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REG - boohoo group plc - Interim results for the 6 months ended 31 Aug 2022

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RNS Number : 9134A  boohoo group plc  28 September 2022

 
                                                               28
September 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 - interim results for the six months ended 31 August 2022

 

"Leading the fashion eCommerce market"

 

                                           6 months to 31 August 2022  6 months to 31 August 2021  Change 2022 on 2021  6 months to 31 August 2019  Change 2022 on 2019((1))

                                           (1H FY23)                    (1H FY22)                                       (1H FY20)
                                           £ million                   £ million                                        £ million
 Revenue                                   882.4                       975.9                       -10%                 564.9                       +56%
 Gross profit                              463.5                       533.3                       -13%                 306.6                       +51%
 Gross margin                              52.5%                       54.6%                       -210bps              54.3%                       -180bps
 Adjusted EBITDA((2))                      35.5                        85.1                        -58%                 60.8                        -42%
 % of revenue                              4.0%                        8.7%                        -470bps              10.8%                       -680bps
 Adjusted EBIT((3))                        9.6                         64.2                        -85%                 51.3                        -81%
 % of revenue                              1.1%                        6.6%                        -550bps              9.1%                        -800bps
 Adjusted profit before tax((4))           6.2                         63.8                        -90%                 51.9                        -88%
 Adjusted diluted earnings per share((5))  0.30p                       3.84p                       -92%                 2.91p                       -90%
 Net (debt)/cash((6)) at period end        (10.4)                      98.4                        -108.8m              207.3                       -217.7m

 

Summary of first half financial performance

·    Gross revenue before returns up 4%, reflecting underlying growth and
ongoing improvements in average order frequency and spend per customer, offset
by weaker than anticipated consumer demand

·    Net revenue declined 10% in the first half year:

o  As previously guided returns rates up significantly year on year, and
ahead of pre-pandemic levels

o  UK revenues declined 4%, softening through the second quarter as
inflationary pressures increased and consumer demand appears to have been
impacted by cost of living pressures.

o  International revenues declined 17%, with the proposition continuing to be
impacted by extended delivery times. Markets such as Australia are starting to
see improvements from reduced delivery times, with lower rates of year-on-year
declines in revenues as the first half progressed

·    Gross margin 52.5%, down 210 basis points year-on-year, in line with
expectations, as a result of inbound freight inflation. Gross margin
performance improved 210 basis points versus the second half of the prior
financial year due to tighter inventory management

·    Adjusted EBITDA £35.5 million, with margin at 4.0% impacted by
freight and logistics inflation, weaker than anticipated consumer demand and
high cost inflation from the macro-economic environment, as well as strategic
investments across the multi-brand platform

·    Free cash outflow was £2.7 million (1H 22: 157.3 million outflow),
following capital expenditure of £38.7 million. Closing net debt of £10.4m
(1H 22: net cash of £98.4m, FY 22: net cash of £1.3 million) reflects
multi-year investments, including £96 million on unencumbered freehold assets
since February 2020

·    Significant liquidity headroom for selective investment programme
with gross cash of £315 million at period end

 

Near term focus on improving operational performance

As outlined previously in its full year results and first quarter update, the
near-term focus for the Group is on key projects that will optimise operations
and improve future performance:

·    Sourcing: sourcing from near-shore markets increased significantly in
the first half, up more than 10 percentage points year-on-year. Heading into
the second half, the Group has lower levels of forward commitments on
inventory, giving greater flexibility into the uncertain peak trading period

·    Inventory management: inventory levels are leaner, with approximately
15% fewer units in stock at the end of August, compared to the end of
February. Compared to 2H FY22, inventory turn and gross margin improved, with
the latter increasing by 210 basis points, with the year on year decline in
gross margin driven by inbound cost pressures as previously stated

·    Overheads: macro-economic inflationary factors have contributed to
overhead increases year on year and investments into recently acquired brands.
An increased focus is being placed on overhead costs in an uncertain consumer
backdrop to improve profitability

Robust financial position underpins strategic investments

The Group continues to maintain a robust balance sheet, with £315 million of
gross cash and low levels of net debt (£10 million) at the end of the first
half, giving significant liquidity headroom that supports selective
investments into strategic growth initiatives.

·    Automation in our Sheffield distribution centre went live in late
September, and is expected to drive material cost savings and efficiencies
with a five year estimated payback on £125 million of capital expenditure

·    US distribution centre on track to go-live in the first half of the
2023/24 financial year, supporting significant improvement in our customer
proposition from a reduction in international delivery times

·    Further progress made with Debenhams online marketplace, with a new
senior leadership team, upgrading of its technology stack; and rapid expansion
of marketplace partners, with 80 new partners onboarded in the first half

·    New Customs Warehouse went live in July, with duty savings expected
in the second half

·    Wholesale sales portal launched, giving greater choice and
flexibility to partners, and future operational efficiencies

Outlook and FY23 guidance

As a result of the impact that the macro-economic and consumer backdrop has
had on the Group's revenues in the first half, our expectation is for a
similar rate of revenue declines to persist over the remainder of the
financial year if these conditions continue.

Increases in inflation-driven costs as well as the resultant operational
deleverage from lower sales than previously anticipated mean that adjusted
EBITDA margins are likely to be between 3% and 5%, compared to the previously
guided range of 4% and 7%.

It is the Board's view that by focusing near term on optimising its
operations, the Group will be well-positioned to improve future profitability
and financial performance through self-help via delivery of key projects and
cost efficiencies and through easing of macro-economic headwinds facing both
consumers and businesses.

Longer-term competitive positioning and opportunity to take market share
unchanged

Over the last three years, the Group has made notable progress towards
achieving its long-term growth ambitions. It has also made significant
investments during this time and will continue to make selective investments
to support its platform and brands, in a manner that reflect the current
macro-economic environment.

Since 1H20, the group has:

·    Grown significantly with total revenue +56%, (UK: +73%,
International: +35%), during a period in which clothing sales in key markets
remain broadly flat versus 2019

·    Increased in its largest market, the UK, its share of spend online
from 5.6% to 8.4%, with price product and proposition resonating strongly with
consumers

·    Increased its active customer base to 19 million active customers, up
from 13 million, through organic growth and an increased brand portfolio

·    Extended target addressable market through acquisitions, with up to
500 million potential customers in key global markets

·    Built infrastructure capable of supporting in excess of £4 billion
of net sales, with automation driving efficiencies and an international
distribution centre enhancing our proposition

·    Developed numerous growth opportunities through its direct to
consumer proposition, Debenhams and strategic partnerships with select
partners globally

·    Made further progress on its sustainability strategy with Thurmaston
Lane manufacturing facility launched in Leicester, UK in the first half and
the PrettyLittleThing marketplace, a clothing resale platform, launched in
August 2022

John Lyttle, Group CEO, commented:

"Performance in the first half was impacted by a more challenging economic
backdrop weighing on consumer demand. Over the last three years the Group has
seen significant gains in market share achieved across our brand portfolio,
particularly in the UK where our price, product and proposition resonate
strongly with customers. We have a clear plan in place to improve future
profitability and financial performance through self-help via the delivery of
key projects, which will stand us in good stead as macro-economic headwinds
ease. We remain confident in the long-term outlook, as we continue to offer
customers unrivalled choice, inclusive ranges and great value pricing, giving
them even more reasons to shop with us."

