Hallenstein Glasson Holdings Limited logo

HLG Annual Report for the year ended 1 August 2017

Annual Report25 October 2017HLGConsumer Discretionary

Hallenstein Glasson Holdings Ltd Annual Report 2017
B

“ Despite challenging retail conditions,
our FY17 performance has delivered a

strong result. By continuing to focus on

our customers, our fashionability and

digital; we are ensuring the business is

in good shape for the future.”

Mark Goddard

Group CEO

04
Financial

highlights

06

Chairman’s

report

10

Independent

auditor’s report

53

Directory and

calendar

16

Statement of

comprehensive

income

17

Statement of

financial position

18

Statement of

changes in equity

19

Statement of

cash flows

21

Notes to

the financial

statements

43

General

disclosures

47

Corporate

governance

50

Shareholder

information

Contents

Financial
Highlights


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FINANCIAL HIGHLIGHTS

Sales239,004223,510221,520207,984220,117

Profit after tax17,26913,67917,38614,27818,669

Net cash flows from operating activities29,19514,10131,17022,78821,818

FINANCIAL STATISTICS

Total equity58,47355,87763,41563,13766,935

Total assets85,14478,62886,29682,53985,308

Profit as % of average shareholders’ funds30.20%22.93%27.48%21.95%27.97%

Profit per ordinary share 28.95 22.93 29.15 23.94 31.30

Ratio current assets to current liabilities1.43:11.77:12.06:12.22:12.40:1

DIVIDEND (CENTS PER SHARE)

Interim paid April14.5013.5014.5012.0016.00

Final declared payable December17.0016.5016.5016.5017.50

31.5030.0031.0028.5033.50

Ordinary dividend cover0.92 0.76 0.94 0.84 0.93

Net tangible assets per share (cents) 97.12 92.85 105.26 103.61 112.22

% shareholders’ funds to total assets68.67%71.07%73.49%76.49%78.46%

Hallenstein Glasson Holdings Ltd Annual Report 2017

04

Hallenstein Glasson Holdings Ltd Annual Report 2017
05

T
he company advises that Group

sales for the 12 months to

1 August 2017 were $239.00 million,

an increase of 6.93% over the

corresponding period last year

($223.51 million). The audited net

profit after tax was $17.27 million, an increase of

26.24% over the corresponding period last year

($13.68 million).

The 2016/17 financial year has shown solid

growth over the prior year with the first half being

stronger than the second half. The improved

buying strategy, focus on cost control and a

favourable exchange rate led to the significant net

profit improvement. The trading environment has

remained tough in both New Zealand and Australia,

however the brands have adapted and responded

to these challenges to deliver the strong result.

Segment Results

Glassons New Zealand

Sales for the year were $89.50 million, an increase

of 7.16% on the prior year. Although the second

half was not as strong as the first, Glassons

continued to deliver margin growth. A key driver

in performance over the 12 months has been

improvement in fashionability and speed to

market. During the year a new store was opened

in Christchurch CBD and one underperforming

store in Glenfield was closed.

Following a review of the Glassons leadership

structure we have created the roles of CEO

New Zealand and CEO Australia, reporting directly

to the Group CEO.

April Pokaia has been appointed as CEO

of Glassons New Zealand, effective 1st December

2017. Prior to leaving Glassons in 2016, April had

13 years’ experience with the brand. James Glasson,

GM of Glassons Australia, was promoted to CEO

Glassons Australia from 6th October 2017.

Glassons Australia

Sales for the year were $50.06 million, an increase

of 21.57% on the prior year. The strategy to roll

out the new concept stores has been successful

along with the improved fashionability and speed

to market. This has resulted in continued growth

in Australia despite a particularly tough market for

retail. The store portfolio continues to be reviewed

and in the last year there has been three new

stores opened, three non profitable stores closed

and six stores refurbished to the new concept

format. Investment will continue in Australia as

we are encouraged by the results over the year.

There are currently plans to open two new

stores including the first Australian CBD store

in Melbourne.

Hallenstein Brothers

Sales for the year were $91.10 million (including

Australia), an increase of 1.89% on the prior year.

The increase was driven by a much improved

second half as the brand refocused and continued

to differentiate in the market. Hallenstein Brothers

continues to build on its established market

position in New Zealand and during the last year

has opened three stores in Australia. We will

continue to review the performance in Australia

and based on the success of these stores a

decision will be made on any further rollout.

Two new stores were opened in Newmarket

and Christchurch CBD and one underperforming

store was closed in The Hub in Christchurch.

Chairman’s

Report

Hallenstein Glasson Holdings Ltd Annual Report 2017

06

Storm
Sales for the year were $8.34 million, a decrease of

11.24% on the prior year. Sales struggled to maintain

momentum during the year due to tough trading

in a highly competitive segment of the market.

This has not been helped by major infrastructure

works around three key Auckland stores which has

had a material impact on trade. A review of the

brand was carried out towards the end of the year

and the decision made to close the Storm store

in Australia to focus on the brand in New Zealand,

this has seen trading improve. Christchurch CBD

store opened this year replacing the Christchurch

Container Store and a new store was opened

in Queenstown. There were also one-off costs

associated with the closure of Storm Australia.

E-Commerce

Online sales continue to grow at a significantly

greater rate than bricks and mortar stores, as a

result of the company’s commitment to build and

invest in digital. For the last financial year online

sales grew 44% which now represents over 9%

of Group turnover. We will continue to invest in

technology and resources in this area to ensure

that growth continues in this strategic area of

the business.

Dividend

The Directors have declared a final dividend

of 17 cents per share (fully imputed) to be paid

on 18th December 2017. Together with the

interim dividend of 14.5 cents per share paid on

13th April 2017 the dividend for the full year is

31.5 cents per share.

During the year capital expenditure was

$12.138 million, which was considerably higher than

historic levels of circa $6 million. This was primarily

due to a higher number of new and refurbished

stores in Australia, together with relocating all

chains back to the Christchurch CBD. We anticipate

capital expenditure will return to historic levels in

the new financial year. The balance sheet continues

to be strong, inventories well controlled and the

current trading patterns have allowed the company

to increase the dividend payment.

Future Outlook

The first seven weeks of the new financial year

has seen sales grow +5.48% on the prior year. The

improved buying strategy has allowed the gross

margin rate to also increase on last year. Customers

have reacted well to new seasons stock and web

sales continue to show increased rates of growth.

The company is continuing to invest in stores

with refurbishments planned for both Hallenstein

Brothers and Glassons in Queensgate shopping

centre in Wellington this season and two new stores

in Australia. The group is focused on ensuring our

performance going into Christmas trading.

An update on performance will be provided

at the Annual Meeting of Shareholders in

December 2017.

Warren Bell

Chairman

“ Our investment in digital has delivered

an encouraging 44% growth in online

sales. We will continue to invest in this

strategic area of our business.”

Hallenstein Glasson Holdings Ltd Annual Report 2017

07

“ We are obsessed with giving
our customers the most exciting

experience we can; delivered

through great service combined

with innovative store design.”

Mark Goddard

Group CEO

08

Hallenstein Glasson Holdings Ltd Annual Report 2017
09

Independent auditor’s report
to the shareholders of Hallenstein Glasson Holdings Limited

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 auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

The financial statements comprise:

the statement of financial position as at 1 August 2017;

the statement of comprehensive income for the year then ended;

the statement of changes in equity for the year then ended;

the statement of cash flows for the year then ended; and

the notes to the financial statements, which include a summary of significant accounting policies.

Our opinion

In our opinion, the financial statements of Hallenstein Glasson Holdings Limited (the Company),

including its subsidiaries (the Group), present fairly, in all material respects, the financial position of

the Group as at 1 August 2017, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in theAuditor’s responsibilities for the audit of the financial statementssection of

our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners(PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carried out other services for the Group in the areas of IFRS training and Australian taxation

compliance services. The provision of these other services has not impaired our independence.

Hallenstein Glasson Holdings Ltd Annual Report 2017

10

Independent auditor’s report
to the shareholders of Hallenstein Glasson Holdings Limited

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall group materiality: $1,203,500, which represents 5% of profit before

tax.

We applied this benchmark because, in our view, this is the metric against

which the performance of the Group is most commonly measured, and is a

generally accepted benchmark

We agreed with the Audit & Risk Committee that we would report to them

misstatements identified during our audit above $120,000 as well as

misstatements below that amount that, in our view, warranted reporting for

qualitative reasons.

We have identified one key audit matter being inventory valuation.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the financial statements as a whole as set out above. These,

together with qualitative considerations, helped us to determine the scope of our audit, the nature,

timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the financial statements and

our application of materiality. As in all of our audits, we also addressed the risk of management

override of internal controls including among other matters, consideration of whether there was

evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

Our Group audit scope focused on the major operating locations. In aggregate, the locations selected

as part of our audit scoping contributed 95% of the Group’s Revenue and 99% of the Group’s profit

before tax.

Audits of each major operating location are performed by PwC New Zealand at a materiality level

calculated by reference to a proportion of Group materiality appropriate to the relative scale of the

operations concerned. The remaining operations were not considered significant to the Group and

were subject to other procedures including analytical procedures.

Materiality

Audit scope

Key audit

matters

Hallenstein Glasson Holdings Ltd Annual Report 2017

11

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current year. The matter below was addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we

do not provide a separate opinion on the matter below.

Key audit matterHow our audit addressed the key audit

matter

Inventory Valuation

As at 1 August 2017, the Group held $20.6

million of inventories. Given the size of the

inventory balance relative to the total assets of

the Group and the estimates and judgements

described below, the valuation of inventory

required significant audit attention.

