thejohndavidgroupplc
ANNUAL REPORT & ACCOUNTS 2004
CONTENTS
2
Chairman’s statement
6 Operating and financial review
8
The Board
10 Directors’ report
14 Corporate governance
18 Report on remuneration and related matters
21 Statement of directors’ responsibilities
22 Independent auditors’ report
24 Consolidated profit and loss account
25 Balance sheets
26 Consolidated cash flow statement
26 Reconciliation of net cash flow to movement in net debt
27 Accounting policies
28 Notes to the financial statements
41 Notice of annual general meeting
43 Five year record
44 Financial calendar
44 Advisers
44 Head office
CHAIRMAN’S STATEMENT
The year to 31 January 2004 proved to be very difficult
strategic review are continuing, it is, in the Board’s
for the group. This has led to a number of management
opinion, inappropriate to report in detail on the Fashion
changes including my own return to the group as
Fascias separately at this stage.
Executive Chairman in March 2004. I am delighted to be
back after leaving the position of Finance Director in
2001 and pleased to report that our core business
proposition, selling Sportswear with style and fashion,
is still clearly an effective consumer offer which
The challenges facing the group have been extensively
reported. In difficult market conditions, however, I have
been encouraged by the fact that the core Sports
business, which represents approximately 90% of group
differentiates our business from our competition.
sales, is increasingly robust.
However, as Chairman, as a shareholder, and as a key
member of the team which brought this business to and
beyond flotation in the first place, it does not give me any
pleasure to report disappointing results for the year.
RESULTS
Total sales increased to £458.1 million during the period
in comparison with £370.8 million for the 10 month period
The results for the last year were adversely impacted by
ended January 2003 which incorporated eight months of
continuing First Sport integration problems. The
post acquisition trading from First Sport. Gross margin
integration process is now well advanced and all fascias
for the year rose slightly from 45.5% to 45.6%.
are now managed by a single management team based
at our Bury Head Office.
Operating profit before exceptional items, losses on
disposals and amortisation of goodwill was £10.5 million
Optimism in October 2003 about the second half was not
and after interest charges was £6.0 million (10 month
justified in the final result owing to patchy trading in the
period ended 31 January 2003: £18.0 million and
last quarter in which a strong
£15.1 million after interest charges).
November was followed by a
weak pre Christmas period
After charging exceptional items of £2.0 million and
which affected many
goodwill amortisation of £0.8 million, operating profit
retailers. This was followed
before interest charges and loss on disposal of fixed
by a comparatively strong
assets was £7.7 million (10 month period ended 31
sales performance in late
January 2003: £14.1 million).
December but at lower
margins during the sale
Profit on ordinary activities before taxation was
period which extended into
January. Nevertheless there
are now grounds for
£2.1 million (10 month period to 31 January 2003:
£10.8 million).
optimism as the core Sports business is performing well
Net interest charges increased to £4.5 million compared
in the new year.
with £2.9 million (10 month period) due to the full year’s
charge on the additional debt taken on to fund our recent
The JD Sports fascia continues to be recognised as a
acquisition. Adjusted earnings per ordinary share, before
style leader by our target teenage market and offers a
exceptional items and goodwill, were 6.21p compared
market leading range from our key branded suppliers
with 21.18p in the previous period.
(Nike, Adidas, Puma, Lacoste) which includes exclusive
product as well as an improved range of own label
(McKenzie, Carbrini) product. Our relationship with these
key suppliers, who recognise our pre-eminence as visual
DIVIDEND
The Board proposes to pay a final dividend of 3.64p per
merchandisers of their products to target consumer
groups, is key to our continuing success. This part of our
business will drive the future business performance.
ordinary share (10 month period ended 31 January 2003:
3.64p) bringing the total dividend paid to 6.50p per
ordinary share (10 month period ended 31 January 2003:
6.50p ). The Board is offering a scrip dividend alternative
Whilst performance in our Sports Fascias is encouraging,
to shareholders, full details of which will be included in a
our Fashion Fascias continue to disappoint. We are
circular to be issued with the Annual Report. Irrevocable
actively addressing the key issues in this area including
the continuation of our fascia rationalisation and the
development of stronger brand relationships with fewer
Fashion suppliers. Following recent management
changes we are now applying the same successful
management principles employed in the Sports business
to the Fashion business. Given that rationalisation and a
undertakings to elect to receive the scrip dividend
alternative have been given by holders of 54% of the
ordinary share capital, being holdings of John Wardle and
David Makin, the founding shareholders. The proposed
final dividend will be paid on 2 August 2004 to
shareholders on the register as at 21 May 2004.
2 thejohndavidgroupplc
CHAIRMAN’S STATEMENT
As the group’s performance is heavily weighted to the
key Christmas trading period it is likely that future
dividend payments will be more weighted towards the
final dividend than they have been in the current year.
BOARD CHANGES
There have been a number of Board changes in the past
12 months.
The company’s founders and principal shareholders,
John Wardle and David Makin, stepped down from their
executive roles in January 2004 and are now
non-executive directors. Their considerable market,
product, retail and consumer knowledge is something the
Board will continue to draw on although they are no
longer involved in the day to day management of the
business.
Malcolm Blackhurst resigned as Group Finance Director
and Company Secretary in December 2003 and Brian
Small was appointed to those positions in January 2004.
Roger Best was replaced as
Executive Chairman in
March 2004 by me.
Frank Martin, a
non-executive director, left
the Board in March 2004
and will be replaced as soon
as possible.
PROSPECTS
On my appointment 8 weeks ago, I promised to oversee
a Board review of all the strategic options open to the
group. I have concentrated in my opening weeks on
ensuring we have the right management team, the right
operating controls and the right targets so that the
Board’s expectation of a progressive improvement in
results can be delivered.
The strategic review will take some time to complete and
we will announce its findings and conclusions as soon as
it is practicable.
EMPLOYEES
The past year has been a difficult year for everybody
working in the company. We have been through a period
of great change and this is only possible when you get
fully committed support from all employees. I would like
to thank everyone of them for making their contribution in
the past year and ask each one of them to continue in
their commitment to the future success of the company.
Peter Cowgill
Chairman
11 May 2004
44 thejohndavidgroupplc
OPERATING AND FINANCIAL REVIEW
OPERATING REVIEW
The year ended 31 January 2004 has been a challenging
one for the group and has seen a substantial change in
BALANCE SHEET &
FINANCIAL RESOURCES
Shareholders’ funds at the balance sheet date have
the shape of our store portfolio as we sought to eliminate
decreased by 2.5% to £57.3 million from the previous
the old First Sport trading fascias. In the year, over 100
level of £58.8 million at the end of January 2003 after
First Sport stores were converted into JD stores. We also
dividend payments of £2.1m (net of irrevocable elections
closed 37 loss making stores and acquired 9 new stores.
for the scrip dividend alternative).
At 31 January 2004, we had 306 Sports Stores (2003:
337) and 51 Fashion Stores (2003: 48) trading from a
Total expenditure on fixed assets during the period
total of 1,236,000 square feet (2003: 1,264,000) of which
amounted to £11.5 million of which £9.4 million related to
13% is devoted to Fashion Fascias. Our focus in the
stores. Net borrowings at the end of January 2004 were
current year will be to continue to eliminate loss making
£51.1 million (2003: £55.5 million). A small reduction in
stores either by disposal or conversion. One new store
gearing is presently expected by the end of January 2005
has been opened so far this year and six more are
and £8 million of our core borrowings are planned to be
committed to. All new stores will only be added to the
repaid during the year in accordance with the original
portfolio if they meet prudent selection criteria and very
schedule of repayments. Gearing should fall following
few others are likely to be added this year.
reduced capital expenditure and improving retained
earnings in the year to 31 January 2005. EBITDA interest
The basic product proposition across the Sports Fascias
cover fell to a manageable 4.5 times in the year ended
remains Sportswear with fashion and style and is now
31 January 2004 and will rise again in the current year.
uniform across those fascias. Our objective is to provide
main brand fashionable
Stocks at the year end were £65.7 million, lower than last
product, introducing new
year’s level of £69.2 million.
ranges quickly and
efficiently, including a great
The Directors are also aware of the requirement to
number of lines exclusively
implement International Financial Reporting Standards
available at JD. We
under which the group will be reporting in the year
supplement the branded
ending 31 January 2006. The group continues to plan for
ranges with innovative and
conversion and is on track to meet the requirements.
exclusive ranges of both
McKenzie and Carbrini own
brand merchandise.
CURRENT TRADING
It is pleasing to be able to report that trading since the
The Fashion business continues to concentrate on
year end has been in line with management expectations
fashionable branded leisurewear but is currently seeking
although the Fashion Fascias will take some time to
to focus on fewer brands than in the recent past so that
recover from some of the buying decisions in the past
we can more effectively leverage our buying
year. During the 13 weeks to 1 May 2004, group like for
relationships. This is the approach which has been
like sales have been up 0.9% against the prior period
successfully developed in the Sports business.
whilst our core Sports business has been up 2.5%.
During the same period, gross margin has been in line
Our group product mix for the year as a whole was
with management expectations.
broadly 50% Footwear (2003: 50%), 46% Apparel (2003:
46%), and 4% Accessories (2003: 4%). Replica kit
continues to be a minimal part of our turnover.
