HLG Annual Report for the year ended 1 August 2019
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HALLENSTEIN GLASSON HOLDING LIMITED | ANNUAL REPORT 2019
Contents
Highlights
Chairman’s Report
Group Managing
Director’s Report
Sustainability Matters
Hallenstein Brothers
Glassons
Independent Auditor’s Report
Financial Statements
General Disclosures
Corporate Governance
Statement
Shareholder Information
Directory & Calendar
02
04
06
10
12
14
18
23
54
58
64
65
A year of continued
growth for Hallenstein
Glasson Holdings.
The strength in the performance of our
brands is underpinned by our teams’
relentless drive to provide great product in
a format that best suits our customer needs.
We move confidently into the new season
knowing we have the people and capacity
to deliver our mandate of sustainable long
term growth in New Zealand and Australia.
MARY DEVINE GROUP MANAGING DIRECTOR
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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Highlights
288
SALES
UP 3.36%
M
$
29
PROFIT AFTER TAX
UP 6.06%
M
$
75
TOTAL EQUITY
M
$
15.2
% OF TOTAL REVENUE
THROUGH ONLINE SALES
UP FROM
12.8% IN 2018
105
TOTAL ASSETS
M
$
48.65
EARNINGS PER ORDINARY SHARE
%
CENTS
1,602
TEAM MEMBERS
116
TOTAL STORES
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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Chairman’s
Report
RESULTS FOR
FULL YEAR ENDED
1 AUGUST 2019
The Company advises that
the audited net profit after
tax for the 12 months to
1 August 2019 was $29.02
million, an increase of 6.06%
over the corresponding period
last year ($27.36 million).
Group sales were $287.55
million, an increase of 3.36%
over the corresponding period
last year ($278.20 million).
Sales have been amended and
restated for last year in line with
the requirements of NZ IFRS
15 to account for freight charges
paid by our online customers.
This has no impact on profit.
The 2018/19 financial year has
seen margin pressure across the
Group, the main factors being
the lower USD exchange rate
and the increased promotional
activity across both the
New Zealand and Australian
markets. The gross margin has
fallen by 130 basis points from
61.3% to 60.0%. Expenses have
been well controlled across the
Group and this is being carried
on into the new trading year.
SEGMENT RESULTS
GLASSONS NEW ZEALAND
Sales for the year were $100.73
million, an increase of 3.91% on
the prior year. Sales growth in
the second half continued to
build and improve on the growth
in the first half of the year.
Fashion remains the key
focus for Glassons, and the
brand continues to bring
to market the products
customers want with speed and
agility. Ongoing investment
in digital is enhancing the
customer engagement
both online and in store.
During the year, refurbishments
were completed in the
flagship Newmarket Store
(Auckland), Bayfair (Tauranga),
Palmerston North and Te
Rapa (Hamilton). The Hornby
Outlet Store (Christchurch)
has just completed an upgrade
in the current financial year.
To support the increase in
online sales, a new Fulfilment
Centre is currently under
construction in Christchurch.
This is due for completion in
October in time for peak trade
in the lead up to Christmas.
GLASSONS AUSTRALIA
Sales for the year were $89.50
million, an increase of 13.89% on
the prior year including the new
store openings. By continuing
to deliver great customer
service, evolving our product
offer and improving our speed
to market we have enhanced
our strong brand position.
During the year stores in
Parramatta (Sydney) and
Highpoint (Melbourne) were
refurbished and the footprint of
the Bondi store (Sydney) was
expanded. New stores opened
in The Glen in Melbourne and
Liverpool in Sydney. A move to a
new Fulfilment Centre in Sydney
is planned for early next year.
This will support the planned
growth in the Australian
market in both online and
physical store sales.
Further investment is
proceeding in Australia in the
current financial year, with a
new store opening in Robina
on the Gold Coast and a larger
refurbished store is planned
for Eastgardens in Sydney.
A number of other stores are
currently being considered.
HALLENSTEIN BROTHERS
Sales for the year were $97.33
million (including Australia), an
increase of 0.26% on the prior
year. The second half of the
year proved much tougher for
Hallenstein Brothers. This was
due in part to the milder winter,
as well as some challenges with
the product offering. A great
deal of work has been done to
improve the product offer and
we are already seeing an upturn
in sales and positive customer
feedback for the new season.
Sales growth continues in
Australia with the original three
stores achieving incremental
year on year increases over the
12-month period. Towards the
end of the year an outlet store
was opened in Harbour Town on
the Gold Coast to support the
full price stores. Opportunities
for expansion into new Australian
sites are now being considered.
In New Zealand, a new store
was opened in Frankton in
Queenstown and refurbishments
have been completed at Botany
(Auckland), Bayfair (Tauranga)
and Te Rapa (Hamilton).
For the current financial
year the Hornby Outlet
Store (Christchurch) has
just been completed. The
Fulfilment Centre in Auckland
was also expanded during
the year to support the
growth in online sales.
Investment has continued
in digital to help drive sales
and improve customer
engagement with website
developments and an increased
use of technology in store.
PROPERTIES
Prior to the end of the
financial year, the investment
property in Lambton Quay
was sold resulting in a gain
on sale of approximately
$1.1 million after costs.
E-COMMERCE
Online sales continue to grow
significantly ahead of physical
stores as a result of the
Company’s ongoing investment
in digital and customer demand.
Online sales now represent 15%
of Group turnover. Investment
will continue in this key strategic
area to provide relevant content
across mediums to enhance
customer engagement.
DIVIDEND
The Directors have declared
a final dividend of 24 cents per
share (fully imputed) (24 cents
per share last year) to be paid
on 17th December 2019.
Together with the interim
dividend of 20 cents per share
that was paid on 18th April
2019, the full year dividend
is 44 cents per share. The
dividend payment is able
to be maintained as the
Company’s balance sheet
continues to be strong, and
inventories well controlled.
FUTURE OUTLOOK
The first eight weeks of the
new financial year have seen
Group sales grow +7.23% on
the prior year (including new
stores). With the recovery of
Hallenstein Brothers in New
Zealand underway, and with
the consistent growth of
Glassons in both markets, the
focus on the key strategies
of speed to market, customer
service and investment in digital
will continue. However, there
remains margin pressure caused
by the NZD/USD exchange rate
and we are cognisant of the key
trading months ahead and the
challenging market environment.
An update will be provided
at the Annual Meeting of
Shareholders in December 2019.
M
WARREN BELL
CHAIRMAN
GROUP SALES
$287.55
ONLINE SALES
15.2
%
OF GROUP TURNOVER
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6
Group Managing
Director’s Report
It is a very pleasing
result for the Group
in a competitive and
ever changing retail
landscape.
A particular highlight is
the ongoing growth of the
Glassons Australia business,
which continues to go from
strength to strength. Under
strong leadership, the team
are delivering a compelling
brand and product offer
to our customers.
Glassons New Zealand continues
to lead the local fashion market.
Investment in new store
refurbishments has reinforced
the brand position. The launch
of Glassons Vintage in the
Auckland Newmarket store
has also been successful.
Hallensteins had a more
challenging year due to the
product offer. Whilst sales
were maintained, there was
more aggressive discounting
to ensure we ended the year
in a clean stock position.
A lot of work has been done
to strengthen the product
offer and we are seeing an
improvement in sales and
positive customer feedback.
OVERALL THE BUSINESS
SUCCESS HAS BEEN
DRIVEN BY:
• Depth of talent and agility
of our teams
• Clearly defined customer
segments and profiles
• Our buying strategies
and focus on being
fashion forward
• Ability to be fluid across
channels, ensuring relevancy
and connectivity to our
customers
At the heart of
the business is an
entrepreneurial
spirit, which
empowers our
people to ensure
the customer is
at the forefront
of our brand and
product delivery.
MARY DEVINE
GROUP MANAGING
DIRECTOR
”
“
116
STORES
ACROSS THE GROUP
4
NEW
STORES
10
STORES
REFURBISHED
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PEOPLE
We have talented and
committed people right across
our business, from the pivotal
retail teams through to product
development, sourcing,
marketing, digital, finance
and distribution centres.
We pride ourselves on the
importance of empowerment
and allowing key leaders to
show initiative and flourish in
a demanding environment.
In the past year we have
focused on increasing our
talent within the Buying,
Production and Digital
teams as we acknowledge
the importance of these
functions in our business.
At the heart of our business,
no matter what role we may
have individually, we are
mindful to keep the customer
experience at the forefront of
our decision making process.
RETAIL EXPERIENCE
As a Group and within
each brand we value the
importance of a compelling
retail experience and continue
to improve, innovate and
evolve our stores. There has
been sustained investment,
not only in new stores,
but also refurbishments,
fixtures and technology.
Four new stores were opened:
The Glen (Melbourne), Liverpool
(Sydney), Harbour Town
(Gold Coast) and Frankton
(Queenstown). Additionally,
numerous stores throughout the
network had refurbishments.
Further investment is
proceeding in Australia with
new store openings planned.
Technology remains an area
of focus, with mobile devices
enabling our teams to provide
seamless customer service
whilst also facilitating more
efficient store operations.
The service ethos of our retail
teams is essential for positive
customer experiences in
store. We continue to invest
and roll-out service training
programmes for our teams.
DIGITAL
With continued investment in digital for both
brands we have seen growth online of 21.5% for
the Group, which translates to 16.0% of Glassons
total sales and 13.7% for Hallensteins.
The respective digital teams continue to improve
functionality of websites, and to invest in on-going
and relevant content whilst enhancing our social
media strategies.
A specific highlight has been the successful
introduction of image search for Glassons – this
allows customers to use any product image to
search for similar product on our website.
Other functionality improvements include the
introduction of Glassons hot/cold product templates
which show a variety of climate-dependent styling
options for a specific garment, as well as the
recently launched Hallensteins “Suit Switcher”
which demonstrates the same suit worn two ways.
Website navigation has been simplified with capsule and
category search buttons located on the Home Page.
There is an overarching strategy to reduce
promotional activity on the websites, with the
preference to demonstrate the integrity of our
brand position. We also continue to engage with our
customers via focus groups which provide valuable
insights into the perception and delivery of our brands
and product.
GROUP ONLINE
SALES GROWTH
GLASSONS ONLINE SALES GROWTH
31.9
HALLENSTEINS ONLINE SALES GROWTH
10.3
SUPPLY CHAIN
For both brands, having an agile and diverse supply base is essential to respond to both
fashion trends and customer demand.
Our production and buying teams work closely with suppliers, visiting on a regular basis to
manage quality and deliver performance.
We remain mindful of the impact of the global political environment and any repercussions
this may have on manufacturing within China and the region. Diversification across suppliers
remains highly relevant to manage risk and provide performance parameters to meet speed
to market programmes.
We have committed in the new financial year to two new Fulfilment Centres: Glassons
New Zealand and Glassons Australia, to provide operating efficiency to support the
omni-channel growth of the business.
OUTLOOK
We are pleased with the start to the season for
both brands and in both markets. However, as
always in fashion retail we remain cautious of the
volatility of the market, the impact of increasing
costs and less favourable foreign exchange rates.
From a growth perspective, we are confident of
the potential of the Glassons brand in the Australian
market and will also pursue further opportunities
in Australia for Hallensteins. Continued investment
in digital, enhanced personalised content and
communication to our customers will remain a priority.
On a personal note, I would like to thank all of the
Hallenstein Glasson staff for their contribution.
It is a great business to be part of and together
we relish the challenges and opportunities ahead.
MARY DEVINE
GROUP MANAGING DIRECTOR
21.5
%
%
%
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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Sustainability
Matters
At Hallenstein
Glasson
Holdings we
continue to
work hard
to improve
transparency
across our
business.
We’ve had some key wins this
year and we are proud of what
has been achieved to date.
We understand our responsibility
to the environment, our
customers, team members and
shareholders to develop policies
that ensure ethically sound and
environmentally sustainable
practices are implemented in all
aspects of our operations. In a
world of growing populations
and finite resources, it is essential
we drive change with continued
investment in sustainable solutions.
We’ve already seen a significant
improvement of our rating in
the Ethical Fashion Report and
we continue to strive for even
better outcomes for all our
stakeholders as we advance on
our sustainability journey.
2019 ACHIEVEMENTS
PEOPLE
Together we make a commitment
to drive worker empowerment by
upholding our values of respect,
dignity, non-discrimination and
providing safe workplaces.
People are our business.
• Maintained a B+ rating in the
2019 Ethical Fashion Report
even with the tightening
of criteria.
• The Hallenstein Glasson
Production teams continue
to make regular visits to
our supplier factories in
China, India and Bangladesh
with the view to building
lasting relationships with our
manufacturing partners.
• The Group continues to reduce
its supplier turnover with more
than half of suppliers having
partnered with the business
for over ten years. This helps
to improve our visibility across
the supply chain.
• We piloted a “whistle-
blower app” in a number of
our supplier factories. The
app supports workers by
providing an anonymous
communication channel.
• Conducted 84 audits across
our supply base including
our supplier’s second tier
factories and textile mills.
• Continued to engage with
our teams and customers
across both brands to
understand their priorities
in the area of sustainability.
