JD Sports Fashion
Annual Report 2015

Plain-text annual report

2015 Annual Report & Accounts Contents Overview Highlights Who We Are Where We Are Group Portfolio Introduction Executive Chairman’s Statement Strategic Report Business Model Our Strategy Principal Risks Business Review Financial Review – Continuing Businesses Property and Stores Review Corporate and Social Responsibility Governance The Board Directors’ Report Corporate Governance Report Directors’ Remuneration Report Financial Statements Statement of Directors’ Responsibilities Independent Auditor’s Report Consolidated Income Statement Statement of Comprehensive Income Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements Group Information Five Year Record Financial Calendar Shareholder Information 5 6 16 18 45 46 47 49 51 52 54 56 60 61 63 67 77 78 80 80 81 82 83 84 135 136 137 Annual Report & Accounts 2015 “ Our continuing operations have delivered a record result for the year with a headline profit before tax and exceptional items in excess of £100 million.” Peter Cowgill 4 Overview Highlights • Record result with profit before tax and exceptional items in the continuing businesses of £100.0 million (2014: 82.0 million). • Exceptional performance in Sports Fashion with like for like store sales growth across the combined European fascias of 13% and operating profits increased by 18% to £107.0 million (2014: £91.0 million). • Encouraging progress in the development of the international Sports Fashion offering with new stores added in all existing territories. • Comparable with the wider sector, Outdoor had a difficult second half following the very mild autumn and winter. Sector wide promotional activity continues as the resulting imbalance of stocks in the trade is addressed. • Investment levels remain high in Sports Fashion with total capital expenditure of £70.2 million (2014: £48.2 million). This is expected to increase further in the new financial year as the overseas rollout of JD continues. • Final dividend payable increased by 4.2% to 5.90p (2014: 5.6625p) bringing the total dividends payable for the year to 7.05p (2014: 6.7750p) per ordinary share, an increase of 4.1%. • The results of Bank Fashion Limited, which was disposed of on 25 November 2014, are presented as a discontinued activity. The results for the 52 weeks to 1 Feb 2014 have been re-presented on the same basis. Revenue +25.1% Adjusted Basic Earnings per Ordinary Share (a) +26.2% £1,216.4m £1,522.3m 30.82p 38.89p 2014 2015 2014 2015 Profit Before Tax and Exceptional Items +22.0% Total Dividend Payable per Ordinary Share (a) +4.1% £82.0m £100.0m 6.775p 7.050p 2014 2015 2014 2015 a) The prior year has been restated to reflect the 4:1 share split which was approved by shareholders at the Annual General Meeting on 26 June 2014. The earnings per share are calculated based on the continuing operations only. 5 Annual Report & Accounts 2015 Who We Are Established in 1981with a single store in the North West of England, JD Sports Fashion Plc is a leading multichannel retailer of sports fashion and outdoor brands in the UK and Europe. 6 Overview Who We Are JD is acknowledged as the leading specialist multiple retailer of fashionable branded and own brand sports and casual wear in the UK and Republic of Ireland combining globally recognised brands such as Nike, adidas and The North Face with strong own brand labels such as McKenzie, Carbrini, Supply & Demand and The Duffer of St George. JD continues to increase its presence in the European market with additional stores in France, Spain, The Netherlands and Germany. Established in 2000, Size? specialises in supplying the UK and Europe and the rest of the World with the finest products from the best brands in footwear, apparel and accessories. Initially set up to trial edgier product collections before introducing them to the mass market through the JD fascia, the Size? offer has since grown to include its own roster of highly sought-after worldwide exclusive produce releases. Outside of the UK and Republic of Ireland, Size? now has stores in France, The Netherlands and Italy. Scotts retails fashion and sport led brands with authority to older, more affluent male consumers largely beyond school age stocking brands such as EA7, Lacoste, Fred Perry, adidas Originals and Original Penguin. Premium branded fashion menswear is a new opportunity for the Group and our vision is to become the first choice retailer for branded premium menswear fashion in the UK. Our current stores offer customers a strong mix of brands including Hugo Boss, Ralph Lauren Polo, Diesel and Stone Island. 7 Annual Report & Accounts 2015 Who We Are Chausport operates throughout France retailing leading international footwear brands such as Nike, adidas and Le Coq Sportif together with brands more specific to the local market such as Redskins. Sprinter is one of the leading sports retailers in Spain selling footwear, apparel, accessories and equipment for a wide range of sports as well as lifestyle casual wear and childrenswear. Their offer includes both international sports brands and successful own brands. Cloggs is an online niche retailer of premium branded footwear. Cloggs opened its first retail store in Shrewsbury in 2013 and has opened a further two stores in 2014 in York and Newcastle. Footpatrol is London’s best-known destination sneaker store, with a history in supplying the most exclusive footwear. Originally opened in 2002, and relocated to its new store in 2010, it has been at the heart of supplying the sneaker fraternity with the most desirable footwear, apparel and accessories as well as providing a hub for the sneaker community to come and chat about what they love most. Specialising in new and classic sneakers, limited editions, Japanese exclusives and rare deadstock, Footpatrol is based in the heart of Soho on Berwick Street. 8 Overview Who We Are Focus are involved in the design, sourcing and distribution of footwear and apparel both for own brand and licensed brands, such as Peter Werth, Fly 53, Ecko, Ellesse, and Voi Footwear, for both Group and external customers. Mainline Menswear is an online niche retailer of premium branded Men’s apparel and footwear. Getthelabel.com is an online and catalogue business which offers customers significant savings on branded fashion and footwear. Nicholas Deakins designs and manufactures predominantly men’s footwear and clothing. Since its inception in 1991, the brand has been moulded into several collections with labels including Nicholas Deakins Green Label clothing and footwear, Deakins and Deakins kids. Nicholas Deakins supplies both Group and external businesses. 9 Annual Report & Accounts 2015 Who We Are Kooga design, source and wholesale rugby apparel and equipment, with teamwear, replica and leisurewear ranges. Kooga is also sole kit supplier to a number of professional rugby clubs. Kukri sources and provides bespoke sports teamwear to schools, universities and sports clubs. Teams can design and order their personalised kit online, with over 75 different sports catered for. In addition, Kukri is sole kit supplier to a number of professional sports teams and was the official kit supplier to Team England at the 2014 Commonwealth Games in Glasgow. Source Lab designs, sources and distributes football related apparel and other merchandise under license from some of the biggest clubs in Europe including Manchester United, Chelsea, Arsenal and Barcelona. ActivInstinct is a leading online retailer of performance sports and outdoor equipment, footwear and apparel for the serious sports and outdoor enthusiast. Aside from operating in the UK, ActivInstinct also has websites for France, Germany, Spain and Italy. 10 Overview Who We Are Blacks is a long established retailer of specialist outdoor apparel, footwear and equipment. Trading online and from approximately 70 stores, Blacks primarily stock more technical products from premium brands such as Berghaus and The North Face helping the consumer, from weekend family users to more avid explorers, reach their goals, no matter how high. With a strong emphasis on own brands, such as Peter Storm and Eurohike, our Millets outdoor stores are the port of call for a more leisurely consumer. Trading from approximately 90 stores, Millets supplies a more casual outdoor customer who seeks value for money, providing for a wide range of recreational activities, such as walking or leisure camping. Tiso is Scotland’s leading outdoor retailer, with 10 stores, including the larger format Outdoor Experience shops with unrivalled product ranges catering for those who take the outdoors a bit more seriously. Alpine Bikes is a quality cycle retailer, with six standalone shops, stocking premium brands such as Trek, Cannondale, Whyte and Genesis. Based in the heart of the English Lake District, George Fisher is the UK’s premium outdoor destination for more discerning explorers, who can expect the highest levels of personalised customer service. Our Ultimate Outdoors store in Preston is a larger format store catering for a comprehensive range of outdoor activities. We will be opening more stores during the coming year. 11 Annual Report & Accounts 2015 The Group has over 800 stores across a number of retail fascias and is proud of the fact that it always provides its customers with the latest products from the very best brands. The Group embraces the latest online and instore digital technology providing it with a truly multichannel, international platform for future growth. 12 13 Annual Report & Accounts 2015 Who We Are 14 Overview Who We Are 15 Annual Report & Accounts 2015 Where We Are Sports Fashion Fascias (No. Stores) 2014 2015 (000 Sq Ft) 2014 2015 JD UK & ROI (1) JD Europe 348 351 50 65 JD UK & ROI (1) 1,274 1,292 JD Europe 92 121 Sub-Total JD & Size? 423 447 Sub-Total JD & Size? 1,400 1,462 Size? 25 31 Size? 34 49 Chausport Sprinter Other 75 73 65 80 Chausport Sprinter 84 82 745 838 60 60 Other 137 129 1. Includes Champion stores which are serviced and managed by the UK team. In addition, there were two JD branded Gyms at the period end in Hull and Liverpool. Outdoor Fascias (No. Stores) 2014 2015 (000 Sq Ft) 2014 2015 Blacks 76 73 Blacks 287 270 Millets 80 92 Millets 143 175 Tiso 17 17 Tiso 101 101 Other - 2 Other - 62 Total 623 660 Total 2,366 2,511 Total 173 184 Total 531 608 16 Where We Are 17 Annual Report & Accounts 2015 Group Portfolio Introduction Our vision and passion through imagery helps continually build upon our proud heritage and sets the standard across all communications. 18 19 20 21 22 23 24 25 26 27 28 29 3030 31 32 33 3434 35 36 37 38 39 40 41 42 43 4444 Overview Executive Chairman’s Statement Introduction Board Effectiveness As Executive Chairman, I am responsible for the leadership of the Board and ensuring its effectiveness in all aspects of its role. The Board is then responsible for the Group’s strategic development, review of performance against the business objectives, overseeing risk and maintaining effective corporate governance including health and safety, environmental, social and ethical matters. People We are fortunate, as a Group, to have talented people in every aspect of our business. Our success would not be continuing were it not for the skills, drive and passion of the teams that work in our businesses day to day. As Executive Chairman, it is particularly pleasing to see the commitment that the team show to achieve success internationally. I thank everybody involved in delivering these excellent results. Current Trading and Outlook Given the significant change in the timing of Easter relative to last year, we do not believe that it is appropriate to issue any detailed update at this time on trading to date in the new financial year. That said we are encouraged by continued positive trading across our core fascias. Our next scheduled update will take place upon the announcement of our Interim Results which is scheduled for 16 September 2015. The Board continues to believe that the Group is well positioned to exploit successfully the opportunities that exist for continued profitable growth. Peter Cowgill Executive Chairman 15 April 2015 I am delighted to report that our continuing operations have delivered a record result for the year with a headline profit before tax and exceptional items in excess of £100 million for the first time. This result and its ingredients provide a robust platform for further profitable growth, at home and internationally. This result has been driven by an outstanding performance in our Sports Fashion fascias where JD’s unique and often exclusive sports and fashion premium brand offer continues to enthuse and excite both customers and suppliers. We believe that our collaborative approach to working with third party brands to create a unique, premium and often exclusive offer is a major contributor to our success. We have the utmost respect for the brands that we sell and believe in working in partnership with them to achieve their ambitions. This, combined with our market leading standards of visual merchandising and disciplines instore, provides the basis for international success. We have continued to extend our store presence in Europe with 19 new stores for JD and Size?, taking us to 70 new stores. Our continued development recognises that our offer has been well received to date in these markets. We are also encouraged by the performance of Sprinter in Spain and Chausport in France. In so far as this progress continues, we anticipate further growth in overseas markets. The turnaround of our Outdoor fascias continues although the encouraging results in the first half were somewhat tempered in the second half as the milder and drier weather led to a general oversupply relative to demand for winter related product in the market throughout the season with consequent high levels of discounting. We continue to work with our branded partners and our own brand supply chain to improve our product proposition and market positioning to achieve a more focused consumer targeting for each part of our business. Property investment, both in terms of new stores and refitting existing stores, is also required but will be driven by the strength of the proposition and the property costs in each location. We are conscious that delivery of profitability has been delayed but remain determined to enhance our proposition and the efficiency of the operations so that profitability is achieved in 2016/17. Dividends and Earnings per Share The Board proposes paying a final dividend of 5.90p (2014: 5.6625p) bringing the total dividend payable for the year to 7.05p (2014: 6.775p) per ordinary share, an increase of 4%. The proposed final dividend will be paid on 3 August 2015 to all shareholders on the register at 26 June 2015. Given the increasing success that we are seeing from the international developments of the JD fascia and the capital investment that this requires, we intend to keep dividend growth restrained at this time. The adjusted earnings per ordinary share before exceptional items have increased by 26% to 38.89p (2014: 30.82p). The basic earnings per ordinary share have increased by 21% to 35.17p (2014: 29.08p). 45 Annual Report & Accounts 2015 Business Model Central Infrastructure Sports Fashion Outdoor Warehouse Bespoke IT Development Training & Development Retail Instore Devices Online Omnichannel Consumer 46 Strategic Report Our Strategy Introduction Multichannel Multichannel activity has continued to grow significantly over the last 12 months and we continue to make good progress towards our objective of becoming a cutting edge international multichannel retailer. We believe that the relocation of our digital marketing teams in the year to the Sharp Project in Manchester, which is recognised as the leading location for creative digital production in the North West of England, is an important step in achieving this objective. In the UK, we have seen significant growth in online sales, principally driven by the strengthening of our mobile offer. Our digital channels continue to be important research destinations for our customers and there has been substantial growth in sales from our instore digital devices (kiosks, web tills and iPads), both through increased adoption of existing ones by customers and through the roll out of additional devices. These enable customers to order products from the website but pay in cash, access extended ranges not available in the store and access our full warehouse stock inventory. We have also introduced cross-fascia delivery to store which enables customers to order from our digital channels and collect the product from any store within our group retail estate. Overseas, we have rolled out a full local language and local currency multichannel offer (website, mobile site, apps, instore devices, delivery to home and store) to Ireland, The Netherlands, France, Spain and Germany in the last 12 months for JD. We expect to grow these markets to be significant contributors in the future. In 2015 we will continue our focus on optimising our digital channels, improving the customer experience, enhancing our multichannel proposition, exploiting group synergies and rolling out our multichannel offer internationally. Multichannel sales represented 9.9% of JD and Size? fascia sales in the last year. The Group has long been established as a leading retailer of branded and own brand sports fashion apparel and footwear in the UK and Ireland. Our Sports Fashion fascias are also now firmly established in mainland Europe with significant store presence in France, Spain, The Netherlands and Germany and we intend to continue to extend our geography further which will necessitate the development of a different operating model for countries outside Europe. Building our reach in, and potentially beyond Europe, not only gives us significant potential for growth but it also cements the strong supplier relationships required to constantly bring in new and exclusive products and to market them collaboratively. We will sustain our market positions through ongoing investment in the retail store portfolio, development and nurture of global supplier relationships, and the acquisition of brands and retailers which we can develop and exploit to ensure our overall product offers remain uniquely appealing. In working towards these objectives we aim to act always in a responsible and ethical manner with all our stakeholders including suppliers, employees and of course our customers. Our core business strength is branded retail and our consumers are either sports fashion or outdoor oriented. Where we use own brands we will seek to market them as third party brands. We seek to build strong market positions which we will always seek to sustain and defend. We maintain these positions by constantly adding to our brand roster and endeavouring to be partner of choice to as many brands as possible with as much exclusive product as possible. Any business in the Group which we now invest in will have relevance to our core strength. All businesses in the Group need to be capable of enhanced profitability in the medium term. Our ultimate objective is to deliver long term sustainable earnings growth to enhance total shareholder returns (‘TSR’) through share price performance and dividends, whilst retaining our financial capability to invest in the growth and the sustainability of our propositions. Recent TSR performance is shown in the graph within the Remuneration Report on page 74. Stores We are engaged in omnichannel retail and we continue to invest considerable time and money in our retail property portfolio, increasingly overseas in the Sports Fashion fascias. We believe in maintaining high standards of product presentation in well fitted stores as this increases footfall through the door and the desirability of the product within. This means that we will look to regularly refurbish stores to maintain our high standards of visual merchandising. We are also keen to use the latest technology in our stores as exemplified by the recent opening in the Trafford Centre. The store numbers and square footage at the start and end of the year are documented in the ‘Where we are’ section on page 16. 47 Annual Report & Accounts 2015 Our Strategy (Continued) Infrastructure and Resources Financial Key Performance Indicators One of our most important resources is our people. We are a large equal opportunities employer and we are particularly proud of our training resources. We provide direct employment and career development to thousands of people, both in the UK and Europe. The Group employs large numbers of recent school leavers and graduates and 150 training courses were completed by employees in the last year. We believe retention of our best staff is crucial to the success of our business as it preserves the DNA of each business. We are continuing to invest in our central distribution facility (Kingsway) in Rochdale. Volumes processed there continue to grow quickly requiring continuing investment in mezzanines, racking and machinery. Number of Items Processed by Kingsway Distribution Centre Period ended 31 January 2015 Period ended 1 February 2014 58.75m 49.50m To support our retail businesses a project is ongoing to replace our bespoke legacy ERP with Oracle Retail Systems. The new systems should start to go live in 2015 with the Outdoor fascias being the expected pilot migration later in the year although the main Sports Fashion fascias will not migrate until 2016. We also recognise the importance of protecting our environment and are committed to carrying out all our activities with due consideration for their environmental impact, particularly with regard to ensuring efficient use of energy and other resources and materials, minimising waste by recycling wherever possible and ensuring compliance with relevant legislation and codes of best practice. See also our Corporate Responsibility Report on pages 56 to 59. The risks faced by the Group and our mitigation plans are reported separately in pages 49 to 50. Revenue Gross profit % Operating profit Operating profit (before exceptional items) Profit before tax and exceptional items Profit before tax Basic earnings per ordinary share (a) Adjusted basic earnings per ordinary share (a) Total dividend payable per ordinary share (a) 2015 £000 2014 £000 1,522,253 1,216,371 48.6% 92,646 102,173 48.7% 77,868 83,032 % Change +25% +19% +23% 100,023 81,995 +22% 90,496 35.17p 76,831 29.08p +18% +21% 38.89p 30.82p +26% 7.050p 6.775p +4% Net cash at end of period (b) 84,230 45,276 a) The prior year has been restated to reflect the 4:1 share split which was approved by shareholders at the Annual General Meeting on 26 June 2014. The earnings per share are calculated based on the continuing operations only. b) Net cash consists of cash and cash equivalents together with interest-bearing loans and borrowings. On behalf of the Board Peter Cowgill Executive Chairman 15 April 2015 48 Strategic Report Principal Risks Any business undertaking will involve some risk with many risk factors common to any business no matter what sector it operates in. The Directors acknowledge however that certain risks and uncertainties are more specific to the Group and the markets in which its businesses operate. The principle risk factors are assessed below: Omnichannel Risk and Impact Mitigating Activities Brands The retail fascias offer a proposition that has a mixture of third party and own brand product. These fascias are heavily dependent on the products and the brands themselves being desirable to the customer if the revenue streams are to grow. Therefore, the Group needs all of its third party and own brands, including brands licensed exclusively to it, to maintain their design and marketing prominence to sustain that desirability. The Group is also subject to the distribution policies operated by some third party brands. Intellectual Property The Group’s trademarks and other intellectual property rights are critical in maintaining the value of the Group’s own brands. Ensuring that the Group’s businesses can use these brands exclusively is critical in providing a point of differentiation to our customers and without this exclusivity we believe that footfall into the stores, visits to our websites and ultimately conversion of these visits into revenues would all be reduced. Retail Property Factors The retail landscape has seen significant changes in recent years with a number of new developments opened and a high volume of retail units becoming vacant. The Group can be exposed where it has committed itself to a long lease in a location which, as a result of a more recent retail development, is no longer as attractive to the customer leading to reduced footfall and potentially lower sales volumes. Seasonality The Group’s core retail business is highly seasonal. Historically, the Group’s most important trading period in terms of sales, profitability and cash flow in its Sports Fashion fascias in particular has been the Christmas season. Lower than expected performance in this period may have an adverse impact on results for the full year, which may cause excess inventories that are difficult to liquidate. Economic Factors As with other retailers and distributors into retail businesses, the demand for the Group’s products is influenced by a number of economic factors, notably interest rates, the availability of consumer credit, employment levels and ultimately, disposable incomes. Reliance on Non-UK Manufacturers The Group seeks to ensure it is not overly reliant on a small number of brands by offering a stable of own brands which is constantly evolving. Where possible, the Group’s retail fascias also work in partnership with the third party brands in their business on the design of bespoke product which is then exclusive to the Group’s fascias. Further, the Group continues to actively seek additional brands which it can either own or license exclusively. The Group therefore works with third party organisations to ensure that the Group’s intellectual property is registered in all relevant territories. The Group also actively works to prevent counterfeit product being passed off as legitimate. Look to agree a break option part way through the lease. Wherever possible, the Group will seek a number of protections when agreeing to new property leases: • New leases generally taken out for a maximum period of 10 years. • • Capped rent reviews. • Agree rents which flex with turnover in the store. When the Group determines that the current store performance is unsatisfactory then an assessment is made on whether the Group wants to continue trading in that location. If it does then the landlord is approached to see whether we can reach an agreement on a reduction in the rent or a change to a turnover based rent. If it is considered that the best solution is to exit the store completely then the landlord is approached with a view to a complete surrender of the lease. If this is not possible then the Group would alternatively seek to assign the lease or sublet it to another retailer. In many cases, this necessitates the payment of an incentive. The Group is mindful of current economic factors and the adverse impact on the potential for disposal from the high volume of vacant units already available as a consequence of a number of retailers going out of business in recent years. Assigning the lease or finding a sub-tenant is not without risk because if the other retailer fails then the liability to pay the rent usually reverts to the head lessee. The Group monitors the financial condition of the assignees closely for evidence that the possibility of a store returning is more than remote and makes a provision for the return of stores if this risk looks probable. The Board reviews the list of assigned leases regularly and is comfortable that appropriate provisions have been made where there is a probable risk of the store returning to the Group under privity of contract and, other than as disclosed in note 25, they are not aware of any other stores where there is a possible risk of these stores returning. The business monitors stock levels and manages the peaks in demand constantly with regular sales re-forecasting. The Group seeks to manage this risk by offering a highly desirable and competitively priced product range, which is highly differentiated from that of the Group’s competitors. The majority of both third party branded product and the Group’s own branded product is sourced outside of the UK. The Group is therefore exposed to the risks associated with international trade and transport as well as different legal systems and operating standards. Whilst the Group can manage the risk in the supply chain on its own and licensed products, it has little control over the supply chain within the third party brands. As such, the Group is exposed to events which may not be under its control. The Group works with its suppliers to ensure that the products being sourced satisfy increasingly stringent laws and regulations governing issues of health and safety, packaging and labelling and other social and environmental factors. Compliance is monitored by the Group’s Supply Chain and Change Director who has extensive experience in this area. 49 Annual Report & Accounts 2015 Principal Risks (Continued) Omichannel (Continued) Consistency of Infrastructure Risk and impact IT The Group relies on its IT systems and networks and those of the banks and the credit card companies to service its retail customers all year round. The principal legacy enterprise system has historically been ideally suited to the operations of the business but it has always been heavily reliant on a very limited number of key development staff who have now left the business. This risk has been mitigated by improving documentation of the system and recruiting external developers to support the system. Warehouse Operations The Group’s new warehouse in Rochdale became operational during 2012. Having the stock in one location with increased automation in the picking process has brought benefits in terms of capacity, product availability, quicker deliveries to our European stores and reduced transport costs. However, there is an increased risk to store replenishment and multichannel fulfillment from both equipment and system failure, together with the inherent risk of having all the stock in one location. Personnel The success of the Group is partly dependent upon the continued service of its key management personnel and upon its ability to attract, motivate and retain suitably qualified employees. Health and Safety The health and safety of our customers and employees is of the utmost importance. Policies are implemented in conjunction with training programmes to protect our employees and customers. Personal injuries, distress and fatalities could result from a failure to establish and maintain safe environments. Treasury and Financial Risk The Group is exposed to fluctuations in foreign exchange rates principally Sterling/US Dollar consequent to the sourcing of own brand merchandise where suppliers are located principally in the Far East or Indian Sub-Continent. Strengthening of the US Dollar relative to Sterling makes product sourced in this currency more expensive thus reducing profitability. Product for the JD fascia throughout Europe is purchased by JD Sports Fashion Plc which is the main UK trading business. This business then sells to the international businesses in their local currencies. Given the current geographical location of the Group’s stores then this results in a Sterling/Euro exposure in the UK trading business for the euros which are remitted back for stock purchases. Brian Small Chief Financial Officer 15 April 2015 50 Mitigating Activities The Group is progressing with a programme to replace its legacy enterprise system. However, whilst a move to a third party system will reduce the risks in the current system there is significant execution risk during the migration work which could take longer than currently anticipated to complete. Further, the introduction of a third party system is bringing additional costs both in terms of the initial development and ongoing support. Any long term interruption in the availability of the core enterprise system would have a significant impact on the retail businesses. The Group manages this risk by the principal IT servers being housed in a third party location which has a mirror back up available should the primary servers or links fail. The Group has worked with its insurers on a Business Continuity Plan which came into effect when the warehouse became operational. This plan has since been reviewed and enhanced by the Group Supply Chain and Change Director. In addition, there is a full support contract with our automation equipment providers which includes a 24/7 presence from a qualified engineer thereby enabling immediate attention to any equipment issues. To help achieve this continued service, the Group has competitive reward packages for all of its staff. More specifically for the retail businesses, the Group also has a long established and substantial training function which seeks to develop training for all levels of retail employees and thereby increase morale and improve staff retention. This then ensures that knowledge of the Group’s differentiated product offering is not lost, thereby enhancing customer service. There is a comprehensive induction and training programme for store staff covering Health and Safety issues. The Group Health and Safety Committee meets on a monthly basis; is chaired by the Group Health and Safety Manager and includes as its attendees the Group Company Secretary and Group Property Director. The Group Health and Safety Manager appraises the Board of material issues and, incidents on a periodic basis. Targets are set by the Board to enable measurement of performance. Performance against targets, incidents and legal claims that arise are reported to the Board. The Group also works closely with its principal insurers who undertake regular risk reviews both in the store portfolio and in the main central warehouse. The Group sets a buying rate for the purchase of goods in US dollars at the start of the buying season (typically six to nine months before the product actually starts to appear in the stores) and then enters into a number of local currency/US dollar contracts, using a variety of instruments, whereby the minimum exchange rate on the purchase of dollars is guaranteed. The Group typically looks to protect approximately 90% of the US dollar requirement for the following year. The Group encourages its own brand suppliers to quote in euros where possible thus creating a natural hedge against the euros remitted from the international businesses. The surplus euros are also used to fund the international store developments thus alleviating the need for local third party financing. Strategic Report Business Review Sports Fashion Outdoor Sports Fashion consists of the businesses previously reported both within the former Sports segment and within the former Fashion segment which ceased to be a substantial separate segment following the disposal of Bank Fashion Limited (‘Bank’) prior to the key Christmas trading period. In reality the Group’s core retail operations have always largely presented and sold the major international sports brands alongside fashion brands as fashion and lifestyle attire thereby creating a natural and strengthening blend between sports and fashion brand participation in the overall success of the Group. Indeed, the natural strengthening flow across the Group has been well illustrated this year by the successful introduction of The North Face into JD last Autumn from our Outdoor brand roster. In addition, given the ActivInstinct online business is not a fashion led business and its key trading categories are Outdoor and Sports Performance, we now include this within Outdoor rather than Sports Fashion. Sports Fashion has had an excellent year with operating profits (before exceptional items) in the continuing businesses increased to £107.0 million (2014: £91.0 million) with positive momentum in all of the territories in which we operate driven by a buoyant market for branded athletic footwear across Western Europe and an excellent buying and merchandising performance. JD’s approach to retail theatre and our commitment to working with our supplier partners on the presentation of their premium branded footwear and apparel is unique. We remain committed to the advancement of this proposition and during the year we refurbished our flagship Trafford Centre store in a new concept which moves forward our already excellent standards in visual merchandising and embraces the latest instore technology. This concept will continue to evolve and we are confident that our new store in Oxford Street, which we will open later in the year, will generate an equally positive reaction. The operating loss (before exceptional items) in Outdoor has reduced by £3.1m to £4.9m (2014: £8.0m). In the first half of the year, the performance of our Blacks and Millets businesses saw some encouraging improvement as we implemented a number of critical operational changes and introduced more seasonally relevant product. However, the second half of the year saw weaker than hoped for sell through of autumn and winter ranges during a particularly mild and dry season. Heavy discounting has inevitably followed across the whole sector to deal with the resulting imbalance between supply and demand, a process which has continued into the new financial year. Tiso (incorporating George Fisher), in its first full year in the Group, has enabled us to enhance our relationship with several key brands and has given us significantly better geographical coverage in Scotland. The business, which continues to trade with independent management and systems, has suffered the same trading issues in the second half as Blacks and Millets although we remain confident about its longer term prospects. Peter Cowgill Executive Chairman 15 April 2015 51 Annual Report & Accounts 2015 Financial Review – Continuing Businesses Revenue, Gross Margin and Overheads Working Capital and Cash Total revenue increased by 25% in the year to £1,522.3 million (2014: £1,216.4 million). Like for like sales for the 52 week period across all continuing Group fascias, including those in Europe, increased by 12% which was an exceptional performance. Total gross margin in the year of 48.6% was broadly consistent with the prior year with a small increase in the margin in Sports Fashion to 49.5% (2014: 49.1%) offset by a reduction in the margin in Outdoor to 41.3% (2014: 44.8%), reflecting the inclusion of a full year of the lower margin Tiso and ActivInstinct businesses and the impact from heavier discounting in the final quarter of the year. Operating Profits and Results Operating profit (before exceptional items) increased substantially by £19.2 million to £102.2 million (2014: £83.0 million) with an exceptional performance in Sports Fashion and a reduction in the losses in Outdoor. A requirement to clear excess Autumn and Winter inventories means that whilst we anticipate that Outdoor will move towards profitability in the new financial year, it may be 2016/17 before this objective is achieved. There were net exceptional items in the year of £9.5 million (2014: £5.2 million) which include a charge of £5.1m for the impairment of intangible assets previously recognised on the acquisitions of Blacks Outdoor Retail Limited, Kukri Sports Limited and Ark Fashion Limited. The exceptional items comprised: 2015 £m 2014 £m Loss on disposal of fixed assets Impairment of fixed assets in loss making stores Onerous lease provisions Total property related exceptional costs Completion of new Kingsway warehouse move Business restructurings (1) Total reorganisation and restructuring costs Impairment of intangible assets (2) Total other exceptional charges Total exceptional charge 0.9 1.0 2.5 4.4 - - - 5.1 5.1 9.5 0.9 0.5 0.5 1.9 0.6 2.7 3.3 - - 5.2 (1) Charge of £2.7 million in the prior year from the restructuring of the head office and warehouse operations of the Blacks, Champion and Kooga businesses. (2) Charge arising from the impairment of the goodwill arising in prior years on the acquisition of Blacks Outdoor Retail Limited, the goodwill arising on the acquisition of Kukri Sports Limited, the Kukri brand name and the Ark fascia name. Group profit before tax in the year ultimately increased by £13.7 million to £90.5 million (2014: £76.8 million). Our core retail fascias continue to provide a source of strong cash generation which provides the Group with the financial framework for ongoing acquisition activity and continuing substantial investments in both retail property and operational infrastructure. Ultimately, net cash balances improved by £38.9m in the year to £84.2m (2014: £45.3 million) although this was assisted by £16.5m of lease incentives received in the last two months connected with the acquisition of five former Kiddicare stores. Gross capital expenditure (excluding disposal costs) increased by £22.0 million to £70.2 million (2014: £48.2 million). Our commitment both to delivering the best possible experience to our customers and to overseas expansion means that investment in our retail fascias, both in terms of taking new stores where appropriate and refurbishing existing space, remains substantial. A total of £37.2 million was invested in our retail fascias during the year (2014: £27.9 million). Elsewhere, investment in Project Emperor, the replacement of our core systems with Oracle and new JD proprietary software, was £5.9 million in the year (2014: £5.1 million). We have also invested £11.5 million (2014: £2.2 million) on the first phase of a project to increase the operational capacity and flexibility of our Kingsway warehouse. Our increased confidence in international success means that investment in JD’s international fascias will be a key focus for the Group in the new year. International development opportunities combined with ongoing investment in Project Emperor and further works at Kingsway means that there is likely to be a further substantial increase in the overall capital expenditure in the new financial year. Disposal of Bank Fashion Limited Prior to its disposal to Hilco on 25 November 2014, Bank was having another difficult year with operating losses at similar levels to the prior year leading the Board to conclude, shortly before that date, that there was no realistic prospect of a material improvement in performance in the short term. Consequently we reluctantly determined that the sale of Bank was in the best interests of the Group and its shareholders with future investment being prioritised for our successful core fascias. However, we remain absolutely committed to supporting the broadest possible range of fashion brands within the Group and all our other fascias will continue to be supported with necessary investment and working capital this year. Following the disposal of Bank, repayments of £18.15m against JD’s intercompany loan have been made which represents a substantial recovery of the intergroup indebtedness at disposal. The pre-tax exceptional loss arising on the disposal of Bank was £6.3 million. The results of Bank for the period of the Group’s ownership together with the exceptional loss arising on the disposal of the business have been presented as a discontinued activity. 