HLG Annual Report for the year ended 1 August 2022
ANNUALREPORT
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
The last financial year 2022 was
certainly turbulent with trading
affected by lockdowns in both
New Zealand and Australia as
well as several other external
factors.
These included various restrictions in trading
due to Covid as well as continued disruption
to our supply chain with lockdowns in the
countries we source our product from, as
well as rising costs and delays to freight.
The teams across the business have once
again been fantastic in navigating these
disruptions, proving they are dynamic and
agile in the way they work.
ENTSCONT
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
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 AUDITOR’S
REPORT REPORT
FINANCIAL FINANCIAL
STATEMENTS STATEMENTS
GENERAL GENERAL
DISCLOSURES DISCLOSURES
CORPORATE CORPORATE
GOVERNANCE GOVERNANCE
STATEMENTSTATEMENT
SHAREHOLDER SHAREHOLDER
INFORMATION INFORMATION
DIRECTORY & DIRECTORY &
CALENDARCALENDAR
18
20
24
55
60
66
68
02
04
06
10
16
1
ENTSCONT
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
2
2,113
TEAM MEMBERS
117
TOTAL STORES
Now that there is less
disruption, I feel we
have come out the
other side with the
brands stronger than
ever and ready to
take on the challenges
that we will face in
the future.
STUART DUNCAN
CHIEF EXECUTIVE OFFICER
HIGHLIGHTS
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
3
27.9
% OF TOTAL REVENUE
THROUGH ONLINE RETAIL
UP FROM 24.0% IN 2021
42.93
EARNINGS PER
ORDINARY SHARE
%
CENTS
351
SALES
UP 0.1%
M
$
26
PROFIT AFTER TAX
DOWN - 23.2%
M
$
90
TOTAL EQUITY
M
205
TOTAL ASSETS
M
$
$
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
4
The Company advises that Group sales
for the 12 months to 1 August 2022
were $351.21 million which were +0.1%
up on the prior year ($350.76 million).
The audited net profit after tax for
the 12 months was $25.61 million,
a decrease of -23.2% on the prior
corresponding period ($33.32 million).
Overall, to achieve sales on par with
the prior year was pleasing given
the numerous challenges faced in
the year. During the first six months
of the year sales were adversely
impacted by the numerous lockdowns
in both New Zealand and Australia,
with stores closed and 5,432 trading
days lost, resulting in a decrease
of -6.2% on the prior year.
Sales for the six-months ended 1 August
2022 were up 6.6% on the same period
last year as all stores remained open
throughout the season. During this
period the business was faced with a
difficult trading environment with the
Omicron surges impacting on staffing
and customers shopping habits,
particularly in the New Zealand market.
The Gross Margin held steady during
the year at 57.6% compared to 57.4% in
the prior year. The exchange rate was
improved in the first half of the year but
declined considerably in the second half.
There was a focus placed on negotiating
better prices with suppliers which
helped to hold margin, but this was
off-set by increased freight costs and
shipping delays resulting from the
ongoing global impact of COVID-19.
During the financial period significant
effort was made to reduce operating
costs and inventory levels were well
managed to preserve liquidity. The
higher inventory balance at year
end is due to goods in transit at
the balance date in order to ensure
certainty of product availability during
the upcoming peak trade period.
Glassons — Australia
Sales in Australia were $156.94 million
which was an increase of +17.43%
on the corresponding period. Net
profit after tax was $19.11 million,
an increase of +16.4% on the prior
corresponding period ($16.42 million).
During the year, a new store was opened
in Marion, Adelaide in September 2021.
This is the first store in South Australia
and has been very successful since its
opening. New stores were also opened
in Penrith, New South Wales in March,
and in Canberra, Australian Capital
Territories in April. The Burwood, Sydney
store was closed in March. 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
Macarthur Square, Sydney has been
opened post year end in September
2022, while the Pacific Fair store in
Queensland has been extended and
refurbished. Further refurbishments
are planned in the next six months.
Additional office and studio space
was taken adjacent to the current
Fulfilment Centre in Sydney to ensure
adequate space was in place to
support the expected future growth
of the Australian operation
s.
Glassons —New Zealand
Sales in New Zealand for the year
were $104.37 million, a decrease
of -12.96% on the prior year. Net
profit after tax was $4.08 million,
a decrease of -64.7% on the prior
corresponding period ($11.55 million).
Over the last year the North West store
in Auckland was refurbished in July, and
the Invercargill store was relocated to
the new Invercargill Central mall in June.
With the ongoing large increases in
online sales there has been significant
investment in digital. The Glassons
app is undergoing continuous
enhancements and now has more
than 850,000 downloads.
Glassons continues to maintain a strong
brand position in the markets it operates
in, supported by our focus on the latest
trends with sustainability in mind. Digital
is at the forefront of customer service and
engagement, both online and instore.
CHAIRMAN’S
REPORT
5
Hallenstein Brothers
Sales for the 12 month period were
$89.91 million (including Australia), a
decrease of -7.50% on the prior period.
Net profit after tax was $2.09 million,
a decrease of -56.6% on the prior
corresponding period ($4.82 million).
During the year our Nelson store
was refurbished in May and new
fixtures to better display product
were rolled out to key stores.
Sales were significantly impacted by
the lockdowns in the first half of the
year, particularly due to the number of
demand driving events such as weddings
and festivals that were cancelled or
postponed over the summer months.
Hallensteins has continued to see strong
growth in casual categories and the
team has maintained their focus on the
current trends and must have products.
Growth in the Australian operations in
the second half of the year has been
pleasing, and it is great to see the
improvements made to the website
and our social media channels creating
engagement with our customers in
both New Zealand and Australia.
E-Commerce
Online sales grew over the period
by 16.1% against the prior year with
significant growth experienced during
periods of store closures. Online sales
now represent 27.88% of total sales
for the full financial year, up from
24.04% in the prior year. Growth in
online sales is expected to be more
difficult in the coming year as we
compare against prior periods that
included substantial lockdowns.
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 have declared a final
dividend of 24 cents per share (not
imputed) (24 cents per share partially
imputed last year) to be paid on 16th
December 2022. Together with the
interim dividend of 18 cents per share
that was paid on 14th April 2022,
the full year dividend is 42 cents per
share. The dividend payment is able
to be maintained as the Company’s
balance sheet continues to be strong,
and inventories well controlled.
Future Outlook
The first eight weeks of the new
financial year have seen Group sales
improve by +68.49% on the prior year.
Last year there were multiple store
closures for much of the 8 week period
across Australia and New Zealand
due to lockdowns, so the percentage
increase is not directly comparable. The
Group is looking forward to a year of
comparably minimal Covid interruptions
and refocusing on its key strategies
of quality on-trend product, speed to
market, customer service and investment
in digital. However, there remains margin
pressure caused by the USD exchange
rate and the higher than normal freight
costs. There have also been increases
in operating costs due to inflationary
pressure. The Group is now focused
on ensuring our performance for the
key peak trading months ahead.
A further update will be provided
at the Annual Meeting of
Shareholders in December 2022.
Warren Bell
Chairman
GROUP SALES
2 7. 9 %
OF GROUP TURNOVER
M
$
ONLINE SALES
351.21
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
6
The last financial year 2022
was certainly turbulent
with trading affected by
lockdowns in both New
Zealand and Australia as
well as several other
external factors.
These included various restrictions
in trading due to Covid as well as
continued disruption to our supply
chain with lockdowns in the countries
we source our product from, as well as
rising costs and delays to freight. The
teams across the business have once
again been fantastic in navigating
these disruptions, proving they are
dynamic and agile in the
way they work.
