5
November 2024
ASOS Plc
Global Online Fashion
Destination
Final results for the period
to 1 September 2024
Back to Fashion targets met,
foundations in place to deliver sustainable, profitable
growth
Summary financial results
£m1
|
Period to 1 Sep 2024
(FY24)
|
Period to 3 Sep 2023
(FY23)
|
Change
|
LFL Change
|
|
Headline measures2
|
|
|
|
|
Adjusted group
revenue3,4
|
2,896.0
|
3,538.0
|
|
(16%)
|
Adjusted gross margin
|
43.4%
|
44.2%
|
(80bps)
|
|
Adjusted cost to serve5
|
40.7%
|
40.8%
|
10bps
|
|
Adjusted EBITDA
|
80.1
|
124.5
|
(44.4)
|
|
Adjusted EBIT
|
(81.5)
|
(29.0)
|
(52.5)
|
|
Adjusted loss before tax
|
(126.0)
|
(70.3)
|
(55.7)
|
|
Net debt
|
(297.1)
|
(319.5)
|
+22.4
|
|
Free cash
inflow/(outflow)
|
37.7
|
(213.0)
|
+250.7
|
|
Statutory Measures
|
|
|
|
|
Group revenue
|
2,905.8
|
3,549.5
|
(18%)
|
|
Gross margin
|
40.0%
|
41.1%
|
(110bps)
|
|
Operating loss
|
(331.9)
|
(248.5)
|
(83.4)
|
|
Loss before tax
|
(379.3)
|
(296.7)
|
(82.6)
|
|
Strategic update and results
summary
·
Back to Fashion targets met: Stock
clearance complete, new commercial model embedded, Test & React
scaled above 10% of own brand sales, flexible fulfilment doubled
and unit economics transformed with variable contribution per order
now +28% on FY22. Foundations of more agile and profitable business
now in place.
·
Significant cash flow
improvement: FY24 adjusted EBITDA of £80.1m, at the top end of
consensus expectations, and £37.7m free cashflow, a £250.7m
improvement year-on-year ('YoY').
· Stock transition complete: inventory down c.50% since FY22 to
£520m, through disciplined stock management and c.£100m write-down
to complete transition to the new commercial model by end of FY24.
Stock position now offers greater newness for customers, with aged
stock down c.75% YoY and >80% of stock under 6 months
old.
·
Continued optimisation of profit contribution
over revenue, resulting in FY24 revenue decline of 16%4
YoY, in-line with guidance provided in our September trading
update.
·
New commercial model resonating with customers:
sales of newness +24% YoY over the last 3 months (Jul-Sep) with
only 6% higher stock, demonstrating strong demand for full-price
product. Offset at group level by c.30% YoY decline in sales of old
inventory from c.60% lower stock levels. Importantly, this has a
sustainable positive impact on gross margin and profit, despite the
near-term revenue headwind.
·
Balance sheet strengthened
significantly following the year end through a comprehensive
refinancing and proceeds from the formation of the Topshop and
Topman joint venture6 (TSTM JV).
·
Strong
foundations now in place, shifting focus
in FY25: focus on taking actions to delight customers, doubling
Test & React to 20% of own-brand sales, further scaling FF
models, adding exciting brand partners, empowering faster
innovation through our Technology and Digital Product
transformation, launching loyalty programme, launching Topshop.com,
and further tackling the causes of unnecessary returns.
·
In FY25, driven by a significant increase in our
full-price sales mix, we expect at least 300bps increase in gross
margin to over 46% and adjusted EBITDA to increase by at least 60%
to £130m to £150m, including the impact of the TSTM JV. FY25 FCF
expected to be broadly neutral, with capex of c.£130m and cash
interest of c.£35m.
·
In the mid-term our focus remains sustainable,
profitable growth. We continue to expect revenue growth, gross
margin towards c.50% and an adjusted EBITDA margin of c.8%,
sustainably ahead of capex, interest, tax and leases.
José Antonio Ramos Calamonte, Chief Executive Officer
said:
"We achieved our key priorities
for the year, significantly reducing our inventory position, while
generating positive adjusted EBITDA and free cash flow. Following
the year end, we further strengthened our balance sheet with our
Topshop Topman joint venture and our refinancing. Our product is
now in the strongest position it has been in years, with the right
level of newness to excite customers, and we have fundamentally
improved our profitability through a relentless focus on
operational efficiency. With these solid foundations in place, we
can focus on delivering experiences that delight our 20 million
customers. There is much work to do, but we have already seen our
efforts rewarded with new product sales increasing 24% YoY over the
last three months. I am energised by the progress we have made so
far and excited for the next phase of our journey."
CEO
Review
Our mission is to be the number
one destination for fashion-loving 20-somethings. We know that by
having the most exciting product, by focusing on inspiration over
transaction, and by providing an exciting customer journey, enabled
by a fast and agile operation, we can build a sustainable,
profitable business and return to growth. Our business model
affords us competitive advantages in these areas, which has been
core to our success. However, we must continue to relentlessly
improve across each of them. Our goal is to build a business that
delights customers so much that they give us more of their time,
love and fashion spend.
To reach our goal, Phase 1 of the
journey has been about setting strong foundations. This meant
ensuring that our operations were efficient and effective, and that
all our efforts were creating value for our customers, our brand
partners, ASOSers and our shareholders. We have been clear about
the challenges the business faced and the medicine needed to put
ASOS on the right path - undertaking a disciplined revision of
everything we do, bringing a refreshed level of rigour to each
process in our value creation chain. This has enabled us to build
ourselves faster, more agile and better able to serve our
fashion-loving 20-something customers. Ultimately, this meant
clearing through old stock, changing our product model to ensure we
can bring our customers the best, most relevant product and exiting
unprofitable activities to invest into areas that matter most to
our core customers.
As we sit at the end of Phase 1 of
our journey, I am incredibly proud of what the team has achieved.
We have more than halved our stock position over the last two years
and completely restructured the way that we buy fashion so that we
never find ourselves back in such a heavily overstocked position.
We have developed a new product model in Test & React that
brings product from design to site in less than 3 weeks and scaled
this to over 10% of own-brand sales by year end. We have
fundamentally improved our order economics, with profit per order
increasing 19% YoY in Q4 following the end of our elevated
clearance period. We exited certain unprofitable activities, with
all countries now delivering a positive contribution and we have
improved the profit contribution margin from our least profitable
customers by 8ppts. Following the year end we also formed a joint
venture for Topshop and Topman, unlocking opportunities for growth
for those brands while also significantly reducing our net debt
position, and re-financing the majority of our convertible debt out
to September 2028.
The medicine we have taken -
reducing our intake, discounting to clear old stock, and rigorously
revising our operations - while necessary, has not made for
attractive financial results over the last two years. However, we
are confident we now have the right team, processes and business
resilience on which to drive sustainable, profitable growth. Since
the full transition to our new commercial model, over the last 3
months, we saw evidence of that progress, with sales of newness up
24% YoY with only 6% more stock, turning c.30% faster, and with
c.4ppts higher variable contribution margin. Against this, we have
seen old and aged sales down c.30% off c.60% lower stock, providing
an offsetting effect as we annualise the end of our stock
transformation. Over the next financial year, we expect a
continuation of these trends: the benefits of our new commercial
model - both in terms of revenue growth and gross margin
improvements - will become increasingly apparent at a Group level
as our new stock continues to perform, and the offsetting decline
from lower sales of heavily discounted old and mature stock will
annualise throughout the year. The decisive actions taken over
Phase 1 of our turnaround means we are confident in achieving
significant profit improvements in FY25 regardless of revenue
levels.
Understandably, we will be asked
by analysts or investors, "when will ASOS grow again?", and growth
remains an important part of our future, so I wanted to share my
framing here. At ASOS we have to focus on the inputs - which for
the last two years have been weighted towards taking the medicine
of reducing stock and exiting unprofitable activities. As we move
into Phase 2 of our journey, the year ahead, and beyond, will be
increasingly weighted towards taking actions that delight our
customers to win more of their time, love and fashion spend.
However, from experience we know that exactly when that results in
growth in revenue is not something we should try to manage. We
could, for example, decide to accelerate growth next month by
re-engaging promotional marketing or discounting product, but that
would not be in the long-term interests of the business. We will do
things in the right way and we're going to be patient.
We have already seen the green
shoots in the performance of our new stock in recent months which
gives us confidence that our new commercial model is delivering
customers the right product at the right time. This will be the
driving force behind our gross margin improvement back towards 50%
in the medium term. Our relentless focus on operational
efficiencies and optimising our cost to serve have laid the
foundations to be able to deliver future growth without sacrificing
margins. This will enable us to rebuild adjusted EBITDA margins
sustainably back to c.8%. And our disciplined capital allocation
means that we will continue to drive capex down to our target
range, and reduce our interest costs over time as we lower our net
debt levels. I am confident that we have something incredibly
unique to offer customers and that in the coming years we can
return to growth while generating meaningful, sustainable free cash
flow.
I'd like to describe in a bit more
detail the journey we've been on, what we've achieved over the last
12 months, as well as what's next for ASOS.
What have we achieved?
ASOS is unequivocally a faster,
more agile and more efficient business than when we started our
Driving Change transformation two years ago. This has been made
possible by a significant effort from ASOSers to deliver against
our strategic priorities.
1. Product is in a great place, through disciplined
stock management and an obsession with speed
Our mission is to be the world's
number one fashion destination for fashion-loving 20-somethings.
Having the best product is at the core of our flywheel. We want to
delight our customers with the hottest and freshest products and
brands, at the right price, delivered in a reliable and consistent
way - great products lead to positive customer experiences and
inspire loyalty. We can drive better unit economics from selling
full-price products, and a better return on marketing investment
when directing people to the best product. The more efficient we
get, the better the experience we are able to deliver.
At the core of this process has
been the transformation of our stock model and the transition to
our new commercial model and we can be proud that today our stock
position is in the strongest position it has been for many years.
At the beginning of our transformation, our stock levels had more
than doubled to over £1bn due to Covid-related disruption and poor
commercial practices which led to the build-up of old and aged
stock. Over the last two years, we have reduced stock levels by
c.50% to £520m and c.80% of our current fashion stockholding is in
product that has been on site for less than six months.
This hasn't been an easy journey,
and we have operated through 'peak pain' over FY23 and FY24 as
we've cleared through high levels of excess aged inventory built up
under our old operating model, reduced our intake of new and
exciting product and shifted to a model of clearing through any
underperforming stock as we go. During H2, we began testing the
removal of the remaining old stock on our site to see how it would
affect customer engagement and sales. The trial was a success: sell
through of new stock increased dramatically, conversion rates
improved, and we almost halved discounting on site. In Q4, we
decided to permanently remove the remaining excess stock from site,
which we subsequently wrote-down and will clear through alternative
channels. This write-down mainly relates to stock over 12 months
old, and means that we finished FY24 with a more compelling
customer proposition and the right level of newness to excite our
customers again. The results are clear. Over the last 3 months
(July-September), sales of newness increased 24% year-on-year with
only 6% more stock, and turning c.30% faster, with c.4ppts higher
variable contribution profit margin.
