HLG Annual Report for the year ended 1 August 2021
WE CONTINUE TO INNOVATE IN
A CHALLENGING ENVIRONMENT.
The result for the year was commendable particularly in context of the ongoing
impact of the COVID pandemic with various lockdowns across both Australia
and New Zealand and the continued disruptions to our supply chain.
Our teams have continued to react with agility to the changing market dynamic,
navigating the business to strengthen our brands, enhancing digital
and being focused on operating excellence.
1
HIGHLIGHTSHIGHLIGHTS
CHAIRMAN’S REPORT CHAIRMAN’S REPORT
CHIEF EXECUTIVE CHIEF EXECUTIVE
OFFICER’S REPORTOFFICER’S REPORT
SUSTAINABILITY SUSTAINABILITY
MATTERS MATTERS
HALLENSTEIN HALLENSTEIN
BROTHERSBROTHERS
GLASSONSGLASSONS
INDEPENDENT INDEPENDENT
AUDITOR’S REPORTAUDITOR’S REPORT
18
22
27
59
64
70
72
02
04
06
10
16
FINANCIAL FINANCIAL
STATEMENTS STATEMENTS
GENERAL GENERAL
DISCLOSURES DISCLOSURES
CORPORATE CORPORATE
GOVERNANCE GOVERNANCE
STATEMENTSTATEMENT
SHAREHOLDER SHAREHOLDER
INFORMATION INFORMATION
DIRECTORY & DIRECTORY &
CALENDARCALENDAR
HALLENSTEIN GLASSON HOLDING LIMITED | ANNUAL REPORT 2021
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
2
HIGHLIGHTS
1,746
TEAM MEMBERS
115
TOTAL STORES
351
SALES
UP 21.9%
M
$
33
PROFIT AFTER TAX
UP 20.0%
M
$
89
TOTAL EQUITY
M
$
199
TOTAL ASSETS
M
$
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
3
Digital remains fundamental
to the ongoing success of our
business, and it is pleasing
to see the significant progress
we have made across
multiple fronts.
STUART DUNCAN
CHIEF EXECUTIVE OFFICER
24.0
% OF TOTAL REVENUE
THROUGH ONLINE RETAIL
UP FROM
21.9% IN 2020
55.86
EARNINGS PER ORDINARY SHARE
%
CENTS
CHAIRMAN’S REPORT
Overall the sales growth experienced
compared to the prior corresponding
period was pleasing in an extremely
challenging environment. All brands
experienced strong growth as
stores reopened from the 2020
lockdowns, with the Groups inventory
management ensuring that our
stores were well stocked with
product the customers wanted.
Online sales have continued to
grow throughout the year and have
been supported by the release
of the Glassons App and the
establishment of a USA website to
sell direct to US based customers.
The increased sales on the prior
year also compares to the periods
where stores were closed in 2020.
The Gross Margin declined during
the year due to a number of factors
including unfavourable exchange
rates with the US Dollar in both
New Zealand and Australia as
well as challenges with freight
costs resulting from the ongoing
global impact of COVID-19.
During the financial period additional
controls were implemented post
the lockdowns including reducing
operating costs, claiming of Australian
government subsidies, working with
our suppliers on payment terms
where appropriate, placing capital
projects on hold, and negotiating rent
relief with landlords. This resulted
in costs being well controlled.
As in the previous financial year
the Group continues to take
steps to preserve liquidity, most
importantly managing stock levels
and costs across the business.
During the financial year a number of
rental negotiations were settled with
landlords for the previous lockdown
periods. There are still a number of
negotiations ongoing for these and
the more recent lockdowns.
RESULTS FOR FULL YEAR ENDED 1 AUGUST 2021RESULTS FOR FULL YEAR ENDED 1 AUGUST 2021
The Company advises that Group
sales for the 12 months to 1 August
2021 were $350.76 million
which were +21.9% up on the
prior year ($287.76 million).
The audited net profit after tax for
the 12 months was $33.32 million,
an increase of 20.0% on the prior
corresponding period ($27.77 million).
GROUP SALESGROUP SALES
24.0
%
OF GROUP TURNOVEROF GROUP TURNOVER
M
HALLENSTEIN GLASSON HOLDING LIMITED | ANNUAL REPORT 2021
4
$
350.76
ONLINE SALESONLINE SALES
WARREN BELL
CHAIRMAN
GLASSONS —
NEW ZEALAND & AUSTRALIA
Sales in New Zealand for the year
were $119.91 million, an increase
of 16.88% on the prior year. Net
profit after tax was $11.55 million,
a decrease of 5.3% on the prior
corresponding period ($12.20 million,
included $1.01 million gain on sale).
Over the last year the Nelson store
was refurbished in June, and the Sylvia
Park, Auckland store was extended
and refurbished in July.
The outlet store in Onehunga,
Auckland was also refurbished in July.
Sales in Australia were $133.65 million
which was an increase of 38.23%
on the corresponding period. Net
profit after tax was $16.42 million,
an increase of 75.5% on the prior
corresponding period ($9.36 million).
During the year, one new store
was opened in Broadway, Sydney.
The Chatswood, Sydney store
was closed and re-opened in a
new location and the Chermside,
Brisbane store was refurbished.
In July, a store in Greensborough,
Melbourne was closed.
The business continues to look
for opportunities for new stores
in Australia with a number of
sites currently under review, to
support planned growth. A store in
Marion, Adelaide has been opened
post year end in September.
During the year additional space
was taken adjacent to the current
Fulfilment Centre in Sydney to
increase capacity and ensure that
the significant growth in online
sales was adequately supported.
With the large increases in online sales
there has been significant investment
in digital including the launch of
an omni-channel Glassons app in
October which has seen more than
300,000 downloads, and a specific
Glassons USA website to serve our
growing US customer base. The sales
to US customers for the completed
financial year were fulfilled from both
New Zealand and Australia, but are
presently fulfilled just from Australia.
Glassons continues to bring the latest
trends that customers want to the
market through stores and online.
The team have found new ways of
working to ensure they are agile
as well as maintaining a focus on
sustainability. Glassons carries on the
focus on putting the customer first
by using digital solutions to engage
and listen. This helps Glassons to
maintain a strong brand position in both
established markets and new markets
.
HALLENSTEIN BROTHERS
Sales for the 12 month period were
$97.20 million (including Australia), an
increase of 9.86% on the prior period.
Net profit after tax was $4.82 million,
an increase of 7.5% on the prior
corresponding period ($4.48 million).
Stores in Napier and Taupo were
refreshed during the year and new
fixtures to better display product
was rolled out to key stores.
Sales showed a promising increase
compared to the prior year and it
was pleasing to see growth in casual
categories, which largely offset the
move away in menswear from more
formal dressing. Covid-19 has been
the trigger for a significant shift in
consumer habits with a far more
casual approach taken to what would
traditionally be worn in the office and
events, and the business has been
able to pivot and adapt accordingly.
Casual categories continue to
outperform over the financial
year with the team continuing
to focus on current trends
and must have products.
With product quality improved
with sustainability in mind, product
continues to be essential to our
performance. Customer service
and engagement continues to be
integral to our success with new
service training programs introduced
and better web site design.
E-COMMERCE
Online sales grew over the period
by 31.27% against the prior year
with significant growth experienced
during periods of store closures.
Online sales now represent 24.04% of
total sales for the full financial year,
up from 21.88% in the prior year.
The growth in online sales have
continued into the new financial
year being ahead of last year, again
supported by COVID-19 enforced
store closures across the network.
Investment continues in digital to
ensure we are ahead of the market
in our functionality and technology
as well as our web fulfillment in
Distribution Centers. There is also
focus on digital marketing and
customer experience to continue to
accelerate our online sales growth.
DIVIDEND
The Directors consider it prudent
to defer the declaration of the final
dividend until Auckland and the
Australian states of NSW and VIC have
come out of their respective lockdowns
and retail stores can trade again.
FUTURE OUTLOOK
Following New Zealand moving to
Level 4 at 11:59pm on Tuesday 17
August, all Hallenstein Brothers and
Glassons stores in New Zealand were
closed. On Wednesday 8 September,
all stores outside of Auckland were
reopened as the rest of New Zealand
entered Level 2. Auckland stores
remain closed until further notice
in line with current Government
regulations. Twelve stores in Victoria
and Fourteen stores in New South
Wales Australia have been closed
since restrictions were placed on the
states earlier in the year. Stores will
be re-opened in line with the various
State Government guidelines.
The first eight weeks of the new
financial year have seen Group sales
decline -18.90% on the prior year,
this has been driven predominantly
by multiple store closures across
both New Zealand and Australia in
response to the recent COVID-19
outbreaks in both countries. With
a date for reopening the Auckland
stores still uncertain, and with NSW
and VIC expecting to open in October
and November respectively, the
Group anticipates profitability in
the current year will be adversely
impacted compared to the period
just completed. We will continue
to be cautious in regard to the
future impacts of COVID-19.
An update will be provided at the
Annual Meeting of Shareholders
in December 2021.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
5
Our teams have continued to react
with agility to the changing market
dynamic, navigating the business to
strengthen our brands, enhancing
digital and being focused on
operating excellence. I am confident
that we are continuing to develop the
key building blocks to enhance the
future opportunities for the business
when we can trade in a more
stable environment.
Digital remains fundamental to the
ongoing success of our business, and
it is pleasing to see the significant
progress we have made across
multiple fronts. From the ongoing
enhancement of our online platforms,
to increased sophistication on
customer insights and delivering
personalisation. A particular highlight
has been the development and
launch of the Glassons App. This has
provided a key engagement tool
with our customers and provides
ease to the shopping experience.
The customer uptake on the Glassons
App has been very strong and we
will continue to further enhance.
There have been a number of
challenges with our supply chain due
to various lockdowns in the country
of origin and the ongoing impact of
freight issues. Both of which have
increased product lead times and in
respect to freight we have seen an
increase in costs. However, we remain
fortunate to have strong partnerships
with both our suppliers and
respective logistic companies which
has allowed us to work together to
minimise any negative impact on our
ability to deliver timely and affordable
product for our customers.
There has been strong growth for
Glassons on both sides of the Tasman,
but it is important to acknowledge
that the growth of Glassons Australia
has been very strong. The brand in
New Zealand and Australia continues
to lead the way as a fashion brand,
with amazing agility to respond to
customer demand and remaining
relevant in the market. Glasson New
Zealand has seen growth in the
market particularly with digital and
refurbished stores.
Glassons Australia continues to
expand both with physical stores
and online sales and the Team are
confident of further expansion.
Hallenstein Brothers have returned
to year-on-year growth following an
extensive focus on refining the brand.
The increase in casual product, and
introduction of smart casual have
both assisted to offset the challenges
in the Tailored category, with less
people working from the office
and less functions. The website has
been redesigned and there is more
customer engagement through
social media.
The result for the year was commendable particularly in context of the ongoing
impact of the COVID pandemic with various lockdowns across both Australia
and New Zealand and the continued disruptions to our supply chain.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
6
CHIEF EXECUTIVE
OFFICER’S REPORT
The physical retail experiences are important to both
brands; the ability to offer personalised service with great
store fit outs remain fundamental to providing exceptional
customer experience. There has also been investment
in technology to improve the customer journey and
streamline transactional processes.
During the year we continued to invest in this experience
with refits in Glassons NZ in Nelson, Sylvia Park, Auckland
and Onehunga, Auckland. Glassons Australia has seen 2
new stores in Broadway, Sydney and Chatswood, Sydney
and Chermside, Brisbane has been refurbished.
A new store has opened in the new Financial Year in
Marion, South Australia and initial trading is well above
plan. The Hallensteins Brother’s stores in Taupo and
Napier were refreshed. This demonstrates the continued
commitment to having good stores in the right places
to enhance the overall omnichannel experience.
There has been investment in training of the Store
Teams, with enhanced service training and introduction
of digital based communication tools to improve Team
engagement.
Digital sales continue to grow exponentially with the
Groups online sales growing 31% on the previous year, now
accounting for 24% of total sales. The launch of the Glassons
App has been a huge success with over 350,000 downloads.
This has allowed more interaction with our customers
and an easy way to communicate direct to their device.
An exciting development during the year was the launch
of the Glassons USA website, we are very pleased
with the initial foray into this market. We continue to
refine our marketing and product offer whilst having
ongoing engagement with our USA based customers.
Social media and our engagement with key influencers
has also been integral to our positioning in this
market. Whilst we are continuing to learn and adapt
to the market, we remain confident of the opportunity
that this presents for the Glassons brand.
The Hallenstein Brothers Website has been refined
this year with improved functionality and enhanced
imagery. There has recently been further investment
in the Hallenstein Brothers digital team, as we remain
committed to enhancing the level of online sales.
RE TAI L
DIGITAL
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
7
115
STORES ACROSS
THE GROUP
2
NEW
STORES
6
STORES
REFURBISHED
GROUP ONLINE
SALES GROWTH
Both Hallensteins Brothers and Glassons design,
buying and production teams have been exceptional
in adapting with no international travel. The respective
design teams have been impressive at identifying new
trends and driving product innovation to lead in market.
Similarly, the production teams have significantly
adapted ways of working, to operate virtually to
maintain a seamless approach to product development.
There remains an overarching focus on sustainability,
with a significant increase for both brands on using
more sustainable fabrics including organic, recycled,
and traceable. This is underpinned by an alignment
with a number of certification programmes to provide
transparency and authenticity to our approach.
We have been working closely with our suppliers over
the last year to ensure the best outcomes for both parties
during these challenging times. This has allowed us to
manage our stock levels and our cash flow effectively.
The strong relationship we have with our suppliers, which
have been forged over several years have allowed us to
work together on the ongoing challenges.
Freight has continued to be an issue over the last Financial
Year, but we have been working with our logistics partner
to minimise disruption and manage costs. There has been
an improvement in flow over the last few weeks and this
is expected to continue going into the peak trading period.
Our Fulfilment Centres, which we have recently invested in,
have worked well for us in managing the increased demand
for digital sales. Additional space has been acquired in
Sydney due to the higher demand for the Glassons brand
in the Australian market which has allowed us to maintain
service levels.
This will be the second year we have published our
Made with Care Sustainability Report and I am very proud
of the steps forward the Team have made. We have learned
a lot along the way, made some mistakes but I believe we
are making positive inroads on our sustainability journey.
Fundamental to our strategy is to maintain our integrity
and be transparent, which is ingrained in all we do. There
is more detailed information available on our plan on our
website which is regularly updated.
SUSTAINABILITY
SUPPLY CHAIN
PRODUCT
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
8
We are aware that there will continue to be disruption ahead
but the commitment and agility of our Team at Hallenstein
Glassons enables us to be equipped to face challenges
and respond proactively. The start to the new season has
been disruptive, with lockdowns in Australia for Victoria
and New South Wales since the start of the Financial Year
and lockdown in New Zealand, in particular the extended
lockdowns in Auckland, Northland and the Waikato. Its
promising to see New South Wales stores open again and
we are looking at new and innovative ways to drive sales
while keeping costs down.
There are several pillars to our strategic direction, the
unwavering focus on delivering great and affordable
fashion product to our customers underpinned by our
sustainability ethos.
The continued drive and enhancement of our digital
execution to enhance customer experience. Our ongoing
investment in physical stores to provide great service
and a streamlined omni channel experience.
This strategic direction with an overarching drive to deliver
on operating excellence and continued investment in our
people provides a pathway to further enhance growth
opportunities.
Specifically, in the medium term there is potential for
growth in online sales in Australasia and the USA. As
well as opportunities for further Glasson stores in the
Australian market.
