10 December
2024
Moonpig Group plc ("Moonpig
Group" or the "Group")
HALF YEAR RESULTS FOR THE SIX
MONTHS ENDED 31 OCTOBER 2024
Technology driven growth, underpinned by the
Moonpig brand
Summary financial results
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
Year-on-year
growth
%
|
Revenue (£m)
|
158.0
|
152.1
|
3.8%
|
Gross profit (£m)
|
93.6
|
89.0
|
5.1%
|
Gross margin (%)
|
59.2%
|
58.5%
|
0.7%pts
|
Adjusted EBITDA
(£m)1
|
41.8
|
41.4
|
0.9%
|
Adjusted EBITDA margin
(%)1
|
26.5%
|
27.2%
|
(0.7)%pts
|
Reported (loss)/profit before
taxation (£m)
|
(33.3)
|
18.9
|
(276.1)%
|
Adjusted profit before taxation
(£m)2
|
27.3
|
25.1
|
9.0%
|
Earnings per share - basic
(pence)
|
(11.2)
|
4.1
|
(372.1)%
|
Adjusted earnings per share - basic
(pence)2
|
6.1
|
5.5
|
10.7%
|
1 Before Adjusting Items of £56.7m
in H1 FY25 and £1.9m in H1 FY24. See Note 4 and Note 21.
2 Before Adjusting Items of £60.6m
in H1 FY25 and £6.2m in H1 FY24. See Note 4 and Note 21. The Group
has amended its definition of Adjusting Items to include
acquisition amortisation. See the Group's FY24 Annual Report and
Accounts, Note 6 and definition of Alternative Performance Measures
on page 174 for more information.
Results summary
•
Reported revenue increased by 3.8% year-on-year to
£158.0m, driven by double digit growth at the Moonpig
brand.
•
Equivalent to revenue growth of 6.1% year-on-year
after adjusting for the prior year impact of temporarily higher
breakage on experience vouchers sold during Covid.
•
Adjusted EBITDA of £41.8m (H1 FY24: £41.4m) with
margin rate above our medium-term target range.
•
Adjusted profit before taxation growth of 9.0% to
£27.3m (H1 FY24: £25.1m) reflecting growth in trading and lower
interest costs.
Strategic and operational highlights
Continued strong trading at Moonpig:
•
Moonpig revenue increased by 10.0% year-on-year,
underpinned by growth in orders.
•
Greetz revenue decrease abated from -5.3% in H2
FY24 to -4.0% in H1 FY25.
•
Moonpig and Greetz active customer base grew to
11.7m (October 2023: 11.3m) with frequency growing at
0.9%.
•
Moonpig and Greetz total orders grew by 4.7% with
average order value rising by 2.5%.
•
Revenue in the US, Australia and Ireland grew at a
combined 42.5% year-on-year.
Continued technology innovation to drive higher
customer lifetime value:
•
Moonpig Plus and Greetz Plus subscriptions
surpassed our expectations with 750k members (October 2023:
200k).
•
Database of customer occasion reminders grew to 96
million (October 2023: 82 million).
•
Use of creative features increased by 53%
year-on-year to 6.5 million in H1 FY25 (H1 FY24: 4.3m).
Enhanced deployment of AI to personalise customer
experience:
•
Incorporated AI generated product descriptions,
improving search functionality for more relevant card and gift
results.
•
Launched live inference technology, which analyses
customer message sentiment to enhance our gift
recommendations.
•
Launched AI handwriting in December 2024, enabling
customers to add their own handwriting for use as a
font.
Continued execution against our transformation plan
for Experiences:
•
Focus on enhancing the consumer proposition and on
technology feature development to drive revenue growth.
•
Trading conditions remain difficult. In the
context of the challenging macroeconomic environment, we now expect
a longer timeline for fully realising the revenue growth potential
of Experiences. This is reflected in the £56.7m non-cash charge for
the impairment of Experiences goodwill at 31 October 2024,
classified as an Adjusting Item.
Strong cash generation enabling dividends and share
buyback:
•
Inaugural interim dividend of 1.0p per share (H1
FY24: nil).
•
Share buyback programme of up to £25m ongoing
through H2 FY25.
•
We expect net leverage of approximately 1.0x as at
30 April 2025.
Outlook
Moonpig Group current trading remains in line with
our expectations. Growth has been underpinned by consistent strong
sales and orders at Moonpig and is supported by steady progression
at Greetz. Given ongoing macro headwinds in gifting, trading
remains challenging at Experiences and we remain focused on
delivering our transformation plan. Accordingly, our expectations
for full year revenue remain unchanged.
Our business is well positioned to deliver sustained
growth in revenue, profit and free cash flow, driven by our
continued focus on data and technology. With respect to the
medium-term, we continue to target double digit percentage annual
revenue growth. To reflect continued growth of high-margin revenue
streams such as Plus subscription fees, we have increased our
medium-term target for Adjusted EBITDA margin from a range of 25%
to 26% to a range of 25% to 27%. We continue to target growth in
Adjusted earnings per share at a mid-teens percentage rate.
Nickyl Raithatha, CEO, commented
"We are pleased to report continued growth in revenue
for the Group, driven by double-digit revenue growth at the Moonpig
brand. Moonpig's performance has been underpinned by robust growth
in order volumes, powered by our multi-year investments in
technology and innovation and the structural market shift to
online. Raising our medium-term profit margin target demonstrates
our confidence in the outlook for the business.
We continue to innovate to attract and retain our
loyal customers. To date, over 17 million innovative card
creativity features have been used to customise our cards,
including audio and video messages, AI-generated text suggestions,
stickers, flexible photos and digital gifting solutions.
Ahead of Christmas, we are excited to have launched
'Your Personalised Handwriting,' an AI-driven feature that allows
customers to add their own handwriting to our cards. By creating
their handwriting as a font saved to their Moonpig account,
customers can type a message and see their handwriting seamlessly
appear within the card. This launch is a key step in our roadmap of
innovative features, leveraging emerging AI technologies to enhance
the card-giving experience."
Investor and analyst meeting
The full year results presentation will be available
on the Investor Relations section of Moonpig Group's corporate
website (www.moonpig.group/investors)
shortly after 7:00am on 10 December 2024.
Nickyl Raithatha (CEO) and Andy MacKinnon (CFO) will
host a Q&A for analysts and investors via webcast at 9:30am.
Please note that the presentation will not be repeated during the
webcast.
Analysts wishing to register for the event should
email investors@moonpig.com.
Investors wishing to listen to the Q&A should
register via the following link:
https://sparklive.lseg.com/MoonpigGroup/events/a1c53e35-a894-4391-a638-a496f0e2cb18/moonpig-group-plc-fy2025-half-year-results-q-a
Enquiries
Brunswick
Group
+44 20 7404
5959
Sarah West, Fiona Micallef-Eynaud, Sofie Brewis
moonpig@brunswickgroup.com
Moonpig Group
investors@moonpig.com,
pressoffice@moonpig.com
Nickyl Raithatha, Chief Executive Officer
Andy MacKinnon, Chief Financial Officer
About Moonpig Group
Moonpig Group plc (the "Group") is a leading online
greeting cards and gifting platform, comprising the Moonpig, Red
Letter Days and Buyagift brands in the UK and the Greetz brand in
the Netherlands. The Group's leading customer proposition includes
an extensive range of cards, a curated range of gifts,
personalisation features and next day delivery offering.
The Group offers its products through its proprietary
technology platforms and apps, which utilise unique data science
capabilities designed by the Group to optimise and personalise the
customer experience and provide scalability. Learn more at
https://www.moonpig.group/.
Forward Looking Statements
This announcement contains certain forward-looking
statements with respect to the financial condition, results or
operation and businesses of Moonpig Group plc. Such statements and
forecasts by their nature involve risks and uncertainty because
they relate to future events and circumstances. There are a number
of other factors that may cause actual results, performance or
achievements, or industry results to be materially different from
those projected in the forward-looking statements.
These factors include general economic and business
conditions; changes in technology; timing or delay in signing,
commencement, implementation and performance of programmes, or the
delivery of products or services under them; industry;
relationships with customers; competition and ability to attract
personnel. You are cautioned not to rely on these forward-looking
statements, which speak only as of the date of this announcement.
We undertake no obligation to update or revise any forward-looking
statements to reflect any change in our expectations or any change
in events, conditions or circumstances.
Business review
Overview
At Moonpig Group, we have built a platform to deliver
sustainable, compounding growth in revenue and profit. This is
underpinned by our resilient customer cohorts, with Moonpig's
cohorts now performing more strongly than before lockdown, and
which power our growth and profitability. We have continued to
extend our UK online market leadership to 70% (source: OC&C,
October 2024) in a single cards market that is rapidly
transitioning online and presents a long-duration secular growth
opportunity. We have structurally high profitability and cash
generation.
Across the medium-term, our target is to deliver
double-digit revenue growth at Moonpig and Greetz, with our
customer base growing by 2% to 3% per year, each customer
purchasing 3% to 4% more often and spending 3% to 5% more on each
transaction. Moonpig's performance in H1 FY25 was broadly
consistent with this target, with 4.7%
year-on-year growth in orders driven through both new customer
acquisition and purchase frequency and a 2.5%
increase in average order value. Attach rate increased moderately
in the context of a challenging consumer environment for
gifting and the intentional focusing of more technology resources
towards cards at this stage of the economic cycle. A key
characteristic of our business model is that we can grow gifting
revenue without increasing attach rate, provided card orders are in
growth, and indeed we delivered 5.8%
absolute growth in attached gifting revenue during the period.
Greetz performance continued to improve, whilst remaining well
behind our medium term goal.
Our new markets business is making progress on two
exciting expansion initiatives, each with the potential to unlock
substantial medium-term growth opportunities for the Group. The
first initiative is expanding our card business into new markets
including Ireland, Australia and the US, all of which have now
launched. Revenue in the US, Australia and Ireland collectively
grew by 42.5% year-on-year to £5.0 million in H1 FY25. The second is entering the
corporate market with a new product, Moonpig for Work, which
enables companies to easily send personalised Moonpig cards and
gifts at scale to their employees and clients. Testing of our
prototype proposition continued throughout H1 FY25 ahead of future
launch.
We are continuing to execute against our
transformation plan for the Experiences segment, but with longer
timeline expectations. The operational transformation is complete,
including relocating head office, outsourcing non-core functions
and building a new leadership team, which resulted in over £1
million in direct cost synergies. We have rebuilt the technology
platform and are redirecting the focus of the Experiences
technology team towards driving growth. We are also working to
enhance the customer proposition, leveraging the new platform to
introduce new brands and to develop new and innovative ways for
customers to discover and book experiences. This work is still
underway and we are confident this is going to allow us to better
respond to shifting customer preferences. However, trading
conditions remain challenging with significant macroeconomic
headwinds, in view of which we expect a longer timeline for
aligning Experiences revenue growth with its full potential. This
is reflected in the £56.7m non-cash charge
for the impairment of Experiences goodwill at 31 October 2024.
We have remained focused on increasing profitability.
Moonpig and Greetz are growing revenue from high-margin revenue
streams such as Plus subscription fees, on-site and supplier
marketing income and commissions earned from selling toys and
digital gift experiences as an agent. To reflect this, we have
increased our medium-term target for Adjusted EBITDA margin from a
range of 25% to 26% to a range of 25% to 27%. For FY25, we also
expect depreciation and amortisation to be lower than previously
envisaged (as certain current-year projects do not meet the
requirements for capitalisation meaning related costs have been
directly expensed) and now have lower expectations for net finance
charges.
Our business has all the characteristics of a true
platform business, with structurally high profitability and cash
generation, clear leadership of the online single card market and
resilient customer cohorts. The net result of this is that we
generate excess cash flow, whilst continuing to invest in our
business. Accordingly, in October we announced a new dividend
policy and our first share buyback programme. We expect to
repurchase up to £25m of shares before 30 April 2025 and the Board
has declared an inaugural interim dividend of 1.0 pence per share.
Leveraging data and technology
At Moonpig and Greetz, we leverage technology and data
to drive growth in two ways. Firstly, through continuous compound
improvements to our user experience based on experimentation. We
run a high volume of controlled tests each month, presenting
different versions of a feature to different customer groups. Each
experiment allows us to measure the impact of the changes on a
specific KPI, such as conversion rate or order value. As we
implement successful variants, we increase our ability to predict
and prioritise the most impactful test to run next, driving
continuous optimisation. Secondly, we drive revenue growth by
leveraging AI over our unique customer data. We utilise our
proprietary data sets in combination with AI technologies to refine
our algorithms. This allows us to deliver a highly personalised
experience, ensuring customers find the perfect card and gift every
time.
We have further enhanced our use of AI to personalise
customer experience:
•
Incorporated AI generated product descriptions,
improving search functionality leading to more relevant card and
gift results.
•
Launched live inference technology at Moonpig and
Greetz enabling analysis of customer message sentiment in real
time, enhancing the capabilities of our gift recommendation
engine.
•
Developed AI handwriting, which launched in
December, allowing customers to upload their own handwriting to the
platform.
We are leveraging technology to drive higher customer
lifetime value:
•
Active subscriptions to Moonpig Plus and Greetz Plus increased to
750k (October 2023: 200k) driven by continued strong sign-up and
renewal rates. Plus subscribers now account for approximately one
fifth of Moonpig orders.
• Use of creative
features increased year-on-year by 53% to
6.5 million in H1 FY25.
•
"Magic Link" launched, shortening the customer journey by
automatically logging users in directly from reminder emails.
• We
are delivering a more personalised journey with tailored homepage
banners and promotions and themed gift pairings, such as pairing
Paw Patrol cards with Paw Patrol gifts.
We continue to invest in technology at Experiences as
part of our transformation plan:
•
Re-platforming of the Red Letter Days and Buyagift shopper websites
complete.
•
Technology development now focused towards delivering incremental
revenue, including new features that include image carousels of
recently viewed experiences, enhanced upsell functionality, and
providing richer product information to improve user experience ahead of the Christmas peak.
At each of our brands we have launched AI-driven
customer service chatbots, which are helping an increasing number
of customers to self-serve with high rates of satisfaction. Already
at Moonpig, the "Luna" chatbot now handles over three out of ten
customer contacts.
Building our brands
Our strategy remains focused on delivering revenue
growth through our loyal existing customer base, which accounts for
nine tenths of revenue at both Moonpig and Greetz. Our key areas of
focus remain:
•
Growing our database of 96 million occasion
reminders (31 October 2023: 82 million) and improving how we
leverage it to communicate with customers. Reminders represent a
powerful ecosystem, enabling us to engage with customers at moments
of high card-giving intent, and four tenths of all Moonpig orders
are now placed within 7 days of the customer receiving a
reminder.
•
Driving awareness and adoption of our card
creativity features, which enable customers to personalise cards
with audio and video messages, flexible photos, sticker "images"
and digital gifts.
•
Encouraging customer sign-up to Moonpig Plus and
Greetz Plus as well as raising app penetration at Greetz towards
levels at Moonpig.
New customer acquisition continues to grow, driven by
our expanded presence in social media channels such as TikTok and
strategic partnerships with consumer brands such as McDonalds and
Gü desserts, which help us reach broader audiences. All Moonpig and
Greetz orders require users to be logged in, making the
introduction of social sign-on options through Apple and Google a
highly relevant enhancement. This streamlined login process has
contributed to a 2.5% increase in the proportion of visitors
choosing to log in, further strengthening new customer acquisition.
As at 31 October 2024, Moonpig and
Greetz had 11.7m active customers, up from
11.5m at 30 April
2024 and 11.3m at 31 October 2023.
We continue to make progress with expanding our card
business into new markets, following our three-stage approach which
commences with market discovery, then reaching product-market fit,
followed by profitable expansion. In Ireland, which is now firmly
in the third phase, we grew revenue by 31.4% to £2.1m (H1 FY24: £1.6m). Our other new
markets remain in discovery, with Australia revenue growing by
43.7% to £2.0m
(H1 FY24: £1.4m)
and US revenue growing by 71.8% to
£0.9m (H1 FY24:
£0.5m). We continue to expand our
proposition in each of these markets, launching balloons in
Ireland, chocolate in Australia and localised card designs in the
US, supported by new partnerships with third party fulfilment
centres in Sydney and Las Vegas.
Evolving our range
Our global design platform is the driving force behind
our card offering, acting as a marketplace that connects us with
designers worldwide. In H1 FY25, we welcomed Scribbler as a design
partner, adding their signature irreverent humour to Moonpig's card
range. We expanded our selection for events such as Grandparents
Day to support new customer acquisition campaigns. We also
broadened our range of card designs for recipients outside the
household, including for uncles, to facilitate growth in
direct-to-recipient deliveries which have a higher propensity for
gift attachment. At Greetz, we strengthened our portfolio by
licensing over 60 global and Dutch brands.
A milestone during H1 FY25 was the launch of a
strategic partnership to manage our entire children's toy
proposition. Enhancements to our stock management systems now allow
us to collaborate with partners on a consignment basis. Our first
partner under this model, The Entertainer (including its Early
Learning Centre brand) has provided access to leading toy brands
and their complete product range, without inventory risk. The early
results are encouraging, with strong growth in the attach rate for
baby and kids' cards in the short time since launch. In the coming
years, we aim to significantly expand our consignment business by
establishing new category partnerships in verticals such as health
and beauty, homeware and books.
In September 2024, we insourced UK balloon fulfilment
to improve gross margin. This migration to in-house management is
also an enabler for the future UK launch of personalised balloons,
which are already a popular gifting choice at Greetz.
Digital gifting is a key strategic pillar of our
business, providing customers with an innovative way to gift. By
integrating Experiences products directly into Moonpig cards, we
have created a powerful distribution channel for our Experiences
brands while introducing an exciting new gifting option for our
customers. The launch of same-day gifting through e-cards has
extended our peak sales periods. Building on this momentum, we have
launched digital retail gift cards in the US, with plans to
introduce them in the UK soon.
