The Warehouse Group Limited FY24 Results
1
_________________________________________________________________________
The Warehouse Group announces FY24 results with a focus on
fixing performance
_________________________________________________________________________
Auckland, 26 September 2024
• Total Group sales $3.0 billion in FY24, down 6.2% compared to FY23
• The Warehouse sales were $1.8 billion, down 5.3%
• Warehouse Stationery sales were $231.9 million, down 6.7%
• Noel Leeming sales were $1.0 billion, down 5.3%
• Gross Profit Margin held flat at 33.6%
• Adjusted NPAT of $18.9 million, down from $57.4 million in FY23
• Net Loss After Tax of $54.2 million, down from NPAT of $29.8 million in FY23
• Net Debt of $50.7 million.
Today The Warehouse Group announced its FY24 financial results, reflecting one of its
toughest years on record.
The Group is reporting a Net Loss After Tax of $54.2 million, significantly impacted by the
disposal of Torpedo7 in March 2024. This result compares to a Net Profit after Tax of $29.8
million in FY23. The Group’s Operating Profit
1
(EBIT) is $28.9 million, which is at the higher
end of the guidance range provided to the market in June, while Adjusted Net Profit After
Tax
2
(NPAT) is $18.9 million compared to $57.4 million in FY23.
Chair Dame Joan Withers described the last financial year as one of the most challenging in
the company’s 42-year history.
“The economic climate in Aotearoa New Zealand has been difficult for most retailers, with
inflation, high interest rates, and a weak economy significantly reducing consumer demand.
However, our trading performance and operational execution have fallen short and
exacerbated these challenges.”
“The poor financial performance we’ve reported this year is not acceptable. The Board and
Executive Leadership team are acutely aware of the disappointment shareholders will be
experiencing and the big job ahead of us to get the company back on track.”
Interim Chief Executive Officer John Journee says work is well underway to turn
performance around.
1
Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure.
For a reconciliation between Operating Profit and Reported EBIT refer to Note 2.0 of the Financial
Statements for the 52 weeks ending 28 July 2024.
2
Adjusted Net Profit After Tax (NPAT) excludes the impact of NZ IFRS16 and unusual items and is a
non-GAAP measure. For a reconciliation between Reported and Adjusted NPAT refer to Note 5.0 of
the Financial Statements for the 52 weeks ending 28 July 2024.
2
“While trading conditions have been tough, our FY24 performance is disappointing, and
we’ve simply scored too many own goals. Our ecosystem strategy was too ambitious, and
we took our eye off the ball on product. We held onto Torpedo7 and TheMarket.com too
long, reacted too slowly to changing customer spending, and fell out of step with what Kiwi
families want.
“We’ve made mistakes and we own that. But we know where we went wrong, and we’re
already working hard to fix it.”
Financial performance
Total Group sales were $3.0 billion (down 6.2% from FY23). Sales declined 4.9% in the first
half of FY24 but deteriorated further in the second half and were down by 7.6% on H2FY23.
The greatest impact was the decline in The Warehouse division’s retail sales which
contracted 5.3% to $1.8 billion in FY24, compared to the brand’s record FY23 sales of $1.9
billion. Warehouse Stationery sales were $231.9 million (down 6.7%) and Noel Leeming
sales were $1.0 billion (down 5.3%) in FY24.
Mr Journee says FY24 was an extremely difficult year where the company’s response to
deteriorating market conditions fell short of what was required.
“Even without the $60.5 million loss from the sale of Torpedo7, our underlying profit was still
down on the previous year. We need to significantly improve our performance and in the
time since I assumed the Interim Chief Executive role, I have been focused on ensuring we
are set up to execute our turnaround plan which is now underway.
Brand performance
The Warehouse
The Warehouse sales were $1.8 billion in FY24, down 5.3% against the last financial year.
Despite the decreased sales, The Warehouse gross profit margin percentage held up,
increasing 10 basis points on the prior year. Store foot traffic and same store sales
decreased at a slower rate than headline sales at 2.2% and 2.9% respectively.
The Warehouse operating profit declined 75.3% to $17.7 million, with an operating margin of
1.0% down 280 basis points on the prior year, driven by lower gross profit dollars, and higher
depreciation and Group overhead costs, particularly in the second half.
The Warehouse is an iconic New Zealand retailer known for a bargain, and we should be the
go-to choice for Kiwis navigating a rising cost-of-living.
However, our category strategy was off the mark, our execution was poor, and our customer
offer was inconsistent. We had successes with our grocery, audio visual, home technology
and outdoor leisure categories, but this was offset by declines in the sales of home and
apparel.
“We’ve had a particularly challenging second half. Our winter range didn’t resonate
sufficiently with customers and we needed to discount heavily as a result. This, along with
increased promotional activity, caused the 250 bps gross margin gains achieved in the first
half to be eroded in the second half, ultimately delivering a modest gross profit margin of 10
bps year on year,” says Mr Journee.
3
Grocery sales continued to grow with pet, baby, health and beauty, laundry and pantry all
performing strongly.
“Kiwi families continue to look to us for more affordable options and we’re seeing success
with our private labels, such as Market Kitchen in pantry and Good One in health and
beauty. However, grocery is only one of several key categories for us and we’re working
hard to strengthen our offer in home and apparel to reset our category and margin mix and
improve our overall performance.”
Warehouse Stationery
Warehouse Stationery sales were down 6.7% to $231.9 million in FY24. Our Print & Copy
Centre products and service continued to be our highest growth category, up 14.0% in FY24.
Warehouse Stationery operating profit declined 44.0% to $12.9 million, with an operating
margin of 5.6% down 370 basis points on the prior year.
Noel Leeming
Noel Leeming performance was challenged by tough trading conditions, driven by reduced
discretionary spend on high ticket items and an increasingly competitive market.
Margin, however, only declined 20 bps, indicating tight trading disciplines in a competitive
market. Combined with a small uptick in cost of doing business as a percentage of sales,
Operating Profit declined 36.6% to $17.3m with an operating margin of 1.7% down 90 basis
points on the prior year.
Getting our brands fighting fit
“The distraction of delivering the Group ecosystem strategy, Agile, and the multi-year
modernisation of core systems, meant execution across core retail capabilities was not
where we needed it to be. So, we’re changing all that to get us fighting fit,’ says Mr Journee.
“We have reset the Group strategy, divested unprofitable businesses, and moved away from
the ecosystem strategy to a retail led strategy focused on trading our core brands, The
Warehouse, Warehouse Stationery and Noel Leeming.
“The shift to a brand-led strategy is centred on strengthening each brand’s specific customer
value propositions to enable them to more effectively compete.
“In July, we restructured our senior leadership and changed our operating model from Agile
to a fit-for-purpose retail operating model.
“The Warehouse will be our key focus. We’re getting back to basics by focusing on our core
retail strengths. We’ve begun resetting our categories to bring in more trend and newness,
and better merchandising. This will strengthen our market position and improve profitability.
“With the right strategy underpinning our actions, we’re determined to deliver on our promise
to provide great products at affordable prices.”
Dividend
In March, the Board declared an FY24 interim dividend of 5.0 cents per share.
4
The interim dividend paid in April 2024 represents a 92% payout ratio, exceeding the
Group’s dividend policy to distribute at least 70% of the Group’s full-year adjusted net profit
(subject to tradingf performance, market conditions and liquidity requirements).
Dame Joan says, “As a result of the Group’s financial performance resulting in a net
operating loss in the second half of this financial year, the Board has made the decision not
to declare a final dividend for FY24.”
Looking ahead
“The retail environment in New Zealand remains tough as recent GDP figures show, and we
expect that consumer demand and market conditions will continue to be challenging and
unpredictable in the near term. We remain cautious about when we might see a meaningful
increase in retail spending,” says Mr Journee.
“We’re under no illusions of the challenges ahead of us. While we’ve been able to regain
market share in our core retail segment in the first six weeks of FY25, our sales have been
soft and our gross profit remains under pressure as we clear the last of our winter stock and
continue to reset our product offer.
“With our strategic focus firmly back on trading our brands and on renewing and energising
our product ranges, the team and I look forward to being able to demonstrate progress in the
year ahead.”
The Group will share a FY25 Q1 Trading Update on 8 November 2024.
Ends
Contact details regarding this announcement:
Investors and
analysts:
Julia Belk, Investor Relations Manager
+64 21 240 8997
julia.belk@thewarehouse.co.nz
Media: Julian Light, General Manager Corporate Affairs
+64 21 243 8528
julian.light@twgroup.co.nz
---
26 September 2024
FY2024 Annual Results
52 weeks ending 28 July 2024
Helping Kiwis live better every day
03
05
09
24
28
31
34
2
Chair’s Update – Dame Joan Withers
Group Update – John Journee
Group Financial Performance – Mark Stirton
Turnaround Plan – John Journee
Looking ahead – John Journee
Appendix – Additional Information
Glossary
Contents
3
Chair update
Dame Joan Withers
Chair
4
Chair update – Year in review
•Challenging economic environment continues to impact consumer spend
•Our trading performance and operational execution have exacerbated the
challenges of a difficult environment
•We have taken action to turn the business around:
•Torpedo7 sold - the loss incurred on sale has resulted in the first loss for
The Warehouse Group in our history
•Leadership team and business restructured around our three core brands
•Focus on reducing costs of doing business and capital expenditure
•No final dividend declared - FY24 interim dividend of 5.0 cents per share,
representing 92% payout of Adjusted NPAT
•We are absolutely focused on simplifying our business, reducing our cost of
doing business, and sharpening the focus on our core brands to turn our
performance around.
Our 2024 financial year has been one of the most challenging in our 42-year history
All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the financial statements for the 52 weeks
ending 28 July 2024.
Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of this
presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.
CEO update
John Journee
Interim CEO
5
6
CEO update – Year in review
•Sales were down 6.2% with total Group sales at $3.0 billion – down 4.9% in
FY24 H1 and down 7.6% in FY24 H2
•Group Gross Profit was down 6.2% with margin being flat at 33.6%
•Cost of Doing Business (CODB)
2
was down 1.3%, but did increase as a
percentage of sales from 31.0% to 32.6%
•The decline in Gross Profit and increased CODB as a percentage of sales,
resulted in Operating Profit of $28.9 million, down 65.3%
•The $60.5 million loss on disposal of Torpedo7 and wind up of
TheMarket.com had a direct impact on our Reported NPAT – resulting in a
loss for the year of $54.2 million.
Group Results
1
1.All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the financial statements for the 52
weeks ending 28 July 2024.
2.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.
3.Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of this
presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.
7
FY24 - Brand performance
The Warehouse
Sales $1.8b (down 5.3%)
Online sales 5.1%
Operating profit $17.7m (FY23: $71.6m)
•Success in grocery, audio visual, home
technology & outdoor leisure categories
offset by declines in Home and Apparel
•Modest gross margin gain of 10 bps
•Store foot traffic down 2.3% and same
store sales down 2.9%
•New store - Wānaka, reopened Wellington
CBD store
•In-store NPS 80.5 (FY23: 77.3)
Warehouse Stationery
Sales $231.9m (down 6.7%)
Online sales 8.0%
Operating profit $12.9m (FY23: $23.0m)
•Double-digit Print & Copy Centres growth
in FY24
•New Store - Wānaka SWAS
•BizRewards – 30,000 strong membership
base to leverage
•In-store NPS 86.0 (FY23: 77.0)
Noel Leeming
Sales $1.0b (down 5.3%)
Online sales 10.2%
Operating profit $17.3m (FY23: $27.3m)
•Difficult trading conditions, impacted by
reduced discretionary spend and an
increasingly competitive market
•Tech Solutions continues to be
differentiator
•New store - Wānaka, relocated
Greymouth to a bigger site
•In-store NPS 76.8 (FY23: 75.1)
8
Sustainability
The Warehouse Group
Climate-related
Disclosure Report
9
Group financial
performance
Mark Stirton
CFO
10
Group financial performance
1.All financial results in this presentation are reported on a continuing operations basis (excluding Torpedo7) unless otherwise stated. Refer to Note 17 of the financial statements for
the 52 weeks ending 28 July 2024.
2.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.
3.Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of
this presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.
4.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued
operations. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.
•FY24 H2 was significantly more challenged than H1.
•Margin degradation in H2 was primarily driven by promotions and mark downs due to under performance in key categories.
•CODB was well controlled below last year.
$ million (continuing)
1
FY24FY23Variance
Sales revenue
3,037.6 3,236.9
-6.2%
Gross Profit
1,020.9 1,088.2
-6.2%
Gross Profit Margin %33.6%33.6%-
Cost of doing business (CODB)
2
992.0 1,004.8
-1.3%
CODB %32.6%31.0%+ 160 bps
Operating Profit
3
28.9 83.4
-65.3%
Operating Profit Margin %1.0%2.6%(160) bps
Net Profit After Tax (Adjusted)
4
18.9 57.4
-67.1%
Reported NPAT(54.2)29.8-281.8%
H1 VarH2 Var
-4.9%-7.6%
-0.4%-12.3%
+160 bps(180) bps
-1.5%-1.0%
+120 bps+ 220 bps
14.9%-130.7%
+40 bps(400) bps
18.9%-137.3%
-236.3%-346.0%
11
Earnings and dividends
1.Dividends reflect those declared for the financial period as opposed to those paid in the period.
2.The payout ratio in FY23 is based on FY23 Adjusted NPAT as reported in FY23.
3.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued
operations. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.
Cents per shareFY24FY23Variance
Reported EPS
(15.7)8.6
-281.8%
Adjusted EPS
5.516.6
-67.1%
Dividends per share
1
5.08.0-37.5%
Payout ratio
2
91.9%74.1%
9.0
13.0
10.0
5.0
8.0
17.5
10.0
8.0
5.0
17.0
35.5
20.0
8.0
5.0
FY19FY20FY21FY22FY23FY24
InterimFinalSpecial
Historical dividends (cps)
No dividend
COVID-19
•5cps FY24 interim dividend
•No final dividend declared
•Adjusted EPS removes the $60.3m loss from
the sale of Torpedo7
•91.9% payout ratio of FY24 Adjusted NPAT
3
12
Sales contribution
1.In FY24, other sales (0.3%) includes revenue from TheMarket.com and other Group operations and eliminations.
2.In FY23, other sales (1.0%) includes revenue from TheMarket.com, sales through 1-day.co.nz, and other Group operations and eliminations.
3.Metrics for FY24 and represent weighted average across The Warehouse, Warehouse Stationery, and Noel Leeming brands. Other revenue is not included therefore there will be variance to
the reported sales decline.
•Group weighted
average retail
selling price
decreased 50 bps
•Number of units sold
decreased 4.7%
•Sales density
($/sqm) decreased
3.7%
59.0%
7.6%
33.1%
0.3%
(1)
The WarehouseWarehouse Stationery
Noel LeemingOther
FY24 Group Sales (Continuing)
$3,037.6m
55.7%
7.3%
31.2%
4.8%
1.0%
(2)
The WarehouseWarehouse Stationery
Noel LeemingTorpedo7
FY23 Group Sales (Reported)
$3,399.1m
FY24 Key metrics
3
13
Geographical strength
1.Based on foot traffic data for stores across The Warehouse, Warehouse Stationery and Noel Leeming and StatsNZ population estimate as at 30 June 2024.
86 stores
Sqm: 460,121
66 stores
Sqm: 80,137
66 stores
Including 41 SWAS
Sqm: 49,030
Strong community reach
85% of Kiwis live within 20
minutes of a store
1 in 3 Kiwis visit us each week
1
218 stores New Zealand wide
14
Market share
1.TWG sales excluding sales from grocery categories. TWG defines core retail as retail spend excluding grocery, liquor, travel, fuel, and entertainment spend.
Source: Datamine
Group market share of core retail
1
Jul-23Aug-23Sep-23Oct-23Nov-23Dec-23Jan-24Feb-24Mar-24Apr-24May-24Jun-24Jul-24
TWG excl Grocery vs Core Retail (month)TWG excl Grocery vs Core Retail (RTM)
15.2%
14.7%
•Total Group market share of Core
Retail spend declined 20 bps over FY23
•Total Group (excluding Grocery)
market share of Core Retail declined 50
bps over FY23
•Had Home and Apparel categories
held at FY23 sales levels, Total Group
market share excluding Grocery would
have been 15.3% (compared to 14.7%)
15
Gross profit
•FY24 H1 improvement driven by
better inflow margin, mix, and lower
supply chain costs
•FY24 H2 significantly impacted by
lower inflow margin and higher
promotional and mark down activity
than planned
32.7%
34.3%
34.6%
32.8%
33.6%33.6%
1H23 1H24 2H23 2H24 FY23 FY24
+160
bps
-180
bps
Gross Margin %
16
Cost of doing business
1.Cost of Doing Business (CODB) excludes the impact of NZ IFRS16, unusual items, and is a non-GAAP measure.
CODB
1
categories ($m)
535.8
512.1
64.1
68.2
125.7
129.1
279.2
282.6
1,004.8
992.0
FY23FY24
Employee Exp.Depn & Amort Exp.Lease Exp.Other Exp.
30.8%
29.3%
31.5%
31.0%
32.6%
FY20FY21FY22FY23FY24
Historical CODB
1
as % of sales
1.3%
reduction
in CODB
-2.0% brand CODB
-1.0% SSO CODB
+6.5% depreciation
•Cost remains a focus into FY25 to reduce CODB %, targeting <31%
•Depreciation expected to slow as large capital projects roll off
•Employee costs down 4.4% through store labour optimisation and SSO restructure
•Other includes technology running costs which increased 18.0% due to core systems coming online
17
Operating profit
1.Operating Profit excludes the impact of NZ IFRS16 and unusual items and is a non-GAAP measure. For a reconciliation between Operating Profit and Reported EBIT refer to Slide 32 of this
presentation and Note 2.0 of the Financial Statements for the 52 weeks ended 28 July 2024.
FY24 Operating Profit
1
($m)
Other
Operating Profit Movement ($m) (FY23-FY24)
FY24
FY23
TOTAL
GROUP
Other
Operating
Profit
Margin %
1.0%5.6%1.7%1.0%
Operating
Profit as %
of Group
61.2%44.6%59.9%(29.4%)(36.3%)100.0%
•TheMarket.com losses reduced by $13.5 million in
FY24 – this was closed in June 2024
•Benefit in other operating profit driven primarily by
lower SSO costs in FY24, including STI and LTIs
18
The Warehouse
1.Same store sales excludes online and removes the impact of opening and closing stores year on year.
1,706.01,804.91,726.91,892.41,792.3
0%
10%
20%
30%
40%
50%
1,600
1,650
1,700
1,750
1,800
1,850
1,900
1,950
FY20FY21FY22FY23FY24
SalesGross Profit Margin
$ millionFY24FY23Variance
Sales
1,792.3 1,892.4
-5.3%
Operating Profit
17.7 71.6
-75.3%
Operating Margin %1.0%3.8%(280) bps
Online sales
91.8117.7
-22.0%
Online as a % of sales
5.1%6.2%
(110) bps
Click and Collect as % of online
sales
54.0%52.6%
+140 bps
Number of stores
8688
(2)
Sales density (Sales $ / sqm)3,842 3,996 -3.9%
Same store
sales
1
(2.9%)
Basket Value
(1.1%)
Store foot
traffic
(2.3%)
Foot traffic
conversion
+ 0.5%
•Homeware and apparel categories primarily responsible for
the decline in sales and margin on last year
•Grocery, audio visual, home technology & outdoor leisure
categories sales grew in FY24, with grocery now comprising
nearly a quarter of The Warehouse sales
•Gross profit % up 10bps, despite an increasingly competitive
market and the increased mix of grocery sales
•Our online channel has stabilized at 5% of sales. Online visits
were up on last year and are key to driving store traffic. Click
and collect fulfilment remains strong at 54% of online orders
•CODB below inflation
19
Warehouse Stationery
1.Same store sales excludes online and removes the impact of opening and closing stores year on year. Information is for Stand-Alone Warehouse Stationery Stores only and excludes
SWAS stores.
268.8274.6249.7248.6231.9
0%
10%
20%
30%
40%
50%
60%
200
210
220
230
240
250
260
270
280
FY20FY21FY22FY23FY24
SalesGross Profit Margin
$ millionFY24FY23Variance
Sales
231.9 248.6
-6.7%
Operating Profit
12.9 23.0
-44.0%
Operating Margin %5.6%9.3%(370) bps
Online sales
18.422.6
-18.6%
Online as a % of sales
8.0%9.1%
(110) bps
Click and Collect as % of online
sales
22.8%20.8%
+200 bps
Number of stores
6666
-
SWAS Stores
4140
+1
Sales density (Sales $ / sqm)
4,7074,758
-1.1%
•Print and Copy Centre continues to grow – achieving
another record sales year – but offset by declines in
print consumables, study equipment and office
furniture
•BizRewards channel underperformed as SME
customers also cut back costs – but a powerful base of
30,000 members
•Gross profit % down 150bps due to increased
promotional and clearance activity, driven by lower
demand and heightened competition, particularly in
study and office furniture
•CODB down less than 1%
Same store
sales
1
(6.2%)
Store foot
traffic
(2.5%)
Foot traffic
conversion
+ 3.2%
Basket Value
(6.8%)
20
Noel Leeming
1.Same store sales excludes online and removes the impact of opening and closing stores year on year.
$ millionFY24FY23Variance
Sales
1,005.2 1,061.0
-5.3%
Operating Profit
17.3 27.3
-36.6%
Operating Margin %1.7%2.6%(90) bps
Online sales
102.7116.4
-11.7%
Online as a % of sales
10.2%11.0%
(80) bps
Click and Collect as % of online
sales
67.2%59.0%
820 bps
Number of stores
6667
(1)
Sales density (Sales $ / sqm)
12,19712,752
-4.4%
1,010.01,128.21,096.71,061.01,005.2
0%
5%
10%
15%
20%
25%
30%
800
850
900
950
1,000
1,050
1,100
1,150
FY20FY21FY22FY23FY24
SalesGross Profit Margin
•Foot traffic into store was disappointing, down 8.5%
•Post COVID-19 replacement cycle demand has not yet
come through, as disposable income for high ticket
items tightened
•Gross profit margin decreased 20 bps as a result of
competitive pricing in the market and higher sales in
lower margin categories
•Click & collect (led by our 1-hour click & collect option)
is increasingly our customers’ most popular fulfilment
option, accounting for 67.2% of online sales fulfilment
•CODB down ~2%
Same store sales
(4.5%)
Basket Value
(1.3%)
Store foot traffic
(8.5%)
Foot traffic
conversion
+ 5.7%
$ millionJuly-2024July-2023Variance $
Inventory
472.1493.3
(21.2)
Trade and Other Receivables
99.297.0
2.2
Trade and Other Payables
(461.4)(407.3)
(54.1)
Provisions
(62.9)(71.7)
8.8
Working Capital
47.0 111.3
(64.3)
Fixed Assets
273.4 317.6
(44.2)
Funds Employed
320.4 428.9
(108.5)
Tax Assets
92.6 93.5
(0.9)
Derivatives
10.7 (2.1)
12.8
Right of Use Assets
601.6 661.0
(59.4)
Goodwill and Brands
73.0 73.0
-
Capital Employed
1,098.3 1,254.3
(156.0)
Shareholders’ Equity
309.6 402.1
(92.5)
Minority Interests
1.2 0.9
0.3
Net Debt
50.7 48.1
2.6
Net Lease Liability
736.8 803.2
(66.4)
Capital Employed
1,098.3 1,254.3
(156.0)
Liquidity
419.3421.9(2.6)
As at 28 July 2024
•Inventory down 4.3% on prior year
•Excluding Torpedo7 and Goods in Transit, up
10.8%
•Stock adequately provided
•Aged inventory
1
at 20.7% (FY23: 23.4%)
•Trade payables up due to year end timing
•Net debt $50.7m with $419.3m head room available
•Covenants met throughout period
•FY24 Interest Cover = 4.4 times (min requirement
2.0)
•FY24 Gearing Ratio = 11.1% (max permitted 50%)
•We have agreed a short-term change in covenant
test to an interest cover on a pre-IFRS16 EBITDA basis
21
Balance sheet
1.Aged inventory calculated as stock over six months old.
22
Cash flow and net debt
1.Cash conversion calculated as Operating cash flow / EBITDA (including continuing and discontinued operations) for the year ended 28 July 2024.
2.Free cash flow yield calculated as Operating cash flow less capital expenditure over market capitalisation at 28 July 2024.
3.EBITDA (from continuing and discontinued operations) represents Earnings before interest, taxation, unusual items, depreciation and amortisation for the year ended 28 July 2024.
4.Interest paid includes $37.5 million interest on lease liabilities (FY23: $36.2 million) . Refer to Note 3.6 of the Financial Statements for the year ended 28 July 2024.
5.The difference between cash flow capital expenditure of $39.4 million above and capital expenditure per total project spend and in Note 9 of the financial statements is due to timing of
accruals and creditor payments.
•The 17.4% decline in EBITDA was offset by favourable
movement in working capital and net tax refunded
in the year, resulting in 13.2% reduction in Operating
cash flow to $185.9 million (including continued and
discontinued)
•Cash conversion
1
improved to 85% (FY23: 81%)
•Free cash flow yield
2
has increased to 29.7%
(FY23:15.9%)
Net debt bridge ($m)
41.2
48.1
50.7
FY22FY23FY24
Liquidity
headroom
$419.3m
Net debt ($m)
23
Capital and Project expenditure
•Total Project Expenditure was $73.4 million in FY24, compared to $154.4
million in FY23, and below guidance of $80 million
•Capital expenditure comprised $39.0 million
•The last five years have seen significant investment in replacing legacy IT
retail infrastructure
•Core System investments were $138.9 million over 5 years
•We have reduced our annual project spend to $32 - $39 million for FY25
Project Expenditure ($ million)FY24FY23
Core Systems32.646.4
Other Information Systems16.926.0
Property8.1 19.4
Store Development5.0 26.6
Store Operations4.8 14.5
Digital and Supply Chain6.0 21.5
Total Project Expenditure73.4154.4
24
Turnaround plan
John Journee
Interim CEO
25
Strategic reset
We can and will do better and that starts with getting back to being a great retail business that
delivers products that Kiwi families want, at great prices.
FROM
TO
Group ecosystem strategy
Brand-led strategies enabled by
Group scale
Agile operating modelRetail operating model
Investment in digital platforms
Significant change with modernisation
of core systems
Focus on core retail functions
Limit change, leverage platform
investment, derive benefit
26
Brand focused leadership
Interim Chief Executive Officer
John Journee
Human
Resources
Finance, Tech,
Data & Property
OperationsMerchandising
Supply Chain &
Sourcing
Marketing &
Digital
Noel Leeming
Our Leadership Team
Warehouse
Stationery
27
The Warehouse is key to our turnaround
Fighting Fit
Deliver
Everyday Low
Prices with the
right range of
products
Be an Everyday
Low-Cost
retailer
Win key family
shopping
missions &
moments
Actively
engage with
our Customers
& Communities
Strategies to win
28
Looking ahead
John Journee
Interim CEO
29
In the year ahead
•The retail environment in New Zealand remains
tough as recent GDP figures show, and we expect
that consumer demand and market conditions will
continue to be challenging and unpredictable in
the near term. We remain cautious about when we
might see a meaningful increase in retail
spending.
•We’re under no illusions of the challenges ahead of
us. While we’ve been able to regain market share in
our core retail segment in the first six weeks of FY25,
our sales have been soft, and our gross profit
remains under pressure as we clear the last of our
winter stock and continue to reset our product
offer.
•With our strategic focus firmly back on trading our
brands and on renewing and energising our
product ranges, the team and I look forward to
being able to demonstrate progress in the year
ahead.
•The Group will share a FY25 Q1 Trading Update on 8
November 2024.
Thank you
Helping Kiwis live better every day
31
Appendix
Additional information
32
EBIT and NPAT reconciliation
1.Refer to Note 2.2 of the Financial Statements for the 52 weeks ending 28 July 2024 for further details on the NZIFRS16 adjustment.
2.Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. FY23 Adjusted NPAT has been restated for the treatment of Torpedo7 as discontinued
operations. A reconciliation between Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.
•The Group sold the assets of Torpedo7 to Tahua Partners Limited in February
2024. The after-tax loss amounts to $60.3 million from discontinued operations in
FY24.
•The NZIFRS 16 adjustment of $38.9 million in FY24 (FY23: $38.9 million) represents
the backing out of pre-IFRS rent and the deduction of the Right of Use Asset
amortisation.
Operating ProfitNPAT
$ millionFY24FY23FY24FY23
Reported profit attributable to
Shareholders of the parent
45.7 88.5 (54.2)29.8
Loss from discontinued
operations
(13.2)(20.2)(60.3)(20.1)
Reported profit from
continuing operations
58.9 108.7 6.1 49.9
Restructuring costs
8.9 10.5 6.4 7.6
Gain on sale of property
- (0.4)- (0.3)
Loss on sale of associate
- 3.5 - 3.5
Adjustments for NZIFRS 16
(38.9)(38.9)(1.7)(3.3)
Tax on buildings
--8.1 -
Adjusted profit from
continuing operations
28.9 83.4 18.9 57.4
For 52 weeks ended 28 July 2024
33
Our ESG progress
•40% of private label sales from products with sustainable attributes (FY23: 33%)
•55% of private label sales from products with sustainable packaging (FY23: 43%)
•257.1 tonnes of post-consumer waste diverted from landfill (FY23: 198.9 tonnes)
•$2.6 million raised for New Zealand charities and community groups
•46.9% senior leaders are female
•37.5% female board members
•eNPS 19.6 pts
•Scope 1 and 2 market-based emissions decreased 30.4% from FY23
•63 stores and sites powered by solar
•Diverted 77.7% operational waste from landfill (FY23: 72.9%)
•13 of the 28 EV chargers at The Warehouse stores upgraded to 25kW DC chargers
Our people
and
communities
34
Glossary
TermDefinitionTermDefinition
C&CClick & CollectMDMMaster Data Management
CODBCost of Doing BusinessNIDCNorth Island Distribution Centre
COGSCost of Goods SoldNIFCNorth Island Fulfilment Centre
DCDistribution CentreNLNoel Leeming
DIFOTDelivered In-Full On-TimeOMSOrder Management Solution
E2EEnd-to-EndOMUOperating Model Update
EDLPEvery Day Low PricePOSPoint-of-Sale
ELSExecutive Leadership SquadSIDCSouth Island Distribution Centre
eNPSEmployee Net Promotor ScoreSSOStore Support Office
ERPFI
Enterprise Resource Planning - Finance and
Inventory
SSSSame Store Sales
FCFulfilment CentreSWASStore-Within-a-Store
GBOGroup Business OperationsT7Torpedo7
GEPGroup eCommerce PlatformTWLThe Warehouse Limited
GMVGross Merchandise ValueWALTWeighted Average Lease Tenure
GOMSGroup Order Management System WMSWarehouse Management System
LTVCustomer Lifetime ValueWSWarehouse Stationery
35
Disclaimer
This presentation may contain forward looking statements and
projections. There can be no certainty of the outcome and
projections involve known and unknown risks, uncertainties,
assumptions and other important factors that could cause the
actual outcomes to be materially different from the events or
results expressed or implied by such statements and
projections.
While all reasonable care has been taken in the preparation of
this presentation, The Warehouse Group Limited does not make
any representation, assurance or guarantees as to the
accuracy or completeness of any information in this
presentation. The forward-looking statements and projections
in this report reflect views held at the date of this presentation.
Except as required by applicable law or any applicable Listing
Rules, the Relevant Persons disclaim any obligation or
undertaking to update any information in this presentation.
A number of non-GAAP financial measures are used in this
presentation. You should not consider any of these in isolation
from, or as a substitute for, the information provided in the
financial statements for the 52 weeks ending 28 July 2024,
which are available at www.thewarehousegroup.co.nz.
This presentation does not constitute investment advice, or an
inducement, recommendation or offer to buy or sell any
securities in The Warehouse Group Limited.
26 September 2024
FY2024 Annual Results
52 weeks ending 28 July 2024
Helping Kiwis live better every day
---
INTEGRATED
ANNUAL
REPORT
2024
Dean Hamilton
Audit and Risk Committee Chair
25 September 2024
Dame Joan Withers
Board Chair
25 September 2024
2024
TABLE OF CONTENTS
The Warehouse Group Board and Executive Leadership Team
are pleased to present our FY24 Integrated Annual Report
2024 at a Glance 4
Chair’s Report 6
Interim CEO’s Report 8
Financial Review 10
Our Purpose, Vision and Values 14
Our Stores 15
Our Brands 16
Integrated Report 22
Risk and Materiality 24
Sustainability 26
Growing and Developing Our People 32
Case Studies 33
Global Reporting Initiatives (GRI) Report 40
Financial Statements 42
Notes to the Financial Statements 48
Independent Auditor’s Report 65
Governance Report 72
Statutory Disclosures 88
GRI Content Index 92
Ernst & Young Report – GRI 96
Directory 101
3
Image: Lodestone Energy. Located in the far north near Kaitaia, Kohirā is Aotearoa’s first utility-scale solar farm to supply the national grid.
The electricity supply for 26 of our stores and sites across Northland, Auckland and Waikato was switched to this solar farm in February 2024.
of senior leaders
are female
Gender pay
equity
46.9%
100%
GENDER
EQUALITY
CUSTOMER
Group in-store NPS
up 3.4pts from FY23
Stores
New Zealand wide
79.7pts
218
Gender equity is a core focus for us, and we’re
pleased to maintain gender pay equity at
Group level.
Group Click & Collect sales
(56.6% of online sales)
$122.8m
Raised
raised for NZ charities and
communities in FY24
$
2.6m
We’ve been helping Kiwi families and
communities thrive since our doors
opened in 1982.
2024
AT A GLANCE
COMMUNITY
reduced to zero
through solar
generation
OF OUR MARKET-
BASED SCOPE 2
EMISSIONS
STORES & SITES
POWERED
BY SOLAR
63
14
%
We are committed to developing an
integrated retail experience across our brands
in store, on apps, and online.
Group online sales
(7.2% of total sales)
$217.0m
55%
We are making progress on our vision to
make sustainable living easy and affordable
for everyone and on our ambition to achieve
zero emissions in our operations by 2040.
private-label sales
with sustainable
packaging
(FY23: 43%)
of operational waste
from landfill
7 7.7%
We have
diverted
SUSTAINABILITY
SCOPE 1 & 2 EMISSIONS
(market-based)
compared to FY23 and decreased
29.8% compared to FY20 base year
30.4%
PERFORMANCE
Adjusted NPAT1
(FY23: $57.4m)
$
18.9m
In a competitive retail market, we
have delivered a soft sales result and
profitability was compromised with a
flat gross profit margin and increased
cost of doing business.
Reported NPAT
(FY23: NPAT $29.8m)
($54.2
m
)
Group sales
down 6.2% on prior year
$
3.0b
$
50.7m
Net debt
(FY23: $48.1m)
1. Adjusted NPAT is from continuing operations before unusual items and
is a non-GAAP measure. A reconciliation between Adjusted and Statutory
NPAT is located in Note 5.0 of the financial statements for the year
ended 28 July 2024.
eNPS
19.6pts
The Warehouse Group Integrated Annual Report 202445At a Glance
Our 2024 financial year has been one
of the most challenging in our 42-
year history.
New Zealand’s deteriorating
economic conditions have
significantly impacted the retail
sector in the past year, with Kiwis
tightening their belts and consumer
spending falling dramatically.
However, it’s clear that our trading
performance and operational
execution have exacerbated the
challenges of a difficult environment.
This is evident by the decline in
market share we have experienced in
some key categories.
During the early part of the calendar
year, it became apparent to the
Board that we needed to make
significant changes to address the
issues we were confronted with.
We faced the fact that we were not
able to fulfil the ambitions we had
for our ecosystem strategy and also
called time on our investments in
Torpedo7 and TheMarket.com as
we have sought to get the company
back to its core retail brands. In
addition, we recognised that our
products and pricing were not
meeting expectations, and this was
having a significant impact on our
performance at The Warehouse.
The poor financial performance
we’ve reported this year is not
acceptable, and both the Board
and Executive Leadership Team are
acutely aware of the disappointment
shareholders will be experiencing
due to this result and the big job
ahead of us to get the company back
on track. We are on that journey.
We have made substantial
changes to our leadership with the
appointment of John Journee as
Group Interim CEO following the
departure of Nick Grayston in May.
I would like to acknowledge Nick,
along with several other members of
the executive team who have left.
My sincere thanks to John Journee
who has quickly made a significant
difference. He retains his position
Dame Joan Withers – Chair
"As we look
ahead, we are
redoubling our
efforts to regain
our market
position in key
categories for
The Warehouse."
CHAIR’S REPORT
DAME JOAN WITHERS
on the Board, as an Executive
Director, until we make a permanent
appointment to the CEO role, after
which John will resume his role as a
non-executive director.
We’ve also made some changes to
the Board. We have welcomed Tony
Carter, who brings wide-ranging
retail, commercial and governance
experience to complement the
capability already in place around
the board table. I want to thank
outgoing Director Julia Raue for
her leadership during her seven-
and-a-half-year tenure on the
Board, particularly as Chair of our
Health, Safety and Wellbeing Board
Committee.
As we look ahead, we are redoubling
our efforts to regain our market
position in key categories for The
Warehouse. We’re focused on
delivering:
• great products at great prices
• outstanding customer
experiences
• growth in shareholder value and
sustainable shareholder returns
over the long term.
Together with our team of 10,000, we
are absolutely focused on simplifying
our business, reducing our cost of
doing business, and sharpening the
focus on our core brands.
I want to thank all our shareholders,
our customers, our team members
and my fellow Directors for their
continued support as we navigate
these challenges, rebuild our brands,
and continue towards helping Kiwis
live better every day.
Ngā mihi,
The Warehouse Group Integrated Annual Report 202467Chair's Report
John Journee – Interim CEO
improve our customer experience
and highlight the improved product
offer. E-commerce and Click & Collect
remain important shopping options
for customers and we have recently
increased our network of store-
based fulfilment hubs to service this
demand more efficiently.
A dedicated Noel Leeming leadership
and retail team will enable them
to strengthen the brand’s market
leadership position more effectively
and assertively in a highly competitive
and fast-moving market.
The multi-year investments we have
made to modernise our core systems
across the Group have progressively
come on stream over the last year
and are increasingly being used to
leverage our significant network,
inventory, data, and people assets
to support decision making and
improve operational effectiveness and
efficiency.
Getting fighting fit
Our financial results serve as a stark
reminder of the challenges we face as
a business and of our poor operational
execution in the face of those
challenges. While we're not where we
need to be, we have made tough calls
to act quickly and decisively to get the
company fighting fit.
To support the shift from the Group’s
ecosystem strategy we have recently
completed an organisational redesign
that has moved us away from the Agile
operating model that the business
used to execute its strategy for the
past four years, to one that is brand-
led, built around the critical retail
buy-move-sell functions, with clear
accountability.
Our primary focus in the short term
is turning around The Warehouse’s
performance and reasserting its
customer value proposition and market
position.
The Warehouse is the cornerstone
of our business, and its success will
always be led by great products and
prices and supported by outstanding
I would like to start by recognising
how incredibly tough this year has
been.
I also want to thank our shareholders,
customers, and teams for sticking
with us. Your support means a lot to
us because we know our performance
impacts you and your families.
The Warehouse is an iconic New
Zealand retailer known for a bargain,
and we should be the go-to choice
for Kiwis navigating the cost-of-living
crunch. Instead, we made things
overly complex and lost clarity on
our mission to deliver great products
at affordable prices. We held onto
Torpedo7 and TheMarket.com for too
long, reacted too slowly to changing
market conditions, and fell out of step
with what Kiwi families want.
During FY24, we made tough
decisions that have set us up for
the future and turnaround our
performance. We have reset the
Group strategy, divested unprofitable
businesses, and moved away from the
ecosystem strategy to focus on our
core retail brands, The Warehouse,
Warehouse Stationery and Noel
Leeming. We have also restructured
our senior leadership team and
redesigned our operating model to
support this change.
A disappointing financial
performance
There are no two ways about it:
our FY24 financial performance is
disappointing and a long way from
where we need to be.
For the year ending 28 July 2024, the
Group reported total sales of $3.0
billion (down 6.2% compared to FY23).
The Warehouse sales were $1.8 billion
(down 5.3%), Warehouse Stationery
sales were $231.9 million (down 6.7%),
and Noel Leeming sales were $1.0
billion (down 5.3%).
Adjusted Net Profit After Tax (NPAT)1
was $18.9 million, compared with $57.4
million in FY23.
customer experiences. We are
reinvigorating our category strategy
to more consistently deliver the
range, value, trend, and excitement
our customers expect from us.
These changes will be supported by
improvements to our instore and online
customer experience, marketing and
supply chain performance.
We have made significant reductions
in both our operating expenses and
project spend going into FY25, and the
pressure on reducing our cost of doing
business will continue to be a critical
part of us getting fighting fit.
We will be equally focused on fighting
for profitable sales and getting our
cost base leaner and fitter as we
turnaround our performance.
Getting on with the job
I have been clear my key role as Interim
CEO is to get The Warehouse back on
track and to set the groundwork for a
return to profitable growth.
To support this, I’ve also made changes
to the Executive Leadership Team to
ensure there is clear accountability for
the performance of each of our brands.
Ian Carter is the Executive General
Manager Operations, looking
after store operations across The
Warehouse and Warehouse Stationery.
We have brought merchandising
and planning for these brands under
one role, which is headed by Tania
Benyon as Executive General Manager
Merchandise. Mark Anderton has
expanded responsibility for supply
chain as Executive General Manager
Supply Chain and Sourcing.
We have also appointed Jason Bell
as Chief Operating Officer for Noel
Leeming.
Richard Parker remains as Chief
Human Resources Officer supporting
all our brand store and support teams.
We welcomed Mark Stirton as our new
Chief Financial Officer in April. Having
joined us from Mr Price in South
Africa, Mark has quickly set about
zeroing in on our costs and getting our
financial house in order with precision.
He now has an expanded role in
our new structure, looking after our
information technology and corporate
development teams.
I want to acknowledge our departing
leaders, Jonathan Waecker, Edwin
Gear and Sarah Kearney, for their
service and contribution to the Group.
We have a team of 10,000 passionate
and committed retailers working
across our three market-leading
brands. From our buying teams
designing and sourcing the best value
on-trend products, to our logistics
team who pack and sort thousands
of orders a day, to our support teams
who serve our frontline teams, to our
store teams helping the 1.5 million
customers who walk through our
doors every week. I’m proud of how
energised our team are to help Kiwi
families live better every day.
Into the future
Our strategy reset for FY25 may
sound simple, but it is this simplicity
and focus that will enable our team
to excel at the craft and science of
retail to deliver greater value to our
customers and reclaim our market
leadership.
Turning around our performance will
be challenging. But we are determined
to succeed.
I am very conscious that words are not
what our shareholders, customers or
team members want in the year ahead.
Rather, they want action and improved
performance. With our focus firmly
back on trading our retail brands and
delivering the bargains our customers
expect and deserve from us, the
team and I look forward to showing
meaningful progress in the year ahead.
Ngā mihi,
JOHN JOURNEE
In March 2024, we sold the
underperforming business, Torpedo7.
The loss on sale has resulted in the
first loss for The Warehouse Group in
our listed company history. Reported
Net Loss After Tax for FY24 was $54.2
million compared with Reported NPAT
of $29.8 million in FY23.
Strategic reset
Our shift from a Group-led ecosystem
strategy to a brand-led strategy
is centred on strengthening each
brand’s specific customer value
propositions.
A significant refresh of The
Warehouse product offer and
price position across all our core
categories, which is already under
way, will drive more relevant, on-trend
assortment and competitive customer
value proposition for Kiwi families.
Our expanded Market Kitchen pantry
essentials range, and improvements
to our health and beauty, baby
and pet care offer are proving very
popular and are driving increased
customer engagement and more
frequent shopping visits.
With the twin challenges of the rising
cost of living and increasing pressure
on our planet’s resources, it’s never
been more important that we strive to
make the products we sell affordable
and sustainable, and this will continue
to be our ambition.
We have re-established a dedicated
Warehouse Stationery leadership
and retail team within the Warehouse
operation to enable us to improve the
execution of our offer to the SME and
education sectors.
With 85% of Kiwis living within 20
minutes of The Warehouse, our
network of Red Sheds remains crucial
to our success. Our 86 stores are at
the heart of many communities across
New Zealand and offer a national
footprint that our competitors
cannot match. We’re busy resetting
store layouts in key locations to
Group sales
down 6.2% on prior year
$
3.0b
"We have
simplified our
business to
focus on
The Warehouse,
Warehouse
Stationery and
Noel Leeming as
our three core
retail brands."
INTERIM CEO'S REPORT
1. Adjusted NPAT is from continuing operations before unusual items and is a non-GAAP measure. A reconciliation between
Adjusted and Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.
Operating profit
down 65.3% on prior year
$
28.9m
The Warehouse Group Integrated Annual Report 202489Interim CEO's Report
Overview
It’s clear that FY24 has been one of the
most challenging years in our Group’s
history. We’ve faced significant internal
and external pressures, and our financial
results reflect those difficulties. They also
provide a clear picture of the work that
lies ahead.
Tough economic conditions in New
Zealand prevailed throughout the
financial year, creating strong headwinds
for the retail industry. Consumer
sentiment and Kiwi households' budgets
have been under pressure with high
interest rates and the cost-of-living
crunch, draining the spending power of
customers' wallets.
Many New Zealand businesses have
likewise been dealing with a rising cost of
doing business (CODB) with compressed
margins and muted top-line growth.
This has impacted earnings, resulting
in low wage growth and increased
redundancies, both negative for retail
spending.
While these economic conditions
have had a significant impact on us,
as a low cost retailer we should have
been able to weather these economic
conditions better. The Board and
Management acknowledge that our
performance is well below expectation.
Our inability to execute on our plan
allowed the competition to strengthen
over the period at our expense. Our core
customers did not find sufficient value
FINANCIAL
REVIEW
in our key higher margin categories, and
this resulted in lost market share. As an
everyday low-price retailer, we did not
get our pricing and value right in key
product areas, leading to a decline in
customer spending.
This combination of these external
and internal factors has resulted in the
Group’s poor financial performance.
The Board and Management have
taken steps to refocus and simplify the
business during the period. We sold
Torpedo7 at the end of March 2024
and closed TheMarket.com in June
2024. These were large investments
into the Group's future, intended
to provide diversification and be
new growth streams for the Group.
Unfortunately, these two businesses
were not performing to expectations and
in the existing economic environment
continuing to invest capital and
resources to support their growth was
untenable.
The Group went live with the
replacement of our Enterprise Retail
Planning Finance and Inventory (ERPFI)
System in April 2024. This has been a
material investment into modernising
our legacy environment which had not
been updated in over 30 years. This
multi-year project has had a difficult
implementation. However, this platform
investment will provide the necessary
foundations to bootstrap the Group’s
core systems for at least the next decade
while producing more profitable sales
through margin expansion. However, this
worsened in the second half, decreasing
7.6% on last year as customer spending,
particularly after the Christmas peak,
saw a material pull back as discretionary
income became constrained.
The Group’s sales density declined
3.7% on a total retail sales revenue per
square metre basis, slower than the
top-line decline, which is a positive for
productivity of space utilisation.
Gross Profit Margin
The Group gross profit margin was
robust in the first half at 34.3%,
increasing 160 basis points compared
to FY23 H1. A favourable category mix,
higher rebates and lower freight costs
supported the rise, only slightly offset by
promotional and markdown activity.
In the second half, the retail market
became highly promotional with strong
pricing pressure from competitors which
negatively impacted margins as we were
forced to respond to remain competitive.
The situation was aggravated by
products in key margin categories not
resonating with customers, resulting in
increased markdown activity to clear
inventory. These declines could not be
offset to the same level through cost
savings which resulted in negative
operating profit leverage.
Brand Performance
Despite these economic headwinds, our
foot traffic conversion was up against
prior year across all our brands. However,
basket sizes have declined. This has
adversely impacted the Group’s results,
particularly due to the mix of product
categories within these baskets versus
the prior year.
