The Warehouse Group Limited logo

The Warehouse Group 2018 Interim Results Announcement

Half Year Results8 March 2018WHSConsumer Discretionary

The Warehouse Group Limited

26 The Warehouse Way

Northcote, Auckland 0627

PO Box 33470, Takapuna

Auckland 0740, New Zealand


phone +64 9 489 7000

fax +64 9 489 7444

web www.twg.co.nz





8 March 2018



Listed Company Relations

New Zealand Exchange Limited




The Warehouse Group Limited


Unaudited results for the 26 weeks ended 28 January 2018



Attached financial information as required by NZX Listing Rule 10.4.2


1. Appendix 1 disclosures for the 26 weeks ended 28 January 2018, Summary

Income Statement for the 26 weeks ended 28 January 2018 together with

second quarter sales

2. 2018 Interim Result Presentation

3. Media Release

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

12 April 2018 to those shareholders on the company’s share register as at

5.00pm NZT 3 April 2018

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

28 January 2018

6. Auditors Independent Review Report






Kerry Nickels

Company Secretary

---

Reporting Period
Previous Reporting Period

REPORTED Amount ($ 000s) Percentage change

Revenue from ordinary activities - continuing operations $ 1,598,076 down (0.9)%

Profit from ordinary activities after tax attributable to

shareholders - continuing operations

$ 35,345 down (15.1)%

Net profit attributable to shareholders $ 31,798 up 134.6 %

ADJUSTED Amount ($ 000s) Percentage change

Adjusted profit from ordinary activities after tax attributable to

shareholders

$ 37,666 down (16.4)%

Distributions Amount per share Imputed amount per share

Interim dividend 10.00 cents 3.8889 cents

Record date - Interim dividend 03 April 2018

Payment date - Interim dividend 12 April 2018

Comments

Asset Backing January 2018 January 2017

Net tangible asset backing per ordinary share 106.9 cents 107.3 cents

Basis of Report

Accounting Standards

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

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

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

commentary. All figures are NZ$ unless otherwise stated.

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

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

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

2013.

THE WAREHOUSE GROUP LIMITED

Results for announcement to the market

31 July 2017 to 28 January 2018

1 August 2016 to 29 January 2017

Refer to media release.

Reporting Period 31 July 2017 to 28 January 2018
Previous Reporting Period 1 August 2016 to 29 January 2017

GLOSSARY OF TERMS USED IN THIS RELEASE

"Reported" information is per the audited financial statements

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

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

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

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

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

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

"Trading EBITDA" refers to Earnings before interest, tax, depreciation and amortisation

THE WAREHOUSE GROUP LIMITED

Supplementary Information

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

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

- 2 -

Reporting Period 31 July 2017 to 28 January 2018
1 August 2016 to 29 January 2017

SUMMARY INCOME STATEMENT

(NZ $000)2018 2017 % Change

The Warehouse940,055 975,097 - 3.6%

Warehouse Stationery 128,987 138,775 - 7.1%

Noel Leeming453,853 422,149 + 7.5%

Torpedo788,591 86,402 + 2.5%

Other group operations5,501 5,436 + 1.2%

Inter-segment eliminations(18,911)(15,997)

RETAIL SALES1,598,076 1,611,862 - 0.9%

The Warehouse49,031 59,508 - 17.6%

Warehouse Stationery 3,656 6,455 - 43.4%

Noel Leeming15,253 9,207 + 65.7%

Torpedo7776 2,424 - 68.0%

Other group operations(10,297)(7,670)

OPERATING PROFIT FROM CONTINUING OPERATIONS58,419 69,924 - 16.5%

Loss on property disposal- (812)

Restructuring costs(3,223)(3,961)

EBIT (Earnings before interest and tax from continuing operations)55,196 65,151 - 15.3%

Net interest expense(5,516)(6,586)- 16.2%

Income tax expense(14,204)(16,854)

NPAT (Net profit for the period from continuing operations)35,476 41,711 - 14.9%

Loss from discontinued operations (net of tax)(3,547)(28,073)

Minority interests(131)(83)

TAX PAID PROFIT AFTER MINORITIES AND DISCONTINUED OPERATIONS31,798 13,555 + 134.6%

ADJUSTED PROFIT37,666 45,036 - 16.4%

OPERATING MARGIN

The Warehouse5.2 % 6.1 % - 90 bp

Warehouse Stationery 2.8 % 4.7 % - 190 bp

Noel Leeming3.4 % 2.2 % + 120 bp

Torpedo70.9 % 2.8 % - 190 bp

Retail Group3.7 % 4.3 % - 60 bp

TAX PAID PROFIT MARGIN2.0 % 0.8 % + 120 bp

THE WAREHOUSE GROUP LIMITED

Supplementary Information

Previous Reporting Period

- 3 -

Reporting Period 31 July 2017 to 28 January 2018
Previous Reporting Period 1 August 2016 to 29 January 2017

ADJUSTED NET PROFIT RECONCILIATION

(NZ $000)2018 2017

ADJUSTED NET PROFIT37,666 45,036

Add back: Unusual items

Gain/(loss) on property disposal- (812)

Restructuring costs(3,223)(3,961)

(3,223)(4,773)

Less: Taxation

Income tax relating to unusual items902 1,336

Income tax expense related to depreciation recovered on building disposals- 29

Unusual items after tax(2,321)(3,408)

NET PROFIT ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT35,345 41,628

Operating model restructuring costs - refer Financial Statements note: 14

THE WAREHOUSE GROUP LIMITED

Supplementary Information

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

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

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

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

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

acquisitions or disposals and costs connected with restructuring the Group.

In January 2017 the Group commenced a program of changes to its business operating model. The changes were designed to drive an

improvement in financial performance, reduce costs and generate greater customer relevance. The changes focused primarily on

simplification to reduce complexities, drive efficiencies and increase business agility. This involved strengthening and consolidating the

various Group support service functions to drive synergy benefits, deliver efficiencies and reduce complexity. It also involved combining The

Warehouse and Warehouse Stationery and similarly combining the Noel Leeming and Torpedo7 Groups by integrating their operating

structures and executive leadership teams.


The first stage of this process has now largely been concluded and a second phase has started. The Group has engaged global management

consultancy firm, McKinsey & Company to assist with the second phase of the transformation process and strategy implementation.

- 4 -

Reporting Period 31 July 2017 to 28 January 2018
Previous Reporting Period 1 August 2016 to 29 January 2017

Quarterly Retail Sales information:

SalesSales

(31 July 2017 to 29 October 2017)

20182017

($ Million) ($ Million)

The Warehouse 357.9 377.5 - 5.2 % - 4.0 %

Warehouse Stationery59.1 63.7 - 7.2 % - 8.2 %

Noel Leeming195.1 183.6 + 6.3 % + 5.1 %

Torpedo739.2 37.8 + 3.7 % + 2.0 %

SalesSales

(30 October 2017 to 28 January 2018)

20182017

($ Million) ($ Million)

The Warehouse 582.2 597.6 - 2.6 % - 3.5 %

Warehouse Stationery69.9 75.1 - 6.9 % - 7.6 %

Noel Leeming258.8 238.5 + 8.5 % + 5.1 %

Torpedo749.4 48.6 + 1.6 % - 1.0 %

SalesSales

(31 July 2017 to 28 January 2018)

20182017

($ Million) ($ Million)

The Warehouse 940.1 975.1 - 3.6 %

- 3.7 %

Warehouse Stationery129.0 138.8 - 7.1 % - 7.9 %

Noel Leeming453.9 422.1 + 7.5 % + 5.1 %

Torpedo788.6 86.4 + 2.5 % + 0.3 %

Store Numbers

20182017201820172018201720182017

Start Quarter 2939378 77 69 67 11 12

End Quarter 2939279 77 70 67 11 12

20182017201820172018201720182017

Start Quarter 2503,970 499,547 74,591 71,927 73,216 71,169 12,652 10,109

End Quarter 2507,476 504,551 76,055 73,472 72,895 71,959 12,652 10,109

- 1 - -

1 - - 1

1 1 - -

- - - -

Noel Leeming

First quarter sales

Change in

sales

Change in

same store

sales

Year to date sales

Store footprint

(Square Metres)

The Warehouse

THE WAREHOUSE GROUP LIMITED

Supplementary Information

Second quarter sales

Change in

sales

Change in

same store

sales

The Warehouse

Warehouse Stationery

Warehouse StationeryTorpedo7

Change in

sales

Change in

same store

sales

Noel LeemingWarehouse StationeryTorpedo7

The Warehouse

Noel Leeming

Torpedo7

Store changes during the quarter

New

store

Replacement

store

Store

closure

Store

extension/

reduction

-5-

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THE WAREHOUSE GROUPLIMITED
FY18INTERIMRESULT

THURSDAY, 8MARCH 2018

Chair’s Introduction
The first half year has seen the start of a major Transformation across The Warehouse Group. Notable achievements in

the first half include the change in pricing strategy in our core Warehouse ‘Red Sheds’ business from hi-lo to EDLP, and

the operational integration of Warehouse Stationery (‘Blue’) with The Warehouse, and Torpedo7 with Noel Leeming.