At Experiences we are focused on evolving the
proposition to capture areas of stronger consumer demand. Consumers
want more affordable experiential gifting options and we have seen
a positive response to new casual dining offerings with brands such
as Slug and Lettuce and BrewDog. In addition, we are expanding our
range of subscription gifts, partnering with brands including Hello
Fresh, Beer 52, English Heritage and Gousto.
Maintaining high ethical, environmental and sustainability
standards
We continue to execute against our sustainability
strategy, which commits the Group to eight goals focused on
environmental impact, our people and our communities.
We have dedicated work programmes ongoing in relation
to Scope 3 greenhouse gas emissions reduction. Our cross-functional
supplier engagement forum is in active discussion with key
suppliers to secure emissions reduction targets that align with
Science-Based Targets initiative (SBTi) criteria, and we have a
target to increase our coverage of Scope 3 emissions from 19.3% as
at 30 April 2024 to 27.0% by 30 April 2025. There is also work
ongoing to implement a new carbon management system and a new ESG
reporting system that will enable compliance with upcoming EU
Corporate Sustainability Reporting Directive (CSRD)
requirements.
We have maintained a strong focus on raising customer
net promoter score (NPS) through addressing issues with the
delivery performance of postal service providers in both the UK and
the Netherlands. We have launched new address validation
functionality to increase delivery success rates. We have
introduced early despatch for future-dated orders, which helps
prevent delays and means that orders can still reach customers on
time where the postal service provider is not meeting required
service levels. We are trialling new tracked delivery options for
card orders at affordable price points.
We are passionate about diversity in the technology
sector. We continue to work towards our goal that 45% of new hires
into technical roles should be women, with a female hire rate in
H1 FY25 of 33% (H1
FY24: 38%). We have exceeded our goal to maintain
approximately 50% combined representation of women and ethnic
minorities on the Leadership Team, as representation at
31 October 2024 stood at 55%
(31 October 2023: 59%).
Financial review
Overview
The first half of FY25 has been marked by continued
strong revenue growth at Moonpig, underpinned by growth in orders.
This was driven by technology investment, with our product, data
and technology workforce now primarily focused on growth
initiatives that deliver improved new customer acquisition,
customer purchase frequency or higher average order value.
We have continued to make progress at Greetz, with
revenue decreases abating from -5.3% in H2 FY24 to -4.0% in H1 FY25 despite the negative impact from
Sterling appreciation on foreign exchange translation. Expressed in
constant currency, Greetz revenue in H1 FY25 was -2.0% lower than prior year.
The Experiences segment continues to face a
challenging market environment, with a business model and
proposition that are more sensitive to the economic cycle than the
rest of the Group. The headline revenue decrease of £3.9m in H1
FY25 includes annualisation against prior year temporary additional
breakage revenue on expired vouchers (H1 FY24: £3.2m, full year
FY24 £5.9m). We now expect a longer timeline for aligning
Experiences revenue growth with its full potential, which is
reflected in the £56.7m non-cash charge for
impairment of Experiences goodwill.
Moonpig and Greetz are growing several revenue streams
that have 100% gross margin, such as Plus subscription fees,
on-site and supplier marketing income and commissions earned from
selling toys and digital gift experiences as agent. In due course,
we expect this to exert some upward pressure on profit margins
(whilst reducing reported revenue from gross transaction value to
commission earned in the case of agency sales). To reflect this, we
have increased our medium-term target for Adjusted EBITDA margin
from a range of 25% to 26% to a range of 25% to 27%.
For FY25 only, we have revised down our expectations
for depreciation and amortisation to reflect certain current-year
projects that do not meet the requirements for capitalisation,
meaning that related costs have been directly expensed rather than
being capitalised and amortised. Our expectations for current year
net finance charges are also now lower than was previously the
case.
The Group remains cash generative with significant
liquidity and covenant headroom. In line with prior year, the
seasonality of our business means that we expect most of our annual
operating cash inflows to arise in the second half of the year.
After the payment of our inaugural interim dividend and the
recently announced share buyback programme of up to £25m, we expect
to finish this financial year with net leverage of approximately
1.0x, in line with our medium term target.
Financial performance - Group
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
H1
FY25
Year-on-year
growth %
|
Revenue (£m)
|
158.0
|
152.1
|
3.8%
|
Gross profit (£m)
|
93.6
|
89.0
|
5.1%
|
Gross margin (%)
|
59.2%
|
58.5%
|
0.7%pts
|
Adjusted EBITDA
(£m)1
|
41.8
|
41.4
|
0.9%
|
Adjusted EBITDA margin
(%)1
|
26.5%
|
27.2%
|
(0.7)%pts
|
Adjusted EBIT
(£m)2
|
32.6
|
33.2
|
(1.7)%
|
Adjusted EBIT margin
(%)2
|
20.7%
|
21.8%
|
(1.1)%pts
|
Reported profit before taxation
(£m)
|
(33.3)
|
18.9
|
(276.1)%
|
Adjusted profit before taxation
(£m)2
|
27.3
|
25.1
|
9.0%
|
Earnings per share - basic
(pence)
|
(11.2)
|
4.1
|
(372.1)%
|
Adjusted earnings per share - basic
(pence)2
|
6.1
|
5.5
|
10.7%
|
Net debt (£m)3
|
(119.5)
|
(166.9)
|
28.4%
|
1 Before Adjusting Items of £56.7m
in H1 FY25 and £1.9m in H1 FY24. See Note 4 and Note 21.
2 Before Adjusting Items of £60.6m
in H1 FY25 and £6.2m in H1 FY24. See Note 4 and Note 21. The Group
has amended its definition of Adjusting Items such that £3.9m (H1
FY24: £4.3m) of acquisition amortisation is treated as an Adjusting
Item in both the current and prior periods. See Note 4 and Note
21.
3 Net debt is defined as total
borrowings, inclusive of lease liabilities, less cash and cash
equivalents.
The Group delivered revenue of
£158.0m, representing year-on-year growth of 3.8%. This growth was
achieved despite the annualisation of last year's temporary
additional breakage revenue from Experiences vouchers issued during
Covid with extended expiry dates, of which £3.2m arose in the first
half of FY24.
Gross margin rate increased by
0.7%pts year-on-year to 59.2% (H1 FY24: 58.5%), reflecting the
insourcing of UK balloon fulfilment at Tamworth, leveraging AI to
make more targeted use of promotional discounts and growth in
high-margin revenue streams such as Plus subscription
fees.
Adjusted EBITDA margin rate and
Adjusted EBIT margin rate decreased year-on-year, reflecting a
return to more normal indirect cost management; as set out in our
H1 FY24 results announcement, during the first half of last year,
we took a cautious approach to cost management in response to the
external environment, deferring investments into the second half to
maintain flexibility.
Adjusted profit before taxation
increased by 9.0% to £27.3m (H1 FY24: £25.1m) driven by lower net
finance charges as we refinanced to lower-cost debt facilities in
February 2024 and benefited from lower SONIA rates on the unhedged
portion of our borrowings.
Net debt is a non-GAAP measure and is
defined as total borrowings, including lease liabilities, less cash
and cash equivalents. Net debt decreased from £166.9m as at
31 October 2023 to £125.1m as at 30 April 2024 and
£119.5m as at 31 October 2024, with net leverage improving to
1.25x from 1.31x and 1.83x respectively.
Revenue
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
H1
FY25
Year-on-year
growth %
|
Moonpig and Greetz orders
(m)
|
16.8
|
16.0
|
4.7%
|
Moonpig and Greetz average order
value (£ per order)
|
8.5
|
8.3
|
2.5%
|
Moonpig and Greetz revenue (£m)
|
143.1
|
133.4
|
7.3%
|
|
|
|
|
Moonpig revenue (£m)
|
118.8
|
108.0
|
10.0%
|
Greetz revenue (£m)
|
24.3
|
25.3
|
(4.0)%
|
Moonpig and Greetz revenue (£m)
|
143.1
|
133.4
|
7.3%
|
Experiences revenue (£m)
|
14.9
|
18.8
|
(20.8)%
|
Group revenue (£m)
|
158.0
|
152.1
|
3.8%
|
Moonpig and Greetz revenue increased
by 7.3% year-on-year, driven in particular by continued strong
orders growth. This reflected both growth in orders from newly
acquired customers and growth in frequency for existing customer
cohorts, driven by initiatives such as reminders collection and
Moonpig Plus. Average order value at Moonpig and Greetz increased
by 2.5%, reflecting pass through of higher postage prices, more
efficient targeting of promotional activity and a moderate increase
in gift attachment rate.
Group revenue growth was powered by
Moonpig, at which revenue increased by 10.0% year-on-year. The
revenue trajectory at Greetz continued to improve from -5.3% in H2
FY24 to -4.0% in H1 FY25, notwithstanding a foreign exchange
translation headwind. Expressed in constant currency, Greetz sales
in H1 FY25 were 2.0% lower than the prior year.
Moonpig is driving growth in sales
where it acts as an agent, for children's toys and gift
experiences. Under the agency model, only commission earned is
recognised as revenue, resulting in lower reported revenue compared
to the gross amount that would be recorded if the Group acted as
principal.
At Experiences, the reported
year-on-year reduction in revenue includes the prior year
recognition of temporarily higher breakage relating to gift boxes
(primarily distributed through high street retail partners) and
individual experiences vouchers that were sold during Covid with
extended expiry dates. This represented a £5.9m uplift across FY24
of which £3.2m related to the first half of the year. As these
extended expiry dates have now passed, this benefit has not
repeated in FY25. Given its price points and focus on discretionary
gifting, Experiences is facing a challenging market environment,
which is reflected both in reported trading and in our longer
expectations for the time required to align Experiences revenue
growth with its potential.
Gifting mix of revenue
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
H1
FY25
Year-on-year growth %
|
Moonpig and Greetz cards revenue
(£m)
|
86.3
|
79.0
|
9.2%
|
Moonpig and Greetz attached gifting
revenue (£m)
|
53.3
|
50.4
|
5.8%
|
Moonpig and Greetz standalone
gifting revenue (£m)
|
3.5
|
4.0
|
(10.1)%
|
Moonpig and Greetz revenue (£m)
|
143.1
|
133.4
|
7.3%
|
Experiences gifting revenue
(£m)
|
14.9
|
18.8
|
(20.8)%
|
Group revenue (£m)
|
158.0
|
152.1
|
3.8%
|
|
|
|
|
Moonpig / Greetz total gifting
revenue (£m)
|
56.8
|
54.4
|
4.6%
|
Moonpig / Greetz gifting revenue mix
(%)
|
39.7%
|
40.8%
|
(1.1)%pts
|
Group gifting mix of revenue
(%)
|
45.4%
|
48.1%
|
(2.7)%pts
|
A core strength of our business model is its ability
to drive growth in attached gifting revenue through an increase in
card orders, even during periods when the gift attachment rate is
below its full potential. This was evident in the first half of
FY25, when attached gifting revenue grew by 5.8%. This growth
reflected a 4.7% increase in order volume, alongside a moderate
year-on-year improvement in the gift attachment rate.
Although standalone gifting revenue declined by
10.1%, this area is not a primary focus, as
our strategy continues to prioritise growth in greeting cards and
attached gifting to drive purchase frequency and customer lifetime
value.
Gross margin rate
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
H1
FY25
Year-on-year growth %
|
Moonpig gross margin (%)
|
57.5%
|
55.5%
|
2.0%pts
|
Greetz gross margin (%)
|
46.2%
|
46.8%
|
(0.6)%pts
|
Moonpig and Greetz gross margin (%)
|
55.6%
|
53.8%
|
1.8%pts
|
Experiences gross margin
(%)
|
94.2%
|
91.8%
|
2.4%pts
|
Group gross margin (%)
|
59.2%
|
58.5%
|
0.7%pts
|
Gross margin rate strengthened to
59.2% (H1 FY24: 58.5%), driven by a 2.0 percentage point increase
in Moonpig gross margin rate. This reflects the successful
implementation of efficiency projects at our UK facility including
the insourcing of UK balloon fulfilment, leveraging AI to make more
targeted use of promotional discounts and the commercial management
of supplier relationships.
In addition, Moonpig and Greetz
revenue in H1 FY25 includes £4.7m (H1 FY24: £2.5m) from income
streams with a 100% gross margin rate, such as Plus
subscription fees, on-site and supplier marketing income and
commissions earned on the sale of toys and digital gift experiences
as agent. In due course, we expect this to exert some upward
pressure on both gross profit margin and Adjusted EBITDA margin
(whilst reducing reported revenue from gross transaction value to
commission earned on sales as agent). To reflect this, we have
updated our guidance at the upper end, moving our medium-term
target for Adjusted EBITDA margin from a range of 25% to 26% to a
range of 25% to 27%.
The reduction in gross margin at
Greetz reflects increased promotional intensity. The improvement in
gross margin rate at Experiences reflects the non-recurrence of
prior year provisions against gift box inventory.
Adjusted EBITDA margin and Adjusted EBIT
margin
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
H1
FY25
Year-on-year
growth %
|
Moonpig Adjusted EBITDA margin
%
|
31.1%
|
30.3%
|
0.8%pts
|
Greetz Adjusted EBITDA margin
%
|
11.9%
|
16.8%
|
(4.9)%pts
|
Moonpig and Greetz Adjusted EBITDA margin %
|
27.8%
|
27.7%
|
0.1%pts
|
Experiences Adjusted EBITDA margin
%
|
13.6%
|
23.6%
|
(10.0)%pts
|
Group Adjusted EBITDA margin %
|
26.5%
|
27.2%
|
(0.7)%pts
|
Moonpig Adjusted EBIT margin
%
|
25.0%
|
23.9%
|
1.1%pts
|
Greetz Adjusted EBIT margin
%
|
8.2%
|
13.1%
|
(4.9)%pts
|
Moonpig and Greetz Adjusted EBIT margin %
|
22.1%
|
21.8%
|
0.3%pts
|
Experiences Adjusted EBIT margin
%
|
6.8%
|
21.6%
|
(14.8)%pts
|
Group Adjusted EBIT margin %
|
20.7%
|
21.8%
|
(1.1)%pts
|
For the Group, both Adjusted EBITDA margin rate and
Adjusted EBIT margin rate decreased year-on-year, reflecting a
return to more normal indirect cost management; as set out in our
H1 FY24 results announcement, we managed costs cautiously during
the first half of last year in view of the external environment,
deferring investments into the second half of the financial year to
maintain flexibility.
At Moonpig, the strengthening in Adjusted EBITDA
margin rate reflects pass through of the 2.0 percentage point
increase in gross margin rate, offset only in part by the return to
a more normal approach to indirect cost management. The lower
Adjusted EBITDA margin at Greetz is a result of lower revenue and
operational leverage, together with increased promotional activity.
Lower Adjusted EBITDA margin at Experiences reflects prior year
temporarily higher breakage revenue on gift boxes and vouchers that
were sold during Covid, as this carried a 100% margin.
Profit before taxation ("PBT")
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
H1
FY25
Year-on-year
growth
%
|
Adjusted EBIT
(£m)1
|
32.6
|
33.2
|
(1.7)%
|
Net finance costs (£m)
|
(5.3)
|
(8.1)
|
(34.8)%
|
Adjusted profit before taxation (£m)
|
27.3
|
25.1
|
9.0%
|
Adjusting Items (£m)
|
(60.6)
|
(6.2)
|
878.2%
|
Reported profit before taxation (£m)
|
(33.3)
|
18.9
|
(276.1)%
|
1 Before Adjusting Items of £60.6m
in H1 FY25 and £6.2m in H1 FY24. See Note 4 and Note 21. The Group
has amended its definition of Adjusting Items such that £3.9m (H1
FY24: £4.3m) of acquisition amortisation is treated as an Adjusting
Item in both the current and prior periods. See Note 4 and Note
21.
Adjusted profit before taxation
increased to £27.3m (H1 FY24: £25.1m). This reflected lower finance
costs, offset in part by a small year-on-year reduction in Adjusted
EBIT, driven by higher depreciation and amortisation charges
resulting from investment in technology development. The reported
loss before taxation of £33.3m (H1 FY24: profit of £18.9m) reflects
Adjusting Items.
Net finance costs decreased
from £8.1m in H1
FY24 to £5.3m in H1
FY25:
•
Interest on bank borrowings decreased from £6.5m
in H1 FY24 to £4.0m in H1 FY25. This reduction reflects lower
draw-down on the Group's revolving credit facilities and lower
margins following the refinancing of facilities in February 2024.
Bank interest income in the period on the Group's deposit accounts
was £0.1m (H1 FY24 £nil).
•
Amortisation of fees decreased from £1.1m in H1
FY24 to £0.5m in H1 FY25, reflecting lower arrangement fees
following the Group's February 2024 refinancing to new revolving
credit facilities.
•
There was an additional £1.1m of imputed interest
on the Experiences merchant liability balance, which is treated as
a financial liability and discounted to present value in accordance
with IFRS 9.
•
Interest on lease liabilities remain unchanged
year-on-year at £0.4m.
•
There was a £0.7m year-on-year movement in net
foreign exchange gain/loss on financing activities. The monetary
foreign exchange impact of Euro-denominated intercompany loan
balances resulted in the Group recognising a £0.4m gain (H1 FY24:
£0.1m loss), with the corresponding intercompany loss recognised in
other comprehensive income in accordance with IAS 21. Also included
in net foreign exchange on financing activities is a £0.2m gain (H1
FY24: £nil) on the revaluation of the Group's euro denominated
external debt.