TREASURY POLICY
The group’s treasury policy is to arrange funding whilst
The main marketing thrust of the current year has been
limiting exposure to financial risk and minimising funding
to rationalise our fascias with JD being the principal
costs. It seeks to reduce uncertainty over future
Sports fascia and ATH- (formerly Ath-Leisure) being our
cashflows arising from the movement in interest rates by
principal Fashion fascia.
adopting a mixture of fixed rate and variable rate
borrowings.
The group also moved into its new head office facilities in
Bury at the start of the year and the key management is
based there. We retain bulk warehousing facilities in
Peterlee as well as Bury. Service to the business from
these facilities continues to improve and was very
effective in the key Christmas and New Year trading
period.
64 thejohndavidgroupplc
THE BOARD
PETER COWGILL
Executive Chairman aged 52
Peter was appointed Executive Chairman in March 2004.
He was previously Finance Director of the group until his
resignation in June 2001. Since then he has been a
partner in Cowgill Holloway Chartered Accountants, and
he is also a Non-Executive Director of a number of
private companies based in the North West.
BARRY BOWN
Chief Executive aged 42
Barry joined the Board in 2000 and has been with The
John David Group Plc since 1984. He held the positions
of Head of Retail, Head of Buying and Merchandising
and Chief Operating Officer prior to his appointment as
Chief Executive in 2000.
BRIAN SMALL
Finance Director aged 47
Brian was appointed Finance Director and Company
Secretary in January 2004. Immediately prior to his
appointment, he was Operations Finance Director at
Intercare Group Plc and has also been Finance Director
of a number of other companies. He qualified as a
Chartered Accountant with Price Waterhouse in 1981.
JOHN WARDLE
Non-Executive Director aged 59
John was a co-founder of JD Sports and he was the
Chairman of the group throughout its various stages of
growth from 1980 until 2003. In January 2004, John
became a Non-Executive Director.
DAVID MAKIN
Non-Executive Director aged 40
David was a co-founder of JD Sports in 1980 and for
most of the group's existence was responsible for the
group’s overall strategic development as well as the
buying strategy. In January 2004, David became a
Non-Executive Director.
COLIN ARCHER
Non-Executive Director, Audit Committee and
Remuneration Committee member aged 62
Colin was appointed a Non-Executive Director in
November 2001. He has over 40 years experience in the
banking and financial arenas, having previously been
Assistant Corporate Director with Barclays Bank Plc. He
is also a member of the Chartered Institute of Bankers.
CHRIS BIRD
Non-Executive Director, Audit Committee and
Remuneration Committee member aged 41
Chris was appointed to the Board in May 2003. He is a
marketing specialist with his own public relations and
marketing agency. Chris has 20 years media experience
in newspapers, commercial radio and sport.
84 thejohndavidgroupplc
DIRECTORS’ REPORT
The directors present their annual report and the audited financial statements for the year ended 31 January 2004.
Principal activities and business review
The principal activity of the group continues to be the retail of sports and leisure wear.
A review of operations for the year and likely future developments are set out in the Chairman’s statement on page 2
and the operating and financial review on page 6.
Results
Turnover for the year ended 31 January 2004 was £458.1 million and profit before taxation £2.1 million compared with
£370.8 million and £10.8 million respectively in the previous 10 month financial period. The consolidated profit and loss
account is set out on page 24.
Proposed dividend
The directors recommend a final ordinary dividend of 3.64p per ordinary share (2003: 3.64p), which together with the
interim dividend of 2.86p per ordinary share (2003: 2.86p) makes a total for the year of 6.50p (ten month period 2003:
6.50p).
The Board is offering a scrip dividend alternative to shareholders, full details of which are included in a circular issued
with this Annual Report. This will reduce the impact on borrowings of the final dividend. Irrevocable undertakings to
take the scrip dividend alternative have been given by holders of 54% of the ordinary share capital in relation to the
beneficial interest holdings of John Wardle and David Makin.
If approved at the next annual general meeting, the dividend will be paid on 2 August 2004 to shareholders on the
register at the close of business on 21 May 2004.
Directors
The names of the current directors of the company and their biographical details are given on page 8. Mr B Bown and
Mr C Archer retire by rotation at the next annual general meeting and are eligible for re-election.
On 12 June 2003, Mr F Martin was appointed to the Board as a Non Executive Director, Chairman of the Audit
Committee and the Remuneration Committee and was the recognised Senior Independent Non Executive Director.
Following his resignation on 25 March 2004, Mr C Archer became Chairman of both Committees.
On 31 December 2003, Mr M Blackhurst resigned from the company and on 1 January 2004, Mr B Small was
appointed as Group Finance Director.
On 16 March 2004, Mr R Best resigned from the company and Mr P Cowgill was appointed as Executive Chairman.
Directors’ interests
The interests of the directors who held office at 31 January 2004 and their immediate families in the company’s shares
are shown below:
31 January 2004
Ordinary shares of 5p each
Beneficial Non-Beneficial
Options
31 January 2003
Ordinary shares of 5p each
Non-Beneficial
Beneficial
J Wardle
D Makin
B Bown
R Best
C Archer
B Small
12,213,770
9,910,610
5,625
50,000
8,771
-
(i) 2,063,070
(ii) 3,138,160
-
-
-
-
-
-
230,000
518,518
-
100,000
12,213,770
9,910,610
5,625
-
8,771
-
(i) 2,063,070
(ii) 3,973,160
-
-
-
-
Options
-
-
160,000
-
-
-
22,188,776
5,201,230
848,518
22,138,776
6,036,230
160,000
(i) Includes 1,228,070 shares (2003: 1,228,070) duplicated within the beneficial interests of Mr D Makin.
(ii) Includes nil shares (2003: 835,000) duplicated within the non-beneficial interests of Mr J Wardle.
There have been no changes to the interests of the directors disclosed above after the year end.
Share option schemes
The company operates an Inland Revenue Approved Employee Share Option Scheme and an Unapproved Employee
Share Option Scheme. During the year the company granted options in respect of 342,348 ordinary shares under the
Inland Revenue Approved Employee Share Option Scheme and 1,154,170 ordinary shares under the Unapproved
Employee Share Option Scheme. Further information on share options is given in note 17 to the financial statements
on page 37.
10 thejohndavidgroupplc
DIRECTORS’ REPORT
continued
Substantial interests in share capital
As at 17 May 2004, the directors are aware of the following substantial interests (those greater than 3%) in the ordinary
share capital of the company, in addition to the directors’ interests:
Schroder Investment Management Limited
Aberforth Partners
Fidelity International Limited
Number of
ordinary shares
9,341,277
2,540,964
2,472,301
%
19.98
5.44
5.29
Employees
The group is committed to promote equal opportunities in employment regardless of employees’ or potential
employees’ sex, marital status, creed, colour, race, ethnic origin or disability. This commitment applies in respect of all
terms and conditions of employment.
Recruitment, promotion and the availability of training are based on the suitability of any applicant and full and fair
consideration is always given to disabled persons in such circumstances.
Should an employee become disabled during his or her employment by the company, every effort is made to continue
employment and training within their existing capacity wherever practicable, or failing that, in some alternative suitable
capacity.
The group has continued throughout the year to provide employees with relevant information and to seek their views on
matters of common concern. Priority is given to ensuring that employees are aware of all significant matters
affecting the group’s performance and of any significant organisational changes.
Donations
During the year the group made charitable donations of £nil (2003:£nil).
No political donations were made in the year (2003:£nil).
Creditor payment policy
For all trade creditors, it is the group’s policy to:
l Agree the terms of payment at the start of business with the supplier;
l Ensure that suppliers are aware of the terms of payment;
l Pay in accordance with its contractual and other legal obligations.
The average number of days taken to pay trade creditors by the group and the company at the period end was 40
(2003: 39).
The group does not follow any code or statement on payment practice.
Auditors
In accordance with Section 384 of the Companies Act 1985, a resolution is to be proposed at the annual general
meeting for the reappointment of KPMG Audit Plc as auditors of the company.
Annual General Meeting
Notice of the Annual General Meeting to be held at 1.00pm on 15 July 2004 at Hollinsbrook Way, Pilsworth, Bury,
Lancashire BL9 8RR incorporating explanatory notes of the resolutions to be proposed at the meeting is given on page
41. A Form of Proxy is enclosed with this Annual Report and Financial Statements.
By order of the Board
B Small
Secretary
12 thejohndavidgroupplc
Hollinsbrook Way
Pilsworth
Bury
Lancashire
BL9 8RR
17 May 2004
CORPORATE GOVERNANCE
The company recognises the importance of corporate governance and supports the principles of corporate governance
recommended by the Combined Code (“the Code”).
The company has complied throughout the year with the provisions of the Code except that the Remuneration Committee
and the Audit Committee memberships were not exclusively made up of independent non-executive directors (Code
provisions B2.1, B2.2, B2.3 and D3.1). Also from 1 May 2003 to 12 June 2003, non-executive directors did not represent
at least one third of the Board (Code provision A3.1).
The directors are also aware of the New Combined Code and are taking a series of steps to achieve full compliance over
the coming year.
Directors
The Board of directors carries the ultimate responsibility for the conduct of the business and consists of four non-executive
directors, two of whom are independent under the Code and three executive directors. Brief profiles of each director are
set out on page 8.
