Nick Scali
Annual Report 2018

Plain-text annual report

Annual Report 2018 For personal use onlyFor personal use onlyVITORIO 100% Leather 2.5 Electric Recliner with Chaise SOHO Dining Table DARBY & VOSKA Dining Chairs TANGIA Armchair TALLIN Coffee Table GLITZ Floor Rug TWEETY Pendant Lights TRIPY Floor Lamp ALIA Floor Lamp For personal use only2 Nick Scali Limited Annual Report 2018 FRIDA Fabric 3 Seater Lounge For personal use onlyContents Page Page Chairman and Managing Director’s Review Directors’ Report Auditor’s Independence Declaration Consolidated Statement of comprehensive income Consolidated Statement of financial position Consolidated Statement of changes in equity Consolidated Statement of cash flows Directors’ Declaration Independent Auditor’s Report Shareholder Information Corporate Information 5 6 16 18 19 20 21 43 44 48 51 Notes to the consolidated financial statements Note 1. Basis of preparation Performance for the year Note 2. Segment Information Note 3. Revenue Note 4. Expenses Note 5. Income tax expense Note 6. Earnings per share Note 7. Equity – Dividends Note 8. Reconciliation of profit after income tax to net cash from operating activities Operating assets and liabilities Current assets Note 9. Current assets – Cash and cash equivalents Note 10. Current assets – Receivables Note 11. Current assets – Inventories Note 12. Current assets – Other financial assets Non-current assets Note 13. Non-current assets – Property, plant and equipment Note 14. Non-current assets – Intangibles assets Current liabilities Note 15. Current liabilities – Borrowings Note 16. Current liabilities – Payables Note 17. Current liabilities – Provisions Non-current liabilities Note 18. Non-current liabilities – Borrowings Note 19. Non-current liabilities – Provisions Capital structure and finance cost Note 20. Equity – Issued capital Note 21. Equity – Reserves Note 22. Financial instruments Note 23. Fair value measurement Other Notes Note 24. Key management personnel Note 25. Remuneration of auditors Note 26. Contingent liabilities Note 27. Commitments Note 28. Related party transactions Note 29. Events after the reporting period Note 30. Share-based payments Note 31. Parent entity information Note 32. Controlled Entities Note 33. Summary of significant accounting policies 22 23 23 24 25 26 26 27 28 28 28 28 29 30 31 31 31 32 33 33 34 35 37 37 38 38 38 38 39 39 40 41 41 Nick Scali Limited Annual Report 2018 3 For personal use only GUADIANA Solid Oak Dining table with MUNI and MICAH Dining Chairs 4 Nick Scali Limited Annual Report 2018 For personal use onlyChairman and Managing Director’s Review Operating Performance We are pleased to report that Nick Scali has had an excellent The Company expects to open up to six new stores during year, delivering yet another successive year of revenue and FY19, including the Morayfield (QLD) store that opened in July profit growth and with earnings per share increasing 10.1% 2018. Five of these new stores are expected to open in the to 50.6 cents per share. This result was primarily driven by our first half of the financial year, including a second New Zealand continued new store rollout program, which saw six new stores store in Hamilton. open during the year, including the first store in New Zealand. Sales revenue increased by 7.7% to $250.8 million, with a full year of revenue contribution from the four stores opened in FY17 and a part contribution from the six stores opened during FY18. Gross margin increased by 20 basis points to 62.7% with a focus on inventory control and operating expenses reduced from 38.9% of sales to 38.1%, due to continued tight cost control and Nick Scali’s ability to drive revenue growth off the existing infrastructure. Dividends The Directors have declared a fully franked final dividend of 24 cents per share, bringing the total dividend for the year to 40 cents per share. The final dividend has a record date of 3rd October 2018 and will be paid on 24th October 2018. The Directors consider that the dividend payout ratio of 79% appropriately balances the distribution of profit to shareholders and reinvestment of earnings for future growth. Cash flow generation remained strong, with operating cash Board flow for the year of $43.1m. The strong balance sheet and effective working capital management, results in the Company being well placed to continue to grow the existing business and to take advantage of any investment opportunities that might arise. Other notable achievements during the year included the relocation of our head office from Lidcombe to more suitable premises at North Ryde, the acquisition of our store property in Auburn (NSW), the roll out of a new website and the transfer of our NSW distribution operation to a new purpose built facility in Horsely Park. Store network Six Nick Scali Furniture stores were opened during the year, bringing