During the government-imposed
lockdowns we were able to pivot
our business to rely more on digital,
showing the investment we continue
to make is paying off. Once the stores
were able to trade again the teams
had all staff back and we were able
to avoid closing any stores even with
increased cases of staff absence
which shows the commitment and
dedication from our teams.
The second half of the financial year
did not have any lockdowns, but
restrictions were still in place. It was
pleasing to see that sales rebounded
and were up +6.6% on the previous
second half.
Now that there is less disruption, I feel
we have come out the other side with
the brands stronger than ever and
ready to take on the challenges that
we will face in the future.
During the financial year there
continued to be pressure on costs, we
paid our staff during the lockdowns
as well as continuing to honour our
fixed costs. While we did have some
support from the government wage
subsidies and rent relief from the
majority of landlords this only partly
covered our expenses. There was
also pressure from inflationary cost
increases as well as an impact from
the increased cost of freight. The
teams did well to mitigate some of
these increases with good negotiation
on cost prices and tight cost controls.
While we saw challenges on both
sides of the Tasman it was clear that
Australia recovered quicker than
New Zealand, resulting in a strong
performance from Glassons Australia.
While Glassons New Zealand didn’t
have as strong a performance during
the second half of the year, there
has been improvements as we have
moved into the new financial year.
Glassons continues to lead the way
as a fashion brand and continues
to respond with agility to customer
demand while remaining relevant
in the markets it trades within. We
continue to expand the physical store
presence in Australia and invest in
digital in both markets.
Hallensteins Brothers has successfully
increased the casual product offering
to help offset the decline in demand
for tailored product while there have
been less events. This has included
moving to a more smart-casual
product range in fitting with current
trends. Investment in the website
continues to be a focus and we have
seen growth from both New Zealand
and Australia.
CHIEF
EXECUTIVE
OFFICER’S
REPORT
7
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
Retail
During the financial year we have continued to
improve the customer experience in our physical
stores by investing in stores fit outs, technology
and team training. There were refits in Glassons
Northwest Store, Auckland and Hallenstein Brothers
Nelson. New Glassons stores were opened in Marion,
South Australia, Penrith, New South Wales and
Canberra, ACT with the new concept design. We
have invested in a new app to better communicate
with our teams and new hardware to streamline the
transactional process. Training has been undertaken
in improving our customer service and in staff
wellbeing. The above is all fundamental in providing
exceptional customer service.
Digital
Digital is crucial to the growth of our
business, and we achieved a 16% increase
in online sales over the financial year.
Digital sales now account for 28% of total
sales. As the Chairman mentioned, the new
season will be hard to compare due to the
lockdowns last year but I am confident
with our significant investment in the
digital platforms and marketing, we will
be well placed to continue that growth.
The Glassons App success continues
with downloads over 850k. More
enhancements have been made to improve
the functionality including allowing
customers to leave reviews of their physical
shopping experience and enabling us to
communicate directly with their device.
Hallenstein Brothers website has received
further investment enhancing the functionality
and improving the imagery. This has led
to better engagement with customers on
social channels and improved online sales.
We will continue to invest and focus on digital
to allow us to grow the online sales and
ensure we are market leaders in this area.
117
STORES ACROSS
THE GROUP
4
NEW
STORES
2
STORES
REFURBISHED
GROUP ONLINE
SALES GROWTH
16%
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
8
Product
With international borders once
again opening up, both Hallensteins
Brothers and Glassons design,
buying and production teams have
been able to travel internationally.
This has helped to understand new
trends in international markets and
get closer to our suppliers. More
travel is planned to improve our
relationships with our suppliers and
help with the speed to market of our
product. Creating relevant desirable
product is still fundamental to the
business and we drive product
innovation to lead the market.
Sustainability
We are now in the third year of
producing our Made with Care
Sustainability Report and we continue
to make progress on our sustainability
journey. We have increased our use
of more sustainable fabric across
our brands which include organic,
recycled, and traceable materials. To
ensure transparency and authenticity
we have aligned with a number of
certification programmes. There is still
much work to do but I am proud of the
steps we have taken on our journey
which has been backed positively by
the 2022 Tearfund Ethical Fashion
Report. Fundamental to our strategy
is to maintain our integrity and be
transparent, which is ingrained in all
we do. To find more details you can
visit our sustainability pages on our
websites which are regularly updated.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
9
Moving into the new financial year there is a positivity
around less disruption from Covid related issues, but due to
the extended lock downs last year it is difficult to compare
our performance. We have seen trading improve in both
New Zealand and Australia, but much will depend on the key
trading months ahead. Our Team have shown their resilience
during the last financial year, and this has put us in a good
position moving forward.
There are challenges ahead from continued freight
disruption, FX pressures and the inflationary increases to
our costs, but we are focused to maintain our strategic
direction and we will continue to deliver great and affordable
fashion product to our customers underpinned by our
sustainability ethos.
There will be continued investment in digital to improve
customer engagement and improvements to physical stores
to provide a great customer experience. This strategic
direction with an overarching drive to deliver on operating
excellence as well as investment in our people allows us to
ensure there will be further growth opportunities.
Finally, I would like to thank the team for their loyalty and
commitment shown during these disruptive times. With their
help I am confident that the business is in great shape for the
future.
Outlook
Stuart Duncan
Group CEO
10
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
SUSTAINABILITY
MATTERS
This is our third year of sustainability reporting. During that time, we’ve stayed
true to our strategy; a journey that embraces a genuine goal of doing more
and doing better. Throughout the business, we continue to improve on our
sustainability foundation and commitment — Made with Care.
Following is a summary of the report but you can read the full version on
the Group website at www.hallensteinglasson.co.nz/sustainability
11
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
Three years ago, HGH developed a sustainability framework; it’s a roadmap to guide the
business on our sustainability journey. We have a clear vision based on our pillars (Product,
Planet, People), specific areas of focus, and the important issues within those focus areas.
Let’s take a closer look.
11
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
12
OUR 2022 KEY FOCUS
AREAS ARE:
SUSTAINABLE FABRICS
AND PRODUCTS
ETHICAL AND
TRANSPARENT
SUPPLY CHAINS
CLIMA
TE CHANGE
SUSTAINABLE
STORES AND
OPERATIONS
STAFF WELLBEING
AND EMPOWERMENT
CERTIFICATIONSINCREASEREDUCEDO NOT USE
OCS/GRS
Certified Organic or
Recycled cotton
Conventional
cotton
Angora
EUROPEAN FLAX
®
Certified Eco linen
Non Certified
linen
Silk
LENZING™
ECOVERO™
Certified Eco
viscose
Non Certified
viscose
Fur
GRS
Certified Recycled
polyester
Virgin
polyester
Mohair
GRS
Certified Recycled
nylon
Virgin nylonExotic skins
GRS
Certified Recycled
wool
Virgin wool
As you know, we’re focused
on more of our product being
sustainably sourced and
certified, every year.
This is an ongoing journey;
we haven’t yet reached some
of our preferred sourcing and
certification targets, but we
are most definitely on our
way. As always, progress is a
balancing act.
To help, we’ve created
a comprehensive list of
our preferred fabrics with
certification so we can easily
see our product sourcing mix.
It’s called our fabric sourcing
matrix, and you can see it
here. The most desirable
fabrics are obviously those
on the left.
1. SUSTAINABLE FABRICS AND PRODUCTS
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
13
2. ETHICAL AND
TRANSPARENT
SUPPLY CHAINS
Knowing who participates in our supply chain,
meeting them and checking their operations is
important to us. We achieve visibility through:
— Auditing
— Partners such as Qualspec SGT and QIMA
— Eyes and ears on the ground. Now we can travel
again, we can see factory conditions first-hand.
