Annual Report
for the period ended 30 January 2011
Contents
Key Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Chairman’s Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Managing Director’s Review of Operations . . . . . . . . . . . . . . . . . . . 4
Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . 8
Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 13
Auditors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
General Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Top 20 Holder List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Calendar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Key Facts
Audited
Audited
period ending period ending
31 January
2010
$000
30 January
2011
$000
Audited
period ending
25 January
2009
$000
Audited
period ended
27 January
2008
$000
Audited
period ended
28 January
2007
$000
Trading Results
Sales Revenue
Gross profit margin
Earnings before interest and tax (EBIT)
Net profit after tax (NPAT)
Net cash flows from operating activities
Financial Position and Statistics
Shareholders' funds
Total assets
EBIT per share
NPAT per share
Operating cashflow per share
Current ratio
419,294
416,686
388,467
407,750
372,078
39.8%
32,755
21,612
45,264
131,886
191,119
15.4c
10.2c
21.3c
2.5:1
39 .9%
30,118
21,026
14,910
127,621
173,707
14 .2c
9 .9c
7 .0c
2 .7:1
38 .6%
15,113
11,634
28,099
121,550
177,184
7 .1c
5 .5c
13 .2c
2 .3:1
68 .6%
40 .4%
31,774
22,441
22,672
117,979
180,389
15 .0c
10 .6c
10 .7c
2 .0:1
65 .4%
40 .8%
36,252
26,048
45,802
112,062
172,391
17 .1c
12 .3c
21 .6c
2 .0:1
65 .0%
Shareholders' funds to total assets
69.0%
73 .5%
Store Numbers
Homeware
Sporting Goods
Briscoe Group
Total Store Area (m2)
Homeware
Sporting Goods
Briscoe Group
54
32
86
58
32
90
57
32
89
54
32
86
48
27
75
93,964
53,204
94,852
53,714
94,602
53,714
92,214
53,812
87,249
47,948
147,168
148,566
148,316
146,026
135,197
1
Chairman's Review
We are pleased to present the Directors’ Reports on the
financial and operational performance of Briscoe Group
Limited for the 52 week period ended 30 January 2011 .
The 2010-11 year was one of substantial growth for the
Group, despite a continuation of the very challenging
and competitive retail environment that has adversely
affected retailers so severely in recent years . Given this
operating environment and the competitive retail market
we are pleased with the result and believe there are still
further growth opportunities and scope for improved
performance .
At our annual meeting last year we spoke about
structural, strategic and cost-reduction initiatives that we
had undertaken . A number of these are still continuing
with increasing refinement and focus whilst the
commitment and much hard work to achieve improved
results continues throughout the organisation .
We continue to focus on providing the customer
with great product and exceptional prices delivered
through the best possible in-store experience . The major
restructuring we commenced just over two years ago
of operational and merchandising activities gave our
managers greater ownership and accountability and
it is apparent that this ownership has translated into
pride in their stores . The sense of ownership has greatly
added to the customer experience and brings us all
tangible results . The profit centre structure is enabling
more flexibility in the allocation of resources across
brands and the “profit-sharing” arrangements that we
put in place have certainly been a win-win for the high
performing managers as well as for the Group and its
shareholders .
Our investment in new technology in recent years
continues to generate improved performance with
increased ability to control inventories and refine
product ranges . Complementing this has been the
streamlining of our marketing operations, again to drive
improvement in the shopping experience for customers .
Notwithstanding numerous changes we have made to
Living & Giving, a number of these stores continued
to struggle, under the pressure of continued low levels
of discretionary spending . Four of these stores were
closed during the year as the leases expired and we
will continue to closely monitor the performance of the
remaining stores and make appropriate decisions as
leases come up for renewal .
Your directors and senior management are still far from
complacent . There is still much to do, but we have a
strong foundation in place from which the Group can
continue to develop and prosper .
The Group remains in a strong financial position to
weather the ongoing volatile economic environment .
Indeed with no debt and a strong cash balance
Briscoe Group continues to be favorably positioned
to take advantage of investment opportunities,
should they present, as well as maximising organic
growth opportunities that we believe would improve
shareholder wealth .
The Board is keen to pursue further growth initiatives
for the homeware and sporting goods operations and to
extend the Group’s reach into new geographical areas .
Opportunities for further expansion through acquisition
or store rollout will continue to be evaluated on the
basis of the potential to add value to Briscoe Group and
its shareholders .
Financial performance
Sales revenue was $419 .29 million, compared with
$416 .69 million previously . On a same store same day
basis, sales increased for the year by 2 .4 percent .
Gross profit increased from $166 .46 million to $166 .75
million, equating to a gross profit margin of 39 .8 percent
compared with 39 .9 percent for the previous year .
Net profit after tax (NPAT) was $21 .61 million compared
to the $21 .03 million for last year .
The result includes a tax adjustment of $2 .48 million
that the Group is required to book under New Zealand
Equivalent to International Accounting Standard 12 as
a result of tax changes announced by the Government
during the year . This deferred tax liability adjustment
is a one-off non-cash accounting entry which has
no material impact on Briscoe Group’s underlying
profitability, cash flows or dividend policy . Excluding
this adjustment NPAT for the full year was $24 .10
million or 14 .6 percent higher than the full year result
reported for last year .
The results were for the 52 week period from 1 February
2010 to 30 January 2011 compared to the 53 week period
last year from 26 January 2009 to 31 January 2010 .
Inventories were $63 .18 million at 30 January 2011,
being slightly below the $63 .35 million reported for last
year, reflecting the lower store numbers and also the
2
constant focus on inventory that the Group has at all
operating levels .
Net cash inflows from operating activities were $45 .26
million, $30 .35 million above those of last year
primarily as a result of the abnormally high payments
made last year due to the 53 week financial period .
Net cash outflows from investing activities were $4 .79
million reflecting investment made in store fit-outs
during the year .
Dividend
The directors have resolved to pay a final dividend of
6 .00 cents per share (cps), fully imputed . When added
to the interim dividend of 3 .00 cps, this brings the total
dividend for the year to 9 .00 cps, representing 88% of
the Group’s tax paid earnings . During the last four years
the Group has paid out 79% of tax paid earnings .
The directors have approved the final dividend payment
date of 31 March 2011and the share register will close
to determine entitlements to the dividend at 5 pm on 24
March 2011 .
Executive Share Option Plan
The Board is of the view that all shareholders benefit
from the issue to key senior executives of long-term,
appropriately-priced share options that crystallise only
on delivery of increased shareholder value . In 2003 the
Group established an Executive Share Option Plan to
issue options to selected senior executives and, subject
to shareholder approval, to Executive Directors . The
Board intends to issue up to a further 1,500,000 options
in the current 2011-12 financial year . This will result
in the total number of share options issued under the
scheme since its inception and still exercisable being
equivalent to 3 .3% of the current issued share capital .
The first four tranches of options, issued between 2003
and 2006 have now lapsed with no options being
exercised . The fifth tranche became exercisable at a
price of $1 .38 each from 14 December 2010 . Of the
1,139,000 options issued in that tranche, 1,077,000 are
still exercisable . The holders have until 14 December
2011 to exercise them . Disclosures will continue to
be made in relation to the share options issued by the
Group as and when options are exercised or lapse .
Further details of the Executive Share Options Plan
can be found in Note 21 (page 44) of the financial
statements contained within this Annual Report .
Community Sponsorship
At Briscoe Group we continue to be aware of the need
to be a responsible and socially aware corporate citizen .
The two recent earthquakes in Christchurch have
affected many people and Briscoes Group has been
working and continues to work closely with the Red
Cross to ensure our contribution is effective and timely .
We have continued our support of Cure Kids as our
charity of choice as we continue to believe it is a
cause that fits our values . Cure Kids has been funding
life saving research for over 30 years and more than
$25 million has been invested to improve the lives of
children in New Zealand and around the world . Some of
the successful research that Cure Kids has helped fund
includes:
• Research into the understanding and treatment of
congenital diseases . Professor Stephen Robertson
is the Cure Kids Chair of Child Health research at
the University of Otago and after many years of
frustrating research he has stunned the medical
world by identifying a deadly mutation in a
single gene – amongst a staggering 3,000 million
individual units .
• Research into cot death . In the past 15 years, New
Zealand’s rate of cot death has plummeted from
over 280 per year to around 60, and continues
to fall . Much of this is due to the preventative
strategies by Professor Ed Mitchell, Cure Kids Chair
of Child Health Research at the University
of Auckland .
• Research into child leukaemia . Researchers
funded by Cure Kids at the University of Otago
have recently made groundbreaking advances
into understanding when the genetic change for
leukaemia occurs in children .
Alaister Wall, Deputy Managing Director of Briscoe
Group continues as a Director of Cure Kids, reinforcing
our commitment to this incredible charity as it strives to
find cures for every disease affecting kiwi children (and
their families) and improve their quality of life along the
way .
As well as our alignment with Cure Kids we support
a wide variety of local community based charities,
sports clubs and other initiatives by donating product to
support fundraising efforts .
Directors, Management and Staff
In addition to participating in formal monthly Board
meetings throughout the year, the directors attended
other meetings of directors and regular meetings of the
Board’s Audit and Human Resources Committees .
On behalf of my fellow directors, I wish to acknowledge
the enormous contributions of all managers, profit
partners and other employees to the Group’s
performance during the year . Their contributions are
sincerely appreciated .
Rosanne Meo, CHAIRMAN
3
Managing Director's Review of Operations
Introduction
During another tough trading year the Group continued
to focus on doing the basics well . Controlling costs,
buying well and planning and implementing effective
promotions have contributed to our continued growth in
profit .
The New Zealand dollar remained high throughout the
year and we took advantage of this by further expanding
our import programme . The higher level of imports
enabled us to fuel aggressive promotional offers without
cutting too deeply into our closing margins .
The Profit Centre structure continues to have a major
positive effect on our business as the Senior Profit
Partners (SPPs) grow in confidence in their roles . The
reduction in store controllable costs has substantially
contributed to our improved profit performance and is a
result of the ownership embraced by the SPPs who run
our stores .
merchandise division to help improve the quality of our
data maintenance . This function is now well established
and provides improved support to the merchandise
team .
Our store and support profit share schemes continue
to keep our people clearly focused on producing
incremental profit . During a year when our trading
performance has been under pressure the drive for
incremental profit growth has been a major reason for
our success .
With another tough year ahead, the ability and
motivation of our senior management team to quickly
respond to changing conditions will underpin our drive
to increase market share and continue to improve
returns to our shareholders .
Homeware
Briscoes Homeware remains committed to offering
The merchandise team has continued to develop
excellent value for money through an aggressive
product ranges which offer our customers better choice
promotional programme .
and value for money . We remain committed to offering
The high level of promotional aggression from
a wide range of branded products believing that brands
competitors continued throughout the year and our
at excellent prices deliver to our customer what they
ability to keep our own promotional programme
want .
interesting and attractive to customers has been an
important driver of sales .
The Group has experienced a number of cost increases
During the year we relocated the Briscoes Homeware
in key commodities this year and has worked hard
store in Palmerston North to a new site with improved
with our suppliers to minimise the impact to retail
parking and storage facilities .
prices whenever possible . Cotton prices have increased
considerably and the merchandise team has managed
As signalled in the Interim Report we have taken the
to lessen the effect on retail prices by strategic forward
opportunity to exit four loss making Living & Giving
buying to take advantage of pricing opportunities . Some
stores as their leases have expired . The closures at
of these cost increases will inevitably flow through to
Northlands, Newmarket, Takapuna and Hamilton have
increased retail prices and we will monitor competitors’
been successfully managed by our SPPs with very
prices closely to ensure we remain competitive .
little residual stock . We would like to thank the teams
involved for the professional way they have managed
In the last Interim Report we announced that the Group
theses closures and we will continue to closely monitor
had created an administration function within the
the performance of our specialty stores and make
appropriate decisions as leases come up for renewal .
4
Sporting Goods
Rebel Sport promoted aggressively throughout the year
to compete for its share of discretionary spend .
Improved inventory management supported by a strong
promotional programme featuring Sonny Bill Williams
helped Rebel Sport produce acceptable same store sales
growth despite difficult trading conditions through the
second half of the year .
escaped without major injury . The costs that we incur
and any profit we lose as a result of the earthquake are
covered by our insurance policies . The directors and
management thank everyone for the way they have
responded to these extraordinary challenges .
GST rate change
During the second half of the year we successfully
Rebel Sport stores at Palmerston North and Central
managed the change in the GST rate which required a
Wellington were relocated to improved sites during the
significant amount of re-pricing in all Briscoe Group
year .
Christchurch Earthquakes, 4th September
2010, 22nd February 2011
We have all been shocked by the two major earthquakes
that struck Christchurch . All of the Group’s seven
Christchurch based stores were affected in varying
degrees by the first earthquake on September 4th .
However all stores reopened within a short time and
were trading at a reasonable level until the second
major quake on February 22nd . The second quake did
further damage to a number of our stores and at the
time of this report we are still assessing the full level
of damage to Rebel Sport Colombo Street and Briscoes
Homeware Salisbury Street . We are fortunate and very
thankful that during both disasters our customers and
staff who were in our stores at the time of the quakes
stores . We took the view that our customers needed
to have clarity around pricing pre and post the change
and applied price stickers showing both prices to all of
our products during the months before the change . This
decision was welcomed by our customers and received
positive coverage in the media .
We believe that the increased rate did slow sales in
some categories as customer confidence was affected by
the large amount of media coverage approaching and
after the rate change .
People and performance
The tough nature of the retail market as well as ‘one-off’
extraordinary events has put additional pressure on our
team . By keeping our focus on doing the basics well we
have managed to absorb this pressure and still achieve
our goals throughout the year .
