Annual Report 2011 SECTION 1 OVERVIEW 01 2011 Highlights 02 Sports Direct at a Glance 04 Our Brands 06 Chairman’s Statement SECTION 2 THE BUSINESS REVIEW 08 Chief Executive’s Report 24 Financial Review SECTION 3 MANAGEMENT AND GOVERNANCE 34 The Board 36 Directors’ Report 41 Corporate Governance Report 48 Directors’ Remuneration Report 53 Directors’ Responsibilities Statement 54 Corporate Responsibility Report SECTION 4 FINANCIAL STATEMENTS AND NOTES 60 Report of the Independent Auditor to the Members of Sports Direct International plc 62 Consolidated Income Statement 63 Consolidated Statement of Comprehensive Income 64 Consolidated Balance Sheet 65 Consolidated Cash Flow Statement 66 Consolidated Statement of Changes in Equity 67 Notes to the Financial Statements 103 Report of the Independent Auditor to the Members of Sports Direct International plc 105 Company Balance Sheet 106 Notes to the Company Financial Statements 110 Consolidated Five Year Record SECTION 5 ADDITIONAL INFORMATION 111 Shareholder Information 112 Notes Highlights • Group revenue up 10.2% to £1,599m (2010: £1,452m) • UK Retail up 11.3% to £1,245m (2010: £1,118m) • International Retail up 10.3% to £132.3m (2010: £119.9m) • Brands division down 1.5% to £187.7m (2010: £190.5m) • Underlying EBITDA up 24.9% to £200.4m (2010: £160.4m) • Underlying profit before tax up 32.7% to £135.5m (2010: £102.1m) • Reported profit before tax down 0.6% to £118.8m (2010: £119.5m) • Group gross margin increased by 60 basis points to 41.2% (2010: 40.6%) • UK Retail gross margin increased to 41.9% (2010: 41.3%) • Underlying earnings per share up 35.9% to 16.83p (2010: 12.39p) • UK Retail like-for-like gross contribution increased by 6.6% • Substantially reduced net debt by 52.3% to £148.9m (2010: £311.9m) • Net debt to underlying EBITDA of 0.74 times • The Board decided not to recommend a final dividend • Growth in Brands Licensing - 95 new licensees during the year • Nike Academy - training nearly 1,000 employees • Continued International expansion with our first stores opening in Portugal • Continued to strengthen our UK market leading position P.1 SECTION 1 OVERVIEW SPORTS DIRECT INTERNATIONAL PLC ANNUAL REPort 2011 Sports Direct at a Glance Retail Where We Are The Group’s UK stores (other than Field & Trek) supply a wide The Group has retail interests outside the UK and has a flexible range of competitively priced sports and leisure equipment, approach to entry into new markets. These interests include clothing, footwear and accessories under a mix of brands. We wholly owned retail outlets (in Belgium, Holland, France, stock third party brands including adidas, Nike, Reebok and Luxembourg, Slovenia and Portugal trading as Sports Direct), Puma. Group owned brands include Dunlop, Slazenger and joint ventures with other retailers (such as in Heatons stores Lonsdale and we also use licensed in brands. in Northern Ireland and the Republic of Ireland) stores within another retailer’s store (as in Cyprus). Since December 2010 we A significant proportion of the revenue in the stores is derived have acquired a 50.1% stake in the third largest sports retailer in from the sale of the Group owned and licensed in branded Portugal, Mega Sport who operate out of 15 stores. products, which allows the retail business to generate higher margins, while at the same time differentiating the Group’s stores from its competitors, both in terms of the range of products on sale and the competitive prices at which they are offered. Going Forward The Group intends to continue to enhance its varied store portfolio in both the UK and overseas. We are consistently progressing with our strategy to identify partners in new territories while expanding operations in the countries where we currently have a presence. Plans are in place to expand our International Retail operations into all 17 countries that have adopted the Euro As at 24 April 2011 the Group operated out of 393 stores in the within five years. United Kingdom (excluding Northern Ireland). The majority of stores trade under the SPORTSDIRECT.com fascia, although Field & Trek stores trade under their own fascia. Field & Trek operates out of 19 stores in the UK, selling a wide range of camping and outdoor equipment, waterproof clothing and footwear, including leading brands such as Berghaus, Merrell and Salomon. Current Presence UK Retail TOTAL RETAIL SALES SPACE OF c.3.8M SQ FT 393 Stores International Retail TOTAL RETAIL SALES SPACE OF c.778,000* SQ FT 118 Stores 44 Belgium 39 Ireland ** 14 Slovenia 04 Netherlands 04 Cyprus 10 Portugal 02 France 01 Luxemburg * EXCLUDING HEATONS ** JOINT VENTURE WITH HEATONS Target countries in 5 years Future targets P.2 In-Store The Group continues to enhance its in store offering with dedicated areas for specialist product collections. Since 2007 we have owned 25% of Brasher Leisure, trading as Sweatshop to develop SheRunsHeRuns in our stores. To date 