The Warehouse Group Limited logo

The Warehouse Group 2017 Interim Results Announcement

Half Year Results8 March 2017WHSConsumer Discretionary

The Warehouse Group Limited

26 The Warehouse Way

Northcote, Auckland 0627

PO Box 33470, Takapuna

Auckland 0740, New Zealand


phone +64 9 489 7000

fax +64 9 489 7444

web www.twg.co.nz





9 March 2017



Listed Company Relations

New Zealand Exchange Limited




The Warehouse Group Limited


Unaudited results for the 26 weeks ended 29 January 2017



Attached financial information as required by NZX Listing Rule 10.4.2


1. Appendix 1 disclosures for the 26 weeks ended 29 January 2017, Summary

Income Statement for the 26 weeks ended 29 January 2017 together with

second quarter sales

2. 2017 Interim Result Presentation

3. Media Release

4. Appendix 7 detailing a distribution of ordinary dividend of 10.0 cps to be paid on

13 April 2017 to those shareholders on the company’s share register as at

5.00pm NZT 3 April 2017

5. Interim Consolidated Unaudited Financial Statements for the 26 weeks ended

29 January 2017

6. Auditors Independent Review Report






Kerry Nickels

Company Secretary

---

Reporting Period
Previous Reporting Period

REPORTED Amount (NZ$ 000s) Percentage change

Revenue from ordinary activities NZ$ 1,622,183 up 3.4 %

Profit from ordinary activities after tax attributable to

shareholders

NZ$ 13,555 down (76.3)%

Net profit attributable to shareholders NZ$ 13,555 down (76.3)%

ADJUSTED Amount (NZ$ 000s) Percentage change

Adjusted profit from ordinary activities after tax attributable to

shareholders

NZ$ 39,677 down (12.9)%

Adjusted net profit attributable to shareholders NZ$ 39,677 down (12.9)%

Distributions Amount per share Imputed amount per share

Interim dividend 10.00 cents 3.8889 cents

Record date - Interim dividend 03 April 2017

Payment date - Interim dividend 13 April 2017

Comments

Asset Backing January 2017 January 2016

Net tangible asset backing per ordinary share 109.2 cents 117.1 cents

Basis of Report

Accounting Standards

This market announcement is based on financial statements which have been the subject of a review by the Group's auditor.

The auditor's review report and the financial statements are provided with this preliminary final report.

The information below supplements the information disclosed in the attached financial statements and management

commentary. All figures are NZ$ unless otherwise stated.

The interim financial statements of the Group have been prepared in accordance with the requirements of the Financial

Reporting Act 2013, the Companies Act 1993 and the New Zealand Stock Exchange (NZX). The Warehouse Group Limited is

registered under the Companies Act 1993 and is an FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act

2013.

THE WAREHOUSE GROUP LIMITED

Results for announcement to the market

1 August 2016 to 29 January 2017

3 August 2015 to 31 January 2016

Refer to media release.

Reporting Period 1 August 2016 to 29 January 2017
Previous Reporting Period 3 August 2015 to 31 January 2016

GLOSSARY OF TERMS USED IN THIS RELEASE

"Reported" information is per the audited financial statements

"Gross Profit" equates to Retail sales less retail cost of goods sold

"EBIT" refers to Earnings before interest and tax from continuing operations

"Operating Profit" refers to EBIT from continuing operations less unusual items

"CODB" refers to costs of doing business and equates to the difference between gross profit and operating profit

"NPAT" refers to Net Profit after tax and minority interests

"Retail operating profit" refers to operating profit excluding the financial services business

"Adjusted NPAT or Adjusted Profit" refers to NPAT adjusted for the after tax effect of unusual items.

THE WAREHOUSE GROUP LIMITED

Supplementary Information

"Unusual items" refers to any profits or losses from the disposal of properties or investments, goodwill impairment, direct costs

and adjustments relating to business acquisitions or disposals and costs connected with restructuring the Group

"Trading EBITDA" refers to Earnings before interest, tax, depreciation and amortisation from both continuing and discontinued

operations

- 2 -

Reporting Period 1 August 2016 to 29 January 2017
Previous Reporting Period 3 August 2015 to 31 January 2016

SUMMARY INCOME STATEMENT

(NZ $000)2017 2016 % Change

The Warehouse975,097 973,081 + 0.2%

Warehouse Stationery 138,775 137,789 + 0.7%

Noel Leeming422,149 379,844 + 11.1%

Torpedo786,402 76,126 + 13.5%

Other group operations5,436 10,114 - 46.3%

Inter-segment eliminations(15,997)(16,505)

RETAIL SALES1,611,862 1,560,449 + 3.3%

Finance business10,321 8,080

TOTAL REVENUE1,622,183 1,568,529 + 3.4%

The Warehouse59,508 65,486 - 9.1%

Warehouse Stationery 6,455 6,009 + 7.4%

Noel Leeming9,207 6,390 + 44.1%

Torpedo72,424 1,712 + 41.6%

Other group operations(7,670)(3,801)

RETAIL OPERATING PROFIT69,924 75,796 - 7.7%

Finance business(5,155)(2,679)

TOTAL OPERATING PROFIT64,769 73,117 - 11.4%

Gain/(Loss) on disposal of property(812)5,391

Gain on business disposals- 9,950

Operating model restructuring costs(3,961)-

Goodwill impairment (Financial Services Group)(22,714)-

Contingent consideration- 675

Direct costs relating to acquisitions- (479)

Equity earnings of associate- 723

EBIT (Earnings Before Interest and Tax)37,282 89,377 - 58.3%

Net interest expense(8,878)(9,402)- 5.6%

Income tax expense(14,766)(18,881)

TAX PAID PROFIT13,638 61,094 - 77.7%

Minority interests(83)(3,893)

TAX PAID PROFIT13,555 57,201 - 76.3%

ADJUSTED PROFIT39,677 45,553 - 12.9%

OPERATING MARGIN

The Warehouse6.1 % 6.7 % - 60 bp

Warehouse Stationery 4.7 % 4.4 % + 30 bp

Noel Leeming2.2 % 1.7 % + 50 bp

Torpedo72.8 % 2.2 % + 60 bp

Retail Group4.3 % 4.9 % - 60 bp

TAX PAID PROFIT MARGIN0.8 % 3.7 % - 290 bp

THE WAREHOUSE GROUP LIMITED

Supplementary Information

- 3 -

Reporting Period 1 August 2016 to 29 January 2017
Previous Reporting Period 3 August 2015 to 31 January 2016

ADJUSTED NET PROFIT RECONCILIATION

(NZ $000)2017 2016

ADJUSTED NET PROFIT39,677 45,553

Add back: Unusual items

Gain on business disposals- 9,950

Direct costs relating to acquisitions- (479)

Operating model restructuring costs(3,961)-

Goodwill impairment (Financial Services Group)(22,714)-

Contingent consideration- 675

Gain/(Loss) on disposal of property(812)5,391

(27,487)15,537

Less: Taxation

Income tax relating to unusual items1,336 (1,509)

Income tax expense related to depreciation recovered on building disposals29 1,234

Unusual items after tax(26,122)15,262

Minority interest- (3,614)

NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT13,555 57,201

Operating model restructuring costs - refer Financial Statements note: 14

Financial Services Group goodwill impairment - refer Financial Statements note: 10

Property disposals - refer Financial Statements note: 9

Business disposals - refer Financial Statements note: 15

Directly attributable acquisition costs - refer Financial Statements note: 16

Contingent consideration

During the previous half year period the Group settled the final instalment of contingent consideration payable on the Insight Traders

acquisition (September 2012) for $0.675 million less than the amount previously estimated.

During the current half year the Group sold two store properties, and a parcel of land for a combined net consideration of $14.904 million

realising a pre-tax loss of $0.812 million. During the first half of the comparative year the Group sold one store property and a parcel of

surplus land which realised a pre-tax profit of $5.391 million.

THE WAREHOUSE GROUP LIMITED

Supplementary Information

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of

performance and consider it provides a better understanding of underlying business performance and the Group also uses it as the basis for

determining dividend payments (after adjusting for losses from the Financial Services Group). Adjusted net profit makes allowance for the

after tax effect of unusual items which are not directly connected with the Group’s normal trading activities. The Group defines unusual items

as any profits or losses from the disposal of properties or investments, goodwill impairment, direct costs and adjustments relating to business

acquisitions or disposals and costs connected with restructuring the Group.

Directly attributable acquisition costs relate to the costs associated with increasing the Groups TWFSL shareholding from 49% to 100% in

September 2015.

Business disposals represents the sale of the Group’s Pet.co.nz business and also a notional business disposal of the Group’s associate

investment in The Warehouse Financial Services Limited (TWFSL).

The Group is making a series of changes to its business operating model. The changes are designed to drive an improvement in financial

performance, reduce costs and generate greater customer relevance. One-time restructuring costs of changing the business operating model

are estimated to be between $10 million to $13 million of which $3.961 million were incurred prior to balance date with the remaining costs

associated with the transition expected to be incurred in the second half of the current financial year.

The goodwill associated with the Groups investment in the Financial Services Group has been fully written off after a period where the

trading performance has been below expectations and a strategy review has indicated that it will take longer for the loan book to achieve the

desired scale with a breakeven date for the business forecast in 2021 rather than 2018 as previously expected.

