Half-year Results

In the last six months the Group has made substantial progress, delivering key operational and strategic projects and an improvement in adjusted EBITDA margin. Revenues in core brands declined 10%, consistent with prior guidance for Group revenues to decline by 10% to 15%, with more significant declines in our labels following the successful decision taken to target more profitable sales, which contributed to improved Group profitability. Investments in key strategic initiatives are underpinned by our significant cost savings programme.

Customer first

• Captured supply chain deflation and lower input prices, and reinvested these savings to drive faster lead times and lower prices for customers
• Strengthened test & repeat model with significantly improved lead times
• Average selling prices down year on year in comparison to a UK clothing market which has seen price inflation of 8%
• Increased mix of entry price point categories to reinforce value for customers

Investing for growth

• Best-in-class logistics through automation in Sheffield delivering record levels of productivity
• US distribution centre launched successfully, upgrading our proposition with next day & express delivery options into a key strategic market. Further brands to be phased over the next twelve months
• Successfully migrated a number of our brands onto our in-house technology platforms, giving greater agility and cost savings

Delivering sustainable ROI

• Identified more than £125 million of annualised cost savings across cost of goods, supply chain and overheads, to be delivered across FY24 & FY25, supporting a disciplined reinvestment programme
• Gross margin strengthened in the first half, despite significant investments into reducing lead times in the supply chain and into price reductions for the customer
• Delivered significant cost savings that have supported a 30bps increase in adjusted EBITDA margin
• Stock down £94 million / 35% year on year due to our leaner, lighter, faster inventory model
• Strong balance sheet and significant liquidity position of £290 million provide the necessary foundations to continue to invest in growth

John Lyttle, Group CEO, commented:

"Over the first half we have made substantial progress across key projects and initiatives, including the launch of our US distribution centre. We have seen significant improvements in sourcing lead times and invested in pricing to reinforce our value credentials. We have identified more than £125 million of annualised cost savings that support our investment programme. Our confidence in the medium-term prospects for the Group remains unchanged as we execute on our key priorities where we see a clear path to improved profitability and getting back to growth."

Summary of HY 24 performance

Financial & Operational highlights

• Revenue £729.1 million, down 17% vs last year, with UK down 19% and International down 15%

o Revenues in core brands(6), declined 10%, consistent with prior guidance of -10% to -15%

o Successfully targeted more profitable sales in our labels which resulted in more significant revenue declines

• Gross margin 53.4%, up 90bps vs last year, despite significant reinvestment of supply chain and input cost deflation into lead times and lower prices for customers. Year on year margin improvement reflects tighter inventory management
• Inventory significantly reduced, down £94 million or 35% year on year
• Adjusted EBITDA of £31.3 million. Adjusted EBITDA margin of 4.3%, up 30bps year on year reflecting improvements in gross margin, distribution cost efficiencies from automation and overhead cost reduction
• £36.3 million of capital expenditure as we build the infrastructure for future growth, including capacity expansion as part of the Sheffield automation project and US distribution centre ahead of its launch
• Free cash outflow of £12.9 million, reflecting capital expenditure in strategic projects. Balance sheet strength maintained with £290 million of liquidity headroom on the Group's £325 million Revolving Credit Facility

Outlook and Guidance

The Group's focus remains on executing its back to growth strategy through disciplined investments across product, price and proposition. Given the slower volume recovery than previously anticipated and the continued targeting of more profitable sales within our labels, revenues for the year ending 28 February 2024 ("FY24") are now expected to decline by 12% to 17%.

In line with prior guidance, adjusted EBITDA margins are expected to be between 4% and 4.5% given the strong progress made on gross margin and cost control. Adjusted EBITDA is expected to be between £58 million to £70 million. Capital expenditure is expected to be approximately £75 million.

The Group's back to growth strategy will unlock the significant growth opportunity. The Board's confidence remains unchanged in rebuilding profitability over the medium term, generating a 6% to 8% adjusted EBITDA margin while getting back to growth through: continued investment in product, price and proposition, volume growth, international expansion, unlocking cost deflation; and cost control.

Investor and analyst meeting

A meeting and video webcast for analysts & investors will be held at 9am (UK time) today at the offices of boohoo, 10 Great Pulteney Street, London, W1F 9NB. The webcast is available via the following link:

A replay will subsequently be available the same day via the same link. boohoo group plc's results are available at www.boohooplc.com.

Adjusted items, which are not statutory measures, show the underlying performance of the group excluding large, non-cash and exceptional items.

• Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, share-based payment charges and exceptional items.
• Adjusted EBIT is calculated as (loss)/profit before tax, interest, amortisation of acquired intangible assets, share-based payment charges and exceptional items.
• Adjusted profit before tax is calculated as profit before tax, excluding amortisation of acquired intangible assets, share-based payment charges and exceptional items.
• Adjusted (loss)/diluted earnings per share is calculated as diluted earnings per share, adding back amortisation of acquired intangible assets, share-based payment charges and exceptional items.
• Net (debt)/cash is cash less borrowings, excluding lease liabilities.
• Core brands are defined as boohoo, boohooMAN, PrettyLittleThing, Karen Millen and Debenhams marketplace

Review of the business

Group overview

Group revenues for the period declined by 17% (18% Constant Exchange Rate = "CER") to £729.1 million from £882.4 million in 2022.

The Group's core brands, before factoring in the impact of Debenhams marketplace commissions on statutory net revenue, declined 10% year on year, consistent with prior guidance for Group revenues to decline by 10% to 15% in the first half. This accounted for 8 percentage points of the Group's total revenue decline. More significant declines in revenues however came from our labels, following proactive actions taken to target more profitable sales. This accounted for a further 8 percentage points of the Group's revenue decline, but with much improved profitability. Strong GMV growth was achieved within the Debenhams marketplace, with its increase as a proportion of Group revenue accounting for 2 percentage points of the decline given the Group only recognises commission income on marketplace sales.

UK revenues declined 19% reflecting the impact of the macro environment on consumer demand, as well as price investments and the previously mentioned increase of the Debenhams marketplace within the sales mix. International revenues declined 15%, with extended delivery times continuing to impact our customer proposition for most of the period and annualisation against strong wholesale comparatives with new partners onboarded in the first half of the prior financial year. The Group's US distribution centre went live in August with its first brand, PrettyLittleThing, on time and on budget, as part of a phased roll-out of brands into the site. This will transform the delivery proposition for customers in a key strategic market, and for brands that are operationally live, delivery times have improved by 3 days on average since launch.

Gross product margin was 53.4%, up 90bps on the prior period (2022: 52.5%). Adjusted EBITDA was £31.3 million (2022: £35.5 million), a decrease of 12%. Adjusted EBITDA margin was 4.3%, up 30bps on the prior period (2022: 4.0%).

The improvement in adjusted EBITDA margin reflected strong improvements seen across gross margins and distribution costs, which improved by 90bps and 150bps respectively year on year. The improvement in gross margin reflected tighter inventory management and reduced input costs notwithstanding significant investments made into freight and pricing. Distribution cost savings were driven by significant efficiencies that have been unlocked from the successful automation of our Sheffield distribution centre.

Other administrative costs reduced by 16% year on year, reflective of the tight cost control measures implemented in the second half of the prior financial year but increased by 40bps as a percentage of net sales given the lower revenues reported in the first half of this financial year. Marketing costs reduced by 4% as spend was optimised across marketing channels but increased by 170bps as a percentage of sales. This reflects the impact of the macro environment on consumer demand, targeted investments in specific growth opportunities as well as underlying inflationary pressures across digital marketing channels. This will be assessed going forwards through optimisation of marketing channels to drive performance as well as brand activation campaigns to drive higher levels of organic and direct traffic.

During the period, the Group incurred significant non-recurring costs, which are shown as exceptional items in the financial statements and have not been included in the adjusted performance measures. These items relate to set up costs associated with the opening of the US distribution centre, and dual running costs associated with the re-platforming of the Group's e-commerce front end to its own in-house developed tech stacks. These exceptional items amounted to £10.2 million and are detailed in note 1 of the financial statements.

During the period the Group recognised a £10.2m gain on transition of its investment in Revolution Beauty plc, which was previously accounted for as a financial asset at fair value through other comprehensive income, as irrevocably designated at the time of investment, in accordance with IFRS 9, and is now classified as an investment in associate in accordance with IAS 28. This gain was significant and non-recurring and has therefore not been included in the adjusted performance measures. Further details are detailed in note 1 and note 9 of the financial statements.

