31 May 2024
JD SPORTS FASHION
PLC
UNAUDITED FY24
RESULTS
FOR THE 53 WEEKS TO 3
FEBRUARY 2024
STRATEGIC PROGRESS IN A
CHALLENGING MARKET
JD Sports Fashion Plc (the
'Group'), the leading global retailer of sports, fashion and
outdoor brands, today announces its full year unaudited results for
the 53 weeks ended 3 February 2024. To aid comparison, the FY24
results, associated commentary and percentage changes are presented
below on an unaudited 52-week basis unless otherwise
stated.
Commenting on the results, Régis Schultz, Chief Executive
Officer of JD Sports Fashion Plc, said:
"In the period, we again outperformed the market delivering
organic sales growth* of 9% and Premium Sports Fashion organic
sales growth* of 11%. This strong revenue performance was delivered
in a challenging market, particularly through our peak trading
period.
"We made important strategic progress: putting the JD Brand
First through opening over 200 new JD stores; strengthening our
Complementary Concepts through the proposed acquisitions of Courir
and, announced after the period end, Hibbett; simplifying the group
by taking full control of ISRG and MIG and divesting non-strategic
businesses; building the right governance and organisation for a
global group of our size; and investing in our people and
infrastructure to deliver our growth strategy.
"I would like to take the opportunity to thank our people
throughout the business for their hard work in delivering another
year of market outperformance.
"We have started the new financial year with Q1 in line with
our expectations in a volatile market and we are on track to
deliver our profit guidance for the full year. Looking further
ahead, we have a strong business model and a clear strategy to
deliver long-term growth and value creation for our
shareholders."
Performance summary
£m
|
53w to
3 Feb 2024
(unaudited)
|
52w to
27 Jan 2024*
(unaudited)
|
52w to
28 Jan 2023 (restated)1
(unaudited)
|
Change
(52v52)
|
Revenue
|
10,542.0
|
10,397.2
|
10,125.0
|
2.7%
|
Gross margin
|
47.9%
|
48.0%
|
48.2%
|
(20)bps
|
Operating profit before adjusting
items*
|
979.9
|
973.9
|
1,060.3
|
(8.1)%
|
Operating margin before adjusting
items*
|
9.3%
|
9.4%
|
10.5%
|
(20)bps
|
Profit before tax and adjusting
items*
|
917.2
|
912.4
|
991.4
|
(8.0)%
|
Adjusted basic earnings per share*
(p)
|
12.14
|
|
13.39
|
(9.1)%
|
Net cash before lease liabilities*
at period end
|
1,032.0
|
|
1,469.3
|
|
Statutory measures
|
|
|
|
(53v52)
|
Revenue
|
10,542.0
|
|
10,125.0
|
4.1%
|
Operating profit
|
927.2
|
|
806.0
|
15.0%
|
Net financial expense and
impairment loss on financial assets
|
(116.0)
|
|
(319.3)
|
(63.7)%
|
Profit before tax
|
811.2
|
|
486.7
|
66.7%
|
Basic earnings per share
(p)
|
10.45
|
|
3.65
|
|
Dividend per share (p)
|
0.9
|
|
0.8
|
12.5%
|
1Explanations for restating FY23 numbers can be found in Note
15 of this announcement and Note 39 to the Consolidated Financial
Statements
Throughout this release,'*'
indicates the use of Alternative Performance Measures. Please refer
to pages 56 to 62 for the further information including
reconciliations to statutory measures.
Financial highlights
· Organic sales growth* of 9.0%, Premium Sports Fashion organic
sales growth* of 10.9% and like-for-like sales growth* of
3.8%
· Revenue growth* of 2.7% to £10,397.2m, after disposal
impact
· Gross margin of 48.0%, down slightly on prior period
reflecting elevated market promotional activity during peak
trading
· Profit before tax and adjusting items* for the 53-week period
of £917.2m down 7.5%, reflecting continued investment in people,
stores, systems & supply chain
· Profit before tax, for the 53-week period, of £811.2m, up
66.7% due to a reduction of £398.7m in adjusting items*
· Adjusted basic earnings per share* down 9.1%
· Net
cash before lease liabilities* of £1,032.0m, down on prior period
due mainly to acquisitions of ISRG & MIG, & increased
capital expenditure* of £539.7m, in line with our strategy &
delivering strong returns
· Proposed final dividend of 0.6p; total proposed dividend up
12.5% to 0.9p
· Q1
performance in line with expectations and maintaining full year
profit before tax and adjusting items guidance of
£955m-£1,035m
Strategic highlights
· JD
Brand First
o Opened over 200 new JD stores; plan for over 200 new JD
stores in FY25
o New stores exceeding internal sales expectations by 20% on
average & delivering payback of less than our three-year
internal target
· Complementary Concepts
o Simplified the Group through acquiring non-controlling
interests of ISRG & MIG, & disposing of majority of
non-core businesses
o Announced proposed acquisitions of Courir in Europe &,
after the period end, of Hibbett, Inc. in North America
· Beyond Physical Retail
o New distribution centre in Heerlen (Netherlands) began
operations
o New website platform rollout from FY25
· People, Partners & Communities
o Investment in people of over £70m, in addition to minimum and
living wage increases
o Strengthened the management team; continued to invest in
governance & control environment
o Relaunched the JD Foundation
o Maintained strong Carbon Disclosure Project climate change
ratings
Enquiries:
JD Sports Fashion
Plc Tel:
0161 767 1000
Régis Schultz, Chief Executive
Officer
Dominic Platt, Chief Financial
Officer
Mark Blythman, Director of
Investor Relations
Advisors
Bank of America - Antonia
Rowan
Tel: 0207 628 1000
Peel Hunt LLP - Dan
Webster
Tel: 0207 418 8869
FGS Global - Rollo Head, Jenny
Davey, James Thompson
Tel: 0207 251
3801
Cautionary note regarding forward-looking
statements
This announcement contains certain
forward-looking statements relating to expected or anticipated
results, performance or events. Such statements are subject to
normal risks associated with the uncertainties in our business,
supply chain and consumer demand along with risks associated with
macro-economic, political and social factors in the markets in
which we operate. Whilst we believe that the expectations reflected
herein are reasonable based on the information we have as at the
date of this announcement, actual outcomes may vary significantly
owing to factors outside the control of the Group, such as cost of
materials or demand for our products, or within our control such as
our investment decisions, allocation of resources or changes to our
plans or strategy. The Group expressly disclaims any
obligation to revise forward-looking statements made in this or
other announcements to reflect changes in our expectations or
circumstances. No reliance may be placed on the forward-looking
statements contained within this announcement.
Presentation of results
The presentation to analysts will
take place at 0900 (BST) on 31 May 2024. To register for the live
webcast of this presentation, please use the following link:
https://brrmedia.news/JD_FY_24
Financial calendar
27 June 2024: AGM
August 2024: Q225 trading
update
26 September 2024: H125
results
November 2024: Q325 trading
update
January 2025: Q425 trading
update
About JD Sports Fashion Plc
Founded in 1981, the JD Group
('JD') is a leading global omnichannel retailer of Sports Fashion
brands. JD provides customers with the latest sports fashion
through working with established and new brands to deliver products
that our customers most want, across both footwear and apparel. The
vision of JD is to inspire the emerging generation of consumers
through a connection to the universal culture of sport, music and
fashion. JD focuses on four strategic pillars: JD Brand First,
first priority, first in the world; leveraging Complementary
Concepts to support JD Group global expansion; moving Beyond
Physical Retail by building the right infrastructure and creating a
lifestyle ecosystem of relevant products and services; and doing
the best for its People, Partners and Communities. JD is a
constituent of the FTSE 100 index and had 3,317 stores worldwide at
3 February 2024.
Chief Executive Officer's Review
In the period, we once again
outperformed a challenging and volatile market with organic sales
growth* of 9%, broadly in line with our objective to deliver double
digit growth, and organic sales growth* in Premium Sports Fashion
of 11%, ahead of our objective. Our financial strength was
highlighted by the investment in opening over 200 new JD stores in
the period, in line with our plans, and the proposed acquisitions
of Courir, announced in July 2023, and Hibbett, Inc. ('Hibbett'),
announced after the period end in April 2024.
We achieved good progress in the
first year of our five-year strategic plan across the four pillars
of JD Brand First, Complementary Concepts, Beyond Physical Retail
and People, Partners and Communities. Our drive to deliver this
plan is unrelenting, exhibited most recently with the proposed
acquisition of Hibbett in the key North American market. Hibbett
will be one of our Complementary Concepts in North America,
alongside Shoe Palace and DTLR, supporting the nationwide, mall-led
growth opportunity in the US for the JD brand, with more
regionalised growth in local communities. We are excited by the
opportunities Hibbett will bring to our North America
business.
We again made significant
investments in our people, our governance and our control
environment to ensure we have a strong platform for long-term
growth: we've invested over £70m in our people through levelling up
and increasing pay across our workforce, in addition to minimum and
living wage increases; we are strengthening our cyber security and
improving the quality of our operating systems platform; and we are
ensuring we have a more efficient supply chain, reflecting the
changing global business mix, both by geography and by sales
channel. These investments are the right choices for the business
but have weighed on profit progression in the period.
I am confident that the global
sportswear market, and in particular, the athleisure space within
it, has many years of structural growth ahead of it, with
favourable trends like casualisation and active lifestyles
continuing. Euromonitor1 is forecasting that the
sportswear market will achieve value growth of 6.6% per year from
2023 to 2028, on average. This would take the total value of the
market from $396bn in 2023 to $544bn in 2028. We believe that
through our growing brand presence, our industry-leading buying and
merchandising team, our powerful brand partner relationships and
both our strong balance sheet and cash generation capability, we
will outperform the market and deliver double digit market shares
in all our key markets.
Performance
In the 52 weeks to 27 January
2024, we achieved revenue* of £10,397.2m, 2.7% up on the
comparative 52-week period, in what ended up being a very
challenging market. In constant currency, sales growth* was 2.9%.
Revenue growth* was impacted negatively by disposals made during
the period. Like-for-like ('LFL') sales growth* was 3.8% and there
was a 5.2% benefit from new stores, leading to organic sales
growth* of 9.0%. This organic sales growth* exceeded estimated
market value growth1 of 6.3% in the period, meaning we
outperformed the market organically and we increased our share of
the global sportswear market by 10 basis points to 3.4%.
Region2 - From a
geographical point of view, all regions grew revenue in the period
other than the UK, which was impacted principally by non-core
divestments made over the last two years. UK revenue declined 8.3%
to £3,510.2m. Europe revenue increased 16.3% to £3,093.5m, North
America revenue increased 8.4% to £3,413.5m and Asia Pacific
revenue increased 7.5% to £524.8m. Growth in our newer markets has
resulted in a better business balance geographically with the UK
generating 33% of revenue, North America 32%, Europe 29% and Asia
Pacific 5%.
Channel2 - Our retail
stores grew revenue by 8.9% to £7,956.6m with our online channel
declining by 7.6% to £2,350.3m, reflecting the continued shift back
to pre-pandemic online participation and our investment in stores.
As a result, stores now represent 76% of our revenue and online is
22%, with other, mainly gym memberships, outdoor living equipment
and some wholesale revenue, at 2%. With our focus on customer
satisfaction, we are increasingly channel agnostic, meaning we
don't mind where a sale is made - bought in store, bought online
and delivered to home, or bought online and delivered to
store.
Category2 - Footwear
continued to perform strongly with revenue growth of 8.2% to
£5,920.4m, while apparel revenue, impacted by the milder
Autumn/Winter weather, declined 4.3% to £3,408.4m. Accessories
revenue grew by 6.4% to £669.5m while other revenue, which includes
outdoor living equipment, delivery income and gym memberships, grew
17.3% to £543.7m. This means we continue to build a good mix of
products delivering a 'head-to-toe' shopping opportunity with
footwear at 56%, apparel at 32% and accessories at 6% of
revenue.
We ended the period with 3,317
stores worldwide, 73 fewer than at the start of the period, due
mainly to the divestment of non-core businesses in the UK, our
planned withdrawal from South Korea and the bankruptcy of the SUR
business in the Netherlands, where 72 stores closed.
Gross margin was 48.0%, down
slightly on the prior period, with a positive mix benefit from the
strong organic sales growth* of the JD brand offsetting broadly the
impact from the elevated market promotional environment we
experienced mainly in Q4, specifically through the peak trading
period in December.
Operating costs before adjusting
items* were 5.1% up on the prior period as
we accelerated our operating cost investment in people, systems,
supply chain and new stores. In addition to the strong growth in
minimum and living wages across a number of our markets, we
invested £70m in our people, including removing age banding in the
UK, and we are seeing the benefits of this investment through more
productive teams and lower colleague turnover in our stores.
Further, there were costs associated with investments we are making
in stores, distribution centres ('DC') and systems in anticipation
of generating the benefits from higher sales and a more efficient
supply chain. As a result of these investments, operating profit
before adjusting items* was down 8.1% to £973.9m and the operating
margin before adjusting items* was 9.4%, down from 10.5% in the
prior period.
Profit before tax and adjusting
items* was £912.4m, down 8.0%, and in line
with the revised guidance given in January which was on a 53-week
basis. This was lower than we anticipated at the half year due to
lower revenue in the second half of the period combined with
continued cost investment for future growth. Profit before tax for
the 53-week period to 3 February 2024 was up 66.7% to £811.2m due
to a lower level of adjusting items* compared to the prior
period.
Adjusted basic earnings per share*
was 12.14p, 9.1% lower than the prior period due to lower profit
before tax and adjusting items* and the increase in the adjusted
effective tax rate*. Offset partially by an in-year benefit to
adjusted basic earnings per share* from the buying out of the
non-controlling interests ('NCI') in ISRG and MIG.
At the end of the period, we had
net cash before lease liabilities* on our balance sheet of
£1,032.0m. This reflects a cash outflow in the period of £437.3m,
due mainly to mergers and acquisitions expenditure of £611.0m
following the acquisitions of the ISRG and MIG NCIs and an increase
in cash capital expenditure of £180.4m as we stepped up our store
opening programme and continued to invest in strengthening our
operational efficiency.
Reflecting the Group's
performance, our continued strong operating cash generation and the
Board's confidence in our long-term growth strategy and prospects,
the Board is proposing a final dividend of 0.6p per ordinary share.
This maintains the 1/3:2/3 split between the interim and proposed
final dividend that was guided to at our half year results. This
proposed final dividend takes the proposed total dividend for the
period to 0.9p per ordinary share, an increase of 12.5% on the
prior period. The proposed final dividend will be paid on 12 July
2024 to all shareholders on the register at 14 June
2024.
1Source: Euromonitor International Limited, Apparel &
Footwear 2024 edition, retail value RSP incl sales tax, US$, year
on year exchange rate, current terms
2The analysis of sales performance and breakdown by region,
channel and category is on a 53-week basis, including the benefit
of the 53rd week
Strategy Update
Our vision is to be the leading,
global Sports Fashion powerhouse. Our five-year strategic plan,
launched at our Capital Markets Day in February 2023, is the
roadmap to achieving this vision. The plan has four key strategic
pillars: -
1. JD
Brand First - increasing the JD store footprint
globally
2.
Complementary Concepts - strengthening our complementary sports
fashion offers
3. Beyond
Physical Retail - building a stronger platform for long-term
growth
4. People,
Partners and Communities - being the best for our people, our
partners and our communities
We have made good progress on all
key elements of our five-year plan to become the leading, global
sports fashion powerhouse retailer. In the period, we opened over
200 new JD stores across 23 countries; our other US fascias
performed well and continue to give us reach across the US, the
world's biggest sportswear market; we launched our JD STATUS
loyalty programme in the UK; we opened our new DC in Europe; and we
moved closer to rolling out our new Group HR Information System
(HRIS).