Our external audit partner, Qualspec SgT, audits
factories on our behalf to assess our suppliers’
compliance with our Code of Conduct.
Ensuring factories have independent monitoring
systems in place is important to us. In 2022 we
partnered with QIMA to enhance transparency
by providing a confidential grievance reporting
channel within our main factories.
3. CLIMATE ACTION
Since our 2021 Sustainability Report, we have been
busy collecting the data we need to measure our
carbon footprint as it stands. It’s been quite an
exercise.
We are now in the process of analysing the data —
this is the first step in developing our carbon
management and reduction strategy. To achieve
meaningful carbon reduction as a business, we
needed to know where we’re at
— what base level
we are working from. Now we have that information,
we’ll set our targets and develop a reduction road map.
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
14
4. SUSTAINABLE STORES AND OPERATIONS
THREE RS CONTINUE TO BE OUR FOCUS – REDUCE, REUSE, RECYCLE
We have an ambitious goal — by 2025, to reduce by 50% what goes to landfill from our distribution
centres. We are working hard to achieve this and are engaging an independent waste audit later
this year to help us plan a robust waste minimisation strategy. In Australia we have partnered with
WastePro to help with our waste reduction. We constantly review all product packaging reducing it
wherever possible. Sourcing sustainable packaging is always our priority.
15
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
5. STAFF WELL-BEING
MENTAL HEALTH AND WELLBEING
Earlier this year, we engaged with the NZ Institute of Wellbeing & Resilience (NZIWR) to deliver some
tools to help our teams.
NZIWR conducted a series of live webinars over a period of eight weeks in December and January 2022.
The workshop topics were curated into two distinct series – one an introduction to resilience, the second
focusing more tightly on managing stress.
UNCONSCIOUS BIAS
We delivered the programme in 2022. The programme educated our team on Unconscious Bias and how
to recognise and understand their own bias so they could improve their interactions and communication
with each other and with customers. This training supported our Equality, Diversity and Inclusion Policy.
16
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
INSTAGRAM FOLLOWERS
55.1
K
TIKTOK FOLLOWERS
44.5
K
42
STORES
IN NEW ZEALAND
4
STORES
IN AUSTRALIA
17
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
WARREN BELL
CHAIRMAN
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.
90
TOTAL SALES
M
DOWN -7.5%
$
18
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
INSTAGRAM FOLLOWERS
700
K
TIKTOK FOLLOWERS
160
K
19
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
36
STORES
IN NEW ZEALAND
35
STORES
IN AUSTRALIA
104
NEW ZEALAND SALES
M
AUSTRALIAN SALES
DOWN -13.0%
157
M
UP 17.4%
Glassons continues to lead the way as a
fashion brand and continues to respond
with agility to customer demand while
remaining relevant in the markets it
trades within.
STUART DUNCAN
CHIEF EXECUTIVE OFFICER
$
$
20
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 2022, 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 2022;
● 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 accounts, 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 area 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. The provision of these 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 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.
21
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 f uture 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 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.
PwC 2
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 August 2022, the Group held
$33.4 million (2021: $27.8 million) of
finished goods, net of inventory
adjustments of $0.3 million (2021: $1.4
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, inventories
are held at the lower of cost and net
realisable value (NRV). At year end,
the valuation of inventory is reviewed
by management and its cost 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.
We have performed the following procedures over
the valuation of inventory:
● for a sample of inventory items, tested inventory
costing to supporting documentation;
● we tested the accuracy of the ageing report used
by management to calculate inventory provisions
by agreeing a sample of aged inventory items to
third party invoices;
● on a sample basis we tested the net realisable
value of inventory items to selling prices;
● we performed analytical procedures on selected
inventory provisions to assess their
reasonableness and that they appropriately met
our expectations;
● we also made enquiries 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.
Our audit approach
Overview
Overall group materiality: $1.75 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.
As reported above, we have one key audit matter, being:
● Inventory valuation.
22
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 REPORT
PwC 3
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.
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.
23
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 f uture 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.
INDEPENDENT AUDITOR’S REPORT
PwC 4
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.
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 Indumin
Senaratne (Indy Sena).
For and on behalf of:
Chartered Accountants
30 September 2022 Auckland
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 1 AUGUST 2022
$’000NOTE20222021
Sales revenue2.1351,214350,759
Cost of sales2.1(148,950)(149,549)
Gross profit202,264201,210
Other operating income2.2439477
Selling expenses(126,947)(117,236)
Distribution expenses(12,043)(11,328)
Administration expenses(26,658)(23,847)
Total expenses(165,648)(152,411)
Operating profit37,05549,276
Finance income2.1177106
Finance expense2.1, 2.2(2,146)(2,430)
Profit before income tax35,08646,952
Income tax expense6.1(9,481)(13,632)
Net profit after tax attributable to the shareholders
of the Holding Company2
.125,60533,320
Other comprehensive income
– Items that will not be reclassified to profit or loss
Gains (net of tax) on revaluation of land and buildings6.1484,921
Increase in share option reserve6.1168109
– Items that may be subsequently reclassified to profit or loss
Fair value gain/(loss) (net of tax) in cash flow hedge reserve 6.11252,385
Total comprehensive income for the year attributable
to the shareholders of the Holding Company
25,94640,735
Earnings per share
Basic and diluted earnings per share2.4 42.93 55.86
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
24
STATEMENT OF FINANCIAL POSITION
AS AT 1 AUGUST 2022
$’000NOTE20222021
Equity
Contributed equity5.127, 8 0527, 357
Asset revaluation reserve24,89424,846
Cashflow hedge reserve632507
Share option reserve228101
Retained earnings36,89436,342
Total equity90,45389,153
Represented by
Current assets
Cash and cash equivalents3.135,11339,204
Trade and other receivables466239
Advances to employees242291
Prepayments5,2751,559
Taxation Receivable
572-
Inventories3.233,44127, 81 0
Derivative financial instruments7. 41,188715
Total current assets76,29769,818
Non-current assets
Property, plant and equipment4.250,41552,025
Right of use assets4.167,14667, 2 23
Investment property4.33,3723,372
Intangible assets601566
Deferred tax6.27, 3 6 46,474
Total non-current assets128,898129,660
Total assets205,195199,478
Current liabilities
Trade payables13,2888,826
Employee benefits7.17, 2527,13 1
Other payables16,50313,124
Lease liabilities4.124,65522,991
Derivative financial instruments7. 42891
Taxation payable-4,611
Total current liabilities61,98756,684
Non-current liabilities
Lease liabilities4.152,75553,641
Total liabilities114,742110,325
Net assets90,45389,153
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 2022.
