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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Jd Sports Fashion Plc | LSE:JD. | London | Ordinary Share | GB00BM8Q5M07 | ORD 0.05P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.30 | 1.07% | 122.95 | 123.10 | 123.15 | 124.05 | 122.00 | 122.65 | 4,009,255 | 16:35:25 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Sport Gds Stores, Bike Shops | 10.54B | 538.8M | 0.1040 | 11.84 | 6.31B |
TIDMJD.
RNS Number : 1267C
JD Sports Fashion Plc
11 April 2017
11 April 2017
JD SPORTS FASHION PLC
PRELIMINARY RESULTS
FOR THE 52 WEEKSED 28 JANUARY 2017
JD Sports Fashion Plc (the "Group"), a leading retailer of sports, fashion and outdoor brands, today announces its Preliminary Results for the 52 weeks ended 28 January 2017 (2016: 52 weeks ended 30 January 2016).
2017 2016 % Change GBP000 GBP000 Revenue 2,378,694 1,821,652 +31% Gross profit % 48.9% 48.5% Operating profit (before exceptional items)* 246,212 158,902 +55% Net interest expense (1,425) (1,775) Profit before tax and exceptional items* 244,787 157,127 +56% Exceptional items (6,419) (25,496) ---------- ---------- Profit before tax 238,368 131,631 +81% ---------- ---------- Basic earnings per ordinary share (a) 18.38p 10.03p Adjusted earnings per ordinary share (a)* 19.04p 12.27p Total dividend payable per ordinary share 1.55p 1.48p Net cash at period end (b) 213,600 209,421
a) The prior year has been restated to reflect the 5:1 share split which was approved by shareholders at a General Meeting on 24 November 2016
b) Net cash consists of cash and cash equivalents together with interest-bearing loans and borrowings
c) Throughout this release '*' indicates first instance of a term defined and explained in the Glossary at the end of these preliminary results
Group Highlights
-- Record result with headline profit before tax and exceptional items of GBP244.8 million (2016: GBP157.1 million) and profit before tax increasing by 81% to GBP238.4 million (2016: GBP131.6 million).
-- A third consecutive year of double digit store LFL* growth in Sports Fashion.
-- European development accelerated with a net increase of 54 stores (2016: 38 stores) for the JD fascia across Europe.
-- As part of our international strategy, a further two stores in Malaysia opened in the year with a further store opened in the new financial year. The first JD store in Australia is due to open shortly.
-- Blacks and Millets delivered a positive result for the first time and the acquisition of the market leading Go Outdoors business will further develop our overall Outdoors proposition.
-- Period end net cash of GBP213.6 million (2016: GBP209.4 million) with the significant investments in the year on both acquisitions, principally Go Outdoors, and capital expenditure funded by the inherently strong cash generative nature of our retail fascias.
-- Total capital expenditure of GBP88.0 million (2016: GBP83.5 million) which is expected to increase further in the new financial year as the international rollout of JD continues to gain momentum.
-- Sales, gross margin and operating profit / (loss) before exceptional items of the two business segments are tabulated below:
Period to 28 January 2017 Sports Fashion Outdoor Total GBP000 GBP000 GBP000 Gross revenue 2,180,553 198,141 2,378,694 Intersegment - - - revenue ----------------- ---------- ---------- Revenue 2,180,553 198,141 2,378,694 ----------------- ---------- ---------- Gross margin % 49.4% 43.7% 48.9% ----------------- ---------- ---------- Operating profit before exceptional items 245,056 1,156 246,212 ----------------- ---------- ---------- Period to 30 January 2016 Sports Fashion Outdoor Total GBP000 GBP000 GBP000 Gross revenue 1,666,477 155,313 1,821,790 Intersegment revenue (138) - (138) ----------------- ---------- ---------- Revenue 1,666,339 155,313 1,821,652 ----------------- ---------- ---------- Gross margin % 49.0% 43.3% 48.5% ----------------- ---------- ---------- Operating profit / (loss) before exceptional items 162,864 (3,962) 158,902 ----------------- ---------- ----------
-- Final dividend payable increased by 4.8% to 1.30p (2016 restated: 1.24p) bringing the total dividends payable for the year to 1.55p (2016 restated: 1.48p) per ordinary share, an increase of 4.7%.
Peter Cowgill, Executive Chairman, said:
"This has been another period of very significant progress for the Group with the headline profit before tax and exceptional items increased by 56% to GBP244.8 million (2016: GBP157.1 million). Over a three year period the result has improved by more than 190% which is an outstanding performance and provides the Group with a robust platform for further development.
"The foundation of this success remains our core Sports Fashion fascias where JD's continued strength in its core markets is increasingly being complemented by momentum in our international development, with a net increase of 54 JD stores across mainland Europe during the year.
"It is a great testament to the strength and quality of the people at every level in our businesses that we have been able to consistently deliver outstanding results over a number of years. Our continued strength is principally due to their talent, energy and commitment and I thank everybody involved across the Group for delivering these excellent results.
"Whilst we must recognise that there are external influences which may impact the latter part of the year, notably inflationary pressures arising from Brexit, the Board remains confident in the robustness of the JD proposition and believes that the Group is well positioned for further profitable growth."
Enquiries:
JD Sports Fashion Plc Tel: 0161 767 1000
Peter Cowgill, Executive Chairman
Brian Small, Chief Financial Officer
MHP Communications Tel: 0203 128 8100
Andrew Jaques
Barnaby Fry
Gina Bell
Executive Chairman's Statement
Introduction
This has been another period of very significant progress for the Group with the headline profit before tax and exceptional items increased by 56% to GBP244.8 million (2016: GBP157.1 million). Over a three year period the result has improved by more than 190% which is an outstanding performance and provides the Group with a robust platform for further development.
The foundation of this success remains our core* Sports Fashion fascias where JD's continued strength in its core markets is increasingly being complemented by momentum in our international development, with a net increase of 54 JD stores across mainland Europe during the year. We firmly believe that our approach of presenting a unique and often exclusive sports and fashion premium brand offer in a truly multichannel environment, where innovative digital technology is integrated into a vibrant retail theatre, continues to increase the attractiveness and desirability of our product ranges. These factors provide our stores with a real point of difference for both consumers and our branded supplier partners.
We are fully aware that athletic inspired footwear and apparel has been on trend throughout Europe for a number of seasons. However, whilst this tailwind has clearly had a positive influence, the key to our success in recent years has been the way that we have leveraged these favourable market conditions with our strengthening profitability, a payback for the investments we have made over a number of years to develop the JD retail concept and strengthen our core commercial practices. We continue to invest in these areas, particularly visual merchandising systems, in-store environment and creative marketing as we believe that it is JD's market leading standards in these areas that resonate with an increasing number of brands. Having flexibility in our brand line up is critical and enables us to maintain a trend appropriate assortment.
Although the UK's vote to leave the European Union means that there will be some uncertainties for the immediately foreseeable future, our international expansion will remain a clear strategic focus. There is an ongoing process to strengthen and build the management team and other core operational infrastructure to support an expansion over a wider geography.
