TED BAKER PLC COMPANY NUMBER: 03393836 ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE 52 WEEKS ENDED 25 JANUARY 2020 1 Contents Page Strategic Report 3 - 47 Chair’s Statement 3 Our Purpose, Goal and Strategy 7 Chief Executive Officer’s Statement 10 Non-Financial Information 15 Key Performance Indicators 16 Business Model and Financial Review 18 Ethics and Sustainability 27 Our People 33 Principal Risks and Uncertainties 36 Governance 48 - 99 Directors’ Report 49 Corporate Governance Statement 50 Audit & Risk Committee Report 57 Nomination Committee Report 62 Directors’ Remuneration Report 67 Other Statutory and Regulatory Disclosures 95 Statement of Directors’ Responsibilities 99 Independent Auditor’s Report to the Members of Ted Baker Plc 100 Financial Statements 112 - 168 Group and Company Primary Financial Statements 112 - 120 Notes to the Financial Statements 121 Five Year Summary 169 Appendix – Alternative Performance Measures (unaudited) 170 Registered Office: The Ugly Brown Building, 6a St. Pancras Way, London NW1 0TB Company Secretary: Peter Hearsey-Zoubie Financial Advisers and Sponsor: Liberum Capital Limited, 25 Ropemaker St, London EC2Y 9LY Goldman Sachs International, Peterborough Court, 133 Fleet St, London, EC4A 2BB Auditors: KPMG LLP, 15 Canada Square, Canary Wharf, London E14 5GL Bankers: Barclays Bank Plc, 1 Churchill Place, London E14 5HP The Royal Bank of Scotland Plc, 62-63 Threadneedle Street, London EC2R 8LA HSBC Bank Plc, 8 Canada Square, Canary Wharf, London E14 5HQ BBVA, S. A., One Canada Square, 44th Floor, Canary Wharf, London, E14 5AA Registrars: Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU Ted Baker Plc - Registered in England No: 03393836 1 Cautionary statement regarding forward-looking statements This document contains certain forward-looking statements. These forward-looking statements include matters that are not historical facts and are statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies, and the industries in which the Company operates. Forward-looking statements are based on the information available to the Directors at the time of preparation of this document and will not be updated during the year. The Directors can give no assurance that these expectations will prove to be correct. Due to inherent uncertainties, including both economic and business risk factors underlying such forward-looking information, actual results may differ materially from those expressed or implied by these forward-looking statements. 2 of 171 Strategic Report Chair’s Statement Introduction In Financial Year 2020 (FY20) the Group’s performance was impacted by very difficult trading conditions throughout the period, amplified by heightened levels of consumer uncertainty across many of its global markets. The external retail market has presented, and continues to present, unprecedented trading conditions, digital disruption, changing customer behaviour and demand and intense pressures on retail which has led to a dramatic increase in promotional activity and an intense level of discounting. In 2019, these pressures were exacerbated in the UK by the significant impact on consumer sentiment and spending from Brexit and political uncertainty. Consequently, several of the Group’s distribution channels have witnessed declining sales, while a number of important product segments, including formalwear and women’s occasion wear, have experienced falling demand. The Group has also faced some difficult internal issues in the last year. As previously announced, the Group experienced some challenges with its 2019 Spring/Summer collections and trading over November 2019 and the Black Friday period was below expectations, with lower than anticipated margins and sell through. In addition, the store estate underperformed driven by sales pressure and high costs, with continued high cost store expansion. The Group was also negatively impacted by high working capital driven by a three-year stock cycle that is no longer relevant in a fast-moving fashion market. The Group also experienced high levels of operating expenditure and operating expenditure growth across the business as a result of a failure to properly control costs and increase the share of eCommerce. The Group’s free cash flow diminished as a result of continued high levels of dividend and significant capital expenditure spend despite lower EBITDA1. In addition, several members of the Group’s senior management left the Group. As a result of the Group’s weaker financial performance, the Group was required to revise down guidance for FY20 first in June 2019 and again in December 2019. The Directors expect trading conditions to be difficult for some time, especially in light of the significant challenges presented by the coronavirus. The business was refinanced in September 2019 with a £180 million Revolving Credit Facility maturing in September 2022. However, the soft trading performance through the weeks including Black Friday meant our full year outlook deteriorated to