital
allowances
£000
|
Intangible
assets
£000
|
Share-based
payments
£000
|
Right of use
assets
£000
|
Lease
liabilities
£000
|
Other short-term temporary
differences
£000
|
Total
£000
|
Balance at 1 May 2022
|
(1,028)
|
(2,818)
|
783
|
(127)
|
126
|
896
|
(2,168)
|
Adjustments in respect of prior
years
|
-
|
(10)
|
(73)
|
-
|
-
|
2
|
(81)
|
Current year credit/(charge) to
income statement
|
(1,018)
|
1,331
|
482
|
(1,346)
|
1,486
|
(117)
|
818
|
Acquired through business
combinations
|
157
|
(9,581)
|
-
|
-
|
-
|
28
|
(9,396)
|
Effects of movements in exchange
rates
|
-
|
(153)
|
-
|
(15)
|
17
|
-
|
(151)
|
Balance at 30 April 2023
|
(1,889)
|
(11,231)
|
1,192
|
(1,488)
|
1,629
|
809
|
(10,978)
|
The Finance Bill 2021 included legislation to
increase the main rate of corporation tax from 19% to 25% from 1
April 2023. According to the Netherlands 2024 Tax Plan, the general
corporate income tax rate will remain 25.8% for the year 2024
whereby the first €200K profit is taxed at 19%.
10 Earnings per share
Basic earnings per share
Basic earnings per share is calculated by
dividing the earnings attributable to ordinary shareholders by the
weighted average number of ordinary shares in issue during the
period. For the purposes of this calculation, the weighted average
number of ordinary shares in issue during the period was
343,093,868 (2023: 340,061,402). The period-on-period increase
reflects the release of 3,075,329 shares, on 7 January 2023, from
repurchase obligations that were deducted from ordinary shares
outstanding at 30 April 2023 as well as the issue of 1,198,394
(2023: nil) shares to satisfy the Group's obligation to its
employees in relation to the vested Tranche 1 of the pre-IPO share
based payment scheme in April 2023 and some shares in relation to
the DBSP scheme (see Note 20):
Shares in issue
|
Year ended
30 April 2024
|
Year
ended
30 April
2023
|
As at 1 May
|
342,111,621
|
342,111,621
|
Issue of shares during the
period
|
1,198,394
|
-
|
As at 30 April
|
343,310,015
|
342,111,621
|
|
2024
Number of
shares
|
2023
Number of
shares
|
Weighted average number of shares
in issue
|
343,093,868
|
342,111,621
|
Less: weighted average number of
shares held subject to potential repurchase
|
-
|
(2,050,219)
|
Weighted average number of shares
for calculating basic earnings per share
|
343,093,868
|
340,061,402
|
Diluted earnings per share
For diluted earnings per share,
the weighted average number of ordinary shares in issue is adjusted
to assume conversion of all potentially dilutive ordinary shares.
The Group has potentially dilutive ordinary shares arising from
share options granted to employees under the share schemes as
detailed in Note 20 of these condensed consolidated financial
statements.
Adjusted earnings per share
Earnings attributable to ordinary
equity holders of the Group for the year, adjusted to remove the
impact of Adjusting Items and the tax impact of these; divided by
the weighted average number of ordinary shares outstanding during
the year.
|
2024
Number of
shares
|
2023
Number of
shares
|
Weighted average number of shares
for calculated basic earnings per share
|
343,093,868
|
340,061,402
|
Weighted average number of
dilutive shares
|
11,693,937
|
6,860,822
|
Total number of shares for calculated diluted earnings per
share
|
354,787,805
|
346,922,224
|
|
2024
£000
|
20231
£000
|
Basic earnings attributable to
equity holders of the Company
|
34,169
|
26,607
|
Adjusting Items (see Note
6)
|
11,802
|
20,542
|
Tax on Adjusting Items
|
(2,385)
|
(2,749)
|
Adjusted earnings attributable to equity holders of the
Company before Adjusting Items
|
43,586
|
44,400
|
|
2024
|
20231
|
Basic earnings per ordinary share
(pence)
|
10.0
|
7.8
|
Diluted earnings per ordinary
share (pence)
|
9.6
|
7.7
|
Basic earnings per ordinary share
before Adjusting Items (pence)
|
12.7
|
13.1
|
Diluted earnings per ordinary
share before Adjusting Items (pence)
|
12.3
|
12.8
|
1 The prior year numbers have been
restated to include the amortisation on acquired intangibles as an
Adjusting Item - see Note 6 and Alternative Performance Measures
(see financial review).
11 Intangible assets
|
Goodwill
£000
|
Trademark
£000
|
Technology and development
costs1
£000
|
Customer
relationships
£000
|
Software
£000
|
Other
intangibles
£000
|
Total
£000
|
Cost
|
|
|
|
|
|
|
|
1
May 2023
|
143,811
|
16,683
|
30,255
|
48,071
|
691
|
-
|
239,511
|
Additions
|
-
|
-
|
12,582
|
-
|
200
|
-
|
12,782
|
Disposals
|
-
|
-
|
(3,779)
|
-
|
(627)
|
-
|
(4,406)
|
Foreign exchange
|
(189)
|
(260)
|
-
|
(466)
|
(3)
|
-
|
(918)
|
30 April 2024
|
143,622
|
16,423
|
39,058
|
47,605
|
261
|
-
|
246,969
|
|
|
|
|
|
|
|
|
Accumulated amortisation
and impairment
|
|
|
|
|
|
|
|
1
May 2023
|
-
|
4,851
|
10,160
|
13,486
|
559
|
-
|
29,056
|
Amortisation charge
|
-
|
1,653
|
10,979
|
6,252
|
235
|
-
|
19,119
|
Disposals
|
-
|
-
|
(3,779)
|
-
|
(627)
|
-
|
(4,406)
|
Foreign exchange
|
-
|
(129)
|
-
|
(255)
|
(7)
|
-
|
(391)
|
At 30 April 2024
|
-
|
6,375
|
17,360
|
19,483
|
160
|
-
|
43,378
|
Net book value 30 April 2024
|
143,622
|
10,048
|
21,698
|
28,122
|
101
|
-
|
203,591
|
1 The
technology and development costs include assets under construction
of £4,735,000 (2023: £3,821,000).
|
|
|
Goodwill
£000
|
Trademark
£000
|
Technology and development
costs1
£000
|
Customer
relationships
£000
|
Software
£000
|
Other
intangibles
£000
|
Total
£000
|
Cost
|
|
|
|
|
|
|
|
1
May 2022
|
6,236
|
8,579
|
19,982
|
15,188
|
487
|
1,519
|
51,991
|
Additions
|
-
|
-
|
12,749
|
-
|
200
|
-
|
12,949
|
Additions from acquisition of
subsidiary
|
137,267
|
7,686
|
1,177
|
32,133
|
-
|
-
|
178,263
|
Disposals
|
-
|
-
|
(3,653)
|
-
|
-
|
(1,594)
|
(5,247)
|
Foreign exchange
|
308
|
418
|
-
|
750
|
4
|
75
|
1,555
|
30 April 2023
|
143,811
|
16,683
|
30,255
|
48,071
|
691
|
-
|
239,511
|
|
|
|
|
|
|
|
|
Accumulated amortisation
and impairment
|
|
|
|
|
|
|
|
1 May 2022
|
-
|
3,178
|
5,417
|
7,439
|
410
|
1,519
|
17,963
|
Amortisation charge
|
-
|
1,494
|
8,396
|
5,675
|
147
|
-
|
15,712
|
Disposals
|
-
|
-
|
(3,653)
|
-
|
-
|
(1,594)
|
(5,247)
|
Foreign exchange
|
-
|
179
|
-
|
372
|
2
|
75
|
628
|
At 30 April 2023
|
-
|
4,851
|
10,160
|
13,486
|
559
|
-
|
29,056
|
Net book value 30 April 2023
|
143,811
|
11,832
|
20,095
|
34,585
|
132
|
-
|
210,455
|
1
The technology and development costs include
assets under construction of £3,821,000 (2022:
£3,950,000).
(a) Goodwill
Goodwill of £6,353,000 (2023:
£6,544,000) relates to the acquisition of Greetz in 2018,
recognised within the Greetz CGU.
Goodwill of £137,269,000 (2023:
£137,267,000) relates to the acquisition of Experiences and is
allocated to the Experiences CGU.
(b) Trademark
£3,744,000 (2023: £4,267,000) of
the asset balance are trademarks relating to the acquisition of
Greetz with finite lives. The remaining useful economic life at 30
April 2024 on the trademark is 4 years 4 months (2023: 5 years 4
months).