The Group performed an annual test
for impairment of Experiences CGU goodwill as at 30 April 2024,
with the results, sensitivity analysis and narrative disclosure
presented on pages 149-150 of the Group's Annual Report and
Accounts for the year ended 30 April 2024. Based on the sensitivity
analysis, the Directors identified the impairment assessment as a
major source of estimation uncertainty that had a significant risk
of resulting in a material adjustment to the carrying amount within
the year ending 30 April 2025. In accordance with paragraph 125 of
IAS 1, the FY24 year-end accounts therefore disclose the
quantification of all key assumptions in the value in use estimates
and the impact of plausible changes in each key assumption. As part
of this disclosure, the sensitivity of Experiences' goodwill to
forecast revenue growth was highlighted.
Experiences revenue decreased
year-on-year during H1 FY25, which the
Group identified as an indication that Experiences goodwill may be
impaired. The Group has therefore estimated the value in use of the
Experiences cash-generating unit (CGU) as at 31 October 2024.
This exercise has identified that the carrying amount of
Experiences goodwill exceeds its recoverable amount, therefore an
impairment charge of £56.7m has been recognised in the consolidated
income statement for the period ended 31 October 2024 (H1
FY24: £nil). The impairment charge has been classified as an
Adjusting Item.
The Group remains confident in the
medium-term growth potential of the Experiences segment. With the
completion of technology re-platforming our focus is now fully on
leveraging this platform through enhancing our product range and
customer proposition. Notwithstanding this, and despite continued
expectations for structural growth in the gift experiences market,
the near-term environment remains significantly more challenging
than we had expected; experiential gifts are a high-ticket-price,
discretionary purchase that is more exposed than our other
businesses to cyclical consumer downturn. This is reflected in our
latest forecasts for estimated future cash flows for the next five
and a half years. For periods thereafter, growth in perpetuity is
calculated using a lower estimated long-term growth rate in
accordance with the requirements of IAS36.
Taxation
The taxation charge for the period
was £5.2m (H1 FY24:
£4.8m). Expressed as a percentage of Adjusted profit before
taxation, the effective tax rate was 22.7% (H1
FY24: 24.3%). This was lower than the prevailing
rates of corporation tax due to the positive impact of deferred tax
movements in relation to share-based payment arrangements, driven
by increases in the Group's share price.
Earnings Per Share ("EPS")
Adjusted Basic EPS for
H1 FY25 increased from
5.5p in H1 FY24 to 6.1p
in H1 FY25, reflecting the year-on-year
increase in Adjusted profit after taxation. Basic EPS for H1
FY25 was a loss per share of 11.2p (H1
FY24: earnings per share 4.1p) reflecting the charge for Adjusting Items. After accounting
for the effect of employee share arrangements, Adjusted diluted EPS
was 5.9p (H1 FY24: 5.4p).
The calculation of basic EPS is based
on the weighted average number of ordinary shares outstanding
during the period of 344,361,127
(H1 FY24:
342,890,896), which includes the issue of
1,594,164 shares to employees following vesting of
the second tranche of the pre-IPO award and shares issued on
vesting of awards under the LTIP and DSBP
schemes.
Alternative Performance Measures
The Group has identified certain Alternative
Performance Measures (APMs) that it believes provide additional
useful information on the performance of the Group. These APMs are
not defined within IFRS and are not intended to substitute or be
considered as superior to IFRS measures. Furthermore, these APMs
may not necessarily be comparable to similarly titled measures used
by other companies. The Group's Directors and management use these
APMs in conjunction with IFRS measures when budgeting, planning and
reviewing business performance. Executive management bonus targets
include an Adjusted EBIT measure and long-term incentive plans
include an Adjusted Basic Pre-Tax Earnings Per Share (EPS)
measure.
|
Six months ended 31 October
2024
|
Six months
ended 31 October 2023
|
|
Adjusted
Measures1
|
Adjusting
Items1
|
IFRS
Measures
|
Adjusted
Measures1
|
Adjusting
Items1,2
|
IFRS
Measures
|
EBITDA (£m)
|
41.8
|
(56.7)
|
(14.9)
|
41.4
|
(1.9)
|
39.6
|
Depreciation and amortisation
(£m)
|
(9.2)
|
(3.9)
|
(13.1)
|
(8.2)
|
(4.3)
|
(12.6)
|
EBIT (£m)
|
32.6
|
(60.6)
|
(28.0)
|
33.2
|
(6.2)
|
27.0
|
Finance costs (£m)
|
(5.3)
|
-
|
(5.3)
|
(8.1)
|
-
|
(8.1)
|
Profit / (loss) before taxation (£m)
|
27.3
|
(60.6)
|
(33.3)
|
25.1
|
(6.2)
|
18.9
|
Taxation (£m)
|
(6.2)
|
1.0
|
(5.2)
|
(6.1)
|
1.3
|
(4.8)
|
Profit / (loss) after taxation (£m)
|
21.1
|
(59.6)
|
(38.5)
|
19.0
|
(4.9)
|
14.1
|
|
|
|
|
|
|
|
Basic earnings per share
(pence)
|
6.1p
|
(17.3)p
|
(11.2)p
|
5.5p
|
(1.4)p
|
4.1p
|
EBITDA margin (%)
|
26.5%
|
-
|
(9.4)%
|
27.2%
|
-
|
26.0%
|
EBIT margin (%)
|
20.7%
|
-
|
(17.7)%
|
21.8%
|
-
|
17.8%
|
PBT margin (%)
|
17.3%
|
-
|
(21.1)%
|
16.5%
|
-
|
12.4%
|
1 See Adjusting Items at Note 4 and
Alternative Performance Measures at Note 21.
2 The Group has amended its
definition of Adjusting Items, which now include acquisition
amortisation in both the current and prior period.
Note: figures in this table are
individually rounded to the nearest £0.1m. As a result, there may
be minor discrepancies in the subtotals and totals due to rounding
differences.
The definitions for the adjusted measures in the table
are as follows:
•
Adjusted PAT is profit after taxation and before
Adjusting Items.
•
Adjusted PBT is profit before taxation and
Adjusting Items. Adjusted PBT margin is Adjusted PBT divided by
total revenue.
•
Adjusted EBIT is profit before taxation, interest
and Adjusting Items. Adjusted EBIT margin is Adjusted EBIT divided
by total revenue.
•
Adjusted EBITDA is profit before taxation,
interest, depreciation, amortisation and Adjusting
Items.
•
Adjusted EBITDA margin is Adjusted EBITDA divided
by total revenue.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
Year-on-year
movement
|
Pre-IPO share-based payment charges
(£m)
|
-
|
(0.6)
|
0.6
|
Pre-IPO bonus awards
(£m)
|
-
|
(1.2)
|
1.2
|
Acquisition amortisation
(£m)
|
(3.9)
|
(4.3)
|
0.4
|
Impairment of goodwill
(£m)
|
(56.7)
|
-
|
(56.7)
|
Adjusting Items (£m)
|
(60.6)
|
(6.2)
|
(54.4)
|
Adjusting Items comprise:
•
Pre-IPO incentive scheme costs, consisting of £nil
(H1 FY24: £0.6m) share-based payment charges and £nil (H1 FY24:
£1.2m) cash bonus awards. These related to one-off compensation
arrangements, which have fully vested at the end of the FY24
financial year. They were granted prior to IPO and are set out in
the Prospectus. The Group treated these costs as Adjusting Items as
they related to one-off awards implemented whilst the Group was
under private equity ownership and are not part of the Group's
ongoing remuneration arrangements.
•
Acquisition amortisation of £3.9m (H1 FY24:
£4.3m). As disclosed in the FY24 Annual Report and Accounts, the
Group has changed its definition of Adjusting Items to include
acquisition amortisation. The change means that the Group now
reports Alternative Performance Measures on a basis that is more
readily comparable with other listed businesses. Adjusted taxation
includes the deferred taxation impact of acquisition
amortisation.
•
Impairment of goodwill of £56.7m (H1 FY24: £nil).
The non-cash impairment charge relating to Experiences segment
goodwill has been classified as an Adjusting Item as it is not
representative of the underlying performance of the Group and is
not expected to reoccur in future periods.
The impact of the change to the definition of
Adjusting Items to include acquisition amortisation, which we
implemented in H2 FY24, is summarised below.
|
Revised
Definition
|
Previous
Definition
|
|
H1 FY25
|
H1
FY24
|
Year-on-
year
%
|
H1 FY25
|
H1
FY24
|
Year-on-
year
%
|
Revenue (£m)
|
158.0
|
152.1
|
3.8%
|
158.0
|
152.1
|
3.8%
|
|
|
|
|
|
|
|
Adjusted EBITDA (£m)
|
41.8
|
41.4
|
0.9%
|
41.8
|
41.4
|
0.9%
|
Depreciation and amortisation
(£m)
|
(9.2)
|
(8.2)
|
12.2%
|
(13.1)
|
(12.6)
|
4.3%
|
Adjusted EBIT (£m)
|
32.6
|
33.2
|
(1.7)%
|
28.7
|
28.8
|
(0.3)%
|
Net finance costs (£m)
|
(5.3)
|
(8.1)
|
(34.8)%
|
(5.3)
|
(8.1)
|
(34.8)%
|
Adjusted profit before taxation (£m)
|
27.3
|
25.1
|
9.0%
|
23.4
|
20.7
|
13.0%
|
Adjusted taxation (£m)
|
(6.2)
|
(6.1)
|
1.6%
|
(6.2)
|
(5.1)
|
21.0%
|
Adjusted profit after taxation (£m)
|
21.1
|
19.0
|
11.1 %
|
17.2
|
15.6
|
10.4 %
|
|
|
|
|
|
|
|
Adjusted basic earnings per share
(pence)
|
6.1p
|
5.5p
|
0.6p
|
5.0p
|
4.6p
|
0.4p
|
Adjusted EBITDA margin
(%)
|
26.5%
|
27.2%
|
(0.7)%pts
|
26.5%
|
27.2%
|
(0.7)%pts
|
Adjusted EBIT margin (%)
|
20.7%
|
21.8%
|
(1.1)%pts
|
18.2%
|
18.9%
|
(0.7)%pts
|
Adjusted PBT margin (%)
|
17.3%
|
16.5%
|
0.8%pts
|
14.8%
|
13.6%
|
1.2%pts
|
Determining which items should be classified as
Adjusting Items involves the exercise of judgement. We do not
classify the following as Adjusting Items on the basis that they
are recurring costs associated with delivery of financial
performance. However, we have observed that certain users of our
accounts adopt a different approach in their own financial
modelling and have therefore provided the information below to
assist these users:
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
Share-based payment charges relating
to operation of post-IPO Remuneration Policy
(£m)1
|
(2.5)
|
(2.0)
|
1 Share-based payment charges are
stated inclusive of national insurance of £0.5m (H1 FY24:
£0.2m).
Net
debt
Net debt decreased during the period,
from £125.1m at 30 April 2024 to £119.5m as at 31 October
2024. Net leverage improved to 1.25:1 (30 April 2024: 1.31:1).
Net debt is a non-GAAP measure and is defined as total borrowings,
inclusive of lease liabilities, less cash and cash
equivalents.
|
As at
31 October
2024
|
As
at
31 October
2023
|
As
at
30 April
2024
|
|
£m
|
£m
|
£m
|
Borrowings1
|
(117.2)
|
(171.4)
|
(118.4)
|
Cash and cash equivalents
|
12.4
|
22.4
|
9.6
|
Borrowings less cash and cash equivalents
|
(104.8)
|
(149.0)
|
(108.8)
|
Lease liabilities
|
(14.7)
|
(18.0)
|
(16.3)
|
Net
debt
|
(119.5)
|
(167.0)
|
(125.1)
|
|
|
|
|
Last twelve months Adjusted
EBITDA
|
95.9
|
91.1
|
95.5
|
Net debt to last twelve months'
Adjusted EBITDA
|
1.25:1
|
1.83:1
|
1.31:1
|
|
|
|
|
Committed debt facilities
(£m)
|
180.0
|
255.0
|
180.0
|
1 Borrowings are stated net of
capitalised loan arrangement fees and hedging instrument fees of
£1.7m as at 31 October 2024 (31 October 2023: £3.7m,
30 April 2024: £2.0m).
The Group's committed debt facilities comprise a
four-year, multi-currency revolving credit facility (RCF) of £180m,
which is provided by a syndicate of banks. It has an initial
maturity date of 29 February 2028 with an option to extend by one
year, subject to lender approval. Borrowings are subject to interest at a margin over the relevant
currency reference interest rate dependent on net leverage, with
margins of between 2.00%-2.25% at net leverage levels of
1.0x-1.5x.
Facility covenants are tested semi-annually and
comprise a maximum ratio of net debt to Adjusted EBITDA of 3.5x
until 30 April 2025 and 3.0x thereafter and a minimum Adjusted
EBITDA interest cover ratio of 3.5x for the term of the
facility.
The Group's interest rate hedging arrangements now
comprise a SONIA interest rate cap of 5.00% on £50m notional from
29 November 2024 until 1 June 2025, reducing thereafter to £35m
notional until expiry on 28 November 2025. This follows the expiry
of a SONIA interest rate cap with a cap strike rate of 3.00% on
£70m notional until 30 November 2024.
Cash
flow
Cash generated from operations was £24.5m (H1 FY24: £21.3m):
•
There was a cash outflow from higher
inventory of £1.6m (H1
FY24: £3.4m inflow). The
H1 FY25 outflow reflects seasonality in
inventory holding. The H1 FY24 inflow was
driven by improvements in operational efficiency of stock
management during that period. Net inventory at 31 October 2024 was
£8.7m (H1 FY24:
£8.9m).
•
There was a cash outflow from trade and other
payables of £17.5m (H1 FY24: £24.1m), which reflects seasonal
movements in trade creditors and a reduction in the Experiences
merchant accrual. There was also a small cash outflow from trade
and other receivables of £0.7m (H1 FY24: £0.2m
inflow).
•
Capital expenditure decreased year-on-year to
£7.0m (H1 FY24:
£7.8m) reflecting a temporarily lower proportion of
technology department time spent on capitalised projects. There are
a small number of current year technology projects, such as the
implementation of a new warehouse management system, which comprise
SaaS configuration and hence for which payroll cost is expensed as
incurred.
Adjusted Operating Cash Conversion
The Group is cash generative on an
annual basis, with cash inflows strongly weighted into the second
half of each financial year. The Group generated an operating cash
inflow of £17.6m (H1 FY24: £15.1m) representing Adjusted Operating
Cash Conversion of 42% (H1 FY24: 36%).
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£m
|
£m
|
(Loss)/profit before tax
|
(33.3)
|
18.9
|
Add back: Finance costs
|
5.3
|
8.1
|
Add back: Adjusting Items (excluding
share-based payments)1
|
60.6
|
5.6
|
Add back: Adjusting Items
(share-based payments)
|
-
|
0.6
|
Add back: Depreciation and
amortisation1
|
9.2
|
8.2
|
Adjusted EBITDA
|
41.8
|
41.4
|
Less: Capital expenditure (fixed and
intangible assets)
|
(7.0)
|
(7.8)
|
Adjust: Impact of share-based
payments2
|
2.6
|
2.0
|
Add back: (Increase)/ decrease in
inventories
|
(1.6)
|
3.4
|
Add back: (Increase)/decrease in
trade and other receivables
|
(0.7)
|
0.2
|
Add back: (Decrease) in trade and
other payables
|
(17.5)
|
(24.1)
|
Operating cash flow
|
17.6
|
15.1
|
Operating cash conversion
|
42%
|
36%
|
Add back: Capital
expenditure
|
7.0
|
7.8
|
Add back: Loss on disposal and
impairment of goodwill
|
56.7
|
-
|
Less: Adjusting Items (excluding
share-based payments and amortisation)
|
(56.7)
|
(1.2)
|
Less: Research and development tax
credit
|
(0.1)
|
(0.4)
|
Cash generated from operations
|
24.5
|
21.3
|
1 The prior year has been restated
to reflect the classification of acquisition amortisation as an
Adjusting Item of £3.9m (H1 FY24: £4.3m).
2 Comprises: (1) the add-back of
non-cash share-based payment charges of £2.6m (H1 FY24: £2.0m)
relating to operation of post-IPO Remuneration Policy, which are
not classified as an Adjusting Item: offset by (2) the cash impact
of employer's national insurance of £nil (H1 FY24: £0.3m) arising
on pre-IPO share-based payment charges, which are classified as an
Adjusting Item (Refer to Note 4). In H1 FY24 the national insurance
charge was offset by a release of £0.3m in relation to a true up of
NI to reflect the share price at the reporting date.
Operating cash flow and Adjusted Operating Cash
Conversion are non-GAAP measures. Adjusted Operating Cash
Conversion is defined as operating cash flow divided by Adjusted
EBITDA, expressed as a ratio. Adjusted Operating Cash Conversion
informs management and investors about the cash operating cycle of
the business and how efficiently operating profit is converted into
cash.
Capital allocation
To maintain an efficient capital structure, our target
is to operate with net leverage of approximately 1.0x over the
medium term, with flexibility to move beyond this as business needs
require. We continue to prioritise organic investment to drive
growth, including in technology and marketing. We will continue to
selectively consider value-accretive M&A opportunities,
maintaining a high threshold for strategic and financial
returns.
We will always prioritise growth investment in the
business, however our consistent strong operating cash generation
and the progress being made with deleveraging means that we have
the financial flexibility to consistently return incremental excess
capital to shareholders by way of dividends and share buybacks.
We have introduced a dividend policy that commits to
maintaining robust dividend cover of 3x to 4x in the medium term.
We intend to pay a total FY25 dividend of £10m, growing thereafter
in line with Adjusted Earnings Per Share. The Board has declared an
interim dividend of 1.0 pence per share (FY24: nil), which will be
paid on 20 March 2025 to shareholders on the register at 21
February 2025.
The Group's first share repurchase programme of up to
£25m was announced on 16 October 2024, commenced on 5 November 2024
and will run until either 30 April 2025 or until notified by the
Company. The Company's policy with respect to share buybacks is
that it will conduct share buybacks when they use excess capital
and they are earnings enhancing.
