17
April 2024
ASOS plc
Global Online Fashion
Destination
Interim results for the 26 weeks to 3
March 2024
Strong progress on speed and profit
initiatives under Back to Fashion strategy
Summary financial results
£m
|
26 weeks to
3
Mar 2024
(HY24)
|
Six months to 28 Feb 2023
(HY23)
|
Change
|
Adjusted LfL CCY
change
|
Headline measures1
|
|
|
|
|
Adjusted group
revenue2,3
|
1,497.5
|
1,838.5
|
|
(18%)
|
Adjusted gross
margin
|
40.3%
|
42.9%
|
(260bps)
|
|
Cost to
serve4
|
41.5%
|
42.7%
|
(120bps)
|
|
Adjusted EBITDA
|
(16.3)
|
4.6
|
(20.9)
|
|
Adjusted EBIT
|
(98.1)
|
(69.4)
|
(28.7)
|
|
Adjusted loss before
tax
|
(120.0)
|
(87.4)
|
(32.6)
|
|
Net debt
|
(348.8)
|
(431.7)
|
+82.9
|
|
Free cash
outflow
|
(21.1)
|
(258.8)
|
+237.7
|
|
Statutory measures
|
|
|
|
|
Group revenue
|
1,505.8
|
1,840.6
|
(18%)
|
|
Gross margin
|
40.0%
|
36.1%
|
+390bps
|
|
Operating loss
|
(246.8)
|
(272.5)
|
+25.7
|
|
Loss before tax
|
(270.0)
|
(290.9)
|
+20.9
|
|
Strategic update and results
summary
· Strong progress on Back to Fashion strategic priorities to
make ASOS faster, more agile, and more profitable:
- Delivered c.£240m
year-on-year ('YoY') improvement in H1 free cash flow (outflow of
c.£21m) through disciplined inventory and cost management,
representing our strongest H1 cash performance since
2017.
- Ahead of plan on stock
reduction with £593m stock at H1 (vs. FY24 objective of c.£600m).
Approximately half of the stock reduction came from the clearance of stock over
12 months old.
- Sold through c.83% of
AW23 stock in H1, representing a 17ppt YoY improvement and
resulting in two-thirds reduction in volume of AW stock carried
forward vs. prior year.
- Increased stock turn on
newness by more than 40% YoY with a c.10ppt YoY improvement in
12-week sell through - indicative of better and more relevant
product under the new model.
- Flexible models scaling
well: Test & React running at c.5% own-brand sales and already
above 30% in launch category (ASOS Design Jersey Tops); Partner
Fulfils running at c.5% of partner brand GMV.
- Structurally improved
profitability with cost to serve4 down 120bps to 41.5%
of sales despite volume deleverage over fixed costs and UK brand
marketing investment.
· As previously announced, H1 FY24 sales -18% as we annualised
actions taken during FY23 to improve core profitability under the
Driving Change agenda and with H1 intake c.-30% YoY as we
right-size stock levels.
· Over 60% of sales from product now excluded from promotions.
However, adjusted gross margin down 260bps YoY due to planned
discounting to clear old stock. Further clearance activity planned
in H2 to unlock the full benefit of the new commercial model from
FY25. Gross margin drag in H1 from
heightened mix of old product sales estimated over
5ppt. Consequently,
adjusted EBITDA ('AEBITDA') loss of £16.3m in the half.
· Reiterating
guidance for FY24 sales decline of 5 to 15%, positive adjusted
EBITDA and cash generation. Further clearance activity planned in
H2 to unlock the full benefit of the new commercial model from
FY25.
·
AEBITDA for FY25 expected to
be significantly higher than FY23 and FY24 driven by: (1)
materially higher gross margin following removal of old stock and
higher full-price sales mix of flexible stock models; and (2)
ongoing transformation of the business following cost action
already taken in FY23 and H1 FY24.
·
Further strengthening
of company leadership including appointment of
new CFO detailed in separate
RNS.
ASOS
plc
Global Online Fashion
Destination
Interim results for the 26 weeks to 3
March 2024
José Antonio Ramos Calamonte,
Chief Executive Officer said:
"At the beginning of this year we
explained that FY24 would be a year of continued transformation for
ASOS as we take the necessary actions to deliver a more profitable
and cash generative business. Under our Back to Fashion strategy,
we set out three priorities for the year - to offer the best and
most relevant product, to strengthen our relationship with
customers and to reduce our cost to serve. We have delivered on
each of these in the first half of the year, including right-sizing
our stock ahead of target to drive our best first half cash
performance since 2017 and seeing excellent results in our Test
& React model, which is growing at pace. ASOS is becoming a
faster and more agile business, and we are reiterating our guidance
for the full year as we lay the foundations for sustainably
profitable growth in FY25 and beyond."
CEO Review
We started this journey with a
clear target in mind, to turn ASOS into a company that delivers
sustainable, profitable growth. That meant three things: i) to
provide our customers with the best and most relevant product
through better stock management and an obsession with speed; ii) to
reduce our cost to serve, removing waste and improving our use of
data; iii) to strengthen our relationship with customers, ensuring
ASOS is top-of-mind for fashion. Over the last six months we have
seen progress on all fronts.
We have seen good momentum in our
transformation to make ASOS faster and more agile, bringing the
most exciting product to our fashion-loving twenty-something
consumers from both our own brands and the best partner brands.
Product produced through our Test & React model, which brings
product from design to site in less than 3 weeks, is amongst our
top sellers every week, with strong full-price sell-through and a
gross margin of 58%. This is still a small part of our business but
we are scaling it at pace, now accounting for close to 40% of sales
in one of the product categories we launched with in November. I
have the confidence that this model will be truly transformational
for ASOS, both for our customers and for the profitability and cash
generation of our business model. With better product and more
disciplined stock management, over 60% of our sales now come from
product excluded from any markdown or promotions.
We have also made great progress
in reducing our cost to serve, ensuring we focus our spending in
areas that truly benefit our customer and deliver the experience
they value most. We reduced our cost to serve ratio below the prior
year despite the deleverage of some of our fixed costs from the
decline in sales. At the same time, we made considerable headway in
strengthening our relationship with customers, increasing our
visibility across social media platforms by increasing organic
product seeding to more than 300 influencers per month, building
relevance for our core customer and ensuring ASOS is top-of-mind
for fashion.
This strong stock discipline and
cost management has delivered our strongest H1 cash performance
since H1 FY17, but the impact of our meaningful strategic progress
on profit was concealed by the action we took to reduce our stock.
We have successfully sold through a significant volume of the old
stock that accumulated under our old commercial model, particularly
over the Covid period. At the same time we reduced intake by c.30%
YoY in the period, primarily to facilitate the right-sizing of
stock, but also due to delays in shipments cause by disruption to
ocean freight routes to avoid the Red Sea. The result of this is a
sub-optimal level of newness and higher proportion of sales of old
stock, providing a less compelling customer proposition and
creating a drag on sales and gross margin over FY23 and FY24.
However, it is the medicine we needed to take. Our progress over
the last six months means we can feel confident that from FY25
we'll have the right level of newness to excite our customers
again.
While we can be proud of what
we've achieved so far, there is always more to do. We are
relentlessly focussed on delivering even more against each of these
priorities throughout the remainder of H2 FY24.
Progress against our FY24
priorities:
1. More relevant product
through disciplined stock management and an obsession with
speed
At its core, ASOS is about
bringing exciting product to our fashion-loving twenty-something
customers and inspiring them to be whoever they want to be. With
our combination of prominent own brands including ASOS Design,
Topshop and Topman alongside a curated edit of the most relevant
assortment from our partner brands, we are uniquely positioned to
offer exclusive product while also meeting the desires of our
target customer. As I set out in November, a key mechanism by which
we can offer the most
relevant product is by becoming faster and more agile,
principles which we have successfully embedded at the heart of both
our new commercial model and our culture.
Our Test & React capability,
which brings stock into the business on a two-to-three week lead
time, will ensure that ASOS is the first place that our customers
are able to access the latest trends. We have made good progress in
scaling this model to a run-rate of c.5% of own-brand since launch
in November and are now working with suppliers in Turkey and
Morocco as well as the UK. Test & React was initially launched
in the strategically important ASOS Design
Womenswear Jersey Tops and Jersey Eveningwear Dresses categories,
together responsible for close to 20% of ASOS Design Womenswear
sales. Test & React has already scaled to over 20% of the
Jersey Eveningwear Dresses category and in Jersey tops is
approaching 40%. We have now rolled out Test & React to other
categories such as Soft Wovens and will expand into Denim in the
second half. We are on track to hit our Test & React target of
exiting the year with a run-rate of c.10% of own-brand mix and
achieving c.30% in the mid-term. Gross margin on Test & React
product in H1 was c.58%, an exceptional achievement despite higher
sourcing costs as a result of strong full-price sell-through
turning on just 3 weeks cover. These impacts will become more
visible in our group performance as Test & React becomes a
larger part of our mix in FY25 and beyond.
Beyond Test & React, we are
working hard to increase speed to market across all our own design
product, significantly reducing lead times, particularly in long
lead regions. While still in its early stages we have achieved
promising results, with a c.30% reduction in lead times achieved by
a number of key suppliers of Jersey, Denim and Dresses. These
initiatives will ultimately enable ASOS to get product to market
faster and to hold fewer units of each style, meaning
more relevant product for our customers while
also reducing inventory risk and improving profitability and cash
generation.
On the partner brands side, we've
started to ramp up our flexible fulfilment models with Partner
Fulfils making up c.5% of partner brand sales by the end of H1. At
FY23 we set out plans to double both the percentage of GMV and the
number of brands operating on Partner Fulfils over the course of
this year. Partner Fulfils allows us to be more flexible in how we
collaborate with our brand partners, while simultaneously providing
increased width (i.e. expanding the product range available on the
ASOS platform) and depth (i.e. allowing us to continue fulfilling
orders on our bestsellers when our wholesale stock is depleted).
This is all without taking on inventory risk and hence provides the
ability to churn slow-moving styles off the site without any cost
to ASOS. For our brand partners, it provides access to our 21m
fashion-loving twenty-something customers with the flexibility to
match supply to demand across different distribution channels,
including their own online distribution. In December, we also
launched a pilot of ASOS Fulfilment Services ('AFS'), partnering
with Spanish brand Scalpers. We will continue to analyse data from
this pilot and iterate the programme throughout the remainder of
FY24 before implementing our learnings as we scale AFS in
FY25.
This approach will make ASOS a
more profitable business going forward, with less stock risk
because shorter lead times enable lower initial purchase orders on
own-brand and because of stockless partner brand models. We will
also 'clear as we go' on product that doesn't work well. Our
approach to managing fashion-led stock under the new commercial
model involves removing aged stock from our model by clearing
product close to the season in which it is relevant. This avoids
very deep aged clearance discounts, improving gross margin and
ensuring a better customer experience by presenting more fresh,
relevant product.
As expected, the significant steps forward we have made over the first
half are not reflected in the profit we have reported for the
period. As you already know, the business accumulated c.£550m of
stock between FY20 and FY22. This reality meant that throughout
FY23 and FY24 we have had to significantly reduce new intake (by
c.30% in H1 FY24) while heavily discounting old stock in order to
reach our goal of holding c.£600m of inventory by FY24, so that we
can operate fully on our new commercial model in FY25. We reached
our goal early with H1 FY24 inventory of £593m. As already
explained, this clearing progress has had a direct impact on our
adjusted gross margin (310bp YoY impact from higher discounting).
Driving sales to old product also cannibalises slow-moving product
in mid-season and end-of-season sales, increasing the discount
required to clear it, as well as diluting our fashion-centric
customer proposition. Pleasingly, despite this overhang, we sold
through 83% of our AW23 product in H1, a 17ppt improvement on the
prior year. We still have old Spring Summer stock to clear in H2
while seasonally relevant, but we feel we have laid strong
foundations for a significantly better product proposition in FY25,
which will come with substantially higher gross margins and
pre-Covid EBITDA margin (c.6%), as previously guided.
2. Reduce our cost to serve, remove waste and
improve our use of data
We are laser-focused on ensuring
the investments we make, both in terms of cost and time, help us
play to our strengths and further our strategic goals. Actions
taken over FY23 and the first half of FY24 have reduced our cost to
serve4 by 120bps to 41.5% of sales, which is a notable
achievement in the face of volume deleverage over our fixed cost
base and the incremental investment we decided to make into full
funnel marketing. The improvement is the result of hundreds of
initiatives, some of the more material of which are:
·
Consolidation of our delivery
network: A consolidation of parcel volumes to fewer delivery
partners across multiple regions has lowered our contracted rates
in the half, with the associated benefit continuing through H2. The
cessation of split orders from our two UK distribution centres in
H1 FY23, alongside removal of Covid levies and fuel surcharges, has
further reduced our distribution costs. Distribution costs as a
percentage of sales have fallen by 100bps on the year, from 12.5%
to 11.5%.
· Warehouse optimisation: We have delivered a reduction in both
variable and fixed warehouse costs. As of October, all UK and Rest
of World ('RoW') orders are fulfilled from an automated
distribution centre, reducing the variable cost to serve. Further
variable cost savings have been delivered through the optimisation
of shift patterns, which have more than offset headwinds from
continued wage inflation in the high single digits. Fixed costs
were also reduced by the sell-down of aged stock enabling the
gradual closure of off-site storage facilities in H1 FY23, as well
as the implementation of leaner management structures in our
fulfilment centres. In total, warehouse costs as a percentage of
sales reduced by 130bps YoY in H1, from 12.4% to 11.1%.
·
Head office: Other costs have also
fallen as a percentage of sales, the most significant element of
which relates to the cost of head office staff. Following the
headcount reduction in January 2023 we have continued to find
efficiencies in our structure, including in relation to vacancies.
As such, staff costs have declined by 12.5% YoY despite offsetting
headwinds from wage inflation running at mid-single
digits.
Looking ahead to H2, we expect
incremental savings from the mothballing of both the Lichfield
fulfilment centre and closure of the Selby returns facility, the
timing of which means the impact on H1 has been limited. The
decision to mothball the Lichfield site was taken on the basis that
the business will hold less stock under the new commercial model
and therefore the capacity provided by the facility was no longer
necessary to support ASOS' future growth. With the majority of
automation spend already committed, we completed the project in
March and site closure is scheduled for the end of May. Mothballing
the site is expected to result in cost savings of c.£20m p.a. from
FY25, with automation spend of c.£16m incurred post-impairment
treated as an adjusting item through our P&L rather than capex.
The site will be marketed for sale and is a versatile, fully
automated pick-and-pack distribution centre suitable for use in a
range of industries, and as such we hope to recover a portion of
our investment. In the absence of an offer, a non-cash impairment
charge of c.£114.7m has been taken against the asset on our balance
sheet.
