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REG - boohoo group plc - Final results for the year ended 29 February 2024

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RNS Number : 5106N  boohoo group plc  08 May 2024

08 May 2024

 

 

boohoo group plc

Fashion first, future focused, online apparel leader

 

Results for the 12 months ended 29 February 2024

 

FY24 results in line with market expectations, against challenging market
backdrop

 

Investment cycle complete - well positioned to drive future profitable growth

 

                                                   ( )   2024         2023

                                                         £ million    £ million    Change
 Gross Merchandise Value (GMV)(1)                        1,808.9      2,086.2      (13%)
 Revenue                                                 1,461.0      1,768.7      (17%)
 Gross profit                                            756.1        895.2        (16%)
 Gross margin                                            51.8%        50.6%        120bps
 Operating costs((8))                                    698.8        832.0        (16%)
 Adjusted measures((3)):
    Adjusted EBITDA((4))                                 58.6         63.3         (7%)
    % of revenue                                         4.0%         3.6%         40bps
    Adjusted EBIT((5))                                   (18.0)       6.9          (24.9)
    % of revenue                                         (1.2%)       0.4%         (160bps)
    Adjusted loss before tax((6))                        (31.0)       (1.6)        (29.4)
    Adjusted diluted loss per share((7))                 (2.86p)      (0.02p)      (2.84p)
 Statutory measures:
 Loss before tax                                         (159.9)      (90.7)       (69.2)
 Diluted loss per share                                  (11.48p)     (6.13p)      (5.35p)
 Net cash((2)) at year-end                               (95.0)       5.9          (100.9)

 

Notes:

(1) GMV is all merchandise sold to customers after cancellations and returns,
including VAT, carriage receipts and premier subscription income

(2) Net (debt)/cash is cash less borrowings, excluding lease liabilities.

(3) Adjusted measures, which are not statutory measures, show the underlying
performance of the group excluding large, non-cash and exceptional items (see
note 1).

(4) Adjusted EBITDA is calculated as loss before tax, interest, depreciation,
amortisation, share-based payment charges and exceptional items.

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

(6) Adjusted loss before tax is calculated as loss before tax, excluding
amortisation of acquired intangible assets, share-based payment charges and
exceptional items.

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

(8) Operating costs is defined as Distribution & Administrative Costs
excluding depreciation, amortisation, exceptional items & share based
payments

 

Financial highlights

·    GMV down 13% vs FY23 to £1,809 million as group performance
continued to be impacted by a difficult macro-economic environment. Positive
trend in the performance of Core Brands (boohoo, boohooMAN, PrettyLittleThing,
Karen Millen, Debenhams External Marketplace), with decline slowing from (9%)
in H124 to (4%) in H224, showing a clear improvement in trajectory

·    Revenue of £1,461 million, down 17% vs FY23 reflecting our increased
focus on profitability and difficult market conditions. Revenue growth was
also impacted by the growth of marketplace with its commission-only revenue
model

·    Gross margin was 51.8%, up 120bps vs FY23, reflecting growth of
marketplace, the impact of our cost savings programme and freight and raw
material price decreases

·    Operating costs of £699 million, down 16% vs FY23 driven by the
actions taken under the ongoing cost savings programme

·    Adjusted EBITDA margin improved to 4.0%, up 40bps vs FY23, reflecting
improvements in gross margin, cost reduction initiatives and value unlocked
from automation investment. Adjusted EBITDA of £58.7 million, down 7% vs FY23

·    Inventory has increased by £29.9 million vs FY23, largely driven by
the investment in stock levels to support the opening of the US Distribution
centre

·    £64.8 million capital expenditure invested in infrastructure for
future growth, including the Sheffield automation project and the US
distribution centre both of which were delivered on time and on budget

·    Net Debt of £(95.0) million an increase of £(100.9)m, driven by our
investments in US inventory and capital expenditure

·    Robust balance sheet with £123.7 million of land and buildings,
£200.3 million of fixtures and fittings, £208.0 million of inventory and
£29.9 million investment in Revolution Beauty

 

Operational highlights

 

·    Clear brand strategy with an increased focus on our 5 core brands
(boohoo, boohooMAN, PLT, Karen Millen and Debenhams) which generate demand
across a diverse, global customer base

·    Strong growth of Debenhams marketplace; capital-light, stockless
model driving high margin growth and expanding our customer proposition with
more than 3,500 brands onboarded, offering exceptional choice across fashion,
beauty, and home

·    Strategy to improve profitability across our non-core labels by
transitioning them to the Debenhams marketplace showing results with improved
performance in H224

·    Successful completion of two major capex projects:

o  Sheffield automation, delivering enhanced efficiency and capacity

o  US distribution centre, upgrading our proposition with next day and
express delivery options in a large, strategic market

·    Leadership team strengthened with appointment of Stephen Morana as
CFO in February 2024

 

Outlook & Guidance

·    In FY24, we took significant steps to reposition the group for
sustainable, profitable growth

·    We are targeting GMV growth, as well as continued improvements in
adjusted EBITDA margin

·    We remain confident in 6-8% medium term EBITDA margin target

·    In FY25, we will continue to leverage the increasing efficiencies
generated by our investment in automation and capacity with an ongoing focus
on cost reduction. We remain on track to deliver annualised cost savings of
£125 million across cost of goods, supply chain and overheads in FY25

·    Significant capital expenditure reduction expected in FY25 with
investment cycle now complete

·    The Group expects to generate positive free cash flow in FY25

 

John Lyttle, Group CEO, commented:

"We have a highly loyal customer base and throughout the year we remained
focused on maintaining our position as an industry leading, fashion-forward
group with brands that deliver on-trend, high quality fashion at great value
prices. The strength and diversity across our core brands means the Group is
well placed to serve a global customer base across fashion, beauty and home.

 

Despite difficult market conditions, caused by high levels of inflation and
weakened consumer demand, we made continued progress in the year. I am
particularly encouraged with the ongoing trend of improved performance in our
core brands which saw GMV down 9% in H124 and down just 4% in H224
demonstrating increasing momentum and validating our strategy to focus on
these brands which are much loved by our customer base.

 

We continue to take actions to deliver on our goal of bringing the entire
group back to profitable growth. In FY24, we completed our investment cycle
with the launch of our US distribution centre and the successful delivery of
our Sheffield Automation project. Sheffield is already delivering significant
efficiency improvements, which, together with the traction of Debenhams
marketplace, is generating margin improvement across the group. We have also
taken steps to transition several of our labels over onto Debenhams
marketplace to drive enhanced profitability. This proved effective during the
year and is something that will drive additional profitability going forward.
These factors, combined with improving market conditions, give us strong
confidence in our medium-term outlook.

 

The group is now well positioned to return to growth, and we are focused on
ensuring that growth is both sustainable and profitable. We will host a
capital markets day in due course to provide more detail on our strategy, key
growth drivers and the longer-term outlook for the Group".

 

 

Investor and analyst meeting

A webcast for analysts & investors will be held at 9am (UK time) today.
Following the presentation, there will be a live Q&A session. The webcast
is available via the following link:  https://brrmedia.news/BOO_PR24

 

A recording will be made available on the boohoo investor relations website
after the webcast here: www.boohooplc.com/investors.htm
(http://www.boohooplc.com/investors.htm)

 

 

 Enquiries
 boohoo group plc
 Stephen Morana, Chief Financial Officer               Tel: +44 (0)161 233 2050
 Pete Templeton, Group Finance Director                Tel: +44 (0)161 233 2050
 Michael Cooper, Investor Relations                    Tel: +44 (0)161 233 2050
 Rebecca Jamieson, Investor Relations

 Zeus Capital - Nominated adviser and joint broker
 Andrew Jones / Dan Bate / James Edis                  Tel: +44 (0)161 831 1512
 Benjamin Robertson                                    Tel: +44 (0)20 3829 5000

 Jefferies - Joint broker
 Ed Matthews / Harry Le May                            Tel: +44 (0)20 7029 8000

 HSBC - Joint broker
 Chloe Ponsonby / James Hopton                         Tel: +44 (0)20 7991 8888

 Headland - Financial PR adviser
 Susanna Voyle / Will Smith                            Tel: +44 (0)20 3725 7514

 

 

 

About boohoo group plc

"Leading the fashion eCommerce market"

Founded in Manchester in 2006, boohoo group is a fashion forward, inclusive
and innovative business. The Group's brands are complementary, vibrant and
scalable, delivering inspirational, on-trend fashion to our customers 24/7.
The diversity of our brands, including the group's 5 core brands, boohoo,
boohooMAN, PrettyLittleThing, Karen Millen and Debenhams, enable us to serve a
broad customer base, globally, with a primary focus on the UK and US markets.
Since its acquisition in 2021, Debenhams has been transformed from a retailer
into a digital marketplace with a capital-light, low-risk operating model and
a focus on fashion, beauty as well as home. Boohoo group is concentrated on
driving sustainable, profitable growth with technology and automation
increasing efficiency across the business.

 

 

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

Performance during the year

Overview

                                             ( )   2024        2023
                                                   £ million   £ million   Change
 Gross Merchandise Value (GMV)((1))                1,808.9     2,086.2     (13%)
 Revenue                                           1,461.0     1,768.7     (17%)
 Gross profit                                      756.1       895.2       (16%)
 Gross margin                                      51.8%       50.6%       120bps
 Loss before tax                                   (159.9)     (90.7)      (69.2)
 Loss per share                                    (11.48p)    (6.13p)     (5.35p)
 Net (debt)/cash((2)) at year end                  (95.0)      5.9         (100.9)
 Adjusted measures((3)):
   Adjusted EBITDA((4))                            58.6        63.3        (7%)
   % of revenue                                    4.0%        3.6%        40bps
   Adjusted EBIT((5))                              (18.0)      6.9         (24.9)
   % of revenue                                    (1.2%)      0.4%        (160bps)
   Adjusted loss before tax((6))                   (31.0)      (1.6)       (29.4)
   Adjusted loss per share((7))                    (2.86p)     (0.02p)     (2.84p)

 

Notes:

(1) GMV is a non-statutory measure, defined as: All merchandise sold to
customers after cancellations and returns, including VAT, carriage receipts
and premier subscription income.

