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REG - Ocado Group PLC - Half Yearly Report <Origin Href="QuoteRef">OCDO.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSE1306Ka 

12.0               
 Other comprehensive (expense)/income:                                                                                                             
 Items that may subsequently be reclassified to profit or loss:                                                                                    
 Cash flow hedges:                                                                                                                                 
 - Gains arising on forward contracts                               -                             -                             0.1                
 - Gains arising on commodity swaps                                 0.4                           -                             0.9                
 - Losses arising on commodity swaps                                (0.4)                         -                             (1.1)              
 Less: amounts reclassified to profit or loss                       (0.4)                         -                             0.8                
 Foreign exchange gains on translation of foreign subsidiary        0.2                           (0.1)                         0.3                
 Other comprehensive (expense)/income for the period, net of tax    (0.2)                         (0.1)                         1.0                
 Total comprehensive income for the period                          7.5                           8.5                           13.0               
 
 
Condensed consolidated balance sheet 
 
as at 28 May 2017 
 
                                          28 May 2017    15 May 2016    27 November 2016  
                                   Notes  £m             £m             £m                
                                          (unaudited)    (unaudited)    (audited)         
 Non-current assets                                                                       
 Intangible assets                        96.0           62.4           79.7              
 Property, plant and equipment            421.9          346.6          397.3             
 Deferred tax asset                       14.3           10.1           14.2              
 Financial assets                         0.4            2.9            2.6               
 Investment in Joint Venture              57.8           63.0           57.1              
                                          590.4          485.0          550.9             
 Current assets                                                                           
 Inventories                              35.7           28.4           39.1              
 Trade and other receivables              80.2           68.3           59.4              
 Derivative financial instruments         -              -              0.3               
 Cash and cash equivalents                37.8           52.7           50.9              
                                          153.7          149.4          149.7             
 Total assets                             744.1          634.4          700.6             
 Current liabilities                                                                      
 Trade and other payables                 (206.0)        (180.1)        (205.6)           
 Borrowings                        9      (86.6)         (11.4)         (52.9)            
 Obligations under finance leases  9      (37.0)         (34.6)         (29.8)            
 Derivative financial instruments         (0.4)          (0.1)          (0.2)             
 Provisions                               (0.4)          (1.9)          (2.4)             
                                          (330.4)        (228.1)        (290.9)           
 Net current liabilities                  (176.7)        (78.7)         (141.2)           
 Non-current liabilities                                                                  
 Borrowings                        9      (5.6)          (6.8)          (6.1)             
 Obligations under finance leases  9      (119.1)        (136.1)        (127.0)           
 Provisions                               (9.1)          (5.6)          (7.3)             
 Deferred tax liability                   (6.8)          (2.6)          (6.9)             
                                          (140.6)        (151.1)        (147.3)           
 Net assets                               273.1          255.2          262.4             
 Equity                                                                                   
 Share capital                            12.6           12.6           12.6              
 Share premium                            257.4          256.2          256.9             
 Treasury shares reserve                  (48.0)         (48.1)         (48.0)            
 Reverse acquisition reserve              (116.2)        (116.2)        (116.2)           
 Other reserves                           -              0.2            (0.2)             
 Retained earnings                        167.3          150.5          156.9             
 Total equity                             273.1          255.2          262.4             
 
