Hallenstein Glasson Holdings Limited logo

HLG Annual Report for the year ended 1 August 2018

Annual Report30 October 2018HLGConsumer Discretionary

ANNUAL REPORT 2018

HIGHLIGHTS 02
CHAIRMAN’S REPORT 04

GROUP CEO’S REPORT 06

SUSTAINABILITY MATTERS 10

HALLENSTEIN BROTHERS 12

GLASSONS 14

INDEPENDENT AUDITOR’S REPORT 16

FINANCIAL STATEMENTS 21

GENERAL DISCLOSURES 50

CORPORATE GOVERNANCE STATEMENT 54

SHAREHOLDER INFORMATION 59

DIRECTORY & CALENDAR 61

IT’S BEEN A STRONG YEAR FOR
HALLENSTEIN GLASSON HOLDINGS.

DRIVEN BY OUR TEAMS ACROSS THE GROUP, SALES HAVE INCREASED BY

16% AND NET PROFIT IS UP 58%. OUR BRANDS BUILT STRENGTH BY BEING

CREATIVE, INNOVATIVE, BOLDER AND FASTER.

WE SHARPENED OUR FOCUS ON DELIVERING THE BEST PRODUCT, STORES AND

SERVICE. WITH IMPROVED BUYING STRATEGIES AND MORE AGILE SOURCING,

OUR CUSTOMERS ARE GETTING WHAT THEY WANT, WHEN THEY WANT IT.

WE ARE PROUD OF WHAT WE’VE ACHIEVED, AND WE ARE EXCITED ABOUT

OUR VISION AND MANDATE FOR SUSTAINABLE LONG-TERM GROWTH ACROSS

NEW ZEALAND AND AUSTRALIA.

58.4

%

NET PROFIT UP

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
02

SALES

$

278M

TOTAL EQUITY

$

68M

EARNINGS PER

ORDINARY SHARE

45.87

% OF TOTAL REVENUE

THROUGH ONLINE SALES

12.8

%

TOTAL ASSETS

$

92M

HIGHLIGHTS

HIGHLIGHTS

UP 16.2

%

UP 58.4

%


UP FROM

9

%

IN 2017


PROFIT AFTER TAX

$

27M

ONLINE SALES GROWTH

63.6

%

03
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

1,573

TEAM MEMBERS

B+

IMPROVING OUR RATING IN THE

2018 ETHICAL FASHION REPORT.

112

TOTAL STORES

ENVIRONMENT

INTRODUCING 100% RECYCLABLE

& BIODEGRADABLE PAPER BAGS

INTO OUR STORES.

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
04

The company advises that Group

sales for the 12 months to 1 August

2018 were $277.64 million,

an increase of 16.2% over the

corresponding period last year

($239.00 million). The audited

net profit after tax was $27.36

million, an increase of 58.4% over

the corresponding period last year

($17.27 million).

The 2017/18 financial year has continued

to build on the success of the previous

year. The buying strategy, investment

in digital and the improvements in

customer service and experience

that were implemented in 2017 have

supported sales and margin growth.

Combined with tighter cost control, this

has in turn led to significant net profit

growth. Whilst the trading environments

remain tough in both New Zealand and

Australia, our brands have responded

and adapted to these conditions to

deliver the strong result.

Segment Results

Glassons New Zealand

Sales for the year were $96.73 million,

an increase of 8.1% on the prior year.

Key to the performance over the last

twelve months has been our focus on

fashion, our speed to market and our

customer service. Significant investment

was made in digital throughout the year,

improving customer engagement with

our website, social media platforms as

well as in our stores.

During the year, we renovated the

Queenstown and Queensgate stores to

our new concept design, and we closed

one underperforming store in Henderson.

Planned investment is proceeding in

New Zealand for the current financial

year. We have already refurbished our

Dunedin store and have a number of

additional store upgrades scheduled.

Glassons Australia

Sales for the year were $78.42 million, an

increase of 56.7% on the prior year. We

continue to evolve our product offer in

Australia, focused on our Australian

customer. This increased emphasis,

together with our innovation in customer

service, investment in digital and speed

to market has driven sales in what

remains an increasingly challenging

retail market.

During the year two new stores,

Melbourne Central and Charlestown,

were opened and a further two stores,

Warringah and Chermside, were

refurbished into our new concept.

Planned investment is proceeding in

Australia. We have refurbished three

stores in the current season in Bondi,

Highpoint and Parramatta with

additional refurbishments scheduled in

the short term. There are also store

openings planned in The Glen and

Liverpool for later this year with some

other stores under consideration.

Hallenstein Brothers

Sales for the year were $96.89 million

(including Australia), an increase of 6.4%

on the prior year. Hallenstein Brothers

continues to build on its established

market leading position in New Zealand.

The three stores in Australia have

performed steadily and we remain

positive about the opportunity that exists

for the brand in that market. Investment

has continued in digital to help drive

sales and improve customer engagement.

During the year, the Queenstown store

was refurbished to new concept and two

small underperforming non-strategic

stores were closed.

WARREN BELL

CHAIRMAN

RESULTS FOR

FULL YEAR ENDED

1 AUGUST 2018

CHAIRMAN’S REPORT

05
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

Further investment in stores is planned

for the current financial year as well as an

extension to the Distribution Centre to

accommodate the growth in online sales.

Storm

The Storm business assets were sold

on 30th April 2018 to Blackstar Holdings

Limited. The Storm retail stores are

no longer part of the Hallenstein

Glasson Group.

E-Commerce

As a result of the Company’s ongoing

investment in digital, online sales growth

has improved at a significantly greater

rate than bricks and mortar stores.

During the last financial year, online

sales growth was 63.6% and now

represents 12.8% of Group turnover.

We will continue to invest in technology

and resources to build momentum in

this strategic area of the business into

the future.

Dividend

The Directors have declared a final

dividend of 24 cents per share (fully

imputed) to be paid on 17th December

2018. Together with the interim dividend

of 20 cents per share that was paid on

13th April 2018, the full year dividend

is 44 cents per share. This increase in

dividend payment comes as a result of

the Company’s strong balance sheet,

well controlled inventories and the

current trading patterns.

Future Outlook

The first eight weeks of the new financial

year have seen sales grow +7.2% on the

prior year. The Group continues to

improve and build on its buying strategies,

speed to market and customer service.

Strategic investment continues in digital,

as well as in new and refurbished stores.

Customers have reacted positively to new

season stock and web sales continue to

grow. The Group is focused on delivering

a strong performance going into

Christmas trading.

The outlook for the second half of the

year remains uncertain as increasing fuel

costs and the lower New Zealand and

Australian dollar puts pressure on the

margin. We will remain focused on cost

control and improving our market share

in the New Zealand and Australia fashion

apparel sector in which we operate.

An update will be provided at the

annual meeting of shareholders in

December 2018.

Warren Bell

Chairman

GROUP SALES

16.2

%


TO $277.64M

GROUP PROFIT INCREASE

58.4

%

TO $27.36M

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
06

PEOPLE,

CUSTOMER,

PRODUCT &

EXECUTION.

MARK GODDARD

GROUP CEO

GROUP CEO’S REPORT

I am extremely proud of the strong performance that

the Group has delivered through the Financial Year

ended 1 August 2018.

The results reflect strong performance in Glassons Australia and

solid growth in New Zealand across Glassons and Hallensteins.

Both brands, especially Glassons Australia, are operating in

challenging retail conditions, which makes the results achieved

all the more pleasing – they are a credit to the amazing teams we

have in place across the Group.

Our success this year can be attributed to our key strengths –

the continued improvement of our buying strategies, our focus

on being fashion forward, our investment and engagement in

digital, and an emphasis on customer service. Together with our

increasing ability to accelerate change, and our willingness to

challenge ourselves to be different, these factors set us apart

from our competition.

07
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

ACROSS THE GROUP WE

ARE CUSTOMER OBSESSED

Over the last twelve months we have

accelerated investment in improving

service to our customer. We continue

to differentiate ourselves from our

competition in our service levels, as

well as our product offering and our

in-store experience. Whilst our online

sales continue to grow in both volume

and as a percentage of our total sales, we

recognise the importance of our physical

stores and the exciting role they play in

our current and future growth plans.

We have outstanding, talented people

and teams. We are extremely proud

and protective of our culture that values

empowerment, creativity, innovation and

agility. Our passion and drive comes from

a shared belief in an entrepreneurial

spirit, and one that values and believes in

the power of the team.

Whether working in our offices,

our distribution centres or in our

stores, we know each person plays

an important role – their passion,

dedication and commitment is

directly reflected in the financial

results delivered for the year.

OUR STRENGTH IS OUR

PEOPLE AND TEAMS

A CULTURE WHERE THE

DEVELOPMENT OF OUR TEAM

AND FUTURE LEADERSHIP

IS A PRIORITY.

GROUP CEO’S REPORT

63.6

%

ONLINE

SALES GROWTH

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
08

As a Group, and within each brand,

we continue to invest in unlocking and

supporting future growth. We have

seen our investment in digital continue

to drive and support growth in both

countries, and whilst that growth online

has been strong, it’s particularly pleasing

to see that our physical stores have also

grown despite the challenging markets

that they are in. This supports our view

that digital is about engaging with our

customers and driving them in-store as

much as it is about online sales.

Whilst we continue to increase our

investment in digital, we have also

invested in new and refurbished stores.

But as strong as these new stores are,

they are not standing still. We are

constantly looking for ways to improve

them. It is essential to our brands, and

to our ongoing growth, that we give

our customers the most exciting and

engaging experience we can. This is

not just limited to innovative store

design, it encompasses the delivery

of great customer service and

outstanding product.

We have introduced a number of

new and innovative customer facing

technologies, for example ‘Be the D.J.’

where customers can choose their own

music whilst they shop. Other initiatives

include interactive and service-focused

fitting rooms, mobile payment options

and facilities, as well as technology to

help our store teams serve customers

more efficiently and to reduce store

operation stress points such as stock

management. Team and customer

feedback to date has been positive. This

gives us confidence in our plans for new

and refurbished stores during the current

financial year.

Additionally, we are investing in our

supply chain in order to support future

growth online, as well as serve our stores

better. The expansion of the Hallenstein

Brothers Distribution Centre in Auckland

is our first step in this process.

112

STORES

ACROSS THE GROUP

7 STORES

OPENED OR RENOVATED

DURING THE PAST YEAR

12.8

%

OF TOTAL REVENUE

THROUGH ONLINE SALES

BRAND EXPERIENCE AND ENGAGEMENT

IS INCREASINGLY IMPORTANT

THROUGH DIGITAL, WE AIM TO

ENGAGE WITH OUR CUSTOMERS

AND BETTER CONNECT THEM

WITH OUR STORES.

GROUP CEO’S REPORT

09
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

SUSTAINABILITY AND

ETHICAL SOURCING

We are committed to delivering better

outcomes for our customers, communities

and the environment and we are proud

of what has been achieved to date. As

a business, we are working to improve

sustainability in everything we do.

This year we were pleased to receive a

B+ rating from Baptist, and we have

recently introduced paper bags into stores

– we intend to eliminate plastic shopping

bags by early 2019. But we know a great

deal more work lies ahead. The impact

we have on the world around us will

continue to be a major focus as we strive

to integrate policies and initiatives into

our everyday business.

GLASSONS

Glassons continues to build its fashion

credentials in both Australia and

New Zealand. Our model of bringing to

market the products our customers want,

when they want it, is always evolving and

improving, as is our ability to respond to

market conditions with speed and agility.

