Briscoe Group Limited
Annual Report 2014

Plain-text annual report

Annual Report for the period ended 26 January 2014 Contents Key Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Chairman’s Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Managing Director’s Review of Operations . . . . . . . . . . . . . . . . . . . 6 Income Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . 10 Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 15 Auditors’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 General Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Top 20 Holder List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Directory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Calendar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 1 Key Facts Audited Audited period ending period ending 27 January 2013 $000 26 January 2014 $000 Audited period ending 29 January 2012 $000 Audited period ending 30 January 2011 $000 Audited period ending 31 January 2010 $000 Trading Results Sales Revenue Gross profit margin1 . Earnings before interest and tax (EBIT)2 . 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 Store Numbers Homeware Sporting Goods Briscoe Group Total Store Area (m2) Homeware Sporting Goods 483,566 452,702 438,037 419,294 416,686 38.5% 45,222 33,575 46,092 38 .9% 40,970 30,468 31,406 140,648 215,384 128,581 191,831 21.0c 15.6c 21.4c 2.1:1 19 .2c 14 .3c 14 .7c 2 .3:1 46 32 78 48 32 80 38 .5% 36,666 27,529 42,030 141,212 207,305 17 .2c 12 .9c 19 .7c 2 .4:1 68 .1% 47 32 79 38 .9% 32,755 21,612 45,264 131,886 191,119 15 .4c 10 .2c 21 .3c 2 .5:1 69 .0% 54 32 86 39 .1% 30,118 21,026 14,910 127,621 173,707 14 .2c 9 .9c 7 .0c 2 .7:1 73 .5% 58 32 90 94,402 51,884 93,014 51,884 90,615 51,417 93,964 53,204 94,852 53,714 Shareholders' funds to total assets 65.3% 67 .0% Briscoe Group 146,286 144,898 142,032 147,168 148,566 1. Gross profit margin has been restated to reflect the reclassification of distribution costs to cost of goods sold. Refer to Note 4 on page 31. 2. Earnings before interest and tax (EBIT) is a non-GAAP measure. Refer to the Income Statement on Page 9. 2 Chairman’s Review We are pleased to present the Directors’ Reports on the and owned homeware brands which are widely financial and operational performance of Briscoe Group respected and trusted Limited for the 52 week period ended 26 January 2014 . Another highlight of the 2013-14 financial year was In a year of mixed results posted by retailers in both the performance of the Group’s online business with a New Zealand and Australia, we were extremely positive bottom line being achieved in only its second delighted and proud to announce, during March, full year of operation . We are excited about the online another record full year profit for the Group . This was channel’s potential to grow further and are determined our third consecutive year of record profit and a result to maximise that potential in the most cost effective which represents an increase of 55% over the full year and efficient ways . Achieving complementarity between profit posted just three years before . As one analyst online and in-store shopping is critical as shoppers succinctly put it “the earnings growth is very pleasing” . switch with ease between these different modes of This profit growth doesn’t just happen by chance and shopping . the Board would like to acknowledge the significant The Group remains in a very strong financial position contribution from all employees and in particular the with an $85 million cash balance reported at year-end executive team which is constantly challenging itself and no interest-bearing liabilities . It is important to for continuous improvement across all facets of the consider this cash balance however, in the context of business . Their focus on inventory management, cost the relatively early year-end cut-off date of 26 January control, people development, technology improvements, 2014 . As at this date approximately $16 million of promotional planning, operational structure and creditor payments were included in the trade payables expansion of online operations has strengthened the balance, which were subsequently paid within five Group’s commitment to continually reinforce the days of balance date . In addition to this, GST of $7 exceptional value proposition offered to customers million was paid on 28 January 2014 and $5 million across all of its retail trading brands . for property transaction settlements was made on 13 The continued strength in Rebel Sport is particularly February 2014 . pleasing to report . Earnings before interest and tax (EBIT) We actively pursue and evaluate opportunities increased by 22% over the previous year for the Group’s to generate increased future returns via property sporting goods segment . The same store sales growth acquisition, business acquisition or store rollout . These and margin expansion achieved by this segment must be opportunities are evaluated on the basis of their potential noted against the highly competitive sectors of sporting to add value to Briscoe Group and its shareholders . hard goods, apparel, footwear and supporters’ gear, in which it operates . The homeware segment, championed by Briscoes Homeware, remains a powerhouse for the Group and continues to be well positioned amongst homeware Financial performance Sales revenue increased by 6 .82% to $483 .57 million, compared with $452 .70 million previously . On a same store basis, sales increased for the year by 5 .23% . retailers in New Zealand . Briscoes Homeware’s The Group’s gross profit margin for the year decreased commitment to product quality, range and value has from 38 .86% to 38 .50%, reflecting the extraordinarily continued to evolve and improve through a combination challenging beginning to the year as a result of the very late of astute buying and innovative product selection . We start to the winter category sales and also the continued believe it is a formidable house of quality international competitiveness of the market throughout the year . 3 As disclosed at the half-year the reported gross margin in online sales and increased levels of product directly and prior year comparisons also reflect a reclassification imported by the Group . of costs that the Group has applied to the financial statements for this year and which will apply for future periods . As a result of the Group’s regular review of reporting practices and policies, costs relating to the distribution of product from the central warehouse facility to stores have been reclassified from store expenses and administration expenses to cost of goods sold . The reclassification will bring the cost allocations in line with the allocations adopted by other New Zealand retailers, making the costs more directly comparable . Reported gross profit margin for the full year was 38 .50% as compared to 39 .74% before the reclassification . The prior year comparative has been adjusted from 40 .01% to 38 .86% . Correspondingly, expenses have been decreased by a total of $6 .02 million for this full year as a result of the reclassification and by $5 .16 million for the prior year comparative . As the reclassification represents a transfer of cost only, there is no impact on Group EBIT or net profit after tax (NPAT) . NPAT was $33 .58 million compared to the $30 .47 million for last year, an improvement of 10 .20% on last year’s reported NPAT . The results were for the 52 week period from 28 January 2013 to 26 January 2014 compared to the 52 week period last year from 30 January 2012 to 27 January 2013 . Inventories totalled $69 .31 million at year-end, being $4 .74 million higher than the $64 .57 million reported for last year reflecting the additional Briscoes Homeware store opened in Kerikeri during the year, increased stock holdings to satisfy the significant increases experienced Net cash inflows from operating activities were $46 .09 million, $14 .68 million above those of last year, primarily as a result of increased sales volume and the timing of creditor payments at year-end . Net cash outflows from investing activities were $16 .17 million reflecting investment made in property transactions, store fit-outs and refurbishments during the year . Dividend The directors resolved to pay a final dividend of 8 .00 cents per share (cps), fully imputed . When added to the interim dividend of 4 .50 cps, the total dividend for the year is 12 .50cps, representing 80% of the Group’s tax paid earnings . During the last four years the Group has paid out 80% of tax paid earnings in normal dividends and 99% when the special dividend paid in June 2012 is included . The directors approved the final dividend payment date of 31 March 2014 and the share register closed to determine entitlements to the dividend at 5 pm on 21 March 2014 . 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 1,700,000 options 4 in the current 2014-15 financial year . This will result in leading-edge research to enhance the quality of life for the total number of share options issued under the scheme thousands of kiwi children and their families . since its inception and still exercisable being equivalent to 2 .9% of the current issued share capital . Alaister Wall, Executive Director of Briscoe Group continues as a director of Cure Kids, with support for The five tranches of options, issued between 2003 and the charity also coming from throughout the Group and 2007 have now lapsed with 432,500 options being from Group suppliers and other parties we work with . exercised . The sixth tranche expired on 28 November 2012 with 1,115,000 options being exercised from the original 1,430,000 options issued . The seventh tranche expired on the 26 November 2013 with 1,244,000 being exercised from the original 1,560,000 options issued . The eighth tranche became exercisable at a price of $1 .30 each from 27 October 2013 . Of the 1,505,000 options issued in that tranche, 215,500 are still exercisable at the time of writing this report . The holders have until 26 October 2014 to exercise them . The necessary 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 22 (page 45) of the financial statements contained within this Annual Report . Appointment of New Director On 21 August 2013, we were delighted to announce the appointment of Mary Devine as an additional independent Non-Executive Director of the Company . Mary Devine is currently Chief Executive of the Christchurch based property business Carter Group Limited and has formerly held positions as Managing Director for Department store J . Ballantyne & Co Ltd and also Chief Executive of EziBuy Ltd, Australasia’s largest apparel and home décor multi-channel retailer . She holds other directorships with Meridian Energy Ltd and IAG New Zealand Ltd and is also involved with not- for-profit organisations, New Zealand Global Women (NZGW) and the New Zealand Hockey Foundation . Mary is a high calibre corporate director and her experience (including as a driving force behind developing EziBuy as a multi-channel retailer with significant Australasian presence) is already proving to be extremely valuable to the Group . Community Sponsorship At Briscoe Group we pride ourselves on being a responsible and socially aware corporate citizen . We are proud to be a key partner of Cure Kids and believe it’s important to put our support and resources behind a cause that fits our values . To date we have raised in excess of $3 million to help them fund In addition to 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 . Briscoe Group Scholarship To celebrate 150 years of trading in New Zealand, Briscoe Group in conjunction with the RA Duke Trust has established a scholarship fund to encourage tertiary level study for eligible staff and their children . The Group’s partnership with the First Foundation, an organisation very experienced in managing scholarships, brings together mentors, schools, and the scholars themselves to create a proven and holistic four year programme that will include paid work experience, networks, financial support and advice and guidance from personal mentors allowing the recipients to reach and achieve their goals and aspirations . During the year the first three scholarships were awarded . These were won by regional store team members from Porirua, Masterton and Napier . It is our vision that the Briscoe Group Scholarship will continue the strong tradition Briscoes has in supporting community causes by encouraging employees and their children to up-skill and fulfil their educational ambitions - a helping hand to make an amazing difference to someone’s impact on themselves, their family, their community and wider society . 