5
We will continue to develop and support the key people
Our Briscoes Homeware and Rebel Sport stores in
in our stores and support office . This year we will focus
Nelson will be relocated to a new site where the stores
on delivering targeted training to SPPs and their teams
will be adjacent . This move will result in superior
following the completion of a training needs analysis .
locations with better customer parking and will allow
The coming year will also see additional resource
the SPP to gain all of the synergies which come from
invested to further up-skill this team in the interpretation
operating two stores on one site .
and use of information available to them from the
Group’s SAP information system . By improving the SPPs’
In addition to these major projects we will support our
skills in this area we are confident they will provide
SPPs to complete minor works throughout the year as
improved detailed feedback to the merchandise team
opportunities are identified to increase returns .
allowing them to further improve sales, stock turn and
gross profit margin .
Priorities and outlook for 2011/12
The Group’s goal remains to offer customers excellent
value for money across the best ranges of quality
branded products we can source .
The last two years have been tough and despite a market
which has adversely affected many of our competitors
we have managed to produce increased profits in
both years . We will continue to focus on generating
incremental profits by managing our business carefully .
While we do expect to continue to strengthen our
position in the current year as New Zealand’s leading
retailer of homeware and sporting goods, the extent
of any improvement in financial performance will be
highly dependent on the overall economic environment,
which remains volatile .
Our focus remains on improving returns to our
shareholders and we believe that our profit centre and
support structure, information systems and merchandise
expertise will allow the Group to maintain or grow
market shares in both the homeware and sporting goods
During this year the space management models will be
sectors .
increasingly used by our SPPs in Briscoes Homeware
and Rebel Sport stores . By using these models they will
continue to increase the return from the space in their
stores by allocating space in optimal proportions based
Rod Duke
on sales and gross profit returns .
GROUP MANAGING DIRECTOR
In three of our key locations (Albany, Henderson
and Botany Downs) where Rebel Sport and Briscoes
Homeware stores are adjacent, we will re-align the
space to make the Briscoes Homeware store and the
storage facilities larger by reducing the space for Rebel
Sport to an optimum size . By doing this we aim to
increase sales at Briscoes Homeware, hold existing
sales at Rebel Sport and gain synergies by creating one
set of backroom and storage facilities . Based on the
performance of these projects we may look for further
opportunities in other locations .
6
Financial Statements
The Board of Directors is pleased to present the Financial Statements for Briscoe Group Limited for the 52 week period
ended 30 January 2011 . The Financial Statements presented are signed for, and on behalf of, the Board, and were
authorised for issue on the date below .
Rosanne Meo
CHAIRMAN
Rod Duke
GROUP MANAGING DIRECTOR
8 March 2011
Income Statements
For the 52 week period ended 30 January 2011
Group
Parent
Period ended
30 January 2011
$000
Notes
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Sales revenue
Cost of goods sold
Gross profit
Other operating income
Store expenses
Administration expenses
Operating profit
Net finance income
Profit before income tax
Income tax expense
419,294
(252,548)
166,746
101
(83,365)
(50,727)
32,755
1,415
34,170
(12,558)
416,686
(250,227)
166,459
116
(86,805)
(49,652)
30,118
1,187
31,305
(10,279)
–
–
–
29,112
–
(11,036)
18,076
1,034
19,110
(782)
5
5
5
6
Net profit attributable to shareholders
21,612
21,026
18,328
Period ended
31 January 2010
$000
–
–
–
23,200
–
(10,484)
12,716
945
13,661
(702)
12,959
Earnings per share for profit attributable to
shareholders:
Basic earnings per share (cents)
Diluted earnings per share (cents)
7
7
10.2
9.9
9 .9
9 .7
8.6
8.4
6 .1
6 .0
The above income statements should be read in conjunction with the accompanying notes.
7
Statements of Comprehensive Income
For the 52 week period ended 30 January 2011
Group
Period ended
30 January
2011
$000
Period ended
31 January
2010
$000
Parent
Period ended
30 January
2011
$000
Period ended
31 January
2010
$000
Notes
Net Profit attributable to shareholders
21,612
21,026
18,328
12,959
Other comprehensive income:
1,454 –
Fair value loss/(gain) recycled to income statement 2,608
Fair value (loss)/gain taken to the cashflow hedge reserve (3,625) (6,515) –
Deferred tax on fair value hedge taken to income statement 14 (782) (436) –
Deferred tax on fair value transfers to cashflow hedge reserve 14 1,059 1,954 –
Total other comprehensive income (740) (3,543)
–
–
–
–
–
–
Total comprehensive income attributable to shareholders 20,872 17,483 18,328
12,959
The above statements of comprehensive income should be read in conjunction with the accompanying notes.
8
Statements of Changes in Equity
For the 52 week period ended 30 January 2011
Group
Notes
capital
Share Cashflow
hedge
reserve
$000
$000
Share
options
reserve
$000
Retained
earnings
Total
equity
$000
$000
Balance at 25 January 2009
40,625
3,261
486
77,178
121,550
Net profit attributable to shareholders
Other comprehensive income:
Fair value loss/(gain) recycled to income statement
Fair value (loss)/gain taken to the cashflow hedge reserve
Deferred tax on fair value hedge taken to income statement
Deferred tax on fair value transfers to cashflow hedge reserve
Total comprehensive income for the period
Transactions with owners:
Dividends paid
Share options charged to income statement
Transfer for share options lapsed and forfeited
14
14
20
21
21
–
–
–
–
–
–
–
–
–
–
1,454
(6,515)
(436)
1,954
(3,543)
–
–
–
–
–
–
21,026
21,026
–
–
–
–
1,454
(6,515)
(436)
1,954
21,026
17,483
–
–
–
–
256
(162)
(11,668)
–
162
(11,668)
256
–
Balance at 31 January 2010
40,625
(282)
580
86,698
127,621
Net profit attributable to shareholders
Other comprehensive income:
Fair value loss/(gain) recycled to income statement
Fair value (loss)/gain taken to the cash hedge reserve
Deferred tax on fair value hedge taken to income statement 14
14
Deferred tax on fair value transfers to hedge reserve
Total comprehensive income for the period
Transactions with owners:
Dividends paid
Share options charged to income statement
Transfer for share options lapsed and forfeited
20
21
21
–
–
–
–
–
–
–
–
–
–
2,608
(3,625)
(782)
1,059
(740)
–
–
–
–
–
–
21,612
21,612
–
–
–
–
2,608
(3,625)
(782)
1,059
21,612
20,872
–
–
–
–
365
(309)
(16,972)
–
309
(16,972)
365
–
Balance at 30 January 2011
40,625
(1,022)
636
91,647
131,886
Parent
Notes
capital
Share Cashflow
hedge
reserve
$000
$000
options
reserve
$000
Share Retained
earnings
Total
equity
$000
$000
Balance at 25 January 2009
40,625
Net profit attributable to shareholders
Total comprehensive income for the period
Transactions with owners:
Dividends paid
Share options charged to income statement
Transfer for share options lapsed and forfeited
Balance at 31 January 2010
Net profit attributable to shareholders
Total comprehensive income for the period
Transactions with owners:
Dividends paid
Share options charged to income statement
Transfer for share options lapsed and forfeited
–
–
–
–
–
40,625
–
–
–
–
–
20
21
21
20
21
21
Balance at 30 January 2011
40,625
–
–
–
–
–
–
–
–
–
–
–
–
–
486
8,198
49,309
–
–
12,959
12,959
12,959
12,959
–
256
(162)
(11,668)
–
162
(11,668)
256
–
580
9,651
50,856
–
–
18,328
18,328
18,328
18,328
–
365
(309)
(16,972)
–
309
(16,972)
365
–
636
11,316
52,577
The above statements of changes in equity should be read in conjunction with the accompanying notes.
9
Balance Sheets
As at 30 January 2011
Group
Parent
30 January 2011
$000
31 January 2010 30 January 2011
$000
$000
31 January 2010
$000
Notes
EQUITY
Share capital
Cashflow hedge reserve
Share options reserve
Retained earnings
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Employee benefits
Total non-current liabilities
Current liabilities
Trade and other payables
Provisions
Employee benefits
Taxation payable
Derivative financial instruments
Total current liabilities
TOTAL LIABILITIES
19
3(c),8
21
17
15
16
17
14
3(c)
40,625
(1,022)
636
91,647
40,625
(282)
580
86,698
131,886
127,621
518
518
49,891
92
5,604
1,892
1,236
58,715
59,233
461
461
33,230
53
7,716
3,873
753
45,625
46,086
40,625
–
636
11,316
52,577
102
102
619
–
1,557
–
–
2,176
2,278
40,625
–
580
9,651
50,856
73
73
957
–
1,782
13
–
2,752
2,825
TOTAL EQUITY AND LIABILITIES
191,119
173,707
54,855
53,681
ASSETS
Non-current assets
Investments in subsidiaries
Property, plant and equipment
Intangible assets
Deferred tax
Total non-current assets
Current assets
Cash and cash equivalents
Trade and other receivables
Due from related parties
Inventories
Taxation receivable
Derivative financial instruments
Total current assets
TOTAL ASSETS
11
12
13
14
8
9
22
10
14
3(c)
–
42,201
520
544
43,265
82,794
1,862
–
63,177
–
21
–
44,096
1,412
2,691
48,199
59,250
2,310
–
63,353
–
595
147,854
125,508
191,119
173,707
2,783
–
–
159
2,942
31,655
687
19,288
–
283
–
51,913
54,855
2,783
–
–
183
2,966
37,669
629
12,417
–
–
–
50,715
53,681
The above balance sheets should be read in conjunction with the accompanying notes.
10
Statements of Cash Flows
For the 52 week period ended 30 January 2011
Group
Parent
Period ended
Period ended
30 January 2011 31 January 2010 30 January 2011 31 January 2010
$000
Period ended
Period ended
$000
$000
$000
Notes
OPERATING ACTIVITIES
Cash was provided from
Receipts from customers
Rent received
Dividends received
Interest received
Management fees received
Net GST received
Cash was applied to
Payments to suppliers
Payments to employees
Interest paid
Net GST paid
Income tax paid
419,862
96
5
1,151
–
–
417,099
111
5
1,251
–
–
421,114
418,466
(303,694)
(47,442)
(6)
(12,592)
(12,116)
(338,936)
(43,617)
(5)
(13,006)
(7,992)
–
–
16,972
822
11,525
345
29,664
(3,498)
(7,278)
(6)
–
(1,054)
–
–
11,668
1,005
11,455
318
24,446
(3,475)
(5,697)
(5)
–
(944)
(375,850)
(403,556)
(11,836)
(10,121)
Net cash inflows from operating activities
45,264
14,910
17,828
14,325
INVESTMENT ACTIVITIES
Cash was provided from
Proceeds from sale of property, plant and equipment
Cash was applied to
Purchase of property, plant and equipment
Purchase of intangible assets
12
13
Net cash (outflows) from investment activities
FINANCING ACTIVITIES
Cash was applied to
Advances to subsidiaries
Dividends paid
8
8
(4,539)
(256)
(4,795)
(4,787)
16
16
(6,358)
(335)
(6,693)
(6,677)
–
–
–
–
–
–
–
–
–
–
–
–
–
(16,972)
20
–
(11,668)
(6,870)
(16,972)
(13,215)
(11,668)
(16,972)
(11,668)
(23,842)
(24,883)
Net cash (outflows) from financing activities
(16,972)
(11,668)
(23,842)
(24,883)
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Foreign cash balance cash flow hedge adjustment
23,505
59,250
39
(3,435)
63,291
(606)
(6,014)
37,669
–
(10,558)
48,227
–
Cash and cash equivalents at period end
8
82,794
59,250
31,655
37,669
11
Statements of Cash Flows continued
For the 52 week period ended 30 January 2011
Group
Parent
Period ended
30 January 2011
$000
RECONCILIATION OF NET CASH FLOWS FROM
OPERATING ACTIVITIES TO REPORTED NET PROFIT
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Reported net profit attributable to shareholders
21,612
21,026
18,328
12,959
Items not involving cash flows
Depreciation and amortisation expense
Adjustment for fixed increase leases
Asset impairment adjustment
Creation of deferred tax liability
Bad debts and movement in doubtful debts
Amortisation of executive share options cost
Loss on disposal of assets
Impact of changes in working capital items
Decrease (increase) in trade and other receivables
Decrease (increase) in inventories
Increase (decrease) in taxation payable
Increase (decrease) in trade payables
Increase (decrease) in other payables and accruals
7,319
(191)
–
2,484
28
365
255
8,435
187
1,857
–
28
256
3
10,260
10,766
420
176
(1,981)
17,528
(2,751)
13,392
45,264
291
(5,893)
3,078
(14,523)
165
(16,882)
–
–
–
–
–
365
–
365
(58)
–
(297)
138
(648)
(865)
–
–
–
–
–
256
–
256
(111)
–
(245)
(228)
1,694
1,110
14,910
17,828
14,325
The above statements of cash flows should be read in conjunction with the accompanying notes.
12
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
1. Summary of significant accounting policies
These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting
Practice (NZ GAAP) . They comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) . The
financial statements comply with International Financial Reporting Standards (IFRS) .
(a) Basis of preparation of financial statements
The principal accounting policies adopted in the preparation of the financial report are set out below . These policies have been
consistently applied to all the periods presented, unless otherwise stated .
Entities reporting
Briscoe Group Limited (‘Company’ or ‘Parent’) and its subsidiaries together are referred to in these financial statements as
the Group or the consolidated entity . The Company and its subsidiaries are designated as profit-oriented entities for financial
reporting purposes .
The financial statements of the Parent are for the Company as a separate legal entity .