- 4 -

Reporting Period 1 August 2016 to 29 January 2017
Previous Reporting Period 3 August 2015 to 31 January 2016

Quarterly Retail Sales information:

SalesSales

(1 August 2016 to 30 October 2016)

20172016

(NZ$ Million) (NZ$ Million)

The Warehouse 377.5 373.9 + 1.0 % + 1.7 %

Warehouse Stationery63.7 62.8 + 1.4 % + 2.3 %

Noel Leeming (NLG)183.6 163.9 + 12.0 % + 10.5 %

Torpedo737.8 33.9 + 11.5 %

SalesSales

(31 October 2016 to 29 January 2017)

20172016

(NZ$ Million) (NZ$ Million)

The Warehouse 597.6 599.2 - 0.3 %

+ 1.0 %

Warehouse Stationery75.1 75.0 + 0.1 % + 0.3 %

Noel Leeming (NLG)238.5 215.9 + 10.5 % + 9.5 %

Torpedo748.6 42.2 + 15.2 %

SalesSales

(1 August 2016 to 29 January 2017)

20172016

(NZ$ Million) (NZ$ Million)

The Warehouse 975.1 973.1 + 0.2 %

+ 1.3 %

Warehouse Stationery138.8 137.8 + 0.7 % + 1.2 %

Noel Leeming (NLG)422.1 379.8 + 11.1 % + 9.9 %

Torpedo786.4 76.1 + 13.5 %

Store Numbers

201720162017201620172016

Start Quarter 293 92 77 77 67 66

End Quarter 292 93 77 77 67 66

201720162017201620172016

Start Quarter 2504,551 497,702 73,472 70,549 71,959 71,222

End Quarter 2501,098 501,143 73,591 71,079 71,959 71,222

- - 1 -

- - - -

- 1 - -

First quarter sales

Change in

sales

Change in

same store

sales

Year to date sales

Store footprint (Square Metres)The Warehouse

THE WAREHOUSE GROUP LIMITED

Supplementary Information

Second quarter sales

Change in

sales

Change in

same store

sales

Noel LeemingWarehouse Stationery

Change in

sales

Change in

same store

sales

The WarehouseNoel LeemingWarehouse Stationery

Noel Leeming

Store changes during the quarterNew Store

Replacement

stores

Store Closure

Store

Extension/

Reduction

The Warehouse

Warehouse Stationery

-5-

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_________________________________________________________________________________

To: Market Information Services Section

NZX Limited

_________________________________________________________________________________


Auckland, 9 March 2017


The Warehouse Group (NZX.WHS) Interim Results for the 26 weeks ended 29 January 2017

A mixed first half performance across the portfolio

The Board of The Warehouse Group today announced an Adjusted

i

Net Profit After Tax result of $39.7M for the

half (HY17), down 12.9% compared to $45.6M in HY16, in line with recent guidance. Reported Net Profit After Tax

for the period was $13.6M compared to $57.2M in HY16. Group retail sales for the period were $1,611.9M, up

3.3% compared to HY16.


First half performance was mixed across the brands with a subdued peak seasonal trading period and intense

competition driving margin pressure. Weak performance in the core Warehouse (‘Red Sheds’) business coupled

with a larger year on year loss in Financial Services could only be partially offset by the strong results from Noel

Leeming.


Gross profit of $519.0M at Group level increased by 1.2 % compared to HY16 while costs of doing business of

$449.1M increased by 2.8% compared to HY16 with employee costs representing the largest component of the

increase.


The Group has recognised significant one-off costs in the period in the reported result (excluded from Adjusted Net

Profit) arising from Group operating model changes ($4.0M) and the full non-cash impairment of goodwill relating

to prior Financial Services ($22.7M) acquisitions. Further restructuring charges will be recognised in the second

half as the changes to the Group operating model are implemented.


Work has progressed on strategic initiatives in the first half including changes to the Group’s operating model that

are necessary to accelerate our strategy. The emphasis on range curation and EDLP (every day low prices) is

making steady progress. These are all important steps to position the business for the future to maintain relevance

to our customers, reduce complexity and drive operating efficiency.


The Warehouse


The Warehouse (‘Red Sheds’) reported sales of $975.1M for HY17, an increase of 0.2% or $2.0M compared to the

same period last year. Same store sales increased 1.3% in the half. Operating profit for the half was $59.5M, a

decrease of $6.0M or 9.1% on HY16.


Weaker demand in seasonal categories and promotional changes in the first quarter impacted sales momentum.

Transactions were slightly lower than HY16 but offset by increased basket values. An increase in the direct

sourcing mix in the period helped to counter some of the margin pressures including currency movements.


Warehouse Stationery


Warehouse Stationery (‘Blue Sheds’) reported sales of $138.8M for HY17, an increase of 0.7% or $1.0M compared

to the same period last year. Same store sales increased 1.2% in the half. Operating profit of $6.5M increased by

7.4% over the same period last year.


Solid demand over the peak trading period contributed to a steady underlying performance and market share gain.

Sales mix provided some gross margin challenges, but were offset by cost management.


Noel Leeming


Noel Leeming reported sales of $422.1M for HY17, an 11.1% increase on the same period last year. Same store

sales increased by 9.9% in the half. Operating profit for the half was $9.2M, an increase of $2.8M or 44.1% on

HY16.


Market share gains supported by successful promotional events and offers, together with a focus on margin

management have contributed to a strong performance in the period. Most categories performed well and the main

challenge continues to be high mix of low margin cellular phone sales. Year on year growth is expected to soften

in the second half as the business cycles the anniversary of the exit of Dick Smith from the market.



Torpedo 7 Group

Torpedo7 Group reported sales of $86.4M for HY17, up 13.5% on the HY16. Operating profit of $2.4M increased

by 41.6% over the same period last year. The performance of the Torpedo7 retail stores continued to build in the

period and the 1-Day online daily deals business delivered profitable growth.


Financial Services


The Financial Services business reported an operating loss of $5.2M for H1 FY17, increased from $2.7M in HY16,

which was a period when the company was still in pre-launch for a time. The transition from the legacy Westpac

JV businesses delivered results weaker than expected and incurred costs of change. With card spend below

expectations these have contributed to the increased losses in the period. Following a detailed review of the

business by the Financial Services Board, a non-cash impairment of goodwill of $22.7M has been recognised in

the reported result. This reflects the difficulties of an early-stage business with developing cash flows supporting

the strategic value component of business acquisitions. Actions taken in the period have stabilised the performance

of the business ahead of the new CEO joining the business in March.


Online


Group online sales in NZ were $106.2M, up 25.1% compared to the same period last year. The Warehouse

business saw an increased mix from online sales which were supported by a variety of promotions over the

Christmas trading period.


The Warehouse Group Strategy and Outlook


The mixed first half performance emphasises the need for the business to accelerate change, and execute on the

retailing fundamentals with precision to restore sustainable profitable growth. The Group Strategy outlined at the

FY16 full year is now in implementation.


“The new operating model will drive greater operational synergies, particularly in the Red and Blue sheds, increase

our focus on e-commerce and digital capabilities, and allow Group to play a stronger and more objective role in

guiding the performance of the portfolio,” said Nick Grayston, Group CEO


“The second half of this financial year will therefore represent a period of transition as we prepare the organisation

for future success whilst at the same time ensuring we stabilise current performance trends.


“Our strategy is to get our retail fundamentals right in today’s changing retail environment and invest to remain

relevant for our customers. We must compete effectively and ensure the sustainability of our business in the long

term”, said Nick Grayston” The company must evolve and not doing so is the riskiest decision this company could

make”.


Consequently, subject to any material shifts in anticipated trading conditions, the Directors expect the second half

performance to be marginally below that of the second half of last financial year. The expected Adjusted Net Profit

After Tax for the year is between $54.0M and $58.0M, representing a 10% to 15% profit decline year on year.


The full year dividend is targeted to be 15 cents per share, comprising the 10 cents interim dividend and a final

dividend targeted to be 5 cents. This targeted 15 cents per share pay out for FY17 is subject to no significant

change in trading, ensuring we are meeting our obligations under our Bank and Bond covenants and providing

appropriate levels of funding for strategic initiatives.


ENDS


Background: The Warehouse Group Limited


The Warehouse Group Limited comprises 92 Warehouse stores, 72 Noel Leeming stores. 5 Lifestyle Appliance stores and 67

Warehouse Stationery stores in New Zealand and several online businesses. The company had turnover of $2.9 billion in FY16 and

employs over 12,000 people.


Contact details regarding this announcement:


Investors and Analysts: Mark Yeoman, Group Chief Financial Officer

To be contacted via Kim Russell +64 9 488 3285 or +64 21 452 860


Media: Nick Grayston, Group Chief Executive Officer

To be contacted via Tanya Henderson +64 21 718 953


i

A reconciliation of adjusted net profit to reported net profit is detailed on page 4 of the NZX release and in note 4 of the interim financial statements.

Certain transactions such as any profits or losses from the disposal of properties, goodwill impairment, direct costs and adjustments relating to

business acquisitions or disposals and costs connected with restructuring the Group can make the comparisons of profits between periods difficult.

The Group monitors adjusted net profit as a key indicator of performance and uses it as the basis for determining dividends and believe it helps

investors to understand how the underlying business in performing.

---

Appendix 7 of Listing Rules.
Number of pages including this one

(Please provide any other relevant

New Zealand Stock Exchange Listing Rule 7.12.2. For rights, Listing Rules 7.10.9 and 7.10.10. details on additional pages)

For change to allotment, Listing Rule 7.12.1, a separate advice is required.

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapital

If ticked, stateFull

non-renouncable

changeCallDividend

whether:

InterimYearSpecial

EXISTING securities affected by this

If more than one security is affected by the event, use a separate form.

Description of theISIN

class of securities

If unknown, contact NZX

Details of securities issued pursuant to this eventIf more than one class of security is to be issued, use a separate form for each class.

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

Dividend payable, Call payable, Exercise price, Conversion price, Redemption price, Application money.

Source of

Payment

Amount per security

Excluded income

(only applicable to PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FWP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the Listing Rules)

Record Date 5pmApplication Date

For calculation of entitlements -Also, Call Payable, Dividend /

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

Entitlement letters, call notices,For the issue of new securities.

conversion notices mailedMust be within 5 business days

of record date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:

Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:

Security Code:

Cease Quoting Old Security 5pm:

Notice of event affecting securities

(09) 488 3241

Directors' resolution

03201708

Retained earnings

Date Payable

$0.000000$0.000000

EMAIL: announce@nzx.com

Joan Withers

THE WAREHOUSE GROUP LIMITED

Ordinary Shares (346,843,120)

$0.006944$0.038889$

13 April, 20173 April, 2017

Enter N/A if not

applicable

13 April, 2017

In dollars and cents

Not Applicable

$0.100

New Zealand dollars$0.017647

$34,684,312

(09) 489 8900

NZ WHSE 000 1S6













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The Warehouse Group Limited
For the 26 weeks ended 29 January 2017

Interim Financial Statements


Consolidated Income Statements

Unaudited Unaudited Audited

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

29 January 31 January 31 July

Note

2017 2016 2016

$ 000 $ 000 $ 000

Retail sales

3

1,611,862 1,560,449 2,924,682

Finance business revenue10,321 8,080 20,352

Total revenue1,622,183 1,568,529 2,945,034

Cost of retail goods sold(1,092,854) (1,047,617) (1,966,510)

Other income4,375 5,142 8,858

Lease and occupancy expenses(76,422)(74,504)(148,916)

Employee expenses(258,662)(248,970)(483,812)

Depreciation and amortisation expenses

3

(29,912)(29,674)(59,660)

Other operating expenses(103,939)(99,789)(187,209)

Operating profit

3

64,769 73,117 107,785

Unusual items

4

(27,487)15,537 15,679

Equity earnings of associate

17

- 723 723

Earnings before interest and tax37,282 89,377 124,187

Net interest expense(8,878)(9,402)(17,891)