Our new commercial model ensures
this build-up of old inventory never happens again. We have
significantly improved our speed to market (the lead time between
buying and selling stock), meaning we can make better choices on
our intake. We focus on selling the best fashion at full-price and
clearing through any underperforming stock in-season, improving
gross margin, avoiding deeper discounts, releasing cash to invest
in new stock, and ensuring a better customer experience by
presenting more fresh and relevant product.
Our market-leading Test &
React model is fundamental to our new commercial model, bringing
product from design to site within three weeks, ensuring our own
brands always offer the most exciting product and set the trends
for our fashion-loving customers. Having developed the model during
FY23, we have now successfully scaled to more than 10% of our
own-brand sales mix at the end of FY24 and remain on track to scale
to 30% over the mid-term. We test product before 'reacting' and
committing to volume. When we do commit, given the speed to market,
we typically aim to hold just three weeks of stock, supporting a
cleaner stock profile. Despite the higher sourcing costs that small
batch sizes incur, the high customer demand and full-price mix
means the product generates higher gross margin.
Our obsession with speed spans our
entire portfolio, and is indicative of an evolution in our broader
culture. The development of flexible fulfilment models, Partner
Fulfils and ASOS Fulfilment Services ('AFS'), enables us to be more
agile in how we collaborate with our partner brands while bringing
our customers 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). As planned, we successfully doubled the share
of third-party gross merchandise value (GMV) to c.5% and the number
of brands using flexible fulfilment to c.100 over FY24.
2. We're faster and more agile, after reducing our
cost to serve, removing waste and improving our use of
data
It is critical that we invest in
the areas that matter most to our customers. We have simplified
processes and removed wasted time and cost to reinvest into
productive commercial activities. This has laid the foundations for
future growth without sacrificing margins - in other words, to be
able to deliver sustainable, profitable growth.
While there are many initiatives
driving improvement, it is worth highlighting our progress in two
particular areas - our logistics operations and customer returns -
which helped improve our distribution and warehousing cost ratios
by a combined c.200bps in FY24, despite volume
deleverage.
In logistics, we have undertaken a
significant transformation rationalising excess space and
rebuilding our processes with increased visibility and speed to
bring our customers a better experience. This was driven by a range
of initiatives, reflecting our shift in business culture
prioritising continuous improvements, such as:
·
Improved customer experience: Through better use
of granular and near-time data to identify trends and patterns in
our delivery experience, we have halved the percentage of orders
that were missing our customer delivery promise over the last
eighteen months, significantly improving our customer experience
while reducing our costs.
· Warehouse optimisation: We lowered our variable warehousing
costs through increased automation, reducing our labour cost per
unit by c.10%, whilst the reduction in stock levels has enabled the
consolidation of our warehouse infrastructure, reducing fixed costs
by c.25%.
·
Delivery cost efficiencies: Through optimising
our delivery partners and renegotiating contracted rates, we have
lowered our variable delivery costs. The cessation of split orders
from our two UK distribution centres in H1 FY23, alongside improved
rates from carriers, has further reduced our distribution
costs.
Minimising unnecessary returns
remains a central focus for ASOS. During our rapid expansion
period, we focused on reducing the friction in the returns process
to maximise the customer experience. More recently, we have turned
our attention to lowering the returns rate and eliminating needless
pain points for our customers. This has involved making
improvements to our size and fit and how clothing and accessories
are displayed on product pages, including greater use of videos and
360 imagery as well as introducing AI to better understand and
address reasons for returns, creating a feedback loop for
improvement. As an e-commerce business, we understand that there is
such a thing as 'good returns' that enhance the customer
experience, and we continue to offer free returns to all customers
in our core markets. For customers with an exceptionally high
returns rate, this is now subject to keeping to a minimum net order
threshold.
There is still work to do in this
area, but we have been pleased to see these initiatives begin to
have a positive impact for our customers, reducing our underlying
returns rate by more than 1ppt YoY.
3. We're better placed to deliver great customer
experiences
In the past, ASOS built its growth
through an ambitious geographic expansion. This created a wide base
of customers globally, but with a relatively small share of wallet.
The growth engine of the coming years will be our core customers in
our core markets. This means strengthening our relationship with
customers, bringing more engagement and excitement to take a
greater share of wallet and greater penetration of our core
demographic.
In the UK, we have our highest
brand awareness, our greatest penetration of our core demographic
and our highest share of wallet. On average our UK customers spend
£214 per annum at ASOS and our returning customers (i.e. excluding
customers acquired during the year) shop on average seven times per
annum. In the initial stages of our transformation, we saw two
clear headwinds to order frequency and churn: i) reduction in
intake to clear through excess stock carried forward, meaning less
new and exciting product; ii) heightened levels of clearance which
detracted from the overall experience and attracted non-core ASOS
shoppers making one-off purchases to take advantage of discounts
being offered.
Outside the UK, our brand
awareness is significantly lower as is our order frequency and
average customer spend. In these markets we have also undertaken a
more significant rebalancing of the customer proposition to invest
in the areas that really matter to our customers. This has meant a
shift away from differentiating through our delivery and returns
proposition and into product and inspiration. This journey will
take time to bear fruit, but we believe by creating win-win
relationships with our customers we can both improve our
profitability and grow.
These headwinds also made our
marketing investment less efficient during this transition, driving
traffic towards a sub-optimal customer experience. However, we made
significant optimisations in our performance media model, allowing
us to reduce investment year-on-year while delivering a net
positive impact on variable contribution generated through
performance channels. We were able to identify and remove
inefficient spend from paid search, social and affiliate channels
leading to an increase in media return on advertising spend (ROAS)
at Group level of +18% in Q4.
Concurrently, we have rebalanced
our marketing investment towards brand marketing. In order to build
lasting, engaged relationships with our core customers we need to
deliver consistent brand messaging both on-and-off-site. Having
tested a variety of marketing approaches earlier in the year,
including full funnel campaigns, we found our always-on influencer
programme to be the most effective and efficient, which following
successful testing, we scaled to working with c.1,500 influencers
per month by the end of the year. This meant we spent less than the
£30m incremental brand budget initially planned.
In recent months, we have also
seen improved customer engagement. As we have removed clearance
stock from our site, increased newness and rolled out our social
media and influencer marketing programme, we have seen improving
customer reactivations and retention. As we have improved the
reliability of our delivery proposition, we have also seen
improvements in our corresponding Net Promoter Scores (NPS) which
demonstrates the focus on strengthening our core customer
proposition.
Underpinned by efficient and disciplined capital
allocation
Our strategy is underpinned by
efficient capital allocation, allowing us to invest behind our
strengths in a disciplined way, and relentlessly removing waste to
invest into opportunity. At the beginning of FY25 we announced
three key updates which significantly increased our balance sheet
strength and financial flexibility:
i)
TSTM JV: In October 2024,
we formed a joint venture (JV) with Heartland A/S that purchased
the Topshop and Topman brands, with Heartland A/S taking a 75%
stake for £135m cash consideration. Through the JV, we continue to
be part of the brands' future potential while improving the
efficiency of our capital allocation today. We will explore new
opportunities, both online and offline, to bring the best of TSTM
to customers globally, providing an exciting growth avenue. Within
the next six months, we will re-launch Topshop.com, giving the
brand an opportunity to further expand its customer
base.
ii)
Convertible bond
re-financing: We successfully extended our maturity profile
while reducing our net debt through the placement of convertible
bonds due 2028 and concurrent repurchase of outstanding convertible
bonds due 2026 at a discount to par. This was funded, in part, by
the sale of a majority stake in TSTM, demonstrating our focus on
efficient capital allocation.
iii) Bantry Bay re-financing: We also
announced an amendment and extension of our existing facilities
agreement with Bantry Bay Capital to May 2027, with an option for a
12 month extension. As part of the amendment, we switched £50m of
term loan into a flexible facility to effectively reduce our
blended interest rate as we improve our financial
flexibility.
During the year we also continued
the evolution of our leadership team to prepare for the next Phase
of our journey. We welcomed Anthony Ben Sadoun as our first EVP
Digital Product in February, Dave Murray as CFO in April, and Ras
Vaghjiani as EVP of People Experience in July. We also welcomed
Rishi Sharma as Interim General Counsel and Company Secretary in
May (Emma Whyte is on maternity leave), and Hugh Williams as
Interim EVP Technology in June.
Where are we going?
The last two years have
necessarily been focused on putting the right foundations in place.
As we enter FY25, we now feel that the major blocks of our
foundations are largely in place. While we will maintain our
obsession with operational efficiency and speed, our focus is
increasingly weighted towards relentlessly improving on the pillars
of our Right to Win - the best & most relevant product, being a
destination for style, delivering an engaging customer journey, and
competitive convenience - in order to delight our customers so much
that they give us more of their time, love, and fashion
spend.
We believe that delighting our
customers is the best way to build a good economic business.
Delighting customers is not delivered through a solitary action,
but by putting customers at the heart of everything we do.
Internally, we now talk about our growth strategy by planting
seeds. We want to model bamboo, with strong roots that first grow
deep and allow the plant to then grow sustainably for many years,
staying strong. These 'seeds' can be something as small as a new
feature on our site such as 'Buy the Look' (which 14m customers
engaged with last year) or the addition of an exciting new brand.
We have also begun to cultivate a culture of innovation, instilling
in our teams the desire to plant seeds, minimising risk by testing
before committing. We have already begun to plant many of the seeds
across our four pillars that will underpin the next chapter of our
transformation:
1. Best &
most relevant
product: While Test & React has
been pivotal to improving inventory management, it also transforms
our fashion offering, ensuring we are the first place that
customers can access the best product. With the support of AI, we
will further scale Test & React from 10% to 20% of own-brand
sales over FY25. We successfully tested AFS with our first brand
over FY24 and will expand further in FY25. We recently appointed a
new Partner Brands Director, Shazmeen Malik, to lead our partner
brand team and we will create a brand acquisition team to focus on
bringing exciting new partners to our platform following the launch
of Arket, Veja and Mango Man.
2. Destination for
style: Following the appointment of
Anthony Ben Sadoun as our first EVP of Digital Product, we have
begun to transform our Technology and Digital Product models,
reorganising into smaller, autonomous units aligned to customer
focus areas. We're adding 100 software engineers, increasing our
capacity by 25% to empower faster innovation of our on-site
customer experience with the cost off-set through the
simplification of our structure.
3. Engaging customer journey:
We have improved the efficiency of our marketing
activity through the optimisation of our performance marketing
model and have already begun deploying these savings into our
social media and influencer marketing to communicate our fashion
message efficiently and consistently off-site as well as on-site.
Over Q4, we have seen a 14% increase in our earned media value and
will continue to scale our programme over the next 12 months. We
will also test incentives to improve customer loyalty, including
the launch of a new loyalty programme in H2 FY25. Finally, the
launch of Topshop.com will provide customers a destination for the
brand beyond the current ASOS ecosystem.