Reporting period
These financial statements are in respect of the 52 week period 1 February 2010 to 30 January 2011 and provide balance
sheets as at 30 January 2011 . The comparative period is in respect of the 53 week period 26 January 2009 to 31 January
2010 . The Group operates on a weekly trading and reporting cycle resulting in 52 weeks for most years with a 53 week year
occurring once every 6 years as was the case last year .
Statutory base
Briscoe Group Limited is a company incorporated and domiciled in New Zealand, registered under the Companies Act 1993
and is an issuer in terms of the Securities Act 1978 . The Company is also listed on the New Zealand Stock Exchange (NZSX) .
The financial statements have been prepared in accordance with the requirements of the Financial Reporting Act 1993 and the
Companies Act 1993 .
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial
assets and liabilities (including derivative instruments) at fair value through profit or loss .
Critical accounting estimates, judgements and assumptions
The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical accounting estimates .
It also requires management to exercise its judgement in the process of applying the Company’s accounting policies . The
Directors regularly review all accounting policies and areas of judgement in presenting the financial statements .
Estimates
The Group tests annually whether tangible and intangible assets have suffered any impairment, in accordance with the
accounting policy stated in Note 1(h) and as disclosed in Notes 12 and 13 .
13
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
The Group also reviews at each reporting date, whether the provisions for inventory obsolescence and store shrinkage
calculated in accordance with the accounting policy stated in Note 1(k), are adequate . If outcomes within the next
financial year are significantly different from assumptions, this could result in adjustments to carrying amounts of the asset
or liability affected .
Judgements
The Group assesses whether there are indications for certain trigger events which may indicate that an impairment in
property, plant and equipment values exist as disclosed in Note 12 .
(b) Principles of consolidation
Subsidiaries
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Briscoe Group Limited as at 30
January 2011 and the results of all subsidiaries for the 52 week period then ended .
Subsidiaries are all those entities over which the Company has the power to govern the financial and operating policies,
generally accompanying a shareholding of more than one-half of the voting rights . The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity .
Subsidiaries are fully consolidated from the date on which control is transferred to the Group . They are deconsolidated from
the date that control ceases .
The acquisition method of accounting is used to account for business combinations by the Group . The consideration
transferred for the acquisition of a subsidiary is an aggregate of the fair values of the assets transferred, the liabilities incurred
and the equity interests issued by the Group . The consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration agreement . Acquisition-related costs are expensed as incurred . Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values
at the acquisition date . On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the
acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets .
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date
fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets
acquired is recorded as goodwill . If this is less than the fair value of the net assets of the subsidiary acquired the difference is
recognised directly in the income statement .
Intercompany transactions, balances and unrealised gains on transactions between subsidiary companies are eliminated .
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred .
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the
Company .
(c) Segment reporting
An operating segment is a component of an entity that engages in business activities which earns revenue and incurs expenses
and for which the chief operating decision maker (CODM) reviews the operating results on a regular basis and makes decisions
on resource allocation . The Group has determined its CODM to be the group of executives comprising the Managing Director,
Chief Operating Officer and Chief Financial Officer on the basis that it is this group which determines the allocation of
resources to segments and assesses their performance .
14
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
The reportable operating segments of the Group have been determined based on the components of the Group that the CODM
monitors in making decisions about operating matters . Such components have been identified on the basis of internal reports
that the CODM reviews regularly in order to allocate resources and to assess the performance of the entity . The CODM reviews
finance income on a net basis .
The Group is organised into two reportable operating segments, namely homeware and sporting goods, reflecting the different
retail sectors solely in New Zealand, within which the Group operates . The Parent holding company is not considered to be a
reportable operating segment and as such eliminations and unallocated amounts within Note 4 are primarily attributable to the
Parent . The corporate structure of the Group also reflects these segments with its two trading subsidiaries, Briscoes (NZ) Limited
and The Sports Authority Limited . Financial details of these segments are outlined in Note 4 .
(d) Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group’s operations are measured using the currency of the primary
economic environment in which it operates (‘the functional currency’) . The financial statements are presented in New Zealand
dollars, which is the Company’s functional currency and the Group’s presentation currency .
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions . Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income
statement, except when deferred in other comprehensive income as qualifying cash flow hedges .
(e) Revenue recognition
Revenue comprises the fair value for the sale of goods and services, net of Goods and Services Tax (GST), rebates and
discounts and after eliminating sales within the Group . Revenue is recognised as follows:
Sales of goods – retail
Sales of goods are recognised when a Group entity sells a product to a customer . Retail sales are usually in cash or by credit card .
Interest income
Interest income is recognised on a time-proportionate basis using the effective interest method .
Dividend income
Dividend income is recognised when the right to receive the dividend is established .
(f) Income tax
The income tax expense for the period is the tax payable on the current period’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, and to unused tax losses .
15
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet
date in New Zealand, being the country where the Company’s subsidiaries operate and generate taxable income . Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation . It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities .
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 . An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability .
No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other
than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss .
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future
taxable amounts will be available to utilise those temporary differences and losses .
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of
investments in operations where the Group 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 .
Deferred tax is not recognised in relation to brands where they are deemed to have an indefinite life .
(g) Leases
The Group is the lessee
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating
leases . Payments made under operating leases (net of any incentives received from the lessor) are charged to the income
statement on a straight-line basis over the period of the lease .
The Group is the lessor
Rental income (net of any incentives given to lessees) is recognised on a straight-line basis over the period of the lease .
(h) Impairment of non-financial assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment and whenever
there is an indication of an impairment . Assets that are subject to amortisation are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount may not be recoverable . For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units) . An
impairment loss is recognised for the amount by which an asset’s carrying amount exceeds its recoverable amount . The
recoverable amount is the higher of an asset’s fair value less costs to sell, or value in use .
(i) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value .
16
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
(j) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for
impairment . Trade receivables arise from sales made to customers on credit or through the collection of purchasing rebates
from suppliers not otherwise deducted from suppliers’ payable accounts .
Trade receivable balances are reviewed on an ongoing basis . Debts known to be uncollectible are written off . A provision for
impaired receivables is established when there is objective evidence that the Group will not be able to collect all amounts due
according to the original terms of receivables . Significant financial difficulties of the debtor, probability that the debtor will
enter bankruptcy and inconsistency in timing of payments are considered indicators that the collection of a particular trade
receivable is doubtful . The amount of the provision is the difference between an asset’s carrying amount and the present value
of estimated future cash flows, discounted at the effective interest rate . The amount of the provision is recognised in the income
statement . When a trade receivable is uncollectible, it is written off against the provision . Subsequent recoveries of amounts
previously written off are credited against the income statement .
(k) Inventories
Inventories are stated at the lower of cost and net realisable value . Cost is determined using a weighted average method and
includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition . Net
realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses .
(l) Financial assets
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market . They arise when the Group provides money, goods or services directly to a debtor with no intention of selling the
receivable . Loans and receivables are recognised initially at fair value plus transaction costs and are subsequently measured at
amortised cost . They are included in current assets, except for those with maturities greater than 12 months after the balance
date, which are classified as non-current assets . Loans and receivables are included in receivables in the balance sheet . An
assessment is made at each balance date as to whether there is objective evidence that a financial asset or group of financial
assets is impaired . Impairment testing of trade receivables is described in Note 9 . Regular purchases and sales of financial
assets are recognised on the date on which the Group commits to purchase or sell the asset .
(m) Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re-measured to their fair value . The method of recognising the resulting gain or loss depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged . The Group designates certain derivatives
as either: (1) hedges of the fair value of recognised assets or liabilities or firm commitments (fair value hedge); or (2) hedges of
highly probable forecast transactions (cash flow hedges) .
Certain subsidiaries document at the inception of a transaction the relationship between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge transactions . These subsidiaries also
document their assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging
transactions have been and will continue to be effective in offsetting changes in fair values or cash flows of hedged items .
17
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Fair value hedge
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 attributable to the hedged risk .
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in other comprehensive income . The gain or loss relating to the ineffective portion is recognised immediately in the
income statement .
Amounts accumulated in other comprehensive income are recycled in the income statement in the periods when a hedged
item will affect profit or loss (for instance when the forecast purchase that is hedged takes place) . However, when a forecast
transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability,
the gains and losses previously deferred in other comprehensive income are transferred from other comprehensive income 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 other comprehensive income at that time remains in other comprehensive
income and is recognised when a 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 other comprehensive income is
immediately transferred to the income statement .
Derivatives that do not qualify for hedge accounting
Hedge accounting has not been adopted for some hedges including certain derivative instruments that do not qualify for hedge
accounting . Changes in the fair value of these derivative instruments are recognised immediately in the income statement .
(n) Fair value estimation
The fair value of financial assets and financial liabilities is estimated for recognition, measurement and disclosure purposes .
The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives)
is determined using valuation techniques . The fair value of forward exchange contracts is determined by mark to market
valuations using forward exchange market rates at the balance date .
(o) Derecognition of financial assets and liabilities
Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all risks and rewards of ownership . Financial liabilities are derecognised
when the obligations for payment of cash flows have expired or have been transferred and the Group has transferred
substantially all of the obligations .
(p) Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation and any impairment adjustments . Historical cost
includes expenditure that is directly attributable to the acquisition of property, plant and equipment .
Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with an item will flow to the Group and the cost of an item can be
measured reliably . All other repairs and maintenance are charged to the income statement during the financial period in which
they are incurred .
18
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Land is not depreciated . Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of
their residual values, over their estimated useful lives, as follows:
• Freehold Buildings
• Plant and equipment
33 years
3 – 15 years
Assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date .
An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its
estimated recoverable amount .
Gains and losses on disposals are determined by comparing proceeds with carrying amounts . These gains and losses are
included in the income statement .
(q) Intangible assets
Brands
Brands are valued independently as part of the fair value of a business acquired from third parties where the brand has a value
which is substantial and long-term and where the brand can be sold separately from the rest of the business acquired . Brands
are amortised over their estimated lives, except where it is considered that the economic useful life is indefinite .
Indefinite life brands are tested for impairment annually and whenever there is an indication that the brand may be impaired .
Software
Software costs have a finite useful life . Software costs are capitalised and amortised on a straight-line basis over the estimated
useful economic life of 2 to 5 years . All software has been acquired externally .
(r) Trade and other payables
Trade and other payable amounts represent liabilities for goods and services provided to the Group prior to the end of a
financial period, which are unpaid . The amounts are unsecured and are usually paid within 60 days of recognition . They are
initially recognised at fair value then subsequently recognised at amortised cost using the effective interest method .
(s) Goods and Services Tax (GST)
The income statements, statements of comprehensive income and statements of cash flows have been prepared exclusive of
GST . All items in the balance sheets are stated net of GST, with the exception of trade receivables and trade payables, which
include GST invoiced .
(t) Provisions
Provisions are recognised when:
•
the Group has a present legal or constructive obligation as a result of past events;
•
it is more likely than not that an outflow of resources will be required to settle the obligation; and
•
the amount can be reliably estimated.
Provisions are not recognised for future operating losses .
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole .
19
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
(u) Share capital
Ordinary shares are classified as capital .
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds .
(v) Deferred landlord contributions
Landlord contributions to fit-out costs are capitalised as deferred contributions and amortised to the income statement over the
period of the lease .
(w) Employee benefits
Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick leave expected to
be settled within 12 months of the reporting date are recognised in other payables in respect of employees’ services up to
the reporting date and are measured at the amounts expected to be paid when the liabilities are settled . Liabilities for non-
accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable .
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 using the projected
unit credit method . Consideration is given to expected future wage and salary levels, history of employee departure rates and
periods of service . Expected future payments are discounted using market yields at the reporting date on government bonds
with terms to maturity that match, as closely as possible, the estimated future cash outflows .
Equity settled share based compensation
The Executive Share Option Plan allows Group employees to be granted options to acquire shares of the Parent . The fair value
of options granted is recognised as an employee expense in the income statement with a corresponding increase in the share
options reserve . The fair value is measured at grant date and spread over the vesting periods . The fair value of the options
granted is measured using the Black Scholes valuation model, taking into account the terms and conditions upon which the
options are granted . When options are exercised the amount in the share options reserve relating to those options, together
with the exercise price paid by an employee, is transferred to share capital .
(x) Dividends
Provision is made for the amount of any dividend declared on or before the balance date but not distributed at balance date .
(y) Earnings per share
Basic earnings per share is computed by dividing net profit attributable to shareholders by the weighted average number of
ordinary shares on issue during the period .
Diluted earnings per share is computed by dividing net profit attributable to shareholders by the weighted average number of
ordinary shares on issue during the period, adjusted to include the potentially dilutive effect if share options to issue ordinary
shares were exercised and converted into shares .
20
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
(z) Statements of cash flows
The following are the definitions of the terms used in the statements of cash flows:
• Cash comprises cash and bank balances (Note 1(i));
•
Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and
equipment and investments;
• Financing activities are those activities which result in changes in the size and composition of the capital structure of
the Group . This includes both equity and debt not falling within the definition of cash . Loans to and from the Parent
and subsidiaries are treated as financing cash flows . Dividends paid are included in financing activities; and
• Operating activities include all transactions and other activities that are not investing or financing activities.
2. Accounting standards
The following new standards and amendments to standards were applied during the period;
This amendment includes a number of updates including the requirement that all costs relating to a business
combination must be expensed and subsequent re-measurement of the business combination must be put through
the income statement . Both standards were required to be adopted at the same time . As the Group has had no
transactions involving business combinations there has been no impact from the application of these new standards .
This amendment provides clarification that the potential settlement of a liability by the issue of equity is not relevant
to its classification as current or non-current . By amending the definition of current liability, the amendment permits
a liability to be classified as non-current (provided that the entity has an unconditional right to defer settlement
by transfer of cash or other assets for at least 12 months after the accounting period) notwithstanding the fact that
the entity could be required by the counterparty to settle in shares at any time . There is no impact on the Group’s
financial statements from the application of this amendment .