(2) Adjusted measures, which are not statutory measures, show the underlying
performance of the group, excluding large, non-cash and exceptional items (see
note 1).

(3) Adjusted EBITDA is calculated as loss before tax, interest, depreciation,
amortisation, share-based payment charges and exceptional items.

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

(5) Adjusted loss before tax is calculated as loss before tax, excluding
amortisation of acquired intangible assets, share-based payment charges and
exceptional items.

(6) Adjusted loss per share is calculated as loss per share, adding back
amortisation of acquired intangible assets, share-based payment charges and
exceptional items.

(7) Net cash is cash less borrowings, excluding lease liabilities.

 

Group overview

GMV was down 13% vs FY23 to £1,808.9 million from £2,086.2 million as group
performance continued to be impacted by a difficult macro-economic
environment. We saw a positive trend in the performance of Core Brands
(boohoo, boohooMAN, PrettyLittleThing, Karen Millen, Debenhams External
Marketplace), with decline slowing from (9%) in H124 to (4%) in H224. Strong
GMV growth was also achieved within the Debenhams marketplace, a
capital-light, stockless model, targeting the UK customer, which has driven
high margin growth and expanded our customer proposition during the year, with
over 3,500 brands onboarded.

Group revenues for the period declined by 17% (17% Constant Exchange Rate =
"CER") to £1,461.0 million from £1,768.7 million in 2023. UK revenues
declined 16% reflecting the impact of the macro environment on consumer
demand, as well as price investments and the previously mentioned increase of
the Debenhams marketplace within the sales mix. International revenues
declined 20%, with extended delivery times continuing to impact our customer
proposition for most of the period and annualisation against strong wholesale
comparatives. The group's US distribution centre went live in August with its
first brand, PrettyLittleThing, on time and on budget, as part of a phased
roll-out of brands into the site. This has transformed the delivery
proposition for customers in a key strategic market, and for brands that are
operationally live, delivery times have improved by 3 days on average since
launch.

The group's core brands, defined as boohoo, boohooMAN, PrettyLittleThing,
Karen Millen and Debenhams External Marketplace accounted for 6 percentage
points of the group's total revenue decline. The growth of Marketplace
resulted in an additional negative 4 percentage points impact on revenue.
Marketplace has a commission only revenue model, where for own brand sales the
full value of the products sold is recognised as revenue. Labels accounted for
8 percentage points of the group's total revenue decline, following proactive
actions taken to target more profitable sales by transitioning them over to
the Debenhams marketplace.

Gross margin was 51.8%, up 120bps on the prior period (2023: 50.6%). Adjusted
EBITDA was £58.6 million (2023: £63.3 million), a decrease of 7%. Adjusted
EBITDA margin was 4.0%, up 40bps on the prior period (2023: 3.6%). Loss before
tax was £159.9 million (2023: £90.7 million). Loss per share was 11.48p
(2023: 6.13ps). Adjusted loss per share was 2.86p (2023: 0.02p).

The improvement in Adjusted EBITDA margin reflected strong improvements seen
across gross margins and distribution costs, which improved by 120bps and
60bps respectively year on year. The improvement in gross margin reflected
tighter inventory management and normalisation of freight and other logistics
costs. Distribution cost savings were driven by significant efficiencies that
have been unlocked from the successful automation of our Sheffield
distribution centre and from the rationalisation of the UK warehousing profile
following the closure of the group's Daventry site in January.

Other administrative costs reduced by 20% year on year and 50bps as a
percentage of net sales, reflective of the action taken as part of the group's
cost reduction programme. Marketing costs reduced by 3% as spend was optimised
across marketing channels but increased by 190bps as a percentage of sales.
This reflects the impact of the macro environment on consumer demand, targeted
investments in specific growth opportunities as well as underlying
inflationary pressures across digital marketing channels. This will be
assessed going forwards through optimisation of marketing channels to drive
performance as well as brand activation campaigns to drive higher levels of
organic and direct traffic.

During the year, the group incurred significant non-recurring costs, which are
shown as exceptional items in the financial statements and have not been
included in the adjusted performance measures. These items relate to
restructuring costs and impairment of assets associated with the closure of
the Daventry warehousing facility, set up costs associated with the opening of
a warehousing facility in the USA, impairment of the group's acquired
intangible assets, dual technology platform running costs associated with the
re-platforming of the group's e-commerce front end to its own in-house
developed tech stacks, and redundancy costs associated with the group's cost
reduction programme. Additional exceptional costs associated with the
restructuring of the UK warehousing facilities and dual technology platform
running costs are expected to be incurred in the next financial year. These
exceptional items amounted to £103.0 million and are detailed in note 1 of
the financial statements.

During the year the group recognised a £10.2m gain within other reserves on
transition of its investment in Revolution Beauty plc, which was previously
accounted for as a financial asset at fair value through other comprehensive
income, as irrevocably designated at the time of investment, in accordance
with IFRS 9, and is now classified as an investment in associate in accordance
with IAS 28.

In accordance with the acquisition agreement entered into with the
non-controlling interests of PrettyLittleThing.com Limited (announced on 28
May 2020), 16,112,331 Ordinary Shares in boohoo group plc were 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 was not
met, the consideration was to lapse.

As at 29 February 2024 the issuing condition had not been met and could not
have been met before the longstop date of 14 March 2024. As a result, the
shares to be issued have been derecognised and recycled through other reserves
alongside the reserves created upon acquisition of the non-controlling
interest in PrettyLittleThing.com Limited.

While trading conditions have remained challenging due to cost inflation,
uncertain consumer demand and normalisation of the channel shift online, the
group has a strong business model and clear strategy which it is focussed on
executing to unlock market share. This will allow it to build on its existing
strengths of:

·      Test and repeat sourcing model that allows our brands to utilise
our diverse sourcing base with agility and flexibility whilst minimising
excess inventory risk

·      Attractive brand portfolio that combines the latest trends with
outstanding value for consumers

·      16 million unique active customers

·      A broad target addressable market of up to 500 million potential
customers in key global markets

·      Well-invested infrastructure that offers best-in-class, efficient
logistics and a strong customer proposition with our first international
distribution centre now live, and significant capacity for future growth

·      Strong balance sheet with significant liquidity headroom

·      Numerous growth opportunities through our brand's
direct-to-consumer proposition, Debenhams and other routes to market,
including strategic partnerships with select partners globally

Key performance indicators

Active customer numbers in the last 12 months decreased by 11% to 16 million
whilst the conversion rate to sale increased slightly by 80bps to 3.82% from
3.74%. Average order value decreased by 3% to £51.68 and the number of items
per basket decreased slightly from 2.82 to 2.80. Average order frequency
decreased by 9% from 3.08 times to 2.79 times per annum, reflecting the impact
of the macro environment on consumer demand.

Cash and working capital management

Operating cash inflow was £0.1 million (2023: £130.9 million inflow). The
value of inventory held has increased year on year by £29.9 million, in part
due to the opening of the warehousing facility in the USA.

Capital expenditure of £64.8 million included investment in property and
distribution centres of £26.9 million, mainly around the opening of the
warehousing facility in the USA. Net cash outflow was £100.9 million (2023:
£229.6 million inflow). Net debt at the year-end increased to £95.0 million
(2023: £5.9 million net cash), with total liquidity of £230.0 million.

During the prior year the group secured a new £325 million rolling capital
facility, increasing from the previous £100 million facility. The facility
remains fully drawn at the end of February 2024.

The group will continue to make selective investments to support its platform
and brands, in line with its internal investment criteria and in a manner that
reflects the current macro-economic environment.

 

Performance by market

UK

The UK market continues to be the largest for the group, accounting for 63% of
revenue (2023: 62%). Revenue was £921.5 million declining by 16% on 2023
reflecting the impact of the macro environment on consumer demand, as well as
price investments and the increase of the Debenhams Marketplace within the
sales mix. Gross margin improved from 47.9% to 50.0% and return rates have
reduced slightly, which is attributable to product mix, the capturing of
deflation in our supply chain and pass-through of lower prices to our
consumers.

USA

USA revenues declined 18% on the prior year. Delivery times to the USA for
most of the period remained elevated compared to pre-pandemic levels, and this
has undoubtedly impacted demand. Successful go-live of the group's US
distribution centre on time and on budget in August has transformed the
delivery proposition for US customers, and there will be a phased roll-out of
brands operating in the facility over time. Return rates have decreased year
on year reflecting brand mix. Gross margin reduced from 58.0% to 55.9%
reflecting brand mix as well as the impact of duties associated with the new
distribution centre.

Rest of Europe

Revenue in the rest of Europe decreased by 20% year on year to £165.8 million
(2023: £206.5 million), with performance impacted by annualisation against
strong wholesale comparatives. Gross margin improved slightly from 52.0% to
52.7% and return rates decreased year on year.

Rest of world

Revenue in the rest of the world decreased by 30% on the prior year to £74.6
million (2023: £107.0 million). Gross margin improved from 50.7% to 54.8%
with return rates decreased year on year.

 

Financial review

Revenue by geographical market

 

                 2024        2023
                 £ million   £ million   Change  Change CER
 UK              921.5       1,091.5     (16%)   (16%)
 Rest of Europe  165.8       206.5       (20%)   (19%)
 USA             299.1       363.7       (18%)   (18%)
 Rest of world   74.6        107.0       (30%)   (30%)
                 1,461.0     1,768.7     (17%)   (17%)

 

KPIs

                                2024          2023          Change
 Active customers((1))          16.0 million  18.0 million  (11%)
 Number of orders               48.5 million  55.5 million  (13%)
 Order frequency((2))           2.79          3.08          (9%)
 Conversion rate to sale ((3))  3.82%         3.74%         2%
 Average order value((4))       £51.68        £53.32        (3%)
 Number of items per basket     2.80          2.82          (1%)

 

(1) Defined as having shopped in the last 12 months on the website and app,
including marketplace.

(2) Defined as number of website and app orders in last 12 months divided by
number of active customers.

(3) Defined as the percentage of website and app orders taken to internet
sessions.

