Annual Report & Accounts
2017
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Company Overview
Welcome to
The UK’s leading specialist retailer of
greeting cards, dressings and gifts
Card Factory focuses on the value and mid-market segments of the UK’s large and resilient greeting
cards market, and also offers a wide range of other quality products, including small gifts and gift dressings,
at affordable prices.
The Group principally operates through its nationwide chain of over 850 Card Factory stores, as well as
through its online offerings: www.gettingpersonal.co.uk and www.cardfactory.co.uk.
Card Factory commenced operations in 1997 with just one store and has expanded its store estate primarily
through organic growth into a market-leading value retailer with a nationwide presence.
The Group’s stores are in a wide range of locations including on high streets in small towns through to major cities,
shopping centre developments, out-of-town retail parks and factory outlet centres.
Since 2005, Card Factory has developed a vertically integrated business model with an in-house design team,
an in-house printing facility and central warehousing capacity of over 360,000 sq. ft. This model differentiates
the Group from its competitors by significantly reducing costs and adding value to customers in terms
of both price and quality.
The Group’s clear strategy is focused on four pillars of growth:
Four pillars of growth
Like-for-like sales growth
New store roll out
Business efficiencies
Online development
Consistently strong cash generation and shareholder returns
Card Factory plc Annual Report and Accounts 2017
GROUP REVENUE
£398.2m Increase of +4.3%
NET NEW STORE OPENINGS
51
Total store estate 865
LIKE-FOR-LIKE STORE SALES1
+0.4%
Positive LFLs every year
since formation
ONLINE REVENUE
£19.3m
FY16: £19.2m
UNDERLYING EBITDA2
£98.5m Increase of +3.8%
UNDERLYING EBITDA MARGIN
24.7%
FY16: 24.9%
UNDERLYING PROFIT BEFORE TAX
£85.1m
FY16: £82.0m
STATUTORY PROFIT BEFORE TAX3
£82.8m
LEVERAGE4
1.38x
FY16: £83.7m
FY16: 1.30x
TOTAL ORDINARY DIVIDEND5
9.1p
Increase of 7.1%
SPECIAL DIVIDEND
15.0p
FY16: 15.0p
Notes
1. See page 8 for definition of like-for-like sales.
2. As defined in note 5 to the financial statements on page 97.
3. See note 3 to the financial statements on page 96 for details of
non-underlying items.
4. Leverage is calculated as the ratio of net debt to underlying
EBITDA for the previous 12 months.
5. Including recommended final dividend of 6.3p, subject to
AGM approval.
Contents
Strategic Report
Business Model
2 Market Overview
4
8 Our Four Pillar Strategy
10 Chairman’s Statement
12 Chief Executive Officer’s Review
18 Chief Financial Officer’s Review
23 Principal Risks and Uncertainties
27 Corporate Social Responsibility Report
Governance
34 Directors and Officers
37 Chairman’s Letter – Corporate Governance
38 Corporate Governance Report
48 Chairman’s Letter – Audit and Risk Committee
49 Audit and Risk Committee Report
53 Chairman’s Letter – Remuneration Committee
55 Directors’ Remuneration Report
72 Chairman’s Letter – Nomination Committee
73 Nomination Committee Report
75 Directors’ Report
79 Statement of Directors’ Responsibilities
Financials
Independent Auditor’s Report
80
84 Consolidated Income Statement
85 Consolidated Statement of
Comprehensive Income
86 Consolidated Statement of Financial Position
87 Consolidated Statement of Changes in Equity
88 Consolidated Cash Flow Statement
89 Notes to the Financial Statements
114 Parent Company Balance Sheet
115 Parent Company Statement of
Changes in Equity
116 Parent Company Cash Flow Statement
117 Notes to the Parent Company
Financial Statements
Company Information
125 Advisers and Contacts
11
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Market Overview
Introduction
The revenue generated from the physical store network represents c95% of Group revenue and can be analysed
into three principal areas:
Single cards
Non-card items
Christmas boxed cards
Christmas boxed cards are boxes
of multiple cards purchased at
Christmas, typically sent to a wider
group of relatives, friends and
colleagues and are often associated
with a charity.
Single cards comprise individual
cards for everyday occasions (eg
birthdays, anniversaries, weddings,
thank you, get well soon, good luck,
congratulations, sympathy and new
baby cards) and seasonal occasions
(eg Christmas, Mother’s Day,
Father’s Day, Valentine’s Day, Easter,
thank you teacher, graduation and
exam congratulations). Within the
singles segment of the market,
approximately 2.0% by volume
relates to personalised physical
cards sold online, with an element of
personalisation as part of the
purchase (eg to add the recipient’s
name or a photograph).
‘Non-card’ refers to a wide variety
of adjacent product categories that
customers have a high propensity to
purchase on the same occasions as
greeting cards, including:
• gift dressings (eg gift wrap, gift
bags, gift boxes, gift tags, bows
and ribbons);
• small gifts (eg soft toys, ceramics,
glassware, candles, picture
frames, homewares);
• party products (eg balloons,
banners, badges and candles);
and
• other non-card products (eg
calendars, diaries, stamps).
Share of FY17 revenue
Estimated Card Factory market share by value
Single cards
55.3%
Non-card
42.3%
Christmas
boxed cards
2.4%
22
Single cards
17.9%
Non-card items
less than 10%
Christmas
boxed cards
12.0%
£1.4 billion
UK market value
£2 billion
UK market value
£0.1 billion
UK market value
Note: Card Factory value share excludes online and is based on OC&C estimate of
market size in 2015.
Card Factory plc Annual Report and Accounts 2017 Market trends
Market growth rates
There is an ingrained culture of sending greeting cards in
the UK, with estimates suggesting an average of
approximately 30 cards sent per adult each year, of which
on average approximately 20 are single greeting cards.
The overall card market has proved to be robust and
resilient throughout the past decade with steady
consistent annual growth in value.
Card purchasing is occasion-driven, focused around key
events (eg birthdays, anniversaries and seasons such as
Christmas). A person’s age, gender and stage of life are
major drivers of their propensity to purchase greeting
cards, with purchasing levels significantly higher in older
consumers and those with families. The evidence
suggests that card purchasing behaviour is broadly
stable within generations which, with both a growing
and ageing UK population, is expected to help support
future card purchasing levels in the UK.
Volumes in the larger, core singles market have been
broadly flat during this period, with only a very slight
shift to personalised single cards purchased online
notwithstanding very significant television advertising
spend by the major players in this established
market niche.
The small Christmas boxed cards segment of the market
has declined over recent years and this is thought to be
due, in part, to significant increases in stamp prices over
the period and lower levels of emotional attachment to
Christmas boxed cards than to other greeting cards.
Competitive environment
The greeting cards market is highly fragmented, with a wide range of retailers selling greeting cards, including:
• Specialist chains: Represent a destination location for greeting cards (eg Card Factory, Clintons, Hallmark,
Paperchase, Scribbler and Cards Galore);
• Grocers: Primarily capture convenience and distressed purchases (eg ASDA, Tesco and Sainsbury’s); and
• Others: Including generalists (eg WH Smith and M&S), stationers, discount chains (eg Poundland, Home Bargains
and Wilkinsons), the Post Office and hundreds of small independent retailers.
Consumer Perception
5.0
4.5
4.0
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P
3.5
3.0
2.5
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P
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S
Home
Bargains
Poundland
B&M Bargains
99p Stores
Wilkinson
Card Factory
Supermarkets
Post Office
Scribbler
WH Smith
Marks &
Spencer
Clintons
Hallmark
Paperchase
2.0
3.0
3.5
4.0
Quality
Stronger Perception of Quality
4.5
5.0
Source: OC&C Online Consumer Survey (March 2017)
OC&C
Retail Proposition Index
December 2016
WINNER
VALUE FOR MONEY
1 Card Factory
2
Aldi
3
4
5
6
7
8
9
Farm Foods
Lidl
eBay
Poundland
99p stores
Amazon
Iceland
10 Home Bargains
WINNER
LOW PRICES
1 Card Factory
99p Stores
2
3
4
5
6
7
8
9
Poundland
Primark
Poundworld
Aldi
Farm Foods
Lidl
Home Bargains
10 B&M Bargains
33
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials
Business Model
Card Factory operates a unique vertically integrated
business model which comprises design, sourcing,
printing, warehousing, distribution, a large physical
store network and an online presence.
The Group has developed and strengthened this
model since it was first established in 2005, investing
over £50m in the process and building significant
management expertise in all of these specialist areas,
beyond the traditional retail operations.
This deep vertical integration enables the Group to
differentiate itself from its competitors by significantly
reducing costs and adding value to customers in terms
of both price and quality, underpinning the
Group’s motto:
“Compare the quality,
compare the price”
Key competitive strengths
The Directors believe that this unique model provides significant advantages to the Group, including:
• enabling Card Factory to offer its clearly differentiated
value proposition of quality products at affordable
prices while maintaining strong margins;
• enhanced financial flexibility through better working
capital management;
• providing Card Factory with control over the quality,
design and merchandising of its products, with the
ability to act directly on customer preferences;
• exclusivity of design – the vast majority of Card
Factory’s products are exclusive to Card Factory;
• economies of scale (eg with regard to the size of
card print runs) that have been built up over a
significant period of time;
• greater security of supply chain and enhanced
visibility of stock, allowing the Group to react more
dynamically to market trends;
• benefits from the significant investment in design
capabilities (including the artwork and verses
required to support the range of designs), production
and warehousing infrastructure, people and retail
stores;
• a management team with the diverse experience and
expertise required to operate a deeply vertically
integrated retail business as opposed to a pure retail
model; and
• an integrated business model that would involve
significant execution risk to replicate.
1997
OPENED FIRST STORE
IN WAKEFIELD,
YORKSHIRE
2003
ACQUIRED
WAREHOUSE AND
DISTRIBUTION
FACILITY
2005
ACQUIRED DESIGN
STUDIO
2009
ACQUIRED PRINT
FACILITY ‘PRINTCRAFT’
44
Card Factory plc Annual Report and Accounts 2017
Card Factory has consistently and significantly grown its share of the UK greetings card market since formation
in 1997. Based on the latest available market data from OC&C Strategy Consultants (‘OC&C') for the 2015 calendar
year, Card Factory is the market leader in terms of both value (17.5%) and volume (32.6%).
UK Card Market
Value Share (%)
17.5%
UK Card Market
Volume Share (%)
32.6%
16.4%
16.8%
17.5%
15.5%
29.3%
29.9%
30.9%
32.6%
2012
2013
2014
2015
2012
2013
2014
2015
Previously
stated:
Source: OC&C March 2017
16.4%
15.5%
16.8%
17.5%
Source: OC&C March 2017
2011
ACQUIRED
GETTING PERSONAL;
RELOCATED AND
EXPANDED PRINTCRAFT
2013
OPENED NEW HEAD
OFFICE
2014
FLOTATION ON THE
LONDON
STOCK EXCHANGE
2015
RELAUNCHED NEW
CARD FACTORY WEBSITE
55
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Business Model continued
Design
• Strong team built gradually since 2005, now designing
a large proportion of Card Factory store products
• Broad skill set including illustrators, verse writers, packaging
specialists, editorial, technical constructors and designers
• Typically redesign over 4,000 cards and hundreds
of non-card items each year
• Extensive database of thousands of creative designs,
captions and verses
Sourcing
• Dedicated in-house sourcing team covering wide
range of non-card products
• Close links with in-house design team to ensure
designing and sourcing to an acceptable margin
• Long-standing relationships with many third-party
manufacturers, particularly in the Far East
• Internal quality control function supported by third-party
supplier audits
Printing
• Existing supplier acquired in 2009 and relocated to larger
premises in 2011
• Well-invested, scalable facility based in Shipley, Yorkshire with
limited further expansion capex
• Currently producing over 200 million cards per annum for
Card Factory store network
• Strategically positioned to grow capacity to c400 million
cards in line with growth in anticipated store roll out and
further share gains
Warehousing
• National distribution centre based in Wakefield, Yorkshire
• Over 360,000 sq ft of storage space
• Supplemented by other local, third-party storage, principally
for seasonal peak requirements
• Supported by Microsoft AX ERP system implemented in 2009
66
Card Factory plc Annual Report and Accounts 2017 Distribution
• Outbound distribution performed by third-party
logistic partners
• Small fleet of own vehicles for specific deliveries
• Frequent store replenishment to support high store
sales densities
• Limited proportion of products shipped direct to
store (eg helium gas canisters, postage stamps)
Store network
• Nationwide network of over 850 stores, principally
built from individual openings rather than acquisition
• High quality estate – less than 1% of portfolio loss-making at
store contribution level
• Versatile, high returns model operating successfully
in a wide range of locations and demographic areas
• Detailed target location database supports
estimated total estate of up to 1,200 stores in the UK
and Republic of Ireland
Merchandising
• Extensive range of card and non-card products
• Highly differentiated retail proposition offering
quality products at a fraction of the price of the
Group’s principal competitors
• Transparent pricing builds trust with customers
• Consistently high net promoter scores
Online
• Complementary area of growth
• Relatively new entrant in a small but fast-growing market niche
• Market entry through acquisition of Getting Personal in 2011 –
predominantly personalised gifts
• Relaunch of Card Factory transactional website in 2015
77
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Our Four Pillar Strategy
Like-for-like sales growth
New store roll out
The Group has a strong track record of consistently
delivering like-for-like sales growth and growing
average basket value (‘ABV'). The Board’s strategy
is to continue this track record, whilst maintaining
the core value proposition, by:
• continuing to improve overall product quality
and range for both card and non-card products
developed by its established design team;
• further developing the Group’s in-store
merchandising and pricing architecture to
increase the number of items sold per basket
and/or to encourage customers to trade up to
higher priced items; and
• leveraging our electronic point of sale (‘EPOS')
system to provide more granular sales data for
analysis of customer purchasing trends, thereby
assisting in increasing items sold per basket, for
example through identifying and stocking
non-card products that are more likely to be
purchased alongside greeting cards.
The Group also expects to benefit from ongoing
revenue growth as recent store openings continue
to grow their share of the local market in line with
the typical maturity curve of four to six years. At
the point of maturity, annual sales in individual
stores are typically 30% to 40% higher than in the
first year post-opening.
Like-for-Iike sales definition
The Group defines Card Factory store Iike-for-Iike
(‘LFL') sales as the year-on-year growth in sales for
Card Factory stores which have been opened for a
full year, calculated on a calendar week basis. The
reported LFL sales figure excludes sales:
• made via the Card Factory website,
www.cardfactory.co.uk;
• made via the separately branded personalised
card and gift website, www.gettingpersonal.co.uk;
• by Printcraft, the Group’s printing division, to
external third-party customers; and
• from stores closed for all or part of the relevant
period (or the prior year comparable period).
Card Factory stores are included in the reported
LFL figures for each week of trading completed
after having been open for a full 52 weeks, as
compared to the same relevant week in the
previous period.
Total Card Factory LFLs are reported including the
impact of the Card Factory website.
The Group defines Getting Personal LFL sales as the
year-on-year growth in sales for the Getting Personal
website, calculated on a calendar week basis.
88
The Group intends to expand its store portfolio
organically from its existing store estate to up to
1,200 stores in total (a figure supported by external
analysis undertaken by OC&C), including up to
approximately 100 potential new stores in the
Republic of Ireland. The Board intends to continue
this future roll out at a similar rate to the Group’s
historical rate of organic store openings of c50 net
new stores per annum.
Target locations for all of these new stores have
already been identified and these locations,
together with other potential locations, are kept
under regular review. Although these new
opportunities are expected to have, on average,
lower sales potential than the average of the
Group’s existing store locations, primarily due to
the new stores typically being in lower footfall
locations than the average of the Group’s existing
stores, the Directors believe these new stores will
nevertheless enhance EBITDA and will continue the
trend of delivering a strong return on capital.
Management undertakes a formalised appraisal
process for new location opportunities which
includes an assessment of potential store sales and
profitability, the results of which are stored in a
database of new store opportunities which is
continually updated and refreshed.
Card Factory plc Annual Report and Accounts 2017 Business efficiencies
Online development
Card Factory has a long-established culture of
strong cost control and a consistent track record
of delivering best-in-class margins. The Board
will continue to pursue business efficiency
initiatives to further improve the business and
its competitive position.
The Group aims to maintain and, where possible,
enhance its gross margins through continuous
improvement in the supply chain process. In
particular, the Group intends to continue to
diversify its range of suppliers (to reduce reliance
on key suppliers) and further develop direct
sourcing relationships with manufacturers.
Similarly, the Group aims to protect and, where
possible, enhance operating margins through the
continued strong control of operating costs,
including: the management of overall employee
costs; negotiation of improved rental terms upon
the expiry and renewal of existing leases; and tight
control over other costs and expenses.
As the Group continues to grow Iike-for-like sales
and proceed with its new store roll out, the
business will continue to leverage the growing
economies of scale when negotiating contracts
with suppliers and manufacturers.
Since 2010, in anticipation of planned long-term
growth, the Group has invested heavily in its
infrastructure, including:
• an EPOS system to provide more granular sales
data;
• expansion of Printcraft as part of a 10 year capital
expenditure plan following its relocation to larger
premises in 2011;
• the relocation of Getting Personal’s personalised
gift production facility to Printcraft in 2013; and
• investment in the Central Distribution Centre and
Group head office completed in 2013.
The Group will continue to leverage the benefits
of these recent significant investments over the
medium term.
The Group’s online operations are currently
focused on Getting Personal, acquired in 2011.
Sales of personalised gifts represent the vast
majority of the revenue generated from its website
www.gettingpersonal.co.uk.
The Directors believe there are opportunities to
further grow the Group’s sales in this complementary
segment through further product development
(eg changes to existing product ranges and
new product ranges), enhancements to the
website (including the mobile offering) and
improved marketing.
While the personalised online segment of the
greeting cards market remains small, according
to OC&C representing just 5.3% of the total single
cards market, by value, and 2.0%, by volume,
in 2015, the Directors believe it provides an
opportunity for growth.
During 2015 the Card Factory transactional website
was relaunched on the responsive technology
platform developed by the team at Getting
Personal. We continue to enhance, test and evolve
our online proposition and product offering on this
second site and have introduced a wider selection
of personalised cards and gifts, including a small
range of photo upload products.
The Directors believe that the Group is well
placed to capture a greater share of this growing
segment of the market.
99
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chairman’s Statement
“The Board is excited by the
opportunities, both strategic and
operational, that Karen has identified to
further improve an already very
successful business.”
for all he has done and, when he steps down, it will be
with our very best wishes for the future. Darren has
agreed to continue in his role until a successor has been
identified and through a transitional period. The search
for that successor is well advanced and a further
announcement will be made in due course.
The Board has increased the total ordinary dividend for
the year by 7.1% to 9.1p per share, reflecting our strong
cash generation and confidence in the future prospects
of the business. This is in addition to the 15.0p per share
special dividend paid in November 2016. In line with our
stated capital policy, we currently expect to make
further returns of surplus cash to shareholders towards
the end of the current financial year.
Geoff Cooper
Chairman
27 March 2017
Geoff Cooper
Chairman
Card Factory has had another good year, once again
delivering a record performance in terms of both
revenue and underlying profit generation. Whilst this
year marks the third anniversary of the IPO, it is also the
twentieth anniversary of the Company’s formation.
Having started life as a local family owned discounter,
the Group has developed into a high margin, national,
value retailer with over 850 stores, two transactional
websites and a position of clear market leadership.
During this period the Group has demonstrated an
ability to grow sales and profit, increase market share
and generate significant returns for shareholders. The
Board’s objective is to continue to build on this strong
track record in the years ahead.
The Group continues to focus on its successful four
pillar strategy, underpinned by its unique vertically
integrated model which provides significant competitive
advantage, particularly in challenging retail
environments, as seen in 2016. In her report that
accompanies these results, our Chief Executive Officer,
Karen Hubbard, provides an update on the Group’s
current strategic priorities. The Board is excited by the
opportunities, both strategic and operational, that
Karen has identified to further improve an already very
successful business.
In January we announced that our Chief Financial
Officer, Darren Bryant, intended to retire after eight
years with the Group. Throughout this period Darren
has contributed significantly to the strategic
development and sustained growth of Card Factory. As
our CFO, he successfully steered the Company through
its 2014 IPO and its first three years as a public
company. After such an intense period of activity we
understand his wish to retire. We are extremely grateful
1010
Card Factory plc Annual Report and Accounts 2017 “The Group has
demonstrated an ability
to grow sales and profit,
increase market share and
generate significant
returns for shareholders.”
1111
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chief Executive Officer’s Review
“We are trusted to be there to help our
customers celebrate their life moments
and milestone events.”
Karen Hubbard
Chief Executive Officer
Overview
I am pleased to report another record year at Card
Factory in terms of both sales and underlying profit
performance. Throughout the year we have continued to
provide a compelling offer with extensive ranges of
designs across our cards, party products, dressings and
gifts. Our ranges continue to resonate well with our
customers who recognise the quality and value that
we offer.
We have also strengthened and innovated our offering,
adding line extensions in both card and non-card and
further successful seasonal ranges. During 2016 our
Mother’s Day offer saw the single highest sales day in
Card Factory history. Our store and online offering has
enabled us to provide great value for our customers
who see us as their retailer of choice for such important
events.
Since joining, I have undertaken a detailed strategic
review of the business. Having done so, I am confident
that our existing, proven four pillar strategy is the right
one to ensure future business growth.
Over the past year, it is this established strategy that
allowed us to deliver a good performance in a
challenging retail market. Our LFL sales remained
positive and our business continued to deliver best-in-
class margins whilst remaining highly cash generative,
allowing another 15p special dividend to be paid to
shareholders.
However, with the benefit of fresh eyes, I believe there
are additional opportunities to further strengthen the
business for the longer term.
We are trusted to be there to help our customers
celebrate their life moments and milestone events. Our
business model, with its integrated supply chain, allows
us to provide an unrivalled offer to our customers. In
particular, we have the widest range of high quality
cards, with innovative designs and styles, all available at
compelling prices. Together, it means that our
customers can find quality cards to say exactly what
they wish to say at a price that is affordable for them.
Market update
The latest independent research published by OC&C in
March 2017 has confirmed that a number of important
and established market trends that were highlighted at
the time of our IPO in 2014 remain as valid today:
• the market for single greeting cards is well
established, robust and resilient; it continues to show
modest growth in value terms and remains stable in
terms of volume, supported by a growing and ageing
population – this trend in volume and value is
forecast to continue;
• the sending of physical greeting cards is deeply
ingrained in UK culture with high levels of emotional
attachment to card purchasing;
1212
Card Factory plc Annual Report and Accounts 2017 • there has been no meaningful shift in the use of
digital greetings as a replacement for the physical
card;
• the online personalised card segment remains an
attractive niche, not yet fully targeted by Card
Factory;
• Card Factory has maintained significant clear blue
water versus its competitors in terms of the
consumer’s perception of value; and
• Card Factory continues to grow market share in
terms of both volume and value – continuing a
consistent trend seen since the Company’s formation
twenty years ago.
Another driver of Card Factory fascia LFL growth was
our website, cardfactory.co.uk. We have made good
progress with this segment of the business, as is
outlined further below within my commentary on online
development.
Looking forward, we intend to maximise LFL growth
through: (i) ensuring we leverage our Design Studio to
continue improving the designs of our card ranges and
innovation in our non-card ranges; and (ii) focusing on
retail disciplines, in particular ensuring improved
availability, better space and merchandising planning,
and a greater focus on customer service and
operational standards.
Strategic performance
We continue to make good progress against our four
established strategic pillars:
1. LFL sales growth
Card Factory stores delivered positive like-for-like
growth in the year of +0.4% notwithstanding a tough
comparative (FY16: +2.8%) and the lower levels of
footfall experienced by the general retail market.
Including cardfactory.co.uk, LFL sales growth from the
Card Factory fascia was +0.6% (FY16: +3.0%). However,
I believe that we can do better and it was pleasing to
deliver a good Christmas trading performance with
cumulative like-for-like sales growth for the fourth
quarter returning to the expected historic range of +1%
to +3%.
In card, we continued to focus on introducing new
styles and designs, whilst maintaining our value offer –
customers can still buy high quality cards at prices that
are up to two-thirds lower than that charged for similar
products by our principal competitors.
In non-card, our design and buying teams developed a
number of new ranges, including our successful ‘Pugs’
range, a broader selection of wedding gifts, innovation
in gift bags and boxes and new candle designs. This
design and innovation has been recognised and well
received by our customers. For the year as a whole, the
proportion of sales from non-card items increased to
42.3% (FY16: 41.3%). This in part was as a result of our
EPOS system acting as an enabler to drive average
transaction value to help offset downward pressure on
footfall.
2. New store roll out
Our internal property team has enabled us to continue
to open and operate new stores efficiently and in a cost
effective manner and we have been successful in
locations where we were previously unrepresented.
We opened 51 net new stores in FY17 across a variety of
retail locations including high streets, shopping centres
and retail parks, providing the opportunity for more
customers to experience us in new markets. In total we
had 865 stores at the end of the financial year (31
January 2016: 814). The quality of our estate is quite
remarkable: of our stores open for over one year, only
five (less than 1% of the estate) were loss making and
their aggregate loss was only £0.1m at store
contribution level.
Looking forward, we continue to have a strong pipeline
of potential new stores, including a number of
opportunities in retail parks, a segment of the market
where we are seeking to increase our presence. We
expect to add a further 50 net new stores to our estate
in the current financial year.
We continue to monitor developments across our
competitors and the broader retail space to ensure that
we are well positioned to take advantage of property
opportunities that may materialise.
I believe that there is a significant opportunity in the
Republic of Ireland. We have recently completed a
number of detailed studies of the market and its
dynamics; we think our offer will be seen to be very
attractive to the potential customer base. A further
update will be provided at the interim results.
Across both geographies, we continue to target a
cost-effective estate of 1,200 stores, across high streets,
shopping centres and retail parks, capable of driving
strong returns whilst maintaining the quality inherent in
the Card Factory brand.
1313
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chief Executive Officer’s Review continued
3. Business efficiencies
The Group has consistently delivered one of the best
operating profit margins in the retail sector and
continuing to achieve this, whilst offering our customers
value, means that we have to maintain the most efficient
and lowest cost base.
As referred to within our Chief Financial Officer’s
Review and previous announcements, we have for some
time anticipated further significant cost pressures, in
particular foreign exchange and wage rates. Whilst our
competitors are facing the same challenges, we have a
competitive advantage by virtue of our vertically
integrated model and resulting superior operating
margins. Our value proposition and our response to
external challenges should present an opportunity to
further strengthen our market position if we execute
well. We will remain conscious of our customers’
sensitivity to price points, ensuring that we are
delivering the right customer offer to retain and grow
our market share.
We have a defined business efficiencies programme in
place to help mitigate, where possible and appropriate,
the impact of our cost headwinds. We have already
started to see initial benefits of recent investment in our
buying function and loss prevention team. Our LED
conversion programme is also progressing well, further
reducing our cost to operate.
Looking ahead, I see further business efficiency
opportunities including: lowering the cost of sales
through better buying; driving lean fulfilment in stores
through supply chain efficiencies; and maintaining
operational productivity in stores through simplicity of
operations. We have commenced a number of initiatives
focused on these areas; I will provide a more detailed
report on progress in due course.
4. Online development
We have two online sites – cardfactory.co.uk and
gettingpersonal.co.uk.
We see cardfactory.co.uk as offering a Card Factory
customer a compelling range of personalised cards and
gifts with the same focus on quality and value as are
found in our stores. We are also evaluating options for
including more non-personalised products on the site,
including balloons and party products. We believe there
are growth opportunities for cardfactory.co.uk and have
invested in our talent and renewed the focus on the
offer to deliver profitable sales growth. Sales growth of
c50% in FY17 for cardfactory.co.uk was solid despite
strong prior year comparatives (FY16: c500%). We are
aiming to maintain this positive growth in FY18 through
leveraging this approach.
We continue to have strong aspirations for
gettingpersonal.co.uk, which is focused on personalised
gifts. Whilst this remains a relatively small and
profitable part of the Group in terms of both sales and
profit contribution, its financial performance in the year
was disappointing with sales down by 2.6%. Given lower
conversion rates, investment in the management
structure and some one-off costs, the EBITDA
performance of £2.8m (FY16: £4.1m) was below our
expectations, having grown by almost 150% over the
previous 24 months.
We have made some significant changes in this business
during the year, including recruiting a new senior team,
investing in online talent and renewing the focus on
product and the customer experience.
Whilst we are early in the turnaround phase for
gettingpersonal.co.uk, we are encouraged by the
increased site visitors and conversion rates with
customers responding positively to the innovation in
new product ranges. I am optimistic that we can make
significant progress with this business in terms of both
sales and profit contribution to the Group.
Looking ahead, the key focus areas across both online
channels will be implementing a new and better digital
marketing approach; improving the look and feel of our
websites; and further innovating our personalised
product ranges.
1414
Card Factory plc Annual Report and Accounts 2017 Other strategic priorities
Alongside a continued focus on these four strategic
pillars, my strategic review identified opportunities to
further strengthen our business for all stakeholders, and
to enhance future shareholder returns, with a focus on
three areas – further targeted investment, greater
engagement with colleagues, and listening even more
to our customers.
Ongoing investment to drive shareholder value
As highlighted a year ago, in order to optimise the
benefits of our existing EPOS system the Board
commissioned an independent detailed review of a
potential software upgrade to enable further system
improvements and efficiencies to be delivered. This
review was completed during the year and we
concluded that greater value could be driven by a
switch to an alternative software provider, resulting in a
non-cash one-off charge of £1.1m. All remaining non-
EPOS stores (c300 stores in total) will be converted to
the new EPOS system during FY18, allowing the
business to introduce contactless payments and the
sale of third party gift cards. We will then upgrade the
existing EPOS stores to the new software package in
FY19. Having the entire estate operating on this
common platform will leave us well placed to fully
leverage future growth opportunities from this
investment over the medium term.
As mentioned we have also invested in our online
businesses, marketing team and various head office
functions to ensure that we have the right
infrastructure, talent and capacity to drive strategic
priorities and growth.
The Board will continue to assess further incremental
investment across the Group on a case by case basis,
taking into account the scale, likelihood and timing of
anticipated returns. This ongoing, controlled investment
will ensure that we continue to deliver on the four pillar
strategy and deliver strong returns to our shareholders
over the medium term.
Engagement with our colleagues
I have visited many of our stores over the past year and
I have seen first-hand how much our colleagues care
about and are committed to serving our customers. We
all recognise that the success of the Card Factory
business is down to the ongoing commitment and
contribution from our colleagues. Our customer facing
teams hold a key relationship with our customers and,
through them, we can continue to be the highly
successful retailer that we have been in the past.
We have undertaken our first colleague engagement
survey and throughout the past 6 months we have been
actively listening to our colleagues. They are proud to
work in a business with such a strong growth story, but
in some important areas we can do better for them. We
have too many gaps in our store management teams,
our employee turnover is too high; and we can offer
better training to improve loyalty. Each of these issues
are already being addressed and will deliver noticeable
returns over the medium term.
To support opportunities in this area, we have recruited
a new Group HR Director to ensure that we remain
focused on giving our colleagues across the business -
in the design studio, our print works, stores, distribution
and support centres - a great place to work, and on
building on our culture to ensure further success.
Listening to our customers
Throughout the year we have ensured that we have
listened to our customers and they have shared the
areas where they feel we are unrivalled and where they
think we could do even more. We remain a brand that is
seen to provide great value for money and can be relied
upon to have the best prices across the entirety of our
range. They appreciate our wide range of cards and
continue to be pleasantly surprised at the quality for
such value. We have now introduced a number of
ranges that we previously did not offer and our
customers were delighted with these new ranges which
have subsequently become strong sellers for us.
However, we can also do things better. We can improve
speed of service; make our shops more convenient to
shop; and generally improve the shopping experience.
A number of these will be addressed through our
revised EPOS roll out and we are also completing work
on store planning and stocking.
Summary & outlook
I remain confident in the resilience and robustness of
the card industry itself and the ability for Card Factory
to continue to excel. Card Factory has and will continue
to gain share on the basis of our highly attractive and
differentiated quality and value proposition. We will also
continue to increase the mix of both our non-card
products and online sales as we further improve our
offering in these areas. This year we will continue to
focus on our areas of differentiation and on the
additional opportunities that I have identified, and in
particular to deliver in the areas that will enable us to be
efficient into the future, recognising the external
pressures faced by all retailers in the current
environment.
1515
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chief Executive Officer’s Review continued
We have a strong brand and recognition as a market
leader in our area of expertise. Our talented teams
across the business continue to deliver for our
customers and we continue to invest for the future. We
have the capabilities and strategy to deliver going
forward which will enable us to offer our customers the
quality products at a great price that they have become
accustomed to from us.
Whilst the new financial year is only two months old and
seasonal sales patterns are distorted by Easter and
Mother’s Day falling three weeks later than last year, we
are pleased with everyday like-for-like sales in the year
to date. I look forward to providing a further trading
update at our AGM in May.
Karen Hubbard
Chief Executive Officer
27 March 2017
1616
Card Factory plc Annual Report and Accounts 2017 “We have the widest range
of high quality cards, with
innovative designs and
styles, all available at
compelling prices.”
“51
net new
stores
were
opened.”
1717
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chief Financial Officer’s Review
“The Board currently anticipates,
subject to trading performance, to make
a further return of surplus cash to
shareholders in line with our stated
policy towards the end of the current
financial year.”
Darren Bryant
Chief Financial Officer
The ‘FY17’ accounting period refers to the year ended 31 January 2017 and the comparative period ‘FY16’ refers to
the year ended 31 January 2016.
Revenue
Total Group revenue during the year grew by 4.3% to £398.2m (FY16: £381.6m), driven by growth in the Card
Factory store network:
Card Factory
Getting Personal
Group
FY17
£’m
380.5
17.7
398.2
FY16
£’m
363.4
18.2
381.6
Increase/
(Decrease)
+4.7%
-2.6%
+4.3%
The Group’s established new store roll out programme continues to be an important driver of sales growth for the
business. In the year under review, 51 net new stores were opened (FY16: 50), bringing the total estate to 865
stores at the year end.
Like-for-like (‘LFL’) sales growth was broken down as follows by retail channels:
Card Factory stores
Card Factory online
Card Factory combined
Getting Personal
Total online combined
FY17
FY16
+0.4%
+49.4%
+0.6%
-2.4%
+0.5%
+2.8%
+497.7%
+3.0%
+17.5%
+22.8%
As expected, the ongoing improvements to the depth, quality and merchandising of our non-card product offering
led to a continuation of the marginal mix shift to this category, a trend we have seen for a number of years. The full
year mix for FY17 was 55.3% single cards (FY16: 56.4%), 42.3% non-card (FY16: 41.3%) and 2.4% Christmas Box
Cards (FY16: 2.3%). We expect this trend to continue as we further improve our non-card offering.
Revenue from the Card Factory transactional website grew by approximately 50% to £1.6m following strong growth
of approximately 500% in FY16.
As previously announced, following a period of sustained strong growth in both sales and profit in recent years,
FY17 performance at Getting Personal was disappointing. We continue to target double digit revenue growth at
Getting Personal in the year ahead. See CEO’s report for further details.
1818
Card Factory plc Annual Report and Accounts 2017 Operating costs
Cost of sales and operating expenses continued to be well controlled and can be analysed as follows (excluding
non-underlying items detailed below):
Cost of goods sold
Store wages
Store property costs
Other direct expenses
Cost of sales
Operating expenses*
* excluding depreciation and amortisation.
FY17
FY16
£’m
% of revenue
£’m
% of revenue
119.7
68.9
64.8
18.2
271.6
30.1%
17.3%
16.3%
4.5%
68.2%
120.1
62.2
60.3
16.6
259.2
31.5%
16.3%
15.8%
4.3%
67.9%
Increase/
(Decrease)
(0.3)%
10.8%
7.5%
9.1%
4.8%
28.1
7.1%
27.4
7.2%
2.3%
The overall ratio of cost of sales to revenue was broadly flat at 68.2% on an underlying basis (FY16: 67.9%) with the
following movements in sub-categories:
• Cost of goods sold: principally comprises cost of raw materials, production costs, finished goods purchased from
third party suppliers, import duty, freight costs, carriage costs and warehouse wages. The reduction in this cost
ratio, as also seen in the first half of the year, principally reflects the improvements in underlying product
margins, lower average freight rates and the benefit from various business efficiency initiatives, in particular, Loss
Prevention, better stock management and other supply chain efficiencies. The lower sales contribution of Getting
Personal, a lower margin business, also benefited the overall Group gross margin percentage. As a result of our
hedging policy, the weighted average rate expensed to the profit and loss account in FY17 was similar to that
recognised in FY16. As highlighted previously and discussed in more detail below, whilst our existing hedges
provide a degree of protection, foreign exchange margin pressure remains an area of concern for FY18 given the
depreciation of Sterling versus the US Dollar.
