AO WORLD PLC INTERIM RESULTS FOR THE 6...

1

AO WORLD PLC

INTERIM RESULTS FOR THE 6 MONTHS ENDED 30 SEPTEMBER 2014

AO World plc, the United Kingdom’s leading online retailer of major domestic appliances, today

announces its unaudited financial results for the six months ended 30 September 2014.

Financial Highlights1

AO Website revenue up 38.6% to £173.7m (2013: £125.3m)

Total revenue up 25.1% to £217.1m (2013: £173.5m)

Adjusted EBITDA2 up 115% to £7.3m (2013: £3.4m)

Adjusted EBITDA margin increased to 3.4% (2013: 2%); 9% EBITDA on incremental sales

Adjusted Operating Profit3 up 134% to £5.5m (2013: £2.4m)

Operating Profit for the period £0.9m (2013: £2.4m) after German set up costs of £3.3m and

Long Term Incentive Plan costs of £1.3m (2013: £nil)

Overall number of completed orders4 up 30% to 0.61m (2013: 0.47m)

Operational Highlights

Launched our Audio-Visual (“AV”) category in May 2014

Launched ao.de, our German website six months ahead of schedule on 1st October 2014

with first customer deliveries on 14th October

Commenting on today’s statement, John Roberts, Chief Executive Officer said:

“I am pleased to report another period of strong trading in the UK. AO.com sales are up by 38.6% as

our brand recognition grows and we continue to make our customers happy. Overall sales are up by

25.1%, in line with expectations. Adjusted EBITDA has also seen a significant jump, increasing more

than two-fold in the first six months compared to last year, reflecting our ability to deliver profitable

sales growth.

1 The highlights are for the period ended 30 September 2014 and the comparative 2013 period. Certain financial data have

been rounded. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. 2 Adjusted EBITDA is defined by the Group as profit/loss before tax, depreciation, amortisation, net finance costs,

“Adjustments” and exceptional items. Adjustments is defined by the Group as set-up costs relating to overseas expansion and share based payment charges attributable to the LTIP IPO award which the board considers one off in nature. See adjustments section of Financial Review and Note 4 to this interim financial information. 3 Adjusted Operating Profit is defined by the Group as profit/loss before tax, net finance costs, Adjustments and exceptional

items but after depreciation and amortisation. Adjustments is defined by the Group as set-up costs relating to overseas expansion and share based payment charges attributable to the LTIP IPO award which the board considers one off in nature. 4 Number of orders refers to the total number of retail orders across AO and third party retail websites.

2

The UK growth was delivered at the same time as management resource was also focused on

launching our proposition in Germany, which we achieved in October some six months earlier than

promised. This launch has given us confidence in our ability to replicate our model overseas. While

this accelerated investment has brought forward our associated set-up costs for the period, our focus

is on the long-term as we proceed with our strategy to deliver a market-leading proposition in new

categories and countries. Although Germany has only been operating a number of weeks, we are

delighted with the way our culture has transferred, with the way it’s operating and with the way sales

are building. Trading for the second half of this financial year has started well. We have recently

launched consumer finance in the UK allowing us to reach a wider range of customers and we

continue to broaden our service proposition and product range.

We remain confident of meeting full year expectations and are well positioned as we move into our

peak trading period.”

Webcast details

A results presentation hosted by John Roberts and Steve Caunce for analysts and investors will be

held today, 25 November 2014 at 8:45am (GMT) at Instinctif Partner’s office – 65 Gresham Street

London EC2V 7NQ. Please register your attendance in advance with Instinctif Partners using the

details below.

A webcast of the presentation will be available to watch live and later in the day at

www.AO.com/corporate where the results presentation can be viewed.1

For further information, please contact:

AO World plc +44(0)1204 672400 John Roberts Steve Caunce Instinctif Partners Matthew Smallwood Guy Scarborough Justine Warren

+44(0)20 7457 2020

Cautionary statement

This Interim Management Report (IMR) has been prepared solely to provide additional information to

shareholders to assess the Group’s strategies and the potential for those strategies to succeed. The

IMR should not be relied upon by any other party or for any other purpose.

