Annual Report 2021
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BOOHOO GROUP PLC GROUP BOOHOO ANNUAL BOOHOO REPORT GROUP & ACCOUNTS PLC stock code: BOO 2021 ANNUAL REPORT AND ACCOUNTS 2021 REPORT AND ACCOUNTS ANNUAL BOOHOO GROUP PLC 12 CASTLE STREET ST HELIER JERSEY JE2 3RT UK / STRATEGIC REPORT STRATEGIC / BOOHOO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2021 AGENDA FOR BUSINESS BOOHOO GROUP PLC CHANGE MODEL A LEADING E-COMMERCE 20 16 RETAIL GROUP BOARD OF CHAIRMAN’S DIRECTORS STATEMENT Our multi-brand platform comprises boohoo, boohooMAN, PrettyLittleThing, Nasty Gal, MissPap, Karen Millen, Coast, Oasis, Warehouse, Debenhams, Dorothy Perkins, Wallis and 50 18 Burton, and targets fashion- conscious 16 to 45 year-olds STRATEGIC REPORT in the UK and internationally. Group financial and operational highlights 6 Our vision 8 Our values 9 About our group and our global brands 10 Our business model 16 Chairman's statement 18 Agenda for Change 20 COVID-19 response 24 Review of the business 26 Financial review 31 Risk management 34 Environmental, social and governance report 39 GOVERNANCE Board of directors 50 Corporate governance report 52 Directors' report 60 Directors' remuneration report 66 CONTENTS Statement of directors' responsibilities in respect of the annual report and financial statements 85 FINANCIAL STATEMENTS Independent auditor's report to the members of boohoo group plc 86 Consolidated statement of comprehensive income 90 Consolidated statement of financial position 91 Consolidated statement of changes in equity 92 Consolidated cash flow statement 93 Notes to the financial statements 94 Five-year financial summary 119 VISIT US ONLINE AT BOOHOOPLC.COM 01 / STRATEGIC REPORT STRATEGIC / BOOHOO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2021 GROWTH FOR WHILE GROWING A SUSTAINABLE OUR BRANDS At the beginning of our financial year, we had seven brands. There now are thirteen brands in boohoo group. FUTURE In May 2020, we acquired the remaining 34% minority stake in PrettyLittleThing.com Limited. We acquired the online businesses and all associated intellectual property of Oasis and Warehouse in June 2020, and have successfully integrated and relaunched these brands onto our multi-brand platform. In January 2021, we acquired Debenhams’ online business and associated intellectual property (including the brands Maine, Mantaray, Principles and Faith). We are rebuilding and relaunching Debenhams as a digital department WE ARE ENCAPSULATING store and marketplace; the acquisition also allows us to grow into additional categories including beauty, sport and homeware. THE FUTURE OF RETAIL In February 2021, we acquired the Dorothy Perkins, Wallis and Burton brands, which give us As an online fashion retailer, Underpinning our growth potential, we the opportunity to grow our market share across a broader demographic and strengthen our we are well placed to capitalise delivered strong gains in all major KPIs – including new customer growth, which menswear proposition. on the growth opportunities remains high – and across all our brands. that are arising from globally These acquisitions represent an important We have continued our strong track record step towards achieving our strategic priority of changing shopping habits, with of revenue growth, delivering 41% this year. investment to deliver growth through organic an ever-increasing number of In addition, we have continued to grow means and acquisitions. consumers now shopping online. our market share across all geographies. We know what they want, and we This has been supported by our world-class FOR MORE INFORMATION ABOUT FOR MORE INFORMATION ABOUT are committed to providing value marketing abilities, enabling us increased OUR PERFORMANCE, GO TO PAGES OUR BRANDS, GO TO PAGES 10 TO 15 for them. presence as our customers’ use of social 26 TO 33 OF THE STRATEGIC REPORT OF THE STRATEGIC REPORT media further expands. FOR MORE INFORMATION ABOUT OUR STRATEGY, GO TO PAGES 16 TO 17 OF THE STRATEGIC REPORT 02 03 / STRATEGIC REPORT STRATEGIC / BOOHOO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2021 GROWTH FOR A SUSTAINABLE FUTURE AND FOCUSING ON HIGHER STANDARDS OF OVERSIGHT Our Agenda for Change programme was introduced following an independent review of our supply chain in September 2020, and demonstrates our commitment to strengthening our corporate governance, environmental footprint and social impact. This programme focuses on a number of key AS WE LOOK TO areas across the group including: corporate governance; redefining our purchasing practices; raising standards across our supply THE FUTURE, WE chain; supporting Leicester’s workers and workers’ rights; providing better support for suppliers; and demonstrating best practice ARE COMMITTED TO in action. Sir Brian Leveson PC is providing independent oversight of the programme, CHANGE THAT BRINGS supported by a team from KPMG, and we are committed to publishing his progress reports. As part of the changes we are implementing, SUSTAINABLE GROWTH we have strengthened our governance and teams with key appointments, significantly increased