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Championing Successful Independents
2018 Annual Report
Metcash is Australia’s leading wholesaler and
distributor, supplying and supporting more than
10,000 independent retailers across the Food,
Liquor and Hardware sectors.
Our focus is to champion successful independents
to become the ‘Best Store in Town’, by providing our
network of strong retail brands with merchandising,
operational and marketing support.
Contents
About Us ............................................ 2
Chairman’s Report ............................ 4
CEO’s Report ...................................... 6
Financial Highlights ........................ 10
Food ................................................. 12
Liquor ............................................... 14
Hardware ......................................... 16
Logistics ........................................... 18
CSR ................................................... 20
Our People ....................................... 24
Our Board ........................................ 25
Financial Report .............................. 26
Corporate Information ..................109
About Us
Metcash is Australia’s leading wholesale distribution and
marketing company with sales of over $14 billion in FY18.
Our vision
We believe that it is absolutely vital to Australia that there is a sustainable, independent, family-owned business
sector. Independent retailers support their local communities. We help them to be the ‘Best Store in Town’ by
providing merchandising, operational and marketing support across our Food, Liquor and Hardware pillars.
In Food, we proudly support a network of over 1,600 independently owned stores Australia-wide,
including the well known IGA and Foodland (IGA) brands. Our retailer partners mix the charm,
knowledge and convenience of a local store, with the quality and competitive prices of a national one.
The stores that we support sit at the heart of the local community, sourcing the best products from
local producers and helping the local economy.
In Liquor, we are the largest supplier to independent liquor retailers and the second-largest broad
range liquor wholesaler in Australia. Through our Independent Brands Australia (IBA) banner group,
we support over 2,700 stores across leading independent retail brands such as Cellarbrations,
The Bottle-O, IGA Liquor, Duncan’s, Thirsty Camel, Big Bargain and Porters.
In Hardware, we are the largest independent hardware group in Australia and a true leader when
it comes to servicing the trade market. Under our Independent Hardware Group (IHG), we support
leading independent hardware brands Mitre 10 and Home Timber & Hardware along with Hardings,
Thrifty-Link Hardware and True Value Hardware; we supply more than 1,200 stores nationwide.
Our purpose and vision
We have a single purpose – championing successful independents
Our values
Integrity is our foundation
We believe: Independence is worth fighting for; in treating our people, retailers and suppliers the way we like to be
treated; and in giving back to the communities where we live and work.
Best store in every town
Passionate about
independents
For our retailers and their shoppers, we want to help them
to be the ‘Best Store in Town’, which is loved by locals for
its offering and service.
Every day, our retailers are delivering on what shoppers
say they want – including great service, a broad range of
products, an enjoyable shopping experience, knowing the
families behind the stores, stocking local products and
being part of the broader community.
We celebrate individuality and help our independent
stores to differentiate themselves from their larger-scale
competitors. We offer a distinctive and unique service and
source local products from local communities. You’ll often
notice that independent retailers stock brands that you
can’t find anywhere else in Australia!
Business partner of choice for
suppliers and independents
We want to be known as the business partner of
choice for our retailers by offering a portfolio of leading
independent retail brands, and by being a world-class
wholesaler for our suppliers.
The best store in town is supported by a wholesaler who
is world-class and the most efficient we can be.
With our buying power as Australia’s largest distribution
network, we have the best commercial agreements that
benefit Metcash, our suppliers, and our retailers to help all
parties thrive and grow.
Our logistics operations are world-class and we provide a
true end-to-end solution.
We want our people to be known for being passionate
about independents.
We have inspiring leaders who enable their teams through
empowerment and collaboration.
We nurture and develop our people’s careers, we coach
and mentor each other, we have an agile mindset and we
lead change.
We believe in ourselves and others and we accept
responsibility.
We want to be a favourite place to work.
Thriving communities,
giving shoppers choice
We want to ensure Australia has thriving communities –
giving shoppers choice, by supporting local and aspiring
business owners.
Metcash has been championing local entrepreneurs since
the 1920s. We help independent retailers thrive through
enhancing their business and marketing skills.
Our independent retailers have a strong connection
to their communities. We are passionate about our
community programs, such as Community Chest
where local IGAs donate valuable funds to support local
community groups.
We learn from and share our successes and failures and
we always look for a better way.
Our retailers are investing in their businesses and we have
a pipeline of aspiring retailers who are creating future
growth opportunities.
Our brands
2 | Metcash Annual Report 2018
#AboutUs
Earnings performance
Underlying profit after tax in FY18 increased 10.7% to
$215.6m before adjusting for a 53rd trading week in
the prior financial year. Underlying earnings per share
increased 8.9% to 22.1 cents per share.
The advice from Drakes Supermarkets was taken into
account in the company’s year-end testing of the carrying
value of assets and was the primary driver of a $352.1m
impairment charge to goodwill and other net assets in
the Food pillar. The impairments are non-cash in nature
and have no impact on the company’s debt facilities or
compliance with banking covenants.
The impairment charge is shown as a significant item in
our FY18 accounts, and led to the company reporting a
statutory loss for the year of $149.5m.
Strong financial position and capital
management
The Group continued to generate strong cash flows, and
with a cash conversion ratio of approximately 100%, we
ended the year in a net cash position of $42.8m.
Our strong balance sheet and cash flows have provided
us with the capacity to fund our new initiatives as well
as return capital to shareholders. The Board considered
a range of options for returning capital, and was pleased
to announce on 25 June 2018 an Off-Market Buy-Back
with the intention to purchase approximately $125m of
equity. The Buy-Back is expected to be earnings per share
accretive and benefit all shareholders. We expect the
Buy-Back to be completed by 20 August 2018.
The Board also determined to maintain its dividend payout
ratio of approximately 60% of underlying earnings. In line
with this policy, a final dividend of 7.0 cents per share
was declared, bringing total dividends for the year to
13.0 cents per share, fully franked.
Remuneration
We are now in the final year of our five-year remuneration
transition which has included a progressive increase in
executive ‘at risk’ remuneration as a component of on-
target total reward. Our executives now have most of
their on-target remuneration ‘at risk’, and this is directly
linked to performance outcomes including our share price.
The only changes to Key Management Personnel (KMP)
fixed remuneration during the year were to Mark Laidlaw,
reflecting the increased responsibilities of his role post
the HTH acquisition; and to Scott Marshall following his
appointment as CEO of Supermarkets & Convenience.
Total Short Term Incentive (STI) bonuses paid to KMP
ranged between 0% to 81% of maximum. Taking into
account the impairment related to the Drakes advice, the
Board applied its discretion to the KMP STI payments for
the year which averaged 47% of maximum. Shareholders
should note that Management’s Long Term Incentive
is also likely to be significantly impacted by the recent
impairments.
It is pleasing to report that we have continued to make
significant inroads into achieving gender pay equality
across the Group. At year-end, the gap had reduced to less
than 2%.
Further remuneration details can be found in our
Remuneration report commencing on page 38.
Board changes
I was delighted to announce the appointment of Anne
Brennan as a non-executive director on 26 March 2018.
Anne is a very experienced company director with a
distinguished executive career in the corporate sector
and in professional services. Anne’s breadth and depth of
experience, particularly in finance, is proving to be an asset
to the Board.
Anne’s appointment followed advice from Patrick Allaway
that he would retire from the Metcash Board following
completion of the company’s FY18 reporting process. I
would like to thank Patrick for his outstanding contribution
as Chair of the Audit, Risk and Compliance Committee
where he brought improved oversight to our capital
management, reporting and risk management framework.
I am pleased to have supported the Board’s appointment
of Tonianne Dwyer as the new Chair of the Audit, Risk and
Compliance Committee.
I am confident that our mix of Director skills, background
and gender balance ensures that we have an appropriately
diversified Board.
The future
Looking forward, we remain focused on supporting our
independent retail networks to be strong and grow in
highly competitive and challenging markets. Many of our
retailers already have some of the best stores in the world.
I believe the quality, commitment and passion of our
leadership team and Board will underpin the successful
execution of the next phase of the company’s strategy,
and the ongoing success of Metcash and our partners.
Final thanks
On behalf of the Board, I would like to thank all our people,
the leadership team and our partner independent retailers
and suppliers for their ongoing support.
I would also like to specifically recognise Ian Morrice for his
significant contribution to the transformation and growth
of Metcash over the past five years, and for assisting Jeff
Adams with his transition into the Group CEO role.
To my fellow Directors, I have valued your support to me
and your commitment and contribution to Metcash over
the past year. I look forward to continuing to work as a
cohesive Board as we progress through the next phase of
our strategy to build a better Metcash.
Robert Murray
Chair
Robert Murray
Chair
I am pleased to present Metcash’s
Annual Report for 2018 – a year
in which the Group performed
commendably despite experiencing
highly competitive and challenging
conditions, particularly in
Supermarkets.
The ongoing execution of our strategic initiatives across
our Food, Liquor and Hardware pillars underpinned the
Group reporting an improvement in underlying earnings
for the year, with our Working Smarter program and the
integration of Home Timber & Hardware (HTH) being key
contributors.
The entire organisation has done an admirable job in
reducing cost, and the Hardware management team has
done an excellent job combining two large and complex
groups in HTH and Mitre 10. The integration of HTH
is now largely complete, with the team having gained
the support of both the HTH and Mitre 10 independent
retailers, while also delivering synergies well ahead of
the target set at the time of acquisition. The combined
Hardware business now has new attractive growth
opportunities that management will continue to focus on.
After the end of the financial year, we were disappointed
to receive advice from Drakes Supermarkets that it would
not commit to a long-term supply agreement to have
its South Australian stores supplied by our proposed
new Distribution Centre in that State. Our current supply
agreement with Drakes for these South Australian stores
ends in June 2019. Our Food pillar has a strong focus on
delivering operational efficiencies to help address the
adverse impact on operating leverage from the loss of
Drakes in South Australia.
New Group CEO and strategic focus
Last year I advised shareholders that Jeff Adams would
replace Ian Morrice as Group CEO. This followed Ian’s
earlier notification that he intended to retire from the role
in 2018 following five years as Group CEO. Jeff joined in
September last year and worked alongside Ian for three
months before being appointed Group CEO in December.
Jeff’s transition into the role has been seamless, and
he has quickly formed relationships with our key
stakeholders and has a clear vision as to how he will lead
our company into the future.
As the Group has a strong balance sheet with the capacity
to invest, the next phase of the company’s strategy will
focus on delivering growth initiatives along with cost
efficiencies. This includes investing in new initiatives,
accelerating current initiatives where appropriate, and
ensuring we continue our strong focus on costs to provide
a sustainable cost structure, particularly in Supermarkets
as we address the loss of the Drakes business.
At the heart of our strategy is supporting the ongoing
success of independent retailers across our Food, Liquor
and Hardware pillars. You can read more about the next
phase of our strategic focus in Jeff’s CEO’s Report.
New CEO Supermarkets & Convenience
The Board was fortunate to have a very strong
internal candidate in Scott Marshall to take over as
CEO Supermarkets & Convenience from Steven Cain
following Steven’s resignation in March this year. Scott
was the incumbent CEO of our Liquor business which
has performed strongly for the past four years, and he
previously led the Supermarkets’ Western Australia
operations. Scott has more than 25 years’ experience in
wholesale and retail at Metcash, and has well established
relationships across our Supermarkets retail network. I
am pleased to report that his appointment has been well
received by our suppliers, our retailer partners and the
Metcash Supermarkets & Convenience team.
4 | Metcash Annual Report 2018
#ChairmansReport
Chairman’sReport
Jeff Adams
Group Chief Executive Officer
I am delighted to present my first
report as Group CEO of Metcash.
Since joining the company in September last year, I have
spent time meeting our independent network store
owners, our suppliers and our people, which has helped
me to better understand our challenges and opportunities.
The ongoing success of our independent retailers is at
the core of our purpose at Metcash, and I am truly excited
by the passion of our retailers, the commitment of our
suppliers and the enthusiasm of the Metcash team.
I have also spent time assessing our current Pillar
initiatives and how we can build on our achievements to
position the company for the future. I discuss this later in
my report.
From a financial perspective, we reported an underlying
profit after tax for the year of $215.6m. This includes
strong growth in the Hardware pillar due to the inclusion
of a full year of earnings from the HTH acquisition and the
related integration synergies.
As the Chair noted, we were disappointed to have
received advice after year-end from Drakes Supermarkets
that they would not commit to a long-term supply
agreement to have their stores in South Australia supplied
from our proposed new Distribution Centre. This was
a key driver of the company recording an impairment
expense of $352.1m and a statutory net loss for the year
of $149.5m.
Operationally, the Group performed well in highly
competitive and challenging conditions. The ongoing
execution of our strategic initiatives, including key
programs such as Working Smarter and the integration of
HTH, underpinned improved underlying Group earnings.
Many of our independent retailers have continued to
invest in their stores and respond to changes in consumer
trends to be the ‘Best Store in Town’ with a differentiated
offer tailored to their local community.
In Supermarkets, a further 75 stores completed our
Diamond Store Accelerator (DSA) refurbishment program,
bringing total stores that have completed the program to
325. These stores have reported average sales growth
of over 10%, and growth of more than 5% in the average
number of items per shopping visit. We are now working
closely with our retailers to simplify and accelerate the
roll-out of the program.
For our retailers, having the right range includes ensuring
access to an attractive private label offer. Our Community
Co mid-tier private label has continued to expand its
range and store take-up since being launched in FY17.
Community Co seeks to deliver greater value and quality
to shoppers, while also providing a contribution to the
community through the Community Chest Trust Fund.
The new range has been well received by shoppers, and is
delivering good sales growth.
In Liquor, there was a continued focus on improving
the quality of the IBA network to support independent
retailers to be the ‘Best Store in Town’. This included
progressing the store ‘refresh’ program, as well as
extending ranges.
The premium brand, Porters Liquor, became part of the
IBA network in FY17 and provides a significant growth
opportunity for the Liquor pillar. Three new Porters
stores were launched in Sydney, New South Wales
during the year, and we are now positioned to begin a
national roll-out.
6 | Metcash Annual Report 2018
#CEOsReport
Convenience sales1 were slightly lower at $1.49bn
reflecting the cycling of revisions to key customer
contracts in 1H18, partly offset by increased sales in 2H18
that reflect growth in sales to a major contract customer.
Food EBIT was broadly flat at $188.6m, with a positive
contribution from the Convenience business and Working
Smarter cost savings, partly offset by the impact of a
decline in Supermarkets’ wholesale sales (excluding
tobacco) and lower Joint Venture earnings which were
negatively impacted primarily by prior period one-off
adjustments.
In Liquor, total sales1 increased 5.7% to $3.47bn reflecting
increased sales from both existing and new contract
customers, and from the annualisation of Porters Liquor
which was acquired in 2H17. Wholesale sales through
the IBA network increased 8.8% as a number of wholesale
customers converted to the IBA banner. Retail sales in the
IBA network increased 1.5% on a like-for-like (LfL) basis,
representing five consecutive years of sales growth.
Liquor EBIT increased 2.1% to $68.4m reflecting the
earnings benefit from increased sales to both the IBA
network and contract customers. Working Smarter
savings were partly offset by an increase in the bad debts
provision in Western Australia and costs associated with
the implementation of the New South Wales Container
Deposit Scheme.
In Hardware, sales1 increased $520.1m to $2.10bn
reflecting the inclusion of a full year of sales from HTH.
Combined wholesale sales in Hardware increased 5.3%,
driven by strong trade sales. Construction activity was
robust through most of the year, with some softening
evident in the fourth quarter. Mitre 10 continued to
perform well with wholesale sales up 8.6% (6.0% on a LfL
basis). Sales in HTH increased 1.9% (3.4% on a LfL basis).
Retailer sales through the IHG banner group increased
7.4% on a LfL basis.
Hardware EBIT increased $20.5m to $69.0m, principally
due to the inclusion of a full year of earnings from HTH
together with related synergies.
In Hardware, our Sapphire store transformation and Core
Ranging programs have continued to support many of our
independent retailers to be the ‘Best Store in Town’. The
success of the program to date, which includes average
sales growth of over 15%, has led to the program now
being accelerated.
In Hardware, we have a large trade component that
accounts for over 60% of pillar sales. As part of our plans
to leverage our strength in trade, we trialled four new
Trade Only stores and have plans to open a further eight in
FY19.
Pleasingly, we also delivered another strong cash
outcome. This included Group operating cash flow
of $288.6m, which was the key driver of a $123.6m
reduction in net debt and a net cash position at year-end
of $42.8m, as noted by the Chair.
Operating performance
The Group generated sales revenue of $14.46bn, an
increase of 4.3% on the prior financial year after adjusting
for a 53rd trading week in FY17. This largely reflects the
inclusion of HTH for a full financial year, compared to
seven months last year.
Group EBIT increased 9.2% to $332.7m, noting that the
prior year included earnings on $253.5m of sales from an
additional week of trading.
The increase in EBIT is predominantly driven by growth
in the Hardware pillar following the acquisition of HTH.
Earnings also increased in the Liquor pillar through
continued growth in the IBA network. Earnings in the
Food pillar were flat compared to the prior financial year,
but improved after adjusting for the 53rd trading week
in FY17. Group EBIT also includes a positive contribution
from Corporate of $6.7m, principally due to the reversal of
a provision against the Huntingwood, New South Wales
DC hail insurance claim which was settled during the year.
In Food, total sales1 declined 1.2% to $8.9bn. Supermarkets
sales1 declined 1.4%, with positive sales growth on the
eastern seaboard more than offset by lower sales in South
Australia and Western Australia. Intense competition
continued across all States, with Western Australia again
the most challenging State due the ongoing roll-out of
competitor footprint and weak economic conditions. There
was an improvement in the sales trend in South Australia
in the second half of the financial year.
1. Sales percentage references are based on 52 trading weeks in FY17
CEO’sReport Safety
Strategic focus
Thanks
This year we adopted the more widely used Total
Recordable Injury Frequency Rate (TRIFR) as our key
safety performance measure. This measure comprises
Lost Time Injuries, Medical Treatment Injuries and
Restricted Work Cases. The use of this wider measure has
helped improve our incident reporting and investigation
culture. This is reflected in TRIFR reducing by 11% from
41.2 (excluding HTH) in FY17 to 36.7 (inclusive of HTH)
in FY18.
Our safety goal remains ‘Zero Harm’ and we have
implemented a number of new initiatives based on
‘making safety simple’ to help further improve our safety
performance and continue our drive towards this goal.
Outlook
In Food, we have seen some improvement in sales
through the first seven weeks of FY19. Despite this, we
do not expect a material change this year to the highly
competitive market conditions experienced in FY18. The
advice from Drakes Supermarkets is not expected to have
a material impact on the earnings of our Supermarkets
business in FY19. Planned investments in new initiatives
by the Supermarkets business are expected to adversely
impact earnings in FY19 by approximately $10m. These
investments are anticipated to deliver earnings benefits
beyond FY19. Additional Working Smarter savings in the
Food pillar are expected to help mitigate the impact of
difficult market conditions and cost inflation.
In Liquor, there is uncertainty associated with the further
roll-out of the Container Deposit Scheme, particularly in
Queensland, Western Australia and the Australian Capital
Territory, which are the next States to implement their
schemes. Despite this, the Liquor market is expected
to continue to grow at modest levels and the business
remains focused on building and improving the quality of
its IBA network.
In Hardware, we expect construction activity to continue
at a solid level, at least through the first half of FY19.
Earnings for the year are expected to benefit from the
realisation of the full synergy benefits related to the
integration of HTH.
I would like to sincerely thank our independent retailers
and suppliers, and the Metcash team and Board for their
warm welcome and support. We have a shared vision of
supporting our retail customers to be competitive through
providing a tailored range of products that customers
want, at reasonable prices.
While we continue to have challenging markets, I am
excited about our plans for the future. I look forward to
working with our partners to ensure the independent retail
sector remains strong and grows.
It is a privilege to lead the Metcash team and I am excited
about our opportunities ahead.
Jeff Adams
Group Chief Executive Officer
As I mentioned earlier, the next five-year phase of the
company’s strategy will focus on delivering growth
initiatives along with cost efficiencies. We are calling this
phase ‘Mfuture’, which includes accelerating current Pillar
initiatives and investing in new growth and efficiency
programs.
Our successful Working Smarter program is now in its final
year and will be embedded into our focus on ensuring we
have a sustainable cost structure.
In the Food pillar, we will focus on ensuring our
independent retailers are positioned to deliver a
differentiated and leading convenience offer, including
driving growth in core ranges in produce, centre of plate,
fresh and ready meals, and accelerating our bakery and
deli solutions. We will also be expanding our DSA program
to our express format stores.
As the Chair noted, we have a strong focus on operational
efficiencies in the Food pillar to help address the impact of
the loss of operating leverage in South Australia related to
the advice from Drakes Supermarkets.
In Liquor, there is an increased focus on the premium
market; establishing a retail presence and driving growth
through e-commerce.
In Hardware, we are expanding the Hardings business,
and accelerating the roll-out of new Trade Only stores and
the Sapphire store transformation program. We also have
an increased focus on digital platforms to drive growth,
particularly through our Click & Collect and Tradies Online
services.
In Logistics, we will be repositioning our Distribution
Centres over time to enable more frequent and smaller
truck deliveries, and establishing cross-dock facilities
to support our growth initiatives. We will, at all times,
continue to have a strong focus on having a sustainable
cost structure including streamlining our infrastructure.
While we continue
to have challenging
markets, I am
excited about our
plans for the future.
I look forward to
working with our
partners to ensure
the independent
retail sector remains
strong and grows.
8 | Metcash Annual Report 2018
CEO’s Report (continued) Financial
Highlights
STRONG FINANCIAL POSITION
$14.46bn
GROUP SALES REVENUE
$215.6m
UNDERLYING PROFIT
$288.6m
OPERATING CASH FLOWS
$42.8m
NET CASH
10 | Metcash Annual Report 2018
#FinancialHighlights
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Sales
EBIT
(Underlying)
PAT
(Underlying)
EPS
(Underlying)
Operating cash
flows
Financial Performance
Sales revenue ($m)
Underlying EBIT ($m)
Finance costs, net ($m)
Underlying profit after tax ($m)
Reported (loss)/profit after tax ($m)
Operating cash flows ($m)
Cash realisation ratio (%)
Financial Position
Shareholder equity ($m)
Net (cash)/debt (hedged) ($m)
Gearing ratio (net hedged) (%)
Return on funds employed (%)
Share Statistics
Fully paid ordinary shares
Weighted average ordinary shares
Underlying earnings per share (cents)
Reported (loss)/earnings per share (cents)
Dividends declared per share (cents)
Dividend payout ratio (%)
Other Statistics
Number of employees
(full-time equivalents)
2018
20171
2016
2015
2014
14,463.7
332.7
(26.4)
215.6
(149.5)
288.6
102%
14,121.9
304.8
(33.6)
194.8
171.9
304.6
118%
13,402.5
286.7
(38.3)
178.3
216.5
165.8
70%
13,244.3
310.6
(68.4)
173.6
(384.2)
231.7
97%
13,045.1
378.7
(67.6)
218.4
169.2
388.7
137%
1,388.6
(42.8)
(3.2%)
23.0%
1,637.4
80.8
4.7%
19.0%
1,369.1
275.5
16.8%
17.2%
1,156.6
667.8
36.6%
15.1%
1,594.0
766.9
32.5%
16.2%
975.6
975.6
22.1
(15.3)
13.0
59%
975.6
958.8
20.3
17.9
4.5
22%
928.4
928.4
19.2
23.3
–
–
928.4
907.0
19.1
(42.4)
6.5
34%
888.3
882.7
24.7
19.2
18.5
75%
6,378
6,708
5,807
6,398
6,174
1. FY17 includes a 53rd week of trading
Food
Metcash’s Food pillar incorporates
its Supermarkets and Convenience
businesses.
In Supermarkets, we proudly support a network of over
1,600 independently owned stores Australia-wide,
including the well-known IGA and Foodland (IGA) brands.
In Convenience, we provide a ‘one wholesaler solution’
for more than 90,000 customers nationwide, including
forecourt retail, convenience businesses, small coffee
shops, fresh food outlets and restaurants.
Community focus
Our independent retailers sit at the heart of their local
community. Each supermarket strives to be the ‘Best
Store in Town’, offering its own unique character, from the
products they sell to the local people who work there.
Our retailer partners mix the charm, knowledge and
convenience of a local store with the quality and
competitive prices of a national one. The buying power
of a combined network helps independent retailers to
offer great value. For example, through our Price Match
program, retailers offer low prices across everyday items
by matching prices on over 1,000 products to the major
supermarket chains.
Through our Community Chest program, independent
retailers support an enormous variety of local charities,
sporting clubs, schools and other initiatives that benefit
the welfare of the local community. You can read more
about the Community Chest program in the Corporate
Social Responsibility section of this report.
Our Community Co mid-tier private label range offers
great value to shoppers, while also contributing to
local communities via the Community Chest program.
Community Co has continued to expand in range and
store take-up since it was launched in FY17. A further
~80 Community Co products were added to the range
this year, bringing the total on offer to ~180. The range
has been well received by both retailers and shoppers
and it is delivering good sales growth.
Strengthening our network
Through our Diamond Store Accelerator (DSA) program,
store owners and Metcash invest in refurbishments to
improve the shopping experience for customers. This
includes increasing the amount of floor space provided
for fresh produce and ready meals, and improving the
overall layout of the store. This year a further 75 stores
completed the DSA program, bringing total stores
through the program to 325. These stores have reported
average sales growth of over 10%.
We have also been working with our independent retailer
network to develop a ‘winning range’ of products for their
stores. This has included deleting around 6,000 products
from our warehouses and adding back approximately
2,900 new products that shoppers want most. This
shopper-led change not only benefits store customers,
it also positions the retailers and ourselves for improved
efficiencies and sales growth.
As part of our increased focus on ‘buy-as-you-need’
food, we recently rolled out new ready meal ranges,
including private label, to our independent retailer
network. Ready meals are now one of our fastest
growing food categories.
Looking forward, our initiatives focus on driving core
ranges and growth in categories such as produce,
centre of plate and ready meals, as well as accelerating
our bakery and deli solutions for retailers. We are also
looking to accelerate our store refurbishment program
and trial a more modern express store format.
We will also have an increased focus on organisational
efficiencies and other costs to address the loss of sales
from Drakes Supermarkets, as noted in the Chairman’s
and CEO’s reports.
Earnings performance
Food EBIT was broadly in line with the prior year at
$188.6m, reflecting a positive contribution from the
Convenience business and Working Smarter cost
savings, partly offset by a 3.6% decline in Supermarkets
wholesale sales (excluding tobacco) and lower Joint
Venture earnings. The prior financial year includes sales
of $168.6m from a 53rd trading week. Adjusting for
the impact of the 53rd week, EBIT improved compared
to FY17.
Total Food sales1 declined 1.2% to $8.90bn.
Supermarkets sales1 were 1.4% lower, with growth
on the eastern seaboard more than offset by lower
sales in South Australia and Western Australia. Intense
competition continued across all States, with Western
Australia again the most challenging market. Retail sales
across our IGA network were 0.9% lower on a LfL basis.
Convenience sales1 were down 0.5% to $1.49bn, largely
reflecting revisions to key customer contracts in the
prior year.
1.
All sales percentage references are based on 52 trading weeks in FY17
Creating the
‘Best Store in Town’
In 2016, Roz and Michael White developed a new
1,200 sqm IGA store at Peregian Beach on the
Sunshine Coast in Queensland. The $2m fit-out
includes a stunning design and innovative features
which have been drawn from the White family’s
travels across Australia and overseas.
In 2018 the store was named Queensland IGA Store of
the Year.
The Whites have had a long-held ‘buy local’ mantra
directed towards sourcing as much produce from the
local community as possible.
White’s IGA Peregian Beach includes all the traditional
supermarket lines, along with several gourmet and
hard to source items such as cheeses, breads, cured
meats, seafood, spices, sauces and other condiments.
The store also offers its own in-house barista where
customers can enjoy a freshly brewed coffee.
With a wide range of vegan, gourmet smallgoods
and salads their deli has become famous in the
local community.
White’s IGA store, Peregian Beach, QLD
12 | Metcash Annual Report 2018
#Food
Liquor
Metcash is Australia’s largest
supplier of liquor to independently-
owned liquor retailers, and the
second-largest broad range liquor
wholesaler in Australia.
Through our two divisions, Australian Liquor Marketers
(ALM) and Independent Brands Australia (IBA), we
supply over 12,000 hotels, liquor stores, restaurants and
other licensed premises throughout Australia and New
Zealand, and support over 2,700 independently owned
stores operating under our banner group.
Australian Liquor Marketers (ALM)
ALM provides wholesale supply to a range of liquor
outlets, and incorporates a specialist on-premise liquor
division that supports bars, pubs, restaurants and hotels.
It also provides a similar supply service in New Zealand
via the Tasman Liquor Company.
Through our network of 15 distribution centres located in
each State and Territory in Australia, and in New Zealand,
we support small businesses with a competitively
priced and extensive liquor range, delivered via our cost
effective and efficient supply chain.
Independent Brands Australia (IBA)
Earnings performance
IBA has established a stable of strong national liquor
brands, such as Cellarbrations, The Bottle-O, IGA Liquor,
Duncan’s, Thirsty Camel, Big Bargain and Porters. The
group is focused on supporting independent liquor
retailers through a framework that offers strong
buying power, marketing support and promotional
programs, enabling them to compete equally with larger
competitors.
Strengthening the network
Our independent retailers have continued to invest in
their stores to improve the shopping experience for their
customers. This year a further 67 stores were ‘refreshed’
bringing the total number of stores completing the
‘Refresh’ program to approximately 250. There was also
continued investment in upgrading store cool rooms with
a further 111 cool rooms upgraded in the year. There are
now almost 500 stores that have invested to upgrade
their cool rooms.
Our IBA category and range extension program has been
implemented in approximately 1,500 stores nationally.
Through this program we provide our retailers with a
differentiated, localised offer that includes private label
and higher value premium products – particularly in the
wine and spirits category to meet the consumer trend to
less consumption, but higher quality product.
The year also included expanding our IBA network
through the conversion of existing wholesale customers
to the IBA banner group, as well as through the
acquisition of Thirsty Camel in South Australia and the
Northern Territory which added a further 70 stores to
our network.
Liquor EBIT increased 2.1% to $68.4m reflecting the
earnings benefit from increased sales to both the IBA
network and contract customers. Working Smarter
savings were partly offset by an increase in the
bad debts provision in Western Australia, and costs
associated with the implementation of the New South
Wales Container Deposit Scheme.
Liquor EBIT in FY17 includes earnings related to $54.6m
of sales from the 53rd trading week.
Total Liquor sales1 increased 5.7% to $3.47bn reflecting
increased sales from both existing and new contract
customers, and from the annualisation of Porters
Liquor which was acquired in the second half of FY17.
Wholesale sales through the IBA network increased 8.8%,
as a number of wholesale customers converted to the
IBA banner. Retail sales in the IBA network increased
1.5% on a LfL basis.
Looking forward, the business will continue to focus on
its initiatives to support our independent retailers to be
the ‘Best Store in Town’, including accelerating the store
‘Refresh’ program. It also remains focused on growing
the IBA retail network and will conduct retail store and
e-commerce trials.
1.
All sales percentage references are based on 52 trading weeks in FY17
Expanding the
Porters footprint
In 2017, Metcash acquired the well known premium
brand, Porters Liquor, joining other brands in the IBA
network including, Cellarbrations, The Bottle-O, IGA
Liquor, Duncan’s, Thirsty Camel and Big Bargain.
Following the establishment of our branding and
model for expansion during the year, three new
Porters stores were launched in Sydney, New South
Wales, and we are now positioned to begin a national
roll-out.
Locations for future store developments include areas
which best support Porters premium brand offer of
niche products such as exclusive wines, craft beers
and spirits.
