TIDMBOO
RNS Number : 5398X
boohoo group plc
05 May 2021
5 May 2021
The information contained within this announcement is deemed by
the company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
boohoo group plc - final results for the year ended 28 February
2021
Building for the future
2021 2020 Change
GBP million GBP million
---------------------------------------- ------------ ------------ ---------
Revenue 1,745.3 1,234.9 +41%
Gross profit 945.2 666.3 +42%
Gross margin 54.2% 54.0% +20bps
Adjusted EBITDA(1) 173.6 126.6 +37%
% of revenue 10.0% 10.2% -20bps
Adjusted EBIT(2) 149.3 107.0 +40%
% of revenue 8.6% 8.7% -10bps
Adjusted profit before tax(3) 149.9 108.3 +38%
Profit before tax 124.7 92.2 +35%
Adjusted diluted earnings per share(4) 8.67p 5.88p +47%
Diluted earnings per share 7.25p 5.35p +36%
+GBP35.4
Net cash(5) at yearend 276.0 240.6 million
---------------------------------------- ------------ ------------ ---------
Financial highlights
-- Revenue GBP1.745 billion, up 41% (41% CER(6) )
-- Strong revenue growth across all geographies with UK up 39%
and international up 44%. International revenue is now 46% of
total, up from 45%
-- Gross margin 54.2%, up 20 bps
-- Adjusted EBITDA GBP173.6 million up 37%, with Adjusted EBITDA margin of 10.0% (2020: 10.2%), notwithstanding COVID-19 cost headwinds and significant investment in acquisitions
-- Robust balance sheet with net cash of GBP276.0 million (2020:
GBP240.6 million). High cash generation with operating cash flow of
GBP201.1 million (2020: GBP127.3 million). GBP195.7 million capital
raised.
Operational highlights
-- Significant group-wide progress made on Agenda for Change
programme, which has independent oversight from Sir Brian
Leveson
-- Strengthening corporate governance through a new
non-executive director appointment, establishment of a Risk
Committee and committed in excess of GBP10 million in supply chain
monitoring and compliance
-- Successful integration and re-launch of Oasis and Warehouse
brands on our multi-brand platform
-- Acquisition of Debenhams online business and investing to
transform the business into a digital department store with
significant potential
-- Acquisition of Dorothy Perkins, Wallis and Burton brands,
adding to the group's diversity and reach
-- Third distribution centre on track for operational use in
spring 2021 and long term lease agreed for fourth distribution
centre, expected to go live in the second quarter of the new
financial year
-- 18 million active customers, up 28%
-- Over 1,000 jobs secured through recent acquisitions
Outlook and guidance
As always, our focus is to maintain an outstanding customer
proposition, with the latest fashion at great prices, combined with
excellent customer service. To this end, we have a plan of
continuous investment in our systems, infrastructure and technology
to ensure we offer an optimal online shopping experience as we look
to further cement our position as a leader in global fashion
e-commerce.
Revenue growth for the full year to February 2022 is expected to
be around 25% at a group level, with newly-acquired brands expected
to deliver approximately five percentage points of this growth.
Growth within our established brands remains strong and over the
last two years we have achieved a revenue CAGR of 42%. Trading in
the first few weeks of the financial year has been encouraging,
however, the economic outlook remains uncertain and we expect the
benefits seen from reduced returns over the last twelve months to
begin to unwind this year, whilst still experiencing significantly
elevated levels of carriage and freight costs.
Whilst the group did see some benefits to demand in the last
financial year due to lockdowns around the world, traditional core
categories such as dresses and going out saw significant declines.
As markets re-open we are already seeing the early benefits of this
and believe that the strengths of our test and repeat model and
platform leave the group well-positioned to capitalise on any
rebound in key geographies as markets exit lockdown globally.
Margins for established brands are expected to be in line year
on year. We expect investment in newly-acquired brands to dilute
the group's overall adjusted EBITDA margin by 50-100bps, with the
group's adjusted EBITDA margin expected to be in the region of
9.5-10% for the full year.
Adjusted EBITDA is likely to see more of a weighting towards the
second half of the year, reflecting a strong comparative period in
the first half. This is consistent with financial years prior to
the one herein reported, and the group expects a higher adjusted
EBITDA margin in the second half, reflecting investments in our
scalable multi-brand platform.
As announced on 12 April 2021, the group acquired a new office
in the heart of London's West End for GBP72 million. Capital
expenditure for the remainder of the financial year is expected to
be in the region of GBP125-175 million. This relates to growth
investments in our new warehouse sites in Wellingborough and
Daventry, as well as continued enhancements to our existing
facilities, including automation at our Sheffield site to increase
both capacity and efficiency.
We are focused on building the business for the future and
continued investment in our brands, infrastructure, people and
technology will drive this growth and further economies of scale.
We are also committed to continued improvements across our
environmental responsibilities and to accelerate our sustainability
journey. The group's medium-term target of sales growth of 25% per
annum and an adjusted EBITDA margin of around 10% remains
unchanged.
John Lyttle, CEO, commented:
"FY21 has been a year of significant investment for the group as
we build a platform for the future and I am very pleased to report
a strong financial performance. Our established businesses have
continued to grow across all territories as we gain market share
with our compelling consumer proposition. We completed over GBP250
million of acquisitions in the period, which included Oasis,
Warehouse, Debenhams, Dorothy Perkins, Burton and Wallis, as well
as the purchase of the remaining minority interest in
PrettyLittleThing in a transaction that to date has resulted in
substantial earnings enhancement for the group's shareholders. Our
newly-acquired brands are being re-energised and made relevant for
today's consumer across a broader market demographic. We are very
excited about their potential and are already seeing the early
rewards from their growth. We have also invested in improving the
oversight and transparency of our supply chain and we are committed
to embedding positive change through our ambitious UP.FRONT
sustainability strategy. As we build for the future, we continue to
invest across our platform, people and technology to further cement
our position as a leader in global fashion e-commerce."
Mahmud Kamani and Carol Kane, Group Co-Founders, commented:
"Over the last year the group has made great progress,
delivering another set of record results despite the challenges
posed by the COVID-19 pandemic. We have made significant progress
on our Agenda for Change programme, with greater oversight of our
supply chain, stronger governance and more transparency. We are
embedding a new way of working and improving the sustainability of
the group for the benefit of all stakeholders. We have also
announced separately this morning the addition of Tim Morris to the
board as a non-executive director and look forward to the expertise
he will bring to the group. We would like to thank Pierre for his
contribution over the last four years. Heading into the new
financial year, we are excited about the global opportunities for
our brands as we build for the future and invest in enhancing our
technology and platform to allow the group to deliver on its growth
potential."
Investor and analyst presentation
A webcast for analysts will be held today commencing 9.00am (UK
time). To access please click the link below:
https://webcasting.buchanan.uk.com/broadcast/608837210386285386ccb8d9
A replay will subsequently be available on the boohooplc.com
website from 12 noon via the same link.
Enquiries
boohoo group plc
Neil Catto, Chief Financial Officer Tel: +44 (0)161 233
2050
Alistair Davies, Investor Relations Tel: +44 (0)161 233
2050
Clara Melia, Investor Relations Tel: +44 (0)20 3289
5520
Mark Mochalski, Investor Relations Tel: +44 (0)20 3239
6289
Zeus Capital - Nominated adviser and
joint broker
Nick Cowles/Andrew Jones (Corporate Finance) Tel: +44 (0)161 831
1512
John Goold/Benjamin Robertson (Corporate Tel: +44 (0)20 3829
Broking) 5000
Jefferies - Joint broker
Philip Noblet/Max Jones Tel: +44 (0)20 7029
8000
Buchanan - Financial PR adviser boohoo@buchanan.uk.com
Richard Oldworth / Kim Looringh-van Beeck Tel: +44 (0)20 7466
/ Toto Berger / Sophie Wills 5000
Notes:
(1) Adjusted EBITDA is calculated as profit before tax,
interest, depreciation, amortisation, and share-based payment
charges.
(2) Adjusted EBIT is calculated as profit before tax, interest,
share-based payment charges, and amortisation of acquired
intangible assets.
(3) Adjusted profit before tax is calculated as profit before
tax, excluding share-based payment charges, and amortisation of
acquired intangible assets.
(4) Adjusted diluted earnings per share is calculated as diluted
earnings per share, adding back amortisation of acquired intangible
assets, share-based payment charges, and adjusting to 34% of the
non-controlling interest as in previous years.
(5) Net cash is cash less bank borrowings.
(6) CER designates Constant Exchange Rate translation of foreign
currency revenue, which gives a truer indication of the performance
in international markets by removing year-to-year exchange rate
movements when local currency sales are converted to sterling.
About boohoo group plc
"Leading the fashion eCommerce market"
Founded in Manchester in 2006, boohoo is an inclusive and
innovative global brand targeting young, value-orientated
customers, pushing boundaries to bring its customers up-to-date and
inspirational fashion, 24/7.
In 2017, the group extended its customer offering through the
acquisitions of the vibrant fashion brand PrettyLittleThing and
free-thinking brand Nasty Gal. In March 2019, the group acquired
the MissPap brand, in August 2019 the Karen Millen and Coast brands
and in June 2020 the Warehouse and Oasis brands, all complementary
to the group's scalable, multi-brand platform. In January 2021, the
group acquired the intellectual property assets of Debenhams, with
the goal of transforming a leading UK fashion and beauty retailer
into a digital department store and marketplace through a new
capital-light and low-risk operating model. In February 2021, the
group acquired the intellectual property assets of UK brands
Dorothy Perkins, Wallis and Burton. As at 28 February 2021, the
boohoo group had 18 million active customers across all its brands
around the world.
Cautionary Statement
Certain statements included or incorporated by reference within
this announcement may constitute "forward-looking statements" in
respect of the group's operations, performance, prospects and/or
financial condition. Forward-looking statements are sometimes, but
not always, identified by their use of a date in the future or such
words and words of similar meaning as "anticipates", "aims", "due",
"could", "may", "will", "should", "expects", "believes", "intends",
"plans", "potential", "targets", "goal" or "estimates". By their
nature, forward-looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may
differ materially from those expressed or implied by those
statements. Accordingly, no assurance can be given that any
particular expectation will be met and reliance should not be
placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. No responsibility or
obligation is accepted to update or revise any forward-looking
statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a
profit forecast. This announcement does not constitute or form part
of any offer or invitation to sell, or any solicitation of any
offer to purchase any shares or other securities in the Company,
nor shall it or any part of it or the fact of its distribution form
the basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other
securities of the Company. Past performance cannot be relied upon
as a guide to future performance and persons needing advice should
consult an independent financial adviser. Statements in this
announcement reflect the knowledge and information available at the
time of its preparation. Liability arising from anything in this
announcement shall be governed by English law. Nothing in this
announcement shall exclude any liability under applicable laws that
cannot be excluded in accordance with such laws.