In November we acquired the Go Outdoors business for cash consideration of GBP112.3 million with the Group also assuming net debt of approximately GBP11.4 million. Go Outdoors had 58 stores across the UK at acquisition, the majority of which are in destination locations outside city centres, and was a compelling opportunity for a number of reasons:
-- It is active in a range of categories where the Group has either no presence or only a limited presence, including cycling
-- Its out of town destination format is complementary to the high street model of Blacks and Millets
-- Go Outdoors has considerable expertise in developing consumer engagement through its membership scheme and we believe that there are opportunities to enhance this further by drawing on JD's expertise in multichannel retail
The acquisition of Go Outdoors is currently under review by the Competition and Markets Authority which has issued the Group with an enforcement order which obliges us to operate the Go Outdoors business separately to our pre-existing Outdoors businesses until they have completed their review. We are complying and assisting fully with this process in order that it can be completed in the most timely and efficient manner.
Sports Fashion
Sports Fashion has had an exceptional year with operating profits (before exceptional items) increasing by 50% to GBP245.0 million (2016: GBP162.9 million). Like for like store sales growth in the period across our European fascias (excluding those businesses acquired in the year) was over 10% which was very pleasing given the strong like for like growth achieved in the previous three years. It would be unreasonable to expect like for like sales growth to be maintained at this level for a further year although we are confident of our ability to exploit the opportunities that continue to exist domestically and, increasingly, internationally.
There has been further progress in Europe during the period with new stores in all of our existing territories, including larger space flagship stores in Cologne and Brussels, complemented by two acquisitions:
-- In March we acquired the trade and store assets of the Aktiesport and Perry Sport retail fascias in the Netherlands from the trustee in bankruptcy of Unlimited Sports Group BV. Our initial focus has been to stabilise the distressed position by trading through a disjointed stock position, recommencing the supply chain, determining the optimal future store portfolio and rationalising an unsustainable operational infrastructure. Significant progress has been made in all of these areas, although it is very much an ongoing exercise and we would not expect these fascias, which are complementary rather than a competitor to the JD fascia, to make a significant contribution in the current financial year. We have begun to address the previous underinvestment in the store portfolio with a major refurbishment of the Perry Sport store on Kalverstraat in Amsterdam and a new store for Aktiesport in the Zuidplein Shopping Centre in Rotterdam.
-- In July we acquired 12 stores in Portugal which previously traded as The Athlete's Foot. These stores have now been converted to JD.
Elsewhere in Europe, our Chausport and Sprinter businesses have also both benefitted from the continuation of the favourable market trends and have traded positively in the period. We have also recently agreed a Memorandum of Understanding with Sonae - SGPS, SA. This sets out the basis for the creation of an Iberian Sports Retail Group combining the Group's existing businesses in Spain and Portugal with the Sport Zone business of Sonae, which is one of the largest sports retailers in the region.
Further afield, we expanded our presence in Malaysia during the period with two additional JD stores in Kuala Lumpur and a fourth store, also in Kuala Lumpur, opened after the year end. These are complemented by the acquisition from our joint venture partner (Stream Enterprises) of 20 small multi-brand stores trading as Sports Empire, Revolution and The Marathon Shop. We have also acquired 32 stores trading as Glue and Superglue in Australia. This business and its management will provide the platform to open JD in Australia with development works ongoing for the first store which will be at the Melbourne Central Shopping Centre. This store will open in Spring 2017 and we anticipate further openings elsewhere in Australia during the year.
We are pleased with the positive performance in our principal fashion businesses, in particular Tessuti, which is gaining momentum and regional presence following the acquisition of stores which traded as Infinities, Aspecto, ML Clothing and Xile. Mainline Menswear, which is an online retailer of premium fashion brands, has also performed exceptionally well with the Scotts business maintaining its profitability after strong growth in the previous year. We would anticipate further positive developments in our Fashion businesses in the current financial year as we build on our previous investments to create strong relationships with the major global premium brands.
The customers in our core JD fascia are extremely digitally aware with a high propensity to use social media in their purchasing decisions. Consequently, we continue to invest heavily in creating a technology rich multichannel environment which not only provides the customer with information about the product but also helps increase the desire to purchase. This digitally integrated approach gives positive benefits to our stores as well as our trading websites with online sales now representing 13.2% of total fascia sales (2016: 10.4%) in JD's principal UK and Ireland market.
The overall gross margin in Sports Fashion is slightly higher than the previous year reflecting continuing low markdown levels and the impact of the stronger Euro on JD's Euro denominated businesses where product is sourced and distributed from the UK. The weakening of sterling against the US Dollar after the Brexit vote will cause some headwinds on margin in 2017 but, working with our global brand partners, we believe we are in a reasonable position to mitigate against these.
Outdoor
The Outdoor fascias have made encouraging progress in the year delivering an operating profit for the first time with an overall segment operating profit before exceptional items of GBP1.2m (2016: loss of GBP4.0 million).
The result in the Blacks and Millets business has improved as we see the positive benefits from actions taken previously to simplify the operational leadership, improve the camping offer and reduce the level of markdowns. The smaller Tiso business, which operates largely in Scotland, has also delivered a positive result and having dealt with a number of legacy underperforming stores now has a better platform from which to develop.
Go Outdoors, which we acquired towards the end of the year, has not had a material impact on the current year results. We are confident that this acquisition will enhance our overall Outdoor offer in the longer term although investment in core operational infrastructure, principally IT and Logistics, will be required to enable the business to reach its full potential. We also believe that there will be opportunities for the Go Outdoors business to leverage from the Group's strength and considerable experience in merchandising management.
Margins were improved over the full year with reduced levels of discounting although these were negated slightly by lower margins in the Go Outdoor business. We continually strive for further improvements in margins but the breadth of supply from the key Outdoor brands into the market and the wide availability of vertically sourced product from both specialist and non-specialist retailers means that Outdoor will inevitably remain a competitive sector.
Financial Summary
Revenue, gross margin and overheads
Total revenue increased by 31% in the year to GBP2,378.7 million (2016: GBP1,821.7 million). Like for like store sales for the 52 week period across all Group fascias, including those in Europe, increased by a further 10%, which was another exceptional performance given the growth seen in previous years.
Total gross margin in the year of 48.9% was slightly ahead of the prior year (2016: 48.5%). Both segments saw improved margins with Sports Fashion increased to 49.4% (2016: 49.0%) and Outdoor increased to 43.7% (2016: 43.3%).
Operating profits and results
Operating profit (before exceptional items) increased substantially by GBP87.3 million to GBP246.2 million (2016: GBP158.9 million) driven by a very strong performance in Sports Fashion with Outdoor delivering a profit for the first time. Operating profit (before exceptional items) has now increased by approximately 140% over the last two financial years (2015: GBP102.2 million).
There were exceptional items in the year of GBP6.4 million (2016: GBP25.5 million) from the impairment of certain intangible assets.
