Hallenstein Glasson Holdings Limited logo

HLG Annual Report for the year ended 1 August 2021

Annual Report28 October 2021HLGConsumer Discretionary

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

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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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