Outlook
Moonpig Group current trading remains in line with
our expectations. Growth has been underpinned by consistent strong
sales and orders at Moonpig and is supported by steady progression
at Greetz. Given ongoing macro headwinds in gifting, trading
remains challenging at Experiences and we remain focused on
delivering our transformation plan. Accordingly, our expectations
for full year revenue remain unchanged.
Our business is well positioned to deliver sustained
growth in revenue, profit and free cash flow, driven by our
continued focus on data and technology. With respect to the
medium-term, we continue to target double digit percentage annual
revenue growth. To reflect continued growth of high-margin revenue
streams such as Plus subscription fees, we have increased our
medium-term target for Adjusted EBITDA margin from a range of 25%
to 26% to a range of 25% to 27%. We continue to target growth in
Adjusted earnings per share at a mid-teens percentage rate.
Technical guidance
Capital expenditure
|
Our medium-term target is for
recurring tangible and intangible capital expenditure to equate to
between 4% and 5% of revenue, therefore growing over time in line
with the top line. Within this, we expect that tangible capital
expenditure will be in the region of £2m per year.
In H1 FY25, capital expenditure was
in the middle of this percentage range, reflecting a high
proportion of technology employees' time spent on projects that do
not meet IAS38 capitalisation criteria, with costs instead
recognised in the consolidated income statement. We expect capital
expenditure in H2 FY25 to be in the region of £1m higher than in
the first half, reflecting a normalisation in the technology
department capitalisation rate and higher tangible capital
expenditure.
As previously discussed, we are also
evaluating potential for investment in automation and robotics at
our UK fulfilment centre to increase efficiency and provide
additional capacity at periods of peak throughput for gifting. If
pursued, this would require additional capital expenditure in the
range of low to mid-single digit millions in FY26.
|
Depreciation and
amortisation
|
We expect depreciation and
amortisation of between £19m and £21m in FY25. This is lower than
our previous expectations, reflecting lower capital expenditure in
FY25 together with the later commencement of amortisation upon
commissioning of projects. The charge is expected to increase to
between £21m and £23m in FY26, rising thereafter in line with
capital expenditure. This includes depreciation of purchased
tangible fixed assets (including right-of-use assets) and
amortisation of internally generated intangible fixed assets but
excludes the amortisation of intangible fixed assets arising on
business combinations.
|
Acquisition amortisation
|
We expect the amortisation of
intangible fixed assets arising on business combinations to be
approximately £8m in FY25, and we classify this as an Adjusting
Item. The expected impact of this on Adjusted tax is approximately
£2m. The amortisation relates to intangible assets such as brand
trademarks and customer relationships with useful lives of up to
eight years as set out at Note 8 to the condensed consolidated
financial statements.
|
Net finance costs
|
We expect net finance costs in FY25
to be approximately £11m. This is below our previous expectation
and includes the H1 monetary gain on Euro-denominated intercompany
loan balances. It includes expected interest payments on the new
RCF of approximately £7m (based on the Group's expected
deleveraging profile, current forward market expectations for SONIA
and hedging arrangements currently in place). Deemed interest on
the merchant accrual is expected to be approximately £2m. The
remainder relates to deemed interest on lease liabilities and the
amortisation of up-front RCF arrangement fees and hedging
fees.
We expect net finance costs to
remain broadly unchanged in FY26; whilst the average net leverage
ratio will be lower year-on-year, the effective interest rate on
the RCF will be higher following expiry of the SONIA interest rate
cap with a cap strike rate of 3.00% on 30 November 2024. Net
finance costs are thereafter likely to increase year-on-year in
line with Adjusted EBITDA, as we are targeting a constant net
leverage ratio of approximately 1.0x.
|
Taxation
|
We expect the Group's effective
taxation rate to be slightly below 25% of Adjusted Profit Before
Taxation in FY25, reflecting the positive impact of deferred
taxation movements with respect to share-based payment
arrangements, driven by increases in the Group's share price.
Thereafter, we would expect the effective taxation rate to be
between 25% and 26% of Adjusted Profit Before Taxation.
|
Share based payments
|
We expect the total charge for
share-based payments (relating to the LTIP, DSBP and SAYE share
schemes) to be approximately £6m in FY25. The actual charge may
vary to the extent that there are "bad" leavers and, for the
element of each LTIP award which is subject to an EPS performance
condition, in the event of profit outcomes that vary from current
expectations. These share-based payment charges are not classified
as an Adjusting Item.
|
Share buybacks
|
The repurchase of shares on the open
market is expected to result in cash outflows of up to £25m (before
transaction costs) in H2 FY25. The cost of the buyback will
initially be recorded in the own shares reserve (in equity) when
the shares are repurchased. We expect the shares to be cancelled in
FY25, at which point the amount in the own shares reserve will be
reduced. The nominal value of the cancelled shares will be
transferred to share capital and capital redemption reserves while
the remainder, representing any premium paid over the nominal
value, will be transferred to retained earnings.
|
STATEMENT OF DIRECTORS'
RESPONSIBILITIES
The directors confirm that these Condensed
Consolidated Interim Financial Statements 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 and that the interim management report includes a
fair review of the information required by DTR 4.2.7 and DTR 4.2.8,
namely:
•
An indication of important events that have
occurred during the first six months and their impact on the
condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
•
Material related-party transactions in the first
six months and any material changes in the related-party
transactions described in the last annual report.
On behalf of the Board
Nickyl Raithatha
Andy MacKinnon
Chief Executive
Officer
Chief Financial Officer
9 December 2024
9 December 2024
Condensed Consolidated Interim Financial
Statements
Condensed Consolidated Income Statement
For
the six-month period ended 31 October 2024
|
|
Six months
ended
31 October
2024
|
Six
months ended
31
October 2023
|
|
|
Before Adjusting
Items
|
Adjusting
Items
(Note 4,
21)
|
Total
|
Before
Adjusting Items
|
Adjusting
Items
(Note 4,
21)
|
Total
|
|
Note
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Revenue
|
2
|
157,989
|
-
|
157,989
|
152,136
|
-
|
152,136
|
Cost of sales
|
3
|
(64,438)
|
-
|
(64,438)
|
(63,096)
|
-
|
(63,096)
|
Gross profit
|
|
93,551
|
-
|
93,551
|
89,040
|
-
|
89,040
|
Selling and administrative
expenses
|
|
(61,576)
|
(60,630)
|
(122,206)
|
(56,480)
|
(6,198)
|
(62,678)
|
Other income
|
|
672
|
-
|
672
|
664
|
-
|
664
|
Operating profit/(loss)
|
|
32,647
|
(60,630)
|
(27,983)
|
33,224
|
(6,198)
|
27,026
|
Finance income
|
5
|
110
|
-
|
110
|
-
|
-
|
-
|
Finance costs
|
5
|
(5,410)
|
-
|
(5,410)
|
(8,131)
|
-
|
(8,131)
|
Profit/(loss) before taxation
|
|
27,347
|
(60,630)
|
(33,283)
|
25,093
|
(6,198)
|
18,895
|
Taxation
|
6
|
(6,193)
|
990
|
(5,203)
|
(6,067)
|
1,255
|
(4,812)
|
Profit/(loss) after taxation
|
|
21,154
|
(59,640)
|
(38,486)
|
19,026
|
(4,943)
|
14,083
|
Profit/(loss) attributable to:
|
|
|
|
|
|
|
|
Equity holders of the
Company
|
|
21,154
|
(59,640)
|
(38,486)
|
19,026
|
(4,943)
|
14,083
|
Earnings per share (pence)
|
|
|
|
|
|
|
|
Basic
|
7
|
6.1
|
(17.3)
|
(11.2)
|
5.5
|
(1.4)
|
4.1
|
Diluted
|
7
|
5.9
|
(16.7)
|
(10.8)
|
5.4
|
(1.4)
|
4.0
|
All activities relate to continuing
operations.
The accompanying notes are an
integral part of these Condensed Consolidated Interim Financial
Statements.
Condensed Consolidated Statement of Comprehensive
Income
For
the six-month period ended 31 October 2024
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
(Loss)/profit for the year
|
(38,486)
|
14,083
|
Items that may be reclassified to profit or
loss
|
|
|
Exchange differences on translation
of foreign operations
|
(694)
|
12
|
Cash flow hedge:
|
|
|
Fair value changes in the
year
|
11
|
491
|
Cost of hedging reserve
|
72
|
17
|
Fair value movements on cash flow
hedges transferred to the profit or loss
|
(740)
|
(1,285)
|
Deferred tax on other comprehensive
income
|
207
|
-
|
Total other comprehensive (expense)
|
(1,144)
|
(765)
|
Total comprehensive (expense)/income for the
period
|
(39,630)
|
13,318
|
The accompanying notes are an
integral part of these Condensed Consolidated Interim Financial
Statements.
Condensed Consolidated Balance Sheet
As
at 31 October 2024
|
Note
|
At 31
October
|
At 31
October
|
At 30
April
|
|
|
2024
|
2023
|
2024
|
|
|
£000
|
£000
|
£000
|
Non-current assets
|
|
|
|
|
Intangible assets
|
8
|
142,878
|
207,999
|
203,591
|
Property, plant and
equipment
|
9
|
24,496
|
29,769
|
26,900
|
Other non-current assets
|
11
|
1,598
|
2,140
|
1,611
|
Financial derivatives
|
16
|
37
|
1,600
|
164
|
|
|
169,009
|
241,508
|
232,266
|
Current assets
|
|
|
|
|
Inventories
|
10
|
8,664
|
8,948
|
7,094
|
Trade and other
receivables
|
11
|
7,230
|
6,184
|
6,577
|
Current tax receivable
|
|
-
|
-
|
2,113
|
Financial derivatives
|
16
|
106
|
198
|
838
|
Cash and cash equivalents
|
|
12,407
|
22,443
|
9,644
|
|
|
28,407
|
37,773
|
26,266
|
Total assets
|
|
197,416
|
279,281
|
258,532
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
12
|
80,129
|
88,927
|
96,739
|
Provisions for other liabilities and
charges
|
|
1,536
|
2,011
|
2,073
|
Current tax payable
|
|
383
|
354
|
4,211
|
Contract liabilities
|
|
4,454
|
3,136
|
4,008
|
Lease liabilities
|
13
|
3,183
|
3,266
|
3,257
|
Borrowings
|
13
|
94
|
85
|
73
|
|
|
89,779
|
97,779
|
110,361
|
Non-current liabilities
|
|
|
|
|
Trade and other payables
|
12
|
1,750
|
1,006
|
1,552
|
Borrowings
|
13
|
117,148
|
171,332
|
118,292
|
Lease liabilities
|
13
|
11,561
|
14,691
|
13,072
|
Deferred tax liabilities
|
|
7,100
|
9,748
|
8,903
|
Provisions for other liabilities and
charges
|
|
2,548
|
2,443
|
2,516
|
|
|
140,107
|
199,220
|
144,335
|
Total liabilities
|
|
229,886
|
296,999
|
254,696
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
15
|
34,490
|
34,328
|
34,331
|
Share premium
|
15
|
278,083
|
278,083
|
278,083
|
Merger reserve
|
|
(993,026)
|
(993,026)
|
(993,026)
|
Retained earnings
|
|
609,840
|
621,896
|
642,056
|
Other reserves
|
15
|
38,143
|
41,001
|
42,392
|
Total equity
|
|
(32,470)
|
(17,718)
|
3,836
|
Total equity and liabilities
|
|
197,416
|
279,281
|
258,532
|
The accompanying notes are an
integral part of these Condensed Consolidated Interim Financial
Statements.
Condensed Consolidated Statement of Changes in
Equity
For
the six-month period ended 31 October 2024
|
Note
|
Share
capital
|
Share
premium
|
Merger
reserve
|
Retained
earnings
|
Other
reserves
|
Total
equity
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Balance at 1 May 2023
|
|
34,211
|
278,083
|
(993,026)
|
603,849
|
43,164
|
(33,719)
|
Profit for the period
|
|
-
|
-
|
-
|
14,083
|
-
|
14,083
|
Other comprehensive income:
|
|
|
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
-
|
-
|
-
|
-
|
12
|
12
|
Cash flow hedges:
|
|
|
|
|
|
|
|
Fair value changes in the
period
|
|
-
|
-
|
-
|
-
|
491
|
491
|
Cost of hedging reserve
|
|
-
|
-
|
-
|
-
|
17
|
17
|
Fair value movements on cash flow
hedges transferred to profit and loss
|
|
-
|
-
|
-
|
-
|
(1,285)
|
(1,285)
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
14,083
|
(765)
|
13,318
|
Share-based payments
|
14
|
-
|
-
|
-
|
-
|
2,578
|
2,578
|
Deferred tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
105
|
105
|
Issue of ordinary shares
|
|
117
|
-
|
-
|
-
|
-
|
117
|
Share options exercised
|
14
|
-
|
-
|
-
|
3,964
|
(4,081)
|
(117)
|
As
at 31 October 2023
|
|
34,328
|
278,083
|
(993,026)
|
621,896
|
41,001
|
(17,718)
|
Profit for the period
|
|
-
|
-
|
-
|
20,086
|
-
|
20,086
|
Other comprehensive (expense)/income:
|
|
|
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
-
|
-
|
-
|
-
|
18
|
18
|
Cash flow hedges:
|
|
|
|
|
|
|
|
Fair value changes in the
year
|
|
-
|
-
|
-
|
-
|
224
|
224
|
Cost of hedging reserve
|
|
-
|
-
|
-
|
-
|
226
|
226
|
Fair value movements on cash flow
hedges transferred to profit and loss
|
|
-
|
-
|
-
|
-
|
(937)
|
(937)
|
Deferred tax on other comprehensive
income
|
|
-
|
-
|
-
|
-
|
(95)
|
(95)
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
20,086
|
(564)
|
19,522
|
Share-based payments
|
14
|
-
|
-
|
-
|
-
|
1,601
|
1,601
|
Deferred tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
431
|
431
|
Issue of ordinary shares
|
|
3
|
-
|
-
|
-
|
-
|
3
|
Share options exercised
|
14
|
-
|
-
|
-
|
74
|
(77)
|
(3)
|
As
at 30 April 2024
|
|
34,331
|
278,083
|
(993,026)
|
642,056
|
42,392
|
3,836
|
Loss for the period
|
|
-
|
-
|
-
|
(38,486)
|
-
|
(38,486)
|
Other comprehensive (expense)/income:
|
|
|
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
-
|
-
|
-
|
-
|
(694)
|
(694)
|
Cash flow hedges:
|
|
|
|
|
|
|
|
Fair value changes in the
year
|
|
-
|
-
|
-
|
-
|
11
|
11
|
Cost of hedging reserve
|
|
-
|
-
|
-
|
-
|
72
|
72
|
Fair value movements on cash flow
hedges transferred to profit and loss
|
|
-
|
-
|
-
|
-
|
(740)
|
(740)
|
Deferred tax on other comprehensive
income
|
|
-
|
-
|
-
|
-
|
207
|
207
|
Total comprehensive income for the period
|
|
-
|
-
|
-
|
(38,486)
|
(1,144)
|
(39,630)
|
Share-based payments
|
14
|
-
|
-
|
-
|
-
|
2,543
|
2,543
|
Deferred tax on share-based
payments
|
|
-
|
-
|
-
|
-
|
781
|
781
|
Issue of ordinary shares
|
|
159
|
-
|
-
|
-
|
-
|
159
|
Share options exercised
|
14
|
-
|
-
|
-
|
6,270
|
(6,429)
|
(159)
|
As
at 31 October 2024
|
|
34,490
|
278,083
|
(993,026)
|
609,840
|
38,143
|
(32,470)
|
The accompanying notes are an
integral part of these Condensed Consolidated Interim Financial
Statements.
Condensed Consolidated Cash Flow Statement
For
the six-month period ended 31 October 2024
|
Note
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
|
£000
|
£000
|
Cash flow from operating activities
|
|
|
|
(Loss)/profit before
taxation
|
|
(33,283)
|
18,895
|
Adjustments for:
|
|
|
|
Depreciation and
amortisation
|
8,
9
|
13,089
|
12,553
|
Impairment of goodwill
|
4,
8
|
56,700
|
-
|
Loss on foreign exchange
|
|
85
|
-
|
Net finance costs
|
5
|
5,300
|
8,131
|
R&D tax credit
|
|
(145)
|
(366)
|
Share-based payment
charges
|
14
|
2,543
|
2,578
|
Changes in working capital:
|
|
|
|
(Increase)/decrease in
inventories
|
|
(1,599)
|
3,385
|
(Increase)/ decrease in trade and
other receivables
|
|
(662)
|
192
|
Decrease in trade and other
payables
|
|
(17,481)
|
(24,053)
|
Net increase in trade and other
receivables and payables with undertakings formerly under common
control
|
|
-
|
(31)
|
Cash generated from operating activities
|
|
24,547
|
21,284
|
Income tax paid
|
|
(7,531)
|
(4,925)
|
Net
cash generated from operating activities
|
|
17,016
|
16,359
|
Cash flow from investing activities
|
|
|
|
Capitalisation of intangible
assets
|
8
|
(6,139)
|
(7,001)
|
Purchase of property, plant and
equipment
|
9
|
(845)
|
(813)
|
Bank interest received
|
5
|
110
|
-
|
Net
cash used in investing activities
|
|
(6,874)
|
(7,814)
|
Cash flow from financing activities
|
|
|
|
Proceeds from new
borrowings
|
13
|
-
|
10,000
|
Repayment of borrowings
|
13
|
(1,256)
|
(10,000)
|
Interest paid on
borrowings
|
13
|
(4,727)
|
(7,737)
|
Interest received on swap and cap
derivatives
|
|
740
|
1,331
|
Lease liabilities paid
|
13
|
(1,632)
|
(1,799)
|
Interest paid on leases
|
13
|
(356)
|
(412)
|
Net
cash used in financing activities
|
|
(7,231)
|
(8,617)
|
Net
cash flows (used in)/generated from operating, investing and
financing activities
|
|
2,911
|
(72)
|
Differences on exchange
|
|
(148)
|
121
|
Increase in cash and cash equivalents in the
year
|
|
2,763
|
49
|
Net cash and cash equivalents at the
beginning of the period
|
|
9,644
|
22,394
|
Net
cash and cash equivalents at the end of the
period
|
|
12,407
|
22,443
|
The accompanying notes are an
integral part of these Condensed Consolidated Interim Financial
Statements.
