The Warehouse Group – 2019 Annual Results Announcement
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
THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
4
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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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
8
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
THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
10
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
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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.
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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
1. TO OUR SHAREHOLDERS2. GROUP MANAGEMENT REPORT
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
THE WAREHOUSE GROUPINTEGRATED ANNUAL REPORT 2019
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3. ADDITIONAL INFORMATION
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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OUR COMPANY
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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