Finally, I would like to acknowledge the amazing
commitment and loyalty of our team members. They
continue to go the extra mile for the business and their
resilience has been commendable which has us in great
shape for the future.
OUTLOOK
STUART DUNCAN
GROUP CEO
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
9
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
10
LAST YEAR WE STARTED REPORTING ON
OUR SUSTAINABILITY JOURNEY AND SHARED
OUR SUSTAINABILITY COMMITMENT —
If you are seeing our sustainability report for the first time, Made with Care is our
pledge to bring affordable fashion to our customers as ethically and sustainably
as we possibly can — it applies to the life cycle of every fashion garment; from
the fabrics we use, how it’s made and supplied, how we package it, upcycle it,
and how we can minimise waste at the end of its life. This is our second report,
you’ll see how we organise our sustainability strategy into 6 focus areas.
Following is a summary of the report but you can read the full version on
the Group website at www.hallensteinglasson.co.nz/sustainability
MADE WITH CARE.
SUSTAINABILITY
MATTERS
11
Let’s recap on our framework.
Every sustainability journey needs a framework to work to and measure progress against.
Ours is based around three broad pillars (People Planet Product) and under those
we have developed areas of focus with the important issues for us to address.
HALLENSTEIN GLASSON HOLDINGS SUSTAINABILITY FRAMEWORK
VISION
TO BUILD A SUSTAINABLE BUSINESS ON A FIRM FOUNDATION OF INTEGRITY
PILLARS
AREAS OF
FOCUS
Staff
wellbeing and
empowerment
Community
support
Sustainable
stores and
operations
Climate
change
Sustainable
Fabrics and
products
Ethical and
transparent
supply
chains
IMPORTANT
ISSUES
Engaged and
empowered
diverse
workforce
Meaningful
investment
Plastics and
packaging
Our carbon
footprint
Certified
fabrics
Supplier
partnerships
Safe working
environment
Reducing
waste
Preparing
for climate
change
Pre-loved
garments
Ethical
factories
Career
development
Energy
efficiency
Cruelty-free
fashion
Effective &
transparent
communication
Product
stewardship
COMMUNICATE OUR STRATEGY CLEARLY TO STAFF, CUSTOMERS & SHAREHOLDERS
PeoplePlanetProduct
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
RecycledSourced
through GRS
OrganicSourced through
GOTS and OCS
Eco linenSourced through
EUROPEAN FLAX
®
Eco viscoseSourced from
LENZING™
VintageSourced globally to
reduce our reliance
on virgin fabrics
UpcycledSourced from off
cuts or deadstock
12
O U R 2 0 2 1 O U R 2 0 2 1
KEY FOCUS KEY FOCUS
AREAS ARE:AREAS ARE:
ENVIRONMENTALLY
SUSTAINABLE FABRICS
AND PRODUCTS
ETHICAL AND
TRANSPARENT
SUPPLY CHAINS
CLIMATE ACTION/
ENVIRONMENTAL
SUSTAINABLE
STORES AND
OPERATIONS
STAFF WELL-BEING
Our customers and our employees
have told us that delivering a greater
percentage of recycled and organic
fabrics matters to them and this
continues to be a prime focus and
commitment for us. Our sourcing
teams managed to increase our use
of responsible fabrics across our
reporting year. We are currently
at 87% of our target to reach
30% sustainable product by 2022.
CERTIFIED FABRICS
Last year after months of research
and development with our supply
partners and various consultants
HGH launched our product
certification programme, aligning
ourselves with globally recognized
textile certification groups.
Global recycled standard (GRS)
Global organic textile standard
(GOTS)
Organic content standard (OCS)
LENZING™ ECOVERO™
EUROPEAN FLAX
®
SOURCING SUSTAINABLE
PRODUCT, MATTERS.
It’s up to us to minimize our
environmental impact, support
the people who work for us
and make our fabric. While at
the same time making sure
our products are high quality,
accessible and affordable for
our customers. The next 12
months we will continue to
target key fabrications across
the business and are confident
we will exceed our 2022 target.
PRODUCT STEWARDSHIP
For HGH, product stewardship
is an approach to managing the
environmental impacts
of different products and
materials throughout all
stages of the products’ life
cycle, including end of life
management.
While stage 1 of our
sustainability journey is
about sourcing sustainable
product (our certified fabrics
programme is a big part of
this), stage 2 is about finding
ways to minimize the impact
our products have on the
environment including when a
product comes to the end of
its life. We have partnered with
several organisations to help
find solutions.
These organisations include:
— The Formary
— Worn-Up
1. ENVIRONMENTALLY SUSTAINABLE 1. ENVIRONMENTALLY SUSTAINABLE
FABRICS AND PRODUCTSFABRICS AND PRODUCTS
The responsibly sourced materials
we use to make our garments fall
into six categories:
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
13
2. ETHICAL AND TRANSPARENT SUPPLY CHAINS2. ETHICAL AND TRANSPARENT SUPPLY CHAINS
For HGH, an ‘ethical factory’ is one which focuses on
worker welfare, has a safe working environment, upholds
international labour rights, and respects the environment.
We don’t own or manage factories ourselves — we
outsource our manufacturing to selected partners — ones
that we know meet our high ethical and quality standards.
Because we build close relationships with our suppliers
we can, and do, demand high standards and transparency
from them. We’ve partnered with several organisations to
help us identify and protect vulnerable workers, ensure
their safety, and initiate changes where necessary.
Our external audit partner, Qualspec SgT, conducts
factory audits on our behalf to assess our suppliers’
compliance with our Code of Conduct.
THE ETHICAL FASHION REPORT
When we embarked on our sustainability strategy,
we identified 3 pillars around which we could measure
our progress: People, Planet, Product. This year
we again participated in the The Ethical fashion
Report, you can find out more about our involvement
and score in our 2021 Sustainability Report.
The Ethical Fashion Report provides us with a valuable tool
to independently measure and evaluate our performance
relating to two of those pillars, People and Planet.
MODERN SLAVERY STATEMENT
HGH have published a Modern Slavery statement, prepared
in accordance with the Australian Modern Slavery Act
2018. This statement outlines how we combat risks of
modern slavery and reduce the risk of it happening
within our operations. You can find a link to the Modern
Slavery statement inside the 2021 Sustainability Report.
3. CLIMATE ACTION/ENVIRONMENTAL3. CLIMATE ACTION/ENVIRONMENTAL
Our employees and our customers have made it very clear
that climate change is a top priority. We are very keen to
reduce our footprint where we can, but before we do,
we need to know what our carbon footprint looks like —
a baseline measure of our emissions.
This baseline measure will tell us where our emission
hotspots are, and armed with this knowledge, we can
develop a plan to reduce them.
We’ve worked hard in 2021 getting the scope of our Base
Year measurement right. We’ve identified all our direct
emission sources and importantly, the indirect sources
within our supply chain that need to be included. We are
early into this journey but we are aiming to commence
reporting in 2022.
OUR COMPOSTABLE POLYBAG JOURNEY
You may be aware that in September 2020 we made the
decision to move our plastic packaging to compostable
bags — as these offered a better end of life solution and
resulted in a dramatic reduction in the amount of plastic
packaging going to landfill. This has been difficult to
implement on a large scale.
In Australia we have been fortunate. Many shopping malls
are geared up to take back compostable, so we’re good
there. However, not so much in New Zealand. In the future
we’re hoping there will be better compostable collection
points nationwide to support compostable packaging
and we continue to promote home composting as a great
sustainable choice, wherever possible. We’re working hard
to find the right balance.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
14
4. SUSTAINABLE STORES AND OPERATIONS4. SUSTAINABLE STORES AND OPERATIONS
Our stores and operations produce a significant amount
of waste, it’s unavoidable given the nature of what we do.
Recycling as much as we can and reducing the amount of
this waste going to landfill is a constant focus for us, and
a big part of our ‘Planet’ pillar.
REDUCING, REUSING AND RECYCLING WHEREVER
WE CAN.
While we can’t eliminate waste — there will always be
some — we can recycle and reuse more and more if we
think smart and laterally. We’re ramping up our efforts
to reduce the amount of packaging we use and ensure
recycling is at an optimum level.
VISUAL MERCHANDISING
So we can showcase our product the best way possible
we use visual merchandising to enhance the store
experience for the consumer. We have always taken
pride in our visual merchandising and the attention to
detail that goes into the planning and implementation
is inspiring.
But this comes at a cost and we want to reduce the impact
that these materials have on the planet. We will report on
our reductions and shifts to more responsible materials
each year.
HALLENSTEIN GLASSON HOLDING LIMITED | ANNUAL REPORT 2021
15
5. STAFF WELL-BEING5. STAFF WELL-BEING
COVID-19 continues to be challenging for
businesses everywhere, and nowhere are
the effects more keenly felt than during
our lockdown periods in Australia and New
Zealand. During these extended lockdowns
we have continued to financially support our
team, and there have been no redundancies
or retrenchments as a result of COVID-19,
within our immediate staff.
DIVERSITY, INCLUSION AND GENDER
EQUALITY
We’re an Equal Employment Opportunity
employer with policies that ensure we employ
a diverse and inclusive workforce. Everyone
who joins our team is supported with a
comprehensive induction programme and
a career development plan that we develop
together. There are many social and economic
benefits of diversity within the workplace, and
the key to unlocking those benefits is inclusion.
Encouraging diversity across our brands clearly
demonstrates our commitment to gender
equality and inclusion.
THE DIGITAL CONNECTION
Over the last 12 months we’ve used our digital
channels to maximum effect, which has allowed
us to stay connected to our staff and customers
and keep communicating effectively with them.
We’ve focused on:
— Our digital connection with our consumers
— Communication and education to our staff
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
16
97
TOTAL SALES
M
$
UP 9.9%
Hallenstein Brothers have
returned to year-on-year
growth following an extensive
focus on refining the brand.
STUART DUNCAN
CHIEF EXECUTIVE OFFICER
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
17
STORES
IN NEW ZEALAND
STORES
IN AUSTRALIA
INSTAGRAM FOLLOWERS
50.2
K
42
4
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
18
120
NEW ZEALAND SALES
M
$
AUSTRALIAN SALES
UP 16.9%
134
M
$
UP 38.2%
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
19
36
STORES
IN NEW ZEALAND
33
STORES
IN AUSTRALIA
INSTAGRAM FOLLOWERS
668
K
“
The brand in New Zealand and Australia
continues to lead the way as a fashion
brand, with amazing agility to respond
to customer demand and remaining
relevant in the market.
TIKTOK FOLLOWERS
118
K
STUART DUNCAN
CHIEF EXECUTIVE OFFICER
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
20
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2021
21
22
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
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.
Independence
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 tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
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 year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
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.
Independence
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 tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
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 year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
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.
Independence
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 tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
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 year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
23
PwC
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 A ugust 2021, the Group held
$27.8 million (2020: $24.6 million) of
finished goods, net of inventory
adjustments of $1.4 million (2020: $0.4
million). Given the size of the inventory
balance relative to the total assets of the
Group and the estimates and judgements
described below, the valuation of
inventory required significant
audit attention and is a key audit matter.
As disclosed in Note 3.2, inventory is held
at the lower of cost and net
realisable value (NRV) determined using
the weighted average cost method. At
year end, the valuation of inventory is
reviewed by management and the
carrying value of inventory is reduced
where inventory is forecast to be sold
below cost.
The inventory adjustment is determined
based on various factors including
historical data, current trends and product
information from buyers. Determining the
appropriate level of provisioning involves
judgement and the application of
assumptions including management’s
expectations of future sales levels and
estimation of selling price adjustments.
We have performed the following procedures over
the valuation of inventory:
●For a sample of inventory items, tested costing to
supplier invoices and shipping documents;
●We tested that the ageing report used by
management correctly aged inventory items by
agreeing a sample of aged inventory items to the
date of purchase as shown on third party invoices;
●On a sample basis we tested the net realisable
value of inventory items to recent selling prices;
●We assessed the percentage write down applied
to older inventory with reference to historic
inventory write downs and recoveries on slow
moving inventory;
●We re-perfomed the calculation of the inventory
write down;
●Considered the impact of COVID-19 on the
inventory valuation by discussing the impact with
management and considering the impact on slow
moving items on the NRV calculations;
●We also made enquires of management, including
those outside of the finance function, and
considered the results of our testing above to
determine whether any specific write downs were
required; and
●Reviewed the appropriateness of disclosures in
the financial statements.
From the procedures performed no material
exceptions were identified.
PwC
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 A ugust 2021, the Group held
$27.8 million (2020: $24.6 million) of
finished goods, net of inventory
adjustments of $1.4 million (2020: $0.4
million). Given the size of the inventory
balance relative to the total assets of the
Group and the estimates and judgements
described below, the valuation of
inventory required significant
audit attention and is a key audit matter.
As disclosed in Note 3.2, inventory is held
at the lower of cost and net
realisable value (NRV) determined using
the weighted average cost method. At
year end, the valuation of inventory is
reviewed by management and the
carrying value of inventory is reduced
where inventory is forecast to be sold
below cost.
The inventory adjustment is determined
based on various factors including
historical data, current trends and product
information from buyers. Determining the
appropriate level of provisioning involves
judgement and the application of
assumptions including management’s
expectations of future sales levels and
estimation of selling price adjustments.
We have performed the following procedures over
the valuation of inventory:
●For a sample of inventory items, tested costing to
supplier invoices and shipping documents;
●We tested that the ageing report used by
management correctly aged inventory items by
agreeing a sample of aged inventory items to the
date of purchase as shown on third party invoices;
●On a sample basis we tested the net realisable
value of inventory items to recent selling prices;
●We assessed the percentage write down applied
to older inventory with reference to historic
inventory write downs and recoveries on slow
moving inventory;
●We re-perfomed the calculation of the inventory
write down;
●Considered the impact of COVID-19 on the
inventory valuation by discussing the impact with
management and considering the impact on slow
moving items on the NRV calculations;
●We also made enquires of management, including
those outside of the finance function, and
considered the results of our testing above to
determine whether any specific write downs were
required; and
●Reviewed the appropriateness of disclosures in
the financial statements.
From the procedures performed no material
exceptions were identified.
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
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.
Independence
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 tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
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 year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
24
PwC
Our audit approach
Overview
Overall group materiality: $2.3 million, which represents
approximately 5% of Group profit before tax.
We chose Group profit before tax as the benchmark because, in our
view, it is the benchmark against which the performance of the
Group is most commonly measured by users, and is a generally
accepted benchmark.
Our Group audit scope focused on the major operating locations. In
aggregate, the locations selected as part of our audit scoping
contributed 98% of the Group’s Revenue and 99% of the Group’s
profit before tax.
We agreed with the Audit and Risk Committee that we would report
to them any misstatements identified during our audit above
$100,000 as well as misstatements below that amount that, in our
view, warranted reporting for qualitative reasons.
As reported above, we have one key audit matter, being:
●Inventory valuation
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. 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.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
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.
How we tailored our group audit scope
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.
PwC
Our audit approach
Overview
Overall group materiality: $2.3 million, which represents
approximately 5% of Group profit before tax.
We chose Group profit before tax as the benchmark because, in our
view, it is the benchmark against which the performance of the
Group is most commonly measured by users, and is a generally
accepted benchmark.
Our Group audit scope focused on the major operating locations. In
aggregate, the locations selected as part of our audit scoping
contributed 98% of the Group’s Revenue and 99% of the Group’s
profit before tax.
We agreed with the Audit and Risk Committee that we would report
to them any misstatements identified during our audit above
$100,000 as well as misstatements below that amount that, in our
view, warranted reporting for qualitative reasons.