This IMR contains certain forward-looking statements (including beliefs or opinions) with respect to

the operations, performance and financial condition of the Group. These statements are made in good

faith and are based on current expectations or beliefs, as well as assumptions about future events. By

their nature, future events and circumstances can cause results and developments to differ materially

from those anticipated. No undertaking is given to update the forward-looking statements contained in

this document, whether as a result of new information, future events or otherwise. Nothing in this

document should be construed as a profit forecast or an invitation to deal in the securities of the

Company. The IMR has been prepared for the Group as a whole and therefore gives greater

emphasis to those matters which are significant to AO World plc and its subsidiary undertakings when

viewed as a whole.

1 The content of the ao.com website should not be considered to form a part of or be incorporated into this announcement.

http://www.ao.com/corporate

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PERFORMANCE AT A GLANCE

Summary Results1

Six months ended Year ended

30 September 2014

30 September 2013

Change 31 March 2014

Income Statement

AO Website sales £173.7m £125.3m +38.6% £287.1m

Third-party website sales £34.1m £38.3m -11.0% £79.3m

Third-party logistics services

£9.3m £9.9m -6.1% £18.5m

Revenue £217.1m £173.5m +25.1% £384.9m

Adjusted EBITDA2 £7.3m £3.4m 115.0% £11.2m

Adjusted EBITDA margin3 3.4% 2.0% +1.4ppts 2.9%

Adjusted operating profit4 £5.5m £2.4m +134.0% £8.4m

Exceptional items5

IPO costs - - - (£15.4m)

Adjustments6

Germany set-up costs7 (£3.3m) - - -

Share-based payment charge

8

(£1.3m) - - (£0.2m)

Operating profit/(loss) £0.9m £2.4m -61.3% (£7.2m)

Earnings/(loss) per share

Adjusted EPS9 0.95p

0.40p

+137.8% 1.50p

Basic earnings/(loss) per share

0.12p 0.40p -70.8% (2.38p)

Cash flow

Cash generated/(absorbed) from operating activities

£3.5m (£4.8m) +172.4% £13.6m

Cash generated/(absorbed) from operating activities (before Adjustments)

£5.5m (£4.8m) +214.6% £13.6m

Period end net funds/(debt) position

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£43.9m (£4.0m) +1186.2% £48.7m

_______________________________

1 Certain financial data have been rounded. As a result of this rounding, the totals of data presented in this document may

vary slightly from the actual arithmetic totals of such data. 2

Adjusted EBITDA is defined by the Group as profit/loss before tax, depreciation, amortisation, net finance costs, Adjustments

and exceptional items. See Note 4 to this interim financial information. 3

Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Revenue. 4

Adjusted operating profit is defined by the Group as profit/loss before tax, net finance costs, Adjustments and exceptional

items but after depreciation and amortisation. 5 Exceptional items of £15.4m relating to IPO costs incurred during the year ended 31 March 2014.

6 Adjustments is defined by the Group as set-up costs relating to overseas expansion and share based payment charges

attributable to the LTIP IPO award that the board considers one-off in nature. 7 Includes Germany set-up costs incurred by Group entities trading in the UK and trading in Germany.

8 Share based payment charges attributable to the LTIP IPO award which the board considers one off in nature.

9 Adjusted Earnings Per Share is Basic Earnings Per Share excluding Adjustments, exceptional items and the associated tax

impact. 10

Net funds are defined as cash as per the consolidated statement of financial position less borrowings.