4. Competitive
convenience: Our work on size and
fit and the use of AI to learn from our customer experience has had
a positive impact on our underlying returns rate. We will continue
to improve the convenience of our customer experience by tackling
the causes of unnecessary returns.
Outlook and guidance
In FY25, the benefits of our new
commercial model will become increasingly apparent. As such, we
expect FY25 gross margin improvement of at least 300 bps to more
than 46%, and adjusted EBITDA growth of at least 60% to £130m to
£150m. While the TSTM JV is expected to have a £10m to £20m
negative adjusted EBITDA impact in its first year of operation, it
will be increasingly EBITDA accretive over time. We expect FY25
free cash flow to be broadly neutral, with capex of c.£130m and
cash interest of c.£35m.
We will continue to focus on
managing the inputs that will drive sustainably profitable revenue
growth. Over H1 FY25, we expect a continuation of current revenue
trends - strong performance of new intake offset by decline in
sales of older stock from significantly lower stockholding,
resulting in an overall sales decline. For FY25, we expect revenue
to be within consensus range7. As a result of the
significantly higher mix of full-price sales and the decisive
actions taken to improve order economics, we are confident in
achieving significant profit improvements in H1 FY25 and the full
year regardless of revenue levels.
Our core focus remains
sustainable, profitable growth. In the mid-term we continue to
expect to generate adjusted EBITDA sustainably ahead of capex,
interest, tax and leases, with revenue growth and an adjusted
EBITDA margin of c.8%. Our new commercial model can drive
materially higher gross margin towards c.50% through higher
full-price sales mix and flexible stock models, which also benefit
our inventory days. Our focus on efficient capital allocation will
bring our capex down to 3% to 4% of sales, over time, we anticipate
that our improving profitability and cash flow will also reduce our
net debt and interest levels.
Notes
1. Numbers throughout this
section are subject to rounding.
2. The alternative
performance measures used by ASOS are explained, defined and
reconciled to statutory measures in the Alternative Performance
Measures note at the end of the Financial Statements.
3. Adjusted revenue
includes retail sales and income from other services, excluding
non-underlying jobber income.
4. Like-for-like ('LfL')
adjusted revenue are adjusted for the impact of foreign exchange
translation (constant currency sales) and the impact of four
additional trading days in FY23
5. Cost to serve defined as
operating expenses (excluding depreciation, amortisation,
impairments and adjusting items) as a percentage of adjusted
revenue.
6. The arrangement with
Heartland, whilst referred to as a joint venture throughout this
report, will be accounted for as an associate, as detailed in note
20 of the Financial Statements.
7. Company compiled
consensus range for FY25 revenue growth of -9% to +6%, as of 31
October 2024.
Financial review
Revenue growth figures are expressed on a constant currency
(CCY) or like-for-like (LFL) basis unless otherwise indicated.
1,2
|
Period to 1 September
2024
|
£m
|
UK
|
EU
|
US
|
Rest of
World
|
Total
reported
|
Adjusting
items3
|
Total
adjusted
|
Retail
sales4
|
1,270.4
|
977.8
|
298.2
|
214.1
|
2,760.5
|
-
|
2,760.5
|
Income from other
services5
|
63.2
|
30.6
|
40.6
|
10.9
|
145.3
|
(9.8)
|
135.5
|
Total revenue
|
1,333.6
|
1,008.4
|
338.8
|
225.0
|
2,905.8
|
(9.8)
|
2,896.0
|
Cost of sales
|
|
|
|
|
(1,743.3)
|
104.6
|
(1,638.7)
|
Gross profit
|
|
|
|
|
1,162.5
|
94.8
|
1,257.3
|
Distribution expenses
|
|
|
|
|
(326.1)
|
-
|
(326.1)
|
Administrative expenses
|
|
|
|
|
(878.1)
|
25.0
|
(853.1)
|
Other income
|
|
|
|
|
2.0
|
-
|
2.0
|
EBITDA
|
|
|
|
|
(39.7)
|
119.8
|
80.1
|
Depreciation, amortisation
and impairments
|
|
|
|
|
(292.2)
|
130.6
|
(161.6)
|
Operating loss
|
|
|
|
|
(331.9)
|
250.4
|
(81.5)
|
Finance income
|
|
|
|
|
12.0
|
-
|
12.0
|
Finance expense
|
|
|
|
|
(59.4)
|
2.9
|
(56.5)
|
Loss before tax
|
|
|
|
|
(379.3)
|
253.3
|
(126.0)
|
During the 52 weeks to 1 September
2024 ("the period") the Group realised an adjusted loss before tax
of £126.0m as sales were impacted by continued challenges in the
market, including higher cost of living pressures, and the volume
impact of profit initiatives taken in FY23 under our Driving Change
agenda, alongside new programmes implemented in the current
financial period.
As in the first half of the
period, the focus of these changes continued to be on improving
stock-health and clearing aged inventory to improve cash flow and
provide an efficient, sustainable operating model into future
periods. While impacting top-line growth, these initiatives
simultaneously provided material, ongoing savings throughout our
cost base.
The reported loss before tax of
£379.3m for the period includes adjusting items totalling £253.3m.
Property-related initiatives account for £144.4m, including the
mothballing of our Lichfield fulfilment centre, as announced in our
FY23 results. The majority of the expenditure under this programme
is the non-cash impairments of tangible, intangible and
right-of-use assets.
Outside of the Lichfield
programme, other adjusting items include £94.8m relating to
exceptional stock write-off programmes. The remaining £14.1m
primarily relates to the amortisation of intangibles associated
with the Arcadia brands.
During the previous financial year
we aligned our internal and external reporting periods to increase
reporting efficiency. As a result of this change the previous
reporting period had four additional trading days compared to the
current financial year. The impact of this on Group sales growth
was c.1.4% and the associated profit and cash flow impact is
immaterial.
Adjusted EBITDA in FY24 is £80.1m,
a reduction of £44.4m vs the £124.5m achieved in FY23, primarily a
product of the lower revenues and increased discounting to clear
aged stock, mitigated in part by the strong progress made on
reducing our cost to serve.
Revenue
|
Period to
1 September 2024
|
Period
to
3 September 2023
|
Change
|
Active customers
(m)6
|
19.6
|
23.3
|
(16%)
|
Average basket value
(£)7
|
41.07
|
40.33
|
2%
|
Average basket value CCY
(£)8
|
41.21
|
40.33
|
2%
|
Average order
frequency9
|
3.43
|
3.59
|
(4%)
|
Total shipped orders
(m)
|
67.2
|
83.7
|
(20%)
|
Total visits (m)
|
2,252.4
|
2,661.3
|
(15%)
|
Conversion10
|
3.0%
|
3.1%
|
(10bps)
|
Total LFL sales declined by
16%2 as a result of the continued impact from
annualising the actions taken during FY23 to improve profitability,
combined with challenging conditions across our key markets and the
impact of a number of new initiatives focused on driving improved
profitability.
Active customers declined 16%
year-on-year (YoY), continuing trends seen in previous periods as
we focus on improving the profitability of our customers. This
changing dynamic is in part evidenced by the increase in Average
Basket Value (ABV) which rose 2% on a full-year basis.
In addition to the impact of lower
active customers and general market factors, visits performance was
also impacted by changes to our performance marketing approach in
H2 FY24, with optimisations made to the model allowing us to reduce
investment whilst delivering a net positive impact on variable
contribution.
During H2 FY24 we introduced a net
order threshold on free returns for customers with excessive
returns in France, Germany and the US. This programme aims to
improve profitability within a small group of customers; it does
however provide a small headwind in revenue, as we make fewer, more
profitable sales.
Performance by market
United Kingdom
|
Period to
1 September 2024
|
Total Sales
|
-14% (-12%
LFL)
|
Visits
|
-14%
|
Orders
|
-18%
|
Conversion
|
-30bps
|
ABV
|
+4% (+4%
CCY)
|
Active Customers
|
7.0m
(-13%)
|
Sales in the UK declined by 12%
YoY2 against a difficult consumer backdrop as a result
of the cost of living challenges which particularly impacted the
fashion retail sector.
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. When combined with a step-back on
conversion this led to an 18% decline in orders. In contrast ABV
performed well, +4% YoY, indicating that profit actions are
positively influencing customer behaviour to underpin basket
economics.
At the beginning of H2 FY24 we saw
similar YoY trends as during H1 however as stock health improved,
Q4 FY24 began to show a more promising trajectory on revenue,
demonstrating clear demand for our full-price stock.
Europe
|
Period to
1 September 2024
|
Total Sales
|
-14% (-13%
LFL)
|
Visits
|
-16%
|
Orders
|
-17%
|
Conversion
|
flat
|
ABV
|
+4% (+5%
CCY)
|
Active Customers
|
9.0m
(-11%)
|
Visits were challenging in our
European markets, down (16%) YoY with weaker consumer demand,
combined with tough competition and continued promotional
aggression in these markets.
Despite the impact on conversion
from actions taken as part of our Driving Change agenda as well as
the new initiatives in FY24, conversion remained resilient, flat
YoY. This, combined with the improved ABV, +5% YoY, led to some
mitigation to the visit performance, with sales declining by 13%
YoY2.
United States
|
Period to
1 September 2024
|
Total Sales
|
-32% (-28%
LFL)
|
Visits
|
-23%
|
Orders
|
-31%
|
Conversion
|
-20bps
|
ABV
|
-3% (+1%
CCY)
|
Active Customers
|
2.1m
(-27%)
|
Total US sales fell by 28%
YoY2, with H2 FY24 back by 33%, reflecting the more
restrained approach to paid media spend alongside the continued
market weakness and the strong competition bolstered by high levels
of promotional aggression, which combined led to a 23% decline in
visits.
Conversion declined 20bps YoY as a
result of the wide-ranging actions taken throughout FY23 to improve
the region's profitability, alongside the introduction of a free
returns threshold for some customers towards the end of
FY24.
Rest of World
|
Period to
1 September 2024
|
Total Sales
|
-29% (-30%
LFL)
|
Visits
|
-13%
|
Orders
|
-38%
|
Conversion
|
-40bps
|
ABV
|
+7% (+5%
CCY)
|
Active Customers
|
1.4m
(-36%)
|
Rest of World ('RoW') sales fell
by 30% YoY2 reflecting the annualisation of the
widespread profitability measures outside our core geographies
which were implemented during FY23, including price increases and
changes to our delivery proposition. This has primarily manifested
in reduced conversion, 40bps back YoY, leading to a reduction in
orders of 38%.
ABV has continued to be strong in
the period, up 7%, building on the double-digit ABV increase
already achieved last financial year.
Gross margin
Adjusted gross margin3
fell 80bps YoY to 43.4%. Strong H2 performance (+120bps YoY)
mitigated some of the declines reported in H1, where increased
discounting as part of our planned activities to accelerate
clearance of old and aged stock led to a 260bps decline vs H1
FY23.