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 employees to the Group’s performance during the year . Their contributions are sincerely appreciated . Dame Rosanne Meo, CHAIRMAN 5 Managing Director’s Review of Operations Introduction Our continued focus on managing and developing members of both the store and support management teams through our incentive and profit share schemes . our retail brands has again produced substantial profit The level of reward achieved by many of the team growth in a market which has been challenging for retailers . We continue to believe that the best way to grow shareholder value is to concentrate on doing the retail basics well while simultaneously leveraging our systems and resources to maximise innovation and opportunity . since we introduced these schemes is a key driver of our management retention and motivation strategy . For the third consecutive year every full-time and part-time employee of the Group received a bonus payment in recognition of their efforts towards the Group’s record profit achievement . Each year we continually review the performance of all The continued strength of the New Zealand dollar has elements of the business to maximise profitability by: • driving aggressive and relevant promotions - we have increased transaction numbers, • continued focus on stock management - we have again improved our stock-turn, • keeping all areas of cost under firm control - we have continued to reduce the ratio of costs to sales, and allowed us to directly import higher levels of stock than in previous years and with careful inventory management we have improved stock-turn right across the business . The Sales and Service programme of our store management teams places our customers at the centre of everything we do . It is clear that the decisions our retail teams make are right for our customers and right for the generation of profitability for the stores and for • focusing on improving the level of service we offer the Group as a whole . Our focus on developing the customers - we have continued to make our retail skills of our retail teams has continued throughout the brands the favoured place to shop . year with plans firmly in place to continue to drive our While we continue to improve in these areas we are by training programmes . no means satisfied with the market share we hold across This year has seen sales driven through our transactional the categories in which we compete and believe that websites almost double in value . The success further improvements in these key areas will continue to experienced by the online team during the year has drive profit growth for the Group . The competitiveness of the market has necessitated more aggressive promotions, which have slightly eroded gross margin percentage compared to last year, but by continuing to improve the quality of products we sell and increasing the average sale and transaction numbers, our gross margin dollars have increased by nearly 6% . The merchandise team made good improvements as we moved through the year to reduce the extent of margin erosion . The record level of profit achieved during 2013-14 has once again generated significant rewards for key helped them to identify additional opportunities to drive sales, improve efficiencies and optimise the use of resources to support growth . We are working to develop our fulfilment capability to ensure we can service the expected increase in sales in the most cost effective ways . The team driving this part of our business has been bolstered by the addition of a new General Manager Supply Chain, Dave Hughes, who joined Briscoe Group during the year . Dave has added additional skills to the senior management team in the online and logistics areas . 6 Homeware Briscoes Homeware continued to gain market share throughout the year . Our commitment to providing excellent quality products at fantastic prices communicated by the use of layered advertising campaigns has continued to resonate strongly with customers . Our merchandise team has remained stable and their levels of knowledge and effort as well as the excellent relationships they have with suppliers, ensures our product ranges continue to evolve and improve . Further development of the Jamie Oliver, Maxwell and Williams, and Hampton and Mason brands and the exciting addition of the Simon Gault product range across a number of categories, are just a few examples of how the desirability of our product offer continues to be enhanced . In October we opened a new Briscoes Homeware store in Kerikeri, which had been eagerly anticipated and warmly welcomed by the local community and in early December we extended the trading area of the Ashburton store to allow for improved sales in the seasonal categories . Four other Briscoes Homeware stores had work completed in relation to counter- realignments to maximise the amount of space available for retail, resulting in improved merchandising and higher sales . We closed loss making Living & Giving stores during the year at Manukau, Nelson and Lambton Quay and continue to assess the future potential of this brand . Sporting Goods Rebel Sport experienced good growth throughout the year assisted by the downward price realignment implemented by a number of key suppliers . The realignment made Rebel Sport’s product offering in apparel and footwear much more attractive when compared to competitors . The momentum generated by this change should continue to drive sales through the new financial year . Our merchandise and operations teams both rose to the challenges which resulted from the price realignment and increased unit numbers, and were successful in improving stock-turn over the previous year and controlling store labour costs . During the year substantial improvements were made to Rebel Sport stores with five stores (at Panmure, The Base in Hamilton, Dunedin, New Plymouth and Invercargill) benefiting from full store refurbishments and seven other stores gaining from service counter realignments and/or new apparel fixtures . As was the case for the Briscoes Homeware development projects, all of the Rebel Sport projects freed up additional retail space and improved trading results . 7 Priorities and outlook for 2014/15 To continue to drive growth and profitability we must execute initiatives that are customer-centric to ensure The focus of the Human Resource team is to support Briscoe Group’s strategic initiatives with training and development programmes at different levels within the we supply the right product at the right price at the right business to enhance the knowledge and management time at the right place with the right people through the right channel . These initiatives will transgress all parts of the business from frontline operations in the skills which have been identified as critical for success . Leadership, health and safety, achieving operational objectives and company values are examples of where way we design and refurbish stores, to merchandise and this focus will be concentrated . marketing in the way we optimise buying decisions and structure promotions, to human resources in the way we effectively train and incentivise our teams, to supply chain management in the way we efficiently distribute product, and to finance and IT in the way in which we report and keep our systems relevant and innovative . During the second half of the year we will introduce back door inventory scanning in all stores . This is a major project for the Group and is a central pillar of our drive to improve operational effectiveness . This change will allow stores to receipt goods quickly and efficiently, increasing the speed and flow of product onto the sales Major works are planned to extend and totally refurbish floor, improving product availability for customers . The the Hamilton and Invercargill Briscoes Homeware savings made by removing repetitive and unproductive stores . Both of these stores are old format and will gain tasks will be re-invested to improve stock management significantly from increased trading and back-of-house processes and customer service . areas . The existing Briscoes Homeware store at Taupo will relocate to a larger site resulting in increased retail space, improved back-of-house facilities and better customer parking . In Wanganui we will relocate both the Briscoes Homeware and Rebel Sport stores together on one site and in Coastlands we will relocate the Briscoes Homeware store to a new larger site adjacent to the existing location and open a new Rebel Sport store in the vacated Briscoes Homeware space . All of these major projects will provide customers with brand new, state-of-the-art stores, which can be expected to result in improved customer experience and higher levels of While many commentators are talking up the outlook for the New Zealand economy we see a number of retailers continuing to struggle to grow profitability . Our experience leads us to be cautiously optimistic about the year ahead for Briscoe Group but we are confident that with the initiatives we have in place and the pleasing start to the new financial year, we will continue to strengthen our position as New Zealand’s leading retailer of homeware and sporting goods . profitability . In addition to these store developments, we are planning for a number of larger projects involving Rod Duke new stores within the next three years . GROUP MANAGING DIRECTOR With the higher proportion of directly imported product in Briscoes Homeware, a number of stores will have projects aimed at improving the efficiency and capacity of their back storerooms . If these projects drive the level of improvement anticipated we will apply the same logic to the remaining stores in future years . A key focus for the merchandise and marketing teams will be the improvement of gross margin . While we believe the market will continue to be challenging we are confident that with better planning and management of our promotional programmes, gross margin can improve in a number of categories . The business planning process for our store business managers is a key part of our Sales and Service programme . The process rolls throughout the year helping to focus effort on key goals and the continued development of our store teams . 