£6,304,000 (2023: £7,072,000) of
trademark assets relate to the brands valued on the acquisition of
Experiences. The remaining useful economic life at 30 April 2023 on
these trademarks is 8 years and 3 months (2023: 9 years and 3
months).
(c) Technology and development costs
Technology and development costs
of £21,227,000 (2023: £19,232,000) relate to internally developed
assets. The costs of these assets include capitalised expenses of
employees working full-time on software development projects and
third-party consulting firms.
Technology and development costs
of £471,000 (2023: £864,000) relate to the acquisition of
Experiences and are allocated to the Experiences CGU. The remaining
useful economic life at 30 April 2024 is 1 years and 3 months
(2023: 2 years and 3 months).
(d) Customer relationships
£6,041,000 (2023: £7,173,000) of
the asset balance relates to the valuation of existing customer
relationships held by Greetz on acquisition. The remaining useful economic life at 30 April 2024 on these
customer relationships is 6 years 4 months (2023: 7 years 4
months).
£22,081,000 (2023: £27,411,000) of
customer relationship assets relates to those valued on the
acquisition of the Experiences segment. The remaining useful
economic life at 30 April 2024 on these customer relationships is a
range of 5 years and 3 months and 2 years and 3 months (2023: a
range of between 6 years 3 months and 5 months).
(e) Software
Software intangible assets include
accounting and marketing software purchased by the Group and
software licence fees from third-party suppliers.
(f) Other intangibles
Other intangible assets include
non-compete agreements and information content for products and
software that have been valued and separately
recognised.
(g) Annual impairment tests
Goodwill
Goodwill is allocated to two
cash-generating units ("CGUs"), namely the Greetz and Experiences
segments, based on the smallest identifiable group of assets that
generates cash inflows independently in relation to the specific
goodwill. The recoverable amount of a CGU or group of CGUs is
determined as the higher of its fair value less costs of disposal
and its value in use ("VIU"). In determining VIU, estimated future
cash flows are discounted to their present value. The Group
performed its annual impairment test as at
30 April 2024.
The estimated future cash flows
are based on the approved plan, including the FY25 budget, for the
three years ending 30 April 2027. The estimated future cash flows
are identical to those used for the viability statement. They have
been extended by a further three years before applying a perpetuity
using an estimated long-term growth rate. When estimating value in
use, the Group does not include estimated future cash flows that
are expected to arise from improving or enhancing the asset's
performance.
The use of a pre-perpetuity
projections period of more than five years is an accounting
judgement. The reasons why the Group considers that a six-year
period is appropriate, and why it considers that the Group meets
the reliability requirements of IAS 36, are set out at Note 4 to
the Company Financial Statements within the FY24 Annual Report and
Accounts.
The Group has considered the
potential impact of climate change on estimated future cash flows,
including the primary climate risks discussed in the TCFD report
within the Annual Report and Accounts for the year ended 30 April
2024. These risks are not considered to have a material impact on
estimated future cash flows and therefore have not been modelled as
part of the Group's forecasts. Any revenue upsides from climate
opportunities are not expected to be significant and have also not
been modelled. The Group does not operate in an energy-intensive
industry and any cash outflows needed to factor in any incremental
costs, other operational disruption that could impact operating
margin or reduced trade, are not expected to be
material.
The Group has identified the
following key assumptions as having the most significant impact on
the VIU calculation:
|
Greetz CGU
|
Experiences
CGU
|
2024
|
2023
|
2024
|
2023
|
Pre-tax discount
rate1
|
13.5%
|
12.2%
|
15.1%
|
13.5%
|
Revenue compound annual growth
rate ("CAGR")2
|
8.8%
|
12.4%
|
6.6%
|
10.5%
|
Pre-perpetuity period
(years)
|
6
|
7
|
6
|
7
|
1 The
discount rate is a pre-tax rate that reflects the current market
assessment of the time value of money and the risks specific to the
cash generating units. The pre-tax discount rates used to calculate
value in use are derived from the Group's post-tax weighted average
cost of capital. The decline in the discount rate from the previous
year is due to reducing the equity premium and betas used in the
calculation.
2 The
compound annual growth rate represents the average yearly growth
rate over the pre-perpetuity period.
The Group has performed
sensitivity analysis to assess the impact of a change in each key
assumption in the VIU. The relevant scenario, in relation to a
revenue decrease, is consistent with the more severe downside
scenario (Plausible Scenario 2) prepared in connection with the
viability statement within the Annual Report and Accounts for the
year ended 30 April 2024.
For the goodwill allocated to the
Experiences and Greetz CGUs the Group modelled the impact of a
1%pts increase in the discount rate, 5.4% decrease in the compound
annual growth rate and a reduction in the pre-perpetuity period
from six to five years. The Group also modelled a scenario in which
all three of these changes arise concurrently. The results of this
sensitivity analysis are summarised below:
|
Greetz CGU
|
Experiences
CGU
|
2024
£m
|
2023
£m
|
2024
£m
|
2023
£m
|
Original headroom
|
80.8
|
193.6
|
23.3
|
89.7
|
Headroom using a discount rate
increased by 1%pts
|
70.4
|
167.7
|
11.1
|
64.1
|
Headroom using a 5.4%pts decrease
in the forecast revenue CAGR1 (2023: 15% decrease in
forecast revenue)
|
54.1
|
123.1
|
(36.7)
|
2.7
|
Headroom using a pre-perpetuity
period reduced by one year
|
76.3
|
180.1
|
8.2
|
77.3
|
Headroom combining all three
sensitivity scenarios detailed above
|
45.0
|
97.7
|
(54.6)
|
(21.2)
|
1 The compound
annual growth rate represents the average yearly growth rate over
the pre-perpetuity period.
For goodwill allocated to the
Greetz CGU, the headroom over carrying amount is more than adequate
and there is no reasonably possible change in key assumptions
including those relating to future sales performance that would
lead to an impairment.
For goodwill allocated to the
Experiences CGU, further modelling was undertaken to assess the
point at which headroom would be reduced to £nil for each of the
individual sensitivities. For the carrying amount and recoverable
amount to be equal, the pre-tax discount rate would need to
increase by 2.5%pts from 15.1% to 17.6%, the revenue CAGR would
need to decrease by 1.9%pts to 4.7% (assuming no action was taken
to reduce indirect costs from the forecasted level) and the
pre-perpetuity period would need to reduce from six to four years
(each sensitivity applied individually).
No impairment to the carrying
amount of Experiences goodwill has been recorded in the current
period, reflecting the fact that it remains lower than the
recoverable amount. However, in view of the outcome of the
sensitivity analysis, the Directors have identified that each of
the three key assumptions are a major source of estimation
uncertainty. We have therefore provided the disclosure above of
quantification of all key assumptions in the value in use estimate
and the impact of a change in each key assumption.