(4) Calculated as gross sales including sales tax divided by the number of
orders.

Consolidated income statement

                                             2024        2023                    Change
                                             £ million   £ million
 Gross Merchandise Value (GMV)               1,808.9     2,086.2                 (13%)

 Revenue                                     1,461.0           1,768.7           (17%)
 Cost of sales                               (704.9)     (873.5)                 (19%)
 Gross profit                                756.1              895.2            (16%)
 Gross margin                                51.8%       50.6%                   120 bps

 Operating costs                             (698.8)     (832.1)
 Other income                                1.3                   0.2
 Adjusted EBITDA                             58.6                 63.3           (7%)
 Adjusted EBITDA margin %                    4.0%        3.6%                    40 bps

 Depreciation                                (48.0)      (39.5)
 Amortisation of other intangible assets     (28.6)      (16.9)
 Adjusted EBIT                               (18.0)                6.9           (361%)
 Adjusted EBIT margin %                      (1.2%)      0.4%                    (160bps)

 Adjusting items:
 Amortisation of acquired intangible assets  (8.4)       (12.2)
 Equity-settled share-based payment charges  (17.5)      (32.0)
 Exceptional items and impairment            (103.0)     (44.9)
 Operating loss                              (146.9)     (82.2)                  (79%)

 Finance income                              9.5                   3.5
 Finance expense                             (22.5)      (12.0)
 Loss before tax                             (159.9)     (90.7)                  (76%)

 Tax                                         19.0                 15.1
 Loss after tax                              (140.9)     (75.6)                  (86%)

 Share of results of associate               3.1         -
 Loss for the year                           (137.8)     (75.6)                  (82%)

 Loss per share                              (11.48)p    (6.13)p                 (78%)

 Adjusted loss after tax for the year        (34.3)      (0.2)                   (17,050%)
 Amortisation of acquired intangible assets  (8.4)       (12.2)
 Share-based payment charges                 (17.5)      (32.0)
 Exceptional items and impairment            (103.0)     (44.9)
 Share of results of associate               3.1         -
 Adjustment for tax                          22.3        13.7
 Loss after tax for the year                 (137.8)     (75.6)                  (82%)

 Adjusted loss per share                     (2.86)p     (0.02)p                 (17,529%)

 

 

GMV was down 13% vs FY23 to £1,808.9 million from £2,086.2 million and group
revenue for the year declined by 17% (17% CER) when compared to the previous
year at £1,461.0 million (2023: £1,768.7 million), reflecting the impact of
the macro environment on consumer demand.

Adjusted EBITDA, which is not a statutory measure, represents earnings before
interest, tax, depreciation, amortisation, non-cash share-based payments
charges and exceptional items. It provides a useful measure of the underlying
profitability of the business. Adjusted EBITDA decreased by 7% from £63.3
million to £58.6 million and Adjusted EBITDA margin increased from 3.6% to
4.0%, reflecting strong improvements seen across gross margins and
distribution costs, which improved by 120bps and 60bps respectively year on
year.

Operating costs, comprising distribution costs and administrative expenses,
excluding depreciation and amortisation, have increased by 80bps to 47.8% of
revenue. Other administrative costs reduced by 20% year on year and 50bps as a
percentage of net sales, reflective of the action taken as part of the group's
cost reduction programme. Marketing costs reduced by 3% as spend was optimised
across marketing channels but increased by 190bps as a percentage of sales.
This reflects the impact of the macro environment on consumer demand, targeted
investments in specific growth opportunities as well as underlying
inflationary pressures across digital marketing channels.

Adjusted profit / (loss) after tax, as with Adjusted EBITDA, provides another
more consistent measure of the underlying profitability of the business by
removing non-cash amortisation of intangible assets relating to the
acquisition of new brands (being their trademarks and customer lists),
share-based payment charges and exceptional items.

The group recognised a total expense of £17.5 million during the year (2023:
£32.0 million) relating to equity-settled share-based payment transactions.

Exceptional items amounted to £103.0 million and are shown in more detail in
note 1 of the financial statements. These items relate to restructuring costs
and impairment of assets associated with the closure of the Daventry
warehousing facility, set up costs associated with the opening of a
warehousing facility in the USA, impairment of the group's acquired intangible
assets, dual technology platform running costs associated with the
re-platforming of the group's e-commerce front end to its own in-house
developed tech stacks, and redundancy costs associated with the group's cost
reduction programme. Additional exceptional costs associated with the
restructuring of the UK warehousing facilities and dual technology platform
running costs are expected to be incurred in the next financial year.

A tax credit of £19.0m has been recognised, which represents an effective
rate of tax for the year of 11.9% (2023: 16.6%). 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 24.5% (2023: 19.0%), due to expenditure
not deductible for tax purposes, being principally depreciation on buildings
and fit-out, disallowable legal claims and share-based payment charges on
growth shares.

 

Consolidated statement of financial position

                                        2024        2023
                                        £ million   £ million
 Intangible assets                      104.3       131.5
 Property, plant and equipment          349.3       371.6
 Right-of-use assets                    85.6        136.4
 Financial assets                       0.3         15.6
 Investment in associate                29.6        -
 Deferred tax asset                     32.1        23.5
 Non-current assets                     601.2       678.6

 Working capital                        (92.8)      (104.9)
 Lease liabilities                      (121.9)     (138.6)
 Net financial assets/(liabilities)     2.3         (16.8)
 Cash and cash equivalents              230.0       330.9
 Interest-bearing loans and borrowings  (325.0)     (325.0)
 Deferred tax liability                 (16.8)      (24.2)
 Net current tax asset                  2.7         -
 Net assets                             279.7       400.0

There has been a substantial investment in property and distribution centres
to facilitate our next phase of growth. Balance sheet strength is maintained
with £134.6 million of unencumbered freehold assets. The value of inventory
held has increased year on year by £29.9 million as a result of the opening
of the warehousing facility in the USA, necessitating the maintenance of
adequate inventory levels across multiple territories.

During the period, the group incurred significant non-recurring costs, which
are shown as exceptional items in the financial statements and have not been
included in the adjusted performance measures. These items include impairment
of assets associated with the closure of the Daventry warehousing facility and
impairment of the group's acquired intangible assets.

During the year ended 28 February 2023 26.47% of the issued share capital of
Revolution Beauty Group plc ("REVB") was acquired. The equity accounting
requirements of IAS 28 (Investments in associates and joint ventures) were
considered, and it was determined that significant influence did not exist
either at the time of initial recognition or as at 28 February 2023. The
equity investment was accounted for as a financial asset under IFRS 9 with the
option taken to hold at fair value through other comprehensive income, as
irrevocably designated at the date of recognition.

On 18 July 2023 the group entered into a settlement agreement with REVB
regarding the reconstitution of the REVB board. The group also increased its
shareholding in REVB to 27.13%. The equity accounting requirements of IAS 28
were reconsidered, and it was determined that significant influence did exist
as a result of the settlement agreement, access to accounting records and
reconstitution of the REVB board (including the appointment of Neil Catto,
former group CFO and NED, and Alistair McGeorge, who remains a NED on the
group's board). As a result the investment has been accounted for as an
associate under IAS 28 from 18 July 2023. The investment, which was previously
accounted for under IFRS 9, was derecognised and the cumulative gain
recognised in other comprehensive income of £10.2m was reclassified to other
reserves as a revaluation adjustment in line with IFRS 9 and the group's
accounting policy.

Under the equity accounting requirements of IAS 28 the group's share of the
results of associate for the period from 18 July 2023 to 29 February 2024 is
included in the carrying value of the associate in the group statement of
financial position and included within the group income statement using the
equity method of accounting.

 

Intangible and fixed-asset additions

                                                     2024        2023
                                                     £ million   £ million
 Purchased intangible and fixed assets
 Intangible assets
  Software and licences                              32.2        32.1
                                                     32.2        32.1
 Tangible fixed assets
  Distribution centres                               26.9        46.8
  Offices, office equipment, fixtures and fit-outs   5.7         12.3
                                                     32.6        59.1

 Total intangible and fixed-asset additions          64.8        91.2

 

 

Liquidity and financial resources

Operating cash inflow was £0.1 million compared to an inflow of £130.9
million in the previous year and free cash outflow after tax was £63.0
million compared to an inflow of £30.7 million in the previous financial
year. Capital expenditure and intangible asset purchases were £64.8 million,
which includes a £26.9 million investment in our distribution centres to
support future growth. The value of inventory held has increased year on year
by £29.9 million as a result of the opening of the warehousing facility in
the USA, necessitating the maintenance of adequate inventory levels across
multiple territories. The closing cash balance for the group was £230.0
million and the net debt balance £95.0 million.