Notes to the Condensed Consolidated Interim Financial
Statements
1 General information
Moonpig Group plc (the "Company" or
"Parent Company") is a public limited company incorporated in the
United Kingdom under the Companies Act 2006, whose shares are
traded on the London Stock Exchange. The Condensed Consolidated
Interim Financial Statements of the Company as at and for the
period ended 31 October 2024 comprise the Company and its
interest in subsidiaries (together referred to as the "Group"). The
Company is domiciled in the United Kingdom and its registered
address is Herbal House, 10 Back Hill, London, EC1R 5EN, United
Kingdom. The Company's LEI number is
213800VAYO5KCAXZHK83.
Basis of preparation
The annual financial statements of
Moonpig Group plc will be prepared in accordance with International
Accounting Standards in conformity with the requirements of the
Companies Act 2006. The annual financial statements will also
comply with International Financial Reporting Standards ("IFRS") as
adopted by the United Kingdom. These Condensed Consolidated Interim
Financial Statements for the six-month period ended 31 October
2024 have been prepared in accordance with UK adopted International
Accounting Standard ("IAS") 34, 'Interim Financial Reporting' and
the Disclosure and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
These Condensed Consolidated Interim
Financial Statements do not constitute statutory accounts as
defined by the Companies Act 2006, Section 435. This report should
be read in conjunction with the Group's Annual Report and Accounts
as at and for the year ended 30 April 2024 ("last Annual
Report and Accounts"), which were prepared in accordance with IFRSs
as adopted by the United Kingdom. The last Annual Report and
Accounts have been filed with the Registrar of Companies. The
auditors' report on these accounts was unqualified.
All figures presented are rounded to
the nearest thousand (£000), unless otherwise stated.
The Condensed Consolidated Interim
Financial Statements have been prepared on a going concern basis
and under the historical cost convention.
The Condensed Consolidated Interim
Financial Statements were approved by the Board of Directors on 9
December 2024 and have been reviewed and not audited by
PricewaterhouseCoopers LLP, the auditors, and its report is set out
at the end of this document.
Consideration of climate change
In preparing the Condensed
Consolidated Interim Financial Statements, the Directors have
considered the impact of climate change, particularly in the
context of the risks identified in the Taskforce on Climate-related
Financial Disclosures ("TCFD") within the Annual Report and
Accounts for the year ended 30 April 2024. There has been no
material impact identified on the financial reporting judgements
and estimates. In particular, the Directors considered the impact
of climate change in respect of the following areas:
•
Going concern of the Group
•
Cash flow forecasts used in the impairment
assessments of non-current assets including goodwill and other
intangible assets.
•
Carrying amount and useful economic lives of
property, plant and equipment.
Whilst there is currently no material financial impact
expected from climate change in the short or medium term, the
Directors will assess climate-related risks at each reporting date
against judgements and estimates made in preparation of the Group's
Condensed Consolidated Interim Financial Statements and Annual
Report and Accounts.
Going concern
These Condensed Consolidated Interim
Financial Statements have been prepared on a going concern basis.
The Group ended the six-month period with a cash and cash
equivalents balance of £12,407,000 (30 April 2024:
£9,644,000). The Group has a revolving credit facility (the "RCF")
of £180,000,000 with an initial maturity date of 29 February 2028
and an option to extend by one year (subject to lender approval).
As at 31 October 2024 the Group had drawn down £113,000,000
and €7,000,000 of the available revolving credit facility
(31 October 2023: term loan of £175,000,000 and RCF of
£80,000,000 of which £nil was drawn down). Lease liabilities
arising are also reported in borrowings.
The Group's interest rate hedging
arrangements now comprise a comprise a SONIA interest rate cap of
5.00% on £50m notional from 29 November 2024 until 1 June 2025,
reducing thereafter to £35m notional until expiry on 28 November
2025. This follows the expiry of a SONIA interest rate cap with a
cap strike rate of 3.00% on £70m notional until 30 November
2024.
The RCF is subject to two covenants,
each tested at six-monthly intervals. The leverage covenant,
measuring the ratio of net debt to last twelve months Adjusted
EBITDA (excluding share based payments, as specified in the
facilities agreement), is a maximum of 3.5x until April 2025 and
3.0x thereafter. The interest cover covenant, measuring the ratio
of last twelve months Adjusted EBITDA (excluding share based
payments, as specified in the facilities agreement) to the total of
bank interest payable and interest payable on leases, is a minimum
of 3.5x for the term of the facility. The Group has complied with
all covenants from entering the RCF until the date of these
Condensed Consolidated Interim Financial Statements and is forecast
to comply with these during the going concern assessment
period.
The Directors have reviewed a
downside scenario which is considered severe but plausible and the
resulting impact on the Group's performance and position. The
downside scenario models a revenue reduction of 10% for the
remainder of FY25 and FY26 to capture risks such as lower purchase
frequency, fewer new customers, reduced attach rates, lower average
order value, decreased gross margin rate, disruption to fulfilment
operations or disruption to regulated postal services. Should more
severe impacts occur than those modelled, further mitigating
actions would be available to the Group.
The Directors also reviewed the
results of reverse stress testing performed to provide an
illustration of the cumulative extent to which existing customer
purchase frequency and levels of new customer acquisition would
need to deteriorate to either trigger a breach in the Group's
covenants under the facilities agreement or else exhaust liquidity.
The probability of this scenario occurring was deemed to be remote
given the strong cash conversion of the Group and the resilient
nature of its business model.
After making enquiries, the Directors
have a reasonable expectation that the Group has adequate resources
to continue in operational existence for at least 12 months from
the date of signing the Condensed Consolidated Interim Financial
Statements.
Accounting policies
The Condensed Consolidated Interim
Financial Statements have been prepared in accordance with the
accounting policies set out on pages 136-141 of the Group's Annual
Report and Accounts for the year ended 30 April 2024.
Taxation
Taxes on income in the interim
periods are accrued using the effective tax rate that would be
applicable to expected annual profit or loss.
Critical accounting judgements and estimates
In preparing these Condensed
Consolidated Interim Financial Statements, management has made
judgements and estimates that affect the application of the
accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from
these estimates. Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to estimates are recognised
prospectively.
The area of judgement which has the
greatest potential effect on the amounts recognised in these
Condensed Consolidated Interim Financial Statements is the
capitalisation of internally generated assets, whilst the areas of
estimates that have the greatest potential effect are the useful
life of internally generated assets, the merchant accrual and the
carrying amount of Experiences segment Goodwill. These are
consistent with matters disclosed on page 135 in the FY24 Annual
Report and Accounts.
2 Segmental analysis
The chief operating decision maker
("CODM") reviews external revenue, Adjusted EBITDA and Adjusted
EBIT to evaluate segment performance and allocate resources to the
overall business. Adjusted EBITDA and Adjusted EBIT are non-GAAP
measures. Adjustments are made to the statutory IFRS results to
arrive at an underlying result which is in line with how the
business is managed and measured on a day-to-day basis. Adjustments
are made for items that are individually important to understand
the financial performance. If included, these items could distort
understanding of the performance for the period and the
comparability between periods. Management applies judgement in
determining which items should be excluded from underlying
performance. See Note 4 for details of these
adjustments.
The Group is organised and managed
based on its segments, namely Moonpig, Greetz and Experiences.
These are the reportable and operating segments for the Group as
they form the focus of the Group's internal reporting systems and
are the basis used by the CODM for assessing performance and
allocating resources.
Most of the Group's revenue is
derived from the sale of cards, gifts and related services to
consumers, or from the distribution of gift experiences acting as
agent. No single customer accounted for 10% or more of the Group's
revenue.
Finance income and expense are not
allocated to the reportable segments, as this activity is managed
centrally.
In common with many retailers,
revenue and trading profit are subject to seasonal fluctuations and
are weighted towards the second half of the year which includes the
majority of the Group's peak trading periods.
The following table shows revenue by
segment that reconciles to the consolidated revenue for the
Group.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
Moonpig
|
118,784
|
108,016
|
Greetz
|
24,335
|
25,343
|
Experiences
|
14,870
|
18,777
|
Total external revenue
|
157,989
|
152,136
|
The following table shows revenue by
key geography that reconciles to the consolidated revenue for the
Group. The geographical split of revenue is based on the website
from which the customer order is placed:
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
UK
|
128,660
|
123,289
|
Netherlands
|
24,336
|
25,343
|
Ireland
|
2,063
|
1,570
|
US
|
918
|
534
|
Australia
|
2,012
|
1,400
|
Total external revenue
|
157,989
|
152,136
|
The revenue for the year was made up
as follows:
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
Recognised at a point in
time
|
155,312
|
151,060
|
Recognised over time
|
2,677
|
1,076
|
Total external revenue
|
157,989
|
152,136
|
The following table shows the
information regarding assets by segment that reconciles to the
consolidated results of the Group.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 20233
|
|
£000
|
£000
|
Moonpig
|
|
|
Non-current
assets1
|
34,705
|
39,729
|
Capital
expenditure2
|
(523)
|
(408)
|
Intangible expenditure
|
(4,543)
|
(5,328)
|
Depreciation and
amortisation
|
(7,262)
|
(6,907)
|
Greetz
|
|
|
Non-current
assets1,3
|
21,400
|
25,786
|
Capital
expenditure2
|
(314)
|
(378)
|
Intangible expenditure
|
(14)
|
-
|
Depreciation and
amortisation
|
(1,775)
|
(1,831)
|
Experiences
|
|
|
Non-current
assets1,3
|
111,269
|
172,253
|
Capital expenditure
|
(8)
|
(27)
|
Intangible expenditure
|
(1,582)
|
(1,673)
|
Depreciation and
amortisation
|
(4,052)
|
(3,815)
|
Impairment of goodwill (note
8)
|
(56,700)
|
-
|
Group
|
|
|
Non-current
assets1
|
167,374
|
237,768
|
Capital
expenditure2
|
(845)
|
(813)
|
Intangible expenditure
|
(6,139)
|
(7,001)
|
Depreciation and
amortisation
|
(13,089)
|
(12,553)
|
Impairment of goodwill (note
8)
|
(56,700)
|
-
|
1 Comprises intangible assets and
property, plant and equipment (inclusive of ROU assets).
2 Includes ROU assets capitalised in
each period.
3 The prior period has been restated
in respect of non-current assets to reflect a reclassification of
technology and development assets between brands post Experiences'
acquisition. The reclassification increased Experiences'
non-current assets by £2,374,000 and decreased Greetz non-current
assets by the same amount.
The following table shows the information regarding
Adjusted EBITDA and Adjusted EBIT by segment that reconciles to the
consolidated results of the Group. Refer to Alternative Performance
Measures ("APMs") at Note 21 for
calculation.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
Adjusted EBITDA
|
£000
|
£000
|
Moonpig
|
36,899
|
32,745
|
Greetz
|
2,887
|
4,253
|
Experiences
|
2,020
|
4,438
|
Group Adjusted EBITDA
|
41,806
|
41,436
|
|
|
|
Depreciation and amortisation
|
|
|
Moonpig
|
7,262
|
6,907
|
Greetz1
|
894
|
931
|
Experiences1
|
1,003
|
374
|
Group depreciation and amortisation excluding amortisation on
acquired intangibles1
|
9,159
|
8,212
|
|
|
|
Adjusted EBIT
|
|
|
Moonpig
|
29,637
|
25,838
|
Greetz1
|
1,993
|
3,322
|
Experiences1
|
1,017
|
4,064
|
Group Adjusted EBIT2
|
32,647
|
33,224
|
1 Excludes amortisation arising on
Group consolidation of intangibles, which is now classified as an
Adjusting Item - see Note 4.
2 The Adjusted EBIT number in the
prior period has been restated to adjust for acquisition
amortisation, which is now an Adjusting Item - see Note
4.
The following table shows Adjusted
EBITDA and Adjusted EBIT that reconciles to the consolidated
results of the Group.
|
Note
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
|
£000
|
£000
|
Adjusted EBITDA
|
21
|
41,806
|
41,436
|
Depreciation and
amortisation1
|
|
(9,159)
|
(8,212)
|
Adjusted EBIT
|
|
32,647
|
33,224
|
Adjusting items
|
4
|
(60,630)
|
(6,198)
|
Operating (loss)/profit
|
|
(27,983)
|
27,026
|
Finance income
|
5
|
110
|
-
|
Finance costs
|
5
|
(5,410)
|
(8,131)
|
(Loss)/profit before taxation
|
|
(33,283)
|
18,895
|
Taxation
|
6
|
(5,203)
|
(4,812)
|
(Loss)/profit for the period
|
|
(38,486)
|
14,083
|
1 Depreciation and amortisation
excludes amortisation on acquired intangibles of £3,930,000 (H1
FY24: £4,341,000) included in Adjusting Items, see Note 4 for more
information.
3 Cost of sales
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
Wages and Salaries
|
5,958
|
6,509
|
Inventories
|
22,745
|
22,263
|
Shipping and logistics
|
33,948
|
32,589
|
Depreciation on warehouses and
machinery
|
1,787
|
1,735
|
Total cost of sales
|
64,438
|
63,096
|
4 Adjusting Items
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 20231
|
|
£000
|
£000
|
Pre-IPO bonus awards
|
-
|
(1,245)
|
Pre-IPO share-based payment
charges
|
-
|
(612)
|
Impairment of goodwill (see Note
8)
|
(56,700)
|
-
|
Total adjustments to Adjusted EBITDA
|
(56,700)
|
(1,857)
|
|
|
|
Amortisation on acquired
intangibles
|
(3,930)
|
(4,341)
|
|
|
|
Total adjustments to Adjusted EBIT
|
(60,630)
|
(6,198)
|
1 Prior year Adjusting Items have
been restated to include the amortisation on acquired
intangibles.
Pre-IPO incentive costs relate to
one-off compensation arrangements, which have now fully vested,
that were granted prior to IPO. The Group treats these costs as
Adjusting Items as they relate to one-off awards implemented whilst
the Group was under private equity ownership and are not part of
the Group's ongoing remuneration arrangements. They comprise the
pre-IPO bonus awards, which are the cash-settled component of the
arrangements and the pre-IPO share-based payment charges, which
relate to the share option component of the
arrangements.
Cash paid in H1 FY25 in relation to
Adjusting Items totalled £6,004,000 (H1 FY24: £4,917,000),
including employer's national insurance contributions. This relates
to the settlement of amounts that vested in FY24, therefore there
was no charge to the income statement during H1 FY25.
5 Net finance costs
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
Bank interest receivable
|
110
|
-
|
Interest payable on
leases
|
(350)
|
(412)
|
Bank interest payable
|
(4,012)
|
(6,464)
|
Amortisation of capitalised
borrowing costs
|
(254)
|
(839)
|
Amortisation of interest rate cap
premium
|
(201)
|
(235)
|
Interest on discounting of financial
liability
|
(1,147)
|
(44)
|
Net foreign exchange gain/(loss) on
financing activities
|
554
|
(137)
|
Net
finance costs
|
(5,300)
|
(8,131)
|
6 Taxation
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
Total current tax
|
6,017
|
6,278
|
Total deferred tax
|
(814)
|
(1,466)
|
Total tax charge in the income
statement
|
5,203
|
4,812
|
The main rate of corporation tax for the UK is 25%
(H1 FY24: 25%). For the Netherlands
companies, the first from €200,000 of profits are taxed at 19%
(H1 FY24: 19%), thereafter at 25.8%
(H1 FY24: 25.8%).
7 Earnings per share
Basic earnings per share
Basic earnings per share is
calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares in
issue during the period. For the purposes of this calculation, the
weighted average number of ordinary shares in issue during the
period was 344,361,127 (H1 FY24: 342,890,896). The period-on-period
increase reflects the issue of 1,594,164 of shares during the
period including, the issue of 1,413,971 of shares to satisfy the
Group's obligation to its employees in relation to the vested
second and final trance of the pre-IPO award in July 2024, the
issue of 93,822 shares in respect of vested long-term incentive
plan awards and the issue of 86,371 shares in respect of vested
deferred share bonus plan awards (see Note 14).
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
Shares in issue
|
Number of
shares
|
Number of
shares
|
As at 1 May
|
343,310,015
|
342,111,621
|
Issue of shares during the
period
|
1,594,164
|
1,165,744
|
As
at 31 October
|
344,904,179
|
343,277,365
|
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
Number of
shares
|
Number of
shares
|
Weighted average number of shares in issue
|
344,361,127
|
342,890,896
|
Diluted earnings per share
For diluted earnings per share, the
weighted average number of ordinary shares in issue is adjusted to
assume conversion of all potentially dilutive ordinary shares. The
Group has potentially dilutive ordinary shares arising from share
options granted to employees under the share schemes as detailed in
Note 14 of these Condensed Consolidated Interim Financial
Statements.
