Joules : Annual Report 2021

GROWING STRONGER

TOGETHER

ANNUAL REPORT AND ACCOUNTS

2020/2021

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OUR PURPOSE

We brighten lives with the joy of the countryside; and fight for the environment that inspires us.

Established by Tom Joule in Britain over three decades ago, Joules is a premium British lifestyle Group, with an authentic heritage, comprising the Joules brand, the Friends of Joules digital marketplace, and Garden Trading, a leading digital-led brand in the home, garden and outdoor category.

www.joulesgroup.com

CONTENTS

03 Highlights

CHAPTER 1 - STRATEGIC REPORT

1. Chairman's Statement

1. Our Business Model

1. Chief Executive's Report

1. Financial Review

1. Principal Risks and Uncertainties

1. Social Responsibility - 'Responsibly Joules'

1. Our Inclusively Joules Charter

1. Section 172 Statement

CHAPTER 2 - CORPORATE GOVERNANCE

1. Board of Directors
2. Governance Framework

1. Audit Committee Report

1. Nomination Committee Report
2. Directors' Remuneration Report

1. Directors' Report

1. Statement of Directors' Responsibilities

CHAPTER 3 - CONSOLIDATED FINANCIAL STATEMENTS

78 Auditor's Report

84 Consolidated Income Statement

1. Consolidated Statement of Comprehensive Income
2. Consolidated Statement of Financial Position
3. Consolidated Statement of Changes in Equity
4. Consolidated Cash Flow Statement
5. Notes to the Consolidated Financial Statements

1. Company Statement of Financial Position
2. Company Statement of Changes in Equity
3. Notes to the Company Financial Statements

1. Company Information

02 HIGHLIGHTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this document, including any information as to the Group's strategy, plans or future financial or operating performance, constitutes "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "projects", "expects", "intends", "aims", "plans", "predicts", "may", "will", "seeks", "could", "targets", "assumes", "positioned" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors concerning, among other things, the Group's results of operations, financial condition, prospects, growth, strategies and the industries in which the Group operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Group's control. Forward-looking statements are not guarantees of future performance. Even if the Group's actual results of operations, financial condition and the development of the industries in which the Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Accordingly, undue reliance should not be placed on these statements.

The forward-looking statements contained in this document speak only as of the date of this document. The Group and its Directors expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law, the AIM Rules for Companies or the Disclosure and Transparency Rules.

Note: The financial information contained in this document, including the financial information presented in a number of tables in this document, has been rounded to the nearest whole number or the nearest decimal place. Therefore, the actual arithmetic total of the numbers in a column or row in a certain table may not conform exactly to the total figures given for that column or row. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding, and accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

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HIGHLIGHTS 03

HIGHLIGHTS

FY21 PERFORMANCE:

Group revenue increased by 4.3% to £199.0 million (FY20: £190.8 million) with strong e-commerce sales growth and the contribution from Garden Trading¹, more than offsetting the impact of enforced store closures, the cancellation of country shows across the UK and the impact of the pandemic on the Group's wholesale customers.

• E-commercesales increased by 48% to £122.0 million (FY20: £82.7 million). Excluding the acquisition of Garden Trading², e-commerce sales increased by 43%. This growth was led by sales through the Group's own websites³. E-commerce represented 77% of the Group's retail revenue during the Period (FY20: 56%).
• Overall store and show sales were £36.6 million in the year (FY20: £63.2 million). This performance reflects the forced closure of non- essential retail stores, and cancellation of shows and events as a result of COVID-19. In the Period, our stores were closed for approximately six months of the Period compared with two months in the prior year.
• Wholesale revenue in the Period, including Garden Trading², was £35.3 million, a 17% reduction year-on-year (FY20: £42.7 million), reflecting the ongoing impact of COVID-19 on many of the Group's wholesale partners both in the UK and internationally.
• Other revenue more than doubled to £5.1 million (FY20: £2.2 million). This reflects the strong growth of our Friends of Joules digital marketplace and strong performance from several of our licensed product categories and partnerships.

• PBT4 before exceptional costs was £6.1 million (FY20: loss of £3.9 million).
• Exceptional costs in the Period totalled £4.2 million (FY20: £21.0m)
  including a £2.9 million (FY20: £20.5 million) non-cash impairment
  charge, £0.6 million (FY20: nil) Garden Trading acquisition costs and
  £0.7 million (FY20: £0.5m) restructuring costs.
• Statutory profit before tax was £2.0 million (FY20: loss of £24.8 million).
• Statutory profit after tax was £0.9 million (FY20: loss of 20.3m).
• Group gross margin was 49.0%, down 1.7%pts on the prior year, impacted by a lower proportion of higher margin store sales, increased freight costs and increased duty and transportation cost for deliveries into EU markets following Brexit.
• Basic earnings per share was 0.82 pence (FY20: loss of 21.61 pence).
• 1.7 million active customers5 (FY20: 1.4 million) and record brand awareness and brand health6 metrics achieved during the final quarter of the year.
• Net cash7 of £4.1 million (FY20: £4.5 million).

RECONCILIATION TO STATUTORY PROFIT/LOSS BEFORE TAX:
£MILLION	FY21⁸	FY20 (RESTATED)⁹
PBT/LBT4 - before exceptional costs	6.1	(3.9)
Exceptional costs	(4.2)	(21.0)
Statutory profit/(loss) before tax	2.0	(24.8)

1. On 9 February 2021 the Group acquired 100% of the issued share capital, and obtained control of, The Garden Trading Company Limited (company number 2854160). The Garden Trading Company Limited is a digitally focused retailer of home and garden products. See Note 3 of the Consolidated Financial Statements.
2. Garden Trading e-commerce revenue in the period since acquisition to 30 May 2021 was £4.3 million, and wholesale revenue was £4.4 million.
3. joules.com, joulesusa.com, tomjoule.de and the Joules ebay store
4. PBT/LBT - before exceptional costs is a non-GAAP measure provided to facilitate comparison across periods, it is stated prior to exceptional costs that are primarily related to non-cash asset impairments in the current and previous periods, see Note 4 of the Consolidated Financial Statements.
5. Customers registered on our database who have transacted in the last 12 months.
6. Brand Awareness and Brand Health are measured as part of an independent YouGov consumer survey.
7. 'Net cash' represents gross cash and cash equivalents less total borrowings. See Note 26 of the Consolidated Financial Statements.
8. This year, we are reporting on the 52 weeks ended 30 May 2021 compared to 53 weeks to 31 May 2020 in the prior year. To provide a comparison with last year's 53-week period, the unaudited contribution of the additional week in last year's results was approximately 1% of revenue and profit.
9. For further details of the prior period restatement, refer to the Financial Review section of this report, and Note 1 of the Consolidated Financial Statements