8 Financial Statements The Board of Directors is pleased to present the Financial Statements for Briscoe Group Limited for the 52 week period ended 26 January 2014 . The Financial Statements presented are signed for and on behalf of the Board, and were authorised for issue on the date below . Dame Rosanne Meo Rod Duke CHAIRMAN GROUP MANAGING DIRECTOR 6 March 2014 Income Statements For the 52 week period ended 26 January 2014 Group Parent Period ended 26 January 2014 $000 Notes Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Sales revenue Cost of goods sold Gross profit Other operating income Store expenses Administration expenses Earnings before interest and tax Net finance income Profit before income tax Income tax expense Net profit attributable to shareholders 4,5 4 4,5 4,6 4 4 5 6 7 5 483,566 (297,392) 452,702 (276,760) 186,174 118 (85,319) (55,751) 45,222 1,706 46,928 (13,353) 175,942 221 (81,414) (53,779) 40,970 1,702 42,672 (12,204) – – – 25,519 – (14,496) 11,023 1,298 12,321 (909) 33,575 30,468 11,412 Period ended 27 January 2013 $000 – – – 58,888 – (13,758) 45,130 1,199 46,329 (868) 45,461 Earnings per share for profit attributable to shareholders: Basic earnings per share (cents) Diluted earnings per share (cents) 8 8 15.6 15.3 14 .3 14 .0 5.3 5.2 21 .3 20 .8 The above income statements should be read in conjunction with the accompanying notes. 9 Statements of Comprehensive Income For the 52 week period ended 26 January 2014 Group Parent Period ended Period ended Period ended Period ended 26 January 2014 $000 27 January 2013 $000 26 January 2014 $000 27 January 2013 $000 Notes Net Profit attributable to shareholders 33,575 30,468 11,412 45,461 Other comprehensive income: Items that may be subsequently reclassified to profit or loss: Fair value loss recycled to income statement Fair value gain /(loss) 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 15 15 Total other comprehensive income 875 113 (245) (31) 712 1,422 (1,744) (398) 488 (232) – – – – – – – – – – Total comprehensive income attributable to shareholders 34,287 30,236 11,412 45,461 The above statements of comprehensive income should be read in conjunction with the accompanying notes. 10 Statements of Changes in Equity For the 52 week period ended 26 January 2014 Group Notes capital Share Cashflow hedge reserve $000 $000 options reserve $000 Share Retained earnings Total equity $000 $000 Balance at 29 January 2012 41,732 (403) 660 99,223 141,212 Net profit attributable to shareholders Other comprehensive income: Fair value loss recycled to income statement Fair value loss taken to the cashflow hedge reserve 15 Deferred tax on fair value hedge taken to income statement Deferred tax on fair value transfers to cashflow hedge reserve 15 Total comprehensive income for the period Transactions with owners: Dividends paid Share options charged to income statement Share options exercised Transfer for share options lapsed and forfeited – – – – – – – 1,422 (1,744) (398) 488 (232) – – – – – – 30,468 30,468 – – – – 1,422 (1,744) (398) 488 30,468 30,236 21 22 20,22 22 – – 585 – – – – – – 458 (104) (92) (43,806) – – 92 (43,806) 458 481 – Balance at 27 January 2013 42,317 (635) 922 85,977 128,581 Net profit attributable to shareholders Other comprehensive income: Fair value loss recycled to income statement Fair value gain taken to the cash hedge reserve Deferred tax on fair value hedge taken to income statement 15 Deferred tax on fair value transfers to cashflow hedge reserve 15 Total comprehensive income for the period Transactions with owners: Dividends paid Share options charged to income statement Share options exercised Transfer for share options lapsed and forfeited 21 22 20,22 22 – – 2,561 – – – – – – – – 875 113 (245) (31) 712 – – – – – – – – – – 33,575 33,575 – – – – 875 113 (245) (31) 33,575 34,287 – 528 (609) (56) (24,700) – – 56 (24,700) 528 1,952 – Balance at 26 January 2014 44,878 77 785 94,908 140,648 Parent Balance at 29 January 2012 Net profit attributable to shareholders Total comprehensive income for the period Transactions with owners: Dividends paid Share options charged to income statement Share options exercised Transfer for share options lapsed and forfeited Balance at 27 January 2013 Net profit attributable to shareholders Total comprehensive income for the period Transactions with owners: Dividends paid Share options charged to income statement Share options exercised Transfer for share options lapsed and forfeited Balance at 26 January 2014 capital Share Cashflow hedge reserve $000 $000 Share Retained earnings options reserve $000 Total equity $000 55,513 45,461 660 13,121 $000 45,461 – – 45,461 45,461 – 458 (104) (92) (43,806) – – 92 (43,806) 458 481 – 922 14,868 58,107 – – 11,412 11,412 11,412 11,412 – 528 (609) (56) (24,700) – – 56 (24,700) 528 1,952 – 785 1,636 47,299 – – – – – – – – – – – – – – – Notes 21 22 20,22 22 41,732 – – – – 585 – 42,317 – – 21 22 20,22 22 – – 2,561 – 44,878 The above statements of changes in equity should be read in conjunction with the accompanying notes. 11 Balance Sheets As at 26 January 2014 Group Parent 26 January 2014 $000 27 January 2013 26 January 2014 $000 $000 27 January 2013 $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 Due to related parties Provisions Employee benefits Taxation payable Derivative financial instruments Total current liabilities TOTAL LIABILITIES 20 3(c),9 22 18 16 23 17 18 15(b) 3(c) 44,878 77 785 94,908 42,317 (635) 922 85,977 140,648 128,581 545 545 62,785 – 96 7,756 3,349 205 74,191 74,736 575 575 50,532 – 89 7,638 3,561 855 62,675 63,250 TOTAL EQUITY AND LIABILITIES 215,384 191,831 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 12 13 14 15(a) 9 10 23 11 15(b) 3(c) – 54,610 1,435 1,269 57,314 84,762 3,624 – 69,312 – 372 – 44,563 1,307 1,237 47,107 77,541 2,534 – 64,573 – 76 158,070 144,724 215,384 191,831 44,878 – 785 1,636 47,299 131 131 891 6,750 – 2,365 – – 10,006 10,137 57,436 2,783 – – 336 3,119 51,402 1,117 1,394 – 404 – 54,317 57,436 42,317 – 922 14,868 58,107 150 150 992 7 – 2,281 – – 3,280 3,430 61,537 2,783 – – 280 3,063 52,696 1,110 4,288 – 380 – 58,474 61,537 The above balance sheets should be read in conjunction with the accompanying notes. 12 Statements of Cash Flows For the 52 week period ended 26 January 2014 Group Parent Period ended Period ended 26 January 2014 27 January 2013 26 January 2014 27 January 2013 $000 Period ended Period ended $000 $000 $000 Notes OPERATING ACTIVITIES Cash was provided from Receipts from customers Rent received Dividends received Interest received Insurance recovery Management fees received Net GST received Cash was applied to Payments to suppliers Payments to employees Interest paid Net GST paid Income tax paid 483,744 114 4 1,765 – – – 485,627 (364,388) (52,943) (11) (8,319) (13,874) 452,904 46 4 1,778 171 – – 454,903 (347,420) (49,581) (12) (14,463) (12,021) – – 9,670 1,368 – 15,468 430 26,936 (4,809) (9,314) (7) – (989) – – 43,781 1,195 – 15,790 343 61,109 (6,003) (8,488) (8) – (1,045) (439,535) (423,497) (15,119) (15,544) Net cash inflows from operating activities 46,092 31,406 11,817 45,565 INVESTING 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 13 14 Net cash (outflows) from investing activities FINANCING ACTIVITIES Cash was provided from Net advances from subsidiaries Issue of new shares Cash was applied to Net advances to subsidiaries Dividends paid 20 21 5 5 (15,248) (922) (16,170) (16,165) – 1,952 1,952 24 24 (5,175) (651) (5,826) (5,802) – – – – – – – 481 481 9,637 1,952 11,589 – (24,700) – (43,806) – (24,700) (24,700) (43,806) (24,700) Net cash (outflows) from financing activities (22,748) (43,325) (13,111) Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Foreign cash balance cash flow hedge adjustment Cash and cash equivalents at period end 9 7,179 77,541 42 84,762 (17,721) 95,337 (75) 77,541 (1,294) 52,696 – 51,402 – – – – – – 26,451 481 26,932 – (43,806) (43,806) (16,874) 28,691 24,005 – 52,696 13 Statements of Cash Flows continued For the 52 week period ended 26 January 2014 Group Parent Period ended 26 January 2014 $000 RECONCILIATION OF NET CASH FLOWS FROM OPERATING ACTIVITIES TO REPORTED NET PROFIT Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Reported net profit attributable to shareholders 33,575 30,468 11,412 45,461 Items not involving cash flows Depreciation and amortisation expense Adjustment for fixed increase leases Bad debts and movement in doubtful debts Inventory adjustments 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 5,817 117 33 907 528 173 7,575 (1,122) (5,646) (212) 4,777 7,145 4,942 46,092 6,128 (78) 37 211 458 202 6,958 51 (2,727) 560 (4,176) 272 (6,020) – – – – 528 – 528 (6) – (24) (116) 23 (123) – – – – 458 – 458 (71) – (164) 56 (175) (354) 31,406 11,817 45,565 The above statements of cash flows should be read in conjunction with the accompanying notes. 14 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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 28 January 2013 to 26 January 2014 and provide balance sheets as at 26 January 2014 . The comparative period is in respect of the 52 week period 30 January 2012 to 27 January 2013 . 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 5-6 years . 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 13 and 14 . 15 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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 13 . (b) Principles of consolidation Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Briscoe Group Limited as at 26 January 2014 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 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 . 16 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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 5 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 (trading as Rebel Sport) . Financial details of these segments are outlined in Note 5 . (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 of consideration 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 . 17 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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 Group operates and generates 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 . 18 Notes to the Financial Statements For the 52 week period ended 26 January 2014 (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 10 . 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) . At the inception of a transaction the relationship between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions is documented . An assessment is also documented, 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 19 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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 Certain derivative instruments 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 . 20 Notes to the Financial Statements For the 52 week period ended 26 January 2014 (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 . Land is not depreciated . Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their estimated 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 . 21 Notes to the Financial Statements For the 52 week period ended 26 January 2014 (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 has been 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 . (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 . 