The Warehouse Group 2018 Annual Report
THE WAREHOUSE GROUP
2018 ANNUAL REPORT
TOWARDS
INTEGRATED
REPORTING
Helping Kiwis live
better every day
OUR GROUP PURPOSE
Contents
The Warehouse Group Limited
Our shared values 02
Group highlights 03
Chair’s report 04-07
Our Board 08-11
CEO’s report 12-17
Financial highlights 18-19
Our strategy 20-21
Our group profile 22-23
Our transformation 24-27
EDLP case study 28-29
Integrated reporting 30-31
Our networks 32-37
Our expertise 38-43
Our people 44-51
Our relationships 52-61
Our environment 62-67
Financial capital 68-71
Financial statements 72-99
Annual 5 year summary 100-101
Governance report 102-116
01Annual Report 2018
About us
Group Highlights
About us
Our shared values
OUR SHARED VALUES
Take the lead
Create the way
Be the experience
Here for good
Each of our four retail brands has
its own unique identity. This year
we identified the values that we
share and that unify us as a group.
Our values light the path to our
future, guiding our conversations
and decisions today so we will
deliver on our vision and purpose
tomorrow. United by these values,
we stand together as one.
02
The Warehouse Group Limited
revenue increase on The Warehouse app
employees in New ZealandThe Warehouse app rating on iTunes
(rating at time of publication)
275%
50%
4.7 star
raised for communities in FY18
$5.3m$63m
Making the desirable
affordable and the
affordable desirable
since 1982
raised in donations for
New Zealand since 1982
EV chargers installed at
The Warehouse stores,
saving around 7,500kg of CO
2
of customers shopped with two
or more Group brands in FY18
people visited 251 stores
every week
bikes serviced each week
at Torpedo7 stores
24
12,000
200
2m
Group highlights
03Annual Report 2018
The Warehouse Group has delivered
a solid adjusted Net Profit After Tax
(NPAT) result of $59.0m for FY18, in
what has been a significant year of
change for the business.
We integrated separate business
units into a more collaborative group,
and invested in capabilities and
world-class talent. We fundamentally
changed our pricing strategy in the
core Red Sheds, and embarked on a
two-year transformation programme
to accelerate our strategy of fixing
the retail fundamentals and investing
in our digital future.
In the context of this change, to
deliver a profit result above guidance
is very pleasing.
Financial results
The Group has reported a net profit
attributable to shareholders for the
year of $22.9m, which is an increase
of 12.0% on last year’s result of $20.4m.
As the reported profit includes a
number of one-off items, our normal
practice is to also report an adjusted
net profit number which reflects the
underlying business performance, and
this is the number around which we
provide profit guidance to the market.
Our adjusted NPAT for FY18 is
$59.0m, which is (13.4%) down on last
year’s $68.2m. This result was up on the
market guidance of $50.0m–$53.0m
that we issued at the half year, due to
a stronger than expected finish to the
financial year.
As indicated at the half year, the
Group’s Short Term Incentives (STI)
schemes have been triggered in FY18.
This represents an increase in cost
year-on-year as the schemes were only
partly triggered in FY17. If we normalise
the result for the impact of the STI
Chair’s report
We’re on plan
Chair’s report
Joan Withers
payments, the adjusted profit result
would have increased 1.6% year on year.
In FY17 the material one-off impacts
on our profit result were the sale of our
Financial Services business, restructuring
costs and some property sales. This year
the one-off impacts relate to a write-down
of the goodwill asset in Torpedo7 as the
business takes longer to scale up, and
restructuring costs associated with our
transformation.
While there is still more work to be
done, I’m heartened by the progress
that has been made this year to ensure
the Group is competitive and delivers
sustainable profitability. We're on plan
to improve EBIT, and I’m satisfied with
our progress as we move closer towards
our goal.
We have announced a final dividend
of 6.0 cents per share, which totals to an
overall dividend payment of 16.0 cents
per share in FY18. This dividend payout
is above our dividend policy and reflects
the Board's confidence of the Group
strategy. We will look to make further
comments about the dividend policy
at the ASM in November 2018.
Providing low prices for our
customers, every day
The Board is pleased with the outcome of
the completion of the transition to EDLP
in The Warehouse.
The Warehouse has made the change
to Every Day Low Price (EDLP) with
a 2.5% reduction in sales and a 1.0%
reduction in gross margin. The sales
decline we’re experiencing is in fact
tapering during each quarter of the year,
going from -5.2% in Q1 to -2.6% in Q2 and
-1.2% in H2, giving us confidence that
margins will continue to improve over the
next three years, in line with our plan.
04
The Warehouse Group Limited
JOAN WITHERS
Chair, The Warehouse Group
‘ While there is still more work to
be done, I’m heartened by the
progress that has been made
this year to ensure the Group is
competitive and delivers
sustainable profitability.
We’re on plan, and I’m
satisfied with our progress
as we move closer
towards our goal.’
Annual Report 201805
JOAN WITHERS
Chair, The Warehouse Group
Chair’s report
Joan Withers
‘We still have a long road
ahead of us, but our
confidence is strengthening
as we see encouraging
signs. FY18 has been
about implementing and
accelerating our plan, and
we’re on plan.’
06The Warehouse Group Limited
opportunities, while providing
appropriate levels of oversight.
Investing in our digital future
In addition to delivering our
transformation programme, transitioning
to EDLP, and realising the benefits of
business integration, we are also making
progress on our digital future. We
have invested in digital capability and
systems this year, and have started to
build our omnichannel ecosystem that
will help Kiwis live their lives better.
Continuing our journey
We still have a long road ahead of us,
but our confidence is strengthening as
we see encouraging signs. FY18 has been
about implementing and accelerating
our plan, and we’re on plan.
As previously mentioned, we have
activated incentive payments. This was
in recognition of the performance this
year, the management of significant
downside risk in the move to EDLP, and
the change programme being delivered
to schedule. Incentives are an important
part of attracting and retaining the
high-level talent required to execute our
transformation. Our business operates a
reward structure that goes much deeper
within the organisation than is the case
in many other companies.
I want to especially thank the
employees of The Warehouse Group.
Your contribution in what has been
a big year of change is very much
appreciated. It is your spirit and
dedication to our organisation and
customers that is making the difference.
I would also like to thank my fellow
directors for their dedication to their
responsibilities and for the support they
have given me.
On behalf of the Board, I also want
to thank all our shareholders for your
continued support as we continue to
change for the better – for our company,
and for all New Zealanders.
Joan Withers
Chair
Facing into change
It’s clear that we needed to reshape
The Warehouse Group for the future.
The decline of our recent earnings, the
complexity of our operations, impending
local and global competitive threats and
changing customer expectations have
necessitated radical change, and we are
facing into that change head-on.
We’ve partnered with international
experts to work alongside us as we
transform our business, not to revisit our
strategy but to improve our ability to
execute change and deliver sustainable
bottom-line results.
Together, we co-developed the
framework for our transformation
programme. Led by Chief
Transformation Officer Scott Newton,
200 senior leaders across the business
are rolling up their sleeves and
delivering rapid initiatives to improve
efficiency, reduce complexity and
deliver cost improvement. The Board
is looking forward to realising the
significant benefits of that programme
over the next 24 months and beyond.
Leading us forward
I’m incredibly energised by the
leadership team that Group CEO
Nick Grayston has assembled. They
are extremely driven to achieve
the outcomes we have set, and the
commitment and dedication from the
entire team is among the best I’ve seen.
In FY18 we welcomed three new
members to the Executive Team and
two members to the wider leadership
team. Chief Marketing Officer Jonathan
Waecker and Chief People Officer
Evelyn Ross have joined the Group from
US companies Yahoo and Foot Locker,
respectively. We also made three local
appointments, Scott Newton as Chief
Transformation Officer, Jonathan Oram
as Deputy Chief Financial Officer and
Chris Foord as Chief Logistics Officer.
The Group has faced some criticism
in our recruitment of offshore executive
talent. The fact is, deep omnichannel
retail experience is difficult to find, even
in Australasia. If this business is to be
successful in the face of international
competition, we require people who
have experienced that challenge, and
we are excited about the progress we
are making.
Governance
The Warehouse Group's Board is united
in its support of the direction we are
taking. We are acutely aware of our
role in supporting the transformation
programme and are adjusting our
governance practices to help the
business move faster and stay
focused on our core strategy.
We are conscious of the need to
ensure the skillset around the table
is right for the future direction of the
company and we are in the process of
finalising a director appointment which
will be both complementary to existing
skills and experience and strategically
relevant to the evolution
of the business.
Sir Stephen Tindall has decided
to take a further 12 months leave of
absence from his directorship of The
Warehouse Group due to his current
workload which includes the hosting
of the 2021 America’s Cup in Auckland,
his ongoing work with The Tindall
Foundation and investment vehicle
K1W1 and involvement in some of his
larger investments including Lanzatech
and Rocket Lab. Robbie Tindall will
continue to act as his alternate on
The Warehouse Group board.
We have changed the structure
of some of our committees, reviewed
and clarified some of our policies
and updated our documentation to
ensure that we are fit for purpose for
the challenges ahead. The Corporate
Governance and Nominations
Committee now has responsibility for
Board appointments and selection, and
we have introduced a separate Health,
Safety and Wellbeing Committee,
of which all Directors are members.
Given the competitive landscape
and the period of rapid change
the organisation is undergoing,
the traditional cadence of Board
deliberations may not be suitable.
However, the Board is responding
quickly to business issues and
Annual Report 2018
Our Board (from left to right):
Robbie Tindall, Julia Raue,
Keith Smith, John Journee,
Tony Balfour, Vena Crawley
and Joan Withers (Chair).
The Warehouse Group Limited08
Annual Report 201809
Joan believes The Warehouse
Group is New Zealand’s
greatest retail company with
a fundamentally important
role to play in New Zealand
society. You will often see
Joan in the Red Sheds but as
a self-confessed tech geek,
there is always something
exciting to discover at Noel
Leeming Group, especially
innovations such as Alexa and
Sonos. In her spare time Joan
enjoys horse riding, spending
time with family and creating
fashion garments on her
knitting machine.
Joan Withers
MBA CFinstD
Chair & Independent
Non-Executive Director
INTERNAL
• Audit and Risk Committee
• Disclosure Committee
• Corporate Governance and
Nominations Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Mercury NZ Limited (Chair)
• ANZ NZ Limited
• Louise Perkins Foundation
INTERNAL
• Disclosure Committee (Chair)
• Corporate Governance and
Nominations Committee
• Audit and Risk Committee
(Chair)
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Goodman NZ Limited (Chair)
• Mercury NZ Limited
• Westland Co-Operative Dairy
Company Limited
Keith likes the variety
The Warehouse Group has
to offer and shopping at
The Warehouse and Noel
Leeming stores has proved
very beneficial having just
moved to a new property.
When he is not working we
will find Keith out on the
water enjoying his favourite
pastime of fishing.
Keith Smith
BCom, FCA
Deputy Chair & Independent
Non-Executive Director
Our Board
Our Board
Board bios available at: www.thewarehousegroup.co.nz/about-us/board-directors
Julia’s family shop regularly
at The Warehouse, Noel
Leeming and Torpedo7. Her
youngest daughter loves a
trip to The Warehouse, where
they shop for clothing, gifts,
books and toys. Julia also
shops at Noel Leeming for
technology-related items as
well as whiteware, and they
buy the majority of their
sporting goods at Torpedo7.
When time permits you will
likely find Julia walking,
geocaching, reading or
cooking. As a family, they
love to travel.
Julia Raue
CMinstD, GAICD
Independent
Non-Executive Director
INTERNAL
• Health, Safety and Wellbeing
Committee (Chair)
• Audit and Risk Committee
OTHER DIRECTORSHIPS
• Z Energy Limited and Subsidiaries
• Television New Zealand Limited
• Southern Cross Health Society
• Jade Software
Corporation Limited
• Member, Risk and Audit
Committee of the Treasury
10The Warehouse Group Limited
INTERNAL
• Corporate Governance and
Nominations Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• K One W One Limited
• The Tindall Foundation
• Franklin Smith Limited
• Foundation Services Limited
Robbie and his family
find themselves shopping
in one of the Group's
stores on a weekly basis,
The Warehouse being
the store most visited.
Robbie enjoys coaching
water polo, cycling to the
beach with the family
and, when time allows,
playing football or going
to the movies.
With two young kids the
Crawley family are regular
visitors at The Warehouse's
toy section. Gifts for family
and friends are often
created at Warehouse
Stationery – you name it,
if he can personalise it,
Vena is onto it! Once he’s
finished family adventures
with gear from Torpedo7,
Vena loves to hand-write
letters and cards for the
elderly at aged-care homes.
Robbie Tindall
BA, BSc
Non-Executive Director
INTERNAL
• People and Remuneration
Committee (Chair)
• Health, Safety and Wellbeing
Committee
• Corporate Governance and
Nominations Committee
OTHER DIRECTORSHIPS
• Silver Fern Farms Co-operative
Limited
• Les Mills International Limited
• Real Journeys Limited
• Mt Difficulty Wines Limited
With two active teenagers,
Tony's family constantly find
themselves in Noel Leeming
and Torpedo7 on weekends
– be it for some piece of
'essential' technology or
new merino base layer.
Tony’s 13-year-old son
loves the new skate/street-
inspired apparel range at
The Warehouse and would
like to own every piece
given the chance. Tony
loves the outdoors and
can often be seen running,
biking or on the ski field. He
is also on the board of the
local high school.
Vena Crawley
MBA, BA
Non-voting Director, part of the
Future Directors Programme
INTERNAL
• In his role as Future Director,
Vena can be a non-voting
attendee to the various
committees
OTHER DIRECTORSHIPS
• Electricity Retailers Association
of NZ (ERANZ)
• Auckland University of
Technology (AUT) – Advisory
Board Member
INTERNAL
• Audit and Risk Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Max Fashions Limited (Chair)
• Vanishing Point Ltd/Holdings
You will often find John
in a Noel Leeming store
as he is a sucker for new
‘tech’ and Noel Leeming
provides reliable expert
advice to help him navigate
the constant stream of
the latest ‘must have’
temptations!
John and his wife are
avid travellers, which
provides ample and varied
opportunities to explore
his other interests of wine,
food, culture and history.
John Journee
BCom, CMinstD, MAICD
Independent
Non-Executive Director
Antony (Tony)
Balfour
BCom
Independent Non-Executive
Director
11Annual Report 2018
CEO’s report
CEO's report
Nick Grayston
The Warehouse Group Limited12
‘We are fortunate to have
the existing benefits of scale
and deep brand affinity
with New Zealanders as a
foundation on which to build
our digital future. How we
leverage these advantages to
best serve our customers is
now our critical opportunity.’
NICK GRAYSTON
CEO, The Warehouse Group
13Annual Report 2018
The year ended 29 July 2018 has
been a challenging one. Major
change is always difficult for an
organisation of our size, but the fact
that we have begun to reposition the
company is a material step forward
for the future of this business.
We began a transformation
programme to accelerate our strategy
and improve our business processes and
management disciplines, and we made
a major change to The Warehouse with
the transition from a Hi-Lo pricing model
to Every Day Low Pricing (EDLP). We
continued to integrate our operations
across the Group and have started
to see the benefits from that change.
We also improved our direct sourcing
capability and expanded our international
operations to help provide better products
at better prices for our customers.
The Warehouse Group remains
a profitable company that creates
significant value for New Zealand.
We are cash generative, a major
employer and a contributor to our
country through our corporate
citizenship activities.
I am proud of the hard work our
people have put in to achieve the
results for FY18, particularly given
the difficult context of the year. I’m
also satisfied that we are completing
the groundwork to overcome
impending competitive challenges.
Competitive landscape
Each year sees new and stronger
competitive challenges to our business
and 2018 is no exception. Amazon arrived
in Australia, offering a broader selection
of categories than in any other launch
country. While their arrival doesn’t yet
appear to have had significant impact,
it would be unwise to underestimate
their long-term potential in Australasia.
However, it’s not just Amazon that we
need to be mindful of, other international
e-commerce players are present in the
New Zealand market, and traditional retail
competitors such as Kmart are expanding
their store footprint in this country,
along with best-in-class international
apparel retailers Zara and H&M.
We are highly focused on being able
to resist those threats successfully. It’s
clear that omnichannel retailing is now
the dominant form. As a legacy retailer
with a comprehensive store footprint,
we have an advantage–but not
automatic success–within an
omnichannel environment.
We are fortunate to have the existing
benefits of scale and deep brand affinity
with New Zealanders as a foundation on
which to build our digital future. How
we leverage these advantages to best
serve our customers is now our critical
opportunity. We must continue to get
better at what we do, putting customer
experience at the forefront of all of our
channels and ensuring we are guided
by more sophisticated data, insights
and capabilities.
Our brand performance
The Warehouse’s transition to EDLP
has gone well and we are pleased that
sales declined less than expected and
customers responded positively to the
clarity of our offer. We saw a 6.6% lift in
unit volume across the year. During this
time, we curated our product range,
simplifying our portfolio of private-label
brands from 136 to 30, and reduced the
number of overall product SKUs by 9.8%.
CEO's report
Nick Grayston
Our way forward
↑Noel Leeming annual
revenue growth in FY18
Warehouse Stationery
No.1 in Back to school
products
Online sales percentage of
total sales. Up 6.6% on last year
8.6%
No.1
7.4%
KEY HIGHLIGHTS
14The Warehouse Group Limited
‘Noel Leeming has had a standout year. Operating
profit increased by 61.8% from the previous year to
$31.2m in FY18’
Revenue for The Warehouse
decreased by 2.5% to $1.7b in FY18
and the retail operating margin reduced
0.6% from 4.8% to 4.2%. The drop in
revenue was anticipated in response
to the transition to EDLP. Although
sales dropped, units sold increased
and we are pleased with the lift in
gross margin from 36.8% to 37.4%.
The grocery and apparel categories
in The Warehouse have performed
particularly well. Sales of affordable
essentials in grocery have increased with
a 14.0% uplift, showing that customers
are responding well to the change.
In apparel, a warm summer led to
excellent performance in seasonal
categories. We experienced significant
gross profit improvements because
of a reduction in clearance.
There is still more work to be done in
terms of refining prices, product range
and assortment. But we have a solid
base to tweak and improve on. We are
also testing some new store formats,
prioritising floor space to improve
profitability and customer experience,
and emphasising the enhanced quality
and value to customers under EDLP.
Most of our private-label products
in The Warehouse are designed by New
Zealand designers at our Store Support
Office in Northcote, Auckland. In FY18
we accelerated our direct sourcing
model to reduce costs, improve the
quality and speed to market of our
products, and to ensure our ethical
sourcing practices are adhered to.
While we continue to operate in
China, India and Bangladesh are
emerging as global powerhouses in
the production of apparel and soft
home goods. We recently expanded
our operations into India. We began
trading there in July 2017 and
officially opened a sourcing office
in New Delhi in February 2018.
A real highlight of FY18 has been
Noel Leeming’s performance. It has
had what can only be described as a
standout year. It continues to benefit
from advantages of scale, both in
terms of volume and store footprint,
and the expertise offered through the
assisted sales model. The business
has delivered revenue growth of
8.6% to $880.5m in FY18. Operating
profit rose by 61.8% to $31.2m in FY18
and operating margins increased
from 2.4% in FY17 to 3.5% in FY18.
The first half set the platform for
the year with solid trading results
across both the retail and commercial
divisions. The commercial division has
performed well with sales up 10.5%;
however, we still see room for growth.
The investment we made in the
Noel Leeming Tech Solutions business
back in FY15 and FY16 is starting to
pay off. Services now make up 2.7%
of all sales, up from 2.5% in FY17, and
we expect this growth to continue.
This was a very purposeful strategy
that has been well-executed.
In July we announced the purchase
of the key assets of the Appliance
Shed, offering a larger store footprint
to provide clearance goods and to
help meet the customer demand
NICK GRAYSTON
CEO, The Warehouse Group
seen at our expanded Penrose
clearance store. Three Appliance
Shed sites in Auckland will transition
to Noel Leeming Clearance Centres
and a fourth to a Torpedo7 store.
In contrast, Warehouse Stationery
has had a poor year by its own high
standards. The weaker result for FY18
was due to internal systems integration
issues and an industry segment that
is facing challenges as a result of
changes in customer buying behaviour.
Revenue for Warehouse Stationery
fell 5.2% from the previous year
to $263.8m in FY18. The business
experienced a decrease in operating
profit from $15.7m to $10.6m in
FY18, with the corresponding
operating margins reducing
from 5.7% to 4.0% in FY18.
The first half of the year was
particularly challenging and saw
a 7.1% decline in sales on H1 FY17.
The operational integration of The
Warehouse and Warehouse Stationery
resulted in some internal systems and
process challenges that impacted
the availability of products in store,
and significant time and resource
was spent rectifying these issues.
However, this was completed in time
for a successful Back to School period
which saw Warehouse Stationery retain
its position as number one in market
share and customer service. As we
continued the year we reduced our
sales deficit to 5.3% decline in Q4.
While sales declined, margin
improved–particularly in Q4,
by 1.4%. This demonstrates that
profitability for the business is
in line with our expectations.
We are acutely aware of challenges in
the stationery market globally, including
15Annual Report 2018
on our core business. It has a been a
smooth transition with negligible impact
on our customers, and we are fortunate
to have good partners in Finance
Now and SBS Bank. The nature of the
financial services business meant that
it required significant operating capital
and the decision to divest has given
us capacity to make the investments
that support our strategy. Our planned
investments can be funded through our
existing capital envelope.
Leveraging our scale
as a group
We are now able to capitalise on our
scale as a group and reduce duplication
with one Information Technology,
People Support, Finance, Logistics and
Marketing team. We are already realising
the benefits of this new model. For
example, in FY18 and through FY19 we
will make a significant investment in a
new Warehouse Management System
that will improve our fulfilment and
delivery capability across all brands.
This will enable efficiencies that will
save around $5.4m per year from FY20.
We appointed a single media buyer
to serve all brands in the Group,
replacing seven media and planning
agency relationships. Similarly, we
have appointed one domestic logistics
partner in Toll New Zealand, which will
be providing all store delivery services
across all the brands from FY19.
Our transformation
Earlier this year we started our group-
wide transformation programme
focused on fixing the retail
fundamentals and improving our
financial performance. It began with
the acceleration of the decline in
heritage categories such as paper and
manual-based office supplies, and the
need to reposition the business ahead
of structural changes in the industry.
We have been through a specific
exercise to address both category
and systems issues and develop a
strategy for the future. This includes
refocusing dedicated resource to
the stationery business and a plan to
continue to grow shoulder categories
and the existing B2B market.
Torpedo7 had a disappointing year
also but for different reasons. While
revenue increased 3.6% to $163.4m,
it made an operating loss of $1.4m
because of ongoing challenges with
a sub-scale operation and internal
disruption connected with relocating
parts of the business operations.
This year we recorded an
impairment of the goodwill
relating to Torpedo7 of $25.6m.
The integration of Torpedo7 into
Noel Leeming management showed
us the extent of the work we need to
do to scale up from a niche offering
to becoming a serious retailer. We
recognise that developing capability,
rebuilding processes and addressing
stock issues will take time.
While it has been a difficult year
for Torpedo7, it has also been a good
opportunity to reset the foundation
for the business. In FY19 we have
confirmed the roll out of four additional
Torpedo7 stores, bringing the total
number of stores to 18, with additional
stores in the pipeline. Torpedo7 stores
are relatively profit-neutral in the first
year, so the opportunity is significant,
but it will take time to achieve scale.
FY19 will be focused on establishing
brand clarity, getting our inventory
right and scaling the business,
both physically and online, and
we expect to be operating from
a strong foundation by FY20.
Torpedo7 has a secondary brand
in No. 1 Fitness, which currently
has one store in Christchurch.
In FY19 we will integrate No. 1
Fitness into Torpedo7 and retire
the brand to reduce complexity.
Group online sales were $221.1m,
up 6.6% compared to the same period
last year. Online as a percentage of total
sales finished the year at 7.4% compared
to 7.0% in the same period in FY17.
Investing in our digital future
While we are focused on fixing the
retail fundamentals through our
transformation programme as our
priority, we are also investing in our
digital future to get ahead of the curve.
An efficient and frictionless e-commerce
offering is no longer a differentiator.
In FY18 we boosted our digital
capability and established a world-
class team, and did a considerable
amount of work to bring our core
IT infrastructure up to standard.
In FY19 we will continue to invest
in building a competent fulfilment
capability and improving our
infrastructure, systems and supply
chain and distribution processes,
setting the foundation for our future.
Focusing on our core business
In FY18 we completed the transition
of The Warehouse Group Financial
Services division to Finance Now,
enabling us to free up capital and focus
‘The commitment and dedication of the executive
leadership team is among the best I've seen.’
JOAN WITHERS
Chair, The Warehouse Group
CEO's report
Nick Grayston
16
The Warehouse Group Limited
The Executive Team
Left to right:
Tania Benyon, CEO Group Sourcing
Support; Pejman Okhovat, CEO
The Warehouse and Warehouse Stationery;
Mark Yeoman, Chief Operating Officer
and Chief Financial Officer;
Nick Grayston, Group Chief Executive Officer;
Tim Edwards, CEO Noel Leeming and
Torpedo7 Group; Scott Newton,
Chief Transformation Officer; Evelyn Ross,
Chief People Officer; Jonathan Waecker,
Chief Marketing Officer.
an independent assessment of the
Group, which helped to quantify the
opportunity for focused performance
improvement. It was then followed by
a process of idea generation with input
across the entire business. Ideas were
then distilled to 250 initiatives, which
are now being implemented by our own
teams. Although it’s early days, we’re
already seeing success with a number
of initiatives delivering value, increased
engagement and collaboration across
the Group.
While our transformation has
components related to technology
investment, it is mostly about
fixing our business processes and
improving management disciplines.
We share more information about
our transformation on pages 24-27.
We’re on for the future
Ultimately, retail is still about two things
– people and product. Having the right
product and serving people how they
want to be served, whether that’s in
a store or on a mobile device is key,
together with the right customer service.
We’re working hard on improving these
elements so we can deliver to our
purpose of helping Kiwis live better
every day.
FY18 has been a huge year of
change for our company, and while
there is still more work to be done, I’m
pleased that we’re on plan. We have
entered FY19 with momentum behind
our strategy to deliver a strong and
sustainable future for our organisation.
This is due to the efforts of our people
and I want to thank each one of our
team members for their contribution.
Together, we’re writing this story for
the future of The Warehouse Group.
Nick Grayston
Group Chief Executive Officer
17Annual Report 2018
Sales by brand
The WarehouseNoel LeemingWarehouse StationeryTorpedo7
56.8% 29.1% 8.7% 5.4%
18The Warehouse Group Limited
↑ 0.5%
Total sales
$3.0b
Gross profit
↑ 2.0%
$991.2m
NPAT
Dividend
↑ 12.0%
no change↓ 46.6%↑ 3.0%
↑ 6.6%
↓25.6%
$22.9m
16cps
EBITGroup transactions
Online sales % of total sales
Net debt
$57.3m63m
7.4%
$162.3m
SKU reduction from EDLP
9.8%$5.0m
Moved to EDLP
(Every Day Low
Prices) in Red
reduction in Marketing
spend from EDLP
growth in Noel Leeming Services
of New Zealanders shop with a
Group brand at least once a year
new Group
stores opened
in FY18
Plus 3 Blue
stores into Red
Noel Leeming
Torpedo7
17%
80%
6
2
3
Financial highlights
Other highlights
The Warehouse
1
19Annual Report 201819Annual Report 2018
Our strategy
20The Warehouse Group Limited
Helping Kiwis live better
every day
Fixing the
retail fundamentals
Invest in
the digital future
Transformation
Technology and Culture
Shared values
Here for goodCreate the wayBe the experienceTake the lead
OUR STRATEGY
OUR ENABLERS
21Annual Report 2018
BRAND
POSITIONING
BRAND
HIGHLIGHTS
Our evolution
1982
First The Warehouse
store opens
1991
First Warehouse
Stationery store
opens
Busiest
period is
Back to School
Where everyone
gets a bargain,
every day
Work, Study,
Create, Connect
FY18 REVENUE
SPLIT BY BRAND
$263.8m
$1.7b
ON AVERAGE, 1.5M
CUSTOMERS A WEEK
General merchandise,
apparel, homeware, garden,
electronics and gaming
ON AVERAGE, 230,000
CUSTOMERS A WEEK
Office products, stationery
and technology
1996
First purpose
built distribution
centre opens
1994
NZX: Listed on
the NZ Stock
Exchange
Over
7,000 team
members
93 stores with annual
sales of 1.7b Over
500,000m
2
of retail
space and over
25,000 SKUs
We employ
approximately
1,000 team
members
Busiest day
of the year is
Christmas Eve
70 stores with annual
sales of $263.8m Over
71,000m
2
of retail
space housing
9,000 SKUs
Our group profile
TIMELINE
The Warehouse Group Limited22
2004
Shanghai
Representative
Office (SRO)
is set up
Technology and appliancesOutdoor adventure gear
and fitness gear
2009
The Warehouse
online shopping
launched
2013
The Warehouse Group
acquires Noel Leeming
Group and Torpedo7
Group
2014
The Warehouse
launches its first
mobile shopping app
2017
First Warehouse
Stationery Ltd store
opened within
The Warehouse store
2017
India Sourcing
Office opened
2014
The Warehouse Group
acquires Schooltex
and R&R Sport
Busiest periods
are winter and
summer
The authority in appliances,
technology and services
for retail and commercial
customers
See you out there
74 stores with annual
sales of $880.5m
Over 76,000m
2
of
retail space housing
4,100 SKUs
14 stores over
19,000m
2
and
online retails for
No.1 Fitness and
1-day
Over 1,600
team members
We employ
approximately 400
team members
ON AVERAGE, 279,000
CUSTOMERS A WEEK
ON AVERAGE, 14,000
CUSTOMERS A WEEK
$163.4m$880.5m
Busiest period is
Boxing Day
Annual Report 201823
Scott joined The Warehouse Group in
February 2018. He has an extensive
track record in driving transformational
change across several New Zealand
and global businesses.
What’s the transformation
overview?
Our transformation started in February
2017 when we made the decision to
move to a shared services model across
the Group and merge the operations
of The Warehouse and Warehouse
Stationery, and Noel Leeming with
Torpedo7. This was quickly followed by
our adoption of an Every Day Low Price
(EDLP) pricing strategy in our Red
Sheds, a significant change for the
business and our customers.
To improve our ability to execute
change across the business, and
support our multi-year transformation,
we engaged external transformation
partners in late 2017. Our
transformation partners performed
an independent assessment of
the potential of the Group, and
quantified the opportunity for focused
performance improvement. Then,
we involved more than 200 staff
from across the Group in a ten-week
ideation process to develop initiatives
that would build on the changes
which were already in flight. From
June 2018, our transformation has
focused on implementation. We’ve
started to drive the delivery of the
plans that we committed to.
What are we focused on?
Performance wise we are focused on
lifting Group EBIT from 3.6% to 7.0%.
To achieve this growth in earnings,
we have created over 250 detailed
initiatives which are being actively
worked on across 12 workstreams.
We are also focused on incorporating
an ‘owner’s mindset’, having a high-
performance culture and building
capability in our people to ensure
that these changes are sustainable.
We’re six months into our transformation so
we sat down with Scott Newton, our Chief
Transformation Officer, to discuss what
we’ve achieved so far and what we’re
looking forward to.
Our transformation
Our transformation
TIMELINE
JANUARYFEBRUARY
Organisational
Health survey
MARCH
Creation of 8
functional and 4
brand workstreams
Independent
Assessment
24The Warehouse Group Limited
Our transformation has a good
balance between both growth and cost
focused initiatives. Growth initiatives
typically take longer for the benefits
to ramp-up, whereas, cost derived
initiates provide the ability to unlock
value much faster.
Collectively, we have committed
to a plan for what we can realise
in incremental earnings going into
FY20. Internally we refer to this as
our ‘bankable plan’. This plan was
unanimously supported and signed
off by our Senior Executive Team.