 

 Consolidated cash flow statement
                                                                     2024                       2023
                                                                     £ million                  £ million
 Loss for the year                                                   (137.8)                    (75.6)

 Share-based payments charge                                         17.5                       32.0
 Depreciation charges and amortisation                               85.0                       68.6
 Impairment charges                                                  75.7                       13.4
 Gain on sale of property, plant and equipment                       (0.1)                      -
 Reclassification to profit or loss of discontinued hedge contracts  (13.9)                     14.3
 Share of results of associates                                      (3.1)                      -
 Finance income                                                      (9.5)                      (3.5)
 Finance expense                                                     22.5                       12.0
 Tax credit                                                          (19.0)                     (15.1)
 (Increase)/decrease in inventories                                  (29.9)                     101.3
 Decrease in trade and other receivables                             5.2                        19.4
 Increase/(decrease) in trade and other payables                     7.5                        (35.9)
 Operating cash inflow                                               0.1                        130.9

 Capital expenditure and intangible asset purchases                  (64.8)                     (91.2)
 Investments in equity instruments                                   (1.3)                      (15.3)
 Proceeds from the sale of property, plant and equipment             1.2                        0.5
 Tax repaid                                                          1.8                        5.8
 Free cash (out)/inflow after tax                                    (63.0)                     30.7

 Net proceeds from the issue of ordinary shares                      0.1                        0.2
 Purchase of own shares by EBT                                       (15.3)                     (7.4)
 Finance income received                                             10.1                       2.7
 Finance expense paid                                                (15.9)                     (9.6)
 Lease payments                                                      (16.9)                     (12.0)
 Increase in borrowings                                              -                          225.0
 Net cash (out)/inflow                                               (100.9)                    229.6

 Cash and cash equivalents at beginning of year                      330.9                      101.3
 Cash and cash equivalents at end of year                            230.0                      330.9

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 29 February 2024

                                   Note                                             2024 pre-exceptional        2024 exceptional items((1))     2024            2023 pre-exceptional      2023                        2023

                                                                                    items                                                       total((2))      items                     exceptional items((1))      total((2))
                                                                                    £ million                   £ million                       £ million       £ million                 £ million                   £ million
 Revenue                           2                                                1,461.0                     -                               1,461.0         1,768.7                   -                           1,768.7
 Cost of sales                                                                      (704.9)                     -                               (704.9)         (873.5)                   -                           (873.5)
 Gross profit                                                                       756.1                       -                               756.1           895.2                     -                           895.2

 Distribution costs                                                                 (360.0)                     (71.5)                          (431.5)         (427.9)                   (20.0)                      (447.9)
 Administrative expenses                                                            (441.3)                     (31.5)                          (472.8)         (504.8)                   (24.9)                      (529.7)
 Amortisation of acquired intangibles                                (8.4)                         (22.4)                       (30.8)                  (12.2)               -                          -
 Other administrative expenses                                       (432.9)                       (9.1)                        (442.0)                 (492.6)              (24.9)                     (517.5)

 Other income                      3                                                1.3                         -                               1.3             0.2                       -                           0.2
 Operating loss                                                                     (43.9)                      (103.0)                         (146.9)         (37.3)                    (44.9)                      (82.2)

 Finance income                    4                                                9.5                         -                               9.5             3.5                       -                           3.5
 Finance expense                   4                                                (22.5)                      -                               (22.5)          (12.0)                    -                           (12.0)
 Loss before tax                   6                                                (56.9)                      (103.0)                         (159.9)         (45.8)                    (44.9)                      (90.7)

 Taxation                          10                                               2.1                         16.9                            19.0            6.6                       8.5                         15.1
 Loss after tax                                                                     (54.8)                      (86.1)                          (140.9)         (39.2)                    (36.4)                      (75.6)

 Share of results of associate     14                                               3.1                         -                               3.1             -                         -                           -
 Loss for the year                                                                  (51.7)                      (86.1)                          (137.8)         (39.2)                    (36.4)                      (75.6)

 Total other comprehensive (loss)/income for the year
 Items that may be reclassified to profit or loss:
 (Gain)/loss reclassified to profit and loss during the year         (2.4)                         -                            (2.4)                   16.2                 -                          16.2
 Fair value gain/(loss) on cash flow hedges during the year((3))     7.4                           -                            7.4                     (28.7)               -                          (28.7)
 Income tax relating to these items                                  (1.2)                         -                            (1.2)                   2.4                  -                          2.4
 Total other comprehensive income/(loss) for the year                3.8                           -                            3.8                     (10.1)               -                          (10.1)
 Total comprehensive loss for the year                               (47.9)                        (86.1)                       (134.0)                 (49.3)               (36.4)                     (85.7)
 Loss per share                    7
 Basic                                                                                                                                          (11.48)p                                                              (6.13)p
 Diluted                                                                                                                                        (11.48)p                                                              (6.13)p

 

1.     See note 1, exceptional items.

2.     2024 and 2023 total is the IFRS-compliant measure for the
consolidated statement of comprehensive income.

3.     Net fair value gains on cash flow hedges will be reclassified to
profit or loss during the two years to 28 February 2026.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

at 29 February 2024

                                                                                                                                             Note      2024        2023
                                                                                                                                                       £ million   £ million
 Assets
 Non-current assets
 Intangible assets                                                                                                                           11        104.3       131.5
 Property, plant and equipment                                                                                                               12        349.3       371.6
 Right-of-use assets                                                                                                                         13        85.6        136.4
 Financial assets                                                                                                                            26        -           0.3
 Financial assets - equity investments                                                                                                       26        0.3         15.3
 Investments in associates                                                                                                                   14        29.6        -
 Deferred tax                                                                                                                                15        32.1        23.5
                                                                                                                                                       601.2       678.6
 Current assets
 Inventories                                                                                                                                 16        208.0       178.1
 Trade and other receivables                                                                                                                 17        30.2        37.0
 Financial assets                                                                                                                            26        3.3         1.1
 Current tax asset                                                                                                                                     2.7         -
 Cash and cash equivalents                                                                                                                   18        230.0       330.9
 Total current assets                                                                                                                                  474.2       547.1

 Total assets                                                                                                                                          1,075.4     1,225.7

 Liabilities
 Current liabilities
 Trade and other payables                                                                                                                    19        (294.6)     (260.3)
 Provisions                                                                                                                                  20        (26.9)      (49.7)
 Lease liabilities                                                                                                                           22        (9.5)       (12.1)
 Financial liabilities                                                                                                                       26        (1.0)       (15.7)
 Total current liabilities                                                                                                                             (332.0)     (337.8)

 Non-current liabilities
 Provisions                                                                                                                                  20        (9.5)       (10.0)
 Interest-bearing loans and borrowings                                                                                                       21        (325.0)     (325.0)
 Lease liabilities                                                                                                                           22        (112.4)     (126.5)
 Financial liabilities                                                                                                                       26        -           (2.2)
 Deferred tax                                                                                                                                15        (16.8)      (24.2)
 Total liabilities                                                                                                                                     (795.7)     (825.7)

 Net assets                                                                                                                                            279.7       400.0

 Equity
 Share capital                                                                                                                               23        12.7        12.7
 Shares to be issued                                                                                                                         24        -           31.9
 Share premium                                                                                                                                         898.1       916.8
 Hedging reserve                                                                                                                                       2.7         (2.3)
 EBT reserve                                                                                                                                           (73.3)      (76.8)
 Other reserves                                                                                                                              25        (754.4)     (796.5)
 Retained earnings                                                                                                                                     193.9       314.2
 Total equity                                                                                                                                          279.7       400.0

 

               CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                                    Share capital  Shares         Share premium  Hedging reserve  EBT         Other reserves  Retained earnings  Total

                                                                                   to be issued                                   reserve                                        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 year                                                  -              -              -              -                -           -               (75.6)             (75.6)

 Other comprehensive income/(expense):
 Loss reclassified to profit or loss in exceptional items (note 1)  -              -              -              14.3             -           -               -                  14.3
 Loss reclassified to profit or loss in revenue                     -              -              -              1.9              -           -               -                  1.9
 Fair value loss on cash flow hedges during the year                -              -              -              (28.7)           -           -               -                  (28.7)
 Total comprehensive income for the year                            -              -              -              (12.5)           -           -               (75.6)             (88.1)

 Issue of shares                                                    -              -              (6.0)          -                (1.2)       -               -                  (7.2)
 Share-based payments credit                                        -              -              -              -                -           -               32.0               32.0
 Translation of foreign operations                                  -              -              -              -                -           (1.0)           -                  (1.0)
 Balance at 28 February 2023                                        12.7           31.9           916.8          (2.3)            (76.8)      (796.5)         314.2              400.0

 Loss for the year                                                  -              -              -              -                -           -               (137.8)            (137.8)

 Other comprehensive income/(expense):
 Gain reclassified to profit or loss in revenue                     -              -              -              (2.4)            -           -               -                  (2.4)
 Fair value gain on cash flow hedges during the year                -              -              -              7.4              -           -               -                  7.4
 Total comprehensive income for the year                            -              -              -              5.0              -           -               (137.8)            (132.8)

 Issue of  shares                                                   -              -              (18.7)         -                3.5         -               -                  (15.2)
 Cancellation of shares to be issued                                -              (31.9)         -              -                -           31.9            -                  -
  Revaluation gain on transition of investment to associate         -              -              -              -                -           10.2            -                  10.2
 Share-based payments credit                                        -              -              -              -                -           -               17.5               17.5
 Translation of foreign operations                                  -              -              -              -                -           -               -                  -
 Balance at 29 February 2024                                        12.7           -              898.1          2.7              (73.3)      (754.4)         193.9              279.7

 

CONSOLIDATED CASH FLOW STATEMENT

for the year ended 29 February 2024

                                                                     Note          2024        2023
                                                                                   £ million   £ million
 Cash flows from operating activities
 Loss for the year                                                                 (137.8)     (75.6)
 Adjustments for:
 Share-based payments charge                                                       17.5        32.0
 Depreciation charges and amortisation                               11,12,13      85.0        68.6
 Impairment of intangible assets                                     11            22.4        -
 Impairment of property, plant and equipment                         12            19.1        9.8
 Impairment of right-of-use assets                                   13            34.2        3.6
 Gain on sale of property, plant and equipment                                     (0.1)       -
 Reclassification to profit or loss of discontinued hedge contracts                (13.9)      14.3
 Share of results of associate                                       14            (3.1)       -
 Finance income                                                      4             (9.5)       (3.5)
 Finance expense                                                     4             22.5        12.0
 Tax credit                                                          10            (19.0)      (15.1)
                                                                                   17.3        46.1

 (Increase)/decrease in inventories                                  16            (29.9)      101.3
 Decrease in trade and other receivables                             17            5.2         19.4
 Increase/(decrease) in trade and other payables                     19            7.5         (35.9)
 Cash generated from operations                                                    0.1         130.9

 Tax repaid                                                                        1.8         5.8
 Net cash generated from operating activities                                      1.9         136.7

 Cash flows from investing activities
 Acquisition of intangible assets                                    11            (32.2)      (32.1)
 Acquisition of property, plant and equipment                        12            (32.6)      (59.1)
 Proceeds from the sale of property, plant and equipment             12            1.2         0.5
 Acquisition of financial assets - equity investments                26            (1.3)       (15.3)
 Finance income received                                                           10.1        2.7
 Net cash used in investing activities                                             (54.8)      (103.3)

 Cash flows from financing activities
 Proceeds from the issue of ordinary shares                                        0.1         0.2
 Purchase of own shares by EBT                                                     (15.3)      (7.4)
 Finance expense paid                                                              (15.9)      (9.6)
 Lease payments                                                                    (16.9)      (12.0)
 Increase in borrowings                                              21            -           225.0
 Net cash (used in)/generated from financing activities                            (48.0)      196.2

 (Decrease)/increase in cash and cash equivalents                                  (100.9)     229.6

 Cash and cash equivalents at beginning of year                                    330.9       101.3
 Cash and cash equivalents at end of year                                          230.0       330.9

NOTES TO THE FINANCIAL STATEMENTS

(forming part of the financial statements)

1      Accounting policies

General information

The boohoo group plc operates as a multi-brand online retailer, based in the
UK, and is a public limited company incorporated and domiciled in Jersey and
listed on the Alternative Investment Market (AIM) of the London Stock
Exchange. Its registered office address is 12 Castle Street, St Helier, Jersey
JE2 3RT. The company was incorporated on 19 November 2013.