The Board accepts that Mr J Wardle and Mr D Makin are not independent as they have recently held executive positions
in the company as well as being substantial shareholders. The Board has given due consideration to the following
information before concluding that Mr C Archer and Mr C Bird are independent:
Mr C Bird owns and runs a public relations consultancy (The Bird Consultancy) which organised a Group Management
Conference for the company in 2004. The charges for this conference amounted to £139,000 and were largely recharges
of venue and presentation costs. Mr Bird was also a director of Manchester City Plc (‘MCFC’) between June 2000 and
March 2003. Mr J Wardle has been a director of MCFC since 1998 and is now Chairman. The company sponsors
Manchester City Junior Supporters’ Club at a cost of £50,000 for the 2003/04 season. The transactions referred to are not
significant in the context of the company and in the Board’s view none of these matters have impacted or influenced Mr
Bird’s role and independence as a director. Indeed his extensive experience in the sports industry and in public relations
enhance his contribution as a non-executive director.
Mr C Archer was the relationship manager for the company’s bankers, Barclays Plc, between 1984 and his retirement in
1997. He was not involved with the company at all between July 1997 and his appointment in November 2001. In the
Board’s view this longstanding knowledge of the business enhances the contribution Mr Archer is able to make as a
non-executive director and following his retirement from Barclays he is independent.
It is the Board’s view that all directors are able to bring independent judgement to bear on Board matters and individual
directors possess a wide variety of skills and experience.
Mr F Martin was the recognised senior independent non-executive director until his resignation in March 2004 when Mr C
Archer became the recognised senior independent non-executive director.
The composition of the Board is kept under review and changes are made when appropriate and in the best interests of
the company.
Board appointments are discussed and implemented by the Board and none of the directors has served for more than
three years without having been re-elected by the shareholders.
The Board meets monthly and has a formal schedule of matters reserved for its attention. At these meetings the Board
reviews actual results with appropriate trend analysis. Regular and ad hoc reports to the Board ensure it is supplied, on a
timely basis, with the information it needs.
All the directors have access to the company secretary and a procedure exists for directors, in the furtherance of their
duties, to take independent professional advice if necessary, at the company’s expense.
The two principal Board Committees are:-
Remuneration Committee
The Remuneration Committee currently comprises 2 non-executive directors, C Archer (Chairman) and C Bird.
The Board will keep the composition of the Remuneration Committee under review.
The Board sets the terms of reference for the Remuneration Committee. The Committee’s principal duties are to
assist the Board in determining the company’s policy on executive directors’ remuneration and to determine specific
individual remuneration packages for senior executives, including the executive directors, on behalf of the Board.
14 thejohndavidgroupplc
CORPORATE GOVERNANCE
continued
Audit Committee
The Audit Committee currently comprises 2 non-executive directors, C Archer (Chairman) and C Bird.
The Audit Committee meets at least twice each year and the auditors are invited to attend each meeting. The Board
sets the terms of reference for the Audit Committee. Its principal duties are to review published financial statements
monitor financial accounting procedures and policies and to review the appointment and fees of the auditors.
The Audit Committee has reviewed the directors’ statement on internal controls prior to endorsement by the Board,
and it reviews reports to management from the group’s auditors to ensure that appropriate action is taken to address
any significant weaknesses identified.
Nomination Committee
The Board has not previously established a Nomination Committee and senior appointments have been dealt with
directly by the Board. As part of the process of complying with the New Code, the Board is in the process of setting up
a Nomination Committee.
Directors’ remuneration
The report on remuneration and related matters is set out on page 18.
Shareholder relations
The Chairman, Chief Executive and Finance Director have meetings with institutional shareholders and analysts. The
company’s annual general meeting is used as an opportunity to communicate with private investors and the level of
proxies lodged on each resolution is announced to the meeting after the show of hands for that resolution.
Accountability and audit
The Listing Rules require all listed companies to follow the guidance “Internal Control: Guidance for Directors on the
Combined Code”. The procedures for complying with this guidance have been in place throughout the period under review
and up to the date of approval of the annual report and accounts. This process is regularly reviewed by the Board.
The directors are responsible for the group’s system of internal controls and monitoring their effectiveness.
However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives,
and can only provide reasonable and not absolute assurance against material misstatement. The directors have
established an organisation structure with clear operating procedures, lines of responsibility, delegated authority to
executive management and comprehensive financial reporting. In particular there are clear procedures for the following:-
l
Identification of, and monitoring of the business risks facing the company, with major risks identified and reported to
the Audit Committee and the Board;
l Capital investment, with detailed appraisal and authorisation procedures;
l Prompt preparation of comprehensive monthly management accounts providing relevant, reliable and up-to-date
information. These allow for comparison with budget and previous year’s results. Significant variances from approved
budgets are investigated as appropriate;
l Preparation of comprehensive annual profit and cash flow budgets allowing management to monitor business
activities and major risks and the progress towards financial objectives in the short and medium term;
l Monitoring of store procedures and the reporting and resolution of suspected fraudulent activities.
An Executive Board is in place, which comprises the Board executive directors and two members of senior management.
The Executive Board’s members are responsible for a wide range of disciplines and it provides a strong link between the
Board and management. It meets regularly and is responsible for implementing policies adopted by the Board.
The Board has reviewed the effectiveness of internal controls by reviewing reports covering the testing of internal controls.
In establishing the system of internal control the directors have regard to the materiality of relevant risks, the likelihood of
a loss being incurred and costs of control. It follows, therefore, that the system of internal control can only provide a
reasonable, and not absolute, assurance against the risk of material misstatement or loss.
Internal Audit
The scope of Internal Audit work is determined by the Board in conjunction with the Audit Committee and the Loss Control
Director who is a member of the Executive Board. The primary focus has continued to be on security and minimisation of
unauthorised losses in the business using a team of appropriately qualified employees.
Going concern
After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in
operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
16 thejohndavidgroupplc
REPORT ON REMUNERATION AND RELATED MATTERS
This report complies with the Directors’ Remuneration Report Regulations 2002 (the “Regulations”) and has been
approved by the directors and will be put to shareholders for approval at the annual general meeting on 15 July 2004.
Remuneration Committee
The Remuneration Committee comprises all Non Executive Directors. The Chairman was Mr R Best until Mr F Martin
was appointed to the Board in June 2003. Following Mr F Martin’s resignation in March 2004, Mr C Archer was
appointed Chairman.
The Remuneration Committee assists the Board in determining the company’s policy on executive directors’
remuneration and determines the specific remuneration packages for senior executives, including the executive
directors, on behalf of the Board. The Remuneration Committee has access to independent advice where it considers
it appropriate; however, it did not take any independent advice during the year.
The remuneration of the non-executive directors is determined by the Board.
Policy
The main policy of the Committee is to set executives’, including executive directors’, remuneration at a level that takes
account of the size, nature and performance of the group and the individual responsibilities and performance of the
executives. The aim is to attract, motivate and retain executives of the necessary calibre.
This report sets out the group’s policy on executive remuneration for 2004 and, so far as practicable, for subsequent
years (as required by the Regulations). Whilst the Committee is able to state the remuneration policy for 2004 with
reasonable certainty, it is less certain that this policy will continue without amendment in subsequent years. This is
because the Committee considers that a successful remuneration policy needs to be sufficiently flexible to take into
account future changes in the group’s business environment and general remuneration practice.
Components of remuneration
The main components of the remuneration package for the forthcoming year of the executive directors are:
Basic salary and annual bonus
Salaries and performance related bonuses and their relative ratios to total remuneration are reviewed annually and the
Committee compares current levels with those of similar companies.
Each executive director is entitled to be paid a bonus which is calculated (in bands) by reference to the percentage by
which the earnings per ordinary share for a financial year exceeds the earnings per ordinary share for the preceding
financial period. The maximum bonus payable to each director is 80% of salary, and is not pensionable.
The company does not currently have a long-term incentive scheme.
Share options
Share options are granted on a selective basis to key positions in the company, including executive directors. Options
are granted at the discretion of the Committee which is based on the individuals’ key skills and potential importance to
the future of the company. Details of directors’ options are set out on page 21. These options carry a performance
target in relation to growth in earnings per ordinary share over a consecutive three year period and cannot be
exercised until at least the third anniversary of grant. The performance targets have been determined in order to
align management and shareholder interests.
Other benefits
These include entitlement to pension contributions, fully expensed car, private health care for the executive director and
immediate family and life assurance to provide cover equal to four times the executive directors’ salary. Car benefits
have been calculated in accordance with Inland Revenue scale charges.
Service contracts
Details of the contracts currently in place for executive directors are as follows:
Date of contract
Notice period (months)
Mr B Bown
Mr B Small
Mr P Cowgill
10 December 2001
10 March 2004
16 March 2004
12
12
12
Unexpired Term
Rolling 12 months
Rolling 12 months
Rolling 12 months
Each service contract includes provision for compensation commitments in the event of early termination. For Mr P
Cowgill and Mr B Small these commitments do not exceed one year’s salary and benefits. For Mr B Bown the
agreement provides for compensation to be paid to him upon termination of appointment of a sum equivalent to 12
18 thejohndavidgroupplc
REPORT ON REMUNERATION AND RELATED MATTERS
continued
REPORT ON REMUNERATION AND RELATED MATTERS
continued
months’ salary plus £170,000 (net of PAYE and NIC) plus an amount equal to the value over 12 months of the
benefits to which he was entitled at the date of termination.