Agenda for Change
"In July 2020, allegations emerged of poor and potentially
illegal practices by garment manufacturers in Leicester, some of
which supplied clothing to the boohoo group. I am proud to lead a
business that, instead of choosing to walk away from the
allegations, took the immediate decision to do everything within
its power to address them and play its part in rebuilding a
thriving garment sector in the heart of the UK - a sector that
provides good employment and makes a significant contribution to
the local and UK economies.
We took the allegations of malpractice and poor working
conditions extremely seriously and immediately launched an in-depth
investigation. We appointed senior barrister, Alison Levitt QC, to
conduct a thorough review of the supply chain in Leicester with a
particular focus on the treatment of workers. As part of our
commitment to deal with these issues in an open and transparent
manner, the group published Ms Levitt's report in full.
On receipt of the report, we launched our Agenda for Change, a
programme to ensure that we resolve the issues identified in
Leicester and accepted all 17 recommendations from the Levitt
report. In the eight months that have passed since publication, my
team has showed outstanding leadership and driven significant
change, and are on track to deliver against all of Ms. Levitt's
recommendations; these are outlined in this section. The changes we
have made are creating a much stronger, more transparent and more
sustainable business that will benefit everyone involved in the
garment industry and the UK economy."
John Lyttle
CEO
"From the meetings in which I have been involved, I have no
doubt about the determination of all at boohoo to address the
issues in respect of which it has been criticised and both to
promote and embed a new way of working. boohoo has enthusiastically
embarked upon and pursued a review of its supply chain and has
initiated improvements by way of learning and development in
relation to responsible purchasing practices. It has visualised the
high standards to which it aspires in every aspect of its business
and is taking steps to bring them into being, not least through its
newly-established charitable trust and the development of
Thurmaston Lane in Leicester as a factory and training
academy."
Sir Brian Leveson PC, formerly a Court of Appeal judge
Governance and corporate responsibility
Strengthening our internal governance structures was one of Ms
Levitt's, key recommendations and we have made a number of new
appointments to ensure that our business continues to go from
strength to strength. External appointments include Shaun McCabe,
an independent non-executive director, who is leading the group's
risk committee, and former High Court Judge, Sir Brian Leveson PC,
who has been appointed to provide independent oversight and
governance of the Agenda for Change programme.
Internally, responsibility for oversight of the group's supply
chain and sustainability programmes sits within the group's Ethical
Trade and Sustainability Teams. Since July 2020, we have made a
number of strategic appointments in this team including:
-- Director of Responsible Sourcing & Group Product Operations
-- Head of Sustainability
-- Head of Ethical Product Compliance
-- Head of Ethical Compliance
-- Head of Product Operations
-- Senior UK Ethical Compliance Manager
Increased transparency
In September the group committed to operating in a more open and
transparent way. Following the publication of the full Alison
Levitt QC report in full, the group has:
-- Volunteered and subsequently appeared in front of the UK's
Environmental Audit Select Committee in December 2020
-- Published, and will continue to publish, every report that
Sir Brian Leveson PC produces for the group's board
-- Proactively and regularly updated a broad range of
stakeholders including; No. 10, the Secretary of State for
Business, the Chancellor of the Exchequer, the Secretary of State
for International Trade, the Shadow Cabinet, local MP's, local
Government, NGO's and many other interested parties
-- Published its UK supply chain and a new sustainability
strategy in March 2021, and has committed to publishing the full
international manufacturers list in September 2021
Raising standards across our supply chain
o Mapping and auditing
The group continues to map and audit the UK supply chain, a
piece of work that was already underway in February 2020 and was
accelerated in July 2020.
To increase the capacity and speed at which audits were
completed, the group's external supply-chain auditors, Verisio,
increased their auditing teams and presence 'on the ground'. A new
Head of Ethical Compliance, Head of Product Compliance and a Senior
UK Ethical Sourcing Manager were appointed to strengthen the UK
in-house team and Sir Brian Leveson has appointed a team of
investigators led by Tim Godwin OBE, ex Deputy Commissioner of the
Metropolitan Police, to assist him.
By March 2021, this team collectively had audited the majority
of suppliers in the UK at least twice. These audits were
unannounced and included visits conducted in the evening and
weekends to investigate allegations of illegal working hours.
As well as accompanying the boohoo compliance team and Verisio
on audits, Tim Godwin's team also undertook 'deep dives' and
analysis into the corporate structures to identify directors and
people exercising significant control, who were then
interviewed.
The government also deployed teams of investigators from the
GLAA, NCA, DWP and HMRC. The group has been working closely with
the Director of Operations for the GLAA, who, on 21 April 2021,
confirmed that they had uncovered no evidence to support claims of
modern-day slavery in the boohoo supply chain.
Every supplier was provided with the opportunity to remedy
issues identified during their audit process and to implement
additional measures required by the business to provide more
protection to workers, including adoption of biometric clocking-in
systems.
The group has been encouraged by the actions of many suppliers
who have demonstrated that they fully support the approach taken by
the group and the values they share to improve the UK garment
sector.
o Consolidation
One of Alison Levitt's key recommendations was to consolidate
the group's UK supply chain.
The insight from the auditing and mapping process has led to the
group's ceasing to trade with some suppliers who were unable or
unwilling to demonstrate the required level of transparency. Each
supplier, with whom we have ceased business relations, was given
numerous warnings and opportunities to remedy issues, but some
failed to do so. It is key to the group's policy that suppliers are
given an opportunity to remedy any issues an audit may bring to
light.
Unauthorised sub-contracting was identified as a key problem in
the Levitt report. To resolve this and prevent reoccurrence, the
in-house ethical compliance team worked side-by-side with suppliers
to support them in bringing their nominated Cut Make and Trim (or
'CMT') units in-house. This shift in approach ensures that
ownership, responsibility and accountability sits with the direct
supplier while - critically - workers are fully protected by the
group's code of conduct.
"For those of us in Leicester who take pride in the clothing
manufacturing industry, the last year has been really tough. We are
grateful for boohoo sticking by UK manufacturers and taking a
stance with an Agenda for Change. With our joint efforts, all the
good suppliers are confident that this will start building
Leicester to be a great manufacturing hub. We hope that the work
boohoo has done gives other retailers the confidence to begin
buying British once again."
Sajid Esa, 5th Avenue Clothing
The group remains committed to sourcing in Leicester and the UK,
and growing volumes with good and compliant suppliers. The FY21
volume of units sourced in Leicester remains at levels of growth
consistent with the previous year.
The Garment and Textile Workers' Trust
The Trust's founding mission will be to create positive and
lasting change for the benefit of the wider industry - providing
guidance, advocacy and remedy to anyone working in the garment
industry in Leicester, whether they work for one of boohoo's
suppliers or not.
The purpose of the Garment and Textile Workers' Trust has been
informed from months of ongoing engagement with local and
government stakeholders. In addition to seeking guidance from
individual experts and NGO's, the group hosted a consultation
workshop, where over 30 different organisations and individuals
were invited to share their insights.
In its first year, we envisage that the Trust will be
grant-giving, complementing rather than competing with existing
charities and community and NGO initiatives in Leicester. As it
grows and develops, the trustees will look to expand on the remit
and deliver a more comprehensive package of services for garment
workers in the city. This could include community initiatives, such
as outreach workers and educational opportunities, such as
scholarships.
The five founding trustees reflect a broad spectrum of
stakeholders with group NGO, enforcement, local government and
local community representation. The trustees are:
-- Tim Nelson, International Development Director for Hope for Justice
-- David Lindley, QPM Deputy Lieutenant
-- Councillor Luis Fonseca, of Leicester
-- Alison Tripney, Head of Community, Leicester City Football Club
-- Cheryl Chung, Head of Corporate Affairs, boohoo group
A centre of manufacturing excellence
In June 2020, the group finalised the purchase of a site to
establish a manufacturing facility in Leicester. The site on
Thurmaston Lane will be a world-class, end-to-end garment
production facility for the group. The aims of the site
include:
-- Establishing a state-of-the art production facility in
Leicester that will provide a benchmark for the sector
-- Ensuring there is a detailed understanding of our ability to
produce garments at our price points ethically, safely and
legally
-- Creating great jobs and adding value to the community of Leicester
The group is working with all education providers across
Leicester to understand how our presence in Leicester can support
their students.
Our COVID-19 response
The group is continuing to monitor and implement government
advice on safe working conditions in all of its facilities and
offices in the UK and overseas, so that all colleagues are kept
safe and can continue to work effectively. These measures have been
subject to change throughout the pandemic, meaning there have been
periods when all office staff worked from home, periods with
limited rotational workplace visits, and periods when all but
essential workers worked at home.
In the distribution centres, we invested significantly to
implement measures to ensure the safety and protection of all our
colleagues. These include, but are not limited to, scheduling of
colleagues' workdays to be on staggered starting and break times
and monitored social distancing in all areas where closer contact
might occur within the otherwise large spaces of the warehouses. In
all instances, appropriate signage, screening, traffic management,
sanitising stations and additional regular deep cleaning has been
implemented. We installed thermal imaging detectors in our
distribution centre and Manchester offices to ensure no colleagues
with symptoms could enter. In addition, we have been broadcasting
frequent reminders and updates to colleagues on safety procedures
and practices and have been monitoring and tracking COVID-19 cases.
The business also pioneered a rapid lateral flow testing programme
run by the British Army and Lancashire County Council. Following
two days of on-site testing of colleagues, the Army returned in
January 2021 to train our own teams to conduct the tests. In early
February 2021, we rolled this programme out to all office locations
to keep our colleagues, their families and the community as safe as
possible.
Our office and warehouse COVID-19 safety processes have been
verified and approved by public health officials in England.
The group has not utilised any government support, and maintains
rigorous control over its finances in order to react rapidly to
developments. Further, the group has drawn on its own resources to
support colleagues during the pandemic, ensuring that all
colleagues in self-isolation receive their full pay.