Consequently our financial results have been directly affected by these changes, however our second quarter results

improved on our first quarter performance, and that trend is continuing into the second half.

The Group is reporting an adjusted Net Profit After Tax of $37.7M which is above the guidance range issued on 10

January 2018, and represents a (16.4)% reduction compared to the comparable period last year (in that comparison we

have excluded the results of the discontinued Financial Services operations).

In our guidance in January we highlighted an accrual for expected remuneration incentives across the business as a

material point of difference to last year. Incentives are a normal part of our remuneration structures, and only

periodically pay out based on business performance. At the start of the financial year we set targets in an environment

of major change, and incentivised milestone achievements and behaviours that align to long term shareholder value. If

we backed out all remuneration incentives from the first half numbers for this year and last year, the difference in

underlying performance is (1.7)%.

We updated the market in November on our strategy and planned transformation. The November/December/January

quarter is our peak trading period so no major new initiatives were launched in that second quarter as the business was

focused on trading the peak season. As we enter the second half, work is commencing on the next set of change

initiatives.

The business is executing on its change agenda and the Board is encouraged by the first half results, with the decline in

financial performance from these changes to date being less severe than we have seen in other retailers who have

shifted to an EDLP strategy.

The Warehouse Group H1 18 Interim Result
Retail sales were down 0.9% on last

year. Declines in Red, driven by a

change in pricing strategy, and Blue

which dealt with headwinds caused by

the internal change programme and

softer trading. Offsetting these were

strong growth in Noel Leeming and

growth in Torpedo7 sales.

A 0.7% increase in Gross Profit dollars is

driven by Noel Leeming, offset by margin

erosion in Red relating to the shift to

EDLP pricing strategy, and

underperformance in Blue.

CODB increased in the half as the

business increased its capabilities in

Information Systems teams, and

strengthened its executive and senior

management in readiness for the

Transformation.

The H117 numbers have been restated

to adjust for the classification of the sold

financial services business as a

discontinued operation.

Adjusted NPAT has been delivered

above the range signalled to the market

on 10 January, at $37.7M which is

(16.4)% down on last year.

A first half result influenced by major changes occurring in the business as the Group executes against its

Transformation plan. Noel Leeming is a bright spot amongst a backdrop of challenging performances, some

expected and some unexpected, particularly in the Blue Sheds.

$ MH1 18 H1 17Variance

Retail Sales1,598.11,611.9-0.9%

Gross Profit522.5519.0+0.7%

Gross Margin32.7%32.2%+50bps

CODB464.16449.1+3.3%

CODB29.0%27.9%+110bps

Retail Operating Profit58.469.9-16.5%

Operating Margin3.7%4.3%-60bps

NPAT (Reported)35.341.6-15.1%

NPAT (Adjusted)37.745.0-16.4%

Operating Cash Flow46.678.5-40.6%

Ordinary Dividend10.0cps10.0cps0.0cps

THE WAREHOUSE GROUP


3

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

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

acquisitions or disposals and restructuring costs.

$M

EBITNPAT

H1 18H1 17H1 18H1 17

Adjusted Earnings

58.469.937.745.0

Restructure

(3.2)(3.9)(2.4)(2.9)

Property Divestments

-(0.8)-(0.6)

Deferred Tax Adjustment

(resulting from property divestments)

-0.1

Reported Earnings

55.265.235.341.6

Discontinued

(3.5)(28.0)

Attributable to Shareholders

31.813.6

THE WAREHOUSE GROUP


4

Balance Sheet
The reduction in working capital year

on year relates to timing differences in

debtors and creditor payments versus

balance date, and the removal of

Finance Receivables following the

sale of the Financial Services

business in H118.

Held for sale assets include the Lunn

Avenue site, for which we are in a due

diligence phase for development of

that site. Last year the Newmarket

site was included as available for sale

and was subsequently sold in July

2017.

Tax assets are higher largely due to

the reversal of deferred tax liabilities

connected with the property sales.

Net Debt is lower by $94M, due to

receipt from the sale of Newmarket,

and timing of cash flows, resulting in a

steadily reducing gearing level.

Equity is lower than last year, due to

the write down of the financial

services business, rather than

dividends which are based around

retail profits.

$MH1 18H1 17Variance

Inventory

Finance Receivables

Trade & other

Receivables

Trade & other Payables

Provisions

540.3

-

75.4

(291.3)

(78.5)

540.5

74.7

80.4

(329.1)

(68.3)

-0.2M

-74.7M

-5.0M

+37.8M

-10.2M

Working Capital

245.9298.2-52.3M

Fixed Assets

Held for Sale

271.4

16.2

297.1

52.3

-25.7M

-36.1M

Funds Employed

533.5647.5-114.1M

Tax Assets

Derivatives

Goodwill and brands

44.5

(12.6)

106.6

41.2

(10.7)

106.6

+3.3M

-1.9M

0M

Capital Employed

672.0784.7

-112.7M

Shareholders’ Equity

Minority Interests

Net Debt

501.8

1.0

169.2

521.2

0.2

263.3

-19.4M

+0.8M

-94.1M

Source of Funds

672.0784.7

-112.7M

Gearing

25.2%33.6%

Balance Sheet gearing is improving and is at appropriate levels.

THE WAREHOUSE GROUP


5

6
Cash Flow

The movement year on year in

operating cash flows is largely a

result of the timing of creditor

payments (part of working capital).

Proceeds from Divestments

include the proceeds from the sale

of the Financial Services business

which settled after the FY17

balance date.

Retail capital expenditure

continues to track at levels that are

in line with depreciation.

The business remains cash generative, and we continue to focus on improving the gearing

ratio and improving our management of working capital.

$MH1 18H1 17Variance

Trading EBITDA

87.399.0

-11.7M

Working Capital

Taxes Paid

Interest Paid

Other Items

(15.0)

(12.2)

(5.9)

(7.6)

14.7

(20.1)

(8.3)

(6.8)

-29.7M

+7.9M

+2.4M

-0.8M

Operating Cash Flow

46.678.5

-31.9M

Capital Expenditure

Divestments

Securitised debt sold

Dividends Received

Dividends Paid

Other

(38.9)

17.4

45.2

0.1

(20.9)

(0.4)

(38.4)

14.8

-

0.1

(17.5)

(0.8)

-0.5M

+2.6M

+45.2M

-

-3.4M

+0.4M

Net Cash Flow

49.136.7

+12.4M

Opening Net Debt

Closing Net Debt

(218.3)

(169.2)

(300.0)

(263.3)

THE WAREHOUSE GROUP


6


The WarehouseGroup

FY18INTERIM RESULT


A period dominated by

our accelerated transition

to EDLP pricing,

Customer reaction

positive with growth in

transactions and volume

of product sold

THE WAREHOUSE GROUP


9

The Warehouse –2018 Interim Result
Same Store Sales decreased by

3.7% in H1. The decrease in Q2

was 3.5%.

The reduction in Sales revenue

was an anticipated effect from the

transition to EDLP. Unit Volume of

product sold increased by 6.7%.

Gross margin percentage reduced

slightly as we invested in price as

part of our transition to EDLP and

completed clearance of

discontinued ranges.