As reported above, we have one key audit matter, being:
●Inventory valuation
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. 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.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
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.
How we tailored our group audit scope
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.
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
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.
Independence
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 tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
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 year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
25
PwC
Audits of each major operating location are performed by PwC New Zealand at a materiality level
calculated by reference to a proportion of Group materiality appropriate to the relative scale of the
operations concerned. The remaining operations were not considered significant to the Group and
were subject to other procedures including analytical procedures.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the financial statements and our
auditor's report thereon. The Annual report is expected to be made available to us after the date of this
auditor's report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of audit opinion or assurance conclusion thereon.
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.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a
whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
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.
Independence
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 tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
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 year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PwC
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 A ugust 2021, the Group held
$27.8 million (2020: $24.6 million) of
finished goods, net of inventory
adjustments of $1.4 million (2020: $0.4
million). Given the size of the inventory
balance relative to the total assets of the
Group and the estimates and judgements
described below, the valuation of
inventory required significant
audit attention and is a key audit matter.
As disclosed in Note 3.2, inventory is held
at the lower of cost and net
realisable value (NRV) determined using
the weighted average cost method. At
year end, the valuation of inventory is
reviewed by management and the
carrying value of inventory is reduced
where inventory is forecast to be sold
below cost.
The inventory adjustment is determined
based on various factors including
historical data, current trends and product
information from buyers. Determining the
appropriate level of provisioning involves
judgement and the application of
assumptions including management’s
expectations of future sales levels and
estimation of selling price adjustments.
We have performed the following procedures over
the valuation of inventory:
●For a sample of inventory items, tested costing to
supplier invoices and shipping documents;
●We tested that the ageing report used by
management correctly aged inventory items by
agreeing a sample of aged inventory items to the
date of purchase as shown on third party invoices;
●On a sample basis we tested the net realisable
value of inventory items to recent selling prices;
●We assessed the percentage write down applied
to older inventory with reference to historic
inventory write downs and recoveries on slow
moving inventory;
●We re-perfomed the calculation of the inventory
write down;
●Considered the impact of COVID-19 on the
inventory valuation by discussing the impact with
management and considering the impact on slow
moving items on the NRV calculations;
●We also made enquires of management, including
those outside of the finance function, and
considered the results of our testing above to
determine whether any specific write downs were
required; and
●Reviewed the appropriateness of disclosures in
the financial statements.
From the procedures performed no material
exceptions were identified.
26
PwC
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Keren Blakey.
For and on behalf of:
Chartered Accountants Auckland
30 September 2021
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its cash flows for the year
then ended in accordance with New Zealand Equivalents to International Financial Reporting
Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
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.
Independence
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 tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
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 year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PwC
Our audit approach
Overview
Overall group materiality: $2.3 million, which represents
approximately 5% of Group profit before tax.
We chose Group profit before tax as the benchmark because, in our
view, it is the benchmark against which the performance of the
Group is most commonly measured by users, and is a generally
accepted benchmark.
Our Group audit scope focused on the major operating locations. In
aggregate, the locations selected as part of our audit scoping
contributed 98% of the Group’s Revenue and 99% of the Group’s
profit before tax.
We agreed with the Audit and Risk Committee that we would report
to them any misstatements identified during our audit above
$100,000 as well as misstatements below that amount that, in our
view, warranted reporting for qualitative reasons.
As reported above, we have one key audit matter, being:
●Inventory valuation
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. 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.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
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.
How we tailored our group audit scope
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.
STATEMENT OF COMPREHENSIVE INCOMESTATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 1 AUGUST 2021
$’000
NOTE20212020
Sales revenue
2.1
350,759
287,763
Cost of sales
2.1
(149,549)
(118,514)
Gross profit201,210
169,249
Other operating income2.2
477
1,498
Selling expenses
(117,236)
(99,221)
Distribution expenses
(11,328)
(8,609)
Administration expenses
(23,847)
(23,742)
Total expenses(152,411)
(131,572)
Operating profit49,276
39,175
Finance income
2.1
106
125
Finance expense2.1, 2.2
(2,430)
(2,569)
Profit before income tax46,952
36,731
Income tax expense
6.1
(13,632)
(8,957)
Net profit after tax attributable to the shareholders
of the Holding Company2.133,32027,774
Other comprehensive income
– Items that will not be reclassified to profit or loss
Gains (net of tax) on revaluation of land and buildings6.1
4,921
1,506
Increase in share option reserve6.1
109
26
– Items that may be subsequently reclassified to profit or loss
Fair value gain/(loss) (net of tax) in cash flow hedge reserve
6.1
2,385
(2,973)
Total comprehensive income for the year attributable
to the shareholders of the Holding Company40,73526,333
Earnings per share
Basic and diluted earnings per share2.4
55.86
46.56
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
27
STATEMENT OF FINANCIAL POSITIONSTATEMENT OF FINANCIAL POSITION
AS AT 1 AUGUST 2021
$’000
NOTE20212020
Equity
Contributed equity5.1
27,357
29,059
Asset revaluation reserve
24,846
19,925
Cashflow hedge reserve
507
(1,878)
Share option reserve
101
64
Retained earnings
36,342
39,932
Total equity89,153
87,102
Represented by
Current assets
Cash and cash equivalents3.1
39,204
49,642
Trade and other receivables
239
2,343
Advances to employees
291
291
Prepayments
1,559
1,040
Inventories3.2
27,810
24,637
Derivative financial instruments
7.4
715
19
Total current assets69,818
77,972
Non-current assets
Property, plant and equipment4.2
52,025
48,958
Right of use assets4.1
67,223
73,628
Investment property
4.3
3,372
3,212
Intangible assets
566
420
Deferred tax
6.2
6,474
7,234
Total non-current assets129,660
133,452
Total assets199,478
211,424
Current liabilities
Trade payables
8,826
12,771
Employee benefits
7.1
7,131
5,586
Other payables
13,124
14,196
Lease liabilities
4.1
22,991
27,027
Derivative financial instruments7.4
1
2,661
Taxation payable
4,611
3,445
Total current liabilities56,684
65,686
Non-current liabilities
Lease liabilities4.1
53,641
58,636
Total liabilities110,325
124,322
Net assets89,153
87,102
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
The Financial Statements are signed for and on behalf of the Board and were authorised for issue on 30 September 2021.
GRAEME POPPLEWELLGRAEME POPPLEWELL
DIRECTOR
30 SEPTEMBER 2021
MALCOM FORDMALCOM FORD
DIRECTOR
30 SEPTEMBER 2021
28
STATEMENT OF CHANGES IN EQUITYSTATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 1 AUGUST 2021
$’000
NOTE
SHARE
CAPITAL
TREASURY
STOCK
ASSET
REVALUATION
RESERVE
CASH
FLOW
HEDGE
RESERVE
SHARE
OPTION
RESERVE
RETAINED
EARNINGS
TOTAL
EQUITY
Balance at 1 August 201929,279(305)18,4191,0955826,45475,000
Comprehensive income
Profit for Year-----27,77427,774
Revaluation net of Tax6.1--1,506---1,506
Cash flow hedges net of tax6.1---(2,973)--(2,973)
Increase in share option reserve6.1----26-26
Total comprehensive income
--1,506(2,973)2627,77426,333
Transactions with owners
Dividends 2.3, 5.1-27---(14,316)(14,289)
Transfer to employee advances5.1-58----58
Transfer of share option reserve
to retained earnings ----(20)20-
Total transactions with owners
-85--(20)(14,296)(14,231)
Balance at 1 August 2020
29,279(220)19,925(1,878)6439,93287,102
Comprehensive income
Profit for year
-----33,32033,320
Revaluation net of tax6.1
--4,921---4,921
Cash flow hedges net of tax6.1
---2,385--2,385
Increase in share option reserve6.1
----109-109
Total comprehensive income --4,9212,38510933,32040,735
Transactions with owners
Purchase of Treasury Stock5.1, 5.2-(1,964)----(1,964)
Dividends2.3, 5.1
-74---(36,982)(36,908)
Transfer to employee advances5.1
-188----188
Transfer of share option
reserve to retained earnings ----(72)72-
Total transactions with owners-(1,702)--(72)(36,910)(38,684)
Balance at 1 August 202129,279(1,922)24,84650710136,34289,153
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
29
STATEMENT OF CASH FLOWSSTATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2021
$’000
NOTE2021
Cash flows from operating activities
Cash was provided from:
Sales to customers
351,355
287,780
Rent received2.2
260
229
Government grants2.2
3,875
8,424
Interest income2.1
96
113
Interest on debtors2.1
10
12
355,596
296,558
Cash was applied to:
Payments to suppliers1.3
219,095
156,025
Payments to employees
59,115
54,241
Interest paid on leases2.2
2,430
2,569
Taxation paid
13,523
12,408
294,163
225,243
Net cash flows from operating activities61,433
71,315
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and intangible assets
113
4,798
Repayment of employee advances189139
3024,937
Cash was applied to:
Purchase of property, plant and equipment and intangible assets4.2
7,890
11,835
7,890
11,835
Net cash flows (applied to) investing activities(7,588)
(6,898)
Cash flows from financing activities
Cash was provided from:
Sale of treasury stock and dividends5.1, 5.27427
74
27
Cash was applied to:
Dividend paid2.3
36,982
14,316
Lease liability payments4.1
25,411
16,992
Purchase of treasury stock5.1, 5.2
1,964
-
64,357
31,308
Net cash flows (applied to) financing activities(64,283)
(31,281)
Net increase / (decrease) in funds held(10,438)
33,136
Cash and cash equivalents at the beginning of the year49,642
16,506
Cash and cash equivalents at the end of the year
3.1
39,204
49,642
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
2020
30
STATEMENT OF CASH FLOWS CONTINUEDSTATEMENT OF CASH FLOWS CONTINUED
FOR THE YEAR ENDED 1 AUGUST 2021
$’000
NOTE20212020
Net profit after taxation33,320
27,774
Add/(deduct) items classified as investing or financing activities
(Gain)/loss on sale of plant and equipment2.2
48
(947)
Add/(deduct) non cash items
Depreciation and amortisation2.2
35,167
31,725
Net fair value gain on investment property2.2
(160)
(244)
Deferred taxation6.2
(1,058)
(2,998)
Impairment expense2.2
253
-
Share option expense
109
26
Add/(deduct) movements in working capital items
Taxation payable
1,166
(452)
Trade and other receivables and prepayments
1,585
2,804
Trade and other payables and employee benefits
(5,824)
14,253
Inventories
(3,173)
(626)
Net cash flows from operating activities61,433
71,315
RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
31
Statement of compliance
These financial statements for the year ended 1 August 2021 have been prepared in accordance with Generally
Accepted Accounting Practice (GAAP). They comply with New Zealand equivalents to International Financial
Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices that
are applicable to entities that apply NZ IFRS. The financial statements comply with International Financial
Reporting Standards (IFRS).
Basis of preparation of financial statements
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
The reporting currency used in the preparation of these financial statements is New Zealand dollars,
rounded where necessary to the nearest thousand dollars.
Entities reporting
The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein
Glasson Holdings Limited and subsidiaries, together they are referred to in these financial statements as ‘the
Group’. The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies
are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the Group.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
1. BASIS OF PREPARATION
This section presents a summary of information considered relevant and material to assist the reader in understanding
the foundations on which the financial statements as a whole have been compiled. Accounting policies specific to
notes shown in other sections are disclosed in a shaded box and are included as part of that particular note.
1.1 GENERAL INFORMATION
Reporting entity
Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”)
is a retailer of men’s and women’s clothing in New Zealand and Australia.
The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its
registered office is Level 3, 235-237 Broadway Newmarket, Auckland.
Statutory base
Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC
reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the
New Zealand Stock Exchange (NZX). The financial statements of the Group have been prepared in accordance
with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
The financial statements were approved for issue by the Board of Directors on 30 September 2021.
1.2 GENERAL ACCOUNTING POLICIES
20212020
Hallenstein Bros Limited
100%
100%Retail of menswear in New Zealand
Hallenstein Brothers Australia Limited
100%
100%Retail of menswear in Australia
Glassons Limited
100%
100%Retail of womenswear in New Zealand
Glassons Australia Limited
100%
100%Retail of womenswear in Australia
Retail 161 Limited
100%
100%Non trading company
Retail 161 Australia Limited
100%
100%Non trading company
Hallenstein Properties Limited
100%
100%Property ownership in New Zealand
PRINCIPAL SUBSIDIARIES
INTEREST HELD BY
PARENT AND GROUP
PRINCIPAL ACTIVITIES
INVESTMENTS IN SUBSIDIARIES
32
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the
revaluation of land and buildings and financial assets and liabilities (including derivative instruments)
measured at fair value.
Critical accounting estimates, judgements and assumptions
The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying
the Group’s accounting policies.
Property, plant and equipment: The Group has assessed whether the carrying value of its property, plant
and equipment has suffered any impairment since they were acquired. The recoverable amounts of cash
generating units (at a subsidiary level) have been determined based on value in use calculations. These
calculations require the use of estimates and projections of future operating performance.
Inventory provision: The Group assess the inventory provision using management judgement which
considers a range of factors including the review of historical data, the age of inventory and current
selling price trends to determine the appropriateness of the provision.
Revaluation of land and buildings: The fair value of the Group’s land and buildings is determined by the
Board following an independent valuation undertaken at least every three years. The basis of the valuation
is assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an
income capitalisation approach. The key assumptions are disclosed in note 4.2. The Valuers have reported
on the basis of ‘market uncertainty’ meaning that there remains uncertainty in the market because of
the longer term economic impacts of COVID-19 but not to the extent that there is a “material valuation
uncertainty” as in the prior year. The Valuers commented in the valuation report that, for the avoidance
of doubt, the inclusion of the ‘market uncertainty’ declaration does not mean that the valuation cannot be
relied upon. Rather, it has been used in order to be clear and transparent with all parties that, the current
extraordinary circumstances, there is a higher degree of uncertainty than would otherwise be the case.
Further, the Valuers continue to state that values may change more rapidly and significantly than during
standard market conditions, and recommend their valuations are reviewed periodically to reflect the
duration and severity of impaction COVID-19 has on New Zealand’s economy.
Revaluation of investment property: The fair value of the Group’s investment property is determined by
the Board following an independent valuation undertaken annually. The basis of the valuation is assessed
within a range indicated by two valuation approaches: discounted cash flow analysis and an income
capitalisation approach. The key assumptions are disclosed in note 4.3. The Valuers have reported on the
basis of ‘market uncertainty’ meaning that there remains uncertainty in the market because of the longer
term economic impacts of COVID-19 but not to the extent that there is a “material valuation uncertainty”
as in the prior year. The Valuers commented in the valuation report that, for the avoidance of doubt, the
inclusion of the ‘market uncertainty’ declaration does not mean that the valuation cannot be relied upon.
Rather, it has been used in order to be clear and transparent with all parties that, the current extraordinary
circumstances, there is a higher degree of uncertainty than would otherwise be the case. Further, the
Valuers continue to state that values may change more rapidly and significantly than during standard
market conditions, and recommend their valuations are reviewed periodically to reflect the duration
and severity of impaction COVID-19 has on New Zealand’s economy.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
Items included in the financial statements of each of the Group’s operations are measured using the
currency of the primary economic environment in which it operates (‘the functional currency’). The
financial statements are presented in New Zealand dollars, which is the Group’s presentational currency.
Transactions and balances
The results and financial position of all the Group entities that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet; and
(b) income and expenses for each statement of comprehensive income are translated at average
exchange rates.