Building on the strategic trading
decisions taken in H1 FY24 to improve profitability we further
optimised our discounting through H2, improving the profitability
of our best performing stock, whilst continuing to clear through
old and aged stock. As in H1 we have achieved this in part through
increased use of promo exclusions, ensuring we protect fast-selling
full price stock. At the beginning of Q4 we began testing
suppression of some of our oldest stock; increasing the full price
mix and ensuring that we continued to target on-site discounting to
clearance lines that remained seasonally relevant and interesting
to our consumers.
These tests demonstrated the
significant gross-margin gains we anticipate as part of our new
operating model with H2 FY24 adjusted gross margin c.640bps higher
than H1.
Based on the success of these
tests, a decision was taken at the end of the period to recognise
an exceptional stock-provision against this stock. This will allow
us to operate fully on the new operating model from FY25 onwards -
with the provision for stock cleared through off-site channels
established during the previous financial year.
Reported gross margin was 40.0%
(110bps lower than FY23) with the key difference vs adjusted gross
margin being the impact of the stock write-off
programmes.
Operating expenses
Despite an overall volume decline,
adjusted cost to serve fell to 40.7% of sales demonstrating the
significant progress in improving our operating efficiencies and
reducing fixed costs.
£m
|
Period to
1 September 2024
|
% of
sales11
|
Period
to
3 September 2023
|
% of
sales11
|
Change
in £ Value
|
Distribution costs
|
(326.1)
|
(11.3%)
|
(429.7)
|
(12.1%)
|
24.1%
|
Warehousing
|
(311.1)
|
(10.7%)
|
(416.4)
|
(11.8%)
|
25.3%
|
Marketing
|
(190.5)
|
(6.6%)
|
(195.0)
|
(5.5%)
|
2.3%
|
Other operating costs
|
(351.5)
|
(12.1%)
|
(400.4)
|
(11.3%)
|
12.2%
|
Adj. Cost to serve
(excl. D&A)
|
(1,179.2)
|
(40.7%)
|
(1,441.5)
|
(40.8%)
|
18.2%
|
Depreciation and
amortisation
|
(161.6)
|
(5.6%)
|
(152.9)
|
(4.3%)
|
(5.7%)
|
Adj. operating costs
|
(1,340.8)
|
(46.2%)
|
(1,594.4)
|
(45.1%)
|
15.9%
|
Adjusting Items
|
(155.6)
|
(5.3%)
|
(115.1)
|
(3.2%)
|
(35.2%)
|
Total operating costs
|
(1,496.4)
|
(51.5%)
|
(1,709.5)
|
(48.1%)
|
12.5%
|
Distribution costs at 11.3% of
sales decreased by 80bps YoY. Lower volumes provided a headwind,
reducing the benefit from volume-based rebates. However as a result
of the optimisation of our UK fulfilment operations in FY23 to
avoid split orders and improved rates from carriers, secured
through consolidating volume into key strategic partners in each
region, we were successful in not only mitigating these costs, but
delivering a saving versus the previous year.
Warehouse costs as a percentage of
sales decreased by 110bps YoY to 10.7% despite the deleveraging of
fixed costs from reduced volumes. Initiatives from our Driving
Change agenda in FY23 annualised in the first half providing a
strong start to the year and further improvements in the efficiency
across our fulfilment network, combined with the benefits from
reduced fixed costs following the closure of the Lichfield
fulfilment centre and the Selby returns centre, supported us to
deliver cost reductions that outpaced the volume
decline.
Marketing costs decreased by 2.3%
YoY. However, as a result of increased full-funnel marketing, the
impact of volume deleverage and an increase in the paid-visit mix,
as a percentage of revenue, it increased 110bps YoY to 6.6%.
Towards the end of the year we made significant optimisations in
our performance media model which enables us to reduce investment
while delivering an increased variable contribution and supports
further investment in our full-funnel strategy. As part of this
strategy, we have scaled our influencer programme, working with an
average of c.1,500 influencers per month by the end of the
year.
Other operating costs fell by
£48.9m or 12.2% YoY. The reduction represents the continued
benefits from right-sizing our fixed cost base throughout FY23,
alongside continued management focus on driving profitability
supported by controlling costs. Headcount was 3.5% lower at the end
of the period compared to FY23, and has now fallen by c.14% vs the
FY22 closing position. Transaction costs have reduced by £17.3m
both as a result of lower volumes as well as improved terms with
key payment providers. Technology spend reduced by £4.9m despite
inflationary pressure as a result of continued focus on driving
efficiency in this spend area.
Depreciation and amortisation
costs (excluding adjusting items) as a percentage of sales
increased by 130bps YoY. In addition to the deleveraging impact of
lower revenue, 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 £56.5m was incurred compared to £46.3m in FY23.
This reflected rising interest rates (SONIA remained at c.5.2%
throughout the period, vs an average of c.3.7% in FY23) as well as
a higher margin payable post the May 2023 refinancing.
Finance income of £12.0m includes
interest earned on deposits at financial institutions, an increase
of £5.0m YoY. This increase was primarily a result of the rising
global interest rate environment, seen in finance expenses;
alongside improved efficiency in investing excess cash
deposits.
Taxation
The reported effective tax rate is
10.7% based on the reported loss before tax of £379.3m. This is
lower than the FY23 effective tax rate of 24.8% due to the effect
of unrecognised deferred tax assets on losses in the current
period.
Earnings per share
Both basic and diluted loss per
share were 284.4p (FY23: basic and diluted loss per share of
213.0p). The higher loss per share is a function of increased loss
for the period of £338.7m (FY23: £223.1m). 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 1 September 2024.
Free cash flow
£m
|
Period to
1 September 2024
|
Period
to
3 September 2023
|
AEBITDA
|
80.1
|
124.5
|
Share-based payments and other
non-cash items included in AEBITDA
|
2.6
|
7.0
|
Cash impacting adjusting
items
|
(20.2)
|
(53.4)
|
Income tax received
|
10.3
|
18.3
|
Decrease in inventory (excl.
swo)12
|
143.1
|
180.4
|
Decrease/(increase) in other
working capital13
|
12.1
|
(260.4)
|
Operating cash flow
|
228.0
|
16.4
|
Purchase of property, plant &
equipment and intangible assets
|
(133.5)
|
(177.9)
|
Payment of lease liabilities
(principal)
|
(25.5)
|
(22.4)
|
Interest received
|
11.3
|
4.5
|
Interest paid
|
(42.6)
|
(33.6)
|
Free cash flow
|
37.7
|
(213.0)
|
Issuance of equity
|
-
|
77.6
|
Proceeds from borrowings & RCF
drawdown
|
-
|
450.0
|
Repayment of borrowings
|
(0.5)
|
(251.7)
|
Refinancing fees
|
-
|
(30.8)
|
Cash flow
|
37.2
|
32.1
|
There was a free cash
inflow14 (before items relating to financing) of £37.7m
for the period, an improvement of £250.7m YoY with a further
reduction in inventory (excluding the impact of the exceptional
stock write-off) driving a £143.1m inflow (FY23: £180.4m) during
the period.
Cash was used to fund capital
investments of £133.5m, a reduction of £44.4m (25.1%) YoY with
spend lower across both intangible assets and property, plant and
equipment. This figure includes £17.1m of spend in the period
relating to the Lichfield fulfilment centre which has subsequently
been impaired; excluding this, capital investment would total
£116.4m for the period.
Net debt, refinancing and liquidity
£m
|
Period to
1 September 2024
|
Period
to
3 September 2023
|
Convertible bond (fair value of
debt component)
|
478.1
|
464.4
|
Term loan & RCF, including
accrued interest
|
190.2
|
184.8
|
Nordstrom loan
|
19.8
|
20.4
|
Put option
liability15
|
-
|
3.2
|
Borrowings
|
688.1
|
672.8
|
Cash & cash
equivalents
|
(391.0)
|
(353.3)
|
Net debt (excluding lease liabilities)
|
297.1
|
319.5
|
Excluding lease liabilities, net
debt at 1 September 2024 was £297.1m, a reduction of £22.4m in the
period, with the free cash inflow of £37.7m partially offset by
debt movements relating to the non-cash unwind of the effective
interest rate on the convertible bond, and the unwind of
capitalised fees on the term loan.
Cash and undrawn facilities
totalled £408.2m at 1 September 2024 (FY23: £428.3m) and included
cash and cash equivalents of £391.0m (FY23: £353.3m). The strong
progress on inventory in the period has continued to reduce the
available RCF under the Bantry Bay facility to £17.2m which remains
undrawn (FY23: £75.0m).
Post balance sheet events
On the 5 September 2024 we
announced the sale of the Topshop and Topman brands to a subsidiary
of Heartland A/S, as well as a refinancing programme resulting in
the repurchase of £173.4m of convertible bonds due 2026 and the
exchange of £253.0m into new convertible bonds due 2028. As a
result of these transactions ASOS' net debt position will reduce by
c.£130m. Refer to note 20 of the financial statements for more
information.
Dave Murray
Chief Financial Officer
Notes
1. Numbers throughout this
section are subject to rounding.
2. Constant currency (CCY)
sales includes retail sales, and income from other services,
adjusted for the impact of foreign exchange translation.
Like-for-like (LFL) sales reflect constant currency sales adjusted
for the impact of four additional trading days in FY23.
3. The adjusting items are
explained in note 3 of the financial statements. Reconciliations
between statutory measures and their associated APMs can be found
below.
4. Retail sales are
internet sales recorded net of an appropriate deduction for actual
and expected returns, relevant vouchers, discounts and sales
taxes.
5. Income from other
services comprises of delivery receipt payments, marketing
services, commission on partner-fulfilled sales, revenue from
wholesale sales, and income from jobber and other clearance
channels.
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 for all lines other than 'Total operating costs' which is
expressed as a percentage of reported revenue.
12. Stock-write-offs associated
with our Driving Change agenda, accounted for a £130.0m reduction
in inventory during FY23 and £104.6m in FY24.
13. Includes working capital
movements associated with adjusting items; a breakdown is included
below.
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.
15. Reclassified to other payables
during FY24.
Investor and analyst meeting:
The group will be hosting an
in-person presentation for analysts at 10.30am 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 +44208 080 6591 and
use Meeting ID: 810 1611 2586
followed by a #. 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:
|
|
Emily MacLeod, ASOS Head of
Strategy and 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 20-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 over 600
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,
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.
1
GENERAL INFORMATION
The financial information
contained within this preliminary announcement for the periods from
4 September 2023 to 1 September 2024 and 1 September 2022 to 3
September 2023 do not comprise statutory financial statements
within the meaning of section 434 of the Companies Act 2006.
Statutory accounts for the period to 3 September 2023 have been
filed with the Registrar of Companies and those for the period to 1
September 2024 will be filed following the Company's annual general
meeting. The auditors have reported on the 2024 accounts: their
report was (i) unqualified, (ii) did not include a reference to any
matters to which the auditors drew attention by way of emphasis
without qualifying their report and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act
2006.
ASOS Plc ("the Company") and its
subsidiaries (together, "the Group") is a global fashion retailer.
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 52 weeks to 1 September 2024 (prior financial period: 1
September 2022 to 3 September 2023). The financial information
comprises the results of the Company and its
subsidiaries.