 
Condensed consolidated statement of cash flows 
 
for the 26 weeks ended 28 May 2017 
 
                                                                                     26 weeks ended 28 May 2017    24 weeks ended 15 May 2016    52 weeks ended 27 November 2016  
                                                                              Notes  £m                            £m                            £m                               
                                                                                     (unaudited)                   (unaudited)                   (audited)                        
 Cash flow from operating activities                                                                                                                                              
 Profit before tax                                                                   7.7                           8.5                           12.1                             
 Adjustments for:                                                                                                                                                                 
 - Depreciation, amortisation and impairment losses                                  33.2                          27.6                          61.0                             
 - Movement in provisions                                                            (0.3)                         (1.3)                         0.6                              
 - Share of profit in joint venture                                                  (0.8)                         (1.0)                         (2.1)                            
 - Share-based payments charge                                                       3.2                           3.4                           6.4                              
 - Net finance costs                                                          7      4.2                           4.3                           9.5                              
 Changes in working capital:                                                                                                                                                      
 - Movement in inventories                                                           3.4                           1.5                           (9.2)                            
 - Movement in trade and other receivables                                           (19.7)                        (7.4)                         2.5                              
 - Movement in trade and other payables                                              21.6                          15.8                          25.2                             
 Cash generated from operations                                                      52.5                          51.4                          106.0                            
 Interest paid                                                                       (4.4)                         (2.6)                         (9.1)                            
 Net cash flows from operating activities                                            48.1                          48.8                          96.9                             
                                                                                                                                                                                  
 Cash flows from investing activities                                                                                                                                             
 Purchase of property, plant and equipment                                           (63.5)                        (30.3)                        (85.3)                           
 Purchase of intangible assets                                                       (25.2)                        (14.7)                        (38.6)                           
 Dividend received from joint venture                                                -                             -                             8.4                              
 Interest received                                                                   -                             0.1                           0.2                              
 Net cash flows from investing activities                                            (88.7)                        (44.9)                        (115.3)                          
                                                                                                                                                                                  
 Cash flows from financing activities                                                                                                                                             
 Proceeds from the issue of ordinary share capital net of transactions costs         0.5                           0.5                           1.1                              
 Proceeds from borrowings                                                            57.5                          10.0                          61.3                             
 Repayments of borrowings                                                            (22.5)                        (0.8)                         (11.5)                           
 Repayments of obligations under finance leases                                      (7.6)                         (6.8)                         (26.4)                           
 Payment of financing fees                                                           (0.4)                         (0.2)                         (1.2)                            
 Settlement of cash flow hedges                                                      -                             0.3                           0.2                              
 Net cash flows from financing activities                                            27.5                          3.0                           23.5                             
                                                                                                                                                                                  
 Net (decrease)/increase in cash and cash equivalents                                (13.1)                        6.9                           5.1                              
 Cash and cash equivalents at the beginning of the period                            50.9                          45.8                          45.8                             
 Cash and cash equivalents at the end of the period                                  37.8                          52.7                          50.9                             
 
 
Condensed consolidated statement of changes in equity 
 
for the 26 weeks ended 28 May 2017 
 
                                                                                         Share     Share     Treasury shares reserve  Reverse acquisition reserve  Other reserves  Retained earnings  Total equity  
                                                                                         capital   premium                                                                                                          
                                                                                         £m        £m        £m                       £m                           £m              £m                 £m            
 Balance at 27 November 2016                                                       12.6  256.9     (48.0)    (116.2)                  0.2                          156.9           262.4              
 Profit for the period                                                             -     -         -         -                        -                            7.7             7.7                
 Other comprehensive income:                                                                                                                                                                          
 Currency translation differences                                                  -     -         -         -                        -                            (0.5)           (0.5)              
 Cash flow hedges                                                                                                                                                                                     
 -                                          (Losses) arising on hedging contracts  -     -         -         -                        (0.4)                        -               (0.4)              
 Translation of foreign subsidiary          -                                      -     -         -         0.2                      -                            0.2             
 Total comprehensive income for the period  -                                      -     -         -         (0.2)                    7.2                          7.0             
 Transactions with owners:                                                                                                                                                                            
 -                                          Issue of ordinary shares                     -         0.5       -                        -                            -               -                  0.5           
 -                                          Movement in treasury shares                  -         -         -                        -                            -               -                  -             
 -                                          Share-based payments charge                  -         -         -                        -                            -               3.2                3.2           
 Total transactions with owners                                                          -         0.5       -                        -                            -               3.2                3.7           
 Balance at 28 May 2017                                                            12.6  257.4     (48.0)    (116.2)                  -                            167.3           273.1              
                                                                                                                                                                                                                        
