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RNS Number : 1949K boohoo group plc 04 May 2022
4 May 2022
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 as it forms part of the domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK
MAR"). 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 2022
"Leading the fashion eCommerce market"
Investing for the future
· Significantly increased market share in the UK and US since FY2020.
Total group sales +61% since FY2020
· Extended target addressable market through acquisitions, with up to
500 million potential customers
· Increased warehousing and distribution capacity, capable of
supporting over £4 billion of net sales
· Plans on track for automation of Sheffield warehouse going live in
FY2023, driving material efficiencies, and opening of new distribution centre
in the USA in FY2024, transforming delivery proposition
· Strong revenue growth in the UK of 27% YOY, with product, price and
proposition resonating with customers
· £125 million of Adjusted EBITDA, down 28% vs. last year, and broadly
flat vs two years ago, despite significant freight and logistics cost
inflation and record investments across multi-brand platform
· Capital expenditure of £261.5 million, funded using existing cash
reserves, including freehold properties and the expansion and automation of
the distribution network
( ) 2022 2021 Change on 2021 2020 Change on 2020((1))
£ million £ million £ million
Revenue 1,982.8 1,745.3 +14% 1,234.9 +61%
Gross profit 1,041.1 945.2 +10% 666.3 +56%
Gross margin 52.5% 54.2% -170bps 54.0% -150bps
Adjusted measures((3)):
Adjusted EBITDA((4)) 125.1 173.6 -28% 126.6 -1%
% of revenue 6.3% 10.0% -370bps 10.2% -390bps
Adjusted EBIT((5)) 84.1 149.3 -44% 107.0 -21%
% of revenue 4.2% 8.6% -440bps 8.7% -450bps
Adjusted profit before tax((6)) 82.5 149.9 -45% 108.3 -24%
Adjusted diluted earnings per share((7)) 4.39p 8.67p -49% 5.88p -25%
Statutory measures:
Profit before tax 7.8 124.7 -94% 92.2 -92%
Diluted (loss)/earnings per share (0.32)p 7.25p -104% 5.35p -106%
Net cash((2)) at year-end 1.3 276.0 -£275m 240.6 -£239m
John Lyttle, Group CEO, commented:
"Over the past two years, we have significantly increased market share in our
core geographies of the UK and the US, and we have grown active customer
numbers by 43% across the group to 20 million. Our focus over the past two
years has been on investing to build a strong platform, with the right
infrastructure, supported by increased capacity to better serve our customers.
In the year ahead we are focussed on optimising our operations through
increasing flexibility within our supply chain, landing key efficiency
projects and progressing strategic initiatives such as wholesale and our US
distribution centre. This will ensure that the group is well-positioned to
rebound strongly as pandemic-related headwinds ease."
Summary of FY2022 performance
The group has delivered further revenue growth, with revenues up 14% vs. last
year, and 61% compared to FY2020, at a time when apparel markets globally
remain below pre-pandemic levels. In our largest market, the UK, growth has
remained strong, compounding on the exceptional growth delivered in the
previous year. This demonstrates the strength of the group's business model
when product, pricing and proposition are all strong, and is reflected in our
strong customer KPIs.
Growth has however been impacted by three factors: firstly, returns rates
increased significantly in the second half of the year ahead of both
expectations and pre-pandemic levels; secondly, consumer demand has been
subdued as a result of lockdowns in key markets throughout the year; and
thirdly, our proposition internationally has been negatively impacted as a
result of extended delivery times.
The group has continued to invest significantly through the last year,
including rebuilding and relaunching four new brands in FY2022, incurring
costs that will be leveraged in the coming years as the brands scale. Our
distribution network has been extended through the opening of two new
distribution centres and progress on our automation project in Sheffield,
expected to go live in the new financial year, continues apace. We have also
announced our intention to open a distribution centre in the USA to transform
our customer proposition.
Adjusted EBITDA, at £125 million, has remained broadly flat compared to
pre-pandemic levels and has declined compared to the excellent results
delivered in FY2021, due to lower growth than anticipated, a significant
increase in outbound carriage costs due to a lack of airfreight capacity and
inbound shipping costs rising equally steeply, collectively impacting EBITDA
by £60 million, as well as higher marketing costs as we invest in our newly
acquired brands.
Financial highlights
· Revenue £1.983 billion, up 14% (14% CER((8))), and up 61% on 2020
o UK growth at 27% emphasises good brand positioning and strength of brand
portfolio
o International performance impacted by COVID-19 challenges, down 3%
· Growth of 14% achieved while set against exacerbated comparative
year, highlighting very strong two-year performance: UK up 77%; international
up 40%
· International revenue is now 39% of total (2021: 46%), reflecting
strong organic UK growth and mix impact from brands acquired in the last two
years
· Gross margin 52.5%, down 170bps from 54.2% (2020: down 150bps)
· Adjusted EBITDA £125.1 million down 28%, with Adjusted EBITDA margin
of 6.3% (2021: 10.0%; 2020: 10.2%), after £60 million of pandemic-related
shipping cost headwinds and investment in launching our new brands
· £261.5 million capital expenditure investment, building
infrastructure for growth, including freehold properties and significant
expansion and automation of distribution network
· Strong balance sheet with net cash of £1.3 million (2021: £276.0
million; 2020: £240.6 million). Operating cash flow of £10.3 million (2021:
£201.1 million; 2020: £127.3 million). New £325 million RCF agreed in March
2022, underpinning the group's investment programme
Operational highlights
· Significant investment into broadening our operational and warehouse
capacity, ensuring global infrastructure is fit for the future and ready for
sustained growth, and to support over £4 billion of net sales
· 20 million active customers, up 10%, and up 43% on 2020
· Two new UK distribution centres, Daventry and Wellingborough,
launched and now fully operational
· Automation fit-out of Sheffield warehouse commenced with expected
completion in September 2022, unlocking additional operational efficiencies
and multiple service enhancements
· Announcement of plans for US distribution centre in 2023, supporting
the group's next phase of growth
· Relaunch of Debenhams, adding a new dimension of a digital department
store to the group's portfolio and extending the group's target addressable
market
· Integration and relaunch of the newly acquired Dorothy Perkins,
Wallis and Burton brands, complementary additions to the group's scalable,
multi-brand platform
· Purchase of new offices in the heart of London's West End, housing
the group's London-based brands and their employees
Sustainability and governance highlights
· Agenda for Change process completed, with action items established
into business as usual operations, following publication of fifth Leveson
report in March 2022
· Economic Impact Assessment conducted. Commitment to investing over
£500 million and creating over 5,000 jobs over five years, highlighting the
group's significant ongoing contribution to the UK economy
· Board strengthened with appointment of two non-executive directors,
including one to chair the newly constituted ESG Committee
· Publication of the group's sustainability strategy, further
establishing ongoing commitment to transparency. Significant progress made
against our 2021 goals
Outlook and Guidance
Heading into the new financial year, the group is planning the business on the
basis that the pandemic-related external factors impacting performance in
FY2022 will continue for the year ahead. The group's priorities therefore are
focussing on optimising its operations, including:
· Sourcing and freight
Targeting increased sourcing from near-shore markets, leveraging the
flexibility that exists in the group's diverse supplier base to reduce lead
times that have been negatively impacted through global supply chain
challenges in FY2022 and exposure to fluctuating inbound freight costs that
remain elevated
· Stock management and returns
Operating with lower levels of inventory through tighter stock management and
increased levels of open to buy, giving greater flexibility to react to
changes in demand mid-season. Whilst returns rates are expected to remain
around current levels during FY2023, the group will annualise material
increases in return rates in the first half of the new financial year.
· Cost management
The group has commenced a cost efficiency programme, and by scaling recent
acquisitions that have already received significant investment, overheads
across the group can be leveraged.
