The Warehouse Group – 2020 Annual Result Announcement
Results for announcement to the market
Name of issuer The Warehouse Group Limited
Reporting Period 53 weeks to 2 August 2020
Previous Reporting Period 52 weeks to 28 July 2019
Currency New Zealand dollars
$3,172,830
$3,172,873
$44,441
$44,472
Final Dividend
Record Date Not applicable
Dividend Payment Date Not applicable
Contact phone number
Contact email address
Date of release through MAP
Audited financial statements accompany this announcement.
Revenue from continuing
operations
up 3.3 %
The Warehouse Group Limited
Results for announcement (for Equity and Debt Security issuer)
Amount (000s)Percentage change
Total Revenue up 3.3 %
Net profit/(loss) from
continuing operations
down (34.0)%
Total net profit/(loss) down (32.0)%
Amount per Quoted Equity
Security
Nil (final dividend)
Imputed amount per
Quoted Equity Security
Not applicable
Current periodPrior comparable period
Net tangible assets per
Quoted Equity Security
$0.697 (02 August 2020) $1.033 (28 July 2019)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
The investor presentation and media release which accompany this
announcement, provide information and commentary to explain the financial
performance of the Group for the 53 week period ended 2 August 2020.
Jonathan.Oram@thewarehouse.co.nz
15 October 2020
Authority for this announcement
Name of person authorised to
make this announcement
Jonathan Oram (Group Chief Financial Officer)
Contact person for this
announcement
Jonathan Oram (Group Chief Financial Officer)
09 217 7651
---
Helping Kiwis live
better every day
The Warehouse Group
2020 Annual Results
presentation
This presentation may contain forward looking statements
and projections. There can be no certainty of the outcome
and projections involve known and unknown risks,
uncertainties, assumptions and other important factors
that could cause the actual outcomes to be materially
different from the events or results expressed or implied
by such statements and projections.
While all reasonable care has been taken in the
preparation of this presentation, The Warehouse Group
Limited does not make any representation, assurance or
guarantees as to the accuracy or completeness of any
information in this presentation. The forward-looking
statements and projections in this report reflect views held
at the date of this presentation.
Except as required by applicable law or any applicable
Listing Rules, the Relevant Persons disclaim any
obligation or undertaking to update any information in this
presentation.
A number of non-GAAP financial measures are used in
this presentation. You should not consider any of these in
isolation from, or as a substitute for, the information
provided in the audited financial statements, which are
available at www.thewarehousegroup.co.nz.
This presentation does not constitute investment advice,
or an inducement, recommendation or offer to buy or sell
any securities in The Warehouse Group Limited.
2
DISCLAIMER
3
2020 AT A GLANCE4
Joan Withers
CHAIR’S UPDATE6
Joan Withers
GROUP UPDATE10
Nick Grayston
GROUP FINANCIALS18
Jonathan Oram
DIVISIONAL PERFORMANCE26
Jonathan Oram
OUTLOOK32
Joan Withers
4
2.3M
average customer
store visits per week
(5)
$3.2BN
Group Sales
3.3%
(1)
on last year
up
1.FY20 had 53 weeks compared to 52 weeks in FY19. On a 52 week like-for-like basis, FY20 Group Sales saw an increase of 1.5% compared to FY19.
2.Excluding the receipt of the wage subsidy received, the Reported NPAT would have been a loss of $4.3 million.
3.Adjusted Net Profit After Tax (NPAT) is a non-GAAP measure. A reconciliation between Adjusted and Statutory NPAT is located on slide 22.
4.As at 14 October 2020 net cash is approximately $80 million.
5.Excluding weeks impacted by store closures during COVID-19 lockdown periods.
$80.7M
Adjusted NPAT
(3)
9.0%
on last year
up
2020 AT A GLANCE
$168.1M
Net cash
(4)
55.2%
growth in
online sales
11.4%
of Group sales
were online
103.2%
growth in Click
& Collect sales
$44.5M
Reported NPAT
32%
(2)
on last year
down
5
1.25M
online orders placed
during Alert Levels 4-2
Diverted77%of
operational waste from landfills
products have sustainable attributes or
packaging accounting for over
over6,000
$100Mannual sales
Raised$3.9Mfor New Zealand
charities and communities in FY20
105
Stores operated as fulfilment
centres
(1)
circa11,000
Employees received full wages and salaries
7 weeks
2020 AT A GLANCE
1.30 The Warehouse and Warehouse Stationery Stores and 75 Noel Leeming Stores.
CHAIR’S
The impact of COVID-19
•The move to Level 4 on March 26 closed our stores to the public for seven weeks (49 days)
•The year on year impact of this was a loss in sales for the period of the lockdown of $265 million –a 67% decrease
•We employ around 11,000 people at a cost of around $525 million (over half a billion) per annum
(1)
•The Group claimed a $67.8 million COVID-19 wage subsidy. The receipt of the wage subsidy was crucial to the Group
maintaining its workforce through a time when we were closed to customers and faced significant sales uncertainty
•We continued to provide 100% of pay to our employees. On average the wage subsidy equated to around 55% of our
normal wage and salary expense over the period to which the subsidy applied
•On 26 March 2020 when it was evident that the impact of COVID-19 was going to be significant and ongoing, the
Board considered the circumstances of these events and decided it was in the best interest of the Group to cancel the
interim dividend. This was not a decision taken lightly and given the level of uncertainty and the need for preservation
of cash flow, it was a necessary one.
7
UPDATE
1.Circa 11,000 was the number at the time of the wage subsidy but the number can go to 12,000 at peak trading –e.g. golden quarter
Repayment of bond and strong net cash position
•A significant reduction in working capital and COVID-19 related cash conservation measures reduced our debt levels
significantly to a net cash balance of $168.1 million as at year end, compared to a net debt position of $76.2 million at
the end of the 2019 financial year
•However, our cash balance has reduced to around $80 million as working capital returns to more normal levels
•In March 2020, the Group increased its banking facilities by $150 million, extending total banking facilities to $330
million and allowing the Group to repay the NZX listed bond of $125 million on 15 June 2020.
•Despite the strong result of the fourth quarter and strong cash balance at year end, we have seen a significant cash
reduction since year end to approximately $80m as the Group returns towards more normal levels of working capital.
Dividend
•Given the loss prior to the wage subsidies, as well as the continued uncertainty around economic activity and trading
outlook, the Group Directors have decided not to pay a dividend for FY20.
8
UPDATE
Our People
•The Group has been through two significant restructuring processes which were in place well before COVID-19.First
at the Store Support Office with the flip to Agile, and second with our store operating model changes at The
Warehouse. These changes, although difficult for all involved, were necessary for the Group to continue to meet the
needs of customers
•We are extremely focused on the health, safety and wellbeing of all our people –ensuring our team members go home
safely at the end of their work day. Our severity 1 events decreased 38% this year.
•In 2020, we implemented an Employee Net Promotor Score and developed processes to define future career
developments, performance and remuneration
•We are very proud of our diversity and inclusion culture throughout the organisation.We maintained our Rainbow Tick
accreditation and achieved the Accessibility Tick accreditation this year.The representation of females in senior
leadership positions increased from 21 in 2019 to 25 in 2020, and we launched “Lean in circles” to provide leadership
development and peer to peer mentoring for women to work towards gender equality
•Last September, we announced our Retail Wage commitment, entitling employees at The Warehouse with at least a
year's worth of service to receive a pay increase to $21.15 this year.
9
UPDATE
FY2017FY2018FY2019FY2020
FY2021 and
beyond>>>
Phase 1
Phase 2
Phase 3
Phase 4
Phase 5
Phase 6
11
RISE
Systems and processes
Digital future / Customer experience
EDLP
Creation of COEs
TRANSFORMATION
Agile ways of working
We “flipped” to our agile ways of working in August 2020. This will:
•empower our teams to deliver solutions quickly and put our customers right at the heart of everything we do, every day
•enable the business with speed to market, collaboration, innovation and productivity
•ensure a consistent and continuously improving ways of working across all category areas supported and led by the expertise of our
chapter leads
•provide the basis for collaborative and customer-centric design innovation, capability and investment
•make our company the best place to work.
12
OF WORKING
13
VALUES
14
We start everything by focusing on our
customers. We wrap our customer
experiences around three unified
enablers: our people, our platforms,
our data.
ECOSYSTEM
15
+0.1%
(2)
Retail Sales
+25%
Online Sales Growth
+65%
Growth in Mobile Web-based
Sales
8.5%
Retail Operating Profit Margin
(230 basis point improvement)
Flat
(1)
Retail Sales
+50%
Online Sales Growth
5.6%
Retail Operating Profit Margin
(60 basis point improvement)
+60%
Growth in Click & Collect
Fulfilment
+96%
The Warehouse App
Sales Growth
+76%
Growth in Click & Collect
Fulfilment
38%
App Sales % of total
The Warehouse Online Sales
BY BRAND
1.FY20 had 53 weeks compared to 52 weeks in FY19. On a 52 week like-for-like basis, FY20 The Warehouse Sales decreased 1.6% compared to FY19.
2.On a 52 week like-for-like basis, FY20 Warehouse Stationary Sales decreased 1.6% compared to FY19.
16
-7.7%
Retail Operating Profit Margin
(360 basis point decline)
+9.2%
(1)
Retail Sales
+145%
Online Sales Growth
+19%
Growth in Service Sales
+196%
Growth in Mobile Web-based
Sales
+10.7%
(2)
Retail Sales
+72%
Online Sales Growth
(3)
2
Net new stores opened
(4 new stores, 2 closures)
+77%
Growth in Mobile Web-based
Sales
(3)
4.6%
Retail Operating Profit Margin
(50 basis point improvement)
+130%
Growth in Click & Collect
Fulfilment
+127%
Growth in Click & Collect
Fulfilment
(3)
BY BRAND
1.On a 52 week like-for-like basis, FY20 Noel Leeming Sales increased 7.1% compared to FY19.
2.On a 52 week like-for-like basis, FY20 Torpedo7 Sales increased 9.2% compared to FY19.
3.Excludes 1-Day.
Launched 1 August 2019
Now over 2 million products from 3,500 local and
international brands through over 650 merchants
Launch of TheMarket Club in November 2019 –
free shipping for orders over $45
1m+ monthly sessions
Operating loss of TheMarket.com was $14.7m, in
line with our business plan and is expected to
break even in two to four years
17
GROUP
19
For the year ended 2 August 2020
1.Adjusted for unusual and non-operating items as presented on slide 22. Following the adoption of NZ IFRS 16 (refer note 10 of the Financial
Statements for the year ended 2 August 2020) the non-cash impact relating to the new lease accounting standard are treated as a
component of adjusted net profit.
2.Adjusted for the adoption of NZ IFRS 16.
PERFORMANCE
•Retail Sales up 3.3% on last year, driven by strong top-line
growth in Noel Leeming and Torpedo7. When adjusted for
the 53 weeks in FY20 compared to 52 weeks in FY19, Retail
Sales growth was up 1.5%
•Gross Profit was up 0.6% but at a lower margin to LY
reflecting the H2 impact of COVID-19, product sales mix,
increased inventory provisioning and write-off and higher
clearance activity
•Retail CODB was up 0.2% but down by 90 basis points as a
percentage of sales. This includes continued investment in
TheMarket.com eCommerce platform and $67.8m from the
Government Wage Subsidy received during the first COVID-
19 lockdown
•Overall, Retail Operating Profit increased 3.9% and Reported
NPAT reduced 32%. If the wage subsidies received of
$67.8m are excluded, the Group would have made a loss of
$4.3m
•Adjusted operating cash flow increased 63.7%, driven by a
significant reduction in working capital during the period.
$ million
FY20FY19Variance
Retail Sales
3,172.8 3,071.4
3.3%
Retail Gross Profit
1,034.9 1,028.6
0.6%
Gross Margin %32.6%33.5%(90)
Retail CODB
1
918.1 916.2
0.2%
CODB %28.9%29.8%(90)
Retail Operating Profit
1
116.8 112.4
3.9%
Operating Margin %3.7%3.7%-
Continuing NPAT (Reported)
44.4 67.3
-34.0%
Continuing NPAT (Adjusted)
1
80.7 74.1
9.0%
NPAT (Reported)
44.5 65.4
-32.0%
Adjusted Operating Cash Flow
2
324.2198.0
63.7%
Ordinary Dividend (cps)
-17.0
(17.0)
20
For the year ended 2 August 2020
PERFORMANCE
$ millionH2H1
20202019Variance20202019Variance
Retail Sales
1,489.4 1,430.8
4.1%
1,683.4 1,640.5
2.6%
Retail Gross Profit
468.8 495.4
-5.4%
566.1 533.2
6.2%
Gross Margin %31.5%34.6%(310)33.6%32.5%110
Retail CODB
419.9 443.5
-5.3%
498.2 472.7
5.4%
CODB %28.2%31.0%(280)29.6%28.8%80
Retail Operating Profit
48.9 51.9
-5.8%
67.9 60.5
12.3%
Operating Margin %3.3%3.6%(30)4.0%3.7%30
Continuing NPAT (Adjusted)
34.5 34.5
0.1%
46.2 39.6
16.7%
•In the first half, the Group made significant progress in its Retail Gross Profit and Gross Margin. This was particularly inThe Warehouse
with Gross Margin up 160bps and Warehouse Stationery with Gross Margin up 230bps.
•COVID-19’s impact on the second half, though largely neutral in sales, impacted through product mix, clearance activity and the quality
of closing inventory and therefore provisioning.
SALES TREND
21
(100%)
(80%)
(60%)
(40%)
(20%)
0%
20%
40%
60%
80%
W1W2W3W4W5W6W7W8W9
W10W11W12W13W14W15W16W17W18W19W20W21W22W23W24W25W26W27W28W29W30W31W32W33W34W35W36W37W38W39W40W41W42W43W44W45W46W47W48W49W50W51W52W53
Weekly YoY growth
Q1Q2H1Q3Q4H2Total (53 wks)Wk53Total (52 wks)
$m$Var LY$Var LY$Var LY$Var LY$Var LY$Var LY$Var LY$$Var LY
The Warehouse368.92.4%569.90.1%938.81.0%297.2-23.0%470.020.5%767.3-1.1%1,706.00.0%28.31,677.7-1.6%
Warehouse Stationery63.02.1%70.8-0.4%133.80.8%64.5-9.8%70.59.6%135.0-0.6%268.80.1%4.7264.1-1.6%
Noel Leeming225.07.3%287.83.6%512.85.2%193.6-10.9%303.637.8%497.113.6%1,010.09.2%19.3990.77.1%
Torpedo7 Group38.13.0%60.314.0%98.49.5%32.0-18.3%60.639.3%92.612.0%191.010.7%2.6188.49.2%
Total
1
694.8
4.0%
988.6
1.7%
1,683.4
2.6%
586.3
-17.9%
903.1
26.1%
1,489.4
4.1%
3,172.8
3.3%
55.23,117.6
1.5%
Black Friday fell into
the first week of
December in 2019
Group sales down 67%
during period of store
closures ($265m vs LY)
1.Total sales includes sales from TheMarket, Other Group operations and Inter-segment eliminations.
22
For the year ended 2 August 2020
1.Impact of NZ IFRS 16 on the income statement is presented in Note 10 in the Notes to the Financial Statements for the period ended 2 August 2020.
REPORTED RESULTS
Retail Operating ProfitNPAT
$ million
FY20FY19FY20FY19
Adjusted Earnings
116.8 112.4 80.7 74.1
Gain on property disposals
0.1 11.8 0.1 8.5
Restructuring costs -Rise
(22.0)(15.7)(15.8)(11.3)
Restructuring costs -Agile
(22.2)-(16.0)-
Change in fair value of derivatives that are
not hedge effective
(6.4)-(4.6)-
Brand impairment (Torpedo7)
(2.5)(5.5)(1.8)(4.0)
Adjustments for NZ IFRS 16
1
40.9 -(0.1)-
Income tax relating to building
depreciation
2.0
Reported Earnings
104.7 103.0 44.5 67.3
Discontinued
-(1.9)
Reported -Attributable to Shareholders
44.5 65.4
To improve the understanding of underlying business performance, the Group adjusts profit for unusual and non-operating items.
Unusual items include profits from the sale of assets and losses associated with adjustments in carrying value of assets, M&Aactivity
and restructuring costs.
•$22.0m of restructuring costs associated with the
transformation programme (internally known as
“Rise”) for success fees payable to management
consultancy firm based on achievement of
expected outcomes
•$22.2m of restructuring costs associated with the
transition to an Agile ways of working, comprising:
•redundancy costs of $13.7m;
•asset impairment costs from store closures
of $4.4m; and
•consultancy fees of $4.0m
•The adoption of NZ IFRS 16 had an impact on
FY20 Retail Operating Profit of $40.9m, including:
•removal of lease expenses + $137.4m; and
•addition of depreciation on leased assets
-$96.4m
•All interest rate hedges have been closed out with
$6.4m recognised as ineffective
•Torpedo7 brand has been fully impaired.
23
SHEET
As at 2 August 2020
$ million
FY20FY19Variance
Inventory
393.6 517.8
(124.2)
Trade and Other Receivables
84.3 90.7
(6.4)
Trade and Other Payables
(420.8)(352.7)
(68.1)
Provisions
(84.9)(82.0)
(2.9)
Working Capital
(27.8)173.8
(201.6)
Fixed Assets
259.7 271.2
(11.5)
Funds Employed
231.9 445.0
(213.1)
Tax Assets
90.8 37.8
53.0
Derivatives
(26.9)(0.1)
(26.8)
Right of Use Assets
774.2 -
774.2
Goodwill and Brands
73.0 75.5
(2.5)
Capital Employed
1,143.0 558.2
584.8
Shareholders Equity
377.1 481.3
(104.2)
Minority Interests
(0.8)0.7
(1.5)
Net Debt
(168.1)76.2
(244.3)
Lease Liabilities
934.8 -
Sources of Funds
1,143.0 558.2
584.8
Book gearing
67.1%13.6%
53.5bps
Gearing per borrowing covenants
0.0%13.6%
-13.6bps
•Significant reduction in inventory level relative to FY19
reflects the Group’s endeavours to balance expectations of
customer demand and cash preservation during a time of
high uncertainty
•The increase in Trade and Other Payables reflects the timing
of the 53
rd
week in the payment cycle and inventory ordering
post the first lockdown
•NZ IFRS 16 has seen significant changes to the presentation
of the Group’s Balance Sheet. Adjustments include
recognising lease liabilities of $934.8m and the associated
right-of-use assets of $774.2m, as well as a reduction in
retained earnings of $108.5m and an increase in deferred tax
assets
•The Group secured additional banking facilities of $150m,
extending the total debt facilities available to $330m. This
enabled the Group to repay the maturing $125m fixed rate
senior bond
•The Group is of the view that it is prudent to maintain high
levels of liquidity in the current trading and economic
environment
•Since year end, working capital levels have continued to
normalise and net cash is now circa $80m.
24
1. Adjusted for impacts of adopting NZ IFRS 16
FLOW
For the year ended 2 August 2020
$ million
FY20FY19Variance
Trading EBITDA
1
175.0 173.0
2.0
Change in working capital
201.3 77.2
124.1
Taxes Paid
(19.9)(26.5)
6.6
Interest Paid
1
(5.5)(8.7)
3.2
Discontinued EBITDA
-(3.1)
3.1
Restructuring costs
(39.8)(15.7)
(24.1)
Other items
13.1 1.8
11.3
Adjusted Operating Cash Flow
1
324.2 198.0
126.2
Capital Expenditure
(64.5)(61.3)
(3.2)
Divestments -PPE
12.0 3.7
8.3
Dividends Paid
(27.9)(52.3)
24.4
Other
0.4 (1.9)
2.3
Net Cash Flow
244.2 142.1
102.1
Opening Net Debt
(76.2)(218.3)
142.1
Closing Net Debt
168.1 (76.2)
244.3
•For consistency between periods, FY20 adjusted
operating cash flows are reduced by the principal
element of right-of-use lease payments ($47.1m), which
are classified as financing rather than operating cash
flows in the reported cash flow per NZ IFRS 16
•Operating cash flow was up $126.2m on prior year
driven by significant decline in working capital
•Restructuring costs relate to consultation fees for
services related to the transformation programme and
Agile ways of working, as well as redundancies
•$12.0m of cash flow from divestments reflects the
deferred consideration from the sale of land adjacent to
the Auckland Support Office received in FY20
•The reduced amount of dividends paid reflects the
cancellation of the interim dividend due to the uncertainty
around the impact of COVID-19
•The Group ended FY20 with net cash of $168.1m,
compared with net debt of $76.2m in FY19 and net debt
of $68.6m at the half year.
25
33%
Stores,
Distribution Centres &
other property
51%
Information
Systems and Digital
Initiatives
16%
Logistics
FY20
Capex Spend
$63.1M
CAPEX SPEND
•At the FY20 interim result, the Group guided to capital
expenditure for FY20 in the range of $70m -$90m
•FY20 capex of $63.1m was below this guidance as the
decision was made during the Alert Level 4 to defer all non-
essential capital expenditure
•The Group continues to invest in platform and system
enhancements, such as re-platforming brand eCommerce
sites onto a Group platform, continued investment in a
Warehouse Management System and development of a
Group loyalty platform
•Expenditure on stores included the opening of The
Warehouse, Warehouse Stationery and Noel Leeming
stores at Lunn Ave, Noel Leeming and Torpedo7 stores at
Northlink(Christchurch) and Torpedo7 stores in Tauranga,
Rotorua and Westfield Newmarket (Auckland)
•Going forward we expect capex to return to the previously
issued guidance of between $100m and $120m per annum.
$191.0m
6.0%
Torpedo7
Group
27
$1,706.0m
53.8%
The
Warehouse
$1,010.0m
31.8%
Noel
Leeming
$268.8m
8.5%
Warehouse
Stationery
$96.3m
The
Warehouse
$46.0m
Noel
Leeming
$22.8m
Warehouse
Stationery
($14.7m)
Torpedo7
Group
-$33.6m
Other*
$116.8m
Total Group
*Includes TheMarket and Other Group operations and eliminations.
-$3.0m
-0.1%
Other*
FY20 Retail Sales
$3,172.8M
SUMMARY
FY20 Retail Operating Profit
For the period ended 2 August 2020
28
•Retail Operating Profit of $96.3m was up 13.2% relative to FY19. Whilst H1
saw Retail Operating Profit grow 28.4% off the back of a strong lift in Gross
Margin %, H2 was down 7.4%, primarily due to the impacts of COVID-19
•This impact was driven by The Warehouse (as well as the other Group
brands) being unable to trade during the first part of the COVID-19 Alert Level
4 Lockdown and then in a limited capacity for essential items online only. This
was expanded to include all items, via online and contactless Click & Collect
during the first Alert Level 3 Lockdown
•Retail Sales for the year were flat to FY19, with H2 down 1.2%, with Sales
over the seven full weeks of Lockdown at Alert Levels 3 and 4 being down
78.5%, before returning to growth of 26.2% in the 11.5 weeks thereafter
•Online sales finished the year up 50%, with H2 up 126% driven by a strong
surge in demand during the COVID-19 Lockdown.
•Gross Margin % was down 70bps for the year driven by write-offs associated
with the store closures during the Alert Level 4 Lockdown, covering Groceries,
Green Gardening and Easter Confectionery and a targeted programme of
clearance activity in Q4, to reduce aged stock
•Operating Profit grew despite the Gross Margin decline due to a 4.0% decline
in CODB which includes the Government Wage Subsidy received during the
first COVID-19 Lockdown
•We closed one store during the year and announced three further closures,
which will occur progressively over FY21.
$million20202019Variance
Retail Sales
1,706.0 1,705.7
0.0%
Same Store Sales10.4%-3.0%1,340 bps
Retail Gross Profit
646.9 658.4
-1.7%
Gross Margin %37.9%38.6%(70) Bps
Retail CODB
550.6 573.3
-4.0%
CODB %32.3%33.6%(130) bps
Retail Operating Profit
96.3 85.1
13.2%
Operating Margin %5.6%5.0%60 bps
Stores
92 93
(1)
For the period ended 2 August 2020
29
* Includes 17 store-within-a-store integrations. 7 integrations implemented in FY20.
•Warehouse Stationery recorded a small lift in Sales and was able to grow its
Gross Margin % 50bps year on year, despite being unable to trade at all
during the first part of the COVID-19 Alert Level 4 Lockdown
•Retail Sales for H2 were down 0.6%, with Sales over the seven full weeks of
Lockdown at Alert Levels 3 and 4, down 74.0%. However, we returned to
positive growth of 13.7% in the 11.5 weeks following
•The Furniture category, which was a beneficiary of the requirement for Kiwis to
work and study from home during and post Lockdown, was the strongest
performing of our categories
•Online sales for the year finished 25% up on LY, driven by a strong surge in
demand during the COVID-19 Lockdown.
•Gross Margin % grew 50bps for the year despite significant clearance activity
in Q4, which was aimed at clearing a build-up in aged stock
•The Retail Operating Profit includes the Government Wage Subsidy received
as a result of the first COVID-19 Lockdown
•The Store-Within-A-Store (SWAS) programme continued, with a further 7
integrations in FY20, bringing the total integrations to 17.
$million20202019Variance
Retail Sales
268.8 268.6
0.1%
Same Store Sales Growth
7.1%-6.0%1,310 bps
Retail Gross Profit
114.4 112.8
1.4%
Gross Margin %
42.5%42.0%50 bps
Retail CODB
91.6 96.1
-4.7%
CODB %
34.0%35.8%(180) bps
Retail Operating Profit
22.8 16.7
36.6%
Operating Margin %
8.5%6.2%230 bps
Stores
71*70*
1
For the period ended 2 August 2020
30
•Noel Leeming had a record profit year in FY20 despite the impact of the
COVID-19. Performance was driven by an acceleration in online as the
business provided customers with the products and services they required to
enable them to work and learn remotely as well as essential home appliances
for food storage and preparation
•Sales hit a milestone of $1b this financial year reflecting our biggest market
share year ever and an increase of 9.2% on LY sales
•Same Store Sales Growth of 17.2% was driven from a significant increase in
online sales of 145%, with strong acceleration inQ4 during COVID-19 and
resulting store closures
•Gross Profit Margin % at 21.9% was 80 bps lower reflecting sales mix due to
higher sales in low margin technology products, particularly in Q4
•Top performing categories with double digit sales growth on LY included
Computers, Computer Accessories, Audio Visual,Imaging and Small
Appliances all driven by consumer demand relating to learning and working
from home. The Services Division also delivered pleasing results in FY20 with
Protection seeing revenue growth of over 19%
•In FY20, we opened two new stores in Lunn Ave, Auckland and Northlink,
Christchurch and relocated our Newmarket, Auckland and Hawera stores.In
addition, we undertook a store network review and as a result 5 stores were
closed including Takapuna, St Lukesand Henderson Clearance Centre in
Auckland, and The Palms and Papanui in Christchurch
•Operating Profit increased by 20.8% to $46.0m with Operating Profit Margin
increasing by 50 bps to 4.6%.
$million20202019Variance
Retail Sales
1,010.0 924.6
9.2%
Same Store Sales Growth
17.2%5.7%1,150 bps
Retail Gross Profit
221.1 210.3
5.2%
Gross Margin %
21.9%22.7%(80) bps
Retail CODB
175.1 172.2
1.7%
CODB %
17.3%18.6%(130) bps
Retail Operating Profit
46.0 38.1
20.8%
Operating Margin %
4.6%4.1%50 bps
Stores
74 77
(3)
For the period ended 2 August 2020
31
•Torpedo7 Group is made up of Torpedo7 (T7) and 1-day businesses
•Group sales were $191m, an increase of 10.7% on FY19 with strong same
store sales growth of 10.4%, influenced by accelerated online sales,
particularly in Q4
•Gross Profit dollars increased by 1% and included additional one-off stock
provisions of $5.3m
•T7 went through some significant change in FY20 with a new CEO, store
network expansion and increased operational and store network investment to
support future profitability
•T7 experienced strong sales in Bike and Fitness categories particularly in Q4
as demand accelerated for these categories during the COVID-19 period as
customers looked for exercise alternatives
•Higher operating costs were driven by the store expansion programme and
investment in a number of key areas to support future growth and profitability
as well as one-off costs of $2.6m in relation to asset write-downs
•Excluding asset impairments, inventory provisioning and write-offs, the
standalone performance of Torpedo7 would have improved in FY20 versus
FY19
•During the year, four new T7 stores were opened in Tauranga, Rotorua,
Northlink(Christchurch) and Westfield Newmarket, offset by two store
closures which were the T7 K-Road store and No1 Fitness in Christchurch
•1-day sales are down on last year following a challenging first half. The online
retailer performed well during the COVID-19 lockdown period and is focused
on streamlining fulfilment to deliver cost savings and an improved customer
experience.
$million20202019Variance
Retail Sales
191.0 172.5
10.7%
Same Store Sales Growth
10.4%1.3%910 bps
Retail Gross Profit
40.2 39.8
1.0%
Gross Margin %
21.0%23.1%(210) bps
Retail CODB
54.9 46.8
17.4%
CODB %
28.7%27.2%150 bps
Retail Operating Profit
(14.7)(7.0)
109.8%
Operating Margin %
-7.7%-4.1%(360) bps
Stores
20 18
2
33
OUTLOOK
•For the first 9 weeks of FY21, we have seen sales increase about 6% on the same period in FY20, inclusive of the
Auckland lockdown. There has been a gradual reduction in the elevation of sales since the end of the first lockdown,
as pent up demand and the impact of wage subsidy and mortgage holidays subside. There appears to be some
benefit to retail spending due to the reduction of alternative spending options, in particular the ability to travel. How
long these remain is uncertain
•The outlook for FY21 played a part in the decision to not pay a final dividend. We remain cautious about economic
activity and the trading outlook and the critical Q2 trading period (including Black Friday, Christmas and Boxing day)
will be more important than ever, as we see a greater risk in the H2 relative to H1
•With the benefit of a strong balance sheet and Agile ways of working, we will continue to invest in our transformation,
with a focus on our core systems, digital platforms and store footprint –in particular the SWAS programme. As we
stated at the end FY19, we expect to have several years of capital expenditure in the range of $100m -$120m.
•We expect further costs in relation to embedding our Agile ways of working of around $8m in FY21
•TheMarket.com will be in the second year of its business plan and we expect an operating loss of $12m -$14m as this
business continues to scale its platform. Torpedo7 is also in its second year of a turnaround plan and we expect the
business to be profit contributing in FY21
•Depending on trading, the Group hopes to return to paying dividends in line with its Dividend Policy in FY21
•As has been the case in previous years, the Group will consider giving guidance for its full year FY21
result at end of the first half of the year.
---
__________________________________________________________________________________
To: Market Information Services Section
NZX Limited
_________________________________________________________________________________
Thursday 15 October 2020
The Warehouse Group FY20 annual result announcement
Key Points
• Group sales were $3.2bn, up 3.3% compared to FY19 and up 1.5% on a 52-week basis
• Reported Net Profit After Tax attributable to shareholders $44.5m, down 32% on last year
• Reported profit less government wage subsidy showed a $4.3m loss
• Group online sales up 55.2%
• For period of lockdown $265m (67%) sales reduction on same time last year
• Adjusted Net Profit After Tax of $80.7m, up 9.0% on last year
• No dividend to be paid for FY20
The Warehouse Group (“the Group”) today announced its audited result for the full year ended 2
August 2020.
As announced in the preliminary unaudited release on 8 October, the Group delivered sales of $3.2
billion, up 3.3% on FY19 or 1.5% when adjusting for FY20 being a 53-week year, compared to 52
weeks in FY19. Group sales in the second half of FY20 were $1.5 billion, up 4.1% on FY19 but flat
when adjusting for FY20 being a 53-week year.
The Group full year Reported NPAT was $44.5 million, down 32% on FY19. The Group Reported NPAT
includes $67.8 million received in wage subsidies. If Reported NPAT is adjusted to exclude the wage
subsidy, the Group would have made a loss of $4.3 million.
The Group Chair Joan Withers said, “The 2020 financial year posed challenges and complexity that we
could never have anticipated, pressure testing our strategy and ability to comprehend changes,
harness and deploy resources and execute successfully in a dynamic and volatile environment.”
The Group’s Adjusted Net Profit After Tax (NPAT) was $80.7m for the 2020 financial year, up 9.0% on
last year, after excluding restructuring costs and other unusual items which totalled $36.3m.
Gross Profit was up 0.6% overall with a second half Gross Profit decline of 5.4% largely offsetting the
6.2% gain in the first half. The lower H2 margin was impacted by COVID-related impacts to product
mix, clearance activity and quality of closing inventory and therefore provisioning. Gross margin for
the year was 32.6% vs 33.5% last year.
Ms Withers said the year-end results are testament to the underlying strength of our brands and their
improved operating performance after several years of transformation initiatives which were
designed to see the business address strong competition including the increased impact of overseas
online competitors.
She acknowledged the impacts of COVID-19, with sales reducing by 67% ($265m) on the same period
last year for the period between 26 March and 13 May when the country was in alert level 4 and 3.
However, by the fourth quarter sales increased by 26% on the same period last year (18% on a 13
week basis) as a result of pent up demand.
“It is heartening that the Group was able to deliver this result during a year in which our stores doors
were closed for seven weeks during New Zealand’s initial lockdown in response to COVID-19.”
Group Chief Executive Nick Grayston said “We are very proud of the resilience that our people
demonstrated in coping with uncertain and unpredictable circumstances as a result of COVID-19,
particularly our fulfilment teams who were dealing with a surge in online demand and new ways of
working to take into account distancing and safety needs.
“Online sales grew 55.2% during the year, now representing 11.4% of Group sales. Click & Collect
sales increased by 103.2%.
“We have seen customer shopping behaviour change as a result of COVID-19 and we expect some
trends, such as increased online shopping, to continue. During the COVID-19 first lockdown, 48% of
our customers surveyed said that 2020 was the first time they had shopped online with us,” said Mr
Grayston.
Mr Grayston said that the 2020 financial year was always planned to be a time of change for the
business, as it adopted a new way of working (Agile) in its head office and updated legacy rosters and
The Warehouse store operating model, more accurately to reflect changing customer shopping
habits.
“Part of the reason we were able to adapt quickly to meet customer needs was due to the pre-work
already in place as part of our move to Agile ways of working involving cross-functional teams which
were empowered to make decisions resulting in a faster speed to market, increased customer
centricity, higher performance, at the same time making The Warehouse Group a great place to
work,” said Mr Grayston.
Cost of Doing Business (CODB) grew at a lesser rate of 0.2% relative to Gross Profit, resulting in
Operating Profit growth of 3.9%. CODB includes the government wage subsidy which was applied for
on the basis of the Government criteria of a 30% revenue reduction in the month of April.
Mr Grayston said “this covered 55% of the Group’s wage bill during the period, while the remaining
portion of salaries and wages were paid by the Group, ensuring that all employees at the time were
paid 100% of their normal salary and wages, as opposed to the scheme-required 80%”.
Given the loss prior to adjusting for the wage subsidy, as well as the continued uncertainty around
economic activity and trading outlook, Group Directors have decided not to pay a dividend for FY20.
Subject to trading over the critical Q2 period and any further alert level restrictions and adverse
economic impacts of COVID-19, the Group hopes to return to paying dividends in line with its
Dividend Policy for FY21.
The Group ended the 2020 financial year with a net cash position of $168.1 million, as a result of
strong working capital management and robust trading conditions following the first seven-week
COVID-19 lockdown period. As the Group returns towards a more normal level of working capital, the
net cash balance has reduced to approximately $80 million. During the year the Group secured
additional banking facilities of $150m, extending the total debt facilities available to $330m. This
enabled the Group to repay the maturing $125m fixed rate senior bond.
More information about The Warehouse Group’s result, financial performance by brand, strategy,
transformation programme and operations can be found in the 2020 Annual Report, available at
www.thewarehousegroup.co.nz.
ENDS
Contact details regarding this announcement:
Investors and Analysts: Jonathan Oram, Chief Financial Officer
+64 21 757 415
jonathan.oram@thewarehouse.co.nz
Media: Nick Grayston, Group Chief Executive Officer
To be contacted via Jordan Schuler, +64211436930
media.enquiries@thewarehouse.co.nz
---
The Warehouse Group
Integrated Annual Report 2020
Helping Kiwis live
better every day
2
The Warehouse Group
4-5
2020 At a Glance
22-24
Our Board
19-21
Our Ecosystem
25
Board Skills Matrix
26-31
Our Brands
10
Sir Stephen Tindall
11
Keith Smith
6-9
Chair’s Report
12-15
CEO’s Report
16
Our Purpose
17
Our Vision
18
Our Shared Values
CONTENTS
DRAFT DRAFT
3
Integrated Annual Report 2020
32-33
Integrated Report
44-45
Our Environment
46-47
Financial Capital
49-53
Financial Statements
72-75
Independent Auditor’s Report
54-71
Notes to Financial Statements
76-77
Annual 5 Year Summary
-
Governance Report
85-90
Statutory Disclosures
91
Directory
36-37
Our Networks
34
Risk & Materiality
38-39
Our People
-1
Our Expertise
42-43
Our Relationships
DRAFT
4
The Warehouse Group
At a glance
of total
Group sales
Online sales
made up
11.4%
1
2020 AT
A GLANCE
$168 .1M
55.2%
Group sales
Reported
N PAT
Adjusted
N PAT
up 9.0% on
last year
3
at year-end
Net cash
2.3M
$3.2B
$44.5M
$80.7M
customer
store visits
per week
4
103.2%
+
96%
growth in Click
& Collect sales
growth in
online sales
up 3.3% on last year
1
down 32% on last year
2
growth in
The Warehouse
app sales
DRAFT DRAFT
5
Integrated Annual Report 2020
Over
products have sustainability attributes or packaging
accounting for over $100 million annual sales
105
11,000
$265M
over
fundraised for New Zealand
charities and communities in
FY20
Employees received full
wages and salaries
67% decrease
in sales
6,000
Loss in sales during
the first lockdown
$3.9M
1.25M
online orders placed during
alert levels 4-2
circa
stores operated
as fulfilment
centres
5
77%
we have diverted
of operational
waste from
landfills
7 WEEKS
STORES
CLOSED
1. FY20 had 53 weeks compared to 52 weeks in FY19. On a 52 week like-for-like basis, FY20 Group Sales saw an increase of 1.5% compared to FY19.
2 Excluding the receipt of the wage subsidy received, the Reported NPAT would have been a loss of $4.3 million.
3. Adjusted NPAT is a non-GAAP measure. A reconciliation between Adjusted and Statutory NPAT is located in note 5 of the financial statements (page 59)
4. Excluding weeks impacted by store closures during COVID-19 lockdown periods.
5. 30 The Warehouse and Warehouse Stationery stores and 75 Noel Leeming stores
DRAFT
6
The Warehouse Group
Protecting our future in uncertain times
During a period of uncertainty that has tested
New Zealanders’ courage and determination,
The Warehouse Group demonstrated its
resilience by holding true to its course.
The financial year just completed posed challenges
and complexity we could never have anticipated,
testing our ability to comprehend changes, harness
and deploy resources, and execute successfully in
a dynamic and volatile environment.