Key to the expansion of Porters is ensuring it offers a
range of premium products that the customer wants,
and which are available locally at competitive prices.
The acquisition of Porters provides our Liquor pillar
with a significant growth opportunity.
14 | Metcash Annual Report 2018
#Liquor
Hardware
Metcash’s Independent Hardware
Group (IHG) was established
when it acquired Home Timber &
Hardware in October 2016 to join
the company’s existing Mitre 10
business.
IHG is the largest independent hardware group in
Australia, and a leader when it comes to servicing the
trade market. In addition to the Mitre 10 and Home
Timber & Hardware (HTH) brands, IHG also supports
independent operators under the banners Thrifty-Link
Hardware, True Value Hardware and Hardings Hardware.
IHG is Australia’s largest independent home
improvement wholesaler, supplying more than 1,200
stores nationwide that range from large format
warehouses to small convenience operations, trade
centres and frame and truss sites – each catering to a
broad mix of trade and DIY customers. The culture of IHG
is built on being a low-cost and transparent business
partner to our members.
Mitre 10 is the ‘mighty helpful’ hardware store and the
largest independent network of hardware operators with
over 300 stores, many located in regional Australia. Mitre
10’s trade customers include national residential builders
through to the local handyman – with the right service
and products to help tradies ‘get in, get out and get on
with it’.
Home Timber & Hardware has a national footprint of
approximately 230 stores with more than 80% regionally
based. It is also known for its strength in servicing the
trade market, which gives it the credibility and know-how
to meet the needs of the DIY customer too.
Integration update
The integration of HTH is now largely complete with
synergy benefits exceeding the target set at the time
of the acquisition. Annualised gross synergy benefits
were approximately $34m, with gross realised synergies
reaching a cumulative $24m at the end of the financial
year. These synergies are after sharing merchandising
savings with IHG store owners. Other key achievements
include the introduction of new trading terms for all IHG
members and the launch of a dual brand strategy and
direction for both the Mitre 10 and HTH brands.
Strengthening the network
Initiatives focused on supporting IHG store owners
to be the ‘Best Store in Town’ continued to be rolled
out through the year. A total of 30 stores have now
completed the Sapphire store transformation program
with average sales growth of over 15% being delivered.
The success of the program to date has led to it being
accelerated to target the completion of approximately
200 stores by 2022. The Core Ranging program also
continued to deliver good sales growth and was further
rolled out across the network. The Core Ranging program
now includes the key categories of fasteners, paint,
power tools, hand tools, cement, timber and garden.
In addition, this year we established an e-commerce
platform across all IHG brands.
Mitre 10’s first
Trade Only store
Clennett’s Mitre 10 located at Mornington, Tasmania
was Mitre 10’s first standalone Trade Only Sapphire
store. Clennett’s hardware heritage dates back to
1885 and it is no surprise that its reputation for
expertise in hardware is unparalleled in the area. The
new Trade Only store was designed as a low-cost
model to meet the Trade customer’s needs and attract
new customers to the Mitre 10 brand. The store opens
at a trade-friendly 7:00am and customers are offered
free coffee. The Trade desk is located immediately as
you enter the building, reflecting its focus on service.
The store also provides customer-focused initiatives
such as ‘Tradies Online’, which enables tradies to have
24-hour access to store statements and invoices, as
well as online access to contract pricing and quotes.
The store is also trialling a ‘Truck Tracker’ mobile phone
app that enables customers to order deliveries when
convenient, and provides users with SMS updates on
delivery and a live map for tracking where the delivery
truck is located.
With an aim of leveraging our strength in the Trade
segment, the business trialled four Mitre 10 Sapphire
Trade Only stores during the year. These trials were
successful and the business now plans to roll out a
further eight Trade Only stores in FY19. You can read
more about Mitre 10’s first Trade Only store in the
next column.
Earnings performance
Hardware EBIT increased $20.5m to $69.0m principally
due to the inclusion of a full year of earnings from HTH
(FY17: seven months) together with related synergies
from the integration of HTH. FY17 Hardware EBIT
includes earnings related to $30.3m of sales from the
53rd trading week.
Hardware sales1 increased $520.1m to $2.10bn
reflecting the inclusion of a full year of sales from HTH.
Total wholesale sales increased 5.3%2,3, driven by strong
trade sales. Construction activity was robust through
most of the year, with some softening evident in the
fourth quarter. Mitre 10 continued to perform well with
wholesale sales increasing 8.6% (6.0% on a LfL basis),
while sales in HTH increased 1.9% (3.4% on a LfL basis).
Retail sales through the IHG banner group increased
7.4%4 on a LfL basis.
Looking forward, the business continues to focus on
its initiatives to support its independent retailers to be
the ‘Best Store in Town’ and leverage the strength of its
trade business.
1.
2.
3.
All sales percentage references are based on 52 trading weeks in FY17
Wholesale sales include sales by Mitre 10 and HTH to both
independent retailers and company-owned stores
FY17 includes HTH sales post acquisition on 2 October 2016 and pro
forma sales pre acquisition
4. LfL sales growth across 104 stores
16 | Metcash Annual Report 2018
#Hardware
Logistics
As Australia’s leading wholesaler,
Metcash is dedicated to ensuring
we provide the best level of service
to our extensive network of
independent retail and wholesale
customers across the Food, Liquor
and Hardware sectors.
We deliver to more than 10,000 retail customers
supported by distribution centres in each of the major
cities, as well as smaller regional centres. We also supply
around 90,000 wholesale customers from smaller
branches across the country.
We have the widest distribution network in Australia and
deliver to all corners of the country, including Cape York
and Cooktown in the North East, Dampier and Broome in
the North West, Albany and Denmark in the South West
and Tarwin Lower and Foster in the South East.
Partner of choice
There is a strong interdependency between Metcash
as the wholesaler, our suppliers and our independent
retailers. Strengthening our position as ‘partner of choice’
is at the core of our initiatives in Logistics. This year
included a focus on improvements to integrate supply
chain systems with our suppliers, and continuing to
work closely with our transport providers, as we strive to
deliver exceptional service to our retailers.
Supply chain integration between Metcash and our
suppliers has streamlined and optimised processes,
ensuring suppliers’ products are available to our retailers
when and where they need them.
In transport, we have worked closely with our freight
partners to roll out ‘best in class’ management systems.
This will enable us to provide retailers with greater
delivery visibility and an enhanced service experience.
Building on our extensive investment in distribution
centre automation, we have introduced further state-
of-the-art materials handling systems with the trial of
driverless forklifts at our Huntingwood, New South Wales
Distribution Centre. These vehicles have automated load
and unload capabilities that increase efficiency, reduce
the risk of human error and improve safety levels. The
capability is being assessed for further deployment into
other Metcash distribution centres.
New initiatives focused on digitalisation have enabled
‘best in class’ product data exchange from our suppliers.
This has enhanced our ability to support suppliers and
independent retailers to be first to market with new
product launches. You can read about some recent
examples of this on the following page.
Network for the future
Metcash is transforming its distribution network over
time to support the company’s focus on small format
and convenience stores and growth in short shelf life
perishable, fresh and ‘buy-as-you-need’ categories. This
requires a more agile and responsive supply chain, with
dedicated cross-dock facilities and a ‘high frequency’
delivery network to complement distribution to large
format stores from our larger distribution centres.
Further information on Metcash’s strategic focus is
provided in the CEO’s Report commencing on page 6.
First to market
for independent
retailers
Metcash champions independent retailers to offer
their customers the latest products as soon as they
are available to the market. This involves working
closely with suppliers and streamlining the end-
to-end processes for getting the new products on
our retailers’ shelves wherever they are located in
Australia. During the year we helped our IGA retailers
be ‘first to market’ with many new products. These
included new launches for Arnott’s biscuits and
Nescafé Gold, as well as almost all new PepsiCo
(Smiths) products including Doritos Colossal and Red
Rock Deli popcorn. These new products were on our
retailers’ shelves between one to five weeks earlier
than competitor stores.
“What a great result for IGA stores for Metcash to
have been able to achieve first to market status on the
majority of the new products we’ve launched over the
past 9-12 months.”
Business Manager, PepsiCo
Major
Distribution
Centre
Smaller Regional
Centres
Proposed new Distribution Centre
in South Australia
Metcash has been investigating the merits of a new
‘best in class’ distribution centre in South Australia.
The new distribution centre will deliver operational
efficiencies and enable local independent retailers to
access a wider range of products. It will also benefit
local suppliers by providing an efficient route to market
for their products through access to Metcash’s national
distribution network.
The assessment is progressing with design and site
identification well advanced; and regulatory approvals
are underway.
18 | Metcash Annual Report 2018
#Logistics
ClipboardPageNumber | Metcash MelbourneAdelaideAlice SpringsDarwinHobartSydneyBrisbanePerth
Corporate Social
Responsibility
At Metcash, being a responsible
business is fundamental to our
operating principles and it is
embedded in our overarching
business strategy.
Significant progress was made during the year across
our social and environmental practices. This included
increased community engagement and support, removing
single use plastic bags across our supermarket network,
improving our responsible sourcing practices and reducing
our energy usage and waste to landfill.
Community
Metcash recognises that it plays an important role in
the communities in which it operates, including being an
integral part of the social fabric of many of the regional
communities where our independent retailers are located.
Our support to community organisations consists of
financial support from our independent retailers and
Metcash, the donation of staff time, and the donation
of product from our Food pillar. Metcash has supported
local communities through the IGA Community Chest
Trust Fund for the past 29 years. The Fund has raised over
$80m during this time for distribution to local charities,
regional sporting groups, hospitals, health and wellbeing
initiatives, local fire services and disaster relief efforts to
name a few.
In calendar year 2017, $2.3m was raised through the Fund
and distributed to over 440 local schools and 470 local
sport and recreational clubs, as well as our three charity
partners: The McGrath Foundation; Special Olympics
Australia; and Vinnies Christmas Appeal.
Metcash staff participated in the ‘Vinnies CEO Sleepout’
held during the year at various venues across the country
and raised over $63,000 to support this worthwhile cause.
A number of other activities were held by our staff across
many of our sites to raise awareness and support for
those in need. Over $55,000 was raised collectively
through these activities.
Food waste reduction remains a primary focus for our
business and our retailer network. Metcash is a long-time
partner of Foodbank and has donated over one million
kilograms of both food and non-food items to Foodbank
over the past eight years. Through this partnership we
play a small but important role in supporting those in
our community that are the most vulnerable and require
assistance. A number of our IGA retailers also support the
work of OzHarvest through the supply of fresh food.
Metcash and our retailer partners have collectively
donated 369,000kg of food and 4,340kg of non-food to
Foodbank and OzHarvest over the past year.
Healthier food, healthier people
and communities
We believe our business has a role in supporting healthy
communities through the development and ranging
of nutritious healthy products, and through creating
programs and educational tools that help all consumers
make healthy food choices.
The development of our Community Co range of products
has enabled us to deliver a quality private label offer that
excludes artificial flavours and colours. The brand also
supports our local communities through the donation of
a portion of sales proceeds to the IGA Community Chest
Trust Fund.
Our IGA Family Program provides communities with
access to a range of educational tools on how to live a
healthier lifestyle, including recipes for healthy eating
options. The program has been in existence for two years,
with more than 20,000 families already registered and
receiving materials to help live healthier lifestyles.
The program also partners with the Stephanie Alexander
Kitchen Garden Foundation (SAKGF) to provide our retail
network with an avenue to support onsite gardens and
kitchens in schools. The SAKGF assists schools to develop
a program that teaches students how to grow and harvest
produce and cook delicious food, helping to establish
strong fresh food principles from an early age.
Since the commencement of the partnership in July 2017,
we have supported 30 school kitchen garden programs
across Australia.
Maroochydore
Swans
Kick 4 Kids Day
IGA independent retailers on the Sunshine Coast
spent a day supporting the Maroochydore Swans
Kick 4 Kids Day. This event brings special-needs
children from local schools to the Maroochydore
Football Club to be hosted by local football coach Tim
Sheridan.
The day aims to create awareness of special needs,
show the children that the community cares about
them, and provide the children with skills they can
adapt for later employment.
Local Sunshine Coast retailer Roz White of Whites
SUPA IGA Bli Bli is a great supporter of the program.
Roz said:
“The IGA Swans Kick 4 Kids Day is an event close to
our hearts as we are very passionate about supporting
disabled people through employment in our stores. We
know this makes a huge difference for them and their
lives. We have three disabled team members including
Mitchell who has worked with us for four-and-a-half
years, and is an integral part of our team. Our local
shoppers are very supportive of him too. The Swans Kick
4 Kids Day is a real highlight for the Whites SUPA IGA Bli
Bli team who assisted on the day.”
Metcash has been a national donor to Foodbank since 2010
The IGA Family Program supports healthy communities
Maroochydore Swans Kick 4 Kids Day
20 | Metcash Annual Report 2018
#CorporateSocialResponsibility
Corporate Social Responsibility (continued)
People
Diversity, inclusion and our people
We believe that our people are our most valued asset,
with belonging and inclusion fundamental to our
culture and core values. We recognise that each person
has unique strengths, and that high performance is
underpinned by embracing those strengths.
Progress against gender targets is regularly reported
to the Board and includes a focus on improving female
representation in leadership and in roles traditionally
occupied by males. At the end of the financial year, our
workforce comprised 31.5% female and 68.5% male,
supported by our equal opportunity hiring policies. The
gender mix of the Metcash Board is now 57% female and
43% male following the appointment of our fourth female
non-executive director during the year.
Our Group CEO, Jeff Adams, became a Gender Pay Equity
Ambassador under the Workplace Gender Equality
Agency (WGEA) during the year replacing former Group
CEO Ian Morrice. Through this organisation Metcash has
pledged to drive gender pay equality. The company was
pleased to report that Metcash’s gender pay gap at the
end of the financial year had reduced to less than 2%.
Initiatives implemented during the year to better support
gender equality and workplace flexibility included:
-
An increase in paid parental leave for primary carers
from 10 to 12 weeks;
Release of a new Domestic and Family Violence policy
that provides eligible employees access to paid
and/or unpaid leave and support through the
Employee Assistance Program;
The provision of a more robust grievance process for
sexual harassment and discrimination;
An additional week of annual leave for employees
with eligibility criteria designed to encourage our
people to balance work and home commitments; and
School holiday support across a number of sites, for
working parents through our Camp Metcash program
that offers care for employees’ children between the
ages of 4-14.
-
-
-
-
Metcash also formally recognised International Men’s
Day and International Women’s Day events and provided
facilitated discussion forums for all staff.
22 | Metcash Annual Report 2018
Health, wellbeing and safety
Metcash remains committed to the continuous
reinforcement of ‘Zero Harm’, the prevention of work-
related injury and illness to employees, visitors,
contractors and members of the public in all areas in
which we operate.
This year we adopted the more widely used Total
Recordable Injury Frequency Rate (TRIFR) as our key
safety performance measure. This measure comprises
Lost Time Injuries, Medical Treatment Injuries and
Restricted Work Cases. The use of this wider measure
has helped improve our incident reporting and
investigation culture within Metcash, which is reflected
in TRIFR reducing by 11% from 41.2 (excluding Home
Timber & Hardware) in FY17 to 36.7 (inclusive of Home
Timber & Hardware) in FY18.
Our safety goal remains ‘Zero Harm’ and we have
implemented a number of new initiatives based around
‘making safety simple’ to help further improve our safety
performance and continue our drive towards this goal.
In addition to safety, the wellbeing of our people is
a top priority. Metcash provides employees with the
opportunity to access a range of benefits to promote
wellbeing. These include wellbeing leave days,
flexible working arrangements, counselling services,
paid parental leave and allowing eligible employees
to access an additional week of leave per year
as mentioned.
Human rights and modern slavery
Metcash has a wide and diverse supply chain that
encompasses goods and services from both food
and non-food sectors. The company is committed
to upholding human rights within our business and
across our supply chain. We acknowledge our role and
responsibility in seeking to safeguard human rights
through responsible, ethical and sustainable business
practices.
We support the United Nations Framework and Guiding
Principles on Business and Human Rights and the eight
international fundamental conventions. We reinforce our
core value of treating people with dignity and respect,
and we aim to ensure that our supply chains and
operations do not contain products as a result of forced,
bonded or child labour practices.
We work collaboratively with our supply chain partners
to ensure that suppliers have appropriate procedures and
practices in place to deliver compliance with the above
principles. We undertake supplier assurance audits as
part of the on-boarding process for suppliers, and are
Energy reduction
Our distribution centres, warehouses and associated
refrigeration systems are the largest users of energy
across our businesses and represent our greatest
opportunities for energy reduction.
This year we reduced our total energy use by 7% from
446,361 GJ to 415,485 GJ. The improvement was largely
driven by initiatives including the retrofitting of LED
lighting across our distribution network, as well as more
efficient energy usage. Many of our Distribution Centres
have now implemented the off-peak charging of forklifts,
as well as refrigeration and lighting controls to reduce
electricity usage.
Sustainable farmers
We are passionate about enabling our independent
retailers to support local farmers, especially those
that use sustainable agriculture techniques. Glenn and
Katrina Morris from Figtrees Organic Farms supply local
IGAs in northern New South Wales by bringing their
customers fresh, sustainable and nutritious produce,
direct from the farm gate.
The Morrises are very aware of the environmental impact
of pesticide and fertiliser overuse in agriculture, with
Glenn raising the public profile of these issues by riding
his horse across the Sydney Harbour Bridge in 2017.
The Morris’ emphasis is on working with natural
processes and creating healthy ecosystems on their
land. Figtrees Organic Farms have been regenerated
from tired conventionally-run farms, to thriving healthy
landscapes bursting with abundance. Katrina is also
passionate about education and teaching children the
importance of understanding where their food comes
from to help improve their health and well being.
Bingara IGA owner John Bishton works closely
with John Morris from Figtrees Organic Farms
able to identify non-conformance through desktop and
physical audits. However, we recognise that this may
not detect all breaches, and we continue to investigate
opportunities for improvement.
Metcash is preparing a Modern Slavery Statement that
will be completed and made available in FY19.
Environment
Responsible sourcing
Metcash remains committed to the sourcing of products
and services in a responsible manner. As a member of
the Roundtable on Sustainable Palm Oil (RSPO), we
work with our suppliers to ensure we maintain 100%
Certified Sustainable Palm Oil (CSPO) in all of our private
label products.
We have been recognised for our efforts in using
CSPO through a unique partnership with the Taronga
Conservation Society Tiger Exhibit and ‘Zoopermart’. This
partnership aims to promote the use of products that
contain 100% CSPO, and Metcash products are included in
their interactive displays.
We are also committed to the phasing out of cage eggs
in our private label range by the end of 2018, and are on
track to achieve this.
All suppliers of timber to our Hardware pillar are 100%
Forest Stewardship Council (FSC) or Program for the
Endorsement of Forest Certification (PEFC) certified. We
are also working towards 100% FSC or PEFC certification
for all of our private label brand toilet paper, tissues and
paper towels by 2020.
Waste
We remain focused on reducing waste and diverting
material from landfill and continue to work closely with
our waste and recycling contractors to achieve this. In
FY18, 82.5% of our waste was diverted from landfill, with
the majority being paper, plastics and cardboard sent for
recycling; as well as over 300 tonnes of food that was
donated to Foodbank.
Last year Metcash and our independent retailers
committed to eliminate the distribution and sale of single
use plastic bags by 30 June 2018.
In April 2018, Metcash joined the Australian Packaging
Covenant’s Soft Plastic Working Group to collaborate with
government and industry partners to reduce the use of
soft plastic. We anticipate working closely with this group
to develop innovative solutions to repurpose soft plastic.
This will include liaising with our suppliers to support the
reduction of plastic packaging across our private label and
fresh product range.
Our People
Senior management
Our Board
Jeff Adams
BA, Business Administration &
Management
CEO
Metcash Group
Jeff has over 40 years of
international retail experience
across domestic and
international businesses in the
United States, Europe, Asia,
Central America and the Middle
East. Most recently, Jeff was
CEO of Operations for Turkey at
Tesco Kipa.
Mark Laidlaw
B.Ec, CPA
CEO
Independent
Hardware Group
Mark joined Metcash in 2001
and was appointed CEO of
Mitre 10 Australia in May 2010.
Mark has extensive experience
in general management, sales,
operations and commercial
management and prior to joining
Metcash, Mark worked for
Mobil Oil.
Scott Marshall
B.Business
Rod Pritchard
Dip. Marketing
CEO
Supermarkets & Convenience
Interim Chief Executive
Australian Liquor Marketers
Scott began his career with
Metcash in the ALM business
25 years ago and was appointed
CEO of ALM in December 2013.
In March 2018 Scott was
appointed CEO, Supermarkets &
Convenience.
His areas of experience cover
warehousing operations and
management, sales, retail
operations, State general
management and marketing
management.
In 2015 Rod joined ALM
and was General Manager,
Merchandise for three years
before being appointed as
interim CEO in March 2018.
Rod has over 18 years’
experience in the liquor industry,
including a 15-year period with
Brown-Forman (operating as
Swift & Moore until 2006).
Robert Murray
MA Hons, Economics (Cantab)
Jeff Adams
BA, Business Administration &
Management
Fiona Balfour
BA (Hons), MBA, Grad Dip IM, FAICD
Anne Brennan
BCom (Hons), FCA, FAICD
Non-executive Chairman
CEO, Executive Director
Non-executive Director
Non-executive Director
Chair of the Nomination
Committee.
Chair of People & Culture
Committee, Member of the
Nomination Committee.
Member of the Audit, Risk
& Compliance Committee,
Member of the Nomination
Committee.
Brad Soller
B.Comm, B.Acc, M.Comm, CA (SA)
CFO
Metcash Group
Linda Venables
B.Sc Hons
Chief Logistics Officer –
Food & Liquor
Brad joined Metcash in January
2015 and prior to that was the
CFO of David Jones and CFO of
Lendlease.
Linda started with Metcash
in October 2013 and was
appointed Chief Logistics Officer
in February 2015.
Brad is a Chartered Accountant
having worked with PwC in both
London and Johannesburg.
Linda’s career spans both
FMCG and Retail, including third
party logistics in Europe and
the Australian retail market.
Linda also has extensive
systems implementation,
program management and
M&A experience.
Edwin Gear
B.Sc, MBA
Penny Coates
BA Hons, Chartered Fellow CIPD, GAICD
Chief Information Officer
Chief People & Culture Officer
Edwin joined Metcash in 2014
and was appointed as Group
CIO in April 2015. Edwin is
responsible for IT’s cross-
functional collaboration with
Group companies.
Before joining Metcash Edwin
held various executive roles in
merchandising, logistics and
technology with Foodstuffs
Wellington and Mitre10 in
New Zealand and Supergroup
in South Africa.
Penny joined Metcash in 2015
as Chief People & Culture
Officer. Penny has extensive
international HR and line
management experience gained
in the retail, financial services
and professional services
industries.
Prior to joining Metcash
Penny worked for TAL as its
Chief Customer Service &
Operations Officer.
Tonianne Dwyer
BJuris Hons, LLB Hons, GAICD
Non-executive Director
Chair of the Audit, Risk &
Compliance Committee,
Member of the Nomination
Committee.
Murray Jordan
MPA
Non-executive Director
Member of the Audit, Risk
& Compliance Committee,
Member of the Nomination
Committee and the People &
Culture Committee.
Helen Nash
BA Hons, GAICD
Julie Hutton
B Asian Studies (Viet), LLB, LLM, GAICD
Non-executive Director
Company Secretary
Member of the People & Culture
Committee, Member of the
Nomination Committee.
For Directors’ biographies, please see page 35 of the Annual Report. For more information on Board evaluation, please refer to the
Corporate Governance page on our website: www.metcash.com/corporate-information/corporate-governance
24 | Metcash Annual Report 2018
#OurPeople
#OurBoard
#Financial Report
Financial Report
For the year ended 30 April 2018
Contents
Directors’ Report
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors’ declaration
Auditor’s Independence Declaration
Independent Auditor’s Report
27
57
58
59
60
61
99
100
101
26 | Metcash Annual Report 2018
#FinancialReport
Directors’ report
Directors’ Report
Directors’ Report
For the year ended 30 April 2018
For the year ended 30 April 2018
For the year ended 30 April 2017
Your Directors submit their report of Metcash Limited (the ‘Company’) and its controlled entities (together the ‘Group’ or
‘Metcash’) for the financial year ended 30 April 2018 (‘FY18’).
Operating and Financial Review
1. Metcash’s business model
Metcash is Australia’s leading wholesaler and distributor, supplying and supporting approximately 5,000 independent retailers
forming part of our bannered network and approximately 100,000 other businesses across the food and grocery, liquor and
hardware industries. Metcash’s retail customers operate some of Australia’s leading independent brands including: IGA, Mitre 10,
Home Timber & Hardware (HTH) and Cellarbrations.
Metcash operates a low cost distribution model that enables its independent retail customers to compete against the vertically
integrated retail chains and other competitors. The Group’s core competencies include: procurement, logistics, marketing, retail
development and retail operational support. Metcash operates major distribution centres in all the mainland states of Australia.
These are complemented by a number of smaller warehouses and the Campbells branch network.
The Group employs over 6,000 people and indirectly supports further employment via its network of Successful Independents.
2. Strategic objectives
Metcash’s strategic vision is to:
•
•
•
•
be a business partner of choice for suppliers and independents;
support independent retailers to be the Best Store in Town;
be passionate about independents; and
promote thriving communities, giving shoppers choice.
The strategic vision is supported by a number of key programs and initiatives across the three pillars (Food & Grocery, Liquor and
Hardware) aimed at supporting our independent retailers. These include store upgrade support, the introduction of private label
brands, core ranging, marketing support, as well as training and development programs for independent retailers.
The Group commenced the Working Smarter program towards the end of FY16. This three year program (FY17 - FY19) continues to
reduce complexity in business processes and makes it simpler for customers and suppliers to do business with Metcash.
The program spans all business pillars and support functions and includes optimisation of organisational and cross-pillar
structures; buying, promotions and pricing models; supply chain and non-trade procurement. The program will help mitigate
ongoing inflationary pressure on the Group’s cost base.
3. Key developments
Potential new distribution centre (DC) and loss of major customer in South Australia
On 28 May 2018, the Group announced that it is planning for a potential new purpose-built DC in South Australia. If approved and
constructed, the DC will enable local independent retailers in South Australia to benefit from significant operational efficiencies, as
well as accessing a broader range of products. It would also benefit local suppliers through the opening up of a pathway to access
Metcash’s extensive distribution network.
The Group also announced that the Drakes Supermarkets group (Drakes) has advised that it will not be making a commitment to
have its supermarkets in South Australia supplied from Metcash’s proposed new DC. Drakes later confirmed that they intend to
supply these stores out of their own new DC that is currently under development.
As a result of the loss of this commitment, and the intensifying economic and competitive environment, particularly in Western
Australia, an impairment expense of $352.1 million was recorded against the carrying value of goodwill and other net assets in the
Food & Grocery segment. This expense is presented separately within ‘significant items’ in the income statement. Refer note 3 of the
financial report for further information.
Metcash Group | Financial Report FY18
1
Directors’ Report (continued)For the year ended 30 April 2018
Directors’ Report (continued)
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2018
For the year ended 30 April 2017
For the year ended 30 April 2018
Changes in key management personnel (KMP)
Jeff Adams joined the Group on 4 September 2017 and was appointed as Group Chief Executive Officer (CEO) and Executive Director
on 5 December 2017 following Ian Morrice’s resignation from these roles. Ian assisted with Jeff’s transition into the role from
September 2017 until June 2018.
Patrick Allaway announced his intention to retire from his roles as Non-executive Director and Chair of the Audit, Risk and
Compliance Committee following completion of the Group’s FY18 financial reporting process in June 2018.
Anne Brennan joined the Metcash Board as a Non-executive Director and a member of the Audit, Risk and Compliance Committee in
March 2018.
Details of Directors’ experience and qualifications are included within this report.
Scott Marshall was appointed as Chief Executive Officer – Supermarkets and Convenience (S&C) in March 2018 following Steven
Cain’s resignation from the role. Scott has been with Metcash for over 25 years, including as CEO Australian Liquor Marketers and
also had a leadership role in the S&C operations in Western Australia. Rod Pritchard, General Manager Merchandise, is acting in the
role of CEO Australian Liquor Marketers on an interim basis, while the formal recruitment process is underway.
Dividend declaration
The Group recommenced dividend payments following the FY17 results announcement, and has paid $102.4 million in dividends
during the current financial year – a total of 10.5 cents per share. The Board has determined to pay a fully franked final FY18
dividend of 7.0 cents, which represents a full year dividend payout ratio of 59% of Underlying Earnings Per Share.
4. Key financial measures
Warehouse earnings
Metcash’s operations are designed to allow significant volumes to be distributed through its warehouse infrastructure. The ability to
leverage warehouse efficiencies is a key driver of the Group’s profitability.
In addition to warehouse revenue, earnings are impacted by product category mix and the proportion of the Group’s products
bought by the network. Warehouse sales and related margins are driven by competitive pricing, promotional activities and the level
of supplier support through volumetric and other rebates.
Metcash has a number of key programs in place to drive sales and margins, including through pricing and promotion, product
range, retail operational standards and consumer alignment.
Cost of doing business
The Group’s profitability depends on the efficiency and effectiveness of its operating model. This is achieved by optimising the
Group’s cost of doing business (CODB) - which comprises the various costs of operating the distribution centres and the
administrative support functions.
Working Smarter is a key strategic program aimed at maximising the effectiveness of the Group’s CODB.
Funds employed and return on capital
The Group’s funds employed is primarily influenced by the seasonal working capital cycle and the maintenance of a strong focus on
cash flow through optimal stock levels and debtors management.
The Group has longer term capital investments in its supply chain capabilities, including warehouse automation technologies and
software development. The Group also manages a portfolio of short-to-medium term investments to support the independent
network, mainly in the form of equity participation or short term loans.
The Board’s intention is to reinvest adequate funds within the business for future growth and otherwise return earnings to
shareholders.
Impact of the 53rd trading week in FY17
The current financial year (FY18) comprises a 52 week trading period (from 1 May 2017 to 29 April 2018) as compared to a 53 week
period in FY17 (from 25 April 2016 to 30 April 2017). Section 5 of this report provides an overview of the Group’s financial
performance.
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2018
For the year ended 30 April 2018
Impact of new accounting standards on key financial measures
Metcash’s key financial measures will be influenced by the application of new accounting standards in the coming financial years.
AASB 15 Revenue from Contracts with Customers and AASB 9 Financial Instruments are applicable to the Group from FY19, and AASB
16 Leases is applicable from FY20.
Appendix A to the financial report provides a comprehensive description of the key changes arising from the new accounting
standards and the expected impact on the Group in the respective years of their initial application.
5. Review of financial results
Group overview
Sales revenue
Earnings before interest, tax, depreciation and amortisation (EBITDA)
Depreciation and amortisation
Earnings before interest and tax (EBIT)
Net finance costs
Underlying profit before tax
Tax expense on underlying profit
Non-controlling interests
Underlying profit after tax (i)
Significant items
Tax benefit attributable to significant items
Net (loss)/profit for the year
Underlying earnings per share (cents) (ii)
Reported (loss)/earnings per share (cents)
FY18
$m
FY17
$m
14,463.7
14,121.9
400.7
(68.0)
332.7
(26.4)
306.3
(87.9)
(2.8)
215.6
(380.1)
15.0
(149.5)
22.1
(15.3)
368.3
(63.5)
304.8
(33.6)
271.2
(74.6)
(1.8)
194.8
(32.7)
9.8
171.9
20.3
17.9
(i)
(ii)
Underlying profit after tax is defined as reported profit after tax attributable to equity holders of the parent, excluding
significant items identified in note 3(vii) of the financial report.