Sales deleverage resulted in CODB

increasing by 60 bps. In dollar

terms a reduction of $5 million

reflecting progress in delivering a

simpler business.

CAPEX includes a number of

technology projects together with

the relocation of one store.

10

$MH1 18H1 17Variance

Sales

940.1975.1

-3.6%

Same Store

Sales

-3.7%+1.3%

-500bps

Gross Profit

339.2354.7

-4.4%

Gross Margin

36.1%36.4%

-30bps

CODB

290.2295.2

-1.7%

CODB

30.9%30.3%

+60bps

Operating Profit

49.059.5

-17.6%

Operating Margin

5.2%6.1%

-90bps

Capital Expenditure

19.318.3

+1.0M

Stores

9392

+1

Reduction in Operating Margin as the business managed one-off clearance of discontinued

stock lines as part of its EDLP transition.

THE WAREHOUSE GROUP


10


Sales

Apparel continued to perform strongly with Sales and margin both increasing. Customers have

reacted positively to our curated assortment and our pricing.

With the warmer summer weather this year Seasonal categories have performed well with Water

Sports and Pools, Cooling and Outdoor Furniture leading the way.

Unit growth has been particularly strong in Grocery, with our Confectionery and Health & Beauty

categories performing ahead of expectations. Our dollar deals with specific dollar price points

have contributed to this result.

Gross Profit

Gross Profit declined $15.5M in the half as we invested in price and continued our clearance of

discontinued lines. This was particularly apparent in our Home and Leisure departments. In

Apparel our margins continued to improve.

CODB

Focus throughout the half on cost reduction, however CODB leverage is challenging with

declining Sales during the half. Productivity and developing a simpler business continues to be

a focus.

11

The Warehouse –2018 Interim Highlights

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

THE WAREHOUSE GROUP


11


Stores

In the period we relocated our Rolleston store to a new larger site. We also opened a

Clearance site at Balmoral, Auckland.

Focus

With the transition to EDLP largely complete we are continuing to focus on price elasticity

with a view to improving gross margins. Completion of the one-off clearance of discontinued

products will take place in H2.

Further reduction in CODB is expected in H2 as we continue to remove complexity from our

operating model.

12

The Warehouse –2018 Interim Highlights

Continued emphasis on reshaping our Operating Model for sustainable profitability.

THE WAREHOUSE GROUP


12

FY18 INTERIM RESULT


Warehouse Stationery

operating profit

impacted by one-off

integration complexity

THE WAREHOUSE GROUP


14

Significant one off impact to the business from integration to Red systems
Warehouse Stationery –2018 Interim Result

Significant sales impact from softer

performance in communications

and technology segments and one-

off impact of the integration of Blue

sheds business onto core Red

sheds systems.

Number of transactions similar to

last year but reduction in average

sale price due to higher value

category performance.

Improved trend in Back to School

trading.

Margin percentage increased 50

bps reflecting reduced mix of

technology.

Increase in CODB percentage as a

result of sales deleverage and high

level of fixed cost. Emphasis

placed on maintaining service

levels.

We opened two new stores in Q4

F17 in Haweraand Johnsonville,

Wellington. We opened a Store

within a Store in Rolleston in Q2

this half (as part of our Red shed

store).

15

$MH1 18H1 17Variance

Sales

129.0138.8

-7.1%

Same Store Sales

-7.9%+1.2%

-910bps

Gross Profit

51.354.5

-5.9%

Gross Margin

39.8%39.3%

+50bps

CODB

47.648.0

-0.9%

CODB %

37.0%34.6%

+240bps

Operating Profit

3.76.5

-43.4%

Operating Margin

2.8%4.7%

-190bps

Capital Expenditure

0.41.4

-1.0M

Stores

7067

+3

THE WAREHOUSE GROUP


15

FY18 INTERIM RESULT


Another strong

performance from Noel

Leeming resulting in year

on year operating profit

growth of 66%

THE WAREHOUSE GROUP


17

Noel Leeming Group –2018 Interim Result
A significant increase in Operating Profit, with continued focus on providing end to end service

for our customers through our Passionate Experts.

Strong sales results in H1

resulted in sales growth of 7.5%

with SSS +5.1%.

Key growth came from the

Cellular and Audio categories.

Gross Profit was $13.2m up on

H1 17. This was as a result of

the increase in sales volumes

and an improved GP% of 150bps

driven by category mix and

promotional activity.

One-off adjustment in the

treatment of supplier funded

rebates for store fixtures results

in an additional $2.7m into GP.

Strong Operating Profit of

$15.3m up $6.1m, 65.7% on

H1 17.

During H1 17 we opened two

new stores, being Royal Oak,

Auckland and Rolleston,

Christchurch. In addition, we

relocated our Northwood,

Christchurch site and extended

our Taupostore.

18

$MH1 18H1 17Variance

Sales

453.9422.1

+7.5%

Same Store Sales

+5.1%+9.9%

-480bps

Gross Profit

99.986.7

+15.3%

Gross Margin

22.0%20.5%

+150bps

CODB

84.677.5

+9.3%

CODB

18.6%18.3%

+30bps

Operating Profit

15.39.2

+65.7%

Operating Margin

3.4%2.2%

+120bps

Capital Expenditure

8.47.0

+1.4M

Stores

7977

+2

THE WAREHOUSE GROUP


18

FY18 INTERIM RESULT


Torpedo7 Group sales

grew 2.5% with strong

growth coming fromthe

Torpedo7 retail stores

THE WAREHOUSE GROUP


20

21
Torpedo7 Group –2018 Interim Result

Strong sales growth in New

Zealand, led from the Torpedo7

retail stores (same store sales bricks

& mortar up 12.2%).

T7 online NZ continues to grow,

partially offsetting decline in the

Australian online business.

1-day’s sales have flattened out

after strong growth last year.

Key sales growth has come from the

Bike and Water categories.

Product mix and clearance of aged

inventory have impacted GP%, this

has resulted in GP$’s flat on H1 17.

CODB increase highlights

investment in brand awareness and

stores, this has resulted in an

Operating Profit of $0.8m.

In the period we closed the Number

1 Fitness store at Penrose and

relocated to be within the existing

Torpedo7 store at Mt Wellington,

Auckland. In addition we have been

operating two pop-up stores

(Westgate, Auckland and

Remarkables, Queenstown).

A challenging first half for Torpedo7 Group

$MH1 18 H1 17Variance

Sales88.686.4+2.5%

Gross Profit21.021.00%

Gross Margin23.7%24.3%-60bps

CODB20.218.69.0%

CODB22.8%21.5%+130bps

Operating Profit0.82.4-68.0%

Operating Margin0.9%2.8%-190bps

Capital Expenditure0.50.2+0.3M

Stores1112-1

THE WAREHOUSE GROUP


21


The WarehouseGroup


Key strategic Initiatives


While the second quarter was time for us to focus on trading, some key strategic initiatives were

advanced in the first half.

Move to EDLP in Red

All categories transitioned to EDLP by the end of Q1 with exceptions for whiteware and fine

jewellery.

Range curationongoing and SKUcount for H2 is better thantarget.

Private label curated to 32 brands from ~80 at end of FY17 and transition underway.

Childrenswear, the first category to transition to EDLP in FY17 H2, continues to show positive

sales on top of last year’s gains. H1 sales up 4.8% whilst clearance burn and promotional

investment both reduced.

Dynamic Buying and Sourcing

We continue to lower cost of goods sold through sourcing direct ($6.5m YTD).

India office operational with significant growth from South East Asia and more than 50 new

suppliers on-boarded.

Merchandise team restructured and new sourcing roles added to create a fully cross functional

product team. Design and Quality teams continue to grow and are now embedded as part of

the wider product team.

First phase of sourcing systemimplemented providing a cross functional critical path for the

combined product team. (Rolling implementation as new orders are placed).

Private label products delivering 16 point margin advantage over national brands (vs LY).

THE WAREHOUSE GROUP


23


Key strategic Initiatives (cont)


Marketing

Reduction in promotional intensity driven by move to EDLP.

Channel mix and message optimisation continuing.

Increased focus on data driven marketing and personalisation.