22 Notes to the Financial Statements For the 52 week period ended 26 January 2014 Bonus plans A liability is recognised for bonuses payable to employees where a contractual obligation arises for an agreed level of payment dependent on both company and individual performance criteria . (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 . (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; • NZ IAS 1 Amendments Presentation of Items of Other Comprehensive Income (effective 1 January 2013) The amendment requires entities to separate items presented in other comprehensive income into two groups, based on whether they may be recycled to profit or loss in the future . This has not affected the measurement of any of the items recognised in the balance sheet or the profit or loss in the current period . • NZ IFRS 13: Fair Value Measurement (effective for annual periods beginning on or after 1 January 2013) NZ IFRS 13 explains how to measure fair value and aims to enhance fair value disclosures . The Group has determined that there is no material impact on any of the amounts recognised in the financial statements and that none of its current measurement techniques will be changed as a result of the new guidance . 23 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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: • NZ IFRS 9: Financial Instruments (mandatory for annual periods beginning on or after 1 January 2015) 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 . The classification model is driven by the entity’s business model for managing the financial assets and the contractual cashflow characteristics of the financial assets . This will affect future financial statements through disclosure only as the recognition and measurement guidance relating to financial liabilities is unchanged from NZ IAS 39 . The Group intends to apply this standard in the 2015/16 financial year . 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 (such as 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 forward foreign exchange contracts 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 and affects profit when the underlying inventory to which the derivatives relate, is sold . Trade payables are shown at carrying value in the table . No discounting has been applied as the impact of discounting is not significant . 24 Notes to the Financial Statements For the 52 week period ended 26 January 2014 Group As at 26 January 2014 3 months or less $000 3-6 months $000 6-9 months $000 9-12 months $000 Total $000 Carrying Value $000 Trade and other payables (62,785) – – – (62,785) (62,785) Forward foreign exchange contracts Cash flow hedges: – outflow – inflow (14,556) 14,573 (13,209) 13,145 (14,579) 14,789 (615) 619 (42,959) 43,126 – Net 17 (64) 210 4 167 167 As at 27 January 2013 3 months or less $000 3-6 months $000 6-9 months $000 9-12 months $000 Total $000 Carrying Value $000 Trade and other payables (50,532) – – – (50,532) (50,532) Forward foreign exchange contracts Cash flow hedges: – outflow – inflow (14,209) 13,799 (12,029) 11,768 (15,290) 15,175 (1,212) 1,219 (42,740) 41,961 – Net (410) (261) (115) 7 (779) (779) The cash flow hedges inflow amounts use the forward rate at balance date . Parent As at 26 January 2014 3 months or less $000 3-6 months $000 6-9 months $000 9-12 months $000 Total $000 Carrying Value $000 Trade and other payables (891) – – – (891) (891) As at 27 January 2013 3 months or less $000 3-6 months $000 6-9 months $000 9-12 months $000 Total $000 Carrying Value $000 Trade and other payables (992) – – – (992) (992) 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 rated, Board approved 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 10) . 25 Notes to the Financial Statements For the 52 week period ended 26 January 2014 (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 foreign denominated 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 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Current assets Forward foreign exchange contracts Total current derivative financial instrument assets Current liabilities Forward foreign exchange contracts Total current derivative financial instrument liabilities 372 372 205 205 76 76 855 855 – – – – – – – – 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 $372,209 (2013: $76,201) and liabilities of $205,102 (2013: $855,369) and together are included in equity as part of the cash flow hedge reserve, net of deferred tax, as a net gain of $120,317 (2013: net loss $561,001) . 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 $43,658 (2013: net loss $74,128), refer Note 9 . The total of these net gains and losses amount to a net gain of $76,659 (2013: net loss $635,129) 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 (2013: Nil) . 26 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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 (2013: 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 reported to the Board monthly . Surplus funds are placed on call or short-term deposit with high credit rated, Board approved financial institutions only . Sensitivity analysis Based on historical movements and volatilities and review of current economic commentary the following movements are considered reasonably possible over the next 12 month period: • Proportional foreign exchange rate depreciation of -10% (2013:-15%) and appreciation of +10% in the NZD against the USD, from the year-end rate of 0 .8268 (2013: 0 .8356), • A shift of between +1% and -0 .5% (2013: +1% and -0 .5%) in market interest rates from the year-end weighted average deposit rate of 3 .25% (2013: 3 .48%) . If these movements were to occur, the positive / (negative) impact on consolidated profit and consolidated equity for each category of financial instrument held at balance date is presented below . 27 Notes to the Financial Statements For the 52 week period ended 26 January 2014 Carrying amount $000 Interest rate -0.5% +1% Profit $000 Equity $000 Profit $000 Equity $000 -10% Foreign exchange rate +10% Profit Equity $000 $000 Equity $000 Profit $000 84,762 (305) (305) 610 610 – 405 – (331) – – – – 2,569 – (2,042) As at 26 January 2014 Group 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 . 372 205 – – Total increase / (decrease) (305) (305) 610 610 – – – – – 938 – (761) 3,912 – (3,134) 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 $610,287. For a -0.5% movement in interest rates the sensitivity is ($305,144). 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% / +10% shift in the NZD:USD foreign exchange rate has an impact of $3,912,396 / ($3,134,243) on derivative and cash valuation. There is no profit and loss sensitivity as the hedges are 100% effective. As at 26 January 2014 Parent Carrying amount $000 Interest rate -0.5% +1% Profit $000 Equity $000 Profit $000 Equity $000 Financial assets: Cash and cash equivalents 51,402 (185) (185) Total increase / (decrease) (185) (185) 370 370 370 370 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 $370,091. For a -0.5% movement in interest rates the sensitivity is ($185,046). 28 Notes to the Financial Statements For the 52 week period ended 26 January 2014 As at 27 January 2013 Group 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) Carrying amount Interest rate -0.5% +1% Foreign exchange rate +10% -15% $000 Profit $000 Equity $000 Profit $000 Equity $000 Profit $000 Equity $000 Profit $000 Equity $000 77,541 (279) (279) 558 558 – 344 – (177) 76 – – – – – 2,563 – (1,299) Total increase / (decrease) (279) (279) 558 558 855 – – – – – – 4,942 – (2,535) 7,849 – (4,011) 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 $558,293. For a -0.5% movement in interest rates the sensitivity is ($279,146). 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 $7,848,777 / ($4,010,864) on derivative and cash valuation. There is no profit and loss sensitivity as the hedges are 100% effective. As at 27 January 2013 Parent Carrying amount Interest rate -0.5% +1% $000 Profit $000 Equity $000 Profit $000 Equity $000 Financial assets: Cash and cash equivalents 52,696 (190) (190) Total increase / (decrease) (190) (190) 379 379 379 379 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 $379,415. For a -0.5% movement in interest rates the sensitivity is ($189,707). 29 Notes to the Financial Statements For the 52 week period ended 26 January 2014 Financial instruments by category The accounting policies for financial instruments have been applied to the line items below: As at 26 January 2014 Group Loans and Derivatives used for receivables hedging $000 $000 Total $000 Parent Loans and Derivatives used for receivables hedging $000 $000 Total $000 Assets as per balance sheet Cash and cash equivalents Trade receivables Due from related parties Derivative financial instruments 84,762 2,594 – – – – – 372 84,762 2,594 – 372 Total 87,356 372 87,728 51,402 266 1,394 – 53,062 – – – – – 51,402 266 1,394 – 53,062 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 Derivative financial instruments 62,785 – – – – 205 62,785 – 205 Total 62,785 205 62,990 As at 27 January 2013 Assets 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 77,541 1,510 – – 79,051 – – – 76 76 Total $000 77,541 1,510 – 76 79,127 891 6,750 – 7,641 – – – – Parent Loans and Derivatives used for receivables hedging $000 $000 52,696 213 4,288 – 57,197 – – – – – 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 Derivative financial instruments 50,532 – – – – 855 50,532 – 855 Total 50,532 855 51,387 992 7 – 999 – – – – Total $000 891 6,750 – 7,641 Total $000 52,696 213 4,288 – 57,197 Total $000 992 7 – 999 30 Notes to the Financial Statements For the 52 week period ended 26 January 2014 3.2 Capital risk management The Group’s objective when managing capital is to optimise the balance between maximising shareholder wealth and ensuring the Group is able to operate competitively with the flexibility to take advantage of growth opportunities as they arise . In order to meet these objectives the Group may adjust the amount of dividend payment made to shareholders and/or seek to raise capital through debt and/or equity . There are no specific banking or other arrangements which require the Group to maintain specified equity levels . 4. Reclassification As a result of the Group’s regular review of reporting practices and policies, costs relating to the distribution of product from the central warehouse facility to stores have been reclassified from store expenses and administration expenses to cost of goods sold . The reclassification will bring the cost allocations in line with the allocations adopted by other New Zealand retailers making the costs more directly comparable . The aggregate effect of the reclassification on the financial statements for the period ended 26 January 2014 and the corresponding comparative period ending 27 January 2013 is shown below: Period Ended 26 January 2014 $000 Effect Restated Previous classification Period Ended 27 January 2013 $000 Effect Restated Previously Stated Income Statement Reclassification Sales revenue Cost of goods sold Gross profit Other operating income Store expenses Administration expenses Earnings before interest and tax Net finance income Profit before income tax Income tax expense 483,566 (291,374) 192,192 118 (90,783) (56,305) 45,222 1,706 46,928 (13,353) Net profit attributable to shareholders 33,575 – (6,018) (6,018) – 5,464 554 – – – – – 483,566 (297,392) 186,174 118 (85,319) (55,751) 45,222 1,706 46,928 (13,353) 33,575 452,702 (271,598) – (5,162) 452,702 (276,760) 181,104 221 (86,082) (54,273) 40,970 1,702 42,672 (12,204) 30,468 (5,162) – 4,668 494 – – – – – 175,942 221 (81,414) (53,779) 40,970 1,702 42,672 (12,204) 30,468 There is no impact on the financial statements of the Parent as a result of the reclassification . 5. 