Profit before tax28,404 79,975 106,296

Income tax expense(14,766)(18,881)(23,820)

Net profit for the period13,638 61,094 82,476

Attributable to:

Shareholders of the parent

13,555 57,201 78,338

Minority interests83 3,893 4,138

13,638 61,094 82,476

Basic earnings per share3.9 cents 16.6 cents 22.7 cents

Diluted earnings per share3.9 cents 16.5 cents 22.6 cents

Consolidated Statements of Comprehensive Income

Unaudited Unaudited Audited

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

29 January 31 January 31 July

2017 2016 2016

$ 000 $ 000 $ 000

Net profit for the period13,638 61,094 82,476

Items that may be reclassified subsequently to the Income Statement

Movement in cash flow hedge reserve net of tax13,423 (22,260)(45,990)

Total comprehensive income for the period27,061 38,834 36,486

Attributable to:

Shareholders of the parent26,978 34,941 32,348

Minority interest83 3,893 4,138

Total comprehensive income27,061 38,834 36,486

2


Consolidated Statements of Changes in Equity

Employee

Share

Share Treasury Hedge Benefits Retained Minority Total

(Unaudited)

Capital Stock Reserves Reserve Earnings Interest Equity

For the 26 weeks ended 29 January 2017

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000

Balance at the beginning of the period365,517 (7,832)(22,439)3,623 173,872 167 512,908

Profit for the half year- - - - 13,555 83 13,638

Movement in derivative cash flow hedges- - 18,340 - - - 18,340

Movement in de-designated hedges- - 303 - - - 303

Tax related to movement in hedge reserve- - (5,220)- - - (5,220)

- - 13,423 - 13,555 83 27,061

Share rights charged to the income statement- - - 1,048 - - 1,048

Share rights exercised- 2,224 - (2,505)281 - -

Dividends paid- - - - (17,342)(67)(17,409)

Treasury stock dividends received- - - - 73 - 73

Balance at the end of the period365,517 (5,608)(9,016)2,166 170,439 183 523,681

Employee

Share

Share Treasury Hedge Benefits Retained Minority Total

(Unaudited)

Capital Stock Reserves Reserve Earnings Interest Equity

For the 26 weeks ended 31 January 2016

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000

Balance at the beginning of the period365,517 (7,302)23,551 2,937 157,154 2,425 544,282

Profit for the half year- - - - 57,201 3,893 61,094

Movement in derivative cash flow hedges- - (31,218)- - - (31,218)

Movement in de-designated hedges- - 301 - - - 301

Tax related to movement in hedge reserve- - 8,657 - - - 8,657

Total comprehensive income- - (22,260)- 57,201 3,893 38,834

Share rights charged to the income statement- - - 1,876 - - 1,876

Share rights exercised- 1,789 - (2,311)522 - -

Dividends paid- - - - (17,342)(142)(17,484)

Treasury stock dividends received- - - - 89 - 89

Purchase of treasury stock- (1,127)- - - - (1,127)

Balance at the end of the period365,517 (6,640)1,291 2,502 197,624 6,176 566,470

Employee

Share

Share Treasury Hedge Benefits Retained Minority Total

(Audited)

Capital Stock Reserves Reserve Earnings Interest Equity

For the 52 weeks ended 31 July 2016

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000

Balance at the beginning of the period365,517 (7,302)23,551 2,937 157,154 2,425 544,282

Profit for the year- - - - 78,338 4,138 82,476

Movement in derivative cash flow hedges- - (64,480)- - - (64,480)

Movement in de-designated hedges- - 605 - - - 605

Tax related to movement in hedge reserve- - 17,885 - - - 17,885

Total comprehensive income- - (45,990)- 78,338 4,138 36,486

Contributions by and distributions to owners:-

Share rights charged to the income statement- - - 3,208 - - 3,208

Share rights exercised- 2,001 - (2,522)521 - -

Dividends paid- - - - (55,495)(3,522)(59,017)

Treasury stock dividends received- - - - 280 - 280

Purchase of treasury stock- (2,531)- - - - (2,531)

Purchase of minority interest- - - - (6,926)(2,874)(9,800)

Balance at the end of the period365,517 (7,832)(22,439)3,623 173,872 167 512,908

3


Balance Sheets

Unaudited Unaudited Audited Unaudited Unaudited Audited Unaudited Unaudited Audited

As at As at As at As at As at As at As at As at As at

29 January 31 January 31 July 29 January 31 January 31 July 29 January 31 January 31 July

Note

2017 2016 2016 2017 2016 2016 2017 2016 2016

ASSETS

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000

Current assets

Cash and cash equivalents

11

44,535 43,737 49,881 38,888 39,098 36,531 5,647 4,639 13,350

Finance business receivables74,675 73,496 73,565 - - - 74,675 73,496 73,565

Trade and other receivables

6

80,427 88,670 77,059 77,878 85,587 72,434 2,549 3,083 4,625

Available for sale property

9

52,281 7,394 52,277 52,281 7,394 52,277 - - -

Inventories540,513 534,972 501,713 540,513 534,972 501,713 - - -

Derivative financial instruments

12

500 9,067 621 500 9,067 621 - - -

Taxation receivable- - - - - - 5,543 3,213 3,352

Total current assets792,931 757,336 755,116 710,060 676,118 663,576 88,414 84,431 94,892

Non-current assets

Property, plant and equipment

9

252,929 335,938 271,043 251,787 334,776 269,791 1,142 1,162 1,252

Intangible assets

10

146,504 162,637 166,394 122,486 118,437 120,218 24,018 44,200 46,176

Investment in finance business- - - 45,880 66,810 76,797 - - -

Derivative financial instruments

12

291 296 738 291 296 738 - - -

Deferred taxation48,439 37,933 49,597 45,875 35,390 47,304 2,564 2,543 2,293

Total non-current assets448,163 536,804 487,772 466,319 555,709 514,848 27,724 47,905 49,721

Total assets1,241,094 1,294,140 1,242,888 1,176,379 1,231,827 1,178,424 116,138 132,336 144,613

LIABILITIES

Current liabilities

Borrowings

11

81,162 123,751 125,202 81,162 123,751 125,202 - - -

Trade and other payables

7

329,092 274,992 271,308 322,274 268,717 264,424 6,818 6,275 6,884

Derivative financial instruments

12

9,634 1,871 25,133 9,634 1,871 25,133 - - -

Taxation payable667 4,758 2,068 6,210 7,971 5,420 - - -

Provisions

8

49,525 53,677 58,915 48,682 52,911 58,108 843 766 807

Total current liabilities470,080 459,049 482,626 467,962 455,221 478,287 7,661 7,041 7,691

Non-current liabilities

Borrowings

11

164,121 189,372 164,534 164,121 189,372 164,534 - - -

Securitised borrowings

11

62,597 58,485 60,125 - - - 62,597 58,485 60,125

Derivative financial instruments

12

1,855 3,261 4,845 1,855 3,261 4,845 - - -

Provisions

8

18,760 17,503 17,850 18,760 17,503 17,850 - - -

Total non-current liabilities247,333 268,621 247,354 184,736 210,136 187,229 62,597 58,485 60,125

Total liabilities717,413 727,670 729,980 652,698 665,357 665,516 70,258 65,526 67,816

Net assets523,681 566,470 512,908 523,681 566,470 512,908 45,880 66,810 76,797

EQUITY

Contributed equity359,909 358,877 357,685 359,909 358,877 357,685 - - -

Reserves(6,850)3,793 (18,816)(6,850)3,793 (18,816)- - -

Retained earnings170,439 197,624 173,872 170,439 197,624 173,872 - - -

Investment in finance business- - - - - - 45,880 66,810 76,797

Total equity attributable to shareholders523,498 560,294 512,741 523,498 560,294 512,741 45,880 66,810 76,797

Minority interest183 6,176 167 183 6,176 167 - - -

Total equity523,681 566,470 512,908 523,681 566,470 512,908 45,880 66,810 76,797

Net assets per share151.7 cents 164.2 cents 148.9 cents

CONSOLIDATEDRETAIL GROUPFINANCIAL SERVICES

4


Consolidated Statements of Cash Flows

Unaudited Unaudited Audited

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

29 January 31 January 31 July

Note

2017 2016 2016

Cash flows from operating activities

$ 000 $ 000 $ 000

Cash received from customers1,613,069 1,563,921 2,944,555

Payments to suppliers and employees(1,509,992) (1,464,313) (2,745,746)

Income tax paid(20,091)(18,264)(28,037)

Interest paid(8,344)(8,809)(16,495)

74,642 72,535 154,277

Loans repaid by finance business customers86,898 76,247 148,306

New loans to finance business customers(82,998)(72,952)(140,123)

Net cash flows from operating activities78,542 75,830 162,460

Cash flows from investing activities

Proceeds from sale of property, plant and equipment14,827 14,204 39,488

Proceeds from business disposal- - 6,382

Dividend received from associate

17

- 2,695 2,695

Purchase of property, plant, equipment and software(38,434)(37,355)(75,180)

Contingent consideration(1,000)(1,575)(1,575)

Acquisition of minority interest- - (9,800)

Acquisition of subsidiaries, net of cash acquired

16

- (4,363)(4,363)

Other items- 3 3

Net cash flows from investing activities(24,607)(26,391)(42,350)

Cash flows from financing activities

Proceeds from / (Repayment) retail borrowings(43,651)(18,335)(41,825)

Proceeds from / (Repayment) securitised borrowings2,472 (144)1,496

Repayment of finance leases(629)(764)(1,402)

Purchase of treasury stock- (1,127)(2,531)

Treasury stock dividends received 73 89 280

Dividends paid to parent shareholders(17,479)(17,474)(55,920)

Dividends paid to minority shareholders(67)(142)(2,522)

Net cash flows from financing activities(59,281)(37,897)(102,424)

Net cash flow(5,346)11,542 17,686

Opening cash position49,881 32,195 32,195

Closing cash position44,535 43,737 49,881

Reconciliation of Operating Cash Flows

Profit after tax13,638 61,094 82,476

Non-cash items

Depreciation and amortisation expenses

3

29,912 29,674 59,660

Goodwill impairment

10

22,714 - -

Share based payment expense1,048 1,876 3,208

Interest capitalisation272 321 621

Movement in deferred tax(3,977)(5,626)(7,977)

Movement in de-designated derivative hedges218 217 436

Share of surplus retained by associate- (723)(723)

Total non-cash items50,187 25,739 55,225

Items classified as investing or financing activities

Net loss/ (gain) on sale of property, plant and equipment1,289 (5,010)(4,392)

Gain on business disposal

15

- (9,950)(9,950)

Direct costs relating to acquisitions

16

- 479 479

Contingent consideration- (675)(675)

Supplementary dividend tax credit137 132 425

Total investing and financing adjustments1,426 (15,024)(14,113)

Changes in assets and liabilities

Trade and other receivables(3,368)(7,880)(3,681)

Finance business receivables(1,110)(2,258)(2,327)

Inventories(38,800)(25,408)7,851

Trade and other payables66,450 23,486 18,054

Provisions(8,480)9,887 15,471

Income tax(1,401)6,194 3,504

Total changes in assets and liabilities13,291 4,021 38,872

Net cash flows from operating activities78,542 75,830 162,460

5


Notes to the Financial Statements

1. GENERAL INFORMATION

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SEGMENT INFORMATION

The interim financial statements of the Group have been prepared in accordance with Generally Accepted Accounting Practice in New Zealand (NZ

GAAP). They comply with NZ IAS 34 Interim Financial Reporting and IAS 34 Interim Financial Reporting and consequently, do not include all the

information required for full financial statements. These Group interim financial statements should be read in conjunction with the annual report for the

year ended 31 July 2016.

