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The Warehouse Group – 2019 Annual Results Announcement

Full Year Results24 September 2019WHSConsumer Discretionary

Results for announcement to the market
Name of issuer The Warehouse Group Limited

Reporting Period 30 July 2018 to 28 July 2019

Previous Reporting Period 31 July 2017 to 29 July 2018

Currency NZD

Interim Dividend

Record Date 22 November 2019

Dividend Payment Date 05 December 2019

Contact phone number

Contact email address

Date of release through MAP

Audited financial statements accompany this announcement.

Current periodPrior comparable period

up 2.4 % $ 3,072,619

Amount per Quoted Equity

Security

8.00 cents

Imputed amount per

Quoted Equity Security

3.1111 cents

Profit/(loss) from

continuing operations

$ 67,310 up 146.9 %

Net profit (loss) attributable

to shareholders

$ 65,382 up 185.8 %

09 217 7651

Jonathan.Oram@thewarehouse.co.nz

25 September 2019

105.8 cents (29 July 2018)

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Refer to media release

Authority for this announcement

Name of person authorised to

make this announcement

Joan Withers (Chair)

Net tangible assets per

Quoted Equity Security

103.3 cents (28 July 2019)

Jonathan Oram (Group Chief Financial Officer)

Contact person for this

announcement

Revenue from continuing

operations

$ 3,071,357 up 2.6 %

Total Revenue

The Warehouse Group Limited

Results for announcement (for Equity and Debt Security issuer)

Amount (000s)Percentage change

---

FY19 Annual Results
September 2019

This presentation may contain forward looking statements and projections. There can be no certainty of the outcome and projections involve known and unknown risks, uncertainties, assumptions and
other important factors that could cause the actual outcomes to be materially different from the events or results expressed or implied by such statements and projections.

While all reasonable care has been taken in the preparation of this presentation, The Warehouse Group Limited does not make any representation, assurance or guarantees as to the accuracy or

completeness of any information in this presentation. The forward-looking statements and projections in this report reflect views held at the date of this presentation.

Except as required by applicable law or any applicable Listing Rules, the Relevant Persons disclaim any obligation or undertaking to update any information in this presentation.

A number of non-GAAP financial measures are used in this presentation. You should not consider any of these in isolation from, or as a substitute for, the information provided in the audited

consolidated financial statements, which are available at www.thewarehousegroup.co.nz.

This presentation does not constitute investment advice, or an inducement, recommendation or offer to buy or sell any securitiesin The Warehouse Group Limited.

Disclaimer

2

FY19 at a Glance
1

Adjusted NPAT is a non-GAAP measure. A reconciliation to NPAT is located on slide 18.

2

Based on normalisedonline sales adjusted for the closure of online platforms during FY19.

3

The Warehouse Group Ethical Sourcing Policy 2019.

3

$3.1b

in Group Sales

26%

increase in

Adjusted NPAT

1

83%

increase in

Operating

Cash Flow

2.25m

average customer visits

per week

175

transformation initiatives

completed

35,000

homes visited by

Noel Leeming Tech Experts

53%

reduction in Net Debt

18%

growth in online sales

2

(now 7.8% of Group Sales)

19%

Mobile Web App Sales %

of The Warehouse Online Sales

57%

increase in

Click & Collect use

Development

and launch of

TheMarket

1

st

NZ carbon neutral retailer

(3

rd

globally)

30%

of our fleet to be electric vehicles

by end of 2019

$67m

raised in donations for New

Zealand since 1982

100%

of private label manufacturing sites

are required to meet our ethical

sourcing standards

3

Chair’s Update

Performance
•We are pleased with this year’s result which is one of our strongest from a profitability perspective for a number of years

•Evidence of our transformation process is starting to show through –from our relationships with customers and suppliers,

our impact on the environment and our financial results

•Sales for the Group were up 2.6% on last year, with retail sales up across all brands

•Adjusted NPAT was up 25.6% to $74.1m, reflecting top line growth and benefits from our transformation programme

•Adjusted NPAT includes $6.0m of costs associated with the development of TheMarket, our new e-commerce platform.

We are excited by its potential as we seek to provide New Zealanders with access to local and international labels as well

as alternative ways to shop

•Backing that investment out from the result would show a 31.1% improvement in Adjusted NPAT

•The Board has confirmed a final dividend of 8.0 cents per share, bringing total pay-out for the period to 17.0 cents per

share. This represents a pay-out of 80%, within the Group’s stated policy of 75% to 85% of Adjusted NPAT, and a one

cent improvement on last year

Chair’s Update

5

Transformation Update
•Our transformation programme continues to add rigour and discipline to how we work and to enable us to explore greater

efficiencies

•We have implemented 175 initiatives across merchandise, store performance, logistics, non-trade spend and other

workstreams and I am impressed that we have been able to sustain the level of intensity in terms of the execution of the

programme over this period

•While this is a result to be proud of, our commitment to this transformation programme remains and there is still work to

be done. This is necessary given the nature of a retail environment that is in a constant state of change. We are

committed to our plan for improving the long term profitability of The Warehouse Group and we are confident that there is

now both the trading momentum and execution capability for the gains within the business to continue

Chair’s Update

6

Board Update
•Will Easton was appointed to the Board in October 2018

•Sir Stephen Tindall has decided to take a further year’s leave of absence due to his work commitments and Robbie

Tindall will continue as his alternate

•We are pleased to announce that Renee Mateparae, who is currently the lead of the Future Connectivity team at Spark,

has just commenced her time with The Warehouse Group Board as part of the Future Directors Programme

Integrated Reporting

•Last year we introduced what integrated reporting would look like for the Group. This is our first year of integrated

reporting which reflects our commitment to improving transparency and providing shareholders and analysts with the

widest possible view of our activities as part of good corporate governance

Chair’s Update

7

Group Update

•FY19 demonstrated that our transformation and strategy are delivering
•Our transformation programme on fixing the retail fundamentals has helped us change the way we work and has

enabled us to lift our ability to execute, which is now reaping financial benefits

•The Warehouse, Warehouse Stationery, and Noel Leeming all reported operating profit growth

•We successfully launched our digital platform –TheMarket –part of our wider strategy to construct an enhanced

ecosystem for our customers around our business

•Importance of investment in the transformation program cannot be understated given current and future competition from

international retailers and the changing ways our customers want to shop. Our focus is on making the most of our

advantages as a New Zealand based retailer with a significant omni-channel footprint, engaged customers, and deep

community relationships

•As an organisation we recognise the need to continually change in order to meet the evolving needs of New Zealanders.

This means changing the way we work as a business –both internally and with our partners. This has been a significant

focus for the year and in planning for our future

Group Performance Review

9

Key Metrics by Brand
1

Apple iOS App Store and Google Play Store.

10

+1.8%

Retail Sales

+11%

Online Sales Growth

#1

In “BackToSchool”

+75%

Mobile Web-based Sales

Most 5-star reviews of any NZ

shopping app

1

6.2%

Retail Operating Profit Margin

(220 basis point improvement)

+0.6%

Retail Sales

+23%

Online Sales Growth

5.0%

Retail Operating Profit Margin

(80 basis point improvement)

+39%

Click & Collect Fulfilment

19%

Mobile Web App Sales %

of The Warehouse Online Sales

+29%

Click & Collect Fulfilment

Key Metrics by Brand
11

-4.1%

Retail Operating Profit Margin

(320 basis point decline)

+5.0%

Retail Sales

+45%

Online Sales Growth

+10%

Tech Solutions Sales

+60%

Mobile Web-based Sales

+5.6%

Retail Sales

+33%

Online Sales Growth*

+4

New stores opened

+64%

Mobile Web-based Sales*

4.1%

Retail Operating Profit Margin

(60 basis point improvement)

+68%

Click & Collect Fulfilment

+128%

Click & Collect Fulfilment*

* Excludes 1-day

Phase 1
Phase 2

Phase 3

Phase 4

Phase 5

Progressing Our Transformation

12

RISE –way of working

Systems and processes

Digital future / Customer experience

EDLP

Creation of COEs

Towards a 21
st

Century Customer-lead,

Technology-driven Ecosystem

13

Through Building a Change Able Performance Culture
14

We provide exceptional

experiences by putting our

customers first

We are change able and

have a winning culture

We are productiveand

make speed a habit

Group Financials

FY19 Annual Results
16

•Retail Sales up 2.6% on last year with sales growth across all

our brands and improving momentum into year end

•Retail Gross Profit up 3.8% and Gross Margin improvement

of 40 basis points, reflecting benefits of our transformation

programme

•Cost of Doing Business up 1.8% but down as percentage of

Sales reflecting investment in transformation, Torpedo7 store

network growth and TheMarket

•Overall, it was a strong year for the Group with Operating

Profit up 22.9% and Adjusted NPAT from Continuing

Operations up 25.6%

•Operating Cash Flow up 83.5%, benefitting from overall

performance and working capital initiatives

•The Board have announced a Final Dividend of 8.0 cps

bringing the total pay-out for FY19 to 17.0 cps (up from 16.0

cps in FY18)

$ million20192018Variance

Retail Sales

3,071.4 2,994.6

2.6%

Retail Gross Profit

1,028.6 991.2

3.8%

Gross Margin %33.5%

33.1%

40 bps

Retail CODB

916.2 899.8

1.8%

CODB %29.8%

30.0%

(20) bps

Retail Operating Profit

112.4 91.4

22.9%

Operating Margin %3.7%

3.1%

60 bps

Continuing NPAT (Reported)

67.3 27.3

146.9%

Continuing NPAT (Adjusted)

74.1 59.0

25.6%

NPAT (Reported)

65.4 22.9

185.8%

Operating Cash Flow

198.0 107.9

83.5%

Ordinary Dividend

17.0 16.0

1.0 cps

For the period ended 28 July 2019

Group H1 and H2 Performance
17

For the Year ended 28 July 2019

$ millionH2H1

20192018Variance20192018Variance

Retail Sales

1,430.8 1,396.5

2.5%

1,640.5 1,598.1

2.7%

Retail Gross Profit

495.4 468.7

5.7%

533.2 522.5

2.1%

Gross Margin %34.6%33.6%100 bps

32.5%32.7%

(20) bps

Retail CODB

443.5 435.7

1.8%

472.7 464.1

1.9%

CODB %31.0%31.2%(20) bps

28.8%29.0%

(20) bps

Retail Operating Profit

51.9 33.0

57.2%

60.5 58.4

3.5%

Operating Margin %3.6%2.4%120 bps

3.7%3.7%

-

Continuing NPAT (Adjusted)

34.5 21.3

61.5%

39.6 37.7

5.2%

•We are pleased with the H2 result for the Group, particularly with the warmer weather impacting seasonal sales

•Second half began to show benefits of initiatives focused on gross margin improvement

•Significant improvement in H2 profitability due to trading, improvement in the quality of the balance sheet, and relatively lower incentives

Adjusted vs Reported NPAT
18

•Restructuring costs relating to the group transformation were

$15.7m, in-line with guidance provided in the FY19 Interim

Results

•Realised a property profit of approximately $11.8m from the

sale of land adjacent to the Auckland Support Office

•Fully impaired the brand assets associated with the 1-day

business of $5.5m

•Discontinued Operations relates to the winding up of the

Diners Club (NZ) business

•We expect to realise further benefits in relation to our

transformation programme over FY20 and further restructuring

cost of $18m –$20m in H1

For the period ended 28 July 2019

$ millionNPAT

FY19FY18Variance %

Adjusted Earnings

74.1 59.0 25.6%

Adjusted for:

Restructuring costs

(15.7)(8.7)

80.0%

Gain on property disposals

11.8 0.2

nm

Brand and Goodwill impairment

(5.5)(25.6)

(78.6)%

Income tax

2.6 2.4

10.8%

Reported Earnings

67.3 27.3

146.9%

Discontinued Operations

(1.9)(4.4)

(56.0)%

NPAT Attributable to

Shareholders

65.4 22.9

185.8%

To improve the understanding of underlying business performance, the Group adjusts profit for unusual and non-operating items. Unusual items include profits

from the sale of assets and losses associated with adjustments in carrying value of assets, M&A activity and restructuring costs.

Balance Sheet
19

•Significant improvement in operating cash flow due to

trading, working capital initiatives and lower capital

expenditure relative to last year

•Net debt reduced by $86.1m to $76.2m, this is a

reduction of 53.1% compared to last year and the third

consecutive year of debt reduction

•The current level of gearing of 13.6% is helping to build

capacity in advance of expected future investment in

planned transformation and growth initiatives

•The Group is targeting gearing below 30% over the next

three financial years

As at 28 July 2019

$ million20192018Variance

Inventory

517.8 523.8

(6.0)

Trade and Other Receivables

90.779.8

10.9

Trade and Other Payables

(352.7)(279.0)

(73.7)

Provisions

(82.0)(88.0)

6.0

Working Capital

173.8 236.6

(62.8)

Fixed Assets

271.2 272.9

(1.7)

Held for Sale

-3.7

(3.7)

Funds Employed

445.0 513.2

(68.2)

Tax Assets

37.8 32.0

5.8

Derivatives

(0.1)16.4

(16.5)

Goodwill and Brands

75.5 81.0

(5.5)

Capital Employed

558.2 642.6

(84.4)

Shareholders Equity

481.3 479.4

1.9

Minority Interests

0.7 0.9

(0.2)

Net Debt

76.2 162.3

(86.1)

Sources of Funds

558.2 642.6

(84.4)

Gearing13.6%25.3%

Cash Flow
20

•Operating cash flow has improved 83.5% on LY to

$198.0m

•Further reduction in Working Capital from the impact of

inventory and trade creditor initiatives

•Capex of $61.3m (excluding $777k of payables at year

end) was below guidance given at the FY19 Interim

Result as a number of transformation initiatives planned

to land in FY19 have been pushed into the early part of

Q1 FY20

•Divestments last year included Lunn Ave and the sale of

the Financial Services business

•Consequently, Net Cash Flow is up $30.2m on LY

•Cash Flow shows a $3.5m reduction in dividends paid

due to a lower interim dividend in FY19 of 9 cps versus

10 cps in FY18

For the period ended 28 July 2019

$million20192018Variance

Trading EBITDA

173.0 151.1

21.9

Working Capital

77.2 (5.9)

83.1

Taxes Paid

(26.5)(14.1)

(12.4)

Interest Paid

(8.7)(9.3)

0.6

Discontinued EBITDA

(3.1)(3.5)

0.4

Other Items

(13.9)(10.4)

(3.5)

Operating Cash Flow

198.0 107.9

90.1

Capital Expenditure

(61.3)(70.2)

8.9

Divestments

1.9 12.2

(10.3)

Divestments -Discontinued

1.9 62.5

(60.6)

Dividends Received

0.2 0.3

(0.1)

Dividends Paid

(52.3)(55.8)

3.5

Other

(2.2)(0.9)

(1.3)

Net Cash Flow

86.2 56.0

30.2

Opening Net Debt

(162.3)(218.3)

56.0

Closing Net Debt

(76.2)(162.3)

86.1

FY19 Capex Spend
21

•Increased discipline around the allocation of capital has

resulted in capital spend this year below guidance

•Additionally there were transformation initiatives that

were originally planned to land in FY19 that are now

expected to occur in the first half of FY20

•Investment in stores included the execution of six Blue

Sheds being integrated into Red Sheds (store-within-a-

store) and an additional four T7 stores

•Investment in a Warehouse Management System drove

the proportion of capital spent on logistics higher than

guidance, the first phase of which has delivered

improvement in eCommerce fulfilment metrics

•Over the FY20 –FY22 periods we are expecting an

average capital expenditure of $100m –$120m

39%

Stores &

Distribution Centres

40%

Information

Systems and Digital

Initiatives

21%

Logistics

Total FY19 capex

$62.1m

Divisional Performance Review

Divisional Summary
23

$1,705.7m

55.5%

The

Warehouse

$924.6m

30.1%

Noel

Leeming

$268.6m

8.7%

Warehouse

Stationery

$172.5m

5.6%

Torpedo7

Group

$85.1m

The

Warehouse

$38.1m

Noel

Leeming

$16.7m

Warehouse

Stationery

-$7.0m

Torpedo7

Group

-$20.4m

Other*

$112.4m

Total Group

Retail Sales FY19Retail Operating Profit FY19

*Includes Digital Retail costs (TheMarket) of $6.0m and $14.4m of Other Group costs.

$3,071.4m

$million20192018Variance
Retail Sales

1,705.7 1,695.8 0.6%

Same Store Sales Growth1.5%

(3.0)%450 bps

Retail Gross Profit

658.4 642.4 2.5%

Gross Margin %38.6%

37.9%70 bps

Retail CODB

573.3 571.0 0.4%

CODB %33.6%

33.7%(10) bps

Retail Operating Profit

85.1 71.4 19.1%

Operating Margin %5.0%

4.2%80 bps

Stores

9393

-

For the period ended 28 July 2019

•FY19 was a year of development and transformation for the brand.

Good progress was made following the move to Every Day Low

Pricing and we saw clear benefits from the transformation initiatives,

especially around merchandising, cost of goods sold and gross margin

•Overall, Retail Sales were up 0.6% on LY with a strong H2

performance. Despite a warmer than normal winter period, H2 Same

Store Sales (SSS) growth was 2.2%, driving SSS growth to 1.5% for

the year

•Challenges due to the weather notably impacted the Head-to-Toe

category with General Merchandise and Home delivering strong sales

and margin

•Gross profit improved 2.5% to $658.4m and GM% also grew 70 bps,

benefiting from the transformation initiatives focussed on COGS and

pricing in an EDLP environment

•Operating profit increased 19.1% to $85m, benefiting from careful

management of CODB -particularly of store labour

24

For the period ended 28 July 2019
•Warehouse Stationery performed well in FY19, recording a record

profit despite industry headwinds in its core stationery categories

•FY19 has been a year focused on delivering valuable solutions for

our customers and getting back to historical performance

•Retail Sales are up 1.8% on LY and we are most encouraged by

improvements in margin percentage and very careful management

of CODB that have delivered an excellent Retail Operating Profit

result

•Retail Operating Profit increased 57.4% to $16.7m, with margin also

improving to 6.2%. This result is the best ever for the brand

(previously $15.7m in FY17)

•All key categories have grown in sales and margin with outstanding

performance from Print & Copy and Furniture

•6 store-within-a-store integrations were implemented in FY19

bringing the total to 10, and initial observations are positive. We

continue to proactively assess opportunities to undertake this

integration across our portfolio of Red and Blue sheds

$million20192018Variance

Retail Sales

268.6 263.8

1.8%

Same Store Sales Growth1.4%(6.0)%740 bps

Retail Gross Profit

112.8 104.7

7.8%

Gross Margin %42.0%39.7%230 bps

Retail CODB

96.1 94.1

2.2%

CODB %35.8%35.7%10 bps

Retail Operating Profit

16.7 10.6

57.4%

Operating Margin %6.2%4.0%220 bps

Stores

70*70*

-

25

* Includes 10 store-within-a-store integrations. Four integrations implemented in FY18.

For the period ended 28 July 2019
•The focus in FY19 was to deliver exceptional technology solutions to

our customers through the knowledge of our Passionate Experts

•Noel Leeming built on its excellent H1 result and delivered FY19 Retail

Sales growth of 5.0% with 22.3% growth in Retail Operating Profit to

38.1m, a record result for the brand

•Significant growth opportunities exist through service offerings of Tech

Solutions and Consumer Protections. In FY19, Sales from Services

were up 11.4%, which includes increases in Tech Solutions and

Protections of 10.0% and 12.1%, respectively

•Strong category performances in Home Appliances, Cellular/Wearables

and Audio Visual. Home Appliances was a standout performer this year

with Small Appliances performing particularly well

•In FY19, three new clearance centres were opened in Glenfield,

Henderson and St Lukes

$million20192018Variance

Retail Sales

924.6 880.5

5.0%

Same Store Sales Growth2.8%5.7%(290) bps

Retail Gross Profit

210.3 198.9

5.7%

Gross Margin %22.7%22.6%10 bps

Retail CODB

172.2 167.7

2.7%

CODB %18.6%19.1%(50) bps

Retail Operating Profit

38.1 31.2

22.3%

Operating Margin %4.1%3.5%60 bps

Stores

77 74

3

26

For the period ended 28 July 2019
•Torpedo7 Group is made up of Torpedo7 and 1-day. Torpedo7 Group has

undergone a tremendous amount of change in FY19 as we have

continued to execute on our strategy of brand clarity, a refined product

offering and store expansion

•Sales increased 5.6% and Gross Profit increased 1.2% on LY in

Torpedo7 Group

•Total Retail Sales were $172.5m for Torpedo7 Group, of which $107.6m

of sales were attributed to Torpedo7 and $64.9m to 1-day

•Torpedo7 experienced strong sales growth in Bike and Water categories

and from additional stores

•CODB increased 14.9% and Retail Operating Profit was a loss of $7.0m.

Higher operating costs were driven from our store expansion programme

•We opened 4 new stores in FY19 in New Plymouth, Palmerston North,

Te Rapa and Manukau

•Overall good progress has been made on brand positioning and store

network expansion, but gross margin is below expectations. A dedicated

leadership team under Simon West has been formed

•1-day’s profitability was consistent with last year, however its current and

future outlook doesn’t support the brand’s carrying value which we have

written-off

$million20192018Variance

Retail Sales

172.5 163.4

5.6%

Same Store Sales Growth4.4%1.3%310 bps

Retail Gross Profit

39.8 39.3

1.2%

Gross Margin %23.1%24.0%(90) bps

Retail CODB

46.8 40.7

14.9%

CODB %27.2%24.9%230 bps

Retail Operating Profit

(7.0)(1.4)

(385.6)%

Operating Margin %-4.1%-0.9%(320) bps

Stores

18 14

4

27

FY20 Outlook and Dividend

We expect FY20 to be a year where we will continue to see the benefits of our transformation programme as well as
investment in new transformation and growth initiatives.

•In FY19 we achieved some solid sales growth within the brands.We expect this overall trend to continue but with an

increasing focus on gross margin and CODB improvement

•TheMarket is expected to generate an operating loss in the range of $14m –$17m as we continue develop the platform’s

functionality and offer and build scale

•In H1 we expect to realise further restructuring costs of $18m –$20m as we complete the current transformation

programme

•We are expecting to have several years of capital expenditure in the range of $100m –$120m, but with gearing remaining

below 30%

•We expect continued headwinds from labour cost inflation, fuel and currency, and some increased volatility around the

latter two

•The earnings outlook for FY20 will be dependent on the critical Q2 trading period and earnings guidance for the year will

be considered at the end of this quarter

FY20 Outlook

29

•Dividend policy remains unchanged with a dividend pay-out ratio of 75% –85% of Adjusted Net Profit After Tax
•The Directors are pleased to confirm the final dividend for FY19 of 8.0 cent per share. This brings the total dividend for

FY19 to 17.0 cents per share fully imputed and a one cent per share improvement on FY18

•Total Dividend pay-out represents 80% of Group Adjusted Net Profit After Tax

•Dividend Record Date: 22 November 2019

•Payment Date: 5 December 2019

Dividend

30

94%

80%

81%

94%

80%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

10

11

12

13

14

15

16

17

18

19

20

FY15FY16FY17FY18FY19

Dividend (cps) and Pay-out Ratio FY15 -FY19

Dividends cents/sharePayout ratio

Thank you
& Questions

---

______________________________________________________________


To: Market Information Services Section

NZX Limited

_________________________________________________________________________________


Wednesday 25 September 2019


The Warehouse Group lifts adjusted full-year profit by 25.6 per cent


Highlights


• Adjusted Net Profit After Tax of $74.1m, up 25.6 per cent on last year

• Reported Net Profit After Tax attributable to shareholders up 185.8 per cent to $65.4m

• Group sales were $3,071.4m, up 2.6 per cent compared to FY18

• Warehouse Stationery achieved a record operating profit of $16.7m

• Noel Leeming sales up 5.0 per cent, achieving record retail operating profit of $38.1m

• Group online sales (online, mobile and mobile app) up 18% to $239.2m

• Final dividend of eight cents per share, total dividend for FY19 17 cents per share



The Warehouse Group has announced an Adjusted Net Profit After Tax (NPAT) of $74.1m for the 2019

financial year, up 25.6 per cent on last year. Group retail sales were up 2.6 per cent with sales growth

across all four major trading brands. Reported NPAT attributable to shareholders is $65.4m for the

year, up 185.8 per cent on last year.


Gross margin improved by 40 basis points and Group operating profit was up 22.9 per cent. The

Warehouse Group Chair Joan Withers said the Board was pleased with this year’s result, which was

one of the strongest profitability-wise for a number of years. “Evidence of the changes we are making

to the business and the rigour and discipline provided by the transformation programme are starting

to show through.


“While we are proud of what we have achieved this year, there is still more work to be done and we

are conscious of the ever-changing retail landscape. We are committed to our long-term plan of

improving the profitability of The Warehouse Group and we are confident that we are on the right

track.”


Group Chief Executive Nick Grayston said discipline, tenacity and hard work had paid off. “Thank you

to all the team members at The Warehouse Group for their contribution to this result.


“The considerable work done over recent years is now evident on the bottom line which is gratifying,

and we are looking forward to delivering on the next steps of our strategy.”


Shareholders of The Warehouse Group will receive a final dividend of eight cents per share, taking the

overall dividend payment for the year to 17 cents per share fully imputed. This is a one cent increase

on last year, and the highest dividend in five years.



The Warehouse is making good progress following the decision to move to everyday low pricing, said

Nick Grayston. The brand recorded sales of $1,705.7m, up 0.6 per cent on last year, with a strong


second-half performance. Despite warmer than usual weather during winter, the second half of the

year saw same store sales growth of 2.2 per cent, driving same store sales growth to 1.5 per cent for

the year. Gross profit improved by 2.5 per cent to $658.4m and gross margin also grew 70 basis

points. Operating profit increased 19.1 per cent to $85.1m.


Nick Grayston said FY19 was a year of development and transformation for The Warehouse.

“Transformation-related initiatives played a large part in the result including improved inventory

management and supplier terms along with careful management of costs.”


Warehouse Stationery has recovered from its systems integration and stock availability issues and

returned to historical levels of performance to deliver a record retail gross profit of $112.8m. Retail

sales were up 1.8 per cent to $268.6m and gross operating profit improved 57.4 per cent to $16.7m.


“The focus on delivering valuable solutions for customers and careful management of costs has paid

off despite industry headwinds in core stationery categories.” Print and Copy and Furniture

categories performed particularly well.


Noel Leeming continued its upwards momentum with a record retail operating profit of $38.1m in

FY19, with sales up 5.0 per cent. “The technology expertise offered to customers has made the brand

experience more valuable, as people look to incorporate more and more technology into their lives,”

said Nick Grayston.


“Noel Leeming commercial sales continue to improve and the services part of the business, including

My Tech Solution in-home and store-based technology assistance, grew by 11.4 per cent.


“We see significant continued growth opportunities within the Noel Leeming and commercial

businesses.”


Sales in Torpedo7 Group increased 5.6 per cent year on year and gross profit increased 1.2 per cent,

however due to costs associated with the Torpedo7 store expansion programme, the business made

an operating loss of $7.0m. “We see this business as having a lot of potential, but continued focus is

important. To that end we recently appointed Simon West as CEO for Torpedo7 who will ensure a

dedicated focus to this business.”


Group online sales were up 18 per cent, now 7.8 per cent of total Group sales. “While online sales

currently make up a small percentage of total retail sales, they are a critical part of our growth

strategy,” said Nick Grayston.


“After balance date, we launched our new digital platform TheMarket, part of the execution of our

wider strategy to construct an enhanced service-based ecosystem around our business.”


The Warehouse Group strategy and outlook

“Our strategy of fixing the retail fundamentals and investing in the digital future is showing promising

signs of delivering results in terms of profit, revenue growth and customer behaviour, and remains

unchanged.


“An important part of this is developing a customer ecosystem that will provide solutions for our

customers’ changing expectations and savvier shopping habits.”


As in previous years, the earnings outlook for FY20 will be dependent on the critical second quarter

trading period. Earnings guidance for FY20 will be considered at the end of the second quarter.



More information about The Warehouse Group’s result, strategy, transformation programme and

operations can be found in the Annual Report for 2019, available at www.twg.co.nz.


Group Governance

Sir Stephen Tindall will take a further 12 months leave of absence from his directorship of The

Warehouse Group. Robbie Tindall will continue to act as his alternate on the Board.


Will Easton was appointed to the Board in October 2018. Mr Easton is Managing Director of

Facebook Australia and New Zealand.


Renee Mateparae, who is currently an Agile team leader at Spark, has just commenced her time with

The Warehouse Group Board as part of The Future Directors programme.


ENDS


Contact details regarding this announcement:

Investors and Analysts: Jonathan Oram, Chief Financial Officer

To be contacted via Sam Kater, +6421953701

Sam.kater@thewarehouse.co.nz

Media: Nick Grayston, Group Chief Executive Officer

To be contacted via Jessamy Malcolm Cowper, +64272 752 834,

media.enquiries@thewarehouse.co.nz

---

THE WAREHOUSE GROUP
INTEGRATED ANNUAL REPORT 2019

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THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019

REPORT

CONTENTS

FRONT COVER

Purpose, Vision and Values 4-5

Group Highlights 6-7

Chair’s Report 8-11

CEO’s Report 12-17

Our CEO and Board 18-19

Our Board 20-21

Board Skills Matrix 22-23

Integrated Reporting 24-25

Risk & Materiality 26-27

Our Networks 28-29

Our People 30-31

Our Expertise 32-33

Our Relationships 34-35

Our Environment 36-37

Financial Capital 38-39

Financial Statements 41-45

Notes to Financial 46-64

Statements

Independent Auditor’s Report 65-67

Annual 5 Year Summary 68-69

Governance Report 70-75

Statutory Disclosures 76-84

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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OUR COMPANY

3. ADDITIONAL INFORMATION

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REPORT CONTENTS

We continue to change and

adapt to the rapidly evolving

retail environment. This year,

we got to a good place in

terms of progress and results.

PURPOSE, VISION, VALUES

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REPORT CONTENTS

Helping Kiwis live better every day

Over two million New Zealanders shop with us every week, enjoying the convenience, quality

range, and competitive prices we are famous for. Together they spent more than $3 billion with us

last year across our networks, which is unparalleled in the New Zealand market.

Every day, we’re living our purpose by transforming our business to exceed our customers’

expectations and beat our competitors in a way that has a positive impact on our communities.

Being New Zealand’s most sustainable business means that we will not only be profitable but we’ll

also take responsibility for our environmental impact and the impact we have on people’s lives. We

know that sustainable business is good for our company and the wider economic climate in which

we operate. We want to be New Zealanders’ first choice for convenience by providing products

and services when and where they are needed, with as easy access as possible and a variety of

payment and collection options.


We want to be synonymous with ‘customer-first’ in New Zealand and help customers

understand that quality and great prices don’t need to be at a high cost, and we can

save them time as well as money.

OUR PURPOSE

TAKE THE LEAD


We use our smarts

and make things

happen

BE THE

EXPERIENCE


We make every

connection count

CREATE THE WAY


We make today great

and tomorrow even

better

HERE FOR GOOD


We always do the

right thing

OUR VALUES

To build New Zealand’s most sustainable,

convenient and customer-first company

OUR VISION

PURPOSE, VISION AND VALUES

4

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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3. ADDITIONAL INFORMATION

5

PURPOSE, VISION AND VALUES

GROUP HIGHLIGHTS

Leveraging: Our reach, our customer insights, our ability to serve

Enabled by: World-class team, partners and technology

For: Our communities, our investors, our planet

OUR ECOSYSTEM

Our strategy is showing promising signs of

delivering results in terms of profit, revenue growth

and satisfied customers. We are not changing the

strategy at this stage. There is still more to do

around fixing our fundamentals through a range

of transformative initiatives. We also have the

opportunity to continue to invest in our digital

capability to meet customer needs and build

our future.


Given the fast-moving, changing face of retail,

we are working at pace to build an ecosystem

around our core business that will provide solutions

for our customers’ changing expectations and

savvier shopping habits. The launch of our digital

shopping platform TheMarket is one example of our

ecosystem in action. Further initiatives are

in progress.

Our strategy is based on customer insights. We will

continue to listen to what our customers have to

say, before testing and learning to problem-solve

in a way that drives a positive quality and value

perception for today’s customer.


With changing customer expectations comes a

need for us to continue to refine our business

processes and implementation methods. We are

upskilling our team by building a performance

culture with new leadership behaviours that are

linked to our values. We are also giving thought to

the future of work and how we can best equip and

support our team for ongoing changing skills needs.


Our transformation programme has enabled

greater discipline and ways of working, promoting

increased nimbleness and agility, which we will

continue to adopt throughout our business.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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GROUP HIGHLIGHTS

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019

PURPOSE, VISION, VALUES

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3. ADDITIONAL INFORMATION

7

GROUP HIGHLIGHTS

CHAIR’S REPORT

average weekly customer visitsGroup sales (up 2.6% on last year)

25.6%

18%

$3.1b

Development

and launch


of TheMarket

reduction in net debt

online sales growth

(online sales account for

7.8% of total sales*)

transformation initiatives

delivered

53%

2.25m

175

increase in adjusted NPAT

of private label manufacturing

sites are required to meet our

ethical sourcing standards

100%$67m

We are the first retailer

in New Zealand


(the third in the world)

to go carbon neutral.

Noel Leeming is New Zealand’s

largest TV installer, and

Noel Leeming Tech Experts

visited over 35,000 homes.

raised in donations for

New Zealand since 1982

* Based on normalised online sales

adjusted for the closure of online

platforms during FY19.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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CHAIR’S

REPORT

8

GROUP HIGHLIGHTS

Where we said we would be

Two and a half years ago, we set out a plan to

improve the long-term profitability of

The Warehouse Group by fixing our retail

fundamentals and investing in the Group’s digital

future. Over that time, we have been focused on

delivering results rather than promises, and being

transparent about the progress we are making and

the challenges we face.

I am pleased to report that the evidence of our

transformation is starting to become apparent

throughout the business. We are seeing progress in

our relationships with customers, our impact on the

environment, and now in our financial results with

one of our strongest profit results for some years.

