22 June 2022

 

JD SPORTS FASHION PLC

FINAL RESULTS

FOR THE 52 WEEKS ENDED 29 JANUARY 2022

 

JD Sports Fashion Plc (the 'Group'), the leading retailer of sports, fashion and outdoor brands, today announces its Final Results for the 52 weeks ended 29 January 2022 (2021: 52 weeks ended 30 January 2021).

 

		IFRS 16					Proforma IAS 17*
		2022			2021		2022			2021
		£m			£m		£m			£m
Revenue	8,563.0			6,167.3			8,563.0		6,167.3
Gross profit %	49.1%			48.0%			49.1%		48.0%
Operating profit	721.2			385.0			672.4		361.4
Net interest expense	(66.5)			(61.0)			(7.0)		(6.1)
Profit before tax	654.7			324.0			665.4		355.3
Basic earnings per ordinary share (a)	7.17p			4.61p			7.37p		5.25p
Total dividend payable per ordinary share (a)	0.35p			0.29p
Alternative Performance Measures (b)
EBITDA before exceptional items	1,606.8			990.2			1,196.7		649.3
Depreciation / amortisation	(593.1)			(507.9)			(231.8)		(183.1)
Operating profit (before exceptional items)	1,013.7			482.3			964.9		466.2
Net interest expense	(66.5)			(61.0)			(7.0)		(6.1)
Profit before tax and exceptional items	947.2			421.3			957.9		460.1
Exceptional items (see note 3)	(292.5)			(97.3)			(292.5)		(104.8)
Profit before tax	654.7			324.0			665.4		355.3
Adjusted earnings per ordinary share (a)	12.84p			6.44p			13.05p		7.24p
Net cash at period end (c)	1,185.9			795.4

a)   The prior year has been restated to reflect the 5:1 share split which was approved by shareholders at a General Meeting on 26 November 2021

b)   Further detail setting out the background to the alternative performance measures and a reconciliation to statutory measures is provided after the Interim Chair's Statement. In addition, throughout this release '*' indicates the first instance of other alternative performance measures which are also explained after the Interim Chair's Statement and are reconciled to the statutory measures

c)   Net cash consists of cash and cash equivalents less interest-bearing loans and borrowings

 

 

Helen Ashton, Interim Chair, said:

 

"This was another period of outstanding progress with the Group delivering a record headline profit before tax and exceptional items of £947.2 million (2021: £421.3 million), more than double the previous record of £438.8 million set in the period to 1 February 2020, which was the last completed financial year prior to the COVID-19 pandemic. This result demonstrates our capacity for growth in both existing and new markets, and the strength of our global proposition and consumer engagement in store and online. We are, as always, indebted to our talented and committed colleagues across our Group and send our thanks for the amazing work they do every day.

 

"We are particularly encouraged by the strong performance from the Group's banners in North America. It is increasingly evident that the Group's progress in North America, and the United States in particular, is having a long-term positive impact both on the Group's overall performance and its relationships with the international brands.

 

"Balancing the operational requirements of running and growing a business through a global pandemic with the obligations of elevating governance standards has been complex and not without challenge. A number of regulatory issues have arisen through this time which, following a series of independent investigations alongside the completion of the Group's Governance review, have highlighted the need for both greater relevant experience on the Board and more formalisation in governance systems, risk management recording, the documentation and appraisal of internal controls and the mechanisms for reporting relevant matters to the regulatory authorities where appropriate.

 

"The process to recruit a CEO is ongoing with a number of high calibre candidates at different stages of consideration including some who have only recently made their interest in the role known. A process to recruit a new Non-Executive Chair is also progressing at pace. Meanwhile, the Board is happy with how the interim arrangements are operating and will update the market on the progress of these search processes as appropriate.

 

"JD is a globally recognised iconic multichannel retailer with a proven strategy, clear momentum and a talented and resilient senior management team who are recognised within the sports fashion industry as some of the leading figures in their fields. The Board and senior management team are united in their determination to build on the historical successes with the same laser focus on the consumer, commercial rigour, attention to service excellence and analytical intensity. We will continue to seek to inspire the emerging generation of aspirationally minded consumers through a connection to the universal culture of sport, music and fashion with the highest standards of consumer experience and execution, both in stores and online. Building on our status as a premier global strategic partner, we will also continue to deliver a product and brand mix which is emotionally engaging, exclusive and continually evolving.

 

"Whilst we are encouraged by the resilient nature of the consumer demand in the current year to date, we remain conscious of the headwinds that prevail at this time including the general global macro-economic and geopolitical situation. Against this backdrop, the Board believes that the headline profit before tax and exceptional items for the year end 28 January 2023 will be in line with the record performance for the year ended 29 January 2022."

 

 

Financial Results Summary

 

·      Record result for the year with profit before tax and exceptional items of £947.2 million, more than double the previous record set in the year to 1 February 2020 (2021: £421.3 million; 2020: £438.8 million) demonstrates management's capabilities in relation to managing both supply chain disruption and frequent consumer channel shift through the COVID-19 pandemic. This result includes £125.6 million of profit from the combination of acquisitions in the year and the annualisation period of businesses bought in the 52 weeks to 30 January 2021.

 

·      Strong performances from the Sports Fashion retail fascias in the UK and Republic of Ireland and North America in particular:

o   UK and Republic of Ireland: Profit before tax and exceptional items increased to £471.2 million (2021: £262.7 million; 2020: £288.5 million) with a strong retention of sales through digital channels in the first quarter whilst the stores were temporarily closed combined with strong demand after reopening

o   North America: Profit before tax and exceptional items increased to £343.0 million (2021: £171.9 million; 2020: £94.2 million) which includes contributions of £57.3 million (2021: £13.9 million in the six-week period after acquisition) from Shoe Palace and £50.6 million from DTLR (46-week period post acquisition). All of the Group's businesses successfully capitalised on the favourable trading conditions provided by a second round of fiscal stimulus from the US Federal Government

 

·      Outdoor returned to profitability with an elevated demand for holidays in the UK and a general recognition of the physical and mental health benefits of spending time outdoors with a profit before tax and exceptional items of £25.9 million (2021: loss of £6.1 million)

 

·      Net cash balance at the end of the period, being the peak of the cash cycle, of £1,185.9 million (2021: £795.4 million) reflects both the very strong cash generation in the UK and North America and the net proceeds, after costs, of £455.9 million from the placing of 58,393,989 new ordinary shares during the year

 

·      An enhanced final dividend of 0.35p (2021: 0.29p - restated) per share is proposed which recognises the performance of the Group over the full year

 

·      Key financial information of the two business segments is tabulated below:

 

Period to 29 January 2022

 

	Sports Fashion	Outdoor	Unallocated		Total
	£m	£m	£m		£m
Revenue	8,049.6	513.4	-		8,563.0
Gross profit %	49.5%	43.9%	-		49.1%
Operating profit	693.0	28.2	-		721.2
Net interest expense1	(57.2)	(2.3)	(7.0)		(66.5)
Profit / (loss) before tax	635.8	25.9	(7.0)		654.7
Alternative Performance Measures
Operating profit before exceptional items	985.5	28.2	-		1,013.7
Net interest expense1	(57.2)	(2.3)	(7.0)		(66.5)
Profit / (loss) before tax and exceptional items	928.3	25.9	(7.0)		947.2
Exceptional items	(292.5)	-	-		(292.5)
Profit / (loss) before tax	635.8	25.9	(7.0)		654.7

 

¹ The Group considers that certain net funding costs are cross-divisional in nature and cannot be allocated between the segments on a meaningful basis.

 

 

Period to 30 January 2021

	Sports Fashion	Outdoor	Unallocated		Total
	£m	£m	£m		£m
Revenue	5,808.0	359.3	-		6,167.3
Gross profit %	48.4%	42.2%	-		48.0%
Operating profit	407.8	(22.8)	-		385.0
Net interest expense	(51.2)	(3.7)	(6.1)		(61.0)
Profit / (loss) before tax	356.6	(26.5)	(6.1)		324.0
Alternative Performance Measures
Operating profit / (loss) before exceptional items	484.7	(2.4)	-		482.3
Net interest expense1	(51.2)	(3.7)	(6.1)		(61.0)
Profit / (loss) before tax and exceptional items	433.5	(6.1)	(6.1)		421.3
Exceptional items	(76.9)	(20.4)	-		(97.3)
Profit / (loss) before tax	356.6	(26.5)	(6.1)		324.0

 

 

Strategic and Operational Summary

 

·      Search for Global CEO progressing with process for Non-Executive Chair also ongoing. Board and senior management aligned in a desire to build on the recent success and global momentum against our proven strategy

 

·      Review of regulatory compliance issues, Group's Corporate Governance operating model and assessment of current compliance with the UK Corporate Governance Code completed with Board fully committed to making the necessary changes highlighted through these reviews 

 

·      Significant acquisitions in the period have further extended the Group's geographical reach:

o   DTLR enhances the Group's exposure to key consumer demographics in the highly important East Coast market in the United States

o   Marketing Investment Group in Poland gives the Group a presence in Central and Eastern Europe for the first time

o   Cosmos in Greece and Cyprus gives the Group its first presence in the east of the Mediterranean which has been complemented in the current financial year by the commencement of a joint venture in Israel

 

·      International development of JD in other markets continues to gain momentum:

o   87 stores trading as JD in the United States at the end of the period with a further nine stores converted in the first four months of the new financial year

o   32 net new JD stores opened across Europe including first stores in Eastern Europe in Poland and Romania

o   10 net new JD stores in the Asia Pacific region

o   First JD stores in Indonesia and Israel opened in the current financial year

 

·      A major programme of work is being progressed to enhance the logistics network and fulfilment capabilities across the UK and Western Europe:

o   Derby (UK): Construction works on the new 515,000 sqft facility in Derby which will be used exclusively to fulfil online orders for JD in the UK are now complete, with initial fit out of the site ongoing. Limited fulfilment from the site is due to commence ahead of the peak period later this year with the site expected to be fully operational by mid-2023

o   Heerlen (the Netherlands): Construction of the 620,000 sqft facility in Heerlen, South-East Netherlands which will fulfil product for both stores and online orders in Western Europe is underway. Initial fulfilment from this site is scheduled to commence in the second half of 2023 with the site expected to be fully operational by mid-2024

o   Dublin (Republic of Ireland): 65,000 sqft warehouse near Dublin now fully operational, supplying both product to stores and fulfilling online orders in the Republic of Ireland

 

·      The Group has repaid, in full, the support which its UK businesses received during the current year from the Coronavirus Job Retention Scheme totaling £24.4 million

 

Enquiries:
JD Sports Fashion Plc	Tel:  0161 767 1000
Helen Ashton, Interim Chair
Kath Smith, Interim CEO
Neil Greenhalgh, Chief Financial Officer
Investec Bank Plc	Tel: 0207 597 5075
David Flin
Peel Hunt LLP	Tel: 0207 418 8869
Dan Webster
FGS Global	Tel: 0207 251 3801
Rollo Head
Jenny Davey
James Thompson

 

Statement from the Board

 

Governance

 

Balancing the operational requirements of running and growing a business through a global pandemic with the obligations of elevating governance standards has been complex and not without challenge. A number of regulatory issues have arisen through this time which have highlighted the need for both greater relevant experience on the Board and more formalisation in governance systems, risk management recording, the documentation and appraisal of internal controls and the mechanisms for reporting relevant matters to the regulatory authorities where appropriate.

 

As a result, since the year end the Board has engaged external advisors to carry out a number of independent investigations into certain matters including these regulatory issues. Alongside these investigations, as announced in February 2022, the Group has also been undertaking a review of its Governance procedures and policies in light of the process to divide the previous joint role of Executive Chair and Chief Executive Officer ('CEO'). This process extended into a full review of the Group's Corporate Governance operating model and assessment of its current compliance with the UK Corporate Governance Code.

 

The Board has now completed the investigations and the governance review and have ratified a plan to rebase the governance, risk and control environment.  This will target compliance with our various regulatory requirements whilst also delivering a more formalised approach to governance, risk management and the documentation and appraisal of internal controls. These actions are focused in four principal workstreams:

 

·      CMA regulatory compliance

·      FCA regulatory compliance re: limited permission credit broking licence in certain UK businesses

·      Compliance with the UK corporate governance code

·      Risk management and internal control framework

 

Each workstream consists of a three month intensive programme of works to address priority issues complemented by the development of longer term initiatives. It is anticipated that it will take 18 months to deliver and embed these workstreams in full to ensure that we balance rigour in relation to governance and control with maintaining the agility that has been key to our success to date.

 

Search for new Group CEO and Non-Executive Chair

 

At its 2021 AGM on 1 July 2021, the Group announced, with the support of Peter Cowgill, that it intended to divide the role of Executive Chair and Group CEO before the 2022 Annual General Meeting. At that time, it was intended that this would be achieved through the appointment of a new Group CEO with Peter Cowgill then moving into the role of Chair with a progressive handover of executive management responsibilities. In due course, Peter Cowgill would then have been replaced by a Non-Executive Chair.

 

Working with Spencer Stuart the Group commenced a global search for a new Group CEO. A number of excellent candidates were attracted to this role but a recurring theme was a wish for a much shorter handover period. This search process also coincided with the governance and assurance workstreams referred to above and it is the Board's view that the new CEO should have the opportunity to shape that process. Accordingly, the Board decided to accelerate the separation of the roles of Chair and Chief Executive Officer and Peter Cowgill left the Group on 25 May 2022. Subsequently, Helen Ashton accepted the role of Interim Non-Executive Chair with Kath Smith, Senior Independent Director, appointed as Interim CEO.

 

The Board wish to thank Peter Cowgill for his unwavering commitment, vision and inspirational leadership since he re-joined the Group in 2004. JD is a globally recognised iconic multichannel retailer with a proven strategy, clear momentum and a talented and resilient senior management team who, through his guidance, are recognised within the sports fashion industry as some of the leading figures in their fields. The Board and senior management team are united in their determination to build on the historical successes with the same laser focus on the consumer, commercial rigour, attention to service excellence and analytical intensity. We will continue to seek to inspire the emerging generation of aspirationally minded consumers through a connection to the universal culture of sport, music and fashion with the highest standards of consumer experience and execution, both in stores and online. Building on our trusted brand relationships, we will also continue to deliver a product and brand mix which is emotionally engaging, exclusive and continually evolving.

 

The process to recruit a CEO is ongoing with a number of high calibre candidates at different stages of consideration including some who have only recently made their interest in the role known. A process to recruit a new Non-Executive Chair is also progressing at pace. Meanwhile, the Board is happy with how the interim arrangements are operating and will update the market on the progress of these search processes as appropriate.

 

Board Composition

 

Prior to these recent developments, the Board had made significant progress in its process to recruit new Non-Executive Directors who can positively contribute to the continued global development and momentum of the Group. Helen Ashton initially joined the Board on 15 November 2021 as Non-Executive Director and Chair of the Audit and Risk Committee. We were also delighted to welcome during the year Bert Hoyt, who was formerly Head of Europe for Nike; Mahbobeh Sabetnia, who has been at the forefront of e-business expansions, leading data-driven consumer insights to unlock value and framing new business propositions in a number of global organisations; and Andy Long, who is an Executive Director at Pentland Group Ltd and was formerly CEO at Pentland Brands Ltd.

 

More recently, Suzi Williams joined the Board on 16 May 2022. Suzi brings a significant amount of consumer marketing and management experience to the Group and, in due course, it is intended that she will take up the role of Remuneration Committee Chair.

 

Prior to her appointment as Interim CEO, Kath Smith was confirmed as the Senior Independent Director and Chair of the Nominations Committee and, whilst it is acknowledged that she cannot currently act as Senior Independent Director, it is the Board's intention that she will revert back to her former role upon the appointment of a permanent CEO. Based on the current progress in this search, the Board expects that Kath Smith will be able to resume her role as Senior Independent Director before the end of the financial year. This means that the Group would be compliant with this aspect of the UK Corporate Governance Code from the start of the next financial year. The Board also considered whether she should continue as Chair of the Nominations Committee but, to ensure compliance with the UK Corporate Governance Code, has concluded that this position should be held by the Interim Chair.

 

Further, the Board has determined that, given both the temporary nature of her position as Interim Chair and the importance that it places on delivering the plan to rebase the governance, risk and control environment, Helen Ashton should also retain her position as Chair of the Audit and Risk Committee.

