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BOO Boohoo Group Plc

34.20
0.18 (0.53%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Boohoo Group Plc LSE:BOO London Ordinary Share JE00BG6L7297 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.18 0.53% 34.20 34.16 34.28 34.82 33.56 34.08 5,246,419 16:35:15
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Womens Hosiery, Except Socks 1.77B -75.6M -0.0596 -5.73 433.3M

boohoo.com plc Final Results (3240D)

26/04/2017 7:00am

UK Regulatory


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TIDMBOO

RNS Number : 3240D

boohoo.com plc

26 April 2017

For Immediate Release 26 April 2017

boohoo.com plc - final results for the year ended 28 February 2017

"Leading the fashion eCommerce market"

 
 GBP000                 Year ended 28 February   Year ended 29 February   Change 
                         2017                     2016 
---------------------  -----------------------  -----------------------  --------- 
 Revenue                294,635                  195,394                  +51% 
 Gross profit           160,829                  112,911                  +42% 
  Gross margin          54.6%                    57.8%                    -320bps 
 Operating profit       30,308                   15,046                   +101% 
 Adjusted EBITDA(1)     35,563                   18,711                   +90% 
 Profit before tax      30,945                   15,674                   +97% 
 
 Net cash(2) at year 
  end                   58,420                   58,281                   +GBP0.1m 
 Basic earnings per 
  share                 2.19p                    1.11p                    +97% 
 
 

(1): Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, share-based payment charges and option gain on PrettyLittleThing acquisition.

(2) Net cash is cash less borrowings.

Financial Highlights

Group

   --     Revenue GBP294.6 million (2016: GBP195.4 million) 
   --     Gross margin 54.6% (2016: 57.8%) 
   --     Adjusted EBITDA GBP35.6 million, 12.1% of revenue (2016: GBP18.7 million, 9.6%) 
   --     Profit before tax GBP30.9 million (2016: GBP15.7 million) 

-- Strong balance sheet with net cash of GBP58.4 million (2016: GBP58.3 million), after capital expenditure and acquisition of Nasty Gal

boohoo

   --     Revenue GBP283.4 million, up 45% (44% CER(1) ) 

o UK up 33%, rest of Europe up 50% (44% CER), USA up 140% (119% CER), rest of world up 40% (42% CER)

o 39% (2016: 33%) of revenue is generated outside the UK

-- Gross margin 54.5%, down 330bps, driven by planned investments in the customer proposition (retail gross margin 56.1% (2016: 58.8%))

PrettyLittleThing

Results from 3 January 2017:

   --     Revenue GBP11.2 million 
   --     Strong growth of revenue and active customers 
   --     Gross margin 57.5% 

Operational Highlights

Group

   --     Acquisition of majority interest in PrettyLittleThing on 3 January 2017 
   --     Acquisition of the intellectual property of Nasty Gal on 28 February 2017 
   --     Warehouse extension completed and in use 

boohoo

   --     5.2 million active customers(2) , up 29% on prior year 

-- UK, USA and Australian apps launched and responsive websites introduced for European sites, improving mobile and tablet offering (now 70% of sessions)

   --     USA, Ireland and Europe websites migrated to new platform 
   --     International growth accelerated through focus on key markets 
   --     Expansion of product range driving growth and brand appeal 

PrettyLittleThing

   --     Acquisition of majority interest, results incorporating two months of profitable trading 
   --     1.3 million active customers 
   --     Investment in new offices and upgraded systems 
   --     Increasing international exposure 
   --     Building a successful team to support rapid growth 

(1): CER designates Constant Exchange Rate translation of foreign currency revenue.

(2): Active customers defined as having shopped in the last year.

Mahmud Kamani and Carol Kane, joint CEOs, commented:

"It has been a momentous year for us, with strong results and the acquisitions of PrettyLittleThing on 3 January 2017 and the Nasty Gal brand on 28 February 2017. Both brands have huge potential and the acquisitions represent a step change in the size, structure and operation of the group. We are confident that our expertise combined with the strength and following of our new complementary brands will greatly enhance the group's future growth and profitability.

The boohoo brand has achieved outstanding revenue growth and increased profitability margins during the year. We continued to grow strongly in the UK, our largest market, whilst international growth exceeded our expectations, particularly in the USA. Our customer proposition is proving consistently appealing.

PrettyLittleThing showed strong revenue growth in two months' of profitable trading since acquisition.

This year has also seen some major capital and infrastructure expenditure. We invested in a large warehouse extension and additional office space to provide for our planned further growth and we have secured planning permission for the next stage of the warehouse expansion. We have also invested in a new website platform for boohoo, which has brought many improvements, including website flexibility and response times.

Trading in the first few weeks of the 2018 financial year has made a promising start and we are excited about the prospects of our development into a multi-branded business. We expect group revenue growth approaching 50%(3) over 2017, which includes growth from the recent acquisitions, and a group EBITDA margin of approximately 10%."

(3) Revenue growth from the boohoo brand is expected to be approximately 25% year on year. Revenue growth from the PrettyLittleThing brand is expected to be approximately 35% above the 12 month revenue to 28 February 2017 of GBP55 million. The balance of the growth to approaching 50% will come from the Nasty Gal brand.

Investor and Analyst Meeting

A meeting for analysts will be held today at the office of Buchanan, 107 Cheapside, London, EC2V 6DN commencing at 9.30am. boohoo.com plc's results 2017 are available at www.boohooplc.com.

A live audio webcast will be available at 9.30am via the following link: http://vm.buchanan.uk.com/2017/boohoo260417/registration.htm

A replay will subsequently be available from 12 noon via the same link.

Enquiries

 
 boohoo.com plc                               Tel: +44 (0)161 233 2050 
  Neil Catto, Chief Financial Officer          Tel: +44 (0)7748 171236 
  Clara Melia, Investor Relations 
 Zeus Capital - Nominated adviser and         Tel: +44 (0)161 831 1512 
  joint broker                                 Tel: +44 (0)20 3829 5000 
  Nick Cowles/Andrew Jones (Corporate 
  Finance) 
  John Goold/Benjamin Robertson (Corporate 
  Broking) 
 Jefferies Hoare Govett - Joint broker        Tel: +44 (0)20 7029 8000 
  Nick Adams/Max Jones 
 Buchanan - Financial PR adviser             Tel: +44 (0)20 7466 5000 
  Richard Oldworth/Madeleine Seacombe/        boohoo@buchanan.uk.com 
  Jane Glover 
 

About boohoo.com plc

"Leading the fashion eCommerce market"

Founded in Manchester in 2006, the group started life as boohoo.com, an inclusive and innovative brand targeting young, value-orientated customers. For over 10 years, boohoo has been pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7. boohoo has grown rapidly in the UK and internationally, expanding its offering with range extensions into menswear and children's wear, through boohooMAN and boohooKIDS.

In early 2017 the Group has extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing, and free-thinking brand Nasty Gal. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at unbeatable prices. This investment proposition has helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 30-year-olds around the world. Today the Boohoo Group sells to over 6 million customers in almost every country in the world.

This announcement has been determined to contain inside information.

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

"Revenue growth across all brands was robust, whilst margins increased, leading to a doubling of profit before tax."

Overview

Group revenue for the year increased to GBP294.6 million, an increase of 51% (49% CER) on the previous year. Revenue includes two months of trading from PrettyLittleThing, of which a 66% interest was acquired on 3 January 2017, with revenues amounting to GBP11.2 million.

Adjusted EBITDA was GBP35.6 million (2016: GBP18.7 million), an increase of 90% on the prior year with overhead efficiencies leading to an improvement in adjusted EBITDA margins to 12.1% (2016: 9.6%). Profit before tax was GBP30.9 million (2016: GBP15.7 million), an increase of 97%.

Earnings per share rose to 2.19p, an increase of 97% (2016: 1.11p).

During the year boohoo and PrettyLittleThing both performed extremely well in the UK and overseas and we are very encouraged by the prospects of rapid growth in our key markets. The performance of each brand is discussed in more detail below.

boohoo, PrettyLittleThing and, from the 2018 financial year onwards, Nasty Gal will operate independently of each other from a brand perspective, with separate management teams and a distinct customer proposition, whilst leveraging the over-arching benefits of the group and shared service functions.