Our adjusted Net Profit After Tax (NPAT) result of

$74.1m for this financial year provides comfort that

we are on the right track.

Given the overall performance in the retail market

over the last 12 months, the Board is heartened

by our progress. We see trading momentum and

incremental improvements which augur well for that

progress to continue.

Net profit attributable to shareholders for the year

was $65.4m, a significant improvement on last year.

In line with previous reports, this bottom line result

includes a number of one-off items, which is why we

use adjusted NPAT for guidance; this metric shows

the underlying performance of the business.

FY19’s adjusted NPAT is also well up on last year’s

result, and exceeds the guidance given at the half-

year which indicated we expected to finish the year

with an increase of 7% to 12% on FY18 adjusted

NPAT. In fact, the adjusted NPAT represents a

25.6% improvement. Included in that result is a

$6.0m investment in developing our new venture,

“TheMarket”. Backing that investment out from the

result would show that the underlying performance

improvement in the retail group on a like for like

basis is a 31.1% improvement year on year.

The Board has confirmed a final dividend of 8.0

cents per share. Added to the interim dividend of

9.0 cents per share, fully imputed, that was paid

in April, this brings the total dividend pay-out for

the year to 17.0 cents per share. This equates to a

pay-out ratio of 80.5% on adjusted NPAT for the

second half, and 79.6% for the full year. Combining

dividends paid with the change in share price, the

total shareholder return for FY19 is 20.2%.

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“ FY19’s adjusted NPAT is also

well up on last year’s result,

and exceeds the guidance

given at the half-year which

indicated we expected

to finish the year with an

increase of 7% to 12% on

FY18 adjusted NPAT. In fact,

the adjusted NPAT represents

a 25.6% improvement.

Included in that result is

a $6.0m investment in

developing our new venture,

‘TheMarket’.”

CHAIR’S

REPORT

9

Joan Withers

Chair

The Warehouse Group

CHAIR’S REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019

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CHAIR’S

REPORT

We have been able to implement change,

improvements and efficiencies right across the

business. This year’s performance shows that we have

the ability to execute an ambitious and multi-faceted

programme while still meeting the needs of the

millions of customers who shop with us through our

stores and online.

The Group has also transformed our internal way of

working, becoming more collaborative and utilising

our expertise across all brands. A good example of

this is the enhanced use of customer data to provide

insights which inform retail decisions such as product

design, price and experiences.

Our integrated report shows that using our resources

wisely and managing our networks, expertise, people,

relationships, responsibilities to the environment and

financial capital to best effect is not just about driving

financial benefits; it is also about creating benefits

across all aspects of the business and our broader

stakeholder groups.

Strong capital management

The Board recognises the need to invest in areas

where there has been an investment deficit in

recent years. Systems is one such area, and we have

allocated around $100m over several years to re-

platform the business with modern, efficient retail and

back-office technologies. This will allow us to innovate

our offerings to customers, and provide them with the

experiences and services that they deserve.

We are conscious that historically the returns from

investments have not always been as strong as

anticipated. Considerable work has been done

to improve our investment processes and capital

allocation to ensure that we drive returns from these

investments. Noel Leeming is an example of an

investment that has worked very well for the Group.

Having acquired the business in December 2012 for

$65m, Noel Leeming is now performing at an EBIT

margin of 4%, delivering annual EBITDA of $48m.

Customer behaviours changing quickly

It is difficult to overstate the extent and speed of

change in the retail market. As I pointed out at the

half year, customer shopping behaviour has changed

and will continue to do so at a rapid pace. At the

same time, the arrival of global retailers is altering

the options for shoppers, bringing new ways of

retailing to our already competitive market and

pushing us to examine our range and offering as

never before.

We have a leadership team with tremendous

knowledge and understanding of the global context

of retailing, and the Board is confident that we are

in a strong position to understand the implications

and opportunities of the competitive environment

and to respond accordingly. That is starting to come

through in our results. The Warehouse, Warehouse

Stationery, and Noel Leeming have all reported

increases in gross profit, reinforcing our belief that

we know how to compete in an intensifying retail

environment.

Considerable transformation

Twelve months in, our transformation programme

continues to add rigour and discipline to how we

work and to enable us to explore greater efficiencies

through integrating and improving our systems,

streamlining our processes and taking greater

control of our brands. So far, we have delivered 175

initiatives across merchandise, store performance,

logistics, non-trade spend and other workstreams.

I am impressed that we have been able to sustain

the level of intensity in terms of the execution of our

transformation over this period. Such programmes

depend on strong people engagement. Our

people have stepped up and faced tremendous

shifts in their day to day working with courage and

determination. Not only are we already seeing

tangible financial benefits but the transformation has

also provided tools and resources that have become

embedded as our way of delivering.

CHAIR’S REPORT

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CEO’S REPORT

“ Our integrated report shows that using our resources wisely

and managing our networks, expertise, people, relationships,

responsibilities to the environment and financial capital to

best effect is not just about driving financial benefits, it is also

about creating benefits across all aspects of the business and

our broader stakeholder groups.”

CHAIR’S REPORT

Doing right by our shareholders

We complete the year in an upbeat frame of mind.

Of course there is still much work to be done – there

always will be, given the changing nature of retail –

but progress has been at least as good as we hoped

for and probably better than we anticipated given

how the wider market environment continues to

evolve.

I referred, at the beginning of this report, to our

commitment two and a half years ago to focus on

doing what we said we would do. It would have

been possible at that point to simply have taken cost

out of the business in a non-strategic way in order

to improve short term results. Instead, the Group

has focused on effecting sustainable improvement

and doing the right thing for the longevity of the

business, for our stakeholders and our shareholders

in the long term. The balance sheet is now in

excellent shape and the business has some exciting

growth opportunities ahead.

Our decision to move to a fully integrated report

reflects our commitment to improving transparency

and providing shareholders and analysts with the

widest possible view of our activities as part of good

corporate governance.

On behalf of the Board, we thank Nick Grayston and

his executive leadership and all the hard working

teams across the Group. We thank our customers

for their business, and our business partners for

their support. This is a result we can all be proud

of. My thanks, too, to my fellow Directors for their

commitment and energy and for the support they

continue to give me. Finally, thank you to all our

shareholders for continuing to invest in our quest to

help Kiwis live better every day.

Joan Withers

Chair

Board activity

The Warehouse Group’s Board continues to actively

support the strategy of the business and as Chair I

have been delighted with the commitment of the

Directors individually and collectively. We focus on

continuing to improve the quality of governance

in the Group and look forward to ongoing

improvement in the years ahead. Like any evolving

organisation though, we remain aware of the need

to keep pace with the skills needed for the business

in the future. At both board and executive level we

are focused on succession planning.

We see the Future Director programme as an

important way of staying in touch with both the

capabilities available and the next generation of

directors. A future director also brings their own

perspectives and experiences to the Board, which

can be tremendously valuable. We are pleased to

announce that Renee Mateparae, who is currently an

Agile team leader at Spark, has just been appointed

to our Board as a future director. We look forward to

working with her over the next 18 months.

Sir Stephen Tindall has decided to take a

further year’s leave of absence due to his work

commitments with the America’s Cup and also his

private involvements. Robbie Tindall will continue as

his alternate, a role that he continues to impress in.

We continued to focus on our Health, Safety and

Wellbeing with our board committee chaired by

Julia Raue. Julia has done an exemplary job in

working with the executive and assisting the whole

Board to gain a better understanding of our critical

risks and the moves we should be taking to

mitigate them.

We recently launched TheMarket, our exciting new

foray into the digital retail environment. TheMarket

operates as a separate company with its own board.

Our interests are represented by Robbie Tindall and

John Journee, who are the parent Board’s nominees

on that subsidiary board.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
12

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019

CEO’S

REPORT

CHAIR’S REPORT

12

Proud to serve New Zealanders

Discipline, patience and hard work over a sustained

period paid off this year as The Warehouse Group

recorded an impressive result. Tangible signs of

progress show that the hard yards have been worth

it and that the company’s focus over recent years can

now start to be seen on the bottom line.

Accelerating our strategy through an ambitious

transformation programme, relentlessly improving

our business processes, focusing on what we offer,

our Every Day Low Pricing pricing model, lifting

brand performance across the board, and the

ongoing development and roll-out of our digital

future – these and other strategic initiatives have all

improved our position significantly. The range and

breadth of these measures speak to the complexity

of the retail sector today: the rapidly evolving

competitive environment, and the changing

shopping behaviours of our customers.

No single answer is ever going to be enough given

the dynamics of the retail sector, and so we have a

broad portfolio of improvement initiatives running

across our business. This has required our people

to undertake significant change and I want to thank

everyone for their hard work in getting us to this

point. I’ve been impressed with the work and focus

of the leadership team, and by the support from the

Board.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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13

Nick Grayston

Chief Executive Officer

The Warehouse Group

CEO’S REPORT

13

CEO’S REPORT

“ Our drive to reduce

inventory and improve

working capital efficiency

saw progress this year,

translating through to a

reduced net debt position

following the renegotiation

of offshore supplier trading

terms and the reduction in

aged inventory.”

Good progress across our brands

It is particularly satisfying this year to see improvements

across almost all of our brands.

The Warehouse is making good progress following the

decision to move to Every Day Low Pricing and

we saw clear benefits from the transformation initiatives,

especially around merchandising and improvements in

the cost of goods sold (COGS). This translated into a

19% increase in operating profit year on year for the Red

Sheds. As well as improved profitability, we have also

seen a six point increase in terms of perceived quality.

Our drive to reduce inventory and improve working

capital efficiency saw progress this year, translating

through to a reduced net debt position following the

renegotiation of offshore supplier trading terms and the

reduction in aged inventory.

Unit volume in the Red Sheds has remained flat this

year as we continue to simplify our brand portfolio and

further reduce our overall number of full stock keeping

units (SKUs) by 17%. Continued focus on the optimisation

of our product offering has delivered an enhanced

shopping experience for Kiwis.

We are now starting to find the right balance between

our ongoing commitment to Every Day Low Pricing and

introducing some limited seasonal promotions to give us

flexibility around driving foot traffic.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
14

CEO’S REPORT

CEO’S REPORT

Revenue for The Warehouse increased by 0.6%

to $1.7b, with gross margin up 70 basis points.

Our best performing categories were General

Merchandise and Home. Good progress was

made following the move to Every Day Low

Pricing and we saw clear benefits from the

transformation initiatives.

Noel Leeming continues to impress, with another

record result. The technology expertise offered to

customers has made the brand experience more

valuable to customers looking to incorporate more

and more technology into their lives. Noel Leeming

revenue grew by 5.0% to $924.6m this year, with

operating profit up by 22.3% to $38.1m and gains

in operating margins from 3.5% in FY18 to 4.1% in

FY19.

Two important factors in the nature of the Noel

Leeming offering point to a healthy future. The

first is the continued rise of B2B on top of retail

activity. Commercial sales continue to improve and

we see this as a significant growth opportunity. The

second is the ongoing growth of services, which

increased 11.4% on last year. Growth in these areas

demonstrate an increasing demand for more

end-to-end life-cycle technology services from

customers.

Warehouse Stationery made a welcome recovery

this year after a poor FY18 as a result of internal

systems integration and stock availability issues.

Those issues are now behind us and Warehouse

Stationery has performed well in FY19, reporting a

record profit despite industry headwinds in its core

stationery categories.

Revenue for Warehouse Stationery was up by 1.8%

on the previous year to $268.6m in FY19. Operating

profit also increased from $10.6m in FY18 to $16.7m

this year. Operating margins kept pace with this,

increasing from 4.0% last year to 6.2% this year.

We have continued to roll out the integration of

The Warehouse and Warehouse Stationery. There

are now 10 of these stores-within-a-store across the

country, and both brands are benefiting from the

strengths that the other can bring: foot traffic

from Red, and high quality products and services

from Blue.

Torpedo7 has continued to roll out more stores

this year as we build scale and target new markets.

Our overall view of the business is that it has

considerable potential but that more focus is

needed to turn good fundamentals into a profitable

trading entity. To that end we recently announced

the appointment of Simon West as CEO for

Torpedo7, a move designed to focus on brand-

specific issues.

Revenue for Torpedo7 increased again this year to

$172.5m, up 5.6% on last year’s result of $163.4m;

however, the company made an operating loss of

$7.0m as we invested in greater market presence

through 18 stores. As I have said for some time,

expansion alone will not be enough because all

stores have proven to be relatively profit-neutral in

their first year of operation. This year we continued

to build greater brand clarity and to refine our

inventory.

Group online sales continued to grow this year,

up 18% on last year to $239m. Currently, online

sales represent 7.8% of our total sales, and are a

critical part of our growth strategy. Digital initiatives

enable us to create vehicles that reach beyond the

specific constraints of the businesses that we own

and operate. New Zealanders currently spend $4.2b

online and that figure is only going to get bigger.

We launch a new digital era

After balance date, we launched our new digital

platform TheMarket – part of the execution of a

wider strategy to construct an enhanced ecosystem

around our business. We’re very proud of the work

that the team has done in a short period of time to

release such an elegant platform to market.

Proof that we can do this and that there is capacity

in the market for such initiatives can be seen in

the fact that, at launch, we had welcomed 150

merchants onto the platform – offering more than

a million products, including local brands Karen

Walker, WORLD, Father Rabbit, Citta and Barkers,

and Australian and international brands PE Nation,

Cue, Billabong, Cotton On and The Nile. Key

categories include fashion, footwear, kids and baby,

toys, health and beauty, home, garden, electronics,

sports and outdoor. TheMarket is independently

operated but backed by The Warehouse Group.

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CEO’S REPORT

CEO’S REPORT

Senior Executive Team

from left to right:

Scott Newton, Chief Transformation Officer; Tim Edwards,

CEO Noel Leeming Group & Torpedo7 Group; Simon West,

CEO Torpedo7 (commenced 2 August 2019); Justus Wilde,

CEO The Warehouse Group Investments; Evelyn Ross, Chief

People Officer; Jonathan Oram, Group CFO; Nick Grayston,

Group CEO; Mark Yeoman, Chief Operating Officer; Tania

Benyon, CEO Group Sourcing Support & The Warehouse

Limited / Warehouse Stationery Merchandise; Jonathan

Waecker, Chief Marketing Officer; Pejman Okhovat, CEO

The Warehouse Limited / Warehouse Stationery.

15

TheMarket is a key investment for us in the digital

future, one in which we see a much broader role for

the Group in supporting a range of services to help

New Zealanders live their lives better.

The next step will be the launch of a Group loyalty

programme, and we have a number of services at

various stages of consideration and development

to expand the offering in order to become a

true ecosystem.

Holding our own in an intense trading environment

These developments come not a moment too soon.

We are more convinced than ever that without

these changes we could not thrive in tomorrow’s

retail environment. Our predictions of increased

competition are being realised, with a number

of fashion and lifestyle retailers having arrived

or committed to come here. The presence of

competitors such as Zara, H&M and the upcoming

arrival of Costco, along with Amazon’s growing

maturity in Australia which we think will start to

affect us too, point to our need as a Group to make

the most of our advantages as a New Zealand-based

retailer with a significant footprint, loyal customers

and deep relationships within communities.

As I said last year, scale and brand affinity are two

of our greatest strengths, and we will continue to

leverage them by recognising and rewarding the

people who shop with us and offering them access

to new and exciting digital initiatives, guided by

sophisticated data, insights and capabilities. Looking

at our performance against our current competitor

set, we are satisfied that our strategy is headed in

the right direction and our market data is showing

significant progress against our close competitors.

Moving with speed

Speed, or rather the inability to respond to changing

market dynamics at speed, has always been our

greatest challenge. We are determined to move

faster – and our Executive Team is focused on how

we drive the business forward at an increased pace

at the same time as we take care of our people. In

light of what is happening around us, it is all the

more important that we continue to put our house

in order. Right now, we are moving towards peak

investment mode in terms of systems and processes,

and we’ll be looking for better ways to organise and

drive customer-centricity, productivity and cultural

change.

We’ve already lifted productivity in our stores by

being more efficient and only focusing on those

things that make a difference for customers.

Boosting our wider productivity starts with

addressing a significant under-investment in core

systems and supply chain logistics capabilities. We

need to make sure our systems of record are no

longer a competitive disadvantage. The first step

in getting that right is improving our fulfilment

capability. Our new Warehouse Management

System is the first expression of that. At this stage,

it is greatly assisting us to serve our customers

digitally.

In terms of our wider back office, we are also

continuing to identify how we can use modern

integrated systems to support our people,

merchandising and finance systems and to

reorganise our processes as part of that.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
16

CEO’S REPORT

CEO’S

REPORT

Transformation on a range of fronts

New systems and processes by themselves won’t be

sufficient. Our RISE transformation programme has

helped us change the way we work and has enabled

us to lift our ability to execute, which is now reaping

financial benefits. However, it’s also clear that we still

need to make the full pivot from being a rigid, 20

th


century command and control organisation focused

on supply to become a nimble, digital company

focused on solving customer problems. With that

goal in mind, we are assessing different operational

models, adjusting our culture and looking to adopt

lean principles such as speed-as-a-habit, agility,

flexibility, minimum viable product and fail-fast as

part of how we operate.

All of that requires further deep cultural change.

We made the first steps towards that this year

by redefining our values and examining the

behaviours required to bring those values to life.

While changing how we work is important, unlike

some companies that have been through significant

change, we don’t believe that is the extent of the

transformation required. For us, it’s one part. We

want to get the best value we can from it, of course,

but we also need to use it as a lever to move the

whole company forward.

Our transformation programme has been

effective because it has been cross-functional and

collaborative. We’ve recognised that we need to get

better right across our Group, not just in some parts

of the business, and the key to success is continuing

to embed integrated solutions that lead to a far

more collaborative style of working.

On top of that, the muscle that we’ve built in data

science has enabled us to start building strength in

areas such as price optimisation by category which

will grow margins. We will continue to refine our

understanding of our customers and their needs and

to use that to inform our brand performance and our

future investments.

Meeting our other responsibilities

Our core purpose to help Kiwis live better every day

gives us both a responsibility and a remit to look

beyond just making profits. Of course we must be

as efficient and make the best returns as we can

but we also serve the communities that we are part

of, and there are other elements of value that are

important to us and to other stakeholders. That’s

why we have adopted Here for Good as a core

value. It has prompted us to make stands on issues

such as mental health and carbon neutrality this year.

We believe this is fundamental to our values, to our

operating principles, and supports our commitments

to the community and the interests and priorities of

New Zealanders.

This year we became a carboNZero


company, and

committed to 25 initiatives focused on reducing our

carbon footprint. Our environment capital section

in this report spells out what we are doing and the

progress we are making in this space. We have three

key focus areas: reducing our carbon emissions and

waste; offsetting our carbon emissions through the

regeneration of land and renewing native forests

(this will become clearer as carbon trading legislation

is finalised); and buying international Gold Standard

carbon credits. We are reassessing our raw materials

and enhancing our environmental performance

by reducing packaging materials and purchasing

responsibly produced products.

An integrated approach

Our commitment to a fully integrated report

this year recognises that not everything we do

is about financial value and we want to keep our

stakeholders informed about the many non-financial

initiatives we are undertaking and the progress we

are making. It is also a reflection of the integrated

way we are addressing our strategic priorities:

integrating our capitals to give us a holistic view of

our vulnerabilities and opportunities; building clear

understandings of our progress on multiple fronts;

and recognising, as I said earlier, that there

is not a singular answer. We believe that’s also

good business.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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3. ADDITIONAL INFORMATION

17

OUR CEO AND BOARD

Good progress

This year we had defined the key performance

indicators (KPIs) that mattered to us as a leadership

team: earnings for the year, product and retail

experience, systems and processes, performance

culture, mid-term strategy and eCommerce.

We have made good progress in each of these

areas, but the work is far from done. And we know

that major system and process change in the next

year of our transformation, coupled with product

changes and refinement of our ecosystem, is all part

of refining our retail experience and testing new

formats as we feel our way into a rapidly evolving

competitive environment.

The investments we make going forward will be on

that basis: looking for ways to bolster each brand

so that it achieves its full potential and, at the same

time, getting best leverage from what we do as a

Group. With earnings rising and our balance sheet

in good health, we are well placed to make some of

the big investments in front of us. Having reduced

our debt gearing, we now have the capacity to

balance the demands on our capital and deliver a

strong and sustainable future for our organisation

across all our channels, current and emerging.

My thanks to everyone in the Group for your hard

work this year.

Nick Grayston

Chief Executive Officer

The Warehouse Group

“ This year we became a carboNZero


company, and

committed to 25 initiatives focused on reducing our carbon

footprint. Our environment capital section in this report spells

out what we are doing and the progress we are making in this

space. We have three key focus areas: reducing our carbon

emissions and waste; offsetting our carbon emissions through

the regeneration of land and renewing native forests (this

will become clearer as carbon trading legislation is finalised);

and buying international Gold Standard carbon credits.

We are reassessing our raw materials and enhancing our

environmental performance by reducing packaging materials

and purchasing responsibly produced products.”

CEO’S REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
18

OUR CEO

AND BOARD

CEO’S REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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OUR COMPANY

3. ADDITIONAL INFORMATION

19

1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

OUR CEO AND BOARD

OUR BOARD

Our CEO and Board

from left to right:

Nick Grayston (CEO), Tony Balfour, Joan Withers (Chair),

Keith Smith, John Journee, Will Easton, Robbie Tindall,

Julia Raue.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
20

Board bios available at: www.thewarehousegroup.co.nz/about-us/board-directors

OUR CEO AND BOARD

OUR BOARD

Joan Withers

MBA, CFinstD

Chair & Independent

Non-Executive Director

Keith has been involved

with The Warehouse since

Sir Stephen opened his

first store in 1982, initially

providing accounting, tax

and corporate advice,

and was Chair from 1995

to May 2011. He has a

long-standing record of

leadership as a director and

advisor to companies in a

diverse range of industries,

including the energy sector,

rural services, printing,

media and exporting. Keith

is Chair of listed company

Goodman (NZ) Limited and

is a director of Mercury

NZ Limited, Healthcare

Holdings Limited and

several other private

companies.

Keith is a past President of

the Chartered Accountants

Australia and New Zealand.

INTERNAL

• Audit & Risk Committee

(Chair)

• Disclosure Committee (Chair)

• Corporate Governance and

Nomination Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Goodman (NZ) Limited (Chair)

• Mercury NZ Limited

• Healthcare Holdings Limited

Keith Smith

BCom, FCA

Deputy Chair & Independent

Non-Executive Director

Julia is an Independent

Director for Z Energy,

Television New Zealand

Limited, Southern Cross

Health Society and Jade

Software Corporation

Limited.

Julia has extensive

experience in digital and

information technology,

business transformation and

strategic planning across the

airline, telecommunications

and local government

sectors, as well as not-

for-profit in New Zealand.

Previously, Julia was the

Chief Information Officer of

Air New Zealand (2007–

2015) and she was awarded

the New Zealand CIO of the

Year award in 2009.

INTERNAL

• Health, Safety and Wellbeing

Committee (Chair)

• Audit & Risk Committee

OTHER DIRECTORSHIPS

• Z Energy Limited

• Television New Zealand

Limited

• Southern Cross Health Society

• Jade Software Corporation

Limited

Julia Raue

CMinstD, GAICD

Independent

Non-Executive Director

In October 2017 Sir Stephen

Tindall decided to take a

leave of absence from the

business. Robbie represents

him during this time.

Robbie has been attending

Board meetings since his

appointment in 2011.

Robbie studied Arts and

Science at the University

of Auckland before

spending eight years at

The Warehouse in various

merchandise and buying

roles. Today he works for

K One W One Limited, a

family investment company,

working alongside – and

investing in – some of New

Zealand’s most exciting

technology and innovation

companies as they grow

and seek to go global.

INTERNAL

• Disclosure Committee

• Corporate Governance and

Nomination Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• K One W One Limited

• The Tindall Foundation

• Franklin Smith Limited

• Foundation Services Limited

Robbie Tindall

BA, BSc

Non-Executive Director

(Alternate to Sir Stephen Tindall)

Joan has been a professional

director for more than

20 years and spent over

25 years working in the

media industry, previously

holding CEO positions at

The Radio Network and

Fairfax Media. Her current

governance roles are Chair

of Mercury NZ Limited and

The Warehouse Group

Limited, and director of

ANZ Bank NZ Limited. Joan

has previously held Chair

positions at Television

New Zealand Limited and

Auckland International

Airport.

Joan is a Trustee of the

Sweet Louise Foundation

and is Chair of a steering

committee working to

increase the percentage of

South Auckland Maori and

Pacific Island students taking

up roles in the health sector.

INTERNAL

• Corporate Governance and

Nomination Committee (Chair)

• Audit & Risk Committee

• Disclosure Committee

• People and Remuneration

Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Mercury NZ Limited (Chair)

• ANZ Bank NZ Limited

• Sweet Louise Foundation

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21

OUR BOARD

BOARD SKILLS MATRIX

John has had an extensive

retail career, which includes

executive experience

across sectors that span

general merchandise,

fashion apparel, FMCG,

consumer electronics,

telecommunications,

hospitality and electricity

retailing. Over his 30-year

career he has spent 15

years with The Warehouse

Group, starting as a joint-

venture partner in 1990

and progressing through

senior roles in operations,

marketing, merchandise,

international sourcing and

business development.

John has also had CEO

roles with Noel Leeming

and Australasian foodservice

distributor Southern

Hospitality.

INTERNAL

• Audit & Risk Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Vanishing Point Limited

• Farmlands Society

• Colonial Motor Company

• Quantiful Limited

(Member, Advisory Board)

John Journee

BCom, CMinstD, MAICD

Independent

Non-Executive Director

Tony has extensive global

retail and eCommerce

experience with a strong

track record in a diverse

range of industries. Most

recently, he was General

Manager (Markets) for

Icebreaker Clothing with

responsibility for the

company’s global business

units in New Zealand,

Australia, USA, Canada,

Europe and Asia as well

as the development of the

company’s rapidly growing

eCommerce and retail

business units.

His prior experience

includes senior roles in

Monster.com

and Seek.com, both

successful online

recruitment sites.

INTERNAL

• People and Remuneration

Committee (Chair)

• Corporate Governance and

Nomination Committee

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Les Mills International Limited

• Wayfare Limited (formerly Real

Journeys Limited)

Antony Balfour

BCom

Independent

Non-Executive Director

Will is a seasoned business

leader and has an extensive

track record of driving

growth across emerging

markets and technologies.

He is currently Managing

Director of Facebook for

Australia and New Zealand

and was previously Vice

President at Facebook

for Asia Pacific Emerging

Markets.

Other roles in his portfolio

include Regional Director

at Google for Mobile and

Social in the Asia Pacific

region and Director of

Sales at Microsoft in

the Consumer Products

Division. Will has a passion

for the retail industry and

has worked closely with

retailers throughout his

career. He started his career

with Coca-Cola as a Retail

Sales Manager and believes

that “there are more

opportunities than risks in

retail, provided retailers

focus on improving

organisational designs”.


INTERNAL

• Health, Safety and Wellbeing

Committee

OTHER DIRECTORSHIPS

• Facebook Pty Limited

Will Easton


Independent

Non-Executive Director

Renee Mateparae

BEng


Future Director

Renee is currently the Tribe

Lead for Future Connectivity

at Spark New Zealand,

taking a lead role in looking

for future connectivity

including mobile, Internet

of Things, marketplaces,

5G and the technology

and ’productisation’ of

these. At Spark, Renee has

played a key leadership

role in the organisation’s

transition to Agile. Prior

to this role, Renee worked

for major organisations

such as Air New Zealand

and Macquarie Group.

Her earlier career

years included roles in

strategy transformations,

customer experience,

product strategy, product

development, engineering

and business optimisation.

She also has previous

governance experience,

including as a director

with AUT Ventures Limited

and as Board Observer at

PropertyNZ.

Renee holds a Postgraduate

Diploma in Business

Administration and a

Bachelor of Engineering

(Automation and Control)

(Hons) from Massey

University.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
22

Governance plays a critical role in business. All

business stakeholders deserve the highest standards

of corporate governance from their boards.

Our Board skills and diversity self-assessment

completed in FY19 found the following: the Board

holds many strong attributes, including highly

relevant capability and governance processes with

a diverse mix of skills among the Directors. There is

a high concentration of skills in areas that will drive

the Group to achieve our strategy, through great

execution, brand marketing and customer experience

and by building a high-performance culture through

this time of transformation and business disruption.

There are some areas where we don’t have the depth

of skills so are reliant on those of only one or two

Directors in these areas. We are mindful of these

and will take them into account in future director

appointments.

The assessment consisted of a list of skills and

attributes identified and agreed by the Chair and

key members of the management team that are

relevant to drive the Group’s three-to-five year

strategy. The list of skills was grouped into three

categories: retail industry skills, skills related to the

delivery of Group strategy and general subject matter

expertise. Directors then completed a self-assessment

of whether or not various skills were ‘primary’ or

‘secondary’ skills in their suite of experience and

expertise.

BOARD

SKILLS

MATRIX

OUR BOARD

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3. ADDITIONAL INFORMATION

23

BOARD SKILLS MATRIX

INTEGRATED REPORTING

Primary skillsSecondary skills

The results of the assessment are reflected in the table below:

Operation experience in the retail industry

Industry specific

Relevant Board Skills to execute Group Strategy

Brand, marketing and customer experience

Omni-channel retail experience

Digital and technology experience

Direct sourcing experience

Logistics experience

Development of a high performance culture

Specific to Group strategy

Senior leadership of change management at scale

Transformation and business disruption experience

Innovation and entrepreneurism

Government relations

Union relations

Environment and Corporate Social Responsibility

experience

Development and execution of business strategy

Subject matter expertise

Governance experience

Large company leadership experience

Finance / accounting expertise

Audit committee / risk management experience

Regulatory knowledge and experience

John

Journee

Health and safety experience

HR / learning and development experience

Julia

Raue

Tony

Balfour

Financial markets experience

Iwi relationships and connectivity

Shareholder and investor relations experience

Primary skillsSecondary skills

Female 2

Board Gender

Male 5

0 – 2 years 3

Tenure

3 – 6 years 2

7+ years 2

European 6

Ethnicity

NZ Euro with

some Tongan

ancestry 2

Robbie

Tindall

Keith

Smith

Joan

Withers

Will

Easton

1. TO OUR SHAREHOLDERS3. ADDITIONAL INFORMATION2. GROUP MANAGEMENT REPORT

OUR COMPANY

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
24

BOARD SKILLS MATRIX

INTEGRATED REPORTING

HOW WE CREATE VALUE THROUGH OUR BUSINESS MODEL

OUR BUSINESS MODEL

Our core business is retailing of products and services principally aimed at consumers, however we do

have a strong presence in the small-to-medium-sized business segment and a sizeable commercial business.

RETAIL VALUE CREATION PROCESS

International supply offices to ensure local

focus and reach into manufacturers and

upstream supply chain.

Providing career pathways across the retail

value chain, valuing language and cultural

differences, giving end-to-end insight

and experience across retail activities into

sourcing and wholesale.

Contract negotiation, quality

management and long-term relationship

development. Ethical sourcing practices.

Developing mutually beneficial

partnerships to represent product

and provide access to market for

manufacturers.

Minimising wastage and enhancing

product quality through sustainable

material and manufacturing processes.

Trade terms with suppliers that manage

product risk and maximise financial

capacity. Efficient use of working capital

to maximise leverage. Management

of FX risk that maintains attractive

pricing for our customers.

Demand forecasting analytics and tools to

better understand demand and volume.

Providing opportunities for team members

across the Group to provide customer

centric feedback, feeding into design

and product choices.

Understanding customers, through

insights and analytics. Fitting product to

market at the right price/value/quality

intersection. Demand planning and

forecasting.

Developing long-term relationships with

suppliers and manufacturers with a focus

on ethical work practices and sustainably

sourced raw materials.

Taking a lead on sustainable product

quality and materials, packaging and

consumption.

Maintaining our financial resilience and

access to capital as a key enabler to retail

value creation. Developing and providing

innovative payment solutions

for customers.

OUR NETWORKS

OUR PEOPLE

OUR EXPERTISE

OUR RELATIONSHIPS

OUR ENVIRONMENT

FINANCIAL CAPITAL

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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3. ADDITIONAL INFORMATION

25

INTEGRATED REPORTING

RISK & MATERIALITY

Under Integrated Reporting our concept of creating value is broader than ‘how our business process consumes these inputs

to create financial value’. It recognises that our business model adds value to each capital at every step in the process, and

that value is determined in the context of each capital. As can be seen by the diagram below, value is driven in different

ways across each capital at each stage in the process of managing our retail business. The six capitals are not commodity

inputs or outputs, rather, they are an intrinsic part of the process of managing a retail business and are impacted in many

different ways. External forces, which are covered in our approach to risk management, also influence the six capitals.

Almost universal coverage across NZ,

with key local retail points of presence

across the country as well as leading omni-

channel experiences. Seamless experience

for customers across physical and digital

channels.

Specialist sales and customer engagement

training. Treating customers as you

would expect to be treated yourself.

Flexible working arrangements and

equal opportunity advancement.

Career opportunities with cutting edge

technologies in online retail and the

opportunity to contribute to leading

retail change in NZ.


Value is created through sales expertise,

product knowledge and customer service.

Product availability and ability to fulfil on

time and to meet or exceed customer

expectations.



A life-cycle perspective of customer

interactions. Each transaction is important

to build the relationship, however it is the

lifetime customer experience that creates

loyalty and discretionary participation.

Driving loyalty to improve the return on

investment on promotional activity and

feed up into the product decision making

process.

Reinforcing good environmental practices

at the customer edge, reducing plastics in

packaging and providing customers with

choice and sustainable options without

premium pricing those choices. Role

modelling environmental stewardship.

Effective sell-through and margin

management of products in the right

channels. Price optimisation and on-target

seasonal events all drive financial value

through improving inventory turn rates

and minimising clearance. Creating

adjacent value streams through value-

add services. Diversifying channel risk.