the total number of Nick Scali Furniture stores at 30 June 2018 to 51. Stores in Robina (QLD) and Cannington (WA) opened during the first quarter of the financial year, with a further four stores opening at the end of the second quarter of the financial year on Boxing Day in Toowoomba (QLD), North Lakes (QLD), Marden Park (NSW) and Mt Wellington (Auckland, NZ). Following a strategic review during the year, the Sofas2Go brand was discontinued. Four of these Sofas2Go stores have been rebranded as Nick Scali Clearance stores, which has proved to be an excellent initiative, whilst the fifth store was closed. During the year, Mr Stephen Goddard was appointed to the Board as an independent non-executive director. Stephen is an experienced retailer, having previously held a broad range of senior executive positions and currently serves as a non-executive director for three other listed companies. We welcome Stephen to the Nick Scali team – his appointment will add a wealth of experience to the Board in guiding the operations of the Company. Outlook The Company intends to launch a new bedroom and bedding product category in 28 of its larger stores in January 2019. We expect FY19 to benefit from the increase in the store network established during FY18 and to a lesser extent those stores to be opened in FY19. The abovementioned achievements and the excellent financial results are the result of the hard work of our many employees and associates across Australia and New Zealand, and we thank them for their contribution and commitment to the Company. The Board would also like to take this opportunity to thank our shareholders, customers and suppliers, whose continuing support underpins the ongoing success of the Company. Nick Scali Limited Annual Report 2018 5 For personal use onlyDirectors’ Report The directors present their report, together with the financial Group Operating Results statements, on the consolidated entity (referred to hereafter as the ‘Group’ or ‘consolidated entity’) consisting of Nick Scali Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2018. Directors The names and details of the Company’s Directors in office at any time during the financial year or until the date of this report are as follows. Directors were in office for this entire year unless otherwise stated. John W Ingram Greg R Laurie Carole A Molyneux Stephen T Goddard (appointed 01 March 2018) Anthony J Scali Principal activities The principal activities of the consolidated entity during the 2018 $m 2017 $m % Change Revenue EBITDA EBIT NPAT EPS (cents) DPS (cents) Net Cash 250.8 232.9 62.8 59.0 41.0 50.6 40.0 2.9 55.7 52.9 37.2 46.0 34.0 18.8 7.7% 12.7% 11.6% 10.1% 10.1% 17.6% –84.5% For the financial year ended 30 June 2018 the Group reported a record NPAT result of $41.0m, up 10.1% on the previous year. Sales revenue increased 7.7% to $250.8m with the increase derived from a full year’s contribution from the four stores opened during financial year 2017 and a smaller contribution from six stores opened during financial year 2018. Same store sales were flat for the year. Gross margins strengthened by 20 basis points to 62.7% year were the sourcing and retailing of household furniture and driven by efficiencies from supplier consolidation and volume related accessories. growth. No significant change in the nature of these activities occurred during the year. Dividends Dividends paid during the financial year were as follows: 2018 $’000 2017 $’000 Final franked dividend for 30 June 2017: 20.0 cents (2016: 14.0 cents) 16,200 11,340 Special franked dividend for 30 June 2017: Operating expenses as a percentage of sales continue to decrease due to the ability of the Group to leverage sales growth through the existing distribution network. Net cash flows from operating activities during the year were $43.1m, up 0.3% on the previous year. Net cash outflows from all activities were $3.4m after investment in fixed assets of $28.8m. This included the purchase of a previously leased store in Auburn (NSW) in December 2017, new store fitouts, store refurbishments, the implementation of a new website and warehouse management system in four of the Company’s distribution centres. Nil cents (2016: 3.0 cents) – 2,430 Borrowings relate solely to property purchases and increased Interim franked dividend for 30 June 2018: 16.0 cents (2017: 14.0 cents) by $12.5m to $33.7m due to the acquisition of the Auburn 12,960 11,340 store. With low debt and stable cash reserves (including customer deposits) of $26.4m, the Group is well positioned to 29,160 25,110 take advantage of opportunities that may arise. In addition to the above dividend, since the end of the financial Net Assets were $83.7m as at 30 June 2018, up $13.3m on year directors have declared a fully franked final dividend last year. of 24.0 cents per fully paid ordinary share to be paid on 24 