· Unlocking strategic enablers
Focusing resources and capital investment into key projects to support
strategic growth, including: onboarding new wholesale partnerships; upgrading
the Debenhams technology platform; going live with automation in our Sheffield
distribution centre; and progressing our US distribution centre ahead of
go-live in 2023
By focusing on these areas, the group will be in a position of greater
financial and operational strength, and well-positioned to rebound strongly as
pandemic-related headwinds ease, allowing it to capitalise on its
significantly expanded target addressable market, returning towards normalised
growth rates of 25% per annum post-pandemic and adjusted EBITDA margin
rebuilding back to 10%.
For the financial year ending 28 February 2023, the group is focussed on
retaining the significant market share gains that it has made over the course
of the last two years. With current short-term cost inflation impacting
consumers, the group intends to maximise efficiencies in its operating model
and mitigate where possible before passing prices onto consumers.
It is anticipated that revenue percentage growth will be low-single digits,
and adjusted EBITDA margins for the year are expected to be between 4% to 7%
as the group expects to continue to be impacted by pandemic-related factors
that negatively impact costs within its supply chain and international
competitive proposition.
In the first half of the financial year, the trends impacting performance in
the second half of FY2022 are expected to continue, including: uncertain
consumer demand; tough comparatives as well as reduced levels of net sales
growth due to the annualisation of elevated returns rates year on year; and
sustained freight-related headwinds. As a result, the group currently expects
revenue growth to be broadly flat in the first half of FY2023, as relatively
higher returns rates lead to net sales being down year on year in the first
quarter, with a return to growth in the second quarter. For the first half of
FY2023, Adjusted EBITDA margins are expected to improve from the level
achieved in the second half of H2 FY2022.
Performance is expected to improve in the second half of the year with sales
growth accelerating as the group annualises high returns rates and normalising
consumer demand, with profitability improving as it benefits from key
strategic initiatives and leveraging of overheads.
Other financial guidance for FY2023 is outlined below:
· Underlying depreciation and amortisation of approximately £60
million
· Net interest charge of £7million to £8 million
· Effective tax rate of circa 28%, above the rate of UK Corporation Tax
due to disallowable expenditure
· Capital expenditure of £100 million to £120 million, primarily
relating to investments in our distribution network expansion and automation
as well as the group's technology platform; and
· Adjusting items of approximately £60 million, of which around £45
million relates to non-cash items, including: share-based pay, acquisition
intangible amortisation, exceptional costs of Sheffield automation and
warehouse commissioning costs
Longer-term competitive positioning and opportunity to take market share
unchanged
The group expects to emerge from the pandemic in a far stronger position
compared to two years ago. Reflecting significant and ongoing investments in
its platform, brands, distribution and people, the group has:
· A broader portfolio of brands and a significantly larger target
addressable market with 500 million potential customers across key markets
· Greater infrastructure capacity capable of supporting in excess of
£4 billion of net sales, with automation investments driving future
efficiencies
· Committed to opening a new distribution centre in the USA,
significantly strengthening the customer proposition
· 20 million customers globally
· Numerous growth opportunities through the group's direct to consumer
proposition, Debenhams and strategic partnerships with select partners
globally.
We remain extremely confident in the group's future growth prospects, and as
short-term demand uncertainty and material cost headwinds as a result of the
pandemic unwind, the group's belief that it continues to be capable of
executing its strategy aimed at leading the fashion e-commerce market remains
unchanged.
Investor and analyst meeting
A meeting for analysts will be held at 9am (UK time) today at the offices of
boohoo, 10 Great Pulteney Street, London, W1F 9NB. A live video webcast for
analysts and investors at 9am (UK time) via the following link:
https://webcasting.buchanan.uk.com/broadcast/624d820de1d0d456b32a3ef1
(https://webcasting.buchanan.uk.com/broadcast/624d820de1d0d456b32a3ef1)
A replay will subsequently be available the same day via the same link.
boohoo group plc's results are available at www.boohooplc.com
(http://www.boohooplc.com) .
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 Tel: +44 (0)161 831 1512
Benjamin Robertson Tel: +44 (0)20 3829 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 / Toto Berger / Sophie Wills Tel: +44 (0)20 7466 5000
Notes:
(1) Change on 2020, two years ago, compares current trading to the
pre-pandemic period to give a better understanding of performance when
compared to the unusual growth and characteristics of trade in 2021.
(2) Net cash is cash less borrowings, excluding lease liabilities.
(3) Adjusted items, which are not statutory measures, show the underlying
performance of the group excluding large, non-cash and exceptional items.
(4) Adjusted EBITDA is calculated as profit before tax, interest,
depreciation, amortisation, share-based payment charges and exceptional items.
(5) Adjusted EBIT is calculated as profit before tax, interest, amortisation
of acquired intangible assets, share-based payment charges and exceptional
items.
(6) Adjusted profit before tax is calculated as profit before tax, excluding
amortisation of acquired intangible assets, share-based payment charges and
exceptional items.
(7) Adjusted diluted earnings per share is calculated as diluted earnings per
share, adding back amortisation of acquired intangible assets, share-based
payment charges and exceptional items.
(8) 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 2022, the boohoo group had 20 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
A stronger more sustainable future
In September 2020, the group announced its Agenda for Change programme: a
series of commitments designed to strengthen corporate governance, purchasing
practices and entrench the group's support for the UK garment manufacturing
sector more broadly.
The programme encompassed 17 commitments recommended by Alison Levitt QC in
her independent report, with the commitments broken down into the 34
deliverables that formed the Agenda for Change.
Progress and the validity of completion against each of the commitments was
overseen, scrutinised and examined by two independent parties: Sir Brian
Leveson, whose reports the group made available publicly in line with its
transparency; and experts at KPMG.
We have faced into these issues and are proud of the significant progress that
we have made, which in turn is influencing sustainable change in British
apparel manufacturing, impacting the people who make the products that we sell
and the wider garment sector.
In March 2022, KPMG formally recognised the completion of all aspects of the
group's Agenda for Change programme. However, the group remains focused on
driving continual improvement and has embedded future actions within the
various streams of its board-led committees, including the Risk Committee,
Supply Chain Compliance Committee and the new ESG Committee.
We have implemented both procedural and cultural change, driven internally by
our own teams and informed by the extensive work that we have done through
working in partnership with multiple external stakeholder and NGO groups.
After 18 months of dedicated and hard work by our talented teams, the boohoo
group is a stronger and more sustainable business that is looking to the
future. We are working side by side with approved suppliers who share our
values to support our aim of backing British manufacturing.
Review of the business
Performance during the year
Overview
( ) 2022 2021 2022 change on 2021 2020 2022 change on 2020((1))
£ million £ million £ million
Revenue 1,982.8 1,745.3 +14% 1,234.9 +61%
Gross profit 1,041.1 945.2 +10% 666.3 +56%
Gross margin 52.5% 54.2% -170bps 54.0% -150bps
Profit before tax 7.8 124.7 -94% 92.2 -92%
Diluted (loss)/earnings per share (0.32)p 7.25p -104% 5.35p -106%
Net cash((2)) at year-end 1.3 276.0 -£275m 240.6 -£239m
Adjusted measures((3)):
Adjusted EBITDA((4)) 125.1 173.6 -28% 126.6 -1%
% of revenue 6.3% 10.0% -370bps 10.2% -390bps
Adjusted EBIT((5)) 84.1 149.3 -44% 107.0 -21%
% of revenue 4.2% 8.6% -440bps 8.7% -450bps
Adjusted profit before tax((6)) 82.5 149.9 -45% 108.3 -24%
Adjusted diluted earnings per share((7)) 4.39p 8.67p -49% 5.88p -25%
Notes:
(1) 2022 change on 2020, two years ago, compares current trading to the
pre-pandemic period to give a better understanding of performance when
compared to the unusual growth and characteristics of trade in 2021.
(2) Net cash is cash less borrowings, excluding lease liabilities.