Underlying earnings per share (EPS) is calculated by dividing underlying profit after tax by the weighted average shares
outstanding during the period.
The Group generated sales revenue of $14.46 billion, an increase of 4.3% on the prior financial year after adjusting for a 53rd trading
week in FY17, largely reflecting the inclusion of HTH for a full financial year (FY17: 7 months).
Underlying profit after tax increased 10.7% to $215.6 million (FY17: $194.8 million) and includes strong earnings growth in the
Hardware pillar, with a full year of earnings from the HTH acquisition compared to seven months in FY17.
The Group reported a statutory loss of $149.5 million after tax (FY17: statutory profit of $171.9 million after tax). The reported loss is
due to the impairment of goodwill and other net assets of $345.5 million (post tax) in the Food & Grocery pillar, which was
announced on 6 June 2018.
Group EBIT increased 9.2% to $332.7 million (FY17: $304.8 million), predominantly driven by earnings growth in the Hardware pillar
following the acquisition of HTH. Earnings also increased in the Liquor pillar through continued growth in the IBA network. Earnings
in the Food & Grocery pillar were flat compared to the prior financial year, but improved after adjusting for the 53rd trading week in
FY17.
Group EBIT includes a positive contribution from Corporate of $6.7 million (FY17: $1.2 million), principally due to the reversal of a
provision against the Huntingwood, NSW DC hail insurance claim, which was settled in 1H18.
Metcash Group | Financial Report FY18
2
Metcash Group | Financial Report FY18
3
28 | Metcash Annual Report 2018
Directors’ Report (continued)
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2018
For the year ended 30 April 2017
For the year ended 30 April 2018
Segment results
Segment
revenue
Earnings before interest and tax
(EBIT)
FY18
$m
8,899.6
3,465.5
2,098.6
-
14,463.7
FY17
$m
9,180.0
3,333.1
1,608.8
-
14,121.9
FY18
$m
188.6
68.4
69.0
6.7
332.7
FY17
$m
188.1
67.0
48.5
1.2
304.8
Food & Grocery
Liquor
Hardware
Corporate
Metcash Group
Food & Grocery
Total Food & Grocery sales declined 1.2% to $8.90 billion (FY17: $9.01 billion, excluding the 53rd trading week).
Supermarkets sales declined 1.4% with growth on the Eastern seaboard more than offset by lower sales in South Australia and
Western Australia. Intense competition continued across all states, with Western Australia again the most challenging market due to
the ongoing rollout of competitor footprint and weak economic conditions.
Supermarkets wholesale sales (excluding tobacco) declined 3.6%, with deflation continuing to be a key driver of the decline, as
competitor investment in price and promotions remained at high levels. Grocery deflation for the year was 2.4% (FY17: 2.0%), with
some slowing in the rate of deflation in the second half of the financial year.
Retail sales across our IGA retail network declined 0.9% on a like for like basis (LfL).
Convenience sales decreased 0.5% to $1.49 billion (FY17: $1.50 billion, excluding the 53rd trading week) reflecting the cycling of
revisions to key customer contracts in 1H18, partly offset by increased sales in 2H18 that reflect growth in sales to a large contract
customer.
Food & Grocery EBIT was broadly flat at $188.6 million (FY17: $188.1 million), reflecting a positive contribution from the
Convenience business and Working Smarter cost savings, partly offset by the impact of the decline in Supermarkets wholesale sales
(excluding tobacco), and lower joint venture earnings which were negatively impacted by prior period one-off adjustments.
FY17 Food & Grocery EBIT includes earnings related to $168.6 million of sales from the 53rd trading week.
Liquor
Total Liquor sales increased 5.7% to $3.47 billion (FY17: $3.28 billion, excluding the 53rd trading week) reflecting increased sales
from both existing and new contract customers, and from the annualisation of Porters Liquor, which was acquired in 2H17.
Wholesale sales through the IBA network increased 8.8% as a number of wholesale customers converted to the IBA banner. Retail
sales in the IBA network increased 1.5% on a LfL basis.
EBIT increased 2.1% to $68.4 million reflecting the earnings benefit from increased sales to both the IBA network and contract
customers. Working Smarter savings were partly offset by an increase in the bad debts provision in Western Australia and costs
associated with the implementation of the NSW Container Deposit Scheme noted at the half year results.
FY17 Liquor EBIT includes earnings related to $54.6 million of sales from the 53rd trading week.
Hardware
Hardware sales increased $520.1 million to $2.10 billion (FY17: $1.58 billion, excluding the 53rd trading week) reflecting the inclusion
of a full year of sales from HTH (FY17: 7 months).
Total wholesale sales increased 5.3%, driven by strong trade sales. Construction activity was robust through most of the year, with
some softening evident in the fourth quarter. Mitre 10 continued to perform well with wholesale sales increasing 8.6% (6.0% on a LfL
basis), while sales in HTH increased 1.9% (3.4% on a LfL basis).
Retail sales through the IHG banner group increased 7.4% on a LfL basis.
EBIT increased $20.5 million to $69.0 million (FY17: $48.5 million) principally due to the inclusion of a full year of earnings from HTH
(FY17: 7 months) together with related synergies.
FY17 Hardware EBIT includes earnings related to $30.3 million of sales from the 53rd trading week.
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2018
For the year ended 30 April 2018
Corporate
The Corporate result of $6.7 million (FY17: $1.2 million) is principally due to the reversal of a provision against the Huntingwood,
NSW DC hail insurance claim which was settled in FY18. The FY18 result included $2.8 million of net gains on sale of surplus
properties.
Finance costs and tax
Net finance costs reduced reflecting lower debt utilisation as a result of tight working capital management and prudent capital
expenditure.
Tax expense of $87.9 million on underlying profit represents an effective tax rate of 28.7% (FY17: 27.5%). The lower effective tax rate
in FY17 reflects distributions from equity-accounted investments and the application of capital tax losses.
Significant items
On 28 May 2018, Metcash advised the market that the Drakes Supermarkets group had communicated their intention not to provide
a long-term commitment to the new proposed Metcash DC in South Australia. Shortly after Metcash’s ASX announcement, Drakes
confirmed to the market that their own DC in South Australia is currently under development.
As a result of the loss of this commitment, and the intensifying economic and competitive environment, particularly in Western
Australia, an impairment expense of $352.1 million was recorded against the carrying value of assets in the Food & Grocery segment.
The impairment expense predominantly related to goodwill and other intangible assets, but also included certain residual tangible
assets and lease exposures.
Other items reported separately within ‘significant items’ include acquisition and integration costs in relation to the HTH
acquisition and implementation costs in relation to the Working Smarter program. Refer note 3 of the financial report for further
information.
Cash flows
Operating cash flows
Investing cash flows
Equity raised (net)
Dividends paid and other financing activities
Reduction in net debt
FY18
$m
288.6
(56.1)
-
(108.9)
123.6
FY17
$m
304.6
(198.6)
92.8
(4.1)
194.7
The Group continued to deliver strong operating cash flows during the current year. Excluding a non-recurring cash receipt of
~$20 million in relation to the Huntingwood insurance claim during FY18, and a non-recurring working capital benefit of
~$43 million related to the acquisition of HTH in FY17, operating cash flows were broadly in line with last year, supported by strong
cash generation from HTH and a continued focus on efficient working capital management.
The Group had net investing outflows of $56.1 million which primarily related to capital expenditure. The prior year investing
outflows of $198.6 million included payments related to the HTH acquisition.
The Group recommenced dividend payments following the FY17 results announcement, and has paid $102.4 million in dividends
during the current financial year – a total of 10.5 cents per share.
Metcash Group | Financial Report FY18
4
Metcash Group | Financial Report FY18
5
30 | Metcash Annual Report 2018
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2018
For the year ended 30 April 2018
Financial position
Trade receivables and prepayments
Trade receivables - customer charge cards agreement
Inventories
Trade payables and provisions
Customer charge cards agreement
Net working capital
Intangible assets
Property, plant and equipment
Equity-accounted investments
Customer loans and assets held for sale
Total funds employed
Net cash/(debt)
Tax, put options and derivatives
Net assets/equity
FY18
$m
1,184.2
274.0
784.4
(1,896.2)
(274.0)
72.4
818.4
236.7
88.3
51.4
1,267.2
42.8
78.6
1,388.6
FY17
$m
1,133.3
276.0
759.2
(1,811.4)
(276.0)
81.1
1,152.7
242.1
103.3
51.9
1,631.1
(80.8)
87.1
1,637.4
The Group balance sheet remains strong, with a strong cash position supported by an optimised level of net working capital. The
$352.1 million significant items impairment primarily impacted non-current assets and provisions.
The Group invested $52.1 million in capital expenditure during the year, partially offsetting depreciation and amortisation expenses
of $68.0 million.
Group net debt reduced by $123.6 million during the current year, from a net debt position of $80.8 million at FY17 to a net cash
position of $42.8 million. Metcash had $712.7 million in unused debt facilities available at the reporting date for immediate use.
Commitments, contingencies and other financial exposures
Metcash’s operating lease commitments, which predominantly relate to warehouses and retail stores, decreased from
$1,491.7 million to $1,373.1 million at 30 April 2018. Of the total commitment, $578.9 million is recoverable from tenants under sub-
leases, down from $617.0 million at the end of April 2017. Further details of lease commitments are presented in note 17 of the
financial statements.
Put options, including in relation to Ritchies Stores Pty Ltd, are detailed along with other contingent liabilities in note 15 of the
financial statements.
Metcash has a relatively low exposure to interest rate risk and minimal foreign exchange exposures. Variable interest rate exposures
on core debt are hedged in accordance with the Treasury Policy between a minimum and maximum range. At year end, 79% of
gross debt was fixed. Further details are set out in note 15 of the financial statements.
6. Outlook
In Food & Grocery, we have seen some improvement in sales through the first seven weeks of FY19. Despite this, we do not expect a
material change in FY19 to the highly competitive market conditions experienced in FY18.
As stated in our ASX release on 28 May 2018, we do not expect the advice from Drakes Supermarkets regarding their intention to
supply their own stores in South Australia to have a material impact on the earnings of our Supermarkets business in FY19. The
business will focus on operational efficiencies to help address the impact of the loss of operating leverage in South Australia beyond
FY19.
Planned investments in growth initiatives by the Supermarkets business in FY19 are expected to adversely impact earnings for the
year by ~$10 million. These operating investments are expected to deliver earnings benefits beyond FY19.
Additional Working Smarter savings in the Food & Grocery pillar are expected to help mitigate the impact of difficult market
conditions and cost inflation.
In Liquor, there is uncertainty associated with the further rollout of the Container Deposit Scheme, particularly in Queensland,
Western Australia and the ACT, which are the next states to implement their schemes. Despite this, the Liquor market is expected to
continue to grow at modest levels. The Liquor pillar remains focused on building and improving the quality of its IBA network.
In Hardware, we expect construction activity to continue at a solid level, at least through the first half of FY19. Earnings for the year
are expected to benefit from the realisation of the full synergy benefits related to the integration of Home Timber & Hardware.
Directors’ report (continued)
For the year ended 30 April 2018
7. Material business risks
The following section outlines the material business risks that may impact on the Group achieving its strategic objectives and
business operations, including the mitigating factors put in place to address those risks. The material risks are not set out in any
particular order and exclude general risks that could have a material effect on most businesses in Australia under normal operating
conditions.
Strategic risks
Consumer behaviour and preferences continue to change and are influenced by factors such as economic conditions, healthy living
trends and increasing choices in both online and in-store retail options.
Metcash’s business operations and strategic priorities are subject to ongoing review and development. Management regularly
reviews plans against market changes and modifies its approach, where necessary.
Market risks
Market conditions continue to evolve with continued increasing competition from new and existing competitors, risk of losing a
major customer, declines in economic activity, the need for the independent retail network to remain competitive, ongoing price
deflation, and potential adverse interest rate and foreign exchange movements, all of which may lead to a decline in sales and
profitability. Furthermore, changes to the regulatory environment including proposed changes to trading hours may impact trading
conditions both at the retail and wholesale level. The Group strategy is focused on providing a compelling value proposition to
consumers through Successful Independents.
Metcash continues to progress programs aimed at establishing a strong shopper-led product range, reducing costs of doing
business and making it easier for suppliers and customers to engage with the Group. We are confident these initiatives coupled
with the benefits realised from our Working Smarter program, now in its third year, will help position Metcash and our independent
retailers for ongoing success.
Operational and compliance risks
As Australia’s leading wholesaler, Metcash is reliant upon the success of our suppliers and retailers. Metcash continues to invest in
programs to improve the health of the independent retail network, such as our Working Smarter initiative which simplifies how we
do business. These programs are aimed to position Metcash as the business partner of choice for our suppliers and retailers. As with
any significant change, there is a risk that these transformation programs fail to deliver the expected benefits. Metcash has in place
governance frameworks to manage these change programs to ensure projects are delivered in line with plans and can be adapted
as required.
Metcash’s operations require compliance with various regulatory requirements including WHS, food safety, environmental,
workplace industrial relations, public liability, privacy & security, financial and legal. Any regulatory breach could have a material
negative impact on the wellbeing, reputation or financial results of Metcash or its stakeholders. The Group’s internal processes are
regularly assessed and tested as part of robust risk and assurance programs addressing areas including safety, security,
sustainability, chain of responsibility and food safety. Metcash maintains a strong ‘safety-first’ culture and has established
standards and ‘Chain of Responsibility’ policies to identify and limit risk. Metcash is committed to ‘Supporting Independents’ with a
key element of this underpinned by ensuring our operations are conducted in a socially responsible manner. Further to this
Metcash manages the costs of compliance to ensure our costs of doing business are not significantly impacted. We do this by
ensuring we proactively manage changes to regulatory requirements and respond with effective programs to ensure compliance.
Inefficiency or failure within our supply chain or in key support systems (including technology) could impact the Group’s ability to
deliver on our objectives. Metcash has comprehensive business continuity plans in place to address significant business
interruptions and failures within operational systems. Our strategic planning and ongoing monitoring of operations ensure our
supply chain and support systems are able to scale appropriately to respond to our business needs.
Financial risks
Metcash’s ability to reduce its cost of doing business is critical to support independent retailers in remaining competitive in an
ongoing deflationary environment. The competitive trading conditions also increases the credit risk associated with the Group’s
activities with the independent retailer network. Metcash’s strategy is to support Successful Independents through appropriate
credit management processes.
Funding and liquidity risk remains material to the Group due to the need to adequately fund business operations, future growth and
absorb potential loss events that may arise. Inability to adequately fund business operations and growth plans may lead to difficulty
in executing the Group’s strategy. Metcash maintains a prudent approach towards capital management, which includes optimising
working capital, targeted capital expenditure, capital and asset recycling and careful consideration of its dividend policy. In
Metcash Group | Financial Report FY18
6
Metcash Group | Financial Report FY18
7
32 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2017
For the year ended 30 April 2018
addition, banking facilities are maintained with sufficient tenor, diversity and headroom to fund business operations. The Group’s
financial risk management framework is discussed in further detail in note 15 of the financial statements.
People and culture
The increasing competitive landscape and the ongoing need for market participants to remain agile in order to adapt to consumer
preferences, has heightened the competition for talent. The ability to attract and retain talent with the necessary skills and
capabilities to operate in a challenging market whilst being able to effect transformation is critical to Metcash’s success. Metcash is
committed to being Australia’s favourite place to work by unlocking the potential of its people through empowerment and ensuring
the Group’s cultural values align with their values. Integrity is the foundation of the ethical values and standards of behaviour set for
all employees through the Group’s Code of Conduct.
Metcash invests in its people through training and development opportunities, by promoting diversity and workplace flexibility and
maintaining succession planning. The short and long-term incentive schemes align the Group’s remuneration structure to
shareholders’ interests.
End of the Operating and Financial Review
Directors’ report (continued)
For the year ended 30 April 2018
Board information
FIONA E BALFOUR (BA (Hons), MBA, Grad Dip Information
Management, FAICD)
The Directors in office during the financial year and up to
the date of this report are as follows.
Non-executive Director
ROBERT A MURRAY (MA Hons, Economics (Cantab))
Non-executive Chair
Robert (Rob) is currently a Non-executive Director of
Southern Cross Media Group Limited (since 2014). He is
also a Board member of the not-for-profit charity
organisation, the Bestest Foundation.
Rob has extensive experience in retail and FMCG and an
in-depth understanding of consumers. He was previously
the CEO of Lion Nathan and CEO of Nestle Oceania, and a
former Director of Dick Smith Holdings Limited (from 2014
to 2016), Super Retail Group Limited (from 2013 to 2015)
and Linfox Logistics.
JEFFERY K ADAMS (BA, Business Administration and
Management)
Group Chief Executive Officer, Executive Director
Jeffery (Jeff) has over 40 years of international retail
experience across domestic and international businesses
in the United States, Europe, Asia, Central America, and
the Middle East.
Jeff was previously Chief Executive Officer of Tesco Kipa
(Turkey). Jeff also served as an Executive Vice President of
Operations at Fresh & Easy Neighborhood Market Inc. in
the United States from 2008. Before moving to Fresh &
Easy, he served as the Chief Executive Officer of Tesco
Lotus (Thailand) from 2004.
PATRICK N J ALLAWAY (BA/LLB)
Non-executive Director
Patrick is a Non-executive Director of Woolworths
Holdings Limited (South Africa), including David Jones
and Country Road (since 2014), Domain Holdings Australia
Limited (since November 2017), and Fairfax Media Limited
(since April 2016). He is also Chair and co-founder of a
privately owned corporate advisory business, Saltbush
Capital Markets, and Chair of Giant Steps Endowment
Fund.
Patrick has extensive experience in financial services, and
held senior executive and Non-executive Director roles in
large multinational companies, including Swiss Bank
Corporation and Citibank.
Fiona is a Non-executive Director of Airservices Australia
(since 2013), the Australian Red Cross Blood Service (since
2017), Western Sydney Airport Co (since 2017) and Land
Services South Australia Pty Ltd (since February 2018). She
is a Fellow of the Australian Institute of Company Directors
and Monash University, and a Member of Chief Executive
Women.
Fiona has significant executive experience across aviation,
telecommunications, financial services, education and the
not-for-profit sector. She has over 15 years’ experience as
a Non-executive Director, including as a Director of Salmat
Limited, TAL (Dai-ichi Life Australia) Limited and SITA SC
(Geneva), Councillor of Chief Executive Women, Trustee of
the National Breast Cancer Foundation and Councillor and
Treasurer of Knox Grammar School. She was awarded the
National Pearcey Medal for ‘Lifetime Achievement and
Contribution to the Information Technology Industry’ in
2006.
ANNE BRENNAN (BCom (Hons), FCA, FAICD)
Non-executive Director
Anne is a Non-executive Director of Argo Investments
Limited (since 2011), Charter Hall Limited (since 2010),
Nufarm Limited (since 2011), Rabobank Australia Limited
(since 2011) and Rabobank NZ Limited.
Anne has held a variety of senior management and
executive roles in large corporates and professional
services firms over 35 years in business. During her
executive career, Anne was the Finance Director of Coates
Group and the Chief Financial Officer of CSR Limited. Prior
to her role at CSR, she was a partner at KPMG, Arthur
Andersen and Ernst & Young.
Anne was also previously a Non-executive Director of Myer
Holdings Limited (from 2009 to 2017) and The Star
Entertainment Group Limited (from 2012 to 2014).
TONIANNE DWYER (BJuris (Hons), LB (Hons), GAICD)
Non-executive Director
Tonianne is a Non-executive Director of Dexus Property
Group and Dexus Wholesale Property Fund (since 2011),
ALS Limited (since July 2016), Oz Minerals Limited (since
March 2017) and Queensland Treasury Corporation. She is
the Deputy Chancellor and a member of the Senate of the
University of Queensland, and a Director of Chief
Executive Women.
Tonianne has over 20 years’ experience in investment
banking and real estate in the UK and is a Graduate of the
Australian Institute of Company Directors. She was also
previously a Non-executive Director of Cardno Limited
(from 2012 to 2016).
Metcash Group | Financial Report FY18
8
Metcash Group | Financial Report FY18
9
34 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Indemnification and insurance of Directors and Officers
Under the Constitution of the Company, the Company
indemnifies (to the full extent permitted by law) each
Director, the Company Secretary, past Directors and
Company Secretaries, and all past and present executive
officers (as defined under the Constitution) against all losses
and liabilities incurred as an officer of Metcash or its related
companies. The indemnity also includes reasonable costs
and expenses incurred by such an officer in successfully
defending proceedings relating to that person’s position.
The Company must enter into a deed indemnifying such
officers on these terms, if the officer requests. The Company
has entered into such deeds with each of its Directors and
the Company Secretary.
During the financial year, the Company has paid, or agreed
to pay, a premium in respect of a contract of insurance
insuring officers (and any persons who are officers in the
future) against certain liabilities incurred in that capacity.
Disclosure of the total amount of the premiums and the
nature of the liabilities in respect of such insurance is
prohibited by the contract of insurance.
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2017
For the year ended 30 April 2018
MURRAY P JORDAN (MPA)
Non-executive Director
Murray is a Non-executive Director of Chorus Limited,
Stevenson Group Limited and Sky City Limited, each New
Zealand companies and each since 2016. He is also a
trustee of The Starship Foundation which raises funds for
New Zealand's National Children's Hospital.
Murray has over 10 years’ experience in grocery retailing
and wholesaling and held key management roles in
property development and investment. Murray was
previously the Managing Director of New Zealand grocery
retail and wholesale business Foodstuffs North Island
Limited.
HELEN E NASH (BA Hons, GAICD)
Non-executive Director
Helen is a Non-executive Director of Blackmores Limited
(since 2013), Southern Cross Media Group Limited (since
2015) and Inghams Enterprises Pty Limited (since 2017).
Helen was formerly a Non-executive Director of Pacific
Brands Group Limited (from 2013 to 2016).
Helen has more than 20 years’ brand and marketing
experience with Procter & Gamble and IPC Media and
spent 10 years in senior executive roles at McDonald’s
Australia Limited.
FORMER DIRECTORS
Ian R Morrice resigned from his roles as Group CEO and
Executive Director on 5 December 2017.
COMPANY SECRETARY
JULIE S HUTTON (B Asian Studies (Viet), LLB, LLM, GAICD)
Julie joined Metcash from law firm Baker & McKenzie, where
she was a partner who specialised in mergers & acquisitions,
private equity and corporate restructures. Julie is a
Graduate of the Australian Institute of Company Directors
and was formerly a Non-executive Director of AVCAL, a
national association which represents the private equity
and venture capital industries in Australia.
Directors’ report (continued)
For the year ended 30 April 2018
The following table presents information relating to membership and attendance at meetings of the Company’s Board of
Directors and Board Committees held during the financial year and up to the date of this report. Information relating to
meetings held reflects those meetings held during a Director’s period of appointment as a Director during the year.
Ordinary
shares held
at reporting
date
64,005
-
-
206,786
87,804
-
40,000
23,041
37,431
Appointed
Retired
Meetings
held
Meetings
attended
Board of Directors
Robert A Murray (Chair)(a)
Jeffery K Adams
Ian R Morrice
Patrick N J Allaway
Fiona E Balfour
Anne Brennan
Tonianne Dwyer
Murray P Jordan
Helen E Nash
Audit, Risk & Compliance Committee
Patrick N J Allaway (Chair) (b)
Anne Brennan
Tonianne Dwyer
Murray P Jordan
People & Culture Committee
Fiona E Balfour (Chair) (c)
Murray P Jordan
Helen E Nash
29 Apr 2015
5 Dec 2017
12 Jun 2012
7 Nov 2012
16 Nov 2010
26 March 2018
24 Jun 2014
23 Feb 2016
23 Oct 2015
7 Nov 2012
26 March 2018
24 Jun 2014
23 Feb 2016
16 Nov 2010
31 Aug 2016
23 Oct 2015
-
-
5 Dec 2017
-
-
-
-
-
-
-
-
-
-
-
-
-
5
2
3
5
5
1
5
5
5
5
1
5
5
6
6
6
Nomination Committee
Robert A Murray (Chair)
Patrick N J Allaway
Fiona E Balfour
Anne Brennan
Tonianne Dwyer
Murray P Jordan
Helen E Nash
(a) Mr Murray was appointed as Chair of the Board on 27 August 2015.
(b) Mr Allaway was appointed as Chair of the Audit, Risk & Compliance Committee on 31 August 2016.
(c) Ms Balfour was appointed as Chair of the People & Culture Committee on 16 October 2014.
29 Apr 2015
27 Feb 2013
27 Feb 2013
26 March 2018
24 Jun 2014
23 Feb 2016
23 Oct 2015
2
2
2
-
2
2
2
-
-
-
-
-
-
-
5
2
3
5
5
1
5
5
5
5
1
4
5
6
6
6
2
1
2
-
2
2
2
From time to time, additional Board committees are established and meetings of those committees are held throughout the year,
for example, to consider material transactions, or to consider material issues that may arise. In addition, the Board holds regular
update calls between Board meetings with the Group CEO to stay abreast of current matters. These committee meetings and
update calls are not included in the above table.
In addition, the Group holds a strategy session each year. In FY18, this strategy session was held in October 2017. All Board members
in office at that time attended the FY18 strategy session.
Metcash Group | Financial Report FY18
10
Metcash Group | Financial Report FY18
11
36 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
Long term incentive schemes
Other than the IHG Integration Plan noted below, no grants under the Group’s existing LTI plans vested in FY18.
The IHG Integration Incentive available to Mr Laidlaw is a cash-settled LTI. The results delivered were at a maximum level, resulting
in 67% of the incentive being awarded. A deferred component representing 33% of the award is subject to a Hardware EBIT
(including synergies realisation) performance hurdle in FY19.
In line with the outlined pay mix weighting changes of LTI in total reward, additional performance rights were granted to KMP. The
performance hurdles for these grants are in line with last year: Relative Total Shareholder Return and Underlying Earnings Per Share
Compound Annual Growth Hurdles, over a three-year period.
The LTIs granted to the former Group CEO and the Group CFO in FY15 were cancelled at their request as these rights were unlikely to
vest.
The Board notes that the LTI schemes align the long term interests of our people with our shareholders. Subsequent to year-end,
the impact of Metcash’s announcement regarding Drakes and the decline in share price has resulted in a reduction in the likelihood
of current Metcash LTI schemes vesting.
Non-executive Director remuneration
As foreshadowed in last year’s Report a full benchmarking of director fees by Aon Hewitt was completed resulting in modest
increases.
Commencing in FY19 a minimum shareholding policy for Non-executive Directors and the Group CEO will be implemented.
I believe our remuneration framework and outcomes for the year deliver a balanced and fair outcome for all stakeholders.
I thank you for your ongoing support and trust you find this Report informative.
Fiona Balfour
Chair, People and Culture Committee
Directors’ Report (continued)
Directors’ report (continued)
For the year ended 30 April 2017
For the year ended 30 April 2018
Remuneration report
Message from the Chair of the People and Culture Committee
Dear Shareholder,
On behalf of the Board I am pleased to present our Remuneration Report for the financial year ended 30 April 2018. We believe the
outcomes for the year are a fair reflection of the performance of Metcash, our businesses and key individuals.
Our framework
Executive pay comprises Fixed Pay, Short-Term Incentive (‘STI’) and Long-Term Incentive (‘LTI’) components and is designed to
ensure that executives have a significant proportion of remuneration at risk, which is payable on the delivery of positive outcomes
for shareholders. All components of executive reward are benchmarked by independent external remuneration specialists, Aon
Hewitt, against a peer group of companies reflecting a similar industry, revenue, asset level and market capitalisation.
We are now in the final year of our five-year pay mix transition which has seen a progressive increase in executive ‘at risk’ pay as a
component of on-target total reward. Changes in FY18 included a further reduction of STI as a proportion of Total Reward to 29%
(FY17: 34%) and an increase in LTI to 23% (FY17: 17%). Our executives now have most of their on-target remuneration ‘at risk’, and
this is directly linked to performance outcomes including Metcash share price.
This year also included the introduction of behaviours as a modifier for determining STI outcomes. One policy change was made to
transition the performance hurdle for the Group STI pool from Group net profit after tax (‘NPAT’) to Group earnings before interest
and tax (‘EBIT’) to more closely align Group and Pillar financial outcomes.
I’m delighted to share that we have made a significant improvement in gender pay parity over the last 12 months. In our recent
submission to the Workplace Gender Equality Agency we have reduced our overall pay gap to less than 2%.
FY18 performance
Our markets continued to be highly competitive, particularly in Supermarkets where the high level of promotional activity and
deflation continued throughout the year. Despite this, Group EBIT increased 9.2% from $304.8 million to $332.7 million, and
underlying Group NPAT grew 10.7% to $215.6 million, with the benefit from the HTH acquisition driving significant growth. This is
reflected in an 8.9% increase in underlying earnings per share to 22.1 cents.
Cash generation was strong and the Group moved from a net debt position of $80.8 million at the end of FY17 to a net cash position
of $42.8 million at the end of FY18.
From a shareholder perspective, net dividends for the year increased by 8.5 cents to 13.0 cents per share.
Subsequent to year-end, Metcash announced that the Drakes Supermarkets group (Drakes) had advised that it will not be making a
commitment to have its supermarkets in South Australia supplied from Metcash’s proposed new distribution centre (DC). Drakes
later confirmed that they intend to supply these stores out of their own new DC that is currently under development. As set out in
note 3 of the financial report, the Group recognised a total impairment expense of $352.1 million, which was predominantly related
to goodwill and other net assets and is non-cash in nature.
Taking into account the impairment, the Board applied its discretion to the KMP STI payments which have been paid at an average
of 47% of maximum.
Remuneration outcomes
Fixed remuneration
The only changes to KMP fixed remuneration were as a result of role change. Mr Laidlaw’s pay was adjusted to reflect the increased
size of his role post acquisition of HTH; and an increase was awarded to Mr Marshall on his appointment to the larger CEO role in
Supermarkets & Convenience in mid-March.
As part of the Aon Hewitt pay benchmarking review, it was noted executive pay has continued to increase across our peer group. To
remain aligned to the market, some increases may be required in FY19 for KMP. The Board will take this into consideration when it
next reviews KMP remuneration.
Short term incentives
STI outcomes for KMP are based on pool and balanced scorecard outcomes and ranged from 0% to 81.0% of maximum reflecting
operational performance and reduced for the impairment detailed above.
The STI payment to Mr Ian Morrice (former Group CEO) was 48.1% of maximum, and the payment to Mr Jeff Adams was 44.4% of
maximum.
Metcash Group | Financial Report FY18
12
Metcash Group | Financial Report FY18
13
38 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
Contents of Report
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Overview of the Remuneration Report
Remuneration governance
Executive remuneration policy
FY18 performance and remuneration outcomes
KMP service agreements
Non-executive Director remuneration
Statutory disclosures
1.
Overview of the Remuneration Report
The Directors present the Remuneration Report for the Company and its controlled entities (the ‘Group’) for the year ended 30 April
2018 (‘FY18’). This report forms part of the Directors’ Report and has been audited in accordance with section 308(3C) of the
Corporations Act 2001 and Australian Accounting Standards.
The report sets out the remuneration arrangements for the Group’s Key Management Personnel (‘KMP’), comprising its
Non-executive Directors, Group Chief Executive Officer (‘Group CEO’) and Group Executives of Metcash, who together have the
authority and responsibility for planning, directing and controlling the activities of the Group.
The KMP in FY18 are listed below.