What are the key areas of work
and how did they come about?
Our transformation is focused on
fixing the retail fundamentals. All
areas of the business are in scope for
performance improvement. During the
independent assessment conducted
by our transformation partners, and
in our planning sessions, we looked at
the key value drivers of our business
and formed 12 workstreams–eight
of these are functional and four are
brand orientated.
The eight functional workstreams
are grouped into key areas. One
key area is ‘trade’, which includes
the customer-facing areas such as
store performance, merchandise,
and logistics. Another key area is
‘non-trade’, which focuses on central
procurement and capital. Both our
trade and non-trade functions are
supported by ‘central’ functions,
which incorporates our people-
support functional area. The central
functions workstream looks to
optimise organisational design across
The Warehouse Group and assesses
whether we have the right people
with the right tools, skills and
capabilities to support the delivery
of our transformation. Supporting
both trade and non-trade areas are
our ‘enabling’ workstreams. These
workstreams include information
systems and culture. Both the
information systems and culture
workstreams are embedded within
all the areas of our transformation.
What’s the most important
aspect of the transformation?
The most important aspect of the
transformation is the how, or the culture
piece. We are focused on embedding a
change in mindset and way of working
so that we think and act differently. It
is also important for us to ensure that
the change is sustainable. We recently
launched our new group values of
being ‘on’. We’re on for New Zealand,
on for our customers, employees,
shareholders and our communities.
These new group values unify our
APRILMAYJUNE
ideas generated
and distilled
initiatives actively
worked
Improving Group EBITBuilding a sustainable and
high-performance culture
250+1,000+↑EBITCulture
Programme setup
• Cadence established
• Workstreams
• Leads identified
• Initiative owners
1,000+ ideas
generated across
the Group
Commitment to
implement more
than 250 initiatives
Ideas assessed
through risk,
culture and
information
systems lens
Expo – sharing
the plan with our
wider teams
Transformation
Planning
Implementation
Kick-off
25Annual Report 2018
individual brand values and allow
us to speak the same language.
What are the key challenges?
Speed of decision-making can slow
progress and frustrate initiative
owners. We have established a weekly
cadence around our workstreams
and this provides the opportunity for
workstream leads and initiative owners
to ask for the support needed.
There can be workload tension
balancing our ‘day job’ against our
transformation initiatives. This is
typical during the beginning of a
transformation and can take more
than six months before the two come
together as one set of priorities.
Capability can be a challenge when
embarking on major transformations.
Now that we have developed detailed
plans with clear milestones, KPIs and
benefits for each initiative, we can
track progress on a weekly basis. And
because of these plans, we have an
opportunity to address emerging
capability gaps.
We have created a programme for
our people to support their ‘ability
to execute’ (A2E). A2E is a two-day
programme for our Store Support
Office, Regional Managers and Store
Managers. The course focuses on
developing skills in areas such as
influencing, having courageous
conversations and providing feedback.
We are also investing in building
capability in specific areas such
as contract negotiation, pricing
optimisation, and data analytics. Here,
we are drawing on the global expertise
of our transformation partners.
What are you looking forward
to in the next six months?
Ensuring that the initiatives that we
have developed start delivering the
benefits that they promised; supporting
our workstream leads and initiative
owners to think bigger, faster; and
actively problem solving with
the team to drive value creation.
I see my role as the 'agitator',
to face into what people don’t want
to talk about and support delivery
but also look to accelerate our plans.
I am also looking forward to seeing
the business adopt the ‘owner's
mindset’ and see this come alive across
the business. The owner's mindset
means being truly accountable,
recognising that delivering results to
our bottom line is the ultimate measure
of success, and that the cost of delay is
real. We teach how to adopt an owner’s
mindset in our A2E course and to date,
we have around 1,500 team members
participating in the course.
What is the mood within the
Transformation Office?
Cautious, but happy with the
progress to date. We have great
partners that, like us, truly care about
making kiwi’s lives better and are
helping to ensure the longevity of our
core business.
We have all the ingredients that
we need to successfully transform
and we’re starting to see the ‘unlock’
happening in the business. Typically,
it takes about six months into
implementation to see the benefits
materialise. Once the benefits are
visible and celebrated, the progress
in and of itself builds momentum and
people start to see the transformation
as a way of getting things done much
faster than they could previously.
Why should I believe in this
transformation?
Our transformation isn’t about finding
a magic ‘single fix’ solution. It is about
lifting our performance around basic
retail disciplines, with our customers at
Our transformation
Negotiation Factory
Workshops
JULY
New group values
launched
TRANSFORMATION
ONGOING
(2 YEARS)
Ability to Execute
(A2E) (high-
performance and
capability training
programme)
Store and
Distribution Centre
expos
↑
JULY
Ideas Bot launched
(Group-wide ideas
channel where
everyone is able
to submit ideas)
26The Warehouse Group Limited
the centre of everything we do.
I can’t make you believe in it, but I
can tell you why I believe in it. Having
seen The Warehouse open in 1982,
it’s exciting to see what it’s become
over the last 36 years. The growth
has transitioned from explosive to
incremental and now we have reached
critical mass across our brands. It's
Our transformation workstreams
Merchandise
Central functions
Logistics
Capital
Information system
Culture
time for us to mature and begin to
realise the benefits of scale, efficiency
and sustainable growth. That’s why I
believe in the transformation and see
the potential that's in front of us.
There is no more interesting time
to be in retail. We have an opportunity
where the ground is going to continue
to shift significantly over the next
decade in this industry and I want to
be part of helping shape the future
and ensuring that the Group’s legacy
continues.
I want to be part of this chapter and
the next chapter of what it means to be
The Warehouse Group.
Store performance
Non-trade spend
27Annual Report 2018
This year The Warehouse moved to
Every Day Low Prices (EDLP) and away
from a Hi-Lo pricing model. The new
retail landscape of mobile commerce,
big data and the rise of omnichannel
retailing has meaningfully changed the
environment in which we do business
and requires an overhaul of the way
in which we operate.
EDLP is a stronger and more
future-focused retail pricing strategy
in the digital era, and it allows us to
remain competitive in a continuously
changing environment. We observed
that globally retailers trading under
a Hi-Lo model were failing in the
face of developing online pure play
competition from the likes of Amazon,
eBay and Alibaba. With greater
price and information transparency,
consumers all over the world are
becoming more informed on price and
Our move
to EDLP
range, and know what a genuine
discount looks like.
The Warehouse’s move to EDLP
was, in part, a customer-driven
change intended to resolve questions
over price accuracy, which was
a major customer pain point. The
move has allowed The Warehouse to
be more transparent, have greater
clarity in offer, as well as provide
dynamic and personalised pricing
and promotions. It streamlines our
business to become even more
honest with our customers.
Unlike Hi-Lo, EDLP does not use
frequent promotional activity to
drive sales. This typically results
in a reduction in marketing spend
and store labour because having
fewer promotions translates to less
advertising and less manual
re-handling of goods.
We saw a positive customer
response as we entered our first
Christmas and summer under EDLP.
Most notably, our toy category was
a top performer, breaking all its own
records in sales. More recently, the Big
Toy Month event in stores performed
exceptionally well also, with the average
FROM HI-LO TO EDLP
SALES3.1%
8.5%
4.9%
4.9%
3.2%
UNITS
AVERAGE SELLING PRICE
GROSS PROFIT
STOCK TURN
basket of toys up 6.0% driven by a
higher average selling price.
It can be expensive for retailers to
switch pricing strategies; however, we
are happy with our performance to
date. Based on what we've seen from
retailers offshore, there was a real
risk of experiencing a material sales
decline and the transition negatively
impacting our financial performance.
As we moved into the world of
EDLP we expected a sales decline,
due to a reduction in average selling
price but knowing this would be
offset by an increase in volume sold.
Our plan was to improve margin in
year one with the goal to achieve
significantly better margins over the
next three.
In FY18, sales in The Warehouse
were down 2.5% and gross margin
down 1.0%. While we experienced
some impact from the clearance of
goods related to range curation, we
were successful in mitigating losses
through timing of promotions and
optimising clearance prices.
One thing we were particularly
focused on maintaining was our price
perception during the transition to
The big reset
↑
↑
↑
↑
↓
EDLP case study
A case study on Childrenswear
28The Warehouse Group Limited
EDLP. Based on customer feedback we
believe we are still the strongest in the
market on price perception. Since price
is held constant rather than relying on
promotional activity to drive foot traffic,
a challenge under EDLP is generating
and maintaining high foot traffic. Our
foot traffic continues to be strong in
stores and we observed a 2.2% increase
in transactions.
Aligned to a EDLP pricing strategy
is the need to focus on product range,
design and availability to hit the value-
for-money sweet spot. Moving to direct
sourcing has been part of the success
of EDLP as we change how we source
and what we control. We now supply
over two-thirds of products sold in
The Warehouse through our private-
label programme with many designed
in New Zealand. We have increased our
capability in this area and will continue
to make investment into the way we
design, plan and source.
Volumes handledFull priceClearance
HI-LO
EDLP
6.4m
6.9m
↑
WAREHOUSING
SALES CYCLESALES CYCLEOTHER SAVINGS
UNDER EDLP
Labour savings
(The Warehouse)
Marketing savings
(The Warehouse)
Reduction in
re-pricing for
promotions
Reduction in
promotional
mailers and
advertising
spend
In June 2017 last year we held a
suppliers’ conference to keep our
partners informed, and we met with
suppliers individually to answer
questions regarding our shift to EDLP.
By Christmas, 98.0% of our supplier
network transitioned to our new way
of working.
Another change that EDLP brings
is the impact on trading patterns.
We’re getting used to the new trading
cycle and experienced nominal
variance against our plan compared
with FY17. Overall, our weekly volumes
are higher under EDLP than Hi-Lo.
In total, volumes increased by
7.9%, which was helped through
an increase in average basket size
of 5.7%.
Under EDLP we also improved our
level of productivity. We achieved
store labour savings by reducing
the level of re-pricing needed for
promotions. Approximate labour
92.3%7.7%
1.6
m
5.0m
93.5%
↑
6.5%
↓
savings through greater productivity
under EDLP is $1.6m. Looking forward,
we expect to see further savings
on store labour as we did incur
one-off re-pricing costs as a result
of our transition. We also realised
$5.0m cost savings in marketing
due to a reduction in promotional
mailers. During the post-EDLP range
reduction period, stock was cleared
at higher margins than historically,
and the overall SKU count reduced
by 9.8%. From an operations
perspective, we’ve adjusted well to
the significantly higher volumes going
through our Distribution Centres.
We experienced a 9.0% unit increase
in volumes handled.
This year has been a foundation
year for The Warehouse to make the
changes required to achieve long-term
growth. Our focus for FY19 is to further
refine our operating model and continue
delivering the benefits of EDLP.
Our foot traffic continues to be strong in stores
and we observed a 2.2% increase in transactions.
29Annual Report 2018
Introduction
Integrated reporting
This year we have prepared our
report using the integrated reporting
framework, as a signal of the direction
that we are headed as we transform
the business for the future.
Value for The Warehouse Group is
more than numbers on a spreadsheet.
That’s why we like the idea of integrated
reporting, as it shows that there are
more dimensions to value that are
important to us and our stakeholders.
We have not moved formally into the
integrated reporting world; first we are
embedding the principles of integrated
thinking through the business so that
the reporting step comes as a natural
extension of what we do.
How we create value
The principal business of The
Warehouse Group is retailing. While
most of our business is product related,
there is a rapidly-growing services
component of our offer, primarily around
the technology offerings through our
Warehouse Stationery
and our Noel Leeming businesses.
From a market segment perspective,
our business is principally aimed at
consumers; however, Warehouse
Stationery has a strong presence in
the small-to-medium-sized business
segment, and our Noel Leeming
business has a sizeable commercial
customer portfolio.
In core retail, we add value through
providing customers with access,
choice, quality, value for money and
services to ensure that our brands and
channels are preferred by customers.
The process of adding value starts
with understanding our market. We
pride ourselves on the insights and
knowledge that the brands have
built in understanding our customers
within the local market. We believe this
understanding helps us to create value
in targeting the product and market fit,
and reduces inventory risk inherent in
the business.
The first step where this is realised
is product design, where we influence
the product and market fit by design
considerations which include materials,
aesthetic appeal, durability, cost,
colour, size, form and function. Our
deep understanding of Kiwis and
this market, reinforced through data
analytics and insights, is helping us to
make our products more relevant and
on-trend within our goal of making the
desirable affordable and, importantly,
the affordable desirable.
Next we focus on sourcing the
product. Increasingly we are moving to
a direct sourcing model where possible.
For some of our businesses such as
Noel Leeming that source famous
brands, this step is about building
trust, confidence and strength with
our key suppliers, and ensuring that we
are the preferred channel to represent
their global brands.
For other businesses, we move to
a direct sourcing model whereby we
contract directly with manufacturers
in the country of origin, which involves
ethical sourcing standards, quality
assurance and consolidation of
volumes to drive better pricing. These
relationships are not transactional: they
are partnerships designed to ensure
that customers can be confident in
the goods they are buying from us.
We next add value in how we bring
the product to market, through our
logistics and distribution activities, to
ensure that the product gets to the
right channels in depth and range, on
time and in good condition at lowest
Towards
integrated
reporting
Measuring
what matters
30The Warehouse Group Limited
cost. Managing our environmental
footprint is an important part of our
consideration as we transport product,
handle waste recycling and manage
product return journeys. We are
responsive to changing market demand
by being able to control and flex how
we distribute product from central
storage to customer-facing channels.
The Warehouse Group has a long
history of supporting New Zealand
communities. We are here for good and
giving back to our communities is a
critical element of how we create value.
The quality, location, convenience
and experience of all our channels form
a critical element in adding value also.
We are present in the locations where
our customers are, in key catchment
areas with physical stores that present
an enjoyable and friendly customer
experience. We show our product
expertise and care for our customers
over the long term, not just in that
moment of a single store visit.
Our physical presence, product
expertise and care for our customers
are all critical components of what we
think makes The Warehouse Group
special for our customers. This can be
seen every day, and especially where
customers are making large-value
purchase decisions, we want to
meet them with sound advice and
great service in the decision-making
process and in the after-sales
experience as well.
Outputs
and Outcomes
Our key to integrated reporting
Our value creation
Manufactured capital
Stakeholder capital
Intellectual capital
Environmental capital
Human capital
Financial capital
Inputs
Goods and services
Understanding our market
Sourcing
Data and analytics
Range curation and assortment
Solving customers' problems
Accessibility
Customer experience
Being where the customer is and
when customers want to shop
Frictionless experience
Donations
Trust
Minimising our impact
on the environment
Building eco systems
Our networks
Our relationships
Our expertise
Our environment
Our people
Our financial capital
Convenience
Choice
Quality
Value for money
Design
Partnerships
Ethical sourcing
Logistics and distribution
Corporate citizenship
Community outreach and give-back
Making the desirable affordable
and the affordable desirable
31Annual Report 2018
We add value through providing
convenience, and making customers’
experience enjoyable, hassle-free and
rewarding. This might be through a
digital channel providing the ultimate in
convenience, or through our extended
trading hours so we can be there when
our customers want to shop.
Value
Creation
The Warehouse Group is the largest
general merchandise retailer in New
Zealand and 80% of New Zealanders
shop with a Group brand at least once
a year. One of our key competitive
advantages is our capacity to serve
and reach our customers through our
store footprint and Distribution Centres,
online and via phone support.
Historically, one avenue for growth
has been to expand the store network,
and open new stores. Aside from some
Torpedo7 opportunities as we seek to
build scale for that business, with 251
stores across New Zealand we are at
‘peak footprint’ in terms of retail space
per square metre. We will continue
to reposition and adapt our stores to
match changing population distribution
and customer needs, and our focus has
shifted to repurposing and improving
the utilisation of existing space to
provide better customer experiences
and profit per square metre.
A key strategic challenge for the
Group is to drive growth in ways other
than through store expansion, focusing
our store thinking around customer
experience and channel optimisation.
In future, as we move to full
integrated reporting, we will report
on our focus areas to demonstrate
progress. For example, we will report
on productivity of the footprint through
Gross Margin Return on Footage
(GMROF) and flexibility of portfolio
and lease tenure.
Serving our
customers
In FY19 we expect our distribution
costs per unit to reduce slightly
through process improvement, with
further reductions over the longer term
by targeted technology investments.
Blue into Red: Trialling
Warehouse Stationery stores
within The Warehouse
In FY18 we expanded our trial of
Warehouse Stationery stores within
The Warehouse stores to test the
concept of combining two brands
under one roof, at Glenfield, Fraser
Cove in Tauranga and in Rolleston,
Canterbury.
This integration could provide
greater convenience for customers,
reduce costs, and potentially free
up sites that could be repurposed
for Torpedo7 without adding to the
Group’s overall occupancy costs.
The results are encouraging so far and
we intend to further test the concept
with more sites in FY19, including
specifically testing dedicated business-
to-business points of presence.
Torpedo7 expansion
When we acquired Torpedo7 and the
businesses that now make up the
Torpedo7 Group in 2013 and 2014,
it was solely an online business that
we merged with R&R Sport and No. 1
Fitness stores. Our challenge now is to
turn Torpedo7 into a true omni channel
retailer that helps New Zealanders get
the most out of the outdoors, and that
means increasing scale.
In August 2018 the Group opened
a Torpedo7 store in Palmerston North,
and we have confirmed the roll out of
a further three new Torpedo7 stores
in the next three months. In FY17 we
Manufactured Capital
Our networks
Our networks
32The Warehouse Group Limited
Manufactured Capital
Our networks
33
Annual Report 2018
opened our Auckland flagship Torpedo7
store in Westgate, and a large-format
store in Albany, enhancing our omni
channel capability. We know from our
online business that there is existing
demand in these catchment areas.
Opportunities to occupy Warehouse
Stationery sites that are planned to be
vacated are being assessed as well.
Click and Collect
All 251 of the Group’s stores offer a
Click and Collect service, in addition to
delivery to an individual’s home or work
address. In FY18 we introduced several
self-service Click and Collect lockers,
where customers can access their
goods without requiring assistance.
The Warehouse currently has two
stores with Click and Collect lockers
(Westgate and Albany) and Warehouse
Stationery has Click and Collect
lockers at Wairau Park. Noel Leeming
has a street-facing Click and Collect
locker service in Takapuna, accessible
out of hours when the store is closed.
Feedback from customers has been
positive and we will roll out further
lockers in FY19.
Self-service checkouts
Self-service checkouts give customers
the option to do their own quick,
convenient transaction, particularly
at busy times. In FY18 we introduced
self-service checkouts to ten stores
in The Warehouse, and in Warehouse
Stationery at Wairau Park as a trial.
Customers have told us they still
want the option of a regular checkout
experience, and we will maintain this
option providing that need remains.
The self-service checkouts now
perform an average of around
50% of transactions in the ten
The Warehouse stores where they
have been deployed.
Logistics and fulfilment
Stores and online deliveries are
supported by a national distribution
network. Our Auckland Distribution
Centre is made up of three facilities,
and we also have Distribution Centres
in Christchurch and Hamilton, and an
additional network of seven smaller
hubs supporting Noel Leeming Stores
throughout New Zealand.
The Group is in the process of
rectifying historical under-investment
in logistics and fulfilment, and we
are executing a plan to turn what is
currently a weakness into a strategic
advantage.
We are consolidating and integrating
our distribution assets across the
brands, and engaging strategic
partners to transport our goods more
efficiently and cost-effectively. This is
supported by investment in technology,
to improve processes, customer
experience, efficiency and accuracy,
and to increase capacity.
Technology investments will
change how we manage and flow our
products and increase our throughput
capacity as well. This will also allow
us to achieve a more efficient balance
Manufactured Capital
Our networks
In FY18 we did
a considerable
amount of work
to bring our core
infrastructure
up to standard,
enhancing
security and
interoperability,
and improving
the resilience of
our networks.
34The Warehouse Group Limited
v
between centralised and localised
fulfilment, providing enhanced visibility,
accuracy and productivity. In addition,
new systems provide the foundation
to deploy software that will provide
greater efficiencies in the future.
This is a key project in competing
online against global competition.
Internationally, we selected a new
freight-forwarding partner in Mondiale
in FY18. The global consolidation of
shipping lines has resulted in reduced
capacity and increased competition
and we continue to monitor shipping
costs and fuel prices closely.
We have also realised some
operational cost efficiencies by
appointing Toll New Zealand as our
domestic transport partner throughout
the Group. Toll will provide all store
delivery services across all brands
from FY19.
Modernising our technology
infrastructure
In FY18 we did a considerable
amount of work to bring our
core IT infrastructure up to
standard, enhancing security and
interoperability, and improving the
resilience of our networks. We have
strengthened our core systems
and invested in digital capability
to increase our responsiveness to
customer needs, and improved risk
management, disaster recovery and
real-time reporting.
However, we still have work to
do, particularly in the Noel Leeming
and Torpedo7 businesses, where
merchandise and planning systems
require investment. Our IT service
delivery capability also needs
further work, as we move more fully
into an agile-based plan-build-
operate model.
One of the first steps in
consolidating our technology
infrastructure has been to move our
core mission-critical IT systems off
premises, and onto IBM Cloud in
New Zealand. These systems include
customer-facing apps, e-commerce
sites, point-of-sale systems,
inventory and financial systems.
We have consolidated around
Salesforce as our key customer
relationship management tool, and
started migrating our call centres to
PureCloud, which has helped us to
amalgamate customer service across
brands and provided a single view of
customer contact.
The Group has introduced
technology initiatives to improve
productivity too. In the Finance area,
we have deployed Robotic Process
Automation to automate many
manual tasks. We have used tools that
utilise machine learning to clean our
customer data, removing duplications
and errors to create a master
customer database. Accurate and
reliable customer data enables us to
deliver greater personalisation to our
customers and improves measurement
on the effectiveness of our customer
engagement and marketing.
of New Zealanders shop
with a Group brand at least
once a year
Four new
Torpedo7 stores
confirmed to
open in the next
three months
Customers visit our
stores every week
Ten of
The Warehouse
stores offer self-
service checkouts
for quick, easy
transactions
of New Zealanders live within
30 minutes of one of our stores
80%
90%
2m
All 251 Group
stores offer Click
and Collect
KEY HIGHLIGHTS
35Annual Report 2018
With 251 physical stores, five online
stores, an app for The Warehouse
and millions of customers across
New Zealand, The Warehouse Group’s
capacity to serve customers through
our distribution and logistics systems
and networks is a critical part of our
operations.
During FY18 and FY19 the Group
is investing in a new best-in-class
Warehouse Management System
(WMS) provided by Manhattan
Associates, which will significantly
improve processes in our Distribution
and Fulfilment Centres and transport
Investing in a world-class
Warehouse Management System
We’re changing the game
Case Study
Manufactured Capital
Our networks - Case Study
36
The Warehouse Group Limited
Far left:
The Warehouse
Group Distribution
Centre team members
Solomona Kapeteni
and Siaosi Lui.
Left: Distribution
Centre team member
Semi Tofilau.
operations, and enable efficiencies
that will save around $5.4m (EBITDA)
from FY20.
The new Manhattan Associates'
WMS has been ranked as the leading
Warehouse Management System for
the past ten years by Gartner in their
annual Magic Quadrant for Warehouse
Management Systems, and will replace
the existing system, which is over 30
years old.
The new WMS has three main
benefits for our Distribution Centres
(DCs). Firstly, it allows greater visibility
of all the different departments and
tasks in the DCs. Secondly, the new
WMS allows dynamic allocation
of orders. The third benefit is that the
WMS makes the decisions based on
real-time information and data, using
interleaving to assign tasks to the
closest individual, therefore improving
productivity and efficiency.
The Fulfilment Centre (FC) is
located within our Distribution Centre
complex and is dedicated to fulfilling
online customer orders. We are now
able to introduce a WMS into the FC,
replacing the existing manual-based
system and dramatically improving
efficiency and customer experience.
37Annual Report 2018
Technology is not only important as
a key enabler of our retail business,
it is also critical as a channel to market.
We’ve been operating in New Zealand
for 36 years, and we have deep specialist
knowledge and expertise in the retail
sector. However, there is variability
across the Group in how we do things,
ranging from world-class services in our
Noel Leeming Tech Solutions offering,
to areas that need significant process
improvement, such as our merchandise
planning systems in Torpedo7.
One of our core strategic plans is
to fix the retail fundamentals, taking
best practice and making it consistent
across the organisation.
The Centre of Excellence model
allows us to share expertise across the
Group, leveraging knowledge through
process improvement. The benefits of
this approach include being able to
simplify and standardise our business
processes, reduce the variability of
performance throughout the Group,
and leverage the Group’s scale in
investments and cost management.
There are clear benefits to our
people, including career development
opportunities and improved learning
and development investment.
This new way of working does have
some complexities, and we continue to
manage teething issues as we adjust to
our new operating rhythm.
Intellectual Capital
Our expertise
Improving our digital offering
We have invested significantly in
product management, user experience
and development in FY18 to deliver a
world-class e-commerce experience.
We’ve built a team who have a
common goal: to delight customers
with the beauty of technology, serving
customers anywhere, anytime and
through any device. We’re continually
introducing and testing new digital
innovations to make shopping with us
as convenient as possible.
The Warehouse app, originally
introduced in 2014, is one of the top-
rated shopping apps in New Zealand
with a 4.7-star rating on iTunes (at
time of publication), and revenue
is up 275% on FY17. The app offers
voice technology, product scanning
capability, and we have recently
introduced ‘Snap and Shop’, in
partnership with Google, which allows
customers to take photos on their
smartphone of any item they like and
instantly match them with thousands
of products in our catalogue. Similarly,
we were one of two retailers in New
Zealand to partner with Instagram on
launching Instagram Shopping, giving
our social-media audience the option
to ‘see it, get it’ directly from our posts.
In FY18 we entered into a trial with
PartPay on The Warehouse, Warehouse
Stationery and Torpedo7 websites,
Our expertise
We don’t sit still.
38The Warehouse Group Limited
which allows customers to spread out
the cost of goods purchased online
over six weeks. PartPay has been
popular and now makes up 16% of all
online transactions.
Other innovations have included
introducing ‘chat bots’ to improve
customer service experiences and
outcomes. We still have a long
way to go, and the purchasing and
fulfilment parts of the online customer
experience are not yet up to standard.
This is an area where the
variability of performance across
the Group is evident. In some parts
of the business such as 1-day we’ve
got it right, but in others such as the
Red Sheds, we currently operate a
distributed fulfilment model from
some stores, which is difficult to
The Warehouse app is rated 4.7 stars on iTunes at the
time of publication, and revenue is up 275% on last year.
manage with our current inventory
management practices in store. As a
result, customers can often receive
multiple parcels in the fulfilment of
their orders. This is inefficient, costs us
money and frustrates our customers.
Improving online fulfilment is a key
focus area for the business in the
coming 12 months.
We’re doing marketing
differently
FY18 saw some strategic changes
to our marketing structure and
approach. While we continue to focus
on growing our independent brands,
we consolidated all our marketing,
e-commerce, customer experience and
customer engagement functions into
a centralised Centre of Excellence,
39Annual Report 2018
creating a fully-scaled and integrated
marketing capability.
We moved from seven separate
media planning and buying agency
relationships to a single media
agency of record. Following a robust
selection process, we appointed
OmnicomMediaGroup as our partner
with a focus on innovation, customer
engagement, and best-in-class
measurement and attribution.
In this new configuration, we are
better able to measure the results
of our marketing. For example, our
customers responded well to this
winter’s Big Toy Month, our first
major toy campaign post-Christmas
under EDLP. The campaign applied
our new marketing capability across
in-store and online channels. Sales in
the toy category increased 3.0% and
the average basket increased 6.0%
during the campaign. We ran a fully-
integrated marketing process from
creative, media through to insights
and produced targeted vertical video
content for mobile.
Other highlights included
introducing first-in-New Zealand
digital marketing initiatives, including
launching personalised product
catalogues on Facebook, in-store
visit conversion campaigns with
Google AdWords, and single customer
view models for predictive email
campaigns.
We have also invested in world-
class marketing talent. The Group
has appointed Jonathan Waecker as
Chief Marketing Officer and Michelle
Anderson as Chief Digital Officer,
and brought two high-profile New
Zealanders home to lead in Executive
Creative Director and Head of Group
Insights and Data roles.
Loyalty programmes
The Warehouse Group has a number
of loyalty programmes, products and
redemption partnerships across our
network, including MyNoelLeeming,
BizRewards, the Torpedo7 Over and
Above Club, and The Warehouse
Christmas and Jewellery Clubs.
Noel Leeming and Torpedo7 are also
members of the Fly Buys scheme,
with Noel Leeming one of the largest
redeemers of Fly Buys points in
New Zealand.
Around 50.0% of customers shopped
at two or more Group brands in the last
year, and we are exploring options for
how we can promote and improve the
cross-brand purchasing ratio.
Transformation
Fixing our retail fundamentals is all
about improving how we do things,
getting better at managing our core
business processes, and reducing or
eliminating processes that don’t add
value for our customers. One of the
key benefits of the transformation
programme is the involvement and
engagement of hundreds of people
across the organisation, all with a
continuous improvement mindset,
a shared understanding of what our
goals are, and the permission to effect
change throughout the business to
improve profitability and better meet
our customers’ needs.
‘Our new marketing
structure is working
and customers are
responding well to
our new campaigns
under EDLP.’
NICK GRAYSTON
CEO, The Warehouse Group
Intellectual Capital
Our expertise
40The Warehouse Group Limited
The Noel Leeming Tech Solutions
business continues to go from strength
to strength under the leadership of
Sean Stephens, GM Retail Services.
“Customers have told us they want
the latest products but they don’t
always have the time or knowledge to
get things up and running as efficiently
as they would like – so that’s where we
come in,” says Sean. “We can help with
anything from wall-mounting a TV to
maximising a customer’s Wifi so they
can stream their favourite shows.”
“Our aim is to relieve any
technology pain points – whether
that’s getting something delivered,
installed and set up, or providing
support further down the track.”
Tech Solutions services can be
purchased à la carte or as part of a
package when buying a new product
(MyTechSolution). Our Tech Solutions
brand has service spaces in every
store throughout New Zealand from
Kaitaia to Invercargill, and strong brand
presence in our online channels.
MyTechSolution is an end-to-
end service proposition where
customers have the total support of
Tech Solutions staff for any of their
technology and appliance service
needs including delivery, setup and
installation, learning and product
education, remote technical support,
cover for getting products repaired at
no extra charge and an annual bonus
$20 gift card.
We have 77 dedicated Tech
Solutions specialists nationwide
fulfilling customer needs both in-home
and in-store. Stores without dedicated
Tech Solutions specialists have cross-
functional Tech Solutions staff in order
to support Kiwi customers wanting
Tech Solutions services. At any time,
we have upwards of 150 team members
capable of delivering Tech Solutions
Services throughout the country.
Noel Leeming Tech Solutions
services over 40,000 kiwi homes per
year and this is set to double in FY19.
The overall Services business has
had strong year-on-year growth during
FY18, up 17.0%, with growth coming
from all service lines of business.
This growth was a result of several
initiatives executed during FY18.
One was the nationwide roll-out of
Tech Solutions spaces into all Noel
Leeming stores, improving coverage
and delivering growth of 21.0% in the
in-store portfolio.
We are particularly pleased with the
service plan revenue growth, which is
up 21.0% year-on-year. Around 24.0%
of all service plans were the new
MyTechSolution package, and over
50.0% of customers purchasing the
new MyTechSolution product have
used some feature of the service plan
within the first year.
All of this has been achieved
with a Net Promoter score for Tech
Solutions of 86.0%. This demonstrates
that the high levels of growth have
enhanced customer experience and
not detracted from it.