The Warehouse
Following a strong year in FY23 where
The Warehouse recorded its highest
sales in its history of $1,892.4 million,
FY24 sales dropped to $1,792.3 million
– a decline of 5.3%. Our increased
product offering in grocery resulted in
category sales up 12.5% on FY23. This
materially impacted category sales mix,
with grocery now contributing 25.8%
of total sales for the period. While this
growth is pleasing, it was offset by
decreases in higher margin categories
of Home and Apparel.
Despite the decreased sales,
The Warehouse gross profit margin
remained steady, increasing 10 basis
points. While we saw pleasing gains in
gross profit margin in the first half of 250
basis points, compared to the FY23 first
half, category mix, promotional burn, and
higher-than-normal markdown activity
saw this decrease by 260 basis points
compared to the FY23 second half.
The Warehouse operating profit declined
75.3% to $17.7 million, at an operating
margin of 1.0%, down 280 basis points on
the prior year.
Warehouse Stationery
Warehouse Stationery sales declined
6.7% to $231.9 million in FY24. Our Print
& Copy Centre products and service
continued to be our highest growth
category, up 14.0% in FY24 and at
strong margins, although the brand saw
customers decrease spending in other
core categories including Consumables,
Stationery, Study Equipment and Office
Furniture.
Gross profit margin increased 70 basis
points in the first half but decreased 370
basis points in the second half, resulting
and further allow us to introduce new
retail capabilities.
The Group, under the leadership of our
newly appointed Interim CEO John
Journee has embarked on a strategic
reset to get our core retail brands
performing, by delivering on our retail
fundamentals in a more disciplined and
consistent way. This will be evident in
better products and prices and with an
experience our customers are looking for.
Revenue
Unless otherwise noted, information is
stated on a continuing basis only.
The Group disposed of Torpedo7 during
the financial period which has been
classified as a discontinued operation.
Group revenue for the year was
$3.0 billion, a decline of 6.2% on the
prior year.
Group weighted average retail selling
price decreased 50 basis points in FY24,
compared to FY23, due to material
changes in basket mix and promotional
discounts. Units sold in the year
decreased 4.7% from the prior year.
Our retail year had two distinct halves.
Retail sales in the first half declined 4.9%
Group sales ($million)
0
100
200
300
400
3,122.9
3,236.9
3,037.6
FY22FY23FY24
Down
6.2%
vs FY23
REVENUE
(down 6.2%
on prior year)
$
3.0b
MARK STIRTON
The Warehouse Group Integrated Annual Report 20241011Financial Review
in a full year gross profit margin decline
of 150 basis points.
Warehouse Stationery operating profit
declined 44.0% to $12.9 million, at an
operating margin of 5.6%, down 370 basis
points on the prior year.
Noel Leeming
Noel Leeming sales were impacted
by customers’ reduced discretionary
income spending on high ticket items,
combined with higher promotional
and markdown activity as competitors
chased market share. Sales declined
5.3% on the prior year to $1,005.2 million.
The first half showed small declines but
accelerated with 8.6% sales drops in the
second half.
Despite decreased sales, gross profit
margin held up well, driven by a
favourable change in mix to higher
margin categories specifically Audio and
Small Appliances.
Noel Leeming operating profit declined
36.6% to $17.3 million, at an operating
margin of 1.7% – down 90 basis points on
the prior year.
Operating Profit
Operating profit1 (EBIT) from continuing
operations was $28.9 million, down from
$83.4 million in FY23. While gross profit
margin percentage remained consistent
with the prior year at 33.6%, operating
profit was significantly impacted by the
Group’s inability to remove costs at the
pace of sales and margin decline. This
resulted in operating margins declining
160 basis points to 1.0%.
Group CODB declined in dollar terms
by 1.3% to $992.0 million; however, the
decline in revenues of 6.2% increased
the CODB percentage of sales by 160
basis points from 31.0% to 32.6% in FY24,
which squeezed the operating margin
noted above.
Employee expenses decreased 4.4%,
with reduced Store Support Office (SSO)
headcount through restructures and
closures, lower Management incentive
payments, combined with operational
efficiencies in labour productivity across
stores and distribution and fulfilment
centres.
Lease expenses (excluding the impact
of NZIFRS16) continued to increase,
up 2.6% despite the constrained retail
environment, spurred by rates – which
rose 4.8% on the prior year.
Due to the Group’s investment into new
systems and platforms, technology
running costs increased 18.0% on the
prior year. The Group has invested
significant capital to modernise our retail
platforms, and while this has come at
a cost to the Group, it has set us up for
the future. The change in accounting
standards, meaning that some of this
information system capital expenditure
is expensed through the Income
Statement, has come at a time of peak
information systems development for
the Group. Due to these accounting
standard changes, $18.6 million which
would have previously been capitalised
has been fully expensed in FY24. Our
project investment in recent years has
caused depreciation to increase 6.5%.
Net Profit
Adjusted Net Profit After Tax (NPAT)2 was
$18.9 million, compared with $57.4 million
in FY23.
In March 2024 we sold the
underperforming business, Torpedo7.
This loss on sale has resulted in the first
loss for The Warehouse Group in our
listed company history. Reported Net
Loss After Tax for FY24 was $54.2 million
compared with Reported NPAT of $29.8
million in FY23.
Cash Flow
Operating cash flows (including
discontinued operations) ended at
$185.9 million, down 13.2% or $28.3
million, compared with the prior year.
Trading EBITDA from continuing
operations was $226.4 million, down
17.4% compared to FY23. This was offset
by a favourable net tax refund received
in FY24 compared to tax paid in FY23,
and lower restructuring costs paid in
FY24 compared to prior year.
Dividend payments of $45.5 million
were made in FY24, which included
the FY23 final dividend (8.0 cents per
share) and the FY24 interim dividend
(5.0 cents per share). The FY24 interim
dividend equates to a 92% payout ratio
of FY24 Adjusted NPAT, significantly
above the Group’s dividend policy of
70%, brought about by the loss incurred
in the second half.
Balance Sheet
The Group recognises that its Return on
Invested Capital (ROIC) is well below its
weighted average cost of capital. A key
focus is operating margins and asset
productivity to improve our return on
assets while simultaneously improving
leverage to boost Group ROE. The
removal of loss-making entities with
high capital requirements and a brand-
focused approach driven by key metrics
will rebuild the balance sheet strength.
A greater focus on the science of retail,
driving key retail metrics, will be a major
contributor to our reset.
The above cash flows resulted in net
debt of $50.7 million at FY24 year-end,
compared to $48.1 million at FY23 year –
end. The Group met its debt covenants
throughout the period.
The cash conversion ratio improved this
year from 81% in FY23 to 85% in FY24,
while free cash flow (operating cash flow
less capital expenditure) grew from $99.2
million in FY23 to $146.5 million in FY24.
Working capital reduced in FY24, due
to lower inventory on hand as a result
of the disposal of Torpedo7, and higher
payables at year-end. Both inventory
and trade receivables are sufficiently
provided for compared to the prior year
and will be a key focus area in FY25 to
improve capital efficiencies.
The prior year saw elevated levels
of capital expenditure as we came
to the end of a number of large
investment programmes addressing
our core systems, store development,
SSO refurbishment and North Island
Distribution Centre facilities.
In FY23 the Group stated that
total project expenditure would be
capped at $80 million in FY24. Total
project expenditure, including capital
expenditure, prepayments, SaaS
spend and project-related operating
expenditure, in FY24 was $73.4 million,
of which $39.0 million was capital
expenditure, which is within guidance.
Capital expenditure as a percentage of
depreciation and amortisation was 56%
in FY24, compared with 170% in FY23.
In FY24 we opened a new retail centre in
Wānaka, which included The Warehouse,
Warehouse Stationery SWAS store
and Noel Leeming. The Group is laser
focused on optimising our existing store
footprint by enhancing sales density,
through increased shopping missions,
conversion, and basket value across our
physical and online channels.
It’s been a challenging period, but I’m
confident we’re taking the right steps to
rebuild our financial performance. With
a sharper focus on our core brands and
stronger operational discipline, I look
forward to working with the team to
restore the Group’s financial strength.
Net debt ($million)
0
50
100
41.2
48.1
50.7
FY23FY22FY24
Liquidity
headroom
$419.3m
GROUP GROSS
PROFIT MARGIN
33.6%
Reported NPAT
(FY23: NPAT $29.8m)
($54.2
m
)
CASH CONVERSION RATIO
(from 81% in FY23)
85%
1
Operating Profit excludes the impact of NZIFRS16 (Leases).
2
Adjusted NPAT is before unusual items and is a non-GAAP measure. A reconciliation between Adjusted and
Statutory NPAT is located in Note 5.0 of the financial statements for the year ended 28 July 2024.
Mark Stirton – Chief Financial Officer
Financial Review
CAPITAL EXPENDITURE
$39.0m
Core systems
Property
Other information systems
Store development
Store operations
Other
22.1%
25.9%
20.8%
12.3%
12.0%
6.9%
(FY23: $113.2m)
The Warehouse Group Integrated Annual Report 20241213
8
6
MATAMATA
BELL BLOCK
NP CENTRAL
TAURANGA
MT MAUNGANUI
FRASER COVE
THE CROSSING
PAPAMOA
CAMBRIDGE
TE AWAMUTU
TOKOROA
TE KUITI
ROTORUA
LEVIN
PARAPARAUMU
RANGIORA
OAMARU
ALEXANDRA
DUNEDIN
ASHBURTON
BLENHEIM
KAITĀIA
KAIKOHE
DARGAVILLE
WAIPAPA
KERIKERI
WHANGĀREI
WHAKATĀNE
WARKWORTH
GISBORNE
TAUPŌ
HASTINGS
MASTERTON
DANNEVIRKE
UPPER HUTT
INVERCARGILL
GORE
BALCLUTHA
TIMARU
QUEENSTOWN
WĀNAKA
NAPIER
HAWERA
PALMERSTON NORTH
WHANGANUI
FEILDING
NELSON
RICHMOND
GREYMOUTH
MOTUEKA
WHITIANGA
THAMES
MORRINSVILLE
CHRISTCHURCH
16
WELLINGTON
14
AUCKLAND
56
HAMILTON
13
MAP KEY
The Warehouse Store
Warehouse Stationery Store
SWAS Store
Noel Leeming Store
ONLINE STORES
Warehouse Stationery
Noel Leeming
The Warehouse
PHYSICAL STORES
86
66
66
218 STORES
The Warehouse Stores
Warehouse Stationery Stores
including 41 SWAS
(Store Within A Store)
Noel Leeming Stores
OUR
STORES
OUR PURPOSE
OUR VISION
Helping Kiwis live better every day
Ia tangata, ia rā
To make sustainable living easy and
affordable for everyone
Kia ngāwari, kia utu māmā hoki te noho tiaki taiao
a te katoa
OUR VALUES
Mahi i nga mahi pai
We are one team, standing up
for our people, our planet
and our communities.
DO GOOD
Whakaarohia te kaiutu
We put the customer
first in everything we do.
THINK CUSTOMER
Kia haepapa
We walk the talk and
make things happen.
OWN IT
The Warehouse Group Integrated Annual Report 20241415OUR STORES
For over four decades,
our iconic Red Sheds have
been a familiar sight in
New Zealand communities,
offering Kiwis great value.
The Warehouse has always been a
barometer for how New Zealand is
doing and it’s clear that this has been
a tough year for many Kiwis. The
perfect storm of rising costs, interest
rates, and inflation has squeezed
our customers and put pressure on
their wallets. This, inevitably, has
impacted consumer spending and
presented significant challenges for
our business.
This year, The Warehouse recorded
sales of $1.8 billion, down 5.3% on
FY23. Gross profit of $672.9 million, was
down 5.0% on FY23 with gross profit
margin up 10 basis points on FY23.
To navigate these headwinds, we
focused our efforts on core categories
that remain top of mind for Kiwi families
and where we could deliver value.
Our new Allie the Alien campaign was
a huge hit with our customers and
team members during our Mega Toy
Sale in July 2024, highlighting our
extensive range of toys and an in-
store activation encouraging Kiwis to
get into store to find Allie.
As Kiwis look for more affordable
groceries, we have seen Grocery
category sales increase as our range
of everyday essentials resonates
strongly across the country. In FY24
we launched 51 new Market Kitchen
SKUs, including milk, bacon and
ham, as well as further expanding
our Pantry and Dry Goods range.
Our Market Kitchen Dark Roast
Coffee Beans won the Golden
Bean Australasia Bronze Award in
November 2023.
We continue to review our store
footprint to make sure we’re in
the right locations to best serve
customers. We opened a brand-new
The Warehouse in Wānaka, offering
more affordable options in the
growing South Island community,
creating more than 30 local jobs. We
reopened our Tory Street store in
central Wellington in March, after a
fire in 2023 forced the store to close.
We closed our Belfast and Tauranga
Central stores in response to lower
foot traffic and we closed our Milford
store on Auckland’s North Shore after
28 years when our lease was not
renewed.
As we see customers make more
purposeful shopping journeys, we
have seen The Warehouse store
foot traffic decrease 2.3% in FY24
compared to FY23. The Warehouse
online sales were 5.1% of total sales
in FY24 and Click & Collect remains
popular with customers, increasing
to 54.0% of online sales in FY24 from
52.6% in FY23.
The Warehouse team members
continue to offer high levels of
customer service for our customers,
and we were pleased to receive an
in-store Net Promoter Score (NPS) of
80.5 in FY24, up from 77.3 in FY23.
Our Be the Joy Christmas campaign
helped raise money for Women’s
Refuge, Variety the Children’s Charity,
and Kindness Collective, with The
Warehouse customers donating
$155,800 to these charities to make
sure Kiwi kids in need received a gift
at Christmas.
OUR
BRANDS
86
Stores
(down 5.0% on FY23)
Gross profitSales
$672.9
m
$
1.8b
Online sales
5.1% of sales
$91.8
m
(down 5.3% on FY23)
"We’ve done a lot of work to
bring more trend and newness
into our FY25 product range,
and there's more to come as
we expand our offering to
customers."
Tania Benyon – Executive General Manager Merchandise
17The Warehouse Group Integrated Annual Report 202416Our Brands | The Warehouse
with us across more than 400,000
transactions in FY24.
Warehouse Stationery online sales
were 8.0% of total sales in FY24 with
Click & Collect sales increasing to
22.8% of online sales in FY24, from
20.8% in FY23.
We continue to support our
communities. In the spirit of Christmas,
Warehouse Stationery partnered with
The Blues on their 'Fill the Blues Bus'
campaign.
Every year, we also run our own Back
to School campaign, and in FY24 we
partnered with The Salvation Army
once again, with customers donating
$18,400 to help Kiwi kids start the
school year right.
Warehouse Stationery has
been helping Kiwis work,
study, create and connect
for more than 30 years. We
have all the essentials to
keep customers organised,
creative and productive.
In FY24, Warehouse Stationery
recorded sales of $231.9 million, down
6.7% on FY23. Gross profit of $105.4
million was down 9.6% with gross profit
margin down 150 basis points on FY23.
Warehouse Stationery Print & Copy
Centres were a key growth category for
the brand with sales growing 14.0% in
FY24. We saw record sales for Father’s
Day, Christmas and Mother’s Day, as
Kiwis snapped up personalised gifts,
images and more for their loved ones.
The number one category continues
to be Print Consumables, with $53.9
million in sales for FY24, alongside
Stationery with $40.6 million in sales.
However, these categories did see a
decline in demand in FY24, as did Study
Equipment and Office Furniture.
Warehouse Stationery continues to
achieve high customer satisfaction
ratings, and we are thrilled to see
this improve again this year, with our
in-store NPS at 86.0 in FY24, up from
77.0 in FY23.
Our Warehouse Stationery stores within
The Warehouse format are proving
to be a successful model to meet the
evolving needs of our customers under
one roof. During FY24 we opened
a Store Within a Store (SWAS) in
Wānaka, closed our Belfast Warehouse
Stationery store, and relocated
our popular Manukau Warehouse
Stationery store to a new site next to
the Manukau Noel Leeming.
BizRewards continues to be a
strong sales channel for Warehouse
Stationery, and a great way to
engage with our business customers.
Around 30,000 members shopped
OUR
BRANDS
"Customers love our friendly,
expert team members who help
make work, study and creativity
more enjoyable and productive."
Ian Carter – Executive General Manager Operations
66
Stores
with 41 SWAS
(down 9.6% on FY23)
Gross profit
Sales
$
105.4m
$
231.9m
Online sales
8.0% of sales
$18.4
m
(down 6.7% on FY23)
The Warehouse Group Integrated Annual Report 20241819Our Brands | Warehouse Stationery
Noel Leeming is New
Zealand's leading electronics
and appliance retailer.
We offer a wide range of
products from the top brands
with expert advice and
services to help Kiwis get the
most out of technology.
This year customers looked to Noel
Leeming with their discretionary spend
focused on deals during major trading
events like Black Friday, Boxing Day,
our annual Massive Sale, and the
brand’s 51st birthday in June 2024.
Momentum slowed down between
these moments with overall sales of
$1.0 billion for FY24, down 5.3% on
FY23. Gross profit of $219.5 million
was down 5.8% on FY23 with gross
profit margin down 20 basis points
on FY23.
We’ve seen customers’ shopping
gravitate towards value-driven,
lower-priced items, which has
impacted sales across all categories.
We saw a small increase in Audio
sales of 2.9% compared to FY23,
and the Communications category
remains steady as the biggest
category for the brand.
Our Tech Services offering increased
1.5% in sales compared to the prior
year, providing customers with a team
of passionate experts ready to help set
up purchases correctly, provide advice
on new technology and more.
Noel Leeming online sales were 10.2%
of total sales in FY24 with Click &
Collect sales increasing to 67.2% of
online sales in FY24 from 59.0% in
FY23, boosted by Noel Leeming’s
1-hour Click & Collect service.
We opened a brand-new Wānaka
store in October 2023 alongside The
Warehouse and Warehouse Stationery
SWAS. The store has traded well since
opening. We relocated our Greymouth
store to 450sqm of retail space that
is delivering 130% of sales growth
and includes 85% of fixtures that
OUR
BRANDS
"I'm incredibly proud of our
team of passionate experts
who, despite tough trading
conditions, have delivered
exceptional end-to-end
service to our customers and
consistently maintained our high
standards throughout the year."
Jason Bell – Noel Leeming Chief Operating Officer
66
Stores
Online sales
10.2% of sales
$102.7
m
are pre-loved, helping deliver on our
sustainability commitments. We closed
our Clearance Centre in Penrose,
Auckland, at the beginning of 2024,
helping support the brand to return
to focus on its core retail business.
The Northwood store in Christchurch
closed in late 2023 also.
In FY24, we rolled out in-store
experience initiatives across our
Noel Leeming stores. These included
customer demonstrations, interactions
and experiences including Dyson and
Samsung floorcare, DJI drones, and
Live cellular benches.
Keeping up to date with the latest
technology and innovation is a
focus for us, so in FY24 over 400
store team members and passionate
experts attended one of five learning
academies, focused on computing,
whiteware, TV and audio, and smart
homeware.
We are super proud of our Noel
Leeming team members and the
knowledge and service they provide to
our customers – with Noel Leeming's
in-store NPS increasing to 76.8 in FY24,
up from 75.1 in FY23.
During the back-to-school period, we
partnered with Life Education and
Harold the Giraffe to provide parents
with the tools and knowledge to keep
tamariki safe online, while also raising
money for the charity in store. As part
of our annual Be the Joy campaign
at Christmas, which raises money for
Women’s Refuge, Variety the Children’s
Charity, and Kindness Collective, Noel
Leeming customers donated $45,690.
Alongside our community
relationships, Noel Leeming supports
key sustainability initiatives to help
Kiwis live more sustainable lives. Noel
Leeming’s long-standing partnership
with Tech Collect New Zealand offers
free e-waste collection and recycling
for our customers. In FY24, together
with Warehouse Stationery, the
programme helped Kiwis recycle 133.3
tonnes of e-waste across 34 Noel
Leeming and Warehouse Stationery
stores.
In FY24, we launched a new trade-in
programme for customers to hand in
their smartphones, laptops, tablets
and smart watches in exchange for
a Noel Leeming gift card to spend in
store or online. This not only helps
customers get one step closer to their
next device, but also extends the life
of electronic devices. This initiative
has been very popular since its launch
in April 2024, as it helps reduce the
amount of post-consumer waste going
to landfill.
Sales
(down 5.3% on FY23)
$
1.0b
(down 5.8% on FY23)
Gross profit
$
219.5m
The Warehouse Group Integrated Annual Report 20242021Our Brands | Noel Leeming
OUR NETWORKS
OUR
RELATIONSHIPS
OUR
PEOPLE
OUR
ENVIRONMENT
OUR
CUSTOMERS
• 218 stores
• Online sales 7.2% of total
group sales
• Click & Collect 56.6%
of online sales
• Group in-store NPS up
3.4 points to 79.7
• Core retail market share
17.6% (down 20bps on FY23)
• Raised $2.6m for NZ
charities and communities
• Conducted 232 supplier
environmental and labour
best-practice audits
• Engaged with suppliers
to measure and monitor
Scope 3 emissions
• Female leaders hold 46.9%
of senior leadership roles
(FY23: 50.0%)
• 100% gender pay equity
(FY23: 101%)
• eNPS 19.6
• TRIFR: 23.0 per million
hours worked (FY23: 32.8
per million hours worked)
• Free cash flow $146.5 million, up 47.7%
• Capital expenditure $39.0m
(FY23: $113.2m)
• Annual dividend 5.0cps
(92% of Adjusted NPAT)
• $145.0m in sustainability linked loans
• Liquidity $419.3m (FY23: $421.9m)
• 40% of sales from private-label
products with sustainable attributes
• 55% of sales from private-label
products with sustainable packaging
• 30.4% reduction in Scope 1 and 2
market-based emissions, compared
to FY23
• 77.7% of operational waste diverted
to recycling
• Recycled 257.1 tonnes of
post-consumer waste
FINANCIAL
CAPITAL
Welcome to The Warehouse Group’s
sixth Integrated Report. Our Integrated
Report is designed to report on how our
resources contribute through our retail
value creation model to deliver our vision to
make sustainable living easy and affordable
for everyone. These are demonstrated
through our six capitals – Our Networks, Our
Customers,
Our Relationships, Our People, Financial
Capital, and Our Environment – to support
the long-term sustainable value for all our
stakeholders, including:
• Our customers
• Our team members
• Our suppliers
• Our communities
• Our shareholders
INTEGRATED
REPORT
OUR INPUTS
➤ ➤ ➤ ➤
FY24 OUTCOMES
FY24 ECOSYSTEM STRATEGY
Our 2024 financial year was operating under the ecosystem strategy for most of the reporting period, representing our
retail value creation process during the year.
We moved away from the Group’s ecosystem strategy in April 2024. We have divested unprofitable businesses to
focus on trading our core brands, and reshaped our senior leadership team and support structure around a more fit for
purpose retail operating model.
The Group’s Board and Management have established internal quality control processes to ensure the quality and
integrity of this report. While we have not sought external audit or assurance for the non-financial information contained
throughout this Integrated Report, we have received external limited assurance on selected standards of the Group’s GRI
reporting including emissions, energy and waste disclosures in this Integrated Report and the accompanying Climate-
related Disclosures Report.
$
$
• Portfolio of brands
• Integrated sales offering
across our stores and
online
• High performing supply
chain network and
enterprise systems
• Provide world-class
customer experiences –
centred around five key
strategic customer themes
• Offer the best products at
the best price with the best
customer experience
• Build relationships
to deliver long-term
sustainable value to:
– Our communities
– Our suppliers
– Our shareholders
• Create a dynamic, purpose-
driven organised team
• Enable, equip and empower
our people
• Develop and support our
people to be the best they
can be – for themselves,
the Company and our
customers.
• Ensure financial resilience
• Deploy capital in a
disciplined manner to
execute strategy
• Provide long-term
sustainable returns for
shareholders
• Make sustainable living
easy and affordable for
everyone
• Increase sustainability of
our own operations
• Help our customers buy
sustainable products at
an affordable price with
minimum waste
MEMBERSHIP
Unlocking value and
increasing customer
insights through
first-party data
SHOPPING
We’re focused on making
our shopping experiences
easy and seamless –
in store and online
FULFILMENT
We get our goods
and services to
our customers,
when and where
they want
RETAIL MEDIA
Will turn our store
and digital traffic into
incremental revenue
SERVICES
Our services help
customers and
businesses in their
daily lives
PAYMENTS
With more ways to
make their budgets
work for them
DATAPEOPLEPLATFORMS
OUR CUSTOMER
The Warehouse Group Integrated Annual Report 20242223Integrated Report
RISK
AND MATERIALITY
The Warehouse Group Integrated Annual Report 20242425Risk and Materiality
Risk management
The Group risk management framework
has been designed to identify, assess,
control and monitor its key risks. The
identification and ongoing management
of these key risks assists the business in
achieving its objectives and goals.
The Group has defined its risk appetite
and recognises four main categories
of risk:
• Strategic Risk – the consequence
of an event occurring which will
damage the Group’s business
model, undermining its value
proposition which attracts
customers and generates revenue
• Financial Risk – referring to the
Group’s ability to manage its debt
and financial obligations and
includes credit, liquidity, market,
and capital project risk
• Operational Risk – summarising
the risks the Group undertakes
when it operates within the retail
environment which includes people,
legal and compliance, business
continuity, data and security
• Business Risk – risk to earnings
arising from developing consumer
trends, supply chain risk, pricing
volatility and product risk.
Risk management framework
Our risk management framework allows
the Group to identify and manage risk,
and provides it with a mechanism to
adapt and respond to the dynamic
environment retail operates within.
Responsibility for operational risk
management sits with our Leadership
Team, assisted by specialised risk
functions and other functional teams
within the Group who identify and
document significant risks identified
within their respective areas of expertise.
Identified risks are actively managed
through the implementation of
appropriate mitigation measures, which
are incorporated within the strategic,
financial, operational and business
processes in place throughout the
Group. Responses to risk may include
accepting, avoiding, reducing, sharing or
transferring risk, all with the objective of
managing those risks within the Group’s
risk appetite.
The Group, as part of its ongoing risk
governance programme, operates
a management Enterprise Risk
Management Committee, which
comprises senior leaders from across
the Group. The Committee meets
quarterly to ensure there is a balanced
view of risk and that critical risks are
understood, reviewed, appropriately
managed, and reported.
Rapid change and increased
technological innovation within the retail
sector provide challenges for the Group
to compete effectively. This greater
velocity poses new challenges to risk
and compliance functions as we strive to
provide complementary practices which
enable insight and value.
To combat this rapid rate of change,
the Group empowers its team members
at all levels to manage risk. All team
members are expected to follow group
policies, identify risks relevant to
their areas of work, and appropriately
manage those risks.
Key risks
The Group periodically reviews key
risks with its Leadership Team to
identify those risks which, if realised,
would materially impact the success
of the business. These risks have been
assigned sponsors and are carefully
managed through the implementation
of suitable control measures. These risks
are as follows:
RISKDESCRIPTIONCATEGORY
INHERENT
RISK RATING
RESIDUAL
RISK RATING
RISK
APPETITE
Purchasing
decisions
Failure of the business
to deliver a range of
products and services
which the market
needs and demands
BusinessVery highHighMedium
Cost of doing
business
Inflationary pressures
and/or inadequate
productivity
management cause
costs to rise and
depress the Group's
profitability
StrategicVery highHighLow
Cost of living
Customers face an
increasing cost of living
affecting their ability
to transact with the
Group
BusinessVery highMediumMedium
Sourcing/
retention of
key talent
Inability to source/
retain key team
members with
appropriate capabilities
to deliver initiatives
and strategy
OperationalHighMediumLow
Legacy IT
Legacy IT
infrastructure inhibits
the Group's ability to
transform at pace
OperationalHighMediumLow
Logistics and
supply chain
disruption
Global interruption of
supply chain affects
the Group's ability
to maintain stock
availability – affecting
sales
BusinessHighMediumLow
Pace of change
(execution)
Failure to execute
on key deliverables
impedes other
activities and may
mean loss of market-
leading position
OperationalHighMediumLow
Global
competition and
disruption
Acceleration of global
competition and
customer experiences
could reduce Group
market share, increase
customer acquisition
costs and/or decrease
profitability
StrategicHighMediumMedium
Funding and
liquidity risk
Failure to be able to
raise capital or meet
existing funding
obligations as and
when they fall due
FinancialVery HighHighLow
Health, safety
and wellbeing
Failure to adequately
protect our people and
customers from harm
which could result in
serious injury
OperationalHighLowVery low
We’re all about making life easier and
more affordable for Kiwis. And that
means looking after Aotearoa New
Zealand too.
We’re working hard to make a difference
in the way we buy, move and sell our
products that benefits our customers,
the communities we operate in and the
natural environment of Aotearoa New
Zealand.
Improving our products and
packaging
Our first and foremost priority is to
provide value through affordable
products that our customers want and
need. If we can provide affordable
products which are also sustainable – in
both product attributes and packaging –
that's a win win for everybody.
Our focus is on our private-label products,
where we directly control product
specifications, processes and packaging.
In FY24, over 40% of our private-label
sales in The Warehouse and The
Warehouse Stationery were from
products with one or more approved
sustainability features, up from 33%
in FY23. This represents over 37,000
individual product lines and $428 million
in sales. During the year we became
Rainforest Alliance certified for our own
label coffee and cocoa products and
became members of Textiles Exchange.
We are part of the largest cotton
sustainability programme in the world.
Around 88% of the cotton for our private-
label apparel and home textiles products
was sourced as Better Cotton in FY24.
That’s better for farmers and the planet,
and our customers love it too.
We remain committed to removing
unnecessary packaging as much as
possible. Where packaging is needed, we
are making it easier for it to be recycled at
home or in one of our stores. By the end
of FY24, 55% of the product packaging
associated with our private-label
range met our packaging sustainability
requirements, up from 43% in FY23. This is
a year ahead of our target. In January 2024,
we signed up to the Australasian Recycling
Label scheme to help customers make
the right decision on how to dispose of or
recycle packaging.
Emissions reporting
In measuring GHG emissions, we employ
an operational control and consolidation
approach.
SUSTAINABILITY
Our base year is FY20 in accordance
with our Sustainability Linked Loan (SLL)
agreement, which aligns our Scope 1 and 2
emissions reduction targets to 1.5°C Science
Based Targets initiative (SBTi) criteria.
In FY24, our absolute Scope 1 and 2 emissions
(market based) for our New Zealand sites
decreased 30.4% compared to FY23 and
29.8% compared to our 2020 market based
equivalent base year. Our reduction was
primarily due to a consolidation of our sites
and our partnership with Lodestone Energy.
Scope 1 emissions increased by 18.4% this
year and 3.6% compared to our 2020 base
year. Some of our refrigerants have a high
Global Warming Potential (GWP) relative to
the impact of the same quantity of carbon
dioxide and required servicing during this
financial year, contributing to this increase.
More detail about our climate-related
emissions and initiatives is available in
Appendix 2 in our inaugural Climate-related
Disclosures Report. This includes:
• All Standards, methodologies, assumptions,
calculation tools and exclusions;
• Source of emission factors and the GWP
rates used;
• Emissions data for all GHGs; and
• Exclusion of Biogenic emissions.
ENERGY CONSUMPTION WITHIN THE ORGANISATION
FY24 Energy intensity ratio
⁴
8,242 GJ/$m of revenue
a deteriation from 7,814 GJ/$m in FY23
FY24 consumption
(litres/kWh)
FY24 consumption
(GJ)
GJ increase/
(decrease) vs FY23
Diesel495,418 18,929,913 -2.7%
LPG
168,476 4,471,358 -1.2%
Petrol – Premium10,854384,017 -22.0%
Petrol – Regular 49,250 1,732,137 -2.8%
Scope 1 Fuel
Consumption
723,99825,517,425 -2.8%
Electricity
Consumption
82,539,630297,140-5.0%
Scope 2 Electricity
Consumption
82,539,630297,140-5.0%
Total Scope 1 and 2
Energy Consumption
83,263,62825,814,565-2.8%
1.
More detail about our GHG Inventory, including limitations,
methodology and exclusions is available in our 2024 inaugural
Climate-related Disclosure Report.
2.
The Warehouse Group has historically only presented
performance using location-based method for calculating
Scope 2 emissions. Now with our partnership with Lodestone
we have switched to dual reporting. The market-based method
is shown in accordance with the Greenhouse Gas Protocol
Scope 2 Guidance. FY23 and base year data has been provided
for comparative purposes.
3.
GHG emission intensity has been calculated using Scope 1,
Scope 2 (Market-based) & Scope 3 total measured emissions .
We have also included revenue for our discontinued operations
(Torpedo7) as their emissions are included in our inventory up
until 31 March 2024.
4.
Energy intensity ratio includes energy consumption within
the organisation only; it excludes any Scope 3 energy
consumption.We have calculated this to include revenue from
our discontinued operations (Torpedo7) as their emissions are
included in our inventory up until March 31 2024.
A cornerstone of our sustainability
strategy is reducing our carbon
footprint. From February 2024
we started sourcing some of our
electricity through our contractual
arrangement with Lodestone Energy
(Lodestone), which operates utility
scale solar farms.
Our partnership with Lodestone
supports the development of
'additional' renewable generation,
supporting New Zealand's goal to
achieve 100% renewable electricity
generation by 2030. Lodestone's
electricity provided to The Warehouse
Group is certified 100% renewable
through the NZ Energy Certificate
System maintained by Brave Trace.
By the end of FY24, a total of 63 of our
stores and sites had been transitioned.
Our goal is to have all stores and
sites in New Zealand switched over
to Lodestone by the start of 2026. To
understand the size of this partnership,
if all the solar panels assigned to us were
placed next to each other they would
cover just over 35 rugby fields.
We are already seeing the benefits of our
switch: 14% of our market-based Scope 2
emissions reduced to zero through solar
generation. This delivered an overall
929tCO2e reduction in market-based
emissions and significant cost savings to
our business in FY24. See our Climate-
related Disclosures Report for more
information about how we measure
and report our emission reductions
from our partnership with Lodestone.
CASE
STUDY
SWITCHING
TO SOLAR
GHG EMISSIONS (tCO2e)
This year
FY24
Last year
FY23
Base Year
FY20
% Change since
last year
% Change since
base year
Scope 1
2,773.9 2,342.42 2,678.318.4%3.6%
Scope 2 (Location-based)
6,011.3 5,314.7 10,161.813.1% -40.8%
Scope 2 (Market-based)1
5,548.1 9,622.19,174 .7 -42.3% -39. 5%
Sub-total: Scope 1 and 2 (Location-based)
8,785.2 7,657. 2 12,840.2 14.7% -31.6%
Sub-total: Scope 1 and 2 (Market-based)
8,322.0 11,964.511,853.0 -30.4% -29.8%
Scope 3
Category 3: Fuel and Energy Related Activites
446.2754.1Not reported-40.8%n/a
Category 4: Upstream transportation and distribution
15,212.915,844.616, 849.1-4.0%-9.7%
Category 5: Waste Generated in Operations
4 67. 3653.71 ,117. 7-28.5%-58.2%
Category 6: Business Travel
1,109. 31,814.41 , 707. 8-38.9%-35.0%
Category 9: Downstream transportation and distribution
864.71,966.44,651.1-56.0%-81.4%
Sub-total: Scope 3
18,100.421,033.324,325.7-13.9%-25.6%
Total: Scope 1, Scope 2 (Location-based) &
Scope 3 emissions
26,885.5 28,690.4 37,165.9 -6.3% -27.7%
Total: Scope 1, Scope 2 (Market-based) &
Scope 3 emissions
26,422.3 32 ,997. 8 36,178.7 -19.9% -27.0%
Emissions intensity ratio (tCO2e / $million of Revenue)²
8.6 8.41.7%
reduced to zero through
solar generation
OF OUR MARKET-
BASED SCOPE 2
EMISSIONS
14%
The Warehouse Group Integrated Annual Report 20242627Sustainability
SUSTAINABILITY FRAMEWORK
OUR
PRIORITIES
Product and
packaging
sustainability
leadership
Sustainable
living solutions
Circularity
solutions for
customers
Running a
sustainable
operation
OUR
FOCUS
AREAS
Increasing the number of
more sustainable products
and packaging and helping
our suppliers reduce their
GHG emissions
Enabling sustainable living
solutions that help our
customers live a healthy,
low-carbon lifestyle
Providing circularity
solutions that reduce the
amount of post-consumer
waste going to landfill
Increasing the sustainability
performance of our operations
and decreasing our operational
carbon emissions (Scope 1 and 2)
to zero by 2040
OUR
TARGETS
Increase the share of
private-label sales from
more sustainable products,
or products with circularity
solutions to 50% by 2025
and 100% by 2035
Increase the share of
private-label sales from
products with more
sustainable packaging to
50% by 2025 and 100%
by 2035
NOTE: We have taken
the decision in FY24 to
supersede our Scope 3
supplier emissions target
with a revised target which
we will set and publish
in FY25. Further detail is
available in our Climate-
related Disclosures Report
Install electric vehicle (EV)
charging stations at all
possible stores by 2030
Enable 2.5 million
customers to use our waste
recycling or circular reuse
solutions by 2030
Reduce Scope 1 and 2
emissions, aligned to a 1.50C
trajectory, by 42% by 2030
compared to our 2020 base
year and with the pathway to
zero emissions by 2040
Become a zero-waste status
organisation by 2025
NOTE: We have taken the
decision in FY24 to supersede
our domestic and international
freight emissions target with
a revised target which we
will set and publish in FY25.
Further detail is available in our
Climate-related Disclosures
Report
OUR
PROGRESS
40% of private-label
sales were derived from
products with one or more
sustainable material or
production features (FY23:
33%), accounting for $428m
in sales
55% of private-label sales
derived from products
with packaging that can
be recycled via New
Zealand’s kerbside recycling
infrastructure or via scaled
in-store solutions (FY23:
43%), accounting for $584m
in sales and exceeding our
2025 target
13 of the 28 The Warehouse
stores which offer free
EV charging have been
upgraded to 25kW DC
rapid chargers. This is the
same number as reported
last year
Soft-plastic recycling:
51 locations (The Warehouse
+ Store Support Office)
Recycled 111.1 tonnes of soft
plastic waste (up 26.1% from
FY23)
e-waste recycling:
34 locations (Noel Leeming
and Warehouse Stationery
stores).
Recycled 133.3 tonnes of
e-waste (up 45.6% from
FY23)
Ink and toner cartridge
recycling:
131 locations (Noel Leeming
and Warehouse Stationery
stores).
Recycled 12.7 tonnes (up
22.7% from FY23)
Diverted a total of 257.1
tonnes of post-consumer
waste from landfill disposal
in FY24 (up 29.2% from FY23)
Our market-based Scope 1 and
2 emissions for our NZ sites
decreased 30.4% compared
to FY23 and decreased 29.8%
compared to our 2020 market-
based equivalent base year.
This was due to a consolidation
of our sites and our partnership
with Lodestone Energy
Diverted 77.7% of operational
waste from landfill in FY24
(FY23: 72.9%)
Operational waste
Waste
generated
(tonne)
Waste diverted
from landfill
(tonne)
Waste directed
to landfill
(tonne)
General waste2,835.3-2,835.3
Paper, cardboard and plastic wrap9,036.99,036.9-
Mixed recycling, including
recovery and preparation for reuse
828.1 828.1 -
Hazardous waste<1 tonne -<1 tonne
Total operational waste
12,700.39,865.02,835.3
FY24 operational waste diverted
and directed to landfill
77.7%22.3%
Reducing waste in our business
and for our customers
With the help of our waste and recycling
partners we diverted 77.7% of our
operational waste from landfill in FY24,
up from 72.9% in FY23. Operational
waste comprises waste generated
from shipping and freight packaging,
and general waste generated across
our distribution centres, stores and
Store Support Office. It also includes
items collected as part of services to
customers (for example, removal of
unwanted appliances when new ones
E-WASTE RECYCLING
SOFT-PLASTIC
RECYCLING
51 The Warehouse stores and
Store Support Offices recycled 111.1
tonnes of soft-plastic waste (up
26.1% from FY23)
INK AND TONER
CARTRIDGE RECYCLING
All ink and toner brands
131 Noel Leeming and
Warehouse Stationery stores
collected 12.7 tonnes
(up 22.7% from FY23)
34 Noel Leeming
and Warehouse Stationery stores
recycled 133.3 tonnes of
e-waste (up 45.6% from FY23)
are installed). All operational waste is
generated on site. Our waste data is
consolidated from individual reports,
provided by our waste and recycling
service providers. Total non hazardous
waste for the Group was 12,700.3 tonnes.
We believe we have a big role to play in
helping our customers reuse or recycle
the items we sell. We continue to offer,
and look to expand, our solutions
for helping customers recycle items
that cannot be accepted in home
recycling – this includes soft plastics,
certain electricals (for example laptops,
monitors, tablets, cables), used ink and
toner cartridges, mobile phones and
Nespresso compatible coffee capsules.
In FY24, stores with soft plastics
increased to 51 (up from 44 in FY23) and
we supported The Packaging Forum and
their partners to launch the scheme in
Whanganui and Invercargill.
More customers are using our post-
consumer recycling initiatives, resulting
in the collection of 257.1 tonnes of
material in FY24 (up from 198.9 tonnes in
FY23), helping to divert what otherwise
would have gone to landfill.
Engaging with our suppliers
The Warehouse Group has had a
comprehensive Ethical Sourcing
Programme for more than 20 years,
focused on the private-label products
in The Warehouse and Warehouse
Stationery. This is not only better for
business and trade, but also gives our
customers confidence that our products
have been ethically sourced.
We have increased the engagement
with our suppliers even more this year to
better understand, and start to measure,
our Scope 3 (our suppliers' Scope 1 and
2) emissions.
Our Ethical Sourcing Programme
is underpinned by our Ethical
Sourcing Policy. This policy outlines
our requirements in 10 dimensions,
comprising: Management Systems;
Child Labour; Voluntary (Forced) Labour;
Health and Safety; Wages and Benefits;
Working Hours; Freedom of Association
and Collective Bargaining; Environment;
Subcontracting and Business
Integrity; and Greenhouse Gas (GHG)
management.
In FY24, The Warehouse Group’s
private-label products were sourced
from around 730 factories primarily
located in China, New Zealand, Australia,
Bangladesh, India, Vietnam, USA,
Thailand, Malaysia, Indonesia and the
United Kingdom involving more than
200,000 workers. Our private-label
factories must undergo ethical, labour,
and environmental assessments before
entering our supply chain.
In FY24, 158 new factories (88% of
applicants) qualified to enter our supply
chain via the recognition of existing
third-party credentials, validated self-
assessments or independent third-party
labour and environmental audits. In
addition to important labour rights, these
assessments include a review of our
suppliers’ actions to monitor wastewater
discharge, control air pollutants, dispose
of solid waste, enable recycling, and deal
with any hazardous waste.
In FY24, we conducted 232 labour and
environmental third-party onsite audits
and maintained internal continuous
improvement oversight, working with
120 factories on average each quarter, to
assist them in achieving compliance with
our standards and local regulations.
Out of our 730 active private-label
factories, we found that 21 factories
(2.9%) we assessed had actual or
potential negative social impacts which
they failed to address, resulting in us
ceasing trading with them. Decisions to
The Warehouse Group Integrated Annual Report 20242829Sustainability
terminate relationships with suppliers
are not taken lightly. The 21 factories
we ceased trading with consistently
failed to participate transparently
during assessments or did not meet
the baseline criteria set by our Ethical
Sourcing Policy.
The primary issue we identified during
on-site assessments was a lack of
transparency. This was evident in
14% of those audited this year. Another
common actual or potential negative
social impact we observed was
maintaining legal limits on working hours
and compensation.
These findings emphasised the need
for ongoing monitoring and remedial
action, which we always require. Our
commitment remains firm: to ensure
that every partner in our supply chain
operates with the highest ethical and
social standards.
In FY24, we moved to the Responsible
Sourcing Assessment ERSA for supplier
workplace standards. Our suppliers
were rated from A (minimal issues across
assessment pillars) to D (many issues
across assessment pillars).
Overall rating distributions across all
assessments were: A 1%, B 49%, C 29%,
D 21%.
The percentage of non-compliance
scores across each assessment pillar was
Business Ethics 2.6%, Environment 2.2%,
Health and Safety: 39.5%, Labour: 54.3%,
Management Systems: 1.3%.
Training remains a critical part of our
engagement with suppliers. To help
our factories achieve The Warehouse
Group’s ethical sourcing expectations
and develop new capabilities such as
carbon management, or the use of more
sustainable materials and packaging,
suppliers participated in 233
on-site or virtual training sessions and
completed 2,247 e-learning lessons on
various labour, environment and GHG
management topics.
Our supplier scorecard guides our
sourcing decisions and supplier
selection, and looks at labour and
environmental audit outcomes,
alongside commercial performance
measures. There were no known cases
of forced, compulsory or child labour in
FY24.
Looking ahead
We're always looking for ways to do
better. Our 2024 Sustainable Living Plan
is a good start, but we know there's more
to do. That's why we're continuing to
use the Tomorrow Test to check if what
we're doing is actually going to make a
difference.
We're giving our team the tools and
knowledge they need to make good
choices so we can pass those on to our
customers. It's all about making sure
we're on the right track to create a better
future for everyone.
Since launching our Sustainable Living
Plan two years ago, we’ve achieved
and learned much. We know change is
possible, and we’re optimistic that this
can deliver better outcomes for our
customers, communities, business and
the planet. It’s important we reflect and
remain responsive to the ever-evolving
environmental and social landscape. We
are currently reviewing our sustainability
plans and goals to ensure they remain
aligned with our Group’s business model
and strategy, and expectations of our
stakeholders.
For full details of our emissions
and emissions inventory, as well as
governance, strategy, risk management
and metrics and targets in relation
to emissions and climate reporting,
please refer to our Climate-related
Disclosures Report, which can be
found on our website: https://www.
thewarehousegroup.co.nz/investor-
centre/company-reports.
with packaging that can be
recycled via New Zealand's
kerbside recycling infrastructure
or via scaled in-store solutions
55%
PRIVATE-LABEL SALES
(up from 43% in FY23)
THE WAREHOUSE STORES
WHICH OFFER FREE EV CHARGING
13
OF POST-CONSUMER
WAST E
from landfill disposal
in FY24
2 57.1 tonnes
Diverted
730
NUMBER OF FACTORIES
PRIVATE-LABEL PRODUCTS
WERE SOURCED FROM
DIVERTED
OPERATIONAL WASTE
in FY24
7 7.7%
upgraded to 25kW DC rapid chargers
The Warehouse Group Integrated Annual Report 20243031Sustainability
Ensure everyone gets
home healthy and safe
every day
Team members' health, safety and
wellbeing remains a top priority for
us. We continue to focus on our four
pillars of wellbeing: physical, mental,
financial, and ways of working.
As an ACC-accredited Employer,
Safety Assurance Reviews play an
integral role in managing our hazards
and risks and ensuring best-practice
and legal requirements are applied
across all our sites. This year, we
conducted 104 safety assurance
reviews.
In FY24, there were four recorded
critical risk events related to traffic
management and product storage.
This is down 50.0% from FY23 when
we had eight critical risk events.
Our key performance safety metric
is Total Recorded Injuries and in
FY24 we recorded 298. While still
higher than we would like, this is
a significant decrease of 36.6%
compared to 470 recorded in FY23.
The Total Recorded Injury Frequency
Rate (TRIFR) reduced in FY24 also,
at 23.0 per million hours worked,
compared to 32.8 per million hours
worked in FY23.
Our Lost Time Injuries reduced by
9.6% from 197 in FY23 to 178 in FY24,
while our Lost Time Injury Frequency
Rate (LTIFR) was 13.7, the same as
in FY23 due to a reduction in total
hours worked.
There have been zero workplace
fatalities for the seventh year in
a row.
Crime continues to be challenging
for the retail industry across
New Zealand and sadly in FY24
we recorded 279 events related
to Violent Aggressive Behaviour
towards our store teams, an
increase from 224 in FY23. We
have continued to invest in safety
measures and support services
for our teams - such as training on
situational incident management,
body cams and vests, and reviewing
our top 20 high-incident sites.
