TIDMJD.

RNS Number : 2762Y

JD Sports Fashion Plc

08 September 2020

8 September 2020

JD SPORTS FASHION PLC

INTERIM RESULTS

FOR THE TWENTY SIX WEEKS TO 1 AUGUST 2020

JD Sports Fashion Plc (the "Group"), the leading retailer of sports, fashion and outdoor brands, today announces its interim results for the 26 weeks ended 1 August 2020 (comparative figures are shown for the 26 week period ended 3 August 2019).

 
                                           IFRS16          Proforma IAS 17 
                                         2020      2019      2020      2019 
                                         GBPm      GBPm      GBPm      GBPm 
 
 Revenue                              2,544.9   2,721.2   2,544.9   2,721.2 
 
 Gross profit %                         45.6%     46.9%     45.6%     46.9% 
 
 EBITDA*                                337.0     402.9     148.9     235.2 
 Depreciation / amortisation          (241.6)   (203.1)    (73.2)    (65.3) 
                                     --------  --------  --------  -------- 
 
 Operating profit (before 
  exceptional items)                     95.4     199.8      75.7     169.9 
 Net interest expense                  (33.5)    (41.2)     (2.9)     (3.7) 
                                                         --------  -------- 
 
 Profit before tax and exceptional 
  items*                                 61.9     158.6      72.8     166.2 
 Exceptional items                     (20.4)    (28.7)    (27.9)    (28.7) 
                                     --------  --------  --------  -------- 
 
 Profit before tax                       41.5     129.9      44.9     137.5 
                                                         --------  -------- 
 
 Basic earnings per ordinary 
  share                                 3.85p     9.67p     4.08p    10.46p 
 Adjusted earnings per ordinary 
  share                                 6.09p    12.57p     6.32p    13.36p 
 
 Interim dividend payable 
  per ordinary share                        -     0.28p         -     0.28p 
 
 Net cash at period end (a)             764.9     118.1     764.9     118.1 
                                                         --------  -------- 
 

a) Net cash consists of cash and cash equivalents together with interest-bearing loans and borrowings

b) Throughout this release '*' indicates first instance of a term defined and explained in the Glossary at the end of these interim results

Group Highlights

-- Significant retention of sales through unprecedented period of global uncertainty and temporary store closures consequent to the COVID-19 pandemic reflects consumers' fundamental affinity and loyalty to the JD brand

-- Agile omni-channel capabilities developed over a number of years ensured that consumers across all markets enjoyed a consistent experience when switching from offline to online channels

-- Reduction in profitability has arisen as a result of the additional costs associated with this shift in revenues to online channels particularly during period of temporary store closures

-- Excellent performance in the United States with Finish Line and JD capitalising fully on the enhanced consumer demand consequent to the US Government fiscal stimulus which expired on 31 July

-- Further investments at the Kingsway warehouse in Rochdale to counteract the operational impact of social distancing and to enhance online fulfilment processes

-- Small test warehouse in Belgium now operational, providing significant learnings which are being used to shape the Group's long term supply chain strategy for Europe

-- Net cash at the period end of GBP764.9 million with temporary factors, including agreed extensions to supplier terms and rent deferrals across our global businesses, totalling in excess of GBP200 million

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

Period to 1 August 2020

 
                        Sports Fashion         Outdoor        Unall(2)         Total 
                       IFRS 16    IAS 17   IFRS 16   IAS 17              IFRS 16    IAS 17 
                          GBPm      GBPm      GBPm     GBPm       GBPm      GBPm      GBPm 
 
 Revenue               2,402.4   2,402.4     142.5    142.5          -   2,544.9   2,544.9 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Gross profit 
  %                      45.9%     45.9%     40.5%    40.5%          -     45.6%     45.6% 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 EBITDA                  333.1     157.8       3.9    (8.9)          -     337.0     148.9 
 Depreciation          (220.8)    (65.3)    (16.9)    (4.0)          -   (237.7)    (69.3) 
 Amortisation(1)         (2.9)     (2.9)     (1.0)    (1.0)          -     (3.9)     (3.9) 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Operating profit 
  / (loss)               109.4      89.6    (14.0)   (13.9)          -      95.4      75.7 
 Net interest 
  expense               (27.8)         -     (2.8)        -      (2.9)    (33.5)     (2.9) 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Profit / (loss) 
  before tax and 
  exceptional items       81.6      89.6    (16.8)   (13.9)      (2.9)      61.9      72.8 
 Exceptional items           -         -    (20.4)   (27.9)          -    (20.4)    (27.9) 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Profit / (loss) 
  before tax              81.6      89.6    (37.2)   (41.8)      (2.9)      41.5      44.9 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 

(1) This is a non-trading charge relating to the amortisation of various fascia names and brand names which arise consequent to the accounting of acquisitions made over a number of years.

(2) The Group consider that net funding costs are cross divisional in nature and cannot be allocated between the segments on a meaningful basis.

Period to 3 August 2019

 
                        Sports Fashion         Outdoor        Unall(2)         Total 
                       IFRS 16    IAS 17   IFRS 16   IAS 17              IFRS 16    IAS 17 
                          GBPm      GBPm      GBPm     GBPm       GBPm      GBPm      GBPm 
 
 Revenue               2,517.1   2,517.1     204.1    204.1          -   2,721.2   2,721.2 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Gross profit 
  %                      47.4%     47.4%     40.6%    40.6%          -     46.9%     46.9% 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 EBITDA                  398.5     246.7       4.4   (11.5)          -     402.9     235.2 
 Depreciation          (179.9)    (56.2)    (18.8)    (4.7)          -   (198.7)    (60.9) 
 Amortisation(1)         (2.4)     (2.4)     (2.0)    (2.0)          -     (4.4)     (4.4) 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Operating profit 
  / (loss)               216.2     188.1    (16.4)   (18.2)          -     199.8     169.9 
 Net interest 
  expense               (33.8)         -     (3.7)        -      (3.7)    (41.2)     (3.7) 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Profit / (loss) 
  before tax and 
  exceptional items      182.4     188.1    (20.1)   (18.2)      (3.7)     158.6     166.2 
 Exceptional items       (3.6)     (3.6)    (25.1)   (25.1)          -    (28.7)    (28.7) 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 Profit / (loss) 
  before tax             178.8     184.5    (45.2)   (43.3)      (3.7)     129.9     137.5 
                      --------  --------  --------  -------  ---------  --------  -------- 
 
 

Peter Cowgill, Executive Chairman, said:

"Throughout the COVID-19 pandemic, our priorities have been to ensure the safety of our colleagues and customers, to preserve financial resources and limit the impact on profitability. Continuing outbreaks of the virus and periodic strengthening of public safety measures in a number of our global territories, including forced temporary store closures and the ongoing requirement to maintain strict social distancing in our warehouses, makes us cognisant that further challenges lie ahead.

"Ultimately, given the unique circumstances of this trading period, we are reassured by the strength of the JD brand as demonstrated by the retention of more than 90% of the total revenues. However, it should be recognised that this has necessitated additional costs principally relating to the provision of enhanced health and safety measures, in all areas of the business, together with increased costs of online fulfilment, including performance marketing. Whilst these additional costs have impacted on the result for the period, the Group has retained a significant level of profitability with a profit before tax and exceptional items of GBP61.9 million (2019: GBP158.6 million).

"We are generally encouraged by our performance since the stores re-opened and with our performance in the first few weeks of the second half. However, retail footfall remains comparatively weak and the recent strengthening of measures in many countries and the subsequent temporary closure of some stores reminds us that COVID-19 remains an ongoing challenge. Nonetheless, we remain absolutely confident in our strengths in consumer engagement, key brand relationships and globally consistent multichannel retail standards. These, combined with an agile operational infrastructure, provide us with a robust platform for further positive development.

"We also believe that it is appropriate for the Group to reinstate guidance for the full year. Assuming a prudent but realistic set of assumptions for the peak trading period that reflect an uncertain outlook for consumer confidence, the ongoing challenges of attracting footfall to stores and the potential for further operational restrictions; we would presently anticipate delivering a headline profit before tax for the full year of at least GBP265 million when calculated under IFRS 16 'Leases'."

 
 Enquiries: 
 
 JD Sports Fashion Plc                 Tel: 0161 767 1000 
 Peter Cowgill, Executive Chairman 
 Neil Greenhalgh, Chief Financial 
  Officer 
 Jennifer Iveson, Investor Relations 
 
 MHP Communications                    Tel: 0203 128 8193 
 Andrew Jaques 
 Giles Robinson 
 Charles Hirst 
 Pandora Yadgaroff 
 
 
 

EXECUTIVE CHAIRMAN'S STATEMENT

Group Developments and Progress

Overview

Throughout the COVID-19 pandemic, our priorities have been to ensure the safety of our colleagues and customers, to preserve financial resources and limit the impact on profitability. Continuing outbreaks of the virus and periodic strengthening of public safety measures in a number of our global territories, including forced temporary store closures and the ongoing requirement to maintain strict social distancing in our warehouses, makes us cognisant that further challenges lie ahead.

We suffered our first full country closure in Italy on 11 March 2020 with fundamentally all of the Group's stores closed by 23 March 2020. The first stores began to re-open in late April with most stores re-opened by the end of June. Consequently, there were three distinct trading periods in the first half with each geography delivering a very mixed performance reflecting the unique combination of factors in that individual country.

-- Pre-closure Period : The early weeks of the period were encouraging with the continuation of the positive trends from the previous year in many territories.

-- Closure Period : The majority of our physical store estate was closed for periods of up to three months. However, demand remained resilient with consumers readily switching to online channels reflecting the benefits of an agile omni-channel approach which has been developed over a number of years. Across the countries where we had to temporarily close stores, approximately 60% of the combined store and online revenues from the prior year were retained through the closure period. Retaining revenues through online channels was important as it enabled us to turn stock and generate cash whilst also ensuring that we maintained our long term relationship and engagement with consumers.