Adjusted earnings per share
Earnings attributable to ordinary
equity holders of the Group for the period, adjusted to remove the
impact of Adjusting Items and the tax impact of these; divided by
the weighted average number of ordinary shares outstanding during
the period.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
Number of
shares
|
Number of
shares
|
Weighted average number of shares
for calculated basic earnings per share
|
344,361,127
|
342,890,896
|
Weighted average number of dilutive
shares
|
13,543,512
|
10,876,799
|
Total number of shares for calculated diluted earnings per
share
|
357,904,639
|
353,767,695
|
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 20231
|
|
£000
|
£000
|
Basic earnings attributable to
equity holders of the Company
|
(38,486)
|
14,083
|
Adjusting Items (see Note
4)
|
60,630
|
6,198
|
Tax on Adjusting Items
|
(990)
|
(1,255)
|
Adjusted earnings attributable to equity holders of the
Company
|
21,154
|
19,026
|
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 20231
|
Basic earnings per ordinary share
(pence)
|
(11.2)
|
4.1
|
Diluted earnings per ordinary share
(pence)
|
(10.8)
|
4.0
|
Basic earnings per ordinary share
before Adjusting Items (pence)
|
6.1
|
5.5
|
Diluted earnings per ordinary share
before Adjusting Items (pence)
|
5.9
|
5.4
|
1 The prior period Adjusting Items
number has been restated to include the amortisation on acquired
intangibles of £4,341,000. This therefore gives rise to a restated
tax on Adjusting Items, adjusted earnings attributable to equity
holders of the Company before Adjusted Items, basic earnings per
ordinary share before Adjusting Items and diluted earnings per
ordinary share before Adjusting Items.
8 Intangible assets
|
Goodwill
|
Trademark
|
Technology
and
development
costs
|
Customer
relationships
|
Software
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Net
book value at 1 May 2023
|
143,811
|
11,832
|
20,095
|
34,585
|
132
|
210,455
|
Additions
|
-
|
-
|
7,001
|
-
|
-
|
7,001
|
Amortisation charge for the
period
|
-
|
(816)
|
(5,000)
|
(3,328)
|
(110)
|
(9,254)
|
Foreign exchange
|
(51)
|
(69)
|
-
|
(61)
|
(22)
|
(203)
|
NBV
at 31 October 2023
|
143,760
|
10,947
|
22,096
|
31,196
|
-
|
207,999
|
Additions
|
-
|
-
|
5,581
|
-
|
200
|
5,781
|
Amortisation charge for the
period
|
-
|
(837)
|
(5,979)
|
(2,924)
|
(125)
|
(9,865)
|
Foreign exchange
|
(138)
|
(62)
|
-
|
(150)
|
26
|
(324)
|
NBV
at 30 April 2024
|
143,622
|
10,048
|
21,698
|
28,122
|
101
|
203,591
|
Additions
|
-
|
-
|
6,125
|
-
|
14
|
6,139
|
Amortisation charge for the
period
|
-
|
(818)
|
(5,991)
|
(2,926)
|
(102)
|
(9,837)
|
Impairment
|
(56,700)
|
-
|
-
|
-
|
-
|
(56,700)
|
Foreign exchange
|
(129)
|
(71)
|
-
|
(114)
|
(1)
|
(315)
|
NBV
at 31 October 2024
|
86,793
|
9,159
|
21,832
|
25,082
|
12
|
142,878
|
(a)
Goodwill
Goodwill of £6,225,000
(31 October 2023: £6,493,000) relates to the acquisition of
Greetz in 2018, recognised within the Greetz CGU. The movement
between periods is a result of foreign exchange
revaluation.
Goodwill of £80,568,000
(31 October 2023: £137,267,000) relates to the acquisition of
the Experiences segment and is allocated to the Experiences
CGU.
The Group performed an annual test
for impairment of Experiences CGU goodwill as at 30 April 2024,
with the results, sensitivity analysis and narrative disclosure
presented on pages 149-150 of the Group's Annual Report and
Accounts for the year ended 30 April 2024. Based on the sensitivity
analysis, the Directors identified the impairment assessment as a
major source of estimation uncertainty that had a significant risk
of resulting in a material adjustment to the carrying amount within
the year ending 30 April 2025. In accordance with paragraph 125 of
IAS 1, the FY24 year-end accounts therefore disclose the
quantification of all key assumptions in the value in use estimates
and the impact of plausible changes in each key assumption. As part
of this disclosure, the sensitivity of Experiences' goodwill to
forecast revenue growth was highlighted.
Experiences revenue decreased
year-on-year during H1 FY25, which the Group has identified as an
indication that Experiences goodwill may be impaired. The Group has
therefore estimated the value in use of the Experiences CGU as at
31 October 2024. This exercise has identified that the
carrying amount of Experiences goodwill exceeds its recoverable
amount, therefore an impairment charge of £56,700,000 has been
recognised in the consolidated income statement for the period
ended 31 October 2024 (H1 FY24: £nil) . The impairment charge
has been classified as an Adjusting Item (see Note
4).
The Group remains confident in the
medium-term growth potential of the Experiences segment. With the
completion of technology re-platforming our focus is now fully on
leveraging this platform through enhancing our product range and
customer proposition. Notwithstanding this, and despite continued
expectations for structural growth in the gift experiences market,
the near-term environment remains significantly more challenging
than we had expected; experiential gifts are a high-ticket-price,
discretionary purchase that is more exposed than our other
businesses to cyclical consumer downturn. This is reflected in our
latest forecasts for estimated future cash flows for five and a
half years before perpetuity using an estimated long-term growth
rate. When estimating value in use, the Group does not include
estimated future cash flows that are expected to arise from
improving or enhancing the asset's performance.
The assumed 5 and a half year
pre-perpetuity projections period represents a reduction of 6
months from 30 April 2024, aligning with the Group's policy of
reducing the period to 5.0 years. The use of a pre-perpetuity
projections period of more than five years is an accounting
judgement. The reasons why the Group considers that a 5.5 year
period is appropriate, and why it considers that the Group meets
the reliability requirements of IAS 36, are set out at Note 4 to
the Company financial statements of the Group's Annual Report and
Accounts for the year ended 30 April 2024.
The Group has identified the
following key assumptions as having the most significant impact on
the value in use calculation for the Experiences CGU:
|
31 October
2024
|
30 April
2024
|
Pre-tax discount rate
(%)1
|
14.1%
|
15.1%
|
Revenue compound annual growth rate
("CAGR")2
|
3.9%
|
6.6%
|
Pre-perpetuity period
(years)
|
5.5
|
6.0
|
1 The discount rate is a pre-tax
rate that reflects the current market assessment of the time value
of money and the risks specific to the cash generating units. The
pre-tax discount rates used to calculate value in use are derived
from the Group's post-tax weighted average cost of
capital.
2 The compound annual growth rate
represents the average yearly growth rate over the pre-perpetuity
period.
The Group has performed sensitivity analysis to assess
the impact of a change in each key assumption in the VIU. The
relevant scenario, in relation to a revenue decrease, is consistent
with the more severe downside scenario (Plausible Scenario 2)
prepared in connection with the viability statement within the
Annual Report and Accounts for the year ended 30 April 2024. For the goodwill allocated to the Experiences CGU
the Group modelled the impact of a 1%pts increase in the discount
rate, a 3.8%pts decrease in the compound annual growth rate and a
reduction in the pre-perpetuity period by half a year. The decrease
in the forecasted revenue sensitivity has been modelled by pushing
out the growth rates in the underlying calculations two years to
the right. In the first twelve months the sensitivity includes a
reduction of 10%, in the next twelve months 5%. As at 30 April 2024
the decrease in forecasted revenue sensitivity pushed the growth
rates out by one year with a reduction of 10% in the first year.
The Group also modelled a scenario in which all three of these
changes arise concurrently. The results of this sensitivity
analysis are summarised below:
|
31 October
2024
|
30 April
2024
|
|
£m
|
£m
|
Original
(impairment)/headroom
|
(56.7)
|
23.3
|
Additional (impairment)/headroom
using a discount rate increased by 1%pts
|
(61.8)
|
11.1
|
Additional (impairment) using a
3.8%pts decrease in the forecast revenue CAGR (April 2024: 5.4%pts
decrease in forecast CAGR)1
|
(84.3)
|
(36.7)
|
Additional (impairment)/headroom
using a pre-perpetuity period reduced by half a year (April 2024:
one year)
|
(65.2)
|
8.2
|
Additional (impairment) combining
all three sensitivity scenarios detailed above
|
(92.2)
|
(54.6)
|
1 The compound annual growth rate
represents the average yearly growth rate over the pre-perpetuity
period.
The Group considers the
recoverability of goodwill on an ongoing basis and will continue to
monitor the CGUs for any indicators of impairment in subsequent
reporting periods. This disclosure is provided in accordance with
IAS 34 'Interim Financial Reporting' and should be read in
conjunction with the Group's Annual Report and Accounts for the
year ending 30 April 2024.
(b)
Trademarks
£3,240,000 (31 October 2023:
£4,259,000) of the asset balance are trademarks relating to the
acquisition of Greetz with finite lives. The remaining useful
economic life at 31 October 2024 of the trademarks is 3 years
10 months (31 October 2023: 4 years 10 months).
£5,919,000 (31 October 2023:
£6,688,000) of trademark assets relate to the brands valued on the
acquisition of the Experiences segment. The remaining useful
economic life at 31 October 2024 on these trademarks is 7
years 9 months (31 October 2023: 8 years 9 months).
(c) Technology and
development costs
Technology and development costs of
£21,557,000 (31 October 2023: £21,431,000) relate to
internally developed assets. The costs of these assets include
capitalised expenses of employees working full time on software
development projects and third-party consulting firms.
Technology and development costs of
£275,000 (31 October 2023: £665,000) relate to the acquisition
of the Experiences segment and are allocated to the Experiences
CGU. The remaining useful economic life at 31 October 2024 is
9 months (31 October 2023: 1 year 9 months.)
(d) Customer
relationships
£5,469,000 (31 October 2023:
£6,645,000) of the asset balance relates to the valuation of
existing customer relationships held by Greetz on acquisition. The
remaining useful economic life at 31 October 2024 on these
customer relationships is 5 years 10 months (31 October 2023:
6 years 10 months).
£19,613,000 (31 October 2023:
£24,551,000) of customer relationship assets relates to those
valued on the acquisition of the Experiences segment. The remaining
useful economic life at 31 October 2024 on these customer
relationships ranges between 4 years 9 months and 1 year 9 months
(31 October 2023: 5 years 9 months and 2 years 9
months).
(e)
Software
Software intangible assets include
accounting and marketing software purchased by the Group and
software licence fees from third-party suppliers.
9 Property, plant and equipment
|
Freehold
property
|
Plant and
machinery
|
Fixtures and
fittings
|
Leasehold
improvements
|
Computer
equipment
|
Right-of-use
assets
plant
and
machinery
|
Right-of-use
assets land
and
buildings
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
NBV
at 1 May 2023
|
1,698
|
2,904
|
1,296
|
8,172
|
865
|
1,168
|
16,208
|
32,311
|
Additions
|
-
|
219
|
10
|
222
|
87
|
-
|
275
|
813
|
Depreciation charge for the
period
|
(78)
|
(571)
|
(292)
|
(548)
|
(288)
|
(220)
|
(1,302)
|
(3,299)
|
Foreign exchange
|
-
|
(2)
|
(7)
|
(16)
|
(4)
|
(2)
|
(25)
|
(56)
|
NBV
at 31 October 2023
|
1,620
|
2,550
|
1,007
|
7,830
|
660
|
946
|
15,156
|
29,769
|
Additions
|
-
|
249
|
79
|
-
|
116
|
575
|
-
|
1,019
|
Remeasurements
|
-
|
-
|
-
|
-
|
-
|
-
|
(113)
|
(113)
|
Disposals
|
-
|
-
|
-
|
(17)
|
-
|
(185)
|
-
|
(202)
|
Depreciation charge for the
period
|
(77)
|
(559)
|
(369)
|
(531)
|
(259)
|
(235)
|
(1,281)
|
(3,311)
|
Foreign exchange
|
-
|
(4)
|
(10)
|
(42)
|
(5)
|
(18)
|
(183)
|
(262)
|
NBV
at 30 April 2024
|
1,543
|
2,236
|
707
|
7,240
|
512
|
1,083
|
13,579
|
26,900
|
Additions
|
68
|
208
|
119
|
212
|
238
|
-
|
-
|
845
|
Depreciation charge for the
period
|
(80)
|
(584)
|
(297)
|
(548)
|
(225)
|
(276)
|
(1,242)
|
(3,252)
|
Remeasurements
|
-
|
-
|
-
|
-
|
-
|
32
|
112
|
144
|
Foreign exchange
|
|
(5)
|
(4)
|
(37)
|
(2)
|
(9)
|
(84)
|
(141)
|
NBV
at 31 October 2024
|
1,531
|
1,855
|
525
|
6,867
|
523
|
830
|
12,365
|
24,496
|
10 Inventories
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Raw materials and
consumables
|
1,347
|
1,882
|
1,411
|
Finished goods
|
9,663
|
10,509
|
8,374
|
Total inventory
|
11,010
|
12,391
|
9,785
|
Less: Provision for write-off of:
|
|
|
|
Raw materials and
consumables
|
(296)
|
(583)
|
(380)
|
Finished goods
|
(2,050)
|
(2,860)
|
(2,311)
|
Net
inventory
|
8,664
|
8,948
|
7,094
|
11 Trade and other receivables
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Current:
|
|
|
|
Trade receivables
|
1,632
|
1,107
|
1,569
|
Less: provision for impairment of
receivables
|
(207)
|
(301)
|
(243)
|
Trade receivables - net
|
1,425
|
806
|
1,326
|
Other receivables
|
974
|
867
|
2,523
|
Other receivables with entities
formerly under common control
|
-
|
181
|
-
|
Prepayments
|
4,831
|
4,330
|
2,728
|
Total current trade and other receivables
|
7,230
|
6,184
|
6,577
|
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Non-current other receivables
|
|
|
|
Other receivables
|
1,598
|
2,140
|
1,611
|
Total non-current trade and other
receivables
|
1,598
|
2,140
|
1,611
|
Non-current other receivables relate
to security deposits in connection with leased property.
As at 31 October 2023 other
receivables with entities formerly under common control relate to
costs in connection with leased property.
The relevant entities ceased to be
related parties from 25 April 2024 following Exponent Private
Equity ceasing to be a Significant Shareholder. Therefore the
balance reported as 31 October 2024 is part of other
liabilities.
12 Trade and other payables
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Current
|
|
|
|
Trade payables
|
14,521
|
14,369
|
14,440
|
Other payables
|
506
|
4,728
|
5,515
|
Other taxation and social
security
|
7,055
|
9,134
|
8,710
|
Accruals
|
25,243
|
23,878
|
22,800
|
Merchant accrual
|
32,804
|
36,818
|
45,274
|
Total current trade and other payables
|
80,129
|
88,927
|
96,739
|
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Non-current
|
|
|
|
Other payables
|
638
|
-
|
638
|
Other taxation and social
security
|
1,112
|
368
|
914
|
Other payables with entities
formerly under common control
|
-
|
638
|
-
|
Total non-current trade and other payables
|
1,750
|
1,006
|
1,552
|
As at 31 October April 2023 the amounts due to
entities formerly under common control amounted to £638,000. The
relevant entities are no longer considered a related party from 25
April 2024 following Exponent Private Equity ceasing to be a
Significant Shareholder. Therefore, in the current period and as at
30 April 2024 the relevant balance is
included within other payables.
13 Borrowings
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Current
|
|
|
|
Lease liabilities
|
3,183
|
3,266
|
3,257
|
Borrowings
|
94
|
85
|
73
|
Non-current
|
|
|
|
Lease liabilities
|
11,561
|
14,691
|
13,072
|
Borrowings
|
117,148
|
171,332
|
118,292
|
Total borrowings and lease liabilities
|
131,986
|
189,374
|
134,694
|
During the year ended 30 April 2024,
the Group completed a refinancing, replacing its previous term loan
and revolving credit facility with a new £180,000,000 committed
multi-currency RCF. The RCF has an initial maturity date of 29
February 2028 with an option to extend it by one year (subject to
lender consent). As at 31 October 2024 the Group had drawn
down £113,000,000 and €7,000,000 of the available revolving credit
facility (31 October 2023: term loan of £175,000,000 and RCF
of £80,000,000 of which £nil was drawn down). There was a foreign exchange impact on borrowings during the
period of £155,000 gain (H1 FY24:
£nil).
The amounts drawn under the RCF bear
interest at a floating reference rate plus a margin. The reference
rates are SONIA for loans in Sterling, EURIBOR for loans in Euro
and SOFR for loans in US Dollars.
The Group's interest rate hedging
arrangements now comprise a SONIA interest rate cap of 5.00%
on £50m notional from 29 November 2024 until 1 June 2025, reducing
thereafter to £35m notional until expiry on 28 November 2025. This
follows the expiry of a SONIA interest rate cap with a cap strike
rate of 3.00% on £70m notional until 30 November 2024.
The RCF is subject to two covenants,
each tested at six-monthly intervals. The leverage covenant,
measuring the ratio of net debt to last twelve months Adjusted
EBITDA (excluding share based payments, as specified in the
facilities agreement), is a maximum of 3.5x until April 2025 and
3.0x thereafter. The interest cover covenant, measuring the ratio
of last twelve months Adjusted EBITDA (excluding share based
payments, as specified in the facilities agreement) to the total of
bank interest payable and interest payable on leases, is a minimum
of 3.5x for the term of the facility. The Group has complied with
all covenants from entering the RCF until the date of these
Condensed Consolidated Interim Financial Statements.
Borrowings are repayable as
follows:
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Within one year
|
94
|
85
|
73
|
Within one and two years
|
-
|
-
|
-
|
Within two and three
years
|
-
|
171,332
|
-
|
Within three and four
years
|
117,148
|
-
|
118,292
|
Within four and five
years
|
-
|
-
|
-
|
Beyond five years
|
-
|
-
|
-
|
Total borrowings1
|
117,242
|
171,417
|
118,365
|
1 Total borrowings include £94,094
(31 October 2023: £85,000) in respect of accrued unpaid
interest and are shown net of capitalised borrowing costs of
£1,715,000 (31 October 2023: £3,668,000).