Passionate
experts unlock
New Zealanders’
tech potential
Intellectual Capital
Noel Leeming - Case Study
growth YOY across
Services business in FY18
service plan growth increase
paid customer interactions
dedicated Tech Solutions
specialists nationwide
the Net Promoter
Score for Tech
Solutions in FY18
17%
21%
55,000
77
86%
NOEL LEEMING TECH
SOLUTIONS SERVICES
AT A GLANCE
Relieving New Zealanders'
technology pain points
41Annual Report 2018
Unlocking
value in direct
sourcing
ensuring our ethical sourcing practices
are met and our products exactly match
our quality and design specifications.
Complemented by improvements
in the reporting and analysis of data,
direct sourcing also means that we
can meet customer demand faster.
We have built the capacity to respond
more quickly to micro or geographical
trends and replenish popular goods.
In FY18 we significantly increased
the number of products sourced
directly and we will continue to increase
this during FY19. The move to direct
sourcing has been remarkably quick
and smooth, and as a result we have
become more efficient and productive,
reducing our expenses as a percentage
of orders by 0.9% year-on-year.
We achieved this change through
increasing our own sourcing capability,
integrating our buying and sourcing
teams, and working cross-functionally
across planning, buying, design and
sourcing, and quality. Almost 100%
of our apparel range is now directly
sourced, and we are currently
replicating the process across our Home
and General Merchandise categories.
We are also moving more of our
private-label brands in Warehouse
Stationery to direct sourcing in FY19.
While we continue to operate
in China, particularly for General
Merchandise production, India and
The Warehouse aims to make the
desirable affordable by providing
stylish and functional products to
New Zealanders, and most of our
product range in The Warehouse
Stores are from our own private label.
We made the decision to increase
our direct sourcing capability in FY17,
improving the cost, quality and speed
to market of our goods. In FY18 we
have accelerated the transition to
a direct sourcing model through our
transformation programme, in line
with our strategy of fixing the retail
fundamentals.
Direct sourcing involves managing
and controlling the design and
production of goods in-house, rather
than relying on agents to facilitate the
process. It allows us to have much closer
relationships with our factory suppliers,
Designed by
New Zealanders,
for New Zealanders:
The Warehouse Group
has invested in design
capability over the past 18
months as part of our move
to a direct sourcing model.
The majority of our private-
label products are designed
by New Zealand designers
at our office in Northcote,
Auckland.
Sourcing better products
at better prices
Intellectual Capital
Direct Sourcing - Case Study
42
The Warehouse Group Limited
Bangladesh are emerging as global
powerhouses in producing apparel
and soft home goods, establishing
‘factories of the future’. In February
2018 we opened a Sourcing Office in
New Delhi, India, employing a team
of 20 who work closely with our
accredited factories in India
and Bangladesh. To date, the India
Sourcing Office continues to exceed
expectations and we are forecasting
accelerated growth again in FY19.
We remain focused on developing
best-practice sourcing processes,
systems and competencies. Our
Computerised Business Exchange
(CBX) implementation is on track and all
orders are now raised using this tool.
To unlock the next level of value in
direct sourcing, in FY19 we will seek
to transition to Wholly Foreign Owned
Enterprise (WFOE) status in China,
so that we can locate related services
such as quality control, production
management, and pick and pack closer
to source.
Direct sourcing involves managing
the design and production of goods
in-house, rather than relying on
agents to facilitate the process.
43Annual Report 2018
The Warehouse Group’s team members
are our heart, and New Zealand is
our focus. We are working harder
on working smarter and making the
connection between our capability
and our customers stronger than
ever before.
Culture
To achieve our goal of delivering long-
term sustainable profitability in an
increasingly competitive context, we
are transforming our culture. Reaching
our full potential means focusing on
both culture and performance.
A key part of that is respecting
our heritage. We’re already a people-
centred, Kiwi-proud and socially-
responsible organisation. We are now
developing a performance culture,
centred on delivering to and exceeding
our customers’ expectations. This
means providing clarity of focus to our
team, and defining what good looks
like to drive elevated performance right
across the organisation, from customer
interactions in store through to our
Store Support Office's activities.
We could be better at aligning
performance objectives with our Group
strategy, supporting individual career
purpose and goals, and aided by
learning and development. This is a key
focus area for our culture change as we
push to become a more performance-
oriented business, while not losing the
heritage values that connect us with
our customers. We want to constantly
improve productivity, continually grow
individual and company capability, and
enable greater visibility and recognition
for high performance. Our people
We’re on for
our customers.
Human Capital
Our people
44The Warehouse Group Limited
The Warehouse
Group employs
12,000 people in
New Zealand.
45Annual Report 2018
One of the complexities of Group
matrix management is taking the strong
values from each brand and making
them relevant and resonant across the
business. The next step in the evolution
of our culture was to engage our
people in over 70 workshops to capture
and define the purpose that unites us.
These workshops helped to create
our new Group vision, purpose and
values, which were launched to our
team in July 2018.
People and capability
Finding people with the right skills is a
key challenge. While we have been able
to attract world-class talent to bring
in new ideas of global best practice at
senior management level, we struggle
to find the required omnichannel retail
experience across many departments,
particularly in buying and sourcing,
and supply and logistics.
This challenge is not unique to us or
the sector, and reflects New Zealand
as a small market and the relatively
recent exponential developments
in retail disruption. It is also a result
of our specific operating model, with
functions such as direct sourcing.
As well as continuing to look for
specialist talent offshore when we can’t
find it in New Zealand, we are focused
on building our bench through learning
and development too. Retraining
and developing our existing people
makes sense, from both a cost and
intellectual property perspective, as
supported by our People strategy.
In stores, we have a very good
level of operational excellence,
and our focus now is to look at
Human Capital
Our people
The Warehouse Group prides itself on
taking a stand on social issues that affect
the health and wellbeing of our team
members and New Zealanders at large.
Diversity Targets
White Ribbon Accreditation by 2017Complete
Inclusion Network in place by 2018On track
All managers to have completed Bias training by 2018Complete
Rainbow Tick Accreditation by 2019On track
Pay Equity across the Group by 2020In progress
Promotion Equity across the Group by 2020In progress
46The Warehouse Group Limited
how we can develop and recruit for
strategic agility and enterprise. This
also requires us to introduce more
flexibility within our frameworks
and decision-making processes.
Workplace relations
The industrial climate in New Zealand
has shifted recently, and rising labour
costs are a challenge for the Group,
which employs 12,000 people, and for
the retail sector at large. The expanding
labour supply has dampened wage
inflation and there is an expectation
that wages will catch up, as people
meet higher costs of living.
The Warehouse has typically paid
above the minimum wage through
the Career Retailer Wage programme,
which rewards team members who have
completed their training and more than
5,000 hours or five years’ service.
We see the overall cost of labour as
a headwind over the next few years,
and while the Group is currently unable
to simply absorb increased wage costs
within current productivity levels, we
will work to unlock further productivity
gains, and drive innovation around our
business processes.
Keeping our people
safe and well
We are committed to providing a safe
environment for our team, customers,
contractors and visitors, and our
appetite for risk is low. We take a
holistic approach to health, safety
and wellbeing, and people are
supported to be their best through
the promotion of healthy environments
and safe behaviours.
While the Group has made
progress on developing a positive
safety culture, FY18 has seen
a renewed rigour and focus on
health, safety and wellbeing.
The Board has established a
new Health, Safety and Wellbeing
Committee to ensure the best-possible
governance exists, and there is a
stronger focus on assurance through
auditing and reporting. The health,
safety and wellbeing function has also
been elevated within the organisation
to General Manager level, reporting
to the Chief People Officer. As part
of this, we are rebuilding our Health
Safety and Wellbeing framework to
create clear standards that hold us
accountable, and we are continuing to
improve the management of risks that
could cause serious injury or harm.
We have re-identified our critical
risk areas, and established critical risk
workstreams with assigned subject-
matter experts and operational leads to
create control methodology. This will
create more consistent practice across
the Group, keeping our team members,
contractors and customers safer.
Like most large employers in New
Zealand, The Warehouse Group self-
insures against health, safety and
wellbeing claims as part of the ACC
Partnership Programme. In FY18 the
Group retained its accreditation.
Wellbeing
The Warehouse Group prides itself on
taking a stand on social issues that
affect the health and wellbeing of our
team members and New Zealanders
at large. One of these is smoking,
which kills 5,000 New Zealanders
a year. The Warehouse has never
sold cigarettes or tobacco products
and we were pleased to adopt a
completely Smokefree environment
on 1 January 2018.
The Warehouse Group
team members at the
Store Support Office in
Northcote, Auckland
47Annual Report 2018
Mental health is a key issue, also
with around one in six New Zelanders
experiencing some form of mental
illness. In October 2017 we introduced
our ‘Suicide: Supporting those at risk’
policy, designed to ensure early support
is available to address significant mental
distress among team members. The
policy aims to minimise access barriers
to primary care, and educates managers
on how to support and respond to team
members who may be experiencing
mental distress.
The Group already offers free
counselling to team members and
their families, and the new policy
provides additional support by way
of a free GP visit, and the opportunity to
take leave to support family members or
colleagues experiencing mental distress.
In 2015 we launched our Domestic
Violence Policy to support team
members experiencing family violence.
We provided training to managers on
how to appropriately support staff,
and made resources and information
available on our intranet. In 2016 we
created a shielded icon on our external
website to allow women to access
help and support services in a way
that is untraceable.
We have focused on reducing the
impact of family violence in New Zealand
through our fundraising initiatives
in FY18, including raising $638,000
through The Warehouse Group Gala
Dinner for the Breakthrough programme.
Breakthrough is a partnership between
The Salvation Army and The Parenting
Place to help fathers with a history of
domestic violence become better dads.
We have shared our knowledge with
over 100 other businesses interested
in developing their own policies, and
readily welcome enquiries. In FY18 we
were acknowledged for our work in this
area by Women’s Refuge, and received
their Workplace Refuge endorsement
for businesses actively providing a
workplace refuge for staff experiencing
family violence. We were also the first
organisation in New Zealand to become
White Ribbon accredited in 2017.
Human Capital
Our people
We believe that diversity creates
a more productive, creative and
dynamic society and improves our
ability to see and connect with the
world around us.
48The Warehouse Group Limited
Connecting with our people
In May 2018 we launched a
new digital platform for internal
communication across the Group.
Using The Warehouse Group TWG
Tahi desktop and mobile apps, our
12,000 team members can now share,
collaborate and receive business
information whenever and wherever
it is needed. This is the first time
the Group has had a tool which is
available to every single one of our
team members at once.
Celebrating diversity
and inclusion
The Warehouse Group has always
believed in doing what is right and
helping Kiwis to reach their full
potential. We believe that diversity
creates a more productive, creative
and dynamic society and improves our
ability to see and connect with the
world around us. It’s the right thing to
do, and it also makes good business
sense to reflect the rich make-up of
our 12,000 team members and the
millions of Kiwis who shop with us
every week.
We’re dedicated to providing an
inclusive work environment to attract
and retain talented people. The
focus areas to progress our diversity
and inclusion agenda continue to
be: gender, ethnicity, age, disability
and our Lesbian, Gay, Bisexual,
Transgender and Intersex (LGBTI+)
community.
In August 2017 we introduced our
Gender Transition Policy to support
team members transitioning gender.
The policy provides an additional
ten days paid leave to any team
member transitioning gender, and was
developed in consultation with the
Rainbow Tick organisation. This policy
is an important statement about our
commitment to inclusivity.
FY18 also saw the Group participate
in the Auckland Pride Parade for the
first time. A total of 128 team members
registered to participate in the Parade,
along with Group CEO Nick Grayston
and members of the Executive Team,
to march in support of diversity, respect
and inclusion.
In FY19 we are looking forward
to receiving the Rainbow Tick,
which demonstrates that we are
an organisation that understands,
values and welcomes sexual and
gender diversity.
Above:
The Warehouse Group
participated in the Auckland
Pride Parade in February 2018.
49Annual Report 2018
40%
60%
Women
For the 2018 calendar year, we have
expanded our Noel Leeming Women
in Leadership pilot programme across
the wider group. Initially designed to
help improve the number of women
in management roles within the Noel
Leeming business, the programme
will see 14 high-potential women from
various roles across the Group graduate
from the programme in September.
Currently we have median gender
pay equity at a group level. However,
there are some areas within our business
where we have a slight difference.
We are working on a consistent
approach to gender pay equity
across the Group, with investment
planned in FY19. Our goal is to be
operating at best practice by FY20.
We are developing our diversity
initiatives across more segments of
our team in FY19. Each member of
the leadership team will undertake
responsibility for one area of diversity
and inclusion as executive sponsor.
In terms of governance, Diversity
is an important focus for our People
and Remuneration Committee. We
updated our Diversity Policy and
objectives in September 2017, and
the Committee has reassessed and
confirmed the policy and progress
against objectives in 2018.
BOARD MEMBERS
EXECUTIVE TEAM
FY17
ALL TEAM MEMBERS FY17
BOARD MEMBERS
EXECUTIVE TEAM
FY18
41%
59%
ALL TEAM MEMBERS FY18
FEMALE
MALE
Human Capital
Our people
FEMALE
MALE
50The Warehouse Group Limited
Learning to speak Te Reo Māori gave
team member Ata Marsh a “sense
of belonging” - and now it’s made
her famous.
The much-loved checkout operator
at The Warehouse store in Newmarket
has been charming customers for
years by chatting with them in Te Reo,
but she managed to reach a whole
new audience when she was featured
on Stuff, One News, and Maori
Television in early 2018.
The inspirational mother-of-four
told reporters that customers are
often “so happy” to hear her speak
Te Reo that some even join in. “Some
people haven’t heard it in a long time
and reminisce with me, tell me how it
takes them back.”
Case Study
Te Reo Māori
Charming
customers with
Te Reo at
The Warehouse
Case Study
For others, she hopes that she will
inspire them to learn the language.
Ata says, “I hope that every single
customer that I’ve spoken Te Reo
Māori to, I’ve planted a seed in
them and maybe they could go to
a wānanga and learn Te Reo Māori
and be as passionate as
I am about my language.”
For Ata, learning to speak Te Reo
Māori is still a work in progress after
she went on an immersive year-long
course. “For me personally, being an
older speaker, I don’t absorb quite as
quickly as our young tamariki do,
but kei te pai. I’m so passionate about
Te Reo Māori nothing can stand in
my way.”
That passion is evident to
everyone who meets her. In fact,
The Warehouse Chief Executive
Pejman Okhovat says he’s been
inundated by phone calls, letters
and emails about Ata since she
joined the team nearly five years ago.
“Customers have reached out and
shared their wonderful experiences
with Ata - her great attitude and what
a positive role model she is for the
community. We’re extremely proud
to have her on the team.”
51Annual Report 2018
We believe that working together
as partners for the benefit of New
Zealand is the key to building
successful relationships. Through
our business operations and
activities, we regularly engage with
stakeholders including our customers,
our employees, our suppliers, our
communities, government and industry
bodies, and our charity partners.
Our communities
Social responsibility is in our DNA as a
company. The Warehouse Group has a
long history of supporting New Zealand
communities, built on the philosophy
of our founder, Sir Stephen Tindall.
Since 1982, we’ve facilitated donations
of more than $63m to charities and
community groups across the country.
In FY18, we raised $5.3m.
As customers increasingly expect
organisations to behave in a socially
responsible and ethical way, we’re
focusing on extending our corporate
citizenship activities. We don’t do this
to seek recognition, but because we
believe it’s a fundamental part of our
purpose, and we are encouraged by
the results we achieve by working
with our community partners.
We value our relationships with
our charity partners and we work
together to design programmes that
will have an impact on New Zealand’s
most pressing issues. In future,
we will align our partnerships and
programmes of work with our key
areas of focus in accordance with
the Sustainable Development
Goals for New Zealand.
Government
We have links to government through
our Board of Directors and Executive
Team, and contribute our point of view
on issues that matter to us, our team
members and our customers. We tend
to work through Retail NZ (formerly The
Retail Association of New Zealand) on
matters of government policy. However,
we are considering how we might use
our voice more on matters of particular
significance to the Group; for example:
our work to reduce family violence in
New Zealand with a range of partners,
and our recent contribution to the
Human Rights Commission’s submission
to the Select Committee considering
the Victim’s Protection Act 2018.
Sector engagement
In 2017 we officially launched The
Warehouse Red Shirts in Community
programme, an innovative public-private
partnership with the Ministry of Social
Development (MSD) to provide work
experience opportunities for young
people aged 16 to 24 not in employment,
education or training. Participants spend
three weeks working in a The Warehouse
store and receive training in retail
customer service, communication skills,
stock management and basic health and
safety. Where possible, participants can
earn NCEA credits towards a National
Certificate in Retail (Level Two).
The scheme was rolled out to 1,154
young New Zealanders after pilot
programmes in Whanganui, Kaitaia and
Wellington saw 70% of the participants
in some form of paid work within three
months of completing the programme.
We are now working closely with MSD
to develop an adapted model that can
be used by other large New Zealand
organisations interested in work
readiness programmes.
Our relationships
Stakeholder Capital
Our Relationships
The whole is
greater than the
sum of its parts.
52The Warehouse Group Limited
In partnership with the Department
of Corrections, our Distribution Centres
have been involved with Corrections’
release-to-work programme for
offenders since 2008. The programme
allows minimum-security prisoners,
who are assessed as suitable, to engage
in paid employment. They are paid
market-related wages. To date, we have
assisted a total of 185 people to gain
work experience through this initiative.
In 2017, we partnered with the
Government’s Low Emissions
Contestable Fund to install 24 electric
vehicle charging stations at The
Warehouse stores around New Zealand.
Noel Leeming has a commercial
relationship with the Government
also, being the only major retailer
participating in an all-of-government
procurement contract to provide IT
hardware to government agencies and
departments. In addition Noel Leeming
has a syndicated contract with the New
Zealand Defence Force to supply goods
and services, and other government
agencies can take part in this contract,
with around 20 participating at present.
The Group has a commercial
partnership with The Manaiakalani
Education Trust, which guarantees
digital equity and access for students
from low-decile schools, retooling
these schools to make education
engaging, empowering and success-
making. As well as supplying
technology and equipment, we also
provide give-back benefits and the
opportunity to pilot digital innovations
for participating schools.
The Warehouse operates ‘Red
Shirts in Schools’, a high-school-based
work experience programme, part of
the Tertiary Education Commission’s
Gateway Programme. Gateway funding
enables secondary schools to give
senior students access to structured
workplace learning, integrated with
school-based learning.
In 2018 the Group hosted 12
students to spend a day with business
leaders as part of the Auckland
University of Technology (AUT) Shadow
a Leader programme, and provided five
scholarships to students completing
the Bachelor of Retail and Business
Management at Massey University.
The Group also hosts AUT and Massey
University co-op students as interns
each year.
Our contribution to
New Zealand’s regions
We employ around 5,000 people
in the regions outside of Auckland,
Wellington and Christchurch, which is
around 40% of our workforce. In more
than 20 New Zealand regional centres,
The Warehouse is the only general
merchandise retailer in town, providing
New Zealanders with everyday
necessities they otherwise would
not have easy access to.
Suppliers and partners
Our suppliers are strategic partners
in delivering quality products
that provide good value for
New Zealanders.
We take an open and honest
approach to communicating with
suppliers. For example, in June 2017
we held a suppliers’ conference to
talk through the change from Hi-Lo
discount-based pricing to EDLP in
The Warehouse, and we’re grateful
to our suppliers for their support
as we continue to bed that change
in. Similarly, we met with Torpedo7
suppliers to update them on our
plans and appreciate their support
and positive feedback as we expand
the Torpedo7 store network across
New Zealand.
In areas such as consumer
electronics, where product innovation
is rapid, our relationships with global
brands such as Sony, Samsung
and Apple enable us to ensure our
customers can access (sometimes
scarce quantities of) the best
products as they become available
internationally.
Our move to a direct sourcing
model for our private labels has meant
we have been able to facilitate much
closer relationships with the factories
that produce our goods for mutual
benefit. For example, with some
suppliers we can book production lines
in advance, which gives us certainty
and pricing advantages.
Closer relationships with factories
and understanding their timelines
and capacity helps us to also ensure
that our ethical sourcing practices are
adhered to. We currently have 99%
visibility of our Tier 1 factories and
their conditions and standards.
53Annual Report 2018
CAUSE BRAND
AMOUNT
RAISED
BENEFIT TO
NEW ZEALAND
STRATEGIC
PRIORITY AREA
Breakthrough
Programme
The Warehouse
Group
$638,000
A programme of mentoring and support
for fathers with a history of violence
Family violence
Building stronger families
OUTLine
The Warehouse
Group
$5,000
Sponsorship
20,000 pamphlets produced to promote
counselling for the LGBTI+ community
Diversity and inclusion
PHAB –
Supporting youth
with disabilities
The Warehouse
Group SSO
Charity Partner
$17,461
Helped upgrade PHAB’s Takapuna facility
by providing much-needed homewares,
games and technology, and donated
several Mac Books to the teenagers of
PHAB
Education
Building stronger communities
Distribution Centre
fundraising –
various charities
The Warehouse
Group – Distribution
Centre fundraising
$13,136
Fundraising supporting Duffy Books, Blind
Foundation, NZ Breast Cancer Foundation,
Cancer Society of NZ, and The Salvation
Army
Local communities
Bob Tindall
Golf Day
The Warehouse
Group
$54,033
Youthline will be able to train an additional
200 volunteers in 2018/19 to respond to
increased need
Mental health
Supporting youth
Payroll Giving
The Warehouse
Group
$114,169
Employees engaged in charitable
giving to support their community
Local communities
Plunket The Warehouse$343,576
1,100 new baby essential packs
distributed to struggling families
Building stronger families
Zoofari The Warehouse$305,961
9,000 kids from low-decile schools
received free educational zoo visits
Environmental education
Youth
Water Safety
New Zealand
The Warehouse
$450,000
Sponsorship
51,557 kids received free
water safety education lessons
Education
Safety
Youthline The Warehouse$314,268
84,470 young people supported to get
the help they need during a crisis, relating
specifically to self-harm, suicide, anxiety
and depression
Mental health
Supporting youth
Variety – the
children’s charity
The Warehouse$332,745
290 financially disadvantaged kiwi kids
supported through Variety’s sponsorship
programme and/or provided essentials
Supporting youth
The Parenting
Place
The Warehouse$301,229
4,144 parents have attended
a Toolbox Parenting course
Building stronger families
Life
Education
The Warehouse$340,698
4,200 children from low-socioeconomic
areas, who would have otherwise missed out,
attended the Life Education programme
Supporting youth education
Women’s
Refuge
The Warehouse$462,914
Over 4,100 children across New Zealand
were supported through the 'Kids in the
Middle' programme, to help rebuild a life
free from violence
Domestic violence
Building stronger families
Women’s Refuge –
Twice the Joy
Christmas Appeal
The Warehouse
$65,500
raised
Over 9,000 Christmas gifts given to
kids throughout New Zealand across 31
Women’s Refuges. (realising over $163,750
product value)
Domestic violence
Building stronger families
Fundraising FY18: Accountability Report
Stakeholder Capital
Accountability report
54
The Warehouse Group Limited
CAUSE BRAND
AMOUNT
RAISED
BENEFIT TO
NEW ZEALAND
STRATEGIC
PRIORITY AREA
Bags for Good –
local community
charities
The Warehouse$349,728
552 local charity groups supported with
proceeds from the sale of checkout bags
and coin box donations
Local communities
Small Product
Donations
The Warehouse$260,640
Funds collected through plastic bags
within each of the 93 The Warehouse
stores used for small product donations
to local community groups
Local communities
BBQ Fundraising The Warehouse$274,964
Store BBQs used to support and assist
local community groups to fundraise
for community activities
Local communities
The Salvation Army –
Aspire programme
Warehouse
Stationery
$66,004
225 at-risk young Kiwis taken through a
year-long youth development programme
Supporting youth education
The Salvation Army –
Back to School
Warehouse
Stationery
$63,875
4,000 children supported with
Back-to-School supplies
Supporting youth education
CanTeen
Warehouse
Stationery
$127,758
43 CanGrow grants awarded, allowing
270 youth cancer patients to receive
one-on-one educational programmes
Supporting youth education
Duffy Books
Warehouse
Stationery
$26,520
1,500 students across 11 schools received
5 books; 7,700 books distributed in total
Supporting youth education
Child Cancer
Foundation
of New Zealand
Warehouse
Stationery
$72,374
Over 150 families of kiwi kids newly
diagnosed with cancer, supported
with a wellbeing pack
Supporting youth education
Health and wellbeing
Scouts
New Zealand
Warehouse
Stationery
$39,511
Over 250 disadvantaged Kiwi kids
received an adventure experience
Supporting youth education
The Key to Life
Charitable Trust
Warehouse
Stationery
$19,439
20,000 students will hear the message
of positive attitudinal change throughout
New Zealand, in part due to the generous
support of Warehouse Stationery
customers
Mental health
Supporting youth
New Zealand Fallen
Heroes Trust
The Warehouse$32,520
Benefiting the families of fallen and injured
soldiers with grants to help with Back-to-
school costs
Building stronger families
New Zealand
Schools
Noel Leeming -
Friends and Family
rebates
$65,800
Funds raised benefiting 413 recipients
across New Zealand
Supporting youth education
Hillary
Outdoors
Torpedo7$20,825
2,500 kids were given the gift of outdoor
adventure through the Get2Go and Hillary
Challenge national events
Supporting youth education
Ronald McDonald
House Charities
1-day$50,000
$20,000 in funds, $30,000 in product
donations to support Ronald McDonald
House
Health and wellbeing
All other
fundraising*
The Warehouse
Group
$26,740
Funds donated to 30 smaller
charity groups.
Local communities
TOTAL $5,255,388
*All other fundraising (funds donated to 30 charities, including: Bluelight, Christchurch Hospital, Red Cross, Skylight, The Hearing House, World Vision).
55Annual Report 2018
v
Left: Sewing operator
Shirin Akter of
apparel manufacturer
Yunusco Group in
Bangladesh.
New Zealanders want to know that
the overseas workers who make their
products are not mistreated. As an
organisation that contracts for the
manufacture of products offshore,
The Warehouse Group has a
responsibility to ensure that workers in
our suppliers’ factories are paid fairly
and have humane working conditions.
All suppliers must abide by our
comprehensive ethical sourcing
programme, which focuses on
protecting the workers who make our
own-brand products. Our programme
contains the three elements of policy,
due diligence, and remediation or
corrective action described in the
United Nations Guiding Principles
on Business and Human Rights.
Local laws and customs, sub-
contracting practices and limited
visibility of the entire value chain
in regard to raw materials mean
that challenges exist. With around
500,000 people associated with the
manufacture of our products each
year, our responsibility is significant.
We have been actively assessing
and monitoring working conditions
Ethical sourcing
in these supply chains since 2004.
More recently this has also included
suppliers associated with the
Warehouse Stationery and Torpedo7
brands and our larger non-trade
procurement programmes.
We’ve made good progress, but we
still have work to do. Our achievements
to date include the fact that we have
visibility of 99% of our private-label
merchandise factories supplying
The Warehouse. Every new factory
wanting to join our supply chain must
be independently assessed to ensure
they meet our standards. Our standards
are stringent – in 2017, we declined 39%
of new factory applications.
Our work does not stop short at
assessments – our own Ethical Sourcing
specialists work actively with factories
to support their ongoing improvement.
In addition to face-to-face consultation,
we distribute a free library of e-Learning
lessons addressing various labour
management challenges factories
may face.
We work with our suppliers to
address unique needs in each
developing country. For example,
Stakeholder Capital
Ethical Sourcing - case Study
Case Study
56The Warehouse Group Limited
v
through our membership of the Alliance
for Worker Safety in Bangladesh,
we have been part of a complete
transformation in health and safety
within members’ garment factories.
In Malaysia, where manufacturers
have a high dependency on foreign
migrants, we have been enrolling
our vendors in a multi-stakeholder
programme facilitated by the
Responsible Business Alliance.
This programme brings together
recruitment agents, factory managers,
and foreign migrants to alleviate
forced labour risks for all participants.
We are introducing further initiatives
in FY19 to progress improvements
in working conditions for the people
within our supply chain. We will sponsor
new workplace health and financial
literacy initiatives for women in India
and Bangladesh through HerProject.
We will also join the international drive
to improve the sustainability of cotton
production by becoming a participant
in the Better Cotton Initiative.
In FY18 we continued our tradition
of public transparency with our most
comprehensive report to date:
The Warehouse Ethical
Sourcing Report, which contains
more information about our
accomplishments and challenges
and a detailed description of how our
programme works. We also launched
'Wear Your Ethics', a consumer-
facing website for The Warehouse.
These resources were reviewed and
informed by dialogue with NGOs and
external consultants.
Environmental
protection
measures
are sound
Wages meet or
exceed legal
entitlements
Working hours
are not excessive
Working
conditions are
safe and hygienic
There is no
unauthorised
subcontracting
or processing
Employment is
freely chosen
There is no
unethical or
illegal conduct
OUR COMMITMENT TO
ETHICAL SOURCING. WE
STRIVE TO ENSURE THAT:
There is no
child labour
57Annual Report 2018
Stakeholder Capital
Breakthrough - Case Study
Changing lives
with Breakthrough
58The Warehouse Group Limited
Family violence is an important issue
in New Zealand, with one in seven
children stating they have been
harmed by a parent, and an act of
family violence being reported every
five-and-a-half minutes. In 2017
The Warehouse Group extended our
work to address family violence in
New Zealand by funding the ground-
breaking Breakthrough programme.
A partnership between
The Salvation Army and The
Parenting Place, Breakthrough is
a comprehensive programme to
support fathers with a history of
violence to build healthy, safe
family relationships.
Thanks to the generosity of
suppliers, partners and team
members, The Warehouse Group
Gala Dinner in 2017 raised $638,000
to support the programme. The
Warehouse Group Gala Dinner raises
money for community partners that
take an innovative approach to a
challenge facing the community.
Jono Bell, National Practice
Manager Social Services at
The Salvation Army, says the
Breakthrough programme addresses
a critical service gap – supporting
dads to change.
“While there are some existing
programmes to help fathers
address their violence, this is the
first comprehensive initiative in
New Zealand designed to strengthen
the relationships between at-risk
dads and their kids.”
Breakthrough involves three
components: ‘Building Awesome
Matua’ – a parenting course for
fathers; an intensive, personalised
male mentoring programme; and a
transformational three-day father-
child adventure experience.
Breakthrough will be delivered
in Kaitaia, Whangarei, West and
South Auckland, Gisborne, Taranaki
and Dunedin.
Jono says that The Warehouse
Group has been a leader in
addressing family violence, supporting
White Ribbon and Women’s Refuge,
and establishing a family violence
policy to support team members.
“Now, establishing Breakthrough
means that the Group is tackling the
issue from several different angles,
and collaborating to provide a
real solution.”
It costs about $1,000 for a
participant to complete the
Breakthrough programme, and
The Warehouse Group Gala Dinner
has raised sufficient funds for 638
families impacted by domestic
violence to benefit.
Above:
Laurie Beamish (Ngāi Tai ki Tāmaki),
David Benattar, The Warehouse Group,
Major Pam Waugh, The Salvation Army,
Greg Fleming, The Parenting Place,
Shari French, The Warehouse Group,
Hannah Chapman, The Parenting
Place, Jono Bell, The Salvation Army,
Camille Astbury, The Salvation Army,
Tim Hamilton, The Salvation Army, at
Umupuia Marae.
59Annual Report 2018
Visiting the zoo is a memorable part of
childhood for many Kiwi kids, but for
some families facing hardship, it can
be something a child may never get
to experience, says Auckland Zoo
director Kevin Buley.
Auckland Zoo is one of the
New Zealand zoos that teams up
with The Warehouse to deliver
‘Zoofari’, a programme providing
free conservation-based educational
experiences to children from low-
decile-schools.
A total of 12,000 children will
benefit from the programme this year,
after The Warehouse raised $305,961
from a successful in-store fundraising
campaign supporting Zoofari.
Kevin says that “we can sometimes
feel overwhelmed and think that, as
individuals, we can’t really make a
positive difference. But we need to
remember there are millions of us,
and every little positive action we
each take counts – there is enormous
power in our collective efforts, and
The Warehouse Zoofari programme
is testament to this.”