Our in-store experience continues to be

one of the most exciting within the retail

marketplace, not only through our store

design, but with the strong and engaged

customer service levels our team delivers.

We continue to develop and invest in

our digital experience both in store and

online, and our customers are responding

well to marketing strategies which merge

the best of both these worlds.

HALLENSTEIN BROTHERS

Hallenstein Brothers continues to build

on its market leadership model in New

Zealand. Focus in the last twelve months

has been on driving key categories of

brand ownership through the business,

a shift that has been well received by

customers. The team continue to work on

innovative product, offering value as well

as engaging marketing campaigns.

As in Glassons, our investment in digital

continues to deliver strong results as the

brand drives its position in the market.

We’ve trialled a number of in-store

technologies with good success and we

look forward to rolling these out into key

stores later this year.

OUTLOOK

Whilst the new financial year has

started well, and we have seen ongoing

improvement, the outlook for the second

half and into the new calendar year

remains uncertain. Australia continues

to be a challenging retail market and

business confidence in New Zealand

has declined. Consumers on both sides

of the Tasman face ever-increasing

pressures, for example rising fuel prices,

and businesses in both countries are

experiencing legislative change as well

as challenging exchange rates.

However, as a Group, we remain

focused on those things that are within

our control. We will continue to build

and develop our team, to focus on our

customer, to develop and deliver the best

product, and to closely manage our cost

base. With these strategies and our team

in place, we are striving for continuous

improvement across our business.

Mark Goddard

Group CEO

GROUP CEO’S REPORT

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
10

SUSTAINABILITY MATTERS

HALLENSTEIN GLASSON

HOLDINGS IS COMMITTED

TO PEOPLE, THE PLANET

AND OUR FUTURE.

Hallenstein Glasson Holdings has embarked on a journey

to improve transparency in all areas of our operation,

especially in relation to people and the environment.

We have introduced a comprehensive auditing programme

for our suppliers, and we’re working to ensure they are

equipped and motivated to partner with us as we change.

We are committed to delivering better outcomes for our

customers, communities and the environment and we’re

proud of what has been achieved to date. However, many

challenges remain and we understand our ability to drive

and maintain change is critical to our future success.

As a business, we are driving sustainability in everything

we do – but we know a great deal more work lies ahead.

The impact we have on the world around us will

continue to be a major focus as we strive to integrate

policies and initiatives into our everyday business.

SUSTAINABILITY

MATTERS

11
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

2018 ACHIEVEMENTS

PEOPLEPLANETTECHNOLOGY

> We have improved our

rating to B+ in the 2018

Ethical Fashion Report.

> Over 90% of our suppliers

in China have elected

workers’ representatives.

> 28% of our suppliers in

India are engaged with

local Non-Government

Organisations that promote

the health and personal

safety of female workers.

> Group CEO Mark Goddard

continues to visit supplier

factories in China, further

fostering and building our

commitment to long-term

relationships and values.

> Hallenstein Glasson

Holdings production

teams have increased the

frequency of supplier visits

– these now occur every

two to three weeks. This

allows us to develop more

personal relationships with

suppliers, in turn building

trust and achieving greater

transparency.

> We are evolving our

culture and business

model to be more

focussed on the

“Three R’s”: Reduce,

Reuse, Recycle.

> We have introduced

100% recyclable and

biodegradable paper bags

in our stores and we

envisage eliminating

plastic shopping bags

by early 2019.

> Our suppliers have

demonstrated a genuine

willingness to work with

us in initiatives designed

to reduce pollution locally

and globally.

> Approximately 20% of

our product now comes

from renewable sources.

We believe we can do

much better and we are

currently reviewing our

sustainable fibre targets

for 2019 and beyond.

We believe technology will

be crucial in driving the

change required to achieve

a more sustainable fashion

industry and to support

workers’ rights. Included

among the initiatives we’ll

be using to help us achieve

this is the introduction of

whistle-blower apps that

allow workers in our supplier

factories to raise concerns

anonymously.

> We are finding ways to

better communicate our

objectives, achievements

and ongoing projects with

our customers.

> We will continue to look

at ways to reduce our

environmental footprint –

including a review of our

supply chain, head office

and store operations.

> We will continue to

investigate new ways to

introduce technology that

helps us achieve our goals.

THE FUTURE

WE ARE EVOLVING OUR CULTURE

AND BUSINESS MODEL TO BE MORE

FOCUSSED ON THE “THREE R’S”:

REDUCE, REUSE, RECYCLE.

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
12

HALLENSTEIN BROTHERS

CONTINUES TO BUILD ON ITS

ESTABLISHED MARKET LEADING

POSITION IN NEW ZEALAND.

13
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

“FOCUS IN THE LAST TWELVE

MONTHS HAS BEEN ON DRIVING

KEY CATEGORIES OF BRAND

OWNERSHIP THROUGH THE BUSINESS.”

MARK GODDARD

28.5K

INSTAGRAM

FOLLOWERS

$

97M

TOTAL SALES

UP 6.4

%


DISTRIBUTION CENTRE

UNDER EXPANSION TO

ACCOMMODATE

GROWTH IN ONLINE SALES.

42 STORES

IN NEW ZEALAND

3 STORES

IN AUSTRALIA

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
14

“OUR IN-STORE EXPERIENCE

CONTINUES TO BE ONE OF THE

MOST EXCITING WITHIN

THE RETAIL MARKETPLACE.”

MARK GODDARD

269K

INSTAGRAM

FOLLOWERS

KEY TO THE PERFORMANCE

OVER THE LAST 12 MONTHS

HAS BEEN OUR FOCUS ON

FASHION, SPEED TO MARKET

AND CUSTOMER SERVICE.

$

97M

NEW ZEALAND SALES

UP 8.1

%


$

78M

AUSTRALIAN SALES

UP 56.7

%

15
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

30 STORES

IN AUSTRALIA

37 STORES

IN NEW ZEALAND

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
16

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

The financial statements comprise:

the statement of financial position as at 1 August 2018;

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

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

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

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

Our opinion

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

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

the Group as at 1 August 2018, its financial performance and its cash flows for the year then ended in

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

and International Financial Reporting Standards (IFRS).

Basis for opinion

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

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

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

our report.

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

our opinion.

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

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

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

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

accordance with these requirements.

Our firm carried out other services for the Group in the areas of tax advisory and tax compliance

services. The provision of these other services has not impaired our independence as auditor of the

Group.

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

17
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

PwC

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $1,903,500, which represents 5% of profit before

tax.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark.

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

them misstatements identified during our audit above $100,000 as well as

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

qualitative reasons.

We have determined that there is one key audit matter:

Inventory Valuation

Materiality

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

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

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

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

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

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

Audit scope

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

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

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

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

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

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

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

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

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

before tax.

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

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

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

were subject to other procedures including analytical procedures.

Materiality

Audit scope

Key audit

matters

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
18

PwC

Key audit matters

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

our audit of the financial statements of the current year. 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

Inventory Valuation

As at 1 August 2018, the Group held $20.9

million of inventories. Given the size of the

inventory balance relative to the total

assets of the Group and the estimates and

judgements described below, the valuation

of inventory required significant audit

attention.

As disclosed in Note 3.2, inventories are

held at the lower of cost and net realisable

value determined using the weighted

average cost method. At year end, the

valuation of inventory is reviewed by

management and the cost of inventory is

reduced where inventory is forecast to be

sold below cost.

The determination of whether inventory

will be realised for a value less than cost

requires management to exercise

judgement and apply assumptions.

Management undertake the following

procedures for determining the level of

write down required:

Use inventory ageing reports together

with historical trends to estimate the

likely future saleability of slow moving

and older inventory lines;

For inventory aged greater than one

year, management apply a percentage

based write down to inventory. The

percentages are derived from

historical levels of write down; and

Perform a line-by-line analysis of

remaining inventory to ensure it is

stated at the lower of cost and net

realisable value and a specific write

down is recognised if required.

We have performed the following procedures over the

valuation of inventory:

For a sample of inventory items, re-performed the

weighted average cost calculation and compared

the weighted average cost to the last purchase

invoices;

We tested that the ageing report used by

management correctly aged inventory items by

agreeing a sample of aged inventory items to the

last recorded invoice;

On a sample basis we tested the net realisable

value of inventory lines to recent selling prices;

We assessed the percentage write down applied to

older inventory with reference to historic inventory

write downs and recoveries on slow moving

inventory;

We re-performed the calculation of the inventory

write down; and

We also made enquires of management, including

those outside of the finance function, and

considered the results of our testing above to

determine whether any specific write downs were

required.

From the procedures performed we have no matters to

report.

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

19
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

PwC

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the financial statements does not

cover the other information included in the annual report and we do not, and will not express any form

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

information available to us.

In connection with our audit of the financial statements, 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.

Responsibilities of the Directors for the financial statements

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

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

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

material misstatement, whether due to fraud or error.

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

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

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

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

Auditor’s responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

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

External Reporting Board’s website at:

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

report-1/

This description forms part of our auditor’s report.

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
20

PwC

Whowereportto

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 Keren Blakey.

For and on behalf of:

Chartered Accountants

28 September 2018

Auckland

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

21
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 1 AUGUST 2018

$’000NOTE20182017

Sales revenue

2.1277,642239,004

Cost of sales2.1(107,567)(98,350)

Gross profit

170,075140,654

Other operating income2.2820954

Selling expenses(98,937)(87,836)

Distribution expenses(7,601)(7,327)

Administration expenses(26,538)(22,614)

Total expenses

(133,076)(117,777)

Operating profit

37,81923,831

Finance income2.1251239

Profit before income tax

38,07024,070

Income tax expense

6.1(10,709)(6,801)

Net profit after tax attributable to the shareholders of the

Holding Company2.127,36117,269

Other comprehensive income

- Items that will not be reclassified to profit or loss

Gains (net of tax) on revaluation of land and buildings6.1–3,298

Increase in share option reserve6.1124129

- Items that may be subsequently reclassified to profit or loss

Fair value gain (net of tax) in cash flow hedge reserve 6.13,393764

Total comprehensive income for the year attributable

to the shareholders of the Holding Company30,87821,460

Earnings per share

Basic and diluted earnings per share2.4 45.87 28.95

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

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
22

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

The financial statements are signed for and on behalf of the board and were authorised for issue on 28 September 2018.