 
 
                                                                                                      Share     Share     Treasury shares reserve  Reverse acquisition reserve  Other reserves  Retained earnings  Total equity  
                                                                                                      capital   premium                                                                                                          
                                                                                                      £m        £m        £m                       £m                           £m              £m                 £m            
 Balance at 29 November 2015                                                                    12.6  258.7     (50.9)    (116.2)                  (0.8)                        138.5           241.9              
 Profit for the period                                                                          -     -         -         -                        -                            8.6             8.6                
 Other comprehensive income:                                                                                                                                                                                       
 Cash flow hedges                                                                                                                                                                                                  
 -                                          Gains arising on forward commodity contracts        -     -         -         -                        0.8                          -               0.8                
 -                                          Gains transferred to property, plant and equipment  -     -         -         -                        -                            -               -                  
 Translation of foreign subsidiary                                                              -     -         -         -                        0.2                          -               0.2                
 Total comprehensive income for the period  -                                                   -     -         -         1.0                      8.6                          9.6             
 Transactions with owners:                                                                                                                                                                                         
 -                                          Issue of ordinary shares                                  -         0.4       -                        -                            -               -                  0.4           
 -                                          Movement in treasury shares                               -         (2.9)     2.8                      -                            -               -                  (0.1)         
 -                                          Share-based payments charge                               -         -         -                        -                            -               3.4                3.4           
 Total transactions with owners                                                                       -         (2.5)     2.8                      -                            -               3.4                3.7           
 Balance at 15 May 2016                                                                         12.6  256.2     (48.1)    (116.2)                  0.2                          150.5           255.2              
                                                                                                                                                                                                                                     
 
 
Notes to the condensed consolidated interim financial information 
 
1 General information 
 
Ocado Group plc (hereafter "the Company") is incorporated and domiciled in
England and Wales (registration number 07098618). The address of its
registered office is Buildings One & Two, Trident Place, Mosquito Way,
Hatfield, AL10 9UL.  The condensed consolidated interim financial information
(hereafter "financial information") comprises the results of the Company and
its subsidiaries (hereafter "the Group"). 
 
The financial period represents the 26 weeks ended 28 May 2017 (prior period
24 weeks ended 15 May 2016; prior financial year 52 weeks ended 27 November
2016). 
 
2 Basis of preparation 
 
The financial information has been prepared in accordance with IAS 34 'Interim
Financial Reporting' as adopted by the European Union and the Disclosure Rules
and Transparency Rules of the UK Financial Conduct Authority. 
 
The financial information does not amount to full statutory accounts within
the meaning of section 434 of the Companies Act 2006 and does not include all
of the information and disclosures required for full annual financial
statements. It should be read in conjunction with the Annual Report and
Accounts of Ocado Group plc for the 52 weeks ended 27 November 2016 which was
prepared in accordance with IFRS as adopted by the European Union and were
filed with the Registrar of Companies. This report is available either on
request from the Company's registered office or to download from
www.ocadogroup.com. The auditor's report on these accounts was unqualified,
did not contain an emphasis of matter paragraph and did not contain any
statement under section 498 of the Companies Act 2006. 
 
The financial information is presented in sterling, rounded to the nearest
hundred thousand unless otherwise stated. It has been prepared under the
historical cost convention, except for derivative financial instruments, which
have been measured at fair value. 
 
The directors are satisfied that the Company has sufficient resources to
continue in operation for the foreseeable future, a period of not less than 12
months from the date of this report. Accordingly, they continue to adopt the
going concern basis in preparing the condensed consolidated financial
statements. In assessing going concern, the Directors take into account the
Group's cash flows, solvency and liquidity positions and borrowing facilities.
At the period end, the Group had cash and cash equivalents of £37.8 million
(1H 2016: £52.7 million) and net current liabilities of £176.7 million (1H
2016: £78.7 million). Since the period end, the Group has issued £250.0
million of senior secured notes with a coupon rate of 4% and renegotiated its
revolving credit facility. 
 