We have provided a range of
activities to support the mental
and financial wellbeing of our
team members including: Health
Awareness Week, team step
challenges, flu vaccinations, fatigue
management, and healthy eating
initiatives. We also provide access
to financial advisors, as well as our
employee assistance programme,
TELUS Health, which provides
confidential support and counselling.
Unlock productivity and
performance through
leadership capability
We aim to create a caring, dynamic,
customer-driven organisation by
empowering our people through
leadership capability and learning
and development opportunities.
We have two leadership programmes,
Evolve and Emerge, which focus on
developing personal leadership skills,
while also supporting team members
in delivering for customers.
Our Emerge leadership programme
is for team members who are working
towards a store manager role and our
Evolve leadership programme is for
those working towards becoming a
high-performing store manager.
In FY24, a total of 16 team members
completed our Emerge programme,
with more than six team members
moving from Assistant Managers to
Store Managers so far and 15 team
members completing the Evolve
programme with three participants
promoted to date.
This year we implemented the Dare
to Lead leadership programme too,
developed by Brené Brown, with
nearly 200 leaders participating
to cultivate braver, more-daring
GROWING AND DEVELOPING
OUR PEOPLE
per million hours
worked
(FY23: 32.8)
TRIFR
23.0
Critical risk
events
4
(FY23: 8)
100%
gender pay equity
(FY23: 101%)
eNPS
19.6pts
Lost Time Injuries
178
(FY23: 197)
Diversity, Equality and Inclusion
pillars: Te Ao Māori, Belonging,
Gender Equality, and Future of Work.
In a first for the Group, we appointed
our first Māori Development Lead,
marking a significant step in our
journey to embrace and integrate
te ao Māori into our core operations.
As an organisation and team, we’ve
taken important steps to understand
and participate in te ao Māori, such
as including te reo Māori on our
products, to teams learning, using
and encouraging te reo Māori and
tikanga at work. We focused on
increasing understanding of te ao
Māori by rolling out internal Word
of the Week videos, and celebrating
Matariki/Puanga, and Te Wiki o te
Reo Māori/Māori Language Week.
In other diversity, equality and
inclusion activities, we celebrated
International Women’s Day and
recognised Neurodiversity Week
by launching neurodiversity
workshops and creating a dedicated
neurodiversity hub on our internal
knowledge library. We celebrated
Pride Awareness and maintained our
Rainbow Tick status for another year.
We continued to support new
mums and dads with our 26-week
paid parental leave, with 147 team
members making use of this policy
in FY24.
leadership and develop high-
performing teams.
The Personal Effectiveness
programme continued, with 36
team members participating. This
initiative equips participants with
essential skills and strategies like
time management, prioritisation, and
effective communication.
We recognise the critical importance
of adhering to a strong Code of
Ethics in maintaining the integrity
and trustworthiness of our
organisation. Our Code of Ethics
training is essential to ensure team
members understand and uphold
our ethical standards, fostering a
culture of honesty, accountability
and respect.
Overall, we spent more than 48,200
hours training our team members
in FY24, which equates to 5.0 hours
training per person and includes our
Code of Ethics training.
Celebrating our diversity
At The Warehouse Group, we strive
to create a workplace where our
people feel they can bring their
whole selves to work. We believe
a diverse team and an inclusive
workplace leads to more innovation,
better decision-making, greater
opportunities for our people and
better performance outcomes for the
business.
In FY24, our focus was on our four
H E TA N GATA , H E TA N GATA , H E TA N GATA
Gihan Fernando is one of our team members who completed the Emerge programme
in FY24, moving from a trading manager at The Warehouse Takanini to the store
manager of The Warehouse St Lukes.
Gihan started with The Warehouse as a Christmas casual in 2014 and has worked at
four different stores across our Auckland network. He was excited by the chance to
be part of the Emerge programme to reach his goal of becoming a store manager,
while also developing new skills and abilities to support his team and our customers.
“I wanted to get out of my comfort zone and develop my growth mindset during the
Emerge programme,” says Gihan.
“I wanted to learn how best to empower and engage my team and learn from leaders
around the business to help me find capabilities and strengths I wasn’t using. I learnt
so many important things during the Emerge programme, so being able to bring that
back to my team in my new leadership role is very rewarding for me.”
Gihan Fernando (middle) store manager of
The Warehouse St Lukes.
CASE
STUDY
(FY23: 26.9%)
employee turnover
23.7%
37. 5%
of senior leaders
are female
(FY23: 50.0%)
46.9%
of Board members
are female Directors
(FY23: 50.0%)
The Warehouse Group Integrated Annual Report 20243233Our People
The Warehouse Group worked closely
with our national charity partner,
Kindness Collective, on their annual
PJ Project, which aimed to provide
20,000 warm PJs to Kiwi kids across
New Zealand. Kiwis were able to drop
off pyjamas at any The Warehouse store
nationwide, and were able to donate
money to this worthy cause at The
Warehouse, Warehouse Stationery or
Noel Leeming.
Helping Kiwi kids keep warm during
winter resonated with our team
members, so we held an inaugural
SUPPORTING KIWI KIDS IN OUR
COMMUNITIES OVER WINTER
Raised
For our charity partners and
community groups around
New Zealand including
through customer donations
instore and Market Club.
$
2.6m
CASE
STUDY
Warm Fuzzies Day on 24 May, where our
team members across our store network
dressed in their PJs, dressing gowns
and slippers to help raise awareness.
Thanks to the incredible generosity of
our customers and hard work of our
store teams across our brands, $137,200
was raised to help Kindness Collective
provide PJs, blankets and winter
essentials to Kiwi kids, ensuring they
would be cosy and healthy throughout
winter. Over 4,200 pairs of PJs and 185
blankets were donated through
The Warehouse drop-off points.
CASE
STUDY
GOOD ONE BRINGS
AFFORDABLE
HEALTH & BEAUTY
TO RED SHELVES
In FY24, The Warehouse launched its
first private-label health and body
brand, Good One, a new cruelty-free
body and hair care range, locally
made with natural ingredients like
kawakawa and mānuka honey.
Exclusive to The Warehouse, the
Good One range delivers value that’s
not only kind to skin but also to
wallets. All Good One products cost
between $6 and $8, ensuring Kiwi
families can purchase New Zealand-
made products at affordable prices.
Feeling good is also about doing
good, so Good One also gives back
through an ongoing partnership with
Women's Refuge, providing products
to women and children in its
care. With Women's Refuge locations
from Kaitaia to Invercargill, those in
need often leave their homes with
only the clothes on their back; so
when Kiwis purchase Good One, they
are helping us provide essentials
like shampoo, body wash and more
to over 2,000 families seeking
assistance from Women’s Refuge
every year.
All Good One product is crafted
locally in New Zealand, and made
without harmful chemicals like
parabens, SLS or SLE, triclosan,
formaldehyde, synthetic fragrances,
or mineral oils. Good One is also
approved under the Cruelty Free
International's Leaping Bunny
Programme – the global gold
standard for cruelty-free products.
Good One helps provide
essentials like shampoo,
body wash and more to
over 2,000 families seeking
assistance from Women’s
Refuge every year.
2,000
>
The Warehouse Group Integrated Annual Report 20243435Case Studies
Pick-By-Store is a new picking
method we use in our distribution
centres to help teams work smarter
while improving our processes.
With Pick-By-Store, we streamline
our distribution centre operations,
enhance the picking process, optimise
storage, decrease transport costs, use
smart allocation for more space for
fast-selling products, increase picking
productivity, and minimise product
touchpoints to reduce potential
damages.
Our distribution centres can now
deliver better-franchised pallets from
the Grocery, General Merchandise,
Stationery, Apparel, and Shoes
categories. With this new system, 80%
of the pallets arrive organised by these
franchises. For example, all homeware,
stationery, or shoes are together,
making it simpler to manage inventory
when items arrive in store.
Pick-By-Store is supported by a smart
picking system, which is seamlessly
integrated with our Warehouse
Management System enabling our
pickers to work more efficiently,
accurately and effectively. The
Warehouse Management System maps
the route for the picker, making picking
faster and more efficient. Once items
are picked, they are packed directly
onto a pallet designated for a specific
store, ready to be shipped without
unnecessary sorting.
This innovation has now been
successfully implemented in our North
and South Island distribution centres.
CASE
STUDY
IMPROVING PROCESSES IN OUR
STORES AND DISTRIBUTION CENTRES
The Warehouse Group Integrated Annual Report 20243637
MARKET MEDIA
MAKING MOVES
Our Market Media offering allows
suppliers and partners to directly engage
with New Zealand’s largest integrated
retail audience across our online stores
and millions of weekly customer visits to
The Warehouse, Warehouse Stationery
and Noel Leeming.
Market Media uses its channels and
capabilities to develop smart marketing
activities and at-shelf effectiveness.
During FY24, Market Media grew
its top-line revenue year on year
and rolled out a Direct Out of Home
network comprising 3,300 advertising-
CASE
STUDY
advertising-enabled panels
across The Warehouse
and Noel Leeming.
3,300
enabled panels across The Warehouse
and Noel Leeming, which is proving to
be a very popular channel.
We have launched retail media
partnerships with brands like Contact
Energy, Flu NZ, ANZ and Disney+ while
deepening relationships with key
suppliers including Samsung, Griffin's,
Microsoft, Henkel and Mattel. We have
also expanded our product offering to
include in-store point-of-sale and off-
site partnerships.
Just one example of Market Media’s
partnership success from FY24 is with
Vogel’s, integrating product stickers on
The Warehouse’s Living & Co toaster
range to help customers understand
which toaster setting is right for their
preferences. Alongside the product
stickers, Vogel’s utilised point-of-sale
and in-store screens at The Warehouse
to drive the message to full effect, with
the initial increase in Vogel’s sales up
100% year on year.
The Warehouse Group Integrated Annual Report 20243839Case Study
The Warehouse Group has reported in accordance with
the GRI Standards for the period 31 July 2023 to 28 July
2024. We have applied the 2021 GRI reporting principles,
including Accuracy, Balance, Clarity, Comparability,
Completeness, Sustainability Context, Timeliness and
Verifiability when determining what material topics and
disclosures to include in this report.
In 2021 we undertook an in-depth internal and external
stakeholder mapping exercise, assessment, and interview
process. In 2024 we completed an internal materiality
assessment, undertaken by the Executive Leadership Team
and their direct reports, to inform the reporting under GRI
and this Integrated Report. This process reaffirmed the
materiality and importance of our material topics, both in
terms of our stakeholders’ point of view, and from a value at
stake on the operational and financial impact of the Group.
GLOBAL REPORTING INITIATIVES (GRI)
VALUE AT STAKE
MATERIAL TOPICS
This review concluded that there have been no significant
changes in the material topics this year – those which
have the highest importance to stakeholders, the highest
value at stake and therefore the highest impact on the
environment, economy and our people.
This process has informed and developed our list of
material topics in accordance with the requirements under
2021 GRI Standard 3: Material Topics – determining the
impacts of these issues on the business and how the Group
manages these issues.
The Warehouse Group is active in the New Zealand retail
sector. A GRI sector-specific standard is not yet available
for the retail sector. Refer to pages 92-97 for the GRI
Content Index.
GRI REPORT
MATERIAL TOPICS – ASSESSMENT AND REPORTING
Material TopicImpact / CommitmentHow we measure
performance
GRI Reporting StandardSection in this
Annual Report
1. Sustainable products
and packaging
Increase the share of private-label sales
from products and packaging which
are more sustainable, or which have a
circularity solution, to 50% by 2025 and
100% by 2035
• Percentage of private-label sales
derived from products with one or more
sustainability features
• Percentage of private-label sales were
derived from products with packaging
which can be recycled via New Zealand’s
kerbside recycling infrastructure, or
circularity solutions
N/ASustainability
Enable 2.5 million customers to use our
waste recycling or circular reuse solutions
by 2030
• Number of tonnes of post-consumer
waste recycled
N/ASustainability
2. Supply chain management
To build a reliable and sustainable supply
chain network
• Store availability
• Number of new and existing suppliers
screened using environmental audits
N/A
GRI 414-2
Engaging with suppliers
3. GHG emissions
Reduce Scope 1 and 2 emissions by 42%
by 2030, and zero emissions by 2040
• Scope 1 and 2 reduction in emissions
year on year and compared to 2020
base year
GRI 305-1
GRI 305-2
GRI 305-3
GRI 305-4
GRI 305-5
Sustainability
4. Waste reduction
Become a zero-waste status organisation
by 2025
• Percentage of waste diverted from
landfill year on year.
GRI 306-1
GRI 306-2
GRI 306-3
GRI 306-4
GRI 306-5
Sustainability
5. Responsible and ethical
sourcing
To build a reliable and sustainable supply
chain network
• Percentage of private-label sales
derived from products with one or more
sustainability features
• Number of new and existing suppliers
screened using environmental audits
• Supplier audit and results
GRI 407-1
GRI 408-1
GRI 409-1
GRI 414-1
GRI 414-2
Sustainability
Work with suppliers, associations and
initiatives for sustainable sourcing and
materials e.g. BCI, FSC
Membership of sustainable material
initiatives
GRI 2.28 (2021) Sustainability
Corporate Governance -
Statutory Disclosures
6. Employee health, safety
and wellbeing
Build a strong and effective high-
performance and agile culture that gets
everyone home healthy and safe at the
end of their day
Critical risk management and safety
assurance reviews, including:
• Number of violent and aggressive
behaviour incidents
• Number of critical risk events related to
traffic management
• Total Recordable Injury Frequency Rate
(TRIFR)
• Lost Time Injury Frequency Rate (LTIFR)
GRI 403-9Growing and developing
our people
7. Employee engagements,
diversity and inclusion
Be the best place to work by creating an
environment of belonging and connection
• eNPS
• Promotion of worker health
N/A
GRI 403-6
Growing and developing
our people
Provide learning pathways and
career development
• Average training hours per year per
employee
• Programmes for upgrading employee
skills and transition assistance
programmes
GRI 404-1
GRI 404-2
Growing and developing
our people
Celebrate diversity and provide equal
opportunities for everyone
• Percentage of senior leaders who are
female
• Gender pay equity
• Rainbow Tick accreditation
• Diversity, inclusion and wellbeing
initiatives and objectives
GRI 405-1
GRI 405-2
Growing and developing
our people
Diversity and Inclusion Report
8. Business ethics and
human rights
Be committed to fostering the highest
standards of ethical behaviour and good
conduct
• Adherence to NZX Corporate
Governance Code, Principle 1
• Compliance with Code of Ethics,
Financial Products Trading Policy, and
Market Disclosure Policy
• Supplier and factory labour and
environmental audits
GRI 2.23 – 2.27
GRI 205-2
GRI 205-3
GRI 206-1
GRI 407-1
GRI 408-1
GRI 409-1
Corporate Governance
5.0
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
–
– 0.51.01.52.02.53.03.54.04.55.0
IMPORTANCE TO STAKEHOLDERS
Sustainable products and packagingSupply chain management
GHG emissionsWaste reduction
Responsible and ethical sourcingEmployee health, safety and wellbeing
Employee engagement, diversity and inclusionBusiness ethics and human rights
The Warehouse Group Integrated Annual Report 20244041GRI Report
The Warehouse Group Integrated Annual Report 20244243Financial Statements
FINANCIAL
STATEMENTS
2024 THE WAREHOUSE GROUP
The financial statements have been presented in a style which makes them less complex and more relevant to shareholders. The note disclosures have been grouped into six
sections: ‘basis of preparation’, ‘financial performance’, ‘operating assets and liabilities’, ‘financing and capital structure’, ‘financial risk management’ and ‘other disclosures’.
Each section sets out the significant accounting policies in grey text boxes applied in producing the relevant notes, along with details of any key judgements and estimates used.
The purpose of this format is to provide readers with a clearer understanding of what drives financial performance of the Group.
These financial statements have been approved for issue by the Board of Directors on 25 September 2024.
The Warehouse Group Limited is a limited liability company incorporated and domiciled in New Zealand.
The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.
FINANCIAL STATEMENTS Page
Consolidated income statement 44
Consolidated statement of comprehensive income 44
Consolidated balance sheet 45
Consolidated statement of cash flows 46
Consolidated statement of changes in equity 47
BASIS OF PREPARATION
1.1 Reporting entity 48
1.2 Compliance statement 48
1.3 Basis of preparation 48
1.4 Changes in accounting policy information and interpretations 48
1.5 Reporting period 48
1.6 Material accounting judgements, estimates and assumptions 48
1.7 Non-GAAP financial information 48
FINANCIAL PERFORMANCE
2.0 Segment information 49
2.1 Operating performance 49
2.2 Adjustment for NZ IFRS 16 (Leases) 49
3.0 Income and expenses 50
3.1 Other income 50
3.2 Employee expense 50
3.3 Depreciation and amortisation expense 50
3.4 Other operating expenses 50
3.5 Auditors' fees 50
3.6 Net interest expense 50
4.0 Taxation 51
4.1 Taxation – income statement 51
4.2 Taxation – balance sheet current taxation asset 51
4.3 Taxation – balance sheet deferred taxation asset 51
4.4 Taxation – balance sheet gross deferred taxation asset 52
4.5 Taxation – balance sheet gross deferred taxation liabilities 52
5.0 Adjusted net profit 52
6.0 Earnings per share 53
7.0 Dividends 53
7.1 Dividends paid 53
7.2 Dividends policy reconciliation 53
7.3 Imputation credit account 53
OPERATING ASSETS AND LIABILITIES Page
8.0 Working capital 54
8.1 Inventory 54
8.2 Trade and other receivables 54
8.3 Trade and other payables 54
8.4 Provisions 55
9.0 Non current assets 55
9.1 Property, plant and equipment 55
9.2 Intangible assets 56
10.0 Lease liabilities and right of use assets 57
10.1 Right of use assets 57
10.2 Lease liabilities 57
10.3 Lease liability maturity analysis 57
FINANCING AND CAPITAL STRUCTURE
11.0 Equity 58
11.1 Capital management 58
11.2 Bank and debt facilities 58
11.3 Contributed equity 58
11.4 Reserves 59
11.5 Minority interest 59
FINANCIAL RISK MANAGEMENT
12.1 Financial risk factors 60
12.2 Derivative financial instruments 60
12.3 Liquidity risk 61
12.4 Credit risk 61
12.5 Market risk 61
OTHER DISCLOSURES
13.0 Key management 62
14.0 Commitments 62
15.0 Contingent liabilities 62
16.0 Related parties 62
17.0 Discontinued operations 63
17.1 Torpedo7 results and cash flows 63
17.2 Loss on the asset disposal 63
Financial Statements
For the 52 week period ended 28 July 2024
CONTENTS
Dame Joan Withers
Board Chair
25 September 2024
Dean Hamilton
Audit and Risk Committee Chair
25 September 2024
The Warehouse Group Integrated Annual Report 20244445Financial Statements
Note2023 2022
$ 000$ 000
Retail sales
2.1 3,399,112 3,294,332
Cost of retail goods sold
8.1 (2,262,388)(2,129,950)
Gross profit
1,136,724 1,164,382
Other income
3.1 8,585 7,683
Employee expense
3.2 (574,352)(575,361)
Depreciation and amortisation expense
3.3 (162,696)(146,122)
Other operating expenses
3.4 (306,211)(291,812)
Operating profit
2.1 102,050 158,770
Unusual items
5.0 (13,935)
–
Earnings before interest and tax
88,115 158,770
Net interest expense
3.6 (44,521)(36,831)
Profit before tax
43,594 121,939
Income tax expense
4.1 (13,657)(34,851)
Net profit for the period
29,937 87,088
Attributable to:
Shareholders of the parent
29,810 89,311
Minority interests
11.5 127 (2,223)
29,937 87,088
Earnings per share attributable to shareholders of the parent
Basic earnings per share
6.0 8.6 cents 25.9 cents
Diluted earnings per share
6.0 8.6 cents 25.9 cents
Consolidated Statement of Comprehensive Income
For the 52 week period ended 28 July 2024
Note2023 2022
$ 000$ 000
ASSETS
Current assets
Cash and cash equivalents
11.2 28,330 24,999
Trade and other receivables
8.2 76,274 87,853
Inventories
8.1 493,308 562,313
Derivative financial instruments
12.2 5,208 29,491
Current taxation
4.2 5,038 1,505
Total current assets
608,158 706,161
Non current assets
Trade and other receivables
8.2 20,747 11,664
Property, plant and equipment
9.1 222,289 224,355
Intangible assets
9.2 168,239 151,825
Right of use assets
10.1 661,025 673,278
Investment in associate
–
3,839
Deferred taxation
4.3 88,476 89,227
Total non current assets
1,160,776 1,154,188
Total assets
1,768,934 1,860,349
LIABILITIES
Current liabilities
Borrowings
11.2 76,400 66,150
Trade and other payables
8.3 407,339 480,596
Derivative financial instruments
12.2 7,320 668
Lease liabilities
10.3 98,996 95,849
Provisions
8.4 49,292 49,831
Total current liabilities
639,347 693,094
Non current liabilities
Lease liabilities
10.3 704,162 724,991
Provisions
8.4 22,405 21,165
Total non current liabilities
726,567 746,156
Total liabilities
1,365,914 1,439,250
Net assets
403,020 421,099
EQUITY
Contributed equity
11.3 360,235 360,235
Reserves
11.4 10 12,739
Retained earnings
41,825 48,940
Total equity attributable to shareholders
402,070 421,914
Minority interest
11.5 950 (815)
Total equity
403,020 421,099
Consolidated Balance Sheet
As at 28 July 2024
Consolidated Balance Sheet
As at 28 July 2024
Note
2024 2023
$ 000 $ 000
ASSETS
Current assets
Cash and cash equivalents
11.2
32,204 28,330
Trade and other receivables
8.2
72,901 76,274
Inventory
8.1
472,128 493,308
Derivative financial instruments
12.2
10,786 5,208
Current taxation
4.2
2,779 5,038
Total current assets590,798 608,158
Non current assets
Trade and other receivables
8.2
26,321 20,747
Property, plant and equipment
9.1
187,208 222,289
Intangible assets
9.2
159,112 168,239
Right of use assets
10.1
601,610 661,025
Deferred taxation
4.3
89,824 88,476
Total non current assets1,064,075 1,160,776
Total assets1,654,873 1,768,934
LIABILITIES
Current liabilities
Borrowings
11.2
82,900 76,400
Trade and other payables
8.3
461,453 407,339
Derivative financial instruments
12.2
78 7,320
Lease liabilities
10.2
100,098 98,996
Provisions
8.4
42,553 49,292
Total current liabilities687,082 639,347
Non current liabilities
Lease liabilities
10.2
636,714 704,162
Provisions
8.4
20,342 22,405
Total non current liabilities657,056 726,567
Total liabilities1,344,138 1,365,914
Net assets310,735 403,020
EQUITY
Contributed equity
11.3
360,235 360,235
Reserves
11.4
6,581 10
Retained earnings(57,265)41,825
Total equity attributable to shareholders309,551 402,070
Minority interest
11.5
1,184 950
Total equity310,735 403,020
3
Consolidated Income Statement
For the 52 week period ended 28 July 2024
Note20232022
$ 000$ 000
Net profit for the period
29,937 87,088
Items that may be reclassified subsequently to the income statement
Movement in foreign currency translation reserve
(206)294
Movement in derivative cash flow hedges
(18,510)8,873
Tax relating to movement in hedge reserve
5,183 (2,484)
Other comprehensive income
(13,533)6,683
Total comprehensive income
16,404 93,771
Attributable to:
Shareholders of the parent
16,277 95,994
Minority interest
11.5 127 (2,223)
Total comprehensive income
16,404 93,771
Consolidated Income Statement
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Continuing operations
Retail sales
2.1
3,037,597 3,236,912
Cost of retail goods sold
8.1
(2,016,731)(2,148,681)
Gross profit1,020,866 1,088,231
Other income
3.1
7,943 8,328
Employee expense
3.2
(512,146)(535,770)
Depreciation and amortisation expense
3.3
(158,558)(151,891)
Other operating expense
3.4
(290,284)(286,615)
Operating profit from continuing operations
2.1
67,821 122,283
Unusual items
5.0
(8,883)(13,561)
Earnings before interest and tax from continuing operations58,938 108,722
Interest on leases
3.6
(36,527)(34,374)
Other net interest(1,850)(2,818)
Profit before tax from continuing operations20,561 71,530
Income tax expense
4.1
(14,021)(21,468)
Net profit for the period from continuing operations6,540 50,062
Discontinued operations
Loss from discontinued operations (net of tax)
17.1
(60,304)(20,125)
Net profit/(loss) for the period(53,764)29,937
Attributable to:
Shareholders of the parent
(54,181)29,810
Minority interest
11.5
417 127
(53,764)29,937
Profit/(loss) attributable to shareholders of the parent relates to:
Profit from continuing operations
6,123 49,935
Loss from discontinued operations(60,304)(20,125)
(54,181)29,810
Basic and diluted earnings per share attributable to shareholders of the parent:
Earnings per share
6.0
(15.7) cents8.6 cents
Earnings per share from continuing operations
6.0
1.8 cents 14.5 cents
Earnings per share from discontinued operations
6.0
(17.5) cents(5.8) cents
Consolidated Statement of Comprehensive Income
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Net profit/(loss) for the period(53,764)29,937
Items that may be reclassified subsequently to the income statement
Movement in foreign currency translation reserve
247 (206)
Movement in derivative cash flow hedges9,900 (18,510)
Tax relating to movement in hedge reserve(2,772)5,183
Other comprehensive income/(loss)7,375 (13,533)
Total comprehensive income/(loss)(46,389)16,404
Attributable to:
Shareholders of the parent
(46,806)16,277
Minority interest
11.5
417 127
Total comprehensive income/(loss)(46,389)16,404
Comparative amounts for the 2023 financial year were restated to classify discontinued operations as a single amount (refer note 17).
2
Consolidated Income Statement
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Continuing operations
Retail sales
2.1
3,037,597 3,236,912
Cost of retail goods sold
8.1
(2,016,731)(2,148,681)
Gross profit1,020,866 1,088,231
Other income
3.1
7,943 8,328
Employee expense
3.2
(512,146)(535,770)
Depreciation and amortisation expense
3.3
(158,558)(151,891)
Other operating expense
3.4
(290,284)(286,615)
Operating profit from continuing operations
2.1
67,821 122,283
Unusual items
5.0
(8,883)(13,561)
Earnings before interest and tax from continuing operations58,938 108,722
Interest on leases
3.6
(36,527)(34,374)
Other net interest(1,850)(2,818)
Profit before tax from continuing operations20,561 71,530
Income tax expense
4.1
(14,021)(21,468)
Net profit for the period from continuing operations6,540 50,062
Discontinued operations
Loss from discontinued operations (net of tax)
17.1
(60,304)(20,125)
Net profit/(loss) for the period(53,764)29,937
Attributable to:
Shareholders of the parent
(54,181)29,810
Minority interest
11.5
417 127
(53,764)29,937
Profit/(loss) attributable to shareholders of the parent relates to:
Profit from continuing operations
6,123 49,935
Loss from discontinued operations(60,304)(20,125)
(54,181)29,810
Basic and diluted earnings per share attributable to shareholders of the parent:
Earnings per share
6.0
(15.7) cents8.6 cents
Earnings per share from continuing operations
6.0
1.8 cents 14.5 cents
Earnings per share from discontinued operations
6.0
(17.5) cents(5.8) cents
Consolidated Statement of Comprehensive Income
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Net profit/(loss) for the period(53,764)29,937
Items that may be reclassified subsequently to the income statement
Movement in foreign currency translation reserve
247 (206)
Movement in derivative cash flow hedges9,900 (18,510)
Tax relating to movement in hedge reserve(2,772)5,183
Other comprehensive income/(loss)7,375 (13,533)
Total comprehensive income/(loss)(46,389)16,404
Attributable to:
Shareholders of the parent
(46,806)16,277
Minority interest
11.5
417 127
Total comprehensive income/(loss)(46,389)16,404
Comparative amounts for the 2023 financial year were restated to classify discontinued operations as a single amount (refer note 17).
2
The Warehouse Group Integrated Annual Report 20244647Financial Statements
Note2023 2022
$ 000 $ 000
Net profit
29,937 87,088
Non cash items
Depreciation and amortisation expense
3.3 162,696 146,122
Right of use asset impairment
10.1 226
–
Share based payment expense
3.2 804
–
COVID-19 landlord rent relief
10.2
–
(1,775)
Movement in deferred tax
4.3 5,934 4,239
Total non cash items
169,660 148,586
Items classified as investing or financing activities
Loss on disposal of property, plant and equipment
2,634 1,128
Loss from investment in associate
3,839 661
Gain on lease terminations
2.2 (977)(2,681)
Supplementary dividend tax credit
4.2 223 481
Total investing and financing adjustments
5,719 (411)
Changes in assets and liabilities
Trade and other receivables
2,496 (15,564)
Inventories
69,005 (105,162)
Trade and other payables
(59,802)30,159
Provisions
701 (26,890)
Income tax
(3,533)(12,383)
Total changes in assets and liabilities
8,867 (129,840)
Net cash flows from operating activities
214,183105,423
Note2023 2022
$ 000 $ 000
Cash flows from operating activities
Cash received from customers
3,409,163 3,304,417
Payments to suppliers and employees
(3,139,848)(3,119,707)
Income tax paid4.2
(11,033)(42,514)
Interest paid
(44,099)(36,773)
Net cash flows from operating activities
214,183 105,423
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
30,667 456
Purchase of property, plant and equipment and computer software
(115,088)(107,469)
Purchase of associate
–
(4,500)
Purchase of minority interest11.5
(691)( 1,716 )
Net cash flows from investing activities
(85,112)(113,229)
Cash flows from financing activities
Proceeds from borrowings
10,250 66,150
Lease principal repayments
(101,171)(98,264)
Treasury stock dividends received
138 381
Dividends paid to parent shareholders
(34,907)(95,863)
Dividends paid to minority shareholders
(50)(125)
Net cash flows from financing activities
(125,740)(127,721)
Net cash inflow/(outflow)
3,331 (135,527)
Opening cash position
24,999 160,526
Closing cash position
11.2 28,330 24,999
Reconciliation of Operating Cash Flows
For the 52 week period ended 28 July 2024
Consolidated Statement of Changes in Equity
For the 52 week period ended 28 July 2024
Note
Share
Capital
Treasury
Shares
Hedge
Reserves
Foreign
Currency
Translation
Reserve
Employee
Share
Benefits
Reserve
Retained
Earnings
Minority
Interest
Total
Equity
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
For the 52 week period ended 30 July 2023
Balance at the beginning of the period
365,517 (5,282)12,560 179
–
48,940 (815)421,099
Profit for the period
– – – – –
29,810 127 29,937
Movement in foreign currency translation reserve
– – –
(206)
– – –
(206)
Movement in derivative cash flow hedges
– –
( 18 , 510 )
– – – –
(18,510)
Tax relating to movement in hedge reserve
4.3
– –
5 ,18 3
– – – –
5,183
Total comprehensive (loss)/income
– –
(13, 327 )(206)
–
29,810 127 16,404
Contributions by and distributions to owners
Share rights charged to the income statement
– – – –
804
– –
804
Minority put options exercised
– – – – –
(2,379)1,688 (691)
Dividends paid
7.1
– – – – –
(34,684)(50)(34,734)
Treasury stock dividends received
– – – – –
138
–
138
Balance at the end of the period
365,517 (5,282)(767)(27)804 41,825 950 403,020
(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.4) (note: 11.5)
For the 52 week period ended 31 July 2022
Balance at the beginning of the period
365,517 (5,282)6 ,171 (115)
–
60,573 (2,694)424,170
Profit/(loss) for the period
– – – – –
89,311 (2,223)87,088
Movement in foreign currency translation reserve
– – –
294
– – –
294
Movement in derivative cash flow hedges
– –
8,873
– – – –
8,873
Tax relating to movement in hedge reserve
4.3
– –
(2,484)
– – – –
(2,484)
Total comprehensive income/(loss)
– –
6,389 294
–
89,311 (2,223)93,771
Contributions by and distributions to owners
Minority put options exercised
– – – – –
(5,943)4,227 (1,716)
Dividends paid
7.1
– – – – –
(95,382)(125)(95,507)
Treasury stock dividends received
– – – – –
381
–
381
Consolidated Statement of Changes in Equity
For the 52 week period ended 28 July 2024
Foreign Employee
Currency Share
Share Treasury Hedge Translation BenefitsRetained Minority Total
Note
Capital Shares Reserves Reserve Reserve Earnings Interest Equity
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000
For the 52 week period ended 28 July 2024
Balance at the beginning of the period
365,517 (5,282)(767)(27)804 41,825 950 403,020
Profit/(loss) for the period- - - - - (54,181)417 (53,764)
Movement in foreign currency translation reserve- - - 247 - - - 247
Movement in derivative cash flow hedges- - 9,900 - - - - 9,900
Tax relating to movement in hedge reserve- - (2,772)- - - - (2,772)
Total comprehensive income/(loss)- - 7,128 247 - (54,181)417 (46,389)
Contributions by and distributions to owners
Share rights charged to the income statement
- - - - (804)- - (804)
Dividends paid
7.1, 11.5
- - - - - (45,089)(183)(45,272)
Treasury stock dividends received- - - - - 180 - 180
Balance at the end of the period365,517 (5,282)6,361 220 - (57,265)1,184 310,735
(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.4) (note: 11.5)
For the 52 week period ended 30 July 2023
Balance at the beginning of the period
365,517 (5,282)12,560 179 - 48,940 (815)421,099
Profit for the period- - - - - 29,810 127 29,937
Movement in foreign currency translation reserve- - - (206)- - - (206)
Movement in derivative cash flow hedges- - (18,510)- - - - (18,510)
Tax relating to movement in hedge reserve- - 5,183 - - - - 5,183
Total comprehensive income/(loss)- - (13,327)(206)- 29,810 127 16,404
Contributions by and distributions to owners
Share rights charged to the income statement
- - - - 804 - - 804
Minority put options exercised
11.5
- - - - - (2,379)1,688 (691)
Dividends paid
7.1, 11.5
- - - - - (34,684)(50)(34,734)
Treasury stock dividends received- - - - - 138 - 138
Balance at the end of the period365,517 (5,282)(767)(27)804 41,825 950 403,020
(note: 11.3) (note: 11.3) (note: 11.4) (note: 11.4) (note: 11.4) (note: 11.5)
5
Consolidated Statement of Cash Flows
For the 52 week period ended 28 July 2024
Consolidated Statement of Cash Flows
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Cash flows from operating activities
Cash received from customers
3,137,910 3,409,163
Payments to suppliers and employees(2,911,346)(3,139,848)
Income tax paid
4.2
(4,582)(11,033)
Income tax refunded
4.2
7,995 -
Interest paid(44,107)(44,099)
Net cash flows from operating activities185,870 214,183
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
355 30,667
Purchase of property, plant, equipment and computer software(39,284)(115,088)
Torpedo7 disposal costs(4,720)-
Purchase of minority interest- (691)
Net cash flows from investing activities(43,649)(85,112)
Cash flows from financing activities
Proceeds from borrowings
6,500 10,250
Lease principal repayments(99,532)(101,171)
Treasury stock dividends received 180 138
Dividends paid to parent shareholders(45,312)(34,907)
Dividends paid to minority shareholders(183)(50)
Net cash flows from financing activities(138,347)(125,740)
Net cash inflow3,874 3,331
Opening cash position28,330 24,999
Closing cash position
11.2
32,204 28,330
Reconciliation of Operating Cash Flows
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Net profit/(loss) for the period(53,764)29,937
Non cash items
Depreciation and amortisation expense - continuing operations
3.3
158,558 151,891
Depreciation and amortisation expense - discontinued operations
17.1
5,423 10,805
Right of use asset impairment
10.1
- 226
Share based payment expense
3.2
(804)804
Movement in deferred tax
4.1
(4,119)5,934
Total non cash items159,058 169,660
Items classified as investing or financing activities
Loss on disposal of plant, equipment and software
4,027 2,634
Loss on disposal of Torpedo7 business assets
17.2
60,547 -
Loss from investment in associate- 3,839
Gain on lease terminations
2.2
(160)(977)
Supplementary dividend tax credit
4.2
223 223
Total investing and financing adjustments64,637 5,719
Changes in assets and liabilities
Trade and other receivables
(3,567)2,496
Inventories(28,034)69,005
Trade and other payables54,083 (59,802)
Provisions(8,802)701
Income tax2,259 (3,533)
Total changes in assets and liabilities15,939 8,867
Net cash flows from operating activities185,870 214,183
4
Consolidated Statement of Cash Flows
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Cash flows from operating activities
Cash received from customers
3,137,910 3,409,163
Payments to suppliers and employees(2,911,346)(3,139,848)
Income tax paid
4.2
(4,582)(11,033)
Income tax refunded
4.2
7,995 -
Interest paid(44,107)(44,099)
Net cash flows from operating activities185,870 214,183
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
355 30,667
Purchase of property, plant, equipment and computer software(39,284)(115,088)
Torpedo7 disposal costs(4,720)-
Purchase of minority interest- (691)
Net cash flows from investing activities(43,649)(85,112)
Cash flows from financing activities
Proceeds from borrowings
6,500 10,250
Lease principal repayments(99,532)(101,171)
Treasury stock dividends received 180 138
Dividends paid to parent shareholders(45,312)(34,907)
Dividends paid to minority shareholders(183)(50)
Net cash flows from financing activities(138,347)(125,740)
Net cash inflow3,874 3,331
Opening cash position28,330 24,999
Closing cash position
11.2
32,204 28,330
Reconciliation of Operating Cash Flows
For the 52 week period ended 28 July 2024
Note
2024 2023
$ 000 $ 000
Net profit/(loss) for the period(53,764)29,937
Non cash items
Depreciation and amortisation expense - continuing operations
3.3
158,558 151,891
Depreciation and amortisation expense - discontinued operations
17.1
5,423 10,805
Right of use asset impairment
10.1
- 226
Share based payment expense
3.2
(804)804
Movement in deferred tax
4.1
(4,119)5,934
Total non cash items159,058 169,660
Items classified as investing or financing activities
Loss on disposal of plant, equipment and software
4,027 2,634
Loss on disposal of Torpedo7 business assets
17.2
60,547 -
Loss from investment in associate- 3,839
Gain on lease terminations
2.2
(160)(977)
Supplementary dividend tax credit
4.2
223 223
Total investing and financing adjustments64,637 5,719
Changes in assets and liabilities
Trade and other receivables
(3,567)2,496
Inventories(28,034)69,005
Trade and other payables54,083 (59,802)
Provisions(8,802)701
Income tax2,259 (3,533)
Total changes in assets and liabilities15,939 8,867
Net cash flows from operating activities185,870 214,183
4
The Warehouse Group Integrated Annual Report 20244849Financial Statements
Percentage Ownership
Name of EntityPrincipal ActivityNote
2023 2022
The Warehouse LimitedRetail
100 100
Torpedo7 LimitedRetail
100 100
TheMarket.Com LimitedOnline marketplace11.5
100 97
Eldamos Investments LimitedProperty
100 100
The Warehouse Nominees LimitedInvestment
100 100
Notes to the Financial Statements – Basis of Preparation
For the 52 week period ended 28 July 2024
Notes to the Financial Statements – Financial Performance
For the 52 week period ended 28 July 2024
Operating segments
The Group has five retail brands trading in the New Zealand retail sector which include a specialty online marketplace (TheMarket.com). These brands form the basis
of internal reporting used by senior management and the Board of Directors to assess performance and assist with strategy decisions. Brand trading performance
is assessed using operating profit, which is a non-GAAP measure that excludes the impacts of NZ IFRS 16 Leases, and is considered a better measure of underlying
brand performance. Brand assets and liabilities are not distinct following the amalgamation of the Group’s legal entities and are managed and reported to senior
management and the Board of Directors on a consolidated basis.
Customers can purchase product from the four main retail chains either online or through the Group’s physical retail store network. At period end the Group’s
physical store network consists of 88 The Warehouse stores, 66 Warehouse Stationery stores (including 40 stores trading within The Warehouse stores), 67 Noel
Leeming stores and 25 Torpedo7 stores. The Warehouse predominantly sells general merchandise and apparel, Noel Leeming sells technology and appliance
products, Torpedo7 sells outdoor and sporting equipment and Warehouse Stationery sells stationery products.
Other Group operations include a property company, a chocolate factory and the residual cost of unallocated support office functions.
2.3 Torpedo7 impairment considerations
Significant judgements and estimates
It has been a challenging year for Torpedo7 and other retail specialists exposed to the bike market, as the sector attempts to reduce an inventory over supply
through discounted sales. The Group believes the outdoor and sporting goods sector will remain challenging for the next two financial years and has developed a
Recovery Plan in response to the expected economic conditions to turn the business around from its current year operating loss of $22.2 million and back into profit
within 3 years.
The Group was mindful that the Torpedo7 trading performance and sector outlook were indicators of potential asset impairment. The Group considered the
merits of the Recovery plan and also looked at alternative scenarios, weighing up the associated risk and likely outcomes of these scenarios. It was concluded that
the Torpedo7 inventory impairment provisions should be increased by $2.9 million to bring the total inventory provision to $4.6 million and that no other assets
should be impaired at this time. The assets held in Torpedo7 at balance date are Inventory – net of provisioning ($56.3 million), Receivables ($4.6 million), Plant and
Equipment ($10.8 million) and Right of Use Assets ($26.3 million).
The impairment calculations have been performed using a fair value less cost of disposal approach and required the Group to make judgements to estimate future
cash flows and likely economic conditions as part of its impairment assessment. The Group considered a wide range of factors including the Group’s financial
budgets, strategic plans, external benchmarks and historical performance to formulate the cash flow projections. The Group also engaged an external expert to
determine an appropriate post tax discount rate (11.1%) and long-term growth rate (2.1%), integral to the valuation of the Torpedo7 cash generating unit. The key
judgements made are sensitive to the Recovery Plan gross margin and revenue recovery assumptions, which, if not executed, might result in future impairment of
the above asset classes.
2.0 SEGMENT INFORMATION
2.1 Operating performance
Retail SalesOperating ProfitRetail Operating Margin
Note2023 2022 2023 2022 2023 2022
$ 000$ 000$ 000 $ 000
The Warehouse
1,892,351 1,726,936 71,596 75,742 3.8% 4.4%
Warehouse Stationery
248,629 249,749 23,004 23,058 9.3% 9.2%
TheMarket.com
33,652 49,954 (22,001)(24,734)
Warehouse segment
2,174,632 2,026,639 72,599 74,066 3.3% 3.7%
Noel Leeming
1,061,026 1,096,744 27,342 53,907 2.6% 4.9%
Torpedo7
162,200 171,474 (22,204)(2,240)-13.7% -1.3%
Other Group operations
8,395 6,866 (16,549)(8,961)
Inter-segment eliminations
(7,141)(7,391)
– –
Group
3,399,112 3,294,332 61,188 116,772 1.8% 3.5%
Adjustments for NZ IFRS 16
2.2 40,862 41,998
Operating profit
102,050 158,770
Unusual items
5.0 (13,935)
–
Earnings before interest and tax
88,115 158,770
Retail sales
Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for in-store sales or where the goods are
purchased online when the goods have been delivered to the customer. Revenue from the sale of goods is recognised at the fair value of the consideration
received or receivable, net of returns, discounts and excluding GST.
2.2 Adjustment for NZ IFRS 16 (Leases)
Note2023 2022
$ 000 $ 000
Pre NZ IFRS 16 rent expense
135,889 133,931
Right of use asset amortisation
10.1 (96,004)(94,614)
Gain on lease terminations
977 2,681
Impact on operating profit
2.1 40,862 41,998
Lease liability interest
3.6 (36,199)(36,683)
Impact on net profit before tax (excluding unusual items)
5.0 4,663 5,315
Lease impairments classified as unusual items
5.0 (226)
–
Impact on net profit before tax
4,437 5,315
1.0 BASIS OF PREPARATION
1.1 Reporting entity
The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail sector. The Company is a limited liability
company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity under Part 7 of
the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland. The Company is listed
on the New Zealand Exchange (NZX).
1.2 Compliance statement
These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.
They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards, and
authoritative notes as appropriate for a for-profit entity. The financial statements also comply with International Financial Reporting Standards (IFRS).
1.3 Basis of preparation
The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets and liabilities
at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless otherwise stated. Certain
comparative amounts have been reclassified to conform with the current year’s presentation.
The principal accounting policies applied in the preparation of these financial statements are set out in the accompanying notes where an accounting choice is
provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is significant or material. Where NZ IFRS does not provide any accounting policy
choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has not been specifically included.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed below.
Group structure
At the commencement of the financial year the Group legally amalgamated Noel Leeming Group Limited with The Warehouse Limited. This amalgamation was
designed to simplify processes by merging the support office functions and combining the balance sheet management of both operations. The amalgamation
did not result in any significant changes to the store operations or branding. In August 2022 the Group also acquired the remaining 3% minority interest in
TheMarket.com for a consideration of $0.7 million.
1.4 Changes in accounting policies, interpretations and agenda decisions
In December 2022 the External Reporting Board published it's Climate-related Disclosures standards. The Group has begun planning how it will prepare for the
necessary climate-related disclosures and what information and external assistance it will require. The Group will be including climate-related disclosures based on
the three new climate standards in the July 2024 Annual Report. The Group intends to specifically review and report on exposure to climate-related risk as required
in the consolidated financial statements for the year ended July 2024.
In May 2023 the International Accounting Standards Board issued amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 ‘Financial Instrument Disclosures’,
that do not affect recognition or measurement principles, but require the Group to provide specified disclosures regarding its supplier financing arrangements.
The new disclosure requirements will be effective for the Group’s annual July 2025 reporting period. There are no other new or amended standards or
interpretations that become effective on or after balance date that would have a material impact on the Group’s financial statements.
1.5 Reporting period
These financial statements are for the 52 week period 1 August 2022 to 30 July 2023. The comparative period is for the 52 week period 2 August 2021 to
31 July 2022. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period. A 53 week catch-up
year occurs once every 5 to 6 years and next occurs in the 2025 financial year.
1.6 Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets and
liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the financial
statements are found in the following notes:
(a) Lease liabilities and right of use assets (notes 10.1 and 10.2)
(b) Inventories (note 8.1)
(c) Derivative financial instruments (note 12.2)
(d) Torpedo7 impairment considerations (note 2.3)
1.7 Non-GAAP financial information
The Group uses operating profit, earnings before tax and interest, unusual items and adjusted net profit to describe financial performance as it considers these
line items provide a better measure of underlying business performance. These non GAAP measures are not prepared in accordance with NZ IFRS and may not be
comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit is detailed in note 5.0.
Notes to and forming part of the Financial Statements - Basis of Preparation
For the 52 week period ended 28 July 2024
1. BASIS OF PREPARATION
1.1 Reporting entity
1.2 Compliance statement
1.3 Basis of preparation
Name of entityPrincipal activity2024 2023
The Warehouse LimitedRetail100 100
Eldamos Investments LimitedProperty100 100
The Warehouse Nominees LimitedInvestment100 100
1.4 Changes in accounting policy information and interpretations
1.5 Reporting period
1.6 Material accounting judgements, estimates and assumptions
1.7 Non-GAAP financial information
Percentage ownership
The Warehouse Group Limited (the Company) and its subsidiaries (together the Group) trade in the New Zealand retail sector. The Company is a limited
liability company incorporated and domiciled in New Zealand. The Group is registered under the Companies Act 1993 and is an FMC Reporting Entity
under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is Level 4, 4 Graham Street, PO Box 2219, Auckland.
The Company is listed on the New Zealand Exchange (NZX).
The measurement basis adopted in the preparation of these financial statements is historic cost, as modified by the revaluation of certain assets and
liabilities at fair value. The financial statements are presented in New Zealand dollars and all values are rounded to the nearest thousand, unless
otherwise stated.
The material accounting policy information and other explanatory information applied in the preparation of these financial statements are set out in the
accompanying notes where an accounting choice is provided by NZ IFRS, is new or has changed, is specific to the Group’s operations or is material.
