TIDMASC

RNS Number : 9200Y

ASOS PLC

10 May 2023

10 May 2023

ASOS plc ("the Company")

Global Online Fashion Destination

Interim Results for the six months to 28 February 2023

Executing on Driving Change agenda, creating strong foundations for a return to profitability and cash generation in H2 FY23 and beyond

Summary financial results

 
                                             Six                   Six                                    CCY(2)                 CCY change 
              GBPm(1)                     months                months                Change              change                  excluding 
                                           to 28                 to 28                                                        Russia(2,3,4) 
                                        February              February 
                                            2023                  2022 
--------------------------  --------------------  --------------------  --------------------  ------------------  ------------------------- 
            Headline 
            measures 
            Group 
             revenue(5)                  1,840.6               2,004.1                  (8%)               (10%)                       (7%) 
            Adjusted gross 
             margin 
             (6)                           42.9%                 43.1%               (20bps) 
            Adjusted 
             EBIT(6)                      (69.4)                  26.2 
            Adjusted EBIT 
             margin 
             (6)                          (3.8%)                  1.3%              (510bps) 
            Adjusted 
             (loss)/profit 
             before tax(6)                (87.4)                  14.8 
            Net debt(6)                  (431.7)                (62.6) 
            Free cash 
             outflow(6)                  (262.7)               (256.5) 
            Statutory 
            measures 
            Gross margin                   36.1%                 43.1%              (700bps) 
            Operating loss               (272.5)                 (4.4) 
            Reported loss 
             before 
             tax                         (290.9)                (15.8) 
--------------------------  --------------------  --------------------  --------------------  ------------------  ------------------------- 
 

Strategic U pdate

-- Despite the ongoing challenges in the operating environment, ASOS is on track to deliver full year targets of:

o Over GBP300m of Driving Change agenda benefits, with over GBP100m delivered in H1. Actions already taken will drive more than 95% of c.GBP200m profitability benefits expected in H2 FY23;

o Inventory reduction of c.20% year-on-year ('YoY'), with 9% reduction vs FY22 achieved in H1, slightly ahead of plan;

o Adjusted gross margin improvement of c.100bps, with recent run-rate up more than 300bps YoY;

o Profitability and cash generation in H2 FY23 and beyond, with GBP40-60m adjusted earnings before interest and tax ('EBIT') and over GBP150m free cash inflow(7) in H2 FY23;

-- Robust and flexible balance sheet with an amendment and extension of existing GBP350m revolving credit facility ('RCF') through to November 2024. The facility steps down over the term, reducing to GBP220m by August 2024. The Company had cash and undrawn facilities over GBP400m at 28 February 2023.

   --       Refreshed management team, with newly formed Management Committee now largely complete. 

-- ASOS remains focused on executing the final stages of its Driving Change agenda, creating strong foundations for its next phase of growth.

H1 Results Summary

-- Revenue(8) declined by 7% ( down 8% on a reported basis) in H1 FY23 and 15% in P2 FY23, reflecting both deliberate actions on capital allocation to improve profitability and a challenging trading backdrop. The actions taken account for broadly 50% of the revenue decline since December but are driving improving order economics.

-- Sales momentum in January and February reflected: (1) planned profitability actions including reduced markdown, discipline on marketing spend and country-specific proposition changes; (2) reduced width in the assortment as the Company took decisive action to right-size stock; and (3) a challenging online retail environment as online penetration declined YoY - although remaining notably higher than pre-pandemic.

-- UK sales were down 10% YoY, Europe flat, US down 7% and Rest of World down 12%. Variation in performance reflects regional differences in the economic backdrop as well as country-specific profit actions taken by the Company in-line with its focus on profitability over top-line growth. The regional trends in sales growth were reflected in active customer numbers in the period. However, ASOS has continued to grow its share of its core UK online retail market among its main 16-35 demographic and has increased its share of its customers' wallets(9) .

-- Adjusted gross margin(10) was broadly flat, both YoY and from P1 FY23, at 42.9%. It showed encouraging progress over the period, with February adjusted gross margin up more than 300bps YoY and sustained through March and April, supported by lower freight and duty rates.

-- Stock has been reduced by 9% from the level reported at FY22, slightly ahead of the 5% H1 FY23 reduction planned at the time of the P1 FY23 update.

-- H1 FY23 adjusted EBIT loss was GBP69.4m and adjusted loss before tax was GBP87.4m. Actions taken under the Driving Change agenda had a positive profit impact of more than GBP100m, partially offsetting anticipated headwinds of c.GBP180m (predominantly from inflation and normalisation of return rates).

-- The reported loss before tax of GBP290.9m includes GBP203.5m of adjusting items, primarily relating to the execution of the Driving Change agenda. These include GBP128.2m relating to the previously announced stock write-off and GBP49.4m of non-cash property impairments and closure costs relating to the reduction of the Company's head office and logistics footprint. The cash outflow relating to adjusting items in the period was GBP23.0m. Further detail on the adjusting items is included in note 3 on pages 23-26.

-- Free cash outflow(11) for the half was GBP262.7m mainly driven by the reported loss in the period, H1-weighted historical committed capex investment of GBP115.0m and the phasing of stock receipts and payments, with the cash benefit associated with the lower H1 intake expected in H2 FY23.

-- ASOS ended H1 FY23 with cash and undrawn facilities totalling GBP408.6m at what is typically the seasonal trough in its net working capital cycle.

Current Trading & Outlook

-- Sales momentum in P2 FY23 (-15% CCY ex-Russia) has broadly continued into March and April with approximately half of the sales decline driven by planned Driving Change initiatives. However, with adjusted gross margin run rate up more than 300bps YoY, adjusted gross profit was broadly flat YoY over the same period, reflective of the prioritisation of profitability over growth.

-- ASOS will retain its focus on profitable sales in H2 FY23 and its commitment to exit the year with a cleaner inventory position. If there is no improvement to the external trading environment, expectations for H2 FY23 are:

o Sales (CCY ex-Russia) decline of low double-digit YoY;

o Adjusted gross margin up c.200bps YoY;

o Inventory reduction of c.20% YoY;

o Adjusted EBIT of GBP40-60m, adjusted EBIT margin c.3%;

o Free cash inflow of over GBP150m, excluding all incremental refinancing costs (interest, arrangement and advisor fees). This equates to over GBP125m free cash inflow including refinancing costs;

o Capex of GBP60-85m (in-line with FY23 guidance of GBP175-200m);

o Interest expense of c.GBP30m, including amortisation of arrangement fees and related costs;

o EBIT impact of adjusting items in the range of GBP25m-GBP30m in H2 FY23, of which GBP15m is non-cash (mostly relating to the Driving Change agenda).

-- For FY23, free cash outflow (prior to incremental refinancing costs) will be around GBP100m (i.e. around the bottom end of the GBP0 to GBP100m outflow guidance provided at FY22).

Jos é Antonio Ramos Calamonte, Chief Executive Officer said:

"Our focus is on improving our core profitability, prioritising order economics over top-line growth and I am pleased with the strategic and rapid operational progress the business has made in the first half of the financial year, against some very challenging trading conditions. Thanks to the hard work and commitment of our teams, we have accelerated the roll-out of our new commercial model, delivered more than GBP100m of profit optimisation and cost saving initiatives, extended our financing facility and continued to build out our top team while remaining committed to our Fashion with Integrity agenda. Taken together, these measures will create a more sustainably profitable and cash generative business as we reinforce our position as a leading destination for our fashion-loving customers.

"While some of these changes have impacted short-term sales growth, there are many causes for optimism as we progress through the second half of the year. We are improving our gross margin run rate in the face of significant headwinds, are starting to see the benefits of a repositioned stock profile, and are taking action to reduce the proportion of our sales which are not profitable. Initiatives are in place to drive a further c.GBP200m of benefit in the second half and I am very confident of our return to sustainable profit and cash generation in the second half of the year and beyond."

The amendment and extension to Revolving Credit Facility agreed with the Company's banking syndicate constitutes inside information. This announcement therefore includes inside information.

The person responsible for arranging the release of this announcement on behalf of ASOS is Emma Whyte, General Counsel and Company Secretary.

Notes

(1) All numbers subject to rounding throughout this document.

(2) Constant currency is calculated to take account of hedged rate movements on hedged sales and spot rate movements on unhedged sales.

(3) Calculation of metrics, or movements in metrics, on an ex-Russia basis involves the removal of Russia from H1 FY22 performance. This adjustment allows YoY comparisons to be made on a like-for-like basis following the decision to suspend trade in Russia on 2 March 2022.

(4) Excludes one-off jobber income in relation to the stock write-off program of GBP2.1m in H1 FY23. Further detail on the adjusting items can be found in n ote 3 on pages 23-26.

(5) Includes retail sales, wholesale and income from other services.

(6) Definitions of the adjusted performance measures used above and throughout this document can be found on pages 45-46.

(7) Free cashflow guidance is excluding all incremental refinancing costs (interest, arrangement and advisor fees).

(8) All sales numbers quoted in this document are at constant currency and exclude Russia from the H1 FY22 comparative base period unless otherwise stated.

(9) Share of UK online retail market based on Kantar | Total Market | Total Clothing, Footwear and Accessories | 16-35 year olds | Market Shares | 24 w/e 5th March 2023 vs LY, share of customers' wallets based on Kantar | ASOS Shoppers | Online | Spend % I 24 w/e 5th March 2023 vs LY.

(10) Excluding the gross profit impact of the stock write-off of GBP119.7m announced at FY22 and non-underlying sales tax of GBP4.9m. Reported gross margin of 36.1% (down 700bps YoY). Further detail on adjusting items can be found in note 3 on pages 23-26.

1 (1) Definition of free cash outflow can be found on pages 45-46.

Investor and analyst meeting:

The Company will be hosting an in-person presentation for analysts and investors at 9.00am at ASOS HQ, Greater London House, NW1 7FB. For those unable to attend in person a live webcast will be available, and a recording of the presentation will be uploaded to the ASOS investor relations website afterwards.

To access live please dial +44 203 901 7895 and use Meeting ID: 882 4156 1706 and passcode: 747285 . A live stream of the event will be available here .

A recording of this webcast will be available on the ASOS Plc investor centre website after the event: https://www.asosplc.com/investor-relations/

For further information:

 
 ASOS Plc                                             Tel: 020 7756 1000 
 José Antonio Ramos Calamonte, Chief Executive 
  Officer 
  Katy Mecklenburgh / Sean Glithero, Interim 
  Chief Financial Officer 
  Michelle Wilson, Senior Director of Strategy 
  and Corporate Development 
  Holly Cassell, Head of Investor Relations 
  Website: www.asosplc.com/investors 
 
 
   Headland Consultancy                                 Tel: 020 3805 4822 
 Susanna Voyle / Stephen Malthouse / R ob Walker 
 
 JPMorgan Cazenove                                    Tel: 020 7742 4000 
 Bill Hutchings / Will Vanderspar 
 
 Numis Securities                                     Tel: 020 7260 1000 
 Alex Ham / Jonathan Wilcox / Tom Jacob 
 
  Berenberg                                             Tel: 020 3207 7800 
  Matthew Armitt / Richard Bootle / Marie Moy 
 

Background note

ASOS is a destination for fashion-loving 20-somethings around the world, with a purpose to give its customers the confidence to be whoever they want to be. Through its app and mobile/desktop web experience, available in nine languages and in over 200 markets, ASOS customers can shop a curated edit of over 60,000 products, sourced from nearly 900 global and local third-party brands alongside a mix of fashion-led own-brand labels - ASOS Design, ASOS Edition, ASOS 4505, Collusion, Reclaimed Vintage, Topshop, Topman, Miss Selfridge and HIIT. ASOS aims to give all of its customers a truly frictionless experience, with an ever-greater number of different payment methods and hundreds of local deliveries and return options, including Next-Day Delivery and Same-Day Delivery, dispatched from state-of-the-art fulfilment centres in the UK, US and Germany.

Forward looking statements:

This announcement may include statements that are, or may be deemed to be, "forward-looking statements" (including words such as "believe", "expect", "estimate", "intend", "anticipate" and words of similar meaning). By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances, and actual results may, and often do, differ materially from any forward-looking statements. Any forward-looking statements in this announcement reflect management's view with respect to future events as at the date of this announcement. Save as required by applicable law, the Company undertakes no obligation to publicly revise any forward-looking statements in this announcement, whether following any change in its expectations or to reflect events or circumstances after the date of this announcement.

ASOS plc ("the Company")

Global Online Fashion Destination

Interim Results for the six months to 28 February 2023

CEO Review

In my inaugural ASOS results announcement last October, I set out a frank assessment of the Company's many strengths, but also some areas where our performance was lacking. This is an incredible business with a compelling brand, customer offer and fashion credibility. The opportunity is in improving the way we operate, including delivering on our Fashion with Integrity programme on which we have published our second annual progress report. This diagnosis resulted in our Driving Change agenda, an action plan to accelerate the changes needed to transform ASOS into a sustainably profitable and cash generative business, built on four key principles: simplicity, speed to market, operational excellence; and flexibility and resilience. The economic environment we are operating in is extremely challenging, but I am delighted with the commitment and dedication of the ASOS team to deliver on our plan. The Driving Change initiatives implemented to date have generated more than GBP100m of benefit in H1 FY23 and created a strong foundation for ASOS' return to profitability in H2 FY23 and beyond. Indeed, more than 95% of the c.GBP200m of benefits expected in H2 FY23 are based on initiatives already in place.

Revenue declined 7%(1) YoY in H1 FY23 to GBP1,840.6m (down 8% on a reported basis(2) ). This performance reflects both a challenging trading environment and the impact of profitability actions taken under the Driving Change agenda, largely since December. We remain convinced these measures are the right ones to achieve our ambition to become a sustainably profitable, cash generative business in the longer term and we have already seen order economics improve as a result. We are making these changes at the same time as our customers are feeling the squeeze financially and in the short-term are returning to physical stores post-pandemic. However, on a three-year view online penetration has increased substantially, and we remain confident in the structural drivers underpinning continued growth in the online channel in the medium term. In the meantime, we have grown our share of the 16 to 35 online retail market in the UK, maintaining our market leading position as our proposition continues to resonate with our core consumer. The strength of our offer is perhaps best reflected by the performance of the Topshop brand, which has delivered retail sales growth of 12% (3) YoY and a higher margin than the Company average.

A detailed update of our progress against our Driving Change agenda is covered in the following pages.

   i.          Renewed commercial model 

The new commercial model comprises a comprehensive change in ASOS' approach to buying and merchandising, improved stock management discipline and reduced complexity in our logistics network to ensure that its fashion-loving 20-something core customer base is exposed to cutting edge fashion curated in ASOS' own unique way. The benefits of this are twofold: a more engaging customer experience with exposure to more inspirational, relevant product; and a higher proportion of more profitable full-price sales.

Current product lead times mean there is a lag between operational change and visible results. However, over the period ASOS has taken decisive action aimed at simplifying the product journey, including increasing flexibility in its buying processes, re-setting its stock profile and closing ancillary warehouse space. Encouragingly, there was positive progression in underlying gross margin through the half. While the sales outlook for the year is more challenging than initially anticipated, the current adjusted gross margin run rate is up more than 300bps YoY and provides headroom for ASOS to take action if necessary to ensure it exits the year with a significantly improved stock profile, thus laying the foundations for FY24.

(1) Total revenue CCY excluding Russia declined by 7% (down 10% CCY including Russia).

(2) Total reported revenue including Russia declined by 8% (down 5% on a reported basis excluding Russia).

(3) Topshop brand sales on the ASOS.com platform growth of 12% (excluding Russia) and 10% (including Russia).

Stock profile

To facilitate the introduction of the new model, ASOS is taking action to right-size its stock profile in three phases:

1. Stock write-off: At the FY22 results announcement, a non-underlying stock write-off of up to GBP130m was announced, taking decisive action to clear excess stock and deliver more efficient use of the Company's warehouse network. C.90% of the stock identified for write-off has now been extracted from the ASOS core network, enabling the implementation of supply chain efficiency initiatives under the Company's programme of cost saving measures described under pillar ii) below.

2. Spring / Summer intake: With the new commercial model initiated part-way through the Spring/Summer '23 buying cycle, the opportunity to reduce intake was predominantly via a reduction in the number of options. This has had a negative impact on current trading which is expected to continue through the remainder of the Spring / Summer season (i.e. the remainder of FY23) but will drive the planned c.20% reduction in stock by the end of the financial year.