3 Accounting policies 
 
The accounting policies applied by the Group in these interim financial
statements are consistent with those applied by the Group in its consolidated
financial statements for the 52 weeks ended 27 November 2016. During the
current financial period, the Group has not been required to adopt any new
accounting standards. 
 
Taxes on income in the interim periods are accrued using the tax rate that
would be applicable to expected total annual earnings. 
 
The preparation of interim financial information requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.  In preparing
these interim financial statements, the significant judgements made by
management in applying the Group's accounting policies and the key sources of
estimation were the same as those that applied to the Annual Report and
Accounts for the 52 weeks ended 27 November 2016. 
 
4 Segmental reporting 
 
The Group's principal activity is grocery retailing and the development of
Intellectual Property ("IP") and technology used for the online retailing,
logistics and distribution of grocery and consumer goods for our UK business
and other partners. The Group is not reliant on any major customer for 10% or
more of its revenue. 
 
In accordance with IFRS 8 "Operating Segments", an operating segment is
defined as a business activity whose operating results are reviewed by the
chief operating decision-maker and for which discrete information is
available. Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker, as required
by IFRS 8. The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating segments, has
been identified as the Executive Directors. 
 
The principal activities of the Group are currently managed as one segment.
Consequently, all activities relate to this segment. 
 
The chief operating decision-maker's main indicator of performance of the
segment is EBITDA, which is reconciled to operating profit below the income
statement. 
 
5 Alternative performance measures 
 
We assess the performance of the Group using a variety of alternative
performance measures, which are not defined under IFRS and are therefore
termed 'non-GAAP' measures. These measures provide additional useful
information on the underlying trends, performance and position of the Group.
The non-GAAP measures we use are as follows: 
 
Gross Sales 
 
Gross Sales is a measure of reported revenue before excluding value added tax
and relevant vouchers and offers. Gross Sales is a common measure used by
investors and analysts to evaluate the operating financial performance of
companies within the retail sector. 
 
Exceptional Items 
 
The Group's condensed consolidated income statement separately identifies
trading results before exceptional Items. The Directors believe that
presentation of the Group's results in this way is relevant to an
understanding of the Group's financial performance. This presentation is
consistent with the way that financial performance is measured by management
and reported to the Board and assists in providing a meaningful analysis of
the trading results of the Group. This also facilitates comparison with prior
periods to assess trends in financial performance more readily. The Group
applies judgement in identifying significant non-recurring items of income and
expense that are recognised as exceptional to help provide an indication of
the Group's underlying business. In determining whether an event or
transaction is exceptional in nature, management considers quantitative as
well as qualitative factors such as the frequency or predictability of
occurrence 
 
Operating contribution 
 
Operating contribution is equal to the sum of Revenue (Retail) and supplier
income less cost of sales, distribution costs (other than depreciation and
amortisation), and non-voucher marketing costs (which are within
administrative expenses). 
 
EBITDA 
 
In addition to measuring financial performance of the Group based on operating
profit, we also measure performance based on EBITDA. EBITDA is defined as the
Group earnings before depreciation, amortisation, impairment, net finance
expense, taxation and exceptional items. EBITDA is a common measure used by
investors and analysts to evaluate the operating financial performance of
companies. We consider EBITDA to be a useful measure of our operating
performance because it approximates the underlying operating cash flow by
eliminating depreciation and amortisation. EBITDA is not a direct measure of
our liquidity, which is shown by our cash flow statement, and needs to be
considered in the context of our financial commitments. 
 