Name
Position
Non-executive Directors
Robert Murray
Patrick Allaway
Fiona Balfour
Anne Brennan
Tonianne Dwyer
Murray Jordan
Helen Nash
Chair
Director
Director
Director
Director
Director
Director
Term as KMP in FY18
Full year
Full year
Full year
Commenced 26 March 2018
Full year
Full year
Full year
Executive Directors
Jeff Adams
Ian Morrice
Group Executives
Brad Soller
Scott Marshall
Steven Cain
Mark Laidlaw
Group Chief Executive Officer (‘Group CEO’)
Group Chief Executive Officer (‘Group CEO’)
Commenced 5 December 2017
1 May 2017 to 5 December 2017
Group Chief Financial Officer (‘CFO’)
Chief Executive Officer, Supermarkets and Convenience
Chief Executive Officer, Australian Liquor Marketers (‘ALM’)
Chief Executive Officer, Supermarkets and Convenience
Chief Executive Officer, Independent Hardware Group (‘IHG’)
Full year
Commenced 16 March 2018
1 May 2017 to 15 March 2018
1 May 2017 to 15 March 2018
Full year
Directors’ report (continued)
For the year ended 30 April 2018
2.
Remuneration governance
The People & Culture Committee (‘Committee’) is the key governing body in respect of remuneration matters. In addition to
Non-executive Director and Executive remuneration, the Committee oversees major people-related programs such as culture,
diversity and inclusion.
The Committee makes recommendations to the Board based on its review of proposals received from management. The Committee
may also commission external advisers to provide information and/or recommendations on remuneration. If recommendations are
sought in respect of KMP remuneration, interaction with external advisers is governed by protocol, which ensures the Committee
can obtain independent advice. The Committee Chair appoints and engages directly with external advisers on KMP remuneration
matters. Further, remuneration recommendations obtained from external advisers are used as a guide, rather than as a substitute
for the Committee’s thorough consideration of the relevant matters. The Committee considers the recommendations, along with
other relevant factors, in making remuneration decisions.
Both the Committee and the Board are satisfied that the existing protocols ensure that remuneration recommendations obtained
from external advisers are free from undue influence from the KMP to whom the remuneration recommendations apply.
Aon Hewitt was engaged in FY18 to provide recommendations in relation to the FY19 KMP remuneration. Services provided by Aon
Hewitt included benchmarking market remuneration levels, including short-term (STI) and long-term incentives (LTI). Total fees of
$42,240 (FY17: $37,079) were paid for these services.
In addition to remuneration recommendations, Aon Hewitt provided certain other people-related services during the year. Total
fees of $143,090 are either paid or payable for these services.
3.
Executive remuneration policy
3.1. Overview
The overarching objectives of Metcash’s executive remuneration policy are for remuneration to be:
•
•
•
commensurate with the Group’s long-term performance reflected in metrics that drive shareholder value;
at the level necessary to attract and retain the leadership and capability required by the Group; and
commensurate with the Group’s current-year performance and the executive’s contribution to it.
As outlined in the FY17 Financial Report, the Group commenced a journey starting in FY15 to implement a market-aligned
remuneration structure. With effect from FY19, these objectives have been achieved through the implementation of the following
principles:
•
•
•
•
total remuneration was initially weighted towards STI over LTI to instil a greater focus on short term execution;
STI plans now incorporate moderators for individual Balanced Scorecard and participant behaviour outcomes;
LTI weighting has been progressively increased and STI weighting decreased; and
these changes resulted in the design of the remuneration framework being market-aligned from FY19.
The steps that have and will be taken to align Metcash’s remuneration framework are summarised in the table below.
FY15
FY16
FY17
FY18
FY19
Marke t-al igned des ign
Financial pe rformance
and trans formati on
progres s
Stretch ta rgets introduced
to drive improved profit
outcomes
STI pool funded through
compa ny financia l
pe rformance and paid on
participants Bala nce d
Score card performa nce
Increas ed wei ghting i n
total remuneration mix
Participant beha vi ours
i ntroduced into STI
de terminati on
Reduce d weighti ng in
tota l remunera tion mix
Ma rket -a ligned des ign
and we ighti ng
For the remainder of this report, the Group CEO and Group Executives are referred to as the Key Management Personnel.
I
T
S
Financia l performa nce
I
T
L
FY14 - FY16 gra nts
cons oli date d into one
thre e ye ar grant
(Trans formati on incentive )
No ne w grants
Cove red by Transforma tion
Incentive
Market-ali gned de si gn
TSR and earnings hurdles
Increa s ed weighting in
tota l remunera tion mix
Market-a ligned des ign
and wei ghting
Lower we ighting i n total
remunera tion mix
Res umption of annual
gra nt program
Metcash Group | Financial Report FY18
14
Metcash Group | Financial Report FY18
15
40 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
3.2. Remuneration components
3.2.1. Fixed remuneration
Fixed remuneration at Metcash is referred to as Total Employment Cost (‘TEC’). TEC comprises salary, statutory superannuation and
salary sacrifice items such as motor vehicle lease and additional superannuation contributions.
TEC levels are set according to the nature and scope of the executive’s role as well as his/her performance and experience. Metcash
benchmarks its executive remuneration with reference to ASX-listed and unlisted companies of a comparable size and complexity at
the median percentile level.
The Committee recommends changes to KMP remuneration each year, taking into consideration market trends, the executive’s job
size and the executive’s performance. Changes to KMP remuneration are endorsed by the Committee and recommended to the
Board for approval.
Mr Laidlaw and Mr Marshall received increases in fixed remuneration during the year. The increase in TEC of Mr Laidlaw was
required to ensure that his fixed remuneration of $750,000 was in line with market benchmarks following the acquisition of Home
Timber & Hardware, while the increase in TEC of Mr Marshall to $850,000 effective 16 March 2018 was a result of his appointment as
CEO Supermarkets & Convenience.
3.2.2. Short Term Incentives
The Group’s STI plan is an at-risk, cash-based component of total remuneration. Its purpose is to incentivise senior executives to
deliver annual performance outcomes aligned to shareholder interests.
In FY18, the performance hurdle for the Group STI pool was changed from underlying Group NPAT to underlying Group EBIT to more
closely align Group and Pillar financial outcomes. The Group and Pillar STI pool outcomes are now both determined with reference
to pre-determined underlying Group and Pillar EBIT performance measures. Once determined, the STI pool is distributed across
individual participants based on their relative individual Balanced Scorecard performance outcomes and moderated for individual
participant behaviour outcomes.
STI pools are only released for distribution when a threshold Group or Pillar EBIT budget, as applicable, is achieved. The Board may
also exercise its discretion to adjust the pool to reflect the performance of the Group or a specific Pillar.
Achievement of a ‘Minimum’ 95% of budgeted Group or Pillar EBIT releases 50% of the respective STI pools. Achievement of
budgeted or ‘Target’ financial performance releases 100% of an STI pool. Over-achievement of the budgeted financial performance
is capped at 150% of an STI pool.
The Group CEO and Group CFO participate in the Group STI pool. The pillar CEOs participate in their respective Pillar STI pool (75%
weighting) and the Group STI pool (25% weighting).
Once an STI pool is released for distribution, a participant’s individual STI award is determined based on individual Balanced
Scorecard and behavioural outcomes. Individual Balanced Scorecard performance outcomes act as a multiplier against the base
STI pool result and behavioural outcomes as a moderator. Individual performance below Threshold results in no STI award.
Individual results are also adjusted so that the collective individual participants’ results are distributed in a manner consistent with
a normal distribution curve and also such that the aggregate STI payments across the pool do not exceed the STI pool amount.
For KMP, financial objectives represent between 40% and 70% weighting in their Balanced Scorecards.
Role-specific non-financial measures included in the Balanced Scorecards reflect KMP’s key strategic objectives and include
increases in retailer sales, improvements in retailer and supplier satisfaction, delivery of store refresh targets, improvements in
safety, delivery of specific projects, and team culture change and engagement goals.
Directors’ report (continued)
For the year ended 30 April 2018
The STI Balanced Scorecard performance measures for KMP are summarised below:
Balanced Scorecard - key result
area
Measure
Group CEO
Other KMP
Financial objectives – weighting
Our Financials
Group revenue and Group NPAT
70%
60%-40%
Pillar revenue and EBIT
Return on funds employed (‘ROFE’)
Non-financial objectives – weighting
Our Partners
Our People
Our Business
Network growth, supplier and retailer
satisfaction
Culture, engagement and safety
Business improvements
30%
40%-60%
The STI opportunities as a percentage of TEC for KMP are outlined below, along with the actual FY18 STI awards as a percentage of
the maximum STI opportunity:
Position
KMPs employed as at 30 April 2018
J Adams, Group CEO1
B Soller, Group CFO
S Marshall, CEO Supermarkets and Convenience2
M Laidlaw, CEO IHG
KMPs resigned/retired as at 30 April 2018
I Morrice, Group CEO3
S Cain, CEO Supermarkets and Convenience4
Below
threshold
% of TEC
Threshold
% of TEC
Target
% of TEC
Maximum
% of TEC
FY18 actual
% of
maximum
STI
0%
0%
0%
0%
0%
0%
16.7%
15.0%
15.0%
15.0%
25.0%
12.5%
66.7%
60.0%
60.0%
60.0%
150.0%
135.0%
135.0%
135.0%
44.4%
73.3%
49.7%
81.0%
100.0%
150.0%
48.1%
50.0%
112.5%
-
1 Mr Adams commenced employment on 4 September 2017 and was appointed as Executive Director and Group CEO on 5 December 2017.
2 Mr Marshall’s STI was based on the full year performance of ALM. There is no STI reward for Mr Marshall’s term as CEO Supermarkets and
Convenience from 16 March 2018 to 30 April 2018.
3 Mr Morrice was Group CEO from 1 May 2017 to 5 December 2017 and ceased employment on 23 June 2018.
4 Mr Cain resigned as CEO Supermarkets and Convenience effective 15 March 2018 and will cease employment on 14 September 2018. The Board
applied its discretion and cancelled his STI reward.
Taking into account the impairment of goodwill and other net assets detailed in note 3 of the financial statements, the Board has
applied its discretion to the KMP STI payments which have been paid at an average of 47% of maximum.
KMP STI rewards are subject to clawback for cause or material misstatement of the Group’s financial statements.
In order for an individual participant to achieve the maximum performance outcome, all of the following results must be delivered:
•
•
•
Maximum achievement against Group or Pillar EBIT financial performance hurdles, as applicable (‘STI pool’);
Maximum achievement against all financial and non-financial measures contained in the individual’s Balanced Scorecard
(individual distribution); and
Meeting or exceeding Metcash’s individual behaviours framework.
Metcash Group | Financial Report FY18
16
Metcash Group | Financial Report FY18
17
42 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
3.2.3. Long Term Incentives
The Group had three active LTI plans in operation at the end of FY18.
Current year LTI grant:
•
FY18–FY20 LTI – this grant was issued to KMP during FY18 and is subject to two performance conditions: Relative Total
Shareholder Return (‘RTSR’) and Underlying Earnings per Share Compound Annual Growth Rate (‘UEPS CAGR’) over a three-
year period from 1 May 2017 to 30 April 2020.
Prior period LTI grants:
•
•
FY17–FY19 LTI – this grant was issued to KMP during FY17 and is subject to two performance conditions: RTSR and UEPS CAGR
over a three-year period from 1 May 2016 to 30 April 2019; and
IHG Integration Incentive grant – issued to Mr Laidlaw during FY17, which is a cash-settled LTI. The plan is subject to three
performance conditions: achievement of a threshold FY18 IHG EBIT gate-opener, IHG integration synergies measured at 30
April 2018 and includes a deferred component representing 33% of the award that is dependent on FY19 IHG EBIT (including
synergies realisation) and which is deferred until July 2019.
Further detail regarding each of the above LTI schemes is set out below.
Other than the IHG Integration Plan, no grants issued under any of the Group’s LTI plans vested in FY18.
The Additional Transformation Incentive (‘ATI’) was granted to the former Group CEO and the Group CFO in FY15. Given no
likelihood of vesting, the participants voluntarily requested that the Board cancel the plan, which was accepted by the Board. This
resulted in the plan being cancelled and the acceleration of the remaining accounting expense in FY18.
The Board applied its discretion not to keep the CEO Supermarkets & Convenience Commencement Grant issued in FY16 to Mr Cain
on foot upon Mr Cain’s resignation. The plan included a service component and a performance component based on the earnings of
the Supermarkets business over a four-year period from 1 May 2016 to 30 April 2020. Accordingly, this forfeiture resulted in the
reversal of the expense recognised for the years FY16 and FY17 of $659,351 in FY18.
FY17–FY19 and FY18-FY20 LTIs
The FY17-FY19 and FY18-FY20 LTIs are designed to enable Metcash to attract and retain key executives, whilst incentivising these
executives to achieve challenging Total Shareholder Return (‘TSR’) and earnings hurdles aligned to shareholder value. The FY17-
FY19 and FY18-FY20 LTIs reflect the re-introduction of annual grants under the Metcash LTI scheme.
The FY17-FY19 and FY18-FY20 LTIs are Performance Rights grants (the right to acquire Metcash shares at no cost, subject to the
satisfaction of performance and service conditions) and are subject to two equally weighted performance hurdles.
Relative Total Shareholder Returns (‘RTSR’)
RTSR is measured against a group of selected peers, being consumer staples companies in the ASX 300 as at the beginning of the LTI
plan period on 1 May. The TSR of those peer companies is multiplied against an index weighting. The sum of the weighted TSRs
(‘Index TSR’) is the score against which Metcash’s TSR is compared.
The rights vest against this hurdle as follows:
Relative Total Shareholder Return
Vesting %
Less than Index TSR
Equal to Index TSR
0%
50%
Between Index TSR and Index TSR + 10%
Straight-line pro-rata
Index TSR + 10% or above
100%
Full vesting will only occur if Metcash’s RTSR is equal to or above 10% higher than the peer companies over the performance period.
Directors’ report (continued)
For the year ended 30 April 2018
Metcash Underlying Earnings per Share Compound Annual Growth Rate (‘UEPS CAGR’)
FY17–FY19 LTI
UEPS CAGR
Threshold or less
Vesting %
0%
Between threshold and target
Straight-line pro-rata
Equal to target
50%
Between target and stretch
Straight-line pro-rata
Equal to stretch
67%
Between stretch and maximum
Straight-line pro-rata
Equal to or above maximum
100%
FY18–FY20 LTI
UEPS CAGR
Threshold or less
Equal to threshold
Vesting %
0%
50%
Between threshold and target
Straight-line pro-rata
Equal to target
Between target and maximum
Equal to or above maximum
75%
Straight-line pro-rata
100%
Full vesting under each grant will only occur if Metcash achieves an UEPS CAGR of greater than 6.5% over the grants’ respective
three-year performance period.
LTI Grant
The following FY18-FY20 LTI grant was made to KMP during FY18:
Participant
Grant date
Hurdle
Vesting date
No. of rights
Fair value
per right
Grant
entitlement4
(% of TEC)
KMPs employed at 30 April 2018
J Adams1
4 September 2017 UEPS CAGR
B Soller
14 July 2017
S Marshall
14 July 2017
M Laidlaw
14 July 2017
RTSR
UEPS CAGR
RTSR
UEPS CAGR
RTSR
UEPS CAGR
RTSR
KMPs resigned/retired as at 30 April 2018
I Morrice2
30 August 2017
UEPS CAGR
RTSR
S Cain3
14 July 2017
UEPS CAGR
RTSR
15 August 2020
15 August 2020
15 August 2020
15 August 2020
15 August 2020
15 August 2020
15 August 2020
15 August 2020
233,902
233,902
93,612
93,612
79,846
79,846
77,464
77,464
15 August 2020
15 August 2020
15 August 2020
15 August 2020
92,491
92,491
275,330
275,330
$2.57
$1.70
$2.28
$1.51
$2.28
$1.51
$2.28
$1.51
$2.57
$1.70
$2.28
$1.51
67%
50%
50%
47%
61%
100%
1 Mr Adams’ FY18-FY20 LTI performance rights were pro-rated from the date of Mr Adams’ employment on 4 September 2017. The performance rights
grant was approved by shareholders at the AGM in August 2017.
2 Mr Morrice’s FY18-FY20 LTI performance rights were pro-rated to the date of Mr Morrice’s retirement on 23 June 2018. The performance rights grant
was approved by shareholders at the AGM in August 2017 and remains on foot subject to all performance conditions which will be tested in FY20.
3 Mr Cain’s LTI grant was as stipulated in his employment contract. Mr Cain resigned as CEO Supermarkets and Convenience effective 15 March 2018
and will cease employment on 14 September 2018. The Board applied its discretion not to keep his LTI on foot and as a consequence it has been
forfeited.
4 The grant entitlement is expressed as a percentage of the face value of performance rights issued divided by the participants’ TEC at grant date,
prior to any applicable pro-rata impact from part year service.
Metcash Group | Financial Report FY18
18
Metcash Group | Financial Report FY18
19
44 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
The following FY17-FY19 LTI grants were made to KMP in FY17:
Participant
Grant date
Hurdle
Vesting date
No. of rights
Fair value
per right
Grant
% of TEC
KMPs employed at 30 April 2018
B Soller
1 July 2016
S Marshall
1 July 2016
M Laidlaw
1 July 2016
UEPS CAGR
RTSR
UEPS CAGR
RTSR
UEPS CAGR
RTSR
15 August 2019
15 August 2019
15 August 2019
15 August 2019
15 August 2019
15 August 2019
92,969
92,969
79,297
79,297
76,932
76,932
KMPs resigned/retired as at 30 April 2018
I Morrice1
31 August 2016
UEPS CAGR
RTSR
S Cain2
1 July 2016
UEPS CAGR
RTSR
15 August 2019
15 August 2019
15 August 2019
15 August 2019
343,750
343,750
390,625
390,625
$1.84
$1.24
$1.84
$1.24
$1.84
$1.24
$2.03
$1.37
$1.84
$1.24
35%
35%
35%
61%
100%
1 In FY17, Mr Morrice was issued 687,500 performance rights in relation to the FY17-FY19 LTI grant. Upon his retirement on 23 June 2018, Mr Morrice
retained 492,250 FY17-FY19 LTI performance rights, which remain on foot subject to existing performance hurdles and timeframes. The number of
performance rights retained was determined on a pro-rata basis up to the date of retirement on 23 June 2018. The balance of 195,250 performance
rights were forfeited.
2 Mr Cain’s LTI grant was as stipulated in his employment contract. Mr Cain resigned as CEO Supermarkets and Convenience effective 15 March 2018
and will cease employment on 14 September 2018. The Board applied its discretion not to keep his LTI on foot and as a consequence it has been
forfeited.
FY18 Outcomes
•
FY17-FY19 LTI grant
The RTSR component is performing at the upper end of the vesting scale, when measured at the end of the financial year using
a volume weighted average price of $3.26 per share. In FY18, the Group provided for the UEPS CAGR component based on
maximum performance. Subsequent to year-end, the decline in share price has resulted in a reduction in the likelihood of the
RTSR component vesting.
•
FY18-FY20 LTI grant
The RTSR component is performing at the upper end of the vesting scale, when measured at the end of the financial year using
a volume weighted average price of $3.26 per share. In FY18, the Group provided for the UEPS CAGR component based on
maximum performance. Subsequent to year-end, the decline in share price has resulted in a reduction in the likelihood of the
RTSR component vesting.
Performance rights that do not vest are forfeited and there is no re-testing. Except for the cancellation of the ATI and the forfeiture
of Mr Cain’s performance rights, no rights vested nor were any forfeited in FY18.
IHG Integration Incentive
The IHG Integration Incentive is a cash-settled scheme designed to incentivise key members of the IHG executive team to realise
significant stretch synergies on formation of the Independent Hardware Group (‘IHG’). The incentive is subject to two
“gate-openers”, being a minimum EBIT target and the achievement of a minimum level of operating synergies, which was aligned to
the integration strategy approved by the Board at the time of the acquisition. IHG was formed when Metcash’s existing Hardware
operations were merged with the Home Timber & Hardware Group (‘HTH’), which was acquired on 2 October 2016.
The incentive is subject to three performance hurdles. Two of the performance hurdles relate to the 67% component payable in
relation to FY18. The other performance hurdle relates to the 33% deferred component payable in relation to FY19. These are
explained in more detail below.
Performance Hurdles
1) Hurdle - FY18 IHG EBIT
As a minimum, FY18 IHG EBIT must exceed the amount included in the IHG integration strategy approved by the Board at the time of
the HTH acquisition. Failure to achieve this gate-opener hurdle results in nil overall vesting regardless of the IHG integration
synergies hurdle performance.
Directors’ report (continued)
For the year ended 30 April 2018
2) Hurdle - IHG integration synergies realised by 30 April 2018
The LTI vests against this hurdle as follows:
IHG integration synergies
Vesting %
Less than threshold
Equal to threshold
0%
33%
Between threshold and target
Straight-line pro-rata
Equal to target
67%
Between target and stretch
Straight-line pro-rata
Equal to stretch
83%
Between stretch and maximum
Straight-line pro-rata
Equal to or above maximum
100%
Maximum payment under the plan requires delivery of at least $34.1 million in synergies, measured based on the run-rate of gross
synergies achieved by 30 April 2018. Synergy outcomes below maximum will result in lower vesting levels.
Following testing against the above FY18 IHG EBIT and IHG Integration Synergies hurdles, 67% of the resulting incentive is payable
(i.e., 17% was paid on 15 July 2017 and 50% will be paid on 15 July 2018). The balance of 33% is deferred until July 2019 and is
subject to the FY19 EBIT hurdle noted below.
3) Hurdle - FY19 IHG EBIT
Vesting of the 33% deferred component is dependent on achieving specified FY19 IHG EBIT (including synergies realisation)
performance conditions.
LTI Grants
The following performance conditions relate to the IHG Integration Incentive grant made to Mr Laidlaw (CEO of IHG) on
14 March 2017:
Hurdles
Vesting date
Target cash
payment
$
Maximum cash
payment
$
IHG Synergies and FY18 IHG EBIT
FY19 IHG EBIT
15 July 2018
15 July 2019
471,263
232,114
706,894
348,172
FY18 Outcomes
IHG delivered an EBIT result that met the FY18 EBIT gate-opener performance hurdle. IHG also realised maximum IHG integration
synergies at 30 April 2018. The total incentive due to Mr Laidlaw for FY18 is $706,894 comprising an interim payment of $119,574
made in July 2017 (in line with realised synergies at that date) and with the balance of $587,320 payable on 15 July 2018.
The final payment due in July 2019 is subject to the FY19 EBIT (including synergies realisation) hurdle being achieved.
CEO Supermarkets and Convenience Commencement Grant (Legacy Scheme)
The grant was issued in FY16 to provide an incentive for Mr Cain to accept Metcash’s employment offer, retain his services for three
years from commencement of employment and to provide an incentive to successfully execute the Metcash Supermarkets business
turnaround. The grant was divided into two components; Sign-on and retention component and Performance component.
Mr Cain’s grant was forfeited following Mr Cain’s resignation as CEO Supermarkets and Convenience. Share-based payment
expenses of $659,351 recognised in FY16 and FY17 were reversed in FY18.
Metcash Group | Financial Report FY18
20
Metcash Group | Financial Report FY18
21
46 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
Additional Transformation Incentive (ATI, Legacy Scheme)
During FY15, the ATI was issued to provide an incentive to the former Group CEO and the current Group CFO to successfully execute
the Transformation Plan, recognising the impact of their roles on shareholder returns.
The ATI was a Performance Rights grant (the right to acquire Metcash shares at no cost, subject to the satisfaction of performance
and service conditions) and subject to RTSR and ROFE performance hurdles.
During FY18, the participants voluntarily requested that the Board cancel the plan, which was accepted by the Board. This resulted
in the plan being cancelled and the acceleration of the remaining accounting expense in FY18.
3.2.4. Total remuneration mix
The chart below outlines the FY18 remuneration mix for total remuneration for KMP. Each remuneration component is shown as a
percentage of total remuneration measured at Target and for Maximum earnings opportunity. LTI values have been measured at
grant date, based on the face value of incentives granted in FY18.
The KMP (excluding new Group CEO) remuneration mix transition will be completed in FY19 with Fixed Pay (TEC) and STI reducing
and long term ‘at risk’ pay increasing as a proportion of total remuneration. KMP (excluding new Group CEO) remuneration for FY19
will be 45% Fixed Pay (TEC); 23% STI and 32% LTI.
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
KMPs employed as at 30 April 2018
s
m
a
d
A
J
l
l
a
h
s
r
a
M
S
r
e
l
l
o
S
B
l
w
a
d
a
L
i
M
Target
Maximum
Target
Maximum
Target
Maximum
Target
Maximum
43%
32%
48%
48%
48%
36%
35%
35%
28%
21%
24%
17%
23%
18%
23%
17%
KMPs resigned/retired as at 30 April 2018
20%
10%
0%
30%
40%
TEC
STI
50%
LTI
60%
70%
80%
90%
100%
e
c
i
r
r
o
M
I
i
n
a
C
S
Target
Maximum
Target
Maximum
38%
40%
32%
32%
24%
20%
40%
32%
TEC
STI
LTI
Directors’ report (continued)
For the year ended 30 April 2018
4.
FY18 performance and remuneration outcomes
4.1. Group performance and at-risk remuneration outcomes FY14-FY18
The charts below show Metcash financial performance and percentage of maximum STI paid to KMP in the five-year period ended
30 April 2018. During FY18, STI payments to KMP averaged 47.0% of maximum.
Earnings per Share
Share Price
40
20
-
(20)
(40)
(60)
300
200
100
-
(100)
(200)
(300)
(400)
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
4.00
3.50
3.00
2.50
2.00
1.50
1.00
0.50
-
FY14
FY15
FY16
FY17
FY18
FY14
FY15
FY16
FY17
FY18
Underlying EPS (cps)
Statutory EPS (cps)
% Maximum STI paid
Closing Share Price ($)
% Maximum STI paid
Net Profit
Return on Funds Employed (ROFE)1
100%
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
80%
60%
40%
20%
0%
FY14
FY15
FY16
FY17
FY18
Underlying NPAT ($m)
Statutory NPAT ($m)
% Maximum STI paid
FY14
FY15
FY16
FY17
FY18
ROFE (%)
% Maximum STI paid
100%
80%
60%
40%
20%
0%
100%
80%
60%
40%
20%
0%
(1) ROFE is calculated based on an average of opening and closing funds employed. Excluding the significant items impairment of
goodwill and other net assets, FY18 ROFE is 20.5%.
Other Group performance metrics during this period were as follows.
Financial year
FY14
FY15
FY16
FY17
FY18
Revenue ($b)
Gearing ratio (net hedged) (%)
Dividends declared per share (cents)
13.0
32.5%
18.5
13.2
36.6%
6.5
13.4
16.8%
-
14.1
4.7%
4.5
14.5
(3.2)%
13.0
STI payments in FY14 and FY15 were low as Food & Grocery did not meet its sales and EBIT targets resulting in nil payments for
participants, whereas FY16 STI reflected improved profitability levels and an increase in share price during the year. In FY17, the
Food & Grocery pillar performed below threshold level, the Liquor pillar performed at target level and the Hardware pillar delivered
earnings in excess of target.
In FY18, Hardware and Corporate delivered EBIT results at or above the maximum hurdle. The Liquor pillar performed at target level
and the Food & Grocery pillar performed between threshold and target. Taking into account the impairment of goodwill and other
net assets detailed in note 3 of the financial statements, the Board has applied its discretion to the KMP STI payments which have
been paid at an average of 47% of maximum.
There was no vesting of performance rights under any LTI program during this five year period.
Metcash Group | Financial Report FY18
22
Metcash Group | Financial Report FY18
23
48 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
4.2. Actual FY18 KMP remuneration
Directors’ report (continued)
For the year ended 30 April 2018
5.
KMP service agreements
The table below reflects actual cash payments made or due to KMP in respect of performance during FY18. The table does not
comply with IFRS requirements. The required statutory disclosures are shown in section 7 of this report:
Name
Agreement Term
Executive
Notice
Metcash
Notice
Redundancy
KMP
Total Employment
Cost
$
KMPs employed as at 30 April 2018
J Adams2
B Soller
S Marshall
M Laidlaw
724,932
850,000
740,669
742,226
KMPs resigned/retired as at 30 April 2018
I Morrice3
1,075,068
STI 1
$
494,118
841,500
486,850
820,000
LTI
$
-
-
-
587,320
Total
$
1,219,050
1,691,500
1,227,519
2,149,546
776,438
-
1,851,506
S Cain4
1 Cash incentive payable relating to FY18 performance under the Company’s STI scheme, as set out in table 4.3.
2 Mr Adams commenced employment on 4 September 2017 and was appointed as Executive Director and Group CEO on 5 December 2017, with
1,092,985
1,092,985
-
-
fixed remuneration set at $1,800,000 per annum. The amount disclosed above reflects Mr Adams’ total fixed remuneration and actual STI award
for the period from 5 December 2017 to 30 April 2018 as KMP. In addition, Mr Adams received total fixed remuneration of $467,925 and actual
STI award of $305,882 as non-KMP for the period from 4 September 2017 to 4 December 2017. Metcash also reimbursed Mr Adams $68,342 of
relocation costs.
3 Mr Morrice was Group CEO from 1 May 2017 to 5 December 2017 and ceased employment on 23 June 2018. The amount disclosed above reflects
Mr Morrice’s total fixed remuneration and actual STI award for the period from 1 May 2017 to 5 December 2017 as KMP. In addition, Mr Morrice
received total fixed remuneration of $724,932 and actual STI award of $523,562 as non-KMP for the period from 6 December 2017 to 30 April
2018.
4 Mr Cain resigned as CEO Supermarkets and Convenience effective 15 March 2018 and will cease employment on 14 September 2018. The
amount disclosed above reflects Mr Cain’s total fixed remuneration from 1 May 2017 to 15 March 2018 as KMP. In addition, Mr Cain will receive
total fixed remuneration of $692,797 as non-KMP for the period from 16 March 2018 to 14 September 2018. The terms of Mr Cain’s employment
prohibit him from accepting employment at a competitor company for six months following his resignation on 15 March 2018.
4.3. FY18 STI outcomes
KMP
Target
Potential STI
$
Maximum
Potential STI
$
STI awarded
% of Maximum
STI awarded
$
Maximum STI
forfeited
$
KMPs employed as at 30 April 2018
J Adams1
494,118
510,000
B Soller
S Marshall2
435,000
450,000
M Laidlaw
1,111,765
1,147,500
978,750
1,012,500
44.4%
73.3%
49.7%
81.0%
494,118
841,500
486,850
820,000
617,647
306,000
491,900
192,500
1,075,068
625,000
KMPs resigned/retired as at 30 April 2018
I Morrice3
836,164
S Cain4
1,406,250
1 Mr Adams commenced employment on 4 September 2017 and was appointed as Executive Director and Group CEO on 5 December 2017. The
amount disclosed above reflects Mr Adams’ target and maximum potential STI for the period from 5 December 2017 to 30 April 2018 as KMP.
Mr Adams’ target and maximum potential STI are $305,882 and $688,235, respectively, during the non-KMP period between 4 September 2017
and 4 December 2017. The STI awarded to Mr Adams and maximum STI forfeited for the non-KMP period is $305,882 and $382,353,
respectively.
1,612,603
1,406,250
776,438
-
48.1%
-
2 Mr Marshall’s STI was based on the full year performance of ALM. There is no STI reward for Mr Marshall’s term as CEO Supermarkets and
Convenience from 16 March 2018 to 30 April 2018.
3 Mr Morrice was Group CEO from 1 May 2017 to 5 December 2017 and ceased employment on 23 June 2018. The amount disclosed above
reflects Mr Morrice’s target and maximum potential STI as KMP. Mr Morrice’s target and maximum potential STI are $724,932 and $1,087,397,
respectively, during the non-KMP period between 6 December 2017 and 30 April 2018. The STI awarded to Mr Morrice and maximum STI
forfeited for the non-KMP period is $523,562 and $563,836, respectively.
4 Mr Cain resigned as CEO Supermarkets and Convenience effective 15 March 2018 and will cease employment on 14 September 2018. The
Board applied its discretion and cancelled his STI reward.