 

Investor and analyst webcast

boohoo group plc will today host a presentation video webcast for analysts and
investors at 8.45am (UK time) via the following link:
https://webcasting.buchanan.uk.com/broadcast/62f125bd2c785a4107c36427
(https://webcasting.buchanan.uk.com/broadcast/62f125bd2c785a4107c36427)

 

A replay will subsequently be available the same day via the same link.

boohoo group plc's interim 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
 Andrew Jones / James Edis                                                   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 / Verity Parker     Tel: +44 (0)20 7466 5000

 

 

 

 

 

Notes:

(1) Change on 2019 (1H20) is more representative of the medium-term business
growth as it smooths out the exceptional growth in 1H21 due to the pandemic,
when new customer acquisition was exceptional, and the effect of a material
increase in international shipping costs.

(2) Adjusted EBITDA is calculated as profit before tax, interest,
depreciation, amortisation, share-based payments charges and exceptional
items.

(3) Adjusted EBIT is calculated as profit before tax, interest, share-based
payments charges, amortisation of acquired intangible assets and exceptional
items.

(4) Adjusted profit before tax is calculated as profit before tax, excluding
share-based payments charges, amortisation of acquired intangible assets and
exceptional items.

(5) Adjusted diluted earnings per share is calculated as diluted earnings per
share, adding back amortisation of acquired intangible assets, share-based
payments charges and exceptional items.

(6) Net cash is cash less bank borrowings.

(7) 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 31
August 2022, the boohoo group had 19 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.

Review of the business

Group overview

Group revenue for the half-year declined by 10% (9% CER) on the first half of
the previous year to £882.4 million (2021: £975.9 million, 2019: £564.9
million) and increased by 56% on the first half of three years ago,
pre-pandemic. Comparison with three years ago demonstrates the growth of the
business excluding the exceptional growth and low returns during pandemic
periods. Gross sales before returns increased on the prior half-year by 4%,
indicating the continued momentum of the group's brands as they gain market
share. However, with returns higher than in the pandemic period, net revenue
shows a decline.

Adjusted EBITDA was £35.5 million (2021: £85.1 million, 2019: £60.8
million), a decrease of 58% on the first half of the previous year, as a
result of: softer consumer demand, elevated returns rates, freight and
logistics inflation, high cost inflation from the macro-economic environment,
as well as strategic investments across the multi-brand platform. Gross margin
of 52.5%, declined 210 basis points year-on-year due to elevated inflationary
cost pressures. Gross margin did, however, improve compared to the second half
of the previous financial year with tighter inventory management, and our
flexibility in moving supply chain sources away from the Far East, with its
associated elevated freight costs, to Europe, reducing product costs.

Adjusted EBITDA margin reduced to 4.0% (2021: 8.7%, 2019: 10.8%), but was flat
when compared to the second half of the previous financial year. International
distribution costs have continued to be significantly elevated against
pre-pandemic rates, but we are seeing some small, steady rate reductions as
the year progresses. Our more recently acquired brands are demonstrating
improving profitability but continue to operate with higher overheads as a
percentage of revenue compared to the much larger and more established brands
we own. Central overheads increased as a percentage of net sales in the first
half due to the operational deleverage from a decline in net sales
year-on-year, coupled with inflationary cost pressures as a result of the
macro-economic backdrop.

Loss before tax was £15.2 million (2021: Profit £24.6 million, 2019: Profit
£45.2 million). Adjusted diluted earnings per share was 0.30p, down 92% on
the prior half-year. Basic earnings per share was negative 1.19p, (2021:
positive 1.44p, 2019: positive 2.88p).

Operating cash flow was £41.3 million (2021: £21.3 million, 2019: £55.9
million). Net cash flow was £213.3 million inflow (2021: £127.6 million
outflow, 2019: £15.5 million inflow), following capital expenditure of £38.7
million and a £225 million inflow from the group's newly committed £325
million Revolving Credit Facility. Our net cash balance (cash less bank debt)
at the period end decreased to £10.4 million net debt (2021: £98.4 million
net cash, 2019: £207.3 million net cash), whilst the actual cash balance was
£314.6 million.

Technology

Investment has continued in key technology projects, including the delivery of
Customs Warehousing, which will improve gross margin on overseas sales, and
building of systems for the forthcoming US distribution centre. The Sheffield
distribution centre servicing PrettyLittleThing transitioned from a
third-party provider to in-house, requiring significant IT development and
implementation and was successfully completed in June, with 1,400 colleagues
joining the boohoo family. In addition, substantial progress has been made on
our automation project ahead of go-live in September. Further improvements
have been made to the group's wholesale operations, with the implementation of
a new sales portal giving greater choice and flexibility to partners, and
greater operational efficiencies.

Distribution centres

The group continues to operate four warehouses: the long-established Burnley
site, which serves boohoo, boohooMAN, MissPap and Debenhams; the Sheffield
facility for PrettyLittleThing; Wellingborough, which houses Nasty Gal, Coast,
Oasis and Warehouse; and Daventry, from which the newer brands Dorothy
Perkins, Burton and Wallis operate, as well as Karen Millen.

The project to automate the Sheffield warehouse reached completion and go-live
in September, with significant capital expenditure of £11 million incurred in
the first half year. Additional costs of working of £2 million have been
incurred during the construction period, disrupting the normal efficiency, and
these are included in exceptional costs. Total capital expenditure for this
project is anticipated to total approximately £125 million, in line with
prior guidance, driving significant efficiencies and an anticipated payback of
approximately five years.

Performance by market

UK

The group's largest market continues to be the UK, accounting for 62% of group
revenues (2021: 58%). Revenue has declined by 4% on the prior half year,
although the pre-pandemic three-year growth remains robust at 73%. Sales
before returns increased on the prior half year by 12%, but the returns rate
increased substantially from the low level during the latter stages of the
pandemic last year, resulting in a net revenue reduction. However, we are
encouraged by the performance of our more recently acquired brands as they
pick up momentum from a low base, continued progression made by our Debenhams
digital department store, as well as the significant gains in market share
achieved across our brand portfolio over the last three years.

Gross margin decreased slightly from 51.7% to 50.2% as a result of elevated
freight cost pressures that did not impact performance in the first half of
the previous financial year.

USA

Performance in the USA has been below expectations, with revenue declining 29%
on the prior half year, albeit revenue growth over the three-year period is
strong at 60%. Delivery times to the USA are still elevated compared to
pre-pandemic levels, and this is undoubtedly impacting demand, although the
situation is improving slowly.