 

Notwithstanding certain areas of non-compliance with the Corporate Governance Code during the year, the Group is pleased to advise that it is fully compliant with the initiatives on Board diversity proposed by the Hampton-Alexander Review and the Parker Review.

 

Government Support

 

Throughout the COVID-19 pandemic, our priorities have been to ensure the health and wellbeing of our colleagues and customers, protect jobs, preserve financial resources and limit the impact on profitability. It is important to remember that the stores were closed for a number of months at the start of the year in some of our most significant markets across Europe and whilst stores progressively reopened through the Spring, there was no certainty as to whether they would stay open through the rest of the year and, even if they did, whether footfall would be at a level that would make the stores financially viable. Accordingly, the Group accepted government support where it was offered, including that connected with property occupation, using it only for the purposes intended. In particular, payments from the Coronavirus Job Retention Scheme in the UK helped provide the thousands of people that we employed with short-term financial support and reassurance regarding the sustainability of their long-term employment prospects.

 

We are cognisant that the retention of sales in the period when the stores were closed across Europe in the early months of the year, combined with the positive trading in the immediate period after reopening, did help to offset the negative financial impacts associated with the period of temporary closures. Further, whilst there were some subsequent periods of store closures, particularly in Asia, later in the year, our most significant markets all remained open through the peak trading period and have traded positively.

 

Therefore, in line with our previous statements on this matter and having considered all the relevant facts, the Board decided that it would repay all of the support that its businesses received from the Coronavirus Job Retention Scheme in the UK during the year. This repayment, which totalled £24.4 million, has already been made.

 

Interim Chair's Statement

 

Business Developments

 

Introduction

 

This was another period of outstanding progress with the Group delivering a record headline profit before tax and exceptional items of £947.2 million (2021: £421.3 million), more than double the previous record of £438.8 million set in the period to 1 February 2020, which was the last completed financial year prior to the COVID-19 pandemic. It includes £125.6 million of profit from the combination of acquisitions in the year and the annualisation period of businesses bought in the 52 weeks to 30 January 2021. The profit before tax for the period was £654.7 million (2021: £324.0 million).

 

This result was achieved in the face of a series of unprecedented challenges including sustained periods of temporary store closures in many markets, constraints in the supply of certain products due to factory closures within the global supply chains of the international brands, widespread turbulence in international logistics and the ongoing administrative and cost consequences resulting from the loss of tariff-free, frictionless trade with the European Union.

 

This result demonstrates our capacity for growth in both existing and new markets, and the strength of our global proposition and consumer engagement in store and online. We are, as always, indebted to our talented and committed colleagues across our Group and send our thanks for the amazing work they do every day. This is crucial in our increasingly global development and I would like to thank everyone in our businesses for their significant contribution and dedication.

 

Whilst the Group does not have any facilities or employees in either Russia or Ukraine, we are aware that many of our colleagues have relatives and friends in these countries. The Group is deeply concerned by the continuing conflict in Ukraine and has ceased all trading in Russia across both its brand websites and wholesale channels.

 

We are very reassured by the positive performance of the Group's sports fashion retail fascias in the UK and Republic of Ireland which delivered a combined record profit before tax and exceptional items of £471.2 million (2021: £262.7 million; 2020: £288.5 million). Given that the stores were again closed for a number of weeks in the year, this performance reflects very positively both the enhanced agility of the Group's operational infrastructure in these countries and the depth of the connection and trust that JD has built with its consumers who are clearly very comfortable engaging with JD through both physical and digital channels.

 

We are also particularly encouraged by the strong performance from the Group's banners in North America which have delivered a combined profit before tax and exceptional items of £343.0 million (2021: £171.9 million; 2020: £94.2 million). This includes a full-year contribution of £57.3 million from Shoe Palace (2021: £13.9 million for Shoe Palace in the six-week period after acquisition) and a part-year contribution of £50.6 million from DTLR in respect of the period since the acquisition was completed. This result was heavily influenced by the fiscal stimulus, which was made available by the Federal Government in the United States in the first half of the year, with revenues between mid-March and mid-July more than 40% ahead of pre-COVID levels. Encouragingly, our businesses in the United States also traded positively in the second half of the year when there was no stimulus support, as compared to pre-COVID levels.

 

It is increasingly evident that the Group's progress in North America, and the United States in particular, is having a long-term positive impact both on the Group's overall performance and its relationships with the international brands. We continue to be encouraged by the progress that JD is making in the United States with 87 stores trading as JD at the end of the year and it is our intention to further expand the JD fascia in this financial year through both new stores and the conversion of existing Finish Line stores. We also opened the first Group fascia stores in Canada in the year with a first JD store in both Toronto and Vancouver and a Size? store, also in Toronto.

 

Whilst there is a global shortfall in the supply of certain key footwear styles at this time, the Group continues to have excellent availability both in stores and online with the Group benefitting both from its status as a premier global strategic partner and the overall width of its category offer. We would also expect that the supply from the impacted brands will improve progressively through the remainder of the year.

 

Significant M&A Transactions

The Group has completed a number of acquisitions and other investments in the period, which look to either expand the geographical reach of its premium sports fashion operations or widen the category offer to include other products which are relevant to a style-conscious consumer.

 

DTLR Villa LLC ('DTLR')

The acquisition of 100% of DTLR completed on 17 March 2021 for cash consideration of $423.6 million with third party indebtedness of $86.5 million also refinanced at this time. At completion, DTLR, which is based in Baltimore, Maryland, had 247 stores selling athletic footwear and apparel streetwear across 19 states, principally in neighbourhood urban areas across the North and East of the United States. Subsequent to completion, DTLR was transferred to the same sub-group as Finish Line, JD US and Shoe Palace.

 

Five new stores have opened subsequently, although these have been offset by the closure of eight smaller underperforming stores. We would anticipate further evolution of the property portfolio in the forthcoming year with DTLR having the support of the international brands to expand its network of stores in its markets.

 

Marketing Investment Group S.A. ('MIG')

The acquisition of MIG completed on 30 April 2021 with a 60% holding acquired for total consideration of 348.9 million Polish Zloty ('PLN') of which 12.7 million PLN has been deferred subject to customary closing conditions and is expected to be paid in 2022. At completion, MIG, which is based in Krakow, Poland, had 410 stores trading principally as either Sizeer, which is a premium multi-branded fascia not too dissimilar to JD, or 50 Style, which is a multi-branded volume retail concept with lower price points. Whilst the majority of these stores are located in Poland, the Company has also expanded its reach beyond Poland in recent years with a presence, at completion, in a total of nine countries across Central and Eastern Europe.

 

More recently, the MIG team has acquired the trade and assets of a further 22 stores which traded as The Athlete's Foot across Slovenia, Croatia, Serbia and Bosnia & Herzegovina which are all new territories for the MIG business. These stores are currently being converted to Sizeer.

 

The MIG team has also been instrumental in the opening of the first JD stores in Eastern Europe with stores at Poznan, Poland, and Constanta, Romania. Since the period end, the Group has opened four further JD stores in Poland, one additional store in Romania and a first store in Hungary, at the Árkád Shopping Centre in Budapest. We would anticipate further openings for the JD fascia across Eastern Europe in the new financial year although events in Ukraine do drive some caution.

 

Deporvillage SL ('Deporvillage')

On 3 August 2021, Iberian Sports Retail Group SL ('ISRG'), the Group's existing intermediate holding company in Spain, completed the acquisition of an initial 80% holding in Deporvillage which is based in Manresa, Catalonia. Consideration of €100.0 million was paid at completion with further consideration up to a maximum of €40.4 million deferred, to be paid contingent on achieving certain performance criteria.

 

ISRG is a leading operator in the sporting goods market across Iberia through its Sprinter and Sport Zone fascias with the acquisition of Deporvillage providing additional expertise in both the development of an international digital infrastructure and insights of the key performance-related categories of cycling, running and outdoor.

 

Wheelbase Lakeland Limited ('Wheelbase') and XLR8 Limited t/a Leisure Lakes ('Leisure Lakes')

The Group has enhanced its presence in the UK premium cycling market in the year through the acquisitions of Wheelbase and Leisure Lakes.

 

On 30 September 2021, the Group acquired 77.5% of Wheelbase for £22.2 million. Based near Kendal, Cumbria, on acquisition Wheelbase had three stores in cycling hotspots, including the renowned store at Staveley which, at 16,000 sqft, is one of the largest cycle stores in the UK. Wheelbase is firmly established as one of the premier cycling retailers in the UK selling key brands such as Cube, Cannondale, Trek and Specialized. Working with the Wheelbase team, the Group will open specialist cycling concessions in selected Go Outdoors stores with the first two concessions, in Coventry and Stockton, now open.

 

On 19 November 2021, the Group also acquired 100% of Leisure Lakes for initial cash consideration of £25.6 million with additional consideration up to a maximum of £15.0 million payable if certain performance criteria are achieved. Based near Preston, Leisure Lakes had ten stores in urban locations at completion and, like Wheelbase, is also considered to be one of the leading omnichannel retailers of bicycles and associated accessories in the UK and is a key partner for most of the major cycling brands.

 

Cosmos Sport S.A. ('Cosmos')

On 21 October 2021, the Group acquired 80% of Cosmos for cash consideration of €73.0 million. Based in Crete, Cosmos had 58 stores in Greece at acquisition with a further three stores in Cyprus. Cosmos mainly trades under two fascias being Cosmos Sport and Sneaker 10. Cosmos Sport is the core fascia trading through an elevated sporting goods and lifestyle proposition with Sneaker 10 focusing on trainers and premium releases and is more similar to the Group's Size? fascia.

 

Two new stores, one in Greece and one in Cyprus, have opened since completion although these have been offset by the closure of two of the adidas monobrand stores. We would anticipate further evolution of the property portfolio in the forthcoming year, with Cosmos having the support of the international brands to expand its network of stores in its markets. Further, this acquisition also provides the Group with an infrastructure and management team for the development of JD in Greece and Cyprus, with the first store in Greece currently expected to open in the second half of this year.

 

GymNation Limited ('GymNation')

On 24 December 2021, the Group's existing subsidiary JD Sports Gyms Limited ('JD Gyms') acquired 100% of GymNation Limited and its 100% owned subsidiary GymNation LLC (together 'GymNation') for cash consideration of

$42.2 million and contingent consideration of $6.1 million. Contingent consideration is cash-settled and is linked to GymNation's future performance. It is initially measured at fair value and is subsequently remeasured to fair value at each reporting date until the contingency is settled. The fair value of contingent consideration recognised at 29 January 2022 is $6.6 million. The maximum amount of the future payment is £75 million. GymNation had seven gyms at acquisition with five in Dubai, one in Abu Dhabi and one in Ras Al Khaimah. The GymNation approach is very similar to JD Gyms with a focus on providing well-equipped gyms to a style-conscious participant with extensive use of social media in a digitally-led marketing approach and memberships that are both affordable and flexible.

 

Update on Footasylum Limited ('Footasylum')

 

The Competition and Markets Authority ('CMA') announced in its Provisional Report on 2 September 2021 that it was again minded to prohibit the Group's acquisition of Footasylum. This decision was confirmed in the CMA's Final Report dated 5 November 2021.

 

We were very disappointed by this decision as we firmly believed that we had provided overwhelming evidence to the CMA in its re-examination of the transaction of how the COVID-19 pandemic has materially changed the market for the retailing of international sports brands. In particular, the Group demonstrated very clearly to the CMA how, by causing a structural shift in favour of online shopping, COVID-19 has empowered and accelerated the Direct to Consumer strategies of the international brands. The evidence of this is clear in the recent public statements of not just the brands but also some of their longest standing wholesale customers. We continue to believe that JD, with its recognised status as a premier global strategic partner, would have positively influenced Footasylum's brand relationships and its access to product over the longer term.

 

The Group has agreed Final Undertakings with the CMA which require the divestment of Footasylum to an 'Approved Purchaser'. This divestment process is ongoing with a number of parties expressing interest in the business.

 

 

Sports Fashion

Premium Sports

UK & Republic of Ireland

There was robust consumer demand in our UK and Republic of Ireland market throughout the period. During the Spring closure period the business retained approximately 90% of the comparative combined store and online revenues from 2019, being the last time we traded free from restrictions, through solely digital channels. This represented an improvement on the initial period of store closures in Spring 2020 when the sales retention relative to pre-COVID-19 levels through the initial period of store closures was approximately 70%. This is a reflection of the enhanced flexibility that we have built into our operational infrastructure since the start of the pandemic.

 

There was some pent-up demand when the stores reopened in April 2021 with an exceptional growth in revenues in like-for-like stores through April and May of around 30% when measured on a two year basis against 2019. Growth in revenues in like-for-like stores relative to 2019 through the rest of the year then normalised at around 10%.

 

We continue to take opportunities to invest in our retail estate where it will further enhance our consumer proposition in key locations with a net increase of 13 stores in the period. This included a new flagship store at Westfield Stratford which is the most technologically advanced store in our portfolio with a number of new consumer focused innovations including self-service checkout kiosks.

 

The growth in revenues in stores has been complemented by significant progression online. Since reopening, revenues through digital channels have remained at elevated levels as compared to the period prior to the pandemic with sales in the trading websites now representing approximately 30% of total sales. Prior to the pandemic, sales through digital channels represented approximately 22% of total sales and there is no reason to expect that they will drop back to those historic levels.

 

Europe

The COVID-19 pandemic and the loss of tariff-free, frictionless trade with the European Union have combined to create a difficult operational environment. The first half of the year was particularly challenging, with all stores temporarily closed for a number of weeks in France, Belgium, Portugal, the Netherlands and Germany where the stores did not fully reopen until June. Other markets, including Spain and Italy, had a more regionalised approach with some stores able to remain open, albeit with restrictions on customer capacity and trading hours. In those markets which suffered full closures, the average retention of sales, compared to pre-pandemic levels, solely through digital channels in the closure period was around 80% (2021: 60%).

 

The performance in stores after reopening was mixed with some markets, including France and Italy, having robust levels of footfall initially. Combined with a higher level of conversion, this resulted in a short period where revenues in the like-for-like stores grew by around 20% compared to pre-COVID levels. However, consumers in other markets, particularly Germany and Portugal, were initially a lot more cautious about returning to stores and whilst conversion was significantly higher, revenues in stores in these countries remained below pre-pandemic levels.

 

Most markets remained open throughout the second half although there were further short closure periods in both the Netherlands and Austria. Footfall normalised at around 80% of pre-pandemic levels although Germany was slightly lower, typically averaging around 70%. However, there was significantly higher conversion in all markets and so, across Europe overall, the revenues in the like-for-like stores in the second half were around 10% ahead of 2019.

 

Restrictions on construction in a number of markets constrained store developments at times although we did ultimately open a net 32 stores across the year. A further four stores were relocated to better space including a bigger store at the premium Maquinista Mall in Barcelona. The openings in the year included the first JD stores in Eastern Europe with a first store in both Poland and Romania.

 

We believe that the operational challenges which we have faced in Europe over the last two years in particular are very much temporary in nature and we retain our belief in the long-term opportunity across the continent. Accordingly, we remain committed to expanding our physical retail presence in Europe at pace with a headline target of opening one store per week on average. Subsequent to the year end, JD opened its first store in Hungary which means that JD now has a presence in 14 markets across Europe.

 

The JD team in Europe are also managing the joint venture in Israel with two stores now trading and further openings anticipated later in the year.

 

Online now represents approximately 20% of total sales for JD across Europe which represents a small increase from the 18% participation prior to the pandemic. The Group is currently actively engaged in a number of projects which will improve its service proposition for online orders in Europe in the short term ahead of fulfilment from the Group's 620,000 sqft facility in Heerlen, South East Netherlands commencing in the first half of 2024.

 

Asia Pacific

COVID-19 related trading restrictions have had a significant impact in all of our markets in the Asia Pacific region at some stage of the period, with lengthy periods of store closures in Australia and Malaysia in particular. All stores traded through the final quarter of the year, although footfall was below pre-pandemic levels in all markets. Australia was the market where footfall was closest to normal levels and, combined with strong conversion, resulted in an encouraging growth in revenues in like-for-like stores in the final quarter relative to 2019 of approximately 20%. Notwithstanding the short-term challenges that we experienced in the year, we regard Australia as a very important market with 40 stores trading at the end of the year (2021: 30).