These financial statements have been prepared under the historical cost convention except for the revaluation of certain financial instruments

(including derivative instruments). The reporting currency used in the preparation of the financial statements is New Zealand dollars, rounded to the

nearest thousands unless otherwise stated.

The accounting policies that materially affect the measurement of the interim financial statements have been applied on a consistent basis with those

used in the audited financial statements for the 52 weeks ended 31 July 2016 and the unaudited interim financial statements for the 26 weeks ended

31 January 2016.

There have been no significant changes in accounting polices applied by the Group during the current half year period.

Seasonality

The Group's revenue and profitability follow a seasonal pattern with higher sales and operating profits typically achieved in the first half of the financial

year as a result of additional sales generated during the Christmas trading period.

Approval of Financial Statements

These consolidated interim financial statements were approved for issue by the Board of Directors on 8 March 2017. Unless as otherwise stated, the

financial statements have been reviewed by our Auditors, but are not audited.

The Warehouse Group Limited and its subsidiaries (together the “Group”) operates in the New Zealand Retail and Financial Services sectors.

The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand and registered under the New Zealand

Companies Act 1993. The address of its registered office is Level 8, 120 Albert Street, PO Box 2219, Auckland. The Group is listed on the New

Zealand stock exchange.

The interim financial statements of the Group have been prepared in accordance with the requirements of the Financial Reporting Act 2013, the

Companies Act 1993 and the New Zealand Stock Exchange (NZX). The Warehouse Group Limited is registered under the Companies Act 1993 and is

an FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act 2013.

Operating segments

The Group has four main operating segments trading in the New Zealand retail sector and one in the financial services sector. The operating

segments are managed separately with their own management, stores and infrastructure. These segments form the basis of internal reporting used

by Management and the Board of Directors to monitor and assess performance and assist with strategy decisions.

The Warehouse

The Warehouse is predominantly a general merchandise and apparel retailer, with 92 stores located throughout New Zealand.

Warehouse Stationery

Warehouse Stationery is a stationery retailer, with 67stores located throughout New Zealand.

Noel Leeming

Noel Leeming is a consumer electronics and home appliances retailer, with 77 stores located throughout New Zealand.

Torpedo7

Torpedo7 is a multi-channel retailer operating both online through a variety of websites and through 12 stores stores located throughout New Zealand.

Finance Business

The Financial Services Group is a credit card business offering credit to customers through various branded credit cards. In September 2015 the

Group gained control over The Warehouse Financial Services Limited (TWFSL) when it acquired 100% of the company’s share capital and

significantly increased the scale of this business (refer note 15).

Other Group operations

This segment includes the Group’s property operations, which owns a number of stores and distribution centres occupied by the other business

segments. This segment also includes the Group’s corporate function and Waikato Valley Chocolates, which supplies products to The Warehouse.

Transfer prices between business segments are set on an arm’s length basis in a manner similar to third parties. Segment revenues and expenses

include transfers between segments, which are eliminated on consolidation.

6


Notes to the Financial Statements - continued

3. SEGMENT INFORMATION - (Continued)

Operating performance

(Unaudited)(Unaudited)(Audited)(Unaudited)(Unaudited)(Audited)

26 Weeks 26 Weeks 52 Weeks 26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended Ended Ended Ended

29 January 31 January 31 July 29 January 31 January 31 July

2017 2016 2016 2017 2016 2016

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000

The Warehouse975,097 973,081 1,760,708 59,508 65,486 89,376

Warehouse Stationery 138,775 137,789 279,155 6,455 6,009 14,288

Noel Leeming 422,149 379,844 752,137 9,207 6,390 12,050

Torpedo786,402 76,126 148,660 2,424 1,712 3,380

Other Group operations5,436 10,114 13,201 (7,670)(3,801)(7,929)

Inter-segment eliminations(15,997)(16,505)(29,179)- - -

Retail Group1,611,862 1,560,449 2,924,682 69,924 75,796 111,165

Financial Services Group10,321 8,080 20,352 (5,155)(2,679)(3,380)

1,622,183 1,568,529 2,945,034 64,769 73,117 107,785

Unallocated revenue/(expenses)

Gain/(Loss) on disposal of property

(812)5,391 5,533

Gain on business disposals- 9,950 9,950

Operating model restructuring costs(3,961)- -

Goodwill impairment (Financial Services Group)(22,714)- -

Contingent consideration- 675 675

Direct costs relating to acquisitions- (479)(479)

Equity earnings of associate- 723 723

Earnings before interest and tax37,282 89,377 124,187

Net interest expense(8,878)(9,402)(17,891)

Net profit before taxation for the period28,404 79,975 106,296

Attributable to:

Retail Group

58,565 84,186 113,412

Finance business(30,161)(4,211)(7,116)

Net profit before taxation for the period28,404 79,975 106,296

- - -

Operating margin

The Warehouse (%)6.1 6.7 5.1

Warehouse Stationery (%)4.7 4.4 5.1

Noel Leeming (%)2.2 1.7 1.6

Torpedo7 (%)2.8 2.2 2.3

Total Retail Group (%)4.3 4.9 3.8

Capital expenditure and depreciation

(Unaudited)(Unaudited)(Audited)(Unaudited)(Unaudited)(Audited)

26 Weeks 26 Weeks 52 Weeks 26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended Ended Ended Ended

29 January 31 January 31 July 29 January 31 January 31 July

Note

2017 2016 2016 2017 2016 2016

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000

The Warehouse18,330 16,730 41,301 20,332 20,612 41,105

Warehouse Stationery1,386 2,491 5,296 3,403 3,206 6,578

Noel Leeming 6,996 2,578 6,875 4,044 3,567 7,484

Torpedo7185 332 781 571 627 1,240

Other Group operations2,541 5,566 10,156 704 1,055 1,803

Retail Group29,438 27,697 64,409 29,054 29,067 58,210

Finance business1,303 6,102 9,017 858 607 1,450

Total Group

9

30,741 33,799 73,426 29,912 29,674 59,660

REVENUEOPERATING PROFIT

DEPRECIATION & AMORTISATIONCAPITAL EXPENDITURE

7


Notes to the Financial Statements - continued

3. SEGMENT INFORMATION - (Continued)

Balance sheet information

(Unaudited)(Unaudited)(Audited)(Unaudited)(Unaudited)(Audited)

As at As at As at As at As at As at

29 January 31 January 31 July 29 January 31 January 31 July

Note

2017 2016 2016 2017 2016 2016

$ 000 $ 000 $ 000 $ 000 $ 000 $ 000

The Warehouse492,567 494,939 481,322 210,479 188,189 183,502

Warehouse Stationery85,345 89,316 78,021 38,569 37,748 33,084

Noel Leeming 176,379 164,467 154,374 126,137 92,249 103,548

Torpedo750,131 53,161 49,504 11,956 11,861 10,870

Other Group operations138,198 176,956 150,886 2,575 9,084 9,378

Retail Group942,620 978,839 914,107 389,716 339,131 340,382

Finance business102,382 99,227 102,903 7,661 7,041 7,691

Operating assets / liabilities1,045,002 1,078,066 1,017,010 397,377 346,172 348,073

Unallocated assets / liabilities

Cash and borrowings

11

44,535 43,737 49,881 307,880 371,608 349,861

Derivative financial instruments

12

791 9,363 1,359 11,489 5,132 29,978

Intangible Goodwill and Brands

10

102,327 125,041 125,041 - - -

Taxation48,439 37,933 49,597 667 4,758 2,068

Total1,241,094 1,294,140 1,242,888 717,413 727,670 729,980

4. ADJUSTED NET PROFIT

Adjusted net profit reconciliation

(Unaudited)(Unaudited)(Audited)

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

29 January 31 January 31 July

Note

2017 2016 2016

$ 000 $ 000 $ 000

Adjusted net profit39,677 45,553 64,110

Add back: Unusual items

Gain on business disposals

15

- 9,950 9,950

Direct costs relating to acquisitions

16

- (479)(479)

Operating model restructuring costs

14

(3,961)- -

Goodwill impairment (Financial Services Group)

10

(22,714)- -

Contingent consideration- 675 675

Gain/(Loss) on disposal of property

9

(812)5,391 5,533

Unusual items before taxation(27,487)15,537 15,679

Income tax relating to unusual items1,336 (1,509)(1,545)

Income tax expense related to depreciation recovered on building disposals29 1,234 3,708

Unusual items after taxation(26,122)15,262 17,842

Minority interest

15

- (3,614)(3,614)

Net profit attributable to shareholders of the parent13,555 57,201 78,338

5. DIVIDENDS

Dividends paid

(Unaudited)(Unaudited)(Audited)(Unaudited)(Unaudited)(Audited)

26 Weeks 26 Weeks 52 Weeks 26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended Ended Ended Ended

29 January 31 January 31 July 29 January 31 January 31 July

2017 2016 2016 2017 2016 2016

$ 000 $ 000 $ 000

Prior year final dividend5.0 5.0 5.0 17,342 17,342 17,342

Interim dividend- - 11.0 - - 38,153

Total dividends paid5.0 5.0 16.0 17,342 17,342 55,495

TOTAL ASSETSTOTAL LIABILITIES

CENTS PER SHAREDIVIDENDS PAID

Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of

performance and consider it provides a better understanding of underlying business performance and the Group also uses it as the basis for

determining dividend payments (after adjusting for losses from the Financial Services Group). Adjusted net profit makes allowance for the after tax

effect of unusual items which are not directly connected with the Group’s normal trading activities. The Group defines unusual items as any profits or

losses from the disposal of properties or investments, goodwill impairment, direct costs and adjustments relating to business acquisitions or

disposals and costs connected with restructuring the Group.