Other finite-life intangible assets
At each reporting year date, the
Group reviews the carrying amounts of other finite-life intangible
assets to determine whether there is any indication that those
assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order
to determine the extent, if any, of the impairment loss. Where it
is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
12 Property, plant and equipment
|
Freehold
property
£000
|
Plant and
machinery
£000
|
Fixtures and
fittings
£000
|
Leasehold
improvements
£000
|
Computer
equipment
£000
|
Right-of-use assets plant
and machinery
£000
|
Right-of-use assets land and
buildings
£000
|
Total
£000
|
Cost
|
|
|
|
|
|
|
|
|
1
May 2023
|
3,905
|
6,862
|
4,182
|
10,482
|
2,507
|
1,355
|
23,374
|
52,667
|
Additions
|
-
|
468
|
89
|
205
|
203
|
575
|
-
|
1,540
|
Remeasurements
|
-
|
-
|
-
|
-
|
-
|
-
|
162
|
162
|
Disposals
|
-
|
(115)
|
(170)
|
(89)
|
(136)
|
(366)
|
(220)
|
(1,096)
|
Foreign exchange
|
-
|
(13)
|
(46)
|
(63)
|
(27)
|
(28)
|
(222)
|
(399)
|
30 April 2024
|
3,905
|
7,202
|
4,055
|
10,535
|
2,547
|
1,536
|
23,094
|
52,874
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
1
May 2023
|
2,207
|
3,958
|
2,886
|
2,310
|
1,642
|
187
|
7,166
|
20,356
|
Depreciation charge
|
155
|
1,130
|
661
|
1,079
|
547
|
455
|
2,583
|
6,610
|
Disposals
|
-
|
(115)
|
(170)
|
(89)
|
(136)
|
(181)
|
(220)
|
(911)
|
Foreign exchange
|
-
|
(7)
|
(29)
|
(5)
|
(18)
|
(8)
|
(14)
|
(81)
|
30 April 2024
|
2,362
|
4,966
|
3,348
|
3,295
|
2,035
|
453
|
9,515
|
25,974
|
Net book value
30 April 2024
|
1,543
|
2,236
|
707
|
7,240
|
512
|
1,083
|
13,579
|
26,900
|
|
|
|
|
|
|
|
|
|
|
Freehold
property
£000
|
Plant and
machinery
£000
|
Fixtures and
fittings
£000
|
Leasehold
improvements
£000
|
Computer
equipment
£000
|
Right-of-use assets plant
and machinery
£000
|
Right-of-use assets land and
buildings
£000
|
Total
£000
|
Cost
|
|
|
|
|
|
|
|
|
1
May 2022
|
3,907
|
6,674
|
1,264
|
3,708
|
2,393
|
1,253
|
18,744
|
37,943
|
Additions
|
-
|
2,146
|
268
|
6,679
|
587
|
880
|
5,552
|
16,112
|
Acquired additions
|
-
|
-
|
2,875
|
-
|
564
|
371
|
933
|
4,743
|
Disposals
|
(2)
|
(331)
|
(1,867)
|
(149)
|
(961)
|
(1,196)
|
(2,063)
|
(6,569)
|
Transfers
|
-
|
(1,701)
|
1,619
|
207
|
(125)
|
-
|
-
|
-
|
Foreign exchange
|
-
|
74
|
23
|
37
|
49
|
47
|
208
|
438
|
30 April 2023
|
3,905
|
6,862
|
4,182
|
10,482
|
2,507
|
1,355
|
23,374
|
52,667
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
1
May 2022
|
2,053
|
4,100
|
976
|
1,638
|
1,503
|
962
|
5,470
|
16,702
|
Depreciation charge
|
156
|
979
|
768
|
808
|
631
|
391
|
3,208
|
6,941
|
Acquired accumulated
depreciation
|
-
|
-
|
2,182
|
-
|
421
|
-
|
-
|
2,603
|
Disposals
|
(2)
|
(331)
|
(1,867)
|
(149)
|
(941)
|
(1,211)
|
(2,020)
|
(6,521)
|
Transfers
|
-
|
(821)
|
814
|
7
|
-
|
-
|
-
|
-
|
Impairment
|
-
|
-
|
-
|
-
|
-
|
-
|
428
|
428
|
Foreign exchange
|
-
|
31
|
13
|
6
|
28
|
45
|
80
|
203
|
30 April 2023
|
2,207
|
3,958
|
2,886
|
2,310
|
1,642
|
187
|
7,166
|
20,356
|
Net book value
30 April 2023
|
1,698
|
2,904
|
1,296
|
8,172
|
865
|
1,168
|
16,208
|
32,311
|
13
Inventories
|
2024
£000
|
2023
£000
|
Raw materials and
consumables
|
1,411
|
2,128
|
Finished goods
|
8,374
|
13,425
|
Total inventory
|
9,785
|
15,553
|
Less: Provision for write off
of:
|
|
|
Raw materials and
consumables
|
(380)
|
(153)
|
Finished goods
|
(2,311)
|
(3,067)
|
Net inventory
|
7,094
|
12,333
|
14 Trade and other receivables
|
2024
£000
|
2023
£000
|
Current:
|
|
|
Trade receivables
|
1,569
|
1,901
|
Less: provisions
|
(243)
|
(470)
|
Trade receivables - net
|
1,326
|
1,431
|
Other receivables
|
2,523
|
2,117
|
Other receivables with entities
formerly under common control
|
-
|
151
|
Prepayments
|
2,728
|
2,632
|
Total current trade and other receivables
|
6,577
|
6,331
|
The movements in provisions are as
follows:
|
2024
£000
|
2023
£000
|
At 1 May
|
(470)
|
-
|
Acquired
|
-
|
(310)
|
Charge for the year
|
(32)
|
(160)
|
Utilised
|
172
|
-
|
Released
|
74
|
-
|
Foreign exchange
|
13
|
-
|
At 30 April
|
(243)
|
(470)
|
Trade and other receivables are
predominantly denominated in the functional currencies of
subsidiary undertakings. There is no material difference between
the above amounts for trade and other receivables (including loan
receivables) and their fair value due to their contractual maturity
of less than 12 months.
As at 30 April 2023 other receivables with
entities formerly under common control relate to costs in
connection with leased property. The relevant entities are no
longer considered a related party as at 30 April 2024 and therefore
the balance in this financial year is reported as part of other
liabilities.
As permitted by IFRS 9, the Group applies the
simplified approach to measuring expected credit losses which uses
a lifetime expected loss allowance for all trade receivables. To
measure the expected credit losses, trade receivables have been
grouped based on shared credit risk characteristics such as ageing
of the debt and the credit risk of the customers. A historical
credit loss rate is then calculated and then adjusted to reflect
expectations about future credit losses. A customer balance is
written off when it is considered that there is no reasonable
expectation that the amount will be collected and legal enforcement
activities have ceased.
The Group's credit risk on trade and other
receivables is primarily attributable to trade receivables. There
are no significant concentrations of credit risk since the risk is
spread over a large number of unrelated counterparties.
The Group's businesses implement policies,
procedures and controls to manage customer credit risk. Outstanding
balances are regularly monitored and reviewed to identify any
change in risk profile.
The Group considers its credit
risk to be low with Group revenue derived from electronic payment
processes (including credit card, debit card, PayPal, iDEAL and
Single Euro Payments Area) executed over the internet, with most
receipts reaching the bank accounts in one to two days.
At 30 April 2024, the Group had net trade
receivables of £1,326,000 (2023: £1,431,000). Trade receivables are
reviewed regularly for any risk of impairment and provisions are
booked where necessary.
The maximum exposure to credit
risk is the trade receivable balance at the year-end. The Group has
assessed its exposure below:
Trade receivables ageing
|
2024
£000
|
2023
£000
|
Up to 30 days
|
1,258
|
973
|
Past due but not
impaired:
|
|
|
30 to 90 days
|
110
|
250
|
More than 90 days
|
201
|
678
|
Gross
|
1,569
|
1,901
|
Less: provisions (all relating to
balances more than 90 days)
|
(243)
|
(470)
|
Net trade receivables
|
1,326
|
1,431
|
|
2024
£000
|
2023
£000
|
Non-current other receivables:
|
|
|
Other receivables
|
1,611
|
2,153
|
Total non-current trade and other
receivables
|
1,611
|
2,153
|
Non-current other receivables
relate to security deposits in connection with leased
property.
15 Cash and cash equivalents
|
2024
£000
|
2023
£000
|
Cash and bank balances
|
6,422
|
19,597
|
Cash equivalents
|
3,222
|
2,797
|
Total cash and cash equivalents
|
9,644
|
22,394
|
The carrying amount of cash and
cash equivalents approximates their fair value. Cash equivalents
relate to cash in transit from various payment processing
intermediaries that provide receipting services to the
Group.
Cash and cash equivalents are
denominated in Pounds Sterling or other currencies as shown
below.
|
2024
£000
|
2023
£000
|
Pounds Sterling
|
6,303
|
16,467
|
Euro
|
2,981
|
4,989
|
Australian Dollar
|
190
|
841
|
US Dollar
|
170
|
97
|
Total cash and cash equivalents
|
9,644
|
22,394
|
16 Trade and other payables
|
2024
£000
|
2023
£000
|
Current
|
|
|
Trade payables
|
14,440
|
26,726
|
Other payables
|
5,515
|
4,569
|
Other taxation and social
security1
|
8,710
|
9,048
|
Accruals
|
22,800
|
16,272
|
Merchant
accrual1
|
45,274
|
53,504
|
Total current trade and other payables
|
96,739
|
110,119
|
1 An amount of £2,292,000 has been
reclassified from merchant accrual to other taxation and social
security in 2023. This amount relates to the VAT element on the
merchant accrual.
Trade and other payables are predominantly
denominated in the functional currencies of subsidiary
undertakings. There are no material differences between the above
amounts for trade and other payables and their fair value due to
the short maturity of these instruments.
|
2024
£000
|
2023
£000
|
Non-current
|
|
|
Other payables
|
638
|
3,168
|
Other taxation and social
security
|
914
|
1,052
|
Other payables with entities
formerly under common control
|
-
|
638
|
Total non-current trade and other payables
|
1,552
|
4,858
|
As at 30 April 2023, the amounts
due to entities formerly under common control amounted to £638,000.