GRAEME POPPLEWELLGRAEME POPPLEWELL
DIRECTOR
30 SEPTEMBER 2022
MALCOM FORD
DIRECTOR
30 SEPTEMBER 2022
25
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 1 AUGUST 2022
$’000
NOTE
SHARE
CAPITAL
TREASURY
STOCK
ASSET
REVALUATION
RESERVE
CASH
FLOW
HEDGE
RESERVE
SHARE
OPTION
RESERVE
RETAINED
EARNINGS
TOTAL
EQUITY
Balance at 1 August 202029,279(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)
Dividends 2.3, 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 2021
29,279(1,922)24,84650710136,342
89,153
Comprehensive income
Profit for year-----25,60525,605
Revaluation net of tax6.1--48---48
Cash flow hedges net of tax6.1---125--125
Increase in share option reserve6.1----168-168
Total comprehensive income --4812516825,60525,946
Transactions with owners
Sale of treasury stock5.1, 5.2-259----259
Dividends2.3, 5.1-148---(25,053)(24,905)
Transfer of share option reserve
to retained earnings ----(41)41-
(Gain) / loss on sale of
treasury stock transferred
to retained earnings 5
.1-41---(41)-
Total transactions with owners-448--(41)(25,053)(24,646)
Balance at 1 August 202229,279(1,474)24,84663222836,89490,453
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
26
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2022
$’000NOTE2022
Cash flows from operating activities
Cash was provided from:
Sales to customers351,569351,355
Rent received2.2249260
Government grants2.22,3623,875
Interest income2.117096
Interest on debtors2.1710
354,357355,596
Cash was applied to:
Payments to suppliers217, 6 63219,095
Payments to employees66,42759,115
Interest paid on leases2.22,1462,430
Taxation paid15,63313,523
301,869294,163
Net cash flows from operating activities52,48861,433
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and intangible assets61113
Repayment of employee advances49189
110302
Cash was applied to:
Purchase of property, plant and equipment and intangible assets4.28,2817, 8 9 0
8,2817, 8 9 0
Net cash flows (applied to) investing activities(8,171)( 7, 5 8 8)
Cash flows from financing activities
Cash was provided from:
Sale of treasury stock and dividends5.1, 5.240774
40774
Cash was applied to:
Dividend paid2.325,05336,982
Lease liability payments4.123,76225,411
Purchase of treasury stock5.1, 5.2 - 1,964
48,81564,357
Net cash flows (applied to) financing activities(48,408)(64,283)
Net (decrease) in funds held(4,091)(10,438)
Cash and cash equivalents at the beginning of the year39,20449,642
Cash and cash equivalents at the end of the year3.135,11339,204
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
2021
27
STATEMENT OF CASH FLOWS CONTINUED
FOR THE YEAR ENDED 1 AUGUST 2022
$’000
NOTE20222021
Net profit after taxation25,60533,320
Add/(deduct) items classified as investing or financing activities
(Gain)/loss on sale of plant and equipment2.2(13)48
Add/(deduct) non cash items
Depreciation and amortisation2.234,14435,167
Net fair value gain on investment property2.2 - (160)
Deferred taxation6.2(969)(1,058)
Impairment expense2.2271253
Share option expense168109
Add/(deduct) movements in working capital items
Taxation payable(5,183)1,166
Trade and other receivables and prepayments1,585
Trade and other payables and employee benefits8,039(5,824)
Inventories(5,631)(3,173)
Net cash flows from operating activities52,48861,433
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.
(3,943)
28
Statement of compliance
These financial statements for the year ended 1 August 2022 have been prepared in accordance with
Generally Accepted Accounting Practice (GAAP). They comply with New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices
that are applicable to entities that apply NZ IFRS. The financial statements comply with International Financial
Reporting Standards (IFRS).
Basis of preparation of financial statements
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
The reporting currency used in the preparation of these financial statements is New Zealand dollars,
rounded where necessary to the nearest thousand dollars.
Entities reporting
The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein
Glasson Holdings Limited and subsidiaries, together they are referred to in these financial statements as ‘the
Group’. The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies
are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the Group.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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 2022.
1.2 GENERAL ACCOUNTING POLICIES
20222021
Hallenstein Bros Limited100%100%Retail of menswear in New Zealand
Hallenstein Brothers Australia Limited100%100%Retail of menswear in Australia
Glassons Limited100%100%Retail of womenswear in New Zealand
Glassons Australia Limited100%100%Retail of womenswear in Australia
Retail 161 Limited100%100%Non trading company
Retail 161 Australia Limited100%100%Non trading company
Hallenstein Properties Limited100%100%Property ownership in New Zealand
PRINCIPAL SUBSIDIARIES
INTEREST HELD BY
PARENT AND GROUP
PRINCIPAL ACTIVITIES
INVESTMENTS IN SUBSIDIARIES
29
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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.
Revaluation of investment property: The fair value of the Group’s investment property is determined by
the Board following an independent valuation undertaken annually. The basis of the valuation is assessed
within a range indicated by two valuation approaches: discounted cash flow analysis and an income
capitalisation approach. The key assumptions are disclosed in note 4.3.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
Items included in the financial statements of each of the Group’s operations are measured using
the currency of the primary economic environment in which it operates (‘the functional currency’).
The financial statements are presented in New Zealand dollars, which is the Group’s 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)
a
ssets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet; and
(b)
i
ncome 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)
30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
1. BASIS OF PREPARATION (CONTINUED)
1.3 SIGNIFICANT EVENTS AND TRANSACTIONS
Trade in the first half of the 2022 financial year continued to be disrupted by the COVID-19 pandemic,
resulting in 5,432 lost trading days across the Group.
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
across New Zealand. On 7 September 2021, the rest of New Zealand outside of Auckland entered Alert
Level 2, with Auckland remaining in Alert Level 4. The Group was further impacted by localised lockdowns
in Northland and the Waikato. Non-Auckland Hallenstein Brothers and Glassons stores were reopened
with strict protocols in place in line with Government recommendations.
On 5 August 2021 Victoria announced that the state would enter a strict lockdown and all twelve Glassons
stores located in Victoria were closed. On 9 October 2021, the NSW strict lockdown rules were lifted and all
thirteen Glassons stores located in NSW were able to reopen after being closed since July 2021. The twelve
Glassons stores in Victoria reopened on 29 October 2021 when the lockdown restrictions were lifted.
On 9 November 2021 Auckland entered Alert Level 3 Step 2 and the Auckland stores for both Hallenstein
Brothers and Glassons were re-opened with strict protocols in place in line with the Government
recommendations.
As part of its response to COVID-19, the New Zealand Government provided wage subsidies over a specific
calendar period to eligible businesses to help employers continue to pay their employees and protect jobs
impacted by the alert level changes. 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 during the period 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.
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, the web stores continued to trade. An
increased focus has been placed on the e-commerce side of the business, resulting in significant growth
in online sales. The Group has worked closely with its suppliers to ensure inventory is well controlled. Where
stores were unable to trade due to the various lockdowns, the Group has entered negotiations for rent relief
support from landlords. While some negotiations have been resolved, others are ongoing.
Certain key judgements and estimates are applied in these financial statements. The Directors have assessed
the impact of COVID-19 on these judgements and estimates and concluded that changes are not necessary.
With the current COVID-19 settings in both New Zealand and Australia, all stores across the network are now
open and operating in accordance with local government regulations, prioritising the health and safety of
our employees and customers.
31
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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 2022
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
104,368156,93889,908--351,214
Cost of sales(49,038)(61,346)(38,566)--(148,950)
Finance income
493288-8177
Finance expenses
(913)(657)(575)-(1)(2,146)
Depreciation and
software amortisation
(11,417)(12,725)(9,560)(418)(24)(34,144)
Profit/(loss) before income tax5,69026,0282,922447(1)35,086
Income tax (expense)/benefit(1,611)(6,915)(830)(125)-(9,481)
Net profit/(loss) after income tax4,07919,1132,092322(1)25,605
BALANCE SHEET
Current assets18,05227,72123,4484,8032,27376,297
Non-current assets47, 51135,41323,80822,15610128,898
Current liabilities19,99124,28717, 5 8 8526961,987
Non-current liabilities23,73217, 30 411,719--52,755
Purchase of property, plant and
equipment and intangibles
1,8404,9831,40256-8,281
32
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
2. PERFORMANCE (CONTINUED)
SEGMENT RESULTS
FOR THE YEAR ENDED 1 AUGUST 2021
2.2 INCOME AND EXPENSES
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Sales revenue from
external customers
11
9,911133,64797, 201--350,759
Cost of sales
(53,887)(53,855)(41 , 8 07 )--(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)2(13,632)
Net Profit/(loss) after income tax11,55316,4214,818534(6)33,320
BALANCE SHEET
Current assets18 ,74720,33924,0134,8471,87269,818
Non-current assets48,68830,67627, 9 0 422,38210129,660
Current liabilities18,05620,41117, 81 63277456,684
Non-current Liabilities24,26214,87114,508--53,641
Purchase of property, plant and
equipment and intangibles
2,6273,3521,9074-7, 8 9 0
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 2022, the gift card liability balance recognised under “Other payables” was
$3.480M (2021: $3.051M, 2020: $2.342M). $1.338M 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.