Basis of preparation

The consolidated financial statements of the group have been approved by the
directors and prepared on a going concern basis in accordance with UK-adopted
international accounting standards and the Companies (Jersey) Law 1991.

The financial statements have been approved on the assumption that the group
and company remain a going concern. The group has cash resources and credit
facilities sufficient to continue solvent trading in the face of an unforeseen
downturn in demand.

New and amended statements adopted by the group

The following new standards and amendments to standards have been adopted by
the group for the first time during the year commencing 1 March 2023. These
standards have not had a material impact on the entity in the current
reporting period and are not expected to in future reporting periods.

·      Amendments to IFRS 17: Insurance Contracts

·      Amendments to IAS 1: Presentation of Financial Statements

·      Amendments to IAS 8: Accounting policies, Changes in Accounting
Estimates and Errors

·      Amendments to IAS 12: Income Taxes

·      Amendments to IFRS 17: Insurance Contracts

Standards, amendments and interpretations to existing standards that are not
yet effective and have not been early adopted by the group.

The following standards have been published for accounting periods beginning
after 1 March 2024 but have not been adopted by the UK and have not been early
adopted by the group and could have an impact on the group financial
statements. These standards are not expected to have a material impact on the
entity in the current or future reporting periods.

·      Amendments to IAS1: Classification of Liabilities as Current or
Non-current

·      Amendments to IAS1: Non-current Liabilities with Covenants

·      Amendments to IFRS 16: Leases (Lease Liability in a Sale and
Leaseback)

·      Amendments to IAS 7: Statement of Cash Flows (Supplier Finance
Arrangements)

·      Amendments to  IFRS 7: Financial Instruments (Supplier Finance
Arrangements)

·      Amendments to IAS 21: The Effects of Changes in Foreign Exchange
Rate (Lack of Exchangeability)

Measurement convention

The consolidated financial statements have been prepared under the historical
cost convention, excluding financial assets and financial liabilities
(including derivative instruments) held at either fair value through profit or
loss or fair value through other comprehensive income, and excluding assets
and liabilities acquired through acquisitions and held at fair value. The
principal accounting policies adopted in the preparation of these financial
statements are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.

 

Exceptional items

The group exercises judgement in assessing whether items should be classified
as exceptional. This assessment covers the nature of the item, cause of
occurrence and scale of impact of that item on the reported performance. The
exceptional costs in these financial statements include:

·    restructuring costs and impairment of assets associated with the
closure of the Daventry warehousing facility

·    set up costs associated with the opening of a warehousing facility in
the USA

·    impairment of the group's acquired intangible assets

·    dual technology platform running costs associated with the
re-platforming of the group's e-commerce front end to its own in-house
developed tech stacks

·    redundancy costs associated with the group's cost reduction programme

 Exceptional costs and impairment of assets                             2024         2023

                                                                        £ million    £ million
 Selling and distribution costs
 Impairment of UK warehouse right-of-use asset                          34.2         3.6
 Impairment of UK warehouse property, plant and equipment               19.1         3.3
 USA warehouse set up costs                                             11.6         2.4
 UK warehouse restructuring and dual operating costs                    6.6          2.4
 Sheffield automation disruption costs                                  -            8.3
                                                                        71.5         20.0
 Administration expenses
 Impairment of acquired intangibles                                     22.4         -
 Redundancy costs                                                       5.2          4.1
 Technology platform - dual running costs                               3.9          -
 Reclassification to profit or loss of discontinued hedge contracts     -            14.3
 Impairment of property, plant and equipment at loss-making operations  -            6.5
                                                                        31.5         24.9

 Total before tax                                                       103.0        44.9
 Tax                                                                    (16.9)       (8.5)
 Total after tax                                                        86.1         36.4

 

2             Segmental analysis

IFRS 8, 'Operating Segments', requires operating segments to be determined
based on the group's internal reporting to the chief operating decision maker.
The chief operating decision maker is considered to be the executive board,
which has determined that the primary segmental reporting format of the group
is by geographic region. The group strategy is to increase market share in
each territory using the optimum mix of brands that is appropriate for each
market, taking into account factors such as consumer preference, established
presence and brand appeal.

 

                                                               Year ended 29 February 2024
                      UK                               Rest of          USA         Rest of     Total

                                                       Europe                       world
                                           £ million   £ million        £ million   £ million   £ million
 Revenue                                   921.5       165.8            299.1       74.6        1,461.0
 Cost of sales                             (460.8)     (78.4)           (132.0)     (33.7)      (704.9)
 Gross profit                              460.7       87.4             167.1       40.9        756.1

 Distribution costs                        -           -                -           -           (431.5)
 Administrative expenses - other           -           -                -           -           (442.0)
 Amortisation of acquired intangibles      -           -                -           -           (30.8)
 Other income                              -           -                -           -           1.3
 Operating loss                            -           -                -           -           (146.9)

 Finance income                            -           -                -           -           9.5
 Finance expense                           -           -                -           -           (22.5)
 Loss before tax                           -           -                -           -           (159.9)

 

                                                            Year ended 28 February 2023
                      UK                            Rest of          USA         Rest of     Total

                                                    Europe                       world
                      £ million                     £ million        £ million   £ million   £ million
 Revenue                                   1,091.5  206.5            363.7       107.0       1,768.7
 Cost of sales                             (569.1)  (99.1)           (152.6)     (52.7)      (873.5)
 Gross profit                              522.4    107.4            211.1       54.3        895.2

 Distribution costs                        -        -                -           -           (447.9)
 Administrative expenses - other           -        -                -           -           (517.5)
 Amortisation of acquired intangibles      -        -                -           -           (12.2)
 Other income                              -        -                -           -           0.2
 Operating loss                            -        -                -           -           (82.2)

 Finance income                            -        -                -           -           3.5
 Finance expense                           -        -                -           -           (12.0)
 Loss before tax                           -        -                -           -           (90.7)

Due to the nature of its activities, the group is not reliant on any
individual customers.

No analysis of the assets and liabilities of each operating segment is
provided to the chief operating decision maker in the monthly management
accounts; therefore, no measure of segmental assets or liabilities is
disclosed in this note. Non-current assets located outside the UK comprise a
right-of-use asset, warehouse fixtures and fittings and offices in the USA
with a net book value of £101.9 million (2023: £107.4 million).

 

3             Other income
                                     2024        2023
                                     £ million   £ million
 Property rental income              0.4         0.1
 R&D expenditure tax credit          0.9         0.1
                                     1.3         0.2

 

 

4             Finance income and expense
                                                     2024        2023
                                                     £ million   £ million
 Finance income: Bank interest received              9.5         3.5

 Finance expense: RCF interest paid and accrued      (18.3)      (9.6)
 Finance expense: IFRS 16 lease interest             (2.9)       (1.7)
 Finance expense: RCF arrangement and facility fees  (1.3)       (0.7)
                                                     (22.5)      (12.0)

 

 

 

5             Auditors' remuneration
                                                                        2024                       2023
                                                                        £ million                  £ million
 Audit of these financial statements                                    0.6                        0.6
 Disclosure below based on amounts receivable in respect of services to the
 group
 Amounts receivable by auditors and their associates in respect of:
 Audit of financial statements of subsidiaries pursuant to legislation  -                          -
                                                                        0.6                        0.6

 

 

6      Profit before tax
 Profit before tax is stated after charging:                2024        2023
                                                            £ million   £ million
 Short-term operating lease rentals for buildings           0.2         0.1
 Equity-settled share-based payment charges                 17.5        32.0
 Exceptional costs, excluding impairment (note 1)           27.3        31.5
 Depreciation of property, plant and equipment (note 12)    33.7        26.7
 Impairment of property, plant and equipment (notes 1, 12)  19.1        9.8
 Depreciation of right-of-use assets (note 13)              14.3        12.8
 Impairment of right-of-use assets (notes 1, 13)            34.2        3.6
 Amortisation of intangible assets (note 11)                28.6        16.9
 Impairment of intangible assets (notes 1, 11)              22.4        -
 Amortisation of acquired intangible assets (note 11)       8.4         12.2

 

7      Earnings per share

Basic earnings per share is calculated by dividing profit after tax
attributable to members of the holding company by the weighted average number
of shares in issue during the year. Own shares held by the Employee Benefit
Trust are eliminated from the weighted average number of shares. Diluted
earnings per share is calculated by dividing the result after tax attributable
to members of the holding company by the weighted average number of shares in
issue during the year, adjusted for potentially dilutive share options, except
when there is a loss, in which case the basic measure is used.

                                                                  2024      2023
 Weighted average shares in issue for basic earnings per share    1,199.5   1,233.0
 Dilutive share options                                           88.0      69.4
 Weighted average shares in issue for diluted earnings per share  1,287.5   1,302.4

 Loss (£ million)                                                 (137.8)   (75.6)
 Loss per share                                                   (11.48)p  (6.13)p

 Loss (£ million)                                                 (137.8)   (75.6)
 Adjusting items:
 Amortisation of intangible assets arising on acquisitions        8.4       12.2
 Share-based payments charges                                     17.5      32.0
 Exceptional items (note 1)                                       27.3      31.5
 Impairment of assets (note 1)                                    75.7      13.4
 Share of results of associate                                    (3.1)     -
 Adjustment for tax                                               (22.3)    (13.7)
 Adjusted loss                                                    (34.3)    (0.2)
 Adjusted loss per share (basic)                                  (2.86)p   (0.02)p
 Adjusted loss per share (diluted)                                (2.86)p   (0.02)p

Adjusted earnings and adjusted earnings per share is a non-IFRS measure,
which, in management's opinion, gives a more consistent measure of the
underlying performance of the business excluding non-cash accounting charges
and gains relating to the amortisation of intangible assets valued upon
acquisitions, non-cash share-based payment charges, exceptional items and the
group's share of results of associate.

