Annual Report & Accounts 2021 mothercare plc annual report 2021 and accounts Contents Overview 2 About us 3 Financial highlights Strategic report 4 Chairman’s statement 10 Growth 12 Business model 13 Chief Operating Officer’s and business review 24 Response to COVID-19 25 KPIs 26 Principal risks and uncertainties 30 Section 172 statement 31 Financial review 41 Non-financial information Governance 42 Board of Directors 43 Operating Board 44 Corporate governance report 48 Directors’ report 50 Directors’ remuneration report Financial statements 56 Directors’ responsibilities statement 57 Independent auditor’s report 69 Consolidated income statement 70 Consolidated statement of comprehensive income 71 Consolidated balance sheet 72 Consolidated statement of changes in equity 73 Consolidated cash flow statement 74 Notes to the consolidated financial statements Company financial statements 120 Company balance sheet 121 Company statement of changes in equity 122 Notes to the company financial statements 127 Shareholder information Highlights Overview 2018 Fundamental restructuring of the group’s operations During the year under review, and and associated refinancing notwithstanding the challenges created commenced. by COVID-19, the Group completed its transformation and is en route to rebuild the brand as we enter into new arrangements with franchise partners 2019 designed to build the scale, scope and Mothercare UK Limited and Mothercare Business stature of our brand. Services Limited entered administration. Certain liabilities, assets and contracts were transferred to Mothercare 2020 Global Brand. COVID-19 begins to impact 2020 global franchise and manufacturing partners. 10 year franchise Head office move from Watford agreement renewed with to Hemel Hempstead. Alshaya with option for a further 10 years. 10 year franchise agreement New debt facilities with Boots UK for the UK and secured. ROI in stores and via Boots website with option for a Revised pension further 10 years. arrangements. 2021 Delisted from Main Market and admission to AIM. Conversion of all shareholder loans completed. Conclusion of the final phase of the refinancing and restructuring of Mothercare. Completion of the transformation process. Mothercare plc annual report and accounts 2021 1 About us A trusted global brand – designed for the future Mothercare plc is the owner of Mothercare Global Completion of the transformation process has opened the way Brand (MGB), a globally franchised brand for to Mothercare becoming a simplified, profitable, and cash parents and young children. MGB designs, sources generative franchise business, representing a sea-change in our prospects from the position reached at the end of 2019. These and supplies products across clothing, equipment are exciting times as we enter into new arrangements with our and other categories for parents and young franchise partners designed to build the scale, scope and stature children across the world. The Mothercare brand is of our brand. Without the distractions of the last three years presented in stores and online through a network restructuring the business we can accelerate the growth of our of global franchise partners who operate over 700 franchise base to address large and attractive markets where we dedicated Mothercare stores and more than 400 currently have no presence. additional stores which carry a selection of product from the brand across some 37 countries around Our current measure of success, as we strive to be the leading the world. global brand for parents and young children, remains our ability to distribute the Mothercare brand and its products to many more territories around the world through franchising, wholesale & licensing: hence optimising the level of sustainable long-term revenues and profitability going into 2022 and beyond. We are a truly global company that Stores caters for many different markets and 1 UK 12 2 Ireland - cultures. We are committed to treating 3 Gibraltar 1 all markets equally and being respectful 4 Malta 5 5 Cyprus 9 to differences within local cultures, 6 Lithuania 7 whilst maintaining brand consistency. 7 Estonia 4 8 Latvia 5 1 7 10 9 Belarus 12 2 6 8 10 Russia 116 9 11 Kazakhstan 5 17 12 Azerbaijan 5 3 18 16 13 Georgia 2 15 14 Greece 26 14 15 Albania 1 5 13 4 12 11 16 Romania 5 27 17 Serbia 5 26 18 Macedonia 1 37 19 India 139 2428 23 20 Sri Lanka 6 21 21 UAE 40 22 25 22 Saudi Arabia 61 19 23 Kuwait 33 24 Bahrain 6 36 25 Oman 5 26 Egypt 5 20 29 30 27 Jordan 5 28 Qatar 14 34 35 29 Thailand 12 31 30 Vietnam 14 31 Malaysia 21 32 33 32 Singapore 11 33 Indonesia 50 34 Brunei 3 35 Philippines 17 36 Hong Kong 7 37 China 66 2 Mothercare plc annual report and accounts 2021 Financial highlights Overview Our Group – £m (from continuing operations): 2021 2020 Turnover 85.8 164.7 Adjusted EBITDA 2.2 6.2 Adjusted operating profit/(loss) 0.2 (0.6) Adjusted loss (8.6) (6.4) Statutory loss (21.5) (8.5) Our Franchise Partners: 2021 2020 Worldwide retail sales £m 358.6 542.1 Online retail sales £m 44.4 31.3 Total number of stores 734 841 Space (k) sq. ft. 1,970 2,345 Mothercare plc annual report