17
September 2024
THG PLC
Interim results for the
half-year ended 30 June 2024
Group continuing revenue and
adjusted EBITDA growth of +2.2% CCY and +1.6% respectively
Record H1 adjusted
EBITDA across Beauty and Ingenuity helping to offset transitory
headwinds in Nutrition
Improving momentum in
Nutrition, expected to exit Q3 in revenue growth
THG PLC to apply to transfer
to the Equity Shares (commercial companies)
("ESCC") category
Progressing options to
demerge Ingenuity, resulting in a highly cash generative
group
THG PLC ("THG" or the "Group"),
announces its interim results for the half-year ended 30 June 2024
("H1 2024").
H1 2024 Group trading
performance
|
|
|
|
|
£m
|
H1 2024
|
H1
2023[1]
|
YoY[2]
change
|
CCY[3]
change
|
|
|
|
|
|
THG Beauty
|
531.0
|
502.5
|
+5.7%
|
+6.9%
|
THG Nutrition
|
299.9
|
336.7
|
-10.9%
|
-7.5%
|
THG Ingenuity
(external)
|
80.2
|
71.2
|
+12.6%
|
+14.1%
|
Group (continuing)[4]
revenue
|
911.1
|
910.4
|
+0.1%
|
+2.2%
|
Discontinued revenue
|
22.9
|
58.9
|
-61.2%
|
-60.7%
|
Total revenue
|
934.0
|
969.3
|
-3.6%
|
-1.7%
|
Continuing adj EBITDA[5]
|
52.3
|
51.5
|
+1.6%
|
|
Continuing adj EBITDA
%
|
5.7%
|
5.7%
|
-
|
|
Adj EBITDA[6]
|
48.8
|
47.1
|
+3.6%
|
|
Adj EBITDA
%
|
5.2%
|
4.9%
|
+30bps
|
|
Operating loss[7]
|
(84.4)
|
(99.5)
|
|
|
Net
Debt[8]
|
(350.5)
|
(268.3)
|
|
|
Matthew Moulding, CEO of THG, commented:
"The Group continued to deliver against its strategic
priorities through H1, with the performances of both Beauty and
Ingenuity particularly strong. Reporting another 6-month period of
continuing sales and adjusted EBITDA growth was especially pleasing
given the FX headwinds suffered within our Nutrition business,
which negatively impacted H1 profitability by a further c.£5m.
Local manufacturing and fulfilment is now live in Japan which will
steadily scale to reduce exposure.
"Beauty revenue growth of +6% supported a record H1 adjusted
EBITDA performance, an improvement of c.170% as the business model
changes we made to focus on more profitable orders located closer
to our global distribution hubs, come to
fruition.
"Further contract wins within Ingenuity is underpinning a
steady acceleration in external revenue growth following the
repositioning of the business to focus on higher value,
multi-service clients. H1 adjusted EBITDA was a record performance,
up +227% YoY, almost double the previous best performance in H1
2021.
"The major rebrand of our Myprotein business is nearing
completion, and despite the transitory rebrand disruption this has
brought, we have seen positive reactions from global consumers,
major offline retailers, and licensing partners
alike.
"Recent retail listings include GNC and Meijer in the US, as
well as WH Smith and Holland & Barrett in the UK. Within
licensing, we entered into an exciting new long-term partnership
with Müller, with co-branded dairy products launched across major
retailers. Now the rebrand is largely complete, our innovation
pipeline will reaccelerate.
"Momentum in Nutrition is especially pleasing, with an
expected return to revenue growth in September, providing a strong
platform for both peak trading and the year
ahead.
"Following the completion of the FCA listing regime review,
we are taking the appropriate steps to transfer to the ESCC
category. We welcome the output to simplify the listing regime, and
expect the Group to be eligible for inclusion in the FTSE UK Index
Series.
"Finally, after extensive discussions with shareholders over
the past 12 months, THG is progressing options to demerge THG
Ingenuity, leaving our highly profitable and cash generative global
Beauty and Nutrition businesses within THG PLC. The appropriate tax
clearances have been received, while the necessary separation work
has previously been undertaken."
Outlook and guidance
·
The second half of the year remains
the Group's most profitable and cash generative
period, with revenue growth and seasonal
weighting in Beauty and Ingenuity expected to largely mitigate the
Nutrition YoY decline.
·
We are pleased with underlying trading patterns
and notably a recent improvement in Nutrition which we expect to
exit Q3 in revenue growth, supported by a recovery in average
selling prices ("ASPs"). A key variable beyond our control is the Japanese
Yen headwind (H1 2024 impact: c.£5m), however, overall we expect to
be towards the lower end of the analyst consensus EBITDA
range[9].
·
Our estimates are supported by:
o Beauty and Ingenuity delivering YoY adjusted EBITDA margin
progression for the full year, with Ingenuity adjusted EBITDA
anticipated to be ahead of market expectations, noting the strong
H1 performance and the new customer wins in Q3.
o an improving revenue performance in online Nutrition as ASPs
normalise following the extensive global rebrand. Q3 exit revenue
growth supports this view, coupled with a similar 12-month revenue
trajectory evidenced during the previous Myprotein rebranding in
2018.
o offline Nutrition revenues continuing to deliver substantial
growth, with adjusted EBITDA margins already in line with
medium-term guidance (c.12%), supported by an increasing number of
licensing partnerships.
o distribution cost and headcount management initiatives
delivering a much greater level of operational leverage.
·
Year-end net debt is expected to be broadly
unchanged YoY, with an improvement in cash generated from operating
activities and lower capex in H2. Working capital improvements will
come from the receipt of previously trapped European VAT, and
normalisation of the business mix between Beauty and
Nutrition.
· Nutrition adjusted EBITDA margin recovery back to medium-term
guidance (c.12%) in FY 2025 (FY 2023: 13.5%) will be supported by,
normalising ASPs, significant growth in offline retail and
licensing sales, and a greater proportion of Japan orders being
locally fulfilled and manufactured.
H1 2024 segmental
summary
£m
|
THG
Beauty
|
THG
Nutrition
|
THG
Ingenuity
|
Other
|
Central
|
Inter-group
elimination
|
Continuing
Total
|
Discontinued
categories
|
H1 2024
Total
|
Revenue
|
531.0
|
299.9
|
80.2
|
-
|
-
|
-
|
911.1
|
22.9
|
934.0
|
Inter-segment revenue
|
-
|
-
|
225.6
|
-
|
-
|
(225.6)
|
-
|
-
|
-
|
Total revenue
|
531.0
|
299.9
|
305.8
|
-
|
-
|
(225.6)
|
911.1
|
22.9
|
934.0
|
adj
EBITDA
|
32.6
|
19.6
|
11.0
|
-
|
(10.9)
|
-
|
52.3
|
(3.5)
|
48.8
|
adj EBITDA %
|
6.1%
|
6.5%
|
3.6%
|
|
-
|
-
|
5.7%
|
(15.4)%
|
5.2%
|
H1 2023 segmental
summary[10]
£m
|
THG
Beauty
|
THG
Nutrition
|
THG
Ingenuity
|
Other
|
Central
|
Inter-group
elimination
|
Continuing
Total
|
Discontinued
categories
|
H1 2023
Total
|
Revenue
|
502.5
|
336.7
|
71.2
|
-
|
-
|
-
|
910.4
|
58.9
|
969.3
|
Inter-segment revenue
|
-
|
-
|
248.8
|
-
|
-
|
(248.8)
|
-
|
-
|
-
|
Total revenue
|
502.5
|
336.7
|
320.0
|
-
|
-
|
(248.8)
|
910.4
|
58.9
|
969.3
|
adj
EBITDA
|
12.1
|
46.9
|
3.4
|
-
|
(10.9)
|
-
|
51.5
|
(4.4)
|
47.1
|
adj EBITDA %
|
2.4%
|
13.9%
|
1.0%
|
|
-
|
-
|
5.7%
|
(7.5)%
|
4.9%
|
H1
2024 financial highlights
·
Group CCY continuing revenue of £911.1m, +2.2%
YoY, with strong growth in Beauty and external Ingenuity helping
offset online Nutrition.
·
Total CCY revenue of £934.0m (-1.7% YoY) includes
£22.9m (H1 2023: £58.9m) of revenue relating to discontinued
categories as the Group continued to execute its plan of business
simplification and operations streamlining. Group UK revenues grew
strongly at +9.9%.
·
Customer loyalty and direct engagement continues
to build, driven by App participation which accounted for 26.0% of
Group D2C revenue (H1 2023: 16.1%).
·
Adjusted gross margin remained broadly stable,
with Beauty and Ingenuity margin progression offsetting a lower
than anticipated result in Nutrition, driven by rebrand product
clearance and the return of whey price inflation through Q2. Gross
margin has expanded in THG Beauty through online retail, as
previous actions to de-prioritise lower margin territories continue
to yield progress.
·
Substantial reduction in adjusted distribution
costs YoY to 11.5% of revenue, reflecting the continued
optimisation of the Group's automation investment and ongoing
efficiencies in the global delivery network. These optimisations
have accelerated the speed of order processing and delivery to the
end customer, enabling much later order cut off thresholds and
shorter delivery times from point of order. These market leading service standards to customers, allied
with the efficiency of operations are now playing an impactful role
in supporting Ingenuity recurring revenue growth.
·
Administrative costs remain well controlled, with
ongoing refinements to marketing strategies and greater app
participation helping to offset inflation in marketing, and
investment to enhance brand awareness. Organisational effectiveness
initiatives implemented in Q3 2024 will further rationalise Group
headcount YoY, as we drive a leaner structure to support
sustainable growth and margin progression.
·
Continuing adjusted EBITDA for the Group was in line with prior year (H1 2024: £52.3m vs
H1 2023: £51.5m) at a margin of 5.7%, reflecting effective
management of costs, and the improving profitability of Beauty and
Ingenuity, offsetting lower Nutrition online ASPs, Asia FX
headwinds and whey input cost inflation. On a reported basis
(inclusive of losses from discontinued categories), adjusted EBITDA
improved to £48.8m (H1 2023: £47.1m).
·
The successful exit of loss-making discontinued
categories and non-core assets generated a one-off non-cash charge
of £9.3m, contributing to the operating loss of £84.4m (H1 2023:
£99.5m), an improvement of £15.1m YoY.
·
Underlying cash generation[11] improved c.12%
over the last 12 months (vs LTM June 2023), with
an outflow of £63.8m (LTM H1 2023: £72.6m). Working capital
movements reflect ongoing inventory efficiencies and sales mix
towards Beauty (typically shorter payment terms for third party
suppliers), with capex investments largely into Ingenuity
operational infrastructure and platform development (a 25.2%
reduction YoY).
·
The Group had cash and available facilities of
£457.7m at the period end, and expects to refinance its existing
debt facilities, largely maturing in December 2026, within the next
12 months.
Business strategic and operational
highlights
THG Beauty
·
Stand-out performance delivered by THG Beauty
with a record H1 adjusted EBITDA of £32.6m (H1 2023: £12.1m),
following the successful execution of the market prioritisation
strategy, retail and own-brand revenue growth.
·
Volume recovery within beauty manufacturing
(following prior year destocking) alongside cost saving initiatives
implemented during 2023, has supported margin progression back to
historical averages and in line with adjusted EBITDA medium-term
guidance (H1 2024: 6.1% vs H1 2023: 2.4%).
·
Brand partnerships continue to strengthen with
increasing share of retail brand investment, curated edits to aid
product discovery, and new and exclusive launches notably within
fragrance, indie and dermatological skincare.
· Active customers in THG Beauty (LTM[12]: 8.4m, -1.6%), reflects the
strategic decision to target marketing investment towards more
profitable territories and products, whilst retaining higher
spending and higher frequency customers. This improvement in
mix is delivering greater profitability
per order across a more efficient cost base. Active customers
were in growth across the UK, US and MENA key markets (LTM:
+3.0%).