 

 

 

8      Staff numbers and costs

The average monthly number of persons employed by the group (including
directors) during the year, analysed by category, was as follows:

                 Number of employees
                 2024        2023
 Administration  2,098       2,475
 Distribution    2,981       3,715
                 5,079       6,190

The aggregate payroll costs of these persons were as follows:

                                             2024        2023
                                             £ million   £ million
 Wages and salaries                          163.3       176.3
 Social security costs                       16.7        19.0
 Post-employment benefits                    4.4         4.4
 Equity-settled share-based payment charges  17.5        32.0
                                             201.9       231.7

 

 

9      Directors' and key management compensation
                                             2024        2023
                                             £ million   £ million
 Short-term employee benefits                23.5        21.8
 Post-employment benefits                    0.4         0.3
 Equity-settled share-based payment charges  3.4         4.5
                                             27.3        26.6

Directors' and key management compensation comprises the group directors and
executive committee members.

 

10   Taxation
                                                                               2024        2023
                                                                               £ million   £ million
 Analysis of credit in year

 Current tax on income for the year                                            0.3         -
 Adjustments in respect of prior year taxes                                    (3.3)       2.0
 Deferred taxation                                                             (16.0)      (17.1)
 Tax credit                                                                    (19.0)      (15.1)
 Income tax expense computations are based on the jurisdictions in which
 taxable profits were earned at prevailing rates in those jurisdictions. The
 company is subject to Jersey income tax at the standard rate of 0%. The
 reconciliation below relates to tax incurred in the UK where the group is
 primarily tax resident. The total tax charge differs from the amount computed
 by applying the UK rate of 24.5% for the year (2023: 19.0%) to profit before
 tax as a result of the following:
                                                                               2024        2023
                                                                               £ million   £ million
 Loss before tax                                                               (159.9)     (90.7)
 Loss before tax multiplied by the standard rate of corporation tax of the UK  (39.2)      (17.2)
 of 24.5% (2023: 19.0%)
 Effects of:
 Expenses not deductible for tax purposes                                      20.3        4.6
 Change in deferred tax rate                                                   -           (5.9)
 Adjustments in respect of prior year taxes                                    (3.3)       2.0
 Overseas tax differentials                                                    0.3         0.5
 Depreciation on ineligible assets                                             2.9         0.9
 Tax credit                                                                    (19.0)      (15.1)

 

 Tax recognised in the statement of changes in equity

 Deferred tax debit on movement in tax base of share options  -      (0.1)

 

No current tax was recognised in other comprehensive income (2023: £nil). The
UK corporation tax rate changed effective April 2023 from 19% to 25% as
enacted by the UK Government resulting in an effective rate of 24.5% for the
year ended 29 February 2024.

In May 2023, the IASB issued International Tax Reform - Pillar Two Model Rules
- Amendments to IAS 12 Income Taxes to clarify the application of IAS12 to tax
legislation enacted or substantively enacted to implement Pillar Two of the
Organisation for Economic Co-operation and Development's Base Erosion and
Profit Shifting project, which aims to address the tax challenges of the
digitalisation of the economy. The amendments include a mandatory temporary
exception from accounting for deferred tax on such tax law. In July 2023, the
UK government enacted legislation to implement the Pillar Two rules. The
legislation is designed to ensure a minimum effective tax rate of 15% in each
country in which the group operates. Similar legislation is being enacted by
other governments around the world. In line with the amendments to IAS 12,
the exception from accounting for deferred tax for the Pillar Two rules has
been applied and there is no impact on the consolidated financial statements
for the year ended 29 February 2024. Based on an assessment of historic data
and forecasts for future years the group does not expect a material exposure
to Pillar Two income taxes.

 

 

11   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                        0.4                   -           -               31.7               32.1
 Disposals                        -                     -           -               (1.7)              (1.7)
 Balance at 28 February 2023      1.0                   115.6       8.1             83.2               207.9

 Additions                        0.3                   -           -               31.9               32.2
 Disposals                        -                     -           -               -                  -
 Balance at 29 February 2024      1.3                   115.6       8.1             115.1              240.1

 Accumulated amortisation
 Balance at 28 February 2022      0.6                   26.0        6.8             15.6               49.0
 Amortisation for year            -                     11.5        0.7             16.9               29.1
 Disposals                        -                     -           -               (1.7)              (1.7)
 Balance at 28 February 2023      0.6                   37.5        7.5             30.8               76.4

 Amortisation for year            0.1                   7.8         0.6             28.5               37.0
 Impairment of intangible assets  -                     22.4        -               -                  22.4
 Disposals                        -                     -           -               -                  -
 Balance at 29 February 2024      0.7                   67.7        8.1             59.3               135.8

 Net book value
 At 28 February 2022              -                     89.6        1.3             37.6               128.5
 At 28 February 2023              0.4                   78.1        0.6             52.4               131.5
 At 29 February 2024              0.6                   47.9        -               55.8               104.3

Within the statement of comprehensive income, amortisation and impairment of
acquired intangible assets (trademarks and customer lists) of £30.8 million
(2023: £12.2 million) is shown separately. The amount of amortisation and
impairment of the other intangible assets included in distribution costs is
£0.4 million (2023: £0.3 million) and in administrative expenses is £28.2
million (2023: £16.6 million).

The intangible assets impaired during the year ended 29 February 2024 relate
to the group's non-core labels which have seen significant declines in revenue
during the year, following proactive actions taken to target more profitable
sales.

12   Property, plant and equipment

 

                                   Short leasehold alterations  Fixtures and fittings  Computer equipment  Motor vehicles  Land & buildings      Total
                                   £ million                    £ million              £ million           £ million       £ million             £ million
 Cost
 Balance at 28 February 2022       26.5                         230.5                  12.3                1.0             136.3                 406.6
 Additions                         5.5                          50.6                   3.0                 -               -                     59.1
 Exchange differences              -                            -                      -                   -               0.3                   0.3
 Disposals                         (0.2)                        (1.8)                  (0.5)               -               (0.5)                 (3.0)
 Balance at 28 February 2023       31.8                         279.3                  14.8                1.0             136.1                 463.0

 Additions                         3.5                          28.2                   0.9                 -               -                     32.6
 Exchange differences              -                            (0.7)                  -                   -               (0.3)                 (1.0)
 Disposals                         (0.3)                        -                      -                   (0.1)           (1.2)                 (1.6)
 Balance at 29 February 2024       35.0                         306.8                  15.7                0.9             134.6                 493.0

 Accumulated depreciation
 Balance at 28 February 2022       6.7                          38.0                   6.5                 0.6             5.6                   57.4
 Depreciation charge for the year  2.2                          18.2                   3.5                 0.2             2.6                   26.7
 Impairment of assets              1.6                          8.2                    -                   -               -                     9.8
 Disposals                         (0.2)                        (1.8)                  (0.5)               -               -                     (2.5)
 Balance at 28 February 2023       10.3                         62.6                   9.5                 0.8             8.2                   91.4

 Depreciation charge for the year  2.7                          24.8                   3.3                 0.1             2.8                   33.7
 Impairment of assets              -                            19.1                   -                   -               -                     19.1
 Disposals                         (0.3)                        -                      -                   (0.1)           (0.1)                 (0.5)
 Balance at 29 February 2024       12.7                         106.5                  12.8                0.8             10.9                  143.7

 Net book value
 At 28 February 2022               19.8                         192.5                  5.8                 0.4             130.7                 349.2
 At 28 February 2023               21.5                         216.7                  5.3                 0.2             127.9                 371.6
 At 29 February 2024               22.3                         200.3                  2.9                 0.1             123.7                 349.3

The amounts of depreciation included in the statement of comprehensive income
in distribution costs is £22.9 million (2023: £16.0 million) and in
administrative expenses is £10.8 million (2022: £10.7 million). The amounts
of impairment included in the statement of comprehensive income in
distribution costs is £19.1 million (2023: £3.3 million) and in
administrative expenses is £nil (2023: £6.5 million).

The assets impaired relate to leasehold alterations and fixtures and fittings
located in facilities which are no longer in use, where the assets' value in
use has been determined to be lower than the carrying value. Assets have been
impaired to their estimated recoverable amount, being the lower of value in
use or fair value less costs of disposal. The residual value of the impaired
assets is £nil.

 

 

 

13   Right-of-use assets
                                              Short leasehold properties

                                              £million
 Cost
 Balance at 28 February 2022                  77.9
 Additions                                    103.1
 Balance at 28 February 2023                  181.0

 Additions                                    3.8
 Exchange differences                         (6.2)
 Disposals                                    (0.1)
 Balance at 29 February 2024                  178.5

 Accumulated depreciation
 Balance at 28 February 2022                  28.2
 Depreciation for year                        12.8
 Impairment of assets                         3.6
 Balance at 28 February 2023                  44.6

 Depreciation for year                        14.3
 Impairment of assets                         34.2
 Exchange differences                         (0.2)
 Balance at 29 February 2024                  92.9

 Net book value
 At 28 February 2022                          49.7
 At 28 February 2023                          136.4
 At 29 February 2024                          85.6

The amounts of depreciation included in the statement of comprehensive income
in distribution costs is £10.0 million (2023: £4.6 million) and in
administrative expenses is £4.3 million (2022: £8.2 million). The amounts of
impairment included in the statement of comprehensive income in distribution
costs is £34.2 million (2022: £3.6 million) and in administrative expenses
is £nil (2023: £nil).

The assets impaired relate to short leasehold properties at facilities that
are no longer in use. The residual value of the impaired assets is £nil.