October 2018 out of retained profits at 30 June 2018. Operating and financial review Nick Scali Limited is a furniture retailer operating in Australia Store network During the year, the Group opened six new Nick Scali Furniture stores in Robina (QLD), Cannington (WA), North Lakes (QLD), Toowoomba (QLD), Marsden Park (NSW) and the first store in and New Zealand. During the year, the Group operated two New Zealand, in Auckland. brands; Nick Scali Furniture and Sofas2Go, which operated under the same infrastructure provided by the Group. The Group has confirmed a further six new stores in financial Following a strategic review of the business during the year, year 2019, with five of these opening in the first half of the the business was consolidated and the Sofas2Go brand was financial year. One of the six will be the second store to open discontinued with the five stores closed or rebranded as Nick in New Zealand. This will result in a total store network of 60 Scali Furniture stores. stores by December 2018. 6 Nick Scali Limited Annual Report 2018For personal use only Directors’ Report (continued) People The Group remains committed to delivering industry best practice across all facets of the business by recruiting and retaining the best in the industry. All employees continue to be developed through a suite of training and leadership development programmes combined with detailed Likely developments and expected results of operations Refer to the Operating and financial review on page 6. Environmental regulation The consolidated entity is not subject to any significant performance assessment. Competitive remuneration environmental regulation under Australian Commonwealth or packages incorporating both short and long term incentives State law. ensure that good performance is appropriately rewarded and talent is retained. The Group has a policy of equal opportunity and advocates diversity in the workplace. The supportive culture underpins the wellbeing of the staff and there are rigorous occupational health and safety practices in place. The Group’s human resource and remuneration strategies are designed to ensure that Nick Scali Furniture remains an employer of first choice in its retail sector. Outlook and risks The Group operates in a competitive retail market which is subject to only moderate barriers to entry and changing consumer preferences. However, the Directors continue to believe that the Group is well placed to maintain its market leading position as a result of the robust strategies and structures that are currently in place. Same store sales growth has been challenging during financial year 2018 particularly given that the Group was cycling off two years of double digit same store sales growth. Trading since June has seen positive same store sales order growth, which is encouraging given the difficult trading conditions experienced in April and May. At the end of the first half of financial year 2019 the Group will add a new product category of bedrooms and bedding to the range in selected stores, which is expected to generate further sales growth over time. The performance of the first store in New Zealand has been extremely encouraging. With the second store opening in October, New Zealand will begin to provide a positive contribution. The good start in New Zealand has confirmed that the product and brand acceptance there is better than had been anticipated. The Group is confident that New The Directors are not aware of any particular or significant environmental issues which have been raised in relation to the consolidated entity’s operations during the financial year. John W Ingram Information on directors Name: Title: Qualifications: Experience and expertise: John was appointed to the Board as non-executive Chairman Independent Non-Executive Chairman AM, FCPA on 7 April 2004. John was formerly Managing Director of Crane Group Limited. Other current directorships: Non-executive Chairman of Shriro Holdings Limited. Former directorships (last 3 years): Independent Director of Australian Super retired on 1 March 2017 Special responsibilities: Member of the Audit Committee and the Remuneration and Human Resources Committee. Interests in shares: 310,000 Greg R Laurie Name: Title: Qualifications: Experience and expertise: Greg was appointed to the Board on 7 April 2004. He has Independent Non-Executive Director BCom, FAICD extensive experience in manufacturing and distribution industries, and was the Finance Director of Crane Group Limited from 1989 until his retirement from that role in 2003. Greg has been Chairman of various Audit and Risk Committees since 2004. Other current directorships: Independent Non-Executive Director of Shriro Holdings Limited and Independent Chairman of Big River Industries Zealand will generate significant profit growth in the future. Limited. Significant changes in