52 Strategic Report Financial Review – Continuing Businesses (Continued) Taxation Foreign Exchange Exposures The effective rate of tax on profit from continuing operations has decreased from 24.6% to 22.9% primarily due to the decrease in the main rate of UK corporation tax. Excluding both exceptional items and prior year adjustments from the tax charge, the effective core rate from continuing activities has decreased from 26.2% to 22.4%. This core effective tax rate continues to be above the standard rate due to the depreciation of non-current assets which do not qualify for tax relief and overseas subsidiaries being subject to higher rates of corporation tax than the UK. Earnings per Share The basic earnings per share from continuing operations has increased by 20.9% from 29.08p to 35.17p. However, the Directors consider the adjusted earnings per share to be a more appropriate measure of the Group’s underlying earnings performance since it excludes the post-tax effect of exceptional items (other than the loss on disposal of non-current assets). The strong trading performance in the year is reflected in the fact that the adjusted earnings per share from continuing operations has increased by 26.2% from 30.82p to 38.89p. The Group’s principal foreign exchange exposure continues to be on the sourcing of own brand merchandise from either the Far East or Indian Sub-Continent which usually has to be paid for in US Dollars. A buying rate is set at the start of the buying season (typically six to nine months before product is delivered to stores). At this point, the Group aims to protect the anticipated US Dollar requirement at rates at, or above, the buying rate through appropriate foreign exchange instruments. Following the disposal of Bank Fashion Limited, the Group’s forecast requirement for US Dollars in the period to January 2016 is now $120 million. Cover is in place for 2015 for $107 million meaning that the Group is currently exposed on exchange rate movements for $13 million of the current year’s estimated requirement. The Group is also exposed to the movement in the rate of the Euro from the sale of its UK sourced stocks to its subsidiaries in Europe. However, the Group has a natural hedge on this exposure as the Euros received for that stock are then reinvested back in those European subsidiaries to fund the development of both new stores and refurbishments. Dividends A final cash dividend of 5.90p per share is proposed, which if approved, would represent an increase of 4.2% on the final dividend from the prior year. Added to the interim dividend of 1.15p per share, this takes the full year dividend to 7.05p, which is an increase of 4.1% on the prior year. The dividend has risen by 57% since 2010. Treasury Facilities Interest rate hedging has not been put in place on the current facility. The Directors continue to be mindful of the potential for rises in UK base rates as the general economic situation improves but, at present, given the highly seasonal nature of the Group’s core cashflows, they do not believe that a long term interest hedge is appropriate. This position continues to be reviewed regularly. Working capital remains well controlled with suppliers continuing to be paid to agreed terms and settlement discounts taken whenever due. Brian Small Chief Financial Officer 15 April 2015 53 Annual Report & Accounts 2015 Property and Stores Review Sports Fashion JD We have a consistent retail property strategy for the core JD fascia across Europe with modern, efficient and attractively presented stores located in prime locations with strong footfall. JD is a world class retail fascia and we strongly believe that our multichannel approach, which marries a vibrant retail theatre with the latest retail digital technology, increases the attractiveness and desirability of our product and provides our stores with a real point of difference for both our consumers and our branded suppliers. The JD fascia provides the foundation for profit and cash generation in the Group and consequently we continue to invest heavily in this fascia across an increasing number of territories. We are gaining real credibility in Europe with both major landlords and property agents and we continue to look at opportunities, in both our existing and new territories, to develop the fascia with particular focus on major metropolitan areas: • UK & Republic of Ireland – 18 new stores were opened in the period with 15, generally smaller, stores closed. The 18 new stores included one new store in the Republic of Ireland and eight relocations in towns or malls in the UK to a more appropriately spaced store or a position of greater footfall. We upsized in five locations where we were able to negotiate a favourable rent deal on additional space. This is proving to be a cost efficient way of expanding our product offer, widen our appeal to a broader consumer and ultimately improve the financial performance of the store. During the year, we also refurbished our flagship store in the Trafford Centre, Manchester, in a new concept which moves forward our already excellent standards in visual merchandising and embraces the latest instore digital technology. This concept, which has excited consumers and our supplier partners, will continue to evolve and we are confident that our new stores in Oxford Street and other key locations, which we will open through 2015, will generate a similar very positive reaction. • France – JD continues to develop momentum in France. A further five stores opened in the year with 22 stores now trading in the country. The focus on the major metropolitan areas is reflected in the fact that the openings included two stores in malls around Paris, where we now have 11 stores, and one was in a mall in Marseille, where we now have three stores. • Spain – To date, the economic situation in the country has meant we have been more cautious in our pace on opening new stores. However, we did open a further two stores in the year with ten stores now trading in the country. These openings were both in malls around Madrid, where we now have six stores. As with France, we have focused initially on developing a critical mass in the capital city. We are more optimistic of the economic situation in Spain now and so, subject to the availability of appropriately rented property space in the right locations then we would look to cautiously accelerate our openings in the new financial year. • Netherlands – Given that we acquired an immediate critical mass from our initial acquisition of stores in the country then this has largely been a year of consolidation as we review and refine our proposition in the country. However, the performance of our store in the centre of Rotterdam, which we opened in December 2013 and was the first store we identified and opened independently, has given us the confidence to look for space in other major towns in the country. During the year we opened a store in Den Haag and so we now have 16 stores in the country. • Germany – During the year, we converted the 10 small stores that we had acquired from the Isico partnership in the prior year to the JD format. During the year we opened seven new stores, of which two were committed prior to our acquisition of the Isico business. Given the strength of Isico in the Berlin area then we have focused our attention on other cities and larger towns in the country including Dusseldorf and Dortmund. Size? As with JD, we believe that the Size? fascia with its independent feel and loyal consumer following has the potential to be successful internationally. Our international focus for this fascia is reflected in the fact that of the seven new Size? stores which were opened during the year, four were in Europe with two further stores in France, in Toulouse and Bordeaux, to complement the existing store in Paris together with our first Size? store in Italy (Milan) and the Netherlands (Amsterdam). Of the three store openings in the UK, one was a concession in the Harrods department store in London. Elsewhere, the stores in Cardiff and Nottingham were relocated. Chausport It is still our belief that the Chausport fascia is more suited to the smaller regional towns and centres. We opened one Chausport store and closed three small stores in the year. We continue to be satisfied with the performance of the Chausport business and will support limited investment in this business where conflict with JD’s plans is unlikely. Sprinter We continue to believe that the Sprinter proposition has significant potential to expand beyond its traditional heartlands in the communities of Andalucia, Murcia and Valencia and are supporting the Sprinter management team in their store opening programme. During the year we opened a further 15 stores of which four were outside of the traditional heartlands, including the first store in Catalonia. The average retail footprint of the stores opened in the year was 6,700 sqft which is less than 50% of the average footprint of the stores on acquisition in 2010. We are confident that this footprint is more appropriate for the business. Scotts Whilst investment in the business has been limited in recent years, we are very encouraged by more recent performance. Accordingly, we anticipate opening a limited number of new stores in the new financial year. 54 Strategic Report Property and Stores Review (Continued) Tessuti • Ultimate Outdoors – The acquisition of the Ultimate After opening three new stores in the prior year and converting the remaining Cecil Gee stores to the Tessuti style then this has been a year of consolidation with the only property movement being the closure of one small Originals store. In addition to the usual decision making factors for new property of rent, retail footprint and strength of footfall, openings in the premium branded Tessuti business are also dependent on availability of third party brands in a particular location. Outdoors stores has enabled us to develop a new concept with the same name where we have combined our Outdoor offerings in a significantly larger space. As the name suggests, we believe that this fascia and website can cater for the needs of any Outdoor consumer. Our first store in this new format, with 16,300 sqft of retail space, opened in Preston in July 2014. Five further stores of this type are expected to open in 2015 utilising the former Kiddicare stores. Outdoor Blacks, Millets and Ultimate Outdoors Subsequent to our acquisition of the business in January 2012, we agreed short term leases with flexible break clauses with landlords in a number of locations which gave both parties the maximum flexibility to move quickly if appropriate. Consequently, the Blacks and Millets store portfolios continue to evolve: • Blacks – No new stores were opened in the period although we did acquire two stores formerly trading as Ultimate Outdoors (in Lancaster and Skipton) which were subsequently converted to the Blacks fascia. As part of the same transaction, we also acquired a store in Keswick which trades as ‘Planet Fear’ and caters for the more adventurous outdoor participant. Three Blacks stores were closed in the period with a further three stores converted to Millets. • Millets – The Millets store portfolio has seen considerable change during the year with 15 new stores opened, 14 stores acquired which were formerly trading as Oswald Bailey in the South of England and the conversion of three former Blacks stores. 20 stores were closed in the year which included four of the acquired Oswald Bailey stores and two stores which were relocated into new space. Tiso Tiso has 17 stores of which 16 are located across Scotland (including six standalone Alpine Bikes stores) and one in Keswick (George Fisher). These stores vary in size ranging from the specialist Alpine cycling stores at less than 1,000 sqft to Tiso fascia’ed stores in secondary out of town destinations with the largest one in Glasgow at 15,500 sqft. For a complete table of store numbers see page 16. Peter Cowgill Executive Chairman 15 April 2015 55 Annual Report & Accounts 2015 Corporate and Social Responsibility The Group recognises that it has a responsibility to ensure its business is carried out in a way that ensures high standards of environmental and human behaviour. With the help and co-operation of all employees, the Group endeavours to comply with all relevant laws in order to meet that duty and responsibility wherever it operates. The major contributions of the Group in this respect are detailed below. Our Employees The Group is a large equal opportunities employer and a large training organisation with the Group’s retail businesses providing direct employment and career development to thousands of people, both in the UK and internationally. The Group employs large numbers of school leavers and university graduates and participates regularly in work experience schemes with schools and colleges. Retail personnel across all levels within the Group’s core UK, Republic of Ireland and JD France, Spain, The Netherlands and Germany fascias are encouraged to take ownership of their own careers and to actively seek development and progression. Training The Group recognises that Training and Development for all levels of personnel is vital in maximising performance levels and also provides a useful mechanism for increasing morale and retention. This ensures that knowledge of our differentiated product offering remains in our stores, thereby enhancing customer service. Training for the UK, Republic of Ireland and International stores is provided by the Group’s long-established training function. The Training team now includes a fascia-specific Training Manager for Size? along with training support for Head Office (including extended support for the Multichannel and IT departments) and the Kingsway Distribution Centre. The training function produces, designs and delivers various programmes for all fascias and territories in order to ensure operational consistency throughout the Group. Training received by all retail personnel is quality-controlled and measured via the use of electronic assessments. There are 36 types of electronic assessments across all retail fascias, covering all progression levels within the business. Training and development is provided across a number of areas: No. of courses in a year 23 3 60 40 24 Length of course 5 days 12 weeks 4 hours 0.5 day 0.5 day Average Number of attendees on each course 16 20 10 10 10 New Retail Management Induction Retail Training Academy Junior Retail Management Development Miscellaneous Management Development (including Retail & Head Office) Head Office Induction Chausport and Sprinter operate their own training programmes which are more suited to those particular fascias. Equality and Diversity The Group is committed to promoting policies which are designed to ensure that employees and those who seek to work for the Group are treated equally regardless of sex, marital status, creed, colour, race, religion or ethnic origin. The Group gives full and fair consideration to applications for employment by people who are disabled, to continue whenever possible the development of staff who become disabled and to provide equal opportunities for the career development of disabled employees. It is also Group policy to provide opportunities for the large number of people seeking flexible or part time hours. A breakdown by gender of the number of employees who were Directors of the Company, Senior Managers and other employees as at 31 January 2015, is set out below. PLC Board Senior Managers* Male Female 4 91 - 36 Total 4 127 All Employees 8,274 7,551 15,825 % Male 100% 72% 52% % Female - 28% 48% * Senior Managers is defined as - 1) persons responsible for planning, directing or controlling the activities of the Company, or a strategically significant part of the Company, other than Company Directors and; 2) any other Directors of subsidiary undertakings Communication The number and geographic dispersion of the Group’s operating locations make it difficult, but essential, to communicate effectively with employees. Communication with retail staff is primarily achieved through the management in the regional and area operational structures. In addition, formal communications informing all employees of the financial performance of the Group are issued on a regular basis by the Group’s Human Resources Department in the form of ‘Team Briefs’. This department also produces a booklet four times a year for distribution within the Group’s Head Office and Warehouse called People 1st. Health and Safety We are committed to ensuring a safe environment for all of our employees and customers and actively encourage a positive health and safety culture throughout the organisation. The Group recognises its responsibility for health and safety and there is accountability throughout the various management levels within the business. Our commitment to Health and Safety is best evidenced as follows: • The Health and Safety team has been further strengthened in the year to provide direct support for our main distribution centre in Rochdale. • We have continued to develop a comprehensive induction and training programme which is regarded as an essential part of our commitment to health and safety. Our monthly newsletter ensures that the safety message is communicated effectively throughout the Group. 56 Strategic Report Corporate and Social Responsibility (Continued) • Our Health and Safety Committee meets four times a year allowing every employee the opportunity to raise any safety concerns through their nominated representative. • The Health and Safety team has input into all our new and refitted stores from the initial design through to opening. The team conducts its own audit programme to ensure the highest safety standards during the construction phase of all our shop-fit projects. • The Health and Safety team regularly review the management processes we have in place, with the aim of maintaining our high standards, whilst adapting to business and legislative changes. • A report is produced on a monthly basis to ensure that the Board is kept regularly informed on the Group’s health and safety performance. • Targets are set to enable measurement of performance. During the year we have seen positive improvements in these areas demonstrating the further development of a positive safety culture within the organisation including: - Reportable employee accident numbers remained constant following a reduction of 15% in the prior year. - Local authority inspection numbers decreased by 33%. - Fire officer inspections numbers decreased by 9%. - Enforcement action remained constant. - Area Manager health and safety performance remained constant. Environment The Group recognises that it has a responsibility to manage the impact that its businesses have on the environment and are committed to carrying out its activities with due consideration for the potential environmental impact both now and in the future. We continue to comply with the UK Government’s carbon reduction commitment and have the following as the key areas of focus: • Ensuring efficient use of energy and other materials. • Maximising the amount of waste which is recycled. • Ensuring compliance with relevant legislation and codes of best practice. Energy Basic Principals The Group’s core business is Retail and it is the Group’s aim to give customers an enjoyable retail experience with goods presented attractively in an environment that is both well-lit and has a pleasant ambient temperature. However, the Group accepts that all the businesses within it must be responsible in their energy usage and associated carbon emissions. This policy applies in all territories. Carbon Management Programme The Group maintains a Carbon Management Programme (‘CMP’) which is sponsored by the Chief Financial Officer and is reviewed regularly. The objectives of this programme are: Objective 1. Understand the drivers and timing of usage by continued investment in energy ‘smart’ meters. 2. Reduce energy usage in non-trading periods. 3. Reduce energy usage through investment in lighting technology. 4. Reduce energy usage through staff awareness and training. 5. Purchase energy competitively from sustainable sources wherever possible. 6. Ensure all business activities are aware of their impact on energy consumption. 7. Ensure that the CMP applies to all businesses in all territories. Action & Progress This has now been achieved in over 531 of the Group’s sites with ongoing rollout planned in remaining sites. Combined with the stores where accurate and timely usage data is already received from mandatory half hourly meters, this means that in excess of 96% of the UK and Republic of Ireland electricity consumption and 72% of gas consumption is automatically measured every 30 minutes. In the period to 31 January 2015, the Group has invested in Building Management Systems in 150 of its highest energy consuming stores in the UK. The project covers all fascias and is delivering average energy savings of 20% and a payback in less than 12 months. This technology is now fitted in all new stores as standard with further retrofits scheduled for 2015. Working with our preferred lighting suppliers, we have improved the design of the 23 Watt LED lamps, which are used as standard in all new shopfits, delivering an 11% improvement in power efficiency compared to the previous design. Our standard retail LED lamps now use approximately 60% less electricity compared to the 70 Watt conventional lamps which were used as standard in 2010. Retail staff have a key role to play in the execution of the CMP. All new managers receive training in energy management as part of their wider training programme. The Group has placed new supply contracts in the UK (except Northern Ireland) and renewed with Airtricity (whole island of Ireland) in 2014. Both contracts are to supply the Group’s core businesses with 100% of its electricity requirement from either renewable or other sustainable sources. Newly acquired businesses are migrated to these contracts when possible. A multi-disciplined approach to the CMP is adopted with considerable focus also given to reducing usage in the Group’s warehouses and offices. The CMP applies to all business in the Group. We work closely with the local management after acquisition to identify gaps and implement group strategies. 57 Annual Report & Accounts 2015 Corporate and Social Responsibility (Continued) KPIs The Group is committed to using and subsequently reporting on appropriate KPIs with regards to energy usage. Accordingly, the Group can report the following which have been calculated based on the GHG Protocol Corporate Standard using emissions factors from UK government conversion factor guidance for the year reported. The emissions reported correspond with our financial year and reflect emissions from the leased and controlled assets for which the Group is responsible. Emissions are predominately from electricity use and delivery vehicle fuel consumption for our UK operations. Emissions from the Group’s overseas operations are low relative to UK activities. Global GHG emissions from: Combustion of fuels & operation of facilities (i) Purchased electricity, heat, stream & cooling Intensity measurement (ii) Emissions reported above normalised to per £m revenue 2014/15 Tonnes CO2 Equivalent 2013/14 Tonnes CO2 Equivalent 6,150 34,564 6,724 33,216 29 33 (i) Excludes facility F-Gas emissions (ii) Like for like revenues for businesses that have contributed full years both years The following businesses are excluded from the data above as their contribution is not considered material at this time: • JD Sports Fashion GmbH • Kooga Rugby Limited • Mainline Menswear Limited • Source Lab Limited • Tiso Group Limited • JD Sports Fashion SRL Whilst it is not mandatory, the Group remains committed to presenting data with regards to energy usage and carbon footprint on a ‘like for like’ basis in respect of those locations in the Group’s core operations in the UK and Republic of Ireland that have been present for the full year in both years: % Change Objectives For The Period To January 2016 The Group is committed to investing in the necessary resources to help achieve its targets on reducing carbon emissions, with the following works planned for the year to 30 January 2016: • Continue to expand the reach of the CMP by working with the newly acquired businesses • Retrofit further stores with the 23 Watt LEDs for retail lighting thereby further reducing energy consumption and heat gain in the retail environment • Further investment in the use of building management systems to allow remote monitoring and control of building services • Review energy usage and practices at the main warehouse in Kingsway, Rochdale • Conduct investment grade energy surveys across the property portfolio which go beyond our ESOS obligations Interaction with Pentland Group Plc Under the current rules of the statutory Carbon Reduction Commitment Energy Efficiency scheme (‘CRC’), the Group’s submission to the UK Environment Agency is aggregated with that of Pentland Group Plc who is the Group’s ultimate holding company (see note 35). The Group continues to work closely with Pentland Group Plc on ensuring an efficient process with regards to the emissions trading scheme which was introduced in April 2010, as part of the CRC. Recycling Wherever possible, cardboard (the major packaging constituent) is taken back to the Group’s distribution centres. The cardboard is then baled and passed to recycling businesses for reprocessing. During the year, the amount of cardboard recycled increased further to 1,322 tonnes (2014: 993 tonnes). The Group has expanded its use of the Dry Mixed Recycling (‘DMR’) scheme to all pre-existing stores and businesses in the UK, Ireland and The Netherlands to divert as much waste as possible away from landfill. The scheme will be rolled out to other newly acquired businesses as soon as this is possible. In the period to 31 January 2015 we recycled 92% (2014: 89%) of our DMR waste with the remainder being used as an energy-from-waste (EfW) material. Our Kingsway Distribution Facility continues to be a zero waste to landfill site. In addition to the DMR scheme, there are four other main elements to our recycling strategy: • Confidential paper waste is shredded on collection by a recycling business. This business provides a ‘Certificate of Environmental Accomplishment’ which states that the shredded paper, which was collected in the year, was the equivalent of 2,862 trees (2014: 2,884 trees) -4% • Photocopier and printer toners (laser and ink) are collected and recycled for charity by Environmental Business Products Limited • Food waste is separated where possible and reused in the production of compost Energy Usage – Electricity (MWh) Energy Usage – Natural Gas (MWh) Total Energy Use (MWh) Carbon Footprint (Tonnes CO2) 2015 2014 56,080 58,254 2,474 58,554 28,232 2,809 61,063 29,370 58 Strategic Report Corporate and Social Responsibility (Continued) Plastic Bags Approximately 35% of the bags issued by the Group’s like for like businesses are high quality drawstring duffle bags, which are generally reused by customers many times. However, the Group is aware of the environmental impact of plastic bags and has sought to minimise any impact through the following measures: • The bags are made from 33% recycled material • The bags contain an oxo-biodegradable additive, which means that they degrade totally over a relatively short life span The use of this material has also been adopted in an additional 60% of the Group’s plastic bags handed out to customers. The Group uses paper-based bags rather than plastic bags in its stores in the Republic of Ireland and we are also fully compliant with the carrier bag charge scheme introduced by the devolved administrations in Wales, Scotland and Northern Ireland. Human Rights The Group endorses the principles set out in the United Nations Universal Declaration of Human Rights and the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work which seek to ensure safe and fair working conditions on a global scale. Our suppliers are selected upon and contractually committed to the Group on the basis of their adherence to these principles. Ethical Sourcing The Group seeks to provide its customers with high quality and value merchandise from suppliers who can demonstrate compliance with internationally accepted core labour and ethical standards throughout their supply chain. These standards are based upon the provisions of the Ethical Trading Initiative (‘ETI’) Base Code and specifically cover areas such as wages, working hours, health and safety and the right to freedom of association. The Group requires all of its suppliers, both existing and new, to formally commit to implementing the provisions of the ETI Base Code throughout their supply chains. Prior to any orders being placed, all new suppliers are required to complete the Group’s risk assessment form to indicate their degree of compliance to the ETI Base Code. All existing suppliers are also required to conduct this assessment on an annual basis. These forms are reviewed by the Group’s Compliance team and any areas of concern with regard to potential non-compliance are investigated when visiting the factories concerned. These reports are shared by the Group in a central base and those travelling are encouraged to take all documentation from the base with them when visiting the factories so that follow up can be done on a continual basis. The Group has engaged Asia Inspections to complete an audit and compliance programme of the Group’s current suppliers to the ETI Base Code standard. Asia Inspections is a global quality and compliance solutions provider which performs factory audits. In the year to 31 January 2015, 60% of the current supplier base was audited with the results reported to the Group Sourcing and Supply Chain Manager. Our Supply base has been reduced in this period by 40% as the Group amalgamates its sourcing strategy. Due to the diverse nature and scope of the supply chain, it is not always possible to visit all of the factories directly. Where instances of non-compliance are identified from the risk assessment forms/and or audits and the supplier cannot be visited, they are required to provide evidence of corrective action and subsequently re-graded against the initial report. These actions will be verified directly by the Group’s Compliance team as soon as practically possible on a future visit. All suppliers are contractually obliged to comply with the Group’s Conditions of Supply which includes a specific policy on ‘Employment Standards for Suppliers’. Our Communities The Group seeks to be involved in the community where it can make an appropriate contribution from its resources and skills base. In 2011 we undertook a three year commitment to The Christie Hospital to help raise £500,000 for the teenage cancer unit. The fundraising events have included Team JD running the BUPA Great Manchester Run and our successful charity balls. In 2014 we exceeded our nominated charity target and raised a total of £518,000. The funds raised through the partnership has helped The Christie to build and develop the UK’s premier young oncology unit, helping to fund vital research into new treatments, provide equipment, counseling, activities for the young patients and support for their families. Other examples of community engagement include: • We sponsor a Special Needs school in Coimbatore, India which accommodates 30 children who have Cerebral Palsy, Down’s syndrome, deafness and autism. We have paid for one year’s education for each child. • In addition we sent each child at the school a Christmas present box which was delivered to them on Christmas Eve. Donations from within the Head Office also funded four cartons of toys to be sent to an orphanage in the same area. • We made a donation to The Marina Dalglish Appeal of £4,000 to improve cancer treatment facilities in Liverpool. • We made donations of £8,000 to Cancer Research UK and £500 to Children with Cancer. Brian Small Chief Financial Officer 15 April 2015 59 Annual Report & Accounts 2015 The Board Peter Cowgill Executive Chairman and Chairman of the Nomination Committee - Aged 62 Peter was appointed Executive Chairman in March 2004. He was previously Finance Director of the Group until his resignation in June 2001. He is a Non-Executive Chairman of United Carpets Plc and also held the position of Non- Executive Chairman of MBL Group Plc until June 2014. Brian Small Chief Financial Officer - Aged 58 Brian was appointed Chief Financial Officer 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 an accountant with Price Waterhouse in 1981. Andrew Leslie Non-Executive Director, Chairman of the Remuneration Committee and Member of the Audit and Nomination Committees - Aged 68 Andrew was appointed to the Board in May 2010. He has over 40 years of experience in the retail, footwear and apparel sectors. He was an Executive Board Director of Pentland Brands Plc, from which he retired in 2008. During his career, Andrew also held a number of senior positions with British Shoe Corporation, The Burton Group Plc and Timpson Shoes Limited. Martin Davies Non-Executive Director, Chairman of the Audit Committee and Member of the Remuneration and Nomination Committees - Aged 55 Martin was appointed to the Board in October 2012. Martin also holds the position of Chairman of Sentric Music Limited. He was previously Group Chief Executive of Holidaybreak Plc from 2010 until its sale to Cox and Kings Limited in 2011. He joined the Board of Holidaybreak Plc in 2007 when it acquired PGL where he had been Chief Executive. He left Holidaybreak Plc in 2012. Previously, he has had roles at Allied Breweries, Kingfisher and Woolworths. 