Review of the business
Performance during the year
Overview
2021 2020 Change
GBP million GBP million
--------------------------------- ------------ ------------ ---------
Revenue 1,745.3 1,234.9 +41%
Gross profit 945.2 666.3 +42%
Gross margin 54.2% 54.0% +20bps
EBITDA 153.9 115.6 +33%
% of revenue 8.8% 9.4% -60bps
Profit before tax 124.7 92.2 +35%
Diluted earnings per share 7.25p 5.35p +36%
+GBP35.4
Net cash(1) at yearend 276.0 240.6 million
Adjusted measures:
Adjusted EBITDA(2) 173.6 126.6 +37%
% of revenue 10.0% 10.2% -20bps
Adjusted EBIT(3) 149.3 107.0 +40%
% of revenue 8.6% 8.7% -10bps
Adjusted profit before tax(4) 149.9 108.3 +38%
Adjusted diluted earnings per
share(5) 8.67p 5.88p +47%
--------------------------------- ------------ ------------ ---------
(1) Net cash is cash less borrowings.
(2) Adjusted EBITDA is calculated as profit before tax,
interest, depreciation, amortisation, and share-based payment
charges.
(3) Adjusted EBIT is calculated as profit before tax, interest,
share-based payment charges, and amortisation of acquired
intangible assets.
(4) Adjusted profit before tax is calculated as profit before
tax, excluding share-based payment charges and amortisation of
acquired intangible assets.
(5) Adjusted diluted earnings per share is calculated as diluted
earnings per share, adding back amortisation of acquired
intangibles, share-based payment charges, and adjusting to 34% of
the non-controlling interest as in previous years
Group overview
Group revenue for the year increased by 41% (41% CER) to
GBP1.745 billion (2020: GBP1.235 billion). Revenue growth across
all territories and brands was strong. Our longer-established
brands continued their strong growth, whilst the newer brands
delivered rapid incremental growth as they were refreshed and
relaunched.
Adjusted EBITDA was GBP173.6 million (2020: GBP126.6 million),
an increase of 37% on the previous year. Through leverage of
overheads and tight control of costs, we were able to largely
offset the increase in overseas distribution costs caused by the
pandemic and were able to deliver an adjusted EBITDA margin of
10.0% (2020: 10.2%). Profit before tax was GBP124.7 million (2020:
GBP92.2 million), an increase of 35%. Adjusted diluted earnings per
share was 8.67p, up 47% on the prior year. Diluted earnings per
share rose to 7.25p, an increase of 36% (2020: 5.35p).
Cash generation was strong, with operating cash flow of GBP201.1
million (2020: GBP127.3 million). Net cash flow was GBP30.6 million
(2020: GBP47.6 million), following significant infrastructure
capital expenditure of GBP49.3 million, the acquisition of the new
brands and associated intellectual property for GBP73.4 million and
the remaining minority interest in PrettyLittleThing for GBP161.9
million (a related party transaction). The share placing raised
GBP195.7 million net of issue costs and GBP39.4 million was spent
on the purchase of own shares for the Employee Benefit Trust. Our
net cash balance at the period end increased to GBP276.0 million
(2020: GBP240.6 million).
Our priority throughout the pandemic has been to ensure the
safety of our colleagues, customers and partners by following
government guidelines on safe working practices. We have been able
to continue operating our facilities on this basis, which has kept
the business functioning with the support of all parties involved.
During this period, in light of its strong trading performance, the
group has not claimed any of the UK Government's financial support
packages for businesses.
The group has continued to benefit from strong growth across all
brands and geographies, as the convenience, pricing, product range
and customer service resonated with consumers, even more so in
these unprecedented times. Customer return rates across all
geographic regions have been lower than in the pre-pandemic period,
with fluctuations towards levels closer to normal during periods of
easing of lockdowns.
Active customer numbers in the last 12 months increased by 28%
to 17.8 million. We have seen an 8% increase in the number of items
per basket, which we are attributing largely to the impact of the
pandemic. Session growth was 27%. Website conversion rate to sale
remained steady at 4.28%.
The three brands that we acquired in the previous financial
year, Miss Pap, Karen Millen and Coast, are growing well, with
solid foundations being built and the promise of bright futures. In
June 2020, we acquired a further two new womenswear brands, Oasis
and Warehouse, which have a great heritage and a strong following
in the UK. Both brands started to trade on new websites from late
July and have made excellent progress. In January 2021 we acquired
the online business and intellectual property of Debenhams for
GBP55.0 million, which we will develop into a digital department
store and marketplace. In February 2021 we acquired the Dorothy
Perkins, Wallis and Burton brands and inventory for GBP25.2
million, which will broaden our demographic reach and product
offering. These three new brands continued to trade on the former
Arcadia platform for a three-month period, pending transition to
our platform. We are very excited about the potential of these new
brands, as they complement our successful and comprehensive,
multi-brand platform.
The remaining 34% minority interest in PrettyLittleThing was
acquired in May 2020, ahead of the original 2022 option-to-acquire
date, for a combination of cash and shares with initial
consideration GBP269.8 million, potentially rising to GBP323.8
million. PrettyLittleThing is continuing to trade very well, with
high growth rates across all territories and the acquisition
resulted in substantial earnings enhancement for the group's
shareholders. We remain excited about PLT's long-term prospects and
the value creation opportunity that exists for the group's
shareholders.
Performance by market
UK
The UK market continues to be the largest for the group,
accounting for 54% of revenue (2020: 55%). Growth of 39% to
GBP945.1 million was strong across all brands, with the three new
brands acquired in the prior year augmenting this growth as they
built from a low base. Our multi-brand strategy continues to enable
us to gain market share in the UK, through our compelling consumer
proposition.
Gross margin increased from 50.3% to 50.9%, supported by a small
increase in basket size and a strong product offering. During the
lockdown period, we increased the offering of activewear,
loungewear and tops, reacting quickly to the changes in demand from
home working, which was highly successful. Return rates have been
lower than in the previous year, due to a different mix of product
and consumer behaviour during the pandemic. Online shopping clearly
benefitted from the lockdown, with strong customer growth
continuing, and, with a prudent strategy to reduce marketing costs
as a percentage of sales, we were able to achieve improved
profitability. The convenience of our comprehensive range of
customer payment options has also added to customer growth and
purchase frequency.
Rest of Europe
It is apparent that the restrictions on movement and the effect
of lockdowns in Europe have impacted growth variably at different
points in time across the continent, but nevertheless, overall
performance was pleasing. Revenue growth of 30% to GBP244.7 million
was good across all brands and all major countries, starting with
exceptional growth rates in Q1, resulting from consumers shifting
to online shopping during lockdown, and continuing with moderating
growth in subsequent quarters. Overall, return rates have been
significantly lower than in the previous year, with some resumption
to normal levels during easing of lockdowns. Gross margin declined
from 58.0% to 56.2%.
The group had planned for many months to ensure that it could
continue to trade effectively with EU countries after the end of
the transition period on 31 December 2020, following Brexit. As a
result, operations continued uninterrupted in January and February
2021, although additional customs compliance costs and duty on some
products does increase costs moderately. Whilst these costs will
continue to provide a modest headwind in the new financial year,
the group will look to mitigate these costs, for example, through
operational efficiencies.
USA
The group's highest territorial growth rates have been seen in
the USA, as the brands' momentum builds and market share increases.
PrettyLittleThing, Karen Millen and boohooMAN continued their
exceptional growth, whilst boohoo and NastyGal grew strongly too.
With all brands supported by the success of social media outreach
and the compelling customer proposition, group USA revenue
increased by 65% to GBP435.1 million. Return rates have also been
significantly lower than in the previous year.
Gross margin improved slightly from 59.8% to 59.9%. Increases in
basket size and reduced return rates have only partially offset the
significant rise in distribution costs caused by the pandemic's
impact on carrier capacity. We expect higher distribution costs to
continue for some time to come until there is a resumption of a
more normal level of air traffic.
Rest of world
Growth in the rest of the world has been moderate at 16% to
GBP120.4 million, impacted undoubtedly by the delays in the
distribution network caused by greatly reduced airfreight capacity.
Gross margin declined slightly from 55.8% to 54.9%, a small
reduction given the challenging conditions in overseas territories
brought about by the pandemic. Airfreight capacity constraints,
caused by the pandemic, also increased distribution costs to the
more distant markets and this is expected to continue for some time
to come.
Agenda for Change
Our programme for the Agenda for Change commenced with the
publication of Alison Levitt QC's Independent Review of the group's
UK supply chain, published in full in September 2020. We followed
the report with the appointment in November 2020 of Sir Brian
Leveson PC to oversee progress on implementation of the report's
recommendations, which the board intends to implement in full. Sir
Brian's first board report, which was published in full, reported
progress at pace in January 2021, while noting that recommendations
remain work in progress. Sir Brian's most recent update, published
in March 2021 alongside the group's UK supplier list, notes that
the depth and detail of supplier audits have dramatically changed
the way the industry is run in Leicester and the determination of
boohoo to embed a new way of working which, despite a number of
acquisitions in recent months, remains its top priority.
The areas the group is committed to bring to fruition are:
enhancing corporate governance; redefining our purchasing
practices; raising standards across our supply chain; supporting
Leicester's workers and workers' rights; supporting suppliers; and
demonstrating best practice in action. Significant progress on the
Agenda for Change has been delivered by our teams over the last six
months and the group expects to make further great progress in the
coming year, with publication of our global supplier list expected
by September 2021.
Corporate governance
The board is committed to strengthening corporate governance and
progress to date includes: the appointment of Shaun McCabe as an
independent non-executive director and Chair of the Audit and Risk
Committees; the appointment of a Group Director of Responsible
Sourcing and resourcing of a support team; the publication of the
group's first Sustainability Report; and the search for an
additional non-executive director with ESG experience. The Risk
Committee is a high-profile board function created to oversee, in
particular, the Supply Chain Compliance Committee as part of the
Agenda for Change, demonstrating our commitment to change at the
highest level in the company. Additionally, the group appointed Sir
Brian Leveson PC to provide oversight of its Agenda for Change
programme in November 2020.
Sustainability
The group published its first sustainability strategy, UP.FRONT,
in March 2021, in which we have addressed key priority areas and
time-based targets to achieve our goals. The three key areas of
focus are smarter manufacturing of clothes, better terms for
suppliers and action in responsible business practices to reduce
our carbon footprint. This strategy has been formulated over the
past year by the sustainability team, with board support
demonstrating the group's firm commitment to tangible progress in
this area.
Continued profitable growth
Financial review
"The group has achieved a strong performance with revenues and
profits increasing in all territories and across all brands."