Net debt 
 
Net debt consists of loans and other borrowings (both current and
non-current), less cash and cash equivalents. Loans and other borrowings are
measured as the net proceeds raised, adjusted to amortise any discount over
the term of the debt. Net debt is a measure of the Group's net indebtedness
that provides an indicator of the overall balance sheet strength. It is also a
single measure that can be used to assess the combined impact of the Group's
cash position and its indebtedness. The use of the term 'net debt' does not
necessarily mean that the cash included in the net debt calculation is
available to settle the liabilities included in this measure. Net debt is
considered to be an alternative performance measure as it is not defined in
IFRS. The most directly comparable IFRS measure is the aggregate of loans and
other borrowings (current and non-current) and cash and cash equivalents. 
 
6 Gross sales 
 
                       26 weeks ended 28 May 2017    24 weeks ended 15 May 2016    52 weeks ended 27 November 2016  
                       £m                            £m                            £m                               
                       (unaudited)                   (unaudited)                   (audited)                        
 Revenue               713.8                         584.2                         1,271.0                          
 VAT                   55.1                          44.2                          98.9                             
 Marketing vouchers    10.1                          7.4                           16.8                             
 Gross sales           779.0                         635.8                         1,386.7                          
 
 
7 Finance income and costs 
 
                                       26 weeks ended 28 May 2017    24 weeks ended 15 May 2016    52 weeks ended 27 November 2016  
                                       £m                            £m                            £m                               
                                       (unaudited)                   (unaudited)                   (audited)                        
 Interest on cash balances             0.2                           0.1                           0.2                              
 Finance income                        0.2                           0.1                           0.2                              
                                                                                                                                    
 Borrowing costs                                                                                                                    
 - Obligations under finance leases    (4.1)                         (4.2)                         (9.4)                            
 - Borrowings                          (0.3)                         (0.2)                         (0.3)                            
 Finance costs                         (4.4)                         (4.4)                         (9.7)                            
 Net finance costs                     (4.2)                         (4.3)                         (9.5)                            
 
 
8 Capital expenditure and commitments 
 
During the period the Group acquired property, plant and equipment of £50.9
million (FYE 2016: £118.0 million, 1H 2016: £41.4 million). During the period,
the Group acquired intangible assets of £2.9 million (FYE 2016: £4.9 million,
1H 2016: £1.8 million) and internal development costs capitalised were £20.4
million (1H 2016: £13.4 million). 
 
In the period the Group disposed of property, plant and equipment with a net
book value of £0.1 million (1H 2016: £Nil). At 28 May 2017, capital
commitments contracted, but not provided for by the Group, amounted to
£41.8million (FYE 2016: £34.8 million, 1H 2016: £18.6 million). 
 
9 Borrowings and obligations under finance leases 
 
                                              26 weeks ended28 May 2017    24 weeks ended 15 May 2016    27 November 2016  
                                              £m                           £m                            £m                
                                              (unaudited)                  (unaudited)                   (audited)         
 Current liabilities                                                                                                       
 Borrowings                                   86.6                         11.4                          52.9              
 Obligations under finance leases             37.0                         34.6                          29.8              
                                              123.6                        46.0                          82.7              
                                                                                                                           
 Non-current liabilities                                                                                                   
 Borrowings                                   5.6                          6.8                           6.1               
 Obligations under finance leases             119.1                        136.1                         127.0             
                                              124.7                        142.9                         133.1             
 Total Group borrowings and finance leases    248.3                        188.9                         215.8             
 
 
10 Earnings per share 
 
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the period, excluding ordinary shares held pursuant to
the Group's Joint Share Ownership Scheme which are accounted for as treasury
shares. 
 
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all potentially
dilutive shares. The Company has three categories of potentially dilutive
shares, namely share options, shares held pursuant to the Group's Joint Share
Ownership Scheme and shares under the Group's staff incentive plans. 
 