Gross margin is high, although lower than the prior half year, reducing from
61.5% to 60.2%. Distribution costs have remained high due to the ongoing
elevated airfreight costs and remain materially above pre-pandemic levels.

Rest of Europe

Although revenues in Rest of Europe declined 2% in the first half, the region
saw a return to growth in the second quarter at +5%, with an improving trend
in our direct-to-consumer brands and the positive benefit of our wholesale
business.  Encouragingly, our more recently acquired brands are making strong
progress, albeit from a low base. Growth on the pre-pandemic period three
years ago is 17%, and comfortably ahead of the broader market which continues
to be broadly flat versus pre-pandemic levels.

Gross margin declined marginally from 53.6% to 52.7%.

Rest of world

Rest of the world growth was 14%, driven by the success of wholesale sales to
our partners in the Middle East. In addition, markets such as Australia are
starting to see improvements from reduced delivery times, with lower rates of
year on year declines in revenues as the first half progressed.

Gross margin reduced from 55.7% to 50.8% with profitability continuing to be
impacted by elevated freight costs and high distribution costs.

Sustainability

In line with our policy on supply chain transparency, we published the group's
2022 sustainability strategy and updated the tier 1 global factory supply
chain list in August 2022, available on our corporate website.

We have continued to add more sustainable clothing ranges across our brands
and have entered into the second year of partnership with CottonConnect to use
sustainable cotton from Pakistan. In the UK, manufacturing of our own clothing
at Thurmaston Lane commenced in the first half, and will ramp up in the second
half of the year.

PrettyLittleThing launched marketplace, a clothing resale platform, in August
2022. This site enables anyone to sell their used garments online, contribute
towards sustainability, and gives the group an entry into a high-growth area
of the clothing market. In addition, the trial of a new partnership with
clothing resale service, Thrift+ was launched.

Solar panels on the Burnley distribution centre are active, with the potential
to generate 2.7 megawatts of electricity to support the power requirements of
our operations. This is believed to be a significant installation of its kind
for businesses.

 

Financial review

 

Group revenue by geographical market

 

                 6 months to      6 months to      Change 2022 on 2021  Change  6 months to      Change 2022 on 2019

                 31 August 2022   31 August 2021                                31 August 2019
                 £ million        £ million                             CER     £ million
 UK              544.6            569.6            -4%                  -4%     315.0            +73%
 Rest of Europe  102.1            104.7            -2%                  -2%     87.5             +17%
 USA             177.4            250.6            -29%                 -28%    110.7            +60%
 Rest of world   58.3             51.0             14%                  15%     51.7             +13%
                 882.4            975.9            -10%                 -9%     564.9            +56%

 

KPIs

Group

 

                                6 months to      6 months to      Change 2022 on 2021  6 months to      Change 2022 on 2019

                                31 August 2022   31 August 2021                        31 August 2019
 Active customers((1))          19.1 million     18.9 million     +1%                  13.0 million     +47%
 Number of orders                27.6 million    30.7 million     -10%                 20.3 million     +36%
 Order frequency((2))           3.13             3.09             +1%                  2.87             +9%
 Conversion rate to sale ((3))   3.06%            3.26%           -20bps               3.26%            -20bps
 Average order value((4))       £56.38           £45.41           +26%                 £43.26           +30%
 Number of items per basket     3.06             3.21             -5%                  3.15             -3%

 

1.     Defined as having shopped in the last 12 months

2.     Defined as number of 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 summary income statement

                                                                             6 months to      6 months to      Change 2022 on 2021  6 months to      Change 2022 on 2019

                                                                             31 August 2022   31 August 2021                        31 August 2019
                                                                             £ million        £ million                             £ million
 Revenue                                                                     882.4            975.9            -10%                 564.9            +56%
 Cost of sales                                                               (418.9)          (442.6)                               (258.3)
 Gross profit                                                                463.5            533.3            -13%                 306.6            +51%
 Gross margin %                                                              52.5%            54.6%            -210bps              54.3%            -180bps

 Operating costs                                                             (428.0)          (448.2)                               (245.9)
 Other income                                                                -                -                                     0.1
 Adjusted EBITDA                                                             35.5             85.1             -58%                 60.8             -42%
 Adjusted EBITDA margin %                                                    4.0%             8.7%             -470bps              10.8%            -680bps

 Depreciation                                                                (18.2)           (17.5)                                (7.9)
 Amortisation of other intangible assets                                     (7.7)            (3.4)                                 (1.6)
 Adjusted EBIT                                                               9.6              64.2             -85%                 51.3             -81%

 Adjusting items:
 Amortisation of acquired intangible assets                                  (6.2)            (6.3)                                 (2.3)
 Equity-settled share-based payments charges                                 (12.9)           (12.9)                                (4.4)
 Exceptional costs                                                           (2.3)            (20.0)                                -
 Operating (loss)/profit                                                     (11.8)           25.0             -147%                44.6             -126%

 Finance income                                                              0.5              0.2                                   0.8
 Finance expense                                                             (3.9)            (0.6)                                 (0.2)
 (Loss)/profit before tax                                                    (15.2)           24.6             -162%                45.2             -134%
 Tax                                                                         0.5              (6.8)                                 (9.1)
 (Loss)/profit after tax for the period                                      (14.7)           17.8             -183%                36.1             -141%

 Basic earnings per share                                                    (1.19)p          1.44p            -183%                2.88p            -141%
 Diluted earnings per share                                                  (1.19)p          1.38p            -186%                2.80p            -143%

 Adjusted profit after tax for the period                                    3.8              49.5             -92%                 41.5             -91%
 Amortisation of acquired intangible assets                                  (6.2)            (6.3)                                 (2.3)
 Equity-settled share-based payments charges                                 (12.9)           (12.9)                                (4.4)
 Exceptional costs                                                           (2.3)            (20.0)                                -
 Adjustment for tax                                                          2.9              7.5                                   1.3
 (Loss)/profit after tax for the period                                      (14.7)           17.8                                  36.1

 Adjusted profit for the period attributable to shareholders of the company  3.8              49.5             -92%                 34.7             -89%
 Adjusted diluted earnings per share                                         0.30p            3.84p            -92%                 2.91p            -89%

 

 

 Exceptional costs                      6 months to      6 months to

                                        31 August 2022   31 August 2021
                                        £ million        £ million
 Dual warehouse operating costs         -                9.2
 Dual administrative costs under TSA    -                3.7
 Redundancy costs                       -                3.6
 Sheffield automation disruption costs  2.3              1.9
 Restructuring costs                    -                1.6
                                        2.3              20.0

 

Taxation

The group recognised a tax credit of £0.5m, an effective rate of 3.3% (2021:
27.6%, 2019: 20.1%). This is lower than the tax credit calculated when
multiplying the loss before tax at the blended UK statutory rate of tax for
the year of 19%, due to disallowable expenses and depreciation of buildings in
excess of capital allowances.

 

Earnings per share

Basic earnings per share for the first half of the year decreased by 183% from
1.44p to -1.19p. Adjusted diluted earnings per share was 0.30p, down 92% on
the first half of the prior year.