Minimise cost to serve through efficient,

managed distribution, warehousing and

delivery on time to store. Efficient process

management and inventory costing and

access to branded products.

Providing jobs throughout the network

that recruit unskilled and skilled labour

into retail and business career pathways.

A safe working environment that values

an individual’s right to return home

safely at the end of the day. Recognition

of experience and fair and equitable

remuneration. Supportive wellness

programmes. Opportunities

for progression and learning.

Continuous improvement and drive for

efficiency. Use of best practice at scale in

NZ provides the opportunity to influence

change for the better. Modernisation

of core systems to disrupt our business

model from within.

Key partnerships with third parties are

an intrinsic part of bringing product to

market, and enable us to focus on the

risks we manage best, and avoid being

a jack-of-all-trades. Mutually beneficial

relationships give us access to investment

in automation and technology that may be

unavailable to stand-alone operators.

Minimise our impact on the environment

through smart use of technologies,

packaging, labour management,

minimising rework and harmful materials.

Maintaining compliance with all materials

handling regulations.

Optimising the economically efficient

use of network assets, minimising our

cost to serve and inventory touchpoints.

Reducing wastage and breakage.

Exploring ways to utilise and express

existing assets in ways that create value.

Universal reach means no part of NZ is

outside of our influence. Our capabilities

can be leveraged to deliver what is

needed. Extended operating hours

provides choice and access.

Enabling our people to be a part of

their community while being part of the

Group. Caring and committed teams drive

superior customer experiences, increased

engagement and performance. Doing the

right thing is part of who we are and what

we stand for.

Effective community engagement

programmes deliver real results, not

intentions. Practised processes to

support and empower the people in

our communities enables us to deliver

on promises that are meaningful to our

communities and stakeholders.

Giving back in support of the communities

our customers and team members are

part of. Saying thank you and recognising

that it is a privilege to be part of a

local community, not a right. Creating

employment and giving customers what

they need.

Combining the Group’s objectives with

those of community groups to maximise

impact on environmental matters. Taking

a leading role in modelling, educating

and facilitating in NZ business. Creating

incentives and new opportunities for

communities to make a difference.

Partnering to share risk. Leading

transparency and accountable reporting

to increase trust and confidence among

investors and financial partners.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
26

INTEGRATED REPORTING

RISK & MATERIALITY

26

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019

The Group faces a broad range of risks as a retailer

within New Zealand. These risks include macro-

economic, competitive and industry sector risks,

including those relating to international trade and

our trading partners from an importer’s perspective.

Business specific risks include those resulting from

our responsibilities in the areas of strategic planning,

forecasting, day to day operations, investment and

programme or project management.

Strategic Risk Management within the Group is

conducted using a structured framework, and deals

with two primary concerns:

1. Understanding what the Group’s risk appetite is,

or our willingness to take and manage risks in the

pursuit of value and competitive advantage.

2. Making active decisions around risks and whether

to accept, transfer, share or mitigate risks that, in

the absence of mitigation strategies, fall outside

the target risk settings or acceptable risk

appetite.

The Group’s risk management framework seeks to

ensure that there is an effective process in place to

manage risk across all the brands within the Group.


The Group acknowledges that risk management is

important to all aspects of our activities and is the

responsibility of every team member. Managers

have a particular responsibility to appraise their risk

environment, to put in place appropriate controls

and to monitor the effectiveness of those controls.

Our risk management culture encourages analysis

and management of risk in all business processes.

These risks are identified, assessed and managed

at both an enterprise level (top-down) and business

level (bottom-up).

An Enterprise Risk Management Committee will be

responsible for this framework and meet monthly to

discuss its application, monitoring and management

of material risks. The committee will provide a report

on its activities to both the Senior Executive Team

and the Board.


Strategic Risk plans are developed for each primary

brand and the Group overall. Operational Risk plans

are developed within brand and Group functions to

deal with specific operational risks.


Specific Risk areas are then managed depending

on the nature of the domain and our risk appetite

settings. For example, in the Health and Safety

domain, we have identified certain critical risks

which are actively managed as focus areas (Traffic

Management, Hazardous Substances, Storage of

Product, Violent and Aggressive Behaviour, Working

at Height).


Risks arising from the Group’s responsibilities can

be significant and these risks are managed through

detailed processes that emphasise the importance

of integrity, maintaining high quality team members

and stakeholder accountability.


The diagram opposite outlines the risk appetite

for the Group taking into account the various

brands. This reflects a balanced perspective on the

management of risk which considers our ability to:

• Grow the business and improve the return on

equity. To achieve this, the Group needs to

continue to innovate and accept some

uncertainty

• Achieve growth and return. The Group needs

to execute our strategies and maintain control

over operational costs, quality and delivery of

performance

• Ensure we maintain financial rigour while investing

capital into our digital transformation.

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27

Very High

Risk Appetite

High

Moderate

Low

Very Low

Uncertainty, pursue innovation,

more delegation, invest speculatively

fewer controls

Certainty, conservative,

less delegation, reduce exposure

more controls

STRATEGIC

RISK

FINANCIAL

RISK

RETAIL

RISK

OPERATIONAL

RISK

people

legalIT coregovernance

compliancebusiness continuity

security

project execution

health & safetyinternal fraud & corruption

data

governance

IT-peripheral

processes

eCommercetransformationcompetition

insightsconsumer trends/

preferences

consumer

spending

supply

chain

customer

fraud &

theft

pricinginventory

new formats

brand

positioning

reputation

strategic change

sustainability

market

tax

liquiditycredit

capital

earnings volatility

RISK & MATERIALITY

OUR NETWORKS

Each risk domain in this framework has subsequent

detailed breakdown, identification of causal factors

and risk management plans. We continue to work to

improve, refine and formalise our risk management

approach.

Materiality

Materiality in the six capitals is different from

financial materiality in the Financial Statements. It is

driven by the risk appetite settings, and the specific

outcomes and strategies in each capital. A material

improvement in our environmental reduction

outcomes, for example, may be different this year

compared to other years depending on the starting

position and default trajectory of performance.

Building on an improvement may mean we have

The progress diagrams that are reported in the six capitals

section of the integrated report follow the following key:

a higher materiality for change than if we were

attempting to arrest a declining performance.

Materiality is therefore relative to each strategy and

metric in each capital and is used to filter what is

reported and what is not. The Integrated Report is

not the definitive or last word that the organisation

has to say on a given topic, it is the material

performance report against those elements in the

capitals that we are trying to influence or improve.

Intrinsic in the Integrated Reporting Framework is

a degree of inter-connection between the capitals.

Risk and materiality is considered within the domain

of a capital, risk within the domain of strategies that

may operate across capitals.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
28

RISK & MATERIALITY

OUR NETWORKS

Key initiatives

We have made some significant changes within our property

portfolio this year, rolling out six SWAS stores (store within a

store: Warehouse Stationery and The Warehouse stores

co-located), three new Noel Leeming clearance stores (following

the acquisition of Appliance Shed) and four new Torpedo7 stores.

We analyse store catchment, identifying four critical areas to

resolve to achieve best future use of our properties: small (urban)

formats; future (flexible) formats; our physical presence across

New Zealand; and tenancy/third party services.

We added new interactive capabilities to enhance customer

support via chat bots and live chats. Our other eCommerce

venture, TheMarket, successfully launched shortly after

balance date.

We developed a Group integrated sourcing model by

consolidating our wholesale and Torpedo7 sourcing functions

into our sourcing and merchandise structure. We completed our

cross-functional, product critical path for every category, to help

give us greater alignment and visibility of tasks for sourcing and

merchandise.

We enhanced our fulfilment and delivery capabilities, centralising

our online fulfilment for The Warehouse and Warehouse

Stationery, introducing Click&Collect lockers into some stores,

trialling an automated distribution tower at Sylvia Park and

commenced implementing our new warehouse management

system. Our Information Systems strategy has been refreshed

and we are planning a major ($100m) systems modernisation

programme across the Group’s core systems of record.

Materiality

Online commerce has changed consumer expectations in regard to their shopping experiences. While physical store shopping is still a

significant consumer activity, online shopping continues to grow. That means we face greater competition from a broader range of general

and specialist retailers both here and overseas. This represents a considerable and ongoing material risk to our business and one we intend

to combat by investing actively in our supply chain co-ordination, data optimisation around each customer, improved digital capabilities

and attractive stores that our customers enjoy shopping in. In acknowledgement of the future need to re-purpose or reformat our physical

store network, the Group has prioritised flexibility in our store lease profile over tenure. Transport is outsourced to partners except for

in-home delivery and installation teams.

1

Apple iOS App Store and Google Play Store

2

Customer voice

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Create a world-class omni-channel retail network that leverages physical, digital and infrastructure

assets to deliver customer needs and wants in an efficient and innovative way

Customer

facing

channel

optimisation

Improve our store experience

and productivity

FY19

(this year)

FY19 ProgressFY20

(next year)

FY21FY22+

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Lack of well-positioned affordable retail space

• Some landlords not responding to seismic

upgrades proactively

• Re-purpose and re-utilise excess space within

our large format stores.

• As more The Warehouse and Warehouse

Stationery stores are co-located, re-purpose

vacated Warehouse Stationery stores with

other Group brands.

• Work with our landlords to ensure stores

meet seismic risk requirements.

Increase our digital footprint

and productivity

• Increasing customer demands driven by

continued growth in online shopping

• Local and international online retailers

taking market share across digital channels.

Improve the omni-channel experience by:

• Linking physical and digital and scaling

personalisation across channels.

• Reinventing our Click&Collect experiences

and launching TheMarket.

Year on year incremental growth

• Co-located 6 Warehouse Stationery and The Warehouse

stores, continuing to test the ranging, customer experience

and profitability changes

• 24% of capital expenditure allocated to asset maintenance

• Online traffic for the Group increased 5.5% year on year

while store foot traffic reduced 1.1%, however overall gross

profit increased 3.8%

• Click&Collect sales grew 57% across our omni-channel

brands to now represent an average of 36% of online sales

• Online conversion reduced by 3 basis points driven by a

reduction of 30 basis points in Torpedo7, partially offset by

The Warehouse app, which increased by 64 basis points

• The Warehouse app, which has the most 5-Star reviews

of any NZ shopping app

1

, grew sales by 244% and now

represents 19% of total online sales for The Warehouse.

• Collaborate across the supply chain to

collectively reduce costs, improve forecast

accuracy, and reduce inventories.

• Develop robust contingency, preparation and

continuity plans for peak trading volumes and

issue/incident management.

• Unify commerce strategies to tailor shopping

experiences around individual preferences.

• Develop a structured programme to improve data

quality and practices utilising external advisors.

• Continue to strengthen data protection and

minimise the amount of third-party information

we hold

.

• Significant increase in retail spend, including

online shopping growth, will challenge costs,

resources and distribution capabilities

• Peak period stress on underlying systems

and processes causes unscheduled outages.

• Data quality issues slow down the speed

of effective change and decision making

• Data security and privacy is becoming an

increasingly important issue.

• Consolidate our investment into Asia by

creating a direct entity in Bangladesh,

supporting the existing team with senior

leadership at source and regularly rotating

team members through different merchandise

categories.

• Challenge of investing in new, stronger

suppliers inside and outside of existing

sourcing markets

• We are aware of the risks of corruption,

particularly in the quality and merchandise

teams.

Optimise

supply chain

network

• Moved a further $62m (FY18: $119m) of product

purchases to our direct sourcing offices

in China, India and Bangladesh.

Increase our level of direct

sourcing

Reduce our cost to serve

and enhance store

deliveries

• Achieved a Perfect Order of 88% vs our target of 95%

for online customers.

Increase our pool

of quality data

• Net Promoter Score across all brands either improved or

remained consistent

2

• Our Master Data Management practices will be the

subject of a major overhaul in FY20.

Data

optimisation

Development and implementation

of a quality data programme

Grow our fulfilment

capability to support

customer choice

Ongoing improvement

• Achieved a store DIFOT (Delivered In Full On Time)

of 97% vs our target of 98%

• Cost to serve increased by 11%

• Centralised online fulfilment into our North Island

Fulfilment Centre for The Warehouse (and Warehouse

Stationery post balance date)

• Deployed a new warehouse management system to

improve online fulfilment performance.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

29

OUR NETWORKS

1. TO OUR SHAREHOLDERS3. ADDITIONAL INFORMATION

OUR PEOPLE

Significance

Retail is an unforgiving sector. If customers cannot buy what they are looking for, they have a number of other places they can turn to. Our

network is the critical link between what we offer and what our customers choose to spend their money on. If we fail to understand what

our customers want and how they most want to buy and receive it, we are compromising their willingness to come back to us. Our network

enables us to bring the right product to the right place at the right time, at a cost that makes economic sense, and in a way that serves our

customers’ needs best.

Better experiences across channels

Physical property and online environments are core elements in

customers’ experiences. Our understanding of what constitutes

a ‘store’ has broadened as a result. Our focus now is to increase

our foot traffic and per-visit purchase by introducing smaller

formats and new concepts that put our customers’ needs first.

At the same time, we will continue to build our eCommerce

capabilities, improving our omni-channel experiences to enable

them to shop however, whenever and wherever they want.

Better integration from source to sale

An integrated view of inventory and order management is key to

unlocking efficiencies and delivering improved quality, on trend

products and product information from the best suppliers. Those

products will need to arrive on time through complete alignment

between our sourcing teams, merchandise teams, shipping teams

and overseas factories.

Network optimisation is a key focus for us, as we drive efficiency

and look to utilise our core assets and capabilities in new ways to

drive value.

Future focus areas

These are the areas where we know we can make important gains:

• Improving property footprint productivity – working with insights and data to complete a robust catchment analysis for all our brands,

supporting the SWAS programme and objectively evaluating new format initiatives

• Improving our omni-channel experiences to better link physical and digital

• Achieving an integrated view of our inventory and order management to unlock efficiencies and improve our customer service.

2. GROUP MANAGEMENT REPORT

OUR COMPANY

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Create a world-class omni-channel retail network that leverages physical, digital and infrastructure

assets to deliver customer needs and wants in an efficient and innovative way

Customer

facing

channel

optimisation

Improve our store experience

and productivity

FY19

(this year)

FY19 ProgressFY20

(next year)

FY21FY22+

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Lack of well-positioned affordable retail space

• Some landlords not responding to seismic

upgrades proactively

• Re-purpose and re-utilise excess space within

our large format stores.

• As more The Warehouse and Warehouse

Stationery stores are co-located, re-purpose

vacated Warehouse Stationery stores with

other Group brands.

• Work with our landlords to ensure stores

meet seismic risk requirements.

Increase our digital footprint

and productivity

• Increasing customer demands driven by

continued growth in online shopping

• Local and international online retailers

taking market share across digital channels.

Improve the omni-channel experience by:

• Linking physical and digital and scaling

personalisation across channels.

• Reinventing our Click&Collect experiences

and launching TheMarket.

Year on year incremental growth

• Co-located 6 Warehouse Stationery and The Warehouse

stores, continuing to test the ranging, customer experience

and profitability changes

• 24% of capital expenditure allocated to asset maintenance

• Online traffic for the Group increased 5.5% year on year

while store foot traffic reduced 1.1%, however overall gross

profit increased 3.8%

• Click&Collect sales grew 57% across our omni-channel

brands to now represent an average of 36% of online sales

• Online conversion reduced by 3 basis points driven by a

reduction of 30 basis points in Torpedo7, partially offset by

The Warehouse app, which increased by 64 basis points

• The Warehouse app, which has the most 5-Star reviews

of any NZ shopping app

1

, grew sales by 244% and now

represents 19% of total online sales for The Warehouse.

• Collaborate across the supply chain to

collectively reduce costs, improve forecast

accuracy, and reduce inventories.

• Develop robust contingency, preparation and

continuity plans for peak trading volumes and

issue/incident management.

• Unify commerce strategies to tailor shopping

experiences around individual preferences.

• Develop a structured programme to improve data

quality and practices utilising external advisors.

• Continue to strengthen data protection and

minimise the amount of third-party information

we hold

.

• Significant increase in retail spend, including

online shopping growth, will challenge costs,

resources and distribution capabilities

• Peak period stress on underlying systems

and processes causes unscheduled outages.

• Data quality issues slow down the speed

of effective change and decision making

• Data security and privacy is becoming an

increasingly important issue.

• Consolidate our investment into Asia by

creating a direct entity in Bangladesh,

supporting the existing team with senior

leadership at source and regularly rotating

team members through different merchandise

categories.

• Challenge of investing in new, stronger

suppliers inside and outside of existing

sourcing markets

• We are aware of the risks of corruption,

particularly in the quality and merchandise

teams.

Optimise

supply chain

network

• Moved a further $62m (FY18: $119m) of product

purchases to our direct sourcing offices

in China, India and Bangladesh.

Increase our level of direct

sourcing

Reduce our cost to serve

and enhance store

deliveries

• Achieved a Perfect Order of 88% vs our target of 95%

for online customers.

Increase our pool

of quality data

• Net Promoter Score across all brands either improved or

remained consistent

2

• Our Master Data Management practices will be the

subject of a major overhaul in FY20.

Data

optimisation

Development and implementation

of a quality data programme

Grow our fulfilment

capability to support

customer choice

Ongoing improvement

• Achieved a store DIFOT (Delivered In Full On Time)

of 97% vs our target of 98%

• Cost to serve increased by 11%

• Centralised online fulfilment into our North Island

Fulfilment Centre for The Warehouse (and Warehouse

Stationery post balance date)

• Deployed a new warehouse management system to

improve online fulfilment performance.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
30

FY18 (last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Build a dynamic organisation that has the highest performing retail talent in New Zealand

FY19 (this year)FY19 Progress

Increase the number of our

team members who go home

safely at the end of their work

day

Total Recordable Injury Frequency Rate (TRIFR)

1


increased from 21.5 (per million hours worked)

in FY18 to 25.9 in FY19 against a target of 18.3

• The majority of TRIs are strains and sprains of

a minor nature

• High level of reporting in place, with high levels

of near miss reporting

Our Severity One Incidents Frequency Rate (SV1FR)

2

was 22.4 per million hours worked (not measured in

FY18).

Health,

Safety and

Wellbeing

TRIFR <20

million hours

worked

SV1FR >10%

year on year

decrease

FY22+FY20 (next year)

TRIFR <15

million hours

worked

SV1FR >10%

year on year

decrease

FY21

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Handling of bulky, heavy or awkward

goods by team members

• Slips and trips due to poor

housekeeping or excessive stock

• Stockroom racking failure causing

product fall

• Team member interaction with moving

equipment

• Falls from height from ladders

• Exposure to violent and aggressive

behaviour in our stores

• Storage of hazardous substances.

TRIFR <10

million hours

worked

SV1FR >10%

year on year

decrease

• Introduced a single source of recruitment

across the Group

• Commenced leadership behavioural

model

• Took an average of 43 days to fill roles

vs our target of 60 days.

Build our skills pipeline and

workforce planning

Future-ready

talent

High

performance

workplace

Increase our organisational

health and engagement

• Achieved Rainbow Tick accreditation in

September 2019

• Achieved 100% gender pay equity in

our store network.

Lift our diversity and inclusion

OHI in top

quartile

• Team member and/or union

dissatisfaction with change and

bargaining outcomes.

• Challenge in building and/or buying

required talent capability.

Ongoing

improvement

Maintain

Rainbow Tick

accreditation

• Develop a clear employee relations strategy

• Build and nurture relationships with

government and external stakeholders.

• Gap in change management

experience and demonstrated

resilience as we prepare our culture

and organisation for Future of Work

environments.

• Invest in technology to reinvent productivity

• Define clear direction around expected

leadership behaviours and seek support

from external experts

• Align communication clearly and consistently

with vision and strategy.

• Proactively develop talent pipeline

• Assign appropriate budget and technology

to lift capability

• Activate a single-entity approach to talent

development and mobility.

• Achieved an Organisational Health Index (OHI) of

68 (FY18: 71 ) maintaining our position in the

second quartile

• Launched Group Performance and

Development Framework.

Retain Rainbow Tick accreditation.

Gender diversity is at best practice

in our store network.

• Launched ‘Ability2Execute’ facilitated

and digital training programmes

• Commenced work to build a

‘learning, fail fast and iterate’ culture.

Introduce continuous learning

and future-ready learning

experiences

• Resistance to change

• Training does not meet organisational

requirements and impedes speed of

change.

• Support change readiness through leadership

guidance and by shifting mindsets

• Streamline engaging communication.

• Early intervention programme for pain and

discomfort and review of team member tasks

in stores

• Manual handling improvement programme

involving AUT Occupational Health Unit

• Equipment solutions for goods handling

• Invest in traffic control processes across

distribution centres to separate people

from mechanical handling equipment (MHE)

• Consideration of height access equipment

to replace ladder use where practical

• Introduce enhanced security for high

risk stores

• Ongoing compliance with regulatory standards.

OUR NETWORKS

OUR PEOPLE

Key initiatives

As part of a shift to a Group focus on performance, we aligned

a set of Group values on which to orient our culture. We also

introduced a performance focus and discipline to all of our

activities and actions, with a new performance and development

model aligning goals and measures for all positions.

With a distributed employee model, communicating effectively

is critical, especially through times of change. We deployed

Workplace by Facebook as our unified platform of communication

and engagement, to share vision, best practices and dialogue

across all our team members.

In stores we have implemented tools to improve productivity

and deliver real-time analytics on store performance. These tools

also support coaching and timely feedback for managers and

team members.

To help us continue to secure the best people available, we

established a connected talent relationship and recruitment digital

solution powered by SmartRecruiters and Phenom People.

Key Health, Safety and Wellbeing changes: we introduced a new

anti-bullying and harassment policy, launched new Health, Safety

and Wellbeing Standards and completed Bow-Tie analysis for

three priority critical risks. In our distribution centres, we focused

on traffic management and mechanical handling equipment

and in FY20 we will be allocating capital for further safety

improvements. Directors of the Board attended a number of

Health and Safety observations, engaging directly with our

people at sites across the country.

From a team development perspective, the transformation

programme has delegated the responsibility for driving change

across over 150 initiative owners in the business. As we look to

move the business towards a more collaborative, less structurally

rigid way of working, empowering more team members to own

and drive change will be a key success measure.

During FY19 we focused on five priority practices for improving

our organisational culture: Challenging Leadership, Performance

Framework, Talent Development, Performance Review and

Rewards & Recognition. In our team member engagement survey

at the end of the financial year, we improved on four out of five

of those practices, with Rewards & Recognition going backwards.

In FY20 we will adopt a revised set of priority practices based on

survey feedback.

1

TRIFR is measured as a 12-month rolling and 1 million hours is used

2

Severity One Incidents are those with a high potential for serious injury, long-term health effect or death.

SV1FR is measured as a 12-month rolling and 1 million hours is used

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

31

FY18 (last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Build a dynamic organisation that has the highest performing retail talent in New Zealand

FY19 (this year)FY19 Progress

Increase the number of our

team members who go home

safely at the end of their work

day

Total Recordable Injury Frequency Rate (TRIFR)

1


increased from 21.5 (per million hours worked)

in FY18 to 25.9 in FY19 against a target of 18.3

• The majority of TRIs are strains and sprains of

a minor nature

• High level of reporting in place, with high levels

of near miss reporting

Our Severity One Incidents Frequency Rate (SV1FR)

2

was 22.4 per million hours worked (not measured in

FY18).

Health,

Safety and

Wellbeing

TRIFR <20

million hours

worked

SV1FR >10%

year on year

decrease

FY22+FY20 (next year)

TRIFR <15

million hours

worked

SV1FR >10%

year on year

decrease

FY21

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Handling of bulky, heavy or awkward

goods by team members

• Slips and trips due to poor

housekeeping or excessive stock

• Stockroom racking failure causing

product fall

• Team member interaction with moving

equipment

• Falls from height from ladders

• Exposure to violent and aggressive

behaviour in our stores

• Storage of hazardous substances.

TRIFR <10

million hours

worked

SV1FR >10%

year on year

decrease

• Introduced a single source of recruitment

across the Group

• Commenced leadership behavioural

model

• Took an average of 43 days to fill roles

vs our target of 60 days.

Build our skills pipeline and

workforce planning

Future-ready

talent

High

performance

workplace

Increase our organisational

health and engagement

• Achieved Rainbow Tick accreditation in

September 2019

• Achieved 100% gender pay equity in

our store network.

Lift our diversity and inclusion

OHI in top

quartile

• Team member and/or union

dissatisfaction with change and

bargaining outcomes.

• Challenge in building and/or buying

required talent capability.

Ongoing

improvement

Maintain

Rainbow Tick

accreditation

• Develop a clear employee relations strategy

• Build and nurture relationships with

government and external stakeholders.

• Gap in change management

experience and demonstrated

resilience as we prepare our culture

and organisation for Future of Work

environments.

• Invest in technology to reinvent productivity

• Define clear direction around expected

leadership behaviours and seek support

from external experts

• Align communication clearly and consistently

with vision and strategy.

• Proactively develop talent pipeline

• Assign appropriate budget and technology

to lift capability

• Activate a single-entity approach to talent

development and mobility.

• Achieved an Organisational Health Index (OHI) of

68 (FY18: 71 ) maintaining our position in the

second quartile

• Launched Group Performance and

Development Framework.

Retain Rainbow Tick accreditation.

Gender diversity is at best practice

in our store network.

• Launched ‘Ability2Execute’ facilitated

and digital training programmes

• Commenced work to build a

‘learning, fail fast and iterate’ culture.

Introduce continuous learning

and future-ready learning

experiences

• Resistance to change

• Training does not meet organisational

requirements and impedes speed of

change.

• Support change readiness through leadership

guidance and by shifting mindsets

• Streamline engaging communication.

• Early intervention programme for pain and

discomfort and review of team member tasks

in stores

• Manual handling improvement programme

involving AUT Occupational Health Unit

• Equipment solutions for goods handling

• Invest in traffic control processes across

distribution centres to separate people

from mechanical handling equipment (MHE)

• Consideration of height access equipment

to replace ladder use where practical

• Introduce enhanced security for high

risk stores

• Ongoing compliance with regulatory standards.

OUR PEOPLE

OUR EXPERTISE

Significance

Our team members are at the heart of

our organisation and we believe that by

focusing on their performance, keeping

them safe and preparing them for the

future workplace we will lift engagement

and achieve long-term business

sustainability.


To do this, it is critical we invest in digital

solutions to leverage people data and

insights to drive performance. Alongside

this, we focus on our people’s wellbeing

and everyday experience at work. We

are also focused on attracting top talent,

building the skills of the future and defining

and embedding leadership behaviours.

We continually develop and strengthen

our relationships with industry bodies and

government to ensure we remain part of

the conversations, helping to shape the

future of work in New Zealand.

Materiality

True transformation requires culture change and a meaningful shift to a new way of working.

Naturally, change can take time and is sometimes met with resistance. This has meant in

some cases we have not met the milestones we have set in some initiatives. We also made

the conscious decision to exit the implementation of a digital solution option which in turn

impacted our potential to scale performance.

Despite this, rapidly changing technology is shaping the future of work and as customer

expectations continue to evolve, we need to make significant process, productivity

and technology improvements to unlock performance and enable improved ways of

working. The next several years will see deliberate change as we prepare our culture and

organisation to move into the future of work environments. Moving our culture to be more

adaptive will take time. Financial investment into technology, talent development and

health, safety and well-being will be critical to reinvent productivity across the Group.

Future focus areas

Our focus in FY20 and beyond will be to accelerate initiatives that deliver:

• Simplified practices and processes that will allow us to track and measure performance

and productivity

• Consequence management and remuneration to reward output

• Connected digital solutions that function at scale, enabling productivity and actionable

insights

• An evolving organisational structure, team design and capability to support future ways

of working.

1. TO OUR SHAREHOLDERS3. ADDITIONAL INFORMATION2. GROUP MANAGEMENT REPORT

OUR COMPANY

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
32

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Build ways of working that foster repeatable and competitive excellence

Use data analytics and insights

to achieve better demand

planning, product/market fit

and more accurate forecasting

Understanding

our customers

Enterprise

systems and

processes

Integrate and simplify business

processes across the Group

Innovate at the customer

edge using customer-based

thinking

FY19

(this year)

FY19 ProgressFY20

(next year)

FY21FY22+

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

This year we have focused on:

• increasing the ratio of effort on systems and processes that add

value for our customers. We have achieved a ratio of 34%,

which is below our target of over 50%. The investment into a

replacement back-office integrated system will, by the end of FY21,

enable more focus on value-adding processes;

• increasing the number of standardised systems and processes

across our brands. We have made a small amount of progress,

reducing the number of bespoke systems by 2%.

• Innovation in Click&Collect with an automated distribution tower

being trialled at Sylvia Park, continued rollout of self-service

checkouts and ongoing innovation with the launch of TheMarket

and mobile app features.

• Industry recognition for innovation in technology solutions (Elastic).

• Much of the workload is still waterfall in nature, with agile teams

operating

in the eCommerce domains. In FY20 we will focus on

developing plans

to move towards a more customer-centric way

of working.

Create leading customer

experiences that drive

demand

Move towards a more

collaborative operating

model

Innovation

• Complexity of moving from build to buy/

configure with some build at customer edge.

• Concerns over data privacy. • Adopt a conservative posture and ensure an

approach that is consistent and compliant with

privacy legislation and best practice

• Run customer loyalty programmes across the

Group.

• Organisational resistance to change, moving to

a Group standardised, consistent, highly visible

and transparent approach.

• New customer experience technologies do

not meet customer demands.

• Develop pathways, retention and support

for end of life systems decommissioning

• Manage end-of-life workloads

• Build capability to support chosen platforms.

• Waiting for core systems to be upgraded before

implementing change.

• Support change readiness through leadership

guidance and by shifting mindsets

• Standardise processes in line with best practice

and new integrated solution.

• Establish collaborative and customer-centric

design innovation capability and investment.

• Reduced our aged inventory by 3.3%

• Maintained a stock turn of 4.3

• Invested in capability and methodologies in our Data Sciences

and Design teams to help drive insights to inform decision making

• Further developed a unified view of the customer.

Investment in and

implementation of

enterprise systems

Establish seasonal

sell-through metrics

• Drive customer-centric ways of working in

systems of engagement first (eCommerce).

OUR PEOPLE

OUR EXPERTISE

Key initiatives

Product is at the heart of every successful retailer. Customer

is at the centre of every successful business. Our expertise

combines our skills across product and customer to drive value.

We continue to use data driven insights to improve customer

experience. Our merchandise teams align these with our design

cues and market trends for product range and assortment

planning. While we have invested in improving processes

around range management, contracting, specification, quality

and pricing, many of our retail processes, particularly those

around data interpretation and editing product assortment,

remain undocumented. This presents a risk and makes induction

and consistency of operations a challenge. As processes are

redesigned and improved, documentation and operational

support materials will be developed and deployed.

Our strong store layout methodology is documented and is

applied to all store types depending on store size, shape and

product range. The format of our stores is a key part of the

customer experience and we have a number of challenges ahead

to manage relevant and modern experiences consistently across

our store network.

Every Day Low Prices (EDLP) has made demand planning and

price setting more important as there is not the same discounting

mechanism to readily address slow moving stock. We are focusing

on improving our forecast accuracy and achieving better

continuity of product to meet customer demand. Mastering the

sell-through curve is about finding the right balance of ongoing

and seasonal stock and lowering our weighted average cost of

aged inventory. Critical to getting this right is smart demand

management. Right now, this is a relatively manual process.

We have recognised the need to standardise, automate and

document our processes, and while good progress has been

made on assortment and range planning, most of the work

on demand management is still ahead of us. We are currently

focusing on building our expertise in price optimisation and

assortment management.

As a group, we operate a number of businesses that use

different systems and processes. Our strategy is to provide a

more stable core platform of systems and common processes

upon which the brands can accelerate their points of competitive

differentiation. Across the Group, we currently spend 66% of

our Information Systems development and support effort on our

core systems of record, and 34% on systems of engagement. We

are about to start a major systems and process modernisation

investment to drive efficiency and common processes across the

Group, supported by a modern technology stack that will enable

future innovation.

Materiality

As a customer-focused business, we depend on the expertise of our people in so many ways. We are heavily reliant on the expertise

of our team members and on old core systems that require complementary manual resources.


Automation will give us greater resilience because it will mean we are not so dependent on individuals’ knowledge. We still need critical

human judgements around negotiation, relationship building and so much more. We recognise that leading the customer experience

through innovation, for example, will be important in terms of creating and measuring demand.

Materiality can be thought of in the context of reducing key person risk in areas where we create value for customers, and areas that

are sources of competitive advantage and scale. Also relevant is the time it takes for team members to be fully productive as well as the

reduction of unplanned variability in our processes and outcomes.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

33

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Build ways of working that foster repeatable and competitive excellence

Use data analytics and insights

to achieve better demand

planning, product/market fit

and more accurate forecasting

Understanding

our customers

Enterprise

systems and

processes

Integrate and simplify business

processes across the Group

Innovate at the customer

edge using customer-based

thinking

FY19

(this year)

FY19 ProgressFY20

(next year)

FY21FY22+

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

This year we have focused on:

• increasing the ratio of effort on systems and processes that add

value for our customers. We have achieved a ratio of 34%,

which is below our target of over 50%. The investment into a

replacement back-office integrated system will, by the end of FY21,

enable more focus on value-adding processes;

• increasing the number of standardised systems and processes

across our brands. We have made a small amount of progress,

reducing the number of bespoke systems by 2%.

• Innovation in Click&Collect with an automated distribution tower

being trialled at Sylvia Park, continued rollout of self-service

checkouts and ongoing innovation with the launch of TheMarket

and mobile app features.

• Industry recognition for innovation in technology solutions (Elastic).

• Much of the workload is still waterfall in nature, with agile teams

operating

in the eCommerce domains. In FY20 we will focus on

developing plans

to move towards a more customer-centric way

of working.

Create leading customer

experiences that drive

demand

Move towards a more

collaborative operating

model

Innovation

• Complexity of moving from build to buy/

configure with some build at customer edge.

• Concerns over data privacy. • Adopt a conservative posture and ensure an

approach that is consistent and compliant with

privacy legislation and best practice

• Run customer loyalty programmes across the

Group.