(145)
33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
2. PERFORMANCE (CONTINUED)
INCOME AND EXPENSES
Profit before income tax includes the following specific income and expenses:
$’00020222021
Other operating income
Rental income249260
Insurance proceeds19057
Net fair value gain on investment property-160
Expenses
Occupancy costs4,0671,425
Impairment expense271253
Audit of financial statements
PwC New Zealand231189
Other services
Performed by PwC New Zealand
1
-5
Performed by PwC Australia
2
2020
Directors’ fees649695
Wages, salaries and other short term benefits
3
64,18758,521
Depreciation of property, plant and equipment9,5549,981
Depreciation of right of use assets24,27024,884
Amortisation of software320302
Total depreciation and amortisation34,14435,167
Interest on leases2,1462,430
(Gain)/loss on disposal of property, plant and equipment(13)48
DIVIDENDS2022202120222021
Cents per
share
Cents per
share
$’000$’000
Final dividend for the year ended 1 August 202124.0014,316
Interim dividend for the year ended 1 August 202218.0010,737
Interim dividend for the year ended 1 August 202015.008,947
Final dividend for the year ended 1 August 202024.0014,316
Interim dividend for the year ended 1 August 202123.0013,719
42.0062.0025,05336,982
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.
Dividends paid were partially imputed. Supplementary dividends of $160,701 (2021: $373,763) 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 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 wage subsidy benefit from the New Zealand government
of $2.362M (2021: Job keeper benefit from the Australian government of $2.139M was recognised). $2.362M was
received in cash during the year (2021: $3.875M).
34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
BASIC
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average
nu
mber 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
o
rdinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are no
options convertible into shares as at 1 August 2022 (2021: Nil).
T
he 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.
S
tatements 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.)
I
nvesting activities are those activities relating to the acquisition, holding and disposal of property, plant and
equipment, investments and employee advances.
(III.)
F
inancing 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
$’00020222021
Profit after tax25,60533,320
Weighted average number of ordinary shares outstanding59,64959,649
Basic and diluted earnings per share (cents per share)42.9355.86
Cash and cash equivalents
$’00020222021
Cash at bank33,37532,692
Short term bank deposits1,6686,447
Cash on hand7065
Total cash and cash equivalents35,11339,204
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
35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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.
Following the publication of IFRS Interpretations Committee (IRFRIC) agenda decision on Costs Necessary
to Sell Inventories, in June 2021, the Group has reconsidered its accounting treatment in relation to which
costs to include when determining the net realisable value of inventory. The Group’s reconsideration of this
accounting treatment has not resulted in any adjustment to how it determines net realisable value.
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 seven 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
f
orward 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.
T
he 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 2022.
I
nventory adjustments are provided at year end for stock obsolescence within cost of sales in the Statement
of Comprehensive Income.
T
he cost of inventories recognised as an expense and included in cost of sales amounted to $148,661,516
(2021: $149,308,971).
Inventories
$’00020222021
Finished goods
33,73529,235
Inventory adjustments
(294)(1,425)
Net inventories
33,44127, 8 1 0
3. WORKING CAPITAL (CONTINUED)
4. LONG TERM ASSETS
4.1 LEASES
36
The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
4. LONG TERM ASSETS (CONTINUED)
Right of use assets
$’00020222021
Opening net book value 67, 22 3 73,628
Depreciation(24,270) (24,884)
Additions 23,772 19,026
Impairment(271) (253)
FX impact 692 (294)
Carrying amount 67,146 67, 2 23
Lease liabilities
$’000
20222021
Opening lease liabilities 76,632 85,663
Lease modifications and additions 26,383 19,149
Interest for the period 2,146 2,430
Lease payments made(25,908) (27, 8 41)
Covid-19 rent abatements received to date(2,636) (2,369)
FX impact 793 (4 0 0)
Closing lease liabilities 77, 410 76,632
Current lease liability 24,655 22,991
Non-current lease liability 52,755 53,641
Total future lease liabilities 77, 410 76,632
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.
37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
Lease liabilities maturity analysis for the year ended 1 August 2022
$’000
MINIMUM LEASE
PAYME NTS
INTERESTPRESENT
VALUE
Due within one year
26,941 (2,286) 24,655
One to two years
21,994 (1,557) 20,437
Two to five years 31,985 (1,619) 30,366
Later than five years 2,006 (54) 1,952
Total 82,926 (5,516) 77, 410
Current 24,655
Non-current 52,755
Total 77, 410
Lease related expenses included in the income statement:
$’000
20222021
Depreciation 24,270 24,884
Rent on short-term leases 6,703 3,794
Covid-19 rent abatements received to date(2,636) (2,369)
Interest on leases
2,146 2,430
Total 30,483 28,739
4. LONG TERM ASSETS (CONTINUED)
Lease commitments
The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2022.
Lease liabilities maturity analysis for the year ended 1 August 2021
$’000
MINIMUM LEASE
PAYME NTS
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 payments included in the cash flow statement:
$’000
20222021
Interest paid on leases (operating activities) 2,146 2,430
Payments for lease liabiities principal (financing activities)
23,762 25,411
Total cash outflows from leases 25,908 27, 8 41
38
4.2 PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
4. LONG TERM ASSETS (CONTINUED)
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. These valuation approaches and the key
assumptions used by the valuers to arrive at fair value have been summarised in Note 4.3.
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 assessing that the value of the property is
no less than from the 1 August 2021 valuation to today. Confirmation was obtained from the valuers that
the valuations from 1 August 2021 were still appropriate as at 1 August 2022.
L
and 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.
B
oth the income capitalisation approach and discounted cash flow analysis contain unobservable inputs
in determining fair value. These have been disclosed in the 2021 Annual Report which can be accessed via
t
he website: www.hallensteinglasson.co.nz
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.
I
ncreases 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.
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.
39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
4. LONG TERM ASSETS (CONTINUED)
Following a review of store performance and consideration of other impairment indicators, the Group has
identified one store where indicators of impairment exist as at 1 August 2022. Further impairment testing was
performed with a write down recognised against the associated store’s right-of-use asset. Refer to note 4.1.
No material impairment was identified.
D
isposal
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are
included in the Statement of Comprehensive Income.
FOR THE YEAR ENDED 1 AUGUST 2021
FOR THE YEAR ENDED 1 AUGUST 2022
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV11,04518,81416,8085,35852,025
Additions
- - 5,7352,1917, 926
Disposals
- - (35)(14)(49)
Depreciation
- (518)(6,216)(2,820)(9,554)
Revaluations
- 67 - - 67
Closing NBV11,04518,36316,2924,71550,415
Cost/valuation11,04518,81471,70226,255127, 81 6
Accumulated depreciation
- - (55,410)(21,540)(77,401)
Closing NBV11,04518,36316,2924,71550,415
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV8,30316,21618,4835,95648,958
Additions -
- 5,1172,3217, 43 8
Disposals -
- (122)(37)(159)
Depreciation -
(42 9)(6,670)(2,882)(9,981)
Revaluations 2,742
3,027 - - 5,769
Closing NBV11,04518,81416,8085,35852,025
Cost/valuation11,04518,81466,20024,208120,267
Accumulated depreciation -
- (49,392)(18,850)(68,242)
Closing NBV11,04518,81416,8085,35852,025
40
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
4. LONG TERM ASSETS (CONTINUED)
$’00020222021
Land4,2704,270
Buildings12,79212,792
Cost17,0 6217,0 62
Accumulated depreciation(2,482)(2,226)
Net book amount14,58014,836
If land and buildings were stated on a historical cost basis, the amounts would be as follows:
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 2022 by Telfer Young (Hawkes Bay) Ltd who are independent registered
valuers and associates of The New Zealand Institute of Valuers. The valuers have recent experience in
the location and category of the item being valued. The fair values of the assets represent the estimated
price for which a property could be sold on the date of valuation in an orderly transaction between market
participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: Income
capitalisation approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuers to arrive
at fair value.