On 8 March 2017 the Board declared a fully imputed interim dividend of 10.0 cents per ordinary share to be paid on 13 April 2017 to all shareholders

on the Group's share register at the close of business on 3 April 2017.

8


Notes to the Financial Statements - continued

6. TRADE AND OTHER RECEIVABLES

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

Note

2017 2016 2016

$ 000 $ 000 $ 000

Trade receivables44,576 47,853 41,131

Prepayments10,538 9,214 11,092

Business disposal proceeds receivable

15

1,000 8,411 1,000

Rebate accruals and other debtors24,313 23,192 23,836

80,427 88,670 77,059

7. TRADE AND OTHER PAYABLES

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

2017 2016 2016

$ 000 $ 000 $ 000

Trade creditors and accruals242,724 215,036 198,828

Goods in transit creditors18,681 14,728 19,673

Capital expenditure creditors1,719 7,634 9,412

Goods and services tax37,913 10,679 11,109

Reward schemes, lay-bys, Christmas club deposits and gift vouchers16,147 16,284 18,010

Contingent consideration- 1,000 1,000

Interest accruals1,505 1,698 1,597

Payroll accruals10,403 7,933 11,679

Total trade and other payables329,092 274,992 271,308

8. PROVISIONS

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

2017 2016 2016

$ 000 $ 000 $ 000

Current liabilities49,525 53,677 58,915

Non-current liabilities18,760 17,503 17,850

Total provisions68,285 71,180 76,765

Provisions consist of:

Employee entitlements55,416 58,337 64,256

Make good provision7,868 7,279 7,613

Sales returns provision4,119 4,171 3,689

Onerous lease882 1,393 1,207

Total provisions68,285 71,180 76,765

9


Notes to the Financial Statements - continued

9. PROPERTY, PLANT, EQUIPMENT AND COMPUTER SOFTWARE

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

Note

2017 2016 2016

$ 000 $ 000 $ 000

Available for sale property52,281 7,394 52,277

Property, plant and equipment252,929 335,938 271,043

Computer software

10

44,177 37,596 41,353

Net book value349,387 380,928 364,673

Movement in property, plant, equipment and software

Balance at the beginning of the period364,673 386,709 386,709

Capital expenditure

3

30,741 33,799 73,426

Depreciation and amortisation

3

(29,912)(29,674)(59,660)

Disposals(16,115)(9,906)(35,802)

Balance at the end of the period349,387 380,928 364,673

10. INTANGIBLE ASSETS

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

Note

2017 2016 2016

$ 000 $ 000 $ 000

Computer software

9

44,177 37,596 41,353

Brands23,523 23,523 23,523

Goodwill78,804 101,518 101,518

Net book value146,504 162,637 166,394

Movement in Goodwill

Balance at the beginning of the period101,518 92,295 92,295

Goodwill impairment (Financial Services Group)(22,714)- -

Disposal of business - Goodwill

15

- (2,477)(2,477)

Acquisition of businesses - Goodwill

16

- 11,700 11,700

Balance at the end of the period78,804 101,518 101,518

The Group performs a detailed impairment assessment annually of the Group's intangible assets and considers if there has been any indicators of

impairment at each interim reporting date. The Group’s interim review did not identify any significant indicators of impairment in any of the Group’s

Cash Generating Units with the exception of the Financial Services Group goodwill, which would require an impairment charge.

Financial Services Goodwill impairment

The trading performance from The Financial Services Group during the current half year continued to be below expectation caused largely by a fewer

than expected number of the cardholders (acquired as part of the Westpac acquisition - refer note 16) taking up new card offers. This resulted in the

board reviewing the outlook for the Financial Services Group and looking at various alternative strategies to gain the scale necessary for the business

to achieve profitability.

As a result of this review current forecasts show that it will take longer to achieve the desired scale of the loan book and the breakeven date for the

business has been extended from 2018 to 2021. The review also indicated that the carrying value of the business is impaired and accordingly the

board has decided to write off all the goodwill attributed to the Financial Services business.

Property Sales

During the current half year the Group sold two store properties, and a parcel of land for a combined net consideration of $14.904 million realising a

pre-tax loss of $0.812 million.

During the first half of the comparative year the Group sold one store property and in the second half year two further store properties plus three

parcels of surplus land, together the sale of these properties realised a pre-tax profit of $5.533 million (H1 2016: $5.391 million).

Available for sale property

The Group's Newmarket store property continues to be classified as available for sale following its initial classification at the previous full year July

balance date as the Group considers the possible sale and future development options for this property.

The Group’s store property at Kaitaia was classified as available for sale at the previous half year balance date and subsequently sold in March 2016.

10


Notes to the Financial Statements - continued

11. BORROWINGS

Net debt

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

Note

2017 2016 2016

$ 000 $ 000 $ 000

Cash on hand and at bank44,535 43,737 49,881

Bank borrowings80,329 122,470 123,980

Lease liabilities833 1,281 1,222

Current borrowings81,162 123,751 125,202

Bank borrowings40,000 65,000 40,000

Lease liabilities305 988 490

Fixed rate senior bond (coupon: 5.30%)125,000 125,000 125,000

Fair value adjustment relating to effective interest291 296 738

Unamortised capitalised costs on senior bond(1,475)(1,912)(1,694)

Non-current borrowings164,121 189,372 164,534

Non-current securitised borrowings62,597 58,485 60,125

Total borrowings307,880 371,608 349,861

Net debt263,345 327,871 299,980

Committed bank credit facilities at balance date are:

Bank debt facilities

340,000 340,000 340,000

Bank facilities used(120,329)(187,470)(163,980)

Unused bank debt facilities219,671 152,530 176,020

Securitised debt facility150,000 225,000 225,000

Securitised facility used(62,597)(58,485)(60,125)

Unused securitised debt facility 87,403 166,515 164,875

Letter of credit facilities32,526 28,000 32,566

Letters of credit(11,933)(11,295)(21,370)

Unused letter of credit facilities20,593 16,705 11,196

Total unused bank facilities327,667 335,750 352,091

12. DERIVATIVE FINANCIAL INSTRUMENTS

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

2017 2016 2016

$ 000 $ 000 $ 000

Current assets500 9,067 621

Non-current assets291 296 738

Current liabilities(9,634)(1,871)(25,133)

Non-current liabilities(1,855)(3,261)(4,845)

Total derivative financial instruments(10,698)4,231 (28,619)

Derivative financial instruments consist of:

Current assets

500 9,067 621

Current liabilities(8,684)(1,002)(24,263)

Foreign exchange contracts(8,184)8,065 (23,642)

Current assets- - -

Current liabilities(950)(869)(870)

Non-current assets291 296 738

Non-current liabilities(1,855)(3,261)(4,845)

Interest rate swaps(2,514)(3,834)(4,977)

Total derivative financial instruments(10,698)4,231 (28,619)

US Dollar forward contracts - cash flow hedges

Notional amount (NZ$000)310,758 316,560 363,291

Average contract rate ($)0.7034 0.6582 0.6714

Spot rate used to determine fair value ($)0.7261 0.6476 0.7228

The Group continues to manage its foreign exchange and interest rate risks in accordance with the policies and parameters detailed in the 2016

Annual Report.

The Group’s foreign exchange contracts hedge forecast inventory purchases priced in US dollars over the next 12 months. The following table lists the

key inputs used to determine the fair value of the Group's foreign exchange contracts at balance date.

11


Notes to the Financial Statements - continued

13. FAIR VALUE MEASUREMENT

Asset / (Liability)

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

Note

2017 2016 2016

Derivatives used for hedging

$ 000 $ 000 $ 000

Foreign exchange contracts(Level 2)

12

(8,184)8,065 (23,642)

Interest rate swaps(Level 2)

12

(2,514)(3,834)(4,977)

Senior bond fair value adjustment relating to effective interest(Level 2)

11

(291)(296)(738)

Fixed Rate Senior Bond

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

2017 2016 2016

Face value ($000)125,000 125,000 125,000

Coupon (%)5.30 5.30 5.30

Market yield (%)4.15 4.30 3.74

MaturityJune 2020 June 2020 June 2020

NZX quoted closing price ($)


1.04262 1.04659 1.06261

Fair value ($000)130,328 130,824 132,826

14. OPERATING MODEL RESTRUCTURING COSTS

The following table sets out the Group’s financial instruments that are measured subsequent to initial recognition at fair values and are grouped into

levels based on the degree to which the fair value is observable:

Level 1 - fair value measurements derived from quoted prices in active markets for identical assets.

Level 2 - fair value measurements derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability,

either directly or indirectly.

Level 3 - fair value measurements derived from valuation techniques that include inputs for the asset or liability that are not based on observable

market data.

There has been no transfers between levels or changes in the valuation methods used to determine the fair value of the Group’s financial instruments

during the current and comparative periods. Sensitivities to reasonably possible changes in non-market observable valuation inputs would not have a

material impact on the Group’s financial results.

Specific valuation techniques used to value financial instruments are:

• Forward exchange contracts determined using forward exchange market rates at the balance date (refer note 12).

• Interest rate swaps calculated as the present value of the estimated future cash flows based on the applicable market interest yield rates at balance

date.

Except for the Group’s fixed rate senior bond (refer note 11) and derivatives (detailed above) the carrying value of the Group’s financial assets and

liabilities approximate fair value. The fixed rate senior bond is listed on the NZX and measured at amortised cost. The fair value of fixed rate senior

bonds at balance date, based on the last price traded on the New Zealand stock exchange (level 1 valuation), were as follows.

The Group is making a series of changes to its business operating model. The changes are designed to drive an improvement in financial

performance, reduce costs and generate greater customer relevance. The changes focus primarily on simplification to reduce complexities, drive

efficiencies and increase business agility. This involves strengthening and consolidating the various Group support service functions to drive synergy

benefits, deliver efficiencies and reduce complexity. It also involves combining The Warehouse and Warehouse Stationery and similarly combining the

Noel Leeming and Torpedo7 Groups by integrating their operating structures and executive leadership teams.

One-time restructuring costs of changing the business operating model are estimated to be between $10 million to $13 million of which $3.961 million

were incurred prior to balance date with the remaining costs associated with the transition expected to be incurred in the second half of the current

financial year.