Taking into account the impairment of goodwill and other net assets detailed in note 3 of the financial statements, the Board has
applied its discretion to the KMP STI payments which have been paid at an average of 47% of maximum.
KMPs employed as at 30 April 2018
J Adams1
Four years (based on current
B Soller
S Marshall
M Laidlaw
457 visa limitations)
Ongoing unless notice given
Ongoing unless notice given
Ongoing unless notice given
12 months
12 months
12 months
3 months
12 months
3 months
6 months
12 months
9 months
6 months
12 months
Metcash Notice + 6 months
KMPs resigned/retired as at 30 April 2018
I Morrice2
S Cain3
1 Mr Adams commenced employment on 4 September 2017 and was appointed as Executive Director and Group CEO on 5 December 2017.
2 Mr Morrice was Group CEO from 1 May 2017 to 5 December 2017 and ceased employment on 23 June 2018.
3 Mr Cain resigned as CEO Supermarkets and Convenience effective 15 March 2018 and will cease employment on 14 September 2018.
Ongoing unless notice given
Ongoing unless notice given
12 months
12 months
12 months
12 months
6 months
6 months
In the event of cessation of employment, a KMP’s unvested performance rights will ordinarily lapse; however this is subject to Board
discretion which may be exercised in circumstances such as death and disability, retirement, redundancy or special circumstances.
In some circumstances surrounding termination of employment, the Group may require individuals to enter into non-compete
arrangements with the Group. These arrangements may require a payment to the individual.
6.
Non-executive Director remuneration
6.1. Policy
The objectives of Metcash’s policy regarding Non-executive Director fees are:
•
•
to preserve the independence of Non-executive Directors by not including any performance-related element; and
to be market competitive with regard to Non-executive Director fees in comparable ASX-listed companies and to the time and
professional commitment in discharging the responsibilities of the role.
To align individual interests with shareholders’ interests, Non-executive Directors are encouraged to hold Metcash shares. Non-
executive Directors fund their own share purchases and must comply with Metcash’s share trading policy.
6.2. Structure of Non-executive Director remuneration
Non-executive Director remuneration is structured as follows:
•
•
•
•
•
all Non-executive Directors are paid a fixed annual fee;
the Board Chair is paid a fixed annual fee which is inclusive of all Board, Chair and Committee work;
except for the Board Chair, additional fees are paid to Non-executive Directors who chair or participate in Board Committees;
Non-executive Directors are not entitled to participate in the Group’s short or long-term incentive schemes; and
no additional benefits are paid to Non-executive Directors upon retirement from office.
6.3. Aggregate fee limit
Non-executive Director fees are limited to a maximum aggregate amount approved by shareholders. The current $1,600,000 limit
was approved in 2012.
The People & Culture Committee is responsible for reviewing and recommending Non-executive Director fees.
The Non-executive Director fees were increased in FY18 based on a full benchmarking process performed by AON Hewitt for FY18.
The FY18 fees are currently set at approximately 2% to 9% below the benchmarked market median.
Metcash Group | Financial Report FY18
24
Metcash Group | Financial Report FY18
25
50 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
6.4. Non-executive Director fee structure
Board
Chair
Non-executive Director
Committee
Audit, Risk & Compliance
Chair
Member
People & Culture
Chair
Member
Nomination
Chair
Member
1
FY18
$1
409,500
138,782
FY17
$1
390,000
129,703
33,159
14,916
33,159
14,916
-
-
31,580
12,970
31,580
12,970
-
-
Per annum fees as at the end of the financial year, including superannuation.
6.5. FY18 Non-executive Director remuneration
Name
R Murray
P Allaway
F Balfour
A Brennan
T Dwyer
M Jordan
H Nash
M Butler (retired)
N Hamilton (retired)
Total
Financial
Year
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
2018
2017
Fees
$
389,520
370,432
157,024
141,690
157,024
147,290
14,396
-
140,363
130,295
153,985
137,744
140,363
130,295
-
49,097
-
43,432
1,152,675
1,150,275
Post-employment
(Superannuation)
$
19,980
19,568
14,917
13,461
14,917
13,993
1,368
-
13,335
12,378
14,629
13,133
13,335
12,378
-
4,664
-
4,126
92,481
93,701
Total
$
409,500
390,000
171,941
155,151
171,941
161,283
15,764
-
153,698
142,673
168,614
150,877
153,698
142,673
-
53,761
-
47,558
1,245,156
1,243,976
Metcash Group | Financial Report FY18
26
52 | Metcash Annual Report 2018
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Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
7.2. KMP performance rights holdings
Name
Balance at 1
May 2017
Granted during
the year
Vested
during the
year
Cancelled,
forfeited or
lapsed
during the
year1
Balance at 30
April 2018
Balance at
report date2
KMPs employed as at 30 April 2018
J Adams
B Soller
S Marshall
M Laidlaw
-
356,758
158,594
153,864
KMPs resigned/retired as at 30 April 2018
I Morrice2
2,288,924
S Cain3
3,967,318
Total
6,925,458
1
467,804
187,224
159,692
154,928
184,982
550,660
1,705,290
-
-
-
-
-
-
-
-
(170,820)
-
-
467,804
373,162
318,286
308,792
467,804
373,162
318,286
308,792
(1,601,424)
(4,517,978)
(6,290,222)
872,482
-
2,340,526
677,232
-
2,145,276
As noted in section 3.2.3, the ATI grants made to Mr Morrice on 17 October 2014 and Mr Soller on 11 February 2015 were voluntarily
cancelled during the year.
As noted in section 3.2.3, Mr Morrice has retained 492,250 LTI FY17-19 performance rights which remain on foot subject to existing
performance hurdles and timeframes. The number of rights was determined on a pro-rata basis up to the date of Mr Morrice’s retirement on
23 June 2018. The balance of 195,250 performance rights were forfeited on 23 June 2018.
As noted in section 3.2.3, Mr Cain resigned as CEO Supermarkets and Convenience effective 15 March 2018 and will cease employment on 14
September 2018. The Board applied its discretion not to keep his LTI on foot and as a consequence it has been forfeited.
2
3
Directors’ report (continued)
For the year ended 30 April 2018
Minimum shareholding guidelines
8.
With effect from 1 May 2018, minimum shareholding guidelines will be implemented for all Directors, including the Group CEO.
Position
Chair
Directors
Group CEO
Value
1 x annual base fees
1 x annual base fees
1 x TEC
Time to
achieve
5 years
5 years
5 years
This concludes the Remuneration Report.
Balance at 1
May 2017
On market
trade
Other
adjustments1
Balance at 30
April 2018
Balance at
report date
7.3. KMP shareholdings
Name
Directors
R Murray
J Adams
P Allaway
F Balfour
A Brennan
T Dwyer
M Jordan
H Nash
I Morrice (retired)1
44,005
-
206,786
87,804
-
40,000
23,041
37,431
302,517
20,000
-
-
-
-
-
-
-
(302,517)
-
-
-
-
-
-
-
-
-
Executives
B Soller
S Cain1
M Laidlaw
S Marshall
Total
1
17,582
100,000
157,752
53,978
1,070,896
Reflecting changes in KMP composition following retirement or resignation.
-
-
-
-
(282,517)
-
(100,000)
-
-
(100,000)
64,005
-
206,786
87,804
-
40,000
23,041
37,431
-
17,582
-
157,752
53,978
688,379
64,005
-
206,786
87,804
-
40,000
23,041
37,431
-
17,582
-
157,752
53,978
481,593
Metcash Group | Financial Report FY18
28
Metcash Group | Financial Report FY18
29
54 | Metcash Annual Report 2018
Directors’ Report (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Directors’ report (continued)
For the year ended 30 April 2018
Other disclosures
Unissued shares under share options and performance rights
At the date of this report, there were 4,425,603 unissued ordinary shares under performance rights (4,660,076 at the reporting date).
There were no unissued ordinary shares under option at the reporting date or at the date of this report. Refer to note 19 of the
financial statements for further details of the performance rights.
Shares issued as a result of options and performance rights
No shares in the Company were issued to employees or executives during or since the end of the financial year in respect of the
exercise of options or performance rights.
Non-audit services
The following non-audit services were provided by the entity’s auditor, EY Australia. The Directors are satisfied that the provision of
non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The
nature and scope of each type of non-audit service provided means that auditor independence was not compromised.
The auditor’s independence declaration for the year ended 30 April 2018 has been received and is included on page 74.
100.
EY received or are due to receive the following amounts for the provision of non-audit services:
Tax compliance and advisory services
Other advisory services
Subsequent events
$472,000
$207,000
Other than matters disclosed in this report, there were no events that have occurred after the end of the financial year that would
materially affect the reported results or would require disclosure in this report.
Rounding
The amounts contained in this report and in the financial statements have been rounded to the nearest $100,000 (where rounding is
applicable) under the option available to the Company under ASIC Corporations Instrument 2016/191. The Company is an entity to
which the legislative instrument applies.
Signed in accordance with a resolution of the Directors.
Jeff Adams
Director
Sydney, 25 June 2018
Statement of comprehensive income
Statement of comprehensive income
For the year ended 30 April 2018
For the year ended 30 April 2018
Sales revenue
Cost of sales
Gross profit
Other income
Distribution costs
Administrative costs
Share of profit of equity-accounted investments
Significant items
Finance costs
(Loss)/profit before income tax
Income tax expense
Net (loss)/profit for the year
Net (loss)/profit for the year is attributable to:
Equity holders of the parent
Non-controlling interests
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year
Total comprehensive income/(loss) for the year is attributable to:
Equity holders of the parent
Non-controlling interests
Notes
FY18
$m
FY17
$m
14,463.7
(13,175.6)
1,288.1
14,121.9
(12,885.6)
1,236.3
3
7
3
3
4
101.2
(486.5)
(566.1)
0.6
(380.1)
(31.0)
(73.8)
(72.9)
(146.7)
(149.5)
2.8
(146.7)
0.9
0.9
(145.8)
(148.6)
2.8
(145.8)
104.4
(488.6)
(553.2)
9.7
(32.7)
(37.4)
238.5
(64.8)
173.7
171.9
1.8
173.7
1.2
1.2
174.9
173.1
1.8
174.9
(Loss)/earnings per share attributable to the ordinary equity holders of the Company
From net (loss)/profit for the year
- basic (loss)/earnings per share (cents)
- diluted (loss)/earnings per share (cents)
22
22
(15.3)
(15.3)
17.9
17.9
The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
Metcash Group | Financial Report FY18
30
Metcash Group | Financial Report FY18
31
56 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Directors’ Report (continued)For the year ended 30 April 2018
Statement of changes in equity
Statement of changes in equity
For the year ended 30 April 2018
For the year ended 30 April 2018
Contributed
and other
equity
$m
Retained
earnings/
(accumulated
losses)
$m
Other
reserves
$m
At 1 May 2017
Total comprehensive income/(loss)
1,719.3
-
(87.7)
(149.5)
Transactions with owners
Dividends paid
Capital reduction (a)
Share-based payments
Transfers
At 30 April 2018
At 1 May 2016
Total comprehensive income
Transactions with owners
Proceeds from equity raising (Note 13)
Dividends paid
Share-based payments
At 30 April 2017
-
(1,119.3)
-
-
600.0
1,626.0
-
93.3
-
-
1,719.3
(102.4)
1,119.3
-
0.9
780.6
(259.6)
171.9
-
-
-
(87.7)
(3.0)
0.9
-
-
2.3
(0.9)
(0.7)
(5.6)
1.2
-
-
1.4
(3.0)
Owners
of the
parent
$m
1,628.6
(148.6)
(102.4)
-
2.3
-
1,379.9
1,360.8
173.1
93.3
-
1.4
1,628.6
Non-
controlling
interests
$m
8.8
2.8
(2.9)
-
-
-
8.7
8.3
1.8
-
(1.3)
-
8.8
Total
equity
$m
1,637.4
(145.8)
(105.3)
-
2.3
-
1,388.6
1,369.1
174.9
93.3
(1.3)
1.4
1,637.4
(a) During the current financial year, Metcash Limited, the Parent Company of the Group, undertook a capital reduction to reduce its
share capital by $2,551.1 million to $600.0 million, in accordance with section 258F of the Corporations Act 2001. The reduction was
allocated in full to the accumulated losses account in the Parent Company with no impact on the net assets of either the Parent
Company or the Group. On consolidation, the share capital of the Group has been adjusted by $1,119.3 million to reflect the revised
share capital of the Parent Company. Refer note 20 for further information on the standalone financial statements of the Parent
Company.
Refer note 13 for details on equity and reserves.
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Statement of financial position
Statement of financial position
As at 30 April 2018
As at 30 April 2018
ASSETS
Current assets
Cash and cash equivalents
Trade receivables and loans
Trade receivables - customer charge cards agreement
Inventories
Assets held for sale
Derivative financial instruments
Total current assets
Non-current assets
Derivative financial instruments
Trade receivables and loans
Equity-accounted investments
Property, plant and equipment
Net deferred tax assets
Intangible assets and goodwill
Total non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Customer charge cards agreement
Interest bearing borrowings
Derivative financial instruments
Provisions
Income tax payable
Other financial liabilities
Total current liabilities
Non-current liabilities
Interest bearing borrowings
Provisions
Derivative financial instruments
Other financial liabilities
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed and other equity (a)
Retained earnings/(accumulated losses) (a)
Other reserves
Parent interest
Non-controlling interests
TOTAL EQUITY
Notes
FY18
$m
FY17
$m
6
6
6
7
8
4
9
10
11
12
11
12
13
13
161.2
1,203.7
274.0
784.4
11.8
0.6
2,435.7
10.1
20.1
88.3
236.7
109.7
818.4
1,283.3
96.5
1,150.0
276.0
759.2
18.8
0.3
2,300.8
12.7
16.4
103.3
242.1
103.8
1,152.7
1,631.0
3,719.0
3,931.8
1,629.6
274.0
1.9
0.1
126.4
24.9
7.3
2,064.2
127.1
137.6
0.9
0.6
266.2
2,330.4
1,388.6
600.0
780.6
(0.7)
1,379.9
8.7
1,388.6
1,524.3
276.0
3.0
0.8
139.7
6.1
10.0
1,959.9
187.1
141.4
2.3
3.7
334.5
2,294.4
1,637.4
1,719.3
(87.7)
(3.0)
1,628.6
8.8
1,637.4
(a) During the current financial year, Metcash Limited, the Parent Company of the Group, undertook a capital reduction to reduce its
share capital by $2,551.1 million to $600.0 million, in accordance with section 258F of the Corporations Act 2001. The reduction was
allocated in full to the accumulated losses account in the Parent Company with no impact on the net assets of either the Parent
Company or the Group. On consolidation, the share capital of the Group has been adjusted by $1,119.3 million to reflect the revised
share capital of the Parent Company. Refer note 20 for further information on the standalone financial statements of the Parent
Company.
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
Metcash Group | Financial Report FY18
32
Metcash Group | Financial Report FY18
33
58 | Metcash Annual Report 2018
Statement of cash flows
Statement of cash flows
For the year ended 30 April 2018
For the year ended 30 April 2018
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest and dividends, net
Income tax paid, net of tax refunds
Net cash generated by operating activities
Cash flows from investing activities
Proceeds from sale of businesses
Proceeds from sale of business assets
Payments for acquisition of business assets
Payments for acquisition of businesses, net of cash acquired
Proceeds from loans repaid by other entities
Loans to other entities
Net cash used in investing activities
Cash flows from financing activities
Proceeds from equity raising, net of share issue costs
Repayments of borrowings, net
Payment of dividends to owners of the parent
Payment of dividends to non-controlling interests
Net cash used in financing activities
Net increase in cash and cash equivalents
Add opening cash and cash equivalents
Cash and cash equivalents at the end of the year
Notes
FY18
$m
FY17
$m
14
13
15,765.9
(15,392.5)
(19.2)
(65.6)
288.6
15,458.7
(15,071.1)
(20.7)
(62.3)
304.6
-
10.5
(47.0)
(15.9)
13.0
(16.7)
(56.1)
-
(62.5)
(102.4)
(2.9)
(167.8)
64.7
96.5
161.2
1.8
36.3
(44.4)
(195.4)
10.4
(7.3)
(198.6)
92.8
(127.3)
-
(1.4)
(35.9)
70.1
26.4
96.5
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
Notes to the financial statements
Notes to the financial statements
For the year ended 30 April 2018
For the year ended 30 April 2018
1. Corporate information
The financial statements of Metcash Limited (the ‘Company’) and its controlled entities (together the ‘Group’) for the year ended 30
April 2018 were authorised for issue in accordance with a resolution of the Directors on 25 June 2018.
Metcash Limited is a for profit company limited by ordinary shares incorporated and domiciled in Australia whose shares are
publicly traded on the Australian Securities Exchange. The nature of the operations and principal activities of the Group are
described in the Directors’ Report. The registered office of the Company is 1 Thomas Holt Drive, Macquarie Park NSW 2113.
The basis of preparation for these financial statements and the significant accounting policies applied are summarised in Appendix
B.
2. Segment information
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Chief Executive
Officer (the chief operating decision maker) in assessing performance and in determining the allocation of resources. Discrete
financial information about these operating segments is reported on at least a monthly basis.
The information reported to the CEO is aggregated based on product types and the overall economic characteristics of industries in
which the Group operates. The Group’s reportable segments are therefore as follows:
•
Food & Grocery activities comprise the distribution of a range of products and services to independent supermarket and
convenience retail outlets.
Liquor activities comprise the distribution of liquor products to retail outlets and hotels.
•
• Hardware activities comprise the distribution of hardware products to independent retail outlets and the operation of
company owned retail stores.
The Group operates predominantly in Australia. The Group has operations in New Zealand and China that represent less than 5% of
revenue, results and assets of the Group. The Group does not have a single customer which represents greater than 10% of the
Group's revenue.
Sales between segments are based on similar terms and conditions to those in place with third party customers.
Segment results
Segment revenue
Segment profit before tax
Food & Grocery
Liquor
Hardware
Segment results
Corporate (a)
Group earnings before interest and tax (‘EBIT’)
Net finance costs
Significant items (Note 3)
Net (loss)/profit before tax
FY18
$m
8,899.6
3,465.5
2,098.6
14,463.7
FY17
$m
9,180.0
3,333.1
1,608.8
14,121.9
FY18
$m
188.6
68.4
69.0
326.0
6.7
332.7
(26.4)
(380.1)
(73.8)
FY17
$m
188.1
67.0
48.5
303.6
1.2
304.8
(33.6)
(32.7)
238.5
(a) The positive Corporate result of $6.7 million (FY17: $1.2 million) is principally due to the reversal of a provision against the
Huntingwood, NSW DC hail insurance claim which was settled in FY18 and a net gain of $2.8 million from the disposal of a surplus
property. The FY17 result included $5.8 million of net gains on sale of surplus properties.
Metcash Group | Financial Report FY18
34
Metcash Group | Financial Report FY18
35
60 | Metcash Annual Report 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
3. Revenue and expenses
(i) Other income
Lease income – rent
Lease income – outgoings recoveries
Interest from other persons/corporations
Net gain from disposal of plant and equipment
Net gain from disposal of property
Other
(ii) Operating lease expenses
Property rent – stores
Property rent – warehouse and other properties
Property outgoings
Equipment and other leases
(iii) Employee benefit expenses
Salaries and wages
Superannuation expense
Share-based payments
Other employee benefit expenses
(iv) Depreciation and amortisation
Depreciation of property, plant and equipment
Amortisation of software
Amortisation of other intangible assets
(v) Provisions for impairment, net of reversals
Trade receivables and loans
Inventories
Assets held for sale
Equity-accounted investments
Property, plant and equipment
Intangible assets
Property lease and onerous contracts provisions
(vi) Finance costs
Interest expense
Transaction fees in relation to customer charge cards (note 10)
Deferred borrowing costs
Finance costs from discounting of provisions
(vii) Significant items
Impairment of goodwill and other intangible assets
Impairment of equity-accounted investments and other tangible assets
Provisions for lease and guarantee exposures
HTH acquisition and integration costs
Working Smarter restructuring costs
Total significant items
Income tax benefit attributable to significant items
Total significant items after tax
FY18
$m
72.0
20.2
4.6
1.6
2.8
-
101.2
89.5
81.7
60.0
22.7
253.9
559.0
40.0
2.3
45.6
646.9
38.5
20.5
9.0
68.0
6.7
15.1
1.7
-
3.4
0.1
(8.0)
19.0
14.8
8.4
0.9
6.9
31.0
318.4
18.7
15.0
17.0
11.0
380.1
(15.0)
365.1
FY17
$m
73.7
19.8
3.8
0.2
5.8
1.1
104.4
87.5
85.9
55.9
22.2
251.5
514.3
42.1
1.4
47.5
605.3
36.2
18.1
9.2
63.5
17.0
25.6
1.9
(1.1)
1.7
5.7
1.6
52.4
19.6
8.1
1.4
8.3
37.4
-
-
-
13.6
19.1
32.7
(9.8)
22.9
3. Revenue and expenses (continued)
Impairment of assets
On 28 May 2018, Metcash advised the market that the Drakes Supermarkets group had communicated their intention not to provide
a long-term commitment to the new proposed Metcash DC in South Australia. Shortly after Metcash’s ASX announcement, Drakes
confirmed to the market that their own DC in South Australia is currently under development.
As a result of the loss of this commitment, and the intensifying economic and competitive environment, particularly in Western
Australia, an impairment expense of $352.1 million was recorded against the carrying value of assets in the Food & Grocery segment.
The impairment expense predominantly related to goodwill and other intangible assets, but also included certain residual tangible
assets and lease exposures.
HTH acquisition and integration costs
During the current year, costs of $17.0 million (FY17: $13.6 million) were incurred in relation to the integration of the Home Timber
and Hardware (HTH) business into the existing Hardware business. The comparative number included costs in relation to the
acquisition of the business in FY17. Refer note 23 for further details in relation to the acquisition.
Working Smarter restructuring costs
During the current year, the Group incurred $11.0 million (FY17: $19.1 million) of restructuring costs in relation to implementing the
Working Smarter program. These costs are separately disclosed within significant items to enable a better understanding of the
Group’s results. Implementation costs are directly associated with the program and are non-routine in nature, such as
redundancies, restructuring costs and advisor fees.
4. Income tax
Major components of income tax expense
Current income tax charge
Adjustments in respect of income tax of previous years
Deferred income tax relating to origination and reversal of temporary differences
Total income tax expense
Classification of income tax expense
Income tax attributable to significant items
Income tax attributable to other continuing operations
Total income tax expense
FY18
$m
87.6
(3.1)
(11.6)
72.9
(15.0)
87.9
72.9
FY17
$m
58.0
(4.8)
11.6
64.8
(9.8)
74.6
64.8
Reconciliation of income tax expense from continuing operations
The following table presents a reconciliation between the tax expense implied by the Group’s applicable income tax rate and the actual
expense for the year.
Accounting profit/(loss) before income tax
At the Group’s statutory income tax rate of 30% (FY17: 30%)
Impairment of goodwill and other assets
Expenditure not allowable for income tax purposes
Other amounts not assessable for income tax purposes
Other amounts allowable for income tax purposes
Adjustments in respect of income tax of previous years
Income tax expense
(73.8)
(22.1)
99.1
0.9
(1.9)
-
(3.1)
72.9
238.5
71.6
-
1.6
(2.6)
(1.0)
(4.8)
64.8
Metcash Group | Financial Report FY18
36
Metcash Group | Financial Report FY18
37
62 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
4.
Income tax (continued)
Components of deferred tax assets
Provisions
Unutilised tax losses
Accelerated depreciation for accounting purposes
Other
Intangible assets (set off of deferred tax liabilities)
Movements in deferred tax assets
Opening balance
Charged to net profit for the year
Charged to other comprehensive income for the year
Tax benefit associated with share issue costs
Adjustments related to business combinations
Closing balance
FY18
$m
136.1
1.6
6.0
1.8
(35.8)
109.7
103.8
11.6
(0.3)
-
(5.4)
109.7
FY17
$m
135.7
0.2
1.0
5.4
(38.5)
103.8
105.5
(11.6)
(0.3)
0.5
9.7
103.8
The Group has unrecognised gross capital losses of $14.0 million (FY17: $16.1 million) that are available indefinitely for offset
against future capital gains.
Tax consolidation
Metcash Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 1 July 2005.
Metcash Limited is the head entity of the tax consolidated group. Members of the group have entered into a tax sharing
arrangement in order to allocate income tax expense to the wholly owned subsidiaries on a modified standalone basis. In addition
the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax
payment obligations.
Tax effect accounting by members of the tax consolidated group
Members of the tax consolidated group have entered into a tax funding agreement. The tax funding agreement provides for the
allocation of current taxes to members of the tax consolidated group in accordance with a group allocation method using modified
stand alone tax calculations as the basis for allocation. Deferred taxes of members of the tax consolidated group are measured and
recognised in accordance with the principles of AASB 112 Income Taxes.
Under the tax funding agreement, funding is based upon the amounts allocated and recognised by the member entities.
Accordingly, funding results in an increase/decrease in the subsidiaries’ intercompany accounts with the tax consolidated group
head company, Metcash Limited.
5. Dividends
Dividends on ordinary shares
Dividends paid on ordinary shares during the year
Final fully franked dividend for FY17: 4.5c (FY16: nil)
Interim fully franked dividend for FY18: 6.0c (FY17: nil)
Dividends determined (not recognised as a liability as at 30 April)
Final fully franked dividend for FY18: 7.0c (FY17: 4.5c)
FY18
$m
43.9
58.5
102.4
FY17
$m
-
-
-
68.3
43.9
On 25 June 2018, the Board determined to pay a fully franked FY18 final dividend of 7.0 cents per share, sourced from the profit
reserve established by Metcash Limited (Parent Company), with a record date of 11 July 2018 and payable in cash on 8 August 2018.
The Dividend Reinvestment Plan remains suspended with effect from 26 June 2017.
Franking credit balance of Metcash Limited
Franking account balance as at the end of the financial year at 30% (FY17: 30%)
Franking credits that will arise from the payment of income tax payable at the reporting date
Franking credits on dividends determined but not distributed to shareholders during the year
6. Trade receivables and loans
Current
Trade receivables - securitised (Note 15)
Trade receivables - non-securitised
Allowance for impairment loss
Trade receivables
Other receivables and prepayments
Trade and other receivables
Customer loans
Allowance for impairment loss
Customer loans
Total trade receivables and loans – current
FY18
$m
211.2
24.1
(29.3)
206.0
FY17
$m
192.0
5.5
(18.8)
178.7
FY18
$m
FY17
$m
769.4
354.1
(50.3)
1,073.2
110.9
1,184.1
27.1
(7.5)
19.6
1,203.7
744.6
338.5
(57.3)
1,025.8
105.5
1,131.3
28.0
(9.3)
18.7
1,150.0
Trade receivables - customer charge cards agreement (Note 10)
274.0
276.0
Non-current
Customer loans
Allowance for impairment loss
Customer loans
Other receivables
Total trade receivables and loans – non-current
28.1
(8.1)
20.0
0.1
20.1
22.5
(8.1)
14.4
2.0
16.4
Metcash Group | Financial Report FY18
38
Metcash Group | Financial Report FY18
39
64 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
6. Trade receivables and loans (continued)
Movements in allowance for impairment loss
Opening balance
Charged as an expense during the year
Accounts written off as non-recoverable
Related to acquisitions and disposals of businesses
Closing balance
FY18
$m
74.7
9.4
(16.0)
(2.2)
65.9
FY17
$m
59.5
17.0
(28.2)
26.4
74.7
Weighted average interest
Trade and other receivables are non-interest bearing and repayment terms vary by business unit. As at 30 April 2018, $4.4 million
(FY17: $7.5 million) of customer loans are non-interest bearing and $50.8 million (FY17: $43.0 million) of customer loans have a
weighted average annual interest rate of 8.2% (FY17: 8.7%).
Maturity of trade receivables
At 30 April 2018, 86.2% of trade receivables are either due or required to be settled within 30 days (FY17: 82.8%), 13.1% have terms
extending from 30 to 60 days (FY17: 16.6%) and 0.7% have terms greater than 60 days (FY17: 0.6%).
Customer loan security
The Group has access to security against most customer loans in the event of default. Security held may include bank and personal
guarantees, fixed and floating charges and security over property and other assets. Due to the large number and the varied nature
of security held, their fair value cannot be practicably estimated. The fair value of the security against a loan is determined when the
loan is not deemed to be recoverable and a provision for impairment is raised to cover any deficit in recoverability.
Ageing of unimpaired trade receivables and loans
Days overdue
$m
%
$m
%
$m
%
Trade receivables(a)
Customer loans
Other receivables and
prepayments
At 30 April 2018
Neither past due nor impaired
Less than 30 days
Between 30 and 60 days
Between 60 and 90 days
Between 90 and 120 days
More than 120 days
Total
1,256.2
77.4
4.9
2.9
2.7
3.1
1,347.2
93.2%
5.8%
0.4%
0.2%
0.2%
0.2%
100.0%
28.9
-
-
0.4
0.2
10.1
39.6
73.0%
-
-
1.0%
0.5%
25.5%
100.0%
110.7
0.3
-
-
-
-
111.0
99.7%
0.3%
-
-
-
-
100.0%
7. Equity-accounted investments
Nature and extent
Appendix D contains key information about the nature and extent of the Group’s equity-accounted investments.
Contingent liabilities and commitments
Refer note 15 for details of the Group’s contingent liabilities in relation to equity-accounted investments.
Share of investees’ profit
In aggregate, the Group’s share of income from equity-accounted investments during the year was $0.6 million (FY17: $9.7 million),
which includes a $0.2 million (FY17: $3.3 million) share of income tax expense incurred by the investees.
At the reporting date, the Group’s share of unrecognised gains or losses is not material.
Share of investees’ net assets
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
FY18
$m
78.5
118.9
197.4
(94.9)
(36.6)
(131.5)
65.9
FY17
$m
70.2
121.2
191.4
(90.0)
(37.8)
(127.8)
63.6
At 30 April 2017
Neither past due nor impaired
Less than 30 days
Between 30 and 60 days
Between 60 and 90 days
Between 90 and 120 days
More than 120 days
Total
(a) The ageing profile of trade receivables includes amounts receivable under the customer charge cards agreement. Refer note 10
for further information.
69.5%
1.8%
-
-
-
28.7%
100.0%
90.4%
9.6%
-
-
-
-
100.0%
89.4%
8.2%
1.4%
0.5%
0.4%
0.1%
100.0%
1,164.0
106.6
18.4
7.1
5.0
0.7
1,301.8
98.5
9.0
-
-
-
-
107.5
23.0
0.6
-
-
-
9.5
33.1
The Group expects that the unimpaired trade receivables and loans presented above are fully recoverable.
Metcash Group | Financial Report FY18
40
Metcash Group | Financial Report FY18
41
66 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
8. Property, plant and equipment
9. Intangible assets and goodwill
Year ended 30 April 2018
Opening balance
Additions
Adjustments from business combinations (Note 23)
Disposals
Impairment
Reclassifications
Depreciation
Closing balance
At 30 April 2018
Cost
Accumulated depreciation and impairment
Net carrying amount
Year ended 30 April 2017
Opening balance
Additions
Additions through business combinations (Note 23)
Disposals
Impairment
Reclassifications
Depreciation
Closing balance
At 30 April 2017
Cost
Accumulated depreciation and impairment
Net carrying amount
Land &
buildings
$m
Plant &
equipment
$m
37.9
0.1
-
-
-
-
(0.1)
37.9
44.3
(6.4)
37.9
26.4
0.6
22.0
(0.1)
-
(11.0)
-
37.9
44.2
(6.3)
37.9
204.2
41.7
4.1
(0.5)
(3.4)
(8.9)
(38.4)
198.8
428.2
(229.4)
198.8
225.5
37.9
4.3
(9.2)
(3.7)
(14.4)
(36.2)
204.2
400.7
(196.5)
204.2
Total
$m
242.1
41.8
4.1
(0.5)
(3.4)
(8.9)
(38.5)
236.7
472.5
(235.8)
236.7
251.9
38.5
26.3
(9.3)
(3.7)
(25.4)
(36.2)
242.1
444.9
(202.8)
242.1
Additions to plant and equipment include $18.8 million (FY17: $14.8 million) of assets under construction. The closing balance of plant
and equipment includes $23.0 million (FY17: $16.2 million) of assets under construction.