the state of affairs There were no significant changes in the state of affairs of the consolidated entity during the financial year. Matters subsequent to the end of the financial year Apart from the dividend declared as discussed above, no other matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years. Former directorships (last 3 years): Independent Non-Executive Director of Bradken Limited Special responsibilities: Chairman of the Audit Committee and a member of the Remuneration and Human Resources Committee. Interests in shares: 30,000 7 Nick Scali Limited Annual Report 2018For personal use onlyDirectors’ Report (continued) Carole A Molyneux Name: Title: Experience and expertise: Carole was appointed to the Board on 26 June 2014. She Independent Non-Executive Director ‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. has extensive experience in retail and was the Chief Executive ‘Former directorships (last 3 years)’ quoted above are Officer of Suzanne Grae, (part of the Sussan Retail Group), for directorships held in the last 3 years for listed entities only eighteen years until 2013. and excludes directorships of all other types of entities, unless Other current directorships: Independent Non-Executive Director of White Ribbon Australia otherwise stated. Former directorships (last 3 years): None At the date of this report, no Directors held options over ordinary shares. Special responsibilities: Chairman of the Remuneration and Human Resources Committee and member of the Audit Committee. Interests in shares: Nil Stephen T Goddard Name: Title: Experience and expertise: Stephen was appointed to the Board on 01 March 2018. Independent Non-Executive Director Company Secretary The Company Secretary since January 2015 is Kevin Fine. He is a current member of the Institute of Chartered Accountants in Australia and New Zealand and began his career in Audit and Advisory with firms including Arthur Andersen, Moores Rowland and Ernst & Young. Kevin’s retail career began with Shoprite Holdings Ltd (South Africa). He then spent 7 years with the Specialty Fashion Group Ltd as Head of Finance and Stephen is an experienced retailer having held a broad range 7 years with OrotonGroup Ltd as Chief Financial Officer and of senior executive positions in the industry. These include Company Secretary. Finance Director and Operations Director for David Jones, founding Managing Director of Officeworks, and various senior management roles with Myer. Other current directorships: Independent Non-Executive Director of JB Hifi Limited (JBH), Special responsibilities of directors Audit Committee The members of the Audit Committee are as follows: • Greg R Laurie (Chairman) GWA Group Limited (GWA) and Accent Group Limited (AX1). • John W Ingram Former directorships (last 3 years): Independent Non-executive director of Pacific Brands and • Carole A Molyneux • Stephen T Goddard (appointed 29 May 2018) Surfstitch Group Limited (SRF). Special responsibilities: Member of the Audit Committee and Remuneration and Remuneration and Human Resources Committee The members of the Remuneration and Human Resources Committee are as follows: • Carole A Molyneux (Chairman) • John W Ingram • Greg R Laurie • Stephen T Goddard (appointed 21 June 2018) Human Resources Committee. Interests in shares: 6,000 Anthony J Scali Name: Title: Qualifications: BCom Experience and expertise: Anthony is Managing Director of Nick Scali Limited. He joined Managing Director the Company full-time in 1982 after completing his Bachelor of Commerce degree from the University of New South Wales. Anthony has over 30 years’ experience in retail, and the selection and direct sourcing of product from manufacturers both in Australia and overseas. Other current directorships: None Former directorships (last 3 years): None Special responsibilities: As Managing Director Anthony is responsible for the development and implementation of the Company’s strategy for growth, as well as the overall operation of the business. Interests in shares: 11,039,474 8 Nick Scali Limited Annual Report 2018For personal use onlyDirectors’ Report (continued) Meetings of directors The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2018, and the number of meetings attended by each director were: John W Ingram Greg R Laurie Carole A Molyneux Stephen T Goddard (appointed 01March 2018) Anthony J Scali1 DIRECTOR’S MEETINGS Attended 10 Held 10 REMUNERATION AND HUMAN RESOURCES COMMITTEE Attended 3 Held 3 AUDIT COMMITTEE Attended 4 Held 4 10 9 4 10 10 10 4 10 3 3 1 – 3 3 1 – 4 3 1 – 4 4 1 – Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. 1 Mr Anthony J Scali is not a member of the sub-committees, but was invited to attend these meetings and his attendance was minuted. Remuneration Report – Audited The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of the report, key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the business. 