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GROUP RESULTS

The Group has made an encouraging first half to the year, delivering strong sales growth overall driven by own-brand web site sales. AO.com sales have increased by 38.6% over the reporting period to £173.7m (2013: £125.3m). Overall revenue has grown by 25.1% to £217.1m (2013: £173.5m) driven by higher order volumes. Third party website sales have fallen slightly year on year as, in line with our strategy, we focus more upon our own AO.com channel. Third party logistics sales were slightly down year on year. Adjusted EBITDA increased more than two-fold to £7.3m (2013: £3.4m) yielding an Adjusted EBITDA margin of 3.4% for the reporting period (2013: 2.0%). The growth in Adjusted EBITDA margin demonstrates our ability to leverage Selling, General and Administrative “SG&A” costs as we grow, and in the period we have delivered 9.0% Adjusted EBITDA margin on our incremental sales. Similarly, Adjusted Operating Profit for the period (which excludes Adjustments) increased significantly to £5.5m (2013: £2.4m). The Group’s cash generated from operating activities was a cash inflow of £3.5m (2013: £4.8m outflow). The difference between this and Adjusted EBITDA results from Germany set-up costs £2m, and other working capital improvements net of capital expenditure £1.8m. In May 2014 we added a new category to our retail proposition with Audio Visual “AV” and we now additionally offer televisions, sound systems and ancillary equipment to our customers. In doing this, we have developed our relationships with our existing brand partners who operate in this category and have built new relationships to broaden our range. The market for AV is significant and we’re expanding our internal expertise to capitalise on this. We are continuing to learn and develop the small domestic appliance category and expect to drive increased volumes in the next financial year. In October we took the first steps in our international expansion strategy, launching ao.de. Initially, the German offering will concentrate solely on the MDA category (major domestic appliances) as we learn about customer preferences and the German market. The operating model has been replicated from the UK and the German operation is now fully up and running. We have invested in end to end resource including head office, warehouse and outbase infrastructure and our own last mile delivery capability to offer next day delivery to the majority of customers and to completely control the customer experience as has been successful in the UK. Customer feedback has been extremely positive and the levels of traffic to the site are most encouraging; initial volumes were kept intentionally low to ensure we could deliver to promise, but now we have demonstrated operational effectiveness we are allowing sales to build. We are now in a position to accelerate the drive for sales and are taking necessary steps to facilitate growth.

STRATEGY AND OUTLOOK

Our strategy remains consistent - to “Build, Drive, Broaden and Expand” our business whilst redefining retailing in our chosen categories; by offering unbeatable prices, range and availability and delivering amazing service to customers. The various aspects of the business are all at different phases of this strategy but we are executing it well and in good shape to deliver. We aim to continue to build new operations overseas, but always safely and steadily; to drive up sales in our existing categories and broaden our offering by adding complementary categories and services to existing operations. Trading for the second half of this financial year has started well. We have launched consumer finance on AO.com which allows us to address a different demographic of customer. There has been the usual seasonal increase in sales in October as we approach our peak trading period and results for the UK business for the full year remain in line with market expectation. Whilst the German operation has only been fully live for a number of weeks, we are pleased with the way it is operating and can now really drive sales. This all gives us much confidence for the future opportunity in Europe. Our earlier than anticipated entry to the German market has brought forward set up costs for that entity into HY15. German trading losses, as we build critical mass in the second half of the year, will reduce our overall operating profit for the full year.

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BUSINESS REVIEW

Operational Review

Customer Acquisition & Brand

We revisited national television advertising in the first quarter of the financial year rolling out three adverts focussed on our delivery capabilities, our unbeatable prices and our rich website content – specifically our video reviews. These were well received and helped to drive sales. Going into the second quarter we decided to delay some TV advertising - originally planned for that quarter – to the third quarter, to achieve a better return on investment. Facebook “likes” are now in excess of 1.6m and our brand team continues to evolve our social media content to enhance brand perception. Our advertising and marketing costs, as a percentage of sales, were down compared to the prior year at 3.6% (2013: 4.4%) mainly due to delayed TV advertising and improvement in brand awareness.

Customer Service & Proposition

Delivering an excellent customer proposition and great service remains paramount to our success. We are pleased to be able to report that, notwithstanding the significant increase in orders, we maintained an exceptional “deliver to promise” percentage rate. We are well prepared for peak trading in the run up to Christmas and our delivery capability and delivery options remain market-leading. Our dedication to our customer proposition has been recognised by the industry and we are pleased to have won four awards at the Etail Awards 2014, including “Overall Award for Excellence” and four awards at the eCommerce Awards for Excellence 2014 including “Large eCommerce Retailer of the Year.”

Culture

We consistently state that culture is at the heart of everything we do and continues to be core to our success. Happy employees means productive employees driving better results for the business and, importantly, such happiness and energy permeates through our interactions with customers (whether it be face to face, over the phone, through our advertising or purely through the design of our website).

Over the reporting period we’ve launched a Group wide intranet, which has helped individuals to connect with each other, share ideas and learnings and update each other on progress across different areas of the business. It has helped to reaffirm the culture in our UK operations and to instil it in our new overseas colleagues. There have also been some incredible examples of people going the extra mile to help our German colleagues find their feet and learn processes and strategies and we are delighted with the way our culture has transferred to our new territory.

