Boohoo : final results for the year ended 28 February 2021

5 May 2021

The information contained within this announcement is deemed by the company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

boohoo group plc - final results for the year ended 28 February 2021

Building for the future

	2021	2020	Change
	£ million	£ million
Revenue	1,745.3	1,234.9	+41%
Gross profit	945.2	666.3	+42%
Gross margin	54.2%	54.0%	+20bps
Adjusted EBITDA(1)	173.6	126.6	+37%
% of revenue	10.0%	10.2%	-20bps
Adjusted EBIT(2)	149.3	107.0	+40%
% of revenue	8.6%	8.7%	-10bps
Adjusted profit before tax(3)	149.9	108.3	+38%
Profit before tax	124.7	92.2	+35%
Adjusted diluted earnings per share(4)	8.67p	5.88p	+47%
Diluted earnings per share	7.25p	5.35p	+36%
Net cash(5) at yearend	276.0	240.6	+£35.4 million

Financial highlights

• Revenue £1.745 billion, up 41% (41% CER(6))
• Strong revenue growth across all geographies with UK up 39% and international up 44%. International revenue is now 46% of total, up from 45%
• Gross margin 54.2%, up 20 bps
• Adjusted EBITDA £173.6 million up 37%, with Adjusted EBITDA margin of 10.0% (2020: 10.2%), notwithstanding COVID-19 cost headwinds and significant investment in acquisitions
• Robust balance sheet with net cash of £276.0 million (2020: £240.6 million). High cash generation with
  operating cash flow of £201.1 million (2020: £127.3 million). £195.7 million capital raised.

Operational highlights

• Significant group-wide progress made on Agenda for Change programme, which has independent oversight from Sir Brian Leveson
• Strengthening corporate governance through a new non-executive director appointment, establishment of a Risk Committee and committed in excess of £10 million in supply chain monitoring and compliance
• Successful integration and re-launch of Oasis and Warehouse brands on our multi-brand platform
• Acquisition of Debenhams online business and investing to transform the business into a digital department store with significant potential
• Acquisition of Dorothy Perkins, Wallis and Burton brands, adding to the group's diversity and reach

• Third distribution centre on track for operational use in spring 2021 and long term lease agreed for fourth distribution centre, expected to go live in the second quarter of the new financial year
• 18 million active customers, up 28%
• Over 1,000 jobs secured through recent acquisitions

Outlook and guidance

As always, our focus is to maintain an outstanding customer proposition, with the latest fashion at great prices, combined with excellent customer service. To this end, we have a plan of continuous investment in our systems, infrastructure and technology to ensure we offer an optimal online shopping experience as we look to further cement our position as a leader in global fashion e-commerce.

Revenue growth for the full year to February 2022 is expected to be around 25% at a group level, with newly- acquired brands expected to deliver approximately five percentage points of this growth. Growth within our established brands remains strong and over the last two years we have achieved a revenue CAGR of 42%. Trading in the first few weeks of the financial year has been encouraging, however, the economic outlook remains uncertain and we expect the benefits seen from reduced returns over the last twelve months to begin to unwind this year, whilst still experiencing significantly elevated levels of carriage and freight costs.

Whilst the group did see some benefits to demand in the last financial year due to lockdowns around the world, traditional core categories such as dresses and going out saw significant declines. As markets re-open we are already seeing the early benefits of this and believe that the strengths of our test and repeat model and platform leave the group well-positioned to capitalise on any rebound in key geographies as markets exit lockdown globally.

Margins for established brands are expected to be in line year on year. We expect investment in newly-acquired brands to dilute the group's overall adjusted EBITDA margin by 50-100bps, with the group's adjusted EBITDA margin expected to be in the region of 9.5-10% for the full year.

Adjusted EBITDA is likely to see more of a weighting towards the second half of the year, reflecting a strong comparative period in the first half. This is consistent with financial years prior to the one herein reported, and the group expects a higher adjusted EBITDA margin in the second half, reflecting investments in our scalable multi- brand platform.

As announced on 12 April 2021, the group acquired a new office in the heart of London's West End for £72 million. Capital expenditure for the remainder of the financial year is expected to be in the region of £125-175 million. This relates to growth investments in our new warehouse sites in Wellingborough and Daventry, as well as continued enhancements to our existing facilities, including automation at our Sheffield site to increase both capacity and efficiency.

We are focused on building the business for the future and continued investment in our brands, infrastructure, people and technology will drive this growth and further economies of scale. We are also committed to continued improvements across our environmental responsibilities and to accelerate our sustainability journey. The group's medium-term target of sales growth of 25% per annum and an adjusted EBITDA margin of around 10% remains unchanged.

John Lyttle, CEO, commented:

"FY21 has been a year of significant investment for the group as we build a platform for the future and I am very pleased to report a strong financial performance. Our established businesses have continued to grow across all territories as we gain market share with our compelling consumer proposition. We completed over £250 million of acquisitions in the period, which included Oasis, Warehouse, Debenhams, Dorothy Perkins, Burton and Wallis, as well as the purchase of the remaining minority interest in PrettyLittleThing in a transaction that to date has resulted in substantial earnings enhancement for the group's shareholders. Our newly-acquired brands are being re-energised and made relevant for today's consumer across a broader market demographic. We are very excited about their potential and are already seeing the early rewards from their growth. We have also invested in improving the oversight and transparency of our supply chain and we are committed to embedding positive change through our ambitious UP.FRONT sustainability strategy. As we build for the future, we continue to invest

across our platform, people and technology to further cement our position as a leader in global fashion e- commerce."