The table below details changes in
liabilities arising from financing activities, including both cash
and non-cash changes.
|
Borrowings
|
Lease
liabilities
|
Total
|
|
£000
|
£000
|
£000
|
1
May 2023
|
170,520
|
19,525
|
190,045
|
Cash flow
|
(7,737)
|
(2,211)
|
(9,948)
|
Foreign exchange
|
-
|
(64)
|
(64)
|
Interest and
other1
|
8,634
|
707
|
9,341
|
31
October 2023
|
171,417
|
17,957
|
189,374
|
Cash flow
|
(63,534)
|
(2,213)
|
(65,747)
|
Foreign exchange
|
-
|
(65)
|
(65)
|
Interest and
other1
|
10,482
|
650
|
11,132
|
30
April 2024
|
118,365
|
16,329
|
134,694
|
Cash flow
|
(5,983)
|
(1,988)
|
(7,971)
|
Foreign exchange
|
(155)
|
(90)
|
(245)
|
Interest and
other1
|
5,015
|
493
|
5,508
|
31
October 2024
|
117,242
|
14,744
|
131,986
|
1 Interest and other within
borrowings comprises amortisation of capitalised borrowing costs
and the interest expense in the period. Interest and other within
lease liabilities comprises interest on leases as disclosed in Note
5.
14 Share-based payments
Pre-IPO awards
The original awards were granted on 27 January 2021
and comprised two equal tranches, with the vesting of both subject
to the achievement of revenue and Adjusted EBITDA performance
conditions for the year ended 30 April 2023 and for participants to
remain employed by the Company over the vesting period. The Group
exceeded maximum performance for both measures, including on an
organic basis without the post-acquisition revenue and profit from
Experiences. Accordingly, the first tranche vested on 30 April 2023
and was paid in July 2023; the second tranche vested on 30 April
2024 and was paid in May 2024. Given the constituents of the
scheme, no attrition assumption was applied. The scheme rules
provided that when a participant left employment, any outstanding
award may have been reallocated to another employee (excluding the
Executive Directors). All previous awards vested on 30 April 2024
and all shares outstanding at the beginning of the period were
exercised in H1 FY25. There were no further shares granted during
the period and this incentive scheme has now ended.
|
31 October
2024
|
31 October
2023
|
30 April
2024
|
Pre-IPO awards
|
Number of
shares
|
Number
of
shares
|
Number
of
shares
|
Outstanding at the beginning of the
period
|
1,413,971
|
2,619,716
|
2,616,716
|
Granted
|
-
|
-
|
-
|
Exercised
|
(1,413,971)
|
(1,165,744)
|
(1,165,744)
|
Forfeited
|
-
|
(7,143)
|
(37,001)
|
Outstanding at the end of the period
|
-
|
1,446,829
|
1,413,971
|
Exercisable at the end of the period
|
-
|
-
|
1,413,971
|
Long-Term Incentive Plan ("LTIP")
The first grant of these awards was made on 1 February
2021 and vested on 2 July 2024. Half of the share awards granted
are subject to a relative Total Shareholder Return ("TSR")
performance condition measured against the constituents of the FTSE
250 Index (excluding Investment Trusts). The other half of the
share awards granted are subject to an Adjusted Basic Pre-Tax EPS
performance condition (calculated as Adjusted Profit Before
Taxation, divided by the undiluted weighted average number of
ordinary shares outstanding during the year). Participants are also
required to remain employed by the Group over the vesting period,
with a further holding period applying until the fifth anniversary
of grant for the Executive Directors. Given the constituents of the
scheme, no attrition assumption has been applied. Activity in
relation to these awards during the period included new awards
granted on 2 July 2024 under the existing scheme which will vest on
2 July 2027 subject to the performance conditions being met.
Consistent with the existing scheme, participants are
required to remain employed by the Group over the vesting period.
Vesting may arise sooner where a former employee is a "good leaver"
and the Remuneration Committee exercises discretion to permit
vesting at cessation of employment.
The below tables give the assumptions applied to the
options granted in the period and the shares outstanding:
|
July 2024
|
Valuation model
|
Stochastic
and Black-Scholes and Chaffe
|
Weighted average share price
(pence)
|
182.00
|
Exercise price (pence)
|
0.00
|
Expected dividend yield
|
0%
|
Risk-free interest rate
|
4.45%/4.23%
|
Volatility
|
46.16/44.87%
|
Expected term (years)
|
3.00/2.00
|
Weighted average fair value
(pence)
|
119.26/182.00
|
Attrition
|
0%
|
Weighted average remaining
contractual life (years)
|
3.47
|
|
31 October
2024
|
31 October
2023
|
30 April
2024
|
LTIP awards
|
Number of
shares
|
Number
of
shares
|
Number
of
shares
|
Outstanding at the beginning of the
period
|
9,326,856
|
3,064,998
|
3,064,998
|
Granted
|
3,962,477
|
6,991,966
|
6,991,966
|
Exercised
|
(93,822)
|
-
|
-
|
Forfeited
|
(698,592)
|
(492,570)
|
(730,108)
|
Outstanding at the end of the period
|
12,496,919
|
9,564,394
|
9,326,856
|
Exercisable at the end of the period
|
5,974
|
-
|
-
|
Deferred Share Bonus Plan ("DSBP")
The Group has bonus arrangements in place for
Executive Directors and certain key management personnel within the
Group whereby a proportion of the annual bonus is subject to
deferral over a period of three years with vesting subject to
continued service only. Vesting may arise sooner where a former
employee is a "good leaver" and the Remuneration Committee
exercises discretion to permit vesting at cessation of
employment.
The outstanding number of shares
under option at the end of the period is 540,885 (31 October
2023: 419,492), with an expected vesting profile as
follows:
|
FY26
|
FY27
|
FY28
|
Total
|
Share options granted on 5 July
2022
|
255,593
|
-
|
-
|
255,593
|
Share options granted on 4 July
2023
|
-
|
44,878
|
-
|
44,878
|
Share options granted on 2 July
2024
|
-
|
-
|
240,414
|
240,414
|
The below tables give the assumptions
applied to the options granted in the period and the shares
outstanding:
|
July 2024
|
Valuation model
|
Black-Scholes
|
Weighted average share price
(pence)
|
182.00
|
Exercise price (pence)
|
0.00
|
Expected dividend yield
|
0%
|
Risk-free interest rate
|
N/A
|
Volatility
|
N/A
|
Expected term (years)
|
3.00
|
Weighted average fair value
(pence)
|
182.00
|
Attrition
|
0%
|
Weighted average remaining
contractual life (years)
|
3.92
|
|
31 October
2024
|
31 October
2023
|
30 April
2024
|
DSBP
|
Number of
shares
|
Number
of
shares
|
Number
of
shares
|
Outstanding at the beginning of the
period
|
386,842
|
392,289
|
392,289
|
Granted
|
240,414
|
47,164
|
47,164
|
Exercised
|
(86,371)
|
-
|
(32,650)
|
Forfeited
|
-
|
(19,961)
|
(19,961)
|
Outstanding at the end of the period
|
540,885
|
419,492
|
386,842
|
Exercisable at the end of the period
|
-
|
-
|
-
|
Save
As You Earn ("SAYE")
The Group entered a SAYE scheme for all eligible
employees under which employees are granted an option to purchase
ordinary shares in the Company at an option price set at a 20%
discount to the average market price over the three days before the
invitation date, in three years' time, dependent on their entering
into a contract to make monthly contributions into a savings
account over the relevant period.
The original FY22 awards were granted on 3 September
2021 and vested on 1 October 2024, with a six-month exercise period
following vesting. The awards are subject only to service
conditions with the requirement for the recipients of awards to
remain in employment with the Group over the vesting period.
Activity in relation to these awards during the period included
FY25 awards granted on 26 July 2024 which will vest on 1 October
2027, subject to the same conditions as the FY24 grant.
The below tables give the assumptions
applied to the options granted in the year and the shares
outstanding:
|
July 2024
|
Valuation model
|
Black-Scholes
|
Weighted average share price
(pence)
|
215.50
|
Exercise price (pence)
|
150.00
|
Expected dividend yield
|
0%
|
Risk-free interest rate
|
4.21%
|
Volatility
|
43.99%
|
Expected term (years)
|
3.43
|
Weighted average fair value
(pence)
|
90.87
|
Attrition
|
15%
|
Weighted average remaining
contractual life (years)
|
2.75
|
|
31 October
2024
|
31 October
2023
|
30 April
2024
|
SAYE
|
Number of
shares
|
Number
of
shares
|
Number
of
shares
|
Outstanding at the beginning of the
period
|
1,009,635
|
783,819
|
783,819
|
Granted
|
272,636
|
842,522
|
842,552
|
Exercised
|
-
|
-
|
-
|
Cancelled
|
(61,361)
|
(461,453)
|
(616,736)
|
Forfeited
|
(8,612)
|
-
|
-
|
Outstanding at the end of the period
|
1,212,298
|
1,164,888
|
1,009,635
|
Exercisable at the end of the period
|
31,484
|
-
|
1,111
|
The fair values of the Pre-IPO and DSBP awards are
equal to the share price on the date of award as there is no price
to be paid and employees are entitled to dividend equivalents. For
awards with a market condition, volatility is calculated over the
period commensurate with the remainder of the performance period
immediately prior to the date of grant. For all other conditions,
volatility is calculated over the period commensurate with the
expected term. As the Company had only recently listed, a proxy
volatility equal to the median volatility of the FTSE 250
(excluding Investment Trusts) over the respective periods has been
used. Consideration has also been made to the trend of volatility
to return to its mean, by disregarding extraordinary periods of
volatility.
Share-based payments expenses
recognised in the income statement:
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 2023
|
Year ended
30 April 2024
|
|
£000
|
£000
|
£000
|
Pre-IPO awards
|
-
|
612
|
1,152
|
LTIP
|
2,692
|
1,517
|
2,340
|
SAYE
|
132
|
261
|
455
|
DSBP
|
242
|
186
|
305
|
Share-based payments expense1
|
3,066
|
2,576
|
4,252
|
1 The £3,066,000
(31 October 2023: £2,576,000) stated above is presented
inclusive of employer's national insurance of £523,000 in the
period (31 October 2023: A net £2,000 credit). This net
position is made up of contributions of £332,000 (31 October
2023: £321,000) and an increase of £191,000 (31 October 2023:
decrease of £323,000) in relation to a a true up of NI as at the
reporting period date based on market share price data.
15 Share capital and reserves
The Group considers its capital to
comprise its ordinary share capital, share premium, merger reserve,
retained earnings, share-based payments reserve, hedging reserve
and foreign exchange translation reserve. Quantitative detail is
shown in the Condensed Consolidated Statement of Changes in Equity.
The Directors' objective when managing capital is to safeguard the
Group's ability to continue as a going concern in order to provide
returns for the shareholders and benefits for other
stakeholders.
Called-up share capital
Ordinary share capital represents the
number of shares in issue at their nominal value. Ordinary shares
in the Company are issued, allotted and fully paid up.
The holders of ordinary shares are
entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. The
shareholding as at 31 October 2024 is:
|
Number of
shares
|
£000
|
Allotted, called-up and fully paid
ordinary shares of £0.10 each
|
344,904,179
|
34,490
|
As at 31 October 2024, ordinary
share capital represents 344,904,179 (31 October 2023:
343,277,365) ordinary shares with a nominal value of £0.10
(31 October 2023: £0.10). The movement in share capital during
the period relates to the issuance of shares upon vesting of the
Group's pre-IPO incentive scheme. 1,594,164 shares were issued at
nominal value of £0.10, with the issuance being paid up by the
Group through distributable reserves, specifically the share-based
payment reserve.
Share premium
Share premium represents the amount
over the par value which was received by the Company upon the sale
of the ordinary shares. Upon the date of listing the par value of
the shares was £0.10 but the initial offering price was £3.50.
Share premium is stated net of direct costs of £736,000
(31 October 2023: £736,000) relating to the issue of the
shares.
Merger reserve
The merger reserve arises from the
Group reorganisation accounted for under common control.
Other reserves
Other reserves represent the
share-based payment reserve, hedging reserve and the foreign
currency translation reserve.
Share-based payment reserve
The share-based payment reserve is
built up of charges in relation to equity-settled share-based
payment arrangements which have been recognised within the
Condensed Consolidated Income Statement.
Hedging reserve
The hedging reserve comprises the
effective portion of the cumulative net change in the fair value of
cash flow hedging instruments related to hedged transactions that
have not yet occurred and the cumulative net change in the fair
value of time value on the cash flow hedging
instruments.
Foreign currency translation reserve
The foreign currency translation
reserve represents the accumulated exchange differences arising
since the acquisition of Greetz from the impact of the translation
of subsidiaries with a functional currency other than
Sterling.
|
Share-based payment
reserve
|
Foreign currency translation
reserve
|
Hedging
reserve
|
Total other
reserves
|
|
£000
|
£000
|
£000
|
£000
|
As
at 1 May 2023
|
42,211
|
(928)
|
1,881
|
43,164
|
Other comprehensive income:
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
-
|
12
|
-
|
12
|
Cash flow hedges:
|
|
|
|
|
Fair value changes in the
period
|
-
|
-
|
491
|
491
|
Cost of hedging reserve
|
-
|
-
|
17
|
17
|
Fair value movements on cash flow
hedges transferred to profit and loss
|
-
|
-
|
(1,285)
|
(1,285)
|
Share-based payment charge
(excluding National Insurance)
|
2,578
|
-
|
-
|
2,578
|
Deferred tax on share-based
payments
|
105
|
-
|
-
|
105
|
Share options exercised
|
(4,081)
|
-
|
-
|
(4,081)
|
As
at 31 October 2023
|
40,813
|
(916)
|
1,104
|
41,001
|
Other comprehensive income/(expense)
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
-
|
18
|
-
|
18
|
Cash flow
hedges:
|
|
|
|
|
Fair value changes in the
period
|
-
|
-
|
224
|
224
|
Cost of hedging reserve
|
-
|
-
|
226
|
226
|
Fair value movements on cash flow
hedges transferred to profit and loss
|
-
|
-
|
(937)
|
(937)
|
Deferred tax on other comprehensive
income
|
-
|
-
|
(95)
|
(95)
|
Share-based payment charge
(excluding National Insurance)
|
1,601
|
-
|
-
|
1,601
|
Deferred tax on share based payment
transactions
|
431
|
-
|
-
|
431
|
Share options exercised
|
(77)
|
-
|
-
|
(77)
|
As
at 30 April 2024
|
42,768
|
(898)
|
522
|
42,392
|
Other comprehensive (expense)/income:
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
-
|
(694)
|
-
|
(694)
|
Cash flow
hedges:
|
|
|
|
|
Fair value changes in the
period
|
-
|
-
|
11
|
11
|
Cost of hedging reserve
|
-
|
-
|
72
|
72
|
Fair value movements on cash flow
hedges transferred to profit and loss
|
-
|
-
|
(740)
|
(740)
|
Deferred tax on other comprehensive
income
|
-
|
102
|
105
|
207
|
Share-based payment charge
(excluding National Insurance)
|
2,543
|
-
|
-
|
2,543
|
Deferred tax on share-based
payments
|
781
|
-
|
-
|
781
|
Share options exercised
|
(6,429)
|
-
|
-
|
(6,429)
|
As
at 31 October 2024
|
39,663
|
(1,490)
|
(30)
|
38,143
|
16 Financial instruments and related
disclosures
The amounts in the Condensed
Consolidated Balance Sheet and related notes that are accounted for
as financial instruments and their classification under IFRS 9, are
as follows:
|
Note
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
|
£000
|
£000
|
£000
|
Financial assets
|
|
|
|
|
Financial assets at amortised cost:
|
|
|
|
|
Trade and other
receivables1
|
11
|
3,997
|
3,994
|
5,460
|
Cash
|
|
12,407
|
22,443
|
9,644
|
Financial assets measured at fair value
|
|
|
|
|
Financial
derivatives3
|
|
143
|
1,798
|
1,002
|
|
|
16,547
|
28,235
|
16,106
|
Financial liabilities
|
|
|
|
|
Financial liabilities at amortised cost:
|
|
|
|
|
Trade and other
payables2
|
12
|
40,908
|
43,613
|
43,393
|
Merchant accrual
|
|
32,804
|
36,818
|
45,274
|
Lease liabilities
|
13
|
14,744
|
17,957
|
16,329
|
Borrowings
|
13
|
117,242
|
171,417
|
118,365
|
|
|
205,698
|
269,805
|
223,361
|
1 Excluding prepayments and
including other non current assets.
2 Excluding other taxation and
social security.
3 Financial derivatives include
interest rate caps, an interest rate swap that matured November
2023 and a foreign exchange derivative that matured on 30 April
2024.
The interest rate cap and swap
derivatives measured at fair value, are valued using market data to
construct a forward interest rate curve which govern the future
flows under the derivative. These are then discounted back at the
requisite discount curve. The interest rate swap matured on
30 November 2023.
On 3 May 2023 the Group executed a
foreign currency forward contract agreement on a notional amount of
€10,000,000 for the period until 30 April 2024. The Group does not
apply hedge accounting to this derivative, any gains or losses in
relation to the fair value of the derivative are recorded in the
Consolidated Income Statement.
Financial assets and liabilities held
at amortised cost are initially recognised at their fair value and
then subsequently measured at amortised costs using the effective
interest method. The effective interest rate is the rate that
discounts the future cash flows expected to be paid over the life
of the liability or received over the life of the asset. Any
interest expense / income arising on the unwind of the liability is
recognised within finance costs.
To the extent that financial
instruments are not carried at fair value in the Condensed
Consolidated Balance Sheet, the carrying values approximate the
fair values at 31 October 2024, 30 April 2024 and 31 October 2023,
except for borrowings where the fair value of bank loans is
£118,863,000 (30 April 2024: £120,266,000; 31 October
2023: £175,000,000). There have been no changes to classifications
in the current or prior period.