Revenue by geographical market
2021 2020 Change Change
GBP million GBP million CER
---------------- ------------ ------------ ------- -------
UK 945.1 679.4 +39% +39%
Rest of Europe 244.7 188.4 +30% +30%
USA 435.1 263.6 +65% +63%
Rest of world 120.4 103.5 +16% +19%
---------------- ------------ ------------ ------- -------
1,745.3 1,234.9 +41% +41%
================ ============ ============ ======= =======
KPIs
2021 2020 Change
Active customers(1) 17.8 million 13.9 million +28%
Number of orders 53.4 million 42.2 million +27%
Order frequency(2) 3.00 3.04 -1%
Conversion rate to sale (3) 4.28% 4.26% +2bps
Average order value(4) GBP46.06 GBP43.50 +6%
Number of items per basket 3.32 3.06 +8%
----------------------------- ------------- ------------- -------
(1) Defined as having shopped in the last 12 months on the
website
(2) Defined as number of website orders in last 12 months
divided by number of active customers
(3) Defined as the percentage of website orders taken to
internet sessions
(4) Calculated as gross sales including sales tax divided by the
number of orders
Consolidated income statement
2021 2020 Change
GBP million GBP million
---------------------------------------------------------------------------- ------------ ------------ -------
Revenue 1,745.3 1,234.9 +41%
Cost of sales (800.1) (568.6) +41%
---------------------------------------------------------------------------- ------------ ------------ -------
Gross profit 945.2 666.3 +42%
Gross margin 54.2% 54.0% +20bps
Operating costs (772.6) (539.9)
Other income 1.0 0.2
Adjusted EBITDA 173.6 126.6 +37%
Adjusted EBITDA margin % 10.0% 10.2% -20bps
Depreciation (20.1) (16.6)
Amortisation of other intangible assets (4.2) (3.0)
Adjusted EBIT 149.3 107.0 +40%
Adjusted EBIT margin % 8.6% 8.7% -10bps
Adjusting items:
Amortisation of acquired intangible assets (5.5) (5.1)
Equity-settled share-based payment charges (19.7) (11.0)
Operating profit 124.1 90.9 +37%
Finance income 0.9 1.7
Finance expense (0.3) (0.4)
---------------------------------------------------------------------------- ------------ ------------ -------
Profit before tax 124.7 92.2 +35%
Tax (31.3) (19.3)
---------------------------------------------------------------------------- ------------ ------------ -------
Profit after tax for the year 93.4 72.9 +28%
============================================================================ ============ ============ =======
Diluted earnings per share 7.25p 5.35p +36%
Adjusted profit after tax for the year 113.8 86.0 +32%
Amortisation of acquired intangible assets (5.5) (5.1)
Share-based payment charges (19.7) (11.0)
Adjustment for tax 4.8 3.0
---------------------------------------------------------------------------- ------------ ------------ -------
Profit after tax for the year 93.4 72.9
---------------------------------------------------------------------------- ------------ ------------ -------
Adjusted profit for the period attributable to shareholders of the company 108.5 69.9 +55%
Adjusted diluted earnings per share 8.67p 5.88p +47%
---------------------------------------------------------------------------- ------------ ------------ -------
Operating costs comprise distribution costs and administrative
expenses excluding depreciation and amortisation and have increased
by 60bps to 44.3% of revenue, with tight control of overheads and
marketing costs mitigating the increase in overseas distribution
costs caused by the pandemic.
Adjusted EBITDA, which is not a statutory measure, represents
earnings before interest, tax, depreciation, amortisation, non-cash
share-based payments charges and exceptional items. It provides a
useful measure of the underlying profitability of the business.
Adjusted EBITDA increased by 37% from GBP126.6 million to GBP173.6
million and, as a percentage of revenue, moved from 10.2% to
10.0%.
Adjusted profit after tax, as with Adjusted EBITDA, provides
another more consistent measure of the underlying profitability of
the business by removing non-cash amortisation of intangible assets
relating to the acquisition of new brands (being their trademarks
and customer lists), share-based payment charges and exceptional
items.
Taxation
The effective rate of tax for the year was 25.1% (2020: 21.0%),
which is higher (2020: higher) than the blended UK statutory rate
of tax for the year of 19.0% (2020: 19.0%), due to expenditure not
deductible for tax purposes, being principally depreciation on
buildings and fit-out, disallowable legal claims and share-based
payment charges on growth shares.
Consolidated statement of financial position
2021 2020
GBP million GBP million
--------------------------------------- ------------ ------------
Intangible assets 118.3 42.3
Property, plant and equipment 141.6 119.2
Right-of-use assets 16.7 14.6
Financial assets 13.1 4.5
Deferred tax asset 3.2 6.0
---------------------------------------- ------------ ------------
Non-current assets 292.9 186.6
Working capital (90.9) (63.9)
Lease liabilities (18.3) (16.2)
Net financial assets/(liabilities) 12.6 (9.0)
Cash and cash equivalents 276.0 245.4
Interest-bearing loans and borrowings - (4.8)
Deferred tax liability (4.2) (3.6)
Net current tax asset/(liability) 4.4 (6.6)
Net assets 472.5 327.9
======================================== ============ ============
The increase in intangible assets is due to the purchase of the
new brands. The right-of-use-assets are the capitalised value of
property leases. Working capital has decreased in line with
business growth and because of the increase in provisions of
GBP23.4 million due to a number of claims. The lease liability is
the discounted value of future lease payments. The group has repaid
all its borrowings.
Intangible and fixed asset additions
2021 2020
GBP million GBP million
--------------------------------------------------- ------------ ------------
Purchased intangible and fixed assets
Intangible assets
Trademarks and customer lists 73.4 19.4
Software 12.3 3.8
---------------------------------------------------- ------------ ------------
85.7 23.2
Tangible fixed assets
Distribution centres 16.9 15.4
Offices, office equipment, fixtures and fit-outs 20.0 6.6
Motor vehicles 0.1 0.4
---------------------------------------------------- ------------ ------------
37.0 22.4
Total intangible and fixed asset additions 122.7 45.6
==================================================== ============ ============
Liquidity and financial resources
Operating cash flow was GBP201.1 million compared to GBP127.3
million in the previous year and free cash outflow after tax was
GBP121.8 million compared to an inflow of GBP70.1 million in the
previous financial year. Capital expenditure and intangible asset
purchases were GBP49.3 million, which includes a GBP16.9 million
investment in our distribution centres to support projected growth
in the business, acquisition of new brands was GBP73.4 million and
purchase of the remaining non-controlling interest in
PrettyLittleThing was GBP161.9 million. The closing cash balance
for the group was GBP276.0 million.
Consolidated cash flow statement
2021 2020
GBP million GBP million
-------------------------------------------------------------- ------------ ------------
Profit after tax for the year 93.4 72.9
Share-based payments charge 19.7 11.0
Depreciation charges and amortisation 29.8 24.7
Finance income (0.9) (1.7)
Finance expense 0.3 0.4
Loss on sale of fixed assets - 0.2
Tax expense 31.3 19.3
Increase in inventories (45.8) (32.3)
Increase in trade and other receivables (8.8) (9.4)
Increase in trade and other payables 82.1 42.2
-------------------------------------------------------------- ------------ ------------
Operating cash flow 201.1 127.3
Capital expenditure and intangible asset purchases (49.3) (26.2)
Acquisition of new brands (73.4) (19.4)
Acquisition of non-controlling interest in PrettyLittleThing (161.9) -
Tax paid (38.3) (11.6)
Free cash (outflow)/inflow after tax (121.8) 70.1
Net proceeds from the issue of ordinary shares 201.4 2.7
Purchase of own shares by EBT (39.4) (14.9)
Finance income received 1.2 1.8
Finance expense paid (0.1) (0.3)
Dividend paid to non-controlling interests - (3.4)
Lease payments (5.9) (6.0)
Repayment of borrowings (4.8) (2.4)
Net cash flow 30.6 47.6
Cash and cash equivalents at beginning of year 245.4 197.8
-------------------------------------------------------------- ------------ ------------
Cash and cash equivalents at end of year 276.0 245.4
============================================================== ============ ============
Trends and factors likely to affect future performance
The market for online fashion is forecast to continue to grow
and, along with the increasing use of the internet globally,
provides a favourable backdrop for the group with much opportunity
for further growth. Customers throughout the world are seeking a
wide choice of quality products at value prices lower than those
available on the high street, with the convenience of home
delivery. The group's target market has a high propensity to spend
on fashion and the market is quite resilient to external
macroeconomic factors.
Outlook
As always, our focus is to maintain an outstanding customer
proposition, with the latest fashion at great prices, combined with
excellent customer service. To this end, we have a plan of
continuous investment in our systems, infrastructure and technology
to ensure we offer an optimal online shopping experience as we look
to further cement our position as a leader in global fashion
e-commerce.
Revenue growth for the full year to February 2022 is expected to
be around 25% at a group level, with newly-acquired brands expected
to deliver approximately five percentage points of this growth.
Growth within our established brands remains strong and over the
last two years we have achieved a revenue CAGR of 42%. Trading in
the first few weeks of the financial year has been encouraging,
however, the economic outlook remains uncertain and we expect the
benefits seen from reduced returns over the last twelve months to
begin to unwind this year, whilst still experiencing significantly
elevated levels of carriage and freight costs.
Whilst the group did see some benefits to demand in the last
financial year due to lockdowns around the world, traditional core
categories such as dresses and going out saw significant declines.
As markets re-open we are already seeing the early benefits of this
and believe that the strengths of our test and repeat model and
platform leave the group well-positioned to capitalise on any
rebound in key geographies as markets exit lockdown globally.
Margins for established brands are expected to be in line year
on year. We expect investment in newly-acquired brands to dilute
the group's overall adjusted EBITDA margin by 50-100bps, with the
group's adjusted EBITDA margin expected to be in the region of
9.5-10% for the full year.
Adjusted EBITDA is likely to see more of a weighting towards the
second half of the year, reflecting a strong comparative period in
the first half. This is consistent with financial years prior to
the one herein reported, and the group expects a higher adjusted
EBITDA margin in the second half, reflecting investments in our
scalable multi-brand platform.
As announced on 12 April 2021, the group acquired a new office
in the heart of London's West End for GBP72 million. Capital
expenditure for the remainder of the financial year is expected to
be in the region of GBP125-175 million. This relates to growth
investments in our new warehouse sites in Wellingborough and
Daventry, as well as continued enhancements to our existing
facilities, including automation at our Sheffield site to increase
both capacity and efficiency.
We are focused on building the business for the future and
continued investment in our brands, infrastructure, people and
technology will drive this growth and further economies of scale.
We are also committed to continued improvements across our
environmental responsibilities and to accelerate our sustainability
journey. The group's medium-term target of sales growth of 25% per
annum and an adjusted EBITDA margin of around 10% remains
unchanged.