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Financial Review

Revenue

For the six months ended 30 September 2014 total revenue for the year increased by 25.1% to

£217.1m (2013: £173.5m) with AO.com sales increasing by 38.6% to £173.7m (2013: £125.3m)

Six months ended 30 September (£m) 2014 2013 Change

AO Website Sales 173.7 125.3 38.6%

Third-party Website Sales 34.1 38.3 -11.0%

Third-party Logistics Services 9.3 9.9 -6.1%

Revenue 217.1 173.5 25.1%

Revenue derived from AO.com sales grew by 38.6% over the reporting period to £173.7m (2013: £125.3m). We continue to enhance and enrich the content and grow the brand. The total number of completed orders grew by 30% over the reporting period to 607k (2013: 466k) with products per order and average order value remaining broadly the same. Third party website sales were slightly down year on year at £34.1m (2013: £38.3m) as the Group focuses less on third party consumer-facing website sales. Some of the “lost” third party sales are likely to have been consumed by AO.com as our own brand gains more visibility. Third party logistics sales also fell by 6% to £9.3m (2013: £9.9m) as we annualised the loss of a customer in September 2013.

Gross Margin

Gross margin decreased marginally by 0.4 percentage points to 18.8% (2013: 19.2%) with the cost of

sales increasing by 25.6% compared to the overall revenue growth of 25.1%. The majority of this

variance is due to the mix of AV sales in the period at a lower margin.

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Administrative Expenses

Total Administrative expenses for the six months to 30 September 2014 (excluding Germany set-up

costs) increased to £36.7m (2013: £30.9m) but as a percentage of revenue improved to 16.9% (2013:

17.8%).


Advertising and marketing 7.9 7.6 3.7%

% of sales 3.6 4.4 -0.8 ppts

Warehousing 8.1 6.6 23.4%

% of sales 3.8 3.8 -

Other Admin 24.0 16.7 43.4%

% of sales 11.0 9.6 +1.4 ppts

Administrative Expenses 40.0 30.9 29.4%

% of sales 18.4 17.8 +0.6ppts

Deduct Adjustments: Germany set-up costs1 (3.3) - -

Share based payment charge2 (1.3) - -

Administrative Expenses net of Adjustments 35.4 30.9 +14.6%

% of sales 16.3 17.8 -1.5ppts

Advertising and marketing costs increased by 3.7% to £7.9m in the period. The advertising cost on

our incremental sales was lower than forecast, as we delayed TV advertising costs in to the third

quarter.

Warehousing costs (excluding German warehouse set up costs of £0.2m) increased to £7.9m –

delivering an increase of £1.3m on the prior period, or 3% cost on incremental sales.

Other administration costs for the period were £24.0m, an increase of £7.3m on the same period last

year. Included within this are £3.1m of costs relating to setting up the German operation and £1.3m

relating to the share based payments charge. At a trading level this cost increased by £2.9m year on

year.

1 Includes Germany set-up costs incurred by Group entities trading in the UK and trading in Germany. 2 Share based payment charges attributable to the LTIP IPO award which the board considers one off in nature (any future

LTIP charges will be included in trading numbers).

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Adjusted EBITDA

Adjusted EBITDA for the six months to 30 September 2014 was £7.3m (2013: £3.4m) representing

more than a two-fold increase against the prior year period. Adjusted EBITDA margin increased from

2.0% to 3.4%.


Operating profit 0.9 2.4 -61.3%

Add Adjustments1:

German set-up costs

Non-cash share based payments charge

3.3

1.3

-

-

n/a

n/a

Adjusted Operating profit 5.5 2.4 134.0%

Add: Depreciation and amortisation 1.8 1.0 74.3%

Adjusted EBITDA 7.3 3.4 115.0%

Adjusted EBITDA as % of sales 3.4% 2.0% +1.4ppts

Adjustments

Germany set-up costs

During the reporting period ao.de was launched. The bulk of these costs relate to staffing and services provided by the Group, together with professional fees.

Share based payment charges

At the time of the IPO a share based payment award was made to a number of senior staff. The board considers that the magnitude and timing of this award is one-off in nature and so add this

charge back to adjusted EBITDA. Any future LTIP charges will be included in trading numbers.