We remain focused on delivering
our 'triple-double' of double-digit sales growth3,
double-digit operating margin3 and double-digit market
shares in our key markets over the course of the plan. In respect
of our target for double-digit sales growth3, we made a
good start in the first year, delivering organic sales growth* of
9.0% in what ended up being a challenging and volatile market. With
the positive impact from the proposed acquisitions of Courir and
Hibbett to come, we remain confident of achieving this target. On
operating margin*, our target is to reach and maintain a
double-digit operating margin3 within the course of the
plan. The operating margin* was lower this period than in the base
period, reflecting the necessary investment in our operating
platforms for long-term growth.
3Sales growth is measured using organic sales growth and
operating margin is measured using operating margin before
adjusting items*. These terms are defined in the Alternative
Performance Measures section on pages 56 to 62.
JD Brand First
The JD brand is our priority and
we have three growth pillars for our JD Brand First strategy;
accelerating the opening of, and conversion to, JD stores in North
America; accelerating the opening of, and conversion to, JD stores
in Europe; and expanding the JD brand further by entering new
markets through either acquisition or franchise. There is
significant 'white space' for the JD brand to grow in North
America, Europe and Asia Pacific. Accordingly, we anticipate the JD
store opening programme will contribute around 5%pts of new space
each year through the course of the five-year strategic
plan.
This financial period saw an
acceleration of our JD store opening programme. In total, we added
216 new JD stores in the period, constituting 157 new stores and 59
conversions from other brands, mainly Finish Line in the US, as
planned. We opened in 23 countries across all our key markets and
launched the brand in three new markets - Croatia, Cyprus and
Slovakia - which took the total number of countries with a JD store
to 30 around the world. Return on investment for our JD store
opening programme remained ahead of expectations with an average
payback of less than three years and new JD store uplifts are more
than 20% ahead of expectations.
There continues to be good
momentum in North America where we converted 57 Finish Line stores
to the JD fascia and we opened a further 40 new JD stores across
the US and Canada. New locations for the JD brand included the
Aventura mall near Miami, the third largest in the US, the American
Dream mall in New Jersey, the Fashion Show mall in Las Vegas and at
Laval in Montreal, Canada.
In Europe, we opened 84 new JD
stores, including the stores we acquired from Conbipel in Italy and
the majority of the ex-GAP stores we acquired in and around Paris.
We opened our first stores in Croatia, Cyprus and Slovakia, and we
also opened new stores in European cities such as Athens, Bucharest
and Vienna. After the period end, we opened our new flagship store
on the Champs Elysees ahead of the 2024 Paris Olympics, which will
help to grow global awareness of the JD brand. During the period,
we acquired the NCIs in Iberia via ISRG and Central/Eastern Europe
via MIG, which will strengthen our foothold in these geographies
and accelerate our European expansion of the JD brand. We have
identified between 40 and 50 stores for conversion to JD from
within the ISRG and MIG businesses and we expect to complete these
conversions over the course of the next 24 months.
In UK/ROI, the main strategic
focus continues to be on improving locations or store size in
existing cities and towns. During the period, we opened 21 new
stores and closed 13, therefore growing our store portfolio by a
net eight stores. Highlights included the relocation and upsizing
of the Birmingham Bullring store and new stores in Coventry and
Bedford. After the period end, we opened our new flagship store at
Stratford in London.
In Asia Pacific, we opened 14 new
JD stores but closed 13, including 12 due to our strategic
withdrawal from South Korea. We opened new stores in cities such as
Auckland, Bangkok and Kuala Lumpur and we finalised the acquisition
of our NCIs interests in south east Asia, which is helping us
accelerate the growth of the JD brand in these
markets.
In addition to 'own store' growth,
in July we signed our first franchise agreement in the Middle East
with Gulf Marketing Group ('GMG'). This agreement has an initial
target of 50 franchised JD stores by 2028 across UAE, Saudi Arabia
and Egypt. After the period end, the first store was opened in
Bahrain. Also, after the period end, we signed our second franchise
agreement, this time in South Africa, with The Foschini Group and
we are targetting over 40 franchised stores for this region over
the next five years.
Importance of Complementary
Concepts
Our Complementary Concepts allow
us to widen our customer base and sharpen our customer focus. We
have four key pillars within this element of our strategy:
growing our community brands within North
America; acquiring Courir to develop a new, complementary sports
fashion offer; optimising the profitability of the ISRG and MIG
businesses within Europe; and divesting non-core fascias within the
Group. In addition, we leverage our complementary
brands at the top of our brand pyramid, such as Size? and
Footpatrol, by providing an environment for seeding new product
ideas, launching exclusive ranges and introducing new brands to the
Group.
The US
market is segmented between malls and neighbourhoods. While the JD
brand is focused on malls, our neighbourhood community fascias of
Shoe Palace and DTLR ensure that the Group also has a strong
community proposition as well. During the period, we opened 14 new
stores across these fascias in the US, but closed 10 as we improved
the overall strength of the store portfolio. In the new financial
year, we plan to accelerate the opening programme to around 30 new
community stores.
The acquisition of Courir has
proved to be a lengthy process and it remains subject to review by
the European Commission. Once the process is concluded, Courir will
add a new dimension to our brand portfolio with its stronger female
product range and customer base. This will not only complement our
existing proposition in Europe but also provide learnings to the JD
brand and other brands within the Group.
We simplified the Group further
through the acquisition of the NCIs in ISRG and MIG in the period.
This allowed us to accelerate our store conversion plans in these
markets, as well as placing the loss-making SUR business into
bankruptcy. We continued to reduce our portfolio of businesses
through the disposals of brands such as Focus, GymNation and
Hairburst. Following the NCI buyouts, we will improve the
profitability of both ISRG and MIG by optimising the organisational
structures and more closely integrating these businesses into the
Group.
After the period end, we announced
the proposed acquisition of Hibbett, Inc. for £899m. Hibbett is
located in Birmingham, Alabama, it has 1,169 stores across its
Hibbett and City Gear retail fascias, and it has strong
relationships with the key brand partners in North America. This
acquisition is in line with our strategic priorities and it is an
important transaction for our strategic and financial development.
Strategically, Hibbett will strengthen our Complementary Concepts
division, enhance our North America presence and provide a stronger
platform for the future organic growth of the Group in the region.
Financially, it accelerates our North America growth plans and will
be earnings enhancing from the first full year post-acquisition.
Before completion, which we anticipate will be in the second half
of 2024, the transaction will need Hibbett stockholder approval and
US anti-trust clearance.
JD Beyond Physical Retail
Having expanded both our physical
and digital channels successfully in recent years, we are now
focusing on creating a single omnichannel experience. We are
agnostic about which channel a sale is made in. The technology
investments we are making, including loyalty, will make our
proposition more omnichannel and give us a better single view of
the customer. We believe that JD, as a brand, is trusted by
consumers and this relationship can be developed further to create
a lifestyle ecosystem of relevant products
and services.
There are five areas of focus:
replatforming our websites; strengthening our cyber security;
developing our omnichannel proposition further; developing our
loyalty programme; and improving the efficiency and effectiveness
of our supply chain.
We are planning to go live in FY25
with our replatformed websites, starting with Italy as our proposed
first go-live market. For all companies, cyber-crime is a growing
global threat and we continue to invest in our cyber security. We
have recruited a Chief Information Security Officer to lead our
cyber programme.
Our click and collect trial in
France is providing learnings for the future and we had over 100
stores live by the period end. We are now building out a roadmap
for future click and collect markets in Europe.
Our JD STATUS loyalty programme in
the US now has 5.1m active members and, following a successful
trial, we rolled out JD STATUS across the UK during the period. By
the period end, we had 800k app downloads in the UK, of which
75-80% were active users. The average transaction value of JD
STATUS members in the UK is over 40% higher than non-members.
Members of JD STATUS and Nike Connected will soon start to benefit
from improved targetting of offers and other benefits as the two
programmes improve their connectivity going forward, and we will
launch JD STATUS into European markets during the new financial
year.
We continued to make progress on
our UK/European supply chain optimisation with the Heerlen DC
opening manually for selected brand partners and own brand. Going
forward, we will automate Heerlen, enabling it to serve as the
logistics hub for the Group across Continental Europe.
People, Partners &
Communities
We want to provide our colleagues
with the best opportunities to develop their individual careers and
to support them in achieving their ambitions, to be the best
partner for the brands and the best partner for the communities
where we operate. Improving ESG performance is an integral part of
our Group strategy. As a FTSE 100 Company, we recognise that our
scale enables us to make positive, lasting changes.
We are currently focused on:
improving our people systems functionality; creating a target
organisation for future growth and people development; developing
our key partner programmes; and continuing to make a positive
contribution to the communities where we operate.
Our people are at the heart of our
business. We are investing in a new global HRIS which will ensure a
more seamless HR experience for our people. We will start going
live with the new system in 2024. We have invested £70m in our
people in the period including through the removal of age wage
banding in the UK, improved bonus and conditions for UK store
managers and salary increases. As well as these investments, there
have also been mandatory minimum and living wage increases. This
helps to ensure we recruit and retain the best talent. In the UK,
following this investment, we have seen a significant reduction in
colleague turnover.
We strengthened our global
leadership team with the hiring of Dominic Platt as the Group's new
Chief Financial Officer (CFO) and Dominic has made a strong
contribution to the Group in his first few months.
Our commitment to our community is
showcased through our ongoing partnership with the JD Foundation
and various community support programmes across the regions, such
as the Shoe Palace 'Believe to Achieve' programme. The JD
Foundation strategy is evolving to focus on social mobility,
building stronger youth communities and transforming young people's
lives through opportunities, engagement and social change. 60% of
our employees are under 25 and 87% are under 35.
We are very proud of our ongoing
climate achievements which include: achieving an 'A-' 'Climate
Change' grade, ahead of the UK retail sector average, from the
Carbon Disclosure Project (CDP) for the fourth successive year;
achieving a 'B' grade for CDP Water Security, also ahead of the UK
retail sector average; sourcing 95% of cotton for our private label
products via the 'Better Cotton' initiative; and retaining our
'Zero Waste to Landfill' accreditation at our largest UK and
European distribution and office locations.
Q125 Trading
Update
Trading in the 13 weeks to 4 May
2024 was in line with our expectations. LFL sales* were down 0.7%
against a strong comparative of 14.5% in Q1 last year and organic
sales growth* was 4.9% against a comparative of 19.7% in Q1 last
year. Promotional activity in the market remained elevated in Q125
across all regions. Regionally, we achieved LFL sales growth* in
both Europe and North America with Asia Pacific down 0.1% (against
a 22.5% comparative). In the UK, our continued promotional
discipline, particularly in the online channel, and a tough
comparative from Q1 last year, led to LFL sales* being, down 6.4%.
The UK therefore held back the JD fascia overall, although LFL
sales growth* was achieved in our complementary fascias in North
America and in our Sporting Goods fascias.
Organically, reflecting the
strength of our JD store rollout programme, both Europe and North
America achieved double-digit organic sales growth* with Asia
Pacific delivering high single-digit growth.
Q125
|
LFL
sales growth*
|
Organic
sales growth*
|
1UK
|
(6.4)%
|
(5.8)%
|
1Europe
|
1.6%
|
10.8%
|
North America
|
2.0%
|
8.2%
|
Asia Pacific
|
(0.1)%
|
10.1%
|
Group
|
(0.7)%
|
4.9%
|
1From FY25, we will move to new segmentation, which includes
moving the reported sales from the Republic of Ireland from UK/ROI
to Europe. This new segmentation is detailed within the CFO
statement.
Gross margin was 48.2%, in line
with the prior period, reflecting our margin discipline through Q1,
and in line with our expectations.
We are maintaining our full year
profit before tax and adjusting Items* guidance of £955m-1,035m.
This includes a c.£55m annual increase, announced at our March
update, from the accounting policy change to include amortisation
of acquired intangibles as an adjusting item from FY25
onwards.
We will release our Q2 trading
update in August 2024.
Régis Schultz
Chief Executive Officer
31 May 2024
Chief Financial Officer's Statement
Financial Performance
FY24 is a 53-week period ended 3
February 2024.
A number of prior period
adjustments have been identified during the course of the audit
that has led to a restatement of the comparative period. For more
details on prior period adjustments see Note 15 of this
announcement and Note 39 to the accounts. These findings reinforce
the need to continue our programme to improve the effectiveness of
our internal controls over financial reporting.
The comparative period is 52 weeks
to 28 January 2023. To aid comparability, the headline results,
associated commentary and percentage changes are presented on an
unaudited 52-week basis unless otherwise stated.
|
FY24
(unaudited)
exclude
|
FY23
(restated)1
|
Change
|
£m
|
53
weeks
|
53rd week*
|
52 weeks*
|
52 weeks
|
(52v52)
|
Revenue
|
10,542.0
|
(144.8)
|
10,397.2
|
10,125.0
|
2.7%
|
Gross profit
|
5,048.0
|
(61.7)
|
4,986.3
|
4,877.6
|
2.2%
|
Gross margin
|
47.9%
|
42.6%
|
48.0%
|
48.2%
|
(20)bps
|
Operating costs before adjusting
items*
|
(4,068.1)
|
55.7
|
(4,012.4)
|
(3,817.3)
|
5.1%
|
Operating profit before adjusting items*
|
979.9
|
(6.0)
|
973.9
|
1,060.3
|
(8.1)%
|
Operating margin before adjusting
items*
|
9.3%
|
|
9.4%
|
10.5%
|
(111)bps
|
Net financial expense and impairment
loss on financial assets *
|
(62.7)
|
1.2
|
(61.5)
|
(68.9)
|
(10.7)%
|
Profit before tax and adjusting items *
|
917.2
|
(4.8)
|
912.4
|
991.4
|
(8.0)%
|
Adjusting items *
|
(106.0)
|
|
(106.0)
|
(504.7)
|
|
Profit before tax
|
811.2
|
(4.8)
|
806.4
|
486.7
|
65.7%
|
Throughout this release,'*'
indicates the use of Alternative Performance Measures. Please refer
to pages 56 to 62 for further information including reconciliations
to statutory measures.
1.A prior period adjustment of
£37.9m has been recorded impacting the classification of marketing
income from operating costs before adjusting items* to Gross
profit. This has increased gross margin by 40bps compared to the
prior period reported figure. Further details are included in Note
39 to the Consolidated Financial Statements, which also explain a
net £45.8m increase to prior period reported adjusting items and
profit before tax.
Consolidated Income
Statement
Revenue*
Revenue* for the Group increased
2.7% to £10,397.2m (2023: £10,125.0m). Sales growth* in constant
currency was 2.9%.
Organic sales growth* was 9.0% and
this comprised 3.8% like-for-like ('LFL') sales growth*
and 5.2% sales growth from net new space,
which is not LFL period-on-period
('non-LFL'*).
The remaining difference between
organic sales growth of 9.0% and sales growth in constant currency
of 2.9% is the impact of disposals.
Gross Margin
Total gross margin was down
slightly at 48.0% (2023: 48.2%). The increase in JD fascias driving
a higher proportion of sales through our store channel, as opposed
to online, and the higher gross margin from the JD fascia growth,
offset largely the impact of elevated market promotional activity,
particularly during peak trading.
Operating Profit Before Adjusting
Items*
Operating profit before adjusting
items* was £973.9m, being 8.1% down on the previous period. The
operating margin before adjusting items* was 9.4%, down 111bps on
the previous period. Overall, operating costs before adjusting
items* grew 5.1% to £4,012.4m driven by selling & distribution
expenses of £3,573.1m, up 6.5%, as we continued to invest in our
operating platforms for future, long-term growth. This included
operating cost investment in our people, our supply chain
(including some double running costs in the period in new
distribution centres), our systems and new stores.
A breakdown of operating costs
before adjusting items* can be seen in the table below.
£m/52 weeks
|
FY24*
|
FY23
Restated1
|
Change
|
Selling and distribution
expenses
|
(3,573.1)
|
(3,353.5)
|
6.5%
|
Administrative expenses before
adjusting items
|
(476.9)
|
(497.3)
|
(4.1)%
|
Share of profits of
equity-accounted investees
|
7.5
|
4.9
|
53.1%
|
Other operating income
|
30.1
|
28.6
|
5.2%
|
Operating costs before adjusting items*
|
(4,012.4)
|
(3,817.3)
|
5.1%
|
1A prior period adjustment of £37.9m has been recorded
impacting the classification of marketing income from operating
costs before adjusting items* to gross profit.
