JD Sports Fashion
Annual Report 2016

Plain-text annual report

2016 Annual Report & Accounts Annual Report & Accounts 2016 Contents Overview Highlights Milestones Who We Are Where We Are 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 Director’s 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 8 26 47 48 49 51 53 54 56 58 64 65 68 73 82 83 86 86 87 88 89 90 144 145 145 3 “ Record result with headline profit before tax and exceptional items of £157.1 million.” Peter Cowgill Annual Report & Accounts 2016 Overview Highlights Revenue Profit Before Tax and Exceptional Items £1,059.5m £1,258.9m £1,216.4m £1,522.3m £1,821.7m 2012 2013 2014 2015 2016 £77.1m 2012 £60.5m 2013 £82.0m 2014 £100.0m 2015 £157.1m 2016 Total Dividend Payable per Ordinary Share Adjusted Basic Earnings per Ordinary Share 6.32p 2012 6.58p 2013 6.78p 2014 7.05p 2015 7.40p 2016 26.47p 2012 22.13p 2013 30.82p 2014 38.89p 2015 61.34p 2016 Net Assets Net Cash £229.2m 2012 £251.8m 2013 £272.8m 2014 £310.0m 2015 £400.8m 2016 £60.3m 2012 £45.6m 2013 £45.3m 2014 £84.2m 2015 £209.4m 2016 Group Revenue Wholesale 5% Multichannel 14% Retail Stores 81% Rest of the World 1% Europe 22% UK 77% 5 Overview Annual Report & Accounts 2016 Milestones SCOTLAND #BETHEDIFFERENCE April 2015 September 2015 • 2015 ‘FACE OF JD’ COMPETITION LAUNCHES • KINGSWAY WAREHOUSE EXPANSION PROGRAMME COMPLETE July 2015 October 2015 • NEW FLAGSHIP STORES OPEN ON - OXFORD STREET, LONDON - NORTHUMBERLAND STREET, NEWCASTLE • NEW FLAGSHIP STORE OPENS IN NIEUWENDIJK, AMSTERDAM August 2015 • FIRST JD STORE IN BELGIUM OPENS IN ANTWERP i G A s a d d a 5 1 0 2 © November 2015 January 2016 • FIRST JD STORES OPEN IN - ROME (ITALY) - STOCKHOLM (SWEDEN) - COPENHAGEN (DENMARK) • FIRST JD STORE IN ASIA OPENS IN KUALA LUMPUR, MALAYSIA • NEW FLAGSHIP STORE OPENS ON ARGYLE STREET, GLASGOW March 2016 • PURCHASE OF THE TRADING ASSETS AND TRADE OF AKTIESPORT AND PERRY SPORT FASCIAS • ENGLAND FOOTBALL HOME KIT LAUNCH December 2015 • PINK SODA SPORT LAUNCH (FEMALE OWN BRAND ATHLEISURE RANGE) • JD GYMS RECEIVES BEST BUDGET GYM AWARD • FOOTBALL FEDERATION KIT LAUNCHES (SCOTLAND, WALES, NORTHERN IRELAND) WITH JD AS EXCLUSIVE RETAILER 7 Overview Who We Are The Group has over 900 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. Annual Report & Accounts 2016Oxford Street London, UK Sunway Pyramid, Kuala Lumpur, Malaysia 9 OverviewWho We Are Northumberland Street, Newcastle Upon Tyne, UK Annual Report & Accounts 2016Nieuwendijk, Amsterdam, The Netherlands Argyle Street, Glasgow, UK 11 OverviewAnnual Report & Accounts 2016 Who We Are Mary Street, Dublin, Ireland Fields Mall Fields Shopping Centre, Copenhagen, Denmark Mall of Scandinavia, Stockholm, Sweden Calle jacarilla, 7, Elche, Spain 13 OverviewAnnual Report & Accounts 2016 Who We Are Kleistrasse, Monchengladbach, Germany Annual Report & Accounts 2016Roma Est Mall, Rome, Italy Aeroville, Paris, France Meir, Antwerp, Belgium 15 OverviewAnnual Report & Accounts 2016 Who We Are Footpatrol, Berwick Street, London UK Size?, Carnaby Street, London, UK Manchester, UK Scotts, The Trafford Centre, Manchester, UK Elche, Spain 17 OverviewAnnual Report & Accounts 2016 Who We Are Chausport, Centre Commercial Auchan V2, Lille, France Sprinter, Poligono Vizcarra Nave 14, Elche, Spain Ultimate Outdoors, Deepdale Retail Park, Preston, UK Millets, Tulketh Street, Southport, UK Blacks, Sheffield, UK 19 OverviewWho We Are Established in 1981 with a single store in the North West of England, JD Sports Fashion Plc is now a leading international multichannel retailer of sports fashion and outdoor brands. Annual Report & Accounts 2016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 all existing European territories. The recently opened store in Kuala Lumpur, Malaysia is JD’s first venture outside of Europe. Established in 2000, Size? specialises in supplying 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 product releases. Outside of the UK and Republic of Ireland, Size? now has stores in France, the Netherlands, Italy, Germany and Denmark. Footpatrol is London’s best-known destination sneaker store, with a history in supplying the most exclusive footwear. It has been at the heart of supplying the sneaker fraternity with the most desirable footwear, apparel and accessories. Specialising in new and classic sneakers, limited editions, Japanese exclusives and rare deadstock, Footpatrol is based in the heart of Soho on Berwick Street. 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. 21 OverviewWho We Are 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. 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 Pretty Green. K E L L B R O O K I B F W E L T E R W E I G H T C H A M P I O N O F T H E W O R L D 160317 SCT15109 Annual Board Report DPS 210x297_3mm FA.indd 1 18/03/2016 08:42 Tessuti’s vision is to become the first choice retailer for branded premium menswear fashion in the UK. The current stores offer customers a strong mix of brands including Hugo Boss, Ralph Lauren Polo, Canada Goose and Stone Island. T E S S U T I . C O . U K Cloggs is an online niche retailer of premium branded footwear. Cloggs also has three stores in Shrewsbury, @TESSUTIUK York and Newcastle. @TESSUTIUK /TESSUTIUK Annual Report & Accounts 2016Overview Who We Are Mainline Menswear is an online niche retailer of premium branded Men’s apparel and footwear, stocking brands such as Armani, Hugo Boss and Ralph Lauren. Getthelabel.com is an online and catalogue business which offers customers significant savings on branded fashion and footwear. Kooga Annual Report DPS_PRINT.pdf 1 3/21/16 3:19 PM C M Y CM MY CY CMY K JD Gyms offer exceptional fitness facilities in five prime city centre locations. JD Gyms have the latest gym equipment and workout techniques, providing a whole host of effective fitness classes and unrivalled onsite support and advice. JD Gyms was announced as the ‘Best Budget Gym’ at the 2015 National Fitness Awards. 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. 23 OverviewWho We Are Kukri Sports is an international sportswear manufacturer supplying bespoke teamwear to many leading schools, colleges and universities. In addition, Kukri is sole kit supplier to a number of high profile professional teams and will once again be the official kit supplier to Team England for the 2018 Commonwealth Games. 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. Source Lab Annual Report DPS_PRINT.pdf 1 3/21/16 3:15 PM C M Y CM MY CY CMY K Source Lab is a football license business in the UK working with some of the biggest and best known names in world football designing, sourcing and distributing mono branded apparel as well as supplying club retail operations. Source Lab has an impressive license portfolio which includes Chelsea, Arsenal, Manchester City and Barcelona. Nicholas Deakins was launched in 1991 and is firmly established as one of the UK’s leading footwear and clothing lifestyle brands with a reputation for innovative, original design and quality manufacture. Nicholas Deakins will celebrate their 25th Anniversary in September 2016. Annual Report & Accounts 2016Overview Who We Are Blacks is a long established retailer of specialist outdoor apparel, footwear and equipment. Trading online and from approximately 60 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 100 stores, Millets supply a more casual outdoor customer who seeks value for money, providing for a wide range of recreational activities, such as walking or leisure camping. Ultimate Outdoors is the ultimate destination for the outdoor consumer offering high quality and technical product from the biggest names in outdoors at the best prices. There are now six Ultimate Outdoors stores. Tiso is Scotland’s leading outdoor retailer, with 10 stores with unrivalled product ranges catering for those who take the outdoors a bit more seriously. Alpine Bikes is a quality cycle retailer, with five standalone stores, stocking premium brands such as Trek and Cannondale. Based in the heart of the Lake District, George Fisher is the UK’s premium outdoor destination for more discerning explorers, who can expect the highest levels of customer service. 25 OverviewWhere We Are Europe Sweden Denmark Ireland The Netherlands UK Belgium Germany France Spain Italy Malaysia Annual Report & Accounts 2016Sweden Sweden Denmark Ireland The Netherlands UK Belgium Germany Denmark Ireland UK France The Netherlands Belgium Germany Spain France Spain Italy Italy Overview Asia Malaysia Malaysia Chausport Sprinter Other Total 73 72 82 81 80 104 838 973 60 59 129 144 660 736 2,511 2,858 Sports Fashion Fascias No. Stores JD UK & ROI JD Europe JD Asia Size? 2015 2016 000Sq Ft 2015 2016 Outdoor Fascias No. Stores 2015 2016 000Sq Ft 2015 2016 351 361 1,292 1,371 Blacks 73 60 270 207 65 103 121 222 Millets 92 99 175 205 - 1 - 4 Tiso 17 16 101 97 31 36 49 63 Other 2 7 62 163 Sub-Total JD & Size? 447 501 1,462 1,660 Total 184 182 608 672 27 OverviewGroup Portfolio Our vision and passion helps continually build upon our proud heritage to set class leading standards across all communications and imagery. Annual Report & Accounts 201629 Overview31 Overview33 Overview35 Overview37 Overview39 Overview41 Overview43 Overview45 OverviewOverview Executive Chairman’s Statement Dividends and Earnings per Share The Board proposes paying a final dividend of 6.20p (2015: 5.90p) bringing the total dividend payable for the year to 7.40p (2015: 7.05p) per ordinary share, an increase of 5%. The proposed final dividend will be paid on 1 August 2016 to all shareholders on the register at 24 June 2016. We believe that this level of dividend strikes a fair balance for shareholders with appropriate capital retained to facilitate ongoing developments, particularly investment in the international Sports Fashion fascias, which will drive success for the Group, and increased benefits to shareholders, over the longer term. The adjusted earnings per ordinary share before exceptional items have increased by 58% to 61.34p (2015: 38.89p). The basic earnings per ordinary share have increased by 43% to 50.16p (2015: 35.17p). 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 and committed people in every aspect and level of our business. The record result is principally due to their expertise, energy and passion. I thank everybody involved in all of our businesses for delivering these excellent results. Current Trading and Outlook We are encouraged by the continued positive trading across our core fascias in the year to date and the Board continues to believe that the Group is very well positioned for profitable growth. Our next scheduled update will take place upon the announcement of our Interim Results which is scheduled for 14 September 2016. Peter Cowgill Executive Chairman 13 April 2016 Introduction I am delighted to report that the Group has delivered another very strong set of results for the year to 30 January 2016 with the headline profit before tax and exceptional items increased by 57% to £157.1 million. Given that last year’s result was a record for our Group then the performance in the year was very pleasing, further demonstrating the increasing influence of the JD fascia in the UK and beyond. The foundation of our continued success remains our world class core Sports Fashion fascias. The investments made over a number of years in developing our multichannel retail proposition and driving improved buying, merchandising and retailing disciplines have given us the platform to exploit the favourable trends which exist for athletic inspired footwear and apparel throughout Europe. We remain committed to continually enhancing our proposition for both customers and third party brand partners. During the period we demonstrated this through the opening of new larger spaced flagship style JD stores in London, Glasgow, Newcastle and Amsterdam. JD has continued to develop its reputation for setting the highest standards of visual merchandising and retail theatre and the new flagship stores, which also embrace the latest innovations in digital technology, take these standards to a new level. During the year we have expanded our international presence with additional stores in existing European territories together with a number of stores in new countries. We continue to gain traction in Europe and are confident of the opportunities that exist for the JD fascia in these markets. More recently, we have opened our first store outside of Europe at Sunway Pyramid in Kuala Lumpur as part of a newly formed venture with Stream Enterprise in Malaysia. Opening a store outside of Europe has brought the expected challenges and we continue to enhance the flexibility of both our proposition and our operational processes to cope with the increasing scale of our international ambitions. Our key international brand partners strongly support the continued international development of JD. In the early part of the year we made a number of operational management changes in our Outdoor operations. This brought the Blacks and Millets and the newer Ultimate Outdoors fascias under common leadership and greater use has been made of the merchandising and commercial management expertise in the core JD team. Whilst there is a continual requirement to refine the product proposition, we believe that this new operational framework has given our Outdoor fascias a more efficient and appropriate cost base from which to operate and we are optimistic that this, combined with ongoing refinements to the product offering, will deliver a further improvement in the financial performance of these fascias in the year to January 2017. 47 Overview Business Model RETAIL KEY INPUTS 11 Countries C. 20 Fascias 918 Stores • INTERNATIONAL BRANDS • OWN BRANDS • SUPPLY CHAIN • TECHNOLOGY AND IT INFRASTRUCTURE • THIRD PARTY LOGISTICS KEY COMMERCIAL ACTIVITIES • RETAIL • BUYING • MERCHANDISING • MARKETING • MULTICHANNEL • PROPERTY • DISTRIBUTION • PROVIDING CUSTOMERS WITH EXCLUSIVE RANGES FROM THE BEST BRANDS IN SPORTS FASHION AND OUTDOOR • MARKET LEADING ONLINE AND INSTORE DIGITAL TECHNOLOGY • WORLD CLASS STANDARDS OF VISUAL MERCHANDISING AND RETAIL THEATRE C. 19,000 Colleagues REVENUE CHANNELS • STORES • INSTORE DEVICES • STORE COLLECTION OR HOME DELIVERY • DESKTOP, TABLET AND MOBILE OPTIMISED WEBSITES • APPS Annual Report & Accounts 2016Our Strategy Introduction 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 the existing store presence in France, Spain, the Netherlands and Germany complemented by new openings for JD in the year in Belgium, Italy, Sweden and Denmark. More recently, we have extended our geography further with our first store outside Europe in Kuala Lumpur, Malaysia which necessitates the development of a different operating model. 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 position through ongoing investment in the retail store portfolio, development and nurture of global branded supplier relationships, and the acquisition of brands and retailers which we can develop and exploit to ensure our overall product offers remain uniquely appealing and our stores retain a vibrant atmosphere. 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 present them as complementary to 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 the 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 80. Stores We are engaged in omnichannel retail and we continue to invest considerable time and financial resources in our retail property portfolio. Increasingly developments in the Sports Fashion fascias are focused overseas. We believe that the combination of a largely exclusive product offering presented in a well fitted store with world class standards of retail theatre are major drivers of footfall to our stores. During the year, we have further developed our new flagship concept with new stores in London, Newcastle, Glasgow and Amsterdam. These stores are enhanced by the latest innovations in digital technology and take our already market leading standards of visual merchandising to a new level. The movements in store numbers and square footage at the start and end of the period are documented in the ‘Where We Are’ section on page 27. Multichannel Multichannel activity has continued to grow significantly over the last 12 months as we continuously strengthen each of our channels and focus on delivering a seamless shopping experience for our customers across all of our channels. The strength of our multichannel offer continues to differentiate us in the market place, is highly regarded by our key global brand partners and is very popular with our consumers. We remain focused on ensuring our customers choose to shop with us, irrespective of which channels they choose to shop in and across. In the UK, we have again seen significant growth in online sales, principally driven by our continued investment and strengthening of our mobile and apps offer. Our digital and social media 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. Our new Oxford Street flagship store showcases our latest instore digital technology. Overseas, JD now has a local language and local currency multichannel offer in: Belgium, Denmark, Ireland, Italy, France, Germany, the Netherlands, Spain and Sweden. In 2016 we will continue our focus on optimising our digital channels profitably, improving the customer experience, enhancing our multichannel proposition, exploiting group synergies and rolling out our multichannel offer internationally. Multichannel sales represented 11.3% (2015: 9.9%) of JD and Size? fascia sales in the last year, excluding kiosk sales. 4949 Strategic ReportStrategic ReportOur Strategy (continued) Infrastructure and Resources Our most important resource 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. The Group employs large numbers of recent school leavers and graduates and over 180 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 with additional mezzanine racking and machinery introduced in the year. This facility will be able to deal with further growth in volumes although we have also acquired an additional plot of land to facilitate further expansion in the near future. Period ended 30 January 2016 Period ended 31 January 2015 59.58m 59.22m 58.75m 52.28m Number of items processed by Kingsway Distribution Centre Number of items processed by Kingsway Distribution Centre – continuing businesses only (excluding Bank Fashion Limited) During the year, we took the decision to halt the project to replace the bespoke legacy core systems with Oracle Retail as we have concluded that the legacy systems can manage further growth and change in the Group with more agility and at a lower cost thus minimising the change risk to the business. 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 58 to 63. The risks faced by the Group and our mitigation plans are reported separately on pages 51 to 52. Financial Key Performance Indicators Revenue Gross profit % Operating profit Operating profit (before exceptional items) Profit before tax and exceptional items Profit before tax Basic earnings per ordinary share Adjusted basic earnings per ordinary share Total dividend payable per ordinary share % Change +20% +44% +56% +57% +45% 2016 £000 2015 £000 1,821,652 1,522,253 48.5% 133,406 158,902 48.6% 92,646 102,173 157,127 100,023 131,631 50.16p 61.34p 90,496 35.17p 38.89p 7.40p 7.05p Net cash at end of period (a) 209,421 84,230 a) Net cash consists of cash and cash equivalents together with interest-bearing loans and borrowings. On behalf of the Board Peter Cowgill Executive Chairman 13 April 2016 Annual Report & Accounts 2016 Principal Risks Any business undertaking will involve some risk with many risk factors common to any business no matter what segment 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 principal risk factors are assessed below: Omnichannel Risk and Impact Key Suppliers and Brands The retail fascias offer a proposition that has a mixture of third party and own brand product. The Group maintains and is dependent on long term supplier relationships whose loss could adversely impact results. The retail 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 both in terms of the fascias which can sell the ranges and, more specifically, the individual towns or retail centres. Intellectual Property Mitigating Activities 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’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. 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. 