·
Lookfantastic has significantly improved its UK
brand equity through Q2[13], growing
spontaneous brand awareness (+3%), brand consideration (+7%) and
brand preference (+18%), supported by 5*
Trustpilot scores. It continues to attract beauty enthusiasts into
its loyalty scheme (2.4m customers registered) with spend per
customer over 20% higher.
·
Following the announcement of a global licensing
partnership deal with luxury hotel amenities supplier Vanity group,
THG Beauty's prestige own brand portfolio is set to expand its
presence into Park Plaza and Atour hotels, capturing brand
awareness in a further 46,000 rooms across the UK, Europe and
China.
THG Nutrition
·
H1 adjusted EBITDA of £19.6m (H1 2023: £46.9m)
was incrementally impacted by c.£5m YoY due to continued FX
headwinds in Asia, principally the weaker Japanese Yen (Myprotein's
second largest market). Following a two-year project, local
manufacturing recently commenced which will steadily scale to
reduce exposure to Japanese Yen FX movements.
·
With the rebrand now largely complete, peak
disruption from the Myprotein rebranding has been felt. Performance
was adversely affected by stock rotation into the rebranded
Myprotein packaging, impacting online ASPs, which were c.11% lower
YoY, with the smaller curated ranges for offline global retail
seeing minimal disruption.
·
Promotional activity was higher than anticipated
online as old branded stock was sold through. Whilst this reduced
online ASPs, this gave more value to our online customers and
protected developing offline relationships by removing a need to
use offline clearance channels. Myprotein
last underwent a rebrand in 2018, at which point ASPs reduced by
c.8% (vs FY 2017 +c.8%), before returning to growth of +c.14% in
2019.
·
Customer reaction to the
rebrand has been positive, with brand awareness, consideration and
perception all demonstrating YoY improvements, notably via
connections to HYROX and Formula 1. Myprotein benchmarks highly in
driving customers efficiently through the funnel from consideration
to purchase, supported by an +18% increase in new app users
YoY.
·
Offline performance continues to be strong,
helping to mitigate the total brand sales decline to -6.8% CCY. The
rebrand has been fundamental in enabling access to new retail
markets and partners, allowing Myprotein to expand its reach and
accelerate growth in retail and licencing. During the first half,
THG Nutrition has developed partnerships with:
o Müller to create a tailored range of high-protein dairy
products that cater for the active health-conscious customer. The
long-term 'Müller x Myprotein' collaboration has launched in a
range of retailers, supported by online and offline
activations.
o Pre-eminent US specialist health retailer 'GNC', for in store
distribution to broaden awareness and complement the US D2C
strategy. Building on partnerships with Costco and Meijer.
o 'HYROX', the fastest growing mass participation sport, to
develop a performance range with hydration support in mind. The
range is available D2C, in addition to Sports Direct and
Sainsbury's.
o Specialist UK food brand 'Kirsty's' to create a nutritionally
balanced, high protein 'on-the-go' and convenience range. Launching
in Ireland in October and available in selected UK grocers from Q1
2025, this partnership takes Myprotein into a new fast-growing
convenience category.
THG Ingenuity
·
Further to implementing a simplified and focused
go-to-market strategy, substantial growth in high-quality external
recurring revenues[14] has been
delivered (+33% June), with new clients
onboarded and a strengthening pipeline.
·
Substantially improved adjusted EBITDA margin
performance (H1 2024: 3.6% / H1 2023: 1.0%), due to a planned shift
away from lower-value clients and a focus on more profitable
services.
·
Leveraging our investment in automated fulfilment
capabilities, during H1 we accelerated our business development
focus towards clients requiring fulfilment and courier management
services to improve their checkout to delivery experience.
Improvements in order processing efficiency has enabled a
market-leading next-day delivery cut-off to 1am, meeting the
increasing demands from customers for shopping
flexibility.
·
Across the three pillars of e-commerce
enablement; technology, digital marketing and fulfilment, Ingenuity
is the partner of choice for an increasing roster of international
brands and retailers. New and expanded partnerships developed in
key markets during H1 2024 included:
o CDS Superstores T/A wilko
and The Range: Fulfilment and
courier management services for the home and garden retailer over a
three year term, utilising recent automation investment at THG
Ingenuity's Omega distribution centre;
o Global partnership with HYROX, building on the successful THG
Nutrition collaboration. THG Ingenuity will provide a complete
commerce solution of technology, fulfilment and digital marketing
services, enabling HYROX to build on the brand demand and continue
its rapid global growth;
o Holland &
Barrett: Building on the recent D2C
fulfilment partnership, THG Ingenuity has extended its service
offering into THG Studios for digital creative and content
production for a selection of new product launches in support of
their programme of change to become the trusted health and wellness
partner globally;
o Disney:
Expanded strategic relationship to deliver
creative production of product and lifestyle content for Disney
Store global sites, and television commercial content plus user
generated content for social platforms;
o ACG:
Enabling the wellness innovation company to
launch four full-service e-commerce experiences for specialist
brands Eimele and SRW in the US and ANZ. An additional 15 sites
(including UK) are due to launch across their portfolio by the end
of 2025.
UK listing regime review
In a separate announcement today,
the Group announces its intention to transfer the listing category
of all its ordinary shares to the ESCC category.
Analyst and investor
conference call
THG will today host a conference
call and webcast for analysts and institutional investors at 9.00am
(UK time) via the following links:
To register for the webcast,
please use the below link:
https://stream.brrmedia.co.uk/broadcast/66c4bd2ba1c3df3d282ca936
To ask questions, you must dial in
via conference line using the below details:
·
Confirmation password: THG Interim
Results
·
UK dial in: +44 (0) 33 0551 0200
·
US dial in: +1 786 697 3501
A playback of the presentation
will be available on THG's investor website at
www.thg.com/investor-relations
later today.
For
further information please contact:
Investor enquiries - THG PLC
|
|
Greg Feehely, SVP Investor
Relations
Kate Grimoldby, Director of Investor
Relations and Strategic Projects
|
Investor.Relations@thg.com
|
Media enquiries:
|
|
Sodali & Co - Financial PR adviser
|
Tel: +44 (0) 20 7250 1446
|
Victoria Palmer-Moore/Russ Lynch/Sam
Austrums
|
thg@sodali.com
|
THG
PLC
Viki Tahmasebi
|
Viki.tahmasebi@thg.com
|
ENDS
Notes to editors
THG PLC operates three distinct
businesses in Beauty, Nutrition and Ingenuity, each scaled from the
UK to hold global leading positions in their respective
sectors.
Cautionary Statement
Certain statements included within
this announcement may constitute "forward-looking statements" in
respect of the group's operations, performance, prospects and/or
financial condition. Forward-looking statements are sometimes, but
not always, identified by their use of a date in the future or such
words and words of similar meaning as "anticipates", "aims", "due",
"could", "may", "will", "should", "expects", "believes", "intends",
"plans", "potential", "targets", "goal" or "estimates". By their
nature, forward-looking statements involve a number of risks,
uncertainties and assumptions and actual results or events may
differ materially from those expressed or implied by those
statements. Accordingly, no assurance can be given that any
particular expectation will be met and reliance should not be
placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. No responsibility or
obligation is accepted to update or revise any forward-looking
statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a
profit forecast. This announcement does not constitute or form part
of any offer or invitation to sell, or any solicitation of any
offer to purchase any shares or other securities in the Company,
nor shall it or any part of it or the fact of its distribution form
the basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other
securities of the Company. Past performance cannot be relied upon
as a guide to future performance and persons needing advice should
consult an independent financial adviser. Statements in this
announcement reflect the knowledge and information available at the
time of its preparation.
THG PLC
Interim results for the
half-year ending 30 June 2024
Chief Financial Officer Review
Our H1 performance was
characterised by profit improvements in THG Beauty and THG
Ingenuity from both a cash and adjusted EBITDA margin perspective,
offset by a more challenging performance in THG
Nutrition.
·
Group Adjusted EBITDA increased by c. £1.7m YoY
on a reported basis and £0.8m on a continuing basis, with luxury
goods classified as discontinued categories in the first half,
following the sale to the Frasers Group. Within this, we saw
overall gross margin reflect the mix of the three businesses
including a marked improvement in Beauty sales performance.
Distribution costs saw a notable improvement YoY, with
administrative spend broadly neutral.
·
THG Beauty adjusted EBITDA margin of 6.1% (H1
2023: 2.4%) has more than doubled YoY following a return to revenue
growth, the positive impact of the strategy to focus on higher
margin sales and the normalisation of manufacturing
profitability.
·
THG Ingenuity revenue
improved with double digit percentage growth in external sales to
£80.2m (H1 2023: £71.2m). This topline growth, combined with cost
efficiencies, more efficient fulfilment services and restructuring
activities led to adjusted EBITDA margin more than trebling YoY to
3.6%.
·
H1 2024 has been a more challenging period for
THG Nutrition than anticipated, driven by online D2C channels with
offline retail and licensing continuing to make progress.
Revenue was adversely impacted by stock rotation
into the rebranded Myprotein packaging, impacting online ASPs.
Recent volatility in whey commodities and persistent weakness of
the Japanese Yen FX headwinds from Asian currencies has also
impacted key markets. The consumer
environment remains uncertain in specific territories where
inflation and rising interest rates have impacted the cost of
living.
The Group operating loss decreased
to £84.4m (vs H1 2023 £99.5m). Most notably, distribution costs
have reduced as a percentage of revenue, including the
rationalisation of headcount. Positive management actions continue
with the exiting of loss making categories. Cash adjusted items
have reduced substantially relative to historic levels, but were
higher YoY at £10.5m vs. £5.2m due to the restructuring actioned in
the first half as well as the costs of integrating
Biossance.
Net debt before lease liabilities at
H1 2024 totalled £350.5m (H1 2023: £268.3m). Liquidity remains
strong however, despite the weaker online Nutrition performance, with cash of
over £287.7m which when combined with the undrawn RCF leaves c.
£450m of liquidity. We have seen strong capital discipline with
capex spend in H1 of £53.9m vs. £72.1m in
H1 2023. This capital discipline combined with stable financing
costs, and a continued positive working capital trajectory, led to
the last 12 months free cash outflow being broadly consistent with
year-end, but for the £52.0m disposal proceeds received in H1 of
2023.