Net financial expense and
impairment loss on financial assets* (53-week basis)
Net financial expense and
impairment loss on financial assets before adjusting items* in the
period was £62.7m, which is £6.2m lower than the prior period.
Financial income rose by £30.8m compared with the prior period due
to higher interest rates earned on our cash balances. Financial
expenses before adjusting items increased by £24.6.m to £101.9m,
the majority of which is lease liabilities expense under IFRS16
with the increase due mainly to the change in the mix of our
property portfolio during the period, as we opened 249 high quality
new stores and disposed of 322 non-core stores.
Profit Before Tax and Adjusting
Items*
Profit before tax and adjusting
items* for the 53 weeks to 3 February 2024 was £917.2m. For the 52
weeks to 27 January 2024, profit before tax and adjusting items*
was £912.4m, which was 8.0% behind the previous period.
Adjusting Items
Adjusting items* for the 53 weeks
to 3 February 2024 was a net charge of £106.0m (2023: net charge of
£504.7m), as detailed in the table below.
£m
|
53
weeks to 3 February 2024
|
52
weeks to 28 January 2023 Restated1
|
Impairment of tangible and intangible assets and investments
|
39.2
|
137.2
|
Acquisition related costs:
Courir
|
10.8
|
-
|
Loss on divestments and
restructuring of group companies: principally sale of non-core
fashion businesses
|
38.3
|
129.6
|
Gain arising on deconsolidation:
ISRG Group - SUR bankruptcy
|
(36.1)
|
-
|
Deferred consideration charge /
(release)
|
0.5
|
(12.5)
|
Adjusting items within administrative
expenses
|
52.7
|
254.3
|
Impairment of loans not
recoverable: ISRG Group - SUR bankruptcy
|
57.9
|
-
|
Put and call options: movement in
present value of put and call options
|
(5.5)
|
250.4
|
Impairment of loans not
recoverable from non-consolidated joint
venture
|
0.9
|
-
|
Adjusting items within net financial
expense
|
53.3
|
250.4
|
Adjusting items*
|
106.0
|
504.7
|
1Please refer to Note 39 of the Consolidated Financial
Statements for further details of the restatement
The impairment of tangible and
intangible assets and investments in the current period relates to
the impairment of goodwill, fascia name and assets arising on the
acquisition of Swim! (£19.9m), goodwill impairment prior to the
divestment of GymNation (£7.9m), goodwill impairments of the Go
Outdoors fascia (£8.8m) and impairment of the goodwill and fascia
names on three non-material acquisitions (£2.6m).
Acquisition-related costs of
£10.8m are in respect of the Courir acquisition which remains
subject to review by the European Commission and, as at the date of
this report, has not been concluded.
The Group incurred £38.3m of loss
on divestments and restructuring of group companies.
Following the Group's announcement in December
2022 to simplify its non-core fashion offering, the group has
incurred losses on divestments of £31.4m. The most significant of
these was Focus (£23.5m). Restructuring costs of £6.9m were
incurred across certain businesses.
Costs were incurred during the
period following the acquisition of the 49.99% non-controlling
interests ('NCI') in Iberian Sports Retail Group (ISRG). These
costs enabled the expansion of the JD
brand across Iberia to be accelerated and improve the operating
efficiency of this business. In addition,
a strategic review of the ISRG business was undertaken, which
resulted in the decision to declare Sports Unlimited Retail
('SUR'), ISRG's Dutch subsidiary, bankrupt. This resulted in ISRG
incurring net costs of £21.8m, being the impairment of loans not
recoverable (£57.9m) and a subsequent gain arising on the
deconsolidation of SUR from ISRG (£36.1m). The remaining £0.9m
relates to other impairments.
The £5.5m credit in the present
value of the put and call options reflects changes in the present
value of the future buyouts of NCIs and comprises primarily Genesis
Topco Inc (£19.3m credit) and Cosmos (£5.7m charge). The credit on
Genesis is driven by revised EBITDA projections for the business
reflecting trading in the 53-week period. In addition, there was a credit of £3.9m in respect of the
put option liability for ISRG and a £14.3m charge was incurred
during the 26-week period ended 30 July 2023 in respect of the put
option valuation of Marketing Investment Group S.A ('MIG'). The
NCIs in ISRG and MIG were acquired during the second half of the
accounting period (see Note 11). There are further, smaller
movements on other put and call options that total a credit of
£4.3m.
Operating Profit
On a 53-week basis, operating
profit was £927.2m (2023: £806.0m), which is an increase of 15.0%.
This is due to a reduction in adjusting items* charged within
administrative expenses due to lower impairments of intangible
assets and investments, and lower losses on disposal of Group
companies.
Profit Before Tax
On a 53-week basis, the profit
before tax is £811.2m (2023: £486.7m). The increase of £324.5m
versus the prior period is due primarily to the reduction in
adjusting items of £398.7m, resulting mostly from the impact of
movement in present value of put and call options between periods,
the loss on disposal of group companies recorded in the prior
period and the reduced level of impairment charges compared to the
prior period.
Income Tax Expense
The income tax expense for the
53-week period was £206.2m (2023: £214.2m). The effective tax rate
fell from 44.0% to 25.4% due primarily to the movement in the value
of the put and call valuations in the two periods. The £13.3m
credit in the current period is non-taxable and the £250.4m charge
in the prior period was not tax deductible.
The income tax expense before
adjusting items* for the 53-week period was £224.6m (2023:
£216.4m). The effective tax rate before adjusting items* rose from
21.8% to 24.5% due to the UK's mainstream corporation tax rate
increasing from 19% to 25% on 1 April 2023.
Profits Attributable to
Non-Controlling Interests
The charge relating to NCIs fell
£18.0m from £84.2m in FY23 to £66.2m in FY24. This was due to the
impact from the buyout of the 49.99% NCI in ISRG and the buyout of
the 40% NCI in MIG during the period. The only material NCI left in
the Group is the 20.0% in Genesis Topco Inc.
Earnings Per Share
On a statutory basis, basic and
diluted earnings per ordinary share grew from 3.65p to 10.45p due
to significantly lower adjusting items in the 53-week
period.
Adjusted basic earnings per
ordinary share* fell 9.1% from 13.39p to 12.14p due to lower
profits in the 53-week period, reflecting the reduced profit before
tax and adjusting items* and the increase in the effective tax rate
before adjusting items*, offset partially by the benefit of the
acquisition of the NCIs in ISRG and MIG.
Segmental Report
|
|
Change
|
£m/52 weeks*
|
Total
|
Sports
Fashion
|
Outdoor
|
Total
|
Sports
Fashion
|
Outdoor
|
Revenue
|
10,397.2
|
9,844.8
|
552.4
|
2.7%
|
3.0%
|
(2.1)%
|
Gross profit
|
4,986.3
|
4,752.1
|
234.2
|
2.2%
|
2.5%
|
(2.2)%
|
Gross margin
|
48.0%
|
48.3%
|
42.4%
|
(20)bps
|
(20)bps
|
flat
|
Operating costs before adjusting
items*
|
(4012.4)
|
(3,771.1)
|
(241.3)
|
5.1%
|
4.9%
|
8.2%
|
Operating profit/ (loss) before adjusting
items*
|
973.9
|
981.0
|
(7.1)
|
(8.1)%
|
(6.0)%
|
n/a
|
Operating margin before adjusting
items*
|
9.4%
|
10.0%
|
(1.3)%
|
(111)bps
|
(95)bps
|
(420)bps
|
Net financial expense and
impairment loss on financial assets before adjusting
items*
|
(61.5)
|
(57.6)
|
(3.9)
|
(10.7)%
|
(11.8)%
|
8.3%
|
Profit /(loss) before tax and adjusting
items*
|
912.4
|
923.4
|
(11.0)
|
(8.0)%
|
(5.7)%
|
n/a
|
Number of stores
|
3,317
|
3,074
|
243
|
(2.2)%
|
(2.1)%
|
(3.2)%
|
A performance summary of the
different sub-segments in the Group can be seen in the table
below.
|
Revenue*
|
Operating profit / (loss)
before adjusting items*
|
£m/52 weeks*
|
FY24
|
FY23
|
Change
|
FY24
|
FY23
|
Change
|
UK/ROI
|
2,661.0
|
2,597.6
|
2.4%
|
340.4
|
369.5
|
(7.9)%
|
Europe
|
1,759.7
|
1,385.8
|
26.9%
|
69.3
|
102.2
|
(32.2)%
|
North America
|
3,069.0
|
2,845.6
|
7.9%
|
317.1
|
340.2
|
(6.8)%
|
Asia Pacific
|
481.7
|
430.9
|
11.8%
|
69.2
|
66.6
|
4.0%
|
Premium Sports Fashion Total
|
7,971.4
|
7,259.9
|
9.8%
|
796.0
|
878.5
|
(9.4)%
|
Other Fascias
|
1,625.4
|
1,983.0
|
(18.0)%
|
136.6
|
135.5
|
0.8%
|
Other Businesses
|
248.0
|
317.8
|
(22.0)%
|
48.4
|
30.0
|
61.1%
|
Sports Fashion Total
|
9,844.8
|
9,560.7
|
3.0%
|
981.0
|
1,044.0
|
(6.0)%
|
Outdoor
|
552.4
|
564.3
|
(2.1)%
|
(7.1)
|
16.3
|
n/a
|
Total
|
10,397.2
|
10,125.0
|
2.7%
|
973.9
|
1,060.3
|
8.1%
|
Sports Fashion
Our Sports Fashion segment
generated 94.7% of Group revenue in FY24. On a 52-week basis*,
revenue for this segment was up 3.0% to £9,844.8m
with sales growth* of 3.2% in constant
currency. LFL sales growth* was 4.2% and
organic sales growth* was 9.7%. Gross margin was 48.3%, compared to
48.5% in the prior period. Operating costs before adjusting items*
increased 4.9% to £3,771.1m, as we continued to invest for future
growth, leading to operating profit before adjusting items* being
down 6.0% and an operating margin before adjusting items* down
90bps to 10.0%. Profit before tax and adjusting items* was £923.3m,
5.7% down on the previous period.
There were 3,074 stores at the end
of the period, compared to 3,139 at the end of the prior period, an
overall reduction of 65 stores.
Premium Sports Fashion
Premium Sports Fashion generated
81.0% of Sports Fashion revenue in FY24. On a 52-week basis*,
revenue was £7,971.4m, up 9.8% on the previous period, and sales
growth* of 10.6% in constant currency. LFL sales growth* was 4.4%
and organic sales growth* was 10.9%. Operating profit before
adjusting items* was down 9.4%, partly as a result of this
sub-segment bearing the majority of the investment costs for future
growth.
UK/ROI - Premium Sports Fashion
retail fascias grew revenue by 2.4% to £2,661.0m on a 52-week basis
with 2.3% sales growth* in constant currency. LFL sales growth* was
0.5% and organic sales growth* was 2.3%. Operating profit before
adjusting items* in Premium Sports Fashion was down 7.9% to £340.4m
due partly to the UK elements of our increased investment in our
people, our supply chain (including some
double running costs in FY24 in new distribution
centres) and our systems.
Europe - Premium Sports Fashion
Revenue on a 52-week basis* grew 27.0% to £1,759.7m with 25.3%
sales growth* in constant currency. LFL sales growth* was 10.5% and
organic sales growth* was 25.3%. All major European countries saw
strong organic sales growth* with Italy, Portugal and Spain leading
the way. The conversion of 19 Conbipel stores in Italy to the JD
brand helped to drive the strong sales growth in the period. These
conversions are trading well and helped make Italy the fastest
growing market for the JD brand in Europe. Operating profit before
adjusting items* was £69.3m, down 32.2%, driven both by a reduction
in gross margin following the elevated market promotional activity,
especially over the peak trading period, and operating costs that
rose ahead of revenue growth as we invested in growth. In addition,
there were pre-opening costs associated with the acquired Gap and
Conbipel stores in France and Italy respectively, and there were
also additional supply chain costs (including some double running costs in FY24 in new
distribution centres).
North America - Our market-leading
proposition and continued sales outperformance in North America is
built upon larger and better-invested stores, a broader sales mix
and compelling brand partner relationships. Premium Sports Fashion
revenue on a 52-week basis* was up 7.9% to £3,069.0m with 9.7%
sales growth* in constant currency. LFL sales growth* was 3.9% and
organic sales growth* was 9.7%. All our North American fascias -
JD/Finish Line, DTLR and Shoe Palace - achieved strong organic
sales growth* of at least 7%. North America operating profit before
adjusting items* ended the period at £317.1m, down 6.8%, driven by
weaker gross margins reflecting the more promotional peak trading
season and investment in our future growth.
Asia Pacific - Premium Sports
Fashion revenue on a 52-week basis* in Asia Pacific grew by 11.8%
to £481.7m with 17.9% sales growth* in constant currency. LFL sales
growth* was 12.5% and organic sales growth* was 24.4% with all
countries in strong growth. Operating profit before adjusting
items* was up 4.0% to £69.2m with strong sales growth* and good
cost control offsetting a lower gross margin
year-on-year.
Other Fascias
Due primarily to the divestment of
non-core fashion businesses in the UK and the closing of the SUR
business in the Netherlands, as we simplify and strengthen the
Group, revenue on a 52-week basis* in our other fascias was down 18.0% to £1,625.4m with a 19.1% sales
decline* in constant currency. LFL sales growth* was 3.6% and
organic sales growth* was 4.1%.
Europe, which represents 76% of
Other Fascias, achieved revenue growth on a 52-week basis* of 4.8%
with sales growth* of 2.0% in constant currency. LFL sales growth*
was 3.5% and organic sales growth* was 4.7%, led by Cosmos in
Greece with growth of 22.2%.
Operating profit before adjusting
items* for Other Fascias was up 0.8% to £136.6m, driven by the
disposal of the loss-making SUR business.
Other Businesses
Revenue* on a 52-week basis
decreased 22.0% to £248m due to the divestment of non-core
businesses such as Topgrade, Source Lab and Focus partially offset
by the growth in JD Gyms. In the period, we
continued to roll out the JD Gyms fascia, expanding our
market-leading, premium low-cost gyms business further across the
UK. After opening eight new gyms in the period, including our first
in Northern Ireland, the Group operated from 85 sites in the UK. We
plan to maintain the momentum of our organic rollout in the future
and plan to open a further eight gyms in FY25. The non-core
divestments, and the subsequent increased contribution from the
profitable JD Gyms, meant operating profit before adjusting items*
increased 61.1% to £48.4m.
Outdoor
Revenue* on a 52-week basis was
£552.4m, which was 2.1% down on the previous period. LFL sales*
were down 2.6%, while organic sales* were down 2.1%.
Trading was impacted in the first
half of the year by slower camping sales and in the second half of
the year by unseasonably mild weather which affected sales of
winter apparel and accessories.
Gross margin was in line with the
previous period at 42.4% but the slightly lower sales, combined
with additional labour, warehousing and freight costs through the
period, led to a small operating loss before adjusting items* of
£7.1m.
We acquired the remaining shares
in Tiso Group Limited from the founding family, making the business
100% Group owned. To enhance our customer service and efficiency
further, we opened a dedicated B2C e-commerce fulfilment centre at
Trafford Park, enabling the existing large Distribution Centre in
Cheshire to focus solely on store replenishment. We also converted
a Blacks store to 'George Fisher' to test a more premium outdoor
offer and we have seen encouraging initial trading.
Cashflow Statement
A summary cashflow showing how the
change in cash and cash equivalents(1) is calculated,
can be seen in the table below.