Graeme Popplewell Malcolm Ford

Director Director

28 September 2018 28 September 2018

STATEMENT OF FINANCIAL POSITION

AS AT 1 AUGUST 2018

$’000NOTE2018

2017

(RESTATED)

EQUITY

Contributed equity5.127,81827,270

Asset revaluation reserve15,60915,609

Cashflow hedge reserve1,739(1,654)

Share option reserve155327

Retained earnings23,01917,271

Total equity

68,34058,823

Represented by

CURRENT ASSETS

Cash and cash equivalents3.117,45312,552

Trade and other receivables182779

Advances to employees464238

Prepayments3,8713,873

Inventories3.220,95920,605

Derivative financial instruments7.52,417 –

Total current assets

45,34638,047

NON-CURRENT ASSETS

Property, plant and equipment4.236,81136,400

Investment property4.38,4648,464

Intangible assets560539

Deferred tax6.29402,044

Total non-current assets

46,77547,447

Total assets

92,12185,494

CURRENT LIABILITIES

Trade payables5,5069,169

Employee benefits7.14,7864,500

Other payables10,7778,187

Derivative financial instruments7.5 – 2,298

Taxation payable2,7122,517

Total current liabilities

23,78126,671

Total liabilities

23,78126,671

Net assets

68,34058,823

23
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 1 AUGUST 2018

$’000NOTE

SHARE

CAPITAL

TREASURY

STOCK

ASSET

REVALUATION

RESERVE

CASH

FLOW

HEDGE

RESERVE

SHARE

OPTION

RESERVE

RETAINED

EARNINGS

TOTAL

EQUITY

Balance at 1 August 201629,279(1,630)12,617(2,418)20317,82655,877

Correction of error (net of tax)1.3––(306)––656350

Balance at 1 August 2016

(restated)

29,279(1,630)12,311(2,418)20318,48256,227

COMPREHENSIVE INCOME

Profit for year–––––17,26917,269

Revaluation net of tax6.1––3,298–––3,298

Cash flow hedges net of tax6.1–––764––764

Increase in share option reserve6.1––––129–129

Total comprehensive income

––3,29876412917,26921,460

TRANSACTIONS

WITH OWNERS

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

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

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

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

Transfer of share option reserve

to retained earnings ––––(5)5–

(Gain)/loss on sale of

treasury stock transferred

to retained earnings5.1–(6)–––6–

Total transactions

with owners

–(379)––(5)(18,480)(18,864)

Balance at 1 August 2017

29,279(2,009)15,609(1,654)32717,27158,823

COMPREHENSIVE INCOME

Profit for year–––––27,36127,361

Cash flow hedges net of tax6.1–––3,393––3,393

Increase in share option reserve6.1––––124–124

Total comprehensive income

–––3,39312427,36130,878

TRANSACTIONS

WITH OWNERS

Purchase of treasury stock5.1, 5.2–(800)––––(800)

Sale of treasury stock5.1, 5.2–606––––606

Dividends 2.3, 5.1–177–––(22,069)(21,892)

Transfer to employee advances

5.1–725––––725

Transfer of share option reserve to

retained earnings ––––(296)296–

(Gain)/loss on sale of

treasury stock transferred

to retained earnings5.1–(160)–––160–

Total transactions

with owners

–548––(296)(21,613)(21,361)

Balance at 1 August 2018

29,279(1,461)15,6091,73915523,01968,340

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

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
24

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 1 AUGUST 2018

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

$’000NOTE20182017

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Sales to customers278,279239,885

Rent received2.2780781

Interest income2.1232214

Interest on debtors2.11925

279,310240,905

Cash was applied to:

Payments to suppliers181,952159,875

Payments to employees51,31545,863

Taxation paid10,7315,972

243,998211,710

Net cash flows from operating activities

35,31229,195

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Proceeds from sale of property, plant and equipment

and intangible assets48863

Repayment of employee advances499105

987168

Cash was applied to:

Purchase of property, plant and equipment and intangible assets4.29,31212,138

9,31212,138

Net cash flows (applied to) investing activities

(8,325)(11,970)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was provided from:

Sale of treasury stock and dividends

5.1, 5.2783227

783227

Cash was applied to:

Dividend paid2.322,06918,491

Purchase of treasury stock5.1, 5.2800600

22,86919,091

Net cash flows (applied to) financing activities

(22,086)(18,864)

Net increase/(decrease) in funds held

4,901(1,639)

Cash and cash equivalents at the beginning of the year

12,55214,191

Cash and cash equivalents at the end of the year

3.117,45312,552

25
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 1 AUGUST 2018

RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES

$’000NOTE20182017

NET PROFIT AFTER TAXATION

27,36117,269

ADD/(DEDUCT) ITEMS CLASSIFIED AS INVESTING OR

FINANCING ACTIVITIES

Loss on sale of plant and equipment

2.248135

ADD/(DEDUCT) NON CASH ITEMS

Depreciation and amortisation

2.27,9087,565

Deferred taxation

6.2(215)(688)

Revaluation of financial instruments

– (254)

Share option expense

124129

ADD/(DEDUCT) MOVEMENTS IN WORKING CAPITAL ITEMS

Taxation payable

1951,518

Trade and other receivables and prepayments

599427

Trade and other payables and employee benefits

(787)3,798

Inventories

(354)(604)

NET CASH FLOWS FROM OPERATING ACTIVITIES

35,31229,195

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

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
26

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

1. BASIS OF PREPARATION

This section presents a summary of information considered relevant and material to assist the reader in understanding the

foundations on which the financial statements as a whole have been compiled. Accounting policies specific to notes shown

in other sections are disclosed in a shaded box and are included as part of that particular note.

1.1 General information

Reporting entity

Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”) is a retailer of men’s

and women’s clothing in New Zealand and Australia.

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

Level 3, 235-237 Broadway Newmarket, Auckland.

Statutory base

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

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

The financial statements of the Group have been prepared in accordance with the requirements of Part 7 of the Financial Markets

Conduct Act 2013 and the NZX Main Board Listing Rules.

The financial statements were approved for issue by the Board of Directors on 28 September 2018.

1.2 General accounting policies

Statement of compliance

These financial statements for the year ended 1 August 2018 have been prepared in accordance with Generally Accepted Accounting

Practice (GAAP). They comply with New Zealand equivalents to International Financial Reporting standards (NZ IFRS), other

New Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The financial

statements comply with International Financial Reporting Standards (IFRS).

Basis of preparation of financial statements

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

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

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

to the nearest thousand dollars.

Entities reporting

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

and subsidiaries, together they are referred to in these financial statements as ‘the Group’. The parent and its subsidiaries are

designated as for-profit entities for financial reporting purposes.

Principles of consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has

rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the

entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from

the date that control ceases.

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

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

27
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

1. BASIS OF PREPARATION (CONTINUED)

Investments in subsidiaries

PRINCIPAL SUBSIDIARIESINTEREST HELD BY PARENT

AND GROUP

PRINCIPAL ACTIVITIES

20182017

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

Hallenstein Brothers Australia Limited100%100%Retail of menswear in Australia

Glassons Limited100%100%Retail of womenswear in New Zealand

Glassons Australia Limited100%100%Retail of womenswear in Australia

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

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

Hallenstein Properties Limited100%100%Property ownership in New Zealand

Historical cost convention

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

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

Critical accounting estimates, judgements and assumptions

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

It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.

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

have suffered any impairment since they were acquired. The recoverable amounts of cash generating units (at a subsidiary level)

are determined based on value in use calculations. These calculations require the use of estimates and projections of future

operating performance.

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

factors including the review of historical data, the age of inventory and current selling price trends to determine the appropriateness

of the provision.

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

independent valuation undertaken at least every three years. The basis of the valuation is assessed within a range indicated by two

valuation approaches: discounted cash flow analysis and an income capitalisation approach. The key assumptions are disclosed in

note 4.2.

Revaluation of Investment Property: The fair value of the Group’s investment property is determined by the Board following

a valuation undertaken annually. The basis of the valuation is assessed within a range indicated by two valuation approaches:

discounted cash flow analysis and an income capitalisation approach. The key assumptions are disclosed in note 4.3.

Foreign currency translation

Functional and presentation currency

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

economic environment in which it operates (‘the functional currency’). The financial statements are presented in New Zealand

dollars, which is the Group’s functional and presentational currency.

Transactions and balances

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

are translated into the presentation currency as follows:

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

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

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

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
28

1. BASIS OF PREPARATION (CONTINUED)

1.3 Reclassification in accounting for investment property

The Group owns properties leased in full or partially to third parties and earning rental income which have been previously

incorrectly classified as property, plant and equipment, but should have been recognised as investment property. As the Group’s

policy is to keep the land and buildings at fair value, the revaluation gains and losses have been recognised through other

comprehensive income to asset revaluation reserve. However, the revaluation gains and losses related to investment properties

should have been recognised in profit before income tax. The correction of this error results in a reclassification from property, plant

and equipment to investment property of $8.46 million, a reclassification from the asset revaluation reserve to retained earnings of

$0.3 million, and an adjustment to deferred tax and retained earnings of $0.35 million.

The error relates to 2016 and prior periods and has been corrected in the opening balances of the comparative period by restating

each of the affected financial statement lines items as follows:

Statement of financial position (extract)

$’0002016

INCREASE /

(DECREASE)

2016

(RESTATED)

Asset revaluation reserve12,617(306)12,311

Retained earnings17,82665618,482

Total equity

55,87735056,227

Property, plant and equipment36,227(8,464)27,763

Investment property–8,4648,464

Deferred tax asset2,2913502,641

Total non-current assets

39,01135039,361

The Directors have assessed the impact of this adjustment on transactions presented in the statement of comprehensive income

for the year ended 1 August 2018 and have concluded that no significant errors occurred. As a result, the 2017 statement of financial

position, statement of changes in equity and related additional notes have been restated to reflect the adjustments made to the

opening balances disclosed above only. There has been no restatement of the statement of comprehensive income or earnings

per share. Directors concluded that presentation of a third balance sheet is not required because the adjustment related to

reclassifications, resulting in no significant impact on net assets position.

Statement of financial position (extract)

$’0002017

INCREASE /

(DECREASE)

2017

(RESTATED)

Asset revaluation reserve15,915(306)15,609

Retained earnings16,61565617,271

Total equity

58,47335058,823

Property, plant and equipment44,864(8,464)36,400

Investment property–8,4648,464

Deferred tax asset1,6943502,044

Total non-current assets

47,09735047,447

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

29
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

2. PERFORMANCE

2.1 Segment information

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

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

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

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

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

• Glassons Limited (New Zealand)

• Glassons Australia Limited (Australia)

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

• Hallenstein Properties Limited (New Zealand) (Property)

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

to the Board of Directors are measured in a manner consistent with that in the statement of comprehensive income. There are no

significant revenues derived from a single external customer.

Segment results

FOR THE YEAR ENDED 1 AUGUST 2018

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIAHALLENSTEINSSTORMPROPERTYPARENT

TOTAL

GROUP

INCOME STATEMENT

Sales revenue from

external customers

96,72878,42296,8905,602––277,642

Cost of sales(39,205)(28,000)(38,170)(2,192)

––

(107,567)

Finance income8853927–11251

Depreciation and

software amortisation2,1532,3112,896173375–7,908

Profit/(loss)

before income tax14,80211,15912,414(1,017)712–38,070

Income tax expense(4,156)(3,132)(3,507)285(199)–(10,709)

Net profit/(loss)

after income tax10,6468,0278,907(732)513–27,361

BALANCE SHEET

Current assets

15,0298,89920,141817(307)76745,346

Non-current assets10,9298,8678,857(33)18,155–46,775

Current liabilities7,5588,2007,632(203)46213223,781

Purchase of property, plant

and equipment and intangibles3,1763,0702,28654726–9,312

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
30

2. PERFORMANCE (CONTINUED)

FOR THE YEAR ENDED 1 AUGUST 2017

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIAHALLENSTEINSSTORMPROPERTYPARENT

TOTAL

GROUP

INCOME STATEMENT

Sales revenue from

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

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

––

(98,350)

Finance income1304845–16239

Depreciation and

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

Profit/(loss)

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

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

Net profit/(loss)

after income tax

8,1111,3867,481(313)604–17,269

BALANCE SHEET

Current assets13,1034,32517,7081,0781,876(43)38,047

Non-current assets10,5937,96510,0551,12817,706–47,447

Current liabilities8,6086,13111,0944873193226,671

Purchase of property, plant

and equipment and intangibles

2,2283,9785,247577108–12,138

Sale of Storm business assets

On 30 April 2018 the Group’s wholly owned subsidiary, Retail 161 Limited, concluded the sale of the Storm business assets to

Blackstar Holdings Limited. On and from settlement, the Storm business ceased trading under Retail 161 Limited’s ownership and

continues to trade under Blackstar’s ownership. The Group’s focus is on expanding its other two much larger fashion brands, namely

Glassons and Hallenstein Brothers in both New Zealand and Australian markets. The value of the transaction is not significant in

terms of the assets or profit of the Group.