I want to start my report to shareholders this year
by paying tribute to the exemplary leadership
demonstrated by Group Chief Executive Nick
Grayston and his executive team, all our leaders
across the business and our team members
around the country who have continued, in this
extraordinary year, to ensure we serve our customers
and help Kiwis live better every day.
The Group’s FY20 results provide evidence of the
gains to be achieved by putting our customers
at the centre of everything we do. We have not
deviated from our strategy. Despite unprecedented
disruption we have been able to build value for
our customers, remain flexible in an unpredictable
trading environment and weather the immediate
effects of COVID-19 in a way that would not have
been possible a few years ago.
We are saying goodbye to old ways of doing things and pushing forward with transforming the way
we work. We continue to apply a laser focus to fixing our retail fundamentals and are embracing
opportunities to build a digital future – and we are intensifying these efforts.
We are now on the cusp of the next stage in our evolution: becoming a business that is Agile, with
the discipline, insights and confidence to adapt, focus and deliver even in times of global upheaval
and economic contraction.
While we have been laying the foundations for this move for a long time, the value of the Group’s
transformation has been put to the test in ways no one could have contemplated in the year
under review.
The results
Our adjusted Net Profit After Tax (NPAT) result of $80.7m was a 9.0% increase on last year, with
our reported NPAT being $44.5m. Adjusted NPAT excludes $36.3m in unusual items. This result is a
testament to the underlying strength of our brands and operating performance. It is remarkable that
the Group was able to deliver this result during a year in which our stores’ doors were shuttered for
seven weeks during New Zealand’s initial lockdown in response to COVID-19.
Our Group retail sales over the course of FY20 provide a snapshot of the disruption inflicted by the
global pandemic. We saw good momentum in the first half. We were on track and confident that our
transformation efforts were delivering measurable and sustainable gains.
Our confidence was tested in the second half with the impact of COVID-19 lockdown trading
restrictions which required an initial period of complete closure, followed by a gradual increase in
online sales activity and the eventual reopening of all our stores on 14 May. This disruption had a
significant impact on business performance in the third quarter: retail sales were down $128m or 17.9%.
CHAIR'S REPORT
Chair’s Report
"We are now on the
cusp of the next
stage in our evolution:
becoming a business
that is Agile, with the
discipline, insights
and confidence to
adapt, focus and
deliver even in times
of global upheaval and
economic contraction."
Joan Withers
Chair, The Warehouse Group
DRAFT DRAFT
7
Integrated Annual Report 2020
CHAIR'S REPORT
Consumers returned to our stores in force in the final quarter, lifting total retail sales for the year
to $3.2b.
Reported net profit attributable to shareholders for the year was $44.5m - this compares to $65.4m
last year.
On 26 March 2020, the Board considered the circumstances and uncertainty around the impact
of COVID-19, and decided that it was in the best interest of the company to cancel the previously
declared interim dividend for FY20 of 10 cents, which was due to have been paid on 17 April 2020.
Similarly, the Board determined not to pay a final dividend given the continued uncertainty around
economic activity and our trading outlook.
Staying the same is not an option in retail. For more than three years, we have been dedicated to
transforming our business so we can become New Zealand’s most sustainable, convenient and
customer-first company. An enormous amount of work has gone into that, and it has translated
into a credible financial performance during a time of huge challenges and complexity. We are
committed to leveraging the investment and organisational change we have made to ensure we are
here for the next 100 years.
One important outcome of fixing our retail fundamentals has been our strengthened ability to capture,
manage and utilise data. We are uniquely placed given the breadth and depth of our operations across
the country. The insights the data provides are invaluable and innumerable.
DRAFT
8
The Warehouse Group
We are now accessing customer insights that enable us
to pinpoint shifting patterns of shopping behaviour so the
business can respond with precision: decisions are well-
informed, taken quickly and implemented at pace.
We can also more accurately and speedily track initiatives
we implement and the Board and Executive have clear line
of sight and maintain scrutiny to ensure investments are
adding value.
COVID-19
The scale of the challenges presented by the arrival of
COVID-19 in New Zealand cannot be overstated.
Our people at every level in the business had to rapidly adjust
and do things differently. We were already well down the path
of change. COVID-19 has not altered our direction, but it has
accelerated the pace at which we travelled. Despite all the
disruption, we have flipped to our new Agile way of working
only one month later than originally planned. This has been
a remarkable feat in the circumstances which demonstrates
the increasingly important ability to pivot quickly to
changing circumstances.
One of our early actions was to ensure our people continued
to receive their pay during lockdown. The Group was granted
the initial Government
Wage Subsidy and claimed
a total of $67.8m (after
tax the total received
was $48.8m). The subsidy
was crucial to the Group
maintaining its workforce
through a time when we
were closed to customers
and faced significant sales
uncertainty. This subsidy
was paid in full to our team
members who received
100% of their pay during
this period. On average the
wage subsidy equated to
around 55% of our normal
wage and salary expense
over the period to which the
subsidy applied.
As the nation prepared
to enter alert level 4, the
Government focused first
and foremost on securing
the nation’s health and
we completely supported
that approach. We were,
however, disappointed that the Group had to close its stores
during alert levels 4 and 3. Senior officials and politicians
engaged with the Group and we were receiving advice
from them as New Zealand moved through the COVID-19
alert levels.
We hope we are through the worst of the pandemic in New
Zealand. However, events in August showed that even with
strict controls at our border, the virus can penetrate and spread
in our communities. It is clear that the economic implications
will reverberate here for years to come. All businesses need to
Chair’s Report
react to the new and evolving reality and we are committed
to weathering this storm and ensuring we can serve our
customers through the channels that work for them.
What changed most potently during the COVID-19 crisis was
the rapid escalation in online shopping.
After that initial period of complete closure, our brands moved
to providing online sales of essential items during alert level 4
and then a full online range of products during alert level 3 for
delivery or contactless Click & Collect.
Online sales ballooned and by the end of FY20 had increased
by 55.2% on the prior year, representing 11.4% of total retail
sales for the year.
COVID-19 has changed the way people work, engage socially
and shop. We must continue to pay attention to what this
means for our business.
We will keep adapting our business to meet the needs of this
new normal for our customers. That means prioritising our
resources to deliver in a retail environment that will continue
to present challenges, as well as opportunities.
The successful launch of TheMarket.com in August 2019 is a
case in point. It now offers over 2 million products and across
more than 3500 brands and while
it is still early days, its performance
gives us confidence in the long-
term value of this investment in the
digital future.
The Board is delighted with the
progress and the efforts of the
team to launch and operate what
is effectively a start-up during a
period of such profound upheaval.
It has also been a year in which
we have had to acknowledge that
our systems and processes have
sometimes let us down. During the
run-up to Christmas, our Warehouse
Management System (WMS) did not
perform to expectations, and that
caused frustration for our customers.
The performance glitches were
regrettable and showed that
we had yet to complete fixing
our retail fundamentals. The
executive leadership team took
full responsibility for getting WMS
back on track. Subsequently, the
enhanced performance and metrics
meant the business was in much better shape to respond to
and manage the tsunami of online orders during the COVID-19
lockdown through to early June.
There remains further work to do, but we are heading in the
right direction.
Honouring our commitments
When we published our first Integrated Report last year, we
described how we deploy our resources and manage our
networks, expertise, relationships, environment and financial
capital to create long-term sustainable value.
"While we are
currently in a
solid position, by
making changes
now in the way we
organise ourselves
and assist our
customers, we will
protect our future
in very challenging
times."
Joan Withers
Chair, The Warehouse Group
DRAFT DRAFT
9
Integrated Annual Report 2020
That commitment has not wavered, despite the challenges
we faced during the second half because of COVID-19.
Initiatives include improving accessibility for people with
disabilities, providing private-label period products for $1,
partnering with IBM and schools to lift the digital skills of our
future workforce through the P-TECH initiative, and increasing
the range of products across our brands that have sustainable
attributes – to name but a few. Further detail can be found on
pages 42 and 43.
Capital management
Cancelling the interim dividend after it had been declared was
a very unusual measure for any Board to take in New Zealand.
However, it was the prudent course of action. Similarly our
determination to not pay a final dividend was made after
careful consideration of all the information available to us.
The ongoing transformation efforts and balance sheet initiatives
during FY20 have reduced our debt levels significantly.
The Board is rigorous in its evaluation of the Group’s capital
structure. We work hard to ensure we are making appropriate
investment in value-enhancing initiatives and we are also
highly cognisant of our responsibility to our shareholders.
In March the Group increased its banking facilities by $150m,
extending total banking facilities to $330m – allowing for
the redemption of the Group’s NZX listed bond of $125m
on 15 June.
As at year-end, the Group is in a strong financial position
with a cash balance of $168m, and therefore access to funds
of $498m.
Board activity
Two of our long-standing Directors due to retire by rotation
have confirmed that they will not seek re-election and will
step down at the Group’s Annual Shareholders’ Meeting
in November.
The Warehouse Founder Sir Stephen Tindall and Deputy Chair
and Chair of the Audit and Risk Committee Keith Smith have
served as Directors since 1982 and 1988 respectively.
The Board has been fortunate in having Sir Stephen and Keith
contribute their significant experience and wisdom to the
governance of the business during a period of ongoing change,
increasing competition and major technological developments.
We have specific aknowledgement of Sir Stephen and
Keith’s service to The Warehouse board on pages 10 and 11.
However, I would like to add my personal gratitude to them
both for the enormous support and guidance they have
given me over the years.
The Board welcomed non-executive Director Dean Hamilton
to his first meeting in May 2020. Dean has significant CEO and
financial markets experience and is a valuable addition to the
Board. He will, if elected at the Annual Shareholders’ Meeting,
become the Chair of the Audit and Risk Committee following
Keith’s retirement.
Robbie Tindall has been nominated as a Director of the Group
and will also stand for election at the Annual Shareholders’
Meeting. Robbie was appointed as Sir Stephen’s alternate
in July 2011 and has represented him since Sir Stephen took
leave of absence from the Board in October 2017.
A special call out to Julia Raue who chairs our Health, Safety
and Wellbeing Committee. The work this year, in tandem with
our Health and Safety team in the business, was of particular
importance under the shadow of COVID-19.
During her first year in our Future Director programme,
Renee Mateparae has made an excellent contribution. The
knowledge Renee gained in her leadership role at Spark during
the organisation’s transition to Agile ways of working has been
of particular value.
We have undertaken an independently facilitated,
comprehensive Board performance review, canvassing
Board behaviours and culture as well as individual directorial
performance. Senior executives who interact with the Board
provided input.
The review culminated with a facilitated workshop to share the
findings and most importantly to commit to the actions we will
take as a result of those.
The review should give shareholders confidence that the
Board is committed to the highest standards of corporate
governance. It also provides a focused opportunity to look
at our skills mix and succession planning.
Looking ahead
The business’ own insights show that in the wake of the first
COVID-19 lockdown, six out of seven consumers are now
looking to save money with 64% of customers consciously
cutting their spending.
We anticipate significantly reduced retail demand as the full
economic impact of COVID-19 is felt by consumers over the
course of FY21.
In June 2020 the Group confirmed it would accelerate some
of the changes already planned – including some store
closures and operational changes – due to the uncertainty
associated with COVID-19.
While we are currently in a solid position, by making changes
now in the way we organise ourselves and assist our customers,
we will protect our future in very challenging times.
As I said in my introduction, the contribution of Nick Grayston
and his executive leadership team has been outstanding. My
thanks on behalf of the Board to all those who have worked so
hard during a year beset by the impacts of a pandemic that
has touched every corner of our planet.
My sincere thanks, too, to the Board, which has gone above
and beyond, engaging in frequent virtual meetings and
discussions during the height of COVID-19 alert levels and
providing unfailing support for the Group throughout the
financial year.
To our shareholders, I want to offer our thanks for their
continued support during a year when they had to manage
the impacts on their personal and professional lives
of immense change. The Board is confident the investment
we have made in the last three years to position the Group
will provide sustainable competitive advantage and long-term
shareholder value.
Joan Withers – Chair
DRAFT
10
The Warehouse Group
New Zealand’s retail landscape changed profoundly when
Sir Stephen Tindall opened the first The Warehouse store
in Takapuna in 1982. Reflecting the business’ early mission
statement – “Where people come first and quality is affordable” –
products we now regard as necessities became available to New
Zealanders at affordable prices.
For the first 2 or 3 years he traded out of a small warehouse-
style building in Takapuna.
It was not long before the business expanded. In 1985 The
Warehouse Limited started a new venture in Christchurch on
a 50/50 joint venture partnership basis with H&J Smith Ltd,
also trading under the the name 'The Warehouse' and the basis
for the establishment of regional operations throughout New
Zealand began with other joint venture partners.
Following the opening of the first purpose built hyperstore in
Manukau in May 1992, it became clear that the business had
outgrown the regional JV structure. In April 1993 The Warehouse
Limited became one company to improve efficiency and
coordination. When the company listed in November 1994, it was
the only general merchandise retailer on the New Zealand Stock
Exchange, with 53 stores across 38 cities and towns nationwide
and was already one of New Zealand’s leading retail companies.
Further innovation followed closely after listing including the
implementation of a new computer
system, TUI (Technology Used
Intelligently) in 1995, still in use within
the company, and in 1996 the additions
of distribution centres in both the North
and later in the South Islands equipped
with the latest fully automated
conveyor technology to streamline
stock distribution processes. The Store
Support Office in Northcote was also
completed and opened in 1996, as well
as a The Warehouse internet page created in December 1996,
giving The Warehouse a presence on the worldwide web.
Sir Stephen frequently credits his parents’ work ethic as a force
that has motivated his business achievements. He has also been
inspired by the entrepreneurs Warren Buffett and Microsoft
founder Bill Gates for their philanthropy.
In 1994 Sir Stephen and his wife Lady Margaret Tindall
established The Tindall Foundation, one of New Zealand’s
leading philanthropic foundations that has since donated more
than $184 million to support Kiwi families, communities and the
environment. The Foundation is committed to making a positive
difference in Aotearoa, New Zealand by supporting initiatives
that develop long-term social change and use innovation to
deliver social impact.
Throughout The Warehouse Group’s ongoing expansion, the
business has stayed true to Sir Stephen’s founding principle of
putting the customer first. His insight, advice and counsel have been
and will continue to be important to the business’ executive team.
New Zealand’s wider business community also gains the benefits of
Sir Stephen’s knowledge and generosity. In 1999 he founded K1W1,
a family investment company, which has invested over $250m
into more than 150 start-up and early stage businesses in biotech,
software, clean tech, high tech, and environmental technologies.
He has sponsored Team New Zealand in contesting the America’s
Cup and as Chair of Team New Zealand was involved in winning
the Cup in Bermuda and is now busy helping to prepare Auckland
to host the Cup defence.
Sir Stephen chaired the Growth and Innovation Advisory Board,
the Climate Change Leadership Forum from 2007 to 2009, and
the Broadband Investment Forum from 2008 to 2009. He also
chaired a section of the Job Summit Working Group in 2009, with a
particular focus on Auckland, including an involvement co-funding
the mayor’s taskforce on jobs.
His inspirational leadership and commitment to fostering ingenuity
and sustainable growth have garnered many awards and honours,
including being appointed as an Officer of the New Zealand
Order of Merit (ONZM) in 1997, which became Knight Companion
of the New Zealand Order of Merit in
2009 and was then elevated to Knight
Grand Companion in the 2019 New Year
Honours. He was named Kiwibank New
Zealander of the Year in 2015.
Sir Stephen is one of New Zealand’s
most well-known and highly respected
businessmen. His ingenuity and
entrepreneurship in founding The
Warehouse Group and introducing
affordable products in the 1980s set
the foundation for the continual growth and diversification
which remains a cornerstone of the Group’s philosophy for
continued success.
Sir Stephen has been on a leave of absence from the Board since
October 2017, with Robbie Tindall representing Sir Stephen during
this time. Sir Stephen will retire by rotation and will not seek
re-election at the Group’s Annual Shareholders' Meeting on 27
November 2020. Sir Stephen, The Tindall Foundation and various
other family interests will continue to retain over 50% shareholding
in the Group.
The Board and Management would like to take this opportunity
to thank Sir Stephen and Lady Margaret for their many years
of dedication to the Group and their continued support into
the future.
SIR STEPHEN
TINDALL
DRAFT DRAFT
Sir Stephen is one of New Zealand’s most well-
known and highly respected businessmen, whose
generosity and philanthropic efforts are widely
acknowledged and admired.
Our Founder and Non-Executive Director
11
Integrated Annual Report 2020
Not long after Sir Stephen opened his first store in 1982, Keith
started providing accounting, tax and corporate advice,
bringing to the business the benefits of an extensive financial
background. His professional career has included being a
senior partner in the accounting practice Spicer & Oppenheim
which later became BDO Spicers, and serving as a president of
the New Zealand Institute of Chartered Accountants.
After joining The Warehouse Group Board in 1988, Keith
became the Chair following The Warehouse Group Limited’s
public listing on the New Zealand Stock Exchange in 1994. He
served in that capacity until 2011 when he stepped down and
became the Deputy Chair. In 2017, he became the Chair of the
Audit and Risk Committee.
Keith’s long-standing record of leadership as a director and
advisor to companies covers a diverse range of industries,
including the energy sector, rural services, printing, media
and exporting. He maintains a vital presence on the boards
of other listed companies, including Goodman New Zealand
which he chairs. He is also a director of Mercury NZ Limited,
Sky Network Television Limited, Healthcare Holdings Limited
and several other private companies.
During a period of significant transformation at The
Warehouse Group, Keith’s extensive experience and
financial expertise have been invaluable to the business
as it has acquired and grown to a portfolio of six brands.
Keith has been a major asset to The Warehouse Group
over his many years of service where he has provided
enormous support, experience, financial expertise and
wisdom to the whole Board and the Group. He will be
greatly missed by all those who have worked with him.
Keith will retire by rotation and will not seek re-election
at the Group’s Annual Shareholders’ Meeting on 27
November 2020.
The Board and Management would like to take this
opportunity to thank Keith for his dedication and many
years of service to the Group.
KEITH SMITH
DRAFT
From its earliest days, Keith Smith has played a part in the successes
of The Warehouse Group.
Deputy Chair, Chair of the Audit and Risk Committee
12
The Warehouse Group
CEO'S
REPORT
"At the time of our half-
year announcement, our
results demonstrated that
we were on track with the
implementation of our
strategy and our far-
reaching transformation
programme."
CEO’s Report
Nick Grayston
CEO, The Warehouse Group
DRAFT DRAFT
13
Integrated Annual Report 2020
Strategy stress tested
The global cataclysm wrought by COVID-19 has stress-tested our
strategy, our business and our people far beyond the levels anyone
could have expected or desired. Obviously it has not been business
as usual this year for anyone, anywhere in the world.
Relative to the experiences of those elsewhere we have been
fortunate in New Zealand. Nevertheless, COVID-19’s impact has
made huge demands at every level of The Warehouse Group. Events
during the final months of FY20 required that our teams work in new
ways – whether it be store team members fulfilling online orders
in-store or our Store Support Office teams supporting the customer
engagement centre or working in our fulfilment centre.
Our experience in navigating the uncertainty and restrictions
during New Zealand’s initial response to the pandemic gave us
even greater confidence that the Agile model at our Store Support
Office will support the business with speed to market, collaboration,
innovation and productivity.
After six months of operating frontrunner tribes to help us define
optimal operating models, we moved fully to this way of working in
late August. This will enable us to further increase our focus on New
Zealanders’ needs in a retail environment where the one real constant
is the relentless pace of change.
Learning from adversity
At the time of our half-year announcement, our results demonstrated
that we were on track with the implementation of our strategy and
our far-reaching transformation programme.
We experienced some real challenges during Christmas, brought on
in part by New Zealand’s adoption of heavy discounting as early as
Black Friday in November. Additionally, every six years, there is one
less week between Black Friday and Christmas, which compresses
the selling season and tends to have a profound effect on overall
spending – 2019 was one of those years. We did, however, see a late
wave of spending at the end of a shorter Christmas trading season
which flowed into decent results in January.
Also, we experienced an operational challenge during this period:
the self-inflicted wound we sustained from an initiative to centralise
fulfilment functions for The Warehouse and Warehouse Stationery
and deploy a new Warehouse Management System (WMS).
With the benefit of hindsight, we now know that insufficient user
input and early-stage support in the planning and development
phase, underpinned by poor quality of data, data architecture and
governance, contributed to the issues relating to the WMS project.
We regret that this happened and the inconvenience that it caused
to our customers.
But we have learnt a great deal from the experience, which
underscored that the old-fashioned siloed methods of execution and
hierarchical structures are no longer fit for purpose. It also highlighted
that 25 years of under-investment in information systems and physical
infrastructure is a problem we must address in order to become a
nimble, customer-centric company.
We set in place a very purposeful recovery plan. In addition, one
of our experienced senior executives - Pejman Okhovat - is now in
charge of the integrated supply chain.
We had already planned to shift to an Agile operating model and
the WMS experience further validated its introduction. These
learnings are all the more important given the huge slate of systems
modernisation we have ahead of us.
Our response to the WMS challenge also meant we were much better
placed when COVID-19 hit.
The closure of our physical stores and the subsequent permission
from the Government to sell essentials online proved to be a
quantum leap for our online sales, with 48% of our online purchasers
during this period being new eCommerce customers.
We saw exponential growth in eCommerce in just two months
from April through to June. While not all this growth has survived
lockdown, much of it has and this behaviour shift will have profound
effects on legacy retailers, which necessitates the acceleration of
our transformation.
The institution of social distancing meant we could only deploy 60%
of our people in the fulfilment centre – and that could have crashed
the business totally.
However, the benefit of becoming much more Agile was that
very quickly we opened up 30 The Warehouse and Warehouse
Stationery stores as online fulfilment centres, which took a lot of the
pressure off. We also quickly moved to open all 75 Noel Leeming
stores as fulfilment centres due to demand.
It was by no means perfect. When stores reopened, there were
issues around contactless Click & Collect because we weren’t
designed to satisfy the volumes ordered, exacerbated by the
problems experienced by our delivery service providers.
Yet, by and large, we coped. That would not have been the case
in the last months of calendar year 2019. It’s a real learning from
adversity, and also points into the health of the future.
We still have in front of us a major task in terms of information
system and physical infrastructure upgrades. We have an
integrated systems strategy and are well placed to begin rolling
out improvements. For example, introducing a new finance and
inventory system in The Warehouse will enable real-time visibility
of inventory that will have a customer-facing benefit.
COVID-19: Agile adaptation
In the days immediately prior to New Zealand’s initial COVID-19
lockdown, the Group faced considerable uncertainty.
We had to pivot quickly after unexpectedly being told we could not
operate our stores or online services during alert levels 4 and 3.
Subsequently it became clear that people needed access to our
products so they too could make the necessary adjustments in
their work and home lives.
We worked very closely with the Ministry of Business, Innovation and
Employment (MBIE), and other government officials. We took great
care to do exactly what they asked us to do. We were a participant in
National Emergency Management Agency (NEMA), the Police’s retail-
focused COVID-19 response team, and worked with other retailers
and industry in the lead up to and during lockdown.
We were able to provide an important service to New Zealand
by supplying essential goods online through The Warehouse,
Warehouse Stationery and Noel Leeming.
Our earlier decision to diversify our supply chain by building a
direct sourcing business with relationships into factories in China,
India and Bangladesh stood us in good stead in terms of continuity
of product supply.
In the early stages of New Zealand’s COVID-19 response, we were
fortunate to have front loaded deliveries from China by early
January to account for Chinese New Year. That meant we had three
months’ insulation in the system. In the end, China reopened fairly
quickly, so the impact on our business was more influenced by
decisions as to what and how much in terms of orders to cancel in
ambiguous circumstances around the impact of COVID-19.
In South Asia, many factories have been working through lockdown
because their workers need to continue earning. In an effort to do
the right thing, we have tried to keep our contracts going and have
also taken additional steps to support our partners. These include
distributing COVID-19 safe resource kits prepared by our industry
DRAFT
14
The Warehouse Group
partners to supplier factories. In the case of India, Bangladesh,
and Pakistan, we have contacted factories directly to confirm and
track their COVID-19 management practices, and to ensure that
they were meeting all payment obligations to their workforces and
operating in accordance with any government guidelines.
Delivering value across our brands
Revenue for The Warehouse in FY20 increased marginally to $1.7b,
with gross margin down 70 basis points.
It was pleasing to see the continued increases in quality and
value perception, and to reap the benefits of greater acceptance
of our Every Day Low Prices strategy, which also drove further
productivity improvements.
We are very proud of the resilience that our people demonstrated
in coping with extremely uncertain circumstances as a result of
COVID-19 and the work the fulfilment team has done to meet the
surge in online demand.
Noel Leeming had another record-breaking year – exceeding $1b
revenue for the first time, with operating profit up 20.8% to $46m
this year. Operating margins also improved 50 basis points from
4.1% in FY19 to 4.6% this year.
The continued execution of services and growth into the
commercial business gives us a platform to build into B2B. Services
delivered significant growth with a 19% increase year-on-year. Other
milestones included the successful launch of our new Protection
service plans; the growth of Consultation which delivered over
$2.2m this year; and the introduction of our free Tech Solutions
helpdesk, which has helped over 18,000 customers.
The successful introduction in November of our new digital team
member – Nola – at our Westfield Newmarket store marked a further
leap in innovation. Nola is one of the first human-like interfaces
backed by artificial intelligence in a New Zealand retail store, and
is positioned to help shoppers navigate the store and answer
questions they may have. She is now working in our contact centre
helping customers there too.
We have done some hard yards in Torpedo7. Revenue was up 10.7%
to $191m on last year but there was an operating loss of ($14.7m).
The loss was caused by continued correction of inventory profiles
and the impact of not being able to trade during lockdown and
resulting inventory imbalances.
While we are not there yet on the results, Torpedo7 is expected
to deliver. We are confident that we are making progress towards
profitability and will see a quantum leap in performance in FY21.
The recruitment of Simon West, who became Torpedo7’s CEO in
August 2019, has provided the steady, experienced and dedicated
leadership required to lift the brand’s performance. We are starting
to see evidence of progress with changes to merchandising, the
product mix, improved skill sets in stores, and steps taken to grow
distribution and fulfilment capabilities.
Warehouse Stationery continued to build on the momentum of
its positive performance in FY19. Retail sales were up 0.1% with 50
basis points lift in gross margin. Operating profit also increased from
$16.7m in FY19 to $22.8m this year.
There were seven further integrations of The Warehouse and
Warehouse Stationery stores, taking the total number to 17. These
Red and Blue store integrations are delivering the performance
benefits we had sought, and we continue to assess further
opportunities to bring stores together across our portfolio.
TheMarket.com more than proved its reason for being
during COVID-19 alert levels 4 and 3. It was an extraordinary
achievement by the team to go live in August last year, and to do
so under budget. We have seen good growth, with the number of
merchants choosing to participate on TheMarket.com platform
reaching over 650 by the end of July 2020.
We have learnt a great deal about the drivers and cost metrics of
engagement and acquisition. The focus now is to grow TheMarket.
com’s offerings further and keep leveraging Group strengths to
benefit customers. While we know there is still a lot of work to be
done, TheMarket.com has had a very good foundational year and is
meeting planned performance targets.
As stated earlier, Group online sales accelerated well beyond
expectations due to the impact of rapid changes to our
customers’ shopping options and habits during the COVID-19
lockdown.
We knew before COVID-19 that our digital strategy and expanded
online offerings were a critical component of our future growth.
This year’s results validate continued investment in developing our
online channels.
Here for good
In December 2019, the Group’s Chief Sustainability Officer David
Benattar and I attended COP25 (The Conference of the Parties – the
supreme decision-making body of the United Nations Framework
Convention on Climate Change) in Madrid. As part of the New
Zealand delegation led by Minister for the Environment James
Shaw, we participated in panel discussions and meetings between
government, non-government organisations (NGOs), scientists and
business on the collective global effort to combat climate change.
After moving to become a carbon neutral business last year, we were
honoured to attend and share our perspectives.
While the conference itself ultimately had a disappointing
result, with no global agreement to Article 6 which regulates the
international trade of carbon emission credits, the summit was
full of valuable insights.
In particular, we saw how the engagement of the private sector is
essential to addressing the climate crisis, in ways that governments
and NGOs cannot do. Companies are stepping up globally and
taking action on sustainability because they think it is the right
thing to do and because the customer is requiring it. They are
moving faster than governments which have, so far, failed to deliver
the mechanisms for achieving the Paris Agreement commitments.
COVID-19 will not slow down our commitment to increasing the
element of sustainable product quality and materials, packaging
and consumption that we supply.
We have dedicated our efforts to marrying sustainable attributes
with affordability so customers do not have to pay more. We
now have over 6,000 products with sustainable attributes in our
stores. We are doing much more to tell our customers about those
products, having just launched our ‘Sustainable and Affordable’
campaign to educate our customers around the fact that a value-
based offering doesn’t necessarily require compromise, in terms of
sustainability.
The Group takes seriously its role in helping to upskill New
Zealand’s workforce. For the hundreds of young people
participating in our youth and gateway programmes, like P-TECH
and Red/Blue Shirts in School.
We worked with our partners to move swiftly to provide laptops for
students needing them, and to support curricula and programme
redesign so that learning could be moved online.
In-store training for our Red Shirts in Communities programme
with the Ministry of Social Development was paused as a result
of COVID-19 restrictions.
We have an increasing focus on equality and diversity. In July 2020
we joined other major businesses which signed the ‘NZ Retailers
Against Racism Pledge’ to confirm an ongoing commitment to
address racism proactively, along with a refusal to tolerate other
forms of abuse at work.
CEO’s Report
DRAFT DRAFT
15
Integrated Annual Report 2020
Approximately one in four New Zealanders lives with a physical,
sensory or learning disability, mental health or other challenges.
We partnered with Accessibility Tick, a pan-disability provider, to
make the Group’s workplaces more accessible and inclusive for our
team members and customers with disabilities. In December 2019,
we became the first retailer to achieve the Accessibility Tick.
In September, we announced our Retail Wage commitment, entitling
employees at The Warehouse with at least a year’s worth of service to
receive a pay increase to $21.15 per hour in 2020.
We have also started to trial a new programme aimed at rewarding
our customers and providing them a way to support the causes
they are passionate about. Called ‘Giveit’, the programme enables
customers to access exclusive offers and rewards, via The Warehouse
app and through scanning a QR code in store. Every time a customer
shops with us through their Giveit account, The Warehouse gives
back to a local cause of their choice.
Responding to an uncertain trading environment
COVID-19 caused some major customer changes – particularly the
shift to online. Although peak online numbers dropped after we
reopened our stores, they remain around double the level prior to
the COVID-19 lockdown. It is a change that looks set to stay.
The sustained shift online causes
some specific challenges to our
business model and raises questions
about the need for quite so many
physical store locations.
Good retailers should be assessing
the suitability of their network
continuously. Value for money has
never been more important to our
customers. We can deliver that if
we manage our costs and run our
business efficiently.
That is why we have accelerated
some changes around in-store
operations and the location of some
of our stores in response to our
uncertain trading environment.
It is not just about closing stores.
It’s about evolving our store network
– and that has seen us open new
stores at Lunn Ave in Auckland,
Westfield in Newmarket, and
Northlink in Christchurch.
We have also confirmed and
signalled the closure of several stores including The Warehouse
Birkenhead (Auckland), Dunedin, Johnsonville (Wellington),
Whangaparāoa, and Noel Leeming Takapuna (Auckland), the
Palms and Papanui (Christchurch), Tokoroa, Henderson and St
Lukes Clearance Centres and Warehouse Stationery Te Awamutu.
Our Dunedin Central store will become a 'dark store' to serve our
customers’ online orders.
The result of all these changes could see a reduction of
approximately 320 full-time equivalent roles across the business.
We have made these changes to weather the effects of the varying
economic conditions and customer habits with strength, and help
us to continue to be there for our team of more than 11,000 as well
as for our customers and communities. Very specifically, the growth
of online, both customer direct and via Click & Collect as well as
changing shopping times requires us to redeploy our workforce, in
many cases altering their rosters.
During the year we welcomed some talented new people to our
executive leadership team.
Edwin Gear, our Chief Information Officer, brings a wealth of retail
information services experience. Most recently, he was the Chief
Information Officer of Metcash Australia, and has held prior roles
in New Zealand with Mitre10 and Foodstuffs. Alongside this, Edwin
has extensive operational and broader business experience
together with a strong track record of delivering change and
building and leading teams.
Richard Parker stepped up to become Acting Chief Human
Resources Officer, following Evelyn Ross’ resignation from the role
in January 2020, and has now been appointed in this role effective
31 August 2020. Previously, Richard held a number of senior human
resources and corporate legal roles at some of New Zealand’s
leading organisations including Fletcher Challenge, Telecom (now
Spark) and TVNZ.
There have been two other departures from the team. Mark Yeoman,
who became Chief Operating Officer in April 2018, played a key role in
the transformation of the business over the past five years. Mark left
the business in May 2020.
Post-balance date, our Chief Logistics Officer Chris Foord also
departed. Chris had led all aspects of our logistics and fulfilment
across the Group, including The Warehouse, Warehouse Stationery,
Torpedo7 and Noel Leeming.
Evelyn Ross, Chief People Officer,
also left the company during the
financial year.
We wish Mark, Chris and Evelyn all
the best in their future careers.
Maintaining momentum
As we look ahead to FY21,
we cannot afford complacency.
We saw a significant lift in sales
after our stores reopened. However,
the forecasts for New Zealand’s
economy indicate that there is a
significant contraction ahead. While
headline unemployment data in early
August was considerably better than
expected, those not participating in
the labour force rose by 37,000 in
the June quarter. By the end of July,
around 21,000 people were receiving
the COVID-19 Income Relief
Payment. There is much uncertainty
about the flow-on effects when this
subsidy ends.
Consumer confidence remains below the historical average. We
do not expect the recent wave of sales optimism to continue,
particularly in light of the re-emergence of community
transmission of COVID-19 in August and the potential for more
lockdowns or disruption to occur.
The Group is taking a conservative approach and expects the
coming year to be tough.
In spite of the challenging business environment, we will continue
to make the changes necessary to protect and grow our brands.
We will invest in our key infrastructure. We will refine our operating
model further as we embrace the principles of agility. And we will
continue to eliminate inefficiencies that impact on our productivity.
There is more work to be done.
Nick Grayston
CEO, The Warehouse Group
"We have
dedicated our
efforts to marrying
sustainable
attributes with
affordability so
customers do not
have to pay more
to do the right
thing."
Nick Grayston – CEO
DRAFT
16
The Warehouse Group
Our Purpose
OUR
PURPOSE
Every day, we're living our purpose by transforming
our business to exceed our customers' expectations
and have a positive impact on our communities.
Helping Kiwis live
better every day
DRAFT DRAFT
17
Integrated Annual Report 2020
Our Vision
OUR
VISION
is to build New Zealand
,
s
most sustainable, convenient
and customer-first company.
This means we will be profitable, and at the same time take responsibility
for our environmental and community impact. We believe that sustainable
business is good for our company, our customers, as well as the communities in
which we operate.
Being convenient means that more New Zealanders will gladly choose to
begin their shopping journey with one of The Warehouse Group’s brands. In a
world of abundant choices, convenience has become the most important way
of winning customers’ hearts. We will achieve this by providing products and
services when and where they are needed, with ease of access and a choice of
ways to pay and collect.
We understand that for us to win
in convenience, we must put the
customer first and mobilise the Group
in a way that allows us to keep pace
with our customers’ rapidly changing
expectations, to understand their
problems, and to solve them.This is why
we have moved to Agile ways of working,
where our teams are empowered
to deliver solutions quickly and put
our customers right at the heart of
everything we do, every day. For our
productivity, this means removing
unnecessary organisational layers and
silos. And for our people, this means
making The Warehouse Group the best
place to work.
DRAFT
18
The Warehouse Group
Our Shared Values
OUR
SHARED SHARED
VALUESVALUES
We put the customer first in
everything we do
Think customer
Whakaarohia te kaiutu
We walk the talk and
make things happen
Own it
Kia haepapa
We are one team, standing up
for our people, our planet
and our communities
Do good
Mahi i nga mahi pai
DRAFT DRAFT
19
Integrated Annual Report 2020
OUR
ECOSYSTEM
We’re building a
customer-centric
ecosystem for
New Zealand that
enables frictionless
shopping experiences
and creates greater
customer value
over time.
Our unique combination of local assets,
global partnerships, and our strong
financial position means we can further
scale our business by investing in the
right capabilities to serve our customers
more holistically.
We now have strong ecosystem
foundations in place with an established
physical footprint and market-leading
digital assets.
1
Our efforts and innovations
have already delivered significant omni-
channel capabilities across our stores,
services, supply chain, and our mobile
apps and online sites. These are already
improving the customer experience,
including the launch of 1-Hour Click &
Collect in Noel Leeming and the launch
of our online marketplace platform,
TheMarket.com.
Further improvements will make
customer shopping journeys with our
family of brands faster, easier and more
personalised through unified data,
platforms and people – while remaining
focused on the fundamentals of delivering
exceptional value and new assortments
with improved customer fulfilment and
payment options in store and online.
1
New Zealand’s No 1. retail site by traffic.
DRAFT
20
The Warehouse Group
Our Ecosystem
Shopping is where it all starts,
and we’re focused on making it an
easy and integrated omni-channel
experience.
• Stores - Our stores are convenient
and everywhere.
• eCommerce - Our first-party
e-Commerce sites and apps are
the top retail sites and apps in NZ.
• Marketplace - TheMarket.com
helps take our range from
120,000 to 2 million plus!
Omni-Channel Shopping
We start everything by focusing on our customers.
We wrap our customer experiences around three
unified enablers: our people, our platforms, our data.
Our customer loyalty
programmes bring it all
together by rewarding
customers for engaging
with The Warehouse
Group’s brands.
Loyalty
Our Customer
P
E
O
P
L
E
P
L
A
T
F
O
R
M
S
D
A
T
A
OUR ECOSYSTEM
DRAFT DRAFT
21
Integrated Annual Report 2020
Customer fulfilment
and our logistics
relationships get the
goods and services
to our customers.
Our services help our
customers and businesses
in their daily lives.
Fulfilment
Click & Collect
Delivery
Services
Our payment
options help
customers pay
quickly and easily,
with more ways to
make their budgets
work for them.
Payments
Our supplier advertising
infrastructure will turn our store
and digital traffic into supplier
funding and incremental revenue.
Advertising
media
centre
media
centre
media
centre
media
centre
DRAFT
22
The Warehouse Group
OUR BOARD
INTERNAL
• Corporate Governance and
Nomination
Committee (Chair)
• Audit and Risk Committee
• Disclosure Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Sky Network Television Limited
• ANZ Bank NZ Limited
• Sweet Louise Foundation
INTERNAL
• Audit and Risk Committee (Chair)
• Disclosure Committee (Chair)
• Corporate Governance and
Nomination Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Goodman (NZ) Limited (Chair)
• Mercury NZ Limited
• Healthcare Holdings Limited
• Sky Network Television Limited
INTERNAL
• Disclosure Committee
• Corporate Governance and
Nomination Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• K One W One Limited
• The Tindall Foundation
• Foundation Services Limited
Joan has been a professional
director for more than 20 years and
spent over 25 years working in the
media industry, previously holding
CEO positions at The Radio Network
and Fairfax Media. Her current
governance roles are Chair of The
Warehouse Group Limited, director
of ANZ Bank NZ Limited and Sky
Network Television Limited. Joan
has previously held Chair positions
at Television New Zealand Limited
and Auckland International
Airport Limited.