£m
|
53
weeks to 3 February 2024
(unaudited)
|
52
weeks to 28 January 2023
(unaudited)
|
Profit before tax
|
811.2
|
486.7
|
Add back impairments of tangible,
intangible assets and investments
|
39.2
|
137.2
|
Add back non-cash other adjusting
items
|
69.2
|
367.5
|
Depreciation and amortisation of
non-current assets
|
664.1
|
633.2
|
Change in working
capital
|
(197.0)
|
(398.6)
|
Repayment of lease
liabilities
|
(400.0)
|
(393.0)
|
Capital expenditure
|
(539.7)
|
(359.3)
|
Income taxes paid
|
(208.6)
|
(174.4)
|
Other
|
(22.5)
|
15.0
|
Net cashflow before dividends, acquisitions and
disposals*
|
215.9
|
314.3
|
Acquisition of NCI and cash
consideration of disposals
|
(611.0)
|
(21.6)
|
Equity dividends paid
|
(50.1)
|
(24.8)
|
Dividends paid to NCI in
subsidiaries net of dividends received
|
(2.1)
|
0.6
|
Change in net cash and cash equivalents including foreign
exchange losses1
|
(447.3)
|
268.5
|
Cash and cash equivalents(1)
at start of the
period
|
1,548.9
|
1,280.4
|
Cash and cash equivalents(1)
at end of the
period
|
1,101.6
|
1,548.9
|
1Cash and cash equivalents equates to the cash and cash
equivalents presented in the Consolidated Statement of Cash Flows,
as reconciled in Note 33 of the Consolidated Financial
Statements
Profit before tax was £811.2m
(2023: £486.7m). The increase of £324.5m on the prior period was
due primarily to the reduction in adjusting items of £398.7m,
resulting from the impact of movement in the present value of put
and call options between periods, the loss on disposal of group
companies recorded in the prior period and the reduced level of
impairment charges compared to the prior period.
These drivers of increased profit
before tax are all non-cash charges and so there are fewer non-cash
adjustments for this period compared to the previous
period.
Total depreciation and
amortisation for 53 weeks was £664.1m, up £30.9m or 4.9%, on the
previous period, reflecting our increased investment programme.
This included a £19.0m increase in depreciation on property, plant
and equipment and a £14.9m increase in depreciation on right-of-use
assets. Amortisation of intangibles reduced by £3.0m.
There was an increase in working
capital of £197.0m in the period. This was due to an increase in
inventory of £196.2m due to stock build
ahead of new store openings in the US JD business and slightly
elevated levels of inventory following the peak trading
season.
Lease liability repayments
increased 1.8% to £400.0m, as we continued to improve the quality
of our overall portfolio.
Capital expenditure in the period
was £539.7m, up £180.4m on the previous period. The increase was
driven by the step up in new store openings in support of our
strategic plan to increase the number of JD brand fascias around
the world by over 1,200 by the end of FY28. Investment in new
stores and gyms was £308.5m, or 57% of the total capital
investment. The other major areas of investment were in our supply
chain (£151.5m). as we developed new distribution centre capacity
in the UK and Europe, and in further systems development
(£79.7m).
We intend to maintain this level
of capital investment in FY25 in line with our strategic
plan.
£m
|
53
weeks to 3 February 2024
|
52
weeks to 28 January 2023
|
Investment in physical retail
fascias & gyms
|
£308.5m
|
£213.4m
|
Investment in logistics
infrastructure
|
£151.5m
|
£80.8m
|
Investment in technology &
other
|
£79.7m
|
£65.1m
|
Capital expenditure*
|
£539.7m
|
£359.3m
|
As a result, net cashflow before
dividends, acquisitions and disposals* was £215.9m in the period,
compared to £314.3m in the previous period, with the reduction
primarily related to the increase in capital
expenditure.
Acquisition of NCIs and cash
consideration from disposals* was £611.0m, as we bought out the
NCIs in ISRG and MIG. In addition, there was a net cash outflow
from the continuation of our non-core divestment programme of
£54.1m, comprising disposals proceeds of £56.0m and cash
transferred on sale of £110.1m. There was also
a deferred consideration paid of £5.1m.
Dividend payments more than
doubled to £50.1m.
As a result, the change in net
cash and cash equivalents in the period was an outflow of £447.3m.
Despite this reduction, we retained a strong balance sheet as our
closing cash and cash equivalents balance was £1,101.6m.
Acquisitions and
Disposals
Our delivered Mergers and
Acquisitions strategy in the period was focused on business
simplification through acquiring NCIs and divesting of non-core
businesses, facilitating the growth of both the JD brand and
Complementary Concepts, in line with JD's strategic pillars. We
also entered into an agreement to acquire Courir during the period,
which would strengthen Complementary Concepts within the
Group.
· Iberian Sports Retail Group
We acquired the 49.99% NCI in ISRG
in October 2023 from Balaiko Firaja Invest, S.L. and Sonae
Holdings, S.A. for a total cash consideration of
€500.1m to accelerate the
expansion of the JD brand across Iberia and to improve the
operating efficiency of the business.
At the time of the acquisition,
ISRG operated over 460 stores across the JD, Sprinter, Sport Zone,
Aktiesport, Perry Sport and Deporvillage fascias. Under 100% JD
ownership, we have continued to deliver against the simplification
plans through (i) the bankruptcy of Sports Unlimited Retail B.V
('SUR'), which operated Aktiesport, Perry Sport and Sprinter
fascias in the Netherlands, in December 2023, following several
years of accumulated losses and financial difficulty and (ii) post
the period end, the disposal of ISRG's 50.1% shareholding in
Bodytone and purchase of the minority interests in Sport Zone
Canarias SL and JD Canary Islands Sports SL, taking full control of
our continued development in the territory.
· Marketing Investment Group
Similar to ISRG, we acquired the
40% NCI in MIG to accelerate the expansion of the JD brand across
Central and Eastern Europe and to improve the operating efficiency
of the business. At 30 December 2023, MIG operated over 400 stores
across 13 countries, including 23 JD stores.
· Groupe Courir ('Courir')
Following approval from the Courir
employee works council, we entered into a Share Purchase Agreement
in June 2023 to acquire Courir, which has over 300 stores across
six European countries under the Courir and NAKED fascias. This
acquisition remains subject to review by the European Commission
and at the period end had not concluded.
In addition to the above, we have also concluded
two further acquisitions of NCIs, delivering against our JD First
strategic pillar which is at the heart of our five-year growth
plan, which include: -
· JD
Sports Fashion Germany GmbH (JD Germany). In April 2023, we
concluded an acquisition of the 20% NCI in our JD Germany
business.
· JD
Sports Fashion SDN BHD (JD Malaysia). In August 2023, we concluded
an acquisition of the 20% NCI in our JD Malaysia
business.
Also, in line with our strategic
plan, we have continued to divest non-core businesses. During the
period, this included the disposals of various non-core UK fashion
brands including Focus (February/March 2023), Hairburst Group (July
2023) and GymNation (November 2023), among others.
Dividend and Capital Allocation
Priorities
The Board recognises that the
Group is cash generative and is committed to further enhancing
returns to shareholders.
In terms of capital allocation,
our main priorities are to invest organically in our business to
drive our growth strategy, supported by a strategic approach to
mergers and acquisitions. These significant investments include our
ongoing capital expenditure plans, recent cash outlays such as the
NCI buyouts at ISRG and MIG, and future cash outlays such as the
proposed Courir and Hibbett acquisitions (see post balance sheet
event note below for further details) and then, further out, future
costs associated with the potential acquisition of the NCI in North
America.
Dividend payments sit alongside
maintaining a strong balance sheet and these significant
investments that we are making as we execute our
strategy.
Consequently, the Board is
proposing to increase the total dividend per share for the period
to 0.9p (2023: 0.8p). This results in a recommended final dividend
per share of 0.6p, reflecting a one-third/two-thirds split between
the interim and the final dividend, keeping the payment split in
line with the phasing of profit generated in the period.
Consolidated Statement of Financial
Position
Total assets were broadly in line
with the previous period end at £8,046.2m (2023:
£8,110.6m).
In terms of our assets, the main
material line-item movements on the balance sheet in the period
were property, plant and equipment, which increased £276.3m to
£1,151.9m as a result of investment in stores, supply chain, and
systems. Inventory increased by £126.3m to £1,592.7m due to stock
build ahead of new store openings in the US JD business.
In terms of our liabilities, the
main movement was a reduction of £294.9m in our put and call option
liabilities to £809.8m as a result of completing the minority
interest buyouts in the period of ISRG and MIG, and a £37.5m
reduction in the put and call option liability of Genesis TopCo
Inc. The reduction in liability on Genesis
is driven by revised EBITDA projections for the business reflecting
trading in the 53-week period.
Cash and Cash Equivalents and Net
cash Before Lease Liabilities*
Cash and cash equivalents were
£447.3m lower at £1,101.6m reflecting primarily the acquisition of
the NCIs in ISRG and MIG.
Net cash before lease liabilities*
reduced by £437.3m, to £1,032.0m, as a result of the lower cash
balances. Our interest-bearing loans and borrowings remained low at
£129.5m, £16.3m higher than the prior
period.
Prior Period
Adjustments
A number of prior period
adjustments have been identified during the course of the external
audit. These non-cash adjustments primarily relate to the treatment
of put and call arrangements, IFRS 16 lease accounting, the
classification of supplier rebates, foreign currency translation of
goodwill and fascia names and the treatment of assets held for
sale. For further details see Note 15 of this announcement and Note
39 to the Consolidated Financial Statements. The control
findings and recommendations from the external auditor are being
incorporated into our on-going programme to significantly
improve the effectiveness of our internal controls over financial
reporting.
Post-Balance Sheet
Events
On 7 March 2024, ISRG disposed of
its 50.1% shareholding in Bodytone International Sport SL. The
shares were sold back to founder management.
On 8 March 2024, we signed a
franchise agreement with Foschini Retail Group (Pty) Limited to
open over 40 franchised JD stores in South Africa over the next
five years.
On 18 March 2024, JD Gyms acquired
the trade and assets of four 'Simply Gym' sites from Bay Leisure
Limited. The sites will be converted to JD Gyms under a phased
conversion programme in the coming months. In the meantime, they
will continue to trade under the Simply Gym banner with the support
of the existing management team.
On 8 April 2024, JD Spain Sports
Fashion 2010 SL acquired the remaining 10% shareholding in JD
Canary Islands Sports SL and Sports Division SR, S.A. (Sport Zone
Portugal) acquired the remaining 40% shareholding in Sport Zone
Canarias (SL).
On 23 April 2024, we announced the
proposed acquisition of Hibbett, Inc. (Hibbett) for $1,083m
(£878m). Hibbett is located in Birmingham, Alabama and it has 1,169
stores across its Hibbett and City Gear retail fascias. This
acquisition is in line with our strategic priorities and it is an
important step for our strategic and financial development.
Strategically, it will strengthen our Complementary Concepts
division, enhancing our North America presence and providing a
stronger platform for the future organic growth of the Group in the
region. Financially, it accelerates our North America growth plans
and will be earnings enhancing in the first full year following
acquisition. The proposed acquisition will be funded through a
combination of existing US cash resources of $300 million and a
$1,000m extension to our existing bank facilities. Before
completion, which we anticipate will be in the second half of 2024,
the transaction requires Hibbett stockholder approval and US
anti-trust clearance.
Store
Portfolio
We have continued to invest in
growing the JD fascia across our key markets, while also reducing
the number of non-JD stores as we simplify the business and pursue
our JD Brand First strategy.
In Premium Sports Fashion, we
opened 207 new stores, of which 181 were the JD fascia. This
excludes internal transfers between fascias. In addition, we opened
the following fascias: 11 Shoe Palace; nine Finish Line; three
DTLR; two Size and one Livestock. We also closed 86 stores, of
which 34 were the JD fascia, including 12 in South Korea where we
exited the market completely. Having opened the period with 1,922
stores, of which 1,073 were the JD fascia, we ended the period with
2,047 stores, of which 1,254 were the JD fascia.
In Other Fascias, we opened 37
stores mainly spread across the Cosmos and Sprinter within ISRG and
in MIG. We closed 149 stores and disposed of 74 stores.
Approximately half of the closures were from SUR, which was put
into bankruptcy in early December 2023, while the rest were spread
across the ISRG and MIG businesses, as well as Macy's concessions
in the US. Early in the period, we disposed of 66 UK stores with
the majority coming from the Tessuti fascia as part of the wider
disposal of fashion fascias, and we disposed of eight Sea Sports
Fashion stores in South Korea as part of our exit from that
market.
In Outdoor, we opened five stores
but closed 13, with the majority of closures coming from the Blacks
fascia. We also converted 12 Blacks stores into the Go Outdoors
Express fascia.
In addition, the Group now has 19
JD stores operating under joint venture arrangements with partners
in Indonesia and Israel.
After opening eight gyms in the
period, the Group now has 85 gyms in its principal UK
market.
In terms of our store trading
footprint, we added a net 180,000 sq.ft of retail trading space in
the period. This constituted 614,000 sq.ft of trading space added
in Premium Sports Fashion and 82,000sq.ft of trading space added in
Outdoor, less 516,000 sq.ft of trading space removed from Other
Fascias. As a result, our overall trading footprint per store grew
from 4,010 sq.ft at the start of the period to 4,153 sq.ft at the
period end, an increase of 3.6%.
A summary of the store movements
in the period is as follows: -
No. of stores
|
|
Opening
|
New
stores
|
Closures
|
Disposals
|
Transfers
|
Closing
|
Premium Sports Fashion
|
UK/ROI
|
444
|
21
|
(13)
|
0
|
2
|
454
|
|
Europe
|
435
|
84
|
(9)
|
0
|
2
|
512
|
|
North America
|
955
|
88
|
(51)
|
0
|
0
|
992
|
|
Asia Pacific
|
88
|
14
|
(13)
|
0
|
0
|
89
|
|
Total
|
1,922
|
207
|
(86)
|
0
|
4
|
2,047
|
Other Fascias
|
UK/ROI
|
70
|
0
|
0
|
(66)
|
(2)
|
2
|
|
Europe
|
850
|
37
|
(137)
|
0
|
(2)
|
748
|
|
North America
|
289
|
0
|
(12)
|
0
|
0
|
277
|
|
Asia Pacific
|
8
|
0
|
0
|
(8)
|
0
|
0
|
|
Total
|
1,217
|
37
|
(149)
|
(74)
|
(4)
|
1,027
|
Sports Fashion
|
Total
|
3,139
|
244
|
(235)
|
(74)
|
0
|
3,074
|
Outdoor
|
|
251
|
5
|
(13)
|
0
|
0
|
243
|
Group
|
Total
|
3,390
|
249
|
(248)
|
(74)
|
0
|
3,317
|
Adjustments to reported
financials in the 28 March trading update
Following the completion of the
FY24 year-end results process, we have made changes to some of the
numbers reported at the time of the 28 March trading update. These
can be seen in the table below.
|
Old
|
New
|
LFL sales
|
Mix of sales including sales taxes
and excluding sales taxes (revenue)
|
Revenue only
|
|
Excluded certain
businesses
|
All businesses included
|
|
All disposals and held-for-sale
businesses included
|
Only ongoing businesses
included
|
Organic sales
|
Excluded £55m revenue from
multichannel delivery income
|
Included as this is the ongoing
basis for reporting
|
Gross margin
|
Excluded revenue from multichannel
delivery income in FY24 trading update
|
Included, as this was already
included in the FY23 comparative
|
|
Marketing rebates were included in
marketing expenses
|
Reclassified to cost of sales in
current period and prior period results restated
|
As a result, the changes to
the FY24 numbers, as reported on 28 March 2024 are:
-
1. LFL
sales growth - from 4.2% to 3.8%
2. Organic
sales growth - from 8.4% to 9.0%
3. Gross
margin - from 47.3% to 48.0%
We have restated all quarterly LFL
sales and organic sales for FY24 and this restatement will be
available via the FY24 results presentation on the company
website.