As disclosed in Note 3.2, inventories are held at

the lower of cost and net realisable value

determined using the weighted average cost

method. At year end, the valuation of inventory

is reviewed by management and the cost of

inventory is reduced where inventory is forecast

to be sold below cost.

The determination of whether inventory will be

realised for a value less than cost requires

management to exercise judgement and apply

assumptions. Management undertake the

following procedures for determining the level of

write down required:

Use inventory ageing reports together with

historical trends to estimate the likely

future saleability of slow moving and older

inventory lines;

For inventory aged greater than one year,

management apply a percentage based

write down to inventory. The percentages

are derived from historical levels of write

down;

Perform a line-by-line analysis of

remaining inventory to ensure it is stated at

the lower of cost and net realisable value

and a specific write down is recognised if

required.

Refer to Note 3.2 of the financial statements –

Inventories.

We have performed the following procedures

over the valuation of inventory:

For a sample of inventory items, re-

performed the weighted average cost

calculation and compared the weighted

average cost to the last purchase

invoices;

We tested that the ageing report used

by management correctly aged

inventory items by agreeing a sample of

aged inventory items to the last

recorded invoice;

On a sample basis we tested the net

realisable value of inventory lines to

recent selling prices;

We assessed the percentage write down

applied to older inventory with

reference to historic inventory write

downs and recoveries on slow moving

inventory; and

We re-performed the calculation of the

inventory write down.

We also made enquires of management,

including those outside of the finance function,

and considered the results of our testing above

to determine whether any specific write downs

were required.

From the procedures performed we have no

matters to report.

Independent auditor’s report

to the shareholders of Hallenstein Glasson Holdings Limited

Hallenstein Glasson Holdings Ltd Annual Report 2017

12

Information other than the financial statements and auditor’s report
The Directors are responsible for the Annual Report. Our opinion on the financial statements does not

cover the other information included in the Annual Report and we do not, and will not, express any

form of assurance conclusion on the other information. At the time of our audit, there was no other

information available to us.

In connection with our audit of the financial statements, if other information is included in the Annual

Report, our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in the

audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the

other information that we obtained prior to the date of our auditor’s report, we conclude that there is a

material misstatement of this other information, we are required to report that fact.

Responsibilities of the Directors for the financial statements

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

the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material

if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the

External Reporting Board’s website at:

https://xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1

This description forms part of our auditor’s report.

Who we report to

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

undertaken so that we might state those matters which we are required to state to them in an auditor’s

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 Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.

Independent auditor’s report

to the shareholders of Hallenstein Glasson Holdings Limited

Hallenstein Glasson Holdings Ltd Annual Report 2017

13

The engagement partner on the audit resulting in this independent auditor’s report is Julian Prior.
For and on behalf of:

Chartered AccountantsAuckland

28 September 2017

Independent auditor’s report

to the shareholders of Hallenstein Glasson Holdings Limited

Hallenstein Glasson Holdings Ltd Annual Report 2017

14

15
Hallenstein Glasson Holdings Ltd Annual Report 2017

Statement of comprehensive income
For the year ended 1 August 2017

$’000NOTE20172016

Sales revenue

2.1239,004223,510

Cost of Sales

2.1(98,350)(96,920)

Gross profit

140,654126,590

Other operating income

2.2954784

Selling expenses

(87,836)(80,921)

Distribution expenses

(7,327)(6,630)

Administration expenses

(22,614)(21,080)

Total expenses

(117,777)(108,631)

Operating profit

23,83118,743

Finance income

2.1239318

Profit before income tax

24,07019,061

Income tax

6.1(6,801)(5,382)

Net profit after tax attributable to the shareholders

of the Holding Company

2.117,26913,679

Other comprehensive income

- Items that will not be reclassified to profit or loss

Gains (net of tax) on revaluation of land and buildings

3,298–

Increase in share option reserve

129105

- Items that may be subsequently reclassified to profit or loss

Fair value (loss)/ gain (net of tax) in cash flow hedge reserve

764(3,480)

Total comprehensive income for the year attributable

to the shareholders of the Holding Company

21,46010,304

Earnings per share

Basic and diluted earnings per share

2.428.9522.93

The notes to the financial statements form an integral part of and are to be read in conjunction with these financial statements.

Hallenstein Glasson Holdings Ltd Annual Report 2017

16

The notes to the financial statements form an integral part of and are to be read in conjunction with these financial statements.
The financial statements are signed for and on behalf of the Board and were authorised for issue on 28 September 2017.

Graeme Popplewell Malcolm Ford

Director Director

28 September 2017 28 September 2017

Statement of financial position

As at 1 August 2017

$’000NOTE20172016

EQUITY

Contributed equity

5.127,27027,649

Asset revaluation reserve

15,91512,617

Cashflow hedge reserve

(1,654)(2,418)

Share option reserve

327203

Retained earnings

16,61517,826

Total equity

58,47355,877

Represented by

CURRENT ASSETS

Cash and cash equivalents

3.112,55214,191

Trade and other receivables

7791,660

Advances to employees

238346

Prepayments

3,8733,419

Inventories

3.220,60520,001

Total current assets

38,04739,617

NON-CURRENT ASSETS

Property, plant and equipment

4.244,86436,227

Intangible assets

539493

Deferred tax

6.21,6942,291

Total non-current assets

47,09739,011

Total assets

85,14478,628

CURRENT LIABILITIES

Trade payables

3.39,1697,921

Employee benefits

7.14,5003,929

Other payables

3.38,1876,208

Derivative financial instruments

7.52,2983,694

Taxation payable

2,517999

Total current liabilities

26,67122,751

Total liabilities

26,67122,751

Net assets

58,47355,877

Hallenstein Glasson Holdings Ltd Annual Report 2017

17

Statement of changes in equity
For the year ended 1 August 2017

$’000NOTE

SHARE

CAPITAL

TREASURY

STOCK

ASSET

REVALUATION

RESERVE

CASH

FLOW

HEDGE

RESERVE

SHARE

OPTION

RESERVE

RETAINED

EARNINGS

TOTAL

EQUITY

Balance at 1 August 2015

29,279(1,799)12,6171,06224222,01463,415

COMPREHENSIVE INCOME

Profit for year–––––13,67913,679

Revaluation net of tax–––––––

Cash flow hedges net of tax–––(3,480)––(3,480)

Increase in share option reserve––––105–105

Total comprehensive income

–––(3,480)10513,67910,304

TRANSACTIONS

WITH OWNERS

Purchase of treasury stock5.1, 5.2–(848)––––(848)

Sale of treasury stock5.1, 5.2–520––––520

Dividends 2.3, 5.1–149–––(17,895)(17,746)

Transfer to employee advances5.1–232––––232

Transfer of share option reserve


to retained earnings ––––(144)144–

(Gain)/loss on sale of

treasury stock transferred

to retained earnings5.1–116–––(116)–

Total transactions

with owners

–169––(144)(17,867)(17,842)

Balance at 1 August 2016

29,279(1,630)12,617(2,418)20317,82655,877

Comprehensive income

Profit for year–––––17,26917,269

Revaluation net of tax––3,298–––3,298

Cash flow hedges net of tax–––764––764

Increase in share option reserve––––129–129

Total comprehensive income

––3,29876412917,26921,460

TRANSACTIONS

WITH OWNERS

Purchase of treasury stock5.1, 5.2–(600)––––(600)

Sale of treasury stock5.1, 5.2–52––––52

Dividends 2.3, 5.1–175–––(18,491)(18,316)

Transfer to employee advances

5.1–––––––

Transfer of share option reserve

to retained earnings ––––(5)5–

(Gain)/loss on sale of

treasury stock transferred

to retained earnings

5.1–(6)–––6–

Total transactions

with owners

–(379)––(5)(18,480)(18,864)

Balance at 1 August 2017

29,279(2,009)15,915(1,654)32716,61558,473

The notes to the financial statements form an integral part of and are to be read in conjunction with these financial statements.

Hallenstein Glasson Holdings Ltd Annual Report 2017

18

Statement of cash flows
For the year ended 1 August 2017

The notes to the financial statements form an integral part of and are to be read in conjunction with these financial statements.

$’000NOTE20172016

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Sales to customers

239,885222,568

Rent received

2.2781784

Interest income

2.1214285

Interest on debtors

2.12533

240,905223,670

Cash was applied to:

Payments to suppliers

159,875158,972

Payments to employees

2.245,86343,102

Taxation paid

5,9727,495

211,710209,569

Net cash flows from/(applied to) operating activities

29,19514,101

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Proceeds from sale of property, plant and equipment

and intangible assets63133

Repayment of employee advances

105228

168361

Cash was applied to:

Purchase of property, plant and equipment and intangible assets

4.212,1385,917

12,1385,917

Net cash flows from/(applied to) investing activities

(11,970)(5,556)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Sale of treasury stock and dividends

5.1, 5.2227669

227669

Cash was applied to:

Dividend paid

2.318,49117,895

Purchase of treasury stock

5.1, 5.2600848

19,09118,743

Net cash flows from/(applied to) financing activities

(18,864)(18,074)

Net (decrease)/increase in funds held

(1,639)(9,530)

Cash and cash equivalents at the beginning of the year

14,19123,721

Cash and cash equivalents at the end of the year

3.112,55214,191

Hallenstein Glasson Holdings Ltd Annual Report 2017

19

Statement of cash flows (continued)
For the year ended 1 August 2017

$’000NOTE20172016

NET PROFIT AFTER TAXATION

17,26913,679

ADD/(DEDUCT) ITEMS CLASSIFIED AS INVESTING

OR FINANCING ACTIVITIES

Loss on sale of plant and equipment

2.235369

ADD/(DEDUCT) NON CASH ITEMS

Depreciation and amortisation

2.27,5657,512

Deferred taxation

6.2(688)(176)

Revaluation of financial instruments

(254)372

Share option expense

129105

ADD/(DEDUCT) MOVEMENTS IN WORKING CAPITAL ITEMS

Taxation payable

1,518(1,937)

Trade and other receivables and prepayments

427(3,762)

Trade and other payables and employee benefits

3,798(1,887)

Inventories

(604)(174)

NET CASH FLOWS FROM/(APPLIED TO) OPERATING ACTIVITIES

29,19514,101

The notes to the financial statements form an integral part of and are to be read in conjunction with these financial statements.

RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES

Hallenstein Glasson Holdings Ltd Annual Report 2017

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Notes to the financial statements
For the year ended 1 August 2017

Hallenstein Glasson Holdings is pleased to present a new structure designed to improve the clarity and usefulness

of these financial statements. The structure changes are regrouping the accounting policies and related notes, and

simplifying the disclosures. Accounting policies are disclosed in a shaded box.

1. BASIS OF PREPARATION

1.1 General information

Reporting entity

Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”) is a

retailer of men’s and women’s clothing in New Zealand and Australia.

The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered

office is Level 3, 235-237 Broadway Newmarket, Auckland.

Statutory base

Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC reporting

entity under Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the New Zealand Stock

Exchange (NZX). The financial statements of the Group have been prepared in accordance with the requirements of

Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.

The financial statements were approved for issue by the Board of Directors on 28 September 2017.

1.2 General accounting policies

Statement of compliance

These financial statements for the year ended 1 August 2017 have been prepared in accordance with Generally

Accepted Accounting Practice (GAAP). They comply with New Zealand equivalents to International Financial

Reporting standards (NZ IFRS), other New Zealand accounting standards and authoritative notices that are

applicable to entities that apply NZ IFRS. The financial statements comply with International Financial Reporting

Standards (IFRS).

Basis of preparation of financial statements

The principal accounting policies adopted in the preparation of the financial statements are set out below.

These policies have been consistently applied to all the periods presented, unless otherwise stated.

The reporting currency used in the preparation of these financial statements is New Zealand dollars,

rounded where necessary to the nearest thousand dollars.

Entities reporting

The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein Glasson

Holdings Limited and subsidiaries, together they are referred to in these financial statements as ‘the Group’.

The Parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.

Principles of consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group

is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect

those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which

control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies

are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency

with the policies adopted by the Group.

Hallenstein Glasson Holdings Ltd Annual Report 2017

21

Notes to the financial statements
For the year ended 1 August 2017

1. BASIS OF PREPARATION (CONTINUED)

Investments in subsidiaries

PRINCIPAL SUBSIDIARIESINTEREST HELD BY PARENT

AND GROUP

PRINCIPAL ACTIVITIES

20172016

Hallenstein Bros Limited100%100%Retail of menswear in New Zealand

Hallenstein Brothers Australia Limited100%n/aRetail of menswear in Australia

Glassons Limited100%100%Retail of womenswear in New Zealand

Glassons Australia Limited100%100%Retail of womenswear in Australia

Retail 161 Limited100%100%Retail of womenswear in New Zealand

Retail 161 Australia Limited100%100%Retail of womenswear in Australia

Hallenstein Properties Limited100%100%Property ownership in New Zealand

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation

of land and buildings and financial assets and liabilities (including derivative instruments) measured at fair value.

Critical accounting estimates, judgements and assumptions

The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical

accounting estimates. It also requires management to exercise its judgement in the process of applying the

Group’s accounting policies.

Property, plant and equipment: The Group has assessed whether the carrying value of its property, plant and

equipment have suffered any impairment since they were acquired. The recoverable amounts of cash generating

units (at a subsidiary level) are determined based on value in use calculations. These calculations require the use

of estimates and projections of future operating performance.

Inventory provision: The Group assess the inventory provision using management judgement which considers

a range of factors including the review of historical data, the age of inventory and current selling price trends

to determine the appropriateness of the provision.

Revaluation of Land and Buildings: The fair value of the Group’s land and buildings is determined by the Board

following an independent valuation undertaken at least every three years. The basis of the valuation is assessed

within a range indicated by two valuation approaches: discounted cash flow analysis and an income capitalisation

approach. The key assumptions are disclosed in note 4.2.

Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group’s operations are measured using the currency

of the primary economic environment in which it operates (‘the functional currency’). The financial statements

are presented in New Zealand dollars, which is the Company’s functional and the Group’s presentation currency.

Transactions and balances

The results and financial position of all the Group entities that have a functional currency different from the

presentation currency are translated into the presentation currency as follows:

(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that

balance sheet; and

(b) income and expenses for each statement of comprehensive income are translated at average exchange rates.

All resulting exchange differences are recognised in the statement of comprehensive income.

Hallenstein Glasson Holdings Ltd Annual Report 2017

22

2. PERFORMANCE
2.1 Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors.

The Board of Directors is the chief operating decision maker and is responsible for allocating resources and assessing

performance of the operating segments and they delegate that authority through the Chief Executive Officer.

The Board of Directors considers the business from both a product and geographic perspective as follows:

• Hallenstein Bros Limited (New Zealand) and Hallenstein Brothers Australia Limited (Australia)

• Glassons Limited (New Zealand)

• Glassons Australia Limited (Australia)

• Retail 161 Limited (New Zealand) and Retail 161 Australia Ltd (Australia) (Storm)

• Hallenstein Properties Limited (New Zealand) (Property)

The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from external

parties reported to the Board of Directors are measured in a manner consistent with that in the statement of

comprehensive income. There are no significant revenues derived from a single external customer.

Segment results

FOR THE YEAR ENDED 1 AUGUST 2017

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIA

HALLENSTEINSSTORMPROPERTYPARENT

TOTAL

GROUP

INCOME STATEMENT

Sales revenue from

external customers89,50050,06291,1018,341– –239,004

Cost of sales(38,166)(18,791)(38,145)(3,248)––(98,350)

Finance income1304845–16239

Depreciation and

software amortisation2,4442,0312,511298281–7,565

Profit/(loss)

before income tax11,2971,93410,434(434)839–24,070

Income tax(3,186)(548)(2,953)121(235)–(6,801)

Net profit/(loss)

after income tax8,1111,3867,481(313)604–17,269

BALANCE SHEET

Current assets

13,1034,32517,7081,0781,876(43)38,047

Non current assets10,5937,96510,0551,12817,356–47,097

Current liabilities8,6086,13111,0944873193226,671

Purchase of property, plant

and equipment and intangibles2,2283,9785,247577108–12,138

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

23

FOR THE YEAR ENDED 1 AUGUST
2016

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIA

HALLENSTEINSSTORMPROPERTYPARENT

TOTAL

GROUP

INCOME STATEMENT

Sales revenue from

external customers83,51841,18189,4149,397––223,510

Cost of sales(38,082)(17,317)(38,258)(3,263)––(96,920)

Finance income125117611–5318

Depreciation and

software amortisation2,7511,9422,287252280–7,512

Profit/(loss)

before income tax7,666(2,646)11,8881,208945–19,061

Income tax(2,155)737(3,359)(340)(265)–(5,382)

Net profit/(loss)

after income tax5,511(1,909)8,529868680–13,679

BALANCE SHEET

Current assets17,8852,66613,6741,9493,13730639,617

Non current assets10,0645,9057,43097514,637–39,011

Current liabilities7,4823,71610,2041,0562603222,751

Purchase of property, plant

and equipment and intangibles2,0332,1791,43326211–5,918

2.2 Income and expenses

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,

excluding Goods and Services Tax, rebates and discounts and after eliminating sales within the Group.

Revenue is recognised as follows:

Sales of goods – retail

Sales of goods are recognised when a Group entity has delivered a product to the customer. Retail sales are usually

in cash or by credit card. The recorded revenue is the gross amount of sale (excluding GST), including credit card

fees payable for the transaction. Such fees are included in selling expenses.

Interest income

Interest income is recognised using the effective interest method.

Rental income

Rental income from operating leases (net of any incentives) is recognised on a straight line basis over the lease term.

2. PERFORMANCE (CONTINUED)

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

24

2. PERFORMANCE (CONTINUED)
Income and expenses

Profit before income tax includes the following specific income and expenses:

$’00020172016

INCOME

Rental income

781784

Insurance proceeds

173–

EXPENSES

Occupancy costs

27,41525,422

Amounts paid to auditors - statutory audit

126123

Other services from auditors*

2010

Directors' fees

383382

Wages, salaries and other short term benefits

45,86343,102

Total depreciation

7,2947,220

Amortisation of software

271292

Total depreciation and amortisation

7,5657,512

Loss on sale of property, plant and equipment

35369

* Amount paid in respect of IFRS training and tax and compliance work performed in Australia, whilst prior year relates to tax work

performed in Australia.

2.3 Dividends

Provision is made for the amount of any dividend declared on or before the balance date but not distributed at

balance date.

Dividends

2017

CENTS PER

SHARE

2016

CENTS PER

SHARE

2017

$000’S

2016

$000’S

Interim dividend for the year ended 1 August 2017

14.508,649

Final dividend for the year ended 1 August 2016

16.509,842

Interim dividend for the year ended 1 August 2016

13.508,053

Final dividend for the year ended 1 August 2015

16.509,842

Total

31.0030.0018,49117,895

All dividends paid were fully imputed. Supplementary dividends of $100,210 (2016: $105,207) were paid to shareholders

not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.

2.4 Earnings per share

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company

by the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in

ordinary shares issued during the period.

Basic

Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number

of ordinary shares outstanding during the year.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

25

2. PERFORMANCE (CONTINUED)
Diluted

Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of ordinary

shares outstanding to assume conversion of all dilutive potential ordinary shares. There are no options convertible

into shares as at 1 August 2017 (2016: Nil).