Joan is a Trustee of the Sweet Louise
Foundation and is Chair of a steering
committee working to increase the
percentage of South Auckland Māori
and Pacific Island students taking up
roles in the health sector.
Keith has been involved with
The Warehouse Group since Sir
Stephen opened his first store in
1982, initially providing accounting,
tax and corporate advice, and
was Chair from 1995 to May 2011.
He has a long-standing record of
leadership as a director and advisor
to companies in a diverse range
of industries, including the energy
sector, rural services, printing, media
and exporting.
Keith is Chair of listed company
Goodman (NZ) Limited and is a
director of Mercury NZ Limited,
Sky Network Television Limited,
Healthcare Holdings Limited and
several other private companies.
He is a past president of the
chartered accountants Australia
and New Zealand.
In October 2017 Sir Stephen Tindall
decided to take a leave of absence
from the business. Robbie represents
him during this time. Robbie has
been attending Board meetings
since his appointment in 2011.
Robbie studied Arts and Science at
the University of Auckland before
spending eight years at
The Warehouse in various
merchandise and buying roles. Today
he works for K One W One Limited,
a family investment company,
working alongside and investing
in some of New Zealands most
exciting technology and innovation
companies as they grow and seek
to go global.
Joan Withers
MBA, CFinstD
Chair & Independent
Non-Executive Director
Keith Smith
BCom, FCA
Deputy Chair & Independent
Non-Executive Director
Robbie Tindall
BA, BSc
Non-Executive Director
(Alternate to Sir Stephen Tindall)
Our Board
DRAFT DRAFT
23
Integrated Annual Report 2020
INTERNAL
• Health, Safety and Wellbeing
Committee (Chair)
• Audit and Risk Committee
OTHER DIRECTORSHIPS
• Z Energy Limited
• Television New Zealand Limited
• Southern Cross Health Society
• Southern Cross Pet Insurance
Limited
• Jade Software Corporation
Limited
Julia has extensive digital,
customer, data, information
technology, strategy and business
transformation experience across
a number of sectors including
airline, telecommunications, local
government and not-for-profit in
New Zealand and Australia.
Julia has a strong track record of
delivering award-winning innovative
customer-facing products and
services. She has been a professional
director for six years. Previously, Julia
was the Chief Information Officer
of Air New Zealand, and she was
awarded the New Zealand CIO of the
Year award in 2009.
Julia Raue
CMinstD, GAICD
Independent
Non-Executive Director
John has had an extensive retail
career, which includes executive
experience across sectors that
span general merchandise,
fashion apparel, FMCG, consumer
electronics, telecommunications,
hospitality and electricity retailing.
Over his 30-year career John has
spent 15 years with The Warehouse
Group, starting as a joint-venture
partner in 1990 and progressing
through senior roles in operations,
marketing, merchandise,
international sourcing and
business development. He has also
had CEO roles with Noel Leeming
and foodservice distributor
Southern Hospitality.
INTERNAL
• Audit and Risk Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Vanishing Point Limited
• Farmlands Society
• Colonial Motor Company Limited
• Quantiful Limited (Member,
Advisory Board)
John Journee
BCom, CFinstD, MAICD
Independent
Non-Executive Director
INTERNAL
• People and Remuneration
Committee (Chair)
• Corporate Governance and
Nomination Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Les Mills International Limited
• Wayfare Limited
• BLIS Technologies Limited
Tony has extensive global retail
and eCommerce experience with
a strong track record in a diverse
range of industries. Most recently,
he was General Manager (Markets)
for Icebreaker Clothing with
responsibility for the companys
global business units in New
Zealand, Australia, USA, Canada,
Europe and Asia as well as the
development of the companys
rapidly growing eCommerce and
retail business units.
His prior experience includes
senior roles in Monster.com and
Seek.com, both successful online
recruitment sites.
Antony Balfour
BCom
Independent
Non-Executive Director
DRAFT
24
The Warehouse Group
INTERNAL
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Facebook Pty Limited
• Meandu Australia Pty Limited
INTERNAL
• Audit and Risk Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Fulton Hogan Limited (Chair)
• Auckland International Airport
Limited
• Tappenden Holdings Limited
• Skyline Enterprises Limited
Dean has significant CEO and
financial markets experience. Most
recently he was CEO of Silver Fern
Farms Limited where he successfully
led the business through a period of
significant change and improvement
in financial performance, staff and
supplier engagement, sustainability
and consumer trust in brand.
His prior experience includes 12
years at global investment bank
Deutsche Bank, working in both
Australia and New Zealand where he
advised a wide range of companies
on mergers and acquisitions,
capital management, corporate
restructuring and capital raising.
Renee has had extensive experience
in business transformation, corporate
strategy and technology innovation.
Renee is the Technology Lead for
Spark NZ with responsibility for
technology innovation across Spark.
She has also played a key leadership
role in the organisation's transition
to Agile.
Renees previous experience
includes roles with Air New Zealand
and Macquarie Group, both here
and abroad. Renee holds a Bachelor
of Engineering (Automation and
Control)(Hons) and a Postgraduate
Diploma in Business Administration
from Massey University.
Will is a seasoned business leader
and has an extensive track record
of driving growth across emerging
markets and technologies. He is
currently Managing Director of
Facebook for Australia and New
Zealand and was previously Vice
President at Facebook for Asia
Pacific Emerging Markets. Other
roles in his portfolio include Regional
Director at Google for Mobile and
Social in the Asia Pacific region and
Director of Sales at Microsoft in the
Consumer Products Division.
Will has a passion for the retail
industry and has worked closely
with retailers throughout his career.
He started with Coca-Cola as a
Retail Sales Manager and believes
that “there are more opportunities
than risks in retail, provided
retailers focus on improving
organisational designs”.
Dean Hamilton
BCom
Independent
Non-Executive Director
Renee Mateparae
BEng
Future Director
Will Easton
Independent
Non-Executive Director
Our Board
DRAFT DRAFT
25
Integrated Annual Report 2020
Relevant Board Skills to
execute Group Strategy
Joan
Withers
Keith
Smith
Will
Easton
John
Journee
Robbie
Tindall
Julia
Raue
Tony
Balfour
Dean
Hamilton
Industry specific
Operational experience in the retail
industry
Brand, marketing and customer
experience
Omni-channel retail experience
Digital and technology
experience
Direct sourcing experience
Logistics experience
Specific to Group strategy
Development of a high
performance culture
Senior leadership of change
management at scale
Transformation and business
disruption experience
Innovation and entrepreneurism
Government relations
Union relations
Environment and Corporate
Social Responsibility experience
Subject matter expertise
Development and execution
of business strategy
Governance experience
Large company leadership
experience
Finance/accounting expertise
Audit committee/ risk
management experience
Regulatory knowledge and
experience
Health and safety experience
HR/learning and development
experience
Financial markets experience
Iwi relationships and connectivity
Shareholder and investor relations
experience
Primary skills
Secondary skills
BOARD SKILLS
MATRIX
Governance plays a critical role in business and stakeholders deserve the highest standards of corporate
governance from their boards.
Our Board skills and diversity self-assessment found that the Board holds many strong attributes with a diverse
mix of skills among the Directors. This will help drive the Group to achieve our strategy through great execution,
brand marketing and customer experience.
DRAFT
26
The Warehouse Group
Our Brands
OUR
STORES
257
stores across
New Zealand
The
Warehouse
stores
92
Warehouse
Stationery stores
(incl. 17 SWAS)71
1-day | TheMarket.com
Plus leading websites and apps
Torpedo7
stores20
Noel Leeming
stores74
DRAFT DRAFT
27
Integrated Annual Report 2020
LOVE THE
EVERYDAY
FOR LESS
The Warehouse is the country’s largest general
merchandise retailer with a presence in virtually
every Kiwi home and community.
Our customers guide our focus as their shopping
behaviours change. Shifts to more convenient options
increased online sales by 50% and Click & Collect sales
by 60%. Our footprint continues evolving as a result.
We have opened a new generation of stores starting
with Lunn Avenue, closed our Birkenhead store, and
opened seven new Warehouse Stationery stores-
within-a-store (SWAS). The top-ranked Warehouse app
became the vehicle for the first trial of Giveit™, our
customer engagement programme focused on giving
back to communities.
Our team members continue to invest in product
quality while keeping our prices low. We reset our
bike programme with improved quality and safety
standards. We relaunched our denim range with new
fabrications, improved fits, a reduced assortment
and better availability on essential lines with the
introduction of volume tables, and post lockdowns
we have seen sales increase by 38% on last year.
Communications and gaming remained strong, and
updated Veon smart TVs remain New Zealand’s No. 1
selling TV by units. Toys remained a standout category
at The Warehouse, the nation’s biggest toy store
and the home of favourite brands like Lego. Families
appreciate our Dollar Deals on everyday items like
grocery, health, beauty and cleaning. We continued
to support locally-made products like Whittaker's and
Sistema. We also launched our $1 range of hygiene
products to tackle period poverty.
We aspire to become New Zealand’s most sustainable
company, in line with our values and our customers’
preferences. More than $100m in sales relating to
6,000 products with sustainability attributes. We
joined the Better Cotton Initiative (BCI), and our
sustainable packaging standards are reducing plastic
wherever possible.
Our team’s passion for our customers and communities
helped us manage through COVID-19. We mitigated
risk by moving more of our range into basics and
continuity products. Simplifying our range remains a
top priority as we look to continue to reduce our SKUs
(stock-keeping units) across our range in FY21. We
also maintained good levels of stock during COVID-19.
Importantly, we supported and strengthened our
supplier relationships by continuing our commitments
throughout COVID-19.
Our Brands | The Warehouse
DRAFT
28
The Warehouse Group
Our Brands | Noel Leeming
THE AUTHORITY IN
APPLIANCES, TECHNOLOGY
AND SERVICES
Other highlights include growing our market share
by 120 basis points on the previous year to 42%,
achieving 19% growth in Services and 7.5% growth in
our Commercial division year-on-year. Online sales
growth of 145% contributed to our record
sales achievement.
These successes reflect a core belief at Noel
Leeming: keeping the customer at the centre
of our thinking delivers business growth.
This year innovation was at the heart of our business
activities, with the launch of 1-Hour Click & Collect
and the Noel Leeming app. We introduced free
Tech Helpdesk consultations with any purchase,
helping over 18,000 customers. We grew the myNoel
Leeming loyalty programme with high scores across
all metrics, while also launching new Protection plans
that work harder for our customers.
We introduced Nola – the first digital human in
the sector – and then expanded her abilities into
online chat, store concierge, and sales assistance
Noel Leeming helps Kiwis enrich their lives
through technology. We pride ourselves on
offering Kiwis global and home brands, coupled
with innovative, world-class service. This was
a significant year as Noel Leeming joined the
elite group of New Zealand businesses turning
over $1b dollars in annual sales.
for online consultation. In another milestone, the Apple
and Noel Leeming television campaign was the first
advertising integration of its kind globally.
We improved our store footprint, opening our
Newmarket store Innovation Hub, setting a new
benchmark for consumer electronics retailing in
Australasia. We also launched Smart Home stores
for customers to experience a true smart home
environment.
Staff engagement and learning tools that increased
the expert service level across all stores helped lift
performance. Noel Leeming delivered the highest
amount of technology to Kiwi kids through commercial
relationships in the education sector. By improving our
Services Consultation offering, more New Zealanders
have our passionate experts working with them when
and where they like.
DRAFT DRAFT
29
Integrated Annual Report 2020
Helping our customers do their best work is
what Warehouse Stationery stands for. Our
customers know whatever the challenge or task,
we have the tools they need. We make it easy
for our customers to do their job well, be it in
business, a creative project or helping educate
the leaders of tomorrow.
Customer shopping behaviour continued to evolve as
online sales grew 25% and Click & Collect sales grew
76%. In line with these changing dynamics, we opened
seven new stores-within-a-store (SWAS) and one new
stand-alone store in Dunedin.
FY20 highlights included our Back to School campaign
where Warehouse Stationery remains number 1.
Warehouse Stationery achieved retail operating
profit of $22.8m up 36.6%, with gross margin growth
of 50 basis points year-on-year. Our bring your own
device (BYOD) sales grew 26% YOY. We are meeting
our 'business made easy' promise with initiatives
supporting local companies and broadening our
range to satisfy Kiwi businesses’ needs. New offerings
include health and safety, cleaning, and canteen
products, and an expanded furniture selection
including locally-made options.
We also launched our own office products range,
featuring the Warehouse Stationery brand. We
expanded our te reo Māori range of school supplies
and launched our recycled exercise book range, as
DO YOUR
BEST WORK
well as our sustainable wheat paper, to further deliver
on our sustainability efforts.
The Art and Craft category has enjoyed consistent
growth, supported by our seasonal Get NZ Creating
campaigns, the relaunch of Inspiration Station, and our
art and craft sales were up 19.3% on the previous year,
and gross profit up 21%.
COVID-19 saw more people working from home as
New Zealand went into lockdown. We grew our position
as a key provider of office products with consistent
category growth and margin increase year-on-year.
Our Brands | Warehouse Stationery
DRAFT
30
The Warehouse Group
SEE YOU
OUT THERE
Torpedo7 believes that New Zealand is the
world’s best outdoor playground. That is why we
live for gearing up our customers, with a broad
range from the world’s best adventure brands,
alongside our own proudly designed products
that equip Kiwis to gain the most from their
outdoor pursuits.
With a newly focused leadership team in place, we have
made good progress year-on-year, with sales growing
10.7%, and in-trade product margin improving 22.9%.
FY20 saw continued store network expansion as
we opened four new stores in Newmarket, Rotorua,
Tauranga and Northlink (Christchurch). This was
complemented by strong growth in our online channel,
with sales up 72% on the prior year.
Torpedo7 Club continued to drive engagement,
accounting for nine out of ten customer transactions.
We leverage deep insights from customers’ attitudes
and shopping behaviours alongside transaction data,
to make sure our marketing and communications
remain customer-led and personalised.
Our digital reach grew with Facebook fans up 29%
on the prior year, Instagram followers up 47%, and
our loyalty database up 20%.
Torpedo7’s passion for the outdoors inspires our retail
activities and our care for the environment. This year,
we partnered with Sustainable Coastlines and Hillary
Outdoors to help make our outdoor activities more
sustainable.
In July 2020, Torpedo7 launched its 7 Wonders of NZ
campaign to help promote domestic tourism affected
by COVID-19. We have been humbled by the support
our customers have shown for New Zealand’s holiday
destinations.
Moving forward, Torpedo7 growth initiatives will
include a new club proposition to increase share,
building our in-house product range, continuing to
look for new store opportunities, and investing in
technology to drive efficiency.
Our Brands | Torpedo7
DRAFT DRAFT
31
Integrated Annual Report 2020
GET IT
ALL DONE
Online shopping in New Zealand expanded
to the next level with the introduction of
TheMarket.com on 1 August 2019.
TheMarket.com is an eCommerce marketplace
commanding a unique position in New Zealand’s
digital retail environment. It has quickly become
the place Kiwis visit to meet their shopping
needs, no matter what they are looking for.
With over 2 million products from more than 3,500
of the world’s most desirable local and international
brands, TheMarket.com’s range covers major lifestyle
categories including fashion, home and living, health
and beauty, electronics, sports and outdoors, DIY and
garden, pet, entertainment, food and pantry.
In November 2019 TheMarket.com launched
TheMarket Club, a subscription service that already
Our Brands | The Market
numbers thousands of customers who are able to
access VIP customer service, exclusive offers, and
free shipping for orders over $45.
In addition, TheMarket.com offers easy collections
and free returns from any one of the hundreds of
MarketPoints located in many The Warehouse, Noel
Leeming, Warehouse Stationery and Torpedo7 retail
stores across New Zealand.
TheMarket.com operates in close collaboration with
1-day.co.nz, offering up to 300 hot deals every day.
1-day.co.nz has been in operation since 2007 and is
the third-ranked eCommerce Group site by traffic with
25.6 million sessions last year. New Zealanders love
engaging with the twice-daily emails, ensuring they
don’t miss out on the latest offers which get snapped
up super-fast.
DRAFT
32
The Warehouse Group
Integrated Report
INPUTS AND RESOURCES
Create a world-class omni-
channel retail network that
leverages physical, digital and
infrastructure assets to deliver
customer needs and wants
in an efficient and innovative way.
Build solutions to address
productivity challenges and
create a dynamic organisation
that has the highest performing,
diverse retail talent in New Zealand.
Build ways of working that
foster repeatable and
competitive excellence.
Build strong relationships with
strategic stakeholder groups
that deliver sustainable value.
Accelerate our delivery of
sustainability proof points to
respond to stakeholders
expectations of businesses
driving positive outcomes
for our planet and society.
Ensure efficient utilisation of
financial capital to compete,
enable growth and provide
a return on capital.
R
E
T
A
I
L
V
A
L
U
E
C
R
E
A
T
I
O
N
P
R
O
C
E
S
S
Understanding our market
Demand forecasting analytics
Customer feedback, data and insight
• Customised product offering
Work with suppliers to focus on sustainability
• Taking a lead on sustainable product attributes.
Sourcing product
• International offices
Career pathways
Quality management and ethical sourcing practices
Build direct and strategic sourcing arrangements
• Sustainable materials and manufacturing processes.
Bringing product to market
• Efficient warehousing and distribution
Jobs for skilled and unskilled labour
Continuous improvement of systems and processes
Leverage third-party expertise
• Minimise our impact on the environment.
Omni-channel sales environment
Seamless customer experience through physical and digital channels
• Customer service training, flexible working and equal opportunities
• Product fulfilment focus
Customer loyalty
• Environmental best practice.
Supporting New Zealand communities
Universal reach to help widely throughout New Zealand
Superior customer service
• Effective community engagement programmes
Creating employment opportunities for
11,000 New Zealanders.
Our Environment
The consumption of resources to operate our business,
including transport, electricity, packaging and their impact
on our customers.
Financial Capital
The financial resources that enable the Group to execute
its business model and maintain financial resilience.
Our People
He aha te mea nui o te ao. He tāngata, he tāngata, he tāngata.
What is the most important thing in the world? It is people, it is
people, it is people. Our focus is to develop our people to be
the best they can be.
Our Relationships
Our stakeholders, their input to us and our contribution
to them, including our customers, suppliers, team members,
shareholders, government and community.
Our Networks
The strength and efficiency of our networks achieved through store
experience and digital customer channels, optimising our supply
change networks and data optimisation.
Our Expertise
Our expertise in, and understanding of, our customers’ needs
and wants, and our focus on systems, processes and innovation.
INTEGRATED
REPORTREPORT
Our business model:
This report is The Warehouse Group’s second Integrated Report. It describes our business model and how our resources all
contribute through our retail value creation process to achieve our value-created process goals and ultimately our vision to build
New Zealand’s most sustainable, convenient and customer-first company. The aim of this report is to outline our focus areas,
priorities and progress for each year, along with the risks and mitigations related to each of the resource areas of the business.
This Integrated Report has been prepared using the International Integrated Reporting Council’s (IIRC) Integrated Reporting
Framework. The Group’s Board and Management have established internal preparation and quality control processes to ensure the
quality and integrity of this report. We have not sought external audit or assurance for the non-financial information in this report.
Please refer to each of the capital disclosures on the following pages for value-created outputs and progress achieved in FY20.
DRAFT DRAFT
33
Integrated Annual Report 2020
VALUE-CREATED PROCESS GOALS
Create a world-class omni-
channel retail network that
leverages physical, digital and
infrastructure assets to deliver
customer needs and wants
in an efficient and innovative way.
Build solutions to address
productivity challenges and
create a dynamic organisation
that has the highest performing,
diverse retail talent in New Zealand.
Build ways of working that
foster repeatable and
competitive excellence.
Build strong relationships with
strategic stakeholder groups
that deliver sustainable value.
Accelerate our delivery of
sustainability proof points to
respond to stakeholders
expectations of businesses
driving positive outcomes
for our planet and society.
Ensure efficient utilisation of
financial capital to compete,
enable growth and provide
a return on capital.
R
E
T
A
I
L
V
A
L
U
E
C
R
E
A
T
I
O
N
P
R
O
C
E
S
S
Understanding our market
Demand forecasting analytics
Customer feedback, data and insight
• Customised product offering
Work with suppliers to focus on sustainability
• Taking a lead on sustainable product attributes.
Sourcing product
• International offices
Career pathways
Quality management and ethical sourcing practices
Build direct and strategic sourcing arrangements
• Sustainable materials and manufacturing processes.
Bringing product to market
• Efficient warehousing and distribution
Jobs for skilled and unskilled labour
Continuous improvement of systems and processes
Leverage third-party expertise
• Minimise our impact on the environment.
Omni-channel sales environment
Seamless customer experience through physical and digital channels
• Customer service training, flexible working and equal opportunities
• Product fulfilment focus
Customer loyalty
• Environmental best practice.
Supporting New Zealand communities
Universal reach to help widely throughout New Zealand
Superior customer service
• Effective community engagement programmes
Creating employment opportunities for
11,000 New Zealanders.
Our Environment
The consumption of resources to operate our business,
including transport, electricity, packaging and their impact
on our customers.
Financial Capital
The financial resources that enable the Group to execute
its business model and maintain financial resilience.
Our People
He aha te mea nui o te ao. He tāngata, he tāngata, he tāngata.
What is the most important thing in the world? It is people, it is
people, it is people. Our focus is to develop our people to be
the best they can be.
Our Relationships
Our stakeholders, their input to us and our contribution
to them, including our customers, suppliers, team members,
shareholders, government and community.
Our Networks
The strength and efficiency of our networks achieved through store
experience and digital customer channels, optimising our supply
change networks and data optimisation.
Our Expertise
Our expertise in, and understanding of, our customers’ needs
and wants, and our focus on systems, processes and innovation.
To build New Zealand's most
sustainable, convenient and
customer-first company.
DRAFT
34
The Warehouse Group
Risk & Materiality
Risk management
The Group’s enterprise risk management framework
seeks to ensure that there is an effective process in
place to manage risk across all our brands.
The Group acknowledges that risk management is
important to all aspects of our activities and is the
responsibility of every team member. Our leaders
have a particular responsibility to appraise their risk
environment, to put in place appropriate controls and
to monitor the effectiveness of those controls.
The Group’s risk appetite, which is set by the Board,
provides informed decision-making in the enterprise
risk management framework and delivers parameters
within which the business is expected to manage risk.
The Group’s enterprise risk management framework is
aligned with best practice and includes:
• A consistent, structured approach to identifying and
managing risk;
• Supporting the achievement of the Group’s strategic,
retail, financial and operational goals by managing
risks associated with each of these goals;
• Encouraging an open and transparent culture where
risk discussion and awareness is supported;
• Enabling better decision-making practices that
support risk-informed choices, prioritise actions and
distinguish between alternative courses of action;
and
• Encouraging an understanding of the risk
environment within which the Group operates.
Our risk management culture is based on a risk
management framework which utilises the three lines
of defence model. As the first line of defence, our
people have clear responsibilities for business risk
management including compliance with Group
policy and external requirements. The second line of
defence is managed by risk specialists throughout the
business who provide oversight to and compliance
with the first line of defence. The third line of defence
is the assurance provided by internal audit and other
professional service providers that report through to
the Audit and Risk Committee.
Implementing this risk management culture encourages
analysis and management of risk in all business
processes whereby risks are identified, assessed and
managed at both an enterprise level (top-down) and
business level (bottom-up).
The Group, as part of its ongoing risk governance, has
established an Enterprise Risk Management Committee
(ERMC) which comprises senior leaders from across the
Group. The committee meets monthly to ensure there
is a balanced view of risk and that critical risks
are understood, reviewed, appropriately managed
and reported.
Materiality
Materiality in the six capitals is different from financial
materiality in the financial statements. It is driven by
the risk appetite settings, and the specific outcomes
and strategies in each capital. A material improvement
in our environmental reduction outcomes, for example,
may be different this year compared to other years
depending on the starting position and default
trajectory of performance.
Building on an improvement may mean we have
a higher materiality for change than if we were
attempting to arrest a declining performance.
Materiality is therefore relative to every strategy and
metric in each capital and is used to filter what is
reported and what is not. The Integrated Report is not
the definitive or last word that the organisation has
to say on a given topic, it is the material performance
report against those elements in the capitals that we
are trying to influence or improve.
RISK & MATERIALITY
DRAFT DRAFT
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Integrated Annual Report 2020
RISK & MATERIALITY
DRAFT
36
The Warehouse Group
OUR OUR NETWORKS
Our Networks
Key Initiatives
We further consolidated improvements in
our retail property portfolio this year by
increasing our stores-within-a-store, but store
consolidations did result in the closure of one
The Warehouse store and three Noel Leeming
stores. However, we increased our retail reach
with one new Warehouse Stationery store and
two new Torpedo7 stores.
We continue to drive interactive capabilities
which enhance customer support and invest in
mobile-first commerce to improve the mobile
app experiences. We began the process of
upgrading our websites for The Warehouse,
Warehouse Stationery and Noel Leeming with
a best of breed eCommerce platform with tight
interaction to our customer ecosystem across
marketing and customer service.
Our information system strategy continues to
focus on a systems modernisation programme
across the Group. Our Provisional Enterprise
Systems migration roadmap has been agreed
and modernisation of systems of record,
automation and customer engagement are
well underway.
Our stores and our online environments are
core elements in our customers’ shopping
experiences. By leveraging our physical and
digital assets together, we can better serve
our customers and build stronger relationships
with them. Our focus is on enhancing customer
acquisition and conversion, both in store and
online, while refining our shopping concepts
and brands to put our customers’ needs first.
Continuing to improve our omni-channel
experiences for our customers will make their
shopping journeys faster, easier and more
personalised to their specific needs.
From the product side, we have made
good progress embedding our integrated
critical path across the functional areas of
sourcing, quality, buying and planning. A
better integrated view from source to sale of
inventory and order management is key to
unlocking efficiencies and delivering improved
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Customer
facing channel
optimisation
Improve our store
experience and
productivity
• Co-located seven more Warehouse Stationery and The Warehouse stores,
bringing our total stores-within-a-store (SWAS) to 17 at the end of FY20
• 23% of capital expenditure allocated to asset maintenance (FY19: 24%)
• Store foot traffic for the Group increased 1.5% (excl. COVID-19 lockdown period
and vs the same period last year).
• Lack of well-positioned affordable retail space
• Accelerated customer migration to eCommerce puts
pressure on store footprint productivity
• Some landlords not responding to seismic upgrades
proactively.
• Re-purpose and re-utilise excess space within our large format
stores, e.g. converting Dunedin to a 'dark store'
• Expand and enhance Click & Collect experience
• Work with our landlords to ensure stores meet seismic and
lockdown risk requirements
• Maintain our store fitout.
Increase our digital
footprint and
productivity
• Online traffic for the Group increased 30.1%
1
• Click & Collect sales grew 103.2% across omni-channel brands, representing an
average of 39.4% of online sales
• Online conversion for the Group (excluding TheMarket.com) increased 1.8%
2
, driven
by 83.8% increase in Noel Leeming and 17.4% increase in Warehouse Stationery
• Launch of TheMarket.com with now over 2 million products from 3500 local and
international brands through over 650 merchants
• The Warehouse App sales grew 96%, accounting for 38% of The Warehouse
online sales
• Expanded the Group’s app footprint with launch of Noel Leeming and
TheMarket.com apps.
• Increasing customer demands driven by continued
growth in online shopping
• Local and international online retailers taking market
share across digital channels
• Disruption to business operations due to cyber or
Distributed Denial of Service (DDoS) attack.
• Improve the omni-channel experience by linking physical and
digital and scaling personalisation across channels
• Reinvent our Click & Collect experiences and scale TheMarket.com.
• Continue to enhance security controls designed to prevent, detect
or respond to an attack.
Optimise
supply chain
network
Increase our level of
direct sourcing
• 72% of all overseas purchases are transacted directly with exporters through one
of our three offshore offices.
• Challenge of investing in suppliers inside and outside
existing sourcing markets
• Risks of corruption, particularly in the quality and
merchandise teams.
• Established direct sourcing offices in China, India and Bangladesh
to enable senior leadership at source
• Regularly rotating team members through different merchandise
categories.
Reduce our cost to
serve and enhance
store deliveries
• Improved delivery to store Delivered In Full On Time (DIFOT) to 97.5% (FY19: 97.0%)
vs our target of 98%
• Store distribution cost to serve (from port to delivery to store) increased by 8.9%
(FY19: 11%), while customer fulfilment cost to serve (from fulfilment centre to
customer delivery) reduced by 8.7%.
• Significant increase in retail spend will challenge costs,
resources and distribution capabilities
• Peak period stress on underlying systems and
processes causes unscheduled outage
• COVID-19 community transmission leads to renewed
lockdown, operational constraints and trading reverts
to online only
• NZ Post's ability to meet delivery expectations.
• Collaborate across the supply chain to collectively reduce costs,
improve forecast accuracy, and reduce inventories
• Develop robust contingency, preparation and continuity plans for
peak trading volumes
• Unify commerce strategies to tailor shopping experiences around
individual preferences
• Build learnings from COVID-19 lockdown into Business Continuity
& Crisis Management plans, including flexibility of trading between
stores and online, and managing in store footprint
• Exploring alternative customer last-mile deliveries.
Grow our fulfilment
capability to support
customer choice
• After recovering from peak fulfilment challenges and COVID-19 lockdown
demand, we are now achieving an average online home delivery DIFOT of over
95% (FY19: 88%) for our online customers vs our target of 95%
• Responded to increased online demand by activating additional network capacity
to fulfil orders; leveraging numerous 'dark store' fulfilment centres, and enabling
contactless Click & Collect including piloting four drive through locations.
Data
optimisation
Establish single/
common instance of
master data across all
operational systems
• Installed cloud-based Master Data Management (MDM) suite to deliver
accurate operational data across the Group.
• Integration to legacy systems is more extensive
than envisaged and requires more resources than
anticipated.
• Adopt standard middleware integration architectures and tools to
ensure standardisation and reusability of middleware channels.
Integrate Master Data
Management into all
legacy systems and
enable effective change
management and control
• Established a Data Governance Board to ensure data standards are maintained
and exceptions are resolved.
• Integration costs to enable hybrid cloud-based
environments with cloud providers continues to
escalate (egress charges).
• Select a preferred cloud partner to minimise integration (egress)
charges.
Create a world-class omni-channel retail network that leverages physical, digital and infrastructure assets
to deliver customer needs and wants in an efficient and innovative way
DRAFT DRAFT
37
Integrated Annual Report 2020
quality, on-trend products and product
information from the best suppliers. Those
products will need to arrive on time through
complete alignment between our sourcing
teams, merchandise teams, shipping teams
and overseas factories. Network optimisation
is a key focus, as we drive efficiency and use
our core assets and capabilities in new ways to
drive value.
Significance
Retail is an unforgiving sector. If customers
cannot buy what they are looking for, they
have a number of other places they can turn
to. Our network is the critical link between
what we offer and what our customers
choose to spend their money on. If we fail to
understand what our customers want and how
they prefer to buy and receive purchases, we
are compromising their willingness to come
back to us. Our network enables us to bring
the right product to the right place at the right
time, at a cost that makes economic sense, and
in a way that serves our customers’ needs best.
Materiality
Online commerce has changed consumer
expectations in regard to their shopping
experiences. While physical store shopping
is still a significant consumer activity, online
shopping continues to grow. That means we
face greater competition from a broader range
of general and specialist retailers both here
and overseas. This represents a considerable
and ongoing material risk to our business
and one we intend to combat by investing
actively in our supply chain co-ordination,
data optimisation around each customer,
improved digital capabilities and attractive
stores that our customers enjoy shopping
in. In acknowledgement of the future need
to re-purpose or reformat our physical store
network, the Group has prioritised flexibility in
our store lease profile over tenure. Transport
is outsourced to partners except for in-home
delivery and installation teams.
Future focus areas
• Improve property footprint productivity by
working with insights and data to complete a
robust catchment analysis for all our brands,
supporting the SWAS programme and
objectively evaluating new format initiatives
• Improve our omni-channel experiences,
including our mobile apps, to better link
physical and digital channels powered by
the delivery of a Single Customer View (SCV)
enabling deeper customer understanding
• Achieve real-time inventory accuracy and
online 'Available to Sell', positively impacting
online performance, trade and customer
satisfaction.
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Customer
facing channel
optimisation
Improve our store
experience and
productivity
• Co-located seven more Warehouse Stationery and The Warehouse stores,
bringing our total stores-within-a-store (SWAS) to 17 at the end of FY20
• 23% of capital expenditure allocated to asset maintenance (FY19: 24%)
• Store foot traffic for the Group increased 1.5% (excl. COVID-19 lockdown period
and vs the same period last year).
• Lack of well-positioned affordable retail space
• Accelerated customer migration to eCommerce puts
pressure on store footprint productivity
• Some landlords not responding to seismic upgrades
proactively.
• Re-purpose and re-utilise excess space within our large format
stores, e.g. converting Dunedin to a 'dark store'
• Expand and enhance Click & Collect experience
• Work with our landlords to ensure stores meet seismic and
lockdown risk requirements
• Maintain our store fitout.
Increase our digital
footprint and
productivity
• Online traffic for the Group increased 30.1%
1
• Click & Collect sales grew 103.2% across omni-channel brands, representing an
average of 39.4% of online sales
• Online conversion for the Group (excluding TheMarket.com) increased 1.8%
2
, driven
by 83.8% increase in Noel Leeming and 17.4% increase in Warehouse Stationery
• Launch of TheMarket.com with now over 2 million products from 3500 local and
international brands through over 650 merchants
• The Warehouse App sales grew 96%, accounting for 38% of The Warehouse
online sales
• Expanded the Group’s app footprint with launch of Noel Leeming and
TheMarket.com apps.
• Increasing customer demands driven by continued
growth in online shopping
• Local and international online retailers taking market
share across digital channels
• Disruption to business operations due to cyber or
Distributed Denial of Service (DDoS) attack.
• Improve the omni-channel experience by linking physical and
digital and scaling personalisation across channels
• Reinvent our Click & Collect experiences and scale TheMarket.com.
• Continue to enhance security controls designed to prevent, detect
or respond to an attack.
Optimise
supply chain
network
Increase our level of
direct sourcing
• 72% of all overseas purchases are transacted directly with exporters through one
of our three offshore offices.
• Challenge of investing in suppliers inside and outside
existing sourcing markets
• Risks of corruption, particularly in the quality and
merchandise teams.
• Established direct sourcing offices in China, India and Bangladesh
to enable senior leadership at source
• Regularly rotating team members through different merchandise
categories.
Reduce our cost to
serve and enhance
store deliveries
• Improved delivery to store Delivered In Full On Time (DIFOT) to 97.5% (FY19: 97.0%)
vs our target of 98%
• Store distribution cost to serve (from port to delivery to store) increased by 8.9%
(FY19: 11%), while customer fulfilment cost to serve (from fulfilment centre to
customer delivery) reduced by 8.7%.
• Significant increase in retail spend will challenge costs,
resources and distribution capabilities
• Peak period stress on underlying systems and
processes causes unscheduled outage
• COVID-19 community transmission leads to renewed
lockdown, operational constraints and trading reverts
to online only
• NZ Post's ability to meet delivery expectations.
• Collaborate across the supply chain to collectively reduce costs,
improve forecast accuracy, and reduce inventories
• Develop robust contingency, preparation and continuity plans for
peak trading volumes
• Unify commerce strategies to tailor shopping experiences around
individual preferences
• Build learnings from COVID-19 lockdown into Business Continuity
& Crisis Management plans, including flexibility of trading between
stores and online, and managing in store footprint
• Exploring alternative customer last-mile deliveries.
Grow our fulfilment
capability to support
customer choice
• After recovering from peak fulfilment challenges and COVID-19 lockdown
demand, we are now achieving an average online home delivery DIFOT of over
95% (FY19: 88%) for our online customers vs our target of 95%
• Responded to increased online demand by activating additional network capacity
to fulfil orders; leveraging numerous 'dark store' fulfilment centres, and enabling
contactless Click & Collect including piloting four drive through locations.
Data
optimisation
Establish single/
common instance of
master data across all
operational systems
• Installed cloud-based Master Data Management (MDM) suite to deliver
accurate operational data across the Group.
• Integration to legacy systems is more extensive
than envisaged and requires more resources than
anticipated.
• Adopt standard middleware integration architectures and tools to
ensure standardisation and reusability of middleware channels.
Integrate Master Data
Management into all
legacy systems and
enable effective change
management and control
• Established a Data Governance Board to ensure data standards are maintained
and exceptions are resolved.
• Integration costs to enable hybrid cloud-based
environments with cloud providers continues to
escalate (egress charges).
• Select a preferred cloud partner to minimise integration (egress)
charges.
Year-on-year
incremental growth
Ongoing
improvement
100% Complete50% Complete
Early stages
of completion
75% CompleteOn plan
On plan
but at risk
Behind plan
Not currently
measured
1. Traffic session growth includes TheMarket.com online
traffic in FY20 which was not in operation in FY19.
2. Online conversion growth excludes TheMarket.com
due to not being in operation in FY19.
DRAFT
38
The Warehouse Group
Our People
Key Initiatives
In preparation for moving to an Agile way of working, we launched three Frontrunner
Agile Tribes in January 2020 which provided invaluable insights into how the Group
should operate in an Agile world. COVID-19 was challenging for all New Zealanders
including our own team members. Across the Group, we used Workplace by Facebook to
share daily COVID-19 updates including information on working from home, entertaining
kids during lockdown, managing mental wellbeing and finances, and providing online
learning opportunities.
During FY20 we focused on five priority practices for improving our organisational
culture: Customer Focus, Strategic Clarity, Challenging Leadership, Talent Development,
and Rewards & Recognition. In FY21 we will adopt a revised set of engagement drivers
based on survey feedback using our new eNPS tool.
In stores, we launched new Store Leadership Programmes aimed at developing our
established and emerging store leaders. We refreshed and launched our new online
Store Learning Pathways focused on the retail fundamentals including operational,
customer, leadership and health and safety pillars. In addition, we launched a new
online onboarding programme for all new employees across the Group.
From a health, safety and wellbeing perspective, we continued to address our critical
risks. A focus for FY20 was managing violent and aggressive behaviour incidents
against our team members in stores and we saw a successful reduction in incidents.
We also signed the NZ Retailers Against Racism pledge which commits to protecting
our frontline team members from racism, bigotry and physical and verbal abuse.
Significant work was undertaken preparing our Store Support Office to move to an Agile
way of working. We completely reviewed all our key people practices and processes
including our performance management processes, organisational structure, career
OUR OUR PEOPLE
Actual ProgressRoadmap to our goalKey RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Health, safety
and wellbeing
Increase the number of
our team members who
go home safely at the
end of their workday
• Severity 1 events associated with our critical risks decreased by 38% (175 events
vs 281 in FY19)
• Severity 1 Frequency Rate (SV1FR) of 14.2 per million hours worked, a year-on-
year decrease of 37%
• Same-day injury reporting of 92% - exceeding our target of 85%
• Incidents Closed within 10 Days of 89% - exceeding our target of 85%
• Total Recordable Injuries for the year increased 13% (479 injuries vs 424 in FY19)
– the majority continue to be strains or sprains of a minor nature
• Total Recordable Injury Frequency Rate (TRIFR) of 30.6 (per million hours worked)
increased from 21.5 in FY19 against a target of <20 per million hours worked
• Increased use of technology to keep our people and customers safe in store
e.g. Aura.