RFP for Media planning and buying in progress. The planistounify our media planning and

buying behaviours with a single fully-integrated, tech-enabled partner for the entire business.

Marketing team restructure to drive innovation and efficiency in progress under our new

Group CMO, Jonathan Waecker.

Education

Test for Purple School carried out during 6 weeks of Back to School period.

Post implementation review underway and next steps to be determined but lots of clear

positives.

Fulfilment & Logistics

ChrisFoord hired as Chief Logistics Officer, bringing experience of large scale

transformation from his time at Fonterra.

THE WAREHOUSE GROUP


24


Transformation Update


H2 will see the majority of the Transformation initiatives intensify. Areas of

opportunity have been identified and bottom up analysis and validation will begin at

pace mid March.

We see that most of the Transformation projects not already executed will impact

FY19 far more than the second half of FY18. We do expect some incremental costs

as the Transformation progresses.

We have appointed a new Chief Transformation Officer to drive the programme of

work, Scott Newton, who has relevant NZ based Transformation project experience.

We remain committed to last year’s three year goals of ~7% EBIT.

THE WAREHOUSE GROUP


25


The WarehouseGroup


Outlook & Full Year Earnings Guidance


Retail Environment

Retail conditions remain generally favourable, despite increasing competitive activity.

Headwinds for H2 18 remain increased competition.

Transformation

The second quarter is always a peak trading period for the business. The second half

will focus on accelerating our transformation initiatives.

Full Year Guidance

H2 18 is expected to be similar to H2 17. Therefore FY18 Adjusted Net Profit After

Tax subject to material changes in trading conditions is expected to be in the range of

$50M to $53M. This represents a decrease of 25-27% in profit for the full year.

Today the Board has declared an interim dividend of 10cps payable on 12 April 2018.

THE WAREHOUSE GROUP


27

THE WAREHOUSE GROUP

28

---

_________________________________________________________________________________

To: Market Information Services Section

NZX Limited

_________________________________________________________________________________


Auckland, 8 March 2018


The Warehouse Group (NZX.WHS) Interim Results for the 26 weeks ended 28 January 2018

The Warehouse Group reports interim result above guidance range

The Warehouse Group today announced an Adjusted

1

Net Profit After Tax result of $37.7M for first six months of

the 2018 financial year, above the recent guidance range of $32-$35M.


The result was driven by a number of major changes in the business over the first half as part of the Group’s

transformation program.


The core Warehouse business had an encouraging result, proving that customers were responding positively to

the shift to every day low prices and change in product assortment. The core Warehouse (‘Red Sheds’) business

successfully transitioned its pricing strategy from Hi-Lo discounting to one of Every Day Low Pricing. The peak

trading period for the Red Sheds was encouraging given that change, with strong customer support for the new

product and price offer.


The Noel Leeming Group continued its strong growth in sales and earnings and the Torpedo7 Group reported sales

up 2.5% on the same period last year.


Group online sales in NZ were $117.4M, up 10.5% compared to the same period last year.


Gross profit of $522.5M at Group level increased by 0.7% compared to HY17.


Chair Joan Withers explained that the Group’s primary focus in the first half had been to relentlessly tade the peak

retail season, while also focusing on its ambitious transformation agenda.


“A key pillar of our strategy is to fix our retail fundamentals, which means driving major changes in the way we

operate the business, and how we delight our customers.”


“With a strong team now in place, and support from external experts, we are confident that we can successfully

execute our next major change agenda in 2018 to drive improved performance” said Ms Withers.


The Warehouse


The Red Sheds reported sales of $940.1M, which was down, as expected, from $975.1M in HY17 due to the

transition in pricing and product strategy resulting in a reduction in average selling price.


That reduction has been offset at a Gross Profit level by a reduction in clearance and promotional markdown. It is

expected that the net cash gross profit percentage will improve and more than offset the decline in average selling

price now that the clearance of discontinued ranges has been completed.


EBIT for the Red Sheds was down (17.6%) compared to the same period last year, reflecting increased logistics

costs for overall higher unit volumes, and employee cost increases. Same store sales decreased (3.6)% in the half,

an improvement over the Q1 result of (5.2)%.


Notwithstanding the absolute decline year on year in profit generated from the Red Sheds division, overall the first

half performance has been encouraging given the degree of change that has been absorbed by the business.


Noel Leeming


Noel Leeming reported sales of $453.9M for HY18, a 7.5% increase on the same period last year and same store

sales increased by 5.1% in the half.


Cellular and portable audio were standout categories for Noel Leeming for the half, and the business saw gains

across all but the TV product categories, which was on-par with last year.


Operating profit for the half was $15.3M, an increase of $6.1M or 65.7% on HY17. The operating profit result was

helped by a $2.7M non-recurring item, being a change in accounting treatment of supplier funded store fixtures.

Torpedo 7 Group

Torpedo7 Group reported sales of $88.6M for HY18, up 2.5% on the HY17.


Operating profit of $0.8M decreased by (68.0)% over the same period last year. Clearance of aged stock and

changes in product mix have impacted margins, and efforts to increase brand awareness for the offline retail have

driven some cost expansion.


During the period a number of legacy issues were tackled including addressing inventory and sales issues within

the Number One fitness and Shotgun supplements divisions.


After strong growth in FY17, the daily deals site 1-day saw flat sales growth.


Warehouse Stationery


Blue Sheds reported sales of $129.0M for HY18, a decrease of (7.1%) or $9.8M compared to the same period last

year.


The stationery business started to recover towards the end of the half year as it entered the key Back-to-School

trading period.


Operating profit of $3.7M decreased by 43.4% over the same period last year.


The operational integration of Warehouse Stationery (Blue sheds) into the Red Sheds caused a number of internal

systems and process challenges, which when coupled with a softer trading performance in key categories, saw a

sharp decline in performance for Blue.


The return to more normal performance levels is a key focus for what has been historically a very strong performer

for the Group.


Outlook


Subject to any material shifts in anticipated trading conditions, the board expects the second half year performance

to be at a similar to that of H217. Adjusted Net Profit After Tax for the year to therefore expected to be between

$50.0M and $53.0M, representing approximately a 22% to 25% profit decline year on year.


The Board has announced a 10 cents per share interim dividend. The final dividend will be announced at the full

year, as the Board is planning to review the Group’s dividend policy, following the sale last year of the Financial

Services business.


Key interim facts


 Adjusted

1

Net Profit After Tax result of $37.7M

 Gross profit of $522.5M

 Net profit after tax of $35.5M

 Group retail sales for the period were $1,598.1M

 Costs of doing business of $464.1M


ENDS


Background: The Warehouse Group Limited


The Warehouse Group Limited comprises 93 Warehouse stores, 74 Noel Leeming stores. 5 Lifestyle Appliance stores, 70 Warehouse

Stationery stores and 11 Torpedo7 stores in New Zealand and several online businesses. The company had turnover of $3.0 billion

in FY17 and employs over 12,000 people.


Contact details regarding this announcement:


Media: Julia Morton, Head of PR and Media, +64 21 875 388


Investors and Analysts: Mark Yeoman, Group Chief Financial Officer


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



1

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

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

relating to business acquisitions or disposals and costs connected with restructuring the Group can make the comparisons of profits between

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

believe it helps investors to understand how the underlying business in performing.

---

;
Appendix 7 of Listing Rules.

Number of pages including this one

(Please provide any other relevant

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

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

Full name

of Issuer

Name of officer authorised to

Authority for event,

make this notice

e.g. Directors' resolution

Contact phone

Contact fax

numbernumber

Date

Nature of event

BonusIf ticked,

Rights Issue

Tick as appropriate

Issue

state whether:Taxable

/ Non TaxableConversionInterestRenouncable

Rights IssueCapital

If ticked, stateFull

non-renouncable

changeCallDividend

whether:

InterimYearSpecial

EXISTING securities affected by this

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

Description of theISIN

class of securities

If unknown, contact NZX

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

Description of theISIN

class of securities

If unknown, contact NZX

Number of Securities toMinimum

Ratio, e.g

be issued following eventEntitlement

1 for 2 for

Conversion, Maturity, Call

Treatment of Fractions

Payable or Exercise Date

Tick if

provide an

pari passu

ORexplanation

Strike price per security for any issue in lieu or date

of the

Strike Price available.

ranking

Monies Associated with Event

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

Source of

Payment

Amount per security

Excluded income

(only applicable to PIEs)

SupplementaryAmount per security

Currencydividendin dollars and cents

details -

Listing Rule 7.12.7

Total monies

TaxationAmount per Security in Dollars and cents to six decimal places

In the case of a taxable bonusResident

Imputation Credits

issue state strike priceWithholding Tax(Give details)

Foreign

FWP Credits

Withholding Tax(Give details)

Timing

(Refer Appendix 8 in the Listing Rules)

Record Date 5pmApplication Date

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

Interest Payable, Exercise Date,

Conversion Date. In the case

of applications this must be the

last business day of the week.