Consolidated statement of comprehensive income
for the year ended 28 February 2021
Note 2021 2020
GBP million GBP million
---------------------------------------- ---- ----------- -----------
Revenue 2 1,745.3 1,234.9
Cost of sales (800.1) (568.6)
---------------------------------------- ---- ----------- -----------
Gross profit 945.2 666.3
Distribution costs (422.0) (278.3)
Administrative expenses (400.1) (297.3)
---------------------------------------- ---- ----------- -----------
Amortisation of acquired intangibles (5.5) (5.1)
Other administrative expenses (394.6) (292.2)
---------------------------------------- ---- ----------- -----------
Other income 3 1.0 0.2
---------------------------------------- ---- ----------- -----------
Operating profit 124.1 90.9
Finance income 4 0.9 1.7
Finance expense (0.3) (0.4)
---------------------------------------- ---- ----------- -----------
Profit before tax 6 124.7 92.2
Taxation 10 (31.3) (19.3)
Profit for the year 93.4 72.9
======================================== ==== =========== ===========
Profit for the year attributable to:
Owners of the parent company 90.7 63.7
Non-controlling interests 2.7 9.2
---------------------------------------- ---- ----------- -----------
93.4 72.9
======================================== ==== =========== ===========
Total other comprehensive income for the year
Impact of adoption of IFRS 16 - (0.5)
Loss reclassified to profit and loss
during the year 9.0 1.3
Fair value gain/(loss) on cash flow
hedges during the year 21.2 (13.6)
Total comprehensive income for the
year 123.6 60.1
======================================== ==== =========== ===========
Total comprehensive income attributable
to:
Owners of the parent company 120.9 50.9
Non-controlling interests 2.7 9.2
---------------------------------------- ---- ----------- -----------
123.6 60.1
======================================== ==== =========== ===========
Earnings per share 7
Basic 7.43p 5.48p
Diluted 7.25p 5.35p
---------------------------------------- ---- ----------- -----------
Consolidated statement of financial position
at 28 February 2021
Note 2021 2020
GBP million GBP million
-------------------------------------- ---- ----------- -----------
Assets
Non-current assets
Intangible assets 11 118.3 42.3
Property, plant and equipment 12 141.6 119.2
Right-of-use assets 13 16.7 14.6
Financial assets 25 13.1 4.5
Deferred tax 14 3.2 6.0
-------------------------------------- ---- ----------- -----------
292.9 186.6
Current assets
Inventories 15 144.9 99.1
Trade and other receivables 16 40.6 31.8
Financial assets 25 17.1 6.6
Current tax asset 4.4 -
Cash and cash equivalents 17 276.0 245.4
Total current assets 483.0 382.9
Total assets 775.9 569.5
Liabilities
Current liabilities
Trade and other payables 18 (222.9) (165.5)
Provisions 19 (53.5) (29.3)
Interest-bearing loans and borrowings 20 - (2.4)
Lease liabilities 21 (6.7) (5.4)
Financial liabilities 25 (2.6) (8.7)
Current tax liability - (6.6)
Total current liabilities (285.7) (217.9)
Non-current liabilities
Interest-bearing loans and borrowings 20 - (2.4)
Lease liabilities 21 (11.6) (10.8)
Financial liabilities 25 (1.9) (6.9)
Deferred tax 14 (4.2) (3.6)
Total liabilities (303.4) (241.6)
Net assets 472.5 327.9
====================================== ==== =========== ===========
Equity
Share capital 22 12.6 11.7
Shares to be issued 23 31.9 -
Share premium 916.2 608.4
Hedging reserve 25.7 (4.5)
EBT reserve (56.5) (17.1)
Other reserves 24 (795.2) (515.2)
Non-controlling interest - 17.3
Retained earnings 337.8 227.3
-------------------------------------- ---- ----------- -----------
Total equity 472.5 327.9
====================================== ==== =========== ===========
Consolidated statement of changes in equity
Share Shares Share Hedging EBT Other Non-controlling Retained earnings Total
capital to be premium reserve reserve reserves interest equity
issued
GBP GBP GBP GBP GBP GBP GBP million GBP million GBP
million million million million million million million
Balance at 28
February 2019 11.6 - 606.1 7.8 (2.2) (515.2) 8.4 153.9 270.4
Impact of adoption
of IFRS 16 - - - - - - - (0.5) (0.5)
Profit for the
year - - - - - - 9.2 63.7 72.9
Other
comprehensive
income/(expense):
Loss reclassified
to profit and
loss in revenue - - - 1.3 - - - - 1.3
Fair value loss on
cash flow hedges
during the year - - - (13.6) - - - - (13.6)
------------------ ------- ------- ------- ------- ------- -------- --------------- -------------------- -------
Total
comprehensive
income for the
year - - - (12.3) - - 9.2 63.2 60.1
Issue of shares 0.1 - 2.3 - (14.9) - 0.3 - (12.2)
Share-based
payments credit - - - - - - 0.5 10.5 11.0
Excess taxation on
share-based
payments - - - - - - - 2.0 2.0
Translation of - - - - - - - - -
foreign operations
Non-controlling
interests'
increase in share
of net assets 2.3 (2.3) -
Dividend paid to
non-controlling
interests - - - - - - (3.4) - (3.4)
Balance at 29
February 2020 11.7 - 608.4 (4.5) (17.1) (515.2) 17.3 227.3 327.9
Profit for the
year - - - - - - 2.7 90.7 93.4
Other
comprehensive
income/(expense):
Loss reclassified
to profit and
loss in revenue - - - 9.0 - - - - 9.0
Fair value gain on
cash flow hedges
during the year - - - 21.2 - - - - 21.2
------------------ ------- ------- ------- ------- ------- -------- --------------- -------------------- -------
Total
comprehensive
income for the
year - - - 30.2 - - 2.7 90.7 123.6
Issue of shares 0.6 - 169.8 - (39.4) 0.8 (0.2) - 131.6
Share-based
payments credit - - - - - - 0.5 19.2 19.7
Excess taxation on
share-based
payments - - - - - - 0.1 0.6 0.7
Acquisition of
non-controlling
interest (see
note 1) 0.3 31.9 138.0 - - (281.3) (20.4) - (131.5)
Translation of
foreign
operations - - - - - 0.5 - - 0.5
Balance at 28
February 2021 12.6 31.9 916.2 25.7 (56.5) (795.2) - 337.8 472.5
------------------ ------- ------- ------- ------- ------- -------- --------------- -------------------- -------
Consolidated cash flow statement
for the year ended 28 February 2021
Note 2021 2020
GBP million GBP million
--------------------------------------------- ---- ----------- -----------
Cash flows from operating activities
Profit for the year 93.4 72.9
Adjustments for:
Share-based payments charge 19.7 11.0
Depreciation charges and amortisation 29.8 24.7
Loss on sale of fixed assets - 0.2
Finance income (0.9) (1.7)
Finance expense 0.3 0.4
Tax expense 31.3 19.3
--------------------------------------------- ---- ----------- -----------
173.6 126.8
Increase in inventories 15 (45.8) (32.3)
Increase in trade and other receivables 16 (8.8) (9.4)
Increase in trade and other payables 18 82.1 42.2
Cash generated from operations 201.1 127.3
Tax paid (38.3) (11.6)
Net cash generated from operating activities 162.8 115.7
Cash flows from investing activities
Acquisition of intangible assets 11 (85.7) (23.2)
Acquisition of property, plant and equipment 12 (37.0) (22.4)
Acquisition of non-controlling interest
in PrettyLittleThing 1 (161.9) -
Finance income received 1.2 1.8
Net cash used in investing activities (283.4) (43.8)
Cash flows from financing activities
Proceeds from the issue of ordinary shares 204.9 2.7
Share issue costs written off to share
premium (3.5) -
Purchase of own shares by EBT (39.4) (14.9)
Finance expense paid (0.1) (0.3)
Dividend paid to non-controlling interests - (3.4)
Lease payments (5.9) (6.0)
Repayment of borrowings (4.8) (2.4)
Net cash used in financing activities 151.2 (24.3)
Increase in cash and cash equivalents 30.6 47.6
============================================= ==== =========== ===========
Cash and cash equivalents at beginning
of year 245.4 197.8
--------------------------------------------- ---- ----------- -----------
Cash and cash equivalents at end of year 276.0 245.4
============================================= ==== =========== ===========
Notes to the financial statements
(forming part of the financial statements)
1 Accounting policies
General information
boohoo group plc operates as a multi-brand online retailer,
based in the UK and is a public limited company incorporated and
domiciled in Jersey and listed on the Alternative Investment Market
(AIM) of the London Stock Exchange. Its registered office address
is: 12 Castle Street, St Helier, Jersey, JE2 3RT. The company was
incorporated on 19 November 2013.
Basis of preparation
This condensed consolidated financial information for the year
ended 28 February 2021 has been prepared in accordance with the
recognition and measurement criteria of International Financial
Reporting Standards as adopted by the European Union ("Adopted
IFRSs"), IFRS IC Interpretations and the Companies (Jersey) Law
1991.
The financial statements have been approved on the assumption
that the group and company remain a going concern.
The financial information contained in this preliminary
announcement for the years ended 28 February 2021 and 29 February
2020 does not comprise the group's statutory financial statements
within the meaning of Companies (Jersey) Law 1991. Statutory
accounts for the year ended 28 February 2021 will be filed with the
Jersey Companies Registry in due course. The auditors' reports on
the statutory accounts for each of the years ended 28 February 2021
from PKF Littlejohn LLP and 29 February 2020 from
PricewaterhouseCoopers LLP are unqualified, do not draw attention
to any matters by way of emphasis and do not contain any statement
under any matters that are required to be reported by exception
under Companies (Jersey) Law 1991.
New and amended standards adopted by the group
The following new standards, and amendments to standards, have
been adopted by the group for the first time during the year
commencing 1 March 2020:
-- Amendments to References to the Conceptual Framework in IFRS Standards;
-- Amendments to IFRS 3: Business Combinations;
-- Amendments to IAS 1 and IAS 8: Definition of Material.
Standards, amendments and interpretations to existing standards
that are not yet effective and have not been early adopted by the
group and/or company.
The following standards have been published and are mandatory
for accounting periods beginning after 1 March 2020 but have not
been early adopted by the group or company and could have an impact
on the group and company financial statements:
-- Amendments to IAS 1: Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current and
Amendments to IAS 1: Classification of Liabilities as Current or
Non-current - Deferral of Effective Date - effective 1 January
2023;
-- Amendments to IFRS 3: Business Combinations - Reference to
the Conceptual Framework - effective 1 January 2022;
-- Amendments to IAS 16: Property, Plant and Equipment - effective 1 January 2022;
-- Amendments to IAS 37: Provisions, Contingent Liabilities and
Contingent Assets - effective 1 January 2022;
-- Annual Improvements to IFRS Standards 2018-2020 Cycle - 1 January 2022.