New Segmentation & Accounting Policy
Changes
We announced at our 28 March 2024
trading update that we were introducing a change to our segmental
reporting structure from FY25 and an update to our policy on
Adjusting Items.
New Segmentation: this new
structure aligns the financial reporting with the principles of the
strategic review announced in the Group's Capital Markets Event on
2 February 2023. This is the level of information that will be
provided to the Chief Operating Decision Maker to enable the
business to operate and run the business going forward.
The Group's new operating and
reportable segments under IFRS 8 ('Operating Segments') are
proposed to be: -
· JD
· Complementary Concepts
· Sporting Goods and Outdoor
· Other
As shown below, the Group has
aggregated operating segments with similar economic, brand or
customer characteristics into these larger reportable segments. In
doing so, the Group has concluded that this aggregation is
consistent with the core principles of IFRS 8.
Operating and reportable
segment
|
Operating segment
|
JD
|
JD: UK1
|
|
JD: Europe2
|
|
JD: Asia
Pacific3
|
|
JD & Finish Line: North
America4
|
|
JD Active5
|
|
JD Brand
Builders6
|
Complementary Concepts
|
Community7
|
|
Complementary8
|
Sporting Goods and Outdoor
|
Sporting
goods9
|
|
Outdoor10
|
Other
|
Other11
|
1JD, Size?, Foot Patrol and
Hip fascias in the UK. These fascias were all included previously
within the Sports Fashion reporting segment with JD, Size? and Foot
Patrol aggregated previously as 'Premium: UK & Republic of
Ireland' while Hip was included previously as part of 'Other: UK
& Republic of Ireland'.
2JD, Size? and Foot Patrol fascias in Europe inc. Republic of
Ireland which were previously presented as 'Premium: Europe' within
Sports Fashion.
3JD fascia in the Asia Pacific region which was previously
presented as 'Premium: Asia Pacific' within Sports
Fashion.
4JD, Size? and Finish Line fascias in North America including
the Finish Line concessions in the Macy's department stores. These
fascias were all included previously within the Sports Fashion
reporting segment with JD, Size? and the Finish Line stand alone
stores included previously as part of 'Premium: North America'
while the Finish Line concessions in the Macy's stores were
presented previously as 'Other: North America'.
5JD Gyms and Swim! which were included previously as part of
'Other Businesses' within Sports Fashion.
6Those non-retail businesses which develop and incubate brands
largely for the future benefit of the JD fascia. These businesses,
which include 2Squared and A Number of Names, were included
previously as part of 'Other Businesses' within Sports
Fashion.
7DTLR and Shoe Palace fascias in the United States, which have
a premium sports brand proposition similar to JD but which are
located largely in neighbourhoods at the heart of the community as
opposed to malls. These fascias were included previously as part of
'Premium: North America' within Sports Fashion.
8Those businesses, including Sizeer in Eastern Europe, which,
while they may sell a similar range of brands to JD, have a
proposition and overall product offer which is targeted at a
different consumer. These businesses are all currently based in
Europe and were included previously as part of 'Other: Europe'
within Sports Fashion.
9Those businesses, including Sprinter in Spain, Sport Zone in
Portugal and Cosmos in Greece, whose proposition is more geared
towards sports participation as opposed to lifestyle. These
businesses are all currently based in Europe and were included
previously as part of 'Other: Europe' within Sports
Fashion.
10The aggregation of the businesses which were presented
previously as the Outdoor reportable segment.
11Principally, the remaining branded fashion businesses in the
UK, including Mainline Menswear, which were included previously as
part of 'Other: UK & Republic of Ireland'.
Segmental Performance Summaries
The Group's profit before tax and
adjusting items* for the last two financial periods, under this new
segmental structure, may be summarised as follows:-
Year to 28 January 2023
Full Year to 28 January
2023
|
FY23
|
£m/52 weeks
|
Total
|
JD
|
Complementary Concepts
|
Sporting Goods & Outdoor
|
Other
|
Revenue
|
10,125.0
|
6,802.6
|
1,241.3
|
1,511.4
|
569.7
|
Gross profit
|
4,877.6
|
3,362.3
|
608.1
|
665.6
|
241.5
|
Gross margin
|
48.2%
|
49.4%
|
49.0%
|
44.0%
|
42.4%
|
Operating costs before adjusting
items*
|
(3,817.3)
|
(2,541.1)
|
(465.5)
|
(592.4)
|
(218.3)
|
Operating profit before adjusting
items*
|
1,060.3
|
821.3
|
142.6
|
73.2
|
23.2
|
Operating margin before adjusting
items*
|
10.5%
|
12.1%
|
11.5%
|
4.8%
|
4.1%
|
Net financial expense and
impairment loss on financial assets before adjusting
items*
|
(68.9)
|
(34.8)
|
(19.0)
|
(9.5)
|
(5.6)
|
Profit before tax and adjusting items*
|
991.4
|
786.5
|
123.6
|
63.7
|
17.6
|
Number of stores
|
3,390
|
1,802
|
830
|
690
|
68
|
Year to 3 February 2024
52 Weeks to 27 January
2024*
|
FY24
|
£m/52 weeks to 27 January
2024*
|
Total
|
JD
|
Complementary Concepts
|
Sporting Goods & Outdoor
|
Other
|
Revenue
|
10,397.2
|
7,414.7
|
1,321.9
|
1,545.8
|
114.8
|
Gross profit
|
4,986.3
|
3,622.1
|
626.1
|
685.3
|
52.8
|
Gross margin
|
48.0%
|
48.9%
|
47.4%
|
44.3%
|
46.0%
|
Operating costs before adjusting
items*
|
(4,012.4)
|
(2,902.9)
|
(481.5)
|
(639.1)
|
11.1
|
Operating profit before adjusting
items*
|
973.9
|
719.3
|
144.6
|
46.2
|
63.8
|
Operating margin before adjusting
items*
|
9.4%
|
9.7%
|
10.9%
|
3.0%
|
55.6%
|
Net financial expense and impairment
loss on financial assets before adjusting items*
|
(61.5)
|
(29.6)
|
(15.8)
|
(15.6)
|
(0.5)
|
Profit before tax and adjusting items*
|
912.4
|
689.7
|
128.8
|
30.5
|
63.4
|
Number of stores
|
3,317
|
1,902
|
795
|
619
|
1
|
Accounting Policy Change
In line with the majority of
large, UK-listed retail companies, we will exclude the non-cash
amortisation of acquired intangibles from our profit before tax and
adjusting items. This change will be implemented from FY25 and will
increase profit before tax and adjusting items* by c.£55m per
year.
Consolidated Income
Statement
For the 53 weeks ended 3
February 2024
Note
|
53 weeks to 3 February
2024
(unaudited)
|
Restated(1)
52 weeks to 28 January 2023
(unaudited)
|
Profit before adjusting
items
£m
|
Adjusting
items
£m
|
Profit for the period
£m
|
Profit before adjusting
items
£m
|
Adjusting
items
£m
|
Profit for the period
£m
|
Revenue
2
|
10,542.0
|
-
|
10,542.0
|
10,125.0
|
-
|
10,125.0
|
Cost of
sales
|
(5,494.0)
|
-
|
(5,494.0)
|
(5,247.4)
|
-
|
(5,247.4)
|
Gross
profit
|
5,048.0
|
-
|
5,048.0
|
4,877.6
|
-
|
4,877.6
|
Selling
and distribution expenses
|
(3,622.7)
|
-
|
(3,622.7)
|
(3,353.5)
|
-
|
(3,353.5)
|
Administrative
expenses
3
|
(483.5)
|
(52.7)
|
(536.2)
|
(497.3)
|
(254.3)
|
(751.6)
|
Share of
profit of equity-accounted investees
|
|
7.6
|
-
|
7.6
|
4.9
|
-
|
4.9
|
Other
operating income
|
30.5
|
-
|
30.5
|
28.6
|
-
|
28.6
|
Operating
profit
|
979.9
|
(52.7)
|
927.2
|
1,060.3
|
(254.3)
|
806.0
|
Finance
income
|
39.2
|
-
|
39.2
|
8.4
|
-
|
8.4
|
Finance
expenses
|
3
|
(101.9)
|
5.5
|
(96.4)
|
(77.3)
|
(250.4)
|
(327.7)
|
Impairment loss on financial
assets
3
|
-
|
(58.8)
|
(58.8)
|
-
|
-
|
-
|
Net financial
expense
|
(62.7)
|
(53.3)
|
(116.0)
|
(68.9)
|
(250.4)
|
(319.3)
|
Profit before
tax
|
917.2
|
(106.0)
|
811.2
|
991.4
|
(504.7)
|
486.7
|
Income
tax
expense
4
|
(224.6)
|
18.4
|
(206.2)
|
(216.6)
|
2.4
|
(214.2)
|
Profit for the
period
|
692.6
|
(87.6)
|
605.0
|
774.8
|
(502.3)
|
272.5
|
Attributable to equity holders of the parent
|
538.8
|
188.3
|
Attributable to non-controlling interest
|
|
66.2
|
84.2
|
Basic
earnings per ordinary share
|
5
|
10.45p
|
3.65p
|
Diluted
earnings per ordinary share
|
10.45p
|
3.65p
|
(1) Please refer to Note 15 for further details of the restatements.
Consolidated Statement of
Comprehensive Income
For the 53 weeks ended 3 February
2024
|
53 weeks to
3
February
2024
(unaudited)
£m
|
Restated(1) 52 weeks to
28 January
2023
(unaudited)
£m
|
Profit for the
period
|
605.0
|
272.5
|
Other
comprehensive income:
|
|
|
Items
that may be classified subsequently to the Consolidated Income
Statement:
|
|
|
Exchange
differences on translation of foreign operations
|
(31.0)
|
129.9
|
Total other comprehensive
(expense)/income for the period
|
(31.0)
|
129.9
|
Total comprehensive income
for the period (net of income tax)
|
574.0
|
402.4
|
Attributable to equity holders of the parent
|
512.8
|
284.2
|
Attributable to non-controlling interest
|
61.2
|
118.2
|
(1) Please refer to Note 15 for further details of the restatements.
The
accompanying notes form part of the
announcement.
Consolidated Statement of Financial
Position
As at 3 February 2024
Note
|
As at 3 February
2024
(unaudited)
£m
|
Restated(1)
As at
28
January
2023
(unaudited)
£m
|
Restated(1)
As at 30 January
2022
(unaudited)
£m
|
Non-current
assets
|
|
|
Intangible assets
|
|
1,429.3
|
1,500.5
|
1,514.7
|
Property,
plant and equipment
|
|
1,151.9
|
875.6
|
688.5
|
Investment properties
|
|
3.1
|
-
|
-
|
Right-of-use assets
|
|
2,296.6
|
2,181.8
|
2,075.9
|
Investments in associates and joint ventures
|
|
43.5
|
38.8
|
56.2
|
Other
assets
|
|
54.3
|
56.9
|
57.0
|
Trade and
other receivables
|
|
0.7
|
8.4
|
2.5
|
Deferred
tax assets
|
4
|
23.8
|
12.9
|
81.7
|
Total non-current
assets
|
5,003.2
|
4,674.9
|
4,476.5
|
Current
assets
|
|
|
Inventories
|
|
1,592.7
|
1,466.4
|
989.4
|
Trade and
other receivables
|
|
253.0
|
263.8
|
215.4
|
Income
tax receivables
|
10.8
|
-
|
0.6
|
Cash and
cash equivalents
|
|
1,152.7
|
1,508.0
|
1,314.0
|
Current assets excluding
held-for-sale
|
3,009.2
|
3,238.2
|
2,519.4
|
Assets
held-for-sale
|
12
|
33.8
|
197.5
|
157.1
|
Total current
assets
|
3,043.0
|
3,435.7
|
2,676.5
|
Total
assets
|
8,046.2
|
8,110.6
|
7,153.0
|
Current
liabilities
|
|
|
Interest-bearing loans and borrowings
|
|
(92.9)
|
(75.2)
|
(72.6)
|
Lease
liabilities
|
|
(415.9)
|
(430.1)
|
(384.6)
|
Trade and
other payables
|
|
(1,446.1)
|
(1,471.2)
|
(1,279.5)
|
Put and
call option liabilities
|
8
|
-
|
(184.4)
|
(97.1)
|
Provisions
|
|
(7.5)
|
(9.7)
|
(13.2)
|
Income
tax liabilities
|
(25.9)
|
(17.5)
|
-
|
Current liabilities
excluding held-for-sale
|
(1,988.3)
|
(2,188.1)
|
(1,847.0)
|
Liabilities held-for-sale
|
12
|
(8.2)
|
(165.6)
|
(142.6)
|
Total current
liabilities
|
(1,996.5)
|
(2,353.7)
|
(1,989.6)
|
Non-current
liabilities
|
|
|
Interest-bearing loans and borrowings
|
|
(36.6)
|
(38.0)
|
(55.5)
|
Lease
liabilities
|
|
(2,068.1)
|
(1,953.9)
|
(1,901.6)
|
Other
payables
|
|
(155.4)
|
(102.4)
|
(10.6)
|
Put and
call option liabilities
|
8
|
(809.8)
|
(920.3)
|
(762.0)
|
Provisions
|
|
(21.7)
|
(21.1)
|
(19.9)
|
Deferred
tax liabilities
|
4
|
(89.7)
|
(90.2)
|
(127.4)
|
Total non-current
liabilities
|
(3,181.3)
|
(3,125.9)
|
(2,877.0)
|
Total
liabilities
|
(5,177.8)
|
(5,479.6)
|
(4,866.6)
|
Net assets
|
2,868.4
|
2,631.0
|
2,286.4
|
Capital and
reserves
|
|
|
Issued
ordinary share capital
|
|
2.5
|
2.5
|
2.5
|
Share
premium
|
|
467.5
|
467.5
|
467.5
|
Retained
earnings
|
2,213.8
|
1,974.6
|
1,828.0
|
Share
based payment reserve
|
|
2.9
|
0.3
|
0.1
|
Foreign
currency translation reserve
|
|
70.8
|
96.8
|
1.0
|
Put and
call option reserve
|
|
(301.3)
|
(424.6)
|
(426.3)
|
Total equity attributable to
equity holders of the parent
|
2,456.2
|
2,117.1
|
1,872.8
|
Non-controlling interest
|
|
412.2
|
513.9
|
413.6
|
Total
equity
|
2,868.4
|
2,631.0
|
2,286.4
|
(1)
Please refer to Note 15 for further
details of the restatements.
The accompanying notes
form part
of the
announcement.