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 solely 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 (2013: Nil) . The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 1(c) . 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) . 31 Notes to the Financial Statements For the 52 week period ended 26 January 2014 For the period ended 26 January 2014 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 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 $000 326,726 124,954 31,227 (3) (8,783) 22,441 Sporting goods $000 Eliminations/ Unallocated $000 Total Group $000 156,840 61,220 12,644 411 (3,661) 9,394 – – 1,351 1,298 (909) 1,740 483,566 186,174 45,222 1,706 (13,353) 33,575 110,367 44,604 59,508 29,140 45,509 992 215,384 74,736 $000 307,051 118,621 29,251 – (8,284) 20,967 Sporting goods $000 Eliminations/ Unallocated $000 Total Group $000 145,651 57,321 10,370 503 (3,052) 7,821 – – 1,349 1,199 (868) 1,680 452,702 175,942 40,970 1,702 (12,204) 30,468 88,183 40,736 50,146 24,336 53,502 (1,822) 191,831 63,250 OTHER SEGMENTAL ITEMS: Acquisitions of property, plant and equipment, intangibles and investments Depreciation and amortisation 14,184 3,872 1,986 1,945 – – 16,170 5,817 For the period ended 27 January 2013 Homeware OTHER SEGMENTAL ITEMS: Acquisitions of property, plant and equipment, intangibles and investments Depreciation and amortisation expense 4,431 4,027 1,395 2,101 – – 5,826 6,128 32 Notes to the Financial Statements For the 52 week period ended 26 January 2014 6. Income and expenses Group Parent Period ended 26 January 2014 $000 Profit before income tax includes the following specific income and expenses: Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Income Rental income Dividends received Insurance recovery Management fees Finance income Expenses Operating lease rental expense Bad debts written off Amounts paid to auditors: Statutory Audit Half year review Other assurance services Directors’ fees Share options expense (refer Note 22) 114 4 – – 46 4 171 – 1,717 1,714 28,240 33 101 25 – 186 528 26,740 37 90 24 – 150 458 – 9,670 – 15,849 1,305 – – 101 25 – 186 528 – 43,781 – 15,107 1,207 – – 90 24 – 150 458 Wages, salaries and other short term benefits 53,561 50,569 9,906 9,147 Loss on disposal of property, plant and equipment Inventory writedown expense Finance expense Depreciation of property, plant and equipment Amortisation of software costs 173 1,435 11 5,023 794 202 1,454 12 5,530 598 – – 7 – – – – 8 – – 33 Notes to the Financial Statements For the 52 week period ended 26 January 2014 7. Income tax expense Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 (a) Income tax expense Current tax expense: Current tax Adjustments for prior years Deferred tax expense: Decrease in future tax benefit current year Adjustments for prior years 13,033 629 13,662 305 (614) (309) 11,931 650 12,581 171 (548) (377) Total income tax expense 13,353 12,204 837 128 965 72 (128) (56) 909 713 168 881 148 (161) (13) 868 (b) Reconciliation of income tax expense to tax rate applicable to profits Profit before income tax expense Tax at the corporate rate of 28% (2013: 28%) 46,928 13,140 42,672 11,948 12,320 3,450 46,329 12,972 Tax effect of amounts which are either non-deductible or non-assessable in calculating taxable income: Income not subject to tax Expenses not deductible for tax Prior period adjustments (12) 209 16 (16) 170 102 Total income tax expense 13,353 12,204 (2,708) 168 (1) 909 (12,258) 147 7 868 The Group has no tax losses (2013: Nil) and no unrecognised temporary differences (2013: Nil) 34 Notes to the Financial Statements For the 52 week period ended 26 January 2014 8. 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 26 January 2014 Period ended Period ended 27 January 2013 26 January 2014 Period ended 27 January 2013 Net profit attributable to shareholders ($000) 33,575 30,468 11,412 45,461 Basic Weighted average number of ordinary shares on issue (thousands) 214,912 213,647 214,912 213,647 Basic earnings per share 15.6 cents 14 .3 cents 5.3 cents 21 .3 cents Diluted Weighted average number of ordinary shares on issue adjusted for share options issued but not exercised (thousands) 219,867 218,401 219,867 218,401 Diluted earnings per share 15.3 cents 14 .0 cents 5.2 cents 20 .8 cents 9. Cash and cash equivalents Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Cash at bank or in hand 84,762 77,541 51,402 52,696 The carrying amount for cash and cash equivalents equals the fair value . At 26 January 2014 the Group had purchased foreign currency equivalent of NZ$ 5 .074 million (2013: NZ$ 1 .950 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) Foreign currency 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 . 35 Notes to the Financial Statements For the 52 week period ended 26 January 2014 In respect of foreign currency balances that 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 $60,636 (2013: losses of $102,955) 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 $43,658 (2013: net loss of $74,128) . The cash flow hedge reserve, net of deferred tax, from forward foreign exchange contracts used as hedges, represents a net gain of $120,317 (2013: net loss of $561,001), refer note 3(c) . The total of these amount to a net gain of $76,659 (2013: net loss of $635,129) . In respect of foreign currency balances that 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 (2013: Nil) . 10. Trade and other receivables Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Trade receivables Provision for impaired receivables Net trade receivables Prepayments Other receivables Total trade and other receivables 1,900 (2) 1,898 1,030 696 3,624 583 (12) 571 1,024 939 2,534 – – – 851 266 – – – 897 213 1,117 1,110 The fair value of trade and other receivables approximates their carrying value . No interest is charged on trade receivables . As at 26 January 2014, trade receivables of $17,556 (2013: $35,839) 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 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Months past due: 0 – 3 4 – 6 6 + Total 17 1 – 18 36 – – 36 – – – – – – – – There are no receivables that would otherwise be past due or impaired whose terms have been renegotiated . 36 Notes to the Financial Statements For the 52 week period ended 26 January 2014 As at 26 January 2014, trade receivables of $1,704 (2013: $11,976) were considered impaired . The amount of the provision is $1,704 (2013: $11,976) . 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 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Months past due: 0 – 3 4 – 6 6 + Total – 1 1 2 12 – – 12 – – – – – – – – Movements in the provision for impaired receivables are shown below: Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Opening balance Provision for impaired receivables Receivables written off during the year Unused amounts reversed Closing balance 12 2 – (12) 2 2 12 (1) (1) 12 – – – – – – – – – – 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 . 37 Notes to the Financial Statements For the 52 week period ended 26 January 2014 11. Inventories Finished goods Inventory adjustments Net inventories Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 72,612 (3,300) 69,312 67,810 (3,237) 64,573 – – – – – – Inventory adjustments are provided at period end for stock obsolescence and store inventory shrinkage . 12. Investments in subsidiaries (a) Investments Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Shares in subsidiaries Total Investments in subsidiaries – – – – 2,783 2,783 2,783 2,783 (b) Principal subsidiaries Name Activity 2014 Interest 2013 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 . 38 Notes to the Financial Statements For the 52 week period ended 26 January 2014 13. Property, plant and equipment Group Freehold land $000 Freehold buildings $000 Plant and equipment $000 At 29 January 2012 Cost Accumulated depreciation Accumulated impairment Net book value Period ended 27 January 2013 Opening net book value Additions Disposals Depreciation charge Closing net book value At 27 January 2013 Cost Accumulated depreciation Accumulated impairment Net book value Period ended 26 January 2014 Opening net book value Additions Disposals Depreciation charge Closing net book value At 26 January 2014 Cost Accumulated depreciation Accumulated impairment Net book value 16,118 – – 16,118 16,118 – – – 16,118 16,118 – – 16,118 16,118 7,596 – – 23,714 23,714 – – 23,714 Total $000 106,449 (60,926) (379) 14,453 (3,165) – 75,878 (57,761) (379) 11,288 17,738 45,144 11,288 – – (434) 17,738 5,175 (226) (5,096) 10,854 17,591 14,453 (3,599) – 76,397 (58,584) (222) 45,144 5,175 (226) (5,530) 44,563 106,968 (62,183) (222) 10,854 17,591 44,563 10,854 3,866 – (453) 17,591 3,786 (178) (4,570) 44,563 15,248 (178)) (5,023) 14,267 16,629 54,610 18,319 (4,052) – 77,054 (60,393) (32) 119,087 (64,445) (32) 14,267 16,629 54,610 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 $50 .39 million (2013: $39 .60 million) . 39 Notes to the Financial Statements For the 52 week period ended 26 January 2014 Computer Software $000 6,474 (5,220) – 1,254 1,254 651 – (598) 1,307 7,044 (5,737) – 1,307 1,307 922 – (794) 1,435 7,944 (6,509) – 1,435 14. Intangible assets Group At 29 January 2012 Cost Accumulated amortisation Accumulated impairment Net book amount Period ended 27 January 2013 Opening net book amount Additions Disposals Amortisation charge Closing net book amount At 27 January 2013 Cost Accumulated amortisation Accumulated impairment Net book amount Period ended 26 January 2014 Opening net book amount Additions Disposals Amortisation charge Closing net book amount At 26 January 2014 Cost Accumulated amortisation Accumulated impairment Net book amount 40 Notes to the Financial Statements For the 52 week period ended 26 January 2014 15. Taxation (a) Deferred tax benefit Group At 29 January 2012 Credited to the income statement Net credited to other comprehensive income At 27 January 2013 Credited to the income statement Net charged to other comprehensive income At 26 January 2014 Depreciation $000 Provisions $000 (977) 203 – (774) 118 – (656) 1,590 174 – 1,764 190 – 1,954 Derivative financial instruments $000 157 – 90 1 . 247 – (276)1. (29) 1. Net charged to other comprehensive income comprises deferred tax on fair value hedge taken to income statement of $245,121 (2013:$398,259) and deferred tax on fair value transfers to cashflow hedge reserve of $31,285 (2013: ($488,370)) Parent At 29 January 2012 Credited to the income statement At 27 January 2013 Credited to the income statement At 26 January 2014 Depreciation $000 Provisions $000 – – – – – 267 13 280 56 336 Derivative financial instruments $000 – – – – – Total $000 770 377 90 1,237 308 (276) 1,269 Total $000 267 13 280 56 336 Net deferred tax asset / (liability) Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $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 Deferred tax asset (net) 1,769 1,692 3,461 (185) (2,007) (2,192) 1,269 1,878 1,826 3,704 (366) (2,101) (2,467) 1,237 299 37 336 – – – 238 42 280 – – – 336 280 41 Notes to the Financial Statements For the 52 week period ended 26 January 2014 (b) Taxation (payable)/receivable Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Movements: Balance at beginning of period Current tax Tax paid Foreign investor tax credit (FITC) (3,561) (13,662) 13,714 160 (3,001) (12,581) 11,682 339 Balance at end of period (3,349) (3,561) 380 (965) 829 160 404 216 (881) 706 339 380 16. Trade and other payables Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Trade payables Other payables and accruals Total trade and other payables 44,099 18,686 62,785 39,322 11,210 50,532 394 497 891 510 482 992 The fair value of trade and other payables approximates their carrying value . No interest is paid on payables . 