 

Consolidated statement of financial position

                                            6 months to      6 months to      6 months to

                                            31 August 2022   31 August 2021   31 August 2019
                                            £ million        £ million        £ million
 Intangible assets                          131.4            121.6            43.8
 Property, plant and equipment              358.8            287.9            108.5
 Right-of-use assets                        60.7             53.6             15.7
 Financial assets                           0.7              7.3              0.3
 Investments                                6.5              -                -
 Deferred tax asset                         7.4              2.3              4.1
 Non-current assets                         565.5            472.7            172.4

 Working capital                            (22.7)           (47.1)           (58.7)
 Lease liabilities                          (62.7)           (54.6)           (17.7)
 Net financial (liabilities)/assets         (26.9)           12.8             (27.2)
 Cash and cash equivalents                  314.6            148.4            213.3
 Interest bearing loans and borrowings      (325.0)          (50.0)           (6.0)
 Deferred tax liability                     (24.7)           (3.8)            (2.0)
 Current tax asset/(liability)              6.5              3.0              (6.8)
 Net assets                                 424.6            481.4            267.3

 

Working capital has improved due to tighter inventory levels supporting the
brands within the group. A new revolving credit facility of £325 million with
a three-year term was agreed in March 2022 to support the group's liquidity
requirements and provide a greater degree of headroom and was fully drawn down
to provide sufficient buffer for intra-month trading and investment activity.

Liquidity and financial resources

Operating cash flow was £41.3 million (2021: £21.3 million, 2019: £55.9
million). Net cash flow was £213.3 million inflow (2021: £127.6 million
outflow, 2019: £15.5 million inflow), following capital expenditure of £38.7
million and a £225 million inflow from the group's newly committed £325
million Revolving Credit Facility. Our net cash balance (cash less bank debt)
at the period end decreased to £10.4 million net debt (2021: £98.4 million
net cash, 2019: £207.3 million net cash). Capital expenditure of a
substantial £38.7 million was invested in warehousing and office facilities
and IT systems infrastructure for future growth. The closing cash balance for
the group was £314.6 million.

 

 

 Consolidated cash flow statement
                                                     6 months to             6 months to             6 months to

                                                     31 August 2022          31 August 2021          31 August 2019
                                                     £ million               £ million               £ million

 (Loss)/profit for the period                        (14.7)                  17.8                    36.1

 Share-based payments charge                         12.9                    12.9                    4.4
 Depreciation charges and amortisation               32.1                    27.2                    11.8
 Finance income                                      (0.5)                   (0.2)                   (0.8)
 Finance expense                                     3.9                     0.6                     0.2
 Tax expense                                         (0.5)                   6.8                     9.1
 Increase in inventories                             9.7                     (110.3)                 (27.1)
 Increase in trade and other receivables             (5.7)                   (6.9)                   (16.5)
 Increase in trade and other payables                4.1                     73.4                    38.7
 Operating cash flow                                 41.3                    21.3                    55.9

 Capital expenditure and intangible asset purchases  (38.7)                  (172.2)                 (6.4)
 Acquisition of new brands (intangible assets)                               -                       (19.4)
 Investments                                         (6.5)                   -                       -
 Tax refunded/(paid)                                 1.2                     (6.4)                   (3.8)
 Free cash (out)/inflow after tax                    (2.7)                   (157.3)                 26.3

 Net proceeds from the issue of ordinary shares      0.1                     4.7                     0.8
 Purchase of own shares by EBT                       -                       (19.2)                  (4.8)
 Finance income received                             0.4                     0.2                     0.7
 Finance expense paid                                (3.4)                   (0.6)                   (0.1)
 Dividend paid to non-controlling interests          -                       -                       (3.4)
 Lease payments                                      (6.1)                   (5.4)                   (2.8)
 Proceeds from new loan/(repayment of borrowings)    225.0                   50.0                    (1.2)
 Net cash in/(out)flow                               213.3                   (127.6)                 15.5

 Cash and cash equivalents at beginning of period    101.3                   276.0                   197.8
 Cash and cash equivalents at end of period          314.6                   148.4                   213.3

 

Outlook

As a result of the impact that the macro-economic and consumer backdrop has
had on the Group's revenues in the first half, our expectation is for a
similar rate of revenue declines to persist over the remainder of the
financial year if these conditions continue.

Increases in inflation-driven costs as well as the resultant operational
deleverage from lower sales than previously anticipated mean that adjusted
EBITDA margins are likely to be between 3% and 5%, compared to the previously
guided range of 4% and 7%.

It is the Board's view that by focusing near term on optimising its
operations, the Group will be well-positioned to improve future profitability
and financial performance through self-help via delivery of key projects and
cost efficiencies and through easing of macro-economic headwinds facing both
consumers and businesses.

Other financial guidance for FY23 is outlined below:

·    Underlying depreciation and amortisation of approximately £60
million

·    Net interest charge expected to be approximately £10-11 million
reflecting interest rate increases (£7-8 million previously)

·    Capital expenditure unchanged at £100-120 million; and

·    Adjusting items of approximately £60-65 million, of which around
£40-45 million relates to non-cash items, including: share-based pay,
acquisition intangible amortisation, exceptional costs of Sheffield automation
and warehouse commissioning costs

 

 

 John Lyttle      Neil Catto

 Chief Executive  Chief Financial Officer

 

 

28 September 2022

Unaudited consolidated statement of comprehensive income

for the period ended 31 August 2022

                                       Note                                    6 months to       6 months to   Year to 28 February

                                                                                31 August         31 August    2022

                                                                               2022              2021
                                                                               (unaudited)       (unaudited)   (audited)
                                                                               £ million         £ million     £ million
 Revenue                               3                                       882.4             975.9         1,982.8
 Cost of sales                                                                 (418.9)           (442.6)       (941.7)
 Gross profit                                                                  463.5             533.3         1,041.1

 Distribution costs                                                            (224.8)           (247.3)       (516.5)
 Exceptional costs                                                             (2.3)             (14.2)        (28.4)
 Other distribution costs                                                      (222.5)           (233.1)       (488.1)

 Administrative expenses                                                       (250.5)           (261.0)       (515.3)
 Amortisation of acquired intangibles                                          (6.2)             (6.3)         (12.8)
 Exceptional expenses                                                          -                 (5.8)         (7.4)
 Other administrative expenses                                                 (244.3)           (248.9)       (495.1)

 Other income                                                                  -                 -             0.1
 Operating (loss)/profit                                                       (11.8)            25.0          9.4

 Finance income                                                                0.5               0.2           -
 Finance expense                                                               (3.9)             (0.6)         (1.6)
 (Loss)/profit before tax              4                                       (15.2)            24.6          7.8

 Taxation                                                                      0.5               (6.8)         (11.8)

 (Loss)/profit for the period                                                  (14.7)            17.8          (4.0)

 Other comprehensive (expense)/income for the period
 (Gain)/loss reclassified to profit and loss during the year                            (1.1)    (7.8)         (14.8)
 Fair value gain/(loss) on cash flow hedges during the year ((1))                       (35.2)   2.2           (0.7)
 Total comprehensive (expense)/income for the period                                    (51.0)   12.2          (19.5)

 Earnings per share                                                       5
 Basic                                                                                  (1.19)p  1.44p         (0.32)p
 Diluted                                                                                (1.19)p  1.38p         (0.32)p

 

1.        Net fair value gains/losses on cash flow hedges will be
reclassified to profit or loss during the three years to 31 August 2025.