oversight of our supply chain, AND THAT BENEFITS ALL and demonstrated best practice in action by focusing on setting a new industry-wide standard for ethical supply chains. OUR STAKEHOLDERS FOR MORE INFORMATION ABOUT OUR SUSTAINABILITY, GO TO PAGES 39 TO 49 FOR MORE INFORMATION ABOUT OUR AGENDA FOR CHANGE PROGRAMME, GO TO PAGES 20 TO 23 04 05 / STRATEGIC REPORT STRATEGIC / BOOHOO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2021 GROUP FINANCIAL AND OPERATIONAL HIGHLIGHTS OUR PERFORMANCE Profit before tax Financial Operational • Revenue £1,745 million, up 41% (41% CER1) • Significant group-wide progress made £125m £125m • Strong revenue growth across all on Agenda for Change programme, geographies, with UK up 39% and which has independent oversight from £92m international up 44%. International revenue Sir Brian Leveson PC is now 46% of total, up from 45% • Strengthening corporate governance £31m £60m • Gross margin 54.2%, up 20bps through a new non-executive director £43m appointment, establishment of a Risk • Adjusted EBITDA £173.6 million up Committee and committed in excess 37%, with Adjusted EBITDA margin of of £10 million in supply chain monitoring 2017 2018 2019 2020 2021 10.0% (2020: 10.2%), notwithstanding and compliance COVID-19 cost headwinds and significant investment in acquisitions • Successful integration and relaunch of Oasis and Warehouse brands on our • Robust balance sheet with net cash of multi-brand platform £276.0 million (2020: £240.6 million). Adjusted EBITDA High cash generation with operating cash • Acquisition of Debenhams online business flow of £201.1 million (2020: £127.3 and investing to transform the business £174m £174m million). £195.7 million capital raised into a digital department store with significant potential • Acquisition of Dorothy Perkins, Wallis £127m 1. CER designates Constant Exchange Rate translation of foreign currency revenue, which gives a truer indication and Burton brands, adding to the group’s of the performance in international markets by £36m £85m removing year-to-year exchange rate movements when diversity and reach local currency sales are converted to sterling. • Third distribution centre on track for £57m operational use in spring 2021 and long-term lease agreed for fourth 2017 2018 2019 2020 2021 distribution centre, expected to go live in the second quarter of the new financial year • 18 million active customers, up 28% • Over 1,000 jobs secured through Revenue recent acquisitions £1,745m £1,745m 2021 2020 £ million Change £1,235m YEAR TO FEBRUARY £ million Revenue 1,745.3 1,234.9 +41% £295m £857m Gross profit 945.2 666.3 +42% £580m Gross margin 54.2% 54.0% +20bps Adjusted EBITDA2 173.6 126.6 +37% 2017 2018 2019 2020 2021 % of revenue 10.0% 10.2% -20bps Adjusted EBIT3 149.3 107.0 +40% % of revenue 8.6% 8.7% -10bps Adjusted profit before tax4 149.9 108.3 +38% Profit before tax 124.7 92.2 +35% Adjusted diluted earnings per share5 8.67p 5.88p +47% Diluted earnings per share 7.25p 5.35p +36% Net cash6 at year end 276.0 240.6 +£35.4 million 2. Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, and share-based payment charges. 3. Adjusted EBIT is calculated as profit before tax, interest, share-based payment charges,and amortisation of acquired intangible assets. 4. Adjusted profit before tax is calculated as profit before tax, excluding share-based payment charges, and amortisation of acquired intangible assets. 5. Adjusted diluted earnings per share is calculated as diluted earnings per share, adding back amortisation of acquired intangible assets, share-based payment charges, and adjusting to 34% of the non-controlling interest as in previous years. 6. Net cash is cash less bank borrowings. 06 07 / STRATEGIC REPORT STRATEGIC / BOOHOO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2021 AT A GLANCE OUR VALUES OUR VALUES PASSION A GROWING BUSINESS Each day we are inspired to be the best we can be. We are focused and committed to giving our customers the OUR VISION HIGHLIGHTS experience they want. The group’s multi-brand platform enables us to HIGH GROWTH AGILE Revenue service groups of consumers efficiently with ranges We are constantly evolving to stay one of products differentiated in style and price point. step ahead. We embrace change and The appeal of online shopping, with its convenience grab new opportunities with both hands. +41% We are lean, effective and efficient. and value proposition, continues to resound with consumers globally and supports high-growth rates. GLOBAL CUSTOMER BASE CREATIVE Active customers1 We are unique and aspirational. We Our vision is to be leading the e-commerce fashion market for 16 to 45 are not afraid of doing things our way; year-olds, which we will drive through our strategic priorities: daring to be different. We are creative in thinking and design. INSIGHT INNOVATION 18M 1. Active customers defined as having creating a competitive driving customer shopped on the website in the last year. TEAM customer proposition engagement We listen and respond to create a place where everyone’s contribution INVESTMENT INTEGRATION PROFITABLE Profit before tax is important.