• Store wages: includes wages and salaries (including bonuses) for store based staff, together with National
Insurance, pension contributions, overtime, holiday and sick pay. As reported with the interim results, this cost
has increased as expected as new stores have been opened and pay increases have been awarded, including the
impact of the new National Living Wage.
• Store property costs: consists principally of store rents (net of rental incentives), business rates and service
charges. This cost has increased in absolute terms as new stores have been opened. As reported at the interim
stage, the ratio of store property costs to revenue has also increased slightly, principally as a reflection of lower
than anticipated LFL sales performance. A number of the Group’s existing stores remain on leases taken out
before the recession when the property market was stronger and the Company’s covenant was weaker and there
remains an opportunity for further savings as these older leases come up for renewal over the coming years.
Following the recent business rates review, we expect our annual rates liability to reduce by c£2m per annum
with effect from April 2017.
• Other direct expenses: includes store opening costs, store utility costs, waste disposal, store maintenance, point
of sale costs and marketing costs. This cost category is largely variable in respect of existing stores and
increases with new store openings. The ratio of other direct expenses to revenue has increased slightly from
4.3% to 4.5% with increased online marketing costs and other miscellaneous cost increases being offset by
various business efficiency initiatives including our LED conversion programme.
Operating expenses (excluding depreciation and amortisation) include items such as head office remuneration,
costs relating to regional and area managers, design studio costs and insurance together with other central
overheads and administration costs. The Group has continued to invest in central infrastructure and people in
recent years to support the ongoing planned growth; we expect this trend to continue. Total operating expenses
(excluding depreciation and amortisation) increased by 2.3% to £28.1m (FY16: £27.4m), although reduced slightly as
a percentage of revenue.
Depreciation and amortisation increased from £9.7m to £10.7m reflecting the continuing capital investment in the Group.
1919
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chief Financial Officer’s Review continued
through strong cost control and constant business
improvement. A number of business efficiency
initiatives are underway and we will continue to pursue
other business efficiency projects and cost mitigation
initiatives where appropriate.
Given the best-in-class margins generated by our
unique vertically integrated model, compared to our
principal competitors we believe that we are
strategically very well placed to manage this cost
pressure over the medium term. The Board is prepared,
if necessary, to invest a small element of our best-in-
class margins over the short term to ensure our longer
term competitive positioning is further strengthened.
We are also continuing to invest across the Group,
including further improvement of our customer
proposition and ongoing investment in our digital and
IT capabilities and infrastructure in order to enable the
delivery of long-term sustainable growth. For FY18,
based on current exchange rates, we anticipate that
post mitigation our margins will be approximately
150bps below the levels achieved in FY17 (pre
mitigation approximately 300bps), with the impact
weighted slightly more to the first half given the
phasing of cost trends and the delivery of our various
business efficiency initiatives.
Net financing expense
Net financing expense, excluding non-underlying items,
decreased by 17.6% to £2.7m (FY16: £3.3m). The FY17
expense benefited from the debt refinancing completed
in June 2015 as well as a slightly lower interest rate
margin. Net financing expense for FY18 is estimated to
be approximately £4m.
Profit before tax
Underlying profit before tax for the financial year
amounted to £85.1m (FY16: £82.0m), an increase
of 3.8%.
Foreign exchange
With approximately half of the Group’s annual cost of
goods sold expense relating to products sourced in US
Dollars, the Group takes a prudent but flexible
approach to hedging the risk of exchange rate
fluctuations. The Board adopts the policy of using a
combination of vanilla forwards and structured options
to hedge this exposure. The Group has used structured
options and similar instruments to good effect for a
number of years. The Board continues to view such
instruments, structured appropriately, to be
commercially attractive as part of a balanced portfolio
approach to exchange rate management, even if from a
technical accounting perspective, they may not be
deemed to meet the IFRS hedge effectiveness test.
At the date of this announcement, cover is in place for
100% of the anticipated FY18 US Dollar cash
requirement at a weighted average rate of c$1.36, lower
than the average rate recognised in underlying cost of
goods sold in the FY17 income statement of $1.64.
Approximately two-thirds of this US Dollar cash
requirement for FY18 is guaranteed regardless of the
prevailing spot rate with 11% of the anticipated annual
requirement under structured options dependent upon
Sterling remaining above $1.10 and the balance under
structured options dependent upon Sterling remaining
above $1.20. All structured options are layered in small
tranches (maximum individual trade of $2m per month)
with knock-out thresholds tested in the month prior to
delivery and then reset. Cover is also in place for
approximately 25% of the anticipated FY19 US Dollar
cash requirement at a weighted average rate of c$1.36,
again through a combination of vanilla forwards and
structured options. Further hedging layers will be
added for FY19 during the course of the current
financial year.
Underlying EBITDA and operating profit
The underlying EBITDA margin of the Group remained
broadly flat at 24.7% (FY16: 24.9%), reflecting certain
cost increases offset by the benefits of various business
efficiency initiatives:
Underlying EBITDA
Card Factory
Getting Personal
Group
FY17
£’m
95.7
2.8
98.5
Underlying EBITDA margin
Card Factory
Getting Personal
Group
25.2%
16.0%
24.7%
FY16
£’m
Increase/
(Decrease)
90.9
4.1
95.0
+5.3%
-30.4%
+3.8%
25.0% +0.2ppts
22.4% -6.4ppts
24.9% -0.2ppts
The Group’s underlying operating margin was also
broadly flat at 22.1% (FY16: 22.4%).
Looking forward to FY18, our sector faces well-
publicised cost headwinds, in particular foreign
exchange. Card Factory has a proven track record of
successfully managing such pressures in the past
2020
Card Factory plc Annual Report and Accounts 2017 The table below reconciles underlying profit before tax to
the statutory profit before tax for both financial years:
Underlying profit before tax
Non-underlying items:
Cost of sales
(Loss)/profit on foreign
currency derivative financial
instruments not designated as
a hedge
Operating expenses
Loss on disposal of redundant
EPOS assets
Accelerated depreciation on
EPOS assets
Other non-underlying
operating expenses
Net finance expense
Refinanced debt issue cost
amortisation
Loss on interest rate derivative
financial instruments not
designated as a hedge
Statutory profit before tax
FY17
£’m
85.1
FY16
£’m
82.0
(0.6)
3.9
(0.9)
(0.2)
(0.4)
(1.5)
–
–
(0.3)
(0.3)
–
(1.8)
(0.2)
(0.2)
82.8
(0.1)
(1.9)
83.7
Capital expenditure
Capital expenditure in the year amounted to £10.4m
(FY16: £11.6m), including strategic investments in LED
conversions (£0.9m) to reduce our annual in-store
energy costs and digital print (£1.0m) as we seek to
grow our sales and profit from personalised card and
gift segment.
The FY17 total was lower than the £12m guidance due to
the phasing of capex in relation to Printcraft and EPOS,
both of which are expected to reverse in FY18. Taken
together with the acceleration of EPOS conversion, the
Board anticipates that total capital expenditure in the
coming year will amount to approximately £15-16m and
then revert to approximately £12m per annum from
FY19 in line with previous guidance.
Strong financial position
The Group remains highly cash generative, driven by its
strong operating margins, limited working capital
absorption and the relatively low capital expenditure
requirements of its expansion programme.
Cash conversion, calculated as operating cashflow
(being underlying EBITDA less capex and underlying
working capital movements) divided by underlying
EBITDA improved significantly to 90.4% (FY16: 81.2%).
This improvement reflects working capital
improvements and slightly lower capex.
As at 31 January 2017, net debt (excluding debt
issue costs of £0.7m) amounted to £135.8m, analysed
as follows:
As highlighted in the CEO’s review, following an
independent detailed review of a potential EPOS
software upgrade to enable further system
improvements and efficiencies to be delivered, the
Board concluded that greater value could be driven by a
switch to an alternative software provider, resulting in a
non-cash one-off charge of £1.1m.
Further detail on the non-underlying reconciling items is
set out in note 3 of the financial statements on page 96.
Borrowings
Current liabilities
Non-current liabilities
Total borrowings
Add: debt costs capitalised
Gross debt
Less cash
Net debt
FY17
£’m
FY16
£’m
8.8
129.3
138.1
0.7
138.8
(3.0)
135.8
0.1
134.1
134.2
0.9
135.1
(11.3)
123.8
Tax
The tax charge for the year was 20.7% of profit before
tax in line with the prior year (FY16: 20.7%).
Earnings per share
Basic and diluted underlying earnings per share for the
year were 19.8p (FY16: 19.1p), an increase of 3.8%. After
the non-underlying items described above, basic and
diluted underlying earnings per share for the year were
19.3p (FY16: 19.5p), a decrease of 1.1%.
Net debt at the year end represented 1.38 times
underlying EBITDA a similar level of leverage to prior
year (FY16: 1.30 times), reflecting strong cash
generation in the year offset by the payment of the
special dividend.
2121
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chief Financial Officer’s Review continued
Revenue
400
400
400
400
300
300
200
400
300
299.9
400
300
326.9
299.9
300
m
m
299.9
200
£
£
’
’
300
326.9
299.9
200
353.3
326.9
326.9
299.9
353.3
326.9
299.9
326.9
381.6
353.3
381.6
353.3
m
£
’
m
£
’
200
100
m
£
’
’
m
200
£
100
200
100
100
0
0
100
0
Y13F
0
Y13F
100
0
Y13F
Y14
F
0
Y13F
Y14
F
F
Y14
Y13F
FY15
Y13F
F
Y14
FY15
398.2
381.6
398.2
381.6
353.3
398.2
381.6
398.2
381.6
353.3
100
398.2
100
80
398.2
m
£
’
m
£
’
80
60
60
40
40
20
EBITDA*
100
100
100
80
73.6
80
60
m
73.6
£
’
60
40
m
£
’
95.0
88.2
80.4
95.0
88.2
80.4
88.2
80.4
88.2
80.4
73.6
73.6
100
80
80.4
73.6
80
60
80.4
73.6
60
40
m
£
’
m
£
’
40
20
40
20
Net Debt
98.5
95.0
88.2
98.5
95.0
88.2
98.5
95.0
98.5
98.5
95.0
98.5
160
160
120
160
160.0
160
160.0
120
160
160.0
160.0
160
160.0
120
160.0
FY15
FY16
FY17
FY16
FY17
20
0
FY17
FY15
FY16
FY17
FY16
FY17
FY17
0
20
0
Y13F
0
Y13F
20
0
Y13F
Y14
F
0
Y13F
Y14
F
F
Y14
Y13F
FY15
F
Y14
FY15
FY16
FY15
FY16
FY17
FY16
FY17
FY17
Y13F
F
Y14
FY15
F
Y14
FY15
FY16
FY15
FY16
FY17
FY16
FY17
FY17
F
Y14
FY15
FY16
F
Y14
FY15
FY16
4
Store Like-for-Like Sales
4
4
%
%
4
3
3
2
2
1
1
0
0
4
3
3
2
2
1
3.2
3.2
%
%
4
3
3.2
3.1
3
3.2
3.1
2
%
%
2
1
1
0
Y13F
0
Y13F
1
0
Y13F
Y14
F
0
Y13F
Y14
F
3.2
3.1
3.2
3.1
3.1
3.1
1.8
1.8
2.8
2.8
2.8
2.8
1.8
2.8
2.8
1.8
1.8
1.8
0.4
0.4
0.4
Y14
F
Y13F
FY15
F
Y14
FY15
FY16
FY15
FY16
FY17
0.4
FY16
FY17
0.4
FY17
0.4
Y13F
Y14
F
FY15
F
Y14
FY15
FY16
FY15
FY16
FY17
FY16
FY17
FY17
100
100
80
m
£
’
m
£
’
80
60
60
40
40
20
20
0
0
100
Operating Profit*
100
100
80
100
80
79.4
72.9
67.2
79.4
72.9
67.2
72.9
80
60
67.2
72.9
60
67.2
40
m
£
’
m
£
’
’
80
60
67.2
m
£
60
67.2
40
m
£
’
87.8
85.3
79.4
87.8
85.3
79.4
87.8
85.3
87.8
87.8
85.3
87.8
72.9
85.3
79.4
85.3
79.4
72.9
40
20
40
20
20
0
FY13
0
FY13
20
0
FY13
FY14
0
FY13
FY14
FY13
FY14
FY15
FY14
FY15
FY16
FY15
FY16
FY17
FY16
FY17
FY17
FY13
FY14
FY15
FY14
FY15
FY16
FY15
FY16
FY17
FY16
FY17
FY17
120
80
m
£
’
m
£
’
80
40
40
0
0
2
2
1
1
0
0
m
£
’
m
£
’
m
£
’
m
£
’
120
80
80
40
40
0
At IPO
0
At IPO
135.8
135.8
135.8
123.8
123.8
123.8
103.6
103.6
123.8
123.8
123.8
135.8
135.8
135.8
103.6
120
80
103.6
103.6
103.6
80
40
40
0
At IPO
At IPO
At 31
January
0
2015
At IPO
At 31
January
2015
At 31
At 31
January
January
2015
2016
At 31
At 31
January
January
2015
2016
At 31
January
2015
At 31
January
2015
At 31
At 31
At
January
January
January
2016
2016
2017
At 31
At 31
At
January
January
January
2016
2016
2017
At
January
2017
At
January
2017
At
January
2017
At
January
2017
At IPO
2
2.00
2
2.00
Leverage Ratio
2
2.00
2.00
2
2.00
2.00
1
1
1.17
1.17
1
1
1.30
1.17
1.17
1.30
1.17
1.17
1.38
1.30
1.30
1.38
1.30
1.30
1.38
1.38
1.38
1.38
0
At IPO
0
At IPO
0
At IPO
At IPO
At 31
January
0
2015
At IPO
At 31
January
2015
At 31
At 31
January
January
2015
2016
At 31
At 31
January
January
2015
2016
At 31
January
2015
At 31
January
2015
At 31
At 31
January
January
2016
2017
At 31
At 31
January
January
2016
2017
At 31
January
2016
At 31
January
2016
At 31
January
2017
At 31
January
2017
At 31
January
2017
At 31
January
2017
At IPO
*Shown on an underlying basis
Dividends and capital structure
As stated at the time of the IPO, we expect to maintain a progressive dividend policy which reflects the Company’s
strong earnings potential and cash generative characteristics, while allowing us to retain sufficient capital to fund
ongoing operating requirements and invest in the Company’s long term growth plans.
For the year ended 31 January 2017, the Board is recommending an increase in the final ordinary dividend of 5.0%
to 6.3p per share (FY16: 6.0p), giving a total ordinary dividend for the year of 9.1p per share, an increase of 7.1%
(FY16: 8.5p) and dividend cover of 2.18 times underlying earnings per share.
The final dividend will, subject to shareholders’ approval at the Company’s Annual General Meeting on 25 May 2017,
be paid on 9 June to shareholders on the register on 5 May.
As previously announced, over the medium term the Board expects to maintain leverage broadly in the range of 1.0
to 2.0 times net debt to underlying historic LTM EBITDA. Whilst this leverage ratio will typically vary during the
financial year, the Board’s current intention is to maintain average leverage around the mid point of this range.
To the extent there is surplus cash within the business, the Board expects to return this to shareholders. The Board
will consider the most appropriate method of returning such surplus cash from time to time, taking into account,
amongst other things, views of shareholders and the liquidity of the shares.
In line with this strategy, a special dividend of 15.0 pence per share, equating to a return of £51.1m, was paid to
shareholders in November. The Board currently anticipates, subject to trading performance, to make a further
return of surplus cash to shareholders in line with our stated policy towards the end of the current financial year.
Darren Bryant
Chief Financial Officer
27 March 2017
2222
Card Factory plc Annual Report and Accounts 2017 Principal Risks and Uncertainties
Good risk management is an integral part of planning and achieving the Group’s strategic objectives. The Board
and the senior management team are collectively responsible for managing risks and uncertainties across the
Group. In determining the Group’s risk appetite and how risks are managed, the Board, Audit and Risk Committee
and the senior management team look to ensure an appropriate balance is achieved which enables the Group to
achieve its strategic and operational objectives and facilitates the long-term success of the Group.
The Group’s Audit and Risk Committee is responsible for reviewing the Group’s risk management framework and
ensuring that it enables the Committee and the Board to carry out a robust assessment of the principal risks facing
the Group, including those that would threaten its business model, future performance, solvency or liquidity.
The Board reviews the Group’s most significant risks at least twice a year, in addition to periodically challenging the
Executive Directors in relation to any specific concerns and as to what they consider to be the risks which would
‘keep them awake at night’. Further details of our risk management framework are set out in the Corporate
Governance Report on page 45.
The principal risks and uncertainties facing the Group are set out below, together with details of how these are
currently mitigated:
Risk Type
Description
Mitigation
Market
Since 2016
The Group continues to generate
almost all of its revenue from the
sale of greeting cards, dressings
and gifts. Although the Group has a
proven track record of understanding
the needs of our customers, trends
and tastes can change, often quite
quickly, and there is a risk that we
may not be able to effectively predict
and respond to changing consumer
demands and market trends which
could affect our sales, performance
and reputation.
Competition
Since 2016
Competition in the greeting card,
dressings and gifting sectors
continues to intensify particularly
during key seasons like Christmas.
Product choice and quality, store
location and design, inventory, price
and customer service remain key
to differentiating our offering. We
compete with a wide range of retailers
(including new entrants) and, as
the quality and range of products
we offer has grown, our competitor
group has widened. Significant
competitors include national retailers
who enjoy strong brand presence
recognition, financial resources and
purchasing economies of scale, any of
which could give them a competitive
advantage.
• Regular customer surveys and market research supported by
experienced marketing resource.
• Significant additional investment in and collaboration between our
•
in-house design and buying teams during the year.
Investment in our merchandising team to improve customer
shopping experience.
• Developing multiple sales channels, particularly online, to respond to
changing consumer demands.
• Strong focus on product innovation with designs continuously
refreshed through key trading seasons and new product ranges
being introduced.
• Detailed sales analysis guides design and purchasing decisions.
• Weekly trading meetings driving better ‘real time’ decision-making.
• Vertically integrated model helps the Group position itself to quickly
respond to changes in its markets.
• Sustained investment in the assets, systems and people supporting
our vertically integrated model which underpins our competitive
position.
In-house design and print operations help maintain and improve the
quality and value of our offering.
•
• Strong focus on innovation and product development helps refresh
and strengthen our proposition each year.
• All key elements of competitor activity, including new store openings
and market entrants, closely monitored with selective localised
strategies used to remain competitive.
• Rigorous store selection process to ensure our store opening
programme enables us to maintain our competitive position.
• Continuous review of individual store performance and customer
trends and behaviours supported by more targeted externally
facilitated customer research.
2323
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Principal Risks and Uncertainties continued
Risk Type
Description
Mitigation
• Rigorous protection of our intellectual property, and greater
guidance and education for our buying team when buying third
party product.
• Regular reviews of customer trends and competitor activity.
• Customer surveys address brand perception with specialist
marketing resource now supporting activity driven from these.
• Product innovation and closer collaboration between our design and
buying teams to ensure we’re giving customers the quality and value
they expect from Card Factory.
• Development of our dedicated quality control function that works
with our design, buying and print teams and third-party suppliers to
ensure product quality and safety.
• New CEO has provided further insight and experience in the
continued development of the Group’s strategy.
• We regularly monitor the implementation of, and performance
against, strategy both at Board and senior management team level.
• Business objectives, and how we prioritise and communicate these
are set in the context of our four pillar strategy.
• Continued investment in the senior management team to ensure the
Group has the capacity and capability to implement its strategy.
• Competitor analysis, customer research and sales data used to bring
focus to the development of our retail proposition.
• Maintained database of new store opportunities.
• Additional specialist resource recruited into the property team to
implement acquisition strategy.
• Further development of our appraisal process for new store
locations including store formats with the benefit of the additional
insight and experience of our new Property Director.
• Commercial analysis conducted on new stores to assess potential
sales and profitability taking into account the number of other Card
Factory and competitor stores in close proximity.
• Commercial developments monitored in the real estate market and
our strategy is adjusted where a change may adversely affect a
store’s potential profitability.
• Group’s operational capabilities support the current portfolio
expansion strategy in the UK.
• Strong relationships with key suppliers.
• Continuously developing and broadening supplier base providing
greater flexibility and reducing reliance on individual suppliers.
• Periodic inspections and third-party facilitated technical audits
of factories operated by major suppliers with clear actions where
weaknesses are identified.
• Sedex membership (‘the Supplier Ethics Data Exchange’) combined
with a programme of standalone ethical audits of key suppliers.
• Dedicated product quality control function which is responsible for
the testing and inspection of products.
• During 2015, both Sportswift Limited (which trades as ‘Card
Factory’) and Printcraft Limited, obtained Forest Stewardship
Council (‘FSC’) certification.
Our Brands
Since 2016
‘Card Factory’ and ‘Getting Personal’
are the Group’s key brand assets.
Protecting and enhancing them
underpins our reputation. If we
are unable to protect them or we
fail to sustain our appeal to our
customers, our reputation and our
sales and future prospects could be
jeopardized.
The Group’s four pillar strategy
has been developed with the aim
of achieving long-term value for
our shareholders. If the strategy
and vision for the business are not
properly developed, communicated
or delivered, the Group’s performance
could suffer. Strategy implementation
requires careful prioritisation of
resource to ensure a focus on those
initiatives from which the business will
benefit most.
The Group has an extensive store
network across a wide range of
locations and demographics but, in
line with our strategy, further profit
growth depends in part on us being
able to find good locations for new
stores. Managing the competition for
retail sites and achieving acceptable
commercial terms are key to our
strategy.
Supporting our growing
portfolio through our operational
infrastructure, financial systems and
managerial controls and procedures is
critical to the Group’s success.
Third-parties, including many in the
Far East, supply nearly all of our
non-card products, our handcrafted
greeting cards and certain raw
materials. If they fail to satisfy orders
it may affect the business or result
in us having to seek alternative
suppliers, who may not be able to
fulfil our needs. We are also exposed
to changes in supplier dynamics and
increases in raw material prices. Our
supplier profile means we are subject
to the risks of manufacturing and
importing of goods from overseas
including freight costs and duty,
as well as supply interruption and
reputational risk arising from supplier
labour practices.
Business
Strategy
Since 2016
Store
Portfolio
Expansion
Since 2016
Sourcing/
Supply
Chain
Since 2016
2424
Card Factory plc Annual Report and Accounts 2017 Risk Type
Description
Mitigation
Key
Personnel
Since 2016
The Group’s Four Pillar strategy
and long-term success depend on
our ability to: develop and manage
succession plans for the Group’s
senior management team; sustain
and develop our senior management
team and employees; and to build our
teams where this supports our growth
and ensures we have appropriate
capability and capacity to pursue our
strategic goals.
• On joining, Karen Hubbard, undertook an extensive tailored
induction and handover programme with support from the former
CEO, the CFO and the rest of the Board and senior management
team.
• Management development has been supported using external
agencies and, in some cases, one-to-one business mentors.
• Succession plans for the whole of the senior management team are
being developed and the succession of our CFO is being managed
by the Nomination Committee.
• The Group has recruited a new Human Resources Director who will
oversee the development of the Group’s wider people strategy.
• The Group’s Remuneration policy (set out in the Directors’
Remuneration Report on pages 53 to 71) is designed to incentivise
senior management and promote the long-term success of the
Group but will be reviewed in light of recent developments regarding
remuneration strategy.
• Delivery of the Group’s strategic objectives and business
performance are currently and will remain central to any
remuneration policy the Group adopts with remuneration structured
to align the interests of the senior management team and
shareholders.
Managing
Change
Since 2016
NEW
As the Group seeks both to increase
scale and improve efficiency, the
number of business initiatives it
wishes to undertake also increases.
This introduces a risk of management
overload and ‘business as usual’
activities could be compromised.
• A dedicated Programme Director has been recruited to manage
some of the important projects the Group is pursuing and to ensure
change is being managed alongside ‘business as usual’ priorities and
takes into account capacity within the relevant teams.
• Members of the Board have ‘buddied up’ with members of the senior
management team to provide additional mentoring and support.
• Specialist resource is supporting the Group’s marketing activities
and online development.
• The Group’s senior management team carefully prioritise projects
and initiatives to ensure they support delivery of the Group’s
strategy.
• Board receives regular updates and has the opportunity to challenge
the initiation or speed of progression of major projects.
Finance and
Treasury
Since 2016
Our funding arrangements and the
fact that we source the majority of
our non-card merchandise, as well
as handmade cards and certain
raw materials, from suppliers in
the Far East mean that a lack of
appropriate levels of covenant
headroom and/or cash resources in
the Group, or significant variations
in interest or exchange rates, could
have an impact on our operations and
performance. The CFO’s Review on
page 20 sets out in further detail the
risk to the Group of recent exchange
rate fluctuations after the UK’s
decision to leave the European Union.
• Current financing arrangements and Group cash generation continue
to provide the Group with appropriate financial support and cash
resources for the delivery of its strategy.
• Treasury management processes and policy in place to govern cash
management and manage exposure to foreign exchange and interest
rate fluctuations including those resulting from the Brexit decision.
• Foreign exchange and interest rate hedging contracts pre-approved
directly by the CFO and communicated to the Board monthly.
• Treasury strategy reviewed and approved annually by the Board
with periodic consultation between the CFO and the Chairman of the
Audit and Risk Committee.
• The Group’s programmes within its Business Efficiencies strategic
pillar have been reviewed to ensure opportunities for cost savings
are being robustly pursued.
• Further details of the Group’s financial position are described in
the CFO’s Review on pages 21 and 22 and the Group’s viability
statement is on page 77 of the Directors’ Report.
2525
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Principal Risks and Uncertainties continued
Risk Type
Description
Mitigation
• The Group’s crisis management arrangements continue to be
developed and have been reviewed by our internal audit services
provider Deloitte LLP with our Audit and Risk Committee providing
further guidance to the senior management team.
• Crisis management arrangements will be supplemented by periodic
scenario testing which will allow the Group’s arrangements to evolve
ensuring they meet the needs of the business.
• Stock held across multiple locations to mitigate the risk of a
catastrophic event at any one of our storage facilities.
• Group IT systems are subject to specific disaster recovery
arrangements.
• The Group also maintains appropriate business interruption
insurance cover.
• Policies and procedures are in place governing behaviours in all key
areas, some which address mandatory requirements and others
adopted voluntarily.
• Senior management team members manage compliance of the
Group’s key operational teams with escalation and disciplinary action
where needed.
• Group’s General Counsel and Company Secretary oversees
compliance with the support of external advisers. Senior management
team members liaise with him to ensure issues are identified and
managed.
Impact of new legislation on the Group is monitored with changes
implemented where required, eg Market Abuse Regulations.
•
Business
Continuity
Since 2016
Any major disruption to any of the
parts of our vertically integrated
business model, in particular to
our printing facility, Printcraft, our
distribution centre or our design
studio, could severely affect our
ability to supply our stores.
Disruption to any of these functions
could also force us to use third-party
providers which could be expensive
and on onerous terms.
The Group is subject to legislation
and regulations in areas including
corporate governance, the listing and
trading of our shares, employment
(including that relating to the
introduction of the new National
Living Wage), product quality,
trading, the environment, health and
safety, bribery and data protection.
Any failure to comply with these could
lead to penalties, fines, damages,
claims or reputational damage
which could impact the financial
performance of the business.
Compliance
Since 2016
Information
Technology
Since 2016
Reliable, resilient and efficient IT
systems, including those supporting
our retail operations (both physical
and online), our head office function
and our in-house design and printing
operations, are important to the
Group.
Failure to adequately develop and
maintain these or any prolonged
system performance problems or
cyber-attack could seriously affect
our ability to implement the Group’s
strategy and to carry on the business.
• Since their appointment, our internal audit services provider Deloitte
LLP, have largely focused their work on the Group’s use of technology
and the structure and resources supporting this.
• Detailed reviews of the Group’s point of sale technology systems and
the resilience of our IT systems, including their ability to withstand
cyber-threats, have been carried out by Deloitte with actions and
recommendations being monitored by the Audit and Risk Committee
including further investment in additional cyber-security measures.
• The Group has conducted a detailed review of its IT strategy and
governance.
• Further investment has been made in the systems supporting both the
Card Factory and Getting Personal trading websites.
• Key IT risks are documented and agreed service levels for recovery of
key business systems are in place.
Investment in the management team at Getting Personal.
•
• New team reviewing Card Factory online proposition and marketing
activity supporting this.
• Online focused team put in place within the Group’s design studio.
• Continued investment in offering via in-house web development team.
• Analysing various data (transactional, industry, competitor, etc) to
ensure we respond appropriately to changing customer tastes.
• Mobile sites have evolved to reflect evolution in consumer behaviour
to new channels.
Online
Since 2016
The Group’s online presence, via our
Getting Personal and Card Factory
transactional websites, remains a
relatively new and developing part
of the business but is one of our four
strategic pillars of growth.
Our websites operate in a very
competitive market with relatively low
barriers to entry. If they do not evolve
to account for changing customer
tastes and the different devices being
used by customers to make online
purchases, they may not deliver the
anticipated revenue growth. This
may also affect our reputation and
customer perception of our brands.
2626
Card Factory plc Annual Report and Accounts 2017 Corporate Social Responsibility Report
OUR AIMS
Card Factory is committed to providing products of
excellent quality and value to our customers – the
lifeblood of our business. In achieving this we recognise
and understand the importance of showing all of our
stakeholders how we take our corporate and social
responsibility (‘CSR') seriously.
Our aim is for CSR to be embedded within our culture; for
it to guide management and employee behaviour; and to
have clear responsibility and accountability both for our
CSR strategy and for the actions necessary to execute it.
We do not have a separate CSR function as it is
intrinsically important in every role. The Board has
overall responsibility for CSR and how we manage and
monitor performance.
Our CSR activity is focused on the following key topics:
customer and colleague experience in store and
enabling us to become more energy efficient;
• greater use of training videos for our store
colleagues, providing them with a more practical
guide to key operational requirements;
• a significant reduction in the time we take to respond
to customer complaints and a goal of reducing this to
72 hours during the course of 2017;
• re-launch of the Card Factory Facebook page
providing customers with another popular and
accessible channel through which to provide us with
feedback on our service and products; and
• further investment in the development of Card
Factory’s online proposition (www.cardfactory.co.uk)
ensuring it meets the needs of our customers in
terms of quality and value and is easier to navigate
and buy products.
• Customers
• Manufacturing and Sourcing
• Environment
• Health and Safety
• Employees
• Community
CUSTOMERS
Our business is built on providing great quality
products, service and value to our customers.
Key achievements during the year were:
• further investment in, and increased focus on,
customer insight through increased customer
research ensuring we continue to listen to our
customers and develop our service and proposition;
• a continued redesign of existing card ranges and
launch of new ranges, both everyday and seasonal,
supported by further investment in our design team
ensuring our customers continue to have a great
choice of good quality products that are great value;
• introduction of new non-card product ranges across
our store network, increasing customer choice,
refreshing and diversifying our range and reflecting
current trends;
• investment in new point of sale materials and fixtures
and fittings across our store network enabling us to
better showcase some of our new and existing
products and making better use of available space in
stores both of which improve the customer shopping
experience;
• reviewing the layout of our counter areas and our
queue management during our busiest trading periods
to ensure customers are served as quickly as possible;
• an acceleration in the roll out of our investment in
LED lighting across the store network, enhancing
The continued development of our products and
customer service, both of which contribute to our retail
proposition and customer experience, continue to
underpin our position as the UK's leading specialist
greeting card retailer – a position we intend to keep.
MANUFACTURING AND SOURCING
We are proud that the majority of cards sold in our
stores are designed and manufactured by us in the UK.
The balance of cards and other products are sourced
from a broad and growing supplier base throughout the
UK, Europe and the Far East, principally China.
Supplier auditing
We are continuing to develop our supplier factory
auditing programme to ensure it provides reasonable
assurance that we are trading with suppliers that
operate ethically, and who also produce good quality
safe products that comply with all relevant laws and
standards. We carry out audits using third-party
specialists to ensure consistency in assessment.
Currently we are aiming to ensure that all current
suppliers outside the EU, with whom our purchases
exceed £50,000 pa, have received separate ethical and
technical audits commissioned by us by the end of 2017.
The ethical audits we commission use criteria, SA8000,
which is an auditable certification standard developed
by Social Accountability International. It encourages
organisations to develop, maintain, and apply socially
satisfactory practices in the supply chain. The SA8000
standard is the most recognised social certification
standard for factories and organisations worldwide. The
audit scope includes: child labour, forced labour and
disciplinary practices, health and safety, discrimination,
freedom of association, collective bargaining, working
hours, remuneration and the environment.
2727
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Corporate Social Responsibility Report continued
Ethical audit results are categorised as either
‘Satisfactory’, ‘Needs Improvement’ or ‘Needs Major
Improvement’. If an audit indicates a supplier ‘Needs
Major Improvement’ we will seek to ensure that an
appropriate corrective action plan is put in place by the
supplier and that the relevant member of the purchasing
team is informed so that no further orders are placed
with that supplier until a re-audit has been carried out
and an acceptable result has been achieved.
In exceptional circumstances where an unsatisfactory
audit result occurs and the supplier concerned has an
order in progress, the matter is brought to the attention
of a senior member of the supply chain team so we can
decide how to proceed. In certain instances this has
resulted in financial loss where an order is cancelled or
refused on the results of such an audit to ensure we
maintain integrity over our supply chain.
By the end of 2017, our aim is to have ethical audits in place
for suppliers representing more than 90% of the total value
of goods we currently purchase from outside the EU. We
have consciously set ourselves this challenging target to
demonstrate our commitment in this area.
The technical audits we commission focus on a
supplier’s ability to produce the quantity of goods we
require safely, in accordance with our specifications and
all relevant standards including those relating to
labelling. Technical audit results are expressed as a
percentage and, if the result is 95% or lower, a
corrective action plan is sought for the non-compliances
found in the audit and a suitable timeframe is agreed
with the supplier and monitored. If the original audit
result is less than 70%, a re-audit is arranged after
evidence of corrective actions has been received. If we
are not satisfied with the results of the re-audit we will
not make any further orders with that supplier until the
issues are rectified.
team during the year gives us capacity to support greater
scrutiny of supplier practices.
Paper-based products
In our UK manufacturing operations, appropriate due
diligence is undertaken to ensure, so far as practicable,
that we comply with the EU Timber Regulations (‘EUTR').
We have also continued to develop the level of controls
over paper-based materials within our products, sourced
from the Far East, to replicate the level of due diligence we
undertake within our own manufacturing facilities with
those of third-party suppliers.
During 2015, both our main trading subsidiary,
Sportswift Limited (which trades as ‘Card Factory’), and
our UK manufacturing operation, Printcraft Limited,
obtained FSC certification. This has and will continue to
assist in providing a more robust and simplified supply
chain over which to comply, so far as practicable, with
EUTR and demonstrating the transparency we have
over our sourcing of paper-based materials from
sustainable sources.
We are committed to working with our key third-party
suppliers to ensure that products on sale in our stores
are manufactured using FSC certified material. Our
long-term goal is that, so far as possible, all paper-based
and wood-based products sold in our stores are
produced using FSC certified material by 2020, actively
developing and promoting a policy to maximise the use
of wood fibres from forestry operations certified by the
FSC within our supply chain.
In our day-to-day operations we also seek to ensure that
all paper and paper board materials classified as waste
are separated and recycled and this is supported by our
waste management services provider who only use
landfill as a final resort once all other disposal methods
have been exhausted.
We also ask all our suppliers to sign our supplier
compliance manual before trading commences, and we
have continued to strengthen our quality assurance and
inspection operations, utilising third-party partners in
the Far East to complement our own team with the
medium term goal of having a colleague dedicated to
inspecting products at source prior to shipment.
ENVIRONMENT
We recognise our operations impact the environment
and the policies we adopt are important to our business
and its stakeholders. Our objective is to reduce our
impact on the environment, from material sourcing to
customer use and disposal, across the following key
topics:
We have been a member of Sedex, a large and
recognised membership organisation which shares
ethical trade data with members, since 2013 and we
actively encourage our current or prospective suppliers
to join this organisation, if not already members.
Waste recycling
We recognise the impact waste generated from our
activities has on the communities we operate in. We
proactively look to reduce the level of waste generated
and maximise the proportion of waste that is recycled.
The audits we commission and the information provided
through our Sedex membership help us to monitor human
rights issues through our supply chain and we support this
with periodic visits to the factories of key suppliers by our
sourcing team. The continued investment in our sourcing
We continue to educate our teams to maximise the level
of waste that can be recycled and minimise the number
of collections required to reduce the associated carbon
footprint of waste collection and movement and to
minimise store waste sent to landfill.