All resulting exchange differences are recognised in the statement of comprehensive income.
1. BASIS OF PREPARATION (CONTINUED)
33
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
1. BASIS OF PREPARATION (CONTINUED)
1.3 SIGNIFICANT EVENTS AND TRANSACTIONS
On 11 March 2020, the World Health Organisation declared COVID-19 to be a global pandemic. COVID-19
has impacted the health and wellbeing of people around the world and in turn the outbreak and the
associated restrictions put in place to fight the virus have brought disruptions and uncertainties to
businesses and economies globally.
The New Zealand Government’s overall public health strategy in respect of the COVID-19 pandemic
affecting New Zealand was elimination with the overall goal to stop community transmission in
New Zealand.
During the financial year ended 1 August 2021, the Group has been impacted by various restrictions put in
place by both the New Zealand and Australian Governments, resulting in store closures for periods of time
aligned to Government’s requirements. The Group has abided by rules & regulations put in place to ensure
the ongoing safety of employees and customers.
Since the outbreak of COVID-19, the Group’s focus has been on remaining agile and meeting the needs of
our employees and customers. During periods of store closures, an increased focus has been placed on
the e-commerce side of the business, resulting in significant year on year growth in online sales.
The Group has worked closely with its suppliers to ensure inventory is well controlled and has worked
with landlords to share the impact the store closures have on both parties.
Certain key judgements and estimates are applied in the annual financial statements. The Directors have
assessed the impact of COVID-19 on these judgements and estimates and concluded that limited changes
are necessary. The following key matters were considered and undertaken with regards to the financial
impact of COVID-19 on the 1 August 2021 consolidated financial statements:
— Colliers International, Fordbaker Valuation and TelferYoung Property Valuers & Advisors undertook
valuations of the Groups owned land and buildings as at 1 August 2021. Despite all owned land &
buildings being valued in the prior financial year, due to the conclusions by all valuers of a “material
valuation uncertainty”, it was deemed appropriate to have all properties valued again as at 1 August
2021. All valuers noted the increased “market uncertainty”, however the risk was downgraded from the
“material valuation uncertainty noted in the prior year. This gives the Group greater certainty of the
valuation of its owned land & buildings as at 1 August 2021. Further details are included in note
4.2 Property, plant & equipment, and note 4.3 Investment property.
— As part of its response to COVID-19, the New Zealand and Australian Governments provided wage
subsidies over a specific calendar period to eligible businesses to allow those businesses to retain
employees when they were closed or suffered reduced trading due to COVID-19. The Group has applied
NZ IAS 20 Accounting for Government Grants and Disclosure of Government Assistance in accounting
for the funds received from the COVID-19 Wage Subsidy. Government wage subsidies received have
been accounted for as government grants and offset against the expenses to which they relate in the
same period as they are incurred as disclosed in note 2.2.
— Given the impact of COVID-19 the Group performed impairment testing at a store level to ensure
there was no risk to the recoverability of the carrying value of fixed assets and right of use assets.
The Group used discounted cash flow forecasts as required. Following a review of store performance
and consideration of other impairment indicators, the Group has identified three stores where indicators
of impairment exist as at 1 August 2021.Further impairment testing was performed with a write down
recognised against the associated stores right-of-use assets. Refer to notes 4.1 and 4.2. No material
impairment was identified.
— Due to the ongoing restrictions in both New South Wales and Victoria, and with the Level 4 lockdown
in New Zealand subsequent to year end, the Group assessed its inventory and identified additional
provisions were required where items were expected to be sold at below cost. This additional provision
has been recorded in cost of sales in the Statement of Comprehensive Income, and makes up part of the
stock obsolescence provision as shown in note 3.2.
34
1. BASIS OF PREPARATION (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
Since the initial impact of COVID-19 the business has taken and continues to take a number of steps to
preserve liquidity including:
— Monitoring closely the planned stock intake and aligning it with the sales demand.
— Reducing operating costs.
— Supplier payment terms have been amended. The impact of extended payment terms in 2020
has resulted in an increase in payments to suppliers in 2021.
— Applying for the New Zealand Government funded wage subsidy and Australian Jobkeeper payments.
— Placing capital projects on hold where appropriate.
— Rent relief was applied for from all landlords for the periods the stores were unable to trade.
At 1 August 2021 there are still negotiations to conclude due to the ongoing disruptions
throughout the year.
— Negotiating with landlords to align appropriate arrangements to reflect the changing
market conditions.
— Directors, Executives and Leadership Teams agreed to a short-term reduction of their
salaries in 2020.
— No interim dividend was declared in April 2020. The interim dividend was reassessed after the
end of the Groups previous financial year and was paid on 4 September 2020.
— The announcement of the final dividend for the year ended 1 August 2021 has been delayed
while the impact of the current restrictions in both New Zealand and Australia are assessed.
The above actions have resulted in a strong liquidity position as disclosed in note 3.1 Cash and
cash equivalents.
35
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
2. PERFORMANCE
2.1 SEGMENT INFORMATION
The Board of Directors considers the business from both a product and geographic perspective as follows:
— Hallenstein Bros Limited (New Zealand) and Hallenstein Brothers Australia Limited (Australia)
— Glassons Limited (New Zealand)
— Glassons Australia Limited (Australia)
— Hallenstein Properties Limited (New Zealand) (Property)
The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from
external parties reported to the Board of Directors are measured in a manner consistent with that in the
statement of comprehensive income. There are no significant revenues derived from a single external customer.
SEGMENT RESULTS
For the year ended 1 August 2021
Operating segments are reported in a manner consistent with the internal reporting provided to the Board
of Directors. The Board of Directors is the chief operating decision maker and is responsible for allocating
resources and assessing performance of the operating segments and they delegate that authority through
the Group Chief Executive Officer.
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIA
HALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Sales revenue from
external customers
119,911133,64797,201--350,759
Cost of sales
(53,887)(53,855)(41,807)--(149,549)
Finance income
221569--106
Finance expenses
(999)(678)(752)-(1)(2,430)
Depreciation and
software amortisation
(11,372)(12,699)(10,731)(348)(17)(35,167)
Profit/(loss) before income tax
16,07523,5166,690679(8)46,952
Income tax (expense)/benefit
(4,522)(7,095)(1,872)(145)2(13,632)
Net profit/(loss) after income tax
11,55316,4214,818534(6)33,320
BALANCE SHEET
Current assets
18,74720,33924,0134,8471,87269,818
Non-current assets
48,68830,67627,90422,38210129,660
Current liabilities
18,05620,41117,8163277456,684
Non-current liabilities
24,26214,87114,508--53,641
Purchase of property, plant and
equipment and intangibles
2,6273,3521,9074-7,890
36
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
2. PERFORMANCE (CONTINUED)
SEGMENT RESULTS
FOR THE YEAR ENDED 1 AUGUST 2020
2.2 INCOME AND EXPENSES
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Sales revenue from
external customers
102,59796,68688,480--287,763
Cost of sales
(43,918)(37,777)(36,819)--(118,514)
Finance income
372065-3125
Finance expenses
(1,110)(647)(812)--(2,569)
Depreciation and
software amortisation
(10,032)(11,272)(10,064)(357)-(31,725)
Profit before income tax
16,33613,4136,2287351936,731
Income tax (expense)/benefit
(4,136)(4,057)(1,746)986(4)(8,957)
Net profit after income tax
12,2009,3564,4821,7211527,774
BALANCE SHEET
Current assets24,39518,12626,4905,3853,57677,972
Non-current assets50,09533,54731,09218,70612133,452
Current liabilities22,74822,26120,2303767165,686
Non-current Liabilities26,17015,67116,795--58,636
Purchase of property, plant and
equipment and intangibles
6,3673,9591,5027-11,835
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,
excluding Goods and Services Tax, rebates and discounts and after eliminating sales within the Group.
Revenue is recognised as follows:
Sales of goods — Retail
Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store
sales, control passes to the customer at point of sale. For online sales, the order and the delivery to the
customer are considered to comprise a single performance obligation, therefore control passes to the
customer when the goods are delivered. Retail sales are usually in cash, credit card, debit card or by
various pay later services. The recorded revenue is the gross amount of sale (excluding GST), including
credit card fees and service fees payable for the transaction. Such fees are included in selling expenses.
The Group offers customers the option of purchasing gift cards. This is considered deferred revenue until
such time where the customer redeems the gift card on future purchases. A contract liability for the purchase
of a gift card is recognised at the time of the sale. Revenue is recognised when the gift card is redeemed
or when they expire. As at 1 August 2021, the gift card liability balance recognised under “Other payables”
was $3.051M (2020: $2.342M, 2019: $2.017M). $1.053M of the opening balance was redeemed or expired
in the current year.
Interest income
Interest income is recognised using the effective interest method.
Rental income
Rental income from operating leases (net of any incentives) is recognised on a straight line basis
over the lease term.
37
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
2. PERFORMANCE (CONTINUED)
INCOME AND EXPENSES
Profit before income tax includes the following specific income and expenses:
$’00020212020
Other operating income
Rental income
260
229
Insurance proceeds
57
19
Net fair value gain on investment property
160
244
Gain on sale of land and buildings
-
1,006
Expenses
Occupancy costs
1,425
5,731
Impairment expense
253
-
Audit of financial statements
PwC New Zealand
189
169
Other services
Performed by PwC New Zealand
1
5
12
Performed by PwC Australia
2
20
25
Directors’ fees
695
585
Wages, salaries and other short term benefits
3
58,521
44,965
Depreciation of property, plant and equipment
9,981
9,816
Depreciation of right of use assets
24,884
21,644
Amortisation of software
302
265
Total depreciation and amortisation
35,167
31,725
Interest on leases
2,430
2,569
Loss on sale of property, plant and equipment
48
59
DIVIDENDS2021202020212020
Cents per
share
Cents per
share
$’000
$’000
Interim dividend for the year ended 1 August 2020
15.008,947
Final dividend for the year ended 1 August 2020
24.0014,316
Interim dividend for the year ended 1 August 2021
23.0013,719
Final dividend for the year ended 1 August 201924.0014,316
62.00
24.00
36,982
14,316
2.3 DIVIDENDS
Provision is made for the amount of any dividend declared on or before the balance date but not distributed
at balance date.
All dividends paid were fully imputed. Supplementary dividends of $373,763 (2020: $175,065) were paid to
shareholders not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.
1
Amount paid in respect of tax compliance and tax advisory services provided in New Zealand.
2
Amount paid in respect of tax compliance and tax advisory services provided in Australia.
3
Wages, salaries and other short term benefits includes job keeper benefit from the Australian government of
$2.139M (2020: Wage subsidy benefit from the New Zealand government of $5.079M and job keeper benefit
from the Australian government of $4.980M was recognised). $3.875M was received in cash during the year
(2020: $8.424M).
38
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
BASIC
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average
number of ordinary shares outstanding during the year.
DILUTED
Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of
ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are no
options convertible into shares as at 1 August 2021 (2020: Nil).
The carrying amount of cash and cash equivalents equals the fair value.
3. WORKING CAPITAL
3.1 CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, EFTPOS (electronic funds transfer point of sale)
transactions which have not been cleared by the bank at balance date, deposits held at call with financial
institutions, other short-term highly liquid investments with original maturities of three months or less
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value, and bank overdrafts.
Statements of cash flows
The following are the definitions of the terms used in the statement of cash flows:
(I.) Cash comprises cash and cash equivalents.
(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property,
plant and equipment, investments and employee advances.
(III.) Financing activities are those activities which result in changes in the size and composition of the capital
structure of the Group. This includes lease payments, equity and debt not falling within the definition of
cash. Dividends paid are included in financing activities.
(IV.) Operating activities include all transactions and other events that are not investing or financing activities.
Earnings per share
$’00020212020
Profit after tax
33,320
27,774
Weighted average number of ordinary shares outstanding
59,649
59,649
Basic and diluted earnings per share (cents per share)
55.86
46.56
Cash and cash equivalents
$’00020212020
Cash at bank
32,692
37,237
Short term bank deposits
6,447
12,342
Cash on hand
65
63
Total cash and cash equivalents39,204
49,642
2. PERFORMANCE (CONTINUED)
Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the period, adjusted for
bonus elements in ordinary shares issued during the period.
2.4 EARNINGS PER SHARE
39
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 20201
3.2 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted
average method and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course of
business, less applicable variable selling expenses, excluding borrowing costs.
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of the remaining lease payments.
Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount
of the lease liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated
using the straight-line method from the commencement date to the end of the lease term.
The group leases retail stores under non-cancellable operating leases expiring within one to eight years.
There is a small portion of lease contracts which contain renewal rights. In considering the lease term for
these contracts, the Group has determined that rights of renewals are not reasonably certain to be exercised
due to the nature and location of the stores and the changing retail environment. It is the Group’s strategy
to renegotiate the terms of all leases at their expiry instead of exercising renewal rights. This agile strategy
is enabled by having stores relatively small in size and not highly customised, and therefore relatively straight
forward to move locations. In addition, with the current retail market uncertainty and the continuing growth
of online sales compared to store sales, the Group needs to maintain a degree of flexibility.
Both right-of-use assets and lease liabilities are discounted applying the interest rate implicit in the lease.
If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar
economic environment with similar terms and conditions.
In response to the COVID-19 pandemic the International Accounting Standards Board has issued
amendments to IFRS 16 Leases to allow lessees not to account for rent concessions as lease
modifications if they are a direct consequence of COVID-19 and meet certain conditions.
The practical expedient will only apply if:
— the revised consideration is substantially the same or less than the original consideration;
— the reduction in lease payments relates to payments due on or before 30 June 2022; and
— no other substantive changes have been made to the terms of the lease.
The Group adopted this practical expedient in the year ended 1 August 2020 and has applied it to
all eligible rent concessions in the year ended 1 August 2021.
Inventory adjustments are provided at year end for stock obsolescence within cost of sales in the Statement
of Comprehensive Income.
The cost of inventories recognised as an expense and included in cost of sales amounted to $149,308,971
(2020: $118,256,459).
Inventories
$’00020212020
Finished goods
29,235
25,063
Inventory adjustments
(1,425)
(426)
Net inventories27,810
24,637
3. WORKING CAPITAL (CONTINUED)
4. LONG TERM ASSETS
4.1 LEASES
40
The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
4. LONG TERM ASSETS (CONTINUED)
Right of use assets
$’00020212020
Opening net book value
73,628
75,845
Depreciation
(24,884)
(21,644)
Additions
19,026
18,805
Impairment
(253)
-
FX impact
(294)
622
Carrying amount 67,223
73,628
Lease liabilities
$’000
20212020
Opening lease liabilities85,663
82,796
Lease modifications and additions
19,149
20,411
Interest for the period
2,430
2,569
Lease payments made
(27,841)
(19,561)
Covid-19 rent abatements received to date
(2,369)
(1,281)
FX impact
(400)
729
Closing lease liabilities 76,632
85,663
Current lease liability
22,991
27,027
Non-current lease liability
53,641
58,636
Total future lease liabilities 76,632
85,663
Short term leases where the Group is the lessee
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the profit and loss in the Statement of Comprehensive Income on a straight line
basis over the period of the lease.
The Group is the lessor
Assets leased to third parties under operating leases are included in Investment Property in the Statement of
Financial Position. Rental income (net of any incentives given to lessees) is recognised on a straight line basis
over the lease term. Lease receivables are disclosed under Note 4.3 Investment Property.