 

Unaudited consolidated statement of financial position

at 31 August 2022

                                                                                                                                             Note      6 months to 31 August 2022  6 months to 31 August 2021  Year to 28 February

                                                                                                                                                                                                               2022
                                                                                                                                                       (unaudited)                 (unaudited)                 (audited)
                                                                                                                                                       £ million                   £ million                   £ million
 Assets
 Non-current assets
 Intangible assets                                                                                                                           6         131.4                       121.6                       128.5
 Property, plant and equipment                                                                                                               7         358.8                       287.9                       349.2
 Right-of-use assets                                                                                                                         8         60.7                        53.6                        49.7
 Financial assets                                                                                                                                      0.7                         7.3                         2.8
 Investments                                                                                                                                 9         6.5                         -                           -
 Deferred tax                                                                                                                                10        7.4                         2.3                         7.5
 Total non-current assets                                                                                                                              565.5                       472.7                       537.7
 Current assets
 Inventories                                                                                                                                           269.7                       255.2                       279.4
 Trade and other receivables                                                                                                                 11        61.6                        47.5                        58.0
 Financial assets                                                                                                                                      12.0                        15.9                        14.2
 Current tax asset                                                                                                                                     6.5                         3.0                         7.8
 Cash and cash equivalents                                                                                                                             314.6                       148.4                       101.3
 Total current assets                                                                                                                                  664.4                       470.0                       460.7

 Total assets                                                                                                                                          1,229.9                     942.7                       998.4

 Liabilities
 Current liabilities
 Trade and other payables                                                                                                                    12        (291.5)                     (295.5)                     (296.6)
 Provisions                                                                                                                                  13        (62.5)                      (54.3)                      (53.5)
 Interest bearing loans and borrowings                                                                                                       14        -                           (50.0)                      (100.0)
 Lease liabilities                                                                                                                                     (8.1)                       (8.1)                       (7.9)
 Financial liabilities                                                                                                                                 (27.7)                      (1.4)                       (3.7)
 Total current liabilities                                                                                                                             (389.8)                     (409.3)                     (461.7)

 Non-current liabilities
 Interest bearing loans and borrowings                                                                                                       14        (325.0)                     -                           -
 Lease liabilities                                                                                                                                     (54.6)                      (46.5)                      (44.0)
 Financial liabilities                                                                                                                                 (11.2)                      (1.7)                       (3.1)
 Deferred tax                                                                                                                                10        (24.7)                      (3.8)                       (25.3)
 Total liabilities                                                                                                                                     (805.3)                     (461.3)                     (534.1)

 Net assets                                                                                                                                            424.6                       481.4                       464.3

 Equity
 Share capital                                                                                                                               15        12.7                        12.7                        12.7
 Shares to be issued                                                                                                                         16        31.9                        31.9                        31.9
 Share premium                                                                                                                                         922.9                       920.8                       922.8
 Hedging reserve                                                                                                                                       (26.1)                      20.1                        10.2
 EBT reserve                                                                                                                                           (75.6)                      (75.7)                      (75.6)
 Other reserves                                                                                                                              17        (797.1)                     (795.3)                     (795.5)
 Retained earnings                                                                                                                                     355.9                       366.9                       357.8
 Total equity                                                                                                                                          424.6                       481.4                       464.3

 

Unaudited consolidated statement of changes in equity

                                                      Share capital  Shares to be issued  Share premium  Hedging reserve  EBT reserve  Other reserves  Retained earnings  Total equity
                                                      £ million      £ million            £ million      £ million        £ million    £ million       £ million          £ million
 Balance at 28 February 2022                          12.7           31.9                 922.8          10.2             (75.6)       (795.5)         357.8              464.3

 Loss for the period                                  -              -                    -              -                -            -               (14.7)             (14.7)
 Other comprehensive income/(expense):
 Gain reclassified to profit and loss in revenue      -              -                    -              (1.1)            -            -               -                  (1.1)
 Fair value loss on cash flow hedges during the year  -              -                    -              (35.2)           -            -               -                  (35.2)
 Total comprehensive expense for the period           -              -                    -              (36.3)           -            -               (14.7)             (51.0)
 Issue of shares                                      -              -                    0.1            -                -            -               -                  0.1
 Share-based payments credit                          -              -                    -              -                -            -               12.9               12.9
 Excess taxation on share-based payments              -              -                    -              -                -            -               (0.1)              (0.1)
 Translation of foreign operations                    -              -                    -              -                -            (1.6)           -                  (1.6)
 Balance at 31 August 2022                            12.7           31.9                 922.9          (26.1)           (75.6)       (797.1)         355.9              424.6

 

 

 

                                                      Share capital  Shares to be issued  Share premium  Hedging reserve  EBT reserve  Other reserves  Retained earnings  Total equity
                                                      £ million      £ million            £ million      £ million        £ million    £ million       £ million          £ million
 Balance at 28 February 2021                          12.6           31.9                 916.2          25.7             (56.5)       (795.2)         337.8              472.5

 Profit for the period                                -              -                    -              -                -            -               17.8               17.8
 Other comprehensive income/(expense):
 Gain reclassified to profit and loss in revenue      -              -                    -              (7.8)            -            -               -                  (7.8)
 Fair value gain on cash flow hedges during the year  -              -                    -              2.2              -            -               -                  2.2
 Total comprehensive income for the period            -              -                    -              (5.6)            -            -               17.8               12.2
 Issue of shares                                      0.1            -                    4.6            -                (19.2)       -               -                  (14.5)
 Share-based payments credit                          -              -                    -              -                -            -               12.9               12.9
 Excess taxation on share-based payments              -              -                    -              -                -            -               (1.6)              (1.6)
 Translation of foreign operations                    -              -                    -              -                -            (0.1)           -                  (0.1)
 Balance at 31 August 2021                            12.7           31.9                 920.8          20.1             (75.7)       (795.3)         366.9              481.4

 

 

 

                                                      Share capital  Shares to be issued  Share premium  Hedging reserve  EBT reserve  Other reserves  Retained earnings  Total equity
                                                      £ million      £ million            £ million      £ million        £ million    £ million       £ million          £ million
 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

 

 

Unaudited consolidated cash flow statement

for the period ended 31 August 2022

 