Each service contract expires upon the director reaching the age of 65 (subject to re-election by shareholders).
The directors consider these levels of compensation appropriate in light of the levels of basic salary provided and
market conditions prevailing.
The non-executive directors have entered into letters of appointment with the company for a fixed period of 12 months
which are renewable by the Board and the non-executive director, and are terminable by the non-executive director or
company on not less than three months’ notice.
Details of share options held by the directors at 31 January 2003 and at 31 January 2004 were as follows:
Number of
share options at
31 January 2003 31 January 2004
Number of
share options at Option exercise
price per share
R Best (i)
B Bown
B Bown
B Bown
B Bown (i)
B Small (i)
-
20,000
120,000
20,000
-
-
518,518
20,000
120,000
20,000
70,000
100,000
162.0p
306.5p
331.0p
262.0p
162.0p
168.0p
Usual date
from which
exercisable
12.06.2006
23.10.1999
07.06.2004
29.07.2005
12.06.2006
20.01.2007
Usual
expiry date
12.06.2013
23.10.2006
07.06.2011
29.07.2012
12.06.2013
20.01.2014
In the event of gross misconduct, the company may terminate the service contract of an executive director immediately
and with no liability to make further payments other than in respect of amounts accrued at the date of termination.
(i) These options were granted during the year.
Directors retiring by rotation at the next annual general meeting are shown in the directors’ report on page 10.
Total shareholder return
The graph shown opposite compares the performance
of the company’s 5p Ordinary Shares on a Total
Shareholder Return (TSR) basis for the past five years
against the FTSE All Share Index.
This index has been selected as The John David
Group Plc is a constituent of the FTSE All Share
Index.
TSR is shown as the value of £100 invested in the 5p
Ordinary Shares and in the FTSE All Share Index over
the last five years. TSR is calculated for each year
relative to the base date of 1 February 1999 and
taking the percentage change of the market price over
the relevant period, re-investing any dividends at the ex-dividend rate.
The remainder of this report on remuneration and related matters is subject to audit.
Individual directors emoluments
Directors’ salaries and benefits are set out below. This excludes amounts in respect of any gains on the exercise of
share options which are detailed on page 21.
Salary
and fees
£000
Benefits Compensation
for loss
of office
£000
excluding
pensions
£000
186
192
10
115
20
58
84
22
17
704
1
1
1
-
-
1
1
-
-
5
-
-
-
241
-
-
-
-
-
241
2004
Total
£000
187
193
11
356
20
59
85
22
17
950
2003
Total
£000
2004
Pension
contributions
£000
2003
Pension
contributions
£000
22
182
-
140
-
76
76
17
-
513
20
17
1
8
-
-
-
-
-
46
-
11
-
7
-
-
-
-
-
18
R Best
B Bown
B Small
M Blackhurst
F Martin
J Wardle
D Makin
C Archer
C Bird
The pension contributions represent amounts payable to a defined contribution pension plan.
No options held by directors were exercised during the year or the previous period. The market value of the company’s
shares at 31 January 2004 was 175.0p. The highest and lowest prices during the year were 196.5p and 123.0p
respectively.
By order of the Board
B Small
Secretary
17 May 2004
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Company law requires the directors to prepare financial statements for each financial period which give a true and fair
view of the state of affairs of the group and company and of the profit or loss for that period. In preparing those
financial statements, the directors are required to:
l Select suitable accounting policies and then apply them consistently;
l Make judgements and estimates that are reasonable and prudent;
l State whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
l Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group
and the company will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any
time the financial position of the company and to enable them to ensure that the financial statements comply with the
Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the group and to prevent and detect fraud and other irregularities.
20 thejohndavidgroupplc
thejohndavidgroupplc 21
Valueof£100investedinFebruary1999Asat 1 February199920002001200220032004300350400250200150100500The John DavidGroupPlcFTSE AllShareIndexCumulative TSR Performance INDEPENDENT AUDITORS’ REPORT
Independent auditors’ report to the members of The John David Group Plc
We have audited the financial statements on pages 24 to 40. We have also audited the information in the directors’
remuneration report that is described as having been audited.
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act
1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the Annual Report and the directors’ remuneration report. As described on
page 21 this includes responsibility for preparing the financial statements in accordance with applicable United
Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United
Kingdom by statute, the Auditing Practices Board, the Listing Rules of the Financial Services Authority, and by our
profession’s ethical guidance.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial
statements and the part of the directors’ remuneration report to be audited have been properly prepared in accordance
with the Companies Act 1985. We also report to you if, in our opinion, the directors’ report is not consistent with the
financial statements, if the company has not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and
transactions with the group is not disclosed.
We review whether the statement on page 16 reflects the company’s compliance with the seven provisions of the
Combined Code specified for our review by the Listing Rules, and we report if it does not. We are not required to
consider whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the
effectiveness of the group’s corporate governance procedures or its risk and control procedures.
We read the other information contained in the annual report, including the corporate governance statement and the
unaudited part of the directors’ remuneration report, and consider whether it is consistent with the audited financial
statements. We consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements
and the part of the directors’ remuneration report to be audited. It also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and
the part of the directors’ remuneration report to be audited are free from material misstatement, whether caused by
fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements and the part of the directors’ remuneration report to be audited.
Opinion
In our opinion:
l
the financial statements give a true and fair view of the state of affairs of the company and the group as at 31
January 2004 and of the profit of the group for the year then ended; and
the financial statements and the part of the directors’ remuneration report to be audited have been properly
prepared in accordance with the Companies Act 1985.
l
KPMG Audit Plc
Chartered Accountants
Registered Auditor
Preston
11 May 2004
22 thejohndavidgroupplc
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31 January 2004
BALANCE SHEETS
as at 31January 2004
Turnover
Cost of sales
Gross profit
Distribution costs - normal
Distribution costs - exceptional
Administrative expenses - normal
Administrative expenses - exceptional
Other operating income
Operating profit
Before exceptional items
and goodwill amortisation
Exceptional items
Goodwill amortisation
Operating profit
Loss on disposal of fixed assets
Profit on ordinary activities before interest
Interest receivable and similar income
Interest payable and similar charges
Profit on ordinary activities before taxation
Taxation on profit on ordinary activities
Profit for the financial period
Dividends paid and proposed
Note
1
1
1
4
5
6
7
12 months to
10 months to
31 January 2004 31 January 2003
continuing
operations
£000
continuing
operations
£000
458,073
(249,379)
208,694
(186,117)
(1,366)
(13,503)
(612)
638
370,804
(202,229)
168,575
(141,145)
(2,933)
(10,167)
(581)
333
Fixed assets
Intangible fixed assets
Tangible fixed assets
Current assets
Stocks
Debtors
Cash at bank and in hand
7,734
14,082
Creditors: amounts falling due within one year
10,498
(1,978)
(786)
7,734
(1,095)
6,639
100
(4,634)
2,105
(1,457)
648
(3,038)
18,017
(3,514)
(421)
14,082
(433)
13,649
212
(3,080)
10,781
(4,024)
6,757
(3,038)
Net current assets
Total assets less current liabilities
Creditors:
amounts falling due after more than one year
Provisions for liabilities and charges
Net assets
Capital and reserves
Called up share capital
Share premium account
Profit and loss account
Equity shareholders’ funds
Group Company
31 January
2004
£000
31 January
2003
£000
31 January
2004
£000
31 January
2003
£000
Note
9
10
11
12
24
13
14
16
17
18
18
19
14,976
68,183
65,727
14,452
4,934
11,643
74,292
69,171
13,632
3,527
14,976
68,183
65,727
22,123
4,933
-
50,256
69,171
63,970
3,012
85,113
(55,667)
86,330
(53,157)
92,783
(62,490)
136,153
(65,543)
29,446
33,173
30,293
70,610
112,605
119,108
113,452
120,866
(51,555)
(3,756)
(56,294)
(4,050)
(51,531)
(4,033)
(54,748)
(3,682)
57,294
58,764
57,888
62,436
2,338
8,917
46,039
2,338
8,917
47,509
2,338
8,917
46,633
2,338
8,917
51,181
57,294
58,764
57,888
62,436
These financial statements were approved by the Board of directors on 11 May 2004 and were signed on its behalf by:
Retained (loss)/profit for the financial period
18
(2,390)
3,719
Earnings per ordinary share
- basic
- adjusted basic to exclude exceptional items and goodwill amortisation
- diluted
8
1.39p
6.21p
1.39p
14.46p
21.18p
14.45p
B Bown
B Small
Directors
The group and company has no recognised gains or losses during the current year or previous period other than the
results reported above. The results above also represent the historical cost profit.