The company has an option to buy the non-controlling interest of 34% of the share capital of PrettyLittleThing.com Limited on 14 March 2022 for market value or less, subject to performance criteria.

boohoo

Performance

Revenue for the year increased to GBP283.4 million, up 45% (44% CER) on the previous year.

Growth in the UK, our largest market, was 33%, with revenue reaching GBP173.2 million.

In overseas markets, our growth has been very robust. In the USA, growth was 140% (119% CER) and revenue was GBP39.6 million, driven by our successful customer proposition and the cumulative benefits of effective marketing to grow the customer base. Growth in the rest of Europe was 50% (44% CER) and in the rest of the world was 40% (42% CER).

Additional breadth in the product range has contributed to revenue growth, with several new product categories introduced in the year. A key focus during the year has been on the efficiency of marketing and overheads, which have been reduced as a percentage of revenue.

Fashion

Our aim is to offer the customer the best prices and the widest choice in fashion. We stock over 29,000 styles and keep this offering fresh and up-to-date with the very latest fashion trends with over 100 new styles arriving each week. Our test-and-repeat model reduces stock holding risk, whilst rapid response enables us to reorder strong selling lines to quickly satisfy demand.

The performance of core womenswear ranges of dresses, tops, jackets and footwear has continued to be strong, whilst our continually expanding ranges have generated robust revenue growth: plus-size and petite have grown strongly and attained a high level of revenue and the more recently-introduced tall and lingerie ranges have made a very promising start.

The "Stylefix" section of the website is the place where female customers can enjoy keeping up with fashion trends through highly engaging lifestyle content. Customers can get fashion tips, watch videos and read interesting articles by bloggers as well as contributing to the site themselves.

Menswear sales have doubled over the previous year as the product range has expanded and the launch of the separate boohooMAN website earlier in the year helped better focus the proposition on a male audience. The boohooMAN site has an appealing fashion and lifestyle section, the MANual, which further enriches the shopping experience.

In the second half of the year we introduced boohooKIDS, a range of children's clothing for girls and boys in the 5 to 12 age range, which was highly successful. We also introduced a small maternity range. We plan to build on the early success of these ranges in 2017.

Marketing

Our highly successful "WeAreUs" campaigns continue to promote brand visibility across TV, traditional media, events and social media channels. The campaigns have become synonymous with the brand and continue to contribute to attract new customers whilst also ensuring existing customers are constantly engaged with the brand. We continue to make use of social media platforms for marketing and our campaigns are used alongside the ongoing blogger, influencer and ambassador outreach. This delivers bespoke user-generated content, promoting the brand and the latest products on both boohoo and third party influencer channels. The influencer community continues to play an integral part in our marketing efforts and we have worked with hundreds of bloggers and influencers across our key geographic markets in the last twelve months.

boohoo contributors and student ambassador programmes complement the ongoing outreach, helping us to develop new talent in the ever-changing influencer landscape. Contributors and ambassadors deliver evergreen content which is published across both boohoo's and their own social channels as well as our consumer facing online magazine 'The Fix'.

Our work with celebrities, developing fashion collaborations and staging of events, has supported our growth and helped us reach a large audience. International curve model and blogger Jordyn Woods, worked with us on a collaboration in the summer and the launch party for her range in Los Angeles attracted many "A list" celebrities and influencers. Pop-up stores were set up in both Paris and Los Angeles to promote the boohoo brand amongst students. Our US efforts have been supported by #boohooontheroad, a cross-country road tour showcasing the boohoo brand to students on spring break. This took place in six cities and finished at the world famous music festival, Coachella. The brand offering has expanded with the introduction of boohooKIDS and maternity. We sponsored Graduate Fashion Week in the UK and staged a number of media events, which further increased awareness of the brand.

The boohooMAN.com website was launched in March 2016, with celebrities fronting promotional activity. This has contributed to an acceleration in menswear sales, supported by a continuously increasing product range and marketing activity focused on the young male audience. We have also undertaken a series of shoots with key influencers, who have global followings.

Through the use of advanced analytical tools and techniques, we have been able to target marketing activities more effectively. Customer surveys have also assisted in identifying efficient campaigns. Reaching new customers through social media is an integral part of our strategy that we have given special attention to in the last six months, which has seen our average weekly post reach on Facebook rise from seventy thousand to between fifteen and twenty million on average. With increased exposure globally on Facebook Live, Snapchat, Instagram and Instagram stories, this has contributed to both brand awareness and revenue growth.

Customer interaction

The number of active customers, who shopped with boohoo in the last 12 months, increased by 29% to 5.2 million and the number of website sessions grew by 21% to 249 million. Order frequency has risen by 3%, with customers placing an order with us, on average, 2.1 times in 12 months. Conversion rate to sale improved from 4.0% to 4.4% of sessions. On social media we have 4.4 million followers on Instagram, 3.1 million Facebook likes, 0.5 million followers on Twitter and 0.7 million views recorded on YouTube.

We have invested heavily in training and development of our customer services function to support the rapid growth of the business, with coaches providing constant support to advisers. We have also created first and second line teams, which allows more complex and time-consuming customer issues to be resolved by specialists. Live chat has been introduced on the website in response to requests via customer surveys and has been very well received. Increasingly customers prefer to use social media to contact us because of its convenience and we are proud that we typically respond to queries within one hour.

boohoo customers are able to choose from a range of delivery options, which we are constantly refining as new opportunities become available. We operate a midnight cut-off for next day delivery, Sunday delivery and collect+ returns in the UK. In the second half of the year we introduced boohoo Premier, which offers an unlimited next day delivery service in the UK for an annual fee, and has received a very favourable customer response.

Technology

Apps continue to grow in popularity for shopping on mobile devices, with mobile devices accounting for 70% of sessions (up from 66% last year). We will be launching more country-specific apps during 2017, following on from those already in use in our key UK, USA and Australian markets, which have achieved 2.2 million downloads to date. The existing app platform will also be upgraded, in line with our strategy of continually improving app functionality and customer experience.

In the second half of the year, the US and certain European websites were transferred to a new platform, delivering faster performance for the consumer as well as more systems flexibility. All other markets will be gradually transitioned to this platform in 2017, with the benefit of efficiency and cost savings upon completion.

New channels and changing trends are facilitated by our systems architecture, built around the concept of multiple customer channels supported with common infrastructure. Around this architecture, we will continue to make significant investments in the latest sophisticated and most stable platforms in 2017.

Warehouse

The warehouse was expanded by three more mezzanine floor layers, increasing capacity by another 275,000 square feet to 525,000 square feet total capacity, sufficient for medium term future growth. A second warehouse extension, which will incorporate a significant amount of automation, has received planning permission and building will commence in mid-2017.

We are investing in a substantial refurbishment and expansion of welfare facilities at the warehouse, which will include an enlarged new canteen, rest area and gym to be completed by summer 2017.

People

We made one additional senior management appointment during the year, that of supply chain director, following a number of senior appointments last year. We appointed a number of skilled middle-management positions and undertook several large-scale training and development programmes as part of our up-skilling and retention policy for staff development.

The rate of growth in revenue has required an increase in personnel in the volume-related functions in customer service and warehousing. The total permanent workforce now stands at 1,415, up from 1,015 at 29 February 2016.

PrettyLittleThing

Performance

PrettyLittleThing has contributed two months' revenue since the acquisition on 3 January 2017, amounting to GBP11.2 million. Revenue growth for these two months is 210% up on the same period last year and twelve month revenue growth was 264%.

Fashion

Our focus continues to be on further establishing the brand as a trend leader, selecting unique designs for the price-conscious consumer with a rapid reaction to fashion trends. We provide our consumers the hottest fashions delivered from a youthful and informal company culture for the social media generation. We are expanding our product range with additions in our shape ranges, plus size and petite and developing accessory ranges and beauty products.

Marketing

We see social media as the key to reaching our target consumers and have a diverse team of creatives who produce innovative video content for Facebook, YouTube and Instagram to engage with our audience. Stunningly-shot campaigns, beauty advice and fashion styling tips provide an abundance of irresistible content for young consumers, cementing our relationship as a fashion friend.

Customer interaction

Great customer service is our priority and we provide customers with the ability to contact us via a variety of social media channels, including WhatsApp. A French language website is planned for 2017, with local language support from customer services. A large range of delivery options are available to customers, including nominated day delivery, collect+ and an annual fee premier service in the UK. We have 0.8 million followers on Facebook, 0.3 million followers on Twitter, 1.5 million Instagram followers, 2.0 million YouTube views as well as a presence on several other social media channels.