-- Re-opening Period : The initial trading in stores on re-opening was boosted by a combination of pent-up demand, particularly in those territories where online trading is less mature, and promotional activity as the stores re-opened with ranges, particularly apparel, which lacked seasonal relevance. However, that boost was generally short lived with footfall into physical retail continuing to be significantly weaker than historic levels in all of our geographies but particularly across Europe. Some of the weakness in footfall has been offset through better conversion and higher average transaction values as those consumers who visited physical retail did so with greater intent.

On average across those territories which suffered the temporary store closures, total revenues across physical and digital channels for the period from the respective date of re-opening to the end of the first half were approximately 20% ahead of the same period in the prior year. However, this is very heavily influenced by growth in the United States of nearly 50% which is exceptional and was driven by significant, but temporary, fiscal stimulus made available by the US Government which has now come to an end. Excluding the United States, the composite total revenue growth from re-opening to the end of the period across the remaining territories was approximately 10%.

Ultimately, given the unique circumstances of this trading period, we are reassured by the strength of the JD brand as demonstrated by the retention of more than 90% of the total revenues. However, it should be recognised that this has necessitated additional costs principally relating to the provision of enhanced health and safety measures, in all areas of the business, together with increased costs of online fulfilment, including performance marketing. Whilst these additional costs have impacted on the result for the period, the Group has retained a significant level of profitability with a profit before tax and exceptional items of GBP61.9 million (2019: GBP158.6 million). On a proforma basis under IAS 17 'Leases', with rents recognised according to contractual terms, the headline profit before tax and exceptional items would have been GBP10.9 million higher at GBP72.8 million (2019: GBP166.2 million).

JD & Size? (UK and Republic of Ireland)

It is perhaps inevitable that the outbreak of COVID-19 will lead to an acceleration in the transfer of revenues from physical retail to online. Therefore, the current situation has brought into sharper focus the need to further enhance the flexibility across our operational infrastructure and, in particular, broaden the fulfilment capabilities of our digital channels. In that regard, we have invested more than GBP2 million during the period on additional equipment and fixtures with the Kingsway site now having the permanent capacity to handle the volumes that we saw on 'Black Friday' last year, every day whilst maintaining strict social distancing.

We are encouraged by the generally resilient nature of trading in our core UK and Republic of Ireland market since the stores re-opened. However, attracting footfall into major malls and shopping centres remains a significant challenge.

During the period we completed on upsizes in Exeter and Plymouth although a number of other property related projects have now been placed on hold as we continue to assess the post re-opening performance. It is entirely feasible that some planned projects may not proceed under the current lease terms.

JD & Size? (Europe)

Across Europe, the average retention of sales through the period of the temporary store closures was approximately 35% with a stronger retention in Northern Europe where online is more mature. The stores in Germany and the Netherlands were amongst the first to re-open in Europe commencing at the end of April with the stores in Southern Europe not beginning to re-open until late May. Footfall remains comparatively weak across all countries although, as elsewhere, this is partially offset by better conversion and a higher average transaction value.

Our previously stated ambition of opening one store on average per week across Europe reflects a world before the COVID-19 outbreak. Whilst the number of openings this year will be reduced and will need to be flexed to reflect any local restrictions, we currently still anticipate opening around 30 net new stores during the year, of which 12 opened in the first half complemented by the conversion of one store previously trading as Chausport. Subsequent to the period end, we opened a flagship style store on the key shopping street of Rue de Rivoli in the centre of Paris.

JD (Asia Pacific)

The stores in our largest territories of Australia and South Korea were able to trade throughout the period although, more recently, we have had to temporarily close seven stores in the Melbourne area. We remain encouraged by our potential in Australia with three stores opening in the year to date giving us a total portfolio of 27 stores in the country at the end of the period. Elsewhere, we also opened one additional new store in South Korea at the Lotte World Mall in Seoul.

JD, Finish Line & Livestock (North America)

The United States is widely regarded as the most mature market in the world for online trading. As such, it is not surprising that, of all our global businesses, it was Finish Line and JD in the United States that saw the greatest retention rate through the closure period with online revenues equivalent to approximately 75% of the combined physical and digital revenues in the prior year.

With the exception of a small number of stores in the worst affected areas of New York and New Jersey, all stores had re-opened by the end of the period. This re-opening of the stores was staggered over a three month period commencing with the opening of stores in certain southern states in late April. Shortly before the period end, we were forced to close the majority of stores in California again as the State Government re-imposed restrictions.

Consistent with comments from other national retailers in the United States, our businesses benefitted significantly from May onwards from the fiscal stimulus made available by the US Government. Total revenues across physical and digital channels increased by nearly 50% in this period with gross margins also at elevated levels in this period as many consumers took advantage of their extra spending power and traded up to full price new styles. This stimulus programme ended at the end of July and, to date, there is no agreement for it to be renewed.

The outbreak of COVID-19 has not changed our overall view on the strategic development of JD and Finish Line across the United States and it remains our intention to increase the critical mass of JD in the major metropolitan areas through a combination of opening new stores and converting Finish Line stores where appropriate. Six stores were converted in the period in the 'badge flip' style and it is our current intention to convert up to 30 more stores in the second half with one conversion completed already. The exact number of conversions in the rest of the year will, however, ultimately depend on the extent of any new restrictions in each location. Elsewhere, works continue on our new flagship store in Times Square, New York, with this store scheduled to open in October although the current situation means that the initial footfall into this store will be at lower than expected levels.

At the beginning of the period, we acquired Onepointfive Ventures Limited in Canada which consists of four stores trading as Livestock and a website trading as Deadstock. Based in Vancouver, this business and its management team will provide the platform to develop JD in Canada although the outbreak of COVID-19 means that currently we would not expect to open our first JD store in Canada until the second half of next year.

Sprinter & Sport Zone (Iberia)

As with JD, online trading is less mature for Sprinter and Sport Zone across Iberia and, consequently, less than 20% of the combined physical and digital revenues in the prior year were retained online in the store closure period. The performance since re-opening has been encouraging with double digit growth across the combination of physical and digital channels relative to the prior year with these businesses having a robust platform for further positive development.

Gyms (UK)

The gyms were temporarily closed on 20 March 2020 with member payments frozen from this date. All sites have now re-opened with clubs reconfigured to facilitate social distancing and to minimise equipment de-commissioning, with new signage and sanitisation stations throughout. Members have, however, been given the opportunity to continue to freeze their memberships whilst confidence rebuilds.

We firmly believe that we have developed a market leading, premium low cost proposition that competes strongly with mid-market and premium gyms and has significant national potential. During the period we increased our critical mass with the acquisition, out of administration, of an initial 50 gyms which had previously traded as Xercise4Less for a total consideration of GBP24.2 million. Subject to agreeing appropriate leases with landlords, it is our intention to retain the majority of the Xercise4Less estate.

Footasylum

The Competition and Markets Authority ('CMA') announced in its Final Report on 6 May 2020 that it had decided to prohibit the merger with Footasylum and that, consequently, it required the Group to fully divest its investment. This has surprised experienced market analysts and other observers who are familiar with the Sports Fashion market.

The Group believes that the CMA has fundamentally erred in law and acted irrationally in a number of areas and has subsequently made an application for Judicial Review to the Competition Appeal Tribunal ('CAT'). The main hearing for this application has been listed for 23 September 2020 and the judgement will follow thereafter.

Outdoor

The threat to physical retail from COVID-19 was the catalyst for the Group considering options which would address the inflexible and uncompetitive terms of the property leases in Go Outdoors. Having considered a number of strategic options, the Board ultimately concluded that there was a significant risk of Go Outdoors being a material drain on Group profitability for the foreseeable future. Consequently, the Board decided that it was not in the best interests of the wider Group, and its shareholders, to provide continued financial support to Go Outdoors in its existing form with Go Outdoors entering into Administration on 23 June 2020.

The Group reacquired the trade and assets for a cash consideration of GBP56.5 million of which GBP55.2 million returns to the Group as partial repayment against its historic indebtedness, a transaction approved in advance by the independent Pre Pack Pool. One significant loss-making store was closed before the period end with a further store closed subsequently. Negotiations are ongoing with other landlords and, at this stage, subject to agreeing appropriate new terms, it remains our intention to retain the majority of the historic Go Outdoors store portfolio.

The Group has committed to honouring liabilities with regards to branded stock suppliers, employees, HMRC taxation liabilities, customer returns and historic gift card sales. Further, all pre -- existing Go Outdoors employees transferred across to the new business with their previous terms and conditions of employment preserved.

Subsequent to the restructuring of Go Outdoors, we have also now merged the stock files of the Blacks and Millets business with that of Go Outdoors to enhance the efficiency of stock management with common merchandising systems and shared commercial resources across the businesses.

Supply Chain Developments & Brexit

The Kingsway facility has remained open throughout the period and we are indebted to all of our colleagues on site for their resolve and commitment in this difficult time. Their safety and wellbeing has been, and continues to be, our number one priority. We have significantly reduced the number of colleagues on site at any one time to ensure that social distancing can be maintained and we will continue to make further modifications as necessary to our operations to ensure that we are operating safely and effectively. As the facility is the largest single site for employment in the Rochdale area, the local council has carried out numerous unannounced inspections of the site since the start of the pandemic, to review our operations and ensure our continued compliance with the relevant regulations.

Elsewhere, the 80,000 sqft warehouse in Belgium which, with mezzanines, has an internal footprint in excess of 250,000 sqft is now receiving and fulfilling product to some European stores. This site is not big enough to handle all of our European retail volumes and, currently, is also not able to fulfil orders for online sales. However, it is providing us with a number of significant operational learnings which we are using in the planning for a longer term, more permanent, European supply chain strategy.