Basic and diluted earnings per share have been calculated as follows: 
 
                                                                                                            26 weeks ended 28 May 2017    24 weeks ended 15 May 2016    52 weeks ended 27 November 2016  
                                                                                                            million                       million                       million                          
                                                                                                            (unaudited)                   (unaudited)                   (audited)                        
 Number of shares                                                                                                                                                                                        
 Issued shares at the beginning of the period                                                               598.8                         590.6                         590.6                            
 Weighted average effect of share options exercised in the period                                           0.2                           0.8                           2.5                              
 Weighted average effect of treasury shares disposed of in the period                                       -                             0.5                           1.3                              
 Weighted average number of shares at the end of the period for the purposes of basic earnings per share    599.0                         591.9                         594.4                            
 Potentially dilutive share options and shares                                                              15.7                          26.9                          19.1                             
 Weighted average numbers of diluted ordinary shares                                                        614.7                         618.8                         613.5                            
                                                                                                                                                                                                         
 Earnings                                                                                                   £m                            £m                            £m                               
 Profit for the period                                                                                      7.7                           8.6                           12.0                             
                                                                                                                                                                                                         
                                                                                                            pence                         pence                         pence                            
 Basic earnings per share                                                                                   1.26                          1.45                          2.02                             
 Diluted earnings per share                                                                                 1.23                          1.40                          1.96                             
 
 
11 Related party transactions 
 
Key management personnel 
 
Only the Executive and Non-Executive Directors are deemed to be key management
personnel. It is the Board which has responsibility for planning, directing
and controlling the activities of the Group. Save for key management personnel
remuneration, related party transactions with key management personnel made
during the period related to the purchase of professional services and
amounted to £1,800 (1H 2016: £750). All transactions with Directors are on an
arm's length basis and no period end balances have arisen as a result of these
transactions. 
 
At the end of the period, key management personnel did not owe the Group any
amounts (1H 2016: £nil). There were no other material transactions or balances
between the Group and its key management personnel or members of their close
family. 
 
Investment 
 
The Group holds a 25% interest in Paneltex Limited whose registered office is
at Paneltex House, Somerden Road, Hull, HU9 5PE. The Group's interest in
Paneltex Limited has not been treated as an associated undertaking as Ocado
does not have significant influence over Paneltex Limited. The following
direct transactions were carried out with Paneltex Limited: 
 
                      26 weeks ended 28 May 2017    24 weeks ended 15 May 2016    52 weeks ended 27 November 2016  
                      £m                            £m                            £m                               
                      (unaudited)                   (unaudited)                   (audited)                        
 Purchase of goods                                                                                                 
 - Consumables        0.2                           0.2                           0.5                              
 Sales of goods       -                             -                             0.1                              
                      0.2                           0.2                           0.6                              
 
 
Indirect transactions, consisting of the purchase of plant and machinery
through some of the Group's finance lease counterparties, were carried out
with Paneltex Limited to the value of £3.3 million (1H 2016: £3.6 million). 
 
At period end, the Group owed £6,000 to Paneltex and is owed £7,000 from
Paneltex (1H 2016: the Group owed £45,000 to Paneltex and was owed £6,000 from
Paneltex). 
 
Joint Venture 
 
The following transactions were carried out with MHE JVCo, a joint venture
company in which the Group holds a 50% interest: 
 
                                                                                 26 weeks ended 28 May 2017       24 weeks ended 15 May 2016       52 weeks ended 27 November 2016  
                                                                                 £m                               £m                               £m                               
 Sale and Leaseback Transaction                                                                                                                                                     
 Capital contributions made to MHE JVCo                                          -                                -                                1.1                              
 Dividend received from MHE JVCo                                            -                                -                                8.4  
 Reimbursement of supplier invoices paid on behalf of MHE JVCo              0.1                              3.5                              4.9  
 Lease of assets from MHE JVCo                                                   -                                3.1                              3.1                              
 Capital element of finance lease instalments paid to MHE JVCo                   0.6                              -                                13.8                             
 Interest element of finance lease instalments accrued or paid to MHE JVCo  2.6                              2.7                              5.8  
 
 
Included within trade and other receivables is a balance of £6.5 million owed
by MHE JVCo (1H 2016: £5.3 million). Included within trade and other payables
is a balance of £15.7 million owed to MHE JVCo (1H 2016: £3.9 million).
Included within obligations under finance leases is a balance of £108.1
million owed to MHE JVCo (1H 2016: £121.6 million). 
 