While trading conditions have remained challenging due to cost inflation, uncertain consumer demand and normalisation of the channel shift online, the Group has a strong business model and clear strategy with which it is focussed on executing to unlock market share, which will allow it to build on its existing strengths of:

• Test and repeat sourcing model that allows our brands to utilise our diverse sourcing base with agility and flexibility whilst minimising excess inventory risk
• Attractive brand portfolio that combines the latest trends with outstanding value for consumers
• 17 million unique active customers and over 65 million followers across social media
• A broad target addressable market of up to 500 million potential customers in key global markets
• Well-invested infrastructure that offers best-in-class, efficient logistics and a strong customer proposition with our first international distribution centre now live, with significant capacity for future growth
• Strong balance sheet with significant liquidity headroom; and
• Numerous growth opportunities through our brands' direct-to-consumer proposition, Debenhams and other routes to market, including strategic partnerships with select partners globally

Key Performance Indicators

Active customer numbers in the last 12 months decreased by 12% to 17.0 million reflecting the switch back to offline following the pandemic. Average order frequency decreased by 7% from 3.21 to 2.98 times p.a. Average order value decreased by 1% to £53.30 whilst the number of items per basket increased slightly 2.95 to 2.98, driven by the capturing of deflation in our supply chain and subsequent passing-through of cost savings to our customers.

Cash and Working Capital Management

Operating cash flow was £21.8 million (2022: £41.3 million). Working capital, particularly in relation to inventory has been tightly managed. Inventory has reduced significantly, down £94.2 million / 35% year on year.

Capital expenditure of £36.3 million included a substantial investment in property and distribution centres of £18.3 million, mainly around Sheffield automation and the opening of a warehousing facility in the USA. Net cash outflow was £40.9 million (2022: £213.3 million inflow). Net debt at the period-end increased to £35.0 million (2022: £10.4 million net debt), with total liquidity of £290.0 million.

During the prior period the Group secured a new £325 million rolling capital facility, increasing from the previous £100 million facility. The facility remains fully drawn at the end of August 2023.

The Group will continue to make selective investments to support its platform and brands, in line with its internal investment criteria and in a manner that reflects the current macro-economic environment.

Performance by market

UK

The UK market continues to be the largest for the Group, accounting for 61% of revenue (2022: 62%). Revenue was £441.3 million declining by 19% on 2022 reflecting the impact of the macro environment on consumer demand, as well as price investments and increase of the Debenhams marketplace within the sales mix. Gross margin improved from 50.2% to 51.6% and return rates have reduced slightly, which is attributable to product mix and the capturing of deflation in our supply chain and pass-through of lower prices to our consumers.

USA

USA revenues declined 11% on the prior year. Delivery times to the USA for most of the period remained elevated compared to pre-pandemic levels, and this has undoubtedly impacted demand. Successful go-live of the Group's US distribution centre on time and on budget in August has transformed the delivery proposition for US customers, and there will be a phased roll-out of brands operating in the facility. Return rates have decreased year on year reflecting brand mix. Gross margin reduced from 60.2% to 58.4% reflecting brand mix as well as the impact of duties associated with the new distribution centre.

Rest of Europe

Revenue in the rest of Europe decreased by 16% year on year, with performance impacted by annualisation against strong wholesale comparatives with new partners onboarded in the first half of the prior financial year. Gross margin improved from 52.7% to 53.3% and return rates improved year on year.

Rest of world

Revenue in the rest of the world decreased by 23% on the prior year to £44.8 million (2022: £58.3 million) and was also impacted by annualisation against strong wholesale comparatives with new partners onboarded in the first half of the prior financial year. Gross margin improved from 50.8% to 53.3% with return rates improving year on year.

Financial review

Group revenue by geographical market

• CER designates Constant Exchange Rate translation of foreign currency revenue, which gives a truer indication of the performance in international markets by removing year-to-year exchange rate movements when local currency sales are converted to sterling.

KPIs

Group

• Defined as having shopped in the last 12 months
• Defined as number of orders in last 12 months divided by number of active customers
• Defined as the percentage of website orders taken to internet sessions
• Calculated as gross sales including sales tax divided by the number of orders

Consolidated summary income statement

Taxation

The Group recognised a tax credit of £4.1m (2022: £0.5m), an effective rate of 15.5% (2022: 3.3%). This is lower than the tax credit calculated when multiplying the loss before tax at the blended UK statutory rate of tax for the period of 24.5% (2022: 19%), due to disallowable expenses and depreciation of buildings in excess of capital allowances.

Loss per share

Loss per share for the first half of the year increased by 55% from (1.19)p to (1.85)p. Adjusted diluted loss per share was (0.91)p, up 414% on the first half of the prior year (2022: diluted earnings 0.29p).