Measurement convention
The consolidated financial statements have been prepared under
the historical cost convention, excluding financial assets and
financial liabilities (including derivative instruments) held at
fair value through profit or loss. The principal accounting
policies adopted in the preparation of these financial statements
are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
Going concern
The directors have reviewed the group's forecast and
projections, including assumptions concerning capital expenditure
and expenditure commitments and their impact on cash flows, and
have a reasonable expectation that the group has adequate financial
resources to continue its operations for the foreseeable future.
For this reason, they have continued to adopt the going concern
basis in preparing the financial statements.
In preparing the preliminary announcement, the directors have
also made reasonable and prudent judgements and estimates and
prepared the preliminary announcement on the going concern basis.
The preliminary announcement and management report contained herein
give a true and fair view of the assets, liabilities, financial
position and profit and loss of the group.
Acquisition of the non-controlling interest in
PrettyLittleThing.com Limited
The remaining 34% non-controlling interest in PrettyLittleThing
was acquired in May 2020, ahead of the original 2022
option-to-acquire date, for a combination of cash and shares with
initial total consideration GBP269.8 million, potentially rising to
GBP323.8 million subject to the group's share price averaging 491
pence per share over a six-month period up until a longstop date of
14 March 2024. If this condition is not met (although management
has judged it will be met), this final GBP54 million element of
consideration will lapse.
The amount written off to equity, in other reserves, as shown in the consolidated statement
of changes in equity is as follows:
GBP million
-------------------------------------------------------------------------------------------- -----------
Cash consideration 161.9
Share consideration 107.9
Fair value of future performance-related share consideration 31.9
Less: carrying value of non-controlling interest (20.4)
-------------------------------------------------------------------------------------------- -----------
Amount written off to other reserves 281.3
============================================================================================ ===========
2 Segmental analysis
IFRS 8, 'Operating Segments', requires operating segments to be
determined based on the group's internal reporting to the chief
operating decision maker. The chief operating decision maker is
considered to be the executive board, which has determined that the
primary segmental reporting format of the group for the year ending
February 2021 is by geographic region. This is a change to the
segments reported in previous periods, since the group has become
multi-brand and now focusses on geographic performance at a group
level and not on individual brand performance. The group strategy
is to increase market share in each territory using the optimum mix
of brands that is appropriate for each market, taking into account
factors such as consumer preference, established presence and brand
appeal.
Year ended 28 February 2021
UK Rest of Europe USA Rest of Total
world
GBP million GBP million GBP million GBP million GBP million
------------------------- ----------- -------------- ----------- ----------- -----------
Revenue 945.1 244.7 435.1 120.4 1,745.3
Cost of sales (464.2) (107.1) (174.5) (54.3) (800.1)
-------------------------- ----------- -------------- ----------- ----------- -----------
Gross profit 480.9 137.6 260.6 66.1 945.2
h
Distribution costs - - - - (422.0)
Administrative expenses
- other - - - - (394.6)
Amortisation of acquired
intangibles - - - - (5.5)
Other income - - - - 1.0
-------------------------- ----------- -------------- ----------- ----------- -----------
Operating profit - - - - 124.1
Finance income - - - - 0.9
Finance expense - - - - (0.3)
-------------------------- ----------- -------------- ----------- ----------- -----------
Profit before tax - - - - 124.7
========================== =========== ============== =========== =========== ===========
Year ended 29 February 2020
UK Rest of Europe USA Rest of Total
world
GBP million GBP million GBP million GBP million GBP million
------------------------- ----------- -------------- ----------- ----------- -----------
Revenue 679.4 188.4 263.6 103.5 1,234.9
Cost of sales (337.8) (79.2) (105.9) (45.7) (568.6)
-------------------------- ----------- -------------- ----------- ----------- -----------
Gross profit 341.6 109.2 157.7 57.8 666.3
Distribution costs - - - - (278.3)
Administrative expenses
- other - - - - (292.2)
Amortisation of acquired
intangibles - - - - (5.1)
Other income - - - - 0.2
-------------------------- ----------- -------------- ----------- ----------- -----------
Operating profit - - - - 90.9
Finance income - - - - 1.7
Finance expense - - - - (0.4)
-------------------------- ----------- -------------- ----------- ----------- -----------
Profit before tax - - - - 92.2
========================== =========== ============== =========== =========== ===========
Due to the nature of its activities, the group is not reliant on
any individual customers.
No analysis of the assets and liabilities of each operating
segment is provided to the chief operating decision maker in the
monthly management accounts, therefore no measure of segmental
assets or liabilities is disclosed in this note. Non-current assets
located outside the UK comprise offices in the USA with a net book
value of GBP2.5 million.
3 Other income
2021 2020
GBP million GBP million
----------------------- ----------- -----------
Property rental income 1.0 0.2
------------------------ ----------- -----------
4 Finance income and expense
2021 2020
GBP million GBP million
---------------------------------------- ----------- -----------
Finance income: Bank interest received 0.9 1.7
========================================= =========== ===========
Finance expense: Loan interest paid (0.1) (0.1)
Finance expense: IFRS 16 lease interest (0.2) (0.3)
----------------------------------------- ----------- -----------
(0.3) (0.4)
======================================== =========== ===========
5 Auditors' remuneration
2021 2020
GBP million GBP million
----------------------------------------------------------------------------- ----------- -----------
Audit of these financial statements - -
Disclosure below based on amounts receivable in respect of services to the group
Amounts receivable by auditors and their associates in respect of:
Audit of financial statements of subsidiaries pursuant to legislation 0.4 0.2
Other services relating to taxation - 0.2
0.4 0.4
============================================================================= =========== ===========
The auditors' remuneration in 2021 is payable to PKF Littlejohn
LLP, whereas that in 2020 was payable to PricewaterhouseCoopers
LLP.
6 Profit before tax
Profit before tax is stated after charging: 2021 2020
GBP million GBP million
------------------------------------------------- ----------- -----------
Short-term operating lease rentals for buildings 0.2 0.2
Equity-settled share-based payment charges 19.7 11.0
Acquisition and restructuring costs 0.3 1.3
Depreciation of property, plant and equipment 14.4 11.5
Depreciation of right-of-use assets 5.7 5.1
Amortisation of intangible assets 4.2 3.0
Amortisation of acquired intangible assets 5.5 5.1
------------------------------------------------- ----------- -----------
7 Earnings per share
Basic earnings per share is calculated by dividing profit after
tax attributable to members of the holding company by the weighted
average number of shares in issue during the year. Own shares held
by the Employee Benefit Trust are eliminated from the weighted
average number of shares. Diluted earnings per share is calculated
by dividing the profit after tax attributable to members of the
holding company by the weighted average number of shares in issue
during the year, adjusted for potentially dilutive share
options.
2021 2020
Weighted average shares in issue for basic
earnings per share 1,220.7 1,161.4
Dilutive share options 31.4 27.7
------------------------------------------------ -------- --------
Weighted average shares in issue for diluted
earnings per share 1,252.1 1,189.1
================================================ ======== ========
Earnings (GBP million) 90.7 63.7
Basic earnings per share 7.43p 5.48p
Diluted earnings per share 7.25p 5.35p
------------------------------------------------ -------- --------
Earnings (GBP million) 90.7 63.7
Adjusting items:
Amortisation of intangible assets arising
on acquisitions 5.5 5.1
Share-based payments charges 19.7 11.0
Share based payment charge adjustment for
non-controlling interests (0.7) (0.7)
Adjustment for tax (4.8) (3.0)
Pro-forma non-controlling interest adjustment
to 34% (1.9) (6.2)
Adjusted earnings 108.5 69.9
------------------------------------------------ -------- --------
Adjusted basic earnings per share 8.89p 6.02p
Adjusted diluted earnings per share 8.67p 5.88p
------------------------------------------------ -------- --------
Adjusted earnings and adjusted earnings per share gives a more
consistent measure of the underlying performance of the business
excluding non-cash accounting charges relating to the amortisation
of intangible assets valued upon acquisitions, non-cash share-based
payment charges and increasing the non-controlling interest in
PrettyLittleThing.com Limited to 34% of net profit for the year, as
in previous years.
8 Staff numbers and costs
The average monthly number of persons employed by the group
(including directors) during the year, analysed by category, was as
follows:
Number of employees
2021 2020
--------------- ---------- ---------
Administration 1,767 1,599
Distribution 1,275 1,020
--------------- ---------- ---------
3,042 2,619
=============== ========== =========
The aggregate payroll costs of these persons were as
follows:
2021 2020
GBP million GBP million
------------------------------------------- ----------- -----------
Wages and salaries 106.6 84.9
Social security costs 9.2 8.7
Post-employment benefits 2.5 1.7
Equity-settled share-based payment charges 19.7 11.0
------------------------------------------- ----------- -----------
138.0 106.3
=========================================== =========== ===========
9 Directors' and key management compensation
2021 2020
GBP million GBP million
------------------------------------------- ----------- -----------
Short-term employee benefits 17.6 15.1
Post-employment benefits 0.2 0.2
Equity-settled share-based payment charges 2.7 2.2
20.5 17.5
=========================================== =========== ===========
10 Taxation
2021 2020
GBP million GBP million
-------------------------------------------------------------------------------------------- ----------- -----------
Analysis of charge in year
Current tax on income for the year 27.0 19.0
Adjustments in respect of prior year taxes 1.1 0.6
Deferred taxation 3.2 (0.3)
Tax on profit 31.3 19.3
============================================================================================ =========== ===========
Income tax expense computations are based on the jurisdictions in which taxable profits were
earned at prevailing rates in those jurisdictions. The company is subject to Jersey income
tax at the standard rate of 0%. The reconciliation below relates to tax incurred in the UK
where the group is tax resident. The total tax charge differs from the amount computed by
applying the UK rate of 19.0% for the year (2020: 19.0%) to profit before tax as a result
of the following:
Profit before tax 124.7 92.2
-------------------------------------------------------------------------------------------- ----------- -----------
Profit before tax multiplied by the standard rate of corporation tax of the UK of 19.0%
(2020:
19.0%) 23.7 17.5
Effects of:
Expenses not deductible for tax purposes 5.8 0.4
Change in deferred tax rate - 0.1
Adjustments in respect of prior year taxes 1.1 0.6
Overseas tax differentials 0.2 -
Depreciation on ineligible assets 0.5 0.7
Tax on profit 31.3 19.3
============================================================================================ =========== ===========
Tax recognised in the statement of changes in equity
Deferred tax (debit)/credit on movement in tax base of share options (0.2) 2.2
--------------------------------------------------------------------- ----- ---
No current tax was recognised in other comprehensive income
(2020: GBPnil).