Technology

We have android and iOS apps for the UK and will roll out an app for the US market in 2017. There has been significant investment and development in the IT architecture during the year and much planned for 2017, with some systems scheduled to move to cloud providers. The IT department has been substantially strengthened to enable us to meet the requirements of the growing business.

People

A great deal of effort has been put into recruiting a talented team during the year. The total permanent workforce now stands at 147.

Financial review

The group has achieved a strong performance with revenues and profits increasing in all territories.

Group revenue by brand

 
                         2017      2016   Change   Change 
                       GBP000    GBP000               CER 
-------------------  --------  --------  -------  ------- 
 boohoo               283,378   195,394     +45%     +44% 
 PrettyLittleThing     11,257         -        -        - 
                      294,635   195,394     +51%     +49% 
===================  ========  ========  =======  ======= 
 

The sales revenue above for PrettyLittleThing is for the two months to 28 February 2017. For comparative purposes, PrettyLittleThing's revenue for the twelve months to 28 February 2017 was GBP55.3 million (2016: GBP17.0 million).

Group revenue by geographical market

 
                      2017      2016   Change   Change 
                    GBP000    GBP000               CER 
----------------  --------  --------  -------  ------- 
 UK                181,981   130,096     +40%     +40% 
 Rest of Europe     34,735    22,630     +53%     +47% 
 USA                40,435    16,523    +145%    +124% 
 Rest of world      37,484    26,145     +43%     +45% 
----------------  --------  --------  -------  ------- 
                   294,635   195,394     +51%     +49% 
================  ========  ========  =======  ======= 
 

KPIs

boohoo

 
                                        2017          2016   Change 
 Active customers(1)             5.2 million   4.0 million     +29% 
 Number of orders               11.1 million   8.3 million     +33% 
 Order frequency(2)                     2.13          2.07      +3% 
 Conversion rate to sale (3)            4.4%          4.0%   +40bps 
 Average order value(4)             GBP37.76      GBP33.59   +12.4% 
 Number of items per basket             2.89          2.62   +10.3% 
-----------------------------  -------------  ------------  ------- 
 
   1.     Defined as having shopped in the last 12 months 
   2.     Defined as number of orders in last 12 months divided by number of active customers 
   3.     Defined as the percentage of orders taken to internet sessions 
   4.     Calculated as gross sales including sales tax divided by the number of orders 

Active customer numbers have increased by 29% compared to the previous 12 month period as we continue to grow our customer base and retain existing customers. Conversion rates have increased to 4.4%, supported by our attractive proposition. Average order value has risen by 12.4% to GBP37.76 driven by the number of items per basket increasing by 10.3% to 2.89 and by the greater proportion of international business, which has a higher average order value than the UK business.

PrettyLittleThing

 
                                   2 months     12 months     12 months   12 months' 
                                       2017          2017          2016       change 
 Active customers(1)            1.3 million   1.3 million   0.5 million        +138% 
 Number of orders               0.5 million   2.6 million   0.9 million        +176% 
 Order frequency(2)                     2.0           2.0           1.8         +11% 
 Conversion rate to sale (3)           3.7%          3.7%          3.1%       +60bps 
 Average order value(4)            GBP33.18      GBP34.36      GBP30.07       +14.2% 
 Number of items per basket            2.03          2.10          2.00        +5.0% 
-----------------------------  ------------  ------------  ------------  ----------- 
 

The data in the table above is calculated over the twelve month period for both years, in order to provide meaningful information, and for the two month period of ownership. Active customer numbers have increased by 138% compared to the previous 12 month period. Conversion rates continue to improve and have increased to 3.7%. Average order value has increased by 14.2% to GBP34.36 for the 12 month period and the number of items per basket has increased by 5.0% to 2.10.

Consolidated income statement

 
                                                                 2017       2016    Change 
                                                               GBP000     GBP000 
---------------------------------------------------------  ----------  ---------  -------- 
 Revenue                                                      294,635    195,394      +51% 
 Cost of sales                                              (133,806)   (82,483)      +62% 
---------------------------------------------------------  ----------  ---------  -------- 
 Gross profit                                                 160,829    112,911      +42% 
 Gross margin                                                   54.6%      57.8%   -320bps 
 
 Distribution costs                                          (66,849)   (45,501) 
 Administrative expenses                                     (68,534)   (53,756) 
 Other income                                                   4,862      1,392 
 Operating profit                                              30,308     15,046     +101% 
 
 Finance income                                                   637        628 
---------------------------------------------------------  ----------  ---------  -------- 
 Profit before tax                                             30,945     15,674      +97% 
=========================================================  ==========  =========  ======== 
 
 Adjusted EBITDA                                               35,563     18,711      +90% 
 
 Calculation of adjusted EBITDA 
 Operating profit                                              30,308     15,046 
 Depreciation and amortisation                                  4,765      3,058 
 Equity-settled share-based payment charge                      1,895        607 
 Gain on option to acquire PrettyLittleThing.com Limited      (1,405)          - 
 Adjusted EBITDA                                               35,563     18,711 
=========================================================  ==========  =========  ======== 
 

Gross margin reduced from 57.8% to 54.6%, primarily due to an increase in promotional activity, which has in turn increased sales growth.

Distribution costs have increased with revenue growth and remained broadly in line as a percentage of revenue. Administrative expenses, which include marketing expenses, have risen due to the combination of revenue growth and the building of our infrastructure to support the future business expansion but also decreased as a percentage of revenue.

The gain on the exercise of the option to acquire PrettyLittleThing.com Limited of GBP1.4 million arose because the consideration paid was less than the value of the assets acquired. A full analysis of the acquisition accounting is contained within note 12 of this financial information.

EBITDA (adjusted) increased by 90% from GBP18.7 million to GBP35.6 million and, as a percentage of revenue, increased from 9.6% to 12.1%, due to significant revenue growth allowing the cost base to be leveraged.

Taxation

The effective rate of tax for the year was 20.0% (2016: 20.6%), which is in line with the blended UK statutory rate of tax for the year of 20.0% (2016: 20.1%).

Earnings per share

Basic earnings per share increased by 97% from 1.11p to 2.19p.

Consolidated statement of financial position

 
                                               2017      2016 
                                             GBP000    GBP000 
---------------------------------------   ---------  -------- 
 Intangible assets                           35,446     4,542 
 Property, plant and equipment               32,019    21,426 
 Financial assets                               231        28 
 Deferred tax asset                           4,494       231 
----------------------------------------  ---------  -------- 
 Non-current assets                          72,190    26,227 
 
 Working capital                           (11,939)   (4,248) 
 Net financial assets                      (11,817)   (4,866) 
 Cash and cash equivalents                   70,330    58,281 
 Interest bearing loans and borrowings     (11,910)         - 
 Deferred tax liability                     (2,597)         - 
 Current tax liability                      (3,761)   (1,967) 
 Net assets                                 100,496    73,427 
========================================  =========  ======== 
 

Intangible assets have increased by GBP31.0 million due to the acquisition of PrettyLittleThing.com Limited (GBP14.9 million) and the intellectual property of Nasty Gal (GBP16.1 million). Property, plant and equipment has risen by GBP10.6 million due to warehouse and office investment.

Working capital has reduced primarily due to an increase in payables and accruals relating to our increased trading activity. The deferred tax liability relates to the acquisition of PrettyLittleThing.com Limited. Net assets have increased by GBP27.1 million (+37%).

Liquidity and financial resources

Free cash flow was GBP5.4 million compared to GBP6.5 million in the previous financial year. Capital expenditure was GBP30.7 million, which includes GBP16.1 million for the Nasty Gal intellectual property and GBP14.6 million investment in our warehouse and IT systems to support projected growth in trade. The acquisition of the Nasty Gal assets was funded by a five year loan of GBP11.9 million. The consideration paid for PrettyLittleThing.com Limited was GBP5.9m and the cash acquired was GBP6.6m. The closing cash balance for the group was GBP70.3 million.