Certain new standards, amendments and interpretations of existing standards have been published that are mandatory for later
periods and which the Group has not early adopted . These will be applied by the Group in the mandatory periods listed below .
The key items applicable to the Group are:
(mandatory for periods beginning on or after 1 January 2013)
This replaces the multiple classification and measurements models in IAS 39 Financial Instruments: Recognition and
measurements with a single model that has only two classification categories: amortised cost and fair value . This will
affect future financial statements through disclosure only .
definition of a related party which may result in other related parties being identified . Management have reviewed the
proposed clarification and no further related parties have been identified for the Group .
(mandatory for periods beginning on or after 1 January 2011) Further clarifies the
There are no other standards, amendments or interpretations to existing standards which have been issued, but are not yet
effective, which are expected to impact the Company or Group .
21
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
3. Financial risk management
3.1 Financial risk factors
The Group’s activities expose it to various financial risks including, liquidity risk, credit risk and market risk (including currency
risk and cash flow interest rate risk) . The Group’s overall risk management programme seeks to minimise potential adverse
effects on the Group’s financial performance . The Group uses certain derivative financial instruments to hedge certain risk
exposures .
(a) Liquidity risk
Liquidity risk is the risk that an unforeseen event or miscalculation in the required liquidity level will result in the Group
foregoing investment opportunities or not being able to meet its obligations in an orderly manner, and therefore gives rise to
lower investment income or to higher borrowing costs than otherwise . Prudent liquidity risk management includes maintaining
sufficient cash, and ensuring the availability of adequate amounts of funding from credit facilities .
The Group’s liquidity exposure is managed by ensuring sufficient levels of liquid assets and committed facilities are maintained
based on regular monitoring of a rolling 3-month daily cash requirement forecast . Taking into account the present levels
of cash held by the business, this risk is considered by management to be low . The Group’s liquidity position fluctuates
throughout the year, being strongest immediately after the end of year trading period . The months leading up to Christmas
trading put the greatest strain on Group cash flows due to the build up of inventory as well as the interim dividend payment .
The Group has an overdraft facility of $500,000 but to date this has not been utilised .
The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity groupings based
on the remaining period from the balance sheet date to the contractual maturity date . The cash flow hedge ‘outflow’ amounts
disclosed in the table are the contractual undiscounted cash flows liable for payment by the Group in relation to all forward
foreign exchange contracts in place at balance date . The cash flow hedge ‘inflow’ amounts represent the corresponding
injection of foreign currency back to the Group as a result of the gross settlement on those contracts, converted using the
forward rate at balance date . The carrying value shown is the net amount of derivative financial liabilities and assets as shown
in the balance sheet .
Trade payables are shown at carrying value in the table . No discounting has been applied as the impact of discounting
is not significant .
22
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Group
As at 30 January 2011
Less than
3 months
$000
3-5
months
$000
6-8
months
$000
9-12
months
$000
Total
$000
Carrying
Value
$000
Trade and other payables
(49,891)
–
–
–
(49,891)
(49,891)
Forward foreign exchange contracts
Cash flow hedges:
– outflow
– inflow
(8,662)
8,117
(8,564)
8,182
(10,477)
10,209
(1,676)
1,656
–
(29,379)
28,164 –
– Net
(545)
(382)
(268)
(20)
(1,215)
(1,215)
As at 31 January 2010
Less than
3 months
$000
3-5
months
$000
6-8
months
$000
9-12
months
$000
Total
$000
Carrying
Value
$000
Trade and other payables
(33,230)
–
–
–
(33,230)
(33,230)
Forward foreign exchange contracts
Cash flow hedges:
– outflow
– inflow
(8,748)
8,185
(5,913)
6,085
(8,413)
8,646
(145)
145
(23,219)
23,061
–
–
– Net
(563)
172
233
–
(158)
(158)
The cash flow hedges inflow amounts use the forward rate at balance date .
Parent
As at 30 January 2011
Less than
3 months
$000
3-5
months
$000
6-8
months
$000
9-12
months
$000
Total
$000
Carrying
Value
$000
Trade and other payables
(619)
–
–
–
(619)
(619)
As at 31 January 2010
Less than
3 months
$000
3-5
months
$000
6-8
months
$000
9-12
months
$000
Total
$000
Carrying
Value
$000
Trade and other payables
(957)
–
–
–
(957)
(957)
There are no financial derivative liabilities or assets in the name of the Parent .
(b) Credit risk
Credit risk refers to the risk of a counterparty failing to discharge an obligation . In the normal course of its business, Briscoe
Group incurs credit risk from trade receivables and transactions with financial institutions . The Group places its cash, short-
term investments and derivative financial instruments with only high credit quality financial institutions . Sales to retail
customers are settled predominantly in cash or by using major credit cards . Less than 1% of reported sales give rise to trade
receivables . The Group holds no collateral over its trade receivables . (Refer also to Notes 1 .(j) and 9) .
23
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
(c) Market risk
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposures primarily to the US dollar, in respect of
purchases of inventory directly from overseas suppliers .
Management work to Board-approved Group Treasury Risk Management Policies to manage the Group’s foreign exchange
risk . The current policy requires hedging of both committed and forecasted foreign currency payment levels across the current
and subsequent three calendar quarters . The policy is to cover 100% of committed purchases but lower levels of coverage
for forecasted purchases depending on which quarter the forecasted exposure relates to . Hedging is reviewed regularly by
management and reported to the Board monthly .
The Group uses forward foreign exchange contracts and maintains short-term holdings of foreign currencies in denominated
foreign currency bank accounts, with major financial institutions only, to hedge its foreign exchange risk arising from future
purchases .
The following table shows the fair value of forward foreign exchange contracts held by the Group as derivative financial
instruments at balance date:
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Current assets
Forward foreign exchange contracts
Total current derivative financial instrument assets
Current liabilities
Forward foreign exchange contracts
21
21
1,236
Total current derivative financial instrument liabilities
1,236
595
595
753
753
–
–
–
–
–
–
–
–
Forward foreign exchange contracts – cash flow hedges
Forward foreign exchange contracts are used for hedging committed or highly probable forecast purchases of inventory for the
ensuing financial year . The contracts are timed to mature when major shipments of inventory are scheduled to be dispatched
and the liability settled . The cash flows are expected to occur at various dates within one year from balance date . Where
forward foreign exchange contracts have been designated and tested as an effective hedge the portion of the gain or loss on the
hedging instrument that is determined to be an effective hedge is recognised directly in other comprehensive income . These
gains or losses are released to the income statement at various dates over the subsequent financial year as the inventory for
which the hedge exists, is sold .
At balance date these contracts are represented by assets of $21,141 (2010: $594,584) and liabilities of $1,236,152 (2010:
$753,426) and together are included in equity as part of the cash flow hedge reserve, net of deferred tax, as a net loss of
$874,808 (2010: net loss $111,189) . The cash flow hedge reserve also consists of gains and losses, net of deferred tax, from
foreign currencies used as hedges, as a net loss of $147,329 (2010: net loss of $170,354), refer Note 8 .
When forward foreign exchange contracts are not designated and tested as an effective hedge, the gain or loss on the forward
foreign exchange contract is recognised in the income statement . At balance date there are no such contracts in place (2010:
Nil) .
24
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Fair value hierarchy
The only financial instruments held by the Group in relation to fair value measurements are over the counter derivatives . These
derivatives have all been determined to be within level 2 of the fair value hierarchy (2010: level 2) as all significant inputs
required to ascertain the fair value of these derivatives are observable (refer Note 1(n)) . The carrying value is a reasonable
approximation for fair value for trade and other receivables, trade and other payables and related parties payables and receivables .
Interest rate risk
The Group has no interest-bearing liabilities therefore its exposure to interest rate risk arises only from the impact on income
and operating cash flows as a result of interest-bearing assets, such as cash deposits . The Group’s short to medium term
liquidity position is monitored daily by management and surplus funds placed on call or short-term deposit with major
financial institutions only .
Sensitivity analysis
Based on historical movements and volatilities and review of current economic commentary management believes that the
following movements are reasonably possible over the next 12 month period:
• Proportional foreign exchange rate movement of -15% (depreciation of NZD) and +10% (appreciation of NZD)
against the USD, from the year-end rate of 0 .7725,
• A shift of between +1% and -0.5% in market interest rates from the year-end deposit rate of 4.48%.
If these movements were to occur, the positive / (negative) impact on consolidated profit before tax and on consolidated equity
for each category of financial instrument held at balance date is presented below .
25
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
As at 30 January 2011
Group
amount -0.5% +1% -15% +10%
Interest rate
Carrying
Foreign exchange rate
$000
Profit
$000
Equity
$000
Profit
$000
Equity
$000
Profit
$000
Equity
$000
Profit Equity
$000
$000
Financial Assets:
Cash and cash equivalents1 .
Derivatives – designated as
cashflow hedges (Forward
foreign exchange contracts)2 .
Financial liabilities:
Derivatives – designated as
cashflow hedges (Forward
foreign exchange contracts)2 .
82,794
(414)
(414)
828
828
21
–
–
–
–
1,236
–
–
–
–
Total increase / (decrease)
(414)
(414)
828
828
–
–
–
–
367
–
(189)
473
–
(238)
4,588
–
(2,338)
5,428
–
(2,765)
Receivable and payables have not been included above as they are denominated in NZD and are non-interest bearing and
therefore not subject to market risk .
1. Cash and cash equivalents include deposits at call which are at floating interest rates. The sensitivity to a +1% movement in
interest rates is $827,942. For a -0.5% movement in interest rates the sensitivity is ($413,971).
2. Derivatives designated as cashflow hedges are foreign exchange contracts and foreign currencies used to hedge against the
NZD:USD foreign exchange risk arising from foreign denominated future purchases. Based on outputs from a derivative
valuation model, a -15% / +10% shift in the NZD:USD foreign exchange rate has an impact of $5,428,160 / ($2,765,025)
on derivative valuation. There is no profit and loss sensitivity as the hedges are 100% effective.
As at 30 January 2011
Parent Carrying Interest rate
amount -0.5% +1%
Profit Equity Profit Equity
$000 $000 $000 $000 $000
Financial assets:
Cash and cash equivalents 31,655 (158) (158) 316 316
Total increase / (decrease) (158) (158) 316 316
1. Cash and cash equivalents include deposits at call which are at floating interest rates. The sensitivity to a +1%
movement in interest rates is $316,550. For a -0.5% movement in interest rates the sensitivity is ($158,275).
26
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
As at 31 January 2010
Group
Carrying
amount -0.5%
Interest rate
+1%
Foreign exchange rate
+10%
-10%
$000
Profit
$000
Equity
$000
Profit
$000
Equity
$000
Profit
$000
Equity
$000
Profit
$000
Equity
$000
59,250
(296)
(296)
593
593
–
403
–
(330)
595
–
–
–
–
–
2,107
–
(1,703)
Financial assets:
Cash and cash equivalents
Derivatives – designated as
cashflow hedges (Forward
foreign exchange contracts)
Financial liabilities:
Derivatives – designated as .
cashflow hedges (Forward foreign
exchange contracts)
Total increase / (decrease)
(296)
(296)
593
593
753
–
–
–
–
–
–
492
–
(406)
3,002
–
(2,439)
Receivables and payables have not been included above as they are denominated in NZD and are non-interest bearing and
therefore not subject to market risk .
1. Cash and cash equivalents include deposits at call which are at floating interest rates. The sensitivity to a +1% movement in
interest rates is $592,503. For a -0.5% movement in interest rates the sensitivity is ($296,252).
2. Derivatives designated as cashflow hedges are foreign exchange contracts and foreign currencies used to hedge against the
NZD:USD foreign exchange risk arising from foreign denominated future purchases. Based on outputs from a derivative
valuation model, a -/+10% shift in the NZD:USD foreign exchange rate has an impact of $3,001,571 / ($2,438,567) on
derivative valuation. There is no profit and loss sensitivity as the hedges are 100% effective.
As at 31 January 2010
Parent Carrying Interest rate
amount -0.5% +1%
Profit Equity Profit Equity
$000 $000 $000 $000 $000
Financial assets:
Cash and cash equivalents 37,669 (188) (188) 377 377
Total increase / (decrease) (188) (188) 377 377
1. Cash and cash equivalents include deposits at call which are at floating interest rates. The sensitivity to a +1% movement in
interest rates is $376,686. For a -0.5% movement in interest rates the sensitivity is ($188,343).
27
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Financial instruments by category
The accounting policies for financial instruments have been applied to the line items below:
As at 30 January 2011
Assets as per balance sheet
Cash and cash equivalents
Trade receivables
Due from related parties
Derivative financial instruments
Total
Group
Loans and Derivatives
used for
receivables
hedging
$000
$000
82,794
1,059
–
–
83,853
–
–
–
21
21
Total
$000
82,794
1,059
–
21
83,874
Parent
Loans and Derivatives
used for
receivables
hedging
$000
$000
31,655
249
19,288
–
51,192
–
–
–
–
–
Other financial Derivatives
used for
hedging
$000
liabilities at
amortised cost
$000
Total
$000
Other financial Derivatives
used for
hedging
$000
liabilities at
amortised cost
$000
Liabilities as per balance sheet
Trade and other payables
Derivative financial instruments
49,891
–
–
1,236
49,891
1,236
Total
49,891
1,236
51,127
As at 31 January 2010
Group
Loans and Derivatives
used for
receivables
hedging
$000
$000
Total
$000
59,250
1,063
–
–
–
–
–
595
59,250
1,063
–
595
Assets per balance sheet
Cash and cash equivalents
Trade receivables
Due from related parties
Derivative financial instruments
Total
60,313
595
60,908
619
–
619
–
–
–
Parent
Loans and Derivatives
used for
receivables
hedging
$000
$000
37,669
–
12,417
–
50,086
–
–
–
–
–
37,669
–
12,417
–
50,086
Total
$000
31,655
249
19,288
–
51,192
Total
$000
619
–
619
Total
$000
Other financial Derivatives
used for
hedging
$000
liabilities at
amortised cost
$000
Total
$000
Other financial Derivatives
used for
hedging
$000
liabilities at
amortised cost
$000
Liabilities as per balance sheet
Trade and other payables
Due to related parties
33,230
–
–
753
33,230
753
Total
33,230
753
33,983
957
–
957
–
–
–
Total
$000
957
–
957
28
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
3.2 Capital risk management
Group’s objectives when managing capital are to maximise shareholder wealth whilst ensuring that the Group continues to
safeguard its ability to continue as a going concern . In order to meet these objectives the Group may adjust the amount of
dividend payment made to shareholders . There are no specific banking or other arrangements which require the Group to
maintain specified equity levels .