                                                   Note      6 months to 31 August 2022  6 months to 31 August 2021  Year to 28 February 2022
                                                             (unaudited)                 (unaudited)                 (audited)
                                                             £ million                   £ million                   £ million
 Cash flows from operating activities
 (Loss)/profit for the period                                (14.7)                      17.8                        (4.0)
 Adjustments for:
 Share-based payments charge                                 12.9                        12.9                        26.1
 Depreciation charges and amortisation                       32.1                        27.2                        53.8
 Finance income                                              (0.5)                       (0.2)                       -
 Finance expense                                             3.9                         0.6                         1.6
 Tax (credit)/expense                                        (0.5)                       6.8                         11.8
                                                             33.2                        65.1                        89.3

 Decrease/(increase) in inventories                          9.7                         (110.3)                     (134.5)
 Increase in trade and other receivables           11        (5.7)                       (6.9)                       (17.7)
 Increase in trade and other payables              12        4.1                         73.4                        73.2
 Cash generated from operations                              41.3                        21.3                        10.3

 Tax refunded/(paid)                                         1.2                         (6.4)                       -
 Net cash generated from operating activities                42.5                        14.9                        10.3

 Cash flows from investing activities
 Acquisition of intangible assets                            (16.8)                      (13.0)                      (32.0)
 Acquisition of property, plant and equipment                (21.9)                      (159.2)                     (229.5)
 Investments                                                 (6.5)                       -                           -
 Finance income received                                     0.4                         0.2                         -
 Net cash used in investing activities                       (44.8)                      (172.0)                     (261.5)

 Cash flows from financing activities
 Proceeds from the issue of ordinary shares                  0.1                         4.7                         6.8
 Purchase of own shares by EBT                               -                           (19.2)                      (19.2)
 Finance expense paid                                        (3.4)                       (0.6)                       (0.9)
 Lease payments                                              (6.1)                       (5.4)                       (10.2)
 Proceeds from new loan                                      225.0                       50.0                        100.0
 Net cash generated from financing activities                215.6                       29.5                        76.5

 Increase/(decrease) in cash and cash equivalents            213.3                       (127.6)                     (174.7)

 Cash and cash equivalents at beginning of period            101.3                       276.0                       276.0
 Cash and cash equivalents at end of period                  314.6                       148.4                       101.3

 

 

Notes

(forming part of the interim report and accounts)

1              Accounting policies

General information

boohoo group plc 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

The interim condensed financial statements for the six months to 31 August
2022 have been prepared in accordance with IAS 34, "Interim Financial
Reporting" as adopted by the UK. The interim financial statements should be
read in conjunction with the group's Annual Report and Financial Statements
for the year ended 28 February 2022, prepared and approved by the directors in
accordance with UK-adopted international accounting standards and the
Companies (Jersey) Law 1991 applicable to companies reporting under IFRS.

The interim condensed financial statements contained in this report are not
audited and do not constitute statutory accounts within the meaning of
Companies (Jersey) Law 1991. The Annual Report and Financial Statements for
the year ended 28 February 2022 has been filed with the Jersey Companies
Registry. The auditors' report on those accounts was unqualified and did not
include reference to any matters on which the auditors were required to report
by exception under Companies (Jersey) Law 1991.

The group's business activities together with the factors that are likely to
affect its future developments, performance and position are set out in the
Business and Financial Reviews. The Financial Review describes the group's
financial position, cash flows and bank facilities.

The interim financial statements are unaudited and were approved by the board
of directors on 28 September 2022.

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 interim announcement, the directors have also made reasonable
and prudent judgements and estimates and prepared the interim announcement on
the going concern basis. The interim 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.

Accounting policies

The interim financial statements have been prepared in accordance with the
accounting policies set out in the group's Annual Report and Financial
Statements for the year ended 28 February 2022, with the addition of the
policy on equity instruments.

Equity instruments

Equity instruments are those that are held over an indefinite period of time
and that may be disposed of in response to the needs of the group. Purchases
and sales are recognised on the trade date. The group has decided to classify
equity investments as fair value through other comprehensive income.

Significant estimates and judgements

The preparation of financial statements in conformity with IFRS as adopted by
the UK requires management to make judgements, estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities. The estimates and assumptions are based on
historical experience and various other factors believed to be reasonable
under the circumstances. Actual results could differ from these estimates and
any subsequent changes are accounted for when such information becomes
available. The judgements, estimates and assumptions that are the most
subjective or complex are discussed below and are unchanged from those at 28
February 2022:

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 interim statements include
additional costs associated with the automation project in the Sheffield
facility. Such additional costs do require estimation by management.

 Exceptional costs                      6 months to 31 August 2022  6 months to 31 August 2021
                                        £ million                   £ million
 Dual warehouse operating costs         -                           9.2
 Dual administrative costs under TSA    -                           3.7
 Redundancy costs                       -                           3.6
 Sheffield automation disruption costs  2.3                         1.9
 Restructuring costs                    -                           1.6
                                        2.3                         20.0

 

2              Principal risks and uncertainties

The board considers the principal risks and uncertainties which could impact
the group over the remaining six months of the financial year to 28 February
2023 to be unchanged from those set out in the group's Annual Report and
Financial Statements for the year ended 28 February 2022, which in summary
are: on-going COVID-19 impact on trading; competition risk; fashion and
consumer demands risk; systems and technical risk; supply chain risk; loss of
key facilities; people risk; negative perception of the brands; and financial
risk. These are set out in detail on pages 34 to 39 of the group's Annual
Report and Financial Statements for the year ended 28 February 2022, a copy of
which is available on the group's website, www.boohooplc.com.

 

 

3              Segmental analysis

 

                      6 months to 31 August 2022
                      UK                               Rest of Europe      USA         Rest of world  Total
                      £ million                        £ million           £ million   £ million      £ million
 Revenue                                   544.6       102.1               177.4       58.3           882.4

 Cost of sales                             (271.3)     (48.3)              (70.6)      (28.7)         (418.9)
 Gross profit                              273.3       53.8                106.8       29.6           463.5

 Distribution costs                        -           -                   -           -              (224.8)
 Administrative expenses - other           -           -                   -           -              (244.3)
 Amortisation of acquired intangibles      -           -                   -           -              (6.2)
 Other income                              -           -                   -           -              -
 Operating loss                            -           -                   -           -              (11.8)

 Finance income                            -           -                   -           -              0.5
 Finance expense                           -           -                   -           -              (3.9)
 Loss before tax                           -           -                   -           -              (15.2)

 

 

 

 

                6 months to 31 August 2021
                UK                                                    Rest of Europe                     USA              Rest of world     Total
                £ million                                             £ million                          £ million        £ million         £ million
 Revenue                                      569.6                   104.7                              250.6            51.0              975.9

 Cost of sales                                (275.0)                 (48.6)                             (96.4)           (22.6)            (442.6)
 Gross profit                                 294.6                   56.1                               154.2            28.4              533.3

 Distribution costs                           -                       -                                  -                -                 (247.3)
 Administrative expenses - other              -                       -                                  -                -                 (254.7)
 Amortisation of acquired intangibles         -                       -                                  -                -                 (6.3)
 Other income                                 -                       -                                  -                -                 -
 Operating profit                             -                       -                                  -                -                 25.0

 Finance income                               -                       -                                  -                -                 0.2
 Finance expense                              -                       -                                  -                -                 (0.6)
 Profit before tax                            -                       -                                  -                -                 24.6

                                                                                   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

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 28 February 2023 is by geographic region.