12


Notes to the Financial Statements - continued

15. BUSINESS DISPOSALS - PRIOR PERIOD

For the 26 weeks ended 29 January 2017 and the 52 weeks ended 31 July 2016

Note

TWFSL Pet.co.nz Total

$ 000 $ 000 $ 000

Consideration

7

6,006 8,411 14,417

Net assets sold806 1,184 1,990

Goodwill- 2,477 2,477

Carrying value of net assets sold806 3,661 4,467

Gain on business disposal5,200 4,750 9,950

Minority interest- (3,614)(3,614)

Gain on business disposal (after minority interests)5,200 1,136 6,336

16. BUSINESS COMBINATIONS - PRIOR PERIOD

For the 26 weeks ended 29 January 2017 and the 52 weeks ended 31 July 2016

Note

Total

$ 000

Cash and cash equivalents3,453

Finance business receivables57,010

Trade and other receivables346

Deferred taxation640

61,449

Trade and other payables(357)

Provision for tax(820)

Borrowings

17

(58,629)

Provisional fair value of identifiable net assets1,643

Goodwill arising on acquisition

10

11,700

Total consideration13,343

The acquisition consideration is as follows:

Cash paid for Westpac's 51% interest in TWFSL7,337

Value attributed to the Group's previously held 49% equity investment in TWFSL6,006

13,343

The cash outflow on acquisitions is as follows:

Cash and cash equivalents acquired(3,453)

Direct costs relating to the acquisition479

Purchase consideration settled in cash7,337

Net consolidated cash outflow4,363

Equity investment

Value attributed to the Group's previously held 49% equity investment in TWFSL6,006

Carrying value

17

806

Gain on disposal recognised in the income statement

15

5,200

In September 2015 the Group gained control over The Warehouse Financial Services Limited (TWFSL) when it acquired 100% of the company’s

share capital. The Group had previously held a non-controlling 49% interest in TWFSL which was accounted for as an equity investment (refer

note 17). Based on the best information available the Group has initially recognised the following identifiable acquisition assets and liabilities for

the business acquired.

The acquisition of TWFSL represented the next step in the Group's development of an in-house financial services business and followed the

earlier acquisition of Diners Club (NZ) Limited in March 2014. TWFSL offered credit and risk related products that included credit cards and

insurance cover. The increase in the Finance Receivable loan book following the acquisition helped to provide scale and will enable the Group to

leverage its current infrastructure, core systems and people capability to grow this business segment cost effectively.

Sale and Purchase of The Warehouse Financial Services Limited

In September 2015 the Group gained control of The Warehouse Financial Services Limited (TWFSL) by increasing its shareholding from 49% to

100% of TWFSL’s share capital. For accounting purposes this single transaction was treated as having two distinct components, the first being the

sale by the Retail Group (RG) of its 49% TWFSL associate investment, and the second, the purchase by the Financial Services Group (FSG) of

TWFSL’s share capital from both Westpac as the majority 51% shareholder and RG as the 49% associate shareholder. Details of the second part

of the transaction regarding the acquisition can be found in note 16. In respect of the first part and the intercompany sale transaction between the

RG and FSG for the 49% associate investment, this resulted in a notional gain on sale of $5.200 million. This gain was calculated with reference

to the premium above net assets paid to Westpac for its 51% TWFSL shareholding and is included as a component of goodwill arising on the

acquisition.

Pet.co.nz Limited business disposal

At the end of January 2016 the Group sold the business assets of Pet.co.nz (formerly Shop HQ Limited) for a consideration of $8.411 million.

13


Notes to the Financial Statements - continued

17. INVESTMENT - PRIOR PERIOD

For the 26 weeks ended 29 January 2017 and the 52 weeks ended 31 July 2016

Note

Total

$ 000

Investment at beginning of the year2,778

Share of associates profit before taxation1,004

Less taxation(281)

Equity earnings of associate723

Dividend received from associate(2,695)

Acquisition of majority shareholder

16

(806)

Investment at end of the period-

18. MINORITY INTEREST ACQUISITION - PRIOR PERIOD

19. COMMITMENTS

(Unaudited)(Unaudited)(Audited)

As at As at As at

29 January 31 January 31 July

2017 2016 2016

(a) Capital commitments

$ 000 $ 000 $ 000

Within one year5,258 7,677 12,666

(b) Operating lease commitments

Future minimum rentals payable

0-1 Years121,731 114,876 120,636

1-2 Years109,032 104,932 111,731

2-5 Years249,329 240,923 254,246

5+ Years299,121 291,407 325,121

Total operating lease commitments779,213 752,138 811,734

20. RELATED PARTIES

21. CONTINGENT LIABILITIES

The Group has no material contingent liabilities other than those arising in the normal course of business, being primarily letters of credit issued to

secure future purchasing requirements and store lease commitments.

Except for Directors' fees, key executive remuneration and dividends paid by the Group to its Directors, there have been no other related party

transactions during the period.

In March 2016 the Group acquired the remaining 20% of the share capital of Torpedo7 Limited for a consideration of $9.800 million, increasing the

Group’s interest in the Torpedo7 group of companies from 80% to 100%. The consideration had two components, a cash component of $7.500

million settled in March 2016 and the transfer to the minority interest of the Groups interest in a parcel of surplus land located in Hamilton (valued

at $2.300 million).

Capital expenditure contracted for at balance date but not recognised as liabilities is set out below:

Commitments for minimum lease payments in relation to non-cancellable operating leases at

balance date are as follows:

The Warehouse Financial Services Limited

The Group ceased accounting for The Warehouse Financial Services Limited (TWFSL) as an equity investment when it acquired 100% of the

share capital of TWFSL in September 2015. Prior to the acquisition the Group held a 49% interest, and Westpac a 51% interest in TWFSL.

Following the acquisition the income statement and balance sheet of TWFSL have been fully consolidated and included within the Financial

Services Group segment. Further information regarding the details of the acquisition are provided in note 16.

14

---

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent Review report

To the Shareholders of The Warehouse Group Limited




Report on the Interim Financial Statements

We have reviewed the accompanying financial statements of The Warehouse Group Limited (“the

Company”) on pages 2 to 14, which comprise the consolidated balance sheet as at 29 January 2017,

and the consolidated income statement, consolidated statement of comprehensive income, the

consolidated statement of changes in equity and the consolidated statement of cash flows for the

period ended on that date, and a summary of significant accounting policies and selected explanatory

notes. The Group comprises the Company and the entities it controlled at 29 January 2017 or from

time to time during the financial period.

Directors’ Responsibility for the Financial Statements

The Directors are responsible on behalf of the Company for the preparation and presentation of these

financial statements in accordance with New Zealand Equivalent to International Accounting Standard

34 Interim Financial Reporting (NZ IAS 34) and for such internal controls as the Directors determine

are necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

Our Responsibility

Our responsibility is to express a conclusion on the accompanying financial statements based on our

review. We conducted our review in accordance with the New Zealand Standard on Review

Engagements 2410 Review of Financial Statements Performed by the Independent Auditor of the

Entity (NZ SRE 2410). NZ SRE 2410 requires us to conclude whether anything has come to our

attention that causes us to believe that the financial statements, taken as a whole, are not prepared in

all material respects, in accordance with NZ IAS 34. As the auditors of the Company, NZ SRE 2410

requires that we comply with the ethical requirements relevant to the audit of the annual financial

statements.

A review of financial statements in accordance with NZ SRE 2410 is a limited assurance engagement.

The auditors perform procedures, primarily consisting of making enquiries, primarily of persons

responsible for financial and accounting matters, and applying analytical and other review procedures.

The procedures performed in a review are substantially less than those performed in an audit

conducted in accordance with International Standards on Auditing (New Zealand) and International

Standards on Auditing. Accordingly we do not express an audit opinion on these financial statements.

We are independent of the Group. Our firm carries out other services for the Group as providers of

treasury advisory services and agreed upon procedures at the Annual General Meeting. The provision

of these other services has not impaired our independence.



PwC 2

Independent Review report

To the Shareholders of The Warehouse Group Limited




Conclusion

Based on our review, nothing has come to our attention that causes us to believe that these financial

statements of the Group are not prepared, in all material respects, in accordance with NZ IAS 34.

Restriction on Distribution or Use

This report is made solely to the Company’s Directors, as a body. Our review work has been

undertaken so that we might state to the Company’s Directors those matters which we are required to

state to them in our review report and for no other purpose. To the fullest extent permitted by law, we

do not accept or assume responsibility to anyone other than the Directors, as a body, for our review

procedures, for this report, or for the conclusion we have formed.



For and on behalf of:






Chartered Accountants Auckland

8 March 2017

---

The Warehouse Group Limited
FY17 Interim Result

Thursday, 9 March 2017

Chairman’s Introduction
.

2

A mixed first half result, with an adjusted Net Profit After Tax of $39.7M which

is inside the guidance range issued on 20 December 2016, and represents a

(12.9%) reduction with the comparable period last year.

Positive results from Noel Leeming, Torpedo7 and Warehouse Stationery,

offset by weaker performances in the core Red Sheds business, and

Financial Services.

One-off costs, mainly a non-cash impairment of goodwill in financial services

impacted our Reported Profit result of $13.6M which was (76.3%) down on

the comparable period last year.

The Group announced a major restructure in January as a first step in a

broad programme of change which is aimed at improving both profitability

and customer relevance. An update on that programme is included later in

this presentation.

The Board is confident that despite the mixed result in the half year, that the

business is taking the steps needed to revitalise and achieve its potential.

We intend to inform the market and update as appropriate.

3
The Warehouse Group H1 17 Interim Result

Retail sales were up 3.3% on last year,

reflecting a mix in fortunes across the

Retail businesses, with Red being just

above flat year on year, but strong growth

being seen in Noel Leeming and

Torpedo7.

A 1.2% increase in Gross Profit dollars

reflects currency headwinds year on

year, as well as the impact from the start

of longer term strategies to rationalise

product and move to more EDLP within

Red. Some sales growth was achieved

at lower margin rates due to product mix

(for example in Noel Leeming).

CODB continues to be a focus. There is

more work to be done here and the

recent structural reorganisation is the first

step in delivering a step-change in our

CODB.

Impacting the reported profit is a non-

cash write-down of $22.7M goodwill in

Financial Services, as previously

signalled at the ASM.

Adjusted NPAT has been delivered

within the range signalled to the market

on 20 December, at $39.7M which is

12.9% down on last year.

3

A first half result characterised by margin compression resulting from transition of product strategy,

softening trading conditions and currency headwinds. This result reinforces our need to go faster on

executing real change in the business, steps which are being taken.