We are very conscious that the UK's transition period with the EU ends at the end of this year and, at this stage, there is a significant risk that the UK may exit that transition period with either no agreement or with perhaps just a very basic and limited free trade agreement. Given the current status of our supply chain in Europe and the fact that 90% of our stock is purchased from international brands on a full landed cost basis, where we have no visibility of the original factory cost, there is some risk of duties being payable for goods which transit to / from countries in the EU. We are currently looking at options to mitigate some of this in the short term whilst we establish a more permanent European supply chain infrastructure.

Lease Negotiations

It has been well publicised that we have withheld the payment of some rents across our global retail estate this year. We firmly believe that it cannot be equitable to pay full contractual rents when there is no realistic prospect of any income from a store. It remains our view that rents should reflect the basic economic principles of 'supply and demand' with market rents now falling significantly below those currently being demanded by outdated contractual principles. We have tentatively reached agreement with a number of landlords who acknowledge such principles although others are more intransigent in their approach. Ultimately, it is in our mutual interest to reach a fair and equitable compromise.

Sports Fashion

Whilst our global Sports Fashion businesses have inevitably suffered in the first half from the adverse impacts of the COVID-19 outbreak, we should not forget that, fundamentally, our world class retail businesses offer a dynamic multichannel proposition which marries the best of physical and digital retail enabling customers to interact with us where and when they want and through the channel of their choice.

We firmly believe that the relevance of our Sports Fashion fascias to consumers will not be diminished by the current situation, although it will inevitably slow our momentum this year with the profit before tax and exceptional items in the first half decreasing to GBP81.6 million (2019: GBP182.4 million). On a proforma basis under IAS 17 'Leases' the profit before tax and exceptional items was GBP89.6 million (2019: GBP188.1 million).

Included within the result is a very positive performance in the United States with the temporary Government stimulus driving a material, but temporary, impact on performance with total revenues across all fascias in the United States increasing to GBP825.5 million (2019: GBP725.2 million) and the profit before tax and exceptional items increasing significantly to GBP73.4 million (2019: GBP35.7 million).

The overall gross margin in Sports Fashion decreased slightly to 45.9% (2019: 47.4%) principally from the promotional activity which took place in stores after re-opening to clear non-seasonally relevant products, particularly apparel.

There were no exceptional items in the period (2019: GBP3.6 million) and so the profit before tax in Sports Fashion was GBP81.6 million (2019: GBP178.8 million).

Outdoor

We acknowledge that the restructuring of our Outdoor businesses in the last two years has been a difficult process. However, coming out of this process, we are increasingly confident that we are developing a proposition which helps customers get the most out of their time outdoors and that we are well placed to take advantage of the opportunities in general fitness and local holidaying which will likely prevail in the future in a world changed by COVID-19.

The impact of the restructuring in the prior year is reflected in the fact that, even with the stores closed for a number of weeks and a relatively weak transfer of sales to online when compared to the Sports Fashion fascia, Outdoor reduced its loss before exceptional items in the period to GBP16.8 million (2019: loss of GBP20.1 million). On a proforma basis under IAS 17 'Leases' the loss before tax was GBP13.9 million (2019: loss of GBP18.2 million).

After recognising an exceptional charge of GBP20.4 million (2019: GBP25.1 million) relating to the restructuring of Go Outdoors in the period, the loss before tax in Outdoor was GBP37.2 million (2019: loss of GBP45.2 million).

Financial Performance

Revenue and Gross Margin

Total revenue decreased by 6.5% in the period to GBP2,544.9 million (2019: GBP2,721.2 million) which was split as follows:

   --      Sports Fashion reduced by 4.6% to GBP2,402.4 million (2019: GBP2,517.1 million) 
   --      Outdoor reduced by 30.2% to GBP142.5 million (2019: GBP204.1 million) 

Given the impact of COVID-19 on the performance in the period, presenting revenues in like for like terms is not appropriate.

Total gross margin in the period across the Group of 45.6% was 1.3% lower than the prior year (2019: 46.9%). This primarily reflects the promotional activity in stores in the UK and Europe after re-opening to clear non-seasonally relevant products.

Profit Before Tax

Profit before tax and exceptional items decreased by GBP96.7 million to GBP61.9 million (2019: GBP158.6 million). Within this, the profit before tax and exceptional items of the Group's businesses in the United States has increased significantly to GBP73.4 million (2019: GBP35.7 million) reflecting the positive impact of the temporary Government stimulus in the country.

On a proforma basis under IAS 17 'Leases', with rents recognised according to contractual terms, the headline profit before tax and exceptional items to 1 August 2020 for the Group would have been GBP10.9 million higher at GBP72.8 million (2019: GBP166.2 million).

There were exceptional items in the period of GBP20.4 million (2019: GBP28.7 million) relating to the restructure of the Go Outdoors business in the period:

 
                                              2020    2019 
                                              GBPm    GBPm 
 
 Restructuring of Go Outdoors (1)             20.4       - 
 Non-cash impairment of intangible assets 
  (2*)                                           -    20.7 
 Movement in fair value of put and call 
  options (3)                                    -     3.6 
 Integration and consolidation of Outdoor 
  fascias (4)                                    -     4.4 
                                            ------  ------ 
 
 Total exceptional charge                     20.4    28.7 
                                            ======  ====== 
 

1. The net impact consequent to the restructuring of Go Outdoors in the period including a charge of GBP33.3 million in relation to the impairment of intangible assets, a charge of GBP4.9 million in relation to the impairment of leasehold improvements and a credit of GBP17.8 million in relation to the extinguishment of lease commitments.

2. The impairment in the prior period relates to the impairment of the goodwill arising in prior years on the acquisition of Go Outdoors Topco Limited (* included within (1) above in relation to 2020).

   3.   Movement in the fair value of the liabilities in respect of put and call options. 

4. Costs arising from the integration and consolidation of the principal IT systems, warehousing and other infrastructure in Go Outdoors.

Group profit before tax ultimately decreased to GBP41.5 million (2019: GBP129.9 million).

Cash and Working Capital

The net cash balance at the end of the period was GBP764.9 million (2019: GBP118.1 million) with very strong cash generation in the United States in particular reflecting the exceptional trading in that country since the temporary Government stimulus was made available. We are conscious that the net cash position at the period end includes a number of temporary factors which, in aggregate, total in excess of GBP200 million and will likely reverse in the second half. This total includes short term extensions to the payment terms on branded suppliers where these were agreed with the relevant suppliers at the start of the COVID-19 outbreak and the payment of deferred rents as we continue to reach agreements with the relevant landlords.

Stocks at the end of the period of GBP764.7 million are significantly lower than the prior year (2019: GBP913.2 million) with the flow of product into our businesses taking time to gain traction as the international brands recommenced their global supply chain operations. This situation is particularly evident in the United States after the period of strong trading, with period end stocks of $191.3 million approximately 40% lower than the previous year (2019: $327.8 million). We continue to work with our international brand partners on detailed exercises to re-range the rest of the year and, where possible, are pushing for forward orders to be made available early.

The outbreak of COVID-19 has inevitably had a significant impact on the projects which we have undertaken in the period with gross capital expenditure (excluding disposal costs) decreased to GBP52.3 million (2019: GBP69.8 million). The primary focus of our capital expenditure remains our retail fascias with a spend in the period of GBP33.8 million (2019: GBP41.5 million). We now expect that the capital expenditure for the full year will be in the range of GBP110 million to GBP140 million (52 weeks to 1 February 2020: GBP177.2 million).

We will continue to use our cash resources to make selective acquisitions and investments where they benefit our strategic development.

Store Portfolio

During the period, store numbers have moved as follows:

Sports Fashion

 
                            Period   New Stores   Transfers   Acquired   Closures   Period 
                             Start                                                     End 
 
 JD & Size? 
 UK & Republic of 
  Ireland                      402            2           -          -        (4)      400 
 Europe                        304           12           1          -        (2)      315 
 Asia Pacific                   64            4           -          -          -       68 
 United States                  11            -           6          -          -       17 
 Size?                          37            1           -          -        (2)       36 
                           -------  -----------  ----------  ---------  ---------  ------- 
 
 JD & Size?                    818           19           7          -        (8)      836 
                           -------  -----------  ----------  ---------  ---------  ------- 
 
 Finish Line & Livestock 
 Finish Line (own)             508            -         (6)          -        (7)      495 
 Finish Line (Macy's)          295            -           -          -          -      295 
 Livestock                       -            -           -          4          -        4 
                           -------  -----------  ----------  ---------  ---------  ------- 
 
 Finish Line & Livestock       803            -         (6)          4        (7)      794 
                           -------  -----------  ----------  ---------  ---------  ------- 
 
 Fashion: UK                   153            -           -          -        (2)      151 
 Other Europe (i)              427            4         (1)          -        (2)      428 
 Other Asia Pac 
  (ii)                           2            -           -          -        (1)        1 
 
 
 Total Sports Fashion        2,203           23           -          4       (20)    2,210 
                           -------  -----------  ----------  ---------  ---------  ------- 
 

(i) Chausport (France), Sprinter (Spain), Sport Zone (Portugal, Spain & Canary Islands) and Perry Sport / Aktiesport (Netherlands)

   (ii)         Hot-T (South Korea) 

Outdoor

 
                      Period   New Stores   Closures   Period 
                       Start                              End 
 
 Blacks                   57            -          -       57 
 Millets                  97            1        (4)       94 
 Ultimate Outdoors         6            -        (1)        5 
 Tiso                     13            -          -       13 
 Go Outdoors              67            -        (1)       66 
 Go Fishing                5            -        (1)        4 
                     -------  -----------  ---------  ------- 
 
 Total Outdoor           245            1        (7)      239 
                     -------  -----------  ---------  ------- 
 

Dividends and Earnings per Ordinary Share

Given the uncertain impact that COVID-19 may have on the peak trading period ahead, the Board continues to believe that it is in the best interests of shareholders if the Group maintains its cash reserves. Accordingly, it does not believe that it is appropriate to pay an interim dividend (2019: 0.28p). It is the Board's intention that we would look to resume dividend payments as soon as conditions allow, although it is important that we maintain flexibility around the timing and quantum of this commitment. Notwithstanding this, we continue to believe that it is in the longer term interests of all shareholders to keep future dividend growth restrained so as to maximise the available funding for our further development opportunities.