2828
Card Factory plc Annual Report and Accounts 2017 All of our store locations have the facility to recycle
paper, cardboard and plastic-based materials (which
constitute a very large proportion of store waste) either
through the use of dry mixed recycling containers (in
which 95% of waste deposited must be recyclable) or
waste containers which allow more specific separation
of materials (with the latter mainly being in shopping
centres with centrally managed facilities).
Our distribution centres in Wakefield also operate a
recycling programme to ensure all plastic and cardboard
materials are bailed on site and removed for recycling.
Packaging
We use a third-party consultancy to ensure we meet the
requirements of the UK Packaging Waste Regulations
and purchase the appropriate level of packaging
recovery notes.
The majority of the products we sell are designed
in-house which affords us the opportunity to reduce
packaging waste for both products and transit
packaging. We continually seek to improve this, and
this also helps us to reduce container and road
transport costs.
Energy
Electricity is the main form of energy we consume and
we analyse consumption across our entire estate,
including our distribution centres, our manufacturing
facility and our stores. Where possible, we look for
opportunities to reduce our consumption and reduce
wastage by introducing new procedures or making use
of available technology. As we have previously
reported, this work was supplemented by an energy
audit carried out under ESOS (see below).
Operationally, we have continued to focus on:
Installation of smart meters
During the year we have continued to install smart
meters into our existing and new stores to allow us to
measure electricity usage on a half-hourly basis and we
are aiming to have these in place across all of our stores
within the next 12 months. Smart meters enable us to
reduce electricity usage by:
• tackling behaviour in stores, for example, monitoring
unnecessary use of air conditioning and heating or
when lights are left on in stores after they have closed;
• identifying areas which use electricity within stores
and producing plans to target areas of excess usage.
For example, there may be legacy equipment we
inherit when we open a store that is not fit for our
purposes or which is located in parts of a store that
no longer need it; and
• performing electrical audits to assess heavy
consumption stores and consider where savings can
be made, with close attention to lighting and heating
installations in the back-of-house areas.
Installation of LED lighting
During the year, we have accelerated our investment in
the installation of energy-efficient LED lighting across our
store estate with another 250 (FY16: 70) of our pre-
existing stores being retro-fitted and all of the 54 new
stores (which includes 3 relocations) we have opened
being fitted with LED lighting (FY16: 64). In the existing
stores, for which we have comparative data, we have
reduced our daily electricity usage by an average of 50%.
In addition to its cost efficiency, the LED lighting
enhances both the customer experience and working
conditions for store colleagues given the nature of the
lighting and the fact that it emits less heat.
Fuel efficiency
We invest to improve fuel efficiency and reduce the
number of miles travelled as part of our commitment to
reducing energy consumption.
We operate a fleet of company cars and vans in which we
aim to include, as far as practicable, more fuel-efficient
vehicles and for which we monitor fuel consumption.
With our third-party distribution partners, we have
actively taken steps to reduce miles travelled for store
deliveries from our national distribution centre in
Wakefield. By working in partnership with our carriers
and making changes to our business processes, we are
now sorting a large proportion of our deliveries
destined for the northern parts of the United Kingdom
and Scotland so that they are processed through
northern distribution hubs.
ESOS
In 2015/16, with the support of our energy consultants,
we carried out our first audit under The Energy Savings
Opportunity Scheme (ESOS). This new mandatory
requirement was introduced through EU legislation.
During the year, we have reviewed the findings of the
audit and are beginning to implement some of the
recommendations for energy efficiency savings. This
will supplement the measures we already take to assess
and reduce energy consumption.
Greenhouse Gas (‘GHG’) emissions
Greenhouse Gas Statement for the Group
GHG emissions for the Group for the year ended
31 January 2017, in tonnes of carbon dioxide equivalent
(‘tCO2e’), were:
Source
Fuel combustion (stationary)
Fuel combustion (mobile)
Fugitive emissions (F-gas)
Purchased electricity
TOTAL
tCO2e
%
1,273
109 0.6%
6.5%
61 0.3%
18,161 92.6%
19,604
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Corporate Social Responsibility Report continued
Annual comparison and emissions intensity
tCO2e
Total emissions
Emissions intensity*
2016-17
2015-16
Reduction
19,604 22,997
60.3
49.2
14.8%
18.4%
*expressed in tCO2e per £m turnover
Methodology and emission factors
These emissions were calculated using the methodology
set out in the updated greenhouse gas reporting
guidance, Environmental Reporting Guidelines (ref. PB
13944), issued by the Department for Environment
Food and Rural Affairs in June 2013. Further details of
the methodology applied in calculating these emissions
can be found on Card Factory’s investor website
(www.cardfactoryinvestors.com).
HEALTH AND SAFETY
The health and safety of all our employees, customers,
contractors, visitors and members of the public is of
paramount importance to the Group.
All employees are responsible for ensuring that stores
and other working environments are safe and operated
without significant risk. Health and safety is
incorporated into our day-to-day practices, including
colleague induction, and we support and reinforce this
through training programmes which help to mitigate
health and safety risks.
Whilst the Board has ultimate responsibility for health
and safety, it is managed on a day-to-day basis by our
compliance and safety team, who liaise with line
managers in all parts of the business to ensure
compliance with our policies and that all colleagues
receive appropriate training, tailored to support their
specific roles.
Compliance and safety meetings are held regularly
throughout the year and are attended by representatives
from key operational teams with appropriate escalation
to the senior management team where material issues or
risks arise. The overriding objective of the decisions
taken at these meetings is to make our stores and
workplaces safe places for customers, employees and
visitors alike.
The compliance and safety team also analyses trends
and takes a pro-active approach to managing health
and safety practices.
Additionally, our activities during the year have sought
to develop how we collaborate and communicate across
the Group in addressing health and safety matters and
to streamline processes and procedures.
Key activities during the year included:
• employee engagement – colleagues across the
business were given the opportunity to have their say
on health and safety matters as part of the wider
employee engagement survey undertaken across
the Group. The compliance and safety team will be
involved in rolling out any specific initiatives that
will improve how we operate, particularly in our
retail stores;
• loss prevention – following the restructuring of and
investment in our loss prevention team, they have
worked closely with the compliance and safety team to
establish certain procedural safeguards within their
programme of activities that ensure the safety and
security of the loss prevention team in carrying out its
activities; and
• retail risk assessments – the risk assessment process
has been simplified in stores to improve efficiency,
whilst maintaining legal compliance. Roll out has
begun to the whole store estate and positive
feedback has been received from all to date.
The Board periodically receives reports on health and
safety matters throughout the Group including details
of any material incidents and remedial actions.
EMPLOYEES
Our colleagues across the Group are critical to Card
Factory’s ability to deliver the great products and
customer service which underpin our success. We
employ more than 7,000 permanent colleagues. During
the Christmas trading period, colleague numbers
increased to more than 13,000 across the Group, taking
into account temporary seasonal workers.
The focus during the last year has been an investment in
a Group-wide employee engagement survey to
understand how our colleagues feel about the business
and, in particular, what they think we do well and the
areas in which they think we need to develop. This
exercise, which was supported by Best Companies, has
provided valuable insight which we are using to develop
a programme of activities aimed at ensuring our
colleagues continue to feel valued and engaged as the
business grows. Our recently appointed Group Human
Resources Director is leading this programme and we
will report on it in more detail in next year’s
Annual Report.
Other key activities during the last year have been:
• the introduction of a long service recognition award
scheme for employees with 5, 10 and 15 years’ service;
• the launch of another offering under the Group’s
‘save as you earn’ (‘SAYE') share scheme enabling
eligible employees to save to buy shares in the
Company at a discounted rate;
3030
Card Factory plc Annual Report and Accounts 2017
• the continued roll out of our new learning
management system (‘SPARK') across the Group,
which supports employee development and training
and allows us to monitor our learning culture; and
• further development for our senior retail managers in
employee relations.
We are an equal opportunities employer with a diverse
workforce; our policy is to recruit, develop, promote,
support and retain skilled and motivated people
regardless of disability, race, religion or belief, sex,
sexual orientation, gender identification, marital status
or age.
At the end of the financial period the percentage
breakdown of male and female employees across the
Group was as follows:
Board
Senior management team
All employees
% Male
% Female
FY17
FY16
FY17
FY16
67
75
20
83
89
20
33
25
80
17
11
80
We regularly communicate with our employees in a
variety of ways including:
• our employee engagement survey and employee
focus groups, which are both new developments
introduced during the last year and included sessions
conducted by our CEO as part of her induction
programme;
• ‘Tell Karen’, which we launched towards the end of
the financial year, gives colleagues the chance to
share directly with the CEO, their thoughts on how
we can grow the business and provide our customers
great service;
• a quarterly letter from our CEO to all colleagues;
• weekly retail news bulletins, providing operational
instructions to all of our stores;
• an online message board communicating key
operational messages to all stores via our intranet;
• regular meetings with regional and area managers
ahead of key trading periods who then share key
messages with store colleagues;
• store manager visits to head office to discuss and
review Card Factory’s retail proposition;
• Card FACTually, a periodic newsletter which contains
a message from the CEO and takes a more light-
hearted look at the business and includes details of
the community and charity events we are involved in;
• Board and senior management team members
regularly visiting stores to assess the retail
proposition and get feedback from employees and
customers, particularly during key trading periods;
and
• visits to our Mock Shop, a representative Card
Factory store at our head office which reflects the
layout of a typical Card Factory store as it progresses
through each trading season. This provides a visual
representation of what we aim to achieve in our
stores and also gives employees the opportunity to
provide feedback on our retail proposition.
COMMUNITY
We recognise the importance of being responsible
members of the communities in which we work. We
look to support charitable causes that can benefit from
our growth.
Card Factory is proud to have been supporting
Macmillan Cancer Support since 2006. Employees and
customers at Card Factory take part in multiple
fundraising events, ranging from loose change
donations to the annual National Bear Raffle in our
stores, as well as the sale of Macmillan Christmas cards.
For a number of years, a group of employees from
across our business have also competed in the Great
North Run attracting sponsorship from colleagues,
friends and relatives.
During the year the total amount we have raised for
Macmillan passed £4 million which is an incredible
achievement and one of which all our colleagues should
be proud. We intend to continue this very successful
partnership with Macmillan, whose valuable work helps
to ensure that no one faces cancer alone.
In addition to the money we raise for Macmillan, we
have also donated considerable sums to the British
Heart Foundation, Alzheimer’s Society, and the NSPCC.
These three charities were chosen by our colleagues to
benefit from the sale of plastic carrier bags in England,
following the introduction of the 5p carrier bag charge
in October 2015. We intend to continue donating these
sums to charitable causes.
31
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Card Factory is proud to
have been supporting
Macmillan Cancer Support
since 2006.
3232
Card Factory plc Annual Report and Accounts 2017 We have raised over
£4 MILLION!
*
An incredible partnership!
“Macmillan Cancer Support thanks the staff and
customers of Card Factory for their incredible
fundraising activities which continue to help us ensure
that no one faces cancer alone.”
Sharon Cottam - Partnership Manger, Macmillan Cancer Support
* Total raised to date: £4,600,052.
33
Card Factory plc Annual Report and Accounts 2017 Directors and Officers
Geoff Cooper
Non-Executive Chairman
Geoff joined the Board and became Chairman of the Group in April 2014. Geoff has
over 20 years’ experience of serving on boards of UK public companies, in particular
as Chief Executive of Travis Perkins plc from March 2005 until December 2013 and
as a Director and Non-Executive Chairman of Dunelm Group plc between 2004 and
2015. Geoff is also a Director and Non-Executive Chairman of AO World plc, Bourne
Leisure and an adviser to Charterhouse Capital Partners LLP. He is a chartered
management accountant and had a career in management consultancy before
joining Gateway (subsequently Somerfield plc) as Finance Director in 1990. In 1994,
he became Finance Director of UniChem plc, subsequently Alliance UniChem plc
(which later became part of Alliance Boots plc), where he was appointed Deputy
Chief Executive in 2001.
Other current commitments: Non-Executive Chairman of AO World plc and Bourne
Leisure Holdings Ltd. Adviser to Charterhouse Capital Partners LLP.
Karen Hubbard
Chief Executive Officer
Karen was appointed to the Board of Card Factory plc with effect from
22 February 2016 and succeeded Richard Hayes as Chief Executive Officer of the
Group in April 2016. Before joining the Group, Karen served as Chief Operating
Officer of B&M European Value Retail S.A., the fast growing multi-price value
retailer, where she was responsible for retail operations, distribution and logistics,
supply chain, IT, HR, marketing and store development. From 2009 to 2014, she
held a number of senior roles at ASDA, latterly Executive Director Property,
Format Development and Multi-Channel. Karen previously spent 14 years in BP’s
retail operations, initially in Australia before moving to the UK in 2004 where she
became UK Convenience Retail Director, responsible for BP’s own retail estate
across all formats including Connect/Simply Food, Motorway, Express and the
franchise channel.
Other current commitments: None.
Darren Bryant
Chief Financial Officer
Darren was appointed Group Finance Director in June 2009 (subsequently
renamed Chief Financial Officer in 2010) having previously been a Partner at PwC
LLP. He was appointed to the Board of Card Factory plc on 30 April 2014. Darren
spent over 17 years at PwC, principally in the London Corporate Finance division,
where he advised on a wide range of private company, private equity and public
company transactions. He also spent two years on secondment at The Panel on
Takeovers & Mergers in the late 1990s where he regulated a large number of
public company transactions. Darren is a Fellow of the Institute of Chartered
Accountants in England and Wales and holds a First Class MEng degree in
Electrical & Electronic Engineering with Business Studies from Imperial
College, London University. As previously announced, Darren has informed the
Board of his intention to retire from his position following the appointment of his
successor and an appropriate handover period.
Other current commitments: None.
34
Card Factory plc Annual Report and Accounts 2017 Octavia Morley
Senior Independent Non-Executive Director
Octavia joined the Board as Senior Independent Non-Executive Director in April
2014. Octavia has ten years’ experience of serving on boards of UK public
companies. She served on the board of John Menzies plc as a Non-Executive
Director between 2006 and 2015. Octavia was previously the Chief Executive of
Oka Direct Limited and the Managing Director of Crew Clothing Co. Limited. She
also served as Chief Executive Officer, and latterly as Chairman of LighterLife UK
Limited until December 2009, has held positions as Commercial Director of
Woolworths plc between 2003 and 2005 and as Managing Director of
e-commerce at Asda Stores Limited and Buying and Merchandising Director at
Laura Ashley plc.
Other current commitments: Non-Executive Director of Ascensos Limited.
David Stead
Independent Non-Executive Director
David Stead joined the Board as an Independent Non-Executive Director in April
2014. He is an experienced Director of companies in the UK retail sector. David
was Chief Financial Officer of Dunelm Group plc from September 2003 until his
retirement from that role at the end of 2015. David is also the Senior Independent
Non-Executive Director of Joules Group plc. Prior to his role at Dunelm, David
served as Finance Director for Boots The Chemists and Boots Healthcare
International between 1991 and 2003. David is a chartered accountant, having
spent the early part of his career with KPMG.
Other current commitments: Senior Independent Non-Executive Director of Joules
Group plc and Honorary Member of Council, University of Birmingham.
Paul McCrudden
Independent Non-Executive Director
Paul joined the Board as an Independent Non-Executive Director in December
2014. Paul is currently Global Head of Live Marketing at Twitter and prior to that
was Head of Social Media at advertising agency AMV BBDO. In his earlier career
Paul was Account Director at Imagination (a creative brand agency) and a
Consultant in New Technologies at Accenture. Paul also served as Chairman of the
board of trustees at Hoipolloi, a film and theatre production company funded by
the Arts Council England.
Other current commitments: Global Head of Live Marketing at Twitter.
35
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Directors and Officers continued
Shiv Sibal
Company Secretary and General Counsel
Shiv joined the Company as General Counsel and Company Secretary in May 2014.
Shiv is an experienced corporate finance lawyer with more than 15 years’ experience
in the legal sector. Prior to joining the Company, Shiv was a corporate partner with
national law firm Bond Dickinson LLP focused on supporting public companies with
IPOs, equity fundraisings, mergers and acquisitions, governance and their
continuing regulatory obligations. Prior to joining, Shiv also spent more than eight
years working for international law firm Pinsent Masons LLP in their corporate team.
Other current commitments: None
Richard Hayes, was Chief Executive Officer (until 25 April 2016) and an Executive Director of Card Factory plc
during the financial period up until 30 June 2016.
Board committees
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
David Stead (Chairman)
Octavia Morley (Chairman)
Geoff Cooper (Chairman)
Octavia Morley
Paul McCrudden
Geoff Cooper
David Stead
Paul McCrudden
Octavia Morley
David Stead
Paul McCrudden
36
Card Factory plc Annual Report and Accounts 2017 Chairman’s Letter – Corporate Governance
Geoff Cooper
Chairman
The membership and roles of each of the Board
Committees are detailed in separate sections of this
report together with the individual reports on their
activities during the year.
At our Annual General Meeting (‘AGM’) this year, all of
our Directors will be seeking reappointment.
I look forward to welcoming shareholders at the
Company’s AGM in May.
Yours sincerely
Geoff Cooper
Chairman
27 March 2017
Dear Shareholder
Our activities during the year have been focused on
supporting the senior management team under the
leadership of our new CEO, Karen Hubbard, in
continuing to develop and evolve the Group’s
established four pillar growth strategy in an increasingly
challenging retail environment.
Whilst this strategy has driven the Group’s success to
date, the Board recognises the importance of
measuring the continuing validity of our strategy as
economic conditions change, for example, assessing the
potential impact of the government’s decision to
interpret the referendum result as a clear mandate to
leave the European Union on the Group’s operations.
As the business continues to grow following its IPO, the
Board remains committed to high standards of
governance and continuous improvement in these
arrangements. We believe that this can be
demonstrated by pragmatically applying corporate
governance principles and guidelines in a way that
enhances or protects the value of the business.
New challenges continue to arise in guidelines and
practice, for example on executive remuneration,
viability statements, quarterly reporting, share dealing
regulations and diversity. The FRC has also recently
announced a comprehensive review of the Corporate
Governance Code that will potentially shift the
governance landscape yet again. The Board remains
confident that its approach to compliance, focusing on
delivering real business benefit, will continue to serve
the Company well as we respond to these challenges.
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Corporate Governance Report
LEADERSHIP AND APPROACH
The Board is committed to the highest standards of
corporate governance. The Board understands the
importance of its leadership on governance in setting
the culture and values instilled in the business, and in
achievement of long-term strategic goals whilst
successfully managing risks for our shareholders.
We believe that good governance is demonstrated by
applying corporate governance principles and
guidelines in a way that enhances or protects the value
of the business. This ensures a pragmatic governance
culture sits alongside the entrepreneurial spirit which
has enabled Card Factory to develop into the business
it is today.
KEY GOVERNANCE ACTIVITIES
Key activities during the year were:
• managing and supporting the induction of our Chief
Executive Officer, Karen Hubbard, who formally
succeeded Richard Hayes in April 2016;
• in light of Karen’s appointment, enabling further
reflection on and refinement of the Group’s strategy
and agreeing clear actions for development over the
short to medium term. This included capturing
Richard Hayes’ reflections on his time with the
business prior to his retirement in June;
• through the Nomination Committee, further
developing succession plans for the wider
management team;
• supporting the management team with their
development of the Group’s mission, vision and
values which will support the Group’s future
development and growth;
• carrying out our second internal Board evaluation
which included a review of our progress against the
objectives the Board set itself during its first Board
evaluation in January 2016;
• reviewing the objectives and performance of the
business in each of the four pillars of its growth
strategy;
• a review of the Group’s foreign exchange strategy in
light of the UK’s decision to leave the European Union;
• continually reviewing the matters being considered
by the Board during the year as well as planning the
Board’s agenda for the year ahead;
• a full review of the Group’s share dealing codes and
practices in light of the introduction of the Market
Abuse Regulations;
• inviting external speakers from a range of
backgrounds to Board meetings to share their
business insights, experience and also their views on
the prevailing macroeconomic environment and its
impact on retailers; and
3838
• hosting our first Corporate Governance presentation
for investors reflecting upon our journey so far as a
listed company.
CODE COMPLIANCE
Save as set out in the paragraphs below, the Board has
complied with and intends to continue to comply with
the requirements of the UK Corporate Governance
Code published in September 2014 by the Financial
Reporting Council (‘the UK Corporate Governance
Code’ or ‘the Code’) a copy of which can be obtained
from www.frc.org.uk. The Company will report to its
shareholders on its compliance with the UK Corporate
Governance Code in accordance with the Listing
Rules (‘LRs’).
ROLE OF THE BOARD
The strategy for the growth of the business is
determined by the Board in a manner that both
facilitates the development and growth of the Group
over the long term in the interests of its shareholders,
and recognises the importance of our duties to
colleagues, customers, the community in which we
operate and the interests of our other stakeholders all
of which have been central to the development of the
business and its culture to date.
In addition to setting strategy, the Board takes overall
responsibility for measuring the Group’s progress
towards this and ensures that the exercise of its control
and decision-making powers are aligned with its
strategic direction.
BOARD COMPOSITION, BALANCE
AND INDEPENDENCE
The Board currently comprises six members.
The Code recommends that at least half the board of
directors of a UK listed company, excluding the
Chairman, should comprise Non-Executive Directors
determined by the Board to be independent in
character and judgement and free from relationships or
circumstances which may affect, or could appear to
affect, the director’s judgement.
In the period between Karen Hubbard’s appointment to
the Board, as Chief Executive Officer Designate, on
22 February 2016 and Richard Hayes retirement from
the Board and the Group at the end of June 2016, the
constitution of the Company’s Board did not technically
comply with this recommendation as the Board
consisted of the Non-Executive Chairman, three
Independent Non-Executive Directors and three
Executive Directors. This non-compliance was only
temporary and to allow for an orderly handover to
Karen Hubbard following her appointment.
Card Factory plc Annual Report and Accounts 2017
The Board considers all of the current Non-Executive
Directors as independent Non-Executive Directors
(within the meaning of the Code) and free from any
business or other relationships that are likely to interfere
with the exercise of their independent judgement.
Although the Board remains small relative to some
other similar premium listed companies, the preference
is for it to remain this way to ensure it continues to be
an effective and efficient decision-making body that
supports the Group’s growth. This is kept under review
to ensure the Board has the appropriate balance of
skills and experience to support its exercise of its duties.
Additionally, the Board is mindful of ensuring that
succession planning extends to the Board itself and is
currently considering this.
Senior Independent Director – Octavia Morley
The Code recommends that the board of directors of a
company with a premium listing should appoint one of
the Non-Executive Directors as a Senior Independent
Director to provide a sounding board for the Chairman
and to serve as an intermediary for the other Directors
when necessary. The Senior Independent Director
should be available to shareholders if they have
concerns, which contact through the normal channels
of the Chief Executive Officer has failed to resolve, or
for which such contact is inappropriate. Octavia Morley
has been appointed as the Senior Independent Director
of the Company and has considerable experience of
acting as an Independent Non-Executive Director
having been an Independent Non-Executive Director of
John Menzies plc between 2006 and 2015.
BOARD RESPONSIBILITY
The Company has a clear division of responsibilities
between the Non-Executive Chairman and the Chief
Executive Officer. In general terms, the Non-Executive
Chairman is responsible for running the Board and the
Chief Executive is responsible for running the Group’s
business on a day-to-day basis.
This clear division of responsibilities, when taken
together with the schedule of matters which the Board
has reserved for its own consideration, ensures that no
one person has unlimited and unchecked power to
make decisions that may have a material impact on the
Group as a whole. A copy of the matters reserved for
the Board is available on Card Factory’s investor
website (www.cardfactoryinvestors.com) and, on
request, from the Company Secretary.
Chairman – Geoff Cooper
The Code recommends that, on appointment, the
chairman of a company with a premium listing on the
Official List should meet the independence criteria set
out in the Code.
On appointment, the Board considered Geoff Cooper to
be independent but his appointment is subject to the
terms of a letter of appointment dated 30 April 2014
under which, as part of his remuneration, Geoff was
given the option to invest £330,000 in the Company by
means of an acquisition of ordinary shares as part of, or
alongside, the offer of shares conducted in conjunction
with the Company’s IPO at the offer price of 225p per
share (‘the Offer Price’). Geoff took up this offer at the
time of the IPO and agreed to acquire 146,666 ordinary
shares. This entitled him, on the second anniversary of
the completion of the IPO, to make a further investment
of £330,000 in the Company by purchasing a further
146,666 ordinary shares at the Offer Price. Geoff
exercised this option on 24 May 2016 and is now
entitled, subject to his remaining as Chairman of the
Company, on the third anniversary of the IPO, to make
one further investment of £330,000 in the Company by
purchasing a further 146,666 ordinary shares at the
Offer Price.
Notwithstanding Geoff Cooper’s share options and his
role as an adviser to Charterhouse, the Board
considered Geoff to be independent on appointment.
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Corporate Governance Report continued
BOARD ATTENDANCE
During the year, the Board held eight scheduled meetings and various Board Committee meetings were also held
with attendance as follows:
Director
Role
Geoff Cooper
Octavia Morley
David Stead
Non-Executive Chairman and Chair of
Nomination Committee
Senior Independent Director and Chair of
Remuneration Committee
Independent Non-Executive Director and
Chair of Audit and Risk Committee
Paul McCrudden
Independent Non-Executive Director
Richard Hayes*
Executive Director
Karen Hubbard
Chief Executive Officer
Darren Bryant
Chief Financial Officer
* Richard Hayes retired from the Board on 30 June 2016.
Board Meetings
(8 meetings)
Remuneration
Committee
(3 meetings)
Audit and Risk
Committee
(4 meetings)
Nomination
Committee
(2 meetings)
8
8
8
8
3
8
8
3
3
3
3
–
–
–
–
4
4
4
–
–
–
2
2
2
2
–
–
–
BOARD ACTIVITIES AND EFFECTIVENESS
Board meetings are structured to ensure they focus on key strategic and operational matters that are affecting the
business and examples of those matters considered by the Board during the year are set out below. Additionally,
the Board considers any decisions that are within the matters reserved for the Board.
The Board had in place a schedule of matters that were discussed during the year and a similar schedule is in place
detailing matters for discussion at Board meetings in the current financial year.
As part of its normal planning, the Board puts these schedules in place in advance of each financial year and they
include regular reports from the Chief Executive Officer and the Chief Financial Officer on the operational and
financial performance of the Group together with regular feedback from the Non-Executive Chairman and the
Non-Executive Directors on their engagement with the business. They also include a rolling agenda of other key
strategic, operational, governance and risk topics, as well as periodic presentations from senior management team
members which ensure that the Group’s Non-Executive Directors remain informed of key developments within the
Group. This is regularly updated to ensure the Board is responsive to the strategic and operational issues affecting
the business.
The key topics discussed by the Board during the year were:
Strategy
Performance
Governance
Annual results
Interim results
Sales analysis including key seasons
Competitor activity review
Review of store rollout programme
Group IT projects update
Card Factory website review
Getting Personal review
Group crisis plan
Treasury policy
Governance and legal updates
New and retiring CEO reflections
Principal risks review
Investor relations updates
Board and Committee planner
Human Resources
Health and safety
Board evaluation
Market Abuse Regulations
Group strategy overview
Mission, vision and values
Group IT strategy development
Property strategy
Product development initiatives
Foreign exchange strategy
Supply chain and logistics
Design studio review
Group’s capital structure
Online marketing strategy
Business efficiencies – inventory
Republic of Ireland
SAYE 2017 grant
Review of EPOS
National living wage
40
Card Factory plc Annual Report and Accounts 2017 All Directors receive papers in advance of Board
meetings including regular reports from the senior
management team covering the parts of the business
they are responsible for and which monitor achievement
against the Group’s key performance indicators, both
financial and strategic.
To aid efficient decision-making, a standard summary
report has been developed for material matters
requiring Board approval that includes management’s
clear recommendation on the matters being addressed.
The Board measures the time spent on strategy,
governance and performance at each meeting. Over the
year, the majority of our time was spent on strategy,
followed by performance and governance, which the
Board considers to be appropriate.
Minutes of all Board and Committee meetings are taken
by the Company Secretary and circulated for approval.
The minutes record actions, decisions and deadlines
arising out of the topics discussed and a rolling list of
key actions accompanies the minutes for each Board
meeting. This enables the Board to monitor the
progress with each action by those responsible on a
regular basis. In addition, the Company Secretary
monitors progress with less material actions and
regularly reports to the Board.
External speakers
During the year, the Board also invited several external
speakers to attend our Board meetings as lunch guests.
These sessions, whilst relatively informal, allowed the
Board to benefit from the business insights and
experience of our guests as well as their views on the
prevailing macroeconomic environment and its impact
on retailers. The Board intends to continue with this
programme of speakers during the coming year.
Board strategy day
For its Board meeting in July 2016, the Board held a
strategy discussion at which it reviewed each element
of the Group’s four growth pillars. This provided our
newly appointed CEO, Karen Hubbard, an opportunity
to share her insights into the strategy and to bring her
considerable retail experience to the discussion. The
actions arising from this meeting have been built into
management’s programme of activities with the Board
having the opportunity to review progress at
appropriate times throughout the year.
INVESTOR RELATIONS
The Board recognises the importance of explaining
financial results and key strategic and operational
developments in the business to the Company’s
shareholders, and of understanding any shareholder
concerns. The Board regularly communicates and meets
with shareholders and analysts and the Board will
continue to adopt this approach.
The Chief Executive Officer and Chief Financial Officer
have overall responsibility for investor relations. They
are currently supported by the Company’s retained
financial PR advisers, MHP Communications, and its
corporate brokers, UBS, who help organise
presentations and visits to the Group’s operations and
stores for analysts and shareholders.
The formal reporting of the Group’s full and half-yearly
results has been and will continue to be a combination
of presentations, group calls and meetings and one-to-
one meetings in a variety of locations where we have
shareholders. The Chief Executive Officer and Chief
Financial Officer report back to the Board after any
investor-related events and also ensure that the Board is
kept regularly informed of feedback from analysts and
shareholders. In addition, the Chairman and the Non-
Executive Directors regularly join the Executive
Directors at these investor-related events and
occasionally meet with shareholders separately to
discuss the Group’s approach to governance and other
governance developments which affect the Group. The
Group’s brokers also provide feedback after the full and
half-year results’ announcements and, as appropriate,
other investor-related events to inform the Board about
investor views.
All the Non-Executive Directors and, in particular, the
Chairman and Senior Independent Director are available
to meet with major shareholders, if they wish to raise
issues separately from the arrangements described
above. In addition, in January 2017 the Chairman,
Non-Executive Directors and the Company Secretary
hosted the Company’s first corporate governance
presentation for the Group’s major investors. We have
asked attendees to provide feedback on the event and
are considering making this a regular event.
The Company will also communicate with shareholders
through the AGM, at which the Chairman will give an
account of the progress of the business over the last
year and a review of current issues, and will provide the
opportunity for shareholders to ask questions. All
Directors will be available at the AGM.
Card Factory’s investor website is also updated with
news and information including this Annual Report and
Accounts which sets out our strategy and performance
together with our plans for future growth
(www.cardfactoryinvestors.com).
SIGNIFICANT SHAREHOLDERS
Details of the Group’s significant shareholders and of
shareholder voting rights are set out in the Directors’
Report on page 76.
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NON-EXECUTIVE DIRECTOR MEETINGS
The Chairman and the other Non-Executive Directors
met four times in the year without Executive Directors
being present and they intend to continue to meet
regularly to ensure that any concerns can be raised and
discussed outside formal Board meetings. On one of
these occasion, the Senior Independent Director and
the other Non-Executive Directors continued the
meeting without the Chairman to review
his performance.
The Chairman and the other Non-Executive Directors
regularly have informal meetings with the Executive
Directors and other members of the senior
management team in the business, often at a store
location or at the Group’s head office.
BOARD COMMITTEES
The Board has three committees:
• an Audit and Risk Committee;
• a Nomination Committee; and
• a Remuneration Committee.
If the need should arise, the Board may set up
additional committees.
Audit and Risk Committee
The Audit and Risk Committee assists the Board in
discharging its responsibilities with regard to:
• financial reporting;
• external and internal audits and controls, including
reviewing and monitoring the integrity of the Group’s
annual and interim financial statements;
• reviewing and monitoring the extent of the non-audit
work undertaken by external auditors;
• advising on the appointment of external auditors;
• overseeing the Group’s relationship with its external
auditors;
• reviewing the effectiveness of the external audit
process;
• reviewing the effectiveness of the Group’s internal
controls and risk management systems; and
• whistleblowing and loss prevention.
The ultimate responsibility for reviewing and approving
the Annual Report and Accounts and the half-yearly
reports remains with the Board. The Audit and Risk
Committee will give due consideration to laws and
regulations, the provisions of the Code and the
requirements of the Listing Rules.
The Code recommends that an Audit Committee should
comprise of at least three members who are
Independent Non-Executive Directors, and that at least
one member should have recent and relevant financial
4242
experience. The Audit and Risk Committee is currently
chaired by David Stead, and its other members are
Octavia Morley and Paul McCrudden. The Directors
consider that David Stead has recent and relevant
financial experience.
The Audit and Risk Committee met four times during
the year and, in future, will meet no fewer than three
times per year.
The Audit and Risk Committee has taken appropriate
steps to ensure that the Company’s Auditor is
independent of the Company and obtained written
confirmation from the Company’s Auditor that it
complies with guidelines on independence issued by
the relevant accountancy and auditing bodies.
The Audit and Risk Committee has access to sufficient
resources to carry out its duties, including the services
of the Group General Counsel and Company Secretary
and the Group’s loss prevention team. In addition,
Deloitte LLP, provide internal audit services to the
Group. Independent external legal and professional
advice can also be taken by the Audit and Risk
Committee if it believes it necessary to do so.
The Audit and Risk Committee chair will be available at
Annual General Meetings of the Company to respond to
questions from shareholders on the activities of the
Audit and Risk Committee during the year, a report on
which is set out on pages 48 to 52 of the Governance
section of this report.
The Audit and Risk Committee’s terms of reference,
which are available on request from the Company
Secretary and are published on Card Factory’s investor
website (www. cardfactoryinvestors.com), comply with
the Code.
Remuneration Committee
The Remuneration Committee assists the Board in
determining its responsibilities in relation to
remuneration, including:
• making recommendations to the Board on the
Company’s policy on executive remuneration;
• setting the over-arching principles, parameters and
governance framework of the Group’s remuneration
policy; and
• determining the individual remuneration and benefits
package of each of the Company’s Executive
Directors, its Company Secretary and other members
of the Group’s senior management team.
The Remuneration Committee also ensures compliance
with the Code in relation to remuneration and is
responsible for preparing an annual remuneration
report for approval by the Company’s members at
its AGM.
Card Factory plc Annual Report and Accounts 2017 Non-Executive Directors’ and the Chairman’s fees are
determined by the full Board.
The Code provides that a Remuneration Committee
should comprise of at least three members who are
Independent Non-Executive Directors, free from any
relationship or circumstance which may or would be
likely to, or appear to, affect their judgement and that
the Chairman of the Board of Directors may also be a
member provided he is considered independent on
appointment. The Remuneration Committee is chaired
by Octavia Morley, and its other members are Geoff
Cooper, David Stead and Paul McCrudden.
The Remuneration Committee met three times during the
year and, in future, will meet not less than twice a year.
The Board and the Remuneration Committee have
employed Kepler (a brand of Mercer), a consulting
agency which specialises in executive remuneration, to
advise and assist in connection with the Group’s
executive remuneration arrangements and its reporting
obligations. Kepler do not provide any other services to
the Group.
A report on the Remuneration Committee’s activities
during the year is set out on pages 53 to 54 of the
Governance section of this report.
The Remuneration Committee’s terms of reference,
which are available on request from the Company
Secretary and are published on Card Factory’s investor
website (www. cardfactoryinvestors.com), comply with
the Code.
Nomination Committee
The Nomination Committee assists the Board in
discharging its responsibilities relating to the
composition and make-up of the Board and any
committees of the Board. It is also responsible for
periodically reviewing the Board’s structure and
identifying potential candidates to be appointed as
Directors or committee members as the need may arise.
The Nomination Committee is responsible for evaluating
the balance of skills, knowledge and experience and the
size, structure and composition of the Board and
committees of the Board, retirements and appointments
of additional and replacement directors and committee
members and will make appropriate recommendations
to the Board on such matters.
The Code recommends that a majority of the members
of a Nomination Committee should be Independent
Non-Executive Directors. The Nomination Committee is
chaired by Geoff Cooper, and its other members are
Octavia Morley, David Stead and Paul McCrudden. The
Directors therefore believe that the Company is in
compliance with the Code. The Nomination Committee
met twice during the year and, in future, will meet not
less than once a year. A report on the activities of the
Nomination Committee during the year is set out on
page 73 of the Governance section of this report.
The Nomination Committee’s terms of reference, which
are available on request from the Company Secretary
and are published on Card Factory’s investor website
(www. cardfactoryinvestors.com), comply with
the Code.