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)
T
he 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)
E
xpenses growth which is the annual amount applied to property operating
expenses over an assumed holding period.
41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
Lease receivables
The Group owns rental property that it leases under non-cancellable operating lease agreements to external
p
arties. 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
$’00020222021
Opening balance3,3723,212
Net gain / (loss) from fair value adjustment-160
Closing balance3,3723,372
$’000
20222021
Due within one year
206229
One to two years199162
Two to five years
70201
Total lease receivables
475592
The market valuation as at 1 August 2022 was in line with the valuation performed as at 1 August 2021 so
no revaluation surplus of Investment Property was recognised within other income in the Statement of
Comprehensive Income (2021 $0.160M). 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 the table below:
4. LONG TERM ASSETS (CONTINUED)
RANGE OF SIGNIFICANT
UNOBSERVABLE INPUTS
CLASS OF
PROPERTY
INPUTS USED TO
MEASURE FAIR VALUE
20222021SENSITIVITY
Land and
Buildings —
Retail
Net Market Rent$345 per m2$331 per m2
The higher the market rent and
growth rate, the higher the fair value
Rental growth rate1.5% — 2.15%0.0% — 2.50%
Capitalisation rate (yield)6.00%5.75%
The higher the capitalisation rates and
discount rate, the lower the fair value.
Discount rate7.02%7.11%
Capitalisation rate6.50%6.50%
Expenses growth2.0% — 5.9%1.4% — 2.5%
The higher the expenses, the lower
the fair value.
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.
42
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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.
2022202120222021
SHARESSHARES$000’s$000’s
Balance at beginning of year59,352,06159,563,06027, 35729,059
Purchase of treasury stock-(297,000)-(1,964)
Sale of Treasury Stock50,000-259-
Dividends --14874
Share options exercised-86,001-188
Loss on sale of treasury stock transferred
to retained earnings
--41-
B
alance at end of year59,402,06159,352,06127, 8 0527, 357
Representing:
Share capital59,649,06159,649,06129,27929,279
Treasury stock (net of dividends)(247,000)(297,000)(1,474)(1,922)
Total59,402,06159,352,06127, 8 0527, 357
CONTRIBUTED EQUITY
All shares are fully paid and rank equally.
43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
The Company operates an employee share scheme for certain senior executives to purchase ordinary shares
in the Company.
The Company provides the employees with limited recourse loans on an interest free basis to assist
employees’ participation.
The loans are applied to purchase shares on market and the shares are treated as treasury stock.
The loan amount is the total market value of the shares plus any commission applicable on the date of
purchase.
Any dividends payable on the shares are applied towards the repayment of the advance.
Shares purchased under the scheme are held by two directors as custodians and vest three years from the
date of purchase. In the event the employee leaves the company during the vesting period, the loan is repaid
by selling the shares on market. Any gain or loss arising from the sale of shares is included in equity. Refer to
note 5.1 for further detail on treasury stock.
In accordance with NZ IFRS 2 this scheme is an equity-settled scheme.
There were no shares issued during the 2022 financial year. 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.
Executive share schemeYEAR ENDED 1 AUGUST 2022YEAR ENDED 1 AUGUST 2021
Number
of shares
Av
erage
exercise price
per share option
Number
of shares
Av
erage
exercise price
per share option
Balance at beginning of financial year297,000$6.6186,001$3.49
Purchased on market during the year - - 297,000$6.61
Forfeited during the year(50,000)$5.18--
Exercised during the year
-
-
(86,001)
$3.49
Balance at end of financial year247,000$6.62297,000$6.61
Percentage of total shares held by
scheme
0.41%0.50%
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
44
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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
$’00020222021
The tax expense comprises:
Current tax expense 11,39114,667
Prior period adjustment(941)-
Deferred tax expense (note 6.2)
- Future tax benefit current year
(969)
(1,035)
Total income tax expense9,48113,632
Reconciliation of income tax expense to tax rate applicable to profits
Profit before income tax expense35,08646,952
Tax at 28% (2021: 28%)9,82413,147
Tax effect of:
- Income not subject to tax-(45)
- Expenses not deductible for tax6049
- Adjustment due to different rate in different jurisdictions538481
- Prior period adjustment(941)-
Total income tax expense9,48113,632
The effective tax rate for the year was 27.0% (2021: 29.0%).
The Group has no tax losses (2021: Nil) and no unrecognised temporary differences (2021: Nil).
45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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;
— I
mputation 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.
$’00020222021
BEFORE
TA X
TA X
(CHARGE)
/ CREDIT
AFTER
TA X
BEFORE
TA X
TA X
(CHARGE)
/ CREDIT
AFTER
TA X
Gains (net of tax) on revaluation
of land and buildings
67(19)485,769(848)4,921
Fair value gain / (loss) (net of tax)
in cash flow hedge reserve
185(60)1253,355(970)2,385
Increase in share option reserve168-168109-109
6.2 DEFERRED TAX
$’00020222021
Amounts recognised in profit or loss
Depreciation4,455
4,601
Provisions and accruals1,7731,625
Net lease liability
1,4221,302
7, 6507, 528
Amounts recognised directly in equity
Asset revaluation reserve(19)(848)
Cash flow hedges(267)(206)
Total amount recognised7, 3 6 46,474
Movements
Balance at beginning of year6,4747, 23 4
Credited to the income statement9691,058
(Charged)/credited to equity(79)(1,818)
Balance at end of the year7, 3 6 46,474
6.3 IMPUTATION CREDITS
$’00020222021
Imputation credits available for subsequent reporting periods2,7013,777
6. TAXATION (CONTINUED)
46
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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.
The Group undertook transactions with the related interests of the majority shareholder as detailed below:
Employee benefits
$’00020222021
Holiday pay accrual and other benefits7, 2 527,13 1
20222021
T C Glasson
Rent on retail premises based on independent valuations2,0392,017
Contingencies
$’00020222021
Financial guarantee1,235456
Bank guarantee provided to the New Zealand Stock Exchange Limited7575
47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:
DIRECTORS’ FEESDIVIDENDS
$’0002022202120222021
Mr T C Glasson85904,6716,895
Mr W J Bell13513534
Ms K Bycroft9595--
Mr M Donovan
*
785-58
Mr G Popplewell858880117
Mr M Ford 10010546
Ms M Devine
**
5728--
Ms S Vincent85691928
Payments to Mr G Popplewell
$’00020222021
Consulting fees-50
$’00020222021
Short term employee benefits2,7992,821
Termination benefits160-
Share scheme benefit168109
* Mr M Donovan’s directorship ceased on 20 July 2021 and final fees were paid in August 2022.
** Ms M Devine’s directorship ceased on 30 March 2022.
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.
Total remuneration of $376K was paid by the Company to close family members of the Board of Directors for
individuals that were either employed or engaged as consultants by the Company in the year ended 1 August
2022 (2021: $312K).