It is worth reiterating that we
will never stop in our journey to optimise our operations,
instilling continuous improvement at the heart of our culture.
Beyond the projects outlined above, we have improved the data in
our logistics operations to better scrutinise our shipping
performance and therefore improve customer experience, we are
upgrading our Product Lifecycle Management ('PLM') systems and
processes which will significantly improve our speed, accuracy, and
efficiency, and we are improving our use of data to increase the
efficiency of our marketing activity, amongst many other
things.
3. Strengthen our relationship with
consumers
ASOS' relationship with consumers
is most critically about exciting them with the most relevant
product, brought to life in an inspirational way for fashion-loving
twenty-somethings. One of the biggest drivers of traffic,
conversion and customer retention is therefore our product.
The other critical component is creating the most
inspirational shopping experience for our customers. With our
initiatives to deliver better and more relevant product now
well-entrenched and scaling, over the second half of the year we
will focus on our customer-based initiatives. We will provide more
detail of this work and update on our progress at our full year
results in the Autumn.
Once we have product that is more relevant and a
proposition that genuinely inspires our customers, we will then
turn up our marketing to amplify our brand message. During our FY23
results, we announced a change of direction in our approach to
marketing, returning to our roots of cultural marketing, content
marketing and organic social media to provide inspiration and
ensure ASOS is top-of-mind for fashion for our core
customer.
In November we launched our UK
brand campaign 'ASOS Your Way'. Alongside the campaign itself, we
collaborated with top social talent to maximise reach across all
platforms and combined this with the first pulse of our
experiential guerilla marketing campaign 'ASOS IRL'. As we
explained in November, the impact of upper funnel marketing lags by
around twelve months, but in the short-term we used test and
control groups to isolate the uplift generated by the campaign
activities. Early results demonstrated a 10% uplift in new
customers and a 2% uplift in organic web visits immediately
following the activations. Meanwhile, our first ever pop-up store
in central London was visited by more than 6,000 customers across
the four days it was open. The campaign achieved a combined paid
and organic reach of over 30 million unique users, and in the weeks
following we saw a 17% YoY uplift in branded search5. We
are looking to build on this success with our March activation,
'ASOS Unreal Finds', which aims to reposition ASOS as a destination
for style discovery and source of fashion inspiration through
bespoke and personalised recommendations.
In support of this new approach,
we have launched an always-on multi-faceted social and influencer
programme providing us with the opportunity to showcase our brand
across platforms, building relevance for our core customer. Our
approach involves partnering with both micro and mega influencers,
increasing our organic product seeding globally to over 300
influencers per month, with scope to grow further in H2.
Concurrently, we have increased our on-site inspiration through the
scaling of our Buy the Look functionality. As a multi-brand player
and with our unique styling and studio capability, we can provide
customers with inspiration for 'looks' not just items, with
benefits for our basket economics. We have now created over 42,000
looks based on our re-imagined Buy the Look, available to customers
globally across Mobile Web, iOS, and Android platforms. Early
control tests have shown the average basket value of orders that
include a Buy the Look product is around 55% higher than average,
and baskets are larger as well as more valuable, with a basket
almost doubling in size when at least one Buy the Look product is
included.
Leadership Updates
Alongside our interim results, we
are also pleased to welcome
three new appointments to our Management Committee, as well as
Christine Cross, who has been appointed as an Independent
Non-Executive Director of the Company from 16 April 2024 and will
Chair the Remuneration Committee.
As announced by separate RNS this
morning, Dave Murray will join ASOS as CFO on 29 April 2024. He
joins with more than two decades' experience across a range of
finance roles in the retail and e-commerce industry, including at Sainsbury's,
Amazon, Farfetch, and most recently as CFO of MatchesFashion.
Interim CFO Sean Glithero will continue for a period to ensure a
smooth transition and leaves with our deepest thanks and well
wishes.
Dave will
be joined on the Management Committee by Rasila Vaghjiani, who will
join ASOS as EVP, People, in July; and Anthony Ben Sadoun, who
joined ASOS as EVP, Digital Product
in February. EVP, Digital Product is a newly
created role which reflects our commitment
to developing a customer experience.
Outlook & guidance
In H1 FY24 we delivered our
strongest H1 cash generation since H1 FY17 because of our stock
discipline and cost management. Our guidance for FY24 and FY25
remain unchanged and we are committed to accelerating towards
an 8% EBITDA margin in the mid-term, enabling ASOS to be sustainably cash
generative on an ongoing basis. As set out in our FY23 results
announcement:
· Our mid-term priorities are leveraging our strengths: to
offer the best & most relevant product; be a destination for
style; build a customer journey created around fashion and
excitement; and offer competitive convenience. These things will
drive our economic model, delivering stronger order economics and
better customer lifetime value.
· In FY25 we expect to deliver revenue growth and return EBITDA
margin to around pre-Covid levels (c.6%). In the medium-term we
have confidence in our ability to return to double-digit growth;
steadily improve gross margin back towards c.50%; maintain EBITDA
sustainably ahead of capex, interest, tax, and leases; reduce capex
to 3-4% of sales; and deliver inventory of c.100 days.
·
FY24 is about taking the
necessary action to get us to that path. Our priorities of
accelerating towards our new commercial model and strengthening our
relationship with consumers require investment in the near term
into marketing and the discounting of aged stock to exit the year
with a clean stock position, including using offsite clearance
channels where necessary.
·
As such, our expectations for
FY24 are unchanged:
-
Sales decline of 5 to 15%,
with P4 FY23 trends continuing through the first half of FY24 and a
return to growth in the final quarter of FY24.
-
Adjusted EBITDA positive.
-
Stock back to pre-Covid levels (c.£600m as
previously communicated).
-
Capex of c.£130m6.
-
Positive cash generation, reducing our net debt
position.
Our next update will take place
following the end of the FY24 reporting period.
José Antonio Ramos
Calamonte
Chief Executive
Officer
Notes
1 The alternative performance measures used by ASOS are
explained, defined and reconciled to statutory measures on pages
41-44.
2 Adjusted revenue includes retail
sales, wholesale and income from other services, excluding jobber
income.
3 Like-for-like ('LfL') sales are adjusted to remove the
benefit of one additional day of trading in H1 FY24 (4 September
2023 to 3 March 2024) vs. H1 FY23 (1 September 2022 to 28 February
2023). The impact of the additional day is less than 1%.
4 Cost to serve defined as operating expenses (excluding
depreciation and amortisation and excluding adjusting items) as a
percentage of adjusted revenue.
5 Data from campaign performance studies comparing test and
control groups in Nov/Dec 2023.
6 Excluding Lichfield automation capex of £20.4m capitalised
and subsequently impaired.
Financial Review
All revenue growth figures are stated at constant currency
('CCY') throughout this document unless otherwise
indicated.
|
26 weeks to 3 March
2024
|
£m
|
UK
|
EU
|
US
|
RoW1
|
Total
reported
|
Adjusting
items2
|
Total
adjusted
|
Retail
sales3
|
647.0
|
512.2
|
167.3
|
107.0
|
1,433.5
|
-
|
1,433.5
|
Income from other
services4
|
29.1
|
15.2
|
23.0
|
5.0
|
72.3
|
(8.3)
|
64.0
|
Total revenue
|
676.1
|
527.4
|
190.3
|
112.0
|
1,505.8
|
(8.3)
|
1,497.5
|
Cost of sales
|
|
|
|
|
(903.5)
|
10.2
|
(893.3)
|
Gross profit
|
|
|
|
|
602.3
|
1.9
|
604.2
|
Distribution expenses
|
|
|
|
|
(172.6)
|
-
|
(172.6)
|
Administrative expenses
|
|
|
|
|
(677.6)
|
146.8
|
(530.8)
|
Other income
|
|
|
|
|
1.1
|
-
|
1.1
|
Operating loss
|
|
|
|
|
(246.8)
|
148.7
|
(98.1)
|
Finance income
|
|
|
|
|
5.4
|
-
|
5.4
|
Finance expense
|
|
|
|
|
(28.6)
|
1.3
|
(27.3)
|
Loss before tax
|
|
|
|
|
(270.0)
|
150.0
|
(120.0)
|
During the 26 weeks to 3 March
2024 ('the period') ASOS realised an adjusted loss before tax of
£120.0m as sales were impacted by continued challenges in the
market backdrop, including higher cost-of-living pressures and the
impact of profit initiatives taken in FY23 under our Driving Change
agenda. The focus of these changes is improving stock-health and
clearing aged inventory to improve cash flow and provide an
efficient, sustainable operating model into future periods. While
hindering top-line growth, these initiatives are simultaneously
providing material, ongoing savings throughout our cost
base.
The reported loss before tax of
£270.0m for the period includes adjusting items totalling £150.0m;
including £139.3m relating to the mothballing of our Lichfield
fulfilment centre, announced in our FY23 results. £114.7m of this
is non-cash and represents the impairment of the tangible,
intangible and right-of-use assets associated with the facility.
The remaining amount associated with this programme, including
£16.5m non-capitalised spend, £6.9m exit provisions and £1.2m in
other costs is expected to be cash-settled in future
periods.
Outside of the Lichfield
programme, other adjusting items include £2.4m relating to property
reviews, £1.9m associated with the FY23 stock-write-off programme
and £1.0m relating to other initiatives. There was a further £5.4m
adjusting item for the amortisation of the Topshop brands as in
prior periods.
During the second half of the
previous financial year we aligned our internal and external
reporting periods to increase reporting efficiency. Previously
external reporting was based on calendar months with the half-year
results covering a period from 1 September 2022 to 28 February
2023. This year the reporting period is from 4 September 2023 to 3
March 2024 and is therefore one trading day shorter than the H1
FY23 results. The impact of this on group sales growth was c.0.6%
and the associated profit and cash flow impact is
immaterial.
Revenue
Total sales for the half declined
by 18%5 as we have continued to annualise the impact of
actions taken during FY23 to improve profitability. We continued to
reduce intake in the half (c.-30% YoY) to right-size our stock
position and newness was further limited by disruption to Red Sea
shipping routes.
Strategic trading decisions
facilitated improved profitability over the crucial Black Friday
period despite lower sales YoY. We also took the opportunity to
optimise discounting through the period to drive clearance of old
and aged stock. Concurrently, we have taken
further steps to increase profitability of our best performing
stock through a more targeted discount strategy, with increased use
of promo exclusions that help to protect fast-selling full price
stock. These have however had some impact on conversion, which fell
by 20 bps vs. H1 FY23.
Active customers declined c.14%
YoY, continuing trends seen in previous periods as we focus on
improving the profitability of our customers. Average basket value
('ABV') CCY increased by 1.6%, as an increase in average selling
price driven by product mix more than offset the markdown
investment used to clear aged inventory.
Performance by market
United Kingdom
UK
|
26 weeks to
3 March 2024
|
Total Sales
|
(16%)
|
Visits
|
(14%)
|
Orders
|
(19%)
|
Conversion
|
(30bps)
|
ABV
|
+3%
|
Active Customers
|
7.5m /
(13%)
|
Sales in the UK declined by 16%
YoY against a difficult consumer backdrop as a result of the
cost-of-living challenges which particularly impact the younger
ASOS customer demographic. A stronger delivery proposition,
supported by increased robustness in delivery networks post-peak
and the launch of 'ASOS Your Way' supported sales during November
and December. However, in the post-Christmas period, intake
challenges associated with the disruption to ocean freight through
the Red Sea, alongside a more strategic approach to promotions
targeting clearance of old stock while excluding strong performers
impacted conversion, which was down 30bps YoY.
Active customers were down 13%
YoY, broadly tracking sales trends based on the same factors. The
lower demand in the market also impacted visits throughout the
period which were down 14% YoY. ABV was up 3% YoY as mix impacts
more than offset discounting, while orders were down 19% YoY
indicating that profit actions are positively influencing customer
behaviour to underpin basket economics.
Europe
EU
|
26 weeks to
3 March 2024
|
Total Sales
|
(11%) / (11%)
CCY
|
Visits
|
(14%)
|
Orders
|
(14%)
|
Conversion
|
-
|
ABV
|
(2%) / 3%
CCY
|
Active Customers
|
9.5m /
(11%)
|
Total sales were down 11% YoY with
weak demand in a number of key markets in the period. Colder
weather provided some support in the first quarter, driving a mix
into higher average selling price ('ASP') Autumn-Winter products,
which helped improve the overall ABV despite higher levels of
promotional activity to clear older inventory.
Despite headwinds to top-line
growth created by actions under the Driving Change agenda, share in
core markets has proved resilient. France was particularly
challenging in the half, however a more aggressive promotional
stance in January, during Soldes, allowed us to grow share and
capitalise on demand through this key trading period. Meanwhile,
Germany has historically had a particularly high cost to serve with
some of the highest return rates in the world experienced across
the industry. As such, the profit initiatives introduced in this
market have been among the widest-ranging, including delays to the
launch of high returning categories such as formal dresses, reduced
prominence of certain product categories in customer communications
and on the ASOS homepage, and changes to delivery charging
infrastructure to align with best-in-class local competitors.
Despite weakness in the German market overall market share has held
up well, indicating that the changes introduced have not negatively
impacted our proposition relative to competitors.
United States
US
|
26 weeks to
3 March 2024
|
Total Sales
|
(29%) / (25%)
CCY
|
Visits
|
(16%)
|
Orders
|
(26%)
|
Conversion
|
(30bps)
|
ABV
|
(8%) / (2%)
CCY
|
Active Customers
|
2.6m /
(19%)
|
Total US sales fell by 25% YoY,
reflecting challenges in visits down 16% due to general market
weakness, strong competition bolstered by high levels of
promotional aggression, and our more restrained approach to paid
media spend with a focus on increasing return on investment.
Conversion also declined 30bps YoY as a result of the wide-ranging
actions taken throughout last year to improve the region's
profitability.
Rest of World
RoW
|
26 weeks to
3 March 2024
|
Total Sales
|
(35%) / (36%)
CCY
|
Visits
|
(16%)
|
Orders
|
(40%)
|
Conversion
|
(40bps)
|
ABV
|
10% / 8%
CCY
|
Active Customers
|
1.8m /
(26%)
|
Rest of World ('RoW') sales fell
by 36% YoY reflecting the annualisation of the widespread
profitability measures outside our core geographies which were
implemented towards the end of H1 FY23, including price increases
and changes to our delivery proposition. This can be seen in the
key trading metrics with reduced visits and conversion partially
offset by ABV up 8%, building on the double-digit ABV increase
already achieved last financial year.
Gross margin
Adjusted gross margin2
fell 260bps YoY to 40.3%. Increased discounting
as part of our planned activities to accelerate clearance of old
and aged stock as we transition to the 'New commercial model' was
responsible for 310bps of gross margin decline. On a reported basis
gross margin improved by 390bps, primarily due to the c.£130m stock
write-off programme in the prior year which was treated as an
adjusting item.