The relevant entities are no longer considered a related party as
at 30 April 2024 following Exponent Private Equity ceasing to be a
Significant Shareholder. Therefore, in the current year, the
relevant balance is included within other payables.
The decrease in other payables year-on-year is
due the accrual for tranche 2 of the pre-IPO cash bonus award
becoming a current liability, as the scheme vested on 30 April
2024.
17 Provisions for other liabilities and
charges
|
Other
provisions
£000
|
Dilapidations
provisions
£000
|
Total
£000
|
At 1 May 2023
|
1,461
|
2,569
|
4,030
|
Charged in the year
|
891
|
-
|
891
|
Utilisation
|
(74)
|
(215)
|
(289)
|
Release of provisions in the
year
|
(15)
|
-
|
(15)
|
Foreign exchange
|
(8)
|
(20)
|
(28)
|
At 30 April 2024
|
2,255
|
2,334
|
4,589
|
Analysed as:
|
|
|
|
Current
|
1,894
|
179
|
2,073
|
Non-current
|
361
|
2,155
|
2,516
|
|
|
|
|
|
Other
provisions
£000
|
Dilapidations
provisions
£000
|
Total
£000
|
At 1 May 2022
|
1,837
|
1,509
|
3,346
|
Acquired
|
494
|
317
|
811
|
Charged in the year
|
1,093
|
724
|
1,817
|
Utilisation
|
(938)
|
-
|
(938)
|
Release of provisions in the
year
|
(1,051)
|
-
|
(1,051)
|
Foreign exchange
|
26
|
19
|
45
|
At 30 April 2023
|
1,461
|
2,569
|
4,030
|
Analysed as:
|
|
|
|
Current
|
1,240
|
377
|
1,617
|
Non-current
|
221
|
2,192
|
2,413
|
Current provisions
Other provisions primarily relate
to royalty provisions, a refund provision and a sabbatical
provision. The above provisions are due to be settled within the
year. The current dilapidation provision is for the former head
office of the Experiences segment, it is expected to be settled
during the next financial year.
Non-current provisions
Dilapidations provisions relate to
the Herbal House head office, the Almere facility in the
Netherlands and the Tamworth facility in the UK and are non-current
due to their settlement date. The earliest current lease end date
of one of these three locations is 2027.
18 Contract liabilities
In all material respects, current
deferred revenue at 30 April 2023 and 30 April 2024 was recognised
as revenue during the respective subsequent year. Other than
business-as-usual movements there were no significant changes in
contract liability balances during the year.
19 Borrowings
|
2024
£000
|
2023
£000
|
Current
|
|
|
Lease liabilities
|
3,257
|
3,443
|
Borrowings
|
73
|
27
|
Non-current
|
|
|
Lease liabilities
|
13,072
|
16,082
|
Borrowings
|
118,292
|
170,493
|
Total borrowings and lease liabilities
|
134,694
|
190,045
|
During the financial year the Group completed
a refinancing, replacing its previous term loan and revolving
credit facility with a new £180,000,000 committed multi-currency
RCF. The RCF has an initial maturity date of 29 February 2028 with
an option to extend it by one year. As at 30 April 2024 the Group
had drawn down £113,000,000 and €8,500,000 of the available
revolving credit facility. There was no foreign exchange impact on
borrowings during the year as the Euro draw down occurred on the
last day of the financial year.
The amounts drawn under the RCF bear interest
at a floating reference rate plus a margin. The reference rates are
SONIA for loans in Sterling, EURIBOR for loans in Euro and SOFR for
loans in US Dollars.
The Group's interest rate hedging arrangements
now comprise a SONIA interest rate cap with a cap strike rate of
3.00% on £70m notional until 30 November 2024 and a SONIA interest
rate cap, put in place during the current financial year, of 5.00%
on £50m notional from 29 November 2024 until 1 June 2025, reducing
thereafter to £35m notional until expiry on 28 November 2025. This
follows the expiry of a SONIA interest rate swap (at a rate of
2.4725% on £90m notional) on 30 November 2023.
The RCF is subject to two covenants, each
tested at six-monthly intervals. The leverage covenant, measuring
the ratio of net debt to last twelve months Adjusted EBITDA, is a
maximum of 3.5x until April 2025 and 3.0x thereafter. The interest
cover covenant, measuring the ratio of last twelve months Adjusted
EBITDA (excluding share based payments, as specified in the
facilities agreement) to the total of bank interest payable and
interest payable on leases, is a minimum of 3.5x for the term of
the facility. The Group has complied with all covenants from
entering the RCF until the date of these condensed consolidated
financial statements.
Borrowings are repayable as
follows:
|
2024
£000
|
2023
£000
|
Within one year
|
73
|
27
|
Within one and two
years
|
-
|
-
|
Within two and three
years
|
-
|
170,493
|
Within three and four
years
|
118,292
|
-
|
Within four and five
years
|
-
|
-
|
Beyond five years
|
-
|
-
|
Total borrowings1
|
118,365
|
170,520
|
1 Total
borrowings include £73,000 (2023: £27,000) in respect of accrued
unpaid interest and are shown net of capitalised borrowing costs of
£1,973,000 (2023: £4,507,000).
The table below details changes in
liabilities arising from financing activities, including both cash
and non-cash changes.
|
Borrowings
£000
|
Lease
liabilities
£000
|
Total
£000
|
1
May 2022
|
170,163
|
15,320
|
185,483
|
Cash flow
|
(12,144)
|
(3,504)
|
(15,648)
|
Foreign exchange
|
-
|
98
|
98
|
Interest and
other1
|
12,501
|
7,611
|
20,112
|
30 April 2023
|
170,520
|
19,525
|
190,045
|
Cash flow
|
(71,271)
|
(4,424)
|
(75,695)
|
Foreign exchange
|
-
|
(129)
|
(129)
|
Interest and
other1
|
19,116
|
1,357
|
20,473
|
30 April 2024
|
118,365
|
16,329
|
134,694
|
1 Interest and
other within borrowings comprises amortisation of capitalised
borrowing costs and the interest expense in the year. Interest and
other within lease liabilities comprises interest on leases as
disclosed in Note 7 as well as the lease liability addition in
relation to the new Netherlands facility and office and the lease
liability recognised on acquisition of the Experiences
segment.
20
Share-based payments
Legacy schemes
Prior to Admission to the London Stock
Exchange during the year ended 30 April 2021, share and cash-based
incentives were awarded by the Former Parent Undertaking in
relation to legacy compensation agreements for certain employees,
senior management and Directors. Such shares have been converted
into separate shares in Moonpig Group plc and other companies
formerly under common control. These were accounted for in
accordance with IFRS 2 and disclosed in the Prospectus, which can
be accessed at www.moonpig.group/investors. The awards included
3,075,329 shares in Moonpig Group plc that did not vest at the date
of Admission, and which vested on the 7 January 2023. In respect of
these shares there were non-cash charges of £nil in FY24 (2023:
£2,251,000). National Insurance is not included on these schemes as
they operated at an unrestricted tax market value.
Pre-IPO awards
Awards were granted on 27 January 2021 and
comprise two equal tranches, with the vesting of both subject to
the achievement of revenue and Adjusted EBITDA performance
conditions for the year ended 30 April 2023 and for participants to
remain employed by the Company over the vesting period. The Group
exceeded maximum performance for both measures, including on an
organic basis without the post-acquisition revenue and profit from
Experiences. Accordingly, the first tranche vested on 30 April 2023
and was paid in July 2023; the second tranche vested on 30 April
2024 and will be payable shortly thereafter. Given the constituents
of the scheme, no attrition assumption has been applied. The scheme
rules provide that when a participant leaves employment, any
outstanding award may be reallocated to another employee (excluding
the Executive Directors), in accordance with which share awards
were granted in May, September, October and December 2022 and
January, February and April 2023, all of which will vest on 30
April 2024.
There were no shares granted
during the financial year, the below tables detail the shares
outstanding:
Pre-IPO awards
|
2024
Number of
shares
|
2023
Number of
shares
|
Outstanding at the beginning of
the year
|
2,616,716
|
2,546,859
|
Granted
|
-
|
295,357
|
Exercised
|
(1,165,744)
|
-
|
Forfeited
|
(37,001)
|
(225,500)
|
Outstanding at 30 April
|
1,413,971
|
2,616,716
|
Exercisable at 30 April
|
1,413,971
|
1,165,744
|
The weighted average market value
per ordinary share of Pre-IPO options exercised during the year was
1.48p (2023: N/a).