“The children who participate in
Zoofari are Aotearoa’s future wildlife
conservationists, vets, zookeepers,
teachers and wildlife documentary
makers – and The Warehouse Zoofari
programme is what may help spark
that passion and begin that journey,”
says Kevin.
“Over the five years Zoofari has
been at Auckland Zoo, we have
seen what a positive experience it
can be for everyone involved. Our
wonderful zoo educators see both
children and adults being inspired
from the moment they arrive and
long after they have left. They learn
about the way we care for our animals
at the Zoo, the way we help wildlife
in the wild and, importantly, what
each of us can do to help make the
world a better place. It is because of
initiatives like The Warehouse Zoofari
that we can all feel more optimistic
about the planet that our children
and grandchildren will inherit.”
The Warehouse Zoofari experience
is certified by the Ministry of
Education and the visit is facilitated
by zoo educators in partnership with
teachers to ensure integration into
the school curriculum.
The magic
of zoo learning
Opposite:
Kids from Finlayson Park
School in Manurewa enjoy
getting up close and personal
with animals at a Zoofari visit
at Auckland Zoo.
Stakeholder Capital
Zoofari - Case Study
60
The Warehouse Group Limited
KEVIN BULEY,
Auckland Zoo director
'The children that participate in Zoofari are
Aotearoa’s future wildlife conservationists,
vets, zookeepers, teachers and wildlife
documentary makers – and The Warehouse
Zoofari programme is what may help spark
that passion and begin that journey'
61Annual Report 2018
Our environment
Environmental Capital
Our environment
62The Warehouse Group Limited
The Warehouse Group is committed to
operating in a sustainable manner and
helping Kiwis to live their lives in the
same way. The current environmental
crises are a pressing global challenge,
and we want to play our part for New
Zealand, and the world.
Addressing our carbon footprint is at
the centre of our decision-making. We
are embedding emission management
into all our business practices, including
calculating emissions’ impacts as part
of business cases, and factoring this
into our negotiation and selection of
suppliers.
Tracking our carbon emissions
The Warehouse has been tracking and
reporting on its carbon emissions since
2009, and the entire Group of brands–
Warehouse Stationery, Noel Leeming
and Torpedo7–from 2015. The Group
has a target of a reduction of 32%
on 2015 emissions by 2030. This
target reflects the 2015 international
agreement to keep global warming
under 2.0%.
Group emissions increased by 3.4%
to 40,852 tonnes of carbon dioxide
equivalent (CO
2
e) in FY18, due to
increases in electricity usage, domestic
shipping (especially fulfilment of online
orders), landfill, fleet fuel usage and
refrigerant leaks from HVAC units.
In FY18, the Group retained our
New Zealand CEMARS
®
(Certified
Treading lightly
63Annual Report 2018
Emissions Measurement and
Reduction Scheme) certification for
our emissions measurement and
reduction programmes. To receive
this certification, our emissions
and emissions reduction plan were
independently reviewed and audited.
The Group is one of 13 New
Zealand-listed companies (out of
over 50 invited to participate) to fully
disclose their carbon performance and
management plans to CDP (formerly the
Carbon Disclosure Project). CDP is an
international not-for-profit organisation
providing a platform for companies to
measure, disclose, manage and share
environmental information with investors
to improve market transparency.
We were ranked second equal of
participating New Zealand companies
by the CDP for our carbon disclosure.
We were also the highest-ranked
company in our category for Australasia.
Energy efficiency
Part of our move to reduce emissions is
a transition to LED lighting in stores. In
Environmental Capital
Our environment
FY18 we increased the number of stores
with LED lighting by four, bringing
the total to 14. We’ve also continued
an LED replacement programme in
our Distribution Centres. We already
promote natural light where possible.
Efficiencies in logistics
In FY19, we will be continuing to
improve international shipping
container utilisation, ensuring capacity
is maximised. Where possible, we are
working with our shipping partners to
transport our products on bigger vessels,
which are more modern and efficient.
We are continuing to investigate
electric delivery vehicles and we are
watching developments in electric
commercial vehicles closely, awaiting
vehicles for with suitable range and size.
We utilise rail for store deliveries
where possible within New Zealand,
as rail is more efficient than road,
particularly over longer distances.
We have also introduced trucks with
mezzanine floors in FY18, to increase
cubic capacity and allow the double
stacking of goods, and are working
with our logistics partners to support
their efforts to drive better emissions
performances in road transport.
Climate Leaders Coalition
In 2017, a group of CEOs, including
The Warehouse Group CEO Nick Grayston,
agreed that there was a clear need for
collective action on climate change. They
drafted the Climate Change Statement
and in July 2018, it was signed by 60 New
Zealand businesses. By signing, the Group
has committed to measuring and reporting
our greenhouse gas emissions and working
with suppliers to reduce emissions, with
the aim of helping to keep global warming
within 20C as specified in the Paris
Agreement. The Coalition also supports
the introduction of a Climate Change
Commission and the establishment
of carbon budgets, enshrined in law.
Together, the 60 businesses represent
almost 50% of New Zealand’s emissions.
More information on the Climate
Leaders Coalition can be found at
www.climateleaderscoalition.org.nz
International shipping
Electricity
Domestic shipping
Employee air travel
Waste
Company-owned vehicles
Refridgerant losses from
air conditioning systems
Employee private mileage claims
Total
14,081
11,920
6,687
2,891
2,150
2,525
438
160
40,852
14,231
11,522
6,087
2,954
2,062
2,271
209
178
39,514
-1%
3%
10%
-2%
4%
11%
110%
-10%
3.4%
ACTIVITY FY18FY17CHANGE IN EMISSIONS
The Warehouse Group: Inventory of carbon emissions
(tonnes of carbon dioxide equivalent) in FY18 vs FY17
64The Warehouse Group Limited
The Warehouse
Invercargill
leads the EV
charge
The Warehouse Invercargill was one
of the first stores in New Zealand to
have an Electric vehicle (EV) charger
installed.
Checkout operator Suzanne Miller
(above) drives a Nissan Leaf EV, and
she’s delighted to have an EV charging
station at the store.
“If I need a quick charge, I can pop
in and top up,” she says. “It’s great to
know that many of the towns I go to
with a The Warehouse Store will have
a charger.”
Ms Miller says she likes that her
electric car is much cheaper to run
than petrol-based one, and easier and
cheaper to maintain with fewer moving
parts and no oil changes or cam belt.
“It’s as fast as petrol cars and the
running costs are cheap,” she says. “And
of course it’s good for the environment.”
Above:
Suzanne Miller charging
her EV outside the
Invercargill store.
Environmental Capital
Our environment - Case Study EV
65
Annual Report 2018
Powering up EVs
In late 2017 we began rolling out
public EV stations at 24 The Warehouse
stores across New Zealand, where
EV owners can plug in and charge
their vehicles while they shop.
We’re proud that we could use the
scale and convenience of our store
network to support the development
of an EV infrastructure in New Zealand.
The chargers have had an enthusiastic
response from customers and team
members, and to date, we have supplied
around 30,000km of travel to EV
owners, saving close to 7,500kg of CO
2
.
The charger network was jointly
funded by The Warehouse Group
and the Government’s Low Emission
Vehicles Contestable Fund.
The Warehouse has EV charging
stations in Bell Block, Blenheim,
Cambridge, Dunedin, Gisborne,
Gore, Hastings, Hawera, Invercargill,
Masterton, Motueka, Napier, Oamaru,
Petone, Rangiora, Rolleston, Royal
Oak, Snells Beach, Taupō, Tauranga,
Te Awamutu, Te Kuiti, and Timaru,
Whangarei. We also have a further two
EV charging stations at our Auckland
Store Support Office in Northcote,
with four more to be installed.
As a group, we are also committed
to having 30% of our road vehicle
fleet electric by the end of 2019.
Moving to reusable bags
In May 2018, The Warehouse Group
announced that we would introduce
compostable bags at checkouts as a
more environmentally-friendly option
and in response to customer feedback.
In August, we confirmed that we would
bypass this transitionary step, and
start becoming plastic bag-free at
checkouts from mid-2019. The move for
The Warehouse, Warehouse Stationery,
Noel Leeming and Torpedo7 stores
aligned with the government’s plans
to impose a ban on single-use plastic
checkout bags.
In 2009, The Warehouse was the
first in New Zealand to introduce a
charge for single-use plastic checkout
bags, giving the net proceeds back
to the local community. Since then,
The Warehouse has reduced the
number of plastic checkout bags
substantially, and donated close
to $4.5m to support grass-roots
community organisations including
kids’ sports teams, food banks, disability
support services and many others.
The Warehouse Group will
continue to support the community
through the sale of reusable bags
at The Warehouse stores.
Waste and recycling
Waste increased 6.1% to 3,531
tonnes in FY18. Driving this increase
were store development works and
changes in what can be readily
recycled, forcing us to landfill more.
We are part of a soft plastics
recycling scheme, where we have
recycling bins at 47 The Warehouse
stores across New Zealand. To July
2018, we have collected over 72
tonnes of material, which translates
into 36 million pieces of plastic.
Since 2009, The Warehouse has reduced the number
of plastic checkout bags substantially and donated
close to $4.5m to support charities and community
groups from the sale of plastic bags.
Environmental Capital
Our environment
We recycle polystyrene in our Noel
Leeming Auckland stores. We have on-
site polystyrene recycling equipment
that compacts polystyrene by 90%; it
is then transported internationally and
made into art frames. Since February,
we have compacted over 7,500 cubic
metres of polystyrene, or enough to fill
three Olympic-sized swimming pools.
Customers can recycle their old
mobile phones at The Warehouse
and their old toner cartridges at
Warehouse Stationery.
Environmentally
sustainable sourcing
We want to give our customers peace
of mind that the products they buy
are sourced in environmentally-
sustainable ways. In FY15 we
introduced a Wood Product Sourcing
policy to ensure that wood products
were not linked to deforestation.
In FY16, we committed to stocking
products containing palm oil from
a certified sustainable source, and
in FY17 we banned micro plastics.
Plastic and packaging
We are currently working on reducing
single-use plastics and plastic in our
packaging, while balancing the need
to protect products from damage
during shipping. Where possible we
use recycled materials or recyclable
materials. FY19 will see the introduction
of a packaging team, tasked with
improving the sustainability and
efficiency of our home-brand
product packaging.
66The Warehouse Group Limited
The Great Community Clean Up is
a partnership between The Warehouse
and Neighbourly to encourage New
Zealanders to keep our country clean
and green by hosting clean-up events
in their neighbourhood, taking place
in April each year. It’s about getting
together with friends, colleagues
and neighbours to foster community
spirit and take responsibility for
our environment.
People who registered were sent a
Clean Up pack, which included gloves,
rubbish bags, sanitiser, welcome
instructions and a $10 The Warehouse
gift card. This year, 60 public teams
registered via Neighbourly.co.nz.
Over a 1,000 The Warehouse team
members from 77 stores across New
Zealand got involved in cleaning
up their local beaches, parks and
roadsides, removing an estimated
100 large bags of rubbish and
recycling from the environment.
In Auckland, The Warehouse
Sylvia Park team were joined by
MP for Maungakiekie Denise Lee
and members of the public for
their clean up of the Mt Wellington
shopping complex.
Over 1,000 The Warehouse team members from 77 stores
across New Zealand got involved in cleaning up their local
beaches, parks and roadsides, removing an estimated 100
large bags of rubbish and recycling from the environment.
#CleanUpNZ
Environmental Capital
Our environment - Case Study Cleanup
67Annual Report 2018
Capital structure
The Warehouse Group’s balance sheet
is in good shape to provide sufficient
capital headroom to weather potential
downturns, and to fund investment in
the Company’s strategies. Our capital
structure remains stable, with a current
objective being to continue to reduce
debt over the next few years. The share
price has been under pressure due to
a lack of confidence in our execution
by the market, and from uncertainty
around the future of the retail sector
in general, in the face of increasing
competition.
Our transformation programme has
been designed specifically to improve
the Group’s ability to execute our
strategies successfully, and focuses
extensively on changing the way we
work as a business, how we make
and execute decisions, and follow
through to realise benefits. Those
new capabilities, combined with a
very granular transformation plan to
build our EBIT back to 7.0% will start
delivering improved financial results
over the next 18 months.
Asset base
The Warehouse Group’s asset base
has historically been centred around
property and inventory based working
capital. Over the past ten years, the
property component has reduced as
the Group has converted property
assets into earnings generating
business investments. Properties have
typically been subject to sale and long
term leaseback to secure favourable
retail locations, with development of
those properties moving from self-
funded to a development partnership
approach. The latest in this trend is
the Lunn Avenue site, which is bare
land, and has been sold during FY18
to G P Investments Limited. This is to
to be developed into a retail complex,
in which The Group has committed
to two new leases for The Warehouse,
Warehouse Stationery, and Noel
Leeming. Typically, capital gains on
those deals have been reinvested into
favourable rental rates.
The property portfolio is valued at
a historical cost of $79.2m, which is
approximately $60.0m less than what
we consider internally to be the fair
value of these properties.
Working capital primarily reflects
the funds tied up in inventory, and
is cyclical based on the seasonal
stock profile of the business. A major
focus of business activity and the
transformation programmes is to
continually improve the way we
manage our working capital, ranging
from inventory management practices
through to supplier trade payment
terms. Levels of working capital have
increased over time with the increased
scale of the Group; however, we expect
this to reduce in the future as the
impact of transformation initiatives
is realised.
Financial capital
Maintaining
financial discipline
to enable growth
68The Warehouse Group Limited
Working capital increased from
$226.5m in the previous year to
$236.6m in FY18 largely due to an
increase in inventory, and the cut-
off issues intrinsic in a balance date
that changes as a consequence of
our 4/5/4-week cycle. Our 12-month
moving average working capital
was $234.3m compared to $232.5m
in FY17.
The Diners Club (NZ) finance book
is classified as held for sale in our
financial statements as that is part of
a discontinued operation and we are
in the process of working with Diners
Club International regarding the
future of this business.
Debt position
Our debt structure is straightforward,
with core debt represented by our
five-year senior bond, supported by
flexible commercial lending facilities
that accommodate our seasonal stock
buying profiles.
Net debt decreased in FY18 from
$218.3m to $162.3m. The reduction in
net debt is primarily due to the sale of
the discontinued Financial Services
businesses which resulted in the
repayment of the Group’s securitised
debt facility.
Our current objective is to reduce
debt levels, noting that we maintain a
comparatively high dividend payout
ratio and are undergoing a material
transformation of the business.
This reflects our forecasts that the
transformation can be accomplished
within the existing capital investment
envelope of the business because
most changes are focused on improving
business processes, supported by
targeted technology investments.
We have identified significant
opportunities to improve working
capital and free up cash flow
from operations.
We run a reasonably conservative
risk management policy, and want
to be as well prepared as possible
to withstand external shock events
or a tightening of the credit cycle.
Our approach to ensuring availability
of credit is through maintaining a
syndicated debt portfolio, and to
continually retain sufficient headroom
within the Group’s current debt
facilities to provide immediately
available cover for unexpected
activities.
The Group’s target gearing is
between 20% and 40%. As at 29 July
2018 the Group's gearing ratio is 25.3%.
The Group’s debt ratios are comfortably
below the covenant levels required by
our debt providers.
The Group issued a 5-year senior
bond on the New Zealand Stock
Exchange (NZSE) in June 2015 with a
coupon rate of 5.3%. As at last quoted
closing price of $1.03 and a market yield
of 3.79%, the fair value of the bond as at
balance date is $129.2m.
Other assets
All of our business investments are fully
consolidated into the balance sheet.
Other assets are primarily intangible
assets, which include computer
software and goodwill arising from
acquisitions.
In FY18 the Group wrote off the
remaining goodwill in the Torpedo7
Group, reflecting that the cash flows
forecast from the business strategy,
which is now focused on achieving
scale through retail store expansion
rather than mainly an online model,
no longer support the carrying value
of the goodwill.
All goodwill amounts are subject to
annual impairment testing, and there is
a satisfactory level of headroom in the
carrying values of other goodwill items.
Capital investment
Our Group's capex increased from
$64.0m in FY17 to $72.0m in FY18. This
was driven by the investment required
to deliver group-wide transformation.
The capital requirements for the
516
2011201120122012201320132014201420152015201620162017201720182018
1018
1520
2022
2524
ORDINARY
DIVIDENDS
DECLARED
(CPS)
DIVIDENDS DECLARED FY11-FY18EARNINGS PER SHARE FY11-FY18
ADJUSTED
EARNINGS
PER SHARE
69Annual Report 2018
vv
transformation will in part be funded
through an uplift in operational
performance. We have prioritised
investment streams that deliver
structural change to our financial
performance and favour projects with
payback horizons of between 12 and
18 months. Our largest calls on capex
over the next few years are directed
towards investments in technology
and store improvements. We currently
estimate capex for FY19 to be between
$80m to $100m. We remain focused
on delivering a pathway to achieve
an EBIT of 7.0% over the course of our
transformation.
Impact of NZ IFRS 16
The new accounting standard relating
to leases, NZ IFRS 16, comes into
effect from FY20, and will require a
lessee to recognise a lease liability
reflecting future lease payments and
a ‘right-of-use asset’ for all material
lease contracts. On adoption, the new
standard will significantly gross-up
the value of assets and liabilities
presented on the Group’s balance
sheet and increase balance sheet
gearing. Based on our initial detailed
workings, we expect the impact when
the Group adopts the new reporting
standard (at the end of July 2019) to
be an $871m increase in lease liabilities.
This is a non-cash adjustment on the
balance sheet and will not affect our
lending covenants.
Another impact of the lease standard
will be the effect on our EBIT. Rental
expenses are effectively reclassified
into an amortisation component, and
an interest component to reflect the
implied financing rate in the lease. This
will result in an increase to EBIT, offset
by a corresponding increase in interest
expense. Our modelling at this time
shows a minor expected net impact on
the pre-tax expenses of around $2.6m.
Equity performance
In March 2017, we came out of the
NZX50 Index when the equity indices
were rebalanced based on the free
float market capitalisation. Institutional
holdings reduced slightly from 4.9% in
October 2016 to 3.3% in May 2017 and
the number of institutional investors
has reduced from 63 to 33. We hope to
rejoin the NZX50 Index as we deliver
the benefits from our transformation
and look to see the value created
translate into capital growth.
Institutional holdings
The majority of our share register
is owned by four investors who
collectively hold 79.0% of the shares
issued. This figure includes 27.0%
held by the Group’s founder, 21.3%
by a charitable foundation and 21.6%
Corporate. We have institutional
holdings at 3.3% and 18.0% of shares
held by retail investors. Our free float
of approximately 21.0% means our
stock experiences low liquidity and this
characteristic currently inhibits the
level of research coverage we attract.
Focus on investor relations
We look forward to being more
proactive in our dialogue with the
investment community. Our focus is
to stimulate commentary and increase
research coverage of our stock so our
stock liquidity improves. In November
2017 we hosted an investor strategy day
where we shared our transformation
plans for the first time. We will look
to have further engagement with the
investor community with a series of
roadshows in FY19 and present an
update on our transformation progress
and strategy.
Financial Capital
70
The Warehouse Group Limited
vv
Appliance Shed asset
and lease purchase
In August 2018 Noel Leeming purchased
the key assets of the Appliance
Shed. This sale has seen three former
Appliance Shed sites in Auckland
transitioned to Noel Leeming Clearance
Centres (Glenfield, Henderson and St
Lukes) and a fourth site becoming a
Torpedo7 store (Manukau).
Dividend policy
Our dividend policy remains unchanged
with a payout ratio between 75% and
85% of adjusted NPAT. In light of our
transformation programme, we will
revisit capital structure as appropriate
and review our dividend policy on
an annual basis to ensure it is aligned
with the long-term capital needs of
the business.
Hedging FX
We continue to hedge according to
our treasury policy and review our
positions as appropriate. The Group’s
biggest exposure is to currency
fluctuations which arise from inventory
supplied from overseas and priced in
US dollars. To ensure gross margins can
be achieved when the product selling
prices are set, the Group purchases
forward currency contracts which
provide certainty of exchange rates.
At balance date the Group held foreign
currency contracts which locked in
the exchange rate of approximately
65% of the Group’s expected overseas
purchases for the next 12 months. The
average US dollar exchange rate on
these contracts was $0.7153, which
compared to a spot rate of $0.6795.
Strategic
Retail
Institutional
79%
18%
3%
Sale of Financial Services
business
In September 2017 we completed the
sale of our Financial Services business–
except for Diners Club (NZ) – to Finance
Now, a subsidiary of SBS Bank. The sale
contributed to a decrease in debt with
securitised borrowings related to the
sold subsidiaries of $45.1m.
SHARE REGISTER (AT TIME
OF PUBLICATION)
71Annual Report 2018
The
Warehouse
Group
Financial
Statements
The Warehouse Group Limited72
Annual Report 201873
The financial statements have been presented in a style which attempts to make them less complex and more relevant to shareholders. The note disclosures
have been grouped into six sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial
risk management’ and ‘other disclosures’. Each section sets out the significant accounting policies in green text boxes applied in producing the relevant notes,
along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer understanding of what drives
financial performance of the Group.
The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is
Level 4, 4 Graham Street, PO Box 2219, Auckland.
These financial statements have been approved for issue by the Board of Directors on 20 September 2018.
FINANCIAL STATEMENTS PAGE
Consolidated income statement 74
Consolidated statement of comprehensive income 74
Consolidated balance sheet 75
Consolidated statement of cash flows 76
Reconciliation of opening cash flows 76
Consolidated statement of changes in equity 77
NOTES TO AND FORMING PART OF THE
FINANCIAL STATEMENT
BASIS OF PREPARATION
1.1 Reporting entity 78
1.2 Compliance statement 78
1.3 Basis of preparation 78
1.4 Reporting period 78
1.5 Critical accounting judgements,
estimates and assumptions 78
FINANCIAL PERFORMANCE
2.0 Segment information 79
2.1 Operating performance 79
2.2 Capital expenditure, depreciation and amortisation 79
2.3 Balance sheet information 79
3.0 Income and expenses 80
3.1 Other income 80
3.2 Lease and occupancy expense 80
3.3 Employee expense 80
3.4 Other operating expenses 80
3.5 Auditors’ fees 80
4.0 Taxation 81
4.1 Taxation - Income statement 81
4.2 Taxation - Balance sheet current taxation 81
4.3 Taxation - Balance sheet deferred taxation 81
5.0 Adjusted net profit 82
6.0 Earnings per share 82
7.0 Dividends 83
7.1 Dividends paid 83
7.2 Dividends policy reconciliation 83
7.3 Imputation credit account 83
OPERATING ASSETS AND LIABILITIES Page
8.0 Working capital 84
8.1 Inventory 84
8.2 Trade and other receivables 84
8.3 Trade and other payables 84
8.4 Provisions 85
9.0 Non-current assets 85
9.1 Property, plant and equipment 85
9.2 Intangible assets 86
FINANCING AND CAPITAL STRUCTURE
10.0 Borrowings 87
10.1 Net debt 87
10.2 Net interest expense 87
10.3 Bank facilities 87
11.0 Equity 88
11.1 Capital management 88
11.2 Contributed equity 88
11.3 Reserves 89
11.4 Minority interest 89
FINANCIAL RISK MANAGEMENT
12.1 Financial risk factors 90
12.2 Derivative financial instruments 90
12.3 Liquidity risk 91
12.4 Credit risk 91
12.5 Market risk 92
OTHER DISCLOSURES
13.0 Key management 93
14.0 Executive long term incentive plan 93
15.0 Discontinued operations- Financial Services Group 94
15.1 Financial Services Group results and cashflows 94
16.0 Business disposal 94
17.0 Held for sale 95
18.0 Commitments 95
19.0 Contingent liabilities 95
20.0 Related parties 96
21.0 New Accounting Standards which are
relevant to the Group but are not yet effective 96
Financial Statements
For the 52 week period ended 29 July 2018
CONTENTS
Joan Withers
Chairman
Keith Smith
Deputy Chairman
The Warehouse Group Limited74
Consolidated Income Statement
For the 52 week period ended 29 July 2018
The above consolidated income statement and statement of comprehensive income should be read in conjunction with the accompanying notes.
(52 WEEKS) (52 WEEKS)
NOTE
2018 2017
$000$000
Net profit for the period23,120 20,731
Items that may be reclassified subsequently to the income statement
Movement in derivative cash flow hedges35,346 9,484
Movement in de-designated derivative hedges606 606
Tax relating to movement in hedge reserve(10,067)(2,825)
Other comprehensive income25,885 7,265
Total comprehensive income49,005 27,996
Attributable to:
Shareholders of the parent48,763 27,694
Minority interest11.4 242 302
Total comprehensive income49,005 27,996
Attributable to:
Total comprehensive income from continuing operations53,391 78,279
Total comprehensive loss from discontinued operations(4,386)(50,283)
Total comprehensive income49,005 27,996
Total comprehensive income from continuing operations attributable to:
Shareholders of the parent53,149 77,977
Minority interest11.4 242 302
Total comprehensive income53,391 78,279
Consolidated Statement of Comprehensive Income
For the 52 week period ended 29 July 2018
(52 WEEKS) (52 WEEKS)
NOTE2018 2017
$000$000
Continuing operations
Retail sales2.1 2,994,571 2,980,771
Cost of retail goods sold8.1 (2,003,396)(2,008,859)
Gross profit991,175 971,912
Other income3.1 8,118 7,069
Lease and occupancy expense3.2 (159,587)(155,584)
Employee expense3.3 (524,673)(492,546)
Depreciation and amortisation expense2.2 (59,630)(58,376)
Other operating expenses3.4 (163,961)(164,638)
Operating profit from continuing operations2.1 91,442 107,837
Unusual items5.0 (34,135)(605)
Earnings before interest and tax from continuing operations57,307 107,232
Net interest expense10.2 (9,165)(12,527)
Profit before tax from continuing operations48,142 94,705
Income tax expense4.1 (20,636)(23,691)
Net profit for the period from continuing operations27,506 71,014
Discontinued operations
Loss from discontinued operations (net of tax)15.1 (4,386)(50,283)
Net profit for the period23,120 20,731
Attributable to:
Shareholders of the parent22,878 20,429
Minority interests11.4 242 302
23,120 20,731
Profit attributable to shareholders of the parent relates to:
Profit from continuing operations27,264 70,712
Loss from discontinued operations (4,386)(50,283)
22,878 20,429
Earnings per share attributable to shareholders of the parent
Basic earnings per share6.0 6.6 cents 5.9 cents
Diluted earnings per share6.0 6.6 cents 5.9 cents
Earnings per share attributable to shareholders of the parent from continuing operations
Basic earnings per share6.0 7.9 cents 20.5 cents
Diluted earnings per share6.0 7.9 cents 20.4 cents
Annual Report 201875
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
NOTE2018 2017
$000$000
ASSETS
Current assets
Cash and cash equivalents10.1 26,455 47,492
Trade and other receivables8.2 79,758 75,632
Inventories8.1 523,840 487,274
Derivative financial instruments12.2 19,030 -
Taxation receivable4.2 - 4,959
649,083 615,357
Assets held for sale17.07,560 77,142
Total current assets656,643 692,499
Non current assets
Property, plant and equipment9.1 238,592 252,175
Intangible assets9.2 115,331 127,726
Derivative financial instruments12.2 764 541
Deferred taxation4.3 38,418 40,911
Total non current assets393,105 421,353
Total assets2.3 1,049,748 1,113,852
LIABILITIES
Current liabilities
Borrowings10.1 43,840 49,593
Trade and other payables8.3 279,028 267,304
Derivative financial instruments12.2 - 17,299
Taxation payable4.2 6,388 -
Provisions8.4 67,422 49,769
396,678 383,965
Securitised borrowings associated with assets held for sale10.1 - 56,717
Other liabilities directly associated with assets held for sale17.03,886 5,443
Total current liabilities400,564 446,125
Non current liabilities
Borrowings10.1 144,954 159,453
Derivative financial instruments12.2 3,394 2,507
Provisions8.4 20,552 19,378
Total non current liabilities168,900 181,338
Total liabilities2.3 569,464 627,463
Net assets480,284 486,389
EQUITY
Contributed equity11.2 359,457 358,046
Reserves11.3 11,472 (13,036)
Retained earnings108,476 140,512
Total equity attributable to shareholders479,405485,522
Minority interest11.4 879 867
Total equity480,284486,389
Consolidated Balance Sheet
As at 29 July 2018
The Warehouse Group Limited76
Consolidated Statement of Cash Flows
For the 52 week period ended 29 July 2018
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
(52 WEEKS) (52 WEEKS)
NOTE2018 2017
$000$000
Net profit23,120 20,731
Non-cash items
Depreciation and amortisation expense2.2 59,630 60,191
Intangible asset impairment9.2 25,622 40,061
Share based payment expense3.3 353 1,283
Interest capitalisation467 524
Suppliers contributions(2,694)-
Movement in deferred tax4.3 (5,826)(555)
Movement in de-designated derivative hedges436 436
Total non-cash items77,988 101,940
Items classified as investing or financing activities
Loss/(Gain) on sale of property, plant and equipment397 (9,979)
Loss on business disposal and related costs1,421 946
Supplementary dividend tax credit4.2 327 378
Total investing and financing adjustments2,145 (8,655)
Changes in assets and liabilities
Trade and other receivables(3,715)4,248
Finance business receivables3,305 6,210
Inventories(36,566)9,895
Trade and other payables11,522 7,557
Provisions18,768 (6,811)
Income tax11,347 (7,027)
Total changes in assets and liabilities4,661 14,072
Net cash flows from operating activities107,914 128,088
(52 WEEKS) (52 WEEKS)
NOTE2018 2017
$000$000
Cash flows from operating activities
Cash received from customers3,003,199 2,995,015
Payments to suppliers and employees(2,875,770)(2,840,604)
Income tax paid(14,082)(27,454)
Interest paid(9,307)(16,008)
104,040 110,949
Loans repaid by finance business customers50,469 171,188
New loans to finance business customers(46,595)(154,049)
Net cash flows from operating activities107,914 128,088
Cash flows from investing activities
Proceeds from sale of property, plant and equipment and computer software12,227 79,714
Proceeds from business disposal16.017,291 -
Minority interest capital contribution- 750
Purchase of property, plant and equipment and computer software(70,229)(70,575)
Contingent and deferred acquisition consideration- (1,000)
Other items- (327)
Net cash flows from investing activities(40,711)8,562
Cash flows from financing activities
Repayment of bank borrowings(20,444)(79,821)
Repayment of securitised borrowings(11,555)(3,408)
Repayment of finance leases(456)(1,196)
Purchase of treasury stock11.2- (2,148)
Treasury stock dividends received 267 290
Dividends paid to parent shareholders(55,822)(52,404)
Dividends paid to minority shareholders(230)(352)
Net cash flows from financing activities(88,240)(139,039)
Net cash flow(21,037)(2,389)
Opening cash position47,492 49,881
Closing cash position10.126,455 47,492
Reconciliation of Operating Cash Flows
For the 52 week period ended 29 July 2018
Annual Report 201877
Consolidated Statement of Changes in Equity
For the 52 week period ended 29 July 2018
NOTE
SHARE
CAPITAL
TREASURY
SHARES
HEDGE
RESERVES
FOREIGN
CURRENCY
TRANSLATION
RESERVE
EMPLOYEE
SHARE
BENEFITS
RESERVE
RETAINED
EARNINGS
MINORITY
INTEREST
TOTAL
EQUITY
$000$000$000$000$000$000$000$000
For the 52 week period ended 29 July 2018
Balance at the beginning of the period365,517 (7,471)(15,174)- 2,138 140,512 867 486,389
-
Net profit for the period- - - - - 22,878 242 23,120
Movement in foreign currency translation reserve- - - (5)- - - (5)
Movement in derivative cash flow hedges- - 35,346 - - - - 35,346
Movement in de-designated derivative hedges- - 606 - - - - 606
Tax relating to movement in hedge reserve4.2, 4.3- - (10,067)- - - - (10,067)
Total comprehensive income- - 25,885 (5)- 22,878 242 49,000
Contributions by and distributions to owners
Share rights charged to the income statement- - - - 353 - - 353
Share rights vested- 1,411 - - (1,725)314 - -
Dividends paid7.1, 11.4- - - - - (55,495)(230)(55,725)
Treasury stock dividends received- - - - - 267 - 267
Balance at the end of the period365,517 (6,060)10,711 (5)766 108,476 879 480,284
(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3)(note: 11.3) (note: 11.4)
For the 52 week period ended 30 July 2017
Balance at the beginning of the period365,517 (7,832)(22,439)- 3,623 171,560 167 510,596
Profit for the period- - - - - 20,429 302 20,731
Movement in derivative cash flow hedges- - 9,484 - - - - 9,484
Movement in de-designated derivative hedges- - 606 - - - - 606
Tax relating to movement in hedge reserve4.2, 4.3- - (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 vested- 2,509 - - (2,768)259 - -
Dividends paid7.1, 11.4- - - - - (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
(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3)(note: 11.3) (note: 11.4)
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
The Warehouse Group Limited78
1.0 BASIS OF PREPARATION
1.1 Reporting entity
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).