Notice DateAllotment Date

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

conversion notices mailedMust be within 5 business days

of record date.

OFFICE USE ONLY

Ex Date:

Commence Quoting Rights:

Security Code:

Cease Quoting Rights 5pm:

Commence Quoting New Securities:

Security Code:

Cease Quoting Old Security 5pm:

(09) 489 8900

NZ WHSE 000 1S6

3 April, 2018

Enter N/A if not

applicable

12 April, 2018

In dollars and cents

Not Applicable

$0.100

New Zealand dollars$0.017647

$34,684,312

$0.006944$0.038889$

12 April, 2018

Date Payable

$0.000000$0.000000

EMAIL: announce@nzx.com

Joan Withers

THE WAREHOUSE GROUP LIMITED

Ordinary Shares (346,843,120)

Notice of event affecting securities

(09) 488 3241

Directors' resolution

03201807

Retained earnings













---

The Warehouse Group Limited
For the 26 weeks ended 28 January 2018

Interim Financial Statements


Consolidated Income Statement

Unaudited Unaudited Audited

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

28 January 29 January 30 July

Note

2018 2017 2017

$ 000 $ 000 $ 000

Continuing operations

Retail sales

3

1,598,076 1,611,862 2,980,771

Cost of retail goods sold(1,075,587) (1,092,854) (2,008,859)

Gross profit522,489 519,008 971,912

Other income5,214 4,372 8,144

Lease and occupancy expenses(80,564)(76,168)(156,659)

Employee expenses(264,397)(253,645)(486,196)

Depreciation and amortisation expenses

3

(28,838)(29,054)(58,376)

Other operating expenses(95,485)(94,589)(170,988)

Operating profit from continuing operations

3

58,419 69,924 107,837

Unusual items

4

(3,223)(4,773)(605)

Earnings before interest and tax from continuing operations55,196 65,151 107,232

Net interest expense(5,516)(6,586)(12,527)

Profit before tax from continuing operations49,680 58,565 94,705

Income tax expense(14,204)(16,854)(23,691)

Net profit for the period from continuing operations35,476 41,711 71,014

Discontinued operations

Loss from discontinued operations (net of tax)

15

(3,547)(28,073)(50,283)

Net profit for the period31,929 13,638 20,731

Attributable to:

Shareholders of the parent

31,798 13,555 20,429

Minority interests131 83 302

31,929 13,638 20,731

Profit attributable to shareholders of the parent relates to:

Profit from continuing operations35,345 41,628 70,712

Loss from discontinued operations(3,547)(28,073)(50,283)

31,798 13,555 20,429

Earnings per share attributable to shareholders of the parent:

Basic earnings per share9.2 cents 3.9 cents 5.9 cents

Diluted earnings per share9.2 cents 3.9 cents 5.9 cents

Earnings per share attributable to shareholders of the parent from continuing operations:

Basic earnings per share10.3 cents 12.1 cents 20.5 cents

Diluted earnings per share10.2 cents 12.0 cents 20.4 cents

Consolidated Statement of Comprehensive Income

Unaudited Unaudited Audited

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Net profit for the period31,929 13,638 20,731

Items that may be reclassified subsequently to the Income Statement

Movement in foreign currency translation reserve(6)- -

Movement in hedge reserves (net of tax)4,867 13,423 7,265

Total comprehensive income for the period36,790 27,061 27,996

Attributable to:

Shareholders of the parent36,659 26,978 27,694

Minority interest131 83 302

Total comprehensive income36,790 27,061 27,996

Attributable to:

Total comprehensive income from continuing operations40,337 55,134 78,279

Total comprehensive income from discontinued operations(3,547)(28,073)(50,283)

Total comprehensive income36,790 27,061 27,996

Total comprehensive income from continuing operations attributable to:

Shareholders of the parent

40,206 55,051 77,977

Minority interest131 83 302

Total comprehensive income40,337 55,134 78,279

2


Consolidated Statement of Changes in Equity

Foreign Employee

Currency Share

Share Treasury Hedge Translation Benefits Retained Minority Total

(Unaudited)

Capital Stock Reserves Reserve Reserve Earnings Interest Equity

For the 26 weeks ended 28 January 2018

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

Balance at the beginning of the period365,517 (7,471)(15,174)- 2,138 140,512 867 486,389

Profit for the half year- - - - - 31,798 131 31,929

Movement in foreign currency translation reserve- - - (6)- - - (6)

Movement in derivative cash flow hedges- - 6,457 - - - - 6,457

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

Tax related to movement in hedge reserve- - (1,893)- - - - (1,893)

Total comprehensive income- - 4,867 (6)- 31,798 131 36,790

Share rights charged to the income statement- - - - 288 - - 288

Share rights exercised- 1,411 - - (1,725)314 - -

Dividends paid- - - - - (20,811)(4)(20,815)

Treasury stock dividends received- - - - - 101 - 101

Balance at the end of the period365,517 (6,060)(10,307)(6)701 151,914 994 502,753

Foreign Employee

Currency Share

Share Treasury Hedge Translation Benefits Retained Minority Total

(Unaudited)

Capital Stock Reserves Reserve Reserve Earnings Interest Equity

For the 26 weeks ended 29 January 2017

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

Balance at the beginning of the period365,517 (7,832)(22,439)- 3,623 171,560 167 510,596

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

Movement in foreign currency translation reserve- - - - - - - -

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

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

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

Total comprehensive income- - 13,423 - - 13,555 83 27,061

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

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

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

Treasury stock dividends received- - - - - 73 - 73

Balance at the end of the period365,517 (5,608)(9,016)- 2,166 168,127 183 521,369

Foreign Employee

Currency Share

Share Treasury Hedge Translation Benefits Retained Minority Total

(Audited)

Capital Stock Reserves Reserve Reserve Earnings Interest Equity

For the 52 weeks ended 30 July 2017

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

Balance at the beginning of the period365,517 (7,832)(22,439)- 3,623 171,560 167 510,596

Profit for the year- - - - - 20,429 302 20,731

Movement in derivative cash flow hedges- - 9,484 - - - - 9,484

Movement in de-designated hedges- - 606 - - - - 606

Tax related to movement in hedge reserve- - (2,825)- - - - (2,825)

Total comprehensive income- - 7,265 - - 20,429 302 27,996

Contributions by and distributions to owners:-

Share rights charged to the income statement- - - - 1,283 - - 1,283

Minority interest capital contribution- - - - - - 750 750

Share rights exercised- 2,509 - - (2,768)259 - -

Dividends paid- - - - - (52,026)(352)(52,378)

Treasury stock dividends received- - - - - 290 - 290

Purchase of treasury stock- (2,148)- - - - - (2,148)

Balance at the end of the period365,517 (7,471)(15,174)- 2,138 140,512 867 486,389