CONSOLIDATED INCOME STATEMENT
ALTERNATIVE PERFORMANCE MEASURES[15]
|
|
|
|
|
|
|
Six months ended 30 June
2024
£'000
|
|
Six months ended 30 June
2023
(Restated)
£'000
|
Movement
|
|
Adjusted gross profit
|
|
395,653
|
|
|
424,157
|
(28,504)
|
Gross margin % (adjusted)
|
|
42.4%
|
|
|
43.8%
|
(1.4)%
|
Adjusted distribution
costs
|
|
(107,541)
|
|
|
(143,713)
|
(36,172)
|
As
a % of total revenue
|
|
11.5%
|
|
|
14.8%
|
3.3%
|
Adjusted administrative
costs
|
|
(239,337)
|
|
|
(233,349)
|
5,988
|
As
a % of total revenue
|
|
25.6%
|
|
|
24.1%
|
(1.5)%
|
Adjusted EBITDA
|
|
48,773
|
|
|
47,095
|
1,678
|
Adjusted EBITDA %
|
|
5.2%
|
|
|
4.9%
|
0.3%
|
EBITDA losses from discontinued
categories
|
|
3,530
|
|
|
4,404
|
(874)
|
Continuing adjusted
EBITDA
|
|
52,303
|
|
|
51,499
|
804
|
Continuing adjusted EBITDA %
|
|
5.7%
|
|
|
5.7%
|
-
|
STATUTORY RESULTS
|
|
Six months ended 30 June
2024
|
|
Six
months ended 30 June 2023
|
|
|
Before Adjusted
Items
|
Adjusted
Items
|
Total
|
|
Before
Adjusted Items
|
Adjusted
Items
|
Total
|
|
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Revenue
|
|
933,969
|
-
|
933,969
|
|
969,260
|
-
|
969,260
|
Cost of sales
|
|
(553,661)
|
(8,896)
|
(562,557)
|
|
(554,721)
|
(7,174)
|
(561,895)
|
Gross profit
|
|
380,308
|
(8,896)
|
371,412
|
|
414,539
|
(7,174)
|
407,365
|
Distribution costs
|
|
(117,469)
|
(3,652)
|
(121,121)
|
|
(152,504)
|
(3,715)
|
(156,219)
|
Administrative costs
|
|
(326,881)
|
(7,826)
|
(334,707)
|
|
(330,090)
|
(5,427)
|
(335,517)
|
Other operating expense
|
|
-
|
-
|
-
|
|
(15,081)
|
-
|
(15,081)
|
Operating loss
|
|
(64,042)
|
(20,374)
|
(84,416)
|
|
(83,136)
|
(16,316)
|
(99,452)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Group revenue decreased by 3.6% to
£934.0m in the first half (H1 2023: £969.3m). This performance
reflects the result of the Group exiting loss making
categories and territories. Revenue
generated from the discontinued categories has declined by £36.0m
to £22.9m in H1 2024 compared to H1 2023.
Within continuing sales
performance the principal drivers were:
-
THG Beauty returning to growth after
consciously prioritising higher-margin sales and manufacturing
sales returning to normalised levels;
-
Strong improvements in THG Ingenuity
external revenues, following the continuation of the strategic
repositioning and new contract wins with a particular strength in
the provision of fulfilment services;
-
The growth in Beauty and Ingenuity
was offset by a reduction in THG Nutrition online revenue. This was
driven by stock rotation and higher than anticipated promotional
activity linked to rebranding, continuing FX headwinds from Asian
currencies, volatility in commodity pricing and the consumer
environment remaining uncertain in specific territories.
Detailed analysis by each of the
three businesses is included within the segmental section later in
this report.
Gross
profit
Adjusted gross profit was £395.7m
(H1 2023: £424.2m) equating to an adjusted margin of 42.4% (H1
2023: 43.8%), a reduction of 140bps compared to H1 2023. In
H1 2024 certain fulfilment costs are reported under cost of sales.
In H1 2023 these costs were reported under distribution costs. If
reported on a like for like basis, the H1 2023 adjusted gross
profit would be 42.6%.
Gross profit on a statutory basis
totalled £371.4m (H1 2023: £407.4m) delivering a decreased margin
of 39.8% (H1 2023: 42.0%). The reduction YoY has been driven by
Nutrition rebranding and stock rotation during the rebrand phase,
offset by a stronger mix contribution from Beauty and the margin
progress made in both Beauty and Ingenuity.
Within Nutrition, the challenging
top line performance was compounded by higher YoY input costs.
Whilst 2023 saw whey pricing stabilise, H1 2024 has seen a
dislocation of commodity prices, with disproportionate increases
for specific product grades. Recently, a lower grade of Protein -
Essential Whey - was launched to broaden the customer proposition
and provide alternative input grades.
The Japanese Yen has been
particularly challenging so far in 2024, peaking at 207Y/£ vs c.
160Y/£ at the same point last year, and 135Y/£ at IPO (a c. 47%
devaluation since IPO in September 2020). This has all but
eliminated profitability in Myprotein's second largest market and
we have had to reduce promotional activity as a result impacting
Myprotein's competitiveness within the region.
Gross profit has strengthened in
THG Beauty through online retail sales growth (principally
Lookfantastic, Cult Beauty and Dermstore) as previous actions to
prioritise higher margin sales and promotional strategies have come
to fruition. Beauty manufacturing has also returned to normalised
levels following the adverse impact of one-off destocking
throughout 2023 which has not recurred.
Ingenuity has benefited from
stronger external revenue from new contract wins including Holland
and Barrett. The strategic pivot to higher margin, larger
enterprise clients and new partnership arrangements delivered in H1
2024 has been a significant factor in revenue growth and achieving
economy of scale within the distribution and fulfilment
network.
Distribution
costs
Pleasingly, distribution costs on
a statutory basis further reduced as a percentage of sales by
320bps compared to H1 2023, culminating in a cost of £121.1m (H1
2023: £156.2m), being 12.9% (H1 2023: 16.1%) of revenue and a YoY
decrease of £35.1m. If certain fulfilment related costs classified
as cost of sales in H1 2024 were reclassified in H1 2023 adjusted
distribution costs would still have reduced to £132.8m and 13.7% of
revenue, representing a decrease of £25.3m.
The Group has successfully
leveraged established relationships across the courier network,
working closely with third party providers to optimise operational
flexibility, maximise efficiencies and negotiate competitive rates,
thus benefiting from economy of scale. Transportation surcharges of £1.1m were taken within
adjusting items primarily relating to the conflict in Israel, these
are lower than the prior year total surcharges and materially lower
than the historic covid equivalent.
Adjusted distribution costs of
£107.5m (H1 2023: £143.7m) equate to 11.5% (H1 2023:
14.8%) of revenue. This £36.2m improvement was driven by the Group's continued focus on network
optimisation and the expanded use of warehouse automation. A second
Autostore facility was launched in New Jersey (US) in H1 2023, with
associated benefits now embedded.
Administration
costs
Adjusted administrative costs as a
percentage of revenue totalled 25.6% of revenue (H1 2023: 24.1%),
with the increase primarily driven by marketing investment with
intentional spend focused on long term initiatives to build brand
engagement and awareness. In order to drive sustained sales growth
and profitability, the Group continues to focus its marketing
investment towards more efficient and cost effective
channels.
Restructuring costs (H1 2024:
£3.3m / H1 2023: £1.0m), incurred in H1 2024 relate primarily to
headcount reductions, with further actions to be completed during
H2 2024 partially as a result of the discontinuation of loss-making
categories and territories. The impact of severance costs and wage
inflation is expected to be offset by future efficiencies, with the
H1 restructuring paying back on a cash basis by the end of the
financial year.
Administrative costs on a
statutory basis totalled £334.7m (H1 2022: £335.5m), including
share based payment charges of £8.5m.
Adjusted EBITDA and Adjusted
EBITDA (continuing)
Reconciliation from Operating loss to Adjusted
EBITDA
|
|
|
|
Six months
ended
30 June
2024
£'000
|
Six
months
ended
30 June
2023
£'000
|
Operating loss
|
|
|
|
(84,416)
|
(99,452)
|
Adjustments for:
|
|
|
|
|
|
Amortisation
|
|
|
|
32,758
|
35,832
|
Amortisation of acquired
intangibles
|
|
|
|
24,326
|
25,503
|
Depreciation
|
|
|
|
47,241
|
45,927
|
Adjusted items - cash
|
|
|
|
10,529
|
5,192
|
Adjusted items - non-cash loss on
disposal of discontinued categories
|
|
|
|
9,845
|
11,124
|
Other operating expense - non-cash
loss on disposal freehold assets
|
|
|
|
-
|
15,081
|
Share-based payments
|
|
|
|
8,490
|
7,888
|
Adjusted EBITDA
|
|
|
|
48,773
|
47,095
|
Adjusted EBITDA %
|
|
|
|
5.2%
|
4.9%
|
EBITDA loss from discontinued
categories
|
|
|
|
3,530
|
4,404
|
Adjusted EBITDA before discontinued
categories
|
|
|
|
52,303
|
51,499
|
Adjusted EBITDA before discontinued categories
%
|
|
|
|
5.7%
|
5.7%
|
Adjusted EBITDA increased
marginally to £48.8m from £47.1m in H1 2023. This represents a margin of 5.2% (H1 2023: 4.9%), an
improvement of +30bps, with the margin improvements delivered
through the Group's cost-reduction programme and the exit of
loss-making categories and territories as well as a strong trading
performance in Beauty and Ingenuity, helping to offset the
Nutrition D2C sales performance.
Positive and decisive management
actions continue to support the Group's ability to respond and
rally against ongoing macroeconomic challenges, with the impact of
previous strategic decisioning being affirmed in the overall
performance of THG Beauty and THG Ingenuity. A comprehensive
management action plan is in place to address the sales performance
in THG Nutrition.
Discontinued
categories
At 31 December 2023, certain loss
making categories and territories within THG Beauty and THG
Nutrition, were under strategic review. Subsequently, the Board
approved the exit of these categories and territories. These
operations will be fully exited throughout the course of
2024.
On 24th June 2024, the
Group announced a strategic partnership with the Frasers Group. As
part of this arrangement, THG agreed to sell its portfolio of
luxury goods websites, including Coggles, to the Frasers Group. The
sale completed 11th September 2024, with the results presented as
discontinued categories. Associated assets have been impaired to
realisable value and shown within adjusted items as at H1 2024. The
combined discontinued categories contributed £22.9m (H1 2023:
£58.9m) of revenue and an adjusted EBITDA loss of £3.5m (H1 2023:
loss of £4.4m).
We note these exits do not meet
the criteria under IFRS 5: Discontinued operations, as these
categories and territories are not major components of the Group as
defined by the accounting standard. However, to provide further
information on the ongoing revenue and Adjusted EBITDA of the Group
these have been presented separately for H1 2024 and H1 2023 for
comparative purposes.
Depreciation and
amortisation
Total depreciation and
amortisation costs were £47.2m and £57.1m respectively (H1 2023:
£45.9m and £61.3m). Included within amortisation is £24.3m relating
to acquired intangibles (H1 2023: £25.5m) reflecting the
amortisation of previous purchased intangibles.
Depreciation remained largely
consistent reflective of the current asset base, reflective of the
material capex expansion programme across 2020 to 2022 now being
complete.
The Group has invested heavily in
the platform over a number of years, with investment and
amortisation during H1 2024 reflective of this.
Operating
loss
Operating loss before adjusted
items totals £64.0m (H1 2023: £83.1m). This loss was a result of
the ongoing challenging macroeconomic environment combined with the
above mentioned factors. The actions taken to exit loss-making
categories and territories and a return to consumer spending are
expected to reduce this loss position in the medium-term, alongside
an improvement in the Nutrition D2C sales performance.
The Group incurred an operating
loss in the period of £84.4m (H1 2023: £99.5m). This is primarily
driven by reducing costs during the first half and partially offset
by an increased share-based payment charges of £8.5m (H1 2023:
£7.9m). In addition, other operating expense of £15.1m recognised
in H1 2023 relating to the non-cash loss on disposal following the
sale of non-core freehold assets has not recurred in the current
period.
Finance costs net of finance
income
Finance costs net of finance
income have remained stable at £33.6m (H1
2023: £33.6m) driven principally by higher interest rates, which
have been caused by higher interest rate environment. The
inherent cost increase is offset by a reduction in interest
expense following the partial repayment of bank borrowings in H2
2023.
Loss before tax and tax
rate
Reported loss before tax was
£118.0m (H1 2023: £133.0m). The effective tax rate is 1.4% (H1
2023: -0.1%), based on a total tax charge of £3.1m (H1 2023: tax
charge £0.1m). The effective tax rate differs from the average
statutory rate of 25% (2023: 23.5%). This is primarily due to a
movement in deferred tax not recognised (-21.1%), and expenses not
deductible (-2.1%). The non-deductible expenses principally
comprise of the share-based payments charge and non-qualifying
depreciation.