3. Autumn / Winter intake: Looking ahead to Autumn/Winter '23, the principles underpinning the new model will be manifested in full. The newly formed central merchandise planning team is driving a more dynamic approach to stock management, facilitating a reduction in intake volumes while restoring width to the assortment. This approach is intended to increase stock turnover to pre-pandemic levels by the end of FY24.

Flexibility in the assortment

In the longer term, improved relevance and hence full-price sell-through are achieved by increasing flexibility in the ASOS product assortment. On its own-brand offer, the Company is currently running a 'Test and React' pilot using UK suppliers across a small number of product lines. The purpose of this pilot is to stress test ASOS' ability to reduce product lead times from concept to site to c.2 weeks in certain circumstances. For partner branded product, the Partner Fulfils model will play a strategic role by increasing the range and depth of products for sale without an associated stock risk for the Company. This will be particularly valuable in product categories with longer lead times such as sportswear. The Company has continued to build out the functional capability of the Partner Fulfils platform to enable the addition of more brands and services in H2 FY23 and beyond. Additional technology capabilities have also increased automation in the onboarding process, making for a more streamlined experience for ASOS' partners. 24 Partner Fulfils brands are currently live in the UK and Europe.

   ii.         Stronger order economics and a lighter cost profile 

In parallel with changes to the commercial model, the Company also set out plans to optimise its cost base, improving order economics and maximising operating model efficiency to ensure a sustainable level of profitability and cash generation is achieved in all markets. At P1 FY23, a comprehensive package of profit optimisation and cost mitigation initiatives was announced under the Driving Change agenda with an expected full year benefit of more than GBP300m. Implementation of these initiatives is in line with plan and the Company delivered more than GBP100m in H1 FY23, partially mitigating the H1-weighted headwinds resulting from inflation, returns normalisation and cost deleverage to result in a GBP69.4m adjusted EBIT loss. These headwinds drove notable adversity in 'other costs' (+260bps YoY as a percentage of sales) and warehouse costs (+210bps YoY as a percentage of sales, which also reflects inefficiencies resulting from the high stock position at the start of the year).

The Company remains on track to deliver Driving Change agenda benefits in excess of GBP300m in FY23. Of the c.GBP200m of benefits guided for H2 FY23, more than 95% result from initiatives already implemented in the first half of the year. Against a backdrop of abating headwinds, this underpins expectations of a return to profitability and cash generation in H2 FY23.

As expected at the P1 FY23 trading update, c. 60% of the more than GBP100m of benefits delivered in H1 FY23 related to profit optimisation initiatives while c.40% reflected cost mitigation.

Profit optimisation

As with stock profile, ASOS has taken action in three phases to improve customer profitability:

1. Brand level: The first phase of action, centred around unprofitable brands, was undertaken in October 2022. ASOS constantly reviews its brand portfolio to offer consumers the most exciting and inspiring curated edit of product. From October, a comprehensive review of brand profitability was undertaken. Brands can become unprofitable for a number of reasons including heightened promotional activity or returns, which is often correlated with, but not entirely dependent on product relevance. Where unprofitable partners are categorised as 'strategic' brands, remedial action was taken including reduced discounting with a view to improving their contribution. Those deemed not to be strategic have been removed from the platform in some or all geographies depending on local performance. As flagged at P1 FY23 results, ASOS identified 35 unprofitable brands for removal, and has ceased buying from these brands.

2. Country level: From November 2022, ASOS undertook a comprehensive review of country profitability, segmenting countries according to both their profit contribution and, in cases where profitability was not being maximised, the reasons behind this. A differentiated approach has been taken to remedy the issues facing countries in each segment. For example, free standard delivery was removed in five non-core European countries, delivery charges and thresholds were introduced or increased in a number of RoW markets and delivery prices were adjusted across the US. We have seen significant improvements in the underlying profit contribution from all our key territories during the period.

3. Customer level: The third, more targeted phase of action is at the customer level. ASOS has built a base of c.25m highly engaged, young, fashion-loving customers. However, there are a small number of customers that have a disproportionately negative impact on ASOS profitability (over GBP100m). This group, which in FY22 accounted for 6% of active customers, generated a loss of c.GBP6 per order due to a heavy reliance on discounted product and high return rate, and ordered significantly more frequently than average. This behaviour may be temporary, part of the lifetime journey of a profitable customer or simply bad business for ASOS. ASOS is now undertaking more refined action, using a more personalised approach to incentivise positive behaviours.

The decisive action taken to improve profitability at speed using brand and country level measures has, as expected, adversely impacted sales and customer numbers in some cases. Active customers declined by 0.6m YoY to 24.9m(1) as ASOS churned some of the increase seen during the pandemic and a more disciplined approach to marketing investment saw new customer acquisition fall in a weaker consumer environment. The Company also saw a 7% YoY decline in Premier customers as subscription prices increased and minimum order values were introduced, or increased, in many territories. However, the average customer value (2) of both active and Premier customers has increased over the period, and ASOS' share of its UK customers' wallet has also increased by 50bps YoY (3) .

Cost mitigation

ASOS' operational excellence initiatives have impacted cost lines throughout the P&L. The most significant grouping of cost savings relate to supply chain (c.GBP27m), including the cessation of UK split orders being partially shipped from the Lichfield facility which, (in contrast to Barnsley) is not fully automated. Other significant categories include savings in overheads (c.GBP12m) and marketing (c.GBP6m). The Company reduced its investment in customer acquisition as it prioritised optimisation of existing customer profitability at a time of low growth, with marketing spend declining 8% YoY (flat YoY at 6% of sales). Within this, spend was curtailed in periods and geographies where consumer demand was weak and redeployed where it was more likely to generate value. These decisions are reflected in customer numbers as well as contributing to the variation in revenue by segment.

   iii.         Robust, flexible balance sheet 

ASOS ended H1 FY23 with cash and undrawn facilities totalling GBP408.6m at what is typically the seasonal trough in its net working capital cycle. In May 2023 the Company agreed an amendment and extension of its RCF to November 2024. The amended facility replaces the current GBP350m existing RCF and steps down over the term to GBP220m by August 2024. The RCF extension secures the Company's funding beyond FY24, supporting the business as it continues to execute on its Driving Change agenda and return to profitability and cash generation. The financing is subject to liquidity, leverage and interest cover covenants.

(1) Active customers declined by 0.6m YoY to 24.9m excluding Russian active customers (down 1.8m YoY at 24.9m including Russian active customers).

(2) Average customer value calculated as gross billed revenue over last 12 months divided by active or Premier customers respectively.

(3) Kantar | ASOS Shoppers | Online | Spend % I 24 w/e 5(th) March 2023 vs LY.

The free cash outflow of GBP262.7m reflects the reported loss incurred in the period , the phasing of stock receipts and payments, with the cash benefit associated with the lower H1 intake expected in H2 FY23 and capex. Due to historical commitments, FY23 capex is more heavily weighted to the first half of the year, with GBP115.0m invested in support of technology investments into data services, data science, merchandising, warehouse, web and payments platforms, as well as contractual payments relating to the deferred Lichfield and Atlanta automation projects. The Company maintains its guidance for full-year capex of GBP175m to GBP200m. Net debt closed the half at GBP431.7m (H1 FY22: GBP62.6m).

   iv.        Reinforced leadership team and refreshed culture 

The final pillar of the Driving Change agenda relates to simplification of ASOS' decision-making processes, developing a culture of innovation across the business, and reinforcing the senior leadership team with strategic key hires. This process is approaching completion. The wider, flatter structure that this represents acts to bring management closer to the organisation and facilitate quicker decision-making, breaking down silos.

ASOS is pleased to announce the appointment of Dan Elton as Senior Customer Director and Michelle Wilson as Senior Director of Strategy and Corporate Development. Supplementing the internal appointments to the management committee and previously announced external appointments, Dan and Michelle bring a wealth of relevant marketing, finance and capital markets experience to the ASOS leadership. The appointment of Sean Glithero as Interim CFO, replacing Katy Mecklenburgh who leaves the business following this results announcement, was also separately announced following the P1 FY23 trading update. Sean is an experienced CFO with a track record of delivery across a range of digital and fashion businesses, and will remain with ASOS until such time as a permanent CFO is appointed, having joined the business in February to ensure a thorough handover period. ASOS would like to thank Katy for her significant contribution during her time at ASOS.

On 6 April 2023, ASOS announced that it had further strengthened its Board with the appointment of Natasja Laheij and Jose Manuel Martínez Gutiérrez as Independent Non-Executive Directors joining the Board on 11 April 2023. Natasja and Jose Manuel have extensive experience in international commercial and financial management, e-commerce, and in the retail and fashion industry respectively. The Company also announced on 6 April 2023, that Patrick Kennedy stepped down from the Board with effect from 5 April 2023. The Board would like to thank Patrick for the important contribution he has made to ASOS. Mai Fyfield, who joined the Board in November 2019, has succeeded Patrick as Senior Independent Director of the Company.

Against a challenging backdrop, ASOS has achieved a great deal in this period of reset and is well positioned to return to profitability in H2 FY23 and beyond. While there remains much to be delivered in the next few months, I am confident that the ASOS will exit the year a more resilient and sustainably profitable business.

José Antonio Ramos Calamonte

Chief Executive Officer

Financial review

All revenue growth figures are stated at constant currency throughout this document unless otherwise indicated.

Overview

 
                                                                   Six months to 28 February 2023 
                                      UK              EU              US          RoW(1)    Total reported       Adjusting             Total 
                                                                                                                  items(4)          adjusted 
                                    GBPm            GBPm            GBPm            GBPm              GBPm            GBPm              GBPm 
         Retail sales(2)           775.1           572.7           244.3           172.7           1,764.8           (2.1)           1,762.7 
         Income from 
          other 
          services(3)               28.6            13.9            24.9             8.4              75.8               -              75.8 
         Total revenue             803.7           586.6           269.2           181.1           1,840.6           (2.1)           1,838.5 
         Cost of sales                                                                           (1,175.9)           126.7         (1,049.2) 
                                                                                          ----------------  --------------  ---------------- 
         Gross profit                                                                                664.7           124.6             789.3 
         Distribution 
          expenses                                                                                 (229.8)               -           (229.8) 
         Administrative 
          expenses                                                                                 (708.4)            78.5           (629.9) 
         Other income                                                                                  1.0               -               1.0 
                                                                                          ----------------  --------------  ---------------- 
         Operating loss                                                                            (272.5)           203.1            (69.4) 
         Finance income                                                                                2.5               -               2.5 
         Finance expense                                                                            (20.9)             0.4            (20.5) 
                                                                                          ----------------  --------------  ---------------- 
         Loss before tax                                                                           (290.9)           203.5            (87.4) 
                                                                                          ================  ==============  ================ 
 
 
 
 ASOS delivered an adjusted loss before tax of GBP87.4m for the half, 
  and a reported loss before tax of GBP290.9m. Adjusting items for the 
  half totalled GBP203.5m, including the stock-write off (GBP128.2m), 
  property impairments (GBP49.4m), and other costs associated with implementation 
  of the Driving Change agenda such as consultancy and restructuring 
  costs (GBP11.0m). There was also a non-underlying historic sales tax 
  charge (GBP9.8m) and amortisation relating to the Topshop brands (GBP5.1m). 
  The total cash outflow relating to adjusting items in the period was 
  GBP23.0m. Further detail on each of these items can be found in note 
  3 on pages 23-26. 
 
   KPIs excluding Russia(5)            Six months        Six months    Change 
                                   to 28 February    to 28 February 
                                             2023              2022 
  -----------------------------  ----------------  ----------------  -------- 
   Active customers(6) (m)                   24.9              25.5      (2%) 
   Average basket value(7)               GBP40.84          GBP37.97        8% 
   Average basket value CCY(8)           GBP39.86          GBP37.97        5% 
   Average order frequency(9)                3.73              3.75      (1%) 
   Total shipped orders (m)                  43.2              48.8     (11%) 
   Total visits (m)                       1,384.6           1,463.7      (5%) 
   Conversion(10)                            3.1%              3.3%   (20bps) 
  -----------------------------  ----------------  ----------------  -------- 
 
 
 
 
  (1) Rest of World. 
  (2) Retail sales are internet sales recorded net of an appropriate 
  deduction for actual and expected returns, relevant vouchers, discounts 
  and sales taxes. 
  (3) Income from other services comprises of delivery receipt payments, 
  marketing services, commission on partner-fulfilled sales and revenue 
  from wholesale sales. 
  (4) The adjusting items and the adjusted performance measures used 
  by ASOS are explained and defined on pages 23-26 and 45-46 respectively. 
  (5) Calculation of metrics, or movements in metrics, on an ex-Russia 
  basis involves the removal of Russia from H1 FY22 performance. This 
  adjustment allows YoY comparisons to be made on a like-for-like basis 
  following the decision to suspend trade in Russia on 2 March 2022. 
  The exception to this is visits, where ASOS have also excluded any 
  visits from Russia in H1 FY23, in addition to H1 FY22. 
  (6) Defined as having shopped in the last 12 months as at 28 February. 
  (7) Average basket value is defined as net retail sales divided by 
  shipped orders. 
  (8) Average basket value CCY is calculated as constant currency net 
  retail sales / shipped orders. 
  (9) Calculated as last 12 months' total shipped orders divided by 
  active customers. 
  (10) Calculated as total shipped orders divided by total visits. 
 KPIs including Russia                      Six months to          Six months     Change 
                                         28 February 2023      to 28 February 
                                                                         2022 
----------------------------------  ---------------------  ------------------  --------- 
 Active customers(1) (m)                             24.9                26.7       (7%) 
 Average basket value(2)                         GBP40.84            GBP38.47         6% 
 Average basket value CCY(3)                     GBP39.86            GBP38.47         4% 
 Average order frequency(4)                          3.73                3.70         1% 
 Total shipped orders (m)                            43.2                50.1      (14%) 
 Total visits (m)                                 1,389.5             1,587.2      (12%) 
 Conversion(5)                                       3.1%                3.2%    (10bps) 
----------------------------------  ---------------------  ------------------  --------- 
 
 

Total sales declined by 7%(6) (and (8%) on a reported basis), with challenging trading conditions affecting sales performance in P1 FY23 (September to December) continuing into P2 FY23 (January and February). In addition to widespread cost of living concerns and their impact on discretionary spend, consumers have returned to stores post-pandemic causing online penetration to step back in the short-term (albeit remaining notably higher on a three-year view). Sales declined further in P2 FY23 in part due to deliberate actions taken by the Company reflecting the prioritisation of structural profitability improvements and cash generation over top line growth. These actions included a reduction of Spring/Summer '23 intake (resulting in reduced assortment width), country-specific changes to pricing and delivery proposition, reduced investment in markdown and optimisation of marketing spend. Driving Change initiatives accounted for broadly half of the sales decline since December but have driven strengthening order economics and an

improving adjusted gross margin as demonstrated by a recent run rate up more than 300bps YoY continuing beyond the period end into March and April.

These deliberate profitability actions also contributed to a 2% YoY decline in active customers(7) . Premier customers declined by 7% YoY, reflecting increases to subscription prices and the introduction of, or the increase in, minimum order thresholds for free delivery in some geographies. However, the average customer value (8) of both active and Premier customers has increased over the period. In the UK, ASOS has increased its share of its customers' wallet by 50bps YoY (9) and taken share in online retail among the target 16 to 35 demographic(10) . Average basket value ('ABV') increased by 5%(11) , a positive outcome from the planned profitability initiatives supported by average selling price increases ('ASP'). Order frequency remained firm, down 1% YoY against a backdrop of steeper declines in visits, orders and conversion.

(1) Defined as having shopped in the last 12 months as at 28 February.

(2) Average basket value is defined as net retail sales divided by shipped orders.

(3) Average basket value CCY is calculated as constant currency net retail sales / shipped orders.

(4) Calculated as last 12 months' total shipped orders divided by active customers.

(5) Calculated as total shipped orders divided by total visits.

(6) Total sales CCY excluding Russia declined by 7% (down 10% CCY including Russia); total reported sales excluding Russia declined by 5% (down 8% on a reported basis including Russia).

7 Active customers declined by 0.6m YoY to 24.9m excluding Russian active customers (down 1.8m YoY at 24.9m including Russian active customers).

8 Average customer value calculated as gross billed revenue over last 12 months divided by active or Premier customers respectively.