(3) Adjusted items, which are not statutory measures, show the underlying
performance of the group excluding large, non-cash and exceptional items (Note
1).
(4) Adjusted EBITDA is calculated as profit before tax, interest,
depreciation, amortisation, share-based payment charges and exceptional items.
(5) Adjusted EBIT is calculated as profit before tax, interest, amortisation
of acquired intangible assets, share-based payment charges and exceptional
items.
(6) Adjusted profit before tax is calculated as profit before tax, excluding
amortisation of acquired intangible assets, share-based payment charges and
exceptional items.
(7) Adjusted diluted earnings per share is calculated as diluted earnings per
share, adding back amortisation of acquired intangible assets, share-based
payment charges and exceptional items.
Group overview
Group revenue for the year increased by 14% (14% CER) to £1.983 billion from
£1.745 billion in 2021 and over the two-year period increased by 61% from
£1.235 billion in 2020, at a time when apparel markets globally remain below
pre-pandemic levels. International revenue growth was dampened by the
continued impacts of the pandemic, due to extended delivery times and weaker
consumer demand. Growth in the UK, however, was very strong, supported by
organic growth in the existing brands and augmented by the newer acquisitions.
Return rates climbed to pre-pandemic levels, following the exceptionally low
levels in the previous year, which impacted net sales growth in the second
half of the financial year.
Adjusted EBITDA was £125.1 million (2021: £173.6 million; 2020: £126.6
million), a decrease of 28% on the previous year and 1% on 2020. Gross product
margin was maintained at a level only 170bps lower than in the prior year at
52.5%, despite inbound shipping expenses rising substantially due to the
shortage of shipping containers and lack of airfreight capacity, which, after
mitigation, presented approximately £22 million of headwind. Relative to 2020
rates, volume-adjusted marketing costs have been higher by £22 million in the
face of weaker demand and investment in the newer brands. Outbound carriage
expenses continued to be elevated, and represented a £38 million increase
above pre-pandemic rates. These headwinds together have reduced profitability
and resulted in Adjusted EBITDA margin of 6.3% (2021: 10.0%; 2020: 10.2%).
Profit before tax was £7.8 million (2021: £124.7 million; 2020: £92.2
million), a decrease of 94% on 2021 and 92% on 2020. Adjusted diluted earnings
per share was 4.39p, down 49% on the prior year and 25% on 2020. Diluted
(loss)/earnings per share was (0.32)p, a decrease of 104% (2021: 7.25p; 2020:
5.35p).
During the year, the group incurred a number of significant, non-recurring
costs, which have been shown as exceptional items in the financial statements
and have not been included in the adjusted performance measures. These items
relate to: dual running and inefficiency costs within warehouses; legal
expenses and redundancy costs associated with the acquisition of the new
brands in February 2021; additional costs of working at the Sheffield
warehouse during the automation installation; and irrecoverable sales taxes on
customer returns from the EU during the period after Brexit and before
simplified procedures in the EU became operational. These exceptional items
amounted to £35.8 million and are detailed in note 1 of the financial
statements.
Cash generation was lower than prior years due to the inventory build to
service the brand portfolio and to the longer product lead times caused by the
global issue of lengthy shipping times and the expansion of the supplier base
that included a larger overseas element, reflecting the group's larger
portfolio of brands. Operating cash flow was £10.3 million (2021: £201.1
million; 2020: £127.3 million). Net cash flow was down £174.7 million (2021:
£30.6 million; 2020: £47.6 million), following significant infrastructure
capital expenditure of £261.5 million. Our net cash balance at the year-end
reduced to £1.3 million (net cash, 2021: £276.0 million; 2020: £240.6
million), with total liquidity of £101.3 million. After the year-end, the
group secured a new £325 million rolling capital facility, increasing from
the previous £100 million facility, which was fully drawn at the year-end.
The group has invested heavily in preparation for growth from both its
existing brands and more recent acquisitions. Two new distribution centres
have been opened and become operational in Wellingborough and Daventry and the
automation of the Sheffield distribution centre has commenced, with an
estimated completion date of September 2022. Capital expenditure on these
facilities has amounted to £120.3 million. The acquisition of our London
office was completed in April 2021 and additional studio facilities in London
were acquired in September 2021 for a combined £88 million. We have also
invested in our IT systems, with £32.0 million of expenditure that enhances
both platform stability and additional operating abilities, such as
marketplace.
Active customer numbers in the last 12 months increased by 10% to 19.9 million
and have increased 43% over the last two years as a result of organic growth
from our brands and extension of our target addressable market through brand
acquisitions. Order frequency increased marginally from 3.03 to 3.14 times
p.a. and average order value increased by 8% to £48.16. The number of items
per basket decreased from 3.34 to 3.04, driven partly by the addition of the
new brands with lower basket sizes and partly to a return to closer to
pre-pandemic basket sizes in our established brands.
Performance by market
UK
The UK market continues to be the largest for the group, accounting for 61% of
revenue (2021: 54%). Overall growth across all brands was strong, up 27% on
2021 and up 77% on 2020, driven by the success of our multi-brand strategy.
Return rates have increased back to pre-pandemic levels, being 9.8%pts above
the prior year at 33.7%. This is partly attributable to the change in the
product mix from more casual items to occasion wear and to the introduction of
the newer, higher price point brands, which all have higher return rates.
Gross margin reduced slightly from 50.9% to 49.4%, despite the substantial
increases in inbound shipping. Prices were raised across some product lines to
offset the increased logistics costs, where we were unable to change sourcing
to alternative geographic regions to reduce the impact of these cost
increases. Nevertheless, we are greatly encouraged by the progress we are
making in growing our market share in the UK.
Rest of Europe
Our revenue in the rest of Europe decreased by 10% over 2021, although
increased by 16% on 2020, as the effect of continued lockdowns has hampered
the recovery of demand together with the longer delivery times. Return rates
were only marginally higher than in the prior year. Gross margin remained
healthy at 54.5%, down 1.7%pts on the prior year.
USA
Growth in the USA was 4% up on 2021 and up 71% on 2020. Return rates increased
marginally, but the continued extended delivery times, driven by reduced
airfreight capacity, have subdued demand on the group's established brands.
Menswear has grown strongly as it gains market share and gathers momentum, as
have the newer brands, albeit from a low base. Gross margin decreased slightly
by 0.1%pts to 59.8%.
Rest of world
Revenue in the rest of the world has decreased by 10% on the prior year to
£109.2 million (increased by 5% on 2020), impacted undoubtedly by the delays
in the distribution network caused by greatly reduced airfreight capacity.
Gross margin declined slightly from 54.9% to 52.5%, a relatively small
reduction given the challenging conditions in overseas territories brought
about by the pandemic.
Airfreight capacity constraints, caused by the pandemic, also kept
distribution costs to the more distant markets high and these are expected to
continue for some time to come. Nevertheless, the region delivered growth in
the fourth quarter as a result of the positive contribution from wholesale.
Agenda for Change
Progress continued at pace in the Agenda for Change, with the publication of
the full UK manufacturer list in March 2021 and the international manufacturer
list in September 2021. Sir Brian Leveson's fifth and final report on Agenda
for Change was published in March 2022 and highlighted, in particular, the
strengthening of the product compliance, sourcing, sustainability and quality
assurance teams and completion of the actionable items contained in the Levitt
Review.
Corporate governance
The group has delivered on its commitment to strengthen its corporate
governance with the appointment of two new and independent non-executive
directors. Tim Morris joined the board in May 2021 and brings a wealth of
experience built on his career in legal services and in business
entrepreneurship, which will be invaluable as he focuses on the oversight of
risk and corporate governance. Additionally, Kirsty Britz joined the board in
October 2021. Kirsty has spent a large part of her career on sustainability
and professional standards and brings expertise that will assist the group in
defining and executing its sustainability practices. The group has recently
constituted an ESG Committee, which will oversee its ESG strategy and provide
recommendations to the Executive ESG group. These enhancements ensure that
key ESG matters are considered by leaders and decision-makers, who are
appraised of the relevant information, at the appropriate time.