At 30 June 2024, the total net
deferred tax liability is £53.4m (H1 2023: £71.7m). The deferred
tax liability in respect of intangible assets recognised on
consolidation was £126.8m (H1 2023: £142.4m). The deferred tax
asset in respect of tax losses recognised was £39.0m (H1 2023:
£51.5m). There were £100.7m of unrecognised deferred tax assets in
respect of tax losses at the balance sheet date (H1 2023: £74.4m).
This non-recognition has an impact on the income statement tax
charge, and this is one of the primary reasons for the effective
tax rate being below the statutory rate.
Earnings per
share
Loss per share was (£0.08) per
share (H1 2023: £(0.10) per share).
Cashflow
|
|
|
|
|
H1 2024
|
LTM
June
2024
|
H1
2023
|
LTM June
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Adjusted EBITDA
|
48,773
|
115,756
|
47,095
|
78,890
|
Working capital
movements
|
(74,380)
|
34,600
|
(60,802)
|
120,043
|
Tax paid
|
(1,327)
|
(5,142)
|
(1,595)
|
(4,942)
|
Adjusted items
|
(10,458)
|
(20,216)
|
(5,282)
|
(23,060)
|
Net cash (used)/generated in
operating activities
|
(37,392)
|
124,998
|
(20,584)
|
170,931
|
Purchase of property, plant and
equipment
|
(16,816)
|
(34,348)
|
(28,758)
|
(76,966)
|
Purchase of intangible
assets
|
(37,121)
|
(73,182)
|
(43,307)
|
(86,059)
|
Proceeds from sale of non-core
freehold assets
|
-
|
3,450
|
52,000
|
52,000
|
Other
|
(37,122)
|
(81,198)
|
(38,084)
|
(80,517)
|
Free cash flow[16]
|
(128,451)
|
(60,280)
|
(78,733)
|
(20,611)
|
Acquisition of subsidiaries net of
cash acquired
|
-
|
(17,755)
|
(2,504)
|
(8,504)
|
(Repayments) / proceeds relating to
bank borrowings
|
-
|
(26,800)
|
-
|
156,000
|
Net
(decrease)/increase in cash and cash equivalents
|
(128,451)
|
(104,835)
|
(81,237)
|
126,885
|
Cash and cash equivalents at the
beginning of the year
|
416,162
|
392,546
|
473,783
|
265,661
|
Cash and cash equivalents at the end of the
year
|
287,711
|
287,711
|
392,546
|
392,546
|
|
|
|
|
| |
Six-month free cash flow totals an
outflow of £128.5m (H1 2023: outflow of £78.7m) and £60.3m for the
last twelve months (LTM). LTM free cash
outflow, is broadly consistent with the year-end, excluding the one
off cash proceeds of £52.0m received in H1 of 2023 from the
disposal of non-core freehold assets. Stability has been achieved through strong capex management
and working capital measures.
The cyclical nature of the
business results in a working capital outflow in H1 each year,
which reverses in H2.
The working capital outflow in H1
2024 of £74.4m has been adversely impacted from H1 2023 due to
higher Beauty volumes with suppliers operating on a shorter payment
term than Nutrition suppliers. Inventory has reduced by £21.2m YoY
with a two year reduction of £42.9m, albeit this reduction is lower
than the prior year as the stock portfolio normalises.
Cash outflows relating to
financing activities have decreased in H1 2024, following the
repayment of borrowings in H2 2023, also reducing the interest
expense subsequently payable. Loans and other borrowings at H1 2024
were £640.5m (H1 2023: £671.9m).
Total cash adjusting items have
increased from £5.2m to £10.5m, primarily relating restructuring
costs. These actions will result in future cash savings
however.
There has been a reduction in the
cash spend of £11.9m on the purchase of property, plant and
equipment in H1 2024, consistent with strategic decision making.
The Ingenuity platform continues to be developed, however
intangible related spend of £37.1m is down in H1 2024 by £6.2m
compared to H1 2023, reflective of the previous investment
needed to build and maximise the platform capabilities.
The Group ended the period with
cash and cash equivalents of £287.7m (H1 2023: £392.5m, 31 December
2023: £416.2m) and the RCF remains undrawn, following the extension
agreed in H2 2023.
Segmental
Summary[17]
Overview
H1 2024 £m
|
THG
Beauty
|
THG
Nutrition
|
THG
Ingenuity
|
Central
|
Inter-group
elimination
|
Continuing
Total
|
Discontinued
categories
|
30 June
2024
Total
|
External revenue
|
531.0
|
299.9
|
80.2
|
-
|
-
|
911.1
|
22.9
|
934.0
|
Inter-segment revenue
|
-
|
-
|
225.6
|
-
|
(225.6)
|
-
|
-
|
-
|
Total revenue
|
531.0
|
299.9
|
305.8
|
-
|
(225.6)
|
911.1
|
22.9
|
934.0
|
Adjusted EBITDA
|
32.6
|
19.6
|
11.0
|
(10.9)
|
-
|
52.3
|
(3.5)
|
48.8
|
Adjusted EBITDA margin
|
6.1%
|
6.5%
|
3.6%
|
|
|
5.7%
|
(15.4%)
|
5.2%
|
H1 2023 £m
|
THG
Beauty
(Restated)
|
THG
Nutrition
(Restated)
|
THG
Ingenuity
|
Central
|
Inter-group
elimination
|
Continuing
Total
|
Discontinued
categories
(Restated)
|
30 June
2023
Total
|
External revenue
|
502.5
|
336.7
|
71.2
|
-
|
-
|
910.4
|
58.9
|
969.3
|
Inter-segment revenue
|
-
|
-
|
248.8
|
-
|
(248.8)
|
-
|
-
|
-
|
Total revenue
|
502.5
|
336.7
|
320.0
|
-
|
(248.8)
|
910.4
|
58.9
|
969.3
|
Adjusted EBITDA
|
12.1
|
46.9
|
3.4
|
(10.9)
|
-
|
51.5
|
(4.4)
|
47.1
|
Adjusted EBITDA margin
|
2.4%
|
13.9%
|
1.0%
|
-
|
-
|
5.7%
|
(7.5)%
|
4.9%
|
THG Beauty
[18]
£m
|
|
|
H1 2024
|
H1
2023
(Restated)
|
Change
%
|
Revenue
|
|
|
531.0
|
502.5
|
+5.7%
|
Adjusted EBITDA
|
|
|
32.6
|
12.1
|
+169.3%
|
Margin %
|
|
|
6.1%
|
2.4%
|
+370bps
|
THG Beauty's return to revenue
growth has contributed to margin accretion, following previous
investment in acquisitions, strategic reductions in lower-margin
sales and exiting loss making categories which have contributed to
an 3.7% improvement in adjusted EBITDA margin to 6.1%. Beauty
loyalty programmes and marketing strategy have driven a higher mix
of spend through more cost effective channels, with customer
retention supporting a stable AOV[19]
of £61 per basket for H1 2024 (H1 2023:
£62).
The adjusted EBITDA in THG Beauty
manufacturing has materially increased compared to H1 2023,
following the one-off impact of destocking in the prior
year.
THG Nutrition [20]
£m
|
|
|
H1 2024
|
H1
2023
(Restated)
|
Change
%
|
Revenue
|
|
|
299.9
|
336.7
|
-10.9%
|
Adjusted EBITDA
|
|
|
19.6
|
46.9
|
-58.1%
|
Margin %
|
|
|
6.5%
|
13.9%
|
-740bps
|
Whilst the rebrand has refreshed
and engaged the customer base, ASP has been adversely impacted
through product availability as a result of stock rotation. Revenue
and margins have been further challenged during this phase as the
Group have undertaken extended promotional activity in order to
clear stock under the old branding whilst new packaging levels
normalise.
As set out, the volatility in
commodity pricing and FX headwinds have had a significant impact on
the Nutrition business, with adjusted EBITDA decreasing principally
as a result of the challenging top line performance, heavily
influenced by the weakness of the Yen. The movement in the exchange
rate has adversely impacted EBITDA by c.£5m in H1 2024. Local
manufacturing commenced in the half year and will lead to a partial
natural hedge moving forwards.
Pleasingly our offline business
comprising manufacturing, retail and licensing, continues to make
progress accounting for c.15% of H1 2024 revenue.
THG
Ingenuity
£m
|
|
|
H1 2024
|
H1
2023
|
Change
%
|
External revenue
|
|
|
80.2
|
71.2
|
+12.6%
|
Internal revenue
|
|
|
225.6
|
248.8
|
-9.3%
|
Total revenue
|
|
|
305.8
|
320.0
|
-4.4%
|
Adjusted EBITDA
|
|
|
11.0
|
3.4
|
+227.1%
|
Margin %
|
|
|
3.6%
|
1.0%
|
+260bps
|
The investments made across the
Ingenuity offering over a number of years, along with strategic
re-positioning which commenced in Q3 2022, to focus on higher value
and higher margin clients to provide improved quality recurring
revenue, has started to crystalise particularly across fulfilment
services. As revenue scales and the revenue mix evolves further
towards the technology product offering we anticipate margins will
further grow. This has been positively demonstrated through
services to Holland & Barrett and Frasers Group during H1 2024
demonstrating THG Ingenuity's capability.
Internal revenue of £225.6m (H1
2023: £248.8m) relates to services provided to the wider THG Group
including platform fees, customer
services, fraud detection services, THG Studios, fulfilment,
postage and marketing services. This revenue is eliminated on
consolidation. Internal revenue declined due to the Group exiting
loss-making categories and territories along with lower sales in
THG Nutrition, which in turn has generated lower volumes for THG
Ingenuity.
Central
costs
£m
|
|
|
H1 2024
|
H1
2023
|
Change
%
|
EBITDA loss from central
costs
|
|
|
(10.9)
|
(10.9)
|
-
|
Central costs relate primarily to
the PLC Board remuneration, professional services fees, group
finance, M&A, risk (insurance) and governance costs that are
not recharged to each business as they principally relate to the
operations of the PLC holding company. The costs remained
consistent to H1 2023 with the Group cost saving initiatives
expected to drive benefit in future periods offsetting some aspects
of inflation.
Adjusted
items
In order to understand the
underlying performance of the Group, certain costs included within
cost of sales, distribution, administrative and finance costs have
been classified as adjusted items.
The largest category of cost
included within adjusted items are those
relating to non-cash loss on discontinued categories of £9.3m (H1
2023: £11.1m).
|
|
Six months
ended
30 June
2024
|
Six
months
ended
30 June
2023
|
|
|
£'000
|
£'000
|
Within Cost of sales
|
|
|
|
Non-cash loss on disposal of
discontinued and the exit of loss making categories
|
|
8,896
|
7,174
|
|
|
8,896
|
7,174
|
Within Distribution costs
|
|
|
|
Transportation, delivery and
fulfilment
|
|
1,089
|
1,228
|
Commissioning - new
facilities
|
|
162
|
1,431
|
Decommissioning
|
|
-
|
1,056
|
Restructuring costs
|
|
2,401
|
-
|
|
|
3,652
|
3,715
|
Within Administrative costs
|
|
|
|
Non-cash loss on disposal of
discontinued and the exiting of loss making categories
|
|
385
|
3,950
|
Non-cash loss on property portfolio
restructure
|
|
564
|
-
|
Acquisitions - restructuring and
integration
|
|
2,919
|
454
|
Other costs following the outcome of
strategic review
|
|
657
|
-
|
Restructuring costs
|
|
3,301
|
1,023
|
|
|
7,826
|
5,427
|
Total adjusted items before tax
|
|
20,374
|
16,316
|
Tax impact
|
|
(2,217)
|
(1,220)
|
Total adjusted items
|
|
18,157
|
15,096
|
Cash adjusting items before tax [21]
|
|
10,529
|
5,192
|
|
|
|
|
|
| |
For full details on each category of adjusted item see note 3
to the financial statements.