• Organisational resistance to change, moving to

a Group standardised, consistent, highly visible

and transparent approach.

• New customer experience technologies do

not meet customer demands.

• Develop pathways, retention and support

for end of life systems decommissioning

• Manage end-of-life workloads

• Build capability to support chosen platforms.

• Waiting for core systems to be upgraded before

implementing change.

• Support change readiness through leadership

guidance and by shifting mindsets

• Standardise processes in line with best practice

and new integrated solution.

• Establish collaborative and customer-centric

design innovation capability and investment.

• Reduced our aged inventory by 3.3%

• Maintained a stock turn of 4.3

• Invested in capability and methodologies in our Data Sciences

and Design teams to help drive insights to inform decision making

• Further developed a unified view of the customer.

Investment in and

implementation of

enterprise systems

Establish seasonal

sell-through metrics

• Drive customer-centric ways of working in

systems of engagement first (eCommerce).

OUR EXPERTISE

OUR RELATIONSHIPS

Significance

To keep up with changing demands, we need to become better at

executing what’s relevant for the customer. Meeting their demands

means we need to find new ways to deliver value faster.

While we have made some good progress on aged inventory

and full price product sell-through versus our targets, we have

only recently developed interactive reporting on optimum product

inventory ranges. This is enabling data visibility and analysis in

more in-depth detail than has previously been available. We

are continuing to develop this to identify and maintain the right

products at the right quantity levels that align with our customer

demand.

We have a key person risk that we need to resolve. Expertise lies

within our team members and should they leave the business,

the knowledge leaves with them, so we recognise that a focus

on documentation and systemisation is a priority.

Old legacy core systems with lack of integration are not fully

supported and some are not fit for purpose given the business

growth and advances in customer demand for a seamless omni-

channel experience. Having a large number of systems means

integration is difficult and complex, consolidated data is not easily

available. In recognition of this risk, the Board has approved an

integrated solution discovery project, which is well underway. A

decision as to whether or not to move ahead to implementation

with a preferred supplier will be made in FY20.

Future focus areas

Over the next two to three years, we will be focusing on:

• standardising systems and processes by implementing an

‘out of the box’ integrated suite, completing implementation

of our new warehouse management system and implementing

a modern point of sale system across our brands

• systems and processes that add value to our customers,

including upgrading our existing B2C eCommerce platform

for the Group and a new B2B platform

• standardising our retail systems and documenting our processes

across our brands

• monitoring and understanding product demand versus our

forecasts to enable timely corrective action.

1. TO OUR SHAREHOLDERS3. ADDITIONAL INFORMATION2. GROUP MANAGEMENT REPORT

OUR COMPANY

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
34

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Build strong relationships with strategic stakeholder groups that deliver sustainable value

FY19

(this year)

FY19 Progress

Rewarding and engaging

customer experiences

• Net Promoter Score across all brands either improved or

remained consistent

1


• While customer frequency of purchase has remained stable

year on year


2

, there has been good growth in basket size in

Noel Leeming and Torpedo7

• The Warehouse Group market share grew to 5.8% of the

total market

3

.

Customers

Suppliers

Collaborative and

engaging supplier

relationships

FY22+FY20

(next year)

FY21

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Consolidation in upstream suppliers limits our

choices for changing buyer power dynamics

• International trade barriers or limitations of

access

• Cost of goods sold (COGS) exposure to inflation

drivers in other economies.

• Diversify supply chain geographically

• Continue to apply hedging and appropriate

risk management processes.

• International competition is growing in New

Zealand, as New Zealanders show that they

are more ready to interact with overseas

brands than ever before

• Customer disposable income remains

constrained in the years ahead.

• Deliver add-on/supporting services

surrounding retail

• Focus on delivering value for money

propositions linking sustainability values.

Strong employment

brand

Reputable standing in the

investment community

including in our ability to

deliver results

Strong corporate brand

and reputation

• The Group has 89% employment brand awareness and 37%

attractiveness within the Wholesale and Retail Trade sectors.

5

• Displayed evidence on stated transformation plan, however

we still have a long way to go

• Achievement of forward-looking guidance.

• The Warehouse is ranked 8th in New Zealand for its corporate

reputation with its 108

6

score putting it in the global top 10% of

companies that have resilience and reservoirs of trust


• $67m raised in donations for New Zealand since 1982 including

$0.3m for Victim Support following the Christchurch attacks


• 700 New Zealand youth participated in Red Shirts in Communities

(RSIC), a programme resulting from a partnership between the

Group and the Ministry of Social Development. The RSIC

programme was digitised through the Accelerator platform.

Team

members

Investors

Government

and

community

• Churn, driving increased staffing costs

• Industrial Action risk increases due to climate

of wage ‘catch up’ and base wage inflation.

• Partner with employee groups

• Broader services of participation and values

beyond wages.

• Our capacity to support Government initiatives

is exhausted or spread too thinly to be effective

• The Warehouse Group becomes too politically

identified, leading to reputational risk.

• Continue routine accountability reporting.

• Liquidity of free float stock insufficient to drive

more active investor interest in the stock

• Market prioritisation of short-term profits over

long-term sustainable value creation.

• 90.7% of our overseas suppliers meet our ‘good factory’

standards and measures, up from 90.1% last year. Our

stringent focus with suppliers in this area has resulted in

a significant change from 57.1% in 2015.

4

• Continue to maintain recurring and open

dialogue with the investment community

• Provide timely and transparent disclosure of

company performance, strategy and

investments

• Deliver on stated Group goals and

performance targets.

OUR EXPERTISE

OUR RELATIONSHIPS

Key initiatives

This year we began a two year journey to bring all our marketing

in-house to create a fully-scaled and integrated marketing

function that delivers for our customers and our business.

This has significantly increased our accountability across our

entire marketing supply chain. We further developed customer

journey maps to continue to optimise customer experiences and

saw good growth in The Warehouse app. Understanding our

customers and how they want to interact with us is core to better

meeting their needs.

We continued to consolidate our supply chain, placing more

business with fewer, stronger suppliers and creating deeper

strategic relationships. For example, we consolidated our

fabrics buy by 79% and shifted 29% of our apparel business to

Bangladesh, India and Pakistan. This helps bring suppliers closer

to our business, making it easier for them to help us innovate,

and to drive quality and economy, deliver more effective waste

reduction programmes, and focus our work to support up-stream

suppliers more effectively.

In our relationships with investors, we are driving the adoption

of Integrated Reporting as evidenced by this report. Using the

principles of Integrated Thinking in decision making, helps our

business to recognise the different aspects of value that are

important in a way that is understandable and consistent.

We interacted with appropriate Government Ministries and

related public parties on issues ranging from climate change

to youth employment to technology. We also provided input

into a variety of legislation including De Minimis, Employment

Relations Amendment Bill, Equal Pay Amendment Bill, Plastic

Bags, Waste, Ministry for Primary Industries Cost Recovery

Actions, Food Safety and Foam Filled Furniture.

The Red Shirts in Schools (a high school based retail work

experience programme) now reaches more than 2,000

participants. We piloted P-Tech, a high school IBM partnership

for technology students.

We will be concluding our funding for the establishment of the

Massey University Bachelor of Retail and Business Management

(BRBM) degree, which has now been established and is growing

solidly year on year. We are also driving Retail as a Career

through Industry Training Organisations and membership on the

Boards of Directors at ServiceIQ and Retail NZ.

We invest in long-standing, sustainable relationships to build our networks based on shared understanding and values. We engage

with our many stakeholders in ways that align with their influence and involvement in the life of our business.

Measuring our impact and the strength of relationships is difficult, and something we continue to work on. Some basic measures are

available such as money raised to support charities and local communities, or international suppliers accredited for ethical sourcing,

but we recognise that relationships go deeper than outcomes. Our work in FY20 will involve more focus on measurement in this area.

1

Customer voice

2

Market view token data

3

Marketview (total market includes petrol, supermarkets and non-retail spend)

4

Based on our factory assurance audits

5

Randstad New Zealand

6

Colmar Brunton’s Corporate Reputation Index 2019 in partnership with Wright Communications

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

35

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Build strong relationships with strategic stakeholder groups that deliver sustainable value

FY19

(this year)

FY19 Progress

Rewarding and engaging

customer experiences

• Net Promoter Score across all brands either improved or

remained consistent

1


• While customer frequency of purchase has remained stable

year on year


2

, there has been good growth in basket size in

Noel Leeming and Torpedo7

• The Warehouse Group market share grew to 5.8% of the

total market

3

.

Customers

Suppliers

Collaborative and

engaging supplier

relationships

FY22+FY20

(next year)

FY21

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Consolidation in upstream suppliers limits our

choices for changing buyer power dynamics

• International trade barriers or limitations of

access

• Cost of goods sold (COGS) exposure to inflation

drivers in other economies.

• Diversify supply chain geographically

• Continue to apply hedging and appropriate

risk management processes.

• International competition is growing in New

Zealand, as New Zealanders show that they

are more ready to interact with overseas

brands than ever before

• Customer disposable income remains

constrained in the years ahead.

• Deliver add-on/supporting services

surrounding retail

• Focus on delivering value for money

propositions linking sustainability values.

Strong employment

brand

Reputable standing in the

investment community

including in our ability to

deliver results

Strong corporate brand

and reputation

• The Group has 89% employment brand awareness and 37%

attractiveness within the Wholesale and Retail Trade sectors.

5

• Displayed evidence on stated transformation plan, however

we still have a long way to go

• Achievement of forward-looking guidance.

• The Warehouse is ranked 8th in New Zealand for its corporate

reputation with its 108

6

score putting it in the global top 10% of

companies that have resilience and reservoirs of trust


• $67m raised in donations for New Zealand since 1982 including

$0.3m for Victim Support following the Christchurch attacks


• 700 New Zealand youth participated in Red Shirts in Communities

(RSIC), a programme resulting from a partnership between the

Group and the Ministry of Social Development. The RSIC

programme was digitised through the Accelerator platform.

Team

members

Investors

Government

and

community

• Churn, driving increased staffing costs

• Industrial Action risk increases due to climate

of wage ‘catch up’ and base wage inflation.

• Partner with employee groups

• Broader services of participation and values

beyond wages.

• Our capacity to support Government initiatives

is exhausted or spread too thinly to be effective

• The Warehouse Group becomes too politically

identified, leading to reputational risk.

• Continue routine accountability reporting.

• Liquidity of free float stock insufficient to drive

more active investor interest in the stock

• Market prioritisation of short-term profits over

long-term sustainable value creation.

• 90.7% of our overseas suppliers meet our ‘good factory’

standards and measures, up from 90.1% last year. Our

stringent focus with suppliers in this area has resulted in

a significant change from 57.1% in 2015.

4

• Continue to maintain recurring and open

dialogue with the investment community

• Provide timely and transparent disclosure of

company performance, strategy and

investments

• Deliver on stated Group goals and

performance targets.

OUR ENVIRONMENT

Significance

The continuing rise of global online retailing means that our customers have unlimited shopping choices 24/7. We must source

dynamically and deliver the latest trends quickly by partnering and planning with the right suppliers to remain relevant and continue

to grow in our market.

Our customers

As New Zealanders face increasing challenge in balancing their

weekly household budget, we want to help them live better every

day by guaranteeing market leading quality, availability, selection

and convenience at the best possible value.

Investors

A track record of doing what we say we will do, being transparent

and open, as well as showing our values and who we are as a

company will help investors make good decisions about supporting

our business. Our goal is not to pitch our company to investors, but

to expose investors to our thinking and our way of operating so

that they are appropriately informed about us and the risk/reward

proposition that we represent.

Our suppliers

Our relationships with our suppliers focus on meeting our product

sustainability objective to source sustainably, optimise design and

support recycling. By consolidating our suppliers and building more

strategic relationships, we can drive long-term value.

Government and community

Operating in a deregulated industry does not absolve us from

playing a role in the future wellbeing of our country. It is a privilege

to be part of the communities we serve. We work with government

and our communities to leverage our capabilities in ways that

matter to the people who are our customers, suppliers and

partners, not only of today but also tomorrow.

Our purpose is helping Kiwis live better every day. It is a role that

can make a difference in many ways.

OUR RELATIONSHIPS

Future focus areas

Our focus in FY20 and beyond will be to:


• Deliver stronger end-to-end customer experiences that motivate our customers to give us lifetime value

• Drive product development and design through strategic relationships with our suppliers and take the ethical

and sourcing actions that our customers now expect

• Prepare our culture and organisation to move our team members into the future of work environments

• Continue to work within our communities.

1. TO OUR SHAREHOLDERS3. ADDITIONAL INFORMATION2. GROUP MANAGEMENT REPORT

OUR COMPANY

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
36

FY18 (last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Retain our carboNZero status and drive more responsible practices and resource efficiency into our business

FY19 (this year)

Reduce carbon emissions by

32% or 12,742 tonnes of CO

2

by 2030 (from 2015 baseline)

• On track to convert 30% of our light commercial

fleet to Electric Vehicles by end of 2019

• Our 24 Electric Vehicle chargers are available

free to our customers.

3.4% year on year

increase

4% year on year

reduction

1

Reduce

Programme

still developing

FY30 (ten years)FY20 (next year)

20% reduction

from 2015

FY25 (five years)

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Carbon emissions increase due to

business growth or efficiency limits

• Financial costs of reduction become

prohibitive

• Ability to control emissions from

logistics networks.

• Focus on active emission and

reduction initiatives

• Make the financial impact of emissions

visible in our cost of doing business

(CODB)

• Influence our logistics partners.

32% reduction

from 2015

• Disposed of 2,652 tonnes of waste to landfill,

a reduction of 25% year on year, thanks to our

waste diversion initiatives.

Divert 85% of our operational

waste by 2022

78% diverted

this year

80% diverted

85% diverted

• Reduction offset by business growth

• Downstream recycling ineffective or

unavailable (e.g. soft plastics).

• Maintain a focus on improvements

• Partner with business and

government to take a long-term

New Zealand recycling view.

Internal supply

chain focus

Reduce our packaging

materials

Reduction plans

commenced

Consumer packaging

focus

• Limited buying power to influence

factory re-tooling at point of

manufacture.

• Partner with international retailers

and innovate with manufacturers

• Review the impact of non-sustainable

packaging on our cost of goods sold.

100% recyclable

packaging

ongoing

improvement

Enhance

Source responsibly

• 100% of our private label manufacturing sites are

required to meet our ethical sourcing standards

4

.

• Continue to elevate our ethical

auditing practice.

• International attestation and

transparency up the supply chain.

• The programme is developing against announced

change in the Government regulations of

voluntary domestic emissions offset.

• Developing new sustainable packaging guidelines.

Investment phase

Offset

2

Regeneration of land to offset

65% of our carbon emissions

by 2025

Buying international Gold

Standard carbon credits

FY18 emissions

100% offset

3

Yield phase

• Insufficient land available for

domestic offset regeneration activity

• Misalignment with emerging

legislative, regulatory frameworks.

• Market volatility for international Gold

Standard carbon credits driven by

global forces

• Provenance of credits undermined.

• Consider alternative domestic

strategies for emission offset

• Liaise with stakeholders to influence

policy direction.

• Keep abreast of hedging/risk

management developments

• Ensure Gold Standard accreditation has

valid third-party attestation.

65% of emissions

offset this way

35% of emissions

offset this way

• Purchased 41,000 international Gold

Standard carbon credits.

• Became the third retailer in the world and largest

company in NZ to be certified carbon neutral.

Reassess our raw materials

• Incompatible messages to suppliers,

better quality, lower price.

• Volume of available products

insufficient for consumer demand

• Accept the total life-cycle cost in

decision making, not just product

preparation costs, to assist decision

making.

• Take more design in-house and open

up different price/value combinations

for customers

Programme is

still developing

Sustainable sourcing

programme in place

• Developing an end to end sustainable

sourcing roadmap to deliver measurable

improvements to our product offering.

• We only sourced paper from sustainable wood

sources, and from March 2019 all products we

stock are either without Palm Oil or certified

as containing sustainably sourced Palm Oil.

FY19 Progress

FY19 emissions

100% offset

OUR RELATIONSHIPS

Key initiatives

Reduce

Across the Group, we have a mature programme of over 25 specific

energy efficiency and emissions reduction initiatives. Some of these

have been running for several years, for example, the replacement

of fluorescent lighting in-store with energy-efficient LED lighting.

Supporting these initiatives, we have incorporated energy efficiency

principles into our procurement practices, and engage widely with

stakeholders to share knowledge and adopt approaches that other

industries and companies are having success with.


Offset

The offset element of our strategy is relatively recent, although

we have been exploring options for effective offset for the past

two years. Given the emergent nature of the Emissions Trading

Scheme, Zero Carbon Bill legislation and uncertainty relating to

the carbon credit trading, we have delayed the finalisation of our

domestic offset strategy.

Materiality

Achieving tangible sustainability benefits for our stakeholders is important to us. Consequently, we are prepared to over-invest in

reaching sustainable outcomes beyond those programmes that can be justified on purely economic grounds. We take a long-term view

for considering such investments, albeit many of the underlying technologies and market structures are emergent, which gives rise to

significant uncertainty in predicting project benefits. We recognise our opportunity in New Zealand to lead and role model behaviours

in this area, and see our sustainability credentials as a material element of our reputational and brand assets. Achievement of our stated

targets is a minimum performance threshold for us. Our KPIs against our stated strategies have been set with that in mind.

Consequently we are developing our own approach to offset

65% of our emissions by 2025 and provide other benefits such

as native forest regeneration, biodiversity and local community

benefits.


Enhance

We have made some good progress on specific programmes in

this area, particularly the work around packaging that we generate

as a business, such as online order fulfilment. We continue to

improve in that area, and our next focus is on packaging that our

upstream suppliers create, not only for shipping purposes but also

product packaging. We are currently developing a sustainable

packaging policy. Our other focus for FY20 will be on accelerating

the development of product ranges with stronger environmental

attributes so that the core product itself is more sustainably

produced, consumed and ultimately recycled.

OUR ENVIRONMENT

1

New Zealand CEMARS

®

certification

2

To offset our emissions, we have selected Clean Development Mechanism projects that generate Gold Standard carbon credits in regions where our business has

operations – India, Bangladesh, China. These projects deliver social and community co-benefits satisfying eight of the United Nations’ Sustainable Development Goals,

(SGDs 1, 3, 5, 7, 8, 9, 13, 15).

3

CarboNZeroCert

TM

4

The Warehouse Group Ethical Sourcing Policy 2019

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

37

FY18 (last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Retain our carboNZero status and drive more responsible practices and resource efficiency into our business

FY19 (this year)

Reduce carbon emissions by

32% or 12,742 tonnes of CO

2

by 2030 (from 2015 baseline)

• On track to convert 30% of our light commercial

fleet to Electric Vehicles by end of 2019

• Our 24 Electric Vehicle chargers are available

free to our customers.

3.4% year on year

increase

4% year on year

reduction

1

Reduce

Programme

still developing

FY30 (ten years)FY20 (next year)

20% reduction

from 2015

FY25 (five years)

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Carbon emissions increase due to

business growth or efficiency limits

• Financial costs of reduction become

prohibitive

• Ability to control emissions from

logistics networks.

• Focus on active emission and

reduction initiatives

• Make the financial impact of emissions

visible in our cost of doing business

(CODB)

• Influence our logistics partners.

32% reduction

from 2015

• Disposed of 2,652 tonnes of waste to landfill,

a reduction of 25% year on year, thanks to our

waste diversion initiatives.

Divert 85% of our operational

waste by 2022

78% diverted

this year

80% diverted

85% diverted

• Reduction offset by business growth

• Downstream recycling ineffective or

unavailable (e.g. soft plastics).

• Maintain a focus on improvements

• Partner with business and

government to take a long-term

New Zealand recycling view.

Internal supply

chain focus

Reduce our packaging

materials

Reduction plans

commenced

Consumer packaging

focus

• Limited buying power to influence

factory re-tooling at point of

manufacture.

• Partner with international retailers

and innovate with manufacturers

• Review the impact of non-sustainable

packaging on our cost of goods sold.

100% recyclable

packaging

ongoing

improvement

Enhance

Source responsibly

• 100% of our private label manufacturing sites are

required to meet our ethical sourcing standards

4

.

• Continue to elevate our ethical

auditing practice.

• International attestation and

transparency up the supply chain.

• The programme is developing against announced

change in the Government regulations of

voluntary domestic emissions offset.

• Developing new sustainable packaging guidelines.

Investment phase

Offset

2

Regeneration of land to offset

65% of our carbon emissions

by 2025

Buying international Gold

Standard carbon credits

FY18 emissions

100% offset

3

Yield phase

• Insufficient land available for

domestic offset regeneration activity

• Misalignment with emerging

legislative, regulatory frameworks.

• Market volatility for international Gold

Standard carbon credits driven by

global forces

• Provenance of credits undermined.

• Consider alternative domestic

strategies for emission offset

• Liaise with stakeholders to influence

policy direction.

• Keep abreast of hedging/risk

management developments

• Ensure Gold Standard accreditation has

valid third-party attestation.

65% of emissions

offset this way

35% of emissions

offset this way

• Purchased 41,000 international Gold

Standard carbon credits.

• Became the third retailer in the world and largest

company in NZ to be certified carbon neutral.

Reassess our raw materials

• Incompatible messages to suppliers,

better quality, lower price.

• Volume of available products

insufficient for consumer demand

• Accept the total life-cycle cost in

decision making, not just product

preparation costs, to assist decision

making.

• Take more design in-house and open

up different price/value combinations

for customers

Programme is

still developing

Sustainable sourcing

programme in place

• Developing an end to end sustainable

sourcing roadmap to deliver measurable

improvements to our product offering.

• We only sourced paper from sustainable wood

sources, and from March 2019 all products we

stock are either without Palm Oil or certified

as containing sustainably sourced Palm Oil.

FY19 Progress

FY19 emissions

100% offset

OUR ENVIRONMENT

FINANCIAL CAPITAL

1. TO OUR SHAREHOLDERS3. ADDITIONAL INFORMATION2. GROUP MANAGEMENT REPORT

OUR COMPANY

For our customers

Making positive environmental choices should not be only

available to the economically privileged. It is a reality that

these choices today often come with a premium price tag for

consumers – be they Electric Vehicles, sustainably generated

produce, or clothing and general merchandise.

Our aspiration and responsibility is to enable all customers,

including those who are value conscious or economically

disadvantaged, to still be able to make sustainable choices.

Significance

Sustainability to The Warehouse Group is not just a buzzword or a compliance activity, it is a central part of our values as a business

and is embedded into our business strategies, and has been for many years (the Group began sustainability reporting in 2001).

We take this seriously. Our emissions reporting follows the CarboNZeroCert

TM

and CEMARS (Certified Emissions Measurement And

Reduction Scheme) programmes. These two certifications ensure accurate and consistent carbon measurement, reduction and neutrality

claims. Our reduction targets are aligned with the Climate Leaders Coalition commitments, which follow the current Paris Agreement

reduction guidelines, and are consistent with keeping temperature increase to no more than two degrees Celsius based on pre-industrial

times. The Group’s emissions baseline year is 2015. As emerging international standards develop we will look to align our reporting and

audit activities with best practice. Our organisation is certified in accordance with ISO 14064-1:2006 or PAS 2050:2011.

As a reputable New Zealand business

From a social licence to operate perspective, stakeholders are

demanding more transparency from business. The impacts of

doing business on the immediate environment, both upstream and

downstream, are important to be able to clearly communicate on.

The Group has a comprehensive programme spanning long

standing activities such as energy efficiency, plastic reduction and

recycling, through to new initiatives across our Reduce, Offset and

Enhance framework.

Future focus areas

Our sustainability strategies continue to evolve. Key focus areas continue to include:

• Accelerating the deployment of our Electric Vehicle fleet


• Reducing carbon emissions throughout our operations


• Minimising the plastic packaging and plastic waste generated by our private label offering


• Developing a robust sustainable sourcing capability with measurable improvements on ingredients certification and recyclability

• Helping our customers live more sustainable lives by offering them new post consumer waste recycling solutions and price valued

sustainable product choices.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
38

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Ensure efficient utilisation of financial capital to compete and enable growth

FY19

(this year)

FY19 Progress

• Reduced gearing from 25.3% in FY18 to 13.6% in FY19

reflects working capital focus and lower capital expenditure

due to increased capital allocation discipline

• Access to committed bank debt facilities of $180m

(undrawn at balance date) in addition to a $50m

seasonal credit facility

• Headroom provides ability to invest for growth above

maintenance capital expenditure.

Maintain financial flexibility

through strong capital

management

Financial

resilience

FY20

(next year)

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Like many New Zealand businesses, the Group

is impacted by the performance of the New

Zealand economy and indirectly the economic

performance of New Zealand’s major trading

partners. Economic downturns may result in

a deterioration of financial performance.

• Offshore retailers may enter or increase

existing footprint in New Zealand, altering

the retail sector’s competitive landscape and

creating direct business competition.

FY21FY22+

• Downturn in international and domestic

financial markets may impact on the share

price of The Warehouse Group.

• Underperformance of investments relative

to initial expectations.

• Strong capital growth in the share price over the course

of FY19 of 12.8% (FY18: -4.2%)

1


• Total Shareholder Return (inclusive of dividend) of 20.2%

(FY18: 3.3%)

2


• Dividend policy of 75% to 85% of adjusted Net Profit

After Tax

• Return on Funds Employed of 23.5% (FY18: 16.9%)

3

.

Total

Shareholder

Return

Reward shareholders with

a consistently strong return

on investment

Optimally invest in our business

to retain relevance in a dynamic

retail landscape

Allocation

of capital

• Greater discipline around our capital expenditure in FY19

• The recently established Investment Review Committee

assesses each business case and applies internal hurdle

rates to ensure propositions ‘stack up’ from a financial

perspective

• Reduction in capital expenditure from 121% capex/

depreciation in FY18 to 104% in FY19 due to focus on

transformation and development of strategic initiatives.

Maintain access to diverse

capital sources

Access to

capital

• The Group maintains three primary sources of capital in

operating cash flow, debt and equity

• Operating cash flow has significantly improved in FY19

due to working capital initiatives

• Access to debt is through multi bank bilaterals and an

NZX listed bond

• Market capitalisation increased from $704m in FY18

to $794m in FY19.

• Erosion of the asset base from

under-investment due to deferral of spend

or lack of strategic direction

• Under-investment in growth initiatives that

are core to delivering exceptional customer

retail experiences.

• The Group’s established New Zealand brands

and diversified product offering can alleviate

performance pressure from market downturns


• Maintain access to diverse and quality

sources of capital

• Tightly manage our property portfolio to

balance location security with flexibility

to manage individual store performance.

• Maintain our unparalleled footprint in the

New Zealand non-food market across physical

and online channels

• Remain dedicated to providing the best retail

experience for our customers

• Continue to create and develop appealing

and new ways to shop, such as TheMarket.

• Develop trust with shareholders through

delivering a high level of financial reporting

and transparency

• Maintain our commitment to consistently

deliver value to our shareholders through a

balance of dividends and capital growth.

• Refine our maintenance capital

expenditure programme to ensure our

infrastructure and customer channels

(physical and online) meet or exceed

customer expectations.

• Use our investment review process to test

the robustness of investments from an

operational, strategic and financial perspective.

• Tightening of credit markets and/or local

banking regulations and downturn in equity

market performance due to local and/or

global economic factors causes a rationing

of capital.

• Retain our banking relationships and

headroom in excess of immediate needs.

Supplement our bank funding with an

NZX listed bond

• NZX listed for nearly 25 years with a founding

shareholder that has maintained a controlling

stake

• Continue our focus on working capital control

and conversion of earnings into operating

cash flow.

Gearing levels not greater than 30%

Target 17%+ Return on Funds Employed

Targeting increased proportion

of capital spend on growth initiatives

Maintain diversity of funding sources

OUR ENVIRONMENT

FINANCIAL CAPITAL

Key initiatives

In FY19, inventory management and improved supplier terms were

a key focus of our transformation initiatives. In line with comments

made throughout the financial year, we have begun to realise some

of the benefit from these undertakings with a meaningful reduction

in working capital. Consequently, the business has generated

sufficient free cash flow over the course of the year to increase the

dividend paid to shareholders to 17 cents per share, while repaying

$63.7m of bank debt and funding capital expenditure of $62.1m.

The current low level of gearing is helping to build capacity in

advance of expected future investment in planned transformation

and growth initiatives.

Increased discipline around the allocation of capital has resulted in

capital spend this year below guidance.

There were also transformation initiatives that were originally

planned to land in FY19 which are now expected to occur in

the first half of FY20. Of the capital expenditure, 39% was on

stores and distribution centres, 40% on information systems and

digital initiatives and 21% on logistics. Investment in a warehouse

management system drove the proportion of capital spent on

logistics higher than anticipated, the first phase of which has

delivered improvement in eCommerce fulfilment metrics. For the

purposes of capital planning, we are assuming to have several

years of capital spend in the $100m to $120m range. In addition

to lifting our capital expenditure versus depreciation, we will be

looking to increase our percentage of growth capital spend as we

start to execute our growth aspirations.

1

Capital growth calculated as close price at Financial Year end / open price at the start of the Financial Year.

2

Simple Total Shareholder Return calculated as (close price at Financial Year end + dividends paid to shareholders during the Financial Year)/

open price at the start of the Financial Year.

3

Return on Funds Employed calculated as Operating Profit from Continuing Operations as a percentage of average Funds Employed.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

39

FY18

(last year)

FOCUS

AREA

PRIORITIES

ACTUAL PROGRESS

OUR GOAL:

Ensure efficient utilisation of financial capital to compete and enable growth

FY19

(this year)

FY19 Progress

• Reduced gearing from 25.3% in FY18 to 13.6% in FY19

reflects working capital focus and lower capital expenditure

due to increased capital allocation discipline

• Access to committed bank debt facilities of $180m

(undrawn at balance date) in addition to a $50m

seasonal credit facility

• Headroom provides ability to invest for growth above

maintenance capital expenditure.

Maintain financial flexibility

through strong capital

management

Financial

resilience

FY20

(next year)

ROADMAP TO OUR GOALKEY RISKSMITIGATIONS

• Like many New Zealand businesses, the Group

is impacted by the performance of the New

Zealand economy and indirectly the economic

performance of New Zealand’s major trading

partners. Economic downturns may result in

a deterioration of financial performance.

• Offshore retailers may enter or increase

existing footprint in New Zealand, altering

the retail sector’s competitive landscape and

creating direct business competition.

FY21FY22+

• Downturn in international and domestic

financial markets may impact on the share

price of The Warehouse Group.

• Underperformance of investments relative

to initial expectations.

• Strong capital growth in the share price over the course

of FY19 of 12.8% (FY18: -4.2%)

1


• Total Shareholder Return (inclusive of dividend) of 20.2%

(FY18: 3.3%)

2


• Dividend policy of 75% to 85% of adjusted Net Profit

After Tax

• Return on Funds Employed of 23.5% (FY18: 16.9%)

3

.

Total

Shareholder

Return

Reward shareholders with

a consistently strong return

on investment

Optimally invest in our business

to retain relevance in a dynamic

retail landscape

Allocation

of capital

• Greater discipline around our capital expenditure in FY19

• The recently established Investment Review Committee

assesses each business case and applies internal hurdle

rates to ensure propositions ‘stack up’ from a financial

perspective

• Reduction in capital expenditure from 121% capex/

depreciation in FY18 to 104% in FY19 due to focus on

transformation and development of strategic initiatives.

Maintain access to diverse

capital sources

Access to

capital

• The Group maintains three primary sources of capital in

operating cash flow, debt and equity

• Operating cash flow has significantly improved in FY19

due to working capital initiatives

• Access to debt is through multi bank bilaterals and an

NZX listed bond

• Market capitalisation increased from $704m in FY18

to $794m in FY19.

• Erosion of the asset base from

under-investment due to deferral of spend

or lack of strategic direction

• Under-investment in growth initiatives that

are core to delivering exceptional customer

retail experiences.

• The Group’s established New Zealand brands

and diversified product offering can alleviate

performance pressure from market downturns


• Maintain access to diverse and quality

sources of capital

• Tightly manage our property portfolio to

balance location security with flexibility

to manage individual store performance.

• Maintain our unparalleled footprint in the

New Zealand non-food market across physical

and online channels

• Remain dedicated to providing the best retail

experience for our customers

• Continue to create and develop appealing

and new ways to shop, such as TheMarket.

• Develop trust with shareholders through

delivering a high level of financial reporting

and transparency

• Maintain our commitment to consistently

deliver value to our shareholders through a

balance of dividends and capital growth.

• Refine our maintenance capital

expenditure programme to ensure our

infrastructure and customer channels

(physical and online) meet or exceed

customer expectations.

• Use our investment review process to test

the robustness of investments from an

operational, strategic and financial perspective.

• Tightening of credit markets and/or local

banking regulations and downturn in equity

market performance due to local and/or

global economic factors causes a rationing

of capital.

• Retain our banking relationships and

headroom in excess of immediate needs.

Supplement our bank funding with an

NZX listed bond

• NZX listed for nearly 25 years with a founding

shareholder that has maintained a controlling

stake

• Continue our focus on working capital control

and conversion of earnings into operating

cash flow.

Gearing levels not greater than 30%

Target 17%+ Return on Funds Employed

Targeting increased proportion

of capital spend on growth initiatives

Maintain diversity of funding sources

FINANCIAL CAPITAL

FINANCIAL STATEMENTS

Materiality

‘Here for good’ is a value within the Group that displays our commitment to our people and our planet and delivering great value to

customers with our products. In order to make-good on that commitment, the Group needs to also have a robust financial capital base.

The Group has been focused on achieving a strong balance sheet that provides capital headroom to weather potential downturns and fund

investment in value-enhancing initiatives and strategies. Financial discipline is of utmost importance to us and is core to making sure that

we are here for good and for New Zealanders.