• Created new training
programmes to help
develop our store teams to
realise their full potential.
PLANET
The environmental impact of
the global apparel and textile
industry is significant. Supporting
circularity and adopting the
Three R’s – Reduce, Reuse and
Recycle – across our business
operations is vital in transitioning
to a sustainable future.
• Removed plastic shopping
bags from retail stores in NZ.
• Sourced 100% of our paper
and cardboard from
sustainable forests.
• Introduced reusable satchels
for moving stock from
Fulfilment Centres to stores,
replacing cartons.
• Installed recycling hubs in
Auckland Head Office.
• Recycled 99% of all our paper,
cardboard and plastic in our
Fulfilment Centres.
• Replaced in-store lighting
with low energy LED lighting
to reduce power usage.
PRODUCT
By laying the correct foundation
we can improve all stages of
the product life cycle from
design, raw material production,
packaging, transport, and
marketing through to final sale.
We are committed to delivering
sustainable fashion created
with integrity.
• Glassons is supporting the
Breast Cancer Foundation
NZ (BCFNZ) in 2019 to raise
awareness and funds to go
towards the prevention,
treatment and support of
New Zealanders living with
breast cancer. Glassons have
partnered with NZ influencers
Bic Runga and ShaanXO, as
well as designers Zambesi
and Twenty-Seven Names,
to create a limited-edition
‘Pink Ribbon’ accessories
collection (sock and head
scarf). These were released
in Glassons NZ stores during
October, with 100% of profits
going to BCFNZ.
• Our product is increasingly
coming from renewable
sources. We’re using more
natural fibres and we’ve
introduced a small range of
garments made with Tencel –
a textile produced from
natural cellulose wood pulp
that is fully biodegradable.
• Introduced Vintage products
across both brands supporting
our recycle / reuse philosophy.
FUTURE
We are consolidating our
plan to help the business
identify and remain focused
on several key areas. In
2019 our priorities include
reducing packaging and
the impact of waste right
across our supply chain,
in our stores and in our
Head Offices. We are also
investigating how we can
better communicate with
our customers with respect
to our achievements to
date, as well our plans for
the continued integration
of sustainable policies and
initiatives into our everyday
business. More information
can be found on our
website.
We understand our
responsibility to the
environment, our
customers, team
members and
shareholders.
”
“
MARY DEVINE
GROUP MANAGING
DIRECTOR
HALLENSTEINS HAS INTRODUCED
A TENCEL SHIRT COLLECTION
PAPER BAGS INTRODUCED
IN NZ STORES
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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”
“
Opportunities for expansion into
new Australian sites are now being
considered.
97
TOTAL SALES
UP 0.26%
$
M
37.2
INSTAGRAM FOLLOWERS
K
MARY DEVINE
GROUP MANAGING DIRECTOR
43
STORES
IN NEW ZEALAND
4
STORES
IN AUSTRALIA
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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15
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101
NEW ZEALAND SALES
UP 3.91%
M
$
355
INSTAGRAM FOLLOWERS
K
89
AUSTRALIAN SALES
UP 13.89%
M
$
”
“
A particular highlight is
the ongoing growth of
the Glassons Australia
business, which continues
to go from strength
to strength.
37
STORES
IN NEW ZEALAND
32
STORES
IN AUSTRALIA
MARY DEVINE
GROUP MANAGING DIRECTOR
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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PricewaterhouseCoopers, 188 Q uay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
The financial statements comprise:
the statement of financial position as at 1 August 2019;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Hallenstein Glasson Holdings Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 1 August 2019, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in 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 carried out other services for the Group in the areas of tax advisory and tax compliance
services and assisted the branch in Australia with filing the unaudited financial statements of the
branch with the Australian Securities and Investments Commission. The provision of these other
services has not impaired our independence as auditor of the Group.
Independent Auditor’s Report
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
The financial statements comprise:
the statement of financial position as at 1 August 2019;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Hallenstein Glasson Holdings Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 1 August 2019, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in 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 carried out other services for the Group in the areas of tax advisory and tax compliance
services. The provision of these other services has not impaired our independence as auditor of the
Group.
PwC
34
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial
statements are free from material misstatement.
Overall Group materiality: $1,972,100, which represents 5% of profit before
tax.
We chose profit before tax as the benchmark because, in our view, it is the
benchmark against which the performance of the Group is most commonly
measured by users, and is a generally accepted benchmark.
We agreed with the Audit and Risk Committee that we would report to
them misstatements identified during our audit above $100,000 as well as
misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
We have determined that there is one key audit matter:
Inventory Valuation
Materiality
The scope of our audit was influenced by our application of materiality.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Audit scope
We designed our audit by assessing the risks of material misstatement in the financial statements and
our application of materiality. As in all of our audits, we also addressed the risk of management
override of internal controls including among other matters, consideration of whether there was
evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
Our Group audit scope focused on the major operating locations. In aggregate, the locations selected
as part of our audit scoping contributed 98% of the Group’s Revenue and 94% of the Group’s profit
before tax.
Audits of each major operating location are performed by PwC New Zealand at a materiality level
calculated by reference to a proportion of Group materiality appropriate to the relative scale of the
operations concerned. The remaining operations were not considered significant to the Group and
were subject to other procedures including analytical procedures.
Independent Auditor’s Report
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
The financial statements comprise:
the statement of financial position as at 1 August 2019;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Hallenstein Glasson Holdings Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 1 August 2019, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in 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 carried out other services for the Group in the areas of tax advisory and tax compliance
services. The provision of these other services has not impaired our independence as auditor of the
Group.
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PwC
35
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Inventory Valuation
As at 1 August 2019, the Group held $24
million of inventories. Given the size of the
inventory balance relative to the total
assets of the Group and the estimates and
judgements described below, the valuation
of inventory required significant audit
attention.
As disclosed in Note 3.2, inventories are
held at the lower of cost and net realisable
value determined using the weighted
average cost method. At year end, the
valuation of inventory is reviewed by
management and the cost of inventory is
reduced where inventory is forecast to be
sold below cost.
The determination of whether inventory
will be realised for a value less than cost
requires management to exercise
judgement and apply assumptions.
Management undertake the following
procedures for determining the level of
write down required:
Use inventory ageing reports together
with historical trends to estimate the
likely future saleability of slow moving
and older inventory lines;
For inventory aged greater than one
year, management apply a percentage
based write down to inventory. The
percentages are derived from
historical levels of write down; and
Perform a line-by-line analysis of
remaining inventory to ensure it is
stated at the lower of cost and net
realisable value and a specific write
down is recognised if required.
We have performed the following procedures over the
valuation of inventory:
For a sample of inventory items, re-performed the
weighted average cost calculation and compared
the weighted average cost to the purchase invoices;
We tested that the ageing report used by
management correctly aged inventory items by
agreeing a sample of aged inventory items to the
invoices;
On a sample basis we tested the net realisable
value of inventory lines to recent selling prices;
We assessed the percentage write down applied to
older inventory with reference to historic inventory
write downs and recoveries on slow moving
inventory;
We re-performed the calculation of the inventory
write down; and
We also made enquires of management, including
those outside of the finance function, and
considered the results of our testing above to
determine whether any specific write downs were
required.
From the procedures performed we have no matters to
report.
Independent Auditor’s Report
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
The financial statements comprise:
the statement of financial position as at 1 August 2019;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Hallenstein Glasson Holdings Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 1 August 2019, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in 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 carried out other services for the Group in the areas of tax advisory and tax compliance
services. The provision of these other services has not impaired our independence as auditor of the
Group.
PwC
36
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the financial statements does not
cover the other information included in the annual report and we do not, and will not express any form
of assurance conclusion on the other information. At the time of our audit, there was no other
information available to us.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information that we obtained prior to
the date of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole,
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-
report-1/
This description forms part of our auditor’s report.
Independent Auditor’s Report
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
The financial statements comprise:
the statement of financial position as at 1 August 2019;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Hallenstein Glasson Holdings Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 1 August 2019, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in 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 carried out other services for the Group in the areas of tax advisory and tax compliance
services. The provision of these other services has not impaired our independence as auditor of the
Group.
Statement Of Comprehensive Income
FOR THE YEAR ENDED 1 AUGUST 2019
$’000
NOTE20192018
(Restated)
Sales revenue
2.1
287,550
278,197
Cost of sales
2.1
(114,999)
(107,567)
Gross profit
172,551
170,630
Other operating income
2.2
2,197
820
Selling expenses
(101,674)
(99,492)
Distribution expenses
(8,351)
(7,601)
Administration expenses
(25,502)
(26,538)
Total expenses
(135,527)
(133,631)
Operating profit
39,221
37,819
Finance income
2.1
221
251
Profit before income tax
39,442
38,070
Income tax expense
6.1
(10,422)
(10,709)
Net profit after tax attributable to the shareholders
of the Holding Company
2.1
29,020
27,361
Other comprehensive income
– Items that will not be reclassified to profit or loss
Gains (net of tax) on revaluation of land and buildings
6.1
2,810
-
Increase in share option reserve
6.1
98
124
– Items that may be subsequently reclassified to profit or loss
Fair value gain/(loss) (net of tax) in cash flow hedge reserve
6.1
(644)
3,393
Total comprehensive income for the year attributable
to the shareholders of the Holding Company
31,284
30,878
Earnings per share
Basic and diluted earnings per share
2.4
48.65
45.87
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
22
23
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
PwC
37
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 Keren Blakey.
For and on behalf of:
Chartered Accountants
27 September 2019
Auckland
Independent Auditor’s Report
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
The financial statements comprise:
the statement of financial position as at 1 August 2019;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the financial statements of Hallenstein Glasson Holdings Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of
the Group as at 1 August 2019, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
NZ) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in 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 carried out other services for the Group in the areas of tax advisory and tax compliance
services. The provision of these other services has not impaired our independence as auditor of the
Group.
Statement of Financial Position
AS AT 1 AUGUST 2019
$’000
NOTE20192018
Equity
Contributed equity5.1
28,974
27,818
Asset revaluation reserve
18,419
15,609
Cashflow hedge reserve
1,095
1,739
Share option reserve
58
155
Retained earnings
26,454
23,019
Total equity75,000
68,340
Represented by
Current assets
Cash and cash equivalents3.1
16,506
17,453
Trade and other receivables
1,652
182
Advances to employees
372
464
Prepayments
4,535
3,871
Inventories
3.2
24,011
20,959
Derivative financial instruments7.5
1,534
2,417
Total current assets48,610
45,346
Non-current assets
Property, plant and equipment4.2
49,539
36,811
Investment property4.3
2,968
8,464
Intangible assets
439
560
Deferred tax6.2
3,024
940
Total non-current assets
55,970
46,775
Total assets
104,580
92,121
Current liabilities
Trade payables
6,798
5,506
Employee benefits7.1
4,775
4,786
Other payables
14,110
10,777
Taxation payable
3,897
2,712
Total current liabilities29,580
23,781
Total liabilities29,580
23,781
Net assets75,000
68,340
The Financial Statements are signed for and on behalf of the board and were authorised for issue on 27 September 2019.