24 thejohndavidgroupplc
thejohndavidgroupplc 25
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 January 2004
ACCOUNTING POLICIES
Net cash inflow from operating activities
Returns on investments and servicing of finance
Taxation
Capital expenditure
Acquisitions
Equity dividends paid
Net cash inflow/(outflow) before financing
Financing
Increase in cash in the period
Note
22
23
23
23
23
12 months to
31 January
2004
£000
10 months to
31 January
2003
£000
23,600
(4,302)
(1,287)
(9,229)
-
(4,375)
4,407
(3,000)
1,407
28,194
(2,734)
(5,957)
(18,005)
(52,201)
(2,431)
(53,134)
55,675
2,541
RECONCILIATION OF NET CASH FLOW TO
MOVEMENT IN NET DEBT
for the year ended 31 January 2004
12 months to
31 January
2004
£000
10 months to
31 January
2003
£000
Note
Increase in cash in the period
Cash outflow/(inflow) from movement in debt and lease financing
24
Movement in net debt in the period
Net debt at start of period
Net debt at end of period
24
1,407
3,000
4,407
(55,473)
(51,066)
2,541
(55,665)
(53,124)
(2,349)
(55,473)
26 thejohndavidgroupplc
The following accounting policies have been applied consistently in dealing with items which are considered material in relation
to the group’s financial statements.
Basis of preparation
The financial statements have been prepared in accordance with applicable accounting standards and under the historical cost
accounting rules.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of The John David Group Plc and its subsidiary
undertakings. Subsidiary undertakings acquired during the period are accounted for under the acquisition method of
accounting. Under this method, the results of subsidiary undertakings are included in the consolidated profit and loss account
from the date of acquisition or up to the date of disposal.
Goodwill arising on acquisitions is capitalised in the consolidated balance sheet and amortised through the consolidated profit
and loss account over its estimated useful economic life, being 20 years. Goodwill is based on the costs of acquisition less the
fair value of assets acquired.
Company financial statements
In the company’s financial statements, investments in subsidiary and associated undertakings are stated at cost less provisions
for diminution in value. Dividends received and receivable are credited to the company’s profit and loss account to the extent
that they represent a realised profit for the company. As permitted by Section 230(4) of the Companies Act 1985, the company
has not presented its own profit and loss account.
Following the transfer of trade and assets, from First Sport Ltd to the company, goodwill arising in the company financial
statements is capitalised and amortised through the company’s profit and loss account. This is amortised over 20 years being
the useful economic life.
Fixed assets and depreciation
Depreciation is provided by the group to write off the cost less the estimated residual value of tangible fixed assets on a
straight line basis or reducing balance basis over their estimated useful economic lives as follows:
Freehold land and buildings
Long leasehold land and buildings
Short leasehold land and buildings
Computer equipment
Fixtures and fittings
Motor vehicles
2% per annum on a straight line basis
life of lease on a straight line basis
life of lease on a straight line basis
3-6 years on a straight line basis
10 years, or length of lease if shorter, on a straight line basis
25% per annum reducing balance
Property incentives
Benefits received as an incentive to sign a lease, whatever form they may take, are credited to the profit and loss account on a
straight line basis over the lease term or, if shorter than the full lease term, over the period to the review date on which the rent
is first expected to be adjusted to the prevailing market rate.
Leases
Where the group enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the
lease is treated as a ‘finance lease’. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated
over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance
charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to the
profit and loss account, and the capital element which reduces the outstanding obligation for future instalments.
All other leases are accounted for as ‘operating leases’ and the rental charges are charged to the profit and loss account on a
straight line basis over the life of the lease.
Pensions and other post-retirement benefits
The group operates two defined contribution pension schemes, the assets of which are held separately from those of the group
in independently administered funds. The amount charged against profits represents the contributions payable to the schemes
in respect of the accounting period.
Stocks
Stocks are stated at the lower of cost and net realisable value. Provision is made for obsolete, slow moving and damaged
items where appropriate.
Turnover
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers
during the period and relates to the principal business activity.
Deferred taxation
Deferred tax liabilities are recognised without discounting in respect of all material timing differences that have originated but
not reversed at the balance sheet date, except as otherwise required by FRS19.
thejohndavidgroupplc 27
NOTES TO THE FINANCIAL STATEMENTS
1
Profit on ordinary activities before taxation
Profit on ordinary activities before taxation is stated
after charging
Auditors’ remuneration:
Audit Services - Statutory audit
- Other non-audit services
Tax services
Depreciation and other amounts written off tangible fixed assets:
Owned
Goodwill amortisation
Rentals payable under operating leases for:
Land and buildings
Other - plant and machinery
Exceptional items:
Redundancy costs
Store closure costs
Lease and contract exit payments
Warehousing,distribution and other reorganisation costs
OFT investigation into replica kits
12 months to 10 months to
31 January
2003
£000
31 January
2004
£000
70
15
20
10,060
786
57,894
402
978
479
314
130
77
63
11
17
7,907
421
44,515
195
1,861
-
778
475
400
after crediting
Rents receivable and other income from property
638
333
Included in auditors’ remuneration above is £50,500 (2003: £42,500) relating to the audit of the parent company.
Fees paid to the auditors in 2004, relating to the acquisition of the four companies making up the First Sport
division of Blacks Leisure Group Plc, of £12,000 (2003: £399,000) have been included in goodwill.
2
Remuneration of directors
Directors’ emoluments:
As non-executive directors
As executive directors
Pension contributions
Compensation for loss of office
12 months to 10 months to
31 January
2003
£000
31 January
2004
£000
68
641
46
241
996
39
474
18
-
531
Information on directors’ share options and further information on directors’ emoluments is shown in the Report on
Remuneration and Related Matters on page 18.
3
Staff numbers and costs
The average number of persons employed by the group (including directors) during the period, analysed by
category, was as follows:
NOTES TO THE FINANCIAL STATEMENTS
continued
Staff numbers and costs (continued)
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Other pension costs (see note 21)
4
Interest receivable
Bank interest
Other interest
5
Interest payable and similar charges
12 months to 10 months to
31 January
2003
£000
31 January
2004
£000
68,054
4,012
303
50,807
3,193
351
72,369
54,351
12 months to 10 months to
31 January
2003
£000
31 January
2004
£000
96
4
100
178
34
212
12 months to 10 months to
31 January
2003
£000
31 January
2004
£000
On bank loans and overdrafts
Finance charges payable in respect of finance leases and similar hire purchase contracts
Other interest charges
4,565
-
69
2,995
42
43
4,634
3,080
6
Taxation
UK corporation tax at 30% (2003: 30%)
Adjustment relating to an earlier period
Total current tax charge
Deferred taxation
Adjustment relating to an earlier period
Total deferred tax charge (see note 16)
12 months to 12 months to 10 months to 10 months to
31 January
2003
£000
31 January
2004
£000
31 January
2004
£000
31 January
2003
£000
2,289
46
1,689
-
215
(56)
1,330
(32)
159
1,298
1,457
2,335
1,689
4,024
Sales and distribution
Administration
Full time equivalents
28 thejohndavidgroupplc
Number of employees
2003
2004
8,947
254
8,571
284
9,201
8,855
5,141
5,114
The deferred taxation charge relates to the origination and reversal of timing differences.
thejohndavidgroupplc 29
NOTES TO THE FINANCIAL STATEMENTS
continued
Tax charge reconciliation
12 months to 10 months to
31 January
2003
£000
31 January
2004
£000
Profit on ordinary activities before tax multiplied by the standard rate of tax - 30% (2003:30%)
Effects of:
Expenses not deductible - normal
Expenses not deductible - exceptional re: lease and contract exit payments
Income not taxable
Capital allowances in excess of depreciation on qualifying assets
Depreciation on non qualifying fixed assets
Profit on non qualifying fixed assets
Goodwill amortisation not deductible
Impact of tax allowable fair value adjustments
Other timing differences
Adjustments to tax charge in respect of previous periods
632
3,234
110
34
-
(797)
722
(128)
236
(594)
-
(56)
45
177
(26)
(992)
667
-
126
(867)
(75)
46
NOTES TO THE FINANCIAL STATEMENTS
continued
9
Intangible fixed assets
Group
Cost
At beginning of year
Additions
At end of year
Amortisation
At beginning of year
Charge in the year
At end of year
Net book value at 31 January 2004
Total current tax charge
159
2,335
Net book value at 31 January 2003
Goodwill
£000
12,064
4,119
16,183
421
786
1,207
14,976
11,643
Accelerated capital allowances are likely to reduce the current tax charge in future periods, being more than offset
by depreciation on non-qualifying assets and goodwill amortisation which are not tax deductible.
On 21 May 2002 the group purchased four companies making up the First Sport division of Blacks Leisure Group
Plc. The fair value adjustments and goodwill calculation are summarised below:
7
Dividends paid and proposed
Ordinary shares:
Interim paid - 2.86p per ordinary share (2003: 2.86p)
Final proposed - 3.64p per ordinary share (2003: 3.64p)
Total dividend 6.50p per ordinary share (2003: 6.50p)
12 months to 10 months to
31 January
2003
£000
31 January
2004
£000
1,337
1,701
1,337
1,701
3,038
3,038
8
Earnings per ordinary share
Basic earnings per ordinary share represents the profit for the financial period of £648,000 (2003: £6,757,000)
divided by the weighted average number of ordinary shares in issue of 46,748,607 (2003: 46,743,692).
Adjusted basic earnings per ordinary share have been based on the profit on ordinary activities after taxation for
each financial period but excluding exceptional items and goodwill amortisation since the directors consider that
this gives a more meaningful measure of the underlying performance of the group.