With the completion of the Agenda for Change programme, we are embedding the
core themes of the programme - corporate governance, purchasing practices and
our support for the garment sector - into sustainability KPIs across our
business that we monitor monthly.
Sustainability
We recognise the environmental impact of fashion and our responsibility to
reduce the negative aspects of production, waste and poor longevity of
apparel. We have built a sustainability function in our business and have
developed a strategy to target three material areas of focus: clothes made
smarter; suppliers on better terms; and our business taking action. The ESG
function is overseen by a non-executive director with expertise in the
subject. Full details on our sustainability strategy and our results to date
can be found within our published documents on our corporate website.
In the last year, the group published its sustainability strategy, UP.FRONT,
with three pillars:
1) Clothes made smarter;
2) Suppliers on better terms; and
3) Our business taking action.
Clothes made smarter: the group is targeting increases in products made from
more sustainable materials (targeting all polyester and cotton to be more
recycled or sustainably sourced by 2025); improvements in sustainably-designed
products; the introduction of resale and recycling offers across our brands by
2023 (with the PLT resale marketplace due to launch in FY2023); and increases
in recycled content in our labelling and packaging.
Suppliers on better terms: focuses on transparency, standards and programmes.
Global supplier and factory lists have been published, as well as our
responsible purchasing practices. More robust supplier standards and a
rigorous management programme have been implemented by our sourcing teams,
supported by improved systems to order, monitor and track products ordered
from our suppliers. The group also became a member of Fast Forward, and by
September 2022 will have completed the Fast Forward audit programme in its UK
supply chain. In the last year, the group has also set up and donated £1
million to the Garment and Textile Works Trust in Leicester and recently
opened its manufacturing centre of excellence in Thurmaston Lane.
Our business taking action: the group has made progress in the last year under
its third sustainability pillar; embedding sustainability risks and
opportunities into decision-making and KPIs (and the constitution of a
dedicated ESG Risk Committee). The group has set out climate change targets
based on the Science-Based Targets Initiative, with the goal of achieving
carbon reductions across our value chain that are equivalent to 52% reduction
in emissions relative to our growth by 2030.
Continued profitable growth
Financial review
Revenue by geographical market
2022 2021 2022 change on 2021 2022 change on 2021 2020 2022 change on 2020
£ million £ million CER £million
UK 1,202.8 945.1 +27% +27% 679.4 +77%
Rest of Europe 219.2 244.7 -10% -9% 188.4 +16%
USA 451.6 435.1 +4% +4% 263.6 +71%
Rest of world 109.2 120.4 -9% -10% 103.5 +6%
1,982.8 1,745.3 +14% +14% 1,234.9 +61%
KPIs
2022 2021 2022 change on 2021
Active customers((1)) 19.9 million 18.0 million +10%
Number of orders 62.4 million 54.7 million +14%
Order frequency((2)) 3.14 3.03 +4%
Conversion rate to sale ((3)) 2.76% 2.72% +4bps
Average order value((4)) £48.16 £44.59 +8%
Number of items per basket 3.04 3.34 -9%
(1) Defined as having shopped in the last 12 months on the website and app,
including marketplace
(2) Defined as number of website and app orders in last 12 months divided by
number of active customers
(3) Defined as the percentage of website and app orders taken to internet
sessions
(4) Calculated as gross sales including sales tax divided by the number of
orders
Note: 2020 data not available due to improved data gathering introduced in
2021 and 2022
Consolidated income statement
2022 2021 2022 change on 2021 2020 2022 change on 2020
£ million £ million £ million
Revenue 1,982.8 1,745.3 +14% 1,234.9 +61%
Cost of sales (941.7) (800.1) +18% (568.6) +66%
Gross profit 1,041.1 945.2 +10% 666.3 +56%
Gross margin 52.5% 54.2% -170bps 54.0% -150bps
Operating costs (916.1) (772.6) (539.9)
Other income 0.1 1.0 0.2
Adjusted EBITDA 125.1 173.6 -28% 126.6 -1%
Adjusted EBITDA margin % 6.3% 10.0% -360bps 10.2% -400bps
Depreciation (32.0) (20.1) (16.6)
Amortisation of other intangible assets (9.0) (4.2) (3.0)
Adjusted EBIT 84.1 149.3 -44% 107.0 -21%
Adjusted EBIT margin % 4.2% 8.6% -440bps 8.7% -450bps
Adjusting items:
Amortisation of acquired intangible assets (12.8) (5.5) (5.1)
Equity-settled share-based payment charges (26.1) (19.7) (11.0)
Exceptional items (35.8) - -
Operating profit 9.4 124.1 -92% 90.9 -90%
Finance income - 0.9 1.7
Finance expense (1.6) (0.3) (0.4)
Profit before tax 7.8 124.7 -94% 92.2 -92%
Tax (11.8) (31.3) (19.3)
(Loss)/profit after tax for the year (4.0) 93.4 -104% 72.9 -105%
Diluted (loss)/earnings per share (0.32)p 7.25p -104% 5.35p -106%
Adjusted profit after tax for the year 56.3 113.8 -51% 86.0 -35%
Amortisation of acquired intangible assets (12.8) (5.5) (5.1)
Share-based payment charges (26.1) (19.7) (11.0)
Exceptional items (35.8) - -
Adjustment for tax 14.4 4.8 3.0
(Loss)/profit after tax for the year (4.0) 93.4 72.9
Adjusted profit for the year attributable to shareholders of the company 56.3 108.5 -48% 69.9 -19%
Adjusted diluted earnings per share 4.39p 8.67p -49% 5.88p -25%
Revenue in the financial year grew 14% (up 61% on a two-year basis), with
strong growth in the UK partly offset by weaker demand in overseas markets due
largely to extended delivery timeframes, which negatively impacted the group's
international proposition to customers. Gross margin declined 170bps
year-on-year, as a consequence of elevated inbound shipping costs arising from
the pandemic
Operating costs, comprising distribution costs and administrative expenses
excluding depreciation and amortisation, have increased by 190bps to 46.2% of
revenue, driven by higher marketing costs and continued high levels of
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 decreased by 28% from £173.6
million to £125.1 million and, as a percentage of revenue, decreased from
10.0% to 6.3%.
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.
Exceptional items relate to: dual running and inefficiency costs of the
warehouses; legal expenses and redundancy costs of some employees associated
with the acquisition of the new brands in February 2021; additional costs of
working at the Sheffield warehouse during the automation installation; and
irrecoverable sales taxes on customer returns from the EU during the period
after Brexit and before simplified procedures in the EU became operational.
These exceptional items amounted to £35.8 million. Exceptional items are
shown in more detail in note 1 of the financial statements below.
Taxation
The effective rate of tax for the year was 151.3% (2021: 25.1%), which is
higher (2021: higher) than the UK statutory rate of tax for the year of 19.0%
(2021: 19.0%), due to the revaluation of deferred tax liabilities in line with
the increase in corporation tax rates to 25%, 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
2022 2021 2020
£ million £ million £ million
Intangible assets 128.5 118.3 42.3
Property, plant and equipment 349.2 141.6 119.2
Right-of-use assets 49.7 16.7 14.6
Financial assets 2.8 13.1 4.5
Deferred tax asset 7.5 3.2 6.0
Non-current assets 537.7 292.9 186.6
Working capital (12.7) (90.9) (63.9)
Lease liabilities (51.9) (18.3) (16.2)
Net financial assets/(liabilities) 7.4 12.6 (9.0)
Cash and cash equivalents 101.3 276.0 245.4
Interest-bearing loans and borrowings (100.0) - (4.8)
Deferred tax liability (25.3) (4.2) (3.6)
Net current tax asset/(liability) 7.8 4.4 (6.6)
Net assets 464.3 472.5 327.9
There has been a substantial investment in property and distribution centres
to facilitate our next growth phase, which has been partly funded out of cash
resources and partly from the fully drawn rolling capital facility of £100
million. Working capital has increased largely because of the build in
inventory to service the new brands along with the growth of the business in
general.