 

Elsewhere, the Group opened two additional new stores in Thailand and also opened its first store in New Zealand at Sylvia Park in Auckland. Subsequent to the year end, working with its joint venture partner, PT Erajaya Swasembada Tb, the Group opened its first two stores in Indonesia which is JD's sixth market in the Asia Pacific region.

 

North America

The stores in the United States have largely traded free from any restrictions in the year with all of our businesses benefitting significantly in the first half of the year, in particular from a temporary boost to trading which arose as a direct result of the second round of stimulus introduced by the Federal Government. The positive impact was most felt in the period from mid-March to mid-July with revenues in the like-for-like stores in this period growing by more than 40% compared to pre-COVID levels. As with the first round of stimulus in the prior year, this economic support was given directly to individuals, focusing on lower earning members of the population.

 

We are encouraged that even after this period of exceptional demand there was positive trading through the second half of the year although activity slowed after the peak Holiday season as our businesses, which have a higher participation of Nike and Jordan branded footwear in the overall mix, began to see the anticipated shortfall in the supply of certain key footwear styles. Supply of these styles will remain limited through the first half of this financial year but our expectation is still that the overall supply position should progressively improve through the year.

 

This strong demand through the year has also resulted in sector-wide lower inventory levels and, consequently, there was significantly less promotional activity than previous years with a notable increase in gross margins.

 

The Group now has a significant presence in North America with more than 930 stand-alone stores (excluding the Macy's concessions) across the United States and Canada. It is our current intention to maintain JD / Finish Line, Shoe Palace and DTLR as separate fascias as there is little crossover in locations and they all have their own unique DNA which comes from their retail style and having a rich connection with the local consumer base in the individual neighbourhoods where they operate. However, we believe that there are opportunities to enhance both our collective operational effectiveness and the consumer experience in the United States by operating collaboratively in certain areas, such as Logistics and IT, with a number of projects ongoing that are connected with this objective.

 

Elsewhere, the businesses also continue to make significant progress on their individual development opportunities:

 

·      JD / Finish Line (US): There were 87 stores trading as JD at the end of the period with 12 new stores complementing the conversion of a further 26 former Finish Line stores. We are encouraged by the sales uplift that we have seen to date in these converted stores which is a fair reflection of consumers positive reaction to JD's development in the United States and we will look to maintain this momentum with at least 50 new locations for JD, either as new stores or conversions of existing Finish Line stores, planned for the current financial year. Further, we recognise the role that the flagship store in Times Square has had in enhancing both JD's profile and reputation with consumers and brand partners and it is our expectation that we will open our second JD flagship store in the United States in Chicago later this year. We also remain confident in the potential for JD to build a meaningful apparel business in the United States with the run rate on apparel participation through the second half of the year at 17% (H2 2021: 14%).

 

·      Shoe Palace (US): Shoe Palace has the support of the international brands to open additional stores focusing on the Spanish speaking communities on the West Coast and in the Southern states. During the year, one new store was open in its heartland state of California with two smaller stores closing. Shoe Palace continues to grow its apparel business which now represents more than 10% of total revenues (pre-acquisition: 6%). The business also continues to make significant investments in its operational infrastructure to ensure that it has the right platform from which to develop in the future with the fitting out of a new 511,000 sqft warehouse in Morgan Hill, California, which has photovoltaic power generation capabilities, now substantially complete. We believe that these investments will assist in the longer term development of the online business which currently only represents 4% of total revenues.

 

·      DTLR (US): DTLR also has the support of the international brands to open additional stores in future years focusing on their core markets in the neighbourhood districts of the major cities in the North and East of the United States. Five stores were opened after completion of the acquisition with eight smaller stores closed. DTLR has a higher mix of apparel in its revenues than our pre-existing Finish Line and Shoe Palace businesses in the United States, in the current year representing more than 30% of total sales (pre-acquisition: 25%). As with Shoe Palace, we believe that there is also an opportunity to develop a more meaningful online business in DTLR with online sales currently representing only 3% of total revenues.

 

·      JD / Size (Canada): During the year, the Group, through its local management in the country, opened its first Group fascia stores in Canada with a first JD store in both Toronto and Vancouver and a Size? store, also in Toronto. These stores complement the existing four premium Livestock stores in the country. The momentum on new store openings has continued into this year with the first JD store also now open in Edmonton.

 

Other Fascias

 

UK & Republic of Ireland

As with the JD fascia, there was a high level of sales retention in the period in the premium fashion businesses whilst the stores were temporarily closed. Measured against 2019, around 85% of sales were retained in this period through digital channels, which was approximately 20% higher than the first closure period in Spring 2020.

 

Since reopening, the trends have been broadly similar to those in JD with significant initial pent-up demand helping to contribute to total revenue growth in stores through April and May of more than 15% compared to 2019. Similar to JD, footfall has slowed subsequently, although continued higher conversion has helped ensure that the Tessuti and Scotts stores have continued to trade positively overall through the rest of the year.

 

We believe that these businesses are an important part of our Group, further elevating our overall proposition and we will continue to invest in our store estate to enhance the experience for both consumers and our brand partners. In this regard, the Group are currently fitting out a new 20,000 sqft flagship Tessuti store in Liverpool with this store scheduled to open later in the summer.

 

Digital development is also a critical component for these premium fashion businesses with total revenues in the highly regarded Mainline Menswear business growing by more than 75% compared to pre-pandemic levels. This complements the performance in the Tessuti and Scotts multichannel businesses where the growth in store revenues has been accompanied by significant progression online with sales in the trading websites now representing approximately 45% of total sales compared to approximately 30% pre-pandemic.

 

Europe

Whilst there were some regionalised restrictions with regards to trading hours or customer capacity in the early weeks of the year, the Sprinter stores in Spain largely remained open throughout the period. The business delivered a robust performance with like-for-like revenues increasing by approximately 20% relative to pre-pandemic levels, reflecting a strong performance in key active sports categories with COVID-19 proving to be a catalyst for many consumers to increase their participation in sports and fitness. Our business's expertise in these categories has been enhanced through the acquisitions of Deporvillage and Bodytone.

 

The Sport Zone stores in Portugal were closed throughout the first quarter and reopened in May. Once the stores were able to reopen, there was a robust performance through the rest of the year with like-for-like revenues in Portugal also increasing by approximately 20% relative to pre-pandemic levels.

 

The management team in Iberia has also now taken over the operational responsibility for the Aktiesport and Perry Sport fascias in the Netherlands. A trial has now commenced in the Netherlands with the conversion of a former Perry Sport in Rotterdam to the Sprinter fascia with an enhanced focus on key active sports categories such as running and cycling. The initial results of this trial have been encouraging and it is our intention to extend this trial into other stores in this financial year.

 

Elsewhere, the conversion of the Chausport stores to JD in France is ongoing with one store converted by 29 January 2022 and a further 17 stores converted to date in the first four months of this financial year.

 

North America

Macy's has now notified us of its intention to extend the contract by five years to January 2028. It is our intention to retain the Finish Line name in these concession stores with a product offer which is more focused on families. The revised terms pertaining to the extension allow us to close a number of concessions over the term, although the improved performance of these concessions and, consequently, our enhanced confidence in this part of the business, is reflected by the fact that only one concession was actually closed in the year.

 

 

Gyms

 

The lockdowns over the last two years have brought into sharper focus the physical and mental health benefits of regular exercise. We are confident that our market-leading, premium low-cost gyms proposition provides an environment and motivating atmosphere in which all participants can achieve their fitness goals.

 

After opening a further six gyms in the period, the Group had 74 sites in the UK at the end of the year with 63 sites trading as JD, including 28 which formerly operated under the Xercise4less ('X4L') banner. A further 11 sites were still bannered as X4L at the period end. It is our expectation that the majority of these sites will be converted to JD and retained longer term. The conversions from X4L, which see significant investment in the fabric of the gym and the installation of new equipment, have received a very positive reaction with average membership numbers across the 28 converted sites to date increasing by more than 20%.

 

Consequent to the acquisition of GymNation in December 2021, the Group also now has an initial presence in the Middle East with seven gyms in the United Arab Emirates. Working with local management, we are targeting to open approximately four additional gyms in the new financial year.

 

Financial Performance

 

The fundamental strength of our businesses is reflected in the fact that, despite the challenges of further temporary store closures in many markets, we are able to report a record result in Sports Fashion for the year with a profit before tax and exceptional items of £928.3 million (2021: £433.5 million).

 

This result was heavily influenced by very positive performances from the retail fascias in both the UK and Republic of Ireland and North America. The UK and Republic of Ireland was the most profitable territory with a record profit before tax and exceptional items across the combined retail fascias of £471.2 million (2021: £262.7 million). The retail fascias in North America, which benefitted very significantly from the strong demand in the United States from the Federal fiscal stimulus, also delivered a record result with a combined profit before tax and exceptional items of £343.0 million (2021: £171.9 million).

 

Overall gross margins increased within Sports Fashion by 1.1% to 49.5% (2021: 48.4%). This is largely due to a stronger margin in the United States with the strong demand resulting in lower levels of promotional activity in the overall market compared to previous years.

 

After recognising exceptional items in the period of £292.5 million (2021: £76.9 million) principally relating to a net increase in the fair value of the liabilities in respect of the Group's various future put options combined with costs associated with a restructuring of the Chausport business in France, the profit before tax in Sports Fashion was £635.8 million (2021: £356.6 million).

 

 

Outdoor

 

Our Outdoor businesses had a much improved year with an elevated demand for holidays in the UK and a general recognition of the physical and mental health benefits of spending time outdoors combining to drive a strong demand for outdoor living and cycling categories in particular. Whilst we are encouraged by our performance in the year, we recognise that international holidays are once again more widely available as the UK emerges out of the COVID-19 pandemic. However, we are confident that people will look to maintain a more active lifestyle and that the welcoming and engaging atmosphere in all of our stores will continue to inspire people to spend time outdoors. Further, we recognise that our businesses did not achieve their full potential in the year, with supply chain delays negatively impacting the performance of certain seasonal categories combined with insufficient global production capacity to meet current strong demand for bikes and cycling related accessories.

 

We continue to invest in all of our fascias with one new Go Outdoors store in Bangor in the year and the relocation of the stores in Stoke and Colchester. Furthermore, we are enhancing the consumer experience by having dedicated concessions delivering expertise in key categories such as fishing, equestrian and cycling. To date, we have opened 30 Fishing Republic concessions and four Naylors equestrian concessions. More recently, we also opened our first two Wheelbase cycling concessions. The Go Outdoors stores in Coventry and Stockton, which have been refurbished in the new premium style, contain all three of these concessions. Elsewhere, our commitment to cycling in Scotland is reflected in the fact that we have relocated our specialist Alpine Bikes store in Edinburgh with a new store in Aberdeen also scheduled to open later in the year.

 

Financial Performance

 

The positive progress in the Outdoor businesses is reflected in the fact that, even though the majority of stores were closed through the first quarter, there were record revenues in Outdoor in the year with total sales of £513.4 million (2021: £359.3 million). Further, our businesses are also now benefitting from the previous work to enhance the operational integration of the businesses through common merchandising systems and shared commercial resources with overall gross margins increasing by 1.7% to 43.9% (2021: 42.2%).

 

The combination of revenue and margin progression meant that Outdoor returned to profitability in the period, delivering a profit before exceptional items of £25.9 million (2021: loss of £6.1 million). There were no exceptional items in the period (2021: charge of £20.4 million) which means that the profit before tax in Outdoor was also £25.9 million (2021: loss of £26.5 million).

 

 

Logistics Developments

 

There is significant ongoing investment to broaden the international network to service a complex international multichannel business with multiple fascias. The Group is also investing in technically advanced automation equipment and robotics to strengthen the operational foundations of our businesses and ensure that the Group remains a leader in multichannel developments.

 

UK and Republic of Ireland

 

Construction works on the new 515,000 sqft facility in Derby which will be used exclusively to fulfil online orders for JD in the UK are now complete, with initial fit out of the site ongoing. This will allow limited fulfilment from the site to commence ahead of the peak period later this year, although it will be mid-2023 before the site is fully operational. Approximately £10 million was incurred on this project in the year, with approximately £80 million to be incurred over the next 18 months to bring the site into full operational use.

 

To bridge the capacity gap ahead of Derby opening, the Group engaged Clipper Logistics Plc in the year to provide a range of logistics operations, including warehousing and e-fulfilment, on a temporary basis from their site at Sherburn, Leeds. More than 1.8 million units were shipped from this site in the five weeks leading up to Christmas.

 

Elsewhere, our new 65,000 sqft warehouse near Dublin is also now fully operational, supplying both product to stores and fulfilling online orders in the Republic of Ireland.

 

Western Europe

 

Work has also now commenced on the construction of the 620,000 sqft facility in Heerlen, South-East Netherlands. This site is scheduled to be handed over later this year for initial fitting out although the current long lead times on the supply of warehouse automation equipment mean that it will likely be mid-2024 before the site is fully operational. Approximately €2 million was incurred on this project in the year with the total cost to bring the site into full operational use estimated at €95 million.

 

In the meantime, the Group continues to operate out of a number of smaller facilities in Southern Belgium and Northern France. To date, these facilities have focused on the fulfilment of a large proportion of the core ranges and fastest moving lines required for stores in Mainland Europe although we have now started to fulfil some online orders locally also.

 

 

Financial Summary

 

Revenue and Gross Margin

 

Whilst there were further periods of temporary store closures in many markets, the financial impact of COVID-19 was less severe than the prior year with stores in some markets, including the United States, largely trading free from restrictions throughout the year. Ultimately, total revenue for the Group for the year increased by 38.8% to £8,563.0 million (2021: £6,167.3 million) with this increase significantly influenced by the impact of the recent acquisitions:

 

·      Shoe Palace (completed 14 December 2020): Revenues of £389.8 million for the full year (2021: £56.1 million for the six week period post-acquisition)

·      DTLR (completed 17 March 2021): Revenues of £382.8 million for the 46 weeks post-acquisition

·      MIG (completed 30 April 2021): Revenues of £175.0 million for the 39 weeks post-acquisition

·      Deporvillage (completed 3 August 2021): Revenues of £67.8 million for the 26 weeks post-acquisition

·      Cosmos (completed 21 October 2021): Revenues of £26.0 million for the 14 weeks post-acquisition

 

Elsewhere, the impact of the fiscal stimulus in the United States is reflected in the fact that revenues in the Group's pre-existing Finish Line business increased by £99.9 million to £1,804.2 million (2021: £1,704.3 million). There was also a very robust performance from the JD business in the UK and Republic of Ireland where revenues increased by £508.0 million to £2,318.1 million (2021: £1,810.1 million). Given the temporary closure periods in both this year and the prior year, it would not be meaningful to present sales on a like-for-like basis.

 

Total gross margin for the year increased strongly to 49.1% (2021: 48.0%) largely due to a stronger margin in the United States where gross margins increased significantly to 49.8% (2021: 46.7%) with strong demand consequent to the Federal fiscal stimulus driving lower levels of promotional activity in the overall market compared to previous years.

 

Profit Before Tax

 

There was a record result for the year with profit before tax and exceptional items increasing to £947.2 million (2021: £421.3 million). The recent acquisitions in North America made a significant contribution to this result:

 

·      Shoe Palace (completed 14 December 2020): Profit before tax and exceptional items of £57.3 million for the full year (2021: £13.9 million for the six week period post-acquisition)

·      DTLR (completed 17 March 2021): Profit before tax and exceptional items of £50.6 million for the 46 weeks post-acquisition

 

Elsewhere in North America, Finish Line (including the Macy's concessions) increased its profit before tax and exceptional items for the year by more than 51% to £236.0 million (2021: £156.6 million). Further, the premium sports JD business in the UK and Republic of Ireland also delivered a record result for the year with a profit before tax and exceptional items of £437.3 million (2021: £249.6 million).

 

Total operating costs in the year before exceptional items of £292.5 million (2021: £97.3 million) were £3,221.5 million which represented 37.6% of net revenues (2021: £2,507.6 million being 40.7% of net revenues).