17. Provisions Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Balance at beginning of period Charged to income statement Used during the period Balance at end of period 89 96 (89) 96 84 89 (84) 89 – – – – – – – – Provisions shown above relate to returns in relation to sales of goods directly imported by the Group . Provisions relating to inventory, receivables and employee benefits have been treated as part of those specific balances . There are no other provisions relating to these financial statements . Provisions have been classified as current as they are expected to be fully utilised in the next twelve months . 42 Notes to the Financial Statements For the 52 week period ended 26 January 2014 18. Employee Benefits Employee benefits include provision for annual leave, long service leave, sick leave and bonuses . Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $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 19. Imputation credits 575 103 (133) 545 7,638 8,608 (8,490) 7,756 572 128 (125) 575 7,109 8,621 (8,092) 7,638 150 41 (60) 131 2,281 2,148 (2,064) 2,365 170 24 (44) 150 2,061 2,254 (2,034) 2,281 Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Imputation credits available for use in subsequent accounting periods 47,058 43,099 1,888 7,171 The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for: a) b) c) Imputation credits that will arise from the payment of the provision for income tax Imputation debits that will arise from the payment of dividends recognised as a liability at the reporting date and; Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date . The consolidated amounts include imputation credits that would be available to the parent if subsidiaries paid dividends . Imputation credit account movements: Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Balance at beginning of period Tax payments, net of refunds Credits attached to dividends received Distributed and disposed 43,099 14,000 1 (10,042) 45,347 16,186 1 (18,435) 7,171 1,000 3,759 (10,042) 22,901 (15,340) 18,045 (18,435) Balance at end of period 47,058 43,099 1,888 7,171 43 Notes to the Financial Statements For the 52 week period ended 26 January 2014 20. Share capital 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. of authorised shares Share capital Group and Parent Period ended 26 January 2014 Shares Period ended Period ended 27 January 2013 26 January 2014 $000 Shares Period ended 27 January 2013 $000 Opening ordinary shares 213,697,500 213,047,500 42,317 41,732 Issue of ordinary shares during the period: Exercise of options 1,836,500 650,000 2,5611. 5851 . Balance at end of period 215,534,000 213,697,500 44,878 42,317 1. When options are exercised the amount in the share options reserve relating to those options exercised, together with the exercise price paid by the employee, is transferred to share capital. The amounts transferred for the 1,836,500 shares issued during the period ended 26 January 2014 were $609,069 and $1,952,050 respectively (2013: $104,390 and $481,000 respectively for the 650,000 shares issued). 21. Dividends paid Group and Parent Period ended 26 January 2014 Cents per share Period ended Period ended 27 January 2013 26 January 2014 $000 Cents per share Period ended 27 January 2013 $000 Interim dividend for the period ended 26 January 2014 Final dividend for the period ended 27 January 2013 Interim dividend for the period ended 27 January 2013 Special dividend for the period ended 27 January 2013 Final dividend for the period ended 29 January 2012 4.50 7.00 – – – 11.50 – – 4 .00 10 .00 6 .50 20 .50 9,670 15,030 – – – 24,700 – – 8,548 21,369 13,889 43,806 All dividends paid were fully imputed . Supplementary dividends of $159,541 (2013: $339,331) were provided to shareholders not tax resident in New Zealand, for which the Group received a Foreign Investor Tax Credit entitlement . 44 Notes to the Financial Statements For the 52 week period ended 26 January 2014 22. 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 within 5 days of the date they are exercised . During the financial year the Company issued 1,537,000 options (2013: 1,437,000) to senior executives . The fair value of these options is estimated at $426,979 (2013: $755,862) under the Black Scholes valuation model using the following inputs and assumptions: • Risk free interest rate 3 .17% (2013: 2 .65%) • Expected dividend yield 4 .89% (2013: 5 .16%) • Expected life (years) • Share price at grant date • Exercise price 3 .65 $2 .30 $2 .43 (2013: 3 .39) (2013: $2 .13) (2013: $1 .55) • Expected share volatility 25 .50% (2013: 26 .50%) The expected share volatility is derived by analysing the historic volatility over a recent historical period similar to the term of the options . 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 $527,926 (2013: $458,282) 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 26 January 2014 Period ended 27 January 2013 Average exercise price $ per share 1.30 2.43 1.47 1.06 0.95 1.74 Options 000 5,425 1,537 (55) (1,837) (73) 4,997 Average exercise price $ per share 1 .14 1 .55 1 .25 0 .74 0 .74 1 .30 Options 000 4,953 1,437 (145) (650) (170) 5,425 Weighted average share price for options exercised during the period $2 .39 (2013: $1 .53) Of the 4,996,500 outstanding options, 680,500 are currently exercisable (2013: 1,318,000) . 45 Notes to the Financial Statements For the 52 week period ended 26 January 2014 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 November 2013 November 2012 October October October July 2014 2015 2016 2017 October October October July 2013 2014 2015 2016 Total share options outstanding $0 .95 $1 .30 $1 .38 $1 .55 $2 .43 Period ended 26 January 2014 000 Period ended 27 January 2013 000 – 681 1,372 1,407 1,537 4,997 1,318 1,273 1,397 1,437 – 5,425 The weighted average remaining contractual life of options outstanding at the end of the period was 2 .43 years (2013: 2 .31) Share options reserve Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Balance at beginning of year Current year amortisation Options forfeited and lapsed transferred to retained earnings Options exercised transferred to share capital 922 528 (56) (609) Balance at end of year 785 660 458 (92) (104) 922 922 528 (56) (609) 785 660 458 (92) (104) 922 23. 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 . No interest is charged on internal current accounts . 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: Management fees charged by the Company to: Briscoes (NZ) Limited The Sports Authority Limited (trading as Rebel Sport) Total management fees Dividends received by the Company from: Briscoes (NZ) Limited The Sports Authority Limited (trading as Rebel Sport) Total dividends received 46 Period ended 26 January 2014 $000 Period ended 27 January 2013 $000 10,640 5,209 15,849 4,835 4,835 9,670 10,164 4,943 15,107 18,138 25,643 43,781 Notes to the Financial Statements For the 52 week period ended 26 January 2014 Material amounts outstanding between the Company and its subsidiaries at year end were: Period ended 26 January 2014 $000 Period ended 27 January 2013 $000 Loan (to) / from the Company (from) / to Briscoes (NZ) Limited Loan from / (to) the Company to / (from) The Sports Authority Limited (trading as Rebel Sport) Total loans (to) / from the Company (from) / to subsidiaries (6,750) 1,394 (5,356) 4,288 (7) 4,281 In addition the Group undertook transactions with the following related parties 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 $580,000 (2013: $580,000) from the Group, under an agreement to lease premises to The Sports Authority Limited (trading as Rebel Sport) . • The RA Duke Trust received dividends of $19,377,886 (2013: $34,255,057) . • P Duke, spouse of the Managing Director, received payments of $65,000 (2013: $65,000) in relation to her employment as an overseas buying specialist with Briscoe Group Limited, and rental payments of $669,671 (2013: $223,304) as owner of the Briscoes Homeware premises at Panmure, Auckland under an agreement to lease premises to Briscoes (NZ) Limited . • The Hualien Trust, of which P Duke is a trustee, received dividends of $145,475 (2013: $259,325) 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 MM Devine1 . Period ended 26 January 2014 Period ended 27 January 2013 Directors’ Fees $000 Dividends $000 Directors’ Fees $000 Dividends $000 – – 65 95 26 186 – 25 115 – – 140 – – 59 91 – 150 – 45 205 – – 250 47 Notes to the Financial Statements For the 52 week period ended 26 January 2014 The following Directors received dividends in relation to their non-beneficially held shares as detailed below: Executive Director RA Duke2 . AJ Wall2 .,3 . Non Executive Directors SH Johnstone RPO’L Meo MM Devine Period ended 26 January 2014 $000 Period ended 27 January 2013 $000 19,378 19,519 34,255 34,507 – 12 – – 21 – 1. Mary Devine was appointed by the Board of Directors as an independent Non-Executive Director of Briscoe Group Limited on 21 August 2013 2. The RA Duke Trust, of which RA Duke and AJ Wall are trustees, received dividends of $19,377,886 during the period (2013: $34,255,057) 3. The Tunusa Trust, of which AJ Wall is a trustee, received dividends of $141,450 during the period (2013: $252,150). Key management compensation was as follows: Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Salaries and other short term employee benefits Share options benefit Directors’ fees Total benefits 2,814 134 186 3,1341. 3,391 130 150 3,671 2,814 134 186 3,1341. 3,391 130 150 3,671 Key management includes the Directors of the Company and those employees who the Company has 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 (2013: Nil) . In addition key management did not receive and are not entitled to receive any post employment or long term benefits (2013: Nil) . 1. Internal management structure changes made during 2013 resulted in a decrease in the number of employees having disclosure obligations under Section 19T of the Securities Markets Act 1988. 48 Notes to the Financial Statements For the 52 week period ended 26 January 2014 24. Capital expenditure commitments Group Parent Period ended 26 January 2014 $000 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 Commitments in relation to fit-out and property projects at the end of the period not provided for in the financial statements 5,066 247 – – 25. Operating lease rental commitments Group Parent Lease commitments expire as follows: Within one year One to two years Two to five years Beyond five years Period ended 26 January 2014 $000 23,351 20,267 34,177 28,631 Total operating lease rental commitments 106,426 Period ended Period ended 27 January 2013 26 January 2014 $000 $000 Period ended 27 January 2013 $000 22,645 18,333 31,633 21,130 93,741 – – – – – – – – – – 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 . 26. Contingent liabilities There were no contingent liabilities as at 26 January 2014 (2013: Nil) . 27. Events after balance date On 6 March 2014 the Directors resolved to provide for a final dividend to be paid in respect of the year ended 26 January 2014 . The dividend will be paid at a rate of 8 .00 cents per share, for all shares on issue as at 21 March 2014, with full imputation credits attached . Since balance date and up to the date of these financial statements a further 30,000 ordinary shares have been issued under the Executive Share Option Plan as a result of executives exercising share options . 