9 Kantar | ASOS Shoppers | Online | Spend % I 24 w/e 5th March 2023 vs LY.

(10) Kantar Total Market | Total Clothing, Footwear and Accessories | Top Retailers | Total , Online | 24 w/e 5th March 2023 vs LY.

(11) Group ABV CCY increased by 5% excluding Russia and increased by 4% CCY including Russia.

Performance by market

UK

 
 UK KPIs             Six months to 28 February 
                      2023 
 Total Sales                   -10% 
                    -------------------------- 
 Visits                         -8% 
                    -------------------------- 
 Orders                        -14% 
                    -------------------------- 
 Conversion                   -30bps 
                    -------------------------- 
 ABV                            +4% 
                    -------------------------- 
 Active Customers           8.6m (-2%) 
                    -------------------------- 
 

Sales in the UK declined by 10% against a backdrop of weak consumer sentiment and a challenging online retail environment. However UK sales remain c.35% above pre-pandemic levels (c.10% CAGR since February 2020). Trading was volatile from month to month, with notable weakness in September (negative news flow relating to the cost of living) and December (postal strikes).

UK performance was also affected by planned profitability actions, including more targeted marketing spend, a change in markdown approach and changes to the Premier proposition. As ASOS prioritised order profitability ahead of growth, marketing spend was curtailed in periods of softer demand caused by both weak consumer sentiment and by challenges in the delivery market around Christmas and New Year. Markdown spend was deliberately weighted towards the peak period to accelerate the sell through of aged stock and facilitate the movement towards the renewed commercial model. With an increased focus on full-price sales, markdown was substantially reduced YoY in January and February, resulting in markdown spend back on the year. Premier subscription prices were increased from GBP9.95 to GBP11.95 in November 2022 and minimum order threshold for free delivery were increased in January 2023 from GBP10 to GBP15. However, ASOS continued to grow its share of the UK online retail market amongst its core 16 to 35 year-old demographic and increased its share of UK customers' wallet in the period (1,2) .

As a result of the factors outlined above, ABV increased 4%, underpinned by a higher ASP (supported by pricing increases and lower markdown). Visits (-8%), conversion (-30bps), orders (-14%) and Active Customers (-2%) all fell, reflective of ASOS' focus on sustainable, profitable growth.

EU

 
 EU KPIs             Six months to 28 
                      February 2023 
 Total Sales          +2% (flat CCY) 
                    ----------------- 
 Visits                    Flat 
                    ----------------- 
 Orders                    -5% 
                    ----------------- 
 Conversion               -10bps 
                    ----------------- 
 ABV                       +7% 
                    ----------------- 
 ABV (CCY) (3)             +6% 
                    ----------------- 
 Active Customers      10.6m (+1%) 
                    ----------------- 
 

Constant currency sales in the EU were flat in the period, which was encouraging in the context of the wider macroeconomic backdrop and profitability measures taken in the region. EU sales remain 17% above pre-pandemic levels (c.6% CAGR since February 2020). As in the UK, markdown was reduced significantly in January and February with an adverse impact on sales in these months. Country-specific changes to delivery propositions and order thresholds were also implemented across the region.

Active customers grew 1% YoY, despite new customer acquisition being impacted by lower performance marketing spend and reduced promotional activity in certain EU territories. Encouragingly, Premier customers have grown strongly, up 13% YoY. Whilst visits were flat, orders and conversion were down 5% and 10bps respectively. However, the region saw strong growth in ASP and consequently growth in ABV. The Netherlands, Ireland and Southern Europe outperformed, offset by a weaker performance in Northern Europe.

(1) Kantar Total Market | Total Clothing, Footwear and Accessories | 16-35 year olds | Market Shares | 24 w/e 5th March 2023 vs LY.

(2) Kantar ASOS Shoppers | Online | Spend % I 24 w/e 5(th) March 2023 vs LY.

(3) ABV (CCY) is calculated as constant currency net retail sales / shipped orders.

US

 
 US KPIs             Six months to 28 February 
                      2023 
 Total Sales               +7% (-7% CCY) 
                    -------------------------- 
 Visits                         -1% 
                    -------------------------- 
 Orders                        -12% 
                    -------------------------- 
 Conversion                   -20bps 
                    -------------------------- 
 ABV                           +22% 
                    -------------------------- 
 ABV (CCY) (1)                  +6% 
                    -------------------------- 
 Active Customers           3.2m (-9%) 
                    -------------------------- 
 

US sales fell by 7% in the period at constant currency, against a backdrop of weak consumer sentiment and planned profitability initiatives. US sales remain 28% above pre-pandemic levels (c.9% CAGR since February 2020).

As reported in October 2022, return on investment in the US market in recent years has been particularly disappointing. During the period, ASOS reallocated capital away from the market, including reducing marketing spend and took action to improve the profitability of US orders including the removal of unprofitable brands and changes to the delivery proposition. While this resulted in a fall in visits (-1%), conversion (-20bps), orders (-12%) and active customers (-9%), with ABV +6% in constant currency (supported by price increases and reduced markdown), the profitability of the market was substantially improved.

As indicated at P1 FY23, ASOS' wholesale revenue in the US has slowed due to Topshop and Topman re-stocking in the prior year and reduced intake in reflection of the weaker consumer backdrop. Nordstrom remains a critical strategic partner for ASOS in the US and Topshop and Topman remain core brands in the Nordstrom portfolio. Sales of Topshop brands through the ASOS platform in the US were up over 50% in the period.

RoW

 
 RoW KPIs            Six months to       Six months to 28 
                      28 February 2023    February 2023 including 
                      excluding Russia    Russia 
                      (2) 
 Total Sales          -10% (-12% CCY)        -35% (-36% CCY) 
                    ------------------  ------------------------- 
 Visits                    -18%                    -48% 
                    ------------------  ------------------------- 
 Orders                    -21%                    -45% 
                    ------------------  ------------------------- 
 Conversion               -10bps                  +10bps 
                    ------------------  ------------------------- 
 ABV                       +13%                    +17% 
                    ------------------  ------------------------- 
 ABV (CCY)(1)              +11%                    +15% 
                    ------------------  ------------------------- 
 Active Customers       2.5m (-7%)             2.5m (-36%) 
                    ------------------  ------------------------- 
 

Sales in the RoW segment fell by 12%(3) at constant currency and excluding Russia, having seen some of the most substantial changes under the country profitability review undertaken in P1 FY23 alongside a sharp reduction in marketing spend YoY. Delivery prices were increased across the segment alongside widespread changes to delivery thresholds. Visits, orders and conversion all stepped back, but ABV increased by 11% supported by pricing .

Active customers declined by 7% YoY. This is largely due to new customer acquisition remaining challenging, and a more competitive e-commerce market, in key territories. Premier customers have increased by 78% YoY, albeit from a low base.

On a territory basis, Saudi Arabia delivered double-digit sales growth and grew active customers, performing well throughout the half except during highly competitive key promotional events. Performance in Australia was challenging in the face of reduced investment in markdown.

(1) ABV (CCY) is calculated as constant currency net retail sales / shipped orders.

(2) Calculation of metrics, or movements in metrics, on an ex-Russia basis involves the removal of Russia from H1 FY22 performance. This adjustment allows YoY comparisons to be made on a like-for-like basis following the decision to suspend trade in Russia on 2 March 2022. The exception to this is visits, where ASOS have also excluded any visits from Russia in H1 FY23, in addition to H1 FY22.

(3) RoW revenue CCY excluding Russia declined by 12% (down 36% CCY including Russia).

Gross margin

Adjusted gross margin(1) remained flat from P1 FY23 at 42.9% (-20bps YoY), demonstrating resilience in the face of headwinds, including input cost inflation. This was achieved primarily due to pricing on ASOS own-brands and improving freight rates (both from improved contract terms and reduced use of air freight).

Reported gross margin was back 700bps to 36.1%. This reflects the gross profit impact of the stock write-off (of GBP119.7m(1) ) announced alongside ASOS' FY22 results, facilitating the Company's transition to its new commercial model and the cost of sales element of the non-underlying sales tax charge of GBP4.9m(2) .

Operating expenses

 
                                       Six months                   Six months 
                                   to 28 February       % of    to 28 February      % of 
 GBPm                                        2023      sales              2022     sales   Change 
-------------------------------  ----------------  ---------  ----------------  --------  ------- 
 Distribution costs                       (229.8)   12.5%(3)           (255.6)     12.8%      10% 
                                                       12.4% 
 Warehousing                              (227.9)        (3)           (207.2)     10.3%    (10%) 
                                                        6.0% 
 Marketing                                (109.9)        (3)           (119.7)      6.0%       8% 
                                                       11.9% 
 Other operating costs                    (218.1)        (3)           (186.1)      9.3%    (17%) 
                                                        4.0% 
 Depreciation and amortisation             (74.0)        (3)            (68.4)      3.4%     (8%) 
-------------------------------  ----------------  ---------  ----------------  --------  ------- 
 
 Total operating costs                                 46.8% 
  (excl. adjusting items)                 (859.7)        (3)           (837.0)     41.8%     (3%) 
-------------------------------  ----------------  ---------  ----------------  --------  ------- 
 Adjusting items(4)                        (78.5)       4.2%            (30.6)      1.5%   (157%) 
-------------------------------  ----------------  ---------  ----------------  --------  ------- 
 Total operating costs                    (938.2)      51.0%           (867.6)     43.3%     (8%) 
-------------------------------  ----------------  ---------  ----------------  --------  ------- 
 

Total operating costs excluding adjusting items increased by 3% YoY and by 500bps as a percentage of sales, reflecting the impact of inflationary pressures, increased return rates and deleverage on fixed costs.

Distribution costs as a percentage of sales decreased by 30bps YoY to 12.5%, with the impact of cost saving measures under the Driving Change agenda more than offsetting increased fuel surcharges. In November 2021, ASOS began fulfilling "split orders" after the opening of the Lichfield fulfilment centre. Split orders involved parcels being shipped from both Lichfield and Barnsley to fulfil a single order, and whilst split orders benefitted the customer proposition by ensuring maximum stock availability, they also increased fulfilment costs. As part of the Driving Change agenda, split orders were discontinued in January 2023, with Barnsley now holding all SKUs available for sale at any point in time, reducing distribution costs. Other measures taken include bringing more of the sortation process in-house, reducing costs.

Warehouse costs as a percentage of sales have increased by 210bps YoY to 12.4% due to increased labour inflation across all fulfilment centres, in addition to inflation in consumables and utilities and return rates normalisation. The high levels of stock reported at FY22 results created inefficiencies in the first few months of the year, that diminished as excess stock was cleared. Driving Change agenda initiatives designed to mitigate warehouse inflation include the winding down of ancillary storage, facilitated by the exceptional stock write-off, alongside simplification of UK returns infrastructure.

Marketing costs decreased by 8% YoY and remained flat at 6.0% of sales, despite increase in cost per click, as ASOS showed greater restraint on spending and focused on optimising investment to generate greater returns, in some cases reallocating spend between geographies based on underlying market conditions. Marketing investments were made ahead of peak trading in P1 FY23, but spend has since been scaled back, in-line with the Company's prioritisation of profitability over top-line growth.

Other operating costs as a percentage of sales increased by 260bps YoY (excluding adjusting items) due to the annualisation impact of headcount added in FY22 as well as wage inflation and contractual increases in third party technology services and overhead costs (including electricity, insurance, rates and waste management costs).

(1) Excluding the gross profit impact of the stock write-off GBP119.7m announced at FY22 and the non-underlying sales tax of GBP4.9m (see more detail in note 3 on pages 23-26). Total P&L impact of the stock write-off was GBP128.2m at H1 FY23 of which GBP119.7m related to gross profit, GBP7.8m warehousing costs and GBP0.7m depreciation costs. An additional c.GBP3.0m net P&L impact is expected to be booked in H2 FY23.

(2) Further detail in note 3 on pages 23-26.

(3) As a percentage of adjusted revenue

(4) Further detail on adjusting items can be found on pages 23-26

Depreciation and amortisation costs as a percentage of sales increased by 60bps YoY (excluding Topshop brands amortisation). The increase in depreciation was driven by increased warehouse capitalisation costs (including relating to Lichfield fulfilment centre) and employee tech upgrades. The increase in amortisation relates to growth in intangible assets including data services, operations systems and web and payments platforms.

Interest

Net interest costs were GBP18.4m in the period, an increase of GBP7.0m YoY primarily resulting from the drawdown of GBP250m on the Revolving Credit Facility on 8(th) September 2022.

Taxation

The reported effective tax rate ('ETR') is 25.0% based on the reported loss before tax of GBP290.9m. The H1 FY23 reported tax rate is different from the full year forecast rate of 21.1% due to a loss being incurred in H1 FY23, which is forecast to significantly reduce in H2 FY23. This loss creates a deferred tax asset, recognised at the higher rate of 25.0%, compared with the current year rate of 21.5%. This asset reduces in H2 FY23, and so the rate differential has a smaller impact on the overall ETR.

Going forward, ASOS expects the effective tax rate to be slightly higher than the prevailing rate of UK corporation tax due to permanently disallowable items and the higher tax rate paid in some of the non-UK based entities.

Earnings per share

Both basic and diluted loss per share were 218.7p (H1 FY22: basic and diluted loss per share of 13.5p). The decrease was driven by the reported loss before tax of GBP290.9m, down from a reported loss before tax of GBP15.8m last year. The potentially convertible shares related to both the convertible bond and ASOS' employee share schemes have been excluded from the calculation of diluted loss per share as they are anti-dilutive for the six months ended 28 February 2023.

Free Cash flow

There was a free cash outflow(1) for the half of GBP262.7m excluding the drawdown of GBP250.0m RCF on 8 September 2022, and ASOS ended the period with a net debt position of GBP431.7m. This was mainly driven by the reported EBITDA loss of GBP189.2m and capex investment weighted towards the first half.

The working capital outflow of GBP13.3m reflects the decrease of trade and other payables largely offset by the lower stock position versus FY22 as ASOS ended the period with stock of GBP978.4m (FY22: GBP1,078.4m, H1 FY22: GBP986.4m). This is resulting from the previously announced stock write-off(2) in line with the new commercial model and the phasing of stock receipts and payments, with the cash benefit associated with the lower H1 intake expected in H2 FY23 .

Capital expenditure totalled GBP115.0m in support of technology investments into data services, operations systems and web and payments platforms, as well as contractual payments relating to the deferred Lichfield and Atlanta automation projects.

Katy Mecklenburgh

Interim Chief Financial Officer

(1) Definition of free cash outflow can be found on pages 45-46.

(2) Total stock impact on the balance sheet was GBP121.8m at H1 FY23.

CONSOLIDATED INCOME STATEMENT (unaudited)

for the six months to 28 February 2023

 
                                     Six months to 28 February             Six months to 28 February 
                                          2023 (unaudited)                      2022 (unaudited) 
--------------------  -------                                         ---------------------------------- 
                                 Adjusted      Adjusting    Reported    Adjusted   Adjusting    Reported 
                         Note                items (note                               items 
                                                      3)                            (note 3) 
                                     GBPm           GBPm        GBPm        GBPm        GBPm        GBPm 
                                                          ---------- 
 Revenue                          1,838.5            2.1     1,840.6     2,004.1           -     2,004.1 
 Cost of sales                  (1,049.2)        (126.7)   (1,175.9)   (1,140.9)           -   (1,140.9) 
--------------------  -------  ----------  -------------  ----------  ----------  ----------  ---------- 
 Gross profit                       789.3        (124.6)       664.7       863.2           -       863.2 
 Distribution 
  expenses                        (229.8)              -     (229.8)     (255.6)           -     (255.6) 
 Administrative 
  expenses                        (629.9)         (78.5)     (708.4)     (581.4)      (30.6)     (612.0) 
 Other income                         1.0              -         1.0           -           -           - 
 Operating 
  (loss)/profit                    (69.4)        (203.1)     (272.5)        26.2      (30.6)       (4.4) 
 Finance income             5         2.5              -         2.5         0.1           -         0.1 
 Finance expense            5      (20.5)          (0.4)      (20.9)      (11.5)           -      (11.5) 
 (Loss)/profit 
  before tax                       (87.4)        (203.5)     (290.9)        14.8      (30.6)      (15.8) 
 Income tax 
  credit                    6        22.2           50.5        72.7       (3.8)         6.1         2.3 
--------------------  -------  ----------  -------------  ----------  ----------  ----------  ---------- 
 (Loss)/Profit 
  for the financial 
  period                           (65.2)        (153.0)     (218.2)        11.0      (24.5)      (13.5) 
--------------------  -------  ----------  -------------  ----------  ----------  ----------  ---------- 
 
 
   Loss per 
   share 
--------------------  -------  ----------  -------------  ----------  ----------  ----------  ---------- 
 Basic per 
  share                     7                               (218.7p)                             (13.5p) 
 Diluted per 
  share                     7                               (218.7p)                             (13.5p) 
--------------------  -------  ----------  -------------  ----------  ----------  ----------  ---------- 
 

All activities are continuing.

