ANNUAL REPORT——’21 REWRITINGSCRIPT THE TB AR–’21 STRATEGIC REPORT GOVERNANCE REPORT TED BAKER TODAY 58 Board of Directors 2 Chief Executive’s review 60 Executive Team and introduction to Ted Baker 62 Chair’s introduction to governance 10 Our Chair, John Barton 63 Corporate governance 72 Audit & Risk Committee Report TAKING TED BAKER INTO THE FUTURE 76 Nominations Committee Report 12 Our business model Contents 80 Remuneration Report 14 — Our customers 94 Directors’ Report 16 — Design, source and make 97 Statement of Directors’ responsibilities 18 — Sell 20 Our strategy FINANCIAL STATEMENTS REVIEW OF THE YEAR 100 Independent auditor’s report 22 Chief Financial Officer’s introduction 106 Income statement 24 Key performance indicators 107 Statement of comprehensive income 26 Financial/operational review 108 Statement of changes in equity 34 Our sustainability story 110 Balance sheet 35 — People 111 Cash flow statement 38 — Ethical sourcing programme 112 Notes to the financial statements 41 — Communities 147 Five-year summary 42 — Planet 150 Company information 46 — Fashioning a better future 48 Risk report 54 Viability statement and going concern TED BAKER TODAY For more than 30 years Ted Baker has taken everything the world has thrown at it in its stride: the fickleness of changing fashions, the fortunes of boom and recession, the revolving door of bull and bear markets. But it is no secret the Company got itself into trouble in the last few years. We tackled these issues head on at the end of 2019 and put together a transformation strategy to turn the Company around. As we began to put the plan in place, the challenges the Company faced were intensified by the onset of the pandemic. Since the end of March last year, it has felt like a ride on a rollercoaster that is still being built, as we hurtle towards the next gravity-defying loop. It has made what would have been a difficult year for Ted Baker far more challenging. Yet we have kept a collective level head and found a way through, ending this terribly challenging year with a grip on the business and a clear transformation strategy in motion. And, despite the difficult trading conditions, with much to celebrate and look forward to with a refinanced business, we have an exciting new vision for our product which takes the best of Ted Baker into the future, and an enduring love of the brand by our customers. Read on as CEO Rachel Osborne tells the story of our year and our plans for the future. Ted Baker plc Annual Report and Accounts 2021 1 Rewriting the script: transforming a business in a global pandemic Quite simply, we began the year in a weak operational and financial position. In March, the pandemic amplified some of these weaknesses and has had a very obvious impact on our financial results. But, thanks to the combined efforts of the management team and team members, we faced up to the challenges and took action quickly. It started with the successful sale and lease back of our London head office, the Ugly Brown Building, and continued with a bank refinancing and an equity raise which, thanks to the continued support and belief of our shareholders, was hugely successful. Chief Executive’s review Executive’s Chief Rachel Osborne Rachel Chief Executive OfficerChief “ ...thanks to the combined efforts of the management team and team members, we faced up to the challenges and took action quickly.” 2 Ted Baker plc Annual Report and Accounts 2021 Our London head office, the Ugly Brown Building STRATEGIC REPORT The ongoing support of lenders and our suppliers was TURNING CRISIS TO OUR ADVANTAGE invaluable. As a result, the Group is in a strong cash There is no doubt that the pandemic caught the world position thanks to our refinancing efforts and intensive unprepared. The negative impact on trading from three approach to cash management, which has given us the lockdowns has affected just about every bricks-and-mortar time to focus on the key issues facing the brand and retailer in the world. We were also hampered by product that, with its focus on formal and occasionwear rather than the business. casual and leisurewear, was hit hardest by lockdown, particularly in the important festive trading season. Like many global lifestyle brands with a strong physical store presence, the financial story of our year The easing of restrictions gave little respite, with our city centres empty and tourists virtually non-existent. Add in the challenges of doesn’t make for easy reading, but I believe we are in heavy discounting online across global markets and inevitably a far stronger position today than we were 12 months margins are down, and our figures tell