The diluted earnings per ordinary share is based on 46,750,776 (2003: 46,747,348) ordinary shares, the
difference to the basic calculation representing the additional shares that would be issued on the conversion of all
the dilutive potential ordinary shares. There is no material difference to earnings per ordinary share if all the dilutive
potential ordinary shares are converted.
Earnings attributable to ordinary shareholders
Profit on ordinary activities after taxation
Exceptional items
Tax relating to exceptional items
Goodwill amortisation
As at
31 January
2004
£000
As at
31 January
2003
£000
648
1,978
(509)
786
6,757
3,514
(791)
421
Profit after taxation excluding exceptional items and goodwill amortisation
2,903
9,901
Adjusted basic earnings per ordinary share
6.21p
21.18p
Tangible fixed assets
Stocks
Trade debtors
Other debtors
Cash at bank
Trade creditors
Other creditors
Deferred Tax
Fair value
reported in
2003
£000
Fair value Revised
fair value
adjustment
2004
£000
£000
24,594
32,926
787
5,041
3,253
(14,569)
(10,255)
655
(4,183)
(1,454)
(50)
-
-
(171)
147
1,592
20,411
31,472
737
5,041
3,253
(14,740)
(10,108)
2,247
Net assets acquired at fair value
42,432
(4,119)
38,313
Goodwill capitalised
Loan finance costs
Consideration
16,183
958
55,454
The total purchase price at acquisition was £55,454,000 comprising cash consideration of £52,886,000 and
acquisition costs of £2,568,000. This resulted in goodwill on acquisition of £12,064,000 based on a fair value
reported in 2003 of £42,432,000.
During the current year, the directors completed their review into the fair values of the assets acquired. Based on
this review, goodwill arising on acquisition has increased by £4,119,000 reflecting the fair value adjustments in the
above table.
Tangible fixed assets have been adjusted by £4,183,000 to reflect further fixed asset impairments in loss making
stores and obsolete software. A further adjustment of £1,454,000 has been made to stock to reflect realisable
value.
The deferred tax impact of the further fair value adjustments is to recognise a further asset of £1,592,000.
30 thejohndavidgroupplc
thejohndavidgroupplc 31
NOTES TO THE FINANCIAL STATEMENTS
continued
NOTES TO THE FINANCIAL STATEMENTS
continued
Intangible fixed assets (continued)
Company
Cost
At beginning of year
Additions
At end of year
Amortisation
At beginning of year
Charge in the year
At end of year
Net book value at 31 January 2004
Net book value at 31 January 2003
Goodwill
£000
-
14,976
14,976
-
-
-
14,976
-
On 31 January 2004, the trade, assets and liabilities of First Sport Limited were transferred up to The John David
Group Plc. The balances transferred are summarised below:
Fair Value and Book Value
Tangible fixed assets
Trade debtors
Other debtors
Cash at bank and in hand
Trade creditors
Other creditors
Inter-company balance
Provisions
Net liabilities acquired
Goodwill capitalised
Consideration
£000
19,724
1,020
6,508
(419)
(1,435)
(10,046)
(23,828)
82
(8,394)
14,976
6,582
The total purchase price on transfer of the trade, assets and liabilities was £6,582,000 comprising an
inter-company debtor.
10
Tangible fixed assets
Group
Freehold
land and
buildings
£000
Long
leasehold
land and
buildings
£000
Short
leasehold
land and Computer
buildings equipment
£000
£000
Fixtures
and
fittings
£000
Motor
vehicles
£000
Total
£000
Cost
At beginning of year
Additions
Fair value adjustment
Disposals
140
-
300
(440)
4,448
-
-
27,116
1,375
-
(3,964)
10,213
1,386
-
(348)
81,599
8,378
-
(4,579)
1,556
354
-
(315)
125,072
11,493
300
(9,646)
At end of year
-
4,448
24,527
11,251
85,398
1,595
127,219
Depreciation
At beginning of year
Charge for year
Fair value adjustments
On disposals
At end of year
Net book value
At 31 January 2004
At 31 January 2003
Company
140
-
-
(140)
419
89
-
-
10,720
1,572
1,957
(2,637)
5,653
1,087
1,030
(196)
33,301
7,025
1,496
(3,127)
547
287
-
(187)
50,780
10,060
4,483
(6,287)
-
-
-
508
11,612
7,574
38,695
647
59,036
3,940
12,915
3,677
46,703
948
68,183
4,029
16,396
4,560
48,298
1,009
74,292
Long
leasehold
land and
buildings
£000
Short
leasehold
land and Computer
buildings equipment
£000
£000
Fixtures
and
fittings
£000
Motor
vehicles
£000
Total
£000
Cost
At beginning of year
Additions
Inter-company transfers in
Disposals
-
-
4,448
-
10,589
753
13,429
(244)
6,782
1,056
3,635
(222)
58,059
4,360
23,730
(751)
1,467
354
41
(267)
76,897
6,523
45,283
(1,484)
At end of year
4,448
24,527
11,251
85,398
1,595
127,219
Depreciation
At beginning of year
Charge for year
Inter-company transfers in
On disposals
-
-
508
-
3,108
757
7,917
(170)
3,582
1,000
3,183
(191)
19,461
5,889
13,916
(571)
490
274
35
(152)
26,641
7,920
25,559
(1,084)
At end of year
508
11,612
7,574
38,695
647
59,036
Net book value
At 31 January 2004
3,940
12,915
3,677
46,703
948
68,183
At 31 January 2003
-
7,481
3,200
38,598
977
50,256
32 thejohndavidgroupplc
thejohndavidgroupplc 33
NOTES TO THE FINANCIAL STATEMENTS
continued
NOTES TO THE FINANCIAL STATEMENTS
continued
11
Stocks
14
Creditors: amounts falling due after more than one year
Group Company
2004
£000
2003
£000
2004
£000
2003
£000
Finished goods and goods for resale
65,727
69,171
65,727
69,171
Bank loans and overdrafts (see also note 13)
Accruals and deferred income
Group Company
2004
£000
48,000
3,555
2003
£000
53,000
3,294
2004
£000
48,000
3,531
2003
£000
53,000
1,748
51,555
56,294
51,531
54,748
Group Company
The bank loans and overdrafts fall due for repayment as follows:
12
Debtors
Trade debtors
Other debtors
Amounts owed by other group companies
Prepayments and accrued income
2004
£000
1,086
-
-
13,366
2003
£000
1,032
4
-
12,596
2004
£000
1,194
-
7,563
13,366
2003
£000
896
-
57,686
5,388
14,452
13,632
22,123
63,970
Amounts owed by other group companies includes £7.56 million (2003: £55.75 million) due after more than one
year.
Bank loans and overdrafts
Within one year
Between one and two years
Between two and five years
Group Company
2004
£000
8,000
8,000
40,000
2003
£000
2004
£000
6,000
8,000
45,000
8,000
8,000
40,000
2003
£000
6,000
8,000
45,000
56,000
59,000
56,000
59,000
The bank loans and overdrafts are secured by a fixed and floating charge over all the group’s assets.
13
Creditors: amounts falling due within one year
The rates of interest payable on current bank loans and overdrafts are detailed in note 15 to the accounts.
Bank loans and overdrafts (see also note 14)
Trade creditors
Other creditors including taxation and social security:
Corporation tax
Other taxes and social security
Amounts owed to other group companies
Other creditors
Accruals and deferred income
Dividends proposed
2004
£000
8,000
30,430
(611)
8,191
-
-
8,876
781
Group Company
2003
£000
6,000
29,470
(218)
6,323
-
-
8,544
3,038
2004
£000
8,000
30,430
(551)
8,191
6,582
345
8,712
781
2003
£000
6,000
26,328
1,570
4,884
20,078
-
3,645
3,038
55,667
53,157
62,490
65,543
15
Financial instruments
The group’s financial instruments at the year end comprised cash, bank borrowings and various non-derivative
financial instruments such as trade debtors and trade creditors. As permitted by Financial Reporting Standard 13
(FRS13), in this note short term debtors and creditors have been excluded from all FRS13 disclosures.
The group uses financial instruments to manage financial and commercial risk wherever it is appropriate to do so.
An explanation of the group’s treasury policy can be found in the operating and financial review on page 6.
The main risks arising from the group’s financial instruments are interest rate risk and liquidity risk.
Interest rate risk
The group finances its operations by a mixture of retained profits and bank borrowings. Interest rate risk therefore
arises from bank borrowings. The group manages its risk by using a combination of fixed and floating interest rates,
which it reviews on a regular basis.
A hedging agreement is in place in relation to the core group borrowings.
Currency risk
The group does not face significant currency risk since its operations are largely UK based and the majority of
transactions are denominated in sterling.
34 thejohndavidgroupplc
thejohndavidgroupplc 35
NOTES TO THE FINANCIAL STATEMENTS
continued
NOTES TO THE FINANCIAL STATEMENTS
continued
Financial assets
Financial assets comprise short term cash deposits with major United Kingdom and European clearing banks and
earn floating rates of interest based upon bank base rates or rates linked to LIBOR.