60 Governance Directors’ Report The Directors present their Annual Report and the audited financial statements of JD Sports Fashion Plc (the ‘Company’) and its subsidiaries (together referred to as the ‘Group’) for the 52 week period ended 31 January 2015. The Board considers that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. Principal Activity The principal activity of the Group is the retail of branded sports fashionwear and outdoor clothing and equipment. In accordance with the Companies Act 2006, a review of the business providing a comprehensive analysis of the main trends and factors likely to affect the development, performance and position of the business, including environmental, employee, social, community and human rights issues, together with the Group’s Key Performance Indicators and a description of the principal risks and uncertainties facing the business is detailed in the Strategy Report on pages 47 to 59. All the information set out in those sections is incorporated by reference into, and is deemed to form part of, this report. The Corporate Governance Report (pages 63 to 66) and the Directors’ Remuneration Report (pages 67 to 75) are incorporated by reference into, and are deemed to form part of, this report. Share Capital As at 1 February 2014, the Company’s issued share capital was £2,433,083, comprising 48,661,658 ordinary shares of 5p each. However, following a reorganisation of the Company’s share capital as approved by the shareholders at the 2014 Annual General Meeting (AGM) held on 26 June 2014, each 5p ordinary share was subdivided into 4 ordinary shares of 1.25p each. The issued share capital following the 2014 AGM was £2,433,083, comprising 194,646,632 ordinary shares of 1.25p each. The new 1.25p ordinary shares were admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange on 30 June 2014. As at 31 January 2015 the Company’s issued share capital is £2,433,083, comprising 194,646,632 ordinary shares of 1.25p each. Shareholder and Voting Rights All members who hold ordinary shares are entitled to attend and vote at the Company’s Annual General Meeting. On a show of hands at a general meeting, every member present in person or by proxy shall have one vote and, on a poll, every member present in person or by proxy shall have one vote for every ordinary share they hold. Subject to relevant statutory provisions and the Company’s Articles of Association, holders of ordinary shares are entitled to a dividend where declared or paid out of profits available for such purposes. Restrictions on Transfer of Shares The restrictions on the transfer of shares in the Company are as follows: • The Board may, in absolute discretion, refuse to register any transfer of shares which are not fully paid up (but not so as to prevent dealings in listed shares from taking place), or which is in favour of more than four persons jointly or which is in relation to more than one class of share. • Certain restrictions may, from time to time, be imposed by laws and regulations (for example, insider trading laws). • Restrictions apply pursuant to the Listing Rules of the Financial Services Authority whereby Directors and certain of the Group’s employees require prior approval to deal in the Company’s shares. The Company is not aware of any arrangement between its shareholders that may result in restrictions on the transfer of shares and/or voting rights. Authority to Purchase Own Shares A resolution was passed at the 2014 Annual General Meeting giving Directors authority to buy back ordinary shares up to a maximum of 10% of the total issued ordinary share capital of the Company. As at the date of this report no shares have been purchased under this authority. Substantial Interests in Share Capital As at 31 January 2015 the Company has been advised of the following significant holdings of voting rights in its ordinary share capital pursuant to the Disclosure and Transparency Rules of the Financial Conduct Authority (‘DTRs’): Number of ordinary shares/ voting rights held % of Ordinary share capital Pentland Group Plc Sports World International Ltd Aberforth Partners Fidelity Management and Research LLC 111,854,888 22,301,020 18,367,614 10,077,300 57.47 11.46 9.44 5.18 The Company has not been notified of any significant changes in interests pursuant to the DTRs between 31 January 2015 and the date of this report. Relationship Agreement In accordance with LR 9.2.2AR (2) (a), the Company has entered into a written and legally binding relationship agreement with its controlling shareholder Pentland Group Plc. So far as the Company is aware, the independence provisions included within the relationship agreement have been complied with during the period since the agreement has been in force. 61 Annual Report & Accounts 2015 Directors’ Report (Continued) Directors The names and roles of the current Directors together with brief biographical details are given on page 60. The Directors are responsible for the management of the business of the Company and, subject to law and the Company’s Articles of Association (‘Articles’), the Directors may exercise all of the powers of the Company and may delegate their power and discretion to committees. The number of Directors at any one point in time shall not be less than two. The Articles give the Directors power to appoint and replace Directors. Any Director so appointed shall hold office only until the dissolution of the first AGM of the Company following appointment unless they are re-elected during such meeting. The Articles require that, at each AGM of the Company, any Director who was elected or last re-elected at or before the AGM held in the third calendar year before the then current calendar year must retire by rotation and such further Directors must retire by rotation so that in total not less than one third of the Directors retire by rotation each year. A retiring Director is eligible for re-election. However in accordance with the UK Corporate Governance Code the Board has determined that all Directors will stand for re-election at the 2015 AGM. Amendment of the Company’s Articles of Association The Company’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders. Change of Control – Significant Agreements In the event of a change of control of the Company, the Company and the lenders of the £155 million bank syndicated facility shall enter into an agreement to determine how to continue the facility. If no agreement is reached within 20 business days of the date of change in control, the lenders may, by giving not less than 10 business days’ notice to the Company, cancel the facility and declare all outstanding loans, together with accrued interest and all other amounts accrued immediately due and payable. Contractual Arrangements Essential to the Business of the Group The Board considers that continuing supply from Nike and adidas, being the main suppliers of third party branded sporting products, to the Group’s core sports fashion retail operation is essential to the business of the Group. Employees The Group communicates with its employees through team briefs and via the Company’s intranet and notice boards. Views of employees are sought 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 significant organisational changes. The Group’s employee remuneration strategy is set out in the Remuneration Report on pages 67 to 75. or disability. Recruitment, promotion and the availability of training are based on the suitability of any applicant for the job 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 Group, every effort is made to continue employment and training within their existing capacity wherever practicable, or failing that, in some alternative suitable capacity. Auditor KPMG LLP have indicated their willingness to continue in office as auditor of the Company. A resolution proposing their re-appointment will be proposed to shareholders at the forthcoming AGM. Disclosure of Information to the Auditor Each person who is a Director at the date of approval of this report confirms that: • So far as he is aware, there is no relevant audit information of which the Company’s auditor is unaware; and • Each Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Going Concern After making enquiries, the Directors have a reasonable expectation that the Company, and the Group as a whole, has adequate resources to continue in operational existence for the foreseeable future. For this reason, the financial statements have been prepared on a going concern basis. Annual General Meeting (AGM) The Company’s AGM will be held at 1pm on 17 June 2015 at Edinburgh House, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR. The notice of this year’s AGM is included in a separate circular to shareholders and will be sent out at least 20 working days before the meeting. This notice will be available to view under the ‘Investors’ section of the Company’s website, www.jdplc.com/investor-relations. The Directors consider that each of the proposed resolutions to be presented at the AGM is in the best interests of the Company and its shareholders and employees as a whole and most likely to promote the success of the Company for the benefit of its shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of each of the proposed resolutions, as the Directors intend to do in respect of their own shareholdings. By order of the Board The Group is committed to promote equal opportunities in employment regardless of employees’ or potential employees’ sex, marital status, creed, colour, race, religion, ethnic origin Brian Small Chief Financial Officer 15 April 2015 62 Governance Corporate Governance Report Compliance with good corporate governance is important to the Board. This report sets out how the Company has applied the main principles set out in the UK Corporate Governance Code published by the Financial Reporting Council in September 2012 (‘the Code’) and the extent to which the Company has complied with the provisions of the Code. The Board has chosen not to adopt early the provisions of the UK Corporate Governance Code published in September 2014 (‘New Code’) but will seek to apply the New Code during the 2015/2016 financial year. The Board The Board currently consists of four Directors; an Executive Chairman, one other Executive Director and two Non-Executive Directors. Martin Davies is the senior independent Non-Executive Director. The name, position and brief profile of each Director is set out on page 60. Barry Bown who held the position of Chief Executive, stepped down from the Board on 30 May 2014. The composition of the Board is kept under review and changes are made when appropriate and in the best interests of the Group. The Board considers that its composition during the year had the necessary balance of Executive and Non-Executive Directors providing the desired blend of skills, experience and judgment appropriate for the needs of the Group’s business and overall effectiveness of the Board. In accordance with the provisions of the Code each Director offers himself for re-election on an annual basis. The independence of the Non-Executive Directors is considered by the Board on an annual basis. Both Non-Executive Directors are considered to be independent by the Board. Andrew Leslie was formerly an Executive Director of Pentland Brands Plc, a subsidiary of Pentland Group Plc (‘Pentland’), the Company’s largest shareholder. Andrew Leslie does not represent the interests of Pentland on the Board and retired from Pentland Brands Plc in 2008. The Board believes that the Non-Executive Directors have provided ample guidance to the Board and perform an effective role in challenging the Executive Directors when appropriate. From time to time the Executive Chairman meets with the Non- Executive Directors without the other Directors present to discuss Board performance and other matters considered appropriate. The Board considers that all the Directors are able to devote sufficient time to their duties as Directors of the Company. The brief biographical detail on page 60 includes details of the Chairman’s other directorships of listed companies. The Board is satisfied that these appointments do not conflict with the Chairman’s ability to carry out his role effectively for the Group. Under the Company’s Articles of Association, all Directors are required to retire and offer themselves for re-election every three years. However, in accordance with the Code, all Directors will retire and offer themselves for re-election at the 2015 AGM. Board Operation The Board is responsible for the direction, management and performance of the Company. The Board held nine scheduled meetings during the year under review and ad hoc meetings were held between scheduled meetings where required. Directors’ attendance at scheduled Board and Committee meetings is set out in the table below. The Board is responsible for providing effective leadership and promoting the success of the Group. The Board has a formal schedule of matters reserved specifically to it for decisions which include major strategic matters, approval of financial statements, acquisitions and disposals and significant capital projects. The Board delegates certain powers to Board Committees as set out below. Board papers are circulated to Directors prior to Board meetings which include up-to-date financial information, reports from the Executive Directors and papers on major issues for consideration by the Board. The Board has a formal procedure for Directors to obtain independent professional advice. All Board members have full access to the Company Secretary who is a fully admitted solicitor and attends all Board and Committee meetings. The Company Secretary is responsible for advising the Board on Corporate Governance matters. The appointment and removal of the Company Secretary is a matter for the Board as a whole to determine. Jane Brisley resigned as the Company Secretary and was replaced by Andrew Batchelor with effect from 24 September 2014. All newly appointed Directors receive an appropriate induction when they join the Board. Relevant training is arranged as and when deemed appropriate. A performance evaluation of the Board, its Committees and individual Directors was conducted during the year. This consisted of an internally run exercise conducted through the completion by each Director of a questionnaire prepared by the Company Secretary which encourages each Director to give his opinions on Board and Committee procedures, operation and effectiveness as well as any other matter they wish to raise. A separate questionnaire was completed by the Directors (other than the Executive Chairman) in relation to the performance of the Executive Chairman with the Senior Independent Director discussing the resulting feedback with the other Non-Executive Directors, taking into account the views of the other Executive Directors (excluding the Executive Chairman). The feedback from the evaluation process is used by the Board to identify strengths and development areas and confirmed that the Board and its Committees were operating effectively. The Board determined that an internal performance evaluation exercise was appropriate. The Company, through its majority shareholder Pentland Group Plc, maintains appropriate Directors’ and Officers’ liability insurance. Attendance at Board and Committee Meetings Board Meetings Remuneration Committee Audit Committee Nomination Committee Number of Meetings in Year P Cowgill B Bown (1) B Small A Leslie M Davies 8 3 8 8 8 4(2) - 4(2) 6 6 3(2) 1(2) 3(2) 3 3 2 - 2 2 2 63 Annual Report & Accounts 2015 Corporate Governance Report (Continued) Notes: • Reviewing the Company’s risk register and internal controls. (1) B Bown served on the Board for part of the year, having stood • Consideration of whether an internal audit function should down on 30 May 2014. be established. (2) P Cowgill and B Small attended the Remuneration Committee meetings and the Audit Committee meetings at the invitation of the members of those Committees. B Bown attended an Audit Committee meeting at the invitation of the members of that Committee. Conflicts of Interest The Company’s Articles of Association permit the Board to consider and, if it sees fit, to authorise situations where a Director has an interest that conflicts, or possibly could conflict, with the interests of the Company. The Board considers that the procedures it has in place for reporting and considering conflicts of interest are effective. Board Committees There are three principal Board Committees to which the Board has delegated certain of its responsibilities. The terms of reference for all three Committees are available for inspection on request and are available on the Company’s corporate website www.jdplc.com. Audit Committee Membership and Meetings The Audit Committee currently comprises two independent Non- Executive Directors, Martin Davies and Andrew Leslie. Martin Davies chairs the Audit Committee. The Audit Committee met three times in the year with the external auditor attending each meeting. Details of attendance at Audit Committee meetings are set out in the table on page 63. Principal Duties The Committee’s principal duties are to review draft annual and interim financial statements prior to being submitted to the Board, reviewing the effectiveness of the Group’s system of internal control and risk management and to review the performance and cost effectiveness of the external auditor. Main Activities During the Year The Committee’s activities included: • Reviewing the Group’s draft financial statements and interim results statement prior to Board approval and reviewing the external auditor’s detailed reports thereon including internal controls. • Reviewing regularly the potential impact on the Group’s financial statements of certain matters such as impairments of fixed asset values and proposed International Accounting Standards. Financial Statements and Significant Accounting Matters The Committee is responsible for reviewing the Group’s draft financial statements and interim results statement prior to Board approval. As part of such review, the Committee considers whether suitable accounting policies have been adopted and appropriate judgments have been made by management. The Committee also reviews reports by the external auditor on the full year and half year results. The following are material areas in which significant judgments have been applied and have been considered by the Committee during the year: Impairment of Goodwill and Intangible Assets The Committee considered the assumptions underlying the calculation of the value in use of the cash generating units being tested for impairment, primarily the achievement of the short term business plan, the assumptions on discount rates and long term growth rates. The Committee reviewed the budgets and business plans that support the impairment reviews and challenged the key assumptions used and are comfortable that they represent management’s best estimate at the time. The external auditor provides to the Committee detailed explanations of the results of their review of the estimate of the value in use, including their challenge of management’s underlying cash flow projections, the key growth assumptions and discount rates. The Committee has also reviewed the disclosures in the financial statements. During the year the Committee reviewed the value in use of the Blacks goodwill and the growth assumptions used in this estimate and an impairment of £2.5m has been recognised in the current year. The Committee also reviewed the value in use of the Blacks and Millets fascia names and, after performing relevant sensitivity analyses, believe that these values are recoverable. Further information on these are provided in note 14. Valuation of Inventories The Committee considered the assumptions used in the inventory obsolescence provision models across the Group. The valuation of inventories is a principal risk for the Group as its retail businesses are highly seasonal. The Committee reviews the provision models and challenges management on the key judgements made over aged stock and the level of proceeds for aged stock. The external auditor reports to the Committee on the work they have completed and how their audit work is concentrated on this area. • Reviewing the external auditor’s plan for the audit of the External Auditor Group’s financial statements, key risks of misstatement in the financial statements, confirmations of auditor independence, audit fee and terms of engagement of the auditor. • Reviewing the independence and effectiveness of the Group’s external auditor. • Reviewing the arrangements in place for employees to be able to raise matters of possible impropriety in confidence to ensure they remain appropriate. A breakdown of the audit and non-audit related fees is set out in note 3 to the Consolidated Financial Statements on page 90. Non-audit work was comprised mainly of tax and other project work and was undertaken by the external auditor due to their knowledge and understanding of the Group’s business and in the interests of efficiency. Larger pieces of non-audit work were awarded following a tender process. The Company has instructed other firms to provide non-audit services from time to time in 64 Governance Corporate Governance Report (Continued) prior years and the Committee will keep the level of non-audit work performed by the auditor under review. The Committee is satisfied that the level and scope of non-audit services performed by the external auditor does not impact their independence. During the year, the Committee has adopted a formal policy on the provision of non-audit services by the external auditor. The objective of the policy is to ensure the external auditor’s independence is maintained and to establish appropriate approval levels prior to non-audit work being undertaken by the external auditor. Under the policy, any non-audit services to be undertaken by the auditor require advance authorisation in accordance with the following: • Work in excess of £100,000 – Committee approval required. • For individual pieces of work between £20,000 and £100,000 – Executive Chairman approval required. • For individual pieces of work below £20,000 – Chief Financial Officer approval required. KPMG have acted as auditor to the Company since its flotation in 1996 and no tender exercise has been conducted to date. The lead partner is subject to rotation every five years to safeguard independence, with a new lead partner being appointed to lead the audit for the 2014/15 financial year. In light of the Code and the recent conclusions of the Competition Commission, the Committee will keep under review the appropriate timing for a formal tender. In the meantime, the Board believes it is important that the auditor is independent from the auditor of the Company’s majority shareholder. The Committee keeps under review the relationship between the Group and external auditor and, having considered the external auditor’s performance during their period in office and being satisfied that the external auditor continues to be independent, recommends their reappointment. Internal Audit The Company does not currently have an internal audit function. The Committee considers on an annual basis whether an internal auditor should be recruited and at the current time has determined that this is not necessary due to the centralised nature of the Group’s core operations and the Group’s experienced Loss Control team who play an effective role in limiting shrinkage, theft and fraud. The Loss Control Director reports to the Board on a quarterly basis. Remuneration Committee The Remuneration Committee currently comprises two independent Non-Executive Directors, Andrew Leslie and Martin Davies. Andrew Leslie is the chair of the Remuneration Committee. The Committee’s principal duties are to determine overall Group remuneration policy, remuneration packages for Executive Directors and senior management, the terms of Executive Director service contracts, the terms of any performance-related schemes operated by the Group and awards thereunder. The Committee met six times during the year. Details of attendance at Remuneration Committee meetings are set out in the table on page 63. Further details about Directors’ remuneration are set out in the Directors’ Remuneration Report on pages 67 to 75. Nomination Committee The Nomination Committee currently comprises Peter Cowgill, the Executive Chairman and two independent Non-Executive Directors, Andrew Leslie and Martin Davies. The Executive Chairman is the chair of the Nominations Committee. The Committee’s principal duties are to consider the size, structure and composition of the Board, ensure appropriate succession plans are in place for the Board and senior management and, where necessary, consider new appointments to the Board and senior management. The Nominations Committee met twice during the financial year principally to engage an external recruitment consultancy to undertake a search for an additional Non-Executive Director for the Board and to oversee the subsequent recruitment process. From time to time the full Board performs some of the duties of the Nomination Committee, as was the case during the year under review. In addition, regular informal discussions on Board structure, succession and performance take place between the Non-Executive Directors and the Executive Chairman. Board Composition and Diversity The Board is mindful of the recommendations of the Davies Review. The Board’s overriding aim is to make appointments based on merit and against objective criteria. The Board undertook a search exercise led by the Senior Independent Director, employing the professional services of Korn Ferry (a recruitment and executive search consultancy) during the financial year with a view to appointing a further independent Non-Executive Director. The search had due regard to the benefits of diversity on the Board, including gender diversity, as well as relevant experience against an agreed criteria. Unfortunately a suitable candidate could not be found and the search has been renewed in 2015. In January 2015 the Board adopted a diversity policy which seeks to recognise and promote the benefits which diversity can bring to the Group and its operations. Internal Control There is an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. This process has been in place for the year under review and accords with the Turnbull guidance. The Board, in conjunction with the Audit Committee, has full responsibility 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 Board has established a well-defined organisation structure with clear operating procedures, lines of responsibility, delegated authority to executive management and a comprehensive financial reporting process. Key features of the Group’s system of internal control and risk management are: • Identification and monitoring of the business risks facing the Group, with major risks identified and reported to the Audit Committee and the Board. 65 Annual Report & Accounts 2015 Corporate Governance Report (Continued) • Detailed appraisal and authorisation procedures for capital investment. • 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. • 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. • Monitoring of store procedures and the reporting and investigation of suspected fraudulent activities. • Reconciliation and checking of all cash and stock balances and investigation of any material differences. In addition, the Audit Committee receives comprehensive reports from the external auditor in relation to the financial statements and the Group’s system of internal controls. The Group has a formal whistle blowing policy in place enabling employees to raise concerns in relation to the Group’s activities on a confidential basis. The Board has reviewed the effectiveness of the Group’s system of internal controls and believes this to be effective. 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. The integration of recently acquired businesses into the Group’s system of internal controls is achieved as quickly as possible. Shareholder Relations The Executive Directors maintain an active dialogue with the Company’s major shareholders to enhance understanding of their respective objectives. The Executive Chairman provides feedback to the Board on issues raised by major shareholders. This is supplemented by twice yearly formal feedback to the Board on meetings between management, analysts and investors which seeks to convey the financial market’s perception of the Group. The Senior Independent Non-Executive Director is available to shareholders if they have concerns which have not been resolved through dialogue with the Executive Directors, or for which such contact is inappropriate. Major shareholders may meet with the Non-Executive Directors upon request. External brokers’ reports on the Group are circulated to the Board for consideration. In addition, the Non-Executive Directors attend results presentations and analyst and institutional investor meetings whenever possible. The AGM is attended by all Directors, and shareholders are invited to ask questions during the meeting and to meet with Directors after the formal proceedings have ended. Compliance with the Code The Directors consider that during the year under review and to the date of this report, the Company complied with the Code except in relation to the following: - - - Code provision B1.2 – For the first four months of the year more than half of the Board consisted of Executive Directors and so for this period the Company did not comply with this Code provision which requires at least half the Board (excluding the Chairman) to be comprised of independent Non-Executive Directors. However from 30 May 2014, when Barry Bown stepped down from office, half of the Board consisted of Non-Executive Directors. Code provision B.6.2 – The Board did not conduct an externally facilitated evaluation exercise. The Board will keep under consideration on an annual basis whether an externally facilitated exercise is appropriate and would provide value for money. Code provision C.3.1 and D.2.1 – These provisions require there to be three independent Non-Executive Directors on the Audit Committee and Remuneration Committee respectively. Each such Committee was comprised of two independent Non-Executive Directors being the totality of independent Directors of the Company. The Board will keep Committee composition under review and will look to make adjustments as and when a new independent Non-Executive Director is appointed the Board. - Code provision C.3.7 – The audit has not been put out to tender. In light of the Code and the recent conclusions of the Competition Commission, the Committee will keep under review the appropriate timing for a formal tender. This report was approved by the Board and signed on its behalf by: Brian Small Chief Financial Officer 15 April 2015 66 Governance Directors’ Remuneration Report Annual Statement Dear Shareholder The Remuneration Committee (‘Committee’) has focused on ensuring that our policies and actions are appropriate for our business and that they balance the rewards to our Executive Directors for delivering first class financial performance with our medium/long term strategic goals to create long term value for our shareholders. We believe in rewarding our Executives based on their individual and team performance and on the value created for the shareholders. Our annual bonus scheme combines financial targets with medium/long term strategic objectives. A new Long Term Incentive Plan (‘LTIP’) was approved at the Annual General Meeting on 26 June 2014 which is based on the achievement of earnings based financial targets over a three year period. The first awards under the LTIP were made to the Executive Chairman and the Chief Financial Officer in 2014. This Directors’ Remuneration Report (‘Report’) is on the activities of the Committee for the period to 31 January 2015. It sets out the remuneration policy and remuneration details for the Executive and Non-Executive Directors of the Company. There are three sections: - - - This Annual Statement. The Policy Report setting out the Directors’ remuneration policy; and The Annual Report on Remuneration providing details on how the Directors’ remuneration policy will be operated for 2015/2016 and the remuneration earned in the year to 31 January 2015. This Annual Report on Remuneration together with the Annual Statement will be subject to an advisory shareholder vote at the 2015 AGM. This report has been prepared in accordance with Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended in August 2013 (‘Regulations’). The Companies Act 2006 requires the auditor to report to the shareholders on certain parts of the Report and to state whether, in their opinion, those parts of the report have been properly prepared in accordance with the Regulations. The parts of the Annual Report on Remuneration that are subject to audit are indicated in that report. The Committee keeps under review the remuneration policy and specific remuneration packages for the Executive Directors and Senior Managers. The Committee is mindful that our Group operates in a highly competitive retail environment and we seek to ensure that our remuneration policy is appropriate to attract, retain and motivate Executive Directors and Senior Managers of the right calibre to ensure the success of the Company into the future. Summary of Activity • Devising and drafting the Remuneration Policy which was put to shareholders in 2014 and approved at the 2014 AGM; • Agreeing the settlement arrangements for the former Chief Executive Barry Bown who stood down in May 2014; • Agreeing bonus awards for the Executive Directors and Senior Managers in relation to the period 2014/2015; • Granting cash LTIP awards to the Executive Chairman and the Chief Financial Officer; • Reviewing the basic salary of the Executive Chairman and the Chief Financial Officer to ensure these are appropriate for the market in which we operate. With effect from 1 April 2015, the Committee has agreed that the basic salary reviews detailed on page 75 will be implemented. The salary increases equate to a 2% increase for the Executive Chairman and the Chief Financial Officer (which is in line with the general increase for our Head Office employees); • Reviewing the annual bonus awards for the year to 31 January 2015, which are set out on page73, and setting appropriate targets for the 2015/16 financial year. These are based on a combination of financial and non-financial Key Performance Indicators (‘KPIs’) linked to key strategic objectives which are intended to reward our Executive Directors for performance and provide alignment with shareholder interests; • Establishing a new annual bonus and long term incentive plan for Senior Managers for 2015 and future years. Andrew Leslie Chairman of the Remuneration Committee 15 April 2015 67 Annual Report & Accounts 2015 Directors’ Remuneration Report (Continued) Directors’ Remuneration Policy (Unaudited) This Directors’ remuneration policy was approved by shareholders at the AGM held on 26 June 2014 and will, subject to any amendment, remain in force for a period of three years. Remuneration payments and payments for loss of office can only be made to Directors if they are consistent with the approved Directors’ remuneration policy. However, commitments made before the Directors’ remuneration policy came into effect and commitments made before an individual became a director will be honoured even if they are inconsistent with the policy prevailing when the commitment is fulfilled. Policy Overview • The Group operates in a highly competitive retail environment and the Committee seeks to ensure that the level and form of remuneration is appropriate to attract, retain and motivate Executive Directors of the right calibre to ensure the success of the Company into the future. • Remuneration should be aligned with the key corporate metrics that drive earnings growth and increased shareholder value with significant emphasis on performance related pay measured over the longer term. • Incentive arrangements for Executive Directors should provide an appropriate balance between fixed and performance related elements and be capable of providing exceptional levels of total payment if outstanding performance is achieved. Set out below is the Remuneration Policy as approved at the 2014 AGM. Future Policy Table Executive Directors Element of Remuneration Base Salary Purpose and link to strategy To provide competitive fixed level remuneration to attract and retain Executive Directors of the necessary calibre to execute the Group’s strategy and deliver shareholder value. Benefits To ensure the overall package is competitive for Executive Directors. Pension To provide post-retirement benefits for Executive Directors. 