 
 Consolidated cash flow statement 
                                                                          2017       2016 
                                                                        GBP000     GBP000 
-------------------------------------------------------  ------  -------------  --------- 
 
 Profit for the year                                                    24,661     12,438 
 
 Depreciation charges and amortisation                                   4,765      3,058 
 Share-based payments charge                                             1,895        607 
 Tax expense                                                             6,284      3,236 
 Finance income                                                          (637)      (628) 
 Increase in inventories                                              (11,925)    (7,481) 
 Increase in trade and other receivables                               (4,107)    (3,243) 
 Increase in trade and other payables                                   15,166     12,098 
 Capital expenditure and intangible 
  asset purchases                                                     (30,675)   (13,611) 
 Free cash flow                                                          5,427      6,474 
 
 Acquisition of 66% interest in PrettyLittleThing.com                      655          - 
  Limited (excess of cash acquired over consideration) 
 Gain on option to acquire PrettyLittleThing.com                       (1,405)          - 
  Limited 
 Purchase of own shares by Employee 
  Benefit Trust                                                              -      (331) 
 Proceeds from the issue of ordinary                                        54          - 
  shares 
 Finance income received                                                   614        619 
 Tax paid                                                              (5,206)    (2,627) 
 Proceeds from new loan                                                 11,910          - 
-------------------------------------------------------  ------  -------------  --------- 
 Net cash flow                                                          12,049      4,135 
 
 Cash and cash equivalents at beginning 
  of year                                                               58,281     54,146 
---------------------------------------------------------------  -------------  --------- 
 Cash and cash equivalents at end of 
  year                                                                  70,330     58,281 
===============================================================  =============  ========= 
 
 
 

Trends and factors likely to affect future performance

The market for online fashion is forecast to continue to grow and, along with the increasing use of the internet globally, provides a favourable backdrop for the group with much opportunity for further growth. Customers throughout the world are seeking a wide choice of quality products at value prices lower than those available on the high street with the convenience of home delivery. The group's target market of 16 to 30 year olds has a high propensity to spend on fashion and the market is resilient to external macroeconomic factors.

Outlook

The outlook for online fashion retail is very positive, with young consumers globally preferring the choice, price and convenience of online shopping. For us this creates a great opportunity to continue to expand our business operations across the globe. With the addition this year of two highly successful and attractive brands, we are building a robust business capable of meeting the demand and challenges in our sector.

We will continue to focus on delivering our winning strategy, refining and adapting our proposition as market conditions change and as new opportunities arise. Our focus will be to continue to develop key markets with the greatest growth potential, to invest in technology and deliver the most exciting products at great prices to consumers with excellent customer service.

Trading in the first few weeks of the 2018 financial year has made a promising start and we are excited about the prospects of our development into a multi-branded business. We expect group revenue growth approaching 50%(1) over 2017, which includes growth from the recent acquisitions, and a group EBITDA margin of approximately 10%."

(1) Revenue growth from the boohoo brand is expected to be approximately 25% year on year. Revenue growth from the PrettyLittleThing brand is expected to be approximately 35% above the 12 month revenue to 28 February 2017 of GBP55 million. The balance of the growth to approaching 50% will come from the Nasty Gal brand.

Consolidated statement of comprehensive income

for the year ended 28 February 2017

 
                                                 Note         2017       2016 
                                                            GBP000     GBP000 
-----------------------------------------------  -----  ----------  --------- 
Revenue                                            2       294,635    195,394 
Cost of sales                                            (133,806)   (82,483) 
-----------------------------------------------  -----  ----------  --------- 
Gross profit                                               160,829    112,911 
 
Distribution costs                                        (66,849)   (45,501) 
Administrative expenses                                   (68,534)   (53,756) 
Other income                                       3         4,862      1,392 
-----------------------------------------------  -----  ----------  --------- 
Operating profit                                            30,308     15,046 
 
Finance income                                     4           637        628 
-----------------------------------------------  -----  ----------  --------- 
Profit before tax                                  5        30,945     15,674 
 
Taxation                                           9       (6,284)    (3,236) 
 
Profit for the year                                         24,661     12,438 
===============================================  =====  ==========  ========= 
 
Profit for the year attributable to: 
Shareholders of the holding company                         24,458     12,438 
Non-controlling interest                                       203          - 
-----------------------------------------------  -----  ----------  --------- 
                                                            24,661     12,438 
===============================================  =====  ==========  ========= 
 
Total other comprehensive (expense)/income for the year, net of income 
 tax 
Net fair value loss on cash flow hedges 
 (1)                                                       (6,747)    (5,661) 
Total comprehensive income for the 
 year                                                       17,914      6,777 
===============================================  =====  ==========  ========= 
 
Total comprehensive income attributable 
 to: 
Shareholders of the holding company                         17,711      6,777 
Non-controlling interest                                       203          - 
-----------------------------------------------  -----  ----------  --------- 
                                                            17,914      6,777 
===============================================  =====  ==========  ========= 
 
Earnings per share                                 6 
Basic                                                        2.19p      1.11p 
Diluted                                                      2.16p      1.10p 
-----------------------------------------------  -----  ----------  --------- 
 

1. Net fair value gains on cash flow hedges will be reclassified to profit or loss during the two years to 28 February 2019.

Consolidated statement of financial position

at 28 February 2017

 
                                        Note       2017       2016 
                                                 GBP000     GBP000 
--------------------------------------  ----  ---------  --------- 
Assets 
Non-current assets 
Intangible assets                        10      35,446      4,542 
Property, plant and equipment            11      32,019     21,426 
Financial assets                         19         231         28 
Deferred tax                             13       4,494        231 
--------------------------------------  ----  ---------  --------- 
                                                 72,190     26,227 
Current assets 
Inventories                              14      34,170     18,669 
Trade and other receivables              15      11,944      7,096 
Financial assets                         19         489         35 
Cash and cash equivalents                        70,330     58,281 
Total current assets                            116,933     84,081 
 
Total assets                                    189,123    110,308 
 
Liabilities 
Current liabilities 
Trade and other payables                 16    (58,053)   (30,013) 
Interest bearing loans and borrowings    17     (2,382)          - 
Financial liabilities                    19    (10,229)    (4,291) 
Current tax liability                           (3,761)    (1,967) 
Total current liabilities                      (74,425)   (36,271) 
 
Non-current liabilities 
Interest bearing loans and borrowings    17     (9,528)          - 
Financial liabilities                    19     (2,077)      (610) 
Deferred tax                             13     (2,597)          - 
 
Total liabilities                              (88,627)   (36,881) 
 
Net assets                                      100,496     73,427 
======================================  ====  =========  ========= 
 
Equity 
Share capital                            18      11,233     11,233 
Share premium                                   551,720    551,666 
Capital redemption reserve                          100        100 
Hedging reserve                                (11,586)    (4,839) 
EBT reserve                                       (761)      (761) 
Translation reserve                                   5          1 
Reconstruction reserve                        (515,282)  (515,282) 
Non-controlling interest                          3,978          - 
Retained earnings                                61,089     31,309 
--------------------------------------  ----  ---------  --------- 
Total equity                                    100,496     73,427 
======================================  ====  =========  ========= 
 

Consolidated statement of changes in equity

 
                       Share    Share     Capital    Hedging      EBT  Transla-tion  Recon-struction  Non-controlling  Retained     Total 
                     capital  premium  redemption    reserve  reserve       reserve          reserve         interest  earnings    equity 
                                          reserve 
                      GBP000   GBP000      GBP000     GBP000   GBP000        GBP000           GBP000           GBP000    GBP000    GBP000 
-------------------  -------  -------  ----------  ---------  -------  ------------  ---------------  ---------------  --------  -------- 
Balance as at 1 
 March 2015           11,231  551,612         100        822    (430)             -        (515,282)                -    18,320    66,373 
Purchase of shares 
 by EBT                    -        -           -          -    (331)             -                -                -         -     (331) 
Share-based 
 payments credit           2       54           -          -        -             -                -                -       551       607 
Profit for the year        -        -           -          -        -             -                -                -    12,438    12,438 
Translation of 
 foreign operations        -        -           -          -        -             1                -                -         -         1 
Other comprehensive 
 expense                   -        -           -    (5,661)        -             -                -                -         -   (5,661) 
-------------------  -------  -------  ----------  ---------  -------  ------------  ---------------  ---------------  --------  -------- 
Balance at 29 
 February 2016        11,233  551,666         100    (4,839)    (761)             1        (515,282)                -    31,309    73,427 
 