The basic earnings per ordinary share decreased to 3.85p (2019: 9.67p).

The adjusted* earnings per ordinary share decreased to 6.09p (2019: 12.57p).

People

We are indebted to all of our teams in our different territories for their enthusiastic approach in reconfiguring the stores as necessary to satisfy local legislation and for embracing the new ways of working required as a consequence of COVID-19. The Group also recognises the positive impact that the Coronavirus Job Retention Scheme in the UK, together with similar initiatives in other territories, had in preventing significant redundancies across the business. The Group voluntarily enhanced the payments in the UK for those colleagues paid above the GBP2,500 monthly cap to help minimise the financial impact. With the exception of a very small number of colleagues, principally those who are classified as vulnerable or at a higher risk of infection, all remaining colleagues have now returned to work.

The talented individuals working with the Group are integral to our continued success, delivering exceptional results year after year. We aim to attract, retain and develop the best talent at every level throughout the Group and believe that an engaged workforce is vital to achieving our aims. We strive to create a workplace in which everyone is safe; supported and respected; treated fairly and taken care of; listened to; and motivated to achieve their full potential. We are committed to achieving excellence in the areas of health and safety and the protection of our colleagues in their working environment.

The Group is also absolutely committed to promoting policies which ensure that colleagues and customers are treated equally regardless of ethnic or social origin, race, gender, sexual orientation, disability or age. Following the tragic death of George Floyd in the United States, we are working with our teams around the world and with both the JD Foundation and the Finish Line Youth Foundation to ensure that, across the Group, we play a full part in what is hopefully a united global approach to eradicate not just racism but all forms of discrimination from society.

Current Trading and Outlook

We are generally encouraged by our performance since the stores re-opened and with our performance in the first few weeks of the second half. However, retail footfall remains comparatively weak and the recent strengthening of measures in many countries and the subsequent temporary closure of some stores reminds us that COVID-19 remains an ongoing challenge. Nonetheless, we remain absolutely confident in our strengths in consumer engagement, key brand relationships and globally consistent multichannel retail standards. These, combined with an agile operational infrastructure provide us with a robust platform for further positive development.

We also believe that it is appropriate for the Group to reinstate guidance for the full year. Assuming a prudent but realistic set of assumptions for the peak trading period that reflect an uncertain outlook for consumer confidence, the ongoing challenges of attracting footfall to stores and the potential for further operational restrictions; we would presently anticipate delivering a headline profit before tax for the full year of at least GBP265 million when calculated under IFRS 16 'Leases'.

We next intend to provide an update on trading in early January after our key Christmas trading period.

Peter Cowgill

Executive Chairman

8 September 2020

Condensed Consolidated Income Statement

For the 26 weeks to 1 August 2020

 
 
                                                     26 weeks     26 weeks       52 weeks 
                                                           to           to             to 
                                                     1 August     3 August     1 February 
                                            Note         2020         2019           2020 
                                                         GBPm         GBPm           GBPm 
 
 Revenue                                              2,544.9      2,721.2        6,110.8 
 Cost of sales                                      (1,383.4)    (1,446.1)      (3,236.0) 
                                                  -----------  -----------  ------------- 
 
 Gross profit                                         1,161.5      1,275.1        2,874.8 
 Selling and distribution expenses 
  - normal                                            (913.0)      (919.1)      (2,020.2) 
 Administrative expenses - normal                     (164.9)      (160.8)        (348.6) 
 Administrative expenses - exceptional         3       (20.4)       (28.7)         (90.3) 
 Other operating income                                  11.8          4.6           10.9 
                                                  -----------  -----------  ------------- 
 
 Operating profit                                        75.0        171.1          426.6 
 
 Before exceptional items                                95.4        199.8          516.9 
 Exceptional items                             3       (20.4)       (28.7)         (90.3) 
---------------------------------------  -------  -----------  -----------  ------------- 
 
 Operating profit                                        75.0        171.1          426.6 
 Financial income                                         0.7          0.4            1.7 
 Financial expenses                                    (34.2)       (41.6)         (79.8) 
                                                  -----------  -----------  ------------- 
 
 Profit before tax                                       41.5        129.9          348.5 
 Income tax expense                                    (14.4)       (31.9)         (97.8) 
                                                  -----------  -----------  ------------- 
 
 Profit for the period                                   27.1         98.0          250.7 
                                                  -----------  -----------  ------------- 
 
 Attributable to equity holders 
  of the parent                                          37.5         94.1          246.1 
 Attributable to non-controlling 
  interest                                             (10.4)          3.9            4.6 
 
 
   Basic earnings per ordinary 
   share                                       4        3.85p        9.67p         25.29p 
                                                  -----------  -----------  ------------- 
 
   Diluted earnings per ordinary 
   share                                       4        3.85p        9.67p         25.29p 
                                                  -----------  -----------  ------------- 
 

Condensed Consolidated Statement of Comprehensive Income

For the 26 weeks to 1 August 2020

 
 
                                                26 weeks     26 weeks       52 weeks 
                                                      to           to             to 
                                                1 August     3 August     1 February 
                                                    2020         2019           2020 
                                                    GBPm         GBPm           GBPm 
 
   Profit for the period                            27.1         98.0          250.7 
 
 Other comprehensive income: 
 Items that may be classified subsequently 
  to the 
  Consolidated Income Statement: 
 Exchange differences on translation 
  of foreign operations                             25.5         65.7         (21.5) 
 
 Total other comprehensive income 
  for the period                                    25.5         65.7         (21.5) 
-------------------------------------------  -----------  -----------  ------------- 
 
 Total comprehensive income and expense 
  for the period (net of income tax)                52.6        163.7          229.2 
-------------------------------------------  -----------  -----------  ------------- 
 
 Attributable to equity holders of 
  the parent                                        58.5        155.5          227.2 
 Attributable to non-controlling interest          (5.9)          8.2            2.0 
-------------------------------------------  -----------  -----------  ------------- 
 

Condensed Consolidated Statement of Financial Position

As at 1 August 2020

 
 
                                                As at        As at          As at 
                                             1 August     3 August     1 February 
                                                 2020         2019           2020 
                                                 GBPm         GBPm           GBPm 
 Assets 
 Intangible assets                              404.6        463.8          413.7 
 Property, plant and equipment                2,243.5      2,693.2        2,420.1 
 Other assets                                    62.9         72.6           47.9 
 Investment in associate                          2.6          2.6            2.6 
 Total non-current assets                     2,713.6      3,232.2        2,884.3 
----------------------------------------  -----------  -----------  ------------- 
 
 Inventories                                    764.7        913.2          811.8 
 Trade and other receivables                    193.8        255.5          183.9 
 Cash and cash equivalents                    1,078.1        346.6          465.9 
 Total current assets                         2,036.6      1,515.3        1,461.6 
----------------------------------------  -----------  -----------  ------------- 
 
 Total assets                                 4,750.2      4,747.5        4,345.9 
----------------------------------------  -----------  -----------  ------------- 
 
 Liabilities 
 Interest-bearing loans and 
  borrowings                                  (251.6)      (187.5)         (20.4) 
 Lease liabilities                            (273.4)      (489.5)        (285.0) 
 Trade and other payables                   (1,171.8)      (922.3)        (900.7) 
 Provisions                                         -        (2.2)              - 
 Income tax liabilities                        (24.1)       (18.7)         (34.3) 
 Total current liabilities                  (1,720.9)    (1,620.2)      (1,240.4) 
----------------------------------------  -----------  -----------  ------------- 
 
 Interest-bearing loans and 
  borrowings                                   (61.6)       (41.0)         (15.6) 
 Lease liabilities                          (1,517.7)    (1,747.9)      (1,707.7) 
 Other payables                                (99.1)       (93.9)         (80.5) 
 Provisions                                         -        (1.0)              - 
 Deferred tax liabilities                       (9.8)       (16.2)         (12.5) 
----------------------------------------  -----------  -----------  ------------- 
 Total non-current liabilities              (1,688.2)    (1,900.0)      (1,816.3) 
----------------------------------------  -----------  -----------  ------------- 
 
 Total liabilities                          (3,409.1)    (3,520.2)      (3,056.7) 
----------------------------------------  -----------  -----------  ------------- 
 
   Total assets less total liabilities        1,341.1      1,227.3        1,289.2 
----------------------------------------  -----------  -----------  ------------- 
 
 Capital and reserves 
 Issued ordinary share capital                    2.4          2.4            2.4 
 Share premium                                   11.7         11.7           11.7 
 Retained earnings                            1,283.2      1,096.4        1,245.7 
 Other reserves                                (19.6)         39.2         (40.6) 
----------------------------------------  -----------  -----------  ------------- 
 
   Total equity attributable 
   to equity holders of the 
   parent                                     1,277.7      1,149.7        1,219.2 
----------------------------------------  -----------  -----------  ------------- 
 
 Non-controlling interest                        63.4         77.6           70.0 
----------------------------------------  -----------  -----------  ------------- 
 
   Total equity                               1,341.1      1,227.3        1,289.2 
----------------------------------------  -----------  -----------  ------------- 
 