49 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 (“the Company”) on pages 9 to 49, which comprise the balance sheets as at 26 January 2014, the income statements, statements of comprehensive income and statements of changes in equity and statements of cash flows 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 26 January 2014 or from time to time during the financial year. 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 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 auditors consider the internal controls relevant to the Company and the 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 the 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. 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 services have not impaired our independence as auditors of the Company and the Group. 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 50 Independent Auditors’ Report to the shareholders of Briscoe Group Limited Opinion In our opinion, the financial statements on pages 9 to 49: (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 26 January 2014, and their financial performance and cash flows for the period then ended. Report 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 26 January 2014: (i) (ii) we have obtained all the information and explanations that we have required; and in our opinion, proper accounting records have been kept by the Company as far as appears from an examination of those records. Restriction 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 6 March 2014 Auckland 51 Corporate Governance Role of the Board The Board of Directors (“the Board”) of Briscoe Group activities including key performance indicators . In addition, the Board receives regular briefings from the Limited (“the Company”) is elected by shareholders management team on key strategic and performance to oversee the management of the Company and its issues either as part of regular Board meetings or in subsidiaries and to direct performance in the long term specific briefing sessions . best interests of the Company and its shareholders . The focus of the Board is the creation of company and shareholder value and ensuring the Company is Board Membership The Company’s constitution sets out policies and managed in accordance with best practice . Corporate procedures on the operation of the Board including governance is continually reviewed and updated in the appointment and removal of Directors . The NZSX accordance with good business practice . The principal responsibilities of the Board are to: • establish the Company’s objectives and review the major strategies for achieving these objectives; • establish an overall policy framework within which the Company conducts its business; • review the Company’s performance including approval of and monitoring against budget; • ensure that Group financial statements are prepared and presented to give a true and fair view of the Group’s financial position, financial performance and cash flows; Listing Rules and the Company’s constitution provide that a minimum of three Directors is required, of whom at least two shall be independent . Currently the Board comprises five Directors, being an independent Non- Executive Chairman, the Group Managing Director, the Deputy Managing Director and two independent Non- Executive Directors . The Board acknowledges the importance of independent Directors in ensuring an optimal balance between Board members who are able to bring a wide range of business experience and skills and those with direct company knowledge and operational • review performance of senior executive against responsibility . approved objectives and key performance indicators; Under the constitution, one third of Directors must • ensure effective policies and procedures are in place retire by rotation at the annual meeting each year to safeguard the integrity of the Company’s financial but, if eligible, may offer themselves for re-election . reporting; The Group Managing Director, in his capacity as an • ensure that any significant risks facing the Company Executive Director, is exempt from the requirement to are identified and that appropriate risk management retire by rotation . programmes are in place to control and report on these risks; • ensure that the Group operates in accordance with New Zealand laws, regulations, the listing rules (including the continuous disclosure regime), professional standards and contractual obligations; and Pursuant to NZSX Listing Rule 3 .3 .5, the Company is required to make an announcement to the market advising the closing date for Director nominations . That announcement must be no less than 10 business days prior to the closing date and the closing date must be not more than two months prior to the annual meeting . • report to shareholders and other key stakeholders . The Board undertakes to meet at least ten times during The Board has delegated day-to-day management of the Company to the Group Managing Director and other executives of the Company . Operational and the financial year . For the year ending 26 January 2014 the Board met twelve times . Profiles of the current Directors appear on page 55 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 . The Chairman, Managing Director and Deputy Managing Director determine the agenda for Board meetings . On a monthly basis, the Board receives operational reports summarising the Company’s Board Review The Board annually reviews its performance, and that of Board committees, to ensure that the Board and its committees are performing satisfactorily and meeting their respective objectives . In addition, the performance of individual Directors is also subject to review with a 52 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 two independent Directors – Dame Rosanne Meo provide specific input and guidance to particular areas (Chairman) and Stuart Johnstone, 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 responsibilities . In order to fulfil its responsibilities, which management talent and potential can be each committee is empowered to seek any information identified, 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), Dame Rosanne Company . Each Director undertakes to ensure they have Meo and Mary Devine, as well as the Group Managing the necessary time and resources required to enable Director, Rod Duke . The Committee assists the Board them to meet the responsibilities associated with their in fulfilling its responsibilities for Company financial directorship . Specific requirements of governance are statements and external financial reporting . addressed at Board meetings during the course of the The Audit Committee is responsible to the Board for reviewing the Company’s accounting policies and financial statements, promoting integrity in financial reporting, reviewing the adequacy and effectiveness of the Company’s internal controls and recommending the appointment of, as well as reviewing the performance and recommendations of the external auditors . In turn, 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 . The Audit Committee is responsible for determining whether potential engagements of the auditors are appropriate in the context of seeking to prevent audit independence from being impaired (or being seen to be impaired) . The Chief Financial Officer is responsible for the Company’s day-to-day relationship with the auditors, year . These specific requirements include ensuring the Board contains an appropriate mix of skills and experience, making recommendations to the Board on new Directors for nomination, determining the independence of Directors, and ensuring the Company maintains a high level of corporate governance . Independent Directors Under the Corporate Governance requirements of NZX Limited (“NZX”), a listed company must identify which of its Directors are determined by the Board to be independent . The current board and committee memberships are detailed below together with the independence classification as determined by the Board, in accordance with the guidelines issued by NZX . As a relatively small board, there is a clear understanding of the required roles and expectations of the Independent Directors . 53 Board Composition as at April 2014 Director Classification Committee membership Audit committee Human Resources committee Dame Rosanne Meo Independent (Chair) Rod Duke Stuart Johnstone Mary Devine Alaister Wall Executive Independent Independent Executive Member Member Chair Member – Chair Member Member – – Board Remuneration Shareholders are asked to approve the level of Directors’ fees from time to time . In keeping with its views in relation to nominations, rather than have a separate Remuneration Committee (governed by a charter), the Board as a whole takes responsibility for monitoring developments in the New Zealand market and recommending remuneration packages for Directors to the Company’s shareholders . Fees are established to be in line with those of New Zealand based organisations of a similar scope and size to the Company . disciplinary measures are available to address any violations . It covers: • Conflicts of interest; • Confidentiality; • Payments, gifts and entertainment; • Trading in company securities; • Workplace principles; • Use of company information and assets; • Obligations to act honestly and in the best interests of the Company as required by law; • Delegation of authority; • Accuracy of records; Diversity A breakdown of the gender composition of Directors • Compliance with any applicable laws, regulations and rules; and and officers as at the Company’s balance date, including • Fair dealing with customers, employees, suppliers and comparative figures, is shown below: competitors . 26 January 2014 27 January 2013 The Board is responsible for reviewing the Code of Female Male Female Male Conduct and adherence to it . Directors1 Officers2,3 2 1 3 2 1 2 3 3 1 . The increase in total Directors reflects the appointment of an additional Director in August 2013 . Trading in Briscoe Group Securities The Company has adopted a formal procedure governing the sale and purchase of the Company’s securities by Directors and employees . All Directors and employees 2 . Excludes Managing Director and Deputy Managing Director (included must act in accordance with this procedure and the in breakdown of Directors) . requirements of the Securities Markets Act 1988 . 