1. Details of key management personnel The key management personnel of the consolidated entity consisted of the following directors: – Non-Executive Chairman John W Ingram Greg R Laurie – Non-Executive Director Carole A Molyneux – Non-Executive Director Stephen T Goddard – Non-Executive Director (appointed on 01 March 2018) Anthony J Scali – Managing Director And the following executive: Kevin Fine – Chief Financial Officer & Company Secretary 2. Remuneration strategy The quality of Nick Scali Limited’s Directors and Executives is a major factor in the overall performance of the consolidated entity. To this end, the consolidated entity believes that an appropriately structured remuneration strategy underpins a performance based culture which in turn drives shareholder returns. The remuneration strategy is designed to attract and retain high quality and committed non-executive directors and employees. The executive remuneration and reward framework has two components: • fixed remuneration comprising of salary and superannuation • variable at risk incentives comprising – short term incentives in the form of a cash based reward – long term incentives in the form of an equity reward The incentives are designed to deliver value to executives for performance against a combination of profitability and achievement against strategic goals. Short term incentives motivate employees to achieve outstanding performance and are based on current year predetermined KPIs such as profit after tax, and non-financial activities that achieve short to medium term objectives, while long term incentives align employees with shareholder interests and are based on maintaining long term shareholder value using performance measures such as EPS. 9 Nick Scali Limited Annual Report 2018For personal use only Directors’ Report (continued) Remuneration Report – Audited (continued) 3. Remuneration and Human Resources Committee The Remuneration and Human Resources Committee 4.1 Non-executive directors’ remuneration Non-Executive Directors are paid an annual fee, which is periodically reviewed. Non-Executive Directors do not receive bonuses and they are not entitled to participate in the currently consists of the Non-Executive Board members and Executive Performance Rights Plan. is responsible for: • Reviewing remuneration arrangements and succession planning of senior management, including the Managing Director and engaging external compensation consultants if necessary. • Reviewing and approving any discretionary component of short and long term incentives for the Managing Director and senior executives. • Recommending to the Board any increase in the remuneration of existing senior employees of the consolidated entity for which Board approval is required. Non-Executive Chairman and Directors’ fees were reviewed in FY18 and changed with effect from 1 July 2017 to the annual fees reflected below: 2018 $ 2017 $ Base fee for Non-Executive Chairman 200,000 130,000 Base fee for Non-Executive Director 100,000 87,000 Fee for Audit Committee Chairman 17,000 15,000 Fee for Audit Committee Member 5,000 4,000 • Recommending to the Board the remuneration of new Fee for Remuneration and senior executives appointed by the consolidated entity. Human Resources Committee Chairman 7,000 5,000 • The setting of overall guidelines for Human Resources Fee for Remuneration and policy, within which Senior Management determines Human Resources Committee Member 3,000 2,000 specific policies. • Reviewing the performance of the Board and its sub- The pool for non-executive directors’ fees is capped at committees, with the advice of external parties if appropriate. $750,000 per year as approved by shareholders at the 2015 Annual General Meeting. The Committee has met twice in the last twelve months. In addition, matters for consideration by the Committee have been dealt with during various Board meetings, where 4.2 Executive remuneration The consolidated entity provides appropriate rewards to attract Remuneration and Human Resources Committee members and retain key personnel. Base salaries, short and long term were in attendance. incentives are established by the Remuneration and Human Resources Committee for each executive having regard to the 4. Remuneration structure In accordance with best practice corporate governance, nature of each role, the experience of the individual employee and the performance of the individual and are then approved the structure of non-executive directors and executive by the Board. Market information and/or external consultants remunerations are separate. are engaged as appropriate and are used to benchmark executive remuneration. 