4. Segment information
The Group has two reportable operating segments that are defined by the retail sectors within which the Group operates,
namely homeware and sporting goods . The following is an analysis of the Group’s revenue and results by operating segment .
Revenue reported below is generated purely in New Zealand from sales to external customers and due to the nature of the
retail businesses there is no reliance on any individual customer . There were no inter-segment sales in the period (2010: Nil) .
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 1 .
Information regarding the operations of each reportable operating segment is included below . Segment profit represents the
profit earned by each segment and reflects the income statements associated with the two trading subsidiary companies,
Briscoes (NZ) Limited and The Sports Authority Limited (trading as Rebel Sport) .
29
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
For the period ended 30 January 2011
Homeware
$000
286,693
114,952
24,534
24
(9,440)
15,118
Sporting
goods
$000
Eliminations/
Unallocated
$000
Total Group
$000
132,601
51,794
7,117
357
(2,336)
5,138
–
–
1,104
1,034
(782)
1,356
419,294
166,746
32,755
1,415
(12,558)
21,612
102,277
56,818
57,171
20,568
31,671
(18,153)
191,119
59,233
3,504
4,771
2,484
1,291
2,548
–
–
–
–
4,795
7,319
2,484
$000
286,149
115,221
23,399
84
(7,728)
15,755
Sporting
goods
$000
Eliminations/
Unallocated
$000
Total Group
$000
130,537
51,238
5,670
158
(1,849)
3,979
–
–
1,049
945
(702)
1,292
416,686
166,459
30,118
1,187
(10,279)
21,026
88,830
40,747
47,160
15,696
37,717
(10,357)
173,707
46,086
6,293
5,530
1,857
400
2,905
–
–
–
–
6,693
8,435
1,857
INCOME STATEMENT
Total sales revenue
Gross profit
Earnings before interest and tax
Net finance income
Income tax expense
Net profit after tax
BALANCE SHEET ITEMS:
Assets
Liabilities
OTHER SEGMENTAL ITEMS:
Acquisitions of property, plant and equipment,
intangibles and investments
Depreciation and amortisation
Impact of statutory change in depreciation on
buildings included in income tax expense
For the period ended 31 January 2010
Homeware
INCOME STATEMENT
Total sales revenue
Gross profit
Earnings before interest and tax
Net finance income
Income tax expense
Net profit after tax
BALANCE SHEET ITEMS:
Assets
Liabilities
OTHER SEGMENTAL ITEMS:
Acquisitions of property, plant and equipment,
intangibles and investments
Depreciation and amortisation expense
Impairment of property, plant and equipment,
intangibles and investments
30
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
5. Income and expenses
Profit before income tax includes the
following specific income and expenses:
Income
Rental income
Dividends received
Management fees
Finance income
Expenses
96
5
–
1,421
111
5
–
1,192
Operating lease rental expense
28,295
28,409
Bad debts written off
Amounts paid to auditors:
Statutory Audit
Half year review
Other assurance services
Directors’ fees
Share options expense
Wages, salaries and other short term benefits
Loss on disposal of property, plant and equipment
Inventory writedown expense
Finance expense
Depreciation of property, plant and equipment
Amortisation of software costs
Fixed asset impairment adjustment
Intangible asset impairment adjustment
27
80
20
–
176
365
45,926
255
1,260
6
6,171
1,148
–
–
83
80
20
6
160
256
47,430
3
1,361
5
7,153
1,282
1,424
433
–
16,972
12,140
1,040
–
–
80
20
–
176
365
–
11,668
11,532
950
–
–
80
20
6
160
256
7,265
6,771
–
–
6
–
–
–
–
–
–
5
–
–
–
–
31
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Group
Parent
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
6. Income tax expense
(a) Income tax expense
Current tax expense:
Current tax
Adjustments for prior years
Deferred tax expense:
Period ended
30 January 2011
$000
9,660
474
10,134
(Increase) / Decrease in future tax benefit current year
Impact from reduction in tax rate from 30% to 28% (i)
Impact of statutory change in depreciation on buildings (ii) 2,484
736
10
Adjustments for prior years
(806)
2,424
Total income tax expense
12,558
10,279
(b) Reconciliation of income tax expense to tax rate applicable to profits
10,157
914
11,071
(97)
–
–
(695)
(792)
543
215
758
219
11
–
(206)
24
782
521
178
699
160
–
–
(157)
3
702
Profit before income tax expense
Tax at the corporate rate of 30% (2010: 30%)
34,170
10,251
31,305
9,392
19,110
5,733
13,661
4,098
Tax effect of amounts which are either non-deductible
or non-assessable in calculating taxable income:
(17)
Income not subject to tax
162
Expenses not deductible for tax
Impact of reduction in tax rate from 30% to 28% (i)
10
Impact of statutory change in depreciation on buildings (ii) 2,484
(332)
Prior period adjustments
(17)
685
–
–
219
Total income tax expense
12,558
10,279
(5,092)
121
11
–
9
782
(3,500)
83
–
–
21
702
The Group has no tax losses (2010: Nil) and no unrecognised temporary differences (2010: Nil)
(i) During the period, as a result of the change in the NZ corporate tax rate from 30% to 28% that was enacted on 27 May
2010 and that will be effective from 31 January 2011, the relevant deferred tax balances have been re-measured. Deferred
tax expected to reverse in the period to 29 January 2012 or later has been measured using the effective rate that will apply
for the period, being 28%.
(ii) Buildings are currently depreciated for tax purposes. As a result of the change in tax legislation that was enacted on 27
May 2010, with effect from 31 January 2011 being the beginning of the 2011/12 income year, the tax depreciation rate on
buildings with an estimated useful life of 50 years or more will be reduced to 0%. This reduction in the tax depreciation
rate has significantly reduced the tax base of the Group’s buildings as future tax deductions for building depreciation will
no longer be available from the 2011/12 income year. This has resulted in an increase to the deferred tax liability in
relation to buildings by $2,483,721 which has been recognised in the tax expense in the current period.
32
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
7. Earnings per share
Basic earnings per share is computed by dividing net profit attributable to shareholders by the weighted average number of
ordinary shares on issue during the period .
Diluted earnings per share is computed by dividing net profit attributable to shareholders by the weighted average number of
ordinary shares on issue during the period, adjusted to include the potentially dilutive effect if share options to issue ordinary
shares were exercised and converted into shares .
Group
Parent
Period ended
30 January 2011
Period ended
Period ended
31 January 2010 30 January 2011
Period ended
31 January 2010
Net profit attributable to shareholders ($000)
21,612
21,026
18,328
12,959
Basic
Weighted average number of ordinary shares
on issue (thousands)
212,150
212,150
212,150
212,150
Basic earnings per share
10.2 cents
9 .9 cents
8.6 cents
6 .1 cents
Diluted
Weighted average number of ordinary shares
on issue adjusted for share options issued
but not exercised (thousands)
217,341
216,545
217,341
216,545
Diluted earnings per share
9.9 cents
9 .7 cents
8.4 cents
6 .0 cents
8. Cash and cash equivalents
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Cash at bank or in hand
82,794
59,250
31,655
37,669
The carrying amount for cash and cash equivalents equals the fair value .
At 30 January 2011 the Group had purchased foreign currency equivalent of NZD 2 .097 million (2010: NZD 3 .626 million)
which is included in the table above . The foreign currency in which the Group primarily deals is the US dollar .
Foreign currency cash – cash flow hedges (cash flow hedge reserve)
These cash balances are used for hedging committed or highly probable forecast purchases of inventory for the ensuing
financial year . The foreign currency purchases are held and allocated by calendar quarter to the highly probable forecast
purchases which are timed to mature when major shipments of inventory are scheduled to be dispatched and the liability
settled . The cash flows are expected to occur at various dates within one year from balance date .
33
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Where foreign currency balances have been designated and tested as an effective hedge, the portion of the gain or loss on the
hedging instrument that is determined to be an effective hedge is recognised directly in other comprehensive income . These
gains or losses are released to the income statement at various dates over the subsequent financial year as the inventory for
which the hedge exists, is sold . At balance date foreign currency losses of $204,623 (2010: losses of $243,363) in relation to
foreign currency balances, were included in equity as part of the cash flow hedge reserve, net of deferred tax, as a net loss of
$147,329 (2010: net loss of $170,354) . The cash flow hedge reserve also consists of gains and losses, net of deferred tax, from
forward foreign exchange contracts used as hedges, as a net loss of $874,808 (2010: net loss of $111,189), refer note 3(c) .
When foreign currency balances are not designated and tested as an effective hedge, the gain or loss as at balance date is
recognised in the income statement . At balance date there are no such balances (2010: Nil) .
9. Trade and other receivables
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Trade receivables
Provision for impaired receivables
Net trade receivables
Other receivables
Total trade and other receivables
523
(7)
516
1,346
1,862
1,069
(6)
1,063
1,247
2,310
–
–
–
687
687
–
–
–
629
629
The fair value of trade and other receivables approximates their carrying value .
No interest is charged on trade receivables .
As at 30 January 2011, trade receivables of $37,706 (2010: $180,807) were past due but not considered impaired . These relate
to a number of accounts for which there is no recent history of default . The aging analysis of these receivables is shown below:
Receivables past due not impaired
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Months past due:
0 – 3
4 – 6
6 +
Total
37
–
1
38
180
1
–
181
–
–
–
–
–
–
–
–
There are no receivables that would otherwise be past due or impaired whose terms have been renegotiated .
34
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
As at 30 January 2011, trade receivables of $6,864 (2010: $6,072) were considered impaired . The amount of the provision
is $6,864 (2010: $6,072) . The individually impaired receivables mainly relate to debtors who are experiencing financial
difficulties . The aging of these impaired receivables which have been provided for is shown below:
Receivables impaired
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Months past due:
0 – 3
4 – 6
6 +
Total
–
–
7
7
4
–
2
6
–
–
–
–
–
–
–
–
Movements in the provision for impaired receivables are shown below:
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Opening balance
Provision for impaired receivables
Receivables written off during the year
Unused amounts reversed
Closing balance
6
5
(1)
(3)
7
26
6
(21)
(5)
6
–
–
–
–
–
–
–
–
–
–
The creation and release of provision for impaired receivables have been included in ‘store expenses’ in the income statement .
Amounts charged to the provision are generally written off when there is no expectation of recovering additional cash .
The maximum exposure to credit risk at the reporting date is the fair value of receivables stated above . The Group does not
hold any collateral as security .
35
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
10. Inventories
Finished goods
Inventory adjustments
Net inventories
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
65,752
(2,575)
66,727
(3,374)
63,177
63,353
–
–
–
–
–
–
Inventory adjustments are provided at period end for stock obsolescence and store inventory shrinkage .
11. Investments in subsidiaries
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
(a) Investments
Shares in subsidiaries
Total Investments
(b) Principal subsidiaries
Name
–
–
–
–
2,783
2,783
2,783
2,783
Activity
2011 Interest
2010 Interest
Briscoes (New Zealand) Limited
The Sports Authority Limited (trading as Rebel Sport)
Rebel Sport Limited
Living and Giving Limited
Homeware retail
Sporting goods retail
Name protection
Name protection
100%
100%
100%
100%
100%
100%
100%
100%
All companies above were incorporated in New Zealand and have a balance date consistent with that of the Parent as outlined
in the accounting policies .
36
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Closing net book value
13,046
9,776
21,274
12. Property, plant and equipment
Group
Freehold
land
$000
Freehold
buildings
$000
Plant and
equipment
$000
At 25 January 2009
Cost
Accumulated depreciation
Accumulated impairment
Net book value
Period ended 31 January 2010
Opening net book value
Additions
Disposals
Depreciation charge
Impairment adjustment
9,324
–
–
9,324
9,324
3,722
–
–
–
At 31 January 2010
Cost
Accumulated depreciation
Accumulated impairment
Net book value
Period ended 30 January 2011
Opening net book value
Additions
Disposals
Depreciation charge
Impairment adjustment
Closing net book value
At 30 January 2011
Cost
Accumulated depreciation
Accumulated impairment
Net book value
13,046
–
–
13,046
13,046
203
–
–
–
13,249
13,249
–
–
13,249
Total
$000
95,934
(49,463)
(141)
46,330
6,358
(15)
(7,153)
(1,424)
44,096
102,260
(56,683)
(1,481)
11,055
(2,095)
–
75,555
(47,368)
(141)
8,960
28,046
46,330
8,960
1,170
–
(354)
–
28,046
1,466
(15)
(6,799)
(1,424)
12,225
(2,449)
–
76,989
(54,234)
(1,481)
9,776
21,274
44,096
9,776
722
–
(382)
–
21,274
3,614
(263)
(5,789)
–
44,096
4,539
(263)
(6,171)
–
10,116
18,836
42,201
12,947
(2,831)
–
76,768
(57,932)
–
102,964
(60,763)
–
10,116
18,836
42,201
The Parent has no property, plant and equipment .