 

 

4              Profit before tax
 Profit before tax is stated after charging:       6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                                           28 February 2022
                                                   £ million                   £ million                   £ million
 Short-term operating lease rentals for buildings  -                           0.4                         0.6
 Equity-settled share-based payments charges       12.9                        12.9                        26.1
 Exceptional acquisition and restructuring costs   2.3                         20.0                        35.8
 Depreciation of property, plant and equipment     12.7                        12.9                        22.0
 Depreciation of right-of-use assets               5.5                         4.6                         10.0
 Amortisation of intangible assets                 7.7                         3.4                         9.0
 Amortisation of acquired intangible assets        6.2                         6.3                         12.8

 

 

5              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.

 

                                                                              6 months to 31 August 2022  6 months to 31 August 2021  Year to 28 February 2022
 Weighted average shares in issue for basic earnings per share (million)      1,239.7                     1,238.0                     1,235.3
 Dilutive share options (million)                                             39.7                        50.9                        48.2
 Weighted average shares in issue for diluted earnings per share (million)    1,279.4                     1,288.9                     1,283.5

 Earnings attributable to owners of the parent company (£ million)            (14.7)                      17.8                        (4.0)
 Basic earnings per share                                                     (1.19)p                     1.44p                       (0.32)p
 Diluted earnings per share                                                   (1.19)p                     1.38p                       (0.32)p

 Earnings attributable to owners of the parent company (£ million)            (14.7)                      17.8                        (4.0)
 Adjusting items:
 Amortisation of intangible assets arising on acquisitions                    6.2                         6.3                         12.8
 Share-based payments charges                                                 12.9                        12.9                        26.1
 Exceptional costs                                                            2.3                         20.0                        35.8
 Adjustment for tax                                                           (2.9)                       (7.5)                       (14.4)
 Adjusted earnings                                                            3.8                         49.5                        56.3
 Adjusted basic earnings per share                                            0.31p                       4.00p                       4.56p
 Adjusted diluted earnings per share                                          0.30p                       3.84p                       4.39p

 

 

6              Intangible assets

 

                              Patents and licences  Trademarks  Customer lists  Computer software  Total
                              £ million             £ million   £ million       £ million          £ million
 Cost
 Balance at 28 February 2022  0.6                   115.6       8.1             53.2               177.5
 Additions                    0.3                   -           -               16.5               16.8
 Balance at 31 August 2022    0.9                   115.6       8.1             69.7               194.3

 Accumulated amortisation
 Balance at 28 February 2022  0.6                   26.0        6.8             15.6               49.0
 Amortisation                 -                     5.8         0.4             7.7                13.9
 Balance at 31 August 2022    0.6                   31.8        7.2             23.3               62.9

 Net book value
 At 28 February 2022          -                     89.6        1.3             37.6               128.5
 At 31 August 2022            0.3                   83.8        0.9             46.4               131.4

 

7              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 28 February 2022  26.5                         230.5                  12.3                1.0             136.3                 406.6
 Additions                    3.0                          18.1                   1.3                 -               -                     22.4
 Exchange differences         -                            -                      -                   -               0.4                   0.4
 Disposals                    -                            -                      -                   -               (0.5)                 (0.5)
 Balance at 31 August 2022    29.5                         248.6                  13.6                1.0             136.2                 428.9

 Accumulated depreciation
 Balance at 28 February 2022  6.7                          38.0                   6.5                 0.6             5.6                   57.4
 Depreciation charge          1.2                          8.3                    1.7                 0.2             1.3                   12.7
 Balance at 31 August 2022    7.9                          46.3                   8.2                 0.8             6.9                   70.1

 Net book value
 At 28 February 2022          19.8                         192.5                  5.8                 0.4             130.7                 349.2
 At 31 August 2022            21.6                         202.3                  5.4                 0.2             129.3                 358.8

 

 

 

 

8              Right-of-use assets
                                              Short leasehold properties
                                              £ million
 Cost
 Balance at 28 February 2022                  77.9
 Additions                                    16.5
 Balance at 31 August 2022                    94.4

 Accumulated depreciation
 Balance at 28 February 2022                  28.2
 Depreciation                                 5.5
 Balance at 31 August 2022                    33.7

 Net book value
 At 28 February 2022                          49.7
 At 31 August 2022                            60.7

 

9              Investments

                                            £ million
 Cost
 Additions                                  6.5
 Balance at 31 August 2022                  6.5

 
The investment is for quoted shares acquired in Revolution Beauty Group plc and is valued at fair value. The investment represents 12.85% of the share capital of Revolution Beauty Group plc. The purchase price of the investment is £6.5m, which is considered to be equivalent to the fair value, given the very short time for which the investment has been held at the balance sheet date.

 

 

10           Deferred tax

 

Assets

                                                  Unused       Depreciation in excess of capital allowances  Share-based payments  Total

                                                  tax losses
                                                  £ million    £ million                                     £ million             £ million
 At 28 February 2021                              -            0.6                                           2.6                   3.2
 Recognised in statement of comprehensive income  -            (0.6)                                         1.3                   0.7
 Debit in equity                                  -            -                                             (1.6)                 (1.6)
 At 31 August 2021                                -            -                                             2.3                   2.3

 At 28 February 2022                              7.5          -                                             -                     7.5
 Recognised in statement of comprehensive income  (0.1)        -                                             -                     (0.1)
 At 31 August 2022                                7.4          -                                             -                     7.4

 

 

 

Liabilities

                                                  Business combinations  Capital allowances in excess of depreciation  Share-based payments  Total

                                                  £ million              £ million                                     £ million             £ million
 At 28 February 2021                              (1.0)                  (3.2)                                         -                     (4.2)
 Recognised in statement of comprehensive income  0.1                    0.3                                           -                     0.4
 At 31 August 2021                                (0.9)                  (2.9)                                         -                     (3.8)

 At 28 February 2022                              (0.8)                  (22.5)                                        (2.0)                 (25.3)
 Recognised in statement of comprehensive income  0.1                    (0.8)                                         1.4                   0.7
 Debit in equity                                  -                      -                                             (0.1)                 (0.1)
 At 31 August 2022                                (0.7)                  (23.3)                                        (0.7)                 (24.7)

 

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 calculated at 25% as enacted from April 2023 by the UK Government, however,
this is likely to remain at the current rate of 19% as announced by the UK
Government on 23 September 2022.