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 Ain terms of sales, profitability and cash flow in its Sports Fashion fascias 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 Wherever possible, the Group will seek a number of protections when agreeing to new property leases: • • • • New leases taken out for a maximum period of 10 years. Break option part way through the lease. Capped rent reviews. 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. 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 incoming 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. 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. 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. Reliance on Non-UK manufacturers 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 Head of Quality and Ethics who has extensive experience in this area. Adequate levels of stock are maintained to cover short periods of supply delay. 5151 51 Strategic ReportStrategic ReportPrincipal Risks (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 enterprise system continues to be ideally suited to the operations of the business but it has always been reliant on a very limited number of key development staff. Warehouse Operations Stock is held in the Group’s warehouse in Rochdale. Having the stock in one location with increased automation in the picking process has brought significant 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 fulfilment 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 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 The Group is exposed to fluctuations in foreign exchange rates. Branded 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 this results in an increasingly significant Sterling / Euro exposure in the UK trading business for the Euros which are remitted back for stock purchases. There is also exposure in relation to 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. Regulatory and Compliance The Group operates in an environment regulated by legislation, codes and standards including, but not limited to, listing rules, trading standards, advertising, product quality, carbon emission reporting, bribery, corruption and data protection rules. The Group recognises that failure to comply with these may result in financial or reputational damage to the business. Brian Small Chief Financial Officer 13 April 2016 Mitigating Activities The IT team in place has been strengthened and the documentation of the current system has improved. Further, a bespoke training academy is being established to train already highly skilled IT operatives in the operating system behind the core ERP system. 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 housing the principal IT servers 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 conceptual Business Continuity Plan which came into effect when the warehouse became operational. This plan is being 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. Consideration will also be given to any extension to the Kingsway site being a separate building rather than an extension to the existing footprint. To help achieve this continued service, the Group has competitive reward packages for all 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. The Board regularly considers the actions required to ensure there is succession planning for all key roles. 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 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. Any surplus Euros are converted back to sterling with hedging now put in place for approximately 75% of the anticipated surplus. This leaves some Euros available should the Group need to move quickly to take advantage of an acquisition or other investment opportunity. Discussions continue with senior management at the major international brands on how the risk on Sterling / Euro volatility from the centralisation of product buying can be shared fairly between the parties. The Group is currently monitoring its exchange rate risk closely in view of potential further uncertainty and volatility in currency markets as a result of the upcoming referendum on the UK’s membership of the European Union. The Group sets a buying rate for the purchase of own brand 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 up to 90% of the US dollar requirement for the following year. The Group actively monitors adherence to its existing regulatory requirements and has a number of internal policies and standards to ensure compliance where appropriate. The Group provides training where required and operates a confidential whistleblowing hotline for colleagues to raise concerns in confidence. The Group expects all suppliers to comply with its Conditions of Supply which clearly sets out its expectations of its suppliers and includes a Code of Conduct which all suppliers must adhere to. Annual Report & Accounts 2016 Business Review Sports Fashion Sports Fashion has had an exceptional year with operating profits (before exceptional items) increased by 49% to £162.9 million (2015: £109.3 million). Our fascias have successfully exploited the buoyant market for branded athletic footwear and apparel across Western Europe with like for like store sales growth in excess of 10% for the second consecutive year. Whilst we would not expect a third year of organic growth at this level, the JD fascia is developing well in both its core and international markets. Our global brand partners support our continued international development and we would anticipate further significant investments in the current year. Indeed, we have already made one investment in the Netherlands market through the acquisition of the trade and store assets of Aktiesport and Perry Sport from the trustee in bankruptcy of Unlimited Sports Group BV. We are currently assessing the Aktiesport and Perry Sport store portfolio in order to create a viable and sustainable business across the Netherlands. Outdoor The Outdoor fascias have made pleasing progress in the year with the operating loss (before exceptional items) reduced to £4.0 million (2015: £7.1 million) with the loss in the current year arising largely from initial losses and other significant property related costs associated with the newer larger space Ultimate Outdoors stores which remain a trial at this stage. We are encouraged that the original Blacks and Millets fascia stores have delivered a breakeven result. Margins were improved over the full year with reduced levels of discounting of Autumn and Winter ranges relative to the prior year. We are striving for further improvements in margins in this year as the merchandising and commercial disciplines increasingly align themselves with the core JD team. However, in a sector with significant presence from retailers with a high proportion of private label product in their proposition, more significant improvements in margin will require enhanced levels of product differentiation and other support from the major brands. Peter Cowgill Executive Chairman 13 April 2016 As anticipated, the overall gross margin in Sports Fashion is slightly lower than the previous year reflecting the impact of the weaker Euro through the majority of the year on the JD fascia’s Euro denominated businesses where product is sourced and distributed from the UK. Whilst the Euro has strengthened since the year end, we are mindful of the potential impact of increased volatility in margin as the results of the European businesses increase in relative importance. We continue to work on mitigating any adverse currency impacts with our global brand partners. We are satisfied with the progress in the Chausport business in France and the Sprinter business in Spain and are also pleased to report a turnaround in the trading performance of Kukri, our supplier of multisport kit for schools, universities and sports teams at all levels. Finally, we believe that we have successfully established Tessuti and Scotts as premium brand multichannel fashion retailers based on our strong relationships with the major global premium brands where we foster their brand equity to secure product longevity and stimulate further growth. 5353 53 Strategic ReportStrategic ReportFinancial Review – Continuing Businesses Revenue, Gross Margin and Overheads Total revenue increased by 20% in the year to £1,821.7 million (2015: £1,522.3 million). Like for like sales for the 52 week period across all Group fascias, including those in Europe, increased by 11.6%. Total gross margin in the year of 48.5% was broadly consistent with the prior year with an increase in the margin in Outdoor to 43.3% (2015: 42.2%) offset by a slight reduction in the margin in Sports Fashion to 49.0% (2015: 49.2%). Operating Profits and Results Operating profit (before exceptional items) increased substantially by £56.7 million to £158.9 million (2015: £102.2 million) driven by the performance in Sports Fashion assisted by a further reduction in the losses in Outdoor. There were net exceptional items in the year of £25.5 million (2015: £9.5 million) from the impairment of certain intangible assets and the write off of costs on the project to replace the Group’s core IT systems. We took the decision not to continue with this project as we believe that enhanced internally developed systems will enable further growth of the Group, including increasing internationalisation, with more agility, lower cost and reduced risk. The exceptional items comprised: Impairment of intangible assets (1) Termination of project to replace core IT systems (2) Other property related items Total exceptional charge 2016 £m 10.6 14.9 – 25.5 2015 £m 5.1 – 4.4 9.5 1. Relates to the impairment in the period to 30 January 2016 of the goodwill arising in prior years on the acquisition of ActivInstinct Limited, a partial impairment of the Blacks fascia name and the impairment of other goodwill and fascia name balances which were not significant. The charge in the prior period related to 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. 2. One off exceptional charge writing off costs to date including certain other related costs. Group profit before tax in the year ultimately increased by 45% to £131.6 million (2015: £90.5 million). Working Capital and Cash Strong cash generation from the ongoing trading in our core retail fascias combined with further management focus on driving improvements in stock management disciplines has meant that we ended the year with a net cash balance in excess of £200 million for the first time. The positive cash position provides the Group with a strong financial foundation for our ongoing retail developments, both in the UK and internationally. Whilst there were no acquisitions in the year to 30 January 2016, we will continue to make selected acquisitions and investments, as we have done recently in the Netherlands, where they benefit our strategic development. On 1 September 2015, the Group amended and extended its syndicated committed £155 million bank facility which previously expired on 11 October 2017. The facility has been amended by increasing the syndicated committed facility by £60 million to £215 million. The expiry date has also been extended by two years and so the amended facility now expires on 11 October 2019. Gross capital expenditure (excluding disposal costs) increased by £13.3 million to £83.5 million (2015: £70.2 million). Our continuing commitment to enhancing our customers’ experience, including the development of the new flagship concept, and to developing our overseas businesses means that investment in our retail fascias, both in terms of taking new stores where appropriate and refurbishing existing space, remains very substantial with the spend on our retail fascias increasing by £14.5 million to £51.7 million (2015: £37.2 million). We anticipate a further increase in capital expenditure in the new financial year although the ultimate level of spend will depend on the final availability of appropriate retail sites. Elsewhere, we have now completed the project to increase the operational capacity and flexibility of our Kingsway warehouse at a cost in the year of £9.7 million (2015: £11.5 million). We have also acquired a plot of land next to our existing Kingsway site at a cost of £4.7 million to facilitate future development. Taxation The effective rate of tax on profit from continuing operations has increased from 22.9% to 23.5% primarily due to impairments of non-current assets which do not qualify for tax relief and prior year adjustments. Excluding both exceptional items and prior year adjustments from the tax charge, the effective core rate from continuing activities has decreased from 22.4% to 21.4%. This core effective rate continues to be above the standard rate due to 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. Annual Report & Accounts 2016Financial Review – Continuing Businesses (continued) Earnings per Share The basic earnings per share from continuing operations has increased by 42.6% from 35.17p to 50.16p. 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 57.7% from 38.89p to 61.34p. Dividends A final cash dividend of 6.20p per share is proposed, which if approved, would represent an increase of 5.1% on the final dividend from the prior year. Added to the interim dividend of 1.20p per share, this takes the full year dividend to 7.40p, which is an increase of 5.0% on the prior year. The dividend has risen by 64% since 2010. We believe that this level of dividend strikes a fair balance for shareholders with appropriate capital retained to facilitate ongoing developments, particularly investment in the international Sports Fashion fascias, which will drive success for the Group, and increased benefits to shareholders, over the longer term. 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. Foreign Exchange Exposures The Group has two principal foreign exchange exposures: 1. 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. The Group’s forecast requirement for US Dollars in the period to January 2017 is now $100 million. Cover is in place for 2016 for $85 million meaning that the Group is currently exposed on exchange rate movements for $15 million of the current year’s estimated requirement. 2. 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 an element of 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. The anticipated surplus over and above the planned investment levels in the period to January 2017, pre any potential acquisition activity to be funded in Euros, is €160 million. Hedging contracts are in place to sell €122 million meaning that the Group is currently exposed on exchange rate movements for €38 million of the current year’s estimated surplus. Brian Small Chief Financial Officer 13 April 2016 5555 55 Strategic ReportStrategic ReportProperty and Stores Review Sports Fashion JD The retail property strategy for the core JD fascia is consistent across all of our territories. JD is a world class retail fascia and we strongly believe that our multichannel approach, which marries 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 supplier partners. We are committed to continually enhancing our retail proposition for both customers and third party brand partners and during the period we demonstrated this commitment with the opening of new larger spaced flagship style JD stores in Oxford Street London, Glasgow, Newcastle and Amsterdam. Including the Trafford Centre, which was refurbished in the previous year, there are now five stores in this style. Further international expansion of the JD fascia is a clear strategic focus for the Group. During the year we have opened additional stores in all existing European territories. We also saw the opening of our first JD stores in Belgium, Italy, Denmark and Sweden. More recently, we have opened our first store outside of Europe at Sunway Pyramid in Kuala Lumpur, Malaysia. Our international credibility with both major landlords and property agents is increasing 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. The major property developments in each area were: • UK & Republic of Ireland – 25 new stores were opened in the period with 14, generally smaller, stores closed. The 25 new stores included nine relocations in towns or malls in the UK to a more appropriately spaced store or a position of greater footfall. We also upsized in four locations where we were able to negotiate a favourable rent deal on additional space, the most significant one being Newcastle Northumberland Street where the enlarged 16,000 sqft store has been presented in the new flagship style. • Europe - JD continues to develop momentum in Europe with a net increase of 38 stores. A total of 41 stores were opened in the year of which 34 were across the existing territories of France, Spain, the Netherlands and Germany with seven new stores opened in the new territories of Belgium, Italy, Denmark and Sweden. The openings included Amsterdam Nieuwendijk which, with a retail space of 9,500 sqft, is our largest store to date in Europe and is the first flagship style store outside of the UK. Three stores were closed in the year of which two, Berlin Gesundbrunnen and Almere (the Netherlands), were relocations into larger space. • Asia - The first JD store outside of Europe opened in January 2016 at Sunway Pyramid in Kuala Lumpur where we are working with a local partner, Stream Enterprise SDN BHD. 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, three were in Europe with one further store in France (Marseille) together with our first Size? stores in Germany (Cologne) and Denmark (Copenhagen). Chausport It is still our belief that the Chausport fascia is more suited to the smaller regional towns and centres where conflict with JD’s expansion is unlikely. We continue to be satisfied with the performance of the Chausport business and will support limited investment in this business. One smaller store, at Chenove, closed in the year. Sprinter We continue to believe that the Sprinter proposition has significant potential to expand beyond its traditional heartlands in the communities of Andalucía, Murcia and Valencia and are supporting the Sprinter management team in their store opening programme. During the year we opened a further 24 stores of which 12 were outside of the traditional heartlands, including a further five stores in Catalonia to complement the opening at Badalona in the previous year and a first store off the Spanish mainland on the island of Mallorca. The average retail footprint of the stores opened in the year was 5,600 sqft which is less than 40% of the average retail footprint of the stores on acquisition in 2010. We are confident that this lower footprint provides a more effective and efficient trading area 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 have supported a limited investment in the fascia during the year with a new store at Cardiff and relocations in St Helens, Bolton and Blackpool. Tessuti After a year of consolidation in the previous year, we have been able to increase investment in the Tessuti fascia in the year with five new stores at Liverpool Speke, Blackburn, Ayr, Walsall and West Bromwich. In addition to the usual decision making factors for new property of rent cost, 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. Annual Report & Accounts 2016Property and Stores Review (continued) Outdoor • Ultimate Outdoors: Two of the former Kiddicare 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 mutual ability to move quickly if appropriate. Consequently, whilst this gives maximum flexibility, it does mean that the Blacks and Millets store portfolios continue to be very dynamic: • Blacks: Three new stores were opened in the period at Edinburgh Kinnaird, Cardiff Bay and Leeds with six stores closed. A further six stores were converted to Millets and four, larger space, stores were converted to the new Ultimate Outdoors fascia. • Millets: The Millets store portfolio has seen further considerable change during the year with nine new stores opened and the conversion of eight stores from other fascias of which six were formerly Blacks stores, one ex JD and one ex Scotts. 