Payments to Karen Bycroft
$’00020222021
Consulting fees217
48
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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)
49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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 $35.113 million (2021: $39.204 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 2022
$’000
LESS THAN 3
MONTHS
3-12
MONTHS
TOTALCARRYING
VALUE
Trade and other payables
29,791-29,79129,791
29,791-29,79129,791
Forward foreign exchange contracts
Cash flow hedges:
— Outflow( 17, 467 )(12,575)(30,042)(30,042)
— Inflow18,26212,70530,96730,941
Net795130925899
AS AT 1 AUGUST 2021
$’000
LESS THAN 3
MONTHS
3-12
MONTHSTOTAL
CARRYING
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)
— Inflow13,19011,40724,59724,639
Net247425672714
50
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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 50% (2021: 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% (2021: 0.1%) 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.
51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
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$30.042 million (2021: NZ$23.925 million), primarily in US Dollars. At balance date these contracts
are represented by net assets of $0.899 million (2021: assets of $0.714 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 (2021: $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 $0.6297 (2021: $0.7013).
—
P
roportional foreign exchange movement of -10% (depreciation of NZD) and +10%
(appreciation of NZD) against the AUD, from the year end rate of $0.9012 (2021: $0.948).
—
A p
arallel shift of +2% / -2% in the market interest rates from the year end deposit rate of 2.5%
(2021: 0.25%).
52
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
7. OTHER (CONTINUED)
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)
AS AT 1 AUGUST 2022INTEREST RATEFOREIGN EXCHANGE RATE
-2% +2%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
35,113(702)(702)7027022,7102,710(2,218)(2,218)
Accounts receivable
466--------
Advances to employees
242--------
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
29,791----(1,560) (1,560)1,2761,276
Derivatives used for hedging
Derivatives designated as cash
flow hedges (forward foreign
exchange contracts)
(899)-----2,477-(2,027)
Total increase / decrease(702)(702)7027021,1503,627(942)(2,969)
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:
53
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
Subsequent to year end, the Board has resolved to pay a final dividend of 24.0 cents per share
(not imputed) (2021: 24.0 cents partially imputed). The dividend will be paid on 16th December 2022
to all shareholders on the Company’s register as at 5:00pm, 9th December 2022.
7.6 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS
There have been no changes in accounting policies or standards.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2022
7. OTHER (CONTINUED)
54
GENERAL DISCLOSURES
Board of Directors
Directors of the Company in office at the end of the year or who ceased to hold office during the year:
Principal activities of the Group
Hallenstein Glasson Holdings Limited is a non-trading Holding Company. The principal trading subsidiaries are
Glassons Limited, Glassons Australia Ltd (involved in the retail of women’s apparel), Hallenstein Bros Limited and
Hallenstein Brothers Australia Limited (retail of men’s apparel). The subsidiaries are 100% owned by Hallenstein
Glasson Holdings Limited.
DirectorQualifications / ExperienceSpecial Responsibilities
Warren James BellM 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 GlassonFounder of Glassons womenswear retail chain.
Appointed November 1985 on merger with
Hallensteins.
Non-executive Director
Graeme James Popplewell
Former CEO, B Com FCA. Appointed
March 1985.
Non-executive
Independent Director
Malcolm FordAppointed 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 BycroftBSC, 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 DevineFormer 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.
Directorship ceased in March 2022.
Non-executive Director
Sandra VincentAppointed 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
55
GENERAL DISCLOSURES
Review of operations
(a) Consolidated results for the Year Ended 1 August 2022
Directors
(a) Remuneration and all other benefits
(b) Dividend
Subsequent to balance date the Directors have declared a final dividend of 24.0 cents per share payable 16th
December 2022 (not imputed).
*
Mr M Donovan’s directorship ceased on 20 July 2021 and final fees were paid in August 2021.
**
Ms M Devine’s directorship ceased on 30 March 2022.
(b) Shareholdings
$’00020222021
Operating revenue351,214350,759
Profit before income tax35,08646,952
Income tax(9,481)(13,632)
Profit for the year25,60533,320
Remuneration of
Directors
20222021
$’000
DIRECTORS
FEES
OTHER
PAYME NTS/
BENEFITS
TOTAL
REMUNERATION
DIRECTORS
FEES
OTHER
PAYME NTS/
BENEFITS
TOTAL
REMUNERATION
Mr T C Glasson85-8590-90
Mr W J Bell135-135135-135
Mr M Donovan
*
7-785-85
Mr M Ford 100-100105-105
Mr G Popplewell85-858850138
Ms K Bycroft9521116957102
Ms M Devine
**
57-5728-28
Ms S Vincent85-8569-69
Mr J Glasson------
6492167069557753
Beneficially held20222021
W J Bell1,1431,143
T C Glasson11,950,58811,950,588
G J Popplewell203,604203,604
M Ford 10,00010,000
S Vincent48,59548,595
J Glasson
*
141,233141,233
Non-beneficially held
M Ford and G Popplewell as custodians for Staff Share Scheme247,000297,000
*
I ncluded within the 141,233 shares held by J Glasson are 97,000 shares which were purchased under the
Executive Employee Share Scheme that have not yet vested.
56
DATE
PURCHASE / (SALE)
NUMBER OF SHARES$
On Market Sale27/07/202 2(5,000)(26,065)
On Market Sale28/07/2022(9,600)(49,220)
On Market Sale29/07/2022(35,400)(184,325)
(c) Interests in share dealing
M Ford and G Popplewell 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
DirectorMeadow Mushrooms Group of Companies
DirectorCyprus Enterprises Limited
DirectorSabina Ltd
DirectorGlasson Trustee Limited
Director152 Hereford Limited
DirectorCHC Properties Ltd
DirectorWarren Bell Ltd
DirectorPoraka Ltd
DirectorHickman Family Trustees Limited
DirectorNew North Holdings Limited
DirectorWaiwetu Trustees Limited
TrusteeEmerald Trust
TrusteeWaiwetu Trust
TrusteeRyman Healthcare Share Scheme
S Vincent
DirectorHarpers Fashions Ltd
M Devine
DirectorFoodstuffs South Island Ltd
DirectorFoodstuffs New Zealand Ltd
DirectorDevine Consultancy (2014) 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
GENERAL DISCLOSURES
57
(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 2022 was:
Employee Remuneration20222021
100,000-109,99998
110,000-119,99983
120,000-129,99955
130,000-139,99935
140,000-149,99923
150,000-159,99944
160,000-169,99932
170,000-179,99921
180,000-189,9991-
190,000-199,9993-
200,000-209,99912
210,000-219,999 - 1
220,000-229,99931
230,000-239,99912
240,000-249,99921
250,000-259,999 - 1
280,000-289,99921
290,000-299,99921
320,000-329,999 - 1
330,000-339,9991-
340,000-349,999 - 1
350,000-359,9991-
360,000-369,99912
380,000-389,999 - 1
400,000-409,9991-
420,000-429,999 - 1
460,000-469,9991-
480,000-489,999 - 1
500,000-509,9992-
560,000-569,999 - 1
620,000-629,999 - 1
640,000-649,9991-
670,000-679,9991-
GENERAL DISCLOSURES
58
Chief Executive Remuneration
The remuneration of the Group Chief Executive Officer for the year ended 1 August 2022 was:
SALARYKIWISAVER
SHORT-TERM
INCENTIVE
OTHER
BENEFITS
SUB
TOTAL
LONG-TERM
INCENTIVE
TOTAL
REMUNERATION
Group Chief
Executive Officer —
Stuart Duncan
500,184.84 18,002.90 100,000.00 30,112.64 648,300.38 - 648,300.38
The remuneration of the Group Chief Executive Officer comprises fixed and performance payments. Fixed
remuneration includes a base salary, contributions to Kiwisaver, health insurance, car allowance and a carpark.