Some leases contain break clauses or extension options to provide operational
flexibility. Potential future undiscounted lease payments not included in the
reasonably certain lease term and, hence, not included in right-of-use assets
or lease liabilities, total £2.3 million (2023: £2.3 million).

 

 

 

14           Investment in associate

                                Investment in associate

                                £ million
 Cost
 Balance at 28 February 2023    -
 Additions at fair value        26.5
 Share of results of associate  3.1
 Balance at 29 February 2024    29.6

 Impairment
 Balance at 28 February 2023    -
 Impairment charge              -
 Balance at 29 February 2024    -

 Net book value
 At 28 February 2023            -
 At 29 February 2024            29.6

Under the equity accounting requirements of IAS 28 the group's share of the
results of associate is included in the carrying value of the associate in the
group statement of financial position and included within the group income
statement using the equity method of accounting.

Set out below is the material associate of the group. The entity listed below
has share capital consisting of ordinary shares, which are held directly by
the group. The country of incorporation or registration is the principal place
of business, and the proportion of ownership interest is the same as the
proportion of voting rights held.

                                                                                         % ownership  Carrying amount
 Name of entity                        Nature of relationship  Country of incorporation  2024         2023             2024         2023

                                                                                         %            %                £ million    £ million
 Revolution Beauty Group plc ("REVB")  Associate, supplier     UK                        27.13%       -                29.6         -

The table below provides the summarised profit and loss and balance sheet for
REVB. As at the date of publishing these financial statements REVB's results
for the period 18(th) July 2023 to 29 February 2024 have not been publicly
disclosed by REVB  and the audit of REVB's financial statements for the year
ended 29 February 2024 has begun but not been completed by REVB's auditors.
The group has reviewed analyst notes prepared by REVB's NOMAD, Liberum dated
27 March 2024, the management accounts of REVB for the period ending 29
February 2024 and post year end RNS notes published by REVB. These estimated
results have been amended to reflect adjustments made by the group when using
the equity method, including fair value adjustments and modifications for
differences in accounting policy.

                                                                     2024        2023
                                                                     £ million   £ million
 Sales (for the period 18/07/2023 - 29/02/2024)                      122.3       -
 Profit after tax (for the period 18/07/2023 - 29/02/2024)           11.3        -
 Group share in %                                                    27.13%      -
 Group share in £ million (for the period 18/07/2023 - 29/02/2024)   3.1         -

 Total non-current assets                                            17.4        -
 Total current assets                                                98.1        -
 Total current liabilities                                           (71.1)      -
 Total non-current liabilities                                       (41.7)      -
 Net assets                                                          2.7         -

 

15        Deferred tax

 

Assets

                                                  Unused       Depreciation   Share-based payments  Total

                                                  tax losses   in excess of

                                                               capital

                                                               allowances
                                                  £ million    £ million      £ million             £ million
 Asset at 28 February 2022                        7.5          -              -                     7.5
 Recognised in statement of comprehensive income  15.0         -              1.0                   16.0
 Asset at 28 February 2023                        22.5         -              1.0                   23.5
 Recognised in statement of comprehensive income  6.4                         2.2                   8.6
 Debit in equity                                  -            -              -                     -
 Asset at 29 February 2024                        28.9         -              3.2                   32.1

 

Liabilities

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

                                                  £ million              £ million                                     £ million             £ million
 Liability at 28 February 2022                    (0.8)                  (22.5)                                        (2.0)                 (25.3)
 Recognised in statement of comprehensive income  0.1                    (1.0)                                         2.0                   1.1
 Liability at 28 February 2023                    (0.7)                  (23.5)                                        -                     (24.2)
 Recognised in statement of comprehensive income  0.2                    7.2                                           -                     7.4
 Debit in equity                                  -                      -                                             -                     -
 Liability at 29 February 2024                    (0.5)                  (16.3)                                        -                     (16.8)

Recognition of the deferred tax assets is based upon the expected generation
of future taxable profits. The deferred tax liability will reverse in more
than one year's time as the intangible assets are amortised. Deferred tax is
calculated at 25% as enacted from April 2023 by the UK Government.

 

 

16        Inventories
                           2024        2023
                           £ million   £ million
 Finished goods            196.2       160.2
 Finished goods - returns  11.8        17.9
                           208.0       178.1

The value of inventories included within cost of sales for the year was
£709.6 million (2023: £872.0 million). The finished goods returns is the
estimated value of stock at customers but expected to be returned. An
impairment provision of £18.5 million (2023: £21.6 million) was charged to
the statement of comprehensive income. There were no write-backs of prior
period provisions during the year.

 

17        Trade and other receivables
                    2024        2023
                    £ million   £ million
 Trade receivables  17.8        17.6
 Prepayments        11.2        13.9
 Accrued income     1.2         5.5
                    30.2        37.0

Trade receivables represent amounts due from wholesale customers and advance
payments to suppliers.

The fair value of trade and other receivables is not materially different from
the carrying value.

Where specific trade receivables are not considered to be at risk and
requiring a provision, the trade receivables impairment provision is
calculated using the simplified approach to the expected credit loss model,
based on the following percentages:

 

                          2024  2023
 Age of trade receivable  %     %
 60-90 days past due      1     1
 91-120 days past due     5     5
 Over 121 days past due   90    90

The provision for impairment of receivables is charged to administrative
expenses in the statement of comprehensive income. The maturing profile of
unsecured trade receivables and the provisions for impairment are as follows:

                                 2024        2023
                                 £ million   £ million
 Due within 30 days              16.7        17.6
 Provision for impairment        (1.6)       (1.6)

 Due in 31 to 90 days            4.6         4.3
 Provision for impairment        (1.9)       (2.8)

 Past due                        1.5         0.1
 Provision for impairment        (1.5)       -
 Total amounts due and past due  22.8        22.0
 Total provision for impairment  (5.0)       (4.4)
                                 17.8        17.6

 

 

18        Cash and cash equivalents
                           2024        2023
                           £ million   £ million
 At start of year          330.9       101.3
 Net movement during year  (97.1)      227.9
 Effect of exchange rates  (3.8)       1.7
 At end of year            230.0       330.9

There is no material credit risk associated with the cash at bank due to the
healthy credit ratings of the banks of BBB+ and higher.

19        Trade and other payables

 

                                    2024        2023
                                    £ million   £ million
 Trade payables                     114.3       82.0
 Other creditors                    28.8        17.0
 Accruals                           110.0       125.6
 Deferred income                    11.6        15.9
 Taxes and social security payable  29.9        19.8
                                    294.6       260.3

Trade payables include £7.6m (2023: £nil) that suppliers have chosen to
early-fund under supplier financing arrangements. The supplier financing
arrangement does not change the suppliers agreed payment terms directly with
the group.

The fair value of trade payables is not materially different from the carrying
value.

 

 

20        Provisions
 
                                                                 Dilapidations  Returns     Claims      Total
                                                                 £ million      £ million   £ million   £ million
 Provision at 28 February 2023                                   10.0           37.6        12.1        59.7
 Movements in provision charged/(credited) to income statement:
 Prior year provision utilised                                   -              (37.6)      (10.3)      (47.9)
 Increase in provision in current year                           -              25.1        -           25.1
 Exchange differences                                            (0.5)          -           -           (0.5)
 Provision at 29 February 2024                                   9.5            25.1        1.8         36.4

The dilapidation provision represents the estimated exit cost of leased
premises and is expected to unwind in more than ten years. Returns provision
represents the revenue reduction of estimated customer returns, which occur
over the two-to-three months after the date of sale; and the claims represents
the estimate of claims against the group that are expected to settle in the
period within nine-to-twelve months after the year end.

 

 

 

21        Interest-bearing loans and borrowings

This note provides information about the contractual terms of the group's
interest-bearing loans and borrowings, which are measured at amortised cost.

Terms and debt repayment schedule

                                      Nominal
                                      interest   Year of   2024        2023
                            Currency  rate       maturity  £ million   £ million
 Revolving credit facility  GB£       SONIA CIA  2025      75.0        75.0
 Revolving credit facility  GB£       SONIA CIA  2026      250.0       250.0
                                                           325.0       325.0

The RCF is unsecured against the company's assets and includes financial
covenants relating to interest cover and adjusted leverage.

 

Movement in interest-bearing loans and borrowings

                         2024        2023
                         £ million   £ million
 Opening balance         325.0       100.0
 Increase of borrowings  -           225.0
 Interest accrued        18.3        9.6
 Interest paid           (18.3)      (9.6)
 Capital repaid          -           -
 Closing balance         325.0       325.0

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

 

                  Balance 28 February 2023  Cash flow from financing activities  Additions, disposals and exchange differences  Statement of comprehensive income  Movement in retained earnings and other reserves  Balance at 29 February 2024
                  £ million                 £ million                            £ million                                      £ million                          £ million                                         £ million
 Equity           400.0                     (15.2)                               -                                              (122.6)                            17.5                                              279.7
 Leases           138.6                     (16.9)                               (2.7)                                          2.9                                -                                                 121.9
 Bank borrowings  325.0                     (15.9)                               -                                              15.9                               -                                                 325.0
                  863.6                     (48.0)                               (2.7)                                          (103.8)                            17.5                                              726.6

 

Reconciliation of net debt:

                                         2024        2023
                                         £ million   £ million
 Cash and cash equivalents               230.0       330.9
 Interest bearing loans and borrowings   (325.0)     (325.0)
 Net (debt) / cash and cash equivalents  (95.0)      5.9

 

 

22        Lease liabilities
 Minimum lease payments due  Within 1 year  1-2 years   2-5 years   5-10 years  More than 10 years  Total
                             £ million      £ million   £ million   £ million   £ million           £ million
 29 February 2024
 Lease payments              12.0           18.9        29.1        52.0        26.2                138.2
 Finance charges             (2.5)          (2.5)       (5.2)       (4.9)       (1.2)               (16.3)
 Net present value           9.5            16.4        23.9        47.1        25.0                121.9

 

                              2024        2023
                              £ million   £ million
 Current lease liability      9.5         12.1
 Non-current lease liability  112.4       126.5
 Total                        121.9       138.6

Movement in lease liabilities:

                           2024        2023
                           £ million   £ million
 Opening balance           138.6       51.9
 Interest accrued          2.9         1.7
 Cash flow lease payments  (16.9)      (12.0)
 Additions                 3.8         97.0
 Disposals                 (0.1)       -
 Exchange differences      (6.4)       -
 Closing balance           121.9       138.6

The lease liabilities relate to leasehold properties.