The exceptional items comprised:
2017 2016 GBPm GBPm Non-cash impairment of intangible assets (1) 6.4 10.6 Termination of project to replace core IT systems (2) - 14.9 Total exceptional charge 6.4 25.5 ====== ======
1. The charge in the period to 28 January 2017 relates to the non-cash impairment of the fascia name balance arising in prior years on the acquisition of ActivInstinct Limited, the fascia name arising in the year on the acquisition of Aspecto Holdings Limited and Infinities Retail Group Holdings Limited and the impairment of the goodwill arising in the year on the acquisition of 2Squared Agency Limited. The charge in the period to 30 January 2016 relates to the non-cash impairment of the goodwill arising in prior years on the acquisition of ActivInstinct Limited, a partial impairment of the Blacks fascia name and the impairment of other goodwill and fascia name balances which were not significant.
2. One off exceptional charge in the period to 30 January 2016 writing off costs incurred on a terminated IT project.
Group profit before tax in the year ultimately increased by 81% to GBP238.4 million (2016: GBP131.6 million).
Working Capital and Cash
The net cash balance at the end of the year was GBP213.6 million (2016: GBP209.4 million) with the expansionary investments, comprising both acquisitions and capital expenditure, funded by strong cash generation from the ongoing trading in our core retail fascias combined with an ongoing focus on robust stock management disciplines.
Cash consideration on acquisitions in the year, net of cash acquired, was GBP138.6m (2016: GBPnil). We will continue to make selected acquisitions and investments where they benefit our strategic development.
Gross capital expenditure (excluding disposal costs) increased by GBP4.5 million to GBP88.0 million (2016: GBP83.5 million). The primary focus of our capital expenditure remains our retail fascias with the spend in the year increasing by GBP12.3 million to GBP64.0 million (2016: GBP51.7 million). International expansion now accounts for more than 50% of this spend with capital expenditure in our retail fascias outside of our core UK and Ireland markets increased by GBP9.7 million to GBP35.7 million (2016: GBP26.0 million). Given our focus on international development and the increased number of territories that the Group operates in, we would anticipate a significant increase in the expenditure on our retail fascias in the new financial year.
Elsewhere, we have now commenced a project to expand our internal use of the existing Kingsway warehouse site. This will be completed later in this financial year with a total projected cost of approximately GBP20 million. Work will also commence shortly on the construction of a 352,000 sqft extension to the Kingsway facility with the site scheduled to be handed over in Spring 2018. The subsequent cost that the Group will incur for the initial phase of fitting out this site, including automation equipment, has been estimated at up to GBP42 million although the majority of this spend will be incurred in the financial year to 2 February 2019.
Store Portfolio
During the period, store numbers have moved as follows:
Sports Fashion Fascias
Sub-Total (Store JD JD JD JD Nos.) UK & Europe Asia Size & Size? Chausport Sprinter SUR Australia Other Total ROI Period start 361 103 1 36 501 72 104 - - 59 736 New stores 21 46 2 2 71 4 16 1 - 6 98 Transfers - 1 - 1 2 - - (1) - (1) - Acquired - 12 - - 12 - - 187 32 42 273 Closures (13) (5) - (2) (20) (1) (1) (23) - (12) (57) ------ -------- ------ ------ ---------- ----------- ---------- ------ ----------- ------- ------- Period end 369 157 3 37 566 75 119 164 32 94 1,050 ------ -------- ------ ------ ---------- ----------- ---------- ------ ----------- ------- ------- (000 Sq Ft) Period start 1,371 222 4 63 1,660 81 973 - - 144 2,858 New stores 88 144 15 3 250 4 109 4 - 16 383 Extensions 20 2 - - 22 - - - - - 22 Transfers - 4 - 1 5 - - (4) - (1) - Acquired - 21 - - 21 - - 949 130 121 1,221 Closures (50) (7) - (2) (59) (2) (13) (113) - (35) (222) Period end 1,429 386 19 65 1,899 83 1,069 836 130 245 4,262 ------ -------- ------ ------ ---------- ----------- ---------- ------ ----------- ------- -------
In addition, there were eight JD branded Gyms at the period end after four openings in the year.
Outdoor Fascias
(Store Ultimate Go Nos.) Blacks Millets Outdoors Tiso Outdoors Total Period start 60 99 7 16 - 182 New stores 3 7 - - - 10 Transfers - - - - - - Acquired - - - - 58 58 Closures (4) (7) - (1) - (12) --------- ---------- ---------- ------- ---------- -------- Period end 59 99 7 15 58 238 --------- ---------- ---------- ------- ---------- -------- (000 Sq Ft) Period start 207 205 163 97 - 672 New stores 11 12 - - - 23 Transfers 1 (1) - - - - Acquired - - - - 1,699 1,699 Closures (15) (17) - (3) - (35) Period end 204 199 163 94 1,699 2,359 --------- ---------- ---------- ------- ---------- --------
Dividends and Earnings per Share
The Board proposes paying a final dividend of 1.30p (2016 restated: 1.24p) bringing the total dividend payable for the year to 1.55p (2016 restated: 1.48p) per ordinary share, an increase of 4.7%. The proposed final dividend will be paid on 31 July 2017 to all shareholders on the register at 23 June 2017. We believe that this level of dividend strikes a fair balance for shareholders with appropriate capital retained to facilitate ongoing developments, particularly investment in the international Sports Fashion fascias, which will drive success for the Group, and therefore increased benefits to shareholders, over the longer term.
The adjusted earnings per ordinary share before exceptional items have increased by 55% to 19.04p (2016 restated: 12.27p).
The basic earnings per ordinary share have increased by 83% to 18.38p (2016 restated: 10.03p).
People
It is a great testament to the strength and quality of the people at every level in our businesses that we have been able to consistently deliver outstanding results over a number of years. Our continued strength is principally due to their talent, energy and commitment and I thank everybody involved across the Group for delivering these excellent results.
Given the importance of our people, we were greatly disappointed to be the subject of allegations made in late 2016 about working practices in our Kingsway warehouse, a sophisticated, efficient and fast growing facility which we are very proud of. As the wellbeing of all staff is a key priority for the Group and it is an area where we strive continually to improve performance, the Board appointed Deloitte to conduct an independent review of the allegations made. That review has now been completed and Deloitte's conclusion was that the allegations did not represent a balanced characterisation of working practices at Kingsway. As before, we remain committed to continually reviewing and implementing improvements in day to day procedures there.
Current Trading and Outlook
Whilst we must recognise that there are external influences which may impact the latter part of the year, notably inflationary pressures arising from Brexit, the Board remains confident in the robustness of the JD proposition and believes that the Group is well positioned for further profitable growth.
Given the significant shift in the timing of Easter this year, it is not relevant at this time to report any comparative current year trading figures.
Our next scheduled update will be the announcement of our Interim Results on 12 September 2017.