Within these preliminary financial
statements, "2024" refers to the 52 weeks to 1 September 2024, or
as at 1 September 2024; and "2023" refers to the financial period 1
September 2022 to 3 September 2023, or as at 3 September
2023.
2 MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES
2.1 Basis of preparation
The consolidated financial
statements have been prepared in accordance with UK-adopted
International Financial Reporting Standards (IFRS) and with the
requirements of the Companies Act 2006 and the Listing Rules as
applicable to companies reporting under those standards.
The financial statements have been
prepared under the historical cost basis of accounting, excluding
derivative financial instruments which are held at fair value. The
financial statements are presented in sterling and all values are
rounded to the nearest million pounds except where otherwise
indicated.
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 February 2026.
In assessing the Group's going
concern position, the Directors have considered the Group's
detailed budgeting and 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 trading performance and
cost implications in the market based on current agreements, market
experience and consumer demand expectations. In conjunction with
this, the Directors considered the Group's business activities and
principal risks, reviewing the Group's cash flows, liquidity
positions and borrowing facilities for the going concern
period.
At 1 September 2024, the Group was
fully drawn on the £200m term loan with Bantry Bay, and had an
undrawn Revolving Credit Facility ("RCF") of £17m, with a maturity
of April 2026, along with £500m convertible bonds with a maturity
of April 2026. The review included the continued availability of
borrowings following the post balance sheet repurchase, amendment
and extension of both the convertible bond and Bantry Bay debt
facilities, details of which can be found in Note 20. Following the
partial term loan repayment and changes to the Bantry Bay
agreement, the assessment included an opening balance of drawn
Bantry Bay debt facility of £150m (with equivalent undrawn RCF of
£29m) and £327m of convertible bonds (of which £74m held a maturity
date of April 2026) within the liquidity forecast.
The Group has previously been
subject to a minimum liquidity threshold of £90m, which has been
removed as part of the new agreement and therefore the only
covenant applicable, and primary test in the assessment, is that
the Group must remain in a positive liquidity position.
Key assumptions -
forecasting business cash flows
The assessment of the Group's
going concern position required significant management judgement,
including in determining the key assumptions that have the greatest
impact on forecasts of future business performance and the range of
reasonably possible outcomes of those assumptions. The economic
environment has remained challenging throughout FY24 with cost of
living pressures continuing to impact
customer spending and sentiment, however there have been
improvements experienced in both the macro environment and ASOS
share performance in Q4 of FY24. The future impact that the
economic environment will have on ASOS performance however is
uncertain, so 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.
2 MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES - CONTINUED
The assumptions considered include
the full transition to the Group's new commercial model, as well as
a sustained marginal recovery in the macro trading environment,
with the online fashion market assumed to experience low single
digit % growth on an aggregated basis across the Group's key
territories. The base case assumes a less aggressive share loss in
FY25 than experienced in FY24 owed to recent performance and the
success of the adoption of the new commercial model, with assumed
ASOS sales growth rates of -5% to -10%, returning to double digit
YoY growth by the end of the assessment period. Improvements in
adjusted gross margin of at least 300bps vs FY24 are assumed during
FY25 with further YoY growth in H1 FY26 of c.200bps. These
forecasted cash flows include the ongoing impact
of the disposal of the Topshop and Topman brands from the
Group.
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
considered across both FY25 and H1 FY26, with the greater degree of
assumption-based improvements and subsequent volatility in the
outer periods commanding more severe downside sensitivities.
Sensitivities mapped against the base case within the downside case
are highlighted below:
Downside vs base
case
|
FY25
|
H1 FY26
|
Sales
|
(8)%
|
(20)%
|
Gross
Margin
|
(320)bps
|
(400)bps
|
Working
Capital impact (average)
|
£(88)m
|
£(77)m
|
Should the Group see such
significant events unfold it has several mitigating actions it can
implement to manage its liquidity risk, such as deferring capital
investment spend, deferring or reducing stock intake to match the
sales reduction, 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 liquidity breach at any point in
the going concern period.
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 event. Such results would have to see over a 22% decline
in sales over the base case or an aggregate decline in gross margin
rate from the base case of over 550bps across the entire assessment
period. Both are considered remote based on results of previous
significant economic events and recent trading performance,
particularly on the basis that the Group is annualising the
challenging market conditions in FY24.
The Directors have also considered
the £74m convertible bonds that mature in April 2026 (outside of
the assessment window) and concluded that they can be repaid within
both a base case and downside scenario. The Group is also subject
to a springing maturity clause in the term loan facility in April
2026, conditional upon forward projection of base case cash flows,
which was also considered as part of the assessment and is not
expected to be triggered.
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 annual financial statements, with no
material uncertainty to disclose.
2.3 New accounting standards
The Group adopted the following
accounting standards and amendments during the year with no
material impact:
·
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 application of these new
interpretations and amendments did not have a material impact on
the financial statements.
2 MATERIAL ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATES - CONTINUED
The Group is assessing the impact
of the following standards, interpretations and amendments that are
not yet effective:
·
Amendments to the IFRS for SMEs Accounting
Standard - International Tax Reform - Pillar Two Model
Rules
·
Lease Liability in a Sale and Leaseback -
Amendments to IFRS 16 Leases
·
Classification of liabilities
as Current or Non-current and Non-current Liabilities with
Covenants - Amendments to IAS 1 Presentation of Financial
Statements
· Amendments to IAS 7 Statement of Cash Flows and IFRS 7
Financial Instruments: Disclosures - Supplier Finance
Arrangements
·
IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information
·
IFRS S2 Climate-related Disclosures
·
Lack of Exchangeability - Amendments to IAS 21
The Effects of Changes in Foreign Exchange Rates
· Amendments to the Classification and Measurement of Financial
Instruments - Amendments to IFRS 9 Financial Instruments and IFRS 7
Financial Instruments: Disclosures
·
IFRS 18 Presentation and Disclosure in Financial
Statements
·
IFRS 19 Subsidiaries without Public
Accountability: Disclosures
·
Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture - Amendments
to IFRS 10 Consolidated Financial Statements and IAS 28 Investments
in Associates and Joint Ventures
The Group has considered the
impact of the remaining above standards and revisions and has
concluded that they will not have material impact on the Group's
financial statements, with the exception of IFRS 18 which is under
review.
2.4 Alternative Performance Measures (APMs)
In the reporting of financial
information, the Directors use various APMs. These APMs 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.
The Directors believe that these
APMs provide additional useful information for understanding the
financial performance and health of the Group. They are also used
to enhance the comparability of information between reporting
periods (such as adjusted profit) by adjusting for non-recurring or
uncontrollable factors which affect IFRS measures, to aid users in
understanding the Group's performance. Consequently, APMs are used
by the Directors and management for performance analysis, planning,
reporting and incentive setting purposes.
The income statement shows the
items excluded from adjusted profit with a more detailed analysis
of the adjustments set out in Note 3. Other APMs that the Group has
focused on in the period are defined and reconciled within the
Alternative Performance Measures disclosures at the end of the
financial statements. All of the APMs relate to the current
period's results and comparative periods.
2.5 Significant accounting judgements and
estimates
The preparation of the Group's
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.
Key sources of estimation
uncertainty
The key sources of estimation
uncertainty at the reporting period end that may have a significant
risk of causing a material adjustment to the carrying amount of
assets and liabilities within the next financial period are as
below:
·
Impairment of non-financial assets - refer to
Note 11
·
Inventory valuation - refer to Note 12
·
Recognition of deferred tax assets - refer to
Note 6
The recognition of deferred tax
assets has been added as a key source of estimation uncertainty
this year.
Critical accounting judgements
Critical judgements, apart from
those involving estimations, that are applied in the preparation of
the consolidated Group financial statements are discussed
below:
·
Going concern - refer to Note 2.2
·
Identification of adjusting items - refer to Note
3
·
Lease term - refer to Note 10
3
ADJUSTED PROFIT BEFORE TAX
Critical accounting judgement - identification of adjusted
items
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 is not an IFRS
measure and therefore not directly comparable to other
companies.
Income statement
2024
|
Revenue
£m
|
Cost of sales
£m
|
Administrative
expenses
£m
|
Finance expenses
£m
|
Total before tax
£m
|
Tax
£m
|
Total
£m
|
|
Commercial operating model change
|
9.8
|
(104.6)
|
-
|
-
|
(94.8)
|
23.6
|
(71.2)
|
|
Property-related costs
|
-
|
-
|
(141.5)
|
(2.9)
|
(144.4)
|
36.1
|
(108.3)
|
|
Other
strategic initiatives
|
-
|
-
|
(3.4)
|
-
|
(3.4)
|
0.9
|
(2.5)
|
|
Amortisation of acquisition intangibles
|
-
|
-
|
(10.7)
|
-
|
(10.7)
|
2.7
|
(8.0)
|
|
Unrecognised deferred tax assets
|
-
|
-
|
-
|
-
|
-
|
(25.3)
|
(25.3)
|
|
|
9.8
|
(104.6)
|
(155.6)
|
(2.9)
|
(253.3)
|
38.0
|
(215.3)
|
|
|
2023
|
Revenue
£m
|
Cost of sales
£m
|
Administrative
expenses
£m
|
Finance
expenses
£m
|
Total before tax
£m
|
Tax
£m
|
Total
£m
|
|
Commercial operating model change
|
11.5
|
(130.0)
|
(14.7)
|
-
|
(133.2)
|
33.2
|
(100.0)
|
|
Property-related costs
|
-
|
-
|
(60.2)
|
(0.5)
|
(60.7)
|
15.2
|
(45.5)
|
|
Other
strategic initiatives
|
-
|
-
|
(24.6)
|
(6.4)
|
(31.0)
|
7.4
|
(23.6)
|
|
Amortisation of acquisition intangibles
|
-
|
-
|
(10.7)
|
-
|
(10.7)
|
2.7
|
(8.0)
|
|
Other
items
|
-
|
14.1
|
(4.9)
|
-
|
9.2
|
(2.3)
|
6.9
|
|
|
11.5
|
(115.9)
|
(115.1)
|
(6.9)
|
(226.4)
|
56.2
|
(170.2)
|
|
Cash
flow statement
The total cash flow impact of
adjusting items is as follows:
|
2024
£m
|
2023
£m
|
Commercial operating model change
|
0.2
|
3.5
|
Other
strategic initiatives
|
(20.4)
|
(56.9)
|
Total adjusting items within
operating cash flow
|
(20.2)
|
(53.4)
|
Commercial operating model change
During the prior period, 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 via clearance routes, resulting in
additional costs recognised in the prior period of
£133.2m.
The Group has been transitioning
to the new model throughout the period, utilising increased
discounting during the first half to accelerate the clearance of
aged stock. In the second half of the period, the Group tested the
suppression of remaining older stock to increase the full-price
sales mix in line with the new operating model principles. The
increases in gross margin were in line with those anticipated as
part of the new operating model. As a result, a decision was taken
to recognise a provision against this inventory with a view to
fully removing from the website and selling via clearance routes,
allowing the Group to operate fully on the new model from the
beginning of the next financial year.