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
Graeme Popplewell
DIRECTOR
27 SEPTEMBER 2019
Malcom Ford
DIRECTOR
27 SEPTEMBER 2019
Statement of Changes in Equity
FOR THE YEAR ENDED 1 AUGUST 2019
$’000
SHARE
CAPITAL
TREASURY
STOCK
ASSET
REVALUATION
RESERVE
CASH
FLOW
HEDGE
RESERVE
SHARE
OPTION
RESERVE
RETAINED
EARNINGS
TOTAL
EQUITY
Balance at 1 August 201729,279(2,009)15,609(1,654)32717,27158,823
Comprehensive income
Profit for year-----27,36127,361
Cash flow hedges net of tax6.1---3,393--3,393
Increase in share option reserve6.1----124-124
Total comprehensive income
---3,39312427,36130,878
Transactions with owners
Purchase of treasury stock5.1, 5.2-(800)----(800)
Sale of treasury stock5.1, 5.2-606----606
Dividends 2.3, 5.1-177---(22,069)(21,892)
Transfer to employee advances5.1-725----725
Transfer of share option
reserve to retained earnings
----(296)296-
(Gain)/loss on sale of treasury
stock transferred to retained
earnings
5.1-(160)---160-
Total transactions with owners
-548--(296)(21,613)(21,361)
Balance at 1 August 201829,279(1,461)15,6091,73915523,01968,340
Comprehensive income
Profit for year
-----29,02029,020
Revaluation net of tax6.1
--2,810---2,810
Cash flow hedges net of tax6.1
---(644)--(644)
Increase in share option
reserve
6.1
----98-98
Total comprehensive income --2,810(644)9829,02031,284
Transactions with owners
Sale of treasury stock5.1, 5.2
-1,289----1,289
Dividends 2.3, 5.1
-160---(26,246)(26,086)
Transfer to employee advances5.1
-173----173
Transfer of share option
reserve to retained earnings
----(195)195-
(Gain) / loss on sale of treasury
stock transferred to retained
earnings
5.1
-(466)---466-
Total transactions with owners-1,156--(195)(25,585)(24,624)
Balance at 1 August 201929,279(305)18,4191,0955826,45475,000
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
24
25
Statement of Cash Flows
FOR THE YEAR ENDED 1 AUGUST 2019
NOTE2019
Cash flows from operating activities
Cash was provided from:
Sales to customers
287,643
278,834
Rent received
2.2
802
780
Interest income
2.1
205
232
Interest on debtors
2.1
16
19
288,666
279,865
Cash was applied to:
Payments to suppliers
190,754
182,507
Payments to employees
51,737
51,315
Taxation paid
10,183
10,731
252,674
244,553
Net cash flows from operating activities35,992
35,312
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment
and intangible assets
65
488
Proceeds from sale of investment property
7,750
-
Repayment of employee advances
266
499
8,081
987
Cash was applied to:
Purchase of property, plant and equipment and intangible assets
4.2
20,223
9,312
20,223
9,312
Net cash flows (applied to) investing activities(12,142)
(8,325)
Cash flows from financing activities
Cash was provided from:
Sale of treasury stock and dividends
5.1, 5.21,449
783
1,449
783
Cash was applied to:
Dividend paid2.3
26,246
22,069
Purchase of treasury stock5.1, 5.2
-
800
26,246
22,869
Net cash flows (applied to) financing activities(24,797)
(22,086)
Net increase / (decrease) in funds held(947)
4,901
Cash and cash equivalents at the beginning of the year17,453
12,552
Cash and cash equivalents at the end of the year
3.1
16,506
17,453
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
Statement of Cash Flows continued
FOR THE YEAR ENDED 1 AUGUST 2019
$’000
NOTE20192018
Net profit after taxation29,020
27,361
Add/(deduct) items classified as investing or financing activities
Loss on sale of plant and equipment2.2
158
481
Gain on sale of investment property2.2
(1,187)
-
Add/(deduct) non cash items
Depreciation and amortisation
2.2
8,446
7,908
Net fair value gain on investment property2.2
(208)
-
Deferred taxation
6.2
(948)
(215)
Share option expense
98
124
Add/(deduct) movements in working capital items
Taxation payable
1,185
195
Trade and other receivables and prepayments
(2,134)
599
Trade and other payables and employee benefits
4,614
(787)
Inventories
(3,052)
(354)
Net cash flows from operating activities35,992
35,312
RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
2018
(Restated)
$’000
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
26
27
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
1. BASIS OF PREPARATION
This section presents a summary of information considered relevant and material to assist the reader in
understanding the foundations on which the financial statements as a whole have been compiled. Accounting
policies specific to notes shown in other sections are disclosed in a shaded box and are included as part of that
particular note.
1.1 GENERAL INFORMATION
Reporting entity
Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”)
is a retailer of men’s and women’s clothing in New Zealand and Australia.
The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its
registered office is Level 3, 235-237 Broadway Newmarket, Auckland.
Statutory base
Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC
reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on
the New Zealand Stock Exchange (NZX). The financial statements of the Group have been prepared in
accordance with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main
Board Listing Rules.
The financial statements were approved for issue by the Board of Directors on 27 September 2019.
1.2 GENERAL ACCOUNTING POLICIES
Statement of compliance
These financial statements for the year ended 1 August 2019 have been prepared in accordance with
Generally Accepted Accounting Practice (GAAP). They comply with New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and
authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements comply
with International Financial Reporting Standards (IFRS).
Basis of preparation of financial statements
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
The reporting currency used in the preparation of these financial statements is New Zealand dollars,
rounded where necessary to the nearest thousand dollars.
Entities reporting
The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein
Glasson Holdings Limited and subsidiaries, together they are referred to in these financial statements as ‘the
Group’. The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group
companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group.
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the
revaluation of land and buildings and financial assets and liabilities (including derivative instruments)
measured at fair value.
Critical accounting estimates, judgements and assumptions
The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the
Group’s accounting policies.
Property, plant and equipment: The Group has assessed whether the carrying value of its property, plant
and equipment have suffered any impairment since they were acquired. The recoverable amounts of cash
generating units (at a subsidiary level) are determined based on value in use calculations. These calculations
require the use of estimates and projections of future operating performance.
Inventory provision: The Group assess the inventory provision using management judgement which
considers a range of factors including the review of historical data, the age of inventory and current selling
price trends to determine the appropriateness of the provision.
Revaluation of land and buildings: The fair value of the Group’s land and buildings is determined by the
Board following an independent valuation undertaken at least every three years. The basis of the valuation is
assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an income
capitalisation approach. The key assumptions are disclosed in note 4.2.
Revaluation of investment property: The fair value of the Group’s investment property is determined by the
Board following an independent valuation undertaken annually. The basis of the valuation is assessed within
a range indicated by two valuation approaches: discounted cash flow analysis and an income capitalisation
approach. The key assumptions are disclosed in note 4.3.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s operations are measured using the currency
of the primary economic environment in which it operates (‘the functional currency’). The financial statements
are presented in New Zealand dollars, which is the Group’s functional and presentational currency.
Transactions and balances
The results and financial position of all the Group entities that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of
that balance sheet; and
(b) income and expenses for each statement of comprehensive income are translated at average
exchange rates.
All resulting exchange differences are recognised in the statement of comprehensive income.
20192018
Hallenstein Bros Limited100%100%Retail of menswear in New Zealand
Hallenstein Brothers Australia Limited100%100%Retail of menswear in Australia
Glassons Limited
100%
100%Retail of womenswear in New Zealand
Glassons Australia Limited
100%
100%Retail of womenswear in Australia
Retail 161 Limited
100%
100%Non trading company
Retail 161 Australia Limited
100%
100%Non trading company
Hallenstein Properties Limited
100%
100%Property ownership in New Zealand
PRINCIPAL SUBSIDIARIES
INTEREST HELD BY
PARENT AND GROUP
PRINCIPAL ACTIVITIES
Investments in Subsidiaries
1. BASIS OF PREPARATION (CONTINUED)
Conntes0t2e46noss1e4C1n82e6s4n2320t8454oeeMon4AtR1A04Y DE
Conntes0t2e46noss1e4C1n82e6s4n2320t8454oeeMon4AtR1A04Y DE
28
29
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
2. PERFORMANCE
2.1 Segment information
The Board of Directors considers the business from both a product and geographic perspective as follows:
• Hallenstein Bros Limited (New Zealand) and Hallenstein Brothers Australia Limited (Australia)
• Glassons Limited (New Zealand)
• Glassons Australia Limited (Australia)
• Hallenstein Properties Limited (New Zealand) (Property)
The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from
external parties reported to the Board of Directors are measured in a manner consistent with that in the
statement of comprehensive income. There are no significant revenues derived from a single external customer.
Segment results
For the year ended 1 August 2019
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Sales revenue from
external customers
100,72889,49697,326--287,550
Cost of sales
(41,274)(33,492)(40,233)--(114,999)
Finance income
4848109-16221
Depreciation and
software amortisation
2,2662,8982,988294-8,446
Profit before income tax
15,79411,36410,0362,14410439,442
Income tax expense
(4,434)(3,291)(2,839)7567(10,422)
Net profit after income tax
11,3608,0737,1972,21917129,020
BALANCE SHEET
Current assets
10,18010,26818,6466,0183,49848,610
Non-current assets
18,48810,04410,73416,6871755,970
Current liabilities
9,31210,7168,9475069929,580
Purchase of property, plant and
equipment and intangibles
10,1863,7344,6171,686-20,223
Operating segments are reported in a manner consistent with the internal reporting provided to the
Board of Directors. The Board of Directors is the chief operating decision maker and is responsible
for allocating resources and assessing performance of the operating segments and they delegate
that authority through the Group Managing Director.
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
2. PERFORMANCE (CONTINUED)
Segment results
For the year ended 1 August 2018
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Sales revenue from
external customers
96,94178,57697,078-5,602278,197
Cost of sales
(39,205)(28,000)(38,170)-(2,192)(107,567)
Finance income
885392-18251
Depreciation and
software amortisation
2,1532,3112,8963751737,908
Profit/(loss) before income tax
14,80211,15912,414712(1,017)38,070
Income tax expense
(4,156)(3,132)(3,507)(199)285(10,709)
Net profit after income tax
10,6468,0278,907513(732)27,361
BALANCE SHEET
Current assets
15,0298,89920,141(307)1,58445,346
Non current assets
10,9298,8678,85718,155(33)46,775
Current liabilities
7,5588,2007,632462(71)23,781
Purchase of property, plant and
equipment and intangibles
3,1763,0702,286726549,312
Sale of Storm business assets
On 30 April 2018 the Group’s wholly owned subsidiary, Retail 161 Limited, concluded the sale of the Storm
business assets to Blackstar Holdings Limited. On and from settlement, the Storm business ceased trading
under Retail 161 Limited’s ownership and continues to trade under Blackstar’s ownership.
The sales revenue and cost of sales noted in the prior year have been included in the Parent segment
in the table above and represent trade generated by the Storm business for the nine months ended
30 April 2018.
2.2 Income and expenses
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and
services, excluding Goods and Services Tax, rebates and discounts and after eliminating sales within
the Group.
Revenue is recognised as follows:
Sales of goods – retail
Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store
sales, control passes to the customer at point of sale. For online sales, the order and the delivery to the
customer are considered to comprise a single performance obligation, therefore control passes to the
customer when the goods are delivered. Retail sales are usually in cash, credit card or by debit card. The
recorded revenue is the gross amount of sale (excluding GST), including credit card fees payable for the
transaction. Such fees are included in selling expenses.
Interest income
Interest income is recognised using the effective interest method.
Rental income
Rental income from operating leases (net of any incentives) is recognised on a straight line basis over the
lease term.
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31
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
2. PERFORMANCE (CONTINUED)
Income and expenses
Profit before income tax includes the following specific income and expenses:
$’00020192018
Other operating income
Rental income
802
780
Insurance proceeds
-
40
Net fair value gain on investment property
208
-
Gain on sale of investment property
1,187
-
Expenses
Occupancy costs
29,873
29,571
Amounts paid to auditors - statutory audit
145
130
Other services from auditors*
32
27
Directors’ fees
647
518
Wages, salaries and other short term benefits
51,727
51,601
Total depreciation
8,164
7,652
Amortisation of software
282
256
Total depreciation and amortisation
8,446
7,908
Loss on sale of property, plant and equipment
158
481
Dividends2019201820192018
Cents per
share
Cents per
share
$’000
$’000
Interim dividend for the year ended 1 August 201920.0011,930
Final dividend for the year ended 1 August 2018
24.0014,316
Interim dividend for the year ended 1 August 201820.0011,929
Final dividend for the year ended 1 August 201717.0010,140
Total44.00
37.00
26,246
22,069
* Amount paid in respect of tax compliance and tax advisory services provided in Australia and New Zealand
and assisting the Hallenstein Brothers Australia branch with filing financial statements with Australian
Securities and Investments Commission.
2.3 Dividends
Provision is made for the amount of any dividend declared on or before the balance date but not distributed
at balance date.
All dividends paid were fully imputed. Supplementary dividends of $488,875 (2018: $289,810) were paid to
shareholders not resident in New Zealand for tax purposes for which the Group received a foreign investor
tax credit.
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
Basic
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average
number of ordinary shares outstanding during the year.
Diluted
Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of
ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are no
options convertible into shares as at 1 August 2019 (2018: Nil).
3. WORKING CAPITAL
3.1 Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other
short-term highly liquid investments with original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value,
and bank overdrafts.
Statements of cash flows
The following are the definitions of the terms used in the statement of cash flows:
(I.) Cash comprises cash and cash equivalents.
(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property,
plant and equipment, investments and employee advances.
(III.) Financing activities are those activities which result in changes in the size and composition of the
capital structure of the Group. This includes both equity and debt not falling within the definition of
cash. Dividends paid are included in financing activities.
(IV.) Operating activities include all transactions and other events that are not investing or financing activities.
Earnings per share
$’00020192018
Profit after tax
29,020
27,361
Weighted average number of ordinary shares outstanding
59,649
59,649
Basic and diluted earnings per share (cents per share)
48.65
45.87
Cash and cash equivalents
$’00020192018
Cash at bank
15,439
6,064
Short term bank deposits
1,004
11,329
Cash on hand
63
60
Total cash and cash equivalents16,506
17,453
2. PERFORMANCE (CONTINUED)
Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the period, adjusted for
bonus elements in ordinary shares issued during the period.
2.4 Earnings per share
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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33
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
3.2 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted
average method and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course of
business, less applicable variable selling expenses, excluding borrowing costs.
The Group is the lessee
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the profit and loss in the Statement of Comprehensive Income on a straight line
basis over the period of the lease.
The Group is the lessor
Assets leased to third parties under operating leases are included in Investment Property in the Statement
of Financial Position. Rental income (net of any incentives given to lessees) is recognised on a straight line
basis over the lease term. Lease receivables are disclosed under Note 4.3 Investment Property.