Condensed Consolidated Statement of Changes in Equity

For the 26 weeks to 1 August 2020

 
                                                                                                          Total Equity 
                                                                                                          Attributable 
                                                                                              Foreign        To Equity 
                                   Ordinary                                                  Currency          Holders 
                                      Share     Share Premium     Retained      Other     Translation    Of The Parent 
                                    Capital              GBPm     Earnings     Equity         Reserve             GBPm 
                                       GBPm                           GBPm       GBPm            GBPm 
 
 Balance at 1 February 
  2020                                  2.4              11.7      1,245.7     (36.4)           (4.2)          1,219.2 
 
 Profit for the period                    -                 -         37.5          -               -             37.5 
 
 Other comprehensive 
  income: 
 Exchange differences 
  on translation of 
  foreign operations                      -                 -            -          -            21.0             21.0 
 
 Total other comprehensive 
  income                                  -                 -            -          -       21.0                  21.0 
------------------------------  -----------  ----------------  -----------  ---------  --------------  --------------- 
 
 Total comprehensive 
  income for the period                   -                 -         37.5          -            21.0             58.5 
 Dividends to equity                      -                 -            -          -               -                - 
  holders 
 Acquisition of 
 non-controlling                          -                 -            -          -               -                - 
 interest 
 Non-controlling 
  interest arising                        -                 -            -          -               -                - 
  on acquisition 
 
 Balance at 1 August 
  2020                                  2.4              11.7      1,283.2     (36.4)            16.8          1,277.7 
------------------------------  -----------  ----------------  -----------  ---------  --------------  --------------- 
 
 
 
                                        Total Equity 
                                     Attributable To            Non- 
                                      Equity Holders     Controlling      Total 
                                       Of The Parent        Interest     Equity 
                                                GBPm            GBPm       GBPm 
 
 Balance at 1 February 2020                  1,219.2            70.0    1,289.2 
 
 Profit for the period                          37.5          (10.4)       27.1 
 
 Other comprehensive income: 
 Exchange differences on translation 
  of foreign operations                         21.0             4.5       25.5 
 
 Total other comprehensive income               21.0             4.5       25.5 
------------------------------------------  --------  --------------  --------- 
 
 Total comprehensive income for the 
  period                                        58.5           (5.9)       52.6 
 Dividends to equity holders                       -           (1.0)      (1.0) 
 Acquisition of non-controlling interest           -               -          - 
 Non-controlling interest arising 
  on acquisition                                   -             0.3        0.3 
 
 Balance at 1 August 2020                    1,277.7            63.4    1,341.1 
------------------------------------------  --------  --------------  --------- 
 
 

Condensed Consolidated Statement of Changes in Equity (continued)

For the 26 weeks to 3 August 2019

 
                                                                                                          Total Equity 
                                                                                                          Attributable 
                                                                                              Foreign        To Equity 
                                   Ordinary                                                  Currency          Holders 
                                      Share     Share Premium     Retained      Other     Translation    Of The Parent 
                                    Capital              GBPm     Earnings     Equity         Reserve             GBPm 
                                       GBPm                           GBPm       GBPm            GBPm 
 
 Balance at 2 February 
  2019                                  2.4              11.7      1,016.3     (36.3)            14.7          1,008.8 
 
 Profit for the period                    -                 -         94.1          -               -             94.1 
 
 Other comprehensive 
  income: 
 Exchange differences 
  on translation of 
  foreign operations                      -                 -            -          -            61.4             61.4 
 
 Total other comprehensive 
  income                                  -                 -            -          -       61.4                  61.4 
------------------------------  -----------  ----------------  -----------  ---------  --------------  --------------- 
 
 Total comprehensive 
  income for the period                   -                 -         94.1          -            61.4            155.5 
 Dividends to equity 
  holders                                 -                 -       (14.0)          -               -           (14.0) 
 Acquisition of 
  non-controlling 
  interest                                -                 -            -      (0.6)               -            (0.6) 
 Non-controlling 
  interest arising                        -                 -            -          -               -                - 
  on acquisition 
 
 Balance at 3 August 
  2019                                  2.4              11.7      1,096.4     (36.9)            76.1          1,149.7 
------------------------------  -----------  ----------------  -----------  ---------  --------------  --------------- 
 
 
 
                                        Total Equity 
                                     Attributable To            Non- 
                                      Equity Holders     Controlling      Total 
                                       Of The Parent        Interest     Equity 
                                                GBPm            GBPm       GBPm 
 
 Balance at 2 February 2019                  1,008.8            68.0    1,076.8 
 
 Profit for the period                          94.1             3.9       98.0 
 
 Other comprehensive income: 
 Exchange differences on translation 
  of foreign operations                         61.4             4.3       65.7 
 
 Total other comprehensive income               61.4             4.3       65.7 
------------------------------------------  --------  --------------  --------- 
 
 Total comprehensive income for the 
  period                                       155.5             8.2      163.7 
 Dividends to equity holders                  (14.0)               -     (14.0) 
 Acquisition of non-controlling interest       (0.6)               -      (0.6) 
 Non-controlling interest arising 
  on acquisition                                   -             1.4        1.4 
 
 Balance at 3 August 2019                    1,149.7            77.6    1,227.3 
------------------------------------------  --------  --------------  --------- 
 
 

Condensed Consolidated Statement of Cash Flows

For the 26 weeks ended 1 August 2020

 
                                                         26 weeks        26 weeks      52 weeks 
                                                      to 1 August              to            to 
                                                             2020        3 August    1 February 
                                                             GBPm            2019          2020 
                                                                             GBPm          GBPm 
 Cash flows from operating activities 
 Profit for the period                                       27.1            98.0         250.7 
 Income tax expense                                          14.4            31.9          97.8 
 Financial expenses                                          34.2            41.6          79.8 
 Financial income                                           (0.7)           (0.4)         (1.7) 
 Depreciation and amortisation of 
  non-current assets                                        241.6           203.1         450.0 
 Forex losses / (gains) on monetary 
  assets and liabilities                                     17.1             6.8           9.9 
 Impairment of other intangibles 
  and non-current assets                                      4.9             0.2          12.9 
 Loss on disposal of non-current 
  assets                                                      0.2             2.2           6.3 
 Other exceptional items                        14         (17.8)             8.0          47.2 
 Impairment of goodwill and fascia 
  names                                                      33.3            20.7          43.1 
 Decrease / (increase) in inventories                        57.7          (59.1)         (9.5) 
 Increase in trade and other receivables                   (36.1)          (53.5)        (13.0) 
 Increase in trade and other payables                       248.6           100.8          58.1 
 Interest paid                                              (3.6)           (4.1)         (7.9) 
 Lease interest                                            (30.6)          (37.5)        (71.9) 
 Income taxes paid                                         (27.2)          (39.4)        (97.8) 
---------------------------------------------  ---  -------------      ----------  ------------ 
 
   Net cash from operating activities                       563.1           319.3         854.0 
---------------------------------------------  ---  -------------      ----------  ------------ 
 
 Cash flows from investing activities 
 Interest received                                            0.7             0.4           1.7 
 Proceeds from sale of non-current 
  assets                                                      0.4             1.9           3.1 
 Investment in software development                         (8.9)           (7.0)        (23.2) 
 Acquisition of property, plant and 
  equipment                                                (41.5)          (58.3)       (147.2) 
 Acquisition of non-current other 
  assets                                                    (1.9)           (4.5)         (6.8) 
 Acquisition of subsidiaries, net 
  of cash acquired                                         (32.0)          (89.3)        (89.3) 
 
   Net cash used in investing activities                   (83.2)         (156.8)       (261.7) 
---------------------------------------------  ---  -------------      ----------  ------------ 
 
 Cash flows from financing activities 
 Drawdown of interest-bearing loans 
  and borrowings                                            269.1            72.7        (88.6) 
 Repayment of lease liabilities                           (146.2)         (160.6)       (264.8) 
 Equity dividends paid                                          -               -        (16.7) 
 Dividends paid to non-controlling 
  interest in subsidiaries                                  (1.0)               -         (1.3) 
---------------------------------------------  ---  -------------  --------------  ------------ 
 
   Net cash provided by / (used in) 
   financing activities                                     121.9          (87.9)       (371.4) 
---------------------------------------------  ---  -------------  --------------  ------------ 
 
   Net increase in cash and cash equivalents                601.8            74.6         220.9 
 
   Cash and cash equivalents at the 
   beginning of the period                                  460.3           237.7         237.7 
 
           Foreign exchange gains on cash and 
                             cash equivalents                 6.7            11.2           1.7 
---------------------------------------------  ---  -------------  --------------  ------------ 
 
             Cash and cash equivalents at the 
                            end of the period             1,068.8           323.5         460.3 
---------------------------------------------  ---  -------------  --------------  ------------ 
 
 

Analysis of Net Cash

As at 1 August 2020

 
                                         At                 On                                       At 
                                 1 February        acquisition                   Non-cash      1 August 
                                       2020    of subsidiaries     Cashflow     movements          2020 
                                       GBPm               GBPm         GBPm          GBPm          GBPm 
 
 Cash at bank and in hand             465.9              (0.8)        606.3           6.7       1,078.1 
 Overdrafts                           (5.6)                  -        (3.7)             -         (9.3) 
                               ------------  -----------------  -----------  ------------  ------------ 
 
   Cash and cash equivalents          460.3              (0.8)        602.6           6.7       1,068.8 
                               ------------  -----------------  -----------  ------------  ------------ 
 
 Interest bearing loans 
  and borrowings: 
    Bank loans                       (29.7)                  -       (79.1)         (4.4)       (113.2) 
    Syndicated bank facility              -                  -      (190.0)             -       (190.0) 
    Other loans                       (0.7)                  -            -             -         (0.7) 
 
   Net Cash / (financial 
   debt)                              429.9              (0.8)        333.5           2.3         764.9 
                               ------------  -----------------  -----------  ------------  ------------ 
 
   Lease liabilities              (1,992.7)                  -        146.2          55.4     (1,791.1) 
                               ------------  -----------------  -----------  ------------  ------------ 
 
   Net Debt                       (1,562.8)              (0.8)        479.7          57.7     (1,026.2) 
                               ------------  -----------------  -----------  ------------  ------------ 
 
   1.    Basis of Preparation 

JD Sports Fashion Plc (the 'Company') is a company incorporated and domiciled in the United Kingdom. The unaudited half year financial report for the 26 week period to 1 August 2020 represents that of the Company and its subsidiaries (together referred to as the 'Group').