Where NZ IFRS does not provide any accounting policy choice, the Group has applied the requirements of NZ IFRS but a detailed accounting policy has
not been specifically included. The Group’s accounting policy for discontinued operations (note 17) is applicable this year, following the sale of the
Torpedo7 business and included as part of the note disclosure. Certain comparative amounts reported for the previous year have been restated to
reclassify the Torpedo7 business from continuing to discontinued operations and conform with the current year presentation.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Material subsidiaries at year end are listed
below.
These financial statements are for the 52 week period 31 July 2023 to 28 July 2024. The comparative period is for the 52 week period 1 August 2022 to 30
July 2023. The Group operates on a weekly trading and reporting cycle which means most financial years represent a 52 week period. A 53 week catch-
up year occurs once every 5 to 6 years and next occurs in the 2025 financial year.
These financial statements have been prepared in accordance with Generally Accepted Accounting Practice (GAAP), FMCA 2013 and NZX listing rules.
They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other applicable Financial Reporting Standards,
and authoritative notes as appropriate for a for-profit entity. The financial statements also comply with International Financial Reporting Standards
Accounting Standards (IFRS Accounting Standards).
The Group applied the following new amended standards in this year’s financial statements:
(a) Narrow scope amendments to NZ IAS 1, IFRS Practice statement 2 and NZ IAS 8
(b) Amendment to NZ IAS 12 - deferred tax related to assets and liabilities arising from a single transaction (refer notes 4.3, 4.4 and 4.5)
(c) Amendment to NZ IAS 12 - international tax reform - pillar two model rules (refer note 4.1).
The application of the new amendments did not impact any amounts recognised in the financial statements, but required the Group to provide some
enhanced disclosures.
There are no new accounting standards, amended standards or interpretations that become effective after balance date that would have a material impact
on the Group’s financial statements or likely to affect recognition or measurement principles. In May 2023 the International Accounting Standards Board
issued amendments to NZ IAS 7 ‘Statement of Cash Flows’ and NZ IFRS 7 ‘Financial Instrument Disclosures’, which requires the Group to provide
specified disclosures regarding its supplier financing arrangements. The new disclosure requirements which the Group will apply are mandatory for the
Group’s 2025 financial year. In May 2024, the External Reporting Board of New Zealand (XRB) issued a new accounting standard NZ IFRS 18
‘Presentation and Disclosure in Financial Statements’ as a replacement for NZ IAS 1. This new standard, which is mandatory for the Group in the 2028,
financial year is expected to change the presentation of the Group’s primary financial statements. The Group is currently assessing the impact of this new
standard and will disclose more detailed assessments in the future.
Climate change reporting
The Warehouse Group is a climate-reporting entity under the Financial Markets Conduct Act 2013. In December 2022, the XRB released the Aotearoa
New Zealand Climate Standards (NZCS), setting the mandatory requirements for the reporting of climate-related risks and opportunities. In 2023, the
Group participated in, and was instrumental in, setting the New Zealand retail sector scenarios for the purposes of NZCS. The Group reported under the
new NZCS requirements for the first time this year and a separate Climate-related Disclosure Report was released with the annual report.
Group structure
In February 2024 the Group entered into an agreement to sell the business assets of Torpedo7 Limited (refer note 17) and transfer control of the business
to Tahua Partners Limited from the end of March 2024. It was also decided to close TheMarket.com Limited, which was completed in June 2024. The
former Torpedo7 Limited company is now a shell company and has been renamed (Altitude NZ Limited). At the commencement of the 2025 financial year
the Group legally amalgamated TheMarket.com Limited with The Warehouse Limited.
The preparation of the financial statements requires the Group to make judgements, estimates and assumptions that effect the reported amounts of assets
and liabilities at balance date and the reported amounts of revenues and expenses during the year. Judgements and estimates which are material to the
financial statements are found in the following notes:
(a) Lease liabilities and right of use assets (notes 10.1 and 10.2)
(b) Inventories (note 8.1)
(c) Derivative financial instruments (note 12.2).
The Group has also considered the impact of climate change on the amounts recognised in the financial statements as part of the work undertaken this
year to complete the Group's inaugural Climate-related Disclosure Report. On the basis of the work undertaken to date, considering the Group's
disaggregation in product range, location spread and adaptability, the Group concluded that there was no material effect on the recognition and
measurement of its assets and liabilities or any items that would require specific disclosure in the financial statements.
The Group uses operating profit, earnings before interest and tax, unusual items and adjusted net profit to describe financial performance as it considers
these line items provide a better measure of underlying business performance. These non GAAP measures are not prepared in accordance with NZ IFRS
and may not be comparable to similarly titled amounts reported by other companies. The Group’s policy regarding unusual items and adjusted net profit is
detailed in note 5.0.
6
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 28 July 2024
2.0 SEGMENT INFORMATION
2.1 Operating performance
Note
2024 2023 2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000
The Warehouse1,792,254 1,892,351 17,672 71,596 1.0% 3.8%
Warehouse Stationery 231,907 248,629 12,886 23,004 5.6% 9.3%
TheMarket.com4,061 33,652 (8,513)(22,001)
Warehouse segment2,028,222 2,174,632 22,045 72,599 1.1% 3.3%
Noel Leeming 1,005,217 1,061,026 17,342 27,342 1.7% 2.6%
Other Group operations11,164 8,395 (10,453)(16,549)
Inter-segment eliminations(7,006)(7,141)- -
Group3,037,597 3,236,912 28,934 83,392 1.0% 2.6%
Adjustments for NZ IFRS 16
2.2
38,887 38,891
Operating profit from continuing operations67,821 122,283
Unusual items
5.0
(8,883)(13,561)
Earnings before interest and tax from continuing operations58,938 108,722
2.2 Adjustment for NZ IFRS 16 (Leases)
Note
2024 2023
$ 000 $ 000
Pre NZ IFRS 16 rent expense129,060 125,742
Right of use asset amortisation
10.1
(90,333)(87,828)
Gain on lease terminations160 977
Impact on operating profit from continuing operations
2.1
38,887 38,891
Lease liability interest
3.6
(36,527)(34,374)
Impact on net profit before tax on continuing operations (excluding unusual items)
5.0
2,360 4,517
Lease impairments classified as unusual items
5.0
- (226)
Impact on net profit before tax from continuing operations
2,360 4,291
Retail salesOperating profitRetail operating margin
Operating segments
The Group has three retail brands trading in the New Zealand retail sector, and previously had an online marketplace which was wound up in June 2024.
These brands form the basis of internal reporting used by senior management and the Board of Directors to monitor and assess performance and assist
with strategy decisions. Brand trading performance is assessed using operating profit, which is a non-GAAP measure that excludes the impacts of NZ
IFRS 16 Leases, and is considered a better measure of underlying brand performance. Assets are not allocated to operating segments and the balance
sheet is managed and internally reported on a consolidated basis to the senior management and the Board of Directors.
Customers can purchase product from the three main retail chains either online or through the Group’s physical retail store network. At year end the
Group’s physical store network consists of 86 The Warehouse stores, 66 Warehouse Stationery stores (including 41 stores trading within The Warehouse
stores) and 66 Noel Leeming stores. The Warehouse predominantly sells general merchandise and apparel, Noel Leeming sells technology and appliance
products, and Warehouse Stationery sells stationery products.
The Torpedo7 business was previously included as a separate retail brand, but has been reclassified as a discontinued operation this year. The Torpedo7
results, cash flows and details of its sale are found in note 17. Other Group operations include a property company, a chocolate factory and the residual
cost of unallocated support office functions.
Retail sales
Retail sales are recognised when the customer receives the goods which typically occurs at the point of sale for in-store sales, or where the goods are
purchased online, when the goods have been delivered to the customer. Revenue from the sale of goods is recognised at the amount of the transaction
price when all performance obligations have been met and the customer obtains control of the goods.
7
The Warehouse Group Integrated Annual Report 20245051Financial Statements
Notes to the Financial Statements – Financial Performance
For the 52 week period ended 28 July 2024
Notes to the Financial Statements – Financial Performance
For the 52 week period ended 28 July 2024
The following table details the major deferred income tax assets and (liabilities) recognised by the Group and the movements during the current and prior year.
4.3 Taxation – balance sheet
deferred taxation asset
NoteInventoryLeases
Property,
Plant
Equipment
and
Software
Employee
ProvisionsDerivativesOtherTotal
For the 52 week period ended 30 July 2023
$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Opening balance
10,700 40,149 22,591 15,733 (4,884)4,938 89,227
Charged/(credited) to the income statement
4.1 1,606 (1,094)(4,599)(658)
–
(1,189)(5,934)
Net charged to other comprehensive income
– – – –
5,183
–
5,183
Closing balance
12,306 39,05517,992 15,075 299 3,74988,476
For the 52 week period ended 31 July 2022
Opening balance
12,941 41,648 18,328 17,483 (2,400)7,958 95,958
Charged/(credited) to the income statement
4.1 (2,241)(1,499)4,263 (1,750)
–
(3,012)(4,239)
Net charged to other comprehensive income
– – – –
(2,484)(8)(2,492)
Closing balance
10,700 40,149 22,591 15,733 (4,884)4,938 89,227
4.2 Taxation – balance sheet current taxation asset/(liability)
Note20232022
$ 000 $ 000
Opening balance
1,505 (10,878)
Current year income tax payable
4.1 (7,723)(30,612)
Net taxation paid
11,033 42,514
Supplementary dividend tax credit
223 481
Closing balance
5,038 1,505
The following table details the movement in income tax receivable/(payable) during the current and prior year.
4.0 TAXATION
A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.
Income taxation
The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in deferred tax
assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are
settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of deductible and
taxable temporary differences to measure the deferred tax asset or liability.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available
to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the temporary differences and
it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.
Goods and services tax (GST)
The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance sheet are
stated net of GST with the exception of receivables and payables which include GST invoiced.
4.1 Taxation – income statement
Note2023 2022
$ 000$ 000
Profit before tax
43,594 121,939
Taxation calculated at 28%
12,206 34,143
Adjusted for the tax effect of:
Non deductible expenditure
302 540
Associate investment
1,075 185
Income tax under/(over) provided in prior year
74 (17)
Income tax expense
13,657 34,851
Income tax expense comprises:
Current year income tax payable
4.2 7,723 30,612
Deferred taxation
4.3 5,934 4,239
Income tax expense
13,657 34,851
3.0 INCOME AND EXPENSES
3.1 Other income
Note2023 2022
$ 000$ 000
COVID-19 landlord rent relief
10.2
–
1,775
COVID-19 Leave support
1,668
–
Tenancy rents received
1,991 2,165
Other
4,926 3,743
Other income
8,585 7,683
3.2 Employee expense
Note2023 2022
$ 000 $ 000
Wages and salaries
561,337 566,174
Directors' fees
936 884
Performance based compensation
11,275 8,303
Equity settled share based payments expense
13.0
804
–
Employee expense
574,352 575,361
3.3 Depreciation and amortisation expense
Note2023 2022
$ 000 $ 000
Property, plant and equipment
9.1 44,863 38,204
Computer software
9.2 21,829 13,304
Right of use assets
10.1
96,004 94,614
Depreciation and amortisation expense
162,696 146,122
3.4 Other operating expenses
2023 2022
$ 000 $ 000
Other operating expenses include:
Bad debt and movement in provision for doubtful debts expense
144 2,467
Loss on disposal of plant and equipment
1,655 1,128
Donations
168 106
Net foreign currency exchange (gain)
(125)(67)
3.5 Auditors’ fees
20232022
$ 000 $ 000
Auditing the Group financial statements
878 711
Reviewing the half year financial statements
120 112
Other non-audit or review services:
– Agreed upon procedures
27 24
– Taxation services
12 10
– Other services
41 71
Total fees paid to PricewaterhouseCoopers
1,078 928
3.6 Net interest expense
Note20232022
$ 000 $ 000
Interest on deposits and use of money interest received
(748)(592)
Interest on borrowings
9,070 740
Interest on leases
10.2 36,199 36,683
Net interest expense
44,521 36,831
Audit fees – Corporate Governance
In accordance with the Group's policies regarding audit governance and independence, other non-audit services are approved by the Group’s Audit and
Risk Committee. The Group’s policy permits the audit firm to provide non-audit services that are not considered to be in conflict with the preservation of the
independence of the auditor, subject to Audit and Risk Committee approval.
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 28 July 2024
3.0 INCOME AND EXPENSES
3.1 Other income2024 2023
$ 000 $ 000
COVID-19 leave support - 1,581
Tenancy rents received1,847 1,991
Other6,096 4,756
Other income from continuing operations7,943 8,328
3.2 Employee expense
Note
2024 2023
$ 000 $ 000
Wages and salaries511,318 522,887
Directors' fees
13.0
930 936
Performance based compensation702 11,143
Equity settled share based payments expense
13.0
(804)804
Employee expense from continuing operations512,146 535,770
3.3 Depreciation and amortisation expense
Note
2024 2023
$ 000 $ 000
Property, plant and equipment
9.1
43,586 42,259
Computer software
9.2
24,639 21,804
Right of use assets
10.1
90,333 87,828
Depreciation and amortisation expense from continuing operations158,558 151,891
- -
3.4 Other operating expense2024 2023
$ 000 $ 000
Other operating expenses from continuing operations include:
Bad debt and movement in provision for doubtful debts expense
1,633 (24)
Loss on disposal of plant and equipment1,381 1,791
Donations40 168
Net foreign currency exchange loss/(gain)64 (125)
3.5 Auditors' fees2024 2023
$ 000 $ 000
Auditing the Group financial statements858 878
Reviewing the half year financial statements140 120
Audit of overseas subsidiary12 12
Other non-audit or review services:
- Agreed upon procedures
21 27
- Other services - 41
Total fees paid to PricewaterhouseCoopers1,031 1,078
3.6 Net interest expense
Note
2024 2023
$ 000 $ 000
Interest on deposits and use-of-money interest received(1,001)(748)
Interest on borrowings2,851 3,566
Interest on leases
10.2
36,527 34,374
Net interest expense from continuing operations38,377 37,192
Interest on borrowings4,686 5,504
Interest on leases
10.2
958 1,825
Net interest expense from discontinued operations
17.1
5,644 7,329
Total net interest expense44,021 44,521
Audit Fees - Corporate Governance
In accordance with the Group's policies regarding audit governance and independence, other non-audit services are approved by the Group's Audit and
Risk Committee. The Group's policy permits the audit firm to provide non-audit services that are not considered to be in conflict with the preservation of the
independence of the auditor, subject to Audit and Risk Committee approval.
8
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 28 July 2024
4.0 TAXATION
4.1 Taxation - income statement
Note
2024 2023
$ 000 $ 000
Profit before tax from continuing operations20,561 71,530
Loss before tax from discontinued operations
17.1
(79,375)(27,936)
Profit/(loss) before taxation(58,814)43,594
Taxation calculated at 28%(16,468)12,206
Adjusted for the tax effect of:
Associate investment
- 1,075
Non deductible building depreciation expense
5.0
8,046 -
Non deductible Torpedo7 asset disposal costs3,139 -
Other non deductible expenditure242 302
Income tax under/(over) provided in prior year(9)74
Income tax (benefit)/expense(5,050)13,657
Reclassify income tax benefit attributable to discontinued operations
17.1
19,071 7,811
Income tax expense from continuing operations14,021 21,468
Income tax expense comprises:
Current year income tax payable/(recoverable)
4.2
(931)7,723
Deferred taxation
4.3
(4,119)5,934
Income tax (benefit)/expense(5,050)13,657
The following table details the movement in the current income tax asset during the current and prior year.
4.2 Taxation - balance sheet current taxation asset
Note
2024 2023
$ 000 $ 000
Opening balance5,038 1,505
Current year income tax (payable)/recoverable
4.1
931 (7,723)
Income tax paid4,582 11,033
Income tax refunded(7,995)-
Supplementary dividend tax credit223 223
Closing balance2,779 5,038
4.3 Taxation - balance sheet deferred taxation asset
Note
2024 2023 2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Opening balance281,751 291,016 (193,275)(201,789)88,476 89,227
Charged/(credited) to the income statement
4.1
(12,025)(9,564)16,144 3,630 4,119 (5,934)
Net charged to other comprehensive income(298)299 (2,473)4,884 (2,771)5,183
Closing balance269,428 281,751 (179,604)(193,275)89,824 88,476
(note: 4.4) (note: 4.4) (note: 4.5) (note: 4.5)
A reconciliation between the tax expense recognised in the income statement and tax expense calculated per the statutory income tax rate is detailed below.
Gross deferred tax assetsGross deferred tax liabilitiesTotal
Income taxation
The income tax expense for the period is the tax payable on the current year’s taxable income based on the income tax rate adjusted by changes in
deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the
financial statements.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities
are settled, based on those tax rates which are enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be
available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the
carrying amount and tax bases of investments in subsidiaries and associates where the parent entity is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised in equity are similarly recognised in equity.
Goods and services tax (GST)
The income statement and statement of cash flows have been prepared so that all components are stated exclusive of GST. All items in the balance
sheet are stated net of GST with the exception of receivables and payables which include GST invoiced.
Building depreciation
In April 2024, the New Zealand government passed legislation to remove the ability to claim a tax deduction for depreciation on commercial buildings.
The result of the legislation changes created a one-off, non-cash accounting adjustment to increase both this year’s tax expense and deferred tax
liabilities by $8.0 million, with the tax base of the Group’s buildings reduced to zero as a consequence of future tax depreciation deductions not being
available.
Organisation for Economic Co-operation and Development’s Pillar Two
The Organisation for Economic Co-operation and Development’s (OECD) has introduced GloBE Pillar Two model rules which aim to implement a
minimum global minimum tax rate of 15 percent across all jurisdictions. The New Zealand Government has enacted legislation to implement the OECD
Pillar Two Rules but it is not yet in effect. The Group has applied the exemption to recognising and disclosing information about deferred tax assets and
liabilities related to Pillar Two income taxes. The Group has also undertaken a high-level assessment to determine the Group’s potential exposure to
Pillar Two top-up taxes, which indicates that no top-up taxes are expected to arise for the Group. The Group is continuing to monitor the developments
of the Pillar Two legislation in countries that the Group operates in to assess the impact of Pillar Two legislation on its future financial performance.
9
The Warehouse Group Integrated Annual Report 20245253Financial Statements
Notes to the Financial Statements – Financial Performance
For the 52 week period ended 28 July 2024
7.0 DIVIDENDS
7.1 Dividends paid
2023 2022 2023 2022
$ 000$ 000CENTS PER SHARECENTS PER SHARE
Prior year final dividend
34,684 60,698 10.0 17.5
Interim dividend
–
34,684
–
10.0
Total dividends paid
34,684 95,382 10.0 27.5
7.2 Dividend policy reconciliation
Note2023 2022 2023 2022
$ 000 $ 000 CENTS PER SHARECENTS PER SHARE
Interim dividend
–
34,684
–
10.0
Final dividend (declared after balance date)
27,747 34,684 8.0 10.0
Total dividends declared in respect of the current financial year
27,747 69,368 8.0 20.0
Group adjusted net profit
5.0 37,458 85,484
Pay-out ratio (%)
74.1% 81.1%
7.3 Imputation credit account
2023 2022
$ 000$ 000
Imputation credits at balance date available for future distribution
130,226 132,796
Dividend policy
In a typical year the Group declares two dividends, the first in respect of the half year (interim dividend) and second in respect of the full year result (final
dividend). Dividends are declared at the discretion of the Board and subject to trading performance, market conditions and liquidity requirements. The Group’s
dividend policy is to distribute at least 70% of the Group's full year adjusted net profit.
Due to the challenging economic outlook, financial performance remaining uncertain, and currently heightened capital expenditure, the Board decided not to
pay an interim dividend and determined the final dividend based on the full year result for the current year.
In accordance with this policy the Board declared a fully imputed final dividend of 8.0 cents per ordinary share on 27 September 2023 to be paid on 1 December
2023 to all shareholders on the Group's share register at the close of business on 16 November 2023.
The above amounts represent the balance of the Group’s imputation credit account at balance date, adjusted for imputation credits that will arise from the
payment of the amount of the remaining current year provision for income taxation.
Notes to the Financial Statements – Financial Performance
For the 52 week period ended 28 July 2024
5.0 ADJUSTED NET PROFIT
6.0 EARNINGS PER SHARE
Adjusted net profit reconciliation
Note20232022
$ 000$ 000
Net profit attributable to shareholders of the parent
29,810 89,311
Add back: Unusual items
Gain on sale of property
(413)
–
Restructuring costs
10,876
–
Associate impairment
3,472
–
Unusual items
13,935
–
Adjustments for NZ IFRS 16
2.2 (4,663) (5,315)
Income tax relating to above items
(1,624) 1,488
Adjusted net profit
37,458 85,484
Earnings per share calculation
Note2023 2022
Net profit attributable to shareholders of the parent ($000s)
29,810 89,311
Adjusted net profit ($000s)
5.0 37,458 85,484
Basic
Weighted average number of ordinary shares (net of treasury shares) on issue (000s)
345,354 345,354
Basic earnings per share (cents)
8.6 25.9
Adjusted basic earnings per share (cents)
10.8 24.8
Diluted
Effect of dilutive potential share rights (000s)
1,684
–
Weighted average number of ordinary shares for the purpose of diluted earnings per share (000s)
347,038 345,354
Diluted earnings per share (cents)
8.6 25.9
Gain on sale of property
The Group sold its Royal Oak store property (Auckland) in July 2023 for $30.5 million as part of a ‘sale and lease back’ arrangement, which realised a gain on sale
of $0.4 million and a reduction in the right of use asset related to the new leases of $0.5 million (refer note 10.1).
Restructuring costs
In response to a decline in profitability due to customers cutting back their spending caused by higher living costs and a deteriorating economy the Group
restructured its operations to lower its cost of doing business. The Group also postponed certain capital expenditure projects and paused recruitment. The
restructure included the integration of TheMarket.com into the Group's Agile structure and closing the 1-day business. The restructure costs represent staff
redundancy costs, the write-off of redundant 1-day business assets and costs connected with the disposal of the 1-day inventory.
Associate impairment
In August 2021 the Group invested $4.5 million to acquire a 26% interest in Zoom Healthcare, a health technology company, with a view that the Group could
potentially, in the future take a controlling interest in the company. Zoom Heathcare has not achieved the anticipated outcomes set by the Group, resulting in
the impairment of the carrying amount of its investment.
Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance and
considers it a better measure of underlying business performance. Adjusted net profit makes allowance for the after tax effect of unusual items which are
not directly connected with the Group’s normal trading activities. The Group defines unusual items as any gains or losses from property disposals, goodwill
and brand impairment, costs relating to business acquisitions or disposals, ineffective hedge derivatives and costs connected with restructuring the Group.
Following the adoption of NZ IFRS 16 the non-cash impact relating to the lease accounting standard are also excluded from adjusted net profit.
Earnings per share (EPS) is the amount of post tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to
shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Adjusted basic EPS is similarly
calculated using adjusted net profit as the numerator.
Diluted EPS adjusts for any commitments the Group has to issue shares in the future that would decrease the basic EPS. Diluted EPS is calculated by
adjusting the weighted average number of ordinary shares outstanding and earnings to assume conversion of the Group's share rights (refer note 13.0).
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 28 July 2024
The following table details the major gross deferred income tax assets recognised by the Group and the movements during the current and prior year.
4.4 Taxation - balance sheet gross deferred taxation assetProperty, plant
Leaseequipment andEmployee
Note
liabilitiesInventorysoftwareprovisionsDerivativesOtherTotal
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000
For the 52 week period ended 28 July 2024
Opening balance
224,142 12,306 22,332 15,075 299 7,597 281,751
Charged/(credited) to the income statement
4.3
(18,304)(1,339)(15,459)(1,001)- 24,078 (12,025)
Net charged to other comprehensive income- - - - (299)1 (298)
Closing balance205,838 10,967 6,873 14,074 - 31,676 269,428
For the 52 week period ended 30 July 2023
Opening balance
228,667 10,700 26,931 15,733 - 8,985 291,016
Charged/(credited) to the income statement
4.3
(4,525)1,606 (4,599)(658)- (1,388)(9,564)
Net charged to other comprehensive income- - - - 299 - 299
Closing balance224,142 12,306 22,332 15,075 299 7,597 281,751
The following table details the major gross deferred income tax liabilities recognised by the Group and the movements during the current and prior year.
4.5 Taxation - balance sheet gross deferred taxation liabilitiesRight of
Note
use assetBrandDerivativesOtherTotal
$ 000 $ 000 $ 000 $ 000 $ 000
For the 52 week period ended 28 July 2024
Opening balance
185,087 4,340 - 3,848 193,275
Charged/(credited) to the income statement
4.3
(16,636)- - 492 (16,144)
Net charged to other comprehensive income- - 2,473 - 2,473
Closing balance168,451 4,340 2,473 4,340 179,604
For the 52 week period ended 30 July 2023
Opening balance
188,518 4,340 4,884 4,047 201,789
Charged/(credited) to the income statement
4.3
(3,431)- - (199)(3,630)
Net charged to other comprehensive income- - (4,884)- (4,884)
Closing balance185,087 4,340 - 3,848 193,275
5.0 ADJUSTED NET PROFIT
Adjusted net profit reconciliation
Note
2024 2023
$ 000 $ 000
Net profit from continuing operations attributable to shareholders of the parent6,123 49,935
Add back: Unusual items
Restructuring costs
8,883 10,502
Gain on sale of property- (413)
Loss on sale of associate- 3,472
Unusual items 8,883 13,561
Adjustments for NZ IFRS 16
2.2
(2,360)(4,517)
Income tax relating to above items(1,826)(1,560)
Income tax effect of removing ability to claim tax deductions for building depreciation
4.1
8,046 -
Adjusted net profit 18,866 57,419
Certain transactions can make the comparison of profits between years difficult. The Group uses adjusted net profit as a key indicator of performance
and considers it a better measure of underlying business performance. Adjusted net profit makes allowance for the after tax effect of unusual items
which are not directly connected with the Group’s normal trading activities. The Group defines unusual items as any gains or losses from property
disposals, goodwill and brand impairment, costs relating to business acquisitions or disposals, ineffective hedge derivatives and costs connected with
restructuring the Group. Following the adoption of NZ IFRS 16 the non-cash impacts relating to the lease accounting standard are also excluded from
adjusted net profit.
Restructuring costs
Last year, in response to a decline in profitability caused by customers cutting back their spending in response to higher living costs and a deteriorating
economy, the Group restructured its operations to lower its cost of doing business. The restructure included the integration of TheMarket.com within the
wider Group and closing the 1-day business (completed June 2023).
During the current year the Group made the decision to dispose of the Torpedo7 business (refer note 17) and close TheMarket.com (completed in June
2024). The Group then reshaped the business around its remaining three core brands of The Warehouse, Warehouse Stationery and Noel Leeming,
resulting in a redesign of the support office functions. The restructure costs above, as a result of these actions, represent staff redundancy costs and the
write-off of redundant business assets.
Gain on sale of property (2023)
The Group sold its Royal Oak store property (Auckland) in July 2023 for $30.5 million as part of a ‘sale and lease back’ arrangement, which realised a
gain on sale of $0.4 million and a reduction in the right of use asset related to the new leases of $0.5 million (refer note 10.1).
Loss on sale of associate (2023)
In August 2021 the Group invested $4.5 million to acquire a 26% interest in Zoom Healthcare, a health technology company, with a view that the Group
could potentially take a controlling interest in the company. Zoom Healthcare did not achieve the outcome anticipated by the Group resulting in the write-
off of the carrying amount of the investment, and subsequent sale for a nominal consideration.
Other deferred taxation assets (2024) include carried forward taxation losses ($24.5 million), arising from the Torpedo7 asset disposal (refer note 17)
and closing TheMarket.com which is expected to be fully recovered within the next few years.
10
Notes to the Financial Statements - Financial Performance
For the 52 week period ended 28 July 2024
6.0 EARNINGS PER SHARE
Earnings per share calculation
Note
2024 2023
Net profit/(loss) attributable to shareholders of the parent ($000s)(54,181)29,810
Net profit from continuing operations attributable to shareholders of the parent ($000s)6,123 49,935
Net loss from discontinued operations attributable to shareholders of the parent ($000s)(60,304)(20,125)
Adjusted net profit ($000s)
5.0
18,866 57,419
Basic and diluted
Weighted average number of ordinary shares (net of treasury shares) on issue (000s)
345,354 345,354
Earnings per share (cents)(15.7)8.6
Earnings per share from continuing operations (cents)1.8 14.5
Earnings per share from discontinued operations (cents)(17.5)(5.8)
Adjusted earnings per share (cents)5.5 16.6
7.0 DIVIDENDS
7.1 Dividends paid2024 2023 2024 2023
$ 000 $ 000 Cents per shareCents per share
Prior year final dividend27,747 34,684 8.0 10.0
Interim dividend17,342 - 5.0 -
Total dividends paid45,089 34,684 13.0 10.0
7.2 Dividends policy reconciliation
Note
2024 2023 2024 2023
$ 000 $ 000 Cents per shareCents per share
Interim dividend17,342 - 5.0 -
Final dividend (declared after balance date)- 27,747 - 8.0
Total dividends declared in respect of the current financial year17,342 27,747 5.0 8.0
Group adjusted net profit
5.0
18,866 57,419
Pay-out ratio (%) 91.9% 48.3%
7.3 Imputation credit account
2024 2023
$ 000 $ 000
Imputation credits at balance date available for future distribution107,795 130,226
Dividend policy
In a typical year the Group declares two dividends, the first in respect of the half year (interim dividend) and second in respect of the full year result
(final dividend). Dividends are declared at the discretion of the Board and subject to trading performance, market conditions and liquidity requirements.
The Group’s dividend policy is to distribute at least 70% of the Group's full year adjusted net profit.
The Board has decided not to pay a final dividend, on the basis of the challenging economic outlook and financial performance remaining uncertain.
The above amounts represent the balance of the Group’s imputation credit account at balance date, adjusted for imputation credits that will arise from
the payment of the amount of the remaining current year provision for income taxation.
Earnings per share (EPS) is the amount of post-tax profit attributable to each share. Basic EPS is calculated by dividing net profit attributable to
shareholders by the weighted average number of ordinary shares (net of treasury shares) outstanding during the year. Adjusted basic EPS is similarly
calculated using adjusted net profit as the numerator.
Certain executives held share rights (refer note 13) during the year which were potentially dilutive. These share rights all lapsed prior to balance date
when the non-market vesting conditions were not achieved. The Group did not hold any dilutive shares at balance date, and as the share rights were
not dilutive in either the current and comparable years, the Group considers the basic and dilutive earnings per share calculations to be the same.
11
The Warehouse Group Integrated Annual Report 20245455Financial Statements
Notes to the Financial Statements – Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
Notes to the Financial Statements – Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
9.0 NON CURRENT ASSETS
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation.
Employee entitlements
(i) Annual leave and sick leave
Liabilities for annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions in respect
of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-
accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
(ii) Performance based compensation
The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an
employee based on achieving an agreed level of individual and company performance.
(iii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments
to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on New
Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Make good provision
The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present value
of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred which
mitigate the final liability prior to the lease expiry.
Sales return provision
The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision represents
the estimated sales return obligation at balance date based on historical sale return rates.
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets inclusive of directly attributable costs incurred to bring the assets to the location and
condition necessary for their intended use.
Property, plant and equipment are depreciated on a straight-line basis to allocate the cost, less any residual value, over their useful life. The estimated useful
lives of property, plant and equipment are as follows:
• Freehold land indefinite • Freehold buildings 50 – 100 years
• Plant and equipment 3 – 15 years • Work in progress not depreciated
The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset is impaired, reference
is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount of an asset may be impaired.
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income
statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
8.4 Provisions
CurrentNon currentTotal
2023 2022 20232022 2023 2022
$ 000$ 000$ 000$ 000$ 000$ 000
Employee entitlements
43,298 43,305 16,016 14,323 59,314 57,628
Make good provision
1,683 1,660 6,389 6,842 8,072 8,502
Sales return provision
4,311 4,866
– –
4,311 4,866
Provisions
49,292 49,831 22,405 21,165 71,697 70,996
9.1 Property, plant and equipment
Land and BuildingsPlant and EquipmentWork in ProgressTotal
Note20232022202320222023202220232022
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Cost
94,098 93,527 678,732 657,409 47,326 11,389 820,156 762,325
Accumulated depreciation
(16 ,10 9)(15,293)(579,692)(552,413)
– –
(595,801)(567,706)
Opening carrying amount
77,989 78,234 99,040 104,996 47,326 11,389 224,355 194,619
Additions
–
571 93,620 32,668 (19,001)35,937 74,619 69,176
Disposals
(28,918)
–
(2,904)(1,236)
– –
(31,822)(1,236)
Depreciation
3.3 (793)(816)(44,070)(37,388)
– –
(44,863)(38,204)
Closing carrying amount
48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355
Cost
60,590 94,098 734,908 678,732 28,325 47,326 823,823 820,156
Accumulated depreciation
(12,312)(16,109)(589,222)(579,692)
– –
(601,534)(595,801)
Closing carrying amount
48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355
8.0 WORKING CAPITAL
8.1 Inventory
2023 2022
$ 000$ 000
Finished goods
448,895 485,486
Inventory provisions
(20,973)(17,244)
Retail stock
427,922 468,242
Goods in transit from overseas
65,386 94,071
Inventory
493,308 562,313
8.2 Trade and other receivables
20232022
$ 000 $ 000
Trade receivables
31,257 35,526
Prepayments
35,755 34,256
Rebate accruals and other debtors
30,009 29,735
Trade and other receivables
97,021 99,517
Less non current prepayments
(20,747)(11,664)
Current trade and other receivables
76,274 87,853
8.3 Trade and other payables
2023 2022
$ 000 $ 000
Local trade creditors and accruals
246,059 280,208
Foreign currency trade creditors
72,668 113,722
Goods in transit creditors
23,941 32,684
Capital expenditure creditors
1,109 2,995
Goods and services tax
16,132 7,475
Reward schemes, lay-bys, Christmas Club deposits and gift vouchers
27,413 22,692
Payroll accruals
20,017 20,820
Trade and other payables
407,339 480,596
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure incurred
to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the ordinary course
of business less costs necessary to make the sale. The cost of inventories consumed during the period are recognised as an expense and included in cost of
goods sold in the income statement.
Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from suppliers’
payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised based on the
value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected collectability of
trade and other receivables is reviewed on an ongoing basis.
Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are normally
unsecured and local creditors typically settled within 60 days and foreign creditors up to 120 days of recognition. Due to the short-term nature of these
payables, their carrying value is assumed to approximate their fair value.
Significant judgements and estimates
Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future selling prices
and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to shoplifting, employee
theft, record keeping errors and supplier fraud. The Group considers a wide range of factors including historical data, current trends and product information
from buyers as part of the process to determine the appropriate value of these provisions.
Goods in transit from overseas
Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents (which usually
include a ‘bill of lading’) are received, and terms, as set out in a supplier’s letter of credit or in the supplier’s terms of trade, are met.
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
8.0 WORKING CAPITAL
8.1 Inventory2024 2023
$ 000 $ 000
Finished goods428,340 448,895
Inventory provisions(13,276)(20,973)
Retail stock415,064 427,922
Goods in transit from overseas57,064 65,386
Inventory472,128 493,308
8.2 Trade and other receivables2024 2023
$ 000 $ 000
Trade receivables35,014 31,257
Prepayments44,679 35,755
Rebate accruals and other debtors19,529 30,009
Trade and other receivables99,222 97,021
Less non current prepayments(26,321)(20,747)
Current trade and other receivables72,901 76,274
8.3 Trade and other payables2024 2023
$ 000 $ 000
Local trade creditors and accruals289,361 246,059
Foreign currency trade creditors88,423 72,668
Goods in transit creditors17,069 23,941
Capital expenditure creditors1,247 1,109
Goods and services tax28,395 16,132
Reward schemes, lay-bys and gift vouchers17,991 27,413
Payroll accruals18,967 20,017
Trade and other payables461,453 407,339
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes expenditure
incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price of the inventory in the
ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the period are recognised as an expense
and included in cost of goods sold in the income statement.
Material accounting judgements, estimates and assumptions
Assessing provisions for inventory obsolescence, net realisable value and shrinkage involves making estimates and judgements in relation to future
selling prices and expected shrinkage rates between the most recent store stock counts and balance date. Shrinkage is a reduction in inventory due to
shoplifting, employee theft, record keeping errors and supplier fraud. The Group considers a wide range of factors including historical data, current
trends and product information from buyers as part of the process to determine the appropriate value of these provisions.
Goods in transit from overseas
Goods in transit from overseas are recognised when title to the goods is passed to the Group. Title to the goods is passed when valid documents
(which usually include a ‘bill of lading’) are received, and terms, as set out in a supplier's letter of credit or in the supplier's terms of trade, are met.
Trade receivables arise from sales made to customers on credit or through the collection of rebates from suppliers not otherwise deducted from
suppliers’ payable accounts. Trade receivables are non-interest bearing and are generally on 30 to 60 day terms. Trade receivables are recognised
based on the value of the invoice sent to the customer and adjusted for expected credit losses to provide for future unrecovered debts. The expected
collectability of trade and other receivables is reviewed on an ongoing basis.
Trade payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are
normally unsecured and local creditors typically settled within 60 days and foreign creditors up to 120 days after recognition. Due to the short term
nature of these payables, their carrying value is assumed to approximate their fair value.
12
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
8.4 Provisions
2024 2023 2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Employee entitlements37,973 43,298 13,776 16,016 51,749 59,314
Make good provision807 1,683 6,566 6,389 7,373 8,072
Sales return provision3,773 4,311 - - 3,773 4,311
Provisions42,553 49,292 20,342 22,405 62,895 71,697
9.0 NON CURRENT ASSETS
9.1 Property, plant and equipment
Note
2024 2023 2024 2023 2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Cost60,590 94,098 734,908 678,732 28,325 47,326 823,823 820,156
Accumulated depreciation(12,312)(16,109)(589,222)(579,692)- - (601,534)(595,801)
Opening carrying amount48,278 77,989 145,686 99,040 28,325 47,326 222,289 224,355
Additions- - 37,436 93,620 (17,047)(19,001)20,389 74,619
Disposals- (28,918)(10,589)(2,904)- - (10,589)(31,822)
Depreciation - continuing operations
3.3
(468)(793)(43,118)(41,466)- - (43,586)(42,259)
Depreciation - discontinued operations- - (1,295)(2,604)- - (1,295)(2,604)
Closing carrying amount47,810 48,278 128,120 145,686 11,278 28,325 187,208 222,289
Cost60,590 60,590 716,526 734,908 11,278 28,325 788,394 823,823
Accumulated depreciation(12,780)(12,312)(588,406)(589,222)- - (601,186)(601,534)
Closing carrying amount47,810 48,278 128,120 145,686 11,278 28,325 187,208 222,289
CurrentNon currentTotal
Land and buildingsPlant and equipmentWork in progressTotal
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets inclusive of directly attributable costs incurred to bring the assets to the location
and condition necessary for their intended use.
Property, plant and equipment are depreciated on a straight line basis to allocate the cost, less any residual value, over their useful life. The estimated
useful life of property, plant and equipment are as follows:
Freehold land indefinite
Freehold buildings 50 - 100 years
Plant and equipment 3 - 15 years
Work in progress not depreciated
The Group annually reviews the carrying amounts of property, plant and equipment for impairment. An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. In assessing whether an asset
is impaired, reference is made to individual store profitability and any other known events or circumstances that may indicate that the carrying amount
of an asset may be impaired.
Gains and losses on disposals of assets are determined by comparing proceeds with the carrying amount. These gains and losses are included in the
income statement. Costs incurred on repairs and maintenance are charged to the income statement during the financial period in which they are
incurred.
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation.
Employee entitlements
(i) Annual leave and sick leave
Liabilities for annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions in
respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities
for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
(ii) Performance based compensation
The Group recognises a liability and expense for incentives payable to employees where either a contractual or constructive obligation arises to pay an
employee based on achieving an agreed level of individual and company performance.
(iii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments
to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on New
Zealand government bonds with terms to maturity that match, as closely as possible, the estimated future cash outflows.
Make good provision
The Group has an obligation to restore certain leasehold sites to their original condition when the lease expires. This provision represents the present
value of the expected future make good commitment. Amounts charged to the provision represent both make good costs incurred and costs incurred
which mitigate the final liability prior to the lease expiry.
Sales return
The Group provides various guarantees and warranties to replace, repair or refund customers for faulty or defective products sold. This provision
represents the estimated sales return obligation at balance date based on historical sale return rates.
13
The Warehouse Group Integrated Annual Report 20245657Financial Statements
Notes to the Financial Statements – Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
Notes to the Financial Statements – Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
COVID-19 landlord rent relief
The Group negotiated rent reductions with its landlords as a result of the temporary store closures caused by the COVID-19 pandemic last year. The Group applied
the NZ IFRS 16 (Leases) practical expedient introduced in May 2020 to account for the landlord rent concessions which meant the rent reductions were accounted
for as negative variable lease payments.
Significant judgements and estimates
To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates to determine
the incremental borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying value of both the right of
use asset and lease liabilities recognised in the balance sheet and corresponding expenses recorded in the income statement.
The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease term
when a significant event or significant change in circumstances within the control of Group affects the prospect that a right of renewal contained in a lease
will be exercised.
The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year. The average
incremental borrowing rate used to calculate the value of lease liabilities at balance date was 4.88% (2022: 4.48%).
The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group’s ‘right of
use assets’. The property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension options, but may
also contain a wide variety of other terms and conditions. Extension options provide the Group with operational flexibility in terms of managing the Group’s retail
intensity within different catchment areas. The majority of extension and termination options may only be exercised by the Group and not by the landlord.
10.0 LEASE LIABILITIES AND RIGHT OF USE ASSETS
10.1 Right of use assets
CostAccumulated DepreciationCarrying Amount
Note20232022 2023 2022 2023 2022
For the 52 week period ended 30 July 2023
$ 000$ 000$ 000$ 000$ 000$ 000
Opening balance
1,502,650 1,505,137 (829,372)(768,613)673,278 736,524
Foreign exchange movement
(142)95 55 (22)(87)73
Additions
99,416 34,092
– –
99,416 34,092
Depreciation
– –
(96,004)(94,614)(96,004)(94,614)
Reassessment of lease terms
10.2 (11,945)(1,075)
– –
(11,945)(1,075)
Sale and lease back adjustment
5.0 (494)
– – –
(494)
–
Lease impairments
5.0 (226)
– – –
(226)
–
Lease surrenders and terminations
(65,722)(35,599)62,809 33,877 (2,913)(1,722)
Closing balance
1,523,537 1,502,650 (862,512)(829,372)661,025 673,278
10.3 Lease liability maturity analysis
Gross Lease PaymentsInterestCarrying Amount
2023 20222023 2022 2023 2022
As at 30 July 2023
$ 000$ 000$ 000$ 000$ 000$ 000
Within one year
134,934 129,927 (35,938)(34,078)98,996 95,849
One to two years
124,959 120,767 (31,746)(30,241)93,213 90,526
Two to five years
311,774 311,475 (71,811)(70,202)239,963 241,273
Beyond five years
423,847 456,230 (52,861)(63,038)370,986 393,192
Lease liability
995,514 1,018,399 (192,356)(197,559)803,158 820,840
Current lease liability
98,996 95,849
Non current lease liability
704,162 724,991
Lease liability
803,158 820,840
10.2 Lease liabilities
Note
2023 2022
For the 52 week period ended 30 July 2023
$ 000$ 000
Opening balance
820,840 892,191
Foreign exchange movement
(91)75
Additions
99,416 34,092
Interest for the period
3.6 36,199 36,683
Reassessment of lease terms
10.1 (11,945)(1,075)
COVID-19 landlord rent relief
3.1
–
(1,775)
Lease repayments
(137,370)(134,947)
Lease surrenders and terminations
(3,891)(4,404)
Closing balance
803,158 820,840
A ‘lease liability’ and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has
sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value
of future lease payments discounted using the Group’s incremental borrowing rate over the lease term including any contractual lease extension options
considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment is
made for inflation-indexed lease payment increases.
Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period to
produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the shorter of
the asset’s useful life and the lease term on a straight-line basis.
9.2 Intangible assets
GoodwillBrand NamesComputer SoftwareTotal
Note2023202220232022202320222023 2022
$ 000$ 000$ 000$ 000$ 000$ 000$ 000$ 000
Cost
94,380 94,380 23,523 23,523 113,354 75,371 231,257 193,274
Impairment and accumulated amortisation
(36,924)(36,924)(8,023)(8,023)(34,485)(21,148)(79,432)(66,095)
Opening carrying amount
57,456 57,456 15,500 15,500 78,869 54,223 151,825 127,179
Additions
– – – –
38,584 38,270 38,584 38,270
Disposals
– – – –
(341)(320)(341)(320)
Amortisation
3.3
– – – –
(21,829)(13,304)(21,829)(13,304)
Closing carrying amount
57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825
Cost
94,380 94,380 23,523 23,523 151,367 113,354 269,270 231,257
Impairment and accumulated amortisation
(36,924)(36,924)(8,023)(8,023)(56,084)(34,485)(101,031)(79,432)
Closing carrying amount
57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets, liabilities
and contingent liabilities acquired.
Brand names
Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite useful lives
as the Group have rights to use these names in perpetuity.
Impairment of goodwill and brand names
Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount.
Computer software (excluding cloud computing arrangements)
Internal and external costs directly incurred in the purchase or development of software controlled by the Group are recognised as intangible assets, including
subsequent improvements, when it is probable that they will generate a future economic benefit. Computer software is amortised using the straight-line method
over periods ranging from two to ten years.
Cloud computing arrangements
Cloud computing arrangements provide the Group with the right to access a supplier's cloud based software for a specified contract period. If the Group does
not control the cloud based software, the related development costs (external and internal) are recognised as either:
(a) an expense when they are incurred for internal costs and the costs of an integrator not related to the software provider, or
(b) as a prepayment and then expensed over the term of the cloud computing arrangement for the costs of the software provider or its subcontractor.
Brand and goodwill impairment testing
The Group performs an annual impairment test of its brand and goodwill intangible assets which involves comparing the recoverable amount of the assets
to the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow valuation method is
based on projections regarding future operating performance. The Group considers a wide range of factors including the Group’s financial budgets, strategic
plans, external benchmarks and historical performance to formulate the future cash flow projections. The Group also engages external advisors to determine
appropriate discount rates and long term growth rates, integral to the valuations. The valuations are then scaled down to align with the average values assessed
by a selection of the Group's external equity research analysts.
The Group's goodwill and brand assets are allocated to cash generating units and form the basis for impairment testing. Cash generating units represent the
lowest level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of goodwill and brand assets
and the allocation to cash generating units along with the key assumptions used in the impairment tests to extrapolate cash flows beyond the 5 year projection
period, are set out in the table below.
Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment also includes the Warehouse
Stationery business, the operating margin assumptions for this business division are different from those of the primary business at 10.5% (2022: 11.9%). The annual
impairment testing for both Noel Leeming and The Warehouse cash generating units indicated ample headroom and that the carrying amounts of the attributed
goodwill and brand assets were not impaired.