11 Intangible assets
Patents Trademarks Customer Computer Total
and licences lists software
GBP million GBP million GBP million GBP million GBP million
-------------------------- -------------- ------------ ------------ ------------ ------------
Cost
Balance at 28 February
2019 0.6 25.1 5.8 11.9 43.4
Additions - 19.1 0.3 3.8 23.2
Disposals - - - (1.1) (1.1)
-------------------------- -------------- ------------ ------------ ------------ ------------
Balance at 29 February
2020 0.6 44.2 6.1 14.6 65.5
Additions - 71.4 2.0 12.3 85.7
Disposals - - - (3.4) (3.4)
-------------------------- -------------- ------------ ------------ ------------ ------------
Balance at 28 February
2021 0.6 115.6 8.1 23.5 147.8
========================== ============== ============ ============ ============ ============
Accumulated amortisation
Balance at 28 February
2019 0.3 5.2 4.1 6.6 16.2
Amortisation for year 0.1 3.4 1.8 2.8 8.1
Disposals - - - (1.1) (1.1)
-------------------------- -------------- ------------ ------------ ------------ ------------
Balance at 29 February
2020 0.4 8.6 5.9 8.3 23.2
Amortisation for year 0.1 5.3 0.2 4.1 9.7
Disposals - - - (3.4) (3.4)
-------------------------- -------------- ------------ ------------ ------------ ------------
Balance at 28 February
2021 0.5 13.9 6.1 9.0 29.5
========================== ============== ============ ============ ============ ============
Net book value
At 28 February 2019 0.3 19.9 1.7 5.3 27.2
At 29 February 2020 0.2 35.6 0.2 6.3 42.3
-------------------------- -------------- ------------ ------------ ------------ ------------
At 28 February 2021 0.1 101.7 2.0 14.5 118.3
========================== ============== ============ ============ ============ ============
Within the statement of comprehensive income, amortisation of
acquired intangible assets (trademarks and customer lists) of
GBP5.5 million (2020: GBP5.2 million) is shown separately. The
amount of amortisation of the other intangible assets included in
distribution costs is GBP0.2 million (2020: GBP0.4 million) and in
administrative expenses is GBP4.1 million (2020: GBP2.6 million).
Trademarks and customer list additions represent amounts paid for
those of the acquired brands: Oasis, Warehouse, Dorothy Perkins,
Wallis and Burton GBP18.4 million and Debenhams GBP55 million.
12 Property, plant and equipment
Short Fixtures Computer Motor Land Total
leasehold and fittings equipment vehicles & buildings
alterations
GBP million GBP million GBP million GBP million GBP million GBP million
-------------------------- ------------- -------------- ------------ ------------ ------------- ------------
Cost
Balance at 28 February
2019 6.0 71.8 4.6 0.4 40.2 123.0
Additions 3.6 15.7 2.1 0.5 0.5 22.4
Exchange differences - - - - 0.1 0.1
Disposals (0.5) (0.6) (0.4) - - (1.5)
-------------------------- ------------- -------------- ------------ ------------ ------------- ------------
Balance at 29 February
2020 9.1 86.9 6.3 0.9 40.8 144.0
Additions 10.2 16.1 3.6 0.1 7.0 37.0
Exchange differences - - - - (0.2) (0.2)
Disposals - (0.6) (0.8) - - (1.4)
-------------------------- ------------- -------------- ------------ ------------ ------------- ------------
Balance at 28 February
2021 19.3 102.4 9.1 1.0 47.6 179.4
========================== ============= ============== ============ ============ ============= ============
Accumulated depreciation
Balance at 28 February
2019 1.2 9.5 2.2 0.1 1.5 14.5
Depreciation charge for
the year 1.8 7.1 1.6 0.2 0.8 11.5
Exchange differences - - - - - -
Disposals (0.3) (0.6) (0.3) - - (1.2)
-------------------------- ------------- -------------- ------------ ------------ ------------- ------------
Balance at 29 February
2020 2.7 16.0 3.5 0.3 2.3 24.8
Depreciation charge for
the year 2.0 9.1 2.1 0.3 0.9 14.4
Disposals - (0.6) (0.8) - - (1.4)
-------------------------- ------------- -------------- ------------ ------------ ------------- ------------
Balance at 28 February
2021 4.7 24.5 4.8 0.6 3.2 37.8
========================== ============= ============== ============ ============ ============= ============
Net book value
At 28 February 2019 4.8 62.3 2.4 0.3 38.7 108.5
At 29 February 2020 6.4 70.9 2.8 0.6 38.5 119.2
-------------------------- ------------- -------------- ------------ ------------ ------------- ------------
At 28 February 2021 14.6 77.9 4.3 0.4 44.4 141.6
========================== ============= ============== ============ ============ ============= ============
The amounts of depreciation included in the statement of
comprehensive income in distribution costs is GBP8.7 million (2020:
GBP7.1 million) and in administrative expenses is GBP5.7 million
(2020: GBP4.4 million).
13 Right-of-use assets
Short leasehold properties
GBP million
Cost
Transition on adoption of IFRS 16 on 1 March 2019 23.5
Additions 3.6
------------------------------------------------------- ---------------------------
Balance at 29 February 2020 27.1
Additions 7.8
Balance at 28 February 2021 34.9
======================================================= ===========================
Accumulated depreciation
At 1 March 2019 7.4
Depreciation for year 5.1
Balance at 29 February 2020 12.5
Depreciation for year 5.7
------------------------------------------------------- ---------------------------
Balance at 28 February 2021 18.2
======================================================= ===========================
Net book value
At 1 March 2019 16.1
At 29 February 2020 14.6
------------------------------------------------------- ---------------------------
At 28 February 2021 16.7
======================================================= ===========================
14 Deferred tax
Assets
Depreciation in excess of capital Share-based payments Total
allowances
GBP million GBP million GBP million
---------------------------------------- --------------------------------------- --------------------- ------------
Asset at 28 February 2019 0.1 3.9 4.0
Recognised in statement of
comprehensive income 0.2 1.6 1.8
Credit in equity - 0.2 0.2
---------------------------------------- --------------------------------------- --------------------- ------------
Asset at 29 February 2020 0.3 5.7 6.0
Recognised in statement of
comprehensive income 0.3 (2.9) (2.6)
Credit in equity - (0.2) (0.2)
---------------------------------------- --------------------------------------- --------------------- ------------
Asset at 28 February 2021 0.6 2.6 3.2
======================================== ======================================= ===================== ============
Liabilities
Capital allowances in excess of Business combinations Total
depreciation
GBP million GBP million GBP million
--------------------------------------- --------------------------------------- ---------------------- ------------
Liability at 28 February 2019 (0.5) (1.6) (2.1)
Recognised in statement of
comprehensive income (1.9) 0.4 (1.5)
Liability at 29 February 2020 (2.4) (1.2) (3.6)
Recognised in statement of
comprehensive income (0.8) 0.2 (0.6)
--------------------------------------- --------------------------------------- ---------------------- ------------
Liability at 28 February 2021 (3.2) (1.0) (4.2)
--------------------------------------- --------------------------------------- ---------------------- ------------
Recognition of the deferred tax assets is based upon the
expected generation of future taxable profits. The deferred tax
asset is expected to be recovered in more than one year's time and
the deferred tax liability will reverse in more than one year's
time as the intangible assets are amortised. Deferred tax is likely
to increase from 19% as enacted to 25% from April 2023 as announced
by the UK Government.
15 Inventories
2021 2020
GBP million GBP million
------------------------- ----------- -----------
Finished goods 133.5 89.8
Finished goods - returns 11.4 9.3
------------------------- ----------- -----------
144.9 99.1
------------------------- ----------- -----------
The value of inventories included within cost of sales for the
year was GBP791.7 million (2020: GBP566.5 million). An impairment
provision of GBP15.8 million (2020: GBP7.4 million) was charged to
the statement of comprehensive income. There were no write-backs of
prior period provisions during the year.
16 Trade and other receivables
2021 2020
GBP million GBP million
------------------------------------- ----------- -----------
Trade receivables 18.3 20.6
Prepayments 10.4 7.3
Accrued income 0.3 0.3
Taxes and social security receivable 11.6 3.6
------------------------------------- ----------- -----------
40.6 31.8
===================================== =========== ===========
Trade receivables represent amounts due from wholesale customers
and advance payments to suppliers.
The fair value of trade and other receivables is not materially
different from the carrying value.
Where specific trade receivables are not considered to be at
risk and requiring a provision, the trade receivables impairment
provision is calculated using the simplified approach to the
expected credit loss model, based on the following percentages:
2021 2020
Age of trade receivable % %
------------------------ ---- ----
60 - 90 days past due 1 1
91 - 120 days past due 5 5
Over 121 days past due 90 90
------------------------- ---- ----
The provision for impairment of receivables is charged to
administrative expenses in the statement of comprehensive income.
The maturing profile of unsecured trade receivables and the
provisions for impairment are as follows:
2021 2020
GBP million GBP million
------------------------------- ----------- -----------
Due within 30 days 18.3 13.1
Provision for impairment (2.4) (2.4)
Due in 31 to 90 days 3.6 10.0
Provision for impairment (1.4) (1.0)
Past due 0.2 0.9
Provision for impairment - -
Total amounts due and past due 22.1 24.0
Total provision for impairment (3.8) (3.4)
------------------------------- ----------- -----------
18.3 20.6
=============================== =========== ===========
17 Cash and cash equivalents
2021 2020
GBP million GBP million
------------------------- ----------- -----------
At start of year 245.4 197.8
Net movement during year 30.8 46.9
Effect of exchange rates (0.2) 0.7
------------------------- ----------- -----------
At end of year 276.0 245.4
========================= =========== ===========
There is no material credit risk associated with the cash at
bank due to the healthy credit ratings of the banks.
18 Trade and other payables
2021 2020
GBP million GBP million
---------------------------------- ----------- -----------
Trade payables 47.9 33.9
Other creditors 6.4 2.7
Accruals 144.0 99.3
Deferred income 10.2 10.7
Taxes and social security payable 14.4 18.9
---------------------------------- ----------- -----------
222.9 165.5
================================== =========== ===========
The fair value of trade payables is not materially different
from the carrying value.