1.2 Compliance statement
These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.
They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards, and
authoritative notes as appropriate for profit oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS).
1.3 Basis of preparation
The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets and
liabilities at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise
stated. Certain comparative amounts have been reclassified to conform with the current year’s presentation.
The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting
choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS does not provide any
accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.
The Group sold the most of its Financial Services business in September 2017 and is actively seeking a buyer for the remaining part of this business segment.
The results for the Financial Services Group have been classified as a discontinued operation and are presented as a single amount in the income statement
and form part of ‘assets held for sale’ and ‘liabilities associated with assets held for sale’ on the balance sheet.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are
listed below.
Notes to and forming part of the Financial Statements
For the 52 week period ended 29 July 2018
PERCENTAGE OWNERSHIP
NAME OF ENTITYPRINCIPAL ACTIVITYCHANGENOTE2018 2017
The Warehouse LimitedRetail100 100
Warehouse Stationery LimitedRetail100 100
Noel Leeming Group LimitedRetail100 100
Torpedo7 LimitedRetail100 100
Torpedo7 Fitness LimitedRetailAmalgamated with Torpedo7 LimitedN/A 100
Torpedo7 Supplements LimitedRetailAmalgamated with Torpedo7 LimitedN/A 100
Diners Club (NZ) LimitedFinancial ServicesClassified as discontinued operations15 100 100
TW Financial Services Operations LimitedFinancial ServicesSold September 201716 - 100
The Warehouse Financial Services LimitedFinancial ServicesSold September 201716- 100
TW Money LimitedFinancial ServicesSold September 201716- 100
Eldamos Investments LimitedProperty100 100
The Warehouse Nominees LimitedInvestment100 100
TWP No.3 LimitedWholesale100 100
1.4 Reporting period
These financial statements are for the 52 week period 31 July 2017 to 29 July 2018. The comparative period is for the 52 week period 1 August 2016 to 30 July
2017. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period, a 53 week year occurring
once every 5 to 6 years.
1.5 Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets
and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the
financial statements are found in the following notes:
(a) Inventory (note 8.1)
(b) Intangible assets (note 9.2)
(c) Derivative financial instruments (note 12.2)
Annual Report 201879
2.0 SEGMENT INFORMATION
Operating segments
The Group has four operating segments trading in the New Zealand retail sector and a start-up venture to expand the Group’s digital offering. These
segments form the basis of internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist with
strategy decisions.
Each of the four main retail segments represent a distinct retail chain, synonymous with its segment name. Customers can purchase product from the retail
chains either online or through the Group’s physical retail store network The Group’s store network currently has 93 (2017: 92) The Warehouse stores,
70 (2017: 69) Warehouse Stationery stores, 74 (2017: 77) Noel Leeming stores and 14 (2017: 12) Torpedo7 stores. The Warehouse predominantly sells general
merchandise and apparel, Noel Leeming sells 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.
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 29 July 2018
2.1 Operating performance
REVENUEOPERATING PROFIT
RETAIL OPERATING
MARGIN
NOTE2018 20172018201720182017
$000$000$000$000
The Warehouse1,716,596 1,761,399 71,440 84,531 4.2 % 4.8 %
Warehouse Stationery 263,766 278,181 10,590 15,743 4.0 % 5.7 %
Noel Leeming 880,453 810,705 31,163 19,264 3.5 % 2.4 %
Torpedo7163,402 157,726 (1,447)2,675 -0.9 % 1.7 %
Digital Retail venture- - (1,133)-
Other Group operations9,655 8,603 (19,171)(14,376)
Inter-segment eliminations(39,301)(35,843)- -
Retail Group2,994,571 2,980,771 91,442 107,837 3.1 % 3.6 %
Unusual items5.0 (34,135)(605)
Earnings before interest and tax from continuing operations57,307 107,232
Net interest expense10.2 (9,165)(12,527)
Profit before tax from continuing operations48,142 94,705
2.2 Capital expenditure, depreciation and amortisation
CAPITAL EXPENDITURE
DEPRECIATION AND
AMORTISATION
NOTE2018 2017 2018 2017
$000$000$000$000
The Warehouse41,353 36,374 40,979 40,819
Warehouse Stationery 1,536 3,861 5,498 6,722
Noel Leeming 11,294 10,382 10,634 8,421
Torpedo72,871 581 1,051 1,059
Digital Retail venture4,363 - - -
Other Group operations10,238 10,253 1,468 1,355
Continuing Retail Group71,655 61,451 59,630 58,376
Discontinued operations335 2,513 - 1,815
Total Group71,990 63,964 59,630 60,191
Comprising
Property, plant and equipment9.1 51,185 51,833 52,368 52,626
Computer software9.2 20,805 12,131 7,262 7,565
Total Group71,990 63,964 59,630 60,191
2.3 Balance sheet information
TOTAL ASSETSTOTAL LIABILITIES
NOTE2018 2017 2018 2017
$000$000$000$000
The Warehouse487,028 461,772 217,398 182,389
Warehouse Stationery 66,323 72,176 13,196 32,746
Noel Leeming 176,967 160,287 122,134 108,008
Torpedo753,823 51,742 11,222 11,269
Digital Retail venture4,390 - 332 -
Other Group operations88,011 90,229 2,720 2,039
Continuing Retail Group876,542 836,206 367,002 336,451
Discontinued operations7,560 77,142 3,886 5,443
Operating assets / liabilities884,102 913,348 370,888 341,894
Unallocated assets / liabilities
Cash and borrowings10.1 26,455 47,492 188,794 265,763
Derivative financial instruments12.2 19,794 541 3,394 19,806
Intangible goodwill and brands9.2 80,979 106,601 - -
Taxation assets / liabilities4.2, 4.3 38,418 45,870 6,388 -
Total Group1,049,748 1,113,852 569,464 627,463
The Warehouse Group Limited80
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 29 July 2018
3.0 INCOME AND EXPENSES
Retail sales
Retail sales are recognised at the point of sale when the customer receives the goods or delivery takes place. Retail revenue from the sale of goods is
recognised at the fair value of the consideration received or receivable, net of returns, discounts and excluding GST.
Lease expense
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 income statement on a straight-line basis over the period of
the lease.
Employee expense
The employee expense includes wages and salaries, performance based compensation and share based compensation paid or accruing to team
members. Details of how these entitlements are calculated are found in notes 8.4 and 14.0.
3.1 Other income
2018 2017
$000$000
Tenancy rents received4,002 3,957
Other4,116 3,112
Other income8,118 7,069
3.2 Lease and occupancy expense
2018 2017
$000$000
Operating lease costs125,295 123,075
Other occupancy costs34,292 32,509
Lease and occupancy expense159,587 155,584
3.3 Employee expense
2018 2017
$000$000
Wages and salaries490,610 475,692
Directors' fees700 798
Performance based compensation33,010 14,773
Equity settled share based payments expense353 1,283
Employee expense524,673 492,546
3.4 Other operating expenses
2018 2017
$000$000
Other operating expenses include:
Provision for bad and doubtful debts1,174 1,293
Loss on disposal of plant and equipment366 716
Donations663 634
Net foreign currency exchange (gain)/loss(92)105
3.5 Auditors’ fees
2018 2017
$000$000
Auditing the Group financial statements660 579
Reviewing the half year financial statements90 90
Other services5343
Total fees paid to PricewaterhouseCoopers803712
Audit Fees - Corporate Governance
Fees paid to PricewaterhouseCoopers for other services largely related to treasury policy advice. In accordance with the Group’s policies regarding
audit governance and independence this work was approved by the Group’s Audit and Risk Committee. The Group’s policy permits the audit firm to
provide non-audit services that are considered to be not in conflict with the preservation of the independence of the auditor subject to Audit and Risk
Committee approval.
Annual Report 201881
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 29 July 2018
4.0 TAXATION
A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.
The following table details the movement in income tax receivable/(payable) during the current and prior year.
The following table details the major deferred income tax liabilities and assets recognised by the Group and the movements during the current and prior year.
Income taxation
The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate 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.
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. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
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 subsidiaries and associates where the parent entity 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 in equity are similarly recognised in equity.
Goods and services tax (“GST”)
The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance
sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.
4.1 Taxation - Income statement
NOTE2018 2017
$000$000
Profit before tax from continuing operations48,142 94,705
Loss before tax from discontinued operations15.1 (5,262)(53,894)
Profit before tax42,880 40,811
Taxation calculated at 28%12,006 11,427
Adjusted for the tax effect of:
Intangible asset impairment7,174 11,217
Share based payments(296)(343)
Non deductible expenditure1,563 1,336
Depreciation adjustments on building disposals and prior year business acquisitions5.0 - (2,963)
Income tax over provided in prior year(687)(594)
Income tax expense19,760 20,080
Adjust for income tax expense attributable to losses from discontinued operations15.1 876 3,611
Income tax expense attributable to continuing operations20,636 23,691
Income tax expense comprises:
Current year income tax payable4.2 25,586 20,635
Deferred taxation4.3 (5,826)(555)
Income tax expense19,760 20,080
4.2 Taxation - Balance sheet current taxation
NOTE2018 2017
$000$000
Opening balance4,959 (2,068)
Current year income tax payable4.1(25,586)(20,635)
Net taxation paid14,082 27,454
Transfer from cash flow hedge reserve(170)(170)
Supplementary dividend tax credit327 378
Closing balance(6,388)4,959
4.3 Taxation -
Balance sheet deferred taxation
NOTE
BRAND
NAMESINVENTORY
PROPERTY, PLANT
SOFTWARE &
EQUIPMENT
EMPLOYEE
PROVISIONSDERIVATIVESOTHERTOTAL
For the 52 week period ended 29 July 2018
$000$000$000$000$000$000$000
Opening balance(6,586)12,530 8,101 13,102 5,506 8,258 40,911
Charged/(credited) to the income statement4.1- 2,857 2,431 953 - (415)5,826
Net charged to other comprehensive income- - - - (9,897)- (9,897)
Disposal of subsidiary- - 2,283 (122)- (583)1,578
Closing balance(6,586)15,387 12,815 13,933 (4,391)7,260 38,418
For the 52 week period ended 30 July 2017
Opening balance(6,586)12,604 9,001 12,844 8,161 6,987 43,011
Charged/(credited) to the income statement4.1- (74)(900)258 - 1,271 555
Net charged to other comprehensive income- - - - (2,655)- (2,655)
Closing balance(6,586)12,530 8,101 13,102 5,506 8,258 40,911
The Warehouse Group Limited82
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 29 July 2018
5.0 ADJUSTED NET PROFIT
6.0 EARNINGS PER SHARE
Adjusted net profit reconciliation
NOTE2018 2017
$000$000
Adjusted net profit59,015 68,185
Add back: Unusual items
Gain on property disposals218 11,455
Goodwill impairment (Torpedo7)
9.2 (25,622)-
Restructuring costs(8,731)(12,060)
Unusual items before taxation(34,135)(605)
Income tax relating to unusual items2,384 169
Income tax expense related to depreciation adjustments on building disposals and prior
year business acquisitions
4.1 - 2,963
Unusual items after taxation(31,751)2,527
Net profit from continuing operations attributable to shareholders of the parent27,264 70,712
Earnings per share calculation
NOTE2018 2017
Net profit attributable to shareholders of the parent ($000s)22,878 20,429
Net profit from continuing operations attributable to shareholders of the parent ($000s)27,264 70,712
Adjusted net profit ($000s)5.059,015 68,185
Basic
Weighted average number of ordinary shares (net of treasury stock) on issue (000s)344,916 344,802
Basic earnings per share (cents)6.6 5.9
Basic earnings per share from continuing operations (cents)7.9 20.5
Adjusted basic earnings per share (cents)17.1 19.8
Diluted
Weighted average number of ordinary shares (net of treasury stock) on issue
adjusted for unvested share rights (000s)
345,332 346,355
Diluted earnings per share (cents)6.6 5.9
Diluted earnings per share from continuing operations (cents)7.9 20.4
Adjusted diluted earnings per share (cents)17.1 19.7
Unusual Items
(a) Property disposals during the year relate to the sale of surplus land for a net consideration of $12.036 million which realised a pre-tax profit of $0.218
million. In the prior year property disposals related to the sale of 3 store properties and surplus land sold which sold for a combined consideration of
$79.304 million and realised a pre-tax profit of $11.455 million.
(b) The Group has fully impaired the Goodwill of Torpedo7 ($25.622 million) following its annual impairment review (refer note 9.2).
(c) In January 2017 the Group commenced a restructuring programme to change its business operating model. The changes are 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 concluded and a second phase has started. This second phase is more granular than the initial programme and
involves the Group partnering with a management consultancy firm to assist with the transformation process and strategy implementation.
Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance
and considers it provides a better understanding of underlying business performance and the Group also uses it as the basis for determining dividend
payments. 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 from the disposal of properties or investments, goodwill impairment, restructuring costs, direct
costs and adjustments relating to business acquisitions or disposals and costs connected with restructuring the Group.
Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to
shareholders by the weighted average number of ordinary shares (net of treasury stock) outstanding during the year.
Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the basic EPS. The Group has two types of
dilutive potential ordinary shares (performance share rights and award share rights - refer note 14.0). Diluted EPS is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion of the share rights.
Adjusted basic EPS and adjusted diluted EPS are similarly calculated using adjusted net profit as the numerator.
Annual Report 201883
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 29 July 2018
7.0 DIVIDENDS
7.1 Dividends paid
2018 2017 2018 2017
$000$000CENTS PER SHARECENTS PER SHARE
Prior year final dividend20,811 17,342 6.0 5.0
Interim dividend34,684 34,684 10.0 10.0
Total dividends paid55,495 52,026 16.0 15.0
7.2 Dividends policy reconciliation
NOTE2018 2017 2018 2017
$000$000CENTS PER SHARECENTS PER SHARE
Interim dividend34,684 34,684 10.0 10.0
Final dividend (declared after balance date)20,811 20,811 6.06.0
Total dividends paid and declared in respect of the current
and prior financial years
55,49555,495 16.016.0
Group adjusted net profit5.0 59,015 68,185
Pay-out ratio (%) 94.0 % 81.4 %
7.3 Imputation credit account
2018 2017
$000$000
Imputation credits at balance date available for future distribution117,178 120,296
Dividend policy
The Board declares two dividends annually in respect of the half year (interim dividend) and full year results (final dividend). The Group’s dividend policy is to
pay a dividend to shareholders of between 75% and 85% of the Group’s adjusted net profit.
All dividends paid were fully imputed.
On 20 September 2018 the Board declared a final fully imputed ordinary dividend of 6.0 cents per share to be paid on 6 December 2018 to all shareholders
on the Group’s share register at the close of business on 23 November 2018.
The above amounts represent the balance of the Group’s imputation credit account at balance date adjusted for imputation credits that will arise from the
payment of the amount of the provision for income taxation. Imputation is a mechanism that a company uses to pass on credits for tax it has paid on its
profits, to its shareholders when it pays dividends. These imputation credits offset the amount of taxation that the New Zealand resident shareholders would
otherwise be liable to pay on those dividends, so they do not have to pay 'double tax'.
The Warehouse Group Limited84
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 29 July 2018
8.0 WORKING CAPITAL
8.1 Inventory
2018 2017
$000$000
Finished goods494,028 457,455
Inventory adjustments(28,981)(22,547)
Retail stock465,047 434,908
Goods in transit from overseas58,793 52,366
Inventory523,840 487,274
8.2 Trade and other receivables
2018 2017
$000$000
Trade receivables45,677 45,207
Prepayments14,110 13,997
Rebate accruals and other debtors19,971 16,428
Trade and other receivables79,758 75,632
8.3 Trade and other payables
2018 2017
$000$000
Trade creditors and accruals211,171 204,784
Goods in transit creditors24,545 21,187
Capital expenditure creditors1,864 2,802
Goods and services tax13,457 10,768
Reward schemes, lay-bys, Christmas Club deposits and gift vouchers16,004 15,820
Interest accruals968 1,089
Payroll accruals11,019 10,854
Trade and other payables279,028 267,304
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure
incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the
ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the year are recognised as an expense
and included in retail cost of goods sold in the income statement.
Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from
suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are initially
recognised at the value of the invoice sent to the customer and subsequently at the amount considered recoverable. Collectability of trade and other
receivables is reviewed on an ongoing basis and debts that are known to be uncollectible are either impaired or written off when they are identified.
Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are
normally unsecured and are usually settled within 60 days of recognition. Due to the short term nature of these payables, their carrying value is assumed
to approximate their fair value.
Significant judgements and estimates
Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making judgements and estimates in relation to future selling
prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to shoplifting,
employee theft, paperwork errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends and product
information from buyers as part of the process to determine the appropriate value of these provisions.
Goods in transit from overseas
Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents
(which usually include a ‘bill of lading’) are received, and terms, as set out in a supplier’s letter of credit or in the supplier’s terms of trade, are met.
Annual Report 201885
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 29 July 2018
9.0 NON CURRENT ASSETS
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation.
Employee entitlements
(i) 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 provisions 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.
(ii) Performance based compensation
The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an
employee based on achieving an agreed level of individual and company performance.
(iii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments
to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on
New Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Make good provision
The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present
value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred
which mitigate the final liability prior to the lease expiry.
Sales return provision
The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision
represents the estimated sales return obligation at balance date based on historical sale return rates.
Onerous lease
A provision for an onerous lease is recognised when the Group retains a lease obligation after vacating a property before the expiry of the lease term.
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been incurred in
bringing the assets to the location and condition necessary for their intended use.
Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life.
The estimated useful life of property, plant and equipment are as follows:
• Freehold land indefinite • Freehold buildings 50 - 100 years
• Plant and equipment 3 - 12 years • Work in progress not depreciated
The Group annually reviews the carrying amounts of property, plant and equipment for 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. In assessing whether an asset is
impaired, reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of
an asset may be impaired.
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income
statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
8.4 Provisions
CURRENTNON-CURRENTTOTAL
2018 20172018 20172018 2017
$000$000$000$000$000$000
Employee entitlements62,427 43,720 13,636 11,973 76,063 55,693
Make good provision1,017 1,123 6,916 6,889 7,933 8,012
Sales return provision3,724 3,708 - - 3,724 3,708
Onerous lease254 1,218 - 516 254 1,734
Total provisions67,422 49,769 20,552 19,378 87,974 69,147
9.1 Property, plant and equipment
LAND AND BUILDINGSPLANT AND EQUIPMENTWORK IN PROGRESSTOTAL
NOTE2018 20172018 20172018 20172018 2017
$000$000$000$000$000$000$000$000
Cost87,833 145,647 603,888 570,260 20,019 23,606 711,740 739,513
Accumulated depreciation(10,650)(10,318)(447,871)(405,875)- - (458,521)(416,193)
Opening carrying amount77,183 135,329 156,017 164,385 20,019 23,606 253,219 323,320
Additions2.215,003 10,803 39,563 44,617 (3,381)(3,587)51,185 51,833
Disposals(11,818)(67,820)(1,614)(1,488)- - (13,432)(69,308)
Depreciation2.2(1,190)(1,129)(51,178)(51,497)- - (52,368)(52,626)
Closing carrying amount79,178 77,183 142,788 156,017 16,638 20,019 238,604 253,219
Cost91,018 87,833 638,828 603,888 16,638 20,019 746,484 711,740
Accumulated depreciation(11,840)(10,650)(496,040)(447,871)- - (507,880)(458,521)
Closing carrying amount79,178 77,183 142,788 156,017 16,638 20,019 238,604 253,219
Less: Assets held for sale17.0- - (12)(1,044)- - (12)(1,044)
Property, plant and equipment79,178 77,183 142,776 154,973 16,638 20,019 238,592 252,175
The Warehouse Group Limited86
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 29 July 2018
9.2 Intangible assets
GOODWILLBRAND NAMESCOMPUTER SOFTWARETOTAL
NOTE2018 20172018 20172018 20172018 2017
$000$000$000$000$000$000$000$000
Cost117,094 117,094 23,523 23,523 133,178 124,401 273,795 265,018
Impairment and accumulated amortisation(34,016)(11,302)- - (105,033)(83,048)(139,049)(94,350)
Opening carrying amount83,078 105,792 23,523 23,523 28,145 41,353 134,746 170,668
Additions2.2 - - - - 20,805 12,131 20,805 12,131
Disposals- - - - (7,299)(427)(7,299)(427)
Impairment(25,622)(22,714)- - - (17,347)(25,622)(40,061)
Amortisation2.2 - - - - (7,262)(7,565)(7,262)(7,565)
Closing carrying amount57,456 83,078 23,523 23,523 34,389 28,145 115,368 134,746
Cost94,380 117,094 23,523 23,523 126,689 133,178 244,592 273,795
Impairment and accumulated amortisation (36,924)(34,016)- - (92,300)(105,033)(129,224)(139,049)
Closing carrying amount57,456 83,078 23,523 23,523 34,389 28,145 115,368 134,746
Less: Assets held for sale17.0 - - - - (37)(7,020)(37)(7,020)
Intangible assets57,456 83,078 23,523 23,523 34,352 21,125 115,331 127,726
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets, liabilities
and contingent liabilities acquired.
Brand names
Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite useful lives as
the Group have rights to use these names in perpetuity.
Impairment of goodwill and brand names
Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount
of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
Computer software
All costs directly incurred in the purchase or development of computer software or subsequent upgrades and enhancements, which can be reliably measured
and are not integral to a related asset, are capitalised as intangible assets. Computer software is amortised on a straight line basis over a period of between two to
fifteen years. Costs incurred on computer software maintenance are expensed to the income statement as they are incurred.
Prior year Financial Services Group impairment
In the prior year the Group impaired the goodwill and partially impaired the computer software assets of the discontinued Financial Services Group in anticipation
of the sale of the majority of this business segment in September 2017, to reduce the carrying amount to the expected net realisable value (refer note 15).
Significant judgements and estimates - impairment testing
Impairment of indefinite life intangible assets is assessed by comparing the recoverable amount of a cash generating unit with its carrying value. Assets are grouped
at the lowest level for which there are separately identifiable cash flows (cash generating units) which also represent the lowest level within the Group at which these
assets are monitored for internal management purposes. The allocation of the Group’s significant carrying amounts of Goodwill and Brand names to cash generating
units at balance date are set out in the table below.
The recoverable amount of a cash generating unit is calculated using the ‘fair value less costs to sell' method. This discounted cashflow valuation method requires the
use of estimates and projections regarding future business unit operating performance. The Group considers a wide range of factors including the Group’s financial
budgets, strategic plans, external benchmarks and historical performance to formulate future cashflow projections. The Group also engages external advisors to
determine appropriate discount rates and long term growth rates, integral to the valuations. Cashflows beyond the 5 year projection period are extrapolated using
the estimated growth rates stated below. These growth rates do not exceed the long term average growth rate for the sector in which the business unit operates.
Noel Leeming and Torpedo7 cash generating units refer to the business segments detailed in note 2.0. The Wholesale business forms part of The Warehouse segment.
In previous years impairment testing for the Wholesale business was based on the business as a standalone cash generating unit. The cash flows for the Wholesale
business have changed over recent years, such that the cash flows are now almost entirely based on internal transfer prices which are not independent from those of
the wider The Warehouse segment. In the current year, impairment testing for the Wholesale business was changed and is now based on The Warehouse segment as the
representative cash generating unit. Impairment testing for both the Noel Leeming and The Warehouse cash generating units did not indicate the carrying amounts of
either goodwill or brand names to be impaired.
Torpedo7 impairment.
The current year results for Torpedo7 were below expectation, a combination of both difficult trading conditions and internal disruptions connected with relocating parts
of the business operations. It is considered that it will now take longer for this business to achieve the desired scale necessary to achieve acceptable levels of profitability.
The Group’s transformation programme has identified a number of opportunities for this business, however the future growth expectations, even after factoring in the
new transformation initiatives have been set back two years compared to previous forecasts. The revised forecasts for Torpedo7 indicate that the carrying value of the
business is impaired and accordingly the Board has decided to write off all the goodwill attributed to the Torpedo7 business.
In our calculations, the recoverable amount of Torpedo7 was sensitive to the achievement of the transformation initiatives, and growing the business to an EBIT of
approximately $10.5 million over the next five years and to a sufficient scale to support the recoverable amount. If the Torpedo7 transformation plan proves to be less
successful than currently projected this may cause the Group to reassess the carrying value of the Torpedo7 brand and other assets.
Impairment testing
NOEL LEEMINGTORPEDO7WHOLESALE BUSINESS
201820172018 20172018 2017
$000$000$000$000$000$000
Goodwill31,776 31,776 25,622 25,622 21,450 21,450
Brand names15,500 15,500 8,023 8,023 - -
Closing carrying amount47,276 47,276 33,645 33,645 21,450 21,450
Key assumptions
EBIT margin (%)3.1 2.6 4.6 6.0 4.86.3
Terminal growth rate (%)1.7 1.7 1.7 1.7 1.7 1.7
Post-tax discount rate (%)10.9 10.9 11.7 11.7 9.112.6
Annual Report 201887
Notes to the Financial Statements - Financing and Capital Structure
For the 52 week period ended 29 July 2018
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the net proceeds and the redemption amount is recognised in the income statement over the period of the borrowings using the
effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for
at least 12 months after the balance date.
Cash on hand and at bank
Cash on hand and at bank includes EFTPOS (electronic funds transfer point of sale) transactions which have not been cleared by the bank. The Group’s
balance date is always a Sunday which means the three previous day’s store sales, which have been paid by EFTPOS, remain uncleared at balance date.
Securitised borrowings
The Group used a securitised borrowing facility to fund part of the Group’s discontinued Financial Services operations. The facility permitted the Finance
Services Group to borrow up to 80% of the value of qualifying securitised finance business receivables. The Group’s securitised borrowing facility was
included as part of the sale of the Financial Services businesses on 9 September 2017 (refer note 16).
Fixed rate senior bond
The Group issued a 5 year fixed rate senior bond on the New Zealand Stock Exchange in June 2015 with a 5.30% coupon. Interest on the bond is payable
every six months (15 June and 15 December) and has a final maturity in June 2020. Based on the last quoted closing price of $1.03369 (2017: $1.04087)
traded on the New Zealand Stock Exchange and a market yield of 3.79% (2017: 4.03%) the fair value of the Group’s fixed rate senior bonds at balance date was
$129.211 million (2017: $130.109 million). For accounting purposes (NZ IFRS 13) this is deemed a level 1 fair value measurement as it is derived from a quoted
price, in an active market.
10.0 BORROWINGS
10.1 Net debt
2018 2017
$000$000
Cash on hand and at bank26,455 47,492
Bank borrowings at call - interest rate: 2.88% (2017: 2.96%)43,715 49,159
Lease liabilities125 434
Current borrowings43,840 49,593
Bank borrowings - interest rate: 2.74% (2017: 2.48%)20,000 35,000
Lease liabilities51 169
Fixed rate senior bond (coupon: 5.30%)125,000 125,000
Fair value adjustment relating to senior bond interest rate hedge 723 541
Unamortised capitalised costs on senior bond issuance(820)(1,257)
Non-current borrowings144,954 159,453
Securitised borrowings (interest rate: 2.68%)- 56,717
Total borrowings188,794 265,763
Net debt162,339 218,271
10.2 Net interest expense
NOTE2018 2017
$000$000
Interest on bank overdrafts33 266
Interest on deposits and use of money interest received(1,494)(150)
Interest on bank borrowings3,935 9,330
Interest on finance leases30 87
Interest on fixed rate senior bond7,043 7,043
Net interest expense9,547 16,576
Less interest attributable to discontinued operations15.1 (382)(4,049)
Net interest expense from continuing operations9,165 12,527
10.3 Bank facilities
2018 2017
$000$000
Bank debt facilities210,000 280,000
Bank facilities used(63,715)(84,159)
Unused bank debt facilities146,285 195,841
Securitised debt facility- 150,000
Securitised facility used- (56,717)
Unused securitised bank debt facility - 93,283
Letters of credit facilities28,000 32,389
Letters of credit(5,516)(13,153)
Unused letter of credit facilities22,484 19,236
Total unused bank facilities168,769 308,360
The Warehouse Group Limited88
Notes to the Financial Statements - Financing and Capital Structure
For the 52 week period ended 29 July 2018
11.0 EQUITY
11.1 Capital management
Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the
Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders and to optimise the Group’s cost of capital. The
Group regularly reviews its capital structure and may make adjustments by means including changes to the Group’s dividend pay-out ratio, issue of new
shares, debt issuance, sale of assets or a combination of these.
The Group is financed through a mixture of bank borrowings and a fixed rate senior bond. The Group currently aims to maintain gearing levels, except for the
Group’s first quarter peak funding period, at levels of between 20% to 40%. Gearing is a measure of a company’s financial leverage and shows the extent to
which its operations are funded by lenders (debt) versus shareholders (equity). Prior to the sale of the Group’s Financial Services businesses in September
2017 the Group viewed the funding of the balance sheet as having two distinct parts, with the discontinued Financial Services Group being separately
financed from the Retail Group which allowed the Financial Services Group to have higher gearing levels.
The Group’s longer term target is to continue to look at opportunities to reduce bank debt. The introduction of the new leasing standard (refer note 21),
which is effective for the Group from the 2020 financial year will significantly increase book gearing as operating lease liabilities are included on the balance
sheet. This new standard is non-cash in nature and for the purposes of testing debt covenant compliance with our external funding providers, these new
lease liabilities and the associated interest expense are excluded from the covenant calculations.
The Group’s dividend policy is based on distributing between 75% to 85% of the adjusted net profit of the Retail Group back to shareholders (refer note 7.0).
Externally imposed capital requirements
Retail Group borrowings are subject to a negative pledge contained in two separate trust deeds held for the benefit of the Group’s banking institutions and
bondholders. The trust deeds provide a guarantee that the parent and its guaranteeing Group companies will comply with certain quarterly debt ratios and
restrictive covenants. The two principal covenants, which are the same for both trust deeds are:
The Group was in compliance with the negative pledge covenants throughout the current and previous financial year.
Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus on a
winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting rights attached
to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit of the Group.
DEBT COVENANT RATIOS AT BALANCE DATEQUARTERLY COVENANT REQUIREMENT2018 2017
Retail Group book gearing ratio (percentage)
will not exceed 60% in the first quarter ending October or exceed
50% in each of the remaining three quarters of the year
25.6 26.9
Retail Group book interest cover (times cover)will not be less than 2 times operating profit9.8 7.7
CONTRIBUTED EQUITYORDINARY SHARES
11.2 Contributed equity
2018 20172018 2017
$000$000000s000s
Share capital365,517 365,517 346,843 346,843
Treasury shares(6,060)(7,471)(1,793)(2,346)
Contributed equity359,457 358,046 345,050 344,497
Treasury shares
TREASURY SHARESORDINARY SHARES
NOTE2018 20172018 2017
$000$000000s000s
Opening balance7,471 7,832 2,346 2,348
Ordinary shares issued to settle share rights plan obligations14.0 (1,411)(2,509)(553)(902)
Ordinary shares purchased (average purchase price $2.39)- 2,148 - 900
Closing balance6,060 7,471 1,793 2,346
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the
proceeds of the share issue.
Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs
is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration
received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.
Annual Report 201889
Notes to the Financial Statements - Financing and Capital Structure
For the 52 week period ended 29 July 2018
Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The cumulative
deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or depending on
the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer also to the consolidated statement of changes in
equity and policy notes detailed in note 12.2).
De-designated derivative reserve
The de-designated derivative reserve is used to record the after tax mark to market losses realised from realigning the Group’s interest rate hedge portfolio
in prior years which resulted in a number of interest rate swaps being monetised. The cost to close the interest rate swaps is recognised in the income
statement over the effective period of the original interest rate swaps. (Refer also to the consolidated statement of changes in equity and policy notes
detailed in note 12.2).
At balance date the Group’s minority interest represents the 50% minority shareholding held in Waikato Valley Chocolates. During the prior year both the
Group and the Waikato Valley Chocolates minority shareholders each invested an additional $0.750 million of share capital into the business.
Foreign currency translation
Exchange differences arising on translation of the Group’s subsidiary in India are recognised in other comprehensive income and accumulated in a
separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.
Share based payments reserve
Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the plan
are measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at
grant date of the share rights are independently determined using an appropriate valuation model that takes into account the terms and conditions
upon which they were granted. (Note 14.0 provides further details regarding the plan and fair value calculations).
This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income statement.
Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury stock allotted to settle the
obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated statement of
changes in equity).
11.3 Reserves
2018 2017
$000$000
Cash flow hedge reserve11,292 (14,157)
De-designated derivative reserve(581)(1,017)
Hedge reserves10,711 (15,174)
Foreign currency translation reserve(5)-
Share based payments reserve766 2,138
Total reserves11,472 (13,036)
11.4 Minority interest
2018 2017
$000$000
Opening balance867 167
Minority interest capital contribution- 750
Net profit attributable to minority interest242 302
Dividends paid to minority shareholders(230)(352)
Closing balance879 867
The Warehouse Group Limited90
Notes to the Financial Statements - Financial Risk Management
For the 52 week period ended 29 July 2018
12.0 FINANCIAL RISK MANAGEMENT
12.1 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 interest rate risk). The
Group’s overall risk management programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s
financial performance.
The Group enters into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the interest rate and
currency fluctuation risks arising from the Group’s operations and sources of finance.
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury
identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk
management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial
instruments and investing excess cash.
Significant judgements and estimates
The Group’s derivatives are not traded in an active market which means quoted prices are not available to determine the fair value. To determine the
fair value the Group uses valuation techniques which rely on observable market data. The fair value of forward exchange contracts are determined using
the forward exchange market rates at the balance date and interest rate swaps are calculated as the present value of estimated future cash flows based
on the applicable market interest yield rates at balance date. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value
measurements as they are not derived from a quoted price in an active market but rather, a valuation technique that relies on other observable market data.
The Group uses an independent advisor to help determine the fair value of its derivatives.
12.2 Derivative financial instruments
CURRENCY CONTRACTSINTEREST RATE SWAPSTOTAL
2018 20172018 20172018 2017
$000$000$000$000$000$000
Current assets19,030 - - - 19,030 -
Non-current assets- - 764 541 764 541
Current liabilities- (16,899)- (400)- (17,299)
Non-current liabilities- - (3,394)(2,507)(3,394)(2,507)
Total derivative financial instruments19,030 (16,899)(2,630)(2,366)16,400 (19,265)
Classified as:
Cash flow hedges19,030 (16,899)(3,394)(2,907)15,636 (19,806)
Fair value hedges- - 764 541 764 541
Total derivative financial instruments19,030 (16,899)(2,630)(2,366)16,400 (19,265)
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured 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. For the purposes of hedge accounting, hedges are classified as:
• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or
• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.
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 the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also
documented, of 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.
Cashflow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in equity in the cash
flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance
when the forecast interest payment 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), 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 income statement.
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
income statement.
Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any
changes in the fair value of the hedged asset or liability that are attributed to the hedged risk. The Group only applies fair value hedge accounting for
hedging fixed interest on borrowings. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings and changes
in the fair value of the fixed rate borrowings attributable to interest rate risk are recognised in the income statement within net interest expense.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item, for which the effective
interest method is used, is amortised over the period to maturity.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for
hedge accounting are recognised immediately in the income statement.
Annual Report 201891
Notes to the Financial Statements - Financial Risk Management
For the 52 week period ended 29 July 2018
12.3 Liquidity risk
Liquidity risk arises from financial liabilities of the Group and the Group’s subsequent ability to meet the obligation to repay these financial liabilities as
and when they arise.
The Group divided its funding requirements between funding for its retail operations and funding for the discontinued Financial Services business.
The funding for the Financial Services business was provided by means of a debt securitisation programme (refer note 10.1). The debt securitisation
facility was sold in September 2017 as part of the Financial Services Group business sale (note 16.0).
The Retail Group’s liquidity position fluctuates throughout the year. The months leading up to the Christmas trading period typically put the greatest
requirement for cash flows due to the build up of inventory, conversely the Retail Group’s liquidity position is at its strongest immediately after the Christmas
trading period. The Retail Group’s gearing covenants increase from 50% to 60% for the first quarter of each financial year to allow for the effect of seasonal
funding. To accommodate the increased funding requirements during the peak funding period the Group has committed three month seasonal credit
facilities commencing in mid September of $50.000 million (2017: $50.000 million) which are in addition to the $210.000 million (2017: $280.000 million) of
committed credit facilities (refer note 10.3). The Group has set treasury policy limits to ensure it maintains and operates within its available funding facilities.
12.4 Credit risk
Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the carrying
amount of these assets. In the normal course of business the Group incurs credit risk from finance business receivables, trade and other receivables,
derivatives and transactions with financial institutions.
The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by directors and in accordance
with specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit rating of at least
A (2017: A).
The Group controls its credit risk from finance business receivables, trade and other receivables by the application of credit approval, limits and monitoring
procedures. Receivable balances are monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk
exist when changes in economic, industry or geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant
in relation to the Group’s total credit exposure. As the Group transacts with a diversity of counterparties it does not have any significant exposure to any
individual customers, industry or economic sector.
The table below analyses the Group’s financial liabilities and derivatives into relevant maturity bands, based on the remaining period from balance date to
the contractual maturity date. The cash flow amounts disclosed in the table represent undiscounted cash flows liable for payment by the Group. The forward
currency contracts “outflow” amounts disclosed in the table represent the gross amount payable by the Group for the purchase of foreign currency, whereas
the “inflow” amounts represent the corresponding receipt of foreign currency arising from settlement of the contracts, converted using the spot rate at
balance date.
Contractual maturity analysis
0 - 1 YEARS1 - 3 YEARS> 3 YEARSTOTAL
2018 20172018 20172018 20172018 2017
$000$000$000$000$000$000$000$000
Trade and other payables(282,601)(271,443)- - - - (282,601)(271,443)
Bank borrowings(63,715)(84,159)- - - - (63,715)(84,159)
Securitised borrowings- (56,717)- - - - - (56,717)
Finance lease liabilities(135)(464)(53)(175)- (4)(188)(643)
Fixed rate senior bond(5,808)(5,790)(131,625)(138,250)- - (137,433)(144,040)
Financial liabilities(352,259)(418,573)(131,678)(138,425)- (4)(483,937)(557,002)
Forward currency contracts
- outflow(369,225)(331,674)- - - - (369,225)(331,674)
- inflow388,622 313,851 - - - - 388,622 313,851
Interest rate swaps(208)(667)(2,153)(73)(500)(1,693)(2,861)(2,433)
Net derivatives19,189 (18,490)(2,153)(73)(500)(1,693)16,536 (20,256)
LIQUIDITY POSITION AT BALANCE DATETREASURY POLICY REQUIREMENT2018 2017
Retail Group unused debt facilities
(refer note: 10.3)
committed credit facilities to be maintained at an amount of at least 115%
of peak funding requirements projected for the next 2 years.
69.7%69.9%
Retail Group funding tenor
at least 30% of the committed credit facilities have a
maturity of greater than 3 years (includes retail bond)
30.0%30.0%
Retail Group funding diversity
(number of counterparties)
funding to be sourced from a minimum of four
counterparties (includes retail bond)
6 6
The Warehouse Group Limited92
Notes to the Financial Statements - Financial Risk Management
For the 52 week period ended 29 July 2018
12.5 Market risk
Foreign exchange risk
The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and
to manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly
probable forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a board approved treasury
policy to manage this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:
• to hedge 40% to 100% of forecast US dollar commitments expected in the next 0 to 6 months
• to hedge 0% to 85% of forecast US dollar commitments expected in the next 7 to 12 months
• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place
• where foreign currency hedging extends beyond a 12 month time horizon, this requires specific approval
The Group did not hold any foreign exchange derivatives with a maturity exceeding 1 year at either the current or last year’s balance date. The spot rate used
to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6795 (2017: $0.7520).
The following sensitivity table, based on foreign currency contracts in existence at balance date, shows the positive/(negative) effect of reasonably possible
exchange rate movements on after tax profit and equity, with all other variables held constant.
There is no profit and loss sensitivity, as the forward currency contracts have been designated as cash flow hedges and based on historical performance it
has been assumed they will be 100% hedge effective.
Interest rate risk
The Group’s exposure to market interest rates primarily relates to the Retail Group’s core borrowings estimated to be $200 million (2017: $200 million) for
treasury management purposes. The Group’s treasury policy is to manage its finance costs using a mix of fixed and floating rate debt. The Group’s treasury
policy is to maintain between 50% to 90% of core borrowings at fixed rates. At balance date 65% (2017: 80%) of the Group’s core borrowings were at fixed
interest rates. The Group uses fixed rate debt and interest rate swaps to manage the fixed interest rate pricing and profile.
The following sensitivity table, based on interest rate risk exposures in existence at balance date shows the effect of reasonably possible interest rate
movements on after tax profit and equity, with all other variables held constant.
Currency position at balance date
CARRYING
VALUE
NOTIONAL AMOUNT (NZD)
AVERAGE
EXCHANGE RATE
0 TO 12 MONTH
HEDGE LEVEL
2018 20172018 20172018 20172018 2017
$000$000$000$000CENTSCENTSPERCENTAGEPERCENTAGE
Forward exchange contracts
Buy US dollars/Sell New Zealand dollars19,030 (16,899)369,225 331,674 0.7153 0.7115 65.4 72.1
Interest rate sensitivity table
+ 100 BASIS POINTS- 100 BASIS POINTS
NOTEAMOUNTPROFIT EQUITY PROFIT EQUITY
$000$000$000$000$000
At 29 July 2018
Finance business receivables17.0 7,381 53 53 (53)(53)
Net bank borrowings10.1 (37,260)(268)(268)268 268
Fixed rate senior bond10.1 (124,903)358 358 (432)(432)
Derivative financial instruments
Interest rate swaps - cash flow hedges12.2 (3,394)108 1,945 (108)(2,066)
Interest rate swaps - fair value hedges12.2 764 (358)(358)432 432
Total increase/(decrease)(157,412)(107)1,730 107 (1,851)
At 30 July 2017
Finance business receivable17.067,355 485 485 (485)(485)
Securitised borrowings10.1 (56,717)(408)(408)408 408
Net bank borrowings10.1 (36,667)(264)(264)264 264
Fixed rate senior bond10.1 (124,284)295 295 (308)(308)
Derivative financial instruments
Interest rate swaps - cash flow hedges12.2 (2,907)252 1,472 (252)(1,558)
Interest rate swaps - fair value hedges12.2 541 (295)(295)308 308
Total increase/(decrease)(152,679)65 1,285 (65)(1,371)
Currency position at balance date
NET PROFIT AFTER TAXEQUITY
2018 20172018 2017
$000$000$000$000
10% appreciation in the New Zealand dollar- - (25,196)(20,424)
10% depreciation in the New Zealand dollar- - 30,796 24,965
Annual Report 201893
Notes to the Financial Statements - Other Disclosures
For the 52 week period ended 29 July 2018
Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial
Markets Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2017: 9) direct reports. Compensation made to Directors and other members
of key management of the Group is set out in the two tables below:
Share rights were granted to key management and other senior executives as part of a legacy share based incentive plan. There have been no share rights
granted under this plan since October 2015 and the plan was replaced by a cash based incentive plan in November 2016 (which is not linked to the share
price). At balance date this legacy share based plan had 32 (2017: 53) participants. The final two tranches of the plan will both settle in October 2018. The plan
was divided into medium term (Award shares) and long term (Performance shares) share plans.
Award shares
Award shares provide participants with a conditional right to be allocated and transferred ordinary shares upon the satisfaction of certain company
performance targets and individual performance targets, measured during the initial vesting period. The number of ordinary shares which are allocated is
determined by reference to the percentage achievement of these targets, with one third of the allocated shares being transferred to each participant at
the end of the initial vesting period and a further third at the end of each of the next two vesting dates.
Performance shares
Performance shares provide participants with a conditional right to be transferred ordinary shares at the end of the vesting period if the Group has achieved a
specified total shareholder return on the vesting date. The target total shareholder return represents the increase in Group’s share price over the period between the
grant date and the vesting date, inflated from the grant date using the Group’s cost of equity.
In addition to the directors fees stated above K R Smith and J H Ogden both received $8,000 (2017: $43,000) each in their capacity as directors of the
Group’s discontinued Financial Services business.
Fair values
The fair value of performance shares at grant date have been estimated using a variant of the Binomial Options Pricing Model. The fair value of award shares
has been calculated as the present value of the rights at grant date discounted using the Group’s estimated cost of equity and allowing for expected future
dividends. The following table lists the fair value of the share rights and key inputs used in the pricing models to determine the values:
Share rights
PERFORMANCE SHARES AWARD SHARESTOTAL SHARE RIGHTS
NOTE2018 20172018 20172018 2017
000000000000000000
Outstanding at the beginning of the year954 1,695 841 2,269 1,795 3,964
Vested during the year11.2 - - (553)(902)(553)(902)
Forfeited during the year(562)(741)(52)(526)(614)(1,267)
Outstanding at the end of the year392 954 236 841 628 1,795
Expected vesting dates
October 2017- 408 - 502 - 910
October 2018392 546 236 339 628 885
Outstanding at the end of the year392 954 236 841 628 1,795
Directors Fees
2018 2017
$000$000
J Withers (Chair - appointed September 2016)166 128
K R Smith (Deputy Chair)115 115
E K van Arkel (retired September 2016)- 42
A J Balfour85 85
J W M Journee86 86
J H Ogden (retired November 2017)39 94
J M Raue (appointed September 2016)86 72
V C M Stoddart (retired November 2017)38 91
Sir Stephen Tindall85 85
Total700 798
Key management
2018 2017
$000$000
Base salary6,101 6,934
Annual performance based compensation2,944 1,470
Accrued three year performance based cash settled compensation1,389 703
Equity settled share-based compensation (refer note: 14.0)140 987
Termination benefits666 981
Total11,240 11,075
Performance shares
Date grantedOctober 2015
Vesting dateOctober 2018
Target total shareholder return ($)0.78
Risk free interest rate (%)2.64
Average expected volatility (%)21.50
Average share price at measurement date ($)2.58
Estimated fair value at grant date ($)0.81
Award shares
Date grantedOctober 2015
Final vesting dateOctober 2018
Weighted average cost of equity capital (%)8.72
Average share price at measurement date ($)2.58
Average estimated fair values at grant date ($)2.30
13.0 KEY MANAGEMENT
14.0 EXECUTIVE LONG TERM INCENTIVE PLAN (LTIP)
The Warehouse Group Limited94
Notes to the Financial Statements - Other Disclosures
For the 52 week period ended 29 July 2018
15.0 DISCONTINUED OPERATIONS
16.0 BUSINESS DISPOSAL - FINANCIAL SERVICES GROUP
In July 2017 the Group developed plans for the sale of the Group’s Financial Services businesses and executed the first part of this plan when it sold most
of its Financial Services business in September 2017 to Finance Now, a subsidiary of SBS Bank (refer note 16). The last part of this plan involves selling the
remaining Diners Club (NZ) business (refer note 17). As a result of these actions, the Financial Services Group has been reported as a discontinued operation.
The full year results and cash flows from the Financial Services Group are as follows.
Contingent and ‘claw back’ liabilities
When the Group sold the Financial Services businesses in September 2017 to Finance Now (a subsidiary of SBS Bank) it exposed 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 was required to pay a purchase price adjustment to the extent that the finance receivables impairment provisions which were sold were less than
the actual write-offs experienced during the 9 month period following the sale (termed claw back). The Group settled the claw back obligation ($1.421 million)
after 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 are treated as contingent liabilities.
A discontinued operation is a component of the Group that represents a separate major line of business that is part of a disposal plan. The results of
discontinued operations are presented separately as a single amount in the income statement.
15.1 Financial Services Group results and cash flows
NOTE2018 2017
$000$000
Finance business revenue4,729 20,392
Expenses(8,188)(28,893)
Business acquisition, disposal and restructuring costs(1,421)(1,283)
Impairment of assets9.2- (40,061)
Loss before interest and tax(4,880)(49,845)
Interest expense10.2(382)(4,049)
Loss before tax(5,262)(53,894)
Income tax expense4.1876 3,611
Loss from discontinued operations(4,386)(50,283)
Cash flows from discontinued operations
Net cash flows from operating activities5,069 (169)
Net cash flows from investing activities16,957 (3,208)
Net cash flows from financing activities(28,753)(2,660)
2018
$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 provision1,421
Loss on business disposal(1,421)
Annual Report 201895
Notes to the Financial Statements - Other Disclosures
For the 52 week period ended 29 July 2018
17.0 HELD FOR SALE
18.0 COMMITMENTS
19.0 CONTINGENT LIABILITIES
The Group committed to a plan in July 2017 to sell its Financial Services credit card business and executed the first part of this plan when it sold most of
these businesses in September 2017. A tactical decision was then made to separate the remaining Diners Club (NZ) business into two distinct parts, being
the merchant acquisition business and the card issuance business to increase buyer interest. The card issuance business is part of a franchise arrangement
which is due to expire in December 2018 and while the Group is actively seeking buyers for both businesses, if a buyer cannot be found for the card issuance
business this business will be wound up when the franchise agreement expires.
Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:
Operating leases
The Group’s non-cancellable operating leases mainly relate to building occupancy leases and typically expire within ten years. The leases have varying terms,
escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Commitments for minimum lease payments in relation to non-
cancellable operating leases at balance date are as follows:
Contingent liabilities connected to the sale of the Group’s Financial Services businesses in September 2017 are detailed in note 16.
Non-current assets or a group of assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction
rather than continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to
sell, except for deferred tax assets, assets arising from employee benefits and financial assets which are specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less costs to sell. A gain is recognised for any
subsequent increase in fair value less cost to sell of an asset, but not more than any cumulative impairment loss previously recognised. Non-current
assets are not depreciated or amortised while they are classified as held for sale.
Financial Services Group assets classified as held for sale
NOTE2018 2017
$000$000
Finance business receivables7,381 67,355
Property, plant and equipment9.1 12 1,044
Computer software9.237 7,020
Other assets130 1,723
Total assets classified as held for sale7,560 77,142
Other liabilities directly associated with assets held for sale(3,886)(5,443)
2018 2017
$000$000
Bank letters of credit issued to secure future purchasing requirements5,516 8,764
Less included as a goods in transit creditor(575)(586)
4,941 8,178
Standby letter of credit issued to Visa Worldwide- 4,389
Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited643 643
Total contingent liabilities5,584 13,210
Future minimum rentals payable
2018 2017
$000$000
0-1 Years121,473 120,363
1-2 Years107,531 105,533
2-5 Years249,550 242,456
5+ Years234,207 270,975
Operating leases712,761 739,327
Capital commitments
2018 2017
$000$000
Within one year2,783 7,339
The Warehouse Group Limited96
Notes to the Financial Statements - Other Disclosures
For the 52 week period ended 29 July 2018
During the period the Group has not entered into any material contracts involving related parties or Directors’ interests which are not disclosed. No amounts
owed by related parties have been written off or forgiven during the period.
Shareholdings
At balance date directors and other key executives held ordinary shares in the Group and received fully imputed dividends during the year as set out below.
(i) Sir Stephen Tindall (Director) has a beneficial shareholding of 93,687,096 shares (2017: 93,687,096 shares) which carry the normal entitlement to dividends.
Dividends of $14.990 million (2017: $14.053 million) were received on these shares during the year.
(ii) The Group’s other Directors collectively had beneficial shareholdings of 198,964 shares (2017: 215,052 shares) at balance date which carry the normal
entitlement to dividends.
(iii) Share transactions undertaken by the Directors during the year and Directors non-beneficial shareholdings are required to be disclosed in respect of
section 148(2) of the Companies Act 1993. Details of these transactions can be found as part of the statutory disclosures in this annual report.
(iv) Key management (as detailed in note 13.0) collectively held 263,166 shares (2017: 524,069 shares) at balance date which carry the normal entitlement
to dividends.
NZ IFRS 9: Financial Instruments
NZ IFRS 9 “Financial Instruments” replaces the current Financial Instruments standard (NZ IAS 39) with effect for the Group from 30 July 2018. The new standard
addresses the classification, measurement and recognition of financial assets and liabilities, introduces new rules for hedge accounting and a new impairment
model for financial assets. The two areas which could potentially impact the Group concern hedge accounting and impairment provisions for trade receivables.
Hedge accounting - the Group’s current hedge relationships can qualify as continuing hedges upon the adoption of NZ IFRS 9. Accordingly, the Group does
not expect any significant profit impact from implementing the new accounting treatment for its hedge relationships. The nature and extent of the Group’s
disclosures in next year’s financial statements in relation to its hedge relationships will however need to be amended to accommodate the requirements of
the new reporting standard.
Trade receivables impairment provisions – the new standard changes how the impairment of Financial Assets (classified at amortised cost) are calculated from
an ‘incurred credit loss’ model as stipulated under NZ IAS 39 to an ‘expected credit loss’ model. Based on the Group’s assessment of historical provision rates
and forward-looking analysis, there is not expected to be a material impact on the impairment provisions in the year of adoption.
The Group’s assessment has not identified any other material changes from the adoption of NZ IFRS 9.
NZ IFRS 15: Revenue from contracts with customers
NZ IFRS 15, ‘Revenue from contracts with customers’ replaces the current revenue recognition guidance in NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction
Contracts’ and related interpretations. The new standard is based on the principle that revenue is recognised when control of a good and service transfers
to a customer. The standard is effective for the Group from 30 July 2018.
The Group has assessed the potential impact of NZ IFRS 15. The work involved segregating the different revenue streams within the Group and analysing any
impact arising from the new accounting standard. The majority of revenue is made up of in store transactions where performance obligations are generally
satisfied at the point of sale, with less than 10% earned through online sales. The following matters were identified as potentially impacting the Group.
Accounting for online sales - the Group’s online transactions provide customers with the option for direct delivery or collection of goods from the store. Under
NZ IFRS 15, an assessment must be made in these arrangements whether control has transferred to the customer, even though the customer does not have
physical possession of the goods. Another consideration for online sales is whether arranging the delivery of goods is a separate performance obligation that
impacts the timing, measurement and classification of revenue recognised. The Group has assessed the implications of these matters and concluded that
there is no material impact to revenue recognition upon adoption of NZ IFRS 15.
Accounting for sales returns - NZ IAS 18 does not specify how the sales return provision is classified on the balance sheet. Under NZ IFRS 15, the Group will be
required to change the way it classifies the estimated value of goods expected to be returned and record these as a separate asset rather a reduction in the
sales return liability.
The Group’s assessment has not identified any other material changes from the adoption of NZ IFRS 15.
NZ IFRS 16: Leases
NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17 and will be adopted by the Group from 28 July 2019. The current accounting model for leases
requires a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 will require a lessee to recognise a
lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. The income statement will also be impacted by the
recognition of interest and depreciation expenses and the removal of the current rental expense.
The Group has been evaluating and planning for the adoption and implementation of NZ IFRS 16 including selecting a new lease accounting system, evaluating
practical expedient and accounting policy elections, and assessing the overall financial statement impact. While the impact of NZ IFRS 16 is non-cash in nature
and will not affect the Group’s cash flows it will have a material impact on the Group’s financial position.
The Group currently intends to use a simplified transition approach on adoption of NZ IFRS 16, this expedient however does not permit the Group to restate
comparative amounts for the periods prior to adoption. Management has estimated the impact of NZ IFRS 16 using the ‘modified retrospective approach’ at
the date of adoption based on the Group’s current operating leases. The model required management to make some key judgements including:
• the incremental borrowing rate used to discount lease assets and liabilities; and
• the lease term including potential rights of renewals.
On adoption the Group will recognise the following line items:
• Recognition of a right of use asset of approximately $710 million; • Recognition of a lease liability of approximately $871 million; and
• Recognition of a deferred taxation asset of approximately $45 million; • Decrease in opening retained earnings of approximately $116 million.
The impact on the consolidated income statement for the period ended 2 August 2020 is expected to decrease occupancy expenses, increase amortisation
expenses and increase in interest expenses. The impact on each of these line items is expected to be significant however currently management do not
expect the overall effect on net profit attributable to shareholders to be material. Managements current estimates will change prior to adoption as conditions
change, due to:
Managements current estimates will change prior to adoption as conditions change, due to:
• Finalisation of management’s judgements and subsequent movements in borrowing rates;
• New lease contracts entered into by the Group;
• Changes to existing lease contracts; and
• Change in management’s judgement regarding exercising rights of renewals under lease arrangements.
• Clarification of tax rules impacting the recognition of deferred tax assets
20.0 RELATED PARTIES
21.0 NEW ACCOUNTING STANDARDS WHICH ARE RELEVANT TO THE GROUP BUT ARE NOT YET EFFECTIVE
Annual Report 201897
The financial statements comprise:
• the consolidated balance sheet as at 29 July 2018;
• the consolidated income statement for the 52 week period then ended;
• the consolidated statement of comprehensive income for the 52 week period then ended;
• the consolidated statement of changes in equity for the 52 week period then ended;
• the consolidated statement of cash flows for the 52 week period 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 The Warehouse Group Limited (the Company), including its subsidiaries (the Group), present fairly, in all
material respects, the financial position of the Group as at 29 July 2018, its financial performance and its cash flows for the 52 week period 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 the Auditor’s responsibilities for the audit of the financial statements section 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 carries out other services for the Group in the areas of treasury policy advice, other assurance services and ASM scrutineering. The provision of these
other services has not impaired our independence as auditor of the Group.
OUR AUDIT APPROACH
Overview
An audit is designed to obtain reasonable assurance whether the financial statements are free from
material misstatement.
Overall Group materiality: $4.1 million, which represents approximately 5% of profit before tax from continuing
operations, adjusted for the gain on property disposals, goodwill impairment and restructuring costs.
We chose this as the benchmark because, in our view, it is a proxy for adjusted profit and is the benchmark
against which the performance of the Group is most commonly measured by users.
We have determined that there are two key audit matters:
• Impairment of intangible assets
• Valuation of inventory
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 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 sector in which the Group operates.
We conducted full scope audit work on two entities within the Group which make up 86% of external revenue and 93% of profit before tax from continuing
operations, adjusted for the gain on property disposals, goodwill impairment and restructuring costs. The remaining entities in the Group were not
considered individually significant and depending on our risk assessment were subject to other audit procedures such as testing of key balances or
reconciliations, supplemented by analytical review.
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Materiality
Audit scope
Key audit
matters
The Warehouse Group Limited98
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
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
52 week period. These matters were 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 these matters.
KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Impairment of intangible assets
At balance date, the carrying value of the Group's intangible assets was
$115.3 million. Of this amount, $81.0 million (2017: $106.6 million) related
to goodwill and brands, which are tested for impairment at least annually.
To assess the carrying value of goodwill and brands, management used
discounted cash flow models based on the fair value less cost to dispose
methodology for each cash generating unit (CGU) and compared the
valuations to the underlying carrying amount of the CGUs, including
goodwill and brands.
The assessment of impairment of the intangible assets was an area of
audit focus due to the magnitude of the balances and the judgements
applied by management in the assessment of impairment.
The key assumptions adopted by management in their impairment
assessment are described in Note 9.2. The assessment performed
resulted in the conclusion that goodwill of $25.6 million relating to
the Torpedo7 CGU was fully impaired.
To respond to the risk of impairment of goodwill and brands, our audit
procedures included the following:
• Engaged our valuation expert to assist in our assessment of the
reasonableness of certain assumptions used by management. In particular,
we obtained an understanding of the terminal growth rates used by
management and challenged the reasonableness of those rates by
comparing them to comparable industry rates. We also compared the
discount rate applied by management to the average cost of capital of
the Group.
• Reviewed management's sensitivity analysis over the key assumptions and
also considered alternative possible scenarios and their potential impact.
• Assessed the reliability of management’s forecasts by performing
a lookback analysis of historical forecasts against actual results.
• For the Torpedo7 CGU, we understood the key changes between the
performance for the 52 week period to 29 July 2018 to the forecast
used in the impairment calculation. We considered these based on past
performance and subsequent changes that have been made within the
business.
• For Torpedo7, we also considered whether assets other than goodwill
were impaired.
• Tested the mathematical accuracy of the underlying model.
• Assessed the adequacy of disclosures in the financial statements.
We have no matters to report.
Valuation of inventory
The Group had finished goods of $494.0 million as at 29 July 2018 (2017:
$457.4 million).
The inventory provision associated with finished goods of $29.0 million
(2017: $22.5 million) was determined based on a combination of an
automated system calculation as well as management’s assessment
of discontinued, aged and clearance items.
This was an area of focus due to the significance of the inventory
balance and the judgements involved in determining the appropriate
level of provisioning, including management’s expectations for future
sales and estimation of inventory write-downs.
Note 8.1 of the financial statements describes the judgements
and estimates applied by management in determining the
inventory provision.
Our audit procedures over the Group’s inventory provisioning methodology
included the following:
• Observed management’s stocktake process at selected locations and
checked that obsolete inventory items were identified and accounted for.
• Held discussions with management to understand and corroborate
assumptions used to estimate inventory provisions.
• On a sample basis, tested the net realisable value of finished goods by
comparing the supplier invoice against the most recent retail price less
cost to sell.
• On a sample basis, reperformed the obsolescence and net realisable
value system-generated calculations and tested inputs to detailed
inventory listings.
• Reviewed the inventory aging schedules to check, on a sample basis,
whether provisions were recorded for aged stock in accordance with
Group policy.
• Obtained an understanding of specific inventory provisions calculated for
certain inventory categories and checked that these additional provisions
were appropriate based on review of aged stock and net realisable value.
• On a sample basis, tested the accounting treatment of supplier rebates
relating to inventory by comparing the rebate recorded versus the
supplier agreement.
• Compared all inventory provisions for each finished goods category as a
percentage of the gross amount versus the prior year and understood the
rationale for any changes.
From the procedures performed, we have no matters to report.
Annual Report 201899
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, express any form of assurance conclusion on the other information.
In connection with our audit of the financial statements, 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 this auditor’s report, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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.
As part of an audit in accordance with ISAs (NZ), the auditor exercises professional judgement and maintains professional scepticism throughout the audit.
The auditor also:
• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit
procedures responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for the auditor’s opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.
• Concludes on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If the auditor concludes that a material uncertainty exists, the auditor is required to draw attention in the auditor’s report
to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. The auditor’s conclusions
are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.
• Evaluates the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an
opinion on the financial statements. The auditor is responsible for the direction, supervision and performance of the group audit. The auditor remains
solely responsible for the audit opinion.
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.
The engagement partner on the audit resulting in this independent auditor’s report is Leopino Foliaki.