The sales revenue and cost of sales noted in the table above represent trade generated by the Storm business for the nine months

ended 30 April 2018.

2.2 Income and expenses

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

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

Revenue is recognised as follows:

Sales of goods – retail

Sales of goods are recognised when a Group entity has delivered a product to the customer. Retail sales are usually in cash or by credit

card. The recorded revenue is the gross amount of sale (excluding GST), including credit card fees payable for the transaction. Such

fees are included in selling expenses.

Interest income

Interest income is recognised using the effective interest method.

Rental income

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

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

31
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

2. PERFORMANCE (CONTINUED)

Income and expenses

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

GROUP

$’00020182017

INCOME

Rental income

780781

Insurance proceeds

40173

EXPENSES

Occupancy costs

29,57127,415

Amounts paid to auditors – statutory audit

130126

Other services from auditors*

2720

Directors' fees

518383

Wages, salaries and other short term benefits

51,60145,863

Total depreciation

7,6527,294

Amortisation of software

256271

Total depreciation and amortisation

7,9087,565

Loss on sale of property, plant and equipment

48135

* Amount paid in respect of tax compliance and tax advisory services provided in Australia and New Zealand.

2.3 Dividends

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

Dividends

2018

CENTS PER

SHARE

2017

CENTS PER

SHARE

2018

$000’S

2017

$000’S

Interim dividend for the year ended 1 August 2018

20.0011,929

Final dividend for the year ended 1 August 2017

17.0010,140

Interim dividend for the year ended 1 August 2017

14.508,649

Final dividend for the year ended 1 August 2016

16.509,842

Total

37.0031.0022,06918,491

All dividends paid were fully imputed. Supplementary dividends of $289,810 (2017: $100,210) were paid to shareholders not resident

in New Zealand for tax purposes for which the Group received a foreign investor tax credit.

2. 4 Earnings per share

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

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

during the period.

Basic

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

outstanding during the year.

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
32

2. PERFORMANCE (CONTINUED)

Diluted

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

assume conversion of all dilutive potential ordinary shares. There are no options convertible into shares as at 1 August 2018 (2017: Nil).

Earnings per share

$’00020182017

Profit after tax

27,36117,269

Weighted average number of ordinary shares outstanding

59,64959,649

Basic and diluted earnings per share (cents per share)

45.8728.95

3. WORKING CAPITAL

3.1 Cash and cash equivalents

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

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

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

Statements of cash flows

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

(I) Cash comprises cash and cash equivalents.

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

investments and employee advances.

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

This includes both equity and debt not falling within the definition of cash. Dividends paid are included in financing activities.

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

Cash and cash equivalents

$’00020182017

Cash at bank

6,0643,767

Short term bank deposits

11,3298,722

Cash on hand

6063

Total cash and cash equivalents

17,45312,552

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

3.2 Inventories

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

expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. Net realisable value is the

estimated selling price in the ordinary course of business, less applicable variable selling expenses, excluding borrowing costs.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

33
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

3. WORKING CAPITAL (CONTINUED)

Inventories


$’00020182017

Finished goods

21,18921,141

Inventory adjustments

(230)(536)

Net inventories

20,95920,605

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

The cost of inventories recognised as an expense and included in cost of sales amounted to $107,199,239 (2017: $98,035,127).

4. LONG TERM ASSETS

4.1 Leases

The Group is the lessee

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

Payments made under operating leases (net of any incentives received from the lessor) are charged to the profit and loss in the statement

of comprehensive income on a straight line basis over the period of the lease.

The Group is the lessor

Assets leased to third parties under operating leases are included in investment property in the statement of financial position.

Rental income (net of any incentives given to lessees) is recognised on a straight line basis over the lease term. Lease receivables are

disclosed under note 4.3 Investment property.

Lease commitments:

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

arrangements with varying terms, escalation clauses and renewal rights.

Lease commitments

$’00020182017

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

Due within one year

24,38122,508

One to two years

20,49819,347

Two to five years

39,31434,409

Later than five years

3,9557,254

Total operating lease commitments

88,14883,518

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
34

4. LONG TERM ASSETS (CONTINUED)

4.2 Property, plant and equipment

Recognition and measurement

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

International who are independent registered valuers and associates of The New Zealand Institute of Valuers. The valuers have recent

experience in the location and category of the item being valued. The fair values of the assets represent the estimated price for which

a property could be sold on the date of valuation in an orderly transaction between market participants.

The valuation approach and key assumptions have been disclosed in the 2017 Annual Report which can be accessed via the website:

www.hallensteinglasson.co.nz.

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

team. The review focuses on checking material movements and ensuring all additions and disposals are captured and that there have

been no material changes to the underlying assumptions on which the valuations are based.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there were no transfers

between levels of the fair value hierarchy.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

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

shown as an asset revaluation reserve in shareholders’ equity. Decreases that offset previous increases of the same asset are charged

in other comprehensive income and debited against the asset revaluation reserve directly in equity; all other decreases are charged

to the statement of comprehensive income. Each year on revaluation, the difference between depreciation based on the revalued

carrying amount of the asset charged to the statement of comprehensive income, and depreciation based on the asset’s original cost is

transferred from ‘other reserves’ to ‘retained earnings’.

Depreciation

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

residual values, over their estimated useful lives, as follows:

Buildings 67 years

Plant and equipment 2 - 5 years

Furniture, fittings and office equipment 5 - 10 years

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

Impairment

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

its estimated recoverable amount. Assets that are subject to amortisation are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount may not be recoverable, for example a planned store closure, withdrawal from

a business segment, or assessment of loss making stores. Assets are grouped at the lowest levels for which there are separately

identifiable cash flows (cash generating units).

Disposal

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

of comprehensive income.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

35
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

4. LONG TERM ASSETS (CONTINUED)

FOR THE YEAR ENDED 1 AUGUST 2018

$’000

LAND AT

FAIR VALUE

BUILDINGS AT

FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV

6,09710,52415,6004,17936,400

Additions–7055,6442,6128,961

Disposals––(696)(202)(898)

Depreciation–(385)(5,338)(1,929)(7,652)

Revaluations–––––

Closing NBV

6,09710,84415,2104,66036,811

Cost/valuation6,09711,22956,35719,51093,193

Accumulated depreciation–(385)(41,147)(14,850)(56,382)

Closing NBV

6,09710,84415,2104,66036,811

FOR THE YEAR ENDED 1 AUGUST 2017 (RESTATED)

$’000

LAND AT

FAIR VALUE

BUILDINGS AT

FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV (restated)

5,3427,19811,9543,26927,763

Additions–849,0482,68311,815

Disposals––(85)(86)(171)

Depreciation–(290)(5,317)(1,687)(7,294)

Revaluations7553,532––4,287

Closing NBV (restated)

6,09710,52415,6004,17936,400

Cost/valuation6,09710,52454,61417,96289,197

Accumulated depreciation––(39,014)(13,783)(52,797)

Closing NBV (restated)

6,09710,52415,6004,17936,400

If land and buildings were stated on a historical cost basis, the amounts would be as follows:

$’0002018

2017

(RESTATED)

Land

3,7053,705

Buildings

7,2456,541

Cost

10,95010,246

Accumulated depreciation

(1,514)(1,376)

Net book value

9,4368,870


NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
36

4. LONG TERM ASSETS (CONTINUED)

4.3 Investment property

Recognition and measurement

Land and buildings were valued on 1 August 2015 by Telfer Young (Hawkes Bay) Ltd and Colliers International who are independent

registered valuers and associates of The New Zealand Institute of Valuers. The valuers have recent experience in the location and

category of the item being valued. The fair values of the assets represent the estimated price for which a property could be sold on

the date of valuation in an orderly transaction between market participants.

The adopted valuation has been assessed within a range indicated by two valuation approaches: Income capitalisation approach and

discounted cash flow analysis.

The following table summarises the valuation approach and key assumptions used by the valuers to arrive at fair value.

Valuation approach Description of the valuation approach

Income capitalisation approachA valuation methodology which determines fair value by capitalising a property’s sustainable

net income at an appropriate, market derived capitalisation rate (yield). Unobservable inputs

within the income capitalisation approach include:

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

expected to achieve under a new arm’s length leasing transaction after deducting a fair

share of property operating expenses

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

comparable, market related sales transactions which is applied to a property’s sustainable

net income to derive value.

Discounted cash flow analysisWith the discounted cash flow approach (DCF) a cash flow budget is established for the

property over a ten-year time horizon. Within the cash flow an allowance is made for rental

growth as well as deducting costs associated with property ownership. A terminal value is also

estimated and the cash flows are discounted at a market rate to arrive at a net present value.

Unobservable inputs within the discounted cash flow approach include:

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

related sales transactions which is applied to a property’s future net cash flows to convert

those cash flows into a present value.

b) The terminal capitalisation rate which is the rate which is applied to a property’s sustainable

net income at the end of an assumed holding period to derive an estimated market value.

c) Rental growth rate which is the annual growth rate applied to market rent over an assumed

holding period.

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

an assumed holding period.

The revaluation surplus was credited to retained earnings in shareholders’ equity as part of the prior year restatement of

the statement of financial position. Subsequent revaluation surpluses or losses will be recognised through statement of

comprehensive income.

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

team. The review focuses on checking material movements and ensuring all additions and disposals are captured and that there

have been no material changes to the underlying assumptions on which the valuations are based.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there were no transfers

between levels of the fair value hierarchy.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

37
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

4. LONG TERM ASSETS (CONTINUED)

Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in determining fair value.

These are summarised in the table below:

DESCRIPTION

FAIR VALUE AT

1 AUGUST 2015

$000’S

VALUATION

TECHNIQUE

UNOBSERVABLE

INPUTS

RANGE OF

UNOBSERVABLE

INPUTS

RELATIONSHIP OF

UNOBSERVABLE INPUTS


TO FAIR VALUE

Land and

buildings –

retail

8,464Income

capitalisation

approach and

discounted

cash flow

analysis

Net market rent$478 – $1,119 per m

2

The higher the rent per square

metre the higher the fair value

Capitalisation rate

(yield)

7.30% – 7.50%The lower the yield the higher

the fair value

Discount rate8.24% – 9.25%The higher the discount rate

the lower the fair value

Terminal

capitalisation rate

8.00% – 8.15%The higher the terminal rate

the lower the fair value

Rental growth rate1.50% – 2.33%The higher the rental growth

rate the higher the fair value

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

lower the fair value

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable

that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably.

Investment property

$’0002018

2017

(RESTATED)

Opening balance

8,4648,464

Net gain/(loss) from fair value adjustment

––

Closing balance

8,4648,464

An external valuation of the investment properties has been obtained for 1 August 2017 from Telfer Young (Hawkes Bay) Ltd and

Colliers International. The Director’s have reviewed the valuation performed and concluded that there has been no significant

change in fair value for the financial year ended 1 August 2017. Additionally, the Directors have undertaken an assessment of the

market values of the properties for the year ended 1 August 2018 and have concluded that there has been no significant change in

fair value.

Lease receivables

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

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

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

$’00020182017

Due within one year

855

862

One to two years

670

763

Two to five years

1,361

1,849

Later than five years

–128

Total lease receivables

2,8863,602

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
38

5. EQUITY

5.1 Share capital

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

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

from the proceeds.