• Team member interaction with moving equipment
• Exposure to violent and aggressive behaviour
• Storage of hazardous substances – volumes
consistently higher than compliance levels
• Handling of bulky, heavy or awkward goods by team
members
• Slips and trips associated with poor housekeeping
• COVID-19 outbreak across The Warehouse Group
network.
• Early intervention programme for pain and discomfort and
review of team member tasks in stores
• Further roll-out of violent and aggressive behaviour
mitigation controls to 30 high-risk sites
• Reporting process for compliance with regulatory standards
• Manual Handling – identify four tasks for process improvements
• Focus on stockroom housekeeping and minimising stock
in walkways and aisles
• Partnerships with NZ Police
• COVID-19 policy and implementation plans developed
and tested.
High
performance
workplace
Increase our
organisational health
and engagement
• Implemented Employee Net Promoter Score (eNPS)
• Launched a new digital onboarding programme
• Developed a new contribution model that will define future career
development, performance and remuneration.
• Team member and/or union dissatisfaction with
change and bargaining outcome
• Embedding Agile ways of working at Store
Support Office.
• Develop a clear employee relations strategy
• Build and nurture relationships with government
and external stakeholders
• Partnering with experts on Agile.
Lift our diversity and
inclusion
• Maintained Rainbow Tick and achieved Accessibility Tick accreditation
• Increased female senior leaders from 21 in FY19 to 25 in FY20
• Launched 'lean in circles' to counteract gender bias, navigate gender
dynamics, provide leadership development and peer-to-peer mentoring
for women and work towards gender equality.
• Challenge in building and/or buying required
talent capability
• Reduced performance due to lack of diversity
at the Group.
• Proactively develop a diverse talent pipeline
• Assign appropriate budget and technology to lift capability.
Future-ready
talent
Build our skills pipeline
and workforce planning
• Launched Store Leadership Programme
• Average of 41 days to fill roles vs our target of 60 days.
• Inadequate change management experience and
demonstrated resilience as we implement Agile
ways of working at scale
• Gaps in skilled or crucial experience due to
unexpected employee departures
• Loss of key talent.
• Invest in technology to reinvent productivity
• Define clear direction around expected leadership behaviours
and seek support from external experts
• Align communication clearly and consistently with vision and
strategy
• Succession planning in order to fill crucial roles.
Introduce continuous
learning and future-
ready learning
experiences
• Launched Store Learning Pathways
• Rolled out a Group leadership learning library, curated by S4K, focusing on micro
and macro factors affecting The Warehouse Group to help develop our leaders
1
• Launched Agile Academy
• Created and launched new Agile behaviours to enable a ‘learning,
fail fast and iterate’ culture.
• Change fatigue
• Training does not meet organisational
requirements and impedes speed of change.
• Support change readiness through leadership guidance
and by shifting mindsets
• Streamline engaging communication.
Build solutions to address productivity challenges and create a
dynamic organisation that has the highest performing, diverse
retail talent in New Zealand.
DRAFT DRAFT
39
Integrated Annual Report 2020
paths and remuneration model, with the aim of creating a culture
that is less hierarchical, more collaborative, and with teams that are
empowered to move at pace and make decisions.
Significance
Our team members are at the heart of our organisation. We believe
that by keeping them safe, enabling them to thrive in this fast-paced
environment and preparing them for the future workplace we will lift
engagement and achieve long-term business sustainability.
To do this, it is critical we focus on our people’s wellbeing and
everyday experience at work, adopt Agile to empower our people
and put our customers first, as well as invest in digital solutions to
leverage people data and insights. We are also prioritising attracting
top talent, building the skills of the future and shifting our culture to
be the best place to work. We continually develop and strengthen
our relationships with industry bodies and government to ensure we
remain part of the conversations, helping to shape the future of work
in New Zealand.
Materiality
True transformation requires culture change and a meaningful
shift to a new way of working. Combined with the current volatility,
uncertainty, complexity and ambiguity of the world, the amount
of change within the Group has meant we needed to find a more
dynamic, constant and mobile engagement tool that enables frequent
surveying feedback as well as ensuring a heightened focus on our
team members’ wellbeing and safety.
In addition, rapidly changing technology, shifting demographics and
a growing concern for climate outcomes are shaping the future of
work. As customer expectations continue to evolve, we need to make
significant improvements to accelerate performance and attract
future talent. The next few years will see deliberate change as we
prepare our culture and organisation to work in an Agile way and
embrace 'future of work' environments. This is a long-term undertaking
and the financial investment in technology, talent development, and
health, safety and wellbeing will be critical to empower, equip and
enable our people to bring to life the purpose and vision of the Group.
Future focus areas
• Embed an Agile way of working
• Implement and maintain productivity improvements
• Be the best place to work and rebuild trust and brand to attract and
retain tomorrow’s workforce
• Modernise learning and development to build an adaptive
workforce that can thrive in an Agile and fast-paced environment
• Connect digital solutions that function at scale, enabling
productivity and actionable insights
• Ensure an evolving capability to drive business performance and
support future ways of working.
1. S4K is an external curation service providing learning resources and
leadership insights https://s4k.com/
Actual ProgressRoadmap to our goalKey RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Health, safety
and wellbeing
Increase the number of
our team members who
go home safely at the
end of their workday
• Severity 1 events associated with our critical risks decreased by 38% (175 events
vs 281 in FY19)
• Severity 1 Frequency Rate (SV1FR) of 14.2 per million hours worked, a year-on-
year decrease of 37%
• Same-day injury reporting of 92% - exceeding our target of 85%
• Incidents Closed within 10 Days of 89% - exceeding our target of 85%
• Total Recordable Injuries for the year increased 13% (479 injuries vs 424 in FY19)
– the majority continue to be strains or sprains of a minor nature
• Total Recordable Injury Frequency Rate (TRIFR) of 30.6 (per million hours worked)
increased from 21.5 in FY19 against a target of <20 per million hours worked
• Increased use of technology to keep our people and customers safe in store
e.g. Aura.
• Team member interaction with moving equipment
• Exposure to violent and aggressive behaviour
• Storage of hazardous substances – volumes
consistently higher than compliance levels
• Handling of bulky, heavy or awkward goods by team
members
• Slips and trips associated with poor housekeeping
• COVID-19 outbreak across The Warehouse Group
network.
• Early intervention programme for pain and discomfort and
review of team member tasks in stores
• Further roll-out of violent and aggressive behaviour
mitigation controls to 30 high-risk sites
• Reporting process for compliance with regulatory standards
• Manual Handling – identify four tasks for process improvements
• Focus on stockroom housekeeping and minimising stock
in walkways and aisles
• Partnerships with NZ Police
• COVID-19 policy and implementation plans developed
and tested.
High
performance
workplace
Increase our
organisational health
and engagement
• Implemented Employee Net Promoter Score (eNPS)
• Launched a new digital onboarding programme
• Developed a new contribution model that will define future career
development, performance and remuneration.
• Team member and/or union dissatisfaction with
change and bargaining outcome
• Embedding Agile ways of working at Store
Support Office.
• Develop a clear employee relations strategy
• Build and nurture relationships with government
and external stakeholders
• Partnering with experts on Agile.
Lift our diversity and
inclusion
• Maintained Rainbow Tick and achieved Accessibility Tick accreditation
• Increased female senior leaders from 21 in FY19 to 25 in FY20
• Launched 'lean in circles' to counteract gender bias, navigate gender
dynamics, provide leadership development and peer-to-peer mentoring
for women and work towards gender equality.
• Challenge in building and/or buying required
talent capability
• Reduced performance due to lack of diversity
at the Group.
• Proactively develop a diverse talent pipeline
• Assign appropriate budget and technology to lift capability.
Future-ready
talent
Build our skills pipeline
and workforce planning
• Launched Store Leadership Programme
• Average of 41 days to fill roles vs our target of 60 days.
• Inadequate change management experience and
demonstrated resilience as we implement Agile
ways of working at scale
• Gaps in skilled or crucial experience due to
unexpected employee departures
• Loss of key talent.
• Invest in technology to reinvent productivity
• Define clear direction around expected leadership behaviours
and seek support from external experts
• Align communication clearly and consistently with vision and
strategy
• Succession planning in order to fill crucial roles.
Introduce continuous
learning and future-
ready learning
experiences
• Launched Store Learning Pathways
• Rolled out a Group leadership learning library, curated by S4K, focusing on micro
and macro factors affecting The Warehouse Group to help develop our leaders
1
• Launched Agile Academy
• Created and launched new Agile behaviours to enable a ‘learning,
fail fast and iterate’ culture.
• Change fatigue
• Training does not meet organisational
requirements and impedes speed of change.
• Support change readiness through leadership guidance
and by shifting mindsets
• Streamline engaging communication.
Maintain Diversity
and Inclusion
accreditations
eNPS > 30
TRIFR <20
million hours
worked
SV1FR > 10%
year-on-year
decrease
Maintain Diversity and
Inclusion accreditations
Gender diversity is
at best practice
across TWG
eNPS > 40
At completion of
FY21 the HS&W
roadmap will be
reviewed and
new metrics set
100% Complete50% Complete
Early stages
of completion
75% CompleteOn plan
On plan
but at risk
Behind plan
Not currently
measured
DRAFT
40
The Warehouse Group
OUROUR
EXPERTISE
Key Initiatives
Product is at the heart of every successful retailer,
and the customer is at the centre of every successful
business. Our expertise combines our skills across
product and customer management to drive value.
We continue to use data driven insights to improve
customer experience. Our merchandise teams align
these with our design cues and market trends for
product range and assortment planning.
We are also growing our expertise in services alongside
our product offering. We are particularly focused on
this area with our Noel Leeming product and service
offering. Our growth in associated product services
increased 19% on last year. Other milestones included
the successful launch of our new Protection service
plans, and the introduction of our free Tech Solutions
helpdesk, which has helped over 18,000 customers.
We have made good progress improving our processes
for assortment decisions and using data to identify
the optimum range width, or SKU affordability. This will
need further refinement to individual store location
in the coming month, supported by the planned ERP
implementation. Our new Agile structure will ensure a
consistent and continuously improving way of working
across all category areas, supported and led by the
expertise of our chapter leads.
Our Every Day Low Price (EDLP) positioning continues to
make accurate forecasting and price optimisation more
important. Our forecast accuracy has improved and,
combined with an overall SKU reduction and a move into
more continuity ranges, the result is less end of season
markdown and better availability to meet customer
demand. The impact of COVID-19 was significant in
the second half of the year with large changes in order
volumes delivered in partnership with our local and direct
suppliers to better phase products to match planned
future demand. Initially our focus was on pushing orders
out, but this quickly changed to pulling a significant
number of supplier orders forward in response to
COVID-19 changes in demand.
Mastering the sell-through curve is about finding
the right balance of ongoing and seasonal stock and
lowering our weighted average cost of aged inventory.
We have recognised the need to standardise, automate
and document our demand management processes.
Good progress has been made on assortment and range
planning, and we are currently focusing on building
our expertise in price optimisation and assortment
management. Demand planning will be supported by the
ERP roll-out and remains relatively manual until then.
The Group operates a number of businesses that
use different systems and processes. Our strategy is
Our Expertise
Build ways of working that foster repeatable and competitive excellence
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(last year)
FY20 ProgressFY21FY22+
Understanding
our customers
Use data analytics
and insights to
achieve better
demand planning
and product/
market fit
• Achieved a stock turn of 4.9 times (FY19: 4.3 times)
• Achieved stock keeping units (SKUs) reduction of 14%
across The Warehouse and Warehouse Stationery
• Aged inventory
1
as a percentage of finished goods
inventory increased from 23% as at FY19 to 28% as
at FY20
• Enabled a single customer view across the Group
for activation at customer experience touchpoints
• Used data science to test prices with customers
to balance sales and gross profit while maintaining
price leadership.
• Concerns over data privacy
• Multiple instances of customers across different
brands within the Group.
• Adopt a conservative posture and ensure an approach
that is consistent and compliant with privacy legislation
and best practice
• Consolidate Group customer loyalty programmes e.g. Giveit.
Enterprise
systems and
processes
Integrate, simplify
and standardise
back-office
business
processes across
the Group
Deploy best-of-
breed solutions
across the
enterprise from
systems of record
to systems of
engagement and
automation
• Simplified, stabilised and standardised back-office
systems through more effective governance over
change control, backlog prioritisation, support desk,
disaster recovery and Enterprise Architecture design
• Started deploying cloud-based Master Data
Management (MDM) system to enable 'single version
of the truth'
• Commenced design of back-office finance and
inventory solutions to replace legacy Enterprise
Resource Planning (ERP) solutions
• Deployed integrated Warehouse Management System
across all distribution and online fulfilment centres.
• Change management associated with migration
from legacy to integrated back-office functions
• Integration between new and legacy systems
through multiple middleware tools and
architectures
• Availability of suitably qualified and experienced
technical and functional resources.
• Ensure transformation to new Group and Torpedo7 ERP systems
is business-led and not led by solution vendors and systems
integrator
• Design multi-channel middleware integration architecture
to ensure agreed standards are applied and upheld
• Contract suitably experienced service partners to leverage
experience and augment scarce resources.
Innovation
Create leading
customer
experiences that
drive demand
Move towards a
more collaborative
operating model
• Deployed Nola (Customer Experience Digital Assistant)
at the Noel Leeming Newmarket store and Noel Leeming
online
• Established a Media Command Centre to transform the
advertising engine which drives our portfolio of brands
• Commenced implementation of Agile ways of working
at scale
• Designed to achieve results by organising tribes to solve
customer problems, by removing unnecessary siloes
and hierarchy, and by investing in our people.
• New customer experience technologies do not
meet customer demands
• Waiting for core systems to be upgraded before
implementing change.
• Use Agile structure as the basis for establishing collaborative
and customer-centric design innovation capability and
investment
• Drive customer-centric ways of working in systems of
engagement first (eCommerce).
DRAFT DRAFT
41
Integrated Annual Report 2020
to provide a more stable core platform of
systems and common processes upon which
the brands can accelerate their points of
competitive differentiation. We have started a
major systems and process modernisation
investment to drive efficiency and common
processes across the Group, supported by
a modern technology stack that will enable
future innovation.
Significance
Meeting customer demands means we need
to find new ways to deliver value faster.
Last year we made good progress on aged
inventory and full price product sell-through
versus our targets and created our first
interactive reporting on optimum product
inventory ranges. This year our data visibility
and analysis has enabled us to refine our SKU
count, focusing on key lines and building a
narrower, more productive assortment. We
are continuing to develop this to identify
and maintain the right products at the right
quantity levels, and at the right retail prices
to align with our customer demand.
Expertise lies within our team members
and should they leave the business, the
knowledge leaves with them, so we recognise
that a focus on documentation and
systemisation is a priority.
Our large number of old legacy core systems
lack integration, are not fully supported, and
are not fit for purpose given the business
growth and advances in customer demand
for a seamless omni-channel experience.
In recognition of this risk, the Board has
approved a significant investment in back-
office systems, which is well underway.
Materiality
As a customer centric business, we depend
on the expertise of our people in so many
ways. Automation of systems will give us
greater resilience by reducing dependence
on individuals’ knowledge, while retaining
critical human judgements around
negotiation, relationship building and so much
more. We recognise that leading the customer
experience through innovation, for example,
will be important in terms of creating and
measuring demand.
Materiality can be thought of in the context
of reducing key person risk in areas where we
create value for customers, and areas that are
sources of competitive advantage and scale.
Also relevant is the time it takes for team
members to be fully productive as well as
the reduction of unplanned variability in our
processes and outcomes.
Future focus areas
• Ensure all back-office functions are
standardised, based on best practice
and fully integrated to enable seamless
end-to-end functions
• Reduce the cost of doing business
through seamless systems integration,
best practices, information accuracy and
common ways of working
• Activate a single customer view across the
Group to better personalise the customer
experience and to operate our business
in accordance with changing customer
demands
• Launch the B2C eCommerce platform in
FY21 and continue the B2B platform journey
• Automate our assortment process as much
as possible
• Remove product risk by weighting the range
to more continuity products
• Increase our speed to market.
1. Aged inventory is stock in store held for more than
26 weeks.
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(last year)
FY20 ProgressFY21FY22+
Understanding
our customers
Use data analytics
and insights to
achieve better
demand planning
and product/
market fit
• Achieved a stock turn of 4.9 times (FY19: 4.3 times)
• Achieved stock keeping units (SKUs) reduction of 14%
across The Warehouse and Warehouse Stationery
• Aged inventory
1
as a percentage of finished goods
inventory increased from 23% as at FY19 to 28% as
at FY20
• Enabled a single customer view across the Group
for activation at customer experience touchpoints
• Used data science to test prices with customers
to balance sales and gross profit while maintaining
price leadership.
• Concerns over data privacy
• Multiple instances of customers across different
brands within the Group.
• Adopt a conservative posture and ensure an approach
that is consistent and compliant with privacy legislation
and best practice
• Consolidate Group customer loyalty programmes e.g. Giveit.
Enterprise
systems and
processes
Integrate, simplify
and standardise
back-office
business
processes across
the Group
Deploy best-of-
breed solutions
across the
enterprise from
systems of record
to systems of
engagement and
automation
• Simplified, stabilised and standardised back-office
systems through more effective governance over
change control, backlog prioritisation, support desk,
disaster recovery and Enterprise Architecture design
• Started deploying cloud-based Master Data
Management (MDM) system to enable 'single version
of the truth'
• Commenced design of back-office finance and
inventory solutions to replace legacy Enterprise
Resource Planning (ERP) solutions
• Deployed integrated Warehouse Management System
across all distribution and online fulfilment centres.
• Change management associated with migration
from legacy to integrated back-office functions
• Integration between new and legacy systems
through multiple middleware tools and
architectures
• Availability of suitably qualified and experienced
technical and functional resources.
• Ensure transformation to new Group and Torpedo7 ERP systems
is business-led and not led by solution vendors and systems
integrator
• Design multi-channel middleware integration architecture
to ensure agreed standards are applied and upheld
• Contract suitably experienced service partners to leverage
experience and augment scarce resources.
Innovation
Create leading
customer
experiences that
drive demand
Move towards a
more collaborative
operating model
• Deployed Nola (Customer Experience Digital Assistant)
at the Noel Leeming Newmarket store and Noel Leeming
online
• Established a Media Command Centre to transform the
advertising engine which drives our portfolio of brands
• Commenced implementation of Agile ways of working
at scale
• Designed to achieve results by organising tribes to solve
customer problems, by removing unnecessary siloes
and hierarchy, and by investing in our people.
• New customer experience technologies do not
meet customer demands
• Waiting for core systems to be upgraded before
implementing change.
• Use Agile structure as the basis for establishing collaborative
and customer-centric design innovation capability and
investment
• Drive customer-centric ways of working in systems of
engagement first (eCommerce).
100% Complete50% Complete
Early stages
of completion
75% CompleteOn plan
On plan
but at risk
Behind plan
Not currently
measured
DRAFT
42
The Warehouse Group
Our Relationships
OUR RELATIONSHIPS
Build strong relationships with strategic stakeholder groups that deliver sustainable value
Key Initiatives
This year we continued our journey to make
shopping with The Warehouse Group family
of brands as convenient as possible for our
customers. Value for money remains a priority
for The Warehouse customer, and we worked
closely with our suppliers to improve the
quality and sustainability attributes of our
products, while ensuring our prices remain
low. We saw good growth in The Warehouse
and Noel Leeming apps and developed our
insights capability to further understand how
our customers want to interact with us so we
can better meet their needs.
As part of our Vendor Consolidation
Programme, we have introduced a balanced
scorecard. This tool measures a range
of metrics including quality, innovation,
sustainability, delivery performance and
price. Our goal is to have fewer but more
meaningful supplier relationships.
In our relationships with investors, we
continue to embrace Integrated Reporting.
Using the principles of integrated thinking
in decision-making helps our business
to recognise the different aspects of
value that are important in a way that is
understandable and consistent.
We interacted with appropriate government
ministries, ministers and public parties
on issues such as climate change, youth
employment and business needs for tertiary
training. In November 2019 our Group
Chief Executive and Chief Sustainability
Officers joined a New Zealand ministerial-led
delegation to the United Nations Climate
Summit COP25 in Madrid where they
engaged with fellow international business
leaders on climate change initiatives and
challenges in business. During the year, the
business provided input into government
consultations including the Taskforce on
Climate-related Financial Disclosures (TCFD),
the reform of the New Zealand Emissions
Trading Scheme, tertiary and vocational
education reforms, waste minimisation
and product stewardship, healthy homes,
COVID-19 processes and labour reforms.
The Red Shirts in Communities programme
to assist young people on social benefits into
paid employment continued for part of the
year but was halted due to COVID-19 and
is now being redesigned in partnership with
the Ministry of Social Development (MSD)
to provide displaced people with leading-
edge skills which will appeal to the needs
of future employers. This next generation
programme will include sustainability
and digital skills and is intended to be
credentialised with NZQA. Red Shirts
in Schools in The Warehouse, and Blue
Shirts in Schools in Warehouse Stationery
has now been extended to Noel Leeming
with Discovering Passionate Experts and
reached 1,125 student enrolments in these
programmes in FY20. These programmes
continued throughout COVID-19 with the
study portion of the programme moving
to online instruction, while the in-store
component has been paused due to
COVID-19 restrictions and can resume under
alert level 1.
We’re proud to partner with IBM and
Manukau Institute of Technology to launch
Pathways in Technology (P-TECH), an
initiative which brings together industry,
high schools and tertiary education partners
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Customers
Rewarding and
engaging customer
experiences
• Weighted average Net Promoter Score (NPS) increased for the Group in
the last month of the year
1
• Implemented NPS for TheMarket.com
• Customer frequency of purchase remained stable year-on-year, with good
growth in basket size in Noel Leeming and Torpedo7
• The Warehouse Group market share grew +0.4 basis points to 6.3% of the
total retail market (including grocery and fuel).
2
• International competition grows and New Zealand
customers increasingly interact with overseas brands
• Customer disposable income remains constrained in the
years ahead, with the economic impacts from COVID-19
still unclear.
• Deliver add-on/supporting services surrounding retail
• Focus on delivering value-for-money propositions linking
sustainability values
• Consolidate Group customer loyalty programmes e.g. Giveit.
Suppliers
Collaborative and
engaging supplier
relationships
• Extended Ethical Sourcing programme, placing more emphasis on supplier
development and training
• Conducted 146 face-to-face trainings in 2020 and completed over 2,000
e-learning lessons on various labour and environmental management topics
• Continued our ongoing factory auditing and monitoring activity.
• Consolidation of upstream suppliers limits our choices
and changes buyer power dynamics
• International trade barriers or access limitations
• Cost of goods sold (COGS) exposure to inflation drivers
in other economies.
• Diversify supply chain geographically
• Continue to apply hedging and appropriate risk
management processes.
Team
members
Strong employment
brand
• Employment brand awareness of 86% (FY19: 89%) and brand attractiveness
of 36% (FY19: 37%)
3
• Implemented Employee Net Promoter Score with baseline established
• Increased employee wage rate
• Announced our Retail Wage commitment, entitling employees at The
Warehouse with at least a year’s worth of service to receive a pay increase,
which rose to $21.15 an hour this year.
• Staff turnover, driving increased staffing costs
• Industrial action risk increases due to climate of wage
‘catch up’ and base wage inflation.
• Partner with employee groups
• Broader employee participation and values beyond wages
• Increase wage rate to improve employee motivation and
satisfaction
• Implement Employee Net Promoter Score to enable constant
feedback and improvement.
Investors
Reputable standing
in the investment
community including
in our ability to
deliver results
• Interim results displayed evidence of benefits from the transformation
plan. This transformation concluded in March 2020 with 282 initiatives
implemented across the Group
• Forward-looking guidance pulled due to uncertainty around impacts
of COVID-19 on trading performance.
• Liquidity of free float stock insufficient to drive more
active investor interest in the stock
• Market prioritisation of short-term profits over long-term
sustainable value creation.
• Continue to maintain regular, open dialogue with the
investment community
• Provide timely, transparent disclosure of company
performance, strategy and investments
• Deliver on stated Group goals and performance targets.
Government
and
community
Strong corporate
brand and reputation
• Maintained 8th position on Corporate Reputation Index 2020
• Raised $71.2 million to date for New Zealand charities and communities
since 1982
• Applied the Government Living Standard Framework to define key areas of
positive outcomes for our society and the environment.
• Our capacity to support government initiatives is spread
too thinly to be effective
• Politicians target The Warehouse Group, leading to
reputational risk.
• Continue routine accountability reporting
• Measuring our impact and the strength of relationships is
difficult, and something we continue to work on.
DRAFT DRAFT
43
Integrated Annual Report 2020
OUR RELATIONSHIPS
to equip students with the technical skills
they need for the future. P-TECH is an
international programme with 220 schools
and more than 100,000 students across 24
countries. It is a five-year programme where
students will complete high school, earn an
advanced diploma and engage in mentoring
from IBM and The Warehouse Group, to
be ready to step easily into high-growth,
'new collar' jobs or continue onto higher
level study.
We worked with Massey University to update
the Massey University Bachelor of Retail and
Business Management (BRBM) degree, to
embed the retail element of the programme
into a general business degree. We continue
to promote retail as a career through
Industry Training Organisations (ITOs) and
membership on the Boards of Directors at
ServiceIQ and Retail NZ as well as the newly
formed Industry Establishment Development
Board overseeing the set-up of Services
Workforce Development Council in building
a sustainable vocational education system.
Through our community partnerships,
we help charities address some of New
Zealanders’ most pressing needs including
mental health, healthy homes, family
violence, child poverty and equality, and our
environment. We work closely with charities
including The Salvation Army, Life Education
Trust, Women’s Refuge and Plunket to
achieve better outcomes for New Zealanders.
Materiality
Given the broad coverage of The Warehouse
Group’s stakeholders, we have not attempted
to define or explain materiality to our
relationships.
Significance
The continuing rise of global online retailing
means that our customers have unlimited
shopping choices 24/7. We must source
dynamically and deliver the latest trends
quickly by partnering and planning with the
right suppliers to ensure we remain relevant
and continue to grow in our market.
Future focus areas
• Deliver stronger end-to-end customer
experiences that motivate our customers
to give us an increased share of wallet
and spend
• Drive product development and design
through strategic relationships with
our suppliers and take the ethical and
responsible sourcing actions that our
customers now expect
• Prepare our culture and organisation to
move our team members into an Agile
working environment and in turn be
prepared for future of work environments
• Continue to work within our communities
and with key stakeholders to deliver a
positive impact for the communities
we serve
• Partner with suppliers who can help us build
our ranges faster, smarter and with more
sustainable options.
1 . Qualtrics, Customer Voice.
2. Marketview (BNZ credit and debit card data). For
the time period from 29 July 2019 to 2 August 2020,
when compared to the entire retail market, including
supermarkets and fuel. FY20 Group market share
includes 1-day and TheMarket.com.
3 Randstad Employer Brand Research 2020 Report,
Wholesale and Retail Trade sectors. Includes
TheMarket.com and 1-day in FY20.
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Customers
Rewarding and
engaging customer
experiences
• Weighted average Net Promoter Score (NPS) increased for the Group in
the last month of the year
1
• Implemented NPS for TheMarket.com
• Customer frequency of purchase remained stable year-on-year, with good
growth in basket size in Noel Leeming and Torpedo7
• The Warehouse Group market share grew +0.4 basis points to 6.3% of the
total retail market (including grocery and fuel).
2
• International competition grows and New Zealand
customers increasingly interact with overseas brands
• Customer disposable income remains constrained in the
years ahead, with the economic impacts from COVID-19
still unclear.
• Deliver add-on/supporting services surrounding retail
• Focus on delivering value-for-money propositions linking
sustainability values
• Consolidate Group customer loyalty programmes e.g. Giveit.
Suppliers
Collaborative and
engaging supplier
relationships
• Extended Ethical Sourcing programme, placing more emphasis on supplier
development and training
• Conducted 146 face-to-face trainings in 2020 and completed over 2,000
e-learning lessons on various labour and environmental management topics
• Continued our ongoing factory auditing and monitoring activity.
• Consolidation of upstream suppliers limits our choices
and changes buyer power dynamics
• International trade barriers or access limitations
• Cost of goods sold (COGS) exposure to inflation drivers
in other economies.
• Diversify supply chain geographically
• Continue to apply hedging and appropriate risk
management processes.
Team
members
Strong employment
brand
• Employment brand awareness of 86% (FY19: 89%) and brand attractiveness
of 36% (FY19: 37%)
3
• Implemented Employee Net Promoter Score with baseline established
• Increased employee wage rate
• Announced our Retail Wage commitment, entitling employees at The
Warehouse with at least a year’s worth of service to receive a pay increase,
which rose to $21.15 an hour this year.
• Staff turnover, driving increased staffing costs
• Industrial action risk increases due to climate of wage
‘catch up’ and base wage inflation.
• Partner with employee groups
• Broader employee participation and values beyond wages
• Increase wage rate to improve employee motivation and
satisfaction
• Implement Employee Net Promoter Score to enable constant
feedback and improvement.
Investors
Reputable standing
in the investment
community including
in our ability to
deliver results
• Interim results displayed evidence of benefits from the transformation
plan. This transformation concluded in March 2020 with 282 initiatives
implemented across the Group
• Forward-looking guidance pulled due to uncertainty around impacts
of COVID-19 on trading performance.
• Liquidity of free float stock insufficient to drive more
active investor interest in the stock
• Market prioritisation of short-term profits over long-term
sustainable value creation.
• Continue to maintain regular, open dialogue with the
investment community
• Provide timely, transparent disclosure of company
performance, strategy and investments
• Deliver on stated Group goals and performance targets.
Government
and
community
Strong corporate
brand and reputation
• Maintained 8th position on Corporate Reputation Index 2020
• Raised $71.2 million to date for New Zealand charities and communities
since 1982
• Applied the Government Living Standard Framework to define key areas of
positive outcomes for our society and the environment.
• Our capacity to support government initiatives is spread
too thinly to be effective
• Politicians target The Warehouse Group, leading to
reputational risk.
• Continue routine accountability reporting
• Measuring our impact and the strength of relationships is
difficult, and something we continue to work on.
100% Complete50% Complete
Early stages
of completion
75% CompleteOn plan
On plan
but at risk
Behind plan
Not currently
measured
DRAFT
44
The Warehouse Group
Our Environment
OUR
ENVIRONMENT
Key Initiatives
There are three important ways in which
we are strengthening our sustainability
governance and accelerating our progress
to build New Zealand’s most sustainable,
convenient and customer-first company.
We are embedding sustainability impacts in
all business processes; we are developing
reporting metrics so we can better link
sustainability outcomes to all business
activities; and we are educating our team
members on sustainability matters to
strengthen our 'Do Good' culture.
Reduce
The Group’s Active Emissions Reduction
Programme has been running for two years.
Our goal is to accelerate the transition
to a zero-carbon future by deploying
sustainability in every aspect of our
business via a robust policy framework that
sets sustainability standards and metrics
including emissions reduction, energy
efficiency, water conservation, waste
reduction and community engagement. We
continue to build technical expertise and
market intelligence by working with leading
industry organisations including the New
Zealand Sustainable Business Council (SBC)
and the Climate Leaders Coalition.
In early FY20, we launched our sustainable
packaging guidelines and by year end over
1,000 products had undergone a change to
remove non-recyclable plastics or reduce
overall packaging mass. For example,
removing the PVC plastic satchel around just
one of the blankets in our Living & Co range
and replacing it with a cardboard band will
save 712kg of waste over the next year.
Offset
In February 2020, we celebrated the one-
year anniversary of our Carbon Neutrality.
Our approach to voluntary emissions offsets
continues to be informed by domestic and
international stakeholders’ engagement and
legislation including the Zero Carbon Bill
and Article 6 of the Paris Agreement.
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 Progress
FY25
(5 years)
FY30
(10 years)
Reduce
Reduce carbon emissions
by 32% or 12,742 tonnes
of CO
2
by 2030 (from 2015
baseline)
• Transitioned 30% of our light commercial vehicle fleet to Electric Vehicles
• Converted 5 stores to energy-efficient LED lighting - 20% of stores now
feature LED lighting
• Signed a Collaboration Agreement with Energy Efficiency and
Conservation Authority (EECA) to deliver energy efficiency across
our portfolio.
• The cost of emissions reduction solutions becomes
prohibitive and our carbon emissions grow as our
business grows
• Emissions generated by our logistics increase
• Consumers wrongly attribute emissions generated
by manufacturing the products we sell to the
Group’s footprint.
• Focus on active emissions reduction initiatives
• Ensure the cost of carbon emissions is considered in our
cost of doing business
• Participate in the Climate Leaders Coalition and other
industry organisations.
Divert 85% of our
operational waste
by 2022
• Disposed of 2,741 tonnes of waste to landfill, an increase of 3% year on
year due to COVID-19 hygiene practice, as well as the number of store
renovations during the year.
• Downstream recycling solutions are ineffective,
too costly or unavailable
• Limited buying power to influence suppliers
re-tooling at point of manufacture.
• Include waste diversion achievements in stores’
performance reviews
• Partner with business and government to encourage onshore
recycling solutions.
Reduce packaging waste• Launched Sustainable Packaging Guidelines to further increase
sustainable packaged products
• Delivered packaging improvements across more than 1,000 products,
decreasing the amount of consumer waste to landfill.
• Mandatory product stewardship legislation across
product categories sold by The Warehouse Group
• Change in consumer shopping behaviours because
of growing concerns about plastic pollution.
• Make sustainable packaging a strategic priority for our business
• Partner with international retailers and innovate with
manufacturers
• Monitor the impact of new sustainable packaging on our cost
of goods sold.
Offset
Regeneration of land to
offset 65% of our carbon
emissions by 2025
• Delayed our domestic offsetting programme as we await clarity about
regulations of the treatment of native forestry credits for voluntary non-
Emissions Trading Scheme (ETS) offsetting.
• Increase in the price of domestic native
forestry credits
• Change in voluntary ETS regulation complicates
our capacity to retain our carbon neutral status.
• Participate in key industry forums including the NZ Climate
Leaders Coalition and the New Zealand delegation to the
UN Climate Summit COP25
• Participate in key government consultations on carbon
emissions legislation.
Continue to secure our
carboNZero certification
• On track to retain our carbon neutral certification by purchasing 36,030
international Gold Standard carbon credits (FY19: 41,000) and by
investing in cleantech projects in countries where we operate.
• Pricing volatility for domestic and international
carbon credits
• Reputational risk of International Carbon Credits.
• Delay long-term commitment in favour of a 12-month programme
• Use Gold Standard carbon credits to satisfy the most rigorous
certification process.
Enhance
Reassess our raw
materials
• 6,000 stock keeping units (SKUs) products accounting for over $100m
annual sales carry a sustainability attribute or packaging
• Over 25% of cotton procurement sourced via the Better Cotton Initiative.
• Dependency on suppliers’ ability to deliver new
sustainability requirements without impacting price,
quality and availability.
• Develop detailed analytics that capture the total life-cycle
cost in decision-making
• Grow in-house design and test new price/value combinations
for customers.
Source ethically
and responsibly
• Invested in IT systems enabling us to track the performance of products
with environmental attributes.
• International attestation of suppliers and availability
of products from suppliers who meet our ethical
sourcing standards.
• 100% of our private label manufacturing sites are required to
meet our ethical sourcing standard.
Accelerate our delivery of sustainability proof points to respond to stakeholders’ expectations of
businesses driving positive outcomes for our planet and society
4% year-on-
year reduction
8% year-on-
year reduction
78% diverted
this year
77% diverted
this year
FY18 emissions
100% offset
FY19 emissions
100% offset
DRAFT DRAFT
45
Integrated Annual Report 2020
Our emissions reporting continues to follow
the strictest standards (carboNZeroCert
TM
)
and auditing processes of our independent
third party reporting partner, Toitū
Envirocare. This certification ensures
accurate and consistent carbon emissions
measurement, reduction and neutrality
claims. Our reduction targets are aligned with
the Climate Leaders Coalition commitments,
which reflect the Paris Agreement guidelines.
Our organisation is certified in accordance
with ISO 14064-1:2006 or PAS 2050:2011.
Enhance
Over the past 24 months, the Group has
increased the sustainability of the products
we sell in our stores. Our sourcing and
merchandising teams have set specific goals
in each of our categories while monitoring
the capacity of our suppliers to deliver on
these new requirements.
Significance
The COVID-19 disruption has intensified
and accelerated the risks and opportunities
presented by sustainability. While asking
for great value and affordability, consumers
are increasingly challenging the linear
resource-intensive consumption model
and demanding more sustainable options
available at a value price.
Some attributes such as plastic, packaging,
and waste have become highly polarising
and are driving fundamental changes
in our industry. Our business values, our
team culture, and the technical capacity,
supported by the constant delivery of new
sustainability proof points in our business, are
preparing us positively for this consequential
shift. We believe our focus on sustainability
distinguishes us from many of our competitors.
Materiality
In New Zealand, the Government has passed
the Zero Carbon Act, and New Zealanders
are voicing increasing concern about our
impact on the environment. As a retailer of
fast-moving consumer goods, we see these
trends as fundamentally shifting the way we
engage with our markets, requiring a deep
transformation of our value chain.
We believe our efforts in recent years to
embed sustainability within our ways of
working and especially in our sourcing
practice will position us strategically to
benefit from these changes.
Having based our decisions and actions
on 'Do Good', we now see we have a
positive competitive advantage with retail
and commercial customers. We are well
positioned to respond to government
procurement tenders that now include
sustainability and impact metrics in their
suppliers’ selection criteria.
Future focus areas
• Keep building our sustainable sourcing
capacity and deliver measurable
improvements on ingredient certification,
recyclability, and packaging reduction
• Continue to reduce our business carbon
emissions throughout our operations
• Increase the sustainability fluency of our
entire organisation
• Build a robust set of sustainability policies
and standards to deliver consistent
sustainability outcomes.
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 Progress
FY25
(5 years)
FY30
(10 years)
Reduce
Reduce carbon emissions
by 32% or 12,742 tonnes
of CO
2
by 2030 (from 2015
baseline)
• Transitioned 30% of our light commercial vehicle fleet to Electric Vehicles
• Converted 5 stores to energy-efficient LED lighting - 20% of stores now
feature LED lighting
• Signed a Collaboration Agreement with Energy Efficiency and
Conservation Authority (EECA) to deliver energy efficiency across
our portfolio.
• The cost of emissions reduction solutions becomes
prohibitive and our carbon emissions grow as our
business grows
• Emissions generated by our logistics increase
• Consumers wrongly attribute emissions generated
by manufacturing the products we sell to the
Group’s footprint.
• Focus on active emissions reduction initiatives
• Ensure the cost of carbon emissions is considered in our
cost of doing business
• Participate in the Climate Leaders Coalition and other
industry organisations.