TRAINING AND INDUCTION
It is important to the Board that all Directors have the
ability to influence and challenge appropriately so that
the Board and the Group, as a whole, can maximise the
benefit they derive from their business knowledge
and experience.
New Directors receive a full, formal and tailored
induction on joining the Board, including meeting other
members of the Board, the senior management team,
other key team members and the Group’s advisers. The
induction includes visits to the Group’s stores, head
office, its design studio, Printcraft (the Group’s print
facility) and the headquarters of its online subsidiary,
Getting Personal (www.gettingpersonal.co.uk).
Since joining in February 2016, Karen Hubbard has been
through an extensive tailored induction plan details of
which are set out in the Nomination Committee Report
on page 73.
Throughout the year, all of the Non-Executive Directors
have continued to visit all of the Group’s operations
both informally and together with members of the
senior management team and feedback is given at the
following Board meeting.
Additionally, the Non-Executive Directors have this year
informally ‘buddied up’ with members of the senior
management team to build on their day-to-day
knowledge of specific areas of the business and support
those team members in sustaining and developing our
four pillars growth strategy.
New Directors are also given the opportunity to review
information about the Group including Board and
Committee papers and strategy documentation which
they may find useful in preparing for their role.
The Group’s Company Secretary and General Counsel
periodically reports to the Board on any new legal,
regulatory and governance developments that affect
the Group and, where necessary, actions are agreed.
Please see the Directors’ biographies on pages 34 to 36
for details of the skills and experience of each Director.
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BOARD EVALUATION
The Board conducted its second internal evaluation
during the year which was led by the Chairman and
facilitated by the Company Secretary. This second
evaluation predominantly assessed the Board’s
performance against the objectives agreed at the
evaluation carried out in January 2016 which the
Chairman and Company Secretary reviewed and provided
feedback on in advance of the session. The key objectives
the Board has set itself for the coming year are to:
• ensure a robust plan is established to secure growth
under the Group’s four pillar and associated function
strategy, and to monitor progress on its achievement;
• ensure a comprehensive succession plan is
established for the senior management team and
other key employees;
• appoint, induct and settle a new CFO into the Board
and senior management team;
• initiate a process aimed at identifying longer-term
growth options for the Group; and
• increase the proportion of unstructured debate on
the Board’s agenda.
Board evaluation will continue to be conducted on an
annual basis and the Board will, every third year, as
required by the Code, conduct an externally facilitated
evaluation, with the first of these to take place later this
calendar year.
CONFLICTS OF INTEREST
The Companies Act 2006 allows the Board of a public
company to authorise conflicts and potential conflicts
of interest of individual Directors where the Articles of
Association of the company contain an enabling
provision. The Company’s Articles of Association give
the Board this authority subject to the following
safeguards:
• Directors who have an interest in matters under
discussion at a Board meeting must declare that
interest and abstain from voting; and
• only Directors who have no interest in the matter
being considered are able to approve a conflict of
interest and, in taking that decision, the Directors
must act in a way they consider, in good faith, would
be most likely to promote the success of the
Company.
The Directors are able to impose limits or conditions
when giving authorisation if they feel this is appropriate.
All Directors are required to disclose any actual or
potential conflicts to the Board and there are no current
matters disclosed that are considered by the Board to
give rise to a conflict of interest.
All conflicts are considered by the Board and any
authorisations given are recorded in the Board minutes
and reviewed annually by the Board. The Board considers
that its procedures to approve conflicts of interest and
potential conflicts of interest are operating effectively.
4444
APPOINTMENT AND REMOVAL OF DIRECTORS
All Directors have service agreements or letters of
appointment in place and the details of their terms are
set out in the Directors’ Remuneration Report on pages
53 to 71. The service agreements and letters of
appointment are available for inspection at the
Company’s registered office during normal
business hours.
The Articles of Association of the Company provide that
a Director may be appointed by ordinary resolution of
the Company’s shareholders in general meeting, or by
the Board so long as the Director stands down and
offers him or herself for election at the next AGM of the
Company. The Articles also provide that each Director
must stand down and offer him or herself for re-election
by shareholders at the AGM at least every 3 years. The
Code recommends that directors of companies in the
FTSE 350 index should be subject to annual re-election.
The Company complies with this recommendation.
Directors may be removed by a special resolution of
shareholders, or by an ordinary resolution of which
special notice has been given in accordance with the
Companies Act 2006. The Articles of Association of the
Company also provide that the office of a Director shall
be vacated if he is prohibited by law from being a
Director, or is bankrupt; and that the Board may resolve
that his or her office be vacated if he or she is of
unsound mind or is absent from Board meetings
without consent for six months or more. A Director may
also resign from the Board. The Nomination Committee
makes recommendations to the Board on the
appointment and removal of Directors.
In accordance with the Code, all Directors will retire
from the Board and offer themselves for re-election at
the AGM.
POWERS OF DIRECTORS
The business of the Company is managed by the Board,
which may exercise all of the powers of the Company,
subject to the requirements of the Companies Act
2006, the Articles of Association of the Company and
any special resolution of the Company. As stated above,
the Board has adopted internal delegations of authority
in accordance with the Code and these set out matters
which are reserved to the Board or committees and the
powers and duties of the Chairman and the Chief
Executive Officer respectively.
At the AGM of the Company, the Board will seek
authority to issue shares and to buy back and reissue
shares. Any shares bought back would either be held in
treasury, cancelled or sold in accordance with the
provisions of the Companies Act 2006. For further
details see the Notice of Annual General Meeting which
accompanies this report.
Card Factory plc Annual Report and Accounts 2017 ADVICE, INDEMNITIES AND INSURANCE
All Directors have access to the advice and services of
the Company Secretary. In addition, Directors may seek
legal advice at the Group’s cost if they consider it
necessary in connection with their duties.
The Directors of the Company, and the Company’s
subsidiaries, have the benefit of a third-party indemnity
provision, as defined by section 236 of the Companies
Act 2006, in the Company’s Articles of Association. In
addition, Directors and Officers of the Company and its
subsidiaries are covered by Directors’ and Officers’
liability insurance as well as prospectus liability
insurance which provides cover for liabilities incurred by
Directors in the performance of their duties or powers
in connection with the issue of the Prospectus in
relation to the IPO. Until his retirement on 30 June 2016,
Richard Hayes (Executive Director) had the benefit of
these policies. No amount was paid under any of these
indemnities or insurances during the year other than the
applicable insurance premiums.
ARTICLES OF ASSOCIATION
The Company’s Articles of Association can only be
amended by a special resolution of its shareholders in a
general meeting, in accordance with the Companies
Act 2006.
GOVERNANCE AND RISK
The Board, as a whole, takes overall responsibility for
ensuring that the Company has a continuous and robust
process in place to identify, evaluate and manage any
significant risks that may affect the achievement of the
Group’s strategic and operational objectives. Given the
nature of our business and our operating model, we do
not have a separate risk committee. Our Audit and Risk
Committee oversees our risk management framework
as part of its activities, and ensures that it enables the
Committee and the Board to carry out a robust
assessment of the principal risks facing the Group,
including those that would threaten its business model,
future performance, solvency or liquidity.
The key elements of the process which have been
established by the Group to identify, evaluate and
manage any significant risks are as follows:
• the Board and the senior management team take a
leadership role in managing risk within the business
and look to embed the principles of sound risk
management in the teams they are responsible
for managing;
• specific risks are recorded in the Group’s risk register
and assessed in terms of impact and likelihood;
• responsibility for monitoring and managing these risks
on a day-to-day basis is given to the relevant members
of the Group’s senior management team and they
provide regular updates to the Group’s Executive
Directors and the rest of the senior management team;
• in the event there is a change in their assessment of
the impact or likelihood of the risk or they identify a
new risk which the Group may face, the Group’s risk
register is updated to reflect this;
• the Audit and Risk Committee regularly reviews the
Group’s risk register and gives detailed consideration
to those risks which have been identified as principal
risks affecting the Group and the actions being taken
and processes in place to mitigate them as well as
providing regular and rigorous challenge to the
Executive Directors;
• the Board as a whole carries out a review of the
principal risks affecting the Group twice a year as
well as assessing whether the Group is striking an
appropriate balance between its appetite for risk and
the achievement of its strategic goals; and
• certain principal risks, for example, competitor
activity and business strategy are, as part of the
day-to-day management of the business, the subject
of separate and regular detailed discussions at Board
meetings and meetings of the senior
management team.
The Board collectively recognise that the continuous
robust assessment and control of risk are fundamental
to the Group achieving its strategic and operational
objectives, and the Audit and Risk Committee seeks to
ensure that the risk management framework evolves
with the business and the trading environment in which
the Group operates.
The risk management framework is designed to
manage, rather than eliminate, the risk of failing to
achieve strategic objectives and can provide only
reasonable, and not absolute, assurance against
material misstatement or loss.
The Board and the Audit and Risk Committee have
reviewed the effectiveness of the Group’s risk
management framework and the Company’s risk
register and their alignment with the Company’s
strategic objectives in accordance with the Code for the
period ended 31 January 2017 and up to the date of
approving the Annual Report and Accounts. The Board
as a whole considered the principal risks and relevant
mitigating actions and determined that they were
acceptable for a retail business of the size and
complexity as that operated by the Group.
4545
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Corporate Governance Report continued
INTERNAL CONTROL AND AUDIT
Overall responsibility for the system of internal control
and reviewing its effectiveness lies with the Board. In its
day-to-day operations, the Group continuously assesses
the performance of its internal controls and, where
necessary, looks to enhance its control environments.
Additionally, Deloitte LLP were appointed in 2015 to
provide internal audit services to the Group. Further
details of the scope of their work during the year is set
out in the report of the Audit and Risk Committee on
pages 50 and 51. The internal audit plan that has been
agreed with Deloitte supports the Group’s assessment
of its controls and processes.
The Group’s system of internal control can be
summarised as follows:
Board
Takes collective responsibility for internal controls
Reserves certain matters for the Board
Oversees the control framework and responsibility for it
Approves key policies and procedures
Monitors development of performance
Audit and Risk Committee
Oversees effectiveness of internal control framework
Receives reports from external auditor
Approves internal audit programme
Receives internal audit reports
Senior management team
Responsible for operating within the control framework
Monitors compliance with policies and procedures
Recommends changes to controls where needed
Monitors performance
Loss prevention team
Focus on cash losses and fraud in stores
Compliance and safety risk assessors
• every member of the senior management team
having clear responsibilities and operating within
defined policies and procedures covering such areas
as capital expenditure, treasury operations, financial
targets, human resources management, customer
service and health and safety;
• the Executive Directors and the senior management
team monitoring compliance with these policies and
procedures and, in addition, regularly reviewing
performance against budget, analysis of variances,
major business issues, key performance indicators
and the accuracy of business forecasting; and
• a continuous review programme of store compliance
by the loss prevention team (as regards financial
procedures in stores), by risk assessors working in the
health and safety team and by other teams within
the Group.
The Audit and Risk Committee has responsibility for
overseeing the Group’s system of internal controls and of
the internal audit programme and receives the report of
the external auditor as part of the annual statutory audit.
The Board and the Audit and Risk Committee have
monitored and reviewed the effectiveness of the
Group’s internal control systems in accordance with the
Code for the period ended 31 January 2017 and up to
the date of approving the Annual Report and Accounts
and confirmed that they are satisfactory.
Internal control systems such as this are designed to
manage rather than eliminate the risk of failure to
achieve business objectives and can provide only
reasonable and not absolute, assurance against material
accounting misstatement or loss. Where any significant
failures or weaknesses are identified from the systems
of internal control, action is taken to remedy these.
Review compliance with internal procedures that ensure
good health and safety standards are observed
Co-sourced internal audit function
Deloitte LLP
DISCLOSURES UNDER DTR 7.2.6R
The disclosures the Company is required to make
pursuant to DTR 7.2.6R are contained in the Directors’
Report on pages 75 to 78.
Specific elements of the current internal control
framework include:
• a list of matters specifically reserved for Board
approval;
• clear structures and accountabilities for colleagues,
well understood policies and procedures, and
budgeting and review processes all of which the
Executive Directors are closely involved with;
SHARE DEALING CODE
The Company has introduced a new code of securities
dealings in relation to the ordinary shares. The code was
adopted during the financial year and addresses the
requirements of the new EU Market Abuse Regulation
which came into force in July 2016. The code adopted
applies to the Directors, members of the senior
management team and to other relevant employees of
the Group. Following the abolition of the Model Code
contained in the Listing Rules, the Company’s previous
share dealing code, which was largely based upon
these, was abolished.
4646
Card Factory plc Annual Report and Accounts 2017 ANTI-BRIBERY
The Company has implemented internal procedures and
measures (including the provision of an Anti-Corruption
and Bribery Policy) designed to ensure compliance by it
and other members of the Group with the UK Bribery
Act 2010 (as amended).
WHISTLEBLOWING
The Group is committed to conducting its business with
honesty and integrity, with high standards of corporate
governance and in compliance with legislation and
appropriate codes of practice. We expect all colleagues
to maintain such high standards but recognise that all
organisations face the risk of things going wrong from
time to time, or of unknowingly harbouring illegal or
unethical conduct.
We recognise that a culture of openness and
accountability is essential in order to prevent such
situations occurring, or to address them when they do
occur. We maintain a whistleblowing policy that is
designed to encourage colleagues to report such
situations without fear of repercussions or
recriminations provided that they are acting in good
faith. By having early knowledge of any wrongdoing or
illegal or unethical behaviour, we improve our ability to
intervene and stop it. The policy sets out how any
concerns can be raised and the response that can be
expected from the Company and provides colleagues
with the assurance that they can do this in complete
confidence. Our Loss Prevention team, in its day-to-day
activities, seeks to reinforce this message and, in
addition, the Group periodically uses communication
campaigns to supplement this. The Audit and Risk
Committee is notified of any whistleblowing reports.
This report was reviewed and approved by the Board on
27 March 2017.
Geoff Cooper
Chairman
27 March 2017
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Chairman’s Letter – Audit and Risk
Committee
David Stead
Chairman of the Audit and Risk Committee
Dear Shareholder
The Audit and Risk Committee plays an important role in ensuring that the interests of shareholders are properly
protected by monitoring the activities and conduct of management and auditors, including those providing internal
audit services, and ensuring they are operating in accordance with the control frameworks in the business and with
all applicable rules and standards.
The Committee has clear terms of reference and a programme of activities designed to give assurance as to the
continuing effectiveness of the Group’s internal controls, its financial and business reporting and its framework for
identifying and managing risk.
This programme of activities sets the agenda for Committee discussions and, whilst addressing the key topics
which the Committee should always be considering, provides sufficient flexibility for the Committee to consider
additional issues when they arise.
I am pleased to report that the Committee has continued to build on its work since its formation at the time of the
Company’s IPO. In particular, I would highlight the following activities carried out during the year:
• overseeing and reviewing the work carried out by Deloitte LLP (our internal audit service provider) including
their reviews of the Group IT network resilience and cyber security, the Group’s point of sale technology systems,
the Group’s inventory management systems and its crisis management arrangements;
• continuing to monitor the control structure of the Group that supports the Board’s ability to make judgements
about the Group’s financial position and prospects including the continued tracking of progress with actions
identified in the reviews carried out at the time of the IPO. These activities have been supplemented by the
internal audit work carried out by Deloitte;
• continuing to monitor the Group’s approach to risk management, ensuring that effective and robust risk
management is an integral part of the Group’s business planning and decision-making processes with the
principal risks being regularly reviewed by the senior management team, the Committee and the Board; and
• following the review carried out by Deloitte, overseeing the introduction of a cyber security steering group and
regular reporting to the Committee to monitor and support the implementation of Deloitte’s recommendations.
The formal report of the Committee that follows provides further detail on its activities during the year. The Committee
is committed to ensuring that its activities are focused on business issues that add to, or preserve value and that they
remain aligned with the strategic goals of the Group whilst also continuing to satisfy the requirements of the Code.
I look forward to meeting shareholders at the AGM in May.
Yours sincerely
David Stead
Chairman of the Audit and Risk Committee
27 March 2017
48
Card Factory plc Annual Report and Accounts 2017 Audit and Risk Committee Report
This report provides details of the role of the Audit and
Risk Committee and the work it has undertaken during
the year.
ROLE OF THE AUDIT AND RISK COMMITTEE
The principal responsibilities of the Committee, which
has received delegated authority from the Board, are to:
• oversee the integrity of the Group’s financial
statements and public announcements relating to
financial performance;
• oversee the Group’s external audit process including
its scope and the extent of the non-audit services
provided by our auditor;
• monitor the effectiveness of financial controls;
• evaluate the process for identifying and managing
risk throughout the Group; and
• ensure that the Annual Report and Accounts are fair,
balanced and understandable.
A more detailed explanation of the Audit and Risk
Committee’s role is set out in the Corporate Governance
Report on page 42. The Committee’s terms of
reference, which are published on Card Factory’s
investor website (www.cardfactoryinvestors. com),
comply with the UK Corporate Governance Code.
MEMBERSHIP
The Audit and Risk Committee is chaired by David
Stead, and its other members are Octavia Morley and
Paul McCrudden.
As David Stead is a chartered accountant and was the
Chief Financial Officer of Dunelm Group plc from 2003
to 2015, the Board considers that he has both recent
and relevant financial experience in accordance with the
requirements of the Code.
The Chief Executive Officer, the Chief Financial Officer,
and the Chairman of the Board usually attend meetings
of the Committee by invitation, along with
representatives from our auditor, KPMG LLP, and our
internal audit services provider, Deloitte LLP. The
Company Secretary acts as secretary to the Committee.
MEETINGS
The Committee met four times during the year with
details of attendance at these meetings set out in the
Corporate Governance Report on page 40.
ROUTINE ACTIVITIES DURING THE YEAR
During the year, the work of the Committee has
principally fallen under the following areas:
• reviewing the integrity of the draft financial
statements for the year ended January 2016, the
appropriateness of accounting policies and going
concern assumptions and considering the auditor’s
report regarding its findings on the annual results;
• assessing whether the Annual Report and Accounts
for the year ended January 2016, taken as a whole,
were fair, balanced and understandable and provide
the information necessary for shareholders to assess
the Company’s strategy, business model and
performance;
• approval of the Group’s half-year results statements
published in September 2016;
• considering the findings of a routine review by the
Financial Reporting Council (‘FRC') of our Annual
Report and Accounts for the year ended January 2016;
• verifying the independence of the Group’s auditor,
approving their audit plan and audit fee and setting
performance expectations;
• considering the findings of the Audit Quality Review
of KPMG’s audit for the year ended January 2016;
• reviewing the findings, and the implementation of
actions arising from, the internal audit projects
undertaken by Deloitte LLP during the year;
• reviewing the systems and controls which the Group
has in place to enable the Board to make proper
judgements on a continuing basis as to the financial
position and prospects of the Group;
• reviewing the Group’s risk register in March and
September;
• reviewing the work carried out by the Group’s loss
prevention team in detecting and preventing fraud
and theft of cash and stock;
• monitoring the Group’s compliance with its policy for
use of our auditor for non-audit work;
• reviewing the Group’s tax strategy;
• monitoring the implementation of a capital
restructuring within the Group’s subsidiaries to facilitate
the payment of dividends to shareholders; and
• with the support of both KPMG LLP and Deloitte LLP,
monitoring developments in legislation, reporting
and practice which affect matters for which the
Committee is responsible.
ACTIVITIES AFTER THE YEAR END
In the period following the year end, the Committee met
once in March 2017 and reviewed the following:
• the Group’s risk management framework, ensuring it
enables the Directors to identify and carry out a
robust assessment of the principal risks facing the
Group including those that would threaten its business
model, future performance, solvency or liquidity;
• the process undertaken by management to support
the Group’s viability statement (which is set out on
page 77) including the time period assessed and the
principal risks and combinations of risks modelled;
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Audit and Risk Committee Report continued
• the integrity of the draft financial statements for the
year ended January 2017, including the
appropriateness of accounting policies and going
concern assumption;
• the external auditor’s report;
• the systems and controls which the Group has in
place to enable the Board to make proper
judgements on a continuing basis as to the financial
position and prospects of the Group;
• whether this Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable and
provides the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy;
• the performance, effectiveness and qualifications of
the external auditor and recommendation for their
reappointment; and
• the Company’s policy on the use of auditors for
non-audit services.
SIGNIFICANT AREAS OF JUDGEMENT
Within its terms of reference, the Committee monitors
the integrity of the Group’s annual and half-year results,
including a review of the significant financial reporting
issues and judgements contained in them.
At its meeting in March 2017, the Committee: reviewed
the Group’s results for the financial year; considered a
paper prepared by KPMG LLP, which included
comments on significant reporting and accounting
matters in the year under review; and reviewed a paper
from the Chief Financial Officer to support the
Directors’ going concern and viability statements.
The major accounting issues discussed by the
Committee concerned:
• the existence and valuation of the Group’s inventory; and
• the accounting relating to the Group’s foreign
exchange hedging instruments.
Inventory
The Group holds significant volumes, and a broad
range, of inventory. Certain of the Group’s inventory
procedures are manual in nature as are certain controls
around inventory once it has left the Group’s
distribution centre and has been delivered to stores. In
light of these manual procedures and controls, there is a
heightened risk that a material misstatement could arise
due to the volume or cost of inventory being
incorrectly recorded.
The Group has a number of formal processes and
procedures to assess the reasonableness of the
inventory value presented in the Annual Report and
Accounts. These include:
• full inventory counts twice yearly both in-store and in
the Group’s distribution centre;
• additional store counts of seasonal inventory at the
end of the key trading seasons for the business;
• reviews of inventory levels by store; and
• detailed analytical review to assess the
reasonableness of the inventory figure.
The Committee is satisfied that the judgements made
by management are reasonable and that appropriate
disclosures have been made in the Annual Report
and Accounts.
Accounting for foreign exchange hedging instruments
The business aims to hedge a significant proportion of
planned foreign currency stock purchases. A number of
forward hedges (including structured options) are in
place and, where appropriate, hedge accounting is
adopted by the Group.
Hedge accounting is by nature complex and is subject
to documentary requirements and periodic
effectiveness testing involving a degree of judgement.
In order to ensure compliance with the requirements for
hedge accounting the Group formally documents the
designation of foreign currency hedges at the outset of
each hedging relationship and hedge effectiveness is
tested on a monthly basis. Forecast foreign currency
requirements and the level of hedges in place are
monitored on an ongoing basis.
The Committee is satisfied that accounting policies in
respect of hedge accounting have been
appropriately applied.
ASSESSMENT OF ANNUAL REPORT AND ACCOUNTS
The Committee confirmed to the Board that it
considered this Annual Report and Accounts as a whole
to be fair, balanced and understandable, to the extent
possible whilst complying with all applicable legal,
regulatory and reporting requirements.
INTERNAL AUDIT
Deloitte LLP provide internal audit services for the
Group, giving additional support in evaluating the
effectiveness and robustness of the Group’s system of
internal control and its approach to identifying and
mitigating risks.
During the year, Deloitte’s work covered the following
areas:
• the Group’s point of sale technology systems – a
comprehensive review of the Group’s current systems
in light of the Group’s current and future
requirements taking into account the Group’s growth
and development since these systems were
introduced;
• the resilience of the Group’s IT network and cyber
security – this principally focused on assessing the
Group’s vulnerability to external threats but also
considered some of the potential internal threats. It
5050
Card Factory plc Annual Report and Accounts 2017 Resolutions to reappoint KPMG LLP as auditor and to
authorise the Directors to agree their remuneration will
be put to shareholders at the AGM.
Our current policy is to tender the statutory audit at
least every ten years. As KPMG LLP have been our
auditor since 2011/12, this means that the next tender
will be for the 2021/22 audit at the latest. We intend to
invite at least one firm outside the ‘Big Four’ to
participate in the tender process.
Whilst we have not now conducted a competitive
tender for the audit for more than six years, the
Committee and the Board continue to believe this is in
the best interests of shareholders. KPMG LLP have,
during their time as the Group’s auditor, developed an
extensive knowledge of the Group and they successfully
supported the Group through its IPO in 2014. KPMG’s
knowledge and experience and the stability this
provides is important to the Group as it continues
through its initial years as a listed Group. In line with
audit partner rotation requirements 2016/17 is the first
year in which the Independent Auditor’s Report will be
signed by KPMG LLP’s new audit partner who has
attended all of the Committee meetings during the year
and who has separately met with the Chairman of the
Audit and Risk Committee.
We comply with the Competition and Markets
Authority’s Statutory Audit Services Order 2014.
The Group has no contractual arrangements (for
example, within borrowing arrangements) that restrict
its choice of auditor.
included development recommendations which are
being implemented over a period of time under the
supervision of the Committee by a cyber security
steering group that includes relevant members of the
Group’s senior management team;
• the Group’s inventory management systems – this
review considered all key aspects of the Group’s
inventory management systems with a focus on store
stock controls, reverse logistics and
inventory costing;
• the Group’s crisis management arrangements – the
review focused on the development of the Group’s
existing crisis management arrangements and the
steps the Group needs to take to develop these to
the satisfaction of the Committee.
LOSS PREVENTION
During the course of the last year, the Group completed
a detailed review of its loss prevention function, which
had been identified as an area where improvements
were required particularly given the high proportion of
transactions in Card Factory stores that are conducted
in cash. The review incorporated the views of all key
stakeholders within the business and identified a
number of areas for improvement.
Having considered the findings, the senior management
team, with the support of the Committee, restructured
the Group’s loss prevention function. The main objective
of this restructuring was to introduce a more holistic set
of loss prevention activities, incorporating a greater use
of data to support investigations and a more robust
approach to disciplinary action when supported by
clear evidence. Whilst initially the team’s actions were
focussed on fraud and theft detection, these have
evolved during the course of the year, with greater
education and awareness of prevention methods being
rolled out across the Group’s retail management team.
The Committee continues to receive regular reports on
the activities of the loss prevention team and the
progress being made.
EXTERNAL AUDITOR
KPMG LLP have conducted the statutory audit for the
financial year ended 31 January 2017 and they attended
all four of the Committee meetings held during that
year as well as the one held in March 2017. The
Committee had the opportunity to meet privately with
them during the period.
The fee paid to KPMG LLP for the statutory audit of the
Group and Company financial statements and the audit
of Group subsidiaries pursuant to legislation was
£107,500. A breakdown of fees paid to KPMG LLP
during the financial year is set out in note 4 to the
financial statements on page 96.
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Audit and Risk Committee Report continued
USE OF AUDITORS FOR NON-AUDIT WORK
The Committee recognises that the use of audit firms
for non-audit services can potentially give rise to
conflicts of interest and is therefore a sensitive issue.
The Group has a formal policy regarding its use of audit
firms for non-audit services and the Committee, in
addition to being responsible for the oversight of our
auditor on behalf of the Board, also has responsibility
for monitoring how this policy is implemented.
Under the policy, our auditor is currently eligible for
selection to provide non-audit services where it is in the
Group’s best interest for it to do this and it is best
placed to deliver the required service in terms of quality
and cost, taking into account their skills and experience.
This is subject to the overriding principle that the
auditor may not provide a service which:
• places them in a position to audit their own work;
• results in them making management decisions for
the Group;
• creates a mutuality of interest; or
• puts them in the role of advocate for the Company or
any member of the Group.
All work commissioned from our auditor is required to
be sanctioned by the Chief Financial Officer, who
consults with the Committee Chairman if the fee
involved is significant or if there are any issues
regarding independence, and the policy has built in
levels of authority to control the awarding of non-audit
work to the Company’s auditor.
The Chief Financial Officer also periodically provides
the Committee with reports on audit, audit related and
non-audit expenditure, together with details of any
material non-audit related assignments.
The aggregate fees paid to KPMG LLP for non-audit
work during the year were £36,000 (equivalent to 33%
of the audit fee). During the course of the year we have
engaged KPMG LLP to provide tax advice, to perform
an independent review of our half-year results, and for
sundry additional assignments including advice in
connection with a capital restructuring exercise within
the Group’s subsidiaries. Full details are given in note 4
to the financial statements on page 96.
The Committee is satisfied that the overall levels of
audit related and non-audit fees, and the nature of
services provided, are not such as to compromise the
objectivity and independence of our auditor.
Following the issue of the EU Audit Directive in June
2016, we have reviewed our policy regarding the use of
audit firms for non-audit services. A copy of the revised
policy which has been adopted is available on Card
Factory’s investor website (www.cardfactoryinvestors.
com). The key changes to the policy are to reflect that:
• fees for non-audit services provided by the statutory
auditor in any year may not exceed 70% of the
average fees for the Group statutory audit in the
three previous years;
• the auditor will be prohibited from providing certain
non-audit services, including:
– almost all tax work including general tax advice;
– internal audit;
– corporate finance; and
– involvement in management activities, including
working capital and cash management and the
provision of financial information.
FRC REVIEWS
Review of Annual Report and Accounts
During the year the Conduct Committee of the FRC
carried out a routine review of the Company’s Annual
Report and Accounts for the year ended 31 January 2016
in accordance with Part 2 of the Committee’s Operating
Procedures. Based on their review, the Company was
informed that the Committee did not wish to raise any
questions or queries with us (although they retain the
right to revisit that in the future). This is a pleasing
outcome, although it is important to note that the
Conduct Committee’s review only considered the
Company’s compliance with reporting requirements
rather than verifying the accuracy of the information
contained in the report which the Company is
responsible for.
FRC Audit Quality Review
The FRC’s Audit Quality Review team carried out a
review of the audit conducted by KPMG LLP for the
year ended 31 January 2016 specifically in the areas of
revenue recognition, inventory and foreign exchange
hedging. In selecting which aspects of an audit to
review, the FRC take account of those areas considered
to be higher risk by the auditors and Audit and Risk
Committee, their knowledge and experience of audits of
similar entities and the significance of an area in the
context of the financial statements. Control and
analytical review procedures relating to store revenue
recognition were identified as areas where limited
additional evidence of and development in the work
carried out by KPMG LLP would be appropriate and
they have responded to the FRC confirming the actions
they will take to address these findings.
This report was reviewed and approved by the
Committee on 27 March 2017.
David Stead
Chairman of the Audit and Risk Committee
27 March 2017
52
Card Factory plc Annual Report and Accounts 2017 Chairman’s Letter – Remuneration
Committee
Octavia Morley
Chairman of the Remuneration Committee
Dear Shareholder
I am pleased to present our third Directors’ Remuneration Report as a listed company, for the financial year ended
31 January 2017.
The Remuneration Committee continues to keep all aspects of Executive Director remuneration under review
against market and best practice for UK-listed companies and other retailers, investor guidelines and against the
requirements of the UK Corporate Governance Code (or ‘the Code’). The Committee has developed a remuneration
policy which it believes is appropriate and balanced, supports the Company’s objective to deliver shareholder value
and aligns executive and shareholder interests.
Whilst our policy is proving an appropriate framework for motivating our Executive Directors to achieve the
business objectives of the Group and driving the creation of long-term shareholder value, we are mindful of the
continuing debate around Executive Director remuneration and shareholder preferences, including the latest
investor guidelines and the ongoing BEIS consultation into corporate governance reform. Whilst we are not
proposing making any fundamental changes to our policy until it is due for renewal at the 2018 AGM, we will
continue to monitor developments, take into account developing market practice as we review our arrangements
over the coming year and consult with shareholders where appropriate.
As disclosed in my letter in last year’s report, Karen Hubbard joined the Board on 22 February 2016, taking over as
CEO in mid-April. In the recruitment process, we were mindful of our policy to ensure the remuneration of a new
Director is in the best interests of the Group and its shareholders ie to avoid overpaying and to align Karen’s
remuneration arrangements with the Group’s approved remuneration policy. Her package comprises a salary of
£445,000 together with annual bonus and LTIP opportunities in line with those of the outgoing CEO (as a % of
salary). Until Karen meets the shareholding requirement of 200% of salary, up to one third of any bonus earned will
be mandatorily deferred in shares for three years. She receives an annual pension contribution of £15,000 (3.4% of
salary). As part of her recruitment package, and in order that Karen was able to take up her position quickly – to
allow a suitable handover with the outgoing CEO – the Committee approved a like-for-like buyout of her forfeited
bonus, which was assessed to have a fair value of £130,000, with the time of payment matched to that of the
forfeited award.
Richard Hayes stepped down as CEO in mid-April and retired from the Board at the end of June. He did not receive
an LTIP grant in 2016 nor was he eligible to receive any bonus for performance for the financial year 2016/17. As a
good leaver, he will receive his outstanding prorated LTIP awards, to the extent that they vest based on
performance, at the normal vesting date. The Committee exercised an available discretion for good leavers to
disapply any holding period on vested LTIP awards, on the basis that Richard’s significant shareholding continued
to align his interests with that of other shareholders after he left the Board.
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Chairman’s Letter – Remuneration
Committee continued
As disclosed to the market in October 2016, having consulted with shareholders and considered in detail the
strategic objectives of the business and the opportunities for growth over the three year performance period, the
Remuneration Committee set the EPS performance measures for 2016 LTIP awards with threshold vesting at 5%
compound annual EPS growth rate (‘EPS CAGR') (2015: 9%) and maximum vesting (100% of award) at 10% EPS
CAGR (2015: 15%). In addition, for awards to vest, the Company’s return on capital must be consistent with historic
levels, reinforcing the focus on returns for shareholders. The Committee feels these future targets are stretching
and balance the need to appropriately incentivise management whilst providing assurance to shareholders that the
targets support the long-term profitable growth of the business.
During the year, the Committee has also focused on adjudicating bonuses for the year ended 31 January 2017. The
Committee has reviewed the overall vesting of the bonus scheme, taking into account both Company and personal
performance and considers the outcome of 20% of maximum, based on achievement of EBITDA targets to be a fair
achievement for the financial year in the light of market and internal expectations. Similarly, in considering vesting
of 2014 LTIP awards, we believe the outcome reflects fairly the growth in value achieved for shareholders in the
period since our IPO, and that the maximum targets were appropriately stretching. Based on EPS performance of
10.73% pa and satisfaction of the return on capital underpin, 46.6% of maximum vesting is expected on or around
20 May 2017.
Other key remuneration decisions during the year have included:
• approving salary adjustments for Executive Directors; and
• ratifying the terms of the 2017 grant under the all employee ‘save as you earn’ scheme.
At the AGM, which will be held on 25 May 2017, the second section of this report, the Annual Report on
Remuneration, which outlines the implementation of our remuneration policy for the forthcoming financial year, will
be subject to an advisory vote.
The first section, the Directors’ Remuneration Policy, is unchanged (other than for minor changes to improve
clarity), and will not be submitted for a vote, having been approved by shareholders at the Company’s AGM in 2015.
We continue to value all feedback from shareholders and hope to receive your support at the forthcoming AGM.
Octavia Morley
Chairman of the Remuneration Committee
27 March 2017
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Card Factory plc Annual Report and Accounts 2017 Directors’ Remuneration Report
INTRODUCTION
This Directors’ Remuneration Report is divided into
three sections: the Letter from the Chair of the
Remuneration Committee, set out on pages 53 to 54;
the Directors’ Remuneration Policy, set out on pages 56
to 64, and the Annual Report on Remuneration, set out
on pages 65 to 71.
The Directors’ Remuneration Policy sets out the policy
which was approved by shareholders at the AGM on
27 May 2015, and remains unchanged, other than minor
text changes to improve its clarity.
No payment may be paid to a Director or past Director
unless it is consistent with the approved policy unless
shareholder approval is sought. The exception to this is
if the payment is made pursuant to a contractual
obligation that was in force at 27 June 2012 (when the
new regulations came into force).
The Annual Report on Remuneration sets out how the
policy has been applied during the financial year being
reported on and how it will be applied in the coming year.
This report will be put to shareholders for approval at the
AGM on 25 May 2017, although the vote is advisory.
This report complies with the provisions of the
Companies Act 2006 and Schedule 8 of the Large and
Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013, as well as the
UK Corporate Governance Code and the Financial
Conduct Authority’s Listing Rules.
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Directors’ Remuneration Report continued
DIRECTORS’ REMUNERATION POLICY
This section provides Card Factory’s Directors’ Remuneration Policy (‘the Policy’) which was approved and came
into effect at the 2015 AGM on 27 May 2015, and remains unchanged, other than minor text changes to improve
its clarity.
Card Factory’s policy for Executive Directors’ remuneration is to provide a competitive package of fixed and
variable pay. Fixed pay is set by reference to relevant companies to attract, motivate and retain the senior
management team and to ensure a fair reward for each role. Variable pay is set to provide a competitive level of
reward that aligns performance with the Group’s long-term goals and shareholder interests.