Earnings per share

$’00020172016

Profit after tax

17,26913,679

Weighted average number of ordinary shares outstanding

59,64959,649

Basic and diluted earnings per share (cents per share)

28.9522.93

3. WORKING CAPITAL

3.1 Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term highly

liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash

and which are subject to an insignificant risk of changes in value, and bank overdrafts.

Statements of cash flows

The following are the definitions of the terms used in the statement of cash flows:

(I) Cash comprises cash and cash equivalents.

(II) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and

equipment, investments and employee advances.

(III) Financing activities are those activities which result in changes in the size and composition of the capital structure

of the Group. This includes both equity and debt not falling within the definition of cash. Dividends paid are

included in financing activities.

(IV) Operating activities include all transactions and other events that are not investing or financing activities.

Cash and cash equivalents

$’00020172016

Cash at bank

3,7671,978

Short term bank deposits

8,72212,152

Cash on hand

6361

12,55214,191

The carrying amount of cash and cash equivalents equals the fair value.

3.2 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average

method and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and

condition. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable

selling expenses, excluding borrowing costs.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

26

3. WORKING CAPITAL (CONTINUED)
Inventories


$’00020172016

Finished goods

21,14120,746

Inventory adjustments

(536)(745)

Net inventories

20,60520,001

Inventory adjustments are provided at year end for stock obsolescence within cost of sales in the statement of

comprehensive income.

The cost of inventories recognised as an expense and included in cost of sales amounted to $95,035,127

(2016: $96,668,046).

3.3 Trade and other payables

Trade and other payables amounts represent liabilities for goods and services provided to the Group prior to the end

of a financial period, which are unpaid. Trade and other payables are recognised initially at fair value and subsequently

accounted for at amortised cost using the effective interest method.

Trade and other payables

$’00020172016

Trade payables

9,1697,921

Other payables

8,1876,208

Total trade and other payables

17,35614,129

4. LONG TERM ASSETS

4.1 Leases

The Group is the lessee

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as

operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged

to the profit and loss in the statement of comprehensive income on a straight line basis over the period of the lease.

The Group is the lessor

Assets leased to third parties under operating leases are included in property, plant and equipment in the statement

of financial position. They are depreciated over their expected useful lives on a basis consistent with similar owned

property, plant and equipment. Rental income (net of any incentives given to lessees) is recognised on a straight line

basis over the lease term.

Lease commitments:

The Group leases various retail outlets under non-cancellable operating lease agreements. Leases reflect normal

commercial arrangements with varying terms, escalation clauses and renewal rights.

Lease commitments

$’00020172016

At balance date the future aggregate minimum lease commitments was as follows:

Due within one year

22,50818,341

One to two years

19,34714,985

Two to five years

34,40923,884

Later than five years

7,2545,002

Total operating lease commitments

83,51862,212

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

27

4. LONG TERM ASSETS (CONTINUED)
Lease receivables:

The Group owns rental property which it leases under non-cancellable operating lease agreements to external

parties. Leases reflect normal commercial arrangements with varying terms, escalation clauses and renewal rights.

The future minimum rental payments receivable under these leases is as follows:

Lease receivables

$’00020172016

Due within one year

862722

One to two years

763716

Two to five years

1,8491,848

Later than five years

128725

Total lease receivables

3,6024,011

4.2 Property, plant and equipment

Recognition and measurement

Land and buildings were valued on 1 August 2017 by Telfer Young (Hawkes Bay) Ltd, Fordbaker Valuation Limited

and Colliers International who are independent registered valuers and associates of The New Zealand Institute of

Valuers. The valuers have recent experience in the location and category of the item being valued. The fair values

of the assets represent the estimated price for which a property could be sold on the date of valuation in an

orderly transaction between market participants.

The adopted valuation has been assessed within a range indicated by two valuation approaches:

Income capitalisation approach and discounted cash flow analysis.

The following table summarises the valuation approach and key assumptions used by the valuers to arrive

at fair value.

VALUATION APPROACHDESCRIPTION OF THE VALUATION APPROACH

Income capitalisation approachA valuation methodology which determines fair value by capitalising

a property’s sustainable net income at an appropriate, market derived

capitalisation rate (yield). Unobservable inputs within the income


capitalisation approach include:

a) Net Market Rent which is the annual amount for which a tenancy

within property is expected to achieve under a new arm’s length

leasing transaction after deducting a fair share of property

operating expenses.

b) Capitalisation Rate (yield) which is the rate of return, determined

through analysis of comparable, market related sales transactions

which is applied to a property’s sustainable net income to

derive value.

Discounted cash flow analysis

With the discounted cash flow approach (DCF) a cash flow budget is

established for the property over a ten-year time horizon. Within the

cash flow an allowance is made for rental growth as well as deducting

costs associated with property ownership A terminal value is also


estimated and the cash flows are discounted at a market rate to arrive

at a net present value. Unobservable inputs within the discounted

cash flow approach include:

a) The discount rate which is the rate determined through analysis of

comparable market related sales transactions which is applied to a

property’s future net cash flows to convert those cash flows into a

present value.

b) The terminal capitalisation rate which is the rate which is applied

to a property’s sustainable net income at the end of an assumed

holding period to derive an estimated market value.

c) Rental growth rate which is the annual growth rate applied to

market rent over an assumed holding period.

d) Expenses growth which is the annual amount applied to property

operating expenses over an assumed holding period.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

28

4. LONG TERM ASSETS (CONTINUED)
The revaluation surplus net of applicable deferred income taxes was credited to other comprehensive income

and is shown in the asset revaluation reserve in shareholders’ equity.

At each reporting date, where a valuation report is not obtained the most recent valuation reports are reviewed

by the management team. The review focuses on checking material movements and ensuring all additions and

disposals are captured and that there have been no material changes to the underlying assumptions on which

the valuations are based.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there

were no transfers between levels of the fair value hierarchy.

Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in

determining fair value. These are summarised in the table below:

DESCRIPTION

FAIR VALUE AT

1 AUGUST 2017

$000’S

VALUATION

TECHNIQUE

UNOBSERVABLE

INPUTS

RANGE OF

UNOBSERVABLE

INPUTS

RELATIONSHIP OF

UNOBSERVABLE INPUTS


TO FAIR VALUE

Land and

buildings –

retail

12,490Income

capitalisation

approach and


discounted

cash flow

analysis

Net market rent$408 – $1,164 per m

2

The higher the rent per

square metre the higher

the fair value

Capitalisation rate

(yield)

6.53% – 7.35%The lower the yield the

higher the fair value

Discount rate7.37% – 9.00%The higher the discount

rate the lower the fair value

Terminal

capitalisation rate

7.00% – 7.75%The higher the terminal

rate the lower the fair value

Rental growth rate1.50% – 2.52%The higher the rental

growth rate the higher the

fair value

Expenses growth$3,129 – $5,000The higher the expenses

the lower the fair value

Land and

buildings –

warehouse

11,500Income

capitalisation

approach and

discounted

cash flow

analysis

Net market rent$96 – $122 per m

2

The higher the rent per

square metre the higher

the fair value

Capitalisation rate

(yield)

5.375% – 7.05%The higher the yield the

lower the fair value

Discount rate7.25% – 8.30%The higher the discount

rate the lower the fair value

Terminal

capitalisation rate

5.75% – 8.50%The higher the terminal

rate the lower the fair value

Rental growth rate2.50% – 3.00%The higher the Rental

growth rate the higher the

fair value

Expenses growth$3,687 – $10,546The higher the expenses

the lower the fair value

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,

only when it is probable that future economic benefits associated with the item will flow to the Group and the cost

of the item can be measured reliably.

Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive

income and shown as an asset revaluation reserve in shareholders’ equity. Decreases that offset previous increases

of the same asset are charged in other comprehensive income and debited against the asset revaluation reserve

directly in equity; all other decreases are charged to the statement of comprehensive income. Each year on

revaluation, the difference between depreciation based on the revalued carrying amount of the asset charged to

the statement of comprehensive income, and depreciation based on the asset’s original cost is transferred from

‘other reserves’ to ‘retained earnings’.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

29

4. LONG TERM ASSETS (CONTINUED)
Depreciation

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their

cost, net of their residual values, over their estimated useful lives, as follows:

Buildings 67 years

Plant and equipment 2 – 5 years

Furniture, fittings and office equipment 5 – 10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.

Impairment

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount. Assets that are subject to amortisation are reviewed

for impairment whenever events or changes in circumstances indicate that the carrying amount may not be

recoverable, for example a planned store closure, withdrawal from a business segment, or assessment of loss

making stores. Assets are grouped at the lowest levels for which there are separately identifiable cash flows

(cash generating units).

Disposal

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are

included in the statement of comprehensive income.

YEAR ENDED 1 AUGUST 2017

$’000

LAND AT

FAIR VALUE

BUILDINGS

AT FAIR

VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV

8,45512,54911,9543,26936,227

Additions

– 849,0482,68311,815

Disposals

– – (85)(86)(171)

Depreciation

– (290)(5,317)(1,687)(7,294)

Revaluations

7553,532 – – 4,287

Closing NBV

9,21015,87515,6004,17944,864

Cost/Valuation

9,21015,87554,61417,96297,661

Accumulated depreciation

– – (39,014)(13,783)(52,797)

Closing NBV

9,21015,87515,6004,17944,864

YEAR ENDED 1 AUGUST 2016

$’000

LAND AT

FAIR VALUE

BUILDINGS

AT FAIR

VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV

8,45512,84313,2143,67938,191

Additions

– – 4,3921,3675,759

Disposals

– – (311)(193)(503)

Deprecation

– (290)(5,277)(1,652)(7,220)

Transfers

– (4)(64)68 –

Closing NBV

8,45512,54911,9543,26936,227

Cost/Valuation

8,45512,83946,86412,47380,631

Accumulated depreciation

– (290)(34,910)(9,204)(44,404)

Closing NBV

8,45512,54911,9543,26936,227

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

30

4. LONG TERM ASSETS (CONTINUED)
If land and buildings were stated on an historical cost basis, the amounts would be as follows:

$’00020172016

Land

7,8097,809

Buildings

10,65010,566

Cost

18,45918,375

Accumulated depreciation

(2,243)(2,030)

Net book amount

16,21616,345

5. EQUITY

5.1 Share capital

Ordinary shares are classified as capital, net of treasury stock.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,

net of tax, from the proceeds.