Consolidated Statement of Changes in Equity
For the 53 weeks ended 3 February 2024
Ordinary
share capital
£m
|
Share premium
£m
|
Retained earnings
£m
|
Put and call option reserve
£m
|
Share-based
payment reserve
£m
|
Foreign currency translation reserve
£m
|
Total equity attributable to equity holders of the
parent
(unaudited)
£m
|
Non- controlling interest
£m
|
Total equity
(unaudited)
£m
|
Balance at 30 January 2022
(as reported)
|
2.5
|
467.5
|
1,910.6
|
(414.5)
|
0.1
|
(40.2)
|
1,926.0
|
413.6
|
2,339.6
|
Effect of
prior period restatement (Note 15)
|
-
|
-
|
(82.6)
|
(11.8)
|
-
|
41.2
|
(53.2)
|
-
|
(53.2)
|
Balance at 30 January 2022
(restated(1))
|
2.5
|
467.5
|
1,828.0
|
(426.3)
|
0.1
|
1.0
|
1,872.8
|
413.6
|
2,286.4
|
Profit
for the period (as reported)
|
-
|
-
|
142.5
|
-
|
-
|
-
|
142.5
|
84.2
|
226.7
|
Prior
period restatement (Note 15)
|
-
|
-
|
45.8
|
-
|
-
|
-
|
45.8
|
-
|
45.8
|
Profit for the period
(restated(1))
|
-
|
-
|
188.3
|
-
|
-
|
-
|
188.3
|
84.2
|
272.5
|
Other comprehensive
income:
|
|
|
|
Exchange differences on
translation of foreign operations
|
-
|
-
|
-
|
-
|
-
|
95.8
|
95.8
|
34.0
|
129.8
|
Total other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
95.8
|
95.8
|
34.0
|
129.8
|
Total comprehensive income
for the period
|
-
|
-
|
188.3
|
-
|
-
|
95.8
|
284.1
|
118.2
|
402.3
|
Dividends to equity
holders
|
-
|
-
|
(24.8)
|
-
|
-
|
-
|
(24.8)
|
(2.8)
|
(27.6)
|
Put and
call options held with non-controlling interests
|
-
|
-
|
-
|
(19.1)
|
-
|
-
|
(19.1)
|
-
|
(19.1)
|
Put and
call options held with non-controlling interests
(restated(1))
|
-
|
-
|
-
|
5.1
|
-
|
-
|
5.1
|
-
|
5.1
|
Lapsed
and disposed put options held by non- controlling
interests
|
-
|
-
|
-
|
15.7
|
-
|
-
|
15.7
|
-
|
15.7
|
Acquisition of
non-controlling interest
|
-
|
-
|
(16.9)
|
-
|
-
|
-
|
(16.9)
|
(16.4)
|
(33.3)
|
Divestment of
non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
Non-controlling interest arising on acquisition
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1.6
|
1.6
|
Share-based payment charge
|
-
|
-
|
-
|
-
|
0.2
|
-
|
0.2
|
-
|
0.2
|
Balance at 28 January 2023
(restated(1))
|
2.5
|
467.5
|
1,974.6
|
(424.6)
|
0.3
|
96.8
|
2,117.1
|
513.9
|
2,631.0
|
Profit
for the period
|
-
|
-
|
538.8
|
-
|
-
|
-
|
538.8
|
66.2
|
605.0
|
Other
comprehensive income:
|
|
|
|
Exchange
differences on translation of foreign operations
|
-
|
-
|
-
|
-
|
-
|
(26.0)
|
(26.0)
|
(5.0)
|
(31.0)
|
Total
other comprehensive (loss)
|
-
|
-
|
-
|
-
|
-
|
(26.0)
|
(26.0)
|
(5.0)
|
(31.0)
|
Total comprehensive income
for the period
|
-
|
-
|
538.8
|
-
|
-
|
(26.0)
|
512.8
|
61.2
|
574.0
|
Dividends
to equity holders (Note 9)
|
-
|
-
|
(50.1)
|
-
|
-
|
-
|
(50.1)
|
(2.1)
|
(52.2)
|
Additions
to put and call options held with non-controlling interests (Note
8)
|
-
|
-
|
-
|
(428.8)
|
-
|
-
|
(428.8)
|
-
|
(428.8)
|
Lapsed
and disposed put options held by non-controlling interests (Note
8)
|
-
|
-
|
129.7
|
72.0
|
-
|
-
|
201.7
|
-
|
201.7
|
Acquisition of
non-controlling interest (Note 6)
|
-
|
-
|
(379.2)
|
480.1
|
-
|
-
|
100.9
|
(149.4)
|
(48.5)
|
Divestment of
non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(11.4)
|
(11.4)
|
Share-based payment charge
|
-
|
-
|
-
|
-
|
2.6
|
-
|
2.6
|
-
|
2.6
|
Balance at 3 February
2024
|
2.5
|
467.5
|
2,213.8
|
(301.3)
|
2.9
|
70.8
|
2,456.2
|
412.2
|
2,868.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Please refer to Note 15 for
further details of the restatements.
Consolidated Statement of Cash Flows
For the 53 weeks ended 3 February 2024
Note
|
53 weeks to
3
February
2024
(unaudited)
£m
|
Restated(1)
52 weeks to
28 January
2023
(unaudited)
£m
|
Cash flows from operating
activities
|
|
|
Profit
for the period
|
605.0
|
272.5
|
Adjustments
for:
|
|
|
Income
tax expense (non-adjusting)
4
|
206.2
|
214.2
|
Finance
expenses
(non-adjusting)
|
101.9
|
77.3
|
Finance
expenses (adjusting)
|
(5.5)
|
-
|
Finance
income
|
(39.2)
|
(8.4)
|
Depreciation and amortisation of non-current
assets
|
664.1
|
633.2
|
Foreign
exchange gains on monetary assets and liabilities
|
-
|
2.5
|
Share
based payment charge
|
2.6
|
-
|
Loss on
disposal of non-current
assets
|
7.6
|
5.1
|
Gain/loss
on FX forward contracts (recorded in Cost of sales)
|
(16.7)
|
32.2
|
Impairment of other intangibles and non-current assets
(non-adjusting)
|
21.6
|
3.4
|
Impairment of goodwill and fascia names
(adjusting)
|
|
34.9
|
117.6
|
Impairment of investments in associates and joint ventures
(adjusting)
|
|
-
|
19.6
|
Impairment of other intangibles and non-current assets
(adjusting)
|
|
4.3
|
6.0
|
Other
non-cash adjusting items
|
69.2
|
361.5
|
Share of
profit of equity-accounted investees (net of tax)
|
|
(7.6)
|
(4.9)
|
Profit before working
capital changes
|
1,648.4
|
1,731.8
|
Increase
in inventories
|
(196.2)
|
(501.3)
|
Increase
in trade and other receivables
|
(35.6)
|
(49.0)
|
Increase
in trade and other payables
|
34.7
|
151.7
|
Cash generated from
operations
|
1,451.3
|
1,333.2
|
Interest
paid
|
(17.5)
|
(8.4)
|
Lease
interest paid
|
|
(84.4)
|
(68.9)
|
Income
taxes paid
|
(208.6)
|
(174.4)
|
Net cash from operating
activities
|
1,140.8
|
1,081.5
|
Cash flows from investing
activities
|
|
|
Interest
received
|
39.2
|
8.4
|
Proceeds
from sale of non-current assets
|
11.1
|
11.5
|
Acquisition of intangible assets
|
(29.5)
|
(19.9)
|
Acquisition of property, plant and equipment
|
(500.0)
|
(326.6)
|
Acquisition of other non-current assets
|
|
(10.2)
|
(12.8)
|
Drawdown
of lease liabilities
|
-
|
7.5
|
Dividends
received from equity-accounted investees
|
|
-
|
3.4
|
Cash
consideration of disposals (net of cash disposed)
|
7
|
(54.1)
|
59.6
|
Investment in associates and joint ventures
|
|
-
|
(2.8)
|
Acquisition of subsidiaries (net of cash acquired)
6
|
-
|
(20.0)
|
Net cash used in investing
activities
|
(543.5)
|
(291.7)
|
Cash flows from financing
activities
|
|
|
Repayment
of interest-bearing loans and borrowings
|
(124.9)
|
(37.4)
|
Drawdown
of interest-bearing loans and borrowings
|
119.1
|
15.5
|
Repayment
of lease liabilities
|
10
|
(400.0)
|
(400.5)
|
Divestment of non-controlling interests
|
-
|
0.1
|
Deferred
consideration paid
|
(5.1)
|
(29.2)
|
Acquisition of non-controlling
interests
6
|
(551.8)
|
(29.3)
|
Equity dividends paid
|
9
|
(50.1)
|
(24.8)
|
Dividends paid to non-controlling
interests in subsidiaries
|
(2.1)
|
(2.8)
|
Net cash used in financing
activities
|
(1,014.9)
|
(508.4)
|
Net (decrease)/increase in
cash and cash equivalents
|
10
|
(417.6)
|
281.4
|
Cash and cash equivalents at
the beginning of the period(2)
|
10
|
1,548.9
|
1,280.4
|
Foreign exchange losses on cash
and cash equivalents
|
10
|
(29.7)
|
(12.9)
|
Cash and cash equivalents at
the end of the period(2)
|
10
|
1,101.6
|
1,548.9
|
(1) Please refer to Note
15 for further details of the restatements.
(2) Cash and cash
equivalents at the end of the period ended 28 January 2023 includes
£74.5m within assets held-for-sale (see Note 10 and Note 12). Cash
and cash equivalents at 3 February 2024 includes £8.8m within
assets held-for-sale (see Note 10 and Note 12).
The accompanying notes form part
of the announcement.
1. Basis of
Preparation
General Information
JD Sports Fashion Plc (the
'Company') is a Company incorporated in the United Kingdom and
registered in England and Wales. The financial statements for the
53 week period ended 3 February 2024 represent those of the Company
and its subsidiaries (together referred to as the 'Group'). The
financial statements will be approved for issue by the Board of
Directors in due course.
Basis of
Preparation
While the financial information
included in this preliminary announcement has been prepared in
accordance with the recognition and measurement criteria of
International Financial Reporting Standards (IFRSs), this
announcement does not itself contain sufficient information to
comply with IFRSs.
This announcement was approved by
the Board of Directors on 30 May 2024. The financial information in
this announcement does not constitute the Group's statutory
accounts for the periods ended 3 February 2024 or 28 January 2023.
Statutory accounts for 28 January 2023 have been delivered to the
Registrar of Companies. The auditors have reported on those
accounts; their report was unqualified, did not include a reference
to any matters to which the auditors drew attention by way of
emphasis without qualifying their report and did not contain a
statement under section 498(2) or (3) of the Companies Act 2006.
The audit of the statutory accounts for the period ended 3 February
2024 is not yet complete. These accounts will be finalised on the
basis of the financial information presented by the directors in
this preliminary announcement and will be delivered to the
Registrar of Companies following the company's annual general
meeting. The audited Consolidated Financial Statements from which
the 2023 results are extracted have been prepared under the
historical cost convention in accordance with IFRS (International
Financial Reporting Standards), as adopted by those parts of the
Companies Act 2006 applicable to companies reporting under IFRS.
The standards used are those published by the International
Accounting Standards Board (IASB) and effective at the time of
preparing these financial statements (May 2024).
The Directors consider it
appropriate to adopt the going concern basis of accounting in
preparing the financial statements of the Group.
Going Concern
The Directors have prepared the
Group and the Company financial statements on a going concern basis
for the following reasons:
At 3 February 2024, the Group had
net cash balances of £1,101.6m (28 January 2023 (restated):
£1,548.9m) with available committed UK borrowing facilities of
£700m (28 January 2023: £700m) of which £Nil (28 January 2023:
£Nil) has been drawn down and is available up to 6 November 2026
and US facilities of approximately $300m of which $13.0m was drawn
down (28 January 2023: $Nil) and is available up until 24 September
2026.
These facilities are subject to
certain covenants, please refer to the Annual Report and Accounts.
The Directors believe that the Group is well placed to manage its
business risks successfully despite the current uncertain economic
outlook.
On 23 April 2024, the Group
entered into a binding agreement to acquire 100% of the outstanding
share capital of Hibbett, Inc., a company listed on the Nasdaq
Stock Market, for a price of $87.50 per share in cash, implying an
equity value of $1,083m (c. £878m) and an enterprise value of
$1,109m (£899m). There has been no
material change in the extent of cash and facilities available
since the period end.
The Group expects to fund the
total consideration payable, and refinance Hibbett, Inc.'s existing
debt, through a combination of existing US cash resources of
$300m and a $1,000m extension to the Group's existing bank
facilities which has been committed. This acquisition remains
subject to antitrust review by the relevant US
authorities.
Within the period, the Group
announced the proposed acquisition of 100% of the issued share
capital of Groupe Courir S.A.S ('Courir') for an enterprise value
of €520m, which will be funded through a combination of the Group's
existing cash reserves and an agreed extension to the Group's
existing bank facilities. This acquisition remains subject to
review by the European Commission.
These acquisitions have been
considered as part of the going concern review.
The Directors have prepared cash
flow forecasts for the Group covering a period of at least 12
months from the date of approval of the Group and Company financial
statements, including specific consideration of a range of impacts
that could arise from geo-political tensions and the actual and
potential impact of inflationary cost pressures. These forecasts
indicate that the Group and Company will be able to operate within
the level of its agreed facilities and covenant
compliance.
The Directors have considered that
a combination of severe but plausible scenarios all occurring at
the same time would be required for the Group to run out of cash
and be fully drawn down on the available facilities/to breach a
covenant before consideration of mitigating actions. This is not
considered to be a plausible scenario, as the combination of all
scenarios simultaneously is considered to be exceptionally
remote.
The Directors have considered all
of the factors noted above 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)
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. 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.
For the financial period ended 3
February 2024, the Group has updated the presentation of the
Consolidated Income Statement to a three-column format to show
adjusting items against the relevant income statement line item.
The term 'adjusting items' as opposed to 'adjusted items' that was
used in the prior period has been updated as has the definition of
adjusting items to include the impairment of loan receivables.
These updates are intended to provide enhanced disclosure and
greater clarity over what is classified as an adjusting item and,
by being more specific in terms of defining the adjusting items,
results in the provision of more relevant information with greater
comparability between financial periods.
Alternative Performance Measures
are also used to enhance the comparability of information between
reporting periods, by accounting for adjusting items. Adjusting
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 adjusting
items, which are presented as adjusting 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 adjusting is given in Note 3.
Further information can be found in the Alternative Performance
Measures section on pages 56 to 62.
Adoption of
New and
Revised Standards
The following amendments became
effective for the period ended 3 February 2024. These have no
significant impact on the consolidated results or financial
position.
-
Amendments to IFRS 17 - Insurance Contracts
(effective from 1 January 2023).
-
Amendments to IAS 1 - Disclosure of Accounting
Policies (effective from 1 January 2023).
-
Amendments to IAS 8 - Definition of Accounting
Policies (effective from 1 January 2023).
-
Amendments to IAS 12 - Income Taxes - Deferred
Tax related to Assets and Liabilities arising from a Single
Transaction (effective from 1 January 2023).
-
Amendments to IAS 12 - International Tax Reform -
Pillar Two Model Rules (effective from 1 January 2023).
The following amendments are in
issue but have yet to become effective. These are not expected to
have a significant impact on the consolidated results or financial
position.
-
Amendments to IFRS 10 - Lease Liability in a Sale
and Leaseback (effective from 1 January 2024).
-
Amendments to IAS 1 - Non-Current Liabilities
with Covenants (effective from 1 January 2024).
-
Amendments to IFRS 7 and IAS 7 - Supplier Finance
Arrangements (effective from 1 January 2024).
-
Amendments to IAS 21 - Lack of Exchangeability
(effective from 1 January 2025).
IAS 12 Income Taxes
The Group has adopted the
amendments to IAS 12 which apply to income taxes arising from tax
law enacted, or substantively enacted, to implement the Pillar Two
model rules published by the Organisation for Economic Co-operation
and Development ('OECD').
The amendments include a mandatory
temporary exemption of the accounting requirement for deferred
taxes under IAS 12, such that an entity neither recognises nor
discloses information regarding deferred tax assets and liabilities
in respect of Pillar Two. The Group has adopted this
exemption.
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.
Critical Accounting Judgements and Key Sources of Estimation
Uncertainty
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 and
estimates about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
Critical Accounting Judgements
The following are critical
judgements, apart from those involving estimations (which are
presented separately below), that management have made in the
process of applying the Group's accounting policies and that have
the most effect on the amounts recognised in the consolidated Group
financial statements.
Adjusting Items
Management exercises significant
judgement in assessing whether items should be classified as
adjusting items. This assessment covers the nature of the item,
cause of occurrence and/or scale of impact of that item on the
reported performance. In determining whether an item should be
presented as adjusting the Group considers items which are
significant because of either their size or their nature which
management believes would distort an understanding of earnings if
not separately presented.
An explanation as to why items
have been classified as adjusting is given in Note 3. Further
information about metrics that the Group utilises which exclude
adjusting items can be found in the Alternative Performance
Measures section on pages 56 to 62.