Significance

Financial capital is an enabler that allows the Group to execute on the various initiatives we identify as important for the long-term

sustainability of the Group and development of its capital base (financial and non-financial). Current focuses for the Group are completing

our detailed transformation plans as well as investing in growth initiatives. The transformation plans are, however, not only associated with

financial performance. We are investing in areas of the business where goals are linked to non-financial measures but the ability to develop,

implement and achieve them is dependent on the financial resources of the Group. Financial capital is therefore not only about financial

results, it is also about delivering results for the betterment of the Group and our stakeholders.

Future focus areas

Our focus in FY20 and beyond will be to:

• Continue with the transformation process through:

– Investing capital in line with the strategy and delivering shareholder value

– Focusing on the retail fundamentals to grow the top line while assessing areas to be more cost efficient

• Continue our focus on financial risk management.

1. TO OUR SHAREHOLDERS3. ADDITIONAL INFORMATION2. GROUP MANAGEMENT REPORT

OUR COMPANY

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
40

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019

FINANCIAL CAPITAL

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

41

FINANCIAL STATEMENTS

The financial statements have been presented in a style which attempts to make them less complex and more relevant to shareholders. The note disclosures

have been grouped into six sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial

risk management’ and ‘other disclosures’. Each section sets out the significant accounting policies in green text boxes applied in producing the relevant notes,

along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer understanding of what drives

financial performance of the Group.

These financial statements have been approved for issue by the Board of Directors on 24 September 2019.

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

Level 4, 4 Graham Street, PO Box 2219, Auckland.

FINANCIAL STATEMENTS PAGE

Consolidated income statement 42

Consolidated statement of comprehensive income 42

Consolidated balance sheet 43

Consolidated statement of cash flows 44

Reconciliation of operating cash flows 44

Consolidated statement of changes in equity 45

BASIS OF PREPARATION

1.0 Basis of preparation 46

1.1 Reporting entity 46

1.2 Compliance statement 46

1.3 Basis of preparation 46

1.4 Reporting period 46

1.5 Critical accounting judgements, 46

estimates and assumptions

FINANCIAL PERFORMANCE

2.0 Segment information 47

2.1 Operating performance 47

2.2 Capital expenditure, depreciation and amortisation 47

2.3 Balance sheet information 47

3.0 Income and expenses 48

3.1 Other income 48

3.2 Lease and occupancy expense 48

3.3 Employee expense 48

3.4 Other operating expenses 48

3.5 Auditors’ fees 48

4.0 Taxation 49

4.1 Taxation - Income statement 49

4.2 Taxation - Balance sheet current taxation 49

4.3 Taxation - Balance sheet deferred taxation 49

5.0 Adjusted net profit 50

6.0 Earnings per share 50

7.0 Dividends 51

7.1 Dividends paid 51

7.2 Dividends policy reconciliation 51

7.3 Imputation credit account 51

OPERATING ASSETS AND LIABILITIES Page

8.0 Working capital 52

8.1 Inventory 52

8.2 Trade and other receivables 52

8.3 Trade and other payables 52

8.4 Provisions 53

9.0 Non current assets 53

9.1 Property, plant and equipment 53

9.2 Intangible assets 54

FINANCING AND CAPITAL STRUCTURE

10.0 Borrowings 55

10.1 Net debt 55

10.2 Net interest expense 55

10.3 Bank facilities 55

11.0 Equity 56

11.1 Capital management 56

11.2 Contributed equity 56

11.3 Reserves 57

11.4 Minority interest 57

FINANCIAL RISK MANAGEMENT

12.0 Financial risk management 58

12.1 Financial risk factors 58

12.2 Derivative financial instruments 58

12.3 Liquidity risk 59

12.4 Credit risk 59

12.5 Market risk 60

OTHER DISCLOSURES

13.0 Key management 61

14.0 Share-based long term incentive plans 61

15.0 Discontinued operations 62

15.1 Financial Services Group results and cash flows 62

15.2 Financial Services Group assets classified 62

as held for sale

16.0 Commitments 63

17.0 Contingent liabilities 63

18.0 Related parties 63

19.0 New accounting standards - adopted in the year 64

20.0 New accounting standards - effective next year 64

Financial Statements

For the 52 week period ended 28 July 2019

CONTENTS

Joan Withers - Chair

24 September 2019

Keith Smith - Deputy Chair

24 September 2019

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
42

Consolidated Income Statement

For the 52 week period ended 28 July 2019

The above consolidated income statement and statement of comprehensive income should be read in conjunction with the accompanying notes.

(52 WEEKS) (52 WEEKS)

NOTE2019 2018

$000$000

Net profit for the period65,515 23,120

Items that may be reclassified subsequently to the income statement

Movement in foreign currency translation reserve19 (5)

Movement in derivative cash flow hedges(17,165)35,346

Movement in de-designated derivative hedges580 606

Tax relating to movement in hedge reserve4,644 (10,067)

Other comprehensive income(11,922)25,880

Total comprehensive income53,593 49,000

Attributable to:

Shareholders of the parent53,460 48,758

Minority interest11.4 133 242

Total comprehensive income53,593 49,000

Attributable to:

Total comprehensive income from continuing operations55,521 53,386

Total comprehensive loss from discontinued operations(1,928)(4,386)

Total comprehensive income53,593 49,000

Total comprehensive income from continuing operations attributable to:

Shareholders of the parent55,388 53,144

Minority interest11.4 133 242

Total comprehensive income55,521 53,386

Consolidated Statement of Comprehensive Income

For the 52 week period ended 28 July 2019

(52 WEEKS) (52 WEEKS)

NOTE2019 2018

$000$000

Continuing operations

Retail sales2.1 3,071,357 2,994,571

Cost of retail goods sold8.1 (2,042,722)(2,003,396)

Gross profit1,028,635 991,175

Other income3.1 8,325 8,118

Lease and occupancy expense3.2 (164,375)(159,587)

Employee expense3.3 (520,892)(524,673)

Depreciation and amortisation expense2.2 (60,613)(59,630)

Other operating expenses3.4 (178,702)(163,961)

Operating profit from continuing operations2.1 112,378 91,442

Unusual items5.0 (9,435)(34,135)

Earnings before interest and tax from continuing operations102,943 57,307

Net interest expense10.2 (8,879)(9,165)

Profit before tax from continuing operations94,064 48,142

Income tax expense4.1 (26,621)(20,636)

Net profit for the period from continuing operations67,443 27,506

Discontinued operations

Loss from discontinued operations (net of tax)15.1 (1,928)(4,386)

Net profit for the period65,515 23,120

Attributable to:

Shareholders of the parent65,382 22,878

Minority interests11.4 133 242

65,515 23,120

Profit attributable to shareholders of the parent relates to:

Profit from continuing operations67,310 27,264

Loss from discontinued operations (1,928)(4,386)

65,382 22,878

Earnings per share attributable to shareholders of the parent

Basic earnings per share6.0 18.9 cents 6.6 cents

Diluted earnings per share - continuing operations6.0 19.5 cents 7.9 cents

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

43

FINANCIAL STATEMENTS

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

NOTE20192018

$000$000

ASSETS

Current assets

Cash and cash equivalents10.1 49,297 26,455

Trade and other receivables8.2 90,670 79,758

Inventories8.1 517,758 523,840

Derivative financial instruments12.2 7,948 19,030

Taxation receivable4.2 - -

665,673 649,083

Assets held for sale15.2- 7,560

Total current assets665,673 656,643

Non current assets

Property, plant and equipment9.1 221,161 238,592

Intangible assets9.2 125,512 115,331

Derivative financial instruments12.2 - 764

Deferred taxation4.3 38,475 38,418

Total non current assets385,148 393,105

Total assets2.3 1,050,821 1,049,748

LIABILITIES

Current liabilities

Borrowings10.1 125,465 43,840

Trade and other payables8.3 352,575 279,028

Derivative financial instruments12.2 939 -

Taxation payable4.2 713 6,388

Provisions8.4 60,771 67,422

540,463 396,678

Other liabilities directly associated with assets held for sale15.2- 3,886

Total current liabilities540,463 400,564

Non current liabilities

Borrowings10.1 - 144,954

Derivative financial instruments12.2 7,055 3,394

Provisions8.4 21,270 20,552

Total non current liabilities28,325 168,900

Total liabilities2.3 568,788 569,464

Net assets482,033 480,284

EQUITY

Contributed equity11.2 360,061 359,457

Reserves11.3 (1,216)11,472

Retained earnings122,469 108,476

Total equity attributable to shareholders481,314 479,405

Minority interest11.4 719 879

Total equity482,033 480,284

Consolidated Balance Sheet

As at 28 July 2019

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
44

Consolidated Statement of Cash Flows

For the 52 week period ended 28 July 2019

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

(52 WEEKS) (52 WEEKS)

NOTE2019 2018

$000$000

Net profit65,515 23,120

Non cash items

Depreciation and amortisation expense2.2 60,613 59,630

Intangible asset impairment9.2 5,478 25,622

Share based payment expense3.3 420 353

Interest capitalisation446 467

Supplier contributions- (2,694)

Movement in deferred tax4.3 4,857 (5,826)

Movement in de-designated derivative hedges418 436

Total non cash items72,232 77,988

Items classified as investing or financing activities

Loss/(Gain) on sale of property, plant and equipment(10,392)397

(Gain)/Loss on business disposal15.0(398)1,421

Supplementary dividend tax credit4.2 275 327

Total investing and financing adjustments(10,515)2,145

Changes in assets and liabilities

Trade and other receivables268 (3,715)

Finance business receivables5,929 3,305

Inventories6,082 (36,566)

Trade and other payables70,785 11,522

Provisions(6,628)18,768

Income tax(5,675)11,347

Total changes in assets and liabilities70,761 4,661

Net cash flows from operating activities197,993107,914

(52 WEEKS) (52 WEEKS)

NOTE2019 2018

$000$000

Cash flows from operating activities

Cash received from customers3,083,748 3,003,199

Payments to suppliers and employees(2,853,781)(2,875,770)

Income tax paid(26,540)(14,082)

Interest paid(8,657)(9,307)

194,770 104,040

Loans repaid by finance business customers26,417 50,469

New loans to finance business customers(23,194)(46,595)

Net cash flows from operating activities197,993 107,914

Cash flows from investing activities

Proceeds from sale of property, plant and equipment and computer software1,860 12,227

Proceeds from business disposal15.01,850 17,291

Purchase of property, plant and equipment and computer software(61,326)(70,229)

Business disposal warranty claim15.0(1,421)-

Net cash flows from investing activities(59,037)(40,711)

Cash flows from financing activities

Repayment of bank borrowings(63,715)(31,999)

Repayment of finance leases(135)(456)

Treasury stock dividends received 217 267

Dividends paid to parent shareholders(52,302)(55,822)

Dividends paid to minority shareholders(179)(230)

Net cash flows from financing activities(116,114)(88,240)

Net cash flow22,842 (21,037)

Opening cash position26,455 47,492

Closing cash position10.149,297 26,455

Reconciliation of Operating Cash Flows

For the 52 week period ended 28 July 2019

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

45

FINANCIAL STATEMENTS

Consolidated Statement of Changes in Equity

For the 52 week period ended 28 July 2019

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

NOTE

SHARE

CAPITAL

TREASURY

SHARES

HEDGE

RESERVES

FOREIGN

CURRENCY

TRANSLATION

RESERVE

EMPLOYEE

SHARE

BENEFITS

RESERVE

RETAINED

EARNINGS

MINORITY

INTEREST

TOTAL

EQUITY

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

For the 52 week period ended 28 July 2019

Balance at the beginning of the period365,517 (6,060)10,711 (5)766 108,476 879 480,284

Adjustment on adoption of NZ IFRS 15- - - - - (275)- (275)

Restated balance at the beginning of the period365,517 (6,060)10,711 (5)766 108,201 879 480,009

-

Net profit for the period- - - - - 65,382 133 65,515

Movement in foreign currency translation reserve- - - 19 - - - 19

Movement in derivative cash flow hedges- - (17,165)- - - - (17,165)

Movement in de-designated derivative hedges- - 580 - - - - 580

Tax relating to movement in hedge reserve4.2, 4.3- - 4,644 - - - - 4,644

Total comprehensive income- - (11,941)19 - 65,382 133 53,593

Contributions by and distributions to owners

Share rights charged to the income statement- - - - 63 - 357 420

Share rights vested- 604 - - (829)696 (471)-

Dividends paid7.1, 11.4- - - - - (52,027)(179)(52,206)

Treasury stock dividends received- - - - - 217 - 217

Balance at the end of the period365,517 (5,456)(1,230)14 - 122,469 719 482,033

(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3)(note: 11.3) (note: 11.4)

For the 52 week period ended 29 July 2018

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

-

Net profit for the period- - - - - 22,878 242 23,120

Movement in foreign currency translation reserve- - - (5)- - - (5)

Movement in derivative cash flow hedges- - 35,346 - - - - 35,346

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

Tax relating to movement in hedge reserve4.2, 4.3- - (10,067)- - - - (10,067)

Total comprehensive income- - 25,885 (5)- 22,878 242 49,000

Contributions by and distributions to owners

Share rights charged to the income statement- - - - 353 - - 353

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

Dividends paid7.1, 11.4- - - - - (55,495)(230)(55,725)

Treasury stock dividends received- - - - - 267 - 267

Balance at the end of the period365,517 (6,060)10,711 (5)766 108,476 879 480,284

(note: 11.2) (note: 11.2) (note: 11.3) (note: 11.3)(note: 11.3) (note: 11.4)

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
46

1.0 BASIS OF PREPARATION

1.1 Reporting entity

The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) largely trade in the New Zealand retail sector. The Company is a

limited liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity

under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland. The

Company is listed on the New Zealand Stock Exchange (NZX).

1.2 Compliance statement

These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.

They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards, and

authoritative notes as appropriate for profit oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS).

1.3 Basis of preparation

The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets

and liabilities at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless

otherwise stated. Certain comparative amounts have been reclassified to conform with the current year’s presentation.

The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting

choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS do not provide any

accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.

The Group sold its Financial Services business (excluding Diners Club (NZ)) in September 2017 and then sold the Diners Club (NZ) finance receivables

in April 2019, the Group’s remaining Diners Club franchise obligations cease in December 2019. The results for the Financial Services Group have been

classified as a discontinued operation and are presented as a single amount in the income statement and form part of ‘assets held for sale’ and ‘liabilities

associated with assets held for sale’ on the balance sheet.

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed

below.

Notes to the Financial Statements - Basis of Preparation

For the 52 week period ended 28 July 2019

PERCENTAGE OWNERSHIP

NAME OF ENTITYPRINCIPAL ACTIVITYCHANGENOTE2019 2018

The Warehouse LimitedRetail100 100

Warehouse Stationery LimitedRetailAmalgamated with The Warehouse LimitedN/A 100

Noel Leeming Group LimitedRetail100 100

Torpedo7 LimitedRetail100 100

The Warehouse Group Investments LimitedDigital Retail11.4 95 100

Diners Club (NZ) LimitedFinancial ServicesClassified as discontinued operations15.0 100 100

Eldamos Investments LimitedProperty100 100

The Warehouse Nominees LimitedInvestment100 100

TWP No.3 LimitedRetail / WholesaleAmalgamated with The Warehouse LimitedN/A 100

1.4 Reporting period

These financial statements are for the 52 week period 30 July 2018 to 28 July 2019. The comparative period is for the 52 week period 31 July 2017 to 29 July

2018. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period, a 53 week year occurring

once every 5 to 6 years. The next 53 week trading period is next year’s 2020 financial year.

1.5 Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets

and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the

financial statements are found in the following notes:

(a) Inventory (note 8.1)

(b) Provisions (note 8.4)

(c) Derivative financial instruments (note 12.2)

(d) Intangible assets (note 9.2)

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

47

NOTES TO THE FINANCIAL STATEMENTS

2.0 SEGMENT INFORMATION

Operating segments

The Group has four operating segments trading in the New Zealand retail sector and a start-up venture to expand the Group's digital offering. These

segments form the basis of internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist with

strategic decisions.

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

chains either online or through the Group’s physical retail store network. The Group’s store network currently has 93 (2018: 93) The Warehouse stores, 70

(2018: 70) Warehouse Stationery stores, 77 (2018: 74) Noel Leeming stores and 18 (2018: 14) Torpedo7 stores. The Warehouse predominantly sells general

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

Stationery sells stationery.

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

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

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

components of the “Other Group operations” segment.

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2019

2.1 Operating performance

REVENUEOPERATING PROFIT

RETAIL OPERATING

MARGIN

NOTE2019 2018 2019201820192018

$000$000$000$000

The Warehouse1,705,687 1,695,839 85,075 71,440 5.0% 4.2%

Warehouse Stationery 268,592 263,766 16,669 10,590 6.2% 4.0%

Warehouse Segment1,974,279 1,959,605 101,744 82,030 5.2% 4.2%

Noel Leeming 924,648 880,453 38,103 31,163 4.1% 3.5%

Torpedo7172,474 163,402 (7,027)(1,447)-4.1% -0.9%

Noel Leeming Segment1,097,122 1,043,855 31,076 29,716 2.8% 2.8%

Digital Retail- - (5,996)(1,133)

Other Group operations8,508 9,655 (14,446)(19,171)

Inter-segment eliminations(8,552)(18,544)- -

Retail Group3,071,357 2,994,571 112,378 91,442 3.7% 3.1%

Unusual items5.0 (9,435)(34,135)

Earnings before interest and tax from continuing operations102,943 57,307

Net interest expense10.2 (8,879)(9,165)

Profit before tax from continuing operations94,064 48,142

2.2 Capital expenditure, depreciation and amortisation

CAPITAL EXPENDITURE

DEPRECIATION AND

AMORTISATION

NOTE2019 2018 2019 2018

$000$000$000$000

The Warehouse Segment47,753 42,889 46,310 46,477

Noel Leeming Segment10,276 14,165 11,364 11,685

Digital Retail3,641 4,363 1,200 -

Other Group operations433 10,238 1,739 1,468

Continuing Retail Group62,103 71,655 60,613 59,630

Discontinued operations- 335 - -

Total Group62,103 71,990 60,613 59,630

Comprising

Property, plant and equipment9.1 34,676 51,185 50,371 52,368

Computer software9.2 27,427 20,805 10,242 7,262

Total Group62,103 71,990 60,613 59,630

2.3 Balance sheet information

TOTAL ASSETSTOTAL LIABILITIES

NOTE2019 2018 2019 2018

$000$000$000$000

The Warehouse Segment536,464 553,351 302,333 230,594

Noel Leeming Segment 238,747 230,790 128,001 133,356

Digital Retail6,906 4,390 1,940 332

Other Group operations97,483 88,011 2,342 2,720

Continuing Retail Group879,600 876,542 434,616 367,002

Discontinued operations- 7,560 - 3,886

Operating assets/liabilities879,600 884,102 434,616 370,888

Unallocated assets/liabilities

Cash and borrowings10.1 49,297 26,455 125,465 188,794

Derivative financial instruments12.2 7,948 19,794 7,994 3,394

Intangible goodwill and brands9.2 75,501 80,979 - -

Taxation assets/liabilities4.2, 4.3 38,475 38,418 713 6,388

Total Group1,050,821 1,049,748 568,788 569,464

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
48

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2019

3.0 INCOME AND EXPENSES

Retail sales

Retail sales are recognised at the point of sale when the customer receives the goods or where delivery of the goods is not instantaneous which is

typical with online sales, the sale is recognised when the goods are delivered. Retail revenue from the sale of goods is recognised at the fair value of

the consideration received or receivable, net of returns, discounts and excluding GST.

Lease expense

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

under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of

the lease.

Employee expense

The employee entitlements expense includes wages and salaries, performance based compensation and share based compensation paid or accruing

to team members. Details of how these entitlements are calculated are found in notes 8.4 and 14.0.

3.1 Other income

2019 2018

$000$000

Tenancy rents received3,348 4,002

Other4,977 4,116

Other income8,325 8,118

3.2 Lease and occupancy expense

2019 2018

$000$000

Operating lease costs127,346 125,295

Other occupancy costs37,029 34,292

Lease and occupancy expense164,375 159,587

3.3 Employee expense

2019 2018

$000$000

Wages and salaries493,514 490,610

Directors' fees709 700

Performance based compensation26,249 33,010

Equity settled share based payments expense420 353

Employee expense520,892 524,673

3.4 Other operating expenses

2019 2018

$000$000

Other operating expenses include:

Provision for bad and doubtful debts281 1,174

Loss on disposal of plant and equipment1,369 366

Donations89 663

Net foreign currency exchange (gain)/loss64 (92)

3.5 Auditors’ fees

2019 2018

$000$000

Auditing the Group financial statements520 660

Reviewing the half year financial statements90 90

Other services67 53

Total fees paid to PricewaterhouseCoopers677 803

Audit Fees - Corporate Governance

Fees paid to PricewaterhouseCoopers for other services relate to treasury related market analysis and equity scheme commentary, agreed upon procedures

at the Annual Shareholders’ Meeting and tax compliance services. In accordance with the Group's policies regarding audit governance and independence

this work was approved by the Group’s Audit and Risk Committee. The Group’s policy permits the audit firm to provide non-audit services that are not

considered to be in conflict with the preservation of the independence of the auditor, subject to Audit and Risk Committee approval.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

49

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2019

4.0 TAXATION

A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.


The following table details the movement in income tax receivable/(payable) during the current and prior year.

The following table details the major deferred income tax liabilities and assets recognised by the Group and the movements during the current and prior year.

Income taxation

The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in

deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in

the financial statements.

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

liabilities are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative

amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.

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

will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences

between the carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the

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

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

Goods and services tax (GST)

The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance

sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.

4.1 Taxation - Income statement

NOTE2019 2018

$000$000

Profit before tax from continuing operations94,064 48,142

Loss before tax from discontinued operations15.1 (2,714)(5,262)

Profit before tax91,350 42,880

Taxation calculated at 28%25,578 12,006

Adjusted for the tax effect of:

Goodwill impairment- 7,174

Share-based employee compensation 66 (296)

Non deductible expenditure738 1,563

Income tax over provided in prior year(547)(687)

Income tax expense25,835 19,760

Adjust for income tax expense attributable to losses from discontinued operations15.1 786 876

Income tax expense attributable to continuing operations26,621 20,636

Income tax expense comprises:

Current year income tax payable4.2 20,978 25,586

Deferred taxation4.3 4,857 (5,826)

Income tax expense25,835 19,760

4.2 Taxation - Balance sheet current taxation

NOTE2019 2018

$000$000

Opening balance(6,388)4,959

Current year income tax payable4.1 (20,978)(25,586)

Net taxation paid26,540 14,082

Transfer from cash flow hedge reserve(162)(170)

Supplementary dividend tax credit275 327

Closing balance(713)(6,388)

4.3 Taxation -

Balance sheet deferred taxation

NOTE

BRAND

NAMESINVENTORY

PROPERTY, PLANT

SOFTWARE &

EQUIPMENT

EMPLOYEE

PROVISIONSDERIVATIVESOTHERTOTAL

For the 52 week period ended 28 July 2019

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

Opening balance(6,586)15,387 12,815 13,933 (4,391)7,260 38,418

Adjustment on adoption of NZ IFRS 15- - - - - 108 108

Charged/(credited) to the income statement1,533 (3,544)(1,634)(508)- (704)(4,857)

Net charged to other comprehensive income4.1 - - - - 4,806 - 4,806

Closing balance(5,053)11,843 11,181 13,425 415 6,664 38,475

For the 52 week period ended 29 July 2018

Opening balance(6,586)12,530 8,101 13,102 5,506 8,258 40,911

Charged/(credited) to the income statement4.1- 2,857 2,431 953 - (415)5,826

Net charged to other comprehensive income- - - - (9,897)- (9,897)

Disposal of subsidiary- - 2,283 (122)- (583)1,578

Closing balance(6,586)15,387 12,815 13,933 (4,391)7,260 38,418

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
50

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2019

5.0 ADJUSTED NET PROFIT

6.0 EARNINGS PER SHARE

Adjusted net profit reconciliation

NOTE2019 2018

$000$000

Adjusted net profit74,103 59,015

Add back: Unusual items

Gain on property disposals11,761 218

Brand and Goodwill impairment (Torpedo7)


9.2 (5,478)(25,622)

Restructuring costs(15,718)(8,731)

Unusual items before taxation(9,435)(34,135)

Income tax relating to unusual items2,642 2,384

Unusual items after taxation(6,793)(31,751)

Net profit from continuing operations attributable to shareholders of the parent67,310 27,264

Earnings per share calculation

NOTE2019 2018

Net profit attributable to shareholders of the parent ($000s)65,382 22,878

Net profit from continuing operations attributable to shareholders of the parent ($000s)67,310 27,264

Adjusted net profit ($000s)5.0 74,103 59,015

Basic

Weighted average number of ordinary shares (net of treasury stock) on issue (000s)345,229 344,916

Basic earnings per share (cents)18.9 6.6

Basic earnings per share from continuing operations (cents)19.5 7.9

Adjusted basic earnings per share (cents)21.5 17.1

Unusual items

(a) The group entered a sale agreement that became unconditional in May 2019 to sell surplus land at its Auckland Support Office for a consideration of

$13.000 million representing a pre-tax profit of $11.761 million. The Group received an initial deposit of $1.950 million and will receive the balance of the

consideration ($11.050 million refer note 8.2) once the purchaser has obtained the necessary resource consent for its proposed development works which

will be no later than April 2020. The property disposal in the prior year related to surplus land in Auckland and was sold prior to the commencement of

store development works for a consideration of $12.036 million, realising a pre-tax profit of $0.218 million.

(b) The Group fully impaired the Torpedo7 brand assets associated with the online 1-day business ($5.478 million – refer note 9.2). In the prior year the Group

impaired the Torpedo7 goodwill ($25.622 million).

(c) In January 2017, the Group commenced a transformation programme to change its business operating model, which included shifting The Warehouse

away from a ‘Hi-Lo’ pricing model to an ‘Every Day Low Price’ model. The changes have been designed to drive an improvement in financial performance,

reduce costs and generate greater customer relevance. The changes focused primarily on simplification to reduce complexities, reduce working capital,

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

synergy benefits. It also involved combining The Warehouse and Warehouse Stationery and similarly combining the Noel Leeming and Torpedo7 Groups

by integrating their operating structures and executive leadership teams.

The Group has partnered with a management consultancy firm to assist with the transformation process and strategy implementation. In addition to a

retainer the Group recognises an expense for success fees payable to the management consultancy firm where they have been involved in transformation

initiatives that are shown to have achieved the expected outcomes. This phase of the partnership is scheduled to conclude in January 2020.

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

and considers it a better measure of underlying business performance. The Group also uses it as the basis for determining dividend payments. Adjusted

net profit makes allowance for the after tax effect of unusual items which are not directly connected with the Group’s normal trading activities. The

Group defines unusual items as any gains or losses from the disposal of properties or investments, goodwill and brand impairment, costs relating to

business acquisitions or disposals and costs connected with restructuring the Group.

Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to

shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Continuing and adjusted basic

EPS are similarly calculated using continuing and adjusted net profit as the numerator.

The Group’s share rights and related put options (refer note 14.0) are dilutive as they create a future commitment for the Group to issue shares in certain

circumstances that would decrease the basic EPS. The dilution currently attributed to these share rights and put options is insignificant and does not have a

material impact on the basic EPS calculation, however, this could change in the future if a higher conversion value is attributed to both the put options and

the share rights held by the Group’s minority shareholders.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

51

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements - Financial Performance

For the 52 week period ended 28 July 2019

7.0 DIVIDENDS

7.1 Dividends paid

2019 2018 2019 2018

$000$000CENTS PER SHARECENTS PER SHARE

Prior year final dividend20,811 20,811 6.0 6.0

Interim dividend31,216 34,684 9.0 10.0

Total dividends paid52,027 55,495 15.0 16.0

7.2 Dividends policy reconciliation

NOTE2019 2018 2019 2018

$000$000CENTS PER SHARECENTS PER SHARE

Interim dividend31,216 34,684 9.0 10.0

Final dividend (declared after balance date)27,747 20,811 8.0 6.0

Total dividends paid and declared in respect of the current

and prior financial years

58,963 55,495 17.0 16.0

Group adjusted net profit5.0 74,103 59,015

Pay-out ratio (%) 79.6% 94.0%

7.3 Imputation credit account

20192018

$000$000

Imputation credits at balance date available for future distribution113,294 117,178

Dividend policy

The Board declares two dividends annually in respect of the half year (interim dividend) and full year results (final dividend). The Group’s dividend policy is to

pay a dividend to shareholders of between 75% and 85% of the Retail Group’s adjusted net profit.

All dividends paid were fully imputed.

On 24 September 2019 the Board declared a final fully imputed ordinary dividend of 8.0 cents per share to be paid on 5 December 2019 to all shareholders

on the Group's share register at the close of business on 22 November 2019.

The above amounts represent the balance of the Group’s imputation credit account at balance date adjusted for imputation credits that will arise from the

payment of the amount of the provision for income taxation. Imputation is a mechanism that a company uses to pass on credits for tax it has paid on its

profits, to its shareholders when it pays dividends. These imputation credits offset the amount of taxation that the New Zealand resident shareholders would

otherwise be liable to pay on those dividends, so they do not have to pay "double tax".

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
52

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2019

8.0 WORKING CAPITAL

8.1 Inventory

2019 2018

$000$000

Finished goods478,234 494,028

Inventory adjustments(23,968)(28,981)

Retail stock454,266 465,047

Goods in transit from overseas63,492 58,793

Inventory517,758 523,840

8.2 Trade and other receivables

NOTE2019 2018

$000$000

Trade receivables42,335 45,677

Prepayments13,479 14,110

Property disposal proceeds5.011,050 -

Rebate accruals and other debtors23,806 19,971

Trade and other receivables90,670 79,758

8.3 Trade and other payables

2019 2018

$000$000

Local trade creditors and accruals211,132 211,171

Foreign currency trade creditors76,869 -

Goods in transit creditors20,508 24,545

Capital expenditure creditors2,641 1,864

Goods and services tax14,345 13,457

Reward schemes, lay-bys, Christmas club deposits and gift vouchers17,393 16,004

Interest accruals736 968

Payroll accruals8,951 11,019

Trade and other payables352,575 279,028

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

incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the

ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the year are recognised as an expense and

included in cost of goods sold in the Income Statement.

Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from

suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised

based on the value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected

collectability of trade and other receivables is reviewed on an ongoing basis.

Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are

normally unsecured and are usually settled within 60 to 120 days of recognition. Due to the short term nature of these payables, their carrying value is

assumed to approximate their fair value.

Significant judgements and estimates

Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future selling

prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to shoplifting,

employee theft, paperwork errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends and product

information from buyers as part of the process to determine the appropriate value of these provisions.

Goods in transit from overseas

Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents (which

usually include a ‘bill of lading’) are received, and terms, as set out in a supplier's letter of credit or in the supplier's terms of trade, are met.

The Group changed the terms for payments to overseas suppliers in November 2018. The Group had previously paid for the purchase of inventory from

overseas suppliers upon the receipt of valid shipping documentation which was prior to the inventory being received in New Zealand. These payment

terms have now been extended which means the inventory from overseas suppliers is paid after the goods are received by the Group and results in the

recognition of foreign currency trade creditors.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

53

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2019

9.0 NON CURRENT ASSETS

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is

probable that an outflow of economic benefits will be required to settle the obligation.

Employee entitlements

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of

the reporting date are recognised in provisions in respect of employees' services up to the reporting date and are measured at the amounts expected

to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates

paid or payable.

(ii) Performance based compensation

The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an

employee based on achieving an agreed level of individual and company performance.

(iii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments

to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,

experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on New

Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.

Make good provision

The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present

value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred

which mitigate the final liability prior to the lease expiry.

Sales return

The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision

represents the estimated sales return obligation at balance date based on historical sale return rates.

Significant judgements and estimates

The calculation of the Group’s annual employee incentive liability requires the Group to use judgement to collectively estimate the outcome of individual

employee performance appraisals and company performance against specified performance hurdles linked to the Group’s incentive schemes prior to the

completion of individual employee entitlement calculations.

Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and

equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been incurred in

bringing the assets to the location and condition necessary for their intended use.

Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life. The estimated

useful life of property, plant and equipment are as follows:

• Freehold land indefinite • Freehold buildings 50 - 100 years

• Plant and equipment 3 - 12 years • Work in progress not depreciated

The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down immediately to

its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is impaired, reference is

made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of an asset may be impaired.

Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the Income

Statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

8.4 Provisions

CURRENTNON-CURRENTTOTAL

2019 2018 2019 2018 2019 2018

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

Employee entitlements54,204 62,427 14,490 13,636 68,694 76,063

Make good provision942 1,017 6,780 6,916 7,722 7,933

Sales return provision5,625 3,724 - - 5,625 3,724

Onerous lease- 254 - - - 254

Total provisions60,771 67,422 21,270 20,552 82,041 87,974

9.1 Property, plant and equipment

LAND AND BUILDINGSPLANT AND EQUIPMENTWORK IN PROGRESSTOTAL

NOTE2019 2018 2019 2018 2019 2018 2019 2018

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

Cost91,018 87,833 638,828 603,888 16,638 20,019 746,484 711,740

Accumulated depreciation(11,840)(10,650)(496,040)(447,871)- - (507,880)(458,521)

Opening carrying amount79,178 77,183 142,788 156,017 16,638 20,019 238,604 253,219

Additions2.23,594 15,003 38,018 39,563 (6,936)(3,381)34,676 51,185

Disposals(1,112)(11,818)(636)(1,614)- - (1,748)(13,432)

Depreciation2.2(1,248)(1,190)(49,123)(51,178)- - (50,371)(52,368)

Closing carrying amount80,412 79,178 131,047 142,788 9,702 16,638 221,161 238,604

Cost93,498 91,018 651,544 638,828 9,702 16,638 754,744 746,484

Accumulated depreciation(13,086)(11,840)(520,497)(496,040)- - (533,583)(507,880)

Closing carrying amount80,412 79,178 131,047 142,788 9,702 16,638 221,161 238,604

Less: Assets held for sale- - - (12)- - - (12)

Property, plant and equipment80,412 79,178 131,047 142,776 9,702 16,638 221,161 238,592

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
54

Notes to the Financial Statements - Operating Assets and Liabilities

For the 52 week period ended 28 July 2019

9.2 Intangible assets

GOODWILLBRAND NAMESCOMPUTER SOFTWARETOTAL

NOTE2019 2018 2019 2018 2019 2018 2019 2018

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

Cost94,380 117,094 23,523 23,523 126,689 133,178 244,592 273,795

Impairment and accumulated amortisation(36,924)(34,016)- - (92,300)(105,033)(129,224)(139,049)

Opening carrying amount57,456 83,078 23,523 23,523 34,389 28,145 115,368 134,746

Additions2.2 - - - - 27,427 20,805 27,427 20,805

Disposals- - - - (1,563)(7,299)(1,563)(7,299)

Impairment- (25,622)(5,478)- - - (5,478)(25,622)

Amortisation2.2 - - - - (10,242)(7,262)(10,242)(7,262)

Closing carrying amount57,456 57,456 18,045 23,523 50,011 34,389 125,512 115,368

Cost94,380 94,380 23,523 23,523 149,035 126,689 266,938 244,592

Impairment and accumulated amortisation (36,924)(36,924)(5,478)- (99,024)(92,300)(141,426)(129,224)

Closing carrying amount57,456 57,456 18,045 23,523 50,011 34,389 125,512 115,368

Less: Assets held for sale15.2- - - - - (37)- (37)

Intangible assets57,456 57,456 18,045 23,523 50,011 34,352 125,512 115,331

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets,

liabilities and contingent liabilities acquired.