10 stores were closed in the year. stores, which we acquired in the previous financial year, were opened in the year in the new larger format Ultimate Outdoors style. These stores, at Merryhill and Nottingham both have retail footprints in excess of 30,000 sqft and, as the name suggests, provide the ultimate destination for the Outdoor consumer. This means that three of the former Kiddicare stores are now trading with Aintree surrendered back to the landlord during the year and Southampton the subject of ongoing discussions with the landlord. Four, larger space stores, where the footprint is more consistent with the Ultimate Outdoors format were converted from Blacks although, subsequently, West Thurrock was closed as the landlord exercised his mutual right to break the flexible lease. Tiso The underperforming Tiso store at Fort William was closed in the year. For a complete table of store numbers see page 27. Peter Cowgill Executive Chairman 13 April 2016 5757 57 Strategic ReportStrategic Report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. Developing Our People The Group understands the importance of developing our people across all levels and is committed to providing all employees with the tools to excel within their careers. In order to facilitate this, learning and development solutions tailored and adjusted to meet the ever changing requirements of a fast-paced, growing business are provided. Training and Development Who Are Our People? The Group is a large equal opportunities employer that is committed to providing exceptional prospects for its people to grow and develop within the business, investing heavily in attracting, recruiting and retaining its people. The Group has grown significantly since its birth in 1981, and at the end of the financial year employs over 19,000 people, across all aspects of the business. Internal progression is a fundamental value of the business and is key to the future expansion of the Group, promoting the core values and DNA throughout. The Group promotes career development both in the UK and internationally, employing large numbers of school leavers and university graduates, within Retail, Head Office and Distribution. JD’s global expansion offers its people infinite opportunities across its ever growing international territories. A variety of interesting positions usually exist across a number of departments such as; Human Resources, Finance, Buying, Merchandising, Property, IT, e-Commerce and Retail. Part of the foundation for internal progression is the Group’s Trainee Management Academy, designed to turn the most promising junior managers of today into the senior managers of tomorrow. The Academy has already provided a number of key senior positions within the business such as Area Sales Managers and key Head Office appointments, continually evolving to the needs of the Group. During the year ended 30 January 2016, the Academy produced graduates from France, Spain and the Netherlands and continues to expand its international influence. The development across all territories is provided by the established Learning & Development department. The team operates across all of the Group’s fascias and territories, as well as Head Office and the Distribution Centre. This function assesses the needs and designs and delivers necessary programmes for all fascias and territories in order to ensure operational consistency along with developing the management skills required to effectively manage the business. A Learning Management System (‘LMS’) platform along with e-learning and compliance based e-assessments are continually evolving to meet the ever demanding needs of the business. Within Retail alone there are a number of roles, in more than 900 stores across all territories, such as team members, store management and visual merchandisers, working together to present the product range to extremely high standards and provide unparalleled service to customers. Growing Our People The opportunities are extensive for those who spend their careers with JD. Examples abound within the group of individuals who began their careers in store before either rising through the Retail ranks or pursuing other careers within JD Sports Fashion Plc. Recruiting Our People The Group continues to grow with over 100 new stores opening during the year and the expansion is long term, so there remains a substantial need for recruitment. Whilst the Group is committed to getting the very best from its people, it also strives to ensure that its recruits are of the highest standard. Dedicated recruitment personnel for our Head Office and Retail teams provide invaluable support in arranging interviews, scouring CV databases and advertising positions both internally and externally, ensuring that the most suitable candidates are sourced. 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 gender, marital status, sexual orientation, age, race, religion, ethnic or social origin or disability. 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. 58 Annual Report & Accounts 2016Corporate and Social Responsibility (continued) A breakdown by gender of the number of employees who were Directors of the Company, Senior Managers and other employees as at 30 January 2016, is set out below: Plc Board Senior Managers* All Employees Male Female 4 108 1 42 Total 5 150 10,336 9,497 19,833 % Male 80% 72% 52% % Female 20% 28% 48% The breakdown for the comparative period, as at 31 January 2015, is set out below: Plc Board Senior Managers* All Employees Male Female 4 91 - 36 Total 4 127 8,274 7,551 15,825 % Male 100% 72% 52% % Female - 28% 48% * Senior Managers are 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 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 fully committed to continuous health and safety improvement across all areas of the Group and understand that it is the way we work and behave that protects our colleagues, customers and other stakeholders. Our organisational structure defines individual safety responsibilities and duties to ensure that we provide and maintain safe and healthy working conditions, equipment and systems of work for all our colleagues. We demonstrate this commitment through active leadership, promoting best practice and by setting specific and measurable targets each year. Our performance against these targets is reviewed and reported upon regularly and we will ensure that adequate resource is provided to enable their achievement and ensure the effective management of risk within the Group. Our commitment is best evidenced by: • The continued development of our induction and training programmes that ensures every colleague has the competence, understanding and awareness to work safely and at minimum risk. • Our Group health and safety committee meeting four times a year and our distribution health and safety committee meeting monthly both ensure engagement with our colleagues. Every employee has the opportunity to raise any safety concerns through their nominated representative. • There has been continued safety input into all our new and refitted stores from the initial design through to opening. Our health and safety team conducts its own audit programmes to ensure the highest safety standards are maintained during the construction phase of all our shop-fit projects. • We review the processes we have in place and aim to implement current best practice in all areas of our business. During the year we have reviewed and re-written our Group, retail and distribution safety policies. We have also implemented safety improvement plans for our retail and distribution teams demonstrating that we are committed to continuous improvement. • We have implemented Group safety procedures across all UK companies with our focus on companies with warehousing and distribution activity. 5959 Strategic ReportStrategic Report Corporate and Social Responsibility (continued) • Our drive to implement Group safety procedures across all JD retail stores in Europe continues. Group procedures are now in place in Germany, the Netherlands, Belgium, Denmark and Sweden. • Acknowledging that our main Distribution Centre is our most hazardous environment, the safety and operations teams have been working throughout the year towards the achievement of a British Safety Council Accreditation. • We set ourselves a number of measurable targets for the year and have worked towards their achievement, including: - Our area sales managers must carry out a health and safety inspection every six months in each store under their control. Our target was that 95% of all stores must have a current inspection in place. At the end of the year the level of compliance was 95%. - During the financial year, our target of zero Local Authority or Fire Authority enforcement notices to be served on the company has been achieved. Environment The Group recognises that it has a responsibility to manage the impact that its businesses have on the environment and is 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 Principles 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 545 of the Group’s sites with ongoing rollout planned for 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 75% of gas consumption is automatically measured every 30 minutes. In the period to 30 January 2016, the Group has invested in Building Management Systems in 180 of its highest energy consuming stores in the UK. The project covers all fascias and is maintaining 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 2016. 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 lighting scheme also incorporates LED lamps in changing areas and individual motion sensors on every light fitting in non-retail areas. Further, individual motion sensors have been fitted on lights in the Group’s Head Office building in the year. 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). The contract is 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. Annual Report & Accounts 2016Corporate and Social Responsibility (continued) Objectives For The Period To January 2017 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 28 January 2017: • 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. • Implement recommendations from the energy surveys carried out to exceed our Energy Savings Opportunity Scheme (‘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 which is the Group’s ultimate holding company (see note 36). The Group continues to work closely with Pentland Group Plc to ensure an efficient process with regard 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 to 1,638 tonnes (2015: 1,322 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 30 January 2016 we recycled 95% (2015: 92%) 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. 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) 2015/16 Tonnes CO2 Equivalent 3,751 41,505 2014/15 Tonnes CO2 Equivalent 3,691 43,952 Emissions reported above normalised to per £m revenue 26 34 (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: • Kooga Rugby Limited • JD Sports Fashion Sweden AB • JD Sports Fashion Denmark ApS • JD Sports Fashion SDN BHD • Source Lab Limited • JD Sports Fashion SRL • JD Sports Fashion Belgium BVBA Whilst it is not mandatory, the Group remains committed to presenting data with regard 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: Energy Usage – Electricity (MWh) Energy Usage – Natural Gas (MWh) Total Energy Use (MWh) Carbon Footprint (Tonnes CO2) 2016 59,988 1,810 61,798 28,059 2015 63,145 1,905 65,050 29,536 % Change -5% 6161 61 Strategic ReportStrategic Report Corporate and Social Responsibility (continued) In addition to the DMR scheme, there are three 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 3,808 trees (2015: 2,862 trees). • 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. 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 70% 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 schemes across the United Kingdom. 100% of the proceeds from the carrier bag charges (net of VAT) is passed to the JD Foundation for annual distribution as follows: • England: £183,000 received from 1 October 2015 to 30 January 2016. 50% of the funds will be passed to Mountain Rescue in England and Wales with 50% donated to other charitable causes in accordance with the objects of the JD Foundation. • Wales: £89,000 received on a cumulative basis from the inception of the charge to 30 January 2016. 100% of these funds will be passed to Mountain Rescue in England and Wales. • Scotland: £78,000 received on a cumulative basis from the inception of the charge to 30 January 2016. 100% of these funds will be passed to Scottish Mountain Rescue. We have committed to continuing the arrangements with Mountain Rescue in England and Wales and Scottish Mountain Rescue for a further two years on the same basis, being: • Mountain Rescue in England and Wales: 50% of the income (net of VAT) from carrier bag charges levied in England and 100% of charges levied in Wales. • Scottish Mountain Rescue: 100% of the income (net of VAT) from carrier bag charges levied in Scotland. 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. Annual Report & Accounts 2016Corporate and Social Responsibility (continued) This year has seen the Corporate Responsibility team at JD Head office engage with the Fair Factories Clearing House (‘FFC’) compliance programme and combined with the continued progression of the Asia Inspections partnership we continue to work towards documented compliance in our suppliers and resolution of non-compliances within the core factory base. Our aim is zero tolerance on critical issues, with critical issues defined as ‘an issue that impacts workers causing hardship or harm’. In 2015/16 we eradicated critical issues from our existing supply base and we will continue to do so as our supplier base expands. Furthermore, issues categorised as major and minor issues were reduced by 53% year on year. Over the past two years we have reduced our supply base by 50% as the Group further amalgamates its sourcing strategy. 62% of these factories have been audited by a third party. With the increase in auditing we have enhanced visibility of issues in these factories and are working with the FFC and the factories to track the resolution of these non-compliances to improve conditions across all areas of the ETI base code. The FFC is invaluable in the monitoring of the progress of individual issues and sharing improvement responsibility with other brands sharing one factory, and it is expected that by joining the FFC we will further develop our ethical compliance programme. 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. During the year, JD set up the JD Foundation (the registered charity number is pending). In addition to the support given to Mountain Rescue in England and Wales and Scottish Mountain Rescue, the aim of the Foundation is to support charities working with young people in the UK with the mission to give back to these youth communities. We have nominated four specific charities for funding in the new financial year: • The Teenage Cancer Trust • The Factory Zone • Once Upon A Smile • The Retail Trust Funding for these donations will come from the remaining 50% of the carrier bag charges in England together with the other fund raising activities undertaken by the Foundation. A number of donations were made throughout the year, including £14,000 to Once Upon A Smile, £8,000 to Cancer Research UK and £4,000 to The Teenage Cancer Trust. We also sent each child at a Special Needs school and an orphanage in Coimbatore, India, a present box which was delivered to them on Christmas Eve, along with a further four cartons of toys which were funded by donations from within the Head Office. Brian Small Chief Financial Officer 13 April 2016 6363 63 Strategic ReportStrategic ReportThe Board Peter Cowgill Executive Chairman and Chairman of the Nomination Committee – Aged 63 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 59 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 69 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. 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 Nomination and Remuneration Committees – Aged 56 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. Heather Jackson Non-Executive Director, Member of the Audit, Nomination and Remuneration Committees – Aged 50 Heather was appointed to the Board in May 2015. Heather has extensive experience in IT and change management. Heather is currently Managing Director at Actinista 2016 Limited and a Non-Executive Director of Ikano Bank AB. Her former roles have included CIO of HBOS Plc and other director level roles with Capital One, Boots the Chemist and George at Asda. Andy Rubin Non-Executive Director – Aged 51 Andy was appointed to the Board in February 2016. Andy is Chairman of Pentland Brands, a Director of Pentland Group Plc and the European Vice-President of the World Federation of the Sporting Goods Industry. Annual Report & Accounts 2016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 30 January 2016. 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 49 to 63. All of 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 68 to 72) and the Directors’ Remuneration Report (pages 73 to 81) are incorporated by reference into, and are deemed to form part of, this report. Share Capital As at 30 January 2016 the Company’s issued share capital was £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 its 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 Conduct 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. Substantial Interests in Share Capital As at 30 January 2016 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 Fidelity Management and Research LLC 111,854,888 13,500,000 9,990,400 57.47 6.94 5.13 The Company has not been notified of any significant changes in interests pursuant to the DTRs between 30 January 2016 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. 6565 65 GovernanceGovernanceDirectors’ Report (continued) Directors The names and roles of the current Directors together with brief biographical details are given on page 64. 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 Annual General Meeting of the Company following appointment unless they are re-elected during such meeting. 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 73 to 81. 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 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. The Group is committed to promoting equal opportunities in employment regardless of employees’ or potential employees’ gender, marital status, sexual orientation, age, race, religion, ethnic or social origin 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. However, in accordance with the UK Corporate Governance Code the Board has determined that all Directors will stand for re-election at the 2016 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 £215 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. 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 they are aware, there is no relevant audit information of which the Company’s auditor is unaware; and • Each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Annual Report & Accounts 2016Directors’ Report (continued) Viability Statement In accordance with provision C.2.2 of the UK Corporate Governance Code, published by the Financial Reporting Council in September 2014, the Directors have assessed the prospects of the Group over a longer period. The Board conducted this review for a period of five years. The five year period of review was selected as this was linked to the retail property portfolio and was considered appropriate as this is the average remaining life of the store leases. In assessment of the viability of the Group, the Board has considered the Group’s current position and strategy and performed a robust assessment of each of the principal risks detailed on pages 51 to 52. These principal risks are considered to be those which may threaten the business model, future performance and liquidity. Where appropriate, the Board has evaluated the impact of the key principal risks actually occurring based on severe but plausible scenarios. The evaluation included performing sensitivity analysis by flexing the main assumptions in the scenarios. The Board has also considered the Group’s income and expenditure projections, the Group cash flows and other key financial ratios over the period. Annual General Meeting The Company’s AGM will be held at 1pm on 17 June 2016 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 Based on the results of the analysis, the Board has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the five year period of the assessment. Brian Small Chief Financial Officer 13 April 2016 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. 6767 67 GovernanceGovernance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 2014 (‘the Code’) and the extent to which the Company has complied with the provisions of the Code. The Board The Board currently consists of six Directors; an Executive Chairman, the Chief Financial Officer and four 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 64. 