4.2.1 Remuneration mix The consolidated entity’s executive remuneration is structured as a mix of fixed and variable remuneration through at risk short term and long term components. The mix of these components varies for different management levels. The relative proportion and components of the senior executives total remuneration opportunity for the 2018 financial year was: FIXED BASE VARIABLE TOTAL % of $ Total STI % of $ Total LTI % of $ Total % of $ Total Anthony Scali Kevin Fine 750,000 410,000 50 53 750,000 205,000 50 26 – 164,000 – 21 1,500,000 779,000 100 100 4.2.2 Fixed remuneration Fixed compensation is set to provide a base level of compensation which is appropriate to the position and responsibility and is competitive in the market. Fixed compensation is reviewed annually with effect from 1 September each year, by the Remuneration and Human Resources Committee by reviewing the consolidated entity and individual performance, skills, experience and comparative market compensation and where appropriate, external advice. The Company provides superannuation contributions in line with statutory obligations with benefits being delivered to the employee’s choice of Superannuation Fund. 10 Nick Scali Limited Annual Report 2018For personal use only Directors’ Report (continued) Remuneration Report – Audited (continued) 4.2.3 Variable remuneration – Short-term incentives (STI) Nick Scali operates short-term incentive (STI) programs that reward KMPs on the achievement of predetermined key performance indicators (KPIs) established for each financial year, according to the accountabilities of their role and its impact on the organisation’s performance. KPIs include profit targets and personal performance criteria. Using a profit target ensures variable reward is paid only when value is created for shareholders and when profit meets or exceeds the profit target recommended by the Remuneration and Human Resources Committee for approval by the Board. There are minimum levels of performance to trigger payouts and the profit targets are linked to a sliding scale set at the beginning of each financial year. The STI is set as a variable annual incentive, where challenging performance measures are set to incentivise superior performance. The Managing Director may also recommend to the Board discretionary bonuses in exceptional circumstances to reward contributions from high performing employees. The incentives are cash bonuses. The Remuneration and Human Resources Committee is responsible for assessing whether the KPIs are met. The following table shows the STI cash bonus target and the amount achieved for each KMP in the financial year 2018 and previous year: 2018 Name Anthony J Scali Kevin Fine STI TARGET STI ACHIEVED * Financial Non Financial Total $ Measures % Measures % 20% 80% 750,000 * Financial Non Financial Total $ Measures % Measures % 100% 48% 438,000 205,000 100% – 98,400 48% – * Financial Measures include net profit after tax 2017 Name Anthony J Scali Kevin Fine STI TARGET STI ACHIEVED * Financial Non Financial Total $ Measures % Measures % – 100% 560,000 * Financial Non Financial Total $ Measures % Measures % – 100% 560,000 193,125 100% – 193,125 100% – * Financial Measures include net profit after tax 4.2.4 Variable remuneration – Long-term incentives (LTI) Long term incentives, in the form of the Executive Performance grant subject to the achievement of specific performance hurdles in relation to earnings per share (EPS) growth, which Rights Plan (EPRP), are provided to employees in order to is not subject to retesting. Earnings per share is based on align remuneration with the creation of shareholder value the Company’s total profit after tax and before non-recurring over the long term. The LTI plan is only made available to items, all as determined by the Board. executives and other employees who are able to influence the generation of shareholder value and have a direct impact Rights may also be granted in accordance with the EPRP as a on the Company’s performance against relevant long term retention award where the performance condition is continued performance hurdles. employment with the Company to vesting date – no such retention Rights were awarded during the 2018 financial year. To achieve this purpose, the Board has determined earnings per share growth over a period of time to be the most There is no exercise price for the shares and the employees appropriate measure of performance. The plan operates to are able to exercise the Right up to two years following vesting, grant to employees Rights to ordinary shares that will vest after which time the Right will lapse. after a period of three years from the effective date of the Performance conditions in relation to Rights: Company’s average percentage compound EPS growth per annum Percentage of Rights exercisable Below 5% p.a. compound 5% p.a. compound Greater than 5% and less than 10% p.a. compound Nil 50% of Rights exercisable Calculated on a pro rata basis between 50% and 100% depending on the Company’s