Taxation

The tax charge for the period was £0.3m (2013: £0.5m). The effective rate of tax for the period was

36.7% (2013: 25.1%). Whilst the business is subject to UK taxes and through its branch structure for

Germany is able to fully offset losses, the share based payment charge is disallowable on an accruals

basis for corporation tax which results in this higher effective rate. The year in which the scheme

matures will see a lower effective tax rate than normal in that year.

Loss/earnings per share

Earnings per share was 0.12p (2013: 0.40p) and Adjusted Earnings Per Share2 was 0.95p (2013:

0.40p).

Dividend Policy

In line with the Group’s dividend policy no dividend has been proposed or paid during the period.

1 Adjustments is defined by the Group as set-up costs relating to overseas expansion and the share based payment charge

relating to the LTIP IPO Award, which the Board considers to be on-off in nature (any future LTIP charges will be included in trading numbers). 2 See Note 6 to this interim financial information.

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Cash resources and cash flow

The net funds position at 30 September 2014 was £43.9m (2013: net debt of £4.0m) (2014 numbers

take into account the net proceeds raised from the issue of new shares in the IPO of £40.3m).

Total borrowings including finance leases increased to £6.2m (2013: £5.5m).

The Group’s cash generated from operating activities was a cash inflow of £3.5m (2013: £4.8m

outflow). The difference between this and Adjusted EBITDA results from Germany set-up costs £2m,

and other working capital improvements net of capital expenditure £1.8m.

Working Capital

Six months ended 30 September (£m) 2014 2013

Inventories 23.2 17.8

As % of Cost of goods sold 13.2% 12.7%

Trade and other receivables 39.1 31.9

As % of Revenue 18.0% 18.4%

Trade and other payables (71.6) (50.9)

As % of Cost of goods sold 40.7% 36.3%

Net Working Capital (9.3) (1.2)

Change in Net Working Capital (8.1) n/a

As at 30 September 2014 Inventories were £23.2m (2013: £17.8m) as the Group increased its stockholding days to be able to offer better availability to customers and facilitate our expansion into the audio visual category. Average stock days increased to 20 days (2013: 17 days).

Trade and other receivables were £39.1m as at 30 September 2014 (2013: £31.9m) increasing in line

with the increase in turnover. This line includes £21.2m accrued income in relation to product

protection plans (2013: £14.7m). Trade and other payables increased to £71.6m (2013: £50.9m) in

part due to the general growth in sales but also reflecting improved payment terms with creditors and

an increase in stock holding.

Capital Expenditure

Capital expenditure (net of finance leases) for the period was £2.7m (2013: £2.5m), providing

improvements across the Group to infrastructure and systems and fit-out costs for the new head

office, national distribution centre and outbases in Germany.

John Roberts Steve Caunce CEO COO & CFO 25 November 2014 25 November 2014

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CONSOLIDATED INCOME STATEMENT For the six months ended 30 September 2014

Note

Six months ended

30 September 2014 £000

(unaudited)

Six months ended


(unaudited)

Year ended

31 March 2014 £000

(audited)

Revenue 2 217,059 173,535 384,918

Cost of sales (176,195) (140,299) (310,741)

Gross profit 40,864 33,236 74,177

Administrative expenses (39,950) (30,874) (65,976)

Operating profit before exceptional items 4 914 2,362 8,201

Exceptional items 5 - - (15,441)

Operating profit/(loss) 4 914 2,362 (7,240)

Finance income 155 30 80

Finance costs (290) (252) (391)

Profit/(loss) before tax 779 2,140 (7,551)

Tax (286) (538) (2,022)

Profit/(loss) for the period

493 1,602 (9,573)

Earnings/(loss) per share (pence/share)

Basic and diluted earnings/(loss) per share (in pence per share)

6 0.12 0.40 (2.38)

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the six months ended 30 September 2014

Six months ended


(unaudited)

Six months ended


(unaudited)

Year ended

31 March 2014 £000

(audited)

Profit/(loss) for the period 493 1,602 (9,573)

Exchange differences on translation of foreign operations

38 - -

Total comprehensive income for the period

531 1,602 (9,573)