POLICY TABLE FOR EXECUTIVE DIRECTOR REMUNERATION
The key components of Executive Directors’ remuneration are as follows:
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Fixed pay
Base salary
To attract and retain
talent by ensuring
base salaries are
competitive in the
relevant talent market,
and to reflect an
executive’s skills and
experience
Base salaries are reviewed annually,
with reference to scope of role,
individual performance, experience,
market competitiveness of total
remuneration with reference to
companies of a similar size and
other retail companies, inflation and
salary increases across the Group
Increases will normally be
effective 1 May
Pension
To provide post-
retirement benefits
Executive Directors are entitled to
receive the same auto enrolment
defined contribution pension
arrangements as
other employees
Business and individual
performance are
considerations in setting
base salary
None
Whilst no maximum level
of salary has been set by
the Remuneration
Committee, Executive
Directors’ salary increases
will normally be in line
with those for the wider
employee population at
Card Factory
In certain circumstances
(including, but not limited
to, a material increase in
job size or complexity,
promotion, recruitment or
development of the
individual in the role, or a
significant misalignment
with market) the
Committee has discretion
to make appropriate
adjustments to salary
levels to ensure they
remain fair and
competitive
The maximum permitted
by pensions auto
enrolment legislation
New appointees may be
offered pension
arrangements based on
market competitive
contribution rates. Karen
Hubbard receives a
contribution to her
personal pension
of £15,000 pa
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Card Factory plc Annual Report and Accounts 2017 Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Benefits
To provide Executive
Directors with a
reasonable level of
benefits and to ensure
overall remuneration is
market competitive
Variable pay
Annual bonus
To focus executives
on delivery of
year-on-year
financial performance
The ability to deliver a
portion of bonuses in
shares helps towards
achieving an
appropriate balance
between year-on-year
financial performance
and longer-term value
creation
Benefits currently include private
medical insurance, life insurance,
income protection, and the
provision of a car or car allowance
Benefits' values vary by
role and are reviewed
periodically relative
to market
It is not practical to provide
a maximum opportunity for
benefits, as there may be
factors outside of the
Company’s control which
change the cost to the
Company (eg increases in
insurance premiums)
The cost of providing
benefits for the year under
review are disclosed in the
Annual Report on
Remuneration
Up to 125% of salary
Where appropriate, other benefits
may be offered, for example
including, but not limited to,
relocation allowances
Performance measures and targets
are set at the start of the financial
year by the Remuneration
Committee
At the end of the financial year, the
Remuneration Committee
determines the extent to which the
targets have been achieved
Awards are normally delivered in
cash, but the Committee can
decide that some or all of it will
instead be paid in shares and
deferred for up to three years. If
participants have not met the
shareholding requirement, up to
one third of any bonus will be
mandatorily deferred in shares for
three years
An additional benefit is provided in
cash or shares equal to dividends
that would have been paid over the
vesting period on awards that vest
The Committee has discretion to
reduce the amount of any deferred
bonus entitlement, or defer vesting
of awards or make them subject to
additional conditions, in the event
of, for example, material
misstatement, misconduct or
reputational damage. In extreme
cases, the Committee may further
determine to claw back previous
annual bonus payments for up to
two years post-vesting
Performance is determined
by the Committee on an
annual basis by reference
to financial measures (eg
EBITDA) and personal
performance
The annual bonus for
2017/18 will be based on
EBITDA performance with
a personal performance
underpin, as in 2016/17
(see further details in the
Annual Report on
Remuneration)
For achievement of
threshold performance, up
to 15% of maximum bonus
is earned
In determining the bonus
outcome the Committee
also takes into account
personal, business unit or
Company performance
and can reduce bonus
awards accordingly
The Committee retains
discretion to introduce
operational or strategic
measures at the start of
each year, to ensure
alignment with the
business priorities for the
year. The weighting on
financial measures will
remain at least 80%
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Directors’ Remuneration Report continued
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Long Term Incentive
Plan ('LTIP')
To align the interests
of executives with
shareholders in
growing the value of
the business over the
long term
The Committee has the ability to
grant annual awards of
performance shares or nil-cost
options
Up to 175% of salary face
value at grant
Performance is measured over a
three year period. Shares are then
subject to an additional two year
holding period (apart from any sold
to pay tax), before being released
to participants
An additional benefit is provided in
cash or shares equal to dividends
that would have been paid over the
vesting period on awards that vest
The Committee have discretion to
reduce unvested long-term
incentive awards, defer vesting of
awards or make them subject to
additional conditions (including
those awards in a holding period) in
the event of, for example, material
misstatement, misconduct or
reputational damage. In extreme
cases, the Committee may further
determine to claw back vested
LTIP awards for up to two years
post-vesting
Subject to continued
employment, awards will
vest on achievement of
financial performance
measures (eg EPS growth,
return measures),
measured over a three-
year performance period
Up to 25% of awards will
vest for achievement of
threshold performance,
then increase on a straight-
line basis to full vesting for
achieving stretch
performance
Measures used for LTIP
awards in 2017/18 will be
based on three year EPS
growth with a returns
underpin, as in 2016/17
(see further details in the
Annual Report on
Remuneration)
SAYE
To encourage share
ownership across the
workforce
A UK tax-qualified scheme under
which eligible employees
(including Executive Directors)
may save up to the maximum
monthly savings limit (as
determined by prevailing
legislation) over a period of three
or five years
None
Savings are capped at the
prevailing HMRC limit at
the time eligible
employees are invited to
participate, or such lower
limit as determined by the
Remuneration Committee
They are granted an option to
acquire shares at up to a 20%
discount to the price on grant. The
number of shares under option is
that which can be acquired at that
price using the proceeds of the
savings
Requirement to build up and
maintain a beneficial holding of
shares in the Company defined as
a % of salary
None
Details of the current
guidelines and Executive
Director shareholdings are
included in the Annual
Report on Remuneration
Shareholding
guidelines
To encourage share
ownership and ensure
alignment of executive
interests with those of
shareholders
58
Card Factory plc Annual Report and Accounts 2017 NOTES TO THE POLICY TABLE
This Policy is unchanged in substance since approval at the 2015 AGM. Minor text changes have been made to
ensure this Policy report remains clear for the reader along with other minor changes to provide additional clarity.
These include:
• updates to the Policy table above to reflect 2017/18 incentive performance measures and pension arrangements
for Karen Hubbard from her appointment as a Director;
• updated service contract details on pages 61 and 62 to reflect changes in Board membership and notice periods;
and
• updated scenario charts on page 60 to reflect latest salaries and benefit values.
Equity plans shall be operated in accordance with the relevant rules as amended from time to time in accordance
with those rules, and within the limits of the Policy.
Performance measure selection and approach to target setting
The measures used in the annual bonus are selected annually to reflect the Company’s main strategic objectives for
the year. Performance targets are set to be stretching but achievable, taking into account the Company’s strategic
priorities and the economic environment in which the Company operates. Financial targets are set taking into
account a range of reference points including the Group’s strategic and operating plan. The Committee considers
carefully the appropriate financial conditions to attach to the annual bonus and the financial targets to attach to
long-term incentive awards to ensure they continue to be: (i) relevant to our strategic objectives; (ii) mindful of risk
management; and (iii) fair by being suitably stretching whilst realistic. The Remuneration Committee’s rationale for
the use of specific performance measures is included in the Annual Report on Remuneration.
Discretion
The Remuneration Committee reviews formulaic incentive outcomes and may adjust these within the limits of the
relevant plan to ensure alignment of pay with the underlying performance of the business. The Remuneration
Committee also has the discretion to make adjustments to the calculation of short- and long-term performance
measures in specific circumstances and within the limits of applicable plan rules. Such circumstances include:
changes in accounting standards, major corporate events such as rights issues, share buybacks, special dividends,
corporate restructurings, mergers, acquisitions and disposals.
Differences in remuneration policy operated for other employees
The policy and practice with regard to the remuneration of the senior management team below the Board is
consistent with that for the Executive Directors. The senior management team generally participate in the same
long-term incentives as the Executive Directors with similar performance measures applied.
The Policy for our Executive Directors is considered with the remuneration philosophy and principles that underpin
remuneration for the wider Group in mind. The remuneration arrangements for other employees reflect the
seniority of each role. As a result, the levels and structure of remuneration for different groups of employees will
differ from the Policy for executives as set out above, but with the common intention that remuneration
arrangements for all groups might reasonably be considered to be fair.
All employees, including the current Executive Directors (other than the CEO, who receives an additional
contribution to her personal pension of £15,000 pa), are eligible to participate in the same pension scheme (as the
relevant legislation provides) with the same maximum contribution, and permanent employees will be eligible to
participate (subject to certain eligibility criteria) in the UK tax-qualified SAYE scheme on identical terms.
Other
In addition to the above elements of remuneration, any commitment made prior to, but due to be fulfilled after, the
approval at the 2015 AGM and implementation of the Policy detailed in this report will be honoured, including
arrangements put in place prior to an individual becoming a Director. The Committee also retains discretion to
make non-significant changes to the policy without reverting to shareholders (for example, for regulatory, tax,
legislative or administrative purposes).
59
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Directors’ Remuneration Report continued
PERFORMANCE SCENARIOS
The graphs below provide estimates of the potential future reward opportunities for Executive Directors, and the
potential split between the different elements of remuneration under three different performance scenarios;
‘Minimum’, ‘Mid’ and ‘Maximum’.
Potential reward opportunities illustrated below are in line with the existing Policy, applied to the base salaries that
will be in force on 1 May 2017. The projected value of LTIP amounts assumes LTIP grants at the maximum level and
excludes the impact of share price movement or dividend accrual.
CEO
CFO
26%
31%
43%
29%
28%
43%
Maximum
£1,857k
Maximum
£1,249k
51%
29%
20%
Mid
£977k
54%
26%
20%
Mid
£675k
100%
100%
Minimum
£495k
Minimum
£365k
£000s
0
400
800
1,200
1,600
2,000
£000s
0
200
400
600
800
1,000
1,200
1,400
Fixed Pay
Annual Bonus
LTIP
In illustrating potential reward opportunities the following assumptions are made:
Fixed pay
Annual bonus
LTIP
Minimum
Salary as at 1 May 2017
No annual bonus payable
Threshold not achieved (0%)
Mid
Maximum
The CEO receives a
contribution of £15,000 pa
to her personal pension.
The CFO has opted out of
the pension scheme
Benefits for the most recent
financial year
On-target annual bonus payable
(50% of maximum)
Performance warrants threshold
vesting (25% of maximum)
Maximum annual bonus payable
Performance warrants full vesting
60
Card Factory plc Annual Report and Accounts 2017 APPROACH TO REMUNERATION FOR NEW DIRECTOR APPOINTMENTS
In determining appropriate remuneration for a new Director, the Committee will take into consideration all relevant
factors to ensure that arrangements are in the best interests of both Card Factory and its shareholders, and will be
mindful not to overpay on recruitment. In the cases of hiring or appointing a new Executive Director, the
Remuneration Committee may make use of all the existing components of remuneration, and remuneration
arrangements will normally be in line with those outlined in the future Policy table above, as follows:
Component
Approach
Maximum opportunity
Base salary
Pension
Benefits
The base salaries of new appointees will be determined based
on the experience and skills of the individual, internal relativities,
relevant market data and their current basic salary
n/a
New appointees may be offered pension arrangements based
on market competitive contribution rates
n/a
New appointees will be eligible to receive benefits in line
with the Policy which may include (but are not limited to)
the provision of a company car or car allowance, relocation
allowances
n/a
Annual bonus
The structure described in the Policy table will apply to new
appointees with the relevant maximum being prorated to
reflect the proportion of employment over the year
125% of salary
LTIP
SAYE
New appointees will be granted awards under the LTIP on
similar terms as other executives, as described in the
Policy table
175% of salary
New appointees will be invited to participate in the all-
employee SAYE scheme on identical terms as other
eligible employees
Savings are capped at the
prevailing HMRC limit at the time
employees are invited to
participate
The Committee may make an award in respect of a new appointment to ‘buy out’ incentive arrangements forfeited
on leaving a previous employer. In doing so, the Committee will take account of relevant factors including any
performance conditions attached to these awards, the likelihood of those conditions being met and the proportion
of the vesting period remaining. The total fair value of any such ‘buy out’ incentive arrangements will not exceed
that of awards forfeited on leaving the previous employer, and time to vesting will be matched.
In cases of appointing a new Executive Director by way of internal promotion, the approach will be consistent with
the policy for external appointees detailed above (save for ‘buy outs’). Where an individual has contractual
commitments made prior to their promotion to the Board, the Company will continue to honour these
arrangements. Measures used for below Board employees may be different from those used for Executive Directors
to tailor incentives to a particular division, role or individual.
In recruiting a new Non-Executive Director, the Remuneration Committee will use the Policy as set out in the table
on page 64.
SERVICE CONTRACTS AND EXIT PAYMENT POLICY
Executive Directors
The Committee sets notice periods for the Executive Directors of no more than 12 months. The Executive Directors
may be put on garden leave during their notice period (for up to six months), and the Company can elect to
terminate their employment by making a payment in lieu of notice equivalent to basic salary and benefits (including
pension contributions). Executive Directors’ service contracts are available to view at the Company’s registered
office and at the forthcoming AGM.
Executive Director
Darren Bryant
Karen Hubbard
Richard Hayes*
Date of service contract
30 April 2014
5 January 2016
30 April 2014
Notice period
9 months
9 months
12 months
* Richard Hayes retired from the Board at the end of June 2016.
61
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Directors’ Remuneration Report continued
If employment is terminated by the Company, the departing Executive Director may have a legal entitlement (under
statute or otherwise) to additional amounts, which would need to be met. In addition, the Committee may:
• settle any claims by or on behalf of the Executive Director in return for making an appropriate payment; and
• contribute to the legal fees incurred by the Executive Director in connection with the termination of employment,
where the Company wishes to enter into a settlement agreement (as provided for below) and the individual must
seek independent legal advice.
In certain circumstances, the Committee may approve new contractual arrangements with departing Executive
Directors including (but not limited to) settlement, confidentiality, outplacement services, restrictive covenants
and/or consultancy arrangements. These will be used sparingly and only entered into where the Committee
believes that it is in the best interests of the Company and its shareholders to do so.
The Company’s policy on termination payments is to consider the circumstances on a case-by-case basis, taking
into account the executive’s contractual terms, the circumstances of termination and any duty to mitigate. The
table below summarises how incentives are typically treated in different circumstances:
Plan
Scenario
Timing of vesting
Calculation of vesting/payment
Annual bonus
Default treatment
No bonus is paid
n/a
Death, injury, ill-health or
disability, retirement, or
any other reason the
Committee may determine
Normal payment date,
although the Committee has
discretion to accelerate
Change of control
Ordinarily accrued bonuses
will rollover into the new entity,
however, the Committee has
discretion to allow a bonus to
be paid immediately on a
change of control
The Committee will determine
the bonus outcome based on
circumstances and the date of
leaving. Performance against
targets is typically assessed at
the end of the year in the
normal way and any resulting
bonus will be prorated for time
served during the year
Where the Committee
determines that a bonus is
payable, performance against
targets will be assessed at the
point of change of control and
any resulting bonus will be
prorated for time served up to
the point of change of control.
If bonus targets are not met,
no bonus will be payable
Shares deferred as
part of annual bonus
Default treatment
Awards lapse
n/a
Death, injury, ill-health or
disability, retirement, or
any other reason the
Committee may determine
Normal vesting date,
although the Committee has
discretion to accelerate
Awards are not prorated
Change control
Immediately
Awards are not prorated
LTIP
Default treatment
Awards lapse
n/a
Normal vesting date,
although the Committee has
discretion to accelerate
Death, injury or disability,
redundancy, retirement,
the sale of the employing
company or business out
of the Group or any other
reason as the Committee
may determine
Change of control
Immediately
Any outstanding awards will
normally be prorated for time
and performance conditions
will be measured over the
normal performance period
(unless awards are
accelerated)
Any outstanding awards will
be prorated for time and
performance up to the point of
the change of control
SAYE
62
Treated in line with HMRC rules
Card Factory plc Annual Report and Accounts 2017 Non-Executive Directors
The Chairman and Non-Executive Directors were appointed on the dates set out in the table below. Their letters of
appointment set out the terms of their appointment and are available for inspection at the Group’s registered office
and at the AGM. Appointments are initially for three years (subject to annual re-election at the AGM) and unless
agreed by the Board, they may not remain in office for a period longer than six years, or two terms in office,
whichever is shorter. The Chairman and the Non-Executive Directors may resign from their positions but must serve
the Board six and one months’ written notice respectively.
Non-Executive Director
Geoff Cooper
Octavia Morley
David Stead
Paul McCrudden
Letter of appointment date
30 April 2014
30 April 2014
30 April 2014
1 December 2014
Other than the one-off option grant awarded to the Chairman pre-IPO in May 2014 in connection with his
appointment (as detailed on page 71 of the Annual Report on Remuneration), Non-Executive Directors are not
eligible to participate in the annual bonus or any equity schemes, do not receive any additional pension or benefits
on top of the fees disclosed on page 68, and are not entitled to a termination payment.
CONSIDERATION OF EMPLOYEE REMUNERATION AND EMPLOYMENT CONDITIONS IN GROUP
The Committee considers the remuneration and employment conditions elsewhere in the Group when determining
remuneration for Executive Directors. The Committee does not currently consult specifically with employees on the
executive remuneration Policy, but will keep this policy under review.
CONSIDERATION OF SHAREHOLDER VIEWS
When determining remuneration, the Committee takes into account the guidelines of shareholder bodies and
shareholders’ views. The Committee is open to feedback from shareholders on remuneration policy and
arrangements, and commits to undergoing consultation in advance of any significant changes to remuneration
policy. The Committee continues to monitor trends and developments in corporate governance and market
practice to ensure the structure of the executive remuneration remains appropriate.
EXTERNAL DIRECTORSHIPS
The Committee acknowledges that Executive Directors may be invited to become Independent Non-Executive
Directors of other quoted companies which have no business relationship with the Company and that these duties
can broaden their experience and knowledge to the benefit of the Company.
Executive Directors are permitted to accept such appointments with the prior approval of the Chairman. Approval
will only be given where the appointment does not present a conflict of interest with the Group’s activities and the
wider exposure gained will be beneficial to the development of the individual. Where fees are payable in respect of
such appointments, these would be retained by the Executive Director.
63
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Directors’ Remuneration Report continued
POLICY TABLE FOR NON-EXECUTIVE DIRECTOR REMUNERATION
The key components of Non-Executive Directors’ remuneration are as follows:
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Non-Executive
Directors’ fees
To attract Directors with
the appropriate skills and
experience, and to reflect
the time commitment in
preparing for and
attending meetings,
the duties and
responsibilities of the role
and the contribution
expected from the
Non-Executive Directors
Annual fee for Chairman and
Non-Executive Directors
Additional fees paid for
additional roles or time
commitment, eg chairing
Board Committees
Non-Executive Directors
do not participate in any
incentive schemes or
receive any other benefits
(other than nominal
travel expenses)
Any increases to NED fees will
be considered as a result of the
outcome of a review process
and taking into account wider
market factors, eg inflation
Performance of the
Board as a whole will
be reviewed regularly
as part of a Board
evaluation process
The maximum aggregate annual
fee for all directors provided in
the Company’s Articles of
Association is £1,000,000 pa
Further details of current fees
are included in the Annual
Report on Remuneration
64
Card Factory plc Annual Report and Accounts 2017 ANNUAL REPORT ON REMUNERATION
This is the Annual Report on Remuneration for the financial year ended 31 January 2017. This report sets out how
the Policy has been applied in the financial year being reported on, and how it will be applied in the coming year.
REMUNERATION COMMITTEE MEMBERSHIP AND ADVISERS
The Remuneration Committee consists of three Independent Non-Executive Directors: Octavia Morley (Chairman),
David Stead and Paul McCrudden, and the Non-Executive Chairman, Geoff Cooper. A more detailed explanation of
the Remuneration Committee’s role is set out in the Corporate Governance Report on pages 42 and 43 and a copy
of its terms of reference, which comply with the UK Corporate Governance Code, are available on Card Factory’s
investor relations website (www. cardfactoryinvestors.com).
The Committee fulfils its duties with a combination of both formal meetings and informal consultation with relevant
parties internally and externally. Its principal external advisers are Kepler, a brand of Mercer, who were appointed
by the Committee, and who also provide remuneration advice to the Company. Kepler, and its parent company
Mercer, do not provide any other services to the Company. Kepler is a signatory to the Code of Conduct for
Remuneration Consultants in the UK, details of which can be found on the Remuneration Consultants Group’s
website at www.remunerationconsultantsgroup.com. Accordingly, the Committee is satisfied that the advice
received from Kepler is objective and independent. Fees paid to Kepler for the financial year were £8,285 which
were charged on the basis of time and materials.
COMMITTEE ACTIVITIES
During 2016/17, the Committee met to consider the following remuneration matters:
• to determine 2016 grants of LTIP awards and associated targets;
• to review current shareholdings of Executive Directors;
• to authorise payment of annual bonuses in respect of 2015/16 to Executive Directors and members of the senior
management team;
• to agree salary reviews, annual bonus opportunity and annual bonus targets in respect of 2016/17 for the
Executive Directors and members of the senior management team;
• to ratify the terms of the 2017 grant under the all employee ‘save as you earn’ scheme;
• to review developing trends in remuneration governance; and
• to formally approve the Directors’ Remuneration Report set out in this Annual Report.
SINGLE FIGURE OF TOTAL REMUNERATION FOR EXECUTIVE DIRECTORS – AUDITED
The table below sets out a single figure for the total remuneration received by each Executive Director employed
by the Company during the period for the year ended 31 January 2017 and the prior year:
Salary
Pension benefit
Taxable benefits2
Non-taxable benefits3
Annual bonus4
LTIP5
SAYE6
Other7
Total
Karen Hubbard
Darren Bryant
Richard Hayes1
2016/17
2015/16
2016/17
2015/16
2016/17
2015/16
£418,186
£14,067
£23,003
£3,205
£104,849
n/a
–
£130,000
£693,310
n/a
£352,002
n/a
–
n/a
£8,000
n/a
£3,389
n/a
£70,747
n/a £264,894
n/a
–
n/a
n/a
£345,100
–
£8,000
£3,847
£273,972
n/a
£1,148
n/a
£191,250
£154
£21,118
£2,348
–
£288,375
–
n/a
£456,750
£365
£35,355
£5,526
£453,263
n/a
£459
n/a
n/a
£699,032
£632,067
£503,245
£951,718
1. Richard Hayes retired from the Board at the end of June 2016.
2. Taxable benefits include: car or car allowance (Karen Hubbard: £21,614, Darren Bryant: £8,000 allowance, Richard Hayes 2016/17: £15,395, 2015/16:
£25,652); fuel allowance (Richard Hayes , 2016/17: £4,876, 2015/16: £7,977); and family private medical insurance.
3. Karen Hubbard and Darren Bryant (and formerly Richard Hayes) are members of the Group Life Assurance Scheme. The amounts stated relate to
insurance premiums paid by the Group.
4. Annual bonus paid for performance over the relevant financial year. Darren Bryant’s annual bonus will be paid in cash. In accordance with the Policy, one
third of Karen Hubbard’s bonus payment will be deferred in shares for three years as she has not met the relevant shareholding requirement. The shares
have no vesting conditions and Karen will be entitled to receive them in three years. Further details on performance criteria, achievement and resulting
awards for the financial year ended 31 January 2017 can be found on page 66.
5. 2014 LTIP awards are expected to vest as to 46.6% on or around 20 May 2017, based on 3-year performance to 31 January 2017. The award for Richard
Hayes will be pro-rated to reflect his retirement date. The value for 2016/17 in the table above has been calculated using the 3-month average share price
to 31 January 2017 of 251p; no awards were due to vest during 2015/16.
6. Embedded value of SAYE options at grant. There are no performance conditions.
7. As previously disclosed, as part of her recruitment package, and in order that Karen Hubbard was able to take up her position at a time to allow a suitable
handover with the outgoing CEO, the Committee approved a like-for-like buyout of her forfeited bonus, which was assessed to have a fair value of
£130,000, with the time of payment matched to that of the forfeited award.
65
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Directors’ Remuneration Report continued
SALARY
During the year the Remuneration Committee reviewed the salary of the CEO who was awarded an increase of 2%
in line with increases for the wider workforce. Given that Darren Bryant has informed the Board that he wishes to
retire following the appointment of a successor and an appropriate handover period, his salary has not been
reviewed. The salaries of the Executive Directors are, with effect from 1 May 2017, as follows:
Executive Director
Karen Hubbard
Darren Bryant
Richard Hayes1
1 May 2017
1 May 2016
£453,900 £445,000
£353,736
£353,736
n/a £459,000
1. Richard Hayes retired from the Board at the end of June 2016.
EXECUTIVE DIRECTORS’ PENSION ARRANGEMENTS
Darren Bryant opted-out of the auto enrolment pension arrangements and no pension contributions were made for
him for the year under review. From appointment as a Director the CEO has received a contribution to her personal
pension of £15,000 pa. For 2017/18, the Executive Directors pension arrangements will be unchanged.
ANNUAL BONUS
The Group operates an annual performance-related bonus scheme for a number of the senior management team
including Executive Directors. Bonus opportunities for 2016/17 were 125% of salary (pro-rated for time in role) for
Karen Hubbard and 100% of salary for Darren Bryant. Richard Hayes did not participate in the 2016/17 annual
bonus. Annual bonus awards granted to Executive Directors’ in respect of 2016/17 were as follows:
Executive Director
Karen Hubbard
Darren Bryant
Richard Hayes
Bonus1
£104,849
£70,747
n/a
1. Darren Bryant’s annual bonus will be paid in cash. In accordance with the Policy, one third of Karen Hubbard’s bonus payment will be deferred in shares
for three years as she has not met the relevant shareholding requirement. The shares have no vesting conditions and Karen will be entitled to receive them
in three years.
The awards in respect of 2016/17 were based on EBITDA and subject to a personal performance underpin. Personal
performance is assessed based on balanced achievement against the four pillars of the agreed growth strategy
(see pages 8 and 9 of the Strategic Report), to ensure the foundations for future growth are laid, as well as
delivering in the current year. The EBITDA performance targets for the year were:
Performance level
Threshold
Maximum
2016/17 EBITDA
target
Percentage of
maximum
bonus awarded
£98.3m
£101.9m
15%
100%
For levels of performance between the points set out in the tables, vesting would be determined on a straight-line,
pro rata basis. No bonus is awarded for performance below the threshold. The range between threshold and
maximum has been drawn relatively tightly in line with the relative consistency of business performance. In the
financial year ended 31 January 2017, Card Factory achieved underlying EBITDA of £98.5m. The Committee
assessed the personal performance underpin to have been achieved based on balanced achievement against the
four pillars of the agreed growth strategy, and as such, annual bonuses were awarded at 20% of maximum.
ANNUAL BONUS FOR 2017/18
For the financial year ending 31 January 2018, the Committee will operate the annual bonus using the same
measures as were used in 2016/17. The EBITDA targets have been set by the Committee and will require Executive
Directors to deliver significant stretch performance. Given the close link between these targets and Card Factory’s
competitive strategy, EBITDA targets are considered commercially sensitive but will be published in the following
year’s Annual Report on Remuneration.
The use of an EBITDA performance measure, in the opinion of the Committee, focuses management on strong annual
financial performance and is heavily dependent on the Company’s success in achieving its short and long-term strategic
goals. The overall assessment of personal performance, assessed based on balanced achievement against the four
pillars of the agreed growth strategy, helps ensure that the Executives’ behaviours support longer-term value creation.
66
Card Factory plc Annual Report and Accounts 2017 LONG TERM INCENTIVE PLAN (‘LTIP’) – AUDITED
Grants of awards under the LTIP in 2016
Awards under the LTIP were granted to the Executive Directors on 30 September 2016. Awards were made over
shares worth 175% of basic salary for Karen Hubbard and 150% of salary for Darren Bryant. Awards that vest (after
any sales required to pay tax and social security contributions) will be subject to a 2-year holding period.
Executive
Karen Hubbard
Darren Bryant
Number of LTIP shares
awarded
Face/maximum value of
awards at grant date1
% of award vesting at
threshold and (Maximum)
235,485
160,448
£778,750
£530,604
25% (100%)
25% (100%)
Performance period
1.2.16–31.1.19
1.2.16–31.1.19
1. Based on the average middle market quotation of a share in the capital of the Company for the six months prior to the date of award, 30 September 2016,
of 330.7p.
2016 LTIP vesting schedule
100%
25%
g
n
i
t
s
e
v
s
d
r
a
w
a
P
T
L
f
o
%
I
5% pa
10% pa
3-year EPS growth
The primary performance targets attached to those awards, based on annual EPS growth over three financial years
starting with that in which the award is granted, are illustrated in the chart above. For the purposes of the LTIP, EPS
is adjusted to add back the additional financing expense resulting from the payment of special dividends. In
addition, for awards to vest, the Remuneration Committee needs to be satisfied that the Company’s return on
capital has been broadly consistent with historic levels.
The use of an EPS growth performance measure, in the opinion of the Committee, focuses management on
continued strong financial performance and is heavily dependent on the Company’s success in achieving its
strategic goals. The Committee believes that a returns underpin appropriately reinforces the need to focus on
returns for shareholders and encourages capital discipline.
As disclosed to the market in October 2016, having consulted with shareholders and considered in detail the
strategic objectives of the business and the opportunities for growth over the three year performance period, the
Remuneration Committee set the EPS performance measures with threshold vesting (25% of maximum award) at
5% compound annual EPS growth rate (‘EPS CAGR') (2015: 9%) and maximum vesting (100% of award) at 10% EPS
CAGR (2015: 15%). In addition, for awards to vest, the Company’s return on capital must be consistent with historic
levels, reinforcing the focus on returns for shareholders. The Committee feels these future targets are stretching
and balance the need to appropriately incentivise management whilst providing assurance to shareholders that the
targets support the long-term profitable growth of the business.
LTIP awards in 2017
For 2017, the Committee intends to grant LTIP awards to Executive Directors in line with the Policy using the same
performance measures as were used in 2016. In accordance with the Policy, the Remuneration Committee will
review the corresponding targets ahead of the 2017 grant to ensure they are appropriately stretching over the
performance period and deliver strong earnings growth and capital returns, whilst being mindful of the potential
cost pressures facing the sector over the three year period. Awards will be made over shares worth 175% of basic
salary for the CEO and 150% of salary for the CFO and details of the awards will be set out in next year’s report and
at the time of their grant.
67
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials
Directors’ Remuneration Report continued
2014 LTIP awards vesting
Awards granted in 2014 under the LTIP were subject to the 3-year EPS compound annual growth targets of 9% pa
to 15% pa with 25% vesting at threshold, and were subject to a return on capital underpin. EPS performance over
the 3-year period 1 February 2014 to 31 January 2017 was 10.73% pa implying 46.6% vesting. The Committee has
reviewed return on capital over the same period and is satisfied that vesting of the awards is justified. As a result,
awards will vest on, or as soon as possible after, the third anniversary of the date of grant, 20 May 2017. Vested
awards will be subject to a 2-year holding period although, as previously disclosed and noted below, the Committee
disapplied this holding period for Richard Hayes on his retirement in June 2016.
SAYE
No SAYE awards were granted to Executive Directors during the year under review.
REMUNERATION FOR RETIRING DIRECTORS
Richard Hayes stepped down as CEO in mid-April and retired from the Board at the end of June. As outlined above,
he therefore did not receive an LTIP grant in 2016 nor was he eligible to receive any bonus for performance for the
financial year 2016/17.
As a good leaver he will, to the extent that they vest based on performance, receive his outstanding prorated LTIP
awards at the normal vesting date. The Committee has exercised an available discretion for good leavers to
disapply any holding period on vested LTIP awards, on the basis that his significant shareholding (see table on page
71) will continue to align his interests with that of other shareholders after he leaves the Board. The Committee did
not, however, exercise its available discretion to accelerate the vesting of his awards.
NON-EXECUTIVE DIRECTOR FEES
The fees payable to the Chairman and Non-Executive Directors take into account general economic and market
conditions, time commitment and responsibility, and the remuneration of Non-Executive Directors in similar
positions in comparable UK-listed companies. Changes are generally effective from 1 May. No increases were made
in the year under review and none are proposed for the current year.
Base fees
Chairman
Senior Independent Director
Non-Executive Director
Additional fees
Chair of the Remuneration Committee
Chair of the Audit and Risk Committee
2017/18
2016/17
£125,000
£49,000
£45,000
£125,000
£49,000
£45,000
£8,000
£8,000
£8,000
£8,000
SINGLE FIGURE OF TOTAL REMUNERATION FOR NON-EXECUTIVE DIRECTORS – AUDITED
The table below sets out a single figure for the total remuneration received by each Non-Executive Director for the
year ended 31 January 2017 and the prior year.
Base fee
Additional fees
Other
Total
Non-Executive Director
2016/17
2015/16
2016/17
2015/16
2016/17
2015/16
2016/17
2015/16
Geoff Cooper
Octavia Morley
David Stead
Paul McCrudden
£125,000 £125,000
£49,000 £49,000
£45,000 £45,000
£45,000 £45,000
£0
£8,000
£8,000
£0
£0
£8,000
£8,000
£0
£0
£0
£0
£0
£0 £125,000 £125,000
£0 £57,000 £57,000
£0 £53,000 £53,000
£0 £45,000 £45,000
PAYMENTS FOR LOSS OF OFFICE
No exit payments were made during the year.
PAYMENTS TO PREVIOUS DIRECTORS
No payments were made to past Directors in the year (other than those disclosed on page 65 in relation to Richard
Hayes’ retirement).
68
Card Factory plc Annual Report and Accounts 2017 HISTORICAL PERFORMANCE GRAPH AND CEO SINGLE FIGURE OF REMUNERATION
The graph below illustrates the total shareholder return performance of Card Factory against the FTSE 250 over
the period since the Group listed on 20 May 2014. The FTSE 250 has been chosen as it is a recognised broad equity
market index of which the Group is a member.
£100 invested TSR
)
£
(
O
P
I
t
a
d
e
t
s
e
v
n
i
0
0
1
£
f
o
e
u
a
V
l
£180
£160
£140
£120
£100
£80
£60
£40
£20
£0
Card Factory
FTSE 250
14 May 2014
31 January 2015
31 January 2016
31 January 2017
Source: Datastream
CEO
Single figure of remuneration (£’000)
Annual bonus outcome (% of max)
LTIP vesting (% of max)
2016/171
1,005
20.0%
46.6
2015/16
2014/15
951
79%
n/a
884
77%
n/a
1. For 2016/17 this represents the aggregate single figure for Karen Hubbard (from date of appointment as CEO) and Richard Hayes (to date of stepping
down as CEO).
CHANGE IN CEO CASH REMUNERATION, 2015/16 TO 2016/17
Salary
Taxable benefits
Annual variable
Change in CEO
pay over the
year1
Average change
across all
employees2
(1.9)%
(13.6)%
(76.9)%
6.56%
–
(26.0)%
1. For 2016/17 this represents the aggregate single figure for Karen Hubbard (from date of appointment as CEO) and Richard Hayes (to date of stepping
down as CEO).
2. Permanent store employees (representing c 90% of all permanent employees).
69
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials
Directors’ Remuneration Report continued
DISTRIBUTION STATEMENT
The charts below illustrate the year-on-year change in total remuneration for all employees and total shareholder
distributions.
£m
100
90
80
70
60
50
40
30
20
10
0
Total remuneration
for all employees
+8.5%
87.2
94.6
2015/16
2016/17
Special dividend
Total shareholder
distributions
+2.6% (including special dividend)
+7.1% (excluding special dividend)
80.0
82.2
28.9
31.1
£m
90
80
70
60
50
40
30
20
10
0
STATEMENT OF SHAREHOLDER VOTING
The following table shows the results of the shareholder votes on the 2015 Directors’ Remuneration Policy at the
2015 Annual General Meeting and on the Annual Report on Remuneration at the 2016 Annual General Meeting:
Remuneration Policy (2015)
Annual Report on Remuneration (2016)
Total number of
votes
% of votes cast
Total number of
votes
For (including discretionary)
284,523,755
98.32%
282,022,199
Against
Total votes cast (excluding withheld votes)
Total votes withheld1
Total votes cast (including withheld votes)
4,872,781
289,396,536
102,680
289,499,216
1.68%
100%
–
–
82,813
282,105,012
9,403
282,114,415
% of votes cast
99.97%
0.03%
100%
–
–
1. A withheld vote is not a vote in law and is not counted in the calculation of the proportion of votes cast for and against a resolution.
DIRECTORS’ SHAREHOLDINGS AND INTEREST IN SHARES – AUDITED
The Committee sets shareholding guidelines for Executive Directors. The current guideline is to build and maintain,
over time, a personal (and/or spousal) holding of shares in the Company equivalent in value to at least 150% of the
Executive Director’s annual base salary (200% for the CEO). The Chief Financial Officer currently significantly
exceeds this requirement. The Chief Executive Officer joined the Company on 22 February 2016, and therefore has
not yet met the shareholding guideline. She has purchased shares during the year as set out in the table on page 71,
but no awards received by her under the share incentive schemes operated by the Company have vested as at the
date of this report. The guidelines also state that an Executive Director is expected to (i) retain at least half of
vested LTIP shares, after the sale of sufficient shares to cover tax and national insurance contributions triggered by
the exercise (and associated dealing costs); and (ii) defer one third of any earned net annual bonus into shares for
three years, until the guideline level is achieved.