Long-Term Incentive Plan ("LTIP")
Awards were granted on 1 February 2021 and will
vest on 2 July 2024. Half of the share awards vesting is subject to
a relative Total Shareholder Return ("TSR") performance condition
measured against the constituents of the FTSE 250 Index (excluding
Investment Trusts). The other half of the share awards vesting is
subject to the achievement of an Adjusted Basic Pre-Tax EPS
performance condition (calculated as Adjusted Profit Before
Taxation, divided by the undiluted weighted average number of
ordinary shares outstanding during the year). Participants are also
required to remain employed by the Company over the vesting period.
Given the constituents of the scheme, no attrition assumption has
been applied. On 4 July 2023 and 19 September 2023 new awards were
granted under the existing scheme and will vest on 4 July and 19
September 2026 respectively. Consistent with the existing scheme,
participants are required to remain employed by the Company over
the vesting period. Vesting may arise sooner where a former
employee is a "good leaver" and the Remuneration Committee
exercises discretion to permit vesting at cessation of employment.
The below tables give the assumptions applied to the options
granted in the period and the shares outstanding:
|
September
2023
|
July 2023
|
Valuation model
|
Stochastic and Black-Scholes and Chaffe
|
Stochastic and Black-Scholes and Chaffe
|
Weighted average share price
(pence)
|
164.90
|
159.40
|
Exercise price (pence)
|
0
|
0
|
Expected dividend yield
|
0%
|
0%
|
Risk-free interest rate
|
4.47%/4.54%
|
5.13%/4.80%
|
Volatility
|
32.54%/33.25%
|
33.79%/33.21%
|
Expected term (years)
|
3.00/2.00
|
3.00/2.00
|
Weighted average fair value
(pence)
|
137.25/164.90
|
129.70/159.40
|
Attrition
|
0%
|
0%
|
Weighted average remaining
contractual life (years)
|
3.90
|
3.70
|
LTIP awards
|
2024
Number of
shares
|
2023
Number of
shares
|
Outstanding at the beginning of
the year
|
3,064,998
|
871,275
|
Granted
|
6,991,966
|
2,296,209
|
Exercised
|
-
|
-
|
Forfeited
|
(730,108)
|
(102,486)
|
Outstanding at the end of the year
|
9,326,856
|
3,064,998
|
Exercisable at the end of the year
|
-
|
-
|
Deferred Share Bonus Plan ("DSBP")
The Group has bonus arrangements in place for
Executive Directors and certain key management personnel within the
Group whereby a proportion of the annual bonus is subject to
deferral over a period of three years with vesting subject to
continued service only. Vesting may arise sooner where a former
employee is a "good leaver" and the Remuneration Committee
exercises discretion to permit vesting at cessation of
employment.
The outstanding number of shares at the end of
the period is 386,842 (2023: 392,289),
with an expected vesting profile as follows:
|
FY25
|
FY26
|
FY27
|
Total
|
Share options granted on 6 August
2021
|
86,371
|
-
|
-
|
86,371
|
Share options granted on 5 July
2022
|
-
|
255,593
|
-
|
255,593
|
Share options granted on 4 July
2023
|
-
|
-
|
44,878
|
44,878
|
|
July 2023
|
Valuation model
|
Black-Scholes
|
Weighted average share price
(pence)
|
159.40
|
Exercise price (pence)
|
0
|
Expected dividend yield
|
0%
|
Risk-free interest rate
|
N/A
|
Volatility
|
N/A
|
Expected term (years)
|
3.00
|
Weighted average fair value
(pence)
|
159.40
|
Attrition
|
0%
|
Weighted average remaining
contractual life (years)
|
3.50
|
DSBP
|
2024
Number of
shares
|
2023
Number of
shares
|
Outstanding at the beginning of
the year
|
392,289
|
92,970
|
Granted
|
47,164
|
299,319
|
Exercised
|
(32,650)
|
-
|
Forfeited
|
(19,961)
|
-
|
Outstanding at the end of the year
|
386,842
|
392,289
|
Exercisable at the end of the year
|
-
|
-
|
The weighted average market value per ordinary
share of DSBP options exercised during the year was 1.59p (2023:
N/a).
Save As You Earn ("SAYE")
The Group entered a SAYE scheme
for all eligible employees under which employees are granted an
option to purchase ordinary shares in the Company at an option
price set at a 20% discount to the average market price over the
three days before the invitation date, in three years' time,
dependent on their entering into a contract to make monthly
contributions into a savings account over the relevant
period.
The FY22 awards were granted on 3 September
2021 and will vest on 1 October 2024, with a six-month exercise
period following vesting. The awards are subject only to service
conditions with the requirement for the recipients of awards to
remain in employment with the Company over the vesting period. FY23
awards were granted on 8 September 2022 and will vest on 1 October
2025, they are subject to the same conditions as the FY22 grant.
The FY24 awards were granted on 28 July 2023 and will vest on 1
October 2026, they are subject to the same conditions as the FY23
grant.
The below tables give the assumptions applied
to the options granted in the year and the shares
outstanding:
|
July 2023
|
Valuation model
|
Black-Scholes
|
Weighted average share price
(pence)
|
176.40p
|
Exercise price (pence)
|
117.00p
|
Expected dividend yield
|
0%
|
Risk-free interest rate
|
3.93%
|
Volatility
|
32.54%
|
Expected term (years)
|
3.00
|
Weighted average fair value
(pence)
|
67.09p
|
Attrition
|
15%
|
Weighted average remaining
contractual life (years)
|
2.75
|
SAYE
|
2024
Number of
shares
|
Weighted average exercise
price
|
2023
Number of
shares
|
Weighted average exercise
price
|
Outstanding at the beginning of
the year
|
783,819
|
1.78p
|
318,021
|
3.02p
|
Granted
|
842,552
|
1.17p
|
692,957
|
1.62p
|
Exercised
|
-
|
-
|
-
|
-
|
Cancelled
|
(616,736)
|
1.62p
|
(209,399)
|
3.02p
|
Forfeited
|
-
|
-
|
(17,760)
|
3.02p
|
Outstanding at the end of the year
|
1,009,635
|
1.37p
|
783,819
|
1.78p
|
Exercisable at the end of the year
|
1,111
|
1.62p
|
-
|
-
|
The fair value of awards under the
Pre-IPO and DSBP awards are equal to the share price on the date of
award as there is no price to be paid and employees are entitled to
dividend equivalents. For awards with a market condition,
volatility is calculated over the period commensurate with the
remainder of the performance period immediately prior to the date
of grant. For all other conditions, volatility is calculated over
the period commensurate with the expected term. As the Company had
only recently listed, a proxy volatility equal to the median
volatility of the FTSE 250 (excluding Investment Trusts) over the
respective periods has been used. Consideration has also been made
to the trend of volatility to return to its mean, by disregarding
extraordinary periods of volatility.
Share-based payments expenses
recognised in the income statement:
|
2024
£000
|
2023
£000
|
Legacy schemes
|
-
|
2,251
|
Pre-IPO awards
|
1,152
|
3,168
|
LTIP
|
2,340
|
1,876
|
SAYE
|
455
|
351
|
DSBP
|
305
|
273
|
Share-based payments expense1
|
4,252
|
7,919
|
1 The £4,252,000
(FY23: £7,919,000) stated above is presented inclusive of
employer's National Insurance contributions of £92,000 (2023:
£649,000). This is made up of contributions of £790,000 (2023:
£649,000) offset by a release of £698,000 (2023: £nil) in relation
to a true up of NI at year end based on market share price
data.
21 Share capital and reserves
The Group considers its capital to
comprise its ordinary share capital, share premium, merger reserve,
retained earnings, share-based payments reserve and foreign
exchange translation reserve. Quantitative detail is shown in the
consolidated statement of changes in equity. The Directors'
objective when managing capital is to safeguard the Group's ability
to continue as a going concern in order to provide returns for the
shareholder and benefits for other stakeholders.
Called-up share capital
Ordinary share capital represents
the number of shares in issue at their nominal value. Ordinary
shares in the Company are issued, allotted and fully paid
up.
The holders of ordinary shares are
entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. The
shareholding as at 30 April 2024 is:
|
2024 Number of
shares
|
2024
£000
|
2023 Number of
shares
|
2023
£000
|
Allotted, called-up and fully paid
ordinary shares of £0.10 each
|
343,310,015
|
34,331
|
342,111,621
|
34,211
|
Share premium
Share premium represents the
amount over the par value which was received by the Company upon
the sale of the ordinary shares. Upon the date of listing the par
value of the shares was £0.10 but the initial offering price was
£3.50. Share premium is stated net of direct costs of £736,000
(2023: £736,000) relating to the issue of the shares.