This half year financial report is an interim management report as required by DTR 4.2.3 of the Disclosure and Transparency Rules of the UK's Financial Conduct Authority and was authorised for issue by the Board of Directors on 8 September 2020.

The condensed set of financial statements included in this half year financial report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU. The annual financial statements of the Group are prepared in accordance with IFRS's as adopted by the EU. The comparative figures for the 52 week period to 1 February 2020 are not the Group's statutory accounts for that financial year. Those accounts have been reported on by the Group's Auditor and delivered to the Registrar of Companies. The Report of the Auditor was (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 of the Companies Act 2006.

The information contained in the half year financial report for the 26 week period to 1 August 2020 and 3 August 2019 has been reviewed and the independent review report for the 26 week period to 1 August 2020 is set out in the half year financial report.

As required by the Disclosure and Transparency Rules of the UK's Financial Conduct Authority, the half year financial report has been prepared by applying the same accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the 52 week period to 1 February 2020.

Adoption of New and Revised Standards

The Group continues to monitor the potential impact of other new standards and interpretations which have been or may be endorsed and require adoption by the Group in future reporting periods.

The Group does not consider that any other standards, amendments or interpretations issued by the IASB, but not yet applicable, will have a significant impact on the financial statements.

Alternative Performance Measures

The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by EU-adopted IFRS. These alternative performance measures may not be directly comparable with other companies' alternative performance measures and the Directors do not intend these to be a substitute for, or superior to, IFRS measures. The Directors believe that these alternative performance measures assist in providing additional useful information on the underlying performance of the Group. Alternative performance measures are also used to enhance the comparability of information between reporting periods, by adjusting for exceptional items, which could distort the understanding of the performance for the period. Further information can be found in the Glossary at the end of these Interim results. Terms are listed in alphabetical order.

Use of Estimates and Judgements

The preparation of interim financial statements 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.

In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the 52 week period to 1 February 2020.

Risks and Uncertainties

The Board has considered the risks and uncertainties for the remaining 26 week period to 30 January 2021 and determined that the risks presented in the Annual Report and Accounts 2020 noted below, remain relevant:

   --       Key suppliers and brands 
   --       Intellectual property 
   --       Warehouse operations 
   --       Environmental - climate change 
   --       Environmental - biodiversity, resources and water security 
   --       Social - human rights, labour standards and responsibility 
   --       Governance - anti-corruption, risk management, regulatory and compliance 
   --       Retail property factors 
   --       IT systems 
   --       Cyber security 
   --       COVID-19 
   --       Personnel 
   --       Brexit 
   --       Treasury and financial 

A major variable, and therefore risk, to the Group's financial performance for the remainder of the financial period is the sales and margin performance in the retail fascias, particularly in December and January. Further comment on this and other risks and uncertainties faced by the Group is provided in the Executive Chairman's statement included within this half year financial report.

Going Concern

At 1 August 2020, the Group had net cash balances of GBP765 million (1 Feb 2020: GBP430 million) with available committed borrowing facilities in the UK of GBP700 million (1 Feb 2020: GBP700 million) of which GBP190 million (1 Feb 2020: GBPnil) has been drawn down (see Analysis of Net Cash) and Asset Based Lending facilities in the United States of up to $300million of which $nil was drawn down (1 Feb 2020: $300m facilities, $nil drawn down). These facilities are subject to certain covenants. In addition, the Group also has access to GBP300 million of additional funding through the Bank of England's Covid Corporate Financing Facility (1 Feb 2020: GBPnil). With the facility in the UK of GBP700 million available up to 6 November 2024, the facility in the United States of up to $300m available up until 18 June 2023 and the Covid Corporate Financing Facility of GBP300 million available to March 2021, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

Notwithstanding the Group's strong financial position at the end of the period, it is clear that the effects of Covid-19 will likely result in a material reduction in revenue and profit for the period ending 30 January 2021 when compared against the expectations at the start of the financial year. To date, we have seen a decline in physical store revenue as stores have had to close which has been only partially countered by a strong online revenue performance as our customers have moved even more online. Only a relatively short period of time has elapsed since the re-opening of stores in our core markets although we are encouraged by the performance to date. However, we believe it is inevitable that there will be some level of permanent transfer from physical retail to online as a consequence of Covid-19.

To date we have taken a number of actions to strongly control cash and as at 1 September 2020 the Group had net cash balances of GBP711 million following a drawdown of GBP190 million from the available committed facilities in the UK of GBP700 million. The $300 million Asset Based Lending facility in the United States and the GBP300 million Covid Corporate Financing Facility remain undrawn.

Based on our experience of trading to date, the Group has reforecast and modelled a base case and a number of severe but plausible scenarios taking account of the length of any potential additional localised lockdowns, transition from physical sales to online, the resulting impact on margin and management's controllable mitigating actions on costs. These reforecasts cover the period to 30 September 2021 and on the base case and sensitised basis show that the Group will be able to operate within the levels of its agreed facilities and covenant requirements to 30 September 2021, being a period of at least 12 months from the date of approval of the interim statements.

Whilst the Directors consider that there is a degree of subjectivity involved in the assumptions that have modelled on the basis of the above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence to 30 September 2021 being a period of at least 12 months from the date of approval of these Interim Statements. Accordingly, they continue to adopt the going concern basis of accounting in preparing the Interim Statements.

   2.   Segmental Analysis 

IFRS 8 'Operating Segments' requires the Group's segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker to allocate resources to the segments and to assess their performance. The Chief Operating Decision Maker is considered to be the Executive Chairman of JD Sports Fashion Plc.

Information reported to the Chief Operating Decision Maker is focused on the nature of the businesses within the Group.

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 GBP190 million (2019: GBP125.0 million) and liabilities for taxation of GBP33.9 million (2019: GBP34.9 million) are included within the unallocated segment.

Each segment is shown net of intercompany transactions and balances within that segment. The eliminations remove intercompany transactions and balances between different segments which primarily relate to the net 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.

Business Segments

Information regarding the Group's operating segments for the 26 weeks to 1 August 2020 is reported below:

 
 
   Income statement 
                                  Sports 
                                 Fashion     Outdoor     Unallocated     Total 
                                    GBPm        GBPm            GBPm      GBPm 
 
 Gross revenue                   2,402.4       142.5               -   2,544.9 
 Intersegment revenue                  -           -               -         - 
                               ---------  ----------  --------------  -------- 
 Revenue                         2,402.4       142.5               -   2,544.9 
                               ---------  ----------  --------------  -------- 
 
   Operating profit / (loss) 
   before exceptional items        109.4      (14.0)               -      95.4 
 Exceptional items                     -      (20.4)               -    (20.4) 
                               ---------  ----------  --------------  -------- 
 
 Operating profit / (loss)         109.4      (34.4)               -      75.0 
 Financial income                      -           -             0.7       0.7 
 Financial expenses               (27.8)       (2.8)           (3.6)    (34.2) 
                               ---------  ----------  --------------  -------- 
 
 Profit before tax                  81.6      (37.2)           (2.9)      41.5 
 Income tax expense                                                     (14.4) 
                               ---------  ----------  --------------  -------- 
 
 Profit for the period                                                    27.1 
                               ---------  ----------  --------------  -------- 
 
 

Total assets and liabilities

 
                             Sports Fashion   Outdoor   Unallocated   Eliminations       Total 
                                       GBPm      GBPm          GBPm           GBPm        GBPm 
 
 Total assets                       4,572.0     268.3             -         (90.1)     4,750.2 
 Total liabilities                (3,068.7)   (206.6)       (223.9)           90.1   (3,409.1) 
                            ---------------  --------  ------------  -------------  ---------- 
 
   Total segment net 
   assets / (liabilities)           1,503.3      61.7       (223.9)              -     1,341.1 
                            ---------------  --------  ------------  -------------  ---------- 
 

The comparative segmental results for the 26 weeks to 3 August 2019 are as follows:

 
 
   Income statement 
                                  Sports 
                                 Fashion     Outdoor     Unallocated     Total 
                                    GBPm        GBPm            GBPm      GBPm 
 
 Gross revenue                   2,517.1       204.1               -   2,721.2 
 Intersegment revenue                  -           -               -         - 
                               ---------  ----------  --------------  -------- 
 Revenue                         2,517.1       204.1               -   2,721.2 
                               ---------  ----------  --------------  -------- 
 
   Operating profit / (loss) 
   before exceptional items        216.2      (16.4)               -     199.8 
 Exceptional items                 (3.6)      (25.1)               -    (28.7) 
                               ---------  ----------  --------------  -------- 
 
 Operating profit / (loss)         212.6      (41.5)               -     171.1 
 Financial income                      -           -             0.4       0.4 
 Financial expenses               (33.8)       (3.7)           (4.1)    (41.6) 
                               ---------  ----------  --------------  -------- 
 
 Profit before tax                 178.8      (45.2)           (3.7)     129.9 
 Income tax expense                                                     (31.9) 
                               ---------  ----------  --------------  -------- 
 
 Profit for the period                                                    98.0 
                               ---------  ----------  --------------  -------- 
 
 

Total assets and liabilities

 
                             Sports Fashion   Outdoor   Unallocated   Eliminations       Total 
                                       GBPm      GBPm          GBPm           GBPm        GBPm 
 
 Total assets                       4,407.6     493.5             -        (153.6)     4,747.5 
 Total liabilities                (3,058.8)   (455.1)       (159.9)          153.6   (3,520.2) 
                            ---------------  --------  ------------  -------------  ---------- 
 
   Total segment net 
   assets / (liabilities)           1,348.8      38.4       (159.9)              -     1,227.3 
                            ---------------  --------  ------------  -------------  ---------- 
 

Geographical Information

The Group's operations are located in the UK, Australia, Austria, Belgium, Canada, Denmark, Dubai, Finland, France, Germany, Hong Kong, India, Italy, Malaysia, the Netherlands, New Zealand, Portugal, Republic of Ireland, Singapore, South Korea, Spain and the Canary Islands, Sweden, Thailand and the United States of America.