Divert 85% of our
operational waste
by 2022
• Disposed of 2,741 tonnes of waste to landfill, an increase of 3% year on
year due to COVID-19 hygiene practice, as well as the number of store
renovations during the year.
• Downstream recycling solutions are ineffective,
too costly or unavailable
• Limited buying power to influence suppliers
re-tooling at point of manufacture.
• Include waste diversion achievements in stores’
performance reviews
• Partner with business and government to encourage onshore
recycling solutions.
Reduce packaging waste• Launched Sustainable Packaging Guidelines to further increase
sustainable packaged products
• Delivered packaging improvements across more than 1,000 products,
decreasing the amount of consumer waste to landfill.
• Mandatory product stewardship legislation across
product categories sold by The Warehouse Group
• Change in consumer shopping behaviours because
of growing concerns about plastic pollution.
• Make sustainable packaging a strategic priority for our business
• Partner with international retailers and innovate with
manufacturers
• Monitor the impact of new sustainable packaging on our cost
of goods sold.
Offset
Regeneration of land to
offset 65% of our carbon
emissions by 2025
• Delayed our domestic offsetting programme as we await clarity about
regulations of the treatment of native forestry credits for voluntary non-
Emissions Trading Scheme (ETS) offsetting.
• Increase in the price of domestic native
forestry credits
• Change in voluntary ETS regulation complicates
our capacity to retain our carbon neutral status.
• Participate in key industry forums including the NZ Climate
Leaders Coalition and the New Zealand delegation to the
UN Climate Summit COP25
• Participate in key government consultations on carbon
emissions legislation.
Continue to secure our
carboNZero certification
• On track to retain our carbon neutral certification by purchasing 36,030
international Gold Standard carbon credits (FY19: 41,000) and by
investing in cleantech projects in countries where we operate.
• Pricing volatility for domestic and international
carbon credits
• Reputational risk of International Carbon Credits.
• Delay long-term commitment in favour of a 12-month programme
• Use Gold Standard carbon credits to satisfy the most rigorous
certification process.
Enhance
Reassess our raw
materials
• 6,000 stock keeping units (SKUs) products accounting for over $100m
annual sales carry a sustainability attribute or packaging
• Over 25% of cotton procurement sourced via the Better Cotton Initiative.
• Dependency on suppliers’ ability to deliver new
sustainability requirements without impacting price,
quality and availability.
• Develop detailed analytics that capture the total life-cycle
cost in decision-making
• Grow in-house design and test new price/value combinations
for customers.
Source ethically
and responsibly
• Invested in IT systems enabling us to track the performance of products
with environmental attributes.
• International attestation of suppliers and availability
of products from suppliers who meet our ethical
sourcing standards.
• 100% of our private label manufacturing sites are required to
meet our ethical sourcing standard.
20% reduction
from 2015
85% diverted
Consumer
packaging
focus
Yield phase
32% reduction
from 2015
Ongoing
improvement
100%
recyclable
packaging
65% of
emissions
offset this way
35% of
emissions
offset this way
Sustainable sourcing
programme in place
100% Complete50% Complete
Early stages
of completion
75% CompleteOn plan
On plan
but at risk
Behind plan
Not currently
measured
DRAFT
46
The Warehouse Group
Financial Capital
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Financial
resilience
Maintain
financial
flexibility
through
strong capital
management
• Closed the financial year in a net cash position (gearing was 13.6% in FY19),
reflecting no interim dividend payment and cash preservation initiatives from
April through to June such as capital expenditure deferral and reduced working
capital
• Available cash liquidity of over $490m at year end
• Banking covenant waiver received on interest cover through to the end of FY21
• Stable cash flow generation as customers chose to shop for value
• The Group maintains lease profile flexibility by having the majority of lease
renewals within 5 years and the majority of lease final expiry dates greater
than 10 years.
• Impact of the New Zealand economy and the indirect
impact of the economic performance of New Zealand’s
major trading partners
• Offshore retailers may enter or increase existing footprint
in New Zealand, altering the retail sector’s competitive
landscape and creating direct business competition
• Economic downturns may result in a deterioration of
financial performance
• Continued uncertainty around impact of COVID-19
on both domestic and global economy.
• The Group’s established New Zealand brands with strong value
propositions and diversified product offering can alleviate
performance pressure from market downturns
• Tightly manage our property portfolio to balance location
security with flexibility to manage individual lease commitments
• Maintain an unparalleled footprint in the New Zealand retail
market across physical and online channels
• Continue to build the capabilities of our customer-centric
ecosystem that is dedicated to creating a frictionless shopping
experience for our customers and be value-enhancing for them.
Total
Shareholder
Return
Reward
shareholders
with a
consistently
strong return
on investment
• Capital decline in share price of 9.6% over FY20 against an increase in the
NZX50 capital index of 5.4%
• Annual Total Shareholder Return was -6.1% (FY19 +20.2%)
• The Dividend Policy is suspended for the current year with the intention to
resume dividend payments in line with policy in FY21
• Return on Funds Employed of 34.5% (FY19: 23.5%).
• Downturn in domestic and international financial markets
may impact on the share price of The Warehouse Group
• Dividend payments may be deferred or cancelled should
it be in the best long-term interests of the company and
its stakeholders. This may be the case where external
events that impact the domestic economy and The
Warehouse Group’s financial performance threaten its
short-term liquidity position.
• Develop trust with shareholders by delivering a high level
of financial reporting and transparency
• Maintain our commitment to consistently deliver value
to our shareholders through a balance of dividends and
capital growth
• Visibility to shareholders on long-term operation and
financial targets.
Allocation of
capital
Optimally
invest in our
business to
grow customer
lifetime value
• Continued developing the Investment Committee process which provides a
disciplined approach to capital expenditure
• Invested in projects aligned to develop and enable the customer ecosystem
such as TheMarket.com, Master Data Management, Warehouse Management
System and an Enterprise Resource Planning system
• Greater focus on optimising the store network to reflect shifts in customer
shopping preferences and initiatives such as store-within-a-store integrations
• Maintained low level of capital expenditure as a percentage of depreciation of
109% in FY20 (FY19: 104%) while investing in operational change.
• Erosion of the asset base from under-investment due
to deferral of spend or lack of strategic direction
• Under-investment in growth initiatives that are core to
delivering exceptional customer retail experiences
• Under performance of investments relative to initial
expectations.
• Refine our maintenance capital expenditure programme to
ensure our infrastructure and customer channels (physical
and online) meet or exceed customer expectations
• Use our investment review process to test the robustness
of investments from an operational, strategic and financial
perspective
• Apply a 'customer-first' lens to expenditure.
Access to
capital
Maintain
access to
diverse capital
sources
• The Group maintains three primary sources of capital in operating cash flow,
debt and equity
• Operating cash flow has significantly improved in FY20 due to working
capital initiatives
• Access to committed bank debt facilities of $330m (undrawn at balance date)
in addition to a $50m seasonal credit facility
• The Group repaid its NZX-listed bond during FY20
• Market capitalisation of $718m by the end of FY20.
• Tightening of credit markets and/or local banking
regulations and downturn in equity market performance
due to local and/or global economic factors cause a
rationing of capital.
• Maintain access to diverse and quality sources of capital
and target liquidity of $500m
• Retain our banking relationships and bank facility headroom
in excess of immediate needs
• Supplement our bank funding with alternative funding
instruments where feasible
• NZX listed for 25 years with a founding shareholder who has
maintained a controlling stake
• Continue our focus on working capital control and converting
earnings into operating cash flow
• Access to NZ Debt Capital Markets.
Key Initiatives
COVID-19 presented an unprecedented
challenge to the business. However, the
Group was well placed to weather the
economic shock because of the operational
and financial disciplines put in place as part
of our transformation programme. Further
initiatives included a greater rigour on
advertising and promotion spend and more
efficient inventory turn. These initiatives,
combined with the wage subsidy received
from the Government, rent relief from many
landlords and improvements to supplier terms,
contributed to the strong cash position of the
business at year end.
Of the FY20 capital expenditure of $63.7m,
51% was on Information Systems & Digital
initiatives, 33% on store, distribution centres
and other property, and the remaining 16% on
logistics. The Group remains of the view there
will be several years of capital expenditure in
the $100m to $120m range as it continues to
invest in platform development.
Significance
Financial capital enables the Group to
execute on the various initiatives we identify
as important for the long-term sustainability
of the Group and development of its capital
base (financial and non-financial). The
transformation plans are, however, not only
associated with financial performance. We are
also investing in areas of the business where
goals are linked to non-financial measures but
the ability to develop, implement and achieve
them is dependent on the financial resources
FINANCIAL CAPITAL
Ensure efficient utilisation of financial capital to compete and enable growth
DRAFT DRAFT
47
Integrated Annual Report 2020
Actual Progress
Roadmap
to our goal
Key RisksMitigations
Focus AreaPriorities
FY19
(last year)
FY20
(this year)
FY20 ProgressFY21FY22+
Financial
resilience
Maintain
financial
flexibility
through
strong capital
management
• Closed the financial year in a net cash position (gearing was 13.6% in FY19),
reflecting no interim dividend payment and cash preservation initiatives from
April through to June such as capital expenditure deferral and reduced working
capital
• Available cash liquidity of over $490m at year end
• Banking covenant waiver received on interest cover through to the end of FY21
• Stable cash flow generation as customers chose to shop for value
• The Group maintains lease profile flexibility by having the majority of lease
renewals within 5 years and the majority of lease final expiry dates greater
than 10 years.
• Impact of the New Zealand economy and the indirect
impact of the economic performance of New Zealand’s
major trading partners
• Offshore retailers may enter or increase existing footprint
in New Zealand, altering the retail sector’s competitive
landscape and creating direct business competition
• Economic downturns may result in a deterioration of
financial performance
• Continued uncertainty around impact of COVID-19
on both domestic and global economy.
• The Group’s established New Zealand brands with strong value
propositions and diversified product offering can alleviate
performance pressure from market downturns
• Tightly manage our property portfolio to balance location
security with flexibility to manage individual lease commitments
• Maintain an unparalleled footprint in the New Zealand retail
market across physical and online channels
• Continue to build the capabilities of our customer-centric
ecosystem that is dedicated to creating a frictionless shopping
experience for our customers and be value-enhancing for them.
Total
Shareholder
Return
Reward
shareholders
with a
consistently
strong return
on investment
• Capital decline in share price of 9.6% over FY20 against an increase in the
NZX50 capital index of 5.4%
• Annual Total Shareholder Return was -6.1% (FY19 +20.2%)
• The Dividend Policy is suspended for the current year with the intention to
resume dividend payments in line with policy in FY21
• Return on Funds Employed of 34.5% (FY19: 23.5%).
• Downturn in domestic and international financial markets
may impact on the share price of The Warehouse Group
• Dividend payments may be deferred or cancelled should
it be in the best long-term interests of the company and
its stakeholders. This may be the case where external
events that impact the domestic economy and The
Warehouse Group’s financial performance threaten its
short-term liquidity position.
• Develop trust with shareholders by delivering a high level
of financial reporting and transparency
• Maintain our commitment to consistently deliver value
to our shareholders through a balance of dividends and
capital growth
• Visibility to shareholders on long-term operation and
financial targets.
Allocation of
capital
Optimally
invest in our
business to
grow customer
lifetime value
• Continued developing the Investment Committee process which provides a
disciplined approach to capital expenditure
• Invested in projects aligned to develop and enable the customer ecosystem
such as TheMarket.com, Master Data Management, Warehouse Management
System and an Enterprise Resource Planning system
• Greater focus on optimising the store network to reflect shifts in customer
shopping preferences and initiatives such as store-within-a-store integrations
• Maintained low level of capital expenditure as a percentage of depreciation of
109% in FY20 (FY19: 104%) while investing in operational change.
• Erosion of the asset base from under-investment due
to deferral of spend or lack of strategic direction
• Under-investment in growth initiatives that are core to
delivering exceptional customer retail experiences
• Under performance of investments relative to initial
expectations.
• Refine our maintenance capital expenditure programme to
ensure our infrastructure and customer channels (physical
and online) meet or exceed customer expectations
• Use our investment review process to test the robustness
of investments from an operational, strategic and financial
perspective
• Apply a 'customer-first' lens to expenditure.
Access to
capital
Maintain
access to
diverse capital
sources
• The Group maintains three primary sources of capital in operating cash flow,
debt and equity
• Operating cash flow has significantly improved in FY20 due to working
capital initiatives
• Access to committed bank debt facilities of $330m (undrawn at balance date)
in addition to a $50m seasonal credit facility
• The Group repaid its NZX-listed bond during FY20
• Market capitalisation of $718m by the end of FY20.
• Tightening of credit markets and/or local banking
regulations and downturn in equity market performance
due to local and/or global economic factors cause a
rationing of capital.
• Maintain access to diverse and quality sources of capital
and target liquidity of $500m
• Retain our banking relationships and bank facility headroom
in excess of immediate needs
• Supplement our bank funding with alternative funding
instruments where feasible
• NZX listed for 25 years with a founding shareholder who has
maintained a controlling stake
• Continue our focus on working capital control and converting
earnings into operating cash flow
• Access to NZ Debt Capital Markets.
of the Group. Financial capital is therefore not
only about financial results, it is also about
delivering results for the betterment of the
Group and our stakeholders.
Materiality
'Do Good' is a value within the Group that
displays our commitment to our people and
our planet and delivering great value to
customers with our products. To deliver on
that commitment, the Group needs to also
have a robust financial capital base.
We have focused on achieving a strong
balance sheet that provides capital headroom
to weather potential downturns and fund
investment in value-enhancing initiatives and
strategies. Financial discipline is of utmost
importance to us and is core to making
sure that we are here for good and for all
New Zealanders.
Future focus areas
• Develop financial processes that enable the
benefits of Agile ways of working
FINANCIAL CAPITAL
• Establish the Quarterly Business Review
process to ensure alignment and
transparency on strategic priorities across
the Group and allocate resources to highest
priority initiatives
• Build the Enterprise Resource Planning
system which commences with a financial
foundation
• Further develop our risk management.
100% Complete50% Complete
Early stages
of completion
75% CompleteOn plan
On plan
but at risk
Behind plan
Not currently
measured
DRAFT
48
The Warehouse Group
DRAFT
49
Integrated Annual Report 2020
The financial statements have been presented in a style which attempts to make them less complex and more relevant to shareholders. The note disclosures
have been grouped into six sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial
risk management’ and ‘other disclosures’. Each section sets out the significant accounting policies in green text boxes applied in producing the relevant notes,
along with details of any key judgements and estimates used. The purpose of this format is to provide readers with a clearer understanding of what drives
financial performance of the Group.
These financial statements have been approved for issue by the Board of Directors on 14 October 2020.
The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is
Level 4, 4 Graham Street, PO Box 2219, Auckland.
FINANCIAL STATEMENTS Page
Consolidated income statement 50
Consolidated statement of comprehensive income 50
Consolidated balance sheet 51
Consolidated statement of cash flows 52
Reconciliation of operating cash flows 52
Consolidated statement of changes in equity 53
BASIS OF PREPARATION
1.1 Reporting entity 54
1.2 Compliance statement 54
1.3 Basis of preparation 54
1.4 Reporting period 54
1.5 Significant transactions and events in the financial year 54
1.6 Critical accounting judgements, 55
estimates and assumptions
1.7 Non-GAAP financial information 55
1.8 Subsequent events 55
FINANCIAL PERFORMANCE
2.0 Segment information 56
2.1 Operating performance 56
2.2 Capital expenditure, depreciation 56
and amortisation
2.3 Balance sheet information 57
3.0 Income and expenses 57
3.1 Other income 57
3.2 Employee expense 57
3.3 Other operating expenses 57
3.4 Auditors’ fees 57
4.0 Taxation 58
4.1 Taxation - Income statement 58
4.2 Balance sheet - Current taxation liability 58
4.3 Balance sheet - Deferred taxation 58
5.0 Adjusted net profit 59
6.0 Earnings per share 59
7.0 Dividends 60
7.1 Dividends paid 60
7.2 Dividend policy reconciliation 60
7.3 Imputation credit account 60
OPERATING ASSETS AND LIABILITIES Page
8.0 Working capital 61
8.1 Inventory 61
8.2 Trade and other receivables 61
8.3 Trade and other payables 61
8.4 Provisions 62
9.0 Non current assets 62
9.1 Property, plant and equipment 62
9.2 Intangible assets 63
10.0 Lease liabilities and right of use assets 64
10.1 Right of use assets 64
10.2 Lease liabilities 64
10.3 Profit impact of NZ IFRS 16 65
10.4 Balance sheet impact of NZ IFRS 16 65
10.5 Changes to cash flow presentation 65
FINANCING AND CAPITAL STRUCTURE
11.0 Borrowings 66
11.1 Net debt 66
11.2 Net interest expense 66
11.3 Bank facilities 66
12.0 Equity 67
12.1 Capital management 67
12.2 Contributed equity 67
12.3 Reserves 68
12.4 Minority interest 68
FINANCIAL RISK MANAGEMENT
13.1 Financial risk factors 69
13.2 Derivative financial instruments 69
13.3 Liquidity risk 70
13.4 Credit risk 70
13.5 Market risk 70
OTHER DISCLOSURES
14.0 Key management 71
15.0 Commitments 71
16.0 Contingent liabilities 71
17.0 Related parties 71
Financial Statements
For the 53 week period ended 2 August 2020
CONTENTS
Joan Withers - Chair
14 October 2020
Keith Smith - Deputy Chair
14 October 2020
DRAFT DRAFT
50
The Warehouse Group
Consolidated Income Statement
For the 53 week period ended 2 August 2020
(53 Weeks) (52 Weeks)
Note2020 2019
$ 000$ 000
Net profit for the period
43,698 65,515
Items that may be reclassified subsequently to the income statement
Movement in foreign currency translation reserve(184)19
Movement in derivative cash flow hedges(16,598)(17,165)
Movement in de-designated derivative hedges226 580
Tax relating to movement in hedge reserve4,585 4,644
Other comprehensive income
(11,971)(11,922)
Total comprehensive income
31,727 53,593
Attributable to:
Shareholders of the parent32,501 53,460
Minority interest
12.4
(774)133
Total comprehensive income
31,727 53,593
Attributable to:
Total comprehensive income from continuing operations31,696 55,521
Total comprehensive gain/(loss) from discontinued operations31 (1,928)
Total comprehensive income
31,727 53,593
Total comprehensive income from continuing operations attributable to:
Shareholders of the parent32,470 55,388
Minority interest
12.4
(774)133
Total comprehensive income
31,696 55,521
Consolidated Statement of Comprehensive Income
For the 53 week period ended 2 August 2020
(53 Weeks) (52 Weeks)
Note2020 2019
$ 000$ 000
Continuing operations
Retail sales
2.1
3,172,830 3,071,357
Cost of retail goods sold
8.1
(2,137,950)(2,042,722)
Gross profit
1,034,880 1,028,635
Other income
3.1
83,919 8,325
Employee expense
3.2
(559,299)(520,892)
Depreciation and amortisation expense
2.2
(154,652)(60,613)
Other operating expenses
3.3
(247,087)(343,077)
Operating profit from continuing operations
2.1
157,761 112,378
Unusual items
5.0
(53,079)(9,435)
Earnings before interest and tax from continuing operations
104,682 102,943
Net interest expense
11.2
(46,710)(8,879)
Profit before tax from continuing operations
57,972 94,064
Income tax expense
4.1
(14,305)(26,621)
Net profit for the period from continuing operations
43,667 67,443
Discontinued operations
Gain/(loss) from discontinued operations (net of tax)31 (1,928)
Net profit for the period
43,698 65,515
Attributable to:
Shareholders of the parent44,472 65,382
Minority interests
12.4
(774)133
43,698 65,515
Profit attributable to shareholders of the parent relates to:
Profit from continuing operations44,441 67,310
Gain/(loss) from discontinued operations
31 (1,928)
44,472 65,382
Earnings per share attributable to shareholders of the parent
Basic earnings per share
6.0
12.9 cents 18.9 cents
Basic earnings per share - continuing operations
6.0
12.9 cents 19.5 cents
DRAFT
51
Integrated Annual Report 2020
Note2020 2019
$ 000$ 000
ASSETS
Current assets
Cash and cash equivalents
11.1
168,068 49,297
Trade and other receivables
8.2
84,263 90,670
Inventories
8.1
393,610 517,758
Derivative financial instruments
13.2
243 7,948
Total current assets
646,184 665,673
Non current assets
Property, plant and equipment
9.1
197,131 221,161
Intangible assets
9.2
135,566 125,512
Right of use assets
10.1
774,175 -
Deferred taxation
4.3
101,805 38,475
Total non current assets
1,208,677 385,148
Total assets
2.3
1,854,861 1,050,821
LIABILITIES
Current liabilities
Borrowings
11.1
- 125,465
Trade and other payables
8.3
420,805352,575
Derivative financial instruments
13.2
27,091 939
Taxation payable
4.2
10,982 713
Lease liabilities
10.2
106,467
-
Provisions
8.4
60,99160,771
Total current liabilities
626,336 540,463
Non current liabilities
Derivative financial instruments
13.2
- 7,055
Lease liabilities
10.2
828,321 -
Provisions
8.4
23,865 21,270
Total non current liabilities
852,186 28,325
Total liabilities
2.3
1,478,522 568,788
Net assets
376,339 482,033
EQUITY
Contributed equity
12.2
360,061 360,061
Reserves
12.3
(13,187)(1,216)
Retained earnings30,259 122,469
Total equity attributable to shareholders
377,133 481,314
Minority interest
12.4
(794)719
Total equity
376,339 482,033
Consolidated Balance Sheet
As at 2 August 2020
DRAFT DRAFT
52
The Warehouse Group
Consolidated Statement of Cash Flows
For the 53 week period ended 2 August 2020
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
(53 weeks) (52 weeks)
Note2020 2019
$ 000 $ 000
Net profit
43,698 65,515
Non-cash items
Depreciation and amortisation expense
2.2
154,652 60,613
Intangible asset impairment
9.2
8,028 5,478
Property, plant and equipment impairment
9.1
8,659 -
Share based payment expense
3.2
350 420
Interest capitalisation384 446
COVID-19 landlord rent relief
10.2
(8,246)-
Movement in deferred tax
4.3
(15,907)4,857
Change in fair value of derivatives that are not hedge effective6,427 -
Movement in de-designated derivative hedges163 418
Total non-cash items
154,510 72,232
Items classified as investing or financing activities
Loss/(gain) on disposal of property, plant and equipment1,206 (10,392)
Loss on lease terminations553 -
Gain on business disposal- (398)
Supplementary dividend tax credit
4.2
136 275
Total investing and financing adjustments
1,895 (10,515)
Changes in assets and liabilities
Trade and other receivables(4,643)6,197
Inventories124,148 6,082
Trade and other payables75,31470,785
Provisions2,815(6,628)
Income tax10,269 (5,675)
Total changes in assets and liabilities
207,903 70,761
Net cash flows from operating activities
408,006 197,993
(53 weeks) (52 weeks)
Note2020 2019
$ 000 $ 000
Cash flows from operating activities
Cash received from customers3,250,429 3,083,748
Payments to suppliers and employees(2,775,928)(2,853,781)
Income tax paid
4.2
(19,879)(26,540)
Interest paid(46,616)(8,657)
408,006 194,770
Loans repaid by discontinued finance business customers- 26,417
New loans to discontinued finance business customers- (23,194)
Net cash flows from operating activities
408,006 197,993
Cash flows from investing activities
Proceeds from sale of property, plant and equipment and computer software12,008 1,860
Proceeds from business disposal- 1,850
Purchase of property, plant and equipment and computer software(64,513)(61,326)
Business disposal warranty claim- (1,421)
Net cash flows from investing activities
(52,505)(59,037)
Cash flows from financing activities
Repayment of bank borrowings- (63,715)
Repayment of fixed rate senior bond(125,000)
-
Lease principal repayments(83,833)
-
Treasury stock dividends received 115 217
Dividends paid to parent shareholders(27,883)(52,302)
Dividends paid to minority shareholders(129)(179)
Other items- (135)
Net cash flows from financing activities
(236,730)(116,114)
Net cash flow118,771 22,842
Opening cash position49,297 26,455
Closing cash position
11.1
168,068 49,297
Reconciliation of Operating Cash Flows
For the 53 week period ended 2 August 2020
DRAFT
53
Integrated Annual Report 2020
Consolidated Statement of Changes in Equity
For the 53 week period ended 2 August 2020
Note
Share
Capital
Treasury
Shares
Hedge
Reserves
Foreign
Currency
Translation
Reserve
Employee
Share
Benefits
Reserve
Retained
Earnings
Minority
Interest
Total
Equity
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
For the 53 week period ended 2 August 2020
Balance at the beginning of the period365,517 (5,456)(1,230)14 - 122,469 719 482,033
Adjustment on adoption of NZ IFRS 16
10.4
- - - - - (109,972)(38)(110,010)
Restated balance at the beginning of the period
365,517 (5,456)(1,230)14 - 12,497 681 372,023
Net profit for the period- - - - - 44,472 (774)43,698
Movement in foreign currency translation reserve- - - (184)- - - (184)
Movement in derivative cash flow hedges- - (16,598)- - - - (16,598)
Movement in de-designated derivative hedges- - 226 - - - - 226
Tax relating to movement in hedge reserve
4.2, 4.3
- - 4,585 - - - - 4,585
Total comprehensive income
- - (11,787)(184)- 44,472 (774)31,727
Contributions by and distributions to owners
Share rights charged to the income statement- - - - - - 350 350
Share rights vested- - - - - 922 (922)-
Dividends paid
7.1, 12.4
- - - - - (27,747)(129)(27,876)
Treasury stock dividends received- - - - - 115 - 115
Balance at the end of the period
365,517 (5,456)(13,017)(170)- 30,259 (794)376,339
(note: 12.2) (note: 12.2) (note: 12.3) (note: 12.3) (note: 12.4)
For the 52 week period ended 28 July 2019
Balance at the beginning of the period365,517 (6,060)10,711 (5)766 108,476 879 480,284
Adjustment on adoption of NZ IFRS 15- - - - - (275)- (275)
Restated balance at the beginning of the period
365,517 (6,060)10,711 (5)766 108,201 879 480,009
Profit for the period
- - - - - 65,382 133 65,515
Movement in foreign currency translation reserve- - - 19 - - - 19
Movement in derivative cash flow hedges- - (17,165)- - - - (17,165)
Movement in de-designated derivative hedges- - 580 - - - - 580
Tax relating to movement in hedge reserve
4.2, 4.3
- - 4,644 - - - - 4,644
Total comprehensive income
- - (11,941)19 - 65,382 133 53,593
Contributions by and distributions to owners
Share rights charged to the income statement- - - - 63 - 357 420
Share rights vested- 604 - - (829)696 (471)-
Dividends paid
7.1, 12.4
- - - - - (52,027)(179)(52,206)
Treasury stock dividends received- - - - - 217 - 217
Balance at the end of the period
365,517 (5,456)(1,230)14 - 122,469 719 482,033
(note: 12.2) (note: 12.2) (note: 12.3) (note: 12.3) (note: 12.4)
DRAFT DRAFT
54
The Warehouse Group
1.0 BASIS OF PREPARATION
1.1 Reporting entity
The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail sector. The Company is a limited
liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity
under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.
The Company is listed on the New Zealand Stock Exchange (NZX).
1.2 Compliance statement
These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.
They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards, and
authoritative notes as appropriate for profit oriented entities. The financial statements also comply with International Financial Reporting Standards (IFRS).
1.3 Basis of preparation
The measurement basis adopted in the preparation of these financial statements is historical cost, as modified by the revaluation of certain assets and liabilities
at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise stated.
Certain comparative amounts have been reclassified to conform with the current year’s presentation.
The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting choice
is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS do not provide any accounting
policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed below.
Notes to the Financial Statements - Basis of Preparation
For the 53 week period ended 2 August 2020
Percentage Ownership
Name of EntityPrincipal Activity
20202019
The Warehouse LimitedRetail100 100
Noel Leeming Group LimitedRetail100 100
Torpedo7 LimitedRetail100 100
TheMarket.com LimitedOnline marketplace89 95
Diners Club (NZ) LimitedFinancial ServicesClassified as discontinued operations100 100
Eldamos Investments LimitedProperty100 100
The Warehouse Nominees LimitedInvestment100 100
1.4 Reporting period
These financial statements are for the 53 week period 29 July 2019 to 2 August 2020. The comparative period is for the 52 week period 30 July 2018 to
28 July 2019. The Group operates on a weekly trading and reporting cycle, which means most financial years represent a 52 week period, a 53 week
catch-up year occurs once every five to six years as happened this year.
1.5 Significant transactions and events in the financial year
The following significant transactions and events affected the financial performance and financial position of the Group for the year ended 2 August 2020:
Adoption of NZ IFRS 16 Leases
During the year, the Group adopted NZ IFRS 16 ‘Leases’ (NZ IFRS 16), which resulted in significant changes to the presentation of the Group’s financial
position. The Group recognised ‘right-of-use’ assets of $834.5 million, and $990.2 million of lease liabilities as at 28 July 2019, with a reduction in retained
earnings of $110.0 million. The standard was adopted using the modified retrospective approach, with no restatement of comparative information. As a
result of adopting NZ IFRS 16, continuing net profit after taxation for the year also increased by $1.5 million. Further details of the adoption of NZ IFRS 16
and the new accounting policies are disclosed in note 10.
Rise transformation
January 2020 marked the completion of the Group’s ‘Rise’ transformation programme, which resulted in 275 initiatives being implemented across the
Group. The programme was designed to improve financial performance and focused on simplification to reduce complexities and costs, reduce working
capital, drive efficiencies and generate greater customer relevance. The Group partnered with a consultancy firm to assist with the implementation of the
programme. The Group incurred costs of $22.0 million (refer note 5.0) which largely represented the consultancy firm’s success fees.
Group structure
Diners Club (NZ) – discontinued operation
The Group wound up the remaining Diners Club (NZ) business in April 2020, which was excluded from the sale of the Group’s Financial Services operations in
September 2017. The Company made a small after-tax profit ($31,000) during the year as part of an arrangement with Diners Club International to assist with
merchant transition.
TheMarket.com – minority interest
TheMarket.com employees increased their minority shareholders’ interests from 5.3% to 10.7% of the Company when their share rights vested in March
2020 (refer note 12.4) as part of the Group’s employee share right plan.
COVID-19
In March 2020, the Government announced a package of measures to support businesses through the impact of COVID-19. Two of the measures that were
introduced which had a direct impact on the Group were the reintroduction of tax depreciation on commercial and industrial buildings and the
wage subsidy scheme.
Wage subsidy scheme
The wage subsidy scheme was designed to support employers adversely affected by COVID-19 whose revenues had declined by more than 30%, so they
could continue to pay their employees. During the seven lockdown period, which commenced at the end of March 2020, the Group’s physical stores were not
permitted to open to the public; this resulted in a year on year decline in revenue of 67% during that period. The Group applied for the Government’s wage
subsidy scheme and received $67.8 million to support around 11,000 of its employees, which equated to 55% of the labour cost over the 12 week subsidy period
(refer note 3.1).
DRAFT
55
Integrated Annual Report 2020
Notes to the Financial Statements - Basis of Preperation
For the 53 week period ended 2 August 2020
1.6 Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets
and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the
financial statements are found in the following notes:
(a) Inventory (note 8.1)
(b) Trade and other payables (note 8.3)
(c) Property, plant equipment and software (notes 9.1 and 9.2)
(d) Lease liabilities and right of use assets (notes 10.1 and 10.2)
(e) Derivative financial instruments (note 13.2).
1.8 Subsequent events
On 12 August 2020, following the detection of community transmission of COVID-19 in Auckland, the Government imposed alert level 3 restrictions on
the Auckland region and moved the rest of New Zealand to level 2. During the two and a half week period of level 3 restrictions, sales in the Auckland
region declined 90% compared with the previous year and Group store sales were down 18%. These restrictions also caused additional delays to the
completion of the Group’s inventory cycle counts and disrupted the Group’s Agile restructuring process. The inventory cycle counts were completed in
mid-September 2020 and the Agile consultation process was substantially completed in early October 2020. Changes to COVID-19 alert levels impact
the Group’s operating activities however, these latest restrictions did not impact the Group’s financial statements for the year ended 2 August 2020.
1.7 Non-GAAP financial information
The Group uses operating profit, earnings before tax and interest, unusual items and adjusted net profit to describe financial performance as it considers
these line items provide a better measure of underlying business performance. These non GAAP measures are not prepared in accordance with NZ IFRS
and may not be comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit
are detailed in note 5.0.
Tax depreciation
The reintroduction of tax depreciation on buildings for tax purposes applies to the Group from 3 August 2020 with a depreciation rate set at 1.5% on a
straight-line basis. For the year ended 2 August 2020, the tax base of the Group’s buildings increased by $7.2 million. This reduced the difference between the
accounting carrying value and the tax base, resulting in an increase in deferred tax assets and a reduction in the tax expense of $2.0 million (refer note 4.1).
Group’s response to COVID-19 during the lockdown period
During the initial lockdown period when the duration of the lockdown and impact of COVID-19 was uncertain the Group embarked on several initiatives to
reduce costs and improve the Group’s liquidity. Among a raft of cash preservation initiative's the Group cancelld its interim dividend ($34.7 million - note 7.1),
negotiated rent reductions and payment deferrals with its landlords ($10.0 million - note 10.2), cancelled the annual employee incentive scheme and reduced
Directors’ fees. The Group also secured $150 million of additional banking facilities, extending the total debt facilities available to $330 million (refer note 11.3).
Post lockdown
The Group benefitted from a surge in sales coming out of lockdown with sales up 18% in the fourth quarter compared to the same period last year, which
was considered to be a consequence of government stimulus packages and pent up customer demand. The strength of trading post lockdown, combined
with working capital improvements and the cost saving initiatives implemented during the lockdown period, bolstered the Group’s liquidity position, this
meant it could repay its fixed rate senior bond of $125 million (refer note 11.1) when it matured in June 2020 from cash reserves.
Derivatives - Interest rate swaps
The Group’s net borrowings reduced by around $200 million compared to last year and at balance date the Group had cash on hand of $168 million.
Without core borrowings, the Group’s interest rate swaps were not fully effective as cash flow hedges, which meant the Group recognised a mark to
market loss of $6.4 million on a portion of the derivatives that were considered ineffective as cash flow hedges (refer note 13.2).
Agile restructure
COVID-19 accelerated the Group’s plans to transition to an Agile way of working. The Group partnered with the same consultancy firm used for the Rise
transformation, on a similar fee basis. As part of the transition, the Group commenced a consultation process with its employees in June 2020, which
resulted in a reduction in roles across both stores and the Group’s head office of around 1,100 positions. The transition process also involved the closure of
eight underperforming stores. The Group incurred costs of $22.2 million, which are detailed in note 5.0.
Other consequences
Management has also assessed the impact of COVID-19 on other aspects of the balance sheet. The Group increased inventory provisions by $13.0
million (refer note 8.1) following a detailed review of inventory to reflect management’s best estimate of net realisable value based on the expected
future economic conditions. A review of property, plant, equipment and intangible assets identified asset impairments associated with store closures and
redundant assets from changes to ways of working. The Group recorded impairment expenses of $11.4 million (refer note 2.2).
NZX waiver
The Company received an NZX waiver that provided the Group with an additional 30 days to prepare and release this year’s results. The extra time allowed
the Group to complete its inventory cycle counts, post balance date, for stores which were unable to perform stocktakes during the seven week lockdown
period. The results of these stocktakes are recognised in the year end results. The extra time also meant the Group was able to reduce the number of
estimates used to determine redundancy accruals by accessing the most up to date information regarding the consultation process which continued after
balance date (refer note 8.3).
DRAFT DRAFT
56
The Warehouse Group
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 2 August 2020
Asset impairment expenses reclassified as unusual items relate to the impairment of the Torpedo7 brand name of $2.545 million (2019: $5.478 million) and asset
impairments ($4.367 million) related to store closures included as part of the Agile restructure costs (refer note 5.0).
2.2 Capital expenditure, depreciation and amortisation
Impairment
Depreciation
and Amortisation
Capital Expenditure
Note202020192020 2019 2020 2019
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
The Warehouse segment11,347 - 44,340 46,310 47,829 47,753
Noel Leeming 257 - 8,624 9,912 8,349 6,290
Torpedo75,083 5,478 1,846 1,453 3,138 3,986
TheMarket- - 1,924 1,200 3,362 3,641
Other Group operations- - 1,502 1,738 444 433
Property, plant, equipment and intangible assets
16,687 5,478 58,236 60,613 63,122 62,103
Right of use assets
10.1
1,576 - 96,416 -
Reclassified as an unusual item(6,912)(5,478)- -
Impairment, depreciation and amortisation expense
11,351 - 154,652 60,613
Comprising
Property, plant and equipment
9.1
8,659 - 45,366 50,371 32,162 34,676
Intangible assets
9.2
8,028 5,478 12,870 10,242 30,960 27,427
Property, plant, equipment and intangible assets
16,687 5,478 58,236 60,613 63,122 62,103
Operating segments
The Group has four operating segments trading in the New Zealand retail sector and a start-up online marketplace venture. These segments form the basis of
internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist with strategy decisions. The Group
has disclosed its segment operating profit performance on a basis that excludes the impact of adopting NZ IFRS 16 (refer note 10), which is consistent with the
Group’s internal reporting.
Each of the four main retail segments represents a distinct retail brand that operates throughout New Zealand. Customers can purchase product from the retail
chains either online or through the Group’s physical retail store network. The Group’s store network currently has 92 (2019: 93) The Warehouse stores, 71 (2019:
70) Warehouse Stationery stores, 74 (2019: 77) Noel Leeming stores and 20 (2019: 18) Torpedo7 stores. The Warehouse predominantly sells general merchandise
and apparel, Warehouse Stationery sells stationery products, Noel Leeming sells technology and appliance products and Torpedo7 sells sporting equipment.
Group support office functions, such as Information Systems, Finance, Brand Executives and People Support, were operated using a shared services model
which allocated the costs of these functions to individual brands calculated on an arm’s length basis. The remaining support office functions which relate to
corporate and governance functions, a property company and the Group’s interest in a chocolate factory, are not allocated and form the main components of
the ‘Other Group operations’ segment.
2.0 SEGMENT INFORMATION
2.1 Operating performance
RevenueOperating ProfitRetail Operating Margin
Note2020 20192020201920202019
$ 000$ 000$ 000$ 000
The Warehouse1,706,036 1,705,687 96,28085,075 5.6% 5.0%
Warehouse Stationery 268,845 268,592 22,764 16,669 8.5% 6.2%
Warehouse Segment
1,974,881 1,974,279 119,044101,744 6.0% 5.2%
Noel Leeming 1,009,975 924,648 46,041 38,103 4.6% 4.1%
Torpedo7190,971 172,474 (14,746)(7,027)-7.7% -4.1%
TheMarket1,450 - (14,657)(5,996)
Other Group operations6,673 8,508 (18,880)(14,446)
Inter-segment eliminations(11,120)(8,552)- -
Group
3,172,830 3,071,357 116,802 112,378 3.7% 3.7%
Adjustments for NZ IFRS 16
10.3
40,959 -
Operating profit from continuing operations
157,761 112,378
Unusual items
5.0
(53,079)(9,435)
Earnings before interest and tax from continuing operations
104,682 102,943
Retail Sales
Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for instore sales or where the goods
are purchased online when the goods have been delivered to the customer. Revenue from the sale of goods is recognised at the fair value of the
consideration received or receivable, net of returns, discounts and excluding GST.