70
Card Factory plc Annual Report and Accounts 2017 Director
Owned outright1
Executive Directors
Karen Hubbard
Darren Bryant
Richard Hayes
Non-Executive Directors
Geoff Cooper
Octavia Morley
David Stead
Paul McCrudden
39,404
5,676,087
6,687,456
293,332
13,333
22,222
0
Shares held
Options held
Unvested
and not
subject to
performance
Unvested and
subject to
performance
Vested but
not exercised
Unvested and
subject to
continued
employment
Current
shareholding
(% of salary/
fee2)
Shareholding
requirement
(% of salary/
fee)
Guideline
met?
0 235,485
0 570,765
0 633,5793
0
0
0
0
3,103
1,241
22%
4,012%
3,648%
200%
150%
200%
No
Yes
Yes
0
0
0
0
0
0
0
0
0 146,666
0
0
0
0
0
0
587%
58%
105%
0%
Including shares owned by connected persons.
1.
2. Calculated using the closing share price of the Company on 31 January 2017 of 250p.
3. As disclosed elsewhere in this report, the awards for Richard Hayes will be pro-rated to reflect his retirement date.
There have been no changes in the numbers of shares owned by the Directors and their connected persons between
the end of the year and the date of this report.
DETAILS OF DIRECTORS’ INTERESTS IN SHARES IN INCENTIVE PLANS
Date of
grant
Share
price
at grant
Exercise
price
Number of
shares awarded
Face value
at grant
Performance period
Exercise period
Karen Hubbard
LTIP
Darren Bryant
LTIP
SAYE
Richard Hayes
LTIP
Geoff Cooper
Pre-IPO options4
30.9.16
330.7p2
n/a
235,485
£778,750
1.2.16–31.1.19
n/a
20.5.143
1.4.153
30.9.16
26.6.15
225p
277.7p1
330.7p2
327p
n/a
n/a
n/a
290p
226,666
183,651
160,448
3,103
£510,000
£510,000
£530,604
£10,147
1.2.14–31.1.17
1.2.15–31.1.18
1.2.16–31.1.19
n/a
20.5.143
1.4.153
225p
277.7p1
n/a
n/a
350,000
283,579
£787,500
£787,500
1.2.14–31.1.17
1.2.15–31.1.18
n/a
n/a
n/a
1.8.18–31.1.19
n/a
n/a
20.5.14
225p
225p
146,666 £330,000
n/a
20.5.17
1. Based on the average middle market quotation of a share in the capital of the Company for the three months prior to the date of award, 1 April 2015,
of 277.7p.
2. Based on the average middle market quotation of a share in the capital of the Company for the six months prior to the date of award, 30 September 2016,
of 330.7p.
3. 2014 LTIP awards are expected to vest on 20 May 2017 as to 46.6% of maximum. As disclosed elsewhere in this report, the 2014 and 2015 LTIP awards for
Richard Hayes will be pro-rated to reflect his retirement date.
4. In connection with his appointment, Geoff Cooper was given the option to invest £330,000 in the Company by means of an acquisition of ordinary shares
as part of, or alongside, the offer of shares conducted in conjunction with the IPO at the offer price of 225p per share. Geoff took up this offer at the time
of the IPO and agreed to acquire 146,666 ordinary shares and this has entitled him, on each of the second and third anniversaries of the date of the
completion of the IPO, to make further investments of £330,000 in the Company by purchasing a further 146,666 ordinary shares at the offer price.
Geoff’s entitlement to make such purchases is conditional upon and subject to his remaining as Chairman of the Company on the relevant dates. It is not
intended to offer the Chairman or Non-Executive Directors participation in similar arrangements in the future. Geoff Cooper exercised 146,666 pre-IPO
options on 24 May 2016.
Approved by the Board of Card Factory plc on 27 March 2017 and signed on its behalf by
Octavia Morley
Chairman of the Remuneration Committee
27 March 2017
71
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials
Chairman’s Letter – Nomination Committee
Geoff Cooper
Chairman of the Nomination Committee
Dear Shareholder
The main focus of the Nomination Committee over the last year has been supporting our new CEO, Karen Hubbard,
through an extensive induction programme which gave her the opportunity to engage with all parts of the business.
Karen’s induction enabled her to fully assess the Group’s four pillar strategy and development of the Group’s
management team. She identified how to continue to drive this strategy as well as identifying longer-term
opportunities to develop the business.
The Committee, working with Karen, has also considered in detail her proposals for improving the Group’s
capabilities, organisation and the development of the management team. Additionally, the Committee have begun
discussing succession planning, although work on this will now accelerate following the appointment of a Group
Human Resources Director who can service the Committee’s needs more directly.
In January 2017, Darren Bryant, the Group’s CFO for the last 8 years, informed the Board of his wish to retire in due
course, once a suitable successor is identified.
A professional search firm has been appointed by the Committee with a brief to undertake a rigorous search
process to identify and approach experienced candidates with the skills and experience to work closely with the
Board and the senior management team in driving our existing four pillar strategy. The Committee is being assisted
in its work by Karen Hubbard, our Chief Executive Officer, who is fully involved in the selection process.
It is critical that Darren’s successor builds on his exemplary work in driving the evolution and delivery of the Group’s
strategy, and building and leading a finance team to support this. Darren is committed to providing his successor
with a thorough and detailed handover and, with the support of the Committee, Karen will create a detailed
induction plan.
Finally, the members of the Committee have begun a programme of regular one-to-one meetings with members of
the management team to understand management engagement.
In the coming years, the Nomination Committee’s priority will be to continue to support the development,
engagement and succession planning for the management team to ensure the Company can continue delivering
the strategy and enhance shareholder value.
Yours sincerely
Geoff Cooper
Chairman of the Nomination Committee
27 March 2017
72
Card Factory plc Annual Report and Accounts 2017
Nomination Committee Report
This report provides details of the role of the
Nomination Committee, the work it has undertaken
during the year and details of how it intends to carry
out its responsibilities going forwards.
ROLE OF THE NOMINATION COMMITTEE
The purpose of the Committee is to assist the Board by
keeping the composition of the Board under review and
by conducting a rigorous and transparent process when
new appointments to the Board are made.
A more detailed explanation of the Nomination
Committee’s role is set out in the Corporate Governance
Report on page 43 and the Committee’s terms of
reference, which are published on Card Factory’s
investor website (www.cardfactoryinvestors. com),
comply with the UK Corporate Governance Code.
MEMBERSHIP
The Nomination Committee is chaired by Geoff Cooper,
and its other members are Octavia Morley, David Stead
and Paul McCrudden.
The Chief Executive Officer attended the two meetings
held this year by invitation. The Company Secretary
acts as secretary to the Committee.
MEETINGS
As currently constituted, the Committee met twice
during the year with details of attendance set out in the
Corporate Governance Report on page 40.
COMMITTEE ACTIVITY IN 2016/17
The Committee’s main activity during the year, as
described in more detail in the introductory letter to
this report, was to support our Chief Executive Officer’s
extensive induction programme.
Welcoming our new CEO
Karen Hubbard’s induction process took place over
three months with extensive input and involvement of
the Group’s retiring CEO Richard Hayes. Karen’s
induction covered all parts of the Group, and included:
• one-to-one meetings with senior management team
members;
• meetings with the Chairman and Non-Executive
Directors;
• attending Board and divisional board meetings;
• attending colleague listening groups;
• ‘immersion’ time at our online subsidiary, Getting
Personal;
• a tour and meetings with senior management at our
in-house print facility, Printcraft;
• an introduction to the design studio and how it
operates;
• working in Card Factory stores and the warehouses
at the Group’s distribution centre in Wakefield;
• nationwide store visits with the Group’s Retail
Operations Director, Commercial Director and
previous CEO, Richard Hayes;
• attending the preliminary results presentation and an
introduction to investors during April 2016; and
• meetings and days out with Regional Managers, Area
Managers and Store Managers.
COMMITTEE’S FOCUS FOR THE FUTURE
The Nomination Committee’s priority over the coming
year will be to continue to develop the succession
planning process for all key roles in our senior
management team and, in particular, to conduct a
rigorous search and selection process for a successor
to our CFO, Darren Bryant.
In addressing this, succession planning policy will:
• focus on the needs of the business over the medium
to longer term and the importance of maintaining the
appropriate balance of skills and experience across
both the executive management team and among the
Non-Executive Directors; and
• recognise that the Group’s best interests are served
by ensuring that the individuals who lead the Group
represent a range of skills, experiences, backgrounds
and perspectives, including gender but who at all
times are most suitable people for their roles.
GENDER AND ETHNIC DIVERSITY
Our policy is that the Board should always be of mixed
gender and ethnically diverse, but we feel that quotas
are not appropriate as they are likely to lead to
compromised decisions on Board membership, quality
and size.
We will, however, seek to ensure that specific effort is
made to bring forward female candidates and those
from a range of ethnic backgrounds for Board
appointments. We will also monitor the Group’s
approach to people development to ensure that it
continues to enable talented individuals, from both
genders and from all ethnic groups, to enjoy career
progression activities within the Group.
Details of the gender balance within the Group are set
out in the Corporate Social Responsibility report on
page 31.
BOARD EVALUATION
The Board conducted its second internal evaluation
during the year which was led by the Chairman and
facilitated by the Company Secretary. Further details
are set out in the Corporate Governance Report on
page 44. Board evaluation will continue to be
conducted on an annual basis and the Board will, as
required by the UK Corporate Governance Code, later
this year (its third year since composition) engage with
an external agency to assist in the process.
7373
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Nomination Committee Report continued
TENURE AND RE-ELECTION OF DIRECTORS
In accordance with the UK Corporate Governance Code,
all the Directors will seek re-election at the next AGM on
25 May 2017.
This report was reviewed and approved by the Board on
27 March 2017.
Geoff Cooper
Chairman of the Nomination Committee
27 March 2017
7474
Card Factory plc Annual Report and Accounts 2017 Directors’ Report
The Directors present their report together with the
audited financial statements for the year ended
31 January 2017.
INTRODUCTION
This section of the Annual Report and Accounts includes
additional information required to be disclosed under the
Companies Act 2006 (‘the Companies Act’), the UK
Corporate Governance Code 2014 (‘ the Code’ or ‘the UK
Corporate Governance Code’), the Disclosure and
Transparency Rules (‘the DTRs’) and the Listing Rules
(‘the Listing Rules’) of the Financial Conduct Authority.
Some of the information we are required to include in
the Directors’ Report is included in other sections of this
Annual Report and Accounts and is referred to below.
Where reference is made to these other sections, they
are incorporated into this report by reference.
INCORPORATION, LISTING AND STRUCTURE
The Company was incorporated and registered in
England and Wales on 17 April 2014 under the
Companies Act with registration number 9002747.
The entire issued ordinary share capital of the Company
is admitted to the premium listing segment of the
Official List of the Financial Conduct Authority and to
trading on the London Stock Exchange plc’s main
market for listed securities. The liability of the members
of the Company is limited.
The Company is domiciled in the United Kingdom and
its registered office is at Century House, Brunel Road,
Wakefield 41 Industrial Estate, Wakefield, West
Yorkshire WF2 0XG. The telephone number of the
Company’s registered office is +44 1924 839150.
STRATEGIC REPORT
The Strategic Report, which was approved by the Board
on 27 March 2017 and is set out on pages 2 to 33,
contains a fair review of the Group’s business, a
description of the principal risks and uncertainties
facing the Group and an indication of the likely future
developments in the business of the Group.
The review is intended to be a balanced and
comprehensive analysis of the development and
performance of the Group’s business during the
financial year and the position of the Group’s business at
the end of that year. The report includes, to the extent
necessary for an understanding of the development,
performance or position of the Group’s business,
analysis using financial key performance indicators.
The Strategic Report also includes the main trends and
factors likely to affect the future development,
performance and position of the Group’s business. It also
includes information about environmental matters, the
Group’s employees and social and community issues.
This Directors’ Report should be read in conjunction
with the Strategic Report, which also contains details of
the principal activities of the Group during the year.
When taken together, the Strategic Report and this
Directors’ Report constitute the management report for
the purposes of DTR 4.1.8R.
RESULTS AND ORDINARY DIVIDENDS
The consolidated profit for the Group for the year after
taxation was £65.7m (FY16: £66.4m). The results are
discussed in greater detail in the Chief Financial
Officer’s Review on pages 18 to 22.
A final dividend of 6.3 pence per share (FY16: 6.0
pence) is proposed in respect of the period ended 31
January 2017 to add to an interim dividend of 2.8 pence
per share (FY16: 2.5 pence) paid on 25 November 2016.
The final dividend will, subject to shareholders’ approval
at the AGM on 25 May 2017, be paid on 9 June 2017 to
shareholders on the register on 5 May 2017.
SPECIAL DIVIDEND
A special dividend of 15 pence per share was paid to
shareholders on 25 November 2016.
POST YEAR END EVENTS
There have been no significant post year end events.
SHARE CAPITAL, SHAREHOLDERS AND
RESTRICTIONS ON TRANSFERS OF SHARES
The Company has only one class of shares, ordinary
shares of 1p each.
Further details of the Company’s share capital, including
changes in the issued share capital in the year under
review, are set out in note 19 to the financial statements
which form part of this report on page 105. There have
been no further changes in the Company’s share capital
between the end of the financial year under review and
the date of the approval of this report.
Details of awards outstanding under share based
incentive schemes are given in note 25 to the financial
statements which form part of this report on pages 111
and 112. Details of the share based incentive schemes in
place are provided in the Directors’ Remuneration
Report on pages 53 to 71.
The rights and obligations attaching to the ordinary
share capital of the Company are contained within the
Company’s Articles of Association (‘Articles’) which
were adopted on 17 April 2014.
The Articles do not contain any restrictions on the transfer
of ordinary shares in the Company other than the usual
restrictions applicable where any amount is unpaid on a
share. Certain restrictions are also imposed by laws and
regulations (such as insider trading and marketing
requirements relating to close periods) and requirements
of the Listing Rules whereby Directors and certain
employees of the Company require approval of the
Company in order to deal in the Company’s shares.
7575
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Directors’ Report continued
SHAREHOLDER AND VOTING RIGHTS
All members who hold ordinary shares are entitled to
attend and vote at the AGM. On a show of hands at a
general meeting every member present in person shall
have one vote and on a poll, every member present in
person or by proxy shall have one vote for every
ordinary share held. No shareholder holds ordinary
shares carrying special rights relating to the control of
the Company.
SUBSTANTIAL SHAREHOLDERS
At 27 March 2017 the following had notified the
Company of a disclosable interest in 3% or more of the
nominal value of the Company’s ordinary shares:
Shareholder
Number of
ordinary shares
Percentage
of share
capital
POWERS OF DIRECTORS
Specific powers of the Directors in relation to shares
and the Company’s Articles of Association are referred
to in the Corporate Governance Report on pages 44
and 45.
DIRECTORS’ INDEMNITIES AND INSURANCE
Information relating to Directors’ indemnities and the
Directors and Officers’ liability insurance the Company
has purchased is set out in the Corporate Governance
Report on page 45.
EMPLOYEES
Information relating to employees of the Group is set
out in the Corporate Social Responsibility Report on
pages 30 and 31.
Invesco Perpetual Asset Management Ltd
Artemis Investment Management LLP
Majedie Asset Management
Stuart Middleton
Old Mutual Global Investors
92,934,374
33,832,285
28,380,945
18,035,477
15,677,591
27.3
9.9
8.3
5.3
4.6
Share incentive schemes in which employees participate
are described in the Directors’ Remuneration Report on
page 58 and in note 25 to the financial statements on
pages 111 and 112.
CHANGE OF CONTROL
There are no agreements between the Company and its
Directors or employees providing for additional
compensation for loss of office or employment (whether
through resignation, redundancy or otherwise) that
occurs because of a takeover bid.
The only significant agreement to which the Company is
a party that takes effect, alters or terminates upon a
change of control of the Company following a takeover
bid, and the effect thereof, is the Company’s committed
bank facility dated 17 April 2014 (as amended and
restated on 24 June 2015) which contains a provision
such that, in the event of a change of control the facility
may be cancelled and all outstanding amounts, together
with accrued interest, will become repayable on the date
falling 30 days following written notice being given by
the lenders that the facility has been cancelled.
TRANSACTIONS WITH RELATED PARTIES
The only material transactions with related parties
during the year were those transactions detailed in note
28 on page 112 of the Annual Report and Accounts.
DIRECTORS
The Directors of the Company and their biographies are
set out on pages 34 to 36. Details of changes to the
Board during the period are set out in the Corporate
Governance Report on pages 38 and 39. Details of how
Directors are appointed and/or removed are set out in
the Corporate Governance Report on page 44.
7676
HEALTH AND SAFETY
An overview of health and safety is provided in the
Corporate Social Responsibility Report on page 30.
GREENHOUSE GAS EMISSIONS
The Corporate Social Responsibility Report on pages 29
and 30 sets out the greenhouse gas emissions
disclosures required by the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations
2013.
POLITICAL DONATIONS
The Group has not made any political donations in the
past and does not intend to make any in the future.
TREASURY AND RISK MANAGEMENT AND
FINANCIAL INSTRUMENTS
The Group’s approach to treasury and financial risk
management is explained in the Principal Risks and
Uncertainties section on page 25. In that section,
beginning on page 23, there is also a list of the principal
risks and uncertainties that affect or are likely to affect
the Group. The financial position of the Group, its cash
flow, liquidity position and borrowing facilities are
described in the Chief Financial Officer’s Review on
pages 18 to 22.
TAX
The Group pays corporation tax on its operations in the
United Kingdom and does not operate in any tax havens,
or use any tax avoidance schemes. A copy of the Group’s
tax strategy is available on Card Factory’s investor website
(www.cardfactoryinvestors.com).
GOING CONCERN
Taking into account current and anticipated trading
performance, current and anticipated levels of
borrowings, and the availability of borrowing facilities
and exposures to and management of the financial risks
Card Factory plc Annual Report and Accounts 2017 detailed in the Strategic Report on pages 2 to 26, the
Board is of the opinion that, at the time of approval of
these financial statements, there is a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the period outlined
in the viability statement below. Accordingly, the
financial statements continue to be prepared on a going
concern basis.
LONGER-TERM VIABILITY
In accordance with the UK Corporate Governance Code,
the Directors have assessed the viability of the Group
over the three years to 31 January 2020. This
assessment has been made taking into account the
Group’s current position, plans and principal risks and
uncertainties described in the Strategic Report on
pages 2 to 26.
The Directors have determined that a three year period
to 31 January 2020 is an appropriate period over which
to provide its viability statement. This is the period
reviewed by the Board in its strategic planning process.
In making this statement, the Board has carried out a
robust assessment of the principal risks facing the
Group, including those that would threaten its business
model, future performance, solvency or liquidity.
The Board has reviewed the Group’s detailed three year
strategic plan, a process it undertakes on an annual
basis, including an assessment of key operational and
financial assumptions. The output of this plan is also
used to analyse forecast debt and covenant headroom
and includes a review of sensitivities to business as
usual risks. These risks include the consideration of
factors which could impact forecast sales levels (for
example, like-for-like sales, new store openings and
online growth rates) and factors which could impact
profitability (for example, foreign exchange rates, wage
costs, property costs and the success of various
business efficiency initiatives). The results take into
account the availability and likely effectiveness of
mitigating actions that could be taken to avoid or
reduce the impact or occurrence of the underlying risks.
The scenarios modelled represent more extreme
circumstances than the Company has ever experienced.
Whilst this review does not consider all of the risks that
the Group might face, the Directors consider that this
stress-testing based assessment of the Group’s
prospects is reasonable in the circumstances of the
inherent uncertainty involved.
The Board also considers cash flow forecasts, the
availability of financing and the Group’s plans to return
surplus cash to shareholders. The Group remains highly
cash generative and has significant headroom on all of
the covenants in its committed banking facility which
expires in 2020. In assessing potential returns of surplus
cash to shareholders, the Board will take into account,
inter alia, expected cash generation, the actual and
projected leverage ratio and the ongoing capital
requirements of the business. Such returns of surplus
cash are therefore discretionary and within the control
of the Board.
Based on this assessment, the Directors confirm that
they have a reasonable expectation that the Company
and the Group will be able to continue in operation and
meet its liabilities as they fall due in the period to 31
January 2020.
DISCLOSURE OF INFORMATION AND APPOINTMENT
OF AUDITORS
So far as each Director is aware, there is no relevant audit
information of which the Company’s Auditor is unaware
and the Directors have taken all the steps which they
ought to have taken as Directors to make themselves
aware of any relevant audit information and to establish
that the Company’s Auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act. On behalf of the Board, the Audit and
Risk Committee has reviewed the effectiveness,
performance, independence and objectivity of the
existing external Auditor, KPMG LLP, for the year ended
31 January 2017 and concluded that the external
Auditor was in all respects effective. KPMG LLP has
expressed its willingness to continue in office as
Auditor. Accordingly, and in accordance with Section
489 of the Companies Act, resolutions to reappoint
KPMG LLP as Auditor and to authorise the Directors to
determine its remuneration will be proposed at the
forthcoming AGM of the Company.
INFORMATION REGARDING
FORWARD-LOOKING STATEMENTS
The reports and financial statements contained in this
Annual Report and Accounts contain certain forward-
looking statements with respect to the financial
condition, results of operations, and businesses of Card
Factory plc. These statements and forecasts involve
risk, uncertainty and assumptions because they relate
to events and depend upon circumstances that will
occur in the future. There are a number of factors that
could cause actual results or developments to differ
materially from those expressed or implied by these
forward-looking statements and forecasts. Nothing in
this Annual Report and Accounts should be construed
as a profit forecast.
ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be
held at 11.00am on 25 May 2017 at the offices of
Linklaters LLP, One Silk Street, London EC2Y 8HQ. A
formal notice of meeting, explanatory circular and a
form of proxy will accompany this Annual Report
and Accounts.
7777
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancialsStrategic ReportGovernanceFinancials Directors’ Report continued
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN
RESPECT OF THE ANNUAL REPORT AND ACCOUNTS
This statement is set out on page 79.
APPROVAL OF THE ANNUAL REPORT
The Strategic Report and the Corporate Governance
Report were approved by the Board on 27 March 2017.
Approved by the Board and signed on its behalf by
Shiv Sibal
Company Secretary
27 March 2017
78
Card Factory plc Annual Report and Accounts 2017 Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial
year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as
adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements on the
same basis.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give
a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that
period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
and the Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006.
They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of
the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included
on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL REPORT AND ACCOUNTS
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
• the Strategic Report includes a fair review of the development and performance of the business and the position
of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group’s position and performance, business model and
strategy.
Karen Hubbard
Chief Executive Officer
27 March 2017
Darren Bryant
Chief Financial Officer
79
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Independent Auditor’s Report to the
Members of Card Factory plc only
OPINIONS AND CONCLUSIONS ARISING FROM OUR AUDIT
Overview
Materiality:
Group financial statements as a whole
£4.0m (2016:£4.0m)
5% (2016:5%) of group profit before tax excluding
non-underlying items
Risks of material misstatement
vs 2016
Recurring risks
Existence and accuracy of the stock counts for store
inventory and accuracy of the costing calculations
for all inventory.
Foreign exchange hedge accounting
1. OUR OPINION ON THE FINANCIAL STATEMENTS IS UNMODIFIED
We have audited the financial statements of Card Factory plc for the year ended 31 January 2017 set out on pages
84 to 124. In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs
as at 31 January 2017 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with International Financial
Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU);
• the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by
the EU and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006;
and, as regards the Group financial statements, Article 4 of the IAS Regulation.
2. OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
In arriving at our audit opinion above on the financial statements, the risks of material misstatement that had the
greatest effect on our audit, in decreasing order of audit significance, were as follows (unchanged from 2016):
The risk
Our response
Existence and accuracy of the
stock counts for store inventory
and accuracy of the costing
calculations for all inventory.
(2017: £51.4m, 2016: £50.4m)
Refer to page 50 (Audit and Risk
Committee Report), page 94
(accounting policy) and page 102
(financial disclosures).
Physical quantities of store stock
Controls around store inventory
are manual in nature.
Given the high volume and broad
range of inventory held there is a
risk that quantities of store
inventory could be incorrectly
recorded.
Calculation error
Elements of the inventory costing
calculations across both store and
warehouse stock are manual in
nature.
Given the high volume and broad
range of inventory held there is a
risk that cost could be incorrectly
recorded.
Our procedures included:
-
Count design and attendance:
Assessment of the design and
implementation of store count
procedures through attendance at a
sample of store inventory counts;
-
-
Test of operating effectiveness:
Review of central reconciliation process
to ensure it had been performed.
Specific aspects of the reconciliation
were assessed as part of our
substantive testing described below;
Count versus system reconciliation:
Reconciliation of total store stock by
comparison of the results of inventory
counts, post provisioning and related
adjustments, to store inventory book
value in the accounting records. We
obtained relevant supporting evidence
for each input and critically assessed
the shrinkage calculation through
consideration of management’s
assumptions used;
80 Card Factory plc Annual Report and Accounts 2017
The risk
Our response
Foreign exchange hedge
accounting
Refer to page 50 (Audit and Risk
Committee Report), page 93
(accounting policy) and pages
109 to 110 (financial disclosures).
Forecast-based presentation
The Group adopts hedge
accounting where appropriate for
a high proportion of its foreign
currency inventory purchases. The
amount of fair value movement
recorded through equity is subject
to prospective effectiveness
testing.
Hedge accounting is inherently
complex and requires a degree of
judgement in determining forecast
cash flows.
-
-
-
Our sector experience: Applied data
analytics techniques to identify store
outliers based on a number of factors
including store size and nature of
inventory. Where we found the level of
stock was not in line with our
expectations we evaluated the
characteristics specific to the store to
assess whether this supported the
stock level held;
Tests of details: Tested the costing
calculations for a sample of inventory
lines. Review of invoices or other
supporting documentation for cost
inputs and re-performing standard cost
calculations; and
Assessing transparency: We also
considered the adequacy of the
statutory accounts disclosure in relation
to inventory.
Our procedures included:
-
Control design: Testing the operating
effectiveness of controls around foreign
exchange hedging to assess whether
effectiveness testing has been
performed prospectively and
retrospectively on a monthly basis;
-
-
-
-
Control observation: Inspection of
hedge documentation prepared at the
inception for all existing foreign
exchange contracts to assess whether
the criteria for hedging has been
appropriately met;
Assessing methodology: Assessing the
accuracy of management’s prospective
and retrospective hedge effectiveness
testing by agreeing the inputs to
contracts, budgets and valuations and
through re-performing the calculation
for foreign exchange contracts
outstanding at the year end and
reviewing the accuracy of the
prospective testing performed in the
prior year;
Historical comparisons: Consideration
of the accuracy of historical forecast
foreign currency purchases to assess
the Group’s forecasting reliability; and
Assessing transparency: We also
considered the adequacy of the
statutory accounts disclosure in relation
to financial instruments.
81
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials
Independent auditor’s report to the
members of Card Factory plc only continued
3. OUR APPLICATION OF MATERIALITY AND AN OVERVIEW OF THE SCOPE OF OUR AUDIT
The materiality for the Group financial statements as a whole has been set at £4.0m determined by reference to a
benchmark of Group profit before tax, normalised to exclude non-underlying items of £2.3m as disclosed in note 3,
of £85.1m of which it represents 5%.
We report to the Audit and Risk Committee any corrected and uncorrected identified misstatements exceeding
£50,000 in addition to other identified misstatements that warrant reporting on qualitative grounds.
Of the Group’s three reporting components we subjected one to an audit for Group reporting purposes. The other
two were not individually financially significant enough to require an audit for Group reporting purposes and
neither presented specific individual risks that needed to be addressed. On those two components we conducted
reviews of financial information including enquiry which provided further coverage of the Group’s results. These
procedures covered 100% of total Group revenue (2016: 100%), 100% of Group profit before taxation (2016: 100%)
and 100% of total Group assets (2016: 100%).
Profit before taxation before
non-underlying items
£85.1m (2016: £82.0m)
Materiality
£4.0m (2016: £4.0m)
£4.0m
Whole financial
statements materiality
(2016: £4.0m)
Profit before taxation
Group materiality
£50k
Misstatements reported to the
Audit and Risk Committee
(2016: £50k)
4. OUR OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006 IS UNMODIFIED
In our opinion:
• the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006; and
• the information given in the Strategic Report and the Directors’ Report for the financial year is consistent with
the financial statements; and
• the information given in the Corporate Governance Statement set out on pages 45 to 46 in the Corporate
Governance Report with respect to internal control and risk management systems in relation to financial
reporting processes and about share capital structures is consistent with the financial statements.
Based solely on the work required to be undertaken in the course of the audit of the financial statements and from
reading the Strategic Report, the Directors’ Report and the Corporate Governance Statement:
• we have not identified material misstatements in the Strategic Report, the Directors’ Report, or the specified
Corporate Governance information;
• in our opinion, the Strategic Report and the Directors’ Report have been prepared in accordance with the
Companies Act 2006; and
• in our opinion, the Corporate Governance Statement has been prepared in accordance with rules 7.2.2, 7.2.3,
7.2.5, 7.2.6 and 7.2.7 of the Disclosure Rules and Transparency Rules of the Financial Conduct Authority.
5. WE HAVE NOTHING TO REPORT ON THE DISCLOSURES OF PRINCIPAL RISKS
Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in
relation to:
• the directors’ statement of longer-term viability statement on page 77, concerning the principal risks, their
management, and, based on that, the directors’ assessment and expectations of the Group continuing in
operation over the three years to 2020; or
82
Card Factory plc Annual Report and Accounts 2017 • the disclosures in note 1 of the financial statements concerning the use of the going concern basis of accounting.
6. WE HAVE NOTHING TO REPORT IN RESPECT OF THE MATTERS ON WHICH WE ARE REQUIRED TO REPORT
BY EXCEPTION
Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our
audit, we have identified other information in the annual report that contains a material inconsistency with either
that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading.
In particular, we are required to report to you if
• we have identified material inconsistencies between the knowledge we acquired during our audit and the
directors’ statement that they consider that the annual report and financial statements taken as a whole is fair,
balanced and understandable and provides the information necessary for shareholders to assess the Group’s
position and performance, business model and strategy; or
• the Audit and Risk Committee Report does not appropriately address matters communicated by us to the Audit
and Risk Committee.
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit; or
• a Corporate Governance Statement has not been prepared by the Company.
Under the Listing Rules we are required to review:
• the directors’ statements, set out on pages 76 and 77, in relation to going concern and longer-term viability; and
• the part of the Corporate Governance Statement on page 38 relating to the Company’s compliance with the
eleven provisions of the 2014 UK Corporate Governance Code specified for our review.
We have nothing to report in respect of the above responsibilities.
SCOPE AND RESPONSIBILITIES
As explained more fully in the Directors’ Responsibilities Statement set out on page 79, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s
website at www.frc.org.uk/auditscopeukprivate. This report is made solely to the Company’s members as a body
and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at
www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into this report as if set out in full and should be
read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of
our opinions.
Nicola Quayle (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
1 Sovereign Square
Sovereign Street
Leeds
LS1 4DA
27 March 2017
83
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Consolidated Income Statement
FOR THE YEAR ENDED 31 JANUARY 2017
Note
Underlying
£'m
2017
Non-underlying
(note 3)
£'m
Total
£'m
Underlying
£'m
2016
Non-underlying
(note 3)
£'m
Revenue
Cost of sales
Gross profit/(loss)
Operating expenses
Operating profit/(loss)
Financial income
Financial expense
Net financing expense
Profit/(loss) before tax
Taxation
4
7
7
8
398.2
(271.6)
126.6
(38.8)
87.8
0.1
(2.8)
(2.7)
–
(0.6)
(0.6)
(1.5)
(2.1)
–
(0.2)
(0.2)
398.2
(272.2)
126.0
(40.3)
85.7
0.1
(3.0)
(2.9)
381.6
(259.2)
122.4
(37.1)
85.3
0.3
(3.6)
(3.3)
–
3.9
3.9
(0.3)
3.6
–
(1.9)
(1.9)
Total
£'m
381.6
(255.3)
126.3
(37.4)
88.9
0.3
(5.5)
(5.2)
85.1
(2.3)
82.8
82.0
1.7
83.7
(17.6)
0.5
(17.1)
(17.0)
(0.3)
(17.3)
Profit/(loss) for the year
67.5
(1.8)
65.7
65.0
1.4
66.4
Earnings per share
– Basic and diluted
10
pence
19.8
pence
19.3
pence
19.1
pence
19.5
All activities relate to continuing operations.
84
Card Factory plc Annual Report and Accounts 2017
Consolidated Statement of
Comprehensive Income
FOR THE YEAR ENDED 31 JANUARY 2017
Profit for the year
Items that are or may be recycled subsequently into profit or loss:
Effective portion of changes in fair value of cash flow hedges
Net change in fair value of cash flow hedges recycled to profit or loss
Tax relating to components of other comprehensive income (note 13)
Other comprehensive expense for the period, net of income tax
2017
£'m
2016
£'m
65.7
66.4
3.8
(5.1)
0.2
(1.1)
0.7
(3.1)
0.5
(1.9)
Total comprehensive income for the period attributable to equity shareholders of the parent
64.6
64.5
85
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Consolidated Statement
of Financial Position
AS AT 31 JANUARY 2017
Non-current assets
Intangible assets
Property, plant and equipment
Deferred tax assets
Other receivables
Derivative financial instruments
Current assets
Inventories
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Total assets
Current liabilities
Borrowings
Trade and other payables
Tax payable
Derivative financial instruments
Non-current liabilities
Borrowings
Trade and other payables
Derivative financial instruments
Total liabilities
Net assets
Equity
Share capital
Share premium
Hedging reserve
Reverse acquisition reserve
Merger reserve
Retained earnings
Equity attributable to equity holders of the parent
Note
2017
£'m
2016
£'m
11
12
13
15
24
14
15
24
16
17
18
24
17
18
24
19
19
330.2
39.1
0.6
0.8
0.6
371.3
51.4
16.6
3.5
3.0
74.5
331.0
39.9
0.2
1.0
1.8
373.9
50.4
17.0
3.5
11.3
82.2
445.8
456.1
(8.8)
(37.4)
(8.7)
(0.7)
(55.6)
(129.3)
(11.2)
(0.2)
(140.7)
(0.1)
(35.8)
(8.8)
(0.2)
(44.9)
(134.1)
(11.4)
–
(145.5)
(196.3)
(190.4)
249.5
265.7
3.4
201.9
2.0
(0.5)
2.7
40.0
249.5
3.4
201.6
3.1
(0.5)
2.7
55.4
265.7
The financial statements on pages 84 to 113 were approved by the Board of Directors on 27 March 2017 and were
signed on its behalf by:
Darren Bryant
Chief Financial Officer
86
Card Factory plc Annual Report and Accounts 2017 Consolidated Statement
of Changes in Equity
FOR THE YEAR ENDED 31 JANUARY 2017
Share
capital
£'m
Share
premium
£'m
Hedging
reserve
£'m
Reverse
acquisition
reserve
£'m
Merger
reserve
£'m
Retained
earnings
£'m
Total
equity
£'m
At 1 February 2015
3.4
201.6
5.0
(0.5)
2.7
70.7
282.9
Total comprehensive income for the year
Profit or loss
Other comprehensive income
Transactions with owners, recorded directly in equity
Share based payment charges (note 25)
Taxation on share based payments recognised in
equity (note 13)
Dividends (note 9)
Total contributions by and distributions to owners
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1.9)
(1.9)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
66.4
–
66.4
66.4
(1.9)
64.5
1.3
1.3
0.1
(83.1)
0.1
(83.1)
(81.7)
(81.7)
At 31 January 2016
3.4
201.6
3.1
(0.5)
2.7
55.4
265.7
Total comprehensive income for the year
Profit or loss
Other comprehensive income
Transactions with owners, recorded directly in equity
Issue of shares (note 19)
Share based payment charges (note 25)
Taxation on share based payments recognised in
equity (note 13)
Dividends (note 9)
Total contributions by and distributions to owners
–
–
–
–
–
–
–
–
–
–
–
0.3
–
–
–
0.3
–
(1.1)
(1.1)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
65.7
–
65.7
–
0.2
65.7
(1.1)
64.6
0.3
0.2
(0.1)
(81.2)
(0.1)
(81.2)
(81.1)
(80.8)
At 31 January 2017
3.4
201.9
2.0
(0.5)
2.7
40.0
249.5
87
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Consolidated Cash Flow Statement
FOR THE YEAR ENDED 31 JANUARY 2017
Note
20
12
11
Cash inflow from operating activities
Corporation tax paid
Net cash inflow from operating activities
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Payment of deferred consideration
Proceeds from sale of property, plant and equipment
Interest received
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from bank borrowings
Purchase of interest rate derivatives
Interest paid
Repayment of borrowings
Proceeds from new shares issued
Dividends paid
Net cash outflow from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Closing cash and cash equivalents
16
2017
£'m
99.4
(17.6)
81.8
(8.6)
(1.8)
–
–
0.1
(10.3)
–
(0.1)
(2.6)
(5.0)
0.3
(81.1)
(88.5)
(17.0)
11.3
(5.7)
2016
£'m
92.2
(13.0)
79.2
(10.5)
(1.1)
(0.8)
0.1
0.3
(12.0)
144.2
(0.5)
(3.3)
(182.5)
–
(82.8)
(124.9)
(57.7)
69.0
11.3
88
Card Factory plc Annual Report and Accounts 2017 Notes to the Financial Statements
1 ACCOUNTING POLICIES
General information
Card Factory plc (‘the Company’) is a public limited company incorporated in the United Kingdom. The Company is
domiciled in the United Kingdom and its registered office is Century House, Brunel Road, 41 Industrial Estate,
Wakefield WF2 0XG.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as
the ‘Group’).