No other transactions that require disclosure under IAS 24 have occurred
during the current financial period. 
 
12 Analysis of net debt 
 
Net debt 
 
                                     28 May 2017    15 May 2016    27 November 2016  
                                     £m             £m             £m                
                                     (unaudited)    (unaudited)    (audited)         
 Current assets                                                                      
 Cash and cash equivalents           37.8           52.7           50.9              
                                     37.8           52.7           50.9              
 Current liabilities                                                                 
 Borrowings                          (86.6)         (11.4)         (52.9)            
 Obligations under finance leases    (37.0)         (34.6)         (29.8)            
                                     (123.6)        (46.0)         (82.7)            
 Non-current liabilities                                                             
 Borrowings                          (5.6)          (6.8)          (6.1)             
 Obligations under finance leases    (119.1)        (136.1)        (127.0)           
                                     (124.7)        (142.9)        (133.1)           
 Net debt                            (210.5)        (136.2)        (164.9)           
 
 
Net debt is calculated as total debt (obligations under finance leases and
borrowings as shown in the condensed consolidated balance sheet), less cash
and cash equivalents. 
 
Reconciliation of net cash flow to movement in net debt 
 
                                                         26 weeks ended 28 May 2017    24 weeks ended 15 May 2016    52 weeks ended 27 November 2016  
                                                         £m                            £m                            £m                               
                                                         (unaudited)                   (unaudited)                   (audited)                        
 Net (decrease)/increase in cash and cash equivalents    (13.1)                        6.9                           5.1                              
 Net decrease/(increase) in debt and lease financing     (25.5)                        (2.2)                         (23.4)                           
 Non-cash movements:                                                                                                                                  
 - Assets acquired under finance lease                   (7.0)                         (13.9)                        (19.6)                           
 Movement in net debt in the period                      (45.6)                        (9.2)                         (37.9)                           
 Opening net debt                                        (164.9)                       (127.0)                       (127.0)                          
 Closing net debt                                        (210.5)                       (136.2)                       (164.9)                          
 
 
13 Financial instruments 
 
The Group has commodity swap contracts to manage its exposure to fuel prices.
The commodity swap is classed in level two of the financial instruments
hierarchy. Level two fair value measurements are those derived from inputs
other than quoted pries that are observable for the asset or liability, either
directly or indirectly. 
 
The directors consider that the carrying value amounts of financial asset and
financial liabilities recorded at amortised cost in the financial statements
are approximately equal to their fair values. 
 
14 Post balance sheet events 
 
Since the period end, the Group has issued £250.0 million of senior secured
notes with a coupon rate of 4%. There were no other events after the balance
sheet date which require adjustment to, or disclosure in, the financial
information. 
 
Principal risks and uncertainties 
 
The Group faces a number of risks and uncertainties that may have an adverse
impact on the Group's operation, performance or future prospects.  The Board
has identified the following principal risks and uncertainties to the
successful operation of the business. These risks, along with the events in
the financial markets and their potential impacts on the wider economy, remain
those most likely to affect the Group in the second half of the year. The
principal risks and uncertainties are consistent with those set out in Ocado
Group plc's Annual Report and Accounts for the 52 weeks ended 27 November
2016. 
 