Mahmud Kamani and Carol Kane, Group Co-Founders, commented:

"Over the last year the group has made great progress, delivering another set of record results despite the challenges posed by the COVID-19 pandemic. We have made significant progress on our Agenda for Change programme, with greater oversight of our supply chain, stronger governance and more transparency. We are embedding a new way of working and improving the sustainability of the group for the benefit of all stakeholders. We have also announced separately this morning the addition of Tim Morris to the board as a non-executive director and look forward to the expertise he will bring to the group. We would like to thank Pierre for his contribution over the last four years. Heading into the new financial year, we are excited about the global opportunities for our brands as we build for the future and invest in enhancing our technology and platform to allow the group to deliver on its growth potential."

Investor and analyst presentation

A webcast for analysts will be held today commencing 9.00am (UK time). To access please click the link below:

https://webcasting.buchanan.uk.com/broadcast/608837210386285386ccb8d9

A replay will subsequently be available on the boohooplc.com website from 12 noon via the same link.

Enquiries
boohoo group plc
Neil Catto, Chief Financial Officer	Tel: [phone]
Alistair Davies, Investor Relations	Tel: [phone]
Clara Melia, Investor Relations	Tel: [phone]
Mark Mochalski, Investor Relations	Tel: [phone]
Zeus Capital - Nominated adviser and joint broker
Nick Cowles/Andrew Jones (Corporate Finance)	Tel: [phone]
John Goold/Benjamin Robertson (Corporate Broking)	Tel: [phone]
Jefferies - Joint broker
Philip Noblet/Max Jones	Tel: [phone]
Buchanan - Financial PR adviser	[e-mail]
Richard Oldworth / Kim Looringh-van Beeck / Toto Berger /	Tel: [phone]
Sophie Wills

Notes:

1. Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, and share-based payment charges.
2. Adjusted EBIT is calculated as profit before tax, interest, share-based payment charges, and amortisation of acquired intangible assets.
3. Adjusted profit before tax is calculated as profit before tax, excluding share-based payment charges, and amortisation of acquired intangible assets.
4. Adjusted diluted earnings per share is calculated as diluted earnings per share, adding back amortisation of acquired intangible assets, share-based payment charges, and adjusting to 34% of the non-controlling interest as in previous years.
5. Net cash is cash less bank borrowings.
6. 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.

About boohoo group plc

"Leading the fashion eCommerce market"

Founded in Manchester in 2006, boohoo is an inclusive and innovative global brand targeting young, value- orientated customers, pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7.

In 2017, the group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing and free-thinking brand Nasty Gal. In March 2019, the group acquired the MissPap brand, in August 2019 the Karen Millen and Coast brands and in June 2020 the Warehouse and Oasis brands, all complementary to the group's scalable, multi-brand platform. In January 2021, the group acquired the intellectual property assets of Debenhams, with the goal of transforming a leading UK fashion and beauty retailer into a digital department store and marketplace through a new capital-light and low-risk operating model. In February 2021, the group acquired the intellectual property assets of UK brands Dorothy Perkins, Wallis and Burton. As at 28 February 2021, the boohoo group had 18 million active customers across all its brands around the world.

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.

Agenda for Change

"In July 2020, allegations emerged of poor and potentially illegal practices by garment manufacturers in Leicester, some of which supplied clothing to the boohoo group. I am proud to lead a business that, instead of choosing to walk away from the allegations, took the immediate decision to do everything within its power to address them and play its part in rebuilding a thriving garment sector in the heart of the UK - a sector that provides good employment and makes a significant contribution to the local and UK economies.

We took the allegations of malpractice and poor working conditions extremely seriously and immediately launched an in-depth investigation. We appointed senior barrister, Alison Levitt QC, to conduct a thorough review of the supply chain in Leicester with a particular focus on the treatment of workers. As part of our commitment to deal with these issues in an open and transparent manner, the group published Ms Levitt's report in full.

On receipt of the report, we launched our Agenda for Change, a programme to ensure that we resolve the issues identified in Leicester and accepted all 17 recommendations from the Levitt report. In the eight months that have passed since publication, my team has showed outstanding leadership and driven significant change, and are on track to deliver against all of Ms. Levitt's recommendations; these are outlined in this section. The changes we have made are creating a much stronger, more transparent and more sustainable business that will benefit everyone involved in the garment industry and the UK economy."

John Lyttle

CEO

"From the meetings in which I have been involved, I have no doubt about the determination of all at boohoo to address the issues in respect of which it has been criticised and both to promote and embed a new way of working. boohoo has enthusiastically embarked upon and pursued a review of its supply chain and has initiated improvements by way of learning and development in relation to responsible purchasing practices. It has visualised the high standards to which it aspires in every aspect of its business and is taking steps to bring them into being, not least through its newly-established charitable trust and the development of Thurmaston Lane in Leicester as a factory and training academy."

Sir Brian Leveson PC, formerly a Court of Appeal judge

Governance and corporate responsibility

Strengthening our internal governance structures was one of Ms Levitt's, key recommendations and we have made a number of new appointments to ensure that our business continues to go from strength to strength. External appointments include Shaun McCabe, an independent non-executive director, who is leading the group's risk committee, and former High Court Judge, Sir Brian Leveson PC, who has been appointed to provide independent oversight and governance of the Agenda for Change programme.

Internally, responsibility for oversight of the group's supply chain and sustainability programmes sits within the group's Ethical Trade and Sustainability Teams. Since July 2020, we have made a number of strategic appointments in this team including:

• Director of Responsible Sourcing & Group Product Operations
• Head of Sustainability
• Head of Ethical Product Compliance
• Head of Ethical Compliance
• Head of Product Operations
• Senior UK Ethical Compliance Manager

Increased transparency