Treasury stock

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

the employee, treasury stock shares are credited to equity and an employee loan is recorded initially at fair value and subsequently

at amortised cost.

Reserves

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

derivative financial instruments, net of tax that meet the hedge accounting criteria. The share option reserve is used to record the

accumulated value of unvested share rights arising from the executive share scheme which have been recognised in the statement

of comprehensive income.

Contributed equity

2018

SHARES

2017

SHARES

2018

$000’S

2017

$000’S

Balance at beginning of year

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

Purchase of treasury stock

(212,253)(174,715)(800)(600)

Sale of treasury stock

183,91814,59160652

Dividends

––177175

Share options exercised

266,597–725–

Gain on sale of treasury stock

transferred to retained earnings

––(160)(6)

Balance at end of year

59,185,56358,947,30127,81827,270

Representing:

Share capital

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

Treasury stock (net of dividends)

(463,498)(701,760)(1,461)(2,009)

Total

59,185,56358,947,30127,81827,270

All shares are fully paid and rank equally.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

39
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

5. EQUITY (CONTINUED)

5.2 Executive share scheme

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

scheme. The fair value of share rights granted under the scheme is recognised as an employee benefit expense with a corresponding

increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become

unconditionally entitled to the share rights.

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

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

price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate

for the term of the share right.

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

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

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

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

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

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

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

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

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

event the employee leaves the company during the vesting period, the loan is repaid by selling the shares on market. Any gain or loss

arising from the sale of shares is included in equity. Refer to note 5.1 for further detail on treasury stock.

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

The model inputs for shares issued during the year ended 1 August 2018 included a share issue price ranging between $3.31–$4.65,

(2017: $3.01–$3.53) an expected price volatility of 30% (2017: 30%), a risk free interest rate ranging between 2.2%–2.7% (2017: 1.9%)

and an estimated 3 year vesting period.

Executive share scheme

YEAR ENDED 1 AUGUST 2018YEAR ENDED 1 AUGUST 2017

NUMBER

OF SHARES

PURCHASE/

(SALE) PRICE

NUMBER

OF SHARES

PURCHASE/

(SALE) PRICE

Balance at beginning of financial year

701,760541,636

Purchased on market during the year

212,2533.77174,7153.43

Forfeited during the year

(183,918) (3.30)(14,591) (3.55)

Exercised during the year

(266,597)–

Balance at end of financial year

463,498701,760

Percentage of total shares hold by scheme

0.78%1.18%

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
40

6. TAXATION

6.1 Income tax expense

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

on the notional income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to

temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements and

unused tax losses.

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

recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The

relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred

tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a

liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction,

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

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

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

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

investments in operations where the company is able to control the timing of the reversal of the temporary differences and it is

probable that the differences will not reverse in the foreseeable future.

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

Goods and Services Tax (GST)

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

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

payables, which include GST invoiced.

Income tax expense

$’00020182017

Income tax expense

The tax expense comprises:

Current tax expense 10,9247,489

Deferred tax expense (note 6.2)

– Future tax benefit current year(215)(688)

Total income tax expense

10,7096,801

Reconciliation of income tax expense to tax rate applicable to profits

Profit before income tax expense38,07024,070

Tax at 28% (2017: 28%)10,6606,740

Tax effect of:

– Income not subject to tax––

– Expenses not deductible for tax4961

– Non deductibility of future depreciation on buildings––

Total income tax expense

10,7096,801

The effective tax rate for the year was 28% (2017: 28%).

The Group has no tax losses (2017: Nil) and no unrecognised temporary differences (2017: Nil).

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

41
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

6. TAXATION (CONTINUED)

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

20182017

$’000

BEFORE

TA X

TA X

(CHARGE)

/CREDIT

AFTER

TA X

BEFORE

TA X

TA X

(CHARGE)

/CREDIT

AFTER

TA X

Gains (net of tax) on revaluation

of land and buildings

–––4,287(989)3,298

Fair value gain (net of tax)

in cash flow hedge reserve

4,712(1,319)3,3931,060(296)764

Increase in share option reserve

124–124129–129

6.2 Deferred tax

$’00020182017

AMOUNTS RECOGNISED IN PROFIT OR LOSS

Depreciation

149908

Amortisation – fixed rent

354301

Provisions and accruals

764830

1,2672,039

AMOUNTS RECOGNISED DIRECTLY IN EQUITY

Asset revaluation reserve

–(989)

Cash flow hedges

(677)644

Correction of error in retained earnings

350350

Total amount recognised

9402,044

MOVEMENTS

Balance at beginning of year (restated)

2,0442,641

Credited/(charged) to the income statement

215688

Credited/(charged) to equity

(1,319)(1,285)

Balance at end of the year

9402,044

6.3 Imputation credits

$’00020182017

Imputation credits available for subsequent reporting periods

18,02414,186

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
42

7. OTHER

7.1 Employee benefits

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled

within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to the reporting date

and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non accumulating sick leave are

recognised when the leave is taken and measured at the rates paid or payable.

$’00020182017

Holiday pay accrual and other benefits

4,7864,500

7.2 Capital expenditure commitments

$’00020182017

Commitments in relation to store fitouts and warehouse expansion

3,867792

7.3 Contingencies

Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business on which no loss

is anticipated are as follows:

$’00020182017

Letters of credit

–224

Bank guarantee provided to the New Zealand Stock Exchange Limited

7575

Letters of credit

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

representing inventories purchased.

7. 4 Related party transactions

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

financial statements of the Group, the effect of transactions and balances between fellow subsidiaries and those with the Parent have

been eliminated. All transactions with related parties were in the normal course of business and provided on commercial terms.

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

$’00020182017

T C Glasson

Rent on retail premises based on independent valuations

2,0882,010

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

43
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

7. OTHER (CONTINUED)

The following Directors received directors’ fees and dividends in relation to shares held personally as follows:

DIRECTORS’ FEESDIVIDENDS

$’0002018201720182017

Mr T C Glasson

79684,1153,447

Mr W J Bell

1209776

Ms K Bycroft

8875––

Mr M Donovan

79683415

Mr G Popplewell

62–7059

Mr M Ford

90753–

Payments to Mr G Popplewell

$’00020182017

Consulting fees

1755

Key management compensation was as follows:

$’00020182017

Short term employee benefits

3,8912,844

Share scheme benefit

124129

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

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
44

7. OTHER (CONTINUED)

7.5 Financial risk management

Fair value estimation

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

The different levels have been defined as follows:

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

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

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

– Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

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

circumstances that caused the transfer.

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

instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation

techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as

possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is

included within Level 2. Under Level 2 the Group holds forward foreign exchange contracts. The fair value of these forward foreign

exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back

to present value. Refer to note 7.5.4.

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

more of the significant inputs into the valuation are not based on observable market data. Refer to note 4.2 for more information.

Derivatives

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

to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging

instrument, and if so, the nature of the item being hedged. The company designates certain derivatives as either; (1) hedges of the fair

value of recognised assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast transactions

(cash flow hedges).

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as

its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment,

both at hedge inception and on an ongoing basis, whether the derivatives that are used in hedging transactions have been and will

continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.

Cash flow hedge

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

equity in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the profit and

loss component of statement of comprehensive income.

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

affect profit or loss (for instance when the forecast sale that is hedged takes place). However, when the forecast transaction that is

hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses

previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of

the asset or liability.

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

any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is

ultimately recognised in the statement of comprehensive income. When a forecast transaction is no longer expected to occur, the

cumulative gain or loss that was reported in equity is immediately transferred to the profit and loss component of the statement of

comprehensive income.

Derivatives that do not qualify for hedge accounting

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

recognised immediately in the statement of comprehensive income.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

45
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

7. OTHER (CONTINUED)

7.5.1 Financial risk factors

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

and cash flow interest rate risk). The Group’s risk management strategy is to minimise adverse effects on comprehensive income.

Derivative financial instruments are used to hedge currency risk.

7.5.2 Liquidity Risk

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

managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under

both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

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

At balance date, the Group had $17.453 million (2017: $12.552 million) in cash reserves and accordingly, management consider

liquidity risk to be relatively low.

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

remaining period from the statement of financial position to the contractual maturity date. The cash flow hedge “outflow” amounts

disclosed in the table are the contractual undiscounted cash flows liable for payment by the Group in relation to all forward foreign

exchange contracts in place at balance date. The cash flow hedge “inflow” amounts represent the corresponding inflow of foreign

currency back to the Group as a result of the gross settlement on those contracts, converted using the spot rate at balance date.

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

Trade payables are shown at carrying value in the table. No discounting has been applied as the impact of discounting is not significant.

AS AT 1 AUGUST 2018

$’000

LESS THAN

3 MONTHS 3-12 MONTHSTOTAL

CARRYING

VALUE

Trade and other payables

16,283–16,28316,283

Employee benefits

4,786–4,7864,786

Total

21,069 –21,06921,069

Forward foreign exchange contracts

Cash flow hedges:

– Outflow

(16,007)(24,519)(40,526)(40,526)

– Inflow

17,08625,89542,98142,943

Net

1,0791,3762,4552,417

AS AT 1 AUGUST 2017

$’000

LESS THAN

3 MONTHS 3-12 MONTHSTOTAL

CARRYING

VALUE

Trade and other payables

17,355–17,35517,355

Employee benefits

4,500–4,5004,500

Total

21,855–21,85521,855

Forward foreign exchange contracts

Cash flow hedges:

– Outflow

(14,134)(40,233)(54,367)(54,367)

– Inflow

13,37839,09152,46952,069

Net

(756)(1,142)(1,898)(2,298)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
46

7. OTHER (CONTINUED)

7.5.3 Credit Risk

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

the Group. The Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places its

cash, short-term investments and derivative financial instruments with high credit quality financial institutions. Retail sales are

predominantly settled in cash or by using major credit cards. 0.2% (2017: 0.4%) of sales give rise to trade receivables. This maximum

exposure to credit risk is the carrying amount of trade receivables.

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

customer base.

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

7.5.4 Market Risk

Foreign exchange risk

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

of inventory from overseas suppliers.

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

and management report monthly to the Board to confirm policy is adhered to. All committed foreign currency requirements

are fully hedged, and approximately 60% (2017: 61%) of anticipated foreign currency requirements are hedged on a rolling

twelve month basis.

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

future purchases.

Forward exchange contracts – cash flow hedges

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

mature during the month the inventory is shipped and the liability settled. The cash flows are expected to occur at various dates

within one year from balance date.

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

hedging instrument that is determined to be an effective hedge is recognised directly in equity. These gains or losses will be

released in the profit and loss in the statement of comprehensive income at various dates over the following year as the hedged

risk crystallises.

At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$40.526 million (2017:

NZ$54.366 million), primarily in US Dollars. At balance date these contracts are represented by assets of $2.417 million (2017: $Nil)

and liabilities of $Nil (2017: $2.298 million). When foreign exchange contracts are not designated and tested as an effective hedge,

the gain or loss on the foreign exchange contract is recognised in the profit and loss in the statement of comprehensive income.

At balance date there are no such contracts in place (2017: $Nil).