Merger reserve
The merger reserve arises from the
Group reorganisation accounted for under common control.
Other reserves
Other reserves represent the
share-based payment reserve, the foreign currency translation
reserve and the hedging reserve.
Share-based payment reserve
The share-based payment reserve is
built up of charges in relation to equity-settled share-based
payment arrangements which have been recognised within the
consolidated income statement.
Hedging reserve
The hedging reserve comprises the
effective portion of the cumulative net change in the fair value of
cash flow hedging instruments related to hedged transactions that
have not yet occurred and the cumulative net change in the fair
value of time value on the cash flow hedging
instruments.
Foreign currency translation reserve
The foreign currency translation
reserve represents the accumulated exchange differences arising
since the acquisition of Greetz from the impact of the translation
of subsidiaries with a functional currency other than
Sterling.
|
Share-based payment
reserve
£000
|
Foreign currency translation
reserve
£000
|
Hedging
reserve
£000
|
Total other
reserves
£000
|
At 1 May 2022
|
34,941
|
(35)
|
-
|
34,906
|
Other comprehensive income:
|
|
|
|
|
Foreign currency translation
reserve reclassification
|
-
|
(735)
|
-
|
(735)
|
Cash flow hedges:
|
|
|
|
|
Fair value changes in the year
|
-
|
-
|
1,891
|
1,891
|
Cost of hedging reserve
|
-
|
-
|
126
|
126
|
Fair value movements on cash flow hedges transferred to
profit and loss
|
-
|
-
|
(136)
|
(136)
|
Exchange differences on
translation of foreign operations
|
-
|
(158)
|
-
|
(158)
|
Share-based payment charge
(excluding National Insurance)
|
7,270
|
-
|
-
|
7,270
|
30 April 2023
|
42,211
|
(928)
|
1,881
|
43,164
|
At 1 May 2023
|
42,211
|
(928)
|
1,881
|
43,164
|
Other comprehensive income:
|
|
|
|
|
Cash flow hedges:
|
|
|
|
|
Fair value changes in the year
|
-
|
-
|
715
|
715
|
Cost of hedging reserve
|
-
|
-
|
243
|
243
|
Fair value movements on cash flow hedges transferred to
profit and loss
|
-
|
-
|
(2,222)
|
(2,222)
|
Deferred tax on other
comprehensive income
|
-
|
-
|
(95)
|
(95)
|
Exchange differences on
translation of foreign operations
|
-
|
30
|
-
|
30
|
Share-based payment charge
(excluding National Insurance)
|
4,179
|
-
|
-
|
4,179
|
Deferred tax on share based
payment transactions
|
536
|
-
|
-
|
536
|
Share options exercised
|
(4,158)
|
-
|
-
|
(4,158)
|
30 April 2024
|
42,768
|
(898)
|
522
|
42,392
|
22 Financial instruments
Accounting classifications and fair values
The amounts in the Consolidated
Balance sheet and related notes that are accounted for as financial
instruments and their classification under IFRS 9, are as
follows:
|
Note
|
2024
£000
|
2023
£000
|
Financial assets at amortised cost:
|
|
|
|
Current assets
|
|
|
|
Trade and other
receivables1
|
14
|
3,849
|
3,699
|
Cash
|
15
|
9,644
|
22,394
|
Non-current assets
|
|
|
|
Trade and other
receivables
|
14
|
1,611
|
2,153
|
Financial assets at fair value through other comprehensive
income ("OCI"):
|
|
|
|
Current assets
|
|
|
|
Financial derivatives
|
|
838
|
711
|
Non-current assets
|
|
|
|
Financial derivatives
|
|
164
|
1,757
|
|
|
16,106
|
30,714
|
Financial liabilities at amortised cost:
|
|
|
|
Current liabilities
|
|
|
|
Trade and other
payables2
|
16
|
42,755
|
47,567
|
Merchant
accrual3
|
16
|
45,274
|
53,504
|
Lease liabilities
|
19
|
3,257
|
3,443
|
Borrowings
|
19
|
73
|
27
|
Non-current liabilities
|
|
|
|
Trade and other
payables2
|
16
|
638
|
3,806
|
Lease liabilities
|
19
|
13,072
|
16,082
|
Borrowings
|
19
|
118,292
|
170,493
|
|
|
223,361
|
294,922
|
1 Excluding
prepayments.
2 Excluding
other taxation and social security (as not classified as financial
liabilities) and merchant accrual, which is disclosed separately
below.
3 An amount of
£2,292,000 has been reclassified from Merchant accrual to Other
taxation and social security in 2023. This amount relates to the
VAT element on the merchant accrual.
The fair values of each class of
financial assets and liabilities is the carrying amount, with the
exception of Borrowings, based on the following
assumptions:
Trade receivables, trade payables and
borrowings
|
The fair value approximates to the
carrying amount, predominantly, because of the short maturity of
these instruments.
|
Forward currency contracts
|
The fair value is determined using
the mark to market rates at the reporting date and the outright
contract rate.
|
Interest rate swap and cap
|
The fair value is determined by
discounting the estimated future cash flows at a market rate that
reflects the current market assessment of the time value if money
and the risks specific to the instrument.
|
With regards to Borrowings, the
fair values of bank loans and other loans approximates to the
carrying value reported in the balance sheet, gross of amortised
costs of £1,973,000 (2023: £4,507,000), as the majority are
floating rate where payments are reset to market rates at intervals
of less than one year.
Fair value hierarchy
Financial instruments carried at
fair value are required to be measured by reference to the
following levels:
· Level
1: quoted prices in active markets for identical assets or
liabilities.
· Level
2: inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
· Level
3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
All financial instruments carried
at fair value have been measured by a Level 2 valuation
method.
Financial risk management
The Group has exposure to the
following risks arising from financial instruments:
· Credit risk
· Liquidity risk
· Market risk
i) Risk management
framework
In line with the Group's Risk
Appetite statement, the Group's treasury objective is to ensure
that it adopts a prudent approach to managing financial risk,
ensuring that excessive financial risks are mitigated whilst
maintaining a balance between cost efficiency and calculated risk
tolerance. The Group does not enter financial instruments for
speculative purposes but maintains discretion to decide when to
hedge financial exposures, within the parameters set out in its
Group Treasury Policy.
ii) Credit
risk
Credit risk is the risk of
financial loss if a counterparty fails to discharge its contractual
obligations under a customer contract or financial
instrument.
· The
Group's credit risk from its operations primarily arises from trade
and other receivables. This risk is assessed as low, as the
balances are short maturity, arise principally as a result of high
volume, low value transactions, and have no significant
concentration as there is no counterparty balance that represents a
significant credit risk concentration.
· The
Group's credit risk on cash and cash equivalents is considered to
be low. Financial assets are held with bank and financial
institution counterparties that have a long-term credit rating of
A3 or higher from Moody's Investor Services and/or a long-term
credit rating of A- or higher from Standard & Poor's. The
Group's treasury policy is to monitor cash (when applicable deposit
balances) daily and to manage counterparty risk whilst also
ensuring efficient management of the Group's RCF.
Further information on the credit
risk management procedures applied to trade receivables is given in
Note 14 and to cash and cash equivalents in Note 15. The carrying
amounts of trade receivables and cash and cash equivalents shown in
those notes represent the Group's maximum exposure to credit
risk.
iii) Liquidity
risk
Liquidity risk is the risk that
the Group will encounter difficulties in meeting the obligations
associated with its financial liabilities that are settled by
delivering cash. The Group's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Group's reputation.
Cash flow forecasting is performed
centrally with rolling forecasts of the Group's liquidity
requirements regularly monitored to ensure it has sufficient cash
to meet operational needs. The Group's revenue model results in a
strong level of cash conversion allowing it to service working
capital requirements.
The Group's sources of borrowing for liquidity
purposes comprise a committed RCF of £180,000,000, provided by a
strong syndicate of banks. The RCF has an initial maturity date of
29 February 2028 with an option to extend it by one year, subject
to lender approval. Lease liabilities are also reported in
borrowings.
Liquidity risk management requires
that the Group continues to operate within the financial covenants
set out in its facilities. The RCF is subject to two covenants,
each tested at six-monthly intervals. The leverage covenant,
measuring the ratio of net debt to last twelve months Adjusted
EBITDA, is a maximum of 3.5x until April 2025 and 3.0x thereafter.