$ MH1 17 H1 16Variance

Retail Sales1,611.91,560.43.3%

Gross Profit519.0512.81.2%

Gross Margin32.2%32.9%-70bps

CODB449.16437.02.8%

CODB27.9%28.0%-10bps

Retail Operating Profit69.975.8-7.7%

Operating Margin4.3%4.9%-60bps

NPAT (Reported)13.657.2-76.3%

NPAT (Adjusted)39.745.6-12.9%

Operating Cash Flow78.575.8+2.7m

Ordinary Dividend10.0cps11.0cps-1cps

Adjusted vs Reported Results
The Group adjusts reported profit for unusual and non-operating items. Unusual items include any gains

or losses from the sale of assets, adjustments in carrying values of assets, business acquisitions or

disposals and restructuring costs.

$M

EBITNPAT

H1 17H1 16H1 17H1 16

Adjusted Earnings64.873.839.745.6

Contingent Consideration-0.7-0.7

Acquisition Costs-(0.5)-(0.5)

Goodwill(22.7)-(22.7)-

Restructure(4.0)-(2.9)-

Business Disposals-10.0-10.0

Property Divestments(0.8)5.4(0.6)3.9

Deferred Tax Adjustment

(resulting from property divestments)

0.11.1

Minority Interest-(3.6)

Reported Earnings37.389.413.657.2

4

5
Balance Sheet

5

Trade & Other Payables are higher

than last year with several scheduled

payments such as GST occurring

post balance date compared to the

previous year.

Receivables are lower compared to

last year as the prior year included

business disposal proceeds

receivable from the sale of Pet.co.nz

which have since been received.

The mark to market valuation of the

Group’s Portfolio of Foreign

Exchange derivatives has declined

following an increase in the US dollar

over recent months.

After two years of efforts to secure a

cost effective retail development for

the Newmarket site, we have decided

to sell that asset.

Tax assets are higher largely due to

the reversal of deferred tax liabilities

connected with the property sales

Goodwill relating to the Financial

Services Group fully written off

$22.7M.

Equity is lower than last year due to

the Goodwill write-off and devaluation

of hedging derivatives.

$MH1 17H1 16Variance

Inventory

Finance Receivables

Trade & other

Receivables

Trade & other Payables

Provisions

540.5

74.7

80.4

(329.2)

(68.3)

535.0

73.5

88.7

(273.9)

(71.2)

+5.5M

+1.2M

-8.3M

-55.3M

+2.9M

Working Capital298.1352.1-54.0M

Fixed Assets349.4380.9-31.5M

Funds Employed647.5733.0-85.5M

Tax Assets

Derivatives

Contingent consideration

Goodwill and brands

47.8

(10.6)

-

102.3

33.2

4.2

(1.0)

125.0

+14.6M

-14.8M

+1.0M

-22.7M

Capital Employed787.0894.4-107.4M

Shareholders’ Equity

Minority Interests

Net Debt

523.5

0.2

263.3

560.3

6.2

327.9

-36.8M

-6.0M

-64.6M

Source of Funds787.0894.4-107.4M

Gearing 33.5%36.7%

Balance Sheet gearing remains at appropriate levels.

6
Cash Flow

The increase in operating cash

flows is largely a result of the

timing of creditor payments (part of

working capital).

Divestments include the proceeds

from the sale of Rangiora and

Gisborne stores.

Retail capital expenditure

continues to track at levels that are

in-line with depreciation.

The business remains cash generative. A focus on consolidation and tight capital controls will

continue to maintain the balance sheet in good shape.

$MH1 17H1 16Variance

Trading EBITDA94.7 102.8-8.1M

Working Capital

Taxes Paid

Interest Paid

Other Items

10.8

(20.1)

(8.3)

1.4

(2.1)

(18.3)

(8.8)

2.2

+12.9M

-1.8M

+0.5M

-0.8M

Operating Cash Flow78.575.8+2.7M

Capital Expenditure

Divestments

Treasury Stock

Acquisitions

Dividends Received

Dividends Paid

Other

(38.4)

14.8

-

-

0.1

(17.5)

(0.8)

(37.4)

14.2

(1.1)

(64.6)

2.8

(17.6)

(0.4)

-1.0M

+0.6M

+1.1M

+64.6M

-2.7M

+0.1M

-0.4M

Net Cash Flow36.7(28.3)+65.0M

Opening Net Debt

Closing Net Debt

(300.0)

(263.3)

(299.6)

(327.9)

-0.4M

+64.6M

The Warehouse Group
H1 17 Interim Result

The Warehouse Group Limited
Retail Brands

10
The Warehouse –2017 Interim Result

Same Store Sales growth was

+1.3%.

Sales growth modest compared to

a very strong season LY and as we

make changes to our promotional

program however a highlight has

been the sales momentum in our

EDLP range and continued

acceleration in digital sales.

Gross margin was negatively

impacted by currency movements

vs. LY and continued investment in

price of our EDLP products.

Despite a modest CODB increase

of 1.1% on LY, cost growth higher

than Margin growth.

CAPEX increasing as we invest in

systems to support ongoing growth

including Order Management

System, web and sourcing

platforms.

10

$MH1 17H1 16Variance

Sales975.1973.1+0.2%

Same Store

Sales

+1.3%+4.6%-330bps

Gross Profit354.7357.6-0.8%

Gross Margin36.4%36.7%-30bps

CODB295.2292.1+1.1%

CODB30.3%30.0%+30bps

Operating Profit59.565.5-9.1%

Operating Margin6.1%6.7%-60bps

Capital Expenditure18.316.7+1.6M

Stores9293-1

A challenging trading period which reduced profit 9.1% vs. LY.

Sales
Apparel departments have performed strongly through the half especially through our expanded

EDLP offer, with improved margin and stock position and more curated assortment.

Leisure categories including Toys have also delivered good sales growth despite cooler weather

through much of New Zealand during Dec/Jan, with effective events, promotional activity and

range improvements.

Online growth supported by a new platform and a strong promotional program. Customer

experience throughout the fulfilment process continues to show solid improvement to match the

momentum now in this channel.

Gross Profit

Gross Profit declined $2.9M in the half –a combination of additional investment in price, lower

inflow margin impacted by currency impacts vs. LY and promotions in seasonal categories to

maintain sell through curves. As a result, inventory quality continues to improve with a reduction

in aged inventory.

CODB

Focus throughout the half on cost control however CODB leverage is challenging with a largely

fixed cost base. Productivity continues to be a focus.

11

The Warehouse –2017 Interim Highlights

Key Categories performing well, reflecting good range selection and solid trading plans.

Stores
In the period, the Tauranga Crossing store was opened (in conjunction with other TWG

brands) and Northlands was refitted.

Following the November 2016 Earthquake the Wainuiomata store was closed permanently

and the Lower Hutt store is closed temporarily until work is completed to the mall complex.

Focus

Continuing focus on delivering great products at great prices, ensuring that we deliver on our

promise to make the desirable affordable and also the affordable desirable, and offer great

value.

We are reshaping our Operating Model to reduce complexity and cost, while responding to the

fast changing needs of our customers, and ultimately be set up for success in tomorrow’s

retail environment.

12

The Warehouse –2017 Interim Highlights

Emphasis on reshaping our Operating Model for sustainable profitability.

14
Solid sales growth year on year with focused management of CODB resulting in operating

profit leverage.

Warehouse Stationery –2017 Interim Result

Continued growth in a very

competitive market with increasing

market share.

Trading performance for the half

benefited from an increase in

transaction count along with a

small increase in average basket.

Experienced a slow start to “Back

to School” with a stronger finish in

February (Q3).

GP% has been influenced by

product mix with higher growth in

some of the lower margin

categories.

CODB has been managed tightly

resulting in significant improvement

as a percentage of sales

Network expansion continued with

the addition of one new store at

Tauranga Crossing.

H2 focus remains on sales growth

with focus on improving GM% and

sustained CODB management to

ensure profit leverage is continued.

14

$MH1 17H1 16Variance

Sales138.8137.8+0.7%

Same Store Sales1.2%8.5%-730bps

Gross Profit54.554.5-

Gross Margin 39.3%39.6%-30bps

CODB48.048.5-1.0%

CODB %34.6%35.2%-60bps

Operating Profit6.56.0+7.4%

Operating Margin 4.7%4.4%+30bps

Capital Expenditure1.42.5-1.1M

Stores6766+1

16
Noel Leeming Group –2017 Interim Result

A significant increase in Operating Profit for H1 driven by continued strong growth in Sales and careful

management of CODB.

Noel Leeming continued to grow market

share during Q2 in an extremely

competitive appliances and technology

market.

The sales momentum in H2 16 continued

into H1 17. Total sales growth of 11.1%

was underpinned by strong Same Store

Sales growth of 9.9%. We expect some

softening of the Same Store Sales growth

in Q3 as we cycle periods post the exit of

Dick Smith from the market.

The Cellular, Television and Whiteware

categories performed well, providing a good

product mix.

Gross Profit was $8.8m up on H1 16. This

was as a result of the increase in sales

volumes.

The continued focus on managing CODB

resulted in the business leveraging off the

strong Sales performance to deliver a

significantly higher Operating Profit for H1

17.

We continue to differentiate ourselves in

the market through our Passionate People

and Services offering.

During H1 17 we opened new stores in

Takapuna and Tauriko. In addition, we

relocated our Gisborne and Queenstown

stores. This store activity is reflected in our

capital expenditure.

16

$MH1 17H1 16Variance

Sales422.1379.8+11.1%

Same Store Sales+9.9%+11.4%-190bps

Gross Profit86.777.911.2%

Gross Margin20.5%20.5%+0bps

CODB77.571.5+8.4%

CODB18.3%18.8%-50bps

Operating Profit9.26.444.1%

Operating Margin2.2%1.7%+50bps

Capital Expenditure7.02.6

Stores7777-

18
18

Torpedo7 Group –2017 Interim Result

Torpedo7 has delivered positive results

with the key highlight being strong sales

growth. CODB has been tightened, which

has translated into an improved EBIT

performance.

Torpedo7 house brand has had a strong

performance. Categories such as Water

Sports have been well received by

customers and continue to add value to

our range and assortment.

1-day’s sales have accelerated and it is

maintaining profitable growth. The

extended range of product offering has

bolstered performance in a declining daily

deals market.

No1 Fitness & Shotgun Supplements

performance remains challenging. The

promotional competitiveness of these

markets is creating margin pressure.

H2 priorities are focused on the operating

model review and improving in store

execution, as well as bedding in the

operating model changes.