3


Balance Sheet

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

Note

2018 2017 2017

ASSETS

$ 000 $ 000 $ 000

Current assets

Cash and cash equivalents

11

44,778 44,535 47,492

Finance business receivables- 74,675 -

Trade and other receivables

6

75,367 80,427 71,088

Inventories540,339 540,513 491,818

Derivative financial instruments

12

426 500 -

Taxation receivable- - 4,959

660,910 740,650 615,357

Assets held for sale

17

20,368 52,281 77,142

Total current assets681,278 792,931 692,499

Non-current assets

Property, plant and equipment

9

244,091 252,929 252,175

Intangible assets

10

133,922 150,778 127,726

Derivative financial instruments

12

647 291 541

Deferred taxation45,723 41,853 40,911

Total non-current assets424,383 445,851 421,353

Total assets1,105,661 1,238,782 1,113,852

LIABILITIES

Current liabilities

Borrowings

11

74,237 81,162 49,593

Trade and other payables

7

291,308 329,092 267,304

Derivative financial instruments

12

10,980 9,634 17,299

Taxation payable1,262 667 -

Provisions

8

58,962 49,525 49,769

436,749 470,080 383,965

Securitised borrowings associated with assets held for sale- - 56,717

Other liabilities directly associated with assets held for sale

17

4,194 - 5,443

Total current liabilities440,943 470,080 446,125

Non-current liabilities

Borrowings

11

139,712 164,121 159,453

Securitised borrowings

11

- 62,597 -

Derivative financial instruments

12

2,701 1,855 2,507

Provisions

8

19,552 18,760 19,378

Total non-current liabilities161,965 247,333 181,338

Total liabilities602,908 717,413 627,463

Net assets502,753 521,369 486,389

EQUITY

Contributed equity359,457 359,909 358,046

Reserves(9,612)(6,850)(13,036)

Retained earnings151,914 168,127 140,512

Total equity attributable to shareholders501,759 521,186 485,522

Minority interest994 183 867

Total equity502,753 521,369 486,389

Net assets per share145.7 cents 151.0 cents 141.2 cents

4


Consolidated Statement of Cash Flows

Unaudited Unaudited Audited

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

28 January 29 January 30 July

Note

2018 2017 2017

Cash flows from operating activities

$ 000 $ 000 $ 000

Cash received from customers1,603,868 1,613,069 2,996,090

Payments to suppliers and employees(1,541,019) (1,509,992) (2,841,679)

Income tax paid(12,174)(20,091)(27,454)

Interest paid(5,868)(8,344)(16,008)

44,807 74,642 110,949

Loans repaid by finance business customers25,775 86,898 171,188

New loans to finance business customers(23,938)(82,998)(154,049)

Net cash flows from operating activities46,644 78,542 128,088

Cash flows from investing activities

Proceeds from sale of property, plant and equipment107 14,827 79,714

Proceeds from business disposal

16

17,291 - -

Minority interest capital contribution- - 750

Purchase of property, plant, equipment and software(38,925)(38,434)(70,575)

Contingent consideration- (1,000)(1,000)

Other items- - (327)

Net cash flows from investing activities(21,527)(24,607)8,562

Cash flows from financing activities

Proceeds from / (Repayment) bank borrowings4,822 (43,651)(79,821)

Proceeds from / (Repayment) securitised borrowings(11,555)2,472 (3,408)

Repayment of finance leases(262)(629)(1,196)

Purchase of treasury stock- - (2,148)

Treasury stock dividends received 101 73 290

Dividends paid to parent shareholders(20,933)(17,479)(52,404)

Dividends paid to minority shareholders(4)(67)(352)

Net cash flows from financing activities(27,831)(59,281)(139,039)

Net cash flow(2,714)(5,346)(2,389)

Opening cash position47,492 49,881 49,881

Closing cash position44,778 44,535 47,492

Reconciliation of Operating Cash Flows

Profit after tax31,929 13,638 20,731

Non-cash items

Depreciation and amortisation expenses

3

28,838 29,912 60,191

Intangible asset impairment

10 ,9

- 22,714 40,061

Share based payment expense288 1,048 1,283

Interest capitalisation238 272 524

Supplier contributions(2,699)- -

Movement in deferred tax(5,042)(3,977)(555)

Movement in de-designated derivative hedges218 218 436

Total non-cash items21,841 50,187 101,940

Items classified as investing or financing activities

Net loss/ (gain) on sale of property, plant and equipment399 1,289 (9,979)

Loss on business disposal1,458 - -

Direct costs relating to business disposal- - 946

Supplementary dividend tax credit122 137 378

Total investing and financing adjustments1,979 1,426 (8,655)

Changes in assets and liabilities

Trade and other receivables(3,775)(3,368)4,248

Finance business receivables2,229 (1,110)6,210

Inventories(48,521)(38,800)9,895

Trade and other payables25,435 66,450 7,557

Provisions9,306 (8,480)(6,811)

Income tax6,221 (1,401)(7,027)

Total changes in assets and liabilities(9,105)13,291 14,072

Net cash flows from operating activities46,644 78,542 128,088

5


Notes to the Financial Statements

1. GENERAL INFORMATION

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SEGMENT INFORMATION

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

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

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

year ended 30 July 2017.

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

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

nearest thousands unless otherwise stated.

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

used in the audited financial statements for the 52 weeks ended 30 July 2017 and the unaudited interim financial statements for the 26 weeks ended

29 January 2017.

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

Seasonality

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

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

Approval of Financial Statements

These consolidated interim financial statements were approved for issue by the Board of Directors on 7 March 2018. Unless as otherwise stated, the

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

The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail and financial services sectors.

The Company is a limited liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is

an FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham

Street, PO Box 2219, Auckland. The Company is listed on the New Zealand Stock Exchange (NZX).

Operating segments

The Group has four operating segments trading in the New Zealand retail sector. These segments form the basis of internal reporting used by

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

Each of the four retail segments represent a distinct retail chain, synonymous with its segment name. Customers can purchase product from the retail

chains either on-line or through the Group’s physical retail store network. The Group’s store network currently has 93 The Warehouse stores , 70

Warehouse Stationery stores, 79 Noel Leeming stores and 11 Torpedo7 stores. The Warehouse predominantly sells general merchandise and

apparel, Noel Leeming sell technology and appliance products, Torpedo7 sells sporting equipment and as the name indicates Warehouse Stationery

sells stationery.

Group support office functions, such as Information Systems, Finance, Brand Executives and People Support are operated using a shared services

model which allocates the costs of these support office functions to individual brands calculated on an arm’s length basis. The remaining support

office functions which relate to corporate and governance functions, a property company and the Group’s interest in a chocolate factory are not

allocated and form the main components of the “Other Group operations” segment.

6


Notes to the Financial Statements - continued

3. SEGMENT INFORMATION - (Continued)

Operating performance

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

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

Ended Ended Ended Ended Ended Ended

28 January 29 January 30 July 28 January 29 January 30 July

2018 2017 2017 2018 2017 2017

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

The Warehouse940,055 975,097 1,761,399 49,031 59,508 84,531

Warehouse Stationery 128,987 138,775 278,181 3,656 6,455 15,743

Noel Leeming 453,853 422,149 810,705 15,253 9,207 19,264

Torpedo788,591 86,402 157,726 776 2,424 2,675

Other Group operations5,501 5,436 8,603 (10,297)(7,670)(14,376)

Inter-segment eliminations(18,911)(15,997)(35,843)

Retail Group1,598,076 1,611,862 2,980,771 58,419 69,924 107,837

Unusual items(3,223)(4,773)(605)

Earnings before interest and tax from continuing operations55,196 65,151 107,232

Net interest expense(5,516)(6,586)(12,527)

Profit before tax from continuing operations49,680 58,565 94,705

Operating margin

The Warehouse (%)

5.2 6.1 4.8

Warehouse Stationery (%)2.8 4.7 5.7

Noel Leeming (%)3.4 2.2 2.4

Torpedo7 (%)0.9 2.8 1.7

Total Retail Group (%)3.7 4.3 3.6

Capital expenditure and depreciation

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

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

Ended Ended Ended Ended Ended Ended

28 January 29 January 30 July 28 January 29 January 30 July

Note

2018 2017 2017 2018 2017 2017

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

The Warehouse19,322 18,330 36,374 20,132 20,332 40,819

Warehouse Stationery409 1,386 3,861 2,829 3,403 6,722

Noel Leeming 8,411 6,996 10,382 4,675 4,044 8,421

Torpedo7474 185 581 520 571 1,059

Other Group operations10,421 2,541 10,253 682 704 1,355

Retail Group39,037 29,438 61,451 28,838 29,054 58,376

Discontinued Finance business335 1,303 2,513 - 858 1,815

Total Group

9

39,372 30,741 63,964 28,838 29,912 60,191

Balance sheet information

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

359,457 359,909 358,046 359,457 359,909 358,046

(9,612)(6,850)(13,036)(9,612)(6,850)(13,036)