DRAFT
57
Integrated Annual Report 2020
3.0 INCOME AND EXPENSES
COVID-19 Wage Subsidy
In March 2020, the Government announced a package of measures to support businesses through the impact of COVID-19 including the wage subsidy
scheme. The scheme provided financial support to employers adversely affected by COVID-19 that experienced a minimum 30% decline in revenue, so they
could continue to pay their employees over a 12 week period, and support workers to ensure they continued to receive an income and stay connected to
their employer. The sales of the four main trading brands declined by 67% during the seven week lockdown period which commenced in March 2020 when
the COVID-19 alert levels were set at levels 3 and 4 and the Group was unable to open its physical store network. The Group applied for the Government’s
wage subsidy scheme on behalf of around 11,000 employees and received $67.768 million in total support for its employees which equated to 55% of the
labour cost over the 12 week period of the subsidy.
3.1 Other income
Note2020 2019
$ 000$ 000
COVID-19 wage subsidy67,768
-
COVID-19 landlord rent relief
10.2
8,246
-
Tenancy rents received2,734 3,348
Other5,171 4,977
Other income
83,919 8,325
3.2 Employee expense
2020 2019
$ 000 $ 000
Wages and salaries549,522 493,514
Directors' fees703 709
Performance based compensation8,724 26,249
Equity settled share based payments expense350 420
Employee expense
559,299 520,892
3.3 Other operating expenses
Note2020 2019
$ 000 $ 000
Other operating expenses include:
Provision for bad and doubtful debts expense3,2212,142
Loss on disposal of plant and equipment1,294 1,369
Asset impairments
2.2
11,351 -
Donations134 89
Net foreign currency exchange (gain)/loss(16)64
3.4 Auditors’ fees
2020 2019
$ 000 $ 000
Auditing the Group financial statements620 520
Reviewing the half year financial statements93 90
Other services4667
Total fees paid to PricewaterhouseCoopers
759677
Audit Fees - Corporate Governance
Fees paid to PricewaterhouseCoopers for other services relate to treasury market analysis, agreed upon procedures at the Annual Shareholders’ Meeting and
a tax audit for an overseas subsidiary. In accordance with the Group’s policies regarding audit governance and independence, this work was approved by the
Group’s Audit and Risk Committee. The Group’s policy permits the audit firm to provide non-audit services that are not considered to be in conflict with the
preservation of the independence of the auditor, subject to Audit and Risk Committee approval.
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 2 August 2020
2.3 Balance sheet information
Total AssetsTotal Liabilities
Note2020 2019 2020 2019
$ 000 $ 000 $ 000 $ 000
The Warehouse segment425,015 536,464 319,992 302,333
Noel Leeming 169,297 175,053 161,367 107,754
Torpedo749,701 63,694 19,627 20,247
TheMarket8,687 6,906 3,733 1,940
Other Group operations84,914 97,483 942 2,342
Operating assets/liabilities
737,614 879,600 505,661 434,616
Unallocated assets/liabilities
Cash and borrowings
11.1
168,068 49,297 - 125,465
Derivative financial instruments
13.2
243 7,948 27,091 7,994
Right of use assets/Lease liabilities774,175
-
934,788
-
Intangible goodwill and brands
9.2
72,956 75,501 - -
Taxation assets/liabilities
4.2, 4.3
101,805 38,475 10,982 713
Total Group
1,854,861 1,050,821 1,478,522 568,788
DRAFT DRAFT
58
The Warehouse Group
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 2 August 2020
The following table details the major deferred income tax assets and (liabilities) recognised by the Group and the movements during the current and prior year.
4.3 Balance sheet - Deferred taxation
Note
Brand
NamesLeases
Property, Plant
Equipment
and Software
Employee
ProvisionsDerivativesOtherTotal
For the 53 week period ended 2 August 2020
$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Opening balance11,843 - 6,128 13,425 415 6,664 38,475
Adjustment on adoption of NZ IFRS 1610.4 - 42,782 - - - - 42,782
Charged/(credited) to the income statement
4.1
3,870 (571)3,098 5,923 1,681 1,906 15,907
Net charged to other comprehensive income- - - - 4,648 (7)4,641
Closing balance
15,713 42,211 9,226 19,348 6,744 8,563 101,805
For the 52 week period ended 28 July 2019
Opening balance15,387 - 6,229 13,933 (4,391)7,260 38,418
Adjustment on adoption of NZ IFRS 15- - - - - 108 108
Charged/(credited) to the income statement
4.1
(3,544)- (101)(508)- (704)(4,857)
Net charged to other comprehensive income- - - - 4,806 - 4,806
Closing balance
11,843 - 6,128 13,425 415 6,664 38,475
4.2 Balance sheet - Current taxation liability
Note2020 2019
$ 000 $ 000
Opening balance(713)(6,388)
Foreign exchange movement3 -
Current year income tax payable
4.1
(30,224)(20,978)
Net taxation paid19,879 26,540
Transfer from cash flow hedge reserve(63)(162)
Supplementary dividend tax credit136 275
Closing balance
(10,982)(713)
The following table details the movement in income tax receivable/(payable) during the current and prior year.
4.0 TAXATION
A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.
Income taxation
The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
financial statements.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities
are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.
Goods and services tax (GST)
The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance sheet
are stated net of GST with the exception of receivables and payables which include GST invoiced.
4.1 Taxation - Income statement
Note2020 2019
$ 000$ 000
Profit before tax from continuing operations57,972 94,064
Gain/(Loss) before tax from discontinued operations43 (2,714)
Profit before tax
58,015 91,350
Taxation calculated at 28%16,244 25,578
Adjusted for the tax effect of:
Non deductible expenditure693 804
Income tax relating to building depreciation
5.0
(2,025)-
Income tax over provided in prior year(595)(547)
Income tax expense
14,317 25,835
Adjust for income tax expense attributable to losses from discontinued operations(12)786
Income tax expense attributable to continuing operations
14,305 26,621
Income tax expense comprises:
Current year income tax payable
4.2
30,224 20,978
Deferred taxation
4.3
(15,907)4,857
Income tax expense
14,317 25,835
DRAFT
59
Integrated Annual Report 2020
5.0 ADJUSTED NET PROFIT
6.0 EARNINGS PER SHARE
Adjusted net profit reconciliation
Note2020 2019
$ 000$ 000
Adjusted net profit
80,744 74,103
Add back: Unusual items
Gain on property disposals88 11,761
Restructuring costs - Rise(22,006)(15,718)
Restructuring costs - Agile(22,189)-
Change in fair value of derivatives that are not hedge effective
13.2
(6,427)-
Brand impairment (Torpedo7)
9.2
(2,545)(5,478)
Unusual items before taxation and NZ IFRS 16 adjustments
(53,079)(9,435)
Adjustments for NZ IFRS 16(154)-
Income tax on the unusual items above14,905 2,642
Income tax relating to building depreciation
4.1
2,025 -
Unusual items after taxation
(36,303)(6,793)
Net profit from continuing operations attributable to shareholders of the parent
44,441 67,310
Earnings per share calculation
Note2020 2019
Net profit attributable to shareholders of the parent ($ 000s)44,472 65,382
Net profit from continuing operations attributable to shareholders of the parent ($ 000s)44,441 67,310
Adjusted net profit ($ 000s)
5.0
80,744 74,103
Basic
Weighted average number of ordinary shares (net of treasury shares) on issue (000s)345,286 345,229
Basic earnings per share (cents)12.9 18.9
Basic earnings per share from continuing operations (cents)12.9 19.5
Adjusted basic earnings per share (cents)23.4 21.5
Unusual items
Restructuring costs - Rise
(a) The three year transformation programme known internally as ‘Rise’ concluded in January 2020. The programme changed the Group’s operating model
and included shifting The Warehouse away from a ‘Hi-Lo’ pricing model to an ‘Every Day Low Price’ model. The changes drove an improvement in financial
performance and focused on simplification to reduce complexities and costs, reduce working capital, drive efficiencies and generate greater customer
relevance.
The Group partnered with a management consultancy firm to assist with the transformation process and implementation. Fees paid to the consultants
were a combination of fixed and success fees. The success fees were only payable when it could be demonstrated that the transformation initiatives had
achieved the expected outcomes.
Restructuring costs - Agile
(b) In February 2020 the Group commenced a plan to move the Group to an Agile way of working, shifting from a traditional hierarchical organisation
structure to a flatter structure. The plan also involves rationalising the Group’s store network by combining The Warehouse and Warehouse Stationery
stores within one location and closing underperforming stores. As a result of the shift to Agile, the Group will reduce its number of employees across both
stores and the Group’s head office and incur redundancy costs ($13.652 million), and has also incurred asset impairment costs connected with the store
closures ($4.367 million). The Group has partnered with the same consultancy firm which helped with the ‘Rise’ transformation programme to assist with the
Agile transition, based on a similar fee arrangement.
Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance
and considers it a better measure of underlying business performance. Adjusted net profit makes allowance for the after tax effect of unusual items which
are not directly connected with the Group’s normal trading activities. The Group defines unusual items as any gains or losses from property disposals,
goodwill and brand impairment, costs relating to business acquisitions or disposals, ineffective hedge derivatives and costs connected with restructuring
the Group. Following the adoption of NZ IFRS 16 (refer note 10.0) the non-cash impact relating to the new lease accounting standard are also excluded
from adjusted net profit.
Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to
shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Continuing and adjusted basic
EPS are similarly calculated using continuing and adjusted net profit as the numerator.
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 2 August 2020
DRAFT DRAFT
60
The Warehouse Group
Notes to the Financial Statements - Financial Performance
For the 53 week period ended 2 August 2020
7.0 DIVIDENDS
7.1 Dividends paid
2020 2019 2020 2019
$ 000$ 000
CENTS PER
SHARE
CENTS PER
SHARE
Prior year final dividend27,747 20,811 8.0 6.0
Interim dividend- 31,216 - 9.0
Total dividends paid
27,747 52,027 8.0 15.0
7.2 Dividend policy reconciliation
Note2020 2019 2020 2019
$ 000$ 000
CENTS PER
SHARE
CENTS PER
SHARE
Interim dividend- 31,216 - 9.0
Final dividend (declared after balance date)- 27,747 - 8.0
Total dividends declared in respect of the current financial year- 58,963 - 17.0
Group adjusted net profit
5.0
80,744 74,103
Pay-out ratio (%) 0.0% 79.6%
7.3 Imputation credit account
2020 2019
$ 000$ 000
Imputation credits at balance date available for future distribution133,689 113,294
Dividend policy
The Board typically declares two dividends annually in respect of the half year (interim dividend) and full year results (final dividend) based on the Group’s
dividend policy of distributing between 75% and 85% of the Group’s adjusted net profit.
In March 2020 as a result of the uncertainty around the impact of COVID-19 at that time, the Board decided it was in the best interest of the Group to
cancel its previously declared interim dividend ($34.684 million – 10.0 cents per share). The Group has since suspended the dividend policy for the current
year and hopes to return to paying dividends in line with its dividend policy for the next financial year.
All dividends paid were fully imputed.
No dividends were declared for the current financial year.
The above amounts represent the balance of the Group’s imputation credit account at balance date, adjusted for imputation credits that will arise from the
payment of the remaining current year’s provisional income taxation.
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Integrated Annual Report 2020
8.0 WORKING CAPITAL
8.1 Inventory
2020 2019
$ 000$ 000
Finished goods382,380 478,234
Inventory provisions(36,943)(23,968)
Retail stock345,437 454,266
Goods in transit from overseas48,173 63,492
Inventory
393,610 517,758
8.2 Trade and other receivables
2020 2019
$ 000 $ 000
Trade receivables40,035 42,335
Prepayments14,764 13,479
Property disposal proceeds- 11,050
Rebate accruals and other debtors29,464 23,806
Trade and other receivables
84,263 90,670
8.3 Trade and other payables
2020 2019
$ 000 $ 000
Local trade creditors and accruals285,226 211,868
Foreign currency trade creditors55,810 76,869
Goods in transit creditors19,669 20,508
Capital expenditure creditors1,250 2,641
Goods and services tax14,329 14,345
Reward schemes, Lay-bys, Christmas club deposits and gift vouchers20,503 17,393
Payroll accruals24,0188,951
Trade and other payables
420,805352,575
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure
incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the
ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the period is recognised as an expense and
included in the cost of goods sold in the income statement.
Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from
suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised
based on the value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected
collectability of trade and other receivables is reviewed on an ongoing basis.
Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are
normally unsecured and are usually settled within 60 to 120 days of recognition. Due to the short term nature of these payables, their carrying value is
assumed to approximate their fair value.
Significant judgements and estimates
Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future selling
prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to shoplifting,
employee theft, paperwork errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends and product
information from buyers as part of the process to determine the appropriate value of these provisions.
Goods in transit from overseas
Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents (which
usually include a ‘bill of lading’) are received, and terms, as set out in a supplier’s letter of credit or in the supplier’s terms of trade, are met.
Significant judgements and estimates
Payroll accruals include an accrual ($4.141 million) and the employee entitlement provision includes a provision ($9.124 million – refer note 8.4) for redundancy
payments that arise from the Group’s shift to an Agile operating model (refer note 5.0). The employee consultation process regarding the Agile restructure
commenced in June 2020 and the outcome of this process was largely confirmed prior to the completion of the financial statements. In a few instances the
potential outcome of the employee consultation process was unknown and the Group has used its judgement to estimate the residual liability ($1.369 million)
which forms part of the employee entitlement provision.
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 2 August 2020
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The Warehouse Group
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 2 August 2020
Significant judgements and estimates
The Group considered the wider impacts of the outbreak of COVID-19 on the economy and the Agile restructure (refer note 5.0) as part of the annual
impairment review of the carrying amounts of property, plant, equipment and software (refer note 9.2). This review involved making judgements and
estimates to determine individual and collective asset recoverable amounts and the identification of obsolete and redundant assets which arise from
changes to the Group’s ways of working.
9.0 NON CURRENT ASSETS
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation.
Employee entitlements
(i) Annual leave and sick leave
Liabilities for annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions
in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
(ii) Performance based compensation
The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay
an employee based on achieving an agreed level of individual and company performance.
(iii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and
salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the
reporting date on New Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Make good provision
The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present
value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred
which mitigate the final liability prior to the lease expiry.
Sales return
The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision
represents the estimated sales return obligation at balance date based on historical sale return rates.
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been incurred in
bringing the assets to the location and condition necessary for their intended use.
Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life. The estimated
useful life of property, plant and equipment are as follows:
• Freehold land indefinite • Freehold buildings 50 - 100 years
• Plant and equipment 3 - 15 years • Work in progress not depreciated
The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is
impaired, reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of
an asset may be impaired.
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income
statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
8.4 Provisions
CurrentNon-currentTotal
2020 2019 2020 2019 2020 2019
$ 000$ 000$ 000$ 000$ 000$ 000
Employee entitlements53,56854,204 16,048 14,490 69,61668,694
Make good provision834 942 7,817 6,780 8,651 7,722
Sales return provision6,589 5,625 - - 6,589 5,625
Total provisions
60,99160,771 23,865 21,270 84,85682,041
9.1 Property, plant and equipment
Land and BuildingsPlant and EquipmentWork in ProgressTotal
Note2020 2019 2020 2019 2020 2019 2020 2019
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Cost93,498 91,018 651,544 638,828 9,702 16,638 754,744 746,484
Impairment & accumulated depreciation(13,086)(11,840)(520,497)(496,040)- - (533,583)(507,880)
Opening carrying amount
80,412 79,178 131,047 142,788 9,702 16,638 221,161 238,604
Additions
2.2
229 3,594 30,850 38,018 1,083 (6,936)32,162 34,676
Disposals(200)(1,112)(1,967)(636)- - (2,167)(1,748)
Impairment
2.2
- - (8,659)- - - (8,659)-
Depreciation
2.2
(1,107)(1,248)(44,259)(49,123)- - (45,366)(50,371)
Closing carrying amount
79,334 80,412 107,012 131,047 10,785 9,702 197,131 221,161
Cost93,527 93,498 638,450 651,544 10,785 9,702 742,762 754,744
Impairment & accumulated depreciation(14,193)(13,086)(531,438)(520,497)- - (545,631)(533,583)
Closing carrying amount
79,334 80,412 107,012 131,047 10,785 9,702 197,131 221,161
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Integrated Annual Report 2020
9.2 Intangible assets
GoodwillBrand NamesComputer SoftwareTotal
Note2020
2019
2020
2019
2020
2019 2020 2019
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Cost94,380 94,380 23,523 23,523 149,035 126,689 266,938 244,592
Impairment & accumulated amortisation (36,924)(36,924)(5,478)- (99,024)(92,300)(141,426)(129,224)
Opening carrying amount57,456 57,456 18,045 23,523 50,011 34,389 125,512 115,368
Additions
2.2
- - - - 30,960 27,427 30,960 27,427
Disposals- - - - (8)(1,563)(8)(1,563)
Impairment
2.2
- - (2,545)(5,478)(5,483)- (8,028)(5,478)
Amortisation
2.2
- - - - (12,870)(10,242)(12,870)(10,242)
Closing carrying amount
57,456 57,456 15,500 18,045 62,610 50,011 135,566 125,512
Cost94,380 94,380 23,523 23,523 151,597 149,035 269,500 266,938
Impairment & accumulated amortisation (36,924)(36,924)(8,023)(5,478)(88,987)(99,024)(133,934)(141,426)
Closing carrying amount
57,456 57,456 15,500 18,045 62,610 50,011 135,566 125,512
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets,
liabilities and contingent liabilities acquired.
Brand names
Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite useful
lives as the Group has rights to use these names in perpetuity.
Impairment of goodwill and brand names
Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount.
Computer software
All costs directly incurred in the purchase or development of computer software or subsequent upgrades and enhancements, which can be reliably
measured and are not integral to a related asset, are capitalised as intangible assets. Computer software is amortised on a straight line basis over a period
of between two to fifteen years. Costs incurred on computer software maintenance are expensed to the income statement as they are incurred.
Torpedo7 brand impairment
The Group has taken the decision to fully write off the brand name held by Torpedo7 of $2.545 million (2019: $5.478 million). Several years of underperformance
relative to plan, a subdued economic outlook and a pathway to profit improvement which is not without execution risk has led to this decision.
Goodwill and brand impairment testing
The Group performs an annual impairment test of its goodwill and brand intangible assets which involves comparing the recoverable amount of the assets
to the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow valuation method is
based on projections regarding future operating performance. The Group considers a wide range of factors including the Group’s financial budgets, strategic
plans, external benchmarks and historical performance, to formulate the future cash flow projections. The Group also engages external advisors to determine
appropriate discount rates and long term growth rates, integral to the valuations. The valuations are then scaled back to align with the average values assessed
by a selection of the Group’s external equity research analysts.
The Group’s goodwill and brand assets are allocated to cash generating units (CGUs) and form the basis for impairment testing. CGUs represent the lowest
level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of goodwill and brand assets and
the allocation to CGUs, along with the key assumptions used in the impairment tests to extrapolate cash flows beyond the five year projection period, are set
out in the table below.
Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment also includes the
Warehouse Stationery business; the operating margin assumptions for this business division are different from those of the primary business at 7.0%
(2019: 8.6%). The annual impairment testing for both Noel Leeming and The Warehouse CGUs indicated ample headroom and that the carrying amounts of
the attributed goodwill and brand assets were not impaired.
Impairment testing
Noel LeemingThe Warehouse
2020 2019 2020 2019
$ 000 $ 000 $ 000 $ 000
Goodwill31,776 31,776 25,680 25,680
Brand names15,500 15,500 - -
Closing carrying amount
47,276 47,276 25,680 25,680
Key assumptions
Terminal year EBIT margin (%)4.0 5.1 6.0 7.1
Terminal year growth rate (%)1.3 1.5 1.3 1.5
Post-tax discount rate (%)9.7 9.3 8.5 8.5
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 2 August 2020
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The Warehouse Group
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 2 August 2020
Reassessment of lease terms
The Groups shift to an Agile operating model combined with the impacts of COVID-19 accelerated plans to rationalise the store network and caused the Group to
reassess whether it was reasonably certain to exercise store lease extension options, or termination options. The result of this review indicated that a number of
leases will be terminated at the end of the next lease renewal period, which was earlier than previously planned.
COVID-19 Landlord rent relief
The Group negotiated rent concessions with its landlords as a result of the temporary store closures caused by the COVID-19 pandemic. These concessions
included reduced rents and payment deferrals. In May 2020 the International Accounting Standards Board issued an amendment to NZ IFRS 16 which allowed the
Group not to account for rent concessions as lease modifications if they are a consequence of COVID-19. The Group applied this practical expedient to account
for all the landlord rent concessions, which meant the rent reductions were accounted for as negative variable lease payments ($8.246 – million note 3.1) and the
payment deferrals ($1.713 million) as timing differences, reducing the amount of lease repayments.
The table below details the movements in the lease liabilities for the year following the adoption of NZ IFRS 16 and provides a reconciliation between the liabilities
recognised at the date of transition and the lease commitments (calculated in accordance with NZ IAS 17) disclosed last year.
The Group adopted NZ IFRS 16 ‘Leases’ from the commencement of the current year, which replaced the previous guidance in NZ IAS 17 for lease accounting. On
adoption of NZ IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under NZ IAS 17. These
liabilities were measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate at the date of transition
(28 July 2019). The Group’s weighted average incremental borrowing rate applied to the lease liabilities on transition was 4.23%.
The Group used the ‘modified retrospective approach’ for its transition, which does not permit the Group to restate comparative amounts for the periods prior
to adoption. This transition approach allowed the Group to use hindsight to determine the commencement date of leases by removing the requirement to
retrospectively assess the likelihood that options to extend or terminate leases would be exercised and to use the Group’s incremental borrowing rate set at the date
of transition. There was also an optional exemption to exclude short term leases and leases of low value assets which the Group elected to apply.
The table below details the movements in the ‘right-of-use’ assets for the period following the adoption of NZ IFRS 16 through to balance date.
10.0 LEASE LIABILITIES AND RIGHT OF USE ASSETS
10.1 Right of use assets
NoteCost
Accumulated
Depreciation
Carrying
Amount
For the 53 week period ended 2 August 2020
$ 000$ 000$ 000
Carrying amount at transition
10.4
1,510,584 (676,093)834,491
Additions66,202 - 66,202
Depreciation- (96,416)(96,416)
Reassessment of lease terms
10.2
(21,960)- (21,960)
Lease impairments- (1,576)(1,576)
Lease surrenders and terminations(56,819)50,253 (6,566)
Closing carrying amount
1,498,007 (723,832)774,175
10.2 Lease liabilities
Note
2020
For the 53 week period ended 2 August 2020
$ 000
Operating lease commitment disclosed at 28 July 2019661,508
Adjustments as a result of different treatment of extension and termination options601,863
Calculation refinements1,896
The above adjustments discounted at the Group's incremental borrowing rate at transition(275,054)
Carrying amount at transition
10.4
990,213
Additions66,202
Interest for the period41,113
Reassessment of lease terms(21,960)
COVID-19 landlord rent relief
3.1
(8,246)
Lease repayments(124,946)
Lease surrenders and terminations(7,588)
Closing carrying amount
934,788
Lease liability maturity analysis
Gross Lease
PaymentsInterest
Carrying
Amount
As at 2 August 2020
$ 000$ 000$ 000
Within one year143,950 (37,483)106,467
One to two years116,756 (33,871)82,885
Two to five years329,939 (80,767)249,172
Beyond five years591,554 (95,290)496,264
Total lease liability
1,182,199 (247,411)934,788
Current lease liability106,467
Non-current lease liability828,321
Total lease liability
934,788
New accounting policy
A ‘lease liability’ and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has sufficient
value not to be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value of future
lease payments discounted using the Groups incremental borrowing rate over the lease term including any contractual lease extension options considered
reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment is made for
inflation indexed lease payment increases.
Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period to
produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the shorter of
the asset’s useful life and the lease term on a straight line basis.
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Integrated Annual Report 2020
The impact of NZ IFRS 16 on the income statement decreases operating expenses by removing the lease expense previously calculated in accordance with
NZ IAS 17, increases the depreciation expense for the depreciation on the new ‘right-of-use’ assets, increases ‘other income’ for the COVID-19 rent relief
and increases the interest expense for the interest element connected with repayment of the new lease liabilities. The adjustment to unusual items relates
to the impairment of onerous leases and differences in the accounting treatments. Where the Group intends to leave a store prior to the expected lease
expiry, NZ IFRS 16 requires the ‘Right of Use’ asset to be impaired, whereas the previous accounting treatment required the recognition of an onerous lease
obligation, which has a different value from the ‘right of use’ asset impairment.
In addition to recognising the new ‘right of use’ assets and related ‘lease liabilities’, adjustments were made to ‘trade and other payables’ to remove operating
lease incentives and timing accruals and to remove ‘onerous leases’ which were calculated in accordance with NZ IAS 17. An adjustment is also made to
recognise the effect of deferred taxation on the adjustments.
Prior to the adoption of NZ IFRS 16, lease payments were included in payments to suppliers within operating activities. Lease payments following the
adoption of NZ IFRS 16 are reclassified between the interest component, which is treated as an operating cash flow, and the principal repayments,
which are classified as financing activities.
Notes to the Financial Statements - Operating Assets and Liabilities
For the 53 week period ended 2 August 2020
10.5 Changes to cash flow presentation
2020
For the 53 week period ended 2 August 2020
$ 000
Interest paid on leases (operating activities)41,113
Lease principal repayments (financing activities)83,833
Total cash outflows from leases
124,946
10.3 Profit impact of NZ IFRS 16
Excluding
NZ IFRS 16
Impact of
NZ IFRS 16
Reported
Result
For the 53 week period ended 2 August 2020
$ 000$ 000$ 000
Gross profit1,034,880 - 1,034,880
Other income75,673 8,246 83,919
Employee expenses(559,299)- (559,299)
Depreciation and amortisation expenses(58,236)(96,416)(154,652)
Other operating expenses(376,216)129,129 (247,087)
Operating profit from continuing operations
116,802 40,959 157,761
Unusual items(55,271)2,192 (53,079)
Earnings before interest and tax from continuing operations
61,531 43,151 104,682
Net interest expense(5,597)(41,113)(46,710)
Profit before tax from continuing operations
55,934 2,038 57,972
Income tax expense(13,734)(571)(14,305)
Net profit for the period from continuing operations
42,200 1,467 43,667
As at 2 August 2020As at Transition 28 July 2019
Excluding
NZ IFRS 16
Impact of
NZ IFRS 16
Reported
Result
Prior to
Adoption
Impact of
NZ IFRS 16
Transition
Amounts
10.4 Balance Sheet impact of NZ IFRS 16
$ 000$ 000$ 000$ 000$ 000$ 000
Right of use assets- 774,175 774,175 - 834,491 834,491
Deferred taxation59,594 42,211 101,805 38,475 42,782 81,257
All other assets978,881 - 978,881 1,012,346 - 1,012,346
Total assets
1,038,475 816,386 1,854,861 1,050,821 877,273 1,928,094
Borrowings- - - 125,465 (50)125,415
Trade and other payables436,127 (6,198)429,929 352,575 (2,880)349,695
Provisions - onerous leases3,661 (3,661)-
Lease liabilities- 934,788 934,788 - 990,213 990,213
All other liabilities113,805 - 113,805 90,748 - 90,748
Total liabilities
553,593 924,929 1,478,522 568,788 987,283 1,556,071
Net assets/Equity
484,882 (108,543)376,339 482,033 (110,010)372,023
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The Warehouse Group
Notes to the Financial Statements - Financing and Capital Structure
For the 53 week period ended 2 August 2020
Net debt in the table below excludes lease liabilities recognised under NZ IFRS 16 (refer note 10.2). Net debt including these lease liabilities is $766.720 million.
11.0 BORROWINGS
In addition to the $330 million (2019: $180 million) of committed bank debt facilities, the Group has seasonal credit facilities (three months) of $50 million
(2019: $50 million) which commence in mid September each year to accommodate the increased funding demands during the Groups peak funding period.
Cash on hand and at bank
Cash on hand and at bank includes short term bank deposits and EFTPOS (electronic funds transfer point of sale) transactions which have not been cleared by
the bank. The Group’s balance date is always a Sunday, which means the weekend store sales paid by EFTPOS remain uncleared at balance date.
Fixed rate senior bond
The Group issued a five year fixed rate senior bond on the New Zealand Stock Exchange in June 2015 with interest payable every six months (15 June and
15 December) based on a 5.30% coupon. The bond was fully repaid from cash reserves in June 2020 when the bond matured.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any
difference between the net proceeds and the redemption amount is recognised in the income statement over the period of the borrowings using the
effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the balance date.
11.1 Net debt
Note2020 2019
$ 000 $ 000
Cash on hand and at bank
168,068 49,297
Lease liabilities (NZ IAS 17)
10.4
- 50
Fixed rate senior bond (coupon: 5.30%)- 125,000
Fair value adjustment relating to senior bond interest rate hedge - 799
Unamortised capitalised costs on senior bond issuance- (384)
Current borrowings
- 125,465
Net debt/(Cash in funds)
(168,068)76,168
11.2 Net interest expense
Note2020 2019
$ 000 $ 000
Interest on deposits and use of money interest received
(713)(436)
Interest on bank borrowings127 2,263
Interest on fixed rate senior bond6,210 7,043
Interest on leases
10.2
41,113 -
Net interest expense
46,7378,870
Less interest attributable to discontinued operations(27)9
Net interest expense from continuing operations
46,7108,879
11.3 Bank facilities
2020 2019
$ 000 $ 000
Bank debt facilities330,000 180,000
Bank facilities used- -
Unused bank debt facilities
330,000 180,000
Letters of credit facilities18,000 28,000
Letters of credit(2,249)(2,467)
Unused letter of credit facilities15,751 25,533
Total unused bank facilities
345,751 205,533
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Integrated Annual Report 2020
12.0 EQUITY
12.2 Contributed equity
Contributed equityOrdinary shares
2020 2019 2020 2019
$ 000 $ 000 000000
Share capital365,517 365,517 346,843 346,843
Treasury shares(5,456)(5,456)(1,557)(1,557)
Contributed equity
360,061 360,061 345,286 345,286
Treasury shares
Treasury sharesOrdinary shares
2020 2019 2020 2019
$ 000 $ 000 000000
Opening balance5,456 6,060 1,557 1,793
Ordinary shares issued to settle share rights plan obligations- (604)- (236)
Closing balance
5,456 5,456 1,557 1,557
Notes to the Financial Statements - Financing and Capital Structure
For the 53 week period ended 2 August 2020
12.1 Capital management
Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the
Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders and to optimise the Group’s cost of capital. The
Group regularly reviews its capital structure and may make adjustments by means including changes to the Group’s dividend pay-out ratio, issue of new
shares, debt issuance, sale of assets or a combination of these. The Group’s current dividend policy is based on distributing between 75% to 85% of the
adjusted net profit back to shareholders (refer note 7.0).
The adoption of the new NZ IFRS 16 lease accounting standard (refer note 10.0) in the current year significantly increased book gearing as new lease
liabilities were recognised on the balance sheet. This new standard is non-cash in nature and for internal purposes and for testing debt covenant
compliance with the Group’s external funding providers, these new lease liabilities and the associated interest expense are excluded from the Group’s
internal gearing and debt covenant calculations.
The Group monitors gearing based on compliance with its debt covenants and had previously been comfortable to maintain gearing levels of between 20%
to 40% however, this changed as a result of the impacts of COVID-19. The consequences of cash preservation measures taken in response to COVID-19,
saw the Groups net borrowings reduced by around $200 million compared which last year and at balance date the Group had cash on hand of $168
million. In the current environment where there is increased economic uncertainty, the Board is comfortable to have higher levels of liquidity, and in
addition to repaying all borrowings the Group has increased its committed bank debt facilities from $180 million to $330 million (refer note 11.3). The Group
has also received a waiver from its funding providers which means it is not required to comply with the interest cover debt covenant for the nine month
period ending 1 August 2021 subject to the consent of the funding providers to allow the declaration of any shareholder distributions during this period.
Externally imposed capital requirements
The trust deed provides a guarantee to its funding providers that the parent and its guaranteeing Group companies will comply with certain quarterly debt
ratios and restrictive covenants. The underlying basis for the calculation of these ratios remained unchanged following the adoption of the new NZ IFRS 16
lease accounting standard with the impact of the new accounting standard carved out of the ratio calculations. The two principal covenants are:
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the
proceeds of the share issue.
Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs
is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration
received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.
The Group had no external borrowings at balance date, which meant the book gearing ratio was zero. The Group was in compliance with all aspects of the
negative pledge covenants throughout the current and previous financial year.
Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus
on a winding up of the Group. The Group retains its own ordinary shares, which are used for employee share based payment arrangements. Voting rights
attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit
of the Group.
Debt covenant ratios at balance dateQuarterly covenant requirement
2020 2019
Group book gearing ratio (percentage)
will not exceed 60% in the first quarter ending October or
exceed 50% in each of the remaining three quarters of the year
- 13.7
Group book interest cover (times cover)will not be less than 2 times operating profit20.9 12.7
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The Warehouse Group
Notes to the Financial Statements - Financing and Capital Structure
For the 53 week period ended 2 August 2020
At balance date the Group’s minority interests represent a 50% (2019: 50%) minority shareholding held in Chocolate Works and a 10.7% (2019: 5.3%)
shareholding and associated share rights in TheMarket.com (TMC). The TMC minority shareholders increased their shareholdings in March 2020 in
accordance with the employee share rights plan detailed below.
TheMarket.com share rights plan
Share rights were provided as a performance incentive to key executives in the TMC, an online marketplace start-up venture. In accordance with the
share plan, participants were collectively transferred 53,333 TMC shares in June 2019 (Tranche 1) and 53,333 TMC shares in March 2020 (Tranche 2), and
are entitled to receive a final tranche of 53,333 shares in March 2021 (Tranche 3), subject to certain conditions, which include continued employment.
The vested sharesrights were independently valued at $5.00 and $6.37 per share at the date of vesting in June 2019 and March 2020 respectively. If the
entitlements fully vest it will provide the participants with a minority shareholding of up to 16% in TMC.
The share right plan also grants the participants put options over a proportion of their Tranche 2 and Tranche 3 TMC shares, which can be exercised to fund
the participant tax obligations arising under the plan; and a further put option over the participant’s entire TMC shareholding, exercisable during the three
years following March 2021 or within three months of certain ‘good leaver’ events, such as death or incapacity. If the put option is exercised, the Group
is required to purchase the TMC shares at a price based on the fair value of the shares at that time, in consideration for providing the participant with
ordinary shares in the Group of equivalent value (using the volume weighted average market price of the Group’s shares).
12.3 Reserves
2020 2019
$ 000 $ 000
Cash flow hedge reserve(13,017)(1,067)
De-designated derivative reserve- (163)
Hedge reserves(13,017)(1,230)
Foreign currency translation reserve(170)14
Total reserves
(13,187)(1,216)
12.4 Minority interest
2020 2019
$ 000 $ 000
Opening balance719 879
Adjustment on adoption of NZ IFRS 16(38)-
Net (loss)/profit attributable to minority interest(774)133
Share rights charged to the income statement350 357
Share rights vested(922)(471)
Dividends paid to minority shareholders(129)(179)
Closing balance
(794)719
Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The
cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement,
or depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated
statement of changes in equity and accounting policies detailed in note 12.2).
De-designated derivative reserve
The de-designated derivative reserve is used to record the after tax mark to market losses realised from realigning the Group’s interest rate hedge
portfolio in prior years which resulted in a number of interest rate swaps being monetised. The cost to close the interest rate swaps is recognised
in the income statement over the effective period of the original interest rate swaps. (Refer to the consolidated statement of changes in equity and
accounting policies detailed in note 12.2).
Foreign currency translation
Exchange differences arising on translation of the Group’s subsidiary in India are recognised in other comprehensive income and accumulated in
a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.
Minority interest reserve
A minority interest is an ownership position in a Group subsidiary where the shareholder owns less than 50% of outstanding shares and has no control
over decisions. Minority interests are measured based on the minority shareholder’s proportionate share of the net asset value of the subsidiary and also
includes the accumulated value of unvested share rights in the minority subsidiary which have been granted and recognised as an employee share based
payment expense.
The fair value of share rights granted in a subsidiary is measured at grant date and recognised as an employee share based payment expense over the
vesting period with a corresponding increase in the minority interest reserve. Upon vesting of these share rights, the balance of the minority interest
reserve relating to the share rights is offset against the proportionate share of the net asset value of the subsidiary acquired by the minority shareholder,
with any difference in the value attributed to settling the commitment transferred to retained earnings.
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Integrated Annual Report 2020
13.1 Financial risk factors
The Group’s activities expose it to various financial risks, including liquidity risk, credit risk and market risk (including currency risk and interest rate risk). The Group’s
overall risk management programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
The Group enters into derivative transactions, principally interest rate swaps and forward currency contracts. The purpose is to manage the interest rate and
currency fluctuation risks arising from the Group’s sources of finance and foreign currency purchases.
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates
and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written
policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial instruments and investing excess cash.
Significant judgements and estimates
Valuation
The Group’s derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the fair value,
the Group uses valuation techniques which rely on observable market data. The fair value of forward exchange contracts are determined using the forward
exchange market rates at the balance date and interest rate swaps are calculated as the present value of estimated future cash flows based on the applicable
market interest yield rates at balance date. For accounting purposes (NZ IFRS 13), these valuations are deemed to be Level 2 fair value measurements as they are
not derived from a quoted price in an active market but rather a valuation technique that relies on other observable market data.
Hedge effectiveness
When calculating the hedge effectiveness of the Group’s currency derivatives, the Group is required to forecast the next year’s expected foreign currency spend
to test if the hedged transactions are still highly probable to occur. The time horizon was extended to five years when it came to testing the hedge effectiveness
of the Group’s interest rate swaps. The Group considers a wide range of factors, including it’s financial budgets, strategic plans, external benchmarks and
historical performance to formulate the future cashflow projections. The results of the hedge effectiveness tests indicated that the Group’s interest rate swaps
were not fully effective over the five year duration of the cover period, which has caused the Group to reclassify the hedges out of the cash flow hedge reserve
and recognise the ineffective portion of these swaps as an expense ($6.427 million).