Balance sheet
Cash and cash equivalents
and net cash before lease liabilities
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
|
|
£'000
|
£'000
|
£'000
|
Loans and other
borrowings
|
|
(640,522)
|
(671,884)
|
(650,037)
|
Lease liabilities
|
|
(334,728)
|
(321,312)
|
(344,977)
|
Cash and cash equivalents
|
|
287,711
|
392,546
|
416,162
|
Sub-total
|
|
(687,539)
|
(600,650)
|
(578,852)
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
Retranslate debt balance at swap
rate where hedged by foreign exchange derivatives
|
|
2,265
|
11,074
|
15,653
|
Net
debt
|
|
(685,274)
|
(589,576)
|
(563,199)
|
Net
debt before lease liabilities
|
|
(350,546)
|
(268,264)
|
(218,222)
|
At H1 24 the Group held
£287.7m in cash and cash equivalents, (H1 2023:
£392.5m). The €600m Term Loan B matures in
December 2026 and the incremental £131m senior-secured facility
matures in Q4 2025.
In Q1, 2024, the RCF was extended
by 17 months to May 2026. The £170 million facility remains undrawn
since IPO, and there were no changes to the financial covenants or
interest margin beyond the existing maturity date. From December
2024, the facility will be £150 million.
The extension affords the Group
continued significant financial flexibility during uncertain
geo-political times. As at June 2024 the Group had c.£450 million
of cash and undrawn facilities providing substantial
liquidity.
Net debt before lease liabilities
and adjusted for the impact of hedging was £350.5m (H1 2023:
£268.3m, 31 December 2023: £218.2m).
The increase in net debt
period-on-period is driven by the reduction in cash and cash
equivalents. Cash was strengthened in H1 2023 as a result of one
off proceeds of £52m received following the sale of non-core
freehold properties which has not recurred in H1 2024. Cash
includes £11.2m received from HMRC received on the first working
day of H1 24 but considered as free cash flow at 31 December 2023
for presentational purposes. LTM cash flows remain largely stable
with year-end adjusting for this and with capital spend
reductions.
Non-current
assets
Property, plant and equipment
totalled £263.4m (H1 2023: £298.6m, 31 December 2023: £273.2m).
Intangible assets totalled £1,185.3m (H1 2023: £1,224.9m, 31
December 2023: £1,207.4m). Whilst the Group continues to grow the
asset base consummate to strategic priorities, capital spend has
reduced following periods of more significant investment whilst
developing the platform capabilities.
Going
concern
The Group remains in a strong cash
position with cash and cash equivalents totalling £287.7m (H1 2023:
£392.5m).
Net debt before lease liabilities
totalled £350.5m (H1 2023: £268.3m). At 30 June 2023, the Group had
a total of £170m in undrawn facilities.
The Group expects to refinance its
existing debt facilities largely maturing in December 2026 within
the next 12 months.
In making their assessment of
going concern, the Directors reviewed financial projections until
30 September 2025 and considered the redemption of the UKEF debt
facility shortly thereafter in October 2025.
Stress test scenarios were
modelled to take into account severe but plausible impacts of a
combination of the principal risks occurring simultaneously, as
well as a reverse stress test.
In response to the ongoing
uncertainty in the macroeconomic market, high inflation and global
recessions, Management modelled stress tests across multiple
scenarios. These included adjusting for a reduction in revenue
across all divisions, impacting both direct to consumer and
business to business markets, along with an increase in cost base
across key inputs, with the focus being on commodity prices.
The results of stress testing demonstrated that the
combination of mitigating actions available including existing cash
resources, level of discretionary spend, working capital
optimisation and ability to utilise the RCF were sufficient for the
Group to withstand such impacts. A reverse stress test was
modelled to identify the point at which liquidity is exhausted. The
model would have to see a significant decline in revenue and
margins compared with the stress test set out above. Such a
scenario, and the sequence of events which could lead to it, is
considered to be remote. For these
reasons, the Directors continue to adopt the going concern basis in
preparing these condensed interim financial statements.
Responsibility statement of the directors in respect of the
condensed interim financial statements
We confirm that to the best of our
knowledge:
·
the condensed set of financial statements for the
half year ended 30 June 2024 has been prepared in accordance with
UK adopted IAS 34 Interim Financial Reporting;
·
the interim management report includes a fair
review of the information required by:
o DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the 2024 financial year 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 year; and
o DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
Matthew Moulding
Damian Sanders
Chief Executive Officer
Chief Financial Officer
16 September 2024
16 September 2024
Interim condensed consolidated statement of comprehensive
income for the six months ended 30 June 2024
|
|
30 June
2024
|
30 June
2023
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Revenue
|
2
|
933,969
|
969,260
|
Cost of sales
|
|
(562,557)
|
(561,895)
|
Gross profit
|
|
371,412
|
407,365
|
Distribution costs
|
|
(121,121)
|
(156,219)
|
Administrative costs
|
|
(334,707)
|
(335,517)
|
Other operating expense
|
6
|
-
|
(15,081)
|
Operating loss
|
|
(84,416)
|
(99,452)
|
|
|
|
|
Finance income
|
|
5,407
|
5,476
|
Finance costs
|
|
(39,089)
|
(39,040)
|
Loss before taxation
|
|
(118,098)
|
(133,016)
|
Income tax charge
|
4
|
(3,132)
|
(67)
|
Loss for the financial period
|
|
(121,230)
|
(133,083)
|
Other comprehensive expense:
|
|
|
|
Items that may be subsequently
reclassified to profit or loss:
|
|
|
|
Exchange differences on translating
foreign operations, net of tax
|
|
6,802
|
(26,687)
|
Net (loss) / gain on cash flow
hedges
|
|
(3,866)
|
6,704
|
Total comprehensive expense for the financial
period
|
|
(118,294)
|
(153,066)
|
Loss per share (£'s)
|
|
|
|
Basic
|
|
(0.08)
|
(0.10)
|
Diluted
|
|
(0.08)
|
(0.10)
|
|
|
|
|
Earnings before interest, taxation, depreciation,
amortisation ,adjusted items, share-based payment charges and other
operating expenses - non-cash loss on disposal of freehold assets
(Adjusted EBITDA)
|
|
|
30 June
2024
|
30 June
2023
|
|
Notes
|
£'000
|
£'000
|
Operating loss
|
|
(84,416)
|
(99,452)
|
Adjustments for:
|
|
|
|
Amortisation
|
6
|
32,758
|
35,832
|
Amortisation of acquired
intangibles
|
6
|
24,326
|
25,503
|
Depreciation
|
6
|
47,241
|
45,927
|
Adjusted items - cash
|
3
|
10,529
|
5,192
|
Adjusted items - non-cash
|
3
|
9,845
|
11,124
|
Other operating expenses -non-cash
loss on disposal of freehold assets
|
6
|
-
|
15,081
|
Share-based payments
|
5
|
8,490
|
7,888
|
Adjusted EBITDA
|
|
48,773
|
47,095
|
Interim condensed consolidated statement of financial
position as at 30 June 2024
|
|
30 June
2024
|
30 June
2023
|
31
December 2023 Audited
|
|
Note
|
£'000
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
|
Intangible assets
|
6
|
1,185,284
|
1,224,914
|
1,207,383
|
Property, plant and
equipment
|
6
|
263,375
|
298,582
|
273,171
|
Right-of-use assets
|
6
|
286,786
|
281,443
|
303,635
|
Investments
|
7
|
1,400
|
1,400
|
1,400
|
Other non-current financial
assets
|
7
|
8,413
|
17,988
|
7,999
|
|
|
1,745,258
|
1,824,327
|
1,793,588
|
Current assets
|
|
|
|
|
Assets held for sale
|
6.1
|
-
|
1,100
|
-
|
Inventories
|
|
298,909
|
328,983
|
297,143
|
Trade and other
receivables
|
|
244,830
|
267,313
|
271,782
|
Other financial assets
|
7
|
5,318
|
5,222
|
1,915
|
Cash and cash equivalents
|
7
|
287,711
|
392,546
|
416,162
|
|
|
836,768
|
995,164
|
987,002
|
Total assets
|
|
2,582,026
|
2,819,491
|
2,780,590
|
Equity
|
|
|
|
|
Ordinary shares
|
|
7,225
|
7,072
|
7,072
|
Share premium
|
|
2,024,824
|
2,024,824
|
2,024,824
|
Merger reserve
|
|
615
|
615
|
615
|
Capital redemption
reserve
|
|
523
|
523
|
523
|
Hedging reserve
|
|
(26,548)
|
(3,771)
|
(20,020)
|
Cost of hedging reserve
|
|
27,945
|
20,958
|
25,283
|
FX Reserve
|
|
22,406
|
35,172
|
15,604
|
Retained earnings
|
|
(1,143,800)
|
(927,221)
|
(1,032,234)
|
|
|
913,190
|
1,158,172
|
1,021,667
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
7
|
608,087
|
631,789
|
621,011
|
Other financial
liabilities
|
7
|
28,550
|
-
|
-
|
Lease liabilities
|
7
|
288,661
|
275,942
|
301,440
|
Provisions
|
9
|
19,246
|
18,087
|
22,130
|
Deferred tax
|
|
53,405
|
71,692
|
55,698
|
|
|
997,949
|
997,510
|
1,000,279
|
Current liabilities
|
|
|
|
|
Contract liability
|
|
23,520
|
25,808
|
22,864
|
Trade and other payables
|
|
542,800
|
531,775
|
638,350
|
Borrowings
|
7
|
32,435
|
40,095
|
29,026
|
Current tax liability
|
|
3,224
|
1,952
|
1,266
|
Lease liabilities
|
7
|
46,067
|
45,370
|
43,537
|
Other financial
liabilities
|
7
|
17,121
|
15,974
|
19,763
|
Provisions
|
9
|
5,720
|
2,835
|
3,838
|
|
|
670,887
|
663,809
|
758,644
|
Total liabilities
|
|
1,668,836
|
1,661,319
|
1,758,923
|
|
|
|
|
|
Total equity and liabilities
|
|
2,582,026
|
2,819,491
|
2,780,590
|
Interim condensed consolidated statement of changes in equity
for the six months ended 30 June 2024
|
Ordinary
shares
|
Share
premium
|
Merger
reserve
|
Capital Redemption
reserve
|
FX reserve
|
Hedging
reserve
|
Cost of Hedging
reserve
|
Retained
earnings
|
Total
equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 January 2024
|
7,072
|
2,024,824
|
615
|
523
|
15,604
|
(20,020)
|
25,283
|
(1,032,234)
|
1,021,667
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(121,230)
|
(121,230)
|
Other comprehensive expense:
|
|
|
|
|
|
|
|
|
|
Impact of foreign
exchange
|
-
|
-
|
-
|
-
|
6,802
|
-
|
-
|
-
|
6,802
|
Movement on hedging
instruments
|
-
|
-
|
-
|
-
|
-
|
(6,528)
|
2,662
|
-
|
(3,866)
|
Total comprehensive expense for the period
|
-
|
-
|
-
|
-
|
6,802
|
(6,528)
|
2,662
|
(121,230)
|
(118,294)
|
Issue of ordinary share
capital
|
153
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
153
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
8,490
|
8,490
|
Deferred tax effect in
equity
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,174
|
1,174
|
Balance at 30 June 2024
|
7,225
|
2,024,824
|
615
|
523
|
22,406
|
(26,548)
|
27,945
|
(1,143,800)
|
913,190
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2023
|
6,903
|
2,024,452
|
615
|
523
|
61,859
|
(6,221)
|
16,704
|
(803,096)
|
1,301,739
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(133,083)
|
(133,083)
|
Other comprehensive
expense:
|
|
|
|
|
|
|
|
|
|
Impact of foreign
exchange
|
-
|
-
|
-
|
-
|
(26,687)
|
-
|
-
|
-
|
(26,687)
|
Movement on hedging
instruments
|
-
|
-
|
-
|
-
|
-
|
2,450
|
4,254
|
-
|
6,704
|
Total comprehensive expense for the
period
|
-
|
-
|
-
|
-
|
(26,687)
|
2,450
|
4,254
|
(133,083)
|
(153,066)
|
Issue of ordinary share
capital
|
169
|
372
|
|
|
|
|
|
|
541
|
Deferred tax effect in
equity
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,070
|
1,070
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
7,888
|
7,888
|
Balance at 30 June 2023
|
7,072
|
2,024,824
|
615
|
523
|
35,172
|
(3,771)
|
20,958
|
(927,221)
|
1,158,172
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interim condensed consolidated statement of cash flows for
the six months ended 30 June 2024
|
|
|
|
|
30 June
2024
|
30 June
2023
|
|
Note
|
£'000
|
£'000
|
Cash flows from operating activities before adjusted cash
flows
|
|
|
|
Cash used in operations
|
8
|
(25,607)
|
(13,707)
|
Income tax paid
|
|
(1,327)
|
(1,595)
|
Net
cash used in operating activities before adjusted cash
flows
|
|
(26,934)
|
(15,302)
|
Cash flows relating to adjusted
items
|
3
|
(10,458)
|
(5,282)
|
Net
cash used in operating activities
|
|
(37,392)
|
(20,584)
|
|
|
|
|
Cash flows from investing activities
|
|
|
Acquisition of subsidiaries net of
cash acquired
|
|
-
|
(2,504)
|
Purchase of property, plant and
equipment
|
|
(16,816)
|
(28,758)
|
Proceeds from sale of property,
plant and equipment
|
|
-
|
52,000
|
Purchase of intangible
assets
|
|
(37,121)
|
(43,307)
|
Interest received
|
|
5,407
|
5,476
|
Net
cash used in investing activities
|
|
(48,530)
|
(17,093)
|
|
|
|
|
Cash flows from financing activities
|
|
|
Interest paid
|
|
(18,364)
|
(18,385)
|
Repayment of bank borrowings and
fees
|
|
(1,800)
|
-
|
Repayment of lease
liabilities
|
|
(22,365)
|
(25,175)
|
Net
cash flow used in from financing activities
|
|
(42,529)
|
(43,560)
|
|
|
|
|
Net
decrease in cash and cash equivalents
|
|
(128,451)
|
(81,237)
|
Cash and cash equivalents at the
beginning of the period
|
|
416,162
|
473,783
|
Cash and cash equivalents at the end of the
period
|
|
287,711
|
392,546
|
Notes to the interim condensed consolidated financial
statements
1. Basis of
preparation
a. General information
THG PLC (company number 06539496)
is a public company limited by shares and incorporated in England
and Wales. It has a standard listing on the London Stock Exchange
and is the holding company of the Group. The address of its
registered office is Icon 1, 7-9 Sunbank Lane, Ringway, Altrincham,
Manchester, WA15 0AF. The Company is the parent and the ultimate
parent of the Group, the financial statements comprises the results
of the Company and its subsidiaries ("the Group").