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 judgement appropriate for the needs of the Group’s business and overall effectiveness of the Board. The independence of the Non-Executive Directors is considered by the Board on an annual basis. All Non-Executive Directors, save for Andy Rubin, 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. Andy Rubin is the Chairman of Pentland Brands and a Director of Pentland Group Plc and is, therefore, not considered by the Board to be an independent Non- Executive Director. 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 64 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 2016 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 opposite. 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. Andrew Batchelor resigned as the Company Secretary and was replaced by Siobhan Mawdsley with effect from 1 October 2015. 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. Annual Report & Accounts 2016Corporate Governance Report (continued) The Company, through its majority shareholder Pentland Group Plc, maintains appropriate Directors’ and Officers’ liability insurance. Attendance at Board and Committee Meetings Year to 30 January 2016 Total number of meetings P Cowgill B Small A Leslie M Davies H Jackson Board Meetings Remuneration Committee Audit Committee Nomination Committee 9 9 9 9 9 7 3 3(1) 1(1) 3 3 1 2 2(1) 2(1) 2 2 1 2 2 2 2 2 1 Notes: 1. P Cowgill and B Small attended the Remuneration Committee meetings and the Audit Committee meetings at the invitation of the members of those Committees. 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 three independent Non-Executive Directors, Martin Davies, Andrew Leslie and Heather Jackson. Martin Davies chairs the Audit Committee. The Audit Committee met twice in the year with the external auditor attending each meeting. Details of attendance at Audit Committee meetings are set out in the table above. 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, risk management and 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. • Reviewing the external auditor’s plan for the audit of the 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. • Reviewing the Company’s risk register and internal controls. • Consideration of whether an internal audit function should be established. 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 whether appropriate judgements have been made by management. The Committee also reviews reports by the external auditor on the full year and half year results. 6969 69 GovernanceGovernanceCorporate Governance Report (continued) The Committee has 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 having been appointed to lead the audit during the 2014/15 financial year. The Audit Committee confirms that the Company complied throughout the financial year under review with The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014. The Audit Committee does not necessarily intend to recommend to the Board that it carries out a competitive tender programme for audit services within the next financial year, however, this process will be completed in advance of the deadline for completing a mandatory competitive tender process. 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 Profit Protection team who play an effective role in limiting shrinkage, theft and fraud. The Profit Protection Director reports to the Board on a quarterly basis. The following are material areas in which significant judgements have been applied and have been considered by the Committee during the year: Impairment of Goodwill and Fascia Names 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, Millets and ActivInstinct fascia names and, after performing relevant sensitivity analyses, believe that these values are recoverable. Further information on the Blacks and Millets sensitivity analysis is 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. External Auditor A breakdown of the audit and non-audit related fees is set out in note 3 to the Consolidated Financial Statements on page 97. 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 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. Annual Report & Accounts 2016Corporate Governance Report (continued) Remuneration Committee The Remuneration Committee currently comprises three independent Non-Executive Directors, Andrew Leslie, Martin Davies and Heather Jackson. 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 three times during the year. Details of attendance at Remuneration Committee meetings are set out in the table on page 69. Further details about Directors’ remuneration are set out in the Directors’ Remuneration Report on pages 73 to 81. 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. successful completion of the recruitment exercise. Heather was appointed to the Board on 6 May 2015 and brief biographical details about Heather are located on page 64. 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. 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. • Detailed appraisal and authorisation procedures for capital investment. 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. • 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. Board Composition and Diversity Whilst the Board is mindful of the recommendations of the Davies Review, the Board’s overriding aim is to ensure that Board membership is based on merit and that any new appointments to the Board are measured against objective criteria. The Board undertook a recruitment exercise in the previous financial year led by the Senior Independent Director, employing the professional services of Korn Ferry (a recruitment and executive search consultancy). 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. The Board is, accordingly, pleased to welcome Heather Jackson to the Board following the • 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. 7171 71 GovernanceGovernanceCorporate Governance Report (continued) 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 B.6.2 – The Board did not conduct an externally facilitated evaluation exercise, as the Board considered it most appropriate to carry out an internal evaluation exercise this year. 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 until 6 May 2015 when Heather Jackson was appointed to the Board and joined the Audit Committee and the Remuneration Committee and, accordingly, since that date, the Company has complied with these Code provisions. • Code provision C.3.7 – The audit has not been put out to tender within the last ten years. In light of the Code, the Committee will keep under review the appropriate timing for a formal tender. • Code provision D1.1 – The Directors’ remuneration policy, which was approved by shareholders at the AGM held on 26 June 2014, does not include clawback and malus provisions, as recommended by the Code. Following such shareholder approval, the remuneration policy will remain in force for a period of three years and, accordingly, will be renewed, subject to a shareholder vote, at the appropriate time. This report was approved by the Board and signed on its behalf by: Brian Small Chief Financial Officer 13 April 2016 The Group has a formal whistleblowing policy in place enabling employees to raise concerns in relation to the Group’s activities on a confidential basis. Information about whistleblowing channels is made available to all store and head office employees. During the year, the whistleblowing policy was updated, reviewed and approved by the Audit Committee. It is the Group’s policy to conduct all of its business in an ethical manner. The Group takes a zero tolerance approach to bribery and corruption, amongst its employees, suppliers and any associated parties acting on the Group’s behalf. The Group has a detailed Anti-Bribery and Corruption Policy and is committed to acting professionally, fairly and with integrity in all its business dealings and relationships and to implementing effective systems to counter bribery. 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. Annual Report & Accounts 2016Directors’ Remuneration Report Annual Statement The 2015/2016 year has seen excellent growth across the Group and an outstanding financial performance. This first class earnings improvement and increased shareholder value creation reflect well on the successful efforts of the Executive Directors. In addition the strategic development of JD internationally and its performance here is most encouraging for the future. The Senior Managers directly below the Board continue to demonstrate great ability, commitment, consistency and energy. They represent a strong core management team led by the Executive Chairman that is driving the business forward. Annual bonus awards for the Executive Directors reflect this exceptional company performance. The Senior Managers are also rewarded appropriately for their immense contribution. 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 30 January 2016. 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 2016/2017 and the remuneration earned in the year to 30 January 2016. This Annual Report on Remuneration together with the Annual Statement will be subject to an advisory shareholder vote at the 2016 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 • Agreeing bonus awards for the Executive Directors and annual bonus and long term incentive plan for Senior Managers in relation to the period 2015/2016. • 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 2016, the Committee has agreed that the basic salary reviews detailed on page 81 will be implemented. The salary increases equate to a 1.5% 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 30 January 2016, which are set out on page 79, and setting appropriate targets for the 2016/17 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. Andrew Leslie Chairman of the Remuneration Committee 13 April 2016 7373 73 GovernanceGovernance 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. Approved Remuneration Policy Table Executive Directors Element of Remuneration Purpose and link to strategy Operation Maximum Base salary 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. 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 compara- ble 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 79. 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). 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 appro- priate level taking into 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 79. Annual Report & Accounts 2016Directors’ Remuneration Report (continued) Element of Remuneration Purpose and link to strategy Operation Maximum Performance targets Annual Bonus 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. 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. • 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. 7575 75 GovernanceGovernanceDirectors’ Remuneration Report (continued) Non-Executive Directors Element of Remuneration Purpose and link to strategy Operation Maximum Performance targets Non-Executive Director Fees Set at a level which the Committee considers reflects the time commitment and contributions that are expected from the Non-Executive Directors. None 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 Notice Period (Months) Unexpired Term P Cowgill B Small 16 March 2004 10 March 2004 12 12 Rolling 12 months Rolling 12 months It is the Company’s policy that notice periods for Executive Director service contracts are no more than 12 months. Annual Report & Accounts 2016Directors’ Remuneration Report (continued) 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. 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 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. 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. 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% or 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. 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 30 January 2016, only Peter Cowgill held other Non-Executive Directorships, as a Non-Executive Chairman of United Carpets Group Plc. Peter Cowgill has aggregate retained earnings of £42,500 (2015: £53,909) 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 28 January 2017. 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. 7777 77 GovernanceGovernanceDirectors’ Remuneration Report (continued) Fixed elements of remuneration Variable element of remuneration LTIP (LTIP scheme approved by the shareholders at the 2014 AGM) £2,004k 24% 38% £1,260k 10% 30% £759k 100% 60% 38% £316k 100% £479k 7% 27% 66% £707k 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 2016 • The benefits are taken as those in the single figure table on page 79 • The pension contribution for Brian Small Annual Bonus (1) Long Term Incentive Plan (2) 0% 0% 50% 25% 100% 150% to 200% 1. The maximum annual bonus has been based on the usual maximum award of 100% of salary. 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 28 January 2017 subject to the performance conditions being met and the rules of the scheme. Annual Report & Accounts 2016 Directors’ Remuneration Report (continued) Annual Report on Remuneration Single Total Figure Table (Audited) Salary £000 Loss of Office £000 Benefits £000 Pension £000 Peter Cowgill 2016 2015 Brian Small (2) 2016 2015 Barry Bown (3,4) 2016 2015 Andrew Leslie 2016 2015 Martin Davies 2016 2015 Heather Jackson (5) 2016 2015 744 729 264 255 - 107 44 36 44 36 34 - - - - - - 952 - - - - - - 2 2 19 20 - 1 - - - - - - - - 26 31 - 8 - - - - - - Bonus £000 1,494 732 312 204 - - - - - - - - LTIP £000 488 488 127 127 - - - - - - - - Total £000 2,728 1,951 748 637 - 1,068 44 36 44 36 34 - 1. Salary reviews effective 1 April annually 2. In accordance with the remuneration policy £26,000 (2015: £23,000) of the pension contribution shown above for Brian Small has been paid as a cash amount 3. Includes payment for compensation for loss of office 4. Barry Bown stepped down as Chief Executive on 30 May 2014 5. Heather Jackson was appointed as a Non-Executive Director on 6 May 2015 The taxable benefits received by the Executive Directors are car benefits and healthcare insurance. Pension contributions are: • Peter Cowgill – 0% of salary • Brian Small - 12% of salary • Barry Bown - 8% of salary (contribution ended May 2014) Statement of Directors’ Shareholding (Audited) The interests of the Directors who held office at 30 January 2016 and their connected persons in the Company’s ordinary shares are shown below: P Cowgill B Small Ordinary Shares of 1.25p each 30 January 2016 31 January 2015 1,661,052 95,800 1,756,852 1,641,052 95,800 1,736,852 There has been no change in the interests of the Directors or their connected persons between 30 January 2016 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. 7979 79 GovernanceGovernance 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 2015/2016 was £83.1m threshold earnings with a maximum payment being achieved where earnings of £91.4m 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. 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 seven 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. 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 January 2012 January 2013 January 2014 January 2015 January 2016 Total remuneration £000 Annual bonus % LTIP vesting % 2,293 2,045 75 100 37 100 3,137 100 n/a 1,951 100 n/a* 2,728 200 n/a* * 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 31 January 2015 and 30 January 2016 compared to UK Head Office employees in the JD and Size? businesses, being deemed by the Board as the most appropriate comparator group. JD Sports Fashion Plc FTSE All Share General Retailers Index Salary Executive Chairman UK Head Office Employee average* Benefits Executive Chairman UK Head Office Employee average* Annual Bonus Executive Chairman UK Head Office Employee average* % change 1.5 3.8 - - 200.0 7.0 * Comparator group as defined above. There are circa 1,015 employees within this group. 31/01/09 31/01/10 31/01/11 31/01/12 31/01/13 31/01/14 31/01/15 31/01/16 2,600% 2,400% 2,200% 2,000% 1,800% 1,600% 1,400% 1,200% 1,000% 800% 600% 400% 200% 0% Annual Report & Accounts 2016Directors’ Remuneration Report (continued) 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: 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 2015/16. Staff costs (£’000) Dividends (£’000) Tax (£’000) Retained profits (£’000) 2016 267,994 13,820 31,001 100,630 2015 237,620 13,260 20,741 53,971 % Change 12.8 4.2 49.5 86.5 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 three 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 69. Statement of Voting at General Meeting (Unaudited) At last year’s AGM, the Directors’ Remuneration Report received the following votes from shareholders: Votes cast for Votes cast against Total votes cast Votes withheld 2015 AGM 158,003,113 21,383,416 179,386,529 310,174 % 88.08 11.92 This report has been prepared on behalf of the Board. Andrew Leslie Chairman of the Remuneration Committee 13 April 2016 Implementation of Directors’ Remuneration Policy in 2016/17 (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 2016: Previous Salary £000 747 260 New Salary £000 758 264 Percentage Increase Position Against Comparator Group 1.5% 1.5% Upper Quartile Lower Quartile P Cowgill B Small 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 30 January 2016 were £104 million threshold earnings with a maximum payment being achieved where earnings are £115 million. The Board considers that the targets for the financial year to 28 January 2017 are commercially sensitive and so will be disclosed in the 2017 Annual Report. Consideration by Directors of Matters Relating to Directors’ Remuneration (Unaudited) The Committee comprises three independent Non- Executive Directors, being Andrew Leslie, Martin Davies and Heather Jackson. 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. 8181 GovernanceGovernance 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 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. 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; 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 • make judgements and estimates that are • The strategic report includes a fair review of the reasonable and prudent; • state whether they have been prepared in accordance with IFRSs as adopted by the EU; 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. 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 13 April 2016 Annual Report & Accounts 2016Independent Auditor’s Report to the Members of JD Sports Fashion Plc only Opinions and Conclusions Arising from our Audit • Our response – our audit procedures included - An assessment of the Group’s historical 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 30 January 2016 set out on pages 86 to 143. 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 30 January 2016 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 are detailed below. There are no changes in the risks which we have determined to have the greatest effect on our audit from the prior year. Goodwill and Fascia Names - £64.8m (2015: £79.0m) Refer to page 70 (Audit Committee Report), pages 109 to 110 (accounting policy) and pages 106 to 112 (financial disclosures) • The risk – There is a risk of impairment of the group’s significant goodwill and fascia name balances due to challenging trading conditions in certain of the high street retail sectors and locations that the Group operates in. Goodwill and fascia names are reviewed by the directors for impairment using value in use models. The directors perform their reviews on groups of individual cash generating units (CGUs). Included within the £10.6m total impairment of intangible assets recognised in the year is a write down of £6.6m in relation to the Activinstinct goodwill and £3.5m in relation to the Blacks fascia name. 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 fascia names, this is one of the key judgmental areas that our audit concentrated on. 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 fascia names. - 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. - With the support of our own KPMG valuation specialist we assessed the reasonableness of the discount rates applied to groups of cash generating units. - 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 fascia names. Carrying Value of Inventories – £238.3m (2015: £225.0m) Refer to page 70 (Audit Committee Report), page 119 (accounting policy) and page 119 (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. 8383 Financial StatementsFinancial Statements Independent Auditor’s Report to the Members of JD Sports Fashion Plc only (continued) • 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. 