·      Failure to maintain competitive pricing position 
 
·      A risk of decline in high service levels 
 
·      Failure to develop retail proposition to appeal to broader customer
base and sustain growth rates 
 
·      Failure to develop sufficient management and technology capability or
bandwidth to deliver on all our strategic priorities 
 
·      Risk of not signing multiple OSP deals in the medium term 
 
·      Risk of negative implications caused by final Brexit terms such as
increase in import costs or difficulty in hiring employees 
 
·      A risk of delays in the implementation of new capacity for both Ocado
and Morrisons 
 
·      Technological innovation supersedes our own and offers improved methods
of food distribution to consumers 
 
·      Failure to protect our IP 
 
·      Failure to ensure that our technology can be freely operated without
infringing a third party's IP 
 
·      A risk of a food or product safety incident 
 
·      A risk of changes in regulations impacting our retail business model or
the viability of OSP deals 
 
·      Risk of major cyber-attack or data loss 
 
·      Business interruption 
 
More information on most of these principal risks and uncertainties together
with an explanation of the Group's approach to risk management is set out in
Ocado Group plc's Annual Report and Accounts for the 52 weeks ended 27
November 2016 on pages 36 to 37, a copy of which is available on the Group's
corporate website, www.ocadogroup.com. 
 
INDEPENDENT REVIEW REPORT TO OCADO GROUP PLC 
 
We have been engaged by the Ocado Group plc (the "Company") to review the set
of condensed consolidated financial statements in the half-yearly financial
report for the 26 weeks ended 28 May 2017 which comprises the condensed
consolidated income statement, the condensed consolidated statement of
comprehensive income, the condensed consolidated balance sheet, the condensed
consolidated statement of cash flows, the condensed consolidated statements of
changes in equity, and the related notes 1 to 14. We have read the other
information contained in the half-yearly financial report and considered
whether it contains any apparent misstatements or material inconsistencies
with the information in the condensed set of financial statements. 
 
This report is made solely to the Company in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim
Financial Information Performed by the Independent Auditor of the Entity"
issued by the Auditing Practices Board.  Our work has been undertaken so that
we might state to the Company those matters we are required to state to it in
an independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the Company, for our review work, for this report, or for the conclusions
we have formed. 
 
Directors' responsibilities 
 
The half-yearly financial report is the responsibility of, and has been
approved by, the directors.  The directors are responsible for preparing the
half-yearly financial report in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct Authority. 
 
As disclosed in note 2, the annual financial statements of the Group are
prepared in accordance with IFRSs as adopted by the European Union.  The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with International Accounting Standard
34 "Interim Financial Reporting" as adopted by the European Union. 
 
Our responsibility 
 
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review. 
 
Scope of review 
 
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion. 
 
Conclusion 
 
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the 26 weeks ended 28 May 2017 is not prepared, in all
material respects, in accordance with International Accounting Standard 34 as
adopted by the European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Conduct Authority. 
 
Deloitte LLP 
 
Statutory Auditor 
 
London 
 
5 July 2017 
 
Statement of Directors' responsibilities 
 
The Directors confirm that, to the best of their knowledge, this condensed set
of consolidated financial statements have been prepared in accordance with IAS
34 ('Interim Financial Reporting') as adopted by the European Union, and that
the interim management report includes a fair review of the information
required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure Rules and Transparency
Rules. 
 
The Directors of Ocado Group plc as at the date of this announcement are as
follows: 
 
Executive Directors 
 
Tim Steiner, Chief Executive Officer; 
 
Neill Abrams, Group General Counsel & Company Secretary; 
 
Duncan Tatton-Brown, Chief Financial Officer; 
 
Mark Richardson, Chief Operations Officer; 
 
Non-Executive Directors 
 
Lord Rose, Chairman; 
 
Alex Mahon, Senior Independent Director; 
 
Ruth Anderson; 
 
Jörn Rausing; 
 
Douglas McCallum; 
 
Andrew Harrison; and 
 
Emma Lloyd 
 
Approved by the Board and signed on its behalf by 
 
Duncan Tatton-Brown 
 
Chief Financial Officer 
 
Neill Abrams 
 
Group General Counsel & Company Secretary 
 
5 July 2017 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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