The interim condensed consolidated
financial statements of the Group for the six months ending 30 June
2024 were authorised for issue in accordance with a resolution of
the directors on 16 September 2024.
The annual financial statements
for the year ended 31 December 2024 of the Group will be prepared
in accordance with UK adopted IFRSs.
b. Basis of preparation
The interim condensed consolidated
financial statements for the six months ended 30 June 2024 have
been prepared in accordance with UK adopted International
Accounting Standard 34 and the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct Authority. The
financial statements have been prepared on the historical cost
basis, except for derivatives which are held at fair value. The
Directors consider it appropriate to adopt the going concern basis
of accounting in preparing the financial statements of the
Group.
The interim condensed consolidated
financial statements do not include all the information and
disclosures required in the annual financial statements and should
be read in conjunction with the Group's annual consolidated
financial statements for the year ended 31 December 2023. As
disclosed in note 1a, the annual financial statements of the Group
will be prepared in accordance with UK adopted
IFRSs.
The accounting policies adopted in
the preparation of the interim condensed consolidated financial
statements are consistent with those followed in the preparation of
the Group's annual consolidated financial statements for the year
ended 31 December 2023, except for the adoption of new standards
effective as of 1 January 2024. The Group has not early adopted any
standard, interpretation or amendment that has been issued but is
not yet effective. Several amendments apply for the first time in
2024, but do not have an impact on the interim condensed
consolidated financial statements of the Group.
The IASB has adopted amendments
exempting entities from accounting for deferred taxes arising from
Pillar Two legislation and these have now
been endorsed by the UK Endorsement Board (UKEB). THG PLC will
apply the mandatory temporary exception from recognising and
disclosing information about deferred tax assets and liabilities
related to Pillar Two income taxes. The Pillar Two rules are
expected to apply from January 2024, at which time THG PLC is
expected to fall within scope.
The Group has performed an
assessment of the Group's potential exposure to Pillar Two income
taxes. This assessment is based on the most recent information
available regarding the financial performance of the constituent
entities in the Group. Based on the assessment performed, all
jurisdictions should meet the Country-by-Country Safe Harbour
provisions and management is not currently aware of any
circumstances under which this might change. Therefore, the Group
does not expect a potential exposure to Pillar Two top-up taxes in
any jurisdiction reviewed through this assessment.
Going concern
The Group remains in a strong cash
position with cash and cash equivalents totalling £287.7m (H1 2023:
£392.5m, 31 December 2023 £416.2m). At 30 June 2024, the Group had
a total of £170m in undrawn facilities.
Net debt before lease liabilities
totalled £350.5m (H1 2023: net debt before lease liabilities
£268.3m, 31 December 2023: £218.2m).
The Group expects to refinance its
existing debt facilities largely maturing in December 2026 within
the next 12 months.
In making their assessment of
going concern, the Directors reviewed financial projections until
30 September 2025 and considered the redemption of the UKEF debt
facility shortly thereafter in October 2025.
Stress test scenarios were
modelled to take into account severe but plausible impacts of a
combination of the principal risks occurring including reducing
sales and gross profit margins for the three key businesses to
levels significantly below historic actuals and current budgets. A
reverse stress test was also separately modelled. The results of
stress testing demonstrated that the combination of mitigating
actions available including existing cash resources, level of
discretionary spend and ability to
utilise the RCF were
sufficient for the Group to withstand such impacts. For these
reasons, the Directors continue to adopt the going concern basis in
preparing these condensed interim financial statements.
c. Critical accounting judgements and key
sources of estimation uncertainty
In the application of the Group's
accounting policies, management is required to make judgements
(other than those involving estimations) that have a significant
impact on the amounts recognised and to make estimates and
assumptions about the carrying amounts of assets and liabilities
that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other
factors that are relevant. Actual results may differ from these
estimates. The estimates and underlying assumptions are reviewed on
an ongoing basis. In preparing these interim financial statements,
the significant judgements made by management in applying the
Group's accounting policies and key sources of estimation
uncertainty were the same as those applied to the Group's annual
consolidated financial statements for the year ended 31 December
2023.
2. Segmental reporting and
revenue
The Group's activities were
divided into the following segments: THG Beauty, THG Nutrition, THG
Ingenuity, Discontinued categories and Central PLC
costs.
The results of each division are
reported to the Board of Directors and are treated as reportable
operating segments. The following table describes the main
activities for each reportable operating segment:
|
|
|
Segment
|
Activities
|
THG Beauty
|
A digital-first brand owner,
retailer and manufacturer in the prestige beauty market, with a
portfolio of own-brands across skincare, haircare and cosmetics.
Through its retail websites, including Lookfantastic, Dermstore,
Cult Beauty and the beauty subscription box brand GLOSSYBOX, it is
a route to market globally for over 1,400 third-party premium
brands. THG Beauty also operates prestige spa and experience
venues, in addition to luxury clothing and homeware D2C
sites.
|
THG Nutrition
|
A group of digital-first nutrition
brands, which includes the world's largest online sports nutrition
brand Myprotein and its family of brands (Myvegan, Myvitamins, MP
Activewear and MyPRO), with a vertically integrated business model
supported by global THG production facilities.
|
THG Ingenuity
|
THG Ingenuity provides a complete
digital commerce solution for consumer brand owners across its
three pillars of technology, digital marketing and operations.
Being part of the THG group, Ingenuity is uniquely placed to bring
relevant, practical and international expertise in every area of
commerce.
|
Discontinued categories
|
Certain loss making categories and
territories have been or are subject to exit. These exits do not
meet the criteria under IFRS 5: Discontinued operations at the
balance sheet date, as these categories and territories are not a
major component of the Group as defined by the accounting standard.
However, management report the financial results of these
categories separately in their reporting to the CODM, as such the
result has also been shown in the same format within this
note.
|
|
|
| |
Central costs relate primarily to
the PLC Board remuneration, professional services fees, group
finance, M&A, risk (insurance) and governance costs that are
not recharged to the divisions as they principally relate to the
operations of the PLC holding company.
The CODM is the executive Board of
directors, who make the key operating decisions for the business.
The CODM receives daily financial information at the combined Group
level, along with monthly information at a divisional level and
uses this information to allocate resources, make operating
decisions and monitor the performance of each of the
businesses.
The measure of the Group's
performance used by THG's management team is Adjusted EBITDA
comprising operating loss less interest, tax, depreciation,
amortisation, shared-based payments, adjusted items and other
operating expenses - non-cash loss on disposal of freehold assets.
This is reconciled to the nearest IFRS measure (loss before
tax) in the below table.