 

 

23        Share capital
                                                                     2024        2023
                                                                     £ million   £ million
 1,268,865,215 authorised and fully paid ordinary shares of 1p each  12.7        12.7

 (2023: 1,268,333,43)

During the year, a total of 7.0 million shares were issued under the share
incentive plans (2023: 4.2 million). On 8 February 2024, 206,309 (2023:
99,824) new ordinary shares were issued to non-executive directors as part of
their annual remuneration.

The directors do not recommend the payment of a dividend so that cash is
retained in the group for capital expenditure projects that are required for
the rapid growth and efficiency improvements of the business and for suitable
business acquisitions (2023: £nil).

 

24        Shares to be issued

 

   2024        2023
   £ million   £ million
   -           31.9

The shares to be issued represents the fair value of the contingent shares to
be issued to the non-controlling interests of PrettyLittleThing.com Limited,
in accordance with the acquisition agreement entered into and announced on 28
May 2020. Under this agreement, 16,112,331 Ordinary Shares in boohoo group plc
were 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 was not met, the consideration was to lapse.

As at 29 February 2024 the issuing condition had not been met and could not
have been met before the longstop date of 14 March 2024. As a result the
shares to be issued have been derecognised and recycled through Other reserves
alongside the reserves created upon acquisition of the non-controlling
interest in PrettyLittleThing.com Limited.

 

 

25        Other reserves

 

 

                                                                           2024        2023
                                                                           £ million   £ million
 Translation reserve                                                       (0.8)       (0.8)
 Capital redemption reserve                                                0.1         0.1
 Reconstruction reserve                                                    (515.3)     (515.3)
 Acquisition of non-controlling interest in PrettyLittleThing.com Limited  (249.4)     (281.3)
 Revaluation gain on transition of investment to associate                 10.2        -
 Proceeds from issue of growth shares in boohoo holdings Limited           0.8         0.8
                                                                           (764.6)     (796.5)

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; 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 adjusted during the year for the cancellation of the shares to be issued;
and the revaluation gain on transition of investment to associate arose in
July 2023 when significant influence was determined to have been obtained over
Revolution Beauty Group plc, with the equity accounting requirements of IAS 28
being applied from this date.

 

 

26        Financial instruments

(a) Fair values of financial instruments

Trade and other receivables

The fair value of trade and other receivables is estimated as the present
value of future cash flows, discounted at the market rate of interest at the
reporting date if the effect is material.

Trade and other payables

The fair value of trade and other payables is estimated as the present value
of future cash flows, discounted at the market rate of interest at the
reporting date if the effect is material.

Cash and cash equivalents

The fair value of cash and cash equivalents is estimated as its carrying
amount where the cash is repayable on demand. Where it is not repayable on
demand, then the fair value is estimated at the present value of future cash
flows, discounted at the market rate of interest at the reporting date.

Interest-bearing borrowings

Fair value is calculated based on the present value of future principal and
interest cash flows, discounted at the market rate of interest at the
reporting date.

Cash flow hedges

Fair value is calculated using forward interest rate points to restate the
hedge to fair market value.

Investments in equity instruments

During the year ended 28 February 2023 26.47% of the issued share capital of
Revolution Beauty Group plc ("REVB") was acquired. The equity accounting
requirements of IAS 28 (Investments in associates and joint ventures) were
considered and it was determined that significant influence did not exist
either at the time of initial recognition or as at 28 February 2023. The
equity investment was accounted for as a financial asset under IFRS 9 with the
option taken to hold at fair value through other comprehensive income, as
irrevocably designated at the date of recognition.

On 18(th) July 2023 the group entered into a settlement agreement with REVB
resulting in the reconstitution of the REVB board. The group also increased
it's shareholding in REVB to 27.13%. The equity accounting requirements of IAS
28 were reconsidered and it was determined that significant influence did
exist as a result of the settlement agreement, access to accounting records
and the reconstitution of the REVB board (including the appointment of Neil
Catto, former group CFO and NED, and Alistair McGeorge, who remains a NED on
the group's board). As a result the investment has been accounted for as an
associate under IAS 28 from 18(th) July 2023. The investment, which was
previously accounted for under IFRS 9, was derecognised and the cumulative
gain recognised in other comprehensive income of £10.2m was reclassified to
profit or loss as a revaluation adjustment.

Fair values

                                                    2024        2023
                                                    £ million   £ million
 Financial assets

 At amortised cost:
 Cash and cash equivalents                          230.0       330.9
 Trade receivables                                  17.8        17.6
 Accrued income                                     1.2         5.5
 At fair value through profit or loss:
 Cash flow hedges                                   0.6         0.2
 At fair value through other comprehensive income:
 Cash flow hedges                                   2.7         1.2
 Equity investments                                 0.3         15.3
                                                    252.6       370.7

 

                                                    2024        2023
                                                    £ million   £ million
 Financial liabilities
 At amortised cost:
 Trade payables                                     114.3       82.0
 Other creditors                                    28.8        17.0
 Accruals                                           110.0       125.6
 Provisions                                         36.4        59.7
 Interest-bearing loans and borrowings              325.0       325.0
 Lease liabilities                                  121.9       138.6
 At fair value through profit or loss:
 Cash flow hedges                                   1.0         14.5
 At fair value through other comprehensive income:
 Cash flow hedges                                   -           3.4
                                                    737.4       765.8

 

 

27        Capital commitments

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

                                                          2024        2023
                                                          £ million   £ million
 Property, plant and equipment at warehousing facilities  -           17.0

 

 

28           Contingent liabilities

From time to time, the group can be subject to various legal proceedings and
claims that arise in the ordinary course of business, which may include cases
relating to the group's brand and trading name. All such cases brought against
the group are robustly defended and a liability is recorded only when it is
probable that the case will result in a future economic outflow and that the
outflow can be reliably measured.

 

Appendices

Growth rates on prior period revenue by region

Revenue by period for the year to 29 February 2024 (FY24)

 £m     4m to 31 December               2m to 29/28 February            12m to 29/28 February
        FY24   FY23   yoy %  yoy  CER   FY24    FY23    yoy %   yoy     FY24     FY23     yoy %   yoy

                                                                CER                               CER
 Total  531.4  637.7  -17%   -16%       200.5   248.6   -19%    -19%    1,461.0  1,768.7  -17%    -17%
 Revenue by region
  UK    356.2  400.8  -11%   -11%       124.0   146.1   -15%    -15%    921.5    1,091.5  -16%    -16%
  ROE   56.7   73.5   -23%   -21%       23.3    30.9    -24%    -22%    165.8    206.5    -20%    -19%
  USA   96.8   128.9  -25%   -25%       45.1    57.4    -22%    -22%    299.1    363.7    -18%    -18%
 ROW    21.7   34.5   -37%   -35%       8.1     14.2    -43%    -44%    74.6     107.0    -30%    -30%
 £m     3m to 31 May                    3m to 31 August                 6m to 31 August
        FY24   FY23   yoy %  yoy CER    FY24    FY23    yoy %   yoy     FY24     FY23     yoy %   yoy

                                                                CER                               CER
 Total  370.1  445.7  -17%   -17%       359.0   436.7   -18%    -18%    729.1    882.4    -17%    -18%
 Revenue by region
  UK    221.2  272.1  -19%   -19%       220.1   272.5   -19%    -19%    441.3    544.6    -19%    -19%
  ROE   43.4   49.6   -12%   -14%       42.4    52.5    -19%    -18%    85.8     102.1    -16%    -16%
  USA   81.8   95.0   -14%   -14%       75.4    82.4    -8%     -9%     157.2    177.4    -11%    -12%
 ROW    23.7   29.0   -18%   -23%       21.1    29.3    -28%    -28%    44.8     58.3     -23%    -25%

Revenue by period for the year to 28 February 2023 (FY23)

 £m     4m to 31 December             2m to 28 February           12m to 28 February
        FY23   FY22   yoy %  yoy CER  FY23   FY22   yoy %  yoy    FY23     FY22     yoy %  yoy

                                                           CER                             CER
 Total  637.7  714.5  -11%   -13%     248.6  292.5  -15%   -17%   1,768.7  1,982.8  -11%   -13%
 Revenue by region
  UK    400.8  451.0  -11%   -11%     146.1  182.4  -20%   -20%   1,091.5  1,202.8  -9%    -9%
  ROE   73.5   79.9   -8%    -11%     30.9   34.9   -11%   -14%   206.5    219.2    -6%    -8%
  USA   128.9  145.8  -12%   -17%     57.4   55.3   4%     -3%    363.7    451.6    -19%   -24%
 ROW    34.5   37.8   -9%    -15%     14.2   19.9   -28%   -36%   107.0    109.2    -2%    -8%
 £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  486.0  -8%    -10%     436.7  489.8  -11%   -13%   882.4    975.8    -10%   -11%
 Revenue by region
  UK    272.1  274.5  -1%    -1%      272.5  294.9  -8%    -8%    544.6    569.4    -4%    -4%
  ROE   49.6   54.4   -9%    -10%     52.5   50.0   5%     2%     102.1    104.4    -2%    -4%
  USA   95.0   131.9  -28%   -31%     82.4   118.6  -31%   -35%   177.4    250.5    -29%   -33%
 ROW    29.0   25.2   15%    10%      29.3   26.3   11%    5%     58.3     51.5     13%    8%

CER in this appendix for the year ended 28 February 2023 is calculated using
exchange rates prevailing during the year ending 29 February 2024. CER in this
appendix for the year ended 28 February 2022 is calculated using exchange
rates prevailing during the year ending 28 February 2023.

Nomenclature: ROE - rest of Europe; ROW - rest of world; yoy - year-on-year;
CER - constant exchange rate.

 

 

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