Intangible and fixed asset additions
2022 2021 2020
£ million £ million £ million
Purchased intangible and fixed assets
Intangible assets
Trademarks and customer lists - 73.4 19.4
Software 32.0 12.3 3.8
32.0 85.7 23.2
Tangible fixed assets
Distribution centres 120.3 16.9 15.4
Offices, office equipment, fixtures and fit-outs 109.0 20.0 6.6
Motor vehicles 0.2 0.1 0.4
229.5 37.0 22.4
Total intangible and fixed asset additions 261.5 122.7 45.6
Liquidity and financial resources
Operating cash flow was £10.3 million compared to £201.1 million in the
previous year and free cash outflow after tax was £251.2 million compared to
an outflow of £121.8 million in the previous financial year. Capital
expenditure and intangible asset purchases were £261.5 million, which
includes a £120.3 million investment in our distribution centres to support
projected growth in the business. The closing cash balance for the group was
£101.3 million and the net cash balance £1.3 million. In March 2022, a new
£325 million rolling capital facility was secured.
Consolidated cash flow statement
2022 2021 2020
£ million £ million £ million
(Loss)/profit after tax for the year (4.0) 93.4 72.9
Share-based payments charge 26.1 19.7 11.0
Depreciation charges and amortisation 53.8 29.8 24.7
Finance income - (0.9) (1.7)
Finance expense 1.6 0.3 0.4
Loss on sale of fixed assets - - 0.2
Tax expense 11.8 31.3 19.3
Increase in inventories (134.5) (45.8) (32.3)
Increase in trade and other receivables (17.7) (8.8) (9.4)
Increase in trade and other payables 73.2 82.1 42.2
Operating cash flow 10.3 201.1 127.3
Capital expenditure and intangible asset purchases (261.5) (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 after tax (251.2) (121.8) 70.1
Net proceeds from the issue of ordinary shares 6.8 201.4 2.7
Purchase of own shares by EBT (19.2) (39.4) (14.9)
Finance income received - 1.2 1.8
Finance expense paid (0.9) (0.1) (0.3)
Dividend paid to non-controlling interests - - (3.4)
Lease payments (10.2) (5.9) (6.0)
Increase in/(repayment) of borrowings 100.0 (4.8) (2.4)
Net cash (out)flow (174.7) 30.6 47.6
Cash and cash equivalents at beginning of year 276.0 245.4 197.8
Cash and cash equivalents at end of year 101.3 276.0 245.4
Trends and factors likely to affect future performance
The global market for online fashion is forecast to continue to grow, which
provides a favourable backdrop for the group with much opportunity for further
growth. Customers throughout the world are seeking a wide choice of quality
fashion forward products at value prices, generally 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 has proven to
be quite resilient to external macroeconomic factors.
The pandemic has impacted our business and is most significantly seen in the
unpredictability of customer demand, the rate of customer returns, the
increase in shipping times and the cost of shipping on both inbound and
outbound products. Some of these factors, such as the rate of customer
returns, have already reverted from the low rates during the pandemic to rates
seen before the pandemic, while other factors such as the shipping cost
increases are taking longer to move towards pre-pandemic levels. We expect
shipping costs to continue at elevated levels during FY2023. Wage costs have
also risen, given heightened levels of inflation, and in the UK the group will
incur a 1.25% increase in National Insurance and a 6.6% increase in the
National Living Wage expected from April 2022. Higher levels of inflation have
also been seen in materials and the group will work to mitigate these costs
across labour and materials where possible.
Consolidated statement of comprehensive income
for the year ended 28 February 2022
Note 2022 pre-exceptional items 2022 exceptional items((1)) 2022 total((2)) 2021
£ million £ million £ million £ million
Revenue 2 1,982.8 - 1,982.8 1,745.3
Cost of sales (941.7) - (941.7) (800.1)
Gross profit 1,041.1 - 1,041.1 945.2
Distribution costs (488.1) (28.4) (516.5) (422.0)
Administrative expenses (507.9) (7.4) (515.3) (400.1)
Amortisation of acquired intangibles (12.8) - (12.8) (5.5)
Other administrative expenses (495.1) (7.4) (502.5) (394.6)
Other income 3 0.1 - 0.1 1.0
Operating profit/(loss) 45.2 (35.8) 9.4 124.1
Finance income 4 - - - 0.9
Finance expense (1.6) - (1.6) (0.3)
Profit/(loss) before tax 6 43.6 (35.8) 7.8 124.7
Taxation 10 (18.6) 6.8 (11.8) (31.3)
Profit/(loss) for the year 25.0 (29.0) (4.0) 93.4
Profit/(loss) for the year attributable to:
Owners of the parent company 25.0 (29.0) (4.0) 90.7
Non-controlling interests - - - 2.7
25.0 (29.0) (4.0) 93.4
Total other comprehensive income/(loss) for the year
(Gain)/loss reclassified to profit and loss during the year (14.8) - (14.8) 9.0
Fair value (loss)/gain on cash flow hedges during the year ((3)) (0.7) - (0.7) 21.2
Total comprehensive income/(loss) for the year 9.5 (29.0) (19.5) 123.6
Total comprehensive income/(loss) attributable to:
Owners of the parent company 9.5 (29.0) (19.5) 120.9
Non-controlling interests - - - 2.7
9.5 (29.0) (19.5) 123.6
Earnings/(loss) per share 7
Basic (0.32)p 7.43p
Diluted (0.32)p 7.25p
1. See Note 1, exceptional items
2. 2022 total is the IFRS-compliant measure for the consolidated
statement of comprehensive income
3. Net fair value gains on cash flow hedges will be reclassified
to profit or loss during the three years to 28 February 2025.