The notes on pages 20 to 42 form part of this condensed consolidated financial information.

CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS)/INCOME (UNAUDITED)

for the six months to 28 February 2023

 
                                                              Six months     Six months 
                                                                   to 28          to 28 
                                                                February       February 
                                                                    2023           2022 
                                                             (unaudited)    (unaudited) 
                                                                    GBPm           GBPm 
--------------------------------------------------------  --------------  ------------- 
 Loss for the financial period                                   (218.2)         (13.5) 
--------------------------------------------------------  --------------  ------------- 
 
 Items that will not be reclassified to Group income 
  statement 
 Fair value (losses)/gains on cash flow hedges                    (13.3)            7.1 
 Tax on items that will not be reclassified                          2.4          (0.3) 
--------------------------------------------------------  --------------  ------------- 
                                                                  (10.9)            6.8 
 
 Items that may be subsequently reclassified to Group 
  income statement 
 Net translation movements offset in reserves                          -            0.1 
 Fair value gains on cash flow hedges                               13.7           30.5 
 Fair value movements reclassified from cash flow hedge 
  reserve to Group income statement                                  1.1          (6.6) 
 Income tax charge relating to these items                         (0.2)          (5.2) 
--------------------------------------------------------  --------------  ------------- 
                                                                    14.6           18.8 
--------------------------------------------------------  --------------  ------------- 
 Other comprehensive income for the financial period                 3.7           25.6 
--------------------------------------------------------  --------------  ------------- 
 Total comprehensive (loss)/income for the financial 
  period attributable to owners of the parent company            (214.5)           12.1 
--------------------------------------------------------  --------------  ------------- 
 

The notes on pages 20 to 42 form part of this condensed consolidated financial information.

CONSOLIDATED BALANCE SHEET (UNAUDITED)

at 28 February 2023

 
                                     Note     28 February    28 February    31 August 
                                                     2023          2022*        2022* 
                                              (unaudited)    (unaudited)    (audited) 
                                                     GBPm           GBPm         GBPm 
----------------------------------  -----  --------------  -------------  ----------- 
 Non-current assets 
 Goodwill and other intangibles         8           703.6          664.3        683.9 
 Property, plant and equipment          9           367.4          324.7        351.7 
 Right-of-use assets                   10           299.9          354.7        380.3 
 Investment properties                  2            12.8              -            - 
 Deferred tax assets                                 15.2              -            - 
 Derivative financial assets           13             9.7           14.7         27.0 
----------------------------------  -----  -------------- 
                                                  1,408.6        1,358.4      1,442.9 
----------------------------------  -----  --------------  -------------  ----------- 
 
   Current assets 
 Inventories                                        978.4          986.4      1,078.4 
 Trade and other receivables                         63.4           87.4         88.2 
 Derivative financial assets           13            25.2           40.8         41.4 
 Cash and cash equivalents                          308.6          406.7        323.0 
 Current tax asset                                    3.9            8.7         23.0 
----------------------------------  -----  -------------- 
                                                  1,379.5        1,530.0      1,554.0 
----------------------------------  -----  --------------  -------------  ----------- 
 
   Current liabilities 
 Trade and other payables              11         (837.3)        (927.0)      (993.3) 
 Borrowings                            14           (9.3)          (1.4)        (1.4) 
 Lease liabilities                     10          (29.8)         (24.9)       (24.3) 
 Derivative financial liabilities      13          (11.2)          (6.5)       (21.0) 
 Provisions                            12           (1.7)              -            - 
                                                  (889.3)        (959.8)    (1,040.0) 
----------------------------------  -----  --------------  -------------  ----------- 
 Net current assets                                 490.2          570.2        514.0 
----------------------------------  -----  --------------  -------------  ----------- 
 
   Non-current liabilities 
 Lease liabilities                     10         (316.1)        (320.2)      (355.8) 
 Deferred tax liability                                 -         (45.6)       (58.2) 
 Provisions                            12          (54.2)         (45.9)       (41.9) 
 Derivative financial liabilities      13           (3.8)          (1.8)       (11.6) 
 Borrowings                            14         (731.0)        (467.9)      (474.5) 
----------------------------------  -----  --------------  -------------  ----------- 
                                                (1,105.1)        (881.4)      (942.0) 
----------------------------------  -----  --------------  -------------  ----------- 
 
 Net assets                                         793.7        1,047.2      1,014.9 
----------------------------------  -----  --------------  -------------  ----------- 
 
   Equity attributable to owners 
   of the parent 
 Called up share capital                              3.5            3.5          3.5 
 Share premium                                      245.7          245.7        245.7 
 Employee Benefit Trust reserve                       2.1            2.1          2.1 
 Hedging reserve                                     18.9           39.8         26.2 
 Translation reserve                                (2.7)          (2.3)        (2.7) 
 Equity portion of convertible 
  debt                                               58.9           58.9         58.9 
 Retained earnings                                  467.3          699.5        681.2 
----------------------------------  -----  --------------  -------------  ----------- 
 Total equity                                       793.7        1,047.2      1,014.9 
----------------------------------  -----  --------------  -------------  ----------- 
 
 

*See note 2 for detail on presentational changes

The notes on pages 20 to 42 form part of this condensed consolidated financial information.

These unaudited condensed consolidated interim financial statements for the six months ended 28 February 2023 were approved by the Board on 9 May 2023.

CONSOLIDATED Statement of Changes in EquitY (UNAUDITED)

for the six months to 28 February 2023

 
 
                                                                                      Equity 
                    Called                Employee                                   portion 
                        up                 Benefit                                        of 
                     share      Share        Trust     Hedging    Translation    convertible       Retained      Total 
                   capital    premium   reserve(1)     reserve        reserve           debt    earnings(2)     equity 
                      GBPm       GBPm         GBPm        GBPm           GBPm           GBPm           GBPm       GBPm 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 At 1 September 
  2022                 3.5      245.7          2.1        26.2          (2.7)           58.9          681.2    1,014.9 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Loss for the 
  period                 -          -            -           -              -              -        (218.2)    (218.2) 
 Other 
  comprehensive 
  income for 
  the period             -          -            -         3.7              -              -              -        3.7 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Total 
  comprehensive 
  income/(loss) 
  for the 
  period                 -          -            -         3.7              -              -        (218.2)    (214.5) 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Cash flow 
  hedges gains 
  and losses 
  transferred 
  to 
  non-financial 
  assets                 -          -            -      (11.0)              -              -              -     (11.0) 
 Share-based 
  payments 
  charge                 -          -            -           -              -              -            4.0        4.0 
 Tax relating 
  to share 
  option 
  scheme                 -          -            -           -              -              -            0.3        0.3 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Balance as 
  at 28 
  February 
  2023                 3.5      245.7          2.1        18.9          (2.7)           58.9          467.3      793.7 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 
 At 1 September 
  2021                 3.5      245.7          2.1        14.3          (2.4)           58.9          711.9    1,034.0 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Loss for the 
  period                 -          -            -           -              -              -         (13.5)     (13.5) 
 Other 
  comprehensive 
  income for 
  the period             -          -            -        25.5            0.1              -              -       25.6 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Total 
  comprehensive 
  income/(loss) 
  for the 
  period                 -          -            -        25.5            0.1              -         (13.5)       12.1 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Share-based 
  payments 
  charge                 -          -            -           -              -              -            1.9        1.9 
 Tax relating 
  to share 
  option 
  scheme                 -          -            -           -              -              -          (0.8)      (0.8) 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Balance as 
  at 28 
  February 
  2022                 3.5      245.7          2.1        39.8          (2.3)           58.9          699.5    1,047.2 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 
 At 1 September 
  2021                 3.5      245.7          2.1        14.3          (2.4)           58.9          711.9    1,034.0 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Loss for the 
  year                   -          -            -           -              -              -         (30.8)     (30.8) 
 Other 
  comprehensive 
  income/(loss) 
  for the year           -          -            -         6.4          (0.3)              -              -        6.1 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Total 
  comprehensive 
  income/(loss) 
  for the year           -          -            -         6.4          (0.3)              -         (30.8)     (24.7) 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Cash flow 
  hedges 
  gains and 
  losses 
  transferred 
  to 
  non-financial 
  assets                 -          -            -         5.5              -              -              -        5.5 
 Share-based 
  payments 
  charge                 -          -            -           -              -              -            0.8        0.8 
 Tax relating 
  to share 
  option 
  scheme                 -          -            -           -              -              -          (0.7)      (0.7) 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 Balance as 
  at 31 August 
  2022                 3.5      245.7          2.1        26.2          (2.7)           58.9          681.2    1,014.9 
---------------  ---------  ---------  -----------  ----------  -------------  -------------  -------------  --------- 
 

(1) Employee Benefit Trust and Link Trust

(2) Retained earnings includes the share-based payments reserve

The notes on pages 20 to 42 form part of this condensed consolidated financial information.

CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)

for the six months to 28 February 2023

 
                                                             Six months     Six months 
                                                                     to             to 
                                                            28 February    28 February 
                                                                   2023          2022* 
                                                            (unaudited)    (unaudited) 
                                                                   GBPm           GBPm 
--------------------------------------------------------  -------------  ------------- 
 Operating loss                                                 (272.5)          (4.4) 
 Adjusted for: 
 Depreciation of property, plant and equipment and 
  right-of-use assets                                              34.5           30.0 
 Amortisation of other intangible assets                           48.8           43.7 
 Impairment loss on property, plant and equipment, 
  intangible assets and right-of-use assets                        28.9           18.9 
 Share-based payments charge                                        3.3            1.5 
 Other non-cash items                                               4.6            0.3 
 Decrease/(Increase) in inventories                                99.9        (181.3) 
 Decrease/(increase) in trade and other receivables                28.8         (30.2) 
 Decrease in trade and other payables                           (142.0)         (34.4) 
 Increase in provisions                                            14.0            2.7 
--------------------------------------------------------  -------------  ------------- 
 Cash used in operating activities                              (151.7)        (153.2) 
 Income tax received                                               23.5            2.0 
--------------------------------------------------------  -------------  ------------- 
 Net cash used in operating activities                          (128.2)        (151.2) 
 
 Investing activities 
 Purchase of other intangible assets                             (68.8)         (53.4) 
 Purchase of property, plant and equipment                       (46.2)         (33.1) 
 Interest received                                                  2.5            0.1 
--------------------------------------------------------  -------------  ------------- 
 Net cash used in investing activities                          (112.5)         (86.4) 
 
 Financing activities 
 Drawdown of Revolving Credit Facility (RCF)                      250.0              - 
 Refinancing amendment fees paid                                  (3.9)              - 
 Repayment of principal portion of lease liabilities             (12.1)         (13.4) 
 Interest paid                                                    (6.0)          (5.5) 
--------------------------------------------------------  -------------  ------------- 
 Net cash generated from/(used in) financing activities           228.0         (18.9) 
--------------------------------------------------------  -------------  ------------- 
 
 Net decrease in cash and cash equivalents                       (12.7)        (256.5) 
--------------------------------------------------------  -------------  ------------- 
 
 Opening cash and cash equivalents                                323.0          662.7 
 Effect of exchange rates on cash and cash equivalents            (1.7)            0.5 
--------------------------------------------------------  -------------  ------------- 
 Closing cash and cash equivalents                                308.6          406.7 
--------------------------------------------------------  -------------  ------------- 
 

*See note 2 for detail on presentational changes

The notes on pages 20 to 42 form part of this condensed consolidated financial information.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

1. General information

ASOS Plc ('the Company') and its subsidiaries (together, 'the Group') is a global fashion retailer. The Group sells products across the world and has websites targeting countries that include the UK, US, Australia, France, Germany, Spain, Italy, Sweden, the Netherlands, Denmark and Poland. The Company is a public limited company whose shares are publicly traded on the London Stock Exchange. The Company is incorporated and domiciled in the UK and the address of its registered office is Greater London House, Hampstead Road, London NW1 7FB.

The financial period represents the six months to 28 February 2023 (comparative financial period six months to 28 February 2022; prior financial year 12 months to 31 August 2022). The financial information comprises the results of the Company and its subsidiaries.

2. Basis of preparation

The interim financial statements for the six months to 28 February 2023 have been prepared in accordance with the UK-adopted IAS 34, "Interim Financial Reporting" and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. The interim financial statements should be read in conjunction with the Group's Annual Report and Accounts for the year to 31 August 2022, which was prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

The interim financial statements have been reviewed, not audited, and do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Annual Report and Accounts for the year to 31 August 2022 have been filed with the Registrar of Companies. The auditors' report on those accounts was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report and did not contain statements under section 498 of the Companies Act 2006.

The financial information contained in the Interim Results is presented in sterling, rounded to the nearest million (GBPm) unless otherwise stated.

   2.1.      Going concern 

The Directors are satisfied that the Group has sufficient resources to continue in operation for a period of at least 12 months from the date of approval of the financial statements, and therefore continue to adopt the going concern basis in preparing the financial statements. In assessing the Group's going concern position, the Directors considered the Group's business activities and principal risks, reviewing the Group's forecasted cash flows, liquidity positions and borrowing facilities for the 18-month period to August 2024.

In assessing the Group's going concern position, the Directors have considered the Group's detailed forecasting process which considers the Group's financial performance, position and cash flows over the going concern period (the base case). These cash flow forecasts represent the Directors' best estimate of trading performance and costs implications in the market based on current agreements, market experience and consumer demand expectations. In conjunction with this, the Directors considered the Group's business activities and principal risks, reviewing the Group's cash flows, liquidity positions and borrowing facilities for the going concern period. The review included the recent amendment and extension (which extends the maturity of the facility to November 2024) to the Group's Revolving Credit Facility (RCF) agreement that was obtained in May 2023, further detail is included within Note 18. At 28 February 2023, the Group had GBP250m of the GBP350m RCF drawn (plus GBP50m ancillary facilities following exercise of a GBP50m accordion option in December 2022) and GBP500m convertible bonds with a maturity of April 2026.

2. Basis of preparation continued

As part of the assessment, the Group has considered various severe but plausible downside scenarios comprising a combination of scenarios. The downside scenarios include assumed reductions in forecast sales during the period under review of between 8% and 11%, and gross margin reductions of between 1% to 2%. Working capital shocks in excess of GBP100m and interest rate rises were modelled over the period, varying by month, with applied mitigations over and above the base case also being reflected in the projections. In both the base case and the severe but plausible downside scenario, the forecasts indicated that there was sufficient covenant headroom and liquidity for the business to continue based on the facilities available to the Group as described above.

Reverse stress tests have also been performed on both the Group's revenue and gross margin to see how far these would need to decline to cause a liquidity event. To test sales, the working capital shock used in the plausible downside scenario, and a gross margin decline of 2% were overlaid on the base case and then sales reduced until there was a covenant breach; sales could decline by a further 15% over the base case before there was a breach. To test gross margin, the working capital shock used in the plausible downside scenario and an average sales decline of 4% were overlaid on the base case allowing a gross margin decline of 4% before there was a breach. Both scenarios are considered remote based on results of previous significant economic shock events, particularly on the basis that the Group is annualising the softer market growth and global supply chain crisis experienced this year.

Based on the above, the Directors considered it appropriate to adopt the going concern basis of accounting in the preparation of the Group's financial statements.

   2.2.      Changes in presentation 

Other comprehensive income

In accordance with IAS 1 'Presentation of Financial Statements', within the Consolidated Statement of Comprehensive (Loss)/Income, the Group presents items that may be and will not be subsequently reclassified to the income statement, which includes the fair value movements on effective cash flow hedges. In accordance with IFRS 9 'Financial Instruments', cash flow hedge gains and losses in relation to purchases of non-financial assets are recognised as part of the cost of the non-financial asset (a basis adjustment). For the Group this relates to foreign currency denominated purchases of inventory and property plant and equipment. The carrying value of the asset is adjusted for the accumulated gains or losses recognised directly in other comprehensive income, and then recognised in the income statement when sold (for inventory) or as depreciated (for property, plant and equipment).