1. Basis of
Preparation (continued)
Key Sources of Estimation Uncertainty
The key assumptions
about the future, and other key sources of estimation uncertainty
at the reporting period end, that may have a significant risk of
causing a material adjustment to the carrying amount of assets and
liabilities within the next financial year are discussed
below:
Genesis Put and Call Option
Genesis Put and Call Option agreements that allow
the Group's equity partners to require the Group to purchase a
non-controlling interest are recorded in the Consolidated
Balance Sheet initially at the present value of the redemption
amount, in accordance with IAS 32 Financial Instruments:
Presentation. On initial recognition, the corresponding amount is
recognised against the put and call option reserve. Changes in the
measurement of the financial liability due to the unwinding of the
discount or changes in the amount that the Group could
be required to pay are recognised in the Consolidated Income
Statement. If the contract expires without delivery, the carrying
amount of the financial liability is reclassified to equity,
otherwise the financial liability is derecognised for the amount
settled.
The key significant option
outstanding as at 3 February 2024 relates to the Group's US
sub-group, Genesis. The Genesis put and call liability at 3
February 2024 was £763.5m (2023 (restated): £782.9m).
The Group uses a third-party
valuation expert to independently determine the present value of
the exercise price of the Genesis put and call options. The
approach uses a Monte-Carlo simulation model applying a geometric
Brownian motion to project the share price and an arithmetic
Brownian motion for the projection of EBITDA forecasts. See Note 8
for the full accounting policy.
The critical estimate used for the
calculation used to value the put and call option liability is the
EBITDA forecasts and growth assumptions for future period used.
Further information about the sensitivities used can be found in
Note 8.
Accounting Policies
Supplier Rebates
Supplier rebates include promotion
cost contributions and marketing initiative support and are
recognised in the Consolidated Financial Statements when they are
contractually agreed with the supplier and can be reliably
measured. Such rebates typically relate to the launch of such
initiatives and therefore rebate income is typically recognised
across the period in which launch costs are recognised.
Contributions towards store
fixtures are recognised as a credit within the Consolidated Income
Statement within the period in which they are received. Other
rebates are agreed with suppliers retrospectively once specific
targets have been achieved and recognised after the end of the
relevant supplier's financial year.
Future Changes in
Accounting
Policies
Segmental Analysis
As announced in the Group's FY24
Trading Update on 28 March 2024, with effect from the 52 week
period ending 1 February 2025, new segmentation will be used for
reporting, initially at the Q2 trading update in August 2024 and
then for the interim results for the 26 week period ending 3 August
2024.
Adjusting items
In line with the majority of
large, UK-listed retail companies, with effect from the 52 week
period ending 1 February 2025 the Group will extend its definition
of adjusting Items to include amortisation of acquired
intangibles.
2. Segmental
Analysis
Information regarding the Group's reportable
segments for
the 53
weeks to
3 February
2024 is
shown below:
Income
statement
|
Sports Fashion
£m
|
Outdoor
£m
|
Unallocated
£m
|
Total
(unaudited)
£m
|
Gross revenue
|
9,982.4
|
559.6
|
-
|
10,542.0
|
Inter-segment revenue
|
(0.3)
|
0.3
|
-
|
-
|
Revenue
|
9,982.1
|
559.9
|
-
|
10,542.0
|
Gross profit %
|
48.4%
|
42.3%
|
-
|
47.9%
|
Operating profit/(loss) before
adjusting items
|
987.2
|
(7.3)
|
-
|
979.9
|
Adjusting items
|
(42.9)
|
(9.8)
|
-
|
(52.7)
|
Operating profit/(loss)
|
944.3
|
(17.1)
|
-
|
927.2
|
Finance income
|
-
|
-
|
39.2
|
39.2
|
Impairment loss on financial
assets
|
(58.8)
|
-
|
-
|
(58.8)
|
Finance expenses
|
(96.4)
|
-
|
-
|
(96.4)
|
Profit/(loss) before
tax
|
789.1
|
(17.1)
|
39.2
|
811.2
|
Income tax expense
|
(206.1)
|
(0.1)
|
-
|
(206.2)
|
Profit/(loss) for the
period
|
583.0
|
(17.2)
|
39.2
|
605.0
|
Total assets and
liabilities
|
Sports Fashion
£m
|
Outdoor
£m
|
Eliminations
£m
|
Total
(unaudited)
£m
|
Total assets
|
7,815.1
|
385.0
|
(153.9)
|
8,046.2
|
Total liabilities
|
(4,986.3)
|
(345.4)
|
153.9
|
(5,177.8)
|
Total segment net assets
|
2,828.8
|
39.6
|
-
|
2,868.4
|
Other
segment information
|
|
Sports Fashion
£m
|
Outdoor
£m
|
Total
(unaudited)
£m
|
Capital expenditure:
|
|
Intangible assets (software
development)
|
|
29.5
|
-
|
29.5
|
Intangible assets (brand
licences)
|
|
73.0
|
-
|
73.0
|
Property, plant and
equipment
|
|
518.9
|
10.9
|
529.8
|
Right-of-use assets
|
|
582.8
|
10.0
|
592.8
|
Other non-current
assets
|
|
10.2
|
-
|
10.2
|
Depreciation, amortisation and impairments:
|
|
Amortisation of intangible
assets
|
|
68.3
|
4.7
|
73.0
|
Depreciation of property, plant
and equipment
|
|
168.8
|
9.0
|
177.8
|
Depreciation and amortisation of
right-of-use assets
|
|
391.3
|
22.0
|
413.3
|
Impairment of non-current assets
(adjusting items)
|
|
26.4
|
9.8
|
36.2
|
Impairment of non-current assets
(non-adjusting items)
|
|
15.1
|
-
|
15.1
|
2. Segmental
Analysis (continued)
![Text Box: Income statement Sports Fashion £m Outdoor £m Unallocated £m Restated(1) Total (unaudited) £m Gross revenue 9,560.9 564.1 – 10,125.0 Inter-segment revenue (0.3) 0.3 – – Revenue 9,560.6 564.4 – 10,125.0 Gross profit % 48.5% 43.0% 48.2% Operating profit before adjusting items 1,043.9 16.4 – 1,060.3 Adjusting items (214.5) (39.8) – (254.3) Operating profit/(loss) 829.4 (23.4) – 806.0 Finance income – – 8.4 8.4 Finance expenses (327.7) – – (327.7) Profit/(loss) before tax 501.7 (23.4) 8.4 486.7 Income tax expense (208.9) (5.3) – (214.2) Profit/(loss) for the period 292.8 (28.7) 8.4 272.5](https://dw6uz0omxro53.cloudfront.net/3064950/2b2b29ff-d908-44f5-8a8d-b7c8ec10925d.png)
The comparative
segmental results
for the
52 weeks
to 28
January 2023
are shown
below:
Total assets and
liabilities
|
Sports Fashion
£m
|
Outdoor
£m
|
Eliminations
£m
|
Restated(1)
Total
(unaudited)
£m
|
Total
assets
|
7,842.1
|
462.1
|
(193.6)
|
8,110.6
|
Total
liabilities
|
(5,273.5)
|
(399.7)
|
193.6
|
(5,479.6)
|
Total segment net
assets
|
2,568.6
|
62.4
|
-
|
2,631.0
|
Other
segment information
|
|
Sports Fashion
£m
|
Outdoor
£m
|
Restated(1)
Total
(unaudited)
£m
|
Capital expenditure:
|
|
Intangible assets (software development)
|
|
19.9
|
-
|
19.9
|
Intangible assets (brand licences)
|
|
78.4
|
-
|
78.4
|
Property,
plant and equipment
|
|
305.6
|
21.0
|
326.6
|
Right-of-use assets
|
|
374.3
|
35.6
|
409.9
|
Other
non-current assets
|
|
12.8
|
-
|
12.8
|
Depreciation, amortisation
and impairments:
|
|
Amortisation of intangible assets
|
|
71.6
|
4.4
|
76.0
|
Depreciation of property, plant and equipment
|
|
154.1
|
7.9
|
162.0
|
Depreciation of right-of-use assets
|
|
372.2
|
23.0
|
395.2
|
Impairment of non-current assets (adjusting items)
|
|
83.8
|
39.8
|
123.6
|
Impairment of investment in associates and joint ventures
(adjusting items)
|
|
19.6
|
-
|
19.6
|
Impairment of non-current assets (non-adjusting
items)
|
|
3.4
|
-
|
3.4
|
(1) Please refer to Note
15 for further details of the restatement.
2. Segmental
Analysis (continued)
Geographical Information
The Group's operations are located
in the UK, Andorra, Australia, Austria, Belgium, Bosnia and
Herzegovina, Bulgaria, Canada, Croatia, Cyprus, Czech Republic,
Denmark, Estonia, Finland, France, Germany, Greece, Hong Kong,
Hungary, India, Indonesia, Israel, Italy, Latvia, Lithuania,
Malaysia, the Netherlands, New Zealand, Poland, Portugal, the
Republic of Ireland ('ROI'), Romania, Serbia, Singapore, Slovakia,
Slovenia, South Korea, Spain and the Canary Islands, Sweden,
Thailand, the UAE and the US.
The following table provides
analysis of the Group's revenue by geographical market,
irrespective of the origin of the goods/services:
Revenue
|
53
weeks to
3 February
2024
(unaudited)
£m
|
52 weeks
to
28
January
2023
(unaudited)
£m
|
UK & ROI
|
3,510.2
|
3,826.7
|
Europe
|
3,093.5
|
2,659.9
|
North America
|
3,413.5
|
3,150.1
|
Rest of world
|
524.8
|
488.3
|
|
10,542.0
|
10,125.0
|
The revenue from any individual
country, with the exception of the UK, US and Spain, is not more
than 10% of the Group's total revenue.
Revenue by
channel
Revenue
|
53
weeks to
3 February
2024
(unaudited)
£m
|
Restated(1)
52 weeks
to
28
January
2023
(unaudited)
£m
|
Retail stores
|
7,956.6
|
7,306.5
|
Online
|
2,350.3
|
2,543.3
|
Other(2)
|
235.1
|
275.2
|
|
10,542.0
|
10,125.0
|
(1) Some amounts
disclosed in the analysis above have been reclassified during the
current and previous period to be consistent with the commercial
analysis presented in the Alternative Performance Measures
(see page 60). These reclassifications have no
effect on the overall reported results.
(2) Other relates to
revenue from leisure club memberships, wholesale and commission
sales.
Revenue by
product type
Revenue
|
53
weeks to
3 February
2024
(unaudited)
£m
|
52 weeks
to
28
January
2023
(unaudited)
£m
|
Footwear
|
5,920.4
|
5,471.4
|
Apparel
|
3,408.4
|
3,560.6
|
Accessories
|
669.5
|
629.6
|
Other(3)
|
543.7
|
463.4
|
|
10,542.0
|
10,125.0
|
(3) Other relates to
revenue from sales of outdoor living equipment, delivery income and
revenue from leisure club memberships.
The following is an analysis of
the carrying amount of segmental non-current assets by the
geographical area in which the assets are located.
Non-current assets
|
53
weeks to
3 February
2024
(unaudited)
£m
|
Restated(4) 52 weeks
to
28
January
2023
(unaudited)
£m
|
Restated(4) 52 weeks
to
30 January
2022
(unaudited)
£m
|
UK & ROI
|
1,254.1
|
1,239.6
|
1,252.5
|
Europe
|
1,702.5
|
1,472.8
|
1,378.2
|
North America
|
1,901.7
|
1,800.6
|
1,682.5
|
Rest of world
|
144.9
|
161.9
|
163.3
|
|
5,003.2
|
4,674.9
|
4,476.5
|
(4) Please refer to Note
15 for further details of the restatement.
(5)
3. Adjusting
Items
For the financial period ended 3
February 2024, the Group has updated the presentation of the
Consolidated Income Statement to a three-column format to show
adjusting items against the relevant income statement line item.
The term 'adjusting items', as opposed to 'adjusted items' that was
used in the prior financial period, has been updated as has the
definition of adjusting items to include the impairment of loan
receivables not recoverable. These updates are intended to provide
enhanced disclosure and greater clarity over what is classified as
an adjusting item and, by being more specific in terms of defining
the adjusting items, result in the provision of more relevant
information with greater comparability between financial
periods.
The Group exercises judgement in
assessing whether items should be classified as adjusting items.
This assessment covers the nature of the item, cause of occurrence
and scale of impact of that item on the reported performance. In
determining whether items should be presented as adjusting items,
the Group considers items that are significant because of either
their size or their nature which management believe would distort
an understanding of earnings if not adjusted. In order for an item
to be presented as an adjusting item, it should typically meet at
least one of the following criteria:
-
Impairments of tangible and intangible assets,
investments and loan receivables not recoverable
-
Unusual in nature or outside the normal course of
business (for example, the non-cash movement in the present value
of put and call options)
-
Items directly incurred as a result of either an
acquisition or a divestment, or arising from a major business
change or restructuring programme.
The separate reporting of items,
which are presented as adjusting items within the relevant category
in the Consolidated Income Statement, helps provide an indication
of the Group's trading performance in the normal course of
business. The tax impact of these adjusting items is a tax credit
of £18.4m (2023: £2.4m) as shown in Note 5 and on the face of the
Consolidated Income Statement.
|
|
Restated(1)
|
|
53 weeks to
|
52 weeks to
|
|
3
February
|
28 January
|
|
2024
(unaudited)
|
2023
(unaudited)
|
Note
|
£m
|
£m
|
Impairments of tangible and
intangible assets and investments:
|
|
|
Impairments of tangible and intangible assets and
investments(2)
|
|
39.2
|
137.2
|
Items as a
result of acquisitions, divestments, major business changes
or restructuring:
|
|
|
Divestment and restructuring(3)
|
38.3
|
129.6
|
Gain
arising on deconsolidation(4)
|
(36.1)
|
-
|
Acquisition-related costs(5)
|
10.8
|
-
|
Deferred
consideration charge/(release)(6)
|
0.5
|
(12.5)
|
Administrative expenses -
Adjusting items
|
52.7
|
254.3
|
Items that are unusual in
nature or outside the normal course of business:
|
|
|
Movement
in present value of put and call
options
8
|
(5.5)
|
250.4
|
Finance expenses - Adjusting
items
|
(5.5)
|
250.4
|
Impairments of loan receivables not
recoverable(7)
|
58.8
|
-
|
Impairment loss on financial
assets - Adjusting items
|
58.8
|
-
|
Adjusting
items
|
106.0
|
504.7
|
|
|
|
|
(1) Please refer to Note
15 for further details of the restatement.
(2) The impairment of
tangible and intangible assets and investments in the current
period relates to the impairment of goodwill (£12.2m), fascia
name (£3.4m), right-of-use assets (£2.5m),
and property, plant and equipment (£1.8m) arising on the
acquisition of Total Swimming Holdings Limited. The charge also
includes goodwill impairment prior to the divestment of GymNation
(£7.9m), the impairment of the Go Outdoors fascia (£9.8m) and
impairment of the goodwill and fascia names on three non-core
businesses (£1.6m). The impairment in the prior period primarily
related to the goodwill and fascia name arising on the acquisition
of Deporvillage (£24.7m), Hairburst (£21.6m), Leisure Lakes
(£21.1m), Wheelbase (£18.7m), Bodytone (£12.4m), Missy Empire
(£10.2m), Livestock (£7.1m), Wellgosh (£1.0m), Oi Polloi (£0.7m)
and Philip Browne (£0.1m). In addition there was an impairment
charge for the investment in Gym King of £19.6m.
(3) During the current
period, £31.4m of divestment costs (2023: £121.5m) and £6.9m of
restructuring charges (2023: £8.1m) were incurred.
(4) A net gain of £36.1m
arose following the deconsolidation of Sports Unlimited Retail
('SUR') after the entity entered bankruptcy on 6 December 2023.
From this point onwards the entity was no longer under the control
of JD Sports Fashion Plc and was deconsolidated (see footnote (8)
and Note 7 for further information).
(5) Acquisition-related
costs of £10.8m are in respect of the Groupe Courir acquisition
which remains subject to review by the European Commission and
hence as at the date of this report, has not been
concluded.