EPS performance 10% p.a. compound and above 100% of Rights exercisable 11 Nick Scali Limited Annual Report 2018For personal use only Directors’ Report (continued) Remuneration Report – Audited (continued) The LTI entitlement of a senior executive is calculated as a percentage of fixed annual remuneration as follows: • Kevin Fine : 40% The number of Rights granted to a senior executive is then calculated by taking the relevant executive’s fixed annual remuneration and multiplying it by the relevant predetermined LTI entitlement percentage of fixed remuneration and then dividing this by the Company’s volume weighted average share price for the four week period prior to the date of the release of the Company’s full year results. If the performance hurdle is not met or if the participant ceases to be employed by the Company, any unvested Rights will lapse unless otherwise determined by the Board. In the event of a takeover offer for the Company, the Rights may, at the discretion of the Board, vest in accordance with an assessment of performance with the performance period pro- rated to the date of the takeover offer. Employees who have been granted Rights are prohibited from entering into a transaction to limit the economic risk of such Rights whether through a derivative, hedge or similar arrangement. In addition, employees are prohibited from entering into any margin lending arrangements in respect of shares in the Company where those shares are offered as security for the lending arrangement. 4.3 Group performance The table below sets out the financial performance of the Company over the past five years: Revenue EBITDA Net profit after tax Earnings per share Ordinary dividends per share Share price at financial year end Stores Basic earnings per share growth 4.4 Remuneration outcomes 2018 Non-Executive Directors: John W Ingram Greg R Laurie Carole A Molyneux Stephen T Goddard1 Executive Directors: Anthony J Scali CAGR (%) 15.4 30.8 30.3 30.3 32.4 28.7 TOTAL $ 2014 2015 2016 2017 2018 $m $m $m Cents Cents $ # % 141.4 21.5 14.2 17.6 13.0 2.45 39 16.3 155.7 203.0 232.9 250.8 25.9 17.1 21.1 15.0 3.10 46 19.9 40.1 26.1 32.3 23.0 4.68 47 53.1 55.7 37.2 46.0 34.0 6.09 50 42.4 62.8 41.0 50.6 40.0 6.73 55 10.1 SALARY & FEES $ 200,000 109,589 102,283 30,441 SHORT TERM SHARE BASED POST EMPLOYMENT BENEFITS BENEFITS Cash Incentive $ PAYMENTS Share Rights $ LONG TERM BENEFITS Long Service Leave $ Superannuation $ – – – – – – – – – – 10,411 9,717 2,892 – – – – 200,000 120,000 112,000 33,333 20,049 39,324 1,288,093 668,720 560,000 Other Key Management Personnel: Kevin Fine 390,042 193,125 139,579 20,049 – 742,795 1,501,075 753,125 139,579 63,118 39,324 2,496,221 1 Stephen T Goddard was appointed as Non-Executive Director on 01 March 2018. 12 Nick Scali Limited Annual Report 2018For personal use only Directors’ Report (continued) Remuneration Report – Audited (continued) 4.4 Remuneration outcomes (continued) 2017 Non-Executive Directors: John W Ingram Greg R Laurie Carole A Molyneux Nick D Scali1 Executive Directors: Anthony J Scali SALARY & FEES $ 130,000 94,977 87,671 28,760 SHORT TERM SHARE BASED POST EMPLOYMENT BENEFITS BENEFITS Cash Incentive $ PAYMENTS Share Rights $ LONG TERM BENEFITS Long Service Leave $ TOTAL $ Superannuation $ – – – – – – – – – – 9,023 8,329 2,732 – – – – 130,000 104,000 96,000 31,492 19,615 13,528 1,273,191 680,048 560,000 Other Key Management Personnel: Kevin Fine 398,842 193,125 94,314 19,615 – 705,895 1 Nick D Scali resigned as Non-Executive Director on 27 October 2016. 1,420,298 753,125 94,314 59,314 13,528 2,340,578 4.5 Service Agreements NAME Anthony Scali TERM OF AGREEMENT Ongoing commencing BASE SALARY INCLUDING SUPERANNUATION TERMINATION BENEFIT Managing Director 24 May 2004 $750,000 – Kevin Fine Ongoing commencing Company Secretary and CFO 5 January 2015 $410,000 3 months base salary 4.6 Performance rights granted The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of key executives in this financial year or future reporting years are as follows: 30 June 2018 REFERENCE FY18/20 GRANT DATE1 31 Aug 2017 30 June 2017 REFERENCE FY17/19 GRANT DATE1 22 Nov 2016 30 June 2016 REFERENCE FY16/18 GRANT DATE1 4 Sep 2015 VESTING AND EXERCISABLE DATE Aug 2020 VESTING AND EXERCISABLE DATE Aug 2019 VESTING AND EXERCISABLE DATE Aug 2018 EXPIRY DATE 30 Jun 2022 EXPIRY DATE 30 Jun 2021 EXPIRY DATE 30 Jun 2020 EXERCISE PRICE FAIR VALUE PER RIGHT AT ($) GRANT DATE ($) 6.40 0.00 EXERCISE PRICE FAIR VALUE PER RIGHT AT ($) GRANT DATE ($) 5.66 0.00 EXERCISE PRICE FAIR VALUE PER RIGHT AT ($) GRANT DATE ($) 2.78 0.00 VESTED AND EXERCISED 30 JUNE 2018 – VESTED AND EXERCISED 30 JUNE 2017 – VESTED AND EXERCISED 30 JUNE 2017 – VESTED AND EXERCISED 30 JUNE 2016 – VESTED AND EXERCISED 30 JUNE 2016 – VESTED AND EXERCISED 30 JUNE 2015 – 1 The Grant Date is the date at which the performance rights are communicated to the employees. The effective date of the grant, from which the performance hurdles are measured, is the first day of the financial year in which the grant is made. 4.7 Performance rights holding 30 June 2018 Anthony Scali Kevin Fine 30 June 2017 Anthony Scali Kevin Fine BALANCE 30 JUNE 2017 – 79,045 BALANCE 30 JUNE 2016 – 45,876 GRANTED1 – 27,265 GRANTED1 – 33,169 VESTED AND EXERCISED – LAPSED – BALANCE 30 JUNE 2018 – – – 106,310 VESTED AND EXERCISED – LAPSED – BALANCE 30 JUNE 2017 – – – 79,045 1 All performance awards granted during the year are subject to EPS performance hurdles and remaining in employment until date of vesting. 