The Directors, having taken into consideration purchase offers, independent and government valuations and other known
factors, have assessed the fair market value of freehold land and buildings to be $32 .14 million (2010: $31 .90 million) .
37
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Impairment tests
For the purposes of assessing impairment, a cash generating unit (‘CGU’) is defined as the property, plant and equipment that
can be grouped at the lowest level for which there are separately identifiable cash flows . Typically a CGU will represent a
group of assets directly attributable to a specific store . An impairment loss is recognised for the amount by which an asset’s
carrying amount exceeds its recoverable amount .
Impairment testing is performed when certain trigger events indicate that an impairment in asset values may exist . The primary
impairment indicator is the significant underperformance of a CGU in relation to management’s expectations . For these CGUs,
value-in-use is calculated using pre-tax cash flow projections based on financial forecasts and assumptions prepared by
management covering a five year period . A terminal growth rate in perpetuity is adopted to take account of cash flows beyond
the five year period . The key assumptions used for the value-in-use calculations are as follows:
• Revenue growth
3.0% to 5.0%
(2010: 3.0% to 9.9%)
• Pre-tax discount rate
15.6%
(2010: 15.6%)
• Terminal growth rate
2.5%
(2010: 2.5%)
The revenue growth rates adopted reflect management’s expectations . The discount rate used reflects management’s estimate
of the company’s weighted average cost of capital and the terminal growth rate reflects management’s estimate of the future
rate of inflation . As part of the impairment testing process management have considered reasonably possible changes to key
assumptions .
Based on the indicators and assumptions outlined above, no CGUs associated within the Group’s operating segments were
determined to have asset carrying values in excess of the greater of either the CGU’s value-in-use calculation or the fair value
less costs to sell of the CGU’s assets . Therefore no impairment adjustment has been recognised in the income statement (2010:
$1,424,016) .
38
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
13. Intangible assets
Group
At 25 January 2009
Cost
Accumulated amortisation
Net book amount
Period ended 31 January 2010
Opening net book amount
Additions
Disposals
Amortisation charge
Impairment adjustment
Closing net book amount
At 31 January 2010
Cost
Accumulated amortisation
Accumulated impairment
Net book amount
Period ended 30 January 2011
Opening net book amount
Additions
Disposals
Amortisation charge
Impairment adjustment
Closing net book amount
At 30 January 2011
Cost
Accumulated amortisation
Accumulated impairment
Net book amount
The Parent has no intangible assets .
Computer
Software
$000
Brands
$000
4,853
(2,489)
2,364
2,364
335
(5)
(1,282)
–
1,412
5,107
(3,695)
–
1,412
1,412
256
–
(1,148)
–
520
5,326
(4,806)
–
520
433
–
433
433
–
–
–
(433)
–
433
–
(433)
–
–
–
–
–
–
–
–
–
–
–
Total
$000
5,286
(2,489)
2,797
2,797
335
(5)
(1,282)
(433)
1,412
5,540
(3,695)
(433)
1,412
1,412
256
–
(1,148)
–
520
5,326
(4,806)
–
520
39
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Impairment tests for indefinite life brands
For the purposes of assessing impairment in relation to a brand value with an indefinite life, the carrying amount of the brand
is compared to its recoverable amount . An impairment loss is recognised for the amount by which the carrying value exceeds
its recoverable amount .
During the period ended 30 January 2010 the Living & Giving brand was fully impaired by $433,130 and was recognised in
the income statement . The recoverable amount of the brand was determined based on value-in-use calculations specific to the
cash generating unit (CGU) associated with that brand . The defined CGU for the Living & Giving brand incorporates all Living
& Giving stores . The calculations used pre-tax cash flow projections based on financial budgets and forecasts prepared by
management covering a five year period . A terminal growth rate in perpetuity is adopted to take account of cash flows beyond
the five year period . The key assumptions used for the value-in-use calculations for this brand were as follows:
• Revenue growth rate:
3.0% to 9.9%
• Pre-tax discount rate:
15.6%
• Terminal growth rate:
2.5%
The growth rates adopted reflected management’s expectations . The discount rate used reflected management’s estimate of the
company’s weighted average cost of capital and the terminal growth rate reflected management’s estimate of the future rate of
inflation .
Given the nil balance of brands in the current year impairment tests are not required .
14. Taxation
(a) Deferred tax benefit
Group
At 25 January 2009
Credited to the income statement
Credited to other comprehensive income
At 31 January 2010
Charged to the income statement
Credited to other comprehensive income
At 30 January 2011
Depreciation
$000
Provisions
$000
329
769
–
1,098
(2,184)
–
(1,086)
1,449
23
–
1,472
(240)
–
1,232
Deritative
financial
instruments
$000
(1,397)
–
1,518
121
–
277
398
Total
$000
381
792
1,518
2,691
(2,424)
277
544
40
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Parent
At 25 January 2009
Charged to the income statement
At 31 January 2010
Charged to the income statement
At 30 January 2011
Depreciation
$000
Provisions
$000
–
–
–
–
–
186
(3)
183
(24)
159
Derivative
financial
instruments
$000
–
–
–
–
–
Total
$000
186
(3)
183
(24)
159
Net deferred tax asset / (liability)
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Deferred tax assets
– to be recovered within 12 months
– to be recovered after more than 12 months
Deferred tax liabilities
– to be settled within 12 months
– to be settled after more than 12 months
1,205
1,784
2,989
(158)
(2,287)
(2,445)
1,062
1,811
2,873
(182)
–
(182)
131
28
159
–
–
–
161
22
183
–
–
–
Deferred tax asset (net)
544
2,691
159
183
(b) Taxation (payable)/receivable
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Movements:
Balance at beginning of period
Current tax
Tax paid
Foreign investor tax credit (FITC)
(3,873)
(10,134)
11,885
230
(795)
(11,071)
7,877
116
Balance at end of period
(1,892)
(3,873)
(13)
(758)
824
230
283
(258)
(699)
828
116
(13)
41
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
15. Trade and other payables
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Trade payables
Other payables and accruals
Total trade and other payables
40,000
9,891
49,891
22,472
10,758
33,230
198
421
619
60
897
957
The fair value of trade and other payables approximates their carrying value . No interest is paid on payables .
16. Provisions
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Balance at beginning of period
Charged to income statement
Used during the period
Balance at end of period
53
92
(53)
92
49
53
(49)
53
–
–
–
–
–
–
–
–
Provisions relate to returned inventory for sales made to customers for goods directly imported by the Group, which are
subsequently returned by customers .
Provisions have been classified as current as they are expected to be fully utilised in the next twelve months .
17. Employee Benefits
Employee benefits include provision for annual leave, long service leave, sick leave and bonuses .
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
(a) Non-current liabilities
Balance at beginning of period
Charged to income statement
Used during the period
Balance at end of period
(b) Current liabilities
Balance at beginning of period
Charged to income statement
Used during the period
Balance at end of period
42
461
122
(65)
518
7,716
6,600
(8,712)
5,604
427
82
(48)
461
3,937
8,639
(4,860)
7,716
73
33
(4)
102
1,782
1,598
(1,823)
1,557
66
7
–
73
716
1,758
(692)
1,782
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
18. Imputation credits
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Imputation credit account balance
43,746
39,671
6,010
5,051
Imputation credit account movements:
Balance at beginning of period
Tax payments, net of refunds
Credits attached to dividends received
Distributed and disposed
39,671
11,798
1
(7,724)
37,332
7,968
2
(5,631)
Balance at end of period
43,746
39,671
5,051
731
7,952
(7,724)
6,010
4,169
766
5,747
(5,631)
5,051
19. Share capital
No. of authorised shares
Share capital
Group and Parent
Period ended
30 January 2011
Shares
Period ended
Period ended
31 January 2010 30 January 2011
$000
Shares
Period ended
31 January 2010
$000
Opening ordinary shares
212,150,000
212,150,000
Balance at end of period
212,150,000
212,150,000
40,625
40,625
40,625
40,625
All shares on issue are fully paid . All ordinary shares rank equally with one vote attached to each fully paid ordinary share and
have equal dividend rights and no par value .
No shares were issued during the period ended 30 January 2011 (2010: Nil) .
20. Dividends paid
Group and Parent
Period ended
30 January 2011
Cents per share
Period ended
Period ended
31 January 2010 30 January 2011
$000
Cents per share
Period ended
31 January 2010
$000
–
Interim dividend for the period ended 30 January 2011
–
Final dividend for the period ended 31 January 2010
Interim dividend for the period ended 31 January 2010 – 2 .00
Final dividend for the period ended 25 January 2009 – 3 .50
3.00
5.00
6,365
10,607
–
–
–
–
4,243
7,425
8.00 5 .50 16,972 11,668
All dividends paid were fully imputed . Supplementary dividends of $230,258 (2010: $116,280) were provided to shareholders
not tax resident in New Zealand, for which the Group received a Foreign Investor Tax Credit entitlement .
43
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
21. Executive share options
On 25 July 2003 the Board approved an Executive Share Option Plan to issue options to selected senior executives and,
subject to shareholder approval, to Executive Directors . Options may be exercised in part or in full by the holder three years
after the date of issue, and lapse after four years if not exercised . Each option entitles the holder to one ordinary share in the
capital of the Company . The exercise price is determined by the Board but is generally set by reference to the weighted average
market price of ordinary shares in the Company for the period of five business days before and five business days after, as the
Board in its discretion sees fit, either:
(a) the date on which allocations are decided by the Board; or
(b) the date on which allocations are made .
Payment must be made in full for all options exercised on the dates they are exercised .
During the financial year the Company issued 1,505,000 options (2010: 1,560,000) to senior executives .
The fair value of these options is estimated at $402,889 (2010: $564,876) under the Black Scholes valuation model using the
following inputs and assumptions:
• Risk free interest rate
4.09%
(2010: 4.77%)
• Expected dividend yield
6.06%
(2010: 5.07%)
• Expected life (years)
3.47
(2010: 3.38)
• Expected share volatility
35.00%
(2010: 41.00%)
• Share price at grant date
$1.32
(2010: $1.18)
• Exercise price
$1.30
(2010: $0.95)
The estimated fair value for each tranche of options issued is amortised over the vesting period of three years, from the grant
date . The Company has recognised a compensatory expense in the income statement of $365,177 (2010: $256,159) which
represents this amortisation .
Movements in the number of share options outstanding and their related weighted average exercise prices are as follows:
Balance at beginning of year
Issued
Forfeited
Exercised
Lapsed
Balance at end of year
Period ended
30 January 2011
Period ended
31 January 2010
Average
exercise price
$ per share
1.09
1.30
0.92
–
1.48
1.08
Options
000
5,102
1,505
(130)
–
(1,020)
5,457
Average
exercise price
$ per share
1 .16
0 .95
1 .38
–
1 .24
1 .09
Options
000
4,159
1,560
(2)
–
(615)
5,102
Of the 5,457,000 outstanding options, 1,077,000 are currently exercisable (2010: 1,020,000) .
44
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Share options outstanding at the end of the year have the following expiry dates, exercise dates and exercise prices:
Expiry Month
Exercise Month
Exercise Price
October
2010
December 2011
December 2012
November 2013
2014
October
October
2009
December 2010
December 2011
November 2012
2013
October
$1 .48
$1 .38
$0 .74
$0 .95
$1 .30
Total share options outstanding
Period ended
30 January 2011
000
Period ended
31 January 2010
000
–
1,077
1,380
1,495
1,505
5,457
1,020
1,092
1,430
1,560
–
5,102
Share options reserve
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Balance at beginning of year
Current year amortisation
Options forfeited and lapsed transferred
to retained earnings
Balance at end of year
580
365
(309)
636
486
256
(162)
580
580
365
(309)
636
486
256
(162)
580
22. Related party transactions
During the period the Company advanced and repaid loans to its subsidiaries by way of internal current accounts . In
presenting the financial statements of the Group, the effect of transactions and balances between fellow subsidiaries and those
with the Parent have been eliminated . All transactions with related parties were in the normal course of business and provided
on commercial terms .
Material transactions between the Company and its subsidiaries were:
Period ended
30 January 2011
$000
Period ended
31 January 2010
$000
Management fees charged by the Company to:
Briscoes (NZ) Limited
The Sports Authority Limited
Total management fees
8,198
3,942
12,140
Dividends received by the Company from Briscoes (NZ) Limited
16,972
7,825
3,707
11,532
11,668
45
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
Material amounts outstanding between the Company and its subsidiaries at year end were:
Loan (to) / from the Company (from) / to Briscoes (NZ) Limited
Loan (to) / from the Company (from) / to The Sports Authority Limited
Total loans (to) / from the Company (from) / to subsidiaries
Period ended
30 January 2011
$000
19,284
4
19,288
Period ended
31 January 2010
$000
10,808
1,609
12,417
In addition the Group undertook transactions with the related interests of the majority shareholder as detailed below:
• The RA Duke Trust, of which RA Duke and AJ Wall are trustees, as owner of the Rebel Sport premises at Panmure,
Auckland, received rental payments of $546,999 (2010: $546,999) from the Group, under an agreement to lease
premises to The Sports Authority Limited .
• The RA Duke Trust received dividends of $12,727,600 (2010: $8,750,225).
• P Duke, spouse of the Managing Director, received payments of $65,000 (2010: $65,000) in relation to her
employment as an overseas buying specialist with Briscoe Group Limited .