Consolidated statement of financial position

Liquidity and financial resources

Operating cash flow was £21.8 million (2022: £41.3 million). Net cash outflow was £40.9 million (2022: £213.3 million inflow), following capital expenditure of £36.3 million (2022: £38.7 million). During 2022 the Group received a £225 million inflow from the newly committed £325 million Revolving Credit Facility. Our net debt balance (cash less bank debt, excluding lease liabilities) at the period end increased to £35.0 million (2022: £10.4 million net debt). The closing cash balance for the Group was £290.0 million.

Consolidated cash flow statement

Outlook and Guidance

The Group's focus remains on executing its back to growth strategy through disciplined investments across product, price and proposition. Given the slower volume recovery than previously anticipated and the continued targeting of more profitable sales within our labels, revenues for the year ending 28 February 2024 ("FY24") are now expected to decline by 12% to 17%.

In line with prior guidance, adjusted EBITDA margins are expected to be between 4% and 4.5% given the strong progress made on gross margin and cost control. Adjusted EBITDA is expected to be between £58 million to £70 million. Capital expenditure is expected to be approximately £75 million.

The Group's back to growth strategy will unlock the significant growth opportunity. The Board's confidence remains unchanged in rebuilding profitability over the medium term, generating a 6% to 8% adjusted EBITDA margin while getting back to growth through: continued investment in product, price and proposition, volume growth, international expansion, unlocking cost deflation; and cost control.

• Net fair value gains/losses on cash flow hedges will be reclassified to profit or loss during the three years to 31 August 2026.

Unaudited consolidated statement of financial position

at 31 August 2023

Notes

(forming part of the interim report and accounts)

1 Accounting policies

General information

Basis of preparation

The interim condensed financial statements for the six months to 31 August 2023 have been prepared in accordance with IAS 34, "Interim Financial Reporting" as adopted by the UK. The interim financial statements should be read in conjunction with the group's Annual Report and Financial Statements for the year ended 28 February 2023, prepared and approved by the directors in accordance with UK-adopted international accounting standards and the Companies (Jersey) Law 1991 applicable to companies reporting under IFRS.

The interim financial statements are unaudited and were approved by the board of directors on 3 October 2023.

Going concern

Accounting policies

The interim financial statements have been prepared in accordance with the accounting policies set out in the group's Annual Report and Financial Statements for the year ended 28 February 2023, with the addition of the following new accounting policies:

Investments in associates

An associate is an entity over which the group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. Whereas joint ventures are entities over which the group has joint control over such policies.

The group's share of the results of associates is included in the group income statement and group statement of comprehensive income using the equity method of accounting. Investments in associates are carried in the group balance sheet at cost plus post-acquisition changes in the group's share of the net assets of the entity, less any dividends received and impairment in value. If the group's share of losses in an associate equals or exceeds its investment in the associate, the group does not recognise further losses, unless it has incurred obligations to do so or made payments on behalf of the associate.

Dividends received from associates with nil carrying value are recognised in the group income statement as part of the group's share of post-tax profits/(losses) of associates. Unrealised gains arising from transactions with associates are eliminated to the extent of the group's interest in the entity.

Significant estimates and judgements

The preparation of financial statements in conformity with IFRS as adopted by the UK requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The estimates and assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ from these estimates and any subsequent changes are accounted for when such information becomes available. The judgements, estimates and assumptions that are the most subjective or complex are discussed below and are unchanged from those at 28 February 2023 with the exception of the classification and fair value of the investment in equity instruments:

Classification and fair value of investments in equity instruments

During the year to 28 February 2023 26.47% of the issued share capital of Revolution Beauty Group plc ("REVB") was acquired. The equity accounting requirements of IAS 28 (Investments in associates and joint ventures) were considered and it was determined that significant influence did not exist either at the time of initial recognition or as at 28 February 2023. The equity investment was accounted for as a financial asset under IFRS 9 with the option taken to hold at fair value through other comprehensive income, as irrevocably designated at the date of recognition.

On 18th July 2023 the group entered into a settlement agreement with REVB resulting in the reconstitution of the REVB board. The group also increased it's shareholding in REVB to 27.13%. The equity accounting requirements of IAS 28 were reconsidered and it was determined that significant influence did exist as a result of the settlement agreement, reconstitution of the REVB board and change in ownership percentage. As a result the investment has been accounted for as an associate under IAS 28 from 18th July 2023. The investment, which was previously accounted for under IFRS 9, was derecognised and the cumulative gain recognised in other comprehensive income of £10.2m was reclassified to profit or loss as a revaluation adjustment.