Peter Cowgill
Executive Chairman
11 April 2017
Consolidated Income Statement
For the 52 weeks ended 28 January 2017
52 weeks 52 weeks to to Note 28 January 30 January 2017 2016 GBP000 GBP000 Revenue 2,378,694 1,821,652 Cost of sales (1,215,053) (937,431) ------------- ------------- Gross profit 1,163,641 884,221 Selling and distribution expenses - normal (812,972) (648,333) Administrative expenses - normal (106,272) (78,228) Administrative expenses - exceptional (6,419) (25,496) Other operating income 1,815 1,242 Operating profit 239,793 133,406 Before exceptional items 246,212 158,902 Exceptional items 2 (6,419) (25,496) ------------- Operating profit 239,793 133,406 Financial income 767 388
Financial expenses (2,192) (2,163) ------------- ------------- Profit before tax 238,368 131,631 Income tax expense (53,788) (31,001) Profit for the period 184,580 100,630 ------------- ------------- Attributable to equity holders of the parent 178,914 97,634 Attributable to non-controlling interest 5,666 2,996 Basic earnings per ordinary share 3 18.38p 10.03p ------------- ------------- Diluted earnings per ordinary share 3 18.38p 10.03p ------------- -------------
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 28 January 2017
52 weeks 52 weeks to to 28 January 30 January 2017 2016 GBP000 GBP000 Profit for the period 184,580 100,630 Other comprehensive income: Items that may be classified subsequently to the Consolidated Income Statement: Exchange differences on translation of foreign operations 22,551 4,144 Total other comprehensive income for the period 22,551 4,144 ------------ ------------ Total comprehensive income and expense for the period (net of income tax) 207,131 104,774 ------------ ------------ Attributable to equity holders of the parent 197,761 101,828 Attributable to non-controlling interest 9,370 2,946 ------------ ------------
Consolidated Statement of Financial Position
As at 28 January 2017
As at As at 28 January 30 January 2017 2016 GBP000 GBP000 Assets Intangible assets 190,902 73,611 Property, plant and equipment 235,762 173,317 Other assets 38,103 33,191 Deferred tax assets - 482 Total non-current assets 464,767 280,601 ------------ ------------ Inventories 348,007 238,324 Trade and other receivables 118,602 56,375 Cash and cash equivalents 247,560 215,996 ------------ ------------ Total current assets 714,169 510,695 ------------ ------------ Total assets 1,178,936 791,296 ------------ ------------ Liabilities Interest-bearing loans and borrowings (31,431) (6,301) Trade and other payables (469,062) (324,964) Provisions (1,015) (1,132) Income tax liabilities (33,648) (15,757) ------------ ------------ Total current liabilities (535,156) (348,154) ------------ ------------ Interest-bearing loans and borrowings (2,529) (274) Other payables (53,179) (40,834) Provisions (1,038) (1,209) Deferred tax liabilities (8,192) - ------------ ------------ Total non-current liabilities (64,938) (42,317) ------------ ------------ Total liabilities (600,094) (390,471) ------------ ------------ Total assets less total liabilities 578,842 400,825 ------------ ------------ Capital and reserves Issued ordinary share capital 2,433 2,433 Share premium 11,659 11,659 Retained earnings 543,268 378,898 Other reserves (5,110) (10,570) Total equity attributable to equity holders of the parent 552,250 382,420 Non-controlling interest 26,592 18,405 ------------ ------------ Total equity 578,842 400,825 ------------ ------------
Consolidated Statement of Changes in Equity
For the 52 weeks ended 28 January 2017
Total Equity Foreign Attributable Ordinary Currency to Equity Share Share Retained Treasury Other Translation Holders Capital Premium Earnings Reserve Equity Reserve of The GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 Parent GBP000 Balance at 31 January 2015 2,433 11,659 297,161 - (3,073) (11,691) 296,489 Profit for the period - - 97,634 - - - 97,634 Other comprehensive income: Exchange differences on translation of foreign operations - - - - - 4,194 4,194 Total other comprehensive income - - - - - 4,194 4,194 ------ ---------- ----------- ----------- --------- -------------- -------------- Total comprehensive income for the period - - 97,634 - - 4,194 101,828 Dividends to equity holders - - (13,820) - - - (13,820) Acquisition of non-controlling interest - - (2,077) - - - (2,077) Balance at 30 January 2016 2,433 11,659 378,898 - (3,073) (7,497) 382,420 Profit for the period - - 178,914 - - - 178,914 Other comprehensive income: Exchange differences on translation of foreign operations - - - - - 18,847 18,847 ------ ---------- ----------- ----------- --------- -------------- -------------- Total other comprehensive income - - - - - 18,847 18,847 ------ ---------- ----------- ----------- --------- -------------- -------------- Total comprehensive income for the period - - 178,914 - - 18,847 197,761 Repurchase of share capital held as Treasury Shares (15,926) (15,926) Dividends to equity holders - - (14,501) - - - (14,501) Put options held by non-controlling interest - - (2,180) - 2,539 - 359 Acquisition of non-controlling interest - - 2,052 - - - 2,052 Divestment of non-controlling interest - - 85 - - - 85 Balance at 28 January 2017 2,433 11,659 543,268 (15,926) (534) 11,350 552,250 ------ ---------- ----------- ----------- --------- -------------- --------------
Consolidated Statement of Changes in Equity (continued)
For the 52 weeks ended 28 January 2017
Total Equity Attributable Non-Controlling to Equity Interest Total Holders GBP000 Equity of The GBP000 Parent GBP000 Balance at 31 January 2015 296,489 13,502 309,991 Profit for the period 97,634 2,996 100,630 Other comprehensive income: Exchange differences on translation of foreign operations 4,194 (50) 4,144 Total other comprehensive income 4,194 (50) 4,144 ----------- ------------------ ----------- Total comprehensive income for the period 101,828 2,946 104,774 Dividends to equity holders (13,820) (120) (13,940) Acquisition of non-controlling interest (2,077) 2,077 - Balance at 30 January 2016 382,420 18,405 400,825 Profit for the period 178,914 5,666 184,580 Other comprehensive income: Exchange differences on translation of foreign operations 18,847 3,704 22,551 ----------- ------------------ ----------- Total other comprehensive income 18,847 3,704 22,551 ----------- ------------------ ----------- Total comprehensive income for the period 197,761 9,370 207,131 Repurchase of share capital held as Treasury Shares (15,926) - (15,926) Dividends to equity holders (14,501) (656) (15,157) Put options held by non-controlling interest 359 - 359 Acquisition of non-controlling interest 2,052 (2,052) - Divestment of non-controlling interest 85 (85) - Non-controlling interest arising on acquisition - 1,610 1,610 Balance at 28 January 2017 552,250 26,592 578,842 ----------- ------------------ -----------