a frustrating trading story ago. The brand’s health is strong – we have fixed our that belies the progress we have made with our transformation foundations and hit the FY21 key performance strategy. Here is an overview: indicators of our transformation strategy despite the Group revenue was down year-on-year by 44.2%.1 pandemic. We have a new corporate mission to be the With stores closed through lockdowns and some permanent most engaging British lifestyle brand, which acts as closures where we could not reach acceptable commercial our compass to take the Group forward over the next lease agreements with landlords, our reported retail sales decreased 42.2%, reflecting the reductions in footfall. few years, supported by our values – being authentic, curious, courageous, inclusive and kind. We have Wholesale and licence revenue decreased by 48.7%. This is a result of cautious ordering from store-based trustees also developed a new brand purpose that builds since the beginning of the pandemic; Brexit-related shipping on Ted Baker’s past and brings it up to date delays; and declines in certain product categories, particularly for today’s customers. in formalwear and luggage. Ted Baker operated eCommerce sales increased by 30.2%, and in the year we enhanced payment methods, improved trading mechanics and increased investment in digital media. Group eCommerce sales, which includes our partners, increased 22.0% and represented 57.0% of total retail sales “ We exist to create and ( F Y2 0 : 2 7. 0 %). celebrate the unexpected 1 Current year is a 53-week period to 30 January 2021 compared to in the everyday.” a 52-week period to 25 January 2020. Ted Baker plc Annual Report and Accounts 2021 3 Ted Baker at a glance As in any year, the headline numbers don’t tell the full story of what we have achieved. These pages give a more rounded picture of what has happened in Ted Baker over the last year. Chief Executive’s review continued review Executive’s Chief Sales -44.2% £352m Underlying loss before tax £(59.2)m Loss before tax -38.8% £(10 7. 7 )m Underlying gross profit margin -140bps 54.2% Sales by region 3 Our Spring/Summer ’21 collection ’21 Spring/Summer Our Ted Baker this season is a bolt of colour and print, mixed with heritage Hues fabrics. textured and detailing of soft natural tones are matched with event proportions in dramatic of pops dressing and versatile daywear. New important an are scaled-up florals step towards the future design contrasting with play we and direction micro designs as well as modern references. urban with wear casual Menswear takes note of the modern dress codes of new work wear and smart deconstructed softer casualwear with elements of lux sport attire. wedding and guest new and on build to Accessories continues seasonal fun accessories and travel styles detailing. and 2 1 1 UK & Europe 70.1% 2 North America 29.2% 3 Rest of the World 0.7% 4 Ted Baker plc Annual Report and Accounts 2021 Team members 2,158 Gender breakdown 2 STRATEGIC 1 eCommerce sales £144.9m 1 Female 1,506 (69.8%) 2 Male 652 (30.2%) REPORT Total 2,158 Increase in eCommerce eCommerce mix of retail sales 22.0% 57.0% Own stores 84 Concessions 269 Sales by channel 3 2 Outlets Net cash at year end 33 1 £66.7m 1 Retail 72.3% 2 Wholesale 24.2% 3 Licensing 3.5% Ted Baker plc Annual Report and Accounts 2021 5 Brexit added to our challenges – we’re now expecting £5 million of incremental costs associated with the deal agreed by the UK government. These figures reflect extra duty costs, “ With the balance sheet after the mitigation of our new customs warehouse capability, which is now up and running. in good shape, we are However, the good news is that our underlying financial position at the end of the year is considerably better than we confident our three-year expected in the middle of the year. Figures from our China joint transformation strategy venture market, which are ahead of the UK, Europe and US Chief Executive’s review continued review Executive’s Chief in coming out of lockdown, are encouraging for what the future and our financial targets may hold for Ted Baker. Our China, Hong Kong and Macau joint venture had full year sales growth of 6% (with growth will generate good of 32% in mainland China) across stores and online channels, as the region emerges from Covid-19 restrictions. shareholder value Our net available liquidity at year end (30 January 2021) in the medium term.” was £199.5 million, including £66.7 million in cash and £132.8 million of bank facilities. This is ahead of our With the balance sheet in good shape, we are confident that expectations and in spite of the impact of the third UK lockdown.