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 September 2014

At 30 September

2014 £000

(unaudited)

At 30 September

2013 £000

(unaudited)

At 31 March

2014 £000

(audited)

Non-current assets

Intangible assets 13,288 12,767 12,830

Property, plant and equipment 12,872 8,229 11,409

Trade and other receivables 13,613 8,402 11,255

Deferred tax asset 359 195 575

40,132 29,593 36,069

Current assets

Inventories 23,230 17,793 15,881

Trade and other receivables 25,523 23,538 21,711

Cash and bank balances 50,068 1,452 55,050

98,821 42,783 92,642

Total assets 138,953 72,376 128,711

Current liabilities

Trade and other payables (71,647) (50,902) (62,918)

Current tax liabilities (322) (1,028) (1,146)

Borrowings (2,032) (2,904) (1,996)

Provisions (900) (737) (209)

(74,901) (55,571) (66,269)

Net current assets/(liabilities) 23,920 (12,788) 26,373

Non-current liabilities

Borrowings (4,183) (2,585) (4,403)

Total liabilities (79,084) (58,156) (70,672)

Net assets 59,869 14,220 58,039

Equity

Share capital 1,053 31 1,053

Share premium account 55,665 - 55,665

Merger reserve 4,368 5,337 4,368

Capital redemption reserve (1,068) (1,068) (1,068)

Share based payments reserve 1,494 - 195

Translation reserve 38 - -

Retained (losses)/earnings (1,681) 9,920 (2,174)

Total equity 59,869 14,220 58,039

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 September 2014

Share

capital £000

Merger reserve

£000

Capital redemption

reserve £000

Translation Reserve

£000

Share premium account

£000

Retained (losses)/ earnings

£000

Share Based

Payments Reserve

£000

Total £000

Balance at 1 April 2013

31 5,337 (1,068) -

- 10,206 - 14,506

Total comprehensive income for the six months

- - - -

- 1,602 - 1,602

Dividends - - - - - (1,888) - (1,888)

Balance at 30 September 2013 (unaudited)

31 5,337 (1,068)

- - 9,920 - 14,220

Share

capital £000

Merger reserve

£000

Capital redemption

reserve £000

Translation Reserve

£000


£000


£000

Share Based

Payments Reserve

£000

Total £000


31 5,337 (1,068) -

- 10,206 - 14,506

Total comprehensive loss for the year

- - - -

- (9,573) - (9,573)

Issue of share capital (net of expenses)

1,022 - - -

55,665 - - 56,687

Share-based payments charge

- - - -

- - 195 195

Dividends - - - - - (2,807) - (2,807)

Expenses incurred as a result of bonus issue

- (969) - -

- - - (969)

Balance at 31 March 2014

1,053 4,368 (1,068) -

55,665 (2,174) 195 58,039

Share

capital £000

Merger reserve

£000

Capital redemption

reserve £000

Translation Reserve

£000


£000


£000

Share Based

Payments Reserve

£000

Total £000


1,053 4,368 (1,068) -

55,665 (2,174) 195 58,039

Total comprehensive income for the six months

- - - 38 - 493 - 531

Share-based payments charge

- - - -

- - 1,299 1,299

Balance at 30 September 2014 (unaudited)

1,053 4,368 (1,068)

38 55,665 (1,681) 1,494 59,869

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CONSOLIDATED STATEMENT OF CASH FLOWS For the six months ended 30 September 2014

Six months ended

30 September

2014 £000

(unaudited)

Six months ended


(unaudited)

Year ended

31 March 2014 £000

(audited)

Cash flows from operating activities

Profit/(loss) for the year 493 1,602 (9,573)

Adjustments for:

Depreciation and amortisation 1,836 1,053 2,796

Finance income (155) (30) (80)

Finance costs 290 252 391

Taxation charge 285 538 2,022

Exceptional items - - 15,441

Share based payment charge 1,299 - 195

Operating cash flows before movement in working capital

4,048 3,415 11,192

Increase in inventories (7,351) (9,085) (7,173)

Increase in trade and other receivables (6,174) (5,114) (6,141)

Increase in trade and other payables 13,141 6,298 18,314

Increase/(decrease) in provisions 690 (120) (647)

306 (8,021) 4,353

Taxation paid (902) (159) (1,906)