Cash at bank and in hand
The currency profile of financial assets was:
Sterling
Euros
Financial liabilities
The interest rate risk profile of the group’s financial liabilities is as follows:
Fixed rate financial liabilities
Floating rate financial liabilities
Fixed rate weighted average interest rate at 31 January
2004
£000
2003
£000
4,934
3,527
2004
£000
4,759
175
2003
£000
3,410
117
4,934
3,527
2004
£000
2003
£000
34,000
22,000
40,000
19,000
56,000
59,000
6.9%
6.9%
The weighted average period for which the fixed rate borrowings are fixed is 3.3 years (2003: 4.3 years). No new
hire purchase contracts were entered into during the year. The company has a swap agreement in relation to the
fixed rate financial liabilities of £34 million. The swap expires on 3 May 2007 and fixes the interest rate payable at
5.5525% plus 1.675% on the reducing balance of the fixed term loan.
Interest on floating rate financial liabilities is based on the relevant LIBOR rate plus 1.675%.
In the opinion of the Board, the fair value of the group’s financial assets and liabilities is equal to the book value.
Liquidity risk
During the year, the group’s policy has been to ensure continuity through loan funding, with short term flexibility
achieved by a revolving credit facility.
The maturity profile of drawn down financial liabilities at the end of the year is as follows:
Due within one year or less, or on demand
Due between one and two years
Due between two and five years
2004
£000
8,000
8,000
40,000
2003
£000
6,000
8,000
45,000
56,000
59,000
In addition, there are undrawn committed facilities with a maturity profile as follows. Interest on these facilities is
0.6875%
Due within one year or less, or on demand
Due between one and two years
Due between two and five years
2004
£000
-
-
18,000
2003
£000
-
-
21,000
18,000
21,000
16
Provisions for liabilities and charges
Deferred taxation
Group Company
At beginning of period
Charge for the period in the profit and loss account (note 6)
Acquisition
Fair Value adjustments (see note 9)
Transfers in
2004
£000
4,050
1,298
-
(1,592)
-
2003
£000
3,016
1,689
(655)
-
-
2004
£000
3,682
433
-
-
(82)
At end of period
3,756
4,050
4,033
The amounts provided for deferred taxation are set out below:
Group Company
2004
£000
4,032
(276)
2003
£000
4,298
(248)
3,756
4,050
2004
£000
4,033
-
4,033
Difference between accumulated depreciation
and capital allowances
Onerous lease provision
17
Called up share capital
Authorised
Ordinary shares of 5p each
Allotted, called up and fully paid
Ordinary shares of 5p each
2003
£000
3,016
666
-
-
-
3,682
2003
£000
3,682
-
3,682
2004
£000
2003
£000
3,108
3,108
2,338
2,338
Share options
The company has outstanding options in respect of the following shares under the Inland Revenue Approved
Employee Share Option Scheme and the Unapproved Employee Share Option Scheme:
Inland Revenue Approved Employee Share Option Scheme
Inland Revenue Approved Employee Share Option Scheme
Inland Revenue Approved Employee Share Option Scheme
Inland Revenue Approved Employee Share Option Scheme
Inland Revenue Approved Employee Share Option Scheme
Inland Revenue Approved Employee Share Option Scheme
Inland Revenue Approved Employee Share Option Scheme
Unapproved Employee Share Option Scheme
Unapproved Employee Share Option Scheme
Unapproved Employee Share Option Scheme
Unapproved Employee Share Option Scheme
Unapproved Employee Share Option Scheme
Unapproved Employee Share Option Scheme
Date of grant
Number of
Subscription
share options price per share
23.10.96
30.01.98
07.06.01
29.07.02
12.06.03
14.10.03
20.01.04
23.10.96
07.06.01
29.07.02
12.06.03
14.10.03
20.01.04
56,935
8,130
183,318
11,450
274,310
50,181
17,857
111,065
323,682
103,550
1,070,208
1,819
82,143
306.5p
123.0p
331.0p
262.0p
162.0p
165.0p
168.0p
306.5p
331.0p
262.0p
162.0p
165.0p
168.0p
The share options are exercisable during the period beginning three years after and ending ten years after the date
of grant, and are subject to a performance condition that requires a growth in earnings per ordinary share over a
consecutive three year period.
36 thejohndavidgroupplc
thejohndavidgroupplc 37
NOTES TO THE FINANCIAL STATEMENTS
continued
18
Reserves
At beginning of year
Retained (loss)/profit for the financial year
Irrevocable dividend waiver
Group Company
Share
premium
account
£000
8,917
-
-
Profit
and loss
account
£000
47,509
(2,390)
920
Share
premium
account
£000
8,917
-
-
Profit
and loss
account
£000
51,181
(5,468)
920
At end of year
8,917
46,039
8,917
46,633
Irrevocable undertakings to elect to receive the Scrip Dividend Alternative have been given by holders of 54% of
the ordinary share capital in relation to the holdings of John Wardle and David Makin, the founder shareholders.
19
Reconciliation of movements in shareholders’ funds
Profit/(loss) for the financial period
Dividends paid and proposed
Retained (loss)/profit for the financial period
Irrevocable dividend waiver (see note 18)
Proceeds from issue of ordinary shares
Net movement in equity shareholders’ funds
Shareholders’ funds at beginning of period
Group Company
31 January
2004
£000
31 January
2003
£000
31 January
2004
£000
31 January
2003
£000
648
(3,038)
(2,390)
920
-
(1,470)
58,764
6,757
(3,038)
3,719
-
10
3,729
55,035
(2,430)
(3,038)
(5,468)
920
-
(4,548)
62,436
10,429
(3,038)
7,391
-
10
7,401
55,035
Shareholders’ funds at end of period
57,294
58,764
57,888
62,436
20
Commitments
Group
(i) Capital commitments at the end of the financial year for which no provision has been made are as follows:
Contracted
(ii) Annual commitments under non-cancellable operating leases are as follows:
31 January
2004
£000
31 January
2003
£000
1,696
2,980
Operating leases which expire:
Within one year
In the second to fifth years inclusive
Over five years
31 January
2004
Land and
buildings
£000
1,363
3,783
52,359
57,505
31 January
2004
Other
£000
181
25
-
206
31 January
2003
Land and
buildings
£000
1,398
5,102
51,640
58,140
31 January
2003
Other
£000
201
381
-
582
38 thejohndavidgroupplc
NOTES TO THE FINANCIAL STATEMENTS
continued
Company
(i) Capital commitments at the end of the financial year for which no provision has been made are as follows:
Contracted
(ii) Annual commitments under non-cancellable operating leases are as follows:
31 January
2004
£000
31 January
2003
£000
1,696
2,980
Operating leases which expire:
Within one year
In the second to fifth years inclusive
Over five years
31 January
2004
Land and
buildings
£000
1,363
3,783
52,359
57,505
31 January
2004
Other
£000
181
25
-
206
31 January
2003
Land and
buildings
£000
694
2,698
27,222
30,614
31 January
2003
Other
£000
11
87
-
98
21
Pension plan
The group operates two defined contribution pension schemes. The pension charge for the year represents
contributions payable by the group of £257,000 (2003: £333,000), plus £46,000 (2003: £18,000) in respect of
directors. The amount owed to the Schemes at the year end was £7,000 (2003: £9,000).
22
Reconciliation of group operating profit to net cash inflow from operating activities
for the year ended 31 January 2004
12 months to
31 January
2004
£000
Operating profit
Goodwill amortisation
Depreciation charge
Decrease in stocks
Decrease/(increase) in debtors
Increase in creditors
7,734
786
10,060
1,990
80
2,950
10 months to
31 January
2003
£000
14,082
421
7,907
227
(1,230)
6,787
Net cash inflow from operating activities
23,600
28,194
The exceptional costs disclosed in note 1 result in operating cash outflows of £1,978,000 (2003: £3,514,000)
23
Analysis of cash flows for headings netted in the cash flow statement
Returns on investments and servicing of finance
Interest received
Interest paid
Interest element of hire purchase contract and loan payments
Returns on investments and servicing of finance
12 months to
31 January
2004
£000
10 months to
31 January
2003
£000
100
(4,402)
-
212
(2,904)
(42)
(4,302)
(2,734)
thejohndavidgroupplc 39
NOTES TO THE FINANCIAL STATEMENTS
continued
Analysis of cash flows for headings netted in the cash flow statement (continued)
Capital expenditure: Purchase of tangible fixed assets
Sale of tangible fixed assets
Capital expenditure
Acquisitions:
Acquisitions
Financing:
Financing
Consideration - net of cash balances acquired (see note 9)
Loan finance costs
Receipts from new loans
Net loan repayments
Issue of ordinary shares
12 months to
31 January
2004
£000
10 months to
31 January
2003
£000
(11,493)
2,264
(18,166)
161
(9,229)
(18,005)
-
-
-
-
(3,000)
-
(51,243)
(958)
(52,201)
59,000
(3,335)
10
(3,000)
55,675
24
Analysis of net debt
Cash at bank and in hand
Loans
Total
At 31 January
2003
£000
Cash At 31January
2004
£000
flow
£000
3,527
3,527
(59,000)
1,407
1,407
3,000
4,934
4,934
(56,000)
(55,473)
4,407
(51,066)
25
Related party transactions
The group has taken advantage of the exemption available under FRS8 whereby it does not need to disclose
related party transactions with other 90% group companies.