4. LONG TERM ASSETS
4.1 Leases
Lease commitments:
The Group leases various retail outlets under non-cancellable operating lease agreements. Leases reflect
normal commercial arrangements with varying terms, escalation clauses and renewal rights.
Inventory adjustments are provided at year end for stock obsolescence within cost of sales in the Statement
of Comprehensive Income.
The cost of inventories recognised as an expense and included in cost of sales amounted to $114,717,733
(2018: $107,199,239).
Inventories
$’00020192018
Finished goods
24,308
21,189
Inventory adjustments
(297)
(230)
Net inventories24,011
20,959
Lease commitments
$’00020192018
At balance date the future aggregate minimum
lease commitments were as follows:
Due within one year
25,422
24,381
One to two years
22,959
20,498
Two to five years
41,086
39,314
Later than five years
7,144
3,955
Total operating lease commitments96,611
88,148
3. WORKING CAPITAL (CONTINUED)
Recognition and measurement
Land and buildings were valued on 1 August 2019 by Telfer Young (Hawkes Bay) Ltd, Fordbaker Valuation
Limited and Colliers International who are independent registered valuers and associates of The New
Zealand Institute of Valuers. The valuers have recent experience in the location and category of the item
being valued. The fair values of the assets represent the estimated price for which a property could be
sold on the date of valuation in an orderly transaction between market participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: income
capitalisation approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuers to arrive
at fair value.
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
Valuation approachDescription of the valuation approach
Income capitalisation
approach
A valuation methodology which determines fair value by capitalising
a property’s sustainable net income at an appropriate, market derived
capitalisation rate (yield). Unobservable inputs within the income
capitalisation approach include:
a) Net Market Rent which is the annual amount for which a tenancy within
a property is expected to achieve under a new arm’s length leasing
transaction after deducting a fair share of property operating expenses.
b) Capitalisation Rate (yield) which is the rate of return, determined through
analysis of comparable, market related sales transactions which is applied
to a property’s sustainable net income to derive value.
Discounted cash
flow analysis
With the discounted cash flow approach (DCF) a cash flow budget is
established for the property over a ten-year time horizon. Within the cash
flow an allowance is made for rental growth as well as deducting costs
associated with property ownership. A terminal value is also estimated and
the cash flows are discounted at a market rate to arrive at a net present value.
Unobservable inputs within the discounted cash flow approach include:
a) The discount rate which is the rate determined through analysis of
comparable market related sales transactions which is applied to a
property’s future net cash flows to convert those cash flows into a
present value.
b) The terminal capitalisation rate which is the rate applied to a property’s
sustainable net income at the end of an assumed holding period to
derive an estimated market value.
c) Rental growth rate which is the annual growth rate applied to market
rent over an assumed holding period.
d) Expenses growth which is the annual amount applied to property
operating expenses over an assumed holding period.
4. LONG TERM ASSETS (CONTINUED)
4.2 Property, plant and equipment
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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35
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
Land and
buildings -
warehouse
20,668Income
capitalisation
approach and
discounted
cash flow
analysis
Net market
rent
$92 - $184
per m2
The higher the rent
per square metre the
higher the fair value
Capitalisation
rate (yield)
5.00% - 7.75%The lower the yield the
higher the fair value
Discount rate7.13% - 7.75%The higher the discount
rate the lower the fair
value
Terminal
capitalisation
rate
5.25% - 7.75%The higher the terminal
rate the lower the fair
value
Rental growth
rate
2.30% -
3.00%
The higher the rental
growth rate the higher
the fair value
Expenses
growth
1.58% - 2.15%The higher the expenses
the lower the fair value
DESCRIPTIONFAIR VALUE AT
1 AUGUST 2019
$’000
VALUATION
TECHNIQUE
UNOBSERVABLE
INPUTS
RANGE OF
UNOBSERVABLE
INPUTS
RELATIONSHIP OF
UNOBSERVABLE
INPUTS TO FAIR VALUE
Land and buildings
- retail
4,452Income
capitalisation
approach and
discounted
cash flow
analysis
Net market
rent
$556 per m2The higher the rent
per square metre the
higher the fair value
Capitalisation
rate (yield)
6.80%The lower the yield the
higher the fair value
Discount rate8.01%The higher the discount
rate the lower the fair
value
Terminal
capitalisation
rate
7.25%The higher the terminal
rate the lower the fair
value
Rental growth
rate
0.75% -
2.40%
The higher the rental
growth rate the higher
the fair value
Expenses
growth
1.90% - 2.40%The higher the expenses
the lower the fair value
4. LONG TERM ASSETS (CONTINUED)
The revaluation surplus net of applicable deferred income taxes was credited to other comprehensive
income and is shown in the asset revaluation reserve in shareholders’ equity.
At each reporting date, where a valuation report is not obtained the most recent valuation reports are
reviewed by the management team. The review focuses on checking material movements and ensuring
all additions and disposals are captured and that there have been no material changes to the underlying
assumptions on which the valuations are based.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year
there were no transfers between levels of the fair value hierarchy.
Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs
in determining fair value. These are summarised in the table below:
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other
comprehensive income and shown as an asset revaluation reserve in shareholders’ equity. Decreases
that offset previous increases of the same asset are charged in other comprehensive income and debited
against the asset revaluation reserve directly in equity; all other decreases are charged to the statement
of comprehensive income. Each year on revaluation, the difference between depreciation based on
the revalued carrying amount of the asset charged to the statement of comprehensive income, and
depreciation based on the assets original cost is transferred from ‘other reserves’ to ‘retained earnings’.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to
allocate their cost, net of their residual values, over their estimated useful lives, as follows:
• Buildings 67 years
• Plant and equipment 2 – 5 years
• Furniture, fittings and office equipment 5 – 10 years
Impairment
An assets carrying amount is written down immediately to its recoverable amount if the assets carrying
amount is greater than its estimated recoverable amount. Assets that are subject to amortisation are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable, for example a planned store closure, withdrawal from a business segment, or
assessment of loss making stores. Assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash generating units).
Disposal
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These are included in the Statement of Comprehensive Income.
4. LONG TERM ASSETS (CONTINUED)
Conntes0t2e46noss1e4C1n82e6s4n2320t8454oeeMon4AtR1A04Y DE
Conntes0t2e46noss1e4C1n82e6s4n2320t8454oeeMon4AtR1A04Y DE
36
37
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2018
FOR THE YEAR ENDED 1 AUGUST 2019
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV6,09710,84415,2104,66036,811
Additions
1,8755,4779,1633,55520,070
Disposals
--(185)(46)(231)
Depreciation
-(297)(5,597)(2,270)(8,164)
Transfers
(49)(739)(71)-(859)
Revaluations
1,564348--1,912
Closing NBV9,48715,63318,5205,89949,539
Cost/valuation9,48715,63360,27522,469107,864
Accumulated depreciation
--(41,755)(16,570)(58,325)
Closing NBV9,48715,63318,5205,89949,539
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV6,09710,52415,6004,17936,400
Additions-
7055,6442,6128,961
Disposals-
-(696)(202)(898)
Depreciation-
(385)(5,338)(1,929)(7,652)
Closing NBV6,09710,84415,2104,66036,811
Cost/valuation6,09711,22956,35719,51093,193
Accumulated depreciation-
(385)(41,147)(14,850)(56,382)
Closing NBV6,09710,84415,2104,66036,811
$’000
20192018
Land
5,580
3,705
Buildings
12,794
7,245
Cost
18,374
10,950
Accumulated depreciation
(1,714)
(1,514)
Net book amount16,660
9,436
If land and buildings were stated on a historical cost basis, the amounts would be as follows:
FOR THE YEAR ENDED 1 AUGUST 2019
4. LONG TERM ASSETS (CONTINUED)
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
4.3 Investment property
Valuation approachDescription of the valuation approach
Income capitalisation
approach
A valuation methodology which determines fair value by capitalising
a property’s sustainable net income at an appropriate, market derived
capitalisation rate (yield). Unobservable inputs within the income capitalisation
approach include:
a) Net Market Rent which is the annual amount for which a tenancy within
a property is expected to achieve under a new arm’s length leasing
transaction after deducting a fair share of property operating expenses.
b) Capitalisation Rate (yield) which is the rate of return, determined through
analysis of comparable, market related sales transactions which is applied
to a property’s sustainable net income to derive value.
Discounted cash flow
analysis
With the discounted cash flow approach (DCF) a cash flow budget is
established for the property over a ten-year time horizon. Within the cash flow
an allowance is made for rental growth as well as deducting costs associated
with property ownership. A terminal value is also estimated and the cash flows
are discounted at a market rate to arrive at a net present value.
Unobservable inputs within the discounted cash flow approach include:
a) The discount rate which is the rate determined through analysis of
comparable market related sales transactions which is applied to a
property’s future net cash flows to convert those cash flows into a present
value.
b) The terminal capitalisation rate which is the rate which is applied to a
property’s sustainable net income at the end of an assumed holding
period to derive an estimated market value.
c) Rental growth rate which is the annual growth rate applied to market rent
over an assumed holding period.
d) Expenses growth which is the annual amount applied to property
operating expenses over an assumed holding period.
4. LONG TERM ASSETS (CONTINUED)
Recognition and measurement
Land and buildings were valued on 1 August 2019 by Telfer Young (Hawkes Bay) Ltd who are independent
registered valuers and associates of The New Zealand Institute of Valuers. The valuers have recent
experience in the location and category of the item being valued. The fair values of the assets represent
the estimated price for which a property could be sold on the date of valuation in an orderly transaction
between market participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: income
capitalisation approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuers to arrive
at fair value.
The revaluation surplus was credited to other income in the Statement of Comprehensive Income. Subsequent
revaluation surpluses or losses will be recognised through Statement of Comprehensive Income.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year
there were no transfers between levels of the fair value hierarchy.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
38
39
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
DESCRIPTIONFAIR VALUE AT
1 AUGUST 2019
$’000
VALUATION
TECHNIQUE
UNOBSERVABLE
INPUTS
RANGE OF
UNOBSERVABLE
INPUTS
RELATIONSHIP OF
UNOBSERVABLE
INPUTS TO FAIR VALUE
Land and
buildings – retail
2,968Income
capitalisation
approach and
discounted
cash flow
analysis
Net market rent$556 per m2The higher the rent
per square metre the
higher the fair value
Capitalisation
rate (yield)
6.80%The lower the yield
the higher the fair
value
Discount rate8.01%The higher the
discount rate the
lower the fair value
Terminal
capitalisation
rate
7.25%The higher the
terminal rate the
lower the fair value
Rental growth
rate
0.75% - 2.40%The higher the rental
growth rate the
higher the fair value
Expenses
growth
1.90% - 2.40%The higher the
expenses the lower
the fair value
Lease receivables
The Group owns rental property that it leases under non-cancellable operating lease agreements to external parties.
Leases reflect normal commercial arrangements with varying terms, escalation clauses and renewal rights.
The future minimum rental payments receivable under these leases is as follows:
Investment Property
$’000
20192018
Opening balance
8,464
8,464
Transfer from property, plant & equipment
859
-
Sale of investment property
(6,563)
-
Net gain / (loss) from fair value adjustment
208
-
Closing balance2,968
8,464
Lease receivables
$’000
20192018
Due within one year
174
855
One to two years
80
670
Two to five years
23
1,361
Total lease receivables277
2,886
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably.
Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs
in determining fair value. These are summarised in the table below:
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
5. EQUITY
5.1 Share capital
Ordinary shares are classified as capital, net of treasury stock.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Treasury stock
Shares purchased on market under the executive share scheme are treated as treasury stock on
acquisition at cost. On vesting to the employee, treasury stock shares are credited to equity and an
employee loan is recorded initially at fair value and subsequently at amortised cost.
Reserves
The asset revaluation reserve records revaluations of property, net of tax. The cash flow hedge reserve
records the fair value of derivative financial instruments, net of tax that meet the hedge accounting
criteria. The Share Option reserve is used to record the accumulated value of unvested share rights arising
from the executive share scheme which have been recognised in the statement of comprehensive income.
All shares are fully paid and rank equally.
5.2 Executive Share Scheme
Equity settled share-based compensation benefits are provided to employees in accordance with the Group’s
executive share scheme. The fair value of share rights granted under the scheme is recognised as an employee
benefit expense with a corresponding increase in equity. The fair value is measured at grant date and
recognised over the period during which the employees become unconditionally entitled to the share rights.
The fair value at grant date of the share rights are determined using a Black Scholes Pricing model that
takes into account the exercise price, the term of the share right, the vesting and performance criteria, the
non-tradable nature of the share right, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the share right.
At each balance date, the Group revises its estimate of the number of share rights that are expected to
become exercisable. The employee benefit expense recognised each period takes into account the most
recent estimate.
Upon the vesting of share rights, the balance of the share option reserve relating to the share rights is
transferred to retained earnings.