H1
2024
|
THG Beauty
£'000
|
THG
Nutrition
£'000
|
THG
Ingenuity
£'000
|
Central
PLC
£'000
|
Inter-group
elimination
£'000
|
Result before discontinued
categories
£'000
|
Discontinued
categories
£'000
|
H1 2024
Total
£'000
|
External revenue
|
531,059
|
299,858
|
80,198
|
-
|
-
|
911,115
|
22,854
|
933,969
|
Inter-segment revenue
|
-
|
-
|
225,628
|
-
|
(225,628)
|
-
|
-
|
-
|
Total revenue
|
531,059
|
299,858
|
305,826
|
-
|
(225,628)
|
911,115
|
22,854
|
933,969
|
Adjusted EBITDA
|
32,646
|
19,640
|
10,966
|
(10,949)
|
-
|
52,303
|
(3,530)
|
48,773
|
Margin %
|
6.1%
|
6.5%
|
3.6%
|
-
|
-
|
5.7%
|
(15.4)%
|
5.2%
|
Depreciation
|
|
|
|
|
|
|
|
(47,241)
|
Amortisation
|
|
|
|
|
|
|
|
(57,084)
|
Share-based payments
|
|
|
|
|
|
|
(8,490)
|
Adjusted items
|
|
|
|
|
|
|
|
(20,374)
|
Other operating expense
|
|
|
|
|
|
|
(-)
|
Operating loss
|
|
|
|
|
|
|
|
(84,416)
|
Finance income
|
|
|
|
|
|
|
|
5,407
|
Finance costs
|
|
|
|
|
|
|
|
(39,089)
|
Loss before taxation
|
|
|
|
|
|
|
|
(118,098)
|
H1
2023[22]
|
THG Beauty
(Restated)
£'000
|
THG
Nutrition
(Restated)
£'000
|
THG
Ingenuity
£'000
|
Central
PLC
£'000
|
Inter-group
elimination
£'000
|
Result before discontinued
categories
£'000
|
Discontinued
categories
(Restated)
£'000
|
H1 2023
Total
£'000
|
External revenue
|
502,549
|
336,663
|
71,202
|
-
|
-
|
910,414
|
58,846
|
969,260
|
Inter-segment revenue
|
-
|
-
|
248,842
|
-
|
(248,842)
|
-
|
-
|
-
|
Total revenue
|
502,549
|
336,663
|
320,044
|
-
|
(248,842)
|
910,414
|
58,846
|
969,260
|
Adjusted EBITDA
|
12,120
|
46,894
|
3,353
|
(10,868)
|
-
|
51,499
|
(4,404)
|
47,095
|
Margin %
|
2.4%
|
13.9%
|
1.0%
|
-
|
-
|
5.7%
|
(7.5)%
|
4.9%
|
Depreciation
|
|
|
|
|
|
|
|
(45,927)
|
Amortisation
|
|
|
|
|
|
|
|
(61,335)
|
Share-based payments
|
|
|
|
|
|
(7,888)
|
|
Adjusted items
|
|
|
|
|
|
|
|
(16,316)
|
Other operating expense
|
|
|
|
|
|
(15,081)
|
|
Operating loss
|
|
|
|
|
|
|
|
(99,452)
|
Finance income
|
|
|
|
|
|
|
|
5,476
|
Finance costs
|
|
|
|
|
|
|
|
(39,040)
|
Loss before taxation
|
|
|
|
|
|
|
|
(133,016)
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Below is an analysis of revenue by
region (by destination):
|
Six months
ended
|
Six
months ended
|
|
30 June
2024
|
30
June
2023
|
|
£'000
|
£'000
|
UK
|
472,355
|
429,714
|
USA
|
162,555
|
183,209
|
Europe
|
188,479
|
207,748
|
Rest of the world
|
110,580
|
148,589
|
|
933,969
|
969,260
|
Below is an analysis of revenue
before discontinued categories by region (by
destination):
|
Six months
ended
|
Six
months ended
|
|
30 June
2024
|
30
June
2023
|
|
£'000
|
£'000
|
UK
|
457,929
|
401,478
|
USA
|
157,489
|
164,680
|
Europe
|
186,592
|
202,305
|
Rest of the world
|
109,105
|
141,951
|
|
911,115
|
910,414
|
3. Adjusted
items
|
|
Six months
ended
30 June
2024
|
Six
months ended
30 June
2023
|
|
|
£'000
|
£'000
|
Within Cost of sales
Non-cash loss on disposal of
discontinued and the exiting of loss making categories
|
|
8,896
|
7,174
|
|
|
8,896
|
7,174
|
Within Distribution costs
|
|
|
|
Transportation, delivery and
fulfilment costs
|
|
1,089
|
1,228
|
Commissioning - new
facilities
|
|
162
|
1,431
|
Decommissioning
|
|
-
|
1,056
|
Restructuring costs
|
|
2,401
|
-
|
|
|
3,652
|
3,715
|
Within Administrative costs
|
|
|
|
Non-cash loss on disposal of
discontinued and the exiting of loss making categories
|
|
385
|
3,950
|
Non-cash loss on property
portfolio restructure
|
|
564
|
-
|
Other costs following the outcome
of strategic review
|
|
657
|
-
|
Acquisitions - restructuring and
integration
|
|
2,919
|
454
|
Restructuring costs
|
|
3,301
|
1,023
|
|
|
7,826
|
5,427
|
Total adjusted items before tax
|
|
20,374
|
16,316
|
Tax impact
|
|
(2,217)
|
(1,220)
|
Total adjusted items
|
|
18,157
|
15,096
|
Cash adjusting items before tax[23]
|
|
10,529
|
5,192
|
|
|
|
| |
Non-cash loss on disposal of discontinued and the exiting of
loss making categories
Consistent with the Group's
ongoing commitment to simplify and streamline operations as part of
the strategic review of loss-making and the exit of certain
categories and territories, on 24 June 2024, the Group announced
its agreement to sell its portfolio of
luxury goods websites to the Frasers Group. The sale completed 11
September 2024. As such, the carrying value of tangible and
intangible assets and inventory have been written down to the
expected consideration value. This has resulted in a one-off,
non-cash loss on disposal.
The comparative position reflects
adjustments of the same nature following the sale of THG Demand in
July 2023.
Transportation, delivery and fulfilment
costs
The conflict in Israel has
resulted in pressures across the international network and travel
routes, with increased costs being experienced as the war
continues, which are not fully passed on to customers. These
surcharges are expected to continue throughout H2 2024 given there
is no current indication of resolution to the ongoing unrest in the
region. The Group continues to insulate the customer from the full
impact of these rising costs, with the residual expense therefore
being over and above those incurred through the normal course of
business.
The Group was severely impacted by
high surcharges from suppliers in respect of travel routes
travelling through and into Asia during the Covid-19 pandemic and
extended lock down periods. Such costs occurred in H1 23 and have
not recurred in H1 24.
Commissioning - new facilities
Consistent with strategic
priorities, the Group has completed its commissioning of its campus
in New Jersey, US. The H1 2024 costs
relate to the final stages of commissioning that were required to
enable the warehouse to be fully operational and work at optimised
levels. No further costs are expected to be incurred.
Decommissioning
As part of the strategic review
the Group consolidated acquired warehouses into the existing THG
network. All decommissioning was completed
in H2 2023.
Non-cash loss on property portfolio
restructure
Following a Group review of
properties held within its portfolio, leased properties no longer
in use have been sold or repurposed. Where vacated properties are
retained, unavoidable costs relating to these sites are incurred
over the remaining life of the lease and will continue to be
classified as adjusted items.
|
Other costs following the outcome of strategic
review
|
As part of the strategic review
the Group has consolidated acquired warehouses into the existing
THG network. The costs that have been incurred as part of this
process, include:
• Those incurred to relocate the
stock across the fulfilment network.
• Restructuring costs associated
with the dual running of facilities, severance payments and other
third party costs such as rent and utilities.
All costs recognised within
adjusted items are from the point of management's decision to exit
the acquired warehouse. These costs are considered to be one-off
costs and are incremental to the ongoing trading of the Group. The
majority of these costs have now been incurred.
Acquisitions - restructuring and
integration
Costs incurred relate to the
integration of Biossance in to the existing THG network. The nature
of these costs are consistent with those set out under other costs
following the outcome of strategic review but have been incurred
from the point of initial acquisition. Given the nature of these costs it is not unusual for these
to span more than one accounting period depending on the date of
acquisition and the time required for the integration to be
completed.
Restructuring
Consistent with the strategic
review, the Group continues to explore and implement corporate
restructuring and evolve its internal operations where sustainable
alternatives are identified. As part of this, the costs incurred
are primarily attributable to employee related severance as part of
specific operational restructuring projects as efficiencies are
implemented across the business. These plans are expected to be
completed within a 12 month period.
4. Income tax
The Group calculates the period
income tax expense using the tax rate that would be applicable to
the expected total annual earnings. The major components of income
tax expense in the interim condensed consolidated statement of
comprehensive income are:
|
Six months
ended
30 June
2024
|
Six
months ended
30 June
2023
|
|
£'000
|
£'000
|
Current tax
|
|
|
Tax charge for the
period
|
3,529
|
6,137
|
Deferred tax
|
|
|
Origination and reversal of
temporary differences
|
(397)
|
(6,070)
|
Total income tax charge
|
3,132
|
67
|
Uncertain Tax Provisions
The Group has recognised a
provision of €2.0m (H1 2023: £nil) for potential tax liabilities
relating to a French tax enquiry in respect of the financial years
ended 2021 and 2022. The provision has been measured using the
expected value method based on the current tax assessment and the
likelihood of different outcomes.
The Group continues to monitor the
position consistent with ongoing procedures. Any adjustment to the
provision will be reflected, as necessary, at the relevant
reporting date.
5. Share-based
payments
The Group operates a share-based
compensation plan, under which the Group receives services from
employees as consideration for equity instruments (options) of the
Company. A total of 30,629,135 shares were issued in the 6 months
to 30 June 2024 across two schemes. The shares granted during the
period are as follows:
- On 7 March
2024 a total of 3,685,598 executive options were granted with
737,120 of these shares only vesting if targets linked to ESG are
met. The remainder of the shares, being 2,948,478, will vest on a
straight line basis subject to certain market performance
conditions being met. On 15 March 2024 a total of 22,146,794
options were granted in relation to these schemes.
o 20,376,943 of these awards vest in three equal tranches, with
the first being 31 December following the date of grant. The second
and third tranches for each separate grant will vest on 31 December
in the following two years respectively.
o 1,680,852 of these awards vest in three equal tranches, with
the first being at the date of grant. The second tranche will vest
on the 31 December following the date of grant with the third
tranche vesting in the following year.
o 88,999 of these awards vesting in one tranche on 31 December
following the date of grant
The remaining 4,796,743 shares
were issued to the Employee Benefit Trust and will be utilised for
future share grants.
The fair value of the employee
services received in exchange for the grant of the equity
instruments is recognised as an expense in the Statement of
Comprehensive Income with the corresponding increase to
equity.
|
Six months
ended
30
June
2024
|
Six
months
ended
30
June
2023
|
|
£'000
|
£'000
|
Expense arising from
equity-settled share-based payment transactions
|
8,490
|
7,888
|
The following table shows the
shares granted and outstanding at the beginning of the year and at
half-year:
|
2024
|
|
Number of
shares
|
As at 1 January
|
68,718,060
|
Granted during the year
|
25,832,392
|
Exercised during the
year
|
(8,365,253)
|
Forfeited during the
year
|
(1,263,141)
|
As at 30 June
|
84,922,058
|
6.
Non-current
assets
|
Intangible
assets
£'000
|
Property, plant and
equipment
£'000
|
Right-of-use
asset
£'000
|
1 January 2024
|
1,207,383
|
273,171
|
303,635
|
Additions
|
36,227
|
17,545
|
3,747
|
Disposals
|
-
|
(276)
|
-
|
Non-cash loss on disposal of
discontinued categories
|
(1,232)
|
(80)
|
(193)
|
Depreciation /
Amortisation
|
(57,084)
|
(28,288)
|
(18,953)
|
Currency translation
differences
|
126
|
(944)
|
(514)
|
Reversal of previous
impairment
|
1,175
|
-
|
-
|
Transfers
|
(1,311)
|
2,247
|
(936)
|
30 June 2024
|
1,185,284
|
263,375
|
286,786
|
|
Intangible
assets
£'000
|
Property, plant and
equipment
£'000
|
Right-of-use
asset
£'000
|
1 January 2023
|
1,275,760
|
360,041
|
294,309
|
Additions
|
43,308
|
15,933
|
5,942
|
Disposals
|
(25)
|
(46,729)
|
-
|
Non-cash loss on disposal of
discontinued categories
|
-
|
(2,312)
|
-
|
Depreciation /
Amortisation
|
(61,335)
|
(26,201)
|
(19,726)
|
Transfer to assets held for
sale
|
-
|
(1,100)
|
-
|
Currency translation
differences
|
(32,794)
|
(1,050)
|
918
|
30 June 2023
|
1,224,914
|
298,582
|
281,443
|
Disposals included the planned
sale of three non-core freehold properties which gave rise to other
operating expenses of £15.1m in the 6 months to June
2023.
IAS 36 states that an entity is
required to assess at each reporting date whether there are any
indications of impairment, with an impairment test itself being
carried out if there are such indications. Goodwill and indefinite
life assets are also required to be tested annually for impairment.
The Group's impairment review is undertaken annually in
Q4.