The Group Chief Executive Officer received a short-term incentive of $100,000. The STI was approved by the
Board and is linked to the Group’s financial performance against set targets.
Remuneration to Auditors
The fee for the audit of the Holding Company and subsidiaries, paid to PricewaterhouseCoopers, was $196,970.
GENERAL DISCLOSURES
59
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 2022 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.
CORPORATE GOVERNANCE STATEMENT
60
CORPORATE GOVERNANCE STATEMENT
BOARD MEMBERSHIP
At the date of this annual report the Board comprises six 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.
O
n 30 March 2022 Ms. Mary Devine, a non-executive Director of the Company, resigned from her position due to her
work commitments as CEO of Foodstuffs South Island. Her responsibilities as a Board member and member of the
various Board committees ceased at this time.
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
EXECUTIVE DIRECTOR IS:
James Glasson
The Board is currently comprised of a majority of independent Directors (Code Recommendation 2.8), and 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 55 of this report. A list of their relevant
ownership interests is on page 56 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.
D
IVERSITY
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
w
ork 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.
61
CORPORATE GOVERNANCE STATEMENT
The Board will ensure that new Directors are appropriately inducted to their role. Continuous education is also
undertaken by Directors as appropriate to ensure sure that they have skills that are relevant and up to date,
and that allow them to perform their role as Directors.
The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with
Directors individually to discuss their individual performance during the year.
PRINCIPLE 3 — BOARD COMMITTEES
“The Board should use committees where this will enhance effectiveness in key areas, while retaining
Board responsibility.”
REMUNERATION COMMITTEE
The Remuneration Committee is comprised of non-executive members of the Board, and is chaired by Tim Glasson.
The other members of the Committee as at 1 August 2022 are Warren Bell and Sandra Vincent. 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 is 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 August20222021
Directors
Female
23
Male
55
Officers
Female
11
Male
34
Details of gender composition of the Group’s Directors and senior managers as at the balance date are as follows:
62
CORPORATE 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, Stuart Duncan, the Group Chief Executive Officer, 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.
—
C
ommunication 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 2022.
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, Stuart Duncan, the Group Chief Executive Officer, as well as
employees of the Group.
The Committee is chaired by Mr Stuart Duncan. The Sustainability Governance Board Committee guides our
sustainability strategy and monitors how we are tracking against our sustainability goals. The Committee
meets every quarter 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 key areas
of focus being:
— e
nvironmentally sustainable fabrics and products;
— e
thical and transparent supply chains;
—
climate action/environmental impact;
—
sustainable stores and operations;
—
staffwell-being.
BoardRemunerationAuditNominations
Number of meetings held12222
AttendedAttendedAttendedAttended
Warren Bell12222
Timothy Glasson122-2
Graeme Popplewell12-2-
Malcolm Ford 12-2-
Karen Bycroft12---
Mary Devine
1
7---
Sandra Vincent122-2
James Glasson12---
1
Mary Devine’s Directorship ceased on 30 March 2022.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE YEAR ENDED 1 AUGUST 2022
63
CORPORATE 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 56 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 56 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 of this 58 & 59 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.
64
CORPORATE 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.
65
SHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 30 SEPTEMBER 2022
RANGE
HOLDER
COUNT
HOLDER
COUNT %
HOLDING
QUANTITY
HOLDING
QUANTITY %
1 to 499 644 10.8 139,834 0.24
500 to 999 561 9.4 381,824 0.64
1,000 to 1,999 1,145 19.2 1,496,851 2.51
2,000 to 4,999 1,660 27. 8 4,962,655 8.32
5,000 to 9,999 982 16.4 6,453,285 10.82
10,000 to 49,999 880 14.7 15,308,300 25.66
50,000 to 99,999 68 1.1 4,423,776 7. 42
100,000 to 499,999 31 0.5 4 , 8 57, 49 5 8.14
500,000 to 999,999 2 0.1 1,065,000 1.79
1,000,000 Over 5 0.1 20,560,041 34.47
Total5,978 59,649,061 100
66
SHAREHOLDER INFORMATION
RANKNAMEADDRESSUNITS
% OF
UNITS
1Timothy 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
1,806,3603.03
3FNZ Custodians Limited
PO Box 396 Wellington, 61401,534,5542.57
4Custodial Services Limited
C/- Craigs Investment Partners
PO Box 13155 Tauranga, 3141
1 , 427, 3052.39
5
New Zealand Depository
Nominee Limited
PO Box 2959 Wellington, 61401,070,8701.80
6
Citibank Nominees (New
Zealand) Limited — NZCSD
GPO Box 764g Melbourne Vic,
Australia, 3000
779,4281.31
7
National Nominees Limited —
NZCSD
PO Box 105390 Auckland City
Auckland, 1143
722,1511.21
8
Hickman Family Trustees Limited
PO Box 79084 Avonhead
Christchurch, 8446
565,0000.95
9
Kevin James Hickman &
Joanna Hickman
24 Waiwetu Street Fendalton
Christchurch, 8052
500,0000.84
10
HSBC Nominees (New Zealand)
Limited — NZCSD
PO Box 5947 Victoria Street
West Auckland, 1142
466,8890.78
11
JBWere (NZ) Nominees Limited
Private Bag 92085 Victoria Street
West Auckland, 1142
372,6270.62
12
Forsyth Barr Custodians Limited Private Bag 1999 Dunedin, 9054361,1130.61
13
BNP Paribas Nominees (NZ)
Limited — NZCSD
PO Box R209 Royal Exchange
Sydney,NSW, Australia, 1225
271,4900.46
14
Hobson Wealth Custodian
Limited
PO Box 991 Wellington, 61402 27, 2 1 80.38
15
GMH 38 Investments Limited
77b Long Drive St Heliers
Auckland, 1071
220,0000.37
16
ACE Finance Limited
4 Hawkswood Place Avonhead
Christchurch, 8042
219,6770.37
17
Graeme James Popplewell
26 Lemington Road Westmere
Auckland, 1022
203,6040.34
18
Estate Brian William Drummond
Deceased
C/- Cruickshank Pryde, PO Box
857 Invercargill, 9840
200,6800.34
19
GEM LimitedPO Box 209 Dunedin, 9054200,0000.34
20
HSBC Nominees (New Zealand)
Limited — NZCSD
PO Box 5947 Victoria Street
West Auckland, 1142
182,9460.31
Totals: Top 20 Holders Of Ordinary Shares23,282,50039.03
Total Remaining Holders Balance36,366,56160.97
67
ANNUAL BALANCE DATE
PRELIMINARY PROFIT
ANNOUNCEMENT
REPORTS AND ACCOUNTS
PUBLISHED
HALF YEAR RESULTS
INTERIM DIVIDEND
ANNUAL GENERAL MEETING
0 1 A U G U S T
SEPTEMBER
OCTOBER
MARCH
APRIL
15 DECEMBER 2022
AUDITORSAUDITORS
PRICEWATERHOUSECOOPERS
BANKERSBANKERS
ANZ BANK
NEW ZEALAND LTD.
REGISTERED OFFICEREGISTERED OFFICE
L E V E L 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
A U C K L A N D 1 1 4 1
SHARE REGISTRARSHARE REGISTRAR
COMPUTERSHARE INVESTOR
SERVICES LIMITED
PRIVATE BAG 92119
A U C K L A N D 1 1 4 2
T
EL +64 9 488 8700
WEBSITESWEBSITES
HALLENSTEINGLASSON.CO.NZ
GLASSONS.COM
HALLENSTEINS.COM
68
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2022
CALENDAR
DIRECTORY
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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