For and on behalf of:
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Chartered Accountants, Auckland
20 September 2018
The Warehouse Group Limited100
(52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS)
2018 2017 2016 2015 2014
$000$000$000$000$000
SUMMARY INCOME STATEMENTS
The Warehouse1,716,596 1,761,399 1,760,708 1,718,307 1,665,233
Warehouse Stationery 263,766 278,181 279,155 262,780 250,561
Noel Leeming880,453 810,705 752,137 665,628 620,520
Torpedo7163,402 157,726 148,660 131,231 107,658
Other group operations9,655 8,603 9,166 9,276 14,217
Inter-segment eliminations(39,301)(35,843)(29,179)(16,801)(9,711)
Retail sales2,994,571 2,980,771 2,920,647 2,770,421 2,648,478
The Warehouse71,440 84,531 89,376 79,600 76,903
Warehouse Stationery 10,590 15,743 14,288 12,723 11,793
Noel Leeming31,163 19,264 12,050 6,424 11,308
Torpedo7(1,447)2,675 3,380 34 1,085
Digital Retail venture(1,133)- - - -
Other group operations(19,171)(14,376)(7,929)(5,555)(4,373)
Retail operating profit91,442 107,837 111,165 93,226 96,716
Equity earnings of associate- - 723 2,802 3,006
Gain on business disposals218 11,455 5,533 5,533 16,810
Gain/(losses) from business aquisition- -10,625(977)4,308
Restructuring costs(8,731)(12,060)- - -
Intangible asset impairment(25,622)- - (12,491)-
Earnings before interest and tax57,307 107,232 128,046 88,093 120,840
Net interest expense(9,165)(12,527)(14,154)(15,123)(13,427)
Profit before tax48,142 94,705 113,892 72,970 107,413
Income tax expense(20,636)(23,691)(25,890)(21,148)(27,378)
Profit after tax27,506 71,014 88,002 51,822 80,035
Discontinued operations (net of tax)(4,386)(50,283)(5,526)(2,074)(2,781)
Minority interests(242)(302)(4,138)1,562 496
Profit attributable to shareholders22,878 20,429 78,338 51,310 77,750
ADJUSTED PROFIT RECONCILIATION
Unusual items (detailed above)34,135 605 (16,158)7,935 (21,118)
Income tax relating to unusual items(2,384)(3,132)(2,163)(941)2,751
Minority interests- - 3,614 (1,170)-
Discontinued operations (net of tax)4,386 50,283 5,526 2,074 2,781
Adjusted net profit 59,015 68,185 69,157 59,208 62,164
THE WAREHOUSE
Operating margin (%)4.2 4.8 5.1 4.6 4.6
Same store sales growth (%)(3.0)1.2 4.1 1.4 3.2
Number of stores93 92 92 92 91
Store footprint (square metres)505,645 501,807 499,547 497,702 494,847
WAREHOUSE STATIONERY
Operating margin (%)4.0 5.7 5.1 4.8 4.7
Same store sales growth (%)(6.0)(0.3)6.5 1.4 5.3
Number of stores70 69 66 65 63
Store footprint (square metres)71,491 73,216 71,927 70,445 68,194
NOEL LEEMING
Operating margin (%)3.5 2.4 1.6 1.0 1.8
Same store sales growth (%)5.7 6.4 14.2 1.0 5.6
Number of stores74 77 75 78 77
Store footprint (square metres)76,055 73,591 71,169 70,999 69,391
DIVIDEND DISTRIBUTIONS
Interim (cents per share)10.0 10.0 11.0 11.0 13.0
Final (cents per share)6.0 6.0 5.0 5.0 6.0
Ordinary dividends declared (cents per share)16.0 16.0 16.0 16.0 19.0
Basic earnings per share (cents)6.6 5.9 22.7 15.2 24.1
Basic adjusted earnings per share (cents)17.1 19.8 20.1 17.2 19.3
Annual 5 Year Summary
Annual Report 2018101
2018 2017 2016 2015 2014
$000$000$000$000$000
SUMMARY BALANCE SHEETS
Inventories523,840487,274 501,713 510,461 492,109
Trade and other receivables79,75875,632 150,624 86,361 91,253
Creditors and provisions(367,002)(336,451)(347,073)(315,565)(328,706)
Working capital236,596 226,455 305,264 281,257 254,656
Fixed assets272,944 273,300 312,396 386,709 353,376
Held for sale3,674 71,699 52,277 - -
Investments- - 2,778 5,541
Funds employed513,214571,454 669,937 670,744 613,573
Taxation (liabilities) / assets32,030 45,870 40,943 18,599 27,485
Contingent and deferred consideration- - (1,000)(3,250)(22,316)
Goodwill and Brand Names80,979 106,601 129,315 120,092 132,583
Derivative financial instruments16,400 (19,265)(28,619)35,358 (7,653)
Capital employed642,623 704,660 810,576 841,543 743,672
Net debt162,339218,271 299,980 299,573 220,878
Equity attributable to shareholders479,405 485,522 510,429 540,060 518,926
Minority interest879 867 167 1,910 3,868
Sources of funds642,623704,660 810,576 841,543 743,672
SUMMARY CASH FLOW
Continuing Operating profit91,442 107,837 111,165 93,226 96,716
Continuing Depreciation and amortisation59,630 58,376 58,210 57,770 51,025
Continuing Operating EBITDA151,072 166,213 169,375 150,996 147,741
Change in trade working capital(5,853)21,661 35,198 (35,343)(22,742)
Income tax paid(14,082)(27,454)(28,037)(22,398)(37,492)
Net interest paid(9,307)(16,008)(16,495)(18,662)(13,351)
Share based payment expense353 1,283 3,208 2,114 2,266
Supplier contributions(2,694)- - - -
Restructuring costs(8,731)(12,397)- - -
Discontinued EBITDA(3,459)(6,686)(1,930)(929)(2,095)
Loss on sale of plant and equipment615 1,476 1,141 691 2,282
Operating cash flow107,914 128,088 162,460 76,469 76,609
Capital expenditure(70,229)(70,575)(75,180)(109,345)(83,898)
Proceeds from divestments74,680 79,714 45,870 31,120 27,544
Proceeds from equity raise- - - - 114,072
Dividend from associate- - 2,695 5,565 3,136
Net dividends paid(55,785)(52,466)(58,162)(59,640)(58,193)
Employee share schemes- (2,148)(2,528)(2,455)(2,818)
Acquisition of subsidiaries and minorities- (1,000)(74,367)(20,043)(80,181)
Other items(648)96 (1,195)(366)(275)
Net cash flow55,932 81,709 (407)(78,695)(4,004)
Opening debt(218,271)(299,980)(299,573)(220,878)(216,874)
Closing debt(162,339)(218,271)(299,980)(299,573)(220,878)
FINANCIAL RATIOS
Operating margin (%)3.1 3.6 3.8 3.4 3.7
Interest cover (times)10.0 8.6 7.9 6.3 7.4
Fixed charge cover (times)2.0 2.0 2.1 2.1 2.2
Net debt / EBITDA (times)1.1 1.4 1.8 2.0 1.5
Net debt / net debt plus equity (%)25.1 31.0 37.0 35.6 29.7
Return on funds employed (%)16.9 17.4 16.7 15.0 17.3
Capex / depreciation (times)1.2 1.1 1.2 2.0 1.8
The Warehouse Group Limited102
At The Warehouse Group Limited (the Company) we are committed to high standards of corporate governance
and believe it is a critical component in creating sustainable long-term value for our shareholders, building strong
relationships with team members, improving the experience we offer our customers and contributes to our place
within the wider community.
This statement gives an overview of the policies and processes that are
in place throughout the Company that ensure best-practice standards of
corporate governance are followed.
We support the NZX Corporate Governance Code 2017 (the NZX Code),
which replaced the Best Practice Code from October 2017. This statement
follows the structure of the new Code and addresses its recommendations.
As at the date of the publication of this Annual Report, the Company
considers its governance practices are substantially compliant with the
NZX Code. The only exception is Recommendation 2.5 Measurements for
Diversity and are explained in Our People section on pages 44-51.
This governance statement was approved by the Board on 20 September
2018 and is current as at that date.
The Company’s constitution, the Board and committee charters,
codes and policies referred to in this statement are available to view at
www.thewarehousegroup.co.nz/investor-centre/corporate-governance
CODE OF ETHICAL BEHAVIOUR
“Directors should set a high standard of ethical behaviour, model this
behaviour, and hold management accountable for delivering these
standards being followed throughout the organisation.”
The Company is committed to fostering the highest standards of ethical
behaviour and good conduct. We believe this is at the heart of having a
reputation as a trusted and respected company that promotes honesty,
integrity and ethical conduct across the organisation in day-to-day
behaviour and decision-making.
Code of Ethics
The Code of Ethics sets out the standards of conduct expected of everyone
working at The Warehouse Group Limited including Directors, our people,
contractors and other agents. The Code of Ethics provides a guide to the
conduct that is consistent with the Company’s values and behaviours,
business goals and legal obligations, and outlines internal reporting
procedures for any breaches. Sanctions for breaches may include serious
disciplinary action, removal from office and dismissal as well as other
remedies, all to the extent permitted by law and as appropriate given the
specific circumstances. An introduction to the Code of Ethics forms part of
the induction and training process of new employees. The Code is available
on the Corporate Governance section of the website and the Company’s
intranet.
Securities Trading Policy
The Company is committed to transparency and fairness in dealing with
all of its stakeholders and to ensuring adherence to all applicable laws and
regulations. The Securities Trading Policy governs trading in the Company’s
securities by Directors, employees and other associated persons. The policy
and timing of black-out periods is set out in the Securities Trading Policy,
and can be found on the Corporate Governance section of the website.
BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective Board, there should be a balance of independence,
skills, knowledge, experience and perspectives.”
Responsibilities of the Board
The central role of the Board is to set the strategic direction, to select and
appoint the Company's Group Chief Executive Officer (Group CEO) and
to oversee the Company’s management and business activities with the
primary objective to create and continue to build, sustainable value for
shareholders.
The Board has adopted a Board Charter which sets out how the Board
will achieve its purpose. The Charter was last approved in April 2018 and
is available in the Corporate Governance section of the website. Going
forward it will be reviewed as required and at least every two years. The
Board’s responsibilities contained in the Charter include:
• set strategic direction and appropriate operating frameworks;
• monitor Management’s performance within those frameworks;
• ensure there are adequate resources available to meet the
Company’s objectives;
• appoint and remove the Group CEO and oversee succession plans for
the senior executive team;
• set criteria for, and evaluate the performance of, the Group CEO and
approve his or her remuneration;
• approve and monitor financial reporting and capital management
including the payment of dividends;
• monitor the financial solvency of the Company;
• subject to shareholder approval being granted, approve the appointment
and retention of the external auditor;
• ensure that effective risk management procedures are in place and are
being used;
• approve timely and balanced communication to shareholders;
• ensure, so far as is reasonably practicable, a safe and healthy working
environment is provided and maintained for all employees, customers,
contractors and visitors;
• promote and authorise ethical and responsible decision-making by the
Company;
• ensure the Company has appropriate corporate governance structures
in place including standards of ethical behaviour;
• annually review, approve and adopt the Diversity Policy and diversity
objectives, and measure achievement against the objectives; and
• ensure that the Board is and remains appropriately skilled to meet the
changing needs of the Company.
Day-to-day management and administration of the Company is undertaken
by the Group CEO in accordance with the strategy, plans and delegations
approved by the Board. The Group CEO is assisted by the executive
management team in delivering the Company’s strategy. The Board has
implemented appropriate procedures to enable management to undertake
its delegated duties and for performance to be assessed. More information
can be found in the Remuneration section on pages 111-113.
Chair
Joan Withers is Chair of The Warehouse Board and was first appointed in
2016. Mrs Withers is an independent, non-executive director. Mrs Withers'
responsibilities include:
• providing leadership to the Board and to the Company;
• ensuring the efficient organisation and conduct of the Board;
• monitoring Board performance annually;
• facilitating Board discussions to ensure core issues facing the Company
are addressed;
• briefing all Directors in relation to issues arising at Board meetings;
• facilitating the effective contribution and ongoing development of all
Directors;
• promoting consultative and respectful relations between Board members
and between the Board and Management; and
• chairing Board and shareholder meetings.
The Warehouse Group Limited charter states the Company’s Chair must
not be the same person who is the Company’s Chief Executive Officer.
Director Appointments
Procedures for the appointment and removal of Directors are governed by
the Company’s constitution. The Corporate Governance and Nominations
Committee is delegated with the responsibility of identifying and
nominating, for the approval of the Board, candidates to fill Board vacancies
as and when they arise. In doing so the Committee will seek to identify the
necessary and desirable competencies that will ensure that any candidate
it puts forward will enable the Board to:
• fulfil its responsibilities;
• represent a variety of skills, expertise, experience (including commercial
and/or industry experience and diversity of backgrounds and thought);
and
• competently address accounting, finance and legal matters.
Governance report
Annual Report 2018103
NAME OF
DIRECTOR
ORIGINALLY
APPOINTED
LAST REAPPOINTED/
ELECTED
Joan Withers23 September 201625 November 2016
Sir Stephen Tindall10 June 199424 November 2017
Keith Smith10 June 199424 November 2017
Antony (Tony) Balfour15 October 201220 November 2015
John Journee17 October 201325 November 2016
Julia Raue23 September 201625 November 2016
During FY18 the Board has spent a significant amount of time at
Board meetings considering initial recommendations of the Corporate
Governance and Nominations Committee regarding potential candidates
for appointment to complement the existing Board skill mix.
The terms and conditions of appointment are set out in a letter of
appointment which details the Director’s duties, term of appointment
(subject to shareholder approval), expectations of the role and
remuneration. A copy of the standard letter is available in the Corporate
Governance section of the website.
In addition, the Company indemnifies and provides insurance to Directors
in accordance with The Companies Act for certain claims which may be
brought against them as Directors.
Board structure, skills and composition
The current Board comprises Directors with a mix of qualifications, skills
and experience appropriate to the Company’s existing operations and
strategic directions. Qualifications and experience of individual Directors
are detailed on pages 16 and 17,
Director induction and development
When appointed to the Board, all new Directors undergo a detailed
induction programme to familiarise them with the Company’s businesses
and strategy.
Ongoing training includes briefings by senior management and guest
speakers on relevant industry and competitive issues, occasional overseas
study tours and site-visits. Directors are actively encouraged to attend
regular Institute of Director (IOD) courses.
Directors and Board committees have the right, in connection with their
duties and responsibilities, to seek independent professional advice at
the Company’s expense.
Board tenure
The Constitution provides that the size of the Board should be between
five and 10. Each year, one third of the Directors, or if their number is not a
multiple of three then the nearest number to three, shall retire from office and
may offer themselves for re-election at the annual meeting of shareholders.
Directors to retire are those who have been longest in office since they were
last elected or deemed elected.
The Board does not believe that any Director has served on the Board for
a period which could, or could reasonably be perceived to, materially interfere
with the Director’s ability to act in the best interests of the Company. The
Board considers that Directors retain independence of character and
judgement regardless of length of service.
Sir Stephen Tindall was granted a leave of absence from the Board in
October 2017 until October 2018. Sir Stephen Tindall has decided to take a
further 12 months leave of absence from his directorship of The Warehouse
Group due to his current workload which includes the hosting of the 2021
America’s Cup in Auckland, his ongoing work with The Tindall Foundation and
investment vehicle K1W1 and involvement in some of his larger investments
including Lanzatech and Rocket Lab. Robbie Tindall will continue to act as his
alternate on The Warehouse Group board. This extended leave of absence
has been approved by the Board.
Director independence and conflicts
The Board’s standards for determining the independence of a Director,
including the requirements of the NZX Listing Rules, are set out in full
in the Board Charter.
Under this criteria, the Board has a majority of independent Directors and
the roles of Chair and Group Chief Executive Officer (CEO) are not exercised
by the same person.
The Board consists of six Directors. Joan Withers (Chair), Keith Smith
(Deputy Chair), Antony (Tony) Balfour, John Journee and Julia Raue are
considered to be independent non-executive Directors. Sir Stephen
Tindall, and his alternate director Robbie Tindall are not deemed to be
independent by virtue of their shareholding in the Company. The Board
assesses the independence of directors on their appointment and at
least annually thereafter.
The Board is conscious of its obligations to ensure that Directors avoid
conflicts of interest between their duty to the Company and their own
interests. Where conflicts of interest do exist at law then the Director
must disclose their interest. Directors and Team Members are required to
minimise any potential conflicts in line with the Company’s Code of Ethics.
Board evaluation
The Chair, with the assistance of appropriate external advisors, regularly
assesses the performance of individual Directors whilst Directors also
assess the collective performance of the Board and the performance of
the Chair. A formal evaluation is regularly conducted with assistance from
an outside facilitator.
Future Directors programme
Continuing the Company’s commitment to supporting the next generation
of governance talent in New Zealand, the Board appointed Mr Vena Crawley
in August 2017 as part of the Future Directors initiative administered by the
Institute of Directors in New Zealand. Mr Crawley attended the first Board
meeting on 24 August 2017 and his appointment will continue through to
the 2018 Annual Meeting. The Board is in the process of appointing another
Future Director who will commence as soon as practicable after the 2018
Annual Meeting.
BOARD COMMITTEES
“The Board should use committees where this would enhance its
effectiveness in key areas, while still retaining board responsibility.”
The Board has established committees that focus on particular areas of
the Board’s responsibilities and together ensure the efficient performance
of the Board, and the achievement of Corporate Governance outcomes.
The committees report to the full Board on all material matters and issues
requiring Board decisions. From time to time, the Board may create ad hoc
committees to examine specific issues on its behalf. As at the date of this
statement, the Company has no other ad hoc committees.
Current committees
The current committee structure is set out in the table below.
After the 2017 Annual Meeting the Board reviewed the composition
of committees and Keith Smith was appointed Chair of the Audit and
Risk Committee, Joan Withers was appointed Chair of the Corporate
Governance and Nominations Committee and Tony Balfour was appointed
Chair of the People and Remuneration Committee.
In December 2017 the Board decided to introduce a Health, Safety and
Wellbeing Committee to reflect the importance of health, safety and
wellbeing within the governance framework.
Committee charters
All committees operate under formal charters which define the role,
authority and operations of the committee and can be found in the
Corporate Governance section of the website. Going forward charters
are reviewed as required and at least every two years.
Takeover offer protocols
The Company has takeover protocols that meet the requirements of the
2017 NZX.
Governance report
Tenure
0-3 Years
3-6 Years
6+ Years
The Warehouse Group Limited104
COMMITTEE ROLES AND RESPONSIBILITIES MEMBERSHIP MEETINGS
People and
Remuneration
Committee
Review and make recommendations in relation
to the human resources strategy, the Company’s
remuneration policies and practices and the
remuneration and performance of the Group
Chief Executive Officer.
Comprised of a majority of non-executive,
independent Directors.
Current members:
• Tony Balfour (Chair)
• Joan Withers
• Keith Smith
• Robbie Tindall as alternate for Sir Stephen Tindall
At least twice a year.
Employees may only
attend by invitation.
Corporate
Governance
and
Nominations
Committee
Ensure a high level of corporate governance
through continuous monitoring of international
corporate governance best practice as
promulgated by the relevant authoritative
bodies. Ensure that the board is populated with
an appropriate mix of skills and experience who
collectively provide the diversity of thought and
judgement required.
Comprised of a majority of
independent Directors.
Current members:
• Joan Withers (Chair)
• Keith Smith
• Tony Balfour
• Robbie Tindall as alternate to Sir Stephen Tindall
• Group CEO, CFO and Company Secretary
At least twice a year.
Disclosure
Committee
Support the Company in meeting its disclosure
obligations as set out in the NZX Main Board
Listing Rules, the Companies Act and any
other applicable regulations by overseeing the
Company’s compliance with this Policy.
Comprised of the Chair, Deputy Chair, Chair of the Audit
and Risk Committee, Group Chief Executive Officer, Chief
Financial Officer, Disclosure Officer and Founder.
Current members:
• Keith Smith (Chair)
• Joan Withers
• Robbie Tindall as alternate to Sir Stephen Tindall
• Group CEO, CFO and Company Secretary
Held as required.
Audit
and Risk
Committee
Assist the Board to fulfil its
risk and audit responsibilities.
Comprised of at least three independent Directors.
The Chair will be independent and may not be the
Chair of the Company.
Current members:
• Keith Smith (Chair)
• Joan Withers
• John Journee
• Julia Raue
Keith Smith is a Fellow of the Chartered Accountants
Australia and New Zealand (CAANZ)
At least three times each
year.
Employees may only
attend by invitation.
Health, Safety
and Wellbeing
Committee
Assist the Board to govern health,
safety and wellbeing.
Comprised of all Directors
Chair
• Julia Raue
At the discretion of
the Committee Chair.
BOARD
AUDIT
AND RISK
COMMITTEE
PEOPLE AND
REMUNERATION
COMMITTEE
CORPORATE
GOVERNANCE AND
NOMINATION
COMMITTEE
HEALTH, SAFETY
AND WELLBEING
COMMITTEE
3
DISCLOSURE
COMMITTEE
NUMBER OF MEETINGS
1555171
Tony Balfour141
1
516
John Journee1552
1
71
1
Keith Smith 1455161
Sir Stephen Tindall
2
22
Robbie Tindall134
1
117
Joan Withers15
1
55171
James Ogden522
1
1
Vanessa Stoddart52
1
31
Julia Raue1557
1
Non-committee member in attendance
2
Leave of Absence October 2017 to October 2018
3
Held in conjunction with Board meetings during FY18
Governance report
The table below reports attendance of members at Board and Board Committee meetings during the year ended 29 July 2018.
Annual Report 2018105
REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting
and in the timeliness and balance of corporate disclosures.”
The Board is committed to providing full and timely financial and non-
financial information that is accurate, balanced, meaningful and consistent.
As a listed company, keeping the market informed is a key component to
ensure the securities are valued fairly.
Market Disclosure Policy
The Board has approved a Market Disclosure Policy which describes the
processes designed to ensure that the Company meets its reporting and
disclosure objectives and all disclosure obligations under the NZX Listing Rules.
To assist the Company with its Market Disclosure Policy, the Board has
appointed a Disclosure Committee. The Committee is responsible for making
decisions on what should be disclosed publicly under the Market Disclosure
Policy. The Company Secretary is the Disclosure Officer of the Company and
has responsibility for ensuring compliance with the continuous disclosure
requirements, and overseeing and co-ordinating disclosure to the market.
Financial reporting
The Audit and Risk Committee oversees the quality and integrity of external
financial reporting including the accuracy, completeness and timeliness of
financial statements. The Committee is committed to providing balanced,
clear and objective financial reporting.
It reviews half-yearly and annual financial statements and makes
recommendations to the Board concerning accounting policies, areas
of judgement, compliance with accounting standards, stock exchange
and legal requirements, and the results of the external and internal audit.
Management accountability for the integrity of the Company’s financial
reporting is reinforced by certification from the CEO and the CFO. The
CEO and CFO have provided the Board with written confirmation that the
Company’s financial report presents a true and fair view, in all material respects,
of the Company’s financial position for the year ended 29 July 2018, and that
operational results are in accordance with relevant accounting standards.
Non-financial reporting
The Company's Corporate Governance section on the website includes all key
governance documents including the Code of Ethics, Board and Committee
Charters and relevant Company policies.
Communities and Environment are at the heart of the Company's culture. Our
philosophy and achievements are outlined on pages 52-67. The Company
reports annually its financial and non-financial contribution to the community,
as well as audited figures on its greenhouse gas emissions. The Company’s
material environmental, economic and social risks are outlined on pages 62-67.
REMUNERATION
“The remuneration of directors and executives should be transparent,
fair and reasonable.”
The Company’s remuneration philosophy, policy and details regarding
executives' remuneration (including remuneration components and
performance criteria) are discussed on pages 111-113. The current
Directors’ fee pool limit is $900,000, which was approved by the
shareholders at the 22 November 2013 annual meeting of shareholders.
Fees are paid for Board and committee roles as indicated below. Directors
are reimbursed for reasonable travel and other costs associated with
fulfilling his or her role. The Chair and Deputy Chair do not receive
additional fees for membership of other Board committees.
The Board considers the advice of independent remuneration consultants
when setting remuneration levels and will not be seeking any increase in
the pool limit at the 2018 Annual Shareholders Meeting.
Actual Director Remuneration 2017/18
NAME OF DIRECTOR
BOARD
FEES
AUDIT
AND RISK
COMMITTEE
PEOPLE AND
REMUNERATION
COMMITTEE
CORPORATE
GOVERNANCE
AND NOMINATIONS
COMMITTEE
DISCLOSURE
COMMITTEE
HEALTH,
SAFETY AND
WELLBEING
COMMITTEE
OTHER
COMMITTEES
SHARES AND
OTHER PAYMENTS
OR BENEFITS
TOTAL
INDIVIDUAL
REMUNERATION
Joan Withers (Chair)
$166,000
(Chair)
-
(member)
-
(member)
-
(Chair)
-
(member)
-
(member)
-- $166,000
Keith Smith (Deputy
Chair)
$115,000
(Deputy Chair)
-
(Chair)
-
(member)
-
(member)
-
(Chair)
-
(member)
- $8,000
2
$123,000
James Ogden
1
$38,000 ------ $8,000
2
$46,000
Tony Balfour $78,525 -
$6,000
(Chair)
--
-
(member)
-- $84,525
Stephen Tindall
3
$78,525 -
$6,000
(member)
-
-
(member)
-
(member)
-- $84,525
Vanessa Stoddart
1
$37,000 ------- $37,000
Julia Raue $78,525
$7,500
(member)
-- -
-
(Chair)
-- $86,025
John Journee $78,525
$7,500
(member)
-- -
-
(member)
-- $86,025
BOARD/COMMITTEE NAMEPOSITIONFEES (PER ANNUM)
Board of Directors
Chair $166,000
1
Deputy Chair $115,000
1
Member $78,525
Audit and Risk Committee
Chair $15,000
Member $7,500
People and Remuneration Committee
Chair $12,000
Member $6,000
Health, Safety and Wellbeing Committee
Chair $12,000
Member-
Corporate Governance and Nominations Committee
Chair-
Member-
Disclosure Committee
Chair-
Member-
1
Includes attendances at committee meetings
1
Retired November 2017
2
Fees in their capacity as directors with the Company's discontinued Financial Services Business
3
Director fees on-paid to
Robbie Tindall, Alternate Director
Governance report
The fees paid to non-executive directors for services in their capacity as directors during the year ended 29 July 2018 totalling $721,100 were paid as follows:
The Warehouse Group Limited106
Engagement of the external auditor
The Company’s external auditor is PricewaterhouseCoopers (“PwC”). PwC
was appointed by shareholders at the 2004 Annual Meeting in accordance
with the provisions of the Companies Act 1993 (Act). PwC is automatically
reappointed as auditor under Section 200 of the Act.
Attendance at the Annual Meeting
PwC, as auditor of the 2018 Financial Statements, has been invited to attend
this year’s Annual Meeting and will be available to answer questions about
the conduct of the audit, preparation and content of the auditors’ report,
accounting policies adopted by The Warehouse Group Limited and the
independence of the auditor in relation to the conduct of the audit.
The Company’s corporate legal advisers, Russell McVeagh, will also attend
the Annual Meeting.
Internal audit
The Company has an internal audit function which is independent of the
Company’s external auditors. The internal audit function of the Company is
undertaken by Ernst and Young and the Company's internal audit team. The
respective internal audit teams report to and are directed by the Audit and
Risk Committee.
Each year, the internal audit programme is approved by the Audit and Risk
Committee. The programme of audit work considers the most significant
areas of business risk in the Company and is developed following
discussions with senior management, review of the business process model
of the Company and consideration of the findings of the strategic risk
assessment. The programme considers risks also in relation to major projects
that are planned or currently under way.
The role of internal audit is to:
• assess the design and operating effectiveness of controls governing
key operations, processes and business risks;
• provide the Board with an assessment, independent of management, as to
the adequacy of the Company’s internal operating and financial controls,
business processes, systems and practices; and
• assist the Board in meeting its corporate governance and regulatory
responsibilities.
SHAREHOLDER RIGHTS AND RELATIONS
“The Board should respect the rights of shareholders and foster
constructive relationships with shareholders that encourage them
to engage with the issuer.”
The Company is committed to providing a high standard of communication
to its investors. The Company believes effective communication achieved by
equal access to timely, accurate and complete information allows investors to
make informed assessments of the Company’s value and prospects. Investor
communication is governed by the Shareholder Communication Policy.
The Company has an investor relations programme which includes
communication through:
• periodic and continuous disclosure to NZX;
• interim and annual reports;
• the Annual Shareholders’ Meeting (ASM);
• the Company’s website which includes financial and operational
information, and key Corporate Governance information; and
• analyst and investor briefings and roadshows.
Engagement with investors
The Company values its dialogue with strategic stakeholders, institutional
and retail investors, and believes effective engagement benefits both
the Company and investors. ASMs, analyst and investor briefings and
roadshows provide an important opportunity for this dialogue. Shareholders
also have the opportunity to direct questions and comments through
investor@twgoup.co.nz.
RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by
the issuer and how to manage them. The Board should regularly verify that
the issuer has appropriate processes that identify and manage potential and
material risks.”
Risk Management Framework
Risk is the chance of something happening that will have an impact on
business objectives. Having established an acceptable risk tolerance,
the Company’s approach is to identify, analyse, evaluate and appropriately
manage risk in the business.
The Company recognises three main types of risk:
• Operational risk – risk to earnings and reputation arising from inadequate
or failed internal processes, people and systems or from external events;
• Business risk – risk to earnings and reputation from business event risk,
legal, compliance or regulatory risk; and
• Market risk – risk to earnings and reputation arising from competitor
activity, product risk and risk associated with changes in financial markets
(such as interest rate, foreign exchange and liquidity risk).
Material risks identified
Information on material risks the business faces and how they are managed,
is outlined on pages 68-71.
Risk management roles and responsibilities
The Board is responsible for reviewing and approving the Company’s risk
management strategy. The Board delegates day-to-day management of risk
to the CEO who may further delegate such responsibilities to executive and
other officers. Inherent in this delegation is the belief that responsibility for
managing risks in the business is the domain of the business unit.
Risk monitoring and evaluation
While the Board of Directors is ultimately responsible for the risk management
of the Company, the Audit and Risk Committee reviews the reports of
management and the external and internal auditors on the effectiveness of
systems for internal control, financial reporting and risk management. To assist
in discharging this responsibility, the Board has in place a number of strategies
designed to safeguard the Company’s assets and interests and ensure the
integrity of reporting. These reports include quarterly reviews of store audit
results and quarterly reports on internal audit findings.
Health and safety
The Company’s approach and process on health and safety initiatives can
be found on pages 44-51.
AUDITORS
“The Board should ensure the quality and independence of the external
audit process.”
Approach to audit governance
The independence of the external auditor is of particular importance to
shareholders and the Board. The Audit and Risk Committee is responsible
for overseeing the external audit of the Company. Accordingly, it monitors
developments in the areas of audit and threats to audit independence to
ensure its policies and practices are consistent with emerging best practice
in these areas.
The Board has adopted a policy on audit independence, the key elements
of which are:
• the external auditor must remain independent of the Company at all times
and comply with the Chartered Accountants Australia and New Zealand
(CAANZ) Code of Ethics;
• the external auditor must monitor its independence and annually report
to the Board that it has remained independent;
• the audit firm is permitted to provide certain non-audit services, set
out in the Audit and Risk Management Committee Charter, that are not
considered to be in conflict with the preservation of the independence
of the auditor; and
• the Audit and Risk Committee must approve significant permissible non-
audit work assignments that are awarded to an external auditor, and the
value of non-audit work must be reported at every Board meeting.
Governance report
Annual Report 2018107
Website
The Company’s website contains a comprehensive set of investor-related
material and data including NZX disclosures and media releases, interim and
annual reports, share-price and dividend information, shareholder meeting
materials and all of the Company’s governance charters and policies.