Consolidated Statement of Cash Flows
For the 52 weeks ended 28 January 2017
52 weeks 52 weeks to to 28 January 30 January 2017 2016 GBP000 GBP000 Cash flows from operating activities Profit for the period 184,580 100,630 Income tax expense 53,788 31,001 Financial expenses 2,192 2,163 Financial income (767) (388) Depreciation and amortisation of non-current assets 62,370 48,778 Forex (gains) / losses on monetary assets and liabilities (5,371) 7,997 Loss on disposal of non-current 320 - assets Termination of IT project - 14,896 Impairment of intangible fixed assets 6,419 10,600 Increase in inventories (21,240) (13,304) (Increase) / decrease in trade and other receivables (4,594) 47 Increase in trade and other payables 43,895 55,738 Interest paid (2,192) (2,163) Income taxes paid (40,139) (29,981) ------------ ------------ Net cash from operating activities 279,261 226,014 ------------ ------------ Cash flows from investing activities Interest received 767 388 Proceeds from sale of non-current assets 2,431 1,145 Investment in bespoke software development (3,843) (4,401) Acquisition of property, plant and equipment (77,229) (72,765) Acquisition of non-current other assets (6,886) (6,343) Acquisition of subsidiaries, (138,568) - net of cash acquired Net cash used in investing activities (223,328) (81,976) ------------ ------------ Cash flows from financing activities Repayment of interest-bearing loans and borrowings (3,133) (191) Repayment of finance lease liabilities (148) (30) Draw down of finance lease liabilities - 75 Repayment of syndicated bank facility - (31,000) Subsidiary shares repurchased (14,815) - and held as Treasury Shares Equity dividends paid (14,501) (13,820) Dividends paid to non-controlling interest in subsidiaries (656) (120) ------------ ------------ Net cash used in financing activities (33,253) (45,086) ------------ ------------ Net increase in cash and cash equivalents 22,680 98,952 Cash and cash equivalents at the beginning of the period 209,859 115,697 Foreign exchange gains / (losses) on cash and cash equivalents 1,796 (4,790) ------------ ------------ Cash and cash equivalents at the end of the period 234,335 209,859 ------------ ------------
Analysis of Net Cash
As at 28 January 2017
On acquisition At 30 of subsidiaries Non- At 28 January GBP000 Cash cash January 2016 flow movements 2017 GBP000 GBP000 GBP000 GBP000 Cash at bank and in hand 215,996 10,669 19,099 1,796 247,560 Overdrafts (6,137) (6,125) (963) - (13,225) ---------- ----------------- --------- ------------ ---------- Cash and cash equivalents 209,859 4,544 18,136 1,796 234,335 Interest-bearing loans and borrowings: Bank loans (54) (21,920) 2,858 - (19,116) Finance lease liabilities (108) (1,004) 148 - (964) Other loans (276) (654) 275 - (655) ---------- ----------------- --------- ------------ ---------- 209,421 (19,034) 21,417 1,796 213,600 ---------- ----------------- --------- ------------ ---------- 1. Segmental analysis
IFRS 8 'Operating Segments' requires the Group's segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker to allocate resources to the segments and to assess their performance. The Chief Operating Decision Maker is considered to be the Executive Chairman of JD Sports Fashion Plc.
Information reported to the Chief Operating Decision Maker is focused on the nature of the businesses within the Group. The Group's operating and reportable segments under IFRS 8 are therefore as follows:
-- Sports Fashion - includes the results of JD Sports Fashion Plc, John David Sports Fashion (Ireland) Limited, Spodis SA, Champion Sports Ireland, JD Sprinter Holdings 2010 SL (including subsidiary companies), JD Sports Fashion BV, Sports Unlimited Retail BV, JD Sports Fashion Germany GmbH, JD Sports Fashion SRL, JD Sports Fashion Belgium BVBA, JD Sports Fashion Sweden AB, JD Sports Fashion Denmark ApS, JD Sports Fashion SDN BHD, JD Sports Fashion Holdings Aus Pty (including subsidiary companies), Size GmbH, ActivInstinct Limited, JD Gyms Limited, Duffer of St George Limited, Topgrade Sportswear Limited, Kooga Rugby Limited, Focus Brands Limited (including subsidiary companies), Kukri Sports Limited (including global subsidiary companies), Source Lab Limited, R.D. Scott Limited, Tessuti Group Limited (including subsidiary companies), Nicholas Deakins Limited, Cloggs Online Limited, Clothingsites.co.uk Limited, Ark Fashion Limited, 2Squared Agency Limited, 2Squared Retail Limited and Mainline Menswear Limited .
-- Outdoor - includes the results of Blacks Outdoor Retail Limited, Tiso Group Limited (including subsidiary companies) and Go Outdoors Topco Limited (including subsidiary companies).
The Chief Operating Decision Maker receives and reviews segmental operating profit. Certain central administrative costs including Group Directors' salaries are included within the Group's core 'Sports Fashion' result. This is consistent with the results as reported to the Chief Operating Decision Maker.
IFRS 8 requires disclosure of information regarding revenue from major products and customers. The majority of the Group's revenue is derived from the retail of a wide range of apparel, footwear and accessories to the general public. As such, the disclosure of revenues from major customers is not appropriate. Disclosure of revenue from major product groups is not provided at this time due to the cost involved to develop a reliable product split on a same category basis across all companies in the Group.
Intersegment transactions are undertaken in the ordinary course of business on arm's length terms.
The Board consider that certain items are cross divisional in nature and cannot be allocated between the segments on a meaningful basis. Net funding costs and taxation are treated as unallocated reflecting the nature of the Group's syndicated borrowing facilities and its tax group. Drawdowns from the Group's syndicated borrowing facility of GBPnil (2016: GBPnil), a deferred tax liability of GBP8,192,000 (2016: asset of GBP482,000) and an income tax liability of GBP33,648,000 (2016: GBP15,757,000) are included within the unallocated segment.
Each segment is shown net of intercompany transactions and balances within that segment. The eliminations remove intercompany transactions and balances between different segments which primarily relate to the net down of long term loans and short term working capital funding provided by JD Sports Fashion Plc (within Sports Fashion) to other companies in the Group, and intercompany trading between companies in different segments.