Basis of preparation
The Group financial statements have been prepared in accordance with International Financial Reporting Standards
as adopted by the EU (‘EU IFRS’) and with those parts of the Companies Act 2006 applicable to companies
reporting under EU IFRS.
The financial statements have been prepared on a going concern basis under the historical cost convention, as
modified for the subsequent measurement of derivative financial instruments.
Significant judgements and estimates
The preparation of financial statements in conformity with EU IFRS requires the use of judgements, estimates and
assumptions that affect the application of the Group’s accounting policies and reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
Areas subject to significant judgement, assumption or estimation are detailed below:
Inventory
The Group holds significant volumes, and a broad range of inventory. Certain of the Group’s inventory procedures
are manual in nature. The Group provides against the carrying value of inventories where it is anticipated the
amount realised may be below the cost recognised. The provision is calculated based on historical experience.
Foreign currency hedge accounting
Where appropriate, hedge accounting is adopted by the Group. Due to the degree of judgement in determining
forecast cash flows there is a risk that the assumptions made in the effectiveness testing are inappropriate.
Going concern
Taking into account current and anticipated trading performance, current and anticipated levels of borrowings and
the availability of borrowing facilities and exposures to and management of the financial risks detailed in the
Strategic Report on pages 2 to 26, the Board is of the opinion that, at the time of approval of these financial
statements, there is a reasonable expectation that the Group has adequate resources to continue in operational
existence for the period outlined in the viability statement on page 77. Accordingly, the financial statements
continue to be prepared on a going concern basis.
The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the
Chief Financial Officer’s Review on pages 18 to 22. In addition, notes 23 and 24 to the financial statements include
the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives;
details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
Principal accounting policies
The principal accounting policies set out below have, unless otherwise stated, been applied consistently to all
periods presented in these consolidated financial statements.
89
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
1 ACCOUNTING POLICIES CONTINUED
EU Endorsed International Financial Reporting Standards effective in the year
The following new and amended standards, adopted in the current financial year, had no significant impact on the
financial statements.
• Clarification of acceptable methods of depreciation (Amendments to IAS 16 and IAS 38)
• Accounting for acquisitions of interest in joint operations (Amendments to IFRS 11)
• Annual Improvements to IFRSs 2012 – 2014 cycle
• Equity method in separate financial statements (Amendments to IAS 27)
• Investment entities: Applying the consolidation exception (Amendments to IAS 28, IFRS 10 and IFRS 12)
• Disclosure Initiative (Amendments to IAS 1)
EU Endorsed International Financial Reporting Standards in issue but not yet effective
The Directors considered the impact on the Group of EU endorsed, new and revised accounting standards,
interpretations or amendments. The following new and revised accounting standards are currently endorsed but
not yet effective.
• IFRS 15 Revenue from contracts
• IFRS 9 Financial instruments
IFRS 15 ‘revenue from contracts’ introduces principles to recognise revenue by allocation of the transaction price to
performance obligations and is effective for accounting periods commencing on or after 1 January 2018. Adoption
of the standard is not expected to have a material impact on the financial statements.
IFRS 9 ‘Financial instruments’ will supersede IAS 39 and is effective for accounting periods commencing on or after
1 January 2018. The Group is assessing the impact on the classification and measurement of financial instruments
and hedge accounting.
On adoption of IFRS 9 the Group would require an amendment to the accounting policy in respect of cash flow
hedge accounting. Gains or losses recognised in other comprehensive income in respect of a cash flow hedge of a
forecast transaction that results in the recognition of a non-financial asset or liability would be required to be
included in the initial measurement of the asset or liability. The current accounting policy recognises such gains or
losses in profit or loss in the same period or periods during which the hedged forecast transaction, or a resulting
asset or liability affects profit or loss, but does not recognise the gain or loss in the initial measurement of a
resulting asset or liability. If the amended accounting policy was to be applied at 31 January 2017 the impact would
be a £2.7 million decrease in the value of inventory and a corresponding adjustment to the hedging reserve with no
impact on profit or loss.
International Financial Reporting Standards in issue but not yet effective and not EU endorsed
The future impact on the financial statements of new standards and amendments awaiting EU endorsement is
currently being assessed. New standards awaiting EU endorsement include IFRS 16 ‘Leases’, which is effective for
annual periods beginning on or after 1 January 2019. The standard replaces IAS 17, and will require entities to apply
a single lessee accounting model, with lessees recognising right of use assets and lease liabilities on balance sheet
for all applicable leases. The Group anticipates that the adoption of IFRS 16 will have a material impact on the
financial statements.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights
to, variable returns from its involvement with the entity and has the ability to direct the activities that affect those
returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated
financial statements from the date on which control commences until the date on which control ceases.
Intercompany transactions and balances between Group companies are eliminated upon consolidation.
Business combinations
Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the acquisition
method. Business combinations are accounted for using the acquisition method as at the acquisition date, which is
the date on which control is transferred to the Group.
90
Card Factory plc Annual Report and Accounts 2017 The Group measures goodwill at the acquisition date as the fair value of the consideration transferred less the fair
value of identifiable assets acquired and liabilities assumed. Any contingent consideration payable is recognised at
fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration are
recognised in profit or loss. Costs related to the acquisition are expensed to the income statement as incurred.
Acquisitions prior to 1 February 2011 (date of transition to IFRS)
IFRS 1 grants certain exemptions from the full requirements of IFRS in the transition period. The Group and
Company elected not to restate business combinations that took place prior to 1 February 2011. In respect of
acquisitions prior to the transition date, goodwill is included at 1 February 2011 on the basis of its deemed cost at
that date, which represents the amount recorded under UK GAAP.
Revenue
Revenue represents the fair value of amounts receivable for goods sold to customers and is stated net of value
added tax and returns. Revenue is recognised at the point goods are sold or delivered and the risks and rewards
are deemed to have been transferred to the customer. Revenue is attributable to the retail sale of cards, dressings
and gifts in the UK.
Financing income and expense
Finance expense comprises interest charges and losses on interest rate derivative financial instruments. Borrowing
costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial
time to be prepared for use, are capitalised as part of the cost of that asset.
Finance income comprises interest income and gains on interest rate derivative financial instruments.
Interest income and interest charges are recognised in profit or loss as it accrues, using the effective interest
method. The effective interest method takes into account fees, commissions or other incremental transaction costs
integral to the yield.
Foreign currencies
Functional and presentation currency
The consolidated financial statements are presented in pounds Sterling, which is the functional currency of the
Company and all subsidiary entities.
Transactions and balances
Transactions in foreign currencies are recorded at the exchange rate on the transaction date. All foreign currency
transactions relate to inventory purchases. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the income statement within cost of sales, except when deferred in other
comprehensive income as qualifying cash flow hedges. Foreign currency gains and losses are reported on a net basis.
Taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement
except to the extent that it relates to items recognised directly in equity or through other comprehensive income, in
which case it is recognised in equity or other comprehensive income respectively.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are
not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither
accounting nor taxable profit other than in a business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised.
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Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
1 ACCOUNTING POLICIES CONTINUED
Underlying profit and earnings
The Group has chosen to present an underlying profit and earnings measure. The Group believes that underlying
profit and earnings provides additional useful information for shareholders. Underlying earnings is not a recognised
profit measure under EU IFRS and may not be directly comparable with ‘adjusted’ profit measures reported by
other companies. The reported non-underlying adjustments are as follows:
Net fair value remeasurement gains and losses on derivative financial instruments
The Group utilises foreign currency derivative contracts to manage the foreign exchange risk on US Dollar
denominated purchases and interest rate derivative contracts to manage the risk on floating interest rate bank
borrowings. Fair value gains and losses on such instruments are recognised in the income statement to the extent
they are not hedge accounted under IAS 39. Such gains and losses relate to future cash flows. In accordance with
the commercial reasoning for entering into the agreements, these gains/losses are deemed not representative of
the underlying financial performance in the year and presented as non-underlying items. Any gains or losses on
maturity of such instruments are presented within underlying profit to the extent the gain or loss is not recognised
in the hedging reserve.
EPOS asset disposals and accelerated depreciation
Electronic point of sale (‘EPOS’) software implemented over recent years is to be upgraded with a replacement
system offering enhanced capabilities. The resulting loss on disposal of redundant assets and accelerated
depreciation arising on assets to be replaced in advance of their original estimated useful economic life are
considered a one-off event and not representative of underlying performance for the year. As such they are
presented as a non-underlying item.
Other non-underlying operating expenses
In January 2016, Card Factory plc announced the retirement and succession of the Chief Executive Officer. Costs
attributable to the recruitment of the new CEO and dual remuneration costs during the handover period are
presented as a non-underlying item. In January 2017, Card Factory plc announced the retirement and succession of
the Chief Financial Officer. Costs attributable to the recruitment of a new CFO are presented as a non-underlying item.
Refinanced debt issue cost amortisation
Debt issue costs totalling £1.8 million were expensed to the income statement in the prior period on completion of
an amended and extended borrowing facility on 26 June 2015. This expense relates to costs that were not yet
amortised in relation to the 30 May 2014 refinancing and is presented as a non-underlying item.
Dividends
Dividends are recognised as a liability in the period in which they are approved such that the Company is obliged to
pay the dividend.
Financial instruments
Financial assets
The Group classifies all its non-derivative financial assets as loans and receivables. Loans and receivables are
non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Group
has no intention of trading these loans and receivables. Subsequent to initial recognition at fair value less transaction
costs, these assets are carried at amortised cost using the effective interest method, subject to impairment.
Derivative financial assets are categorised as fair value through profit or loss (‘FVTPL’) and classified as held for
trading, unless accounted for as an effective hedging instrument.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements. An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
Non-derivative financial liabilities are initially recognised at fair value, less any transaction costs and subsequently
stated at amortised cost using the effective interest method except for derivatives and contingent consideration.
Derivatives are categorised as FVTPL and classified as held for trading, unless accounted for as an effective
hedging instrument.
92
Card Factory plc Annual Report and Accounts 2017 Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, borrowings
and trade and other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method, less any impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, at bank and on short term deposit of less than three months.
Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are
included as a component of cash and cash equivalents for the purpose of the cash flow statement.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured
at amortised cost using the effective interest method.
Borrowings
Borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
borrowings are stated at amortised cost using the effective interest method.
Impairment of financial assets
Financial assets are assessed for objective evidence of impairment at the balance sheet date. Where there is
objective evidence that an impairment loss exists, impairment provisions are made to reduce the carrying value of
financial assets to the present value of estimated future cash flows.
Derivative financial instruments
The Group utilises foreign currency derivative contracts and US Dollar denominated cash balances to manage the
foreign exchange risk on US Dollar denominated purchases and interest rate derivative contracts to manage the
risk on floating interest rate bank borrowings.
Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is
recognised immediately within profit or loss except to the extent the instrument has been designated an effective
hedging arrangement. Gains and losses in respect of foreign currency derivative contracts are recognised within
cost of sales. Gains and losses in respect of interest rate derivative contracts are recognised within finance income
or expense.
Cash flow hedges
In accordance with IAS 39 Financial Instruments: Recognition and Measurement, derivative financial instruments
are eligible for cash flow hedge accounting where the following conditions are met:
• at the inception of the hedge there is formal designation and documentation of the hedging relationship and the
entity’s risk management objective and strategy for undertaking the hedge;
• the hedge is expected to be highly effective in achieving offsetting changes in cash flows attributable to the
hedged risk, consistent with the originally documented risk management strategy;
• the forecast transaction that is the subject of the hedge is highly probable and presents an exposure to
variations in cash flows that could ultimately affect profit or loss;
• the effectiveness of the hedge can be reliably measured; and
• the hedge is assessed on an ongoing basis and determined actually to have been highly effective throughout the
financial reporting periods for which the hedge was designated.
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a highly probable
forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised
directly in the hedging reserve. Any ineffective portion of the hedge is recognised immediately in profit or loss.
Foreign currency cash held in the short period between derivative maturity and payment of the hedged cash flow
is designated as part of the hedging relationship whereby gains and losses on retranslation of the foreign currency
cash are recognised in the hedging reserve.
93
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
1 ACCOUNTING POLICIES CONTINUED
The cumulative gain or loss is removed from other comprehensive income (‘OCI’) and recognised in profit or loss in
the same period or periods during which the hedged forecast transaction, or a resulting asset or liability affects
profit or loss.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the
hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that
point remains in OCI and is recognised in accordance with the above policy when the transaction occurs. If the
hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in OCI is
recognised in profit or loss immediately.
Fair value estimation
The techniques applied in determining the fair values of financial assets and liabilities are disclosed in note 24.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated
impairment losses.
25 – 50 years
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives as follows:
• buildings
• leasehold improvements
• plant and equipment
• fixtures and fittings
• motor vehicles
shorter of 5 years and lease term
3 – 10 years
4 years
5 years
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
Intangible assets and goodwill
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units
and is not amortised but is tested annually for impairment.
Software
Computer software is carried at cost less accumulated amortisation and any provision for impairment. Costs
relating to development of computer software are capitalised if the recognition criteria of IAS38 ‘Intangible Assets’
are met or expensed as incurred otherwise.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and less
accumulated impairment losses. Expenditure on internally generated goodwill and brands is recognised in the
income statement as an expense as incurred.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of
intangible assets unless such lives are indefinite. Intangible assets with an indefinite useful life and goodwill are
systematically tested for impairment at each balance sheet date. Other intangible assets are amortised from the
date they are available for use. The estimated useful life of software is 3-5 years.
Impairment of non-financial assets
The carrying values of non-financial assets are reviewed for impairment where there is an indication of impairment.
If an impairment loss arises, the asset value is adjusted to its estimated recoverable amount and the impairment
loss is recognised in the income statement. Goodwill is reviewed for impairment at the balance sheet date and
whenever an indication of impairment is identified.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in first-out principle
and includes expenditure incurred in acquiring the inventories, production costs and other costs in bringing them
to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes
an appropriate share of overheads based on normal operating capacity.
94
Card Factory plc Annual Report and Accounts 2017
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown
in equity as a deduction from the proceeds.
Merger reserve
On 30 April 2014 Card Factory plc acquired 100% of the share capital of CF Topco Limited in a share for share
exchange, thereby inserting Card Factory plc as the Parent Company of the Group. The shareholders of CF Topco
Limited became 100% owners of the enlarged share capital of Card Factory plc. The premium arising on the issue
of shares is recognised in the merger reserve.
Share based payments
The Company issues equity-settled share based payments to employees through the Card Factory Long Term Incentive
Plan (‘LTIP’) and the Card Factory SAYE Scheme (‘SAYE’), see note 25 for further details. The cost of equity-settled
share awards is measured as the fair value of the award at the grant date using the Black-Scholes model.
The cost of the awards is expensed to the income statement, together with a corresponding adjustment to equity,
on a straight line basis over the vesting period of the award. The total income statement charge is based on the
Group’s estimate of the number of share awards that will eventually vest in accordance with the vesting conditions.
The awards do not include market-based vesting conditions. At each balance sheet date, the Group revises its
estimate of the number of awards that are expected to vest. Any revision to estimates is recognised in the income
statement, with a corresponding adjustment to equity.
Operating leases
Payments made under operating leases are recognised in the income statement on a straight-line basis over the
term of the lease. Lease incentives are recognised in the income statement over the term of the lease as an integral
part of the total lease expense.
2 SEGMENTAL REPORTING
The Group has two operating segments trading under the names Card Factory and Getting Personal. Card Factory
retails greeting cards, dressing and gifts in the UK principally through an extensive store network. Getting Personal
is an online retailer of personalised cards and gifts. Getting Personal does not meet the quantitative thresholds of a
reportable segment as defined in IFRS 8. Consequently the results of the Group are presented as a single
reportable segment. Revenues outside of the UK are not significant at less than £0.1 million.
The Chief Operating Decision Maker is the Board of Directors. Internal management reports are reviewed by the
Board of Directors on a monthly basis. Performance of segments is assessed based on a number of financial and
non-financial KPIs including EBITDA as defined in note 5 of the financial statements and profit before tax.
Major customers
Group revenue is derived from high volume, low value retail sales and is therefore not dependent on any
major customer.
95
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
3 NON-UNDERLYING ITEMS
Cost of sales
(Loss)/profit on foreign currency derivative financial instruments not designated as a
hedge (note 24)
Operating expenses
Loss on disposal of redundant EPOS assets
Accelerated depreciation on EPOS assets
Other non-underlying operating expenses
Net finance expense
Refinanced debt issue cost amortisation (note 7)
Loss on interest rate derivative financial instruments not designated as a hedge (note 24)
Further details of the non-underlying items are included in the principal accounting policies (note 1).
4 OPERATING PROFIT
Operating profit is stated after charging/(crediting) the following items:
Staff costs (note 6)
Depreciation expense (note 12)
– owned fixed assets
Amortisation expense (note 11)
Operating lease rentals:
– land and buildings
– plant, equipment and vehicles
Loss on disposal of fixed assets
Foreign exchange gain
2017
£'m
98.5
9.2
1.7
38.9
0.5
1.1
(2.6)
Non-underlying items included in the above are detailed in note 3.
The total fees payable by the Group to KPMG LLP and their associates during the period was as follows:
Audit of the Company's and the consolidated financial statements
Amounts receivable by the Company’s auditor and its associates in respect of:
Audit of financial statements of subsidiaries of the Company
Half year review
Audit-related assurance services
Taxation compliance services
Other tax advisory services
Other assurance services
Total fees
96
2017
£'000
18
89
7
1
5
15
8
143
2017
£'m
2016
£'m
(0.6)
3.9
(0.9)
(0.2)
(0.4)
(1.5)
–
(0.2)
(0.2)
–
–
(0.3)
(0.3)
(1.8)
(0.1)
(1.9)
2016
£'m
91.1
8.6
1.1
36.0
0.4
0.1
(4.0)
2016
£'000
11
89
7
–
13
6
10
136
Card Factory plc Annual Report and Accounts 2017 5 UNDERLYING EBITDA
Underlying earnings before interest, tax, depreciation and amortisation (‘EBITDA’) represents underlying profit for
the period before net finance expense, taxation, depreciation and amortisation.
Underlying operating profit
Underlying depreciation and amortisation*
Underlying EBITDA
* Underlying depreciation and amortisation excludes £0.2m accelerated depreciation on EPOS assets (see note 3).
2017
£'m
87.8
10.7
98.5
2016
£'m
85.3
9.7
95.0
6 STAFF NUMBERS AND COSTS
The average number of people employed by the Group (including Directors) during the year, analysed by category,
was as follows:
Management and administration
Operations
The aggregate payroll costs of all employees including Directors were as follows:
Employee wages and salaries
Equity-settled share based payment expense
Social security costs
Defined contribution pension costs
Total employee costs
Agency labour costs
Total staff costs
2017
Number
357
9,571
9,928
2017
£'m
89.4
0.2
4.6
0.4
94.6
3.9
98.5
Key management personnel
The key management personnel of the Group comprise the Card Factory plc Board of Directors and the
Operational Board. Key management personnel compensation is as follows:
Salaries and short-term benefits
Equity-settled share based payment expense
Social security costs
Defined contribution pension costs
2017
£'m
2.8
(0.1)
0.3
0.1
3.1
2016
Number
321
9,220
9,541
2016
£'m
81.1
1.3
4.5
0.3
87.2
3.9
91.1
2016
£'m
3.4
0.9
0.6
–
4.9
Further details of Director’s remuneration are disclosed in the Directors’ Remuneration Report on pages 53 to 71.
97
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
7 FINANCE INCOME AND EXPENSE
Finance income
Bank interest received
Finance expense
Interest on bank loans and overdrafts
Amortisation of loan issue costs
Fair value loss on interest rate derivative contracts
Net finance expense
2017
£'m
2016
£'m
(0.1)
(0.3)
2.6
0.2
0.2
3.0
2.9
3.3
2.1
0.1
5.5
5.2
Amortisation of loan issue costs in the prior period included £1.8 million in relation to previous loan facilities,
expensed to the income statement on completion of an amended and extended borrowing facility on 26 June 2015
and presented as non-underlying, see note 3. Fair value losses on interest rate derivative contracts are presented as
non-underlying items, see note 3.
8 TAXATION
Recognised in the income statement
Current tax expense
Current year
Adjustments in respect of prior periods
Deferred tax (credit)/charge
Origination and reversal of temporary differences
Adjustments in respect of prior periods
Effect of change in tax rate
Total income tax expense
2017
£'m
2016
£'m
17.4
–
17.4
(0.3)
(0.1)
0.1
(0.3)
17.1
16.8
(0.1)
16.7
0.5
0.1
–
0.6
17.3
The effective tax rate of 20.7% (2016: 20.7%) is higher than the standard rate of corporation tax in the UK. The tax
charge is reconciled to the standard rate of UK corporation tax as follows:
Profit before tax
Tax at the standard UK corporation tax rate of 20.00% (2016: 20.16%)
Tax effects of:
Expenses not deductible for tax purposes
Adjustments in respect of prior periods
Effect of change in tax rate
Total income tax expense
2017
£'m
82.8
16.6
0.5
(0.1)
0.1
17.1
2016
£'m
83.7
16.9
0.4
–
–
17.3
98
Card Factory plc Annual Report and Accounts 2017
9 DIVIDENDS
The Board is recommending a final dividend in respect of the financial year ended 31 January 2017 of 6.3 pence per
share (2016: 6.0 pence per share), resulting in a total final dividend of £21.5 million (2016: £20.4 million). The
dividend will, subject to shareholders’ approval at the Annual General Meeting on 25 May 2017, be paid on 9 June
2017 to shareholders on the register at the close of business on 5 May 2017. No liability is recorded in the financial
statements in respect of this final dividend as it was not approved at the balance sheet date.
Dividends paid in the year:
Pence per share
Special dividend for the year ended 31 January 2017
Interim dividend for the year ended 31 January 2017
Final dividend for the year ended 31 January 2016
Special dividend for the year ended 31 January 2016
Interim dividend for the year ended 31 January 2016
Final dividend for the year ended 31 January 2015
Interim dividend for the year ended 31 January 2015
15.0p
2.8p
6.0p
15.0p
2.5p
4.5p
2.3p
2017
£'m
51.1
9.6
20.4
–
–
–
–
81.1
2016
£'m
–
–
–
51.1
8.5
15.4
7.8
82.8
Dividends totalling £81.1 million (2016: £82.8 million) were paid in the year with a further £0.1 million (2016: £0.3
million) accrued in relation to share based long term incentive schemes.
10 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the profit for the period attributable to ordinary shareholders by
the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share is based on the weighted average number of shares in issue for the period, adjusted for
the dilutive effect of potential ordinary shares. Potential ordinary shares represent employee share incentive awards
and save as you earn share options.
The Group has chosen to present an alternative earnings per share measure, with profit adjusted for non-underlying
items to reflect the Group’s underlying profit for the year. Underlying earnings is not a recognised profit measure
under IFRS and may not be directly comparable with ‘adjusted’ profit measures used by other companies.
Weighted average number of shares in issue
Weighted average number of dilutive share options
Weighted average number of shares for diluted earnings per share
Profit for the financial year
Non-underlying items
Total underlying profit for underlying earnings per share
Basic earnings per share
Diluted earnings per share
Underlying basic earnings per share
Underlying diluted earnings per share
2017
(Number)
2016
(Number)
340,798,812
171,016
340,696,235
478,006
340,969,828
341,174,241
£'m
£'m
65.7
1.8
67.5
pence
19.3
19.3
19.8
19.8
66.4
(1.4)
65.0
pence
19.5
19.5
19.1
19.1
99
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
11 INTANGIBLE ASSETS
Cost
At 1 February 2016
Additions
Disposals
At 31 January 2017
Amortisation
At 1 February 2016
Provided in the period
Disposals
At 31 January 2017
Net book value
At 31 January 2017
At 31 January 2016
Cost
At 1 February 2015
Additions
Disposals
At 31 January 2016
Amortisation
At 1 February 2015
Provided in the period
Disposals
At 31 January 2016
Net book value
At 31 January 2016
At 31 January 2015
Goodwill
£'m
Software
£'m
Total
£'m
328.2
–
–
328.2
–
–
–
–
328.2
328.2
328.2
–
–
328.2
–
–
–
–
328.2
328.2
7.3
1.8
(2.7)
6.4
4.5
1.7
(1.8)
4.4
2.0
2.8
6.3
1.1
(0.1)
7.3
3.5
1.1
(0.1)
4.5
2.8
2.8
335.5
1.8
(2.7)
334.6
4.5
1.7
(1.8)
4.4
330.2
331.0
334.5
1.1
(0.1)
335.5
3.5
1.1
(0.1)
4.5
331.0
331.0
2016
£’m
313.8
14.4
Impairment testing
For the purposes of impairment testing, goodwill has been allocated to the Group’s CGUs as follows:
Card Factory
Getting Personal
2017
£’m
313.8
14.4
The recoverable amount has been determined based on value-in-use calculations. Value-in-use calculations are
based on five year management forecasts and operating cash flows with a 2% (2016: 2%) terminal growth rate
applied thereafter, representing management’s estimate of the long term growth rate of the sector. The key
assumptions on which operating cash flows are based include sales growth and operating costs. The values
assigned to each of these assumptions were determined based on historical performance of the Group and
expected future trends. The forecast cash flows are discounted at a pre-tax discount rate of 10% (2016: 10%). No
impairment loss was identified in the current year (2016: £nil). The valuations indicate sufficient headroom such that
a reasonably possible change to key assumptions would not result in an impairment of the related goodwill.
100
Card Factory plc Annual Report and Accounts 2017 12 PROPERTY, PLANT AND EQUIPMENT
Freehold
property
£'m
Leasehold
improvements
£'m
Plant,
equipment,
fixtures &
vehicles
£'m
Cost
At 1 February 2016
Additions
Disposals
At 31 January 2017
Depreciation
At 1 February 2016
Provided in the period
Disposals
At 31 January 2017
Net book value
At 31 January 2017
At 31 January 2016
Cost
At 1 February 2015
Additions
Disposals
At 31 January 2016
Depreciation
At 1 February 2015
Provided in the period
Disposals
At 31 January 2016
Net book value
At 31 January 2016
At 31 January 2015
17.3
0.1
–
17.4
1.9
0.4
–
2.3
15.1
15.4
17.0
0.3
–
17.3
1.6
0.3
–
1.9
15.4
15.4
28.8
3.8
(0.5)
32.1
20.7
3.1
(0.5)
23.3
8.8
8.1
29.0
3.9
(4.1)
28.8
21.8
2.9
(4.0)
20.7
8.1
7.2
Total
£'m
89.8
8.6
(1.8)
96.6
49.9
9.2
(1.6)
57.5
43.7
4.7
(1.3)
47.1
27.3
5.7
(1.1)
31.9
15.2
39.1
16.4
39.9
41.4
6.3
(4.0)
43.7
25.8
5.4
(3.9)
27.3
87.4
10.5
(8.1)
89.8
49.2
8.6
(7.9)
49.9
16.4
39.9
15.6
38.2
Disposals in the prior period include £6.9 million cost and accumulated depreciation relating to assets at £nil net
book value which had been previously disposed, identified following a review of the fixed asset register. There was
no net financial impact of this review.
101
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
13 DEFERRED TAX ASSETS AND LIABILITIES
Movement in deferred tax during the year:
At 1 February 2015
(Charge)/credit to income statement
Credit to other comprehensive income
Credit to equity
At 31 January 2016
(Charge)/credit to income statement
Credit to other comprehensive income
Charge to equity
At 31 January 2017
Fixed
assets
£'m
Share based
payments
£'m
Derivative
financial
instruments and
hedge
accounting
£'m
Leases
£'m
Other timing
differences
£'m
0.3
(0.3)
–
–
–
0.2
–
–
0.2
0.2
0.3
–
0.1
0.6
(0.1)
–
(0.1)
0.4
(1.1)
0.9
(0.1)
(0.1)
0.5
–
(0.7)
–
0.2
–
(0.5)
(0.9)
–
–
–
0.2
–
–
0.2
0.4
–
–
0.3
–
–
–
0.3
Total
£'m
0.2
(0.6)
0.5
0.1
0.2
0.3
0.2
(0.1)
0.6
Deferred tax assets and liabilities are offset to the extent they are levied by the same tax authority and the Group
has a legally enforceable right to make or receive a single payment. Deferred tax assets and liabilities are offset
as follows:
Deferred tax assets
Deferred tax liabilities
Net deferred tax asset
2017
£'m
1.1
(0.5)
0.6
2016
£'m
0.8
(0.6)
0.2
Reductions in the corporation tax rate to 19% from 1 April 2017 and 17% from 1 April 2020 were substantively
enacted on 26 October 2015 and 6 September 2016. Deferred tax assets in respect of timing differences are
expected to be recoverable against future taxable profits and are recognised according to the rate when the timing
differences are expected to reverse.
14 INVENTORIES
Finished goods
Work in progress
2017
£'m
50.9
0.5
51.4
2016
£'m
50.0
0.4
50.4
The cost of inventories recognised as an expense and charged to cost of sales in the year was £108.0 million
(2016: £105.1 million).
102
Card Factory plc Annual Report and Accounts 2017 15 TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Other receivables
Prepaid property costs
Other prepayments and accrued income
Non-current
Prepaid property costs
2017
£'m
0.2
1.2
12.6
2.6
16.6
2016
£'m
0.3
0.9
13.0
2.8
17.0
0.8
1.0
Non-current prepaid property costs relate to lease premiums and fees released to the income statement over the
period of the lease.
Other receivables include £0.9 million (2016: £0.5 million) US Dollar denominated deposits paid on inventory
purchases.
16 CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Unsecured bank overdraft (note 17)
Net cash and cash equivalents
The Group’s cash and cash equivalents are denominated in the following currencies:
Sterling
US Dollars
17 BORROWINGS
Current liabilities
Unsecured bank loans and accrued interest
Unsecured bank overdraft
Non-current liabilities
Unsecured bank loans
2017
£'m
3.0
(8.7)
(5.7)
2017
£'m
(6.6)
0.9
(5.7)
2017
£'m
0.1
8.7
8.8
2016
£'m
11.3
–
11.3
2016
£'m
2.8
8.5
11.3
2016
£'m
0.1
–
0.1
129.3
134.1
103
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials
Notes to the Financial Statements continued
17 BORROWINGS CONTINUED
Bank loans
Bank borrowings are summarised as follows:
Liability
£’m
Interest rate %
Interest margin
ratchet range %
Repayment terms
31 January 2017
Unsecured bank loan
Accrued interest
Debt issue costs
31 January 2016
Unsecured bank loan
Accrued interest
Debt issue costs
130.0
0.1
(0.7)
129.4
135.0
0.1
(0.9)
134.2
1.00 + LIBOR 1.00 – 2.00 £200m RCF
The facility terminates in June 2020
1.00 + LIBOR 1.00 – 2.00 £200m RCF
The facility terminates in June 2020
Group borrowing facilities consist of a £200 million revolving credit facility (‘RCF’) terminating 26 June 2020 with
an additional £100 million accordion. Borrowings under the facility attract interest at LIBOR plus a margin in the
range 1.0% to 2.0%, subject to a leverage ratchet (LIBOR plus 1.00% at 31 January 2017). The facilities are subject to
financial covenants typical to an arrangement of this nature.
At the balance sheet date the Group had utilised a further £0.5 million (2016: £0.3 million) of the RCF in relation to
letters of credit. The Group utilises letters of credit to facilitate contracts with certain third party suppliers.
Contractual cash flows of financial liabilities are disclosed in note 23.
18 TRADE AND OTHER PAYABLES
Current
Trade payables
Other taxation and social security
Property accruals and deferred income
Other accruals and deferred income
Non-current
Property accruals and deferred income
2017
£'m
13.9
3.8
7.0
12.7
37.4
2016
£'m
13.6
3.1
6.0
13.1
35.8
11.2
11.4
Property deferred income relates to lease incentives recognised in the income statement over the period of
the lease.
The Group has net US Dollar denominated trade and other payables of £5.8 million (2016: £4.0 million).
104
Card Factory plc Annual Report and Accounts 2017 19 SHARE CAPITAL AND SHARE PREMIUM
Share capital
Allotted, called up and fully paid ordinary shares of one pence:
At the start of the period
Issued in the period (note 25)
At the end of the period
2017
(Number)
2016
(Number)
340,696,235
148,629
340,696,235
–
340,844,864
340,696,235
£’m
£’m
Share capital
At the start of the period
Issued in the period (note 25)
At the end of the period
Share premium
At the start of the period
Issued in the period (note 25)
At the end of the period
20 NOTES TO THE CASH FLOW STATEMENT
Reconciliation of operating profit to cash generated from operations:
Profit before tax
Net finance expense
Operating profit
Adjusted for:
Depreciation and amortisation
Loss on disposal of fixed assets
Cash flow hedging foreign currency movements
Share based payments charge
Operating cash flows before changes in working capital
Decrease/(increase) in receivables
Increase in inventories
Increase in payables
Cash inflow from operating activities
3.4
–
3.4
£’m
201.6
0.3
201.9
2017
£'m
82.8
2.9
85.7
10.9
1.1
(0.2)
0.2
97.7
1.1
(1.0)
1.6
99.4
3.4
–
3.4
£’m
201.6
–
201.6
2016
£'m
83.7
5.2
88.9
9.7
0.1
2.4
1.3
102.4
(3.0)
(8.9)
1.7
92.2
105
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
21 ANALYSIS OF NET DEBT
At 1 February
2016
£'m
Cash flow
£'m
Non-cash
changes
£'m
At 31 January
2017
£'m
Unsecured bank loans and accrued interest (note 17)
Cash and cash equivalents (note 16)
Total net debt
(134.2)
11.3
(122.9)
5.0
(17.0)
(12.0)
(0.2)
–
(0.2)
(129.4)
(5.7)
(135.1)
At 1 February
2015
£'m
Cash flow
£'m
Non-cash
changes
£'m
At 31 January
2016
£'m
Unsecured bank loans and accrued interest (note 17)
Cash and cash equivalents (note 16)
Total net debt
(170.4)
69.0
(101.4)
38.3
(57.7)
(19.4)
(2.1)
–
(2.1)
(134.2)
11.3
(122.9)
22 OPERATING LEASE COMMITMENTS
Future minimum rentals payable under non-cancellable operating leases:
Aggregate future minimum lease payments:
Within one year
Within one to two years
Within two to three years
Within three to four year
Within four to five years
Within five to ten years
Within eleven to fifteen years
2017
£'m
2016
£'m
40.0
35.5
30.0
23.6
16.3
23.7
0.5
169.6
38.0
34.6
29.6
23.9
17.6
27.6
0.8
172.1
The Group enters into non-cancellable operating leases, primarily in respect of retail stores. The majority of the
Group’s operating leases provide for their renewal by mutual agreement at the expiry of the lease term. Certain
leases have a break clause, enforceable at the discretion of the Group. The Group also leases the majority of its
motor vehicle fleet, a small amount of equipment and an element of its warehousing requirements.
23 FINANCIAL RISK MANAGEMENT
The principal financial risks faced by the Group are liquidity, foreign currency, interest rate and counterparty
credit risk.
The Board have overall responsibility for managing risks and uncertainties across the Group. The principal financial
risks and uncertainties and the actions taken to mitigate them are reviewed on an on-going basis. Further details of
the Group’s approach to managing risk are included in the Principal Risks and Uncertainties section of the Strategic
Report on pages 23 to 26 and in the Corporate Governance Report on page 45.
Liquidity risk
The Group generates significant operational cash inflows and can draw down on immediate request against a
£200 million revolving credit facility. At the balance sheet date the Group had undrawn RCF facilities of £59.7
million (2016: £70.2 million). Cash flow forecasts are prepared to assist management in identifying future
liquidity requirements.