Interest rate risk

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

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

Sensitivity analysis

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

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

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

against the USD, from the year end rate of 0.6789 (2017: 0.7508)

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

against the AUD, from the year end rate of 0.9173 (2017: 0.9346)

• A parallel shift of +1% / -1% in the market interest rates from the year end deposit rate of 1.75% (2017: 1.90%)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

47
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

7. OTHER (CONTINUED)

If these movements were to occur, the post-tax impact on profit and loss and equity for each category of financial investment:

AS AT 1 AUGUST 2018INTEREST RATEFOREIGN EXCHANGE RATE

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

$’000AMOUNTPROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

17,453(175)(175)175175638638(522)(522)

Accounts receivable

182––––––––

Advances to employees

464––––––––

Derivatives used for hedging

Derivatives designated as

cash flow hedges (forward

foreign exchange contracts)

2,417–––––3,467–(2,785)

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables

16,283––––(703)(703)575575

Employee benefits

4,786––––(183)(183)150150

Total increase/decrease

(175)(175)175175(248)3,219203(2,582)

AS AT 1 AUGUST 2017INTEREST RATEFOREIGN EXCHANGE RATE

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

$’000AMOUNTPROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Loans and receivables

Cash and cash equivalents

12,552(126)(126)126126––––

Accounts receivable

779––––––––

Advances to employees

238––––––––

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables

17,355––––445–(364)–

Employee benefits

4,500––––––––

Derivatives used for hedging

Derivatives designated as cash flow

hedges (forward foreign exchange

contracts)

2,298–––––(745)–400

Total increase/decrease

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

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

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
48

7. OTHER (CONTINUED)

7.5.5 Capital risk management

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

to safeguard its ability to continue as a going concern. Group capital consists of share capital, reserves and retained earnings. In order

to meet these objectives, the Group may adjust the amount of dividend payment made to shareholders. The Group has no specific

banking or other arrangements which require that the Group maintain specific equity levels.

7.6 Events subsequent to balance date

Subsequent to year end, the Board has resolved to pay a final dividend of 24.0 cents (2017: 17.0 cents) per share (fully imputed).

The dividend will be paid on 17 December 2018 to all shareholders on the Company’s register as at 5:00pm, 10 December 2018.

7.7 Standards, amendments and interpretations to existing standards

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

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

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

early adopted by the Group, are:

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

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

information to users of financial statements about the nature, amount, timing and uncertainty of revenue and cash flows arising from

an entity’s contracts with customers. Revenue is recognised when a customer obtains control of a good or service and thus has the

ability to direct the use and obtain the benefits from the good or service. The standard replaces NZ IAS 18 ‘Revenue’ and NZ IAS 11

‘Construction contracts’ and related interpretations.

During the financial year the Group assessed the potential impact of NZ IFRS 15, with a focus on the varying revenue streams that

exist within the business. The majority of revenue is made up of in store transactions with less than 13% earned through online sales.

The following matters are relevant to the Group under NZ IFRS 15:

• for online sales, whether arranging the delivery of goods is a separate performance obligation as it may impact the timing,

measurement and classification of revenue recognised;

• a customer’s right of return in determining revenue to be recognised and how this should be accounted for.

There is no material impact in relation to the above on the consolidated financial statements from the adoption of NZ IFRS 15.

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

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

liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.

There will be no impact on the Group’s accounting for financial liabilities as the new requirements only affect the accounting

for financial liabilities that are designated at fair value through profit or loss and the Group does not have such liabilities.

The derecognition rules have been transferred from NZ IAS 39 Financial Instruments: Recognition and Measurement and have

not been changed.

The new hedge accounting rules will align the accounting for hedging instruments more closely with the Group’s risk management

practices. The Group has confirmed that its current hedge relationships would qualify as continuing hedges upon the adoption

of NZ IFRS 9. The nature and extent of the Group’s disclosure note in relation to its hedging relationships will change in the

consolidated financial statements for the period ending 1 August 2019.

The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only

incurred credit losses as per NZ IAS 39. Based on the Group’s assessment of historical provision rates and forward-looking analysis,

there is no expected financial impact on the impairment provisions in the year of adoption.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

49
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

7. OTHER (CONTINUED)

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

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

conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee

was required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16

now requires a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease

contracts. Included is an optional exemption for certain short-term leases and leases of low-value assets; however, this exemption

can only be applied by lessees. For lessors, the accounting for leases under NZ IFRS 16 is almost the same as NZ IAS 17. However, the

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

will also be affected by the new standard.

Based on preliminary assessments the Group has determined that NZ IFRS 16 will have a significant impact on the Group’s statement

of financial position and statement of comprehensive income, measurement and disclosures. The statement of financial position will

be impacted by the recognition of a right of use asset, and a corresponding lease liability. The statement of comprehensive income will

be impacted by the recognition of an interest expense and a depreciation expense and the de-recognition of the current rental expense.

This standard will affect primarily the accounting for the Group’s operating leases. As at the reporting date, the Group has non-

cancellable operating lease commitments of $88 million (refer note 4.1).

Through the use of software designed for the management of leases, the Group has developed a model to calculate the impact of their

current operating leases under NZ IFRS 16 as at 1 August 2019, being the date of adoption. The model requires 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.

The Group’s process to date highlights that the potential impact based on the current lease agreements is expected to be material to

the consolidated balance sheet on the date of adoption (being 1 August 2019), with impacts on the following line items:

• recognition of a right of use asset of approximately $55 million; and

• recognition of a lease liability of approximately $55 million.

The Group has applied the practical expedient for short term leases, and therefore this estimate excludes leases that expire within

12 months from the date of this report and 1 August 2019.

The impact on the consolidated income statement for the period ended 1 August 2020 is expected to be:

• decrease in store expenses (operating lease rental expense);

• increase in depreciation expense; and

• increase in finance costs (interest expense).

The impact on each of these line items is expected to be significant however currently the Group does not expect the overall effect on

net profit attributable to shareholders to be material. The above has no cash effect to the Group and the change is for financial reporting

purposes only.

Current estimates are likely to change at time of adoption and for the period ended 1 August 2020, mainly due to:

• finalisation of managements judgements and subsequent movements in the inherent borrowing rate (interest rates);

• new lease contracts entered into by the Group;

• any changes to existing lease contracts; and

• change in managements judgement to exercise rights of renewals under lease agreements.

The Group currently intends to adopt the simplified transition approach under NZ IFRS 16 on its effective date being for the year

ended 1 August 2020, and will not restate comparative amounts for the period prior to first adoption.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2018

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
50

GENERAL DISCLOSURES

BOARD OF DIRECTORS

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

DIRECTORQUALIFICATIONS/EXPERIENCESPECIAL RESPONSIBILITIES

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

appointments on a number of boards of private companies, and

is a professional director.

Chairman of Directors

Non-executive Director

Timothy Charles GlassonFounder of Glassons womenswear retail chain. Appointed

November 1985 on merger with Hallensteins.

Non-executive Director

Michael John DonovanANZIM. Appointed May 1990. Founder and Director

of Wild Pair, and Lippy retail stores.

Non-executive

Independent Director

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

Malcolm FordAppointed June 2010. Background includes 20 years with

experience in direct sourcing particularly in Asia, Mr Ford also

has experience in brand management across wholesale and

retail markets.

Non-executive

Independent Director

Karen BycroftBSC, Postgrad Marketing. Appointed November 2014.

Background includes 25 years in Retail in the UK and Australia

with Marks and Spencer, Sears, Woolworths and Country Road.

Experience in Strategy, Marketing, and Leadership. Also an

Associate of Melbourne Business School and Executive Coach.

Non-executive

Independent Director

Mary DevineONZ, BCom, MBA. Appointed July 2018. Background includes

experience in corporate strategy, brand marketing and multi-

channel retailing. Also a 20 year career in Managing Director

and executive roles in private New Zealand companies.

A former Chief Executive of EziBuy and women’s clothing

retailer Max Fashions.

Non-executive

Independent Director

PRINCIPAL ACTIVITIES OF THE GROUP

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

Glassons Australia Limited (retail of women’s apparel), Retail 161 Limited, Retail 161 Australia Limited (formally Storm brand),

Hallenstein Bros Limited and Hallenstein Brothers Australia Limited (retail of men’s apparel). The subsidiaries are 100% owned by

Hallenstein Glasson Holdings Limited.

REVIEW OF OPERATIONS

(a) Consolidated results for the year ended 1 August 2018

$’00020182017

Operating revenue

277,642239,004

Profit before income tax

38,07024,070

Income tax

(10,709)(6,801)

Profit for the year

27,36117,269

(b) Dividend

An interim dividend of 20.0 cents per share together with a supplementary dividend of 3.5294 cents per share to non-resident

shareholders was paid on 13th April 2018.

Subsequent to balance date the Directors have declared a final dividend of 24.0 cents per share payable 17th December 2018.

Non-resident shareholders of the Company will also receive a supplementary dividend of 4.2353 cents per share. Dividends are fully

imputed to New Zealand resident shareholders.

51
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

GENERAL DISCLOSURES

DIRECTORS

(a) Remuneration and all other benefits

Remuneration of Directors

$’00020182017

Mr W J Bell

12097

Mr T C Glasson

7968

Mr M Donovan

7968

Mr G Popplewell

79364

Mr M Ford

9075

Ms K Bycroft

8875

535747

(b) Shareholdings

Beneficially held

20182017

W J Bell

20,14320,143

T C Glasson

11,950,58811,950,588

M J Donovan

100,000–

G J Popplewell

203,604203,604

M Ford

10,00010,000

Non-beneficially held

20182017

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

463,498701,760

(c) Interests in share dealing

M Ford and M Donovan as Trustees for share purchase scheme

DAT E

PURCHASE/(SALE)

NUMBER OF SHARES$

On market purchase

14/11/201775,300249,991

On market purchase

28/12/201722,93788,241

On market purchase

3/01/201835,000136,495

On market purchase

5/01/201825,77599,309

On market purchase

9/01/201842,541175,950

On market purchase

20/04/201810,70050,004

On market sale

13/11/2017(93,317)(308,511)

On market sale

14/11/2017(47,968)(158,322)

On market sale

15/11/2017(42,633)(140,343)

Transfer to employees (off market)

(266,597)

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
52

GENERAL DISCLOSURES

(d) Disclosures of interests by Directors

W J Bell

T C Glasson

ChairmanSt Georges Hospital Inc

DirectorSabina Ltd

DirectorRyman Healthcare Group of Companies

DirectorMantles Ltd

DirectorCraigpine Timber Ltd

DirectorGlasson Trustee Limited

Director

Cyprus Enterprises and Meadow Mushrooms

DirectorCHC Properties Limited

Group of Companies

DirectorJCG Trustee Limited

DirectorSabina Ltd

Director152 Hereford Limited

DirectorGlasson Trustee Limited

DirectorSIG Trustee Limited

Director152 Hereford Limited

TrusteeHallenstein Glasson Staff Benefit Trust

DirectorCHC Properties Ltd

DirectorWarren Bell Ltd

M Ford

DirectorPoraka Ltd

TrusteeHallenstein Glasson Staff Benefit Trust

DirectorAmalgamated Holdings Ltd

K Bycroft

M Donovan

Advisory Board

DirectorMike and Carol Donovan Trustee Limited

MemberSpotlight Retail Group

DirectorDonovan’s Limited

G J Popplewell

M Devine

None

Director

Briscoe Group Ltd

Director Meridian Energy Ltd

Director IAG New Zealand Ltd

Director IAG (NZ) Holdings Ltd

DirectorChristchurch City Holdings Ltd

Director Foodstuffs South Island Ltd

Director Foodstuffs New Zealand Ltd

Director Devine Consultancy (2014) Ltd

(e) Directors’ insurance

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

arranged Directors’ and Officers’ Liability Insurance that ensures Directors will incur no monetary loss as a result of actions

undertaken by them as Directors provided they act within the law.

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

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

Company information.