19 Provisions
Dilapidations Returns Claims Total
GBP million GBP million GBP million GBP million
------------------------------------------------------------ -------------- ------------ ------------ ------------
Provision at 29 February 2020 4.2 25.1 - 29.3
Movements in provision charged/(credited) to income
statement:
Prior year provision utilised - (25.1) - (25.1)
Increase in provision in current year 1.7 24.2 23.4 49.3
------------------------------------------------------------ -------------- ------------ ------------ ------------
Provision at 28 February 2021 5.9 24.2 23.4 53.5
============================================================ ============== ============ ============ ============
The dilapidation provision represents the estimated exit cost of
leased premises; the returns provision represents the revenue
reduction of estimated customer returns which occur over the two to
three months after the date of sale; and the claims represents the
estimate of claims against the group that are expected to settle in
the period within nine to twelve months after the yearend.
20 Interest-bearing loans and borrowings
This note provides information about the contractual terms of
the group's interest-bearing loans and borrowings, which are
measured at amortised cost.
2021 2020
GBP million GBP million
-------------------------------------- ----------- -----------
Non-current liabilities
Secured bank loans - 2.4
====================================== =========== ===========
Current liabilities
-------------------------------------- ----------- -----------
Current portion of secured bank loans - 2.4
====================================== =========== ===========
Terms and debt repayment schedule
Nominal
interest Year of 2021 2020
Currency rate maturity GBP million GBP million
------------------ --------- -------------- --------- ----------- -----------
Secured bank loan GBGBP LIBOR + 0.95% 2022 - 4.8
The bank loan of GBP4.8 million was repaid during the period in
advance of its maturity date in 2022.
Movement in interest-bearing loans and borrowings
2021 2020
GBP million GBP million
----------------- ----------- -----------
Opening balance 4.8 7.2
Interest accrued 0.1 0.1
Interest paid (0.1) (0.1)
Capital paid (4.8) (2.4)
-----------
Closing balance - 4.8
================= =========== ===========
21 Lease liabilities
Minimum lease payments Within 1-2 years 2-5 years 5-10 years More than Total
due 1 year 10 years
GBP million GBP million GBP million GBP million GBP million GBP million
------------------------ ------------ ------------ ------------ ------------ ------------ ------------
28 February 2021
Lease payments 6.9 6.9 4.8 - - 18.6
Finance charges (0.2) (0.1) - - - (0.3)
------------------------ ------------ ------------ ------------ ------------ ------------ ------------
Net present value 6.7 6.8 4.8 - - 18.3
======================== ============ ============ ============ ============ ============ ============
2021 2020
GBP million GBP million
---------------------------- ----------- -----------
Current lease liability 6.7 5.4
Non-current lease liability 11.6 10.8
---------------------------- ----------- -----------
Total 18.3 16.2
---------------------------- ----------- -----------
Movement in lease liabilities:
2021 2020
GBP million GBP million
---------------------------------- ----------- -----------
Opening balance 16.2 -
Transition on adoption of IFRS 16 - 18.4
Interest accrued 0.2 0.2
Cash flow lease payments (5.9) (6.0)
Additions 7.8 3.6
-----------
Closing balance 18.3 16.2
================================== =========== ===========
22 Share capital
2021 2020
GBP million GBP million
-------------------------------------------------------------------- ----------- -----------
1,263,255,457 authorised and fully paid ordinary shares of 1p each
( 2020: 1,168,033,762) 12.6 11.7
-------------------------------------------------------------------- ----------- -----------
During the year, a total of 5.2 million shares were issued under
the share incentive plans (2020: 5.1 million). On 27 February 2021,
14,276 (2020: 16,925) new ordinary shares were issued to
non-executive directors as part of their annual remuneration.
The directors do not recommend the payment of a dividend so that
cash is retained in the group for capital expenditure projects that
are required for the rapid growth and efficiency improvements of
the business and for suitable business acquisitions (2020:
GBPnil).
23 Shares to be issued
2021 2020
GBP million GBP million
----------- -----------
31.9 -
The shares to be issued represents the fair value of the
contingent shares to be issued to the non-controlling interests of
PrettyLittleThing.com Limited, in accordance with the acquisition
agreement entered into and announced on 28 May 2020. Under this
agreement, 16,112,331 Ordinary Shares in boohoo group plc are to be
issued subject to the group's share price averaging 491 pence per
share over a 6-month period, up until a longstop date of 14 March
2024. If this condition is not met, the consideration will
lapse.
24 Reserves
2021 2020
GBP million GBP million
------------------------------------------------------------------------- ----------- -----------
Translation reserve 0.5 -
Capital redemption reserve 0.1 0.1
Reconstruction reserve (515.3) (515.3)
Acquisition of non-controlling interest in PrettyLittleThing.com Limited (281.3) -
Proceeds from issue of growth shares in boohoo holdings Limited 0.8 -
------------------------------------------------------------------------- ----------- -----------
(795.2) (515.2)
------------------------------------------------------------------------- ----------- -----------
25 Financial instruments
Fair values
2021 2020
GBP million GBP million
---------------------------- ----------- -----------
Financial assets
Cash and cash equivalents 276.0 245.4
Cash flow hedges 30.2 11.1
Trade and other receivables 30.2 24.5
---------------------------- ----------- -----------
336.4 281.0
============================ =========== ===========
2021 2020
GBP million GBP million
-------------------------------------- ----------- -----------
Financial liabilities
Cash flow hedges 4.5 15.6
Trade and other payables 268.2 184.1
Interest-bearing loans and borrowings - 4.8
-------------------------------------- ----------- -----------
272.7 204.5
====================================== =========== ===========
26 Contingent liabilities
From time to time, the group can be subject to various legal
proceedings and claims that arise in the ordinary course of
business, which may include cases relating to the group's brand and
trading name. All such cases brought against the group are robustly
defended and a liability is recorded only when it is probable that
the case will result in a future economic outflow and that the
outflow can be reliably measured.
Appendix - prior period revenues by region
Revenue by period for the year to 28 February 2021 (FY21)
GBPm 4m to 31 December 2m to 28 February 12m to 28 February
----------------------------
FY21 FY20 yoy yoy FY21 FY20 yoy yoy FY21 FY20 yoy yoy
% % CER % % % %
CER CER
------ ------ ---- ------- ------ ------ ----- ----- -------- -------- ---- -----
Total 660.8 473.7 40% 40% 268.0 196.3 37% 36% 1,745.3 1,234.9 41% 41%
------ ------ ---- ------- ------ ------ ----- ----- -------- -------- ---- -----
Revenue by region
------ ------ ----- ----- -------- -------- -----
UK 356.7 255.8 39% 39% 158.2 108.5 46% 46% 945.1 679.4 39% 39%
------ ------ ---- ------- ------ ------ ----- ----- -------- -------- -----
ROE 90.4 69.6 30% 32% 30.6 31.4 (3)% (1)% 244.7 188.4 30% 30%
------ ------ ---- ------- ------ ------ ----- ----- -------- -------- ---- -----
USA 168.2 110.6 52% 51% 64.7 42.3 53% 46% 435.1 263.6 65% 63%
------ ------ ---- ------- ------ ------ ----- ----- -------- -------- ---- -----
ROW 45.5 37.7 20% 24% 14.5 14.1 3% 11% 120.4 103.5 16% 19%
------ ------ ---- ------- ------ ------ ----- ----- -------- -------- ---- -----
GBPm 3m to 31 May 3m to 31 August 6m to 31 August
---------------------------
FY21 FY20 yoy yoy FY21 FY20 yoy yoy FY21 FY20 yoy yoy
% % CER % % % %
CER CER
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
Total 367.8 254.3 45% 45% 448.7 310.5 44% 44% 816.5 564.9 45% 44%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
Revenue by region
------ ------ ---- ----- ------ ------ -----
UK 183.0 140.6 30% 30% 247.2 174.4 42% 42% 430.2 315.0 37% 37%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ -----
ROE 63.4 38.2 66% 65% 60.3 49.2 23% 21% 123.7 87.5 41% 40%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
USA 92.0 51.3 79% 83% 110.2 59.4 86% 83% 202.2 110.7 83% 83%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
ROW 29.4 24.2 22% 22% 31.0 27.5 12% 14% 60.4 51.7 17% 18%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
Revenue by period for the year to 29 February 2020 (FY20)
GBPm 4m to 31 December 2m to 28/29 February 12m to 28/29 February
---------------------------
FY20 FY19 yoy yoy FY20 FY19 yoy yoy FY20 FY19 yoy yoy
% % CER % % % %
CER CER
------ ------ ---- ------- ------ ------ ---- ----- -------- ------ ---- -----
Total 473.7 328.2 44% 44% 196.3 133.4 47% 48% 1,234.9 856.9 44% 44%
------ ------ ---- ------- ------ ------ ---- ----- -------- ------ ---- -----
UK 255.8 180.0 42% 42% 108.5 74.2 46% 46% 679.4 488.2 39% 39%
------ ------ ---- ------- ------ ------ ---- ----- -------- -----
ROE 69.6 44.4 57% 54% 31.4 19.4 61% 58% 188.4 115.1 64% 62%
------ ------ ---- ------- ------ ------ ---- ----- -------- ------ ---- -----
USA 110.6 70.4 57% 57% 42.3 27.7 53% 62% 263.6 166.3 59% 61%
------ ------ ---- ------- ------ ------ ---- ----- -------- ------ ---- -----
ROW 37.7 33.4 13% 13% 14.1 12.1 17% 14% 103.5 87.3 19% 19%
------ ------ ---- ------- ------ ------ ---- ----- -------- ------ ---- -----
GBPm 3m to 31 May 3m to 31 August 6m to 31 August
---------------------------
FY20 FY19 yoy yoy FY20 FY19 yoy yoy FY20 FY19 yoy yoy
% % CER % % % %
CER CER
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
Total 254.3 183.6 39% 39% 310.5 211.7 47% 47% 564.9 395.3 43% 43%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
Revenue by region
------ ------ ---- ----- ------ ------ -----
UK 140.6 110.7 27% 27% 174.4 123.3 41% 41% 315.0 234.1 35% 35%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ -----
ROE 38.2 22.3 72% 71% 49.2 29.0 70% 68% 87.5 51.2 71% 69%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
USA 51.3 31.4 64% 66% 59.4 36.8 61% 64% 110.7 68.2 62% 65%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
ROW 24.2 19.2 26% 28% 27.5 22.6 22% 23% 51.7 41.8 24% 25%
------ ------ ---- ------- ------ ------ ---- ----- ------ ------ ---- -----
CER in this appendix for the year ended 29 February 2020 is
calculated using exchange rates prevailing during the year ending
29 February 2020. Nomenclature: ROE - rest of Europe; ROW - rest of
world; yoy - year-on-year; CER - constant exchange rate
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