The lower freight rates contracted
in FY23 continued to provide a benefit to gross margin in the half,
although surcharges imposed to reflect re-routing of ocean freight
to avoid the Red Sea alongside highly selective use of air freight
for high priority shipments will reduce this benefit in the second
half of the year. These impacts will be offset by supply chain
efficiencies elsewhere in our P&L.
Operating expenses
£m
|
26 weeks to
3 March 2024
|
% of
sales13
|
Six
months to
28 February 2023
|
% of
sales13
|
Change
|
Distribution costs
|
(172.6)
|
(11.5%)
|
(229.8)
|
(12.5%)
|
(24.9%)
|
Warehousing
|
(166.1)
|
(11.1%)
|
(227.9)
|
(12.4%)
|
(27.1%)
|
Marketing
|
(100.8)
|
(6.7%)
|
(109.9)
|
(6.0%)
|
(8.2%)
|
Other operating costs
|
(182.1)
|
(12.2%)
|
(218.1)
|
(11.9%)
|
(16.5%)
|
Cost to serve
(excl. D&A and adj. items)
|
(621.6)
|
(41.5%)
|
(785.7)
|
(42.7%)
|
(20.9%)
|
Depreciation and
amortisation
|
(81.8)
|
(5.5%)
|
(74.0)
|
(4.0%)
|
10.5%
|
Total operating costs
(excl. adjusting items)
|
(703.4)
|
(47.0%)
|
(859.7)
|
(46.8%)
|
(18.2%)
|
Adjusting Items
|
(146.8)
|
(9.8%)
|
(78.5)
|
(4.2%)
|
87.0%
|
Total operating costs
|
(850.2)
|
(56.8%)
|
(938.2)
|
(51.0%)
|
(9.4%)
|
Despite volume declines, cost to
serve fell by 120bps to 41.5% of sales in the half as operating
expenses excluding depreciation, amortisation and adjusting items
decreased by 20.9% YoY, with supply chain
efficiencies (i.e. reduced warehouse and distribution costs)
providing a combined benefit of c.£119m. This improvement has
outpaced the reduction in revenue with a combined benefit of 2.3%
to AEBITDA.
Distribution costs at 11.5% of
sales decreased by 100bps YoY primarily as a result of the
optimisation of our UK fulfilment operations in FY23 to avoid split
orders. Lower YoY volumes provided a headwind in the half, reducing
the benefit from volume-based rebates and rates. However, through
working with our key delivery partners across each region we have
been able to continue to mitigate the impact of this as well as the
ongoing pressure on fuel rates and other inflationary cost
increases.
Warehouse costs as a percentage of
sales decreased by 130bps YoY to 11.1% despite the deleveraging of
fixed costs from reduced volumes. Initiatives from our Driving
Change agenda in FY23 have annualised into the first half,
including the network rationalisation activities and closure of
offsite storage and returns-processing facilities all providing YoY
benefits. The refined peak trading strategy drove lower, more
profitable volumes during this critical period which alongside the
easing of labour challenges following general declines in the
e-commerce sector post-Covid drove further benefits. Peak
incentives and pre-peak excess labour both significantly reduced
YoY.
Marketing costs decreased by 8.2%
YoY. However, as a result of volume deleverage on our fixed spend
and the introduction of the UK brand and upper-funnel marketing
activity announced at FY23, marketing as a percentage of revenue
increased 70bps YoY to 6.7%.
Other operating costs fell by
£36.0m or 16.5% YoY. However, as a % of revenue they increased by
30bps to 12.2% of revenue. The reduction in absolute spend
represents the continued benefits from right-sizing our fixed cost
base throughout FY23. Headcount was 9.2% lower at the end of the
period compared to H1 FY23, which was delivered through both the
Driving Change agenda activities in FY23 as well as continued
management focus on controlling vacancies, providing c.£13m benefit
to operational costs YTD. Technology spend also reduced, despite
inflationary pressures with benefits from the Driving Change agenda
annualising alongside continued focus on cost
efficiency.
Depreciation and amortisation
costs (excluding adjusting items) as a percentage of sales
increased by 150bps YoY. In addition to the deleveraging impact of
lower revenue; similarly to our FY23 results, the absolute
depreciation and amortisation charge increased, primarily as a
result of the growth in intangible assets including data services,
operations systems and improvements to web and payments
platforms.
Interest
A finance expense (excluding
adjusting items) of £27.3m was incurred compared to £20.5m in H1
FY23. This reflected rising interest rates (SONIA at c.5.2%
throughout the period, vs. an average of c.2.9% in the six months
to 28 February 2023) as well as a higher margin payable post the
May 2023 refinancing (see Net Debt, Refinancing and Liquidity
section below).
Finance income of £5.4m includes
interest earned on deposits at financial institutions. A higher
level of return in the period to 3 March 2024 compared to the £2.5m
in H1 FY23 reflects the higher average cash balance and rising
global interest rate environment.
Taxation
The reported effective tax rate is
9.9% based on the reported loss before tax of £270.0m. This is
lower than the H1 FY23 effective tax rate due to the impact of
derecognising £34.8m of deferred tax assets in the
period.
Earnings per share
Both basic and diluted loss per
share were 204.3p (H1 FY23: basic and diluted loss per share of
218.7p). The lower loss per share is a function of the increase in
shares in issue following the equity raise in May 2023, partially
offset by the increased loss for the period of £243.2m (H1 FY23:
£218.2m). The potentially convertible shares related to both the
convertible bond and ASOS' employee share schemes have been
excluded from the calculation of diluted loss per share as they are
anti-dilutive for the period ended 3 March 2024.
Free cash flow
£m
|
26 weeks to
3 March 2024
|
Six
months to
28 February 2023
|
AEBITDA
|
(16.3)
|
4.6
|
Share based payments &
non-cash items incl. in AEBITDA
|
3.2
|
7.9
|
Cash impact of adjusting
items
|
(7.7)
|
(23.0)
|
Income tax received
|
5.2
|
23.5
|
Decrease/(Increase) in inventory
(excl. stock-write-off)12
|
175.5
|
(27.6)
|
(Increase) in other working
capital13
|
(66.7)
|
(113.6)
|
Operating cash flow
|
93.2
|
(128.2)
|
Purchase of property, plant &
equipment and intangible assets
|
(86.1)
|
(115.0)
|
Payment of lease liabilities
(principal)
|
(12.5)
|
(12.1)
|
Interest received
|
5.4
|
2.5
|
Interest paid
|
(21.1)
|
(6.0)
|
Free cash flow (before financing)
|
(21.1)
|
(258.8)
|
Proceeds
from borrowings
|
-
|
250.0
|
Refinancing fees
|
-
|
(3.9)
|
Cash flow
|
(21.1)
|
(12.7)
|
There was a free cash
outflow14 (before items relating to financing) of £21.1m
for the half, an improvement of £237.7m YoY with the reduction in
inventory driving a £175.5m inflow (+£203.1m YoY) during the
period.
Cash was used to fund capital
investments of £86.1m, a reduction of £28.9m or 25.1% YoY with
spend lower across both intangible assets and property, plant and
equipment. This figure includes £20.4m of spend in the period
relating to the Lichfield fulfilment centre which has subsequently
been impaired; excluding this, the total capital investment would
total £65.7m for the period.
Net debt, refinancing and liquidity
£m
|
26 weeks to
3 March 2024
|
Six
months to
28 February 2023
|
Convertible bond (fair value of
debt component)
|
471.1
|
457.3
|
Term loan & RCF, including
accrued interest
|
187.7
|
258.0
|
Nordstrom loan
|
20.3
|
22.0
|
Put option liability
|
2.0
|
3.0
|
Borrowings
|
681.1
|
740.3
|
Cash & cash
equivalents
|
(332.3)
|
(308.6)
|
Net debt (excluding lease liabilities)
|
348.8
|
431.7
|
Excluding lease liabilities, net
debt at 3 March 2024 was £348.8m, an increase in the half of
£29.3m, with a free cash outflow of £21.1m being the primary
movement. The non-cash change in the fair value of the convertible
bond and unwind of capitalised fees accounting for the remaining
movement. Net debt was £82.9m lower YoY.
Cash and undrawn facilities
totalled £361.2m at 3 March 2024 (H1 FY23: £408.6m) and included
cash and cash equivalents of £332.3m (H1 FY23: £308.6m). The strong
progress on inventory in the period has reduced the available RCF
under the Bantry Bay facility to £28.9m which remains undrawn (H1
FY23: undrawn Old RCF of £100.0m).
Sean Glithero
Interim Chief Financial
Officer
Notes
1 Rest of World.
2 The adjusting items are explained in note 3 of the financial
statements.
3 Retail sales are internet sales recorded net of an
appropriate deduction for actual and expected returns, relevant
vouchers, discounts and sales taxes.
4 Income from other services comprises of delivery receipt
payments, marketing services, commission on partner-fulfilled sales
and revenue from wholesale sales.
5 Includes retail sales, wholesale and income from other
services, adjusted for the impact of foreign exchange translation,
non-underlying jobber income and the impact of one additional
trading day in H1 FY24.
6 Active customers defined as having shopped in the last 12
financial months.
7 Average basket value is defined as adjusted net retail sales
divided by shipped orders.
8 Average basket value CCY is calculated as adjusted constant
currency net retail sales divided by shipped orders.
9 Average order frequency is calculated as total shipped orders
in the last 12 financial months divided by active
customers.
10 Conversion is calculated as total shipped orders divided by
total visits.
11 As a percentage of adjusted revenue.
12 Stock-write-offs associated with our driving change agenda in
FY23, which accounted for a £127.5m reduction in inventory during
H1 FY23.
13Includes working capital movements associated with adjusting
items; a breakdown is included on page 44.
14 Free cash flow is net cash generated from operating
activities, less payments to acquire intangible and tangible
assets, payment of the principal portion of lease liabilities and
net finance expenses.
Investor and analyst meeting:
The group will be hosting an
in-person presentation for analysts at 9.30am at ASOS HQ, Greater
London House, NW1 7FB. A live webcast will also be available, and a
recording of the presentation will be uploaded to the ASOS investor
relations website afterwards.
To access live please
dial +44 208 080 6591
and use Meeting ID: 835 5126 0264
and passcode: 677000. A live stream of the event will be
available here.
A recording of this webcast will
be available on the ASOS Plc investor centre website after the
event: https://www.asosplc.com/investor-relations/
For further information:
Investors:
|
|
Holly Cassell, ASOS Head of
Investor Relations
|
Tel: 020 7756 1000
|
|
|
|
|
Media:
|
|
Jonathan Sibun / Will Palfreyman,
Teneo
|
Tel: 020 7353 4200
|
|
|
Background note
ASOS is a destination for
fashion-loving twenty-somethings around the world, with a purpose
to give its customers the confidence to be whoever they want to be.
Through its app and mobile/desktop web experience, available in
nine languages and in over 200 markets, ASOS customers can shop a
curated edit of nearly 50,000 products, sourced from nearly 900
global and local third-party brands alongside a mix of fashion-led
own-brand labels - including ASOS Design, ASOS Edition, ASOS 4505,
Collusion, Reclaimed Vintage, Topshop, Topman, and Miss Selfridge.
ASOS aims to give all its customers a truly frictionless
experience, with an ever-greater number of different payment
methods and hundreds of local deliveries and return options,
including Next-Day Delivery and Same-Day Delivery, dispatched from
state-of-the-art fulfilment centres in the UK, US, and
Germany.
Forward looking statements:
This announcement may include
statements that are, or may be deemed to be, "forward-looking
statements" (including words such as "believe", "expect",
"estimate", "intend", "anticipate" and words of similar meaning).
By their nature, forward-looking statements involve risk and
uncertainty since they relate to future events and circumstances,
and actual results may, and often do, differ materially from any
forward-looking statements. Any forward-looking statements in this
announcement reflect management's view with respect to future
events as at the date of this announcement. Save as required by
applicable law, ASOS plc undertakes no obligation to publicly
revise any forward-looking statements in this announcement, whether
following any change in its expectations or to reflect events or
circumstances after the date of this announcement.
CONSOLIDATED INCOME
STATEMENT
for the 26 weeks to 3 March
2024
All activities are continuing.
The notes on pages 19 to 36 form part of this
condensed consolidated financial information.
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
for the 26 weeks to 3 March
2024
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
Loss for the financial period
|
(243.2)
|
(218.2)
|
|
|
|
Items that will not be reclassified to consolidated income
statement
|
|
|
Net fair value losses on cash flow
hedges
|
(2.8)
|
(13.3)
|
Tax on items that will not be
reclassified
|
1.2
|
2.4
|
|
(1.6)
|
(10.9)
|
|
|
|
Items that may be subsequently reclassified to consolidated
income statement
|
|
|
Net fair value gains on cash flow
hedges
|
-
|
13.7
|
Fair value movements reclassified
from cash flow hedge reserve to consolidated income
statement
|
(6.8)
|
1.1
|
Tax on items that may be
reclassified
|
1.7
|
(0.2)
|
|
(5.1)
|
14.6
|
Other comprehensive (loss)/income for the
period
|
(6.7)
|
3.7
|
Total comprehensive loss for the period attributable to
owners of the parent company
|
(249.9)
|
(214.5)
|
The notes on pages 19 to 36 form part of this
condensed consolidated financial information.
CONSOLIDATED
BALANCE SHEET
at 3 March 2024
|
Note
|
3 March
2024
|
3
September 2023
|
28
February 2023
|
£m
|
£m
|
£m
|
Non-current assets
|
|
|
|
|
Goodwill and other intangible
assets
|
8
|
691.7
|
700.5
|
703.6
|
Property, plant and
equipment
|
9
|
289.0
|
362.6
|
367.4
|
Right-of-use assets
|
10
|
265.8
|
295.2
|
299.9
|
Investment properties
|
10
|
9.4
|
10.9
|
12.8
|
Derivative financial
assets
|
|
0.4
|
4.1
|
9.7
|
Deferred tax assets
|
6
|
50.9
|
17.8
|
15.2
|
|
|
1,307.2
|
1,391.1
|
1,408.6
|
Current assets
|
|
|
|
|
Inventories
|
|
592.5
|
768.0
|
978.4
|
Trade and other
receivables
|
|
81.8
|
81.4
|
63.4
|
Derivative financial
assets
|
|
12.9
|
22.4
|
25.2
|
Cash and cash
equivalents
|
16
|
332.3
|
353.3
|
308.6
|
Current tax assets
|
|
3.5
|
9.4
|
3.9
|
|
|
1,023.0
|
1,234.5
|
1,379.5
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
12
|
(633.0)
|
(680.4)
|
(837.3)
|
Borrowings
|
15
|
(2.3)
|
(1.5)
|
(9.3)
|
Lease liabilities
|
10
|
(34.8)
|
(25.3)
|
(29.8)
|
Derivative financial
liabilities
|
|
(3.3)
|
(6.0)
|
(11.2)
|
Provisions
|
13
|
(3.0)
|
(2.0)
|
(1.7)
|
|
|
(676.4)
|
(715.2)
|
(889.3)
|
Net current assets
|
|
346.6
|
519.3
|
490.2
|
|
|
|
|
|
Non-current liabilities
|
Borrowings
|
15
|
(678.8)
|
(671.3)
|
(731.0)
|
Lease liabilities
|
10
|
(268.3)
|
(303.7)
|
(316.1)
|
Derivative financial
liabilities
|
|
(0.5)
|
(0.5)
|
(3.8)
|
Provisions
|
13
|
(86.6)
|
(68.2)
|
(54.2)
|
|
|
(1,034.2)
|
(1,043.7)
|
(1,105.1)
|
Net assets
|
|
619.6
|
866.7
|
793.7
|
Equity attributable to owners of the parent
|
|
|
|
|
Called up share capital
|
|
4.2
|
4.2
|
3.5
|
Share premium
|
|
322.6
|
322.6
|
245.7
|
Other reserves
|
|
65.3
|
73.1
|
75.1
|
Retained earnings
|
|
227.5
|
466.8
|
469.4
|
Total equity
|
|
619.6
|
866.7
|
793.7
|
The notes on pages 19 to 36 form
part of this condensed consolidated financial information.