Consolidated statement of financial position
at 28 February 2022
Note 2022 2021
£ million £ million
Assets
Non-current assets
Intangible assets 11 128.5 118.3
Property, plant and equipment 12 349.2 141.6
Right-of-use assets 13 49.7 16.7
Financial assets 22 2.8 13.1
Deferred tax 14 7.5 3.2
537.7 292.9
Current assets
Inventories 15 279.4 144.9
Trade and other receivables 16 58.0 40.6
Financial assets 22 14.2 17.1
Current tax asset 7.8 4.4
Cash and cash equivalents 187 101.3 276.0
Total current assets 460.7 483.0
Total assets 998.4 775.9
Liabilities
Current liabilities
Trade and other payables 18 (296.6) (222.9)
Provisions 19 (53.5) (53.5)
Interest-bearing loans and borrowings 20 (100.0) -
Lease liabilities 21 (7.9) (6.7)
Financial liabilities 22 (3.7) (2.6)
Total current liabilities (461.7) (285.7)
Non-current liabilities
Lease liabilities 21 (44.0) (11.6)
Financial liabilities 22 (3.1) (1.9)
Deferred tax 14 (25.3) (4.2)
Total liabilities (534.1) (303.4)
Net assets 464.3 472.5
Equity
Share capital 23 12.7 12.6
Shares to be issued 24 31.9 31.9
Share premium 922.8 916.2
Hedging reserve 10.2 25.7
EBT reserve (75.6) (56.5)
Other reserves 25 (795.5) (795.2)
Retained earnings 357.8 337.8
Total equity 464.3 472.5
Consolidated statement of changes in equity
Share capital Shares to be issued Share premium Hedging reserve EBT reserve Other reserves Non-controlling interest Retained earnings Total equity
£ million £ million £ million £ million £ million £ million £ million £ million £ million
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
Loss for the year - - - - - - - (4.0) (4.0)
Other comprehensive income/(expense):
Gain reclassified to profit and loss in revenue - - - (14.8) - - - - (14.8)
Fair value loss on cash flow hedges during the year - - - (0.7) - - - - (0.7)
Total comprehensive income for the year - - - (15.5) - - - (4.0) (19.5)
Issue of shares 0.1 - 6.6 - (19.1) - - - (12.4)
Share-based payments credit - - - - - - - 26.1 26.1
Excess taxation on share-based payments - - - - - - - (2.1) (2.1)
Translation of foreign operations - - - - - (0.3) - - (0.3)
Balance at 28 February 2022 12.7 31.9 922.8 10.2 (75.6) (795.5) - 357.8 464.3
Consolidated cash flow statement
for the year ended 28 February 2022
Note 2022 2021
£ million £ million
Cash flows from operating activities
(Loss)/profit for the year (4.0) 93.4
Adjustments for:
Share-based payments charge 26.1 19.7
Depreciation charges and amortisation 53.8 29.8
Finance income - (0.9)
Finance expense 1.6 0.3
Tax expense 11.8 31.3
89.3 173.6
Increase in inventories 15 (134.5) (45.8)
Increase in trade and other receivables 16 (17.7) (8.8)
Increase in trade and other payables 18 73.2 82.1
Cash generated from operations 10.3 201.1
Tax paid - (38.3)
Net cash generated from operating activities 10.3 162.8
Cash flows from investing activities
Acquisition of intangible assets 11 (32.0) (85.7)
Acquisition of property, plant and equipment 12 (229.5) (37.0)
Acquisition of non-controlling interest in PrettyLittleThing - (161.9)
Finance income received - 1.2
Net cash used in investing activities (261.5) (283.4)
Cash flows from financing activities
Proceeds from the issue of ordinary shares 6.8 204.9
Share issue costs written off to share premium - (3.5)
Purchase of own shares by EBT (19.2) (39.4)
Finance expense paid (0.9) (0.1)
Lease payments (10.2) (5.9)
Increase in/(repayment) of borrowings 20 100.0 (4.8)
Net cash generated from financing activities 76.5 151.2
(Decrease)/increase in cash and cash equivalents (174.7) 30.6
Cash and cash equivalents at beginning of year 276.0 245.4
Cash and cash equivalents at end of year 101.3 276.0
Notes to the financial statements
(forming part of the financial statements)
1 Accounting policies
General information
The boohoo group plc operates as a multi-brand online retailer, based in the
UK and is a public limited company incorporated and domiciled in Jersey and
listed on the Alternative Investment Market (AIM) of the London Stock
Exchange. Its registered office address is 12 Castle Street, St Helier,
Jersey, JE2 3RT. The company was incorporated on 19 November 2013.
Basis of preparation
This condensed consolidated financial information for the year ended 28
February 2021 has been prepared in accordance with the recognition and
measurement criteria of UK-adopted International Financial Reporting Standards
and the Companies (Jersey) Law 1991.
The financial information contained in this preliminary announcement for the
years ended 28 February 2022 and 28 February 2021 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 2022 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
20212 and 28 February 2021 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.
The financial statements have been approved on the assumption that the group
and company remain a going concern. The continued impact of the COVID-19
crisis on the group is not expected to change materially over the next year,
provided that governments' actions in controlling the virus and its variants
continue to be effective. Trading during the year to February 2022 has shown
that on-line sales have some resilience during lockdowns in many countries.
The group has cash resources and credit facilities sufficient to continue
solvent trading in the face of an unforeseen downturn in demand.
New and amended 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 2021:
· Amendments to IFRS 3 business combinations
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 for accounting periods beginning
after 1 March 2021 but have not been adopted by the UK and 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 16 property, plant and equipment
· Amendments to IAS 37 provisions, contingent liabilities and
contingent assets
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
and excluding assets and liabilities acquired through acquisitions and held at
fair value. The principal accounting policies adopted in the preparation of
these financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
Exceptional items
Exceptional items are those of significant size and of a non-recurring nature
that require disclosure in order that the underlying business performance can
be identified. The exceptional costs in these financial statements include:
redundancy costs in temporary warehouse facilities that were operated in the
period between acquisition of the new brands and integration into new
warehouses; the costs of moving inventory from one warehouse to another;
additional disruption costs associated with the installation of the automation
in the Sheffield facility; legal expenses associated with the acquisitions;
irrecoverable sales taxes on customer returns from the EU during the period
after Brexit and before simplified procedures (IOSS) in the EU became
operational; and additional costs of working during transitional
administrative and warehousing operations subsequent to the acquisitions of
the brands in February 2021. The latter additional costs have been calculated
as the difference between the medium-term operating costs incurred in the new
warehouse facilities and the set-up and initial operating costs. Such
additional costs do require estimation by management.
Exceptional costs £ million
Selling and distribution costs
Sheffield automation disruption costs 10.6
Dual warehouse operating costs 9.4
Irrecoverable EU sales tax on returns pre IOSS 5.1
Redundancy costs 3.3
28.4
Administration expenses
Dual administrative costs during transition of new brands from sellers 3.9
Acquisition and restructuring costs 3.1
Redundancy costs 0.4
7.4
Total before tax 35.8
Tax (6.8)
Total after tax 29.0
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 2022 is by geographic region. This is because the
group is multi-brand and now focuses 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 2022
UK Rest of Europe USA Rest of world Total
£ million £ million £ million £ million £ million
Revenue 1,202.8 219.2 451.6 109.2 1,982.8
Cost of sales (608.6) (99.7) (181.5) (51.9) (941.7)
Gross profit 594.2 119.5 270.1 57.3 1,041.1
Distribution costs - - - - (516.5)
Administrative expenses - other - - - - (502.5)
Amortisation of acquired intangibles - - - - (12.8)
Other income - - - - 0.1
Operating profit - - - - 9.4
Finance income - - - - -
Finance expense - - - - (1.6)
Profit before tax - - - - 7.8
Year ended 28 February 2021
UK Rest of Europe USA Rest of world Total
£ million £ million £ million £ million £ 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
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 £2.5 million.
3 Other income
2022 2021
£ million £ million
Property rental income 0.1 1.0
4 Finance income and expense
2022 2021
£ million £ million
Finance income: Bank interest received - 0.9
Finance expense: Loan interest paid (0.8) (0.1)
Finance expense: IFRS 16 lease interest (0.8) (0.2)
(1.6) (0.3)
5 Auditors' remuneration
2022 2021
£ million £ million
Audit of these financial statements 0.5 0.4
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 - -
0.5 0.4
6 Profit before tax
Profit before tax is stated after charging: 2022 2021
£ million £ million
Short-term operating lease rentals for buildings 0.6 0.2
Equity-settled share-based payment charges 26.1 19.7
Exceptional items (note 1) 35.8 -
Depreciation of property, plant and equipment 22.0 14.4
Depreciation of right-of-use assets 10.0 5.7
Amortisation of intangible assets 9.0 4.2
Amortisation of acquired intangible assets 12.8 5.5
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, except
when there is a loss, in which case the basic measure is used.
2022 2021
Weighted average shares in issue for basic earnings per share 1,235.3 1,220.7
Dilutive share options 48.2 31.4
Weighted average shares in issue for diluted earnings per share 1,283.5 1,252.1
(Loss)/earnings (£ million) (4.0) 90.7
Basic (loss)/earnings per share (0.32)p 7.43p
Diluted (loss)/earnings per share (0.32)p 7.25p
(Loss)/earnings (£ million) (4.0) 90.7
Adjusting items:
Amortisation of intangible assets arising on acquisitions 12.8 5.5
Share-based payments charges 26.1 19.7
Share-based payment charge adjustment for non-controlling interests - (0.7)
Exceptional items 35.8 -
Adjustment for tax (14.4) (4.8)
Pro-forma non-controlling interest adjustment to 34% - (1.9)
Adjusted earnings 56.3 108.5
Adjusted basic earnings per share 4.56p 8.89p
Adjusted diluted earnings per share 4.39p 8.67p
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 and non-cash share-based payment charges.