The interest cover covenant, measuring the ratio of last twelve
months Adjusted EBITDA (excluding share based payments, as
specified in the facilities agreement) to the total of bank
interest payable and interest payable on leases, is a minimum of
3.5x for the term of the facility. Covenant forecasting is
performed centrally, with regular monitoring to ensure that the
Group continues to expect to meet its financial
covenants.
The following tables provide an
analysis of the anticipated contractual cash flows including
interest payable for the Group's financial liabilities and
derivative instruments on an undiscounted basis. Where interest
payments are calculated at a floating rate, rates of each cash flow
until maturity of the instruments are calculated based on the
forward yield curve prevailing at the respective year ends. All
derivative contracts are presented on a net basis:
Contractual cash flows
2024
|
Due within
1 year
£000
|
Due between 1 and 3
years
£000
|
Due between 3 and 5
years
£000
|
Due after
5 years
£000
|
Total
£000
|
Carrying amount
at balance sheet date
£000
|
Borrowings1
|
-
|
-
|
120,266
|
-
|
120,266
|
118,292
|
Interest on borrowings
|
8,025
|
15,364
|
6,031
|
-
|
29,420
|
73
|
Lease capital
repayments
|
3,257
|
6,251
|
3,085
|
3,736
|
16,329
|
16,329
|
Lease future interest
payments
|
655
|
843
|
371
|
229
|
2,098
|
-
|
Merchant accrual
|
48,133
|
-
|
-
|
-
|
48,133
|
45,274
|
Trade and other financial
liabilities2
|
42,755
|
638
|
-
|
-
|
43,393
|
43,393
|
Non-derivative financial
liabilities
|
102,825
|
23,096
|
129,753
|
3,965
|
259,639
|
223,361
|
Interest rate swap
|
-
|
-
|
-
|
-
|
-
|
-
|
Interest rate caps
|
935
|
92
|
-
|
-
|
1,027
|
1,002
|
Derivative financial
assets
|
935
|
92
|
-
|
-
|
1,027
|
1,002
|
Contractual cash flows
2023
|
Due within
1 year
£000
|
Due between 1 and 3
years
£000
|
Due between 3 and 5
years
£000
|
Due after
5 years
£000
|
Total
£000
|
Carrying amount
at balance sheet date
£000
|
Borrowings1
|
-
|
175,000
|
-
|
-
|
175,000
|
170,493
|
Interest on borrowings
|
12,533
|
24,804
|
-
|
-
|
37,337
|
27
|
Lease capital
repayments
|
3,444
|
6,212
|
4,946
|
4,923
|
19,525
|
19,525
|
Lease future interest
payments
|
776
|
1,089
|
532
|
379
|
2,776
|
-
|
Merchant
accrual3
|
53,504
|
-
|
-
|
-
|
53,504
|
53,504
|
Trade and other financial
liabilities2
|
47,567
|
3,806
|
-
|
-
|
51,273
|
51,373
|
Non-derivative financial
liabilities
|
117,824
|
210,911
|
5,478
|
5,302
|
339,415
|
294,922
|
Interest rate swap
|
723
|
-
|
-
|
-
|
723
|
706
|
Interest rate cap
|
1,216
|
422
|
-
|
-
|
1,638
|
1,762
|
Derivative financial
assets
|
1,923
|
422
|
-
|
-
|
2,361
|
2,468
|
1 For the
purpose of these tables, borrowings are defined as gross borrowings
excluding lease liabilities and fair value of derivative
instruments.
2 Consists of
trade and other payables that meet the definition of financial
liabilities under IAS 32 (excluding merchant accrual, which is
split our separately above).
3 The merchant accrual
balance as at 30 April 2023 has been restated to exclude VAT in
relation to this liability of £2,292,000
IFRS 7 requires the contractual future
interest cost of a financial liability to be included within the
above table. As disclosed in Note 19 of these condensed
consolidated financial statements, borrowings are currently drawn
under a revolving credit facility and repayments can be made at any
time without penalty. As such there is no contractual future
interest cost. Interest is payable on borrowings' drawn amounts at
a floating reference rate plus margin. The reference rates are
SONIA for loan in Sterling, EURIBOR for loans in Euro and SOFR for
loans in US Dollars.
The merchant accrual contractual cash flows
amount due within one year represents the undiscounted gross value.
The contractual cash flows being due within one year is different
from the forecast cash flow profile used to discount the liability
under IFRS 9. Amounts are due when the customer redeems the voucher
which is outside of the control of the Group, hence its
classification as a current liability and its contractual cash
flows being within one year. However, historical redemption periods
show that actual redemptions differ from the contractual period and
therefore on a forecast basis the cash flows span more than one
year, as a result the liability is discounted.
It is not expected that the cash flows
included in the maturity analysis could occur significantly
earlier, or at significantly different amounts.
iv) Market
risk
Currency risk
Currency risk involves the
potential for financial loss arising from changes in foreign
exchange rates:
· Translation risk is exposure to changes in values of items in
the condensed consolidated financial statements caused by
translating items into Sterling. This is the Group's principal
currency exposure in view of its overseas operations.
· Transaction risk arises from changes in exchange rates from
the time a foreign currency transaction is entered into until it is
settled. This is relevant to the Group's operating activities
outside the UK, which are generally conducted in local currency.
Transaction risk is not considered significant, as the Group
primarily transacts in Sterling and Euros and generates cash flows
in each currency which are sufficient to cover operating
costs.
· Other
currency exposures comprise currency gains and losses recognised in
the income statement, relating to other monetary assets and
liabilities that are not denominated in the functional currency of
the entity involved. At 30 April 2024 and 30 April 2023, these
exposures were not material to the Group.
For the mitigation of currency
risk, the Group has implemented strategies, including the use of
flexible forward contracts to purchase Euros, US Dollars, and
Australian Dollars in exchange for Sterling.
Interest rate risk
Interest rate risk involves the potential for
financial loss arising from changes in market interest rates. The
Group is exposed to interest rate risk arising from borrowings
under the Revolving Credit Facility, which incurs interest at a
floating reference rate plus a margin. The reference rates are
SONIA for loans in Sterling, EURIBOR for loans in Euro and SOFR for
loans in US Dollars. As at 30 April 2024 the Group had drawn down
£113,000,000 and €8,500,000 of the available revolving credit
facility. There was no foreign exchange impact on borrowings during
the year as the Euro draw down occurred on the last day of the
financial year.
To mitigate this risk, the Group has
implemented hedging strategies. The Group's interest rate hedging
arrangements now comprise a SONIA interest rate cap with a cap
strike rate of 3.00% on £70m notional until 30 November 2024 and a
SONIA interest rate cap, put in place during the current financial
year, of 5.00% on £50m notional from 28 November 2024 until 1 June
2025, reducing thereafter to £35m notional until expiry on 30
November 2025. This follows the expiry of a SONIA interest rate
swap (at a rate of 2.4725% on £90m notional) on 30 November
2023.
The Group has elected to adopt the
hedge accounting requirements of IFRS 9 Financial Instruments. The
Group enters hedge relationships where the critical terms of the
hedging instrument and the hedged item match, therefore, for the
prospective assessment of effectiveness a qualitative assessment is
performed. Hedge effectiveness is determined at the origination of
the hedging relationship. Quantitative effective tests are
performed at each year end to determine the continuing
effectiveness of the relationship.
The Group determines the existence
of an economic relationship between the hedging instrument and
hedged item based on the interest rate, amount and timing of their
respective cash flows. The Group assesses whether the derivative
designated in each hedging relationship is expected to be, and has
been, effective in offsetting changes in cash flows of the hedging
item using the hypothetical derivative method.
In these hedge relationships, the
main sources of ineffectiveness are:
· The
effect of the counterparty and Group's own credit risk on the fair
value of the cap and swap, which is not reflected in the change in
the fair value of the hedged cash flows attributable to the change
in interest rates; and
· Changes in the timing of the hedged item.
The derivative financial assets
are all net settled; therefore, the maximum exposure to interest
rate risk at the reporting date is the fair value of the derivative
assets which are included in the consolidated balance
sheet:
Derivative financial assets
|
2024
£000
|
2023
£000
|
Derivatives designated as hedging
instruments
|
|
|
Interest rate swaps - cash flow
hedges
|
-
|
706
|
Interest rate caps - cash flow
hedges
|
1,002
|
1,762
|
Total derivatives financial assets
|
1,002
|
2,468
|
|
2024
£000
|
2023
£000
|
Current and non-current:
|
|
|
Current
|
838
|
711
|
Non-current
|
164
|
1,757
|
Total derivatives financial assets
|
1,002
|
2,468
|
Cash flow interest rate swap and cap
There was no ineffective portion
recognised in finance expense that arose from cash flow hedges
during the year (2023: £nil).