and accounts 2021 3 Chairman’s statement “ I am pleased to report that we have completed our transition to refocus the Mothercare brand on its core competencies of international franchise and brand management coupled with design, development and distribution of product which is sold through our international partners’ stores and online.” A Platform for Growth The Mothercare brand is represented in 37 countries around I am pleased to report that we have completed the world including the UK through our franchise arrangement our transition to refocus the Mothercare brand on with Boots. Yet whilst this reach is impressive, the brand is still not represented in 7 of the top 10 baby markets in the world, when its core competencies of international franchise viewed by wealth and birth rate. Hitherto, the Brand’s singular and brand management coupled with design, route to market today is via franchisees and post the restructuring development and distribution of product which we are now able to explore the opportunities available to us in is sold through our international partners’ stores wholesale, licensing or online marketplaces. and online. Today the Group is free of the cost and operational burden associated with a UK Accordingly, our current measure of success, as we strive to be store estate and warehousing. Our gross profit the leading global brand for parents and young children, remains our ability to distribute the Mothercare brand and its products is principally derived from royalties payable on to many more territories around the world through franchising, global franchise partners’ retail sales, operating wholesale & licensing as well as growing our existing territories: through over 700 stores, representing some 2 million hence optimising the level of sustainable long-term revenues and square feet of retail space. profitability going into 2022 and beyond. Understandably, during this past year our focus has been on our existing franchise partners and their markets, managing both the impact of the pandemic upon them and its effect on our supply chain. However we now have the management time and resource to optimise our operating platform and generate revenues through an asset-light model, both in the UK and other international territories, backed by new debt facilities provided by Gordon Brothers Brands LLC (“GBB”). We look to the future with great optimism and have multiple opportunities to grow the global presence of the Mothercare brand. We are actively pursuing a three-pronged growth strategy encompassing: 4 Mothercare plc annual report and accounts 2021 Opportunities for step change growth Thirdly, we are seeking to leverage the intrinsic value liberated by our extensive efforts over the last three years, where in addition to the above: • we are an AIM listed entity with expectations of an improving trend in operating profitability and being debt free within five years; Strategic Report • Mothercare is a strong unencumbered core brand, superior in its quality, international footprint and global reach than many peers who are being afforded premium market ratings; and • we have a transactionally astute PLC Board & senior executive team that has overseen our emergence from both the restructuring and the pandemic in better shape than we entered. Accordingly, these are exciting times as, without the distractions of the last three years, we are seeking to accelerate the growth of the business to encompass large and attractive markets where we currently have no presence, whilst expanding in our existing territories. The Pandemic As a global brand and franchise operator the impact of Covid-19 has varied enormously by market as the countries in which our franchise partners operate have addressed the pandemic in many different ways including, but not limited to, restrictions on travel, movement and operating hours of retailers. These issues have been compounded by similar restrictions for our manufacturing partners, which coupled with the disruption to the global movement of freight, have caused additional challenges with availability of product for franchise partners further impacting sales for the year. These circumstances introduced an unprecedented demand shock throughout the first quarter of 2020 which led to the year Opportunities for Organic growth under review commencing with many of our franchise partners’ During 2020 we commissioned an in-depth customer survey global retail locations being closed which, alongside significant across many of our major territories to gain greater insight of disruption within our manufacturing base, required extensive our customers’ views on both the local Mothercare business efforts to reorganise production to ensure the best possible and the relevant competitors. The analysis of the results has range availability. Whilst stores have substantially re-opened for shown strong correlation across the sampled markets and has customers since then this still equated to an aggregate reduction allowed us to refocus our product strategy both in terms of the in worldwide retail sales by our franchise partners of 34 per cent.