41
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
Lease liabilities maturity analysis for the year ended 1 August 2021
$’000
MINIMUM LEASE
PAYMENTS
INTERESTPRESENT
VALUE
Due within one year
24,820 (1,829) 22,991
One to two years
20,739 (1,224) 19,515
Two to five years
32,706 (1,248) 31,458
Later than five years
2,710 (42) 2,668
Total 80,975 (4,343) 76,632
Current
22,991
Non-current
53,641
Total 76,632
Lease related expenses included in the income statement:
$’000
20212020
Depreciation
24,884
21,644
Rent on short-term leases
3,794
7,012
Covid-19 rent abatements received to date
(2,369)
(1,281)
Interest on leases
2,430
2,569
Total 28,739
29,944
$’000
20212020
At balance data the future aggregate minimum lease commitments was as follows:
Due within one year
-
1,286
Total operating lease commitments-
1,286
4. LONG TERM ASSETS (CONTINUED)
Lease commitments
The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2021.
Lease liabilities maturity analysis for the year ended 1 August 2020
$’000
MINIMUM LEASE
PAYMENTS
INTERESTPRESENT
VALUE
Due within one year 29,097 (2,070) 27,027
One to two years
21,411 (1,434) 19,977
Two to five years 35,307 (1,641) 33,666
Later than five years 5,122 (129) 4,993
Total
90,937 (5,274) 85,663
Current 27,027
Non-current 58,636
Total 85,663
Lease payments included in the cash flow statement:
$’000
20212020
Interest paid on leases (operating activities)
2,430
2,569
Payments for lease liabiities principal (financing activities)
25,411
16,992
Total cash outflows from leases 27,841
19,561
42
RECOGNITION AND MEASUREMENT
Land and buildings were valued on 1 August 2021 by Telfer Young (Hawkes Bay) Ltd, Fordbaker Valuation
Limited and Colliers International who are independent registered valuers and associates of The New
Zealand Institute of Valuers. The valuers have recent experience in the location and category of the item
being valued. The fair values of the assets represent the estimated price for which a property could be sold
on the date of valuation in an orderly transaction between market participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: Income
capitalisation approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuers to
arrive at fair value.
Valuation approachDescription of the valuation approach
Income capitalisation
approach
A valuation methodology which determines fair value by capitalising
a property’s sustainable net income at an appropriate, market derived
capitalisation rate (yield). Unobservable inputs within the income capitalisation
approach include:
a) Net Market Rent which is the annual amount for which a tenancy within a
property is expected to achieve under a new arm’s length leasing transaction
after deducting a fair share of property operating expenses
b) Capitalisation Rate (yield) which is the rate of return, determined through
analysis of comparable, market related sales transactions which is applied
to a property’s sustainable net income to derive value.
Discounted cash
flow analysis
With the discounted cash flow approach (DCF) a cash flow budget is
established for the property over a ten-year time horizon. Within the cash flow
an allowance is made for rental growth as well as deducting costs associated
with property ownership. A terminal value is also estimated and the cash flows
are discounted at a market rate to arrive at a net present value.
Unobservable inputs within the discounted cash flow approach include:
a) The discount rate which is the rate determined through analysis of
comparable market related sales transactions which is applied to a
property’s future net cash flows to convert those cash flows into a
present value.
b) The terminal capitalisation rate which is the rate which is applied to a
property’s sustainable net income at the end of an assumed holding period
to derive an estimated market value.
c) Rental growth rate which is the annual growth rate applied to market rent
over an assumed holding period.
d) Expenses growth which is the annual amount applied to property operating
expenses over an assumed holding period.
4.2 PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
4. LONG TERM ASSETS (CONTINUED)
The revaluation surplus net of applicable deferred income taxes was credited to other comprehensive
income and is shown in the asset revaluation reserve in shareholders’ equity.
At each reporting date, where a valuation report is not obtained the most recent valuation reports are
reviewed by the management team. The review focuses on checking material movements and ensuring
all additions and disposals are captured and that there have been no material changes to the underlying
assumptions on which the valuations are based.
Due to the impact of COVID-19 on the local and global economy, valuations have been completed noting
varying degrees of “market uncertainty” exist. A market value is “as at the valuation date” and is based
on events and evidence up to that date.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year
there were no transfers between levels of the fair value hierarchy.
43
Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in
determining fair value. These are summarised in the table below:
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
RANGE OF SIGNIFICANT
UNOBSERVABLE INPUTS
CLASS OF
PROPERTY
INPUTS USED TO
MEASURE FAIR VALUE
20212020SENSITIVITY
Land and
Buildings -
Retail
Net Market Rent
$418 per m2
$433 per m2
The higher the market rent and
growth rate, the higher the fair value
Rental growth rate
0.0% - 2.50%
0.0% - 2.50%
Capitalisation rate (yield)
5.75%
6.24%
The higher the capitalisation rates and
discount rate, the lower the fair value.
Discount rate
7.11%
8.05%
Terminal capitalisation
rate
6.50%
6.75%
Expenses growth
1.4% - 2.5%
0.40% - 2.50%
The higher the expenses, the lower
the fair value.
20212020
Land and
Buildings -
Warehouse
Net Market Rent
$110 - $146 per m2
$104 - $143 per m2
The higher the market rent and growth
rate, the higher the fair value
Rental growth rate
2.0% - 3.0%
0.0% - 5.50%
Capitalisation rate (yield)
3.88% - 5.75%
5.00% - 6.37%
The higher the capitalisation rates and
discount rate, the lower the fair value.
Discount rate
5.25% - 5.75%
6.63% - 6.75%
Terminal capitalisation
rate
4.13% - 6.75%
5.25% - 6.75%
Expenses growth
0.2% - 2.2%
1.06% - 4.21%
The higher the expenses, the lower
the fair value.
4. LONG TERM ASSETS (CONTINUED)
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive
income and shown as an asset revaluation reserve in shareholders’ equity. Decreases that offset previous increases
of the same asset are charged in other comprehensive income and debited against the asset revaluation reserve
directly in equity; all other decreases are charged to the statement of comprehensive income.
All other property, plant and equipment is stated at historical cost less depreciation and impairment. Historical
cost includes expenditure that is directly attributable to the acquisition of the items. This cost includes labour
attributable to bringing the assets to the location and working condition for its intended use.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate
their cost, net of their residual values, over their estimated useful lives, as follows:
— Buildings 67 years
— Plant and equipment 2 — 5 years
— Furniture, fittings and office equipment 5 — 10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.
Impairment
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount. Assets that are subject to amortisation are reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable, for example a planned store closure, withdrawal from a business segment, or assessment of loss
making stores. Assets are grouped at the lowest levels for which there are separately identifiable cash flows;
a stores assets is the relevant cash generating unit. If, in a subsequent period, the amount of the impairment
loss decreases and it can be related objectively to an event occurring after the impairment was recognised,
the reversal of the previously recognised impairment loss is recognised in the consolidated statement of
comprehensive income.
44
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
4. LONG TERM ASSETS (CONTINUED)
FOR THE YEAR ENDED 1 AUGUST 2020
FOR THE YEAR ENDED 1 AUGUST 2021
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV8,30316,21618,4835,95648,958
Additions
- - 5,1172,3217,438
Disposals
- - (122)(37)(159)
Depreciation
- (429)(6,670)(2,882)(9,981)
Revaluations
2,7423,027 - - 5,769
Closing NBV11,04518,81416,8085,35852,025
Cost/valuation
11,04518,81466,20024,208120,267
Accumulated depreciation
- - (49,392)(18,850)(68,242)
Closing NBV11,04518,81416,8085,35852,025
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV9,48715,63318,5205,89949,539
Additions
-
2,0146,6322,94311,589
Disposals
(1,650)
(2,059)(68)(74)(3,851)
Depreciation
-
(403)(6,601)(2,812)(9,816)
Revaluations
466
1,031 - - 1,497
Closing NBV8,30316,21618,4835,95648,958
Cost/valuation
8,30316,21662,63422,495109,648
Accumulated depreciation
-
- (44,151)(16,539)(60,690)
Closing NBV8,30316,21618,4835,95648,958
The value in use calculation evaluates recoverability based on the stores’ forecasted discounted cash
flows, which incorporate estimated sales, margin & expense growth based upon current plans for the store.
Key assumptions in the determination of recoverable amount are:
— the estimate of future cash flows of the store incorporating reasonable sales growth and margin
improvement; and
— the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the
forecast cash flows.
Following a review of store performance and consideration of other impairment indicators, the Group has
identified two stores where indicators of impairment exist as at 1 August 2021. Further impairment testing
was performed with a write down recognised against the associated stores right-of-use assets. Refer to
note 4.1. No material impairment was identified.
Disposal
Gains and losses on disposals are determined by comparing proceeds with the carrying amount.
These are included in the Statement of Comprehensive Income.
45
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
$’000
20212020
Land
4,270
4,270
Buildings
12,792
12,792
Cost
17,062
17,062
Accumulated depreciation
(2,226)
(1,970)
Net book amount14,836
15,092
If land and buildings were stated on a historical cost basis, the amounts would be as follows:
FOR THE YEAR ENDED 1 AUGUST 2021
4. LONG TERM ASSETS (CONTINUED)
4.3 INVESTMENT PROPERTY
Recognition and measurement
Investment property consists of a portion of land and buildings for the purpose of retail. Land and
buildings were valued on 1 August 2021 by Telfer Young (Hawkes Bay) Ltd who are independent
registered valuers and associates of The New Zealand Institute of Valuers. The valuers have recent
experience in the location and category of the item being valued. The fair values of the assets represent
the estimated price for which a property could be sold on the date of valuation in an orderly transaction
between market participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches:
Income capitalisation approach and discounted cash flow analysis. These valuation approaches and
the key assumptions used by the valuers to arrive at fair value have been summarised in Note 4.2.
The revaluation surplus of Investment Property was credited to other income in the Statement of
Comprehensive Income. Subsequent revaluation surpluses or losses will be recognised through
Statement of Comprehensive Income.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the
year there were no transfers between levels of the fair value hierarchy.
Both the income capitalisation approach and discounted cash flow analysis contain unobservable
inputs in determining fair value. These are summarised in Note 4.2.
Due to the impact of COVID-19 on the local and global economy, valuations have been completed
noting varying degrees of “market uncertainty” exist. A market value is “as at the valuation date”
and is based on events and evidence up to that date.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Group and the cost of the item can be measured reliably.
Lease receivables
The Group owns rental property that it leases under non-cancellable operating lease agreements to external parties.
Leases reflect normal commercial arrangements with varying terms and renewal rights.
The future minimum rental payments receivable under these leases is as follows:
Investment Property
$’000
20212020
Opening balance
3,212
2,968
Net gain / (loss) from fair value adjustment
160
244
Closing balance3,372
3,212
$’000
20212020
Due within one year
229
193
One to two years
162
148
Two to five years
201
304
Total lease receivables
592
645
46
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
5. EQUITY
5.1 SHARE CAPITAL
Ordinary shares are classified as capital, net of treasury stock.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
Treasury stock
Shares purchased on market under the executive share scheme are treated as treasury stock on acquisition
at cost. On vesting to the employee, treasury stock shares are credited to equity and an employee loan is
recorded initially at fair value and subsequently at amortised cost.
Reserves
The asset revaluation reserve records revaluations of property, net of tax. The cash flow hedge reserve
records the fair value of derivative financial instruments, net of tax that meet the hedge accounting criteria.
The Share Option reserve is used to record the accumulated value of unvested share rights arising from the
executive share scheme which have been recognised in the statement of comprehensive income.
2021202020212020
SHARES
SHARES
$000’s
$000’s
Balance at beginning of year59,563,060
59,529,827
29,059
28,974
Purchase of treasury stock
(297,000)
-
(1,964)
-
Dividends
-
-
74
27
Share options exercised
86,001
33,233
188
58
Balance at end of year59,352,061
59,563,060
27,357
29,059
Representing:
Share capital
59,649,061
59,649,061
29,279
29,279
Treasury stock (net of dividends)
(297,000)
(86,001)
(1,922)
(220)
Total59,352,061
59,563,060
27,357
29,059
CONTRIBUTED EQUITY
All shares are fully paid and rank equally.
47
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
The Company operates an employee share scheme for certain senior executives to purchase ordinary shares
in the Company.
The Company provides the employees with limited recourse loans on an interest free basis to assist
employees’ participation.
The loans are applied to purchase shares on market and the shares are treated as treasury stock.
The loan amount is the total market value of the shares plus any commission applicable on the date of
purchase.
Any dividends payable on the shares are applied towards the repayment of the advance.
Shares purchased under the scheme are held by two directors as custodians and vest three years from the
date of purchase. In the event the employee leaves the company during the vesting period, the loan is repaid
by selling the shares on market. Any gain or loss arising from the sale of shares is included in equity. Refer to
note 5.1 for further detail on treasury stock.
In accordance with NZ IFRS 2 this scheme is an equity-settled scheme.
The model inputs for shares issued during the year ended 1 August 2021 included a share issue price ranging
between $6.01 - $7.60, an expected price volatility ranging between 33% - 42%, a risk free interest rate
ranging between 0.10% - 0.54% and an estimated 3 year vesting period (2020: No shares were issued).
Executive share schemeYEAR ENDED 1 AUGUST 2021YEAR ENDED 1 AUGUST 2020
Number
of shares
Purchase /
(sale) price
Number
of shares
Purchase /
(sale) price
Balance at beginning of financial year
86,001$3.49
119,234$3.35
Purchased on market during the year
297,000$6.61
--
Exercised during the year
(86,001)$3.49
(33,233)$3.01
Balance at end of financial year
297,000$6.61
86,001$3.49
Percentage of total shares held by scheme
0.50%
0.14%
Equity settled share-based compensation benefits are provided to employees in accordance with the
Group’s executive share scheme. The fair value of share rights granted under the scheme is recognised as an
employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date
and recognised over the period during which the employees become unconditionally entitled to the share
rights.
The fair value at grant date of the share rights are determined using a Black Scholes Pricing model that
takes into account the exercise price, the term of the share right, the vesting and performance criteria, the
non-tradable nature of the share right, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the share right.
At each balance date, the Group revises its estimate of the number of share rights that are expected to
become exercisable. The employee benefit expense recognised each period takes into account the most
recent estimate.
Upon the vesting of share rights, the balance of the share option reserve relating to the share rights is
transferred to retained earnings.
5. EQUITY (CONTINUED)
5.2 EXECUTIVE SHARE SCHEME
48
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
6. TAXATION
6.1 INCOME TAX EXPENSE
The statement of comprehensive income and statement of cash flows have been prepared so that all
components are stated exclusive of GST. All items in the statement of financial position are stated net of GST,
with the exception of receivables and payables, which include GST invoiced.
GOODS AND SERVICES TAX (GST)
The income tax expense or revenue for the period is the tax payable or receivable on the current period’s
taxable income based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities
and their carrying amounts in the financial statements and unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception
is made for certain temporary differences arising from the initial recognition of an asset or a liability. No
deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in operations where the company is able to control the timing of the reversal of
the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity
Income tax expense
$’000
20212020
The tax expense comprises:
Current tax expense
14,667
11,941
Deferred tax expense (note 6.2)
– Future tax benefit current year
(1,035)
(3,036)
– Prior period adjustment
-
52
Total income tax expense13,632
8,957
Reconciliation of income tax expense to tax rate applicable to profits
Profit before income tax expense
46,952
36,731
Tax at 28% (2020: 28%)
13,147
10,285
Tax effect of:
– Income not subject to tax
(45)
(236)
– Expenses not deductible for tax
49
26
– Adjustment due to different rate in different jurisdictions
481
280
– Prior period adjustment
-
52
– Reinstatement of tax base on buildings
-
(1,450)
Total income tax expense13,632
8,957
The effective tax rate for the year was 29.0% (2020: 24.4%)
The Group has no tax losses (2020: NIL) and no unrecognised temporary differences (2020: NIL).