 

 

11           Trade and other receivables
                    6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                            28 February 2022
                    £ million                   £ million                   £ million
 Trade receivables  33.9                        36.9                        34.6
 Prepayments        24.1                        9.5                         21.3
 Accrued income     3.6                         1.1                         2.1
                    61.6                        47.5                        58.0

 

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:

 

                              6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                      28 February 2022
 Age of trade receivable      %                           %                           %
 60 - 90 days past due        1                           1                           1
 91 - 120 days past due       5                           5                           5
 Over 121 days past due       90                          90                          90

 

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.

 

                                 6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                         28 February 2022
                                 £ million                   £ million                   £ million
 Due within 30 days              26.3                        12.8                        25.1
 Provision for impairment        (0.1)                       (2.4)                       (0.1)

 Due in 31 to 90 days            8.7                         22.4                        10.7
 Provision for impairment        (2.4)                       (1.0)                       (2.4)

 Past due                        1.4                         5.1                         1.3
 Total amounts due and past due  36.4                        40.3                        37.1
 Total provision for impairment  (2.5)                       (3.4)                       (2.5)
                                 33.9                        36.9                        34.6

 

 

12           Trade and other payables

 

                                    6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                            28 February 2022
                                    £ million                   £ million                   £ million
 Trade payables                     85.2                        63.9                        97.5
 Other creditors                    8.4                         12.2                        6.6
 Accruals                           153.6                       196.5                       152.4
 Deferred income                    19.3                        6.2                         16.7
 Taxes and social security payable  25.0                        16.7                        23.4
                                    291.5                       295.5                       296.6

 

 

13           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                                   -              (24.2)      (4.3)       (28.5)
 Increase in provision in period                                 -              29.3        -           29.3
 Provision at 31 August 2021                                     5.9            29.3        19.1        54.3

 Provision at 28 February 2022                                   3.7            32.0        17.8        53.5
 Movements in provision charged/(credited) to income statement:
 Prior year provision utilised                                   -              (32.0)      (0.7)       (32.7)
 Increase in provision period                                    -              41.7        -           41.7
 Provision at 31 August 2022                                     3.7            41.7        17.1        62.5

 

 

14           Interest-bearing loans and borrowings

 

                                               6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                                       28 February 2022
                                               £ million                   £ million                   £ million
 Non-current liabilities
 Revolving credit facility                     325.0                       -                           -
 Current liabilities
 Current portion of revolving credit facility  -                           50.0                        100.0

 

 

Movement in financial liabilities

                                      6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                              28 February 2022
                                      £ million                   £ million                   £ million
 Opening balance                      100.0                       -                           -
 Drawdown on rolling credit facility  225.0                       50.0                        100.0
 Interest accrued                     3.5                         0.1                         0.8
 Interest paid                        (3.5)                       (0.1)                       (0.8)
 Closing balance                      325.0                       50.0                        100.0

 

The group has obtained a £325 million rolling capital facility that is
secured on the assets of the group. The facility was fully drawn down as at 31
August 2022.

 

Reconciliation of movements in cash flows from financing activities to
movements in liabilities:

 

                  Balance 28 February 2022  Cash flow from financing activities  Additions   Statement of comprehensive income  Movement in retained earnings and other reserves  Balance at 31 August 2022
                  £ million                 £ million                            £ million   £ million                          £ million                                         £ million
 Equity           464.3                     0.1                                  -           (51.0)                             11.2                                              424.6
 Leases           51.9                      (6.1)                                16.5        0.4                                -                                                 62.7
 Bank borrowings  100.0                     221.6                                -           3.5                                -                                                 325.0
                  616.2                     215.6                                16.5        (47.1)                             11.2                                              812.3

 

 

15           Share capital
                     6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                             28 February 2022
                     £ million                   £ million                   £ million
 At start of period  12.7                        12.6                        12.7
 Share issues        -                           0.1                         -
 At end of period    12.7                        12.7                        12.7

 

Share capital at period end: 1,268,186,789 authorised and fully paid ordinary
shares of 1p each (2020: 1,261,276,479). No dividends have been paid or are
payable by the parent company for the period ended 31 August 2021 (2020:
£nil).

 

16           Shares to be issued
   6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                           28 February 2022
   £ million                   £ million                   £ million
   31.9                        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.

 

17           Reserves

 

                                                                           6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                                                                   28 February 2022
                                                                           £ million                   £ million                   £ million
 Translation reserve                                                       (1.4)                       0.4                         0.2
 Capital redemption reserve                                                0.1                         0.1                         0.1
 Reconstruction reserve                                                    (515.3)                     (515.3)                     (515.3)
 Acquisition of non-controlling interest in PrettyLittleThing.com Limited  (281.3)                     (281.3)                     (281.3)
 Proceeds from issue of growth shares in boohoo holdings Limited           0.8                         0.8                         0.8
                                                                           (797.1)                     (795.3)                     (795.5)

 

 

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.

 

 

18           Capital commitments

Capital expenditure contracted for at the end of the reporting period but not
yet incurred is as follows:

                                6 months to 31 August 2022  6 months to 31 August 2021  Year to

                                                                                        28 February 2022
                                £ million                   £ million                   £ million
 Property, plant and equipment  25.5                        58.2                        21.8

 

The capital commitment relates largely to automation equipment in the
Sheffield warehouse.

 

 

19           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 brands and trading names. 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.

As at 31 August 2022, there are no contingent liabilities, which in the
opinion of the directors are expected to have a material adverse effect on its
liquidity or operations.

 

 

Appendices

 

Growth rates on prior period revenue by region

 

Revenue by period for the 6 months to 31 August 2022 (FY23)

 

 £m     3m to 31 May                    3m to 31 August             6m to 31 August
        FY23   FY22   yoy %  yoy % CER  FY23   FY22   yoy %  yoy %  FY23   FY22   yoy %  yoy %

                                                             CER                         CER
 Total  445.7  486.1  -8%    -8%        436.7  489.8  -11%   -10%   882.4  975.9  -10%   -9%

 Revenue by region
  UK    272.1  274.6  -1%    -1%        272.5  295.0  -8%    -8%    544.6  569.6  -4%    -4%
  ROE   49.6   54.4   -9%    -7%        52.5   50.0   +5%    +5%    102.1  104.7  -2%    -2%
  USA   95.0   131.9  -28%   -26%       82.4   118.7  -31%   -29%   177.4  250.6  -29%   -28%
  ROW   29.0   25.2   +15%   +15%       29.3   26.1   +12%   +15%   58.3   51.0   +14%   +15%

 

Revenue by period for the 6 months to 31 August 2021 (FY22)

 

 £m     3m to 31 May                    3m to 31 August             6m to 31 August
        FY22   FY21   yoy %  yoy % CER  FY22   FY21   yoy %  yoy %  FY22   FY21   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 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  FY22   FY21   yoy %  yoy %  FY22   FY21   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%

 

CER in this appendix for the year ended 28 February 2022 is calculated using
exchange rates prevailing during the year ending 28 February 2022.
Nomenclature: ROE - rest of Europe; ROW - rest of world; yoy - year-on-year;
CER - constant exchange rate

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