Business Segments
Information regarding the Group's reportable operating segments for the 52 weeks to 28 January 2017 is shown below:
Income statement Sports Fashion Outdoor Total GBP000 GBP000 GBP000 Gross revenue 2,180,553 198,141 2,378,694 Intersegment revenue - - - ---------- ---------- ---------- Revenue 2,180,553 198,141 2,378,694 ---------- ---------- ---------- Operating profit before exceptional items 245,056 1,156 246,212 Exceptional items (6,419) - (6,419) ---------- ---------- ---------- Operating profit 238,637 1,156 239,793 Financial income 767 Financial expenses (2,192) ---------- ---------- ---------- Profit before tax 238,368 Income tax expense (53,788) ---------- ---------- ---------- Profit for the period 184,580 ---------- ---------- ---------- Total assets and liabilities Sports Outdoor Unallocated Eliminations Total Fashion GBP000 GBP000 GBP000 GBP000 GBP000 Total assets 994,547 255,949 - (71,560) 1,178,936 Total liabilities (463,364) (166,450) (41,840) 71,560 (600,094) ---------- ---------- ------------ ------------- ---------- Total segment net assets / (liabilities) 531,183 89,499 (41,840) - 578,842 ---------- ---------- ------------ ------------- ---------- Other segment information Sports Outdoor Total Fashion GBP000 GBP000 GBP000 Capital expenditure: Software development 3,843 - 3,843 Property, plant and equipment 72,741 4,488 77,229 Non-current other assets 6,886 - 6,886 --------- -------- -------- Depreciation, amortisation and impairments: Depreciation and amortisation of non-current assets 57,353 5,017 62,370 Impairment of intangible assets 6,419 - 6,419 Impairment of non-current assets (698) 705 7 --------- -------- --------
The comparative segmental results for the 52 weeks to 30 January 2016 are as follows:
Income statement Sports Fashion Outdoor Total GBP000 GBP000 GBP000 Gross revenue 1,666,477 155,313 1,821,790 Intersegment revenue (138) - (138) ---------- ---------- ---------- Revenue 1,666,339 155,313 1,821,652 ---------- ---------- ---------- Operating profit / (loss) before exceptional items 162,864 (3,962) 158,902 Exceptional items (21,634) (3,862) (25,496) ---------- ---------- ---------- Operating profit / (loss) 141,230 (7,824) 133,406 Financial income 388 Financial expenses (2,163) ---------- ---------- ---------- Profit before tax 131,631 Income tax expense (31,001) ---------- ---------- ---------- Profit for the period 100,630 ---------- ---------- ---------- Total assets and liabilities Sports Outdoor Unallocated Eliminations Total Fashion GBP000 GBP000 GBP000 GBP000 GBP000 Total assets 792,411 82,016 482 (83,613) 791,296 Total liabilities (336,736) (121,591) (15,757) 83,613 (390,471) ---------- ----------- ------------ ------------- ---------- Total segment net assets / (liabilities) 455,675 (39,575) (15,275) - 400,825 ---------- ----------- ------------ ------------- ---------- Other segment information Sports Outdoor Total Fashion GBP000 GBP000 GBP000 Capital expenditure: Software development 4,401 - 4,401 Property, plant and equipment 69,025 3,740 72,765 Non-current other assets 6,343 - 6,343 Depreciation, amortisation and impairments: Depreciation and amortisation of non-current assets 45,326 3,452 48,778 Impairment of intangible assets 6,739 3,861 10,600 Termination of IT project 14,896 - 14,896 Impairment of non-current assets 843 584 1,427 --------- -------- --------
Geographical Information
The Group's operations are located in the UK, Republic of Ireland, France, Spain, Germany, the Netherlands, Italy, Portugal, Sweden, Denmark, Belgium, Malaysia, Australia, New Zealand, Canada, Dubai, Singapore and Hong Kong.
The following table provides analysis of the Group's revenue by geographical market, irrespective of the origin of the goods / services:
2017 2016 GBP000 GBP000 UK 1,655,537 1,407,866 Europe 656,858 391,954 Rest of world 66,299 21,832 ---------- ---------- 2,378,694 1,821,652 ---------- ----------
The revenue from any individual country, with the exception of the UK, is not more than 10% of the Group's total revenue.
The following is an analysis of the carrying amount of segmental non-current assets by the geographical area in which the assets are located:
2017 2016 GBP000 GBP000 UK 284,655 183,623 Europe 163,316 96,437 Rest of world 16,796 541 -------- -------- 464,767 280,601 -------- -------- 2. Exceptional items 52 weeks 52 weeks to to 28 January 30 January 2017 2016 GBP000 GBP000 Impairment of goodwill, brand names and fascia names (1) 6,419 10,600 Termination of project to replace core IT systems (2) - 14,896 ------------ ------------- Administrative expenses - exceptional 6,419 25,496 Total Exceptional Items 6,419 25,496 ------------ -------------
1. The charge in the period to 28 January 2017 relates to the non-cash impairment of the fascia name balance arising in prior years on the acquisition of ActivInstinct Limited, the fascia name arising in the year on the acquisition of Aspecto Holdings Limited and Infinities Retail Group Holdings Limited and the impairment of the goodwill arising in the year on the acquisition of 2Squared Agency Limited. The charge in the period to 30 January 2016 relates to the non-cash impairment in the period of the goodwill arising in prior years on the acquisition of ActivInstinct Limited, a partial impairment of the Blacks fascia name and the impairment of other goodwill and fascia name balances which were not significant.
2. One off exceptional charge in the period to 30 January 2016 writing off costs incurred on a terminated IT project.
These selling and distribution expenses and administrative expenses are exceptional items as they are, in aggregate, material in size and/or unusual or infrequent in nature.
3. Earnings per ordinary share
Basic and diluted earnings per ordinary share
The calculation of basic and diluted earnings per ordinary share at 28 January 2017 is based on the profit for the period attributable to equity holders of the parent of GBP178,914,000 (2016: GBP97,634,000) and a weighted average number of ordinary shares outstanding during the 52 week period ended 28 January 2017 of 973,233,160 (2016 restated: 973,233,160).
An Ordinary Resolution was passed at the Annual General Meeting, effective 24 November 2016, resulting in a share split whereby five Ordinary shares were issued for each Ordinary share. In accordance with IAS 33, the number of shares outstanding before the event has been adjusted for the proportionate change as if the event had occurred at the beginning of the earliest period presented.
52 weeks 52 weeks to to 28 January 30 January 2017 2016 (restated) Issued ordinary shares at beginning and end of period 973,233,160 973,233,160 ------------ ----------------
Adjusted basic and diluted earnings per ordinary share
Adjusted basic and diluted earnings per ordinary share have been based on the profit for the period attributable to equity holders of the parent for each financial period but excluding the post-tax effect of certain exceptional items. The Directors consider that this gives a more meaningful measure of the underlying performance of the Group.
52 weeks 52 weeks to to 28 January 30 January Note 2017 2016 GBP000 GBP000 (restated) Profit for the period attributable to equity holders of the parent 178,914 97,634 Exceptional items excluding loss on disposal of non-current assets 2 6,419 25,496 Tax relating to exceptional items - (3,737) Profit for the period attributable to equity holders of the parent excluding exceptional items 185,333 119,393 ------------ ---------------- Adjusted basic and diluted earnings per ordinary share 19.04p 12.27p ------------ ---------------- 4. Acquisitions
Current period acquisitions
Sports Unlimited Retail BV
On 20 March 2016, the Group acquired, via its newly incorporated subsidiary Sports Unlimited Retail BV, the trading assets and trade of the Aktiesport and Perry Sport fascias from the Trustee of Unlimited Sports Group BV which was declared bankrupt by the court of Amsterdam on 23 February 2016. On acquisition there were 187 stores and two trading websites.