These unaudited condensed
consolidated interim financial statements for the 26 weeks to 3
March 2024 were approved by the Board on 16 April 2024.
CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY
for the 26 weeks to 3 March 2024
|
|
Called up share
capital
|
Share
premium
|
Other
reserves1
|
Retained
earnings2
|
Total
equity
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
As at 4 September 2023
|
|
4.2
|
322.6
|
73.1
|
466.8
|
866.7
|
Loss for the period
|
|
-
|
-
|
-
|
(243.2)
|
(243.2)
|
Other comprehensive loss for the
period
|
|
-
|
-
|
(6.7)
|
-
|
(6.7)
|
Total comprehensive loss for the
period
|
|
-
|
-
|
(6.7)
|
(243.2)
|
(249.9)
|
Cash flow hedges gains and losses
transferred to non-financial assets
|
|
-
|
-
|
(1.1)
|
-
|
(1.1)
|
Share-based payments
charge
|
|
-
|
-
|
-
|
4.0
|
4.0
|
Tax relating to share option
scheme
|
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
Balance as at 3 March 2024
|
|
4.2
|
322.6
|
65.3
|
227.5
|
619.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 September 2022
|
|
3.5
|
245.7
|
82.4
|
683.3
|
1,014.9
|
Loss for the year
|
|
-
|
-
|
-
|
(218.2)
|
(218.2)
|
Other comprehensive income for the
year
|
|
-
|
-
|
3.7
|
-
|
3.7
|
Total comprehensive income/(loss)
for the year
|
|
-
|
-
|
3.7
|
(218.2)
|
(214.5)
|
Cash flow hedges gains and losses
transferred to non-financial assets
|
|
-
|
-
|
(11.0)
|
-
|
(11.0)
|
Share-based payments
charge
|
|
-
|
-
|
-
|
4.0
|
4.0
|
Tax relating to share option
scheme
|
|
-
|
-
|
-
|
0.3
|
0.3
|
Balance as at 28 February
2023
|
|
3.5
|
245.7
|
75.1
|
469.4
|
793.7
|
1 Other
reserves includes the cash flow hedge reserve, currency translation
reserve and convertible bond reserve.
2 Retained earnings includes the share-based payments reserve,
and employee benefit trust reserve.
The notes on pages 19 to 36 form part of this
condensed consolidated financial information.
CONSOLIDATED CASH
FLOW STATEMENT
for the 26 weeks to 3 March 2024
|
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
Operating loss
|
|
(246.8)
|
(272.5)
|
Adjusted for:
|
|
|
|
Depreciation of property, plant
and equipment, right-of-use assets and investment
property
|
|
28.9
|
34.5
|
Amortisation of other intangible
assets
|
|
58.3
|
48.8
|
Impairment charges on
non-financial assets
|
|
115.8
|
28.9
|
Share-based payments
charge
|
|
3.2
|
3.3
|
Other non-cash
items
|
|
-
|
4.6
|
Decrease in inventories
|
|
175.5
|
99.9
|
(Increase)/decrease in trade and
other receivables
|
|
(0.4)
|
28.8
|
Decrease in trade and other
payables
|
|
(52.8)
|
(142.0)
|
Increase in provisions
|
|
6.3
|
14.0
|
Cash generated from/(used in) operating
activities
|
|
88.0
|
(151.7)
|
Net income tax received
|
|
5.2
|
23.5
|
Net cash generated from/(used in) operating
activities
|
|
93.2
|
(128.2)
|
|
|
|
|
Investing activities
|
|
|
|
Purchase of other intangible
assets
|
|
(53.4)
|
(68.8)
|
Purchase of property, plant and
equipment
|
|
(32.7)
|
(46.2)
|
Interest received
|
|
5.4
|
2.5
|
Net cash used in investing activities
|
|
(80.7)
|
(112.5)
|
|
|
|
|
Financing activities
|
|
|
|
Drawdown of revolving credit
facility
|
|
-
|
250.0
|
Refinancing amendment fees
paid
|
|
-
|
(3.9)
|
Repayment of principal portion of
lease liabilities
|
|
(12.5)
|
(12.1)
|
Interest paid
|
|
(21.1)
|
(6.0)
|
Net cash (used in)/generated from financing
activities
|
|
(33.6)
|
228.0
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
(21.1)
|
(12.7)
|
|
|
|
|
Opening cash and cash
equivalents
|
|
353.3
|
323.0
|
Effect of exchange rates on cash
and cash equivalents
|
|
0.1
|
(1.7)
|
Closing cash and cash equivalents
|
|
332.3
|
308.6
|
The notes on pages 19 to 36 form part of this
condensed consolidated financial information.
1. General information
ASOS Plc ('the Company') and its subsidiaries
(together, 'the Group') is a global fashion retailer. The Group
sells products across the world and has websites targeting
countries that include the UK, US, Australia, France, Germany,
Spain, Italy, Sweden, the Netherlands, Denmark and Poland. The
Company is a public limited company whose shares are publicly
traded on the London Stock Exchange. The Company is incorporated
and domiciled in the UK and the address of its registered office is
Greater London House, Hampstead Road, London NW1 7FB.
The financial period represents the 26 weeks to 3
March 2024 (comparative financial period six months to 28 February
2023; prior financial period 1 September 2022 to 3 September 2023).
The financial information comprises the results of the Company and
its subsidiaries.
2. Basis of preparation
The interim financial statements for the 26 weeks to
3 March 2024 have been prepared in accordance with the UK-adopted
IAS 34, "Interim Financial Reporting" and the Disclosure Guidance
and Transparency Rules of the United Kingdom's Financial Conduct
Authority. The interim financial statements should be read in
conjunction with the Group's Annual Report and Accounts for the
financial period from 1 September 2022 to 3 September 2023, which
was prepared in accordance with UK adopted international accounting
standards in conformity with the requirements of the Companies Act
2006.
The interim financial statements are unaudited, but have been reviewed by the auditors.
The financial information presented herein does not constitute
statutory accounts within the meaning of section 434 of the
Companies Act 2006. The Annual Report and Accounts for the period
from 1 September 2022 to 3 September 2023 have been filed with the
Registrar of Companies. The auditors' report on those accounts was
unqualified, did not include a reference to any matters to which
the auditors drew attention by way of emphasis without qualifying
the report and did not contain statements under section 498 of the
Companies Act 2006.
The financial information contained in the Interim
Results is presented in sterling, rounded to the nearest million
(£m) unless otherwise stated.
2.1. Changes in
presentation
Consistent with the presentation in the Annual
Report and Accounts, the cash flow hedge reserve, convertible bond
reserve and translation reserve have been grouped and presented as
Other Reserves in the consolidated balance sheet, and within the
consolidated statement of changes in equity. The amounts were
separately presented in the prior year interim financial
statements.
2.2. Going
concern
The Directors are satisfied that the Group has
sufficient resources to continue in operation for a period of at
least 12 months from the date of approval of the financial
statements, and therefore continue to adopt the going concern basis
in preparing the financial statements. To support this assessment,
detailed cash flow forecasts were prepared for the 18-month period
to August 2025.
The Directors have considered the Group's
forecasting process which reflects the Group's financial
performance, position and cash flows over the going concern period
(the base case). These cash flow forecasts represent the Directors'
best estimate of future performance based on expected consumer
demand, market forces and internal business initiatives.
2. Basis of preparation
continued
The review included the continued availability of
existing borrowings, principally related to the Bantry Bay debt
facility and issued convertible bonds, details of which can be
found in note 15. At 3 March 2024, the Group was fully drawn on the
£200m term loan with Bantry Bay, and had an available undrawn
Revolving Credit Facility ("RCF") of £28.9m, with a maturity of
April 2026, along with £500m convertible bonds with a maturity of
April 2026. The only covenant the Group is subject to under the
debt facilities is a minimum liquidity covenant of £90m, defined as
available cash, cash equivalents and amounts undrawn under the
RCF.
Key assumptions -
forecasting business cash flows
The assessment of the Group's going concern position
required significant management judgement, particularly with regard
to the key input assumptions to the financial forecast, and the
range of reasonably possible outcomes of those assumptions. The
economic environment has remained challenging throughout H1 FY24
with cost of living pressures continuing to impact consumer
spending on discretionary items, and the outlook remains uncertain.
For the purposes of the Group's going concern assessment, the
Directors have therefore made assumptions on the likely future cash
flows in the uncertain macro environment. The assumptions
considered include the continued transition to the Group's new
operating model delivering improved stock sell-through at full
price, as well as a marginal improvement in the macro trading
environment, with the online fashion market assumed to return to
growth on an aggregated basis across the Group's key territories.
The base case assumes the market backdrop within the initial going
concern period is improved but remains challenging, resulting in
assumed year-on-year Group reported sales declines in H2 FY24 of
between 0% and (10)%, returning to year-on-year mid-single digit
sales growth in the latter part of the assessment period. The base
case also assumes improved adjusted gross margin performance in H2
FY24 vs the first half, resulting in a modest year-on-year increase
vs H2 FY23, with up to c.300bps year-on-year growth in FY25.
Aligned to the Group's principal risks, the
Directors have also considered various severe but plausible
downside scenarios against the base case, comprising of the
following assumptions:
• Sales growth
reduction;
• Gross margin
reduction;
• Potential working capital
cash impacts.
The downside scenarios are plotted
by half, with more severe downside sensitivities being applied to
areas with greater levels of assumption-based improvements.
Sensitivities mapped against the base case within the downside case
are highlighted below:
Downside vs base case
|
H2 FY24
|
H1 FY25
|
H2 FY25
|
Sales
|
(13%)
|
(20%)
|
(22%)
|
Margin
|
(260bps)
|
(290bps)
|
(190bps)
|
Working capital impact (average)
|
£(113m)
|
£(115m)
|
£(113m)
|
Should the Group see such significant events
materialise it has several mitigating actions that can be
implemented to manage liquidity risk, such as deferring capital
investment spend, reducing stock levels through flexible intake,
and implementing further cost management to maintain a sufficient
level of liquidity headroom during the going concern period. The
combined impact of the above downside scenarios and mitigations
does not trigger a minimum liquidity breach at any point in the
going concern period, and offers suitable headroom above the
minimum liquidity threshold.
Reverse stress tests have also been performed on
both the Group's revenue and gross margin. The tests under
consideration hold all metrics in line with the downside case
highlighted above, analysing how far the stress metric would need
to decline against the base case to cause a liquidity breach. Such
scenarios would have to see an aggregate c.35% decline in sales
over the base case, or a decline in gross margin from the base case
of c.500bps across the entire assessment period. Both are
considered remote based on results of previous significant economic
events and recent trading performance.
2. Basis of preparation
continued
Based on the above, the Directors have concluded
that, on the basis of there being liquidity headroom under both the
base case and downside scenarios, and the consideration that the
reverse stress test scenario is remote, it is appropriate to adopt
the going concern basis of accounting in the preparation of the
Group's interim financial statements, with no material uncertainty
to disclose.
2.3. Accounting policies
The Group has considered the following amendments to
published standards that are effective for the Group for the
financial period beginning 4 September 2023 and concluded that they
are either not relevant to the Group or that they do not have a
significant impact on the Group's financial statements other than
disclosures.
· IFRS 17 Insurance
Contracts
· 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
The interim financial statements have been prepared
in accordance with the accounting policies set out in the Annual
Report and Accounts for the financial period from 1 September 2022
to 3 September 2023.
2.4. Significant accounting judgements and key
sources of estimation uncertainty
The preparation of the interim financial statements
requires the use of judgements, estimates and assumptions in
applying the Group's accounting policies to determine the reported
amounts of assets, liabilities, income and expenses. Estimates and
judgements are continually reviewed and are based on historical
experience and other factors, including expectations of future
events that are believed to be reasonable under the current
circumstances. Actual results may differ from these estimates. Any
revisions to accounting estimates are applied prospectively.
In preparing these condensed consolidated interim
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those applied to the
consolidated financial statements for the financial period 1
September 2022 to 3 September 2023, with the exception of the
recognition of deferred tax assets which has been added as a key
source of estimation uncertainty this period. Refer to note 6 for
further information.
2.5. Alternative performance measures (APMs)
In the reporting of financial information, the
Directors use various APMs. These APMs are defined and reconciled
on pages 41-44, and should be considered in addition to, and are
not intended to be a substitute for, IFRS measurements. As they are
not defined by International Financial Reporting Standards, they
may not be directly comparable with other companies' APMs.
3. Adjusted earnings before tax
In order to provide shareholders with additional
insight into the year-on-year performance of the business, an
adjusted measure of profit is provided to supplement the reported
IFRS numbers, and reflects how the business measures performance
internally. Adjusted items are those which are significant either
by virtue of their size and/or nature, the inclusion of which could
distort comparability between periods. The assessment is made both
on an individual basis and, if of a similar type, in aggregate.
The assessment of whether to adjust certain items
requires judgement, and covers the nature of the item, the cause of
its occurrence and the scale of impact of that item on reported
performance and individual financial statement line items, as well
as consistency with prior periods. The same assessment is applied
consistently to any reversals of prior adjusting items. Adjusted
profit before tax (and similarly adjusted EBIT) is not an IFRS
measure and therefore not directly comparable to other
companies.
The consolidated income statement is presented in a
columnar format to enable users of the financial statements to see
the Group's performance before adjusting items, the adjusting
items, and the statutory total on a line-by-line basis. An analysis
of the adjusting items included in the consolidated income
statement, together with the impact of these items on the
consolidated cash flow statement, is disclosed below.