49
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
The tax (charge)/credit relating to components of other comprehensive income are as follows:
The above amounts represent the balance of the imputation account as at the end of the reporting period,
adjusted for:
— Imputation credits that will arise from the payment of the provision for income tax;
— Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting
date; and
— Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
$’00020212020
BEFORE
TAX
TAX
(CHARGE)
/ CREDIT
AFTER
TAX
BEFORE
TAX
TAX
(CHARGE)
/ CREDIT
AFTER
TAX
Gains (net of tax) on revaluation
of land and buildings
5,769(848)4,921
1,49791,506
Fair value gain / (loss) (net of tax)
in cash flow hedge reserve
3,355(970)2,385
(4,176)1,203(2,973)
Increase in share option reserve
109-109
26-26
6.2 DEFERRED TAX
$’000
20212020
Amounts recognised in profit or loss
Depreciation
4,601
3,888
Provisions and accruals
1,625
1,698
Net lease liability
1,302
876
7,528
6,462
Amounts recognised directly in equity
Asset revaluation reserve
(848)
9
Cash flow hedges
(206)
763
Total amount recognised6,474
7,234
Movements
Balance at beginning of year
7,234
3,024
Credited to the income statement
1,058
2,998
(Charged)/credited to equity
(1,818)
1,212
Balance at end of the year6,474
7,234
6.3 IMPUTATION CREDITS
$’000
20212020
Imputation credits available for subsequent reporting periods
3,777
17,131
6. TAXATION (CONTINUED)
50
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
7. OTHER
7.1 EMPLOYEE BENEFITS
WAGES AND SALARIES, ANNUAL LEAVE AND SICK LEAVE
Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the reporting date are recognised in other payables in
respect of employees’ services up to the reporting date and are measured at the amounts expected to be
paid when the liabilities are settled. Liabilities for non accumulating sick leave are recognised when the
leave is taken and measured at the rates paid or payable.
7.2 CONTINGENCIES
Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business
on which no loss is anticipated are as follows:
Letters of credit
Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of
the same value representing inventories purchased.
7.3 RELATED PARTY TRANSACTIONS
During the year, the Company advanced and repaid loans to its subsidiaries by way of internal current
accounts. In presenting the financial statements of the Group, the effect of transactions and balances
between fellow subsidiaries and those with the Parent have been eliminated. All transactions with related
parties were in the normal course of business and provided on commercial terms
The Group undertook transactions with the related interests of the majority shareholder as detailed below:
Employee benefits
$’000
20212020
Holiday pay accrual and other benefits
7,131
5,586
20212020
T C Glasson
Rent on retail premises based on independent valuations
2,017
1,800
Contingencies
$’000
20212020
Financial guarantee
456
466
Bank guarantee provided to the New Zealand Stock Exchange Limited
75
75
51
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:
DIRECTORS’ FEESDIVIDENDS
$’000
2021202020212020
Mr T C Glasson
90
89
6,895
2,669
Mr W J Bell
135
133
4
2
Ms K Bycroft
95
93
-
-
Mr M Donovan
**
85
84
58
22
Mr G Popplewell
88
84
117
45
Mr M Ford
105
103
6
2
Ms M Devine
*
28
-
-
-
Ms S Vincent
69
-
28
-
Payments to Mr G Popplewell
$’000
20212020
Consulting fees
50
103
$’000
20212020
Short term employee benefits
2,821
2,865
Termination benefits
-
334
Share scheme benefit
109
26
*
Ms M Devine received Non-Executive Directors’ Fees from 1 April 2021. Prior to this date, Ms Devine was
employed by the Group as Managing Director. Short term employee benefits paid to Ms M Devine prior
to 1 April 2021 are included in key management compensation below.
**
Mr M Donovan’s directorship ceased on 20th July 2021.
Key management compensation was as follows:
7. OTHER (CONTINUED)
The Company operates an employee share scheme for certain senior executives and is outlined in Note 5.2.
The Company paid consultants fees to close family members of the Board of Directors during the year ended
1 August 2021. The total consultants’ fees for close family members was $159K (2020: $34K).
52
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
7.4 FINANCIAL RISK MANAGEMENT
Fair value estimation
Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used
to measure fair value. The different levels have been defined as follows:
— Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
— Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
— Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (Level 3).
The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date
of the event or change in circumstances that caused the transfer.
The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair
value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined by using valuation techniques. These valuation techniques maximise the use
of observable market data where it is available and rely as little as possible on entity specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included
within Level 2. Under Level 2 the Group holds forward foreign exchange contracts. The fair value of these
forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date,
with the resulting value discounted back to present value. Refer to note 7.4.4.
The Group’s land and buildings within property, plant and equipment and investment property is classified
as Level 3 in the fair value hierarchy as one or more of the significant inputs into the valuation are not
based on observable market data. Refer to notes 4.2 and 4.3 for more information.
Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently re-measured to their fair value. The method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being
hedged. The company designates certain derivatives as either; (1) hedges of the fair value of recognised
assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast
transactions (cash flow hedges).
The Group documents at the inception of the transaction the relationship between hedging instruments
and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions have been and will continue to be highly
effective in offsetting changes in fair values or cash flows of hedged items.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as
cash flow hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to
the ineffective portion is recognised immediately in the profit and loss component of Statement of
Comprehensive Income.
Amounts accumulated in equity are recycled in the Statement of Comprehensive Income in the periods
when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes
place). However, when the forecast transaction that is hedged results in the recognition of a non-financial
asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity
are transferred from equity and included in the measurement of the initial cost or carrying amount of the
asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is
recognised when the forecast transaction is ultimately recognised in the Statement of Comprehensive
Income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was
reported in equity is immediately transferred to the profit and loss component of the Statement
of Comprehensive Income.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these
derivative instruments are recognised immediately in the Statement of Comprehensive Income.
7. OTHER (CONTINUED)
53
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
7.4.1 FINANCIAL RISK FACTORS
The Group’s activities expose it to various financial risks including, liquidity risk, credit risk, and market risk
(including currency risk and cash flow interest rate risk). The Group’s risk management strategy is to minimise
adverse effects on Comprehensive Income. Derivative financial instruments are used to hedge currency risk.
7.4.2 LIQUIDITY RISK
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow.
At balance date, the Group had $39.204 million (2020: $49.642 million) in cash reserves and accordingly,
management consider liquidity risk to be relatively low.
The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity
groupings based on the remaining period from the statement of financial position to the contractual maturity
date. The cash flow hedge “outflow” amounts disclosed in the table are the contractual undiscounted cash
flows liable for payment by the Group in relation to all forward foreign exchange contracts in place at balance
date. The cash flow hedge “inflow” amounts represent the corresponding inflow of foreign currency back to
the Group as a result of the gross settlement on those contracts, converted using the spot rate at balance
date. The carrying value shown is the net amount of derivative financial liabilities and assets as shown in the
statement of financial position.
Trade payables are shown at carrying value in the table. No discounting has been applied as the impact
of discounting is not significant.
7. OTHER (CONTINUED)
AS AT 1 AUGUST 2021
$’000
LESS THAN 3
MONTHS
3-12
MONTHS
TOTALCARRYING
VALUE
Trade and other payables
21,950-21,95021,950
21,950-21,95021,950
Forward foreign exchange contracts
Cash flow hedges:
- Outflow
(12,943)(10,982)(23,925)(23,925)
- Inflow
13,19011,40724,59724,639
Net247425672714
AS AT 1 AUGUST 2020
$’000
LESS THAN 3
MONTHS
3-12
MONTHSTOTAL
CARRYING
VALUE
Trade and other payables
26,967-26,96726,967
26,967-26,96726,967
Forward foreign exchange contracts
Cash flow hedges:
— Outflow
(22,463)(49,888)(72,351)(72,351)
— Inflow
21,90647,71869,62469,709
Net
(557)(2,170)(2,727)(2,642)
54
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
7. OTHER (CONTINUED)
7.4.4 MARKET RISK
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the
US dollar with the purchase of inventory from overseas suppliers.
The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is
reviewed on a regular basis, and management report monthly to the Board to confirm policy is adhered
to. All committed foreign currency requirements are fully hedged, and approximately 59% (2020: 59%)
of anticipated foreign currency requirements are hedged on a rolling twelve month basis.
The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange
risk arising from future purchases.
7.4.3 CREDIT RISK
Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting
in financial loss to the Group. The Group incurs credit risk from trade receivables and transactions with
financial institutions. The Group places its cash, short-term investments and derivative financial instruments
with high credit quality financial institutions. Retail sales are predominantly settled in cash or by using major
credit cards. 0.1% (2020: 0.2%) of sales give rise to trade receivables. This maximum exposure to credit risk
is the carrying amount of trade receivables.
Concentration of credit risk with respect to debtors is limited due to the large number of customers included
in the Group’s customer base.
The Group does not require collateral or other security to support financial instruments with credit risk.
55
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
7. OTHER (CONTINUED)
Forward exchange contracts — cash flow hedges
These contracts are used for hedging committed or highly probable forecast purchases of inventory.
The contracts are timed to mature during the month the inventory is shipped and the liability settled.
The cash flows are expected to occur at various dates within one year from balance date.
When forward exchange contracts have been designated and tested as an effective hedge the
portion of the gain or loss on the hedging instrument that is determined to be an effective hedge
is recognised directly in equity. These gains or losses will be released in the profit and loss in the
Statement of Comprehensive Income at various dates over the following year as the hedged risk
crystallises.
At balance date the Group had entered into forward exchange contracts to sell the equivalent of
NZ$23.925 million (2020: NZ$72.351 million), primarily in US Dollars. At balance date these contracts
are represented by net assets of $0.714 million (2020: liabilities of $2.642 million). When foreign
exchange contracts are not designated and tested as an effective hedge, the gain or loss on the
foreign exchange contract is recognised in the profit and loss in the Statement of Comprehensive
Income.
At balance date there are no such contracts in place (2020: $Nil).
Interest rate risk
The Group has no interest bearing liabilities. Exposure to interest rate risk arises only from the impact
on income from operating cash flows as a result of interest bearing assets, such as cash deposits.
Sensitivity analysis
Based on historical movements and volatilities and management’s knowledge and experience,
management believes that the following movements are ‘reasonably possible’ over a 12 month period:
— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10%
(appreciation of NZD) against the USD, from the year end rate of $0.7013 (2020: $0.6706).
— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10%
(appreciation of NZD) against the AUD, from the year end rate of $0.948 (2020: $0.9283).
— A parallel shift of +1% / -1% in the market interest rates from the year end deposit rate of
0.25% (2020: 0.25%).
56
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
7. OTHER (CONTINUED)
AS AT 1 AUGUST 2020INTEREST RATEFOREIGN EXCHANGE RATE
-1% +1%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
49,642(496)(496)4964962,2612,261(1,850)(1,850)
Accounts receivable
2,343--------
Advances to employees
291--------
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
26,967----(1,457)(1,457)1,1921,192
Derivatives used for hedging
Derivatives designated as cash
flow hedges (forward foreign
exchange contracts)
2,642-----5,508-(4,619)
Total increase / decrease
(496)(496)4964968046,312(658)(5,277)
AS AT 1 AUGUST 2021INTEREST RATEFOREIGN EXCHANGE RATE
-1% +1%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
39,204(392)(392)3923921,8901,890(1,546)(1,546)
Accounts receivable
239--------
Advances to employees
291--------
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
21,950----(1,098)(1,098)898898
Derivatives used for hedging
Derivatives designated as cash
flow hedges (forward foreign
exchange contracts)
(714)-----1,968-(1,610)
Total increase / decrease(392)(392)3923927922,760(648)(2,258)
The parent is not exposed to any interest rate or foreign exchange risk.
If these movements were to occur, the post-tax impact on profit and loss and equity for each
category of financial investment:
57
7.4.5 CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are to maximise the value of shareholder equity and
ensure that the Group continues to safeguard its ability to continue as a going concern. Group capital
consists of share capital, reserves and retained earnings. In order to meet these objectives, the Group
may adjust the amount of dividend payment made to shareholders. The Group has no specific banking
or other arrangements which require that the Group maintain specific equity levels.
7.5 EVENTS SUBSEQUENT TO BALANCE DATE
At 11:59pm on 17 August 2021 New Zealand re-entered Level 4 lockdown due to an outbreak of the
Delta variant. The Group announced it had closed all Hallenstein Brothers stores and Glassons stores
in New Zealand. On 7 September 2021 the rest of New Zealand outside of Auckland entered level 2
and the non-Auckland stores for both Hallensteins Brothers and Glassons were re-opened with strict
protocols in place in line with the Governments recommendations. On 21 September 2021 Auckland
entered Level 3. Auckland stores will be reopened in accordance with the New Zealand Governments
regulations.
At the time of signing these accounts the Glassons stores in Victoria and New South Wales remain
closed. The stores will reopen in line with Australian Government recommendations.
Subsequent to year end, the Group has and will continue to apply for available wage subsidy relief from
the respective New Zealand and Australian governments where all applicable criteria have been met.
The Directors consider it prudent to defer the declaration of the final dividend until Auckland and the
Australian states of NSW and VIC have come out of their respective lockdowns and retail stores can
trade again.
7.6 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS
There have been no changes in accounting policies or standards.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2021
7. OTHER (CONTINUED)
58
GENERAL DISCLOSURESGENERAL DISCLOSURES
Board of Directors
Directors of the Company in office at the end of the year or who ceased to hold office during the year:
Principal activities of the Group
Hallenstein Glasson Holdings Limited is a non-trading Holding Company. The principal trading subsidiaries
are Glassons Limited, Glassons Australia Ltd (involved in the retail of women’s apparel), Hallenstein Bros
Limited and Hallenstein Brothers Australia Limited (retail of men’s apparel). The subsidiaries are 100%
owned by Hallenstein Glasson Holdings Limited.
DirectorQualifications / ExperienceSpecial Responsibilities
Warren James Bell
M Com FCA. Appointed December 1986.
Mr Bell holds appointments on a number of
boards of both public and private companies,
and is a professional director.
Chairman of the Board
Non-executive Director
Timothy Charles Glasson
Founder of Glassons womenswear retail
Director chain. Appointed November
1985 on merger with Hallensteins.
Non-executive Director
Michael John Donovan
ANZIM. Appointed May 1990. Founder and
Director of Wild Pair and Lippy retail stores.
Directorship ceased in July 2021.
Non-executive
Independent Director
Graeme James Popplewell
Former CEO, B Com FCA. Appointed
March 1985.
Non-executive Director
Malcolm Ford
Appointed June 2010. Background includes
20 years with experience in direct sourcing
particularly in Asia, Mr Ford also has experience
in brand management across wholesale and
retail markets.
Non-executive
Independent Director
Karen Bycroft
BSC, Postgrad Marketing. Appointed November
2014. Background includes 25 years in Retail
in the UK and Australia with Marks and Spencer,
Sears, Woolworths, Spotlight and Country
Road. Experience in Strategy, Marketing, and
Leadership. Also an Associate of Melbourne
Business School and Executive Coach.
Non-executive
Independent Director
Mary Devine
Former Managing Director. ONZM, BCom,
MBA, CFInstD. Appointed July 2018. Mary
has extensive executive experience with
specific expertise in strategy, transformation
and multi-channel retailing. She has also
had a distinguished governance career,
with previous directorships on a number
of significant New Zealand Companies.