Annual Shareholders Meeting (ASM)
The ASM provides an opportunity for Directors, the Group CEO, senior
management and the Company’s external auditor to meet shareholders and
answer any questions they may have.
The ASM is held at a convenient time and location as well as being webcast
to maximise participation. The 2018 ASM will be held on 23 November 2018.
The Notice of Meeting will be circulated as soon as possible (at least 28 days
before the meeting) and will be posted on the Company’s website.
In accordance with the Companies Act and Listing Rules, the Company
refers any significant matters to shareholders for approval at the ASM, and
shareholders are given the opportunity to vote by proxy ahead of the meeting
or by polling if attending the meeting in person.
Electronic communication
A key component of the Company’s strategy is cost effectiveness and
minimising the Company’s impact on the environment. Therefore, in 2016
the Board moved to electronic reporting. We understand this does not suit
everyone, so shareholders can request a hard copy of the annual or interim
report to be mailed to them free of charge by contacting Computershare,
our share registrar. We would also encourage shareholders to provide their
email addresses to Computershare to enable them to receive all other
shareholder materials electronically.
Computershare Investor Services Limited
Telephone: +64 9 488 8777
Email: investor@twgroup.co.nz
Difference in practice to the NZX Code
The Company believes it substantially complies with the 2017 NZX code,
with the exception of Recommendation 2.5 Measurements for Diversity.
The Board considers good progress has been made in respect of Diversity
and Inclusion. While quantitative and qualitative measures are in place, the
Company intends to enhance its quantitative measures going forward.
Statutory Disclosures
The Warehouse Group Limited108
DISCLOSURES OF INTERESTS BY DIRECTORS
General disclosures
The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the Companies Act 1993:
INDEMNITY AND INSURANCE
In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has provided insurance for, and indemnities to,
Directors and employees of the Group and its subsidiaries for losses from actions undertaken in the course of their legitimate duties. The insurance includes
indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity.
Statutory Disclosures
ANTONY (TONY) BALFOUR
Director, Les Mills International Limited
Director, Methven Limited
Director, Mt Difficulty Wines Limited
Director, Real Journeys Limited and subsidiaries
Director, Silver Fern Farms Co-operative Limited
JOHN JOURNEE
Chairman, Flux Foundation Limited (resigned)
Chairman, Max Fashions Holdings Limited and subsidiary
Director, Southern Hospitality Limited (resigned)
Director, Vanishing Point Limited
KEITH SMITH
Chairman, Anderson & O’Leary Limited
Chairman, Goodman (NZ) Limited
Chairman, Healthcare Holdings Limited and subsidiaries
Chairman, Mobile Surgical Services Limited
Chairman, H J Asmuss & Co Limited and subsidiaries
Director, Community Financial Services Limited
Director, Electronic Navigation Limited (resigned)
Director, Enterprise Group Limited and subsidiaries
Director, Gwendoline Holdings Limited (non-trading)
Director, James Raymond Holdings Limited (non-trading)
Director, The Ascot Hospital & Clinics Limited and subsidiaries
Director, Mercury NZ Limited
Director, Tree Scape Limited
Director, Westland Co-operative Dairy Limited
Member, Advisory Board NZ Tax Traders Limited
Trustee, Cornwall Park Trust Board
JULIA RAUE
Director, Jade Software Corporation Limited
Director, Southern Cross Health Society
Director, Television New Zealand Limited
Director, Z Energy Limited
Director & Shareholder, Rowdy Consulting Limited
Member, Risk & Audit Committee of The Treasury
JOAN WITHERS
Chair, Mercury NZ Limited
Director, ANZ Bank New Zealand Limited
Director, On Being Bold Limited
Member, MBIE Economic Development Challenge Group
Trustee, Sweet Louise Foundation
SIR STEPHEN TINDALL
Founding Director, KEA New Zealand
Director, Branches Station Limited
Director, Byron Corporation Limited
Director, Foundation Services Limited
Director, Elliott Street No 5 Limited
Director, K One W One Limited
Director, K One W One (No.2) Limited
Director, K One W One (No.3) Limited
Director, K One W One (No.4) Limited
Director, Lake Pupuke Investments Limited
Director, Norwood Investments Limited
Director, No Holdings Limited
Director, The Gorse Company Limited
Director, Team New Zealand Limited
Director, America’s Cup Event Limited
Trustee, Team New Zealand Trust
Trustee, The Tindall Foundation
Shareholder*, Solar City Ltd
Shareholder*, Velocity Made Good Holdings Ltd
Shareholder*, Ask Nicely Ltd
Shareholder*, Auror Ltd
Shareholder*, Career Engagement Group Ltd
Shareholder*, MEA Mobile Ltd
Shareholder*, PicsOS Ltd
Shareholder*, Qotient Group Ltd
Shareholder*, SLI Systems Ltd
Shareholder*, Snakk Media Ltd
Shareholder*, Sportsground Ltd
Shareholder*, TNX Ltd
Shareholder*, 1Above Ltd
Shareholder*, VWork Ltd
*Indirect interest
ROBERT TINDALL (ALTERNATE DIRECTOR)
#
Trustee, The Tindall Foundation
Director, Foundation Services Limited
Director, Franklin Smith Limited
Director, K One W One Limited
Director, K One W One (No.2) Limited
Director, K One W One (No.3) Limited
Director, K One W One (No.4) Limited
#alternate to Sir Stephen Tindall
Annual Report 2018109
Statutory Disclosures
Share dealings by Directors
During the year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant interest
in shares as follows:
Directors’ shareholdings as at 29 July 2018
At 29 July 2018 the following directors, or entities related to them, held interests in the Company shares:
Major shareholdings in which more than one Director has an interest in the same parcel of shares are as follows:
• Sir Stephen Tindall and Robert Tindall both hold an interest in 93,687,096 shares and other smaller parcels by virtue of their family relationship.
DIRECTORS’ SECURITY PARTICIPATION
BENEFICIAL
INTEREST
BENEFICIAL
INTEREST
NON-BENEFICIAL
INTEREST
NON-BENEFICIAL
INTEREST
RELATED
PARTY
RELATED
PARTY
201820172018201720182017
J Journee172,000172,000
K R Smith 13,25013,2507,602,5728,155,45532,80032,800
R J Tindall
1
4,8004,8007,233,2527,233,25284,738,51184,738,511
Sir Stephen Tindall93,687,09693,687,0967,986,0507,986,0509,6009,600
J Withers8,9141,797,6972,350,580
SHARE TRANSACTION
DATE OF
TRANSACTION
NUMBER OF
ORDINARY SHARES
ACQUIRED/(DISPOSED)CONSIDERATION
J Withers and K R Smith as trustees of The Warehouse
Management Trustee Company No.2 Limited
November 2017(552,883)
Settlement of obligations
under the executive share scheme
J H OgdenNovember 2017(59,000)
On market sale of shares at an
average price of $2.11 per share
K R SmithDecember 2017(4,530,947)Nil, resignation as Trustee
1
Alternate director
The Warehouse Group Limited110
COMPANYDIRECTORS
1-Day LimitedK Nickels
1-Day LiquorK Nickels
Bond and Bond LimitedB Moors, K Nickels
Boye Developments LimitedK Nickels, M Yeoman
Diners Club (NZ) Limited
M Yeoman, K Nickels, G Hansen (R), M Laing (R), J Ogden (R),
K Smith (R), N Grayston (R)
Eldamos Investments LimitedP Judd, K Nickels, P Okhovat
Eldamos Nominees LimitedP Judd
Noel Leeming Finance LimitedB Moors
Noel Leeming Financial Services LimitedB Moors, K Nickels
Noel Leeming Furniture LimitedB Moors, K Nickels
Noel Leeming LimitedB Moors, K Nickels
Noel Leeming Group LimitedB Moors, K Nickels
The Book Depot LimitedK Nickels
The Warehouse Card LimitedK Nickels
The Warehouse Group Support Services LimitedP Judd, K Nickels
The Warehouse Group Investments LimitedN Grayston, T Kasbe, K Nickels, M Yeoman
The Warehouse Investments LimitedK Nickels
The Warehouse LimitedP Judd, K Smith, N Grayston, M Yeoman
The Warehouse Nominees LimitedK Nickels, B Moors
Torpedo7 LimitedP Okhovat, B Moors
TWGA Pty LtdI McGill, B Moors, K Smith, Sir Stephen Tindall
TWL Australia Pty LimitedI McGill, B Moors, K Smith, Sir Stephen Tindall
TWL Products Limited B Moors
TWP No.1 LimitedP Judd, N Tuck
TWP No.3 LimitedP Judd, K Nickels, N Tuck
TWP No.4 LimitedB Moors, K Nickels
TWP No.5 LimitedB Moors, P Okhovat
TWP No.6 LimitedG Hansen (R), M Laing (R), J Ogden (R), K Smith, M Yeoman
Waikato Valley Chocolates LimitedN Craig, P Judd, M Razey, H Vetsch, J Adams (R), M Anderson
Warehouse Stationery LimitedP Judd, P Okhovat
SUBSIDIARY COMPANY DIRECTORS
The following people held office as Directors of subsidiary companies at 29 July 2018. Those who retired during the year are indicated with an ('R').
Statutory Disclosures
Annual Report 2018111
REMUNERATIONNUMBER OF TEAM MEMBERS
($000)
EXCLUDING
SHARE BASED
REMUNERATION
INCLUDING
SHARE BASED
REMUNERATION
100 - 11084 84
110 - 12064 63
120 - 13065 66
130 - 14055 54
140 - 15024 24
150 - 16033 33
160 - 17027 24
170 - 18013 17
180 - 19012 11
190 - 20012 13
200 - 21010 9
210 - 2201 2
220 - 2305 5
230 - 2407 5
240 - 2503 2
250 - 2607 7
260 - 2701 3
270 - 2805 3
280 - 2905 5
290 - 3002 3
300 - 3102 2
310 - 3203 3
320 - 3307 5
330 - 3402 -
340 - 3501 5
REMUNERATIONNUMBER OF TEAM MEMBERS
($000)
EXCLUDING
SHARE BASED
REMUNERATION
INCLUDING
SHARE BASED
REMUNERATION
350 - 360- 1
360 - 3702 -
370 - 3802 2
380 - 3901 2
390 - 4001 1
400 - 410- 1
420 - 4301 1
430 - 4401 1
450 - 4601 1
470 - 4801 -
480 - 4901 1
490 - 5001 2
510 - 5201 2
620 - 6302 -
640 - 650- 1
650 - 660- 1
690 - 7001 -
750 - 760- 1
760 - 7701 1
870 - 8801 -
940 - 950- 1
970 - 9801 -
1040 - 10501 1
1100 - 1110- 1
1780 - 17901 1
TEAM MEMBERS’ REMUNERATION
Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members, not being
directors or former directors, who received remuneration and other benefits valued at or exceeding $100,000 during the year under review.
Remuneration includes redundancy payments and termination payments made during the year to Team Members whose remuneration would not
otherwise have been included in the table reported below.
Team Members also received share-based remuneration during the year as part of the Group’s long-term incentive plans (refer note 14 to the financial
statements). The amount attributed to share-based remuneration presented in the table below represents the value to the employee of the compensation
determined using the share price on the date when share options were exercised by the Team Member and/or the share price on the date when share
rights vested.
Statutory Disclosures
The Warehouse Group Limited112
Statutory Disclosures
DESCRIPTIONPERFORMANCE MEASURESPERCENTAGE ACHIEVED
STISet at 50% of base salary for On Target performance.
Combination of financial and non–financial
performance measures.
For this to be payable, the Group must firstly achieve
a gate opener of at least 80% of budgeted Adjusted
NPAT and a minimum level of individual performance
must be achieved.
Financial Measures: 70% weighting:
A combination of achieving EBIT targets for Group and
Financial Services, reducing working capital, and reducing
cost of doing business.
70% x 108%
Individual Measures 30% weighting:
Individual goals relate to delivery of strategic imperatives,
delivering operational imperatives, health and safety,
leadership and community.
30% x 110%
LTICash-based scheme. Potential 50% of base salary
for On Target performance for FY18.
100% weighting based on the three–year average Group
Adjusted NPAT achieved, calculated as a percentage of the
budgeted Group Adjusted NPAT. 50% of potential paid if
>95% of target achieved, increasing to a maximum of 150%
of potential for achievement of 125% of target.
To be set in
September 2020
BASE PACKAGEPAY FOR PERFORMANCE
SALARY
TAXABLE
BENEFITS
SUBTOTALSTILTISUBTOTAL
TOTAL
REMUNERATION
Nick Grayston1,415541,4687687682,236
YEARGROUP CEOTOTAL EARNINGSBASE
TAXABLE
BENEFITSSTI
STI AS % OF
MAXIMUMLTI
FY18Nick Grayston2,2361,4155476896%-
FY17Nick Grayston1,7731,4152533331%-
FY16Nick Grayston1,398934*-464*66%-
Mark Powell64673326--(103)
FY15Mark Powell1,5941,26338--293
FY14Mark Powell1,5611,22751--283
* The FY16 base salary and STI payment for Nick Grayston were pro-rata based on his start date of November 2015.
REMUNERATION REPORT
1. Group CEO remuneration FY18
2. 5 year summary of group CEO remuneration
3. Breakdown of pay for performance (FY18)
4. 5 year summary of total shareholder return performance
TOTAL SHAREHOLDER RETURN
FY14 -16.9%
FY15 -11.0%
FY16 15.2%
FY17 -18.9%
FY18 3.3%
Explanation of the above items
1 The FY18 STI figure for Nick Grayston represents a payment equivalent to 109% of this potential (96% of maximum potential) for delivery of financial and
individual goals (see breakdown below).
2 No LTI will be payable for Nick Grayston until October 2019 when the three-year performance cycle is completed.
3 Nick Grayston joined the Group in November 2015 and replaced Mark Powell, who left at the end of January 2016 following a three-month
handover period.
4 Taxable benefits are the cash value of employer contributions to Kiwisaver contributions made before any employer superannuation contribution tax
(ESCT) has been withheld.
5 The LTI for Mark Powell was equity-settled share-based compensation and represents the annual expense recognised in the income statement for share
rights granted to executives on the fair value of the share rights measured at grant date, which is likely to be different from the market value of the share
rights at the date when and if the share rights vest.
30%
20%
0%
10%
-20%
-10%
F14F15F16F17F18
Annual Report 2018113
Statutory Disclosures
YEAR INVITED% OF SALARYSETTLEMENTPERFORMANCE PERIODMEASURE
FY1850%CashAugust 2017 to July 2020
Three-year average Group Adjusted NPAT achieved calculated
as a percentage of the budgeted Group Adjusted NPAT.
FY1950%CashAugust 2018 to July 2021
Three-year average Group Adjusted NPAT achieved calculated
as a percentage of the budgeted Group Adjusted NPAT.
DESCRIPTIONPERFORMANCE MEASURES
1. Group CEO Pay as a Multiple35.8 measured on fixed remuneration. Median hourly rate of all Team Members is $19.21 per hour.
2 TSR Methodology
Total Shareholder Return has been calculated as the movement in the share price during the period plus any
dividends paid.
3. Board Discretion
The Board of Directors has not exercised any discretion with regards to Group CEO remuneration for FY18.
Any payments made or forecasted are in line with contractual or scheme criteria.
4. OmissionsNo information has been omitted relating to Group CEO remuneration.
5. Any Other ItemsThere are no other items payable payable to the Group CEO that are not disclosed.
6. BenefitsThere are no benefits attributable to the Group CEO due to any loans made.
7. WithholdingsNo part of the Group CEO remuneration has been withheld for any purpose.
8. Estimates
The potential package for Nick Grayston for FY19 has been calculated assuming 100% achievement of financial and
individual goals for the STI.. The Taxable Benefits relate to Kiwisaver contributions and assumes 100% payment of the STI.
9. Related PartiesNo related parties are involved with the Group CEO remuneration.
10. Payments to Past Group CEOsNo additional payments were made to previous Group CEOs during FY18.
11. Fair Value Calculations
Refer to the Executive Long Term Plan note to the financial statements for details regarding the fair value calculation
of equity-settled remuneration for the previous Group CEO.
Explanation: Base salary is set at $1.432 million for the financial year. STI is 50% of base salary for On Target performance. The gate for payment is 95%
of budgeted Group EBIT and this would result in an STI of 25% of base salary. A maximum of 68% of base salary is payable if 200% of individual goals are
exceeded and 110% of budgeted EBIT is achieved. The STI is split: 70% based on Group financial results and 30% individual performance against goals.
LTI is 50% of base salary, settled in cash, and is payable at the end of the three-year performance period. The gate for payment is 95% of budgeted Group
Adjusted NPAT and this would result in LTI of 25% of base salary. A maximum of 75% of base salary is payable if 125% of budgeted Group Adjusted NPAT
is achieved.
REMUNERATION POLICY AND DISCLOSURES
5. Potential Group CEO remuneration (FY19)
BASEON TARGETMAXIMUM
4000
3000
1000
2000
0
100%41%
28%
31%
50%
LTI
STI
BASE
BASE PACKAGEPAY FOR PERFORMANCE
$000SALARY
TAXABLE
BENEFITS
SUBTOTALSTILTISUBTOTAL
TOTAL
REMUNERATION
Nick Grayston1,432641,4877167161,4322,919
6. Scheme Investments awarded to Group CEO
7. Required disclosures per guidelines
25%
25%
The Warehouse Group Limited114
NUMBER OF
ORDINARY SHARES
PERCENTAGE OF
ORDINARY SHARES
Sir Stephen Tindall93,687,09627.01%
The Tindall Foundation Inc73,920,49621.31%
James Pascoe Limited67,254,04219.39%
Cash Wholesalers Limited10,373,3632.99%
Foodstuffs Auckland Nominees Limited10,373,3632.99%
Wardell Bros & Coy Ltd10,373,3632.99%
Citibank Nominees (New Zealand) Limited - NZCSD A/C5,200,6331.50%
Sir Stephen Tindall, JR Avery and B Mayo-Smith (as Trustees)3,778,1491.09%
RG Tindall, GM Tindall, Sir Stephen Tindall & Pupuke Trustee Limited (as Trustees)3,455,1031.00%
Accident Compensation Corporation - NZCSD 2,655,4590.77%
HSBC Nominees (New Zealand) Limited - NZCSD1,808,4510.52%
JB Were (NZ) Nominees Limited1,639,3180.47%
HSBC Nominees (New Zealand) Limited - NZCSD1,215,3080.35%
The Warehouse Management Trustee Company No.2 Limited781,8220.23%
Stephen Robert Tindall and John Richard Avery and Brian Mayo-Smith 752,7980.22%
FNZ Custodians Limited700,4660.20%
The Warehouse Management Trustee Company Limited667,1740.19%
James Raymond Holdings Limited600,0000.17%
Custodial Services Limited <A/C 4>510,1550.15%
Custodial Services Limited <A/C 3>480,0710.14%
290,226,630 83.68%
RELEVANT
INTEREST
DATE OF
NOTICE
James Pascoe Limited68,270,08110 May 2018
Wardell Bros & Coy Limited, Cash Wholesalers Limited and Foodstuffs (Auckland) Nominees Limited31,120,08923 March 2007
Sir Stephen Tindall84,141,52419 March 2004
The Tindall Foundation66,323,22019 March 2004
1
New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 31 July
2018 total holdings in NZSCD were 11,723,026 or 3.38% of shares on issue.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 29 July 2018, the substantial product holders in the
Company and their relevant interests are noted below:
Statutory Disclosures
TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 31 JULY 2018
Annual Report 2018115
Statutory Disclosures
SIZE OF SHAREHOLDING
NUMBER OF
SHAREHOLDERS PERCENTAGE
NUMBER OF
SHARES PERCENTAGE
1 - 1,000 3,886 36.61% 1,828,475 0.53%
1,001 - 5,000 4,372 41.19% 9,637,973 2.78%
5,001 - 10,000 1,135 10.69% 7,432,744 2.14%
10,001 - 100,000 1,140 10.74% 25,287,077 7.29%
100,000 and over 82 0.77% 302,656,851 87.26%
10,615 100.00% 346,843,120 100.00%
GEOGRAPHIC DISTRIBUTION
Auckland and Northland 4,062 38.27% 305,040,447 87.95%
Waikato and Central North Island 2,226 20.97% 11,789,440 3.40%
Lower North Island and Wellington 1,505 14.18% 7,661,823 2.21%
Canterbury, Marlborough and Westland 1,133 10.67% 16,159,712 4.66%
Otago and Southland 745 7.02% 3,635,243 1.05%
Australia 793 7.47% 1,402,285 0.40%
Other Overseas 151 1.42% 1,154,170 0.33%
10,615 100.00% 346,843,120 100.00%
SIZE OF BONDHOLDING
NUMBER OF
BONDHOLDERS PERCENTAGE
NUMBER
OF BONDS PERCENTAGE
5,000 - 9,999 616 31.53% 3,866,000 3.08%
10,000 - 49,999 1,119 57.27% 20,457,000 16.37%
50,000 - 99,999 123 6.29% 7,698,000 6.16%
100,000 - 499,999 81 4.15% 11,657,000 9.33%
500,000 - 999,999 3 0.15% 1,636,000 1.31%
1,000,000 and over 12 0.61% 79,686,000 63.75%
1,954 100.00% 125,000,000 100.00%
GEOGRAPHIC DISTRIBUTION
Auckland and Northland 778 39.82% 38,562,000 30.85%
Waikato and Central North Island 343 17.55% 46,988,000 37.59%
Lower North Island and Wellington 399 20.42% 16,066,000 12.85%
Canterbury, Marlborough and Westland 225 11.51% 3,087,000 2.47%
Otago and Southland 202 10.34% 20,188,000 16.15%
Australia - - - -
Other Overseas 7 0.36% 109,000 0.09%
1,954 100.00% 125,000,000 100.00%
DISTRIBUTION OF BONDHOLDERS AND HOLDINGS AS AT 31 JULY 2018
DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 31 JULY 2018
The Warehouse Group Limited116
Other Statutory Information
STOCK EXCHANGE LISTING
The ordinary shares of The Warehouse Group Limited are listed on the
New Zealand Stock Exchange (NZX).
ORDINARY SHARES
The total number of voting securities of the company on issue
on 31 July 2018 was 346,843,120 fully paid ordinary shares.
Holders of each class of equity security as at 31 July 2018
RIGHTS ATTACHING TO SHARES
Clauses 20-22 of the Company’s constitution set out the voting rights of
shareholders. Ordinary shares in the Company each carry a right to vote on
a poll at any general meeting of shareholders on any resolution. Holders of
ordinary shares may vote at a meeting in person, or by proxy, representative
or attorney. Voting may be conducted by voice, a show of hands or a poll.
Each of the Company’s ordinary shares entitles the holder to one vote.
ON-MARKET SHARE BUY-BACKS
The Company is not, at the date of this annual report, undertaking any
on-market share buy-backs.
ESCROW
Apart from the shares held under the Staff Purchase Plan, the Company
has no securities subject to an escrow agreement.
DIVIDENDS ON ORDINARY SHARES
The Warehouse Group Limited has paid dividends on its ordinary shares
every year without interruption since listing on the New Zealand Stock
Exchange in 1994. The Group’s current dividend policy was approved by the
board in September 2015, commencing from the 2016 financial year. The
Group’s dividend policy is to distribute between 75% and 85% of the Retail
Group’s adjusted net profit to shareholders.
On 20 September 2018 the Directors declared a fully imputed final dividend
of 6.0 cents per share bringing the total dividend for the year to 16.0 cents
per share. The dividends will be fully imputed at a rate of 28.0% and will be
paid on 6 December 2018 to all shareholders on the share register at the
close of business on 23 November 2018.
The dividends declared for each of the last five financial years were
as follows:
Cents per share
AUDITOR
PricewaterhouseCoopers have continued to act as auditors of the Company,
and have undertaken the audit of the financial statements for the 29 July
2018 year.
DISCIPLINARY ACTION
The NZX has not taken any disciplinary action against the Company during
the period under review.
DONATIONS
In accordance with section 211(1)(h) of the Companies Act 1993, the
Company records that it donated $663,000 (2017: $634,000) to various
charities during the year. In line with Board policy, no political contributions
were made during the year.
NZX WAIVERS
Details of all waivers granted and published by NZX within or relied upon by
the Company in the 12 months immediately preceding the date two months
before the date of publication of this annual report are available
on the Company’s website www.thewarehousegroup.co.nz
CLASS OF EQUITY
SECURITY
NUMBER OF
HOLDERS
NUMBER OF
SHARES OR RIGHTS
Ordinary Shares10,615346,843,120
Share Rights32628,000
DIVIDENDS20182017201620152014
Interim 10.010.011.011.013.0
Final6.06.05.05.06.0
Total16.016.016.016.019.0
---
Notice pursuant to Section 209 of the Companies Act 1993
and the NZX Main Board Listing Rules
Dear Security holder,
We have pleasure in informing you that our 2018 Annual Report is now available online at www.
thewarehousegroup.co.nz.
Our Annual and Half-year reports are no longer automatically mailed and will instead be uploaded to,
and made publicly available on our website at www.thewarehousegroup.co.nz. We encourage you to
access the documents online as this reduces costs and benefits the environment.
You still have the right to continue to receive hard copies of the reports
Even though the Annual Report is available on our website you can still request that a hard copy
be mailed to you free of charge. To receive a posted copy of the 2018 Annual Report, please tick the
box below, fold this notice where indicated, and return it by mail, or fax to Computershare Investor
Services Limited on +64 9 488 8787 within 15 working days of receiving this notice.
We will then mail the Annual Report, and any future reports, to you as hard copies until you tell us
in writing not to. If you wish to change your communication preference in future you will need to
send written notice of this change to Computershare Investor Services Limited at Private Bag 92119,
Auckland 1142, or update your communication preference online as mentioned below.
If you do not require printed copies of the Annual or Half-year Reports to be mailed to you, then no
action on your part is required.
Please note that The Warehouse Group Limited does not prepare a concise Annual Report.
If you would like to register to receive all future shareholder communications from us by email, or to
update your report options please visit www.investorcentre.com/nz and log in. Select ‘My profile’ and
click on the ‘update’ button on the communication preferences tile. You will need your CSN or Holder
Number and FIN to access Investor Centre and register your account. You will have ongoing access
to this service with your own User ID and password.
Joan Withers
Chair
21 September 2018
Dear Securityholder,
We have pleasure in informing you that our 2017 Annual Report is now available
online at www.thewarehousegroup.co.nz.
Our Annual and Half-year reports are no longer automatically mailed and will instead
be uploaded to, and make publicly available on www.thewarehousegroup.co.nz.
We encourage you to access the documents online as this reduces costs
and benefits the environment.
You still have the right to continue to receive hard copies of the reports
Even though the Annual Report is available on our website you can still request
that a hard copy be mailed to you free of charge. To receive a posted copy of the
2017 Annual Report, please tick the box below, fold this notice where indicated,
and return it by mail or fax to Computershare Investor Services Limited on
+64 9 488 8787 within 15 working days of receiving this notice.
We will then mail the Annual Report, and any future reports, to you as hard copies
until you tell us in writing not to. If you wish to change your election in the future
you will need to send written notice of this change to Computershare Investor
Services Limited at Private Bag 92119, Auckland 1142, or update your communication
preference online as mentioned below.
If you do not require printed copies of the Annual or Half-year Reports to be mailed
to you, then no action on your part is required.
Please note that The Warehouse Group Limited does not prepare a concise
Annual Report.
If you would like to register to receive all future shareholder communications from us
by email, or to update your report options please visit www.investorcentre.com/nz
and log in. Select ‘My profile’ and click on the ‘update’ button on the communication
preferences tile. You will need your CSN or Holder Number and FIN to access
Investor Centre and register your account. You will have ongoing access to this
service with your own User ID and password.
Notice pursuant to Section 209 of the Companies Act 1993
and the NZX Main Board Listing Rules
Please tick:
ONLY COMPLETE THIS
SECTION IF YOU WISH
TO RECEIVE A PRINTED
COPY OF THE REPORTS
Dear Scuityholrc
e
eeedr,hciuWvp
I/We request to receive a printed copy of
The Warehouse Group Limited’s Annual Report
and Half-year Report (when available) each year.
Joan Withers
Chair
18 October 2017
REPORT REQUEST
Dear Securityholder,
We have pleasure in informing you that our 2017 Annual Report is now available
online at www.thewarehousegroup.co.nz.
Our Annual and Half-year reports are no longer automatically mailed and will instead
be uploaded to, and make publicly available on www.thewarehousegroup.co.nz.
We encourage you to access the documents online as this reduces costs
and benefits the environment.
You still have the right to continue to receive hard copies of the reports
Even though the Annual Report is available on our website you can still request
that a hard copy be mailed to you free of charge. To receive a posted copy of the
2017 Annual Report, please tick the box below, fold this notice where indicated,
and return it by mail or fax to Computershare Investor Services Limited on
+64 9 488 8787 within 15 working days of receiving this notice.
We will then mail the Annual Report, and any future reports, to you as hard copies
until you tell us in writing not to. If you wish to change your election in the future
you will need to send written notice of this change to Computershare Investor
Services Limited at Private Bag 92119, Auckland 1142, or update your communication
preference online as mentioned below.
If you do not require printed copies of the Annual or Half-year Reports to be mailed
to you, then no action on your part is required.
Please note that The Warehouse Group Limited does not prepare a concise
Annual Report.
If you would like to register to receive all future shareholder communications from us
by email, or to update your report options please visit www.investorcentre.com/nz
and log in. Select ‘My profile’ and click on the ‘update’ button on the communication
preferences tile. You will need your CSN or Holder Number and FIN to access
Investor Centre and register your account. You will have ongoing access to this
service with your own User ID and password.
Notice pursuant to Section 209 of the Companies Act 1993
and the NZX Main Board Listing Rules
Please tick:
ONLY COMPLETE THIS
SECTION IF YOU WISH
TO RECEIVE A PRINTED
COPY OF THE REPORTS
— Securityholder
Reporting.
I/We request to receive a printed copy of
The Warehouse Group Limited’s Annual Report
and Half-year Report (when available) each year.
Joan Withers
Chair
18 October 2017
REPORT REQUEST
Security holderReporting
Dear Securityholder,
We have pleasure in informing you that our 2017 Annual Report is now available
online at www.thewarehousegroup.co.nz.
Our Annual and Half-year reports are no longer automatically mailed and will instead
be uploaded to, and make publicly available on www.thewarehousegroup.co.nz.
We encourage you to access the documents online as this reduces costs
and benefits the environment.
You still have the right to continue to receive hard copies of the reports
Even though the Annual Report is available on our website you can still request
that a hard copy be mailed to you free of charge. To receive a posted copy of the
2017 Annual Report, please tick the box below, fold this notice where indicated,
and return it by mail or fax to Computershare Investor Services Limited on
+64 9 488 8787 within 15 working days of receiving this notice.
We will then mail the Annual Report, and any future reports, to you as hard copies
until you tell us in writing not to. If you wish to change your election in the future
you will need to send written notice of this change to Computershare Investor
Services Limited at Private Bag 92119, Auckland 1142, or update your communication
preference online as mentioned below.
If you do not require printed copies of the Annual or Half-year Reports to be mailed
to you, then no action on your part is required.
Please note that The Warehouse Group Limited does not prepare a concise
Annual Report.
If you would like to register to receive all future shareholder communications from us
by email, or to update your report options please visit www.investorcentre.com/nz
and log in. Select ‘My profile’ and click on the ‘update’ button on the communication
preferences tile. You will need your CSN or Holder Number and FIN to access
Investor Centre and register your account. You will have ongoing access to this
service with your own User ID and password.
Notice pursuant to Section 209 of the Companies Act 1993
and the NZX Main Board Listing Rules
Please tick:
ONLY COMPLETE THIS
SECTION IF YOU WISH
TO RECEIVE A PRINTED
COPY OF THE REPORTS
— Securityholder
Reporting.
I/We request to receive a printed copy of
The Warehouse Group Limited’s Annual Report
and Half-year Report (when available) each year.
Joan Withers
Chair
18 October 2017
REPORT REQUEST
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.