3. Adjusted earnings before tax continued
Income
statement
26 weeks to 3 March 2024
|
|
|
|
|
|
|
|
|
Revenue
|
Cost of
sales
|
Administrative
expenses
|
Finance
expenses
|
Total before
tax
|
Tax
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Commercial operating model
change
|
8.3
|
(10.2)
|
-
|
-
|
(1.9)
|
0.5
|
(1.4)
|
Property-related costs
|
-
|
-
|
(140.4)
|
(1.3)
|
(141.7)
|
35.5
|
(106.2)
|
Other strategic
initiatives
|
-
|
-
|
(1.0)
|
-
|
(1.0)
|
0.2
|
(0.8)
|
Amortisation of acquisition
intangibles
|
-
|
-
|
(5.4)
|
-
|
(5.4)
|
1.3
|
(4.1)
|
Derecognition of deferred tax
assets
|
-
|
-
|
-
|
-
|
-
|
(9.0)
|
(9.0)
|
|
8.3
|
(10.2)
|
(146.8)
|
(1.3)
|
(150.0)
|
28.5
|
(121.5)
|
|
|
|
|
|
|
|
|
Six months to 28 February
2023
|
|
|
|
|
|
|
|
|
Revenue
£m
|
Cost of
sales
£m
|
Administrative expenses
£m
|
Finance
expenses
£m
|
Total
before tax
£m
|
Tax
£m
|
Total
£m
|
Driving change agenda
|
|
|
|
|
|
|
|
Commercial operating model
change
|
2.1
|
(121.8)
|
(8.5)
|
-
|
(128.2)
|
32.3
|
(95.9)
|
Property-related costs
|
-
|
-
|
(49.4)
|
-
|
(49.4)
|
12.4
|
(37.0)
|
Other strategic
initiatives
|
-
|
-
|
(10.6)
|
(0.4)
|
(11.0)
|
2.7
|
(8.3)
|
Non-underlying sales
tax
|
-
|
(4.9)
|
(4.9)
|
-
|
(9.8)
|
1.8
|
(8.0)
|
Amortisation of acquisition
intangibles
|
-
|
-
|
(5.1)
|
-
|
(5.1)
|
1.3
|
(3.8)
|
|
2.1
|
(126.7)
|
(78.5)
|
(0.4)
|
(203.5)
|
50.5
|
(153.0)
|
Cash
flow statement
The total cash flow impact of adjusting items is as
follows:
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
Commercial operating model
change
|
(0.9)
|
(0.9)
|
Other strategic
initiatives
|
(6.8)
|
(22.1)
|
Total adjusting items within operating cash
flow
|
(7.7)
|
(23.0)
|
Of the net cash outflow in the current year, £10.4m
relates to net expenditure incurred in the prior year.
Commercial operating model
change
During the prior year, the Board approved the
introduction of a new commercial operating model. The new model
involves a more disciplined approach to intake, increased speed to
market and clearing product more quickly to reduce the Group's
inventory requirement, increase full price sales and hence gross
margin, and improve customer engagement. To unlock these benefits,
the Group has had to clear old stock acquired under its previous
ways of working. As such and in addition to clearance via its own
platform, ASOS has been utilising offsite clearance routes to
support its transition to the new model, and as a result additional
costs were recognised in the prior financial year totalling £133.2m
(28 February 2023: £128.2m). This comprised losses on stock cleared
during the period, net of income received, as well as provisions
for stock that would be sold through alternative clearance channels
(i.e. not via the ASOS website).
The Group has continued to sell through this
inventory during the half-year, with additional costs of £1.9m
predominantly relating to changes in expected income rates.
3. Adjusted earnings before tax continued
Property-related
costs
In October 2023, the Board approved the commencement
of a process to either sell or mothball the Lichfield fulfillment
centre, following completion of the automation project during the
current financial year. The site is not yet being actively
marketed, however during the period the Group commenced activities
to vacate and mothball the site. As a result, costs of £139.3m have
been incurred, which are analysed further below. Comparative
amounts relate to similar costs recognised in the prior period, for
other properties which were agreed would be vacated last
year.
|
£m
|
£m
|
Lichfield
|
|
|
Impairment of property, plant and
equipment (a)
|
(97.7)
|
(5.7)
|
Impairment of intangible assets
(a)
|
(1.8)
|
(1.7)
|
Impairment of right of use assets
(a)
|
(15.2)
|
(21.5)
|
Non-capitalised spend
(b)
|
(16.5)
|
-
|
Onerous occupancy costs
(c)
|
(6.9)
|
(17.0)
|
Accelerated depreciation
(d)
|
-
|
(3.5)
|
Other
|
(1.2)
|
-
|
|
(139.3)
|
(49.4)
|
|
|
|
Other
|
|
|
Impairment of investment
property
|
(1.1)
|
-
|
Other
|
(1.3)
|
-
|
Total property initiatives
|
(141.7)
|
(49.4)
|
a) Impairment of assets following activity to
vacate the site. The recoverable amount for Lichfield was based on
its value-in-use, and determined to be £nil on the basis that the
site would be mothballed.
b) Following activity to commence
vacating Lichfield at the end of January 2024, the Group considered
whether subsequent committed spend to complete the automation could
be capitalised and concluded not, on the basis that it was no
longer probable that the spend would result in future economic
benefits. The spend has therefore been recognised in the income
statement during the period, outside of adjusted profit. Prior to
this date, the spend incurred was considered capital.
c) Onerous contract costs that the Group is
contractually committed to due to being party to the lease. Upon
initial recognition of such provisions, management uses its best
estimates of the relevant costs to be incurred as well as expected
closure dates. This excludes business rates on leased property
which are recognised in the period they are incurred.
d) Where sites are to be vacated in a later
period, the remaining useful economic lives of corresponding sites
are reassessed to align with closure dates, resulting in an
acceleration in depreciation of these assets. The accelerated
depreciation (over and above the charge absent the closure
decision) is recognised within adjusting items.
Costs incurred in FY23 in relation to property
initiatives totalled £60.7m, bringing total costs to date on
property initiatives to £202.4m.
Other strategic initiatives
Other strategic initiatives relate to external
consultancy costs incurred during the period as the Group continues
to enact its Driving Change strategy that was announced during the
FY22 results.
Amortisation of acquired intangible assets
The amortisation of acquired intangible assets is
adjusted for as the acquisition that the amortisation relates to
was outside business-as-usual operations for ASOS. These assets
would not normally be recognised outside of a business combination,
therefore the associated amortisation is adjusted.
Derecognition of deferred tax assets
Deferred tax assets of £34.8m were derecognised in
the period, of which £9.0m was recognised outside adjusted profit.
Further information is included in note 6.
4. Segmental analysis
IFRS 8 'Operating Segments' requires operating
segments to be identified on the basis of internal reporting on
components of the Group that are regularly reviewed by the chief
operating decision-maker to allocate resources to the segments and
to assess their performance.
The Chief Operating Decision Maker has been
determined to be the Management Committee. It is the Management
Committee that reviews the Group's internal reporting in order to
assess performance and allocate resources across the business. In
doing so, the Management Committee reviews performance across the
Group via a number of sources, comprising regular monthly
management accounts, and ad hoc analysis that provides deep dives
into different areas, including territory, brands and revenue
streams.
In determining the Group's operating segments,
management has considered the level of information which is
regularly reviewed by the Management Committee. Information
regularly reviewed by the Management Committee is at a consolidated
Group level only, with some disaggregated revenue information and
associated metrics provided for the geographical territories of the
UK, the US, Europe and the Rest of the World. However, decisions on
resource allocation are not made based on this information. Such
decisions are made on ad hoc analysis, separately provided to the
Management Committee, and does not constitute information that is
either regularly provided to, nor reviewed by, the Management
Committee. As a result, it has been concluded that the Group has
only one operating segment (the Group level).
The following sets out the Group's revenue in the
key geographic markets in which customers are located:
|
26 weeks to 3 March
2024
|
|
UK
|
EU
|
US
|
Rest of
world
|
Total
|
£m
|
£m
|
£m
|
£m
|
£m
|
Retail sales
|
647.0
|
512.2
|
167.3
|
107.0
|
1,433.5
|
Income from other
services
|
29.1
|
15.2
|
23.0
|
5.0
|
72.3
|
Total revenue
|
676.1
|
527.4
|
190.3
|
112.0
|
1,505.8
|
Cost of sales
|
|
|
|
|
(903.5)
|
Gross profit
|
|
|
|
|
602.3
|
Distribution expenses
|
|
|
|
|
(172.6)
|
Administrative expenses
|
|
|
|
|
(677.6)
|
Other income
|
|
|
|
|
1.1
|
Operating loss
|
|
|
|
|
(246.8)
|
Finance income
|
|
|
|
|
5.4
|
Finance expense
|
|
|
|
|
(28.6)
|
Loss before tax
|
|
|
|
|
(270.0)
|
Non-current
assets1
|
858.8
|
182.4
|
179.5
|
-
|
1,220.7
|
|
|
|
|
|
|
|
Six
months to 28 February 2023
|
|
UK
|
EU
|
US
|
Rest of
world
|
Total
|
£m
|
£m
|
£m
|
£m
|
£m
|
Retail sales
|
775.1
|
572.7
|
244.3
|
172.7
|
1,764.8
|
Income from other
services
|
28.6
|
13.9
|
24.9
|
8.4
|
75.8
|
Total revenue
|
803.7
|
586.6
|
269.2
|
181.1
|
1,840.6
|
Cost of sales
|
|
|
|
|
(1,175.9)
|
Gross profit
|
|
|
|
|
664.7
|
Distribution expenses
|
|
|
|
|
(229.8)
|
Administrative expenses
|
|
|
|
|
(708.4)
|
Other Income
|
|
|
|
|
1.0
|
Operating loss
|
|
|
|
|
(272.5)
|
Finance income
|
|
|
|
|
2.5
|
Finance expense
|
|
|
|
|
(20.9)
|
Loss before tax
|
|
|
|
|
(290.9)
|
|
|
|
|
|
|
Non-current assets (as at 28
February 2023)1
|
1,013.7
|
183.4
|
151.4
|
-
|
1,348.5
|
Non-current assets (as at 3
September 2023)1
|
994.1
|
177.9
|
162.0
|
-
|
1,334.0
|
1 Excluding goodwill, derivative
financial assets and deferred tax assets.
5. Finance income and expenses
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
|
|
|
|
Finance income
|
|
|
|
Interest on deposits
|
|
5.4
|
2.5
|
|
|
|
|
Finance expenses
|
|
|
|
Interest on borrowings
|
|
(29.5)
|
(19.1)
|
IFRS 16 lease interest
|
|
(2.5)
|
(2.9)
|
Provisions - unwind of
discount
|
|
(1.4)
|
(0.6)
|
Interest capitalised
|
|
4.8
|
1.7
|
Total finance expense
|
|
(28.6)
|
(20.9)
|
|
|
|
|
Net finance expense
|
|
(23.2)
|
(18.4)
|
6. Taxation
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
£m
|
£m
|
Current year overseas
tax
|
0.1
|
0.6
|
Adjustment in respect of prior
year corporation tax
|
2.6
|
(2.9)
|
Total current tax expense/(credit)
|
2.7
|
(2.3)
|
|
|
|
Origination and reversal of
temporary differences
|
(65.3)
|
(71.1)
|
Derecognition of deferred tax
assets
|
34.8
|
-
|
Adjustment in respect of prior
years
|
1.0
|
0.7
|
Total deferred tax credit
|
(29.5)
|
(70.4)
|
Total income tax credit in income statement
|
(26.8)
|
(72.7)
|
|
|
|
Analysed as:
|
|
|
Tax on adjusted profit
|
1.7
|
(22.2)
|
Tax on items excluded from
adjusted profit
|
(28.5)
|
(50.5)
|
Total income tax credit in income statement
|
(26.8)
|
(72.7)
|
Effective tax rate
|
9.9%
|
25.0%
|
Income tax is recognised on management's estimate of
the weighted average effective annual income tax rates for
corporate and deferred taxes expected for the full financial year,
including stock provision adjustments but excluding all other
adjusting items (refer to note 3 for
adjusting items), prior year adjustments, share based payments and
derivatives, which are recognised on an actuals basis. The
estimated average annual tax rate used for the 26 weeks to 3 March
2024 is 24.1% compared to 20.8% for the six months to 28 February
2023.
The reported effective tax rate is 9.9% based on the
reported loss before tax of £270.0m.
Significant source
of estimation uncertainty - Recognition of deferred tax
assets
In accordance with IAS 12 'Income Taxes', the
company recognises deferred tax assets to the extent that it is
probable that future taxable profit will be available, against
which the deductible temporary differences and the carry-forward of
unused tax losses can be utilised. In line therefore with the
judgements and estimates disclosed with going concern (refer note
2) and impairment (refer note 11), the recognition of deferred tax
assets requires the Group to make significant estimates about the
future profitability of its operations.
In determining the amount of
deferred tax assets recognised, management makes estimates of
future taxable profits and the period over which deferred tax
assets will be recoverable. In making these estimates, management
considers the current and projected financial performance of the
Group, including profit margins, revenue growth, and cost
management strategies, which are derived from management forecasts
and consistent with those used as part of the Group's going concern
and impairment assessments. Risk adjustments are then applied, with
a greater adjustment applied to periods
where there is less evidence of profits, in particular, those
further in the future. The Group also
considers the timing and amount of deductible temporary
differences.
As at 3 March 2024, the Group has recognised net
deferred tax assets amounting to £50.9m. A further £34.8m of
deferred tax assets in relation to losses have not been
recognised.
The Group believes that it is probable that future
taxable profits will be sufficient to utilise the recognised
deferred tax assets, however actual outcomes could differ from
these estimates due to changes in the factors mentioned above. A
movement of +/-10% in the forecast taxable profits would
increase/decrease the amount of deferred tax asset recognised by
£16m, which is considered a reasonably possible change.
The deferred tax assets derecognised relate to
losses on a mix of adjusted and non-adjusted items. Therefore the
derecognition has been apportioned between adjusted and unadjusted
profit in proportion to the total tax losses arising within each
category, with £9.0m recognised outside adjusted profit, and £25.8m
within adjusted profit.
7. (Loss)/Earnings per Share
Basic earnings per share is calculated by dividing
the profit attributable to the owners of the parent company ASOS
Plc by the weighted average number of ordinary shares in issue
during the period. Own shares held by the Employee Benefit Trust
and Link Trust are excluded from the weighted average number of
ordinary shares.