The Board believes that the cash consideration of EUR26.5 million represents the current best estimates of the fair value of the net assets acquired. The provisional goodwill calculation is summarised below:
Provisional Measurement fair value Book adjustments at 28 January value GBP000 2017 GBP000 GBP000 Acquiree's net assets at acquisition date: Property, plant & equipment 3,929 - 3,929 Inventories 23,330 5,242 28,572 Cash 58 - 58 Trade and other payables (8,364) (2,135) (10,499) Provisions - (3,107) (3,107) Net identifiable assets 18,953 - 18,953 --------- -------------- ---------------- Goodwill on acquisition - --------- -------------- ---------------- Consideration paid - satisfied in cash 18,953 --------- -------------- ----------------
Included in the 52 week period ended 28 January 2017 is revenue of GBP81,317,000 and a loss before tax of GBP7,904,000 in respect of Sports Unlimited Retail BV.
JD Sports Fashion SDN BHD
On 28 April 2016, the Group acquired via its 50% subsidiary in Malaysia, JD Sports Fashion SDN BHD, 20 multi-brand Sports Fashion stores and a trading website which trade as Sports Empire, Revolution and The Marathon Shop from Runners World SDN BHD. JD Sports Fashion SDN BHD is an entity controlled by the Group and therefore the results and financial position of the entity are consolidated into the financial statements of the Group. The cash consideration payable on this transaction was MYR 20.7 million.
The Board believes that the cash consideration of MYR 20.7 million represents the current best estimates of the fair value of the net assets acquired. The provisional goodwill calculation is summarised below:
Provisional Measurement fair value Book adjustments at 28 January value GBP000 2017 GBP000 GBP000 Acquiree's net assets at acquisition date: Intangible assets 823 260 1,083 Property, plant & equipment 356 - 356 Other non-current assets 249 - 249 Inventories 2,018 - 2,018 Deferred tax liabilities - (260) (260) Net identifiable assets 3,446 - 3,446 --------- -------------- ---------------- Goodwill on acquisition - --------- -------------- ---------------- Consideration paid - satisfied in cash 3,446 --------- -------------- ----------------
Included in the 52 week period ended 28 January 2017 is revenue of GBP10,176,000 and profit before tax of GBP486,000 in respect of JD Sports Fashion SDN BHD.
Sportiberica Sociedade de Artigos de Desporto, S. A.
On 1 July 2016, the Group acquired, both directly and via its 50.1% owned subsidiary JD Sprinter Holdings 2010 SL, an aggregate of 80% of the issued share capital of Sportiberica Sociedade de Artigos de Desporto S.A ("Sportiberica") for cash consideration of EUR4.2 million with additional consideration of up to EUR0.5 million payable if certain criteria are met. At acquisition, management believed that the criteria would be met for the maximum consideration to be payable and therefore management believes that the fair value of the total consideration at this time is EUR4.7 million.
The Board believes that the excess of cash consideration paid over net identifiable assets on acquisition of GBP1,422,000 is best considered as goodwill on acquisition representing anticipated future operating synergies. The provisional goodwill calculation is summarised below:
Provisional Measurement fair value Book adjustments at 28 January value GBP000 2017 GBP000 GBP000 Acquiree's net assets at acquisition date: Property, plant & equipment 183 - 183 Other non-current assets 42 - 42 Inventories 2,821 - 2,821 Cash 679 - 679 Trade and other receivables 866 - 866 Income tax assets 36 - 36 Trade and other payables (1,540) - (1,540) Interest bearing loans and borrowings (705) - (705) Net identifiable assets 2,382 - 2,382 --------- -------------- ---------------- Non - controlling interest (476) - (476) Goodwill on acquisition 1,422 --------- -------------- ---------------- Consideration paid - satisfied in cash 2,971 Contingent consideration 357 --------- -------------- ---------------- Total Consideration 3,328 --------- -------------- ----------------
Included in the 52 week period ended 28 January 2017 is revenue of GBP6,411,000 and a loss before tax of GBP1,288,000 In respect of Sportiberica.
Next Athleisure Pty Limited
On 26 August 2016, the Group acquired, via its newly incorporated subsidiary JD Sports Fashion Holdings Australia Pty, 80% of the issued ordinary share capital of Next Athleisure Pty Limited for consideration of $6.6 million AUD and has also advanced $2.4 million AUD to allow it to settle an element of its indebtedness. Next Athleisure Pty Limited operates 32 stores and a trading website in Australia under the Glue and Superglue retail banners.
The Board believes that the cash consideration of $6.6 million represents the current best estimates of the fair value of net assets acquired. The provisional goodwill calculation is summarised below:
Provisional Measurement fair value Book adjustments at 28 January value GBP000 2017 GBP000 GBP000 Acquiree's net assets at acquisition date: Intangible assets 4,821 2,810 7,631 Property, plant & equipment 5,150 599 5,749 Other non-current assets 2 - 2 Inventories 9,428 851 10,279 Cash 471 137 608 Trade and other receivables 2,683 108 2,791 Income tax assets 159 11 170 Deferred tax liabilities 1,510 (2,092) (582) Trade and other payables (11,903) (1,093) (12,996) Interest bearing loans and borrowings (7,998) (821) (8,819) Net identifiable assets 4,323 510 4,833 --------- -------------- ---------------- Non - controlling interest (865) (102) (967) Goodwill on acquisition - --------- -------------- ---------------- Consideration paid - satisfied in cash 3,420 Consideration as loan owed to NCI 446 --------- -------------- ---------------- Total Consideration 3,866 --------- -------------- ----------------
Included in the 52 week period ended 28 January 2017 is revenue of GBP32,017,000 and a loss before tax of GBP91,000 in respect of Next Athleisure Pty Limited.
Go Outdoors Topco Limited
On 27 November 2016, the Group acquired 100% of the issued ordinary share capital of Go Outdoors Topco Limited ('Go Outdoors') for consideration of GBP112,305,000 with the Group assuming net debt of GBP11,359,000 as part of the transaction. Go Outdoors is a nationwide omnichannel retailer catering for the outdoor enthusiast and specialist alike with 58 stores across the UK at acquisition, the majority of which are situated in out of town retail parks.
Included within the fair value of net identifiable assets on acquisition are intangible assets of GBP66,729,000; GBP59,076,000 representing the 'GO Outdoors' fascia name and GBP7,653,000 of brands.
The Board believes that the excess of cash consideration paid over net identifiable assets on acquisition of GBP44,434,000 is best considered as goodwill on acquisition representing the strategic benefit of a larger Outdoor operation in the Group. The provisional goodwill calculation is summarised below:
Provisional Measurement fair value Book adjustments at 28 January value GBP000 2017 GBP000 GBP000 Acquiree's net assets at acquisition date: Intangible assets 319 66,410 66,729 Property, plant & equipment 28,495 (2,518) 25,977 Inventories 40,354 - 40,354 Cash 8,821 - 8,821 Trade and other receivables 7,251 - 7,251 Income tax liabilities (897) - (897) Deferred tax liabilities (48) (11,323) (11,371) Trade and other payables (48,240) (573) (48,813) Interest bearing loans and borrowings (20,180) - (20,180) Net identifiable assets 15,875 51,996 67,871 --------- -------------- ---------------- Goodwill on acquisition 44,434 --------- -------------- ---------------- Consideration paid - satisfied in cash 112,305 --------- -------------- ----------------
Included in the 52 week period ended 28 January 2017 is revenue of GBP34,183,000 and a loss before tax of GBP93,000 in respect of Go Outdoors.