Treasury stock

Shares purchased on market under the executive share scheme are treated as treasury stock on acquisition at cost.

On vesting to the employee, treasury stock shares are credited to equity and an employee loan is recorded initially

at fair value and subsequently at amortised cost.

Reserves

The asset revaluation reserve records revaluations of property, net of tax. The cash flow hedge reserve records the

fair value of derivative financial instruments, net of tax that meet the hedge accounting criteria. The share option

reserve is used to record the accumulated value of unvested share rights arising from the executive share scheme

which have been recognised in the statement of comprehensive income.

Contributed equity

2017

SHARES

2016

SHARES

2017

$000’S

2016

$000’S

Balance at beginning of year

59,107,42559,113,75927,64927,480

Purchase of treasury stock

(174,715)(289,857)(600)(848)

Sale of treasury stock

14,591192,42352520

Dividends

––175149

Transfer to employee advances

–91,100–232

(Gain)/loss on sale of treasury stock

transferred to retained earnings

––(6)116

Balance at end of year

58,947,30159,107,42527,27027,649

Representing:

Share capital

59,649,06159,649,06129,27929,279

Treasury stock (net of dividends)

(701,760)(541,636)(2,009)(1,630)

Total

58,947,30159,107,42527,27027,649

All shares are fully paid and rank equally.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

31

5. EQUITY (CONTINUED)
5.2 Executive share scheme

Equity settled share-based compensation benefits are provided to employees in accordance with the Group’s

executive share scheme. The fair value of share rights granted under the scheme is recognised as an employee

benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised

over the period during which the employees become unconditionally entitled to the share rights.

The fair value at grant date of the share rights are determined using a Black Scholes Pricing model that takes into

account the exercise price, the term of the share right, the vesting and performance criteria, the non-tradable nature

of the share right, the share price at grant date and expected price volatility of the underlying share, the expected

dividend yield and the risk-free interest rate for the term of the share right.

At each balance date, the Group revises its estimate of the number of share rights that are expected to become

exercisable. The employee benefit expense recognised each period takes into account the most recent estimate.

Upon the vesting of share rights, the balance of the share option reserve relating to the share rights is transferred

to retained earnings.

The Company operates an employee share scheme for certain senior executives to purchase ordinary shares in

the Company.

The Company provides the employees with limited recourse loans on an interest free basis to assist employees’

participation.

The loans are applied to purchase shares on market and the shares are treated as treasury stock.

The loan amount is the total market value of the shares plus any commission applicable on the date of purchase.

Any dividends payable on the shares are applied towards the repayment of the advance.

Shares purchased under the scheme are held by two directors as custodians and vest three years from the date of

purchase. In the event the employee leaves the Company during the vesting period, the loan is repaid by selling the

shares on market. Any gain or loss arising from the sale of shares is included in equity. Refer to note 5.1 for further

detail on treasury stock.

In accordance with NZ IFRS 2 this scheme is an equity-settled scheme.

The model inputs for shares issued during the year ended 1 August 2017 included a share issue price ranging

between $3.01–$3.53, (2016: $2.72–$3.41) an expected price volatility of 30% (2016: 30%), a risk free interest

rate of 1.9% (2016: 2.25%–2.5%) and an estimated 3 year vesting period.

Executive share scheme

YEAR ENDED 1 AUGUST 2017YEAR ENDED 1 AUGUST 2016

NUMBER

OF SHARES

PURCHASE/

(SALE) PRICE

NUMBER

OF SHARES

PURCHASE/

(SALE) PRICE

Balance at beginning of financial year

541,636535,302

Purchased on market during the year

174,7153.43289,8572.93

Forfeited during the year

(14,591) (3.55)(192,423) (2.70)

Exercised during the year

–(91,100)

Balance at end of financial year

701,760541,636

Percentage of total shares hold by scheme

1.18%0.91%

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

32

6. TAXATION
6.1 Income tax expense

The income tax expense or revenue for the period is the tax payable or receivable on the current period’s taxable

income based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred tax assets

and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their

carrying amounts in the financial statements and unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply

when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively

enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and

taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain

temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability

is recognised in relation to these temporary differences if they arose in a transaction, other than a business

combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable

that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount

and tax bases of investments in operations where the Company is able to control the timing of the reversal of

the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised

directly in equity.

Goods and Services Tax (GST)

The statement of comprehensive income and statement of cash flows have been prepared so that all components

are stated exclusive of GST. All items in the statement of financial position are stated net of GST, with the exception

of receivables and payables, which include GST invoiced.

Income tax expense

$’00020172016

Income tax expense

The tax expense comprises:

Current tax expense 7,4895,558

Deferred tax expense (note 6.2)

– Future tax benefit current year(688)(176)

Total income tax expense

6,8015,382

Reconciliation of income tax expense to tax rate applicable to profits

Profit before income tax expense24,07019,061

Tax at 28% (2016: 28%)6,7405,337

Tax effect of:

– Expenses not deductible for tax6145

Total income tax expense

6,8015,382

The effective tax rate for the year was 28% (2016: 28%).

The Group has no tax losses (2016: Nil) and no unrecognised temporary differences (2016: Nil).

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

33

6. TAXATION (CONTINUED)
The tax (charge)/credit relating to components of other comprehensive income are as follows:

20172016

BEFORE

TAX

TAX

(CHARGE)

/CREDIT

AFTER

TAX

BEFORE

TAX

TAX

(CHARGE)

/CREDIT

AFTER

TAX

Gains (net of tax) on revaluation

of land and buildings

4,287(989)3,298–––

Fair value (loss)/gain (net of tax)

in cash flow hedge reserve

1,060(296)764(4,833)1,353(3,480)

Increase in share option reserve

129–129105–105

6.2 Deferred tax

Deferred tax

$’00020172016

AMOUNTS RECOGNISED IN PROFIT OR LOSS

Depreciation

908395

Amortisation – fixed rent

301244

Provisions and accruals

830712

2,0391,351

AMOUNTS RECOGNISED DIRECTLY IN EQUITY

Asset revaluation reserve

(989)–

Cash flow hedges

644940

Total amount recognised

1,6942,291

MOVEMENTS

Balance at beginning of year

2,291763

Credited/(charged) to the income statement

688176

Credited/(charged) to equity

(1,285)1,352

Balance at end of the year

1,6942,291

6.3 Imputation credits

$’00020172016

Imputation credits available for subsequent reporting periods

14,18613,045

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

34

7. OTHER
7.1 Employee benefits

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick leave

expected to be settled within 12 months of the reporting date are recognised in other payables in respect of

employees’ services up to the reporting date and are measured at the amounts expected to be paid when the

liabilities are settled. Liabilities for non accumulating sick leave are recognised when the leave is taken and

measured at the rates paid or payable.

Employee benefits

$’00020172016

Holiday pay accrual and other benefits

4,5003,929

7.2 Capital expenditure commitments

$’00020172016

Commitments in relation to store fitouts

7921,285

7.3 Contingencies

Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business

on which no loss is anticipated are as follows:

$’00020172016

Letters of credit

224197

Bank guarantee provided to the New Zealand Stock Exchange Limited

7575

Letters of credit

Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of the

same value representing inventories purchased.

7.4 Related party transactions

During the year, the Company advanced and repaid loans to its subsidiaries by way of internal current accounts. In

presenting the financial statements of the Group, the effect of transactions and balances between fellow subsidiaries

and those with the Parent have been eliminated. All transactions with related parties were in the normal course of

business and provided on commercial terms.

The Group undertook transactions with the related interests of the majority shareholder as detailed below:

$’00020172016

T C Glasson

Rent on retail premises based on independent valuations

2,0101,087

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

35

7. OTHER (CONTINUED)
The following Directors received directors’ fees and dividends in relation to shares held personally as follows:

DIRECTORS’ FEESDIVIDENDS

$’0002017201620172016

Mr T C Glasson

68683,4473,336

Mr W J Bell

979764

Ms K Bycroft

7575––

Mr M Donovan

6868153

Mr G Popplewell

––5957

Mr M Ford

7574––

Advances to employees under the executive share scheme (refer note 5.2)

$’00020172016

Mr G Popplewell

–85

Payments to Mr G Popplewell

$’00020172016

Consulting fees

55–

Key management compensation was as follows:

$’00020172016

Short term employee benefits

2,8442,923

Share scheme benefit

129105

The Company operates an employee share scheme for certain senior executives and is outlined in Note 5.2.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

36

7. OTHER (CONTINUED)
7.5 Financial risk management

Fair value estimation

Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to measure fair

value. The different levels have been defined as follows:

– Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

– Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,

either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

– Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)

(Level 3).

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event

or change in circumstances that caused the transfer.

The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair value

of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is

determined by using valuation techniques. These valuation techniques maximise the use of observable market

data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required

to fair value an instrument are observable, the instrument is included within Level 2. Under Level 2 the Group holds

forward foreign exchange contracts. The fair value of these forward foreign exchange contracts is determined

using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value.