17 Commitments and contingencies
a) Commitments
The Group entered a financial
commitment in respect of floristry supplies of £106,000
(31 October 2023: £nil) and rental commitments of £12,000
(31 October 2023: £12,000) which are due within one
year.
During the period the Group entered a
financial commitment in respect of future stock purchases of
£1,912,000 (31 October 2023: £nil). These purchases are spread
across the next three years and will be settled by November
2027.
b) Contingencies
Group companies have given a
guarantee in respect of the external bank borrowings of the Group
which amounted to £180,000,000 at
31 October 2024. This comprises of the RCF of £180,000,000, as
at 31 October 2024 the Group had drawn down £113,000,000 and
€7,000,000 of the available revolving credit facility
(31 October 2023: £175,000,000 term loan and RCF of
£80,000,000 of which £nil was drawn down).
18 Related party transactions
Transactions with related parties
The Group has transacted with
entities formerly under common control which are presented below.
The relevant entity concerning the transaction in the prior periods
was no longer considered a related party from 25 April 2024
following Exponent Private Equity ceasing to be a Significant
Shareholder.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October
2023
|
|
£000
|
£000
|
Other income from other related
parties formerly under common control
|
-
|
664
|
At the balance sheet date, the Group
had the following balances with entities formerly under common
control:
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Trade and other receivables from
other related parties formerly under common control
|
-
|
181
|
-
|
Trade and other payables to other
related parties formerly under common control
|
-
|
(638)
|
-
|
There is no expected credit loss
provision recognised in relation to the above receivables as the
probability of default and any corresponding expected credit loss
are immaterial to the Group.
19 Dividends
There were no dividends paid in the period.
An interim dividend of 1.0
pence per share for the six months to 31 October 2024 (31 October
2023: no interim dividend) has been declared by the
Directors, totalling £3.4m (31 October 2023: nil) based on the number of
shares eligible for the distribution as at 31 October 2024.
The interim dividend is payable on 20 March 2025 to
shareholders on the register at the close of business on 21
February 2025. No provision has been made for the interim dividend
and there are no income tax consequences in the period.
20 Events after the balance sheet
date
The Company's first share buyback programme, to
repurchase up to £25m of its ordinary shares, was announced on 16
October 2024 and commenced on 5 November 2024. The share buyback
programme will run until either 30 April 2025 or until notified by
the Company. The Company's policy with respect to share buybacks is
that it will only conduct share buybacks when they use excess
capital and they are earnings enhancing.
With the exception of those detailed
above, there were no other adjusting or non-adjusting events after
the balance sheet date.
21 Alternative Performance
Measures
Adjusted EBITDA
Adjusted EBITDA is a measure of the
Group's operating performance and debt servicing ability. It is
calculated as operating profit adding back depreciation and
amortisation and Adjusting Items (Note 4 of these Condensed
Consolidated Interim Financial Statements).
Depreciation and amortisation can
fluctuate, is a non-cash adjustment and is not linked to the
ongoing trade of the Group.
Adjusting Items are excluded as
management believe their nature distorts trends in the Group's
reported earnings. This is
because they are often one-off in
nature or not related to underlying trade.
A reconciliation of operating profit
to Adjusted EBITDA is as follows:
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 2023
|
|
£000
|
£000
|
Operating (loss)/profit
|
(27,983)
|
27,026
|
Depreciation and
amortisation1
|
9,159
|
8,212
|
Adjusting
items1
|
60,630
|
6,198
|
Adjusted EBITDA
|
41,806
|
41,436
|
1 The prior year Adjusting Items
(excluding share-based payments) and Depreciation and Amortisation
numbers have been restated to reflect the classification of
acquisition amortisation as an Adjusting Item of £3,930,000 (H1
FY24: £4,341,000)
Adjusted EBIT
Adjusted EBIT is operating profit
before Adjusting Items:
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 2023
|
|
£000
|
£000
|
Operating (loss)/profit
|
(27,983)
|
27,026
|
Adjusting
items1
|
60,630
|
6,198
|
Adjusted EBIT1
|
32,647
|
33,224
|
1 The prior period Adjusting Items
number has been restated to include the amortisation on acquired
intangibles of £3,930,000 (H1 FY24: £4,341,000).
Adjusted PBT
Adjusted PBT is the profit before
taxation and before Adjusting Items.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 2023
|
|
£000
|
£000
|
PBT
|
(33,283)
|
18,895
|
Adjusting
Items1
|
60,630
|
6,198
|
Adjusted PBT1
|
27,347
|
25,093
|
1 The prior period Adjusting Items
number has been restated to include the amortisation on acquired
intangibles of £3,930,000 (H1 FY24: £4,341,000).
Adjusted PAT
Adjusted PAT is the profit after
taxation and before Adjusting Items and the tax impact of these
adjustments.
Adjusted PAT is used to calculate the
underlying basic earnings per share in Note 7 of these Condensed
Consolidated Interim Financial Statements.
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 2023
|
|
£000
|
£000
|
PAT
|
(38,486)
|
14,083
|
Adjusting
Items1
|
60,630
|
6,198
|
Tax impact of the
above1
|
(990)
|
(1,255)
|
Adjusted PAT1
|
21,154
|
19,026
|
1 The prior period Adjusting Items
number has been restated to include the amortisation on acquired
intangibles of £3,930,000 (H1 FY24: £4,341,000).
Net
debt
Net debt is a measure used by the
Group to reflect available headroom compared to the Group's secured
debt facilities.
The calculation is as
follows:
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Borrowings
|
(117,242)
|
(171,417)
|
(118,365)
|
Cash and cash equivalents
|
12,407
|
22,443
|
9,644
|
Lease liabilities
|
(14,744)
|
(17,957)
|
(16,329)
|
Net
debt
|
(119,579)
|
(166,931)
|
(125,050)
|
Ratio of net debt to Adjusted EBITDA
The ratio of Net Debt to Last Twelve
Months' Adjusted EBITDA helps management to measure its ability to
service debt obligations. The calculation is as follows:
|
At 31 October
2024
|
At 31
October 2023
|
At 30
April
2024
|
|
£000
|
£000
|
£000
|
Net debt
|
(119,579)
|
(166,931)
|
(125,050)
|
Adjusted EBITDA
|
95,900
|
91,083
|
95,530
|
Total Net debt to Last Twelve Months' pro forma Adjusted
EBITDA
|
1.25:1
|
1.83:1
|
1.31:1
|
Operating Cash Conversion
Operating Cash Conversion is
operating cash flow divided by Adjusted EBITDA, expressed as a
ratio. The calculation of Adjusted Operating Cash Conversion is as
follows:
|
Six months
ended
31 October
2024
|
Six months
ended
31 October 2023
|
|
£m
|
£m
|
(Loss)/profit before tax
|
(33.3)
|
18.9
|
Add back: Finance costs
|
5.3
|
8.1
|
Add back: Adjusting Items (excluding
share-based payments)1
|
60.6
|
5.6
|
Add back: Adjusting Items
(share-based payments)
|
-
|
0.6
|
Add back: Depreciation and
amortisation1
|
9.2
|
8.2
|
Adjusted EBITDA
|
41.8
|
41.4
|
Less: Capital expenditure (fixed and
intangible assets)
|
(7.0)
|
(7.8)
|
Adjust: Impact of share-based
payments2
|
2.6
|
2.0
|
Add back: (Increase)/ decrease in
inventories
|
(1.6)
|
3.4
|
Add back: (Increase)/decrease in
trade and other receivables
|
(0.7)
|
0.2
|
Add back: (Decrease) in trade and
other payables
|
(17.5)
|
(24.1)
|
Operating cash flow
|
17.6
|
15.1
|
Operating cash conversion
|
42%
|
36%
|
Add back: Capital
expenditure
|
7.0
|
7.8
|
Add back: Loss on disposal and
impairment of goodwill
|
56.7
|
-
|
Less: Adjusting Items (excluding
share-based payments and amortisation)
|
(56.7)
|
(1.2)
|
Less: Research and development tax
credit
|
(0.1)
|
(0.4)
|
Cash generated from operations
|
24.5
|
21.3
|
1 The prior year Adjusting Items
(excluding share-based payments) and Depreciation and Amortisation
numbers have been restated to reflect the classification of
acquisition amortisation as an Adjusting Item of £3.9 (H1 FY24:
£4.3)
2 Comprises: (1) the add-back of
non-cash share-based payment charges of £2.6m (H1 FY24: £2.0m)
relating to the operation of post-IPO Remuneration Policy, which
are not classified as an Adjusting Item: offset by (2) the cash
impact of employer's national insurance of £nil (H1 FY24: £0.3m)
arising on pre-IPO share-based payment charges, which are
classified as an Adjusting Item (Refer to Note 4). In H1 FY24 the
national insurance charge was offset by a release of £0.3m in
relation to a true up of NI to reflect the share price at the
reporting date.
PRINCIPAL RISKS AND UNCERTAINTIES
The Board of Directors has collective
overall responsibility for the identification and management of the
principal and emerging risks to the Group. The Board has carried
out a robust assessment of such risks. This included an assessment
of the likelihood of each risk identified and of the potential
impact of each risk after considering mitigating actions being
taken. Risk levels were reviewed and modified where appropriate to
reflect the Board's current view of the relative significance of
each risk.
The principal risks and uncertainties
identified are detailed below. Additional risks and uncertainties
for the Group, including those that are not currently known or are
not considered material, may individually or cumulatively also have
a material effect on the Group's business, results of operations
and/or financial condition.
There have been no amendments to the Group's
assessment of principal risks since the last Annual Report and
Accounts for the year ended 30 April 2024. Other risks have been
amended as appropriate based on the output of risk management
assessment.
Risk
|
Description
|
Management and mitigation
|
1. Technology security and data
protection
|
As a digital platform business, the
Group requires its technology infrastructure to operate. Downtime
of the Group's systems resulting from a technology security breach
would cause an interruption to trading.
Either a technology security breach
or a failure to appropriately process and control the data that the
Group's customers share (whether because of internal failures or a
malicious attack by a third party), could result in reputational
damage, loss of customers, loss of revenue and financial losses
from litigation or regulatory action.
|
The Group has a disaster recovery
and business continuity plan which is regularly reviewed and
tested. The Group's platforms are cloud-based, hosted by leading
technology firms.
The Group's technology security team
performs regular security testing of the key platform and
applications and reviews internal processes and capabilities. The
Group subscribes to bug bounty schemes that reward friendly hackers
who uncover security vulnerabilities.
Quarterly health checks are
performed on critical security tools to ensure they are configured
and operating appropriately.
The Group works closely with
suppliers to ensure that they only receive and store minimum data
for the purposes required; security audits are performed to confirm
suppliers operate at a high standard to protect and manage
data.
Annual GDPR training is mandatory
for all employees.
Significant work has been performed
to bring Experiences within the Group's internal control framework,
including in respect of technology security and data protection.
Key internal controls were reviewed as well as a deep dive into the
Experiences Cyber Security. Implementation of recommendations from
both these reviews are underway.
|
2. Consumer demand
|
Should macroeconomic conditions
worsen in future, this could impact demand and Group
revenue.
|
The UK greeting card market has
proven to be relatively resilient to recession.
At Moonpig and Greetz, our approach
is focused around acquiring loyal customer cohorts that drive
recurring annual revenue with 88% (H1 FY24: 91%) of revenue at
these segments from existing customers.
Our business model is flexible, and
we can respond rapidly to cyclical economic changes, for instance
with respect to pricing, merchandise range and cost
base.
We have continued the development of
new technology features that promote customer lifetime value, such
as Moonpig Plus, Greetz Plus and card creativity
features.
The greeting card market has not
experienced any further deterioration in the economic environment
during H1 FY25. There have been recent macroeconomic challenges in
the Experiences gifting market owing to the higher price points.
However, there remains a strong long term growth opportunity for
the Experiences brands once cyclical headwinds subside and the
transformation work we have done to date positions us well to
capitalise on this opportunity.
|
3. Strategy
|
The Group's strategy is focused on
investment in technology and data to drive growth across each of
our businesses. There is a risk that this strategy does not deliver
growth in revenue and profit to the extent expected.
Our strategy for Experiences is to
transform it from an e-commerce marketing operation into a
technology and data-led platform. As with any business acquisition
the delivery of plans carries a higher level of execution risk
compared to segments that have been operated by the Group for some
time. Given the continued challenging trading environment, our
expectations for growth at Experiences have shifted out in time,
which is reflected in the impairment charge recognised in the six
months ended 31 October 2024.
|
The Group monitors return on
investment for all technology development. The product, data and
technology functions are managed to enable rapid redirection of
resource towards those projects that most strongly contribute to
revenue growth.
Should our strategy not deliver
growth in revenue to the extent expected, there is scope to flex
investment accordingly.
The velocity of new product
development on the Moonpig and Greetz technology platform has
remained high and the re-platforming of Experiences has progressed
in line with our expectations.
We continue to execute our strategy
at Experiences, with a focus on enhancing the proposition. We
expect to drive medium-term growth through a balanced combination
of orders on the Red Letter Days and Buyagift websites, increasing
basket value, driving sales through third party channels (including
Moonpig) and upsell on the recipient website. It remains our
expectation that we can delivery double digit medium-term revenue
growth at Experiences once cyclical headwinds subside.
Work to deliver revenue synergies
from the Experiences acquisition is ongoing, with developments
including enhancing the range of digital gift experiences offered
with e-cards and gift subscriptions.
|
4. Changes to the universal postal
service
|
Moonpig and Greetz use regulated
monopoly postal services for the final leg of delivery for greeting
cards sent by envelope post.
Demand for single greeting cards
could be impacted by changes to the frequency, reliability or
affordability of postal delivery.
In 2024, the UK regulator with
responsibility for the universal postal service (Ofcom) carried out
a consultation on the future of Royal Mail's universal service
obligation.
It is possible that Royal Main could
in future cease daily mail flights from Guernsey, where one of
Moonpig's production facilities is based.
|
We maintain relationships with
postal service providers and there is regular, senior-level
communication.
For recent peak trading periods we
have operated an arrangement with Royal Mail to send cards through
their Tracked 24 service (which is a different, separate network
from the regular postal service) at an attractive consumer price
point.
Our strategy is to grow attached
gifting, which moves orders from envelope post to parcel courier
delivery for which there are multiple providers. Roughly one-in-six
UK orders have a gift attached, which means that they are a parcel
delivery through a courier network and hence would be unaffected by
any changes.
At Experiences, a significant
proportion of orders are fulfilled digitally rather than
physically. We are also innovating solutions for digital delivery
at Moonpig and Greetz, such as the launch of the ability to send an
e-card with a digital gift experience, a proposition that
effectively eliminates potential postal delays.
Cessation of mail flights from
Guernsey would not impact our ability to fulfil Moonpig greeting
card orders.
|
5. Brand strength and
reputation
|
The Group's continued success
depends on the strength of its market-leading brands: Moonpig,
Greetz, Red Letter Days and Buyagift.
Any event that damages the Group's
reputation or brands could adversely impact its business, results
of operations, financial condition or prospects.
|
There is high consumer awareness of
the Group's brands, which is maintained by ongoing investment in
marketing. This is further strengthened by network effects from
recipients receiving cards and gifts.
Significant ongoing investment in
technology, with innovations such as video and audio messages and
AI driven 'smart text' message recommendations in greeting cards,
as well as Moonpig Plus and Greetz plus, all help to differentiate
our brand from its online and offline competitors.
Investment in data protection and
technology security helps to protect the Group from the adverse
impact of a data breach or cyber-attack.
|
6. Disruption to
operations
|
Any disruption to in-house or
third-party facilities within the Group's production and fulfilment
network could have an adverse effect on trading.
In the UK, there was service
disruption at Royal Mail during FY23 due to industrial action. This
could recur in future periods.
The Group uses third-party suppliers
for solutions on its platforms and any disruptions, outages or
delays in these would affect the availability of, prevent or
inhibit the ability of customers to access or complete purchases on
its platforms.
|
We operate flexible fulfilment
technology with application programming interface ("API") based
data architecture which allows the addition of third-party
suppliers to the production and fulfilment network with relative
speed.
The Group continues to operate a
multi-site approach to ensure UK operational resilience. The
Group's facilities at Tamworth and Guernsey operate alongside the
use of outsourced partners.
Experiences offers digital voucher
fulfilment, so could continue to trade in the event of disruption
to its operations.
In the Netherlands, we have a
standby agreement with a third party that would provide card
fabrication and gift fulfilment services in the event of
significant disruption to our facility in Almere.
Flowers are fulfilled by a single
supplier in both the UK and the Netherlands, however there is
partial substitutability of demand between flowers and other
gifting product categories.
The Group carries out due diligence
on all key suppliers at the onset of a relationship. This includes
technology and data protection due diligence and checks on
financial viability.
|
Independent review report to Moonpig Group plc
Report on the Condensed Consolidated Interim Financial
Statements
Our conclusion
We have reviewed Moonpig Group plc's
Condensed Consolidated Interim Financial Statements (the "interim
financial statements") in the Half Year Results of Moonpig Group
plc for the 6 month period ended 31 October 2024 (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 Condensed
Consolidated Balance Sheet as at 31 October 2024;
• the Condensed
Consolidated Income Statement and Condensed Consolidated Statement
of Comprehensive Income for the period then ended;
• the Condensed
Consolidated Statement of Changes in Equity for the period then
ended;
• the Condensed
Consolidated Cash Flow Statement for the period then ended; and
• the explanatory
notes to the interim financial statements.
The interim financial statements
included in the Half Year Results of Moonpig Group 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 Half Year 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 Half Year Results, including the
interim financial statements, is the responsibility of, and has
been approved by the directors. The directors are responsible for
preparing the Half Year Results in accordance with the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority. In preparing the Half Year 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.
Our responsibility is to express a
conclusion on the interim financial statements in the Half Year
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
9 December 2024