Cash generated/(absorbed) from operating activities

3,452 (4,765) 13,639

Cash flows from investing activities

Interest received 155 30 80

Acquisition of property, plant and equipment (2,187) (2,292) (2,788)

Acquisition of intangible assets (550) (221) (493)

Cash used in investing activities (2,582) (2,483) (3,201)

Cash flows from financing activities

Interest paid (290) (252) (391)

Repayment of preference shares - (1,010) (1,010)

Repayment of shareholder loan - (20) (269)

(Repayment of)/new borrowings (286) 11 (1,627)

Payment of finance lease liabilities (928) (351) (1,771)

Dividends paid - (1,888) (2,807)

(Costs settled)/net proceeds from share issue (4,332) - 40,277

Net cash (used in)/from financing activities (5,836) (3,510) 32,402

Net (decrease)/increase in cash (4,966) (10,758) 42,840

Cash and cash equivalents at beginning of period

55,050 12,210 12,210

Exchange losses on cash & cash equivalents (16) - -

Cash and cash equivalents at end of period 50,068 1,452 55,050

The accompanying Notes are integral to this financial information.

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NOTES TO THE UNAUDITED FINANCIAL INFORMATION

1. Basis of preparation

The interim financial information was approved by the Board on 19 November 2014. The financial information for the 6 months ended 30 September 2014 has been reviewed by the Company’s external auditor. Their report is included within this announcement. The financial information for the 6 months ended 30 September 2013 has neither been audited nor reviewed by the external auditor. The financial information for the year ended 31 March 2014 has been based on information in the audited financial statements for that period. The comparative figures for the year ended 31 March 2014 are an abridged version of the Group’s full financial statements and, together with other financial information contained in these interim results, do not constitute statutory financial statements of the Group as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the year ended 31 March 2014 has been delivered to the Registrar of Companies. The auditor has reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or (3) of the Companies Act 2006.

This condensed set of consolidated financial statements has been prepared for the 6 months ended 30 September 2014 and the comparative period has been prepared for the 6 month period ended 30 September 2013. Basis of preparation and accounting policies

The annual financial statements of AO World plc are prepared in accordance with IFRSs as adopted by the European Union. The unaudited condensed consolidated set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union. The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements.

Certain financial data have been rounded. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.

Going concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. This follows a review of the Group’s financial projections and takes into consideration the proceeds received from the Group’s IPO in March 2014 where the Group continues to maintain substantial cash headroom. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

2. Revenue

An analysis of the Group’s revenue is as follows:

Six months ended 30 September

2014 £000

(unaudited)


2013 £000

(unaudited)

Year ended 31 March

2014 £000

(audited)

Own website sales 173,688 125,331 287,109 Third-party website sales and trade sales 34,076 38,310 79,323 Third-party logistics services 9,295 9,894 18,486

217,059 173,535 384,918

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3. Segmental Analysis

Six months ended 30 September 2014 £000 UK Germany Total

Segment EBITDA1 5,169 (2,419) 2,750

Add back Germany set-up costs 904 2,419 3,323

Add back Share-based payment charge 1,271 - 1,271

ADJUSTED EBITDA 7,344 - 7,344

IFRS 8 “Operating Segments” requires operating segments to be determined based on the Group’s internal reporting to the Chief Operating Decision Maker – in our case the Executive Board. As the Group now operates in two principal geographic regions and based on management and internal reporting structure, it has been determined that the UK and Germany should be presented as separate segments.

Given that AO Deutschland does not have a material balance sheet or material sales, full segmental

analysis has not been included but will be in the year end annual report.

The majority of Germany set-up costs have been allocated to the Germany segment. The balance of costs (relating to systems, processes and intellectual property) has remained in the UK segment.

4. Profit/(loss) for the period

The Group has calculated Adjusted EBITDA by adding back those material items of income and expense which, because of the nature and expected infrequency of events giving rise to them, merit separate presentation to allow shareholders to better understand the financial performance of the Group in the year.