Refer to note 7.5.4.

The Group’s land and buildings within property, plant and equipment is classified as Level 3 in the fair value

hierarchy as one or more of the significant inputs into the valuation are not based on observable market data.

Refer to note 4.2 for more information.

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently

re-measured to their fair value. The method of recognising the resulting gain or loss depends on whether the

derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Company

designates certain derivatives as either; (1) hedges of the fair value of recognised assets or liabilities or a firm

commitment (fair value hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges).

The Group documents at the inception of the transaction the relationship between hedging instruments and

hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions.

The Group also documents its assessment, both at hedge inception and on an ongoing basis, whether the

derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting

changes in fair values or cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow

hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective

portion is recognised immediately in the profit and loss component of statement of comprehensive income.

Amounts accumulated in equity are recycled in the statement of comprehensive income in the periods when

the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place).

However, when the forecast transaction that is hedged results in the recognition of a non-financial asset

(for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred

from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for

hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised

when the forecast transaction is ultimately recognised in the statement of comprehensive income. When a forecast

transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately

transferred to the profit and loss component of the statement of comprehensive income.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these derivative

instruments are recognised immediately in the statement of comprehensive income.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

37

7. OTHER (CONTINUED)
7.5.1 Financial risk factors

The Group’s activities expose it to various financial risks including, liquidity risk, credit risk, and market risk

(including currency risk and cash flow interest rate risk). The Group’s risk management strategy is to minimise

adverse effects on Comprehensive Income. Derivative financial instruments are used to hedge currency risk.

7.5.2 Liquidity Risk

Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The Group’s

approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet

its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Group’s reputation.

The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow.

At balance date, the Group had $12.552 million (2016: $14.191 million) in cash reserves and accordingly, management

consider liquidity risk to be relatively low.

The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity

groupings based on the remaining period from the statement of financial position to the contractual maturity date.

The cash flow hedge “outflow” amounts disclosed in the table are the contractual undiscounted cash flows liable

for payment by the Group in relation to all forward foreign exchange contracts in place at balance date. The cash

flow hedge “inflow” amounts represent the corresponding inflow of foreign currency back to the Group as a result

of the gross settlement on those contracts, converted using the spot rate at balance date. The carrying value shown

is the net amount of derivative financial liabilities and assets as shown in the statement of financial position.

Trade payables are shown at carrying value in the table. No discounting has been applied as the impact of

discounting is not significant.

AS AT 1 AUGUST 2017

$’000

LESS THAN

3 MONTHS

3-12

MONTHSTOTAL

CARRYING

VALUE

Trade and other payables

17,355–17,35517,355

Employee benefits

4,500–4,5004,500

Total

21,855–21,85521,855

Forward foreign exchange contracts

Cash flow hedges:

– Outflow

(14,134)(40,233)(54,366)(54,366)

– Inflow

13,37839,09152,46952,068

Net

(756)(1,142)(1,897)(2,298)

AS AT 1 AUGUST 2016

$’000

LESS THAN

3 MONTHS

3-12

MONTHSTOTAL

CARRYING

VALUE

Trade and other payables

14,129–14,12914,129

Employee benefits

3,929–3,9293,929

Total

18,058–18,05818,058

Forward foreign exchange contracts

Cash flow hedges:

– Outflow

(20,160)(32,264)(52,424)(52,424)

– Inflow

17,92431,14249,06648,730

Net

(2,236)(1,122)(3,358)(3,694)

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

38

7. OTHER (CONTINUED)
7.5.3 Credit Risk

Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting

in financial loss to the Group. The Group incurs credit risk from trade receivables and transactions with financial

institutions. The Group places its cash, short-term investments and derivative financial instruments with high

credit quality financial institutions. Retail sales are predominantly settled in cash or by using major credit cards.

0.4% (2016: 0.7%) of sales give rise to trade receivables. This maximum exposure to credit risk is carrying amount

of trade receivables.

Concentration of credit risk with respect to debtors is limited due to the large number of customers included in

the Group’s customer base.

The Group does not require collateral or other security to support financial instruments with credit risk.

7.5.4 Market Risk

Foreign exchange risk

The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US dollar

with the purchase of inventory from overseas suppliers.

The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is reviewed

on a regular basis, and management report monthly to the Board to confirm policy is adhered to. All committed

foreign currency requirements are fully hedged, and approximately 61% (2016: 58%) of anticipated foreign currency

requirements are hedged on a rolling twelve month basis.

The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk arising

from future purchases.

Forward exchange contracts – cash flow hedges

These contracts are used for hedging committed or highly probable forecast purchases of inventory. The contracts

are timed to mature during the month the inventory is shipped and the liability settled. The cash flows are expected

to occur at various dates within one year from balance date.

When forward exchange contracts have been designated and tested as an effective hedge the portion of the gain

or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in equity.

These gains or losses will be released in the profit and loss in the statement of comprehensive income at various

dates over the following year as the hedged risk crystallises.

At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$54.366 million

(2016: NZ$52.424 million), primarily in US Dollars. At balance date these contracts are represented by assets of

$Nil (2016: $Nil) and liabilities of $2.298 million (2016: $3.694 million). When foreign exchange contracts are not

designated and tested as an effective hedge, the gain or loss on the foreign exchange contract is recognised in

the profit and loss in the statement of comprehensive income.

At balance date there are no such contracts in place (2016: $Nil).

Interest rate risk

The Group has no interest bearing liabilities. Exposure to interest rate risk arises only from the impact on income

from operating cash flows as a result of interest bearing assets, such as cash deposits.

Sensitivity analysis

Based on historical movements and volatilities and management’s knowledge and experience, management believes

that the following movements are ‘reasonably possible’ over a 12 month period:

• Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD)

against the USD, from the year end rate of 0.7508 (2016: 0.7103)

• A parallel shift of +1% / -1% in the market interest rates from the year end deposit rate of 1.90% (2016: 2.00%)

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

39

7. OTHER (CONTINUED)
If these movements were to occur, the post-tax impact on profit and loss and equity for each category of

financial investment:

AS AT 1 AUGUST 2017INTEREST RATEFOREIGN EXCHANGE RATE

CARRYING-1%+1%-10%+10%

$’000AMOUNTPROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

12,552(126)(126)126126––––

Accounts receivable

779––––––––

Advances to employees

238––––––––

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables

17,355––––445–(364)–

Employee benefits

4,500––––––––

Derivatives used for Hedging

Derivatives designated as

cash flow hedges (forward

foreign exchange contracts)

2,298–––––(745)–400

Total increase/decrease

(126)(126)126126445(745)(364)400

AS AT 1 AUGUST 2016INTEREST RATEFOREIGN EXCHANGE RATE

CARRYING-1%+1%-10%+10%

$’000AMOUNTPROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

14,191(142)(142)142142––––

Accounts receivable

1,660–––––––-

Advances to Employees

346––––––––

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables

14,129––––549–(449)–

Employee benefits

3,929––––––––

Derivatives used for Hedging

Derivatives designated as cash

flow hedges (forward foreign

exchange contracts)

3,694–––––(335)–274

Total increase/decrease

(142)(142)142142549(335)(449)274

The Parent is not exposed to any interest rate or foreign exchange risk.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

40

7. OTHER (CONTINUED)
7.5.5 Capital risk management

The Group’s objectives when managing capital are to maximise the value of shareholder equity and ensure that

the Group continues to safeguard its ability to continue as a going concern. Group capital consists of share capital,

reserves and retained earnings. In order to meet these objectives, the Group may adjust the amount of dividend

payment made to shareholders. The Group has no specific banking or other arrangements which require that the

Group maintain specific equity levels.

7.6 Events subsequent to balance date

Subsequent to year end, the Board has resolved to pay a final dividend of 17.0 cents (2016: 16.5 cents) per share

(fully imputed). The dividend will be paid on 18th December 2017 to all shareholders on the Company’s register

as at 5:00pm, 11 December 2017.

7.7 Standards, amendments and interpretations to existing standards

No new accounting policies have been adopted that are considered to have a significant impact on the

financial statements.

There have been no significant changes in accounting policies during the year.

New accounting standards, amendments and interpretations to existing standards that are not yet effective,

and have not been early adopted by the Group, are:

NZ IFRS 15: Revenue from contracts with customers (Effective date: periods beginning on or after 1 January 2018)

NZ IFRS 15, ‘Revenue from contracts with customers’ deals with revenue recognition and establishes principles for

reporting useful information to users of financial statements about the nature, amount, timing and uncertainty of

revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer

obtains control of a good or service and thus has the ability to direct the use and obtain the benefits from the

good or service. The standard replaces NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction contracts’ and related

interpretations. The standard is effective for annual periods beginning on or after 1 January 2018 and earlier

application is permitted. The Group intends to adopt NZ IFRS 15 on its effective date and does not expect it

to materially impact the Group.

NZ IFRS 9: Financial Instruments (Effective date: periods beginning on or after 1 January 2018)

NZ IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial assets

and financial liabilities. The complete version of NZ IFRS 9 was issued in September 2014. It replaces the guidance

in NZ IAS 39 that relates to the classification and measurement of financial instruments. NZ IFRS 9 retains but

simplifies the mixed measurement model and establishes three primary measurement categories for financial assets:

amortised cost, fair value through other comprehensive income and fair value through profit or loss. The basis of

classification depends on the entity’s business model and the contractual cash flow characteristics of the financial

asset. Investments in equity instruments are required to be measured at fair value through profit or loss with the

irrevocable option at inception to present changes in fair value in other comprehensive income not recycling.