Acquisition of 66% 
 interest in 
 PrettyLittleThing. 
 com Limited               -        -           -          -        -             -                -            3,775         -     3,775 
Issue of shares            -       54           -          -        -             -                -                -         -        54 
Share-based 
 payments credit           -        -           -          -        -             -                -                -     1,895     1,895 
Excess deferred tax 
 on share-based 
 payments                  -        -           -          -        -             -                -                -     3,427     3,427 
Profit for the year        -        -           -          -        -             -                -              203    24,458    24,661 
Translation of 
 foreign operations        -        -           -          -        -             4                -                -         -         4 
Other comprehensive 
 expense                   -        -           -    (6,747)        -             -                -                -         -   (6,747) 
Balance at 28 
 February 2017        11,233  551,720         100   (11,586)    (761)             5        (515,282)            3,978    61,089   100,496 
===================  =======  =======  ==========  =========  =======  ============  ===============  ===============  ========  ======== 
 
 

Consolidated cash flow statement

for the year ended 28 February 2017

 
                                                    Note      2017      2016 
                                                            GBP000    GBP000 
--------------------------------------------------  ----  --------  -------- 
Cash flows from operating activities 
Profit for the year                                         24,661    12,438 
Adjustments for: 
Share-based payments charge                                  1,895       607 
Depreciation charges and amortisation                        4,765     3,058 
Gain on sale of property, plant and equipment                    -       (2) 
Gain on option to acquire PrettyLittleThing.com 
 Limited                                                   (1,405)         - 
Finance income                                               (637)     (628) 
Tax expense                                                  6,284     3,236 
--------------------------------------------------  ----  --------  -------- 
                                                            35,563    18,709 
 
Increase in inventories                              14   (11,925)   (7,481) 
Increase in trade and other receivables              15    (4,107)   (3,243) 
Increase in trade and other payables                 16     15,166    12,098 
Cash generated from operations                              34,697    20,083 
 
Tax paid                                                   (5,206)   (2,627) 
Net cash generated from operating activities                29,491    17,456 
 
Cash flows from investing activities 
Acquisition of intangible assets                     10   (18,311)   (1,488) 
Acquisition of tangible property, plant 
 and equipment                                       11   (12,364)  (12,123) 
Proceeds from sale of property, plant 
 and equipment                                                   -         2 
Acquisition of 66% interest in PrettyLittleThing.com 
 Limited (excess of cash acquired over consideration)          655         - 
Finance income                                                 614       619 
Net cash used in investing activities                     (29,406)  (12,990) 
 
Cash flows from financing activities 
Purchase of own shares by EBT                                    -     (331) 
Proceeds from the issue of ordinary shares                      54         - 
Proceeds from new loan                                      11,910         - 
Net cash generated from/(used in) financing 
 activities                                                 11,964     (331) 
 
Increase in cash and cash equivalents                       12,049     4,135 
==================================================  ====  ========  ======== 
 
Cash and cash equivalents at beginning 
 of year                                                    58,281    54,146 
--------------------------------------------------  ----  --------  -------- 
Cash and cash equivalents at end of year                    70,330    58,281 
==================================================  ====  ========  ======== 
 

Notes to the financial statements

(forming part of the financial statements)

   1              Accounting policies 

General information

boohoo.com plc 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

This condensed consolidated financial information for the year ended 28 February 2017 has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards as adopted by the European Union ("Adopted IFRSs"), IFRS IC Interpretations and the Companies (Jersey) Law 1991.

The financial information contained in this preliminary announcement for the years ended 28 February 2017 and 29 February 2016 does not comprise the group's statutory financial statements within the meaning of Companies (Jersey) Law 1991. Statutory accounts for the year ended 28 February 2017 will be filed with the Jersey Companies Registry in due course. The auditors' report on the statutory accounts for each of the years ended 28 February 2017 and 29 February 2016 is unqualified, does not draw attention to any matters by way of emphasis and does not contain any statement under any matters that are required to be reported by exception under Companies (Jersey) Law 1991.

Going concern

The directors have reviewed the group's forecast and projections, including assumptions concerning capital expenditure and expenditure commitments and their impact on cash flows, and have a reasonable expectation that the group has adequate financial resources to continue its operations for the foreseeable future. For this reason they have continued to adopt the going concern basis in preparing the financial statements.

In preparing the preliminary announcement, the directors have also made reasonable and prudent judgements and estimates and prepared the preliminary announcement on the going concern basis. The preliminary announcement and management report contained herein give a true and fair view of the assets, liabilities, financial position and profit and loss of the group.

Changes to accounting standards

There have been no changes to accounting standards during the year which have had or are expected to have any significant impact on the group.

   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 has been determined to be the executive board and has determined that the primary segmental reporting format of the group for 2017 is by brand. This is based on the group's management and internal reporting structure, boohoo and PrettyLittleThing ["PLT"]. In 2016 the boohoo business was the only segment and that segment was analysed into geographical regions.

The executive board assesses the performance of each segment based on revenue and gross profit after distribution expenses, which excludes administrative expenses.

 
                               Year ended 28 February 2017 
                                 boohoo        PLT        Total 
                                 GBP000     GBP000       GBP000 
------------------------    -----------  ---------  ----------- 
Revenue                         283,378     11,257      294,635 
 
Cost of sales                 (129,026)    (4,780)    (133,806) 
--------------------------  -----------  ---------  ----------- 
Gross profit                    154,352      6,477      160,829 
 
Distribution costs             (64,375)    (2,474)     (66,849) 
--------------------------  -----------  ---------  ----------- 
Segment result                   89,977      4,003       93,980 
 
Administrative expenses               -          -     (68,534) 
Other income                          -          -        4,862 
--------------------------  -----------  ---------  ----------- 
Operating profit                      -          -       30,308 
 
Finance income                        -          -          637 
Profit before tax                     -          -       30,945 
==========================  ===========  =========  =========== 
 
                               Year ended 29 February 2016 
                                                       boohoo 
                                                       GBP000 
------------------------    -----------  ---------  --------- 
Revenue                                               195,394 
 
Cost of sales                                        (82,483) 
--------------------------  -----------  ---------  --------- 
Gross profit                                          112,911 
 
Distribution costs                                   (45,501) 
--------------------------  -----------  ---------  --------- 
Segment result                                         67,410 
 
Administrative expenses                              (53,756) 
Other income                                            1,392 
--------------------------  -----------  ---------  --------- 
Operating profit                                       15,046 
 
Finance income                                            628 
Profit before tax                                      15,674 
==========================  ===========  =========  ========= 
 

Revenue by geographic region

 
                     2017     2016 
                   GBP000   GBP000 
---------------   -------  ------- 
UK                181,981  130,096 
Rest of Europe     34,735   22,630 
USA                40,435   16,523 
Rest of world      37,484   26,145 
----------------  -------  ------- 
                  294,635  195,394 
 ===============  =======  ======= 
 
   3             Other income 
 
                                                             2017    2016 
                                                           GBP000  GBP000 
--------------------------------------------------------   ------  ------ 
Income from warehouse management services                   3,457   1,033 
Gift to group from director for benefit of employees            -     359 
Gain on option to acquire PrettyLittleThing.com Limited     1,405       - 
                                                            4,862   1,392 
 ========================================================  ======  ====== 
 
   4             Finance income 
 
                            2017    2016 
                          GBP000  GBP000 
-----------------------   ------  ------ 
Bank interest received       637     628 
 
   5              Profit before tax 
 
Profit before tax is stated after charging:       2017    2016 
                                                GBP000  GBP000 
----------------------------------------------  ------  ------ 
Operating lease rentals for buildings            1,060     712 
Depreciation of property, plant and equipment    2,488   1,551 
Amortisation of intangible assets                2,277   1,507 
----------------------------------------------  ------  ------ 
 
   6              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 profit 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.