At 30 April 2024, the main
floating rates were SONIA. Gains and losses recognised in the cash
flow hedging reserve in equity on interest rate swap and cap
contracts as at 30 April 2024 will be released to the consolidated
statement of comprehensive income as the related interest expense
is recognised.
The effects of the cash flow
interest rate swap and cap hedging relationships are as follows at
30 April:
|
Interest rate
swap
|
Interest rate cap
3%
|
Interest rate cap
5%1
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
Carrying amount of derivatives
(£000)
|
-
|
706
|
838
|
1,762
|
164
|
-
|
Changes in fair value of the
designated hedged item (£000)
|
84
|
842
|
630
|
1,175
|
1
|
-
|
Notional amount (£000)
|
-
|
55,000
|
70,000
|
70,000
|
42,500
|
-
|
Hedge ratio
|
-
|
1:1
|
1:1
|
1:1
|
1:1
|
-
|
Maturity date
|
-
|
30/11/2023
|
30/11/2024
|
30/11/2024
|
30/11/2025
|
-
|
1 The Group put
in place an interest rate cap during the year of 5.00% on £50m
notional from 29 November 2024 until 1 June 2025, reducing
thereafter to £35m notional until expiry on 28 November
2025.
Interest rate movements on
deposits, lease liabilities, trade payables, trade receivables and
other financial instruments do not present a material exposure to
the Group's balance sheet.
The table below details changes in derivative
assets arising from financing activities, including both cash and
non-cash changes.
|
|
|
Derivative
assets
£000
|
1
May 2022
|
|
|
-
|
Cash outflow/ (inflow)
|
|
|
612
|
Non-cash movement
|
|
|
1,856
|
30 April 2023
|
|
|
2,468
|
Cash outflow/ (inflow)
|
|
|
(2,072)
|
Non-cash movement
|
|
|
606
|
30 April 2024
|
|
|
1,002
|
Market risk sensitivity analysis
Financial instruments affected by
market risks include borrowings and deposits.
The following analysis, required
by IFRS 7 Financial Instruments: Disclosures, is intended to
illustrate the sensitivity to changes in market variables, being
Sterling interest rates, and Sterling/Euro exchange
rates.
The sensitivity analysis assumes
reasonable movements in foreign exchange and interest rates before
the effect of tax. The Group considers a reasonable interest rate
movement in SONIA to be 3%, based on current interest rate
projections. Similarly, sensitivity to movements in Sterling/Euro
exchange rates of 10% are shown, reflecting changes of reasonable
proportion in the context of movement in that currency pair over
the last year.
The following table shows the
illustrative effect on profit before tax resulting from a 10%
change in Sterling/Euro exchange rates:
|
Income
(losses)/gains
2024
£000
|
Equity
(losses)/gains
2024
£000
|
Income
(losses)/gains
2023
£000
|
Equity
(losses)/gains
2023
£000
|
10% strengthening of Sterling
versus the Euro
|
(340)
|
(1,312)
|
(390)
|
(814)
|
10% weakening of Sterling versus
the Euro
|
416
|
1,604
|
477
|
995
|
The following table shows the
illustrative effect on the consolidated income statement from a 3%
change in market interest rates on the Group's interest expense.
Refer to borrowings in Note 19.
|
2024
£000
|
2023
£000
|
3% increase in market interest
rates
|
(2,913)
|
(6,350)
|
3% decrease in market interest
rates
|
3,592
|
6,350
|
Capital risk management
Capital risk is the risk that the
Group will not be able to sustain its operations in the long term
due to an inability to secure sufficient capital or maintain an
adequate return on capital investment. This encompasses financing
risk (the risk that the Group cannot raise necessary funds to
continue its operations or finance expansion activities) and cost
of capital risk (associated with fluctuations in the cost of
capital, which may influence investment decisions and affect
long-term strategic planning).
The Group's capital management
objectives are focused on maintaining investor confidence and
supporting the sustainable development of the business. Future
actions to manage capital may include dividends, return capital
through share buybacks, issue new shares or take other steps to
increase share capital and reduce or increase debt
facilities.
23 Commitments and contingencies
a) Commitments
The Group entered a financial commitment in
respect of floristry supplies of £212,000 (2023: £59,000) and
rental commitments of £17,000 (2023: £12,000) which are due
within one year.
b) Contingencies
Group companies have given a guarantee in
respect of the external bank borrowings of the Group which amounted
to £180,000,000 at 30 April 2024. This comprises of the RCF of
£180,000,000, as at 30 April 2024 the Group had drawn down
£113,000,000 and €8,500,000 of the available revolving credit
facility.
24 Related party transactions
Transactions with related parties
The Group has earned other income
from subletting space at its head office to an entity formerly
under common control and was considered a related party during the
year.
|
2024
£000
|
2023
£000
|
Other income from related parties
formerly under common control
|
1,349
|
1,319
|
The relevant entity concerning the transaction
above was no longer considered a related party as at 30 April 2024
following Exponent Private Equity ceasing to be a Significant
Shareholder. Balances in relation to this entity have been included
within other payables or other receivables where relevant.
Therefore, as at the balance sheet date, the Group had the
following balances with entities formerly under common
control:
|
2024
£000
|
2023
£000
|
Trade and other receivables from
other related parties formerly under common control
|
-
|
150
|
Trade and other payables with
other related parties formerly under common control
|
-
|
(638)
|
There is no expected credit loss
provision recognised in relation to the above receivables as the
probability of default and any corresponding expected credit loss
are immaterial to the Group.
Compensation of key management personnel of Moonpig Group
plc
The amounts disclosed in the table
are the amounts recognised as an expense during the reporting year
related to key management personnel. Key management personnel are
defined as the Directors as they are the members of the Group with
the authority and responsibility for planning, directing and
controlling the activities of the Group.
Further detail in respect of the
Directors remuneration can be found within the Directors'
Remuneration report within the Annual Report and Accounts for the
year ended 30 April 2024.
|
2024
£000
|
2023
£000
|
Short-term employee
benefits
|
2,513
|
1,655
|
Post-employment pension and
medical benefits
|
53
|
54
|
Share-based payment
schemes
|
101
|
7,435
|
Total compensation relating to key management
personnel
|
2,667
|
9,144
|
25 Related undertakings
A full list of subsidiary
undertakings as defined by Companies Act
2006 as at 30 April 2024 is disclosed below. Titan Midco Limited is
held directly by the Company and all other subsidiary undertakings
are held indirectly.
The equity shares held are in the
form of ordinary shares or common stock. The effective percentage
of equity shares held in subsidiary undertakings is 100% in all
cases.
Subsidiary undertakings
|
Number
|
Country of incorporation
|
Principal activity
|
Cards Holdco
Limited1
|
12170467
|
England and Wales
|
Trading company, management
services
|
Moonpig.com
Limited1
|
03852652
|
England and Wales
|
Trading company
|
Experience More
Limited1
|
03883868
|
England and Wales
|
Trading company
|
Titan Midco
Limited1
|
13014525
|
England and Wales
|
Holding company
|
Horizon Bidco
B.V.2
|
72238402
|
Netherlands
|
Holding company
|
Greetz B.V.2
|
34312893
|
Netherlands
|
Trading company
|
Full Colour B.V.2
|
34350020
|
Netherlands
|
Trading company
|
1 Registered office
address is Herbal House, 10 Back Hill, London, EC1R 5EN, United
Kingdom.
2 Registered office
address is Herikerbergweg 1-35, 1101 CN Amsterdam,
Noord-Holland.
All subsidiaries have a year-end
of 30 April.
Titan Midco Limited is exempt from
the Companies Act 2006 requirements relating to the audit of their
individual financial statements by virtue of Section 479A of the
Companies Act as this Company has guaranteed its subsidiary
companies under Section 479C of the Companies Act.
In accordance with article 408 of
the Dutch Civil Code, Horizon Bidco B.V. issued a declaration of
joint and several liability in respect of its consolidated
participants. The declaration covered and resulted in the
standalone Horizon Bidco B.V. entity being exempt from an audit.
Additionally, Full Colour B.V. is exempt from an audit under the
Dutch Civil Code by virtue of its size.
26 Events after the balance sheet date
There were no adjusting or
non-adjusting events after the balance sheet date.