 

There were exceptional items in the period of £292.5 million (2021: £97.3 million) principally from the movement in the fair value of the liabilities in respect of future put options:

 

	2022	2021
	£m	£m
Movement in fair value of put options (1)	292.7	20.7
Insurance settlement for DTLR (2)	(16.6)	-
Restructuring of Spodis SA (3)	16.4	-
Impairment of goodwill and fascia names (4)	-	56.2
Restructuring of Go Outdoors (5)	-	20.4
Total exceptional charge	292.5	97.3

 

1.   Movement in the fair value of the liabilities in respect of the put options as re-measured at each reporting date (Genesis Topco Inc: charge of £258.7 million, Iberian Sports Retail Group: charge of £31.6 million, Marketing Investment Group S.A: charge of £1.7 million, Other: charge of £0.7 million). The increase in the fair value of the put options attributable to Genesis Topco Inc. includes £71.0 million consequent to the transfer of DTLR into the Genesis sub-group. The movement in the fair value of the put option liabilities is presented as exceptional as it is a significant item that is outside of the normal course of business.

2.   Insurance settlement proceeds related to a pre-acquisition claim for business interruption by DTLR Villa LLC. As the claim was a contingent asset at the date of acquisition, this was not recognised in the assets acquired in the fair value table in Note 5. These insurance proceeds are presented as exceptional as they are unusual in nature and are outside of the normal course of business.

3.   The impact consequent to the restructuring of Spodis SA in the period including a charge of £5.5 million in relation to the impairment of tangible assets and business restructuring costs of £10.9 million. This item is presented as exceptional as it related to a non-recurring restructuring project.

4.   The impairment in the prior period primarily relates to the impairment of goodwill and fascia name arising in prior years on the acquisition of Footasylum (£55.6 million). The impairment is presented as exceptional as it is a significant item that is outside of the normal course of business.

5.   The net impact consequent to the restructuring of Go Outdoors in the prior year including a charge of £33.3 million in relation to the impairment of intangible assets, a charge of £4.9 million in relation to the impairment of leasehold improvements and a credit of £17.8 million in relation to the extinguishment of lease commitments. This item is presented as exceptional as it related to a non-recurring restructuring project.

 

Group profit before tax ultimately increased to £654.7 million (2021: £324.0 million).

 

Balance Sheet

 

The net cash balance at the end of the period was £1,185.9 million (2021: £795.4 million). This net cash position reflects both the very strong cash generation in the United States and the UK consequent to the strong trading in these countries through the first half and the net proceeds, after costs, of £455.9 million from the placing of 58,393,989 new ordinary shares on 3 February 2021. These shares were issued prior to the 5:1 split of the ordinary shares on 30 November 2021. The Group continues to use its very strong cash resources to fund its development opportunities with cash consideration paid on completed acquisitions in the year (net of cash acquired) of £616.5 million (2021: £206.3 million).

 

Net inventories at the end of the period were £989.4 million (2021: £813.7 million) which includes £206.9 million of inventories in businesses which have been acquired since 30 January 2021. Period-end inventories in the combined Finish Line and JD business in the United States of $149.1 million were approximately 11% lower than the previous year (2021: $167.7 million) reflecting both the strong demand in the period and the gradual tightening of supply consequent to the well-publicised production issues that some brands experienced at their factories in Asia in the second half of the year.

 

Gross capital expenditure* (excluding disposal costs) increased to £247.9 million (2021: £128.2 million) with fewer restrictions on construction activity, including the fitting out of stores. The primary focus of our capital expenditure remains our physical retail fascias with a spend in the period of £124.0 million (2021: £73.5 million) which includes £48.7 million (2021: £21.0 million) across our combined retail fascias in North America. Given the increased global footprint of the Group and the relaxation of COVID-19 related operating restrictions in many countries, the Group expects to significantly increase its investment in physical retail in the new financial year. In addition, there will also be significant spend on the new warehouses at Derby and Heerlen and so, consequently, we would currently anticipate that the capital expenditure for the year to 28 January 2023 will be in the range of £325 million to £375 million.

 

Intangible assets increased by £653.9 million to £1,473.6 million (2021: £819.7 million) consequent to the recognition of intangible assets arising from the acquisitions made in the year (see Note 5).

 

Dividends and Earnings per Ordinary Share

 

The Board is cognisant that the Group has delivered an excellent result for the year and that the Group's international operations, particularly those in the United States, have made a very significant contribution to this profitability. Further, the Board recognise that most countries where the Group operates have eased their trading restrictions and have also begun to reopen their borders to allow international tourism to recommence. After careful consideration, the Board has decided that it is appropriate to pay a dividend and that, whilst the payment should be modest with funding retained for our ongoing development opportunities, it should reflect the performance over the full year. Accordingly, the Board proposes paying a final dividend of 0.35p (2021: 0.29p restated) per ordinary share. Subject to shareholder approval at our AGM, the proposed final dividend will be paid on 5 August 2022 to all shareholders on the register at 8 July 2022.

 

The basic earnings per ordinary share increased by 55.5% to 7.17p (2021: 4.61p restated).

 

 

 

Store Portfolio

 

During the period, store numbers have moved as follows:

 

Sports Fashion                                                                             

	Period Start	New Stores	Transfers	Acquired	Closures	Period End
Premium Sports
UK & Republic of Ireland	423	20	-	-	(7)	436
Europe	345	42	2	-	(12)	377
Asia Pacific	69	13	-	-	(3)	79
North America	684	21	-	247	(21)	931
	1,521	96	2	247	(43)	1,823
Other Fascias
UK & Republic of Ireland (i)	154	5	-	3	(11)	151
Europe	431	36	(2)	471	(47)	889
Asia Pacific	-	2	-	-	-	2
North America	290	-	-	-	(1)	289
	875	43	(2)	474	(59)	1,331
Total Sports Fashion	2,396	139	-	721	(102)	3,154
Total Outdoor	240	4	-	13	(9)	248
Total Group	2,636	143	-	734	(111)	3,402

(i)         Includes 65 stores trading as Footasylum (2021: 68 stores)

 

 

People

 

We are, of course, indebted to all of our teams in our different territories for their resolute attitude in dealing with the challenges posed by COVID-19 during the year. Whilst the Group's stores are now trading without restrictions, we are conscious that there is still a high prevalence of the virus in many countries and that new variants could emerge in the future and result in new challenges. However, the Board reaffirms that the safety and wellbeing of our colleagues and our consumers has been and will always be our number one priority.

 

The Board is particularly aware of the need to support our colleagues mental health needs with wellbeing integrated into our culture. We have launched our Wellbeing Network which provides colleagues with a host of resources, including access to health care professionals and specialist support and we intend to enhance the size and scope of this programme with additional resources including podcasts and interactive group sessions.

 

Kickstart

 

The Group is working closely with the UK Government and The Prince's Trust as a national partner on its Kickstart scheme which aims to provide employment opportunities for young people who were previously on Universal Credit and who faced significant barriers to employment as a result of the pandemic. Over 1,000 people have progressed through the programme to date with 90% of those young people subsequently offered permanent roles within the Group. The Group were pleased to welcome His Royal Highness The Prince of Wales and the Chancellor of the Exchequer, The Rt Hon Rishi Sunak MP, to our store on Walworth Road in South London on 11 May 2022 where they met with a number of Kickstart recruits to get an appreciation of their experience of the Kickstart scheme. The Group recognises the prevalence of social inequality in the UK and feels passionately about reducing barriers to entry to employment for young people who are socially and economically disadvantaged. JD is proud of its participation in the Kickstart scheme which was delivered in partnership with The Prince's Trust.

 

 

Environmental and Social Update

 

As a FTSE 100 company, we recognise and embrace that our scale enables us to make positive, lasting changes. Our Environmental, Social and Governance ('ESG') Committee (founded in 2020) governs our global, Group-wide approach to sustainability, including such critical topics as our people strategy, climate change, sustainable sourcing and governance.

 

Responsibilities of the ESG Committee include:

 

·      Determining our strategy, corporate risk-assessment and monitoring of ESG performance across the Group's respective fascias and territories, including submission of our 'Task Force on Climate-Related Financial Disclosures' statement.

·      Reviewing investment plans from an ESG perspective including advising on proposed capital expenditure projects and assessment of the risks and opportunities for potential acquisitions.

·      Clear communication of our strategy to investors, verifying our credentials via accreditation and data.

·      Ensuring that our colleagues and suppliers are supported and trained across a broad cross-section of personal and environmental welfare topics.

·      Supporting our customers by improving the frequency and accuracy of environmental and sustainability claims made relating to products manufactured by both branded suppliers and our private labels.

 

Our achievements in the year include:

 

·      Retained an 'A-' rating in the 2021 Carbon Disclosure Project Climate Change assessment.

·      Attained an 'A' grade for Climate Change Supply Chain Engagement.

·      Retained a 'B' rating for Water Stewardship in the 2021 Carbon Disclosure Project Climate Change assessment.

·      Approval of the Group's Scope 1 and Scope 2 Science Based targets with the Group targeting a reduction in greenhouse gas emissions of 67.2% by 2035-36 when measured against a 2019-20 base year reflecting the more ambitious 1.5 degree Celsius scenario.

·      Submitted the Group's Scope 3 Science Based targets with the Group committing to reduce absolute Scope 3 greenhouse gas emissions from textiles and footwear within the purchased goods and services category by 67.2% by 2035-36 from a 2019-20 base year reflecting the more ambitious 1.5 degree Celsius scenario. These have subsequently been approved.

·      Sourced 98% of cotton through the 'Better Cotton' initiative.

·      The Group became one of the founding signatories to the Waste and Resource Action Plan ('WRAP') Textiles 2030 initiative with our private labels aiming to cut carbon by 50% and water by 30%.

·      Successfully trialed the 'Together We Can' project which raises funds through micro-donations at the till point and aims to provide education opportunities to those working in our factories, enhancing career opportunities and providing financial support.

 

 

Current Trading and Outlook

 

The Group is reassured with the trading to date with total sales in the Group's like-for-like businesses after four months 5% ahead of the same period in the prior year. This performance is a further positive reflection of both the strength and breadth of the Group's brand relationships and category offer. It has also been achieved against a backdrop of a global shortfall in the supply of certain key footwear styles with this supply expected to improve progressively through the remainder of the year.

 

Whilst we are encouraged by the resilient nature of the consumer demand in the current year to date, we remain conscious of the headwinds that prevail at this time including the general global macro-economic and geopolitical situation. Against this backdrop, the Board believes that the headline profit before tax and exceptional items for the year end 28 January 2023 will be in line with the record performance for the year ended 29 January 2022.

 

Our next scheduled update will take place upon the announcement of our Interim Results. We will confirm a date for these results in due course.

 

Helen Ashton

Interim Chair

22 June 2022

Alternative Performance Measures (terms listed in alphabetical order)

Alternative performance measures

The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by International Accounting Standards ('IAS') in conformity with the requirements of the Companies Act 2006 and in accordance with UK-adopted International Accounting Standards. These alternative performance measures may not be directly comparable with other companies' alternative performance measures and the Directors do not intend these to be a substitute for, or superior to, IFRS measures. The Directors believe that these alternative performance measures assist in providing additional useful information on the trading performance of the Group. Alternative Performance Measures are also used to enhance the comparability of information between reporting periods, by adjusting for exceptional items. Exceptional items are disclosed separately when they are considered unusual in nature and not reflective of the trading performance and profitability of the Group. The separate reporting of exceptional items, which are presented as exceptional within the relevant category in the Consolidated Income Statement, helps provide an indication of the Group's trading performance. An explanation as to why items have been classified as Exceptional is given in Note 3.

 

Adjusted earnings per share

The calculation of basic earnings per share is detailed in Note 4. Adjusted basic earnings per ordinary share has 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:

 

	2022	2021 (restated)
Basic earnings per share	7.17p	4.61p
Exceptional items	5.66p	2.00p
Tax relating to exceptional items	0.01p	(0.17)p
Adjusted earnings per ordinary share	12.84p	6.44p

 

EBITDA before exceptional items

Earnings before interest, tax, depreciation and amortisation.

	2022 £m	2021 £m
Profit for the period	459.6	229.2
Addback:
Financial expenses	67.9	62.5
Income tax expense	195.1	94.8
Depreciation, amortisation and impairment of non-current assets	593.1	507.9
Exceptional items (see note 3)	292.5	97.3
Deduct:
Financial income	(1.4)	(1.5)
EBITDA before exceptional items	1,606.8	990.2

 

Gross capital expenditure

	2022 £m	2021 £m
Investment in software	14.9	19.1
Acquisition of property, plant and equipment	227.3	105.2
Acquisition of non-current other assets	5.7	3.9
Total gross capital expenditure	247.9	128.2

 

 

 

 

Alternative Performance Measures (continued)

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. This metric enables the performance of the retail stores to be measured on a consistent year-on-year basis and is a common term used in the industry.

 

Net cash / (debt)

Net cash / (debt) consists of cash and cash equivalents together with interest-bearing loans and borrowings. This measure is a good indication of the strength of the Group's Balance Sheet position and is widely used by credit rating agencies. A reconciliation of net cash / (debt) is provided on page 29.

 

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:

 

           

	2022	2021
	£m	£m
Profit before tax	654.7	324.0
Exceptional items	292.5	97.3
Profit before tax and exceptional items	947.2	421.3

 

 

Proforma IAS 17

The Group presents results on a proforma basis with rents recognised under the provisions of IAS 17 'Leases' as opposed to IFRS 16 'Leases' as this is consistent with the financial information used to inform business decisions and investment appraisals. Certain management incentives are also linked to the results on this basis.

 

A reconciliation from the IFRS 16 headline profit before tax and exceptional items to the proforma IAS 17 headline profit before tax and exceptional items is as follows:

 

	2022 £m	2021 £m
Headline profit before tax and exceptional items (IFRS 16)	947.2	421.3
Addback:
Depreciation and impairment of the Right of Use asset under IFRS 16	361.3	324.8
Lease interest expense	59.5	54.9
Deduct:
Lease costs expensed to the income statement under IAS 17	(410.1)	(340.9)
Headline profit before tax and exceptional items (Proforma IAS 17)	957.9	460.1

 

Consolidated Income Statement

For the 52 weeks ended 29 January 2022

		Note		52 weeks to 29 January 2022 £m		52 weeks to 30 January 2021 £m
Revenue				8,563.0		6,167.3
Cost of sales				(4,355.0)		(3,205.7)
Gross profit				4,208.0		2,961.6
Selling and distribution expenses				(2,808.1)		(2,126.4)
Administrative expenses - normal				(413.4)		(381.2)
Administrative expenses - exceptional				(292.5)		(97.3)
Other operating income				27.2		28.3
Operating profit				721.2		385.0
Before exceptional items				1,013.7		482.3
Exceptional items		3		(292.5)		(97.3)
Operating profit				721.2		385.0
Financial income				1.4		1.5
Financial expenses				(67.9)		(62.5)
Profit before tax				654.7		324.0
Income tax expense				(195.1)		(94.8)
Profit for the period				459.6		229.2
Attributable to equity holders of the parent				369.7		224.3
Attributable to non-controlling interest				89.9		4.9
Basic earnings per ordinary share		4		7.17p		4.61p
Diluted earnings per ordinary share		4		7.17p		4.61p

 

 

* Basic and diluted earnings per ordinary share have been restated for year ended 30 January 2021 following a share sub-division in the year ended 29 January 2022. Further details can be found in Note 4.