Brand names

Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite

useful lives as the Group have rights to use these names in perpetuity.

Impairment of goodwill and brand names

Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the

carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its

recoverable amount.

Computer software

All costs directly incurred in the purchase or development of computer software or subsequent upgrades and enhancements, which can be reliably

measured and are not integral to a related asset, are capitalised as intangible assets. Computer software is amortised on a straight line basis over a

period of between two to fifteen years. Costs incurred on computer software maintenance are expensed to the income statement as they are incurred.

Prior year Torpedo7 Goodwill write-off

In the prior year the goodwill attributed to the Torpedo7 Group ($25.622 million) was fully written off.

Significant judgements and estimates - impairment testing

Impairment testing requires both judgement and estimates to assess the recoverable amount of the assets compared to the carrying values. Estimates of

future cash flows are subjective and can be significantly impacted by business changes and economic conditions. The recoverable amounts are calculated

using the ‘fair value less costs to sell’ method. This discounted cash flow valuation method requires the use of estimates and projections regarding future

operating performance. The Group considers a wide range of factors including the Group’s financial budgets, strategic plans, external benchmarks and

historical performance to formulate the future cash flow projections. The Group also engages external advisors to determine appropriate discount rates and

long term growth rates, integral to the valuations. In a departure from prior years the results of these valuations have been further refined and scaled back to

align with the average values assessed by a selection of the Group’s external equity research analysts.

The Group's goodwill and brand assets are allocated to cash generating units and form the basis for impairment testing. Cash generating units represent

the lowest level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of goodwill and

brand assets (excluding the Torpedo7 brands) and the allocation to cash generating units along with the key assumptions used in the impairment tests to

extrapolate cash flows beyond the 5 year projection period are set out in the table below.

The annual impairment testing for the Noel Leeming and The Warehouse cash generating units did not indicate the carrying amounts of the attributed

goodwill and brand assets were impaired.

1-day brand Impairment

Impairment testing performed for the Torpedo7 cash generating unit at balance date indicated a potential asset impairment and caused the Group to

assess the carrying values of the segment’s two brand assets. The recoverable amount of each brand was determined using a relief from royalty valuation

methodology using royalty rates derived from comparable market data. The brand valuation for the “Torpedo7” brand exceeded the carrying value ($2.545

million), however the valuation of the segment’s other “1-day” brand was significantly less than the carrying value ($5.478 million) and as a consequence the

Group fully impaired this asset.

Impairment testing

NOEL LEEMINGTHE WAREHOUSE

201920182019 2018

$000$000$000$000

Goodwill31,776 31,776 25,680 25,680

Brand names15,500 15,500 - -

Closing carrying amount47,276 47,276 25,680 25,680

Key assumptions

Terminal year EBIT margin (%)5.1 3.1 7.1 4.8

Terminal year growth rate (%)1.5 1.7 1.5 1.7

Post-tax discount rate (%)9.3 10.9 8.5 9.1

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

55

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 28 July 2019

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any

difference between the net proceeds and the redemption amount is recognised in the income statement over the period of the borrowings using the

effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability

for at least 12 months after the balance date.

Cash on hand and at bank

Cash on hand and at bank includes EFTPOS (electronic funds transfer point of sale) transactions which have not been cleared by the bank. The Group’s

balance date is always a Sunday which means the three previous day's store sales, which have been paid by EFTPOS, remain uncleared at balance date.

Fixed rate senior bond

The Group issued a 5 year fixed rate senior bond on the New Zealand Stock Exchange in June 2015 with interest payable every six months (15 June and 15

December) based on a 5.30% coupon. The bond is classified as a current liability as it matures in June 2020 which is less than 12 months following balance

date. The Group has not yet decided if it will replace the bond when it matures as a number of working capital initiatives were implemented during the year

which have reduced the Group’s debt requirements. The lower debt levels will be factored into the Group’s deliberations over the next few months as it

considers its long term funding options before deciding the amount, if any, of a replacement bond issuance.

Based on the last quoted closing price of $1.02712 (2018: $1.03369) traded on the New Zealand Stock E xchange and a market yield of 2.90% (2018: 3.79%)

the fair value of the Group’s fixed rate senior bonds at balance date was $128.390 million (2018: $129.211 million). For accounting purposes (NZ IFRS 13) this is

deemed a level 1 fair value measurement as it is derived from a quoted price, in an active market.

In addition to the $180.000 million (2018: $210.000 million) of committed bank debt facilities the Group has seasonal credit facilities (three months) of

$50.000 million (2018: $50.000 million) to accommodate the increased funding demands during the Group’s peak funding period.

10.0 BORROWINGS

10.1 Net debt

2019 2018

$000$000

Cash on hand and at bank49,297 26,455

Bank borrowings at call - interest rate: 2.88%- 43,715

Lease liabilities50 125

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

Fair value adjustment relating to senior bond interest rate hedge 799 -

Unamortised capitalised costs on senior bond issuance(384)-

Current borrowings125,465 43,840

Bank borrowings - interest rate: 2.74%- 20,000

Lease liabilities- 51

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

Fair value adjustment relating to senior bond interest rate hedge - 723

Unamortised capitalised costs on senior bond issuance- (820)

Non current borrowings- 144,954

Total borrowings125,465 188,794

Net debt76,168 162,339

10.2 Net interest expense

NOTE2019 2018

$000$000

Interest on deposits and use of money interest received(436)(1,494)

Interest on bank borrowings2,254 3,968

Interest on finance leases9 30

Interest on fixed rate senior bond7,043 7,043

Net interest expense8,870 9,547

Less interest attributable to discontinued operations15.1 9 (382)

Net interest expense from continuing operations8,879 9,165

10.3 Bank facilities

2019 2018

$000$000

Bank debt facilities180,000 210,000

Bank facilities used- (63,715)

Unused bank debt facilities180,000 146,285

Letters of credit facilities28,000 28,000

Letters of credit(2,467)(5,516)

Unused letter of credit facilities25,533 22,484

Total unused bank facilities205,533 168,769

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
56

Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 28 July 2019

11.0 EQUITY

11.1 Capital management

Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the

Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders and to optimise the Group’s cost of capital. The

Group regularly reviews its capital structure and may make adjustments by means including changes to the Group’s dividend pay-out ratio, issue of new

shares, debt issuance, sale of assets or a combination of these. The Group's current dividend policy is based on distributing between 75% to 85% of the

adjusted net profit back to shareholders (refer note 7.0).

The Group monitors gearing which is a measure of a company’s financial leverage and shows the extent to which its operations are funded by lenders

(debt) versus shareholders (equity) and is comfortable to maintain gearing levels (except for the Group’s first quarter peak funding period) at levels of

between 20% to 40%. Current gearing levels are tracking below this band as the Group builds capacity in advance of expected future investment in planned

transformation projects.

The introduction of the new NZ IFRS 16 lease accounting standard (refer note 20.0), which is effective for the Group from the 2020 financial year will

significantly increase book gearing as operating lease liabilities will be recorded on the balance sheet. This new standard is non-cash in nature and for

internal purposes and for testing debt covenant compliance with our external funding providers, these new lease liabilities and the associated interest

expense will be excluded from our internal gearing and debt covenant calculations.

Externally imposed capital requirements

The trust deeds provide a guarantee that the parent and its guaranteeing Group companies will comply with certain quarterly debt ratios and restrictive

covenants. The underlying basis for the calculation of these ratios remains unchanged when the new NZ IFRS 16 lease accounting standard is adopted next

year with the impact of this new accounting standard carved out of the ratio calculations. The two principal covenants, which are the same for both trust

deeds are:

The Group was in compliance with the negative pledge covenants throughout the current and previous financial year. For the purposes of calculating debt

covenant ratios an adjustment is made to exclude the discontinued financial services operations.

Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus on a

winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting rights attached

to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit of the Group.

DEBT COVENANT RATIOS AT BALANCE DATEQUARTERLY COVENANT REQUIREMENT2019 2018

Retail Group book gearing ratio (percentage)

will not exceed 60% in the first quarter ending October or exceed

50% in each of the remaining three quarters of the year

13.7 25.6

Retail Group book interest cover (times cover)will not be less than 2 times operating profit12.7 9.8

CONTRIBUTED EQUITYORDINARY SHARES

11.2 Contributed equity

2019 2018 2019 2018

$000$000000s000s

Share capital365,517 365,517 346,843 346,843

Treasury shares(5,456)(6,060)(1,557)(1,793)

Contributed equity360,061 359,457 345,286 345,050

Treasury shares

TREASURY SHARESORDINARY SHARES

NOTE2019 2018 2019 2018

$000$000000s000s

Opening balance6,060 7,471 1,793 2,346

Ordinary shares issued to settle share rights plan obligations14.0 (604)(1,411)(236)(553)

Closing balance5,456 6,060 1,557 1,793

Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the

proceeds of the share issue.

Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs

is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration

received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

57

NOTES TO THE FINANCIAL STATEMENTS

Minority interest reserve

A minority interest is an ownership position in a Group subsidiary where the shareholder owns less than 50% of outstanding shares and has no control

over decisions. Minority interests are measured based on the minority shareholders proportionate share of the net asset value of the subsidiary and

also includes the accumulated value of unvested shares rights in the minority subsidiary which have been granted and recognised as an employee

share based payment expense. (Note 14.0 provides further details regarding the plan).

The fair value of share rights granted in a subsidiary are measured at grant date and recognised as an employee share based payment expense over

the vesting period with a corresponding increase in the minority interest reserve. Upon vesting of these share rights, the balance of the minority

interest reserve relating to the share rights is offset against the proportionate share of the net asset value of the subsidiary acquired by the minority

shareholder, with any difference in the value attributed to settling the commitment transferred to retained earnings.

Notes to the Financial Statements - Financing and Capital Structure

For the 52 week period ended 28 July 2019

Cash flow hedge reserve

This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The cumulative

deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or depending on the

nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated statement of changes in equity

and accounting policies detailed in note 12.2).

De-designated derivative reserve

The de-designated derivative reserve is used to record the after tax mark to market losses realised from realigning the Group’s interest rate hedge portfolio

in prior years which resulted in a number of interest rate swaps being monetised. The cost to close the interest rate swaps is recognised in the income

statement over the effective period of the original interest rate swaps. (Refer to the consolidated statement of changes in equity and accounting policies

detailed in note 12.2).

At balance date the Group's minority interest represents a 50.0% (2018: 50.0%) minority shareholding held in Waikato Valley Chocolates and a 5.3%

(2018: nil) shareholding and associated share rights in The Warehouse Group Investments (Digital Retail venture).

Foreign currency translation

Exchange differences arising on translation of the Group's subsidiary in India are recognised in other comprehensive income and accumulated in a

separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.

Share based payments reserve

Share rights were granted to employees in accordance with the Group’s discontinued executive share rights plan. The fair value of share rights granted

under the plan were measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in

equity. The fair value at grant date of the share rights were independently determined using a valuation model that made allowance for the terms and

conditions upon which they were granted. (Note 14.0 provides further details regarding the plan).

This reserve was used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income

statement. Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury stock allotted to

settle the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer to the consolidated statement

of changes in equity).

11.3 Reserves

2019 2018

$000$000

Cash flow hedge reserve(1,067)11,292

De-designated derivative reserve(163)(581)

Hedge reserves(1,230)10,711

Foreign currency translation reserve14 (5)

Share based payments reserve- 766

Total reserves(1,216)11,472

11.4 Minority interest

2019 2018

$000$000

Opening balance879 867

Net profit attributable to minority interest133 242

Share rights charged to the income statement357 -

Share rights vested(471)-

Dividends paid to minority shareholders(179)(230)

Closing balance719 879

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
58

Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 28 July 2019

12.0 FINANCIAL RISK MANAGEMENT

12.1 Financial risk factors

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

Group’s overall risk management programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s

financial performance.

The Group enters into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the interest rate and

currency fluctuation risks arising from the Group’s sources of finance and foreign currency purchases.

Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury

identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk

management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial

instruments and investing excess cash.

Significant judgements and estimates

The Group’s derivatives are not traded in an active market which means quoted prices are not available to determine the fair value. To determine the

fair value the Group uses valuation techniques which rely on observable market data. The fair value of forward exchange contracts are determined using

the forward exchange market rates at the balance date and interest rate swaps are calculated as the present value of estimated future cash flows based

on the applicable market interest yield rates at balance date. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value

measurements as they are not derived from a quoted price in an active market but rather, a valuation technique that relies on other observable market data.

12.2 Derivative financial instruments

CURRENCY CONTRACTSINTEREST RATE SWAPSTOTAL

2019 2018 2019 2018 2019 2018

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

Current assets7,071 19,030 877 - 7,948 19,030

Non-current assets- - - 764 - 764

Current liabilities(939)- - - (939)-

Non-current liabilities- - (7,055)(3,394)(7,055)(3,394)

Total derivative financial instruments6,132 19,030 (6,178)(2,630)(46)16,400

Classified as:

Cash flow hedges5,518 19,030 (7,055)(3,394)(1,537)15,636

Fair value hedges614 - 877 764 1,491 764

Total derivative financial instruments6,132 19,030 (6,178)(2,630)(46)16,400

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

The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of

the item being hedged. For the purposes of hedge accounting, hedges are classified as:

• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or

• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.

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

management objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also

documented, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes

in fair values or cash flows of hedged items.

Cash flow hedge

The Group applies cash flow hedge accounting for hedging variable interest on borrowings and managing the currency risk associated with purchasing

inventory in foreign currencies. 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 income

statement.

Amounts accumulated in equity are recycled in the Income Statement in the periods when the hedged item will affect profit or loss (for instance when

the forecast interest payment that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-

financial asset (for example, inventory), the gains and losses previously deferred in equity are transferred from equity and included in the measurement

of the initial cost or carrying amount of the asset or liability.

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

loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement.

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

income statement.

Fair value hedge

The Group applies fair value hedge accounting for hedging fixed interest on borrowings and managing the currency risk associated with foreign

currency trade creditors. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income

statement, together with any changes in the fair value of the hedged asset or liability that are attributed to the hedged risk. If the hedge no longer

meets the criteria for hedge accounting, or the hedge is not fully effective, then the hedge or portion of the hedge which is not effective is recognised

immediately in the income statement as either an interest expense or foreign exchange gain or loss based on the nature of the hedged risk.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for

hedge accounting are recognised immediately in the income statement.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

59

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 28 July 2019

12.3 Liquidity risk

Liquidity risk arises from financial liabilities of the Group and the Group’s subsequent ability to meet the obligation to repay these financial liabilities as and

when they arise.

The Group’s liquidity position fluctuates throughout the year. The months leading up to Christmas typically have the greatest demand for cash flows due to

the build up of inventory, conversely the Group’s liquidity position is at its strongest immediately after the Christmas trading period. The Group’s maximum

permitted gearing covenants increase during this period from 50% to 60% (refer note 11.1) to accommodate for the effect of seasonal funding.

The Group improved its working capital position during the year by increasing the payment terms of overseas creditors which resulted in a significant

reduction in debt offset by a corresponding increase in overseas trade creditors. The Group is currently reviewing its funding requirements and mix ahead of

the maturity of the fixed rate senior bond in June 2020 but has not yet determined its preferred funding solution. To ensure the Group has funding flexibility

ahead of the bond maturity the Group is maintaining additional bank facility headroom (refer note 10.0).

12.4 Credit risk

Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the carrying

amount of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and transactions with

financial institutions.

The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by directors and in accordance

with specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit rating of at least

A (2018: A).

The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable

balances are monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk exist when changes

in economic, industry or geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in relation to the

Group’s total credit exposure. As the Group transacts with a diversity of counterparties it does not have any significant exposure to any individual customers,

industry or economic sector.

The table below analyses the Group’s financial liabilities and derivatives into relevant maturity bands, based on the remaining period from balance date to

the contractual maturity date. The cash flow amounts disclosed in the table represent undiscounted cash flows liable for payment by the Group. The forward

currency contracts “outflow” amounts disclosed in the table represent the gross amount payable by the Group for the purchase of foreign currency, whereas

the “inflow” amounts represent the corresponding receipt of foreign currency arising from settlement of the contracts, converted using the spot rate at

balance date.

Contractual maturity analysis

0 - 1 YEARS1 - 3 YEARS> 3 YEARSTOTAL

2019 2018 2019 2018 2019 2018 2019 2018

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

Trade and other payables(352,575)(282,601)- - - - (352,575)(282,601)

Bank borrowings- (63,715)- - - - - (63,715)

Finance lease liabilities(50)(135)- (175)- (4)(50)(314)

Fixed rate senior bond(130,774)(5,808)- (138,250)- - (130,774)(144,058)

Financial liabilities(483,399)(352,259)- (138,425)- (4)(483,399)(490,688)

Forward currency contracts

- outflow(373,386)(369,225)- - - - (373,386)(369,225)

- inflow380,582 388,622 - - - - 380,582 388,622

Interest rate swaps382 (208)(5,831)(2,153)(1,004)(500)(6,453)(2,861)

Net derivatives7,578 19,189 (5,831)(2,153)(1,004)(500)743 16,536

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
60

Notes to the Financial Statements - Financial Risk Management

For the 52 week period ended 28 July 2019

12.5 Market risk

Foreign exchange risk

The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and

to manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly

probable forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a board approved treasury

policy to manage this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:

• to hedge 40% to 100% of forecast US dollar commitments expected in the next 0 to 6 months

• to hedge 0% to 85% of forecast US dollar commitments expected in the next 7 to 12 months

• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place

• where foreign currency hedging extends beyond a 12 month time horizon, this requires specific approval

The Group did not hold any foreign exchange derivatives with a maturity exceeding 1 year at either the current or last year's balance date. The spot rate used

to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6631 (2018: $0.6795).

The following sensitivity table, based on foreign currency contracts in existence at balance date, shows the positive/(negative) effect of reasonably possible

exchange rate movements on after tax profit and equity, with all other variables held constant.

There is no profit and loss sensitivity, as the forward currency contracts have been designated as cash flow hedges and based on historical performance it

has been assumed they will be 100% hedge effective.

Interest rate risk

The Group’s exposure to market interest rates primarily relates to the Retail Group’s core borrowings estimated to be $150 million (2018: $200 million) for

treasury management purposes. The Group’s treasury policy is to manage its finance costs using a mix of fixed and floating rate debt. The Group’s treasury

policy is to maintain between 50% to 90% of core borrowings at fixed rates. At balance date 77% (2018: 65%) of the Group’s core borrowings were at fixed

interest rates. The Group uses fixed rate debt and interest rate swaps to manage the fixed interest rate pricing and profile.

The following sensitivity table, based on interest rate risk exposures in existence at balance date shows the effect of reasonably possible interest rate

movements on after tax profit and equity, with all other variables held constant.

Currency position at balance date

CARRYING

VALUE

NOTIONAL AMOUNT (NZD)

AVERAGE

EXCHANGE RATE

0 TO 12 MONTH

HEDGE LEVEL

2019 2018 2019 2018 2019 2018 2019 2018

$000$000$000$000CENTSCENTSPERCENTAGEPERCENTAGE

Forward exchange contracts

Buy US dollars/Sell New Zealand dollars6,132 19,030 373,386 369,225 0.6759 0.7153 64.8 65.4

Interest rate sensitivity table

+ 100 BASIS POINTS- 100 BASIS POINTS

NOTEAMOUNTPROFIT EQUITY PROFIT EQUITY

$000$000$000$000$000

At 28 July 2019

Cash on hand and at bank10.1 49,297 355 355 (355)(355)

Fixed rate senior bond10.1 (125,415)371 371 (541)(541)

Derivative financial instruments

Interest rate swaps - cash flow hedges12.2 (7,055)108 2,012 (108)(2,106)

Interest rate swaps - fair value hedges12.2 877 (371)(371)541 541

Total increase/(decrease)463 2,367 (463)(2,461)

At 29 July 2018

Finance business receivables15.2 7,381 53 53 (53)(53)

Cash on hand and at bank10.1 (37,260)(268)(268)268 268

Fixed rate senior bond10.1 (124,903)358 358 (432)(432)

Derivative financial instruments

Interest rate swaps - cash flow hedges12.2 (3,394)108 2,012 (108)(2,066)

Interest rate swaps - fair value hedges12.2 764 (358)(358)432 432

Total increase/(decrease)(107)1,797 107 (1,851)

Foreign currency sensitivity table

+ 10 PERCENT- 10 PERCENT

NOTEAMOUNTPROFIT EQUITY PROFIT EQUITY

$000$000$000$000$000

At 28 July 2019

Foreign currency trade creditors8.3 (76,869)5,031 5,031 (6,150)(6,150)

Derivative financial instruments

Forward currency contracts - cash flow hedges12.1 5,518 - (19,657)- 24,031

Forward currency contracts - fair value hedges12.1 614 (5,013)(5,013)6,128 6,128

Total increase/(decrease)18 (19,639)(22)24,009

At 29 July 2018

Derivative financial instruments

Forward currency contracts - cash flow hedges12.1 19,030 - (25,196)- 30,796

Total increase/(decrease)- (25,196)- 30,796

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

61

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 28 July 2019

Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial

Markets Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2018: 8) direct reports.

Compensation made to Directors and other members of key management of the Group is set out in the two tables below:

Executive share rights plan

The Groups legacy share based executive incentive plan ceased in October 2015 when the last two tranches of share rights were granted. The plan was

subsequently replaced by a three year cash based incentive plan in November 2016. In this revised plan employee value creation was linked to company

performance rather than share price performance. The legacy share right plan concluded in October 2018 when the last tranche of award shares (236,000

shares) vested and the last tranche of performance shares (392,000 shares) were forfeited as the total shareholder return performance target of $0.78 per

share over the 3 year vesting period was not met.

Award shares provided participants with a conditional right to be allocated and transferred ordinary shares upon achieving certain company and individual

performance targets. Performance shares provided participants with a conditional right to be transferred ordinary shares at the end of the vesting period if

the Group achieved a specified total shareholder return on the vesting date. The award shares which vested and the performance share which were forfeited

in October 2018 were valued at $2.16 and $0.81, respectively at the time they were granted.

Digital Retail share rights plan

Share rights were provided as a performance incentive to key executives in the Group’s Digital Retail start-up venture, The Warehouse Group Investments Limited

(TWGI). As part of the share plan participants were collectively transferred 53,333 TWGI shares in June 2019 (Tranche 1), and are entitled to receive the same

number of shares in March 2020 (Tranche 2) and March 2021 (Tranche 3), subject to certain conditions, which include continued employment. The share rights were

independently valued at $5.00 per share when they were granted in June 2019 and if the entitlements are fully vested would provide the participants with up to a

16% minority shareholding in TWGI.

Under the plan the Group also granted participants put options over a proportion of their Tranche 2 and Tranche 3 TWGI shares, exercisable within 4 weeks of the

share transfer to fund the participants tax obligations arising under the plan; and a further put option over the participants entire TWGI shareholding, exercisable

during the 3 years following March 2021 or within 3 months of certain ‘good leaver’ events, such as death or incapacity. If the put option is exercised, the Group is

required to purchase the TWGI shares at a price based on the fair value of the shares at that time, in consideration for providing the participant with ordinary shares

in the Group of equivalent value (using the volume weighted average market price of the Group’s shares).

In 2019 John Journee received an additional fee of $16,500 as a director of the Group’s Digital Retail subsidiary. In the prior year K R Smith and J H Ogden

both received $8,000 as additional fees as directors of the Group’s discontinued Financial Services subsidiaries.

Directors’ Fees

2019 2018

$000$000

J Withers (Chair)166 166

K R Smith (Deputy Chair)115 115

A J Balfour85 85

W K Easton (appointed October 2018)65 -

J W M Journee86 86

J H Ogden (retired November 2017)- 39

J M Raue107 86

V C M Stoddart (retired November 2017)- 38

Sir Stephen Tindall85 85

Total709 700

Key management

2019 2018

$000$000

Base salary7,433 6,101

Annual performance based compensation2,492 2,944

Three year performance based cash settled compensation2,195 1,389

Equity settled share-based compensation (refer note: 14.0)162 140

Termination benefits- 666

Total12,282 11,240

13.0 KEY MANAGEMENT

14.0 SHARE-BASED LONG TERM INCENTIVE PLANS (LTIP)

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
62

Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 28 July 2019

15.0 DISCONTINUED OPERATIONS

The Group sold its Financial Services business (excluding Diners Club (NZ)) in September 2017 for a consideration of $17.291 million which was equivalent to

the carrying value of the business assets at the time of sale. The sale was subject to a 9 month claw back provision to recover bad debts which exceeded the

level of impairment provisions included in the carrying value of the finance receivables which were sold. A claim for recovery was made and settled for $1.421

million in August 2018.

The Diners Club (NZ) business was subsequently split between the merchant acquisition business and the card issuance business. A buyer was found for the

card issuing business and the finance receivables were sold in April 2019 for $1.850 million realising a gain of $0.398 million. The sale is subject to a warranty

claim period which expires in October 2019 and in line with industry practice the value of any claim is capped at the value of the consideration received.

The remaining Diners Club (NZ) merchant acquisition business is part of a network participation agreement (NPA) with Diners Club International. The NPA

expired in December 2018 but as part of the transitional obligations contained in the NPA the Group is required to continue to provide franchise services for

a further year through to December 2019.

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

A discontinued operation is a component of the Group that represents a separate major line of business that is part of a disposal plan. The results of

discontinued operations are presented separately as a single amount in the Income Statement.

A group of assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than continuing

use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for deferred

tax assets, assets arising from employee benefits and financial assets which are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write down of the asset to fair value less costs to sell. A gain is recognised for any

subsequent increase in fair value less cost to sell of an asset, but not more than any cumulative impairment loss previously recognised. Non-current

assets are not depreciated or amortised while they are classified as held for sale.

15.1 Financial Services Group results and cash flows

NOTE2019 2018

$000$000

Finance business revenue1,262 4,729

Expenses(4,383)(8,188)

Gain/(Loss) on business disposal398 (1,421)

Loss before interest and tax(2,723)(4,880)

Interest expense10.29 (382)

Loss before tax(2,714)(5,262)

Income tax credit4.1786 876

Loss from discontinued operations(1,928)(4,386)

Cash flows from discontinued operations

Net cash flows from operating activities2,461 5,069

Net cash flows from investing activities429 16,957

Net cash flows from financing activities(3,327)(28,753)

15.2 Financial Services Group assets classified as held for sale

2019 2018

$000$000

Finance business receivables- 7,381

Property, plant and equipment- 12

Computer software- 37

Other assets- 130

Total assets classified as held for sale- 7,560

Other liabilities directly associated with assets held for sale- (3,886)

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

63

NOTES TO THE FINANCIAL STATEMENTS

Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 28 July 2019

16.0 COMMITMENTS

18.0 RELATED PARTIES

17.0 CONTINGENT LIABILITIES

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

Operating leases

The Group's non-cancellable operating leases mainly relate to building occupancy leases and typically expire within ten years. The leases have varying terms,

escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. Commitments for minimum lease payments in relation to non-

cancellable operating leases at balance date are as follows:

During the period the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed.

No amounts owed by related parties have been written off or forgiven during the period.

Shareholdings

(i) Sir Stephen Tindall (Director) has a beneficial shareholding of 93,687,096 shares (2018: 93,687,096 shares) which carry the normal entitlement

to dividends. Dividends of $14.054 million (2018: $14.990 million) were received on these shares during the year.

(ii) The Group's other Directors collectively had beneficial shareholdings of 198,964 shares (2018: 198,964 shares) at balance date which carry the normal

entitlement to dividends.

(iii) Share transactions undertaken by the Directors during the year and Directors non-beneficial shareholdings are required to be disclosed in respect

of section 148(2) of the Companies Act 1993. Details of these transactions can be found as part of the statutory disclosures in the annual report.

(iv) Key management (as detailed in note 13.0) collectively held 333,586 shares (2018: 263,166 shares) at balance date which carry the normal entitlement

to dividends.

Contingent liabilities connected to the sale of the Group's Financial Services businesses are detailed in note 15.0.

2019 2018

$000$000

Bank letters of credit issued to secure future purchasing requirements2,467 5,516

Less included as a goods in transit creditor(213)(575)

2,254 4,941

Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited456 643

Total contingent liabilities2,710 5,584

Future minimum rentals payable

2019 2018

$000$000

0-1 years127,142 121,473

1-2 years108,034 107,531

2-5 years240,375 249,550

5+ years185,957 234,207

Operating leases661,508 712,761

Capital commitments

2019 2018

$000$000

Within one year1,452 2,783

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
64

Notes to the Financial Statements - Other Disclosures

For the 52 week period ended 28 July 2019

The Group adopted two new accounting standards during the year, NZ IFRS 9 ‘Financial Instruments’ and NZ IFRS 15 ‘Revenue from Contracts with

Customers’. The adoption of these two new standards did not have a material impact on the Group’s financial statements and the Group elected to use the

modified retrospective approach to transition which means it was not required to restate comparative information.

NZ IFRS 9: Financial Instruments

NZ IFRS 9 'Financial Instruments' replaced the previous Financial Instruments standard (NZ IAS 39) with effect for the Group from the start of the current

financial year. The new standard addresses the classification, measurement and recognition of financial assets and liabilities, introduced new rules for hedge

accounting and a new impairment model for financial assets. The two areas which potentially impacted the Group concerned hedge accounting and the

impairment of

trade receivables.

Hedge accounting

The Group was not required to make any changes to the way it hedges foreign currency and interest rate risks following the adoption of NZ IFRS 9. The Group

was however required to make some minor changes to the way it internally documents hedge relationships when it enters a new derivative contract and was

able to simplify the method used to demonstrate the effectiveness of the hedge relationships. The Group’s hedge relationships continued to qualify as effective

hedges when NZ IFRS 9 was adopted and the Group has not experienced any profit impact from implementing the new accounting treatment for its hedge

relationships.

Trade receivables impairment provisions

The new standard changed the way impairment of Financial Assets (classified at amortised cost) are calculated from an ‘incurred credit loss’ model as previously

stipulated under NZ IAS 39 to an ‘expected credit loss’ model. Based on the Group’s assessment of historical provision rates and forward-looking analysis, there

was no material impact on the impairment provisions.

NZ IFRS 15: Revenue from Contracts with Customers

NZ IFRS 15, 'Revenue from contracts with customers' replaced the current revenue recognition guidance in NZ IAS 18 'Revenue' and NZ IAS 11 'Construction

Contracts’ and related interpretations with effect for the Group from the start of the current financial year. The new standard is based on the principle that

revenue is recognised when control of a good and service transfers to a customer.

The Group assessed the potential impact of NZ IFRS 15 which involved segregating the different revenue streams within the Group and analysing any impact

arising from the new accounting standard. The majority of the Group's revenue is made up of in store transactions where performance obligations are generally

satisfied at the point of sale, with less than 10% earned through online sales. Accounting for online sales was the only area identified as potentially having a profit

impact on the Group.

Accounting for online sales

The Group's online transactions provide customers with the option for direct delivery or collection of goods from the store. Under NZ IFRS 15, an assessment

must be made in these arrangements whether control has transferred to the customer, even though the customer does not have physical possession of

the goods. Another consideration for online sales is whether arranging the delivery of goods is a separate performance obligation that impacts the timing,

measurement and classification of revenue recognised. The Group has assessed the implications of these matters and concluded that there was a small deferral

in the timing of revenue recognition arising from the adoption of NZ IFRS 15 which resulted in an adjustment to opening retained earnings of $0.275 million.

Reclassifications

There were also two reclassifications which arose from the adoption of NZ IFRS 15, one related to the sales return provision in the balance sheet and the second

related to the treatment of warranty sales revenue in the income statement. Receivables and the sales return provision were both grossed up ($1.818 million)

to reflect supplier recoveries arising from predicted customer sales returns which had previously been netted against the sales return provision in prior years.

Revenue from the sale of third party warranties was reduced in the current year to record the net warranty commission due from the suppliers rather than the

full value of the sale. This change resulted in a reduction in both revenue and the cost of sales ($8.666 million) but did not change the reported gross profit.

NZ IFRS 16: Leases

NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17 and will be adopted by the Group next year commencing from 29 July 2019. The current

accounting model for leases requires a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 requires

the Group, as a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. There is an optional

exemption for short term leases and leases of low value assets which the Group has elected to apply.

The income statement is impacted by the recognition of interest and depreciation expenses and the removal of the current rental expense.

The Group has been evaluating and planning for the adoption and implementation of NZ IFRS16 which included setting up a new lease accounting system,

evaluating practical expedient and accounting policy elections, and assessing the overall financial statement impact. While the impact of NZIFR16 is non-cash in

nature and will not impact the Group’s cash flows it will have a material impact on the Group’s reported financial position.