Long term bank funding is subject to certain agreed financial covenants. The risk of a breach of these covenants is
mitigated by regular financial forecasting, detailed covenant modelling and monitoring of covenant compliance. As
at 31 January 2017, the Group had adequate headroom against all of its financial covenants. Further details on
Group borrowings are set out in note 17 of the financial statements.
106
Card Factory plc Annual Report and Accounts 2017 The table below analyses the contractual cash flows of the Group’s non-derivative financial liabilities as at the
balance sheet date. The amounts disclosed in the tables are the contractual undiscounted cash flows, inclusive of
interest, stated at balance sheet date interest rates in respect of floating interest rate liabilities.
At 31 January 2017
Unsecured bank loans
Unsecured bank overdraft
Trade and other payables
At 31 January 2016
Unsecured bank loans
Trade and other payables
Less than
one year
£’m
One to
two years
£’m
Two to
five years
£’m
More than
five years
£’m
Total
£’m
0.1
8.7
34.2
43.0
0.1
32.7
32.8
–
–
–
–
–
–
–
130.0
–
–
130.0
135.0
–
135.0
–
–
–
–
–
–
–
130.1
8.7
34.2
173.0
135.1
32.7
167.8
The table below analyses the contractual cash flows of the Group’s derivative financial instruments as at the
balance sheet date. The amounts disclosed represent the total contractual undiscounted cash flows at the balance
sheet date exchange and interest rates.
Less than
one year
£’m
One to
two years
£’m
Two to
five years
£’m
More than
five years
£’m
Total
£’m
At 31 January 2017
Foreign exchange contracts
– Inflow
– Outflow
Interest rate contracts
– Outflow
At 31 January 2016
Foreign exchange contracts
– Inflow
– Outflow
Interest rate contracts
– Outflow
78.8
(72.9)
23.9
(22.1)
–
(0.1)
47.0
(41.8)
(0.2)
29.5
(25.9)
(0.1)
–
–
–
7.0
(6.1)
(0.1)
–
–
–
–
–
–
102.7
(95.0)
(0.1)
83.5
(73.8)
(0.4)
Foreign currency risk
A significant proportion of the Group’s retail products are procured from overseas suppliers denominated in US
Dollars. Current Group policy requires forward cover of between 50% and 100% of the next 12 months rolling US
Dollar requirement using foreign exchange derivative contracts and US Dollar denominated cash balances and up
to 75% forward cover for the period 12 to 24 months. The policy permits a proportion of each year’s US Dollar
requirement to be covered by structured options and similar instruments.
The table below analyses the sensitivity of the Group’s US Dollar denominated financial instruments to a 10 cent
movement in the USD to GBP exchange rate at the balance sheet date, holding all other assumptions constant.
10 cent increase
10 cent decrease
2017
2016
Impact on profit
after tax
£'m
Impact on cash
flow hedging
reserve
£'m
Impact on profit
after tax
£'m
Impact on cash
flow hedging
reserve
£'m
(2.0)
(1.3)
(2.2)
2.6
(3.4)
3.7
(1.0)
1.2
107
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
23 FINANCIAL RISK MANAGEMENT CONTINUED
Interest rate risk
The Group’s principal interest rate risk arises from long term borrowings. Bank borrowings are denominated in
Sterling and are borrowed at floating interest rates. The Group utilises interest rate derivative financial instruments
to mitigate the interest rate risk on an element of these borrowing costs. Current Group policy requires between
25% and 75% of forecast floating interest rate borrowings to be hedged for the next 24 months using interest rate
derivative contracts.
The table below shows the impact on the reported results of a 50 basis point increase or decrease in the interest
rate for the year.
50 basis point interest rate increase
50 basis point interest rate decrease
2017
2016
Impact on profit
after tax
£'m
Impact on cash
flow hedging
reserve
£'m
Impact on profit
after tax
£'m
Impact on cash
flow hedging
reserve
£'m
(0.3)
0.4
0.1
(0.1)
–
0.1
0.1
(0.1)
Counterparty credit risk
The Group is exposed to counterparty credit risk on its holdings of cash and cash equivalents and derivative
financial assets. To mitigate the risk, counterparties are limited to high credit-quality financial institutions and
exposures are monitored on a monthly basis. Under the revised borrowing facility, Sterling cash balances are
maintained at near zero to minimise interest expense on the RCF, thereby reducing counterparty credit risk on
cash balances.
The Group is also exposed to counterparty credit risk in relation to payments in advance of goods to overseas
suppliers. At 31 January 2017 this exposure amounted to £0.9 million (2016: £0.5 million). The Group utilises letters
of credit for certain overseas suppliers, thereby reducing the total exposure to advance payments.
As a retail business the Group has minimal exposure to credit risk on trade receivables.
Capital management
The Group’s capital risk management policy is to maintain a capital structure that is conservative yet efficient in
terms of providing long term returns to shareholders.
The Group defines capital as equity attributable to the equity holders of the parent plus net debt. Net debt is
shown in note 21.
The Group has a continued focus on free cash flow generation. The Board monitors a range of financial metrics
together with banking covenant ratios, maintaining suitable headroom to ensure that the Group’s financing
requirements continue to be serviceable.
108
Card Factory plc Annual Report and Accounts 2017 24 FINANCIAL INSTRUMENTS
Fair value
Financial instruments carried at fair value are measured by reference to the following fair value hierarchy:
• Level 1: quoted prices in active markets for identical assets or liabilities;
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Derivative financial instruments are carried at fair value and measured under a level 2 valuation method.
Derivative financial instruments
The balance sheet date fair value of derivative financial instruments is as follows:
Derivative assets
Non-current
Interest rate contracts
Foreign exchange contracts
Current
Foreign exchange contracts
Derivative liabilities
Current
Interest rate contracts
Foreign exchange contracts
Non-current
Foreign exchange contracts
2017
£'m
0.1
0.5
0.6
3.5
(0.1)
(0.6)
(0.7)
(0.2)
2016
£'m
0.3
1.5
1.8
3.5
(0.2)
–
(0.2)
–
Interest rate contracts
At 31 January 2017 the Group held fixed for floating interest rate swaps and interest rate caps to hedge a portion of
the variable interest rate risk on bank borrowings. Notional principal amounts for interest hedges total £60.0 million
for the period to October 2017, increasing to £80.0 million for the period to October 2018 then reducing to £60.0
million for the period to October 2019 (2016: £60.0 million for the period to October 2018, reducing to £20.0
million to October 2019. Fair value movements of £0.2 million (2016: £0.1 million) were expensed to the income
statement as a non-underlying item within financial expense.
Foreign exchange contracts
At 31 January 2017 the Group held a portfolio of foreign currency derivative contracts with notional principal
amounts totalling £95.0 million (2016: £73.8 million) to mitigate the exchange risk on future US Dollar denominated
trade purchases. Foreign currency derivative contracts with a notional value of £53.2 million (2016: £61.8 million)
were not designated as hedging relationships. Fair value movements in foreign currency derivatives are recognised
in other comprehensive income to the extent the contract is part of an effective hedging relationship. Fair value
movements of £0.6 million that do not form part of an effective hedging relationship have been charged to the
income statement (2016: £3.9 million credited) as a non-underlying item within cost of sales (see note 3).
109
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
24 FINANCIAL INSTRUMENTS CONTINUED
Classification of financial instruments
The table below shows the classification of financial assets and liabilities at the balance sheet date.
At 31 January 2017
Financial assets measured at fair value
Derivative financial instruments
Financial assets not measured at fair value
Trade and other receivables
Cash and cash equivalents
Financial liabilities measured at fair value
Derivative financial instruments
Financial liabilities not measured at fair value
Unsecured bank loans
Unsecured bank overdrafts
Trade and other payables
At 31 January 2016
Financial assets measured at fair value
Derivative financial instruments
Financial assets not measured at fair value
Trade and other receivables
Cash and cash equivalents
Financial liabilities measured at fair value
Derivative financial instruments
Financial liabilities not measured at fair value
Unsecured bank loans
Trade and other payables
Held for
trading
£'m
Cash flow
hedging
instruments
£'m
Loans and
receivables
£'m
Other
financial
liabilities
£'m
3.3
0.8
–
–
–
–
(0.2)
(0.7)
–
–
–
3.1
–
–
–
0.1
3.7
1.6
–
–
–
–
–
3.7
–
–
(0.2)
–
–
1.4
–
1.4
3.0
–
–
–
–
4.4
–
1.2
11.3
–
–
–
12.5
–
–
–
–
(129.4)
(8.7)
(34.2)
(172.3)
–
–
–
–
(134.2)
(32.7)
(166.9)
The fair values of financial instruments have been assessed as approximating to their carrying values.
Derivative financial instruments are utilised to mitigate foreign exchange risk on the requisition of inventory and
interest rate risk on borrowings. The Group does not trade in derivative financial instruments. However, certain
derivatives not designated as a hedging relationship are classified as held for trading for accounting purposes.
110
Card Factory plc Annual Report and Accounts 2017
25 EQUITY SETTLED SHARE BASED PAYMENT ARRANGEMENTS
Card Factory Long Term Incentive Plan (‘LTIP’)
The Company grants awards of shares to the Executive Directors, members of the senior management team and
senior employees under the terms of the LTIP. Grants are made annually under the scheme subject to approval by
the Board. The award comprises a right to receive free shares or nil cost options. The shares will be issued within 30
days, or as soon as practicable, after the vesting date. The grants awarded in favour of senior employees are
subject to a three year vesting period. The grants awarded in favour of the Executive Directors and members of the
senior management team are subject to a three year vesting period and include performance conditions. Further
details on Executive Director LTIP awards are provided in the Remuneration Report on pages 53 to 71. All shares
received on vesting of Executive Director and senior management awards are subject to a two year holding period
(sale of shares is permitted to cover personal tax and social security contributions arising on the awards).
Card Factory SAYE Scheme (‘SAYE’)
The SAYE scheme is open to all staff with eligible length of service. Grants are made annually under the scheme
subject to approval by the Board. Options may be exercised under the scheme within six months of the completion
of the three year savings contract. There is provision for early exercise in certain circumstances such as death,
disability, redundancy and retirement.
Other options awarded
Under his terms of appointment dated 30 April 2014, Geoff Cooper, the Company’s Non-Executive Chairman, was
granted the option to purchase £330,000 of ordinary shares as part of, or alongside, the IPO at the offer price
(£2.25), £330,000 of ordinary shares at the offer price (£2.25) on the date falling two years after the date of
admission to the London Stock Exchange and £330,000 at the offer price (£2.25) on the date falling three years
after the date of admission. The entitlement to make such purchases is conditional upon and subject to Mr Cooper
remaining as Chairman of the Company on such date. On 24 May 2016 Mr Cooper exercised the option to purchase
£330,000 of ordinary shares at £2.25 resulting in a gain of £214,132 based on the share price at that date.
Under the terms of the Card Factory Directors’ Remuneration Policy, one third of any bonus payment to participants
that have not met the relevant shareholding requirement will be deferred in shares for three years. As Karen Hubbard
does not currently meet this requirement, one third of her bonus entitlement in respect of the financial year will be
deferred in shares for three years. The shares have no vesting conditions and Karen will be entitled to receive them in
three years. The share price will be determined at the date the bonus award is made. The outstanding awards shown
below include an estimated number of shares based on the share price at 31 January 2017.
Reconciliation of outstanding awards
LTIP
SAYE
Other options/shares awarded
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Outstanding at 1 February 2015
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at 31 January 2016
Granted during the year
Exercised during the year
Forfeited during the year
1,025,555
895,747
–
(54,015)
1,867,287
723,998
–
(371,263)
£0.00
£0.00
–
£0.00
£0.00
£0.00
–
£0.00
–
793,961
–
(47,697)
746,264
281,978
(1,963)
(190,525)
–
£2.90
–
£2.90
£2.90
£2.91
–
£2.90
293,332
–
–
–
293,332
12,582*
(146,666)
–
Outstanding at 31 January 2017
2,220,022
£0.00
835,754
£2.90
159,248
£2.25
–
–
–
£2.25
£2.50
£2.25
–
£2.27
9,298 options were exercisable under the SAYE scheme at 31 January 2017.
* Estimated number of shares in respect of CEO bonus entitlement to be deferred in shares for three years. The award was yet to be granted at 31 January 2017.
111
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Financial Statements continued
25 EQUITY SETTLED SHARE BASED PAYMENT ARRANGEMENTS CONTINUED
Fair value of awards
The fair value of awards granted during the year has been measured using the Black-Scholes model assuming the
inputs below.
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility
Expected term
Expected dividend yield
Risk free interest rate
2017
2016
LTIP
SAYE
LTIP
SAYE
£3.07
£3.07
£0.00
30%
3 years
N/A*
0.11%
£0.53
£3.20
£2.91
30%
3 years
7.5%
0.21%
£3.08
£3.08
£0.00
30%
3 years
N/A*
0.67%
£0.53
£3.27
£2.90
30%
3 years
6.0%
0.92%
* LTIP awards have a £nil exercise price and accrue dividend equivalents over the vesting period, consequently the fair value at grant date is equal to the
grant date share price.
The CEO bonus award will accrue dividend equivalents and consequently the fair value at grant date will be equal
to the grant date share price.
The expected volatility is based on historical volatility of a peer group of companies over a relevant period prior to
the awards and is comparable to the volatility of Card Factory shares over the available period from May 2014 to
the grant date.
Impact on the income statement
The total expense recognised in the income statement arising from share-based payments is as follows:
2017
£'m
0.1
0.1
0.2
2016
£'m
1.2
0.1
1.3
Card Factory LTIP
SAYE
The amounts disclosed above do not include employer’s national insurance costs.
26 CAPITAL COMMITMENTS
There were capital commitments of £0.6 million at 31 January 2017 (2016: £0.6 million).
27 CONTINGENT LIABILITIES
There were no material contingent liabilities at 31 January 2017 (2016: £nil).
28 RELATED PARTY TRANSACTIONS
The Group has taken advantage of the exemptions contained within IAS 24 ‘Related Party Disclosures’ from the
requirement to disclose transactions between Group companies as these have been eliminated on consolidation.
Transactions with key management personnel
The key management personnel of the Group comprise the Card Factory plc Board of Directors and the
Operational Board. Disclosures relating to remuneration of key management personnel are included in note 6 of the
financial statements. Further details of Directors’ remuneration are set out in the Directors’ Remuneration Report
on pages 53 to 71. Directors of the Company and their immediate families control 1.78% of the ordinary shares of
the Company.
There were no other related party transactions in the year.
112
Card Factory plc Annual Report and Accounts 2017 29 SUBSIDIARY UNDERTAKINGS
At 31 January 2017 the Group controlled 100% of the issued ordinary share capital of the following subsidiaries, all
of which are registered in England and Wales, and all of which are included in the consolidated financial statements.
Subsidiary undertaking
Nature of business
CF Bidco Limited *
Sportswift Limited
Printcraft Limited
Getting Personal Limited
CF Topco Limited *
CF Interco Limited
Short Rhyme Limited
Heavy Distance Limited
Getting Personal Group Limited
Getting Personal (UK) Limited
Lupfaw 221 Limited
Sportswift Properties Limited
CF Midco Limited
Century Cards Limited
Rose Card Limited
Celebration Cards Limited
Sportswift Trading Limited
CF Newco Limited
321 Cards Limited
Card Concepts Limited
Excelsior Graphics Limited
Card Factory Stores Limited
Card Factory Retail Limited
Card Factory Online Limited
Card Factory Greetings Limited
Intermediate holding company
Sale of greeting cards and gifts
Printers
Online sale of personalised products and gifts
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Registered office
Same as the Company
Same as the Company
Same as the Company
**
Same as the Company
Same as the Company
Same as the Company
Same as the Company
**
**
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
* Shares held directly. All other subsidiaries shares are held indirectly through subsidiary undertakings.
** 1st Floor, Southmoor House Southmoor Industrial Estate, Southmoor Road, Manchester, M23 9XD.
113
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Parent Company Balance Sheet
AS AT 31 JANUARY 2017
Non-current assets
Investments
Deferred tax
Current assets
Trade and other receivables
Total assets
Current liabilities
Trade and other payables
Net assets
Equity
Share capital
Share premium
Merger reserve
Retained earnings
Equity attributable to equity holders of the parent
Note
2017
£'m
2016
£'m
4
5
6
7
8
8
316.2
0.2
316.4
116.2
0.3
116.5
0.4
162.6
316.8
279.1
(1.9)
(1.5)
314.9
277.6
3.4
201.9
2.7
106.9
314.9
3.4
201.6
2.7
69.9
277.6
The financial statements on pages 114 to 124 were approved by the Board of Directors on 27 March 2017 and were
signed on its behalf by:
Darren Bryant
Chief Financial Officer
Company number 09002747
114
Card Factory plc Annual Report and Accounts 2017 Parent Company Statement
of Changes in Equity
FOR THE YEAR ENDED 31 JANUARY 2017
Share
capital
£'m
Share
premium
£'m
Merger
reserve
£'m
Retained
earnings
£'m
Total
equity
£'m
At 1 February 2015
3.4
201.6
2.7
114.9
322.6
Total comprehensive income for the year
Profit or loss
Transactions with owners, recorded directly in equity
Share based payments
Taxation on share based payments recognised in equity
Dividends
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
36.7
36.7
1.3
0.1
(83.1)
1.3
0.1
(83.1)
(81.7)
(81.7)
At 31 January 2016
3.4
201.6
2.7
69.9
277.6
Total comprehensive income for the year
Profit or loss
Transactions with owners, recorded directly in equity
Issue of shares (note 8)
Share based payments
Taxation on share based payments recognised in equity
Dividends
–
–
–
–
–
–
–
0.3
–
–
–
0.3
–
–
–
–
–
–
117.9
117.9
–
0.2
–
(81.1)
0.3
0.2
–
(81.1)
(80.9)
(80.6)
At 31 January 2017
3.4
201.9
2.7
106.9
314.9
115
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Parent Company Cash Flow Statement
FOR THE YEAR ENDED 31 JANUARY 2017
Cash (outflow)/inflow from operating activities
Corporation tax paid
Net cash (outflow)/inflow from operating activities
Cash flows from investing activities
Dividends received
Repayment of loans by Group undertakings
Interest received from Group undertakings
Investments in subsidiary undertakings
Net cash inflow from investing activities
Cash flows from financing activities
Proceeds from new shares issued
Dividends paid
Net cash outflow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Closing cash and cash equivalents
Note
12
2017
£'m
(0.8)
–
(0.8)
117.0
163.1
1.5
(200.0)
81.6
0.3
(81.1)
(80.8)
–
–
–
2016
£'m
0.4
–
0.4
32.8
156.4
4.3
(111.1)
82.4
–
(82.8)
(82.8)
–
–
–
116
Card Factory plc Annual Report and Accounts 2017 Notes to the Parent Company
Financial Statements
1 ACCOUNTING POLICIES
Basis of preparation
The Company financial statements have been prepared and approved by the Directors in accordance with
International Financial Reporting Standards as adopted by the EU (‘EU IFRS’) and with those parts of the
Companies Act 2006 applicable to companies reporting under EU IFRS.
The financial statements have been prepared under the historical cost convention.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going
concern basis.
Principal accounting policies
The principal accounting policies set out below have, unless otherwise stated, been applied consistently to all
periods presented in these financial statements.
Income statement
The Company made a profit after tax of £117.9 million for the year ended 31 January 2017 (2016: £36.7 million),
including £117.0 million dividends received from subsidiary undertakings (2016: £32.8 million). As permitted by
section 408 of the Companies Act 2006, the income statement of the Company is not presented as part of the
financial statements.
Investments
Investments in subsidiary undertakings are held at cost less any provision for impairment.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured
at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown
in equity as a deduction from the proceeds.
Merger reserve
On 30 April 2014 Card Factory plc acquired 100% of the share capital of CF Topco Limited in a share for share
exchange, thereby inserting Card Factory plc as the Parent Company of the Group. The shareholders of CF Topco
Limited became 100% owners of the enlarged share capital of Card Factory plc. The premium arising on the issue
of shares is recognised in the merger reserve.
Share based payments
The Company issues equity-settled share based payments to employees through the Card Factory Long Term
Incentive Plan (‘LTIP’) and the Card Factory SAYE Scheme (‘SAYE’), see note 9 for further details. The cost of equity-
settled share awards is measured as the fair value of the award at the grant date using the Black-Scholes model.
The cost of awards to employees of the Company is expensed to the income statement, together with a
corresponding adjustment to equity, on a straight line basis over the vesting period of the award. The cost of
awards to employees of subsidiary undertakings is recognised as a capital contribution, immediately reimbursed by
the subsidiary. The total cost of the awards is based on the Group’s estimate of the number of share awards that
will eventually vest in accordance with the vesting conditions. The awards do not include market-based vesting
conditions. At each balance sheet date, the Group revises its estimate of the number of awards that are expected to
vest. Any revision to estimates is recognised in the income statement, with a corresponding adjustment to equity.
The expense recognised in the Company income statement is subsequently charged to subsidiary entities to the
extent that management services are provided to those subsidiary entities.
117
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Parent Company
Financial Statements continued
1 ACCOUNTING POLICIES CONTINUED
Dividends
Dividends are recognised as a liability in the period in which they are approved such that the Company is obliged to
pay the dividend.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the income
statement except to the extent that it relates to items recognised directly in equity or through other comprehensive
income, in which case it is recognised in equity or other comprehensive income respectively.
Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates
enacted or substantively enacted at the balance sheet date. Deferred tax is provided on temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the
initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business
combination and differences relating to investments in subsidiaries to the extent that they will probably not reverse
in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the
balance sheet date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised.
New standards and interpretations
EU Endorsed International Financial Reporting Standards effective in the year
The following new and amended standards, adopted in the current financial year, had no significant impact on the
financial statements.
• Clarification of acceptable methods of depreciation (Amendments to IAS 16 and IAS 38)
• Accounting for acquisitions of interest in joint operations (Amendments to IFRS 11)
• Annual Improvements to IFRSs 2012 – 2014 cycle
• Equity method in separate financial statements (Amendments to IAS 27)
• Investment entities: Applying the consolidation exception (Amendments to IAS 28, IFRS 10 and IFRS 12)
• Disclosure Initiative (Amendments to IAS 1)
EU Endorsed International Financial Reporting Standards in issue but not yet effective
The Directors considered the impact on the Company of EU endorsed, new and revised accounting standards,
interpretations or amendments. The following new and revised accounting standards are currently endorsed but
not yet effective.
• IFRS 15 Revenue from contracts
• IFRS 9 Financial instruments
IFRS 15 ‘revenue from contracts’ introduces principles to recognise revenue by allocation of the transaction price to
performance obligations and is effective for accounting periods commencing on or after 1 January 2018 . Adoption
of the standard is not expected to have a material impact on the financial statements of the Company.
IFRS 9 ‘Financial instruments’ will supersede IAS 39 and is effective for accounting periods commencing on or after
1 January 2018. The Group is assessing the impact on the classification and measurement of financial instruments.
International Financial Reporting Standards in issue but not yet effective and not EU endorsed
The future impact on the financial statements of new standards and amendments awaiting EU endorsement is
currently being assessed. New standards awaiting EU endorsement include IFRS 16 ‘Leases’, which is effective for
annual periods beginning on or after 1 January 2019. The standard replaces IAS 17, and will require entities to apply
a single lessee accounting model, with lessees recognising right of use assets and lease liabilities on balance sheet
for all applicable leases. Adoption of the standard is not expected to have a material impact on the financial
statements of the Company.
118
Card Factory plc Annual Report and Accounts 2017 2 EMPLOYEE COSTS
The Company has no employees other than the Board of Directors. Full details of Directors’ remuneration are set
out in the Directors’ Remuneration Report on pages 53 to 71.
3 DIVIDENDS
The Board is recommending a final dividend in respect of the financial year ended 31 January 2017 of 6.3 pence per
share (2016: 6.0 pence per share), resulting in a total final dividend of £21.5 million (2016: £20.4 million). The
dividend will, subject to shareholders’ approval at the Annual General Meeting on 25 May 2017, be paid on 9 June
2017 to shareholders on the register at the close of business on 5 May 2017. No liability is recorded in the financial
statements in respect of this final dividend as it was not approved at the balance sheet date.
Dividends paid in the year:
Special dividend for the year ended 31 January 2017
Interim dividend for the year ended 31 January 2017
Final dividend for the year ended 31 January 2016
Special dividend for the year ended 31 January 2016
Interim dividend for the year ended 31 January 2016
Final dividend for the year ended 31 January 2015
Interim dividend for the year ended 31 January 2015
Pence
per share
15.0p
2.8p
6.0p
15.0p
2.5p
4.5p
2.3p
2017
£'m
51.1
9.6
20.4
–
–
–
–
81.1
2016
£'m
–
–
–
51.1
8.5
15.4
7.8
82.8
Dividends totalling £81.1 million (2016: £82.8 million) were paid in the year with a further £0.1 million (2016: £0.3
million) accrued in relation to share based long term incentive schemes.
4 INVESTMENTS IN SUBSIDIARIES
At 31 January 2015
Additions
At 31 January 2016
Additions
At 31 January 2017
£'m
5.1
111.1
116.2
200.0
316.2
Additions in the year comprise a further £200.0 million investment in CF Bidco Limited. Additions in the prior year
comprise the acquisition of 100% of the issued ordinary share capital of CF Bidco Limited from CF Interco Limited,
both 100% owned subsidiary entities, as part of a simplification of the Group structure.
The Directors’ are satisfied that there is no indication of an impairment of the investment in subsidiaries.
119
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Parent Company
Financial Statements continued
4 INVESTMENTS IN SUBSIDIARIES CONTINUED
Subsidiary undertakings
At 31 January 2017 the Company controlled 100% of the issued ordinary share capital of the following subsidiaries,
all of which are registered in England and Wales, and all of which are included in the consolidated financial
statements.
Subsidiary undertaking
Nature of business
CF Bidco Limited *
Sportswift Limited
Printcraft Limited
Getting Personal Limited
CF Topco Limited *
CF Interco Limited
Short Rhyme Limited
Heavy Distance Limited
Getting Personal Group Limited
Getting Personal (UK) Limited
Lupfaw 221 Limited
Sportswift Properties Limited
CF Midco Limited
Century Cards Limited
Rose Card Limited
Celebration Cards Limited
Sportswift Trading Limited
CF Newco Limited
321 Cards Limited
Card Concepts Limited
Excelsior Graphics Limited
Card Factory Stores Limited
Card Factory Retail Limited
Card Factory Online Limited
Card Factory Greetings Limited
Intermediate holding company
Sale of greeting cards and gifts
Printers
Online sale of personalised products and gifts
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Dormant
Registered office
Same as the Company
Same as the Company
Same as the Company
**
Same as the Company
Same as the Company
Same as the Company
Same as the Company
**
**
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
Same as the Company
* Shares held directly. All other subsidiaries shares are held indirectly through subsidiary undertakings.
** 1st Floor, Southmoor House Southmoor Industrial Estate, Southmoor Road, Manchester, M23 9XD.
5 DEFERRED TAX ASSET
Deferred tax assets in relation to share based payments
6 TRADE AND OTHER RECEIVABLES
Amounts owed by Group undertakings
Prepayments and other debtors
120
2017
£'m
0.2
2017
£'m
0.3
0.1
0.4
2016
£'m
0.3
2016
£'m
162.5
0.1
162.6
Card Factory plc Annual Report and Accounts 2017 7 TRADE AND OTHER PAYABLES
Amounts owed to Group undertakings
Trade creditors
Accruals
8 SHARE CAPITAL AND SHARE PREMIUM
Share capital
Allotted, called up and fully paid ordinary shares of one pence:
At the start of the period
Shares issued in the year*
At the end of the period
Share capital
At the start of the period
Shares issued in the year*
At the end of the period
Share premium
At the start of the period
Shares issued in the year*
At the end of the period
2017
£'m
0.8
0.2
0.9
1.9
2016
£'m
–
–
1.5
1.5
2017
(Number)
2016
(Number)
340,696,235
148,629
340,696,235
–
340,844,864
340,696,235
£’m
£’m
3.4
–
3.4
£’m
201.6
0.3
201.9
3.4
–
3.4
£’m
201.6
–
201.6
* Shares issued in the year relate to share incentive schemes. See note 9 for further details.
9 EQUITY SETTLED SHARE BASED PAYMENT ARRANGEMENTS
Card Factory Long Term Incentive Plan (‘LTIP’)
The Company grants awards of shares to the Executive Directors, members of the senior management team and
senior employees under the terms of the LTIP. Grants are made annually under the scheme subject to approval by
the Board. The award comprises a right to receive free shares or nil cost options. The shares will be issued within 30
days, or as soon as practicable, after the vesting date. The grants awarded in favour of senior employees are
subject to a three year vesting period. The grants awarded in favour of the Executive Directors and members of the
senior management team are subject to a three year vesting period and include performance conditions. Further
details on Executive Director LTIP awards are provided in the Remuneration Report on pages 53 to 71. All shares
received on vesting of Executive Director and senior management awards are subject to a two year holding period
(sale of shares is permitted to cover personal tax and social security contributions arising on the awards).
Card Factory SAYE Scheme (‘SAYE’)
The SAYE scheme, established during the year, is open to all staff with eligible length of service. Grants are made
annually under the scheme subject to approval by the Board. Options may be exercised under the scheme within
six months of the completion of the three year savings contract. There is provision for early exercise in certain
circumstances such as death, disability, redundancy and retirement.
121
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Parent Company
Financial Statements continued
9 EQUITY SETTLED SHARE BASED PAYMENT ARRANGEMENTS CONTINUED
Other options awarded
Under his terms of appointment dated 30 April 2014, Geoff Cooper, the Company’s Non-Executive Chairman, was
granted the option to purchase £330,000 of ordinary shares as part of, or alongside, the IPO at the offer price
(£2.25), £330,000 of ordinary shares at the offer price (£2.25) on the date falling two years after the date of
admission to the London Stock Exchange and £330,000 at the offer price (£2.25) on the date falling three years
after the date of admission. The entitlement to make such purchases is conditional upon and subject to Mr Cooper
remaining as Chairman of the Company on such date. On 24 May 2016 Mr Cooper exercised the option to purchase
£330,000 of ordinary shares at £2.25 resulting in a gain of £214,132 based on the share price at that date.
Under the terms of the Card Factory Directors’ Remuneration Policy, one third of any bonus payment to participants
that have not met the relevant shareholding requirement will be deferred in shares for three years. As Karen Hubbard
does not currently meet this requirement, one third of her bonus entitlement in respect of the financial year will be
deferred in shares for three years. The shares have no vesting conditions and Karen will be entitled to receive them in
three years. The share price will be determined at the date the bonus award is made. The outstanding awards shown
below include an estimated number of shares based on the share price at 31 January 2017.
Reconciliation of outstanding awards
LTIP
SAYE
Other options/shares awarded
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Number of
options
Weighted
average exercise
price
Outstanding at 1 February 2015
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at 31 January 2016
Granted during the year
Exercised during the year
Forfeited during the year
1,025,555
895,747
–
(54,015)
1,867,287
723,998
–
(371,263)
£0.00
£0.00
–
£0.00
£0.00
£0.00
–
£0.00
–
793,961
–
(47,697)
746,264
281,978
(1,963)
(190,525)
–
£2.90
–
£2.90
£2.90
£2.91
–
£2.90
293,332
–
–
–
293,332
12,582*
(146,666)
–
Outstanding at 31 January 2017
2,220,022
£0.00
835,754
£2.90
159,248
£2.25
–
–
–
£2.25
£2.50
£2.25
–
£2.27
9,298 options were exercisable under the SAYE scheme at 31 January 2017.
* Estimated number of shares in respect of CEO bonus entitlement to be deferred in shares for three years. The award was yet to be granted at 31 January 2017.
Fair value of awards
The fair value of awards granted during the year has been measured using the Black-Scholes model assuming the
inputs below.
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility
Expected term
Expected dividend yield
Risk free interest rate
2017
2016
LTIP
SAYE
LTIP
SAYE
£3.07
£3.07
£0.00
30%
3 years
N/A *
0.11%
£0.53
£3.20
£2.91
30%
3 years
7.5%
0.21%
£3.08
£3.08
£0.00
30%
3 years
N/A*
0.67%
£0.53
£3.27
£2.90
30%
3 years
6.0%
0.92%
* LTIP awards have a £nil exercise price and accrue dividend equivalents over the vesting period, consequently the fair value at grant date is equal to the
grant date share price.
The CEO bonus award will accrue dividend equivalents and consequently the fair value at grant date will be equal
to the grant date share price.
The expected volatility is based on historical volatility of a peer group of companies over a relevant period prior to
the awards and is comparable to the volatility of Card Factory shares over the available period from May 2014 to
the grant date.
122
Card Factory plc Annual Report and Accounts 2017 Impact on the income statement
The total expense recognised in the income statement arising from share-based payments is as follows:
Expense recognised in the Company income statement
Card Factory LTIP
Expense recognised in subsidiary income statements
Card Factory LTIP
SAYE
Total expense recognised in the Group income statement
The amounts disclosed above do not include employer’s national insurance costs.
2017
£'m
–
0.1
0.1
0.2
0.2
2016
£'m
0.7
0.5
0.1
0.6
1.3
10 FINANCIAL RISK MANAGEMENT
The financial risk management strategy of the Company is consistent with the Group strategy detailed in note 23 of
the Group financial statements. The Company is not exposed to foreign currency risk other than to the extent it
impacts the trade of its subsidiary investments. Trade and other receivables principally comprise amounts due from
Group undertakings and consequently credit risk is limited. Interest income and expense relate solely to amounts
due to or from Group undertakings and interest rates are set by reference to Group borrowing costs.
11 FINANCIAL INSTRUMENTS
Classification of financial instruments
Financial assets have all been classified as loans and receivables. Financial liabilities have all been classified as other
financial liabilities.
Maturity analysis
All financial instrument assets and liabilities fall due in less than one year.
Fair values
The fair values of financial instruments have been assessed as approximating to their carrying values.
12 NOTES TO THE CASH FLOW STATEMENT
Profit before tax
Dividends received
Net finance income
Operating loss
Adjusted for:
Share based payment charge
Operating cash flows before changes in working capital
Increase in receivables
(Decrease)/increase in payables
Cash (outflow)/inflow from operating activities
2017
£'m
2016
£'m
118.1
(117.0)
(1.5)
(0.4)
–
(0.4)
–
(0.4)
(0.8)
36.7
(32.8)
(4.3)
(0.4)
0.7
0.3
(0.1)
0.2
0.4
123
Card Factory plc Annual Report and Accounts 2017Strategic ReportGovernanceFinancials Notes to the Parent Company
Financial Statements continued
13 RELATED PARTY TRANSACTIONS
Amounts due to and from Group undertakings are set out in notes 6 and 7 of the financial statements. Transactions
between the Company and its subsidiaries were as follows:
Management services
Interest receivable
Dividends received from Group undertakings
Repayment of loans due from Group undertakings
Investments in Group undertakings
2017
£'m
2016
£'m
1.6
1.5
117.0
163.1
(200.0)
3.2
4.3
32.8
156.4
(111.1)
Transactions with key management personnel
The key management personnel of the Company comprise the Card Factory plc Board of Directors. Disclosures
relating to Directors’ remuneration are set out in the Remuneration Report on pages 53 to 71. Directors of the
Company control 1.78% of the ordinary shares of the Company.
124
Card Factory plc Annual Report and Accounts 2017 Advisers and Contacts
CORPORATE BROKERS AND FINANCIAL ADVISERS
LEGAL ADVISERS
AUDITOR
PRINCIPAL BANKERS
REGISTRARS
FINANCIAL PUBLIC RELATIONS
REGISTERED OFFICE
INVESTOR RELATIONS
UBS Limited
5 Broadgate
London EC2M 2QS
Tel: 020 7567 8000
Linklaters LLP
One Silk Street
London EC2Y 8HQ
Tel: 020 7456 2000
KPMG LLP
1 Sovereign Square,
Sovereign St,
Leeds LS1 4DA
Tel: 0113 231 3000
Royal Bank of Scotland Group plc
Leeds Corporate Office
3rd Floor
2 Whitehall Quay
Leeds LS1 4HR
Tel: 0113 307 8564
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Tel: 0371 384 20301
MHP Communications
6 Agar Street
London WC2N 4HN
Tel: 020 3128 8100
Century House
Brunel Road
Wakefield 41 Industrial Estate
Wakefield
West Yorkshire WF2 0XG
Company Registration No: 9002747
Tel: 01924 839150
CardFactoryMHP@enginegroup.com
Tel: 020 3128 8100
1 Lines are open 8.30am to 5.30pm (UK time), Monday to Friday, excluding English public holidays
Card Factory plc Annual Report and Accounts 2017
125
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Card Factory plc
Century House
Brunel Road
41 Industrial Estate
Wakefield
West Yorkshire
WF2 0XG
cardfactory.co.uk
cardfactoryinvestors.com