Non-executive
Director
Sandra Vincent
Appointed October 2020. Background includes
35 years of experience in the wholesale and
retail fashion industry. Sandra is also the
Owner and Managing Director of Hartleys
which has 24 retail stores across New Zealand.
Non-executive
Independent Director
James Glasson
Appointed April 2021. James joined Glassons
Australia in 2013, after completing a Master
of Arts; Fashion Retail at the London College
of Fashion (University of Arts). Taking on
various roles within the business over the
last 8 years, including Brand Manager,
General Manager, Acting National Retail
Manager, James was appointed to CEO
of Glassons Australia in October 2017.
CEO — Glassons Australia
59
GENERAL DISCLOSURESGENERAL DISCLOSURES
Review of operations
(a) Consolidated results for the Year Ended 1 August 2021
Directors
(a) Remuneration and all other benefits
(b) Dividend
The Directors consider it prudent to defer the declaration of the final dividend until Auckland and the Australian
states of NSW and VIC have come out of their respective lockdowns and retail stores can trade again.
*
Ms M Devine received Non-Executive Directors’ Fees from 1 April 2021. Prior to this date, Ms Devine was
employed by the Group as Managing Director. Short term employee benefits paid to Ms M Devine prior
to 1 April 2021 are included in the Chief Executive and Managing Director Remuneration below.
**
Mr M Donovan’s directorship ceased on 20th July 2021.
(b) Shareholdings
$’000
20212020
Operating revenue350,759287,763
Profit before income tax
46,952
36,731
Income tax
(13,632)
(8,957)
Profit for the year33,320
27,774
Remuneration of
Directors
20212020
$’000
DIRECTORS
FEES
OTHER
PAYMENTS/
BENEFITS
TOTAL
REMUNERATION
DIRECTORS
FEES
OTHER
PAYMENTS/
BENEFITS
TOTAL
REMUNERATION
Mr T C Glasson90-9089-89
Mr W J Bell
135-135
133-133
Mr M Donovan
**
85-85
84-84
Mr M Ford
105-105
103-103
Mr G Popplewell
8850138
84103187
Ms K Bycroft
95-95
93-93
Ms M Devine
*
28-28
---
Ms S Vincent
69-69
---
Mr J Glasson
---
---
69550745
586103689
Beneficially held20212020
W J Bell7,6437,643
T C Glasson
11,950,588
11,950,588
G J Popplewell
203,604
203,604
M Ford
10,000
10,000
S Vincent
48,595
-
J Glasson
*
141,233
-
Non-beneficially held
M Ford and G Popplewell as custodians for Staff Share Scheme
297,000
86,001
*
Included within the 141,233 shares held by J Glasson are 97,000 shares which were purchased under the
Executive Employee Share Scheme that have not yet vested.
60
GENERAL DISCLOSURESGENERAL DISCLOSURES
DATE
PURCHASE / (SALE)
NUMBER OF SHARES$
On Market Purchase29/10/2020,000120,733
On Market Purchase30/10/2020,000121,356
On Market Purchase2/11/2030,000183,300
On Market Purchase3/11/2025,000152,896
On Market Purchase4/11/2036,654225,109
On Market Purchase5/11/2013,34681,865
On Market Purchase23/11/2022,000143,111
On Market Purchase24/11/2025,000162,780
On Market Purchase9/04/2110,00076,391
On Market Purchase12/04/2120,000146,816
On Market Purchase13/04/2125,000183,531
On Market Purchase14/04/2150,000366,664
Transfer to employees
(off market)
(86,001)-
(c) Interests in share dealing
M Ford and M Donovan as Trustees for the share purchase scheme
d) Disclosures of interests by Directors
W J Bell
ChairmanSt Georges Hospital Inc
DirectorRyman Healthcare Group of Companies
DirectorCyprus Enterprises and Meadow Mushrooms
Group of Companies
DirectorSabina Ltd
DirectorGlasson Trustee Limited
Director152 Hereford Limited
DirectorCHC Properties Ltd
DirectorWarren Bell Ltd
DirectorPoraka Ltd
DirectorHickman Family Trustees Limited
DirectorNew North Holdings Limited
TrusteeWaiwetu Trustees Limited
M Donovan
DirectorMike and Carol Donovan
Trustee Limited
DirectorDonovan’s Limited
M Devine
DirectorFoodstuffs South Island Ltd
DirectorFoodstuffs New Zealand Ltd
DirectorDevine Consultancy (2014) Ltd
S Vincent
DirectorHarpers Fashions Ltd
T C Glasson
DirectorSabina Ltd
DirectorMantles Ltd
DirectorGlasson Trustee Limited
DirectorCHC Properties Limited
DirectorJCG Trustee Limited
Director152 Hereford Limited
DirectorSIG Trustee Limited
DirectorNew North Holdings Limited
Director847 New North Road Limited
TrusteeHallenstein Glasson Staff
Benefit Trust
M Ford
TrusteeHallenstein Glasson
Staff Benefit Trust
K Bycroft
None
G J Popplewell
TrusteeHallenstein Glasson Staff
Benefit Trust
J Glasson
None
61
(e) Directors’ Insurance
As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993
the Company has arranged Directors’ and Officers’ Liability Insurance that ensures Directors will incur no
monetary loss as a result of actions undertaken by them as Directors provided they act within the law.
(f) Directors’ and Officers’ Use of Company Information
During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating
to use of Company information.
State of Affairs
The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period
under review are included in the Chairman’s Report and the audited Statement of Comprehensive Income
Employee Remuneration
The number of employees with the Group (other than Directors) receiving remuneration and benefits above
$100,000 in relation to the year ended 1 August 2021 was:
GENERAL DISCLOSURESGENERAL DISCLOSURES
Employee Remuneration20212020
100,000-109,999
8
7
110,000-119,999
3
4
120,000-129,999
5
6
130,000-139,999
5
3
140,000-149,999
3
3
150,000-159,999
4
1
160,000-169,999
2
2
170,000-179,999
1
2
190,000-199,999
-
1
200,000-209,999
2
-
210,000-219,999
1
2
220,000-229,999
1
5
230,000-239,999
2
1
240,000-249,999
1
1
250,000-259,999
1
-
270,000-279,999
-
1
280,000-289,999
1
-
290,000-299,999
1
-
310,000-319,999
-
1
320,000-329,999
1
-
330,000-339,999
-
1
340,000-349,999
1
-
350,000-359,999
-
3
360,000-369,999
2
-
380,000-389,999
1
-
420,000-429,999
1
-
480,000-489,999
1
-
500,000-509,999
-
1
520,000-529,999
-
1
560,000-569,999
1
-
620,000-629,999
1
-
690,000-699,999
-
1
730,000-739,999
-
1
62
GENERAL DISCLOSURESGENERAL DISCLOSURES
Chief Executive and Managing Director Remuneration
The remuneration of the Group Chief Executive Officer and Group Managing Director for the year ended 1 August 2021 was:
SALARYKIWISAVER
SHORT-TERM
INCENTIVE
OTHER
BENEFITS
SUB
TOTAL
LONG-
TERM
INCENTIVE
TOTAL
REMUNERATION
Group Managing
Director —
Mary Devine
*
521,810 18,14763,741 22,101 625,799 - 625,799
Group Chief
Executive Officer —
Stuart Duncan
**
166,6675,000 - 9,412 181,078 - 181,078
*
On 1 April 2021, Ms M Devine stood down from her role as Group Managing Director and reverted to Non-Executive
Director. The above is Ms M Devine’s remuneration prior to 1 April 2021 whilst in the role of Group Managing Director.
**
From 1 April 2021, Mr S Duncan was employed by the Group as Group Chief Executive Officer. Prior to this, Mr S
Duncan was employed by the Group as the Chief Operating Officer. The above remuneration is Mr S Duncan’s
remuneration from 1 April 2021 onwards whilst in the role of Group Chief Executive Officer.
The remuneration of the Group Chief Executive Officer and Managing Director comprises fixed payments.
Fixed remuneration includes a base salary, contributions to Kiwisaver, car allowance and a carpark.
Remuneration to Auditors
The fee for the audit of the Holding Company and subsidiaries, paid to PricewaterhouseCoopers, was $189,000.
63
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
The Board of Directors of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining the
highest standards of corporate governance. This statement gives an overview of the policies and processes
that are in place throughout the Company and how best-practice standards of corporate governance are
followed. This statement is current at 30 September 2021 and follows the principles outlined in the NZX
Corporate Governance Code (the Code) and outlines how HGHL is applying the recommendations in the
Code or where it is not currently following a certain code recommendation (and the reason for this).
The key HGHL corporate governance policy documents including the Board and Board committee charters
are available at www.hallensteinglasson.co.nz/investment-centre.
PRINCIPLE 1 — CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
CODE OF ETHICS
The Board is committed to the highest standards of conduct and ethical behaviour in all business activities
and has adopted a code of ethics to promote and support a culture of honest and ethical behaviour,
corporate compliance and good corporate governance.
The Code of Ethics sets out the standards of conduct expected of the Directors, senior management
and employees in carrying out their day-to-day duties. This code provides a guide to the conduct that is
consistent with the Company’s values, business goals and legal obligations. The code contains the internal
reporting procedures for any breaches.
New employees receive a copy of the Code of Ethics as part of their induction, and it is available on the
Group’s website. The Board reviews the Code of Ethics annually.
FINANCIAL PRODUCT TRADING POLICY
HGHL is committed to transparency and fairness in dealing with all of its stakeholders and to ensuring
adherence to all applicable laws and regulations. The Financial Product Trading Policy details the
Company’s policy in relation to trading HGHL shares and includes restrictions on and procedures for
Directors and employees.
The policy details the procedure which must be followed when Directors and senior management (or their
related parties) wish to trade in the Company’s shares. They must notify HGHL and obtain consent prior to
trading in HGHL shares and are only permitted to trade within the periods of two windows. These windows
are from the day on which HGHL’s half year results are released (during March) and 1 July and between the
full year announcement (during September) and 1 January. Trading by an individual holding non-public
material information about the Company is prohibited.
Directors or senior managers must advise the NZX promptly if they trade in the company’s shares within
the timeframes required by law.
PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience
and perspectives.”
THE BOARD
The Board of Directors is elected by shareholders to oversee the management of the Company and is
responsible for all corporate governance matters and reporting to shareholders. The Board has adopted
a board charter which sets out the roles and responsibilities of the Board and outlines how this interacts
with the role of the Group’s management. The Board Charter is available on the Group’s website.
The Board establishes the Company’s objectives, determines the strategies for achieving those objectives,
and monitors management performance. It also establishes delegated authority limits for capital expenditure,
treasury, and remuneration.
Glassons and Hallensteins operate as separate subsidiaries, each with its own management team. The Board
delegates the responsibility for the day-to-day management of each subsidiary to the management of that
subsidiary. The Board is responsible for the appointment of, and assessment of the performance of, the
Group Chief Executive Officer and the members of the senior management team.
The Board meets at least ten times each year, and in addition a full corporate strategy meeting is held
each year. Directors receive monthly reporting including profit and loss and balance sheets for each
operating subsidiary, together with operations reports from the senior executive from each business unit.
64
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
BOARD MEMBERSHIP
At the date of this annual report the Board comprises seven non-executive Directors and one executive Director
(being James Glasson, the Chief Executive Officer of Glassons Australia). The Chairperson is a non-executive Director
and is a different person to the Group Chief Executive Officer for the purposes of Code Recommendation 2.9.
Warren Bell has been the Chairperson since 1986. The Board is of the view that Mr Bell’s significant governance
experience, both with HGHL and with a range of other companies across various sectors, is important to HGHL’s
success. The Board considers the value Mr Bell brings to his role as the Chairperson outweighs the technical position
that Mr Bell is not an independent director for the purposes of the NZX Listing Rules.
On 20 July 2021 Mr. Michael Donavan, a non-executive Director of the Company passed away peacefully following
a short illness. His responsibilities as a Board member and member of the various Board committees ceased at this
time. The Board and Team are thankful for Michael’s contributions, advice and knowledge handed down over the
many years he worked with Hallenstein Glassons.
INDEPENDENT DIRECTORS AT THE DATE OF THIS REPORT ARE:
Malcolm Ford
Karen Bycroft
Graeme Popplewell
Sandra Vincent
OTHER NON-EXECUTIVE DIRECTORS ARE:
Warren Bell (Chairman)
Timothy Glasson
Mary Devine
EXECUTIVE DIRECTOR IS:
James Glasson
Although the Board does not currently comprise a majority of independent Directors (Code Recommendation 2.8),
since James Glasson was appointed as Executive Director on 29 April 2021, the Board is of the view it has an optimal
mix of skills and experience to govern the Group. The high proportion of non-executive Directors allows for robust
oversight of the management of the Group and the Board is satisfied that it operates in an effective independent
manner notwithstanding a number of its Directors are technically considered to not be independent for the purpose
of the NZX Listing Rules.
Under the NZX Listing Rules a Director must not hold office past the later of three years and the third annual meeting
after their appointment without being re-elected by shareholders.
The Board may at any time appoint a person to be a Director either as an additional Director or to fill a casual
vacancy. Any person who is appointed a Director by the Board shall retire from office at the next annual meeting
of the Company but shall be eligible for election by shareholders at that next meeting.
A list of the Directors and their profiles, experience and qualifications is on page 59 of this report. A list of their
relevant ownership interests is on page 60 of this report.
NOMINATION AND APPOINTMENT OF DIRECTORS
The Nominations Committee identifies suitably qualified people who could be considered for nomination or
appointment as a Director in the event of a vacancy on the Board. The Nominations Committee Charter includes
guidelines relating to Board composition, considerations for new Director appointments and the process by which
potential Directors are nominated and assessed. All new Directors will enter into a written agreement with HGHL
setting out the terms of their appointment.
DIVERSITY
HGHL believe that all eligible people get an equal opportunity and are all treated fairly regardless of backgrounds,
views, experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age, thinking
style or preferences. The company has adopted a Diversity and Inclusion Policy that ensures it is continually
developing a work environment that supports equality and inclusion regardless of difference.
In accordance with HGHL’s Diversity and Inclusion Policy, the Board has established measurable objectives,
including Senior Management gender diversity, and are making good progress in achieving these objectives.
The Board has responsibility for implementing, reviewing, reporting and overseeing the policy.
65
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
The Board will ensure that new Directors are appropriately inducted to their role. Continuous education is also
undertaken by Directors as appropriate to ensure sure that they have skills that are relevant and up to date,
and that allow them to perform their role as Directors.
The Board evaluates its own performance and that of its committees annually. The Chairperson also meets
with Directors individually to discuss their individual performance during the year.
PRINCIPLE 3 — BOARD COMMITTEES
“The Board should use committees where this will enhance effectiveness in key areas, while retaining
Board responsibility.”
REMUNERATION COMMITTEE
The Remuneration Committee is comprised of non-executive members of the Board, and is chaired by
Tim Glasson. The other members of the Committee as at 1 August 2021 are Warren Bell and Sandra Vincent.
Michael Donovan was a member of the committee until 20 July 2021. The function of the Committee is to make
specific recommendations on remuneration packages and other terms of employment for Directors and senior
management. Management may only attend Committee meetings at the Committee’s invitation. The Committee
utilises independent advice where necessary to ensure remuneration practices are appropriate for the Company,
and to ensure the best possible people are recruited and retained. Although the Committee does not currently
have a majority of independent Directors in line with Code recommendation 3.3, and did not during the accounting
period, the Board believes the current membership has an optimal mix of skills and experience to ensure the
Committee achieves its objectives. In addition, the Committee makes recommendations to the full Board for
consideration.
The Remuneration Committee Charter is available on the Group’s website.