Consolidated Statement of Comprehensive Income

For the 52 weeks ended 29 January 2022

 

		52 weeks to 29 January 2022 £m		52 weeks to 30 January 2021 £m
Profit for the period		459.6		229.2
Other comprehensive income: Items that may be classified subsequently to the Consolidated Income Statement: Exchange differences on translation of foreign operations		(34.9)		(20.0)
Total other comprehensive income for the period		(34.9)		(20.0)
Total comprehensive income and expense for the period (net of income tax)		424.7		209.2
Attributable to equity holders of the parent		357.3		200.7
Attributable to non-controlling interest		67.4		8.5

 

 

Consolidated Statement of Financial Position

As at 29 January 2022

				As at 29 January 2022 £m		As at  30 January 2021 £m
Assets
Intangible assets				1,473.6		819.7
Property, plant and equipment				688.5		564.0
Right-of-use assets				2,032.6		1,752.4
Investments in associates and joint ventures				56.2		2.7
Other assets				59.5		63.2
Deferred tax assets				81.7		40.6
Total non-current assets				4,392.1		3,242.6
Inventories				989.4		813.7
Right of return assets				12.5		-
Trade and other receivables				202.9		141.2
Income tax receivables				0.6		-
Assets held-for-sale				157.1		-
Cash and cash equivalents				1,314.0		964.4
Total current assets				2,676.5		1,919.3
Total assets				7,068.6		5,161.9
Liabilities
Interest-bearing loans and borrowings				(72.6)		(120.9)
Lease liabilities				(379.0)		(301.8)
Trade and other payables				(1,279.5)		(1,102.0)
Liabilities directly associated with assets held-for-sale				(142.6)		-
Provisions				(13.2)		(0.7)
Income tax liabilities				-		(29.5)
Total current liabilities				(1,886.9)		(1,554.9)
Interest-bearing loans and borrowings				(55.5)		(48.1)
Lease liabilities				(1,863.9)		(1,628.0)
Other payables				(775.4)		(374.4)
Provisions				(19.9)		(5.1)
Deferred tax liabilities				(127.4)		(55.0)
Total non-current liabilities				(2,842.1)		(2,110.6)
Total liabilities				(4,729.0)		(3,665.5)
Total assets less total liabilities				2,339.6		1,496.4

 

Consolidated Statement of Financial Position (continued) As at 29 January 2022
Capital and reserves
Issued ordinary share capital				2.5		2.4
Share premium				467.5		11.7
Retained earnings				1,910.6		1,560.8
Other reserves				(454.6)		(336.2)
Total equity attributable to equity holders of the parent				1,926.0		1,238.7
Non-controlling interest				413.6		257.7
Total equity				2,339.6		1,496.4

Consolidated Statement of Changes in Equity 

For the 52 weeks ended 29 January 2022

	Ordinary Share Capital £m	Share Premium £m	Retained Earnings £m	Other  Equity £m	Share-based payment reserve £m	Foreign Currency Translation Reserve £m	Total Equity Attributable to Equity Holders  of The Parent £m
Balance at 1 February 2020	2.4	11.7	1,245.7	(36.4)	-	(4.2)	1,219.2
Profit for the period	-	-	224.3	-	-	-	224.3
Other comprehensive income:
Exchange differences on translation of foreign operations	-	-	-	-	-	(23.6)	(23.6)
Total other comprehensive income	-	-	-	-	-	(23.6)	(23.6)
Total comprehensive income for the period	-	-	224.3	-	-	(23.6)	200.7
Put options held by non-controlling interest	-	-	-	(272.0)	-	-	(272.0)
Acquisition of non-controlling interest	-	-	(3.7)	-	-	-	(3.7)
Divestment of non-controlling interest	-	-	94.5	-	-	-	94.5
Balance at 30 January 2021	2.4	11.7	1,560.8	(308.4)	-	(27.8)	1,238.7
Profit for the period	-	-	369.7	-	-	-	369.7
Other comprehensive income:
Exchange differences on translation of foreign operations	-	-	-	-	-	(12.4)	(12.4)
Total other comprehensive income	-	-	-	-	-	(12.4)	(12.4)
Total comprehensive income for the period	-	-	369.7	-	-	(12.4)	357.3
Dividends to equity holders	-	-	(14.9)	-	-	-	(14.9)
Put options held by non-controlling interests	-	-	-	(106.1)	-	-	(106.1)
Share capital issued	0.1	455.8	-	-	-	-	455.9
Acquisition of non-controlling interest	-	-	0.4	-	-	-	0.4
Divestment of non-controlling interest	-	-	(5.4)	-	-	-	(5.4)
Non-controlling interest arising on acquisition	-	-	-	-	-	-	-
Share-based payment charge	-	-	-	-	0.1	-	0.1
Balance at 29 January 2022	2.5	467.5	1,910.6	(414.5)	0.1	(40.2)	1,926.0

 

 

Consolidated Statement of Changes in Equity (continued) 

For the 52 weeks ended 29 January 2022

 

	Total Equity Attributable to Equity Holders  of The Parent £m	Non-Controlling Interest £m	Total Equity £m
Balance at 1 February 2020	1,219.2	70.0	1,289.2
Profit for the period	224.3	4.9	229.2
Other comprehensive income:
Exchange differences on translation of foreign operations	(23.6)	3.6	(20.0)
Total other comprehensive income	(23.6)	3.6	(20.0)
Total comprehensive income for the period	200.7	8.5	209.2
Dividends to equity holders	-	(1.2)	(1.2)
Put options held by non-controlling interest	(272.0)	-	(272.0)
Acquisition of non-controlling interest	(3.7)	(1.7)	(5.4)
Divestment of non-controlling interest	94.5	181.4	275.9
Non-controlling interest arising on acquisition	-	0.4	0.4
Non-controlling interest share capital issued	-	0.3	0.3
Balance at 30 January 2021	1,238.7	257.7	1,496.4
Profit for the period	369.7	89.9	459.6
Other comprehensive income:
Exchange differences on translation of foreign operations	(12.4)	(22.5)	(34.9)
Total other comprehensive income	(12.4)	(22.5)	(34.9)
Total comprehensive income for the period	357.3	67.4	424.7
Dividends to equity holders	(14.9)	(1.8)	(16.7)
Put options held by non-controlling interests	(106.1)	-	(106.1)
Share capital issued	455.9	-	455.9
Acquisition of non-controlling interest	0.4	(0.5)	(0.1)
Divestment of non-controlling interest	(5.4)	48.0	42.6
Non-controlling interest arising on acquisition	-	42.8	42.8
Share-based payment charge	0.1	-	0.1
Balance at 29 January 2022	1,926.0	413.6	2,339.6

 

 

 

Consolidated Statement of Cash Flows

For the 52 weeks ended 29 January 2022

		52 weeks to  29 January 2022 £m	52 weeks to  30 January 2021 £m
Cash flows from operating activities
Profit for the period		459.6	229.2
Income tax expense		195.1	94.8
Financial expenses		67.9	62.5
Financial income		(1.4)	(1.5)
Depreciation and amortisation of non-current assets		579.9	499.2
Forex (losses) / gains on monetary assets and liabilities		(2.1)	3.6
Impairment of other intangibles and non-current assets (non-exceptional)		13.2	8.7
Loss on disposal of non-current assets		3.5	1.2
Other exceptional items		287.0	2.9
Impairment of goodwill and fascia names (exceptional)		-	89.5
Impairment of non-current assets (exceptional)		5.5	4.9
Share of profit of equity-accounted investees, net of tax		(3.2)	-
(Increase) / decrease in inventories		(31.8)	63.5
(Increase) / decrease in trade and other receivables		(69.3)	46.2
Increase in trade and other payables		75.0	149.5
Interest paid		(8.4)	(7.6)
Lease interest		(59.5)	(54.9)
Income taxes paid		(244.1)	(130.4)
Net cash from operating activities		1,266.9	1,061.3
Cash flows from investing activities
Interest received		1.4	1.5
Proceeds from sale of non-current assets		7.8	2.1
Investment in software		(14.9)	(19.1)
Acquisition of property, plant and equipment		(227.3)	(105.2)
Acquisition of non-current other assets		(5.7)	(3.9)
Acquisition of other intangible assets		(5.2)	(3.8)
Draw down of finance lease liabilities		5.4	4.7
Dividends received from equity-accounted investees		6.9	-
Acquisition of subsidiaries, net of cash acquired		(616.5)	(206.3)
Net cash used in investing activities		(848.1)	(330.0)
Cash flows from financing activities
Repayment of interest-bearing loans and borrowings		(513.3)	(391.5)
Draw down of interest-bearing loans and borrowings		303.7	443.1
Repayment of finance lease liabilities		(6.1)	(3.4)
Repayment of lease liabilities		(350.1)	(285.2)
Subsidiary shares issued in the period		-	0.3
Proceeds received from issue of shares		455.9	-
Divestment of non-controlling interests		43.0	-
Acquisition of non-controlling interests		-	(5.2)
Equity dividends paid		(14.9)	-
Dividends paid to non-controlling interests in subsidiaries		(1.8)	(1.2)
Net cash used in financing activities		(83.6)	(243.1)
Consolidated Statement of Cash Flows (continued) For the 52 weeks ended 29 January 2022
Net increase in cash and cash equivalents		335.2	488.2
Cash and cash equivalents at the beginning of the period		948.7	460.3
Foreign exchange (losses) / gains on cash and cash equivalents		(3.5)	0.2
Cash and cash equivalents at the end of the period		1,280.4	948.7

 

Analysis of Net Cash

As at 29 January 2022

 

	At 30 January 2021 £m	On acquisition of subsidiaries £m	Cash flow £m	Non- cash movements £m	At 29  January 2022 £m
Cash at bank and in hand	964.4	152.7	200.4	(3.5)	1,314.0
Overdrafts	(15.7)	(23.2)	5.3	-	(33.6)
Cash and cash equivalents	948.7	129.5	205.7	(3.5)	1,280.4
Interest-bearing loans and borrowings:
Bank loans	(84.4)	(156.2)	140.8	5.3	(94.5)
Other loans	(68.9)	-	68.9	-	-
Net cash / (financial debt) before lease liabilities	795.4	(26.7)	415.4	1.8	1,185.9
Lease liabilities	(1,929.8)	(271.7)	350.8	(392.2)	(2,242.9)
Net cash / (debt)	(1,134.4)	(298.4)	766.2	(390.4)	(1,057.0)

 

 

 

 

1.   Basis of Preparation

 

Adoption of New and Revised Standards

The following amendments to accounting standards and interpretations, issued by the International Accounting Standards Board ('IASB'), have been adopted for the first time by the Group in the period with no significant impact on the consolidated results or financial position:

 

·      Amendments to IFRS 3 'Business Combinations'.

·      Amendments to IAS 16 'Property, Plant and Equipment'.

·      Amendments to IAS 37 'Provisions, Contingent Liabilities and Contingent Assets'.

·      Amendments to IAS 38 'Intangible Assets' - Configuration of Customisation Costs in a Cloud Computing Arrangement.

·      Interest Rate Benchmark Reform - Phase 2 - amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16.

·      Annual Improvements - Cycle 2018-2020.

 

Other

The Group continues to monitor the potential impact of other new standards and interpretations which may be endorsed and require adoption by the Group in future reporting periods. The Group does not consider that any other standards, amendments or interpretations issued by the IASB, but not yet applicable, will have a significant impact on the financial statements.

 

Going Concern

The global COVID-19 pandemic has presented a series of unprecedented challenges which have severely tested all aspects of our business including our multichannel capabilities, the robustness of our operational infrastructure and the resilience of our colleagues. Whilst COVID-19 has inevitably constrained our short-term progress, we firmly believe that we have a robust premium branded multichannel proposition with our loyal consumers comfortable engaging with us in any channel.

 

The financial statements are prepared on a going concern basis, which the Directors believe to be appropriate for the following reasons.

 

At 29 January 2022, the Group had net cash balances of £1,185.9 million (2021: £795.4 million) including loans of £128.1 million (2021: £169.0 million) with available committed UK borrowing facilities of £700 million (2021: £700 million) of which £nil (2021: £nil) has been drawn down and US facilities of approximately $300 million of which $nil was drawn down (2021: $nil). These facilities are subject to certain covenants. With a UK facility of £700 million available up to 6 November 2026 and a US facility of approximately $300 million available up until 24 September 2026, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Group had net cash balances of £946.1 million as at 30 May 2022.

 

The Directors have prepared cash flow forecasts for the Group covering a period of at least 12 months from the date of approval of these financial statements, which indicate that the Group will be able to operate within the level of its agreed facilities and covenant compliance. For the purposes of both Viability and Going Concern Reporting, the Directors have prepared severe but plausible downside scenarios which cover the same period as the base case, including specific consideration of a range of impacts that could arise from geopolitical tensions and the actual and potential impact on supply chains, inflationary cost pressures and business interruption impacting the availability of stock from the Group's key Sports Fashion suppliers, as well as the ongoing impact of the COVID-19 pandemic. These scenarios included a two month store closure in Winter 2023/24 and a 20% reduction in sales. As part of this analysis, mitigating actions within the Group's control, should these severe but plausible scenarios occur, have also been considered. These forecast cash flows indicate that there remains sufficient headroom for the Group to operate within the committed facilities and to comply with all relevant banking covenants during the forecast period.

 

The Directors have considered all of the factors noted above, including the inherent uncertainty in forecasting the impact of the current geopolitical tensions and COVID-19 pandemic, and are confident that the Group has adequate resources to continue to meet all liabilities as and when they fall due for a period of at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

 

 

 

 

 

 

1.  Basis of Preparation (continued)

 

Critical Accounting Estimates and Judgements

The preparation of financial statements in conformity with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and judgements disclosed below are those which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities. All other accounting estimates and judgements are disclosed within the relevant accounting policy in the notes to the financial statements.

Changes to Critical Accounting Estimates

Determination of the Fair Value of Assets and Liabilities on Acquisition

Included within critical accounting policies in the current year is the valuation of the intangible assets recognised as part of the acquisition of DTLR Villa LLC ('DTLR') (see Note 5). The estimates used in the valuation of the intangible assets are considered to have a significant risk of causing a material misstatement; specifically, the estimation of future cash flows, the useful economic life of the asset, the selection of suitable royalty relief rates and the selection of a suitable discount rate. The key assumption used by management in the valuation of the fascia name was the royalty rate. The royalty rate assumption used in the valuation was estimated based on published comparable licence fees in the sports fashion market and a calculation of the expected return on assets of the DTLR business. If the royalty rate used in the valuation was 1% higher or lower, this would lead to a change in the fascia name valuation of plus or minus £25.4 million. 1% was determined to be a reasonable royalty rate sensitivity by comparing the royalty rate used with publicly disclosed licensing transactions related to the retail of sportswear and footwear.

Changes to Critical Accounting Judgements

Provisions and Contingent Liabilities

The activities of the Group are overseen by a number of regulators around the world and, whilst the Group strives to ensure full compliance with all its regulatory obligations, periodic reviews are inevitable which may result in a financial penalty. If the risk of a financial penalty arising from one of these reviews is more than remote but not probable or cannot be measured reliably then the Group will disclose this matter as a contingent liability. If the risk of a financial penalty is considered probable and can be measured reliably then the Group would make a provision for this matter.

 

Critical Accounting Estimates

Put Options (Genesis Topco Inc put option £520.3 million)

Put options are in place over all or part of the remaining non-controlling interest shareholding in various subsidiaries and these options are required to be fair valued at each accounting period date. Put options held by non-controlling interests are accounted for using the present access method. The present value of the non-controlling interests' put options is estimated using Board approved forecasts multiplied by an earnings multiple. The option formula and multiple are usually stated in the put option agreement; however, in the absence of a specified formula or multiple, we would estimate this based on current evidence in the Mergers & Acquisitions market and our past experience of multiples paid for similar businesses.

 

These forecast cash flows are discounted using a discount rate reflecting the current market assessment of the time value of money and any specific risk premiums relevant to the individual businesses involved. These discount rates are considered to be equivalent to the rates a market participant would use.

 

Sensitivity analysis was performed over the key variable inputs to the valuation of the following put options. The key variable inputs were determined to be the discount rate and approved forecasts. 1% was determined to be a reasonable variance to demonstrate the sensitivity of the put option valuation to the key inputs used. A discount rate increase of 1% would result in a reduction in the put option liability of £23.5 million and an increase of 1% to the forecast EBITDA % would result in an increase in the put option liability of £31.3 million.

 

1.   Basis of Preparation (continued)

 

Other Accounting Estimates

Impairment of Goodwill (carrying value of the Shoe Palace CGU £546.7 million)

Goodwill arising on acquisition is allocated to groups of cash-generating units ('Group CGUs'), that are expected to benefit from the synergies of the business combination from which goodwill arose, being portfolios of stores or individual businesses. The cash-generating units used to monitor goodwill and test it for impairment are therefore the store portfolios and individual businesses rather than individual stores, as the cash flows of individual stores are not considered to be independent. The recoverable amounts of these Group CGUs are determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the Group CGU and the choice of a suitable discount rate in order to calculate the present value.