Impairment testing
Noel LeemingThe Warehouse
2023202220232022
$ 000 $ 000 $ 000 $ 000
Goodwill
31,776 31,776 25,680 25,680
Brand names
15,500 15,500
– –
Closing carrying amount
47,276 47,276 25,680 25,680
Key assumptions
Terminal operating margin (%)
4.5 5.3 5.2 5.7
Terminal growth rate (%)
2.1 2.0 2.1 2.0
Pre-tax discount rate (%)
16.5 14.2 14.8 13.1
Post-tax discount rate (%)
11.9 10.2 10.7 9.4
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
10. LEASE LIABILITIES AND RIGHT OF USE ASSETS
Note
2024 2023 2024 2023 2024 2023
For the 52 week period ended 28 July 2024
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Opening balance1,523,537 1,502,650 (862,512)(829,372)661,025 673,278
Foreign exchange movement130 (142)(85)55 45 (87)
Additions
10.2
51,891 99,416 - - 51,891 99,416
Depreciation - continuing operations
3.3
- - (90,333)(87,828)(90,333)(87,828)
Depreciation - discontinued operations- - (4,112)(8,176)(4,112)(8,176)
Reassessment of lease terms
10.2
7,026 (11,945)- - 7,026 (11,945)
Sale and lease back adjustment
5.0
- (494)- - - (494)
Lease impairments
5.0
- (226)- - - (226)
Leases assigned as part of the Torpedo7 sale
17.2
(70,216)- 47,787 - (22,429)-
Lease surrenders and terminations(57,729)(65,722)56,226 62,809 (1,503)(2,913)
Closing balance1,454,639 1,523,537 (853,029)(862,512)601,610 661,025
10.2 Lease liabilities
Note
2024 2023
For the 52 week period ended 28 July 2024
$ 000 $ 000
Opening balance803,158 820,840
Foreign exchange movement49 (91)
Additions
10.1
51,891 99,416
Interest - continuing operations
3.6
36,527 34,374
Interest - discontinued operations
3.6
958 1,825
Reassessment of lease terms
10.1
7,026 (11,945)
Lease repayments(137,017)(137,370)
Leases assigned as part of the Torpedo7 sale
17.2
(24,117)-
Lease surrenders and terminations(1,663)(3,891)
Closing balance
10.3
736,812 803,158
2024 2023 2024 2023 2024 2023
As at 28 July 2024
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Within one year136,715 134,934 (36,617)(35,938)100,098 98,996
One to two years118,180 124,959 (27,577)(31,746)90,603 93,213
Two to five years296,956 311,774 (64,353)(71,811)232,603 239,963
Beyond five years352,179 423,847 (38,671)(52,861)313,508 370,986
Lease liability904,030 995,514 (167,218)(192,356)736,812 803,158
Current lease liability100,098 98,996
Non current lease liability636,714 704,162
Lease liability10.2 736,812 803,158
10.1 Right of use assets
10.3 Lease liability maturity analysis
Cost Accumulated depreciationCarrying amount
Gross lease paymentsInterestCarrying amount
A ‘lease liability' and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has
sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value
of future lease payments discounted using the Group's incremental borrowing rate over the lease term including any contractual lease extension options
considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment
is made for inflation-indexed lease payment increases.
Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period
to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the
shorter of the asset’s useful life and the lease term on a straight line basis.
The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group's
‘right of use assets'. The property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension
options, but may also contain a wide variety of other terms and conditions. Extension options provide the Group with operational flexibility in terms of
managing the Group's retail intensity within different catchment areas. The majority of extension and termination options may only be exercised by the
Group and not by the landlord.
Material accounting judgements, estimates and assumptions
To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates to
determine the incremental borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying
value of both the lease liabilities and right of use asset recognised in the balance sheet and corresponding expenses recorded in the income statement.
The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease
term when a significant event or significant change in circumstances within the control of Group affects the prospect that a right of renewal contained in
a lease will be exercised.
The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year.
The average incremental borrowing rate used to calculate the value of lease liabilities at balance date was 5.02% (2023: 4.88%).
15
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
9.2 Intangible assets
Note
2024 2023 2024 2023 2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Cost94,380 94,380 23,523 23,523 151,367 113,354 269,270 231,257
Impairment and accumulated amortisation (36,924)(36,924)(8,023)(8,023)(56,084)(34,485)(101,031)(79,432)
Opening carrying amount57,456 57,456 15,500 15,500 95,283 78,869 168,239 151,825
Additions- - - - 18,629 38,584 18,629 38,584
Disposals- - - - (3,101)(341)(3,101)(341)
Amortisation - continuing operations
3.3
- - - - (24,639)(21,804)(24,639)(21,804)
Amortisation - discontinued operations- - - - (16)(25)(16)(25)
Closing carrying amount57,456 57,456 15,500 15,500 86,156 95,283 159,112 168,239
Cost57,456 94,380 15,500 23,523 147,155 151,367 220,111 269,270
Impairment and accumulated amortisation - (36,924)- (8,023)(60,999)(56,084)(60,999)(101,031)
Closing carrying amount57,456 57,456 15,500 15,500 86,156 95,283 159,112 168,239
Impairment testing
2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000
Goodwill31,776 31,776 25,680 25,680
Brand names15,500 15,500 - -
Closing carrying amount47,276 47,276 25,680 25,680
Key assumptions
Terminal operating margin (%)
3.0 4.5 4.1 4.8
Terminal growth rate (%)2.1 2.1 2.1 2.1
Pre-tax discount rate (%)16.2 16.5 14.5 14.8
Post-tax discount rate (%)11.7 11.9 10.5 10.7
The Warehouse
GoodwillBrand namesComputer softwareTotal
Noel Leeming
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets,
liabilities and contingent liabilities acquired.
Brand names
Brand names acquired in a business combination are recognised at fair value at the acquisition date. Brand names are considered to have indefinite
useful lives as the Group have rights to use these names in perpetuity.
Impairment of goodwill and brand names
Assets that have an indefinite useful life are reviewed annually for impairment or whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds
its recoverable amount.
Computer software (excluding cloud computing arrangements)
Internal and external costs directly incurred in the purchase or development of software controlled by the Group are recognised as intangible assets,
including subsequent improvements, when it is probable that they will generate a future economic benefit. Computer software is amortised using the
straight-line method over periods ranging from two to ten years.
Cloud computing arrangements
Cloud computing arrangements provide the Group with the right to access a supplier's cloud based software for a specified contract period. If the
Group does not control the cloud based software, the related development costs (external and internal) are recognised as either:
(a) an expense when they are incurred for internal costs and the costs of an integrator not related to the software provider, or
(b) as a prepayment and then expensed over the term of the cloud computing arrangement for the costs of the software provider or its subcontractor.
Brand and goodwill impairment testing
The Group performs an annual impairment test of its brand and goodwill intangible assets which involves comparing the recoverable amount of the
assets to the carrying values. The recoverable amounts are calculated using the ‘fair value less costs to sell’ method. The discounted cash flow
valuation method is based on five year operating performance projections. The Group considers a wide range of factors including the Group’s financial
budgets, strategic plans, external benchmarks and historical performance to formulate the future cash flow projections. The Group also engages
external advisors to determine appropriate discount rates and long term growth rates, integral to the valuations.
In previous years, the valuations are then typically capped to align with the average values assessed by a selection of the Group's external equity
research analysts. This year, however, the valuation was capped to align with a takeover proposal received from Adamantem Capital Management Pty
Ltd to potentially acquire all of the Group's shares at a price of between $1.50 to $1.70 per share. The Group received the unsolicited, non-binding,
indicative proposal the week before balance date, but the proposal lacked the critical shareholder backing it required to proceed. The Group
considered this proposal provided an external benchmark of the Group’s fair value at balance date.
The Group's goodwill and brand assets are allocated to cash generating units and form the basis for impairment testing. Cash generating units
represent the lowest level within the Group at which the assets are monitored for internal management purposes. Details of the carrying amounts of
goodwill and brand assets and the allocation to cash generating units along with the key assumptions used in the impairment tests to extrapolate cash
flows beyond the five year projection period are set out in the table below.
Operating margin represents earnings before interest, taxation, unusual items and the impact of NZ IFRS 16. The Warehouse segment includes the
Warehouse Stationery business and support office functions. The annual impairment testing for both Noel Leeming and The Warehouse cash
generating units indicated significant headroom and that the carrying amounts of the attributed goodwill and brand assets were not impaired.
14
Notes to the Financial Statements - Operating Assets and Liabilities
For the 52 week period ended 28 July 2024
10. LEASE LIABILITIES AND RIGHT OF USE ASSETS
Note
2024 2023 2024 2023 2024 2023
For the 52 week period ended 28 July 2024
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Opening balance1,523,537 1,502,650 (862,512)(829,372)661,025 673,278
Foreign exchange movement130 (142)(85)55 45 (87)
Additions
10.2
51,891 99,416 - - 51,891 99,416
Depreciation - continuing operations
3.3
- - (90,333)(87,828)(90,333)(87,828)
Depreciation - discontinued operations- - (4,112)(8,176)(4,112)(8,176)
Reassessment of lease terms
10.2
7,026 (11,945)- - 7,026 (11,945)
Sale and lease back adjustment
5.0
- (494)- - - (494)
Lease impairments
5.0
- (226)- - - (226)
Leases assigned as part of the Torpedo7 sale
17.2
(70,216)- 47,787 - (22,429)-
Lease surrenders and terminations(57,729)(65,722)56,226 62,809 (1,503)(2,913)
Closing balance1,454,639 1,523,537 (853,029)(862,512)601,610 661,025
10.2 Lease liabilities
Note
2024 2023
For the 52 week period ended 28 July 2024
$ 000 $ 000
Opening balance803,158 820,840
Foreign exchange movement49 (91)
Additions
10.1
51,891 99,416
Interest - continuing operations
3.6
36,527 34,374
Interest - discontinued operations
3.6
958 1,825
Reassessment of lease terms
10.1
7,026 (11,945)
Lease repayments(137,017)(137,370)
Leases assigned as part of the Torpedo7 sale
17.2
(24,117)-
Lease surrenders and terminations(1,663)(3,891)
Closing balance
10.3
736,812 803,158
2024 2023 2024 2023 2024 2023
As at 28 July 2024
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Within one year136,715 134,934 (36,617)(35,938)100,098 98,996
One to two years118,180 124,959 (27,577)(31,746)90,603 93,213
Two to five years296,956 311,774 (64,353)(71,811)232,603 239,963
Beyond five years352,179 423,847 (38,671)(52,861)313,508 370,986
Lease liability904,030 995,514 (167,218)(192,356)736,812 803,158
Current lease liability100,098 98,996
Non current lease liability636,714 704,162
Lease liability10.2 736,812 803,158
10.1 Right of use assets
10.3 Lease liability maturity analysis
Cost Accumulated depreciationCarrying amount
Gross lease paymentsInterestCarrying amount
A ‘lease liability' and a corresponding ‘right of use’ asset is recognised when the Group commences a lease with a term exceeding 12 months and has
sufficient value to not be characterised as a low value lease. The initial lease liability and corresponding ‘right of use’ asset represents the present value
of future lease payments discounted using the Group's incremental borrowing rate over the lease term including any contractual lease extension options
considered reasonably certain to be exercised. The future lease payments adjust for contractual fixed rate lease payment adjustments but no adjustment
is made for inflation-indexed lease payment increases.
Lease payments are allocated between the lease liability and the finance cost. The finance cost is charged to the income statement over the lease period
to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right of use asset is depreciated over the
shorter of the asset’s useful life and the lease term on a straight line basis.
The Group leases various warehouses, retail stores, equipment and vehicles. Property leases represent around 99% of the carrying value of the Group's
‘right of use assets'. The property leases are negotiated on an individual basis, typically for an initial period of 6 to 10 years and usually include extension
options, but may also contain a wide variety of other terms and conditions. Extension options provide the Group with operational flexibility in terms of
managing the Group's retail intensity within different catchment areas. The majority of extension and termination options may only be exercised by the
Group and not by the landlord.
Material accounting judgements, estimates and assumptions
To quantify lease liabilities and ‘right of use’ carrying values requires the Group to use judgement to assess the appropriate lease term and estimates to
determine the incremental borrowing rate applied to calculate these amounts. These judgements and estimates can significantly impact the carrying
value of both the lease liabilities and right of use asset recognised in the balance sheet and corresponding expenses recorded in the income statement.
The Group uses the judgement of experts within its property department to assess the lease term at the inception of a lease and to reassess a lease
term when a significant event or significant change in circumstances within the control of Group affects the prospect that a right of renewal contained in
a lease will be exercised.
The Group engages an independent valuation expert to establish the incremental borrowing rates applied to new and modified leases during the year.
The average incremental borrowing rate used to calculate the value of lease liabilities at balance date was 5.02% (2023: 4.88%).
15
The Warehouse Group Integrated Annual Report 20245859Financial Statements
Notes to the Financial Statements – Financing and Capital Structure
For the 52 week period ended 28 July 2024
Notes to the Financial Statements – Financing and Capital Structure
For the 52 week period ended 28 July 2024
11.0 EQUITY
11.2 Bank and debt facilities
2023
2022
$ 000 $ 000
Cash and cash equivalents
28,330 24,999
Borrowings
(76,400)(66,150)
Net debt
(48,070)(41,151)
Committed bank credit facilities
470,000 420,000
Liquidity buffer
421,930 378,849
11.3 Contributed equity
Contributed EquityOrdinary Shares
2023
2022 2023
2022
$ 000 $ 000 000000
Share capital
365,517 365,517 346,843 346,843
Treasury shares
(5,282)(5,282)(1,489)(1,489)
Contributed equity
360,235 360,235 345,354 345,354
11.1 Capital management
Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the Group’s
ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and maintain a liquidity
buffer (refer note 11.2).
The Group reviews its capital structure annually, unless there is a material change requiring an earlier response, and may make adjustments by means including
changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these.
Externally imposed capital requirements
The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply with certain
quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 lease accounting standard.
The two principal covenants are:
(a) The gearing ratio will not exceed 60% during the first quarter ending October or exceed 50% in each of the remaining quarters of the year;
(b) Interest cover will not be less than 2 times operating profit.
The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year.
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the
proceeds of the share issue.
Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs
is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration
received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.
Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus on a
winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting rights attached to
the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the benefit of the Group.
The Group’s liquidity policy is to have a minimum liquidity buffer of $300 million and an optimal range of between $350 million to $450 million.
Sustainability Linked Loans
The Group has structured $145 million of its committed bank credit facilities as Sustainability Linked Loans (SLLs) which met the requirements of the Loan
Market Association’s Sustainability Linked Loan Principles (2021) when they began in October 2021. The facility fee pricing for the SLLs is linked to the
achievement of mutually agreed sustainability targets that span a 4 year period. There are four sustainability targets and the facility pricing can be reduced by a
maximum of 8 basis points if all the sustainability targets are achieved and increased by the same if the targets are not met.
There were no changes to the Group's contributed equity during the current year and previous year.
11.4 Reserves
Note2023 2022
$ 000 $ 000
Cash flow hedge reserve
(767)12,560
Foreign currency translation reserve
(27)179
Share based payments reserve
13.0 804
–
Reserves
10 12,739
Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The
cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or
depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated statement of
changes in equity and accounting policies detailed in note 12.2).
Foreign currency translation reserve
Exchange differences arising on translation of the Group's subsidiaries in India and China are recognised in other comprehensive income and accumulated
in a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.
Share based payments reserve
Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the plan are
measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at grant
date of the share right's are independently determined using an appropriate valuation model that takes into account the terms and conditions upon which
they were granted. (Note 13.0 provides further details regarding the plan and fair value calculations).
This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income statement.
Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury shares allotted to settle
the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated statement of
changes in equity).
11.5 Minority interest
2023 2022
$ 000 $ 000
Opening balance
(815)(2,694)
Net profit/(loss) attributable to minority interest
127 (2,223)
Minority put options exercised
1,688 4,227
Dividends paid to minority shareholders
(50)(125)
Closing balance
950 (815)
Minority interest reserve
A minority interest is an ownership position in a Group subsidiary where the minority shareholder owns less than 50% of outstanding shares and has no
control over decisions. Minority interests are measured based on the minority shareholder's proportionate share of the net asset value of the subsidiary.
At balance date minority shareholders held a 50% (2022: 50%) shareholding in ChocolateWorks and in the prior year a 3.0% shareholding in TheMarket.com. In August
2022 the Group acquired the remaining 3.0% minority shareholding in TheMarket.com for a consideration of $691,200 through exercising an existing put option.
Notes to the Financial Statements - Financing and Capital Structure
For the 52 week period ended 28 July 2024
11.0 EQUITY
11.1 Capital management
11.2 Bank and debt facilities2024 2023
$ 000 $ 000
Cash and cash equivalents32,204 28,330
Borrowings(82,900)(76,400)
Net debt(50,696)(48,070)
Committed bank credit facilities470,000 470,000
Liquidity buffer419,304 421,930
11.3 Contributed equity
2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000
Share capital365,517 365,517 346,843 346,843
Treasury shares(5,282)(5,282)(1,489)(1,489)
Contributed equity360,235 360,235 345,354 345,354
There were no changes to the Group's contributed equity during the current year and previous year.
Contributed equityOrdinary shares
Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the
Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and
maintain a liquidity buffer (refer note 11.2).
The Group reviews its capital structure annually, unless there is a material change requiring an earlier response, and may make adjustments by means
including changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these.
Externally imposed capital requirements
The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply
with certain quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 lease
accounting standard. The two principal covenants are:
1) The gearing ratio will not exceed 60% during the four month period ending November or exceed 50% for the remainder of the year;
2) Interest cover will not be less than 2 times operating profit.
The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year. On the basis of
next year’s challenging economic outlook and financial performance remaining uncertain the Group has taken pre-emptive action after balance date,
with the support of its funding providers to change the interest cover ratio for the next financial year and for the first 3 quarters of the following 2026
financial year. During this period, the revised interest cover ratio will be calculated using operating profit plus depreciation, while the gearing ratio
remains unchanged. Depreciation for the purposes of the cover ratio calculation includes software amortisation, but excludes ‘right of use asset’
amortisation. The revised interest cover ratios are:
1) Interest cover will not be less than 5.0 times operating profit plus depreciation, for the 2025 financial year.
2) Interest cover will not be less than 5.5 times operating profit plus depreciation, for the first 3 quarters of the 2026 financial year.
The interest cover ratio will revert to the previous interest cover ratio (based on operating profit exceeding net interest by at least 2 times) after 21
months, or earlier if the operating profit exceeds net interest by more than 4 times for any two consecutive quarterly balance dates.
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the
proceeds of the share issue.
Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs
is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration
received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.
Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus
on a winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting
rights attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the
benefit of the Group.
The Group’s liquidity policy is to have a minimum liquidity buffer of $250 million (2023: $300 million) and an optimal range of between $300 million to
$400 million (2023: $350 million to $450 million). The Group lowered the liquidity policy limits in May 2024 by $50 million following the disposal of the
Torpedo7 business (refer note 17) inline with the reduced funding commitments. The Group has $450 million of debt facilities maturing beyond 12
months after negotiating the extension of two debt facilities ($85 million) in September 2024 and cancelling $20 million of facilities, effective from
November 2024.
Sustainability Linked Loans
The Group has structured $145 million of its committed bank credit facilities as Sustainability Linked Loans (SLLs) which met the requirements of the
Loan Market Association’s Sustainability Linked Loan Principles (2021) when they began in October 2021. The facility fee pricing for the SLLs are
linked to the achievement of mutually agreed sustainability targets that span a 4 year period. There are five sustainability targets and the facility pricing
can be reduced by a maximum of 8 basis points if all the sustainability targets are achieved and increased by the same if the targets are not met.
16
Notes to the Financial Statements - Financing and Capital Structure
For the 52 week period ended 28 July 2024
11.4 Reserves
Note
2024 2023
$ 000 $ 000
Cash flow hedge reserve
6,361 (767)
Foreign currency translation reserve220 (27)
Share based payments reserve
13.0
- 804
Reserves6,581 10
11.5 Minority interest2024 2023
$ 000 $ 000
Opening balance950 (815)
Net profit attributable to minority interest417 127
Minority put options exercised- 1,688
Dividends paid to minority shareholders(183)(50)
Closing balance1,184 950
Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging derivative in a cash flow hedge that is determined to be an effective hedge. The
cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or
depending on the nature of the hedge, is included in a non-financial hedged item when the hedged event occurs. (Refer to the consolidated statement
of changes in equity and accounting policies detailed in note 12.2).
Foreign currency translation
Exchange differences arising on translation of the Group's subsidiaries in India and China are recognised in other comprehensive income and
accumulated in a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is sold.
Share based payments reserve
Share rights are granted to employees in accordance with the Group’s executive share rights plan. The fair value of share rights granted under the plan
are measured at grant date and recognised as an employee expense over the vesting period with a corresponding increase in equity. The fair value at
grant date of the share rights are independently determined using an appropriate valuation model that takes into account the terms and conditions
upon which they were granted. (Note 13.0 provides further details regarding the plan and fair value calculations).
This reserve is used to record the accumulated value of the unvested shares rights, which have been recognised as an expense in the income
statement. Upon the vesting of share rights, the balance of the reserve relating to the share rights is offset against the cost of treasury shares allotted
to settle the obligation, with any difference in the cost of settling the commitment transferred to retained earnings. (Refer also to the consolidated
statement of changes in equity).
Minority interest reserve
A minority interest is an ownership position in a Group subsidiary where the minority shareholder owns less than 50% of outstanding shares and has
no control over decisions. Minority interests are measured based on the minority shareholders proportionate share of the net asset value of the
subsidiary.
At balance date minority shareholders held a 50% (2023: 50%) shareholding in ChocolateWorks, a manufacturer of chocolate confectionery located in
Waikato.
17
Notes to the Financial Statements - Financing and Capital Structure
For the 52 week period ended 28 July 2024
11.0 EQUITY
11.1 Capital management
11.2 Bank and debt facilities2024 2023
$ 000 $ 000
Cash and cash equivalents32,204 28,330
Borrowings(82,900)(76,400)
Net debt(50,696)(48,070)
Committed bank credit facilities470,000 470,000
Liquidity buffer419,304 421,930
11.3 Contributed equity
2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000
Share capital365,517 365,517 346,843 346,843
Treasury shares(5,282)(5,282)(1,489)(1,489)
Contributed equity360,235 360,235 345,354 345,354
There were no changes to the Group's contributed equity during the current year and previous year.
Contributed equityOrdinary shares
Capital is defined by the Group to be the total equity as shown in the balance sheet. The Group’s capital management objectives are to safeguard the
Group’s ability to continue as a going concern, to provide an appropriate rate of return to shareholders, optimise the Group’s cost of capital and
maintain a liquidity buffer (refer note 11.2).
The Group reviews its capital structure annually, unless there is a material change requiring an earlier response, and may make adjustments by means
including changes to the Group’s dividend pay-out ratio, issue of new shares, debt issuance, sale of assets or a combination of these.
Externally imposed capital requirements
The Group has a negative pledge arrangement with its funding providers that requires the parent and its guaranteeing Group companies to comply
with certain quarterly debt ratios and restrictive covenants. The calculation of these ratios is adjusted to exclude the impact of the NZ IFRS 16 lease
accounting standard. The two principal covenants are:
1) The gearing ratio will not exceed 60% during the four month period ending November or exceed 50% for the remainder of the year;
2) Interest cover will not be less than 2 times operating profit.
The Group was in compliance with all aspects of the negative pledge covenants throughout the current and previous financial year. On the basis of
next year’s challenging economic outlook and financial performance remaining uncertain the Group has taken pre-emptive action after balance date,
with the support of its funding providers to change the interest cover ratio for the next financial year and for the first 3 quarters of the following 2026
financial year. During this period, the revised interest cover ratio will be calculated using operating profit plus depreciation, while the gearing ratio
remains unchanged. Depreciation for the purposes of the cover ratio calculation includes software amortisation, but excludes ‘right of use asset’
amortisation. The revised interest cover ratios are:
1) Interest cover will not be less than 5.0 times operating profit plus depreciation, for the 2025 financial year.
2) Interest cover will not be less than 5.5 times operating profit plus depreciation, for the first 3 quarters of the 2026 financial year.
The interest cover ratio will revert to the previous interest cover ratio (based on operating profit exceeding net interest by at least 2 times) after 21
months, or earlier if the operating profit exceeds net interest by more than 4 times for any two consecutive quarterly balance dates.
Ordinary shares are classified as equity. Incremental costs, directly attributable to the issue of new shares, are shown in equity as a deduction from the
proceeds of the share issue.
Where the Group purchases its own equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs
is deducted from equity attributable to the shareholders until the shares are cancelled or reissued. Where such shares are reissued, any consideration
received, net of any directly attributable incremental transaction costs, is included in equity attributable to shareholders.
Ordinary shares on issue are fully paid and carry one vote per share and participate equally in dividends, other distributions from equity and any surplus
on a winding up of the Group. The Group retains its own ordinary shares which are used for employee share based payment arrangements. Voting
rights attached to the shares are held by the trustees of the employee share plans, and dividends paid on the shares are retained by the trustee for the
benefit of the Group.
The Group’s liquidity policy is to have a minimum liquidity buffer of $250 million (2023: $300 million) and an optimal range of between $300 million to
$400 million (2023: $350 million to $450 million). The Group lowered the liquidity policy limits in May 2024 by $50 million following the disposal of the
Torpedo7 business (refer note 17) inline with the reduced funding commitments. The Group has $450 million of debt facilities maturing beyond 12
months after negotiating the extension of two debt facilities ($85 million) in September 2024 and cancelling $20 million of facilities, effective from
November 2024.
Sustainability Linked Loans
The Group has structured $145 million of its committed bank credit facilities as Sustainability Linked Loans (SLLs) which met the requirements of the
Loan Market Association’s Sustainability Linked Loan Principles (2021) when they began in October 2021. The facility fee pricing for the SLLs are
linked to the achievement of mutually agreed sustainability targets that span a 4 year period. There are five sustainability targets and the facility pricing
can be reduced by a maximum of 8 basis points if all the sustainability targets are achieved and increased by the same if the targets are not met.
16
The Warehouse Group Integrated Annual Report 20246061Financial Statements
Notes to the Financial Statements – Financial Risk Management
For the 52 week period ended 28 July 2024
Notes to the Financial Statements – Financial Risk Management
For the 52 week period ended 28 July 2024
12.1 Financial risk factors
The Group’s activities expose it to various financial risks including liquidity risk, credit risk and market risk. The Group’s overall risk management programme focuses
on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
The Group enters into forward currency contracts to manage the currency fluctuation risks arising from the Group’s overseas purchases.
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies,
evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management,
as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative financial instruments and
investing excess cash.
Significant judgements and estimates
Valuation
The Group’s derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the fair value, the Group
uses valuation techniques which rely on observable market data. For accounting purposes (NZ IFRS 13) these valuations are deemed to be Level 2 fair value measurements
as they are not derived from a quoted price in an active market but rather, a valuation technique that relies on other observable market data.
Hedge effectiveness
When calculating the hedge effectiveness of the Group's currency derivatives the Group is required to forecast the next 18 months overseas purchases to test if the
hedged transactions are still highly probable to occur. The method of testing adopted is based on matching the critical terms of the hedged transaction to those of
the derivative. The results of this testing demonstrated an expectation of high hedge effectiveness.
12.0 FINANCIAL RISK MANAGEMENT
12.2 Derivative financial instruments
2023 2022
$ 000$ 000
Forward exchange contract assets
5,208 29,491
Forward exchange contract liabilities
(7,320)(668)
Derivative financial instruments
(2,112)28,823
Classified as:
Cash flow hedges
(1,066)17,444
Fair value hedges
(1,046)11,379
Derivative financial instruments
(2,112)28,823
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value. The method
of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
For the purposes of hedge accounting, hedges are classified as:
• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or
• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management
objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also documented, of whether
the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of
hedged items.
Cash flow hedges
The Group applies cash flow hedge accounting to manage the currency risk associated with purchasing inventory in foreign currencies. The effective
portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the cash flow hedge reserve.
The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. However, when the
forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains and losses previously deferred in
equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss
existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When
a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income
statement.
Fair value hedges
The Group applies fair value hedge accounting for hedging to manage the currency risk associated with foreign currency trade creditors. Changes in the
fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair
value of the hedged asset or liability that are attributed to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, or the hedge is
not fully effective, then the hedge or portion of the hedge which is not effective is recognised immediately in the income statement as a foreign exchange
gain or loss.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge
accounting are recognised immediately in the income statement.
+ 10 percent
Foreign currency sensitivity table
NoteAmountProfit Equity Profit Equity
At 30 July 2023
$ 000$ 000$ 000$ 000$ 000
Foreign currency trade creditors
8.3 (72,668)4,756 4,756 (5,814)(5,814)
Derivative financial instruments
Currency forward contracts – cash flow hedges
12.2 (1,066)
–
(23,071)
–
28,207
Currency forward contracts – fair value hedges
12.2 (1,046)(4,720)(4,720)5,770 5,770
Total increase/(decrease)
36 (23,035)(44)28,163
At 31 July 2022
Foreign currency trade creditors
8.3 (113,722)7,443 7,443 (9,098)(9,098)
Derivative financial instruments
Currency forward contracts – cash flow hedges
12.2 17,444
–
(20,033)
–
24,488
Currency forward contracts – fair value hedges
12.2 11,379 (7,413)(7,413)9,061 9,061
Total increase/(decrease)
30 (20,003)(37)24,451
12.3 Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through committed credit facilities to meet financial obligations when
they are due and being able to close out market positions if necessary. The Group monitors rolling forecasts of the Group’s liquidity position based on expected cash flows
to ensure a liquidity buffer is maintained in accordance with policy limits approved by the Board. The Group maintains funding flexibility by maintaining availability using
committed credit lines. The Group’s liquidity policy and committed credit facilities at balance date are detailed in note 11.1.
The table below details the Group’s derivatives and other financial liabilities (excluding lease liabilities – refer note 10.3).
12.4 Credit risk
Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the carrying amount
of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and transactions with financial institutions.
The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by the Board and in accordance with
specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit rating of at least A (2022: A).
The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable balances are
monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk exist when changes in economic, industry or
geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s total credit exposure. As the
Group transacts with a diversity of counterparties it does not have any significant exposure to any individual customers, industry or economic sector.
12.5 Market risk
Foreign exchange risk
The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. In order to protect against exchange rate movements and manage
the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly probable forecast
purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved Treasury Policy to manage this foreign
exchange risk. The policy parameters for hedging forecast currency exposures are:
• to hedge 80% to 100% of US dollar commitments expected in the next 0 to 4 months
• to hedge 50% to 90% of US dollar commitments expected in the next 5 to 12 months
• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place
• specific approval is required to hedge foreign currency commitments extending beyond a 12-month time horizon.
Currency position at balance date
Carrying ValueNotional Amount (NZD)Average Exchange Rate12 Month Hedge Level
2023 2022 2023 2022 2023 2022 2023 2022
$ 000$ 000$ 000$ 000CENTSCENTS%%
Currency forward contracts
Buy US dollars/Sell New Zealand dollars
(2,112)28,823 437,383 397,213 0.61250.6742 74.7 68.9
The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.6156 (2022: $0.6290).
The following sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the positive/(negative) impact
of reasonably possible exchange rate movements on after tax profit and equity, with all other variables held constant.
Liabilities/(assets)
0 – 6 Months7 – 12 Months
Total
Note2023 2022 2023 2022 2023 2022
$ 000$ 000$ 000$ 000$ 000$ 000
Trade and other payables
8.3 407,339 480,596
– –
407,339 480,596
Derivatives – gross settled
(currency exchange contracts)
– outflow
12.5 260,005 223,430 177,378 173,783 437,383 397,213
– inflow
(256,490)(244,543)(178,702)(181,254)(435,192)(425,797)
Financial liabilities and derivatives
410,854 459,483 (1,324)(7,471)409,530 452,012
Notes to the Financial Statements - Financial Risk Management
For the 52 week period ended 28 July 2024
12.0 FINANCIAL RISK MANAGEMENT
12.1 Financial risk factors
12.2 Derivative financial instruments
2024 2023
$ 000 $ 000
Forward exchange contract assets10,786 5,208
Forward exchange contract liabilities(78)(7,320)
Derivative financial instruments10,708 (2,112)
Classified as:
Cash flow hedges
8,834 (1,066)
Fair value hedges1,874 (1,046)
Derivative financial instruments10,708 (2,112)
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value.
The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of
the item being hedged. For the purposes of hedge accounting, hedges are classified as:
• Cash flow hedges when they hedge an exposure to a highly probable forecast transaction; or
• Fair value hedges when they hedge the exposure to changes in fair value of a recognised asset or liability.
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk
management objective and strategy for undertaking the hedge transactions. An assessment, both at hedge inception and on an ongoing basis is also
documented, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in
fair values or cash flows of hedged items.
Cash flow hedges
The Group applies cash flow hedge accounting to manage the currency risk associated with purchasing inventory in foreign currencies. The effective
portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the cash flow hedge
reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item will affect profit or loss. However, when the
forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains and losses previously deferred
in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or
loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement.
When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the
income statement.
Fair value hedges
The Group applies fair value hedge accounting for hedging to manage the currency risk associated with foreign currency trade creditors. Changes in
the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in
the fair value of the hedged asset or liability that are attributed to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, or the
hedge is not fully effective, then the hedge or portion of the hedge which is not effective is recognised immediately in the Income Statement as a
foreign exchange gain or loss.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for
hedge accounting are recognised immediately in the income statement.
The Group’s activities expose it to various financial risks including liquidity risk, credit risk and market risk. The Group’s overall risk management
programme focuses on the uncertainty of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
The Group enters into forward currency contracts to manage the currency fluctuation risks arising from the Group’s overseas purchases.
Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury
identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall
risk management, as well as written policies covering specific areas, such as mitigating foreign exchange, interest rate and credit risks, use of derivative
financial instruments and investing excess cash.
Material accounting judgements, estimates and assumptions
Valuation
The Group’s derivatives are not traded in an active market, which means quoted prices are not available to determine the fair value. To determine the
fair value the Group uses valuation techniques which rely on observable market data. For accounting purposes (NZ IFRS 13) these valuations are
deemed to be Level 2 fair value measurements as they are not derived from a quoted price in an active market but, rather a valuation technique that
relies on other observable market data.
Hedge effectiveness
When calculating the hedge effectiveness of the Group's currency derivatives the Group is required to forecast the next 18 months overseas purchases
to test if the hedged transactions are still highly probable to occur. The method of testing adopted is based on matching the critical terms of the hedged
transaction to those of the derivative. The results of this testing demonstrated an expectation of high hedge effectiveness.
18
Notes to the Financial Statements - Financial Risk Management
For the 52 week period ended 28 July 2024
12.3 Liquidity risk
Liabilities/(assets)
Note
2024 2023 2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000
Borrowings
11.2
82,900 76,400 - - 82,900 76,400
Trade and other payables
8.3
461,453 407,339 - - 461,453 407,339
- outflow
12.5
220,883 260,005 146,322 177,378 367,205 437,383
- inflow(227,221)(256,490)(151,052)(178,702)(378,273)(435,192)
Financial liabilities and derivatives538,015 487,254 (4,730)(1,324)533,285 485,930
12.4 Credit risk
12.5 Market risk
Currency position at balance date
2024 2023 2024 2023 2024 2023 2024 2023
$ 000 $ 000 $ 000 $ 000 Cents Cents Percentage Percentage
Forward exchange contracts
Buy US dollars/Sell New Zealand dollars
10,708 (2,112)367,205 437,383 0.60700.612569.674.7
Foreign currency sensitivity table
Note
AmountProfit Equity Profit Equity
At 28 July 2024
$ 000 $ 000 $ 000 $ 000 $ 000
Foreign currency trade creditors
8.3
(88,423)5,788 5,788 (7,074)(7,074)
Derivative financial instruments
Forward exchange contracts - cash flow hedges
12.2
8,834 - (18,476)- 22,583
Currency forward contracts - fair value hedges
12.2
1,874 (5,740)(5,740)7,016 7,016
Total increase/(decrease)48 (18,428)(58)22,525
At 30 July 2023
Foreign currency trade creditors
8.3
(72,668)4,756 4,756 (5,814)(5,814)
Derivative financial instruments
Forward exchange contracts - cash flow hedges
12.2
(1,066)- (23,071)- 28,207
Forward exchange contracts - fair value hedges
12.2
(1,046)(4,720)(4,720)5,770 5,770
Total increase/(decrease)36 (23,035)(44)28,163
+ 10 percent- 10 percent
0 - 6 Months7 - 12 MonthsTotal
Derivatives - gross settled
(forward exchange contracts)
Carrying valueNotional amount (NZD)Average exchange rate0 to 12 month hedge level
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through committed credit facilities to meet financial
obligations when they are due and being able to close out market positions if necessary. The Group monitors rolling forecasts of the Group’s liquidity
position based on expected cash flows to ensure a liquidity buffer is maintained in accordance with policy limits approved by the Board. The Group
maintains funding flexibility by maintaining availability using committed credit lines. The Group’s liquidity policy and committed credit facilities at balance
date are detailed in note 11.1.
The table below details the Group’s derivatives and other financial liabilities (excluding lease liabilities - refer note 10.3).
Credit risk arises from the financial assets of the Group which are exposed to potential counter-party default, with a maximum exposure equal to the
carrying amount of these assets. In the normal course of business the Group incurs credit risk from trade and other receivables, derivatives and
transactions with financial institutions.
The Group places its cash and short-term investments and derivatives with high credit quality financial institutions approved by the Board and in
accordance with specified treasury policy limits. The Group’s treasury policy requires bank counter-parties to have a minimum Standard & Poor’s credit
rating of at least A (2023: A).
The Group controls its credit risk from trade and other receivables by the application of credit approval, limits and monitoring procedures. Receivable
balances are monitored on an ongoing basis to ensure the Group’s bad debt exposure is not significant. Concentrations of credit risk exist when
changes in economic, industry or geographical factors similarly affect the group of counterparties whose aggregate credit exposure is significant in
relation to the Group’s total credit exposure. As the Group transacts with a diversity of counterparties it does not have any significant exposure to any
individual customers, industry or economic sector.
Foreign exchange risk
The Group purchases inventory directly from overseas suppliers, primarily priced in US dollars. To protect against exchange rate movements and
manage the inventory costing process, the Group enters into forward exchange contracts to purchase foreign currencies. These contracts hedge highly
probable forecast purchases and are timed to mature when the payments are scheduled to be settled. Management work to a Board approved
Treasury Policy to manage this foreign exchange risk. The policy parameters for hedging forecast currency exposures are:
• to hedge 80% to 100% of US dollar commitments expected in the next 0 to 4 months
• to hedge 50% to 90% of US dollar commitments expected in the next 5 to 12 months
• where exposures to other currencies arise, the Group hedges these risks once a firm commitment is in place
• specific approval is required to hedge foreign currency commitments extending beyond a 12-month time horizon.
The spot rate used to determine the mark-to-market carrying value of the US dollar forward contracts at balance date was $0.5892 (2023: $0.6156).
The following sensitivity table, based on currency contracts and foreign currency trade creditors in existence at balance date, shows the
positive/(negative) impact of reasonably possible exchange rate movements on after tax profit and equity, with all other variables held constant.
19
The Warehouse Group Integrated Annual Report 20246263Financial Statements
Notes to the Financial Statements – Other Disclosures
For the 52 week period ended 28 July 2024
Notes to the Financial Statements – Other Disclosures
For the 52 week period ended 28 July 2024
13.0 KEY MANAGEMENT13.0 KEY MANAGEMENT
14.0 COMMITMENTS14.0 COMMITMENTS
16.0 RELATED PARTIES16.0 RELATED PARTIES
15.0 CONTINGENT LIABILITIES15.0 CONTINGENT LIABILITIES
Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial Markets
Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2022: 9) direct reports.
Compensation made to Directors and other members of key management of the Group is set out in the two tables below:
Key management includes the Directors of the Company and those employees deemed to have disclosure obligations under subpart 6 of the Financial Markets
Conduct Act 2013, being the Group Chief Executive Officer and his 9 (2022: 9) direct reports.
Compensation made to Directors and other members of key management of the Group is set out in the two tables below:
In addition, J W M Journee and R J Tindall each received fees of $6,875 (2022: $13,750) and D R Hamilton a fee of $6,875 (2022: $7,563) in their capacities as
directors of a Group subsidiary company (TheMarket.Com Limited).
In addition, J W M Journee and R J Tindall each received fees of $6,875 (2022: $13,750) and D R Hamilton a fee of $6,875 (2022: $7,563) in their capacities as
directors of a Group subsidiary company (TheMarket.Com Limited).
Share based compensation
The Group granted share rights as a retention incentive to the CEO and five members of the Group's senior leadership in October 2022 and November 2022
respectively. For each share right the participant is eligible to be issued or transferred, for nil consideration 1 share on the vesting date (together with dividend
equivalents), providing certain non-market performance conditions are met. The participants will be delivered the shares net of tax, with the number of pre-tax
shares to be delivered reduced by the number of shares equal to the participant's PAYE obligation.
Share based compensation
The Group granted share rights as a retention incentive to the CEO and five members of the Group's senior leadership in October 2022 and November 2022
respectively. For each share right the participant is eligible to be issued or transferred, for nil consideration 1 share on the vesting date (together with dividend
equivalents), providing certain non-market performance conditions are met. The participants will be delivered the shares net of tax, with the number of pre-tax
shares to be delivered reduced by the number of shares equal to the participant's PAYE obligation.
Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:
During the period, the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed. No amounts
owed by related parties have been written off or forgiven during the period.
During the period, the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed. No amounts
owed by related parties have been written off or forgiven during the period.
Directors’ fees
2023 2022
$ 000$ 000
J Withers (Chair)
183 177
A J Balfour
119 112
W K Easton (resigned May 2022)
– 75
D R Hamilton
114 111
J W M Journee
104 98
C M Rainsford (appointed August 2022)
84 –
J M Raue
124 116
R E Taulelei
114 104
R J Tindall
94 91
Total
936 884
Directors’ fees
2023 2022
$ 000$ 000
J Withers (Chair)
183 177
A J Balfour
119 112
W K Easton (resigned May 2022)
– 75
D R Hamilton
114 111
J W M Journee
104 98
C M Rainsford (appointed August 2022)
84 –
J M Raue
124 116
R E Taulelei
114 104
R J Tindall
94 91
Total
936 884
20232022
$ 000$ 000
Standby letter of credit
17,500 17,500
Bank guarantees provided to landlords and the New Zealand Exchange Limited
315 456
Total contingent liabilities
17,815 17,956
20232022
$ 000$ 000
Standby letter of credit
17,500 17,500
Bank guarantees provided to landlords and the New Zealand Exchange Limited
315 456
Total contingent liabilities
17,815 17,956
Capital commitments
2023 2022
$ 000 $ 000
Within one year
8,387 17,628
Capital commitments
2023 2022
$ 000 $ 000
Within one year
8,387 17,628
Key management
Note2023 2022
$ 000$ 000
Base salary
7,045 7,157
Retention (cash settled)
3,126 –
Three year performance based compensation (cash settled)
438 1,629
Share based compensation
11.4 804 –
Termination benefits
– 846
Total
11,413 9,632
Key management
Note2023 2022
$ 000$ 000
Base salary
7,045 7,157
Retention (cash settled)
3,126 –
Three year performance based compensation (cash settled)
438 1,629
Share based compensation
11.4 804 –
Termination benefits
– 846
Total
11,413 9,632
Tranche 2 Tranche 1
Share rights granted
770,711 1,600,000
Lapsed
(167,546) –
Share rights at balance date
603,165 1,600,000
Date granted
November 2022October 2022
Vesting date
October 2025October 2026
Weighted average cost of equity (%)
8.5 8.9
Average share price at grant date ($)
3.01 3.13
Estimated fair value at grant date ($)
2.93 2.96
Tranche 2 Tranche 1
Share rights granted
770,711 1,600,000
Lapsed
(167,546) –
Share rights at balance date
603,165 1,600,000
Date granted
November 2022October 2022
Vesting date
October 2025October 2026
Weighted average cost of equity (%)
8.5 8.9
Average share price at grant date ($)
3.01 3.13
Estimated fair value at grant date ($)
2.93 2.96
Notes to the Financial Statements - Other Disclosures
For the 52 week period ended 28 July 2024
13.0 KEY MANAGEMENT
Directors' fees2024 2023
$ 000 $ 000
J Withers (Chair)183 183
A J Balfour119 119
A J Carter (appointed May 2024)27 -
D R Hamilton114 114
J W M Journee (appointed as interim Group CEO May 2024)82 104
C M Rainsford (appointed August 2022)94 84
J M Raue (resigned May 2024)103 124
R E Taulelei114 114
R J Tindall94 94
Total930 936
Key management
Note
2024 2023
$ 000 $ 000
Base salary7,752 7,045
Retention (cash settled)(575)3,126
Three year performance based compensation (cash settled)(1,758)438
Share based compensation
11.4
(804)804
Termination benefits4,145 -
Total8,760 11,413
Tranche 1 Tranche 2
Share rights granted1,600,000 770,711
Lapsed in 2023- (167,546)
Share rights at the end of the 2023 financial year1,600,000 603,165
Lapsed in 2024(1,600,000)(603,165)
Share rights at the end of the 2024 financial year- -
Date grantedOctober 2022November 2022
Expected vesting date (at grant date)October 2026October 2025
Weighted average cost of equity at grant date (%)8.9 8.5
Average share price at grant date ($)3.13 3.01
Estimated fair value at grant date ($)2.96 2.93
14.0 COMMITMENTS
Capital commitments2024 2023
$ 000 $ 000
Within one year903 8,387
15.0 CONTINGENT LIABILITIES
2024 2023
$ 000 $ 000
Standby letter of credit17,500 17,500
Bank guarantees provided to landlords and the New Zealand Exchange Limited315 315
Contingent liabilities17,815 17,815
16.0 RELATED PARTIES
Capital expenditure contracted for at balance date, but not recognised as liabilities, is set out below:
Key management includes the Directors of the Company and the members of the Group’s Leadership team, being the Group Chief Executive Officer and
his seven (2023: nine) direct reports.
Compensation made to Directors and other members of key management of the Group is set out in the two tables below:
The director fees for J W M Journee, in the table above, represent the fees paid to him as a non-executive director. These fees ceased in May 2024,
when he was appointed as interim Group CEO. The salary paid to him ($323,624) in this new role as Group CEO and executive Director is included in
the ‘Key Management’ remuneration table below.
Last year J W M Journee, D R Hamilton and R J Tindall also received fees of $6,875 each in their capacity as directors of a Group subsidiary company
(TheMarket.Com Limited), prior to resigning from these roles in March 2023.
During the period, the Group has not entered into any material contracts involving related parties or Directors' interests which are not disclosed. No
amounts owed by related parties have been written off or forgiven during the period.
The expense recognised over prior years for the unvested three year incentive plan and long term retention plans (share and cash settled) was reversed
this year as the vesting criteria, which are based on internal performance hurdles and shareholder return targets, were not achieved.
Share based compensation
The Group granted share rights as a retention incentive to the CEO (Tranche 1) and five members of the Group's senior leadership
(Tranche 2) last year.
For each share right the participant was eligible to be issued or transferred for nil consideration one share on the expected vesting date (together with
dividend equivalents), if they remained with the Group and certain non-market performance conditions were achieved. The non-market performance
conditions were not achieved during the 2024 financial year and all outstanding share rights lapsed.
20
Notes to the Financial Statements - Other Disclosures
For the 52 week period ended 28 July 2024
17.0 DISCONTINUED OPERATIONS
Note
2024 2023
$ 000 $ 000
Retail sales94,545 162,200
Cost of retail goods sold(66,325)(113,707)
Gross profit28,220 48,493
Other income365 257
Employee expense(24,178)(38,582)
Depreciation and amortisation expense(5,423)(10,805)
Other operating expense(12,168)(19,596)
Operating loss(13,184)(20,233)
Unusual items - loss on asset disposal and 2023 restructuring costs
17.2
(60,547)(374)
Loss before interest and tax(73,731)(20,607)
Interest expense
3.6
(5,644)(7,329)
Loss before tax(79,375)(27,936)
Income tax benefit
4.1
19,071 7,811
Loss from discontinued operations(60,304)(20,125)
Cash flows from discontinued operations
Net cash flows from operating activities
(7,100)(20,795)
Net cash flows from investing activities(5,120)(4,252)
Net cash flows from financing activities11,826 24,981
17.2 Loss on the asset disposal
Note
2024
$ 000
Trade and other receivables
1,366
Inventories49,214
Working capital50,580
Property, plant, equipment and computer software9,731
Right of use assets
10.1
22,429
Book value of assets sold82,740
Gift cards and online fulfilment obligations(3,795)
Lease liabilities
10.2
(24,117)
Liabilities assumed by the purchaser(27,912)
Net assets sold54,828
Net working capital and other adjustments paid by the Group to the purchaser3,215
Redundancy and transaction costs2,504
Loss on net asset disposal before tax
17.1
60,547
Income tax benefit
(13,814)
Loss on net asset disposal after tax46,733
17.1 Torpedo7 results and cash flows
Torpedo7 loss on disposal
A discontinued operation is a component of the Group that represents a separate major line of business that is part of a disposal plan. The results of
discontinued operations are presented separately as a single amount in the income statement.