a point where we had to provide a second update to the market on 11 December 2020 on our guidance on underlying profit before tax (PBT). The weaker trading put pressure on cash flow and EBITDA1 performance and our revised view in December 2019 was that the covenants agreed only a few months previously may not be met, and we were facing medium term liquidity issues. As a result, we immediately engaged our banking partners to look at ways we may start to recapitalise the business and, as a result of these issues we instigated a strategic asset review and a re-financing of our business. We actively pursued the sale and leaseback of our Head Office property, the Ugly Brown Building, to de-risk our Balance Sheet and this, combined with the additional short term borrowings which were subsequently announced, provided the Group with much needed liquidity to ensure the Group’s immediate survival, enabling the Group to continue to work on a transformation strategy and design a way to correct the capital structure of the Group and to target a balance sheet that will allow the Group to deliver profitable growth. As we look towards Financial Year 2021 (FY21), and facing additional challenges arising from COVID-19, we do so from the perspective of already having outlined a significant number of necessary and positive changes for the business. We have completed our root and branch review of the business and we have a transformation strategy in action. We have new leadership under Rachel Osborne, our recently appointed Chief Executive Officer (CEO) and we have a refreshed leadership team in place. We are focussed on what we need to do to ensure the viability of Ted Baker Plc as a going concern and we must thank our banking partners and other stakeholders for their support and co-operation in helping us to find a successful way through these issues. We are focussed on positioning the Group to participate in a retail market place that will evolve rapidly as consumer habits change either because of the continued move to online sales, the requirement to address sustainability of resources used in our industry or through the changing habits we may witness from COVID-19. We will build on the brand strength of Ted Baker and, working collaboratively with our colleagues and suppliers, put our business in a position to return to profitable growth in the future. A deeply challenging external retail environment impacting trading The external Retail market has, and continues, to present unprecedented trading conditions; digital disruption, changing customer behaviour and demand, and intense pressures on physical retailing. All of this has led to a dramatic increase in promotional activity and the most intense level of discounting seen in well over a decade. As mentioned above, in 2019 these pressures were exacerbated in the UK by the significant impact on consumer sentiment and spending from Brexit and political uncertainty. Consequently, several of the Group’s distribution channels have witnessed declining sales, whilst a number of important product segments namely formalwear and women’s occasion wear have experienced falling demand. Internal disruption and investigations In addition to an array of external pressures on the business, we have also faced difficult internal issues in the last year. 3 of 171 The Board instigated two much-publicised independent reviews in FY20. Not only were both investigations entirely necessary, they provided the Board with valuable insights upon which we have acted as required. The first looked into allegations of misconduct by our former CEO, Mr Ray Kelvin, which resulted in the Board accepting Mr Kelvin’s resignation from the Company in March 2019. The outcome of the investigation provided the Board with a wide-ranging review of our People policies, procedures and handling of HR-related complaints. This review produced a significant piece of work called Programme 15, a range of policy and process changes which has consequently provoked a healthy, productive dialogue with our teams and has enabled us to move forward in a more collaborative, consultative way. You can read more about the impact Programme 15 has had on our organisation in the Our People section on page 33. The second investigation was launched following the discovery of a significant overstatement of inventory. In December 2019, the Group identified that the value of inventory held on its balance sheet at that time had been overstated following an internal review. As a result of these findings, the Group engaged Deloitte LLP (Deloitte) to undertake an independent review of this issue. In January 2020, the Group announced that the independent review had found that the Group’s inventories, as reported at the end of FY19, were overstated by £58 million. Following the conclusion of Deloitte’s review and the completion of the year-end process and audit, the Group has restated the balance of inventory at 26 January 2019 from £225.8 million to £205.6 million, a £20.2 million restatement.