 
                                                           2017            2016 
----------------------------------------------   --------------  -------------- 
 Weighted average shares in issue for basic 
  earnings per share                              1,118,177,098   1,118,429,548 
 Dilutive share options                              16,269,059      11,761,758 
-----------------------------------------------  --------------  -------------- 
 Weighted average shares in issue for diluted 
  earnings per share                              1,134,446,158   1,130,191,306 
===============================================  ==============  ============== 
 
 Earnings (GBP000)                                       24,458          12,438 
 Basic earnings per share                                 2.19p           1.11p 
-----------------------------------------------  --------------  -------------- 
 Diluted earnings per share                               2.16p           1.10p 
-----------------------------------------------  --------------  -------------- 
 
   7              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 
                        2017      2016 
---------------  -----------  -------- 
Administration           689       489 
Distribution             612       419 
---------------  -----------  -------- 
                       1,301       908 
===============  ===========  ======== 
 

The aggregate payroll costs of these persons were as follows:

 
                                               2017    2016 
                                             GBP000  GBP000 
-------------------------------------------  ------  ------ 
Wages and salaries                           31,567  23,461 
Social security costs                         2,897   2,224 
Pension costs                                   410     325 
Equity-settled share-based payment charges    1,895     607 
Cash-settled share-based payment charges      1,654       - 
-------------------------------------------  ------  ------ 
                                             38,423  26,617 
===========================================  ======  ====== 
 
   8              Directors' and key management compensation 
 
                                               2017    2016 
                                             GBP000  GBP000 
-------------------------------------------  ------  ------ 
Short-term employee benefits                  3,886   2,925 
Post-employment benefits                         86      65 
Equity-settled share-based payment charges       17     111 
Cash-settled share-based payment charges      1,120       - 
-------------------------------------------  ------  ------ 
                                              5,109   3,101 
===========================================  ======  ====== 
 

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

   9              Taxation 
 
                                                                                              2017    2016 
                                                                                            GBP000  GBP000 
------------------------------------------------------------------------------------------  ------  ------ 
Analysis of charge in year 
 
Current tax on income for the year                                                           7,126   3,423 
Adjustments in respect of prior year taxes                                                     (6)     (2) 
Deferred taxation                                                                            (836)   (185) 
Tax on profit on ordinary activities                                                         6,284   3,236 
==========================================================================================  ======  ====== 
 
            The total tax charge differs from the amount computed by applying the blended UK rate of 20.0% 
                             for the year (2016: 20.1%) to profit before tax as a result of the following: 
 
Profit on ordinary activities before tax                                                    30,945  15,674 
------------------------------------------------------------------------------------------  ------  ------ 
Profit before tax multiplied by the standard blended rate of corporation tax of the UK of 
 20.0% (2016: 20.1%)                                                                         6,189   3,148 
Effects of: 
Expenses not deductible for tax purposes                                                       246      14 
Income not subject to tax                                                                    (320)       - 
Adjustments in respect of prior year taxes                                                     (6)     (2) 
Overseas tax differentials                                                                       5       4 
Depreciation in excess of capital allowances                                                   170      72 
Tax on profit on ordinary activities                                                         6,284   3,236 
==========================================================================================  ======  ====== 
 

A change to reduce the main rate of corporation tax to 17% from 1 April 2020 was announced in the Chancellor's budget on 16 March 2016. Changes to reduce the UK corporation tax rate to 19% from 1 April 2017 and to 17% from 1 April 2020 had already been substantively enacted on 15 September 2016.

   10           Intangible assets 
 
                                Patents and licences   Trademarks   Customer lists   Computer software    Total 
                                              GBP000       GBP000           GBP000              GBP000   GBP000 
 Cost 
 Balance at 1 March 2015                         309            -                -               5,795    6,104 
 Additions                                         -            -                -               1,488    1,488 
 Disposals                                         -            -                -               (208)    (208) 
                               ---------------------  -----------  ---------------  ------------------  ------- 
 Balance at 29 February 2016                     309            -                -               7,075    7,384 
 
 On acquisition                                    -       10,000            4,800                 152   14,952 
 Additions                                         1       15,070            1,026               2,213   18,310 
 Disposals                                         -            -                -               (232)    (232) 
 Balance at 28 February 2017                     310       25,070            5,826               9,208   40,414 
=============================  =====================  ===========  ===============  ==================  ======= 
 
 Accumulated amortisation 
 Balance at 1 March 2015                         118            -                -               1,425    1,543 
 Amortisation for year                            31            -                -               1,476    1,507 
 Disposals                                         -            -                -               (208)    (208) 
                               ---------------------  -----------  ---------------  ------------------  ------- 
 Balance at 29 February 2016                     149            -                -               2,693    2,842 
 
 On acquisition                                    -            -                -                  81       81 
 Amortisation for year                            31          167              267               1,812    2,277 
 Disposals                                         -            -                -               (232)    (232) 
 Balance at 28 February 2017                     180          167              267               4,354    4,968 
=============================  =====================  ===========  ===============  ==================  ======= 
 
 Net book value 
 At 28 February 2015                             191            -                -               4,370    4,561 
 At 29 February 2016                             160            -                -               4,382    4,542 
                               ---------------------  -----------  ---------------  ------------------  ------- 
 At 28 February 2017                             130       24,903            5,559               4,854   35,446 
=============================  =====================  ===========  ===============  ==================  ======= 
 

The costs and accumulated depreciation of trademarks and customer lists on acquisition represent those of PrettyLittleThing.com Limited (note 12) and the costs of trademarks and customer lists additions represent those of Nasty Gal.

   11           Property, plant and equipment 
 
                                  Short        Fixtures     Computer       Motor       Land &     Total 
                              leasehold    and fittings    equipment    vehicles    buildings 
                                 GBP000          GBP000       GBP000      GBP000       GBP000    GBP000 
--------------------------  -----------  --------------  -----------  ----------  -----------  -------- 
 Cost 
 Balance at 1 March 
  2015                              643           3,323        1,311          91        7,677    13,045 
 Additions                          123           6,201          285          22        5,492    12,123 
 Disposals                            -            (26)         (31)           -            -      (57) 
 Balance at 29 February 
  2016                              766           9,498        1,565         113       13,169    25,111 
 
 On acquisition                     409             157          401          27            -       994 
 Additions                          172           6,631          689         145        4,727    12,364 
 Disposals                        (226)           (681)        (171)           -            -   (1,078) 
 Balance at 28 February 
  2017                            1,121          15,605        2,484         285       17,896    37,391 
 
 Accumulated depreciation 
 Balance at 1 March 
  2015                              363           1,022          571          30          205     2,191 
 Depreciation charge 
  for the year                      116             819          454          21          141     1,551 
 Disposals                            -            (26)         (31)           -            -      (57) 
                            -----------  --------------  -----------  ----------  -----------  -------- 
 Balance at 29 February 
  2016                              479           1,815          994          51          346     3,685 
 
 On acquisition                      66              30          176           5            -       277 
 Depreciation charge 
  for the year                      118           1,538          512          66          254     2,488 
 Disposals                        (226)           (681)        (171)           -            -   (1,078) 
 Balance at 28 February 
  2017                              437           2,702        1,511         122          600     5,372 
==========================  ===========  ==============  ===========  ==========  ===========  ======== 
 
 Net book value 
 At 28 February 2015                280           2,301          740          61        7,472    10,854 
 At 29 February 2016                287           7,683          571          62       12,823    21,426 
                            -----------  --------------  -----------  ----------  -----------  -------- 
 At 28 February 2017                684          12,903          973         163       17,296    32,019 
==========================  ===========  ==============  ===========  ==========  ===========  ======== 
 

The costs and accumulated depreciation on acquisition represent those of PrettyLittleThing.com Limited (note 12).

   12           Investments 

The subsidiaries held and consolidated in these financial statements are set out below:

 
 Name of company         Principal activity       Country of              Address                 Percentage ownership 
                                                  incorporation 
----------------------  -----------------------  ----------------------  ----------------------  --------------------- 
                                                                          Wellington Mill, 
 PrettyLittleThing.com   Internet fashion                                  Pollard Street East, 
  Limited                 retail                  UK                       Manchester                     66% 
                                                                          Wellington Mill, 
 21Three Trading                                                           Pollard Street East, 
  Company Limited        Dormant company          UK                       Manchester                     66% 
                                                                          12 Castle St, St 
 ABK Limited             Holding company          Jersey                   Helier, Jersey                 100% 
                                                                          49-51 Dale St, 
 boohoo.com UK Limited   Trading company          UK                       Manchester                     100% 
                                                                          49-51 Dale St, 
 Nasty Gal Limited       Trading company          UK                       Manchester                     100% 
                                                                          49-51 Dale St, 
 Boo Who Limited         Dormant company          UK                       Manchester                     100% 
 boohoo.com USA                                                           49-51 Dale St, 
  Limited                Dormant company          UK                       Manchester                     100% 
                                                                          3 West 13th Street, 
 boohoo.com USA Inc      Marketing office         USA                      New York                       100% 
 boohoo.com Australia                                                     468 St Kilda Road, 
  Pty Ltd                Marketing office         Australia                Melbourne                      100% 
 Shanghai Wasabi Frog                                                     49-51 Dale St, 
  Boohoo Ltd             Dormant company          China                    Manchester                     100% 
----------------------  -----------------------  ----------------------  ----------------------  --------------------- 
 

The company acquired a 66% interest in PrettyLittleThing.com Limited ["PLT"] (formerly 21Three Clothing Company Limited) on 3 January 2017. The consideration was GBP5.9 million, being GBP3.3 million plus 'cash less debt' of GBP2.6 million, payable in cash.