Diluted earnings per share is calculated by dividing
the profit attributable to the owners of the parent company by the
weighted average number of ordinary shares in issue during the
period, excluding own shares held, adjusted for the effects of
potentially dilutive ordinary shares. The dilutive impact is
calculated as the weighted average of all potentially dilutive
ordinary shares. These represent share options granted by the
Group, including performance-based options, where the scheme to
date performance is deemed to have been earned. It also includes
the number of shares that would be issued if all convertible bonds
are assumed to be converted unless the convertible instrument is
out-of-the-money and not expected to convert. All operations are
continuing for the periods presented.
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
Weighted average share capital
|
|
|
Weighted average shares in issue
for basic earnings per share (no. of shares)
|
119,034,795
|
99,775,925
|
Weighted average effect of
dilutive options (no. of shares)1
|
-
|
-
|
Weighted average effect of
convertible bond (no. of shares)2
|
-
|
-
|
Weighted average shares in issue
for diluted earnings per share (no. of shares)
|
119,034,795
|
99,775,925
|
|
|
|
|
|
|
Loss after tax for the financial period
(£m)
|
|
|
Loss attributable to owners of the
parent company for basic earnings per share
|
(243.2)
|
(218.2)
|
Interest expense on convertible
bonds2
|
-
|
-
|
Diluted loss attributable to
owners of the parent company for diluted loss per share
|
(243.2)
|
(218.2)
|
|
|
|
Basic loss per share (pence per share)
|
(204.3)
|
(218.7)
|
Diluted loss per share (pence per share)
|
(204.3)
|
(218.7)
|
1Dilutive shares and interest not included where their effect
is anti-dilutive.
2The impact of convertible bonds has been excluded as it is
not assumed they will be exercised
8. Goodwill and other intangible
assets
|
26 weeks to 3 March
2024
|
Period
to 3 September 2023
|
Six
months to 28 February 2023
|
£m
|
£m
|
£m
|
Net book value
|
|
|
|
At the beginning of the
period
|
700.5
|
683.9
|
683.9
|
Additions
|
51.3
|
126.5
|
70.2
|
Amortisation charge
|
(58.3)
|
(104.7)
|
(48.8)
|
Impairment charge
|
(1.8)
|
(5.2)
|
(1.7)
|
At the end of the period
|
691.7
|
700.5
|
703.6
|
The net book value comprises:
|
3 March
2024
|
3
September 2023
|
28
February 2023
|
£m
|
£m
|
£m
|
Net book value
|
|
|
|
Goodwill
|
35.2
|
35.2
|
35.2
|
Software
|
428.6
|
432.0
|
443.6
|
Customer relationships
|
15.1
|
16.6
|
18.2
|
Brands and domain names
|
195.9
|
199.8
|
203.8
|
Assets under
construction
|
16.9
|
16.9
|
2.8
|
At the end of the period
|
691.7
|
700.5
|
703.6
|
Details of the impairment charges are included in
note 3 and relate to the Group's fulfilment
centre in Lichfield.
Goodwill at ASOS predominantly relates to that
recognised as part of the acquisition of Topshop, and is monitored
on an entity wide basis at the reporting segment level as a
singular CGU, the ASOS Group CGU.
Goodwill is not amortised but is reviewed for
impairment at least annually (or more frequently where there is an
indication that the asset may be impaired) by assessing the
recoverable amount of each cash-generating unit (CGU), or group of
cash generating units, to which the goodwill relates. Refer to note
11 for further information on impairment testing for the
half-year.
9. Property, plant and equipment
|
26 weeks to 3 March
2024
|
Period
to 3 September 2023
|
Six
months to 28 February 2023
|
£m
|
£m
|
£m
|
Net book value
|
|
|
|
At the beginning of the
period
|
362.6
|
351.7
|
351.7
|
Additions
|
40.0
|
47.9
|
36.8
|
Depreciation charge
|
(15.9)
|
(31.4)
|
(15.4)
|
Impairment charge
|
(97.7)
|
(5.6)
|
(5.7)
|
At the end of the period
|
289.0
|
362.6
|
367.4
|
Details of the impairment charges are included in
note 3 and relate to the Group's fulfilment
centre in Lichfield.
The net book value of property, plant and equipment
comprises:
|
3 March
2024
|
3
September 2023
|
28
February 2023
|
£m
|
£m
|
£m
|
Net book value
|
|
|
|
Property, plant and
equipment
|
204.7
|
245.3
|
259.2
|
Computer equipment
|
6.6
|
10.9
|
13.2
|
Assets under
construction
|
77.7
|
106.4
|
95.0
|
At the end of the period
|
289.0
|
362.6
|
367.4
|
At 3 March 2024, capital commitments contracted, but
not provided for by the Group, amounted to £83.7m (28 February
2023: £156.8m; 3 September 2023: £147.5m).
10. Leases
Right-of-use assets
See below for the carrying amounts of right-of-use
assets and the movements during the period:
|
26 weeks to 3 March
2024
|
Period
to 3 September 2023
|
Six
months to 28 February 2023
|
£m
|
£m
|
£m
|
At the beginning of the
period
|
295.2
|
380.3
|
380.3
|
Remeasurements /
modifications
|
(1.2)
|
(9.6)
|
(24.1)
|
Impairment charge
|
(15.2)
|
(20.0)
|
(21.5)
|
Depreciation charge
|
(12.5)
|
(35.9)
|
(19.1)
|
Transfers to investment
property
|
-
|
(12.8)
|
(12.8)
|
Foreign exchange
differences
|
(0.5)
|
(6.8)
|
(2.9)
|
At the end of the
period
|
265.8
|
295.2
|
299.9
|
Details of the impairment charges are included in
note 3 and relate to the Group's fulfilment
centre in Lichfield.
The Group presents additions to
right-of-use assets in line with the disclosure requirements of
IFRS 16 'Leases'. In doing so, remeasurements/modifications above
includes the impact of lease terminations, modifications and
reassessments, and changes to dilapidation estimates.
Right-of-use assets totalling
£12.8m were transferred to investment property during the prior
year and relate to sites the Group sublets, or that are currently
vacant with the intention of subletting. The current net book value
of investment property is £9.4m (28 February 2023: £12.8m; 3
September 2023: £10.9m).
Right of use assets comprise entirely of leases for
land and buildings.
Lease Liabilities
Set out below are the carrying amounts of lease
liabilities and the movements during the period:
|
26 weeks to 3 March
2024
|
Period
to 3 September 2023
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
£m
|
At the beginning of the
period
|
329.0
|
380.1
|
380.1
|
Remeasurements /
modifications
|
(12.9)
|
(21.1)
|
(20.5)
|
Payments
|
(15.0)
|
(28.0)
|
(15.0)
|
Interest expense
|
2.5
|
5.6
|
2.9
|
Foreign exchange
differences
|
(0.5)
|
(7.6)
|
(1.6)
|
At the end of the period
|
303.1
|
329.0
|
345.9
|
|
|
|
|
Current
|
34.8
|
25.3
|
29.8
|
Non-current
|
268.3
|
303.7
|
316.1
|
Total
|
303.1
|
329.0
|
345.9
|
Remeasurements/modifications to the lease liability
balance are primarily driven by lease term reassessments during the
period, as the Group reassessed its likelihood to exercise certain
break options.
Income statement / cash flow disclosures
The following amounts are included in the Group's
consolidated financial statements in respect of its leases:
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
£m
|
£m
|
Income statement
|
|
|
Depreciation charge for
right-of-use assets and investment property
|
(13.0)
|
(19.1)
|
Interest expense on lease
liabilities
|
(2.5)
|
(2.9)
|
Expense relating to short-term
leases
|
(0.5)
|
(0.3)
|
Expense relating to leases of low
value assets that are not shown above as short-term
leases
|
(0.1)
|
(0.2)
|
Impairment charge for right-of-use
assets and investment property
|
(16.3)
|
(21.5)
|
Sub-let income relating to leases
under IFRS 16
|
0.7
|
0.7
|
Cash flow
|
|
|
Total cash outflow for leases
comprising interest and capital payments
|
(15.6)
|
(15.5)
|
11. Impairment of non-financial
assets
Impairment is assessed by
measuring the recoverable amount of the cash generating unit (CGU),
calculated as the higher of fair value less cost to dispose and
value-in-use. Where the carrying value of the CGU exceeds the
recoverable amount an impairment loss is recognised in the income
statement. The impairment charge is allocated first against
goodwill and then pro-rata over other assets within the CGU by
reference to the carrying amount of each remaining asset in the
unit. Impairment losses recognised for goodwill are not
subsequently reversed.
Cash generating units
Cash generating units are deemed
the smallest group of assets that independently generate cash
inflows and are independent of the cash flows generated by other
assets. It was determined that the Group only has one CGU (the
Group level), on the basis that the majority of assets within the
Group are shared (i.e. software assets that support the entire
Group), therefore unable to be allocated on a reasonable or
consistent basis in any other way. The exception to this is
for property assets that have been agreed to be vacated, which are
then treated as a separate CGU for impairment testing. As a result
the Lichfield assets were treated as a separate CGU following the
decision to vacate the site (refer to note 3 for further
detail).
Composition of CGU
For impairment testing purposes, the
CGU comprises the following:
|
As at 3 March
2024
|
£m
|
Goodwill and other intangible
assets
|
691.7
|
Property, plant and
equipment
|
289.0
|
Right-of-use assets
|
265.8
|
|
1,246.5
|
Identification of impairment indicator
Given the reported loss during the
period, combined with the volatility within the macro-economic
environment and the market capitalisation of the Group being below
the Group's net assets, an indicator of impairment was deemed to
exist during the financial period.
Approach and assumptions
The recoverable amount for the CGU
has been determined using a value-in-use calculation which is based
upon the cash flows expected to be generated, derived from the
latest budget and forecast data which are reviewed by the Board.
Budget and forecast data reflects both past experience and future
expectations of market conditions. The key assumptions in measuring
the value-in-use are as follows:
Assumption
|
Details
|
Cash flow years /
assumptions
|
· Derived from medium
term forecasts reviewed by the Board which cover a period of five
years, then extrapolated to perpetuity with an assumed growth rate
of 2% (3 September 2023: 2.0%; 28 February 2023: 1.5%)
· Whilst the value-in-use
excludes lease rentals (a financing cash flow under IFRS 16
"Leases") an estimated cash outflow for future lease renewals is
assumed from the current lease end dates
|
Discount rate
|
· A post-tax discount
rate representing the Group's weighted average cost of capital
(WACC), subsequently grossed up to a pre-tax rate using an
iterative calculation that yields the same value-in-use when tax
cash flows are excluded.
· The post-tax WACC has
been calculated using the capital asset pricing model, the inputs
of which include a long-term risk-free rate based on government
bond rates, an equity risk premium and levered debt premium
benchmarked to externally available data, and an average beta
derived from a comparator group.
· The resulting discount
rates are:
At 3 March
2024
|
At 3 September
2023
|
At 28 February
2023
|
Post-tax
rate
|
Pre-tax
rate
|
Post-tax
rate
|
Pre-tax
rate
|
Post-tax
rate
|
Pre-tax
rate
|
12.5%
|
14.7%
|
13.0%
|
15.6%
|
10.1%
|
11.7%
|
|
11. Impairment of non-financial assets
continued
Outputs
Outside of specific impairments
recognised during the period in relation to the Group's fulfilment
centre in Lichfield, or other strategic initiatives as part of the
Group's Driving Change agenda, no further impairments were
identified as a result of the impairment review described
above.
Of the above assumptions, the
value-in-use calculations are most sensitive to changes in the
discount rate, the long-term growth rate and forecast cash flows
(comprising revenue, gross margin and fixed overheads). The
following table shows the amount by which the assumptions would
have to change to make the recoverable amount equal to the carrying
value to show the headroom sensitivity.
|
Sensitivity
|
Discount rate (post-tax) increase
of:
|
0.6%
|
Long term growth rate decrease
of:
|
(0.8%)
|
A reduction in forecast annual
growth rates of:
|
(0.5%)
|
A reduction in forecast gross
margin in each year of:
|
(0.3%)
|
An increase in forecast fixed
overheads of:
|
3.7%
|
The reduction in forecast annual
growth rates above is equivalent to reducing revenue in each year
of the forecast by (2.0%).
12. Trade and other payables
|
26 weeks to 3 March
2024
|
Period
to 3 September 2023
|
Six
months to 28 February 2023
|
£m
|
£m
|
£m
|
Trade payables
|
108.7
|
71.3
|
110.7
|
Other payables
|
113.0
|
174.7
|
207.4
|
Accruals
|
247.8
|
238.7
|
307.1
|
Returns provision
|
87.4
|
108.2
|
111.9
|
Deferred revenue
|
51.5
|
52.1
|
81.8
|
Taxation and social
security
|
24.6
|
35.4
|
18.4
|
|
633.0
|
680.4
|
837.3
|
13. Provisions
|
Dilapidations
|
Onerous
occupancy
|
Total
|
£m
|
£m
|
£m
|
As at 4 September 2023
|
53.4
|
16.8
|
70.2
|
Recognised
|
12.2
|
6.9
|
19.1
|
Utilised
|
-
|
(1.0)
|
(1.0)
|
Unwinding of discount
|
1.0
|
0.4
|
1.4
|
Foreign Exchange
differences
|
(0.1)
|
-
|
(0.1)
|
As at 3 March 2024
|
66.5
|
23.1
|
89.6
|
|
|
|
|
Current
|
-
|
3.0
|
3.0
|
Non-current
|
66.5
|
20.1
|
86.6
|
As at 3 March 2024
|
66.5
|
23.1
|
89.6
|
|
|
|
|
As at 1 September 2022
|
41.9
|
-
|
41.9
|
Recognised
|
11.2
|
18.3
|
29.5
|
Utilised
|
-
|
(1.8)
|
(1.8)
|
Unwinding of discount
|
1.3
|
0.3
|
1.6
|
Exchange differences
|
(1.0)
|
-
|
(1.0)
|
As at 3 September 2023
|
53.4
|
16.8
|
70.2
|
|
|
|
|
Current
|
-
|
2.0
|
2.0
|
Non-current
|
53.4
|
14.8
|
68.2
|
As at 3 September 2023
|
53.4
|
16.8
|
70.2
|
|
|
|
|
As at 1 September 2022
|
41.9
|
-
|
41.9
|
Recognised
|
0.4
|
17.0
|
17.4
|
Utilised
|
-
|
(0.1)
|
(0.1)
|
Effects of movements in discount
rates
|
(4.0)
|
-
|
(4.0)
|
Unwinding of discount
|
0.5
|
0.1
|
0.6
|
Exchange differences
|
0.1
|
-
|
0.1
|
As at 28 February 2023
|
38.9
|
17.0
|
55.9
|
|
|
|
|
Current
|
-
|
1.7
|
1.7
|
Non-current
|
38.9
|
15.3
|
54.2
|
As at 28 February 2023
|
38.9
|
17.0
|
55.9
|
Dilapidations are recognised where
there is a present obligation to repair and restore leased
properties to their preoccupancy state at the end of the lease
term.