Additional net costs were
recognised in the current period totalling £93.0m. The remaining
net cost of £1.8m relates to the sell through of inventory written
down in the prior period. Net expenditure incurred to date in
relation to the commercial model change totals £228.0m, across 2023
and 2024.
3
ADJUSTED PROFIT BEFORE TAX - CONTINUED
Property-related costs
Adjusted property-related costs
comprise the following, of which £141.8m relates to the closure of
the Lichfield fulfilment centre, announced during the current
period:
|
2024
£m
|
2023
£m
|
Impairment of property, plant and equipment (a)
|
(97.7)
|
(5.6)
|
Impairment of intangible assets (a)
|
(2.2)
|
(1.7)
|
Impairment of right-of-use assets (a)
|
(15.8)
|
(20.0)
|
Impairment of investment property (a)
|
(4.2)
|
(1.3)
|
Non-capitalised asset spend (b)
|
(16.5)
|
-
|
Onerous
occupancy costs (c)
|
(5.3)
|
(18.3)
|
Accelerated depreciation (d)
|
-
|
(7.6)
|
Recognition of net investment in lease receivable
(e)
|
4.4
|
-
|
Other
closure costs (f)
|
(7.1)
|
(6.2)
|
|
(144.4)
|
(60.7)
|
a) Impairment of assets following activity to vacate sites the
Group operates from, which for the current period predominantly
relates to the Group's Lichfield fulfilment centre. During the
current period, the Board approved the commencement of a process to
mothball the Lichfield fulfilment centre, following completion of
the automation project in this period. The site is not yet being
actively marketed, however during the period the Group commenced
and completed activities to vacate and mothball the site. The
recoverable amount for the Lichfield fulfilment centre was based on
its value-in-use, and determined to be £nil on the basis that the
site would be mothballed. Investment property amounts relate to
impairments on vacant office space.
b) Following activity to commence vacating the Lichfield
fulfilment centre 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 a lease on a site agreed to be
exited. 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.
e) During
the period, the Group sublet its distribution centre in Austell,
which had been vacated and therefore impaired in the prior period.
The sublet constitutes the remaining term of the lease and
therefore constitutes a finance lease under IFRS 16 "Leases". A
lease receivable (within other receivables on the balance sheet)
has therefore been recognised, with a net income statement gain of
£4.4m.
f) Includes costs associated with vacating sites, such as
severance and stock transfers, as well as business rates and
interest costs on vacant sites.
Other strategic
initiatives
After the period end date, on 5
September 2024, the Group announced that it had entered into a
binding agreement with a subsidiary of Heartland A/S to sell the
Topshop and Topman brand names from ASOS. Costs of £3.4m have
therefore been recognised, relating to consultancy and other
professional costs. The transaction subsequently completed on 9
October 2024. Refer to Note 20 for more information.
Amortisation of acquired intangible assets
Amortisation of acquired
intangible assets is adjusted for as acquisitions are 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.
Unrecognised deferred tax assets
Deferred tax assets of £52.3m were
not recognised in the period and were instead recognised in the
income statement. Of the amounts unrecognised, £25.3m was
attributed to losses excluded from 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:
|
2024
|
|
UK
£m
|
EU
£m
|
US
£m
|
Rest of World
£m
|
Total
£m
|
Retail
sales
|
1,270.4
|
977.8
|
298.2
|
214.1
|
2,760.5
|
Income
from other services
|
63.2
|
30.6
|
40.6
|
10.9
|
145.3
|
Total
revenue
|
1,333.6
|
1,008.4
|
338.8
|
225.0
|
2,905.8
|
Cost of
sales
|
|
|
|
|
(1,743.3)
|
Gross
profit
|
|
|
|
|
1,162.5
|
Distribution expenses
|
|
|
|
|
(326.1)
|
Administrative expenses
|
|
|
|
|
(1,170.3)
|
Other
income
|
|
|
|
|
2.0
|
Operating
loss
|
|
|
|
|
(331.9)
|
Finance
income
|
|
|
|
|
12.0
|
Finance
expenses
|
|
|
|
|
(59.4)
|
Loss before
tax
|
|
|
|
|
(379.3)
|
Non-current
assets1
|
668.6
|
175.0
|
183.2
|
-
|
1,026.8
|
|
|
|
|
|
|
|
2023
|
|
UK
£m
|
EU
£m
|
US
£m
|
Rest of World
£m
|
Total
£m
|
Retail
sales
|
1,494.6
|
1,127.3
|
443.6
|
322.7
|
3,388.2
|
Income
from other services
|
59.8
|
29.4
|
57.5
|
14.6
|
161.3
|
Total
revenue
|
1,554.4
|
1,156.7
|
501.1
|
337.3
|
3,549.5
|
Cost of
sales
|
|
|
|
|
(2,090.5)
|
Gross
profit
|
|
|
|
|
1,459.0
|
Distribution expenses
|
|
|
|
|
(429.7)
|
Administrative expenses
|
|
|
|
|
(1,279.8)
|
Other
Income
|
|
|
|
|
2.0
|
Operating
loss
|
|
|
|
|
(248.5)
|
Finance
income
|
|
|
|
|
5.0
|
Finance
expenses
|
|
|
|
|
(53.2)
|
Loss
before tax
|
|
|
|
|
(296.7)
|
Non-current assets1
|
994.1
|
177.9
|
162.0
|
-
|
1,334.0
|
1
Non-current assets above exclude goodwill, derivative financial
assets and deferred tax assets.
Due to the nature of its
activities, the Group is not reliant on any individual major
customers.
5
FINANCE INCOME AND EXPENSES
|
2024
£m
|
2023
£m
|
Finance
income
|
|
|
Interest
on deposits
|
12.0
|
5.0
|
|
|
|
Finance
expenses
|
|
|
Interest
on borrowings
|
(58.5)
|
(50.8)
|
IFRS 16
lease interest
|
(5.5)
|
(5.6)
|
Provisions - unwind of discount
|
(3.1)
|
(1.6)
|
Interest
capitalised
|
7.7
|
4.8
|
Total finance
expenses
|
(59.4)
|
(53.2)
|
|
|
|
Net finance
expenses
|
(47.4)
|
(48.2)
|
6
TAXATION
|
2024
£m
|
2023
£m
|
Current
period UK tax
|
-
|
-
|
Current
period overseas tax
|
3.6
|
3.4
|
Adjustment in respect of prior period corporation
tax
|
(4.4)
|
(4.1)
|
Total current tax
credit
|
(0.8)
|
(0.7)
|
|
|
|
Origination and reversal of temporary differences
|
(42.4)
|
(73.2)
|
Adjustment from changes in tax rates
|
-
|
(0.1)
|
Adjustment in respect of prior periods
|
2.6
|
0.4
|
Total deferred tax
credit
|
(39.8)
|
(72.9)
|
Total income tax credit in
income statement
|
(40.6)
|
(73.6)
|
|
|
|
Analysed
as:
|
|
|
Tax on
adjusted loss
|
(2.6)
|
(17.4)
|
Tax on
items excluded from adjusted loss
|
(38.0)
|
(56.2)
|
Total income tax credit in
income statement
|
(40.6)
|
(73.6)
|
Effective tax
rate
|
10.7%
|
24.8%
|
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 likelihood of their being recovered
within a reasonably foreseeable timeframe, being a minimum of five
years, aligned to the Group's strategic planning process. 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 1 September
2024, the Group has net deferred tax assets of £114.8m of which
£62.5m have been recognised. A further £52.3m of deferred tax
assets in relation to losses have not been recognised.
The deferred tax assets have no
expiry date and the Group believes that it is probable that future
taxable profits, together with the reversal of existing temporary
differences, 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 £7.8m, and is
considered a reasonable possible change.
The deferred tax assets
unrecognised relate to losses on a mix of adjusted and non-adjusted
items. Therefore the charge relating to the unrecognised deferred
tax asset has been apportioned between adjusted and unadjusted
profit in proportion to the total tax losses arising within each
category, with £25.3m recognised outside adjusted profit, and
£27.0m within adjusted profit.
7
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 on the same basis as basic earnings per share, but where
the weighted average share numbers have also been adjusted for the
weighted average effects of potentially dilutive 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.
|
2024
|
2023
|
Weighted average share
capital
|
|
|
Weighted
average shares in issue for basic earnings per share (no. of
shares)
|
119,085,260
|
104,729,376
|
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)
|
119,085,260
|
104,729,376
|
|
|
|
Losses
|
|
|
Loss
attributable to owners of the parent company for basic earnings per
share (£m)
|
(338.7)
|
(223.1)
|
Interest
expense on convertible bonds (£m)1,2
|
-
|
-
|
Diluted loss attributable to
owners of the parent company for diluted loss per share
(£m)
|
(338.7)
|
(223.1)
|
|
|
|
Basic loss per share (pence
per share)
|
(284.4)
|
(213.0)
|
Diluted loss per share
(pence per share)
|
(284.4)
|
(213.0)
|
1 Dilutive
shares and interest not included where their effect is
anti-dilutive.
2 The
impact of convertible bonds has been excluded as it is assumed they
will not be exercised.
8
GOODWILL AND OTHER INTANGIBLE ASSETS
|
Goodwill
£m
|
Brands and domain names
£m
|
Customer relationships
£m
|
Software
£m
|
Assets under construction
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
|
As at 4
September 2023
|
35.5
|
219.6
|
24.4
|
863.5
|
19.0
|
1,162.0
|
Additions
|
-
|
-
|
-
|
90.6
|
7.9
|
98.5
|
Transfers
to assets held for sale
|
-
|
(187.9)
|
-
|
-
|
-
|
(187.9)
|
Transfers
|
-
|
-
|
-
|
12.1
|
(12.1)
|
-
|
As at 1 September
2024
|
35.5
|
31.7
|
24.4
|
966.2
|
14.8
|
1,072.6
|
Accumulated amortisation and
impairment
|
|
|
|
|
|
|
As at 4
September 2023
|
0.3
|
19.8
|
7.8
|
431.5
|
2.1
|
461.5
|
Amortisation expense
|
-
|
7.7
|
3.0
|
106.6
|
-
|
117.3
|
Transfer
to assets held for sale
|
-
|
(22.4)
|
-
|
-
|
-
|
(22.4)
|
Impairment charge for the period
|
-
|
-
|
-
|
1.8
|
0.4
|
2.2
|
As at 1 September
2024
|
0.3
|
5.1
|
10.8
|
539.9
|
2.5
|
558.6
|
Net book value at 1
September 2024
|
35.2
|
26.6
|
13.6
|
426.3
|
12.3
|
514.0
|
Cost
|
|
|
|
|
|
|
As at 1
September 2022
|
35.5
|
219.6
|
24.4
|
752.4
|
3.6
|
1,035.5
|
Additions
|
-
|
-
|
-
|
109.4
|
17.1
|
126.5
|
Transfers
|
-
|
-
|
-
|
1.7
|
(1.7)
|
-
|
As at 3
September 2023
|
35.5
|
219.6
|
24.4
|
863.5
|
19.0
|
1,162.0
|
Accumulated amortisation and impairment
|
|
|
|
|
|
|
As at 1
September 2022
|
0.3
|
12.0
|
4.7
|
334.6
|
-
|
351.6
|
Amortisation expense
|
-
|
7.8
|
3.1
|
93.8
|
-
|
104.7
|
Impairment charge for the period
|
-
|
-
|
-
|
3.1
|
2.1
|
5.2
|
As at 3
September 2023
|
0.3
|
19.8
|
7.8
|
431.5
|
2.1
|
461.5
|
Net book
value at 3 September 2023
|
35.2
|
199.8
|
16.6
|
432.0
|
16.9
|
700.5
|
Intangible assets under construction
relates to spend on software-based projects, including the
enhancement of the Group's mobile apps/ website, and other
software. No individual projects are material in value. Refer to
Note 13 for details of transfers to assets held for
sale.