50% of stores have a dedicated SheRunsHeRuns area and 15% have a Field & Trek product range. Our newest collaboration with Soccer Scene and The Boot Room are currently in 80% of Stores. Online Online revenue continues to be an area of growth and we are looking at opportunities to develop this revenue stream further. The system is built and serviced in-house and the website has benefitted from the increase in recognition of the online brand now that 331 stores have the SPORTSDIRECT.com fascia. Online retail sales currently account for 7.7% of total retail revenue and it is expected to reach 10% in the next financial year. TV Advertising WEB TRAFFIC SINCE LAUNCHING OUR TV ADVERTISING CAMPAIGN In March 2010 the Group 4 ran its first advertising campaign which saw a 3.5 marked increase in both RS product specific and new O customer web traffic. A 3 second campaign was VISIT launched in the autumn of 2010 and we have 2.5 been running a 26 week campaign since then of 2 fortnightly TV adverts. MAY APRIL JUNE JULY MARCH MARCH AUGUST JANUARY OCTOBER FEBRUARY SEPTEMBER NOVEMBERDECEMBER P.3 SECTION 1 OVERVIEW SPORTS DIRECT INTERNATIONAL PLC ANNUAL REPort 2011 Our Brands The Group’s portfolio includes a wide variety of world famous The licensing business licenses third parties to apply sport, fashion and lifestyle brands. Group owned brands to non-core products manufactured and distributed by those third parties, and third parties The Group’s Retail division sells products under these Group are currently licensed in different product areas in over brands in its stores, and the Brands division exploits the 100 countries. The Brands division is closely involved brands through its wholesale and licensing businesses. in the development of licensed products and monitors licensees and their manufacturers to ensure product The Brands division wholesale business sells the quality, presentation and consistency with the appropriate brands’ core products, such as Dunlop tennis rackets brand strategy. and Slazenger tennis balls, to wholesale customers and distributors throughout the world, obtaining far The Brands division continue to sponsor a variety of wider distribution for these products than would be prestigious events and retain a base of globally recognised, the case if their sale was restricted to Group stores. high profile sports men and women. The wholesale business also wholesales childrenswear and other clothing. Retail Brands 88% of Group sales 12% of Group sales Wholesale Licensing 86% of Brands sales 14% of Brands sales Leading sports equipment 100 years of tennis heritage. manufacturers for over 70 years. Renowned worldwide for 100 years Prestige fight sports brand. of boxing prowess. Pioneering boxing brand with huge The original ‘women only’ surf brand. fashion and style credentials. Karrimor outdoor equipment is selected by the world’s most Young women’s fashion brand. accomplished mountaineers. The number one specialist Top British football and sports badminton brand, established over equipment brand. 150 years ago. The most iconic headwear brand Elite women’s fitness brand. with huge celebrity following. Extreme sports and lifestyle Californian influenced fashion brand clothing brand. with worldwide style status. Manufacturers of quality British Global leader of genuine golf, sports sports equipment since 1881. and lifestyle apparel. Fashion leaders in skiwear Iconic technical skiwear brand. since 1960. P.4 TM P.5 SECTION 1 OVERVIEW SPORTS DIRECT INTERNATIONAL PLC ANNUAL REPort 2011 Chairman’s Statement The Group delivered a strong operational and financial Investigations performance in what continues to be a tough market environment. Growth has been achieved across all key financial In October 2010 the Serious Fraud Office concluded its measures with revenue and EBITDA growing impressively and investigations into Sports Direct and JJB Sports PLC, bringing debt reduced. Our customers have backed our industry leading no charges against the Company or individuals within it. position on both price and quality all of which positions us well We are pleased this lengthy investigation has come to an end for the future. and that Sports Direct was, as management have always believed, absolved of any wrongdoing. The OFT enquiry, with We strive for improvement in every aspect of our business. In which we continue to cooperate, is still ongoing. this regard, we continue to improve the quality of our stores, invest in staff training and expand our range of products. We are in continual dialogue with our major brand suppliers to Keith Hellawell obtain a broader range of their product. We believe, due to our Non-Executive Chairman discounting pricing policy, this would allow more consumers to have access to these goods. 14 July 2011 Employee bonus share scheme Central to the success of the Group over the last few years has been the highly motivating Employee Bonus Share Scheme.