Adjusted EBITDA:


2014 £000

(unaudited)


2013 £000

(unaudited)

Year ended 31 March

2014 £000

(audited)

Operating profit/(loss) 914 2,362 (7,240)

Add: Depreciation 1,746 1,012 2,546

Add: Amortisation 90 41 250

EBITDA 2,750 3,415 (4,444)

Exceptional items

IPO cost - - 15,441

Adjustments

Germany set-up costs 3,323 - -

Share based payments charge 1,271 - 195

Adjusted EBITDA 7,344 3,415 11,192

1 EBITDA attributable to operating segments.

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5. Exceptional Items

Non-recurring IPO costs

In March 2014, AO World plc floated on the London Stock Exchange. Non-recurring IPO costs totalled £19.7 million in the year ended 31 March 2014, of which £15.4 million was charged to the income statement and £4.3 million was charged to the share premium account as being directly related to newly issued shares.

6. Earnings/(loss) per share

The calculation of the basic and diluted earnings/(loss) per share is based on the following data:

Six months ended


(unaudited)

Six months ended


(unaudited)

Year ended

31 March 2014 £000

(audited)

Earnings/(loss)

Earnings/(loss) for the purposes of basic, diluted and adjusted earnings per share being profit/(loss) for the year

493 1,602 (9,573) Exceptional items (net of tax) - - 15,441 Germany set-up costs (net of tax) 2,500 - - Shared based payment charge (net of deferred tax)

1,017 - 156

Adjusted earnings 4,010 1,602 6,024

Number of shares

Number of ordinary shares for the purposes of basic and diluted earnings per share

421,052,631

400,000,000

401,672,675

Earnings/(loss) per share (pence/share)

Basic and diluted earnings/(loss) per share (in pence per share)

0.12 0.40 (2.38)

Adjusted earnings per share (in pence per share)

0.95 0.40 1.50

Given the changes in capital structure prior to the IPO, the weighted average number of shares for 2013 is based on the shares in issue immediately pre IPO as per the requirements of IAS 33: Earnings per share.

7. Dividends

A dividend was declared on 19 July 2013 totalling £1.9m and a further dividend was declared on 8 November 2013 for £0.9m taking a full dividend for the year ended March 2014 of £2.8m. No dividend has been declared for this period.

8. Taxation

The tax charge for the period has been provided at the effective rate of 36.7% (2013: 25.1%) representing the best estimate of the average annual effective tax rate expected for the full year applied to the pre tax income for the six month period.

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9. Principal risks and uncertainties

There are a number of potential risks and uncertainties which could have a material impact on the Company’s performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. The directors do not consider that the principal risks and uncertainties have changed since the publication of the annual report for the year ended 31 March 2014. These risks are summarised below, and how the Company seeks to mitigate these risks is set out on pages 32 and 33 of the Annual Report and Accounts 2014 which can be found at www.AO.com/corporate . A summary of the nature of the risks currently faced by the Group is as follows:

Risks relating to the effective operation of the business including the dependence on a single national distribution centre, the interdependence of our IT systems, relationships with manufacturers and changes to search engine algorithms;

Risks relating to acceptance of our customer proposition including failure of our brand, websites and offering to receive wide acceptance, that consumer acceptance of online retailing of MDAs might not increase, and that European expansion is unsuccessful;

Risks relating to people, such as failure to maintain the culture and recruit AO appropriate staff, dependence on executive directors and senior management team, relationships with key suppliers; and

Risks relating to regulatory changes, such as changes to EU or UK consumer protection or employment laws.

Responsibility Statement We confirm that to the best of our knowledge:

The condensed set of financial statements has been prepared in accordance with IAS34 ‘Interim Financial Reporting’.

The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year).

The interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein).

The directors of AO World plc are listed on the Group’s website: www.AO.com/corporate.

By order of the Board:

John Roberts CEO

Steve Caunce COO & CFO

25 November 2014



19

INDEPENDENT REVIEW REPORT TO AO WORLD PLC

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 September 2014 which comprises the consolidated income statement, consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and related Notes 1 to 9. 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.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

We have not audited or reviewed the financial information for the period ended 30 September 2013 which has been included for comparative purposes only, and accordingly do not express an opinion thereon. Directors’ responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

As disclosed in Note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting,” as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, 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 Ireland) 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.

Conclusion

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 September 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom’s Financial Conduct Authority.

Deloitte LLP

Chartered Accountants and Statutory Auditor

Manchester, United Kingdom

25 November 2014

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