9
PROPERTY, PLANT AND EQUIPMENT
|
Fixtures, fittings, plant and machinery
£m
|
Computer hardware
£m
|
Assets under construction
£m
|
Total
£m
|
Cost
|
|
|
|
|
As at 4
September 2023
|
410.7
|
43.0
|
109.2
|
562.9
|
Additions
|
1.2
|
4.0
|
42.0
|
47.2
|
Disposals
|
-
|
(1.8)
|
-
|
(1.8)
|
Transfers
|
0.2
|
0.1
|
(0.3)
|
-
|
As at 1 September
2024
|
412.1
|
45.3
|
150.9
|
608.3
|
Accumulated depreciation and
impairment
|
|
|
|
|
As at 4
September 2023
|
165.4
|
32.1
|
2.8
|
200.3
|
Charge
for the year
|
22.5
|
6.4
|
-
|
28.9
|
Disposals
|
-
|
(1.8)
|
-
|
(1.8)
|
Impairment charge for the year
|
31.0
|
1.2
|
65.5
|
97.7
|
As at 1 September
2024
|
218.9
|
37.9
|
68.3
|
325.1
|
Net book value at 1
September 2024
|
193.2
|
7.4
|
82.6
|
283.2
|
Cost
|
|
|
|
|
As at 1
September 2022
|
408.5
|
41.1
|
65.4
|
515.0
|
Additions
|
1.1
|
0.6
|
46.2
|
47.9
|
Transfers
|
1.1
|
1.3
|
(2.4)
|
-
|
As at 3
September 2023
|
410.7
|
43.0
|
109.2
|
562.9
|
Accumulated depreciation and impairment
|
|
|
|
|
As at 1
September 2022
|
134.8
|
26.0
|
2.5
|
163.3
|
Charge
for the period
|
25.4
|
6.0
|
-
|
31.4
|
Impairment charge for the period
|
5.2
|
0.1
|
0.3
|
5.6
|
As at 3
September 2023
|
165.4
|
32.1
|
2.8
|
200.3
|
Net book
value at 3 September 2023
|
245.3
|
10.9
|
106.4
|
362.6
|
Significant assets under
construction as at 1 September 2024 consists primarily of amounts
spent to automate the Atlanta fulfilment centre totalling £79.8m
(2023: £58.0m). Refer to Note 3 for details of
impairments.
10
LEASES
10.1 Right-of-use assets
|
2024
£m
|
2023
£m
|
At the
beginning of the period
|
295.2
|
380.3
|
Modifications/reassessments
|
2.6
|
(9.6)
|
Impairment charge
|
(15.8)
|
(20.0)
|
Depreciation charge
|
(25.1)
|
(35.9)
|
Transfers
to investment property
|
-
|
(12.8)
|
Foreign
exchange differences
|
(2.9)
|
(6.8)
|
At the end of the
period
|
254.0
|
295.2
|
Right-of-use assets comprise
entirely leases for land and buildings.
10.2 Lease liabilities
|
2024
£m
|
2023
£m
|
At the
beginning of the period
|
329.0
|
380.1
|
Modifications/reassessments
|
(9.9)
|
(21.1)
|
Payments
|
(31.0)
|
(28.0)
|
Interest
expense
|
5.5
|
5.6
|
Foreign
exchange differences
|
(4.0)
|
(7.6)
|
At the end of the
period
|
289.6
|
329.0
|
|
|
|
Current
|
27.2
|
25.3
|
Non-current
|
262.4
|
303.7
|
|
289.6
|
329.0
|
10
LEASES - CONTINUED
Critical accounting
judgement - lease terms
The inclusion of a lease extension
period or lease break period in the lease term is a key judgement
for the Group and considers all relevant factors that create an
economic incentive for it to exercise them. For leased properties,
this includes the current and expected profitability of the
respective site, as well as the length of time until the option can
be exercised. Any changes to the Group's judgement over lease terms
will impact both the right-of-use asset and lease
liability.
Set out below are the undiscounted
future rental payments not currently included within the reported
lease liability for where lease extensions have not been included,
or for where break options have been assumed:
|
2024
£m
|
2023
£m
|
Extension
options expected not to be exercised
|
127.7
|
129.2
|
Break
clauses expected to be exercised
|
12.6
|
-
|
11
IMPAIRMENT OF NON-FINANCIAL ASSETS
11.1 Inputs and assumptions
Cash-generating units (CGUs)
CGUs 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.
Composition of CGU
For impairment testing purposes,
the CGU comprises the following:
|
2024
£m
|
2023
£m
|
Goodwill
and other intangible assets
|
514.0
|
700.5
|
Property,
plant and equipment
|
283.2
|
362.6
|
Right-of-use assets
|
254.0
|
295.2
|
|
1,051.2
|
1,358.3
|
Assets relating to the Lichfield
fulfilment centre were tested separately and excluded from the
above due to the decision during the period to vacate the site, as
were assets held for sale which have been assessed separately (see
Note 13).
Identification of impairment indicator
Given the reported loss recognised
during the period, combined with the volatility within the
macroeconomic 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,
and consistent with those used for the Group's going concern and
viability assessments. Budget and forecast data reflects both past
experience and future expectations of market conditions. The
forecasted cash flows include the ongoing impact of the disposal of
the Topshop and Topman brands from the Group.
11
IMPAIRMENT OF NON-FINANCIAL ASSETS - CONTINUED
The key assumptions in measuring
the value-in-use are as follows:
Assumption
|
Details
|
|
|
|
Cash flow
years/assumptions
|
·
Derived from medium-term
forecasts reviewed and approved by the Board which cover a period
of five years. Growth rates are then reduced to 2% (the long-term
growth rate) over four years, with cash flows subsequently
extrapolated to perpetuity with a growth rate of 2% (2023:
2%).
·
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 UK risk-free rate based on government bond rates, a
UK 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:
|
|
|
|
2024
|
|
2023
|
|
Post-tax
rate
|
Pre-tax
rate
|
Post-tax rate
|
Pre-tax
rate
|
|
12.7%
|
15.5%
|
13.0%
|
15.6%
|
11.2 Outputs
Outside of specific impairments
recognised during the period in relation to sites identified for
exit as disclosed in Note 3, no further impairments were identified
as a result of the impairment review described above, with c.£600m
of headroom noted.
Key source of estimation uncertainty - assumptions in relation
to impairment assessment
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). As noted
above, cash flows are derived from forecasts reviewed by the Board,
and in line with those used for the going concern and viability
assessments which assume sales growth rates of (5)% to (10)% for
the first year, with subsequent periods thereafter returning to +5%
to +15% year-on-year growth. Improvements in adjusted gross margin
of at least 300bps vs FY24 are assumed during FY25 with up to a
further c.200bps growth over the remaining years.
A sensitivity analysis for a
reasonable possible change in assumptions was conducted on the
impairment tests, where management assessed a scenario in which the
revenue growth rates within the five-year forecasted cash flows
(being the most sensitive assumption) were reduced by half. To
reflect this adjustment, a corresponding reduction in variable
costs and cost of sales was modelled to maintain the gross margin
percentage in line with original forecasts. Under this sensitivity
scenario, an impairment of approximately £75 million would be
recognised.
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. It is not considered that a reasonable possible change
in the discount rate, fixed overheads nor the long term growth rate
would cause an impairment, therefore they are not included
below.
Sensitivity
|
2024
|
2023
|
A reduction in forecast annual growth
rates of:1
|
(2.7)%
|
(1.8)%
|
A reduction in forecast revenue vs
base case of:2
|
(11.4)%
|
(6.9)%
|
A reduction in forecast gross margin
in each year of:2
|
(2.4)%
|
(1.2)%
|
1 Applied to Group five-year plan
period
2 Applied to all years within the
assessment period
12
INVENTORIES
|
2024
£m
|
2023
£m
|
Gross
finished goods
|
683.6
|
892.4
|
Inventory
provision
|
(163.3)
|
(124.4)
|
Net
inventory recognised on consolidated balance sheet
|
520.3
|
768.0
|
The carrying value of inventory
shown on the balance sheet includes a £49.2m (2023: £52.1m) right
to recover asset in relation to the inventory expected to be
received back from customers as returns. The amount of inventories
recognised as an expense and charged to cost of sales for the
period was £1,743.3m (2023: £2,104.6m).
Key source
of estimation uncertainty - inventory provisions
As disclosed in Note 3, additional
inventory provisions were recognised in the period to write down
inventory that has been identified to be sold via offsite clearance
to accelerate the Group's transition to its commercial model. The
provisions write inventory down to its net realisable value, being
expected income less any related selling costs.
In addition to these specific
provisions, the Group's approach to inventory provisioning is to
hold a net realisable value provision for inventory sold via the
Group's website and is based on forecast expected loss rates. In
addition, provisions are recognised for inventory that will
ultimately be sold off-site via clearance routes at the end of its
lifecycle in line with the new commercial model. Both provisions
consider historical trends, as well as consideration of current and
forecast economic conditions.
The provisions are calculated
using estimates of loss rates and website sell through rates, both
of which are calculated based on historical data from the prior 12
months' sales when categorising the stock by age banding.
Provisions recognised are net of any expected proceeds to be
received. The provisions are therefore most sensitive to the
following assumptions:
·
Forecast loss rates
·
Forecast sell through rates
·
Offsite sales price assumptions
The movements in the Group's
provisions based on reasonable possible changes to the above
assumptions are as follows:
|
2024
|
|
2023
|
|
Decrease in provision
£m
|
Increase in provision
£m
|
Decrease in provision
£m
|
Increase in provision
£m
|
Using
loss rates from FY23/FY22
|
-
|
4.0
|
(6.6)
|
-
|
A change
in the anticipated sell through rates of +/-0.5% (2023:
+/-5%)1
|
(7.1)
|
7.1
|
(5.4)
|
7.1
|
A change
in the anticipated offsite sales price of +/-10%
|
(2.2)
|
2.2
|
(0.7)
|
0.7
|
1
2023 provision considered sell through on closing inventory. This
was refined in the period to consider sell through on inventory
intake.