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 were £6.2m and £2.6m for JD Sports Fashion Plc and Blacks Outdoor Retail Limited respectively. The Group audit team instructed component auditors on component materiality, which was £1.5m for both the Sprinter and Chausport sub-groups. 4. Our Opinion on Other Matters Prescribed by the Companies Act 2006 is Unmodified 3. Our Application of Materiality and an Overview of In our opinion: the Scope of our Audit The materiality of the Group financial statements as a whole was set at £7.0 million (2015: £8.0 million). This has been determined with reference to a benchmark of Group profit before tax from continuing operations, normalised to exclude this year’s exceptional items as disclosed in note 4, which we consider to be one of the principal considerations for members of the company in assessing the financial performance of the Group, of which it represents 4.5% reflecting industry consensus levels. In 2015 materiality was determined with reference to a benchmark of Group operating profit, normalised to exclude that year’s exceptional items, from both continuing and discontinued operations, of which it represented 8.6%. • 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 68 to 72 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 We report to the Audit Committee any corrected and uncorrected misstatements exceeding £0.3 million, in addition to other audit misstatements that warranted reporting on qualitative grounds. of Principal Risks Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to: 5. We Have Nothing to Report on the Disclosure • the directors’ Viability Statement on page 67 concerning the principal risks, their management, and, based on that, the directors’ assessment and expectations of the group’s continuing in operation over the 5 years to 2021; or • the disclosures in note 1 of the financial statements concerning the use of the going concern basis of accounting. 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), which is consistent with the key reporting components in the prior year. 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 team held telephone conference meetings with the component auditors, including to assess the audit risk and strategy. At these meetings, the findings reported to the Group team were discussed in more detail and any further work required by the Group team was then performed by the component auditor. The group procedures covered 79% of total Group revenue (2015: 74%); 83% of the total Group profits and losses before taxation (2015: 83%); and 88% of total Group assets and liabilities (2015: 90%). The remaining 21% of total group revenue, 17% of group profit before tax and 12% of total group assets is represented by 29 reporting components (2015: 24), none of which individually represented more than 3% Annual Report & Accounts 2016Independent Auditor’s Report to the Members of JD Sports Fashion Plc only (continued) 6. 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. Under the Listing Rules we are required to review: • the Directors’ statement, set out on page 67, in relation to going concern and longer-term viability; and • the part of the Corporate Governance Statement on pages 68 and 72 relating to the company’s compliance with the eleven provisions of the 2014 UK Corporate Governance Code specified for our review; and In particular we are required to report to you if: We have nothing to report in respect of the above responsibilities. • 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 • 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 Scope of Report and Responsibilities As explained more fully in the Directors’ Responsibilities Statement set out on page 82, 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 13 April 2016 8585 Financial StatementsFinancial StatementsConsolidated Income Statement For the 52 weeks ended 30 January 2016 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 30 January 2016 52 weeks to 30 January 2016 52 weeks to 31 January 2015 52 weeks to 31 January 2015 Note £000 £000 £000 £000 (648,333) - (78,228) (25,496) 1,821,652 (937,431) 884,221 (648,333) (103,724) 1,242 133,406 158,902 (25,496) 133,406 388 (2,163) 131,631 (31,001) 100,630 - 100,630 97,634 2,996 50.16p 50.16p (564,333) (4,467) (73,969) (5,060) 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 4 4 4 7 8 3 9 10 11 11 Statement of Comprehensive Income For the 52 weeks ended 30 January 2016 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 Group Company 52 weeks to 30 January 2016 52 weeks to 31 January 2015 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 100,630 4,144 4,144 104,774 101,828 2,946 £000 53,971 (4,512) (4,512) 49,459 49,983 (524) £000 91,931 - - 91,931 91,931 - £000 70,150 - - 70,150 70,150 - Annual Report & Accounts 2016Statement of Financial Position As at 30 January 2016 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 30 January 2016 As at 31 January 2015 As at 30 January 2016 As at 31 January 2015 Note £000 £000 £000 £000 14 15 16 17 18 26 19 20 21 22 24 25 22 24 25 26 27 28 73,611 173,317 - 33,191 - 482 280,601 238,324 56,375 215,996 510,695 791,296 (6,301) (324,964) (1,132) (15,757) (348,154) (274) (40,834) (1,209) - (42,317) (390,471) 400,825 2,433 11,659 378,898 (10,570) 382,420 18,405 400,825 101,075 147,934 - 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 22,291 88,557 3,491 10,240 69,785 2,148 196,512 106,336 259,059 148,138 513,533 710,045 - (218,040) (587) (14,333) (232,960) - (31,890) (1,117) - (33,007) (265,967) 444,078 2,433 11,659 429,986 - 444,078 - 444,078 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 These financial statements were approved by the Board of Directors on 13 April 2016 and were signed on its behalf by: Brian Small Director Registered number: 1888425 8787 Financial StatementsFinancial StatementsConsolidated Statement of Changes in Equity For the 52 weeks ended 30 January 2016 Total equity attributable to equity holders of the parent £000 259,766 52,677 Non- controlling interest £000 13,074 1,294 Ordinary share capital £000 2,433 Share premium £000 11,659 - - - - - - - - - - - - 2,433 11,659 - - - - - - - - - - - - Retained earnings £000 257,744 52,677 - - 52,677 (13,260) - 297,161 97,634 - - 97,634 (13,820) (2,077) Foreign currency translation reserve £000 (8,997) - (2,694) (2,694) (2,694) - - Other equity £000 (3,073) - - - - - - (3,073) (11,691) - - - - - - - 4,194 4,194 4,194 - - 2,433 11,659 378,898 (3,073) (7,497) Ordinary share capital £000 2,433 - - - - (2,694) (2,694) 49,983 (13,260) - 296,489 97,634 4,194 4,194 101,828 (13,820) (2,077) 382,420 Share premium £000 11,659 - - - - 2,433 11,659 - - - - - - 2,433 11,659 Total equity £000 272,840 53,971 (4,512) (4,512) 49,459 (13,323) 1,015 309,991 100,630 4,144 4,144 104,774 (13,940) - (1,818) (1,818) (524) (63) 1,015 13,502 2,996 (50) (50) 2,946 (120) 2,077 18,405 400,825 Retained earnings £000 294,628 70,150 70,150 (13,260) 357 351,875 91,931 91,931 (13,820) 429,986 Total equity £000 308,720 70,150 70,150 (13,260) 357 365,967 91,931 91,931 (13,820) 444,078 Group 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 Balance at 31 January 2015 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 Acquisition of non-controlling interest Balance at 30 January 2016 Company 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 Profit for the period Total comprehensive income for the period Dividends to equity holders Balance at 30 January 2016 Annual Report & Accounts 2016 Consolidated Statement of Cash Flows For the 52 weeks ended 30 January 2016 Cash flows from operating activities Profit for the period Income tax expense Financial expenses Financial income Dividends received Depreciation and amortisation of non-current assets Forex losses on monetary assets and liabilities Loss on disposal of Bank Fashion Limited, net of tax Loss on disposal of non-current assets Termination of IT project Impairment of fixed assets 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 Dividends received Proceeds from sale 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 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 finance lease liabilities (Repayment ) / draw down of syndicated bank facility Equity dividends paid Dividends paid to non-controlling interest in subsidiaries Net cash used in financing activities Net increase in cash and cash equivalents 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 Group Company 52 weeks to 30 January 2016 52 weeks to 31 January 2015 52 weeks to 30 January 2016 52 weeks to 31 January 2015 Note £000 £000 £000 £000 9 8 7 3 14 14 15 17 18 13 29 32 32 32 32 100,630 31,001 2,163 (388) - 48,778 7,997 - - 14,896 10,600 (13,304) 47 55,738 (2,163) (29,981) 226,014 388 - 1,145 (4,401) - (72,765) (6,343) - - - - (81,976) (191) (30) 75 (31,000) (13,820) (120) (45,086) 98,952 115,697 (4,790) 209,859 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 91,931 30,328 1,832 (2,387) (680) 30,671 8,373 - - 14,896 - (15,313) (20,926) 61,488 (1,832) (24,417) 173,964 2,387 680 869 (4,401) - (34,522) (1,076) (106) - - - (36,169) - - - (31,000) (13,820) - (44,820) 92,975 60,070 (4,907) 148,138 70,150 20,416 2,304 (2,193) - 26,596 5,033 10,099 346 - - (17,498) (51,336) 32,044 (2,304) (19,318) 74,339 2,193 357 41 (7,123) (1,029) (26,688) (6,654) (13,952) - - 18,150 (34,705) - - - 5,000 (13,260) - (8,260) 31,374 32,433 (3,737) 60,070 8989 Financial StatementsFinancial Statements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 30 January 2016 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 13 April 2016. 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 30 January 2016. 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 47 and 54 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 30 January 2016, the Group had net cash balances of £209,421,000 (2015: £84,230,000) with available committed borrowing facilities of £215,000,000 (2015: £155,000,000) of which £nil (2015: £31,000,000) has been drawn down (see note 22). With a facility of £215,000,000 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: • Annual Improvements to IFRSs - 2010 – 2012 Cycle • Annual Improvements to IFRSs - 2011 – 2013 Cycle Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued) 1. Basis of Preparation (continued) A number of new standards, amendments to standards and interpretations have been issued during the 52 week period ended 30 January 2016 but are not yet effective, and therefore have not yet been adopted by the Group. 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. IFRS 16 Leases is expected to be applicable after 1 January 2019. If endorsed, this standard will significantly affect the presentation of the Group financial statements with all leases apart from short term leases being recognised as on-balance sheet finance leases with a corresponding liability being the present value of lease payments. 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. 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 the 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 groups of 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 rather than individual stores, as the cash flows of individual stores are not considered to be independent. 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 licence 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. 9191 91 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial StatementsNotes to the Consolidated Financial Statements (continued) 1. Basis of Preparation (continued) 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, the quality of the current season buy, market trends and management estimates of future events. 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. A cash-generating unit is an individual store. 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. Annual Report & Accounts 20162. Segmental Analysis (continued) Information reported to the Chief Operating Decision Maker is focused on the nature of the businesses within the Group. The Group’s 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, JD Sports Fashion Belgium BVBA, JD Sports Fashion Sweden AB, JD Sports Fashion Denmark ApS, JD Sports Fashion SDN BHD, Size GmbH, ActivInstinct Limited, JD Gyms Limited, Duffer of St George Limited, Topgrade Sportswear Limited, Kooga Rugby Limited, Focus Brands Limited (including subsidiary companies), Kukri Sports Limited (including global subsidiary companies), Source Lab Limited, R.D. Scott Limited, Tessuti Group Limited (including subsidiary companies), Nicholas Deakins Limited, Cloggs Online Limited, Ark Fashion Limited and Mainline Menswear Limited. • Outdoor – includes the results of Blacks Outdoor Retail Limited and Tiso Group Limited (including subsidiary companies). Activinstinct Limited is now included in the Sports Fashion segment reflecting the fact that there has been a restructure of the business in the year and the website is now held on a different platform more closely aligned with the Group’s other Sports Fashion businesses than with the businesses classified as Outdoor. 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 £nil (2015: £31,000,000), a deferred tax asset of £482,000 (2015: liability of £1,804,000) and an income tax liability of £15,757,000 (2015: £12,931,000) 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. Wholesale revenue is recognised when goods are dispatched and the title and the risks and rewards of ownership have passed to the customer. In some instances, goods are sold with a right of return. Where wholesale goods are sold with a right of return, a provision is made to estimate the expected level of returns based on accumulated experience and historical rates. Wholesale sales are either settled by cash received in advance of the goods being dispatched or made on agreed credit terms. 9393 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements2. Segmental Analysis (continued) Business Segments Information regarding the Group’s reportable operating segments for the 52 weeks to 30 January 2016 is shown below: Sports Fashion Outdoor Continuing Operations Income statement Gross revenue Intersegment revenue Revenue Operating profit / (loss) before exceptional items Exceptional items Operating profit / (loss) Financial income Financial expenses Profit before tax Income tax expense Profit for the period Total assets and liabilities Total assets Total liabilities Total segment net assets / (liabilities) Other segment information 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 Termination of IT project Impairment of non-current assets Sports Fashion £000 792,411 (336,736) 455,675 Outdoor £000 82,016 (121,591) (39,575) £000 1,666,477 (138) 1,666,339 162,864 (21,634) 141,230 £000 155,313 - 155,313 (3,962) (3,862) (7,824) Unallocated Eliminations £000 482 (15,757) (15,275) Sports Fashion £000 4,401 69,025 6,343 45,326 6,739 14,896 843 £000 (83,613) 83,613 - Outdoor £000 - 3,740 - 3,452 3,861 - 584 £000 1,821,790 (138) 1,821,652 158,902 (25,496) 133,406 388 (2,163) 131,631 (31,001) 100,630 Total £000 791,296 (390,471) 400,825 Total £000 4,401 72,765 6,343 48,778 10,600 14,896 1,427 Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)2. Segmental Analysis (continued) The comparative segmental results (re-presented) for the 52 weeks to 31 January 2015 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 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 1,382,408 (79) 1,382,329 109,315 (4,876) 104,439 Outdoor £000 139,924 - 139,924 (7,142) (4,651) (11,793) Sports Fashion £000 670,491 (274,031) 396,460 Outdoor £000 94,873 (135,607) (40,734) Continuing Operations £000 1,522,332 (79) 1,522,253 102,173 (9,527) 92,646 657 (2,807) 90,496 (20,741) 69,755 Discontinued Operations £000 83,441 - 83,441 (7,832) (8,088) (15,920) - (74) (15,994) 210 (15,784) Unallocated Eliminations £000 - (45,735) (45,735) Sports Fashion £000 7,123 29 49,770 10,124 42,047 2,560 233 £000 (83,694) 83,694 - Outdoor £000 - - 3,154 - 3,194 2,500 750 Total £000 1,605,773 (79) 1,605,694 94,341 (17,615) 76,726 657 (2,881) 74,502 (20,531) 53,971 Total £000 681,670 (371,679) 309,991 Total £000 7,123 29 52,924 10,124 45,241 5,060 983 9595 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements2. Segmental Analysis (continued) Geographical Information The Group’s operations are located in the UK, Republic of Ireland, France, Spain, Germany, the Netherlands, Italy, Sweden, Denmark, Belgium, Malaysia, Australia, New Zealand, Canada, Dubai, Singapore and Hong Kong. The following table provides analysis of the Group’s revenue by geographical market, irrespective of the origin of the goods / services: 52 weeks to 30 January 2016 52 weeks to 31 January 2015 Revenue UK Europe Rest of world Continuing Discontinued £000 1,407,866 391,954 21,832 1,821,652 £000 - - - - Continuing Discontinued Total £000 £000 1,407,866 1,184,966 391,954 21,832 317,472 19,815 Total £000 1,267,906 317,661 20,127 £000 82,940 189 312 1,821,652 1,522,253 83,441 1,605,694 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 2016 £000 183,623 96,437 541 280,601 2015 £000 206,692 74,523 196 281,411 Annual Report & Accounts 2016Notes 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 - non-contingent rentals payable Land and buildings - contingent rentals payable Other - plant and equipment Foreign exchange loss recognised Movement in the fair value of forward contracts Profit before tax is stated after crediting: Rents receivable and other income from property Sundry income Reversal of impairments of other non current assets Reverse premia Movement in the fair value of forward contracts 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 £000 115 345 33 - 40 - 37,310 9,304 2,164 1,382 10,600 45 118,717 10,071 3,102 6,300 7,849 566 677 - 2,505 - 111 352 32 8 37 6 35,601 8,433 1,207 1,203 5,060 - 118,714 4,100 2,906 5,085 - 542 383 220 590 9,783 In addition, fees of £76,000 (2015: £52,000) were incurred and paid by Pentland Group Plc (see note 36) 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). 9797 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 where significant or non-recurring 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 Property related exceptional costs Selling and distribution expenses - exceptional Impairment of goodwill, brand names and fascia names (1) Termination of project to replace core IT systems (2) Administrative expenses - exceptional Exceptionals - continuing operations Exceptionals - discontinued operations Note 10 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 - - 10,600 14,896 25,496 25,496 - 25,496 £000 4,467 4,467 5,060 - 5,060 9,527 8,088 17,615 (1) Relates to the impairment in the period to 30 January 2016 of the goodwill arising in prior years on the acquisition of ActivInstinct Limited, a partial impairment of the Blacks fascia name and the impairment of several other goodwill and fascia name balances which were not significant. The charge in the prior period related to 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. (2) One off exceptional charge writing off costs to date including certain other related costs. 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. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued) 5. Remuneration of Directors The remuneration of the Executive Directors includes provision for future LTIP payments of £615,000 (2015: £615,000). Further information on Directors’ emoluments is shown in the Directors’ Remuneration Report on page 73. In the opinion of the Board, the key management as defined under revised IAS 24 ‘Related Party Disclosures’ are the five Executive and Non-Executive Directors (2015: four). Full disclosure of the Directors’ remuneration is given in the Directors’ Remuneration Report on page 79. Directors' emoluments: As Non-Executive Directors As Executive Directors Pension contributions Compensation for loss of office 6. Staff Numbers and Costs 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 122 3,450 26 - 3,598 £000 73 2,665 39 952 3,729 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) 2016 18,284 749 - - 19,033 12,602 - 2015 15,209 676 1,797 2 17,684 10,471 727 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 £000 241,536 23,341 3,117 267,994 214,312 20,667 2,641 237,620 9999 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 2016 10,463 359 10,822 7,056 2015 9,197 309 9,506 5,942 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 135,525 8,743 1,456 145,724 £000 119,222 8,300 1,136 128,658 Financial income comprises interest receivable on funds invested. Financial income is recognised in the Consolidated Income Statement on an effective interest method. Bank interest Financial income - continuing operations 8. Financial Expenses 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 388 388 £000 657 657 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 30 January 2016 52 weeks to 31 January 2015 £000 1,908 230 7 18 2,163 - 2,163 £000 2,542 206 23 36 2,807 74 2,881 Annual Report & Accounts 2016Notes 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 20.2% (2015: 21.3%) 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 20.2% (2015: 21.3%) 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 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 32,568 574 33,142 (2,892) 751 (2,141) 31,001 - 31,001 £000 22,817 (196) 22,621 (1,900) 20 (1,880) 20,741 (210) 20,531 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 26,590 310 2,315 (452) (116) 612 (54) (283) 262 492 1,325 - 31,001 £000 19,276 1,127 1,541 (147) 36 1,209 (57) (110) (315) 691 (176) (2,334) 20,741 101101 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 has been treated as a discontinued operation as at 31 January 2015 as its fashionwear business offering represented a significant line of business. 