68 Operation Maximum Performance targets Not applicable The policy of the Committee is that the salaries of the Executive Directors should be reviewed annually, although it reserves the right to review salaries on a discretionary basis if it believes an adjustment is required to reflect market rates or performance. There is no prescribed maximum annual increase. The Committee is guided by the general increase for the broader employee population but on occasions may need to recognise, for example, an increase in the scale, scope or responsibility of the role as well as market rates. The Committee determines the appropriate level taking in account market practice and individual circumstances. Not applicable Not applicable The rates are set at a level which the Committee considers is appropriate. Current company contribution rates for Executive Directors are shown on page 73. Base salaries for the Executive Directors are reviewed annually by the Committee. The following factors are taken into account when determining base salary levels: • Remuneration levels at comparable quoted UK retail companies • The need for salaries to be competitive • The performance of the individual Executive Director • Experience and responsibilities • Pay for other employees in the Group • The total remuneration available to the Executive Directors and the components thereof and the cost to the Company. Current benefits provision is detailed on page 73. Other benefits may be provided where appropriate including health insurance, life insurance/death in service, travel expenses and relocation. Payments are made into a defined contribution scheme with company contributions set as a percentage of base salary. The Committee has the discretion to pay a cash amount in lieu of a pension contribution (any such payment would not count for the purposes of calculating bonus and LTIP awards). Governance Directors’ Remuneration Report (Continued) Element of Remuneration Annual Bonus Purpose and link to strategy Executive Directors have the opportunity to earn performance related bonuses based on the achievement of financial targets and key performance indicators which incentivise the achievement of the business strategy. Operation Maximum The bonus is paid annually in cash and is non-pensionable. No claw back provisions apply. 100% of salary, however, the Committee has the discretion to award bonuses of up to 200% of salary for exceptional performance. Long Term Incentive Plans To provide the Executive Directors with the opportunity to earn competitive rewards. To align the Executive Directors’ interests more closely with those of the shareholders. To focus the Executive Directors on sustaining and improving the long-term financial performance of the Company and reward them appropriately for doing so. 150% to 200% of base salary. The level of any awards under the LTIP remains under the consideration of the Committee. A new LTIP was approved at the 2014 AGM. Key features of the LTIP are: • Cash awards (not shares). • Three year performance period. • The performance condition can be amended or substituted if events occur which cause the Committee to consider that an amended or substituted performance target would be more appropriate. Any amended or substituted target would not be materially more or less difficult to satisfy. • Malus provisions apply to unvested awards. The Committee can reduce, cancel or impose further conditions on the awards where it considers such action is appropriate. This includes where there has been a material misstatement of the Company’s audited financial results, a serious failure of risk management or serious reputational damage. Performance targets The targets are set by the Committee each year and are based on a combination of financial and strategic KPIs, with target and maximum levels. At least two thirds of the annual bonus will be linked to financial targets. The Committee retains the discretion to adjust the targets in the event of significant corporate activity during the year. The Committee will review the Group’s overall performance before determining final bonus levels. The Committee may in exceptional circumstances amend the bonus payout should this not, in the view of the Committee, reflect the overall business performance or individual contribution. Targets will be disclosed in the following year’s Annual Report. The LTIP will measure financial performance over a 3 year period with targets based on headline earnings during that period. 25% of any award will vest at threshold performance increasing on a straightline basis to 100% for maximum performance. Targets will be disclosed in the annual accounts for the year following a performance period. 69 Annual Report & Accounts 2015 Directors’ Remuneration Report (Continued) Non-Executive Directors Element of Remuneration Non-Executive Director Fees Purpose and link to strategy Set at a level which the Committee considers reflects the time commitment and contributions that are expected from the Non-Executive Directors. Performance targets None. Operation Maximum The policy of the Committee is that the fees paid to Non-Executive Directors should be reviewed annually, although it reserves the right to review fees on a discretionary basis if it believes an adjustment is required to reflect market rates, scope of responsibilities or performance. There is no prescribed maximum annual increase. Cash fee paid. Additional fees based on additional responsibilities, such as acting as Senior Independent Director or serving as Chairman of Board Committees, may be paid. Fees are reviewed on an annual basis. The Non-Executive Directors do not participate in the Company’s incentive arrangements and no pension contributions are made in respect of them. Reasonable travel and subsistence expenses may be paid or reimbursed by the Company. Share Ownership Guidelines The Company does not have a minimum share ownership requirement for the Executive Directors. Given our narrow shareholder base, the Committee considers it impractical to set realistic shareholding targets. Consideration of Shareholder Views The Committee engages directly with major shareholders on key aspects of the remuneration policy and will take into consideration feedback received in relation to the AGM (or otherwise) when next reviewing the policy. Consideration of Employee Conditions Elsewhere in the Group Remuneration arrangements are determined throughout the Group based on the same principle that reward should be achieved for delivery of our business strategy and should be sufficient to attract and retain high calibre talent, without paying more than is necessary. Senior Managers below Board level with a significant ability to influence company results may participate in an annual bonus plan and deferred bonus plan which reward both performance and loyalty and are designed to retain and motivate. Approach to Recruitment Remuneration In the event that a new Executive Director was to be appointed, a remuneration package would be determined consistent with the Directors’ remuneration policy. In particular, new Executive Directors will participate in variable remuneration arrangements on the same basis as existing Executive Directors. In the event that a new Non-Executive Director was to be appointed, the fees payable would be determined consistent with the Directors’ remuneration policy. If it were necessary to attract the right candidate, due consideration would be given to making awards necessary to compensate for forfeited awards in a previous employment. In making any such award, the Committee will take into account any performance conditions attached to the forfeited awards, the form in which they were granted and the timeframe of the forfeited awards. The value of any such award will be capped to be no higher on recruitment than the forfeited awards and will not be pensionable nor count for the purposes of calculating bonus and LTIP awards. The Committee retains the right to exercise the discretion available under Listing Rule 9.4.2 where necessary to put in place an arrangement established specifically to facilitate, in unusual circumstances, the recruitment of a new Executive Director. Where appropriate the Company will offer to pay reasonable relocation expenses for new Executive Directors. In respect of an internal promotion to the Board, any commitments made before the promotion will continue to be honoured even if they would otherwise be inconsistent with the Directors’ remuneration policy prevailing when the commitment is fulfilled. Service Contracts and Payments for Loss of Office Details of the contracts currently in place for Executive Directors are as follows: Date of Contract 16 March 2004 10 March 2004 Notice Period (Months) 12 12 Unexpired Term Rolling 12 months Rolling 12 months P Cowgill B Small It is the Company’s policy that notice periods for Executive Director service contracts are no more than 12 months. In the event of early termination, the Company may make a termination payment not exceeding one year’s salary and benefits. Incidental expenses may also be payable where appropriate. It is in the discretion of the Committee as to whether departing Directors would be paid a bonus. In exercising its discretion on determining the amount payable to an Executive Director on termination of employment, the Board would consider each instance on an individual basis and take into account contractual terms, circumstances of the termination and the commercial interests of the Company. When determining whether a bonus or any other payment should be made to a departing Director, the Committee will ensure that no ‘reward for failure’ is made. The Committee may make a payment to a departing Director for agreeing to enter into enhanced restrictive covenants following termination where it considers that it is in the best interests of the Company to do so. 70 Governance Directors’ Remuneration Report (Continued) 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. The current Executive Director service contracts permit the Company to put an Executive Director on garden leave for a maximum period of three months. The Company may adjust such period as deemed appropriate for any new Executive Directors. The Executive Director service contracts contain a change of control provision whereby if 50% of more of the shares in the Company come under the direct or indirect control of a person or persons acting in concert, an Executive Director may serve notice on the Company, at any time within the 12 month period following a change of control, terminating his employment. Upon termination in these circumstances, an Executive Director will be entitled to a sum equal to 112% of his basic salary (less deductions required by law) and such Executive Director waives any claim for wrongful or unfair dismissal. The Company does not envisage such a provision being contained in any service contracts for any new Executive Directors. The service contracts and letters of appointment are available for inspection by shareholders at the forthcoming AGM and during normal business hours at the Company’s registered office address. LTIP Where cessation of employment is due to ill-health, injury, disability or the sale of the employing entity out of the group, the unvested LTIP award will continue. It will continue to vest in accordance with the original vesting date unless the Committee determines that it should vest as soon as reasonably practicable following the date of cessation. Where cessation of employment is due to death, the LTIP award will, unless the Committee determine otherwise, vest as soon as reasonably practicable following death. Where the Executive Director is dismissed lawfully without notice, the LTIP award will lapse on the date of cessation. In all other circumstances the LTIP award will lapse on the date of cessation of employment unless the Committee determines otherwise, in which case it will determine the extent to which the unvested LTIP award vest taking into account the extent to which the performance target is satisfied at the end of the performance period or, as appropriate, on the date on which employment ceases. The period of time that has elapsed since the start of the performance period to the date of cessation of employment will also be taken into account unless the Committee determines otherwise. In the event of a change of control, LTIP awards will vest at the date of change of control (other than in respect of an internal reorganisation) unless the Committee determines otherwise. Non-Executive Directors The Non-Executive Directors have entered into letters of appointment with the Company which are terminable by the Non-Executive Director or the Company on not less than three months’ notice. Non-Executive Directorships The Board recognises that Executive Directors may be invited to become Non-Executive Directors of other businesses and that the knowledge and experience which they gain in those appointments could be of benefit to the Company. Prior approval of the Board is required before acceptance of any new appointments. During the year to 31 January 2015, only Peter Cowgill held other Non-Executive Directorships. Mr Cowgill resigned from his office as a Non-Executive Director of MBL Group Plc on 17 June 2014. He remains as a Non-Executive Chairman of United Carpets Group Plc. Peter Cowgill has aggregate retained earnings of £53,909 (2014: £72,500) in respect of these offices. Illustrations of Application of Remuneration Policy The chart overleaf illustrates the level of remuneration that would be received by the Executive Directors in accordance with the Directors’ remuneration policy in the year to 30 January 2016. Each bar gives an indication of the minimum amount of remuneration payable at target performance and remuneration payable at maximum performance to each Director under the policy. Each of the bars is broken down to show how the total under each scenario is made up of fixed elements of remuneration and variable remuneration. 71 Annual Report & Accounts 2015 Directors’ Remuneration Report (Continued) Fixed elements of remuneration Variable element of remuneration LTIP (LTIP scheme approved by the shareholders at the 2014 AGM) £1,984k 24% 38% £1,245k 10% 30% £749k 100% 60% 38% £311k 100% £473k 7% 27% 66% £699k 18% 37% 45% Minimum On target Maximum Minimum On target Maximum P. Cowgill Executive Chairman B. Small Chief Financial Officer ) 0 0 0 £ ( n o i t a r e n u m e R 2,500 2,250 2,000 1,750 1,500 1,250 1,000 750 500 250 0 The scenarios in the above graphs are defined as follows: Minimum On Target Performance Maximum Performance Fixed Elements of Remuneration • The base salary is the salary as at 1 April 2015. • The benefits are taken as those in the single figure table on page 73. • The pension is taken as shown in the single figure table on page 73. Annual Bonus (1) Long Term Incentive Plan (2) 0% 0% 50% 25% 100% 150% to 200% Note (1) – the maximum annual bonus has been based on the usual maximum award of 100% of salary Note (2) – The new LTIP was adopted at the 2014 AGM. On target performance is 25% of salary. Maximum performance is 150% of salary in the case of Brian Small and 200% of salary in the case of Peter Cowgill. One third of the award would be earned in the year to 30 January 2016 subject to the performance conditions being met and the rules of the scheme. 72 Governance Directors’ Remuneration Report (Continued) Annual Report on Remuneration Single Total Figure Table (Audited) Peter Cowgill 2015 2014 (5) Barry Bown (1,2) 2015 2014 Brian Small (4) 2015 2014 Colin Archer 2014 Andrew Leslie 2015 2014 Martin Davies 2015 2014 Salary £000 729 718 107 318 255 240 27 36 31 36 31 Loss of Office £000 - - 952 - - - - - - - - Benefits £000 Pension £000 Bonus £000 2 1 1 1 20 20 - - - - - - - 8 25 31 29 - - - - - 732 718 - 318 204 240 - - - - - LTIP £000 488 - - - 127 - - - - - - Special Retention £000 - 1,700 - - - - - - - - - Total £000 1,951 3,137 1,068 662 637 529 27 36 31 36 31 (1) Includes payment for compensation for loss of office. (2) Barry Bown stepped down as Chief Executive on 30 May 2014. (3) Salary reviews effective 1 April annually. (4) In accordance with the remuneration policy £23,000 of the pension contribution shown above for Brian Small has been paid as a cash amount. (5) Represents the third tranche of the Executive Chairman Special Retention Scheme award tranche as disclosed in the Annual Report and Accounts for the year ended 1 February 2014. The full award for all three tranches was subsequently paid in April 2014. The taxable benefits received by the Executive Directors are car benefits and healthcare insurance. Pension contributions are: - Peter Cowgill – 0% of salary - Barry Bown – 8% of salary (contribution ended May 2014) - Brian Small – 12% of salary Statement of Directors’ Shareholding (Audited) The interests of the Directors who held office at 31 January 2015 and their connected persons in the Company’s ordinary shares are shown below: Ordinary Shares of 1.25p each P Cowgill B Small 31 January 2015 1,641,052 95,800 1,736,852 1 February 2014 1,641,052 95,800 1,736,852 There has been no change in the interests of the Directors or their connected persons between 31 January 2015 and the date of this report. The holdings stated above are held directly by the Directors and are not subject to any performance targets. The Directors have no other interests in Company shares. As stated in the Directors’ remuneration policy, the Company does not have a minimum share ownership requirement for Directors. Given our narrow shareholder base, the Committee considers it impractical to set realistic shareholding targets. 73 Annual Report & Accounts 2015 Directors’ Remuneration Report (Continued) Scheme Interests Awards During the Year (Audited) Following approval of the LTIP at the 2014 AGM, Peter Cowgill was granted a cash award of up to £1,463,700 (being 200% of base salary) subject to satisfaction of annual audited earnings based performance targets for the Group over a three year period. Brian Small was granted a cash award of up to £382,500 (being 150% of base salary) on the same basis. The target for the period 2014/2015 was £80m threshold earnings with a maximum payment being achieved where earnings of £88m are achieved with straight line vesting in-between. Threshold earnings are the consolidated earnings on a normalised basis (pre-exceptional and goodwill) as represented in the audited accounts for the period. In the interests of commercial confidence the targets for subsequent years (based on threshold earnings) will be disclosed one year in arrears. Payments to Past Directors (Audited) Barry Bown stepped down as Chief Executive Officer on 30 May 2014. The Company entered into a consultancy agreement with BCB Retail Consultancy Limited and Mr Bown on the same date to provide the consultancy services of Mr Bown to the Company and the wider Pentland Plc group of companies (‘Consultancy Agreement’). The Consultancy Agreement is for a fixed term of three years from 1 June 2014. An annual fee of £100,000 is paid pursuant to this agreement. Loss of Office Payments (Audited) Under the terms of a settlement agreement of May 2014, Barry Bown received the sum of £383,000 in relation to the termination of employment and any claims in relation thereto, together with £2,500 plus VAT towards legal fees. A further sum of £500,000 was paid to Mr Bown in consideration of additional restrictive covenants provided by Mr Bown to the Company. Total Shareholder Return The following graph shows the Total Shareholder Return (‘TSR’) of the Group in comparison to the FTSE All Share General Retailers Index over the past six years. The Committee consider the FTSE All Share General Retailers Index a relevant index for total shareholder return comparison disclosure required under the Regulations as the index represents the broad range of UK quoted retailers. TSR is calculated for each financial year end relative to the base date of 31 January 2009 by taking the percentage change of the market price over the relevant period, re-investing any dividends at the ex-dividend rate. JD Sports Fashion PLC FTSE All Share General Retailers Index 1,200% 1,000% 800% 600% 400% 200% 0% 31/01/09 31/01/10 31/01/11 31/01/12 31/01/13 31/01/14 31/01/15 Executive Chairman’s Remuneration Over Past 5 years (Audited) The total remuneration figures for the Executive Chairman during each of the last 5 financial years are shown in the table below. The total remuneration figure includes the annual bonus based on that year’s performance and LTIP awards based on three year performance periods ending in the relevant financial year. The annual bonus payout and LTIP vesting level as a percentage of the maximum opportunity are also shown for each of these years. Year Ended Total remuneration Annual bonus % LTIP vesting % January 2011 January 2012 January 2013 January 2014 January 2015 1,810 120* 100 2,293 2,045 3,137 75 100 37 100 100 n/a 1,951 100 n/a** * The Committee exercised its discretion in 2011 to award bonuses of 120% of salary as the Group’s performance was considerably above market expectations early in that financial year. ** Whilst the LTIP performance target for the first year has been achieved, final vesting is dependent on the performance measured over the three year period to 28 January 2017. Subject to the performance criteria being achieved over the full three year period, the award will vest on 30 October 2017. Percentage Change in Executive Chairman’s Remuneration (Unaudited) The table below shows the percentage change in the Executive Chairman’s salary, benefits and annual bonus between financial years 1 February 2014 and 31 January 2015 compared to UK Head Office employees in the JD and Size? businesses, being deemed by the Board as the most appropriate comparator group. 74 Governance Directors’ Remuneration Report (Continued) % Change Consideration by Directors of Matters Relating to Directors’ Remuneration (Unaudited) Salary Executive Chairman UK Head Office Employee Average* Benefits Executive Chairman UK Head Office Employee Average* Annual Bonus Executive Chairman (Includes Special Retention Bonus) UK Head Office Employee Average* 2 4 - - (70) 47 * Comparator group as defined above. There are circa 791 employees within this group. Relative Importance of Spend on Pay (Unaudited) The following table shows the Group’s actual spend on pay (for all employees) relative to dividends, tax and retained profits: Staff costs (£’000) Dividends (£’000) Tax (£’000) Retained profits (£’000) 2015 237,620 13,260 20,741 53,971 2014 % Change 213,653 12,871 18,897 41,486 11.2 3.0 9.8 30.1 Implementation of Directors’ Remuneration Policy in 2015/16 (Unaudited) Salaries Following this year’s review, the Committee has determined that salaries for the current year will be revised as follows with effect from 1 April 2015: The Committee comprises two independent Non-Executive Directors, being Andrew Leslie and Martin Davies. Andrew Leslie was appointed as the Chairman of the Committee on 1 October 2013. The Committee assists the Board in determining the Group’s policy on Executive Directors’ remuneration and determines the specific remuneration packages for Senior Executives, including the Executive Directors, on behalf of the Board. Peter Cowgill, the Executive Chairman and Brian Small, the Chief Financial Officer, have assisted the Committee when requested with regards to matters concerning key Executives below Board level. The Committee can obtain independent advice at the Company’s expense where they consider it appropriate and in order to perform their duties. No such advice was obtained during 2014/15. The Committee is formally constituted with written Terms of Reference, which are available on the Company’s corporate website www.jdplc.com. The Committee engages with the major shareholders or other representative groups where appropriate concerning remuneration matters. The Committee is mindful of the Company’s social, ethical and environmental responsibilities and is satisfied that the current remuneration arrangements and policies do not encourage irresponsible behaviour. The Committee has met six times during the year under review with each member attending all the meetings. Details of attendance at the Committee meetings are set out on page 63. Statement of Voting at General Meeting (Unaudited) At last year’s AGM, the Directors’ Remuneration Report received the following votes from shareholders. % 86.39 13.61 2014 AGM 33,849,462 5,333,955 39,183,417 254,811 Previous Salary £000 732 255 New Salary £000 747 260 Percentage Increase 2% 2% P Cowgill B Small Position Against Comparator Group Votes Cast For Votes Cast Against Total Votes Cast Upper Quartile Votes Withheld Lower Quartile This report has been prepared on behalf of the Board The Comparator Group for these purposes is the FTSE 350 companies. The salary increases for P Cowgill and B Small are in line with the general salary increase for Head Office employees. Annual Bonus Performance Targets The targets in respect of the annual bonus for the financial year to 31 January 2015 were £80 million threshold earnings with a maximum payment being achieved where earnings are £88 million. The Board considers that the targets for the financial year to 31 January 2016 are commercially sensitive and so will be disclosed in the 2016 Annual Report. Andrew Leslie Chairman of the Remuneration Committee 15 April 2015 75 Annual Report & Accounts 2015 “ JD’s unique and often exclusive sports and fashion premium brand offer continues to enthuse and excite both customers and suppliers.” Peter Cowgill 76 Financial Statements Statement Of Directors’ Responsibilities in Respect of the Annual Report and the Financial Statements The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements on the same basis. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that are reasonable and prudent; • for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; • for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Parent Company financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. 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. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility Statement of the Directors in Respect of the Annual Financial Report We confirm that to the best of our knowledge: • The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and • The strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy. Brian Small Chief Financial Officer 15 April 2015 77 Annual Report & Accounts 2015 Independent Auditor’s Report to the members of JD Sports Fashion Plc only Opinions and Conclusions Arising from our Audit 1. Our Opinion on the Financial Statements is Unmodified We have audited the financial statements of JD Sports Fashion Plc for the 52 week period ended 31 January 2015 set out on pages 80 to 134. In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 January 2015 and of the Group’s profit for the year then ended; • the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU); • the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. 2. Our Assessment of Risks of Material Misstatement In arriving at our audit opinion above on the financial statements the risks of material misstatement that had the greatest effect on our audit were as follows: Goodwill and Intangibles (£101.1m) Refer to page 64 (Audit Committee Report), page 103 (accounting policy) and pages 100 to 106 (financial disclosures) • The risk – There is a risk of impairment of the group’s significant goodwill and intangible balances due to challenging trading conditions in certain of the high street retail sectors and locations that the Group operates in. Goodwill and intangibles are reviewed by the directors for impairment using value in use models, except for brand names which are reviewed for impairment using an estimate of fair value less cost to sell based on the ‘royalty relief’ method of valuation. The directors perform their reviews on groups of individual cash generating units (CGUs). Included within the £5.1m total impairment of intangible assets recognised in the year is a write down of £2.5m in relation to Blacks goodwill. Due to the inherent uncertainty involved in forecasting and discounting future cash flows, which are used as the basis of the assessment of recoverability of all goodwill and intangible assets, this is one of the key judgmental areas that our audit concentrated on. • Our response – our audit procedures included - - An assessment of the Group’s historical budgeting accuracy and challenge of the assumptions used in the current year budgets upon which the cash flow forecasts are based. In addition we have tested the principles and integrity of the discounted cash flow models used and performed sensitivity analysis on the key assumptions underlying the cash flow forecasts (revenue growth and margin growth) and the discount rates used. - - - - We assessed the overall consistency of the assumptions and of the estimated inputs, including the potential risk of management bias by comparing growth and discount rates applied in the models across each class of goodwill and intangibles. We challenged the directors’ assumptions on revenue and margin growth for management bias by critically analysing their strategy for future growth and undertook our own assessments of future growth potential based on long term growth within the market and historic performance of margin growth within the Group. We also used our own KPMG valuation specialist to assess the reasonableness of the discount rates applied to each class of goodwill and intangibles. We considered the adequacy of the Group’s disclosures in respect of impairment testing and whether disclosures about the sensitivity of the outcome of the impairment assessment to changes in the key assumptions reflected the risks inherent in the valuation of goodwill and intangible assets. Carrying Value of Inventories (£225.0m) Refer to page 64 (Audit Committee Report), page 112 (accounting policy) and page 112 (financial disclosures) • The risk over the carrying value of inventories is considered a significant audit risk due to the seasonal nature of the Group’s core retail business, the changing desirability of branded products over time and the judgment therefore made in assessing the recoverability of its carrying value. • Our response – Our audit procedures included testing the principles and integrity of the obsolescence provision calculations used across the Group principally by performing our own assessments in relation to key assumptions within the model such as the proportion of current inventory expected to become aged in the future and average proceeds received for aged inventory. We assessed the overall consistency of the assumptions, including the potential risk of management bias by comparing the assumptions to those used in prior periods, coupled with a review of inventory sold below cost during the year and margins achieved for aged inventory sold post year end. Finally we considered the adequacy of the financial statements disclosures in respect of gross inventory and inventory provisioning. 3. Our Application of Materiality and an Overview of the Scope of Our Audit The materiality of the Group financial statements as a whole was set at £8.0 million. This has been determined with reference to a benchmark of Group operating profit before exceptional items, both continuing and discontinued operations (of which it represents 8.6%), which we consider to be one of the principal considerations for members of the company in assessing the financial performance of the Group. We report to the Audit Committee any corrected and uncorrected misstatements exceeding £0.4 million, in addition to other audit misstatements that warranted reporting on qualitative grounds. 78 Financial Statements • the section of the Corporate Governance Statement describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee. Under the Companies Act 2006 we are required to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements and the part of the Directors’ Remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit; or • a Corporate Governance Statement has not been prepared by the company Under the Listing Rules we are required to review: • the Directors’ statement, set out on page 62, in relation to going concern; and • the part of the Corporate Governance Statement on pages 63 to 66 relating to the company’s compliance with the ten provisions of the 2012 UK Corporate Governance Code specified for our review; and We have nothing to report in respect of the above responsibilities. Scope of Report and Responsibilities As explained more fully in the Directors’ Responsibilities Statement set out on page 77, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/ auditscopeukprivate. This report is made solely to the company’s members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions. Mick Davies (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 1 St. Peter’s Square Manchester M2 3AE 15 April 2015 Audits for Group reporting purposes were performed by component auditors at the key reporting components in the following countries: UK (two entities), France (one entity), and Spain (one entity). The Group audit team instructed component auditors as to the significant areas to be covered, including the relevant risks detailed above and the information to be reported back. The Group audit team visited component locations in France and Spain. At these visits, the findings reported to the Group audit team were discussed in more detail, and any further work required by the Group audit team was then performed by the component auditor. The group procedures covered 74% of total Group revenue; 83% of the total Group profits and losses before taxation; and 90% of total Group assets and liabilities. The remaining 26% of total group revenue, 17% of group profit before tax and 10% of total group assets is represented by 24 reporting components, none of which individually represented more than 2% of any of total group revenue, group profit before tax or total group assets. For the remaining components, we performed analysis at an aggregated group level to re-examine our assessment that there were no significant risks of material misstatement within these. The Group audit team performed the audits of the UK components in accordance with materiality levels used for local audits. These local materiality levels were set individually for each component in the Group and ranged between £2.0m and £6.2m. 4. Our Opinion on Other Matters Prescribed by the Companies Act 2006 is Unmodified In our opinion: • the part of the Directors’ Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006; and • the information given in the Strategic report and Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements, and • information given in the Corporate Governance Statement set out on pages 63 to 66 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial statements 5. We Have Nothing to Report in Respect of the Matters on Which We Are Required to Report by Exception Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the annual report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement or fact, or that is otherwise misleading. In particular we are required to report to you if: • we have identified material inconsistencies between the knowledge we acquired during our audit and the Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides information necessary for shareholders to assess the Group’s performance, business model and strategy; or 79 Annual Report & Accounts 2015 Consolidated Income Statement For the 52 weeks ended 31 January 2015 Continuing Operations Revenue Cost of sales Gross profit Selling and distribution expenses - normal Selling and distribution expenses - exceptional Selling and distribution expenses Administrative expenses - normal Administrative expenses - exceptional Administrative expenses Other operating income Operating profit Before exceptional items Exceptional items Operating profit Financial income Financial expenses Profit before tax Income tax expense Profit from continuing operations Discontinued operation Loss from discontinued operation, net of tax Profit for the period Attributable to equity holders of the parent Attributable to non-controlling interest Basic earnings per ordinary share from continuing operations Diluted earnings per ordinary share from continuing operations 52 weeks to 31 January 2015 £000 Note (564,333) (4,467) (73,969) (5,060) 4 4 4 7 8 3 9 10 11 11 52 weeks to 31 January 2015 £000 1,522,253 (782,703) 739,550 (568,800) (79,029) 925 92,646 102,173 (9,527) 92,646 657 (2,807) 90,496 (20,741) 69,755 (15,784) 53,971 52,677 1,294 35.17p 35.17p 52 weeks to 1 February 2014 (re-presented see note 1) £000 52 weeks to 1 February 2014 (re-presented see note 1) £000 (455,657) (5,164) (55,185) - 1,216,371 (624,220) 592,151 (460,821) (55,185) 1,723 77,868 83,032 (5,164) 77,868 582 (1,619) 76,831 (18,897) 57,934 (16,448) 41,486 40,158 1,328 29.08p 29.08p Statement of Comprehensive Income For the 52 weeks ended 31 January 2015 Group Company 52 weeks to 31 January 2015 £000 53,971 52 weeks to 1 February 2014 £000 41,486 52 weeks to 31 January 2015 £000 70,150 52 weeks to 1 February 2014 £000 64,783 (4,512) (4,512) 49,459 49,983 (524) (2,728) (2,728) 38,758 37,425 1,333 - - 70,150 70,150 - - - 64,783 64,783 - Profit for the period Other comprehensive income: Items that may be classified subsequently to the Consolidated Income Statement: Exchange differences on translation of foreign operations Total other comprehensive income/(expense) for the period Total comprehensive income and expense for the period (net of income tax) Attributable to equity holders of the parent Attributable to non-controlling interest 80 Consolidated Income Statement Statement of Financial Position As at 31 January 2015 Assets Intangible assets Property, plant and equipment Investment property Other assets Investments Deferred tax assets Total non-current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total assets Liabilities Interest-bearing loans and borrowings Trade and other payables Provisions Income tax liabilities Total current liabilities Interest-bearing loans and borrowings Other payables Provisions Deferred tax liabilities Total non-current liabilities Total liabilities Total assets less total liabilities Capital and reserves Issued ordinary share capital Share premium Retained earnings Other reserves Total equity attributable to equity holders of the parent Non-controlling interest Total equity Group Company As at 31 January 2015 £000 As at 1 February 2014 £000 As at 31 January 2015 £000 As at 1 February 2014 £000 101,075 147,934 - 32,402 - - 281,411 225,020 53,922 121,317 400,259 681,670 (36,713) (274,006) (3,098) (12,931) (326,748) (374) (41,733) (1,020) (1,804) (44,931) (371,679) 309,991 2,433 11,659 297,161 (14,764) 296,489 13,502 309,991 104,330 141,574 - 23,802 - - 269,706 186,116 66,966 76,797 329,879 599,585 (30,970) (240,544) (2,541) (11,596) (285,651) (551) (34,487) (1,773) (4,283) (41,094) (326,745) 272,840 2,433 11,659 257,744 (12,070) 259,766 13,074 272,840 34,953 78,628 3,532 10,748 69,679 404 197,944 91,024 243,778 60,070 394,872 592,816 (31,000) (154,586) (1,529) (10,172) (197,287) - (28,909) (653) - (29,562) (226,849) 