2019201820192018
Shares
Shares
$000’s
$000’s
Balance at beginning of year59,185,563
58,947,301
27,818
27,270
Purchase of treasury stock
-
(212,253)
-
(800)
Sale of teasury stock
267,735
183,918
1,289
606
Dividends
-
-
160
177
Share options exercised
76,529
266,597
173
725
Gain on sale of treasury stock transferred to
retained earnings
-
-
(466)
(160)
Balance at end of year59,529,827
59,185,563
28,974
27,818
Representing:
Share capital
59,649,061
59,649,061
29,279
29,279
Treasury stock (net of dividends)
(119,234)
(463,498)
(305)
(1,461)
Total59,529,827
59,185,563
28,974
27,818
Contributed equity
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
40
41
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
The Company operates an employee share scheme for certain senior executives to purchase ordinary shares
in the Company.
The Company provides the employees with limited recourse loans on an interest free basis to assist
employees’ participation.
The loans are applied to purchase shares on market and the shares are treated as treasury stock.
The loan amount is the total market value of the shares plus any commission applicable on the date of purchase.
Any dividends payable on the shares are applied towards the repayment of the advance.
Shares purchased under the scheme are held by two Directors as custodians and vest three years from the
date of purchase. In the event the employee leaves the company during the vesting period, the loan is repaid
by selling the shares on market. Any gain or loss arising from the sale of shares is included in equity. Refer to
note 5.1 for further detail on treasury stock.
In accordance with NZ IFRS 2 this scheme is an equity-settled scheme.
There were no share issues during the 2019 financial year. The model inputs for shares issued during the year
ended 1 August 2018 included a share issue price ranging between $3.31 - $4.65, an expected price volatility
of 30%, a risk free interest rate ranging between 2.2% - 2.7% and an estimated 3 year vesting period.
Executive share schemeYEAR ENDED 1 AUGUST 2019YEAR ENDED 1 AUGUST 2018
Number
of shares
Purchase /
(sale) price
Number
of shares
Purchase /
(sale) price
Balance at beginning of financial year
463,498
701,760
Purchased on market during the year
--
212,2533.77
Forfeited during the year
(267,735) (4.81)
(183,918) (3.30)
Exercised during the year
(76,529)
(266,597)
Balance at end of financial year
119,234
463,498
Percentage of total shares held by scheme
0.20%
0.78%
5. EQUITY (CONTINUED)
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
6. TAXATION
6.1 Income tax expense
The statement of comprehensive income and statement of cash flows have been prepared so that all
components are stated exclusive of GST. All items in the statement of financial position are stated net of
GST, with the exception of receivables and payables, which include GST invoiced.
Goods and Services Tax (GST)
The income tax expense or revenue for the period is the tax payable or receivable on the current period’s
taxable income based on the notional income tax rate for each jurisdiction, adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets
and liabilities and their carrying amounts in the financial statements and unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted
or substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative
amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.
An exception is made for certain temporary differences arising from the initial recognition of an asset or
a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they
arose in a transaction, other than a business combination, that at the time of the transaction did not affect
either accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in operations where the company is able to control the timing of
the reversal of the temporary differences and it is probable that the differences will not reverse in the
foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
Income tax expense
$’000
20192018
The tax expense comprises:
Current tax expense
11,370
10,924
Deferred tax expense (note 6.2)
– Future tax benefit current year
(493)
(215)
– Opening balance adjustment
(455)
-
Total income tax expense10,422
10,709
Reconciliation of income tax expense to tax rate applicable to profits
Profit before income tax expense
39,442
38,070
Tax at 28% (2018: 28%)
11,044
10,660
Tax effect of:
– Income not subject to tax
(346)
-
– Expenses not deductible for tax
80
49
– Adjustment due to different rate in different jurisdictions
99
-
– Opening balance adjustment
(455)
-
Total income tax expense10,422
10,709
The effective tax rate for the year was 26.4% (2018: 28.1%). The Group has no tax losses (2018: Nil)
and no unrecognised temporary differences (2018: Nil).
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
42
43
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
The tax (charge)/credit relating to components of other comprehensive income are as follows:
The above amounts represent the balance of the imputation account as at the end of the reporting period,
adjusted for:
• Imputation credits that will arise from the payment of the provision for income tax;
• Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting
date; and
• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date
$’00020192018
BEFORE
TAX
TAX
(CHARGE)
/ CREDITAFTER TAX
BEFORE
TAX
TAX
(CHARGE)
/ CREDITAFTER TAX
Gains (net of tax) on revaluation
of land and buildings
1,9128982,810
---
Fair value gain / (loss) (net of tax)
in cash flow hedge reserve
(882)238(644)
4,712(1,319)3,393
Increase in share option reserve
98-98
124-124
6.2 Deferred tax
$’000
20192018
Amounts recognised in profit or loss
Depreciation
1,058
149
Amortisation - fixed rent
438
354
Provisions and accruals
1,069
764
2,565
1,267
Amounts recognised directly in equity
Asset revaluation reserve
898
-
Cash flow hedges
(439)
(677)
Adjustment to retained earnings
-
350
Total amount recognised3,024
940
Movements
Balance at beginning of year
940
2,044
Credited/(charged) to the income statement
948
215
Credited/(charged) to equity
1,136
(1,319)
Balance at end of the year3,024
940
6.3 Imputation credits
$’000
20192018
Imputation credits available for subsequent reporting periods
14,167
18,024
6. TAXATION (CONTINUED)
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
7. OTHER
7.1 Employee benefits
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the reporting date are recognised in other payables in
respect of employees’ services up to the reporting date and are measured at the amounts expected to be
paid when the liabilities are settled. Liabilities for non accumulating sick leave are recognised when the
leave is taken and measured at the rates paid or payable.
7.2 Capital expenditure commitments
7.3 Contingencies
Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business
on which no loss is anticipated are as follows:
Letters of credit
Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of
the same value representing inventories purchased.
7.4 Related party transactions
During the year, the Company advanced and repaid loans to its subsidiaries by way of internal current
accounts. In presenting the financial statements of the Group, the effect of transactions and balances
between fellow subsidiaries and those with the Parent have been eliminated. All transactions with related
parties were in the normal course of business and provided on commercial terms.
The Group undertook transactions with the related interests of the majority shareholder as detailed below:
Employee benefits
$’000
20192018
Holiday pay accrual and other benefits
4,775
4,786
20192018
T C Glasson
Rent on retail premises based on independent valuations
2,070
2,088
Employee benefits
$’000
20192018
Commitments in relation to store fitouts and warehouse construction
2,688
3,867
Contingencies
$’000
20192018
Financial guarantee
678
-
Bank guarantee provided to the New Zealand Stock Exchange Limited
75
75
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
44
45
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:
RELATED PARTY TRANSACTIONS
DIRECTORS’ FEESDIVIDENDS
$’000
2019201820192018
Mr T C Glasson
90
79
4,893
4,115
Mr W J Bell
135
120
8
7
Ms K Bycroft
95
88
-
-
Mr M Donovan
85
79
41
34
Mr G Popplewell
85
62
83
70
Mr M Ford
105
90
4
3
Ms M Devine
*
60
-
-
-
Payments to Mr G Popplewell
$’000
20192018
Consulting fees
48
17
$’000
20192018
Short term employee benefits
3,120
3,891
Termination benefits
546
-
Share scheme benefit
98
124
*
Ms M Devine received Directors’ Fees up to 1 April 2019, the date which she was appointed Group Managing
Director. From this date, short term employee benefits paid to Ms M Devine are included in key management
compensation below.
Key management compensation was as follows:
7. OTHER (CONTINUED)
The company operates an employee share scheme for certain senior executives which is outlined in note 5.2.
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
7.5 Financial risk management
Fair value estimation
Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to measure
fair value. The different levels have been defined as follows:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1)
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2)
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
(Level 3)
The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the
event or change in circumstances that caused the transfer.
The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair value
of financial instruments that are not traded in an active market (for example, over-the-counter derivatives)
is determined by using valuation techniques. These valuation techniques maximise the use of observable
market data where it is available and rely as little as possible on entity specific estimates. If all significant
inputs required to fair value an instrument are observable, the instrument is included within Level 2. Under
Level 2 the Group holds forward foreign exchange contracts. The fair value of these forward foreign exchange
contracts is determined using forward exchange rates at the balance sheet date, with the resulting value
discounted back to present value. Refer to note 7.5.4.
The Group’s land and buildings within property, plant and equipment and investment property is classified as
Level 3 in the fair value hierarchy as one or more of the significant inputs into the valuation are not based on
observable market data. Refer to notes 4.2 and 4.3 for more information.
Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently re-measured to their fair value. The method of recognising the resulting gain or loss depends on
whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
The company designates certain derivatives as either; (1) hedges of the fair value of recognised assets or
liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast transactions (cash
flow hedges).
The Group documents at the inception of the transaction the relationship between hedging instruments
and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions have been and will continue to be highly
effective in offsetting changes in fair values or cash flows of hedged items.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective
portion is recognised immediately in the profit and loss component of Statement of Comprehensive Income.
Amounts accumulated in equity are recycled in the Statement of Comprehensive Income in the periods when
the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place).
However, when the forecast transaction that is hedged results in the recognition of a non-financial asset
(for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are
transferred from equity and included in the measurement of the initial cost or carrying amount of the asset
or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for
hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in the Statement of Comprehensive Income. When a
forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is
immediately transferred to the profit and loss component of the Statement of Comprehensive Income.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these
derivative instruments are recognised immediately in the Statement of Comprehensive Income.
7. OTHER (CONTINUED)
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46
47
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
7.5.1 Financial risk factors
The Group’s activities expose it to various financial risks including, liquidity risk, credit risk, and market risk
(including currency risk and cash flow interest rate risk). The Group’s risk management strategy is to minimise
adverse effects on Comprehensive Income. Derivative financial instruments are used to hedge currency risk.
7.5.2 Liquidity risk
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow.
At balance date, the Group had $16.506 million (2018: $17.453 million) in cash reserves and accordingly,
management consider liquidity risk to be relatively low.
The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity
groupings based on the remaining period from the statement of financial position to the contractual maturity
date. The cash flow hedge “outflow” amounts disclosed in the table are the contractual undiscounted cash
flows liable for payment by the Group in relation to all forward foreign exchange contracts in place at balance
date. The cash flow hedge “inflow” amounts represent the corresponding inflow of foreign currency back to
the Group as a result of the gross settlement on those contracts, converted using the spot rate at balance
date. The carrying value shown is the net amount of derivative financial liabilities and assets as shown in the
statement of financial position.
Trade payables are shown at carrying value in the table. No discounting has been applied as the impact of
discounting is not significant.
AS AT 1 AUGUST 2019
$’000
LESS THAN 3
MONTHS
3-12
MONTHSTOTAL
CARRYING
VALUE
Trade and other payables
20,908-20,90820,908
20,908-20,90820,908
Forward foreign exchange contracts
Cash flow hedges:
- Outflow
(19,129)(26,586)(45,715)(45,715)
- Inflow
19,89927,46847,36747,249
Net
7708821,6521,534
AS AT 1 AUGUST 2018
$’000
LESS THAN 3
MONTHS
3-12
MONTHSTOTAL
CARRYING
VALUE
Trade and other payables
16,283-16,28316,283
16,283-16,28316,283
Forward foreign exchange contracts
Cash flow hedges:
- Outflow(16,007)(24,519)(40,526)(40,526)
- Inflow17,08625,89542,98142,943
Net1,0791,3762,4552,417
7. OTHER (CONTINUED)
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
7.5.3 Credit risk
Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting
in financial loss to the Group. The Group incurs credit risk from trade receivables and transactions with
financial institutions. The Group places its cash, short-term investments and derivative financial instruments
with high credit quality financial institutions. Retail sales are predominantly settled in cash or by using major
credit cards. 0.2% (2018: 0.2%) of sales give rise to trade receivables. This maximum exposure to credit risk is
the carrying amount of trade receivables.
Concentration of credit risk with respect to debtors is limited due to the large number of customers included
in the Group’s customer base.
The Group does not require collateral or other security to support financial instruments with credit risk.
7.5.4 Market risk
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US
dollar with the purchase of inventory from overseas suppliers.
The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is
reviewed on a regular basis, and management report monthly to the Board to confirm policy is adhered
to. All committed foreign currency requirements are fully hedged, and approximately 50% (2018: 60%) of
anticipated foreign currency requirements are hedged on a rolling twelve month basis.
The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk
arising from future purchases.
Forward exchange contracts – cash flow hedges
These contracts are used for hedging committed or highly probable forecast purchases of inventory. The
contracts are timed to mature during the month the inventory is shipped and the liability settled. The cash
flows are expected to occur at various dates within one year from balance date.
When forward exchange contracts have been designated and tested as an effective hedge the portion of
the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly
in equity. These gains or losses will be released in the profit and loss in the Statement of Comprehensive
Income at various dates over the following year as the hedged risk crystallises.
At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$45.715
million (2018: NZ$40.526 million), primarily in US Dollars. At balance date these contracts are represented
by assets of $1.534 million (2018: $2.417 million). When foreign exchange contracts are not designated and
tested as an effective hedge, the gain or loss on the foreign exchange contract is recognised in the profit and
loss in the Statement of Comprehensive Income.
At balance date there are no such contracts in place (2018: $Nil).