Onerous occupancy provisions are
recognised where the Group no longer operates from a leased
property, for the least net cost of exiting from the
contract.
14. Financial
instruments
Financial instruments by category
Set out below are the accounting classifications of
each class of financial assets and liabilities:
|
Amortised
cost
|
Fair value through profit or
loss
|
Total
|
£m
|
£m
|
£m
|
As at 3 March 2024
|
|
|
|
Derivative financial
assets
|
-
|
13.3
|
13.3
|
Cash and cash
equivalents
|
332.3
|
-
|
332.3
|
Trade and other
receivables1
|
52.9
|
-
|
52.9
|
Derivative financial
liabilities
|
-
|
(3.8)
|
(3.8)
|
Lease liabilities
|
(303.1)
|
-
|
(303.1)
|
Trade and other
payables2
|
(543.2)
|
-
|
(543.2)
|
Borrowings
|
(679.1)
|
(2.0)
|
(681.1)
|
|
(1,140.2)
|
7.5
|
(1,132.7)
|
|
|
|
|
|
|
|
|
|
Amortised cost
|
Fair
value through profit or loss
|
Total
|
£m
|
£m
|
£m
|
At at 3 September 2023
|
|
|
|
Derivative financial
assets
|
-
|
26.5
|
26.5
|
Cash and cash
equivalents
|
353.3
|
-
|
353.3
|
Trade and other
receivables1
|
68.5
|
-
|
68.5
|
Derivative financial
liabilities
|
-
|
(6.5)
|
(6.5)
|
Lease liabilities
|
(329.0)
|
-
|
(329.0)
|
Trade and other
payables2
|
(578.5)
|
-
|
(578.5)
|
Borrowings
|
(672.8)
|
-
|
(672.8)
|
|
(1,158.5)
|
20.0
|
(1,138.5)
|
|
|
|
|
|
|
|
|
|
Amortised cost
|
Fair
value through profit or loss
|
Total
|
£m
|
£m
|
£m
|
At at 28 February 2023
|
|
|
|
Derivative financial
assets
|
-
|
34.9
|
34.9
|
Cash and cash
equivalents
|
308.6
|
-
|
308.6
|
Trade and other
receivables1
|
38.7
|
-
|
38.7
|
Derivative financial
liabilities
|
-
|
(15.0)
|
(15.0)
|
Lease liabilities
|
(345.9)
|
-
|
(345.9)
|
Trade and other
payables2
|
(720.1)
|
-
|
(720.1)
|
Borrowings
|
(740.3)
|
-
|
(740.3)
|
|
(1,459.0)
|
19.9
|
(1,439.1)
|
1Excludes prepayments
and VAT
receivables
2Excludes deferred income and any amounts in relation to taxation
Derivative financial instruments are currently held
at fair value on the balance sheet - all are within level 2 of the
fair value hierarchy. During the period, the put option liability
relating to own share repurchases (refer to note 15) was moved from
amortised cost to fair value through profit and loss. Comparatives
have not been restated on the grounds of materiality. The option is
within level 3 of the fair value hierarchy, however detailed level
3 disclosures are not provided as the liability is not
material.
Carrying amount versus fair value
Set out below is a comparison of the carrying amount
and the fair value of financial instruments that are carried in the
financial statements at a value other than fair value. The fair
value of financial assets and liabilities are based on prices
available from the market on which the instruments are traded.
Where market values are not available, the fair values of financial
assets and liabilities have been calculated by discounting expected
future cash flows at prevailing interest rates. The fair values of
cash and cash equivalents, trade receivables, and trade payables
are assumed to approximate to their book values. This also applies
to the old revolving credit facility that was drawn down as at 28
February 2023.
|
|
Fair value
hierarchy
|
Carrying
amount
|
Fair value
|
|
|
£m
|
£m
|
As at 3 March 2024
|
|
|
|
|
Term loan
|
|
2
|
(187.7)
|
(245.3)
|
Convertible bond
|
|
1
|
(471.1)
|
(311.4)
|
Nordstrom loan
|
|
2
|
(20.3)
|
(23.8)
|
Total
|
|
|
(679.1)
|
(580.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value hierarchy
|
Carrying
amount
|
Fair
value
|
|
|
£m
|
£m
|
As at 3 September 2023
|
|
|
|
|
Term loan
|
|
2
|
(184.8)
|
(248.7)
|
Convertible bond
|
|
1
|
(464.4)
|
(344.9)
|
Nordstrom
loan1
|
|
2
|
(20.4)
|
(23.1)
|
Total
|
|
|
(669.6)
|
(616.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
value hierarchy
|
Carrying
amount
|
Fair
value
|
|
|
£m
|
£m
|
As at 28 February 2023
|
|
|
|
|
Convertible bond
|
|
1
|
(457.3)
|
(347.2)
|
Nordstrom
loan1
|
|
2
|
(22.0)
|
(26.2)
|
Total
|
|
|
(479.3)
|
(373.4)
|
1The methodology for calculating the fair value of the
Nordstrom loan has been refined during the period. Prior period
comparatives have been updated to allow for meaningful
comparison.
Fair value hierarchy is defined as:
· Level 1 fair value
measurements are derived from quoted market prices (unadjusted) in
active markets for identical assets or liabilities at the balance
sheet date. This level includes listed equity securities and debt
instruments on public exchanges;
· Level 2 fair value
measurements are derived from 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). The fair value of financial instruments is
determined by discounting expected cash flows at prevailing
interest rates;
· Level 3 fair value
measurements are derived from valuation techniques that include
inputs for the asset or liability that are not based on observable
market data (unobservable inputs)
15. Borrowings
|
3 March
2024
|
3
September 2023
|
28
February 2023
|
|
£m
|
£m
|
£m
|
Convertible bond
|
(471.1)
|
(464.4)
|
(457.3)
|
Term Loan
|
(187.7)
|
(184.8)
|
-
|
Nordstrom loan
|
(20.3)
|
(20.4)
|
(22.0)
|
Put option liability
|
(2.0)
|
(3.2)
|
(3.0)
|
Revolving credit facility
(including accrued interest)
|
-
|
-
|
(258.0)
|
Total
|
(681.1)
|
(672.8)
|
(740.3)
|
|
|
|
|
Current
|
(2.3)
|
(1.5)
|
(9.3)
|
Non-current
|
(678.8)
|
(671.3)
|
(731.0)
|
Total
|
(681.1)
|
(672.8)
|
(740.3)
|
Convertible debt
On 16 April 2021 the Group issued £500m of
convertible bonds. The unsecured instruments pay a coupon of 0.75%
until April 2026, or the conversion date, if earlier. The initial
conversion price was set at £79.65 per share. The fair value of the
debt component was determined using the market interest rate for an
equivalent non-convertible bond, deemed to be 3.4%. As a result,
£440.1m was recognised as a liability in the balance sheet on issue
and the remainder of the proceeds, £59.9m, which represents the
equity component, was credited to reserves. Issue costs of £9.0m
were allocated between equity (£1.0m) and debt (£8.0m).
Term loan
In May 2023, the Group entered into a £200m senior
term loan and a £75m super senior revolving facility ("RCF")
(together the "Facilities") with specialist lender Bantry Bay
Capital Limited through to April 2026, with the optionality to
further extend to May 2028 subject to meeting lender requirements.
Both the senior term loan and RCF (when drawn) bear interest at a
margin above SONIA. The amount available in relation to the RCF at
the period end was £28.9m. The RCF incurs commitment fees at a
market rate and is currently undrawn.
The Facilities are subject only to a minimum
liquidity covenant defined as cash and cash equivalents plus
amounts undrawn under the RCF. The Facilities carry a fixed and
floating charge over all assets of the following chargors in the
Group - ASOS Plc, ASOS.com Limited, ASOS Intermediate Holdings
Limited, Mornington & Co (No. 1) Limited and Mornington &
Co (No. 2) Limited.
Nordstrom loan/put option liability
On 12 July 2021 the Group announced a strategic
partnership with Nordstrom, a US-based multi-channel retailer, to
drive growth in North America. As part of this venture, Nordstrom
purchased a minority interest in ASOS Holdings Limited which holds
the Topshop, Topman, Miss Selfridge and HIIT brands in exchange for
£10 as well as providing a £21.9m loan, which was partially repaid
during the period ended 3 September 2023. The loan attracts
interest at a market rate of 6.5% per annum. As part of this
agreement a written put option was provided to Nordstrom over their
shares in ASOS Holdings Limited, valued at £2.0m as at 3 March
2024. This option is exercisable on the third, the fifth and the
tenth anniversaries of the partnership.
16. Analysis of net
debt
Group net debt comprises cash and cash equivalents
less any borrowings drawn down at period-end (including accrued
interest), but excluding outstanding lease liabilities.
|
Lease
liabilities
|
Borrowings
|
Cash and cash
equivalents
|
Total
|
£m
|
£m
|
£m
|
£m
|
As at 4 September 2023
|
(329.0)
|
(672.8)
|
353.3
|
(648.5)
|
|
|
|
|
|
|
|
|
|
|
Cash flow movements
|
15.0
|
18.6
|
(26.5)
|
7.1
|
Cash flow excluding interest
payments
|
12.5
|
-
|
(21.1)
|
(8.6)
|
Net interest
paid/(received)
|
2.5
|
18.6
|
(5.4)
|
15.7
|
|
|
|
|
|
|
|
|
|
|
Non-cash movements
|
10.9
|
(26.9)
|
5.5
|
(10.5)
|
Movement in lease
liabilities
|
12.9
|
-
|
-
|
12.9
|
Foreign exchange
impacts
|
0.5
|
-
|
0.1
|
0.6
|
Other non-cash
movements
|
(2.5)
|
(26.9)
|
5.4
|
(24.0)
|
|
|
|
|
|
As at 3 March 2024
|
(303.1)
|
(681.1)
|
332.3
|
(651.9)
|
Net debt (excluding leases)
|
|
|
|
(348.8)
|
|
|
|
|
|
|
|
|
|
|
As at 1 September 2022
|
(380.1)
|
(475.9)
|
323.0
|
(533.0)
|
|
|
|
|
|
|
|
|
|
|
Cash flow movements
|
28.0
|
(154.5)
|
27.6
|
(98.9)
|
Cash flow excluding
interest
|
22.4
|
(198.3)
|
32.1
|
(143.8)
|
Net interest
paid/(received)
|
5.6
|
28.0
|
(4.5)
|
29.1
|
Financing fees paid
|
-
|
15.8
|
-
|
15.8
|
|
|
|
|
|
|
|
|
|
|
Non-cash movements
|
23.1
|
(42.4)
|
2.7
|
(16.6)
|
Movement in lease
liabilities
|
21.1
|
-
|
-
|
21.1
|
Foreign exchange
impacts
|
7.6
|
-
|
(1.8)
|
5.8
|
Other non-cash
movements
|
(5.6)
|
(42.4)
|
4.5
|
(43.5)
|
|
|
|
|
|
|
|
|
|
|
At 3 September 2023
|
(329.0)
|
(672.8)
|
353.3
|
(648.5)
|
Net debt (excluding
leases)
|
|
|
|
(319.5)
|
|
|
|
|
|
|
|
|
|
|
As at 1 September 2022
|
(380.1)
|
(475.9)
|
323.0
|
(533.0)
|
|
|
|
|
|
|
|
|
|
|
Cash flow movements
|
15.0
|
(246.9)
|
(15.2)
|
(247.1)
|
Cash flow excluding
interest
|
12.1
|
(250.0)
|
(12.7)
|
(250.6)
|
Net interest
paid/(received)
|
2.9
|
3.1
|
(2.5)
|
3.5
|
|
|
|
|
|
|
|
|
|
|
Non-cash movements
|
19.2
|
(17.5)
|
0.8
|
2.5
|
Movement in lease
liabilities
|
20.5
|
-
|
-
|
20.5
|
Foreign exchange
impacts
|
1.6
|
-
|
(1.7)
|
(0.1)
|
Other non-cash
movements
|
(2.9)
|
(17.5)
|
2.5
|
(17.9)
|
|
|
|
|
|
|
|
|
|
|
At 28 February 2023
|
(345.9)
|
(740.3)
|
308.6
|
(777.6)
|
Net debt (excluding
leases)
|
|
|
|
(431.7)
|
Other non-cash movements include accrued interest
and fair value movements.
The cash and cash equivalents balance includes
uncleared payment provider receipts of £57.7m, which are typically
due within 3 business days (28 February 2023: £44.6m; 3 September
2023: £63.3m).
Included within cash and cash equivalents is £7.9m
(28 February 2023: £1.7m; 3 September 2023: £4.1m) of cash
collected on behalf of partners of the Direct to Consumer
fulfilment proposition 'Partner Fulfils'. ASOS Payments Limited and
the Group are entitled to interest amounts earned on the deposits.
Amounts are held in a segregated bank account and are settled on a
monthly basis.
17. Related parties
The Group's related party transactions are with the
Employee Benefit Trust, Link Trust, key management personnel and
other related parties as disclosed in the Group's Annual Report and
Accounts for the period ended 3 September 2023.
Transactions with other related parties
During the period, the Group made purchases of
inventory, net of VAT, totalling £27.8m (28 February 2023: £38.9m;
3 September 2023: £65.9m) and earned commission income from Partner
Fulfils sales totalling £0.1m (28 February 2023: £0.1m; 3 September
2023: £0.2m). All were from Aktieselskabet af 5.5.2010, a company
which has a significant shareholding in the Group.
At 3 March 2024, the amount due to Aktieselskabet af
5.5.2010 was £8.7m (28 February 2023: £8.1m; 3 September 2023:
£6.8m). In addition, a rebate of £nil (28 February 2023: £0.1m; 3
September 2023: £0.1m) was received during the period from
Aktieselskabet af 5.5.2010.
There have been no other material changes to the
Group's related party transactions during the 26 weeks to 3 March
2024.
18. Contingent liabilities
From time to time, the Group is subject to various
legal proceedings and claims that arise in the ordinary course of
business, which due to the fast-growing nature of the Group and its
e-commerce base, may concern the Group's brand and trading name or
its product designs. All such cases brought against the Group are
robustly defended and a liability is recorded only when it is
probable that the case will result in a future economic outflow
which can be reliably measured.
As previously reported, ASOS is currently party to
legal proceedings in overseas territories which the Group is
robustly defending. The claim considers the laws applicable to the
sale of goods in the relevant territory, under which the claimants
are seeking a financial remedy for alleged breaches by ASOS of
local laws. The claim remains in its early stages, and will be
heard in two phases. Completion of such a claim can be a lengthy
process, with a final court decision of the first phase potentially
taking up to two years after the initial hearing. The claim and its
defence are relatively complex, there are multiple factual and
legal defences to the claims and the Group intends to defend them
vigorously. The Group therefore cannot make an assessment of the
likely outcome of the litigation, or the potential quantum of any
liability were it to arise or the potential impact on the Group at
this stage. Furthermore, management are of the opinion that, given
the early stages of the claim, disclosure of any potential
quantification could be prejudicial to the Group at this time.