With the exception of provisions
excluded from adjusted profit, inventory provisions are adjusted at
each reporting period rather than throughout the period to ensure
inventory is not carried at an amount greater than net realisable
value. Write-downs and write-backs of inventory balances are
therefore represented by net movements in the inventory provision.
Provisions/write-downs recognised during the financial period as
part of the transition to the new commercial model (recognised
outside adjusted profit) totalled £93.0m (2023: £122.7m) - and are
part of the £94.8m (2023: £133.2m) commercial operating model costs
highlighted in Note 3. There have been no reversals of the
commercial model transition provisions during the period. Excluding
inventory provisions recognised as part of the commercial model
transition, the net provisions/write-down movements totalled a cost
of £0.9m this period (2023: £19.3m cost).
13
ASSETS HELD FOR SALE
On 5 September 2024, the Group
entered into a binding agreement to sell the intellectual property
relating to the Topshop and Topman brands to a subsidiary of
Heartland A/S, for a consideration as follows:
·
Cash of £135m
·
25% of the issued ordinary shares in the entity
that will hold the brands, valued at £45m
The transaction subsequently
completed on 9 October 2024. Although the agreement occurred
shortly after the year-end date, as at the year-end, the deal was
significantly progressed, with management committed to a sale, key
terms mostly agreed, and it being highly probable that the sale
would complete within a year. It was therefore concluded that the
assets meet the definition of being held for sale at the period end
as follows:
|
£m
|
Assets to be
disposed
|
|
Carrying
value of brands
|
165.5
|
Total assets to be
disposed
|
165.5
|
|
|
Sales
proceeds
|
|
Cash
|
135.0
|
Shares
|
45.0
|
Remaining
disposal costs
|
(0.7)
|
Total fair value less costs
to sell
|
179.3
|
Assets held for
sale
|
165.5
|
The asset held for sale has been
recognised at £165.5m, being the lower of the carrying value and
fair value less costs to sell. There were no assets held for sale
at the prior year balance sheet date.
Other costs already incurred in
relation to the sale totalled £3.4m during the year (see Note
3).
14
CASH AND CASH EQUIVALENTS
|
2024
£m
|
2023
£m
|
Cash in
hand and bank balances
|
83.1
|
85.6
|
Money
market fund investments
|
270.2
|
142.7
|
Short-term deposits
|
37.7
|
125.0
|
Closing cash and cash
equivalents
|
391.0
|
353.3
|
Cash and cash equivalents includes
uncleared payment provider receipts of £68.8m, which are typically
received within three business days (2023: £63.3m).
Included within cash and cash
equivalents is £8.1m (2023: £4.1m) of cash collected on behalf of
partners of the Direct-to-Consumer fulfilment proposition "Partner
Fulfils". ASOS Payments UK Limited and the Group are entitled to
interest amounts earned on the deposits and amounts are held in a
segregated bank account that is settled on a monthly
basis.
15
TRADE AND OTHER PAYABLES
|
2024
£m
|
2023
£m
|
Trade
payables
|
108.1
|
71.3
|
Other
payables
|
165.9
|
174.7
|
Accruals
|
242.3
|
238.7
|
Returns
provision
|
99.2
|
108.2
|
Deferred
revenue
|
41.6
|
52.1
|
Taxation
and social security
|
14.6
|
35.4
|
|
671.7
|
680.4
|
Trade payables comprise amounts
owed in relation to inventory purchases. Other payables comprise
amounts owed in relation to all other purchases.
16
BORROWINGS
|
2024
£m
|
2023
£m
|
Convertible bond
|
478.1
|
464.4
|
Term
Loan
|
190.2
|
184.8
|
Nordstrom
Loan
|
19.8
|
20.4
|
Put
option liability1
|
-
|
3.2
|
|
688.1
|
672.8
|
Current
|
1.6
|
1.5
|
Non-current
|
686.5
|
671.3
|
|
688.1
|
672.8
|
1 The
put option liability has been reclassed to other payables during
the year.
Convertible bonds due 2026
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 on 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).
After the period-end, in September
2024, the Group launched a refinancing exercise of the Convertible
Bonds due 2026 as follows:
·
£253.0m was exchanged into new Convertible Bonds
due 2028,
·
£173.4m of the Convertible Bonds due 2026 was
accepted for repurchase at a discount to par of 15%, and
·
As a result, £73.6m remains in the Convertible
Bonds due 2026. Further information is included in Note
20.
Term loan
In May 2023, the Group entered
into a £200m senior term loan and a £75m super senior 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 is determined by
reference to a calculated borrowing base (derived from inventory
and intellectual property, both with certain adjustments applied)
less the amount drawn under the term loan. At the period end this
was £17.2m. The RCF incurs commitment fees at a market rate and is
currently undrawn.
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.
After the period-end, ASOS
announced an amendment and extension of its existing facilities
agreement with Bantry Bay Capital to May 2027 with an option for a
12-month extension. Further information is included in Note
20.
Nordstrom loan
On 12 July 2021 the Group
announced a strategic partnership with Nordstrom, a U.S.-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, subsequently partially repaid. The loan attracts interest at
a market rate of 6.5% per annum. After the period-end date, c.£13m
was repaid.
17
PROVISIONS
|
Dilapidations
£m
|
Onerous occupancy
£m
|
Total
£m
|
As at 4 September
2023
|
53.4
|
16.8
|
70.2
|
Recognised
|
13.7
|
5.3
|
19.0
|
Utilised
|
-
|
(2.4)
|
(2.4)
|
Unwinding
of discount
|
2.3
|
0.8
|
3.1
|
Exchange
differences
|
(0.7)
|
-
|
(0.7)
|
As at 1 September
2024
|
68.7
|
20.5
|
89.2
|
Current
|
-
|
2.7
|
2.7
|
Non-current
|
68.7
|
17.8
|
86.5
|
As at 1 September
2024
|
68.7
|
20.5
|
89.2
|
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
|
18
NET DEBT RECONCILIATION
Group net debt comprises cash and
cash equivalents less any borrowings drawn down at period-end
(including accrued interest), but excluding outstanding lease
liabilities.
|
2024
£m
|
2023
£m
|
Borrowings
|
(688.1)
|
(672.8)
|
Leases
|
(289.6)
|
(329.0)
|
Liabilities from financing
activities
|
(977.7)
|
(1,001.8)
|
Cash and
cash equivalents
|
391.0
|
353.3
|
Net debt
|
(586.7)
|
(648.5)
|
Net debt APM
(ex-leases)
|
(297.1)
|
(319.5)
|
The table below sets out the
movements in liabilities arising from financing
activities:
|
Lease liabilities
£m
|
Borrowings
£m
|
Liabilities from financing activities
£m
|
As at 4 September
2023
|
(329.0)
|
(672.8)
|
(1,001.8)
|
Cash flows from financing
activities
|
|
|
|
Repayments of principal
|
25.5
|
0.5
|
26.0
|
Interest
paid
|
5.5
|
37.1
|
42.6
|
|
|
|
|
Non-cash
movements
|
|
|
|
Movement
in lease liabilities
|
9.9
|
-
|
9.9
|
Foreign
exchange impacts
|
4.0
|
-
|
4.0
|
Accrued
interest
|
(5.5)
|
(52.9)
|
(58.4)
|
As at 1 September
2024
|
(289.6)
|
(688.1)
|
(977.7)
|
|
|
Lease liabilities
£m
|
Borrowings
£m
|
Liabilities from
financing activities
£m
|
As at 1 September
2022
|
(380.1)
|
(475.9)
|
(856.0)
|
Cash flows from financing
activities
|
|
|
|
Repayments of principal/(drawdown of borrowings)
|
22.4
|
(198.3)
|
(175.9)
|
Interest
paid
|
5.6
|
28.0
|
33.6
|
Financing
fees paid
|
-
|
15.8
|
15.8
|
|
|
|
|
Non-cash
movements
|
|
|
|
Movement
in lease liabilities
|
21.1
|
-
|
21.1
|
Foreign
exchange impacts
|
7.6
|
-
|
7.6
|
Accrued
interest
|
(5.6)
|
(42.4)
|
(48.0)
|
As at 3 September
2023
|
(329.0)
|
(672.8)
|
(1,001.8)
|
19
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 prior year
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 has notified 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.
20 POST BALANCE SHEET EVENTS
Disposal of Topshop and Topman brands
On 5 September 2024, the Group
entered into a binding agreement to sell the intellectual property
relating to the Topshop and Topman (TSTM) brands to a subsidiary of
Heartland A/S (a related party of the Group), for a consideration
as follows:
• Cash of
£135m.
• 25% of
the issued ordinary shares in the entity that will hold the brands,
valued at £45m.
As disclosed in Note 13, assets of
£165.5m have been classified as held for sale as at the year-end.
The transaction has subsequently completed, resulting in the
derecognition of the assets held for sale, the recognition of an
investment in an associate of £45m, and a profit on disposal of
c.£14m.
ASOS has the right, at its sole
discretion, to sell a 5% interest in the associate to Heartland A/S
for £9m.
As part of the arrangement, the
purchasing entity has granted a licence to ASOS.com of 10 years
(extendable up to 25 years at ASOS' discretion), pursuant to which
ASOS.com has the exclusive right to continue to design TSTM
products (subject to de minimis rights to design local products)
for global distribution and to sell Topshop and Topman products
through the ASOS.com website in consideration for a royalty fee.
ASOS also has the right to operate Topshop.com and Topman.com
globally, and has been granted exclusive wholesale distribution
rights in the UK and North America, while the purchasing entity
retains the rights to open branded stores globally and distribute
through wholesale partners outside of the UK and North
America.
Refinancing
After the period end, in September
2024, the Group launched a refinancing exercise of the Convertible
Bonds due 2026 as follows:
• £253m
was exchanged into new Convertible Bonds due 2028;
• £173.4m
of the Convertible Bonds due 2026 was accepted for repurchase at a
discount of par 15%, and
• As a
result, £73.6m remains in the Convertible Bonds due
2026.
20 POST BALANCE SHEET EVENTS - CONTINUED
The new Convertible Bonds were
issued at par and carry a fixed annual coupon of 11%, payable
semi-annually in arrears. The initial conversion price has been set
at £79.65, in line with the Convertible Bond due 2026. The Bonds
will be redeemed on 19 September 2028, unless previously converted,
exchanged, redeemed or purchased and cancelled in accordance with
the terms and conditions of the Bonds, at a redemption price of
120% of the principal amount.
In addition, ASOS announced an
amendment and extension of its existing facilities agreement with
Bantry Bay Capital to May 2027 with an option for a 12-month
extension. As part of this, £50m of the term loan has been repaid,
with a corresponding increase in the available accordion facility.
The Group's previous minimum liquidity covenant has been removed,
and maintaining positive liquidity is the only condition now
required to avoid an event of default. In addition, the Group is
also subject to a springing maturity clause in the term loan
facility in April 2026, conditional upon forward projection of base
case cash flows.
Following the disposal of the
brands and the refinancing exercise, the Group recognised a
reduction in net debt of approximately £130m.