Interest rate risk
The Group has no interest bearing liabilities. Exposure to interest rate risk arises only from the impact on
income from operating cash flows as a result of interest bearing assets, such as cash deposits.
Sensitivity analysis
Based on historical movements and volatilities and management’s knowledge and experience, management
believes that the following movements are ‘reasonably possible’ over a 12 month period:
• Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD)
against the USD, from the year end rate of $0.6553 (2018: $0.6789)
• Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD)
against the AUD, from the year end rate of $0.9571 (2018: $0.9173)
• A parallel shift of +1% / -1% in the market interest rates from the year end deposit rate of 1.00%
(2018: 1.75%)
7. OTHER (CONTINUED)
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48
49
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
AS AT 1 AUGUST 2019INTEREST RATEFOREIGN EXCHANGE RATE
-1% +1%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
16,506(165)(165)1651651,0691,069(875)(875)
Accounts receivable
1,652--------
Advances to employees
372--------
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
20,908----(895)(895)733733
Derivatives used for hedging
Derivatives designated as
cash flow hedges (forward
foreign exchange contracts)
1,534-----3,874-(3,015)
Total increase / decrease(165)(165)1651651744,048(142)(3,157)
AS AT 1 AUGUST 2018INTEREST RATEFOREIGN EXCHANGE RATE
-1% +1%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
17,453(175)(175)175175638638(522)(522)
Accounts receivable
182--------
Advances to employees
464--------
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
16,283----(703)(703)575575
Derivatives used for hedging
Derivatives designated as
cash flow hedges (forward
foreign exchange contracts)
2,417-----3,467-(2,785)
Total increase / decrease
(175)(175)175175(65)3,40253
The parent is not exposed to any interest rate or foreign exchange risk.
If these movements were to occur, the post-tax impact on profit and loss and equity for each category of
financial investment:
7. OTHER (CONTINUED)
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
7.5.5 Capital risk management
The Group’s objectives when managing capital are to maximise the value of shareholder equity and ensure that
the Group continues to safeguard its ability to continue as a going concern. Group capital consists of share
capital, reserves and retained earnings. In order to meet these objectives, the Group may adjust the amount of
dividend payment made to shareholders. The Group has no specific banking or other arrangements which require
that the Group maintain specific equity levels.
7.6 Events subsequent to balance date
Subsequent to year end, the Board has resolved to pay a final dividend of 24.0 cents (2018: 24.0 cents) per share
(fully imputed). The dividend will be paid on 17th December 2019 to all shareholders on the Company’s register as
at 5:00pm, 10th December 2019.
7.7 Standards, amendments and interpretations to existing standards
There were two new standards adopted during the year:
NZ IFRS 9: Financial Instruments (Effective date: periods beginning on or after 1 January 2018)
NZ IFRS 9, ‘Financial instruments’, addresses the classification, measurement and recognition of financial
assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for
financial assets. The Group notes the following impacts from the adoption of the new standard on 2 August 2018.
Comparative figures have not been restated in accordance with the transitional provisions of in NZ IFRS 9.
There is no impact on the Group’s accounting for financial liabilities as the new requirements only affect the
accounting for financial liabilities that are designated at fair value through profit or loss and the Group does
not have such liabilities. The derecognition rules have been transferred from NZ IAS 39 Financial Instruments:
Recognition and Measurement and have not been changed.
The new hedge accounting rules align the accounting for hedging instruments more closely with the Group’s risk
management practices. The Group’s risk management strategies and hedge documentation have been updated
to align with requirements of NZ IFRS 9 from 2 August 2019. The Group’s current hedge relationships qualify
as continuing hedges upon the adoption of NZ IFRS 9. Under NZ IFRS 9 the Group’s forward foreign exchange
contracts are accounted for using the forward rate approach, whereby the hedged risk is designated as being
changes in the forward rate, with changes in the full fair value of the forward contracts being accounted for
through other comprehensive income (to the extent the hedge is effective). There has not been a significant
change on the Group’s accounting treatment for its hedging relationships. The nature and extent of the Group’s
disclosure has been incorporated within these consolidated financial statements for the year ended 1 August 2019.
The new impairment model requires the recognition of impairment provisions based on expected credit losses
(ECL) rather than only incurred credit losses as per NZ IAS 39. Based on the Group’s assessment of historical
provision rates and forward-looking analysis, there is no expected financial impact on the impairment provisions.
NZ IFRS 15: Revenue from contracts with customers (Effective date: periods beginning on or after 1 January 2018)
NZ IFRS 15, ‘Revenue’ from contracts with customers’ deals with revenue recognition and establishes principles
for reporting useful information to users of financial statements about the nature, amount, timing and uncertainty
of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a
customer obtains control of a good or service and thus has the ability to direct the use and obtain the benefits
from the good or service. The standard replaces NZ IAS 18 ‘Revenue’ and NZ IAS 11 ‘Construction contracts’ and
related interpretations. The standard permits either a full retrospective or a modified retrospective approach for
adoption. The Group has taken a full retrospective approach and no practical expedients have been applied.
Adoption of NZ IFRS 15 has given rise to the reclassification of delivery fees charged to customers. Delivery fees
charged to customers are considered to be part of the same performance obligation as the sale of the goods, as
control of the goods only passes to customers when they physically receive the goods. Previously, the delivery
fees charged to customers by the Group have been offset against the delivery costs incurred by the Group, and
the net cost has been shown under selling expenses. Under NZ IFRS 15, it has been determined that control of the
goods does not pass to the customer until delivery, because the customer cannot use or otherwise benefit from
the goods until obtaining possession of the goods, which occurs on delivery.
7. OTHER (CONTINUED)
(2,732)
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
50
51
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
The reclassification has the following effects in the year ended 1 August 2019:
• Increases sales revenue and receipts from customers by the amount of the delivery fees charged by the
Group to customers by $0.86 million
• Increases selling expenses by $0.86 million
• Increases payment made to suppliers by $0.6 million
The Group’s income statement for the comparative period shown in these consolidated financial statements
has been restated to reflect the reclassification outlined above. A reconciliation showing the adjustments
made to the income statement to restate the prior period comparatives is shown below:
As a result of the above reclassification the statement of cashflows for the year ended 1 August 2018 has
been restated to increase receipts from customers and payments made to suppliers by $0.56 million.
New accounting standards, amendments and interpretations to existing standards that are not yet
effective, and have not been early adopted by the Group, are:
NZ IFRS 16: Leases (Effective date: periods beginning on or after 1 January 2019)
NZ IFRS 16, ‘Leases’, replaces the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange
for consideration. Under NZ IAS 17, a lessee was required to make a distinction between a finance lease (on
balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease
liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included is an
optional exemption for certain short-term leases and leases of low-value assets; however, this exemption can only
be applied by lessees. For lessors, the accounting for leases under NZ IFRS 16 is almost the same as NZ IAS 17.
However, the guidance on the definition of a lease has been updated (as well as the guidance on the combination
and separation of contracts), lessors will also be affected by the new standard.
From the date of adoption, the income statement will also be impacted by the removal of operating lease
expenses, the recognition of an interest expense applicable to the future lease payment obligations and the
recognition of a depreciation expense in respect of the ROU asset.
2018
INCREASE /
(DECREASE)
2018
(RESTATED)
$’000
Sales revenue
277,642555278,197
Cost of sales
(107,567)
-(107,567)
Gross profit
170,075555170,630
Other operating income
820820
Selling expenses
(98,937)(555)(99,492)
Distribution expenses
(7,601)-(7,601)
Administration expenses
(26,538)-(26,538)
Total expenses
(133,076)(555)(133,631)
Operating profit
37,819-37,819
Finance income
251-251
Profit before income tax
38,070-38,070
Income tax expense
(10,709)-(10,709)
Net profit after tax attributable to the
shareholders of the Holding Company
27,361-27,361
7. OTHER (CONTINUED)
Notes to the Financial Statements
FOR THE YEAR ENDED 1 AUGUST 2019
NZ IFRS 16 will change the accounting for the Group’s operating leases and the recognition, measurement
and presentation of certain amounts recognised in the balance sheet and income statement. As at
reporting date, the Group had non-cancellable operating lease commitments of $96.6 million (refer Note
4.1). On adoption, NZ IFRS 16 will have a significant impact on the Group’s consolidated balance sheet and
consolidated income statement.
The Group uses a property system to manage its lease portfolio which also provides calculations showing
the financial impact of the new standard as at 2 August 2019, being the date of adoption. Management were
required to make various key judgements, including:
• The incremental borrowing rate used to discount lease assets and liabilities;
• The lease term including potential rights of renewals;
• Foreign exchange conversion rates; and
• Application of practical expedients and recognition exemptions allowed by the new standard, including in
respect of low value assets and short-term lease exemptions.
The Group’s process to date highlights that the potential impact based on the current lease agreements is
expected to be material to the consolidated balance sheet on the date of adoption (being 2 August 2019),
with impacts on the following line items:
• Recognition of a right of use asset of approximately $78 million;
• Recognition of a lease liability of approximately $85 million; and
• A reduction in other payables of approximately $7 million
The Group has applied the practical expedient for short term leases, and therefore this estimate excludes
leases that expire within 12 months from the balance date of this report, being 1 August 2019. Costs relating
to these leases will continue to be recognised in the income statement within selling expenses.
Management is in the process of assessing the deferred tax implications on the date of adoption. In addition
to the above and subject to issuance of specific guidance from the accounting standard setters, it is
expected that a deferred taxation asset of approximately $2 million will be recognised at 2 August 2019.
The impact on the consolidated income statement for the period ended 1 August 2020 is expected to be:
• Decrease in store expenses (operating lease rental expense) of approximately $21 million;
• Increase in depreciation expense of approximately $20 million; and
• Increase in finance costs (interest expense) of approximately $3 million.
The above has no cash effect to the Group and the change is for financial reporting purposes only.
Current estimates are likely to change at time of adoption and for the period ended 1 August 2020, mainly
due to:
• Finalisation of management’s judgements and subsequent movements in the inherent borrowing rate
(interest rates);
• New lease contracts entered into by the Group;
• Any changes to existing lease contracts; and
• Change in management’s judgement to exercise rights of renewals under lease agreements
The Group will adopt the simplified transition approach under NZ IFRS 16 on its effective date being for the
year ended 1 August 2020, and will not restate comparative amounts for the period prior to first adoption.
7. OTHER (CONTINUED)
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53
General Disclosures
Board of Directors
Directors of the Company in office at the end of the year or who ceased to hold office during the year:
Principal activities of the Group
Hallenstein Glasson Holdings Limited is a non-trading Holding Company. The principal trading subsidiaries
are Glassons Limited, Glassons Australia Ltd (involved in the retail of women’s apparel), Hallenstein Bros
Limited and Hallenstein Brothers Australia Limited (retail of men’s apparel). The subsidiaries are 100%
owned by Hallenstein Glasson Holdings Limited.
General Disclosures
Review of operations
(a) Consolidated results for the year ended 1 August 2019
Directors
(a) Remuneration and all other benefits
(b) Dividend
An interim dividend of 20.0 cents per share together with a supplementary dividend of 3.5294 cents per
share to non-resident shareholders was paid on 18th April 2019.
Subsequent to balance date the Directors have declared a final dividend of 24.0 cents per share payable 17th
December 2019. Non-resident shareholders of the Company will also receive a supplementary dividend of
4.2353 cents per share. Dividends are fully imputed to New Zealand resident shareholders.
* Ms Devine received Directors’ Fees up to 1 April 2019, the date which she was appointed Group Managing
Director. From this date, short term employee benefits paid to Ms Devine are included in the other
payments/benfits above.
(b) Shareholdings
$’000
20192018
Operating revenue
287,550278,197
Profit before income tax
39,442
38,070
Income tax
(10,422)
(10,709)
Profit for the year29,020
27,361
Remuneration of
Directors
20192018
$’000
DIRECTORS
FEES
OTHER
PAYMENTS/
BENEFITS
TOTAL
REMUNERATION
DIRECTORS
FEES
OTHER
PAYMENTS/
BENEFITS
TOTAL
REMUNERATION
Mr T C Glasson90907979
Mr W J Bell
135135
120120
Mr M Donovan
8585
7979
Mr M Ford
105105
9090
Mr G Popplewell
8548133
621779
Ms K Bycroft
9595
8888
Ms M Devine
*
60251311
---
Total655299954
51817535
Beneficially held20192018
W J Bell7,64320,143
T C Glasson
11,950,588
11,950,588
M J Donovan
100,000
100,000
G J Popplewell
203,604
203,604
M Ford
10,000
10,000
Non-beneficially held
M Ford and M J Donovan as custodians for Staff Share Scheme
119,234
463,498
DirectorQualifications / ExperienceSpecial Responsibilities
Warren James Bell
M Com CA. Appointed December 1986.
Mr Bell holds appointments on a number
of boards of both public and private
companies, and is a professional director.
Chairman of the Board
Non-executive Director
Timothy Charles Glasson
Founder of Glassons womenswear retail
chain. Appointed November 1985 on
merger with Hallensteins.