PLT is an on-line retailer of women's clothing, shoes and accessories. The directors considered that the acquisition of a complementary brand with differentiated product diversifies risk and adds market share in the rapidly expanding global on-line clothing market.

The fair value assets and liabilities on the acquisition date were as follows:

 
 
                                                 GBP000 
--------------------------------------------   -------- 
Fixed assets 
Intangible assets - trademark                    10,000 
Intangible assets - customer lists                4,800 
Tangible fixed assets                               787 
Deferred tax asset                                  206 
---------------------------------------------  -------- 
                                                 15,793 
Current assets 
Stock                                             3,576 
Trade and other receivables                         718 
Cash                                              6,579 
---------------------------------------------  -------- 
                                                 10,873 
Current liabilities 
Trade creditors and accruals                   (12,878) 
 
Deferred tax liability on intangible assets     (2,684) 
 
Net assets                                       11,104 
Non-controlling interest                        (3,775) 
---------------------------------------------  -------- 
Share of fair value net assets acquired           7,329 
=============================================  ======== 
 

The fair value of the trademark was calculated using the relief from royalty method, with assumptions as follows: royalty rate 3.0%; and discount rate 30%.The fair value of the customer lists was calculated using the cost that PLT has incurred to acquire the customers during the period prior to acquisition. Trade and other receivables represents amounts owing from wholesale customers and prepaid expenses. The non-controlling interest of GBP3.8 million was valued as 34% of the fair value of the net assets.

The option gain in the income statement, included in other income, is as follows:

 
                              GBP000 
-------------------------   -------- 
 
Consideration                  5,924 
Fair value of net assets    (11,104) 
Non-controlling interest       3,775 
--------------------------  -------- 
Option gain                    1,405 
==========================  ======== 
 
 

Explanation of the gain on acquisition: boohoo.com plc entered into a call option agreement with the shareholders of PLT in which the company obtained an option to purchase 100% of PLT for GBP5 million before March 2017. The consideration set at the time of the agreement is considerably lower than the fair value of the net assets at the acquisition date because of the high growth and success of the company. In order to ensure the continued success of PLT under group ownership, the original option agreement has been replaced by a new agreement, whereby the remaining senior management of PLT have been incentivised by retaining 34% of the share capital of PLT, which the directors of boohoo.com plc consider is in the best interests of the group. The consideration ultimately payable for the remaining 34% is dependent on a number of factors including the financial performance of PLT but is limited to a maximum of the market value at the future option date.

Acquisition costs included in administration expenses amounted to GBP0.3 million.

The statements of comprehensive income of PrettyLittleThing.com Limited ["PLT"] for the 2 months from acquisition and the group for 12 months, as if PLT had been acquired since the beginning of the financial year, are as follows:

 
 
                              PLT: 2 months  Group: 12 months 
                             from 3 January      from 1 March 
                                       2017              2016 
                                     GBP000            GBP000 
------------------------    ---------------  ---------------- 
Revenue                              11,257           338,704 
 
Cost of sales                       (4,780)         (152,931) 
--------------------------  ---------------  ---------------- 
Gross profit                          6,477           185,773 
 
Distribution costs                  (2,474)          (76,042) 
Administrative expenses             (3,200)          (82,298) 
Other income                              -             4,862 
Operating profit                        803            32,295 
 
Finance income                            -               637 
--------------------------  ---------------  ---------------- 
Profit before tax                       803            32,932 
Taxation                              (205)           (6,079) 
Profit after tax                        598            26,853 
==========================  ===============  ================ 
 
   13           Deferred tax 

Assets

 
                                                     Depreciation in excess of capital   Share-based payments    Total 
                                                                            allowances 
                                                                                GBP000                 GBP000   GBP000 
------------------------------------------  ------------------------------------------  ---------------------  ------- 
 Asset at 1 March 2015                                                            (12)                     58       46 
 Recognised in statement of comprehensive 
  income                                                                            74                    111      185 
                                            ------------------------------------------  ---------------------  ------- 
 Asset at 29 February 2016                                                          62                    169      231 
 Recognised in statement of comprehensive 
  income                                                                           170                    666      836 
 Credit in equity                                                                    -                  3,427    3,427 
------------------------------------------  ------------------------------------------  ---------------------  ------- 
 Asset at 28 February 2017                                                         232                  4,262    4,494 
==========================================  ==========================================  =====================  ======= 
 

Liabilities

 
                                                     Business combinations     Total 
                                                                    GBP000    GBP000 
-------------------------------------------------   ----------------------  -------- 
 Recognised in statement of comprehensive income                   (2,597)   (2,597) 
 Liability at 28 February 2017                                     (2,597)   (2,597) 
==================================================  ======================  ======== 
 

Recognition of the deferred tax assets is based upon the expected generation of future taxable profits. The deferred tax asset is expected to be recovered in more than one year's time and the deferred tax liability will reverse in more than one year's time as the intangible assets are amortised.

   14           Inventories 
 
                   2017    2016 
                 GBP000  GBP000 
---------------  ------  ------ 
Finished goods   34,170  18,669 
 

The value of inventories included within cost of sales for the year was GBP133,515,000 (2016: GBP82,187,000). An impairment provision of GBP291,000 (2016: GBP296,000) was charged to the statement of comprehensive income.

   15           Trade and other receivables 
 
                                                2017    2016 
                                              GBP000  GBP000 
--------------------------------------------  ------  ------ 
Amounts due from related party undertakings        -     613 
Trade and other receivables                    9,446   4,937 
Prepayments and accrued income                 2,498   1,546 
--------------------------------------------  ------  ------ 
                                              11,944   7,096 
============================================  ======  ====== 
 

Trade and other receivables represent amounts due from wholesale customers and advance payments to suppliers. Receivables past due are GBP698,000 (2016: GBP142,000). The provision for impairment of receivables is GBP573,000 (2016: GBP318,000).

   16           Trade and other payables 
 
                                               2017    2016 
                                             GBP000  GBP000 
-------------------------------------------  ------  ------ 
Trade payables                               23,124  11,255 
Amounts owed to related party undertakings        2      17 
Other payables                                3,090     175 
Accruals and deferred income                 27,465  15,272 
Taxes and social security payable             4,372   3,294 
-------------------------------------------  ------  ------ 
                                             58,053  30,013 
===========================================  ======  ====== 
 
   17           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.

 
                                          2017    2016 
                                        GBP000  GBP000 
--------------------------------------  ------  ------ 
Non-current liabilities 
Secured bank loans                       9,528       - 
======================================  ======  ====== 
 
Current liabilities 
--------------------------------------  ------  ------ 
Current portion of secured bank loans    2,382       - 
======================================  ======  ====== 
 

Terms and debt repayment schedule

 
                                        Nominal 
                                       interest    Year of    2017    2016 
                       Currency            rate   maturity  GBP000  GBP000 
------------------    ---------  --------------  ---------  ------  ------ 
Secured bank loan           GBGBP   LIBOR + 0.95%     2022  11,910       - 
 
   18           Share capital and reserves 
 
                                                                       2017    2016 
                                                                     GBP000  GBP000 
-------------------------------------------------------------------  ------  ------ 
1,123,304,869 authorised and fully paid ordinary shares of 1p each 
 (2016: 1,123,267,330)                                               11,233  11,233 
-------------------------------------------------------------------  ------  ------ 
 

On 24 February 2017, 37,539 new ordinary shares were issued to non-executive directors as part of their annual remuneration.

Under merger accounting principles, a reconstruction reserve of GBP515,282,000 was created upon the acquisition of the group and flotation on 14 March 2014.

No dividends have been paid or are payable for the year ended 28 February 2017 (2016: GBPnil).