The carrying value of assets held under finance leases and hire purchase contracts at 30 April 2018 is $6.0 million (FY17: $6.1 million).
Software
development
costs
$m
Customer
contracts
$m
Trade names
and other
$m
Goodwill
$m
Year ended 30 April 2018
Opening balance
Additions
Additions through business combinations (Note 23)
Adjustments to business combinations (Note 23)
Impairment
Disposal
Reclassifications
Amortisation
Closing balance
At 30 April 2018
Cost
Accumulated amortisation and impairment
Net carrying amount
Year ended 30 April 2017
Opening balance
Additions
Additions through business combinations (Note 23)
Impairment
Reclassifications
Amortisation
Closing balance
At 30 April 2017
Cost
Accumulated amortisation and impairment
Net carrying amount
66.5
7.9
-
(0.7)
(1.6)
(0.4)
8.9
(20.5)
60.1
261.6
(201.5)
60.1
60.9
6.4
1.7
(1.5)
17.1
(18.1)
66.5
248.4
(181.9)
66.5
88.5
2.4
-
-
(3.0)
-
-
(8.7)
79.2
234.0
(154.8)
79.2
101.7
1.0
-
(4.2)
(1.2)
(8.8)
88.5
231.6
(143.1)
88.5
40.8
-
-
-
(0.2)
-
-
(0.3)
40.3
43.4
(3.1)
40.3
41.2
-
-
-
-
(0.4)
40.8
43.4
(2.6)
40.8
956.9
-
4.9
(7.8)
(315.2)
-
-
-
638.8
1,395.6
(756.8)
638.8
931.7
-
25.2
-
-
-
956.9
1,398.5
(441.6)
956.9
Total
$m
1,152.7
10.3
4.9
(8.5)
(320.0)
(0.4)
8.9
(29.5)
818.4
1,934.6
(1,116.2)
818.4
1,135.5
7.4
26.9
(5.7)
15.9
(27.3)
1,152.7
1,921.9
(769.2)
1,152.7
Impairment tests for goodwill and intangibles with indefinite useful lives
Description of cash generating units
Goodwill acquired through business combinations is allocated to the lowest level within the entity at which the goodwill is
monitored, being the three cash-generating units (or ‘CGU’s) - Food & Grocery, Liquor and Hardware. Indefinite life intangibles
primarily comprise trade names and licences.
Allocation to CGUs
The carrying amounts of goodwill and indefinite life intangibles are allocated to the Group’s CGUs as follows:
Cash-generating units
Food & Grocery
Liquor
Hardware
Allocated goodwill
FY18
$m
FY17
$m
440.9
117.4
80.5
638.8
756.1
112.5
88.3
956.9
Trade names and
other intangibles
FY18
$m
0.2
12.9
27.2
40.3
FY17
$m
0.7
12.9
27.2
40.8
Post-tax discount rates
FY18
%
FY17
%
11.3%
10.1%
10.1%
11.3%
10.1%
10.1%
Metcash Group | Financial Report FY18
42
Metcash Group | Financial Report FY18
43
68 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
9. Intangible assets and goodwill (continued)
Assessment of carrying values
The recoverable amounts were determined based on value-in-use calculations using cash flow projections covering a five year
period, which are based on approved strategic plans or forecasts. Estimates beyond the five year period are calculated using
terminal growth rates that are applicable to the trading environment in which the CGU operates.
Key assumptions used in assessment
The valuations used to support the carrying amounts of intangible assets are based on forward looking key assumptions that are, by
nature, uncertain. The nature and basis of the key assumptions used to estimate future cash flows and the discount rates used in the
projections, when determining the recoverable amount of each CGU, are set out below and in the table above:
• Operating cash flows - Operating cash flow projections are extracted from the most recent approved strategic plans or
forecasts that relate to the existing asset base. For each CGU, the cash flow projections for a five-year period have been
determined based on expectations of future performance. Key assumptions in the cash flows include sales volume growth,
costs of sales and costs of doing business. These assumptions are based on expectations of market demand and operational
performance.
•
•
Cash flow projections are based on risk-adjusted forecasts allowing for estimated changes in the business, the competitive
trading environment, legislation and economic growth.
Discount rates - Discount rates are based on the weighted average cost of capital (‘WACC’) for the Group adjusted for an asset-
specific risk premium assigned to each CGU. The asset-specific risk premium is determined based on risk embedded within the
cash flow projections and other factors specific to the industries in which the CGUs operate.
The calculation of WACC is market-driven and key inputs include target capital structure, equity beta, market risk premium,
risk-free rate of return and debt risk premium. Pre-tax equivalents of the adopted discount rates are derived iteratively and
differ based on the timing and extent of tax cash flows. Pre-tax rates were 16.3% for Food & Grocery, 14.3% for Liquor and
14.2% for Hardware.
Terminal growth rates - Cash flows beyond the projection period are extrapolated indefinitely using estimated long-term
growth rates applicable to the trading environment in which the CGUs operate. A terminal growth rate of 1.5% was applied to
all CGUs.
Results of assessment
As described in note 3(vii), the loss of the Drakes supply commitment, and the intensifying economic and competitive environment,
particularly in Western Australia, have resulted in changes to the forecast cash flows used in the impairment assessment, including
the terminal year. As the headroom within the Food & Grocery CGU was already limited due to a previous impairment expense
recognised in FY15, these changes resulted in an impairment of $315.2 million to the goodwill allocated to the CGU. The recoverable
amount of the Food & Grocery CGU was $763 million.
Sensitivity to changes in key assumptions
As a result of the impairment noted above, the recoverable amount of the Food & Grocery CGU is now in line with the current
carrying value of this CGU. Any future events that result in adverse changes to forward assumptions would accordingly result in
further impairment.
The following sensitivity changes to the Food & Grocery CGU are deemed to be reasonably possible and would increase the
impairment charge, assuming all other assumptions are held constant:
•
•
•
A 10% reduction in forecasted EBIT across all projection years, including the terminal year, would cause an additional
impairment charge of $79.7 million.
An increase of 50 basis points in the post-tax discount rate to 11.8% would cause an additional impairment charge of
$34.5 million; or
A decrease of 50 basis points in the terminal growth rate to 1.0% would cause an additional impairment charge of $24.3 million.
Together, any adverse changes in the key inputs would cumulatively result in a more significant additional impairment impact.
At the assessment date, no reasonably likely change in key assumptions would cause the carrying amounts of the Liquor and
Hardware CGUs to exceed their respective recoverable amounts.
Notes to the financial statements (continued)
For the year ended 30 April 2018
10. Customer charge cards agreement
Key terms
Under an agreement between Metcash and American Express (Amex), eligible retail customers make trade purchases from Metcash
using their Amex customer charge cards. Metcash’s trade receivable is settled in full by Amex. Amex subsequently collects the
amounts outstanding on the customer charge cards directly from the retailers.
Under the agreement, in the event a customer defaults on their payment obligation to Amex, Metcash must reacquire the trade
receivable from Amex. The maximum amount payable by Metcash to Amex is limited to the actual face value of the outstanding
trade receivable and does not include any interest or any other costs incurred by Amex. Once reacquired, Metcash will seek to
collect the trade receivable from the retail customer through its normal credit processes.
The agreement operates on an evergreen basis until either Metcash or Amex provides a 12 month notice of cancellation. The earliest
date on which the agreement could be cancelled is 6 April 2021.
Financial reporting changes
The Group revised its presentation of the customer charge cards agreement, which was disclosed as a contingent liability in
previous financial years. This revision resulted in the presentation of a current trade receivable (note 6) and a matching current
payable (note 10) of $274.0 million (FY17: $276.0 million), with no impact to the Group’s net assets.
As a consequence, net transaction costs of $8.4 million (FY17: $8.1 million) in relation to this agreement have been reclassified from
administrative expense to finance costs. In the statement of cash flows, settlements received from Amex are reported within
operating activities under ‘receipts from customers’.
11. Interest bearing borrowings
Current
Finance lease obligations
Non-current
Bank loans – syndicated
US private placement (USPP)
Finance lease obligations
Bilateral loan
Deferred borrowing costs
FY18
$m
1.9
1.9
90.0
33.9
3.5
1.2
(1.5)
127.1
FY17
$m
3.0
3.0
150.0
36.1
3.5
-
(2.5)
187.1
Core borrowing facilities
See note 15 for details of the Group’s core borrowing facilities.
Finance lease obligations
Finance leases have an average remaining lease term of 2 years with the option to purchase the asset at the completion of the lease
term for the asset’s market value. The weighted average interest rate implicit in the lease is 4.2% (FY17: 4.9%). Certain lease
liabilities are secured by a charge over the leased asset.
Financial covenants
The core borrowings of the Group must comply with three primary covenants which apply to the syndicated bank facilities, the
working capital facilities and the USPP debt. These covenants are defined in the facility agreements and are summarised as follows:
a fixed charges cover ratio (Underlying Earnings Before Interest, Tax, Depreciation, Amortisation and Net Rent (EBITDAR) divided by
Total Net Interest plus Net Rent Expense), a senior leverage ratio (Total Group Debt divided by Underlying Earnings Before Interest,
Tax, Depreciation and Amortisation (EBITDA)) and minimum shareholders’ funds (a fixed figure representing the Group share capital
and reserves). At the reporting date, there were no defaults or breaches on the Group’s core borrowings.
Metcash Group | Financial Report FY18
44
Metcash Group | Financial Report FY18
45
70 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
11. Interest bearing borrowings (continued)
Fair value
The carrying amounts of the Group's borrowings approximate their fair value. The weighted average effective interest rate on the
syndicated, working capital loans and the USPP debt, after taking into account cross currency and interest rate swaps, at the end of the
financial year was 4.7% (FY17: 4.5%).
12. Provisions
30 April 2018
Current
Non-current
30 April 2017
Current
Non-current
Employee
entitlements
$m
Property lease
and onerous
contracts
provisions
$m
107.4
11.2
118.6
109.2
8.8
118.0
19.0
126.4
145.4
30.5
132.6
163.1
Total
$m
126.4
137.6
264.0
139.7
141.4
281.1
Property lease provisions include the value of certain retail store lease obligations recognised as part of the acquisition of Franklins in
FY12 and HTH in FY17. The provision is initially recognised at the acquisition date fair value and subsequently utilised to settle lease
obligations. The provision related to an individual lease is derecognised when the Group has met its obligations in full under that lease.
Provisions are also recognised for obligations such as onerous retail head lease exposures, property make-good, restructuring and
other costs. Depending on the nature of these obligations, they are expected to be settled over the term of the lease, at the
conclusion of the lease or otherwise when the obligation vests.
Movements in property lease and onerous contracts provisions
Opening balance
Expense arising during the year, net
Utilised during the year
Reclassifications and other transactions
Resulting from acquisitions of businesses
Finance cost discount rate adjustment
Closing balance
FY18
$m
163.1
7.0
(18.1)
-
(13.5)
6.9
145.4
FY17
$m
147.8
1.6
(18.0)
2.9
20.5
8.3
163.1
Notes to the financial statements (continued)
For the year ended 30 April 2018
13. Contributed equity and reserves
Contributed and other equity
At 1 May
Issued under equity raising
Share issue costs net of tax
Capital reduction (Note 20)
At 30 April – contributed equity
Other equity
Total contributed and other equity
FY18
Number of
shares
975,641,876
-
-
-
975,641,876
-
975,641,876
$m
2,485.2
-
-
(1,119.3)
1,365.9
(765.9)
600.0
FY17
Number of
shares
928,357,876
47,284,000
-
-
975,641,876
-
975,641,876
$m
2,391.9
94.6
(1.3)
-
2,485.2
(765.9)
1,719.3
Fully paid ordinary shares carry one vote per share and carry the right to dividends. Shares have no par value.
In FY17, the Company issued 40.0 million shares via an Institutional Placement and 7.3 million shares via a Share Placement Plan,
both at $2.00 per share, which raised $94.6 million of equity.
The ‘Other equity’ account was used to record the reverse acquisition in 2005 in accordance with AASB 3 Business Combinations.
Refer Appendix B.3 for further details. During FY18, an adjustment was recorded in relation to a capital reduction transaction to
eliminate the difference in share capital between the Group and the Parent Company. The ‘other equity’ account will consequently
not be reported separately in future reporting periods. Refer note 20 for further details on the capital reduction transaction.
Other reserves
At 1 May 2016
Total comprehensive income, net of tax
Share-based payments expense
At 30 April 2017
Settlements during the year
Movement in fair value of derivatives
Movement in foreign currency valuations
Tax impact of above movements
Total comprehensive income, net of tax
Transfers to retained earnings
Share-based payments expense
At 30 April 2018
Share-based
payments reserve
$m
Foreign currency
translation
reserve
$m
Cash flow
hedge reserve
$m
Total
other reserves
$m
0.8
-
1.4
2.2
-
-
-
-
-
(0.9)
2.3
3.6
(5.2)
0.6
-
(4.6)
-
-
0.2
-
0.2
-
-
(4.4)
(1.2)
0.6
-
(0.6)
2.6
(1.6)
-
(0.3)
0.7
-
-
0.1
(5.6)
1.2
1.4
(3.0)
2.6
(1.6)
0.2
(0.3)
0.9
(0.9)
2.3
(0.7)
Refer Appendix B for further details on the above reserves.
Metcash Group | Financial Report FY18
46
Metcash Group | Financial Report FY18
47
72 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
14. Statement of cash flows
Reconciliation of cash flows from operating activities
Net profit for the year
Adjustments for:
Depreciation and amortisation
Impairment losses and net lease provisions (Note 3)
Net profit on disposal of property, plant and equipment
Share-based payments
Other adjustments
Changes in assets and liabilities
(Increase) in trade and other receivables
Decrease/(increase) in other current assets
(Increase) in inventories
Decrease in tax balances
Increase in payables and provisions
Cash from operating activities
15. Financial risk management
FY18
$m
(146.7)
68.0
372.6
(4.4)
2.3
3.8
(64.6)
1.9
(46.9)
7.3
95.3
288.6
FY17
$m
173.7
63.5
54.4
(5.8)
1.4
1.4
(61.9)
(2.6)
(5.2)
1.7
84.0
304.6
Objectives and policies
The Group’s principal financial instruments comprise bank loans, bonds and overdrafts, finance and operating leases, cash and short-
term deposits and derivatives. The main purpose of these instruments is to raise finance for the Group’s operations. The Group has
various other financial assets and liabilities such as trade receivables and payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign exchange risk and credit risk. The Board
reviews and agrees policies for managing each of these risks and they are detailed below. The objective of the Group’s risk
management policy is to support delivery of the Group's financial targets while protecting future financial security.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement
and the basis on which income and expenses are recognised, in respect of each class of financial instrument, financial liability and
equity instrument are disclosed in Appendix B.
Liquidity risk and funding management
Liquidity risk is the risk that the Group will be unable to meet its payment obligations when they fall due under normal and stressed
circumstances. To limit this risk, the Group manages assets with liquidity in mind, and monitors future cash flows and liquidity on a
daily basis. The Group has three sources of primary debt funding, of which 16% has been utilised at 30 April 2018. The Group
monitors forecasts of liquidity reserves on the basis of expected cash flow.
Notes to the financial statements (continued)
For the year ended 30 April 2018
15. Financial risk management (continued)
Available credit facilities
At the reporting date, the Group had unused credit facilities available for its immediate use as follows:
Syndicated facility
US private placement
Securitisation facility
Working capital, including guarantees
Bilateral loan
Cash and cash equivalents
Total facility
$m
Debt usage
$m
Guarantees &
other usage
$m
Facility available
$m
575.0
23.3
100.0
150.0
1.2
849.5
-
849.5
90.0
23.3
-
-
1.2
114.5
-
114.5
-
-
-
22.3
-
22.3
-
22.3
485.0
-
100.0
127.7
-
712.7
161.2
873.9
•
Syndicated facility
Syndicated bank loans are senior unsecured loan note subscription facilities. The facilities are due to expire in June 2019
($125.0 million), June 2020 ($350.0 million) and August 2021 ($100.0 million). Interest payable on the facilities is based on BBSY
plus a margin and interest rate resets are monthly. The applicable margin is dependent upon an escalation matrix linked to the
senior leverage ratio achieved. These bank loans are subject to certain financial undertakings as detailed in note 11.
• US private placement
US private placement (USPP) comprises two tranches of fixed coupon debt of US$5.0 million maturing September 2019 and
US$20.0 million maturing September 2023. The foreign exchange and fixed interest rate risk has been hedged using cross
currency interest rate swaps. The financial effect of these hedges is to convert the US$25.0 million of USPP fixed interest rate
debt into $23.3 million of floating rate debt with interest payable on a quarterly basis at BBSW plus a margin.
The debt was revalued at the reporting date to $33.9 million (FY17: $36.1 million), as presented in note 11. The fair value of the
associated cross currency interest rate swaps is separately classified within derivative financial instruments. The USPP debt is
subject to certain financial undertakings as detailed in note 11.
•
Securitisation facility
Under the $100.0 million debt securitisation facility, an equitable interest has been granted in certain trade receivables to a
special purpose trust, which is managed by a major Australian bank. The facility is subject to the periodic renewal of the facility
agreement and is currently committed until May 2019. Interest payable on the facility is based on BBSY plus a margin.
The terms of the facility require that, at any time, the book value of the securitised receivables must exceed by at least a certain
proportional amount, the funds drawn under the facility. At the end of the financial year, trade receivables of $769.4 million
(FY17: $744.6 million) had been securitised, with nil (FY17: nil) funds drawn under the facility. Accordingly, the resultant security
margin exceeded the minimum required at that time.
The facility may be terminated by the trust manager at short notice in the event of an act of default, which includes the
insolvency of any of the individual companies securitising trade receivables, failure of the Group to remit funds when due, or a
substantial deterioration in the overdue proportion of certain trade receivables. The Group considers that it does not control
the special purpose trust as it does not have power to determine the operating and financial policies of the trust, nor is the
Group exposed to the risks and benefits of the trust. Accordingly, the Group does not consolidate the trust in its financial
statements.
• Working capital
Working capital bank loans are represented by two unsecured revolving facilities totalling $150.0 million. These facilities will
expire in May 2019 ($50.0 million) and June 2019 ($100.0 million). Interest payable on any loans drawn under these facilities is
based on BBSY or the RBA cash rate plus a margin. These bank loans are subject to certain financial undertakings as detailed in
note 11.
Metcash Group | Financial Report FY18
48
Metcash Group | Financial Report FY18
49
74 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
15. Financial risk management (continued)
Maturity analysis of financial liabilities based on contracted date
The following table reflects the gross contracted values of financial liabilities categorised by their contracted dates of settlement.
Net settled derivatives comprise interest rate swap contracts that are used to hedge floating rate interest payable on bank debt. Gross
settled derivatives comprise forward exchange contracts that are used to hedge anticipated purchase commitments. Under the terms
of these agreements, the settlements at expiry include a both a cash payment and receipt.
Year ended 30 April 2018
Trade and other payables
Customer charge cards agreement
Finance lease obligations
Financial guarantee contracts
Put options written over non-controlling interests
Bank and other loans
Derivative liabilities – net settled
Derivative liabilities – gross settled:
- Inflows
- Outflows
Net maturity
Year ended 30 April 2017
Trade and other payables
Customer charge cards agreement
Finance lease obligations
Financial guarantee contracts
Put options written over non-controlling interests
Bank and other loans
Derivative liabilities – net settled
Derivative liabilities – gross settled:
- Inflows
- Outflows
Net maturity
1 year
or less*
$m
1 - 5 years
$m
More than 5
years
$m
1,629.6
274.0
2.6
1.5
5.3
2.3
0.7
(6.5)
6.6
1,916.1
1,524.3
276.0
3.3
2.2
7.7
5.9
1.8
(10.2)
10.2
1,821.2
-
-
2.9
-
-
98.4
0.7
-
-
102.0
-
-
3.6
1.5
-
168.4
1.9
-
-
175.4
-
-
-
-
-
20.4
-
-
-
20.4
-
-
-
-
-
19.7
-
-
-
19.7
Total
$m
1,629.6
274.0
5.5
1.5
5.3
121.1
1.4
(6.5)
6.6
2,038.5
1,524.3
276.0
6.9
3.7
7.7
194.0
3.7
(10.2)
10.2
2,016.3
Notes to the financial statements (continued)
For the year ended 30 April 2018
15. Financial risk management (continued)
Metcash has also provided a put option to co-investors in a Hardware joint venture for their ownership interest in an equity-accounted
investment. The holders of this put option have the right to put this investment back to the Group under certain prescribed
circumstances. The put option purchase price is defined within the option deed and is active until April 2022. The put option
consideration is estimated to be $9.2 million (FY17: $10.9 million).
In addition to the above contingent put options, the Group has recognised a liability of $5.3 million (FY17: $7.7 million) in respect of two
put options written over non-controlling interests in non-wholly owned subsidiaries within the Hardware segment. These put option
arrangements allow minority shareholders to sell their equity interests to Metcash, subject to specific terms and conditions. These put
options are measured at the present value of the redemption amount under the option as set out in the above maturity table.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s bank debt obligations with a
floating interest rate.
Metcash manages this risk by entering into interest rate swap contracts with various major Australian banks. At 30 April 2018, the
principal hedged was $90.0 million with a weighted average hedge maturity of 2.4 years and a weighted average base interest rate of
2.3%. The Group considers these derivatives to be effective hedges in accordance with AASB 139 Financial Instruments: Recognition and
Measurement and therefore treats them as cash flow hedges. These interest rate swap contracts are exposed to fair value movements
based on changes to the interest rate curve.
At the reporting date, the Group had the following mix of financial assets and liabilities exposed to Australian variable interest rate risk
that, except as indicated, are not designated in cash flow hedges:
Financial assets
Cash and cash equivalents
Financial liabilities
Bank loans – syndicated
US private placement
Bilateral loan
Less: Interest rate swaps notional principal value - designated as cash flow hedges
Net exposure
FY18
$m
FY17
$m
161.2
96.5
(90.0)
(23.3)
(1.2)
90.0
(24.5)
136.7
(150.0)
(23.3)
-
150.0
(23.3)
73.2
The Group's treasury policy requires core debt to be hedged between a minimum and maximum range over certain maturity periods.
Core debt is defined as the minimum level of drawn debt which is expected to occur over the year. As at 30 April 2018, the interest rate
swap hedges of $90.0 million fell within the required range.
* The Group has granted two contingent put options, which are not included in the above maturity analysis table. These options are
recognised at a fair value of nil.
Sensitivity analysis
Metcash has a 26.0% ownership interest in Ritchies Stores Pty Ltd (Ritchies), which is recognised as an equity-accounted investment in
the Group's balance sheet (refer note 7). The remaining shareholders in Ritchies have the right to put their 74.0% ownership interests
to Metcash subject to a margin related annual financial hurdle (‘hurdle’) being achieved.
The put options can be exercised annually during a prescribed period immediately following the approval of Ritchies annual financial
statements or in certain limited circumstances by individual shareholders within a prescribed period. The put options can, however,
only be exercised during these periods if Ritchies achieved the hurdle in the previous financial year.
Should the hurdle be achieved and the shareholders elect to exercise the put option, the purchase consideration payable by Metcash is
based on a multiple of the prior year reported earnings adjusted for a number of material factors that are subject to commercial
negotiation and agreement between the parties.
As the hurdle was not achieved for the financial year ended June 2017, it is not possible to determine the specific consideration that
would have been payable under the put option agreement at that time. However, assuming the financial hurdle had been achieved,
and based on Ritchies reported financial results for the year ended June 2017, Metcash estimates that the consideration payable in
respect of the Ritchies 2017 financial year would have been between $120 million and $135 million.
The determination of the put option consideration and the maturity date include a number of potentially material judgements and
estimates and therefore the actual consideration and timing could vary.
The put option agreement terminates when Metcash ceases to hold shares in Ritchies or if Ritchies lists on the ASX.
A 0.25% change in interest rates is estimated to result in a $0.2 million (FY17: $0.3 million) change in the Group’s net profit after tax and
a $0.4 million (FY17: $0.6 million) change in the Group’s other comprehensive income. The movements in profit are due to higher/lower
interest costs from variable rate bank debt and other loans net of interest rate derivatives that hedge core debt. The movement in
other comprehensive income is due to cash flow hedge fair value adjustments on interest rate swap contracts.
These movements have been selected as they are considered reasonable, given the current economic climate and the current levels of
short and long term Australian interest rates. It is assumed within this calculation that all other variables have been held constant. It
also includes the impact of the Group’s interest rate derivatives that hedge core debt.
Credit risk
Trade receivables and loans
The Group trades with a large number of customers and it is Group policy that all customers who wish to trade on credit terms are
subject to credit verification procedures. In addition, where a loan has been provided, the Group will obtain security over certain assets
of the customer wherever possible.
Receivables and loans are monitored on an ongoing basis and a formal review of all balances occurs every six months. Where
necessary, appropriate provisions are established.
As identified in note 6, the current level of impairment provision represents 5.1% (FY17: 6.0%) of the Group’s receivables and loans.
Metcash Group | Financial Report FY18
50
Metcash Group | Financial Report FY18
51
76 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
15. Financial risk management (continued)
Leases
The Group is exposed to credit risk on ‘back-to-back’ arrangements contained within its property leases where Metcash has
subleased properties to retailers. Material lease arrangements are regularly reviewed and appropriate provisions are established
when such arrangements are deemed onerous. Refer note 12 for further details.
Derivative financial instruments
The Group’s derivative financial instruments are with financial institutions with credit ratings of AA- to A and at 30 April 2018, the mark-
to-market position of derivative financial assets is $10.7 million. This valuation includes a credit valuation adjustment of $0.8 million
attributable to derivatives counterparty default risk. The changes in counterparty risk had no material effect in the hedge effectiveness
assessment for derivatives designated in hedge relationships and other financial instruments recognised at fair value.
Other
There are no significant concentrations of credit risk within the Group.
Foreign currency risk
The Group is exposed to foreign exchange fluctuations on transactions and balances in respect of business units in New Zealand and
China. These operations represent less than 2% of total sales and total profit after tax, and as such the exposure is minimal.
In addition, the Group undertakes some foreign currency transactions when purchasing goods and services. The Group enters into
forward foreign exchange contracts to manage the risk associated with anticipated purchase commitments denominated in foreign
currencies.
The amount of foreign exchange cover is based on anticipated future purchases in light of current conditions in foreign markets,
commitments from customers and experience.
The Group’s exposure to foreign exchange risk on principal and interest payments in relation to the US$25.0 million USPP facility have
been hedged using cross currency interest rate swaps (see note 11).
16. Capital management
For the purpose of the Group’s capital management, capital includes all accounts classified as equity on the statement of financial
position. The Board’s intention is to retain adequate funds within the business to reinvest in future growth opportunities and
otherwise return surplus capital to shareholders.
On 25 June 2018, the Board determined to pay a fully franked FY18 final dividend of 7.0 cents per share. Consistent with the Board’s
communicated target, this represents a full year dividend payout ratio of ~60% of Underlying Earnings Per Share.
The Board and management set out to maintain appropriate Statement of Financial Position ratios. Certain Statement of Financial
Position ratios are also imposed under the Group’s banking facilities (refer to note 11).
Management monitor capital through the gearing ratio (net debt / net debt plus total equity). The gearing ratios at 30 April 2018 and
30 April 2017 were (3.2)% (negative representing a net cash position) and 4.7% respectively.
Other than the Board’s announcement regarding dividends, no changes were made in objectives, policies or processes for
managing capital during the reporting periods presented.
17. Commitments
Operating leases
The Group has a number of back-to-back leases for retail stores, which are contracted at substantially offsetting terms and
conditions. The Group also leases distribution centres, offices and warehouse equipment. Contingent rentals are payable to reflect
movements in the Consumer Price Index on certain leases and to reflect the turnover of certain stores.
Future minimum rentals payable under operating leases as at 30 April are as follows:
Within 1 year
After 1 year but not more than 5 years
More than 5 years
Aggregate lease expenditure contracted for at reporting date
Future lease payments receivable under sub-leases as at 30 April are as follows:
Within 1 year
After 1 year but not more than 5 years
More than 5 years
Aggregate lease income contracted for at the reporting date
Capital expenditure commitments
The Group had no material commitments for capital expenditure at 30 April 2018.
FY18
$m
207.0
602.5
563.6
1,373.1
FY18
$m
77.7
249.2
252.0
578.9
FY17
$m
210.5
642.3
638.9
1,491.7
FY17
$m
78.6
259.9
278.5
617.0
Metcash Group | Financial Report FY18
52
Metcash Group | Financial Report FY18
53
78 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
18. Related party disclosures
A list of the Group’s subsidiaries is included in Appendix C and a list of equity-accounted investments is included in Appendix D.
Material transactions and balances with related parties - Group
Transactions with related parties – Equity-accounted investments
Sales revenue
Lease charges
Acquisition of shares in joint ventures and associates
Dividends received
Balances with related parties – Equity-accounted investments
Trade receivables – gross
Provision for impairment
Loans receivable – gross
Provision for impairment
FY18
$m
1,278.6
15.7
3.4
1.1
115.5
(4.8)
110.7
6.5
(5.5)
1.0
FY17
$m
1,272.9
13.1
-
5.2
106.1
(3.8)
102.3
6.8
(6.8)
-
In addition to the above transactions, the Group recorded a significant items impairment expense in FY18, due primarily to the loss
of its supply relationship with Drakes. The impairment expense factors in Metcash’s trading relationship with Dramet Holdings Pty
Ltd, a joint venture between Metcash and Drakes. Refer note 3(vii) for further information.
Transactions and balances with related parties – Parent entity
Details of key related party transactions and balances in the accounts of the parent entity are set out in note 20.
Compensation of key management personnel of the Group
Short-term
Long-term
Post-employment
Termination benefits
Share-based payments
FY18
$m
9.8
0.8
0.2
-
0.5
11.3
FY17
$m
9.6
0.2
0.2
-
1.0
11.0
Other transactions with key management personnel
Mr Patrick Allaway is a director of Fairfax Media Limited. Ms Fiona Balfour is a former director of Salmat Limited and TAL (Dai–ichi
Life Australia) Limited. Ms Tonianne Dwyer is a director of Dexus Property Group. Mr Rob Murray is a director of Southern Cross
Media Group Limited and was a former director of Linfox Logistics Pty Ltd. Ms Helen Nash is a director of Inghams Enterprises Pty
Limited, Blackmores Limited and Southern Cross Media Group Limited; and a former director of Pacific Brands Group Limited. Ms
Anne Brennan is a director of Rabobank Australia Limited and Charter Hall Limited.
Metcash has business relationships with the above entities, including supply of trading goods and services, interest-bearing
borrowings and derivatives, property leases, and property management and development. The Rabobank Group provides a working
capital facility, a syndicated bank facility and derivative financial instruments to Metcash.
All transactions with the above entities are conducted on an arm’s length basis in the ordinary course of business.
19. Share-based payments
Description of share-based payment arrangements
The Group currently has one active share-based incentive scheme for employees - the Long Term Incentive (LTI) scheme. Grants
under the scheme are subject to two performance conditions: Relative Total Shareholder Return (‘RTSR’) and Underlying Earnings
per Share Compound Annual Growth Rate (‘UEPS CAGR’) over a three year period specific under each grant.