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 30 January 2016 52 weeks to 31 January 2015 Note £000 - - - - - - - - - - - 13 £000 83,441 (91,273) (1,770) (74) (9,676) 210 (9,466) (6,318) (15,784) (8.11p) (8.11p) The result from the discontinued operations of £nil (2015: loss of £15,784,000) 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 investing activities Net decrease in cash and cash equivalents 52 weeks to 30 January 2016 52 weeks to 31 January 2015 £000 - - - £000 (25,272) 18,905 (6,367) Annual Report & Accounts 2016Notes 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 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 Basic and Diluted Earnings Per Ordinary Share The calculation of basic and diluted earnings per ordinary share at 30 January 2016 is based on the profit from continuing operations for the period attributable to equity holders of the parent of £97,634,000 (2015: £68,461,000) and a weighted average number of ordinary shares outstanding during the 52 week period ended 30 January 2016 of 194,646,632 (2015: 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 30 January 2016 52 weeks to 31 January 2015 Number 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 30 January 2016 52 weeks to 31 January 2015 £000 97,634 25,496 (3,737) 119,393 61.34p £000 68,461 8,541 (1,309) 75,693 38.89p 103103 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 During the period, the Group has increased its shareholding in three non-wholly owned subsidiaries. These transactions were not material. Prior 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 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 measurement period concluded in the 52 week period ended 30 January 2016, with no measurement adjustments being made to the fair values in the period. The final goodwill calculation is summarised below: 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 Book value £000 - 52 1,519 3,535 60 (692) (62) (10) 4,402 (880) Measurement adjustment Fair value at 30 January 2016 £000 843 - - - - - - (169) 674 (135) £000 843 52 1,519 3,535 60 (692) (62) (179) 5,076 (1,015) 7,363 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. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)12. Acquisitions (continued) 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. The measurement period concluded in the 52 week period ended 30 January 2016, with no measurement adjustments being made to the fair values in this period. 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. The measurement period concluded in the 52 week period ended 30 January 2016, with no measurement adjustments being made to the fair values in this period. 13. Disposals Prior Period Disposal 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: 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 52 weeks to 31 January 2015 £000 18,150 (20,506) (5,481) 1,519 (6,318) 18,150 - 18,150 105105 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements14. Intangible Assets Group Cost or valuation At 1 February 2014 Acquisitions Additions Divestment of subsidiaries At 31 January 2015 Additions Disposals Exchange differences At 30 January 2016 Amortisation and impairment At 1 February 2014 Charge for the period Impairments At 31 January 2015 Charge for the period Impairments At 30 January 2016 Net book value At 30 January 2016 At 31 January 2015 At 1 February 2014 Goodwill £000 Brand licences £000 Brand names £000 Fascia name £000 Software development £000 78,776 7,363 - - 86,139 - - (2,195) 83,944 25,560 - 4,153 29,713 - 6,738 36,451 47,493 56,426 53,216 11,779 15,314 - - - 11,779 - - - 11,779 4,543 2,799 - 7,342 750 - 8,092 3,687 4,437 7,236 - 29 - 15,343 - - - 15,343 4,271 3,112 438 7,821 3,984 - 11,805 3,538 7,522 11,043 29,203 1,204 - (5,481) 24,926 - - (493) 24,433 838 1,000 469 2,307 1,000 3,862 7,169 17,264 22,619 28,365 4,609 - 7,123 - 11,732 4,401 (9,273) - 6,860 139 1,522 - 1,661 3,570 - 5,231 1,629 10,071 4,470 Total £000 139,681 8,567 7,152 (5,481) 149,919 4,401 (9,273) (2,688) 142,359 35,351 8,433 5,060 48,844 9,304 10,600 68,748 73,611 101,075 104,330 Impairment The impairment in the current period relates to the impairment of the goodwill arising in prior years on the acquisition of ActivInstinct Limited, a partial impairment of the Blacks fascia name and the impairment of several other goodwill and fascia name balances which were not significant. The goodwill in ActivInstinct of £6,617,000 arose in October 2013 on the acquisition of the share capital of ActivInstinct by the Group’s newly formed subsidiary, ActivInstinct Holdings Limited. ActivInstinct is a cash-generating unit and is included in the Sports Fashion 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 15.9% (2015: 13.7%). The goodwill has been impaired following a weaker than anticipated performance due to increased competition in the marketplace and adverse currency movements. The Board believes that the ActivInstinct fascia name (£3,524,000) is recoverable after having performed relevant sensitivity analysis. The Black and Millets fascia names of £8,500,000 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% (2015: 15.3%). The fascia name has been partially impaired following a weaker than anticipated performance following generally milder weather resulting in heavy discounting across the wider Outdoor Sector which impacted margins. The Board believes that the remainder of the Blacks fascia name (£3,000,000) and Millets fascia name (£2,000,000) are recoverable after having performed relevant sensitivity analysis. The impairment in the previous period related 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. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)14. Intangible Assets (continued) 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 licences 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 licence expiry date and the choice of a suitable discount rate in order to calculate the present value. The Group’s brand licences and the key assumptions used in the value-in-use calculations, are as follows: Group Fila Segment Sports Fashion Sergio Sports Fashion Terms 10 year licence from January 2011 for exclusive use of the brand in the UK and Republic of Ireland Sub-licence to use the brand in the UK Basic information Impairment model assumptions used Net Book Value 2016 Net Book Value 2015 Short term growth rate (1) Long term growth rate (2) £000 3,687 £000 4,437 % 2.0% % 2.0% Cost £000 7,500 Pre Tax Discount rate (3) 2016 Pre Tax Discount rate (3) 2015 % 12.9% % 13.0% Margin rate Gross margins over the remaining licence period are assumed to be consistent with approved budget levels for the period ending January 17 4,279 - - N/A N/A The licence has been fully written down in the period ended January 2015 N/A - fully written down N/A - fully written down 11,779 3,687 4,437 (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 2017 financial year currently underway (2) The long term growth rate is the rate used thereafter until the end of the licence 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 107107 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 below). 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, are as follows: Group Segment Royalty relief model used to test the following brands: Date of acquisition Cost £000 Duffer of St George Sports Fashion 24 November 2009 Sonneti Peter Werth Sports Fashion Sports Fashion 26 April 2010 26 May 2011 Brands included within the intangible asset models (as below): Nanny State Peter Storm Eurohike Brands with nil net book value at period end: Kooga Chilli Pepper Kukri Fenchurch Henleys One True Saxon Gio Goi Fly 53 Sports Fashion 4 August 2010 Outdoor Outdoor 9 January 2012 9 January 2012 Sports Fashion Sports Fashion 3 July 2009 18 June 2010 Sports Fashion 7 February 2011 Sports Fashion Sports Fashion 17 March 2011 4 May 2012 Sports Fashion 13 September 2012 Sports Fashion 31 January 2013 Sports Fashion 2 February 2013 2,071 1,520 400 350 2,250 750 452 190 720 1,100 2,632 50 2,400 458 Basic information Impairment model assumptions used Net Book Value 2016 Net Book Value 2015 Short term growth rate (1) Long term growth rate (2) Pre Tax Discount rate (3) 2016 Pre Tax Discount rate (3) 2015 % 2.0% 2.0% 2.0% % 2.0% 2.0% 2.0% % % 12.9% 12.9% 12.9% 13.0% 13.0% 13.0% £000 £000 684 684 213 160 1,359 438 - - - - - - - - 913 836 253 195 1,578 512 - - - 669 1,908 38 297 323 15,343 3,538 7,522 (1) The short term growth rate is the Board approved annual growth rate in sales for the first two year period following the January 2017 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 Annual Report & Accounts 2016Notes 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 previous period was accounted for as a change in the accounting estimate in accordance with IAS 8. The fascia name has been fully amortised in the period ended 30 January 2016. 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) 109109 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements14. Intangible Assets (continued) 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 groups of 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 individual stores and the groups of cash-generating units 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: Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)14. Intangible Assets (continued) Basic financial information Impairment model assumptions used Group Segment First Sport store portfolio Sports Fashion Goodwill 2016 £000 14,976 Champion store portfolio Sports Fashion 9,757 - - Fascia name 2016 £000 Total intangible 2016 Goodwill 2015 £000 £000 Fascia name 2015 £000 £000 Total intangible 2015 Short term growth rate (1) Long term growth rate (2) Margin rate 14,976 14,976 - 14,976 % 1.0% % 1.0% Gross margins are assumed to be broadly consistent with recent historic and approved budget levels Pre Tax Discount rate (3) 2016 % 9.7% Pre Tax Discount rate (3) 2015 % 9.9% 9,757 11,202 1,000 12,202 2.0% 2.0% Gross margins are assumed to be 10.9% 12.7% broadly consistent with recent historic and approved budget levels Sprinter store portfolio ActivInstinct online Blacks/Millets store portfolio (4) Tiso store portfolio Mainline Menswear Limited Sports Fashion Sports Fashion Outdoor 5,528 3,644 9,172 6,173 4,139 10,312 2.0% 2.0% Gross margins are assumed to be 13.8% 15.1% 3,524 3,524 6,617 3,524 10,141 2.0% broadly consistent with recent historic and approved budget levels 1.0% Gross margins are assumed to be broadly consistent with approved budget levels 15.9% 13.7% 5,000 5,000 - 8,500 8,500 3.5% 3.0% Gross margins are assumed 15.3% 15.3% - - Outdoor 3,280 2,700 5,980 3,280 2,700 5,980 3.8% to improve by 2.0% in the short term to reflect increase proportion of own brand sales budget and better purchasing 2.0% Gross margins are assumed to im- prove by 3.1% in the short term to reflect focused strategy regarding stock and merchandising 15.4% 13.1% Sports Fashion 7,363 843 8,206 7,363 843 8,206 3.0% 1.0% Gross margins are assumed 13.5% 13.6% to improve by 1.7% in the short term to reflect implementation of enhanced group terms and focused strategy regarding stock and merchandising Other Sports Fashion 6,589 1,553 8,142 6,815 1,552 8,367 1.0% - 3.0% 1.0% - 2.0% A range of gross margin 9.7% - 12.9% 9.9% - 13.2% assumptions, from broadly consistent with approved budget levels to improvements of up to 3.5% in the short term to reflect implementation of enhanced group terms and focused strategy regarding stock and merchandising Other Outdoor - - - - 361 361 - - - - 14.0% 47,493 17,264 64,757 56,426 22,619 79,045 (1) The short term growth rate is the Board approved compound annual growth rate for the four year period following the January 2017 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 111111 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements14. Intangible Assets (continued) 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. 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 and Millets cash-generating unit, 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 and Millets Should the business not achieve the assumed store gross margin rate % growth in the first five year period of 2.0% by 1.0% and be unable to reduce selling and distribution and administrative costs, the reduction in value-in-use would lead to an impairment of £5,000,000. All other assumptions remain unchanged. Should the business not achieve the assumed online gross margin rate % growth in the first five year period of 2.9% by 1.0% and be unable to reduce selling and distribution and administrative costs, the reduction in value-in-use would lead to an impairment of £1,100,000. All other assumptions remain unchanged. Should the pre-tax discount rate increase by 1%, the reduction in value-in-use would lead to an impairment of £2,800,000. All other assumptions remain unchanged. Company Cost or valuation At 1 February 2014 Additions At 31 January 2015 Additions Disposals At 30 January 2016 Amortisation and impairment At 1 February 2014 Charge for the period At 31 January 2015 Charge for the period At 30 January 2016 Net book value At 30 January 2016 At 31 January 2015 At 1 February 2014 Brand licences Brand names Software development Goodwill £000 19,945 - 19,945 - - £000 11,779 - 11,779 - - 19,945 11,779 4,045 - 4,045 - 4,045 15,900 15,900 15,900 4,543 2,799 7,342 750 8,092 3,687 4,437 7,236 £000 8,750 1,029 9,779 - - 9,779 1,945 3,289 5,234 3,470 8,704 1,075 4,545 6,805 £000 4,609 7,123 11,732 4,401 (9,273) 6,860 139 1,522 1,661 3,570 5,231 1,629 10,071 4,470 Total £000 45,083 8,152 53,235 4,401 (9,273) 48,363 10,672 7,610 18,282 7,790 26,072 22,291 34,953 34,411 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 (£684,000). Annual Report & Accounts 2016Notes 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. 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 113113 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements15. Property, Plant and Equipment (continued) Group Cost At 1 February 2014 Additions Disposals Acquisitions Divestment of subsidiaries Exchange differences At 31 January 2015 Additions Disposals Transfers Exchange differences At 30 January 2016 Depreciation and impairment At 1 February 2014 Charge for the period Disposals Impairments Acquisitions Divestment of subsidiaries Exchange differences At 31 January 2015 Charge for the period Disposals Transfers Impairments Exchange differences At 30 January 2016 Net book value At 30 January 2016 At 31 January 2015 At 1 February 2014 Freehold land, long leasehold & freehold properties £000 Improvements to short leasehold properties £000 Computer equipment £000 Fixtures and fittings £000 Motor vehicles £000 12,120 - - 554 - - 12,674 4,511 - - - 17,185 193 191 - - 107 - - 491 189 - - - - 20,872 2,556 (895) - (3,482) (1) 19,050 5,481 (1,587) - (157) 22,787 11,719 1,915 (724) 84 - (1,848) - 11,146 1,966 (1,532) - 74 (67) 680 11,587 16,505 12,183 11,927 11,200 7,904 9,153 33,480 6,006 (458) 7 (383) (9) 38,643 4,827 (3,060) 6 (540) 39,876 16,049 6,970 (395) 5 - (300) (7) 22,322 8,594 (393) 11 35 (349) 30,220 9,656 16,321 17,431 211,534 44,298 (12,828) 930 (23,466) (5) 220,463 57,911 (8,159) (6) (9,170) 261,039 108,852 26,428 (12,024) 1,114 717 (15,916) 5 109,176 26,482 (7,297) (11) 1,273 (4,374) 125,249 135,790 111,287 102,682 396 64 (192) 3 32 12 315 35 (100) - (15) 235 15 97 (85) - - 31 18 76 79 (80) - - (6) 69 166 239 381 Total £000 278,402 52,924 (14,373) 1,494 (27,299) (3) 291,145 72,765 (12,906) - (9,882) 341,122 136,828 35,601 (13,228) 1,203 824 (18,033) 16 143,211 37,310 (9,302) - 1,382 (4,796) 167,805 173,317 147,934 141,573 Impairment charges of £1,382,000 (2015: £1,203,000) 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 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. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)15. Property, Plant and Equipment (continued) 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 rentals payable based on store revenues are accrued in line with the related sales and are charged as expenses in the period to which they relate. The value of any lease incentives is recognised as deferred income and credited to the Consolidated Income Statement against rentals payable on a straight line basis over the life of the lease. The carrying amount of the Group’s property, plant and equipment includes an amount of £122,000 (2015: £63,000) in respect of motor vehicles held under finance leases. The depreciation charge on those motor vehicles for the current period was £36,000 (2015: £26,000). Company Cost At 1 February 2014 Additions Disposals At 31 January 2015 Additions Disposals At 30 January 2016 Depreciation and impairment At 1 February 2014 Charge for period Disposals At 31 January 2015 Charge for period Disposals At 30 January 2016 Net book value At 30 January 2016 At 31 January 2015 At 1 February 2014 Improvements to short leasehold properties £000 Computer equipment £000 Fixtures and fittings £000 Motor vehicles £000 13,471 1,135 (743) 13,863 3,163 (1,348) 15,678 9,231 992 (683) 9,540 1,253 (1,255) 9,538 6,140 4,323 4,240 26,522 3,693 (114) 30,101 1,541 (2,816) 28,826 13,291 4,956 (99) 18,148 6,185 (216) 24,117 4,709 11,953 13,231 129,642 21,860 (6,211) 145,291 25,307 (4,994) 165,604 77,620 12,307 (6,002) 83,925 13,892 (4,434) 93,383 72,221 61,366 52,022 215 - (145) 70 - - 70 118 13 (105) 26 10 - 36 34 44 97 Land £000 942 - - 942 4,511 - 5,453 - - - - - - - 5,453 942 942 Total £000 170,792 26,688 (7,213) 190,267 34,522 (9,158) 215,631 100,260 18,268 (6,889) 111,639 21,340 (5,905) 127,074 88,557 78,628 70,532 115115 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 1 February 2014, 31 January 2015 and 30 January 2016 Depreciation and impairment At 1 February 2014 Charge for period At 31 January 2015 Charge for period At 30 January 2016 Net book value At 30 January 2016 At 31 January 2015 At 1 February 2014 £000 4,837 1,264 41 1,305 41 1,346 3,491 3,532 3,573 The investment properties brought forward relate 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 30 January 2016. Based on an external valuation, the fair value of the investment properties as at 30 January 2016 was £3,977,000 (2015: £3,777,000). Management do not consider either of the investment properties to be impaired as the future rental income supports the carrying value. 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. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)17. Non-current Other Assets (continued) Group Company Key Money £000 Deposits £000 Legal Fees £000 Lease Premia £000 Total £000 Legal Fees £000 Lease Premia £000 Cost At 1 February 2014 Additions Disposals Transfers At 31 January 2015 Additions Disposals Reclassifications Exchange Differences At 30 January 2016 Depreciation and Impairment At 1 February 2014 Charge for period Disposals Reclassifications Impairments At 31 January 2015 Charge for period Disposals Reclassifications Impairments Exchange differences At 30 January 2016 Net book value At 30 January 2016 At 31 January 2015 At 1 February 2014 14,086 240 (255) (280) 13,791 1,105 (23) - (1,531) 13,342 968 - 10 - (220) 758 - - - 45 (60) 743 2,925 1,135 (208) - 3,852 3,764 (222) (31) (581) 6,782 62 - - - - 62 - - - - - 62 12,599 13,033 13,118 6,720 3,790 2,863 12,542 1,654 (200) (1,280) 12,716 1,210 (422) 31 (43) 13,492 4,721 1,015 (136) 93 - 5,693 1,243 (263) (185) - (13) 6,475 7,017 7,023 7,821 - 7,095 - 1,560 8,655 264 (525) - (380) 8,014 - 192 - (93) 99 921 - 185 - (46) 1,159 6,855 8,556 - 29,553 10,124 (663) - 39,014 6,343 (1,192) - (2,535) 41,630 5,751 1,207 (126) - (220) 6,612 2,164 (263) - 45 (119) 8,439 33,191 32,402 23,802 Total £000 8,961 6,654 (200) - 15,415 1,076 (323) - - 8,961 1,654 (200) - 10,415 1,076 (323) - - - 5,000 - - 5,000 - - - - 11,168 5,000 16,168 4,126 677 (136) - - 4,667 875 (239) - - - 5,303 5,865 5,748 4,835 - - - - - - 625 - - - - 4,126 677 (136) - - 4,667 1,500 (239) - - - 625 5,928 4,375 5,000 - 10,240 10,748 4,835 117117 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 1 February 2014 Additions At 31 January 2015 Additions At 30 January 2016 Impairment At 1 February 2014, 31 January 2015 and 30 January 2016 Net book value At 30 January 2016 At 31 January 2015 At 1 February 2014 £000 60,697 14,452 75,149 106 75,255 5,470 69,785 69,679 55,227 Annual Report & Accounts 2016Notes 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 Open Fashion Limited JD Sports Fashion SDN BHD (50% owned) JD Sports Fashion Denmark ApS JD Sports Fashion Sweden AB Kukri Sports Limited JD Sports Fashion Belgium BVBA JD Sports Fashion SRL Total additions A list of subsidiaries is shown in note 37. 