365,967 2,433 11,659 351,875 - 365,967 - 365,967 34,411 70,532 3,573 4,835 55,227 7 168,585 73,525 222,160 32,433 328,118 496,703 (26,000) (122,250) (1,547) (8,831) (158,628) - (28,017) (1,338) - (29,355) (187,983) 308,720 2,433 11,659 294,628 - 308,720 - 308,720 Note 14 15 16 17 18 26 19 20 21 22 24 25 22 24 25 26 27 28 These financial statements were approved by the Board of Directors on 15 April 2015 and were signed on its behalf by: Brian Small Director Registered number: 1888425 81 Annual Report & Accounts 2015 Consolidated Statement of Changes in Equity For the 52 weeks ended 31 January 2015 Group Balance at 2 February 2013 Profit for the period Other comprehensive income: Exchange differences on translation of foreign operations Total other comprehensive income Total comprehensive income for the period Dividends to equity holders Put options held by non-controlling interests Acquisition of non-controlling interest Non-controlling interest arising on acquisition Balance at 1 February 2014 Profit for the period Other comprehensive income: Exchange differences on translation of foreign operations Total other comprehensive income Total comprehensive income for the period Dividends to equity holders Non-controlling interest arising on acquisition Ordinary share capital £000 Share premium £000 Retained earnings £000 2,433 11,659 230,572 - 40,158 Other equity £000 (577) - - - - - Foreign currency translation reserve £000 (6,264) Total equity attributable to equity holders of the parent £000 Non- controlling interest £000 Total equity £000 237,823 13,934 251,757 - 40,158 1,328 41,486 (2,733) (2,733) (2,733) - - - - (2,733) (2,733) 37,425 (12,871) (2,496) (115) - 5 5 1,333 (45) - 115 (2,263) (2,728) (2,728) 38,758 (12,916) (2,496) - (2,263) - - 40,158 (12,871) - - - - - - - - (2,496) (115) - - - - - - - - - - - 2,433 11,659 257,744 (3,073) (8,997) 259,766 13,074 272,840 - - - - - - - 52,677 - - - - - - - 52,677 (13,260) - - - - - - - - 52,677 1,294 53,971 (2,694) (2,694) (2,694) - - (2,694) (2,694) 49,983 (13,260) (1,818) (1,818) (524) (63) - 1,015 (4,512) (4,512) 49,459 (13,323) 1,015 Balance at 31 January 2015 2,433 11,659 297,161 (3,073) (11,691) 296,489 13,502 309,991 Ordinary share capital £000 2,433 - - - - Share premium £000 Retained earnings £000 Total equity £000 11,659 242,461 256,553 - - - - 64,783 64,783 64,783 64,783 (12,871) (12,871) 255 255 2,433 11,659 294,628 308,720 - - - - - - - - 70,150 70,150 70,150 70,150 (13,260) (13,260) 357 357 2,433 11,659 351,875 365,967 Company Balance at 2 February 2013 Profit for the period Total comprehensive income for the period Dividends to equity holders Dividends received from subsidiary Balance at 1 February 2014 Profit for the period Total comprehensive income for the period Dividends to equity holders Dividends received from subsidiary Balance at 31 January 2015 82 Financial Statements Consolidated Statement of Cash Flows For the 52 weeks ended 31 January 2015 Cash flows from operating activities Profit for the period Income tax expense Financial expenses Financial income Depreciation and amortisation of non-current assets Exchange differences on translation Loss on disposal of Bank Fashion Limited, net of tax Loss on disposal of non-current assets Other exceptional items Increase in inventories Decrease/(increase) in trade and other receivables Increase in trade and other payables Interest paid Income taxes paid Net cash from operating activities Cash flows from investing activities Interest received Proceeds from sale of non-current assets Disposal costs of non-current assets Investment in bespoke software development Acquisition of other intangible assets Acquisition of property, plant and equipment Acquisition of non-current other assets Acquisition of investments Cash consideration of acquisitions Cash acquired with acquisitions Overdrafts acquired with acquisitions Consideration received on disposal of Bank Fashion Limited Net cash used in investing activities Cash flows from financing activities Repayment of interest-bearing loans and borrowings Repayment of finance lease liabilities Draw down of syndicated bank facility Equity dividends paid Dividend received from subsidiary Dividends paid to non-controlling interest in subsidiaries Net cash (used in)/provided by financing activities Net increase in cash and cash aquivalents Cash and cash equivalents at the beginning of the period Foreign exchange losses on cash and cash equivalents Cash and cash equivalents at the end of the period Note 9 8 7 3 4 4 14 14 15 17 18 13 29 32 32 32 32 Group Company 52 weeks to 31 January 2015 £000 52 weeks to 1 Februuary 2014 £000 52 weeks to 31 January 2015 £000 52 weeks to 1 February 2014 £000 53,971 20,531 2,881 (657) 45,241 4,979 6,318 986 6,043 (54,696) 7,760 46,097 (2,881) (20,811) 115,762 657 705 - (7,123) (29) (52,924) (10,124) - (12,686) 3,563 - 18,150 (59,811) (291) (9) 5,000 (13,260) - (63) (8,623) 47,328 72,043 (3,674) 115,697 41,486 16,364 1,784 (582) 34,353 731 - 1,017 14,225 (29,372) (8,920) 23,281 (1,784) (14,810) 77,773 582 557 (7) (4,609) - (40,351) (3,224) - (14,889) 1,313 (3,637) - (64,265) (129) (60) 26,000 (12,871) - (45) 12,895 26,403 46,228 (588) 72,043 70,151 20,416 2,304 (2,193) 26,596 5,033 10,099 346 - (17,498) (51,336) 32,043 (2,304) (19,318) 74,339 2,193 41 - (7,123) (1,029) (26,688) (6,654) (13,952) - - - 18,150 (35,062) - - 5,000 (13,260) 357 - (7,903) 31,374 32,433 (3,737) 60,070 64,783 21,340 1,500 (1,444) 18,064 760 - 370 153 (17,400) (66,275) 22,411 (1,500) (17,780) 24,982 1,444 194 - (4,609) - (14,553) (1,070) (6,779) - - - - (25,373) - - 26,000 (12,871) 255 - 13,384 12,993 20,046 (606) 32,433 83 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements 1. Basis of Preparation General Information JD Sports Fashion Plc, (the ‘Company’) is a company incorporated and domiciled in the United Kingdom. The financial statements for the 52 week period ended 31 January 2015 represent those of the Company and its subsidiaries (together referred to as the ‘Group’). The Parent Company financial statements present information about the Company as a separate entity and not about its Group. The financial statements were authorised for issue by the Board of Directors on 15 April 2015. Basis of Preparation European Union law (‘EU LAW’) (IAS Regulation EC 1606/2002) requires that the financial statements of the Group are prepared and approved in accordance with International Financial Reporting Standards as adopted by the EU (‘adopted IFRSs’). The financial statements have been prepared on the basis of the requirements of adopted IFRSs that are endorsed by the EU and effective at 31 January 2015. The Company has chosen to present its own results under adopted IFRSs and by publishing the Company Financial Statements here, with the Group Financial Statements, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes. The financial statements are presented in pounds sterling, rounded to the nearest thousand. The financial statements have been prepared under the historical cost convention, as modified for financial assets and liabilities (including derivative instruments) at fair value through the Consolidated Income Statement and also put options held by the non-controlling interests. The preparation of financial statements in conformity with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The judgements, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The accounting policies set out below have unless otherwise stated been applied consistently to all periods present in these financial statements and have been applied consistently by all Group entities. The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Executive Chairman’s Statement and Financial and Risk Review on pages 45 and 52 respectively. In addition, details of financial instruments and exposures to interest rate, foreign currency, credit and liquidity risks are outlined in note 23. As at 31 January 2015, the Group had net cash balances of £84,230,000 (2014: £45,276,000) with available committed borrowing facilities of £155,000,000 (2014: £155,000,000) of which £31,000,000 (2014: £26,000,000) has been drawn down (see note 22). With a facility of £155,000,000 available, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. Adoption of New and Revised Standards The following amendments to accounting standards and interpretations, issued by the International Accounting Standards Board (IASB), have been adopted for the first time by the Group in the period with no significant impact on its consolidated results or financial position: • IFRS 10 ‘Consolidated Financial Statements’ • IFRS 11 ‘Joint Arrangements’ • IFRS 12 ‘Disclosure of Interests in Other Entities’ • Amendments to IFRS 10, IFRS 11 and IFRS 12 • IAS 27 ‘Separate Financial Statements (2011 revised)’ • IAS 28 ‘Investments in Associates and Joint Ventures (2011 revised)’ • Amendments to IAS 32 ‘Offsetting Financial Assets and Financial Liabilities’ • Amendments to IAS 36 ‘Recoverable amount disclosures for non-financial assets’ A number of new standards, amendments to standards and interpretations have been issued during the 52 week period ended 31 January 2015 but are not yet effective, and therefore have not yet been adopted by the Group. Annual Improvements to IFRSs - 2010 - 2012 Cycle was endorsed in January 2015 and Annual Improvements to IFRSs - 2011 - 2013 Cycle was endorsed in December 2014. The Group will apply as appropriate the relevant sections although it is not anticipated that this will have a significant impact on the financial statements. 84 Financial Statements Notes to the Consolidated Financial Statements (Continued) 1. Basis of Preparation (continued) IFRS 9 ‘Financial Instruments’ is expected to be applicable after 1 January 2018. If endorsed, this standard will simplify the classification of financial assets for measurement purposes, but it is not anticipated to have a significant impact on the financial statements. The Group continues to monitor the potential impact of other new standards and interpretations which may be endorsed by the European Union 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. Prior Period Re-presentation In accordance with IFRS 5 (‘Non-Current Assets Held for Sale and Discontinued Operations’), the results of Bank Fashion Limited (‘Bank’) are presented as a discontinued activity as Bank was a separate major line of business. The Consolidated Income Statement for the 52 weeks to 1 February 2014 has consequently been re-presented as if Bank had been discontinued from the start of the comparative year. The impact of these adjustments is shown in note 10. Critical Accounting Estimates and Judgements The preparation of financial statements in conformity with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The judgements, estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are considered to be the impairment of goodwill and intangibles (due to the inherent uncertainty involved in forecasting and discounting future cash flows) and inventory (due to seasonal nature of the Group’s retail businesses and the judgement required in assessing the recoverability of its carrying value). These are discussed further below: I. Impairment of Goodwill Goodwill arising on acquisition is allocated to the cash-generating units that are expected to benefit from the synergies of the business combination from which goodwill arose. Goodwill is allocated to groups of cash-generating units, being portfolios of stores or individual businesses. The cash-generating units used to monitor goodwill and test it for impairment are therefore the store portfolios and individual businesses. The recoverable amount is the higher of the value in use and the fair value less the costs to sell. The recoverable amounts of these cash-generating units are determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the cash-generating unit and the choice of a suitable discount rate in order to calculate the present value. See note 14 for further disclosure on impairment of goodwill and review of the key assumptions used. II. Impairment of Other Intangible Assets with Definite Lives The Group is required to test whether other intangible assets with a definite useful economic life have suffered any impairment. The recoverable amount of brand names is based on an estimation of future sales and the choice of a suitable royalty and discount rate in order to calculate the present value, when this method is deemed the most appropriate. Alternatively the carrying value of the brand names has been allocated to a cash-generating unit, along with the relevant goodwill and fascia names, and tested in the value-in-use calculation performed for that cash-generating unit. The recoverable amount of brand licences is determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the cash-generating unit until the license expiry date and the choice of a suitable discount rate in order to calculate the present value. Note 14 provides further disclosure on impairment of other intangible assets with definite lives, including review of the key assumptions used. III. Impairment of Other Intangible Assets with Indefinite Lives The Group is required to test whether other intangible assets with an indefinite useful economic life have suffered any impairment. The recoverable amount of these assets is determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the cash-generating unit and the choice of a suitable discount rate in order to calculate the present value. Note 14 provides further detail of the judgements made by the Board in determining that the lives of acquired fascia names are indefinite and further disclosure on impairment of other intangible assets with indefinite lives, including review of the key assumptions used. IV. Provisions to Write Inventories Down to Net Realisable Value The Group makes provisions for obsolescence, mark downs and shrinkage based on historical experiences and management estimates of future events. 85 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 1. Basis of Preparation (continued) Other Accounting Estimates and Judgements I. Impairment of Property, Plant and Equipment and Non-current Other Assets Property, plant and equipment and non-current other assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of an asset or a cash-generating unit is not recoverable. The recoverable amount is the greater of the fair value less costs to sell and value-in-use. Impairment losses recognised in prior periods are assessed at each reporting period date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would be held (net of depreciation) if no impairment had been realised. II. Onerous Property Lease Provisions The Group makes a provision for onerous property leases on specific stores based on the anticipated future cash outflows relating to the contractual lease cost less potential sublease income. The estimation of sublease income is based on historical experience and knowledge of the retail property market in the area around each specific property. Significant assumptions and judgements are used in making these estimates and changes in assumptions and future events could cause the value of these provisions to change. This would include sublet premises becoming vacant, the liquidation of an assignee resulting in a property reverting to the Group or closing an uneconomic store and subletting at below contracted rent. III. Value of Put Options Held by Non-controlling Interest The Group recognises put options over non-controlling interests in its subsidiary undertakings as a liability in the Consolidated Statement of Financial Position at the present value of the estimated exercise price of the put option. The present value of the non-controlling interests’ put options are estimated based on expected earnings in Board-approved forecasts and the choice of a suitable discount rate. Upon initial recognition a corresponding entry is made to other equity. For subsequent changes on remeasurement of the liability the corresponding entry is made to the Income Statement. IV. Estimation of Useful Economic Lives of Brand Names The Group amortises brand names over their useful economic life. In determining the useful economic life of each brand name, the Board considers the market position of the brands acquired, the nature of the market that the brands operate in, typical product life cycles of brands and the useful economic lives of similar assets that are used in comparable ways. V. Determination of Fair Value of Assets and Liabilities on Acquisition For each acquisition, the Group reviews the appropriateness of the book values of the assets and liabilities acquired, taking into account the application of Group accounting policies, to determine if fair value adjustments are required. The key judgements involved are the identification and valuation of intangible assets which require the estimation of future cash flows based on the Board’s strategic plans for the intangible asset, the useful economic life of the intangible asset and the selection of a suitable discount rate. 2. Segmental Analysis IFRS 8 ‘Operating Segments’ requires the Group’s segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker to allocate resources to the segments and to assess their performance. The Chief Operating Decision Maker is considered to be the Executive Chairman of JD Sports Fashion Plc. Information reported to the Chief Operating Decision Maker is focused on the nature of the businesses within the Group. In the current period the reportable segments have been adjusted to better reflect the way that product is held out for sale in the Group’s core retail businesses. These adjustments were: • The creation of a new segment ‘Sports Fashion’ reflecting the fact that the Group’s core retail operations present and sell the major international Sports Brands as Fashion thereby creating a natural continuum between Sports and Fashion. All businesses previously allocated to the individual Sports and Fashion segments, with the exception of ActivInstinct Limited (see below), have been incorporated in this new segment. • ActivInstinct Limited is now included in the Outdoor segment reflecting the fact that its key trading categories in Outdoor and Running are more closely aligned with the Group’s other Outdoor businesses than the businesses classified as Sports Fashion. The Group’s revised reportable segments under IFRS 8 are therefore as follows: • Sports Fashion – includes the results of JD Sports Fashion Plc, John David Sports Fashion (Ireland) Limited, Spodis SA, Champion Sports Ireland, JD Sprinter Holdings 2010 SL (including subsidiary companies), JD Sports Fashion BV, JD Sports Fashion Germany GmbH, JD Sports Fashion SRL, Duffer of St George Limited, Topgrade Sportswear Limited, Kooga Rugby Limited, Focus Brands Limited (including subsidiary companies), Kukri Sports Limited (including global subsidiary companies), Source Lab Limited, R.D. Scott Limited, Tessuti Group Limited (including subsidiary companies), Nicholas Deakins Limited, Cloggs Online Limited, Ark Fashion Limited and Mainline Menswear Limited. Bank Fashion Limited was also included until the point of disposal (see note 13). • Outdoor – includes the results of Blacks Outdoor Retail Limited, Tiso Group Limited (including subsidiary companies) and ActivInstinct Limited. 86 Financial Statements Notes to the Consolidated Financial Statements (Continued) 2. Segmental Analysis (continued) The Chief Operating Decision Maker receives and reviews segmental operating profit. Certain central administrative costs including Group Directors’ salaries are included within the Group’s core ‘Sports Fashion’ result. This is consistent with the results as reported to the Chief Operating Decision Maker. IFRS 8 requires disclosure of information regarding revenue from major products and customers. The majority of the Group’s revenue is derived from the retail of a wide range of apparel, footwear and accessories to the general public. As such, the disclosure of revenues from major customers is not appropriate. Disclosure of revenue from major product groups is not provided at this time due to the cost involved to develop a reliable product split on a same category basis across all companies in the Group. Intersegment transactions are undertaken in the ordinary course of business on arm’s length terms. The Board consider that certain items are cross divisional in nature and cannot be allocated between the segments on a meaningful basis. Net funding costs and taxation are treated as unallocated reflecting the nature of the Group’s syndicated borrowing facilities and its tax group. Drawdowns from the Group’s syndicated borrowing facility of £31,000,000 (2014: £26,000,000), a deferred tax liability of £1,804,000 (2014: liability of £4,283,000) and an income tax liability of £12,931,000 (2014: £11,596,000) are included within the unallocated segment. Each segment is shown net of intercompany transactions and balances within that segment. The eliminations remove intercompany transactions and balances between different segments which primarily relate to the net down of long term loans and short term working capital funding provided by JD Sports Fashion Plc (within Sports Fashion) to other companies in the Group, and intercompany trading between companies in different segments. Revenue Recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts and sales related taxes. In the case of goods sold through the retail stores and trading websites, revenue is recognised when goods are sold and the title has passed, less provision for returns. Accumulated experience is used to estimate and provide for such returns at the time of the sale. Retail sales are usually in cash, by debit card or by credit card. In the case of goods not sold directly through the retail stores, revenue is recognised when goods are sold and the title has passed less a provision for credit notes. Wholesale sales are either settled by cash received in advance of the goods being dispatched or made on agreed credit terms. Business Segments Information regarding the Group’s reportable operating segments for the 52 weeks to 31 January 2015 is shown below: Income statement Gross revenue Intersegment revenue Revenue Operating profit/(loss) before exceptional items Exceptional items Operating profit/(loss) Financial income Financial expenses Profit/(loss) before tax Income tax (expense)/credit Profit/(loss) for the period Total assets and liabilities Total assets Total liabilities Total segment net assets/(liabilities) Sports Fashion £000 Outdoor £000 Continuing Operations £000 Discontinued Operations £000 Total £000 1,352,407 169,925 1,522,332 83,441 1,605,773 (79) - (79) - (79) 1,352,328 169,925 1,522,253 83,441 1,605,694 107,046 (4,876) 102,170 (4,873) (4,651) (9,524) 102,173 (9,527) 92,646 657 (2,807) 90,496 (20,741) 69,755 (7,832) (8,088) (15,920) - (74) (15,994) 210 (15,784) Sports Fashion £000 672,342 (368,440) 303,902 Outdoor £000 102,496 (50,673) 51,823 Unallocated £000 Eliminations £000 - (45,734) (45,734) (93,168) 93,168 - 94,341 (17,615) 76,726 657 (2,881) 74,502 (20,531) 53,971 Total £000 681,670 (371,679) 309,991 87 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 2. Segmental Analysis (continued) Other segment information Capital expenditure: Software development Other intangible assets Property, plant and equipment Non-current other assets Depreciation, amortisation and impairments: Depreciation and amortisation of non-current assets Impairment of intangible assets Impairment of non-current assets Sports Fashion £000 7,123 29 49,543 10,124 41,928 2,560 233 Outdoor £000 - - 3,381 - 3,313 2,500 750 Total £000 7,123 29 52,924 10,124 45,241 5,060 983 The comparative segmental results (re-presented) for the 52 weeks to 1 February 2014 are as follows: Income statement (re-presented) Gross revenue Intersegment revenue Revenue Operating profit/(loss) before exceptional items Exceptional items Operating profit/(loss) Financial income Financial expenses Profit/(loss) before tax Income tax (expense)/credit Profit/(loss) for the period Total assets and liabilities (re-presented) Total assets Total liabilities Total segment net assets/(liabilities) Other segment information (re-presented) Capital expenditure: Software development Property, plant and equipment Non-current other assets Depreciation, amortisation and impairments: Depreciation and amortisation of non-current assets Impairment of intangible assets Impairment of non-current assets 88 Sports Fashion £000 Outdoor £000 Continuing Operations £000 Discontinued Operations £000 Total £000 1,104,691 111,680 1,216,371 114,207 1,330,578 - - - - - 1,104,691 111,680 1,216,371 114,207 1,330,578 91,012 (3,351) 87,661 (7,980) (1,813) (9,793) Sports Fashion £000 589,625 (254,810) 334,815 Outdoor £000 91,921 (112,017) (20,096) 83,032 (5,164) 77,868 582 (1,619) 76,831 (18,897) 57,934 (4,831) (13,985) (18,816) - (165) (18,981) 2,533 (16,448) Unallocated £000 Eliminations £000 - (41,879) (41,879) Sports Fashion £000 4,609 36,466 3,224 31,181 11,839 1,942 (81,961) 81,961 - Outdoor £000 - 3,885 - 3,172 - - 78,201 (19,149) 59,052 582 (1,784) 57,850 (16,364) 41,486 Total £000 599,585 (326,745) 272,840 Total £000 4,609 40,351 3,224 34,353 11,839 1,942 Financial Statements Notes to the Consolidated Financial Statements (Continued) 2. Segmental Analysis (continued) Geographical Information The Group’s operations are located in the UK, Republic of Ireland, France, Spain, Germany, the Netherlands, Italy, Australia, New Zealand, Canada, Dubai, Singapore and Hong Kong. The following table provides analysis of the Group’s revenue by geographical market, irrespective of the origin of the goods/services: Revenue UK Europe Rest of world 52 weeks to 31 January 2015 Total £000 Discontinued £000 82,940 1,267,906 189 312 317,661 20,127 Continuing £000 1,184,966 317,472 19,815 Continuing £000 972,787 229,664 13,920 Discontinued £000 113,548 307 352 52 weeks to 1 February 2014 Total £000 1,086,335 229,971 14,272 1,522,253 83,441 1,605,694 1,216,371 114,207 1,330,578 The revenue from any individual country, with the exception of the UK, is not more than 10% of the Group’s total revenue. The following is an analysis of the carrying amount of segmental non-current assets by the geographical area in which the assets are located: Non-current assets UK Europe Rest of world 2015 £000 206,692 74,523 196 2014 £000 205,591 63,985 130 281,411 269,706 89 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 3. Profit Before Tax Profit before tax is stated after charging: Auditor’s remuneration: Audit of these financial statements (KPMG LLP) Amounts receivable by the Company’s auditor (KPMG LLP) and its associates in respect of: Audit of financial statements of subsidiaries of the Company Audit-related assurance services Taxation compliance services Other tax advisory services All other services Depreciation and amortisation of non-current assets: Depreciation of property, plant and equipment Amortisation of intangible assets Amortisation of non-current other assets - owned Impairments of non-current assets: Property, plant and equipment Intangible assets Other non-current assets Rentals payable under non-cancellable operating leases for: Land and buildings Other - plant and equipment Foreign exchange loss recognised Profit before tax is stated after crediting: Rents receivable and other income from property Sundry income Reversal of impairments of other non-current assets Foreign exchange gain recognised 52 weeks to 31 January 2015 £000 111 352 32 8 37 6 35,601 8,433 1,207 1,203 5,060 - 122,814 2,906 - 542 383 220 4,698 52 weeks to 1 February 2014 (re-presented) £000 108 299 38 37 94 123 30,743 2,736 874 1,786 11,839 156 113,216 2,605 6,032 733 990 - - In addition, fees of £52,000 (2014: £49,000) were incurred and paid by Pentland Group Plc (see note 35) in relation to the non-coterminous audit of the Group for the purpose of inclusion in their consolidated financial statements. Non-current other assets comprise key money, store deposits, legal fees and lease premia associated with the acquisition of leasehold interests (see note 17). 90 Financial Statements Notes to the Consolidated Financial Statements (Continued) 4. Exceptional Items Items that are, in aggregate, material in size and/or unusual or infrequent in nature, are included within operating profit and disclosed separately as exceptional items in the Consolidated Income Statement. The separate reporting of exceptional items, which are presented as exceptional within the relevant category in the Consolidated Income Statement, helps provide an indication of the Group’s underlying business performance. The principal items which will be included as exceptional items are: • Profit/(loss) on the disposal of non-current assets • Provision for rentals on onerous property leases • Impairment of property, plant and equipment • Impairment of non-current other assets • Impairment of goodwill, brand names and fascia names • Impairment of investment property • Profit/(loss) on disposal of subsidiary undertakings • Negative goodwill • Business restructuring and business closure related costs • (Gains)/losses arising on changes in ownership interest where control has been obtained • Fair value adjustments to put option liabilities Exceptional Items Loss on disposal of non-current assets (1) Impairment of non-current assets (2) Onerous lease provision (3) Reorganisation of the warehouse operations (4) Business restructuring (5) Selling and distribution expenses - exceptional Impairment of goodwill, brand names and fascia names (6) Administrative expenses - exceptional Exceptionals - continuing operations Exceptionals - discontinued operations 52 weeks to 31 January 2015 £000 986 983 2,498 - - 4,467 5,060 5,060 9,527 8,088 17,615 52 weeks to 1 February 2014 (re-presented) £000 864 530 506 589 2,675 5,164 - - 5,164 13,985 19,149 Note 25 10 (1) Relates to the excess of net book value of property, plant and equipment and non-current other assets disposed over proceeds received. (2) Relates to property, plant and equipment and non-current other assets in cash-generating units which are generating a negative cash contribution, where it is considered that this position cannot be recovered. (3) Relates to the net movement in the provision for onerous property leases on trading and non-trading stores. (4) The charge in the prior period related to the reorganisation of the warehouse operations consisting of the provision of onerous property leases, redundancy costs and dilapidations at the vacated premises. (5) The charge in the prior period related to the restructuring of the Blacks and Champion businesses following acquisition for relocation of the warehouse and head office operations, the closure of Frank Harrison Limited (a subsidiary of Kukri Sports Limited) following the decision to wind down this separate business and the restructuring of the Kooga business following a decision to relocate the previous head office and warehouse. (6) Relates to the impairment in the period to 31 January 2015 of the goodwill arising in prior years on the acquisition of Blacks Outdoor Retail Limited, the goodwill arising in prior years on the acquisition of Kukri Sports Limited, the Kukri brand name and the Ark fascia name. These selling and distribution expenses and administrative expenses are exceptional items as they are, in aggregate, material in size and/or unusual or infrequent in nature. 91 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 5. Remuneration of Directors Directors' emoluments: As Non-Executive Directors As Executive Directors Pension contributions Compensation for loss of office 52 weeks to 31 January 2015 £000 73 2,665 39 952 3,729 52 weeks to 1 February 2014 (re-presented) £000 89 4,274 54 - 4,417 The remuneration of the Executive Directors includes provision for future retention payments totalling £nil (2014: £1,700,000) and provision for future LTIP payments of £615,000 (2014: £nil). Further information on Directors’ emoluments is shown in the Directors’ Remuneration Report on page 67. In the opinion of the Board, the key management as defined under revised IAS 24 ‘Related Party Disclosures’ are the four Executive and Non-Executive Directors (2014: five). Full disclosure of the Directors’ remuneration is given in the Directors’ Remuneration Report on page 73. 6. Staff Numbers and Costs Group The average number of persons employed by the Group (including Directors) during the period, analysed by category, was as follows: Group Continuing operations: Sales and distribution Administration Discontinued operations: Sales and distribution Administration Full time equivalents - continuing operations Full time equivalents - discontinued operations The aggregate payroll costs of these persons were as follows: Group Continuing operations: Wages and salaries Social security costs Other pension costs (see note 31) 92 2015 2014 (re-presented) 15,209 676 1,797 2 17,684 10,471 727 13,933 565 1,999 7 16,504 9,427 1,081 52 weeks to 31 January 2015 £000 214,312 20,667 2,641 237,620 52 weeks to 1 February 2014 (re-presented) £000 192,490 19,175 1,988 213,653 Financial Statements Notes to the Consolidated Financial Statements (Continued) 6. Staff Numbers and Costs (continued) Company The average number of persons employed by the Company (including Directors) during the period, analysed by category, was as follows: Company Sales and distribution Administration Full time equivalents The aggregate payroll costs of these persons were as follows: Company Wages and salaries Social security costs Other pension costs 7. Financial Income 2015 9,197 309 9,506 5,942 2014 8,194 245 8,439 5,054 52 weeks to 31 January 2015 £000 52 weeks to 1 February 2014 £000 119,222 8,300 1,136 128,658 98,083 6,814 814 105,711 Financial income comprises interest receivable on funds invested. Financial income is recognised in the Consolidated Income Statement on an effective interest method. Bank interest Other interest Financial income - continuing operations 8. Financial Expenses 52 weeks to 31 January 2015 £000 657 - 657 52 weeks to 1 February 2014 (re-presented) £000 537 45 582 Financial expenses comprise interest payable on interest-bearing loans and borrowings. Financial expenses are recognised in the Consolidated Income Statement on an effective interest method On bank loans and overdrafts Amortisation of facility fees Interest on obligations under finance leases Other interest Financial expenses - continuing operations Financial expenses - discontinued operations 52 weeks to 31 January 2015 £000 2,542 206 23 36 2,807 74 2,881 52 weeks to 1 February 2014 (re-presented) £000 1,415 187 7 10 1,619 165 1,784 93 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 9. Income Tax Expense Tax on the profit or loss for the year comprises current and deferred tax. Current Income Tax Current income tax expense is calculated using the tax rates which have been enacted or substantively enacted by the reporting date, adjusted for any tax paid in respect of prior years. Deferred Tax Deferred tax is recognised in respect of temporary differences 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 The amount of deferred tax provided is based on the expected realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted by the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Current tax UK corporation tax at 21.3% (2014: 23.2%) Adjustment relating to prior periods Total current tax charge - continuing operations Deferred tax Deferred tax (origination and reversal of temporary differences) Adjustment relating to prior periods Total deferred tax credit - continuing operations Income tax expense - continuing operations Income tax credit - discontinued operations (see note 10) Income tax expense Reconciliation of income tax expense - continuing operations Profit before tax multiplied by the standard rate of corporation tax in the UK of 21.3% (2014: 23.2%) Effects of: Expenses not deductible Depreciation and impairment of non-qualifying non-current assets (including brand names arising on consolidation) Non taxable income Loss on disposal of non-qualifying non-current assets Effect of tax rates in foreign jurisdictions Research and development tax credits and other allowances Recognition of previously unrecognised tax losses Reduction in tax rate Change in unrecognised temporary differences Over provided in prior periods Group relief from discontinued operations, not paid for Income tax expense - continuing operations 94 52 weeks to 31 January 2015 £000 22,817 (196) 22,621 (1,900) 20 (1,880) 20,741 (210) 20,531 52 weeks to 31 January 2015 £000 19,276 1,127 1,541 (147) 36 1,209 (57) (110) (315) 691 (176) (2,334) 20,741 52 weeks to 1 February 2014 (re-presented) £000 19,950 (760) 19,190 200 (493) (293) 18,897 (2,533) 16,364 52 weeks to 1 February 2014 (re-presented) £000 17,825 910 745 (267) (30) 761 (138) (23) 48 319 (1,253) - 18,897 Financial Statements Notes to the Consolidated Financial Statements (Continued) 10. Discontinued Operations A discontinued operation is a component of the Group’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Group and which: • represents a separate major line of business or geographic area of operations; • is part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or • is a subsidiary acquired exclusively with a view to re-sale Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and other comprehensive income is re-presented as if the operation has been discontinued from the start of the comparative year. On 25 November 2014 the Group disposed of its 100% shareholding in Bank Fashion Limited to Huk 57 Limited (a subsidiary of Hilco Capital Limited). Bank Fashion Limited was not previously classified as held-for sale or as a discontinued operation. The comparative Consolidated Income Statement has been re-presented to show the discontinued operation separately from continuing operations. Results of discontinued operation Revenue Expenses - normal Expenses - exceptional Net interest expense Results from operating activities Income tax Results from operating activities, net of tax Loss on sale of discontinued operation - exceptional Loss for the period Basic loss per ordinary share Diluted loss per ordinary share 52 weeks to 31 January 2015 £000 52 weeks to 1 February 2014 £000 Note 83,441 (91,273) (1,770) (74) (9,676) 210 (9,466) (6,318) (15,784) (8.11p) (8.11p) 114,207 (119,038) (13,985) (165) (18,981) 2,533 (16,448) - (16,448) (8.45p) (8.45p) 13 The loss from the discontinued operations of £15,784,000 (2014: loss of £16,448,000) is attributable entirely to the equity holders of the parent. Cash flows from/(used in) discontinued operation Net cash used in operating activities Net cash from/(used in) investing activities Net decrease in cash and cash equivalents 52 weeks to 31 January 2015 £000 52 weeks to 1 February 2014 £000 (25,272) 18,905 (6,367) (2,644) (2,262) (4,906) 95 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 10. Discontinued Operations (continued) Effect of disposal on the financial position of the group Property, plant and equipment Inventories Trade and other receivables Income tax assets Deferred tax asset Trade and other payables Provisions Net assets Fascia name Deferred tax on fascia name Net fascia name disposed of on divestment of subsidiary Consideration received, satisfied in cash Cash and cash equivalents disposed of Net cash inflow 11. Earnings Per Ordinary Share Basic and Diluted Earnings per Ordinary Share 52 weeks to 31 January 2015 £000 (9,266) (18,371) (4,198) (21) (873) 10,624 1,599 (20,506) (5,481) 1,519 (3,962) 18,150 - 18,150 The calculation of basic and diluted earnings per ordinary share at 31 January 2015 is based on the profit from continuing operations for the period attributable to equity holders of the parent of £68,461,000 (2014: re-presented £56,606,000) and a weighted average number of ordinary shares outstanding during the 52 week period ended 31 January 2015 of 194,646,632 (2014: restated 194,646,632). An Ordinary Resolution was passed at the Annual General Meeting, effective 30 June 2014, resulting in a share split whereby four Ordinary shares were issued for each Ordinary share. In accordance with IAS 33, the number of shares outstanding before the event has been adjusted for the proportionate change as if the event had occurred at the beginning of the earliest period presented. Issued ordinary shares at beginning and end of period 52 weeks to 31 January 2015 Number (restated) 52 weeks to 1 February 2014 Number 194,646,632 194,646,632 Adjusted Basic and Diluted Earnings Per Ordinary Share Adjusted basic and diluted earnings per ordinary share have been based on the profit for the period from continuing operations attributable to equity holders of the parent for each financial period but excluding the post-tax effect of certain exceptional items. The Directors consider that this gives a more meaningful measure of the underlying performance of the Group. Profit for the period from continuing operations attributable to equity holders of the parent Exceptional items excluding loss on disposal of non-current assets Tax relating to exceptional items Profit for the period from continuing operations attributable to equity holders of the parent excluding exceptional items Adjusted basic and diluted earnings per ordinary share from continuing operations Note 4 52 weeks to 31 January 2015 £000 52 weeks to 1 February 2014 (re-presented) £000 68,461 8,541 (1,309) 75,693 38.89p 56,606 4,300 (919) 59,987 30.82p 96 Financial Statements Notes to the Consolidated Financial Statements (Continued) 12. 