This basis adjustment is not part of other comprehensive income. The Group has therefore separately presented effective fair value movements on hedges relating to inventory and property, plant and equipment, and those relating to effective hedges of foreign currency denominated sales, within the Consolidated Statement of Comprehensive (Loss)/Income, and shown the basis adjustments as a separate line within the Consolidated Statement of Changes in Equity. Comparative period amounts have not been adjusted on the grounds of materiality.

Consolidated balance sheet

The presentation of the Consolidated balance sheet has been updated as follows:

   --      Goodwill and other intangible assets are now disclosed as one line item 
   --      Right-of-use assets are now presented separately from property, plant and equipment 

The comparatives have also been updated to reflect these changes.

Consolidated cash flow statement

The presentation of the Consolidated cashflow statement has been updated so that movements in provisions are shown separately. These were previously included within movements in trade and other payables.

2. Basis of preparation continued

Reclassification of right-of-use assets as investment property

The Group has been subletting unused office space within its Leavesden property since November 2021, and as disclosed in note 3, further space has been vacated during the year with a view to ultimately sub-letting. As a result, the related space has been assessed to meet the definition of investment property under IAS 40 "Investment Properties". Right-of-use assets with a net book value of GBP12.8m have therefore been transferred from right-of-use assets to investment property during the year.

Comparative period amounts as at 28 February 2022 of GBP14.8m (and 31 August 2022: GBP13.5m) are not considered material, therefore have not been adjusted. The accounting policy for investment property is disclosed below, and is in line with that for the respective right-of-use assets. As a result, there is no change on profit and loss, net assets nor earnings per share.

Investment properties accounting policy

Investment property assets are carried at cost less accumulated depreciation and any recognised impairment in value. The depreciation policies for investment property are consistent with those described for right-of-use assets.

2.3. Accounting policies

The Group has considered the following amendments to published standards that are effective for the Group for the financial year beginning 1 September 2022 and concluded that they are either not relevant to the Group or that they do not have a significant impact on the Group's financial statements other than disclosures.

   --      Onerous Contracts - Cost of Fulfilling a Contract - Amendments to IAS 37 
   --      Annual Improvements to IFRS Standards 2018-2020 
   --      Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) 
   --      Reference to the Conceptual Framework - Amendments to IFRS 3 

The interim financial statements have been prepared in accordance with the accounting policies set out in the Annual Report and Accounts for the year to 31 August 2022, with the exception of the items noted in note 2.2 above.

2.4. Significant accounting judgements and key sources of estimation uncertainty

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets and liabilities, income and expense. Actual results might differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 August 2022, with the exception of the following items, which are concluded to no longer be significant judgements for the Group:

-- Legal contingencies - the Group has no material contingent liabilities to disclose, therefore this is no longer considered a significant judgement

-- Post balance sheet events - the prior year judgement was specifically in relation to the Group's commercial model change, therefore is no longer a post balance sheet event.

2.5. Alternative performance measures (APMs)

In the reporting of financial information, the Directors use various APMs. These APMs are defined and reconciled on pages 45-46, and should be considered in addition to, and are not intended to be a substitute for, IFRS measurements. As they are not defined by International Financial Reporting Standards, they may not be directly comparable with other companies' APMs.

3. Adjusted profit/(loss) before tax

In order to support shareholders' reviews of the year-on-year performance of the business, an adjusted measure of profit is provided to supplement the reported IFRS numbers. This aligns to how the business measures performance internally.

Judgement is required when determining which items are to be adjusted. In doing so, the Group considers items which are significant, either in size and/or nature, the inclusion of which could distort comparability between periods. The same assessment is applied consistently to any reversals of prior-period adjusting items. Adjusted profit/(loss) before tax (and similarly adjusted EBIT) is not an IFRS measure and therefore not directly comparable to other companies - refer to "Alternative Performance Measures" in the appendix for further detail.

More details on each adjusting item are included further below:

 
 Six months to 28 February 2023 (unaudited) 
-----------------------------------------------------------------------------------------  -------- 
                                           Revenue   Cost of   Administrative     Finance     Total 
                                                       sales         expenses    expenses 
                                              GBPm      GBPm             GBPm        GBPm      GBPm 
----------------------------------------  --------  --------  ---------------  ----------  -------- 
 
 Driving Change agenda 
            Commercial operating 
             model                             2.1   (121.8)            (8.5)           -   (128.2) 
            Property-related costs               -         -           (49.4)           -    (49.4) 
            Other strategic initiatives          -         -           (10.6)       (0.4)    (11.0) 
 Non-underlying sales 
  tax                                            -     (4.9)            (4.9)           -     (9.8) 
 Amortisation of acquired 
  intangible assets                              -         -            (5.1)           -     (5.1) 
----------------------------------------  --------  --------  ---------------  ----------  -------- 
                                               2.1   (126.7)           (78.5)       (0.4)   (203.5) 
----------------------------------------  --------  --------  ---------------  ----------  -------- 
 
 
 
 Six months to 28 February 2022 (unaudited) 
----------------------------------------------------------------------------------- 
                                    Revenue    Cost of   Administrative     Finance    Total 
                                                 sales         expenses    expenses 
                                       GBPm       GBPm             GBPm        GBPm     GBPm 
--------------------------------  ---------  ---------  ---------------  ----------  ------- 
 
 ASOS Re-imagined                         -          -            (7.9)           -    (7.9) 
 Main Market transition costs             -          -            (5.5)           -    (5.5) 
 Impairment of Leavesden assets           -          -           (18.3)           -   (18.3) 
 Employee and other liabilities 
  relating to Topshop brands 
  acquisition                             -          -              6.4           -      6.4 
 Amortisation of acquired 
  intangible assets                       -          -            (5.3)           -    (5.3) 
--------------------------------  ---------  ---------  ---------------  ----------  ------- 
         -                                           -           (30.6)           -   (30.6) 
 ---------  ------------------------------------------  ---------------  ----------  ------- 
 
 

3. Adjusted profit/(loss) before tax continued

Driving Change agenda

In October 2022, the Group announced a change agenda to strengthen ASOS over the next 12 months and reorient the business towards the future, underpinned by four key actions:

a) A Renewed commercial model: Acceleration of changes in ASOS' approach to merchandising and buying in support of a more competitive proposition and tighter stock turnover.

b) Stronger order economics and a lighter cost profile: Actions to improve order economics and ensure a sustainable level of profitability in all markets, whilst focusing efforts on key markets in conjunction with a focus on optimising the Group's cost base, improving supply chain efficiencies, and eliminating excess costs through increased controls. This includes optimising the Group's space requirements through a mix of repurposing existing capacity and vacating any excess capacity.

c) Robust, flexible balance sheet: Aligning future investment with capacity requirements to ensure a more efficient allocation of capital, while maintaining planned strategic investment in technology in support of an improved customer experience. In addition, maintaining sufficient headroom on facilities, ensuring flexibility in the short term.

d) Enabled by a reinforced leadership team and refreshed culture: Simplifying decision-making processes to encourage a culture of innovation and creativity across the business, while reinforcing the senior leadership team with strategic key hires.

Various items of income and expenditure have been incurred during the period in relation to this, as outlined below.

3. Adjusted profit/(loss) before tax continued

Commercial operating model

As outlined in the FY22 results on 19th October 2022, a key focus for ASOS in FY23 is the renewal of the commercial operating model. The updated model aims to operate a shorter buying cycle with an accelerated speed to market, facilitating an enhanced customer proposition that offers new products, more regularly. To achieve this, ASOS is utilising off-site clearance routes that will enable the Group to clear inventory earlier in its lifecycle than previously, therefore reducing the overall breadth of inventory held in fulfilment centres, which in turn will reduce the volume that is sold on promotion via the ASOS site.

To transition to the new model, a reshaping of the inventory portfolio is required, and as a result additional costs have been recognised in relation to stock cleared during the period, as well as provisions for stock held that will be sold through alternative clearance channels.

 
                                                                  GBPm 
------------------------------------------------------------  -------- 
 Losses on the sale of stock sold cleared during the period     (12.7) 
 Associated holding and extraction costs incurred during 
  the period                                                     (8.5) 
 Inventory provisions on stock remaining to be cleared         (107.0) 
------------------------------------------------------------  -------- 
                                                               (128.2) 
------------------------------------------------------------  -------- 
 

Losses on the sale of stock during the period are net of income received of GBP2.1m.

Property related costs

During the period it was agreed to vacate a number of Group-occupied sites, including office and warehouse space. As a result, costs of GBP49.4m have been incurred, comprising the following:

 
                                                      GBPm 
-------------------------------------------------  ------- 
 Impairment of property, plant and equipment (a)     (5.7) 
 Impairment of intangible assets (a)                 (1.7) 
 Impairment of right of use assets (a)              (21.5) 
 Accelerated depreciation (b)                        (3.5) 
 Exit provisions (c)                                (17.0) 
-------------------------------------------------  ------- 
                                                    (49.4) 
-------------------------------------------------  ------- 
 
   a)   Impairment of assets for sites vacated during the financial period 

b) Where sites are to be vacated during the second half of the year, the remaining useful economic lives of corresponding sites have been reassessed to align with closure dates, resulting in an acceleration in depreciation of these assets. The accelerated depreciation (over and above the charge absent the closure decision) is recognised within adjusting items.

c) Exit provisions relate to onerous contract costs on leased sites that have been identified for closure. Upon initial recognition of exit provisions, management uses its best estimates of the relevant costs to be incurred as well as expected closure dates. This excludes business rates on leased property which are recognised in the period they are incurred.

Whilst the properties remain vacant, ongoing expenses relating to lease interest, onerous provision unwinds and business rates (totalling approximately GBP2m per year) will be reported outside adjusted profit given they do not relate to operational sites of the Group.

3. Adjusted profit/(loss) before tax continued

Other strategic initiatives

Other priorities for FY23 communicated at the FY22 results included; (i) stronger order economics and a lighter cost profile, (ii) a robust, flexible balance sheet, and, (iii) a reinforced leadership team and refreshed culture. ASOS has progressed with each of these priorities during the period, with non-underlying costs of GBP11.0m incurred, relating to external consultancy costs to support the launch of the programme and the identification of initiatives, business restructuring costs including severance, and costs incurred associated with the revolving credit facility covenant waiver as disclosed at year-end. The Driving Change agenda has replaced the Group's ASOS Reimagined programme that commenced in the prior year.

Costs incurred last year in relation to ASOS Reimagined totalled GBP25.4m, bringing cumulative change agenda costs incurred to date to GBP214.0m, of which GBP32.6m is cash (inclusive of the commercial operating model update).

Non-underlying sales tax

During the period, a historic overstatement of recoverable sales tax receivables was identified. The balance had built up over a number of years, predominantly prior to 2020. As at the year-end 31 August 2022, the cumulative amount on the balance sheet totalled GBP9.8m. Sales tax recognised on the balance sheet of GBP9.8m has therefore been written off this year. Furthermore, the adjustment is not considered to have a material impact on the prior year balance sheet nor income statement, therefore the comparative results have not been restated. Given this is an out of period cost and could distort comparability between reporting periods, this has been included as an adjusting item.

Amortisation of acquired intangible assets

Amortisation of acquired intangible assets is adjusted for as the acquisition the amortisation relates to was outside business-as-usual operations for ASOS. These assets would not normally be recognised outside of a business combination, therefore the associated amortisation is adjusted.

Classification as adjusting items

Given a number of the costs incurred as part of the above programmes facilitate future ongoing cost savings, it was considered whether it was appropriate to report these costs within adjusted profit/(loss). Whilst they arise from changes in the Group's underlying operations, they can be separately identified, are significant in size / nature and their inclusion within adjusted profit/(loss) does not facilitate meaningful comparison between financial years. Furthermore the costs incurred arise as a result of implementing changes for the future to evolve and reshape the business and are therefore not reflective of ordinary, in-year trading activity, and for areas being closed or restructured, these operations no longer relate to the Group's trading operations. Exclusion from adjusted profit/(loss) is therefore considered appropriate.

Cash flow impact of adjusting items

The total cash flow impact of adjusting items is as follows:

 
                                                                         Six months to                   Six months to 
                                                          28 February 2023 (unaudited)    28 February 2022 (unaudited) 
                                                                                  GBPm                            GBPm 
------------------------------------------------------  ------------------------------  ------------------------------ 
 Commercial operating model change                                               (0.9)                               - 
 Other strategic initiatives (including ASOS 
  Reimagined)                                                                   (22.1)                           (6.1) 
 Main Market transition costs                                                        -                           (1.7) 
 Total adjusting items within operating cash flow                               (23.0)                           (7.8) 
                                                        ------------------------------  ------------------------------ 
 

Of the GBP23.0m paid in the current year, GBP11.4m relates to expenditure incurred in the prior year.

4. 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 Management Committee (renamed from the Executive Committee as part of the Group's Driving Change agenda) which receives information on the basis of the Group's operations in key geographical territories. Management monitors and makes decisions considering the entire Group. The Group has reviewed its assessment of reportable segments under IFRS 8, "Operating Segments" and concluded that the Group continues to have one reportable segment.

 
                                             Six months to 28 February 2023 (unaudited) 
                                                        UK        EU        US    RoW(1)         Total 
                                                      GBPm      GBPm      GBPm      GBPm          GBPm 
----------------------------  ----------------------------  --------  --------  --------  ------------ 
 Retail sales                                        775.1     572.7     244.3     172.7       1,764.8 
 Income from other services 
  (2)                                                 28.6      13.9      24.9       8.4          75.8 
                                                                                          ------------ 
 Total revenue                                       803.7     586.6     269.2     181.1       1,840.6 
                                                                                             (1,175.9) 
                                                                                          ------------ 
 Cost of sales 
----------------------------  ----------------------------  --------  --------  --------  ------------ 
 Gross profit                                                                                    664.7 
 Distribution expenses                                                                         (229.8) 
 Administrative expenses                                                                       (708.4) 
 Other income                                                                                      1.0 
----------------------------  ----------------------------  --------  --------  --------  ------------ 
 Operating loss                                                                                (272.5) 
 Finance income                                                                                    2.5 
 Finance expense                                                                                (20.9) 
----------------------------  ----------------------------  --------  --------  --------  ------------ 
 Loss before tax                                                                               (290.9) 
----------------------------  ----------------------------  --------  --------  --------  ------------ 
 
 Non-current assets(3)                             1,013.7     183.4     151.4         -       1,348.5 
----------------------------  ----------------------------  --------  --------  --------  ------------ 
 
 

1 Rest of World.

2 Income from other services comprises of delivery receipt payments, marketing services, commission on partner-fulfilled sales and revenue from wholesale sales.

3 Excluding goodwill, derivative financial assets and deferred tax assets.

 
                                   Six months to 28 February 2022 (unaudited) 
                                    UK        EU       US    RoW(1)         Total 
                                  GBPm      GBPm     GBPm      GBPm          GBPm 
----------------------------  --------  --------  -------  --------  ------------ 
 Retail sales                    867.2     564.1    226.0     270.1       1,927.4 
 Income from other services 
  (2)                             28.3      13.3     26.7       8.4          76.7 
 Total revenue                   895.5     577.4    252.7     278.5       2,004.1 
 Cost of sales                                                          (1,140.9) 
----------------------------  --------  --------  -------  --------  ------------ 
 Gross profit                                                               863.2 
 Distribution expenses                                                    (255.6) 
 Administrative expenses                                                  (612.0) 
----------------------------  --------  --------  -------  --------  ------------ 
 Operating loss                                                             (4.4) 
 Finance income                                                               0.1 
 Finance expense                                                           (11.5) 
----------------------------  --------  --------  -------  --------  ------------ 
 Loss before tax                                                           (15.8) 
----------------------------  --------  --------  -------  --------  ------------ 
 
 

4. Segmental analysis continued

 
                                 Six months to 28 February 2022 (unaudited) 
--------------------------  --------------------------------------------------- 
                                    UK        EU        US    RoW(1)      Total 
                                  GBPm      GBPm      GBPm      GBPm       GBPm 
--------------------------  ----------  --------  --------  --------  --------- 
 Non-current assets (as 
  at 28 February 2022)(3)        986.0     188.3     134.2         -    1,308.5 
--------------------------  ----------  --------  --------  --------  --------- 
 Non-current assets (as 
  at 31 August 2022)(3)        1,006.7     188.8     185.2         -    1,380.7 
--------------------------  ----------  --------  --------  --------  --------- 
 

1 Rest of World

2 Income from other services comprises of delivery receipt payments, marketing services, commission on partner-fulfilled sales and revenue from wholesale sales

3 Excluding goodwill, derivative financial assets and deferred tax assets.

Due to the nature of its activities, the Group is not reliant on any individual major customers.