19. Inventories 2016 £000 - - 4 5 10 16 71 106 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 2016 £000 238,324 2015 £000 225,020 2016 £000 106,336 2015 £000 91,024 The cost of inventories recognised as expenses and included in cost of sales from continuing operations for the 52 weeks ended 30 January 2016 was £937,431,000 (2015: £782,703,000). The Group has £28,430,000 (2015: £24,602,000) of stock provisions at the end of the period. The Company has £12,450,000 (2015: £9,798,000) of stock provisions at the end of the period. Cost of inventories includes a net charge of £7,800,000 (2015: £12,800,000) in relation to net provisions recognised against inventories. 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. 119119 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements20. Trade and Other Receivables (continued) 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 2016 Provision £000 (3) (31) (175) (676) (885) 2016 Provision £000 - - (173) (327) (500) Gross £000 8,447 3,776 1,477 1,777 15,477 Gross £000 1,770 1,850 241 486 4,347 Analysis of gross trade receivables is shown below: Not past due or impaired Past due but not impaired Impaired Group Company 2016 £000 14,592 11,297 30,486 - 56,375 2015 £000 11,719 4,465 37,738 - 53,922 2016 £000 3,847 3,218 18,011 233,983 259,059 Net £000 8,444 3,745 1,302 1,101 2015 Provision £000 - (47) (115) (947) Gross £000 6,617 2,598 744 2,869 2015 £000 277 298 17,234 225,969 243,778 Net £000 6,617 2,551 629 1,922 14,592 12,828 (1,109) 11,719 Net £000 1,770 1,850 68 159 3,847 Group 2016 £000 8,444 6,148 885 15,477 2015 £000 6,617 5,102 1,109 12,828 2015 Provision £000 - (25) (108) (87) (220) Gross £000 - 302 108 87 497 Company 2016 £000 1,770 2,077 500 4,347 Net £000 - 277 - - 277 2015 £000 - 277 220 497 Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued) 20. Trade and Other Receivables (continued) The ageing of the impaired gross receivables is detailed below: Not past due Past due 0 - 30 days Past due 30 - 60 days Past 60 days Group Company 2016 £000 3 31 175 676 885 2015 £000 - 47 115 947 1,109 2016 £000 - - 173 327 500 2015 £000 - 25 108 87 220 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 1 February 2014 Created Released Utilised Divestments Exchange differences At 31 January 2015 Created Released Utilised Divestments Exchange differences At 30 January 2016 Group £000 650 815 24 (11) (381) 12 1,109 437 (7) (642) - (12) 885 Company £000 100 120 - - - - 220 339 - (59) - - 500 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. Bank balances and cash floats Group Company 2016 £000 215,996 2015 £000 121,317 2016 £000 148,138 2015 £000 60,070 121121 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 2016 £000 44 6,191 - 66 6,301 64 - 210 274 2015 £000 28 5,620 31,000 65 36,713 35 60 279 374 2016 £000 - - - - - - - - - 2015 £000 - - 31,000 - 31,000 - - - - 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 On 1 September 2015, the Group amended and extended its syndicated committed £155,000,000 bank facility which previously expired on 11 October 2017. The facility has been amended by increasing the syndicated committed facility by £60,000,000 to £215,000,000. The expiry date has also been extended by two years and so the amended facility now expires on 11 October 2019. 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 1.10% (2015: 1.35%). The arrangement fee payable on the amended facility is 0.5% on £60,000,000 of the commitment and 0.25% on £155,000,000 of the commitment. The commitment fee on the undrawn element of the facility is 35% of the applicable margin rate. This facility encompasses cross guarantees between the Company, RD Scott Limited, Topgrade Sportswear Limited, Blacks Outdoor Retail Limited, Tessuti Limited and Focus International Limited. At 30 January 2016, £nil was drawn down on this facility (2015: £31,000,000). Bank Loans and Overdrafts The following Group companies have overdraft facilities which are repayable on demand: • Spodis SA €5,000,000 (2015: €5,000,000) • Sprinter Megacentros Del Deporte SLU €12,000,000 (2015: €13,000,000) • Champion Sports Ireland €3,000,000 (2015: €3,000,000) • Source Lab Limited £350,000 (2015: £350,000) • Tiso Group £5,030,000 (2015: £5,030,000) • ActivInstinct Limited £300,000 (2015: £300,000) • Cloggs Online Limited £500,000 (2015: £nil) • Kukri Sports Limited and Kukri GB Limited £1,000,000 (2015: £nil) As at 30 January 2016, these facilities were drawn down by £6,136,000 (2015: £5,503,000). Further information on guarantees provided by the Company is disclosed in note 34. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)22. Interest-bearing Loans and Borrowings (continued) The maturity of the bank loans and overdrafts is as follows: Within one year Between one and five years Group Company 2016 £000 6,191 - 6,191 2015 £000 5,620 60 5,680 2016 £000 - - - 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 30 January 2016, 46 months is remaining. The maturity of the other loans is as follows: Within one year Between one and five years Group Company 2016 £000 66 210 276 2015 £000 65 279 344 2016 £000 - - - 2015 £000 - - - 2015 £000 - - - Finance Leases As at 30 January 2016, 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 Present value of minimum lease payments 2016 £000 48 72 120 2015 £000 33 39 72 2016 £000 44 64 108 2015 £000 28 35 63 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. 123123 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 with the exception of derivative assets. 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 Swedish Krona Danish Krone Other Group Company 2015 £000 121,317 14,798 98,271 6,744 918 212 - - 374 121,317 2016 £000 148,138 113,066 27,766 6,428 34 - - 381 463 2015 £000 60,070 (4,194) 58,642 5,580 42 - - - - 148,138 60,070 2016 £000 215,996 136,459 67,245 7,981 611 588 792 791 1,529 215,996 Financial Liabilities 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 Australian Dollars New Zealand Dollars Group Company 2016 £000 6,575 6,500 53 - 4 18 2015 £000 37,087 36,872 176 39 - - 6,575 37,087 2016 £000 - - - - - - - 2015 £000 31,000 31,000 - - - - 31,000 Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)23. Financial Instruments (continued) Risk Management 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 30 January 2016. 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 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 £215,000,000 committed bank facility, together with overdraft facilities in subsidiary companies (see note 22). At 30 January 2016 £nil was drawn down from the committed bank facility (2015: £31,000,000). 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 1.10% (2015: 1.35%). As at 30 January 2016 the Group has liabilities of £108,000 (2015: £63,000), 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 £610,000 (2015: £938,000) and would change equity by £610,000 (2015: £938,000). 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 Cloggs Online Limited’s overdraft. 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. 125125 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements23. Financial Instruments (continued) 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 30 January 2016, options have been entered into to protect approximately 85% of the US Dollar requirement for the period to January 2017. The balance of the US Dollar requirement for the period will be satisfied at spot rates. As at 30 January 2016, the fair value of these instruments was a liability of £4,344,000 (2015: asset of £2,888,000) and these are all classified as due within one year. A loss of £4,344,000 (2015: gain of £2,888,000) has been recognised in cost of sales within the Consolidated Income Statement for the change in fair value of these instruments. 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: Impact of 10% strengthening of sterling Euros US Dollars Australian Dollars New Zealand Dollars Other Profit before tax Equity 2016 £000 4,147 615 28 50 32 4,872 2015 £000 5,487 363 80 59 3 5,992 2016 £000 10,937 615 55 74 (129) 11,552 2015 £000 7,571 362 95 67 (15) 8,080 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: Impact of 10% weakening of sterling Euros US Dollars Australian Dollars New Zealand Dollars Other Profit before tax Equity 2016 £000 5,068 752 35 61 33 5,949 2015 £000 6,707 444 98 73 3 7,325 2016 £000 13,534 752 67 91 (164) 14,280 2015 £000 9,496 440 107 74 (218) 9,899 Calculations are performed on the same basis as the prior year and the method assumes that all other variables remain unchanged. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)23. Financial Instruments (continued) 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 £56,375,000 (2015: £53,922,000) and cash and cash equivalents of £215,996,000 (2015: £121,317,000). 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), Cloggs Online Limited (£500,000), Kukri Sports Limited and Kukri GB Limited (£1,000,000), and Kooga Rugby Limited (£250,000). As at 30 January 2016, these facilities were drawn down by £490,000 (2015: £nil). In addition, the syndicated committed £215,000,000 bank facility, which was in place as at 30 January 2016, encompassed cross guarantees between the Company, RD Scott Limited, Topgrade Sportswear Limited, Blacks Outdoor Retail Limited, Tessuti Limited and Focus International Limited to the extent to which any of these companies were overdrawn. As at 30 January 2016, these facilities were drawn down by £nil (2015: £31,000,000). 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. As at 30 January 2016, 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 0.35% (2015: 0.45%). 2016 £000 - 215,000 215,000 2015 £000 155,000 - 155,000 127127 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements23. Financial Instruments (continued) Fair Values The fair values together with the carrying amounts shown in the Statement of Financial Position as at 30 January 2016 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 Group Company Note 20 21 22 22 Carrying amount 2016 £000 25,889 215,996 (6,301) (274) (275,910) (4,890) (45,490) Fair value 2016 £000 25,889 215,996 (6,301) (189) (275,910) (4,282) (44,797) 693 Carrying amount 2016 £000 241,048 148,138 - - (199,507) (10,588) 179,091 The comparatives at 31 January 2015 (restated) 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 Group Company Note 20 21 22 22 Carrying amount 2015 £000 16,184 121,317 (36,713) (374) (234,307) (4,710) (138,603) Fair value 2015 £000 16,184 121,317 (36,713) (233) (234,307) (4,094) (137,846) 757 Carrying amount 2015 £000 226,544 60,070 (31,000) - (143,250) (10,401) 101,963 Fair value 2016 £000 241,048 148,138 - - (199,507) (7,854) 181,825 2,734 Fair value 2015 £000 226,544 60,070 (31,000) - (143,250) (7,644) 104,720 2,757 In the opinion of the Board, the fair value of the Group’s current financial assets and liabilities as at 30 January 2016 and 31 January 2015 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 30 January 2016 and 31 January 2015, the fair value has been calculated using a pre-tax discount rate of 12.3% (2015: 12.4%) 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, the notional amount is deemed to reflect the fair value. Fair Value Hierarchy As at 30 January 2016, the Group held the following financial instruments carried at fair value on the Statement of Financial Position: • Foreign exchange forward contracts - non-hedged Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)23. Financial Instruments (continued) 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 market data At 30 January 2016 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 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 Carrying amount £000 Level 1 £000 6,720 25,170 215,996 719 (5,063) (6,301) (274) (270,847) (1,630) (3,260) - - - - - - - - - - Level 2 £000 6,720 25,170 215,996 719 (5,063) (6,301) (274) (270,847) (1,630) (3,260) Level 3 £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 £3,491,000 (2015: £3,532,000) is categorised as Level 3 within the fair value hierarchy. 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 Carrying amount £000 Level 1 £000 3,790 16,184 121,317 2,888 (36,713) (374) (237,195) (1,637) (3,073) - - - - - - - - - Level 2 £000 3,790 16,184 121,317 2,888 (36,713) (374) (237,195) (1,637) (3,073) Level 3 £000 - - - - - - - - - 129129 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements 24. Trade and Other Payables 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 is contractually agreed with the supplier and can be reliably measured. All significant rebates and contributions are agreed with suppliers retrospectively and after the end of the relevant supplier’s financial year. Reverse Premia Reverse premia represent monies received by the Group on assignment of property leases. Reverse premia are amortised over the life of the remaining lease. Current liabilities Trade payables Other payables and accrued expenses Other tax and social security costs Non-current liabilities Other payables and accrued expenses Amounts payable to other Group companies Group Company 2016 £000 122,638 160,613 41,713 324,964 40,834 - 40,834 2015 £000 124,590 116,144 33,272 274,006 41,733 - 41,733 2016 £000 78,643 124,791 14,606 218,040 24,562 7,328 31,890 2015 £000 72,555 74,023 8,008 154,586 21,581 7,328 28,909 Put Options Held by Non-controlling Interests Put options held by 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 30 January 2016 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 2017 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 31 January 2015 Increase/ (decrease) in the present value of the existing option liability At 30 January 2016 Source Lab Limited £000 Tessuti Group Limited £000 ActivInstinct Holdings Limited £000 JD Germany GmbH £000 Tiso Group Limited £000 310 (161) 149 361 1,999 2,360 2,178 (2,178) - 224 (105) 119 - 632 632 Total £000 3,073 187 3,260 Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)24. Trade and Other Payables (continued) Put Options Held by Non-controlling Interests (continued) Company Source Lab Limited Tessuti Group Limited Options in existence 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. 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. Exercise periods 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. 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). Methodology 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. 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. 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. 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. The option price shall not exceed £5,000,000. 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. 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 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. 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. 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 shall not exceed £8,000,000 or 25p per share. 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 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 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. 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. 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. Put and call option whereby JD Sports Fashion Plc may acquire or be required to acquire 13.3% remaining issued share capital of ActivInstinct Holdings Limited. Recognised as a liability and in other equity At 30 January 2016 £000 149 At 31 January 2015 £000 310 2,360 361 - - - - 119 224 632 - - 2,178 3,260 3,073 131131 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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 and for stores where there is a probable risk of the store returning to the Group under privity of contract, a 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 12.3% (2015: 12.4%) which reflects the current market assessments of the time value of money and the specific risks applicable to the liability. Provisions have been analysed between current and non-current as follows: Group Balance at 31 January 2015 Provisions created during the period Provisions released during the period Provisions utilised during the period Balance at 30 January 2016 Provisions have been analysed between current and non-current as follows: Group Current Non-current Company Balance at 31 January 2015 Provisions created during the period Provisions utilised during the period Balance at 30 January 2016 Provisions have been analysed between current and non-current as follows: Company Current Non-current 2016 £000 1,132 1,209 2,341 2016 £000 587 1,117 1,704 26. Deferred Tax Assets and Liabilities Recognised Deferred Tax Assets and Liabilities Deferred tax assets and liabilities are attributable to the following: Group Property, plant and equipment Chargeable gains held over / rolled over Other Tax losses Tax (assets) / liabilities Assets 2016 £000 (1,717) - - (399) (2,116) Assets 2015 £000 (314) - - (579) (893) Liabilities 2016 £000 - 225 1,409 - 1,634 Liabilities 2015 £000 - 237 2,460 - 2,697 Net 2016 £000 (1,717) 225 1,409 (399) (482) Onerous property leases £000 4,118 1,893 (185) (3,485) 2,341 2015 £000 3,098 1,020 4,118 Onerous property leases £000 2,182 727 (1,205) 1,704 2015 £000 1,529 653 2,182 Net 2015 £000 (314) 237 2,460 (579) 1,804 Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)26. Deferred Tax Assets and Liabilities (continued) Deferred tax assets on losses of £4,136,000 (2015: £4,136,000) within Kooga Rugby Limited; £723,000 (2015; £810,000) with Champion Sports Ireland; £3,114,000 (2015: £3,847,000) within Champion Retail Limited; £1,000,000 (2015: £1,656,000) with Tessuti Group Limited (and its subsidiaries); £2,251,000 (2015: £2,369,000) with Ark Fashion Limited and £523,000 (2015: £399,000) with 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 1 February 2014 Recognised in income Recognised on acquisition Recognised on disposal Balance at 31 January 2015 Recognised in income Foreign exchange movements Balance at 30 January 2016 Property, plant and equipment £000 Chargeable gains held over/ rolled over £000 (126) (808) 168 452 (314) (1,401) (2) (1,717) 237 - - - 237 (12) - 225 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 Movement in Deferred Tax During the Period Assets 2016 £000 (930) - (1,444) (2,374) Assets 2015 £000 - - (904) (904) Liabilities 2016 £000 - 226 - 226 Other £000 4,556 (986) - (1,110) 2,460 (900) (151) 1,409 Liabilities 2015 £000 263 237 - 500 Company Balance at 1 February 2014 Recognised in income Balance at 31 January 2015 Recognised in income Balance at 30 January 2016 Property, plant and equipment £000 Chargeable gains held over/ rolled over £000 340 (77) 263 (1,193) (930) 237 - 237 (11) 226 Tax losses £000 (384) (86) (109) - (579) 172 8 (399) Net 2016 £000 (930) 226 (1,444) (2,148) Other £000 (584) (320) (904) (540) (1,444) Total £000 4,283 (1,880) 59 (658) 1,804 (2,141) (145) (482) Net 2015 £000 263 237 (904) (404) Total £000 (7) (397) (404) (1,744) (2,148) As at 30 January 2016, the Group has no recognised deferred income tax liability (2015: £nil) in respect of taxes that would be payable on the unremitted earnings of certain overseas subsidiaries. As at 30 January 2016, the unrecognised gross temporary differences in respect of overseas subsidiaries is £32,088,000 (2015: £30,072,000). 