At 30 April 2018, there are two outstanding grants under the LTI scheme, the LTI (FY17- FY19) and LTI (FY18- FY20), representing two
different three-year performance periods.
The Additional Transformation Incentive (‘ATI’) was granted to the former Group CEO and the Group CFO in FY15. During the current
year, the participants voluntarily requested that the Board cancel the plan, which was accepted by the Board. This resulted in the
plan being cancelled and the acceleration of the remaining accounting expense in FY18.
The Board applied its discretion not to keep the CEO Supermarkets & Convenience Commencement Grant issued in FY16 to Mr Cain
on foot upon Mr Cain’s resignation. The plan included a service component and a performance component based on the earnings of
the Supermarkets business over a four-year period from 1 May 2016 to 30 April 2020. Accordingly, this forfeiture resulted in the
reversal of the expense recognised for years FY16 and FY17 of $0.7 million in FY18.
Measurement of fair values
LTI Performance Rights
The weighted average inputs to the valuation of LTI performance rights valued at grant date using the Black-Scholes option pricing
model are as follows:
Dividend yield
Risk free rate
Expected volatility
Days to vesting
Exercise price
Share price at grant date
Fair value at grant date
LTI
FY18 – FY20
(UEPS)
LTI
FY17 – FY19
(UEPS)
3.0%
1.9%
42.0%
1,120
-
$2.51
$2.33
2.5%
1.5%
41.0%
1,127
-
$2.03
$1.88
The weighted average inputs to the valuation of LTI performance rights valued at grant date using the Monte Carlo option pricing
model are as follows:
Dividend yield
Risk free rate
Expected volatility
Days to vesting
Exercise price
Share price at grant date
Fair value at grant date
LTI FY18 – FY20
(RTSR)
LTI FY17 – FY19
(RTSR)
3.0%
1.9%
42.0%
1,120
-
$2.51
$1.55
2.5%
1.5%
41.0%
1,127
-
$2.03
$1.27
Service and non-market performance conditions attached to the grants were not taken into account in measuring fair value. Market
performance conditions associated with the grants have been reflected in the fair value measurement. Expected volatility is based on
an evaluation of the historical volatility of Metcash’s share price, particularly over the historical period commensurate with the
expected term. Performance rights are only exercisable on their vesting date.
Metcash Group | Financial Report FY18
54
Metcash Group | Financial Report FY18
55
80 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
19. Share-based payments (continued)
Reconciliation of outstanding performance rights
The following table illustrates the movement in the number of performance rights during the year:
Outstanding at the beginning of the year
Granted during the year – LTI
Expired/forfeited during the year – LTI
Outstanding at the end of the year
FY18
Number
FY17
Number
8,192,019
3,410,670
(6,942,613)
4,660,076
12,497,505
3,405,652
(7,711,138)
8,192,019
The outstanding balance of performance rights as at 30 April 2018 is represented by:
Scheme name
LTI FY17 – FY19
LTI FY18 – FY20
Total outstanding at the reporting date
Key terms and conditions
Vesting date
15 August 2019
15 August 2020
Total
outstanding
(number)
2,133,960
2,526,116
4,660,076
Exercisable
(number)
Remaining
contractual life
-
-
-
1 year 4 months
2 year 4 months
All performance rights associated with the above schemes are equity-settled performance rights and were issued under the Metcash
Executives and Senior Managers Performance Rights Plan (Rights Plan). Fully paid ordinary shares issued under this plan rank equally
with all other existing fully paid ordinary shares in respect of voting and dividends rights.
The key terms of the Rights Plan include:
•
•
•
•
Each performance right is an entitlement to receive a fully paid ordinary share in the Company on terms and conditions
determined by the Board, including vesting conditions linked to service and performance over a three year period;
Performance rights which do not vest are forfeited;
Performance rights are offered at no cost to participants;
Performance rights do not carry voting or dividend rights, however shares allocated upon vesting of performance rights will
carry the same rights as other ordinary shares;
• Ordinarily, in the event of cessation of employment, a KMP’s unvested performance rights will lapse; however this is subject
to Board discretion, which may be exercised in circumstances including death and disability, retirement, redundancy or
special circumstances;
• When testing performance conditions, the Board has full discretion in relation to its calculation and to include or exclude
items if appropriate, including to better reflect shareholder expectations or management performance;
Some or all of a participant’s performance rights may vest even if a performance condition has not been satisfied, if, using its
discretion, the Board considers that to do so would be in the interests of the Group; and
If there is a change in control of the Group, the Board retains full discretion to vest or lapse some or all performance rights.
•
•
Notes to the financial statements (continued)
For the year ended 30 April 2018
20. Information relating to Metcash Limited (the Parent Company)
In accordance with the amendment to the Corporations Act 2001, Metcash Limited (the Parent Company) has replaced the separate
entity financial statements with the following note.
Statement of financial position
Current assets – amounts receivable from subsidiaries
Non-current assets – investments in subsidiaries
Total assets
Current liabilities – loans payable to subsidiaries
Net assets
Contributed equity
Accumulated losses
Profit reserve
Share-based payments reserve
Total equity
Statement of comprehensive income
Dividends received from subsidiaries
Other transactions
Net profit for the year
Total comprehensive income for the year, net of tax
FY18
$m
FY17
$m
1,535.5
941.1
2,476.6
(2,062.5)
414.1
600.0
(1,265.4)
1,075.9
3.6
414.1
28.3
-
28.3
28.3
1,633.9
941.1
2,575.0
(2,089.1)
485.9
3,151.1
(3,817.4)
1,150.0
2.2
485.9
1,155.1
-
1,155.1
1,155.1
Profit reserve
During FY17, the Parent Company established a profit reserve within its separate financial statements, in accordance with the
Company’s constitution. During the current financial year, the FY17 final dividend of $43.9 million and FY18 interim dividend of
$58.5 million were paid and sourced from the profit reserve. Prior to the end of the current financial year, $28.3 million of the profit
generated in FY18 was credited into the profit reserve.
Capital reduction
The Parent Company undertook a capital reduction in FY18 to reduce its share capital by $2,551.1 million to $600.0 million, in
accordance with section 258F of the Corporations Act 2001. The reduction was allocated in full to the accumulated losses account in
the Parent Company with no impact on the net assets of the Parent Company or the Group. On consolidation, the share capital of
the Group has been adjusted by $1,119.3 million to reflect the revised share capital of the Parent Company.
Closed Group
The Parent Company has provided guarantees as part of the Closed Group arrangements as disclosed in Appendix C.
Metcash Group | Financial Report FY18
56
Metcash Group | Financial Report FY18
57
82 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
21. Auditors remuneration
Amounts received or due and receivable by EY Australia for:
- an audit or review of the financial statements of the entity and any other entity in the Group
- other assurance related services
Other services in relation to the entity and any other entity in the Group
- tax compliance and advisory services
- other advisory services
FY18
$
FY17
$
2,033,000
-
2,033,000
472,000
207,000
679,000
2,712,000
1,620,000
-
1,620,000
597,000
818,000
1,415,000
3,035,000
22. Earnings per share
The following reflects the income data used in the basic and diluted earnings per share (EPS) computations:
Earnings used in calculating basic and diluted EPS
Net (loss)/profit attributable to ordinary equity holders of Metcash Limited
The following reflects the share data used in the basic and diluted EPS computations:
Weighted average number of ordinary shares used in calculating basic EPS
Effect of dilutive securities
Weighted average number of ordinary shares used in calculating diluted EPS
FY18
$m
FY17
$m
(149.5)
171.9
FY18
Number
FY17
Number
975,641,876
2,212,796
977,854,672
958,778,523
1,248,511
960,027,034
At the reporting date, 4,660,076 performance rights (FY17: 8,192,019) were outstanding, of which 2,447,280 (FY17: 5,513,143) were not
included in the calculation of diluted EPS as they are not dilutive for the periods presented. Refer note 19 for more details about
performance rights.
23. Business combinations
Home Timber & Hardware (‘HTH’)
On 2 October 2016, the Group acquired 100% of the shares of Danks Holdings Pty Limited (the holding company for Home Timber &
Hardware or ‘HTH’) for a total purchase consideration of $178.7 million. HTH is an integrated hardware wholesaler and retailer,
including the Home Timber & Hardware, Thrifty-Link, Hardings and Hudson Building Supplies retail brands. The acquisition created
a ~$2 billion hardware business servicing a retail network of ~750 bannered stores and a further ~500 unbannered stores.
The purchase consideration of $178.7 million was fully paid in cash and allocated as follows.
Purchase consideration
Cash consideration
Less: Cash and bank balances acquired
Net cash outflow on acquisition, before transaction costs
Net assets acquired
Trade receivables and loans
Inventories
Property, plant and equipment and software
Goodwill
Deferred tax assets
Trade payables and provisions
Net assets, at acquisition date fair value
Total
$m
193.5
(14.8)
178.7
170.1
100.7
31.5
8.9
4.2
(136.7)
178.7
The acquisition date fair values ascribed to net assets in the FY17 annual report were based on a preliminary accounting
assessment. During the current financial year, fair values have been adjusted mainly for an increase of $3.4 million in property, plant
and equipment and software development costs and a reduction of $13.1 million in trade payables and provisions. This was partly
offset by a reduction of $5.3 million in inventories and $5.5 million in deferred tax assets. This resulted in a decrease of $7.8 million
in goodwill. There were no significant changes to the post-acquisition period income statement included within the FY17 annual
report.
The carrying amount of acquired trade receivables includes a provision for amounts estimated to be uncollectible at the date of
acquisition.
Other business combinations
During the year, the Group entered into a number of other business combinations that were not material to the Group, individually
or in aggregate. The total purchase consideration for these businesses was $15.3 million, including $10.1 million of cash
consideration, of which $4.9 million was allocated to goodwill.
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84 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
24. Contingent assets and liabilities
Appendix A - Financial reporting changes from the adoption of new accounting standards
Bank guarantees to third parties in respect of property lease obligations
Bank guarantees in respect of Work Cover
FY18
$m
19.4
2.9
FY17
$m
16.7
11.3
Financial guarantee contracts
The Group has granted a financial guarantee contract relating to the bank loan of a joint venture, Adcome Pty Ltd. Under the contract,
the bank has the right to require Metcash to repay the debt under certain prescribed circumstances of default. The estimate of the
maximum amount payable in respect of the guarantee, if exercised, is $47.5 million (FY17: $47.5 million).
Had the guarantee been exercised at 30 April 2018, the amount payable would have been $43.6 million (FY17: $43.9 million). The fair
value of the financial guarantee contract at the reporting date was $1.5 million (FY17: $3.7 million) and is recognised as a financial
liability.
Put options
Refer note 15 for details of put options outstanding at balance sheet date.
25. Subsequent events
Other than matters disclosed in this report, there were no events that have occurred after the end of the financial year that would
materially affect the reported results or would require disclosure in this report.
(a) AASB 15 Revenue from Contracts with Customers
(c) AASB 16 Leases
AASB 15 Revenue from Contracts with Customers is applicable to the
Group effective FY19 and will supersede all current revenue
recognition requirements under Australian Accounting Standards.
The Group plans to apply the full retrospective method in adopting
the new standard, resulting in the restatement of certain FY18
comparative information presented in this financial report.
The Group has not concluded its assessment of the impact upon
adoption of AASB 15. However, the key financial effects of the
Group’s adoption of the new standard are expected to be as follows:
(a) Charge-through sales
From time to time, the Group’s customers enter into contracts to
acquire goods that are delivered directly from suppliers. In these
arrangements, Metcash provides procurement and settlement
services through its charge-through platform and, in some cases,
cross-docking facilities. The Group is considering whether it is
primarily responsible for fulfilling the customer orders under these
arrangements and whether it bears material inventory risk before or
after the goods have been transferred to the customer.
Under the current accounting policy, charge-through transactions
are reported within revenue primarily on the basis that the Group
retains full exposure to credit risk on these transactions. Under AASB
15, Metcash is considering whether it is an ‘agent’ in these
transactions, with respect to the degree of control exercised over the
goods before they are transferred to the customer.
Accordingly, upon adoption of AASB 15, charge-through sales may
be reported on a net “commission” basis, which would result in a
reduction of approximately $2 billion of revenue. This presentation
change will have no impact on gross profit or net income.
(b) Other changes
There may be other classification and presentation changes
between revenue and other lines within gross profit. These
presentation changes are not expected to have a significant impact
on gross profit or net income.
(b) AASB 9 Financial Instruments
In December 2014, the AASB issued AASB 9 Financial Instruments
which is applicable to the Group effective FY19. AASB 9 will replace
the requirements of AASB 139 Financial Instruments: Recognition and
Measurement and bring together the classification, measurement,
impairment and hedge accounting requirements for financial
instruments.
The Group has performed a preliminary impact assessment of AASB
9. Overall, the Group expects no significant impact on its statement
of financial position and equity, except for the effect of applying the
impairment requirements of AASB 9. The Group expects an increase
in the loss allowance in receivables resulting in a negative impact on
equity. In addition, the Group may implement changes in
classification of certain financial instruments.
AASB 16 Leases is applicable to the Group effective FY20 and will
supersede current accounting requirements in relation to leases
under Australian Accounting Standards. The Group has not
concluded its assessment of the impact upon adoption of AASB 16.
However, the new standard is expected to have a significant impact
on the Group’s balance sheet and income statement, given the
volume and maturity profile of the Group’s property and other leases
(see note 17).
The key financial effects of the Group’s adoption of the new standard
are expected to be as follows:
(a) Metcash-occupied properties
Leasehold properties occupied by the Group primarily include
distribution centres, Campbells warehouses, corporate stores and
offices. For these properties, the balance sheet will be adjusted to
recognise a depreciating non-financial asset and an associated
financial liability. The financial liability will be measured at the net
present value of future payables under the lease, including optional
renewal periods, where the Group assesses that the probability of
exercising the renewal is reasonably certain. On transition, the
financial asset will be measured, on a case by case basis, at either (a)
the value of the financial liability; or (b) the depreciated value of the
financial asset as if AASB 16 had always been applied.
In the income statement, net rental expense will be replaced by a
‘front-loaded’ net interest expense and a straight-lined depreciation
expense. This is expected to significantly rebase the Group’s
earnings before interest and tax (‘EBIT’) and returns on funds
employed (‘ROFE’), both of which are key financial measures used by
the business.
(b) Back-to-back leases
In addition, Metcash has a portfolio of long-term ‘back-to-back’
property leases which secure competitive retail sites on behalf of the
independent retail network. Cash flows under these arrangements
substantially offset each other.
For back-to-back leases, the adoption of AASB 16 will result in the
recognition of a financial asset and financial liability, representing
the present value of future cash flows on the sublease and the head
lease, respectively. Both categories of financial instruments are
expected to generate interest (income and expense, respectively)
resulting from the unwinding of the discount over the lease term.
The impact of interest income and expense is expected to materially
offset within the income statement.
The recoverability of the financial asset will be assessed at least at
each reporting date.
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Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Appendix B – Summary of significant accounting policies
Appendix B – Summary of significant accounting policies
BASIS OF ACCOUNTING
The financial statements are a general purpose financial report that has
been prepared in accordance with the requirements of the Corporations
Act 2001 and Australian Accounting Standards and other authoritative
pronouncements of the Australian Accounting Standards Board.
•
AASB 2014-10 Amendments to Australian Accounting Standards –
Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture.
The above standards are not expected to have a significant impact on
the Group’s financial statements in the year of their initial application.
The financial statements have been prepared using the historical cost
basis except for derivative financial instruments and share-based
payments which are measured at fair value.
The financial statements are presented in Australian dollars and all
values are rounded to the nearest $100,000 unless otherwise stated
under the option available to the Company under ASIC Corporations
Instrument 2016/191. The Company is an entity to which the legislative
instrument applies.
The current financial year comprises the 52 week period that
commenced on 1 May 2017 and ended on 29 April 2018. The prior
financial year comprises the 53 week period that commenced on 25
April 2016 and ended on 30 April 2017.
STATEMENT OF COMPLIANCE
The financial statements comply with Australian Accounting Standards.
The financial statements also comply with International Financial
Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).
(a) Changes in accounting policy
The Group adopted all new and amended Australian Accounting
Standards and Interpretations that became applicable during the
current financial year. The adoption of these Standards and
Interpretations did not have a significant impact on the Group’s
financial results or statement of financial position.
BASIS OF CONSOLIDATION
Controlled entities
The financial statements comprise the consolidated financial
statements of Metcash Limited and its controlled entities for the year
ended 30 April 2018. Refer Appendix C for a list of significant controlled
entities.
Controlled entities are all those entities over which the Group is
exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its
power over the entity.
Business combinations
The acquisition of controlled entities is accounted for using the
purchase method of accounting. The purchase method of accounting
involves allocating the costs of the business combination to the
acquisition date fair value of net assets acquired, including intangible
assets, contingent liabilities and contingent consideration.
Arrangements within certain business combinations entitle the non-
controlling interests to require the Group to acquire their
shareholding via exercise of a put option, subject to specific terms
and conditions. Where such an arrangement is deemed to be part of
the business combination, a financial liability is recognised on the
acquisition date measured at the present value of the redemption
amount under the arrangement.
All accounting policies are consistent with those applied in the previous
financial year.
Consolidation procedures
(a) Australian Accounting Standards issued but not yet effective
A number of new accounting standards (including amendments and
interpretations) have been issued but were not effective as at 30 April
2018. The Group has elected not to early adopt any of these new
standards in these financial statements.
Appendix A outlines the expected impact of AASB 15, AASB 9 and AASB
16 on the Group’s financial statements in the respective years of their
initial application. Other standards in issue that are applicable to the
Group in future financial periods as follows:
•
•
•
•
•
•
•
AASB 2016-5 Amendments to Australian Accounting Standards –
Classification and Measurement of Share-based Payment
Transactions;
AASB 2017-1 Amendments to Australian Accounting Standards –
Transfers of Investments Property, Annual Improvements 2014-
2016 Cycle and Other Amendments;
AASB Interpretation 22 Foreign Currency Transactions and
Advance Consideration;
AASB 2017-6 Amendments to Australian Accounting Standards –
Prepayment Features with Negative Compensation;
AASB 2017-7 Amendments to Australian Accounting Standards –
Long-term Interests in Associates and Joint Ventures;
Annual Improvements to IFRS Standards 2015-2017 Cycle;
AASB Interpretation 23 Uncertainty over Income Tax Treatments;
and
Controlled entities are consolidated from the date on which control is
transferred to the Group and cease to be consolidated from the date
on which control is transferred out of the Group.
In preparing the consolidated financial statements, all intercompany
balances and transactions have been eliminated in full.
Non-controlling interests are allocated their share of total
comprehensive income and are presented as a separate category
within equity.
The financial statements of controlled entities are prepared for the
same reporting period as the parent entity, using consistent
accounting policies. For those controlled entities with non-
coterminous year ends, management accounts for the relevant
period to the Group’s reporting date have been consolidated. In the
opinion of the Directors, the expense of providing additional
coterminous statutory accounts, together with consequential delay
in producing the Group’s financial statements, would outweigh any
benefit to shareholders.
Separate financial statements
Provision for rental subsidy, onerous contracts and restructuring
Investments in entities controlled by Metcash Limited are accounted
for at cost in the separate financial statements of the parent entity
less any impairment charges. Dividends received from controlled
entities are recorded as income in the separate financial statements
of the parent entity, and do not impact the recorded cost of the
investment unless the dividends effectively represent a return of
capital.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange
differences arising from the translation of the financial statements of
foreign subsidiaries. It is also used to record the effect of hedging net
investments in foreign operations.
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND
ASSUMPTIONS
(a) Significant accounting judgements
In the process of applying the Group’s accounting policies, the
following judgements were made, apart from those involving
estimations, which have a significant effect on the amounts
recognised in the financial statements.
Assessment of control and joint control
Determining the existence of control, joint control or significant
influence over the Group’s acquisitions. Where the Group exercises
significant influence or joint control, the acquisitions are accounted
for as joint arrangements (refer Appendix B.7); and where the Group
exercises control, the acquisitions are accounted for as business
combinations (refer Appendix B.3).
Supplier income
The recognition and measurement of supplier income requires the
use of judgement, due to a high degree of variability and complexity
in arrangements with suppliers, and due to timing differences
between stock purchases and the provision of promotional services.
Purchase price allocation
Determining the acquisition date fair value of assets acquired and
liabilities assumed on acquisition of controlled entities.
Contractual customer relationships
Identifying those acquired relationships with customers that meet
the definition of separately identifiable intangibles that have a finite
life.
(b) Significant accounting estimates and assumptions
The carrying amounts of certain assets and liabilities are often
determined based on estimates and assumptions of future events.
The key estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of certain
assets and liabilities within the next annual reporting period are:
Impairment of goodwill
The Group determines whether goodwill is impaired on an annual
basis. This requires an estimation of the recoverable amount of the
cash generating units to which the goodwill is allocated. The
assumptions used in this estimation of the recoverable amount and
the carrying amount of goodwill are discussed in note 9.
The Group recognises provisions for rental agreements on acquisition
(refer note 12 for further discussion). In measuring these provisions,
assumptions are made about future retail sales, rental costs and in
determining the appropriate discount rate to be used in the cash flow
calculations.
The Group has recognised a provision in accordance with the
accounting policy described in Appendix B.15. The Group assesses
obligations for onerous contracts on retail and other head lease
exposures, property make-good, restructuring and other costs. These
estimates are determined using assumptions on retail and
warehouse profitability, property related costs, customer support
requirements, redundancy and other closure or restructure costs.
Impairment of equity-accounted investments
The Group assesses the recoverable amount of its equity-accounted
investments when objective evidence of impairment is identified. In
assessing the recoverable amount, assumptions are made about the
growth prospects of the investment and in determining the discount
rate used to calculate the net present value of future cash flows when
a discounted cash flow model is used.
TRADE AND OTHER RECEIVABLES
Trade receivables are recognised and carried at original invoice
amount less a provision for any uncollectable debts. An estimate for
doubtful debts is made when collection of the full amount is no
longer probable and an allowance for impairment loss is recognised,
measured as the difference between the carrying amount of the
receivables and the estimated future cash flows expected to be
received from relevant debtors. Bad debts are written off as incurred.
Trade receivables provided as security under the Group’s
securitisation facility are only derecognised when the receivable is
settled by the debtor as the Group retains the significant risks and
rewards associated with these receivables until settlement is
received.
DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments are initially recognised at fair value
on the date at which a derivative contract is entered into and are
subsequently remeasured to fair value.
The fair value of derivative contracts is determined by reference to
market values for similar instruments. Derivatives are carried as
assets when their fair value is positive and as liabilities when their fair
value is negative. Any gains or losses arising from changes in the fair
value of derivatives, except for those that qualify as cash flow hedges,
are taken directly to profit or loss for the year.
Instruments that meet the strict criteria for hedge accounting are
classified as:
•
•
fair value hedges, when they hedge the exposure to changes in
the fair value of a recognised asset or liability; or
cash flow hedges, when they hedge the exposure to variability
in cash flows that is attributable either to a particular risk
associated with a recognised asset or liability or to a forecast
transaction.
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88 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Appendix B – Summary of significant accounting policies
Appendix B – Summary of significant accounting policies
Fair value hedges
The change in the fair value of the hedged item attributable to the
risk hedged is recorded as part of the carrying value of the hedged
item and is also recognised in the income statement as finance costs.
If the hedged item is derecognised, the unamortised fair value is
recognised immediately in profit or loss.
When an unrecognised firm commitment is designated as a hedged
item, the subsequent cumulative change in the fair value of the firm
commitment attributable to the hedged risk is recognised as an asset
or liability with a corresponding gain or loss recognised in the profit
and loss.
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is
recognised in other comprehensive income and carried forward to
the cash flow hedge reserve, while any ineffective portion is
recognised immediately in the income statement as finance costs.
Amounts recognised as other comprehensive income are transferred
to profit or loss when the hedged transaction affects profit or loss,
such as when the hedged financial income or financial expense is
recognised or when a forecast sale occurs. When the hedged item is
the cost of a non-financial asset or non-financial liability, the
amounts recognised as other comprehensive income are transferred
to the initial carrying amount of the non-financial asset or liability.
If the forecast transaction or firm commitment is no longer expected
to occur, the cumulative gain or loss previously recognised in equity
is transferred to the income statement. If the hedging instrument
expires or is sold, terminated or exercised without replacement or
rollover, or if its designation as a hedge is revoked, any cumulative
gain or loss previously recognised in other comprehensive income
remains in other comprehensive income until the forecast
transaction or firm commitment affects profit or loss.
Cash flow hedge reserve
The cash flow hedge reserve records the portion of the unrealised
gain or loss on a hedging instrument in a cash flow hedge that is
determined to be an effective hedge.
Current versus non-current classification
Derivative instruments are classified as current or non-current or
separated into current and non-current portions based on an
assessment of the facts and circumstances including the underlying
contracted cash flows.
EQUITY-ACCOUNTED INVESTMENTS
The Group’s investments in joint ventures and associates are
accounted for using the equity method. Associates are those entities
over which the Group exercises significant influence, but not control
or joint control, over the financial and operating policies. A joint
venture is an arrangement in which the Group has joint control,
whereby the Group has rights to the net assets of the joint venture.
Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant
activities require unanimous consent of the parties sharing control
Equity-accounted investments are carried in the statement of
financial position at cost plus post-acquisition changes in the Group’s
share of net assets of the investee, less any impairment in value.
For those associates and joint ventures with non-coterminous year
ends, management accounts for the relevant period to the Group’s
reporting date have been equity-accounted. In the opinion of the
Directors, the expense of providing additional coterminous statutory
accounts, together with consequential delay in producing the
Group’s financial statements, would outweigh any benefit to
shareholders.
INVENTORIES
Inventories are valued at the lower of cost or net realisable value.
Costs incurred in bringing each product to its present location and
condition are accounted for using the standard cost method. Cost is
determined by deducting from the supplier’s invoice price any
purchase incentives.
Net realisable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
PROPERTY, PLANT AND EQUIPMENT
Recognition and measurement
All classes of property, plant and equipment are measured at cost
less accumulated depreciation and any accumulated impairment
losses.
Depreciation
Depreciation is provided on a straight-line basis on all property, plant
and equipment, other than freehold land and assets under
construction. Major depreciation periods are:
Freehold buildings
Plant and equipment
Derecognition
FY18
FY17
25-50 years
2-20 years
25-50 years
2-20 years
An item of property, plant and equipment is derecognised upon
disposal or when no future economic benefits are expected to arise
from the continued use of the asset.
Any gain or loss arising on derecognition of the asset (calculated as
the difference between the net disposal proceeds and the carrying
amount of the item) is included in the statement of comprehensive
income in the period the item is derecognised.
Retail development assets
Costs incurred in respect of a greenfields development which
involves the lease or acquisition of land and subsequent construction
of a retail store or shopping centre are capitalised as assets under
construction and included in property, plant and equipment. On
conclusion of the development the capitalised costs are transferred
to non-current assets held for sale provided they meet the criteria
detailed in Appendix B.21.
INTANGIBLE ASSETS
Recognition and measurement
Intangible assets acquired separately or in a business combination
are initially measured at cost. Following initial recognition, the cost
model is applied to the class of intangible assets.
Intangible assets (excluding software development costs) created
within the business are not capitalised and expenditure is charged
against profits in the period in which the expenditure is incurred.
Goodwill acquired in a business combination is initially measured at
cost; being the excess of the cost of the business combination over
the Group’s interest in the net fair value of the acquiree's identifiable
assets, liabilities and contingent liabilities. Goodwill is not amortised.
Trade names are acquired either through business combinations or
through direct acquisition. Trade names are recognised as intangible
assets where a registered trade mark is acquired with attributable
value. Trade names are valued on a relief from royalty method. Trade
names are considered to be indefinite life intangibles and are not
amortised, unless there is an intention to discontinue use of the
name in which case it is amortised over its estimated remaining
useful life.
Customer contracts are acquired either through business
combinations or through direct acquisition of contractual
relationships. Customer contacts are recognised as intangible assets
when the criteria specified in AASB 138 Intangible Assets have been
met. Customer contracts are valued by applying a discounted cash
flow valuation methodology with consideration given to customer
retention and projected future cash flows to the end of the contract
period. Contractual customer relationships are assessed to have a
finite life and are amortised over the asset’s useful life. The
amortisation has been recognised in the statement of comprehensive
income in the line item ’administrative costs‘.
Software development costs incurred on an individual project are
capitalised at cost when future recoverability can reasonably be
assured and where the Group has an intention and ability to use the
asset. Following the initial recognition of software development
costs, the asset is carried at cost less any accumulated amortisation
and accumulated impairment losses. Any costs carried forward are
amortised over the assets’ useful economic lives.
Derecognition
Gains or losses arising from derecognition of an intangible asset are
measured as the difference between the net disposal proceeds and
the carrying amount of the asset and are recognised in the statement
of comprehensive income when the asset is derecognised.
When goodwill forms part of a group of cash generating units and an
operation within that unit is disposed of, the goodwill associated
with the operation disposed of is included in the carrying amount of
the operation when determining the gain or loss on disposal of the
operation. Goodwill disposed of in this circumstance is measured
based on the relative values of the operation disposed of and the
portion of the groups of cash-generating units retained.
Useful lives
The useful lives of these intangible assets are assessed to be either
finite or indefinite. Where amortisation is charged on assets with
finite lives, this expense is taken to the profit or loss on a straight-line
basis.
The estimated useful lives of existing finite life intangible assets are
as follows:
FY18
FY17
Customer contracts
Software development costs
Other
3-25 years
5-10 years
10 years
3-25 years
5-10 years
10 years
Useful lives are reassessed on an annual basis and adjustments,
where applicable, are made on a prospective basis.
IMPAIRMENT OF NON-FINANCIAL ASSETS
At each reporting date, the Group assesses whether there is any
indication that the value of a non-financial asset may be impaired.
Goodwill and indefinite life intangible assets are tested for
impairment at least annually and more frequently if events or
changes in circumstances indicate that the carrying value may be
impaired.
Where an indicator of impairment exists, the Group makes a formal
estimate of recoverable amount. Where the carrying amount of a
non-financial asset exceeds its recoverable amount the asset is
considered impaired and is written down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell and
value in use. It is determined for an individual asset, unless the
asset’s value in use cannot be estimated to be close to its fair value
less costs to sell and it does not generate cash inflows that are largely
independent of those from other assets or groups of assets. In this
case, the recoverable amount is determined for the cash-generating
unit (CGU) to which the asset belongs.
When the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated pre-tax
future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset.
Impairment losses are recognised in the statement of comprehensive
income.
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90 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Appendix B – Summary of significant accounting policies
Appendix B – Summary of significant accounting policies
EMPLOYEE LEAVE BENEFITS
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits,
annual leave and accumulating sick leave, are recognised in
provisions in respect of employees’ services up to the reporting date.
They are measured at the amounts expected to be paid when the
liabilities are settled. Liabilities due to be settled within 12 months of
the reporting date are classified as current liabilities. Liabilities for
non-accumulating sick leave are recognised when the leave is taken
and are measured at the rates paid or payable.
Long service leave
The liability for long service leave is recognised in the provision for
employee benefits and measured as the present value of expected
future payments to be made in respect of services provided by
employees up to the reporting date. Consideration is given to
expected future wage and salary levels, experience of employee
departures, and periods of service. Expected future payments at the
reporting date are discounted using market yields on high-quality
corporate bonds with terms to maturity that match as closely as
possible, the estimated future cash outflows.
INTEREST-BEARING BORROWINGS
All loans and borrowings are initially recognised at the fair value of
the consideration received net of issue costs associated with the
borrowing.
After initial recognition, interest-bearing borrowings are
subsequently measured at amortised cost using the effective interest
method.
Gains and losses are recognised in profit or loss when the liabilities
are derecognised.