Under the equity accounting requirements of IAS 28 the group's share of the results of associates is included in the carrying value of the associate in the group statement of financial position and included within the group income statement and group statement of comprehensive income using the equity method of accounting. As at the date of publishing these interim condensed financial statements the group's share of REVB's results for the period 18th July 2023 to 31 August 2023 is unavailable. The group has considered the results for the year ending 28 February 2023 and the forward looking guidance published by REVB in their RNS dated 31 August 2023 and an estimate of £nil has been disclosed in the group statement of financial position, the group income statement and group statement of comprehensive income. Given the group's shareholding percentage and the short period of time prior to the period end that REVB has been classified as an associate the risk of this estimate being materially incorrect is considered remote.

Exceptional items

Exceptional items are those of significant size and of a non-recurring nature that require disclosure in order that the underlying business performance can be identified. The exceptional costs in these interim statements include additional costs associated with the opening of a warehousing facility in the USA and onerous. Such additional costs do require estimation by management.

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 is considered to be the executive board, which has determined that the primary segmental reporting format of the group for the year ending 28 February 2024 is by geographic region.

4 Loss before tax

Under the equity accounting requirements of IAS 28 the group's share of the results of associates is included in the carrying value of the associate in the group statement of financial position and included within the group income statement and group statement of comprehensive income using the equity method of accounting. As at the date of publishing these interim condensed financial statements the group's share of REVB's results for the period 18th July 2023 to 31 August 2023 is unavailable. The group has considered the results for the year ending 28 February 2023 and the forward looking guidance published by REVB in their RNS dated 31 August 2023 and an estimate of £nil has been disclosed in the group statement of financial position, the group income statement and group statement of comprehensive income. Given the group's shareholding percentage and the short period of time prior to the period end that REVB has been classified as an associate the risk of this estimate being materially incorrect is considered remote.

Set out below are the material associates of the group. The entities listed below have share capital consisting of ordinary shares, which are held directly by the group. The country of incorporation or registration is their principal place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.

At 31 August 2022 the group held 12.85% of REVB's ordinary share capital and this was recognised in the group statement of financial position as an investment at fair value of £6.5 million. As this was classified as an investment in the prior period rather than an associate it is therefore not included in the table above.

10 Deferred tax

Assets

Trade receivables represent amounts due from wholesale customers and advance payments to suppliers.

The fair value of trade and other receivables is not materially different from the carrying value.

Reconciliation of movements in cash flows from financing activities to movements in liabilities:

The lease liabilities relate to leasehold properties.

16 Share capital

Share capital at period end: 1,268,433,263 authorised and fully paid ordinary shares of 1p each (2022: 1,268,186,789). No dividends have been paid or are payable by the parent company for the period ended 31 August 2022 (2022: £nil).

17 Shares to be issued

The shares to be issued represents the fair value of the contingent shares to be issued to the non-controlling interests of PrettyLittleThing.com Limited, in accordance with the acquisition agreement entered into and announced on 28 May 2020. Under this agreement, 16,112,331 Ordinary Shares in boohoo group plc are to be issued subject to the group's share price averaging 491 pence per share over a six-month period, up until a longstop date of 14 March 2024. If this condition is not met, the consideration will lapse.

18 Reserves

The translation reserve arises from the movement in the revaluation of subsidiary balance sheets in foreign currencies; the capital redemption reserve arose from a capital reconstruction in 2014; the reconstruction reserve arose on the impairment of the carrying value of the subsidiary company in 2014 at that date; and the acquisition of the non-controlling interest in PrettyLittleThing is the excess of consideration paid over the carrying value of the non-controlling interest as at the date of acquisition in May 2020, written off to reserves.

19 Financial instruments

Fair values

The capital commitment relates to automation equipment in the Sheffield warehouse and fixtures and fittings at the US warehousing facility in Pennsylvania.

21 Contingent liabilities

Appendices

Growth rates on prior period revenue by region

Revenue by period for the 6 months to 31 August 2023 (FY24)

Revenue by period for the 6 months to 31 August 2022 (FY23)

Revenue by period for the year to 28 February 2023 (FY23)

CER in this appendix for the period ended 31 August 2022 is calculated using exchange rates prevailing during the period ending 31 August 2023.

CER in this appendix for the year ended 28 February 2022 is calculated using exchange rates prevailing during the year ending 28 February 2023.

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