• The Hualien Trust, of which P Duke is a trustee, received dividends of $101,200 (2010: $69,575)
Directors received directors’ fees and dividends in relation to their personally held shares as detailed below:
Executive Director
RA Duke
AJ Wall
Non Executive Directors
SH Johnstone
RPO’L Meo
RJ Skippen
Period ended
30 January 2011
Period ended
31 January 2010
Directors’ Fees
$000
Dividends
$000
Directors’ Fees
$000
Dividends
$000
–
–
48
85
43
176
–
18
80
–
–
98
–
–
40
80
40
160
–
12
55
–
–
67
46
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
The following Directors received dividends in relation to their non-beneficially held shares as detailed below:
Executive Director
RA Duke1 .
AJ Wall2 .
Non Executive Directors
SH Johnstone
RPO’L Meo
RJ Skippen
Period ended
30 January 2011
$000
Period ended
31 January 2010
$000
12,728
98
8,750
68
–
8
–
–
6
–
12,834
8,824
1. The RA Duke Trust, of which RA Duke and AJ Wall are trustees, received dividends of $12,727,600 during the
period (2010: $8,750,225)
2. The Tunusa Trust, of which AJ Wall is a trustee, received dividends of $98,400 during the period (2010: $67,650).
Key management compensation was as follows:
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Salaries and other short term employee benefits
Share options benefit
Directors’ fees
Total benefits
2,726
125
176
3,027
2,673
111
160
2,944
2,726
125
176
3,027
2,673
111
160
2,944
Key management includes the Directors of the Company and those employees who the Company have deemed to have
disclosure obligations under Section 19T of the Securities Markets Act 1988
Key management did not receive any termination benefits during the period (2010: Nil) . In addition key management did not
receive and are not entitled to receive any post employment or long term benefits (2010: Nil) .
47
Notes to the Financial Statements
For the 52 week period ended 30 January 2011
23. Capital expenditure commitments
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Commitments in relation to fit-out and property
projects at the end of the period not provided
for in the financial statements
7,556
25
–
–
24. Operating lease rental commitments
Group
Parent
Period ended
30 January 2011
$000
Period ended
Period ended
31 January 2010 30 January 2011
$000
$000
Period ended
31 January 2010
$000
Lease commitments expire as follows:
Within one year
One to two years
Two to five years
Beyond five years
Total operating lease rental commitments
23,514
20,083
33,170
9,666
86,433
24,837
21,464
39,808
15,050
101,159
–
–
–
–
–
–
–
–
–
–
The Group leases various retail outlets under non-cancellable operating lease agreements . The leases reflect normal
commercial arrangements with varying terms, escalation clauses and renewal rights .
25. Contingent liabilities
There were no contingent liabilities as at 30 January 2011 (2010: Nil) .
26. Events after balance date
On 3 February 2011 settlement of $3 .0 million was made for the purchase of properties in Taranaki Street, Wellington .
On 8 March 2011 the Directors resolved to provide for a final dividend to be paid in respect of the year ended 30 January
2011 . The dividend will be paid at a rate of 6 .00 cents per share, totaling $12,729,000 on issue as at 24 March 2011, with full
imputation credits attached .
On 22 February 2011 Christchurch suffered its second major earthquake in six months . Briscoe Group has seven stores in the
region which were all affected to some extent . The costs incurred and any profit lost by the Group as a result of the earthquake
are covered by the Group’s insurance policies .
48
Auditors’ Report
Independent Auditors’ Report
to the shareholders of Briscoe Group Limited
Report on the Financial Statements
We have audited the financial statements of Briscoe Group Limited on pages 7 to 48, which
comprise the balance sheets as at 30 January 2011, the income statements, statements of
comprehensive income, statements of changes in equity and cash flow statements for the period
then ended, and the notes to the financial statements that include a summary of significant
accounting policies and other explanatory information for both the Company and the Group.
The Group comprises the Company and the entities it controlled at 30 January 2011 or from
time to time during the financial period.
Directors’ Responsibility for the Financial Statements
The Directors are responsible for the preparation of these financial statements in accordance
with generally accepted accounting practice in New Zealand and that give a true and fair view of
the matters to which they relate and for such internal controls as the Directors determine are
necessary to enable the preparation of the financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with International Standards on Auditing (New Zealand) and
International Standards on Auditing. These standards require that we comply with relevant
ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditors’
judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers the internal controls relevant to the Company and Group’s preparation of financial
statements that give a true and fair view of the matters to which they relate, in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion of the effectiveness of the Company and Group’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates, as well as evaluating the overall presentation of the
financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand
T: +64 (9) 355 8000, F: +64 (9) 355 8001, www.pwc.com/nz
49
Independent Auditors’ Report
to the shareholders of Briscoe Group Limited
We have no relationship with, or interests in, Briscoe Group Limited or any of its subsidiaries
other than in our capacities as auditors and providers of other assurance services. These matters
have not impaired our independence as auditors of the Company and Group.
Opinion
In our opinion, the financial statements on pages 7 to 48:
(i)
comply with generally accepted accounting practice in New Zealand;
(ii)
comply with International Financial Reporting Standards; and
(iii)
give a true and fair view of the financial position of the Company and the Group as
at 30 January 2011, and their financial performance and cash flows for the period
then ended.
Reports on Other Legal and Regulatory Requirements
We also report in accordance with Sections 16(1)(d) and 16(1)(e) of the Financial Reporting Act
1993. In relation to our audit of the financial statements for the period ended 30 January 2011:
(i)
we have obtained all the information and explanations that we have required; and
(ii)
in our opinion, proper accounting records have been kept by the Company as far as
appears from an examination of those records.
Restrictions on Distribution or Use
This report is made solely to the Company’s shareholders, as a body, in accordance with Section
205(1) of the Companies Act 1993. Our audit work has been undertaken so that we might state
to the Company’s shareholders those matters which we are required to state to them in an
auditors’ 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.
Chartered Accountants
8 March 2011
Auckland
50
Corporate Governance
Role of the Board
The Board of Directors (“the Board”) of Briscoe Group
meetings . On a monthly basis, the Board receives
operational reports summarising the Company’s
Limited (“the Company”) is elected by shareholders
activities including key performance indicators . In
to oversee the management of the Company and its
addition, the Board receives regular briefings from the
subsidiaries and to direct performance in the long term
management team on key strategic and performance
best interests of the Company and its shareholders .
issues either as part of regular Board meetings or in
The focus of the Board is the creation of Company
specific briefing sessions .
and shareholder value and ensuring the Company is
managed in accordance with best practice . Corporate
governance is continually reviewed and updated in
Board Membership
The Company’s constitution sets out policies and
accordance with good business practice .
procedures on the operation of the Board including
the appointment and removal of Directors . The NZSX
The principal responsibilities of the Board are to:
Listing Rules and the Company’s constitution provide
• establish the Company’s objectives and review the
that a minimum of three Directors is required, of whom
major strategies for achieving these objectives;
at least two shall be independent . Currently the Board
• establish an overall policy framework within which
comprises five Directors, being an independent Non-
the Company conducts its business;
Executive Chairman, the Group Managing Director, the
• review management’s performance including
Deputy Managing Director and two independent Non-
approval of and monitoring against budget;
Executive Directors .
• ensure that Group financial statements are prepared
The Board acknowledges the importance of independent
and presented to give a true and fair view of the
Directors in ensuring an optimal balance between
Group’s financial position, financial performance and
Board members who are able to bring a wide range of
cash flows;
business experience and skills and those with direct
• ensure effective policies and procedures are in place
company knowledge and operational responsibility .
to safeguard the integrity of the Company’s financial
Under the constitution, one third of Directors must
reporting;
retire by rotation at the annual meeting each year
• ensure that any significant risks facing the Company
but, if eligible, may offer themselves for re-election .
are identified and that appropriate risk management
The Group Managing Director, in his capacity as an
programmes are in place to control and report on
executive director, is exempt from the requirement to
these risks;
retire by rotation .
• ensure that the Group operates in accordance
Pursuant to NZSX Listing Rule 3 .3 .5, the Company
with New Zealand laws, regulations, the listing
is required to make an announcement to the market
rules (including the continuous disclosure regime),
advising the closing date for Director nominations . That
professional standards and contractual obligations;
announcement must be no less than 10 business days
and
prior to the closing date and the closing date must be
• report to shareholders and other key stakeholders.
not more than 2 months prior to the annual meeting .
The Board undertakes to meet at least ten times during
The Board has delegated day-to-day management of
the financial year . For the year ending 30 January 2011
the Company to the Group Managing Director and
the Board met twelve times .
other executives of the Company . Operational and
Profiles of the current Directors appear on page 54 of
administrative policies relative to the Company’s
this report .
business are in place and the Company has an internal
audit system for monitoring the Company’s operational
policies and practices .
Board Review
The Board annually reviews its performance, and that
The Chairman, Managing Director and Deputy
of Board committees, to ensure that the Board and its
Managing Director determine the agenda for Board
committees are performing satisfactorily and meeting
51
their respective objectives . In addition, the performance
The Chief Financial Officer is responsible for the
of individual Directors is also subject to review with a
Company’s day-to-day relationship with the auditors,
particular emphasis on those Board members who are
including for ensuring that the Company’s business
due to retire by rotation and wish to seek re-election .
divisions provide the auditors with timely and accurate
The review process also assists with the process of
information and full access to the Company’s records . In
identifying the training needs, if any, of Board members
addition, the auditors are able to communicate directly
to ensure that they remain current on how to best
with the chairman of the Audit Committee at any time .
perform their duties as a director .
Board Committees
There are two formally constituted committees to
Human Resources Committee
The Human Resources Committee comprises three
independent Directors – Rosanne Meo (Chairman),
provide specific input and guidance to particular areas
Stuart Johnstone and John Skippen, as well as the Group
of corporate governance; the Audit Committee and the
Managing Director, Rod Duke .
Human Resources Committee .
The Human Resources Committee is responsible for
The committees meet as required and operate under
ensuring the Company has a sound employment policy
specific charters which are reviewed and approved by
framework, that there is an effective and stimulating
the Board annually, setting out committees’ roles and
workplace and that there is an environment within which
responsibilities . In order to fulfil its responsibilities,
management talent and potential can be identified,
each committee is empowered to seek any information
assessed and developed .
it requires from employees and to obtain such
independent legal or other professional advice it may
deem necessary . The proceedings of the committees are
Nominations and Governance
Briscoe Group does not have a formally constituted
reported to the Board . These charters are published on
Nominations and Governance Committee . The Board
our website at www .briscoegroup .co .nz .
views the responsibilities usually associated with this
Audit Committee
The Audit Committee comprises three independent
committee as a collective responsibility and those
matters are included as part of its primary role of
overseeing the management and performance of the
Directors – Stuart Johnstone (Chairman), Rosanne Meo
Company . Each director undertakes to ensure they have
and John Skippen . The Committee assists the Board
the necessary time and resources required to enable
in fulfilling its responsibilities for Company financial
them to meet the responsibilities associated with their
statements and external financial reporting .
directorship . Specific requirements of governance are
The Audit Committee is responsible to the Board for
addressed at Board meetings during the course of the
reviewing the Company’s accounting policies and
year . These specific requirements include ensuring
financial statements, promoting integrity in financial
the Board contains an appropriate mix of skills and
reporting, reviewing the adequacy and effectiveness of
experience, making recommendations to the Board
the Company’s internal controls and recommending the
on new Directors for nomination, determining the
appointment of, as well as reviewing the performance
independence of Directors, and ensuring the Company
and recommendations of the external auditors . In turn,
maintains a high level or corporate governance .
the Company’s management team makes representations to
the Audit Committee and the Board, as to the completeness
and accuracy of the Company’s financial statements .
Independent Directors
Under the Corporate Governance requirements of NZX
The Audit Committee is responsible for determining
Limited (“NZX”), a listed company must identify which
whether potential engagements of the auditors are
of its Directors are determined by the Board to be
appropriate in the context of seeking to prevent audit
independent .
independence from being impaired (or being seen to be
The current board and committee memberships
impaired) .
are detailed below together with the independence
52
Board Composition as at April 2011
Director
Classification
Committee membership
Audit committee
Human Resources committee
Rosanne Meo
Independent (Chair)
Member
Rod Duke
Executive
Stuart Johnstone
Independent
Alaister Wall
John Skippen
Executive
Independent
–
Chair
–
Member
Chair
Member
Member
–
Member
classification as determined by the Board, in accordance
• Obligations to act honestly and in the best interests
with the guidelines issued by NZX . As a relatively small
of the Company as required by law;
board, there is a clear understanding of the required
• Delegation of authority;
roles and expectations of the Independent Directors .
• Accuracy of records;
Board Remuneration
Shareholders are asked to approve the level of Director’s
and rules; and
• Fair dealing with customers, employees, suppliers
• Compliance with any applicable laws, regulations
fees from time to time . In keeping with its views in
and competitors .
relation to nominations, rather than have a separate
Remuneration Committee (governed by a charter), the
The Board is responsible for reviewing the Code of
Board as a whole takes responsibility for monitoring
Conduct and adherence to it .
developments in the New Zealand market and
recommending remuneration packages for Directors to
the Company’s shareholders . Fees are established to be
Trading in Briscoe Group Securities
The Company has adopted a formal procedure
in line with those of New Zealand based organisations
governing the sale and purchase of the Company’s
of a similar scope and size to the Company .
securities by Directors and employees . All Directors and
employees must act in accordance with this procedure
Code of Conduct
The Board has adopted a corporate Code of Conduct,
and the requirements of the Securities Markets Act 1988 .