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

 
              26 weeks to    26 weeks 
                 1 August          to 
                     2020    3 August 
                     GBPm        2019 
                                 GBPm 
 
 UK                 963.2     1,120.7 
 Europe             622.5       727.0 
 United 
  States            834.3       730.3 
 Rest of 
  world             124.9       143.2 
-----------  ------------  ---------- 
 
                  2,544.9     2,721.2 
  ---------  ------------  ---------- 
 

The revenue from any individual country, with the exception of the UK and the US, 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:

 
                       As at       As at 
                    1 August    3 August 
                        2020        2019 
                        GBPm        GBPm 
 
 UK                  1,089.4     1,328.2 
 Europe              1,040.7     1,213.5 
 United States         464.0       558.0 
 Rest of world         119.5       132.5 
----------------  ----------  ---------- 
 
                     2,713.6     3,232.2 
 ---------------  ----------  ---------- 
 
   3.   Exceptional Items 
 
 
                                              26 weeks     26 weeks       52 weeks 
                                                    to           to             to 
                                              1 August     3 August     1 February 
                                                  2020         2019           2020 
                                                  GBPm         GBPm           GBPm 
 
 Impairment of goodwill, brands 
  and fascia names (1*)                              -         20.7           43.1 
 Movement in fair value of put and 
  call options (2)                                   -          3.6           31.4 
 Integration of Outdoor systems 
  and warehouse (3)                                  -          4.4            7.2 
 Integration of Sport Zone into 
  Sprinter infrastructure (4)                        -            -            8.6 
 Restructuring of Go Outdoors (5)                 20.4            -              - 
 
   Administrative expenses - exceptional          20.4         28.7           90.3 
 
   Total exceptional items                        20.4         28.7           90.3 
-----------------------------------------  -----------  -----------  ------------- 
 

(1) The impairment in the prior period relates to the impairment of the goodwill arising in prior years on the acquisition of Go Outdoors Topco Limited (* included within (5) above in relation to 2020) and Choice Limited.

   (2)      Movement in the fair value of the liabilities in respect of the put and call options. 

(3) Costs arising from the integration and consolidation of the principal IT systems, warehousing and other infrastructure in Go Outdoors Limited.

(4) Costs associated with transferring the stocks and other operations of Sport Zone into the Sprinter infrastructure.

(5) The net impact consequent to the restructuring of Go Outdoors in the period including a charge of GBP33.3 million in relation to the impairment of intangible assets, a charge of GBP4.9 million in relation to the impairment of leasehold improvements and a credit of GBP17.8 million in relation to the extinguishment of lease commitments.

Items (1), (2) and (5) are exceptional items as they are not considered to be reflective of the underlying trading performance of the Group. Item (3) and (4) are presented as an exceptional item as these costs relate to one off projects.

   4.   Earnings per Ordinary Share 

Basic and diluted earnings per ordinary share

The calculation of basic and diluted earnings per ordinary share at 1 August 2020 is based on the profit for the period attributable to equity holders of the parent of GBP37.5 million (26 weeks to 3 August 2019: GBP94.1 million; 52 weeks to 1 February 2020: GBP246.1 million).

The weighted average number of ordinary shares outstanding during the 26 weeks to 1 August 2020 was 973,233,160 (26 weeks to 3 August 2019: 973,233,160; 52 weeks to 1 February 2020: 973,233,160), calculated as follows:

 
 
                                            26 weeks     26 weeks        52 weeks 
                                                  to        to                 to 
                                            1 August     3 August      1 February 
                                                2020       2019              2020 
 Issued ordinary shares at beginning 
  and end of period                      973,233,160   973,233,160    973,233,160 
                                        ------------  ------------  ------------- 
 

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 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.

 
 
                                             26 weeks     26 weeks         52 weeks 
                                                   to           to               to 
                                             1 August     3 August       1 February 
                                                 2020         2019             2020 
                                                 GBPm         GBPm             GBPm 
 
 Profit for the period attributable 
  to equity holders of the parent                37.5         94.1          246.1 
 Exceptional items excluding loss 
  on disposal of non-current assets              20.4         28.7           90.3 
 Tax relating to exceptional items                1.4        (0.5)          (3.0) 
 
   Profit for the period attributable 
   to equity holders of the parent 
   excluding exceptional items                   59.3        122.3          333.4 
                                          -----------  -----------  ------------- 
 Basic and diluted earnings per 
  ordinary share                                3.85p        9.67p         25.29p 
                                          -----------  -----------  ------------- 
 
   Adjusted basic and diluted earnings 
   per ordinary share                           6.09p       12.57p         34.26p 
                                          -----------  -----------  ------------- 
 
 
 
   5.   Acquisitions 

Current period acquisitions

Onepointfive Ventures Limited trading as Livestock ("Livestock")

On 10 February 2020, the Group acquired 100% of the issued share capital of Onepointfive Ventures Limited DBA Livestock ("Livestock") through a newly established Canadian holdco structure (JDSF Holdings (Canada) Inc "Holdco"). Consideration was comprised of GBP7.0 million in cash and 20% of the equity in Holdco. Effectively, the Group acquired 80% of Livestock. Based in Vancouver, this business and its management will provide the platform to develop JD in Canada.

Included within the provisional fair value of the net identifiable assets on acquisition is an intangible asset of GBP1.2 million, representing the "Livestock" fascia name. The Board believes that the excess of consideration paid over net assets on acquisition of GBP6.7 million is best considered as goodwill on acquisition representing future operating synergies. The provisional goodwill calculation is summarised below:

 
 
                                                                          Provisional 
                                                          Measurement      fair value 
                                           Book value     adjustments              at 
                                                 GBPm            GBPm      1 February 
                                                                                 2020 
                                                                                 GBPm 
 Acquiree's net assets at acquisition 
  date: 
 Intangible assets                                  -             1.2             1.2 
 Property, plant & equipment                      0.4               -             0.4 
 Right of Use assets                              0.5               -             0.5 
 Inventories                                      0.5               -             0.5 
 Cash and cash equivalents                      (0.8)               -           (0.8) 
 Trade and other receivables                      0.1               -             0.1 
 Trade and other payables                       (0.4)               -           (0.4) 
 Deferred tax liability                             -           (0.3)           (0.3) 
 Lease liabilities                              (0.5)               -           (0.5) 
 Corporation tax                                (0.3)               -           (0.3) 
 
   Net identifiable assets                      (0.5)             0.9             0.4 
                                        -------------  --------------  -------------- 
 
 Non-controlling interest                         0.1           (0.2)           (0.1) 
 
 Goodwill on acquisition                                                          6.7 
                                        -------------  --------------  -------------- 
 
   Consideration paid - satisfied in 
   cash                                                                           7.0 
                                        -------------  --------------  -------------- 
 

Included in the 26 week period ended 1 August 2020 is revenue of GBP3.7 million and a profit before tax of GBP0.4 million in respect of Livestock.

X4L (in administration)

On 22 July 2020, the Group acquired, via its 100% subsidiary X4L Gyms Limited, the business and certain assets of Wright Leisure Limited t/a Xercise4less following the Group being placed into administration on the same date.

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

The Board believes that Xercise4Less further strengthens the Group's presence in the growing UK fitness market with the acquisition providing immediate reach to a wider membership base as well as facilitating the Group's geographical presence in the market. Xercise4less is a well-established business with a wealth of knowledge in the UK fitness market which the board believes will be complementary to JD. The Board also believes that there will be significant operational and strategic benefits from a combination of the two businesses.

The Board believes the excess of cash consideration paid over the net identifiable assets on acquisition of GBP18.8 million is best considered as goodwill representing future operating synergies.

The provisional goodwill calculation is summarised below:

 
 
                                                                          Provisional 
                                                          Measurement      fair value 
                                           Book value     adjustments              at 
                                                 GBPm            GBPm      1 February 
                                                                                 2020 
                                                                                 GBPm 
 Acquiree's net assets at acquisition 
  date: 
 Intangible assets                               16.3          (16.3)               - 
 Property, plant & equipment                      7.8           (0.1)             7.7 
 Trade and other receivables                      0.1               -             0.1 
 Trade and other payables                           -           (2.4)           (2.4) 
 
   Net identifiable assets                       24.2          (18.8)             5.4 
                                        -------------  --------------  -------------- 
 
 Goodwill on acquisition                                                         18.8 
                                        -------------  --------------  -------------- 
 
   Consideration paid - satisfied in 
   cash                                                                          24.2 
                                        -------------  --------------  -------------- 
 

No revenue or profit was Included in the 26 week period ended 1 August 2020.

Prior period acquisitions

Footasylum Plc

On 18 February 2019, JD Sports Fashion Plc acquired 19,579,964 Footasylum Plc shares at prices between 50 pence and 75 pence per share, representing 18.7% of the issued ordinary share capital.