In assessing whether there are
impairment triggers at the reporting date, management has taken
into account economic performance including macroeconomic factors
that have impacted the markets in which the Group operates. Whist
there has been a decline in overall revenues, this is driven by
weaker than anticipated D2C sales of THG Nutrition. Despite this,
management remain confident that future financial budgets and
growth rates remain reasonable and that there is no reasonably
possible change to the key assumptions applied in the full
impairment review performed at 31 December 2023, and as disclosed
in note 11 of the Group's annual accounts, which would lead to an
impairment. Management have not identified any further impairment
triggers.
6.1 Assets held for
sale
In July 2023, the sale of trade and
assets of THG OnDemand was completed. In accordance with IFRS 5:
Non-current assets held for sale and discontinued operations,
assets were classified as held for sale on the Group statement of
financial position at 30 June 2023.
7. Financial assets and
liabilities
|
|
30 June
2024
|
30 June 2023
|
31
December
2023
|
|
|
£'000
|
£'000
|
£'000
|
Assets as per balance sheet - financial
assets
|
|
|
|
|
Trade and other receivables
excluding non-financial assets
|
|
138,674
|
139,213
|
147,686
|
Cash and cash
equivalents
|
|
287,711
|
392,546
|
416,162
|
Investments
|
|
1,400
|
1,400
|
1,400
|
Assets as per balance sheet - held at fair value through
OCI
|
|
|
|
|
Derivative financial instruments
designated as hedging instruments
|
|
13,431
|
22,910
|
9,613
|
Derivative financial instruments
held at fair value through profit and loss
|
|
300
|
300
|
301
|
|
|
441,516
|
556,369
|
575,162
|
Liabilities as per balance sheet -
other financial
liabilities at amortised
cost
|
|
|
|
|
Bank borrowings
|
|
640,522
|
671,884
|
650,037
|
Lease liabilities
|
|
334,728
|
321,312
|
344,977
|
Trade and other payables excluding
non-financial liabilities
|
|
496,920
|
461,115
|
553,656
|
Liabilities as per balance sheet - other financial
liabilities at fair value
|
|
|
|
|
Derivative financial instruments
designated as hedging instruments
|
|
45,671
|
15,974
|
19,763
|
|
|
1,517,841
|
1,470,285
|
1,568,433
|
Derivative financial instruments designated
as hedging instruments
|
|
|
|
|
FX forwards hedging foreign
exchange risk on borrowings
|
|
(40,351)
|
(15,974)
|
(19,763)
|
Interest rate swaps
|
|
5,255
|
17,988
|
7,999
|
FX forwards hedging foreign
exchange risk on highly probable future cash flows
|
|
2,855
|
4,921
|
1,615
|
|
|
(32,241)
|
6,935
|
(10,149)
|
- Financial instruments included within current assets and
liabilities, excluding borrowings, are generally short-term in
nature and accordingly their fair values approximate to their book
values. Bank borrowings are initially recorded at fair value net of
direct issue costs.
-
The derivative financial instruments
designated as hedging instruments have been recognised at fair
value through Other Comprehensive Income. Hedging instruments are
valued based on significant observable inputs and have been
classified at Level 2 hierarchy level in line with IFRS 13 Fair
Value Measurement.
Net debt consists of loans and lease liabilities, less cash
and cash equivalents. For the purposes of the Group's net debt
calculation, loans that are denominated in foreign currency are
translated at the effective hedged rate where applicable. A
reconciliation to the most directly comparable IFRS measure is
included below:
|
|
30 June
2024
|
30 June 2023
|
31
December 2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Loans and other
borrowings
|
|
(640,522)
|
(671,884)
|
(650,037)
|
Lease liabilities
|
|
(334,728)
|
(321,312)
|
(344,977)
|
Cash and cash
equivalents
|
|
287,711
|
392,546
|
416,162
|
Sub-total
|
|
(687,539)
|
(600,650)
|
(578,852)
|
Adjustments:
|
|
|
|
|
Retranslate debt balance at swap
rate where hedged by FX derivatives
|
|
2,265
|
11,074
|
15,653
|
Net debt
|
|
(685,274)
|
(589,576)
|
(563,199)
|
Net debt before lease
liabilities
|
|
(350,546)
|
(268,264)
|
(218,222)
|
8. Cash flow generated from
operations
|
|
|
|
|
Six months
ended
30 June
2024
|
Six
months ended
30
June
2023
|
|
Note
|
£'000
|
£'000
|
Loss before taxation
|
|
(118,098)
|
(133,016)
|
Adjustments for:
|
|
|
|
Depreciation
|
6
|
47,241
|
45,927
|
Amortisation
|
6
|
32,758
|
35,832
|
Amortisation - acquired
intangibles
|
6
|
24,326
|
25,503
|
Share-based payment
|
5
|
8,490
|
7,888
|
Adjusted items
|
3
|
20,374
|
16,316
|
Other operating expense
|
6
|
-
|
15,081
|
Net finance costs
|
|
33,682
|
33,564
|
Operating cash flow before adjusted items and before
movements in working capital and provisions
|
|
48,773
|
47,095
|
(Increase) / Decrease in
inventories
|
|
(10,464)
|
33,188
|
(Increase) / Decrease in trade and
other receivables
|
|
27,922
|
(5,497)
|
Decrease in trade and other
payables
|
|
(90,126)
|
(86,780)
|
Decrease in provisions
|
|
(1,697)
|
(1,448)
|
Foreign exchange loss
|
|
(15)
|
(265)
|
Cash used in operations before adjusted
items
|
|
(25,607)
|
(13,707)
|
9. Provisions
|
|
Dilapidations
|
Other
|
|
|
Total
|
|
|
£'000
|
£'000
|
|
|
£'000
|
At 1 January 2024
|
|
23,084
|
2,884
|
|
|
25,968
|
Utilisation
|
|
(210)
|
(936)
|
|
|
(1,146)
|
Interest
|
|
108
|
-
|
|
|
108
|
Created
|
|
1,762
|
-
|
|
|
1,762
|
Released
|
|
(1,383)
|
-
|
|
|
(1,383)
|
FX on translation
|
|
(343)
|
-
|
|
|
(343)
|
At 30 June
2024
|
|
23,018
|
1,948
|
|
|
24,966
|
Current
|
|
3,983
|
1,737
|
|
|
5,720
|
Non-current
|
|
19,035
|
211
|
|
|
19,246
|
Dilapidations provisions relate to
leased properties. Dilapidations provisions are made based on the
best estimate of the likely committed cash outflow and discounted
to net present value. Future costs are expected to be incurred over
the term of the existing lease arrangements at the reporting date,
which is a period of up to 25 years.
Other provisions relate to onerous
contracts and unavoidable costs on vacated properties.
10. Related Party
Transactions
Moulding Capital Limited
("Propco") is wholly owned by the Group's CEO. Propco owns property
assets occupied and utilised by THG and its operating
businesses.
The Group has in place an
agreement on commercial terms with Moulding Capital Limited to
provide property, facilities and project management services to the
entity and its subsidiaries. This agreement generated £79,387 (H1
2023: £90,693) for the Group recognised within administrative
expenses.
The amounts recognised on the
Group's balance sheet and in the income statement in relation to
the leases with Propco in the period are as follows:
|
|
30 June
2024
£'000
|
30 June
2023
£'000
|
Right-of-use asset
|
|
149,784
|
156,864
|
Lease liability
|
|
170,456
|
175,297
|
Depreciation arising on right-of-use assets
|
|
4,712
|
6,673
|
Expense recognised in financing costs
|
3,488
|
3,687
|
The table below gives further
detail around the leases in place:
Number of
properties
|
Residual lease term at date
of divestment
|
H1 2024 rent
(£'000)
|
H1 2023 rent
(£'000)
|
9
|
0-5 years
|
481
|
481
|
0
|
5-10 years
|
-
|
-
|
12
|
10-15
years
|
1,643
|
1,643
|
7
|
15-25
years
|
4,961
|
4,961
|
28
|
|
7,085
|
7,085
|
The following table sets out
amounts payable to related parties which include balances in
relation to lease agreements and where the Group has paid suppliers
on behalf of the Propco Group, or vice versa. Such situations arise
due to Propco suppliers using legacy details to submit invoices or
where payments are made on behalf of THG by Propco for
property-related costs rechargeable to THG as a tenant per
lease:
|
|
Amount owed by related
parties
|
Amounts owed to related
parties
|
|
|
£'000
|
£'000
|
Aghoco 1422 Ltd
|
|
-
|
59
|
Allenby Square Ltd
|
|
-
|
115
|
THG Gadbrook PropCo Ltd
|
|
-
|
1
|
THG GJS PropCo Ltd
|
|
-
|
198
|
THG Icon S.à.r.l
|
|
-
|
2
|
THG KS PropCo Ltd
|
|
26
|
-
|
THG Alpha PropCo Ltd
|
|
-
|
4
|
MCL Omega PropCo Ltd
|
|
-
|
14
|
|
|
26
|
393
|
11. Events after the reporting
period
On 24th June 2024, the
Group announced a strategic partnership with the Frasers Group. As
part of this arrangement, THG agreed to sell its portfolio of
luxury goods websites, including Coggles, to the Frasers Group. The
sale completed 11 September 2024. At 30th June 2024, the
Group have impaired the assets sold to reflect their recoverable
value, equal to consideration. Refer to note 3 - Adjusted
items.
Principal risks and uncertainties
The Board considers that the
principal risks and uncertainties which could impact the Group over
the remaining six months of the financial year to 31 December 2024
to be unchanged from those set out in the Annual Report and
Accounts for the year to 31 December 2023.
The applicable risks are
summarised as follows:
·
Cyber security and data privacy;
·
Third party reliance;
·
Talent;
·
Ingenuity e-commerce platform;
·
Customer needs;
·
Infrastructure and supply chain;
·
Innovation;
·
Legal and regulatory compliance;
·
Product safety and quality;
·
Health and safety;
·
Climate change, environmental and social
responsibility;
·
Geopolitical and economic uncertainty;
·
Culture;
·
Liquidity and funding; and
·
Strategic optionality.
These are set out in detail from
page 90 in the Group's Annual Report and Accounts for the year to
31 December 2023, a copy of which is available on the Group's
website, www.thg.com.
INDEPENDENT REVIEW REPORT TO THG PLC
Conclusion
We have been engaged by the Company
to review the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 June 2024,
which comprises the interim condensed consolidated statement of
comprehensive income, interim condensed consolidated statement of
financial position, interim condensed consolidated statement of
changes in equity and interim condensed consolidated statement of
cashflows and the related explanatory notes. We have read the other
information contained in the half yearly financial report and
considered whether it contains any apparent misstatements
or material
inconsistencies with the information in the condensed set of
financial statements.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly financial report for
the six months ended 30 June 2024 is not prepared, in all material
respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
Basis for Conclusion
We conducted our review in
accordance with International Standard on Review Engagements 2410
(UK) "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. 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.
As disclosed in note 1, the annual
financial statements of the group are prepared in accordance with
UK adopted international accounting standards. The condensed set of
financial statements included in this half-yearly financial report
has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".
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 management have
inappropriately adopted the going concern basis of accounting or
that management 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 this ISRE, however
future events or conditions may cause the entity to cease to
continue as a going concern.
Responsibilities of the directors
The directors are responsible for
preparing the half-yearly financial report in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
In preparing the half-yearly
financial report, the directors are responsible for assessing the
company'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 company or to cease operations, or have no realistic
alternative but to do so.
Auditor's Responsibilities for the review of the financial
information
In reviewing the half-yearly report,
we are responsible for expressing to the Company a conclusion on
the condensed set of financial statements in the half-yearly
financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for
Conclusion paragraph of this report.
Use
of our report
This report is made solely to the
company in accordance with guidance contained in International
Standard on Review Engagements 2410 (UK) "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company, for our work, for this report, or
for the conclusions we have formed.
Ernst & Young LLP
London
16 September 2024