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 generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. 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 Mainline Menswear Limited On 21 March 2014, the Group acquired 80% of the issued share capital of Mainline Menswear Holdings Limited for cash consideration of £10,924,000 with additional consideration of up to £500,000 payable after 30 November 2014 if certain performance criteria were achieved. At acquisition, management believed that Mainline Menswear was on course to meet the performance criteria for the maximum contingent consideration to be payable and therefore management believe that the fair value of this contingent consideration at this time was £500,000. The deferred consideration was subsequently paid in full in February 2015. Mainline Menswear is primarily an online niche retailer of premium branded Men’s apparel and footwear. The goodwill calculation is summarised below: Book value £000 Measurement adjustments £000 Fair value at 31 January 2015 £000 Acquiree's net assets at acquisition date: Intangible assets Property, plant and equipment Inventories Cash Trade and other receivables Trade and other payables Income tax liabilities Deferred tax liabilities Net identifiable assets Non-controlling interest (20%) Goodwill on acquisition Consideration paid - satisfied in cash Contingent consideration Total consideration - 52 1,519 3,535 60 (692) (62) (10) 4,402 (880) 843 - - - - - - (169) 674 (135) 843 52 1,519 3,535 60 (692) (62) (179) 5,076 (1,015) 7,363 10,924 500 11,424 The intangible asset acquired represents the fair value of the ‘Mainline’ fascia name. The Board believes that the excess of consideration paid over the fair value of the net identifiable assets of £7,363,000 is best considered as goodwill on acquisition representing employee expertise and anticipated future operating synergies. Included in the 52 week period to 31 January 2015 is revenue of £9,082,000 and a profit before tax of £1,618,000 in respect of Mainline Menswear Limited. Ultimate Outdoors On 3 February 2014, the Group acquired, via its 100% owned subsidiary Blacks Outdoor Retail Limited, 100% of the entire issued share capital of Ultimate Outdoors Limited for cash consideration of £835,000 which was equal to the fair value of the net identifiable assets acquired. Included in the 52 week period to 31 January 2015 is revenue of £778,000 and a loss before tax of £188,000 in respect of Ultimate Outdoors Limited. 97 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 12. Aquisitions (continued) Oswald Bailey On 28 March 2014, the Group acquired, via its 100% owned subsidiary Blacks Outdoor Retail Limited, the trade and assets of 14 stores (and 2 websites) trading as Oswald Bailey for cash consideration of £851,000 which was equal to the fair value of the net identifiable assets acquired. Oswald Bailey is a retailer of outdoor footwear, apparel and equipment. Included in the 52 week period to 31 January 2015 is revenue of £3,501,000 and a loss before tax of £399,000 in respect of Oswald Bailey. Full Year Impact of Acquisitions Had the acquisitions of Mainline Menswear Limited, Oswald Bailey and Ultimate Outdoors been effected at 1 February 2014, the revenue and profit before tax from continuing operations of the Group for the 52 week period to 31 January 2015 would have been £1,525,156,000 and £90,518,000 respectively. Acquisition Costs Acquisition-related costs amounting to £141,000 (Mainline Menswear Limited: £63,000; Oswald Bailey: £50,000 and Ultimate Outdoors: £28,000) have been excluded from the consideration transferred and have been recognised as an expense in the year, within administrative expenses in the Consolidated Income Statement. Prior Period Acquisitions Cloggs Online Limited On 13 February 2013, the Group acquired, via its new 88% owned subsidiary Cloggs Online Limited, the trade and assets of Cloggs (UK) Limited (‘Cloggs’) from its Administrators for a total cash consideration of £579,000 which was equal to the fair value of the net identifiable assets acquired. Cloggs is an online niche retailer of premium branded footwear. The measurement period concluded in the 52 week period ended 31 January 2015, with no measurement adjustments being made to the fair values in this period. Setpoint RE BV On 1 May 2013, the Group acquired Setpoint RE BV for a cash consideration of £1,280,000 (€1,600,000). Setpoint RE BV was established on 26 April 2013 with its only asset being the leases of 15 stores in the Netherlands which were transferred into it on 27 April 2013 from Setpoint BV who were looking to close down their retail operations. Following a refit, 14 of these stores now trade under the JD fascia with one store handed back to the landlord. The only asset acquired is the right to the leases, with a fair value of £1,280,000 (€1,600,000). As the acquisition does not constitute a business combination under IFRS 3, the Group has not applied acquisition accounting. Ark Fashion Limited On 28 June 2013, the Group acquired, via its new 70% owned subsidiary Ark Fashion Limited, the trade and assets of Rett Retail Limited from its Administrators for a total cash consideration of £1,138,000 which was equal to the fair value of the net identifiable assets acquired. On acquisition, there were nine stores trading as Ark in the North of England and the Midlands with a separate trading website. Since acquisition three of the stores have been closed. The measurement period concluded in the 52 week period ended 31 January 2015, with no measurement adjustments being made to the fair values in this period. Isico U.S.A. Sports Eric Isichei & Soehne oHG On 1 July 2013, the Group acquired, via its new 85% subsidiary JD Sports Fashion Germany GmbH, the trade and assets of Isico U.S.A. Sports Eric Isichei & Soehne oHG (‘Isico’) for a cash consideration of £800,000 (€1,000,000). On acquisition, Isico had 10 small stores primarily in Berlin but with a presence also in Hamburg, Hannover and Frankfurt. These stores have been rebranded to JD during 2014. The Board believes that the excess of consideration paid over the fair value of the net identifiable assets of £982,000 is best considered as goodwill on acquisition representing employee expertise. The measurement period concluded in the 52 week period ended 31 January 2015, with no measurement adjustments being made to the fair values in this period. 98 Financial Statements Notes to the Consolidated Financial Statements (Continued) 12. Aquisitions (continued) ActivInstinct Limited On 25 October 2013, the Group, via its new 81.2% subsidiary ActivInstinct Holdings Limited acquired the issued share capital of ActivInstinct Limited for an initial cash consideration of £9,093,000 with a maximum further payment of £4,136,000 payable after 31 August 2014 depending on performance. ActivInstinct is an online multi-sport retailer of premium, technical sporting equipment. Included within the fair value of net identifiable assets on acquisition is an intangible asset of £3,524,000 representing the ‘ActivInstinct’ fascia name. The Board believes that the excess of consideration paid over the fair value of the net identifiable assets of £6,617,000 is best considered as goodwill on acquisition representing employee expertise. Of the maximum further payment of £4,136,000 payable after 31 August 2014, £76,000 was paid during the 52 week period ended 31 January 2015 with the balance of £4,060,000 paid in February 2015. The measurement period concluded in the 52 week period ended 31 January 2015, with no further measurement adjustments being made to the fair values in this period. The final goodwill calculation is summarised below: Book value £000 Measurement adjustments £000 Fair value at 31 January 2015 £000 Acquiree's net assets at the acquisition date: Intangible assets Property, plant and equipment Inventories Cash and cash equivalents Trade and other receivables Trade and other payables Income tax liabilities Interest bearing loans and borrowings Deferred tax asset/(liabilities) Net identifiable assets Non-controlling interest Goodwill on acquisition Consideration paid - satisfied in cash Non-controlling interest share of loan made from JD Sports Fashion Plc to ActivInstinct Holdings Limited Deferred consideration Total consideration - 164 3,035 1,110 808 (2,407) (452) (18) 20 2,260 (425) 3,524 - - - - - - - (705) 2,819 (530) 3,524 164 3,035 1,110 808 (2,407) (452) (18) (685) 5,079 (955) 6,617 9,093 (2,488) 4,136 10,741 Tiso Group On 11 November 2013, the Group acquired 60% of the issued share capital of Tiso Group Limited for a cash contribution of £2,000,000 and have also advanced £5,340,000 to allow it to settle an element of its indebtedness. Tiso is a highly regarded retailer of Outdoor clothing, footwear and equipment and has four fascias (Tiso, Alpine Bikes, Blues ski and George Fisher). On acquisition, the Group was trading from 17 stores (all in Scotland except for the George Fisher store), along with two trading websites. Included within the fair value of net identifiable assets on acquisition is an intangible asset of £2,700,000 representing the ‘Tiso’, ‘Alpine Bikes’ and ‘George Fisher’ fascia names. The Board believes that the excess of consideration paid over the fair value of the net identifiable assets of £3,280,000 is best considered as goodwill on acquisition representing employee expertise. The measurement period concluded in the 52 week period to 31 January 2015, with no measurement adjustments being made to the fair values in this period. The final goodwill calculation is summarised below: Book value £000 Measurement adjustments £000 Fair value at 31 January 2015 £000 Acquiree's net assets at the acquisition date: Intangible assets Property, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Interest bearing loans and overdrafts Trade and other payables Deferred tax liabilities Net identifiable (liabilities)/assets Non-controlling interest (40%) Goodwill on acquisition Consideration paid - satisfied in cash - 6,327 5,404 673 103 (3,637) (12,161) (2) (3,293) 1,317 2,700 (1,000) - - - - - (540) 1,160 (464) 2,700 5,327 5,404 673 103 (3,637) (12,161) (542) (2,133) 853 3,280 2,000 99 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 13. Disposals Disposal of 100% of the Issued Ordinary Share Capital of Bank Fashion Limited On 25 November 2014, the Group disposed of its 100% shareholding in Bank Fashion Limited to Huk 57 Limited (a subsidiary of Hilco Capital Limited) for a total consideration of £18.15m. The total cash payment comprised £1 for the entire share capital of Bank Fashion Limited and £18.15m which repaid a substantial part of the intercompany receivable balance of £28.25m. JD Sports Fashion Plc has recorded a provision of £10.1m against the remaining balance. The assets and liabilities related to Bank Fashion Limited form a disposal group. Bank Fashion Limited has been treated as a discontinued operation as at 31 January 2015 as its fashionwear business offering represented a significant line of business. Further information related to the disposal is set out below: £000 18,150 (20,506) (5,481) 1,519 (6,318) 18,150 - 18,150 Total £000 116,800 22,881 139,681 8,567 7,152 (5,481) 149,919 20,776 2,736 11,839 35,351 8,433 5,060 48,844 101,075 104,330 96,024 Goodwill £000 Brand licences £000 Brand names £000 Fascia name £000 Software development £000 67,897 10,879 78,776 7,363 - - 11,779 15,314 - - 11,779 15,314 - - - - 29 - 86,139 11,779 15,343 13,721 - 11,839 25,560 - 4,153 29,713 56,426 53,216 54,176 3,431 1,112 - 4,543 2,799 - 7,342 4,437 7,236 8,348 2,786 1,485 - 4,271 3,112 438 7,821 7,522 11,043 12,528 21,810 7,393 29,203 1,204 - (5,481) 24,926 838 - - 838 1,000 469 2,307 22,619 28,365 20,972 - 4,609 4,609 - 7,123 - 11,732 - 139 - 139 1,522 - 1,661 10,071 4,470 - Consideration received Less carrying value of net assets disposed of Less fascia name disposed of Plus deferred tax on fascia name Loss on disposal Net cashflow on disposal: Consideration received Less cash and cash equivalents disposed of Net cash inflow from disposal 14. Intangible Assets Group Cost or valuation At 2 February 2013 Acquisitions At 1 February 2014 Acquisitions Additions Divestment of subsidiaries At 31 January 2015 Amortisation and impairment At 2 February 2013 Charge for the period Impairments At 1 February 2014 Charge for the period Impairments At 31 January 2015 Net book value At 31 January 2015 At 1 February 2014 At 2 February 2013 100 Financial Statements Notes to the Consolidated Financial Statements (Continued) 14. Intangible Assets (continued) Impairment The impairment in the current period relates to the impairment of the goodwill arising in prior years on the acquisition of Blacks Outdoor Retail Limited (‘Blacks’), the goodwill arising on the acquisition of Kukri Sports Limited, the Kukri brand name and the Ark fascia name. The goodwill in Blacks of £2,500,000 arose in January 2012 on the acquisition of the trade and assets of Blacks Leisure Group Plc (in administration) by the Group’s newly formed subsidiary, Blacks Outdoor Retail Limited. Blacks is a cash-generating unit and is included in the Outdoor segment. The recoverable amount of the cash-generating unit is the value-in-use, which has been calculated using a pre-tax discount rate of 15.3% (2014: 13.0%). The goodwill has been impaired following a weaker than anticipated performance in the second half of the year where the particularly mild and dry weather across Western Europe resulted in heavy discounting across the wider Outdoor Sector which impacted margins. The Board believes that the Blacks fascia name (£6,500,000) and Millets fascia name (£2,000,000) are recoverable after having performed relevant sensitivity analysis. Furthermore, the Kukri goodwill (£1,653,000) and brand name (£438,000) and the Ark fascia name (£469,000) have been impaired; being the amounts unsupported following the impairment reviews on the relevant cash-generating units. The impairment in the previous period related to an additional impairment of the goodwill on the acquisition of the entire issued share capital of Pink Soda Limited (formerly Bank Stores Holdings Limited) in which the subsidiary, Bank Fashion Limited, was held. The Group disposed its 100% shareholding in Bank Fashion Limited on 25 November 2014 (see note 13). Intangibles Assets with Definite Lives Brand Licences Brand licences are stated at cost less accumulated amortisation and impairment losses. Amortisation of brand licences is charged to the Consolidated Income Statement within cost of sales over the term to the licence expiry on a straight line basis. Brand licenses are tested annually for impairment by comparing the recoverable amount to their carrying value. Impairment losses are recognised in the Consolidated Income Statement. The recoverable amount of brand licences is determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the relevant cash-generating unit until the license expiry date and the choice of a suitable discount rate in order to calculate the present value. The Group’s brand licenses and the key assumptions used in the value-in-use calculations, is as follows: Basic Information Impairment Model Assumptions Used Group Fila Sergio Tacchini Segment Terms Net Book Value 2015 £000 Cost £000 Sports Fashion 10 year license 7,500 4,437 Net Book Value 2014 £000 5,188 Short term growth rate (1) % Long term growth rate (2) % 2.0% 2.0% from January 2011 for exclusive use of the brand in the UK and Republic of Ireland Sports Fashion Sub-licence to use 4,279 - 2,048 N/A N/A the brand in the UK until 2019 11,779 4,437 7,236 Pre Tax Discount rate (3) 2015 % 13.0% Pre Tax Discount rate (3) 2014 % 13.3% N/A - fully written down 13.3% Margin rate Gross margins over the remaining license period are assumed to be consistent with approved budget levels for the period ending January 16 The licence has been fully written down in the period ended January 2015. (1) The short term growth rate is the Board approved compound annual growth rate in sales for the first two year period following the January 2016 financial year currently underway (2) The long term growth rate is the rate used thereafter until the end of the license period (3) The discount rate applied is pre-tax and reflects current market assessments of the time value of money and risks specific to the assets, for which future cash flow estimates have not been adjusted. This discount rate is considered to be equivalent to the rate a market participant would use 101 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 14. Intangible Assets (continued) Brand Names Brand names acquired as part of a business combination are stated at fair value as at the acquisition date less accumulated amortisation and impairment losses. Brand names separately acquired are stated at cost less accumulated amortisation and impairment losses. The useful economic life of each purchased brand name is considered to be finite. Brand names are all amortised over a period of 10 years and the amortisation charge is included within administrative expenses in the Consolidated Income Statement. Brand names are tested annually for impairment by comparing the recoverable amount to their carrying value. The recoverable amount of brand names is determined based on a ‘royalty relief’ method of valuation. This is based on an estimation of future sales and the choice of a suitable royalty and discount rate in order to calculate the present value, when this method is deemed the most appropriate. This method involves calculating a net present value for each brand by discounting the projected future royalties expected over the remaining useful life of each brand. The future royalties are estimated by applying a suitable royalty rate to the sales forecast. Alternatively the carrying value of the brand names has been allocated to a cash-generating unit, along with the relevant goodwill and fascia names, and tested in the value-in-use calculation performed for that cash-generating unit (see overleaf). Impairment losses are recognised in the Consolidated Income Statement. The Group’s brand names and the key assumptions used in ‘royalty relief’ method of valuation, is as follows: Segment Group Royalty relief model used to test the following brands: Sports Fashion Duffer of St George Sports Fashion Sonneti Sports Fashion Fenchurch (4) Sports Fashion Peter Werth Sports Fashion Henleys Sports Fashion One True Saxon Sports Fashion Fly 53 Gio Goi Sports Fashion Brands included within the intangible asset models (as below): Peter Storm Eurohike Kukri Nanny State Brands with nil net book value at period end: Chilli Pepper Kooga Outdoor Outdoor Sports Fashion Sports Fashion Sports Fashion Sports Fashion Basic Information Impairment Model Assumptions Used Date of acquisition Cost £000 Net Book Value 2015 £000 Net Book Value 2014 £000 Short term growth rate (1) % Long term growth rate (2) % Pre Tax Discount rate (3) 2015 % Pre Tax Discount rate (3) 2014 % 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 13.0% 13.0% 13.0% 13.0% 13.0% 13.0% 13.0% 13.0% 13.3% 13.3% - 13.3% 13.3% 13.3% 13.3% 13.3% 24 November 2009 26 April 2010 17 March 2011 26 May 2011 4 May 2012 13 September 2012 2 February 2013 31 January 2013 9 January 2012 9 January 2012 7 February 2011 4 August 2010 2,042 1,520 1,100 400 2,632 50 458 2,400 2,250 750 720 350 18 June 2010 3 July 2009 190 452 15,314 913 836 669 253 1,908 38 323 297 1,578 512 - 195 - - 7,522 1,110 988 779 293 2,172 43 369 2,160 1,796 599 504 230 - - 11,043 (1) The short term growth rate is the Board approved annual growth rate in sales for the first two year period following the January 2016 financial year currently underway. (2) The long term growth rate is the rate used thereafter until the end of the useful life remaining. (3) The discount rate applied is pre-tax and reflects current market assessments of the time value of money and risks specific to the assets, for which future cash flow estimates have not been adjusted. This discount rate is considered to be equivalent to the rate a market participant would use. (4) In previous years the Fenchurch brand has been included within an intangible asset model. For the current year Fenchurch has been tested using the royalty relief method as this was considered more appropriate. 102 Financial Statements Notes to the Consolidated Financial Statements (Continued) 14. Intangible Assets (continued) Software Development Software developments costs (including website development costs) are capitalised as Intangible Assets if the technical and commercial feasibility of the project has been demonstrated, the future economic benefits are probable, the Group has an intention and ability to complete and use or sell the software and the costs can be measured reliably. Costs that do not meet these criteria are expensed as incurred. Software development costs are stated at historic cost, less accumulated amortisation. Software development costs are all amortised over a period of two to seven years and the amortisation charge is included within administrative expenses in the Consolidated Income Statement. Intangibles Assets with Indefinite Lives Fascia Name Separately identifiable fascia names acquired are stated at fair value as at the acquisition date less accumulated impairment losses. With the exception of the Champion fascia name, all fascia names are not being amortised as management consider these assets to have indefinite useful economic life. All fascia names are subject to an impairment review on an annual basis or more frequently if there is an indicator that the fascia name is impaired. The recoverable amount of these assets is determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows expected to arise from the continuing operation of the cash-generating unit and the choice of a suitable discount rate in order to calculate the present value. Impairment losses are recognised in the Consolidated Income Statement. As the remaining Champion stores are being converted to the JD fascia it was determined that this now indicates that the Champion fascia name has a finite useful life and should be amortised in line with the conversion programme. The change in the useful life assessment from indefinite to finite in the period has been accounted for as a change in the accounting estimate in accordance with IAS 8. The change in accounting estimate has resulted in a £1,000,000 amortisation charge for the period ended 31 January 2015. The fascia name is expected to be fully amortised in the period ended 30 January 2016 with a further amortisation charge of £1,000,000. Factors considered by the Board in determining that the useful life of the fascia names are indefinite for all fascia names (with the exception of Champion): • The strength of the respective fascia names in the relevant sector and geographic region where the fascia is located • The history of the fascia names and that of similar assets in the UK (in relation to Blacks, Millets, Tessuti, Ark and Tiso), Spain (Sprinter) and Germany (Isico) retail sectors • The commitment of the Group to continue to operate these stores separately for the foreseeable future, including the ongoing investment in new stores and refurbishments • The strength of the respective online fascia names for the online fascia’s acquired (Cloggs, ActivInstinct and Mainline Menswear) Goodwill Goodwill represents amounts arising on acquisition of subsidiaries. Method 1: For acquisitions on or after 31 January 2010, the Group measures goodwill at the acquisition date as: • the fair value of the consideration transferred; plus • the recognised amount of any non-controlling interests in the acquiree; plus • if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less • the net recognised amount of the identifiable assets acquired and liabilities assumed. When the excess is negative, negative goodwill is recognised immediately in the Consolidated Income Statement. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit/loss on disposal. Method 2: In respect of business acquisitions that occurred from 1 February 2004 to 30 January 2010, goodwill represents the difference between the cost of the acquisition and the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative (negative goodwill), it was recognised immediately in the Consolidated Income Statement as an exceptional item. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurred in connection with business combinations were capitalised as part of the cost of the acquisition. Method 3: In respect of acquisitions prior to 1 February 2004, goodwill is included on the basis of its deemed cost, which represents the amount recorded under previous GAAP. The classification and accounting treatment of business combinations that occurred prior to 1 February 2004 has not been reconsidered in preparing the Group’s opening adopted IFRS balance sheet at 1 February 2004. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment and whenever there is an indication that the goodwill may be impaired. The cash-generating units used are either the store portfolios or individual businesses acquired. The recoverable amount is compared to the carrying amount of the cash-generating units including goodwill. The recoverable amount of a cash-generating unit is determined based on value-in-use calculations. The carrying amount of goodwill and fascia name by cash-generating units, along with the key assumptions used in the value-in-use calculation is set out on the following pages: 103 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 14. Intangible Assets (continued) Basic Financial Information Impairment Model Assumptions Used Goodwill 2015 £000 Segment Fascia name 2015 £000 Total intangible 2015 £000 Goodwill 2014 £000 Fascia name 2014 £000 Total intangible 2014 £000 Short term growth rate (1) % Long term growth rate (2) % Margin rate Pre Tax Discount rate (3) 2015 % Pre Tax Discount rate (3) 2014 % Sports Fashion 924 - 924 924 - 924 1.0% 1.0% Gross margins are assumed 9.9% 10.2% to be marginally higher than recent historic and approved budget levels Sports Fashion 14,976 - 14,976 14,976 - 14,976 1.0% 1.0% Gross margins are assumed 9.9% 10.2% to be broadly consistent with recent historic and approved budget levels Sports Fashion 11,202 1,000 12,202 11,202 2,000 13,202 2.0% 2.0% Gross margins are assumed 12.7% 13.6% to be broadly consistent with recent historic and approved budget levels Sports Fashion 6,173 4,139 10,312 6,173 4,139 10,312 2.0% 2.0% Gross margins are assumed 15.1% 16.5% to be broadly consistent with recent historic and approved budget levels Sports Fashion 982 - 982 982 - 982 1.0% 1.0% Gross margins are assumed 11.5% 14.1% to be broadly consistent with recent historic and approved budget levels Sports Fashion 6,617 3,524 10,141 6,617 3,524 10,141 1.0% 1.0% Gross margins are assumed 13.7% 14.1% Sports Fashion - - - - 5,481 5,481 - - to be broadly consistent with recent historic and approved budget levels Bank has been disposed of in the period to January 2015 Sports Fashion 1,092 852 1,944 1,092 852 1,944 3.0% Sports Fashion 105 - 105 105 - 105 3.0% Group Allsports store portfolio First Sport store portfolio Champion store portfolio Sprinter store portfolio Isico store portfolio ActivInstinct online Bank store portfolio Tessuti store portfolio Originals store portfolio 12.2% N/A - disposed of during the year 12.0% 13.0% 12.0% 13.4% 13.1% 14.0% 1.0% Gross margins are assumed to improve by 6.3% in the short term to reflect focused strategy regarding stock and merchandising and a reduction in clearance activity 3.0% Gross margins are assumed to improve by 6.3% in the short term to reflect focused strategy regarding stock and merchandising and a reduction in clearance activity 2.0% Gross margins are assumed to improve by 4.3% in the short term to reflect implementation of enhanced group terms and focused strategy regarding stock and merchandising Cloggs online Sports Fashion - 700 700 - 700 700 2.0% Ark store portfolio Sports Fashion - - - - 469 469 - - Ark has been fully impaired in the period to January 2015 N/A - fully impaired 13.0% Outdoor - 8,500 8,500 2,500 8,500 11,000 4.2% 3.0% Gross margins are assumed 15.3% 13.0% to improve by 4.6% in the short term to reflect increase proportion of own brand sales budget and better purchasing Blacks/Millets store portfolio (4) 104 Financial Statements Notes to the Consolidated Financial Statements (Continued) 14. Intangible Assets (continued) Basic Financial Information Impairment Model Assumptions Used Goodwill 2015 £000 Fascia name 2015 £000 Total intangible 2015 £000 Goodwill 2014 £000 Fascia name 2014 £000 Total intangible 2014 £000 Short term growth rate (1) % Long term growth rate (2) % Margin rate Pre Tax Discount rate (3) 2015 % Pre Tax Discount rate (3) 2014 % Group Segment Tiso store portfolio Outdoor 3,280 2,700 5,980 3,280 2,700 5,980 3.0% 2.0% Gross margins are assumed 13.1% 13.4% Nicholas Deakins Limited Kukri Sports Limited Source Lab Limited Focus Brands Limited Topgrade Sportswear Limited Mainline Menswear Limited Ultimate Outdoors Limited Sports Fashion 864 - 864 864 - 864 1.0% to improve by 4.1% in the short term to reflect focused strategy regarding stock and merchandising 1.0% Gross margins are assumed to be broadly consistent with recent historic and approved budget levels 13.2% 12.8% Sports Fashion - - - 1,653 - 1,653 - - Kukri has been fully impaired in the period to January 2015 N/A - fully impaired 15.4% Sports Fashion 2,131 - 2,131 2,131 - 2,131 2.0% 2.0% Gross margins are assumed 12.4% 12.8% to be broadly consistent with recent historic and approved budget levels Sports Fashion 700 - 700 700 - 700 1.0% 1.0% Gross margins are assumed 13.1% 13.4% to improve by 2.7% in the short term to reflect focused strategy regarding stock and merchandising and a reduction in clearance activity Sports Fashion 17 - 17 17 Sports Fashion 7,363 843 8,206 - - - 17 - - Not material for Group - - 3.0% 1.0% Gross margins are assumed 13.6% to improve by 1.2% in the short term to reflect implementation of enhanced group terms and focused strategy regarding stock and merchandising Outdoors - 361 361 - - - 1.0% 1.0% Gross margins are assumed 14.0% to improve by 3.6% in the short term to reflect implementation of enhanced group terms and focused strategy regarding stock and merchandising - - - 56,426 22,619 79,045 53,216 28,365 81,581 (1) The short term growth rate is the Board approved compound annual growth rate for the four year period following the January 2016 financial year currently underway (2) The long term growth rate is the rate used thereafter, which is an estimate of the growth based on past experience within the Group taking account of economic growth forecast for the relevant industries (3) The discount rate applied is pre-tax and reflects the current market assessments of the time value of money and any specific risk premiums relevant to the individual cash-generating unit. These discount rates are considered to be equivalent to the rates a market participant would use (4) The impairment model prepared for Blacks and Millets, in addition to covering the fascia names, has also been used to support the net book value of the Peter Storm and Eurohike brand names, which are exclusively sold through the Blacks and Millets store portfolio The cash flow projections used in the value-in-use calculations are all based on actual operating results, together with financial forecasts and strategy plans approved by the Board covering a five year period. These forecasts and plans are based on both past performance and expectations for future market development. 105 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 14. Intangible Assets (continued) Sensitivity Analysis A sensitivity analysis has been performed on the base case assumptions of margin growth used for assessing the goodwill and other intangibles. With regards to the assessment of value-in-use of all cash-generating units, with the exceptions of those listed below, the Board believe that there are no reasonably possible changes in any of the key assumptions, which would cause the carrying value of the unit to exceed its recoverable amount. For the Blacks goodwill cash-generating units, changes in key assumptions could cause the carrying value of the unit to exceed its recoverable amount. The Board has considered the possibility of each of these businesses achieving less revenue and gross profit % than forecast. Whilst any reduction in revenue would be partially offset by a reduction in revenue related costs, the Board would also take actions to mitigate the loss of gross profit by reducing other costs. Blacks Should the business not achieve the assumed gross margin rate % growth in the first five year period of 4.6% by 2.0% and be unable to reduce selling and distribution and administrative costs, the reduction in value-in-use would lead to an impairment of £2,200,000. All other assumptions remain unchanged. Company Cost or valuation At 2 February 2013 Acquisitions At 1 February 2014 Additions At 31 January 2015 Amortisation and impairment At 2 February 2013 Charge for the period At 1 February 2014 Charge for the period At 31 January 2015 Net book value At 31 January 2015 At 1 February 2014 At 2 February 2013 Goodwill £000 Brand licences £000 Brand names £000 Software development £000 19,945 11,779 - - 19,945 11,779 - - 19,945 11,779 4,045 - 4,045 - 4,045 15,900 15,900 15,900 3,431 1,112 4,543 2,799 7,342 4,437 7,236 8,348 8,750 - 8,750 1,029 9,779 1,090 855 1,945 3,289 5,234 4,545 6,805 7,660 - 4,609 4,609 7,123 11,732 - 139 139 1,522 1,661 10,071 4,470 - Total £000 40,474 4,609 45,083 8,152 53,235 8,566 2,106 10,672 7,610 18,282 34,953 34,411 31,908 Goodwill in the Company comprises the goodwill on acquisition of First Sport (£14,976,000) and Allsports (£924,000). Brand names in the Company comprise all brand names included in the Group table above within the Sport Fashion segment, with the exception of the fair value adjustments remaining in relation to brand name acquired on acquisition of Duffer of St George (£887,000). 