AUDIT COMMITTEE
The Audit Committee is comprised of non-executive members of the Board and is chaired by Malcolm Ford. The
other members of the Committee are Warren Bell and Graeme Popplewell, both of whom are Fellows of Chartered
Accountants Australia New Zealand (CAANZ) with an extensive accounting and financial background. The Board
believes the current membership has an optimal mix of skills and experience to ensure the Committee achieves
its objectives. The Committee meets directly with the external auditors and receives all correspondence between
the Company and its auditors. The main responsibility of the Committee is to ensure internal controls are effective,
financial reporting is reliable, and applicable laws and regulations are complied with. Management may only attend
Committee meetings at the Committee’s invitation.
The Audit Committee Charter is available on the Group’s website.
NOMINATIONS COMMITTEE
The Nominations Committee is comprised of non-executive members of the Board and was chaired by Mr Michael
Donovan until his Directorship ceased on 20 July 2021. The committee is now chaired by Ms Sandra Vincent.
The other members of the Committee are Timothy Glasson and Warren Bell. When appropriate, the Committee
will make recommendations to the Board on the appointment of Directors. Although the Committee does not
currently have a majority of independent Directors in line with Code recommendation 3.4, and did not during the
accounting period, the Board believes the current membership has an optimal mix of skills and experience
to ensure the Committee achieves its objectives.
The Nominations Committee Charter is available on the Group’s website.
OVERVIEW OF BOARD COMMITTEES
The Board does not operate any other committees apart from the Audit Committee, the Remuneration Committee
and the Nominations Committee. HGHL has considered whether any other standing Board committees are
appropriate and has determined not. Each committee operates under a charter which is available on the Group’s
website. Committee members are appointed from members of the Board and membership is reviewed on an
annual basis. Any recommendations made by the committees are submitted to the full Board for formal approval.
Directors and other employees of the Group have established both a Health and Safety Committee and a
Sustainability Committee to ensure appropriate governance, performance and compliance is carried out in
these key areas. These committees are not Board committees.
Gender diversity as at 1 August20212020
Directors
Female
3
2
Male
5
5
Officers
Female
1
1
Male
4
3
Details of gender composition of the Group’s Directors and senior managers as at the balance date are as follows:
66
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
HEALTH & SAFETY COMMITTEE
HGHL has also established a Health and Safety Committee. The Committee is not a Committee of the
Board, although its members include Directors as well as employees of the Group.
The Committee is chaired by Ms Karen Bycroft. The Committee oversees the:
— Group’s existing health and safety systems and processes.
— Approval of health & safety policies and procedures for the Group.
— Monitoring of any incidents, hazards and risks within the Group’s business.
— Communication to the Board on health and safety matters and ensures the Board is informed on matters
relating to health and safety governance, performance and compliance.
— Regular assessments on health and safety systems.
The Health and Safety Committee met five times during the year ended 1 August 2021.
The Health and Safety Committee Charter is available on the Group’s website.
SUSTAINABILITY COMMITTEE
HGHL has also established a Sustainability Committee. The Committee is not a Committee of the Board,
although its members include Directors and Stuart Duncan, the Group Chief Executive Officer.
The Committee is chaired by Ms Mary Devine. The Sustainability Governance Board Committee guides our
sustainability strategy and monitors how we are tracking against our sustainability goals. The Committee
meets every two months to review performance and provide strategic input and governance.
TAKEOVER RESPONSE
The Board has implemented protocols that set out the procedures to be followed if a takeover offer is
received by HGHL.
PRINCIPLE 4 — REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting and in the timeliness and
balance of corporate disclosures.”
Financial reporting to shareholders and the market is in accordance with generally accepted accounting
principles applied in New Zealand, and in compliance with relevant legislation and NZX requirements.
The Group’s Sustainability report is on page 10. The Group has appointed a sustainability Committee
to consider risks on environmental, social and governance factors.
The Committee has developed the current Group initiatives which include:
— significantly reduce HGHL’s environmental footprint;
— zero tolerance to child / forced labour;
— actively support freedom of association and non-discrimination.
BoardRemunerationAuditNominations
Number of meetings held12222
AttendedAttendedAttendedAttended
Warren Bell12222
Timothy Glasson122-2
Graeme Popplewell12-2-
Malcolm Ford 10-2-
Michael Donovan
1
92-2
Karen Bycroft11---
Mary Devine12---
Sandra Vincent
2
10---
James Glasson
3
4---
1
Michael Donovan’s Directorship ceased on 20 July 2021.
2
Sandra Vincent was appointed by the Board as a Director effective from 9 October 2020, and was
appointed as Chair of the Nominations Committee and member of the Remuneration Committee
effective from 21 July 2021.
3
James Glasson was appointed by the Board as an Executive Director effective from 29 April 2021.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE YEAR ENDED 1 AUGUST 2021
67
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
The Board is responsible for ensuring it meets its obligation for continuous disclosure in accordance with the
NZX Listing Rules and acknowledges that the intent of these rules is to enable shareholders and the investment
market generally to be promptly informed of any events that may be price sensitive in regards to the Company’s
share price.
The Board has adopted a market disclosure policy which outlines the obligations of HGHL and relevant HGHL
personnel in satisfying HGHL’s continuous disclosure requirements. A copy of the policy is available on the
Group’s website.
The Directors’ shareholdings, trading of shares, together with other relevant matters for disclosure are set
out on page 60 of this report.
All key corporate governance documents, including charters and policies, are available on the Group’s website
at www.hallensteinglasson.co.nz/about-us.
PRINCIPLE 5 — REMUNERATION
“The remuneration of Directors and executives should be transparent, fair and reasonable.”
Details of Directors’ and Group Chief Executive Officer’s remuneration are shown on page 60 of this report.
Shareholders are asked to approve any increases to the pool of Directors’ fees from time to time as required
by the NZX Listing Rules. Fees are generally established using independent surveys covering New Zealand
based organisations of a similar scope and size.
Key executive remuneration comprises a base salary together with short term and long term incentives that
are based on performance which are earned subject to company profitability. The Remuneration Committee
seeks independent advice where appropriate when setting key executive remuneration.
HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of
all Non-executive Directors and senior management with the aim to ensure that remuneration is fair and
appropriate. A copy of the policy is available on the Group’s website.
Details of the Group employees who have earned over $100,000 during the financial year and the Group
Chief Executive Officer’s remuneration are shown on page 62 & 63 of this report.
PRINCIPLE 6 — RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.”
The Board is responsible for reviewing and approving the Company’s risk management strategy and maintains
a risk framework that identifies and seeks to manage risks throughout the HGHL group. It also seeks to
identify new and emerging risks to the HGHL Group through this framework. The Board delegates day-to-day
management of risk to the Group Chief Executive Officer who may further delegate such responsibilities to
his or her executives and other officers. Significant risks are discussed at Board meetings as required.
While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit
Committee reviews the reports of management and the external auditors on the effectiveness of systems for
internal control, financial reporting and risk management. To assist in discharging this responsibility, the Board
has in place a number of strategies designed to safeguard the Company’s assets and interests and to ensure
the integrity of reporting.
The Company maintains insurance cover with reputable insurers for most types of insurance risk. All HGHL
Group Directors and senior managers have the benefit of an indemnity as permitted by the Companies Act
1993 and HGHL’s constitution. The HGHL Group has also implemented Director and Officer (D&O) insurance
cover at HGHL’s cost. Details of these indemnities and insurance are disclosed in HGHL’s interests register
as required.
HEALTH & SAFETY
The Company has health and safety systems and processes in place that includes training employees and
recording any incidents, hazards and risks. These systems ensure we continue to provide a safe working
environment for staff, contractors and customers. HGHL has also established a Health and Safety Committee
as part of its commitment to protecting the health, safety and wellbeing of HGHL group employees - see
details of the Committee and its role above.
The Health & Safety Committee, along with senior management, is responsible for ensuring that Health and
Safety has appropriate focus and is sufficiently resourced within the Group. Senior management work with
the Health & Safety committee to investigate incidents, analyse hazard/incident trends to identify and mitigate
potential health and safety risks and review, develop and monitor compliance with health and safety processes
and procedures.
68
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
Health & Safety is a consistent item on the Board meeting agendas to keep all Directors informed of the
Group’s performance across a range of measures.
The Board and the Committee receive detailed reporting on health and safety performance including health
and safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health and
safety forum meetings. There has been minimal lost time due to incidents or injuries over the last financial
year. The company continues to work to mitigate risk both in store and in our Fulfilment Centres.
All staff are trained on Health & Safety procedures at induction, some examples of these include working from
height, manual lifting and personal safety. Registers are kept of potential hazards at each store and regular
reviews/audits of compliance with health and safety processes and procedures are carried out. Particular
focus is placed on safety in our Distribution Centres and regular risk assessments are carried out.
The Group also provides an Employee Assistance Programme to support with employee wellbeing.
PRINCIPLE 7 — AUDITORS
“The Board should ensure the quality and independence of the external audit process.”
The Audit Committee is responsible for overseeing the external audit arrangements. Ensuring that external
audit independence is maintained is one of the key aspects in discharging this responsibility. An Audit
Independence Policy has been adopted by the Committee to assist in meeting this responsibility.
The Audit Independence Policy covers the following areas:
— Provision of related assurance services by the external auditors.
— Auditor rotation.
— Relationships between the auditor and the Company.
— Approval of Auditor.
The Audit Committee shall only recommend the appointment of a firm to be auditor if that firm would be
regarded by a reasonable investor with full knowledge of all relevant facts and circumstances as capable of
exercising objective and impartial judgement on all issues encompassed within the auditor’s engagement.
The Audit Committee must recommend the approval of significant permissible non-audit work assignments
that are awarded to an external auditor. A copy of the policy is available on the Group’s website.
The external auditors are required to be available at each annual meeting.
INTERNAL AUDIT
The Company does not have an internal audit function. The Board is confident the key risks of the business are
being adequately managed and the internal control framework is operating effectively, including through the
risk identification and management processes outlined above.
PRINCIPLE 8 — SHAREHOLDERS’ RIGHTS AND RELATIONS
“The Board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.”
The Company releases all material information to the NZX as required by the NZX Listing Rules, and also
posts any key announcements to the company website at www.hallensteinglasson.co.nz. Other key
information, including annual reports, the constitution and key corporate governance documents are also
posted for ease of reference. Consistent with best practice and the Company’s continuous disclosure
obligations under the NZX Listing Rules, external communications that may contain market sensitive data
are released through NZX in the first instance. The Board approves all communications with shareholders.
Shareholders are provided with the option of receiving communications from the Company electronically.
The Company’s website includes a section on investor communications and the Company welcomes investor
enquiries.
Notice of the AGM is sent to shareholders and is posted on the company’s website at least 4 weeks prior
to the meeting.
The Company refers any significant matters, as required by the Companies Act and NZX Listing Rules, to
shareholders for approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead
of the meeting or by polling if attending the meeting in person.
69
SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 30 SEPTEMBER 2021
RANGE
HOLDER
COUNT
HOLDER
COUNT %
HOLDING
QUANTITY
HOLDING
QUANTITY %
1 to 499 676 11.2 147,945 0.25
500 to 999 541 9.0 368,305 0.62
1,000 to 1,999 1,137 18.9 1,479,156 2.48
2,000 to 4,999 1,716 28.5 5,119,522 8.58
5,000 to 9,999 982 16.3 6,417,677 10.76
10,000 to 49,999 860 14.3 15,020,452 25.18
50,000 to 99,99966 1.1 4,236,144 7.10
100,000 to 499,99936 0.6 5,871,802 9.84
500,000 to 999,999 6 0.1 3,831,007 6.42
1,000,000 Over 4 0.1 17,157,051 28.76
Total6,024 59,649,061 100
70
SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION
RANKNAMEADDRESSUNITS
% OF
UNITS
1
Timothy Charles GlassonPO Box 248, Christchurch, 814011,950,58820.03
2
Accident Compensation
Corporation — NZCSD
C/- JP Morgan Attn Asset Services
Level 13 2 Hunter Street Wellington,
6011
2,241,7973.76
3
Custodial Services Limited
C/- Craigs Investment Partners
PO Box 13155 Tauranga, 3141
1,535,4732.57
4
FNZ Custodians Limited
PO Box 396 Wellington, 6140
1,429,1932.40
5
New Zealand Depository
Nominee Limited
PO Box 2959 Wellington, 6140
750,4881.26
6
National Nominees Limited —
NZCSD
PO Box 105390 Auckland City
Auckland, 1143
722,1511.21
7
HSBC Nominees (New Zealand)
Limited — NZCSD
PO Box 5947 Victoria Street
West Auckland, 1142
681,2921.14
8
Citibank Nominees (New
Zealand) Limited — NZCSD
GPO Box 764g Melbourne Vic,
Australia, 3000
612,0761.03
9
Hickman Family Trustees Limited
PO Box 79084 Avonhead
Christchurch, 8446
565,0000.95
10
Kevin James Hickman &
Joanna Hickman
24 Waiwetu Street Fendalton
Christchurch, 8052
500,0000.84
11
Forsyth Barr Custodians Limited Private Bag 1999 Dunedin, 9054
385,1920.65
12
Hobson Wealth Custodian
Limited
PO Box 991 Wellington, 6140
336,8950.56
13
JBWere (NZ) Nominees Limited
Private Bag 92085 Victoria Street
West Auckland, 1142
333,3670.56
14
BNP Paribas Nominees (NZ)
Limited — NZCSD
Level 13 PwC Tower 113-119
The Terrace Wellington, 6011
282,0570.47
15
ACE Finance Limited
4 Hawkswood Place Avonhead
Christchurch, 8042
219,6770.37
16
GMH 38 Investments Limited
77b Long Drive St Heliers
Auckland, 1071
205,0000.34
17
Graeme James Popplewell
26 Lemington Road Westmere
Auckland, 1022
203,6040.34
18
Brian William Drummond
1890 Avondale Road Rd 3
Winton, 9783
200,6800.34
19
GEM LimitedPO Box 209 Dunedin, 9054
200,0000.34
20
Investment Custodial Services
Limited
PO Box 105183, Auckland City
Auckland, 1143
195,7630.33
Totals: Top 20 Holders Of Ordinary Shares23,550,29339.48
Total Remaining Holders Balance36,098,76860.52
71
ANNUAL BALANCE DATE
PRELIMINARY PROFIT
ANNOUNCEMENT
REPORTS AND ACCOUNTS
PUBLISHED
HALF YEAR RESULTS
INTERIM DIVIDEND
ANNUAL GENERAL MEETING
01 AUGUST
SEPTEMBER
OCTOBER
MARCH
APRIL
8 DECEMBER 2021
AUDITORSAUDITORS
PRICEWATERHOUSECOOPERS
BANKERSBANKERS
ANZ BANK
NEW ZEALAND LTD.
REGISTERED OFFICEREGISTERED OFFICE
LEVEL 3
235 – 237 BROADWAY
NEWMARKET
AUCKLAND 1023
TEL +64 9 306 2500
FAX +64 9 306 2523
POSTAL ADDRESSPOSTAL ADDRESS
PO BOX 91 – 148
AUCKLAND MAIL CENTRE
AUCKLAND 1141
SHARE REGISTRARSHARE REGISTRAR
COMPUTERSHARE INVESTOR
SERVICES LIMITED
PRIVATE BAG 92119
AUCKLAND 1142
TEL +64 9 488 8700
WEBSITESWEBSITES
HALLENSTEINGLASSON.CO.NZ
GLASSONS.COM
HALLENSTEINS.COM
72
HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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