Notes to the Financial Statements - Financial Risk Management
For the 53 week period ended 2 August 2020
13.0 FINANCIAL RISK MANAGEMENT
13.2 Derivative financial instruments
Currency ContractsInterest Rate SwapsTotal
2020 2019 2020 2019 2020 2019
$ 000$ 000$ 000$ 000$ 000$ 000
Current assets243 7,071 - 877 243 7,948
Current liabilities(17,624)(939)(9,467)- (27,091)(939)
Non-current liabilities- - - (7,055)- (7,055)
Total derivative financial instruments
(17,381)6,132 (9,467)(6,178)(26,848)(46)
Classified as:
Cash flow hedges(15,040)5,518 (3,040)(7,055)(18,080)(1,537)
Fair value hedges(2,341)614 - 877 (2,341)1,491
Fair value of derivatives that are not hedge effective- - (6,427)
-
(6,427)-
Total derivative financial instruments
(17,381)6,132 (9,467)(6,178)(26,848)(46)
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The
method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item
being hedged. For the purposes of hedge accounting, hedges are classified as:
• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or
• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management
objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also documented, of
whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash
flows of hedged items.
Cash flow hedge
The Group applies cash flow hedge accounting for hedging variable interest on borrowings and managing the currency risk associated with purchasing
inventory in foreign currencies. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss (for instance when the
forecast interest payment that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial
asset (for example, inventory), the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial
cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss
existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a
forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Fair value hedge
The Group applies fair value hedge accounting for hedging fixed interest on borrowings and managing the currency risk associated with foreign currency
trade creditors. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together
with any changes in the fair value of the hedged asset or liability that are attributed to the hedged risk. If the hedge no longer meets the criteria for hedge
accounting, or the hedge is not fully effective, then the hedge or portion of the hedge which is not effective is recognised immediately in the income
statement as either an interest expense or foreign exchange gain or loss, based on the nature of the hedged risk.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge
accounting are recognised immediately in the income statement.
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The Warehouse Group
Notes to the Financial Statements - Financial Risk Management
For the 53 week period ended 2 August 2020
+ 10 percent- 10 percent
Foreign currency sensitivity table
NoteAmountProfit Equity Profit Equity
2020 2019 2020 2019 2020
As at 2 August 2020
$ 000$ 000$ 000$ 000$ 000
Foreign currency trade creditors
8.3
(55,810)3,653 3,653 (4,465)(4,465)
Derivative financial instruments
Currency forward contracts - cash flow hedges
13.2
(15,040)- (20,997)- 25,668
Currency forward contracts - fair value hedges
13.2
(2,341)(3,697)(3,697)4,519 4,519
Total increase/(decrease)
(44)(21,041)54 25,722
As at 28 July 2019
Foreign currency trade creditors
8.3
(76,869)5,031 5,031 (6,150)(6,150)
Derivative financial instruments
Currency forward contracts - cash flow hedges
13.2
5,518 - (19,657)- 24,031
Currency forward contracts - fair value hedges
13.2
614 (5,013)(5,013)6,128 6,128
Total increase/(decrease)
18 (19,639)(22)24,009
Based on historical performance, currency contracts designated as cash flow hedges are treated as 100% hedge effective.
Interest rate risk
The Group’s main exposure to market interest rates related to its core borrowings which, prior to the COVID-19 pandemic was estimated to be $150 million.
The Group currently has no core borrowing and forecasts indicate it will have no core borrowings for the next two years on that basis; the Group decided
to close-out all its interest rate swaps in August 2020 previously held to manage the Group’s exposure to interest rate volatility.
13.3 Liquidity risk
Liquidity risk arises from financial liabilities of the Group and the Group’s subsequent ability to meet the obligation to repay these financial liabilities as and when
they arise. The Group’s liquidity position fluctuates throughout the year, with the liquidity position is at its strongest immediately after the Christmas trading
period. The Group monitors rolling forecasts of the Group’s liquidity position based on expected cash flows.
The table below details the Group’s financial liabilities and derivatives. The Group closed-out the interest rate swaps early in August 2020 and the remaining
liabilities are payable within one year.
13.4 Credit risk
Credit risk arises from the financial assets of the Group which are exposed to potential counter party default, with a maximum exposure equal to the carrying amount
of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and transactions with financial institutions.
The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by Directors and in accordance with
specified treasury policy limits. The Group’s treasury policy requires bank counter parties to have a minimum Standard & Poor’s credit rating of A (2019: A).
The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable balances are
monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk exist when changes in economic, industry or
geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s total credit exposure. As the
Group transacts with a diversity of counterparties it does not have any significant exposure to any individual customers, industry or economic sector.
13.5 Market risk
Foreign exchange risk
The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and to
manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly probable
forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a board approved treasury policy to manage
this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:
• to hedge 40% to 100% of forecast US dollar commitments expected in the next 0 to 6 months
• to hedge 0% to 85% of forecast US dollar commitments expected in the next 7 to 12 months
• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place
• where foreign currency hedging extends beyond a 12 month time horizon, this requires specific approval.
The table above excludes the Group’s lease liabilities; a maturity analysis of these liabilities are detailed in note 10.2.
Liabilities/(Assets)
Note2020 2019
$ 000 $ 000
Borrowings
11.1
- 125,465
Trade and other payables
8.3
420,805352,575
Derivatives - Currency contracts
13.2
17,381 (6,132)
Derivatives - Interest rate swaps
13.2
9,467 6,178
Financial liabilities and derivatives
447,653478,086
Currency position at balance date
Carrying valueNotional amount (NZD)Average exchange rate12 month hedge level
2020 2019 2020 2019 2020 2019 2020 2019
$ 000$ 000$ 000$ 000CENTSCENTSPERCENTAGEPERCENTAGE
Currency forward contracts
Buy US dollars/Sell New Zealand dollars(17,381)6,132 394,115 373,386 0.6334 0.6759 74.1 64.8
The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6628 (2019: $0.6631).
The following sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the positive/(negative)
impact of reasonably possible exchange rate movements on after tax profit and equity, with all other variables held constant.
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Integrated Annual Report 2020
Notes to the Financial Statements - Other Disclosures
For the 53 week period ended 2 August 2020
14.0 KEY MANAGEMENT
15.0 COMMITMENTS
16.0 CONTINGENT LIABILITIES
17.0 RELATED PARTIES
Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial
Markets Conduct Act 2013, being the Group Chief Executive Officer and his 10 (2019: 9) direct reports.
Compensation made to Directors and other members of key management of the Group is set out in the two tables below:
During the period the Group has not entered into any material contracts involving related parties or Directors’ interests which are not disclosed.
No amounts owed by related parties have been written off or forgiven during the period.
Shareholdings
At balance date Directors and other key executives held ordinary shares in the Group and received fully imputed dividends during the year as set out
below.
(i) Sir Stephen Tindall (Director) has a beneficial shareholding of 93,687,096 shares (2019: 93,687,096 shares) which carry the normal entitlement to
dividends. Dividends of $7.495 million (2019: $14.054 million) were received on these shares during the year.
(ii) The Group’s other Directors collectively had beneficial shareholdings of 236,939 shares (2019: 198,964 shares) at balance date which carry the normal
entitlement to dividends.
(iii) Share transactions undertaken by the Directors during the year and Director’s non-beneficial shareholdings are required to be disclosed in respect
of section 148(2) of the Companies Act 1993. Details of these transactions can be found as part of the statutory disclosures in the annual report.
(iv) Key management (as detailed in note 14.0) collectively held 265,172 shares (2019: 333,586 shares) at balance date which carry the normal entitlement
to dividends.
The Directors reduced their fees by 20 percent in April and May 2020 during the COVID-19 lockdown period. John Journee received an additional fee of
$13,200 (2019: $16,500) also, as a director of TheMarket.com Limited, a Group subsidiary.
The Group cancelled this year’s annual incentive plan in April 2020 as part of measures taken to reduce operating costs in response to the uncertain
trading outlook at the commencement of the COVID-19 lockdown.
Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:
Directors’ Fees
2020 2019
$ 000$ 000
J Withers (Chair)160 166
K R Smith (Deputy Chair)111 115
A J Balfour82 85
W K Easton (appointed October 2018)76 65
D R Hamilton (appointed April 2020)14 -
J W M Journee83 86
J M Raue95 107
Sir Stephen Tindall82 85
Total
703 709
2020 2019
$ 000$ 000
Bank letters of credit issued to secure future purchasing requirements2,249 2,467
Less included as a goods in transit creditor(593)(213)
1,656 2,254
Bank guarantees provided to landlords and the New Zealand Stock Exchange Limited456 456
Total contingent liabilities
2,112 2,710
Capital commitments
2020 2019
$ 000$ 000
Within one year4,762 1,452
Key management
Note2020 2019
$ 000$ 000
Base salary8,361 7,433
Annual performance based compensation
- 2,492
Three year performance based compensation2,536 2,195
Share-based compensation
12.4
131
162
Termination benefits630 -
Total
11,658 12,282
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The Warehouse Group
We have audited the financial statements which comprise:
●• the consolidated balance sheet as at 2 August 2020;
●●• the consolidated income statement for the 53 week period then ended;
●●• the consolidated statement of comprehensive income for the 53 week period then ended;
●●• the consolidated statement of changes in equity for the 53 week period then ended;
●●• the consolidated statement of cash flows for the 53 week period then ended; and
●●• the notes to the financial statements, which include significant accounting policies.
Our opinion
In our opinion, the accompanying financial statements of The Warehouse Group Limited (the Company), including its subsidiaries (the Group), present
fairly, in all material respects, the financial position of the Group as at 2 August 2020, its financial performance and its cash flows for the 53 week period
then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial Reporting
Standards (IFRS).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and International Standards on Auditing (ISAs).
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners (including
International Independence Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the International Code
of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of treasury related market analysis, agreed upon procedures at the Annual Shareholders’ Meeting
and a tax audit for an overseas subsidiary. In addition, certain partners and employees of our firm may deal with the Group on normal terms within the ordinary
course of trading activities of the Group. These relationships and provision of other services has not impaired our independence as auditor of the Group.
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current
53 week period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.
Description of the key audit matterHow our audit addressed the key audit matter
Valuation of inventory, including impacts of COVID-19
The carrying value of the Group’s inventory as at 2 August 2020 was
$393.6 million (2019: $517.8 million) inclusive of inventory provisions
amounting to $36.9 million (2019: $24.0 million).
The cost of inventory is calculated using a weighted average method and
includes expenditure incurred to purchase the inventory and transport it
to its current location.
The inventory provision, which represents a deduction from cost
to measure inventory at the lower of cost and net realisable value
is determined based on various factors including historical data,
current trends and product information from buyers. Determining
the appropriate level of provisioning involves judgements including
management’s expectations of future sales levels and estimation of
selling price adjustments. The Group increased inventory provisions in
the current 53 week period to reflect management’s best estimate of
net realisable value based on the expected future economic conditions
as a result of the COVID-19 pandemic.
This is an area of focus for the audit due to the significance of the
inventory balance and the judgements involved in estimating the
inventory provisions.
Notes 1.5 and 8.1 of the financial statements describe the accounting
policy on inventory and the judgements and estimates applied by
management to determine the inventory provision, including
COVID-19 considerations.
To audit the cost of inventory, our procedures included the following:
●• Tested the accuracy of the weighted average cost calculation, on a sample
basis, by reperforming the calculation;
●• Validated the cost of inventory, on a sample basis, to supplier and freight
invoices; and
●• Attended a sample of cycle counts to observe that finished goods have been
counted and any stocktake variances have been appropriately recorded.
We performed the following audit procedures on inventory provisions:
●• Observed management’s stocktake process at selected locations to confirm
that aged and clearance items were identified and accounted for;
●• Held discussions with management to understand and corroborate the
assumptions used to estimate inventory provisions;
●• On a sample basis, we tested the net realisable value of finished goods by
comparing its cost with the most recent retail price less cost to sell and that
finished goods were valued at the lower of cost or net realisable value;
●• Reviewed the inventory aging schedules to check, on a sample basis, whether
provisions were recorded for aged stock in accordance with Group policy;
●• Obtained an understanding of specific inventory provisions calculated for
certain inventory categories, such as discontinued and clearance items. We
challenged management on whether the additional provisions recognised
as a result of COVID-19 were appropriate based on a review of aged stock
and net realisable value; and
●• Compared all inventory provisions for each inventory category as a
percentage of the gross carrying amount versus the prior 52 week period
and understood the rationale for material or unexpected changes.
There were differences identified based on our audit procedures, however
these were not considered material.
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8801, pwc.co.nz
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Integrated Annual Report 2020
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Description of the key audit matter
How our audit addressed the key audit matter
Adoption of NZ IFRS 16, Leases
On 29 July 2019, the Group adopted NZ IFRS 16, which resulted in the
Group recognising almost all leases, where the Group is a lessee, on the
consolidated balance sheet.
On adoption date, the Group recognised right-of-use assets of $834.5
million and $990.2 million of lease liabilities.
Management applied a number of judgements and estimates which
included:
●• the incremental borrowing rates applied at the time of adoption;
●• lease term assumptions, including any rights of renewals expected to
be exercised; and
●• practical expedients applied in respect of low value assets and short
term lease exemptions.
Due to the magnitude of the balances, number of leases involved and
effort required during the audit, this was considered an area of focus.
The impact on adoption of the new standard is disclosed in notes 10.3
and 10.4 of the financial statements.
Our audit procedures in relation to the adoption of NZ IFRS 16 were as follows:
●• Held discussions with management to understand the basis for judgements
and estimates used in the calculation of the opening balances;
●• Understood the practical expedients applied and considered the
appropriateness of applying these expedients based on what is permitted
in the standard;
●• Tested the assumptions used to determine the lease term, including rights
of renewal, by assessing whether they were supported by past practice and
current business plans;
●• Tested, on a sample basis, the accuracy of information included in the lease
calculations by comparing the inputs to the terms in the underlying lease
agreements;
●• Checked completeness of the identified lease agreements by comparing
whether leased stores and other major leased assets were included in the
calculation;
●• On a sample basis, recalculated the right-of-use asset and lease liability
for individual leases;
●• Engaged our internal valuation expert to assess the reasonableness
of the incremental borrowing rates adopted and compared these to
management’s rates; and
●• Considered the appropriateness of disclosures in the financial statements.
There were differences identified in relation to the incremental borrowing
rates for a small number of long-term leases, however these were not
considered material.
Group restructuring, including impacts of COVID-19
In February 2020, the Group commenced its plan to move to an Agile
way of working which will result in a reduction in roles across stores and
the Group’s head office. It also involves the closure of certain stores
across the Group. The restructure was accelerated due to COVID-19.
Management assessed the impact of COVID-19 in conjunction with its
business restructure which resulted in the recognition of redundancy
provisions of $9.1 million (refer to notes 8.3 and 8.4) and asset
impairments of $11.4 million (refer to notes 1.5 and 2.2).
This was an area of focus during the audit due to the magnitude of
the balances and judgements involved in recognising the redundancy
provisions and asset impairments.
Our procedures to address this area of focus were as follows:
Redundancy provisions
• Obtained an understanding of the restructuring plan;
• Assessed whether the recognition criteria for redundancy costs under
the accounting standards were met; and
• Checked the reasonableness of the amounts recognised by agreeing
the inputs to the calculation, on a sample basis, to supporting
documents such as employee contracts.
Asset impairments
• Understood the rationale for the impairment of assets;
• For stores that were closed prior to year end, checked that
the remaining assets, which were considered to be obsolete or not able
to be transferred to other parts of the Group, were written off;
• For expected store closures after year end, checked, on a sample basis,
that the remaining useful life of assets still in use did not exceed the
anticipated store closure date; and
• On a sample basis, recalculated the amount recognised as an
impairment.
We also reviewed the disclosures in the financial statements in respect
of these provisions and impairment.
There were differences identified based on our audit procedures,
however these were not considered material.
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The Warehouse Group
Information other than the financial statements and auditor’s report
The Directors are responsible for the annual report. Our opinion on the financial statements does not cover the other information included in the annual report
and we do not express any form of assurance conclusion on the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If,
based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance with NZ IFRS
and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs (NZ), the auditor exercises professional judgement and maintains professional scepticism throughout the audit.
The auditor also:
• Identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures
responsive to those risks, and obtains audit evidence that is sufficient and appropriate to provide a basis for the auditor’s opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Materiality
Audit scope
Key audit
matters
Our audit approach
Overview
An audit is designed to obtain reasonable assurance whether the financial statements are free from material
misstatement.
Overall Group materiality: $5.1 million, which represents approximately 5% of profit before tax from continuing
operations adjusted for restructuring costs and brand impairment.
We chose this benchmark because, in our view, it provides a more stable measure and better reflects the
performance of the Group.
As reported above, we have three key audit matters, being:
• Valuation of inventory, including impacts of COVID-19
●• Adoption of NZ IFRS 16, Leases
●• Group restructuring, including impacts of COVID-19
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.
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75
Integrated Annual Report 2020
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Chartered Accountants Auckland
14 October 2020
• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Concludes on the appropriateness of the use of the going concern basis of accounting by those charged with governance and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If the auditor concludes that a material uncertainty exists, the auditor is required to draw attention in the auditor’s report to the related disclosures
in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. The auditor’s conclusions are based on the audit evidence
obtained up to the date of the auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluates the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent
the underlying transactions and events in a manner that achieves fair presentation.
• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion
on the financial statements. The auditor is responsible for the direction, supervision and performance of the group audit. The auditor remains solely responsible
for the audit opinion.
The auditor communicates with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that the auditor identifies during the audit.
The auditor also provides those charged with governance with a statement that the auditor has complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on the auditor’s independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, the auditor determines those matters that were of most significance in the audit of
the financial statements of the current period and are therefore the key audit matters. The auditor describes these matters in the auditor’s report unless law
or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the auditor determines that a matter should not be
communicated in the auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those matters which we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.
For and on behalf of:
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76
The Warehouse Group
(53 weeks)(52 weeks)(52 weeks)(52 weeks)(52 weeks)
2020 2019 2018 2017 2016
$ 000$ 000$ 000$ 000$ 000
Summary Income Statements
The Warehouse1,706,036 1,705,687 1,695,839 1,738,751 1,741,831
Warehouse Stationery 268,845 268,592 263,766 278,181 279,155
Noel Leeming1,009,975 924,648 880,453 810,705 752,137
Torpedo7190,971 172,474 163,402 157,726 148,660
Other group operations8,123 8,508 9,655 8,603 13,998
Inter-segment eliminations(11,120)(8,552)(18,544)(13,195)(11,602)
Retail sales
3,172,830 3,071,357 2,994,571 2,980,771 2,924,179
The Warehouse96,28085,075 71,440 84,531 89,376
Warehouse Stationery 22,764 16,669 10,590 15,743 14,288
Noel Leeming46,041 38,103 31,163 19,264 12,050
Torpedo7(14,746)(7,027)(1,447)2,675 3,380
Digital Retail venture(14,657)(5,996)(1,133)- -
Other group operations(18,880)(14,446)(19,171)(14,376)(7,929)
Retail operating profit
1
116,802 112,378 91,442 107,837 111,165
Adjustments for NZ IFRS 16(154)- - - -
Equity earnings of associate- - - - 723
Gain on disposal of property88 11,761 218 11,455 5,533
Gain from business acquisitions- - - - 10,625
Restructuring costs(44,195)(15,718)(8,731)(12,060)-
Goodwill and brand asset impairment(2,545)(5,478)(25,622)- -
Changes in fair value of financial instruments(6,427)- - - -
Earnings before interest and tax
2
63,569 102,943 57,307 107,232 128,046
Net interest expense
1
(5,597)(8,879)(9,165)(12,527)(14,154)
Profit before tax
57,972 94,064 48,142 94,705 113,892
Income tax expense(14,305)(26,621)(20,636)(23,691)(25,890)
Profit after tax
43,667 67,443 27,506 71,014 88,002
Discontinued operations (net of tax)31 (1,928)(4,386)(50,283)(5,526)
Minority interests774 (133)(242)(302)(4,138)
Profit attributable to shareholders
44,472 65,382 22,878 20,429 78,338
Adjusted profit reconciliation
Unusual items (detailed above)53,233 9,435 34,135 605 (16,158)
Income tax relating to unusual items(16,930)(2,642)(2,384)(3,132)(2,163)
Minority interests- - - - 3,614
Discontinued operations (net of tax)(31)1,928 4,386 50,283 5,526
Adjusted net profit
80,744 74,103 59,015 68,185 69,157
The Warehouse
Operating margin (%)5.6 5.0 4.2 4.9 5.1
Same store sales growth (%)10.4 1.5 (3.0)1.2 4.1
Number of stores92 93 93 92 92
Store footprint (square metres)498,955 501,537 505,645 501,807 499,547
Warehouse Stationery
Operating margin (%)8.5 6.2 4.0 5.7 5.1
Same store sales growth (%)7.1 1.4 (6.0)(0.3)6.5
Number of stores71 70 70 69 66
Store footprint (square metres)67,239 70,550 71,491 73,216 71,927
Noel Leeming
Operating margin (%)4.6 4.1 3.5 2.4 1.6
Same store sales growth (%)17.2 2.8 5.7 6.4 14.2
Number of stores74 77 74 77 75
Store footprint (square metres)77,281 80,273 76,055 73,591 71,169
Dividend distributions
Interim (cents per share)- 9.0 10.0 10.0 11.0
Final (cents per share)- 8.0 6.0 6.0 5.0
Ordinary dividends declared (cents per share)- 17.0 16.0 16.0 16.0
Basic earnings per share (cents)12.9 18.9 6.6 5.9 22.7
Basic adjusted earnings per share (cents)23.4 21.5 17.1 19.8 20.1
Annual 5 Year Summary
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77
Integrated Annual Report 2020
2020 2019 2018 2017 2016
$ 000$ 000$ 000$ 000$ 000
Summary Balance Sheets
Inventories393,610 517,758 523,840 487,274 501,713
Trade and other receivables84,263 90,670 79,758 75,632 150,624
Creditors and provisions(505,661)(434,616)(367,002)(336,451)(347,073)
Working capital(27,788)173,812 236,596 226,455 305,264
Fixed assets259,741 271,172 272,944 273,300 312,396
Held for sale- - 3,674 71,699 52,277
Funds employed231,953 444,984 513,214 571,454 669,937
Taxation assets90,823 37,762 32,030 45,870 40,943
Derivative financial instruments(26,848)(46)16,400 (19,265)(28,619)
Contingent and deferred consideration
- - - -
(1,000)
Right of use assets774,175 - - - -
Goodwill and brand names72,956 75,501 80,979 106,601 129,315
Capital employed
1,143,059 558,201 642,623 704,660 810,576
Net debt/cash in funds(168,068)76,168 162,339 218,271 299,980
Lease liabilities934,788 - - - -
Equity attributable to shareholders377,133 481,314 479,405 485,522 510,429
Minority interest(794)719 879 867 167
Sources of funds
1,143,059 558,201 642,623 704,660 810,576
Summary Cash Flow
Continuing operating profit116,802 112,378 91,442 107,837 111,165
Continuing depreciation and amortisation58,236 60,613 59,630 58,376 58,210
Continuing operating EBITDA
175,038 172,991 151,072 166,213 169,375
Change in trade working capital201,335 77,249 (5,853)21,661 35,198
Income tax paid(19,879)(26,540)(14,082)(27,454)(28,037)
Net interest paid(5,503)(8,657)(9,307)(16,008)(16,495)
Restructuring costs(39,827)(15,718)(8,731)(12,397)-
Other items13,009 (1,332)(5,185)(3,927)2,419
Adjusted operating cash flow
3
324,173 197,993 107,914 128,088 162,460
Capital expenditure(64,513)(61,326)(70,229)(70,575)(75,180)
Proceeds from divestments12,008 3,710 74,680 79,714 45,870
Net dividends paid(27,897)(52,264)(55,785)(52,466)(58,162)
Acquisition of subsidiaries and minorities- - - (1,000)(74,367)
Other items465 (1,942)(648)(2,052)(1,028)
Net cash flow
244,236 86,171 55,932 81,709 (407)
Opening debt(76,168)(162,339)(218,271)(299,980)(299,573)
Closing debt
168,068 (76,168)(162,339)(218,271)(299,980)
Financial Ratios
Operating margin (%)3.7 3.7 3.1 3.6 3.8
Interest cover (times)20.9 12.7 10.0 8.6 7.9
Net debt/EBITDA (times)-0.5 1.1 1.4 1.8
Net debt/net debt plus equity (%)-13.6 25.3 31.0 37.0
Return on funds employed (%)34.5 23.5 16.9 17.4 16.7
Capex/depreciation (times)1.1 1.0 1.2 1.1 1.2
Notes
1. Adjusted to exclude the impact of NZ IFRS 16
2. Includes NZ IFRS 16 lease liability interest expense
3. Includes NZ IFRS 16 lease principal repayments
Non-GAAP financial information
The numbers in the five year summary are largely extracted from the Group’s audited financial statements, but also include a number of non-GAAP
financial measures which the Group uses internally as it considers these line items provide a better measure of underlying business performance
and improves multi-year comparability. These non GAAP measures are not prepared in accordance with NZ IFRS and may not be comparable to
similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit are detailed in note 5.0 of
the financial statements.
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78
The Warehouse Group
At The Warehouse Group Limited (the Company) we are committed to high standards of corporate governance
and believe it is a critical component in creating sustainable long-term value for our shareholders, building strong
relationships with team members, improving the experience we offer our customers and contributes to our place
within the wider community.
This statement gives an overview of the policies and processes that are
in place throughout the Company that ensure best-practice standards of
corporate governance are followed.
We support and comply with the NZX Corporate Governance Code 2020
(the NZX Code). This statement follows the structure of the new Code
and addresses its recommendations. As at the date of the publication of
this Annual Report, the Company considers its governance practices are
compliant with the NZX Code.
This governance statement was approved by the Board on 14 October 2020
and is current as at that date.
The Company’s constitution, the Board and committee charters, codes and
policies referred to in this statement are available to view at
www.thewarehousegroup.co.nz/investor-centre/corporate-governance
CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour, model this
behaviour and hold management accountable for these standards being
followed throughout the organisation.”
The Company is committed to fostering the highest standards of ethical
behaviour and good conduct. We believe this is at the heart of having a
reputation as a trusted and respected company that promotes honesty,
integrity and ethical conduct across the organisation in day-to-day behaviour
and decision-making.
Code of Ethics
The Code of Ethics sets out the standards of conduct expected of everyone
working at The Warehouse Group including Directors, our people, contractors
and other agents. The Code of Ethics provides a guide to the conduct that
is consistent with the Company’s values and behaviours, business goals and
legal obligations, and outlines internal reporting procedures for any breaches.
Sanctions for breaches may include serious disciplinary action, removal from
office and dismissal as well as other remedies, all to the extent permitted by
law and as appropriate given the specific circumstances. An introduction to
the Code of Ethics forms part of the induction and training process of new
employees. The Code is available on the Corporate Governance section of
the website and the Company’s shared service knowledge base.
Financial Products Trading Policy
The Company is committed to transparency and fairness in dealing with all its
stakeholders and to ensuring adherence to all applicable laws and regulations.
The Financial Products Trading Policy governs trading in the Company’s
securities by Directors, employees and other associated persons. The policy
and timing of black-out periods is set out in the Financial Products Trading
Policy which is available in the Workplace Knowledge Library.
BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective Board, there should be a balance of independence,
skills, knowledge, experience and perspectives.”
Responsibilities of the Board
The central role of the Board is to set the strategic direction, to select and
appoint the Company’s Group Chief Executive Officer (CEO) and to oversee
the Company’s management and business activities with the primary
objective to create and continue to build sustainable value for shareholders.
The Board has adopted a Board Charter which sets out how the Board will
achieve its purpose. The Charter was last approved in May 2020 and is
available in the Corporate Governance section of the website. The Charter is
reviewed as required and at least every two years. The Board’s responsibilities
contained in the Charter include:
• set strategic direction and appropriate operating frameworks;
• monitor Management’s performance within those frameworks;
• ensure there are adequate resources available to meet the Company’s
objectives;
• appoint and remove the CEO and oversee succession plans for the senior
executive team;
• set criteria for, and evaluate the performance of the CEO and approve his
or her remuneration;
• approve and monitor financial reporting and capital management including
the payment of dividends;
• monitor the financial solvency of the Company;
• subject to shareholder approval being granted, approve the appointment
and retention of the external auditor;
• ensure that effective risk management procedures are in place and are
being used;
• approve timely and balanced communication to shareholders;
• ensure, so far as is reasonably practicable, a safe and healthy working
environment is provided and maintained for all employees, customers,
contractors and visitors;
• promote and authorise ethical and responsible decision-making by the
Company;
• ensure the Company has appropriate corporate governance structures in
place including standards of ethical behaviour;
• annually review, approve and adopt the Diversity Policy and diversity
objectives, and measure achievement against the objectives; and
• ensure that the Board is and remains appropriately skilled to meet the
changing needs of the Company.
Day-to-day management and administration of the Company is undertaken
by the CEO in accordance with the strategy, plans and delegations approved
by the Board. The CEO is assisted by the Executive Management team in
delivering the Company’s strategy. The Board has implemented appropriate
procedures to enable management to undertake its delegated duties and
for performance to be assessed. More information can be found in the
Remuneration section on pages 85-87.
Chair
Joan Withers is Chair of The Warehouse Board and was first appointed in
2016. Mrs Withers is an independent, non-executive director. Mrs Withers’
responsibilities include:
• providing leadership to the Board and to the Company;
• ensuring the efficient organisation and conduct of the Board;
• monitoring Board performance annually;
• facilitating Board discussions to ensure core issues facing the Company are
addressed;
• briefing all Directors in relation to issues arising at Board meetings;
• facilitating the effective contribution and ongoing development of all
Directors;
• promoting consultative and respectful relations between Board members
and between the Board and Management; and
• chairing Board and shareholder meetings.
The Warehouse Group Limited charter states the Company’s Chair must not
be the same person who is the Company’s Chief Executive Officer.
Director Appointments
Procedures for the appointment and removal of Directors are governed by
the Company’s constitution. The Corporate Governance and Nominations
Committee is delegated with the responsibility of identifying and nominating,
for the approval of the Board, candidates to fill Board vacancies as and when
they arise. In doing so the Committee will seek to identify the necessary and
desirable competencies that will ensure that any candidate it puts forward
will enable the Board to:
• fulfil its responsibilities;
• represent a variety of skills, expertise, experience (including commercial
and/or industry experience and diversity of backgrounds and thought); and
• competently address accounting, finance and legal matters.
The terms and conditions of appointment are set out in a letter of appointment
which details the Director’s duties, term of appointment (subject to shareholder
approval), expectations of the role and remuneration. A copy of the standard
letter is available in the Corporate Governance section of the website.
In addition, the Company indemnifies and provides insurance to Directors in
accordance with the Companies Act 1993 for certain claims which may be
brought against them as Directors.
Governance Report
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Integrated Annual Report 2020
Board Structure, Skills and Composition
The current Board is comprised of Directors with a mix of qualifications,
skills and experience appropriate to the Company’s existing operations and
strategic directions. Qualifications and experience of individual Directors
are detailed on pages 22- 24. A comprehensive matrix of Director skills
is contained on page 25.
Director Induction and Development
When appointed to the Board, all new Directors undergo a detailed induction
programme to familiarise them with the Company’s businesses and strategy.
Ongoing training includes briefings by senior management and guest
speakers on relevant industry and competitive issues, occasional overseas
study tours and site-visits. Directors are actively encouraged to attend
regular Institute of Director (IOD) courses.
Directors and Board committees have the right, in connection with their
duties and responsibilities, to seek independent professional advice at the
Company’s expense.
Board Tenure
The Constitution provides that the minimum size of the Board shall not at
any time be less than five and the Board has fixed the maximum number of
directors to be 10. Each year, any Director who is required by the NZX Listing
Rules or the Company’s constitution to retire will retire from office and may
offer themselves for re-election at the Annual Shareholders' Meeting.
The Board does not believe that any Director has served on the Board for a
period which could, or could reasonably be perceived to, materially interfere
with the Director’s ability to act in the best interests of the Company. The
Board considers that Directors retain independence of character and
judgement regardless of length of service.
Sir Stephen Tindall and Keith Smith, two of our long-standing directors
due to retire by rotation, have confirmed that they will not seek re-election
and will step down at the Annual Shareholders’ Meeting. Robbie Tindall,
who has been acting as Sir Stephen’s alternate since October 2017, has
been nominated as a Director and will stand for election at the Annual
Shareholders’ Meeting.
The Board is conscious of its obligations to ensure that Directors avoid
conflicts of interest between their duty to the Company and their own
interests. Where conflicts of interest do exist at law then the Director must
disclose their interest. Directors and Team Members are required to minimise
any potential conflicts in line with the Company’s Code of Ethics.
Board Evaluation
The Chair, with the assistance of appropriate external advisors, regularly
assesses the performance of individual Directors whilst Directors also
assess the collective performance of the Board and the performance of the
Chair. A formal evaluation is regularly conducted with assistance from an
outside facilitator.
Future Directors Programme
Continuing the Company’s commitment to supporting the next generation
of governance talent in New Zealand, the Board appointed Ms Renee
Mateparae in August 2019 as part of the Future Directors initiative
administered by the Institute of Directors in New Zealand. Ms Mateparae
attended her first Board meeting on 22 August 2019 and her appointment
will continue through to 31 March 2021.
BOARD COMMITTEES
“The Board should use committees where this will enhance its effectiveness
in key areas, while still retaining Board responsibility.”
The Board has established Committees that focus on particular areas of
the Board’s responsibilities and together ensure the efficient performance
of the Board, and the achievement of Corporate Governance outcomes.
The committees report to the full Board on all material matters and issues
requiring Board decisions. From time to time, the Board may create ad hoc
committees to examine specific issues on its behalf.
Current Committees
The current committee structure is set out in the table on page 80.
Committee Charters
All committees operate under formal charters which define the role, authority
and operations of the committee and can be found in the Corporate
Governance section of the website. Charters are reviewed as required and
at least every two years.
Takeover Offer Protocols
The Company has takeover protocols that meet the requirements of the
NZX Code.
REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting
and in the timeliness and balance of corporate disclosures.”
The Board is committed to providing full and timely financial and non-
financial information that is accurate, balanced, meaningful and consistent.
As a listed Company, keeping the market informed is a key component to
ensure the securities are valued fairly.
Market Disclosure Policy
The Board has approved a Market Disclosure Policy which describes the
processes designed to ensure that the Company meets its reporting
and disclosure objectives and all disclosure obligations under the NZX
Listing Rules.
To assist the Company with its Market Disclosure Policy, the Board has
appointed a Disclosure Committee. The Committee is responsible for making
decisions on what should be disclosed publicly under the Market Disclosure
Policy. The company Secretary is the Disclosure Officer of the Company and
has responsibility for ensuring compliance with the continuous disclosure
requirements and overseeing and co-ordinating disclosure to the market.
Financial Reporting
The Audit and Risk Committee oversees the quality and integrity of external
financial reporting including the accuracy, completeness and timeliness of
financial statements. The Committee is committed to providing balanced,
clear and objective financial reporting.
It reviews half-yearly and annual financial statements and makes
recommendations to the Board concerning accounting policies, areas of
judgement, compliance with accounting standards, stock exchange and legal
requirements, and the results of the external and internal audit.
Management accountability for the integrity of the Company’s financial
reporting is reinforced by certification from the CEO and the CFO. The
CEO and CFO have provided the Board with written confirmation that the
Company’s financial report presents a true and fair view, in all material
respects, of the Company’s financial position for the year ended 2 August
2020, and that operational results are in accordance with relevant
accounting standards.
Governance Report
Name of
Director
Originally
Appointed
Last Reappointed/
Elected
Joan Withers23 September 201622 November 2019
Sir Stephen Tindall10 June 199424 November 2017
Keith Smith10 June 199424 November 2017
Antony (Tony) Balfour15 October 201223 November 2018
John Journee17 October 201323 November 2018
Julia Raue23 September 201622 November 2019
William (Will) Easton3 October 201823 November 2018
Dean Hamilton20 April 2020
Tenure
0-3 years
3-6 years
6+ years
Director Independence and Conflicts
The Board’s standards for determining the independence of a Director,
including the requirements of the NZX Listing Rules, are set out in full in the
Board Charter.
Under this criteria, the Board has a majority of independent Directors and the
roles of Chair and Group Chief Executive Officer (CEO) are not exercised by
the same person.
The Board consists of eight Directors. Joan Withers (Chair), Keith Smith
(Deputy Chair), Antony (Tony) Balfour, John Journee, Julia Raue, William (Will)
Easton and Dean Hamilton are considered to be non-executive Directors.
Sir Stephen Tindall, and his alternate director Robbie Tindall, are not deemed
to be independent by virtue of Sir Stephen's shareholding in the Company.
The Board assesses the independence of Directors on their appointment and
at least annually thereafter.
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The Warehouse Group
Committee Roles and Responsibilities Membership Meetings
People and
Remuneration
Committee
Review and make recommendations in relation
to the human resources strategy, the Company’s
remuneration policies and practices and the
remuneration and performance of the Group
Chief Executive Officer.
Comprised of a majority of non-executive,
independent Directors.
Current members:
• Tony Balfour (Chair)
• Joan Withers
• Keith Smith
• Robbie Tindall as alternate to Sir Stephen Tindall
At least twice a year.
Employees may only
attend by invitation.
Corporate
Governance
and Nomination
Committee
Ensure a high level of corporate governance
through continuous monitoring of international
corporate governance best practice as
promulgated by the relevant authoritative
bodies. Ensure that the Board is populated with
an appropriate mix of skills and experience who
collectively provide the diversity of thought and
judgement required.
Comprised of a majority of independent Directors.
Disclosure Officer and Founder.
Current members:
• Keith Smith
• Joan Withers (Chair)
• Tony Balfour
• Robbie Tindall as alternate to Sir Stephen Tindall
At least once a year.
Disclosure
Committee
Support the Company in meeting its disclosure
obligations as set out in the NZX Main Board
Listing Rules, the Companies Act and any
other applicable regulations by overseeing the
Company’s compliance with this policy.
Comprised of the Chair, Deputy Chair, Chair of the Audit
and Risk Committee, Group Chief Executive Officer, Chief
Financial Officer, Disclosure Officer and Founder.
Current members:
• Keith Smith (Chair)
• Joan Withers
• Robbie Tindall as alternate to Sir Stephen Tindall
Held as required.
Audit and Risk
Committee
Assist the Board to fulfil its risk and
audit responsibilities.
Comprised of at least three independent Directors.
The Chair will be independent and may not be the
Chair of the Company.
Current members:
• Keith Smith (Chair)
• Joan Withers
• John Journee
• Julia Raue
• Dean Hamilton
Keith Smith is a Fellow of the Chartered Accountants
Australia and New Zealand (CAANZ)
At least three times
each year.
Employees may only
attend by invitation.
Health, Safety
and Wellbeing
Committee
Assist the Board to govern health,
safety and wellbeing.
Comprised of all Directors
Chair
• Julia Raue
At the discretion of
the Committee Chair.
Board
Audit
and Risk
Committee
People and
Remuneration
Committee
Corporate
Governance and
Nomination
Committee
Health, Safety
and Wellbeing
Committee
Disclosure
Committee
Number of Meetings
1945284
Tony Balfour191
1
5281
1
John Journee1845
1
81
1
Keith Smith 1945284
Sir Stephen Tindall
2
Robbie Tindall182
1
5284
Joan Withers1945284
Will Easton187
Dean Hamilton
3
512
Julia Raue1941
1
81
1
1
Non-committee member in attendance
2
Leave of absence October 2019 to October 2020
3
Joined Board in April 2020
Governance Report
The table below reports attendance of members at Board and Board Committee meetings during the year ended 2 August 2020.