151,914 168,127 140,512 151,914 168,127 140,512

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

The Warehouse499,216 492,567 461,772 224,399 210,479 182,389

Warehouse Stationery84,358 85,345 72,176 12,863 38,569 32,746

Noel Leeming 171,883 176,379 160,287 117,684 126,137 108,008

Torpedo750,770 50,131 51,742 11,586 11,956 11,269

Other Group operations92,709 138,198 90,229 3,290 2,575 2,039

Retail Group898,936 942,620 836,206 369,822 389,716 336,451

Discontinued Finance business8,550 102,382 77,142 4,194 7,661 5,443

Operating assets / liabilities907,486 1,045,002 913,348 374,016 397,377 341,894

Unallocated assets / liabilities

Cash and borrowings


44,778 44,535 47,492 213,949 307,880 265,763

Derivative financial instruments


1,073 791 541 13,681 11,489 19,806

Intangible Goodwill and Brands


106,601 106,601 106,601 - - -

Taxation45,723 41,853 45,870 1,262 667 -

Total1,105,661 1,238,782 1,113,852 602,908 717,413 627,463

REVENUEOPERATING PROFIT

DEPRECIATION & AMORTISATIONCAPITAL EXPENDITURE

TOTAL ASSETSTOTAL LIABILITIES

7


Notes to the Financial Statements - continued

4. ADJUSTED NET PROFIT

Adjusted net profit reconciliation

Unaudited Unaudited Audited

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

28 January 29 January 30 July

Note

2018 2017 2017

$ 000 $ 000 $ 000

Adjusted net profit37,666 45,036 68,185

Add back: Unusual items

Gain/(loss) on property disposal- (812)11,455

Restructuring costs

14

(3,223)(3,961)(12,060)

Unusual items before taxation(3,223)(4,773)(605)

Income tax relating to unusual items902 1,336 169

Income tax expense related to depreciation recovered on building disposals- 29 2,963

Unusual items after taxation(2,321)(3,408)2,527

Net profit attributable to shareholders of the parent35,345 41,628 70,712

5. DIVIDENDS

Dividends paid

Unaudited Unaudited Audited Unaudited Unaudited Audited

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

Ended Ended Ended Ended Ended Ended

28 January 29 January 30 July 28 January 29 January 30 July

2018 2017 2017 2018 2017 2017

$ 000 $ 000 $ 000

Prior year final dividend6.0 5.0 5.0 20,811 17,342 17,342

Interim dividend- - 10.0 - - 34,684

Total dividends paid6.0 5.0 15.0 20,811 17,342 52,026

CENTS PER SHAREDIVIDENDS PAID

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

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

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

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

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

disposals and costs connected with restructuring the Group.

On 7 March 2018 the Board declared a fully imputed interim dividend of 10.0 cents per ordinary share to be paid on 12 April 2018 to all shareholders

on the Group's share register at the close of business on 3 April 2018.

8


Notes to the Financial Statements - continued

6. TRADE AND OTHER RECEIVABLES

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Trade receivables41,789 44,576 45,207

Prepayments11,719 10,538 9,453

Business disposal proceeds receivable- 1,000 -

Rebate accruals and other debtors21,859 24,313 16,428

75,367 80,427 71,088

7. TRADE AND OTHER PAYABLES

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Trade creditors and accruals231,004 242,727 204,784

Goods in transit creditors21,940 18,681 21,187

Capital expenditure creditors549 1,716 2,802

Goods and services tax12,725 37,913 10,768

Reward schemes, lay-bys, Christmas club deposits and gift vouchers14,934 16,147 15,820

Interest accruals928 1,505 1,089

Payroll accruals9,228 10,403 10,854

Total trade and other payables291,308 329,092 267,304

8. PROVISIONS

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Current liabilities58,962 49,525 49,769

Non-current liabilities19,552 18,760 19,378

Total provisions78,514 68,285 69,147

Provisions consist of:

Employee entitlements

65,011 55,416 55,693

Make good provision7,909 7,868 8,012

Sales returns provision4,104 4,119 3,708

Onerous lease1,490 882 1,734

Total provisions78,514 68,285 69,147

9


Notes to the Financial Statements - continued

9. PROPERTY, PLANT, EQUIPMENT AND COMPUTER SOFTWARE

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

Note

2018 2017 2017

$ 000 $ 000 $ 000

Assets held for sale

17

11,874 52,281 8,064

Property, plant and equipment244,091 252,929 252,175

Computer software

10

27,321 44,177 21,125

Net book value283,286 349,387 281,364

Movement in property, plant, equipment and software

Balance at the beginning of the period281,364 364,673 364,673

Capital expenditure

3

39,372 30,741 63,964

Depreciation and amortisation

3

(28,838)(29,912)(60,191)

Impairment (Financial Services computer software)- - (17,347)

Disposals(8,612)(16,115)(69,735)

Balance at the end of the period283,286 349,387 281,364

10. INTANGIBLE ASSETS

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

Note

2018 2017 2017

$ 000 $ 000 $ 000

Computer software

9

27,321 44,177 21,125

Brands23,523 23,523 23,523

Goodwill83,078 83,078 83,078

Net book value133,922 150,778 127,726

Movement in Goodwill

Balance at the beginning of the period83,078 105,792 105,792

Impairment- (22,714)(22,714)

Balance at the end of the period83,078 83,078 83,078

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

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

cash generating units (CGU) except for the Torpedo7 Group.

The Torpedo7 trading performance during the current half year was below expectation and caused the Group to reassess the carrying value of the

Torpedo7 Goodwill asset ($25.622 million). The assessment is predicated on an improvement in trading and margin uplift, but is principally based on

store expansion which will provide Torpedo7 with greater scale. The board continue to support the concept of the store expansion but recognise

there is uncertainty and any adverse changes in key assumptions around the store rollout program and margin uplift could give rise to an impairment

of goodwill. The Board's assessment is that the recoverable amount continues to support the existing carrying value of goodwill, however the Board

will reassess the carrying value of goodwill at year end when the current Torpedo7 strategy review has been completed and there is more evidence of

the impact of recently commenced business improvement initiatives.

10


Notes to the Financial Statements - continued

11. BORROWINGS

Net debt

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Cash on hand and at bank44,778 44,535 47,492

Bank borrowings73,981 80,329 49,159

Lease liabilities256 833 434

Current borrowings74,237 81,162 49,593

Bank borrowings15,000 40,000 35,000

Lease liabilities104 305 169

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

Fair value adjustment relating to effective interest647 291 541

Unamortised capitalised costs on senior bond(1,039)(1,475)(1,257)

Non-current borrowings139,712 164,121 159,453

Securitised borrowings- 62,597 56,717

Total borrowings213,949 307,880 265,763

Net debt169,171 263,345 218,271

Committed bank credit facilities at balance date are:

Bank debt facilities

260,000 340,000 280,000

Bank facilities used(88,981)(120,329)(84,159)

Unused bank debt facilities171,019 219,671 195,841

Securitised debt facility- 150,000 150,000

Securitised facility used- (62,597)(56,717)

Unused securitised debt facility - 87,403 93,283

Letter of credit facilities28,000 32,526 32,389

Letters of credit(5,670)(11,933)(13,153)

Unused letter of credit facilities22,330 20,593 19,236

Total unused bank facilities193,349 327,667 308,360

12. DERIVATIVE FINANCIAL INSTRUMENTS

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Current assets426 500 -

Non-current assets647 291 541

Current liabilities(10,980)(9,634)(17,299)

Non-current liabilities(2,701)(1,855)(2,507)

Total derivative financial instruments(12,608)(10,698)(19,265)

Derivative financial instruments consist of:

Current assets

426 500 -

Current liabilities(10,980)(8,684)(16,899)

Foreign exchange contracts(10,554)(8,184)(16,899)

Current liabilities- (950)(400)

Non-current assets647 291 541

Non-current liabilities(2,701)(1,855)(2,507)

Interest rate swaps(2,054)(2,514)(2,366)

Total derivative financial instruments(12,608)(10,698)(19,265)

US Dollar forward contracts - cash flow hedges

Notional amount (NZ$000)353,576 310,758 331,674

Average contract rate ($)0.7127 0.7034 0.7115

Spot rate used to determine fair value ($)0.7355 0.7261 0.7520

The Group continues to manage its foreign exchange and interest rate risks in accordance with the policies and parameters detailed in the 2017

Annual Report.