5. Finance income and finance costs

 
                                                     Six months to     Six months 
                                                  28 February 2023    to February 
                                                                             2022 
                                                       (unaudited)    (unaudited) 
                                                              GBPm           GBPm 
----------------------------------------------  ------------------  ------------- 
 Interest income on cash and cash equivalents                  2.5            0.1 
----------------------------------------------  ------------------  ------------- 
 
 
 
 Interest on borrowings                (19.1)    (9.6) 
 Interest on lease liabilities          (2.9)    (2.6) 
 Provisions - unwinding of discount     (0.6)    (0.1) 
 Interest capitalised                     1.7      0.8 
------------------------------------  -------  ------- 
 Total finance costs                   (20.9)   (11.5) 
------------------------------------  -------  ------- 
 

6. Taxation

 
                                                         Six months to 28 February 2023   Six months to February 2022 
                                                                            (unaudited)                   (unaudited) 
                                                                                   GBPm                          GBPm 
-----------------------------------------------------  --------------------------------  ---------------------------- 
 Current year UK tax                                                                  -                         (5.3) 
 Current year overseas tax                                                          0.6                             - 
 Adjustment in respect of prior year corporation tax                              (2.9)                         (0.3) 
 Total current tax credit                                                         (2.3)                         (5.6) 
 
 Origination and reversal of temporary differences                               (71.1)                           4.7 
 Adjustment in respect of prior years                                               0.7                         (1.4) 
 Total deferred tax (credit)/expense                                             (70.4)                           3.3 
 
 Total income tax credit in income statement                                     (72.7)                         (2.3) 
-----------------------------------------------------  --------------------------------  ---------------------------- 
 Analysed as:                                                                    (22.2)                           3.8 
  Underlying tax                                                                 (50.5)                         (6.1) 
  Non-underlying tax 
 Total income tax credit in income statement                                     (72.7)                         (2.3) 
-----------------------------------------------------  --------------------------------  ---------------------------- 
 Effective tax rate                                                               25.0%                         14.6% 
-----------------------------------------------------  --------------------------------  ---------------------------- 
 

Income tax is recognised on management's estimate of the weighted average effective annual income tax rates for corporate and deferred taxes expected for the full financial year, including stock provision adjustments (refer note 3 for adjusting items) but excluding all other adjusting items, prior year adjustments, share based payments and derivatives, which are recognised on an actuals basis. The estimated average annual tax rate used for the six months to 28 February 2023 is 20.8% compared to 22.0% for the six months to 28 February 2022.

The reported effective tax rate is 25.0% based on the reported loss before tax of GBP290.9m. The H1 FY23 reported tax rate is different from the full year forecast rate due to expected disallowances in H2 FY23. The reported tax rate is above the prior year comparative of 14.6% due to the losses carried forward at the deferred tax rate of 25%, the ending of the super deduction on capital allowances relief from 1 April 2023 and the fall in share price impacting the tax on share based payments. In addition, prior year adjustments reduced the prior period ETR by c.10%.

7. (Loss)/Earnings per Share

Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to the owners of the parent company by the weighted average number of ordinary shares in issue during the period. Own shares held by the Employee Benefit Trust and Link Trust are eliminated from the weighted average number of ordinary shares.

Diluted earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to the owners of the parent company by the weighted average number of ordinary shares in issue during the period, adjusted for the effects of potentially dilutive ordinary shares.

 
                                                         Six months     Six months 
                                                                 to             to 
                                                        28 February    28 February 
                                                               2023           2022 
                                                        (unaudited)    (unaudited) 
---------------------------------------------------  --------------  ------------- 
 Weighted average share capital 
 Weighted average shares in issue (no. of shares)        99,775,925     99,675,829 
 Weighted average effect of dilutive share options                -              - 
  (no. of shares)(1) 
 Weighted average effect of convertible bond                      -              - 
  (no. of shares) (1) 
---------------------------------------------------  --------------  ------------- 
 Weighted average shares in issue for diluted 
  earnings/(loss) per share (no. of shares)              99,775,925     99,675,829 
---------------------------------------------------  --------------  ------------- 
 
 Losses (GBPm) 
 Loss attributable to owners of the parent company         ( 218.2)         (13.5) 
 Interest expense on convertible bonds(1)                         -              - 
---------------------------------------------------  --------------  ------------- 
 Diluted loss attributable to owners of the 
  parent company for diluted loss per share                ( 218.2)         (13.5) 
---------------------------------------------------  --------------  ------------- 
 
 Basic loss per share                                      (218.7p)        (13.5p) 
 Diluted loss per share                                    (218.7p)        (13.5p) 
---------------------------------------------------  --------------  ------------- 
 

(1) Dilutive shares and interest not included where their effect is anti-dilutive.

8. Intangible assets

 
                                    Six months to 28 February 2023   Six months to 28 February 2022           Year to 
                                                       (unaudited)                      (unaudited)    31 August 2022 
                                                              GBPm                             GBPm         (audited) 
                                                                                                                 GBPm 
--------------------------------  --------------------------------  -------------------------------  ---------------- 
 Net book value 
 At the beginning of the period                              683.9                            652.2             652.2 
 Additions                                                    70.2                             55.8             120.5 
 Amortisation charge                                        (48.8)                           (43.7)            (88.8) 
 Impairment charge                                           (1.7)                                -                 - 
 At the end of the period                                    703.6                            664.3             683.9 
                                  --------------------------------  -------------------------------  ---------------- 
 

Details of the impairment charges are included within note 3.

The net book value comprises:

 
                               Six months to 28 February 2023   Six months to 28 February 2022           Year to 
                                                  (unaudited)                      (unaudited)    31 August 2022 
                                                         GBPm                             GBPm         (audited) 
                                                                                                            GBPm 
---------------------------  --------------------------------  -------------------------------  ---------------- 
 Net book value 
 Goodwill                                                35.2                             35.2              35.2 
 Software                                               443.6                            393.1             417.8 
 Customer relationships                                  18.2                             21.2              19.7 
 Brands and domain names                                203.8                            211.5             207.6 
 Assets under construction                                2.8                              3.3               3.6 
 At the end of the period                               703.6                            664.3             683.9 
                             --------------------------------  -------------------------------  ---------------- 
 

Goodwill is not amortised, but tested annually for impairment, or when an indicator of impairment exists. For the purpose of impairment testing, goodwill is monitored on an entity wide basis at the reporting segment level as a singular cash-generating unit (CGU), the ASOS Group CGU. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to dispose. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognised for goodwill are not subsequently reversed.

Given the reported loss recognised during the period, an indicator was deemed to exist. The recoverable amount of the ASOS Group CGU was therefore determined using a value in use calculation, using key assumptions as follows:

-- Cash flow years / assumptions: Cash flow projections for five years, derived from the Group's latest results and financial forecasts approved by the Board. Thereafter, a terminal value is calculated, based on estimated long-term growth rates.

   --      Pre-tax discount rate: 11.7% 
   --      Post-tax discount rate: 10.1% 
   --      Long term growth rate: 1.5% 

No impairment charge in respect of goodwill has been recognised during the period (2022: GBPnil). No reasonably possible change in the assumptions used in the value-in-use calculations could result in a material impairment of goodwill.

9. Property, plant and equipment

 
                                        Six months to       Six months to 
                                     28 February 2023    28 February 2022   Year to 31 August 2022 
                                          (unaudited)         (unaudited)                (audited) 
                                                 GBPm                GBPm                     GBPm 
--------------------------------  -------------------  ------------------  ----------------------- 
 Net book value 
 At the beginning of the period                 351.7               314.0                    314.0 
 Additions                                       36.8                35.1                     78.3 
 Depreciation charge                           (15.4)              (14.6)                   (30.7) 
 Impairment charge                              (5.7)               (9.8)                    (9.9) 
 At the end of the period                       367.4               324.7                    351.7 
                                  -------------------  ------------------  ----------------------- 
 

Details of the impairment charges are included in note 3.

The net book value of property, plant and equipment comprises fixtures fittings, plant and machinery of GBP259.2 million (28 February 2022: GBP275.9m; 31 August 2022: GBP273.7m); computer equipment of GBP13.2m (28 February 2022: GBP12.3m; 31 August 2022: GBP15.1m) and assets under construction of GBP95.0m (28 February 2022: GBP36.5m; 31 August 2022: GBP62.9m).

At 28 February 2023, capital commitments contracted, but not provided for by the Group, amounted to GBP156.8m (28 February 2022: GBP166.4m; 31 August 2022: GBP206.0m).

   10.      Leases 

Right-of-use assets

See below for the carrying amounts of right-of-use assets and the movements during the period:

 
                                                         Six months        Six months      Year to 
                                                     to 28 February    to 28 February 
                                                               2023              2022 
                                                        (unaudited)       (unaudited)    31 August 
                                                                                              2022 
                                                               GBPm              GBPm    (audited) 
                                                                                              GBPm 
-------------------------------------------------  ----------------  ----------------  ----------- 
 At the beginning of the period                               380.3             345.2        345.2 
 New leases and modifications / reassessments(1)             (24.1)              32.9         72.6 
 Impairment charge                                           (21.5)             (9.1)        (9.3) 
 Depreciation charge                                         (19.1)            (15.4)       (30.3) 
 Transfers to investment property(2)                         (12.8)                 -            - 
 Disposals                                                        -                 -        (3.4) 
 Exchange differences                                         (2.9)               1.1          5.5 
-------------------------------------------------  ----------------  ----------------  ----------- 
 At the end of the period                                     299.9             354.7        380.3 
-------------------------------------------------  ----------------  ----------------  ----------- 
 

(1) The Group presents additions to right-of-use assets in line with the disclosure requirements of IFRS 16 'Leases'. In doing so, additions to right-of-use assets above include the net impact of new leases and modifications/reassessments. This incorporates re-measurements of any associated dilapidation provisions.

(2) The Group now sublets unused office space within its Leavesden property, and as disclosed in note 3, further space has been vacated during the year with a view to ultimately sub-letting. As a result, the related space has been assessed to meet the definition of investment property under IAS 40 "Investment Properties". Right-of-use assets with a net book value of GBP12.8m have therefore been transferred from right-of-use assets to investment property during the year. Further detail is included within note 2.

Right of use assets comprise entirely leases for land and buildings.

Details of impairment charges are included in note 3.

Lease Liabilities

Set out below are the carrying amounts of lease liabilities and the movements during the period:

 
                                     Six months to 28 February 2023   Six months to 28 February 2022           Year to 
                                                        (unaudited)                      (unaudited)    31 August 2022 
                                                               GBPm                             GBPm         (audited) 
                                                                                                                  GBPm 
---------------------------------  --------------------------------  -------------------------------  ---------------- 
 At the beginning of the period                               380.1                            328.9             328.9 
 New leases and modifications / 
  reassessments                                              (20.5)                             30.1              75.2 
 Payments                                                    (15.0)                           (16.0)            (31.7) 
 Interest expense                                               2.9                              2.6               5.4 
 Disposals                                                        -                                -             (3.9) 
 Exchange differences                                         (1.6)                            (0.5)               6.2 
 At the end of the period                                     345.9                            345.1             380.1 
---------------------------------  --------------------------------  -------------------------------  ---------------- 
 
 
 Current                                                       29.8                             24.9              24.3 
 Non-current                                                  316.1                            320.2             355.8 
---------------------------------  --------------------------------  -------------------------------  ---------------- 
 Total                                                        345.9                            345.1             380.1 
---------------------------------  --------------------------------  -------------------------------  ---------------- 
 
   10.      Leases continued 

Income statement / cash flow disclosures

The following amounts are included in the Group's consolidated financial statements in respect of its leases:

 
                                                                Six months        Six months 
                                                            to 28 February    to 28 February 
                                                                      2023              2022 
                                                               (unaudited)       (unaudited) 
                                                                      GBPm              GBPm 
--------------------------------------------------------  ----------------  ---------------- 
 Income statement 
 Depreciation charge for right-of-use assets (excluding 
  impairment)                                                       (19.1)            (15.4) 
 Interest expense on lease liabilities                               (2.9)             (2.6) 
 Expense relating to short-term leases                               (0.3)             (0.2) 
 Expense relating to leases of low value assets that 
  are not shown above as short-term leases                           (0.2)             (0.3) 
--------------------------------------------------------  ----------------  ---------------- 
 Cash flow 
 Total cash outflow for leases comprising interest 
  and capital payments                                              (15.5)            (16.5) 
 Sub-let income relating to leases under IFRS 16                       0.7               0.2 
--------------------------------------------------------  ----------------  ---------------- 
 
   11.      Trade and other payables 
 
                                      Six months        Six months      Year to 
                                  to 28 February    to 28 February 
                                            2023              2022 
                                     (unaudited)       (unaudited)    31 August 
                                                                           2022 
                                            GBPm              GBPm    (audited) 
                                                                           GBPm 
------------------------------  ----------------  ----------------  ----------- 
 Trade payables                            110.7             107.8         94.0 
 Other payables                            319.3             320.6        402.8 
 Accruals                                  307.1             411.5        401.8 
 Deferred revenue                           81.8              56.0         54.4 
 Taxation and social security               18.4              31.1         40.3 
                                           837.3             927.0        993.3 
------------------------------  ----------------  ----------------  ----------- 
 

Trade and other payables have been presented in more detail than previously in order to provide more useful information to users of the financial statements. In doing so, the allocation between some categories has changed. Prior periods have been represented where relevant.

   12.   Provisions 
 
                                     Dilapidations   Onerous occupancy    Total 
                                              GBPm                GBPm     GBPm 
----------------------------------  --------------  ------------------  ------- 
 At 1 September 2022                          41.9                   -     41.9 
 Recognised                                    0.4                17.0     17.4 
 Utilised                                        -               (0.1)    (0.1) 
 Effects of movements in discount 
  rates                                      (4.0)                   -    (4.0) 
 Unwinding of discount                         0.5                 0.1      0.6 
 Exchange differences                          0.1                   -      0.1 
----------------------------------  --------------  ------------------  ------- 
 At 28 February 2023 (unaudited)              38.9                17.0     55.9 
----------------------------------  --------------  ------------------  ------- 
 
 Current                                         -                 1.7      1.7 
 Non-current                                  38.9                15.3     54.2 
----------------------------------  --------------  ------------------  ------- 
 At 28 February 2023 (unaudited)              38.9                17.0     55.9 
----------------------------------  --------------  ------------------  ------- 
 
 
 At 1 September 2021                          43.2                   -     43.2 
 Recognised                                    2.8                   -      2.8 
 Unwinding of discount                         0.1                   -      0.1 
 Exchange differences                        (0.2)                   -    (0.2) 
----------------------------------  --------------  ------------------  ------- 
 At 28 February 2022 (unaudited)              45.9                   -     45.9 
----------------------------------  --------------  ------------------  ------- 
 
 Current                                         -                   -        - 
 Non-current                                  45.9                   -     45.9 
----------------------------------  --------------  ------------------  ------- 
 At 28 February 2022 (unaudited)              45.9                   -     45.9 
----------------------------------  --------------  ------------------  ------- 
 
 
 At 1 September 2021                          43.2                   -     43.2 
 Recognised                                   10.8                   -     10.8 
 Effects of movements in discount 
  rates                                     (13.2)                   -   (13.2) 
 Unwinding of discount                         0.2                   -      0.2 
 Exchange differences                          0.9                   -      0.9 
----------------------------------  --------------  ------------------  ------- 
 At 31 August 2022 (audited)                  41.9                   -     41.9 
----------------------------------  --------------  ------------------  ------- 
 
 Current                                         -                   -        - 
 Non-current                                  41.9                   -     41.9 
----------------------------------  --------------  ------------------  ------- 
 At 31 August 2022 (audited)                  41.9                   -     41.9 
----------------------------------  --------------  ------------------  ------- 
 

Refer to note 3 for details of onerous occupancy provisions recognised during the financial period.