Aspecto Holdings Limited
On 18 July 2016, the Group, via its new 100% subsidiary Napco 104 Limited acquired 100% of the entire issued share capital of Aspecto Holdings Limited for cash consideration of GBP1. As at 28 January 2017, the Group had also advanced GBP900,000 of working capital. The Board believes that the cash consideration of GBP1 represents the current best estimates of the fair value of the net assets acquired.
On 21 August 2016, the trade and assets (with the exception of certain assets and liabilities) were hived up into Tessuti Limited, a 100% owned subsidiary of JD Sports Fashion Plc.
Infinites Retail Group Limited
On 12 September 2016, the Group, via its new 100% subsidiary Ensco 1157 Limited acquired 100% of the entire issued share capital of Infinities Retail Group Limited for cash consideration of GBP1. As at 28 January 2017, the Group had also advanced GBP1,020,000 of working capital. The Board believes that the cash consideration of GBP1 represents the current best estimates of the fair value of the net assets acquired.
On 31 October 2016, the trade and assets (with the exception of certain assets and liabilities) were hived up into Tessuti Limited, a 100% owned subsidiary of JD Sports Fashion Plc.
Clothingsites.co.uk Limited
On 26 September 2016, the Group, via its new 100% subsidiary Ensco 1173 Limited acquired 100% of the entire issued share capital of Clothingsites.co.uk Limited for an initial cash consideration of GBP1. As at 28 January 2017, the Group had also advanced GBP1,100,000 of working capital. Clothingsites.co.uk Limited currently operates two trading websites, Woodhouse Clothing and Brown Bag Clothing. The Board believes that the excess of cash consideration paid over net identifiable assets on acquisition of GBP2,443,000 represents the fair value of the 'Woodhouse Clothing' and 'Brown Bag' online fascia names.
Included in the 52 week period ended 28 January 2017 is revenue of GBP3,811,000 and a loss before tax of GBP329,000 in respect of Clothingsites.co.uk Limited.
2Squared Agency and 2Squared Retail Limited
On 30 November 2016, the Group acquired 69% of the issued share capital of 2Squared Agency Limited and 51% of the issued share capital of 2Squared Retail Limited for cash consideration of GBP512,000. As at 28 January 2017, the Group had also advanced GBP3,020,000 of working capital to settle outstanding debt. The Board believed that the excess of cash consideration paid over the net identifiable assets on acquisition of GBP959,000 was best considered as goodwill representing future operating synergies. The goodwill was subsequently impaired during the financial period ended 28 January 2017.
Included in the 52 week period ended 28 January 2017 is revenue of GBP1,519,000 and a loss before tax of GBP99,000 in respect of 2Squared.
Other Acquisitions
During the period, the Group has made several small acquisitions, including increasing its shareholding to 100% in three subsidiaries which were previously non-wholly owned. These transactions were not material.
Full Year Impact of Acquisitions
Had the acquisitions of the entities listed above been effected at 31 January 2016, the revenue and profit before tax of the Group for the 52 week period to 28 January 2017 would have been GBP2,634,888,000 and GBP236,454,000 respectively.
Acquisition Costs
Acquisition related costs amounting to GBP1,684,000 (Sports Unlimited Retail BV: GBP139,000; JD Sports Fashion SDN BHD: GBP68,000 and SportIberica Sociedade de Artigos de Desporto S.A: GBP34,000, Next Athleisure Pty Limited: GBP307,000, Go Outdoors Topco Limited: GBP1,086,000, Aspecto Holdings Limited: GBP10,000, Infinities Retail Group Limited: GBP10,000, Clothingsites.co.uk: GBP10,000 and 2Squared: GBP20,000) have been excluded from the consideration transferred and have been recognised as an expense in the year, within administrative expenses in the Consolidated Income Statement.
Prior Period Acquisitions
During the prior period, the Group increased its shareholding in three non-wholly owned subsidiaries. These transactions were not material.
5. Subsequent Events
Memorandum of Understanding with Sonae - SGPS, SA
On 9 March 2017, JD Sports Fashion Plc, announced that it had agreed a Memorandum of Understanding ('MoU') with Sonae - SGPS, SA ('Sonae') which sets out the basis for a potential combination of the JD Group's existing businesses in Spain and Portugal, JD Sprinter Holdings ('JD Sprinter'), with the Sport Zone business of Sonae which is one of the largest sports retailers in the region.
This MoU establishes the key parameters for the creation of an Iberian Sports Retail Group that, subject to contract and subsequent clearance by the relevant Competition Authorities, will have as shareholders the JD Group, Sonae and the family shareholders of JD Sprinter, with shareholdings of approximately 50%, 30% and 20%, respectively.
6. Accounts
The financial information set out above does not constitute the Group's statutory accounts for the 52 weeks ended 28 January 2017 or 52 weeks ended 30 January 2016 but is derived from those accounts. Statutory accounts for the 52 weeks ended 30 January 2016 have been delivered to the Registrar of Companies, and those for the 52 weeks to 28 January 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Copies of full accounts will be sent to shareholders in due course. Additional copies will be available from JD Sports Fashion Plc, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR or online at www.jdplc.com.
Glossary (terms are listed in alphabetical order)
Not all of the figures and ratios used are readily available from the unaudited preliminary results included in the announcement. The Directors believe that these non-GAAP measures are both useful and necessary to better understand the Group's results. Where required, a reconciliation to the statutory amounts is set out below.
Adjusted earnings per share
The calculation of basic and diluted earnings per share is detailed in Note 3. Adjusted basic and diluted earnings per ordinary share have been based on the profit for the period attributable to equity holders of the parent for each financial period but excluding the post-tax effect of certain exceptional items. A reconciliation between basic earnings per share and adjusted earnings per share is shown below:
2017 2016 (restated) Basic earnings per share 18.38p 10.03p Exceptional items excluding loss on disposal of non-current assets 0.66p 2.62p Tax relating to exceptional items - (0.38)p ------------- ------------ Adjusted earnings per share 19.04p 12.27p ------------- ------------
Core
The Group's core Sports Fashion fascia is JD and the Group's core market is the UK and Republic of Ireland.
LFL (Like for Like) sales
The percentage change in the year-on-year sales, removing the impact of new store openings and closures in the current or previous financial year.
Operating profit before exceptional items
A reconciliation between operating profit and exceptional items can be found in the Consolidated Income Statement.
Profit before tax and exceptional items
A reconciliation between profit before tax and profit before tax and exceptional items is as follows:
2017 2016 GBP000 GBP000 Profit before tax 238,368 131,631 Exceptional items 6,419 25,496 -------- -------- Profit before tax and exceptional items 244,787 157,127 -------- --------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
April 11, 2017 02:00 ET (06:00 GMT)
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