STATE OF AFFAIRS

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

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

53
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

EMPLOYEE REMUNERATION

The number of employees with the Group (other than Directors) receiving remuneration (excluding long term incentives) and benefits

above $100,000 in relation to the year ended 1 August 2018 was:

EMPLOYEE REMUNERATION20182017EMPLOYEE REMUNERATION20182017

100,000-109,999

56

250,000-259,999

1–

110,000-119,999

31

270,000-279,999

–1

120,000-129,999

24

280,000-289,999

11

130,000-139,999

42

290,000-299,999

–1

140,000-149,999

52

310,000-319,999

–1

150,000-159,999

–1

340,000-349,999

2–

160,000-169,999

–1

350,000-359,999

–1

170,000-179,999

23

390,000-399,999

–1

180,000-189,999

21

400,000-409,999

3–

190,000-199,999

1–

500,000-509,999

1–

200,000-209,999

32

620,000-629,999

–1

210,000-219,999

32

640,000-649,999

–1

220,000-229,999

11

650,000-659,999

1–

230,000-239,999

11

730,000-739,999

–1

240,000-249,999

1–1,190,000-1,199,9991–

1,360,000-1,369,9991–

CHIEF EXECUTIVE REMUNERATION

The remuneration of the Group Chief Executive Officer for the year ended 1 August 2018 was:

SALARYKIWISAVER

OTHER

BENEFITS SUBTOTAL

SHORT-TERM

INCENTIVE

TOTAL

REMUNERATION

LOAN PROVIDED

UNDER THE

EMPLOYEE SHARE

SCHEME

FY18700,00034,57137,828

772,399417,8091,190,208499,996

The remuneration of the Chief Executive Officer comprises fixed and performance payments. Fixed remuneration includes a

base salary, contributions to Kiwisaver, health insurance, car allowance and a carpark. The Chief Executive Officer received a short-

term incentive (STI) of $417,809. The STI is approved by the Board and is linked to the Group’s financial performance against set

targets. The Chief Executive Officer was issued with shares to the value of $499,996 during the financial year under the Group’s

employee share scheme.

As of the 1 August 2018, the total number of shares held for the benefit of the Group Chief Executive totalled 267,735. For these

shares, loans totalling $916,349 are outstanding.

REMUNERATION TO AUDITORS

The fee for the audit of the Holding Company and subsidiaries, paid to PriceWaterhouseCoopers, was $130,175.

GENERAL DISCLOSURES

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
54

The Board of Directors of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining the highest standards of

corporate governance. This statement gives an overview of the policies and processes that are in place throughout the Company and

how best-practice standards of corporate governance are followed. This statement follows the principles outlined in the NZX Corporate

Governance Code (the Code) and outlines how HGHL is applying the recommendations in the Code.

The key HGHL corporate governance policy documents including the Board and Board committee charters are available at

www.hallensteinglasson.co.nz/investment-centre.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.”

Code of ethics

The Board is committed to the highest standards of conduct and ethical behaviour in all business activities, and has adopted a code

of ethics to promote and support a culture of honest and ethical behaviour, corporate compliance and good corporate governance.

The Code of Ethics sets out the standards of conduct expected of the Directors, senior management and employees in carrying out

their day to day duties. This code provides a guide to the conduct that is consistent with the Company’s values, business goals and

legal obligations. The code contains the internal reporting procedures for any breaches.

New employees receive a copy of the Code of Ethics as part of their induction and it is available on the Group’s website. The Board

reviews the Code of Ethics annually.

Financial Product Trading policy

HGHL is committed to transparency and fairness in dealing with all of its stakeholders and to ensuring adherence to all applicable

laws and regulations. The Financial Product Trading policy details the Company’s policy in relation to trading HGHL shares and

includes restrictions on and procedures for Directors and employees.

The policy details the procedure which must be followed when Directors and senior management (or their related parties) wish to

trade in the Company’s shares. They must notify HGHL and obtain consent prior to trading in HGHL shares, and are only permitted

to trade within the periods of two windows. These windows are from the day on which HGHL’s half year results are released (during

March) and 1 July and between the full year announcement (during September) and 1 January. Trading by an individual holding

non-public material information about the Company is prohibited.

Directors or senior managers must advise the NZX promptly if they trade in the company’s shares within the timeframes required

by law.

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

The Board

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

corporate governance matters and reporting to shareholders. The Board has adopted a board charter which sets out the roles and

responsibilities of the Board and outlines how this interacts with the role of the Group’s management. The Board Charter is available

on the Group’s website.

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

performance. It also establishes delegated authority limits for capital expenditure, treasury, and remuneration.

Glassons and Hallensteins operate as separate subsidiaries, each with its own management team. The Board delegates the

responsibility for the day-to-day management of each subsidiary to the Group CEO and the management of that subsidiary. The

Board is responsible for the appointment of, and assessment of the performance of, the Group CEO and the members of the senior

management team.

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

monthly reporting including profit and loss and balance sheets for each operating subsidiary, together with operations reports from

the senior executive from each business unit.

CORPORATE GOVERNANCE STATEMENT

55
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

CORPORATE GOVERNANCE STATEMENT

Board membership

The Board currently comprises all non-executive Directors (being seven non-executive Directors at the date of this annual report).

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

Chairperson is a non-executive Director.

Independent Directors at the date of this report are:

Michael Donovan

Malcolm Ford

Karen Bycroft

Mary Devine

Other non-executive Directors are:

Warren Bell (Chairman)

Timothy Glasson

Graeme Popplewell

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

nearest to one-third, to retire from office at the annual meeting each year, but shall be eligible for re-election at that meeting.

Those to retire shall be those who have been longest in office since they were last elected or deemed elected.

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

who is appointed a Director by the Board shall retire from office at the next annual meeting of the Company, but shall be eligible for

re-election at that next meeting.

A list of the Directors and their profiles, experience and qualifications is on page 50 of this report. A list of their relevant ownership

interests is on page 52 of this report.

Nomination and appointment of Directors

The Nominations Committee identifies suitably qualified people who could be considered for nomination or appointment as

a Director in the event of a vacancy on the Board. The Nominations Committee Charter includes guidelines relating to Board

composition, considerations for new Director appointments and the process by which potential Directors are nominated and

assessed. All new Directors will enter into a written agreement with HGHL setting out the terms of their appointment.

Diversity

HGHL believe that all eligible people get an equal opportunity and are all treated fairly regardless of backgrounds, views, experiences

and capabilities as well as their beliefs, physical differences, ethnicity, gender, age, thinking style or preferences. The company has

adopted a Diversity and Inclusion Policy that ensures it is continually developing a work environment that supports equality and

inclusion regardless of difference.

In accordance with HGHL’s Diversity and Inclusion Policy, the Board is working on setting measurable objectives for achieving

workplace diversity and inclusiveness, how it will achieve those objectives and how it will measure performance against those

objectives. These are currently in the process of being set given the policy has only recently been adopted which, when set, will bring

HGHL into compliance with Code recommendation 2.5. The Board has responsibility for implementing, reviewing, reporting and

overseeing the policy.

Details of gender composition of the Group’s Directors and senior managers as at the balance date are as follows:

Gender diversity as at 1 August

20182017

Directors

Female

21

Male

55

Officers

Female

12

Male

66

The Board will ensure that new Directors are appropriately inducted to their role. Continuous education is also undertaken by

Directors as appropriate to ensure that they have skills that are relevant and up to date, and that allow them to perform their role

as Directors.

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
56

The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with Directors

individually to discuss their individual performance during the year.

PRINCIPLE 3 – BOARD COMMITTEES

“The Board should use committees where this will enhance effectiveness in key areas, while retaining Board responsibility.”

Remuneration Committee

The Remuneration Committee is comprised of non-executive members of the Board, and is chaired by Mr Timothy Glasson.

The other members of the Committee are Warren Bell and Michael Donovan. The function of the Committee is to make specific

recommendations on remuneration packages and other terms of employment for Directors and senior management. Management

may only attend Committee meetings at the Committee’s invitation. The Committee utilises independent advice where necessary

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

Although the Committee does not currently have a majority of independent Directors in line with Code recommendation 3.3, the

Board believes the current membership has an optimal mix of skills and experience to ensure the Committee achieves its objectives.

In addition, the Committee makes recommendations to the full Board for consideration, which is comprised of a majority of

independent Directors.

The Remuneration Committee Charter is available on the Group’s website.

Audit Committee

The Audit Committee is comprised of non-executive members of the Board, and is chaired by Mr Malcolm Ford. The other members

of the Committee are Warren Bell and Graeme Popplewell. The Committee has a majority of independent Directors. The Committee

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

The main responsibility of the Committee is to ensure internal controls are effective, financial reporting is reliable, and applicable

laws and regulations are complied with. Management may only attend Committee meetings at the Committee’s invitation. The Audit

Committee Charter is available on the Group’s website.

Nominations Committee

The Nominations Committee is comprised of non-executive members of the Board, and is chaired by Mr Michael Donovan.

The other members of the Committee are Timothy Glasson and Warren Bell. When appropriate, the Committee will make

recommendations to the Board on the appointment of Directors.

The Nominations Committee Charter is available on the Group’s website. Although the Committee does not currently have a

majority of independent Directors in line with Code recommendation 3.4, the Board believes the current membership has an optimal

mix of skills and experience to ensure the Committee achieves its objectives.

Health and Safety Committee

HGHL has also established a Health and Safety Committee. The Committee is not a Committee of the Board, although its members

include Directors as well as employees of the Group.

The Committee is chaired by Ms Karen Bycroft. The Committee oversees the:

– Group’s existing health and safety systems and processes.

– Approval of health and safety policies and procedures for the Group.

– Monitoring of any incidents, hazards and risks within the Group’s business.

– Communication to the Board on health and safety matters and ensures the Board is informed on matters relating to

health and safety governance, performance and compliance.

– Regular assessments on health and safety systems.

The Health and Safety Committee Charter is available on the Group’s website.

Takeover response

The Board has implemented protocols that set out the procedures to be followed if a takeover offer is received by HGHL.

CORPORATE GOVERNANCE STATEMENT

57
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 4 – REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of corporate disclosures.”

Financial reporting to shareholders and the market is in accordance with generally accepted accounting principles applied in

New Zealand, and in compliance with relevant legislation and NZX requirements.

The Group’s Sustainability Report is on pages 10 and 11. The Group has appointed a sustainability steering group to consider risks

on environmental, social and governance factors. The steering group has developed the current Group initiatives which include:

– significantly reduce HGHL’s environmental footprint;

– zero tolerance to child / forced labour;

– actively support freedom of association and non-discrimination.

The Board is responsible for ensuring it meets its obligation for continuous disclosure in accordance with NZX Main Board Listing

Rule 10.1 and acknowledges that the intent of these rules is to enable shareholders and the investment market generally to be

promptly informed of any events that may be price sensitive in regards to the Company’s share price.

The Board has adopted a market disclosure policy which outlines the obligations of HGHL and relevant HGHL personnel in satisfying

HGHL’s continuous disclosure requirements. A copy of the policy is available on the Group’s website.

The Directors’ shareholdings, trading of shares, together with other relevant matters for disclosure are set out on pages 51 and 52

of this report.

All key corporate governance documents, including charters and policies, are available on the Group’s website at

www.hallensteinglasson.co.nz/investment-centre.

PRINCIPLE 5 – REMUNERATION

“The remuneration of Directors and executives should be transparent, fair and reasonable.”

Details of Directors’ and Group CEO’s remuneration are shown on pages 51 and 53 of this report.