On 18 March 2019, in conjunction with the board of Footasylum Plc, JD Sports Fashion Plc announced the terms of an offer to be made for the remaining 81.3% of the ordinary share capital of Footasylum at a price of 82.5 pence per ordinary share. This offer was declared unconditional in all respects on 12 April 2019 with acceptances received for a total of 78,176,481 shares representing a further 74.8% of the issued ordinary share capital. On 26 April 2019, the first bulk transfer was made to acquire an additional 80.5m shares (in addition to the 19.5m already owned). The formal process to acquire the remaining Footasylum shares (incl the dissenting shareholders) was completed on 4 June 2019. Footasylum was delisted on 16 May 2019 and is expected to be converted from an unlisted Plc to a private company by 13 September 2019.

Footasylum is a UK-based fashion retailer founded in 2005 focusing on the footwear and apparel market. The company operates a multi-channel model which combines a store estate of 69 stores in a variety of high street, mall and retail park locations in cities and towns throughout Great Britain, with a strong online platform and a recently launched wholesale arm for distributing its own brand ranges via a network of partners.

Included within the provisional fair value of the net identifiable assets on acquisition is an intangible asset of GBP34.3 million representing the Footasylum fascia name and an intangible asset of GBP3.0 million for Footasylum exclusive brands. The Board believes the excess of cash consideration paid over the net identifiable assets on acquisition of GBP27.3 million is best considered as goodwill representing future operating synergies.

The Board believes that Footasylum is a well-established business with a strong reputation for lifestyle fashion and, with its offering targeted at a slightly older consumer to JD's existing offering, it is complementary to JD. The Board also believes that there will be significant operational and strategic benefits from a combination of the two businesses.

 
 
                                                                               Fair value 
                                                            Measurement                at 
                                             Book value     adjustments     3 August 2019 
                                                   GBPm            GBPm              GBPm 
 Acquiree's net assets at acquisition 
  date: 
 Intangible assets                                    -            37.3              37.3 
 Property, plant & equipment                       29.1           (3.5)              25.6 
 Right of use assets                              100.4               -             100.4 
 Inventories                                       39.6               -              39.6 
 Cash and cash equivalents                          5.7               -               5.7 
 Trade and other receivables                       19.4               -              19.4 
 Deferred tax assets / (liabilities)                0.2           (6.3)             (6.1) 
 Trade and other payables - current              (42.0)               -            (42.0) 
 Trade and other payables - non-current           (0.2)               -             (0.2) 
 Lease liabilities                              (107.5)               -           (107.5) 
 Interest bearing loans and borrowings           (13.5)               -            (13.5) 
 
   Net identifiable assets                         31.2            27.5              58.7 
                                          -------------  --------------  ---------------- 
 
 Goodwill on acquisition                                                             27.3 
                                          -------------  --------------  ---------------- 
 
   Consideration paid - satisfied in 
   cash                                                                              86.0 
                                          -------------  --------------  ---------------- 
 

Given that this transaction was reviewed by the Competition and Markets Authority ('CMA'), the directors of the company have had to assess whether or not the Group had control over Footasylum. In making their judgement, the Board considered the Group's ability to direct the relevant activities of Footasylum during the investigation period. Ultimately, after careful consideration, the Board concluded that the Group had control and, accordingly, Footasylum should be consolidated from the date of acquisition.

The CMA subsequently announced in its Final Report on 6 May 2020 that it was prohibiting the merger and that, consequently, it required the Group to fully divest its investment. The Group is currently in negotiations with the CMA as to how the disposal process will be conducted and monitored and has also made a claim for Judicial Review to the Competition Appeal Tribunal. Consequently, at the date of this announcement, the exact nature and timing of the disposal process is unknown and the Group may not recover the carrying value as part of this disposal.

Rascal Clothing Limited

On 5 February 2019, the Group acquired 50% of the issued share capital of Rascal Clothing Limited ('Rascal') for cash consideration of GBP2.5 million with additional consideration of up to GBP1.0 million payable if certain performance criteria were achieved. Rascal is a wholesaler and online retailer of sports inspired leisurewear. At acquisition, management believed that Rascal was on course to meet the performance criteria for the maximum contingent consideration to be payable and therefore the fair value of the contingent consideration at this time was GBP1.0 million.

The Group has the ability to direct the relevant activities of Rascal Clothing and there are restrictions on the existing shareholders via a shareholder agreement. Accordingly, the Board have concluded that the Group has control and that Rascal Clothing should be consolidated from the date of acquisition.

The Board believes that the excess of consideration paid over the net assets on acquisition of GBP2.2 million is best considered as goodwill on acquisition representing future operating synergies.

Pretty Green Limited

On 4 April 2019, the Group acquired, via its 100% subsidiary PG2019 Limited, the business and certain assets of Pretty Green Limited (in administration), the boutique men's clothing brand, from its administrator. The acquisition included the business, brand and website as well as a flagship store in Manchester. Cash consideration of GBP1.5 million was paid on completion with the Group also assuming a further GBP1.8 million of debt.

Included within the provisional fair value of the net identifiable assets on acquisition is an intangible asset of GBP1.0 million representing the Pretty Green fascia name and an intangible asset of GBP0.7 million representing the Pretty Green brand name. The Board believes the excess of cash consideration paid over the net identifiable assets on acquisition of GBP2.7 million is best considered as goodwill representing future operating synergies.

Giulio Fashion Limited

On 30 April 2019, the Group acquired 80% of the issued share capital of Giulio Fashion Limited including two wholly owned subsidiaries, Giulio Limited (a trading company) and Giulio Woman Limited (a dormant company) for cash consideration of GBP3.0 million. The acquisition included put and call options over the remaining stores exercisable after 3 years.

The Board believes the excess of cash consideration paid over the net identifiable assets on acquisition of GBP2.7 million is best considered as goodwill representing future operating synergies.

Other acquisitions

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

   5.   Half Year Report 

As indicated in the 2012 Notice of Annual General Meeting, in line with many other listed companies the company will no longer be issuing a hard copy of the half year report. Instead, the Group has decided to make the half year report available via the Company's website.

Accordingly the half year report will be available for downloading from www.jdplc.com from mid October 2020. Paper based copies will be available on application to the Company Secretary, JD Sports Fashion Plc, Hollinsbrook Way, Pilsworth, Bury, Lancashire, BL9 8RR.

Disclaimer

This announcement contains certain forward-looking statements with respect to the financial condition, results, operations and businesses of JD Sports Fashion plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts.

Glossary (terms are listed in alphabetical order)

The Directors measure the performance of the Group based on a range of financial measures, including measures not recognised by EU-adopted IFRS. These alternative performance measures may not be directly comparable with other companies' alternative performance measures and the Directors do not intend these to be a substitute for, or superior to, IFRS measures. The Directors believe that these alternative performance measures assist in providing additional useful information on the underlying performance of the Group.

Alternative Performance Measures are also used to enhance the comparability of information between reporting periods, by adjusting for exceptional items. Exceptional items are disclosed separately as they are not considered reflective of the year on year trading performance of the Group. The separate reporting of exceptional items, which are presented as exceptional within the relevant category in the Consolidated Income Statement, helps provide an indication of the Group's underlying business performance.

Adjusted earnings per share

The calculation of basic and diluted earnings per share is detailed in Note 4. Adjusted basic and diluted earnings per ordinary share have been based on the profit for the period attributable to equity holders of the parent for each financial period but excluding the post-tax effect of certain exceptional items. A reconciliation between basic earnings per share and adjusted earnings per share is shown below:

 
 
                                          26 weeks          26 weeks       52 weeks 
                                             to                   to             to 
                                          1 August          3 August     1 February 
                                            2020                2019           2020 
 Basic earnings per share                    3.85p             9.67p         25.29p 
 Exceptional items excluding loss on 
  disposal of non-current 
  assets                                     2.10p             2.95p          9.27p 
 Tax relating to exceptional items           0.14p           (0.05p)        (0.30p) 
                                       -----------  ----------------  ------------- 
 
 Adjusted earnings per share                 6.09p            12.57p         34.26p 
                                       -----------  ----------------  ------------- 
 

Comparable accounting basis

Restating the performance using property lease costs under IAS 17 'Leases'.

Core

The Group's core Sports Fashion fascia is JD and the Group's core market is the UK and Republic of Ireland.

EBITDA

Earnings before interest, tax, depreciation and amortisation.

 
                                               26 weeks    26 weeks      52 weeks 
                                                     to          to            to 
                                               1 August    3 August    1 February 
                                                   2020        2019          2020 
                                                   GBPm        GBPm          GBPm 
 
 Profit for the period                             27.1        98.0         250.7 
 Addback: 
 Financial expenses                                34.2        41.6          79.8 
 Income tax expense                                14.4        31.9          97.8 
 Depreciation, amortisation and impairment 
  of non-current assets                           241.6       203.1         462.9 
 Exceptional items                                 20.4        28.7          90.3 
 Deduct: 
 Financial income                                 (0.7)       (0.4)         (1.7) 
                                             ----------  ----------  ------------ 
 
 EBITDA                                           337.0       402.9         979.8 
                                             ----------  ----------  ------------ 
 

LFL (Like for Like) sales

The percentage change in the year-on-year sales, removing the impact of new store openings and closures in the current or previous financial year .

Glossary (terms are listed in alphabetical order)

Net Cash

Net cash consists of cash and cash equivalents together with interest-bearing loans and borrowings.

Operating profit before exceptional items

A reconciliation between operating profit and exceptional items can be found in the Condensed Consolidated Income Statement.

Profit before tax and exceptional items (Headline profit)

A reconciliation between profit before tax and profit before tax and exceptional items is as follows:

 
 
                                              26 weeks     26 weeks       52 weeks 
                                                    to           to             to 
                                              1 August     3 August     1 February 
                                                  2020         2019           2020 
                                                  GBPm         GBPm           GBPm 
 
 Profit before tax                                41.5        129.9          348.5 
 Exceptional items                                20.4         28.7           90.3 
                                           -----------  -----------  ------------- 
 
 Profit before tax and exceptional items          61.9        158.6          438.8 
                                           -----------  -----------  ------------- 
 

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END

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