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
2022 2021
Administration 2,462 1,767
Distribution 2,888 1,275
5,350 3,042
The aggregate payroll costs of these persons were as follows:
2022 2021
£ million £ million
Wages and salaries 174.8 106.6
Social security costs 14.3 9.2
Post-employment benefits 3.8 2.5
Equity-settled share-based payment charges 26.1 19.7
219.0 138.0
9 Directors' and key management compensation
2022 2021
£ million £ million
Short-term employee benefits 25.3 17.6
Post-employment benefits 0.3 0.2
Equity-settled share-based payment charges 3.4 2.7
29.0 20.5
Directors' and key management compensation comprises the group directors and
executive committee members.
10 Taxation
2022 2021
£ million £ million
Analysis of charge in year
Current tax on income for the year (1.9) 27.0
Adjustments in respect of prior year taxes (0.1) 1.1
Deferred taxation (note 15) 13.8 3.2
Tax on profit 11.8 31.3
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 (2021: 19.0%) to profit before tax as a
result of the following:
Profit before tax 7.8 124.7
Profit before tax multiplied by the standard rate of corporation tax of the UK 1.5 23.7
of 19.0% (2021: 19.0%)
Effects of:
Expenses not deductible for tax purposes 3.5 5.8
Change in deferred tax rate 5.9 -
Adjustments in respect of prior year taxes (0.1) 1.1
Overseas tax differentials 0.5 0.2
R&D tax credits 0.1 -
Depreciation on ineligible assets 0.4 0.5
Tax on profit 11.8 31.3
Tax recognised in the statement of changes in equity
Deferred tax debit on movement in tax base of share options (3.0) (0.2)
No current tax was recognised in other comprehensive income (2021: £nil).
11 Intangible assets
Patents and licences Trademarks Customer lists Computer software Total
£ million £ million £ million £ million £ million
Cost
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
Additions - - - 32.0 32.0
Disposals - - - (2.3) (2.3)
Balance at 28 February 2022 0.6 115.6 8.1 53.2 177.5
Accumulated amortisation
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
Amortisation for year 0.1 12.1 0.7 8.9 21.8
Disposals - - - (2.3) (2.3)
Balance at 28 February 2022 0.6 26.0 6.8 15.6 49.0
Net book value
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
At 28 February 2022 - 89.6 1.3 37.6 128.5
Within the statement of comprehensive income, amortisation of acquired
intangible assets (trademarks and customer lists) of £12.8 million (2021:
£5.5 million) is shown separately. The amount of amortisation of the other
intangible assets included in distribution costs is £0.2 million (2021: £0.2
million) and in administrative expenses is £8.8 million (2021: £4.1
million).
12 Property, plant and equipment
Short leasehold alterations Fixtures and fittings Computer equipment Motor vehicles Land & buildings Total
£ million £ million £ million £ million £ million £ million
Cost
Balance at 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
Additions 7.3 129.0 4.4 0.2 88.6 229.5
Exchange differences - - - - 0.1 0.1
Disposals (0.1) (0.9) (1.2) (0.2) - (2.4)
Balance at 28 February 2022 26.5 230.5 12.3 1.0 136.3 406.6
Accumulated depreciation
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
Depreciation charge for the year 2.1 14.4 2.9 0.2 2.4 22.0
Disposals (0.1) (0.9) (1.2) (0.2) - (2.4)
Balance at 28 February 2022 6.7 38.0 6.5 0.6 5.6 57.4
Net book value
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
At 28 February 2022 19.8 192.5 5.8 0.4 130.7 349.2
The amounts of depreciation included in the statement of comprehensive income
in distribution costs is £13.1 million (2021: £8.7 million) and in
administrative expenses is £8.9 million (2021: £5.7 million).
13 Right-of-use assets
Short leasehold properties
£ million
Cost
Balance at 29 February 2020 27.1
Additions 7.8
Balance at 28 February 2021 34.9
Additions 43.0
Balance at 28 February 2022 77.9
Accumulated depreciation
Balance at 29 February 2020 12.5
Depreciation for year 5.7
Balance at 28 February 2021 18.2
Depreciation for year 10.0
Balance at 28 February 2022 28.2
Net book value
At 29 February 2020 14.6
At 28 February 2021 16.7
At 28 February 2022 49.7
14 Deferred tax
Assets
Unused Depreciation Share-based payments Total
tax losses in excess of
capital
allowances
£ million £ million £ million £ million
Asset at 29 February 2020 - 0.3 5.7 6.0
Recognised in statement of comprehensive income - 0.3 (2.9) (2.6)
Debit in equity - - (0.2) (0.2)
Asset at 28 February 2021 - 0.6 2.6 3.2
Recognised in statement of comprehensive income 7.5 (0.6) (0.1) 6.8
Debit in equity - - (2.5) (2.5)
Asset at 28 February 2022 7.5 - - 7.5
Liabilities
Business combinations Capital allowances in excess of depreciation Share-based payments Total
£ million £ million £ million £ million
Liability at 29 February 2020 (1.2) (2.4) - (3.6)
Recognised in statement of comprehensive income 0.2 (0.8) - (0.6)
Liability at 28 February 2021 (1.0) (3.2) - (4.2)
Recognised in statement of comprehensive income 0.2 (19.3) (1.5) (20.6)
Debit in equity - - (0.5) (0.5)
Liability at 28 February 2022 (0.8) (22.5) (2.0) (25.3)
Recognition of the deferred tax assets is based upon the expected generation
of future taxable profits. The deferred tax liability will reverse in more
than one year's time as the intangible assets are amortised. Deferred tax is
calculated at 25% as enacted from April 2023 by the UK Government.
15 Inventories
2022 2021
£ million £ million
Finished goods 262.4 133.5
Finished goods - returns 17.0 11.4
279.4 144.9
The value of inventories included within cost of sales for the year was
£939.1 million (2021: £791.7 million). The finished goods returns is the
estimated value of stock at customers but expected to be returned. An
impairment provision of £18.4 million (2021: £15.8 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
2022 2021
£ million £ million
Trade receivables 34.6 18.3
Prepayments 21.3 10.4
Accrued income 2.1 0.3
Taxes and social security receivable - 11.6
58.0 40.6
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:
2022 2021
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:
2022 2021
£ million £ million
Due within 30 days 25.1 18.3
Provision for impairment (0.1) (2.4)
Due in 31 to 90 days 10.7 3.6
Provision for impairment (2.4) (1.4)
Past due 1.3 0.2
Provision for impairment - -
Total amounts due and past due 37.1 22.1
Total provision for impairment (2.5) (3.8)
34.6 18.3
17 Cash and cash equivalents
2022 2021
£ million £ million
At start of year 276.0 245.4
Net movement during year (174.5) 30.8
Effect of exchange rates (0.2) (0.2)
At end of year 101.3 276.0
There is no material credit risk associated with the cash at bank due to the
healthy credit ratings of the banks of BBB+ and higher.
18 Trade and other payables
2022 2021
£ million £ million
Trade payables 97.5 47.9
Other creditors 6.6 6.4
Accruals 152.4 144.0
Deferred income 16.7 10.2
Taxes and social security payable 23.4 14.4
296.6 222.9
The fair value of trade payables is not materially different from the carrying
value.
19 Provisions
Dilapidations Returns Claims Total
£ million £ million £ million £ million
Provision at 28 February 2021 5.9 24.2 23.4 53.5
Movements in provision charged/(credited) to income statement:
Prior year provision utilised (2.2) (24.2) (5.6) (32.0)
Increase in provision in current year - 32.0 - 32.0
Provision at 28 February 2022 3.7 32.0 17.8 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
year-end.