LEASES
Leases are classified at their inception as either operating or finance
leases based on the economic substance of the agreement so as to
reflect the risks and benefits incidental to ownership.
Operating leases - Group as a lessee
Operating leases are those leases where the lessor effectively retains
substantially all of the risks and benefits of ownership of the leased
item. Operating lease payments are recognised as an expense on a
straight-line basis.
Operating leases - Group as a lessor
Leases in which the Group retains substantially all the risks and
benefits of the leased asset are classified as operating leases. Initial
direct costs incurred in negotiating an operating lease are added to
the carrying amount of the leased asset and recognised as an
expense over the lease term on the same basis as rental income.
PROVISIONS
Provisions are recognised when the Group has a present obligation
(legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the
amount of the obligation.
Where the Group expects some or all of a provision to be reimbursed,
for example, under an insurance contract, the reimbursement is
recognised as a separate asset but only when the reimbursement is
probable. The expense relating to any provision is presented in the
statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are
measured at the net present value of the expected future cash
outflows using a current pre-tax rate that reflects the risks specific to
the liability. During each period the provision is increased by an
amount that is equal to the provision multiplied by the discount rate.
This increment, including any change in the value of the provision as
a result of a change in discount rate, is treated as a finance cost in the
Statement of Comprehensive Income.
Provisions for property lease and remediation costs are raised where
the economic entity is committed by the requirements of the lease
agreement. The future lease costs, net of any income from sub-
leasing, are discounted to their net present value in determining the
provision.
SHARE-BASED PAYMENT TRANSACTIONS
The Group provides a portion of senior executive and key employee
remuneration as equity-settled share-based payments, in the form of
performance rights.
The value of the performance rights issued is determined on the date
which both the employee and the Group understand and agree to the
share-based payment terms and conditions (grant date). The value at
grant date is based upon the fair value of a similar arrangement
between the Group and an independent third party and is
determined using an appropriate valuation model. The fair value
does not consider the impact of service or performance conditions,
other than conditions linked to the share price of Metcash Limited
(market conditions). Details of the valuation models used and fair
values for each tranche of performance rights issued are outlined in
note 19.
The fair value of performance rights is recognised as an expense,
together with a corresponding increase in the share-based payments
reserve within equity, over the period between grant date and the
date on which employee becomes fully entitled to the award (vesting
date). This expense is recognised cumulatively by estimating the
number of performance rights expected to vest. This opinion is
formed based on the best available information at the reporting date.
No adjustment is made for the likelihood of market conditions
being met as the effect of these conditions is included in the
determination of fair value at grant date. Where the performance
rights are cancelled, any expense not yet recognised for the award is
recognised immediately.
The dilutive effect, if any, of outstanding performance rights are
reflected as additional share dilution in the computation of earnings
per share.
Share-based payments reserve
The share-based payments reserve is used to record the value of
equity benefits provided to executives as part of their remuneration.
Refer to note 19 for further details of these plans. Once a
performance right has lapsed the Group no longer has any obligation
to convert these performance rights into share capital. The amount
transferred to retained earnings represents the value of share-based
payments previously recognised as an expense through the
Statement of Comprehensive Income that have now lapsed.
REVENUE AND SUPPLIER INCOME RECOGNITION
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. The specific recognition criteria described below
must also be met before revenue is recognised.
Sale of goods
Revenue from the sale of goods is recognised when the significant
risks and rewards of ownership of the goods have passed to the
buyer, usually on acceptance of delivery of the goods.
Rental income
Rental income is accounted for on a straight-line basis over the lease
term and is classified within ‘other income’. Contingent rental
income is recognised as income in the periods in which it is earned.
Supplier income
The Group receives income from suppliers based on purchase
volumes, promotional and marketing or other similar activities.
Volumetric income is either directly referenced or otherwise directly
attributable to the products purchased, and as such is recognised as
income upon the sale of the product.
Non-volumetric supplier income is conditional on specific
performance obligations, such as providing promotional or
marketing materials and activities or promotional product
positioning. This income is recognised when the related performance
obligations have been discharged by the Group and the income can
be measured reliably based on the terms of the contract.
Supplier income is generally recognised as a credit within cost of
sales.
Refer Appendix A for information relating to the Group’s adoption of
AASB 15 Revenue from Contracts with Customers.
FINANCE COSTS
Finance costs directly attributable to the acquisition, construction or
production of an asset that necessarily takes a substantial period of
time to get ready for its intended use or sale are capitalised as part of
the cost of the asset. All other finance costs are expensed in the
period they occur. Borrowing costs consist of interest and other costs
that an entity incurs in connection with the borrowing of funds.
Certain provisions are measured at their discounted value. During
each period the provision is increased by an amount that is equal to
the provision multiplied by the discount rate. This increment,
including any change in the value of the provision as a result of a
change in discount rate, is treated as a finance cost in the Statement
of Comprehensive Income.
INCOME TAX
Current tax assets and liabilities for the current and prior periods are
measured at the amount expected to be recovered from, or paid to
the taxation authority. The tax rates and tax laws used to compute
the amount are those that are enacted or substantively enacted by
the relevant reporting date.
Deferred income tax is provided on all temporary differences at the
reporting date, between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable
temporary differences:
•
•
except where the deferred income tax liability arises from the
initial recognition of an asset or liability in a transaction that is
not a business combination and, at the time of the transaction,
affects neither the accounting nor taxable profit or loss; and
in respect of taxable temporary differences associated with
investments in subsidiaries, associates and interests in joint
ventures, except where the timing of the reversal of the
temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable
future.
Deferred income tax assets are recognised for all deductible
temporary differences, carry-forward unused tax assets and unused
tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, and
the carry-forward of unused tax assets and unused tax losses can be
utilised:
•
•
except where the deferred income tax asset relating to the
deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction,
affects neither the accounting nor taxable profit or loss; and
in respect of deductible temporary differences associated with
investments in subsidiaries, associates and interests in joint
ventures, deferred tax assets are only recognised to the extent
that it is probable that the temporary differences will reverse in
the foreseeable future and taxable profit will be available
against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at
each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or
part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax
rates that are expected to apply to the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the relevant reporting date.
Deferred tax assets and deferred tax liabilities are offset only if a
legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred tax assets and liabilities relate
to the same taxable entity and the same taxation authority.
Income taxes relating to items recognised directly in equity are
recognised in equity and not in the statement of comprehensive
income.
Metcash Group | Financial Report FY18
66
Metcash Group | Financial Report FY18
67
92 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Appendix B – Summary of significant accounting policies
Appendix C – Information on subsidiaries
EARNINGS PER SHARE
FINANCIAL GUARANTEE CONTRACTS
Basic earnings per share is calculated as net profit attributable to
members of the parent, adjusted to exclude any costs of servicing
equity (other than dividends) divided by the weighted average
number of ordinary shares, adjusted for any bonus element.
Diluted earnings per share are calculated as net profit attributable to
members of the parent, adjusted for:
•
•
•
costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with
dilutive potential ordinary shares that have been recognised as
expenses; and
other non-discretionary changes in revenues or expenses during
the period that would result from the dilution of potential
ordinary shares, divided by the weighted average number of
ordinary shares and dilutive potential ordinary shares, adjusted
for any bonus element.
NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED
OPERATIONS
Non-current assets and disposal groups classified as held for sale are
measured at the lower of their carrying amount and fair value less
costs to sell. Non-current assets and disposal groups are classified as
held for sale if their carrying amounts will be recovered principally
through a sale transaction rather than through continuing use. This
condition is regarded as met only when the sale is highly probable
and the asset or disposal group is available for immediate sale in its
present condition.
Net profit after tax from discontinued operations are reported
separately from continuing operations, even when the Group retains
a non-controlling interest in the subsidiary after the sale. Once
classified as held for sale, property, plant and equipment and
intangible assets are not depreciated or amortised.
Financial guarantee contracts issued by the Group are those
contracts that require a payment to be made to reimburse the holder
for a loss it incurs because the specified debtor fails to make a
payment when due in accordance with the terms of a debt
instrument. Financial guarantee contracts are recognised initially as
a liability at fair value, adjusted for transaction costs that are directly
attributable to the issuance of the guarantee. Subsequently, the
liability is measured at the higher of the best estimate of the
expenditure required to settle the present obligation at the reporting
date and the amount recognised less cumulative amortisation.
COMPARATIVE INFORMATION
The Group revised its presentation of the customer charge cards
agreement, which was disclosed as a contingent liability in previous
financial years. This revision resulted in the presentation of a current
trade receivable (note 6) and a matching current payable (note 10) of
$274.0 million (FY17: $276.0 million), with no impact to the Group’s
net assets.
As a consequence, net transaction costs of $8.4 million (FY17: $8.1
million) in relation to this agreement have been reclassified from
administrative expense to finance costs. In the statement of cash
flows, settlements received from Amex are reported within operating
activities under ‘receipts from customers’.
Further information is provided in note 10.
Otherwise, certain comparative information was amended in these
financial statements to conform to the current year presentation.
These amendments do not impact the Group’s financial results and
do not have any significant impact on the Group’s balance sheet.
Metcash Limited is the ultimate parent entity of the Group. The
consolidated financial statements include the financial statements
of Metcash Limited and the subsidiaries listed in the following table.
All entities are incorporated in Australia except where specifically
identified.
FY18
%
FY17
%
Action Holdings Pty Ltd 1
Action Supermarkets Pty Ltd 1
Anzam (Aust.) Pty Ltd 1
Arrow Pty Limited
Australian Asia Pacific Wholesalers Pty Ltd 1
Australian Hardware Distributors Pty. Limited 1
Australian Hardware Support Services Pty
Ltd 1
Australian Liquor Marketers (QLD) Pty Ltd 1
Australian Liquor Marketers (WA) Pty Ltd 1
Australian Liquor Marketers Pty. Limited 1
Big Bargain Bottleshops Australia Pty Ltd 1
Capeview Hardware Pty Ltd.
City Ice & Cold Storage Company Proprietary
Limited 1
Clancy’s Food Stores Pty Limited 1
Community Co Australia Pty Ltd
Composite Buyers Finance Pty. Ltd. 1
Composite Buyers Pty Limited 1
Danks Holdings Pty Limited 1
Davids Foodservices Pty Ltd 1
Davids Group Staff Superannuation Fund Pty.
Ltd. 1
Denham Bros. Pty Limited
DIY Superannuation Pty Ltd 1
Drumstar V 2 Pty Ltd
Echuca Hardware Pty Ltd 1
Faggs Geelong Pty Ltd
Foodland Properties Pty Ltd 1
Foodland Property Holdings Pty. Ltd.
Foodland Property Unit Trust
Franklins Bass Hill Pty Ltd
Franklins Blacktown Pty Ltd
Franklins Bonnyrigg Pty Ltd
Franklins Casula Pty Ltd
Franklins Liverpool Pty Ltd
Franklins Merrylands Pty Limited
Franklins Moorebank Pty Limited
Franklins Penrith Nepean Pty Ltd
Franklins Penrith Plaza Pty Ltd
Franklins Pty Ltd 1
Franklins Singleton Pty Ltd
Franklins Supermarkets Pty Ltd 1
Franklins Wentworthville Pty Ltd
Fresco Supermarket Holdings Pty Ltd 1
Garden Fresh Produce Pty. Ltd. 1
Global Liquor Wholesalers Pty Limited 1
Gympie Property Investment Pty Ltd
Hammer Hardware Stores Pty. Ltd. 1
Handyman Stores Pty Ltd 1
Hardings Hardware Pty. Ltd. 1
Hardware Property Trust
Himaco Pty Ltd 1
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
-
100
90
100
-
100
-
-
-
-
-
-
-
-
-
100
-
100
-
100
100
100
84.7
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
80
100
100
100
100
100
100
100
100
100
100
100
100
90
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
84.7
100
100
100
100
100
FY18
%
FY17
%
Home Hardware Australasia Pty. Ltd. 1
Home Timber & Hardware Group Pty Ltd 1
Homestead Hardware Australasia Pty Ltd 1
HTH Events Pty Ltd 1
HTH Stores Pty Limited 1
Hudson Building Supplies Pty Limited 1
IGA Community Chest Limited
IGA Distribution (SA) Pty Limited 1
IGA Distribution (Vic) Pty Limited 1
IGA Distribution (WA) Pty Limited 1
IGA Fresh (Northern Queensland) Pty Limited 1
IGA Fresh (NSW) Pty Limited 1
IGA Retail Network Limited
IGA Retail Services Pty Limited 1
Independent Brands Australia Pty Limited 1
Independent Hardware Group Pty Ltd 1
Independent Solutions Pty Ltd 1
Interfrank Group Holdings Pty Ltd 1
Jewel Food Stores Pty. Ltd. 1
JV Pub Group Pty Ltd 1
Keithara Pty. Ltd. 1
Liquorsmart Pty Ltd
Liquor Traders Pty. Ltd. 1
M-C International Australia Pty Limited 1
Mega Property Management Pty. Ltd. 1
Mermaid Tavern (Freehold) Pty Ltd
Mermaid Tavern (Trading) Pty Ltd 1
Metcash Asia Limited (incorporated in China)
Metcash Export Services Pty Ltd 1
Metcash Food & Grocery Convenience
Division Pty Limited 1
Metcash Food & Grocery Pty Ltd 1
Metcash Holdings Pty Ltd 1
Metcash Management Pty Limited 1
Metcash Services Proprietary Limited 1
Metcash Storage Pty Limited 1
Metcash Trading Limited 1
Metoz Holding Limited (incorporated in
South Africa)
Metro Cash & Carry Pty Limited 1
Mirren (Australia) Pty. Ltd. 1
Mitre 10 Australia Pty Ltd 1
Mitre 10 Mega Property Trust
Mitre 10 Mega Pty Ltd 1
Mitre 10 Pty Ltd 1
Narellan Hardware Pty Ltd 1
National Retail Support Services Pty Ltd 1
NFRF Developments Pty Ltd
Northern Hardware Group Pty Ltd
Nu Fruit Pty. Ltd.
Payless Superbarn (N S W) Pty Ltd 1
Produce Traders Trust
QIW Pty Limited 1
Queensland Independent Wholesalers Pty
Limited 1
Quickstop Pty Ltd 1
Rainbow Unit Trust
Rainfresh Vic Pty. Ltd.
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51
84.7
51
100
100
100
100
100
100
51
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
51
84.7
51
100
100
100
100
100
100
51
Metcash Group | Financial Report FY18
68
Metcash Group | Financial Report FY18
69
94 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
For the year ended 30 April 2018
Appendix C – Information on subsidiaries
FY18
%
FY17
%
100
-
-
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
Sunshine Hardware Pty Ltd
Tasman Liquor Company Limited
(incorporated in New Zealand)
Tasmania Hardware Pty Ltd
Thrifty-Link Hardware Pty. Ltd. 1
Timber and Hardware Exchange Pty Ltd
Timberten Pty Ltd 1
UIAL NSW/ACT Pty Ltd 1
UIAL Tasmania Pty Ltd 1
Vawn No 3 Pty. Ltd. 1
W.A. Hardware Services Pty. Ltd 1
Wickson Corporation Pty Limited 1
Wimbledon Property Trust
FY18
%
FY17
%
84.7
100
80
100
68.42
100
100
100
100
100
100
100
84.7
100
80
100
68.42
100
100
100
100
100
100
100
Retail Merchandise Services Pty. Limited
Retail Stores Development Finance Pty
Limited
Rockblock Pty. Ltd.
Roma Hardware Pty Ltd 1
Scanning Systems (Fuel) Pty Ltd 1
Smart IP Co Pty Ltd 1
Soetensteeg 2 61 Exploitatiemaatschappij BV
(incorporated in Netherlands)
South Coast Operations Pty Ltd 1
South West Operations Pty Ltd 1
SSA Holding Pty Ltd 1
Stonemans (Management) Proprietary
Limited
1.
Entities subject to class order relief
Certain controlled entities of Metcash Limited, collectively referred to as the ‘Closed Group’, are party to a Deed of Cross Guarantee (or were during
FY18) issued pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785. Under the Instrument, entities within the Closed Group
entities that have lodged an option notice with ASIC within four months of the end of the financial year are granted relief from standalone financial
reporting and audit requirements of the Corporations Act 2001. Under the Deed of Cross Guarantee, the entities within the Closed Group, including
Metcash Limited, have guaranteed to pay any deficiency in the event of winding up of any other entity within the Closed Group.
Notes to the financial statements (continued)
For the year ended 30 April 2018
Appendix C – Information on subsidiaries
Summary Statement of Comprehensive Income of the Closed Group
Distributions from subsidiaries outside the Closed Group
Other transactions with subsidiaries outside the Closed Group
Other net income/(expense)
Loss before income tax
Income tax expense
Net loss for the year
Summary Statement of Financial Position of the Closed Group
Assets
Cash and cash equivalents
Trade receivables and loans
Trade receivables – customer charge cards agreement
Inventories
Other current assets
Total current assets
Investments
Property, plant and equipment
Net deferred tax assets
Intangible assets and goodwill
Other non-current assets
Total non-current assets
Total assets
Liabilities
Trade and other payables
Customer charge cards agreement
Interest-bearing borrowings
Income tax payable
Provisions and other current liabilities
Total current liabilities
Interest-bearing borrowings
Amounts due to related parties
Provisions and other non-current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed and other equity
Other reserves
Retained profits/(accumulated losses)
Opening balance
Capital reduction (Note 20)
Net loss for the year
Dividends paid
Other movements
Closing balance
Total equity
FY18
$m
28.3
(190.0)
(91.6)
(253.3)
(69.1)
(322.4)
FY18
$m
137.8
1,150.4
274.0
727.5
11.1
2,300.8
1,132.4
211.9
98.5
764.5
30.2
2,237.5
4,538.3
1,549.3
274.0
1.9
24.1
127.5
1,976.8
127.1
2,212.6
137.4
2,477.1
4,453.9
84.4
600.0
(0.7)
(1,210.3)
1,119.3
(322.4)
(102.4)
0.9
(514.9)
84.4
FY17
$m
1,155.1
(1,559.9)
224.8
(180.0)
(52.9)
(232.9)
FY17
$m
70.1
1,095.6
276.0
710.5
31.5
2,183.7
1,145.4
210.0
108.1
1,091.4
29.1
2,584.0
4,767.7
1,464.8
276.0
3.0
5.6
144.5
1,893.9
187.1
2,034.8
145.9
2,367.8
4,261.7
506.0
1,719.3
(3.0)
(977.4)
-
(232.9)
-
-
(1,210.3)
506.0
Metcash Group | Financial Report FY18
70
Metcash Group | Financial Report FY18
71
96 | Metcash Annual Report 2018
Notes to the financial statements (continued)For the year ended 30 April 2018Notes to the financial statements (continued)For the year ended 30 April 2018
Notes to the financial statements (continued)
Notes to the financial statements (continued)
For the year ended 30 April 2018
For the year ended 30 April 2018
Appendix D – Equity-accounted investments
Equity-accounted investments of the Group represent both associates and joint ventures and are structured through equity participation in
separate legal entities. Metcash invests capital to support the independent retail network, strengthen relationships and fund growth. Relationships
with co-investors are governed by contractual agreements which allow the Group to exercise either significant influence or joint control over these
entities. Where the Group exercises joint control, all key operating decisions are agreed unanimously, regardless of ownership interest.
The principal place of business for all of the Group’s equity-accounted investments is Australia.
The following table presents key information about the Group’s interests in joint ventures and associates.
Investee
Principal activities
Reporting date
FY18
%
FY17
%
Associates
Abacus Independent Retail Property Trust
Ritchies Stores Pty Ltd
Dramet Holdings Pty Ltd
Retail property investment
Grocery retailing
Grocery retailing
Joint ventures
Adcome Pty Ltd
Lecome Pty Ltd
BMS Retail Group Holdings Pty Ltd
Progressive Trading Pty Ltd
Metfood Pty Limited
Waltock Pty Limited
Banner 10 Pty Ltd
G Gay Hardware Pty Ltd
LA United Pty Ltd (a)
Liquor Alliance Pty Ltd (a)
Grocery retailing
Grocery retailing
Grocery retailing
Grocery retailing
Merchandise services
Hardware retailing
Hardware retailing
Hardware retailing
Liquor wholesaling
Liquor wholesaling
30 June
30 June
30 June
30 April
30 April
30 June
30 April
30 April
30 June
30 June
30 June
30 June
30 June
-
26.0
26.0
45.0
50.0
49.0
52.2
-
49.0
49.0
49.0
75.3
66.7
25.0
26.0
26.0
45.0
50.0
25.1
52.2
50.0
49.0
49.0
49.0
63.0
50.0
(a) The Group has a direct ownership of 26.0% in LA United Pty Ltd and an indirect ownership of 49.3% (FY17: 37.0%) via its interest in Liquor
Alliance Pty Ltd. While the Group has beneficial ownership of more than 50% of the entity, key operating and financial decisions require the
unanimous consent of other joint venture partners. Accordingly, LA United Pty Ltd and Liquor Alliance Pty Ltd are accounted for as joint
arrangements.
Directors’ declaration
Directors’ declaration
For the year ended 30 April 2018
For the year ended 30 April 2018
In accordance with a resolution of the directors of Metcash Limited, I state that:
1.
In the opinion of the directors:
a. The financial statements, notes and the additional disclosures included in the directors’ report designated as audited, of
Metcash Limited are in accordance with the Corporations Act 2001, including:
i. Giving a true and fair view of its financial position as at 30 April 2018 and of its performance for the year ended on that
date; and
ii. Complying with Accounting Standards (including the Australian Accounting Interpretations) and Corporations
Regulations 2001;
b. The financial statements and notes also comply with International Financial Reporting Standards as disclosed in Appendix
B.2; and
c. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable.
2. This declaration has been made after receiving the declarations required to be made to the directors in accordance with section
295A of the Corporations Act 2001 for the financial year ending 30 April 2018.
3.
In the opinion of the directors, as at the date of this declaration, there are reasonable grounds to believe that the members of the
Closed Group identified in Appendix C will be able to meet any obligation or liabilities to which they are or may become subject, by
virtue of the Deed of Cross Guarantee.
On behalf of the Board
Jeff Adams
Director
Sydney, 25 June 2018
Metcash Group | Financial Report FY18
72
98 | Metcash Annual Report 2018
Metcash Group | Financial Report FY18
73
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Auditor's Independence Declaration to the Directors of Metcash Limited
As lead auditor for the audit of Metcash Limited for the financial year ended 30 April 2018, I declare
to the best of my knowledge and belief, there have been:
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Metcash Limited and the entities it controlled during the financial year.
Ernst & Young
Renay Robinson
Partner
25 June 2018
Independent Auditor's Report to the Shareholders of Metcash Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Metcash Limited (the Company) and its subsidiaries
(collectively the Group), which comprises the consolidated statement of financial position as at
30 April 2018, the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended, notes to the
financial statements, including a summary of significant accounting policies, and the directors'
declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the consolidated financial position of the Group as at 30 April
2018 and of its consolidated financial performance for the year ended on that date; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Group in accordance with the
auditor independence requirements of the Corporations Act 2001 and the ethical requirements of
the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in
Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial report of the current year. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, but we do not
provide a separate opinion on these matters. For each matter below, our description of how our
audit addressed the matter is provided in that context.
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We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks
of material misstatement of the financial report. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying financial report.
1.
Impairment assessment for goodwill and other intangible assets
Why significant
How our audit addressed the key audit matter
At 30 April 2018 the Group’s consolidated
statement of financial position included goodwill
and other intangible assets amounting to $818.4
million, representing 22% of total assets.
The directors have assessed goodwill and other
intangible assets for impairment at 30 April
2018. Due to the continued intense competition
in the Australian food and grocery industry and
the impact of changes to customer supply
arrangements, as noted in Note 3(vii) and Note 9
to the financial statements, the Group has
recognised an impairment charge of $318.4
million in respect of the Food and Grocery cash
generating unit (“CGU”).
The assessment of impairment for these assets
involves estimates and assumptions concerning
future performance, including forecast cash
flows, discount rates and terminal growth rates.
These estimates and assumptions are impacted
by future performance, market and economic
conditions. Minor changes in certain assumptions
can lead to significant changes in the
recoverable amount of these assets.
Accordingly, we considered this to be a key audit
matter.
Our audit procedures included the following:
Assessed the Group’s determination of the
cash generating units (CGUs) used in the
impairment model, based on our
understanding of the nature of the Group’s
business and the economic environment in
which the segments operate. We also
considered internal reporting of the Group’s
results to assess how earnings and goodwill
are monitored and reported;
Assessed the cash flow forecasts,
assumptions and estimates used by the
Group, as outlined in Note 9 to the financial
statements, by considering the reliability of
the Group’s historical cash flow forecasts,
our knowledge of the business and
corroborating data with external information
where possible;
Evaluated the appropriateness of discount
and terminal growth rates applied with
involvement from our valuation specialists;
Tested the mathematical accuracy of the
impairment testing models including the
consistency of relevant data with latest
Board approved forecasts;
Performed sensitivity analysis on key
assumptions including discount rates,
terminal growth rates and EBIT forecasts for
each of the Group's CGUs; and
Assessed the adequacy of the financial
report disclosures contained in Note 9 in
respect of the carrying value of intangible
assets and impairment testing.
2. Accounting for supplier rebates
Why significant
How our audit addressed the key audit matter
Appendix B.17 of the financial report outlines
the Group’s accounting policy relating to supplier
rebates, or supplier income as they are referred
to in the Financial report.
The Group receives rebates and other similar
incentives from suppliers which are determined
based upon a number of measures which can
include volumes of inventory purchased, sold,
purchase value thresholds and the performance
of promotional activities.
We considered this to be a key audit matter as
supplier rebates contributed significantly to the
Group’s results, there are a large number of
varied agreements in place and some of the
arrangements require judgment to be applied in
determining the timing of recognition and the
appropriate classification within the consolidated
statement of comprehensive income, based upon
the terms of the agreement.
Our audit procedures included the following:
Evaluated the Group's processes and
controls relating to the recognition and
valuation amounts recognised through and
classified within the consolidated statement
of comprehensive income;
Assessed the operating effectiveness of
relevant controls in place relating to the
recognition and measurement of volumetric,
purchase value and sales value related
rebates;
Selected a sample of supplier rebates
received and accrued for during the year and
tested whether the income was correctly
calculated and recognised in the correct
period;
Selected a sample of supplier income
transactions linked to future events and
marketing activity to test for recognition in
the correct period by examining the timing of
these events and marketing activity;
Considered the impact of supplier claims
during and subsequent to year end on
amounts recognised; and
Inquired of management and the Directors as
to the existence of any non-standard
agreements or side arrangements.
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3. Onerous contracts
Why significant
How our audit addressed the key audit matter
As set out in Note 12 to the financial statements,
various controlled entities within the Group are
the head lessee on a number of retail stores the
Group sub-leases to independent retailers.
As disclosed within Appendix B.4(b) to the
financial statements, the assessment of when
these arrangements are onerous contracts which
require provisions to be recognised, requires
significant judgments and estimates, concerning
factors such as retail profitability.
A key audit matter was whether the Group’s
assessment included appropriate consideration
of these factors.
Our audit procedures included the following:
Considered whether the Group identified
relevant onerous contracts requiring
provision recognition.
Tested the valuation of the onerous contract
provisions by evaluating whether appropriate
judgments and assumptions had been applied
in determining the unavoidable costs of
meeting the obligation and the estimate of
the expected benefits to be received under
the contract.
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s 2018 Annual Report other than the financial report and our
auditor’s report thereon. We obtained the Directors’ Report that is to be included in the Annual
Report, prior to the date of this auditor’s report, and we expect to obtain the remaining sections of
the Annual Report after the date of this auditor’s report.
Our opinion on the financial report does not cover the other information and we do not and will
not express any form of assurance conclusion thereon, with the exception of the Remuneration
Report.
In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial report or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Group are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal control as the directors determine is necessary to enable the
preparation of the financial report that gives a true and fair view and is free from material
misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters relating to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Group or
to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the Australian Auditing Standards will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
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•
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial report.
We are responsible for the direction, supervision and performance of the Group audit. We
remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated to the directors, we determine those matters that were of most
significance in the audit of the financial report of the current year and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Audit of the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 29 of the directors' report for
the year ended 30 April 2018.
40 to 56
In our opinion, the Remuneration Report of Metcash Limited for the year ended 30 April 2018,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Group are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
Ernst & Young
Renay Robinson
Partner
Sydney
25 June 2018
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ASX Information
Year ended 30 April 2018
Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is
as follows: The information is current as at 30 June 2018:
Distribution of Equity Securities
The number of shareholders, by size of holding, in each class of share is:
Size of Holding
1-1,000
1,001-5,000
5,001-10,000
Number of Shareholders
Size of Holding
Number of Shareholders
6,063
10,501
3,619
10,001-100,000
100,001-9,999,999,999
Total
2,852
124
23,159
There were 1,198 shareholders holding less than a marketable parcel of Metcash ordinary shares.
Twenty largest holders of quoted shares
The names of the 20 largest holders of quoted shares are:
Name
HSBC CUSTODY NOMINEES
J P MORGAN NOMINEES AUSTRALIA
CITICORP NOMINEES PTY LIMITED
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMINEES PTY LTD
BNP PARIBAS NOMS PTY LTD
CITICORP NOMINEES PTY LIMITED
WOODROSS NOMINEES PTY LTD
AMP LIFE LIMITED
HSBC CUSTODY NOMINEES
HSBC CUSTODY NOMINEES
BAINPRO NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES
BAINPRO NOMINEES PTY LIMITED
UBS NOMINEES PTY LTD
BOND STREET CUSTODIANS LIMITED
BNP PARIBAS NOMINEES PTY LTD
POWERWRAP LIMITED
BNP PARIBAS NOMS PTY LTD
MR SONDAL MEHMET BENSAN
Total
Substantial Shareholders
Number of Shares
425,505,351
180,758,415
114,578,322
38,723,184
16,755,344
15,176,973
8,196,662
3,918,000
3,562,258
3,058,254
3,055,785
2,509,931
1,771,207
1,725,000
1,689,908
1,665,193
1,340,730
1,280,416
884,611
750,000
826,905,544
The following is extracted from the Company’s register of substantial shareholders:
Pendal Group Ltd
Allan Gray Australia Pty Ltd
UBS Group AG
Dimensional Entities
Voting Rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
Percentage of Shares
43.613%
18.527%
11.744%
3.969%
1.717%
1.556%
0.840%
0.402%
0.365%
0.313%
0.313%
0.257%
0.182%
0.177%
0.173%
0.171%
0.137%
0.131%
0.091%
0.077%
84.755%
Number of Shares
136,089,796
102,226,130
60,025,971
58,693,611
Corporate Information
ABN 32 112 073 480
Metcash Food & Grocery
(Head Office)
1 Thomas Holt Drive
Macquarie Park NSW 2113
61 2 9741 3000
PO Box 557
Macquarie Park NSW 1670
Australian Liquor Marketers
(Head Office)
1 Thomas Holt Drive
Macquarie Park NSW 2113
61 2 9741 3000
PO Box 557
Macquarie Park NSW 1670
Independent Hardware Group
(Head Office)
19 Corporate Drive
Heatherton VIC 3202
1300 880 440
Corporate Governance
A copy of the Corporate Governance
Statement can be found on our website.
Visit www.metcash.com/corporate-
information/corporate-governance
Directors
Robert Murray (Chair)
Jeff Adams (Group CEO)
Fiona Balfour
Anne Brennan
Tonianne Dwyer
Murray Jordan
Helen Nash
Company Secretary
Julie Hutton
Share Register
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
1300 737 760
61 2 9290 9600
Auditor
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
61 2 9248 5555
National Office
1 Thomas Holt Drive
Macquarie Park NSW 2113
PO Box 557
Macquarie Park NSW 1670
61 2 9741 3000
www.metcash.com
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#CorporateInformation
www.metcash.com