At the date of the approval of the 2023 financial statements, management and the Board were committed to a turnaround plan for Torpedo7. By
November 2023 the performance of the business had not improved. Consequently, management and the Board then reviewed a number of alternatives,
including indicative exit options and a revised plan to continue trading the business. While these options were being considered, the Group received an
unsolicited indicative proposal from Tahua Partners Limited to purchase the Torpedo 7 business assets.
The Group weighed this option against other alternatives, before commencing a period of negotiations. These negotiations concluded in February 2024
when the Group signed an agreement to sell the Torpedo7 business assets, with effect from the end of March 2024. The Torpedo7 business, previously
reported as a separate retail brand (as part of note 2), is accordingly reclassified as a discontinued operation. The Torpedo7 results and cash flows are
as follows:
The agreement with Tahua Partners signed in February 2024 (see above) transferred control of the Torpedo7 business and specified business assets
to Tahua from the end of March 2024, for a consideration of $1. The business assets included plant and equipment, inventory, inventory prepayments,
the Torpedo7 brand and Tahua also assumed the obligations for most store leases, honouring gift cards, customer orders not yet delivered and
customer returns. The majority of the permanent Torpedo7 team were offered employment by Tahua, however where staff were not employed by
Tahua, impacted team members received redundancy compensation. The Group incurred a $60.5 million pre-tax loss on the disposal of the business
assets. The composition of how the loss arose is detailed below.
21
The Warehouse Group Integrated Annual Report 20246465
Our opinion
In our opinion, the accompanying financial statements of The Warehouse Group Limited (the Company), including its subsidiaries (the Group),
present fairly, in all material respects, the financial position of the Group as at 28 July 2024, its financial performance and its cash flows for
the 52 week period then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and
International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).
What we have audited
The Group’s financial statements comprise:
●• ●the consolidated balance sheet as at 28 July 2024;
●• the consolidated income statement for the 52 week period then ended;
●• the consolidated statement of comprehensive income for the 52 week period then ended;
●• the consolidated statement of changes in equity for the 52 week period then ended;
●• the consolidated statement of cash flows for the 52 week period then ended; and
●• the notes to the financial statements, comprising material accounting policy information 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 agreed-upon procedures at the Annual Shareholders' Meeting and agreed-upon
procedures relating to the calculations of the Negative Pledge Agreement. 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 and relationships
have 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 52 week period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
The Warehouse Group Integrated Annual Report 20246667
Description of the key audit matterHow our audit addressed the key audit matter
Inventory valuation
The carrying value of the Group's inventory as at 28
July 2024 was $472.1 million with inventory provisions
of $13.3 million.
To value inventory, the Group measures inventory
at the lower of cost and net realisable value by
deducting provisions from the cost of inventory which
are determined based on various factors including
historical data, current selling trends and product
information from buyers within the business.
Determining the appropriate level of provisions
involves judgement, including management's
expectations of future sales levels and pricing. Due to
the judgements involved in estimating the inventory
provisions, and the significance of the inventory
balance, this is an area of focus for the audit and a key
audit matter.
Note 8.1 of the financial statements describes the
accounting policy for inventory and the judgements
and estimates applied by management to determine
the inventory provisions.
We have updated our understanding of the key processes and controls
surrounding inventory provisioning and assessed the design and
implementation of relevant controls, in particular controls over the cyclical
count process.
Our procedures to audit the inventory provisions included the following:
• observing management's stocktake procedures, throughout the period, at
a sample of selected locations, to confirm existence of inventory and that
aged and clearance items were identified and accounted for;
• performing risk assessment analytics at an inventory category level by
assessing how the provisions as a percentage of total stock on hand for this
period compares to the prior period, and understanding the rationale for
material or unexpected changes;
• holding discussions with management to understand and corroborate the
assumptions used to estimate inventory provisions;
• assessing management’s ability to forecast accurately by comparing
inventory provisions in the prior period against actual inventory write-offs in
the current period;
• on a sample basis, testing that finished goods were valued at the lower of
cost or net realisable value by comparing the recorded value to the most
recent retail price less the cost to sell;
• on a sample basis, inspecting the inventory ageing schedules and checking
whether provisions were recorded for aged stock in accordance with Group
policy; and
• performing a reasonableness test of the shrinkage provisions by comparing
the provision against the actual shrinkage for the 52 week period.
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Description of the key audit matterHow our audit addressed the key audit matter
Loss on sale of the business of Torpedo7 Limited and
presentation as a discontinued operation
As described in Note 17.0 to the financial statements,
on 31 March 2024 the Group completed the sale of the
business and certain assets of its subsidiary, Torpedo7
Limited (Torpedo7’s business), to Tahua Partners Limited
for consideration of $1. The transaction resulted in a
loss on net asset disposal before tax of $60.5 million as
disclosed in Note 17.2.
Management has applied judgement in determining
that the sale of the business represents a separate
major line of business or geographic area and therefore
meets the criteria of a discontinued operation. Torpedo7
has been presented as a discontinued operation in the
financial statements.
Due to the significance of the transaction to the users
of the financial statements, the material impact on the
financial statements with regard to presentation and the
significant audit effort required in respect of the loss
recognised on the sale, this is a key audit matter.
We have held discussions with management to understand the transaction.
We obtained an understanding of the key management processes and
certain controls over the determination of the loss on sale of Torpedo7’s
business. Our procedures to audit the loss on sale and presentation in the
financial statements included the following:
• reading the sales and purchase agreement (SPA) to obtain an
understanding of the key terms and conditions;
• obtaining and confirming the mathematical accuracy of the settlement
statement;
• agreeing the assets and assumed liabilities included in the settlement
statement to underlying financial records and, on a sample basis, testing
its accuracy and completeness;
• inspecting a sample of stock counts performed, as required by the SPA, to
confirm existence of inventory at the time of sale;
• involving an auditor’s expert to consider whether the terms under which
leases are assigned allow for the derecognition of the relevant lease
liabilities;
• assessing management’s judgement that Torpedo7’s business represents
a separate major line of business or geographic area for the Group and
accordingly whether it meets the criteria of a discontinued operation; and
• considering the appropriateness of presentation and disclosures in the
financial statements.
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
The Warehouse Group Integrated Annual Report 20246869
Overall group materiality: $11,500,000, which represents approximately 0.4% of total revenues.
We chose total revenues as the benchmark because, in our view, it is a key financial statement
metric used in assessing the performance of the Group and it is a generally accepted benchmark.
Full scope audits were performed for two of the five trading entities within the Group based on
their financial significance.
Specified audit procedures and analytical review procedures were performed on the remaining
entities and on consolidation entries.
As reported above, we have two key audit matters, being:
• Inventory valuation
• Loss on sale of the business of Torpedo7 Limited and presentation as a discontinued operation
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.
Materiality
Group Scoping
Key Audit
Matters
Our audit approach
Overview
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report
(which includes the Climate-related Disclosures Report by way of cross-reference), but does not include the financial statements and our
auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do 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. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial statements in accordance
with NZ IFRS and IFRS Accounting Standards, and for such internal control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Independent Auditor’s Report
To the shareholders of The Warehouse Group Limited
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 Philippa (Pip) Cameron.
For and on behalf of:
Chartered Accountants Auckland
25 September 2024
The Warehouse Group Integrated Annual Report 20247071
At The Warehouse Group we are committed to the highest
standards of corporate governance and ethical conduct.
We believe that these values help to create sustainable long-term value for
our shareholders, build a strong team, improve the experience we offer our
customers and contribute to our place within the wider community.
This corporate governance statement provides an overview of the policies and
processes that are in place at The Warehouse Group Limited (the Company)
which ensure that the highest standards of corporate governance are
maintained. The Company notes and supports the updated NZX Corporate
Governance Code dated 1 April 2023 (NZX Code). This statement follows the
structure of the NZX Code and addresses its recommendations. As at the date
of the publication of this Annual Report, the Company considers its governance
practices are compliant with the NZX Code. The Company’s constitution, the
Board and committee charters, codes and policies referred to in this statement
are available at www.thewarehousegroup.co.nz/aboutus/corporate-governance.
GOVERNANCE
REPORT
72The Warehouse Group Integrated Annual Report 202473Governance Report
Robert (Robbie) Tindall
BA, BSc
Non-Executive Director
Robbie was elected as a director
of the Group in November 2020,
having previously been Sir Stephen
Tindall’s alternate director since
2017. He studied Arts and Science
at the University of Auckland
before spending eight years at The
Warehouse in various merchandise
and buying roles. Since 2011 Robbie
has been an investment director
at K One W One, a family-owned
investment company, where
his involvement in some of New
Zealand’s most exciting technology
and innovation companies sees him
uniquely placed in understanding
a broad range of technology trends
as they come to market. Robbie
is also a Trustee of The Tindall
Foundation and the Finn Lowery
Foundation.
COMMITTEES
• Disclosure Committee
• Corporate Governance and
Nominations Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• K One W One Limited
• Foundation Services Limited
• The Tindall Foundation
( Trus te e)
• Finn Lowery Foundation
( Trus te e)
Antony (Tony) Carter
CNZM, BE (Hons), ME, MPhil
Independent Non-Executive Director
Tony was appointed as an
independent director in May 2024.
He has a broad range of experience
in governance across the consumer,
industrial services, infrastructure
and energy sectors. Tony currently
chairs the boards of My Food Bag
Group Limited, Skin Institute Holding
Company Limited, Datacom Group
Limited, TR Group Limited and The
Interiors Group Holdco Limited
and is a director of Ravensdown
Limited. His previous directorships
include roles at Fisher & Paykel
Healthcare, Air New Zealand Limited,
Fletcher Building Limited, ANZ Bank
New Zealand Limited, and Vector
Limited. He has previously served as
managing director of supermarket
operator Foodstuffs Auckland and
Foodstuffs New Zealand. In 2020 he
was made a Companion of the New
Zealand Order of Merit for services to
business governance.
COMMITTEES
• Health, Safety and Wellbeing
Committee (Chair)
• Audit and Risk Committee
OTHER DIRECTORSHIPS
• My Food Bag Group Limited
• Skin Institute Holding Company
Limited
• Datacom Group Limited
• TR Group Limited
• The Interiors Group Holdco
Limited
• Ravensdown Limited
Joan Withers DNZM, MBA,
CFinstD
Chair
Independent Non-Executive Director
Dame Joan has been a professional
director for more than 20 years
and spent over 25 years working
in the media industry, previously
holding CEO positions at The Radio
Network and Fairfax Media. In
addition to her Chair role with The
Warehouse Group, Joan is also a
director of ANZ Bank New Zealand
Limited, Origin Energy Limited and
Sky Network Television Limited and
Chair of the Appointments Panel for
Fonterra farmer-elected directors.
She has previously held Chair
positions at Television New Zealand
Limited and Auckland International
Airport Limited. Joan is a Trustee of
the Sweet Louise Foundation. She
is also co-founder and a director of
On Being Bold Limited, a group of
senior businesswomen working to
help New Zealand women fulfil their
career potential in tandem with
enjoying a fulfilling personal life.
COMMITTEES
• Corporate Governance and
Nomination Committee (Chair)
• Audit and Risk Committee
• Disclosure Committee
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
• Environmental and Social
Sustainability Committee
OTHER DIRECTORSHIPS
• Sky Network Television Limited
• ANZ Bank New Zealand Limited
• Sweet Louise Foundation
( Trus te e)
• Origin Energy Limited
• On Being Bold Limited
Dean Hamilton BCA
Independent Non-Executive Director
Dean has significant CEO and
financial markets experience. Most
recently he was CEO of Silver Fern
Farms Limited, where he led the
business successfully through
a period of significant change
and improvement in financial
performance, staff and supplier
engagement, sustainability, and
consumer trust in brand. Dean's
prior experience includes 12
years at global investment bank
Deutsche Bank, working in both
Australia and New Zealand,
where he advised a wide range
of companies on mergers and
acquisitions, capital management,
corporate restructuring and
capital raising.
COMMITTEES
• Audit and Risk Committee
(Chair)
• Disclosure Committee (Chair)
• Health, Safety and Wellbeing
Committee
• Corporate Governance and
Nomination Committee
OTHER DIRECTORSHIPS
• Fulton Hogan Limited (Chair)
• Auckland International Airport
Limited
• Tappenden Holdings Limited
• Ryman Healthcare Limited
(Executive Chair)
Caroline Rainsford BCom
Independent Non-Executive Director
Caroline is the Country Director
for Google NZ, where she is
responsible for driving the overall
revenue and business strategy
for New Zealand. Partnering with
government, policy teams and New
Zealand business leaders, she is
focused on helping New Zealand
businesses grow and transform
in the digital age. Prior to joining
Google in 2017, Caroline was the
Marketing and Product Director
for the Latitude NZ (previously GE
Capital) business as well as the
Brand Director for the Australian
and New Zealand regions. Her
earlier career included roles
with Philips Royal Electronics
in the Middle East, Turkey and
Africa. Caroline holds a Bachelor
of Commerce (Hons) from the
University of Auckland.
COMMITTEES
• Health, Safety and Wellbeing
Committee
• People and Remuneration
Committee
Rachel Taulelei LLB
Ngāti Raukawa ki te Tonga, Ngāti Rārua
Independent Non-Executive Director
Rachel is a prominent business
leader and a strong advocate for
the Māori economy, values-based
business models, and New Zealand’s
food and beverage industry. Her
commitment to kaitiakitanga has
been evident throughout her career,
as founder of sustainable seafood
company Yellow Brick Road in 2006,
to her time as CEO of Māori-owned
food and beverage company Kono,
and now in her current role as
co-founder of business design and
brand strategy firm Oho. Rachel
has held a number of governance
roles, with a particular expertise in
primary industries. She presently
chairs Moana NZ and the Wellington
Regional Stadium Trust, serves as
a director on the board of Sealord
Group Limited and ANZCO Foods
Limited, is a member of the APEC
Business Advisory Council, acts as
an advisor to venture capital firm
Movac and chairs the Fonterra
Sustainability Panel.
COMMITTEES
• Environmental and Social
Sustainability Committee
(Chair)
• People and Remuneration
Committee
• Health, Safety and Wellbeing
Committee
OTHER DIRECTORSHIPS
• Wellington Regional Stadium
Trust (Chair)
• Moana NZ (Chair)
• Sealord Group Limited
• ANZCO Foods Limited
• Movac (Advisory Board
Member)
• Movac Fund 5 LP
(Limited Partner)
• New Zealand APEC Business
Advisory Council (Member)
• Fonterra Sustainability Panel
(Chair)
• Huia Publishing, Advisory
Board
• NZ Story, Māori Advisory
Group
• Tokomanawa Queens (Chair/
Owner)
• Tokomanawa Queens
Foundation (Chair)
Jeremy O’Brien BCom (Hons)
Future Director
Jeremy is a highly experienced
senior executive who excels
in commercial strategy, sales
and marketing, with significant
business experience across a
number of industries ranging
from aviation, financial services,
telecommunications, food and
beverage and media. He holds
the position of General Manager,
International Airline at Air New
Zealand, where he is responsible
for Commercial, Customer and
Airport operations delivery across
Air New Zealand’s international
network. Prior to this Jeremy held
the position of General Manager,
Brand and Marketing where
he led the group brand and
marketing division for Air New
Zealand comprising global brand
strategy, marketing strategy,
digital marketing, retail marketing,
loyalty marketing, social media,
tourism, regional affairs, cultural
affairs, customer research
and in-house media planning
and strategy. He completed
an Accelerated Development
Programme at the London
Business School in 2011 and has
a BCom (Hons) in Marketing from
the University of Otago. Jeremy
joined The Warehouse Group as a
Future Director in April 2023, and
attends the Board and Audit and
Risk Committee meetings as an
observer.
Antony (Tony) Balfour BCom
Independent Non-Executive Director
Tony has extensive global retail
and eCommerce experience with
a strong track record in a diverse
range of industries. His executive
career included leadership roles
at Nike, Lion Nathan, Seel.com,
Monster.com and Icebreaker
Apparel. Tony’s governance
career has previously included
independent director roles at Silver
Fern Farms, Methven Limited, and
Mt Difficulty Wines among others.
He is currently on the boards of
Les Mills International Limited,
RealNZ Limited, Pioneer Energy
Limited and Ravensdown Ventures
Limited.
COMMITTEES
• People and Remuneration
Committee (Chair)
• Corporate Governance and
Nominations Committee
• Health, Safety and Wellbeing
Committee
• Environmental and Social
Sustainability Committee
OTHER DIRECTORSHIPS
• Les Mills International Limited
• RealNZ Limited
• Pioneer Energy Limited
• Ravensdown Ventures Limited
FUTURE DIRECTOR
John Journee
BCom, CFinstD, MAICD
Executive Director
John was appointed Interim CEO in
May 2024. Upon this appointment
he ceased to be an Independent
Director, but has continued as an
Executive Director of the Company.
John has had an extensive retail
career, including executive
experience across sectors that
span general merchandise,
fashion apparel, FMCG, consumer
electronics, telecommunications,
hospitality and electricity
retailing. His career has included
15 years with The Warehouse
Group, starting as a joint-venture
partner in 1990 and progressing
through senior roles in operations,
marketing, merchandise,
international sourcing and business
development. John has also held
CEO roles with Noel Leeming and
foodservice distributor Southern
Hospitality.
COMMITTEES
• Health, Safety and Wellbeing
Committee
• Environmental and Social
Sustainability Committee
• Disclosure Committee
OTHER DIRECTORSHIPS
• Farmlands Society
• Colonial Motor Company
Limited
• Data Insights Group,
Advisory Board
OUR BOARD
The Warehouse Group Integrated Annual Report 20247475Our Board
EXECUTIVE LEADERSHIP TEAM
Richard Parker
Chief Human Resources Officer
Richard joined The Warehouse
Group in March 2019 as General
Manager, People Experience,
Remuneration and Employee
Relations. In August 2020, he
was promoted to Chief Human
Resources Officer. Richard is
responsible for attracting and
retaining world-class retail talent
by making The Warehouse Group
the best place to work in New
Zealand.
Previously, he held several senior
human resources and corporate
legal roles at a number of New
Zealand’s leading organisations.
Richard began his career as a
litigation lawyer at Chapman
Tripp before moving to Fletcher
Challenge as corporate legal
counsel where he was involved
in significant mergers and
acquisitions and corporate
restructuring activity for the
Forestry division.
Subsequent to Fletcher Challenge
Richard held senior HR roles at
Telecom (now Spark) as General
Manager, HR Service Delivery
and Assistant General Counsel
Employee Relations and then
Television New Zealand as General
Manager, People and Talent. He
holds an LLB (Hons) and MPhil
(Hons) from the University of
Auckland.
John Journee
BCom, CFinstD, MAICD
Executive Director
John was appointed Interim CEO in
May 2024. Upon this appointment
he ceased to be an Independent
Director, but has continued as an
Executive Director of the Company.
John has had an extensive retail
career, including executive
experience across sectors that
span general merchandise,
fashion apparel, FMCG, consumer
electronics, telecommunications,
hospitality and electricity
retailing. His career has included
15 years with The Warehouse
Group, starting as a joint-venture
partner in 1990 and progressing
through senior roles in operations,
marketing, merchandise,
international sourcing and business
development. John has also held
CEO roles with Noel Leeming and
foodservice distributor Southern
Hospitality.
Anna Shipley
Chief Corporate Affairs Officer
Anna leads our Corporate Affairs
function and strategic approach,
shaping and sharing the stories
that matter most to our business
and team, as well as with Kiwis
across the country.
She joined The Warehouse
Group in 2021 as the Chapter
Area Lead for Corporate Affairs
and was appointed to the Group
Leadership Team as the Chief
Corporate Affairs Officer in 2022.
Prior to joining The Warehouse
Group in 2021, she was General
Manager Corporate Affairs
at BNZ, as well as Director of
Communications for Nokia China
and APAC based in Beijing, and
Head of Communications for
Nokia UK based in London.
Executive Leadership Team
Mark Stirton
Chief Financial Officer
Mark joined us as Chief Financial
Officer in April 2024. Before this he
was the Chief Financial Officer at
Mr Price Group in South Africa, one
of the largest retailers there with
over 2,700 stores. Mark was with
Mr Price for almost 10 years, joining
the company as Group Finance
Head of Strategic Projects in June
2014 before moving into the Group
Financial Director role.
Prior to this, he was the Group
Commercial Manager of Strategic
Business Development and
Pharma Affairs at Pharma Group
for a year and managing director
of Eurotap Investments for eight
years. Mark’s career started at
PricewaterhouseCoopers (PwC) as
an articled clerk. He is a qualified
CA (SA) and FCMA with multiple
MBAs in accounting and finance,
digital business, as well as business
administration and management
from global universities, including
the University of Barcelona.
Tania Benyon
Executive General Manager
Merchandise
Tania began her retailing career
as a product manager for Noel
Leeming Group (NLG) in 1999,
becoming merchandise manager
for NLG before joining The
Warehouse Group when she
moved to Warehouse Stationery
in 2007 as General Manager
Merchandise.
In her role as Executive General
Manager Merchandising, Tania
is responsible for sourcing and
building the best assortment of
products for customers across
brands including The Warehouse,
Warehouse Stationery and
Noel Leeming.
Previously she held a range of
senior executive positions within
the Group, including Executive
General Manager Merchandise
and Marketing at The Warehouse,
and a director of the Group’s
chocolate subsidiary, Waikato
Valley Chocolate.
In 2014, Tania was appointed
CEO Group Sourcing Support in
addition to her role as Executive
General Manager Trading for
The Warehouse. In that role, she
oversaw the day-to-day trading of
The Warehouse as well as product
sourcing and supply across the
Group, leveraging its scope and
scale in the New Zealand market
to create and source innovative
products that Kiwis need at
everyday low prices.
Jason Bell
Chief Operating Officer Noel Leeming
Jason has spent three decades
working at Noel Leeming in a
variety of roles, starting in the
Merchandise Team as an Appliance
Buyer. He has held various buying
roles across Noel Leeming before
being appointed to Executive
General Manager of Merchandise
in 2002. In June 2024, Jason
stepped into the newly formed role
of Chief Operating Officer of Noel
Leeming, leading the team of over
1,500 people, and sitting on our
executive leadership team.
He has a strong retail background,
also working for Farmers Trading
Company Limited before joining
with Noel Leeming. Jason is proud
to continue the legacy of enriching
Kiwis' lives with exceptional
products and services, through our
team of passionate experts.
Jason holds a Postgraduate
Diploma in Business Administration
from the University of Auckland.
Ian Carter
Executive General Manager Operations
Ian joined The Warehouse Group
in 2019. Beginning in the role of
Executive General Manager of
Operations, he was appointed
Chief Store Operations Officer
in 2021. Ian is responsible for
developing and implementing
store operation strategies that
maximise store sales and deliver
exceptional in-store experiences
for our customers.
He has an extensive background
in leading large retail operations
and empowering customer service
and property teams. Ian moved
to New Zealand in 2019 from the
United Kingdom, where he held
leadership roles with McKesson,
Halfords and B&Q.
Before joining The Warehouse
Group, he was based in the UK at
McKesson, a large pharmaceutical
healthcare provider, as Director
of Operations. At McKesson, Ian
was responsible for reviewing
and redefining the Retail Support
Operations functions to help
deliver transformative change
within the group.
Prior to McKesson, he spent six
years at Halfords leading large
retail operations and empowering
customer service and property
teams. As Group Retail and
Property Director there, Ian was
responsible for the profitable
operation of 455 stores, managing
key teams and leading the
development and implementation
of the company's five-year
strategic plan.
Mark Anderton
Executive General Manager Sourcing
and Supply Chain
Mark joined the executive
leadership team in October
2023 as Chief Sustainability
and Sourcing Officer before
moving into the role of EGM
Sourcing and Supply Chain in
June 2024. He started out at
The Warehouse Hastings when
he was just 19 years old before
joining the fast-track management
programme at our Napier store.
Mark rose to Assistant Manager
in Napier and, after finishing his
accounting degree, he moved to
our head office where he worked
on operational efficiency projects,
as a buyer, and later as General
Manager of Home. He left the
Group for a while before returning
to lead our hardgoods sourcing
team and subsequently our global
sourcing team.
The progress Mark and his team
have made with suppliers, ethical
sourcing and growing our range
of sustainable products has been
significant. He is based in our
Chinese sourcing office in Shanghai
and visits New Zealand often.
The Warehouse Group Integrated Annual Report 20247677
This governance statement was approved by the Board on 25 September 2024
and is current as at that date.
Principle 1 – ETHICAL STANDARDS
“Directors should set high standards of ethical behaviour, model this behaviour and
hold management accountable for these standards being followed throughout the
organisation.”
The Company is committed to fostering the highest standards of ethical behaviour
and good conduct. We believe this is at the heart of having a reputation as a
trusted and respected company that promotes honesty, integrity and ethical
conduct across the organisation in decision-making and day-to-day behaviour.
Code of Ethics
The Company’s Code of Ethics sets out the standards of conduct expected of
everyone working at The Warehouse Group, including Directors, team members,
contractors and any other person engaged by the Company. The Code of Ethics
sets out the principles that guide decision-making and sets expectations of the
conduct that is consistent with the Company’s values and behaviours, business
goals and legal obligations. An introduction to the Code of Ethics forms part of the
induction and training process of new employees.
The Company has an external hotline and web address (managed by an
independent third party), which any employee can contact confidentially if they
wish to report any misconduct or other concerning behaviour at The Warehouse
Group, including breaches of the Code of Ethics.
The Code of Ethics also outlines the potential consequences of, and internal
reporting procedures for, any breaches. Sanctions for breaches may include serious
disciplinary action, removal from office and dismissal, to the extent permitted by
law and as appropriate given the specific circumstances.
The Code of Ethics is available in the Corporate Governance section of the
Company’s website.
Financial Products Trading Policy
The Company is committed to transparency and fairness in dealing with all its
stakeholders and to ensuring adherence to all applicable laws and regulations.
The Financial Products Trading Policy governs trading in the Company’s securities
by Directors, team members and other associated persons. The policy and timing
of black-out periods is set out in the Financial Products Trading Policy, which is
available in the Corporate Governance section of our website.
Principle 2 – BOARD COMPOSITION AND
PERFORMANCE
“To ensure an effective board, there should be a balance of independence, skills,
knowledge, experience and perspectives.”
Responsibilities of the Board
The central role of the Board is to set the strategic direction of the Company, to
select and appoint the Company’s Group Chief Executive Officer (CEO) and to
oversee the Company’s management and business activities, with the primary
objective to create and continue to build sustainable value for shareholders.
This requires consideration of and regular engagement with all stakeholders that
are critical to our success, including shareholders, employees, customers, suppliers
and communities, as determined by the Company and the Board.
The Board Charter, which is available in the Corporate Governance section of the
Company’s website, sets out how the Board will achieve its purpose. The Charter is
reviewed at least every two years and it was last reviewed in September 2024, with
the next review due in September 2026. The Board’s responsibilities, as described
in the Charter, are set out in the adjacent table.
Management and administration of the Company is undertaken by the Group CEO,
who is assisted by the executive leadership team, in accordance with the strategy,
plans and delegations approved by the Board. The Board has implemented
appropriate procedures to enable Management to undertake its delegated
duties and for performance to be assessed. More information can be found in the
Remuneration section on page 83.
Strategy and
Planning
• Set strategic direction and appropriate operating
frameworks
• Monitor Management’s performance within those
frameworks
People Resources• Ensure that the Board is and remains appropriately
skilled to meet the changing needs of the Company
• Ensure there are adequate resources available to meet
the Company’s objectives
• Appoint and remove the Group CEO and oversee
succession plans for the executive leadership team
• Set criteria for, and evaluate the performance of, the
Group CEO and approve their remuneration
• Annually review, approve and adopt the Diversity and
Inclusion Policy and diversity objectives, and measure
achievement against the objectives
Financial
Performance
and Risk
• Approve and monitor financial reporting and capital
management including the payment of dividends
• Monitor the financial solvency of the Company
• Subject to shareholder approval being granted, approve
the appointment and retention of the external auditor,
and fix the fees and expenses
• Ensure that effective risk management procedures are
in place and are being used
Health and Safety• Ensure, so far as is reasonably practicable, a safe
and healthy working environment is provided and
maintained for all employees, customers, contractors
and visitors
Ethical Behaviour
and Corporate
Governance
• Promote and authorise ethical and responsible
decision-making by the Company
• Ensure the Company has appropriate corporate
governance structures in place including standards of
ethical behaviour
• Approve timely and balanced communication to
shareholders
• Regularly review, approve and adopt the
environmental and social sustainability strategy, and
measure achievement against agreed key performance
indicators
Board responsibilities
79The Warehouse Group Integrated Annual Report 202478Governance Report
The Board
The Board comprises eight Directors: Joan Withers (Chair), John Journee
(Executive Director), Tony Balfour, Tony Carter, Dean Hamilton, Caroline
Rainsford, Rachel Taulelei and Robbie Tindall. Director profiles are
available on pages 74 to 75.
Chair
Joan Withers is the chair of The Warehouse Group Board. She was first
appointed in 2016 and is an independent, non-executive director whose
responsibilities include:
• Providing leadership to the Board and to the Company
• Ensuring the efficient organisation and conduct of the Board
• Monitoring Board performance annually
• Facilitating Board discussions to ensure core issues facing the Company are
addressed
• Briefing all Directors in relation to issues arising at Board meetings
• Facilitating the effective contribution and ongoing development of
all Directors
• Promoting consultative and respectful relations between Board members
and between the Board and Management
• Chairing Board and shareholder meetings
• The Warehouse Group Board Charter states that the Board Chair must not
also be the Company’s Chief Executive Officer
Director Appointments
Procedures for the appointment and removal of Directors are governed
by the Company’s Constitution and the NZX Listing Rules. The Corporate
Governance and Nominations Committee is delegated responsibility for
identifying and nominating, for the approval of the Board, candidates to fill
Board vacancies as and when they arise. In doing so the Committee will seek
to identify the necessary and desirable competencies which will ensure that
any candidate it puts forward will enable the Board to:
• Fulfil its responsibilities
• Represent a variety of skills, expertise and experience (including commercial
and/or industry experience and diversity of background
and thought)
• Competently address accounting, finance and legal matters
The terms and conditions of appointment are set out in a letter of
appointment that details the Director’s duties, term of appointment (subject
to shareholder approval), expectations of the role and remuneration. A copy
of the standard letter is available in the Corporate Governance section of
the Company’s website.
The Company indemnifies and provides insurance to Directors in accordance
with the Companies Act 1993, for certain claims that may be brought against
them as Directors.
Relevant Board Skills to execute Group Strategy
Joan
Withers
John
Journee
Robbie
Tindall
Tony
Balfour
Dean
Hamilton
Rachel
Taulelei
Caroline
Rainsford
Tony
Carter
Industry specific
Operational experience in the retail industry
Brand, marketing and customer experience
Integrated retail experience
Digital and technology experience
Direct sourcing experience
Logistics experience
Specific to Group strategy
Development of a high-performance culture
Senior leadership of change management at scale
Transformation and business disruption experience
Innovation and entrepreneurism
Government relations
Union relations
Environment and Corporate Social Responsibility experience
Subject-matter expertise
Development and execution of business strategy
Governance experience
Large-company leadership experience
Finance/accounting expertise
Audit committee/risk management experience
Regulatory knowledge and experience
Health and safety experience
HR/Learning and development experience
Financial markets experience
Community and iwi relationships
Shareholder and investor relations experience
Primary skills
Secondary skills
Director Induction and Development
When appointed to the Board, all new Directors undergo a detailed
induction programme to familiarise them with the Company’s businesses
and strategy.
Ongoing training includes briefings by senior management and guest
speakers on relevant industry and competitive issues and site visits.
Director Independence and Conflicts
The factors that the Board considers when determining the independence of a
Director, including the requirements of the NZX Corporate Governance Code,
are set out in full in the Board Charter. The Board assesses the independence of
each Director on their appointment and at least annually thereafter.
Of the Board’s eight Directors, Joan Withers (Chair), Tony Balfour, Tony Carter,
Dean Hamilton, Caroline Rainsford and Rachel Taulelei are considered to be
independent non-executive Directors. The Board acknowledges the length of
tenure of Tony Balfour as a Director will be 12 years in October 2024. The Board
considers that Tony continues to bring an independent view to all discussions
relating to the Company. In addition, new Directors were appointed in each of
2020, 2021, 2022 and 2024, and the Board considers that the retention of the
institutional knowledge held by Tony Balfour remains valuable to the Board.
Robbie Tindall is not considered to be independent, by virtue of his association
with various shareholdings in the Company. John Journee was previously
considered to be independent, but ceased to be so once he was appointed
Interim Group CEO from 20 May 2024.
The Board is conscious of its obligation to ensure that Directors avoid conflicts
of interest between their duty to the Company and their own interests. Where
potential conflicts of interest arise then the Director must disclose their interest.
Directors and team members are required to minimise any potential conflicts, in
accordance with the Company’s Code of Ethics. .
Board Structure, Skills and Composition
The Board comprises Directors with a mix of qualifications, skills and experience
appropriate to the Company’s existing operations and strategic direction.
A comprehensive matrix of Director skills is set out below, and qualifications
and experience of individual Directors are detailed on pages 74 to 75.
Future Directors Programme
Continuing the Company’s commitment to supporting the next generation
of governance talent in New Zealand as part of the Future Directors initiative
administered by the New Zealand Institute of Directors, the Board appointed
Jeremy O’Brien as a Future Director in April 2023.
Takeover Protocols
The Company has takeover protocols in place that meet the requirements of the
NZX Corporate Governance Code.
CORPORATE GOVERNANCE
The Warehouse Group Integrated Annual Report 20248081Governance Report
Name of DirectorOriginally AppointedLast Reappointed/Elected
Joan Withers23 September 201625 November 2022
Antony (Tony) Balfour15 October 201226 November 2021
John Journee17 October 201326 November 2021
Dean Hamilton20 April 202024 November 2023
Robert (Robbie) Tindall
27 November 202027 November 202024 November 2023 24 November 2023
Rachel Taulelei12 February 2021
26 November 202126 November 2021
Caroline Rainsford30 August 2022
25 November 202225 November 2022
Antony (Tony) Carter1 May 2024
N/A
Board Evaluation
The Chair, with the assistance of appropriate external advisors, regularly assesses
the performance of individual Directors, while Directors also assess the collective
performance of the Board and the performance of the Chair. Formal, external
facilitated evaluations are conducted regularly, with one undertaken in 2023.
Board Tenure
The Constitution provides that the minimum size of the Board shall not at
any time be fewer than five and the Board has fixed the maximum number of
Directors to be 10. Each year, any Director who is required by the NZX Listing
Rules or the Company’s Constitution to retire will retire from office and may offer
themselves for re-election at the Annual Shareholders’ Meeting.
The Board does not believe that any Director has served on the Board for a
period which could, or could reasonably be perceived to, materially interfere
with the Director’s ability to act in the best interests of the Company. New
Directors were appointed to the Board in 2020, 2021, 2022 and 2024, and the
Board considers that it has an appropriate balance of tenure.
0-4 years
4-7 years
7+ years
Director Tenure
COMMITTEEROLES AND RESPONSIBILITIESMEMBERSHIPMEETINGS
People and
Remuneration
Committee
Review and make recommendations in relation to the human
resources strategy, the Company’s remuneration policies
and practices, and the remuneration and performance of the
Group Chief Executive Officer.
Comprised a majority of non-executive, independent
Directors.
Current members:
• Tony Balfour (Chair)
• Joan Withers
• Robbie Tindall
• Rachel Taulelei
• Caroline Rainsford
At least twice a year
Corporate
Governance and
Nominations
Committee
Ensure a high level of corporate governance through
continuous monitoring of international corporate governance
best practice as promulgated by the relevant authoritative
bodies. Ensure that the Board is populated with an
appropriate mix of skills and experience among its members,
who collectively provide the diversity of thought and
judgement required.
Comprised a majority of independent directors.
Current members:
• Joan Withers (Chair)
• Tony Balfour
• Dean Hamilton
• Robbie Tindall
At least twice a year
Disclosure
Committee
Support the Company in meeting its disclosure obligations as
set out in the NZX Listing Rules, the Companies Act 1993 and
any other applicable regulations.
Comprised the Board Chair, Chair of the Audit and
Risk Committee, Group Chief Executive Officer, Chief
Financial Officer, Disclosure Officer and any other
Director appointed by the Board as a member.
Current members:
• Dean Hamilton (Chair)
• Joan Withers
• Robbie Tindall
• Group CEO, CFO and Company Secretary
Held as required
Audit and Risk
Committee
Assist the Board to fulfil its audit and risk responsibilities.Comprised at least three non-executive Directors,
the majority of whom must be independent. The Chair
will be independent and may not be the Chair of the
Company.
Current members:
• Dean Hamilton (Chair)
• Joan Withers
• Tony Carter
At least quarterly
Health, Safety
and Wellbeing
Committee
Assist the Board to govern health, safety and wellbeing.Comprised all Directors.
Chair: Tony Carter
At the discretion of
the Committee Chair
or if requested by any
committee member
or the Group Chief
Executive Officer
Environmental
and Social
Sustainability
Committee
Assist the Board to govern the Company’s environmental,
social and sustainability responsibilities.
Comprised of at least three non-executive
Directors, with the Chair of the Board and the
Group Chief Executive Officer, as ex-officio members
if not formal members.
Current members:
• Rachel Taulelei (Chair)
• Tony Balfour
• John Journee
• Joan Withers
At least four times
each year
Principle 3 – BOARD COMMITTEES
“The board should use committees where this will enhance its effectiveness
in key areas, while still retaining board responsibility.”
The Board has established committees that focus on particular areas of
the Board’s responsibilities and together ensure the efficient performance
of the Board, and the achievement of corporate governance outcomes.
The committees report to the Board on all material matters and issues
requiring Board decisions. From time to time, the Board may create ad hoc
committees to examine specific issues on its behalf. The current committee
structure is set out in the table below.
Board
Audit
and Risk
Committee
People and
Remuneration
Committee
Corporate
Governance and
Nomination
Committee
Health, Safety
and Wellbeing
Committee
Disclosure
Committee
Environmental
and Social
Sustainability
Committee
Number of Meetings
20741393
Joan Withers
20741293
Tony Balfour
19
4
122
John Journee
19623
Tony Carter1
41
Dean Hamilton
177129
Caroline Rainsford
1733
Rachel Taulelei
20322
Robbie Tindall
17133138
Julia Raue2
15632
1
Appointed to the Board on 1 May 2024, and as Chair of the Audit and Risk Committee and member of the Health, Safety and Wellbeing Committee effective 1 June 2024.
2
Resigned from the Board effective
31 May 2024.
3
Non-committee member in attendance.
BOARD MEETINGS AND ATTENDANCE
The table below outlines the number of meetings of the Board and Board committees during the year ended 28 July 2024 and Director attendance at these meetings.
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.”
The Board is committed to providing full and timely financial and
non-financial information that is accurate, balanced, meaningful and
consistent. As a listed company, keeping the market informed is a key
component to ensuring that its securities are valued fairly.
Market Disclosure Policy
The Company has a Market Disclosure Policy that describes the
processes designed to ensure that the Company meets its reporting
and disclosure objectives and all disclosure obligations under the NZX
Listing Rules.
To assist the Company with its Market Disclosure Policy, the Board has
appointed a Disclosure Committee. The Committee is responsible for
making decisions on what should be disclosed publicly under the Market
Disclosure Policy. The Company Secretary is the Disclosure Officer of
the Company and has responsibility for ensuring compliance with the
continuous disclosure requirements and overseeing and co-ordinating
disclosure to the market.
Publication of Key Governance Documents
The Company publishes its Code of Ethics, Board and Committee
Charters, Director Letter of Appointment and key Company policies in the
Corporate Governance section of its website, thewarehousegroup.co.nz.
Financial Reporting
The Audit and Risk Committee oversees the quality and integrity of
external financial reporting including the accuracy, completeness
and timeliness of financial statements and is committed to providing
balanced, clear and objective financial reporting.
It reviews half-yearly and annual financial statements and makes
recommendations to the Board concerning accounting policies, areas of
judgement, compliance with accounting standards, stock exchange and
legal requirements, and the results of the external and internal audit.
Management accountability for the integrity of the Company’s financial
reporting is reinforced by certification from the Group CEO and the
Group CFO. The Group CEO and CFO have provided the Board with
written confirmation that the Company’s financial report presents a true
and fair view, in all material respects, of the Company’s financial position
for the year ended 28 July 2024, and that operational results are in
accordance with relevant accounting standards.
Non-financial Reporting
Our communities, our people and the environment are at the heart of
the Company’s culture and values. The Company reports annually its
financial and non-financial contribution to the community, key people
metrics including health and safety, as well as audited figures on its
greenhouse gas emissions. The Company’s philosophy, achievements,
and material environmental, economic and social risks are outlined in its
Integrated Report.
Principle 5 – REMUNERATION REPORT
“The remuneration of directors and executives should be transparent, fair and
reasonable.”
Group Remuneration Philosophy
The Group’s Remuneration Policy supports the Group in attracting, retaining
and motivating high-calibre diverse team members to achieve the Company’s
business objectives and create shareholder value.
The Group’s Remuneration Policy is guided by the principles that remuneration
practice should:
• Be clearly aligned with the Group’s vision, values and corporate strategy
• Support the attraction, retention and engagement of team members
• Appropriately reflect market practice and conditions
• Recognise individual performance and competency
• Recognise team and company performance and the creation of
shareholder value
Executive Leadership Team Remuneration
The Chief Executive Officer and direct reports to the Chief Executive Officer
(“executive leadership team” or “ELT”) have their remuneration reviewed annually
by the People and Remuneration Committee and from time to time a third-party
remuneration consultant is also used to benchmark the total remuneration
packages of the ELT against a peer group of companies. The People and
Remuneration Committee recommends to the Board for approval any proposed
changes. The ELT’s remuneration is made up of the following components:
• Fixed annual base salary
• Short-term incentives based on the Group’s financial targets and individual
performance targets
• Long-term incentives based on Total Shareholder Return with cost of equity
plus 1% being used as the performance measure over a three-year period
ELT members are also eligible to receive an employer KiwiSaver contribution of up to a
maximum of 3% of gross taxable earnings if they belong to the KiwiSaver scheme.
Short-Term Incentives
The Group’s short-term incentive (STI) scheme for the ELT is designed to link
at-risk incentive payments to the achievement of the Group’s desired financial
outcomes and to recognise participants’ individual contribution to the Group's
success. The targets are reviewed and set each year. In FY24, Group Earnings
Before Interest and Tax (EBIT) was set as the financial measure, to ensure that
the Group linked its planned operational profit growth to incentive payments.
The financial component was weighted at a total of 70% of the total on-target
incentive. For the individual component, each participant was set a number of
objectives and key results, and the weighting for individual performance was
30% of the total on-target incentive. The STI on-target dollar value for each ELT
participant ranges from 40-50% of base salary. The maximum payment under
the STI scheme is reviewed and set each year and this year was 120% of the on-
target dollar value. In FY24, no STI payments were made as the EBIT target was
not achieved. However one executive had previously been granted a retention
incentive of 50% of their STI and that was paid out in FY24. For FY25 the STI
targets will be weighted to 100% on financial performance.
CORPORATE GOVERNANCE
The Warehouse Group Integrated Annual Report 20248283Governance Report
Board/Committee NamePositionFees (Per Annum)
Board of Directors
Chair
1
$182,600
1
Member $87,000
Audit and Risk Committee
Chair $27,500
Member $10,000
People and Remuneration Committee
Chair $25,000
Member $6,600
Health, Safety and Wellbeing Committee
Chair $20,000
Member –
Environmental and Social Sustainability Committee
Chair$20,000
Member $6,600
Corporate Governance and Nomination Committee
Chair –
Member –
Disclosure Committee
Chair –
Member –
1
Includes attendances at committee meetings
The current Directors’ fee pool limit is $990,000, which was approved by the shareholders at the 26 November 2021 Annual Shareholders' Meeting. Fees are
paid for Board and committee roles as indicated below. Directors are reimbursed for reasonable travel and other costs associated with fulfilling their role.
The Chair does not receive additional fees for membership of Board committees.
DIRECTOR REMUNERATION FY24
Director Remuneration
Name of Director
Board
Fees
Audit
and Risk
Committee
People and
Remuneration
Committee
Corporate
Governance
and Nominations
Committee
Disclosure
Committee
Health, Safety
and Wellbeing
Committee
Environmental
and Social
Sustainability
Committee
Shares
and Other
Payments
or Benefits
Total
Individual
Remuneration
Joan Withers
(Chair)
$182,600
(Chair)
-
(member)
-
(member)
-
(Chair)
-
(member)
-
(member)
-
(member)
- $182,600
Tony Balfour $87,000 -
$25,000
(Chair)
-
(member)
-
–
(member)
$6,600
(member)
- $118,600
Tony Carter¹$21,750
$1,667
(member)
$3,333
(Chair)
$26,750
John Journee² $69,694
$8,011
(member until
19 May 2024)
-
(member
since 20 May
2024)
–
(member)
$5,287
(member)
-$82,991
Dean Hamilton $87,000
$27,500
(Chair)
-
(member)
-
(Chair)
–
(member)
-- $114,500
Caroline
Rainsford
$87,000
$6,600
(member)
- –
–
(member)
-$93,600
Julia Raue
3
$72,500
$8,333
(member)
--
$16,667
(Chair)
$5,500
(member)
-$103,000
Rachel Taulelei $87,000
$6,600
(member)
- –
–
(member)
$20,000
(Chair)
-$113,600
Robbie Tindall $87,000 -
$6,600
(member)
-
(member)
–
(member)
–
(member)
--$93,600
1
Tony Carter was appointed to the Board effective 1 May 2024, and was appointed as an Audit and Risk Committee member and the Chair of the Health, Safety and Wellbeing
Committee effective 1 June 2024.
2
John Journee was appointed as Interim Group CEO from 20 May 2024 and ceased being paid as an Independent Director from this date.
3
Julia Raue resigned from the Board effective 31 May 2024.
The fees paid to non-executive Directors for services in their capacity as Directors during the year ended 28 July 2024, totalling $929,241, were paid as set out below.
Long-Term Incentives
Members of the ELT are eligible to participate in the Group’s long-term
incentive (LTI) scheme. The objective of the LTI scheme is to:
• Ensure the LTIs of the eligible ELT members are closely aligned with
shareholder outcomes
• Provide an incentive to eligible ELT members who are considered to
be key to the future success of the Group, to retain the services of
those eligible ELT members in the future
• Provide a longer-term recognition and reward for the eligible ELT
members’ contribution to the future success of the Group
The FY24 LTI scheme was a cash-settled scheme and the performance target
was absolute Total Shareholder's Return (TSR) against the Group’s cost of
equity plus 1% over a three-year performance period. The LTI on-target dollar
value for each ELT participant was 40% of base salary and the Chief Executive
Officer’s was 50% of base salary. Payment under the scheme is capped and
that cap is reviewed each year. The current cap is 150% of the on-target
dollar value. The hurdle rate for the three-year period ending in FY24 was not
achieved and accordingly no LTI is payable for this latest tranche.
DIRECTORS' REMUNERATION
DescriptionPerformance Measures
Percentage
Achieved
Short-Term Incentive
(STI)
Set at 50% of base salary for on-target performance.
Combination of financial and non-financial performance
measures.
Financial measures: 70% weighting:
The financial measures are based on achieving Group EBIT
budget (excluding STI).
0%
For this to be payable, the Group must firstly achieve
a gate opener of 90% of the Adjusted Net Profit After
Tax (NPAT) budget and a minimum level of individual
performance must be achieved.
Individual measures 30% weighting:
Individual goals relate to delivery of strategic priorities, delivering
core business drivers and building capabilities.
0%
Long-Term Incentive
(LTI) for the 3 years
FY21-FY23
Cash-based scheme. Potential 50% of base salary for
on target performance.
100% weighting based on absolute TSR against the
Company’s cost of equity plus 1% over a three-year
performance period. 100% of potential paid if the target is
achieved, increasing to a maximum of 125% for achievement
of 500 BPS or more against the target.