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. Reductions in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and 20% (effective from 1 April 2015) were substantively enacted on 2 July 2013. Further reductions to 19% (effective from 1 April 2017) and to 18% (effective 1 April 2020) were substantively enacted on 26 October 2015. This will reduce the group’s future current tax charge accordingly. The deferred tax asset at 30 January 2016 has been calculated based on a rate of 19% as this is the prevaliling rate at which the group expects the deferred tax liability to reverse. 133133 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements27. Capital Issued Ordinary Share Capital Group and Company At 31 January 2015 and 30 January 2016 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 (2015: 248,600,000) with a par value of 1.25p per share (2015: 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 30 January 2016 was less than zero (2015: 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 65. 28. Non-controlling Interests The following disclosure provides summarised financial information for investments that have non-controlling interests. Non-controlling interest is initially measured at the proportionate interest in identifiable net assets of the acquiree. The table below provides a list of the subsidiaries which include non-controlling interests at 30 January 2016 and 31 January 2015: Group Name of subsidiary: Sprinter Megacentros Del Deporte SLU (Sprinter) ActivInstinct Holdings Limited Mainline Menswear Holdings Limited Tessuti Group Limited Cloggs Online Limited Ark Fashion Limited Tiso Group Limited JD Sports Fashion Germany GmbH Other Germany UK/ Malaysia % of non-controlling interests and non-controlling voting rights at 30 January 2016 % of non-controlling interests and non-controlling voting rights at 31 January 2015 Net income/(loss) attributable to non-controlling interests for 52 weeks ending 30 January 2016 £000 Net income/(loss) attributable to non-controlling interests for 52 weeks ending 31 January 2015 £000 Non-controlling interests at 30 January 2016 £000 Non-controlling interests at 31 January 2015 £000 Country of incorporation Spain UK UK UK UK UK UK 49.9% 13.3% 20.0% 40.0% 6.0% 22.0% 40.0% 15.0% 49.9% 18.8% 20.0% 40.0% 6.0% 22.0% 40.0% 15.0% 15% - 50% 15% - 20% 4,008 (1,266) 373 267 (93) (297) (265) 25 244 2,996 21,618 (2,509) 1,643 (1,272) (160) (841) (1,417) 230 1,113 18,405 3,263 300 254 (537) (77) (557) (306) 67 (1,113) 1,294 17,757 (1,241) 1,270 (1,539) (135) (742) (1,151) 221 (938) 13,502 During the period, the Group has increased its shareholding in three non-wholly owned subsidiaries. The consideration paid was negligible. Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued) 28. Non-controlling Interests (continued) The table below provides summarised financial information for significant non-controlling interests at 30 January 2016 and 31 January 2015: 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 Sprinter 2016 £000 52,370 38,080 90,450 (40,647) (1,755) 48,048 Sprinter 52 weeks to 30 January 2016 £000 141,590 7,888 Sprinter 52 weeks to 30 January 2016 £000 12,200 (12,707) (1,613) 24,461 22,341 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 29. Dividends After the reporting date the following dividends were proposed by the Directors. The dividends were not provided for at the reporting date. 6.2000p per ordinary share (2015: 5.9000p) Dividends on Issued Ordinary Share Capital Group and Company Final dividend of 5.9000p (2015: 5.6625p) per qualifying ordinary share paid in respect of prior period, but not recognised as a liability in that period Interim dividend of 1.2000p (2015: 1.1500p) per qualifying ordinary share paid in respect of current period 52 weeks to 30 January 2016 £000 12,068 52 weeks to 31 January 2015 £000 11,484 52 weeks to 30 January 2016 £000 52 weeks to 31 January 2015 £000 11,484 2,336 13,820 11,022 2,238 13,260 135135 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements30. Commitments Group (i) Capital Commitments As at 30 January 2016, the Group had entered into contracts to purchase property, plant and equipment as follows: Group Contracted 2016 £000 4,442 2015 £000 15,344 (ii) Operating Lease Commitments 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 2016 £000 106,219 312,653 219,975 638,847 Plant and equipment 2016 £000 1,846 1,583 3 3,432 Land and buildings 2015 (restated) £000 95,657 264,484 172,223 532,364 Plant and equipment 2015 (restated) £000 2,339 2,583 4 4,926 The future minimum rentals payable on land and buildings represent the base rents that are due on each property over the non-cancellable lease term, being usually the earliest date at which the lease can be exited. 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 30 January 2016 are as follows: Group Within one year Later than one year and not later than five years After five years Company 2016 £000 489 1,447 613 2,549 2015 (restated) £000 468 1,434 957 2,859 (i) Capital Commitments As at 30 January 2016, the Company had entered into contracts to purchase property, plant and equipment as follows: Company Contracted 2016 £000 261 2015 £000 8,912 Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)30. Commitments (continued) (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 Land and buildings 2016 £000 53,696 160,502 125,961 340,159 Plant and equipment 2016 £000 890 839 - 1,729 Land and buildings 2015 (restated) £000 48,478 139,761 97,813 286,052 Plant and equipment 2015 (restated) £000 1,287 1,628 - 2,915 (iii) Sublease Receipts 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 30 January 2016 are as follows: Company Within one year Later than one year and not later than five years After five years 31. Pension Schemes 2016 £000 324 1,254 578 2,156 2015 £000 350 1,211 880 2,441 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 £3,091,000 (2015: £2,602,000) in respect of employees, and £26,000 (2015: £39,000) in respect of Directors. The amount owed to the schemes at the period end was £435,000 (2015: £393,000). 137137 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements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. 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 At 31 January 2015 £000 121,317 (5,620) 115,697 (60) (31,000) (63) (344) 84,230 At 31 January 2015 £000 60,070 60,070 (31,000) 29,070 Cash flow £000 99,586 (634) 98,952 123 31,000 (45) 68 130,098 Cash flow £000 92,975 92,975 31,000 123,975 Non-cash movements £000 At 30 January 2016 £000 (4,907) 117 (4,790) (117) - - - 215,996 (6,137) 209,859 (54) - (108) (276) (4,907) 209,421 Non-cash movements £000 At 30 January 2016 £000 (4,907) (4,907) - (4,907) 148,138 148,138 - 148,138 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 arm’s length basis. Outstanding balances are unsecured (unless otherwise stated) and will be settled in cash. Transactions with Related Parties Who Are Not Members of the Group Pentland Group Plc Pentland Group Plc owns 57.5% (2015: 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 2016 £000 Expenditure with related parties 2016 £000 Income from related parties 2015 £000 Expenditure with related parties 2015 £000 45 - - - (21,251) (785) 42 - - - (25,232) (270) Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)33. Related Party Transactions and Balances (continued) At the end of the period, the following balances were outstanding with Pentland Group Plc: Group Trade receivables / (payables) Amounts owed by related parties 2016 £000 Amounts owed to related parties 2016 £000 Amounts owed by related parties 2015 £000 Amounts owed to related parties 2015 £000 - (570) 4 (638) 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 2016 £000 Expenditure with related parties 2016 £000 Income from related parties 2015 £000 Expenditure with related parties 2015 £000 45 - - (10,912) 48 - - (11,573) 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 2016 £000 Amounts owed to related parties 2016 £000 Amounts owed by related parties 2015 £000 Amounts owed to related parties 2015 £000 - (283) 2 (580) Transactions with Related Parties Who Are Members of the Group Subsidiaries 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 (2015: RD Scott Limited and Premium 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. Other 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. 139139 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements33. Related Party Transactions and Balances (continued) 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 2016 £000 Expenditure with related parties 2016 £000 Income from related parties 2015 £000 Expenditure with related parties 2015 £000 134,273 2,108 680 695 732 - 4,321 (6,954) - - - - (192) - 87,923 1,851 357 440 900 - 1,988 (7,001) - - - - (167) - At the end of the period, the Company had the following balances outstanding with subsidiaries: Company Non-trading loan receivable Non-trading loan receivable (interest bearing) Non-trading 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 2016 £000 Amounts owed to related parties 2016 £000 Amounts owed by related parties 2015 £000 Amounts owed to related parties 2015 £000 138,886 59,051 - 7,312 670 9,238 56,252 - - - (7,328) - - (214) (10,096) (13,110) 130,752 31,064 - 7,255 641 12,771 66,078 - - - (7,328) - - (284) (9,163) (13,145) Remuneration of Key Management Personnel Other than the remuneration of Directors as shown in note 5 and in the Directors’ Remuneration Report on page 79 there have been no other transactions with Directors in the year (2015: nil) 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 (2015: €6,600,000) • Guarantee on the working capital and other banking facilities in relation to the Sprinter Megacentros Del Deporte SLU of €8,750,000 (2015: €8,750,000) • Guarantee on the working capital facilities in Cloggs Online Limited of £500,000 (2015: £500,000) • Guarantee on the working capital facilities in Kooga Rugby Limited of £250,000 (2015: £250,000) • Guarantee on the working capital facilities Kukri Sports Limited and Kukri GB Limited of £1,000,000 (2015: £nil) • Guarantee to Kiddicare Properties Limited in relation to the rental commitments on four stores assigned to Blacks Outdoor Retail Limited in the year. The total value of the remaining rental commitments at 30 January 2016 was £15,383,026 (2015: £21,700,000) Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)35. Subsequent Events Sports Unlimited Retail BV On 20 March 2016, the Group acquired, via its newly incorporated subsidiary Sports Unlimited Retail BV, the trading assets and trade of the Aktiesport and Perry Sport fascias from the Trustee of Unlimited Sports Group BV which was declared bankrupt by the court of Amsterdam on 23 February 2016. On acquisition there were 187 trading stores and two trading websites. The Board believe that the cash consideration of €26.5 million represents the current best estimates of the fair value of the net assets acquired. Acquiree's net assets at acquisition date: Property, plant and equipment Inventories Cash and cash equivalents Trade and other payables Net identifiable assets Goodwill on acquisition Consideration paid - satisfied in cash Provisional fair value at 20 March 2016 £000 3,929 23,330 58 (8,364) 18,953 - 18,953 36. 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 £91,931,000 (2015: £70,150,000). 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. 141141 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial Statements37. Subsidiary Undertakings The following companies were the subsidiary undertakings of JD Sports Fashion Plc at 30 January 2016. Nature of business and operation Ownership interest Voting rights interest Retailer of sports inspired footwear and apparel Intermediate holding company Intermediate holding company Dormant company Dormant company Dormant company Dormant company Dormant company Intermediate holding company Retailer of fashion clothing and footwear Dormant company Distributor and multichannel retailer of sports and fashion clothing and footwear Dormant company Dormant company 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 Intermediate holding company Distributor of sports clothing and footwear Dormant company Distributor of sports clothing and footwear Dormant company 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 Dormant company Dormant company Dormant company Dormant company Dormant company Dormant company Intermediate holding company Intermediate holding company Retailer of sports and leisure goods Retailer of sports and leisure goods Dormant company Dormant company Dormant company Intermediate holding company Retailer of sports and leisure goods Retailer of sports and leisure goods Retailer of outdoor footwear, apparel and equipment 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 80.0% 80.0% 80.0% 80.0% 100.0% 100.0% 100.0% 100.0% 100.0% 80.0% 80.0% 80.0% 80.0% 80.0% 80.0% 100.0% 100.0% 100.0% 75.0% 100.0% 83.0% 75.0% 100.0% 100.0% 100.0% 90.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 50.1% 65.1% 50.1% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 80.0% 80.0% 80.0% 80.0% 100.0% 100.0% 100.0% 100.0% 100.0% 80.0% 80.0% 80.0% 80.0% 80.0% 80.0% 100.0% 100.0% 100.0% 75.0% 100.0% 83.0% 75.0% 100.0% 100.0% 100.0% 90.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 50.1% 65.1% 50.1% 100.0% Name of subsidiary John David Sports Fashion (Ireland) Limited J.D Sports Limited Athleisure Limited Jog Shop Limited* Allsports.co.uk Limited* Sonneti Fashions Limited* Peter Werth Limited* First Sport Limited* Capso Holdings Limited* R.D. Scott Limited Topgrade Sportswear Holdings Limited Topgrade Sportswear Limited* GetTheLabel.com Limited* Topgrade Trading Limited* Nicholas Deakins Limited JD Sports Fashion (France) SAS Spodis SA* Kooga Rugby Limited Duffer of St George Limited Focus Brands Limited Focus Group Holdings Limited* Focus International Limited* Focus Sports & Leisure International Limited* Focus Italy S.pa.* Focus Equipment 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* Kukri Events Limited* Frank Harrison Limited* Kukri (HK) Limited* Squirrel Sports Limited* The John David Group Limited J D Sports Limited Champion Sports Group Limited* PCPONE* Champion Retail Limited* Champion Sports Ireland* Champion Sports Newco Limited* Marathon Sports Limited* Champion Sports (Holdings) Unlimited* JD Sprinter Holdings 2010 SL JD Spain Sports Fashion 2010 SL* Sprinter Megacentros Del Deporte SLU* Blacks Outdoor Retail Limited Place of registration Ireland Ireland UK UK UK UK UK UK Isle of Man UK UK UK UK UK UK France France UK UK UK UK UK UK Italy UK UK UK Hong Kong New Zealand Ireland Australia Canada Middle East Singapore UK UK Hong Kong UK UK UK Ireland Ireland Ireland Ireland Ireland Ireland Ireland Spain Spain Spain UK *Indirect holding of the Company Annual Report & Accounts 2016Notes to the Consolidated Financial Statements (continued)37. Subsidiary Undertakings (continued) Name of subsidiary Ultimate Outdoors Limited* Oswald Bailey Limited* Source Lab Limited Tessuti Group Limited Tessuti Limited* Tessuti Retail Limited* Prima Designer Limited* Blue Retail Limited* Cloggs Online Limited Ark Fashion Limited Tiso Group Limited Graham Tiso Limited* Sundown Limited* Alpine Group (Scotland) Limited* The Alpine Group Limited* Alpine Bikes Limited* The Alpine Store Limited* George Fisher Holdings Limited* George Fisher Limited* JD Sports Fashion Germany GmbH JD Size GmbH JD Sports Fashion BV* ActivInstinct Holdings Limited Millet Sports Limited* ActivInstinct Limited* Activinstinct Pty Limited* Mainline Menswear Holdings Limited Mainline Menswear Limited* Dapper (Scarborough) Limited* JD Sports Gyms JD Sports Fashion SRL JD Sports Fashion SDN BHD JD Sports Fashion Belgium BVBA JD Sports Fashion Sweden AB JD Sports Fashion Denmark ApS JD Sports Fashion Distribution Limited Size? Limited Henleys Clothing Limited Nanny State Limited Fly53 Ltd Footpatrol London 2002 Limited Premium Fashion Limited Exclusive Footwear Limited Pink Soda Limited Varsity Kit Limited* Allsports (Retail) Limited OneTrueSaxon Limited Peter Storm Limited Open Fashion Limited Millets Limited Planet Fear Limited JD Sports Active Limited Hip Store Limited Place of registration UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK Germany Germany Netherlands UK UK UK UK UK UK UK UK Italy Malaysia Belgium Sweden Denmark UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK Nature of business and operation Dormant company Dormant company Design and distributor of sportswear Intermediate holding company Retailer of fashion clothing and footwear Dormant company Intermediate holding company Retailer of sports inspired footwear and apparel Multichannel retailer of fashion footwear Retailer of fashion clothing and footwear Intermediate holding company Retailer of outdoor footwear, apparel and equipment Dormant company Intermediate holding company Intermediate holding company Retailer of outdoor footwear, apparel and equipment Dormant company Intermediate holding company Retailer of outdoor footwear, apparel and equipment Retailer of sports inspired footwear and apparel Retailer of sports inspired footwear and apparel Retailer of sports inspired footwear and apparel Intermediate holding company Dormant company Multichannel retailer of sports inspired footwear and apparel Dormant company 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 sports inspired footwear and apparel Retailer of sports inspired footwear and apparel Retailer of sports inspired footwear and apparel Retailer of sports inspired footwear and apparel Retailer of sports inspired footwear and apparel Dormant company Retailer of sports inspired footwear and apparel Dormant company Distributor of fashion clothing and footwear Dormant company Dormant company Dormant company Retailer of premium branded footwear Intermediate holding company Dormant company Dormant company Dormant company Dormant company Retailer of fashion clothing and footwear Dormant company Dormant company Dormant company Retailer of fashion clothing and footwear Ownership interest Voting rights interest 100.0% 100.0% 85.0% 60.0% 60.0% 60.0% 60.0% 49.8% 94.0% 78.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 85.0% 100.0% 100.0% 86.7% 86.7% 86.7% 86.7% 80.0% 80.0% 80.0% 100.0% 100.0% 50.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 90.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 85.0% 60.0% 60.0% 60.0% 60.0% 49.8% 94.0% 78.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 60.0% 85.0% 100.0% 100.0% 86.7% 86.7% 86.7% 86.7% 80.0% 80.0% 80.0% 100.0% 100.0% 50.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 90.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 143143 Financial StatementsNotes to the Consolidated Financial Statements (continued)Financial StatementsFive Year Record 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 (ii) Dividends per ordinary share (iii) (iv) 52 weeks to 28 January 2012 £000 (iv) 53 weeks to 2 February 2013 £000 (iv) 52 weeks to 1 February 2014 £000 (iv) 52 weeks to 31 January 2015 £000 52 weeks to 30 January 2016 £000 1,059,523 1,258,892 1,216,371 1,522,253 (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 6.32p (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 6.58p (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 6.78p (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 7.05p 1,821,652 (937,431) 884,221 (648,333) - (648,333) (78,228) (25,496) (103,724) 1,242 133,406 158,902 (25,496) 133,406 - - - 388 (2,163) 131,631 (31,001) 100,630 - 97,634 2,996 50.16p 61.34p 7.40p (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 two financial years as shown above have not been re-presented. Annual Report & Accounts 2016 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 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 14 April 2016 24 June 2016 May 2016 17 June 2016 1 August 2016 14 September 2016 28 January 2017 April 2017 145145 Financial StatementsFinancial StatementsNon trading websites www.uksourcelab.com www.kooga-rugby.com www.bluestheskishop.co.uk www.thedufferofstgeorge.com www.planetfear.com Registered office JD Sports Fashion Plc Hollinsbrook Way Pilsworth Bury Lancashire BL9 8RR Tel: +44(0)161 767 1000 Fax: +44(0)161 767 1001 www.jdplc.com 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.cloggs.co.uk www.sprinter.es www.tessuti.co.uk www.footpatrol.co.uk www.tiso.com www.georgefisher.co.uk www.mainlinemenswear.co.uk www.ultimateoutdoors.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.jdsports.be www.jdsports.it www.jdsports.se www.jdsports.dk www.topgradesportswear.com www.milletsports.com The Board wishes to express its thanks to the marketing and finance departments for the in-house production of this Annual Report and Accounts. Annual Report & Accounts 2016

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