 

Impairment of Other Intangible Assets with Definite Lives (carrying value of the Go Outdoors CGU £77.0 million and the Shoe Palace CGU £546.7 million)

The Group is required to assess whether there is an indication that other intangible assets with a definite useful economic life have suffered any impairment. The recoverable amount of brand names is based on an estimation of future sales and the choice of a suitable royalty and discount rate in order to calculate the present value when this method is deemed the most appropriate. The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the asset over its useful life and the choice of a suitable discount rate in order to calculate the present value. Impairment losses are recognised in the Consolidated Income Statement.

 

Other Accounting Judgements                                 

Footasylum Disposal

This judgement has been revised due to changes during the financial period. On 4 November 2021, the final ruling from the CMA was that it had again prohibited the Group's acquisition of Footasylum. The final CMA undertakings were issued on 14 January 2022, which was effectively the start date for the Footasylum sale process. Footasylum has been presented as held-for-sale at 29 January 2022 and full details are provided in Note 7.

 

2.   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 Chair 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 Sports Fashion and Outdoor. In accordance with IFRS 8.12, we have aggregated several operating segments with similar economic characteristics into a larger Sports Fashion operating segment and concluded that, in doing so, the aggregation is still consistent with the core principles of IFRS 8.

 

When aggregating the operating segments into the larger Sports Fashion operating segment, we have primarily taken into consideration:

 

·      IFRS 8.12.a the nature of products or services;

·      IFRS 8.12.c type or class of customer; and

·      IFRS 8.12.d the methods used to distribute their products.

 

The entities included in the Sports Fashion operating segment have similar characteristics as well-established, leading retailers or wholesalers of footwear, apparel and accessories from a mix of international sports fashion brands and private labels. When determining what to include within the Sports Fashion segment, we have considered that the fascias all target a similar demographic in terms of both age range and an aspiration to achieve a certain style, whether the product is to be used for lifestyle wear or active sports participation. The entities typically have similar economic characteristics in terms of sales metrics, long-term average gross margins, levels of capital investment and operating cash flows. The Outdoor segment differs from the Sports Fashion segment in that Outdoor is focused on retailing specialist apparel, footwear and technical products for outdoor pursuits. Further, the Outdoor segment typically appeals to an older and/or family-oriented demographic as compared with the younger and more style-focused demographic targeted by the Sports Fashion businesses.

 

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 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 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.

 

Inter-segment transactions are undertaken in the ordinary course of business on arm's length terms.

 

The Board considers that certain items are cross-divisional in nature and cannot be allocated between the segments on a meaningful basis. Certain net funding costs and taxation are treated as unallocated, reflecting the nature of the Group's syndicated borrowing facilities and its tax group. A deferred tax asset of £81.7 million (2021: £40.6 million), a deferred tax liability of £127.4 million (2021: £55.0 million) and an income tax receivable of £0.6 million (2021: liability of £29.5 million) 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 draw 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.

 

2.   Segmental analysis (continued)

 

Business segments

Information regarding the Group's reportable operating segments for the 52 weeks to 29 January 2022 is shown below:

Income statement
		Sports Fashion £m		Outdoor £m		Unallocated £m		Total £m
Gross revenue		8,049.7		513.3		-		8,563.0
Inter-segment revenue		(0.1)		0.1		-		-
Revenue		8,049.6		513.4		-		8,563.0
Gross profit %		49.5%		43.9%		-		49.1%
Operating profit before exceptional items		985.5		28.2		-		1,013.7
Exceptional items		(292.5)		-		-		(292.5)
Operating profit		693.0		28.2		-		721.2
Financial income		-		-		1.4		1.4
Financial expenses		(57.2)		(2.3)		(8.4)		(67.9)
Profit / (loss) before tax		635.8		25.9		(7.0)		654.7
Income tax expense								(195.1)
Profit for the period								459.6

 

Total assets and liabilities
		Sports Fashion £m	Outdoor £m	Unallocated £m	Eliminations £m	Total £m
Total assets		6,681.4	420.9	82.3	(116.0)	7,068.6
Total liabilities		(4,390.4)	(327.2)	(127.4)	116.0	(4,729.0)
Total segment net assets / (liabilities)		2,291.0	93.7	(45.1)	-	2,339.6

 

 

2.         Segmental analysis (continued)

 

Other segment information
	Sports Fashion £m	Outdoor £m	Total £m
Capital expenditure:
Software development	14.9	-	14.9
Brand licences	5.2	-	5.2
Property, plant and equipment	221.8	5.5	227.3
Right-of-use assets	467.6	54.4	522.0
Non-current other assets	5.7	-	5.7
Depreciation, amortisation and impairments:
Amortisation of intangible assets	59.4	4.0	63.4
Depreciation of property, plant and equipment	149.3	8.9	158.2
Amortisation of non-current other assets	0.1	-	0.1
Depreciation of right-of-use assets	341.6	16.6	358.2
Impairment of non-current assets (exceptional items)	5.5	-	5.5
Impairment of non-current assets (non-exceptional items)	12.0	1.2	13.2

The comparative segmental results for the 52 weeks to 30 January 2021 are as follows:

 

Income statement
	Sports Fashion £m	Outdoor £m	Unallocated £m	Total £m
Gross revenue	5,808.2	359.1	-	6,167.3
Inter-segment revenue	(0.2)	0.2	-	-
Revenue	5,808.0	359.3	-	6,167.3
Gross profit %	48.4%	42.2%	-	48.0%
Operating profit / (loss) before exceptional items	484.7	(2.4)	-	482.3
Exceptional items	(76.9)	(20.4)	-	(97.3)
Operating profit / (loss)	407.8	(22.8)	-	385.0
Financial income	-	-	1.5	1.5
Financial expenses	(51.2)	(3.7)	(7.6)	(62.5)
Profit / (loss) before tax	356.6	(26.5)	(6.1)	324.0
Income tax expense				(94.8)
Profit for the period				229.2

 

 

2.         Segmental analysis (continued)     Total assets and liabilities
	Sports Fashion £m	Outdoor £m	Unallocated £m	Eliminations £m	Total £m
Total assets	4,940.2	293.2	40.6	(112.1)	5,161.9
Total liabilities	(3,420.3)	(272.8)	(84.5)	112.1	(3,665.5)
Total segment net assets / (liabilities)	1,519.9	20.4	(43.9)	-	1,496.4

 

 

 

Other segment information
	Sports Fashion £m	Outdoor £m	Total £m
Capital expenditure:
Software development	19.1	-	19.1
Brand licences	3.8	-	3.8
Property, plant and equipment	102.1	3.1	105.2
Right-of-use assets	168.3	46.6	214.9
Non-current other assets	3.9	-	3.9
Depreciation, amortisation and impairments:
Amortisation of intangible assets	36.4	4.6	41.0
Depreciation of property, plant and equipment	125.4	11.4	136.8
Depreciation of right-of-use assets	301.5	19.9	321.4
Impairment of goodwill and fascia names (exceptional items)	56.2	33.3	89.5
Impairment of non-current assets (exceptional items)	-	4.9	4.9
Impairment of non-assets (non-exceptional items)	7.3	1.4	8.7

 

2.         Segmental analysis (continued)

 

Geographical Information

The Group's operations are located in the UK, Australia, Austria, Belgium, Bulgaria, Canada, Cyprus, Czech Republic, Denmark, Dubai, Estonia, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Israel, Italy, Latvia, Lithuania, Malaysia, the Netherlands, New Zealand, Poland, Portugal, Republic of Ireland, Romania, Singapore, Slovakia, South Korea, Spain and the Canary Islands, Sweden, Thailand and the US.         

 

Revenue analysis

The following table provides analysis of the Group's revenue by geographical market, irrespective of the origin of the goods / services:

		2022 £m		2021 £m
UK and ROI		3,578.5		2,527.0
Europe		2,046.7		1,579.4
United States		2,609.2		1,780.5
Rest of world		328.6		280.4
		8,563.0		6,167.3

 

The revenue from any individual country, with the exception of the UK & US, is not more than 10% of the Group's total revenue.

 

The following table provides analysis of the Group's revenue by channel:

		2022 £m		2021 £m
Retail stores		5,668.5		3,524.9
Multichannel		2,623.1		2,465.2
Other		271.4		177.2
		8,563.0		6,167.3

 

 

The following table provides analysis of the Group's revenue by product type:

		2022 £m		2021 £m
Footwear		4,590.4		3,499.8
Apparel		3,199.9		2,200.5
Accessories		540.6		326.0
Other		232.1		141.0
		8,563.0		6,167.3

 

 

 

2.         Segmental analysis (continued)

 

Non-current assets analysis

The following is an analysis of the carrying amount of segmental non-current assets by the geographical area in which the assets are located. Taxation is treated as unallocated reflecting the nature of the Group's tax group:

		2022 £m		2021 £m
UK and ROI		1,217.4		1,011.0
Europe		1,329.7		1,003.4
United States		1,607.8		1,078.6
Rest of world		155.5		109.0
Unallocated		81.7		40.6
		4,392.1		3,242.6

3.   Exceptional items

		52 weeks to 29 January 2022 £m	52 weeks to 30 January 2021 £m
Movement in fair value of put options (1)		292.7	20.7
Insurance settlement for DTLR (2)		(16.6)	-
Restructuring of Spodis SA (3)		16.4	-
Impairment of goodwill and fascia names (4)		-	56.2
Restructuring of Go Outdoors (5)		-	20.4
Total exceptional items - administrative expenses		292.5	97.3

 

(1)  Movement in the fair value of the liabilities in respect of the put options as measured at each reporting date (Genesis Topco Inc: charge of £258.7 million, Iberian Sports Retail Group: charge of £31.6 million, Marketing Investment Group S.A: charge of £1.7 million, Other: charge of £0.7 million). The increase in the fair value of the put options attributable to Genesis Topco Inc. includes £71.0 million consequent to the transfer of DTLR into the Genesis sub-group. The movement in the fair value of the put option liabilities is presented as exceptional as it is a significant item that is outside of the normal course of business.

(2)  Insurance settlement proceeds related to a pre-acquisition claim for business interruption by DTLR Villa LLC. As the claim was a contingent asset at the date of acquisition, this was not recognised in the assets acquired in the fair value table in Note 5. These insurance proceeds are presented as exceptional as they are unusual in nature and are outside of the normal course of business.

(3)  The impact consequent to the restructuring of Spodis SA in the period including a charge of £5.5 million in relation to the impairment of tangible assets and business restructuring costs of £10.9 million. This item is presented as exceptional as it related to a non-recurring restructuring project.

(4)  The impairment in the prior period primarily relates to the impairment of goodwill and fascia name arising in prior years on the acquisition of Footasylum (£55.6m). The impairment is presented as exceptional as it is a significant item that is outside of the normal course of business.

(5)  The net impact consequent to the restructuring of Go Outdoors in the prior year including a charge of £33.3 million in relation to the impairment of intangible assets, a charge of £4.9 million in relation to the impairment of leasehold improvements and a credit of £17.8 million in relation to the extinguishment of lease commitments. This item is presented as exceptional as it related to a non-recurring restructuring project.

 

 

4.   Earnings per ordinary share

 

Basic and adjusted earnings per ordinary share

On 3 February 2021, JD Sports Fashion Plc completed the placing of new ordinary shares in the capital of the Company. A total of 58,393,989 new ordinary shares were issued, increasing the total ordinary shares in issue to 1,031,627,149. The shares were placed at an issue price of 795 pence per share with a par value of 25 pence leading to share capital of £0.1 million and share premium of £455.8 million being recognised on issue (this is net of £8.3 million of costs incurred).

Following an ordinary resolution on 30 November 2021, a share split occurred 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.

The calculation of basic earnings per ordinary share at 29 January 2022 is based on the profit for the period attributable to equity holders of the parent of £369.7 million (2021: £224.3 million) and a weighted average number of ordinary shares outstanding during the 52 week period ended 29 January 2022 of 5,158,135,745 (2021: restated 4,866,165,800). Adjusted 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 useful measure of the trading performance and profitability of the Group.

			52 weeks to 29 January 2022 Number millions	52 weeks to 30 January 2021 Number millions (restated)
Issued ordinary shares at beginning of period			4,866.2	4,866.2
Ordinary shares issued on 3 February 2021 (restated)			291.9	-
Issued ordinary shares at end of period			5,158.1	4,866.2

 

	Note	52 weeks to         29 January                    2022 £m		52 weeks to  30 January 2021                  £m (restated)
Profit for the period attributable to equity holders of the parent		369.7		224.3
Exceptional items	3	292.5		97.3
Tax relating to exceptional items		0.3		(8.3)
Profit for the period attributable to equity holders of the parent excluding exceptional items		662.5		313.3
Adjusted earnings per ordinary share		12.84p		6.44p
Basic earnings per ordinary share		7.17p		4.61p

 

Diluted earnings and diluted adjusted earnings per ordinary share

Diluted earnings per ordinary share is 7.17p (2021: 4.61p - restated). Diluted adjusted earnings per share is 12.84p (2021: 6.44p - restated). The calculation of diluted earnings per ordinary share at 29 January 2022 is based on the profit for the period attributable to equity holders of the parent of £369.7 million (2021: £224.3 million) and a weighted average number of ordinary shares outstanding during the period of 5,158.2 million (2021: 4,866.2 million) after adjusting for the weighted average impact of the shares granted on 20 October 2021 under the JD Sports Fashion Plc LTIP scheme of 0.1 million (2021: Nil).

 

 

5. Acquisitions

Current Period  - Significant Acquisitions

DTLR Villa LLC

Initial acquisition

On 17 March 2021, JD Sports Fashion Plc ('JD') acquired 100% of the issued share capital of DTLR Villa LLC, via a wholly owned intermediate holding company in the US. Total consideration was £305.2 million, split between £117.9 million debt funding and £187.3 million equity funding.

DTLR is based in Baltimore, Maryland and is a hyperlocal athletic footwear and apparel streetwear retailer operating from 247 stores across 19 states on acquisition. The acquisition of DTLR, with its differentiated consumer proposition, will enhance the Group's neighbourhood presence in the North and East of the US.

The existing DTLR management team has also reinvested a portion of its proceeds back into DTLR in exchange for a new minority stake of 1.5%. Put and call options, to enable future exit opportunities for the management team, have also been agreed and become exercisable after a minimum period of three years. A valuation of these put options has been performed using an earnings multiple, a suitable discount rate and approved forecasts, and the initial liability of £4.2 million has been recognised with the corresponding entry to Other Equity in accordance with the present value method of accounting. These options are required to be fair valued at each accounting period date.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £101.6 million representing the DTLR fascia name and an intangible asset of £3.8 million representing the customer relationships arising from the loyalty scheme in place. The Board believes that the excess of consideration paid over net assets on acquisition of £212.0 million is best considered as goodwill on acquisition representing future operating synergies. The goodwill calculation is summarised on the next page. As at the date of this report, the period in which measurement adjustments could be made has now closed on this acquisition and no further fair value measurement adjustments have been made.

Subsequent intra-group transfer

On 2 July 2021, JD completed the transfer of the intermediate Parent Company and DTLR to Genesis Topco Inc ('Genesis'), which is an existing 80.0% subsidiary based in the US and Parent Company of the sub-group which contains Finish Line Inc. and the Shoe Palace Corporation. It was always the intention for DTLR to be part of the Genesis sub-group, but the requirement for speed and certainty of execution on the original transaction meant that it was more appropriate for the Group to initially acquire DTLR directly. This transfer to Genesis now brings all of the Group's businesses in the US into one sub-group, which will enhance the future operational collaboration between them. However, as the parent to Genesis, JD will continue to make strategic decisions regarding the Company's future. The consideration payable by Genesis to JD in relation to the transfer was the same as the total consideration paid by JD on the original acquisition.

By virtue of the fact that JD only owns 80% of Genesis, JD effectively disposed of a proportion of its investment in DTLR to the four Mersho Brothers ('the Mershos') who, with their 20% aggregate shareholding in Genesis, are jointly a related party of JD. In order to maintain their shareholding in Genesis at the current level, the Mershos invested their pro-rata element of the equity consideration of $52.0 million into Genesis. This transfer has taken place on an arm's length basis and reflects the net assets acquired as at the original acquisition date of 17 March 2021.