0%
Remuneration Component
Description
Target Value
Fixed Remuneration*Annual Base Salary 1,600
KiwiSaver annualised 48
Short-Term Incentive (STI)
No STI applicable in this package-
Long-Term Incentive (LTI) No LTI applicable in this package-
Annual Total PackageAnnual Total Fixed Remuneration
1,648
Base PackagePay for Performance
Salary
Ta xab l e
BenefitsSubtotalSTILTISubtotal
Additional
Payment
Total
Remuneration
John Journee 323 9 332 000332
Nick Grayson1,3541231,477
56705672,176
4,220
YearGroup CEOTotal Earnings Paid BaseTaxable BenefitsSTISTI as % of MaximumLTIAdditional Payment
2024
John Journee
3323239
---
2024Nick Grayston4,220 1,354 123 567 --
2,176
2023Nick Grayston2,7931,5888118920%935
189
2022Nick Grayston3,5681,51310387797%1,075
2021Nick Grayston2,3781,46169--848
2020Nick Grayston2,8621,46197--1,304
REMUNERATION REPORT
1. CEO Remuneration 2024 ($ 000s)
2. Five year Summary of CEO Remuneration ($ 000s)
3a. Breakdown of Nick Grayston’s CEO Remueration Package Structure (2024) ($ 000s)
3b. Breakdown of Interim Group CEO’s Remuneration Package Structure (2024) ($ 000s)
Explanation of the above items
1. Nick Grayston left the Group in May 2024. The additional payment was his contractual entitlement on termination of his employment plus a discretionary
payment of three months’ notice paid in lieu.
2. Nick Grayston’s STI payment of $567,183 was the second instalment of the FY22 discretionary deferred STI scheme and did not relate to the Group’s FY24
financial performance. The first instalment of this discretionary payment was paid in FY23 and the amount of the second tranche of the payment was
foreshadowed and detailed in the FY23 Remuneration Report.
3. John Journee joined the Group in May 2024 as Interim Group CEO. John’s remuneration is solely fixed remuneration with no STI or LTI available.
4. The actual remuneration paid includes holiday pay paid as per New Zealand legislation.
5. Taxable benefits are the value of employer KiwiSaver contributions.
CORPORATE GOVERNANCE
* The fixed remuneration amounts above are the annual value of the CEO’s remuneration package and the payments made during FY24 set out in section 1 are a pro-rata of that annual value.
Remuneration Component*
Description
Target Value
Fixed RemunerationAnnual Base Salary1,588
KiwiSaver annualised48
Short-term Incentives (STI)Target value of STI794
Long-term Incentives (LTI)Target value of LTI794
Annual Total PackageAnnual Total Package at Target3224
* The fixed remuneration amounts above are the annual value of the CEO’s remuneration package and the payments made during FY24 set out in section 1 are a pro-rata of that annual value.
The STI and LTI values are the on-target amounts. The actual payments for both STI and LTI, which would have been payable in FY25, were $0.
The Warehouse Group Integrated Annual Report 20248485Governance Report
Year Invited% of SalarySettlementPerformance PeriodMeasurePayment Outcome
FY2250%Cash/Shares
August 2021 to July
2024
Absolute TSR against the Company’s cost of equity plus 1% over a
three-year performance period
Nil
FY2350%Cash
August 2022 to July
2025
Absolute TSR against the Company’s cost of equity plus 1% over a
three-year performance period
Nil
FY2450%Cash
August 2023 to July
2026
Absolute TSR against the Company’s cost of equity plus 1% over a
three-year performance period
Nil
DescriptionPerformance Measures
1. TSR MethodologyTotal Shareholder Return has been calculated as the movement in the share price during the period plus any dividends paid.
2. Board Discretion
The Board of Directors exercised discretion with regard to Nick Grayston’s FY22 STI as set out in the notes in section 2 above and in
respect of three months’ notice paid in lieu on the termination of his employment.
3. OmissionsNo information has been omitted relating to CEO remuneration.
4. Any Other ItemsThere are no other items payable to the CEO that have not been disclosed.
5. BenefitsThere are no benefits attributable to the CEO due to any loans made.
6. WithholdingsNo part of the CEO remuneration has been withheld for any purpose.
7. Related PartiesNo related parties are involved with the CEO remuneration.
*Nick Grayston’s participation in the above three LTI schemes, which were in effect during FY24, was terminated with the termination of his employment in
May 2024, and no payments were made to him, or will be made.
The ratio of CEO total remuneration to the median The Warehouse Group employee total remuneration paid in FY24 is 43:1. This ratio reflects the fact that
approximately 80% of The Warehouse Group’s 10,000 team members are employed in its stores and distribution centres and are paid retail market rates for
those roles.
The CEO's total remuneration decreased by 21% while the median employee remuneration increased 4% in FY24, resulting in a compensation ratio of –5.25,
being the ratio of percentage decrease in CEO total compensation to the increase in median total compensation for all employees.
We note that the above numbers have been calculated using Nick Grayston's FY24 total remuneration paid in the year with his base salary being annualised for
appropriate year on year comparison. We have excluded Nick Grayston’s termination payments from this total remuneration calculation.
7. Nick Grayston LTI Schemes*
8. Additional Disclosures
Remuneration
($ 000)
Number of
Team Members
100 – 110115
110 – 12090
120 – 13096
130 – 14064
140 – 15080
150 – 16032
160 – 17026
170 – 18042
180 – 19041
190 – 20021
200 – 21022
210 – 22016
220 – 23010
230 – 24017
240 – 2504
250 – 26010
260 – 2703
270 – 280
5
694
Remuneration
($ 000)
Number of
Team Members
280 – 2903
290 – 3001
300 – 3103
310 – 3203
320 – 3301
330 – 3403
340 – 3503
350 – 3602
360 – 3703
370 – 3801
390 – 4001
400 – 410
2
410 – 4202
420 – 4301
430 – 4401
440 – 4503
450 – 4601
460 – 470
1
35
Remuneration
($ 000)
Number of
Team Members
470 – 4801
480 – 4901
500 – 5101
520 – 5303
540 – 5501
570 – 5801
580 – 5901
590 – 6001
700 – 7101
750 – 7601
780 – 7901
810 – 8201
840 – 8502
870 – 8801
990 – 1,0001
1,030 – 1,0401
1,340 – 1,3501
4,210 – 4,220
1
21
TEAM MEMBERS’ REMUNERATION
Grouped below, in accordance with section 211(1)(g) of the Companies Act 1993, are the number of team members or former team members, not being
Directors or former Directors, who received remuneration and other benefits valued at or exceeding $100,000 during the accounting period 31 July 2023
to 28 July 2024.
Remuneration includes redundancy payments and termination payments made during the year to team members whose remuneration would not otherwise
have been included in the table reported below.
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.”
Risk Management Framework
Risk is the chance of something happening that will have an impact on
business objectives. Having established an acceptable risk tolerance, the
Company’s approach is to identify, analyse, evaluate and appropriately
manage risk in the business.
Material Risks Identified
Information on material risks the Company faces and how they are managed is
set out on page pages 24 to 25.
Risk Management Roles and Responsibilities
The Board is responsible for reviewing and approving the Company’s risk
management strategy. The Board delegates day-to-day management of risk to
the Group CEO, who may further delegate such responsibilities to executive
and other officers. Inherent in this delegation is the belief that responsibility
for managing risks in the business is the domain of the business unit.
Risk Monitoring and Evaluation
While the Board is ultimately responsible for the risk management of the
Company, the Audit and Risk Committee reviews the reports of Management
and the external and internal auditors on the effectiveness of systems
for internal control, financial reporting and risk management. To assist in
discharging this responsibility, the Board has in place a number of strategies
designed to safeguard the Company’s assets and interests and ensure the
integrity of reporting. These reports include quarterly reviews of store audit
results and quarterly reports on internal audit findings.
Health and Safety
The Company’s approach and process on health and safety matters are set
out on page 32.
Indemnity and Insurance
In accordance with section 162 of the Companies Act 1993 and the
Constitution of the Company, the Company has provided insurance for,
and indemnities to, Directors and certain employees of the Company and
its subsidiaries for losses from actions undertaken in the course of their
legitimate duties.
Principle 7 – AUDITORS
“The Board should ensure the quality and independence of the external
audit process.”
Approach to Audit Governance
The independence of the external auditor is of particular importance
to shareholders and the Board. The Audit and Risk Committee
is responsible for overseeing the external audit of the Company.
Accordingly, it monitors developments in the areas of audit to ensure its
policies and practices are consistent with best practice in these areas.
The Board has adopted a policy on audit independence, the key
elements of which are:
• The external auditor must remain independent of the Company at
all times and must comply with all relevant ethical requirements and
professional standards regarding independence
• The external auditor must monitor its independence and annually
report to the Board that it has remained independent
• The audit firm is permitted to provide certain non-audit services, set
out in the Audit and Risk Committee Charter, that are not considered
to be in conflict with the preservation of the independence of the
auditor
• The Audit and Risk Committee must approve all non-audit work
assignments that are awarded to an external auditor, and the value of
non-audit work must be reported at every Board meeting
Engagement of the External Auditor
The Company’s external auditor is PricewaterhouseCoopers (PwC).
PwC was appointed by the Company’s shareholders at the 2004
Annual Shareholders’ Meeting in accordance with the provisions of the
Companies Act 1993 (Act). PwC is automatically reappointed as auditor
under section 207T of the Act.
Attendance at the Annual Shareholders' Meeting
PwC, as auditor of the 2024 Financial Statements, has been invited to
attend this year’s Annual Shareholders’ Meeting and will be available
to answer questions about the conduct of the audit, preparation
and content of the auditor's report, accounting policies adopted by
the Company and the independence of the auditor in relation to the
conduct of the audit.
The Company’s corporate legal advisors, Russell McVeagh, will also
attend the Annual Shareholders’ Meeting.
CORPORATE GOVERNANCE
5. Five-year Summary of Total Shareholder Return (TSR) Performance
TSR percentage
-40%
-60%
-20%
0%
20%
40%
60%
80%
100%
74.9%
-41.5%
FY21
2.5%
FY22
-13.9%
FY24FY23
-6.1%
FY20
6. Potential CEO Remuneration (2025)
BASE
1,600
1,800
1,200
1,400
400
600
200
800
1,000
0
Dollars $000
4. Retention Incentive Arrangement
In FY23 the Group awarded Nick Grayston 1.6 million share rights in The Warehouse Group Limited as part of a long-term retention incentive arrangement.
In May 2024 that retention arrangement was terminated without payment as one of the preconditions of the arrangement had not been met.
The Warehouse Group Integrated Annual Report 20248687Governance Report
Internal Audit
The Company has an internal audit function that is independent of the Company’s
external auditors. The internal audit function of the Company is undertaken by
Ernst & Young and the Company’s own internal audit team. The respective internal
audit teams report to and are directed by the Audit and Risk Committee.
Each year, the internal audit programme is approved by the Audit and Risk
Committee. The programme of audit work considers the most significant areas
of business risk in the Company and is developed following discussions with
Management, review of the business process model of the Company and
consideration of strategic risks relevant to the Company. The programme also
considers risks in relation to major projects that are planned or currently under way.
The role of internal audit is to:
• Assess the design and operating effectiveness of controls governing key
operations, processes and business risks
• Provide the Board with an assessment, independent of Management, as to
the adequacy of the Company’s internal operating and financial controls,
business processes, systems and practices
• Assist the Board in meeting its corporate governance and regulatory
responsibilities
Principle 8 – SHAREHOLDER RIGHTS AND
RELATIONS
“The Board should respect the rights of shareholders and foster constructive
relationships with shareholders that encourage them to engage with the
issuer.”
The Company is committed to providing a high standard of communication
with its investors. The Company believes effective communication is
achieved by equal access to timely, accurate and complete information that
allows investors to make informed assessments of the Company’s value and
prospects. Investor communication is governed by the Company’s Investor
Communications Policy, a copy of which can be found here:
thewarehousegroup.co.nz/about-us/corporate-governance
The Company has an investor relations programme which includes
communication through:
• Periodic and continuous disclosure to the NZX
• Annual reports
• Climate-related disclosure reports
• The Annual Shareholders’ Meeting
• The Company’s website, which includes financial and operational
information, and key corporate governance information
• Analyst and investor briefings and roadshows
Engagement with Investors
The Company values its dialogue with strategic stakeholders,
institutional and retail investors, and research analysts, and believes
effective engagement benefits both the Company and investors. Annual
Shareholders' Meetings, analyst and investor briefings and roadshows
provide an important opportunity for this dialogue. Shareholders also
have the opportunity to also submit questions and comments through
investors@thewarehouse.co.nz.
Website
The Company’s website contains a comprehensive set of investor-
related material and data, including NZX disclosures and media releases,
interim and annual reports, share price and dividend information,
shareholder meeting materials and the Company’s governance charters
and policies.
Annual Shareholders' Meeting (ASM)
The ASM provides an opportunity for Directors, the Group CEO, the
executive leadership team, and the Company’s external auditor to meet
shareholders and answer any questions they may have.
The ASM is held at a convenient time and location. The 2023 ASM was
held on 24 November 2023. The Notice of Annual Shareholders’ Meeting
was published on 25 October 2023. The 2024 ASM will be held on
22 November 2024.
In accordance with the Companies Act 1993 and NZX Listing Rules, the
Company refers any significant matters to shareholders for approval at the
ASM, and shareholders are given the opportunity to vote by proxy ahead
of the meeting or by polling if attending the meeting in person or online.
ELECTRONIC COMMUNICATION
The Company moved to electronic reporting in 2016, noting a key
component of the Company’s strategy is cost effectiveness and
minimising the Company’s impact on the environment. Shareholders can
request a hard copy of the Annual Report to be mailed to them free of
charge by contacting Computershare, the Company's share registrar.
Shareholders are encouraged to provide their email addresses to
Computershare to enable them to receive all other shareholder materials
electronically.
Computershare Investor Services Limited
Telephone: +64 9 488 8777
Email: enquiry@computershare.co.nz
CELEBRATING DIVERSITY AND INCLUSION
Diversity of gender, skill, age, experience and beliefs are valued and the
provision of equal opportunities for all employees and those looking to join
the Company is fundamental to the way we operate as a business. For the
year ended 28 July 2024 the Board is satisfied that the Company achieved its
gender diversity objectives and other measurable objectives. Details regarding
the Company’s Diversity and Inclusion Policy, goals and performance criteria are
detailed below.
The Group strives to create a workplace where our people can bring their
whole selves to work. Not only is this the right thing to do for our team
members, we also believe that a diverse team and an inclusive workplace
leads to more innovation, better decision-making, more opportunities for all
our people and the communities in which we operate, and better performance
outcomes for the Company. That is why we’re committed to continuously
identifying ways we can improve diversity and inclusivity.
CORPORATE GOVERNANCE
AREA OF FOCUSGENDER
ObjectiveImprove representation of women at senior levels of the business
Target
2023
2024
50% of senior
leadership roles
held by women
Female representation
by role
Female MaleGender
diverse/
not
disclosed
Total % of
female
Female MaleGender
diverse/
not
disclosed
Total % of
female
Board 4 4 – 8 50.0% 3 5 – 8 37.5%
Executives 3 7 – 10 30.0% 2 5 – 7 28.6%
Senior management 25 21 – 4654.3% 21 21 – 42 50.0%
Total leadership2828 – 56 50.0% 23 26 – 4946.9%
Other 5,9924,60218510,77955.6% 5,523 4,130 3 9,65657.2%
Total employees
(excluding Board)
6,0204,63018510,83555.6%5,546 4,156 3 9,70557.1%
Female representation
by employee status
Female MaleGender
diverse/
not
disclosed
Total % of
female
Permanent5,0453,8351389,018 55.9% 4,646 3,436 2 8,08457.5%
Fixed term91911219446.9% 60 36 – 9662.5%
884704351,62354.5%
Casual 840 684 1 1,525 55.1%
Female representation by
full/part-time employment
Female MaleGender
diverse/
not
disclosed
Total % of
female
Full-time 2,670 2,309 – 4,97953.6%
Part-time2,0361,16823,20163.6%
Casual84068411,52555.1%
100% Gender
pay equity
(undisclosed
gender data is
not included)
Category Number of employees in each
category
Median
pay ratio
Gender
pay gap
Number of employees
in each category
Median pay ratio Gender
pay gap
Group - Total 10,650101%-1%9,703100%0.0%
Leadership 5689%11%49103%-3.0%
SSO – Agile92999%1%
SSO – Other28577%23%1,01484%16%
Stores 8,554100%0%7,899100%0.0%
Distribution Centres82698%2%74193%7.0%
AREA OF FOCUSAGE
20232024
2,9712,6985,73951.8%70
2,1651,2283,47362.3%80
8847041,62354.5%35
Actual as at 28 July 2024 (based on employee headcount)
Age representation
Board
Executives
Direct report to executive leadership team
Other
Total (13 were non-disclosed in FY24)
Under 30
years old
30-50
years old
Over 50
years old
# % # % # %
– – 3 37.5% 5 62.5%
– – 4 40% 6 60%
– – 3065.2% 1634.8%
5,09447.7% 3,58133.6% 1,99818.7%
5,094 47.4%3,61833.7% 2,02518.9%
Under 30
years old
30-50
years old
Over 50
years old
# % # % # %
– – 3 37.5% 5 62.5%
– – 342.9% 457.1%
– – 28 66.7% 14 33.3%
4,472 46.4% 3,22733.5% 1,936 20.1%
5,094 47% 3,618 33% 1,959 20.2%
The Warehouse Group Integrated Annual Report 20248889Statutory Disclosures
SHARE DEALINGS BY DIRECTORS
During the financial year, the Directors disclosed in respect of section 148(2) of the Companies Act 1993 that they acquired or disposed of a relevant
interest in shares as follows:
As at 28 July 2024, Directors, or entities related to them, held relevant interests (as defined in the Financial Markets Conduct Act 2013)
in the Company shares as follows:
Beneficial InterestBeneficial InterestNon-beneficial InterestNon-beneficial Interest
2024202320242023
J Withers115,419105,4191,493,0571
1,493,057
A Balfour13,01213,0121,015,8752
1,015,875
A Carter320,000
D Hamilton23,5003,5001,493,0571
1,493,057
J Journee172,000172,000
R J Tindall4,8004,80073,920,4964
73,920,496
Share Transaction
Nature of Relevant
Interest
Date of
Transaction
Number of
Ordinary Shares
Acquired/
(Disposed of)Consideration
J Withers
Legal and beneficial
owner
29 May 2024 10,000
On market purchase of ordinary shares at a price of
$1.16 per share
A Carter
Beneficial owner1 May 2024
20,000
Initial disclosure of relevant interest
in ordinary shares upon appointment as a director
D Hamilton
Legal and beneficial
owner
29 May 2024 20,000
On market purchase of ordinary shares at a price of
$1.17 per share
Note: New Zealand Central Securities Depository Limited (NZCSD) is a depository system which allows electronic trading of members. As at 28 July 2024 the total holdings in NZCSD was 23,714,198 or
6.84% of shares on issue.
TWENTY LARGEST REGISTERED SHAREHOLDERS AS AT 28 JULY 2024
DISCLOSURES OF INTERESTS BY DIRECTORS
General disclosures
The following are particulars of general disclosures of interest given by the Directors of The Warehouse Group Limited
pursuant to section 140(2) of the Companies Act 1993 during FY24.
DirectorEntityInterest
Joan WithersANZ Bank New Zealand Limited
On Being Bold Limited
Sky Network Television Limited
Appointments Panel Fonterra farmer-elected directors
Sweet Louise Foundation
Origin Energy Limited
Director
Director
Director
Chair
Trustee
Director
Antony BalfourLes Mills International Limited
RealNZ Limited
Pioneer Energy Limited
Bluelab Holdings Limited
Ravensdown Ventures Limited
Director and became a shareholder
Director
Director
Ceased to be a director
Director
Antony Carter1 The Interiors Group HoldCo Limited
Skin Institute Holding Company Limited
Datacom Group Limited
TR Group Limited
My Food Bag Group Limited
Ravensdown Limited
Capital Solutions Limited
Capital Training Limited
Loughborough Investments Limited
Maurice Carter Charitable Trust
Tony and Frances Carter Family Trust
Antony Carter Family Trust No.2
Chair
Chair
Chair
Chair
Chair
Appointed as a director
Board Advisor
Advisor
Director and shareholder
Trustee
Trustee
Trustee
John JourneeFarmlands Society
Colonial Motor Company Limited
CMC Workplace Savings Scheme Trustee Limited
Vanishing Point Limited
West Auckland Trust Services Limited
Data Insights Group Limited
Director
Director
Director
Director
Director and Deputy Chair
Advisory Board Member
Dean HamiltonFulton Hogan Limited
Auckland International Airport Limited
Tappenden Holdings Limited
Ryman Healthcare Limited
Chair and shareholder
Director and shareholder
Director
Director, shareholder and appointed
Executive Chair
Caroline RainsfordGoogle New ZealandCountry Director New Zealand
Julia Raue2Jade Software Corporation Limited
Southern Cross Healthcare Limited
Southern Cross Health Trust
Southern Cross Medical Care Society
Southern Cross Benefits Limited
Rowdy Consulting Limited
NZ Rugby Appointments and Remuneration Committee
Global Women
MOVe Logistics Group Limited
MOVe Investments Limited
Director
Director
Trustee
Director
Director
Director
Ceased to be Chair
Trustee
Director
Director
Rachel TauleleiAPEC Business Advisory Council
Wellington Regional Stadium Trust
Movac
Movac Fund 5 LP
RLaw Limited
Oho 2021 Limited
ANZCO Foods Limited
Aotearoa Fisheries Limited t/a Moana New Zealand
Pupuri Taonga Limited
Kura Limited
Sealord Group Limited
AFL Investments Limited
CWBG Limited
Fonterra Sustainability Panel
Tokomanawa Queens Foundation
Huia Publishing
New Zealand Story
Member
Chair
Advisory Board Member
Limited Partner
Director
Director
Director
Director and Chair
Director
Director
Director
Director
Director and became a shareholder
Chair
Appointed as Chair
Appointed as an Advisory Board Member
Appointed as an Advisory Board Member
Robert TindallThe Tindall Foundation
Finn Lowery Foundation
Foundation Services Limited
K One W One Limited
K One W One (No.2) Limited
K One W One (No.3) Limited
K One W One (No.4) Limited
K One W One (No.5) Limited
K One W One (No.6) Limited
Trustee
Trustee
Director
Director
Director
Director
Director
Director
Director
STATUTORY DISCLOSURES
1
Appointed as a Director on 1 May 2024.
2
Ceased to be a Director on 31 May 2024. Disclosures detailed are as at this date.
NameNumber of Ordinary SharesPercentage of Ordinary Shares
Sir Stephen Robert Tindall 93,687,09627.01
The Tindall Foundation Inc 73,920,49621.31
James Pascoe Investments Limited 69,333,94019.99
New Zealand Depository Nominee Limited 9,497,9942.74
HSBC Nominees A/C NZ Superannuation Fund
Nominees Limited - NZCSD
8,665,8492.50
Accident Compensation Corporation - NZCSD 4,633,6761.34
BNP Paribas Nominees (NZ) Limited - NZCSD 4,200,9581.21
Stephen Robert Tindall & John Richard Avery &
Brian Mayo-Smith
3,778,1491.09
Robert George Tindall & Stephen Robert Tindall
& Pupuke Trustee Limited
3,455,1031.00
Forsyth Barr Custodians Limited 2,549,0170.73
Custodial Services Limited 2,055,8120.59
Citibank Nominees (New Zealand) Limited -
NZCSD
1,896,828 0.55
TEA Custodians Limited Client Property Trust
Account - NZCSD
1,605,4110.46
HSBC Nominees (New Zealand) Limited - NZCSD 1,568,2790.45
FNZ Custodians Limited 1,011,6930.29
Stephen Robert Tindall & John Richard Avery &
Brian Mayo-Smith
752,7980.22
The Warehouse Management Trustee Company
Limited
667,1740.19
James Raymond Holdings Limited 600,0000.17
Masfen Securities Limited 575,0000.17
David Michael Radtke & Susan Carol Goodall 507,0000.15
Total284,962,27382.16
1 Relevant interest as shareholder of The Warehouse Management Trustee Company Limited and The Warehouse Management Trustee Company No.2 Limited, which each
hold shares for the purposes of employee incentive schemes.
2 Relevant interest as shareholder of The Warehouse Management Trustee Company Limited, which holds shares for the purposes of employee incentive schemes.
3 Appointed as a Director on 1 May 2024.
4 Relevant interest as trustee of The Tindall Foundation Inc.
The Warehouse Group Integrated Annual Report 20249091Statutory Disclosures
Size of ShareholdingNumber of Shareholders PercentageNumber of Shares Percentage
1 – 1,0004,17642% 2,190,994 0.63%
1,001 – 5,0003,542 36% 9,253,303 2.67%
5,001 – 10,0001,056 11% 8,085,026 2.33%
10,001 – 100,0001,087 11% 27,120,924 7.82%
100,000 and over97 1% 300,192,873 86.55%
9,958 100%346,843,120 100%
Geographic Distribution
Auckland and Northland3,85238.68% 286,985,616 82.74%
Waikato and Central North Island2,001 20.09% 12,564,425 3.62%
Lower North Island and Wellington 1,382 13.88% 25,439,206 7.33%
Canterbury, Marlborough and Westland1,219 12.24% 7,717,544 2.23%
Otago and Southland588 5.90% 6,021,001 1.74%
Australia 7707.73% 7,418,260 2.14%
Other Overseas146 1.47% 697,068 0.20%
9,958 100%346,843,120 100%
DISTRIBUTION OF SHAREHOLDINGS AS AT 28 JULY 2024
Relevant Interest (Ordinary Shares)Percentage
James Pascoe Investments Limited* 69,333,94019.99%
Sir Stephen Tindall93,687,09627.01%
The Tindall Foundation Inc 73,920,49621.31%
SUBSTANTIAL PRODUCT HOLDERS
According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 28 July 2024, the substantial product holders in the
Company and their relevant interests are noted below:
CompanyDirectors
1-Day Liquor LimitedM Stirton, J Oram (R), C Mearns (R)
Altitude NZ Limited (previously Torpedo7 Limited)
J Journee, M Stirton, N Grayston (R), S West (R), J Oram (R)
Bond and Bond LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
Boye Developments LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
Chocolateworks NZ LimitedA Razey, K McKenzie, J Andersen, C Cole, J Hempstead
Eldamos Investments LimitedM Stirton, B Moors, J Oram (R), Celia Mearns (R)
Eldamos Nominees LimitedM Stirton, J Oram (R), C Mearns (R)
Farran (Nine) LimitedM Stirton, M Davey, G Helsby, G Lane, K Gardiner (R), J Oram (R), C Mearns (R)
Lincoln West LimitedM Stirton, M Davey, G Helsby, G Lane, K Gardiner (R), , J Oram (R), C Mearns (R)
Noel Leeming Finance LimitedB Moors
Noel Leeming Financial Services LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
Noel Leeming Furniture LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
Noel Leeming LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
The Book Depot LimitedM Stirton, J Oram (R), C Mearns (R)
The Warehouse Card LimitedM Stirton, J Oram (R), C Mearns (R)
The Warehouse Group Support Services LimitedM Stirton, J Oram (R), C Mearns (R)
The Warehouse Investments LimitedM Stirton, J Oram (R), C Mearns (R)
The Warehouse LimitedJ Journee, M Stirton, N Grayston (R), J Oram (R), C Mearns (R)
The Warehouse Management Trustee Company LimitedJ Withers, A Balfour, D Hamilton
The Warehouse Management Trustee Company No.2 LimitedJ Withers, A Balfour, D Hamilton
The Warehouse Nominees LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
The Warehouse Planit Trustees LimitedJ Withers
The Warehouse (Shanghai) Trading Company LimitedT Benyon, M Anderton, K Kramer
TWGI Operations LimitedM Stirton, J Oram (R), C Mearns (R)
TWGA Pty LtdI McGill, B Moors, J Oram (R)
Company
Directors
SUBSIDIARY COMPANY DIRECTORS
The following people held office as Directors of subsidiary companies at 28 July 2024. Those who retired during the year are indicated with an (R). J Oram
was Chief Financial Officer of the Group at the beginning of the financial year, but he left the Group and therefore retired from his position as Director of
various Group companies during the year. He was replaced by Celia Mearns, who was acting Chief Financial Officer for a period. She was then replaced
by Mark Stirton, the current Chief Financial Officer of the Group.
TW House Sourcing Private Limited (India)K Kramer, T Benyon, M Anderton, C Srinivasan
TWL Australia Pty LimitedI McGill, B Moors, J Oram (R)
TWP No.1 LimitedM Stirton, J Oram (R), C Mearns (R)
TWP No.4 LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
TWP No.5 LimitedM Stirton, B Moors, J Oram (R), C Mearns (R)
Warehouse Stationery LimitedB Moors
STOCK EXCHANGE LISTING
The ordinary shares of The Warehouse Group Limited are listed on the
New Zealand Exchange (NZX).
ORDINARY SHARES
The total number of voting securities of the Company on issue on 28 July
2024 was 346,843,120 fully paid ordinary shares.
RIGHTS ATTACHING TO SHARES
Clauses 20-22 of the Company’s Constitution set out the voting rights of
shareholders. Ordinary shares in the Company each carry a right to vote on
a poll at any general meeting of shareholders on any resolution. Holders of
ordinary shares may vote at a meeting in person, or by proxy, representative or
attorney. Voting may be conducted by voice, a show of hands or a poll. Each of
the Company’s ordinary shares entitles the holder to one vote.
ESCROW
Apart from the shares held under the Staff Purchase Plan, the Company has no
securities subject to an escrow agreement.
DONATIONS
In accordance with section 211(1)(h) of the Companies Act 1993, the Company
records that it donated $40,000 (2023: $168,000) to various charities during
the year. In line with Board policy, no political contributions were made during
the year.
DIVIDENDS ON ORDINARY SHARES
The Warehouse Group Limited has paid dividends on its ordinary shares
almost every year since listing on the NZX in 1994, with the exception of 2020
due to the COVID-19 disruption to business. The Group’s current Dividend
Policy was approved by the Board in March 2021. The Group’s Dividend
Policy is to distribute at least 70% of the Group’s full-year adjusted net profit,
at the discretion of the Board and subject to trading performance, market
conditions and liquidity requirements.
On 20 March 2024 the Board declared a fully imputed interim dividend of 5.0
cents per share. The Board did not declare a final dividend for the financial
year ended 28 July 2024.
AUDITOR
PwC has continued to act as auditor of the Company and has undertaken
the audit of the financial statements for the year ended 28 July 2024.
DISCIPLINARY ACTION
NZX has not taken any disciplinary action against the Company during the
period under review.
NZX WAIVERS
No waivers have been granted and published by NZX or relied upon by the
Company in the 12 months immediately preceding The Warehouse Group
Limited's balance date.
Dividends
2024 2023202220212020
Interim 5.0 10.013.00.0
Special---5.0-
Final-8.010.017.50.0
Total5.08.020.035.50.0
AreaInitiativesAssociations/Memberships
Environmental
Climate Leaders Coalition
Toitū Carbonreduce
Carbon Disclosure Project (CDP)
NZ Soft Plastics Recycling Scheme
TechCollect NZ
NZ Plastic Packaging Product Stewardship Scheme Steering Group
(General Retail Sector Representative)
Sustainable Business Council (SBS)
WasteMINZ
The Packaging Forum
Human Resource
HRNZ
ServiceIQ
Rainbow Tick
Product Sourcing
and Development
Australasian Recycling Label (ARL)
Forest Stewardship Council
Rainforest Alliance
Cruelty Free International
New Zealand Business Round Table in China (NZBRiC)
Australian Packaging Covenant Organisation (APCO)
Better Cotton Initiative
Textiles Exchange
Other
Vocational Education with Services Workforce Development Council (WDC)
Vocational Education training through Te Pukenga
MBIE - Future of Work
Retail NZ
Tertiary Education Commission / WDC
Te Pukenga New Zealand Business and Parliamentary Trust
NZ Marketing Association
Digital Boost Alliance Aotearoa
INITIATIVES AND ASSOCIATIONS
Listed below are the external economic, environmental or social initiatives to which The Warehouse Group subscribes, and the main associations and national or
international advocacy organisations of which The Warehouse Group is a member.
SUBSIDIARY COMPANY DIRECTORS continued
*
These shares were acquired from related entity James Pascoe Limited on 31 May 2024.
Holders of each class of equity security as at 28 July 2024
Class of Equity Security
Number of
Holders
Number of
Shares or Rights
Ordinary shares9,958 346,843,120
The Warehouse Group Integrated Annual Report 20249293GRI Content Index
Standard DisclosureSection in this Annual ReportPage in this Annual Report
GRI 2: GENERAL DISCLOSURES 2021
2-1Organisation detailsDirectory
Financial Statements, Note 1.1
Store Map
101
48
15
2-2Entities included in the organisation’s sustainability
reporting
Financial Statements, Note 1.1
48
2-3Reporting period, frequency and contact pointGRI Report
Financial Statements, Note 1.1
Directory
40
48
101
2-4Restatements of informationThere have been no restatements made to FY23 information which has been disclosed under
these GRI standards.
2-5External assuranceGRI Report
E&Y Limited Assurance Report
40
98-99
2-6Activities, value chain and other business relationshipsGRI Report
Our Stores
Our Brands
Integrated Report
40
15
16-21
22-23
2-7EmployeesDiversity and Inclusion Report87
2-8Workers who are not employees An insignificant portion of the Group's activities is performed by workers who are not
employees or who are seasonal workers.
2-9Governance structure and compositionCorporate Governance 74-86
2-10Nomination and selection of the highest governance bodyGovernance Report –
Board Composition and Performance
78-81, 85-87
2-11Chair of the highest governance bodyCorporate Governance –
Chair
78
2-12Role of the highest governance body in overseeing the
management of impacts
Governance Report
ESS Committee Charter
78-81, 85-87
www.thewarehousegroup.
co.nz/about-us/corporate-
governance
2-13Delegation of responsibility for managing impactsOur Board
Executive Leadership Team
Corporate Governance - Board Committees
74-75
76-77
80
2-14Role of the highest governance body in sustainability
reporting
Corporate Governance - Board Committees
ESS Committee Charter
80
www.thewarehousegroup.
co.nz/about-us/corporate-
governance
2-15Conflicts of interestCorporate Governance – Director Independence and conflicts
Directors Shareholding
Substantial Product Holders
78-79
90
2-16Communication of critical concernsRisk and Materiality
Corporate Governance – Ethical Standards, Risk Management
24-25
85
2-17Collective knowledge of the highest governance bodyGovernance Report – Board Skills Matrix79
2-18Evaluation of the performance of the highest governance
body
Corporate Governance - Chair, Board structure, skills and
composition, Board evaluation
78-80
2-19Remuneration policiesRemuneration Report81-85
2-20Process to determine remunerationRemuneration Report81-85
2-21Annual compensation ratioRemuneration Report84
2-22Statement of sustainable development strategySustainability 26-30
2-23Policy commitmentswww.thewarehousegroup.co.nz/about-us/corporate-governance
2-24Embedding policy commitmentsCorporate Governance - Ethical Standards, Reporting and
Disclosure, Risk Management
Diversity & Inclusion Report
78, 81, 85
87
2-25Processes to remediate negative impactsCorporate Governance - Ethical Standards, Reporting and
Disclosure, Risk Management
Diversity & Inclusion Report
78, 81, 85
87
2-26Mechanisms for seeking advice and raising concernsCorporate Governance - Ethical Standards, Code of Ethics 78
GENERAL DISCLOSURES
GENERAL DISCLOSURES contd
2-27Compliance with laws and regulations
There have not been any significant instances of non-compliance with laws and regulations which
resulted in formal prosecutions during the reporting period.
2-28Membership associationsInitiatives and Associations91
2-29Approach to stakeholder engagementsOur Brands
Growing and developing our people
GRI Report
16-21
32-33
40
2-30Collective bargaining agreementsCurrently, 16.4% of our employees are covered by collective agreements.
Standard DisclosureSection in this Annual ReportPage in this Annual Report
GRI 3: MATERIAL TOPICS 2021
3-1Process to determine material topicsGRI Report
40-41
3-2List of material topicsGRI Report
40-41
3-3Management of material topicsGRI Report
40-41
Standard DisclosureSection in this Annual ReportPage in this Annual Report
GRI 205: ANTI-CORRUPTION 2016
3-3Management of material topicsGRI Report
Risk & Materiality
Growing and developing our people
Corporate Governance – Ethical Standards
40-41
24-25
32-33
78
205-2Communication and training about anti-corruption policies
and procedures
Anti-corruption policies have been communicated to all governance body members and
all team members across the Store Support Offices, stores and distribution centres. in
FY23, 86.3% of Store Support Office team members and 95.5% of store team members had
completed compliance module training. Team members are required to complete Anti-Bribery
& Corruption training every second year, and will be required to do this in 2025.
205-3Confirmed incidents of corruption and actions takenFive supplier bribery attempts were bought to our attention in FY24 with consequential
escalation and penalties issued. We are not aware of any other bribery incidents.
GRI 206: ANTI-COMPETITIVE BEHAVIOUR 2016
3-3Management of material topicsGRI Report
Risk & Materiality
Corporate Governance – Ethical Standards,
Risk Management
40-41
24-25
78, 85
206-1Legal actions for anti-competitive behaviour, anti-trust
and monopoly practices
We are not aware of any legal cases against the organisation regarding anti-competitive
behaviour and violations of anti-trust and monopoly legislation during the reporting period.
MATERIAL TOPICS
TOPIC DISCLOSURES
Economic
Standard DisclosureSection in this Annual ReportPage in this Annual Report
GRI 2: GENERAL DISCLOSURES 2021
GRI CONTENT INDEX
Standard DisclosureSection in this Annual ReportPage in this Annual Report
GRI 302: ENERGY 2016
3-3Management of material topicsGRI Report
Integrated Report
Corporate Governance – ESS Committee
40-41
22-23
80
302-1Energy consumption within the organisationSustainability
27
302-3Energy intensitySustainability
27
302-4
Reduction of energy consumptionSustainability
27
For further information, please refer to the CRD Report here: https://www.thewarehousegroup.co.nz/sustainability
TOPIC DISCLOSURES
Environmental
The Warehouse Group Integrated Annual Report 20249495GRI Content Index
Standard DisclosureSection in this Annual ReportPage in this Annual Report
GRI 403: OCCUPATIONAL HEALTH AND SAFETY (2018)
3-3Management of material topicsGRI Report
Growing and developing our people
Corporate Governance – Board Responsibilities
Corporate Governance – Health,
Safety and Wellbeing Committee
Corporate Governance – Risk Management
40-41
32-33
78
80
85
403-6Promotion of worker healthGrowing and developing our people
32-33
403-9Work-related injuriesGrowing and developing our people
32-33
There are no workers who are not employees controlled by the Group for which the
organisation is responsible.
TOPIC DISCLOSURES contd TOPIC DISCLOSURES contd
Social
GRI CONTENT INDEX
GRI 305: EMISSIONS 2016
3-3Management of material topicsGRI Report
Integrated Report
Corporate Governance – ESS Committee
40-41
22-23
80
305-1
Scope 1 GHG emissions Sustainability 26
305-2
Energy indirect (Scope 2) GHG emissionsSustainability 26
305-3
Other indirect (Scope 3) GHG emissionsSustainability 26
305-4
GHG emissions intensitySustainability 26
305-5
Reduction of GHG emissionsSustainability 26
For further information, please refer to the CRD Report here: https://www.thewarehousegroup.co.nz/sustainability
GRI 306: WASTE 2020
3-3Management of material topicsGRI Report
Integrated Report
Corporate Governance – ESS Committee
40-41
22-23
80
306-1Waste generation and significant waste-related impactsSustainability 29
306-2Management of significant waste-related impactsSustainability 29
306-3Waste generatedSustainability 29
306-4Waste diverted from disposalSustainability 29
306-5Waste directed to disposalSustainability 29
GRI 307: ENVIRONMENTAL COMPLIANCE 2016
3-3Management of material topicsGRI Report
Integrated Report
Corporate Governance – ESS Committee
40-41
22-23
80
307-1Non-compliance with environmental laws and regulationsWe are not aware of any incidents related to non-compliance with environmental laws and
regulations during the reporting period.
308-1New suppliers that were screened using environmental
criteria
Sustainability 29-30
308-2Negative environmental impacts in the supply chain and
actions taken
Sustainability 29-30
For further information, please refer to Responsible Sourcing here: https://www.thewarehousegroup.co.nz/sustainability
EnvironmentalSocial
GRI 404: TRAINING AND EDUCATION (2016)
3-3Management of material topicsGRI Report
Growing and developing our people
40-41
32-33
404-1
Average hours of training per year per employeeGRI Report
Growing and developing our people
33
404-2
Programs for upgrading employee skills and transition
assistance programmes
GRI Report
Growing and developing our people
32-33
GRI 405: DIVERSITY AND EQUAL OPPORTUNITY (2016)
3-3Management of material topicsGRI Report
Growing and developing our people
Corporate Governance – Board Responsibilities
Corporate Governance – Health, Safety and
Wellbeing Committee
Corporate Governance – Celebrating diversity
and inclusion
40-41
32-33
78
80
87
405-1Diversity of governance bodies and employeesGrowing and developing our people
Corporate Governance – Celebrating diversity
and inclusion
33
87
405-2Ratio of basic salary and remuneration of women to menCorporate Governance – Celebrating diversity
and inclusion
87
GRI 407: FREEDOM OF ASSOCIATION AND COLLECTIVE BARGAINING (2016)
3-3Management Approach GRI Report
Corporate Governance – Ethical Standards
Ethical Sourcing Policy:
www.thewarehouse.co.nz/suppliers-ethical-sourcing
40-41
78
407-1Operations and suppliers in which the right to freedom of
association and collective bargaining may be at risk
Sustainability
Currently, 16.4% of our employees are covered
by collective agreements.
Ethical Sourcing Policy:
www.thewarehouse.co.nz/suppliers-ethical-sourcing
29
GRI 408: CHILD LABOUR (2016)
3-3Management Approach GRI Report
Corporate Governance – Ethical Standards
Ethical Sourcing Policy:
www.thewarehouse.co.nz/suppliers-ethical-sourcing
40-41
78
408-1Operations and suppliers at significant risk for incidents of
child labour
Sustainability 29-30
GRI 409: FORCED OR COMPULSORY LABOUR (2016)
3-3Management Approach GRI Report
Governance Report – Ethical Standards
Ethical Sourcing Policy:
www.thewarehouse.co.nz/suppliers-ethical-sourcing
40-41
78
409-1Operations and suppliers at significant risk for incidents of
forced or compulsory labour
Sustainability 29-30
GRI 414: SUPPLIER SOCIAL ASSESSMENT (2016)
3-3Management Approach GRI Report
Governance Report – Ethical Standards
Ethical Sourcing Policy:
www.thewarehouse.co.nz/suppliers-ethical-sourcing
40-41
78
414-1New suppliers that were screened using social criteriaSustainability 29-30
414-2Negative social impacts in the supply chain and
actions taken
Sustainability 29-30
For further information, please refer to Responsible Sourcing here: https://www.thewarehousegroup.co.nz/sustainability
Standard DisclosureSection in this Annual ReportPage in this Annual ReportStandard DisclosureSection in this Annual ReportPage in this Annual Report
The Warehouse Group Integrated Annual Report 20249697Ernst & Young Report
SCOPE
Ernst & Young Limited (“EY”) has undertaken a limited assurance
engagement, as defined by International Standards on Assurance
Engagements (New Zealand) 3000 (Revised), to report on TWG’s
selected Global Reporting Initiative’s metrics (“GRI”), in the
Integrated Report for the 52 weeks ended 28 July 2024
(the “Report”) in accordance with the noted Criteria, as defined in
the following table:
ASSURANCE CONCLUSION
Based on our limited assurance procedures performed and the evidence we have obtained, nothing has come to our attention that causes us to believe
that The Warehouse Group Limited’s (“TWG”) selected GRI metrics within the Integrated Report for the 52 weeks ended 28 July 2024 (“Subject Matter”),
has not been prepared, in all material respects, in accordance with the Criteria defined below.
INDEPENDENT LIMITED ASSURANCE REPORT TO THE DIRECTORS
AND MANAGEMENT OF THE WAREHOUSE GROUP LIMITED
conducted in accordance with the International Standard
for Assurance Engagements (New Zealand): Assurance
Engagements Other than Audits or Reviews of Historical
Financial Information (‘ISAE (NZ) 3000’) and International
Standard for Assurance Engagements (New Zealand): Assurance
Engagements on Greenhouse Gas Statements (‘ISAE (NZ)
3410’). Those standards require that we plan and perform this
engagement to obtain limited assurance about whether the
Subject Matter has been prepared, in all material respects, in
accordance with the Criteria. The nature, timing, and extent of
the procedures selected depend on our judgment, including
an assessment of the risk of material misstatement, whether
due to fraud or error. We believe that the evidence obtained
is sufficient and appropriate to provide a basis for our limited
assurance conclusion. Ernst & Young provides assurance over
GHG emissions, Sustainability-Linked Loan as well as internal
audit and advisory services to TWG. Partners and employees of
our firm may deal with TWG on normal terms within the ordinary
course of trading activities of the business. We have no other
relationship with, or interest in, TWG.
OUR INDEPENDENCE AND QUALITY CONTROL
We have complied with the independence and other ethical
requirements of the Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance
Standards Board, which is founded on fundamental principles
of integrity, objectivity, professional competence and due care,
confidentiality and professional behaviour. The firm applies
Professional and Ethical Standard 3 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements,
or Other Assurance or Related Services Engagements, which
requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding
compliance with ethical requirements, professional standards
and applicable legal and regulatory requirements.
DESCRIPTION OF PROCEDURES PERFORMED
Procedures performed in a limited assurance engagement vary in
nature and timing from, and are less in extent than, for a reasonable
assurance engagement. Consequently, the level of assurance
obtained in a limited assurance engagement is substantially
lower than the assurance that would have been obtained had a
reasonable assurance engagement been performed. Our procedures
were designed to obtain a limited level of assurance on which to
base our conclusion and do not provide all the evidence that would
be required to provide a reasonable level of assurance.
Although we considered the effectiveness of management’s internal
controls when determining the nature and extent of our procedures,
our assurance engagement was not designed to provide assurance
on internal controls. Our procedures did not include testing controls
or performing procedures relating to checking aggregation or
calculation of data within IT systems.
Our procedures included:
• Conducting interviews with key personnel to understand the
business and relevant reporting process
• Gaining an understanding of the basis for calculating and
reporting GHG emissions
• Checking that calculations had been applied in accordance with
the methodologies outlined in the Criteria
• Undertaking analytical review procedures to assess the
reasonableness of the data
• Identifying and testing assumptions that support calculations
• Checking emissions factors and considered their consistency
with the Criteria
• Reviewing the presentation of the information in the Report
• Obtaining management representation
Ernst & Young Limited
Auckland, New Zealand
25 September 2024
Ernst & Young Limited
2 Takutai Square
Britomart
Auckland 1010
PO Box 2146 Auckland 1140
A member firm of Ernst & Young Global LimitedA member firm of Ernst & Young Global Limited
Tel: +64 9 377 4790
Fax: +64 9 309 8137
ey.com/nz
We also performed such other procedures as we considered
necessary in the circumstances.
INHERENT UNCERTAINTIES
The GHG quantification process is subject to scientific
uncertainty, which arises because of incomplete scientific
knowledge about the measurement of GHGs. Additionally,
GHG procedures are subject to estimation uncertainty
resulting from the measurement and calculation processes
used to quantify emissions within the bounds of existing
scientific knowledge.
RESTRICTED USE
We disclaim any assumption of responsibility for any reliance
on this assurance report to any persons other than the
Directors and management of TWG, or for any purpose other
than that for which it was prepared.