The new standard provides a choice of transition methods. The Group has decided to use a simplified transition approach to adopt NZ IFRS 16. The problem with

using the ‘modified retrospective approach’ expedient is that it does not permit the Group to restate comparative amounts for the periods prior to adoption. The

Group’s estimate of the balance sheet impact at the date of transition of adopting NZ IFRS 16 based on the Group’s current operating leases is detailed below.

• Recognition of a right of use asset of approximately $829 million;

• Recognition of a deferred taxation asset of approximately $44 million;

• Recognition of a lease liability of approximately $986 million; and

• Decrease in opening retained earnings of approximately $113 million.

The impact on the income statement for next year based on the same leases is expected to decrease occupancy expenses (approximately $130 million), increase

amortisation expenses (approximately $91 million) and increase interest expenses (approximately $40 million). The overall impact on net profit attributable to

shareholders is expected to be less than $1 million. To calculate these estimates management was required to make various key judgements which included

determining:

• the incremental borrowing rate used to discount lease assets and liabilities; and

• the lease term including potential rights of renewals.

The estimated potential financial adjustments are expected to be different from next year’s actual result as the transition calculations are further refined, new

lease contracts are entered into by the Group, changes are made to existing lease contracts and management’s judgements regarding exercising rights of

renewals under lease arrangements change.

The lease liabilities calculated in accordance with NZ IFRS 16 at transition are higher than the disclosed lease commitments of $661.508 million (refer note 16.0)

calculated in accordance with NZ IAS 17 which are calculated using non-cancellable lease terms, undiscounted cash flows and do not allow for expected

lease renewals.

19.0 NEW ACCOUNTING STANDARDS ADOPTED IN THE YEAR

20.0 NEW ACCOUNTING STANDARDS - EFFECTIVE NEXT YEAR

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

65

We have audited the financial statements which comprise:

• the consolidated balance sheet as at 28 July 2019;

• the consolidated income statement for the 52 week period then ended;

• the consolidated statement of comprehensive income for the 52 week period then ended;

• the consolidated statement of changes in equity for the 52 week period then ended;

• the consolidated statement of cash flows for the 52 week period then ended; and

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

OUR OPINION

In our opinion, the accompanying financial statements of The Warehouse Group Limited (the Company), including its subsidiaries (the Group), present fairly,

in all material respects, the financial position of the Group as at 28 July 2019, its financial performance and its cash flows for the 52 week period then ended

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

(IFRS).

BASIS FOR OPINION

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

responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.

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

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1) issued

by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional

Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of treasury related market analysis and equity scheme commentary, agreed upon procedures at

the Annual Shareholders’ Meeting and tax compliance services. In addition, certain partners and employees of our firm may deal with the Group on normal terms

within the ordinary course of trading activities of the Group. These relationships have not impaired our independence as auditor of the Group. The provision of

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

OUR AUDIT APPROACH

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement.

Overall Group materiality: $5.1 million, which represents approximately 5% of profit before tax from continuing operations,

adjusted for the gain on property disposals, brand impairment and restructuring costs.

We chose this as the benchmark because, in our view, it is the benchmark against which the performance of the Group is

most commonly measured by users.

We have determined that there is one key audit matter:

• Valuation of inventory

Materiality

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

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall 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.

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Materiality

Audit scope

Key audit

matters

INDEPENDENT AUDITOR’S REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
66

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the 52 week

period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

KEY AUDIT MATTERHOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER

Valuation of inventory

As at balance date, the Group’s finished goods inventory amounted to

$478.2 million (2018: $494.0 million) exclusive of inventory provisions of

$24.0 million (2018: $29.0 million).

Inventory is measured at the lower cost or net realisable value.

The cost of finished goods is calculated using a weighted average

method and includes expenditure incurred to purchase the inventory and

transport it to its current location.

The inventory provision which represents a deduction from cost to

measure finished goods at the lower of cost and net realisable value is

determined based on various factors inculding historical data, current

trends and product information from buyers. Determining the appropriate

level of provisioning involves judgements including management’s

expectations of future sales levels and estimation of selling price

adjustments.

Provision for rebates from suppliers are also recorded against the cost of

finished goods and recognised in the consolidated income statement in

accordance with supplier agreement terms.

Because of the significance of the inventory balance and the judgements

involved in estimating the inventory provisions, we considered this as an

area of focus for the audit.

Note 8.1 of the financial statements describes the accounting policy on

inventory and the judgements and estimates applied by management in

determining the inventory provision.

Our audit procedures over inventory cost included:

• Testing the accuracy of the weighted average cost calculation, on a

sample basis, by reperforming the calculation.

• Validating the cost of inventory, on a sample basis, to supplier and

freight invoices.

Our procedures over inventory provisions included:


Observing management’s stocktake process at selected locations to

confirm that aged and clearance items were identified and accounted for.

• Holding discussions with management to understand and corroborate

the assumptions used to estimate inventory provisions.

• Testing on a sample basis,

• the net realisable value of finished goods by comparing the cost of

finished goods against the most recent retail price less cost to sell; and

• that finished goods are valued at lower of cost or net realisable value.

• Reviewing the inventory ageing schedules to check, on a sample basis,

whether provisions were recorded for aged stock in accordance with

Group policy.

• Obtaining an understanding of specific inventory provisions calculated

for certain inventory categories, such as discontinued and clearance

items, and considering whether the additional provisions were

appropriate based on review of aged stock and net realisable value.

• Testing on a sample basis, the accounting treatment of supplier rebates

relating to inventory by comparing the rebate recorded against the

supplier agreement and the inventory levels held at balance date.

• Comparing all inventory provisions for each finished goods category

as a percentage of the gross carrying amount versus the prior year

and obtaining and validating the rationale for material or unexpected

changes.

From the procedures performed, we have no matters to report.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

67

Independent Auditor’s Report

To the shareholders of The Warehouse Group Limited

Chartered Accountants, Auckland

24 September 2019

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT

The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information included in the annual

report and we do not express any form of assurance conclusion on the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a

material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS

and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease

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

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due

to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of these financial statements.

As part of an audit in accordance with ISAs (NZ), the auditor exercises professional judgement and maintains professional scepticism throughout the audit.

The auditor also:

• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit

procedures responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for the auditor’s opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not

for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by

management.

• Concludes on the appropriateness of the use of the going concern basis of accounting by the Directors and, based on the audit evidence obtained,

whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going

concern. If the auditor concludes that a material uncertainty exists, the auditor is required to draw attention in the auditor’s report to the related

disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. The auditor’s conclusions are based on the

audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause the Group to cease to continue as a

going concern.

• Evaluates the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements

represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an

opinion on the financial statements. The auditor is responsible for the direction, supervision and performance of the Group audit. The auditor remains

solely responsible for the audit opinion.

The auditor communicates with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings,

including any significant deficiencies in internal control that the auditor identifies during the audit.

The auditor also provides the Directors with a statement that the auditor has complied with relevant ethical requirements regarding independence, and to

communicate with them all relationships and other matters that may reasonably be thought to bear on the auditor’s independence, and where applicable,

related safeguards.

From the matters communicated with the Directors, the auditor determines those matters that were of most significance in the audit of the financial

statements of the current period and are therefore the key audit matters. The auditor describes these matters in the auditor’s report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the auditor determines that a matter should not be

communicated in the auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

WHO WE REPORT TO

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those matters which we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.

For and on behalf of:

INDEPENDENT AUDITOR’S REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
68

(52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS)

2019 2018 2017 2016 2015

$000$000$000$000$000

SUMMARY INCOME STATEMENTS

The Warehouse1,705,687 1,695,839 1,738,751 1,741,831 1,702,955

Warehouse Stationery 268,592 263,766 278,181 279,155 262,780

Noel Leeming924,648 880,453 810,705 752,137 665,628

Torpedo7172,474 163,402 157,726 148,660 131,231

Other group operations8,508 9,655 8,603 13,998 16,633

Inter-segment eliminations(8,552)(18,544)(13,195)(11,602)(8,806)

Retail sales3,071,357 2,994,571 2,980,771 2,924,179 2,770,421

The Warehouse85,075 71,440 84,531 89,376 79,600

Warehouse Stationery 16,669 10,590 15,743 14,288 12,723

Noel Leeming38,103 31,163 19,264 12,050 6,424

Torpedo7(7,027)(1,447)2,675 3,380 34

Digital Retail venture(5,996)(1,133)- - -

Other group operations(14,446)(19,171)(14,376)(7,929)(5,555)

Retail operating profit112,378 91,442 107,837 111,165 93,226

Equity earnings of associate-- - 723 2,802

Gain on business disposals11,761 218 11,455 5,533 5,533

Gain/(losses) from business acquisition- - 10,625 (977)

Restructuring costs(15,718)(8,731)(12,060)- -

Intangible asset impairment(5,478)(25,622)- - (12,491)

Earnings before interest and tax102,943 57,307 107,232 128,046 88,093

Net interest expense(8,879)(9,165)(12,527)(14,154)(15,123)

Profit before tax94,064 48,142 94,705 113,892 72,970

Income tax expense(26,621)(20,636)(23,691)(25,890)(21,148)

Profit after tax67,443 27,506 71,014 88,002 51,822

Discontinued operations (net of tax)(1,928)(4,386)(50,283)(5,526)(2,074)

Minority interests(133)(242)(302)(4,138)1,562

Profit attributable to shareholders65,382 22,878 20,429 78,338 51,310

ADJUSTED PROFIT RECONCILIATION

Unusual items (detailed above)9,435 34,135 605 (16,158)7,935

Income tax relating to unusual items(2,642)(2,384)(3,132)(2,163)(941)

Minority interests- - - 3,614 (1,170)

Discontinued operations (net of tax)1,928 4,386 50,283 5,526 2,074

Adjusted net profit 74,103 59,015 68,185 69,157 59,208

THE WAREHOUSE

Operating margin (%)5.0 4.2 4.9 5.1 4.7

Same store sales growth (%)1.5 (3.0)1.2 4.1 1.4

Number of stores93 93 92 92 92

Store footprint (square metres)501,537 505,645 501,807 499,547 497,702

WAREHOUSE STATIONERY

Operating margin (%)6.2 4.0 5.7 5.1 4.8

Same store sales growth (%)1.4 (6.0)(0.3)6.5 1.4

Number of stores70 70 69 66 65

Store footprint (square metres)70,550 71,491 73,216 71,927 70,445

NOEL LEEMING

Operating margin (%)4.1 3.5 2.4 1.6 1.0

Same store sales growth (%)2.8 5.7 6.4 14.2 1.0

Number of stores77 74 77 75 78

Store footprint (square metres)80,273 76,055 73,591 71,169 70,999

DIVIDEND DISTRIBUTIONS

Interim (cents per share)9.0 10.0 10.0 11.0 11.0

Final (cents per share)8.0 6.0 6.0 5.0 5.0

Ordinary dividends declared (cents per share)17.0 16.0 16.0 16.0 16.0

Basic earnings per share (cents)18.9 6.6 5.9 22.7 15.2

Basic adjusted earnings per share (cents)21.5 17.1 19.8 20.1 17.2

Annual 5 Year Summary

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

69

2019 2018 2017 2016 2015

$000$000$000$000$000

SUMMARY BALANCE SHEETS

Inventories517,758 523,840 487,274 501,713 510,461

Trade and other receivables90,670 79,758 75,632 150,624 86,361

Creditors and provisions(434,616)(367,002)(336,451)(347,073)(315,565)

Working capital173,812 236,596 226,455 305,264 281,257

Fixed assets271,172 272,944 273,300 312,396 386,709

Held for sale- 3,674 71,699 52,277 -

Investments- - - - 2,778

Funds employed444,984 513,214 571,454 669,937 670,744

Taxation (liabilities)/assets37,762 32,030 45,870 40,943 18,599

Contingent and deferred consideration- - - (1,000)(3,250)

Goodwill and brand names75,501 80,979 106,601 129,315 120,092

Derivative financial instruments(46)16,400 (19,265)(28,619)35,358

Capital employed558,201 642,623 704,660 810,576 841,543

Net debt76,168 162,339 218,271 299,980 299,573

Equity attributable to shareholders481,314 479,405 485,522 510,429 540,060

Minority interest719 879 867 167 1,910

Sources of funds558,201 642,623 704,660 810,576 841,543

SUMMARY CASH FLOW

Continuing operating profit112,378 91,442 107,837 111,165 93,226

Continuing depreciation and amortisation60,613 59,630 58,376 58,210 57,770

Continuing Operating EBITDA172,991 151,072 166,213 169,375 150,996

Change in trade working capital77,249 (5,853)21,661 35,198 (35,343)

Income tax paid(26,540)(14,082)(27,454)(28,037)(22,398)

Net interest paid(8,657)(9,307)(16,008)(16,495)(18,662)

Share based payment expense420 353 1,283 3,208 2,114

Supplier contributions- (2,694)- - -

Restructuring costs(15,718)(8,731)(12,397)- -

Discontinued EBITDA(3,121)(3,459)(6,686)(1,930)(929)

Loss on sale of plant and equipment1,369 615 1,476 1,141 691

Operating cash flow197,993 107,914 128,088 162,460 76,469

Capital expenditure(61,326)(70,229)(70,575)(75,180)(109,345)

Proceeds from divestments3,710 74,680 79,714 45,870 31,120

Dividend from associate---2,6955,565

Net dividends paid(52,264)(55,785)(52,466)(58,162)(59,640)

Employee share schemes- - (2,148)(2,528)(2,455)

Acquisition of subsidiaries and minorities--(1,000) (74,367)(20,043)

Other items(1,942) (648) 96 (1,195)(366)

Net cash flow86,171 55,932 81,709 (407)(78,695)

Opening debt(162,339)(218,271)(299,980)(299,573)(220,878)

Closing debt(76,168)(162,339)(218,271)(299,980)(299,573)

FINANCIAL RATIOS

Operating margin (%)3.7 3.1 3.6 3.8 3.4

Interest cover (times)12.7 10.0 8.6 7.9 6.3

Fixed charge cover (times)2.2 2.0 2.0 2.1 2.1

Net debt/EBITDA (times)0.5 1.1 1.4 1.8 2.0

Net debt/net debt plus equity (%)13.6 25.3 31.0 37.0 35.6

Return on funds employed (%)23.5 16.9 17.4 16.7 15.0

Capex/depreciation (times)1.0 1.2 1.1 1.2 2.0

ANNUAL 5 YEAR SUMMARY

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
70

At The Warehouse Group Limited (the Company) we are committed to high standards of corporate governance

and believe it is a critical component in creating sustainable long-term value for our shareholders, building strong

relationships with team members, improving the experience we offer our customers and contributing to our place

within the wider community.

This statement gives an overview of the policies and processes that are

in place throughout the Company that ensure best-practice standards of

corporate governance are followed.

We support the NZX Corporate Governance Code 2017 (the NZX Code),

which replaced the Best Practice Code from October 2017. This statement

follows the structure of the new Code and addresses its recommendations.

As at the date of the publication of this Annual Report, the Company

considers its governance practices are compliant with the NZX Code.

This governance statement was approved by the Board on 24 September

2019 and is current as at that date.

The Company’s constitution, the Board and committee charters, codes and

policies referred to in this statement are available to view at

www.thewarehousegroup.co.nz/investor-centre/corporate-governance

CODE OF ETHICAL BEHAVIOUR

“Directors should set a high standard of ethical behaviour, model this

behaviour, and hold management accountable for delivering these

standards being followed throughout the organisation.”

The Company is committed to fostering the highest standards of ethical

behaviour and good conduct. We believe this is at the heart of having a

reputation as a trusted and respected company that promotes honesty,

integrity and ethical conduct across the organisation in day-to-day

behaviour and decision-making.

Code of Ethics

The Code of Ethics sets out the standards of conduct expected of

everyone working at The Warehouse Group including Directors, our people,

contractors and other agents. The Code of Ethics provides a guide to the

conduct that is consistent with the Company’s values and behaviours,

business goals and legal obligations, and outlines internal reporting

procedures for any breaches. Sanctions for breaches may include serious

disciplinary action, removal from office and dismissal as well as other

remedies, all to the extent permitted by law and as appropriate given the

specific circumstances. An introduction to the Code of Ethics forms part of

the induction and training process of new employees. The Code is available

on the Corporate Governance section of the website.

Securities Trading Policy

The Company is committed to transparency and fairness in dealing with

all of its stakeholders and to ensuring adherence to all applicable laws and

regulations. The Securities Trading Policy governs trading in the Company’s

securities by Directors, employees and other associated persons. The policy

and timing of black-out periods is set out in the Securities Trading Policy

which is available on the Company’s intranet.

BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of independence,

skills, knowledge, experience and perspectives.”

Responsibilities of the Board

The central role of the Board is to set the strategic direction, to select and

appoint the Company's Group Chief Executive Officer (Group CEO) and

to oversee the Company’s management and business activities with the

primary objective to create and continue to build sustainable value for

shareholders.

The Board has adopted a Board Charter which sets out how the Board

will achieve its purpose. The Charter was last approved in March 2018

and is available in the Corporate Governance section of the website. The

Charter is reviewed as required and at least every two years. The Board’s

responsibilities contained in the Charter include:


• set strategic direction and appropriate operating frameworks;

• monitor Management’s performance within those frameworks;

• ensure there are adequate resources available to meet the

Company’s objectives;

• appoint and remove the Group CEO and oversee succession plans for

the senior executive team;

• set criteria for, and evaluate the performance of, the Group CEO and

approve his or her remuneration;

• approve and monitor financial reporting and capital management

including the payment of dividends;

• monitor the financial solvency of the Company;

• subject to shareholder approval being granted, approve the appointment

and retention of the external auditor;

• ensure that effective risk management procedures are in place and are

being used;

• approve timely and balanced communication to shareholders;

• ensure, so far as is reasonably practicable, a safe and healthy working

environment is provided and maintained for all employees, customers,

contractors and visitors;

• promote and authorise ethical and responsible decision-making by the

Company;

• ensure the Company has appropriate corporate governance structures

in place including standards of ethical behaviour;

• annually review, approve and adopt the Diversity Policy and diversity

objectives, and measure achievement against the objectives; and

• ensure that the Board is and remains appropriately skilled to meet the

changing needs of the Company.

Day-to-day management and administration of the Company is undertaken

by the Group CEO in accordance with the strategy, plans and delegations

approved by the Board. The Group CEO is assisted by the executive

management team in delivering the Company’s strategy. The Board has

implemented appropriate procedures to enable management to undertake

its delegated duties and for performance to be assessed. More information

can be found in the Remuneration section on pages 79-81.

Chair

Joan Withers is Chair of The Warehouse Board and was first appointed in

2016. Mrs Withers is an independent, non-executive director. Mrs Withers’

responsibilities include:

• providing leadership to the Board and to the Company;

• ensuring the efficient organisation and conduct of the Board;

• monitoring Board performance annually;

• facilitating Board discussions to ensure core issues facing the Company

are addressed;

• briefing all Directors in relation to issues arising at Board meetings;

• facilitating the effective contribution and ongoing development of all

Directors;

• promoting consultative and respectful relations between Board members

and between the Board and Management; and

• chairing Board and shareholder meetings.

The Warehouse Group Limited charter states the Company’s Chair must

not be the same person who is the Company’s Chief Executive Officer.

Director Appointments

Procedures for the appointment and removal of Directors are governed by

the Company’s constitution. The Corporate Governance and Nominations

Committee is delegated with the responsibility of identifying and

nominating, for the approval of the Board, candidates to fill Board vacancies

as and when they arise. In doing so the Committee will seek to identify the

necessary and desirable competencies that will ensure that any candidate

it puts forward will enable the Board to:

• fulfil its responsibilities;

• represent a variety of skills, expertise, experience (including commercial

and/or industry experience and diversity of backgrounds and thought);

and

• competently address accounting, finance and legal matters.

Governance Report

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

71

NAME OF

DIRECTOR

ORIGINALLY

APPOINTED

LAST REAPPOINTED/

ELECTED

Joan Withers23 September 201625 November 2016

Sir Stephen Tindall10 June 199424 November 2017

Keith Smith10 June 199424 November 2017

Antony (Tony) Balfour15 October 201220 November 2015

John Journee17 October 201325 November 2016

Julia Raue23 September 201625 November 2016

Will Easton3 October 201823 November 2018

The terms and conditions of appointment are set out in a letter of

appointment which details the Director’s duties, term of appointment

(subject to shareholder approval), expectations of the role and

remuneration. A copy of the standard letter is available in the Corporate

Governance section of the website at thewarehousegroup.co.nz/investor-

centre/coporate-governance.

In addition, the Company indemnifies and provides insurance to Directors

in accordance with The Companies Act for certain claims which may be

brought against them as Directors.

Board structure, skills and composition

The current Board comprises Directors with a mix of qualifications, skills

and experience appropriate to the Company’s existing operations and

strategic directions. Qualifications and experience of individual Directors

are detailed on pages 20 and 21. A comprehensive matrix of Director skills is

contained on pages 22 and 23.

Director induction and Development

When appointed to the Board, all new Directors undergo a detailed

induction programme to familiarise themselves with the Company’s

businesses and strategy.

On-going training includes briefings by senior management and guest

speakers on relevant industry and competitive issues, occasional overseas

study tours and site-visits. Directors are actively encouraged to attend

regular Institute of Director (IOD) courses.

Directors and Board committees have the right, in connection with their

duties and responsibilities, to seek independent professional advice at the

Company’s expense.

Board Tenure

The Constitution provides that the size of the Board should be between

five and 10. Each year, one third of the Directors, or if their number is not a

multiple of three then the nearest number to three, shall retire from office and

may offer themselves for re-election at the annual meeting of shareholders.

Directors to retire are those who have been longest in office since they were

last elected or deemed elected.

The Board does not believe that any Director has served on the Board for a

period which could, or could reasonably be perceived to, materially interfere

with the Director’s ability to act in the best interests of the Company. The

Board considers that Directors retain independence of character and

judgement regardless of length of service.

Sir Stephen Tindall was granted an initial leave of absence from the Board in

October 2017 until October 2018, which was extended for a further period

until October 2019. Sir Stephen has decided to take a further 12 months

leave of absence and this has been approved by the Board. During this time

Robert (Robbie) Tindall has acted and will continue to act as Sir Stephen’s

alternate director.

Director Independence and Conflicts

The Board’s standards for determining the independence of a Director,

including the requirements of the NZX Listing Rules, are set out in full in the

Board Charter.

Under this criteria, the Board has a majority of independent Directors and

the roles of Chair and Group Chief Executive Officer (CEO) are not exercised

by the same person.

The Board consists of seven Directors. Joan Withers (Chair), Keith Smith

(Deputy Chair), Antony (Tony) Balfour, John Journee, Julia Raue and William

(Will) Easton are considered to be independent non-executive Directors. Sir

Stephen Tindall, and his alternate director Robbie Tindall, are not deemed to

be independent by virtue of their shareholding in the Company. The Board

assesses the independence of directors on their appointment and at least

annually thereafter.

The Board is conscious of its obligations to ensure that Directors avoid

conflicts of interest between their duty to the Company and their own

interests. Where conflicts of interest do exist at law then the Director

must disclose their interest. Directors and Team Members are required to

minimise any potential conflicts in line with the Company’s Code of Ethics.

Board Evaluation

The Chair, with the assistance of appropriate external advisors, regularly

assesses the performance of individual Directors while Directors also assess

the collective performance of the Board and the performance of the Chair.

A formal evaluation is regularly conducted with assistance from an outside

facilitator.

Future Directors Programme

Continuing the Company’s commitment to supporting the next generation

of governance talent in New Zealand, the Board appointed Ms Renee

Mateparae in August 2019 as part of the Future Directors programme

administered by the Institute of Directors in New Zealand. Ms Mateparae

attended her first Board meeting on 22 August 2019 and her appointment

will continue for the next 18 months.

BOARD COMMITTEES

“The Board should use committees where this would enhance its

effectiveness in key areas, while still retaining board responsibility.”

The Board has established Committees that focus on particular areas of

the Board’s responsibilities and together ensure the efficient performance

of the Board, and the achievement of Corporate Governance outcomes.

The committees report to the full Board on all material matters and issues

requiring Board decisions. From time-to-time, the Board may create ad hoc

committees to examine specific issues on its behalf. As at the date of this

statement, the Company has no other ad hoc committees.

Current Committees

The current committee structure is set out in the table below.

Committee Charters

All committees operate under formal charters which define the role,

authority and operations of the committee and can be found in the

Corporate Governance section of the website. Going forward charters

are reviewed as required and at least every two years.

Takeover Offer Protocols

The Company has takeover protocols that meet the requirements of the

NZX Corporate Governance Code 2017.

Governance Report

Tenure

0-3 years

3-6 years

7+ years

GOVERNANCE REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
72

COMMITTEE ROLES AND RESPONSIBILITIES MEMBERSHIP MEETINGS

People and

Remuneration

Committee

Review and make recommendations in relation

to the human resources strategy, the Company’s

remuneration policies and practices and the

remuneration and performance of the Group

Chief Executive Officer.

Comprised of a majority of non-executive,

independent Directors.

Current members:

• Tony Balfour (Chair)

• Joan Withers

• Keith Smith

• Robbie Tindall as alternate for Sir Stephen Tindall

At least twice a year.

Employees may only

attend by invitation.

Corporate

Governance

and

Nomination

Committee

Ensure a high level of corporate governance

through continuous monitoring of international

corporate governance best practice as

promulgated by the relevant authoritative

bodies. Ensure that the Board is populated with

an appropriate mix of skills and experience who

collectively provide the diversity of thought and

judgement required.

Comprised of a majority of independent Directors.

Disclosure Officer and Founder.

Current members:

• Keith Smith

• Joan Withers (Chair)

• Tony Balfour

• Robbie Tindall as alternate to Sir Stephen Tindall

At least once a year.

Disclosure

Committee

Support the Company in meeting its disclosure

obligations as set out in the NZX Listing Rules,

the Companies Act and any other applicable

regulations by overseeing the Company’s

compliance with this policy.

Comprised of the Chair, Deputy Chair, Chair of the Audit

and Risk Committee, Group Chief Executive Officer, Chief

Financial Officer, Disclosure Officer and Founder.

Current members:

• Keith Smith (Chair)

• Joan Withers

• Robbie Tindall as alternate to Sir Stephen Tindall

Held as required.

Audit

and Risk

Committee

Assist the Board to fulfil its risk and

audit responsibilities.

Comprised of at least three independent Directors.

The Chair will be independent and may not be the

Chair of the Company.

Current members:

• Joan Withers

• Keith Smith (Chair)

• John Journee

• Julia Raue

Keith Smith is a Fellow of the Chartered Accountants

Australia and New Zealand (CAANZ)

At least three times each

year.

Employees may only

attend by invitation.

Health, Safety

and Wellbeing

Committee

Assist the Board to govern health,

safety and wellbeing.

Comprised of all Directors

Chair

• Julia Raue

At the discretion of

the Committee Chair.

BOARD

AUDIT

AND RISK

COMMITTEE

PEOPLE AND

REMUNERATION

COMMITTEE

CORPORATE

GOVERNANCE AND

NOMINATION

COMMITTEE

HEALTH, SAFETY

AND WELLBEING

COMMITTEE

DISCLOSURE

COMMITTEE

NUMBER OF MEETINGS

16451102

Tony Balfour151

1

5110

John Journee1543

1

10

Keith Smith 16451102

Sir Stephen Tindall

2

Robbie Tindall164

1

31101

Joan Withers16451102

Will Easton

3

85

Julia Raue1542

1

10

1

Non-committee member in attendance

2

Leave of absence August 2018 to July 2019

3

Joined Board in October 2018

Governance Report

The table below reports attendance of members at Board and Board Committee meetings during the year ended 28 July 2019.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

73

REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting

and in the timeliness and balance of corporate disclosures.”

The Board is committed to providing full and timely financial and non-

financial information that is accurate, balanced, meaningful and consistent.

As a listed Company, keeping the market informed is a key component to

ensure the securities are valued fairly.

Market Disclosure Policy

The Board has approved a Market Disclosure Policy which describes the

processes designed to ensure that the Company meets its reporting and

disclosure objectives and all disclosure obligations under the NZX Listing Rules.

To assist the Company with its Market Disclosure Policy, the Board has

appointed a Disclosure Committee. The Committee is responsible for making

decisions on what should be disclosed publicly under the Market Disclosure

Policy. The Company Secretary is the Disclosure Officer of the Company and

has responsibility for ensuring compliance with the continuous disclosure

requirements, and overseeing and co-ordinating disclosure to the market.

Financial Reporting

The Audit and Risk Committee oversees the quality and integrity of external

financial reporting including the accuracy, completeness and timeliness of

financial statements. The Committee is committed to providing balanced, clear

and objective financial reporting.

It reviews half-yearly and annual financial statements and makes

recommendations to the Board concerning accounting policies, areas of

judgement, compliance with accounting standards, stock exchange and legal

requirements, and the results of the external and internal audit.

Management accountability for the integrity of the Company’s financial

reporting is reinforced by certification from the CEO and the CFO. The CEO and

CFO have provided the Board with written confirmation that

the Company’s financial report presents a true and fair view, in all material

respects, of the Company’s financial position for the year ended 28 July 2019,

and that operational results are in accordance with relevant accounting

standards.

Non-Financial Reporting

The Warehouse’s Corporate Governance section on the website includes

all key governance documents including the Code of Ethics, Board and

Committee Charters and relevant Company policies.

Communities and Environment are at the heart of the Company’s culture.

Our philosophy and achievements are outlined on pages 36-37. The Company

reports annually its financial and non-financial contribution to the community,

as well as audited figures on its greenhouse gas emissions. The Company’s

material environmental, economic and social risks are also outlined on these

pages.

REMUNERATION

“The remuneration of directors and executives should be transparent,

fair and reasonable.”

The Company’s remuneration philosophy, policy and details regarding

executives’ remuneration (including remuneration components and

performance criteria) are discussed on pages 79-81.

The current Directors’ fee pool limit is $900,000 which was approved

by the shareholders at the 22 November 2013 annual meeting of

shareholders. Fees are paid for Board and committee roles as indicated

below. Directors are reimbursed for reasonable travel and other costs

associated with fulfilling his or her role. The Chair and Deputy Chair do not

receive additional fees for membership of other Board committees.

The Board considers the advice of independent remuneration consultants

when setting remuneration levels and will not be seeking any increase in

the pool limit at the 2019 Annual Shareholders Meeting.

Actual Director Remuneration 2018/19

NAME OF DIRECTOR

BOARD

FEES

AUDIT

AND RISK

COMMITTEE

PEOPLE AND

REMUNERATION

COMMITTEE

CORPORATE

GOVERNANCE

AND NOMINATION

COMMITTEE

DISCLOSURE

COMMITTEE

HEALTH,

SAFETY AND

WELLBEING

COMMITTEE

OTHER

COMMITTEES

SHARES AND

OTHER PAYMENTS

OR BENEFITS

TOTAL

INDIVIDUAL

REMUNERATION

Joan Withers (Chair)

$166,000

(Chair)

-

(member)

-

(member)

-

(member)

-

(member)

-

(member)

-- $166,000

Keith Smith (Deputy

Chair)

$100,000

(Deputy Chair)

$15,000

(Chair)

-

(member)

-

(Chair)

-

(Chair)

-

(member)

-- $115,000

Tony Balfour $78,525 -

$6,000

(Chair)

--

-

(member)

-- $84,525

William Easton$65,417----

-

(member)

--$65,417

Julia Raue

1

$78,525

$7,500

(member)

-- -

$21,000

(Chair)

-- $107,025

John Journee

2

$78,525

$7,500

(member)

-- -

-

(member)

-$16,500 $102,525

Sir Stephen Tindall

3

$78,525 -

$6,000

(member)

-

-

(member)

-

(member)

-- $84,525

BOARD/COMMITTEE NAMEPOSITIONFEES (PER ANNUM)

Board of Directors

Chair $166,000

1

Deputy Chair $115,000

1


Member $78,525

Audit and Risk Committee

Chair $15,000

Member $7,500

People and Remuneration Committee

Chair $12,000

Member $6,000

Health, Safety and Wellbeing Committee

Chair $12,000

Member-

Corporate Governance and Nomination Committee

Chair-

Member-

Disclosure Committee

Chair-

Member-

1

Includes attendances at committee meetings

1

Julia Raue received $9,000 backpay for duties undertaken as Chair of the Health, Safety and Wellbeing Committee in FY18.

2

John Journee received

additional fees of $16,500 as a director of the Group's Digital Retail subsidiary.

3

Director fees on-paid to Robbie Tindall, Alternate Director to Sir Stephen

Tindall. Robbie Tindall received additional fees of $16,500 as a director of the Group’s Digital Retail subsidiary.

Governance Report

The fees paid to non-executive Directors for services in their capacity as directors during the year ended 28 July 2019 totalling $725,017 were paid as follows:

GOVERNANCE REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
74

Engagement of the external auditor

The Company’s external auditor is PricewaterhouseCoopers (PwC). PwC

was appointed by shareholders at the 2004 Annual Meeting in accordance

with the provisions of the Companies Act 1993 (Act). PwC is automatically

reappointed as auditor under Section 200 of the Act.

Attendance at the Annual Meeting

PwC, as auditor of the 2019 Financial Statements, has been invited to attend

this year’s Annual Meeting and will be available to answer questions about

the conduct of the audit, preparation and content of the auditors’ report,

accounting policies adopted by The Warehouse Group Limited and the

independence of the auditor in relation to the conduct of the audit.

The Company’s corporate legal advisors, Russell McVeagh, will also attend

the Annual Meeting.

Internal audit

The Company has an internal audit function which is independent of the

Company’s external auditors. The internal audit function of the Company is

undertaken by Ernst and Young and the Company’s internal Audit team. The

respective internal audit teams report to and are directed by the Audit and

Risk Committee.

Each year, the internal audit programme is approved by the Audit and Risk

Committee. The programme of audit work considers the most significant

areas of business risk in the Company and is developed following

discussions with senior management, review of the business process model

of the Company and consideration of the findings of the strategic risk

assessment. The programme considers risks also in relation to major projects

that are planned or currently underway.