(6) In the current
period, the £0.5m is related to acquisition-related deferred
consideration. In the prior period, this related to
acquisition-related release of contingent consideration for Leisure
Lakes (£10.5m) and Total Swimming Holdings Limited
(£2.0m).
(7) A £57.9 million
impairment loss arose on the loan owed by Sports Unlimited Retail
to Iberian Sports Retail Group and Sprinter Megacentros del Deporte
SLU, at the time the entity entered bankruptcy (see footnote (4)).
The remaining £0.9 million relates to other
impairments.
4. Tax
Expense
The total tax charge included in
the Consolidated Income Statement consists of current and deferred
tax.
Current Income Tax
Current tax is the expected tax
payable on taxable income for the financial period, using the
applicable enacted tax rates in each relevant jurisdiction. Tax
expense is recognised in the Consolidated Income Statement except
to the extent it relates to items recognised in the Consolidated
Statement of Comprehensive Income or directly in the Consolidated
Statement of Changes in Equity, in which case it is recognised in
the relevant statement, respectively.
Deferred Tax
Deferred tax is accounted for
using the balance sheet liability method, by providing for
temporary differences that arise between the carrying amounts of
assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. The following temporary
differences are not provided for:
-
Goodwill not deductible
for tax purposes.
-
The initial
recognition of
assets or
liabilities that
affect neither
accounting nor
taxable profit.
-
Differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
Deferred tax is calculated at the
tax rates that are expected to apply in the period when the
liability is settled or the asset realised, based on the tax rates
that have been enacted or substantively enacted by the balance
sheet date. Deferred tax is charged or credited in the Consolidated
Income Statement, except when it relates to items charged or
credited directly to the Consolidated Statement of Changes in
Equity or the Consolidated Statement of Comprehensive Income, in
which case the deferred tax is recognised in the relevant
statement, respectively.
Tax provisions are recognised for
uncertain tax positions where a risk of an additional tax liability
has been identified and it is probable that the Group will be
required to settle that tax. Measurement is dependent on
management's expectation of the outcome of decisions by tax
authorities in the various tax jurisdictions in which the Group
operates. This is assessed on a case-by-case basis using in-house
tax experts, professional advisers and previous
experience.
Pillar Two Model Rules
The Group has continued to monitor
developments in relation to the OECD's Two Pillar Solution to
Address the Tax Challenges arising from the Digitalisation of the
Economy ("Pillar Two Model Rules").
Based on the financial forecasts
for the period ended 1 February 2025, approximately 1.8% of the
group's annual profits for that period may be subject to a top-up
tax. Prior to the application of the Pillar Two Model Rules, the
Group would have expected these profits to be taxed at an average
effective tax rate of 13.0%. As such, any top-up tax payable under
the Pillar Two Model Rules is not expected to have a material
impact on the Group's overall income tax charge. The Group
continues to assess the impact of the Pillar Two income taxes
legislation on its future financial performance. It has also
applied the temporary exemption issued by the IASB in May 2023 in
respect of IAS 12 and has not recognised or disclosed information
in respect of deferred tax assets and liabilities relating to
Pillar Two Model Rules income taxes.
|
53 weeks
to
3 February
2024
(unaudited)
£m
|
Restated(1)
52 weeks
to
28
January
2023
(unaudited)
£m
|
Current tax
|
|
|
UK corporation tax at 24.0% (2023:
19.0%)(2)
|
221.9
|
198.9
|
Adjustment relating to prior
periods
|
(5.8)
|
(6.5)
|
Total current tax charge
|
216.1
|
192.4
|
Deferred tax
|
|
|
Deferred tax (origination and
reversal of temporary differences)
|
(2.5)
|
14.1
|
Adjustment relating to prior
periods
|
(7.4)
|
7.7
|
Total deferred tax
(credit)/charge
|
(9.9)
|
21.8
|
Income tax expense
|
206.2
|
214.2
|
4. Tax Expense
(continued)
|
53
weeks to
3 February
2024
(unaudited)
£m
|
Restated(1)
52 weeks
to
28
January
2023
(unaudited)
£m
|
Profit before tax multiplied by
the standard rate of corporation tax 24.0%(2) (2023: 19.0%)
|
194.7
|
92.5
|
Effects of:
|
|
|
Expenses not
deductible(3)
|
31.0
|
23.2
|
Put and call option movement not
deductible(4)
|
(3.3)
|
47.5
|
Depreciation and impairment of
non-qualifying non-current assets(5)
|
2.1
|
1.2
|
Non-qualifying profit on sale of
PPE(6)
|
0.1
|
(0.2)
|
Utilisation of previously
unrecognised tax losses(7)
|
(0.9)
|
(4.0)
|
Non-taxable
income(8)
|
(21.1)
|
(4.0)
|
Effect of tax rates in foreign
jurisdictions(9)
|
(10.3)
|
14.9
|
Research and development tax
credits and other allowances(10)
|
(5.2)
|
(10.4)
|
Adjustments related to prior
periods(11)
|
(13.2)
|
1.2
|
Other differences in tax
rate(12)
|
0.5
|
3.7
|
Non-qualifying impairment of
goodwill on consolidation(13)
|
2.2
|
24.4
|
Change in unrecognised temporary
differences(14)
|
12.9
|
7.2
|
Other taxes due(15)
|
16.7
|
17.0
|
Income tax expense
|
206.2
|
214.2
|
(1) Please refer to Note
15 for further details of the restatement.
(2) The weighted standard
rate of corporation tax for the period is 24% as the UK mainstream
tax rate was 19% until 31 March 2023, when it increased to
25%.
(3) Certain legal and
professional fees, together with the losses incurred on the
divestment of non-core businesses in the current period, are not
deductible for tax purposes.
(4) The movements in the
put and call options per Note 8 are not deductible for
tax.
(5) The depreciation
adjustment relates to UK assets which are not eligible for capital
allowances.
(6) The loss relates to
the sale of tangible assets which are not eligible for capital
allowances.
(7) Following a return to
profitability of certain Group subsidiaries, brought forward losses
have been utilised in the period and a deferred tax asset
recognised in respect of any remaining losses.
(8) Non-taxable gain on deconsolidation of Sports Unlimited
Retail Limited (see Note 3), the receipt
of dividends and the release of deferred consideration which no
longer falls due.
(9) A proportion of the
Group's profits arise outside of the UK and are taxed at the
prevailing tax rate. As the UK corporation tax rate has increased
from 19% to 25% in the period, the impact of overseas tax rates has
reduced.
(10)
R&D and general business tax credits have been claimed in the
US, Spain and Poland.
(11) The
prior period adjustment reflects net current and deferred tax
movements between Group reporting provisions and submitted
returns.
(12) The
adjustment reflects the difference between the deferred tax rate
and corporate income tax rate. These differences have reduced as a
result of the UK corporate income tax increasing to 25% on 1 April
2023.
(13) The
impairment of goodwill on consolidation and investments in
associates are non-deductible for corporate income tax purposes and
does not attract deferred tax.
(14) The
adjustment represents losses created in the period for which no
deferred tax asset has been recognised, due to a lack of certainty
over future taxable profits arising.
(15) Other
taxes due are primarily in respect of US state taxes but also
include local taxes payable in other overseas
jurisdictions.
Deferred tax assets and liabilities are attributable to the following:
|
Assets
2024
(unaudited)
£m
|
Assets
2023
(unaudited)
£m
|
Liabilities
2024
(unaudited)
£m
|
Liabilities 2023
(unaudited)
£m
|
Net
2024
(unaudited)
£m
|
Net
2023
(unaudited)
£m
|
Property, plant and
equipment
|
3.8
|
2.1
|
(68.9)
|
(57.9)
|
(65.1)
|
(55.8)
|
Employee benefits
|
12.4
|
13.1
|
-
|
-
|
12.4
|
13.1
|
Property
|
32.2
|
31.0
|
(0.5)
|
(0.4)
|
31.7
|
30.6
|
Specific trade
provisions
|
8.5
|
12.3
|
-
|
-
|
8.5
|
12.3
|
Losses
|
10.1
|
5.0
|
-
|
-
|
10.1
|
5.0
|
Fascia names
|
-
|
-
|
(66.3)
|
(85.0)
|
(66.3)
|
(85.0)
|
Other
|
3.7
|
2.6
|
(0.9)
|
(0.1)
|
2.8
|
2.5
|
Tax
assets/(liabilities)
|
70.7
|
66.1
|
(136.6)
|
(143.4)
|
(65.9)
|
(77.3)
|
In accordance with IAS 12, UK
deferred tax has been recognised at the enacted rate of 25% at the
balance sheet date. Deferred tax is recognised at the local enacted
rate for overseas territories.
The table above shows the split of
the deferred tax balance by category. The Consolidated Statement of
Financial Position shows the position after the legally enforceable
right of offset. This results in an asset of £23.8m (2023: £12.9m)
and a liability of £89.7m (2023: net liability £90.2m) in the
Consolidated Statement of Financial Position. This reflects the net
position of £65.9m liability (2023: £77.3m liability) shown in the
table above.
5. Earnings Per Ordinary
Share
Basic and Adjusted
Earnings
Per Ordinary Share
On 20 December 2022, JD Sports
Fashion Plc completed the placing of new ordinary shares in the
capital of the Company. A total of 25,000,000 new ordinary shares
were issued at par, increasing the total ordinary shares in issue
to 5,183,135,745.
The calculation of basic earnings
per ordinary share at 3 February 2024 is based on the profit for
the period attributable to equity holders of the parent of £538.8m
(2023: £188.3m restated(1)) and a weighted average number of
ordinary shares outstanding during the 53 week period ended 3
February 2024 of 5,183,135,745 (2023: 5,158,497,877).
There have been no other
transactions involving ordinary shares or potential ordinary shares
in the period or since the period end date and the date of signing
of these financial statements.
Adjusted basic 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 adjusting items. The
Directors consider that this gives a more useful measure of the
trading performance and profitability of the Group.
|
53
weeks to
3 February
2024
(unaudited)
millions
|
52 weeks
to
28
January
2023
(unaudited)
millions
|
Issued ordinary shares at
beginning of period
|
5,183.1
|
5,158.1
|
Ordinary shares issued on 20
December 2022
|
-
|
25.0
|
Issued ordinary shares at end of period
|
5,183.1
|
5,183.1
|
Note
|
53 weeks to
3
February
2024
(unaudited)
£m
|
Restated(1)(2)
52 weeks to
28 January
2023
(unaudited)
£m
|
Profit for the period attributable
to equity holders of the parent
|
538.8
|
188.3
|
Adjusting
items
3
|
106.0
|
504.7
|
Tax relating to adjusting items
|
(18.4)
|
(2.4)
|
Profit
for the period attributable to equity holders of the parent
excluding adjusting items
|
626.4
|
690.6
|
|
millions
|
millions
|
Weighted
average number of ordinary shares at end of the period
(basic)
|
5,158.2
|
5,158.1
|
Dilution
- Effect of potentially dilutive share options and
awards
|
0.7
|
-
|
Weighted
average number of ordinary shares at the end of the period
(diluted)
|
5,158.9
|
5,158.1
|
|
|
|
Basic
earnings per ordinary share
|
10.45p
|
3.65p
|
Diluted
earnings per ordinary share
|
10.45p
|
3.65p
|
|
|
|
Adjusted
basic earnings per ordinary share
|
12.14p
|
13.39p
|
Adjusted
diluted earnings per ordinary share
|
12.14p
|
13.39p
|
(1) See Note 15 for
further details of the restatement.
(2) On 20 December 2022,
a total of 25,000,000 ordinary shares of 0.05 pence each were
issued at par. The shares were delivered to the JD Sports Employee
Benefit Trust ('Trust') and were issued, in part, to satisfy a
buy-out award due to Régis Schultz, the Group's Chief Executive
Officer with an effective date of 5 September 2022, of which a
proportion of the award became vested in the period ended 3
February 2024 after certain continuous employment requirements were
satisfied. In the same period, the remaining shares became
dilutive.
6. Acquisitions
Business
Combinations
The Group
accounts for business combinations using the acquisition method
when control is transferred to the Group. The Group controls an
entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect
the returns through its power over the entity.
Costs related to the acquisition,
other than those associated with the issue of debt or equity
securities, that the Group incurs in connection with a business
combination are expensed as incurred.
The consideration transferred in
the acquisition is measured at fair value, as are the identifiable
net assets acquired. Any goodwill that arises is tested annually
for impairment, however, any resulting impairment will not be tax
deductible. The consideration transferred does not include amounts
related to the settlement of pre-existing relationships. Such
amounts are generally recognised in the Consolidated Income
Statement.
Any contingent consideration is
measured at fair value at the date of acquisition. If an obligation
to pay contingent consideration that meets the definition of a
financial instrument is classified as equity, then it is not
remeasured, and the settlement is accounted for within equity.
Otherwise, subsequent changes in the fair value of the contingent
consideration are recognised in the Consolidated Income
Statement.
Current Period Acquisitions - Acquisition of Non-Controlling
Interests
JD Sports Fashion Germany GmbH
On 25 April 2023, JD Sports
Fashion Plc ('JD') acquired the remaining 20% of the issued share
capital in its existing subsidiary JD Sports Fashion Germany GmBH
('JD Germany') for a cash consideration of €7.2m (£6.1m). The Group
now owns 100% of the issued share capital of JD Germany. In
accordance with IFRS 10, the Group had previously assessed and
concluded that it controlled the subsidiary. As the step-up
acquisition on 25 April 2023 does not result in a change of
control, this has been accounted for as an equity
transaction.
JD Sports Fashion SDN BDH
On 30 August 2023, JD acquired the
remaining 20% of the issued share capital in its existing
subsidiary JD Sports Fashion SDN BDH ('JD Malaysia') for a cash
consideration of 195.5m MYR (£35.5m). The Group now owns 100% of
the issued share capital of JD Malaysia. In accordance with IFRS
10, the Group had previously assessed and concluded that it
controlled the subsidiary. As the acquisition on 30 August 2023
does not result in a change of control, this has been accounted for
as an equity transaction.
Iberian Sports Retail Group S.L.
On 10 October 2023, JD acquired
the remaining 49.99% of the issued share capital in its existing
subsidiary Iberian Sports Retail Group S.L. ('ISRG') for a cash
consideration of €500.1m (£434.6m). At the date of the step-up
acquisition the Group held a put and call option liability
recognised in the period on the remaining 49.99% which carried a
value of £428.8m. The Group now owns 100% of the issued share
capital of ISRG. In accordance with IFRS 10, the Group had
previously assessed and concluded that it controlled the
subsidiary. As the acquisition on 10 October 2023 does not result
in a change of control, this has been accounted for as an equity
transaction.
Marketing Investment Group S.A.
On 21 December 2023, JD acquired
the remaining 40% of the issued share capital in its existing
subsidiary Marketing Investment Group S. A. ('MIG') for a cash
consideration of 343.2m PLN (£68.7m). At the date of the step-up
acquisition the Group held a put and call option liability on the
remaining 40% which carried a value of £66.7m. The Group now owns
100% of the issued share capital of MIG. In accordance with IFRS
10, the Group had previously assessed and concluded that it
controlled the subsidiary. As the step-up acquisition on 21
December 2023 does not result in a change of control, this has been
accounted for as an equity transaction.
Other Acquisitions of Non-Controlling
Interest
During the period ended 3 February
2024, the group made four other acquisitions of non-controlling
interests which were not material for a cash consideration of
£6.9m.
The table below presents the
amounts recognised within retained earnings and non-controlling
interest within the statement of changes in equity during the
year.
Retained
earnings
£m
|
Non-controlling
interest
£m
|
Total
(unaudited)
£m
|
Acquisition of non-controlling interest:
|
|
ISRG
|
308.2
|
126.4
|
434.6
|
JD Germany
|
10.9
|
(4.8)
|
6.1
|
JD Malaysia
|
32.1
|
3.4
|
35.5
|
MIG
|
44.0
|
24.7
|
68.7
|
Other
|
7.2
|
(0.3)
|
6.9
|
|
402.4
|
149.4
|
551.8
|