106 Financial Statements Notes to the Consolidated Financial Statements (Continued) 15. Property, Plant and Equipment Owned Assets Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful economic lives, they are accounted for as separate items. Legal fees and other costs associated with the acquisition of a leasehold interest are capitalised within non-current other assets (see note 17). These costs are amortised over the life of the lease. Lease incentives are credited to the Consolidated Income Statement on a straight line basis over the life of the lease. Rental income from operating leases where the Group is the lessor is recognised on a straight-line basis over the term of the relevant lease. Depreciation Depreciation is charged to the Consolidated Income Statement over the estimated useful life of each part of an item of property, plant and equipment. The estimated useful economic lives are as follows: • Freehold land not depreciated • Long leasehold and freehold properties 2% per annum on a straight line basis • Improvements to short leasehold properties life of lease on a straight line basis • Computer equipment • Fixtures and fittings • Motor vehicles 3 - 4 years on a straight line basis 5 - 7 years, or length of lease if shorter, on a straight line basis 25% per annum on a reducing balance basis Group Cost At 2 February 2013 Additions Disposals Transfers On acquisition of subsidiaries Exchange differences At 1 February 2014 Additions Disposals Acquisitions Divestment of subsidiaries Exchange differences At 31 January 2015 Depreciation and impairment At 2 February 2013 Charge for the period Disposals Impairments Transfer to Deposits Exchange differences At 1 February 2014 Charge for the period Disposals Impairments Acquisitions Divestment of subsidiaries Exchange differences At 31 January 2015 Net book value At 31 January 2015 At 1 February 2014 At 2 February 2013 Freehold land, long leasehold & freehold properties £000 Improvements to short leasehold properties £000 Computer equipment £000 Fixtures and fittings £000 Motor vehicles £000 5,589 2,965 - 268 3,298 - 12,120 - - 554 - - 12,674 60 133 - - - - 193 191 - - 107 - - 491 12,183 11,927 5,529 18,370 2,314 (631) (268) 1,087 - 20,872 2,556 (895) - (3,482) (1) 19,050 10,462 1,542 (515) 230 - - 11,719 1,915 (724) 84 - (1,848) - 11,146 7,904 9,153 7,908 25,960 8,211 (999) 84 230 (6) 33,480 6,006 (458) 7 (383) (9) 38,643 12,549 4,215 (760) 48 - (3) 16,049 6,970 (395) 5 - (300) (7) 22,322 16,321 17,431 13,411 194,734 26,712 (11,263) (84) 1,449 (14) 211,534 44,298 (12,828) 930 (23,466) (5) 220,463 92,890 24,728 (10,203) 1,508 (62) (9) 108,852 26,428 (12,024) 1,114 717 (15,916) 5 109,176 111,287 102,682 101,844 427 149 (191) - 28 (17) 396 64 (192) 3 32 12 315 18 125 (114) - - (14) 15 97 (85) - - 31 18 76 239 381 409 Total £000 245,080 40,351 (13,084) - 6,092 (37) 278,402 52,924 (14,373) 1,494 (27,299) (3) 291,145 115,979 30,743 (11,592) 1,786 (62) (26) 136,828 35,601 (13,228) 1,203 824 (18,033) 16 143,211 147,934 141,574 129,101 107 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 15. Property, Plant and Equipment (continued) Impairment charges of £1,203,000 (2014: £1,786,000) relate to all classes of property, plant and equipment in cash-generating units which are loss making and where it is considered that the position cannot be recovered as a result of a continuing deterioration in the performance in the particular store. The cash-generating units represent individual stores, or a collection of stores where the cash flows are not independent, with the loss based on the specific revenue streams and costs attributable to those cash-generating units. Assets in impaired stores are written down to their recoverable amount which is calculated as the greater of the fair value less costs to sell and value-in-use. Leased Assets Assets funded through finance leases and similar hire purchase contracts are capitalised as property, plant and equipment where the Group assumes substantially all of the risks and rewards of ownership. Upon initial recognition, the leased asset is measured at the lower of its fair value and the present value of the minimum lease payments. Future instalments under such leases, net of financing costs, are included within interest-bearing loans and borrowings. Rental payments are apportioned between the finance element, which is included in finance costs, and the capital element which reduces the outstanding obligation for future instalments so as to give a constant charge on the outstanding obligation. All other leases are accounted for as operating leases and the rental costs, are charged to the Consolidated Income Statement on a straight line basis over the life of the lease. Contingent rental payments, where payment is conditional on the Group’s operating performance derived from the lease item (e.g. turnover levels), are expensed in the period incurred. The carrying amount of the Group’s property, plant and equipment includes an amount of £63,000 (2014: £49,000) in respect of assets held under finance leases, comprising fixtures and fittings of £nil (2014: £nil) and motor vehicles of £63,000 (2014: £49,000). The depreciation charge on those assets for the current period was £26,000 (2014: £42,000), comprising fixtures and fittings of £nil (2014: £10,000) and motor vehicles of £26,000 (2014: £32,000). Improvements to short leasehold properties £000 Land £000 942 13,320 - - 942 - - 942 - - - - - - - - 942 942 942 591 (440) 13,471 1,135 (743) 13,863 8,669 922 (371) 11 9,231 992 (683) 9,540 4,323 4,240 4,651 Computer equipment £000 Fixtures and fittings £000 Motor vehicles £000 20,952 5,718 (148) 26,522 3,693 (114) 30,101 10,795 2,592 (99) 3 13,291 4,956 (99) 18,148 11,953 13,231 10,157 125,012 8,201 (3,571) 129,642 21,860 (6,211) 145,291 68,929 11,785 (3,167) 73 77,620 12,307 (6,002) 83,925 61,366 52,022 56,083 205 43 (33) 215 - (145) 70 114 29 (25) - 118 13 (105) 26 44 97 91 Total £000 160,431 14,553 (4,192) 170,792 26,688 (7,213) 190,267 88,507 15,328 (3,662) 87 100,260 18,268 (6,889) 111,639 78,628 70,532 71,924 Company Cost At 2 February 2013 Additions Disposals At 1 February 2014 Additions Disposals At 31 January 2015 Depreciation and impairment At 2 February 2013 Charge for period Disposals Impairments At 1 February 2014 Charge for period Disposals At 31 January 2015 Net book value At 31 January 2015 At 1 February 2014 At 2 February 2013 108 Financial Statements Notes to the Consolidated Financial Statements (Continued) 16. Investment Property Investment property, which is property held to earn rentals, is stated at cost less accumulated depreciation and impairment losses. Investment property is depreciated over a period of 50 years on a straight line basis, with the exception of freehold land, which is not depreciated. The Group has elected not to revalue investment property annually but to disclose the fair value in the Consolidated Financial Statements. The fair value is based on an external valuation prepared by persons having the appropriate professional qualification and experience. Company Cost At 2 February 2013, 1 February 2014 and 31 January 2015 Depreciation and impairment At 2 February 2013 Charge for period At 1 February 2014 Charge for period At 31 January 2015 Net book value At 31 January 2015 At 1 February 2014 At 2 February 2013 £000 4,837 1,223 41 1,264 41 1,305 3,532 3,573 3,614 The investment properties brought forward relates to properties leased to Focus Brands Limited (£4,160,000) and Kukri Sports Limited (£677,000). Both of these properties are owner-occupied from the perspective of the Group as both Focus Brands Limited and Kukri Sports Limited are subsidiaries of the Group. These properties however remain Investment Properties from the Company perspective as at 31 January 2015. Based on an external valuation, the fair value of the investment properties as at 31 January 2015 was £3,777,000 (2014: £3,477,000). Management do not consider either of the investment properties to be impaired as the future rental income supports the carrying value. 109 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 17. Non-Current Other Assets Key Money Monies paid in certain countries to give access to retail locations are capitalised within non-current assets. Key money is stated at historic cost less impairment losses. These assets are not depreciated as past experience has shown that the key money is fully recoverable on disposal of a retail location and is deemed to have an indefinite useful economic life but will be impaired if evidence exists that the market value is less than the historic cost. Gains/losses on key money from the subsequent disposal of these retail locations are recognised in the Consolidated Income Statement. Deposits Money paid in certain countries as deposits to store landlords as protection against non-payment of rent, is capitalised within non-current assets. A provision for the impairment of these deposits is established when there is objective evidence that the landlord will not repay the deposit in full. Legal Fees Legal fees and other costs associated with the acquisition of a leasehold interest are capitalised within non-current other assets and amortised over the life of the lease. Lease Premia Money paid in certain countries specifically to landlords or tenants as an incentive to exit an existing lease commonly referred to as compensation for early termination, to enable acquisition of that lease. These payments are capitalised within other non-current assets and amortised over the life of the lease. Group Company Key Money £000 Deposits £000 Legal Fees £000 Lease Premia £000 Total £000 Legal Fees £000 Lease Premia £000 12,725 1,444 (83) - 14,086 240 (255) (280) 13,791 822 - - 146 - 968 - 10 - (220) 758 2,394 592 (61) - 2,925 1,135 (208) - 3,852 - - - - 62 62 - - - - 62 13,033 13,118 11,903 3,790 2,863 2,394 10,306 1,188 (232) 1,280 12,542 1,654 (200) (1,280) 12,716 4,035 874 (198) 10 - 4,721 1,015 (136) 93 - 5,693 7,023 7,821 6,271 - - - - - 7,095 - 1,560 8,655 - - - - - - 192 - (93) 99 8,556 - - Cost At 2 February 2013 Additions Disposals On acquisition At 1 February 2014 Additions Disposals Transfers At 31 January 2015 Depreciation and Impairment At 2 February 2013 Charge for period Disposals Impairments Transfer from Property, Plant and Equipment At 1 February 2014 Charge for period Disposals Reclassifications Impairments At 31 January 2015 Net book value At 31 January 2015 At 1 February 2014 At 2 February 2013 110 Total £000 8,080 1,070 (189) - 8,961 6,654 (200) - 25,425 3,224 (376) 1,280 29,553 10,124 (663) - 8,080 1,070 (189) - 8,961 1,654 (200) - - - - - - 5,000 - - 39,014 10,415 5,000 15,415 4,857 3,681 874 (198) 156 62 5,751 1,207 (126) - (220) 6,612 32,402 23,802 20,568 589 (154) 10 - 4,126 677 (136) - - 4,667 5,748 4,835 4,399 - - - - - - - - - - - 5,000 - - 3,681 589 (154) 10 - 4,126 677 (136) - - 4,667 10,748 4,835 4,399 Financial Statements Notes to the Consolidated Financial Statements (Continued) 18. Investments In the Company’s accounts all investments in subsidiary undertakings and joint ventures are stated at cost less provisions for impairment losses. Basis of Consolidation I. Subsidiaries Subsidiaries are entities controlled by 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 those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the equity attributable to holders of the parent. Non-controlling interests consist of the amount of those interests at the date that control commences and the attributable share of changes in equity subsequent to that date. II. Joint Ventures Joint ventures are entities over which the Group has joint control based on a contractual arrangement. The results and assets and liabilities of joint ventures are incorporated in the consolidated financial statements using the equity method of accounting. Investments in joint ventures are carried in the Consolidated Statement of Financial Position at cost and adjusted for post-acquisition changes in the Group’s share of the net assets. Losses of the joint venture in excess of the Group’s interest in it are not recognised. III. Transactions Eliminated on Consolidation Intragroup balances, and any unrealised income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Changes in Ownership Interest Without a Loss of Control In accordance with IAS 27 ‘Consolidated and Separate Financial Statements’ (2008), upon a change in ownership interest in a subsidiary without a loss of control, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non- controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the parent. Acquisitions or disposals of non-controlling interests are therefore accounted for as transactions with owners in their capacity as owners and no goodwill is recognised as a result of such transactions. Associated transaction costs are accounted for within equity. Company Cost At 2 February 2013 Additions At 1 February 2014 Additions Disposals At 31 January 2015 Impairment At 2 February 2013, 1 February 2014 and 31 January 2015 Net book value At 31 January 2015 At 1 February 2014 At 2 February 2013 £000 51,422 9,275 60,697 14,452 - 75,149 - 5,470 69,679 55,227 45,952 111 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 18. Investments (continued) The additions to investments in the current year comprise the following. Unless otherwise stated the investment is 100% owned. Company Mainline Menswear Holdings Limited (80% owned) R. D. Scott Limited JD Size GmbH JD Sports Fashion SRL Total additions The disposals in the current year comprise the following. Unless otherwise stated the investment is 100% owned. Company Bank Fashion Limited Total disposals A list of principal subsidiaries is shown in note 36. 19. Inventories 2015 £000 11,424 3,000 20 8 14,452 2015 £000 - - Inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average principle. Provisions are made for obsolescence, mark downs and shrinkage. Finished goods and goods for resale Group Company 2015 £000 2014 £000 225,020 186,116 2015 £000 91,024 2014 £000 73,525 The cost of inventories recognised as expenses and included in cost of sales from continuing operations for the 52 weeks ended 31 January 2015 was £782,703,000 (20014: re-presented £624,220,000). The Group has £24,602,000 (2014: £19,556,000) of stock provisions at the end of the period. The Company has £9,798,000 (2014: £6,813,000) of stock provisions at the end of the period. 112 Financial Statements Notes to the Consolidated Financial Statements (Continued) 20. Trade and Other Receivables Trade receivables are recognised at amortised cost less impairment losses. A provision for the impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments are considered indicators that the trade receivable is impaired. The movement in the provision is recognised in the Consolidated Income Statement. Group Company Current assets Trade receivables Other receivables Prepayments and accrued income Amounts owed by other Group companies The ageing of trade receivables is detailed below: Group Not past due Past due 0 - 30 days Past due 30 - 60 days Past 60 days Company Not past due Past due 0 - 30 days Past due 30 - 60 days Past 60 days Gross £000 6,617 2,598 744 2,869 2015 Provision £000 - (47) (115) (947) Gross £000 - 302 108 87 497 2015 Provision £000 - (25) (108) (87) (220) 12,828 (1,109) 11,719 16,499 Analysis of gross trade receivables is shown below: Not past due or impaired Past due but not impaired Impaired Group Company 2015 £000 11,719 4,465 37,738 - 53,922 Net £000 6,617 2,551 629 1,922 2014 £000 15,849 5,751 45,366 - 66,966 Gross £000 6,145 4,125 2,356 3,873 Net £000 - 277 - - 277 2015 £000 6,617 5,102 1,109 Gross £000 432 119 388 604 1,543 2014 £000 6,061 9,465 973 12,828 16,499 2015 £000 277 298 17,234 225,969 243,778 2014 Provision £000 (74) (87) - (489) (650) 2014 Provision £000 - - - (100) (100) 2014 £000 1,443 1,052 23,172 196,493 222,160 Net £000 6,071 4,038 2,356 3,384 15,849 Net £000 432 119 388 504 1,443 2015 £000 - 277 220 497 2014 £000 424 689 430 1,543 113 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 20. Trade and Other Receivables (continued) The ageing of the impaired trade receivables is detailed below: Not past due Past due 0 - 30 days Past due 30 - 60 days Past 60 days Group Company 2015 £000 - 47 115 947 1,109 2014 £000 84 132 31 726 973 2015 £000 - 25 108 87 220 2014 £000 8 45 31 346 430 The Board consider that the carrying amount of trade and other receivables approximate their fair value. Concentrations of credit risk with respect to trade receivables are limited due to the majority of the Group’s customer base being wide and unrelated. Therefore, no further credit risk provision is required in excess of the normal provision for impairment losses, which has been calculated following individual assessments of credit quality based on historic default rates and knowledge of debtor insolvency or other credit risk. Movement on this provision is shown below: At 2 February 2013 Created Released Utilised Exchange differences At 1 February 2014 Created Released Utilised Divestments Exchange differences At 31 January 2015 Group £000 637 171 (10) (142) (6) 650 815 24 (11) (381) 12 Company £000 100 - - - - 100 120 - - - - 1,109 220 The other classes within trade and other receivables do not contain impaired assets. 21. Cash and Cash Equivalents Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank overdrafts are included as a component of cash and cash equivalents for the purpose of the Consolidated Statement of Cash Flows, as these are used as an integral part of the Group’s cash management. Group Company 2015 £000 121,317 2014 £000 76,797 2015 £000 60,070 2014 £000 32,433 Bank balances and cash floats 114 Financial Statements Notes to the Consolidated Financial Statements (Continued) 22. Interest-bearing Loans and Borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Following the initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the Consolidated Income Statement over the period of the borrowings on an effective interest basis. Current Liabilities Finance lease liabilities Bank loans and overdrafts Syndicated bank facility Other loans Non-current Liabilities Finance lease liabilities Bank loans Other loans Group Company 2015 £000 28 5,620 31,000 65 36,713 35 60 279 374 2014 £000 37 4,869 26,000 64 30,970 35 173 343 551 2015 £000 - - 31,000 - 31,000 - - - - 2014 £000 - - 26,000 - 26,000 - - - - The following provides information about the contractual terms of the Group and Company’s interest-bearing loans and borrowings. For more information about the Group and Company’s exposure to interest rate risk, see note 23. Bank Facilities As at 31 January 2015, the Group has a syndicated committed £155,000,000 bank facility which expires on 11 October 2017. Under this facility, a maximum of 10 drawdowns can be outstanding at any time with drawdowns made for a period of one, two, three or six months with interest currently payable at a rate of LIBOR plus a margin of 1.35% (2014: 1.50%). The arrangement fee payable on the amended facility is 0.6% on £80,000,000 of the commitment and 0.3% on £75,000,000 of the commitment. The commitment fee on the undrawn element of the facility is 45% of the applicable margin rate. This facility encompasses cross guarantees between the Company, RD Scott Limited, Topgrade Sportswear Limited, Nicholas Deakins Limited, Blacks Outdoor Retail Limited, Millets Limited and Focus International Limited. At 31 January 2015, £31,000,000 was drawn down on this facility (2014: £26,000,000). Bank Loans and Overdrafts The following Group companies have overdraft facilities which are repayable on demand: • Spodis SA €5,000,000 (2014: €5,000,000) • Sprinter Megacentros Del Deporte SLU €13,000,000 (2014: €4,500,000) • Champion Sports Ireland €3,000,000 (2014: €3,000,000) • Kukri Sports Limited and Kukri GB Limited £nil (2014: £170,000) • Source Lab Limited £350,000 (2014: £350,000) • Tiso Group £5,030,000 (2014: £4,030,000) • ActivInstinct Limited £300,000 (2014: £300,000) As at 31 January 2015, these facilities were drawn down by £5,503,000 (2014: £3,692,000). Further information on guarantees provided by the Company is disclosed in note 34. The maturity of the bank loans and overdrafts is as follows: Within one year Between one and five years Group Company 2015 £000 5,620 60 5,680 2014 £000 4,869 173 5,042 2015 £000 - - - 2014 £000 - - - 115 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 22. Interest-bearing Loans and Borrowings (continued) Other Loans The acquisition of Tessuti Group Limited included a freehold property with a mortgage balance remaining of £508,000 at the time of acquisition. The loan is repayable over 10 years and attracts interest at 2.99% over base. At 31 January 2015, 58 months is remaining. The maturity of the other loans is as follows: Within one year Between one and five years Finance Leases Group Company 2015 £000 65 279 344 2014 £000 64 343 407 2015 £000 - - - 2014 £000 - - - As at 31 January 2015, the Group’s liabilities under finance leases are analysed as follows: Amounts Payable Under Finance Leases: Within one year Later than one year and not later than five years Minimum Lease Payments 2014 £000 2015 £000 Present Value of Minimum Lease Payments 2014 £000 2015 £000 33 39 72 43 39 82 28 35 63 37 35 72 Assets held under finance leases consist primarily of motor vehicles. The fair value of the Group’s lease obligations approximate to their present value. The Group’s obligations under finance leases are secured by the lessors’ rights over the leased assets. 116 Financial Statements Notes to the Consolidated Financial Statements (Continued) 23. Financial Instruments Financial assets and financial liabilities are recognised in the Group’s Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred. Financial liabilities are derecognised when the obligation specified in the contract is discharged, cancelled or expires. Financial Assets The Group’s financial assets are all categorised as loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Group’s loans and receivables comprise ‘Trade and other receivables’ and ‘Cash and cash equivalents’ in the Consolidated Statement of Financial Position. Cash and cash equivalents comprise short-term cash deposits with major United Kingdom and European clearing banks earning floating rates of interest based upon bank base rates or rates linked to LIBOR and EURIBOR. The currency profile of cash and cash equivalents is shown below: Bank balances and cash floats Sterling Euros US Dollars Australian Dollars New Zealand Dollars Other Financial Liabilities Group Company 2015 £000 121,317 14,798 98,271 6,744 918 212 374 2014 £000 76,797 14,356 59,132 1,981 416 79 833 2015 £000 60,070 (4,194) 58,642 5,580 42 - - 2014 £000 32,433 11,577 19,692 618 41 - 505 121,317 76,797 60,070 32,433 The Group’s financial liabilities are all categorised as other financial liabilities. Other financial liabilities, with the exception of foreign exchange forward contracts and put option liabilities, are measured at amortised cost. The Group’s other financial liabilities comprise ‘Interest-bearing loans and borrowings’ and ‘Trade and other payables’. The currency profile of interest-bearing loans and borrowings is shown below: Interest-bearing loans and borrowings Sterling Euros US Dollars New Zealand Dollars Canadian Dollars Risk Management Group Company 2015 £000 37,087 36,872 176 39 - - 2014 £000 31,521 30,141 1,351 25 - 4 2015 £000 31,000 31,000 - - - - 2014 £000 26,000 26,000 - - - - 37,087 31,521 31,000 26,000 The Group’s operations expose it to a variety of financial risks that include the effects of changes in exchange rates, interest rates, credit risk and its liquidity position. The Group manages these risks through the use of derivative instruments, which are reviewed on a regular basis. Derivative instruments are not entered into for speculative purposes. There are no concentrations of risk in the period to 31 January 2015. Interest Rate Risk The Group finances its operations by a mixture of retained profits and bank borrowings. The Group’s borrowings are at floating rates, partially hedged by floating rate interest on deposits, reflecting the seasonality of its cash flow. Interest rate risk therefore arises from bank borrowings. Interest rate hedging has not been put in place on the current facility. The Directors continue to be mindful of the potential volatility in base rates, but at present do not consider a long term interest rate hedge to be necessary 117 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 23. Financial Instruments (continued) given the inherent short term nature of both the revolving credit facility and working capital facility. This position is reviewed regularly, along with the level of facility required. The Group has potential bank floating rate financial liabilities on the £155,000,000 committed bank facility, together with overdraft facilities in subsidiary companies (see note 22). At 31 January 2015 £31,000,000 was drawdown from the committed bank facility (2014: £26,000,000). When drawdowns are made, the Group is exposed to cash flow interest risk with interest paid at a rate of LIBOR plus a margin of 1.35% (2014: 1.50%). As at 31 January 2015 the Group has liabilities of £63,000 (2014: £72,000), in respect of finance lease or similar hire purchase contracts. A change of 1.0% in the average interest rates during the year, applied to the Group’s floating interest rate loans and borrowings as at the reporting date, would change profit before tax by £938,000 (2014: £517,000) and would change equity by £938,000 (2014: £517,000). The calculation is based on any floating interest rate loans and borrowings drawn down at the period end date. This includes the Group’s committed bank facility, Tiso Group Limited’s overdraft and Sprinter Megacentros Del Deporte SLU bank loans and borrowings. Calculations are performed on the same basis as the prior year and assume that all other variables remain unchanged. Foreign Currency Risk Foreign Currency Translation Transactions denominated in foreign currencies are translated into sterling at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rate of exchange at the reporting date. Exchange differences in monetary items are recognised in the Consolidated Income Statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. On consolidation, the assets and liabilities of the Group’s overseas operations are translated into sterling at the rate of exchange at the reporting date. Income and expenses are translated at the average exchange rate for the accounting period. Foreign currency differences are recognised in Other Comprehensive Income and are presented in the foreign currency translation reserve. Derivative Financial Instruments The Group uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments are recognised initially at fair value and remeasured at each period end. The gain or loss on remeasurement to fair value is recognised immediately in the Consolidated Income Statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. Interest rate swaps are recognised at fair value in the Consolidated Statement of Financial Position with movements in fair value recognised in the Consolidated Income Statement for the period. The fair value of interest rate swaps is the estimated amount that the Group would receive or pay to terminate the swap at the reporting date, taking into account current interest rates and the respective risk profiles of the swap counterparties. Hedging of Monetary Assets and Liabilities Where a derivative financial instrument is used to hedge the foreign exchange exposure of a recognised monetary asset or liability, no hedge accounting is applied and any gain or loss on the hedging instrument is recognised in the Consolidated Income Statement. The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than pound sterling. The currencies giving rise to this risk are the Euro and US Dollar with sales made in Euros and purchases made in both Euros and US Dollars (principal exposure). To protect its foreign currency position, the Group sets a buying rate in each country for the purchase of goods in US Dollars at the start of the buying season (typically six to nine months before the product actually starts to appear in the stores) and then enters into a number of local currency/US Dollar contracts whereby the minimum exchange rate on the purchase of dollars is guaranteed. As at 31 January 2015, options have been entered into to protect approximately 89% of the US Dollar requirement for the period to January 2016. The balance of the US Dollar requirement for the period will be satisfied at spot rates. As at 31 January 2015, the fair value of these instruments was an asset of £2,888,000 (2014: liability of £5,813,000) and these are all classified as due within one year. A gain of £2,888,000 (2014: loss of £6,254,000) has been recognised in cost of sales within the Consolidated Income Statement for the change in fair value of these instruments. 118 Financial Statements Notes to the Consolidated Financial Statements (Continued) 23. Financial Instruments (continued) We have considered the credit risk of the Group’s and counterparty’s credit risk and this is not expected to have a material effect on the valuation of these options. A 10.0% strengthening of sterling relative to the following currencies as at the reporting date would have reduced profit before tax and equity as follows: Euros US Dollars Australian Dollars New Zealand Dollars Other Profit Before Tax Equity 2015 £000 5,487 363 80 59 3 2014 £000 1,871 (172) 31 - 80 2015 £000 7,571 362 95 67 (15) 2014 £000 5,990 (174) 47 11 13 5,992 1,810 8,080 5,887 A 10.0% weakening of sterling relative to the following currencies as at the reporting date would have increased profit before tax and equity as follows: Euros US Dollars Australian Dollars New Zealand Dollars Other Profit Before Tax Equity 2015 £000 6,707 444 98 73 3 2014 £000 2,288 (210) 38 - 42 7,325 2,158 2015 £000 9,496 440 107 74 (218) 9,899 2014 £000 8,533 (212) 58 5 (39) 8,345 Calculations are performed on the same basis as the prior year and the method assumes that all other variables remain unchanged. Credit Risk Credit risk arises from the possibility of customers and counterparties failing to meet their obligations to the Group. Investments of cash surpluses, borrowings and derivative instruments are made through major United Kingdom and European clearing banks, which must meet minimum credit ratings as required by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Receivable balances are monitored on an ongoing basis and provision is made for impairment where amounts are not thought to be recoverable (see note 20). At the reporting date there were no significant concentrations of credit risk and receivables which are not impaired are believed to be recoverable. The Group considers its maximum exposure to credit risk to be equivalent to total trade and other receivables of £53,922,000 (2014: £66,966,000) and cash and cash equivalents of £121,317,000 (2014: £76,949,000). The Company has provided guarantees on working capital and other banking facilities entered into by Spodis SA (€6,600,000), Sprinter Megacentros Del Deporte SLU (€8,750,000), Champion Sports Ireland (up to maximum of €3,000,000), Cloggs Online Limited (£500,000) and Kooga Rugby Limited (£250,000). As at 31 January 2015, these facilities were drawn down by £nil (2014: £587,000). In addition, the syndicated committed £155,000,000 bank facility, which was in place as at 31 January 2015, encompassed cross guarantees between the Company, RD Scott Limited, Topgrade Sportswear Limited, Nicholas Deakins Limited, Blacks Outdoor Retail Limited, Millets Limited and Focus International Limited to the extent to which any of these companies were overdrawn. As at 31 January 2015, these facilities were drawn down by £31,000,000 (2014: £26,000,000). Liquidity Risk The Group manages its cash and borrowing requirement to minimise net interest expense, whilst ensuring that the Group has sufficient liquid resources to meet the operating needs of the business. The forecast cash and borrowing profile of the Group is monitored on an ongoing basis, to ensure that adequate headroom remains under committed borrowing facilities. The Board review 13 week and annual cash flow forecasts each month. Information about the maturity of the Group’s financial liabilities is disclosed in note 22. 119 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 23. Financial Instruments (continued) As at 31 January 2015, there are committed facilities with a maturity profile as follows: Expiring in more than two years but no more than three years Expiring in more than three years but no more than four years The commitment fee on these facilities is 0.45% (2014: 0.45%). Fair values 2015 £000 155,000 - 155,000 2014 £000 - 155,000 155,000 The fair values together with the carrying amounts shown in the Statement of Financial Position as at 31 January 2015 are as follows: Group Company Trade and other receivables Cash and cash equivalents Interest-bearing loans and borrowings - current Interest-bearing loans and borrowings - non-current Trade and other payables - current Trade and other payables - non-current Unrecognised gains The comparatives at 1 February 2014 are as follows: Trade and other receivables Cash and cash equivalents Interest-bearing loans and borrowings - current Interest-bearing loans and borrowings - non-current Trade and other payables - current Trade and other payables - non-current Unrecognised gains Note 20 21 22 22 24 24 Note 20 21 22 22 24 24 Carrying amount 2015 £000 53,922 121,317 (36,713) (374) (274,006) (41,733) (177,587) Carrying amount 2014 £000 66,966 76,797 (30,970) (551) (240,544) (34,487) (162,789) Carrying amount 2015 £000 243,778 60,070 (31,000) - (154,586) (28,909) 89,353 Fair value 2015 £000 53,922 121,317 (36,713) (233) (274,006) (26,031) (161,744) 15,843 Group Company Carrying amount 2014 £000 222,160 32,433 (26,000) - (122,250) (28,017) 78,326 Fair value 2014 £000 66,966 76,797 (30,970) (339) (240,544) (21,220) (149,310) 13,479 Fair value 2015 £000 243,778 60,070 (31,000) - (154,586) (18,032) 100,230 10,877 Fair value 2014 £000 222,160 32,433 (26,000) - (122,250) (17,239) 89,104 10,778 In the opinion of the Board, the fair value of the Group’s current financial assets and liabilities as at 31 January 2015 and 1 February 2014 are not considered to be materially different to that of the book value. On this basis, the fair value hierarchy reflects the carrying values. In respect of the Group’s non-current financial assets and liabilities as at 31 January 2015 and 1 February 2014, the fair value has been calculated using a pre-tax discount rate of 12.4% (2014: 12.8%) which reflects the current market assessments of the time value of money and the specific risks applicable to the liability. Estimation of Fair Values For trade and other receivables/payables (as adjusted for the fair value of foreign exchange contracts), the notional amount is deemed to reflect the fair value. 120 Financial Statements Notes to the Consolidated Financial Statements (Continued) 23. Financial Instruments (continued) Fair Value Hierarchy As at 31 January 2015, the Group held the following financial instruments carried at fair value on the Statement of Financial Position: • Foreign exchange forward contracts - non-hedged The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable Carrying amount £000 Level 1 £000 Level 2 £000 market data. At 31 January 2015 Loans and Receivables Deposits Trade and other receivables Cash and cash equivalents Financial Assets at Fair Value Through Profit or Loss Foreign exchange forward contracts – non-hedged Other Financial Liabilities Interest-bearing loans and borrowings - current Interest-bearing loans and borrowings - non-current Trade and other payables - current Trade and other payables - non-current Put options held by non-controlling interests At 1 February 2014 Loans and Receivables Deposits Trade and other receivables Cash and cash equivalents Financial Liabilities at Fair Value Through Profit or Loss Foreign exchange forward contracts – non-hedged Other Financial Liabilities Interest-bearing loans and borrowings - current Interest-bearing loans and borrowings - non-current Trade and other payables - current Trade and other payables - non-current Put options held by non-controlling interests 3,790 53,922 121,317 2,888 (36,713) (374) (276,894) (38,660) (3,073) - - - - - - - - - 2,863 66,966 76,797 (5,813) (30,970) (551) (234,731) (31,414) (3,073) - - - - - - - - - 2,888 - Level 3 £000 3,790 53,922 121,317 (36,713) (374) (276,894) (38,660) (3,073) Level 3 £000 2,863 66,966 76,797 - - - - - - - - - - - (5,813) - - - - - - (30,970) (551) (234,731) (31,414) (3,073) Carrying amount £000 Level 1 £000 Level 2 £000 Where the Company has corresponding balances, these are categorised as the same level as above. In addition, Investment property held in the Company of £3,532,000 (2014: £3,573,000) is categorised as Level 3 within the fair value hierarchy. 