The role of internal audit is to:

• assess the design and operating effectiveness of controls governing key

operations, processes and business risks;

• provide the Board with an assessment, independent of management,

as to the adequacy of the Company’s internal operating and financial

controls, business processes, systems and practices; and

• assist the Board in meeting its corporate governance and regulatory

responsibilities.

SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders and foster

constructive relationships with shareholders that encourage them

to engage with the issuer.”

The Company is committed to providing a high standard of communication

to its investors. The Company believes effective communication achieved by

equal access to timely, accurate and complete information allows investors to

make informed assessments of the Company’s value and prospects. Investor

communication is governed by the Investor Communications Policy.

The Company transitioned to the new NZX Listing Rules with effect from

1 March 2019.

The Company has an investor relations programme which includes

communication through:

• periodic and continuous disclosure to NZX;

• annual reports;

• the Annual Shareholders’ Meeting (ASM);

• the Company’s website which includes financial and operational

information, and key Corporate Governance information; and

• analyst and investor briefings and roadshows.

Engagement with investors

The Company values its dialogue with strategic stakeholders, institutional

and retail investors, and believes effective engagement benefits both the

Company and investors. ASMs, analyst and investor briefings and roadshows

provide an important opportunity for this dialogue. Shareholders also have

the opportunity to direct questions and comments through

investor@twgoup.co.nz.

RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced

by the issuer and how to manage them. The Board should regularly verify

that the issuer has appropriate processes that identify and manage

potential and material risks.”

Risk Management Framework

Risk is the chance of something happening that will have an impact on

business objectives. Having established an acceptable risk tolerance, the

Company’s approach is to identify, analyse, evaluate and appropriately

manage risk in the business.

The Company recognises three main types of risk:

• Operational risk – risk to earnings and reputation arising from inadequate

or failed internal processes, people and systems or from external events;

• Business risk – risk to earnings and reputation from business event risk,

legal, compliance or regulatory risk; and

• Market risk – risk to earnings and reputation arising from competitor

activity, product risk and risk associated with changes in financial markets

(such as interest rate, foreign exchange and liquidity risk).

Material risks identified

Information on material risks the business faces and how they are managed,

is outlined on pages 26-27.

Risk management roles and responsibilities

The Board is responsible for reviewing and approving the Company’s risk

management strategy. The Board delegates day-to-day management of

risk to the Group CEO who may further delegate such responsibilities

to executive and other officers. Inherent in this delegation is the belief

that responsibility for managing risks in the business is the domain of the

business unit.

Risk monitoring and evaluation

While the Board of Directors is ultimately responsible for the risk management

of the Company, the Audit and Risk Committee reviews the reports of

management and the external and internal auditors on the effectiveness of

systems for internal control, financial reporting and risk management. To assist

in discharging this responsibility, the Board has in place a number of strategies

designed to safeguard the Company’s assets and interests and ensure the

integrity of reporting. These reports include quarterly reviews of store audit

results and quarterly reports on internal audit findings.

Health and safety

The Company’s approach and process on health and safety initiatives

can be found on pages 30-31.

AUDITORS

“The Board should ensure the quality and independence of the external

audit process.”

Approach to audit governance

The independence of the external auditor is of particular importance to

shareholders and the Board. The Audit and Risk Committee is responsible

for overseeing the external audit of the Company. Accordingly, it monitors

developments in the areas of audit and threats to audit independence to

ensure its policies and practices are consistent with emerging best practice

in these areas.

The Board has adopted a policy on audit independence, the key elements

of which are:

• the external auditor must remain independent of the Company at all times

and comply with the Chartered Accountants Australia and New Zealand

(CAANZ) Code of Ethics;

• the external auditor must monitor its independence and annually report

to the Board that it has remained independent;

• the audit firm is permitted to provide certain non-audit services, set out

in the Audit and Risk Committee Charter, that are not considered to be

in conflict with the preservation of the independence of the auditor; and

• the Audit and Risk Committee must approve significant permissible non-

audit work assignments that are awarded to an external auditor, and the

value of non-audit work must be reported at every Board meeting.

Governance Report

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

75

Website

The Company’s website contains a comprehensive set of investor-related

material and data including NZX disclosures and media releases, interim and

annual reports, share-price and dividend information, shareholder meeting

materials and all of the Company’s governance charters and policies.

Annual Shareholders Meeting (ASM)

The ASM provides an opportunity for Directors, the Group CEO, senior

management and the Company’s external auditor to meet shareholders

and answer any questions they may have.

The ASM is held at a convenient time and location as well as being webcast

to maximise participation. The 2019 ASM will be held on 22 November 2019.

The Notice of Meeting will be circulated as soon as possible (at least 28 days

before the meeting) and will be posted on the Company’s website.

In accordance with the Companies Act and Listing Rules, the Company

refers any significant matters to shareholders for approval at the ASM,

and shareholders are given the opportunity to vote by proxy ahead of

the meeting or by polling if attending the meeting in person.

Electronic communication

A key component of the Company’s strategy is cost effectiveness and

minimising the Company’s impact on the environment. Therefore, in 2016

the Board moved to electronic reporting. We understand this doesn’t suit

everyone, so shareholders can request a hard copy of the annual report

to be mailed to them free of charge by contacting Computershare, our

share registrar. We would also encourage shareholders to provide their

email addresses to Computershare to enable them to receive all other

shareholder materials electronically.

Computershare Investor Services Limited

Telephone: +64 9 488 8777

Email: investor@twgroup.co.nz

Governance Report

CELEBRATING DIVERSITY AND INCLUSION

The Group strives to create a workplace where our people feel they can bring their whole selves to work. We believe that can only happen in an environment

where diversity and inclusion are embraced. That is why we’re committed to continuously identifying ways we can improve diversity and inclusivity.

This way of thinking is embedded in our new leadership behaviours.

Areas of focusObjectiveTargetActual

Gender

Improve representation of women

at senior levels of business

2021Female representation20182019

40% of senior management

positions held by women by

2021

40%

Senior management36%38%

Executive27%21%

Board33%29%

100% of shortlists for all senior

management roles must include

1 woman

Close gender pay gaps

Gender pay gap is within +/- 2.5% for

senior management

Closed gender pay gaps in stores

Maori Culture

Build our Maori cultural competency

100 Group Executive Team and other

selected senior leaders complete Te

Kaa – igniting your Maori Cultural

Competency Programme by 2021

Introduced bilingual signage (Maori and

English) in our support office

Diversity and

Inclusion (D&I)

Develop and celebrate our diversity

Senior managers complete unconscious

bias training and managing diversity in

the workplace workshops

Launch Diversity & Inclusion survey to

build D&I understanding

Establish 5 D&I communities

Obtained Rainbow Tick accreditation

Carried out team celebrations centred on

Diwali, Pasifika, Matariki, Chinese New Year,

Maori Language Week

Continue to support our Gender

Transition Policy and Family Violence

Policy

Continue to support our Gender Transition Policy and Family Violence Policy

Support parental leave policies such as Ease Back to Work to encourage mothers to

return to work

For 2020 we are focused on gender equity, building our Maori cultural competency and better understanding, developing and celebrating

our diversity. Our initiatives will include supporting our Group D&I communities to drive D&I strategy for their community using our company

communications platform Workplace, rolling out Maori cultural competency training to an initial group of senior leaders via the Te Kaa programme,

and providing senior managers with unconscious bias training and managing diversity in the workplace workshops.

GOVERNANCE REPORT

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
76

DISCLOSURES OF INTERESTS BY DIRECTORS

General disclosures

The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the Companies Act 1993:

INDEMNITY AND INSURANCE

In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has provided insurance for, and indemnities to,

Directors and employees of the Group and its subsidiaries for losses from actions undertaken in the course of their legitimate duties. The insurance includes

indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity.

Statutory Disclosures

ANTONY (TONY) BALFOUR

Director, Les Mills International Limited

Director, Methven Limited (resigned)

Director, Mt Difficulty Wines Limited (resigned)

Director, Wayfare Limited (formerly Real Journeys Limited)

Director, Silver Fern Farms Co-operative Limited (resigned)

WILLIAM EASTON

Director, Facebook Pty Ltd

JOHN JOURNEE

Chairman, Max Fashions Holdings Limited and subsidiary (resigned)

Director, Farmlands Society

Director, Colonial Motor Company

Director, Vanishing Point Limited

Member, Advisory Board, Quantiful Limited

KEITH SMITH

Chairman, Anderson & O’Leary Limited

Chairman, Goodman (NZ) Limited

Chairman, Healthcare Holdings Limited and subsidiaries

Chairman, Mobile Surgical Services Limited

Chairman, H J Asmuss & Co Limited and subsidiaries

Director, Community Financial Services Limited

Director, Enterprise Group Limited and subsidiaries

Director, Gwendoline Holdings Limited (non-trading)

Director, James Raymond Holdings Limited (non-trading)

Director, Mercury NZ Limited

Director, Tree Scape Limited

Director, Westland Co-operative Dairy Limited (resigned)

Member, Advisory Board NZ Tax Traders Limited

Trustee, Cornwall Park Trust Board

JULIA RAUE

Director, Jade Software Corporation Limited

Director, Southern Cross Health Society

Director, Television New Zealand Limited

Director, Z Energy Limited

Director, Rowdy Consulting Limited

Member, Risk & Audit Committee of The Treasury (resigned)

JOAN WITHERS

Chair, Mercury NZ Limited

Director, ANZ Bank New Zealand Limited

Director, On Being Bold Limited

Member, Appointments Panel Fonterra farmer elected directors

Trustee, Sweet Louise Foundation

SIR STEPHEN TINDALL

Founding Director, KEA New Zealand

Director, Branches Station Limited

Director, Byron Corporation Limited

Director, Foundation Services Limited

Director, Elliott Street No.5 Limited

Director, K One W One Limited

Director, K One W One (No.2) Limited

Director, K One W One (No.3) Limited

Director, K One W One (No.4) Limited

Director, Lake Pupuke Investments Limited

Director, Norwood Investments Limited

Director, No Holdings Limited

Director, The Gorse Company Limited

Director, Team New Zealand Limited

Director, America’s Cup Event Limited

Trustee, Team New Zealand Trust

Trustee, The Tindall Foundation

Shareholder*, Solar City Ltd

Shareholder*, Velocity Made Good Holdings Ltd

Shareholder*, Ask Nicely Ltd

Shareholder*, Auror Ltd

Shareholder*, Career Engagement Group Ltd

Shareholder*, MEA Mobile Ltd

Shareholder*, PicsOS Ltd

Shareholder*, Qotient Group Ltd

Shareholder*, Snakk Media Ltd

Shareholder*, Sportsground Ltd

Shareholder*, TNX Ltd

Shareholder*, 1Above Ltd

Shareholder*, VWork Ltd

*Indirect interest

ROBERT TINDALL (ALTERNATE DIRECTOR)

#

Trustee, The Tindall Foundation

Director, Foundation Services Limited

Director, Franklin Smith Limited

Director, K One W One Limited

Director, K One W One (No.2) Limited

Director, K One W One (No.3) Limited

Director, K One W One (No.4) Limited

#alternate to Sir Stephen Tindall

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

77

Statutory Disclosures

Share dealings by Directors

During the year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant interest in

shares as follows:

Directors’ shareholdings as at 28 July 2019

At 28 July 2019 the following Directors, or entities related to them, held interests in the Company shares:

Major shareholdings in which more than one Director has an interest in the same parcel of shares are as follows:

• Sir Stephen Tindall and Robert Tindall both hold an interest in 93,687,096 shares and other smaller parcels by virtue of their family relationship.

DIRECTORS’ SECURITY PARTICIPATION

BENEFICIAL

INTEREST

BENEFICIAL

INTEREST

NON-BENEFICIAL

INTEREST

NON-BENEFICIAL

INTEREST

RELATED

PARTY

RELATED

PARTY

201920182019201820192018

J Journee172,000172,000

K R Smith 13,25013,2507,602,57235,14432,800

R J Tindall

1

4,8004,8007,233,25293,721,18484,738,511

Sir Stephen Tindall93,687,09693,687,0967,986,0507,986,05034,0889,600

J Withers8,9148,9141,797,6971,797,697

SHARE TRANSACTION

DATE OF

TRANSACTION

NUMBER OF

ORDINARY SHARES

ACQUIRED/(DISPOSED)CONSIDERATION

J Withers and K R Smith as trustees of The Warehouse

Management Trustee Company No.2 Limited

October 2018(236,403)

Settlement of obligations

under the executive share scheme

1

Alternate director

STATUTORY DISCLOSURES

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
78

COMPANYDIRECTORS

1-Day LimitedK Nickels

1-Day Liquor LimitedK Nickels

Bond and Bond LimitedB Moors, K Nickels

Boye Developments LimitedK Nickels, M Yeoman

Diners Club (NZ) LimitedM Yeoman, K Nickels

Eldamos Investments LimitedP Judd (R), K Nickels, P Okhovat

Eldamos Nominees LimitedP Judd (R), K Nickels

Noel Leeming Finance LimitedB Moors

Noel Leeming Financial Services LimitedB Moors, K Nickels

Noel Leeming Furniture LimitedB Moors, K Nickels

Noel Leeming LimitedB Moors, K Nickels

Noel Leeming Group LimitedB Moors (R), K Nickels (R), T Edwards

The Book Depot LimitedK Nickels

The Warehouse Card LimitedK Nickels

The Warehouse Group Support Services LimitedP Judd (R), K Nickels

The Warehouse Group Investments LimitedN Grayston, T Kasbe (R), J Journee, R Tindall, K Nickels, M Yeoman

The Warehouse Investments LimitedK Nickels

The Warehouse LimitedP Judd (R), K Smith, N Grayston, M Yeoman

The Warehouse Nominees LimitedK Nickels, B Moors

TWGI Operations LimitedJ Oram

Torpedo7 LimitedP Okhovat, B Moors (R), T Edwards

TWGA Pty LtdI McGill, B Moors, K Smith, Sir Stephen Tindall

TWL Australia Pty LimitedI McGill, B Moors, K Smith, Sir Stephen Tindall

TWP No.1 LimitedP Judd (R), N Tuck

TWP No.4 LimitedB Moors, K Nickels

TWP No.5 LimitedB Moors, P Okhovat

TWP No.6 LimitedK Smith, M Yeoman

Waikato Valley Chocolates LimitedN Craig, P Judd, M Razey, H Vetsch, M Anderson

Warehouse Stationery LimitedP Judd (R), P Okhovat (R), B Moors

The Warehouse Management Trustee Company LimitedK Smith, J Withers

The Warehouse Management Trustee Company No.2 LimitedK Smith, J Withers

TW House Sourcing Private Limited (India)K Kramer, A Passi, T Benyon

SUBSIDIARY COMPANY DIRECTORS

The following people held office as directors of subsidiary companies at 28 July 2019. Those who retired during the year are indicated with an (R).

Statutory Disclosures

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

79

REMUNERATION

($000)

NUMBER OF

TEAM MEMBERS

100 - 110106

110 - 12081

120 - 13061

130 - 14060

140 - 15042

150 - 16031

160 - 17024

170 - 18015

180 - 19019

190 - 20019

200 - 21016

210 - 22015

220 - 23019

230 - 2409

240 - 2507

250 - 26011

260 - 2706

REMUNERATION

($000)

NUMBER OF

TEAM MEMBERS

270 - 2806

280 - 2902

300 - 3108

310 - 3203

320 - 3302

330 - 3404

350 - 3602

360 - 3702

390 - 4001

400 - 4102

410 - 4202

420 - 4302

430 - 4404

440 - 4503

480 - 4901

500 - 5102

530 - 5401

REMUNERATION

($000)

NUMBER OF

TEAM MEMBERS

540 - 5501

580 - 5901

600 - 6102

610 - 6201

640 - 6501

650 - 6602

670 - 6801

780 - 7901

830 - 8401

920 - 9301

950 - 9601

1,110 - 1,1201

1,190 - 1,2001

1,320 - 1,3301

2,260 - 2,2701

TEAM MEMBERS’ REMUNERATION

Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members, not being

directors or former directors, who received remuneration and other benefits valued at or exceeding $100,000 during the year under review.

Remuneration includes redundancy payments and termination payments made during the year to Team Members whose remuneration would not

otherwise have been included in the table reported below.

Team Members also received share-based remuneration during the year as part of the Group’s share-based incentive plans (refer note 14 to the financial

statements). The amount attributed to share-based remuneration presented in the table below represents the value to the employee of the compensation

determined using the share price on the date when the share rights vested.

Statutory Disclosures

STATUTORY DISCLOSURES

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
80

Statutory Disclosures

DESCRIPTIONPERFORMANCE MEASURESPERCENTAGE ACHIEVED

Short-term

Incentive

(STI)

Set at 50% of base salary for On Target performance.

Combination of financial and non-financial

performance measures.

Financial Measures: 70% weighting:

The financial measure is based on achieving Group EBIT

budget (excluding STI).

70% x 40.3%

For this to be payable, the Group must firstly achieve

a gate opener of 100% of the Adjusted NPAT budget

and a minimum level of individual performance must

be achieved.

Individual Measures 30% weighting:

Individual goals relate to delivery of strategic priorities,

delivering core business drivers and building capability.

30% x 125%

Long-term

Incentive

(LTI)

Cash based scheme. Potential 50% of base salary for

On Target performance. For FY17 pro-rated to start

date of November 2015.

100% weighting based on the three-year Group Adjusted

NPAT, calculated as a percentage of the budgeted Group

Adjusted NPAT. 50% of potential paid if >95% of target

achieved, increasing to a maximum of 150% of potential for

achievement of 125% of target.

110.6%

BASE PACKAGEPAY FOR PERFORMANCE

SALARY

TAXABLE

BENEFITS

SUBTOTALSTILTISUBTOTAL

TOTAL

REMUNERATION

Nick Grayston1,435661,501471-4711,972

YEARGROUP CEO

TOTAL EARNINGS

PAID BASE

TAXABLE

BENEFITSSTI

STI AS % OF

MAXIMUMLTI

2019Nick Grayston1,9721,4356647148%-

2018Nick Grayston2,2371,4155476896%-

2017Nick Grayston1,7731,4152533331%-

2016Nick Grayston1,398934*-464*66%-

Mark Powell75973326---

2015Mark Powell1,8081,26338--507

* The 2016 base salary and Short Term Incentive (STI) payment for Nick Grayston were pro-rata based on his start date of November 2015.

REMUNERATION REPORT

1. Group CEO remuneration 2019 ($000s)

2. 5 year summary of group CEO remuneration ($000s)

3. Breakdown of pay for performance (2019)

Explanation of the above items

1.

CEO remuneration is based on actual remuneration paid within a financial year. The 2019 STI value relates to FY19 but will be paid in FY20.

2. The actual remuneration paid includes holiday pay paid as per NZ legislation.

3. Nick Grayston joined the group in November 2015 and replaced Mark Powell, who left at the end of January 2016 following a three-month

handover period.

4. Taxable benefits are the value of employer Kiwisaver contributions.

5. The LTI for Mark Powell’s equity-settled share-based compensation represents the value of the share rights vested based on the share price

at the vesting date.

4. 5 year summary of total shareholder return performance

TOTAL SHAREHOLDER RETURN

Financial Year 2019 (FY19) 20.2%

30%

20%

0%

10%

-20%

-10%

FY15FY16FY17FY18

FY19

Financial Year 2015 (FY15) -11.0%

Financial Year 2016 (FY16) 15.2%

Financial Year 2017 (FY17) -18.9%

Financial Year 2018 (FY18) 3.3%

The above STI and LTI payments for 2019 will be paid in FY20.

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

81

Statutory Disclosures

YEAR INVITED% OF SALARYSETTLEMENTPERFORMANCE PERIODMEASURE

FY1750%CashAugust 2016 to July 2019*

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY1850%CashAugust 2017 to July 2020

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY1950%CashAugust 2018 to July 2021

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

FY2050%CashAugust 2019 to July 2022

DESCRIPTIONPERFORMANCE MEASURES

1. Group CEO Pay as a Multiple 34,9 measured on fixed remuneration. Median hourly rate of all Team Members is $19.71 per hour.

2 TSR Methodology

Total Shareholder Return has been calculated as the movement in the share price during the period plus any

dividends paid.

3. Board Discretion

The Board of Directors has exercised discretion with regards to Group CEO STI pay for performance for 2019.

Any payments made or forecasted are in line with contractual or scheme criteria.

4. OmissionsNo information has been omitted relating to Group CEO remuneration.

5. Any Other ItemsThere are no other items payable to the Group CEO that are not disclosed.

6. BenefitsThere are no benefits attributable to the Group CEO due to any loans made.

7. WithholdingsNo part of the Group CEO remuneration has been withheld for any purpose.

8. Related PartiesNo related parties are involved with the Group CEO remuneration.

Explanation: Base salary is set at $1.461 million for the financial year. STI is 50% of base salary for On Target performance. The gate for payment is 90% of

2020 Group Adjusted NPAT budget and this would result in an STI of 50% of base salary. A maximum of 60% of base salary is payable if individual goals are

exceeded and budgeted EBIT is exceeded. The STI is split: 70% based on Group financial results and 30% individual performance against goals. LTI is 50%

of base salary, settled in cash, and is payable at the end of the three-year performance period if the aggregated Group Adjusted NPAT for the three year

period is achieved. The gate for payment is 95% of Group Adjusted NPAT budget and this would result in LTI of 50% of base salary. A maximum of 75% of

base salary is payable if 125% of Group Adjusted NPAT budget is achieved.

REMUNERATION POLICY AND DISCLOSURES

5. Potential Group CEO remuneration (2020)

BASEON TARGETMAXIMUM

4000

3000

1000

2000

0

100%

50%

LTI

STI

BASE

BASE PACKAGEPAY FOR PERFORMANCE AT TARGET

$000

SALARY

TAXABLE

BENEFITS

SUBTOTALSTILTISUBTOTAL

TOTAL

REMUNERATION

Nick Grayston1,461661,5277317311,4622,989

6. Scheme Investments awarded to Group CEO

7. Required disclosures per guidelines

25%

25%

25%

32%

43%

* FY17 scheme was pro-rated to start date of November 2015.

Three-year Group Adjusted NPAT achieved calculated

as a percentage of the budgeted Group Adjusted NPAT.

STATUTORY DISCLOSURES

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
82

NUMBER OF

ORDINARY SHARES

PERCENTAGE OF

ORDINARY SHARES

Sir Stephen Tindall93,687,09627.01%

The Tindall Foundation Inc.73,920,49621.31%

James Pascoe Limited68,671,08219.80%

Cash Wholesalers Limited10,373,3632.99%

Foodstuffs (Auckland) Nominees Limited10,373,3632.99%

Wardell Bros & Coy Ltd10,373,3632.99%

Citibank Nominees (New Zealand) Limited - NZCSD A/C4,456,3921.28%

Sir Stephen Tindall, Brian Mayo-Smith & JR Avery (as Trustees)3,778,1491.09%

Accident Compensation Corporation - NZCSD3,544,4411.02%

RG Tindall, Sir Stephen Tindall & Pupuke Trustee Limited3,455,1031.00%

HSBC Nominees (New Zealand) Limited – A/C State Street NZCSD1,138,5250.33%

Forsyth Barr Custodians Limited1,066,3110.31%

HSBC Nominees (New Zealand) Limited - NZCSD973,3410.28%

Stephen Robert Tindall + John Richard Avery + Brian Mayo-Smith – Merani A/C752,7980.22%

FNZ Custodians Limited739,7570.21%

The Warehouse Management Trustee Company Limited667,1740.19%

James Raymond Holdings Limited600,0000.17%

Custodial Services Limited <A/C 4>588,5280.17%

John Francis Managh549,6730.16%

The Warehouse Management Trustee Company No.2 Limited545,4190.16%

290,254,17483.68%

RELEVANT

INTEREST

DATE OF

NOTICE

James Pascoe Limited68,270,08110 May 2018

Wardell Bros & Coy Limited, Cash Wholesalers Limited and Foodstuffs (Auckland) Nominees Limited31,120,08923 March 2007

Sir Stephen Tindall84,141,52419 March 2004

The Tindall Foundation66,323,22019 March 2004

1

New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 31 July 2019 total

holdings in NZSCD were 10,740,740 or 3.09% of shares on issue.

SUBSTANTIAL PRODUCT HOLDERS

According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 28 July 2019, the substantial product holders in the

Company and their relevant interests are noted below:

Statutory Disclosures

TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 31 JULY 2019

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

83

Statutory Disclosures

SIZE OF SHAREHOLDING

NUMBER OF

SHAREHOLDERS PERCENTAGE

NUMBER OF

SHARES PERCENTAGE

1 - 1,0003,80737.50%1,779,7280.51%

1,001 - 5,0004,07240.11%9,006,3912.60%

5,001 - 10,0001,04310.27%6,808,1071.96%

10,001 - 100,0001,22012.02%42,809,82812.34%

100,000 and over100.10%286,439,06682.59%

10,152100.00%346,843,120100.00%

GEOGRAPHIC DISTRIBUTION

Auckland and Northland3,91638.57%304,141,64587.69%

Waikato and Central North Island2,10220.71%11,658,9533.36%

Lower North Island and Wellington 1,44914.27%7,753,4362.24%

Canterbury, Marlborough and Westland1,07410.58%16,031,1714.62%

Otago and Southland6916.81%4,694,2191.35%

Australia7767.64%1,395,8950.40%

Other Overseas1441.42%1,167,8010.34%

10,152100.00%346,843,120100.00%

SIZE OF BONDHOLDING

NUMBER OF

BONDHOLDERS PERCENTAGE

NUMBER

OF BONDS PERCENTAGE

5,000 - 9,99960031.93%3,763,0003.01%

10,000 - 49,9991,06656.73%19,549,00015.64%

50,000 - 99,9991216.44%7,476,0005.98%

100,000 - 499,999784.15%11,518,0009.21%

500,000 - 999,99930.16%1,997,0001.60%

1,000,000 and over110.59%80,697,00064.56%

1,879100.00%125,000,000100.00%

GEOGRAPHIC DISTRIBUTION

Auckland and Northland74639.70%37,278,00029.82%

Waikato and Central North Island33017.56%49,524,00039.61%

Lower North Island and Wellington 39020.76%15,664,00012.53%

Canterbury, Marlborough and Westland20911.12%2,807,0002.25%

Otago and Southland19910.59%19,644,00015.72%

Other Overseas50.27%83,0000.07%

1,879100.00%125,000,000100.00%

DISTRIBUTION OF BONDHOLDERS AND HOLDINGS AS AT 31 JULY 2019

DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 31 JULY 2019

STATUTORY DISCLOSURES

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
84

Statutory Disclosures

STOCK EXCHANGE LISTING

The ordinary shares of The Warehouse Group Limited are listed on the

New Zealand Stock Exchange (NZX).

ORDINARY SHARES

The total number of voting securities of the Company on issue on

31 July 2019 was 346,843,120 fully paid ordinary shares.

Holders of each class of equity security as at 31 July 2019

RIGHTS ATTACHING TO SHARES

Clauses 20-22 of the Company’s constitution set out the voting rights of

shareholders. Ordinary shares in the Company each carry a right to vote on

a poll at any general meeting of shareholders on any resolution. Holders of

ordinary shares may vote at a meeting in person, or by proxy, representative

or attorney. Voting may be conducted by voice, a show of hands or a poll.

Each of the Company’s ordinary shares entitles the holder to one vote.

ON-MARKET SHARE BUY-BACKS

The Company is not, at the date of this annual report, undertaking any

on-market share buy-backs.

ESCROW

Apart from the shares held under the Staff Purchase Plan, the Company

has no securities subject to an escrow agreement.

DIVIDENDS ON ORDINARY SHARES

The Warehouse Group Limited has paid dividends on its ordinary shares

every year without interruption since listing on the New Zealand Exchange

in 1994. The Group’s current dividend policy was approved by the Board

in September 2015, commencing from the 2016 financial year. The Group’s

dividend policy is to distribute between 75% and 85% of the Retail Group’s

adjusted net profit to shareholders.

On 24 September 2019 the Directors declared a fully imputed final dividend

of 8.0 cents per share bringing the total dividend for the year to 17.0 cents

per share. The dividends will be fully imputed at a rate of 28.0 percent and

will be paid on 5 December 2019 to all shareholders on the share register at

the close of business on 22 November 2019.

The dividends declared for each of the last five financial years were

as follows:

Cents per share

AUDITOR

PricewaterhouseCoopers have continued to act as auditors of the Company

and have undertaken the audit of the financial statements for the 28 July

2019 year.

DISCIPLINARY ACTION

The NZX has not taken any disciplinary action against the Company during

the period under review.

DONATIONS

In accordance with section 211(1)(h) of the Companies Act 1993, the

Company records that it donated $89,000 (2018 $663,000) to various

charities during the year. In line with Board policy, no political contributions

were made during the year.

NZX WAIVERS

Details of all waivers granted and published by NZX within or relied upon by

the Company in the 12 months immediately preceding the date two months

before the date of publication of this annual report are available on the

Company’s website www.thewarehousegroup.co.nz

CLASS OF EQUITY

SECURITY

NUMBER OF

HOLDERS

NUMBER OF

SHARES OR RIGHTS

Ordinary Shares10,152346,843,120

DIVIDENDS20192018201720162015

Interim 9.010.010.011.011.0

Final8.06.05.55.05.0

Total17.016.015.516.016.0

THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT

OUR COMPANY

3. ADDITIONAL INFORMATION

85

BACK COVER

Board of Directors

Joan Withers (Chair)

Keith Smith (Deputy Chair)

Robbie Tindall (alternate to Sir Stephen Tindall)

Antony Balfour

John Journee

Will Easton

Julia Raue

Group Chief Executive Officer

Nick Grayston

Group Chief Financial Officer

Jonathan Oram

Company Secretary

Kerry Nickels

Place of Business

26 The Warehouse Way

Northcote, Auckland 0627

PO Box 33470, Takapuna

Auckland 0740, New Zealand

Telephone: +64 9 489 7000

Facsimile: +64 9 489 7444

Registered Office

C/-BDO

Level 4, 4 Graham Street

PO Box 2219

Auckland 1140, New Zealand

Auditor

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142, New Zealand

Shareholder Enquiries

Shareholders with enquiries regarding the share transactions, changes of

address or dividend payments should contact the Share Registrar.

You can also manage your shareholding electronically by using

Computershare’s secure website, www.computershare.co.nz/investorcentre,

whereby you can view your share balance, change your address, view

payment and tax information, update your payment instructions and update

your report options.

Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142

New Zealand

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Email: enquiry@computershare.co.nz

Website: www.computershare.co.nz/investorecentre

Investor Relations

For investor relations enquiries, email investor@twgroup.co.nz

Stock Exchange Listing

NZX trading code: WHS

New Zealand Business Number (NZBN)

New Zealand Incorporation: 9429038 766633.

Website

www.thewarehousegroup.co.nz

Directory

DIRECTORY

---

Name of issuer THE WAREHOUSE GROUP LIMITED
Financial product description Ordinary Shares (346,843,120)

NZX ticker code WHS

ISIN NZWHSE0001S6

Type of distribution Full Year

X

Quarterly

Half Year Special

DRP Applies Not Applicable

Record date Close of trading on: 22 November 2019

Ex-Date 21 November 2019

Payment date 05 December 2019

Total monies associated with the distribution $27,747,450

Source of distribution Retained earnings

Currency NZD

Total amount $0.111111

Cash per financial product $0.080000

Excluded amount (applicable to listed PIEs) Not Applicable

Supplementary distribution $0.014118

Is this distribution imputed Fully imputed

100%

$0.031111

$0.005556

Date of release through MAP

If fully or partially imputed, please

state imputation rate as % applied

Contact email address Jonathan.Oram@thewarehouse.co.nz

25 September 2019

Imputation tax credits per financial product

Resident withholding tax amount per financial product

Authority for this announcement

Name of person authorised to

make this announcement

Jonathan Oram (Group Chief Financial Officer)

Contact phone number 09 217 7651

The Warehouse Group Limited

Distribution Notice

Section 1: Issuer Information

Section 2: Distribution amounts per financial product

Section 3: Taxation

---

Quarterly Sales
Reporting Period 30 July 2018 to 28 July 2019

Previous Reporting Period 31 July 2017 to 29 July 2018

Quarterly Retail Sales information:

SalesSales

(29 April 2019 to 28 July 2019)

20192018

($ Million) ($ Million)

The Warehouse 389.9 382.5 + 1.9 % + 2.8 %

Warehouse Stationery64.3 63.7 + 0.9 % + 0.2 %

Noel Leeming220.3 214.4 + 2.8 % + 1.0 %

Torpedo743.5 38.3 + 13.6 % + 13.5 %

SalesSales

(30 July 2018 to 28 July 2019)

20192018

($ Million) ($ Million)

The Warehouse 1,705.7 1,695.8 + 0.6 % + 1.5 %

Warehouse Stationery268.6 263.8 + 1.8 % + 1.4 %

Noel Leeming924.6 880.5 + 5.0 % + 2.8 %

Torpedo7172.5 163.4 + 5.6 % + 4.4 %

Store Numbers

20192018201920182019201820192018

Start Quarter 4939377 79 70 69 18 11

End Quarter 4939377 74 70 70 18 14

20192018201920182019201820192018

Start Quarter 4502,154 506,106 80,273 76,055 70,529 71,029 26,186 12,652

End Quarter 4501,537 505,645 80,273 76,055 70,550 71,491 25,890 19,647

- - - 1

- 1 - -

- - - -

- 1 - -

The Warehouse

Warehouse Stationery

Noel Leeming

Torpedo7

Store changes during the quarter

New

store

Replacement

store

Store

closure

Store

extension/

reduction

Store footprint

(Square Metres)

The WarehouseNoel LeemingWarehouse StationeryTorpedo7

Year to date sales

Change in

sales

Change in

same store

sales

The WarehouseNoel LeemingWarehouse StationeryTorpedo7

The Warehouse Group Limited

Supplementary Information

Fourth quarter sales

Change in

sales

Change in

same store

sales

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

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