The procedure requires employees to obtain the written
available on our website www .briscoegroup .co .nz . The
consent of a Director, or in the case of a Director, of the
Code of Conduct defines the levels of ethical business
Chairman of the Board, prior to trading in the Company’s
practice expected of the Board and within the Company
shares . Generally, this consent will only be given in respect
(including employees and contractors) . The Company
of trading in the 60 day period following the announcement
ensures that all new employees are aware of the Code
of the Company’s half year and annual results .
of Conduct and are provided with relevant training . In
addition, the Code of Conduct addresses compliance
standards and procedures, provides mechanisms
Risk Management
As an integral part of its role of overseeing the
for reporting unethical behaviour and ensures that
management of the Company and its subsidiaries,
disciplinary measures are available to address any
the Board approves the Company’s risk management
violations . It covers:
• Conflicts of interest;
• Confidentiality;
policies and receives regular reports to monitor the
Company’s risk management performance relative to
these policies, with particular emphasis on:
• Payments, gifts and entertainment;
• Operational Risks: risks associated with the Company’s
• Trading in company securities;
• Workplace principles;
normal business operations, including normal day-
to-day exposures relating to customers, stores,
• Use of company information and assets;
employees, systems, suppliers and regulatory bodies;
53
General Disclosures
• Funding Risks: risks associated with the financing
Board of Directors
of the Company’s operations, including exposures
relating to investment of surplus cash, and to interest
Rosanne Meo: Chairman (Non-Executive)
rate and exchange movements;
Chairman of the Auckland Philharmonia Orchestra,
• Environmental Risks: risks associated with the
The Real Estate Institute and AMP Services (NZ) Limited .
environment in which the Company operates that are
Director of Overland Footwear Limited . Trustee of the
outside the Company’s control, including exposures
Kelliher Trust and the South Auckland Health Foundation .
to natural disasters and to changes in social trends,
economic conditions, customer preferences,
Rod Duke: Group Managing Director and
legislation and regulations; and
Deputy Chairman
• Strategic Risks: risks associated with Company
Group Managing Director since 1991 .
initiatives that are outside the normal course of
business, including exposures relating to initiatives
Alaister Wall: Deputy Managing Director
to expand into new brands, markets, regions and
Executive of Group since 1982 . Director of Cure Kids .
business activities, and to adopt new systems .
Effective Communication
The Board places great importance on effective
Stuart Johnstone: Director (Non-Executive)
Investment Banker and Company Director .
communications to the Company’s shareholders and
John Skippen: Director (Non-Executive)
employees and the market generally . As a result, in
Non-Executive Director of the following companies
addition to making the required release of annual and
listed in Australia: Flexigroup Limited, Super Retail Group
half-yearly results, the Company makes quarterly sales
Limited, Slater & Gordon Limited and Emerging Leaders
releases . The Company regularly reviews its practices to
Investments Limited .
ensure it clearly communicates its goals, strategies and
performance . This information is made available to the
NZX and also to a variety of media, including by means
of the Company’s website .
Subsidiary Companies
Rod Duke and Alaister Wall are Directors of the following
subsidiaries: Briscoes (NZ) Limited, The Sports Authority
The Board encourages shareholder attendance at the
Limited trading as Rebel Sport, Rebel Sport Limited,
Company’s annual meeting and welcomes shareholder
Living and Giving Limited . Stuart Johnstone is a Director
debate on all matters of significance affecting the
of The Sports Authority Limited .
Company and its business .
NZX Corporate Governance Best Practice Code
The Company’s corporate governance practices conform
Financial Statements
The financial statements for the Parent and Group for the
year ended 30 January 2011 are shown on pages 7 to 48
with the guidelines set down in the NZX Corporate
in this report .
Governance Best Practice Code in almost all respects .
The areas in which the Company’s practices depart from
that Code are confined to the absence of specific training
Changes in Accounting Policies
In preparing these financial statements the accounting
requirements for Directors, the lack of a Nominations
policies outlined in Note 1 to the financial statements
Committee and the absence of Director remuneration
have been applied .
by means of a performance-based equity remuneration
There were no significant changes in accounting policies
plan . The Board as a whole takes responsibility for
during the year .
monitoring developments in the New Zealand market and
recommending remuneration packages for Directors to the
Company’s shareholders rather than delegating this function
to a Remuneration Committee pursuant to a written charter .
54
Principal Activities of the Group
Briscoe Group Limited is a non-trading holding company,
but provides management services to its subsidiaries .
The principal trading subsidiaries are Briscoes (New
Zealand) Limited, a specialist homeware retailer selling
leading branded products, and The Sports Authority
Limited, trading as Rebel Sport, New Zealand’s largest
retailer of most leading brands of sporting goods .
The subsidiaries are 100% owned by Briscoe Group
Limited . There were no changes in company structure
during the year .
Review of Operations
A. Results for the Year Ended 30 January 2011
Group
$000
419,294
34,170
(12,558)
21,612
Parent
$000
–
19,110
(782)
18,328
Sales Revenue
Profit Before Income Tax
Income Tax
Profit After Income Tax
B. Dividends
Subsequent to balance date, the Directors have declared
a final dividend of 6 .00 cents per share payable
31 March 2011 . Non resident shareholders of the Group
will also receive a supplementary dividend of 1 .0588
cents per share . Dividends are fully imputed to New
Zealand resident shareholders .
Directors
A. Remuneration and all other benefits relating to the
year ending 30 January 2011 ($000)
Non Executive Directors
RPO’L Meo
SH Johnstone
RJ Skippen
Executive Directors
RA Duke (Managing Director)
AJ Wall (Deputy Managing Director)
85
48
43
746
415
Executive Directors do not receive Directors’ fees .
B. Shareholdings
Beneficially Held
SH Johnstone
AJ Wall
As at 11 March 2011
1,000,000
220,000
Non-Beneficially Held
As at 11 March 2011
RA Duke and AJ Wall each as Trustees
of the RA Duke Trust
RJ Skippen
AJ Wall*
RPO’L Meo
SH Johnstone
159,443,584
–
1,230,000
100,000
5,000
* Other than in relation to the RA Duke Trust .
For further details refer to Substantial Security Holders
information on page 56 of this report .
C. Share dealings
During the year the following Directors acquired shares in
the Company:
R A Duke and A J Wall each as trustees of
the R A Duke Trust:
Date of
transaction
Number of
shares acquired
Consideration
17 March 2010
24 March 2010
29 March 2010
1 April 2010
6 April 2010
7 April 2010
19 April 2010
15 September 2010
27 September 2010
20 October 2010
2 November 2010
5 November 2010
500
5,500
40,000
1,000
112,225
31,300
25,000
35,000
10,500
17,706
49,853
20,000
$670
$7,370
$51,600
$1,290
$143,648
$40,064
$32,250
$45,430
$13,650
$23,018
$69,196
$28,000
D. Interests in contracts
During the year the following Directors have declared
pursuant to Section 140 (1) of the Companies Act
1993 that they be regarded as having an interest in the
following transactions:
• Payment of rental of $546,999 (2010: $546,999) on the
retail property of which the RA Duke Trust is the owner .
(Refer to Note 22 of the financial statements) .
E. Interests in Executive Share Options
Executive Share Options Plan (refer to Note 21 of the
financial statements) . Options outstanding as at balance
date are as follows:
Expiry
Date
Exercise
Date
Exercise
Price
No.
AJ Wall: Dec 2011 Dec 2010 $1 .38 150,000
Dec 2012 Dec 2011 $0 .74 150,000
55
F. Directors’ Insurance
As provided by the Group’s Constitution and in
accordance with Section 162 of the Companies Act 1993
the Group has arranged Directors’ and Officers’ Liability
Insurance which ensures Directors will incur no monetary
loss as a result of actions undertaken by them as Directors
provided they act within the law .
G. Directors’ and Officers’ use of Company Information
During the period the Board received no notices pursuant
to Section 145 of the Companies Act 1993 relating to use
of Company information .
State of Affairs
The Directors are of the opinion that the state of affairs
of the Group is satisfactory . Details of the period under
review are included in the Chairman’s Review, the
Managing Director’s Review of Operations and the
audited financial statements .
Employee Remuneration
The number of employees within the Group (other than
Directors) receiving remuneration and benefits above
$100,000, relating to the period ending 31 January 2010,
are indicated in the following table:
Number of Employees
$100,000 – 109,999
$110,000 – 119,999
$120,000 – 129,999
$130,000 – 139,999
$140,000 – 149,999
$160,000 – 169,999
$170,000 – 179,999
$180,000 – 189,999
$190,000 – 199,999
$200,000 – 209,999
$210,000 – 219,999
$270,000 – 279,999
$320,000 – 329,999
$340,000 – 349,999
$500,000 – 509,999
$510,000 – 519,999
3
3
3
5
3
1
1
2
1
1
1
1
1
1
1
1
Remuneration to Auditors
The fee for the audit of the Group and subsidiaries paid to
PricewaterhouseCoopers was $80,000 (2010: $80,000) .
Fees paid to the auditors for other services provided,
including a half yearly review, amounted to $19,500
(2010: $26,000) .
Shareholders Information
Holding Range at 11 March 2011
No. Investors
Total Holdings
1-1,000
938
676,378
1,001-5,000
1,284
3,754,108
5,001-10,000
10,001-100,000
334
263
2,712,777
7,127,338
%
0 .32
1 .77
1 .28
3 .36
100,001 and over
30
197,879,399
93 .27
2,849
212,150,000
100%
Substantial Security Holders
The following information is given pursuant to section
35F of the Securities Markets Act 1988 . The persons who,
according to the records of the company maintained
pursuant to section 35C of the Securities Markets Act
1988, are substantial security holders of the company as
at 11 March 2011 are as follows:
Substantial
Security Holder Last SSH Notice (3) Current Holding (4)
R A Duke (1)
157,500,000
159,443,584
A J Wall (2)
160,760,525
160,893,584
(1) R A Duke has a relevant interest as a trustee of the R A Duke Trust
which was disclosed in the SSH notice dated 18 April 2002, in
respect of 157,500,000 shares . As at 11 March 2011 this interest is
in respect of 159,443,584 shares .
(2) A J Wall has three relevant interests, which were disclosed in the
SSH notice dated 2 July 2010 . These were (i) as a trustee of the R
A Duke Trust, in respect of 159,310,525 shares; (ii) as a trustee of
the Tunusa Trust, in respect of 1,230,000 shares; and (iii) legal and
beneficial title, in respect of 220,000 shares . As at 11 March 2011
the relevant interest as a trustee of the R A Duke Trust is in respect of
159,443,584 shares . The other interests remain unchanged .
(3) This information reflects the most recently lodged substantial security
holder notice, in accordance with section 35F of the Securities
Markets Act 1988 .
(4) This information reflects the most recent understanding of the
company of each of the substantial security holders’ positions .
56
Top 20 Holder List
As at 11 March 2011
Rank
Holder’s Name
Total
%
1
2
3
JB Were (NZ) Nominees Limited (RA Duke Trust) . . . . . . . . . . . . . . . . 159,443,584 . . . . . . . . 75 .16
New Zealand Central Securities Depository Limited . . . . . . . . . . . . . . . 11,496,358 . . . . . . . . . 5 .42
Portfolio Custodian Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,714,239 . . . . . . . .
3 .16
4=
Gerald Harvey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,250,000 . . . . . . . . . 2 .47
4=
Harvey Norman Properties (NZ) Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,250,000 . . . . . . . .
2 .47
6
7
JB Were (NZ) Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,265,000 . . . . . . . . . 0 .60
Alaister John Wall, Beverley Ann Wall and Benedict Douglas Tauber
as Trustees of the Tunusa Trust established for the benefit of the
family of AJ and BA Wall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,230,000 . . . . . . . . 0 .58
8=
Stuart Hamilton Johnstone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 . . . . . . . . . 0 .47
8=
Hugh Green Investments Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 . . . . . . . . . 0 .47
10
FNZ Custodians Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 979,619 . . . . . . . . . 0 .46
11
Investment Custodial Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . .
427,811 . . . . . . . . . 0 .20
12
Gemscott Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 350,000 . . . . . . . . 0 .16
13
Carla Zwart Brockman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,300 . . . . . . . . 0 .16
14
Keith Arthur William Brunt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 300,000 . . . . . . . . . 0 .14
15
Pirie St Nominees Pty Ltd and Rowena Investments Pty Ltd . . . . . . . . . . . . 299,997 . . . . . . . . . 0 .14
16
Alaister John Wall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220,000 . . . . . . . . 0 .10
17
Ogilvy New Zealand Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206,833 . . . . . . . . . 0 .10
18
Jontee Farms Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200,684 . . . . . . . . 0 .09
19=
Douglas Gordan Brown . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 . . . . . . . . 0 .09
19=
Keith A W Brunt and Glenda Brunt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 . . . . . . . . 0 .09
19=
JB Were (NZ) Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,000 . . . . . . . . 0 .09
A number of the registered holders listed above hold shares as nominees for, or on behalf of, other parties.
57
Directory
Calendar
Annual Balance Date . . . . . . . . . . . . January
Preliminary Profit Announcement . . . March
Annual Report Published . . . . . . . . April
Final Dividend . . . . . . . . . . . . . . . . . 31 March 2011
Annual Meeting . . . . . . . . . . . . . . . . 19 May 2011
Half Year Results . . . . . . . . . . . . . . .
September
Interim Dividend . . . . . . . . . . . . . . . October
Directors
Rosanne PO’L Meo (Chairman)
Rodney A Duke
Stuart H Johnstone
R John Skippen
Alaister J Wall
Registered Office
36 Taylors Road
Morningside
Auckland
Telephone (09) 815 3737
Facsimile (09) 815 3738
Postal Address
PO Box 884
Auckland Mail Centre
Auckland
Solicitors
Simpson Grierson
Bankers
Bank of New Zealand
Auditors
PricewaterhouseCoopers
Share Registrars
Link Market Services Limited
National Bank Chambers
138 Tancred Street
PO Box 384
Ashburton
Telephone (03) 308 8887
Websites
www .briscoegroup .co .nz
www .briscoes .co .nz
www .rebelsport .co .nz
www .livingandgiving .co .nz