As disclosed in the FY23 annual accounts, the Group
has made a voluntary disclosure to an overseas tax authority in
relation to potentially overclaimed VAT. As explained, whether or
not the VAT was overclaimed was ultimately dependent on the
relevant tax authority's view. The overseas tax authority has
now concluded that the VAT was correctly charged to ASOS, hence
ASOS was correct in recovering the VAT and no repayment or
multi-party non-cash agreement is necessary. This issue is
therefore considered successfully resolved without the liability
crystalising. The Group notes that there are a small number of
suppliers who should likely have historically charged VAT on
services but have not. The Group will notify the
relevant suppliers of this and any amount payable will not be
material and will be able to be reclaimed by ASOS from the overseas
tax authority in the normal course of business.
Principal risks and uncertainties
The Board have reviewed the
Group's risk environment including in relation to the ongoing
macroeconomic situation and global financial instability and
conflicts. Following their review they have concluded that the
principal risks and uncertainties which could impact the Group over
the remaining 26 weeks of the financial period 4 September 2023 to
1 September 2024 remain materially unchanged from those set out in
our Annual Report and Accounts for the period ended 3 September
2023.
The Group's principal risks are
listed below and set out in more detail on pages 46 to 51 of the
Group's FY23 Annual Report and Accounts, a copy of which is
available on the Group's website, www.asosplc.com.
· Macroeconomic changes
· Supply Chain disruption
· Strategic programmes fail to deliver required
outcome
· Data
breach
· Foreign exchange rate exposure
· Sustainability & climate change
· Cyber
security incidents
· Market dynamics and impact on our business
· Availability of technology services
· Ethical trade issues
· Failure to comply with legislation or
regulation
· Engagement, capability & retention of
talent
Statement of Directors' responsibilities
The Directors confirm that this set of Condensed
Consolidated Interim Financial Statements has been prepared in
accordance with UK adopted IAS 34 'Interim Financial Reporting' and
the Disclosure and Transparency Rules of the UK's Financial Conduct
Authority, and that the Interim Management Report herein includes a
true and fair review of the information required by DTR 4.2.7R and
DTR 4.2.8R, namely:
•
that the report contains a fair review of important events that
have occurred during the first 26 weeks of the financial year, and
their impact on the condensed set of financial statements, and of
the principal risks and uncertainties for the remaining 26 weeks of
the financial year; and
•
material related-party transactions in the first 26 weeks and any
material changes in the related-party transactions described in the
last annual report.
The Directors of ASOS plc are listed on the Group's
website:
https://www.asosplc.com/this-is-asos/our-
leadership/board-directors/
By order of the Board
José Antonio Ramos Calamonte
Chief Executive Officer
INDEPENDENT REVIEW
REPORT TO ASOS PLC
REPORT ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
Our conclusion
We have reviewed ASOS Plc's condensed consolidated
interim financial statements (the "interim financial statements")
in the interim results of ASOS Plc for the 26 week period ended 3
March 2024 (the "period").
Based on our review, nothing has come to our
attention that causes us to believe that the interim financial
statements are not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
The interim financial statements comprise:
· the consolidated
balance sheet as at 3 March 2024;
· the consolidated income
statement and consolidated statement of comprehensive income for
the period then ended;
· the consolidated cash
flow statement for the period then ended;
· the consolidated
statement of changes in equity for the period then ended; and
· the explanatory notes
to the interim financial statements.
The interim financial statements included in the
interim results of ASOS Plc have been prepared in accordance with
UK adopted International Accounting Standard 34, 'Interim Financial
Reporting' and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with
International Standard on Review Engagements (UK) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Financial Reporting Council for use in
the United Kingdom ("ISRE (UK) 2410"). A review of interim
financial information consists of making enquiries, primarily of
persons responsible for financial and accounting matters, and
applying analytical and other review procedures.
A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and, consequently, does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
We have read the other information contained in the
interim results and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410. However, future events or
conditions may cause the group to cease to continue as a going
concern.
INDEPENDENT REVIEW
REPORT TO ASOS PLC CONTINUED
Responsibilities for the interim financial
statements and the review
Our responsibilities and those of the directors
The interim results, including the
interim financial statements, is the responsibility of, and has
been approved by the directors. The directors are responsible for
preparing the interim results in accordance with the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the interim results,
including the interim financial statements, the directors are
responsible for assessing the group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do
so.
Our responsibility is to express a
conclusion on the interim financial statements in the interim
results based on our review. Our conclusion, including our
Conclusions relating to going concern, is based on procedures that
are less extensive than audit procedures, as described in the Basis
for conclusion paragraph of this report. This report, including the
conclusion, has been prepared for and only for the company for the
purpose of complying with the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct
Authority and for no other purpose. We do not, in giving this
conclusion, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our prior consent
in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
London
16 April 2024
Alternative
Performance Measures (APMs)
The Group uses the below non-IFRS performance
measures to allow shareholders to better understand underlying
financial performance and position. These should not be seen as
substitutes for IFRS measures of performance and may not allow a
direct comparison to other companies.
Performance measure
|
Closest IFRS measure
|
Definition
|
How ASOS uses this measure
|
Revenue growth at constant
currency
|
None
|
ASOS calculates constant currency
(CCY) growth by adjusting the current year adjusted revenue number
for the impact of year-on-year changes in the hedge rate on hedged
sales and year-on-year spot rate movement on unhedged sales.
This provides revenue growth on a like-for-like
basis vs. last year, giving users of the accounts a better view of
underlying sales performance that is not impacted by exchange rate
fluctuations. The current year also
adjusts for the impact of one additional trading day in H1
FY24.
|
This measure is presented as a
means of eliminating the effects of exchange rate fluctuations on
the period-on-period reported results.
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
%
growth
|
|
£m
|
£m
|
%
|
Group revenue
|
1,505.8
|
1,840.6
|
(18%)
|
Adjusted items
|
(8.3)
|
(2.1)
|
|
Impact of foreign exchange
translation and LFL financial periods1
|
4.3
|
|
|
Revenue at constant currency
|
1,501.8
|
1,838.5
|
(18%)
|
1 Removing the impact of
the one extra trading day in HY24
|
Six
months to 28 Feb 2023
|
Six
months to 28 February 2022
|
%
growth
|
|
£m
|
£m
|
%
|
Group revenue
|
1,840.6
|
2,004.1
|
(8%)
|
Impact of foreign exchange
translation
|
(46.0)
|
-
|
-
|
Revenue at constant
currency
|
1,794.6
|
2,004.1
|
(10%)
|
|
Retails sales
|
Revenue
|
Internet sales recorded net of an
appropriate deduction for actual and expected returns, relevant
vouchers, discounts and sales taxes.
Retail sales exclude income from
delivery receipt payments, marketing services, commission on
partner-fulfilled sales and revenue from wholesale sales
|
A measure of the Group's trading
performance focusing on the sale of products to end customers. Used
by management to monitor overall performance across markets, and
the basis of key internal KPIs such as ABV.
The measure is reconciled in note
4.
|
Adjusted revenue
|
Revenue
|
Revenue excluding the impact of
adjusting items.
|
A measure of Group's revenue and
gross profitability, excluding the impact of any adjusting
items.
Reconciliation is shown
below:
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
£m
|
£m
|
Revenue
|
1,505.8
|
1,840.6
|
Adjusting items
|
(8.3)
|
(2.1)
|
Adjusted revenue
|
1,497.5
|
1,838.5
|
Gross profit
|
602.3
|
664.7
|
Adjusting items
|
1.9
|
124.6
|
Adjusted gross profit
|
604.2
|
789.3
|
Gross margin
|
40.0%
|
36.1%
|
Adjusted gross margin %
|
40.3%
|
42.9%
|
|
Adjusted gross margin
|
None
|
Gross profit divided by
revenue
and excluding the impact
of
adjusting items.
|
Alternative
Performance Measures (APMs) continued
Performance measure
|
Closest IFRS measure
|
Definition
|
How ASOS uses this measure
|
Adjusted EBIT
|
Operating loss
|
Profit before tax, interest, and
any adjusting items excluded from adjusted profit before tax (see
below).
|
A measure of the Group's
underlying profitability for the period, excluding the impact of
any transactions outside of the ordinary course of business and not
considered to be part of ASOS' usual cost / income base. Used by
management to monitor the performance of the business each month.
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
Operating loss
|
(246.8)
|
(272.5)
|
Adjusting items excluding finance
costs (note 3)
|
148.7
|
203.1
|
Adjusted EBIT
|
(98.1)
|
(69.4)
|
|
|
|
Net finance costs (note
5)
|
(23.2)
|
(18.4)
|
Add back adjusting finance costs
(note 3)
|
1.3
|
0.4
|
Adjusted loss before tax
|
(120.0)
|
(87.4)
|
|
|
|
Group revenue
|
1,505.8
|
1,840.6
|
Adjusting items
|
(8.3)
|
(2.1)
|
Adjusted Group revenue
|
1,497.5
|
1,838.5
|
|
|
|
Adjusted EBIT margin
|
(6.6%)
|
(3.8%)
|
Details of adjusting items are
included within note 3.
|
Adjusted loss before
tax
|
Loss before tax
|
Adjusted (loss)/profit before tax
excludes items recognised in reported profit or loss before tax
which, if included, could distort comparability between periods. In
determining which items to exclude, the Group considers items which
are significant either by virtue of their size and/or nature, or
that are non-recurring.
|
Adjusted EBITDA
|
No direct equivalent
|
Adjusted EBIT above, adjusted for
depreciation, amortisation and impairments.
|
Adjusted EBITDA is used to review
the Group's profit generation and the sustainability of ongoing
capital reinvestment and finance costs.
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
Adjusted EBIT
|
(98.1)
|
(69.4)
|
Add back depreciation and
amortisation (per cash flow)
|
87.2
|
83.3
|
Add back impairment (per cash
flow)
|
115.8
|
28.9
|
Less depreciation and amortisation
excluded from adjusted profit1
|
(5.4)
|
(9.3)
|
Less impairment excluded from
adjusted profit
|
(115.8)
|
(28.9)
|
Adjusted EBITDA
|
(16.3)
|
4.6
|
1 The prior year
comparative includes £0.7m depreciation costs included within the
costs incurred for the commercial operating model
|
Net cash/(debt)
|
No direct equivalent
|
Cash and cash equivalents less the
carrying value of borrowings (including accrued interest) drawn
down at period-end, but excluding
outstanding lease liabilities
|
A measure of the Group's
liquidity. Information is included in note
16.
A reconciliation is included
below:
|
3 March
2024
|
28
February 2023
|
|
£m
|
£m
|
Cash and cash
equivalents
|
332.3
|
308.6
|
Borrowings
|
(681.1)
|
(740.3)
|
Lease liabilities
|
(303.1)
|
(345.9)
|
Net borrowings
|
(651.9)
|
(777.6)
|
Add back lease
liabilities
|
303.1
|
345.9
|
Group net debt
|
(348.8)
|
(431.7)
|
|
Alternative
Performance Measures (APMs) continued
Performance measure
|
Closest IFRS measure
|
Definition
|
How ASOS uses this measure
|
Free cash flow
|
No direct equivalent
|
Free cash flow is net cash
generated from operating activities, adjusted for payments to
acquire intangible and tangible assets, the payment of the
principal portion of lease liabilities and net finance
expenses.
|
A measure of the cash generated by
the Group outside cash flows relating to financing, which allows
management to better assess the cash being generated by the
business.
A reconciliation to the Group cash
flow is shown below:
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
Cash used generated from/(used in)
operations (per cash flow)
|
93.2
|
(128.2)
|
Purchase of tangible and
intangible assets
|
(86.1)
|
(115.0)
|
Repayment of principal portion of
lease liabilities
|
(12.5)
|
(12.1)
|
Net interest paid
|
(15.7)
|
(3.5)
|
Free cash flow1
|
(21.1)
|
(258.8)
|
1 The Group has updated
its definition to remove fees in relation to any financing
transactions carried out by the Group to enable meaningful
comparison of financial information as the fees were one-off and
the inclusion would not be reflective of the normal operations of
the Group.
|
Cost to serve
|
No direct equivalent
|
Operating expenses (excluding
depreciation and amortisation and excluding adjusting items) as a
percentage of adjusted revenue.
|
Cost to serve reflects the
underlying profitability of the business and demonstrates
discipline on cost structure.
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
Operating expenses
|
850.2
|
938.2
|
Less depreciation and
amortisation
|
(87.2)
|
(83.3)
|
Less adjusted operating
expenses
|
(146.8)
|
(78.5)
|
Add back adjusted depreciation and
amortisation1
|
5.4
|
9.3
|
|
621.6
|
785.7
|
|
|
|
Adjusted revenue
|
1,497.5
|
1,838.5
|
|
|
|
Cost to serve
|
41.5%
|
42.7%
|
1 The prior year
comparative includes £0.7m depreciation costs included within the
costs incurred for the commercial operating model
|
Alternative
Performance Measures (APMs) continued
Performance measure
|
Closest IFRS measure
|
Definition
|
How ASOS uses this measure
|
Other working capital movements
(per Financial Review)
|
No direct equivalent
|
Removes working capital and cash
movements relating to adjusted items.
|
To provide a reconciliation of the
working capital movement in the Financial Statements to the other
working capital movement in the Financial Review.
|
26 weeks to 3 March
2024
|
Six
months to 28 February 2023
|
|
£m
|
£m
|
(Increase)/decrease in other
working capital (per Financial Review)
|
(66.7)
|
(113.6)
|
|
|
|
Comprises:
|
|
|
Working capital per cash flow
(excluding inventory)
|
(46.9)
|
(99.2)
|
Working capital relating to
adjusted items
|
(19.8)
|
(14.4)
|
|
(66.7)
|
(113.6)
|
|
|
|
Working capital relating to adjusting items:
|
|
|
Adjusted items (note 3)
|
(150.0)
|
(203.5)
|
Add back adjusted impairment (note
3)
|
115.8
|
28.9
|
Add back adjusted depreciation
(note 3)1
|
5.4
|
9.3
|
Add back commercial model change
(note 3)2
|
-
|
127.5
|
Add back adjusted finance costs
(note 3)
|
1.3
|
0.4
|
Adjusted working capital before cash impacts
|
(27.5)
|
(37.4)
|
|
|
|
Cash impact of adjusted
items
|
7.7
|
23.0
|
|
|
|
Working capital relating to adjusted items
|
(19.8)
|
(14.4)
|
1 The prior year
comparative includes £0.7m depreciation costs included within the
costs incurred for the commercial operating model.
2 Prior year excludes
£0.7m of depreciation already added back.
|