121 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 24. Trade and Other Payables Trade and other payables are non-interest-bearing and are stated at their cost. Volume related rebates or other contributions from suppliers are recognised in the Consolidated Financial Statements when it becomes a party to an agreement. Reverse Premia Reverse premia represent monies received by the Group on assignment of property leases. Reverse premia is amortised over the life of the remaining lease. Current liabilities Trade payables Other payables and accrued expenses Other tax and social security costs Amounts payable to other Group companies Non-current liabilities Other payables and accrued expenses Amounts payable to other Group companies Group Company 2015 £000 124,590 116,144 33,272 - 2014 £000 128,510 88,414 23,620 - 2015 £000 72,555 74,023 8,008 - 2014 £000 64,750 54,418 3,052 30 274,006 240,544 154,586 122,250 41,733 - 41,733 34,487 - 34,487 21,581 7,328 28,909 21,435 6,582 28,017 Put Options Held by Non-Controlling Interests Put options over non-controlling interests are accounted for using the present access method. The Group recognises put options over non-controlling interests in its subsidiary undertakings as a liability in the Consolidated Statement of Financial Position at the present value of the estimated exercise price of the put option. Upon initial recognition a corresponding entry is made to other equity, and for subsequent changes on remeasurement of the liability the corresponding entry is made to the Income Statement. The Group has a number of options to buy the remaining shares in partly-owned subsidiaries from the non-controlling interest. The present value of these options has been estimated as at 31 January 2015 and is included within non-current other payables and accrued expenses. The present value of the estimated exercise price is calculated using the option price formula agreed on acquisition. All existing option price formulas are based on a profit measure, which is estimated by applying an approved growth assumption to the current budget profit for the January 2016 financial year, if appropriate for the individual business the put option directly relates to. A discount rate is also applied to the option price which is pre-tax and reflects the current market assessments of the time value of money and any specific risk premiums relevant to the individual businesses involved. These discount rates are considered to be equivalent to the rates a market participant would use. Put Options Held by Non-controlling Interests At 1 February 2014 and 31 January 2015 Source Lab Limited £000 Tessuti Group Limited £000 ActivInstinct Holdings Limited £000 JD Germany GmbH £000 Total £000 310 361 2,178 224 3,073 122 Financial Statements Notes to the Consolidated Financial Statements (Continued) 24. Trade and Other Payables (continued) Recognised as a Liability and in Other Equity At 1 At 31 February January 2014 2015 £000 £000 310 310 361 361 - - Maximum Price The option price shall not exceed £12,450,000. The option price shall not exceed £12,000,000. The put option price shall not exceed £3,000,000 and the call option shall not exceed £5,000,000. Options in Existence Exercise Periods Methodology Put and call option, whereby JD Sports Fashion Plc may acquire or be required to acquire (in stages) the remaining 15% of the issued share capital of Source Lab Limited. Exercisable by either party after the third anniversary of the completion of the initial transaction, during the 30 day period commencing on the date on which the statutory accounts of Source Lab Limited for the relevant financial year have been approved by the board of directors. The option price is calculated based on a multiple of the audited profit before distributions, interest, amortisation and exceptional items but after taxation for the relevant financial year prior to the exercise date. Company Source Lab Limited Tessuti Group Limited The option price is calculated based on a multiple of the audited consolidated profit before distributions, interest, amortisation and exceptional items but after taxation for Tessuti Group Limited (which includes its subsidiary undertakings) for the relevant financial year prior to the exercise date. The option price is calculated based on a multiple of the average audited profit before distributions, amortisation and exceptional items but after taxation for the relevant two financial years prior to the exercise date. Put and call option, whereby JD Sports Fashion Plc may acquire or be required to acquire (in stages) the remaining 40% of the issued share capital of Tessuti Group Limited. Exercisable by either party after the fifth anniversary of the completion of the initial transaction, during the 30 day period commencing on the date on which the statutory accounts of Tessuti Group Limited for the relevant financial year have been approved by the board of directors (exercise period). Cloggs Online Limited Put and call options, whereby JD Sports Fashion Plc may acquire or be required to acquire the remaining 6% of the issued share capital of Cloggs Online Limited. Ark Fashion Limited Put and call option whereby JD Sports Fashion Plc may acquire or be required to acquire (in stages) the remaining 22% of the issued share capital of Ark Fashion Limited. The put option is exercisable between the period starting on the date on which the statutory accounts for the financial year ending in 2016 have been approved by the board of directors of the Company until one month after the date on which the statutory accounts of the Company for the financial period ending in 2018 have been approved by the board of directors of the Company. Two months after the put options cease to be exercisable the call options become exercisable. The call option is exercisable at any point from completion date if the contract of employment of non-controlling interest with the Company is terminated. The put option is exercisable each year after the fifth anniversary of the initial transaction during the 30 day period commencing on the date on which the accounts of Ark Fashion Limited for the relevant year have been approved by the board of directors. The option price is calculated based on a multiple of the average profit before tax for the relevant two financial years prior to the exercise date. The option price shall not exceed £5,000,000. - - JD Germany GmbH Tiso Group Limited ActivInstinct Holdings Limited Put option whereby JD Sports Fashion Plc may be required to acquire all or some of the remaining 15% of the issued share capital of JD Germany GmbH, including earn out shares. The put option is exercisable after a period of five years from the completion date during the 30 days following approval of the shareholders meeting of the audited annual accounts of the Company for the relevant financial year. The option price is calculated based on a multiple of the average earnings before tax for the relevant two financial years prior to the exercise date. The put option price shall not exceed €20,000,000. 224 224 - - First put and call option whereby JD Sports Fashion Plc may acquire or be required to acquire 20% of the issued share capital of Tiso Group Limited. Second put and call option whereby JD Sports Fashion Plc may acquire or be required to acquire 40% (or the remaining 20%) of the issued share capital of Tiso Group Limited. First call option is exercisable 90 days beginning 30 days after the consolidated accounts of the Company for the financial period ending 28 January 2017 are signed. The first put option is exercisable 60 days following the end of the first call option. The second call option is exercisable 90 days beginning 30 days after the consolidated accounts of the Company for the financial period ending 3 February 2018 are signed. The first put option is exercisable 60 days following the end of the second call option. Put and call option whereby JD Sports Fashion Plc may acquire or be required to acquire 18.8% remaining issued share capital of ActivInstinct Holdings Limited. Within 40 business days of the financial period ending 31 August 2016 the Company must deliver the relevant option accounts for the 12 month period to 31 August 2016. Either party has then 30 days to exercise the options once both parties have agreed to accounts. The option price shall not exceed £8,000,000 or 25p per share. The option price is calculated based on a multiple of the average operating profit for the financial year ending 28 January 2017 and the prior year for the first put and call option and year ending 3 February 2018 and the prior year for the second put and call option. The option price is calculated based on a multiple of the relevant EBITDA for the 12 months to August 2016. The option price shall not exceed £10,211,000. 2,178 2,178 3,073 3,073 123 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 25. Provisions A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, it is more likely than not that an outflow of economic benefits will be required to settle the obligation and the obligation can be estimated reliably. Within the onerous lease provision, management have provided against the minimum contractual lease cost less potential sublease income for vacant stores. For loss making trading stores, provision is made to the extent that the lease is deemed to be onerous. The provisions are discounted where the effect is material. The pre-tax discount rate used is 12.4% (2014: 12.8%) which reflects the current market assessments of the time value of money and the specific risks applicable to the liability. Group Balance at 1 February 2014 Provisions created during the period Provisions released during the period Provisions utilised during the period Provisions disposed of during the period Balance at 31 January 2015 Provisions have been analysed between current and non-current as follows: Group Current Non-current Company Balance at 1 February 2014 Provisions created during the period Provisions utilised during the period Balance at 31 January 2015 Provisions have been analysed between current and non-current as follows: Company Current Non-current 26. Deferred Tax Assets and Liabilities Recognised Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are attributable to the following: 2015 £000 3,098 1,020 4,118 2015 £000 1,529 653 2,182 Assets 2015 £000 (314) - - (579) (893) Assets 2014 £000 (126) - - (384) (510) Liabilities 2015 £000 - 237 2,460 - 2,697 Liabilities 2014 £000 - 237 4,556 - 4,793 Net 2015 £000 (314) 237 2,460 (579) 1,804 Group Property, plant and equipment Chargeable gains held over/rolled over Other Tax losses Tax (assets)/liabilities 124 Onerous property leases £000 4,314 4,521 (93) (3,025) (1,599) 4,118 2014 £000 2,541 1,773 4,314 Onerous property leases £000 2,885 630 (1,333) 2,182 2014 £000 1,547 1,338 2,885 Net 2014 £000 (126) 237 4,556 (384) 4,283 Financial Statements Notes to the Consolidated Financial Statements (Continued) 26. Deferred Tax Assets and Liabilities (continued) Deferred tax assets on losses of £4,136,000 (2014: £4,319,000) within Kooga Rugby Limited; £810,000 (2014: £810,000) within Champion Sports Ireland; £3,847,000 (2014: £3,487,000) within Champion Retail Limited; £1,656,000 (2014: £1,002,000) within Tessuti Group Limited (and its subsidiaries); £2,369,000 (2014: £765,000) within Ark Fashion Limited and £399,000 (2014: £567,000) within Kukri Sports Limited (and its subsidiaries) have not been recognised as there is uncertainty over the utilisation of these losses. Movement in Deferred Tax During the Period Group Balance at 2 February 2013 Recognised in income Recognised on acquisition Balance at 1 February 2014 Recognised in income Recognised on acquisition Recognised on disposal Balance at 31 January 2015 Recognised Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are attributable to the following: Company Property, plant and equipment Chargeable gains held over/rolled over Other Tax (assets)/liabilities Movements in Deferred Tax During the Period Assets 2015 £000 - - (904) (904) Company Balance at 2 February 2013 Recognised in income Balance at 1 February 2014 Recognised in income Balance at 31 January 2015 Property, plant and equipment £000 Chargeable gains held over/ rolled over £000 1,095 (1,201) (20) (126) (808) 168 452 (314) Assets 2014 £000 - - (584) (584) Other £000 3,398 (90) 1,248 4,556 (986) - (1,110) 2,460 273 (36) - 237 - - - 237 Liabilities 2015 £000 Liabilities 2014 £000 263 237 - 500 340 237 - 577 Property, plant and equipment £000 Chargeable gains held over/ rolled over £000 388 (48) 340 (77) 263 273 (36) 237 - 237 Tax losses £000 (914) 530 - (384) (86) (109) - (579) Net 2015 £000 263 237 (904) (404) Other £000 (1,180) 596 (584) (320) (904) Total £000 3,852 (797) 1,228 4,283 (1,880) 59 (658) 1,804 Net 2014 £000 340 237 (584) (7) Total £000 (519) 512 (7) (397) (404) At 31 January 2015, the Group has no recognised deferred income tax liability (2014: £nil) in respect of taxes that would be payable on the unremitted earnings of certain subsidiaries. As at 31 January 2015, the unrecognised gross temporary differences in respect of overseas subsidiaries is £30,072,000 (2014: £17,893,000). No deferred income tax liability has been recognised in respect of this temporary timing difference due to the foreign profits exemption, the availability of double tax relief and the ability to control the remittance of earnings. There are no income tax consequences attached to the payment of dividends by the Group to its shareholders. The deferred tax liability at 31 January 2015 has been calculated based on the substantively enacted rates at the balance sheet date. 125 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 27. Capital Issued Ordinary Share Capital Group and Company At 1 February 2014 and 31 January 2015 Number of Ordinary Shares Thousands 194,647 Ordinary Share Capital £000 2,433 An Ordinary Resolution was passed at the Annual General Meeting, effective 30 June 2014, resulting in a share split whereby four Ordinary shares were issued for each Ordinary share. In accordance with IAS 33, the number of shares outstanding before the event has been adjusted for the proportionate change as if the event had occurred at the beginning of the earliest period presented. The total number of authorised ordinary shares was 248,600,000 (2014: restated 248,600,000) with a par value of 1.25p per share (2014: restated 1.25p per share). All issued shares are fully paid. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, share premium and retained earnings. It is the Board’s policy to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The processes for managing the Group’s capital levels are that the Board regularly monitors the net cash/debt in the business, the working capital requirements and forecast cash flows. Based on this analysis, the Board determines the appropriate return to equity holders while ensuring sufficient capital is retained in the business to meet its strategic objectives. The Board consider the capital of the Group as the net cash/debt at the year end (see note 32) and the Board review the gearing position of the Group which as at 31 January 2015 was less than zero (2014: less than zero). There were no changes to the Group’s approach to capital management during the period. Full disclosure on the rights attached to shares is provided in the Directors’ Report on page 61. 28. Non-Controlling Interests The following disclosure provides summarised financial information for investments that have non-controlling interests. The table below provides a list of the subsidiaries which include non-controlling interests at 31 January 2015 and 1 February 2014: % of non-controlling interests and non-controlling voting rights at 31 January 2015 % of non-controlling interests and non-controlling voting rights at 1 February 2014 Net income/(loss) attributable to non-controlling interests for 52 weeks ending 31 January 2015 £000 Non-controlling interests at 31 January 2015 £000 Net income/ loss attributable to non-controlling interests for 52 weeks ending 1 February 2014 £000 Non-controlling interests at 1 February 2014 £000 Country of incorporation Group Name of subsidiary Sprinter Megacentros Del Deporte SLU (Sprinter) Spain ActivInstinct Holdings Limited Mainline Menswear Holdings Limited Kukri Sports Limited Tessuti Group Limited Cloggs Online Limited Ark Fashion Limited Tiso Group Limited UK UK UK UK UK UK UK JD Sports Fashion Germany GmbH Germany 49.9% 18.8% 20.0% 15.8% 40.0% 6.0% 22.0% 40.0% 15.0% 49.9% 18.8% 20.0% 15.8% 40.0% 12.0% 30.0% 40.0% 15.0% Other UK 15% - 20% 15% - 20% 3,263 300 254 (636) (537) (77) (557) (306) 67 (477) 1,294 17,757 (1,241) 1,270 (987) (1,539) (135) (742) (1,151) 221 49 13,502 2,115 108 - (71) (533) (58) (185) 8 34 (90) 16,312 (1,540) - (352) (1,002) (57) (185) (845) 154 589 1,328 13,074 126 Financial Statements Notes to the Consolidated Financial Statements (Continued) 28. Non-Controlling Interests (continued) The table below provides summarised financial information for significant non-controlling interests at 31 January 2015 and 1 February 2014: Summarised Statement of Financial Position Current assets Non-current assets Total assets Current liabilities Non-current liabilities Net assets Summarised Results of Operations Revenue Profit for the period, net of tax Summarised Statement of Cash Flows Net cash provided by operating activities Net cash used in investing activities Net cash used in financing activities Cash and cash equivalents: At the beginning of the period At the end of the period 29. Dividends Sprinter 2015 £000 47,186 33,894 81,080 (34,203) (1,779) 45,098 Sprinter 52 weeks to 31 January 2015 £000 118,730 6,405 Sprinter 52 weeks to 31 January 2015 £000 11,343 (9,524) (1,468) 24,110 24,461 Sprinter 2014 £000 42,891 27,943 70,834 (29,761) (2,380) 38,693 Sprinter 52 weeks to 1 February 2014 £000 90,521 4,269 Sprinter 52 weeks to 1 February 2014 £000 17,379 (5,602) (2,124) 14,457 24,110 After the reporting date the following dividends were proposed by the Directors. The dividends were not provided for at the reporting date. 5.9000p per ordinary share (2014 (restated): 5.6625p) Dividends on Issued Ordinary Share Capital Group and Company Final dividend of 5.6625p (restated) (2014 (restated): 5.5000p) per qualifying ordinary share paid in respect of prior period, but not recognised as a liability in that period Interim dividend of 1.1500p (2014 (restated): 1.1125p) per qualifying ordinary share paid in respect of current period 52 weeks to 31 January 2015 £000 52 weeks to 1 February 2014 £000 11,484 11,022 52 weeks to 31 January 2015 £000 52 weeks to 1 February 2014 £000 11,022 2,238 13,260 10,706 2,165 12,871 127 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 30. Commitments Group (i) Capital Commitments As at 31 January 2015, the Group had entered into contracts to purchase property, plant and equipment as follows: Group Contracted (ii) Operating Lease Commitments 2015 £000 15,344 2014 £000 6,534 The Group leases various retail outlets, offices, warehouses, plant and equipment under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. Undiscounted total future minimum rentals payable under non-cancellable operating leases are as follows: Group Within one year Later than one year and not later than five years After five years Land and buildings 2015 £000 86,475 259,422 202,692 548,589 Plant and equipment 2015 £000 1,791 2,461 4 4,256 Land and buildings 2014 £000 102,439 302,674 244,072 649,185 Plant and equipment 2014 £000 1,524 1,905 17 3,446 The future minimum rentals payable on land and buildings represent the base rents that are due on each property. Certain properties have rents which are partly dependent on turnover levels in the individual store concerned. (iii) Sublease Receipts The Group subleases various retail outlets under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The total future minimum operating sublease receipts expected to be received at 31 January 2015 are as follows: Group Within one year Later than one year and not later than five years After five years 2015 £000 461 1,434 957 2,852 2014 £000 674 2,134 1,577 4,385 128 Financial Statements Notes to the Consolidated Financial Statements (Continued) 30. Commitments (continued) Company (i) Capital Commitments As at 31 January 2015, the Company had entered into contracts to purchase property, plant and equipment as follows: Company Contracted 2015 £000 8,912 2014 £000 3,707 (ii) Operating Lease Commitments The Company leases various retail outlets, offices, warehouses, plant and equipment under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. Undiscounted total future minimum rentals payable under non-cancellable operating leases are as follows: Company Within one year Later than one year and not later than five years After five years (iii) Sublease Receipts Land and buildings 2015 £000 49,732 144,502 101,661 295,895 Plant and equipment 2015 £000 1,287 1,628 - 2,915 Land and buildings 2014 £000 55,736 160,035 129,561 345,332 Plant and equipment 2014 £000 739 959 17 1,715 The Company subleases various retail outlets under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses and renewal rights. The total future minimum operating sublease receipts expected to be received at 31 January 2015 are as follows: Company Within one year Later than one year and not later than five years After five years 2015 £000 350 1,211 880 2,441 2014 £000 504 1,678 1,442 3,624 129 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 31. Pension Schemes The Group operates defined contribution pension schemes, the assets of which are held separately from those of the Group in independently administered funds. Obligations for contributions to the defined contribution schemes are recognised as an expense in the Consolidated Income Statement when incurred. The pension charge for the period represents contributions payable by the Group of £2,602,000 (2014: £1,934,000) in respect of employees, and £39,000 (2014: £54,000) in respect of Directors. The amount owed to the schemes at the period end was £393,000 (2014: £378,000). 32. Analysis of Net Cash Net cash consists of cash and cash equivalents together with other borrowings from bank loans and overdrafts, other loans, loan notes, finance leases and similar hire purchase contracts. At 1 February 2014 £000 On acquisition of subsidiaries £000 76,797 (4,754) 72,043 (288) (26,000) (72) (407) 3,563 - 3,563 - - - - Cash flow £000 44,631 (866) 43,765 228 (5,000) 9 63 Non-cash movements £000 At 31 January 2015 £000 (3,674) - (3,674) - - - - 121,317 (5,620) 115,697 (60) (31,000) (63) (344) 45,276 3,563 39,065 (3,674) 84,230 At 1 February 2014 £000 32,433 32,433 (26,000) 6,433 Cash flow £000 31,374 31,374 (5,000) 26,374 Non-cash movements £000 At 31 January 2015 £000 (3,737) (3,737) - (3,737) 60,070 60,070 (31,000) 29,070 Group Cash at bank and in hand Overdrafts Cash and cash equivalents Interest-bearing loans and borrowings: Bank loans Syndicated bank facility Finance lease liabilities Other loans Company Cash at bank and in hand Cash and cash equivalents Interest-bearing loans and borrowings: Syndicated bank facility 130 Financial Statements Notes to the Consolidated Financial Statements (Continued) 33. Related Party Transactions and Balances Transactions and balances with each category of related parties during the period are shown below. Transactions were undertaken in the ordinary course of business on an arms length basis. Outstanding balances are unsecured (unless otherwise stated) and will be settled in cash. Transactions with Related Parties Who Are Not Members of the Group Pentland Group Plc Pentland Group Plc owns 57.5% (2014: 57.5%) of the issued ordinary share capital of JD Sports Fashion Plc. The Group and Company made purchases of inventory from Pentland Group Plc in the period and the Group also sold inventory to Pentland Group Plc. The Group also paid royalty costs to Pentland Group Plc for the use of a brand. During the period, the Group entered into the following transactions with Pentland Group Plc: Group Sale of inventory Purchase of inventory Royalty costs Income from related parties 2015 £000 Expenditure with related parties 2015 £000 Income from related parties 2014 £000 Expenditure with related parties 2014 £000 42 - - - (25,232) (270) 102 - - - (19,374) (130) At the end of the period, the following balances were outstanding with Pentland Group Plc: Group Trade receivables/(payables) Amounts owed by related parties 2015 £000 Amounts owed to related parties 2015 £000 Amounts owed by related parties 2014 £000 Amounts owed to related parties 2014 £000 4 (638) 383 (1,811) During the period, the Company entered into the following transactions with Pentland Group Plc: Company Sale of inventory Purchase of inventory Income from related parties 2015 £000 Expenditure with related parties 2015 £000 Income from related parties 2014 £000 Expenditure with related parties 2014 £000 48 - - (11,573) 82 - - (9,969) At the end of the period, the Company had the following balances outstanding with Pentland Group Plc: Company Trade receivables/(payables) Amounts owed by related parties 2015 £000 Amounts owed to related parties 2015 £000 Amounts owed by related parties 2014 £000 Amounts owed to related parties 2014 £000 2 (580) 328 (1,174) 131 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 33. Related Party Transactions and Balances (continued) Transactions with Related Parties Who Are Members of the Group Subsidiaries The Company transacts and has outstanding balances with its subsidiaries. The Company enters into loans with its subsidiaries as follows: Long term loans represent historic intercompany balances and initial investment in subsidiary undertakings to enable them to purchase other businesses. These loans do not attract interest when the subsidiaries are wholly owned, with the exception of loans to Spodis SA and JD Sports Fashion (France) SAS, where interest is charged at the official French government interest rate. This interest rate is variable and is reviewed quarterly. For subsidiaries with a non-controlling interest, these long term loans attract interest at the UK base rate plus an applicable margin. All long term loans are repayable on demand. Debenture loans represent formal loan agreements previously put in place between the Company and its subsidiaries RD Scott Limited and Premium Fashion Limited (2014: RD Scott Limited, Premium Fashion Limited and Bank Fashion Limited). These loans attract interest at the UK base rate plus a margin of 2.0% and are repayable on demand. The secured loan from the Company is secured upon the intellectual property in Duffer of St George Limited. This loan accrues interest at the UK base rate plus a margin of 4.0%. This loan is repayable on demand. Intercompany balances and trade receivables/payables relates to - - The sale and purchase of stock between the Company and its subsidiaries on arms length terms Recharges for administrative overhead and distribution costs. Other intercompany balances are settled a month in arrears. These balances do not accrue interest. In certain circumstances where the subsidiaries have not repaid these balances, they have been reclassified to long term loans, and therefore accrue interest as applicable. During the period, the Company entered into the following transactions with subsidiaries: Company Sale/Purchase of inventory Interest receivable Dividend income received Rental income Royalty income Concession fee payable Management charge receivable Income from related parties 2015 £000 Expenditure with related parties 2015 £000 Income from related parties 2014 £000 87,923 1,851 357 440 900 - 1,988 (7,001) - - - - (167) - 46,659 1,200 255 446 846 - 3,174 Expenditure with related parties 2014 £000 (5,484) - - - - (155) - At the end of the period, the Company had the following balances outstanding with subsidiaries: Company Long term loan receivable Long term loan receivable (interest bearing) Long term loan payable Debenture loan receivable (interest bearing) Secured loan receivable Trade receivables/(payables) Other intercompany balances Income tax group relief Amounts owed by related parties 2015 £000 Amounts owed to related parties 2015 £000 Amounts owed by related parties 2014 £000 Amounts owed to related parties 2014 £000 130,752 31,064 - 7,255 641 12,771 66,078 - - - (7,328) - - (284) (9,163) (13,145) 125,401 26,476 - 15,252 613 4,737 37,569 262 - - (6,582) - - (573) (501) (12,774) Remuneration of Key Management Personnel Other than the remuneration of Directors as shown in note 5 and in the Directors’ Remuneration Report on page 73 there have been no other transactions with Directors in the year (2014: nil). 132 Financial Statements Notes to the Consolidated Financial Statements (Continued) 34. Contingent Liabilities Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee. The Company has provided the following guarantees: • Guarantee on the working capital facilities and bonds and guarantees in Spodis SA of €6,600,000 (2014: €6,100,000) • Guarantee on the working capital and other banking facilities in relation to the Sprinter Megacentros Del Deporte SLU of €8,750,000 (2014: €8,750,000) • Guarantee on the working capital facilities in Champion Sports Ireland up to a maximum of €3,000,000 (2014: €3,000,000) • Guarantee on the working capital facilities in Cloggs Online Limited of £500,000 (2014: £nil) • Guarantee on the working capital facilities in Kooga Rugby Limited of £250,000 (2014: £nil) • Guarantee to Kiddicare Properties Limited in relation to the rental commitments on five stores assigned to Blacks Outdoor Retail Limited in the year. The total value of the remaining rental commitments at 31 January 2015 was £21,700,000 (2014: £nil) In the period ended 1 February 2014, the Company had provided the following guarantees, which have expired in the 52 week period ended 31 January 2015: • Guarantee to Commonwealth Games England regarding performance of Kukri GB Limited up to a maximum of £1,200,000 35. Ultimate Parent Company The Company is a subsidiary undertaking of Pentland Group Plc which is also the ultimate parent company. Pentland Group Plc is incorporated in England and Wales. The largest group in which the results of the Company are consolidated is that headed by Pentland Group Plc. The results of Pentland Group Plc may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. The Company has taken advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes. The total recognised comprehensive income for the parent included in these consolidated financial statements is £70,150,000 (2014: £64,783,000). The Consolidated Financial Statements of JD Sports Fashion Plc are available to the public and may be obtained from The Company Secretary, JD Sports Fashion Plc, Hollinsbrook Way, Pilsworth, Bury, BL9 8RR or online at www.jdplc.com. 133 Annual Report & Accounts 2015 Notes to the Consolidated Financial Statements (Continued) 36. Principal Subsidiary Undertakings The following companies were the principal subsidiary undertakings of JD Sports Fashion Plc at 31 January 2015. These undertakings shown principally affect these results of the Group. Name of subsidiary John David Sports Fashion (Ireland) Limited Athleisure Limited R.D. Scott Limited Topgrade Sportswear Holdings Limited Topgrade Sportswear Limited* Nicholas Deakins Limited JD Sports Fashion (France) SAS Spodis SA* Kooga Rugby Limited Duffer of St George Limited Focus Brands Limited Focus International Limited* Kukri Sports Limited Kukri GB Limited* Kukri (Asia) Limited* Kukri NZ Limited* Kukri Sports Ireland Limited* Kukri Australia Pty Limited* Kukri Sports Canada Inc* Kukri Sports Middle East JLT* Kukri Pte Limited* Champion Sports Group Limited* PCPONE* Champion Retail Limited* Champion Sports Ireland* JD Sprinter Holdings 2010 SL JD Spain Sports Fashion 2010 SL* Sprinter Megacentros Del Deporte SLU* Blacks Outdoor Retail Limited Source Lab Limited Tessuti Group Limited Tessuti Limited* Cloggs Online Limited Ark Fashion Limited Tiso Group Limited Graham Tiso Limited* Alpine Bikes Limited* George Fisher Limited* JD Sports Fashion Germany GmbH JD Sports Fashion Holdings Cooperatief WA JD Sports Fashion BV* ActivInstinct Holdings Limited ActivInstinct Limited* Mainline Menswear Holdings Limited Mainline Menswear Limited* Dapper (Scarborough) Limited* JD Sports Gyms Open Fashion Limited JD Sports Fashion SRL Place of Registration Ireland UK UK UK UK UK France France UK UK UK UK UK UK Hong Kong New Zealand Ireland Australia Canada Middle East Singapore Ireland Ireland Ireland Ireland Spain Spain Spain UK UK UK UK UK UK UK UK UK UK Germany Netherlands Netherlands UK UK UK UK UK UK UK Italy Nature of Business and Operation Retailer of sports inspired footwear and apparel Intermediate holding company Retailer of fashion clothing and footwear Intermediate holding company Distributor and multichannel retailer of sports and fashion clothing and footwear Distributor of fashion footwear Intermediate holding company Retailer of sports footwear and accessories Distributor of rugby clothing and accessories Licensor of a fashion brand Intermediate holding company Distributor of sports clothing and footwear Intermediate holding company Distributor and retailer of sports clothing and accessories Distributor of sports clothing and accessories Distributor of sports clothing and accessories Distributor of sports clothing and accessories Distributor of sports clothing and accessories Distributor of sports clothing and accessories Distributor of sports clothing and accessories Distributor of sports clothing and accessories Intermediate holding company Intermediate holding company Retailer of sports and leisure goods Retailer of sports and leisure goods Intermediate holding company Retailer of sports and leisure goods Retailer of sports and leisure goods Retailer of outdoor footwear, apparel and equipment Design and distributor of sportswear Intermediate holding company Retailer of fashion clothing and footwear Multichannel retailer of fashion footwear Retailer of fashion clothing and footwear Intermediate holding company Retailer of outdoor footwear, apparel and equipment Retailer of outdoor footwear, apparel and equipment Retailer of outdoor footwear, apparel and equipment Retailer of sports inspired footwear and apparel Intermediate holding company Retailer of sports inspired footwear and apparel Intermediate holding company Multichannel retailer of sports inspired footwear and apparel Intermediate holding company Retailer of premium branded Men's apparel and footwear Retailer of premium branded Men's apparel and footwear Operator of fitness centres Retailer of Men's fashion clothing and footwear Retailer of sports inspired footwear and apparel *Indirect holding of the Company A full list of subsidiary undertakings of JD Sports Fashion Plc can be obtained from Companies House. 134 Ownership Interest Voting Rights Interest 100% 100% 100% 80% 80% 100% 100% 100% 100% 100% 80% 80% 84.2% 84.2% 84.2% 63.2% 84.2% 69.9% 63.2% 84.2% 84.2% 100% 100% 100% 100% 50.1% 65.1% 50.1% 100% 85% 60% 60% 94% 78% 60% 60% 60% 60% 85% 100% 100% 81.2% 81.2% 80% 80% 80% 100% 80% 100% 100% 100% 100% 80% 80% 100% 100% 100% 100% 100% 80% 80% 84.2% 84.2% 84.2% 63.2% 84.2% 69.9% 63.2% 84.2% 84.2% 100% 100% 100% 100% 50.1% 65.1% 50.1% 100% 85% 60% 60% 94% 78% 60% 60% 60% 60% 85% 100% 100% 81.2% 81.2% 80% 80% 80% 100% 80% 100% Group Information Five Year Record Consolidated Income Statement Revenue Cost of sales Gross Profit Selling and distribution expenses - normal Selling and distribution expenses - exceptional Selling and distribution expenses Administrative expenses - normal Administrative expenses - exceptional Administrative expenses Other operating income Operating Profit Before exceptional items Exceptional items Operating Profit Before Financing and Share of Result of Joint Venture Share of results of joint venture before exceptional items (net of income tax) Share of exceptional items (net of income tax) Share of results of joint venture Financial income Financial expenses Profit Before Tax Income tax expense Profit for the Period Discontinued Operation Loss from discontinued operation, net of tax Attributable to equity holders of the parent Attributable to non-controlling interest Basic Earnings Per Ordinary Share from Continuing Operations (i) Adjusted Basic Earnings Per Ordinary Share from Continuing Operations (i) (ii) (iv) 52 weeks to 29 January 2011 £000 883,669 (446,657) 437,012 (326,296) (3,277) (329,573) (32,966) (1,007) (33,973) 2,177 75,643 79,927 (4,284) 75,643 1,475 1,348 2,823 618 (455) 78,629 (22,762) 55,867 - 55,884 (17) 28.71p 29.22p (iv) 52 weeks to 28 January 2012 £000 1,059,523 (538,676) 520,847 (403,923) (10,532) (414,455) (43,193) 847 (42,346) 2,730 66,776 76,461 (9,685) 66,776 (102) 1,170 1,068 646 (1,048) 67,442 (18,093) 49,349 - 46,847 2,502 24.07p 26.47p (iv) 52 weeks to 2 February 2013 £000 1,258,892 (645,404) 613,488 (494,619) (3,724) (498,343) (59,973) (1,624) (61,597) 2,427 55,975 61,323 (5,348) 55,975 - - - 645 (1,503) 55,117 (13,875) 41,242 - 38,786 2,456 19.93p 22.13p (iv) 52 weeks to 1 February 2014 £000 1,216,371 (624,220) 592,151 (455,657) (5,164) (460,821) (55,185) - (55,185) 1,723 77,868 83,032 (5,164) 77,868 - - - 582 (1,619) 76,831 (18,897) 57,934 (16,448) 40,158 1,328 29.08p 30.82p (iv) 52 weeks to 31 January 2015 £000 1,522,253 (782,703) 739,550 (564,333) (4,467) (568,800) (73,969) (5,060) (79,029) 925 92,646 102,173 (9,527) 92,646 - - - 657 (2,807) 90,496 (20,741) 69,755 (15,784) 52,677 1,294 35.17p 38.89p Dividends Per Ordinary Share (i) (iii) 5.75p 6.32p 6.58p 6.78p 7.05p (i) Basic and adjusted earnings per ordinary share and dividends per ordinary share have been adjusted to reflect the share split (see note 27), effective 30 June 2014, as if the event had occurred at the beginning of the earliest period presented. (ii) Adjusted basic earnings per ordinary share is based on earnings excluding the post-tax effect of certain exceptional items (see note 11). (iii) Represents dividends declared for the year. Under IFRS dividends are only accrued when approved. (iv) In accordance with IFRS 5, the results of Bank Fashion Limited (‘Bank’) are presented as a discontinued activity in the 52 weeks to 31 January 2015 as Bank was a separate major line of business. The Consolidated Income Statement for the 52 weeks to 1 February 2014 has consequently been re-presented as if Bank had been discontinued from the start of the comparative year. The previous three financial years as shown above have not been re-presented. 135 Annual Report & Accounts 2015 Financial Calendar Final Results Announced Final Dividend Record Date Financial Statements Published Annual General Meeting Final Dividend Payable Interim Results Announced Period End (52 Weeks) Final Results Announced 15 April 2015 26 June 2015 May 2015 17 June 2015 3 August 2015 16 September 2015 30 January 2016 April 2016 136 Group Information Shareholder Information Registered Office JD Sports Fashion Plc Hollinsbrook Way Pilsworth Bury Lancashire BL9 8RR Company Number Registered in England and Wales, Number 1888425 Financial Advisers and Stockbrokers Investec 2 Gresham Street London EC2V 7QP Financial Public Relations MHP Communications 60 Great Portland Street London W1W 7RT Principal Bankers Barclays Bank Plc 43 High Street Sutton Surrey SM1 1DR Registrars Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA Solicitors DLA Piper UK LLP Princes Exchange Princes Square Leeds LS1 4BY Addleshaw Goddard LLP 100 Barbirolli Square Manchester M2 3AB Auditor KPMG LLP 1 St. Peter’s Square Manchester M2 3AE The Board wishes to express its thanks to the marketing and finance departments for the in-house production of this Annual Report and Accounts. 137 Contact JD Sports Fashion Plc Hollinsbrook Way Pilsworth Bury BL9 8RR Tel: +44(0)161 767 1000 Fax: +44(0)161 767 1001 www.jdplc.com Annual Report & Accounts 2015 Trading websites www.jdsports.co.uk www.size.co.uk www.scottsmenswear.com www.chausport.com www.getthelabel.com www.kukrisports.com www.nicholasdeakins.com www.peterwerth.co.uk www.blacks.co.uk www.millets.co.uk www.squirrelsports.co.uk www.cloggs.co.uk www.sprinter.es www.tessuti.co.uk www.footpatrol.co.uk www.ark.co.uk www.tiso.com www.alpinebikes.com www.georgefisher.co.uk www.activinstinct.com www.mainlinemenswear.co.uk www.ultimateoutdoors.com www.exclusivefootwear.com www.thehipstore.co.uk www.jdgyms.co.uk www.fly53.com www.jdsports.fr www.jdsports.nl www.jdsports.ie www.jdsports.de www.jdsports.es www.oswaldbailey.co.uk www.topgradesportswear.com Non trading websites www.uksourcelab.com www.kooga-rugby.com www.bluestheskishop.co.uk www.champion.ie www.thedufferofstgeorge.com www.planetfear.com www.openstores.co.uk 138 

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