Non-executive Director
Michael John Donovan
ANZIM. Appointed May 1990. Founder
and Director of Wild Pair, and Lippy
retail stores.
Non-executive
Independent Director
Graeme James Popplewell
Former CEO, B Com FCA.
Appointed March 1985.
Non-executive Director
Malcolm Ford
Appointed June 2010.Background
includes 20 years experience in direct
sourcing particularly in Asia. Mr Ford also
has experience in brand management
across wholesale and retail markets.
Non-executive
Independent Director
Karen Bycroft
BSC, Postgrad Marketing. Appointed
November 2014. Background includes
25 years in Retail in the UK and
Australia with Marks and Spencer,
Sears, Woolworths, Spotlight and
Country Road. Experience in Strategy,
Marketing, and Leadership. Also an
Associate of Melbourne Business
School and Executive Coach.
Non-executive
Independent Director
Mary Devine
ONZM, BCom, MBA. Appointed to
the Board July 2018. Appointed
Group Managing Director April 2019.
Background includes experience in
corporate strategy, brand marketing
and multi-channel retailing.
Also a 20 year career in Managing
Director and executive roles in
private New Zealand companies.
Group Managing Director
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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55
General Disclosures
DATE
PURCHASE / (SALE)
NUMBER OF SHARES$
On Market Sale5/4/2019(6,486)(32,334)
On Market Sale8/4/2019(21,249)(106,750)
On Market Sale9/4/2019(18,000)(89,256)
On Market Sale10/4/2019(20,000)(99,516)
On Market Sale11/4/2019(20,000)(98,853)
On Market Sale12/4/2019(12,800)(58,933)
On Market Sale16/4/2019(12,000)(56,758)
On Market Sale17/4/2019(20,000)(94,991)
On Market Sale18/4/2019(20,000)(95,144)
On Market Sale23/4/2019(20,000)(94,147)
On Market Sale24/4/2019(20,000)(94,541)
On Market Sale26/4/2019(5,414)(25,803)
On Market Sale29/4/2019(20,086)(95,431)
On Market Sale30/4/2019(20,000)(94,873)
On Market Sale1/5/2019(20,000)(95,122)
On Market Sale2/5/2019(11,700)(56,357)
Transfer to employees
(off market)(76,529)
Mr W J Bell
On Market Sale14/5/2019(12,500)(61,125)
(c) Interests in share dealing
M Ford and M Donovan as Trustees for the share purchase scheme
e) Directors’ insurance
As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993
the Company has arranged Directors’ and Officers’ Liability Insurance that ensures Directors will incur no
monetary loss as a result of actions undertaken by them as Directors provided they act within the law.
(f) Directors’ and Officers’ use of company information
During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating
to use of Company information.
d) Disclosures of interests by Directors
W J Bell
Chairman St Georges Hospital Inc
Director Ryman Healthcare Group of Companies
Director Cyprus Enterprises and Meadow
Mushrooms Group of Companies
Director Sabina Ltd
Director Glasson Trustee Limited
Director 152 Hereford Limited
Director CHC Properties Ltd
Director Warren Bell Ltd
Director Poraka Ltd
M Donovan
Director Mike and Carol Donovan Trustee Limited
Director Donovan’s Limited
T C Glasson
Director Sabina Ltd
Director Mantles Ltd
Director Glasson Trustee Limited
Director CHC Properties Limited
Director JCG Trustee Limited
Director 152 Hereford Limited
Director SIG Trustee Limited
Trustee Hallenstein Glasson Staff Benefit Trust
M Ford
Trustee Hallenstein Glasson Staff Benefit Trust
K Bycroft
None
G J Popplewell
Trustee Hallenstein Glasson Staff Benefit Trust
General Disclosures
State of Affairs
The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period
under review are included in the Chairman’s Report and the audited Statement of Comprehensive Income.
Employee Remuneration
The number of employees with the Group (other than Directors) receiving remuneration and benefits above
$100,000 in relation to the year ended 1 August 2019 was:
Chief Executive and Managing Director Remuneration
The remuneration of the Chief Executive Officer and Group Managing Director for the year ended 1 August 2019 was:
The remuneration of the Chief Executive Officer comprised fixed and performance payments. Fixed
remuneration included a base salary, contributions to Kiwisaver, health insurance, car allowance and a
carpark. The Chief Executive Officer received a short-term incentive of $83,846. The STI was approved by
the Board and is linked to the Group’s financial performance against set targets. The Chief Executive Officer
resigned from 28 February 2019.
The remuneration of the Group Managing Director comprises fixed payments, and relates to the period
from 1 April 2019 to 1 August 2019. Fixed remuneration includes a base salary, contributions to Kiwisaver,
car allowance and a carpark.
Remuneration to Auditors
The fee for the audit of the Holding Company and subsidiaries, paid to PricewaterhouseCoopers, was $145,000.
Employee Remuneration
100,000-109,999
110,000-119,999
120,000-129,999
130,000-139,999
140,000-149,999
160,000-169,999
170,000-179,999
180,000-189,999
190,000-199,999
200,000-209,999
210,000-219,999
220,000-229,999
230,000-239,999
240,000-249,999
250,000-259,999
280,000-289,999
310,000-319,999
340,000-349,999
350,000-359,999
370,000-379,999
380,000-389,999
390,000-399,999
400,000-409,999
500,000-509,999
540,000-549,999
570,000-579,999
650,000-659,999
1,150,000-1,159,999
1,190,000-1,199,999
1,360,000-1,369,999
2019
6
4
4
3
4
1
2
2
2
2
2
1
1
2
1
-
1
-
1
1
2
1
-
-
1
1
-
1
-
-
2018
5
3
2
4
5
-
2
2
1
3
3
1
1
1
1
1
-
2
-
-
-
-
3
1
-
-
1
-
1
1
SALARYKIWISAVER
SHORT-TERM
INCENTIVE
OTHER
BENEFITS
TOTAL
REMUNERATION
CEO – Mark Goddard495,26032,83183,84627,136639,073
Group Managing
Director – Mary Devine233,3337,290-10,571251,194
M Devine
Director Meridian Energy Ltd
Director Foodstuffs South Island Ltd
Director Foodstuffs New Zealand Ltd
Director Devine Consultancy (2014) Ltd
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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57
Corporate Governance Statement
The Board of Directors of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining the
highest standards of corporate governance. This statement gives an overview of the policies and processes
that are in place throughout the Company and how best-practice standards of corporate governance are
followed. This statement is current as 27 September 2019 and follows the principles outlined in the
NZX Corporate Governance Code (the Code) and outlines how HGHL is applying the recommendations
in the code or where it is not currently following certain code recommendations (and the reason for this).
The key HGHL corporate governance policy documents including the Board and Board committee charters
are available at www.hallensteinglasson.co.nz/investment-centre.
Principle 1 – Code of Ethical Behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
Code of Ethics
The Board is committed to the highest standards of conduct and ethical behaviour in all business activities,
and has adopted a code of ethics to promote and support a culture of honest and ethical behaviour,
corporate compliance and good corporate governance.
The Code of Ethics sets out the standards of conduct expected of the Directors, senior management
and employees in carrying out their day to day duties. This code provides a guide to the conduct that is
consistent with the Company’s values, business goals and legal obligations. The code contains the internal
reporting procedures for any breaches.
New employees receive a copy of the Code of Ethics as part of their induction and it is available on the
Group’s website. The Board reviews the Code of Ethics annually.
Financial Product Trading Policy
HGHL is committed to transparency and fairness in dealing with all of its stakeholders and to ensuring adherence
to all applicable laws and regulations. The Financial Product Trading Policy details the Company’s policy in
relation to trading HGHL shares and includes restrictions on and procedures for Directors and employees.
The policy details the procedure which must be followed when Directors and senior management (or their
related parties) wish to trade in the Company’s shares. They must notify HGHL and obtain consent prior to
trading in HGHL shares, and are only permitted to trade within the periods of two windows. These windows
are from the day on which HGHL’s half year results are released (during March) and 1 July and between the
full year announcement (during September) and 1 January. Trading by an individual holding non-public
material information about the Company is prohibited.
Directors or senior managers must advise the NZX promptly if they trade in the company’s shares within the
timeframes required by law.
Principle 2 – Board composition and performance
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and
perspectives.”
The Board
The Board of Directors is elected by shareholders to oversee the management of the Company and is
responsible for all corporate governance matters and reporting to shareholders. The Board has adopted a
Board Charter which sets out the roles and responsibilities of the Board and outlines how this interacts with
the role of the Group’s management. The Board Charter is available on the Group’s website.
The Board establishes the Company’s objectives, determines the strategies for achieving those objectives,
and monitors management performance. It also establishes delegated authority limits for capital expenditure,
treasury, and remuneration.
Glassons and Hallensteins operate as separate subsidiaries, each with its own management team. The Board
delegates the responsibility for the day-to-day management of each subsidiary to the management of that
subsidiary. The Board is responsible for the appointment of, and assessment of the performance of, the
Group Managing Director and the members of the senior management team.
The Board meets at least ten times each year, and in addition a full corporate strategy meeting is held each
year. Directors receive monthly reporting including detailed financial reporting for each operating subsidiary,
together with operations reports from the senior executive from each business unit.
Corporate Governance Statement
Board membership
At the date of this annual report the Board comprises six non-executive Directors and one executive Director
(being Mary Devine, the Group Managing Director). The Chairperson is a non-executive Director and is a
different person to the Group Managing Director for the purposes of Code Recommendation 2.9.
Independent Directors at the date of this report are:
Michael Donovan
Malcolm Ford
Karen Bycroft
Other non-executive Directors are:
Warren Bell (Chairman)
Timothy Glasson
Graeme Popplewell
Executive Director is:
Mary Devine
Although the Board does not currently comprise a majority of independent Directors (Code Recommendation
2.8), since Mary Devine was appointed as Group Managing Director 1 April 2019, the Board is of the view it has
an optimal mix of skills and experience to govern the Group. The high proportion of non-executive Directors
allows for robust oversight of the management of the Group and the Board is satisfied that it operates in an
effective independent manner notwithstanding a number of its Directors are technically considered to not be
independent for the purpose of the NZX Listing Rules.
Under the NZX Listing Rules a Director must not hold office past the later of three years and the third annual
meeting after their appointment without being re-elected by shareholders.
The Board may at any time appoint a person to be a Director either as an additional Director or to fill a casual
vacancy. Any person who is appointed a Director by the Board shall retire from office at the next annual
meeting of the Company, but shall be eligible for election by shareholders at that next meeting.
A list of the Directors and their profiles, experience and qualifications is on page 54 of this report.
A list of their relevant ownership interests is on page 55 of this report.
Nomination and appointment of Directors
The Nominations Committee identifies suitably qualified people who could be considered for nomination
or appointment as a Director in the event of a vacancy on the Board. The Nominations Committee Charter
includes guidelines relating to Board composition, considerations for new Director appointments and the
process by which potential Directors are nominated and assessed. All new Directors will enter into a written
agreement with HGHL setting out the terms of their appointment.
Diversity
HGHL believe that all eligible people get an equal opportunity and are all treated fairly regardless of backgrounds,
views, experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age, thinking
style or preferences. The company has adopted a Diversity and Inclusion Policy that ensures it is continually
developing a work environment that supports equality and inclusion regardless of difference.
In accordance with HGHL’s Diversity and Inclusion Policy, the Board has established measurable objectives,
including Senior Management gender diversity, and is making good progress in achieving these objectives.
The Board has responsibility for implementing, reviewing, reporting and overseeing the policy.
Details of gender composition of the Group’s Directors and senior managers as at the balance date are as follows:
Gender diversity as at 1 August20192018
Directors
Female
2
2
Male
5
5
Officers
Female
1
1
Male
4
6
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Corporate Governance Statement
The Board will ensure that new Directors are appropriately inducted to their role. Continuous education is
also undertaken by Directors as appropriate to ensure sure that they have skills that are relevant and up to
date, and that allow them to perform their role as Directors.
The Board evaluates its own performance and that of its committees annually. The Chairperson also meets
with Directors individually to discuss their individual performance during the year.
Principle 3 – Board Committees
“The Board should use committees where this will enhance effectiveness in key areas, while retaining Board
responsibility.”
Remuneration Committee
The Remuneration Committee is comprised of non-executive members of the Board, and is chaired by Tim
Glasson. The other members of the Committee are Warren Bell and Michael Donovan. The function of the
Committee is to make specific recommendations on remuneration packages and other terms of employment
for Directors and senior management. Management may only attend Committee meetings at the Committee’s
invitation. The Committee utilises independent advice where necessary to ensure remuneration practices are
appropriate for the Company, and to ensure the best possible people are recruited and retained. Although the
Committee does not currently have a majority of independent Directors in line with Code recommendation
3.3, and did not during the accounting period, the Board believes the current membership has an optimal mix
of skills and experience to ensure the Committee achieves its objectives. In addition, the Committee makes
recommendations to the full Board for consideration.
The Remuneration Committee Charter is available on the Group’s website.
Audit Committee
The Audit Committee is comprised of non-executive members of the Board, and is chaired by Malcolm Ford.