   19           Financial instruments 
 
                                2017    2016 
                              GBP000  GBP000 
----------------------------  ------  ------ 
Financial assets 
Cash and cash equivalents     70,330  58,281 
Cash flow hedges                 720      63 
Trade and other receivables    9,446   5,550 
----------------------------  ------  ------ 
                              80,496  63,894 
============================  ======  ====== 
 
 
                                          2017    2016 
                                        GBP000  GBP000 
--------------------------------------  ------  ------ 
Financial liabilities 
Cash flow hedges                        12,306   4,901 
Trade and other payables                53,681  26,719 
Interest bearing loans and borrowings   11,910       - 
--------------------------------------  ------  ------ 
                                        77,897  31,620 
======================================  ======  ====== 
 
   20           Capital commitments 

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

 
                                  2017    2016 
                                GBP000  GBP000 
------------------------------  ------  ------ 
Property, plant and equipment    2,100       - 
 
   21           Operating Leases 

The group has lease agreements in respect of properties, plant and equipment, for which the payments extend over a number of years. The totals of future minimum lease payments under non-cancellable operating leases due in each period are:

 
                             2017    2016 
                           GBP000  GBP000 
-------------------------  ------  ------ 
Within one year             1,229     734 
Within two to five years    2,785   2,363 
In more than five years       916   1,445 
-------------------------  ------  ------ 
                            4,930   4,542 
=========================  ======  ====== 
 
   22           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.

As at 28 February 2017, there are no pending claims or proceedings against the group which are expected to have material adverse effect on its liquidity or operations.

Appendix - prior period revenues by region

Revenue by period for the twelve months ended 28 February 2017

 
 GBP'000             3m to 31 May                   3m to 31 August                  6m to 31 August 
---------  -------------------------------  ------------------------------  -------------------------------- 
             FY17     FY16    yoy    yoy      FY17     FY16    yoy    yoy     FY17      FY16    yoy   yoy 
                               %     % CER                       %      %                        %      % 
                                                                       CER                             CER 
---------  -------  -------  ----  -------  -------  -------  -----  -----  --------  -------  ----  ----- 
 Total      58,222   41,322   41%    42%     69,094   49,462   40%    40%    127,316   90,784   40%   41% 
---------  -------  -------  ----  -------  -------  -------  -----  -----  --------  -------  ----  ----- 
 
 Sales by region 
------------------------------------------  -------  -------  -----  -----  --------                 ----- 
  UK        37,396   26,273   42%    42%     44,300   32,855   35%    35%     81,696   59,128   38%   38% 
---------  -------  -------  ----  -------  -------  -------  -----  -----  --------  -------  ----  ----- 
  ROE        6,938    4,943   40%    43%      7,775    5,460   42%    40%     14,713   10,403   41%   41% 
---------  -------  -------  ----  -------  -------  -------  -----  -----  --------  -------  ----  ----- 
  USA        6,385    3,815   67%    60%      8,841    4,086   116%   100%    15,226    7,901   93%   81% 
---------  -------  -------  ----  -------  -------  -------  -----  -----  --------  -------  ----  ----- 
  ROW        7,503    6,291   19%    27%      8,178    7,061   16%    27%     15,681   13,352   17%   27% 
---------  -------  -------  ----  -------  -------  -------  -----  -----  --------  -------  ----  ----- 
 
 
 GBP'000           4m to 31 December                 2m to 28 February               12m to 28 February 
---------  ---------------------------------  ------------------------------  -------------------------------- 
             FY17      FY16    yoy     yoy      FY17     FY16    yoy    yoy     FY17      FY16     yoy    yoy 
                                 %     % CER                       %      %                          %      % 
                                                                         CER                               CER 
---------  --------  -------  -----  -------  -------  -------  -----  -----  --------  --------  -----  ----- 
 Total      114,294   73,692   55%     52%     53,025   30,918   72%    67%    294,635   195,394   51%    49% 
---------  --------  -------  -----  -------  -------  -------  -----  -----  --------  --------  -----  ----- 
 
 Sales by region 
--------------------------------------------  -------  -------  -----  -----  --------                   ----- 
  UK         65,465   49,701   32%     32%     34,820   21,267   64%    64%    181,981   130,096   40%    40% 
---------  --------  -------  -----  -------  -------  -------  -----  -----  --------  --------  -----  ----- 
  ROE        13,963    8,588   63%     54%      6,059    3,639   67%    47%     34,735    22,630   53%    47% 
---------  --------  -------  -----  -------  -------  -------  -----  -----  --------  --------  -----  ----- 
  USA        19,299    5,962   224%    183%     5,910    2,660   122%   105%    40,435    16,523   145%   124% 
---------  --------  -------  -----  -------  -------  -------  -----  -----  --------  --------  -----  ----- 
  ROW        15,567    9,441   65%     56%      6,236    3,352   86%    74%     37,484    26,145   43%    45% 
---------  --------  -------  -----  -------  -------  -------  -----  -----  --------  --------  -----  ----- 
 

Revenue by period for the year to 29 February 2016

 
 GBP'000             3m to 31 May                    3m to 31 August                 6m to 31 August 
---------  --------------------------------  ------------------------------  ------------------------------ 
             FY16     FY15    yoy     yoy      FY16     FY15    yoy    yoy     FY16     FY15    yoy    yoy 
                                %     % CER                       %      %                        %      % 
                                                                        CER                             CER 
---------  -------  -------  -----  -------  -------  -------  -----  -----  -------  -------  -----  ----- 
 Total      41,322   30,659   35%     37%     49,462   36,538   35%    40%    90,784   67,197   35%    39% 
---------  -------  -------  -----  -------  -------  -------  -----  -----  -------  -------  -----  ----- 
 
 Sales by region 
-------------------------------------------  -------  -------  -----  -----  -------                  ----- 
  UK        26,273   20,686   27%     27%     32,855   24,919   32%    32%    59,128   45,605   30%    30% 
---------  -------  -------  -----  -------  -------  -------  -----  -----  -------  -------  -----  ----- 
  ROE        4,943    3,891   27%     45%      5,460    4,828   13%    26%    10,403    8,719   19%    34% 
---------  -------  -------  -----  -------  -------  -------  -----  -----  -------  -------  -----  ----- 
  USA        3,815    1,485   157%    143%     4,086    1,382   196%   181%    7,901    2,867   176%   161% 
---------  -------  -------  -----  -------  -------  -------  -----  -----  -------  -------  -----  ----- 
  ROW        6,291    4,597   37%     48%      7,061    5,409   31%    55%    13,352   10,006   33%    52% 
---------  -------  -------  -----  -------  -------  -------  -----  -----  -------  -------  -----  ----- 
 
 
 GBP'000           4m to 31 December               2m to 29 February               12m to 29 February 
---------  --------------------------------  -----------------------------  -------------------------------- 
             FY16     FY15    yoy     yoy      FY16     FY15    yoy   yoy     FY16      FY15     yoy    yoy 
                                %     % CER                      %      %                          %      % 
                                                                       CER                               CER 
---------  -------  -------  -----  -------  -------  -------  ----  -----  --------  --------  -----  ----- 
 Total      73,692   50,793   45%     49%     30,918   21,861   41%   40%    195,394   139,851   40%    42% 
---------  -------  -------  -----  -------  -------  -------  ----  -----  --------  --------  -----  ----- 
 
 Sales by region 
-------------------------------------------  -------  -------  ----  -----  --------                   ----- 
  UK        49,701   34,179   45%     45%     21,267   14,558   46%   46%    130,096    94,342   38%    38% 
---------  -------  -------  -----  -------  -------  -------  ----  -----  --------  --------  -----  ----- 
  ROE        8,588    6,464   33%     44%      3,639    2,903   25%   20%     22,630    18,086   25%    35% 
---------  -------  -------  -----  -------  -------  -------  ----  -----  --------  --------  -----  ----- 
  USA        5,962    2,639   126%    116%     2,659    1,504   77%   63%     16,523     7,009   136%   123% 
---------  -------  -------  -----  -------  -------  -------  ----  -----  --------  --------  -----  ----- 
  ROW        9,441    7,511   26%     41%      3,353    2,895   16%   17%     26,145    20,414   28%    42% 
---------  -------  -------  -----  -------  -------  -------  ----  -----  --------  --------  -----  ----- 
 

CER in this appendix for the year ended 29 February 2016 is calculated using exchange rates prevailing during the year ending 29 February 2016.

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

This information is provided by RNS

The company news service from the London Stock Exchange

END

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