Torpedo7 Group continues to develop and deliver a seamless experience for customers

as NZ’s leading outdoor adventure sports multichannel retailer

$MH1 17 H1 16Variance

Sales86.476.1+13.5%

Gross Profit21.019.3+8.7%

Gross Margin24.3%25.3%-100bps

CODB18.617.6+5.4%

CODB21.5%23.1%-160bps

Operating Profit2.41.7+41.6%

Operating Margin2.8%2.2%+60bps

Capital Expenditure0.20.3-0.1M

Stores1212-

20
20

Financial Services –2017 Interim Result

Building on launch –Leveraging the Group’s retail distribution

$MH1 17H1 16Variance

Operating Profit(5.2)(2.7)-92.4%

Net Profit Before

Tax and Goodwill(7.4)(4.2)-76.8%

Capital Expenditure1.36.1-4.8M

Receivables Book74.773.5+1.2M

H1 16 reflected that the business was

still partially in build mode with two

months of operations, compared with

H1 17 being 100% operational and

business growth.

H1 17 has borne the majority of the

cost associated with the migration of

the Westpac JV book, with costs not

expected to be replicated in H2 17.

The first half has been focused on

getting the foundations of the business

right.

•Successfully migrating the ex

Joint Venture with Westpac card

and accounts onto Warehouse

Money hosted systems.

•Continuing to develop our

customer service processes

•Bedding down our systems and

processes.

FollowingarevisionofexpectationsaroundthetransferofoldWestpac

JVcustomersandassetgrowth,thebusinesshaswrittenoffasanon-

cashitemthecarryingvalueofgoodwill($22.7M)whicharosefromthe

acquisitionofDinersClub(NZ)andtheWestpacJV.

Itisdifficultforanearlystagecompanywithdevelopingfuturecashflows

tohavesufficientcertaintyinoutlooktosupportcarryingvaluesof

goodwillrelatingtostrategicvalueinacquisitions.

21
Financial Services Outlook

As signalled at the ASM, our expectations around asset growth and customer behaviour

resulting from the acquisition of the JV book from Westpac had to be re-set after the

completion of the transition and re-carding process. We saw more churn and less

customer conversion than was expected. Consequently the asset base is 1.6% up year on

year, reflecting a combination of that churn and bad debt write-off which has offset asset

growth.

Detailed scenario modelling around future cash for projections for the business have been

undertaken based on observed “run rates” and customer behaviour:

The book is still young, which brings with it a range of assumptions around how

customers will behave, revolve rates, loss rates, and growth potential

We believe that our risk settings are correct regarding customer acceptance, and our

cost of acquisition is low by industry standards

We have yet to develop and launch additional product offerings that are fundamentally

important to the future profitability of the business

Our scenarios are realistically bound by capital constraints and a conservative posture

towards taking on too much risk

22
Financial Services Outlook

Our financial projections reflect various scenarios around product launch and

penetration, and key assumptions around leveraging all Group distribution

opportunities

Our focus is on building scale. Presently the business is sub-scale and with the

infrastructure investment and fixed cost base, the priority is to grow the customer

book in the most capital efficient way possible and reduce costs as a % of revenue

We have a new CEO joining the business this month who will drive the business

through this phase to profitability

Scale would come at an asset base of approximately $300M. The current base is

$74M

Key projections are currently:

•Breakeven has been pushed out to FY21, with two more years of losses of

similar scale to FY17 as the business invests to acquire customers.

•Asset base of ~$320M by FY21

•The projected growth is able to be funded from existing capital in the Group

•No revenues or investment have been included from “new to market” products.

The Warehouse Group
Strategy Update FY17-FY19

Our StrategicObjectives
Customer centric. Fast-paced, flexible and agile. Transparent. Celebrates diversity.

Learn all, not know it all orientation

Top talent. Lean approach. Data driven insights informing metrically driven

decision-making. Engage proactively with customers and team. Relentless

prioritisation. Strong and supportive Board.

PRODUCT

DIGITAL

PROCESS

CSR

CULTURE

ENABLERS

•EDLP

•Price transparency

•Range Curation

•Reinvent the Bargain

•Great value -

“Making the

desirable affordable

and the affordable

desirable”

•Dynamic/flexible

sourcing

•Transactional to

engagement model

•Omnichannel –

serving customers

as they choose to

shop

•Extended portfolio

of products and

services ecosystem

•Develop best in class

logistics and

fulfilment

capabilities

•Re-engineered for

simplicity and

reduced complexity

•Cost reduction –

eliminate non value-

add to customers

•Automation

•Test fast, fail fast

•Help Aotearoa

flourish

•Embed everything

we do

•Partnership with

communities to

give back

•Protecting the

environment

•Enable customers

to choose who and

what we support

24

Our strategy is to be New Zealand’s most successful retail group, both in terms of

relevance to customers, and sustainable profitability.

= Margin

Enrichment

= Redeployment

of investment

= Cost

Reduction

= Staying true to our

heritage and values

Strategy -Re-engineering Group Performance
Having stabilised performance, the strategic focus is:

Getting the retail fundamentals right

Making the business less complex, more efficient and

operating on shorter, more agile time frames to better align

products with customer demand.

Investing for the future

Evolving our digital capability, and store design to ensure that

we maintain relevance with changing customer needs

Operational efficiency

Removing duplication and fragmentation across the Group

resulting from multiple acquisitions in the last six years,

driving process efficiency and automation

Gross Margin

Current <32%

3yr Target 200-300bps improvement

CODB

Current 28%

3yr Target 200-300bps improvement

EBIT

Current <4%

3yr Target ~7%

The key levers:The case for change:

Note: GM/CODB/EBIT %’s with reference to total sales and are Group (consolidated) measures

25

Target financials
$MFromTo (3yrs)

Retail Gross Profit %<32%>35%

Retail CODB %28%26%

EBIT%<4%~7%

Although we have started to reshape the business through the new operating model,

there are many initiatives in the programme to realise our goals.

The following slides give more details on two of those initiatives as examples of the

scope of changes within our programme:

Operating model change

Logistics and Fulfilment change

26

Example 1: Operating Model change
The Group recently announced a structural re-organisation around the introduction of a

new operating model for the retail businesses and support services.

The operating model changes are an important first step in executing our strategy. The

impacts of this phase will be completed by the start of FY18.

The operating model is designed to:

support the implementation of changes to improve our retail fundamentals such as

more dynamic sourcing

set the foundation for investment into areas to better engage today’s customers;

evolving our marketing capabilities and investing in digital expertise.

remove duplication, promote streamlining of business processes and systems.

27

28
Operating Model Changes –key components H2 FY17

Blue and Red (Operating models)

Consolidate the leadership and specialist retail functions of the two businesses.

Bed down the new operating model and business processes.

Transfer support functions to Group Support Services (e.g. finance, property, people

support, information systems).

Noel Leeming and Torpedo7 Group (Operating models)

Consolidate the leadership and specialist retail functions of the two businesses.

Cross fertilisebest practice in improving retail operations (T7) and digital effectiveness

(NL).

Transfer support functions to Group Support Services (e.g. finance, property, people

support, information systems).

Group Support Services

Remove duplication and inefficiency (complete back-office integration of group

businesses).

Enable the retail businesses to focus on trading and customer related activity rather

than dividing their time with business support services.

Re-design and harmonisation of support business processes.

Example 1: Operating Model change
next phase

The next phase of the operating model change is to redesign business processes and ways

of working to improve the organisation’s speed to market, flexibility and efficiency.

Identification and realisation of synergies resulting from combining the business

operations. The majority of benefits will be recognised in FY18:

•Potential growth opportunities

•Product rationalisation

•Physical space reconfiguration

•Supply chain and sourcing economies

•Business process improvements

The structural changes and realignment are also key enablers to other initiatives within

the broader change programme such as the move to a more EDLP-focused product

strategy in Red.

Implementation of technology changes to enable a more streamlined, efficient and lower

cost retail operation that can support the business strategies to engage customers and

shorten sourcing cycles.

29

Example 1: Operating Model change
Key financial forecast

$MH2 17FY 18

(annualised)

Personnel Cost Savings1-213-15

Non-personnel cost

savings

1-25

Cost of Change*(10)-(13)

* The final cost of change is unknown at this time as the process is still ongoing. We

have established a new structure, to enable key change strategies to be delivered.

Further savings and growth will flow from their implementation.

30

Example 2: Fulfilment and Distribution change
Following the acquisition of a number of businesses in the last six years, the Group has had

a fragmented and siloed distribution and fulfilment capabilities. While incremental

improvements have been made over the years, our strategy is now to centralise a best

practice capabilities and develop the necessary utility to support a next-day/same-day

delivery model for online fulfilment and reduce the cost of moving goods around our

network.

The distribution and fulfilment scope includes:

International freight forwarding from point of origin into our distribution centres in NZ

Local product supply from agents, distributors or manufacturers in NZ

Warehouse stock management

Distribution to stores

Distribution direct to customer

Online fulfilment

Click and collect

31

Example 2: Fulfilment and Distributionchange
As at the half year, we have progressed a number of initiatives within the fulfilment and

distribution programme. Most of these initiatives are still in progress, and include:

Consolidating our North Island Distribution Centres across brands, centered on our

warehouse facility at Wiri in South Auckland

Investing in and expanding our South Island Distribution Centre, with the objective of

consolidating South Island distribution into that facility when completed in March 2017.

We are in the process of transitioning our international Freight Forwarder relationship to

Mondiale.

Making improvements in the electronic transfer and management of product data.

Changes in how Apparel is shipped from manufacture to improve distribution efficiencies

and hence speed to market.

Currently implementing a new Order Management System that will underpin online

fulfilment.

Work has progressed on developing a next-day delivery to the customer capability.

32

Dividend & Outlook

34
Retail Environment

Retail conditions remain generally favourable, albeit there are signs that retail

spending is softening.

Headwinds for H2 remain increased competition and the execution risk around

strategic change (both internally and with customers).

Full Year Guidance

FY17 Adjusted Net Profit After Tax subject to material changes in trading conditions is

expected to be in the range $54M to $58M. This represents a decrease of 10-15% in

profit for the full year.

Targeted 15cps dividend.

34

Outlook & Earnings Guidance

Retail Environment

Retail conditions remain generally favourable, albeit there are signs that retail

spending is softening.

Headwinds for H2 17 remain increased competition and the transition timeframe

around strategic change (both internally and with customers).

Full Year Guidance

FY17 Adjusted Net Profit After Tax subject to material changes in trading conditions is

expected to be in the range $54M to $58M. This represents a decrease of 10-15% in

profit for the full year.

Targeting 15cps dividend for the full year. Today the Board has declared an interim

dividend of 10cps payable on 13 April 2017.

Outlook & Earnings Guidance

34

QUESTIONS

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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