 

5. Acquisitions (continued)

Current Period - Significant Acquisitions (continued)

DTLR Villa LLC (continued)

	Book value £m	Measurement adjustments £m	Fair value at  17 March 2021 £m
Acquiree's net assets at acquisition date:
Intangible assets	43.7	62.9	106.6
Property, plant & equipment	53.7	(4.4)	49.3
Other non-current assets	0.5	(0.2)	0.3
Right-of-use assets	-	139.9	139.9
Inventories	40.3	-	40.3
Cash and cash equivalents	95.2	-	95.2
Trade and other receivables	7.6	(3.3)	4.3
Income tax asset	0.4	-	0.4
Trade and other payables	(37.6)	(0.9)	(38.5)
Bank loans and overdrafts	(140.2)	-	(140.2)
Deferred tax liability	(3.3)	(21.2)	(24.5)
Lease liabilities	(11.8)	(128.1)	(139.9)
Net identifiable assets	48.5	44.7	93.2
Goodwill on acquisition			212.0
Total consideration			305.2

 

Included in the 52 week period ended 29 January 2022 is revenue of £382.8 million and a profit before tax of £63.9 million in respect of DTLR.

 

5. Acquisitions (continued)

Current Period - Significant Acquisitions (continued)

Marketing Investment Group S.A.

On 30 April 2021, JD Sports Fashion Plc acquired 60% of the issued share capital of Marketing Investment Group S.A. ('MIG') for total consideration of £66.0 million. Total consideration comprises cash consideration of £63.6 million and £2.4 million of deferred consideration that is subject to customary closing conditions and expected to be paid in 2022.

MIG operated 410 stores on acquisition along with the associated trading websites in nine countries in Central and Eastern Europe. The acquisition of MIG provided the platform to develop the JD fascia in Central and Eastern Europe. The MIG team has also been instrumental in the opening of the first JD stores in Eastern Europe with stores at Poznan, Poland, and Constanta, Romania. Since the period end, the Group has opened four further JD stores in Poland, one additional store in Romania and a first store in Hungary, at the Árkád Shopping Centre in Budapest. We would anticipate further openings for the JD fascia across Eastern Europe in the new financial year although events in Ukraine do drive some caution.

 

Put and call options to enable future exit opportunities for the 40% shareholders have also been agreed and become exercisable after the year ending January 2025. A valuation of these put options has been performed using an earnings multiple, a suitable discount rate and approved forecasts, and the initial liability of £50.2 million has been recognised with the corresponding entry to Other Equity in accordance with the present value method of accounting. These options are required to be fair valued at each accounting period date.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £25.1 million representing the Sizeer fascia name and an intangible asset of £4.1 million representing the 50 Style fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of £41.4 million is best considered as goodwill on acquisition representing future operating synergies. As at the date of this report, the period in which measurement adjustments could be made has now closed on this acquisition and no further fair value measurement adjustments have been made. The goodwill calculation is summarised on the next page:

 

5. Acquisitions (continued)

Current Period - Significant Acquisitions (continued)

Marketing Investment Group S.A. (continued)

	Book value £m	Measurement adjustments £m	Fair value at  30 April 2021 £m
Acquiree's net assets at acquisition date:
Intangible assets	2.6	29.2	31.8
Property, plant & equipment	16.6	-	16.6
Other non-current assets	1.1	-	1.1
Right-of-use assets	-	66.2	66.2
Inventories	69.1	(1.9)	67.2
Cash and cash equivalents	6.5	-	6.5
Trade and other receivables	4.9	1.1	6.0
Income tax asset	0.1	-	0.1
Trade and other payables	(58.6)	1.7	(56.9)
Bank loans and overdrafts	(27.0)	-	(27.0)
Deferred tax asset / (liability)	1.0	(5.5)	(4.5)
Lease liabilities	-	(66.2)	(66.2)
Net identifiable assets	16.3	24.6	40.9
Non-controlling interest (40%)	(6.5)	(9.8)	(16.3)
Goodwill on acquisition			41.4
Consideration - satisfied in cash Consideration - deferred			63.6 2.4
Total consideration			66.0

 

Included in the 52 week period ended 29 January 2022 is revenue of £175.0 million and a profit before tax of £6.0 million in respect of MIG.

Deporvillage S.L.

On 25 June 2021, Iberian Sports Retail Group S.L. ('ISRG'), the Group's existing intermediate holding company in Spain, exchanged contracts on the conditional acquisition of Deporvillage S.L. ('Deporvillage'), which is based in Manresa, Catalonia. ISRG is a leading operator in the sporting goods market across Iberia through its Sprinter and Sport Zone fascias with the acquisition of Deporvillage, an online retailer of specialist sports equipment with country specific websites in six European countries, giving additional depth and expertise in the key categories of cycling, running and outdoor. The transaction was subject to certain conditions, principally relating to anti-trust clearance, with formal completion taking place on 3 August 2021. Total maximum cash consideration for the acquisition of an initial 80% holding is £119.6 million of which a maximum of £34.5 million has been deferred and will be paid contingent on achieving certain future performance criteria. As at the date of the acquisition and the January 2022 year-end, the fair value of the contingent consideration was determined to be £19.0 million.

Put and call options to enable future exit opportunities for the 20% shareholders have also been agreed and become exercisable from 2024 onwards. A valuation of these put options has been performed using an earnings multiple, a suitable discount rate and approved forecasts, and the initial liability of £11.2 million has been recognised with the corresponding entry to Other Equity in accordance with the present value method of accounting. These options are required to be fair valued at each accounting period date.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £38.8 million representing the Deporvillage online fascia name and an intangible asset of £2.9 million representing the fair value of the customer base.

5. Acquisitions (continued)

Current Period - Significant Acquisitions (continued)

Deporvillage S.L. (continued)

The Board believes that the excess of consideration paid over net assets on acquisition of £70.4 million is best considered as goodwill on acquisition representing future operating synergies. The goodwill calculation is summarised below:

	Book value £m	Measurement adjustments £m	Provisional fair value at  3 August 2021 £m
Acquiree's net assets at acquisition date:
Intangible assets	0.9	48.4	49.3
Property, plant & equipment	0.3	-	0.3
Right-of-use assets	-	1.1	1.1
Inventories	28.6	-	28.6
Cash and cash equivalents	2.4	-	2.4
Trade and other receivables	4.7	-	4.7
Trade and other payables	(29.3)	-	(29.3)
Bank loans and overdrafts	(1.3)	-	(1.3)
Income tax liability	(1.0)	-	(1.0)
Deferred tax asset / (liability)	0.6	(12.1)	(11.5)
Lease liabilities	-	(1.1)	(1.1)
Net identifiable assets	5.9	36.3	42.2
Non-controlling interest (20%)	(1.2)	(7.3)	(8.5)
Goodwill on acquisition			70.4
Consideration - satisfied in cash Consideration - deferred			85.1 19.0
Total consideration			104.1

 

Included in the 52 week period ended 29 January 2022 is revenue of £67.8 million and a profit before tax of £2.5 million in respect of Deporvillage.

 

5. Acquisitions (continued)

 

Current Period - Significant Acquisitions (continued)

Cosmos Sport S.A.

On 21 October 2021, the Group acquired 80% of the issued share capital of Cosmos Sport S.A. ('Cosmos') for cash consideration of £65.0 million. At acquisition Cosmos operated 58 stores in Greece and three in Cyprus under a variety of retail banners and associated trading websites. The two main fascias are Cosmos, which is the core fascia of the business and has an elevated sporting goods and lifestyle proposition, and Sneaker 10, which has a more premium footwear offer.

Put and call options to enable future exit opportunities for the 20% shareholders have also been agreed and become exercisable from 2025 onwards. A valuation of these put options has been performed using an earnings multiple, a suitable discount rate and approved forecasts, and the initial liability of £10.0 million has been recognised with the corresponding entry to Other Equity in accordance with the present value method of accounting. These options are required to be fair valued at each accounting period date.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £9.1 million representing the Cosmos fascia name and an intangible asset of £4.2 million representing the Sneaker 10 fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of £39.5 million is best considered as goodwill on acquisition representing future operating synergies. The provisional goodwill calculation is summarised below:

	Book value £m	Measurement adjustments £m	Provisional fair value at  21 October 2021 £m
Acquiree's net assets at acquisition date:
Intangible assets	-	13.3	13.3
Property, plant & equipment	14.0	-	14.0
Other non-current assets	1.0	-	1.0
Right-of-use assets	-	38.2	38.2
Inventories	24.3	-	24.3
Cash and cash equivalents	13.2	-	13.2
Trade and other receivables	5.7	-	5.7
Income tax asset	0.3	-	0.3
Trade and other payables	(27.9)	-	(27.9)
Bank loans and overdrafts	(8.5)	-	(8.5)
Deferred tax liability	(0.3)	(3.2)	(3.5)
Lease liabilities	-	(38.2)	(38.2)
Net identifiable assets	21.8	10.1	31.9
Non-controlling interest (20%)	(4.4)	(2.0)	(6.4)
Goodwill on acquisition			39.5
Total consideration			65.0

 

Included in the 52 week period ended 29 January 2022 is revenue of £26.0 million and a profit before tax of £0.9 million in respect of Cosmos.

 

5. Acquisitions (continued)

Current Period - Other Acquisitions

During the period, the Group made a number of other acquisitions:

·      2 March 2021, 70% of the issued share capital of 80s Casual Classics Limited.

·      18 June 2021, 51% of the issued share capital of UggBugg Fashion Limited t/a Missy Empire.

·      18 June 2021, 100% of the issued share capital of The Watch Shop Holdings Limited and Watch Shop Logistics Ltd (together 'WatchShop').

·      1 July 2021, acquisition of the trade and assets of Prevu London Limited via a newly incorporated subsidiary, Prevu Studio Limited.

·      3 August 2021, 50.1% of the issued share capital of Bodytone International Sport S.L.

·      17 September 2021, 75% of the issued share capital of Hairburst Holding Group Limited.

·      30 September 2021, 77.5% of the issued share capital of Wheelbase Lakeland Limited.

·      19 November 2021, 100% of XLR8 Sports Limited trading as Leisure Lakes Bikes.

·      24 December 2021, 100% of GymNation Limited and its 100% owned subsidiary GymNation LLC (together 'GymNation').

The aggregate impact of these acquisitions in the current period is as follows:

			Fair values  acquired £m
Acquiree's net assets at acquisition date:
Intangible assets			34.4
Property, plant & equipment			8.5
Other non-current assets			0.2
Right-of-use assets			26.3
Inventories			31.6
Cash and cash equivalents			35.3
Trade and other receivables			9.6
Trade and other payables			(24.5)
Bank loans and overdrafts			(6.2)
Income tax liabilities			(4.4)
Deferred tax liabilities			(6.6)
Lease liabilities			(26.3)
Net identifiable assets			77.9
Non-controlling interest (various)			(11.6)
Goodwill on acquisition			126.7
Total consideration (including £18.7 million deferred)			193.0

 

Included in the 52 week period ended 29 January 2022 is revenue of £61.9 million and a profit before tax of £4.4 million in respect of these acquisitions.

Full Year Impact of Acquisitions

Had the acquisitions of the entities listed above been effected at 31 January 2021, the revenue and profit before tax of the Group for the 52 week period to 29 January 2022 would have been £8.9 billion and £666.1 million respectively.

Acquisition Costs

Acquisition-related costs amounting to £7.9 million 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.

 

5.   Acquisitions (continued)

Prior period acquisitions

Onepointfive Ventures Limited trading as Livestock ('Livestock')

On 10 February 2020, the Group acquired 100% of the issued share capital of Onepointfive Ventures Limited DBA Livestock ('Livestock') through a newly established Canadian holding company (JDSF Holdings (Canada) Inc.) ('Holdco'). Based in Vancouver, this business and its management will provide the platform to develop JD Group fascias in Canada.

Consideration was comprised of £7.0 million in cash, of which £0.6m was deferred as at the date of acquisition, plus 20% of the equity in Holdco. The fair value of the 20% equity in Holdco was £1.8 million. The deferred consideration of £0.6 million was subsequently paid in June 2021.

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £1.2 million, representing the 'Livestock' fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of £8.4 million is best considered as goodwill on acquisition representing future operating synergies. The goodwill calculation is summarised below:

	Book value £m	Measurement    adjustments £m	Fair value at 10 February 2020  £m
Acquiree's net assets at acquisition date:
Intangible assets	-	1.2	1.2
Property, plant & equipment	0.5	-	0.5
Right-of-use assets	0.5	-	0.5
Inventories	0.5	-	0.5
Cash and cash equivalents	(0.8)	-	(0.8)
Trade and other receivables	0.1	-	0.1
Trade and other payables	(0.5)	-	(0.5)
Deferred tax liability	-	(0.3)	(0.3)
Lease liabilities	(0.5)	-	(0.5)
Income tax liability	(0.3)	-	(0.3)
Net identifiable (liabilities) / assets	(0.5)	0.9	0.4
Goodwill on acquisition			8.4
Consideration - satisfied in cash Consideration - fair value of shares issued Consideration - deferred (paid June 2021)			6.4 1.8 0.6
Total consideration			8.8

 

Included in the 52 week period ended 30 January 2021 was revenue of £10.1 million and a profit before tax of £1.4 million in respect of Livestock.

 

5.   Acquisitions (continued)

Prior period acquisitions (continued)

X4L Gyms Limited

On 22 July 2020, X4L Gyms Limited, a 100% owned subsidiary of JD Gyms Limited acquired certain assets of Wright Leisure Limited trading as Xercise4less following the Group being placed into administration on the same date.

Xercise4less is a UK-based value-gym chain with 50 operational clubs at the date of administration. The company offered high-quality, low-cost contract and non-contract memberships to its members from large operational facilities nationwide.  

The Board believes that Xercise4less further strengthens the Group's presence in the growing UK fitness market with the acquisition providing immediate reach to a wider membership base as well as facilitating the Group's presence as a key player in the market. Xercise4less is a well-established business with a wealth of knowledge in the UK fitness market which the board believes will be complementary to JD. The Board also believes that there will be significant operational and strategic benefits from a combination of the two businesses.

The Board believes the excess of cash consideration paid over the net identifiable assets on acquisition of £14.2 million is best considered as goodwill representing future operating synergies. The goodwill calculation is summarised below:

	Book value £m	Measurement adjustments £m	Fair value at  22 July 2020 £m
Acquiree's net assets at acquisition date:
Intangible assets	16.3	(16.1)	0.2
Property, plant & equipment	7.8	4.4	12.2
Trade and other receivables	0.1	(0.1)	-
Trade and other payables	-	(1.5)	(1.5)
Deferred tax liability	-	(0.9)	(0.9)
Net identifiable assets / (liabilities)	24.2	(14.2)	10.0
Goodwill on acquisition			14.2
Consideration paid - satisfied in cash			24.2

 

Included in the 52 week period ended 30 January 2021 was revenue of £8.1 million and a loss before tax of £3.3 million in respect of X4L Gyms Limited.

 

Of the initial 50 X4L Gyms Limited sites initially acquired, 11 have been subsequently handed back to the landlord, 28 have been re-branded as JD Gyms and 11 continue to operate as X4L Gyms Limited as we continue to review the long-term viability of these sites.

 

5.   Acquisitions (continued)

Prior period acquisitions (continued)

Shoe Palace Corporation and Nice Kicks LLC

On 14 December 2020, JD Sports Fashion Plc's wholly owned intermediate holding company in the US, Genesis Holdings, acquired 100% of the issued shares in Shoe Palace Corporation and the members' interests in Nice Kicks LLC (together 'Shoe Palace'). Shoe Palace has an established retail presence in California, Texas, Nevada, Arizona, Florida, Colorado, New Mexico and Hawaii with 163 stores trading under the Shoe Palace fascia and four stores trading as Nice Kicks at acquisition.

 

Total consideration for the acquisition was £517.6 million, comprising £243.5 million of cash consideration (of which £73.1 million was deferred as at the date of acquisition) and £274.1 million, being the initial fair value of this equity in the enlarged Group in the US calculated using an EBITDA multiple and approved forecasts. Post-acquisition, the £73.1 million of deferred consideration has been settled.

 

Additionally, put and call options, to enable future exit opportunities for the minority interest, have also been agreed, which commence after the end of the financial year to 1 February 2025. A valuation of these put options has been performed using an EBITDA multiple, a suitable discount rate and approved forecasts, and the initial liability of £261.6 million was recognised with the corresponding entry to Other Equity in accordance with the present access method of accounting. These options are required to be fair valued at each accounting period date.