Subject MatterCriteria
• GRI 305-1: Direct
(Scope 1) GHG emissions
• GRI 305-2: Energy
Indirect (Scope 2)
GHG emissions
• GRI 305-5: Reduction of
GHG emissions
• GRI 305: Emissions 2016
• Greenhouse Gas Protocol:
A Corporate Accounting and
Reporting Standard
(revised version) (2004)
• GRI 306-3: Waste generated
• GRI 306-4: Waste diverted
from disposal
• GRI 306-5: Waste directed
to disposal
• GRI 306: Waste 2020
TWG'S RESPONSIBILITY
The Directors are responsible, on behalf of TWG for selecting
the Criteria and preparation of the Subject Matter in
accordance with the Criteria. This responsibility includes
establishing and maintaining internal controls, maintaining
adequate records and making estimates that are relevant to
the preparation of the Subject Matter, such that it is free from
material misstatement, whether due to fraud or error.
EY’S RESPONSIBILITIES
Our responsibility is to express a limited assurance conclusion on
the Subject Matter based on the procedures we have performed
and the evidence we have obtained. Our engagement was
The Warehouse Group Integrated Annual Report 20249899
The Warehouse Group Integrated Annual Report 2024100101Directory
Board of Directors
Dame Joan Withers
John Journee
Rachel Taulelei
Antony (Tony) Carter
Robert (Robbie) Tindall
Dean Hamilton
Antony (Tony) Balfour
Caroline Rainsford
Group Interim Chief Executive Officer
John Journee
Group Chief Financial Officer
Mark Stirton
Company Secretary
Silv Roest
Place of Business
26 The Warehouse Way
Northcote, Auckland 0627
PO Box 33470, Takapuna
Auckland 0740, New Zealand
Telephone: +64 9 489 7000
Facsimile: +64 9 489 7444
Website: www.thewarehousegroup.co.nz
Registered Office
C/ – BDO
Level 4, 4 Graham Street
PO Box 2219
Auckland 1140, New Zealand
New Zealand Business Number (NZBN)
New Zealand Incorporation: 9429038766633
Auditor
PricewaterhouseCoopers
Private Bag 92162
Auckland 1142, New Zealand
Stock Exchange Listing
NZX trading code: WHS
Share Registrar
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna
Private Bag 92119, Auckland 1142, New Zealand
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
Website: www.computershare.co.nz/investorcentre
Shareholder Enquiries
If you have any general shareholder enquiries, including questions or
comments on this report, please contact investors@thewarehouse.co.nz.
Shareholders with enquiries regarding share transactions, change of address,
or dividend payments should contact the Share Registrar, per contact
details above. Shareholdings can be managed electronically by using
Computershare’s secure website, www.computershare.co.nz/investorcentre.
DIRECTORY
The Warehouse Group Integrated Annual Report 2024102103
2024 INTEGRATED ANNUAL REPORT
THEWAREHOUSEGROUP.CO.NZ
---
Results for announcement to the market
Name of issuer The Warehouse Group Limited
Reporting Period 52 weeks to 28 July 2024
Previous Reporting Period 52 weeks to 30 July 2023
Currency New Zealand dollars
$3,037,597
$3,132,142
$6,123
$(54,181)
Final Dividend
Record Date Not Applicable
Dividend Payment Date Not Applicable
Contact phone number
Contact email address
Date of release through MAP
Audited financial statements accompany this announcement.
Mark.Stirton@twgroup.co.nz
26 September 2024
Authority for this announcement
Name of person authorised to
make this announcement
Mark Stirton (Group Chief Financial Officer)
Contact person for this
announcement
Mark Stirton (Group Chief Financial Officer)
(09) 489 7000
Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.439 (28 July 2024) $0.680 (30 July 2023)
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
The investor presentation and media release which accompany this
announcement, provide information and commentary to explain the financial
performance of the Group for the 52 week period ended 28 July 2024.
Amount per Quoted Equity
Security
Not Applicable
Imputed amount per
Quoted Equity Security
Not Applicable
Current period
Total Revenue down (7.9)%
Net profit/(loss) from
continuing operations
down (87.7)%
Total net profit/(loss) down (281.8)%
Revenue from continuing
operations
down (6.2)%
The Warehouse Group Limited
Results for announcement (for Equity and Debt Security issuer)
Amount (000s)Percentage change
---
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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS
THE WAREHOUSE GROUP
CLIMATE-RELATED DISCLOSURES
REPORT FOR THE REPORTING PERIOD
31 JULY 2023 TO 28 JULY 2024
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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS
Introduction
1.1 Message from the Chair & CEO 03
1.2 About this report 04
1.3 About The Warehouse Group 05
1.4 Our value chain 06
Governance 07
Strategy 10
Risk Management 19
Metrics and Targets 20
Appendices
Appendix 1 – First-time adoption provisions 26
Appendix 2 – Criteria used to prepare our GHG emissions 27
Appendix 3 – Definitions 33
Appendix 4 - EY Independent Limited Assurance Report 36
2024
TABLE OF CONTENTS
Cover image: Lodestone Energy. Located in the far north near Kaitaia, Kohirā is Aotearoa’s first utility-scale solar farm to supply
the national grid. The electricity supply for 26 of our stores and sites across Northland, Auckland and Waikato was switched to
this solar farm in February 2024.
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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS
1.1 Message from the Chair & CEO
Tēnā koutou katoa
We are pleased to present The Warehouse Group’s inaugural
Climate-related Disclosures Report in accordance with the
External Reporting Board’s (XRB) Aotearoa New Zealand
Climate Standards (NZ CS). This report lays out our company’s
climate risks and opportunities, the impact of these, and our
commitment to transition to become a lower-carbon, more
resilient business.
The last couple of years have been a real wake-up call
about climate change here in Aotearoa New Zealand. From
the terrible floods in Auckland to the wild weather Cyclone
Gabrielle brought to our East Coast, it is clear that a warming
planet is not something far off in the future – it is affecting us
right now.
We have seen firsthand the disruption extreme weather
causes for our customers, our communities, and our own
business and as one of New Zealand’s largest companies we
acknowledge we have an important part to play in tackling
this challenge.
In 2021 we set a bold goal to reduce our Scope 1 and 2
emissions by 42% by 2030 (compared with our 2020 base
year) and reach zero emissions by 2040. We are making
progress.
In FY24 our Scope 1 and 2 emissions
1
for our New Zealand sites
decreased 30.4% compared with FY23 and decreased 29.8%
compared with our 2020 base year.
Switching to renewable energy is a major part of our climate
plan. In September 2023, we signed a historic long-term
agreement with Lodestone Energy that will see all our sites
across Aotearoa New Zealand become powered by Lodestone
Energy’s new solar farms as early as 2026. As at the date of
this report, 63 of our stores and sites have converted to being
powered by solar energy. We are on track to convert all our
sites to solar, and achieve zero Scope 2 emissions by 2026.
Dame Joan Withers – Chair
Dame Joan Withers
DNZM, MBA, CFinstD
Chair – Independent
Non-Executive Director
John Journee
BCom, CFinstD, MAICD
Interim CEO – Executive Director
1. Absolute market-based Scope 1 and 2 emissions; 2020 emissions have been restated to
market-based emissions.
John Journee – Interim CEO
“We have seen firsthand the
disruption extreme weather
causes for our customers, our
communities, and our own
business and as one of New
Zealand’s largest companies
we acknowledge we have
an important part to play in
tackling this challenge.”
While we have made strides in reducing our direct emissions,
we estimate that over 90% of our climate impact comes from
our Scope 3 emissions – those outside our own operations and
within our value chain.
We have made some headway to better understand, and
measure, our full Scope 3 emissions. This year we have started
the process of measuring our full Scope 3 emissions (including
those from our supply chain) and will share all the details in
FY25 in accordance with NZ CS1.
We are committed to working closely with our suppliers to
help them lower their carbon footprint and build a more
sustainable supply chain to make a difference for our business
and the planet.
This report is another step in our climate journey. We would
like to thank and acknowledge our New Zealand retail peers
for their participation in the New Zealand retail sector’s
scenario-setting process in 2023 which formed the start of
this journey.
We look forward to the next 12 months as we make further
progress on our assessment and reporting of our own climate-
related risks and opportunities, the quantification of these,
and drafting our transition plan to tackle what’s next.
This Climate-related Disclosures Report was authorised for
issue for and on behalf of our Directors on 25 September 2024.
Ngā mihi nui
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1.2 About this report
Reporting entity
This is The Warehouse Group’s (“the Group”) first Climate-
related Disclosures (CRD) report, in accordance with the
standards published by the External Reporting Board Aotearoa
New Zealand for the period of 31 July 2023 to 28 July 2024.
The scope of the reporting entities in this report aligns with
the Group’s accompanying 2024 Annual Report for the same
period which can be found at https://www.thewarehousegroup.
co.nz/investor-centre/company-reports.
Basis of preparation
These climate statements have been prepared in compliance
with the Aotearoa New Zealand Climate Standards NZ CS 1, NZ
CS 2 and NZ CS 3, published by the External Reporting Board.
We have applied the first reporting period adoption provisions
as permitted by the Adoption of Aotearoa New Zealand Climate
Standards (NZ CS 2). For more details, refer to Appendix 1.
Date published
This report was published on 26 September 2024, and is
available on The Warehouse Group website at
https://www.thewarehousegroup.co.nz/investor-centre/
company-reports.
Disclaimer
This report contains disclosures that rely on early and evolving
assessments of current and forward-looking information,
incomplete and estimated data, and the Group’s judgements,
opinions and assumptions. As such, this report reflects the
Group’s present understanding and/or best estimates of
current and future climate-related events, risks, opportunities,
impacts and strategies as at the date of publication of this
report. However, the Group cautions reliance on aspects of
this Report which is necessarily subject to significant risks,
uncertainties and/or assumptions.
In particular, this report contains forward-looking statements,
including climate-related goals, targets, scenarios, ambitions,
risks and opportunities, as well as statements of the Group’s
intentions, estimates and judgements. Forward-looking
statements are not facts and require us to make assumptions,
forecasts and projections about the Group’s present and future
strategies and the environment in which the Group will operate
in the future, which are inherently uncertain and subject
to limitations. For example, there are limitations associated
with the available data, and some information on which the
statements in this report are based is likely to change over
time. The Group has sought to provide a reasonable basis for
forward-looking statements and is committed to improving the
quality and completeness of its data and methodologies, but
is currently constrained by the novel and developing nature of
this subject matter.
Forward-looking statements, including risks and opportunities
described in this report, and the Group’s strategies to achieve
its targets, might not eventuate or might be more or less
significant than anticipated. New risks and/or opportunites
may also arise over time. Many factors can affect the Group’s
actual results, performance or achievement of climate-related
targets or metrics, and these may differ materially from
what is described in this Report, including economic and
technological viability, governmental, consumer, and market-
related factors which are outside of the Group’s control.
Accordingly, the Group gives no representation, guarantee,
warranty or assurance about the future business performance
of the Group, or that the outcomes or impacts expressed or
implied in any forward-looking statement made in this report
will occur.
The Group expects that some statements made in this
document might be amended, updated, recalculated and
restated in future climate-related disclosures as the quality
and completeness of its data and methodologies continue to
evolve and improve. However, the Group gives no undertaking
to update, revise or correct any statements or opinions in this
report if events or circumstances change or unanticipated
events happen after publishing this report (subject to relevant
legal requirements).
This disclaimer notice should be read together with the
limitations identified elsewhere in this report, including as
described in the metrics and targets scope, limitations, and
methodology sections on pages 20-26 of this report.
This report is not an offer document and does not constitute an
offer or invitation or investment recommendation to distribute
or purchase securities, shares or other interests. Nothing in
this report should be interpreted as capital growth, earnings or
other legal, financial, tax or other advice or guidance.
Enquiries
If you have any questions or comments regarding this report,
please contact investors@thewarehouse.co.nz
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CONTENTSINTRODUCTIONGOVERNANCESTRATEGYRISK MANAGEMENTMETRICS AND TARGETS
OUR PURPOSEOUR VISION
Helping Kiwis live better every day
Ia tangata, ia rā
To make sustainable living easy
and affordable for everyone
Kia ngāwari, kia utu māmā hoki
te noho tiaki taiao a te katoa
OUR VALUES
Mahi i nga mahi pai
We are one team, standing up
for our people, our planet
and our communities.
DO GOOD
Whakaarohia te kaiutu
We put the customer
first in everything we do.
THINK CUSTOMER
Kia haepapa
We walk the talk and
make things happen.
OWN IT
The Warehouse Group was founded by Sir Stephen
Tindall in 1982, and has evolved from a single
The Warehouse store, to become one of the largest
retailing groups in New Zealand. Our brands include
The Warehouse, Warehouse Stationery and Noel
Leeming, with currently 218 stores and $3 billion in sales.
We have 218 retail stores across New Zealand, as well as
online stores and apps, and our own distribution centres.
We also have three overseas sourcing offices located in
China, Bangladesh and India. We are a people-centred
business with more than 10,000 team members across
our locations, serving more than one million Kiwis in our
stores each week.
Our aspirational purpose is helping Kiwis live better every
day. Our vision guides our aspiration to make sustainable
living easy and affordable for everyone, while our values
guide our behaviours and rituals.
We’re focused on delivering the best products at the best
price with outstanding customer experiences to achieve
our objectives and to deliver on our long-term strategy
and growth for our shareholders and all stakeholders.
1.3 About The
Warehouse Group
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1.4 Our value chain
StrategyPlanningBuyingSourcingMovingSelling
A high-level view of key processes across the business
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This section describes the role of the Board in overseeing
the Group’s climate related risks and opportunities,
and management’s role in assessing and managing
climate-related risks and opportunities.
Our approach to climate governance
The Group recognises that robust corporate governance,
including the governance and management of climate-
related risks and opportunities, is essential for protecting and
growing the operations of the Group in the interests of our
customers, team members and stakeholders and to create
long-term, sustainable returns for our shareholders.
The role of our Board
The central role of the Board of Directors (“the Board”) is to
set the strategic direction of the Group, to select and appoint
the Group Chief Executive Officer (CEO) and to oversee the
Group’s management and business activities on behalf of our
shareholders and stakeholders.
This requires consideration of and engagement with all
stakeholders that are critical to our success, including
shareholders, employees, customers, suppliers and
communities, as determined by the Group and the Board.
The Board has overall responsibility for oversight of risks and
opportunities, including those related to climate change.
Through the Environmental and Social Sustainability
Committee (ESS), the Board sets objectives and targets for
climate-related issues and holds management accountable
for implementing these through:
• Embedding climate-related risk management within its
risk management framework;
• Setting policies by which the Group must comply and
report against and
• Setting strategic objectives and sustainability targets
with management.
The Audit and Risk Committee supports the Board in its
oversight of climate-related risks and opportunites in
conjunction with the ESS Committee.
2. Governance
The Board comprises Directors with a mix of qualifications,
skills and experience appropriate to the Group’s industry,
operations and strategic direction, including ‘Environment
and Corporate Social responsibility experience’. A list of our
Directors, the Committees they attend and a comprehensive
matrix of skills can be found in the Annual Report on page
79. Ongoing training includes external courses, briefings by
senior management and guest speakers on relevant industry
and competitive issues, occasional overseas study tours and
site visits.
In April 2024, members of our Board and ELT attended
Advanced Climate Governance training, designed in
collaboration with The Warehouse Group, Chapter Zero and
the Sustainable Business Council, specifically for the needs
of New Zealand company directors.
The Board meets at least nine times a year. In February 2024,
the Board was updated on the Group’s climate disclosure
workplan.
Environmental and Social
Sustainability Committee
(ESS Committee)
The role of the ESS Committee is to assist the Board in
governing the Group’s environmental and social sustainability
responsibilities, including setting long-term climate-
related objectives and monitoring the implementation and
performance of these objectives.
The ESS Committee reviews and approves the Sustainable
Living Plan, and Transition and Emissions Reduction Plans
which are in development. This covers setting, monitoring
and overseeing the achievement of sustainability metrics
and targets including management of climate-related
risks and opportunities. The ESS Committee also ensures
that organisation design and resources are aligned with
aspirations. The ESS Committee reviews the Group’s annual
climate-related disclosures and recommends these for
approval to the Audit and Risk Committee.
The ESS Committee meets on a quarterly basis. During
FY24, the ESS Committee considered the Group’s approach
to climate-related governance, climate-related scenarios,
including parameters such as scope and timeframes, and the
risks and opportunities that had been prioritised. The ESS
Committee also had an initial discussion on how the Group’s
strategy may need to adapt to respond to these prioritised
climate-related risks and opportunities.
Audit and Risk Committee (ARC)
The role of the ARC is to assist the Board in fulfilling its risk
management and audit responsibilities, and to ensure that
appropriate risk management systems are in place and
are operating effectively. The ARC supports the Board in
its oversight of climate-related risks and opportunities, in
conjunction with the ESS Committee.
The ARC meets at least three times each year.
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Executive Leadership Team
The Warehouse Group Board
Environmental and Social
Sustainability Committee (ESS Committee)
The role of the ESS Committee is to assist the Board
in governing the Group’s environmental and social
sustainability responsibilities, including setting long-
term climate-related objectives and monitoring the
implementation and performance of these objectives.
The role of the ARC is to assist the Board in fulfilling
its risk management and audit responsibilities,
and to ensure that appropriate risk management
systems are in place and are operating effectively.
The ARC supports the Board in its oversight
of climate-related risks and opportunities, in
conjunction with the ESS Committee.
Team Member
Engagement
Supplier Engagement
and Innovation
Public Policy
Horizon Scanning
Data and External
Insights and
Foresights
Operational Sustainablility Committee
(established September 2024)
Enterprise Risk Management Committee
Responsible for progressing the Sustainable Living
Plan, Transition and Emissions Reduction Plan and
sustainability and climate-related metrics and targets
across the business and supporting the preparation
of associated reporting and disclosures.
Responsible for assessing material risks and
opportunities including sustainability and climate-
related risks and opportunities affecting the Group
and monitoring the mitigation of risks and
opportunities.
Supporting business workstreams
Overall governance
and constructive
challenge
Overall delivery
support and
preparation of
disclosures/reporting
Audit and Risk Committee (ARC)
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The role of our Management team
Executive Leadership Team (ELT)
The CEO is accountable for the delivery of the company’s
environmental and social sustainability programme as set
out in the Group’s Sustainable Living Plan and associated
initiatives.
The CEO is supported on the ELT by nominated sponsors,
being the Chief Financial Officer (CFO) and Executive
General Manager (EGM) Supply Chain and Sourcing (who
also acts as the Group’s Chief Sustainability Officer).
These two individuals are responsible for embedding
the sustainability and climate transition and physical
risk framework across the business, and sustainability
reporting, including the preparation of this Climate-related
Disclosures Report.
The ELT is tasked with embedding more sustainable business
practices (including management of climate-related risks and
opportunities) into everything we do – business strategy, risk
management, planning and budgeting.
Operational Sustainability Committee (OSC)
The Group is focused on improvements in its sustainability
performance through implementation of more responsible
business practices and dedicated initiatives.
ln September 2024, we introduced a new Operational
Sustainability Committee (OSC) to further embed
sustainability into the day-to-day management and
operations of the business. The OSC will be responsible for
progressing the Group’s sustainability strategy (as currently
set out in the Sustainable Living Plan), including transition
and emissions reduction plans and climate-related targets
across the business.
The OSC will be chaired by the EGM Supply Chain and
Sourcing and will include members of the ELT, other senior
managers and key team members with sustainability and
climate-related responsibilities. This will ensure greater
ownership of sustainability issues and goals, identify ways
in which sustainability initiatives can create greater value,
better manage associated risks, and support teams as they
advance sustainability and manage climate-related issues in
their respective areas of the business.
The OSC will meet quarterly and will report to the Board’s
ESS Committee, supporting its activities as appropriate and
providing updates on the Sustainable Living Plan, emissions
reduction and climate-related risks and opportunities, and
metrics and targets.
Enterprise Risk Management Committee
(ERMC)
The ERMC manages risk identification, assessment,
management and mitigation across the business on behalf of
the ELT, including climate-related risks and opportunities.
The Group has a risk management framework approved by
the ERMC which it applies to all enterprise risks, including
climate-related risks. In FY24, the Group’s standard
risk register tool was updated to allow relevant risks to
be highlighted as climate-related risks and to capture
information related to transition and physical risks, the risk
emissions trajectory, and the risk time horizons. This will
help ensure climate risks and opportunities are considered
across the business and across short, medium and long-
term time horizons.
The ERMC meets quarterly, is currently chaired by the CFO
and includes members of the ELT and other senior managers
with functional risk and operational responsibilities.
Day-to-day management
Individual business areas and functions are responsible
for day-to-day management of climate-related risks and
opportunities and progressing sustainability initiatives which
are aligned with the Group’s Sustainable Living Plan and
associated goals.
The Group’s Sustainability and Ethical Sourcing team shapes
the Group’s sustainability strategy, policy development
and longer-term planning. The team is led by the GM
Sustainability and Ethical Sourcing who reports to the EGM
Supply Chain and Sourcing. The team plays a critical role
in creating awareness, educating and partnering with the
business on sustainability initiatives, including identifying
risks and opportunities. The team acts as secretariat to both
the OSC and the ESS Committee and is responsible for the
day-to-day management of the Group’s climate-related
disclosures and sustainability reporting obligations, including
the Toitū Envirocare carbonreduce programme.
The team in collaboration with key internal stakeholders,
such as Internal Audit & Risk and Strategy & Corporate
Development supports the ERMC in identifying, assessing
and managing climate-related risks and opportunities.
Management remuneration is not currently linked to
sustainability performance or management of climate-related
risks and opportunities.
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This section describes the scenario analysis that the Group
has undertaken, the climate-related risks and opportunities
identified to date, our current and anticipated impacts of
climate change, and how we plan to position our business
towards a low-emissions, climate-resilient future.
3. Strategy
Climate scenario analysis process
In 2023, The Warehouse Group engaged with other New
Zealand retailers that are climate reporting entities and KPMG
New Zealand to develop shared scenarios for the New Zealand
retail sector (“Retail Sector Scenarios”). These scenarios are
detailed in a published report entitled “The Futures of Retail”.
The work included the development of three climate-related
scenario narratives over three time horizons for each retailer to
consider when developing their own climate scenarios.
The Warehouse Group has downscaled the Retail Sector
Scenarios and conducted qualitative analysis to develop its
climate scenarios and help identify climate-related risks and
opportunities over the short, medium and long term.
The outcomes of this process are being used to help inform
the long-term direction and continual evolution of the Group’s
strategy, as well as test its level of climate resilience.
Lodestone Energy. Located in the far north near Kaitaia, Kohirā is
Aotearoa’s first utility-scale solar farm to supply the national grid.
The electricity supply for 26 of our stores and sites across Northland,
Auckland and Waikato was switched to this solar farm in February 2024.
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Scenario development process
To downscale and assess the Group’s climate scenarios, we held a series
of workshops that were based on the XRB’s Entity-Level Six-Step Scenario
Analysis process. These workshops involved key internal stakeholders across
the Group’s value chain who set the the focal question, scope, time-frame and
identified the material risks and opportunities for our three scenarios.
The process was a stand-alone analysis, no modelling was undertaken,
and it was not integrated into our usual strategy processes. Looking ahead,
these scenario outcomes will be considered to inform our long-term strategy
planning.
The scenario development process was primarily managed internally to
ensure ownership of both the process and its outcomes. KPMG was engaged
to provide an external perspective during one of our workshops, where we
identified and defined key driving forces.
Governance process
The governance process used to oversee and manage the scenario
development process included having key ELT members participate in our
climate scenario workshops (see above). The ELT’s role was to ensure our most
material climate-related risks and opportunities were considered.
On two separate occasions in FY24 the ERMC reviewed the likelihood and
impact of our most material climate-related risks and opportunities, as well as
the management of these risks.
The ESS Committee maintained continuous engagement with management
throughout the scenario analysis process. This ongoing dialogue was
instrumental in identifying and sense checking our climate-related risks and
opportunities, including establishing strategies to mitigate these risks.
Steps 1 and 2
Engaged internal stakeholders and
defined the problem
We engaged internal key stakeholders who play a critical role in
governing and managing our value chain.
Step 3
Identified and prioritised driving forces
Driving forces (also known as ‘drivers’) are typically broad-scale
factors that influence the direction of future change. These were
discussed across Political, Economic, Social, Technological,
Legal and Environmental (“PESTLE”) driving forces.
Step 4
Selected outcomes and pathways
and drafted narratives
We used publicly available Scenarios, including the Network for
Greening Financial System (NGFS), Intergovernmental Panel on
Climate Change (IPCC), and the New Zealand Climate Change
Commission (CCC) Scenarios.
Step 5
Drafted Narratives
Our narratives follow a clear internal logic consistent with the
Retail Sector Scenarios, and applied to the Group’s drivers,
outcomes, and pathways.
Step 6
Reviewed and finalised the scenarios
Checked the scenarios are consistent and fit for purpose, then
documented our process and methodology in a full report.
Our assessment centred around key focal questions
How could climate change plausibly affect our business performance and financial results?
What should we do, and when?
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THE WAREHOUSE GROUP CLIMATE SCENARIOS
CATEGORYSCENARIO 1: ORDERLYSCENARIO 2: DISORDERLYSCENARIO 3: HOT HOUSE
ScenarioNet Zero 2050Delayed TransitionCurrent Policies
Intergovernmental Panel on Climate Change (IPCC) -
Shared Socio-economic Pathways (SSP)
SSP1–1.9SSP 1–2.6SSP 3–7.0
New Zealand Climate Change Commission (CCC)
scenarios
TailwindsHeadwindsCurrent policy reference
Policy Reaction to Climate ChangeImmediate and smoothDelayed to fast uncoordinated changeSlow change
Technology ChangeFast changeSlow to fast changeSlow change
Consumer Sentiment
Rapid reorientation towards sustainable lifestyles, as
characterised by a focus on wellbeing and conscious
consumption
Current trends continue to 2030, then abruptly
transition towards sustainable lifestyles as the physical
impacts of climate change (and biodiversity loss)
hit home
Current consumption trends continue, including the
adoption of more sustainable lifestyles by successive
generations
Physical RiskModerateModerateExtreme
Transition RiskLow to moderateHighLow
Summary
An ambitious and coordinated transition to a low-
emissions, climate-resilient future. Stringent climate
policies, innovation, ambitious investment, and medium-
to-high deployment of carbon removal solutions limit
global warming to 1.6°C in 2050 and 1.4°C by 2100.
Ambitious action is delayed to 2030, followed by
sudden and uncoordinated economic transformation.
Extensive, stringent and punitive government
intervention, but late government intervention, in
combination with some deployment of carbon removal
solutions, limits global warming to 1.7°C in 2050
and 1.67°C by 2100.
Current emissions reduction policies are implemented.
Current socio economic trends continue, resulting in
2°C global warming by 2050 and more than 3°C
by 2100.
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Scenario narratives
Overview:
New Zealand’s retail sector is nearly unrecognisable.
Traditional retail business models based on the rapid churn
of consumer goods are no longer business as usual. Retailers
have transformed their business models to purposefully
promote and support conscious consumption.
Structural forces:
Data is omni-present throughout retail value chains, from
sourcing, to point of sharing and/or sale, to end-of-life. This
enables retailers, their partners and customers to make
informed decisions about what they buy, how they buy and
from whom in order to minimise their carbon footprint.
Society:
As generations that have grown up within the context of
an interwoven climate and biodiversity crisis gain political,
economic and cultural power – the world undergoes a seismic
shift. A long-term, interconnected view of the world that
considers the wider social, cultural and environmental impacts
of all we do has become the norm.
Key trends:
• International and domestic policy settings aim to limit
total warming by the end of the century to less than
1.5 degrees Celsius.
• Consumption is oriented towards products that use
less resources and energy. Consumers are increasingly
committed to sustainable lifestyles.
• Society is driven by an increasing commitment to
sustainable development goals; inequality is reduced
both between and within countries.
• The uptake of sustainable technologies
[e.g. renewable energies and carbon capture and
storage], as well as technologies to better manage
climate-related risks, is fast.
Overview:
The world shifts late and abruptly to a more inclusive and
sustainable development pathway that respects environmental
boundaries. Management of the shared natural resources
eventually improves but needs to make up for decades of lost
action. Large New Zealand based retailers that have adapted
to the rapid changing forces have transformed their role in
the economy from pushing conspicuous consumption to
purposefully promoting and enabling conscious consumption.
Structural forces:
To compensate for yet another lost decade, government
regulation is far more extensive, invasive and punitive than
under a Net Zero 2050 scenario. Materials and energy are
increasingly expensive worldwide, but particularly in New
Zealand and other small countries, driving up the cost of goods
and services.
Society:
A long-term, interconnected view of the world that considers
the wider social, cultural and environmental impacts of all we
do has become the norm. However, New Zealand’s delayed,
abrupt and highly disruptive transformation has taken a heavy
toll on consumers’ mental wellbeing.
Key trends:
• National and domestic policy settings fail to halve
greenhouse gas emissions by 2030 but succeed in
reaching net zero emissions by 2050.
• Consumption reorients belatedly and suddenly towards
products that use less resources and energy.
• Society is driven by an increasing commitment to
achieving overdue development goals; inequality is
eventually reduced across and within countries.
• The uptake of sustainable technologies is slow until 2030
and then extremely fast.
Orderly Scenario –
Net Zero 2050
Disorderly Scenario –
Delayed Transition
Hot House Scenario –
Current Policies
Overview:
This is a divided world that refuses to cooperate and confront
the non-negotiable realities of environmental boundaries.
Instead, countries focus on their short-term domestic best
interests, resulting in persistent and worsening inequality
and environmental degradation. New Zealand’s retail sector
has made steady but only incremental improvements in its
environmental and social sustainability. Consumers can access
detailed information about products’ environmental and social
footprint, but most don’t. Instead, price, social status, and point
of origin are primary purchase considerations.
Structural forces:
Worldwide degraded soils, limited investment and chaotic
weather are placing significant strain on production and
affordability. As global supply chains become brittle, the
complexity and cost of importing retail goods has risen –
posing particularly significant challenges to importing products.
Society:
Amidst all the evidence of accelerating environmental and
societal decay, the majority of consumers do little to demand
any substantive change from government and industry to
address the climate issues.
Key trends:
• International and domestic policy settings fail to halve
greenhouse gas emissions by 2030 or reach net zero
emissions by 2050.
• New Zealand consistently fails to meet its emissions
budgets, instead relying on international offsets.
• The Government of New Zealand increasingly focuses on
adaptation to the physical impacts of climate change rather
than action to reduce emissions.
• While an increasing number of consumers are concerned
about sustainability, purchase patterns and consumer
surveys indicate that most remain wed to resource and
energy-intensive lifestyles.
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Rationale for these scenarios
The framework architectures of the Orderly, Disorderly and
Hot House scenarios developed by the retail sector are based
on an internally coherent set of socio-economic assumptions,
decarbonisation pathways, and climate change projections.
Following the NZ CS guidance, this architecture combines
distinctive and diverse higher-level, publicly available
scenarios and projections to provide broad guidelines.
The Group’s first scenario, Orderly decarbonisation, and
third scenario, Hot House, align with the mandated NZ CS
scenarios. We selected our second scenario, Disorderly, to
represent a challenging future for our business and industry as
it is designed to explore a disrupted climate transition. These
scenarios are consistent with the retail sector scenarios (but
downscaled for TWG’s own business), and therefore support
comparability with the disclosures of other retailers. No further
scenarios have been explored.
Scenario boundaries and time horizons
The climate-related scenarios have been limited to the
following boundaries when assessing the scope and materiality
of climate-related risks and opportunities.
For easy comparability for primary users, we have applied the
same time horizons as was agreed with the New Zealand retail
sector, as documented in The Futures of Retail Report. The
Group has used these time horizons for both undertaking its
scenario analysis and characterising the climate-related risks
and opportunities it has identified as short, medium or long-term.
Current Transitional and
Physical Impacts
The Group understands that climate change is already having
an impact on our communities, partners, team members and
sites in New Zealand, Australia, China and Bangladesh.
The following key physical and transitional risks have been
identified as having an impact on our Group in FY24 reporting
period. This list is not exhaustive and excludes impacts we
consider to be immaterial.
PARAMETERSBOUNDARIESRATIONALE
Geography
New Zealand
China
Bangladesh
Australia
New Zealand is where our 221+ sites are located for the Group and
comprise 10,000 team members. Together, New Zealand, Australia,
China and Bangladesh make up more than 80% of our sourced
products.
Retail categories
Fast-moving consumer goods
Slow-moving consumer goods
We have kept the same category as the Retail Sector Scenarios of
FMCG and SMCG to allow for valuable sector-wide insights without
requiring overly detailed sub-sector analysis.
Value chain elements
Tier 1 and Tier 2 Manufacturing
New Zealand Distribution
Retail
International Supply-chain
Logistics
We have kept the elements from the retail sector scenarios with the
addition of International Supply Chain Logistics to account for the
impacts from the different countries from which the Group sources
products.
Time horizons
Short-term: 2024-2030
While the retail sector operates on a one to three year time horizon,
2024-2030 aligns with the New Zealand retail sector scenario
setting, as well as the Group’s own five-year strategic planning
process.
We have aligned with the New Zealand retail sector scenario setting,
and encompassed the 10-year period between short-term and
allowing for a 10-year long-term period up to 2050.
We have aligned with both international and New Zealand
commitments to limit the global temperature increase to 1.5 degrees
Celsius above pre-industrial levels, and global ambitions for net zero
emissions to be attained by 2050.
Medium-term: 2031-2040
Long-term: 2041-2050
Physical Impacts
• Several floods struck China in 2023 and 2024, most
because of heavy seasonal rainfall in different areas across
the country but did not have a significant impact on our
operations (e.g. orders were not seriously disrupted).
• New Zealand weather events in Northland, Auckland,
Hawke’s Bay and the East Coast have not had any
significant long term physical impacts to our sites or
operations.
Transitional Impacts
• Internal resource requirements to meet increasing
climate-related reporting obligations.
• Increasing support to our suppliers to meet our
Scope 3 emissions reduction targets and transition
to a low-carbon future.
• Greater expectations from customers and broader
stakeholders to reduce Scope 3 emissions.
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Climate-related risks and opportunities
The table shown on the following pages sets out the key climate-related risks and opportunities the Group has identified against the three climate-related scenarios. To determine the potential
impact, these risks and opportunities were assessed against an internal materiality matrix for each scenario and time horizon, evaluating each risk’s likelihood and impact on the Group. Other
risks and opportunities not meeting the materiality threshold have not been disclosed. However, the Group will continue to monitor the materiality of those risks and opportunities and adjust its
disclosures in the future to reflect changes in materiality as required.
Transitional Risks
RISKS AND ANTICIPATED IMPACTS
CURRENT STRATEGIES
TO MITIGATE RISK
POTENTIAL FUTURE STRATEGIES
TO MITIGATE RISK
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Carbon Taxes
To meet Nationally Determined Contributions
(NDCs) targets (i.e. the Paris Agreement), the New
Zealand Government could impose various climate
taxes increasing our cost of doing business. In
addition, there is a risk that other countries do
not impose the same restrictions and the Group’s
carbon-adjusted products cannot compete.
Lodestone Renewable Energy contract.
Assessing and measuring our suppliers’ current
carbon footprints.
Investing in recycled materials in our products.
Electrifying our fleet.
Post consumer waste recycling programmes in
our stores.
Incorporating carbon pricing considerations into
long-term strategic planning processes.
Working with branded suppliers, and third-party
providers to reduce their emissions.
Advocating for policy changes that support an
orderly transition.
Short-term
Medium-term
Long-term
Insurance Premiums
Insurance rates surge leading to increased
indirect (operating) costs and impact on margin
and potentially putting the business in a
compromised position where it may have to self-
finance situations not covered by insurance.
Diversifying sites across multiple locations
throughout New Zealand to spread risk.
Regular asset portfolio review is part of our
strategic planning.
Continuous insurance cost optimisation.
Incorporating climate change considerations into
long-term strategic planning.
Short-term
Medium-term
Long-term
Climate Regulations
Increased complexity, cost and resources needed
to meet increasing climate regulatory needs,
leading to increased indirect (operating) costs and
impact on margin.
Engaging experts where necessary to support
compliance.
Allocating appropriately skilled internal resource.
Ensuring adequate resource is available to comply
with the policies and capital allocated to support
environmental initiatives.
Advocating for policy changes that support an
orderly transition.
Short-term
Medium-term
Long-term
Brand Reputation
There is a risk that extreme and quick changes in
consumer expectations could lead to the Group
getting left behind and losing market share if
it does not adapt to new, sustainable business
practices before our competitors. If this risk
eventuates it could negatively impact revenue
potential.
A major focus of our sustainability plan is striving
to make sustainable living easy and affordable to
everyone.
Moving all light passenger fleet to electric and
in partnership with Lodestone Energy switching
all stores and offices to solar power. Improving
sustainability performance of products and
packaging and engaging suppliers on reducing
their GHG emissions.
Since 1982 the Group has raised more than $83
million for New Zealand charities and communities.
Adapting The Group’s business model to changing
consumer expectations. Significant investment is
required to adapt.
Short-term
Medium-term
Long-term
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
RISK PROFILE TO
THE WAREHOUSE GROUP
TIME
HORIZONS
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Product Affordability
Growing economic and social inequalities means
many of customers struggle to afford items that are
not essential or sustainable.
The challenge of the Group’s ability to generate
sales, paired with continued high inflation impacting
Cost of Goods Sold (COGS) and Cost of doing
Business (CODB) will impact the Group’s margin.
Offering everyday low-price items at
competitive prices.
Actively reducing operating costs.
Identifying opportunities to reduce operating
costs and improve efficiency without
compromising product quality.
Optimising inventory levels to minimise excess
stock and reduce carrying costs.
Short-term
Medium-term
Long-term
Physical Risks
RISKS AND ANTICIPATED IMPACTS
CURRENT STRATEGIES
TO MITIGATE RISK
POTENTIAL FUTURE STRATEGIES
TO MITIGATE RISK
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Freight Disruption
Disruption to supply chain freight in extreme
weather events.
Some Group shipments may not arrive in
New Zealand for key trading periods,
impacting revenue potential.
Monitoring supply channels and working with
freight suppliers to find alternative routes for all
critical categories.
Continuing to work with freight suppliers on
alternative transportation solutions and routes.
Short-term
Medium-term
Long-term
Factory Disruption
China and Bangladesh are expected to be hit
harder than New Zealand by the physical impacts
of climate change, making it increasingly difficult
to source from these countries.
This may lead to a loss and decrease in profit,
increased cost of goods and increased supply
chain costs.
Diversified supply chain to reduce reliance on
single-source suppliers.
Increased geographic spread of suppliers to
reduce over reliance on one sourcing location.
The Group provides training and resources to
help suppliers improve their resilience to climate
impacts.
Conducting a thorough risk assessment to identify
factories that are susceptible to weather-related
risks.
Working with most material suppliers to create
adaptation plans.
Short-term
Medium-term
Long-term
Availability of Resources
Volatility in the supply of raw materials caused by
the impact of climate change.
This would negatively impact the availability of
sourced goods for the Group, increasing the
landed cost price of our products.
Diversifying the sources of raw materials.
Investing in products made from recycled
materials.
Working with suppliers to improve their raw
material sourcing and usage.
Monitoring global commodity markets; having
action or backup plans for all critical categories.
Exit/design out products with a high carbon
footprint.
Short-term
Medium-term
Long-term
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
RISK PROFILE TO
THE WAREHOUSE GROUP
TIME
HORIZONS
Transitional Risks (continued)
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Physical Risks (continued)
RISKS AND ANTICIPATED IMPACTS
CURRENT STRATEGIES
TO MITIGATE RISK
POTENTIAL FUTURE STRATEGIES
TO MITIGATE RISK
TIME
HORIZON
ORDERLYDISORDERLYHOT HOUSE
Geopolitical Instability
Localised climate-related conflicts begin to
impact the Group’s manufacturing and supply
chains in China and Bangladesh. Such events
could significantly disrupt our ability to supply our
customers. This would negatively impact revenue
(reduced sales), employment (store/Distribution
Centre closures) and reputation (inability to fulfil
customer orders).
Participating in industry groups and alliances that
promote climate resilience and sustainability e.g.
active members of the New Zealand Business
Roundtable in China (NZBRiC) which develops
thought leadership and advocates for NZ-China
matters, including on sustainability and climate-
related issues.
Mapping out the entire supply chain to identify
critical points that could be disrupted by climate-
related issues .
Avoiding over-reliance on any single supplier or
region that may be prone to climate risks.
Short-term
Medium-term
Long-term
Trading Disruption
New Zealand experiences more frequent, severe,
and less predictable weather systems, leading to
some parts of the country being uneconomical
to live in.
In the short term this may impact our ability to
trade and our logistics might not be able to access
sites. In the long term some stores may become
untradeable.
Starlink Satellite internet communication and
generators to stores when required.
While disruptive, relocating our stores as we
mostly lease our sites.
Maintaining a robust financial planning process
and risk management framework to anticipate
and mitigate potential economic challenges.
Short-term
Medium-term
Long-term
CLIMATE OPPORTUNITY SCENARIOTIME PERIOD
The Group could become a market leader by leading the shift to low-cost
energy-efficient/more sustainably sourced products
Orderly Short – long term
Increased availability of technological solutions and infrastructure to
support low-carbon activities, e.g. zero carbon freight to meet our climate
commitments
Orderly Short – long term
Opportunity to help our customers live a more sustainable lifestyle,
including solar-generators, air-conditioning/heating units and
low-energy-intensive products
Hot HouseMedium – long term
New Zealand is seen as a comparatively climate-resilient location and
access to capital and immigration leads to more prosperous economic
conditions for trading in the long term
Disorderly/Hot HouseLong term
Opportunities
The table below describes the key climate opportunities for the Group, as well as the scenario and time period in which they are most likely to appear.
Very HighHighMediumLow
Short-term Medium-term Long-term
2024 – 2030 2031 – 2040 2041 – 2050
RISK PROFILE TO
THE WAREHOUSE GROUP
TIME
HORIZONS
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Internal capital deployment and
funding decision-making processes
The Group has not to date fully integrated all of the
climate-related risks and opportunities it has identified
into its internal capital deployment and funding
decision-making processes. However, certain climate
and sustainability factors are relevant to our capital
expenditure, financing and/or investment, as described
more fully on page 26.
Strategic positioning and transition
plan
A brief overview of the Group’s current business model
and strategy is provided on pages 5 and 6 of this report.
The Group’s business strategy is complemented by our
Sustainable Living Plan, launched in FY22 and built around
four pillars – or ‘building blocks’:
1. Product and packaging sustainability leadership
2. Sustainable living solutions
3. Circularity solutions for customers
4. Running a sustainable operation.
A review of the Group’s Sustainable Living Plan, including
the climate-related initiatives within it, commenced
during FY24. This aims to ensure the plan remains aligned
with the Group’s business model and strategy, while also
considering and being informed by NZ CS requirements
and associated scenario timelines.
The Group has not set out transition plan aspects
of its strategy to an extent that would fully meet the
requirements of NZ CS and has applied Adoption Provision
4 (see Appendix 2).
That said, several actions have been completed or are in
progress with regards to developing the transition plan
aspects of our strategy, including:
• We have worked with other organisations to develop
key climate scenarios at a retail sector level.
• We have identified our material climate-related risks
and opportunities as set out in this report, including
by identifying the top 10 climate-related risks and
the high-level impact across the key scenarios. In
addition, we have identified both current strategies
that we are adopting to mitigate our climate-related
risks, and potential future strategies that could be
adopted as set out on pages 15 to 17.
• We commenced integrating climate-related risks into
enterprise risk management processes, as described
on page 19; and
• We have initiated several actions related to metrics
and targets, particularly those related to Scope 3
GHG emissions, such as improving data collection
from suppliers.
During FY24, KPMG was engaged to support the Group
Finance team’s readiness to quantify climate-related
financial impacts.
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4. Risk Management
This section describes the Group’s processes for
identifying, assessing and managing climate-related risks
and how they are integrated into the Group’s overall risk
management framework.
Risk management framework
The Group’s risk management framework has been designed
to identify, assess, control and monitor key risks. The
identification and ongoing management of these key risks
assists the business in achieving its objectives and goals. It
applies to all risks, including those related to sustainability
and climate, without explicitly prioritising one type over
another. More detail on the Group’s risk management
framework is available in our Annual Report.
The Group’s Sustainability and Ethical Sourcing team is
responsible for making the initial risk appetite determination
for sustainability, including climate-related risks, across risk
appetite profiles. This is undertaken with due consultation and
engagement with key internal stakeholders.
The Groups ERMC monitors management of the Groups
risks against its risk appetite and ensures operational risk
management practices and procedures are prudent.
(see also page 9).
Prioritising climate-related risks and
opportunities
In FY24, the Group’s risk management framework was adapted
and extended to enable transition and physical climate-
related risks and opportunities to be identified using the
same short, medium, and long-term time horizons used in
the Group’s climate scenario analysis. Scope and potential
materiality of climate-related risks and opportunities were
assessed giving due regard to boundaries established for four
key parameters namely geography, retail categories, value
chain, and time horizons (see page 14 for more detail).
During FY24, potential climate-related risks and opportunities
were identified via a series of cross-functional workshops,
assessing the potential impacts of internal and external
drivers on the business using a PESTLE assessment
framework, considering:
• Direct or indirect climate change issues
• Climate risk category, i.e. Transition or Physical risk impact
• Associated climate scenario (i.e. Orderly, Disorderly,
Hot House)
• Time horizon by which the drivers and risk are expected to
have an impact.
These risks and opportunities were then further prioritised
through various internal reviews with key internal stakeholders,
the ERMC and ELT. They were then reviewed and acknowledged
by the ESS Committee, before being presented to the ARC and
recommended by the ARC for approval by the Board, as part of
the overall process of approving this climate-related disclosure.
Key climate-related risks and opportunities are entered onto a
risk register which is maintained by the Group’s Sustainability
and Ethical Sourcing team.
The Group acknowledges that arrangements for managing
risks are more established than those for managing
opportunities. We anticipate that these will mature over the
next few years, as the Group’s approach to climate-related
opportunities is enhanced and formalised.
Frequency of assessment
The Group undertook scenario analysis and an associated
assessment of climate-related risks and opportunities for
the first time in FY24. Going forward prioritised climate-
related risks and opportunities will be reviewed quarterly, in
consultation with the ERMC, with updates on this process
provided to the OSC and in turn to the ESS Committee.
In addition, the Sustainability and Ethical Sourcing team,
under the sponsorship of the OSC, will facilitate an annual
review and update of climate-related risks and opportunities
which will run concurrently with our annual scenario analysis
process.
Risk assessments may also be updated in light of new
information or changing circumstances. Any material changes
to climate-related risks or opportunities outside of regular
processes will be reported to the OSC and ERMC, and the risk
register updated accordingly.
During FY25, we will continue to integrate key climate-
related risks and opportunities into existing risk management
processes by assigning operational ownership of risks
and controls, considering strategies for horizon scanning,
assessing anticipated financial impacts and determining
criteria for refreshing and reviewing scenario analysis.
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5. Metrics and Targets
This section set out information relating to our climate-related
metrics, and targets used to manage climate-related risks and
opportunities.
GHG emissions inventory
The Group is a Toitū carbonreduce certified organisation.
The Toitū carbon certification is a voluntary programme that we
participate in as part of our commitment to climate action. This
carbon certification programme requires adherence to a set of
standards and rules on an annual basis, focusing on measuring and
reducing GHG emissions according to ISO 14064-1:2018 standards.
We have also reported to CDP – the global climate disclosure
initiative – each year since 2011. In 2023, we achieved a CDP
climate score of B.
Emission categories
The Group currently assesses operational impact on the climate
by measuring our absolute Scope 1, 2 and certain Scope 3
emissions against a 2020 base year.
Scope 1 includes GHG emissions from sources that we own
or control. This includes the fuel used in vehicles we own or
lease, natural gas and emissions generated through the use
of refrigerants. Our scope 2 emissions include indirect GHG
emissions from the generation of electricity that we purchase.
These scope 2 emissions are different depending on whether
they are calculated using a location-based or a market-based
methodology, and we disclose both in this report.
Scope 3 includes GHG emissions generated by our own suppliers
and customers. The most significant Scope 3 GHG emissions
which contribute to our carbon footprint inclu
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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.