Shareholders are asked to approve any increases to the pool of Directors’ fees from time to time as required by the NZX Main Board

Listing Rules. Fees are generally established using independent surveys covering New Zealand based organisations of a similar scope

and size.

Key executive remuneration comprises a base salary together with short term and long term incentives that are based on

performance which are earned subject to company profitability. The Remuneration Committee seeks independent advice where

appropriate when setting key executive remuneration.

HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of all Non-executive

Directors and senior management with the aim that ensuring that remuneration is fair and appropriate. A copy of the policy is

available on the Group’s website.

Details of the Group employees who have earned over $100,000 during the financial year and the Group CEO’s remuneration are

shown on page 53 of this report.

PRINCIPLE 6 – 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.”

The Board is responsible for reviewing and approving the Company’s risk management strategy, and maintains a risk framework

that identifies and seeks to manage risks throughout the HGHL group. It also seeks to identify new and emerging risks to the HGHL

Group through this framework. The Board delegates day-to-day management of risk to the Group CEO who may further delegate

such responsibilities to his or her executives and other officers. Significant risks are discussed at Board meetings as required.

While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit Committee reviews the

reports of management and the external 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 to ensure the integrity of reporting.

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
58

The company maintains insurance cover with reputable insurers for most types of insurance risk. All HGHL Group Directors and

senior managers have the benefit of an indemnity as permitted by the Companies Act 1993 and HGHL’s constitution. The HGHL

Group has also implemented Director and Officer (D&O) insurance cover at HGHL’s cost. Details of these indemnities and insurance

are disclosed in HGHL’s interests register as required.

Health and Safety

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

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

HGHL has also established a Health and Safety Committee as part of its commitment to protecting the health, safety and wellbeing

of HGHL Group Employees – see details of the Committee and its role on page 56.

The Health and Safety Committee, along with senior management, is responsible for ensuring that Health and Safety has appropriate

focus and is sufficiently resourced within the Group. Senior management work with the Health and Safety committee to investigate

incidents, analyse hazard/ incident trends to identify and mitigate potential health and safety risks and review, develop and monitor

compliance with health and safety processes and procedures. Health and Safety is a consistent item on the Board meeting agendas to

keep all Directors informed of the Group’s performance across a range of measures.

The Board and the Committee receive detailed reporting on health and safety performance including health and safety incidents,

injury rates by severity, identified hazards and outputs from the workers’ health and safety forum meetings.

All staff are trained on Health and Safety procedures at induction, some examples of these include working from height, manual

lifting and personal safety. Registers are kept of potential hazards at each store and regular reviews/audits of compliance with health

and safety processes and procedures are carried out. Particular focus is placed on safety in our Distribution Centres and regular risk

assessments are carried out. The Group also provides an Employee Assistance Programme to support with employee wellbeing.

PRINCIPLE 7 – AUDITORS

“The Board should ensure the quality and independence of the external audit process.”

The Audit Committee is responsible for overseeing the external audit arrangements. Ensuring that external audit independence

is maintained is one of the key aspects in discharging this responsibility. An Audit Independence Policy has been adopted by the

Committee to assist in meeting this responsibility. The Audit Independence Policy covers the following areas:

• Provision of related assurance services by the external auditors.

• Auditor rotation.

• Relationships between the auditor and the Company.

• Approval of auditor.

The Audit Committee shall only approve a firm to be auditor if that firm would be regarded by a reasonable investor with full

knowledge of all relevant facts and circumstances as capable of exercising objective and impartial judgement on all issues

encompassed within the auditor’s engagement. The Audit Committee must approve significant permissible non-audit work

assignments that are awarded to an external auditor. A copy of the policy is available on the Group’s website.

The external auditors are required to be available at each annual meeting.

Internal audit

The Company does not have an internal audit function. The Board is confident the key risks of the business are being adequately

managed and the internal control framework is operating effectively, including through the risk identification and management

processes outlined above.

CORPORATE GOVERNANCE STATEMENT

59
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 8 – SHAREHOLDERS’ 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 releases all material information to the NZX as required by the NZX Main Board Listing Rules, and also posts any key

announcements to the Company website at www.hallensteinglasson.co.nz. Other key information, including annual reports, the

constitution and key corporate governance documents are also posted for ease of reference. Consistent with best practice and the

Company’s continuous disclosure obligations under the NZX Main Board Listing Rules, external communications that may contain

market sensitive data are released through NZX in the first instance. The Board approves all communications with shareholders.

Shareholders are provided with the option of receiving communications from the Company electronically. The Company’s website

includes a section on investor communications and the Company welcomes investor enquiries.

Notice of the AGM is sent to shareholders and is posted on the company’s website at least 4 weeks prior to the meeting.

As required by the Companies Act and NZX Main Board Listing Rules, the Company refers any significant matters to shareholders for

approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead of the meeting or by polling if attending the

meeting in person.

SHAREHOLDER INFORMATION

ANALYSIS OF SHAREHOLDING AS AT 28 SEPTEMBER 2018

RANGE

HOLDER

COUNT

HOLDER

COUNT %

HOLDING

QUANTITY

HOLDING

QUANTITY %

1 to 99831.49 2,6780.01

100 to 1991182.11 15,6900.03

200 to 4992995.35 95,1940.16

500 to 9994307.70 287,3900.48

1,000 to 1,9991,09319.57 1,437,1972.41

2,000 to 4,9991,67529.99 5,028,7258.43

5,000 to 9,99995517.10 6,121,56910.26

10,000 to 49,99983314.92 14,302,75023.98

50,000 to 99,999561.00 3,646,5566.11

100,000 to 499,999360.65 7,403,77912.41

500,000 to 999,99930.05 1,611,4932.70

1,000,000 to 9,999,999,999,99940.07 19,696,04033.02

Total

5,585100.00 59,649,061100.00

HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018
60

TOP 20 SHAREHOLDING AS AT 28 SEPTEMBER 2018

RANKNAMEADDRESSSHARES

% OF

SHARES

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

2.HSBC NOMINEES (NEW ZEALAND) LIMITED -

NZCSD

PO Box 5947 Wellesley Street,

Auckland, 1141

4,222,124 7.08

3.CITIBANK NOMINEES (NEW ZEALAND)

LIMITED - NZCSD

GPO Box 764G, Melbourne VIC,

AUSTRALIA, 3000

2,325,453 3.90

4.FNZ CUSTODIANS LIMITEDPO Box 396, Wellington, 61401,197,875 2.01

5.KEVIN JAMES HICKMAN + JOANNA HICKMAN +

JOHN ANTHONY CALLAGHAN

PO Box 79084, Avonhead,

Christchurch, 8446

565,000 0.95

6.TEA CUSTODIANS LIMITED CLIENT PROPERTY

TRUST ACCOUNT - NZCSD

Att: Chris Campbell, PO Box 3121,

Wellington, 6140

546,493 0.92

7.KEVIN JAMES HICKMAN + JOANNA HICKMAN24 Waiwetu Street, Fendalton,

Christchurch, 8052

500,000 0.84

8.NATIONAL NOMINEES NEW ZEALAND

LIMITED - NZCSD

c/o Iss - Manila Team Proxy Forms,

Gpd Operations, 15TH Floor Solaris

One Building, 130 De La Rosa Street,

Makati City, PHILIPPINES, 1229

451,367 0.76

9.FORSYTH BARR CUSTODIANS LIMITEDPrivate Bag 1999, Dunedin, 9054439,293 0.74

10.CUSTODIAL SERVICES LIMITEDPO Box 13155, Tauranga, 3141423,294 0.71

11.INVESTMENT CUSTODIAL SERVICES LIMITEDPO Box 35, Shortland Street, Auckland,

1140

407,263 0.68

12.JBWERE (NZ) NOMINEES LIMITED Private Bag 92085, Victoria Street

West, Auckland, 1142

326,785 0.55

13.CUSTODIAL SERVICES LIMITED PO Box 13155, Tauranga, 3141319,453 0.54

14.CUSTODIAL SERVICES LIMITEDPO Box 13155, Tauranga, 3141306,877 0.51

15.HSBC NOMINEES (NEW ZEALAND) LIMITED

A/C STATE STREET -NZCSD

PO Box 5947, Wellesley Street,

Auckland, 1141

302,390 0.51

16.ACCIDENT COMPENSATION CORPORATION -

NZCSD

c/- Jp Morgan Att Asset Services, PO

Box 5652, Wellington, 6140

300,000 0.50

17.MALCOLM FORD + MICHAEL DONOVAN + HLG

EMPLOYEE SHARE SCHEME

PO Box 91148, Victoria Street West,

Auckland, 1142

267,735 0.45

18.JPMORGAN CHASE BANK NA NZ BRANCH-

SEGREGATED CLIENTS ACCT - NZCSD

Att: Asset Services, PO Box 5652,

Wellington, 6140

246,885 0.41

19.ASB NOMINEES LIMITEDPO Box 35, Shortland Street, Auckland,

1140

228,310 0.38

20.BNP PARIBAS NOMINEES (NZ) LIMITED -

NZCSD

Level 13 Pwc Tower,

113-119 The Terrace, Wellington, 6011

206,377 0.35

Totals: Top 20 holders of ordinary shares25,533,562 42.81

Total remaining holders balance34,115,499 57.19

SHAREHOLDER INFORMATION

61
HALLENSTEIN GLASSON HOLDINGS LTD ––––––– ANNUAL REPORT 2018

CALENDAR

ANNUAL BALANCE DATE 01 AUGUST

PRELIMINARY PROFIT ANNOUNCEMENT SEPTEMBER

REPORTS AND ACCOUNTS PUBLISHED OCTOBER

HALF YEAR RESULTS MARCH

INTERIM DIVIDEND APRIL

FINAL DIVIDEND 17 DECEMBER 2018

ANNUAL GENERAL MEETING 12 DECEMBER 2018

DIRECTORY

AUDITORS

PRICEWATERHOUSECOOPERS

BANKERS

ANZ BANK NEW ZEALAND LTD.

REGISTERED OFFICE

LEVEL 3

235-237 BROADWAY

NEWMARKET

AUCKLAND 1023

TEL +64 9 306 2500

FAX +64 9 306 2523

POSTAL ADDRESS

PO BOX 91-148

AUCKLAND MAIL CENTRE

AUCKLAND 1141

SHARE REGISTRAR

COMPUTERSHARE INVESTOR

SERVICES LIMITED

PRIVATE BAG 92119

AUCKLAND 1142

TEL +64 9 488 8700

WEBSITES

HALLENSTEINGLASSON.CO.NZ

GLASSONS.COM

HALLENSTEINS.COM

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.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • DGL — Delegat Group Limited: DGL – Annual Report 2018
    2018-09-26

    WINNING THE WORLD OVER DELEGAT GROUP LIMITED ANNUAL REPORT 2018 cmyk spot over gloss Matt Seal outside CONTENTS Performance Highlights Financial Highlights Notice of Meeting Executive Chairman’s Report Managing Director’s Report Board of Directors Directors’ Responsibility S…”

  • EBO — EBOS Group Limited: ASX Appendix 4E
    2018-08-22

    4 Stronger together Stronger together At EBOS Group, community is central to everything we do – it’s built into the values of every EBOS business and lived each day by our dedicated team across New Zealand and Australia. We believe that by helping others we are stronger t…”

  • DGL — Delegat Group Limited: DGL – 2018 Full Year Results
    2018-08-23

    1. Operating Performance is a non-GAAP measure and as such does not have a standardised meaning prescribed by GAAP. It may therefore not be comparable to non-GAAP measures presented by other entities. DELEGAT GROUP LIMITED Results for announcement to the market Reporting P…”