3 . Officers includes only those employees who the Directors have deemed to have disclosure obligations under section 19T of the Securities Market Act 1988 and is consistent with that used for the Key management compensation disclosure in the Financial Statements (Note 23) . The decrease in total Officers reflects internal management structure changes made during 2013 . The procedure requires employees to obtain the written consent of the Chief Financial Officer, or in the case of a Director, of the Chairman of the Board, prior to trading in the Company’s shares . Generally, this consent will only be given in respect of trading in the 60 day period following The Company does not have a formal Diversity policy . the announcement of the Company’s half year and annual Code of Conduct The Board has adopted a corporate Code of Conduct, available on our website www .briscoegroup .co .nz . The Code of Conduct defines the levels of ethical business practice expected of the Board and within the Company (including employees and contractors) . The Company ensures that all new employees are aware of the Code of Conduct and are provided with relevant training . In addition, the Code of Conduct addresses compliance standards and procedures, provides mechanisms for reporting unethical behaviour and ensures that results . Risk Management As an integral part of its role of overseeing the management of the Company and its subsidiaries, the Board approves the Company’s risk management policies and receives regular reports to monitor the Company’s risk management performance relative to these policies, with particular emphasis on: • Operational Risks: risks associated with the Company’s normal business operations, including normal day-to- 54 General Disclosures day exposures relating to customers, stores, employees, systems, suppliers and regulatory bodies; • Funding Risks: risks associated with the funding of the Company’s operations, including exposures relating to investment of surplus cash, and to interest rate and exchange movements; Board of Directors Dame Rosanne Meo, OBE: Chairman (Non-Executive) Chairman of AMP Staff Superannuation and The Real Estate Institute of New Zealand . Director of Overland Footwear Limited and James Dunlop Textiles Limited . Trustee of the Middlemore Foundation . • Environmental Risks: risks associated with the Rod Duke: Group Managing Director and environment in which the Company operates that are Deputy Chairman outside the Company’s control, including exposures Group Managing Director since 1991 . Director of to natural disasters and to changes in social trends, Pumpkin Patch Limited . economic conditions and customer preferences; and Alaister Wall: Deputy Managing Director • Strategic Risks: risks associated with Company initiatives Executive of Group since 1982 . Director of Cure Kids . that are outside the normal course of business, including exposures relating to initiatives to expand into new brands, markets, regions and business activities, and to adopt new systems . Effective Communication The Board places great importance on effective communications to the Company’s shareholders and employees and the market generally . As a result, in addition to making the required release of annual and half-yearly results, the Company makes quarterly sales Stuart Johnstone: Director (Non-Executive) Investment Banker and Company Director . Mary Devine, ONZM: Director (Non-Executive) Chief Executive of Carter Group Limited . Director of Meridian Energy Limited and IAG New Zealand Limited . Trustee of New Zealand Hockey Foundation . Subsidiary Companies Rod Duke and Alaister Wall are Directors of the following subsidiaries: Briscoes (NZ) Limited, The Sports releases . The Company regularly reviews its practices to Authority Limited (trading as Rebel Sport), Rebel Sport 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 . The Board encourages shareholder attendance at the Limited, Living and Giving Limited . Stuart Johnstone is a Director of The Sports Authority Limited . Financial Statements The financial statements for the Parent and Group for the Company’s annual meeting and welcomes shareholder year ended 26 January 2014 are shown on pages 9 to 49 debate on all matters of significance affecting the in this report . Company and its business . NZX Corporate Governance Best Practice Code The Company’s corporate governance practices Changes in Accounting Policies In preparing these financial statements the accounting policies outlined in Note 1 to the financial statements conform with the guidelines set down in the NZX have been applied . There were no significant changes in accounting policies during the year . Corporate 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 requirements for Directors, the lack of a Nominations Committee and the absence of Director remuneration by means of a performance- based equity remuneration plan . The Board as a whole takes responsibility for 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 . 55 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 26 January 2014 Group $000 483,566 46,928 (13,353) 33,575 Parent $000 – 12,321 (909) 11,412 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 8 .00 cents per share payable 31 March 2014 . Non resident shareholders of the Group will also receive a supplementary dividend of 1 .4118 cents per share . Dividends are fully imputed to New Zealand resident shareholders . Directors A. Remuneration and all other benefits relating to the year ending 26 January 2014 ($000) B. Shareholdings Beneficially Held SH Johnstone AJ Wall As at 21 March 2014 1,005,000 220,000 Non-Beneficially Held As at 21 March 2014 RA Duke and AJ Wall each as Trustees of the RA Duke Trust AJ Wall* RPO’L Meo 169,091,163 1,230,000 100,000 * Other than in relation to the RA Duke Trust . For further details refer to Substantial Security Holders information on page 57 of this report . C. Share dealings During the year ended 26 January 2014 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 12 March 2013 18 March 2013 10 April 2013 10 September 2013 13 September 2013 17 September 2013 9 October 2013 21 October 2013 25 October 2013 30 October 2013 4 November 2013 1,000,000 369,000 77,000 3,083 2,717 10,525 55,000 11,500 30,000 27,000 42,500 $2,400,000 $885,600 $184,800 $7,461 $6,575 $25,415 $129,250 $27,140 $70,500 $63,450 $99,875 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 Non Executive Directors following transactions: RPO’L Meo SH Johnstone MM Devine Executive Directors RA Duke (Managing Director) AJ Wall (Deputy Managing Director) Executive Directors do not receive Directors’ fees . 95 65 26 891 465 • Payment of rental of $580,000 (2013: $580,000) on the retail property of which the RA Duke Trust is the owner . (Refer to Note 23 of the financial statements) . E. 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 . 56 F. Directors’ and Officers’ use of Company Information During the period the Board received no notices pursuant Remuneration to Auditors The fee for the audit of the Group and subsidiaries paid to to Section 145 of the Companies Act 1993 relating to use PricewaterhouseCoopers was $101,400 (2013: $90,000) . 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 Fees paid to the auditors for other services provided, including a half yearly review, amounted to $24,800 (2013: $23,600) . Shareholders Information Managing Director’s Review of Operations and the Holding Range at 21 March 2014 audited financial statements . No. Investors Total Holdings % Employee Remuneration The number of employees within the Group (other than Directors) receiving remuneration and benefits above $100,000, relating to the period ending 26 January 2014, are indicated in the following table: 1-1,000 1,001-5,000 5,001-10,000 10,001-100,000 100,001 and over 914 1,538 505 397 39 659,333 4,586,843 4,104,281 10,236,578 0 .31 2 .12 1 .90 4 .74 196,411,965 90 .93 Number of Employees 3,393 215,999,000 100% $100,000 – 109,999 $110,000 – 119,999 $120,000 – 129,999 $130,000 – 139,999 $140,000 – 149,999 $150,000 – 159,999 $160,000 – 169,999 $170,000 – 179,999 $180,000 – 189,999 $190,000 – 199,999 $200,000 – 209,999 $240,000 – 249,999 $250,000 – 259,999 $270,000 – 279,999 $310,000 – 319,999 $390,000 – 399,999 $410,000 – 419,999 $620,000 – 629,999 $650,000 – 659,999 9 5 5 6 3 2 3 3 2 1 2 2 1 1 1 1 1 1 1 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 the Securities Markets Act 1988, are substantial security holders of the company as at 21 March 2014 are as follows: Substantial Security Holder Last SSH Notice (3) Current Holding (4) R A Duke (1) 166,644,369 169,091,163 A J Wall (2) 168,094,369 170,541,163 (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 13 March 2012, in respect of 166,644,369 shares . As at 21 March 2014 this interest was in respect of 169,091,163 shares . (2) A J Wall has three relevant interests, which were disclosed in the SSH notice dated 13 March 2012 . These were (i) as a trustee of the R A Duke Trust, in respect of 166,644,369 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 21 March 2014 the relevant interest as a trustee of the R A Duke Trust was in respect of 169,091,163 shares . The other interests remain unchanged . (3) This information reflects the most recently lodged substantial security holder notice, in accordance with the Securities Markets Act 1988 . (4) This information reflects the most recent understanding of the company of each of the substantial security holders’ positions . 57 Top 20 Holder List As at 21 March 2014 Rank Holder’s Name Total % 1 JB Were (NZ) Nominees Limited (RA Duke Trust) . . . . . . . . . . . . . . . . 169,091,163 . . . . . . . 78 .28 2= Gerald Harvey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,250,000 . . . . . . . . 2 .43 2= Harvey Norman Properties (NZ) Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,250,000 . . . . . . . . 2 .43 4 5 6 7 8 9 New Zealand Central Securities Depository Limited . . . . . . . . . . . . . . . . 4,363,122 . . . . . . . . 2 .02 FNZ Custodians Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,302,625 . . . . . . . . 0 .60 JB Were (NZ) Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,265,000 . . . . . . . . 0 .59 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 .57 Stuart Hamilton Johnstone and Lorraine Rose Johnstone . . . . . . . . . . . . . 1,000,000 . . . . . . . . 0 .46 Graham John Paull and Owen Brent Ennor . . . . . . . . . . . . . . . . . . . . . . . . 800,000 . . . . . . . . 0 .37 10 Geoffrey Peter Scowcroft . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 683,000 . . . . . . . . 0 .32 11 Investment Custodial Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . 573,907 . . . . . . . . 0 .27 12 Peter William Burilin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 515,000 . . . . . . . . 0 .24 13 New Zealand Central Securities Depository Limited . . . . . . . . . . . . . . . . . 402,556 . . . . . . . . 0 .19 14 Keith Arthur William Brunt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365,000 . . . . . . . . 0 .17 15 Custodial Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 348,404 . . . . . . . . 0 .16 16 Carla Zwart Brockman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336,300 . . . . . . . . 0 .16 17 Custodial Services Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294,635 . . . . . . . . 0 .14 18 Gemscott Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248,000 . . . . . . . . 0 .11 19 Shu-Wen Chiang . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 228,053 . . . . . . . . 0 .11 20 Alaister John Wall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 220,000 . . . . . . . . 0 .10 A number of the registered holders listed above hold shares as nominees for, or on behalf of, other parties. 58 Notes 59 Notes 60 Directory Calendar Directors Dame Rosanne PO’L Meo (Chairman) Rodney A Duke Stuart H Johnstone Alaister J Wall Mary M Devine 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 Level 16 19 Victoria Street PO Box 91976 Auckland 1142 Telephone +64 9 375 5999 Websites www .briscoegroup .co .nz www .briscoes .co .nz www .rebelsport .co .nz www .livingandgiving .co .nz Annual Balance Date . . . . . . . . . . . . January Preliminary Profit Announcement . . . March Annual Report Published . . . . . . . . April Final Dividend . . . . . . . . . . . . . . . . . 31 March 2014 Annual Meeting . . . . . . . . . . . . . . . . 15 May 2014 Half Year Results . . . . . . . . . . . . . . . September Interim Dividend . . . . . . . . . . . . . . . October 61 

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