Administrative expenses includes £139,000 (2003: £nil) relating to a Group Management Conference which was
organised and invoiced by the Bird Consultancy. These charges were largely recharges of venue and presentation
costs. Chris Bird is a director of the Bird Consultancy as well as being a Non-Executive Director of The John David
Group Plc.
26
Principal subsidiary undertakings
The following companies were the principal subsidiary undertakings as at 31 January 2004. The companies are
wholly owned, operate in the UK and are included in the consolidated financial statements.
Nature of business
First Sport Limited Dormant
Active Venture Limited Dormant
The Sports Shop (Fife) Limited Dormant
Sport and Fashion Retail Distribution Limited Dormant
Athleisure Limited Investment company
JD Sports Limited Dormant
With the exception of Athleisure Limited and JD Sports Limited, all these holdings were indirectly owned by the
parent company at the balance sheet date.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the next annual general meeting of The John David Group Plc (the “company”) will be held
at Hollinsbrook Way, Pilsworth, Bury, Lancashire BL9 8RR on 15 July 2004 at 1.00 p.m. for the following purposes:
Ordinary business
1 To receive and consider the directors’ report and audited financial statements for the year ended 31 January 2004,
and the auditor’s report on the financial statements and the audited part of the Report on Remuneration and
Related Matters.
2 To approve the Report on Remuneration and Related Matters.
3 To declare a final dividend on the ordinary shares of the company for the year ended 31 January 2004 of 3.64p per
ordinary share, payable to shareholders registered at the close of business on 19 May 2004.
4 To re-elect Mr B Bown as a director of the company, who retires by rotation.
5 To re-elect Mr C Archer as a director of the company, who retires by rotation.
6 To confirm the appointment of Mr P Cowgill as a director of the company.
7 To confirm the appointment of Mr B Small as a director of the company.
8 To reappoint KPMG Audit Plc of Edward VII Quay, Navigation Way, Ashton-on-Ribble, Preston, PR2 2YF as
auditors of the company and its subsidiaries to hold office from the conclusion of the meeting until the conclusion
of the next general meeting of the company at which accounts are laid.
9 To authorise the Audit Committee to determine the auditor’s remuneration.
Special business
To consider and, if thought fit, pass the following resolutions of which resolutions 10 and 11 will be proposed as
ordinary resolutions and resolution 12 will be proposed as a special resolution.
Ordinary resolution
10 That, in substitution for any existing authority under that section, the directors of the company be and are hereby
generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 (the “Act”) to
exercise all the powers of the company to allot and make offers or agreements to allot relevant securities (as
defined by section 80(2) of the Act) up to an aggregate nominal amount of £770,070 provided that this authority
shall (unless previously revoked, varied or renewed) expire at the conclusion of the next annual general meeting of
the company after the passing of this resolution or on 14 October 2005 (whichever is the earlier) save that the
company may make an offer or agreement before the expiry of this authority which would or might require relevant
securities to be allotted after such expiry and the directors may allot relevant securities pursuant to any such offer
or agreement as if the authority conferred by this resolution had not expired.
11 That, the directors of the company be and are hereby authorised to offer ordinary shareholders the choice of
receiving the whole or part of the proposed final dividend of 3.64p per share for the year ended 31 January 2004 in
new fully paid ordinary shares of the company instead of cash.
Special resolution
12 That, in accordance with the general authority granted to the directors under the terms of section 80 of the
Companies Act 1985 (the “Act”), the directors be and are hereby generally empowered pursuant to section 95 of
the Act to allot equity securities (within the meaning of section 94 of the Act) as if section 89 (1) of the Act did not
apply to any such allotment provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an offer whether by way of rights issue, open offer or
otherwise to holders of equity securities in the capital of the company in proportion (as nearly as practicable) to
their respective holdings of such securities (but subject to such exclusions or other arrangements as the
40 thejohndavidgroupplc
thejohndavidgroupplc 41
NOTICE OF ANNUAL GENERAL MEETING
continued
FIVE YEAR RECORD
Consolidated profit and loss accounts
directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise or
with legal or practical problems under the laws of any territory or the requirements of any recognised regulatory
body or any stock exchange in any territory);
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate
nominal value of £116,871, being 5% of the issued ordinary share capital of the company as at 19 May 2004.
Provided that (unless previously revoked, varied or renewed) this power shall expire at the earlier of the conclusion
of the next annual general meeting of the company held after the passing of this resolution and 14 October 2004
except that the company may, before such expiry, make an offer or agreement which would or might require equity
securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or
agreement as if the power conferred hereby had not expired.
By order of the Board
B Small
Secretary
14 June 2004
Notes
Hollinsbrook Way
Pilsworth
Bury
Lancashire BL9 8RR
1 A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on a poll, vote in
his or her place. A proxy need not be a member of the company.
2 To be valid, forms of proxy must be lodged at the office of the company’s registrars, Lloyds TSB Registrars, 54
Pershore Road South, Birmingham B22 1AF, not less than 48 hours before the time appointed for the holding of the
meeting. A form of proxy is enclosed.
3 Completion and return of the form of proxy will not prevent a member from attending and voting in person should
he or she so wish.
4 Only the members registered in the register of members of the company as at the close of business on 13 July
2004 or, in the event that the meeting is adjourned, in the register of members 48 hours before the time of any
adjourned meeting shall be entitled to attend or vote at the meeting in respect of the number of shares registered in
their name at that time. Changes to entries in the register of members after close of business on 13 July 2004 or, in
the event that the meeting is adjourned, after 48 hours before the time of any adjourned meeting shall be
disregarded in determining the rights of any person to attend or vote at the meeting.
5 Biographical details of all those directors who are offering themselves for election or re-election at the meeting are
set out on page 8 of this annual report and accounts.
Year ended 10 months to Year ended Year ended Year ended
31 March
31 March
31January
2000
2002
2004
£000
£000
£000
31January
2003
£000
31 March
2001
£000
Turnover
Cost of sales
458,073
(249,379)
370,804
(202,229)
245,621
(130,144)
204,465
(109,469)
171,446
(92,503)
Gross profit
Distribution costs - normal
Distribution costs - exceptional
Administrative expenses - normal
Administrative expenses - exceptional
Other operating income
208,694
(186,117)
(1,366)
(13,503)
(612)
638
168,575
(141,145)
(2,933)
(10,167)
(581)
333
115,477
(88,346)
-
(6,759)
-
67
94,996
(72,014)
-
(6,152)
-
22
78,943
(60,073)
-
(5,692)
-
19
Operating profit
7,734
14,082
20,439
16,852
13,197
Operating profit before exceptional items
and goodwill amortisation
Exceptional items
Goodwill amortisation
Operating profit
Loss on sale of fixed assets
Interest receivable
Interest payable and similar charges
Profit before taxation
Taxation
Profit after taxation
Dividends paid and proposed
10,498
(1,978)
(786)
7,734
(1,095)
100
(4,634)
18,017
(3,514)
(421)
14,082
(433)
212
(3,080)
20,439
-
-
20,439
(187)
104
(283)
16,852
-
-
16,852
(95)
154
(443)
13,197
-
-
13,197
(383)
106
(715)
2,105
(1,457)
10,781
(4,024)
20,073
(6,235)
16,468
(5,120)
12,205
(3,835)
648
(3,038)
6,757
(3,038)
13,838
(3,646)
11,348
(3,220)
8,370
(2,791)
Retained (loss)/profit for the financial period
(2,390)
3,719
10,192
8,128
5,579
Basic earnings per ordinary share
1.39p
14.46p
29.61p
24.38p
18.00p
Adjusted basic earnings per ordinary share
6.21p
21.18p
29.61p
24.38p
18.00p
Dividends per ordinary share
6.5p
6.5p
7.8p
6.9p
6.0p
Adjusted basic earnings per ordinary share is based on earnings before exceptional items and goodwill amortisation.
42 thejohndavidgroupplc
thejohndavidgroupplc 43
11 May 2004
16 June 2004
15 July 2004
21 May 2004
2 August 2004
October 2004
31 January 2005
April 2005
Registrars
Lloyds TSB Registrars
54 Pershore Road South
Birmingham B22 1AF
Financial public relations
Hogarth Partnership Limited
The Butlers Wharf Building
36 Shad Thames
London
SE1 2YE
Financial advisers and stockbrokers
Investec
2 Gresham Street
London
EC2V 7QP
Principal bankers
Barclays Bank Plc
43 High Street
Sutton
Surrey SM1 1DR
Solicitors
DLA
Princes Exchange
Princes Square
Leeds LS1 4BY
FINANCIAL CALENDAR
Final results announced
Financial statements published
Annual general meeting
Final dividend record date
Final dividend payable
Interim results announced
Year end
Final results announced
ADVISERS
Registered Office
The John David Group Plc
Hollinsbrook Way
Pilsworth
Bury
Lancashire BL9 8RR
Company number
Registered in England and Wales,
number 1888425
Auditors
KPMG Audit Plc
Edward VII Quay
Navigation Way
Ashton-on-Ribble
Preston
Lancashire
PR2 2YF
HEAD OFFICE
The John David Group Plc
Hollinsbrook Way
Pilsworth
Bury
Lancashire BL9 8RR
Telephone 0161 767 1000
Facsimile 0161 767 1001
Website address
www.jdsports.co.uk
44 thejohndavidgroupplc