   13.   Financial instruments 

Financial instruments by category

Set out below are the accounting classifications of each class of financial assets and liabilities:

 
                                     Amortised        Fair value          Total 
                                          cost    through profit    (unaudited) 
                                          GBPm           or loss           GBPm 
                                                            GBPm 
----------------------------------  ----------  ----------------  ------------- 
 As at 28 February 2023 
 Derivative financial assets                 -              34.9           34.9 
 Cash and cash equivalents               308.6                 -          308.6 
 Trade and other receivables(1)           38.7                 -           38.7 
 Derivative financial liabilities            -            (15.0)         (15.0) 
 Lease liabilities                     (345.9)                 -        (345.9) 
 Trade and other payables(2)           (720.1)                 -        (720.1) 
 Borrowings                            (740.3)                 -        (740.3) 
----------------------------------  ----------  ----------------  ------------- 
                                     (1,459.0)              19.9      (1,439.1) 
----------------------------------  ----------  ----------------  ------------- 
 
 
                                     Amortised cost        Fair value          Total 
                                               GBPm    through profit    (unaudited) 
                                                              or loss           GBPm 
                                                                 GBPm 
----------------------------------  ---------------  ----------------  ------------- 
 As at 28 February 2022 
 Derivative financial assets                      -              55.5           55.5 
 Cash and cash equivalents                    406.7                 -          406.7 
 Trade and other receivables(1)                68.0                 -           68.0 
 Derivative financial liabilities                 -             (8.3)          (8.3) 
 Lease liabilities                          (345.1)                 -        (345.1) 
 Trade and other payables(2)                (819.2)                 -        (819.2) 
 Borrowings                                 (469.3)                 -        (469.3) 
----------------------------------  ---------------  ----------------  ------------- 
                                          (1,158.9)              47.2      (1,111.7) 
----------------------------------  ---------------  ----------------  ------------- 
 
 
                                     Amortised cost        Fair value        Total 
                                               GBPm    through profit    (audited) 
                                                              or loss         GBPm 
                                                                 GBPm 
----------------------------------  ---------------  ----------------  ----------- 
 As at 31 August 2022 
 Derivative financial assets                      -              68.4         68.4 
 Cash and cash equivalents                    323.0                 -        323.0 
 Trade and other receivables(1)                63.4                 -         63.4 
 Derivative financial liabilities                 -            (32.6)       (32.6) 
 Lease liabilities                          (380.1)                 -      (380.1) 
 Trade and other payables(2)                (880.9)                 -      (880.9) 
 Borrowings                                 (475.9)                 -      (475.9) 
----------------------------------  ---------------  ----------------  ----------- 
                                          (1,350.5)              35.8    (1,314.7) 
----------------------------------  ---------------  ----------------  ----------- 
 

(1) Excludes prepayments and VAT receivables

(2) Excludes deferred income and any amounts in relation to taxation

   13.   Financial instruments continued 

The prior year interim balance for financial assets and liabilities measured at amortised cost has been amended to exclude certain assets and liabilities totalling GBP3.8m and GBP153.7m respectively that do not meet the definition of a financial instrument.

The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in Euros, US dollars, Australian Dollars. The Group's policy is to mitigate foreign currency transaction exposures where possible and the Group uses financial instruments in the form of forward foreign exchange contracts to hedge future highly probable foreign currency cash flows.

These forward foreign exchange contracts are classified above as derivative financial assets/liabilities and are classified as Level 2 financial instruments under IFRS 13, "Fair Value Measurement." They have been fair valued at 28 February 2023 with reference to forward exchange rates that are quoted in an active market, with the resulting value discounted back to present value. All forward foreign exchange contracts were assessed to be highly effective during the financial period. All derivative financial liabilities at 28 February 2023 mature within three years based on the related contractual arrangements.

Carrying amount versus fair value

Set out below is a comparison of the carrying amount and the fair value of financial instruments that are carried in the financial statements at a value other than fair value. The fair value of financial assets and liabilities are based on prices available from the market on which the instruments are traded. Where market values are not available, the fair values of financial assets and liabilities have been calculated by discounting expected future cash flows at prevailing interest rates. The fair values of short-term deposits, trade receivables, payables and the revolving credit facility are assumed to approximate to their book values.

The fair values of cash and cash equivalents, trade receivables, overdrafts and payables are assumed to approximate to their book values.

 
                           Carrying amount   Fair value 
                                      GBPm         GBPm 
------------------------  ----------------  ----------- 
 As at 28 February 2023 
 Convertible bond                  (457.3)      (347.2) 
 Nordstrom loan                     (22.0)       (21.9) 
                                   (479.3)      (369.1) 
------------------------  ----------------  ----------- 
 
 
                           Carrying amount   Fair value 
                                      GBPm         GBPm 
------------------------  ----------------  ----------- 
 As at 28 February 2022 
 Convertible bond                  (444.4)      (425.8) 
 Nordstrom loan                     (22.0)       (21.9) 
                                   (466.4)      (447.7) 
------------------------  ----------------  ----------- 
 
 
                         Carrying amount   Fair value 
                                    GBPm         GBPm 
----------------------  ----------------  ----------- 
 As at 31 August 2022 
 Convertible bond                (451.0)      (371.7) 
 Nordstrom loan                   (22.0)       (21.9) 
                                 (473.0)      (393.6) 
----------------------  ----------------  ----------- 
 
   14.      Borrowings 
 
                                           28 February    28 February    31 August 
                                                  2023           2022         2022 
                                           (unaudited)    (unaudited)    (audited) 
                                                  GBPm           GBPm         GBPm 
--------------------------------------  --------------  -------------  ----------- 
 Convertible bond                              (457.3)        (444.4)      (451.0) 
 Nordstrom loan                                 (22.0)         (22.0)       (22.0) 
 Obligation to repurchase own shares             (3.0)          (2.9)        (2.9) 
 Revolving credit facility (including          (258.0)              -            - 
  accrued interest) 
--------------------------------------  --------------  -------------  ----------- 
                                               (740.3)        (469.3)      (475.9) 
--------------------------------------  --------------  -------------  ----------- 
 
 Current                                         (9.3)          (1.4)        (1.4) 
 Non-current                                   (731.0)        (467.9)      (474.5) 
--------------------------------------  --------------  -------------  ----------- 
                                               (740.3)        (469.3)      (475.9) 
--------------------------------------  --------------  -------------  ----------- 
 

The convertible bond represents the liability component of GBP500m convertible bonds issued on 16 April 2021, and pays a coupon of 0.75% until April 2026, or the conversion date, if earlier. The bonds are unsecured.

The Nordstrom loan attracts interest at 6.5% per annum, and was recognised as part of a strategic partnership with Nordstrom who purchased a minority interest in ASOS Holdings Limited in July 2021. As part of this agreement a written put option was provided to Nordstrom over their shares in ASOS Holdings Limited.

At the balance sheet date, the Group had in place a GBP350m Revolving Credit Facility (RCF) ( plus GBP50m ancillary facilities following exercise of a GBP50m accordion option in December 2022) , of which GBP250m was drawn down (HY22 GBPnil). In May 2023 the Group successfully negotiated an amendment and extension to the terms of the RCF - refer to Note 18 for further information.

   15.      Analysis of net debt 

Group net debt comprises cash and cash equivalents less any borrowings drawn down at period-end (including accrued interest), but excluding outstanding lease liabilities.

 
                                  Lease liabilities   Borrowings            Cash and   Net borrowings 
                                                                    cash equivalents 
------------------------------- 
                                               GBPm         GBPm                GBPm             GBPm 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 At 1 September 2022                        (380.1)      (475.9)               323.0          (533.0) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 
 Cash flow movements                           15.0      (246.9)              (15.2)          (247.1) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Net cash movement                                -      (250.0)              (12.7)          (262.7) 
 Net interest paid/(received)                   2.9          3.1               (2.5)              3.5 
 Lease liability payments                      12.1            -                   -             12.1 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 Non-cash movements                            19.2       (17.5)                 0.8              2.5 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Movement in lease liabilities                 20.5            -                   -             20.5 
 Foreign exchange impacts                       1.6            -               (1.7)            (0.1) 
 Accrued interest                             (2.9)       (17.5)                 2.5           (17.9) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 At 28 February 2023                        (345.9)      (740.3)               308.6          (777.6) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Net debt (excluding 
  leases)                                                                                     (431.7) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 
 
 At 1 September 2021                        (328.9)      (463.2)               662.7          (129.4) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 Cash flow movements                           16.0          2.9             (256.6)          (237.7) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Net cash movement                                -            -             (256.5)          (256.5) 
 Net interest paid/(received)                   2.6          2.9               (0.1)              5.4 
 Lease liability payments                      13.4            -                   -             13.4 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 Non-cash movements                          (32.2)        (9.0)                 0.6           (40.6) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Movement in lease liabilities               (30.1)            -                   -           (30.1) 
 Foreign exchange impacts                       0.5            -                 0.5              1.0 
 Accrued interest                             (2.6)        (9.0)                 0.1           (11.5) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 At 28 February 2022                        (345.1)      (469.3)               406.7          (407.7) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Net debt (excluding 
  leases)                                                                                      (62.6) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 
 At 1 September 2021                        (328.9)      (463.2)               662.7          (129.4) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 Cash flow movements                           31.7          5.7             (340.7)          (303.3) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Net cash movement                                -            -             (339.8)          (339.8) 
 Net interest paid/(received)                   5.4          5.7               (0.9)             10.2 
 Lease liability payments                      26.3            -                   -             26.3 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 Non-cash movements                          (82.9)       (18.4)                 1.0          (100.3) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Movement in lease liabilities               (71.3)            -                   -           (71.3) 
 Foreign exchange impacts                     (6.2)            -                 0.1            (6.1) 
 Accrued interest                             (5.4)       (18.4)                 0.9           (22.9) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 
 At 31 August 2022                          (380.1)      (475.9)               323.0          (533.0) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 Net debt (excluding 
  leases)                                                                                     (152.9) 
-------------------------------  ------------------  -----------  ------------------  --------------- 
 

The cash and cash equivalents balance includes uncleared payment provider receipts of GBP44.6m (31 August 2022: GBP32.3m and 28 February 2022: GBP36.0m) that are generally receivable within 72 hours.

   15.           Analysis of net debt continued 

Included within cash and cash equivalents is GBP1.7m (28 February 2022: GBPnil; 31 August 2022: GBP0.8m) of cash collected on behalf of partners of the Direct to Consumer fulfilment proposition 'Partner Fulfils'. ASOS Payments Limited and the Group are entitled to interest amounts earned on the deposits. Amounts are held in a segregated bank account and are settled on a monthly basis.

   16.           Related parties 

The Group's related party transactions are with the Employee Benefit Trust, Link Trust, key management personnel and other related parties as disclosed in the Group's Annual Report and Accounts for the year to 31 August 2022.

Transactions with other related parties

During the period, the Group made purchases of inventory, net of VAT, totalling GBP38.9m (six months to 28 February 2022: GBP39.8m) from Aktieselskabet af 5.5.2010, a company which has a significant shareholding in the Group. At 28 February 2023, the amount due to Aktieselskabet af 5.5.2010 was GBP8.1m (28 February 2022: GBP5.8m). In addition, a rebate GBP0.1m (28 February 2022: GBP0.2m) was received during the period from Aktieselskabet af.

There have been no other material changes to the Group's related party transactions during the six months to 28 February 2023.

   17.           Contingent liabilities 

From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business, which due to the fast-growing nature of the Group and its e-commerce base, may concern the Group's brand and trading name or its product designs. 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 which can be reliably measured.

At 28 February 2023, the Group had contingent liabilities of GBPnil (28 February 2022: GBPnil).

   18.           Post balance sheet events 

Post the balance sheet date, the Group successfully amended and extended its existing GBP350m Revolving Credit Facility (plus GBP50m ancillary facilities following exercise of a GBP50m accordion option in December 2022) to November 2024. The facility continues to have minimum liquidity, leverage and interest cover covenants and is subject to a floating and fixed charge over certain group assets. The minimum liquidity covenant will continue to apply for the duration of the facility, with the interest cover and leverage covenants being applicable from 31st August 2023. The facility steps down over the term, reducing to GBP220m by August 2024. The RCF extension secures the Company's funding beyond FY24, supporting the business as it continues to execute on its Driving Change agenda and return to profitability and cash generation. As a result of the extension our current expectation of H2 FY23 interest expenses is c.GBP30m including amortisation of arrangement fees and related costs.

Principal risks and uncertainties

The Board have concluded that the principal risks and uncertainties which could impact the Group over the remaining six months of the financial year to 31 August 2023 remain relatively unchanged from those set out in the Annual Report and Accounts for the year to 31 August 2022. The applicable risks are summarised as follows:

   --      Data breach 
   --      Cyber security incidents 
   --      Availability of technology services 
   --      Macro-economic changes, including Russia/Ukraine conflict 
   --      Foreign exchange rate exposure 
   --      Supply Chain disruption 
   --      E-commerce market dynamics and impact on our business 
   --      Ethical trade issues in our supply chain 
   --      Failure to comply with legislation or regulation 
   --      Sustainability & climate change 
   --      Engagement, capability & retention of talent 
   --      Transformation fails to delivery required outcome 

These are set out in detail on pages 48 to 53 of the Group's Annual Report and Accounts for the year to 31 August 2022, a copy of which is available on the Group's website, www.asosplc.com.

Statement of Directors' responsibilities

The Directors confirm that this set of Condensed Consolidated Interim Financial Statements has been prepared in accordance with UK adopted IAS 34 'Interim Financial Reporting' and the Disclosure and Transparency Rules of the UK's Financial Conduct Authority, and that the Interim Management Report herein includes a true and fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

-- that the report contains a fair review of important events that have occurred during the first 28 weeks of the financial year, and their impact on the condensed set of financial statements, and of the principal risks and uncertainties for the remaining six months of the financial year; and

   --              that the report contains a fair review of related party transactions. 

The Directors of ASOS plc are listed on the Group's website: https://www.asosplc.com/this-is-asos/our-leadership/board-directors/

By order of the Board

José Antonio Ramos Calamonte

Chief Executive Officer

INDEPENT REVIEW REPORT TO ASOS PLC

REPORT ON THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Our conclusion

We have reviewed ASOS Plc's condensed consolidated interim financial statements (the "interim financial statements") in the interim results of ASOS Plc for the 6 month period ended 28 February 2023 (the "period").

Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

The interim financial statements comprise:

   --      the consolidated balance sheet (unaudited) as at 28 February 2023; 
   --      the consolidated income statement (unaudited) for the period then ended; 

-- the consolidated statement of total comprehensive (loss) / income (unaudited) for the period then ended;

   --      the consolidated cash flow statement (unaudited) for the period then ended; 
   --      the consolidated statement of changes in equity (unaudited) for the period then ended; and 
   --      the explanatory notes to the interim financial statements. 

The interim financial statements included in the interim results of ASOS Plc have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom ("ISRE (UK) 2410"). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the interim results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the group to cease to continue as a going concern.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The interim results, including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the interim results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. In preparing the interim results, including the interim financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

INDEPENT REVIEW REPORT TO ASOS PLC CONTINUED

Our responsibility is to express a conclusion on the interim financial statements in the interim results based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

PricewaterhouseCoopers LLP

Chartered Accountants

London

10 May 2023

Alternative performance measures (APMs)

The Group uses the below non-IFRS performance measures to allow shareholders to better understand underlying financial performance and position. These should not be seen as substitutes for IFRS measures of performance and may not allow a direct comparison to other companies.