 

Included within the fair value of the net identifiable assets on acquisition is an intangible asset of £105.8 million, representing the 'Shoe Palace' fascia name and an intangible asset of £1.2 million, representing the 'Nice Kicks' fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of £411.0 million is best considered as goodwill on acquisition representing future operating synergies. Due to the proximity of the date of the acquisition to the financial year ended 30 January 2021, information was received during the financial year ended 29 January 2022 which resulted in changes to the measurement adjustments. The changes made were not significant in nature or value, with the final values presented in the table on the next page. The period in which measurement adjustments could be made has now closed on this acquisition.

 

5.   Acquisitions (continued)

Prior period acquisitions (continued)

Shoe Palace Corporation and Nice Kicks LLC (continued)

	Book value £m	Measurement adjustments £m	Fair value at  14 December 2020 £m
Acquiree's net assets at acquisition date:
Intangible assets	0.2	107.0	107.2
Property, plant & equipment	22.7	1.3	24.0
Right-of-use assets	139.8	-	139.8
Other non-current assets	0.6	-	0.6
Inventories	49.7	6.7	56.4
Cash and cash equivalents	3.1	-	3.1
Bank loans and overdrafts	(1.7)	-	(1.7)
Trade and other receivables	10.7	(2.1)	8.6
Trade and other payables - current	(64.2)	6.4	(57.8)
Trade and other payables - non-current	(9.5)	9.5	-
Deferred tax liability	-	(33.8)	(33.8)
Lease liabilities	(139.8)	-	(139.8)
Net identifiable assets	11.6	95.0	106.6
Goodwill on acquisition			411.0
Consideration - satisfied in cash Consideration - fair value of shares issued Consideration - deferred			170.4 274.1 73.1
Total consideration			517.6

 

Included in the 52 week period ended 30 January 2021 was revenue of £56.1 million and a profit before tax of £13.9 million in respect of Shoe Palace.

A Number of Names Limited

On 23 December 2020, the Group acquired 100% of the issued share capital of A Number of Names Limited ('ANON'). ANON is primarily a wholesale business with the licence to the Billionaire Boys Club ('BBC') brand in the UK, Europe, the Middle East, Africa, Australia, Canada and certain other territories.

 

The total fair value of consideration recognised at 23 December 2020 was £5.5 million comprising £3.7 million of cash consideration and £1.8 million of deferred consideration that is contingent upon ANON meeting certain performance criteria. £1.8 million was deemed to be the fair value of the deferred consideration based on management's judgement and best estimates as at 23 December 2020. Due to the proximity of the date of the acquisition to the financial year ended 30 January 2021, information was received during the financial year ended 29 January 2022 which resulted in changes to the measurement adjustments. The changes made were not significant in nature or value and the period in which measurement adjustments could be made has now closed on this acquisition. The Board believes the excess of consideration over the net assets acquired of £2.7 million is best considered as goodwill on acquisition representing future operating synergies.

 

Included in the 52 week period ended 30 January 2021 was revenue of £0.2 million and a break even result before tax in respect of ANON.

 

5.   Acquisitions (continued)

Prior period acquisitions (continued)

 

Other acquisitions

During the period, the Group made several small acquisitions. These transactions were not material.

 

Full year impact of acquisitions

Had the acquisitions of the entities listed above been effected at 2 February 2020, the revenue and profit before tax of the Group for the 52 week period to 30 January 2021 would have been £6.5 billion and £334.9 million respectively.

 

Acquisition costs

Acquisition-related costs amounting to £4.0 million have been excluded from the consideration transferred and have been recognised as an expense in the prior year, within administrative expenses in the Consolidated Income Statement.

 

6.   Related Party Transactions and Balances

 

Transactions and balances with each category of related parties during the period are shown below. Transactions were undertaken in the ordinary course of business on an arm's length basis. Outstanding balances are unsecured (unless otherwise stated) and will be settled in cash.

 

Transactions with Related Parties Who Are Not Members of the Group

Pentland Group Limited

During the financial year, Pentland Group Limited owned 51.9% (2021: 55%) of the issued ordinary share capital of JD Sports Fashion Plc. The Group made purchases of inventory from Pentland Group Limited in the period and the Group also sold inventory to Pentland Group Limited. The Group also paid royalty costs to Pentland Group Limited for the use of a brand.

 

During the period, the Group entered into the following transactions with Pentland Group Limited:

 

	Income from related   parties 2022 £m	Expenditure with related parties  2022 £m	Income from related parties 2021 £m	Expenditure with related parties  2021 £m
Sale of inventory	1.3	-	1.4	-
Purchase of inventory	-	(48.7)	-	(46.7)
Royalty costs	-	(6.2)	-	(1.8)
Marketing costs	-	(0.9)	-	(0.3)

 

At the end of the period, the following balances were outstanding with Pentland Group Limited:

	Amounts owed by related parties 2022 £m	Amounts owed to related parties 2022 £m	Amounts owed by related parties 2021 £m	Amounts owed to related  parties 2021 £m
Trade receivables / (payables)	0.2	(2.5)	0.9	(3.1)

 

6.   Related Party Transactions and Balances (continued)

 

Associates and Joint Ventures

During the period, the Group entered into the following transactions with its associates and joint ventures:

 

	Income from related   parties 2022 £m	Expenditure with related parties  2022 £m	Income from related parties 2021 £m	Expenditure with related parties  2021 £m
Purchase of inventory	-	(12.5)	-	-
Dividends and distributions received	6.9	-	-	-

 

During the period, the Group had the following balances outstanding with its associates and joint ventures:

	Amounts owed by related   parties 2022 £m	Amounts owed to  related parties  2022 £m	Amounts owed by related   parties 2021 £m	Amounts owed to  related parties  2021 £m
Other receivables	0.2	-	-	-
Trade payables	-	(0.3)	-	-

 

Other receivables from associates and joint ventures relate to costs incurred by the Group on behalf of these entities, which have then been recharged.

Other than the remuneration of Directors, there have been no other transactions with Directors in the year (2021: nil). £25,000 of invoices from Cowgill Holloway Business Recovery LLP in respect of professional fees were accrued in the financial year ended 29 January 2022 and paid post year-end (2021: £3,300). Peter Cowgill is indirectly a member of this Limited Liability Partnership through his membership of Cowgill Holloway LLP who are then a member of Cowgill Holloway Business Recovery LLP. Peter Cowgill does not participate in any profit share arrangement relating to either Cowgill Holloway LLP or Cowgill Holloway Business Recovery LLP. In addition, Cowgill Holloway LLP (including member firms of Cowgill Holloway LLP) has acted on behalf of certain vendors where the Group has ultimately completed an acquisition. Where this has occurred, there has been no monetary payments between the Group and Cowgill Holloway LLP (including its member firms).

7.   Held-for-sale

Transaction History

On 18 February 2019, JD Sports Fashion Plc acquired 19,579,964 Footasylum Plc shares at prices between 50 pence and 75 pence per share, representing 18.7% of the issued ordinary share capital. On 18 March 2019, in conjunction with the Board of Footasylum Plc, JD Sports Fashion Plc announced the terms of an offer to be made for the remaining 81.3% of the ordinary share capital of Footasylum at a price of 82.5 pence per ordinary share. This offer was declared unconditional in all respects on 12 April 2019 with acceptances received for a total of 78,176,481 shares representing a further 74.8% of the issued ordinary share capital. On 26 April 2019, the first bulk transfer was made to acquire an additional 80.5 million shares (in addition to the 19.5 million already owned). The formal process to acquire the remaining Footasylum shares (incl. the dissenting shareholders) was completed on 4 June 2019. Footasylum was delisted on 16 May 2019 and converted from an unlisted Plc to a private company on 19 September 2019.

 

 

 

 

 

7.   Held-for-sale (continued)

 

Hold Separate Order and Consolidation

On 17 May 2019, JD Sports Fashion Plc received a 'hold separate' enforcement order from the CMA regarding the Footasylum acquisition. In accordance with IFRS 10 'Consolidated Financial Statements', an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Whilst this transaction was being reviewed by the CMA, the directors of JD Sports Fashion Plc have assessed whether the Group had control over Footasylum and could therefore consolidate the results of Footasylum. In making their judgement, the Directors considered that there was a

simultaneous exchange and completion on the transaction and completion was not conditional on the outcome of the CMA review. The risks and rewards ultimately rested with JD Sports Fashion Plc as legal owner and there would be no pass through to the former shareholders. This evidences that the Group had exposure, or rights, to variable returns from its involvement with the investee. Further, the Group had the power of veto over strategic decision making. After careful consideration, the Directors concluded that the consolidation of Footasylum into the Group financial statements from the date of acquisition was appropriate and was disclosed as a critical accounting judgement in the accounting policies.

 

Held-for-sale

On 4 November 2021, the final ruling from the CMA was that it had again prohibited the Group's acquisition of Footasylum. The final CMA undertakings were issued on 14 January 2022 which was effectively the start date for the Footasylum sale process. Footasylum has been classified as held-for-sale as at 29 January 2022 as:

 

·      the carrying amount of Footasylum will be recovered through the sale transaction;

·      it is available for sale in its present condition;

·      the Group has committed to sell Footasylum and this sale plan has been initiated;

·      Footasylum was being actively marketed at a price that is reasonable in relation to its fair value; and

·      there is an expectation that the sale process will be completed within six months of the classification as held-for-sale.

 

Assets and liabilities of Footasylum held-for-sale		2022 £m
Intangible assets		4.7
Property, plant and equipment		25.2
Deferred tax assets		0.2
Inventories		27.0
Trade and other receivables		21.5
Right-of-use assets		78.5
Assets held-for-sale		157.1
		2022 £m
Trade and other payables		(57.5)
Lease liabilities		(82.0)
Income tax liability		(2.9)
Deferred tax liability		(0.2)
Liabilities held-for-sale		(142.6)

 

Cash and cash equivalents as at 29 January 2022 of £27.2 million have been presented within the Group's cash and cash equivalents in accordance with IFRS 5.

7.   Held-for-sale (continued)

 

Discontinued operations

The presentation of an operation as a discontinued operation is limited to a component of an entity that either has been disposed of or is classified as held-for-sale, and:

·      represents a separate major line of business or geographic area of operations;

·      is part of a coordinated single plan to dispose of a separate major line of business or geographic area of operations; or is a subsidiary acquired exclusively with a view to resale.

Whilst the disposal of Footasylum is significant for the Group, it is subject to a single plan and can be distinguished operationally and for financial reporting purposes, the disposal of Footasylum should not be classified as a discontinued operation. This is because the Group has other subsidiaries and operations within the Sports Fashion segment in the UK, therefore Footasylum does not represent a separate major line of business or geographic area for the Group. However, the Group is required to disclose the impact of the disposal.

8.   Provisions

A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the obligation can be estimated reliably.

Property Provision

Within property provisions, management has provided for expected dilapidations on stores and warehouses. This provision covers expected dilapidation costs for any lease considered onerous, any related to stores recently closed, stores which are planned to close or are at risk of closure and those under contract but not currently in use. Management maintains all properties to a high standard and carry out repairs whenever necessary during their tenure. Therefore, if there is no risk of closure, any provision would be minimal and management do not consider it necessary to hold dilapidation provisions for these properties.

 

Other Provisions

Included within other provisions is £2.0m in respect of the CMA's ongoing investigation into the sale of the Rangers FC branded replica football shirts. This provision represents management's best estimate of the liability payable in respect of this matter, including associated legal costs, based on the information available to it at the date of approving these financial statements which includes consideration of the provisional Statement of Objections which the CMA issued on 7 June 2022. The CMA's findings are, at this stage, only provisional and the Group will review them with its advisors. The CMA will consider any representations that are made before issuing its final findings and accordingly the amount to be settled could be materially different to the amount provided. The CMA has not yet confirmed when it will release its final decision on this matter but the Group currently expects this to occur within 12 months of the date of approval of these financial statements along with any related outflows.

 

The remaining balance in other provisions is made up of various other trade provisions and legal costs. The provisions are estimated based on accumulated experience, supplier communication and management approved forecasts.

 

Onerous Contracts Provision

Within the onerous contracts provision, management has provided against the minimum contractual cost for the remaining term on a non-cancellable logistics services contract for the Azambuja warehouse in Portugal within the SportZone division. The provision will be unwound over the remaining 8 year period ending 30 September 2030.

 

 

8.   Provisions (continued)

	Property provision £m	Other provisions £m	Onerous contracts £m	Total £m
Balance at 1 February 2020	-	-	-	-
Provisions created during the year	-	-	5.8	5.8
Balance at 30 January 2021	-	-	5.8	5.8
Provisions reclassified from accruals	11.2	14.2	-	25.4
Provisions released during the year	(2.0)	(6.7)	(0.7)	(9.4)
Provisions created during the year	9.4	5.0	-	14.4
Provisions utilised during the year	(0.4)	(2.7)	-	(3.1)
Balance at 29 January 2022	18.2	9.8	5.1	33.1

The £9.4 million of property provision created in the year relates to the provision for expected dilapidations for the UK Distribution Centre and across a number of stores in the portfolio.

£4.8 million of the other provisions released the year arises following settlement of an ongoing legal case during the year. The £5.0 million of other provisions created in the year relates to various trade provisions and legal costs.

Provisions have been analysed between current and non-current as follows:

	2022 £m	2021 £m
Current	13.2	0.7
Non-current	19.9	5.1
Total provisions	33.1	5.8

 

9.   Contingent Liabilities

 

The activities of the Group are overseen by a number of regulators around the world and, whilst the Group strives to ensure full compliance with all its regulatory obligations, periodic reviews are inevitable which may result in a financial penalty. If the risk of a financial penalty arising from one of these reviews is more than remote but not probable or cannot be measured reliably then the Group will disclose this matter as a contingent liability. If the risk of a financial penalty is considered probable and can be measured reliably then the Group would make a provision for this matter.

 

CMA Investigation

On 23 September 2021, the Competition and Markets Authority ('CMA') launched an investigation under section 25 of the Competition Act 1998 ('CA98') into suspected breaches of competition law by Leicester City Football Club Limited and JD Sports Fashion Plc, together with their affiliates. The Group continues to co-operate fully with the CMA.

 

The CMA has not reached a view as to whether there is sufficient evidence of an infringement of competition law for it to issue a statement of objections or, ultimately, an infringement decision, to any party under investigation. Therefore, at this stage, it is not possible to determine with sufficient certainty that a liability will ultimately arise. Indeed, not all cases result in the CMA issuing a statement of objections or an infringement decision.  The CMA has indicated that it will publish a further update in September 2022.

 

10.  Subsequent Events

 

Directorate Change

On 25 May 2022, the Group announced that it had decided to accelerate the separation of the roles of Chair and Chief Executive Officer. Peter Cowgill stood down as Chief Executive Officer and Executive Chairman with immediate effect. Helen Ashton was appointed as Interim Non-Executive Chair and Kath Smith was appointed as Interim Chief Executive Officer. 

 

10.  Subsequent Events (continued)

 

Acquisition of Total Swimming Group

On 27 May 2022, JD Sports Fashion Plc completed, via its existing subsidiary JD Sports Gyms Limited, the acquisition of a 60% share in Total Swimming Group. Initial cash consideration paid was £11.1 million with a maximum of £4.0 million of deferred consideration that is contingent upon future performance criteria and certain closing conditions. Total Swimming Group was founded by former Olympic swimmers Steve Parry, Rebecca Adlington and Adrian Turner to make swimming more accessible and includes Swim!, the first multi-site operator of dedicated children's learn to swim centres in the UK. The acquisition provides a broadening of the Group's leisure interests, which now includes gyms and pools. In its 2021 financial year, Total Swimming Group generated revenues of £8.6 million. Due to the proximity of the date of the acquisition and the date of this announcement, it is not possible to present a provisional goodwill calculation or the provisional fair values of the assets and liabilities acquired. The provisional goodwill calculation will be presented in the announcement of our Interim Results.

 

11.  Accounts

The financial information set out above does not constitute the Group's statutory accounts for the 52 weeks ended 29 January 2022 or 52 weeks ended 30 January 2021 but is derived from those accounts. Statutory accounts for the 52 weeks ended 30 January 2021 have been delivered to the Registrar of Companies, and those for the 52 weeks to 29 January 2022 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.