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.
Terms and debt repayment schedule
Nominal
interest Year of 2022 2021
Currency rate maturity £ million £ million
Revolving credit facility GB£ SONIA CIA 2022 100.0 -
Movement in interest-bearing loans and borrowings
2022 2021
£ million £ million
Opening balance - 4.8
Increase of borrowings 100.0 -
Interest accrued 0.8 0.1
Interest paid (0.8) (0.1)
Capital paid - (4.8)
Closing balance 100.0 -
A new revolving credit facility of £325 million with a three-year term was
agreed after the year-end in March 2022 to support the group's liquidity
requirements and provide a greater degree of headroom.
Reconciliation of movements in cash flows from financing activities to
movements in liabilities:
Balance 28 February 2021 Cash flow from financing activities Additions Statement of comprehensive income Movement in retained earnings and other reserves Balance at 28 February 2022
£ million £ million £ million £ million £ million £ million
Equity 472.5 (12.4) - (19.5) 23.7 464.3
Leases 18.3 (10.2) 43.0 0.8 - 51.9
Bank borrowings - 99.1 - 0.9 - 100.0
490.8 76.5 43.0 (17.8) 23.7 616.2
21 Lease liabilities
Minimum lease payments due Within 1 year 1-2 years 2-5 years 5-10 years More than 10 years Total
£ million £ million £ million £ million £ million £ million
28 February 2022
Lease payments 8.8 5.9 7.7 13.1 24.4 59.9
Finance charges (0.9) (0.7) (2.0) (2.5) (1.9) (8.0)
Net present value 7.9 5.2 5.7 10.6 22.5 51.9
2022 2021
£ million £ million
Current lease liability 7.9 6.7
Non-current lease liability 44.0 11.6
Total 51.9 18.3
Movement in lease liabilities:
2022 2021
£ million £ million
Opening balance 18.3 16.2
Interest accrued 0.8 0.2
Cash flow lease payments (10.2) (5.9)
Additions 43.0 7.8
Closing balance 51.9 18.3
22 Financial instruments
(a) Fair values of financial instruments
Trade and other receivables
The fair value of trade and other receivables is estimated as the present
value of future cash flows, discounted at the market rate of interest at the
reporting date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value
of future cash flows, discounted at the market rate of interest at the
reporting date if the effect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying
amount where the cash is repayable on demand. Where it is not repayable on
demand then the fair value is estimated at the present value of future cash
flows, discounted at the market rate of interest at the reporting date.
Interest-bearing borrowings
Fair value is calculated based on the present value of future principal and
interest cash flows, discounted at the market rate of interest at the
reporting date.
Cash flow hedges
Fair value is calculated using forward interest rate points to restate the
hedge to fair market value.
Fair values
2022 2021
£ million £ million
Financial assets
Cash and cash equivalents 101.3 276.0
Cash flow hedges 17.0 30.2
Trade receivables 34.6 18.3
Accrued income 2.1 0.3
155.0 324.8
2022 2021
£ million £ million
Financial liabilities
Cash flow hedges 6.8 4.5
Trade payables 97.5 47.9
Other creditors 6.6 6.4
Accruals 152.4 144.0
Provisions 53.5 53.5
Interest-bearing loans and borrowings 100.0 -
Lease liabilities 51.9 18.3
468.7 274.6
23 Share capital
2022 2021
£ million £ million
1,267,634,949 authorised and fully paid ordinary shares of 1p each 12.7 12.6
(2021: 1,263,255,457)
During the year, a total of 4.4 million shares were issued under the share
incentive plans (2021: 5.2 million). On 21 February 2022, 63,761 (2021:
14,276) 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 (2021: £nil).
24 Shares to be issued
2022 2021
£ million £ million
31.9 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 six-month period, up until a longstop date of 14 March 2024. If
this condition is not met, the consideration will lapse.
25 Reserves
2022 2021
£ million £ million
Translation reserve 0.2 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) (281.3)
Proceeds from issue of growth shares in boohoo holdings Limited 0.8 0.8
(795.5) (795.2)
The translation reserve arises from the movement in the revaluation of
subsidiary balance sheets in foreign currencies; the capital redemption
reserve arose from a capital reconstruction in 2014; the reconstruction
reserve arose on the impairment of the carrying value of the subsidiary
company in 2014 at that date; and the acquisition of the non-controlling
interest in PrettyLittleThing is the excess of consideration paid over the
carrying value of the non-controlling interest as at the date of acquisition
in May 2020, written off to reserves.
26 Capital commitments
Capital expenditure contracted for at the end of the reporting year but not
yet incurred is as follows:
2022 2021
£ million £ million
Property, plant and equipment 21.8 5.5
27 Contingent liabilities
From time to time, the group can be subject to various legal proceedings and
claims that arise in the ordinary course of business, which may include cases
relating to the group's brand and trading name. All such cases brought against
the group are robustly defended and a liability is recorded only when it is
probable that the case will result in a future economic outflow and that the
outflow can be reliably measured.
Appendices
Growth rates on prior period revenue by region
Revenue by period for the year to 28 February 2022 (FY22)
£m 4m to 31 December 2m to 28 February 12m to 28 February
FY22 FY21 yoy % yoy % CER FY22 FY21 yoy % yoy % FY22 FY21 yoy % yoy %
CER CER
Total 714.5 660.8 8% 9% 292.5 268.0 9% 9% 1,982.8 1,745.3 14% 14%
Revenue by region
UK 451.0 356.7 26% 26% 182.3 158.3 15% 15% 1,202.8 945.1 27% 27%
ROE 79.9 90.3 -11% -11% 34.9 30.5 14% 13% 219.2 244.7 -10% -9%
USA 145.8 168.2 -13% -12% 55.4 64.6 -14% -13% 451.6 435.1 4% 4%
ROW 37.8 45.6 -17% -16% 19.8 14.6 36% 34% 109.2 120.4 -10% -8%
£m 3m to 31 May 3m to 31 August 6m to 31 August
FY22 FY21 yoy % yoy % CER FY21 FY20 yoy % yoy % FY21 FY20 yoy % yoy %
CER CER
Total 486.1 367.8 32% 32% 489.8 448.7 9% 10% 975.9 816.5 20% 20%
Revenue by region
UK 274.5 183.0 50% 50% 294.9 247.2 19% 19% 569.4 430.2 32% 32%
ROE 54.4 63.4 -14% -12% 50.0 60.3 -17% -16% 104.4 123.7 -16% -14%
USA 131.9 92.0 43% 40% 118.6 110.2 8% 9% 250.5 202.2 24% 23%
ROW 25.2 29.4 -15% -10% 26.3 31.0 -15% -18% 51.5 60.4 -15% -14%
Revenue by period for the year to 28 February 2021 (FY21)
£m 4m to 31 December 2m to 28 February 12m to 28 February
FY21 FY20 yoy % yoy % CER FY21 FY20 yoy % yoy % FY21 FY20 yoy % yoy %
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% 158.3 108.5 46% 46% 945.1 679.4 39% 39%
ROE 90.3 69.6 30% 32% 30.5 31.4 (3)% (1)% 244.7 188.4 30% 30%
USA 168.2 110.6 52% 51% 64.6 42.3 53% 46% 435.1 263.6 65% 63%
ROW 45.6 37.7 20% 24% 14.6 14.1 3% 11% 120.4 103.5 16% 19%
£m 3m to 31 May 3m to 31 August 6m to 31 August
FY21 FY20 yoy % yoy % CER FY21 FY20 yoy % yoy % FY21 FY20 yoy % yoy %
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%
CER in this appendix for the year ended 28 February 2021 is calculated using
exchange rates prevailing during the year ending 28 February 2021.
Nomenclature: ROE - rest of Europe; ROW - rest of world; yoy - year-on-year;
CER - constant exchange rate
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