DRAFT
81
Integrated Annual Report 2020
Non-financial Reporting
The Warehouse’s Corporate Governance section on the website includes
all key governance documents including the Code of Ethics, Board and
Committee Charters and relevant Company policies.
Communities and Environment are at the heart of the Company’s culture.
The Company reports annually its financial and non-financial contribution
to the community, as well as audited figures on its greenhouse gas
emissions. The Company’s material environmental, economic and social
risks are outlined on pages 44 and 45.
REMUNERATION
“The remuneration of directors and executives should be transparent,
fair and reasonable.”
The Company’s remuneration philosophy, policy and details regarding
Executives’ remuneration (including remuneration components and
performance criteria) are discussed on pages 85-87.
The current Directors’ fee pool limit is $900,000 which was approved by the
shareholders at the 22 November 2013 Annual Shareholders' Meeting. Fees
are paid for Board and committee roles as indicated below. Directors are
reimbursed for reasonable travel and other costs associated with fulfilling
his or her role. The Chair and Deputy Chair do not receive additional fees for
membership of other Board committees.
The Board considers the advice of independent remuneration consultants
when setting remuneration levels and other relevant factors when
recommending Directors' fees to shareholders and setting remuneration
levels for executives. The Board will not be seeking any increase in the pool
limit at the 2020 Annual Shareholders' Meeting.
RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by
the issuer and how to manage them. The Board should regularly verify that
the issuer has appropriate processes that identify and manage potential and
material risks.”
Risk Management Framework
Risk is the chance of something happening that will have an impact on
business objectives. Having established an acceptable risk tolerance,
the Company’s approach is to identify, analyse, evaluate and appropriately
manage risk in the business. The Company recognises three main types of risk:
• Operational risk – risk to earnings and reputation arising from inadequate
or failed internal processes, people and systems or from external events;
• Business risk – risk to earnings and reputation from business event risk,
legal, compliance or regulatory risk; and
• Market risk – risk to earnings and reputation arising from competitor
activity, product risk and risk associated with changes in financial markets.
Information on material risks the business faces and how they are managed is
outlined on page 34.
Risk management roles and responsibilities
The Board is responsible for reviewing and approving the Company’s risk
management strategy. The Board delegates day-to-day management of risk to
the CEO, who may further delegate such responsibilities to Executive and other
officers. Inherent in this delegation is the belief that responsibility for managing
risks in the business is the domain of the business unit.
Risk monitoring and evaluation
The Audit and Risk Committee reviews the reports of management and the
external and internal auditors on the effectiveness of systems for internal
control, financial reporting and risk management. To assist in discharging
this responsibility, the Board has in place a number of strategies designed
to safeguard the Company’s assets and interests and ensure the integrity
of reporting including a comprehensive internal audit programme. These
include quarterly reviews of store audit results and quarterly reports on
internal audit findings.
ACTUAL DIRECTOR REMUNERATION 2019/20
Name of Director
Board
Fees
4
Audit
and Risk
Committee
People and
Remuneration
Committee
Corporate
Governance
and Nomination
Committee
Disclosure
Committee
Health, Safety
and Wellbeing
Committee
Other
Committees
Shares
and Other
Payments or
Benefits
Total
Individual
Remuneration
4
Joan Withers (Chair)
$160,467
(Chair)
-
(member)
-
(member)
-
(member)
-
(Chair)
-
(member)
-- $160,467
Keith Smith
(Deputy Chair)
$111,167
(Deputy Chair)
(Chair)
-
(member)
-
(Chair)
-
(member)
-
(member)
-- $111,167
Tony Balfour
$75,708 -
$6,000
(Chair)
-
(member)
-
-
(member)
-- $81,708
William Easton
$75,908 ----
-
(member)
-- $75,908
Dean Hamilton
$14,098
-
(member)
-
(member)
$14,098
Julia Raue
$75,658
$7,500
(member)
-- -
$11,600
(Chair)
-- $94,758
John Journee
2
$75,658
$7,500
(member)
-- -
-
(member)
- $13,200 $96,358
Sir Stephen Tindall
1
$75,708 -
$6,000
(member)
-
(member)
-
(member)
-
(member)
-- $81,708
Board/Committee NamePositionFees (Per Annum)
Board of Directors
Chair $166,000
1
Deputy Chair $115,000
1
Member $78,525
Audit and Risk Committee
Chair $15,000
Member $7,500
People and Remuneration Committee
Chair $12,000
Member $6,000
Health, Safety and Wellbeing Committee
Chair $12,000
Member-
Corporate Governance and Nomination Committee
Chair-
Member-
Disclosure Committee
Chair-
Member-
1
Includes attendances at committee
1
Director fees on-paid to Robbie Tindall, Alternate Director.
2
John Journee received an additional fee of $13,200 as a Director of subsidiary company
TheMarket.com Limited.
3
Robbie Tindall received a fee of $12,512 as a Director of subsidiary company TheMarket.com Limited.
4
Directors took a 20% pay
cut during April and May due to COVID-19 disruption to business.
Governance Report
The fees paid to non-executive Directors for services in their capacity as directors during the year ended 2 August 2020 totalling $716,172 were paid as follows:
DRAFT DRAFT
82
The Warehouse Group
SHAREHOLDER RIGHTS AND RELATIONS
“The Board should respect the rights of shareholders and foster
constructive relationships with shareholders that encourage them to
engage with the issuer.”
The Company is committed to providing a high standard of communication
to its investors. The Company believes effective communication achieved by
equal access to timely, accurate and complete information allows investors to
make informed assessments of the Company’s value and prospects. Investor
communication is governed by the Investor Communications Policy.
The Company transitioned to the new NZX Listing Rules with effect from
1 March 2019.
The Company has an investor relations programme which includes
communication through:
• periodic and continuous disclosure to NZX;
• annual reports;
• the Annual Shareholders’ Meeting (ASM);
• the Company’s website which includes financial and operational
information, and key Corporate Governance information; and
• analyst and investor briefings and roadshows.
Engagement with investors
The Company values its dialogue with strategic stakeholders, institutional
and retail investors, and believes effective engagement benefits both
the Company and investors. Annual Shareholders Meetings, analyst and
investor briefings and roadshows provide an important opportunity for this
dialogue. Shareholders also have the opportunity to direct questions and
comments through investor@twgoup.co.nz.
Website
The Company’s website contains a comprehensive set of investor-related
material and data including NZX disclosures and media releases, interim and
annual reports, share-price and dividend information, shareholder meeting
materials and all of the Company’s governance charters and policies.
Annual Shareholders' Meeting (ASM)
The ASM provides an opportunity for Directors, the CEO, senior management
and the Company’s external auditor to meet shareholders and answer any
questions they may have.
The ASM is held at a convenient time and location and this year is anticipated
to be run as a hybrid meeting (being a combination of the physical meeting
as well as a virtual online meeting) or as a virtual-only meeting. This is due to
the uncertainties this year around COVID-19, and we anticipate this will also
maximise participation. The 2020 ASM will be held on 27 November 2020.
The Notice of Meeting will be circulated as soon as possible (at least 28 days
before the meeting) and will be posted on the Company’s website.
In accordance with the Companies Act and Listing Rules, the Company
refers any significant matters to shareholders for approval at the ASM, and
shareholders are given the opportunity to vote by proxy ahead of the meeting
or by polling if attending the meeting in person or virtually.
Electronic communication
A key component of the Company’s strategy is cost effectiveness and
minimising the Company’s impact on the environment. therefore, in 2016
the Board moved to electronic reporting. We understand this doesn’t suit
everyone, so shareholders can request a hard copy of the annual report to
be mailed to them free of charge by contacting Computershare, our share
registrar. We would also encourage shareholders to provide their email
addresses to Computershare to enable them to receive all other shareholder
materials electronically.
Computershare Investor Services Limited
Telephone: +64 9 488 8777
Email: investor@twgroup.co.nz
Health and safety
The Company’s approach and process on health and safety initiatives can be
found on pages 38 and 39.
DIVERSITY
Diversity of gender, skill, age, experience and beliefs are valued and the
provision of equal opportunities for all employees and those looking to join
the Company is fundamental to the way we operate as a business.
For the year ended 2 August 2020 the Board is satisfied that the Company
achieved its gender diversity objectives and other measurable objectives.
Details regarding the Company’s Diversity Policy, goals and performance
criteria are detailed on page 84.
AUDITORS
“The Board should ensure the quality and independence of the external
audit process.”
Approach to audit governance
The independence of the external auditor is of particular importance to
shareholders and the Board. The Audit and Risk Committee is responsible
for overseeing the external audit of the Company. Accordingly, it monitors
developments in the areas of audit and threats to audit independence to
ensure its policies and practices are consistent with emerging best practice
in these areas.
The Board has adopted a policy on audit independence, the key elements of
which are:
• the external auditor must remain independent of the Company at all times
and comply with the Chartered Accountants Australia and New Zealand
(CAANZ) Code of Ethics;
• the external auditor must monitor its independence and annually report to
the Board that it has remained independent;
• the audit firm is permitted to provide certain non-audit services, set out
in the Audit and Risk Committee Charter, that are not considered to be in
conflict with the preservation of the independence of the auditor; and
• the Audit and Risk Committee must approve significant permissible non-
audit work assignments that are awarded to an external auditor, and the
value of non-audit work must be reported at every Board meeting.
Engagement of the external auditor
The Company’s external auditor is PricewaterhouseCoopers (PwC). PwC
was appointed by shareholders at the 2004 Annual Shareholders' Meeting
in accordance with the provisions of the Companies Act 1993 (Act). PwC is
automatically reappointed as auditor under Section 207T of the Act.
Attendance at the Annual Shareholders' Meeting
PwC, as auditor of the 2020 Financial Statements, has been invited to attend
this year’s Annual Shareholders' Meeting and will be available to answer
questions about the conduct of the audit, preparation and content of the
auditor's report, accounting policies adopted by The Warehouse Group
Limited and the independence of the auditor in relation to the conduct
of the audit.
The Company’s corporate legal advisors, Russell McVeagh, will also attend
the Annual Shareholders' Meeting.
Internal audit
The Company has an internal audit function which is independent of the
Company’s external auditors. The internal audit function of the Company is
undertaken by Ernst and Young and the Company’s internal Audit team. The
respective internal audit teams report to and are directed by the Audit and
Risk Committee.
Each year, the internal audit programme is approved by the Audit and Risk
Committee. The programme of audit work considers the most significant
areas of business risk in the Company and is developed following discussions
with senior management, review of the business process model of the
Company and consideration of the findings of the strategic risk assessment.
The programme considers risks also in relation to major projects that are
planned or currently underway.
The role of internal audit is to:
• assess the design and operating effectiveness of controls governing key
operations, processes and business risks;
• provide the Board with an assessment, independent of management, as to
the adequacy of the Company’s internal operating and financial controls,
business processes, systems and practices; and
• assist the Board in meeting its corporate governance and regulatory
responsibilities.
Governance Report
DRAFT
83
Integrated Annual Report 2020
Governance Report
DISCLOSURES OF INTERESTS BY DIRECTORS
General disclosures
The following are particulars of general disclosures of interest given by the Directors of the Company pursuant to section 140(2) of the Companies Act 1993:
INDEMNITY AND INSURANCE
In accordance with section 162 of the Companies Act 1993 and the constitution of the Company, the Company has provided insurance for, and indemnities to,
Directors and employees of the Group and its subsidiaries for losses from actions undertaken in the course of their legitimate duties. The insurance includes
indemnity costs and expenses incurred to defend an action that falls outside the scope of the indemnity.
ANTONY (TONY) BALFOUR
Director, Les Mills International Limited
Director, Wayfare Limited (formerly Real Journeys Limited)
Director, BLIS Technologies Limited
WILLIAM (WILL) EASTON
Managing Director, Facebook Pty Ltd
Director, Meandu Australia Pty Limited
DEAN HAMILTON
Chair & Shareholder, Fulton Hogan Limited
Director & Shareholder, Auckland International Airport Limited
Director, Skyline Enterprises Limited
Director, Tappenden Holdings Limited
JOHN JOURNEE
Director, Farmlands Society
Director, Colonial Motor Company Limited
Director, CMC Workplace Savings Scheme Trustee Limited
Director, Vanishing Point Limited
Member, Advisory Board, Quantiful Limited
KEITH SMITH
Chair, Anderson & O’Leary Limited
Chair, Goodman (NZ) Limited
Chair, Healthcare Holdings Limited and subsidiaries
Chair, Mobile Surgical Services Limited
Chair, H J Asmuss & Co Limited and subsidiaries
Director, Community Financial Services Limited
Director, Enterprise Group Limited and subsidiaries
Director, Gwendoline Holdings Limited (non-trading)
Director, James Raymond Holdings Limited (non-trading)
Director, Mercury NZ Limited
Director, Tree Scape Limited
Director, Sky Network Television Limited
Member, Advisory Board NZ Tax Traders Limited
Trustee, Cornwall Park Trust Board
JULIA RAUE
Director, Jade Software Corporation Limited
Director, Southern Cross Health Society
Director, Southern Cross Pet Insurance Limited
Director, Television New Zealand Limited
Director, Z Energy Limited
Director, Rowdy Consulting Limited
JOAN WITHERS
Chair, Mercury NZ Limited (resigned)
Director, ANZ Bank New Zealand Limited
Director, On Being Bold Limited
Director, Sky Network Television Limited
Member, MBIE Economic Development Challenge Group (resigned)
Member, Appointments Panel Fonterra farmer-elected directors
Trustee, Sweet Louise Foundation
SIR STEPHEN TINDALL
Founding Director, KEA New Zealand
Director, Branches Station Limited
Director, Byron Corporation Limited
Director, Foundation Services Limited
Director, Elliott Street No 5 Limited
Director, K One W One Limited
Director, K One W One (No 2) Limited
Director, K One W One (No 3) Limited
Director, K One W One (No 4) Limited
Director, K One W One (No 5) Limited
Director, Lake Pupuke Investments Limited
Director, Norwood Investments Limited
Director, No Holdings Limited
Director, The Gorse Company Limited
Director, Team New Zealand Limited
Director, America’s Cup Event Limited
Trustee, Team New Zealand Trust
Trustee, The Tindall Foundation
Shareholder*, Ambit AI Ltd
Shareholder*, Ask Nicely Ltd
Shareholder*, Auror Ltd
Shareholder*, Career Engagement Group Ltd
Shareholder*, GoGo Connecting Good Ltd
Shareholder*, MEA Mobile Ltd
Shareholder*, Mentemia Ltd
Shareholder*, Qotient Group Ltd
Shareholder*, Solar City Ltd
Shareholder*, TNX Ltd
Shareholder*, Uneeq Ltd
Shareholder*, VWork Ltd
Shareholder*, Velocity Made Good Holdings Ltd
* Indirect interest
ROBERT (ROBBIE) TINDALL (ALTERNATE DIRECTOR)
#
Trustee, The Tindall Foundation
Trustee, Finn Lowery Foundation
Director, Foundation Services Limited
Director, Franklin Smith Limited (resigned)
Director, K One W One Limited
Director, K One W One (No 2) Limited
Director, K One W One (No 3) Limited
Director, K One W One (No 4) Limited
Director, K One W One (No 5) Limited
# alternate to Sir Stephen Tindall
DRAFT DRAFT
84
The Warehouse Group
Areas of
focus
ObjectiveTargetActual
20192020
Gender
Improve
representation
of women at
senior levels of
business
20212022Female representationFemaleTotalFemaleTotal
50% of senior
management
positions held
by women by
2022
40%50%Board2728
Executive211211
Direct report to executive
team Agile shift
21432558
100% of shortlists for all
senior management roles
must include one woman
91% of shortlists for all senior management roles included at least
one woman
Close gender
pay gaps
Gender pay gap is within +/- 2.5%
for senior management
The gender pay gap has been reduced to within our target range
for stores. For our Store Support Office, there was a gender pay
gap at certain levels that exceeded our target. With the move to
a new remuneration model under Agile, we will assess all roles
against the new model in FY21 and make any adjustments once
that work is complete.
Māori
Culture
Build our
Māori cultural
competency
100 Group Executive Team and
other selected senior leaders
complete Te Kaa – igniting your
Māori Cultural Competency
Programme by 2021
Most of Leadership Squad completed Te Kaa Māori Cultural
Competency Programme
Diversity
and
Inclusion
Develop and
celebrate our
diversity
Senior managers complete
unconscious bias training and
managing diversity in the workplace
workshops
Launch Diversity & Inclusion survey
to build D&I understanding
Establish five D&I communities
Maintained Rainbow Tick Accreditation
Obtained Accessibility Accreditation and Winner of the Access
Alliance People’s Choice Accessibility Awards for Business in the
Best Accessibility Retailer category
Launched Diversity and Inclusion Survey
Launched Lean in for Women Leaders, which includes training
around gender bias
Celebrations: Auckland Big Gay Out and Pride in Wellington and
Christchurch, International Women's Day, Wellbeing Week with a
focus on mental health
Continue
to support
our Gender
Transition
Policy and
Family
Violence Policy
Continue to support our Gender Transition Policy and Family Violence Policy
Support parental leave policies such as Ease Back to Work to encourage mothers to return to work
For 2021 we are focused on gender equity as well as creating a feeling of belonging and designing work for wellbeing to live and perform at our best. Our
initiatives will include supporting our Group D&I communities to drive D&I strategy for their community using our Company communications platform
Workplace and providing senior managers with unconscious bias training.
CELEBRATING DIVERSITY AND INCLUSION
The Group strives to create a workplace where our people feel they can bring their whole selves to work. We believe that this can only happen in an
environment where diversity and inclusion are embraced. That is why the Group is committed to continuously identifying ways we can improve diversity
and inclusivity.
Governance Report
DRAFT
85
Integrated Annual Report 2020
Statutory Disclosures
Remuneration
($ 000)
Number of
Team Members
100 - 110117
110 - 120101
120 - 13065
130 - 14068
140 - 15046
150 - 16035
160 - 17047
170 - 18024
180 - 19020
190 - 20014
200 - 21019
210 - 22021
220 - 23016
230 - 24017
240 - 2507
250 - 26015
Remuneration
($ 000)
Number of
Team Members
260 - 2704
270 - 2806
280 - 2901
290 - 3003
300 - 3103
310 - 3205
320 - 3302
330 - 3403
340 - 3502
350 - 3602
370 - 3803
380 - 3902
410 - 4201
420 - 4302
440 - 4503
460 - 4701
Remuneration
($ 000)
Number of
Team Members
470 - 4802
480 - 4902
500 - 5101
510 - 5201
520 - 5301
560 - 5703
580 - 5901
640 - 6501
690 - 7002
730 - 7401
740 - 7501
840 - 8501
1,120 - 1,1302
1,210 - 1,2201
1,380 - 1,3901
1,920 - 1,9301
3,330 - 3,3401
TEAM MEMBERS’ REMUNERATION
Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of Team Members or former Team Members, not being
directors or former directors, who received remuneration and other benefits valued at or exceeding $100,000 during the accounting period.
Remuneration includes redundancy payments and termination payments made during the year to Team Members whose remuneration would not
otherwise have been included in the table reported below.
Team Members also received share-based remuneration during the year as part of the Group’s long-term incentive plans (refer to note 12.4 to the
financial statements). The amount attributed to share-based remuneration presented in the table below represents the value to the employee of the
compensation determined using the share price on the date when share options were exercised by the Team Member and/or the share price on the
date when share rights vested.
DRAFT DRAFT
86
The Warehouse Group
Statutory Disclosures
DescriptionPerformance Measures
Percentage
Achieved
Short-term
Incentive
(STI)
Set at 50% of base salary for On Target performance.
Combination of financial and non-financial
performance measures.
Financial Measures: 70% weighting:
The financial measure is based on achieving Group EBIT budget
(excluding STI).
70% x 0%*
For this to be payable, the Group must firstly achieve
a gate opener of 90% of the Adjusted NPAT budget
and a minimum level of individual performance must
be achieved.
Individual Measures 30% weighting:
Individual goals relate to delivery of strategic priorities, delivering
core business drivers and building capability.
30% x 0%*
Long-term
Incentive
(LTI)
FY18-FY20
Cash based scheme. Potential 50% of base salary for
On Target performance.
100% weighting based on the three-year Group Adjusted
NPAT, calculated as a percentage of the budgeted Group
Adjusted NPAT. 50% of potential paid if >95% of target achieved,
increasing to a maximum of 150% of potential for achievement of
125% of target.
119.8%†
Base Pay for Performance
Salary
Ta xab l e
BenefitsSubtotalSTILTISubtotal
Total
Remuneration
Nick Grayston1,461971,558-1,3041,3042,862
YearGroup CEO
Total
Earnings Paid Base
Taxable
BenefitsSTI
STI as % of
MaximumLTI
2020Nick Grayston2,8621,46197--1,304
2019Nick Grayston1,9721,4356647148%-
2018Nick Grayston2,2371,4155476896%-
2017Nick Grayston1,7731,4152533331%-
2016Nick Grayston1,398934*-464*66%-
Mark Powell75973326---
* The 2016 base salary and Short-Term Incentive (STI) payment for Nick Grayston were pro-rata based on his start date of November
* The Executive team proposed and the Board accepted that in light of the uncertainty surrounding COVID-19, the FY20 STI scheme should be
suspended for the financial year regardless of whether the scheme gates were triggered or not. † The above LTI payment for FY18-FY20 will be paid in
FY21.
REMUNERATION REPORT
1. CEO remuneration 2020 ($ 000s)
2. 5 year summary of CEO remuneration ($ 000s)
3. Breakdown of pay for performance (2020)
Explanation of the above items
1. CEO remuneration is based on actual remuneration paid within a financial year. The 2020 Long Term Incentive (LTI) value relates to FY17-FY19 but was
paid in FY20.
2. The actual remuneration paid includes holiday pay paid as per NZ legislation.
3. Nick Grayston joined the group in November 2015 and replaced Mark Powell, who left at the end of January 2016 following a three-month
handover period.
4. Taxable benefits are the value of employer KiwiSaver contributions.
4. 5 year summary of Total Shareholder Return performance
TOTAL SHAREHOLDER RETURN (TSR)
Financial Year 2019 (FY19) 20.2%
30%
20%
0%
10%
-20%
-10%
FY16FY17FY18FY19FY20
Financial Year 2020 (FY20) -6.1%
Financial Year 2016 (FY16) 15.2%
Financial Year 2017 (FY17) -18.9%
Financial Year 2018 (FY18) 3.3%
DRAFT
87
Integrated Annual Report 2020
Statutory Disclosures
Year Invited% of SalarySettlementPerformance PeriodMeasure
FY1750%CashAugust 2016 to July 2019*
Three-year Group Adjusted NPAT achieved calculated
as a percentage of the budgeted Group Adjusted NPAT.
FY1850%CashAugust 2017 to July 2020
Three-year Group Adjusted NPAT achieved calculated
as a percentage of the budgeted Group Adjusted NPAT.
FY1950%CashAugust 2018 to July 2021
Three-year Group Adjusted NPAT achieved calculated
as a percentage of the budgeted Group Adjusted NPAT.
FY2050%CashAugust 2019 to July 2022
Three-year Group Adjusted NPAT achieved calculated
as a percentage of the budgeted Group Adjusted NPAT.
FY2150%CashAugust 2020 to July 2023
Absolute TSR^ against the Company’s cost of equity
plus 1% over a three-year performance period.
DescriptionPerformance Measures
1. CEO Pay as a Multiple of Team Member median pay
33.22 measured on fixed remuneration. Median hourly rate of all Team Members is
$21.15 per hour.
2. TSR Methodology
Total Shareholder Return has been calculated as the movement in the share price during
the period plus any dividends paid.
3. Board Discretion
The Board of Directors has exercised discretion with regard to CEO's STI pay for performance
for 2020. Any payments made or forecasted are in line with contractual or scheme criteria.
4. OmissionsNo information has been omitted relating to CEO remuneration.
5. Any Other ItemsThere are no other items payable to the CEO that are not disclosed.
6. BenefitsThere are no benefits attributable to the CEO due to any loans made.
7. WithholdingsNo part of the CEO remuneration has been withheld for any purpose.
8. Related PartiesNo related parties are involved with the CEO remuneration.
Explanation: Base salary is set at $1.461 million for the financial year. STI is 50% of base salary for On Target performance. The gate for payment is 90%
of 2021 Group Adjusted NPAT budget. The STI is split: 70% based on Group financial results and 30% individual performance against goals. LTI is 50%
of base salary, settled in cash, and is payable at the end of the three-year performance period if The Warehouse Group's target of absolute TSR against
the Company’s cost of equity plus 1% is achieved for the three-year period.
REMUNERATION POLICY AND DISCLOSURES
5. Potential CEO remuneration (2021)
BASEON TARGET
4000
3000
1000
2000
0
100%
50%
LTI
STI
BASE
Base PackagePay for Performance at Target
$ 000Salary
Taxable
BenefitsSubtotalSTILTISubtotal
Total
Remuneration
Nick Grayston1,461441,5057317311,4622,967
6. Scheme Investments awarded to CEO
7. Required disclosures per guidelines
25%
25%
* FY17 scheme was pro-rated to start date of November 2015. ^ The new TSR measure will ensure Management's long-term incentives are more closely
aligned to shareholder outcomes.
DRAFT DRAFT
88
The Warehouse Group
Statutory Disclosures
Size of Shareholding
Number of
Shareholders Percentage
Number of
Shares Percentage
1 - 1,0003,733 37.19%1,728,729 0.50%
1,001 - 5,0004,072 40.57%8,949,684 2.59%
5,001 - 10,0001,035 10.31%6,751,289 1.97%
10,001 - 100,0001,107 11.03%24,270,973 6.98%
100,000 and over90 0.90%305,142,445 87.96%
10,037100.00%346,843,120100.00%
Geographic Distribution
Auckland and Northland3,90238.88%304,998,97587.94%
Waikato and Central North Island2,03020.23%10,995,5323.17%
Lower North Island and Wellington 1,40614.01%7,844,1752.26%
Canterbury, Marlborough and Westland1,08210.78%16,222,0584.68%
Otago and Southland6976.94%4,265,3551.23%
Australia7717.68%1,331,9800.38%
Other Overseas1491.48%1,185,0450.34%
10,037100.00%346,843,120100.00%
DISTRIBUTION OF SHAREHOLDERS AND HOLDINGS AS AT 30 AUGUST 2020
SHARE DEALINGS BY DIRECTORS
During the year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant interest in
shares as follows:
DIRECTORS’ SHAREHOLDINGS AS AT 2 AUGUST 2020
At 2 August 2020 the following Directors, or entities related to them, held interests in the Company shares:
Major shareholdings in which more than one Director has an interest in the same parcel of shares are as follows:
• Sir Stephen Tindall and Robert Tindall both hold an interest in 93,687,096 shares and other smaller parcels by virtue of their family relationship.
Keith Smith (Director) made three disclosures during the 2020 financial year regarding his indirect interest in the acquisition of a total of 18,014 ordinary shares
in The Warehouse Group by Lily Wong. All three disclosures were made in November 2019.
Beneficial
Interest
Beneficial
Interest
Non-beneficial
Interest
Non-beneficial
Interest
Related
Party
Related
Party
202020192020201920202019
J Journee172,000172,000
K R Smith 13,25013,2501,978,2221,797,59353,15835,144
R J Tindall
1
4,8004,80093,721,184 93,721,184
Sir Stephen Tindall93,687,09693,687,0967,986,0507,986,05038,88834,088
J Withers46,8898,9141,561,2941,797,697
Share Transaction
Date of
Transaction
Number of
Ordinary shares
Acquired/(Disposed)Consideration
J Withers October 20197,000
On market purchase of shares at an
average price of $2.62 per share
J WithersOctober 201930,975
On market purchase of shares at an
average price of $2.62 per share
1
Alternate director
DRAFT
89
Integrated Annual Report 2020
Statutory Disclosures
CompanyDirectors
1-Day LimitedN Grayston, J Oram, K Nickels (R)
1-Day Liquor LimitedK Nickels
Bond and Bond LimitedB Moors, K Nickels
Boye Developments LimitedK Nickels, M Yeoman (R), J Oram
Diners Club (NZ) LimitedM Yeoman (R), K Nickels, J Oram
Eldamos Investments LimitedK Nickels, P Okhovat
Eldamos Nominees LimitedK Nickels
Noel Leeming Finance LimitedB Moors
Noel Leeming Financial Services LimitedB Moors, K Nickels
Noel Leeming Furniture LimitedB Moors, K Nickels
Noel Leeming LimitedB Moors, K Nickels
Noel Leeming Group LimitedT Edwards
The Book Depot LimitedK Nickels
TheMarket.com LimitedN Grayston, J Journee, R Tindall, K Nickels (R), M Yeoman (R), J Oram
The Warehouse Card LimitedK Nickels
The Warehouse Group Support Services LimitedK Nickels
The Warehouse Investments LimitedK Nickels
The Warehouse LimitedK Smith, N Grayston, M Yeoman (R), J Oram
The Warehouse Nominees LimitedK Nickels, B Moors
TWGI Operations LimitedJ Oram
Torpedo7 LimitedP Okhovat (R), T Edwards, S West
TWGA Pty LtdI McGill, B Moors, K Smith, Sir Stephen Tindall
TWL Australia Pty LimitedI McGill, B Moors, K Smith, Sir Stephen Tindall
TWP No.1 LimitedN Tuck
TWP No.4 LimitedB Moors, K Nickels
TWP No.5 LimitedB Moors, P Okhovat
TWP No.6 LimitedK Smith, M Yeoman (R), J Oram
Chocolate Works NZ LimitedN Craig, P Judd (R), M Razey, H Vetsch, M Anderson, S Smith
Warehouse Stationery LimitedB Moors
TWNL Projects LimitedP Okhovat, S Watson
Lincoln West LimitedK Gardiner, G Helsby, G Lane, P Okhovat
Farran (Nine) LimitedK Gardiner, G Helsby, G Lane, P Okhovat
The Warehouse Planit Trustees LimitedJ Withers
The Warehouse Management Trustee Company LimitedK Smith, J Withers
The Warehouse Management Trustee Company No.2 LimitedK Smith, J Withers
TW House Sourcing Private Limited (India)K Kramer, T Benyon, A Passi (R), C Srinivasan
The Warehouse (Shanghai) Trading Company LimitedT Benyon, M Anderton, K Kramer
SUBSIDIARY COMPANY DIRECTORS
The following people held office as directors of subsidiary companies at 2 August 2020. Those who retired during the year are indicated with an (R).
USE OF INFORMATION BY DIRECTORS
During the financial year, there were no notices from Directors of the Company, or its subsidiary companies, requesting to disclose or use Company
information received in their capacity as Directors of the Company or its subsidiary companies which would not otherwise have been available to them.
DRAFT DRAFT
90
The Warehouse Group
Statutory Disclosures
STOCK EXCHANGE LISTING
The ordinary shares of The Warehouse Group Limited are listed on the
New Zealand Exchange (NZX).
ORDINARY SHARES
The total number of voting securities of the Company on issue as at
2 August 2020 was 346,843,120 fully paid ordinary shares.
RIGHTS ATTACHING TO SHARES
Clauses 20-22 of the Company’s constitution set out the voting rights
of shareholders. Ordinary shares in the Company each carry a right to
vote on a poll at any general meeting of shareholders on any resolution.
Holders of ordinary shares may vote at a meeting in person, or by proxy,
representative or attorney. Voting may be conducted by voice, a show of
hands or a poll. Each of the Company’s ordinary shares entitles the holder
to one vote.
ON-MARKET SHARE BUY-BACKS
The Company is not, at the date of this annual report, undertaking any on-
market share buy-backs.
ESCROW
Apart from the shares held under the Staff Purchase Plan, the Company
has no securities subject to an escrow agreement.
DIVIDENDS ON ORDINARY SHARES
The Warehouse Group Limited has paid dividends on its ordinary shares every
year since listing on the New Zealand Exchange in 1994. The Group’s current
dividend policy was approved by the Board in September 2015, commencing
Holders of each class of equity
security as at 2 August 2020
Number of
Holders
Number of
Shares or Rights
Ordinary Shares10,037346,843,120
from the 2016 financial year. The Group’s dividend policy is to distribute
between 75% and 85% of the Retail Group’s adjusted net profit to shareholders.
No dividends were declared for the current financial year.
AUDITOR
PricewaterhouseCoopers has continued to act as auditors of the
Company and have undertaken the audit of the financial statements
for the year ending 2 August 2020.
DISCIPLINARY ACTION
The NZX has not taken any disciplinary action against the Company during
the period under review.
DONATIONS
In accordance with section 211(1)(h) of the Companies Act 1993, the
Company records that it donated $134,000 (2019: $89,000) to various
charities during the year. In line with Board policy, no political contributions
were made during the year.
NZX WAIVERS
Details of all waivers granted and published by NZX within or relied upon by
the Company in the 12 months immediately preceding the date two months
before the date of publication of this annual report are available on the
Company’s website www.thewarehousegroup.co.nz.
Dividends20202019201820172016
Interim 0.09.010.010.011.0
Final0.08.06.06.05.0
Total0.017.016.016.016.0
Number of
Ordinary Shares
Percentage of
Ordinary Shares
Sir Stephen Robert Tindall93,687,09627.01
The Tindall Foundation Inc73,920,49621.31
James Pascoe Limited68,671,08219.80
Cash Wholesalers Limited10,373,3632.99
Foodstuffs Auckland Nominees Limited10,373,3632.99
Wardell Bros & Coy Ltd10,373,3632.99
Accident Compensation Corporation – NZCSD <ACC140>4,372,9341.26
Sir Stephen Tindall, Brian Mayo-Smith & John Richard Avery (SR Tindall Family A/C)3,778,1491.09
Citibank Nominees (New Zealand) Limited – NZCSD <CNOM90>3,729,0311.08
Robert George Tindall, Sir Stephen Tindall & Pupuke Trustee Limited (Tindall A/C)3,455,1031.00
JB Were (NZ) Nominees Limited <NZ Resident A/C>906,7410.26
HSBC Nominees (New Zealand) Limited – A/C State Street – NZCSD <HKBN45> 854,0110.25
Forsyth Barr Custodians Limited <1-Custody>831,4140.24
HSBC Nominees (New Zealand) Limited - NZCSD <HKBN90>814,0740.23
Stephen Robert Tindall + John Richard Avery + Brian Mayo-Smith <Merani A/C> 752,7980.22
New Zealand Depository Nominee Limited <A/C 1 Cash Account>680,4370.20
Custodial Services Limited <A/C 4>676,2420.19
The Warehouse Management Trustee Company Limited 667,1740.19
James Raymond Holdings Limited 600,0000.17
John Francis Managh 559,6730.16
290,076,54483.63%
Relevant
Interest
Date of
Notice
James Pascoe Limited68,270,08110 May 2018
Wardell Bros & Coy Limited, Cash Wholesalers Limited and Foodstuffs (Auckland) Nominees Limited31,120,08923 March 2007
Sir Stephen Tindall84,141,52419 March 2004
The Tindall Foundation66,323,22019 March 2004
New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 30 August
2020 total holdings in NZSCD were 9,770,050 or 2.82% of shares on issue.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 2 August 2020, the substantial product holders in the
company and their relevant interests are noted below:
TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 30 AUGUST 2020
DRAFT DRAFT
91
Integrated Annual Report 2020
Board of Directors
Joan Withers (Chair)
Keith Smith (Deputy Chair)
Robbie Tindall (alternate to Sir Stephen Tindall)
Tony Balfour
John Journee
Will Easton
Julia Raue
Dean Hamilton
Group Chief Executive Officer
Nick Grayston
Group Chief Financial Officer
Jonathan Oram
Company Secretary (Acting)
Erin Vercoe
Place of Business
26 The Warehouse Way
Northcote, Auckland 0627
PO Box 33470, Takapuna
Auckland 0740, New Zealand
Telephone: +64 9 489 7000
Facsimile: +64 9 489 7444
Registered Office
C/- BDO
Level 4, 4 Graham Street
PO Box 2219
Auckland 1140, New Zealand
Auditor
PricewaterhouseCoopers
Private Bag 92162
Auckland 1142, New Zealand
Shareholder Enquiries
Shareholders with enquiries regarding the share transactions, changes of
address or dividend payments should contact the Share Registrar.
You can also manage your shareholding electronically by using
Computershare’s secure website, www.computershare.co.nz/investorcentre,
whereby you can view your share balance, change your address, view
payment and tax information, update your payment instructions and update
your report options.
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna
Private Bag 92119, Auckland 1142
New Zealand
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
Website: www.computershare.co.nz/investorcentre
Investor Relations
For investor relations enquiries, email investor@twgroup.co.nz
Stock Exchange Listing
NZX trading code: WHS
New Zealand Business Number (NZBN)
New Zealand Incorporation: 9429038766633
Website
www.thewarehousegroup.co.nz
Directory
DRAFT DRAFT
---
Quarterly Sales
Reporting Period 53 weeks to 2 August 2020
Previous Reporting Period 52 weeks to 28 July 2019
Quarterly Retail Sales information:
(14 weeks)(13 weeks)(13 weeks)
SalesSales
(27 April 2020 to 2 August 2020)
20202019
($ Million) ($ Million)
The Warehouse 470.0 389.9 + 20.5 % + 30.0 %
Warehouse Stationery70.5 64.3 + 9.6 % + 16.5 %
Noel Leeming303.6 220.3 + 37.8 % + 52.2 %
Torpedo760.6 43.5 + 39.3 % + 21.6 %
(53 weeks)(52 weeks)(52 weeks)
SalesSales
(29 July 2019 to 2 August 2020)
20202019
($ Million) ($ Million)
The Warehouse 1,706.0 1,705.7 + 0.0 % + 10.4 %
Warehouse Stationery268.8 268.6 + 0.1 % + 7.1 %
Noel Leeming1,010.0 924.6 + 9.2 % + 17.2 %
Torpedo7191.0 172.5 + 10.7 % + 10.4 %
Store Numbers
20202019202020192020201920202019
Start Quarter 4929375 77 70 70 20 18
End Quarter 4929374 77 71 70 20 18
20202019202020192020201920202019
Start Quarter 4499,756 502,154 77,667 80,273 69,865 70,529 26,489 26,186
End Quarter 4498,955 501,537 77,281 80,273 67,239 70,550 27,030 25,890
1 - 1 4
1 4 - -
1 1 3 -
1 - 1 -
Note 1:
The WarehouseNoel Leeming
Warehouse Stationery
Noel Leeming
The same store sales calculations for both the 4th quarter and full year sales periods have been adjusted to exclude the 7 week COVID-19 lockdown periods, when the
Groups physical stores were unable to open to the public and the COVID-19 Alert Levels were set at Levels 3 and 4.
The Warehouse Group Limited
Supplementary Information
Fourth quarter sales
Change in
sales
Change in
same store
sales
1
Year to date sales
Change in
sales
Change in
same store
sales
1
Torpedo7
Store changes during the quarter
New
store
Replacement
store
Store
closure
Store
extension/
reduction
Store footprint
(Square Metres)
The WarehouseNoel LeemingWarehouse StationeryTorpedo7
Warehouse StationeryTorpedo7
The Warehouse
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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