 
 Performance     Closest         Definition                 How ASOS uses this measure 
  measure         IFRS measure 
--------------  --------------  -------------------------  ----------------------------------------------------------- 
 Revenue         None            ASOS calculates            This measure is presented as a means 
  growth                         constant currency           of eliminating the effects of exchange 
  at constant                    (CCY) growth by             rate fluctuations on the period-on-period 
  currency                       adjusting the current       reported results. 
                                 year reported revenue                              Six months   Six months   % growth 
                                 number for the impact                                   to 28        to 28 
                                 of year-on-year                                      February     February 
                                 changes in the hedge                                     2023         2022 
                                 rate on hedged sales                                     GBPm         GBPm          % 
                                 and year-on-year            --------------------  -----------  -----------  --------- 
                                 spot rate movements          Revenue at 
                                 on unhedged sales.            constant currency       1,794.6      2,004.1      (10%) 
                                 This provides revenue        Impact of                   46.0            -          - 
                                 growth on a                   foreign exchange 
                                 like-for-like                 translation 
                                 basis vs. last year,        --------------------  -----------  -----------  --------- 
                                 giving users of              Group revenue            1,840.6      2,004.1       (8%) 
                                 the accounts a better       --------------------  -----------  -----------  --------- 
                                 view of underlying 
                                 sales performance                                  Six months   Six months   % growth 
                                 that is not impacted                                    to 28        to 28 
                                 by exchange rate                                     February     February 
                                 fluctuations.                                            2022         2021 
                                                                                          GBPm         GBPm          % 
                                                             --------------------  -----------  -----------  --------- 
                                                              Revenue at 
                                                               constant currency       2,045.9      1,975.9         4% 
                                                              Impact of                 (41.8)            -          - 
                                                               foreign exchange 
                                                               translation 
                                                             --------------------  -----------  -----------  --------- 
                                                              Group revenue            2,004.1      1,975.9         1% 
                                                             --------------------  -----------  -----------  --------- 
--------------  --------------  -------------------------  ----------------------------------------------------------- 
 Retail          Revenue         Internet sales recorded    A measure of the Group's trading performance 
  sales                          net of an appropriate       focusing on the sale of products to 
                                 deduction for actual        end customers. Used by management 
                                 and expected returns,       to monitor overall performance across 
                                 relevant vouchers,          markets, and the basis of key internal 
                                 discounts and sales         KPIs such as ABV. 
                                 taxes. 
                                                             A reconciliation of this measure is 
                                 Retail sales exclude        included in note 4. 
                                 income from delivery 
                                 receipt payments, 
                                 marketing services, 
                                 commission on 
                                 partner-fulfilled 
                                 sales and revenue 
                                 from wholesale sales 
--------------  --------------  -------------------------  ----------------------------------------------------------- 
 Adjusted        Revenue         Revenue excluding          A measure of the Group's revenue and 
  revenue                         the impact of adjusting    gross profitability, excluding the 
                                  items.                     impact of any adjusting items. 
 
                                                             Reconciliation is shown below: 
--------------  --------------  ------------------------- 
 Adjusted        None            Gross profit divided                                 Six months        Six months 
  gross margin                   by revenue and excluding                          to 28 February    to 28 February 
                                 the impact of adjusting                                     2023              2022 
                                 items.                                                      GBPm              GBPm 
                                                             ------------------  ----------------  ---------------- 
                                                              Revenue                     1,840.6           2,004.1 
                                                              Adjusting items               (2.1)                 - 
                                                             ------------------  ----------------  ---------------- 
                                                              Adjusted revenue            1,838.5           2,004.1 
                                                             ------------------  ----------------  ---------------- 
                                                              Gross profit                  664.7             863.2 
                                                              Adjusting items               124.6                 - 
                                                             ------------------  ----------------  ---------------- 
                                                              Adjusted gross 
                                                               profit                       789.3             863.2 
                                                             ------------------  ----------------  ---------------- 
                                                              Adjusted gross 
                                                               margin %                     42.9%             43.1% 
                                                             ------------------  ----------------  ---------------- 
--------------  --------------  -------------------------  ----------------------------------------------------------- 
 

Alternative performance measures (APMs) continued

 
 Performance     Closest         Definition           How ASOS uses this measure 
  measure         IFRS measure 
--------------  --------------  -------------------  ------------------------------------------------------------------- 
 Adjusted        Operating       Profit before tax,   A measure of the Group's underlying 
  EBIT           (loss)/profit   interest, and any     profitability for the period, excluding 
                                 adjusting items       the impact of any transactions outside 
                                 excluded from         of the ordinary course of business 
                                 adjusted              and not considered to be part of ASOS' 
                                 profit before tax     usual cost base. Used by management 
                                 (see below).          to monitor the performance of the 
                                                       business each month. 
                                                                                            Six   Six months 
                                                                                         months        to 28 
                                                                                          to 28     February 
                                                                                       February         2022 
                                                                                           2023 
                                                                                           GBPm         GBPm 
                                                       ----------------------------  ----------  ----------- 
                                                        Operating loss                  (272.5)        (4.4) 
                                                        Adjusting items excluding 
                                                         finance costs (note 
                                                         3)                               203.1         30.6 
                                                        Adjusted EBIT                    (69.4)         26.2 
                                                       ----------------------------  ----------  ----------- 
 
                                                        Net finance costs (note 
                                                         5)                              (18.4)       (11.4) 
                                                        Add back adjusting finance 
                                                         costs (note 3)                     0.4            - 
                                                        Adjusted (loss)/profit 
                                                         before tax                      (87.4)         14.8 
                                                       ----------------------------  ----------  ----------- 
 
                                                        Group revenue                   1,840.6      2,004.1 
                                                        Adjusting items                   (2.1)            - 
                                                       ----------------------------  ----------  ----------- 
                                                        Adjusted Group revenue          1,838.5      2,004.1 
                                                       ----------------------------  ----------  ----------- 
 
                                                        Adjusted EBIT margin             (3.8%)         1.3% 
                                                       ----------------------------  ----------  ----------- 
 
 
                                                       Details of adjusting items are included 
                                                       within note 3. 
--------------  --------------  -------------------  ------------------------------------------------------------------- 
 Adjusted        (Loss)/profit   Adjusted 
 (loss)/profit    before         (loss)/profit 
 before           tax            before tax 
 tax                             excludes 
                                 items recognised 
                                 in reported profit 
                                 or loss before tax 
                                 which, if 
                                 included, 
                                 could distort 
                                 comparability 
                                 between periods. 
                                 In determining 
                                 which 
                                 items to exclude, 
                                 the Group 
                                 considers 
                                 items which are 
                                 significant either 
                                 by virtue of their 
                                 size and/or 
                                 nature, 
                                 or that are 
                                 non-recurring. 
--------------  --------------  -------------------  ------------------------------------------------------------------- 
 Net             No direct       Cash and cash        A measure of the Group's liquidity. 
 cash/(debt)      equivalent     equivalents 
                                 less the carrying     Information is included in note 15. 
                                 value of              A reconciliation is included below: 
                                 borrowings                                               Six months          Six months 
                                 (including accrued                                   to 28 February      to 28 February 
                                 interest) drawn                                                2023    2022 (unaudited) 
                                 down at                                                 (unaudited)                GBPm 
                                 period-end,                                                    GBPm 
                                 but excluding         ---------------------------  ----------------  ------------------ 
                                 outstanding            Cash and cash equivalents              308.6               406.7 
                                 lease liabilities.     Borrowings                           (740.3)             (469.3) 
                                                        Lease liabilities                    (345.9)             (345.1) 
                                                       ---------------------------  ----------------  ------------------ 
                                                                                                                  (407.7 
                                                        Net borrowings                       (777.6)                   ) 
                                                        Add-back lease 
                                                         liabilities                           345.9               345.1 
                                                       ---------------------------  ----------------  ------------------ 
                                                        Group net debt                       (431.7)              (62.6) 
                                                       ---------------------------  ----------------  ------------------ 
--------------  --------------  -------------------  ------------------------------------------------------------------- 
 Free cash       No direct       Free cash flow is    A measure of the cash generated by 
  flow            equivalent     net cash generated    the Group outside cash flows relating 
                                 from operating        to M&A and financing transactions, 
                                 activities,           which allows management to better 
                                 adjusted for          assess the cash being generated by 
                                 payments              the business. 
                                 to acquire 
                                 intangible            A reconciliation to the Group cash 
                                 and tangible          flow is shown below: 
                                 assets,                                                       Six   Six months 
                                 the payment of the                                         months        to 28 
                                 principal portion                                           to 28     February 
                                 of lease                                                 February         2022 
                                 liabilities,                                                 2023 
                                 net finance                                                  GBPm         GBPm 
                                 expenses              -------------------------------  ----------  ----------- 
                                 and fees in            Cash used in operations 
                                 relation                (per cash flow)                   (128.2)      (151.2) 
                                 to any financing       Purchase of tangible 
                                 transactions            and intangible assets             (115.0)       (86.5) 
                                 carried                Repayment of principal 
                                 out by the Group        portion of lease liabilities       (12.1)       (13.4) 
                                 where relevant.        Net interest paid                    (3.5)        (5.4) 
                                                        Refinancing amendment 
                                                         fees                                (3.9)            - 
                                                        Free cash flow                     (262.7)      (256.5) 
                                                       -------------------------------  ----------  ----------- 
--------------  --------------  -------------------  ------------------------------------------------------------------- 
 

Appendix 1 - Total sales growth by period in sterling, including Russia

Year ending 31 August 2023

 
                                                                            2022/23 
GBPm                 P1(1)   YOY%  P2(1)   YOY%  P3(1)  YOY%  P4(1)  YOY%       YTD   YOY% 
                   -------         -----         -----        -----        -------- 
 UK total sales      591.3   (8%)  212.4  (15%)                               803.7  (10%) 
 EU total sales      417.3     7%  169.3  (10%)                               586.6     2% 
 US total sales      198.1    15%   71.1  (11%)                               269.2     7% 
 ROW total sales     129.8  (30%)   51.3  (45%)                               181.1  (35%) 
 Total sales 
  (3)              1,336.5   (4%)  504.1  (17%)                             1,840.6   (8%) 
                   -------         -----         -----        -----        -------- 
 
 

Year ended 31 August 2022

 
 
  GBPm              P1(1)   YOY%  P2(1)  YOY%    P3(1)   YOY%  P4(1)   YOY%   2021/22   YOY% 
                  -------         -----        -------         -----         -------- 
UK total sales      645.2    13%  250.3  (2%)    431.8     4%  435.5     6%   1,762.8     7% 
EU total sales      390.2   (3%)  187.2  (3%)    294.0   (5%)  298.6     6%   1,170.0   (1%) 
US total sales      172.6     7%   80.1   13%    141.9    21%  136.8    18%     531.4    14% 
ROW total sales     185.1  (20%)   93.4    1%  96.4(2)  (33%)   97.4  (30%)     472.3  (22%) 
                                                 964.1 
Total sales (3)   1,393.1     2%  611.0    -%      (2)   (2%)  968.3     2%   3,936.5     1% 
                  -------         -----        -------         -----         -------- 
 

Year ended 31 August 2021

 
 
  GBPm              P1(1)  YOY%  P2(1)  YOY%  P3(1,4)  YOY%  P4(1,4)   YOY%   2020/21  YOY% 
                  -------        -----        -------        -------         -------- 
UK total sales      571.3   35%  254.5   46%    415.9   85%    410.3     5%   1,652.0   36% 
EU total sales      400.6   18%  193.8   22%    310.1   33%    280.8   (6%)   1,185.3   15% 
US total sales      161.7   12%   71.2    8%    117.5   25%    115.8     4%     466.2   12% 
ROW total sales     230.5   16%   92.3    1%    144.5    2%    139.7  (19%)     607.0    1% 
Total sales(3)    1,364.1   23%  611.8   25%    988.0   43%    946.6   (3%)   3,910.5   20% 
                  -------        -----        -------        -------         -------- 
 

(1) Periods are as follows:

P1: four months to 31 December

P2: two months to 28/29 February

P3: three months to 31 May

P4: three months to 31 August

(2) In the tables above RoW and Group total sales for P3 have been restated. This restatement relates to the removal of the GBP19.3m gain on RUB hedges, which was reported as revenue at P3 but subsequently reallocated to other income at year-end 2022.

(3) Includes retail sales, wholesale and income from other services comprising delivery receipt payments, marketing services and commission on partner-fulfilled sales

(4) P3 is restated to reflect only March, April, and May. P4 has been restated to include June.

Appendix 2 - Total sales growth by period at constant currency, including Russia

Year ending 31 August 2023

 
                   P1 (1)  P2 (1)  P3 (1)  P4 (1)  2022/23 
GBPm                 YOY%    YOY%    YOY%    YOY%     YOY% 
 UK total sales      (8%)   (15%)                    (10%) 
 EU total sales        6%   (12%)                       -% 
 US total sales      (2%)   (20%)                     (7%) 
 ROW total sales    (31%)   (46%)                    (36%) 
 Total sales(3)      (6%)   (20%)                    (10%) 
 
 

Year ended 31 August 2022

 
                  P1 (1)  P2 (1)    P3 (1)  P4 (1)  2021/22 
  GBPm              YOY%    YOY%      YOY%    YOY%     YOY% 
UK total sales       13%    (2%)        4%      6%       7% 
EU total sales        2%      1%      (2%)      9%      2 % 
US total sales       11%     12%       15%      4%     10 % 
ROW total sales    (15%)      2%  (33%)(2)   (31%)    (20%) 
Total sales(3)        5%      1%  (2%) (2)      1%       2% 
 

Year ended 31 August 2021

 
                  P1 (1)  P2 (1)  P3 (1,4)  P4 (1,4)  2020/21 
  GBPm              YOY%    YOY%      YOY%      YOY%     YOY% 
UK total sales       35%     46%       85%        5%      36% 
EU total sales       17%     20%       34%      (7%)      15% 
US total sales       16%     13%       40%       15%      21% 
ROW total sales      20%      9%       10%     (14%)       6% 
Total sales(3)       24%     26%       47%      (1%)      22% 
 

(1) Periods are as follows:

P1: four months to 31 December

P2: two months to 28/29 February

P3: three months to 31 May

P4: three months to 31 August

(2) In the tables above RoW and Group total sales for P3 have been restated. This restatement relates to the removal of the GBP19.3m gain on RUB hedges, which was reported as revenue at P3 but subsequently reallocated to other income at year-end 2022.

(3) Includes retail sales, wholesale and income from other services comprising delivery receipt payments, marketing services and commission on partner-fulfilled sales

(4) P3 is restated to reflect only March, April, and May. P4 has been restated to include June.

Appendix 3

Total sales growth by period in sterling, excluding Russia

Year ending 31 August 2023

 
                                                                           2022/23 
GBPm                 P1(1)  YOY%  P2(1)   YOY%  P3(1)  YOY%  P4(1)  YOY%       YTD   YOY% 
                   -------        -----         -----        -----        -------- 
 UK total sales      591.3  (8%)  212.4  (15%)                               803.7  (10%) 
 EU total sales      417.3    7%  169.3  (10%)                               586.6     2% 
 US total sales      198.1   15%   71.1  (11%)                               269.2     7% 
 ROW total sales     129.8  (9%)   51.3  (14%)                               181.1  (10%) 
 Total sales 
  (3)              1,336.5  (1%)  504.1  (13%)                             1,840.6   (5%) 
                   -------        -----         -----        -----        -------- 
 
 

Year ended 31 August 2022

 
 
  GBPm               P1(1)  YOY%  P2(1)  YOY%    P3(1)  YOY%  P4(1)  YOY%   2021/22  YOY% 
                   -------        -----        -------        -----        -------- 
UK total sales       645.2   13%  250.3  (2%)    431.8    4%  435.5    6%   1,762.8    7% 
EU total sales       390.2  (3%)  187.2  (3%)    294.0  (5%)  298.6    6%   1,170.0  (1%) 
US total sales       172.6    7%   80.1   13%    141.9   21%  136.8   18%     531.4   14% 
 ROW total sales     142.0         59.7        96.4(2)  (7%)   97.4  (3%)     395.5 
 Total sales                                     964.1 
  (3)              1,350.0        577.3            (2)    2%  968.3    7%   3,859.7 
                   -------        -----        -------        -----        -------- 
 
 

Total sales growth by period at constant currency, excluding Russia

Year ending 31 August 2023

 
                   P1 (1)  P2 (1)  P3 (1)  P4 (1)  2022/23 
GBPm                 YOY%    YOY%    YOY%    YOY%     YOY% 
 UK total sales      (8%)   (15%)                    (10%) 
 EU total sales        6%   (12%)                       -% 
 US total sales      (2%)   (20%)                     (7%) 
 ROW total sales    (10%)   (16%)                    (12%) 
 Total sales(3)      (3%)   (15%)                     (7%) 
 
 

Year ended 31 August 2022

 
                  P1 (1)  P2 (1)   P3 (1)  P4 (1)  2021/22 
  GBPm              YOY%    YOY%     YOY%    YOY%     YOY% 
UK total sales       13%    (2%)       4%      6%       7% 
EU total sales        2%      1%     (2%)      9%      2 % 
US total sales       11%     12%      15%      4%     10 % 
ROW total sales                   (7%)(2)    (4%) 
Total sales(3)                     2% (2)      6% 
 

(1) Periods are as follows:

P1: four months to 31 December

P2: two months to 28/29 February

P3: three months to 31 May

P4: three months to 31 August

(2) In the tables above RoW and Group total sales for P3 have been restated. This restatement relates to the removal of the GBP19.3m gain on RUB hedges, which was reported as revenue at P3 but subsequently reallocated to other income at year-end 2022.

(3) Includes retail sales, wholesale and income from other services comprising delivery receipt payments, marketing services and commission on partner-fulfilled sales

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