The other members of the Committee are Warren Bell and Graeme Popplewell. Although the Committee
does not currently have a majority of independent Directors in line with Code recommendation 3.1, and did
not during the accounting period, the Board believes the current membership has an optimal mix of skills and
experience to ensure the Committee achieves its objectives. The Committee meets directly with the external
auditors at least twice a year, and receives all correspondence between the Company and its auditors. The
main responsibility of the Committee is to ensure internal controls are effective, financial reporting is reliable,
and applicable laws and regulations are complied with. Management may only attend Committee meetings
at the Committee’s invitation.
The Audit Committee Charter is available on the Group’s website.
Nominations Committee
The Nominations Committee is comprised of non-executive members of the Board, and is chaired by
Mr Michael Donovan. The other members of the Committee are Timothy Glasson and Warren Bell. When
appropriate, the Committee will make recommendations to the Board on the appointment of Directors.
The Nominations Committee Charter is available on the Group’s website. Although the Committee does not
currently have a majority of independent Directors in line with Code recommendation 3.4, and did not during
the accounting period, the Board believes the current membership has an optimal mix of skills and experience
to ensure the Committee achieves its objectives.
Health and Safety Committee
HGHL has also established a Health and Safety Committee. The Committee is not a Committee of the Board,
although its members include Directors as well as employees of the Group.
The Committee is chaired by Ms Karen Bycroft. The Committee oversees the:
• Group’s existing health and safety systems and processes
• Approval of health & safety policies and procedures for the Group
• Monitoring of any incidents, hazards and risks within the Group’s business
• Communication to the Board on health and safety matters and ensures the Board is informed on matters
relating to health and safety governance, performance and compliance
• Regular assessments on health and safety systems
• The Health and Safety Committee Charter is available on the Group’s website
Takeover Response
The Board has implemented protocols that set out the procedures to be followed if a takeover offer is
received by HGHL.
Corporate Governance Statement
Principle 4 – Reporting and Disclosure
“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance
of corporate disclosures.”
Financial reporting to shareholders and the market is in accordance with generally accepted accounting
principles applied in New Zealand, and in compliance with relevant legislation and NZX requirements.
The Group’s Sustainability report is on page 10. The Group has appointed a sustainability steering group
to consider risks on environmental, social and governance factors. The steering group has developed the
current Group initiatives which include:
• Significantly reduce HGHL’s environmental footprint;
• Zero tolerance to child / forced labour;
• Actively support freedom of association and non-discrimination
The Board is responsible for ensuring it meets its obligation for continuous disclosure in accordance with
the NZX Listing Rules and acknowledges that the intent of these rules is to enable shareholders and the
investment market generally to be promptly informed of any events that may be price sensitive in regards to
the Company’s share price.
The Board has adopted a market disclosure policy which outlines the obligations of HGHL and relevant HGHL
personnel in satisfying HGHL’s continuous disclosure requirements. A copy of the policy is available on the
Group’s website.
The Directors’ shareholdings, trading of shares, together with other relevant matters for disclosure are set
out on page 55 of this report.
All key corporate governance documents, including charters and policies, are available on the Group’s
website at www.hallensteinglasson.co.nz/about-us.
Principle 5 – Remuneration
“The remuneration of Directors and executives should be transparent, fair and reasonable.”
Details of Directors’ and Group Managing Director’s remuneration are shown on page 55 of this report.
Shareholders are asked to approve any increases to the pool of Directors’ fees from time to time as required
by the NZX Listing Rules. Fees are generally established using independent surveys covering New Zealand
based organisations of a similar scope and size.
Key executive remuneration comprises a base salary together with short term and long term incentives that
are based on performance which are earned subject to company profitability. The Remuneration Committee
seeks independent advice where appropriate when setting key executive remuneration.
HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of
all Non-executive Directors and senior management with the aim of ensuring that remuneration is fair and
appropriate. A copy of the policy is available on the Group’s website.
Details of the Group employees who have earned over $100,000 during the financial year and the Group
Managing Director’s remuneration are shown on page 57 of this report.
Principle 6 – Risk Management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.”
The Board is responsible for reviewing and approving the Company’s risk management strategy, and maintains
a risk framework that identifies and seeks to manage risks throughout the HGHL Group. It also seeks to
identify new and emerging risks to the HGHL Group through this framework. The Board delegates day-to-day
management of risk to the Group Managing Director who may further delegate such responsibilities to his or her
executives and other officers. Significant risks are discussed at Board meetings as required.
While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit
Committee reviews the reports of management and the external auditors on the effectiveness of systems
for internal control, financial reporting and risk management. To assist in discharging this responsibility, the
Board has in place a number of strategies designed to safeguard the Company’s assets and interests and to
ensure the integrity of reporting.
The company maintains insurance cover with reputable insurers for most types of insurance risk. All HGHL Group
Directors and senior managers have the benefit of an indemnity as permitted by the Companies Act 1993 and
HGHL’s constitution. The HGHL Group has also implemented Director and Officer (D&O) insurance cover at
HGHL’s cost. Details of these indemnities and insurance are disclosed in HGHL’s interests register as required.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
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Corporate Governance Statement
Health & Safety
The Company has health and safety systems and processes in place that include training employees and
recording any incidents, hazards and risks. These systems ensure we continue to provide a safe working
environment for staff, contractors and customers. HGHL has also established a Health and Safety Committee
as part of its commitment to protecting the health, safety and wellbeing of HGHL group employees – see
details of the Committee and its role above.
The Health & Safety Committee, along with senior management, is responsible for ensuring that Health
and Safety has appropriate focus and is sufficiently resourced within the Group. Senior management work
with the Health & Safety committee to investigate incidents, analyse hazard/ incident trends to identify and
mitigate potential health and safety risks and review, develop and monitor compliance with health and safety
processes and procedures. Health & Safety is a consistent item on the Board meeting agendas to keep all
Directors informed of the Group’s performance across a range of measures.
The Board and the Committee receive detailed reporting on health and safety performance including health
and safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health and
safety forum meetings. There has been minimal lost time due to incidents or injuries over the last financial
year. The company continues to work to mitigate risk both in store and in our Fulfilment Centres.
All staff are trained on Health & Safety procedures at induction, some examples of these include working
from height, manual lifting and personal safety. Registers are kept of potential hazards at each store and
regular reviews/audits of compliance with health and safety processes and procedures are carried out.
Particular focus is placed on safety in our Distribution Centres and regular risk assessments are carried out.
The Group also provides an Employee Assistance Programme to support with employee wellbeing.
Principle 7 – Auditors
“The Board should ensure the quality and independence of the external audit process.”
The Audit Committee is responsible for overseeing the external audit arrangements. Ensuring that external
audit independence is maintained is one of the key aspects in discharging this responsibility. An Audit
Independence Policy has been adopted by the Committee to assist in meeting this responsibility. The Audit
Independence Policy covers the following areas:
• Provision of related assurance services by the external auditors
• Auditor rotation
• Relationships between the auditor and the Company
• Approval of Auditor
The Audit Committee shall only recommend the appointment of a firm to be auditor if that firm would be
regarded by a reasonable investor with full knowledge of all relevant facts and circumstances as capable of
exercising objective and impartial judgement on all issues encompassed within the auditor’s engagement.
The Audit Committee must recommend the approval of significant permissible non-audit work assignments
that are awarded to an external auditor. A copy of the policy is available on the Group’s website.
The external auditors are required to be available at each annual meeting.
Internal Audit
The Company does not have an internal audit function. The Board is confident the key risks of the business
are being adequately managed and the internal control framework is operating effectively, including through
the risk identification and management processes outlined above.
Corporate Governance Statement
Shareholder Information
Principle 8 – Shareholders’ rights and relations
“The Board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.”
The company releases all material information to the NZX as required by the NZX Listing Rules, and
also posts any key announcements to the company website at www.hallensteinglasson.co.nz. Other key
information, including annual reports, the constitution and key corporate governance documents are also
posted for ease of reference. Consistent with best practice and the Company’s continuous disclosure
obligations under the NZX Listing Rules, external communications that may contain market sensitive data
are released through the NZX in the first instance. The Board approves all communications with shareholders.
Shareholders are provided with the option of receiving communications from the Company electronically.
The Company’s website includes a section on investor communications and the Company welcomes
investor enquiries.
Notice of the AGM is sent to shareholders and is posted on the company’s website at least 4 weeks prior
to the meeting.
The Company refers any significant matters, as required by the Companies Act and NZX Listing Rules, to
shareholders for approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead
of the meeting or by polling if attending the meeting in person.
Analysis of shareholding as at 27 September 2019
RANGE
HOLDER
COUNT
HOLDER
COUNT %
HOLDING
QUANTITY
HOLDING
QUANTITY %
1 to 4995539.41126,9340.21
500 to 9994647.90315,0520.53
1,000 to 1,9991,09218.581,422,7872.39
2,000 to 4,9991,79830.595,379,4669.02
5,000 to 9,99998816.816,401,17710.73
10,000 to 49,99986514.7214,845,55324.89
50,000 to 99,999711.214,696,8997.87
100,000 to 499,999370.636,576,27111.02
500,000 to 999,99950.093,281,0285.5
1,000,000 to 9,999,999,999,99940.0716,603,89427.84
Total5,877100.0059,649,061100
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
62
63
Shareholder Information
RankNameAddressUnits% of Units
1.
Timothy Charles GlassonPO Box 248, Christchurch, 814011,950,58820.03
2.
Accident Compensation
Corporation - NZCSD
c/- Jp Morgan Att Asset Services,
PO Box 5652, Wellington, 6140
1,882,2883.16
3
FNZ Custodians LimitedPO Box 396, Wellington, 61401,634,0362.74
4
National Nominees New
Zealand Limited - NZCSD
PO Box 105390, Auckland City,
Auckland, 1143
1,136,9821.91
5
HSBC Nominees (New
Zealand) Limited - NZCSD
PO Box 5947 Wellesley Street,
Auckland, 1141
921,3051.54
6
Citibank Nominees (New
Zealand) Limited - NZCSD
GPO Box 764G, Melbourne VIC,
Australia, 3000
656,8781.10
7
Forsyth Barr Custodians
Limited
Private Bag 1999, Dunedin, 9054637,8451.07
8
Kevin James Hickman +
Joanna Hickman + John
Anthony Callaghan
PO Box 79084, Avonhead,
Christchurch, 8446
565,0000.95
9
Kevin James Hickman +
Joanna Hickman
24 Waiwetu Street, Fendalton,
Christchurch, 8052
500,0000.84
10
Investment Custodial
Services Limited
PO Box 35, Shortland Street,
Auckland, 1140
451,4270.76
11
JBWere (NZ) Nominees
Limited
Private Bag 92085, Victoria Street
West, Auckland, 1142
399,2100.67
12
Custodial Services Limited PO Box 13155, Tauranga, 3141377,4480.63
13
Custodial Services Limited PO Box 13155, Tauranga, 3141343,1880.58
14
Custodial Services Limited PO Box 13155, Tauranga, 3141285,7820.48
15
JPMorgan Chase Bank NA NZ
Branch-Segragated Clients
ACCT - NZCSD
Att: Asset Services, PO Box 5652,
Wellington, 6140
272,4990.46
16
ASB Nominees Limited
PO Box 35, Shortland Street,
Auckland, 1140
228,3100.38
17
Custodial Services Limited PO Box 13155, Tauranga, 3141209,3050.35
18
Graeme James Popplewell
26 Lemington Road, Westmere,
Auckland, 1022
203,6040.34
19
GEM LimitedPO Box 209, Dunedin, 9054200,0000.34
20
Susan Faye Jennings
19 Head Street, Sumner,
Christchurch, 8081
198,0000.33
Totals: Top 20 holders of Ordinary Shares23,053,69538.65
Total Remaining Holders Balance36,595,36661.35
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2019
64
65
Directory
AUDITORS
PRICEWATERHOUSECOOPERS
BANKERS
ANZ BANK NEW ZEALAND LTD.
REGISTERED OFFICE
LEVEL 3
235 – 237 BROADWAY
NEWMARKET
AUCKLAND 1023
TEL +64 9 306 2500
FAX +64 9 306 2523
POSTAL ADDRESS
PO BOX 91 – 148
AUCKLAND MAIL CENTRE
AUCKLAND 1141
SHARE REGISTRAR
COMPUTERSHARE INVESTOR
SERVICES LIMITED
PRIVATE BAG 92119
AUCKLAND 1142
TEL +64 9 488 8700
WEBSITES
HALLENSTEINGLASSON.CO.NZ
GLASSONS.COM
HALLENSTEINS.COM
ANNUAL BALANCE DATE
PRELIMINARY PROFIT
ANNOUNCEMENT
REPORTS AND ACCOUNTS
PUBLISHED
HALF YEAR RESULTS
INTERIM DIVIDEND
FINAL DIVIDEND
ANNUAL GENERAL MEETING
01 AUGUST
SEPTEMBER
OCTOBER
MARCH
APRIL
17 DECEMBER 2019
11 DECEMBER 2019
Calendar
HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ
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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