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

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

11


Notes to the Financial Statements - continued

13. FAIR VALUE MEASUREMENT

Asset / (Liability)

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

Note

2018 2017 2017

Derivatives used for hedging

$ 000 $ 000 $ 000

Foreign exchange contracts(Level 2)

12

(10,554)(8,184)(16,899)

Interest rate swaps(Level 2)

12

(2,054)(2,514)(2,366)

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

11

(647)(291)(541)

Fixed Rate Senior Bond

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

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

Coupon (%)5.30 5.30 5.30

Market yield (%)3.85 4.15 4.03

MaturityJune 2020 June 2020 June 2020

NZX quoted closing price ($)


1.03924 1.04262 1.04087

Fair value ($000)129,905 130,328 130,109

14. RESTRUCTURING COSTS

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

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

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

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

either directly or indirectly.

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

market data.

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

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

material impact on the Group’s financial results.

Specific valuation techniques used to value financial instruments are:

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

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

date.

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

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

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

In January 2017 the Group commenced a program of changes to its business operating model. The changes were designed to drive an improvement

in financial performance, reduce costs and generate greater customer relevance. The changes focused primarily on simplification to reduce

complexities, drive efficiencies and increase business agility. This involved strengthening and consolidating the various Group support service

functions to drive synergy benefits, deliver efficiencies and reduce complexity. It also involved combining The Warehouse and Warehouse Stationery

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

The first stage of this process has now largely been concluded and a second phase has started. The Group has engaged global management

consultancy firm, McKinsey & Company to assist with the second phase of the transformation process and strategy implementation.

12


Notes to the Financial Statements - continued

15. DISCONTINUED OPERATIONS

Financial Services Group results and cash flows

(Unaudited)(Unaudited)(Audited)

26 Weeks 26 Weeks 52 Weeks

Ended Ended Ended

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Finance business revenue3,315 10,321 20,392

Expenses(5,893)(15,476)(28,893)

Business acquisition, disposal and restructuring costs(1,458)- (1,283)

Impairment of assets- (22,714)(40,061)

Loss before interest and tax(4,036)(27,869)(49,845)

Interest expense(324)(2,292)(4,049)

Loss before tax(4,360)(30,161)(53,894)

Income tax expense813 2,088 3,611

Loss from discontinued operations(3,547)(28,073)(50,283)

Cash flows from discontinued operations

Net cash flows from operating activities

(683)(5,905)(169)

Net cash flows from investing activities16,956 (1,303)(3,208)

Net cash flows from financing activities(23,226)(470)(2,660)

16. BUSINESS DISPOSAL - FINANCIAL SERVICES GROUP

For the 26 weeks ended 28 January 2018

Note

Total

$ 000

Cash and cash equivalents of the subsidiaries sold(2,831)

Sale proceeds settled in cash20,122

Consideration17,291

Finance business receivables56,669

Property, plant and equipment1,011

Computer software7,090

Securitised borrowings related to the sold subsidiaries(45,162)

Other working capital(2,317)

Carrying value of net assets sold17,291

Claw back provision1,458

Loss on business disposal

15

(1,458)

On 24 July 2017, the Group announced it had approved the conditional sale of the Group’s Financial Services business except for Diners Club

(NZ), to Finance Now, a subsidiary of SBS Bank. Final agreement was reached on 9 September 2017 and a sale and purchase agreement was

executed on that date. The Group also has plans in place to exit the Diners Club (NZ) business. As a result, the Financial Services Group is

reported as a discontinued operation.

The full year results and cashflows from the Financial Services Group are as follows.

Claw back provision

The sale of the Group’s Financial Services businesses on 9 September 2017, exposes the Group to a few actual and contingent liabilities

connected with a claw back provision and warranties contained in the sale and purchase agreement.

The Group will be required to pay up to an aggregate of $3.0 million (termed claw back) if the Group’s Finance receivable’s impairment provisions

are less than the actual write-offs experienced during the 9 month period following completion. The Group estimates this liability to be $1.458

million at balance date.

The Group was also required to make warranties, which are typical for a transaction of this nature. These warranties are largely covered by an

insurance contract, however there are some items which are not covered, such as tax claims. These warranty claims are capped at $18.0 million

(representing the purchase consideration) and expire after 18 months and have been treated as contingent liabilities.

13


Notes to the Financial Statements - continued

17. HELD FOR SALE

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

$ 000 $ 000 $ 000

Property11,818 52,281 -

Financial Services Group assets classified as held for sale

Finance business receivables

8,457 - 67,355

Plant and equipment17 - 1,044

Computer software39 - 7,020

Other assets37 - 1,723

Total assets classified as held for sale20,368 52,281 77,142

Other liabilities directly associated with assets held for sale(4,194)- (5,443)

18. COMMITMENTS

Unaudited Unaudited Audited

As at As at As at

28 January 29 January 30 July

2018 2017 2017

(a) Capital commitments

$ 000 $ 000 $ 000

Within one year2,969 5,258 7,339

(b) Operating lease commitments

Future minimum rentals payable

0-1 Years118,175 121,731 120,363

1-2 Years102,784 109,032 105,533

2-5 Years236,442 249,329 242,456

5+ Years247,459 299,121 270,975

Total operating lease commitments704,860 779,213 739,327

19. RELATED PARTIES

20. CONTINGENT LIABILITIES

The Group has no material contingent liabilities other than those referrred to in note 16 and those arising in the normal course of business, being

primarily letters of credit issued to secure future purchasing requirements and store lease commitments.

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

transactions during the period.

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

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

balance date are as follows:

The Group committed to a plan in July 2017 to exit its Financial Services credit card businesses and has executed the first part of the disposal

plan when it sold the Group’s Financial Services business excluding Diners Club (NZ) on 9 September 2017. Accordingly, assets and liabilities

relating to the Financial Services Group are classified as held for sale at balance date. In addition to the net assets of the Financial Services

Group the Group also held surplus property assets which are intended to be sold. At balance date the Group is currently in the process of selling a

property at Lunn Avenue, Auckland.

14

---

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

Independent review report

To the shareholders of The Warehouse Group Limited

Report on the interim financial statements

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

(the Company) including its subsidiaries (the Group) on pages 2 to 14, which comprise the balance

sheet as at 28 January 2018, and the consolidated income statement, consolidated statement of

comprehensive income, the consolidated statement of changes in equity and the consolidated

statement of cash flows for the period ended on that date, and a summary of significant accounting

policies and selected explanatory notes. The Group comprises the Company and its controlled entities

at 28 January 2018 or from time to time during the financial period.

Directors’ responsibility for the interim financial statements

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

interim financial statements in accordance with International Accounting Standard 34 Interim

Financial Reporting (IAS 34) and New Zealand Equivalent to International Accounting Standard 34

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

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

misstatement, whether due to fraud or error.

Our responsibility

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

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

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

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

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

prepared in all material respects, in accordance with IAS 34 and NZ IAS 34. As the auditors of the

Company, NZ SRE 2410 requires that we comply with the ethical requirements relevant to the audit of

the annual financial statements.

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

engagement. The auditor performs procedures, primarily consisting of making enquiries, primarily of

persons responsible for financial and accounting matters, and applying analytical and other review

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

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

International Standards on Auditing. Accordingly, we do not express an audit opinion on these interim

financial statements.

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

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

of these other services has not impaired our independence.

Conclusion

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

financial statements of the Company are not prepared, in all material respects, in accordance with IAS

34 and NZ IAS 34.

PwC2
Who we report to

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

undertaken so that we might state to the Company’s shareholders those matters, which we are

required to state to them in our review report and for no other purpose. To the fullest extent permitted

by law, we do not accept or assume responsibility to anyone other than the shareholders, as a body, for

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

For and on behalf of:

Chartered AccountantsAuckland

7 March 2018

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