There is now a new expected credit losses model that replaces the incurred loss impairment model used in NZ IAS

39. For financial liabilities there were no changes to classification and measurement except for the recognition of

changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or

loss. NZ IFRS 9 relaxes the requirements for hedge effectiveness by replacing the bright line hedge effectiveness

tests. It requires an economic relationship between the hedged item and hedging instrument and for the ‘hedged

ratio’ to be the same as the one management actually use for risk management purposes. Contemporaneous

documentation is still required but is different to that currently prepared under NZ IAS 39. The standard is effective

for accounting periods beginning on or after 1 January 2018. Early adoption is permitted. The Group intends to adopt

NZ IFRS 9 on its effective date and does not expect it to materially impact the Group.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

41

7. OTHER (CONTINUED)
NZ IFRS 16: Leases (Effective date: periods beginning on or after 1 January 2019)

NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a

lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration. Under NZ IAS 17, a lessee was required to make a distinction between a finance lease (on balance sheet)

and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting

future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an optional exemption for

certain short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees.

For lessors, the accounting for leases under NZ IFRS 16 is almost the same as NZ IAS 17. However, the guidance on

the definition of a lease has been updated (as well as the guidance on the combination and separation of contracts),

lessors will also be affected by the new standard. The standard is effective for accounting periods beginning on or

after 1 January 2019. Early adoption is permitted but only in conjunction with NZ IFRS 15, ‘Revenue from Contracts

with Customers’.

The Group currently intends to adopt NZ IFRS 16 on its effective date being for the year ended 1 August 2020,

and has yet to assess its full impact.

However based on preliminary assessments the Group has determined that NZ IFRS 16 will have a significant impact

on the Group’s statement of financial position and statement of comprehensive income, measurement and disclosures.

The statement of financial position will be impacted by the recognition of a right of use asset, and a corresponding

lease liability. The statement of comprehensive income will be impacted by the recognition of an interest expense and

an amortisation expense and the de-recognition of the current rental expense. The full impact on the statements has

yet to be finalised.

Notes to the financial statements

For the year ended 1 August 2017

Hallenstein Glasson Holdings Ltd Annual Report 2017

42

General disclosures
BOARD OF DIRECTORS

Directors of the Company in office at the end of the year or who ceased to hold office during the year:

DIRECTORQUALIFICATIONS/EXPERIENCESPECIAL RESPONSIBILITIES

Warren James BellM Com CA. Appointed December 1986. Mr Bell holds

appointments on a number of boards of private

companies, and is a professional director.

Chairman of Directors

Non-executive Director

Michael John DonovanANZIM. Appointed May 1990. Non-executive

Independent Director

Timothy Charles GlassonFounder of Glassons womenswear retail chain.

Appointed November 1985 on merger with

Hallensteins.

Non-executive Director

Graeme James PopplewellFormer CEO, B Com CA. Appointed March 1985.Non-executive Director

Malcolm FordAppointed June 2010. Background includes 20 years

with experience in direct sourcing particularly in Asia,

Mr Ford also has experience in brand management

across wholesale and retail markets.

Non-executive

Independent Director

Karen BycroftBSC, Postgrad Marketing. Appointed November 2014.

Background includes 25 years in Retail in the UK and

Australia with Marks and Spencer, Sears, Woolworths

and Country Road. Experience in Strategy, Marketing,

and Leadership. Also an Associate of Melbourne

Business School and Executive Coach.

Non-executive

Independent Director

PRINCIPAL ACTIVITIES OF THE GROUP

Hallenstein Glasson Holdings Limited is a non-trading Holding Company. The principal trading subsidiaries are

Glassons Limited, Glassons Australia Ltd (involved in the retail of women’s apparel), Retail 161 Limited, Retail 161

Australia Ltd (Storm brand), Hallenstein Bros Limited and Hallenstein Brothers Australia Limited (retail of men’s

apparel). The subsidiaries are 100% owned by Hallenstein Glasson Holdings Limited.

REVIEW OF OPERATIONS

(a) Consolidated results for the year ended 1 August 2017

$’00020172016

Operating revenue

239,004223,510

Profit before income tax

24,07019,061

Income tax

(6,801)(5,382)

Profit for the year

17,26913,679

(b) Dividend

An interim dividend of 14.5 cents per share together with a supplementary dividend of 2.558 cents per share

to non-resident shareholders was paid on 13th April 2017.

Subsequent to balance date the Directors have declared a final dividend of 17.0 cents per share payable

18th December 2017. Non-resident shareholders of the Company will also receive a supplementary dividend

of 3.0 cents per share. Dividends are fully imputed to New Zealand resident shareholders.


Hallenstein Glasson Holdings Ltd Annual Report 2017

43

General disclosures
DIRECTORS

(a) Remuneration and all other benefits

Remuneration of Directors

$’00020172016

Mr T C Glasson

6868

Mr W J Bell

9797

Mr M Donovan

6868

Mr M Ford

7574

Mr G Popplewell

364623

Ms K Bycroft

7575

7471,005

(b) Shareholdings

Beneficially held

20172016

W J Bell

20,14315,143

T C Glasson

11,950,58811,950,588

M J Donovan

–10,000

G J Popplewell

203,604203,604

M Ford

10,00010,000

Non-beneficially held

20172016

M Ford and M J Donovan as custodians for Staff Share Scheme

701,760541,636

(c) Interests in share dealing

M Ford and M Donovan as Trustees for share purchase scheme

DAT E

PURCHASE/(SALE)

NUMBER OF SHARES$

On market purchase

06/04/2017 24,273 84,302

On market purchase

07/04/2017 32,482 112,399

On market purchase

05/04/2017 84,727 303,294

On market purchase

02/11/2016 12,733 38,313

On market purchase

1/11/2016 20,500 61,685

On market sale

05/04/2017(14,591) (51,788)

Mr W J Bell

Off market transfer

16/11/2016 5,000 –

Hallenstein Glasson Holdings Ltd Annual Report 2017

44

Hallenstein Glasson Holdings Ltd Annual Report 2017

44

General disclosures
(d) Disclosures of interests by Directors

W J Bell

T C Glasson

ChairmanSt Georges Hospital Inc

DirectorSabina Ltd

DirectorRyman Healthcare Group of Companies

DirectorMantles Ltd

DirectorAlpine Energy Group of Companies

DirectorGlasson Trustee Ltd

DirectorCyprus Enterprises and Meadow Mushrooms

DirectorCHC Properties Ltd

Group of Companies

DirectorJCG Trustee Ltd

DirectorSabina Ltd

Director152 Hereford Ltd

DirectorGlasson Trustee Ltd

DirectorSIG Trustee Ltd

Director152 Hereford Ltd

TrusteeHallenstein Glasson Staff Benefit Trust

DirectorCHC Properties Ltd

DirectorWarren Bell Ltd

M Ford

DirectorPoraka Ltd

TrusteeHallenstein Glasson Staff Benefit Trust

M Donovan

K Bycroft

DirectorMike and Carol Donovan Trustee Ltd

AdvisorySpotlight Retail Group

DirectorDonovan’s Ltd

Board Member

G J Popplewell

None

(e) Directors’ insurance

As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993 the

Company has arranged Directors’ and Officers’ Liability Insurance that ensures Directors will incur no monetary

loss as a result of actions undertaken by them as Directors provided they act within the law.

(f) Directors’ and Officers’ use of Company information

During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to

use of Company information.

STATE OF AFFAIRS

The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period under

review are included in the Chairman’s Report and the audited statement of comprehensive income.

Hallenstein Glasson Holdings Ltd Annual Report 2017

45

Hallenstein Glasson Holdings Ltd Annual Report 2017

45

EMPLOYEE REMUNERATION
The number of employees with the Group (other than Directors) receiving remuneration and benefits above

$100,000 in relation to the year ended 1 August 2017 was:

EMPLOYEE REMUNERATION20172016

100,000-109,999

61

110,000-119,999

13

120,000-129,999

44

130,000-139,999

22

140,000-149,999

21

150,000-159,999

11

160,000-169,999

14

170,000-179,000

31

180,000-189,999

1–

190,000-199,999

––

200,000-209,999

2–

210,000-219,999

25

220,000-229,999

12

230,000-239,999

11

250,000-259,999

––

260,000-269,999

12

270,000-279,999

11

280,000-289,999

11

290,000-299,999

1–

300,000-309,999

–2

310,000-319,999

1–

350,000-359,999

1–

360,000-369,999

–1

390,000-399,999

1–

400,000-409,999

––

440,000-449,999

–1

580,000-589,999

––

590,000-599,999

––

610,000-619,999

–1

620,000-629,9991–

640,000-649,9991–

730,000-739,9991–

REMUNERATION TO AUDITORS

The fee for the audit of the Holding Company and subsidiaries, paid to PricewaterhouseCoopers, was $125,980.

General disclosures

Hallenstein Glasson Holdings Ltd Annual Report 2017

46

Corporate governance
The Board of Directors is elected by shareholders to oversee the management of the Company and is responsible for

all corporate governance matters and reporting to shareholders. The Board has adopted a charter incorporating the

features of the NZX Corporate Governance Best Practice code. The charter is available at www.hallensteinglasson.co.nz.

The Board establishes the Company’s objectives, determines the strategies for achieving those objectives, and

monitors management performance. It also establishes delegated authority limits for capital expenditure, treasury,

and remuneration.

The principal trading activities, Glassons and Hallensteins, comprise separate subsidiaries, each with its own

management team and Board. The Group Board delegates the responsibility for the day-to-day management of

each subsidiary to the Board and management of that subsidiary. The Board is responsible for the appointment of,

and assessment of the performance of, the Chief Executive Officer and the members of the senior management team.

The Board meets at least ten times each year, and in addition a full corporate strategy meeting is held each year.

Directors receive monthly reporting including profit and loss and balance sheets for each operating subsidiary,

together with operations reports from the senior executive from each business unit.

BOARD MEMBERSHIP

At the date of signing the Annual Report, the Board consisted of six non-executive Directors. In recognition of the

importance of independent views and the Board’s role in supervising the activities of management, the Chairperson

is a non-executive Director.

Independent Directors at the date of this report are:

M J Donovan

M J Ford

K Bycroft

Other non-executive Directors are:

W J Bell (Chairman)

T C Glasson

G Popplewell

The constitution of the Company requires at least one-third of the Directors or, if their number is not a multiple of

three, then the number nearest to one-third, shall retire from office at the annual meeting each year, but shall be

eligible for re-election at that meeting. Those to retire shall be those who have been longest in office since they were

last elected or deemed elected.

The Board may at any time appoint a person to be a Director either as an additional Director or to fill a casual

vacancy. Any person who is appointed a Director by the Board shall retire from office at the next annual meeting

of the Company, but shall be eligible for re-election at that next meeting.

A list of the Directors and their qualifications is on page 43 of this report.

Hallenstein Glasson Holdings Ltd Annual Report 2017

47

Corporate governance
COMMITTEE STRUCTURE

The Board has established three committees, comprising non-executive Directors.

Remuneration Committee

• Comprises the non-executive members of the Board, and is chaired by Mr T Glasson. The function of the

Committee is to make specific recommendations on remuneration packages and other terms of employment

for Directors and executive Directors. The Committee utilises independent advice where necessary to ensure

remuneration practices are appropriate for the Company, and to ensure the best possible people are recruited

and retained. The remuneration committee charter is available at www.hallensteinglasson.co.nz.

Audit Committee

• Comprises the non-executive members of the Board, and is chaired by Mr M J Ford. The Committee meets

directly with the external auditors at least twice a year, and receives all correspondence between the Company

and its auditors. The other main responsibilities of the Committee is to ensure internal controls are effective,

financial reporting is reliable, applicable laws and regulations are complied with, and auditor independence is

maintained. The audit committee charter is available at www.hallensteinglasson.co.nz.

Nomination Committee

• Comprises the non-executive members of the Board, and is chaired by Mr M J Donovan. When appropriate,

the committee will make recommendations on the appointment of Directors. The nominations committee charter

is available at www.hallensteinglasson.co.nz.

Health and Safety Committee

• Comprises the non- executive members of the Board and is chaired by Ms K Bycroft. The committee oversees the:

– Existing systems and processes

– Approval of health & safety policies and procedures

– Monitoring of any incidents, hazards and risks

– Communication to the Board and ensures the Board and Directors are informed on matters relating to health

and safety governance, performance and compliance

– Regular assessments on health and safety systems.

The health and safety committee charter is available at www.hallensteinglasson.co.nz.

DIVERSITY

A breakdown of gender composition of Directors and Officers as at 1 August 2017 is shown below:

Gender Diversity as at 1 August

20172016

Directors

Female

11

Male

55

Officers

Female

22

Male

66

The Company does not have a formal diversity policy.

Hallenstein Glasson Holdings Ltd Annual Report 2017

48

REPORTING AND DISCLOSURE
Reporting to shareholders and the market generally is in accordance with generally accepted accounting principles,

and the Board ensures compliance with relevant legislation and NZX requirements. The Board is responsible

for ensuring it meets its obligation for continuous disclosure in accordance with the NZX Listing Rule 10.1 and

acknowledges that shareholders and the investment market generally should be promptly informed of any events

that may be price sensitive as regards the Company’s’ share value.

The Board has a formal procedure which must be followed when Directors, senior employees, or related parties

wish to trade in the Company’s shares. They must notify and obtain consent from the Board prior to trading in HLG

shares, and are only permitted to trade within two window periods. They are between the full year announcement

date (during September) and 1 January, and between the half year announcement date (during March) and 1 July.

The Directors’ shareholdings, trading of shares together with other matters for disclosure are set out on page 44

of this report.

BOARD REMUNERATION

Details of Directors remuneration are shown on page 44 of this report.

Shareholders are asked to approve fees each year. Fees are established using independent surveys covering

New Zealand based organisations of a similar scope and size.

Key executive remuneration comprises a base salary, together with an “at risk” component which is earned subject

to Company profitability. The remuneration committee seeks independent advice where appropriate when setting

key executive remuneration.

RISK ASSESSMENT

The Board regularly reviews risk, and maintains insurance cover with reputable insurers for most types of insurable risk.

HEALTH AND SAFETY

The Company has health and safety systems and processes in place that includes training employees and recording

any incidents, hazards and risks. These systems ensure we continue to provide a safe working environment for staff,

contractors and customers.

The Parent indemnifies all Directors named in this report, and current and former executives of the Group against

all liabilities (other than to the Parent or member of the Group), which arise out of their normal duties as Director

or executive Officers, unless the liability relates to conduct involving lack of good faith. To manage this risk, the

Group has indemnity insurance.

AUDIT

The external audit is undertaken by PricewaterhouseCoopers. The Board acknowledges the independence of

auditors, and only seeks additional services from PricewaterhouseCoopers where any threats to independence

can be appropriately mitigated.

SHAREHOLDER RELATIONS

The Company releases all information to the NZX, and also posts any announcements to the Company website at

www.hallensteinglasson.co.nz. Key information, including annual reports, the constitution and Board charters are

also posted for ease of reference. The Board approves all communication with shareholders.

Shareholders are encouraged to attend annual meetings, and these are held at different cities within New Zealand

on a rotation basis so that as many shareholders as possible have the opportunity to attend. The external auditors

are required to be available at each annual meeting.

Corporate governance

Hallenstein Glasson Holdings Ltd Annual Report 2017

49

Shareholder information
Hallenstein Glasson Holdings Ltd Annual Report 2017

50

ANALYSIS OF SHAREHOLDING AS AT 28 SEPTEMBER 2017

RANGE

HOLDER

COUNT

HOLDER

COUNT %

HOLDING

QUANTITY

HOLDING

QUANTITY %

1 to 99761.242,3530.00

100 to 1991011.6513,4680.02

200 to 4992924.7893,4800.16

500 to 9994467.31296,6120.50

1,000 to 1,9991,15518.921,516,9122.54

2,000 to 4,9991,90931.275,759,7369.66

5,000 to 9,9991,05617.306,788,55111.38

10,000 to 49,99995515.6416,556,81327.76

50,000 to 99,999611.004,004,8246.71

100,000 to 499,999460.758,219,69613.78

500,000 to 999,99960.103,439,8735.77

1,000,000 to 9,999,999,999,99920.0312,956,74321.72

Total

6,10599.9959,649,061100.00

TOP 20 SHAREHOLDERS AS AT 28 SEPTEMBER 2017

RANKNAMEADDRESSUNITS

% OF

UNITS

1.TIMOTHY CHARLES GLASSONPO Box 248, Christchurch 814011,950,58820.035

2.FNZ CUSTODIANS LIMITEDPO Box 396, Wellington 61401,006,1551.687

3.FORSYTH BARR CUSTODIANS LIMITEDPrivate Bag 1999, Dunedin 9054775,1671.300

4.HSBC NOMINEES (NEW ZEALAND) LIMITED

– NZCSD

PO Box 5947, Wellesley Street,

Auckland 1141

585,1940.981

5.KEVIN JAMES HICKMAN & JOANNA

HICKMAN & JOHN ANTHONY CALLAGHAN

PO Box 79084, Avonhead,

Christchurch 8446

565,0000.947

6.JBWERE (NZ) NOMINEES LIMITEDPrivate Bag 92085, Victoria Street

West, Auckland 1142

511,6650.858

7.INVESTMENT CUSTODIAL SERVICES

LIMITED

PO Box 35, Shortland Street,

Auckland 1140

502,8470.843

8.KEVIN JAMES HICKMAN & JOANNA

HICKMAN

24 Waiwetu Street, Fendalton,

Christchurch 8052

500,0000.838

9.CUSTODIAL SERVICES LIMITEDPO Box 13155, Tauranga 3141491,9570.825

10.ACCIDENT COMPENSATION CORPORATION

– NZCSD

c/- Jp Morgan Att Asset Services,

PO Box 5652, Wellington 6140

450,0000.754

11.CUSTODIAL SERVICES LIMITEDPO Box 13155, Tauranga 3141447,1530.750

12.JOHN FRANCIS MANAGHPO Box 1022, Napier 4140389,0630.652

13.CITIBANK NOMINEES (NEW ZEALAND)

LIMITED – NZCSD

GPO Box 764G, Melbourne VIC

3000, AUSTRALIA

357,7320.600

14.CUSTODIAL SERVICES LIMITEDPO Box 13155, Tauranga 3141298,5780.501

15.JPMORGAN CHASE BANK NA NZ BRANCH-

SEGREGATED CLIENTS ACCT – NZCSD

Att: Asset Services, PO Box 5652240,2590.403

16.CUSTODIAL SERVICES LIMITEDPO Box 13155, Tauranga 3141237,8780.399

17.ASB NOMINEES LIMITEDPO Box 35, Shortland Street,

Auckland 1140

228,3100.383

18.GRAEME JAMES POPPLEWELL26 Lemington Road, Westmere,

Auckland 1022

203,6040.341

19.ASB NOMINEES LIMITEDPO Box 35, Shortland Street,

Auckland 1140

201,4590.338

20.GEM LIMITEDPO Box 209, Dunedin 9054200,0000.335

Totals: Top 20 holders of ordinary shares20,142,60933.77

Total remaining holders balance39,506,45266.23

Hallenstein Glasson Holdings Ltd Annual Report 2017
51

52

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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