13 Nick Scali Limited Annual Report 2018For personal use only Directors’ Report (continued) Remuneration Report – Audited (continued) 4.8 Additional disclosures relating to key management personnel Interest in the Shares of the Company The beneficial interest of each Director in the contributed equity of the Company are as follows: Ordinary shares John W Ingram Greg R Laurie Stephen T Goddard Scali Consolidated Pty Ltd BALANCE AT THE START OF THE YEAR RECEIVED AS PART OF REMUNERATION ADDITIONS DISPOSALS BALANCE AT THE END OF THE YEAR 370,399 30,000 – 22,078,947 22,479,346 – – – – – – – 6,000 60,399 310,000 – – 30,000 6,000 – 11,039,473 11,039,474 6,000 11,099,872 11,385,474 Scali Consolidated Pty Ltd is a Director related entity of Mr Anthony J Scali. This concludes the remuneration report, which has been audited. Indemnity and insurance of officers During the financial year, the Company has indemnified all Corporate Governance Statement Nick Scali Limited’s Corporate Governance Statement discloses the Directors and Executive Officers against certain liabilities how the Company complies with the recommendations of the incurred as such by a Director or Officer, while acting in that ASX Corporate Governance Council (3rd Edition) and sets out capacity. The premiums have not been determined on an the Company’s main corporate governance practices. This individual Director or Officer basis. statement has been approved by the Board and is current as at 30 June 2018. The Corporate Governance Statement of The Directors have not included details of the nature of the Nick Scali Limited can be found on the Company’s website: liabilities covered or the amount of the premium paid in respect www.nickscali.com.au/corporate-governance. of the Directors’ and Officers’ liability insurance contract, as such disclosure is prohibited under the terms of the contract. Rounding of amounts The Company is of a kind referred to in Class Order 2016/191, No other agreement to indemnify Directors or Officers have issued by the Australian Securities and Investments Commission, been entered into, nor have any payments in relation to relating to ‘rounding-off’. Amounts in this report have been indemnification been made, during or since the end of the rounded off in accordance with that Class Order to the nearest financial year, by the Company. thousand dollars, or in certain cases, the nearest dollar. Indemnity and insurance of auditor To the extent permitted by law, the Company has agreed to Non-audit services The following non-audit services were provided by the entity’s indemnify its auditors, Ernst & Young, as part of the terms of auditor, Ernst & Young Australia. The Directors are satisfied audit engagement agreement against claims by third parties that the provisions of non-audit services is compatible with the arising from the audit (for an unspecified amount) – except for general standard of independence for auditors imposed by the any loss in respect of any matters which are finally determined Corporations Act 2001. The nature and scope of each type of to have resulted from Ernst & Young’s negligent, wrongful non-audit service provided means the auditor independence or wilful acts or omissions. No payment has been made to was not compromised. indemnify Ernst & Young during or since the financial year. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf Tax review services of the Company, or to intervene in any proceedings to which New Zealand legal and tax advice the Company is a party for the purpose of taking responsibility Other assurance related services on behalf of the Company for all or part of those proceedings. $ 17,500 42,540 16,500 76,540 Ernst & Young Australia received or are due to receive the following amounts for the provision of non-audit services: Officers of the Company who are former partners of Ernst & Young There are no officers of the Company who are former partners of Ernst & Young. Auditor’s independence declaration The Directors received the declaration from the auditor of Nick Scali Limited and is included on page 16 of the Financial Statements. 14 Nick Scali Limited Annual Report 2018For personal use only Directors’ Report (continued) Auditor Ernst & Young continues in office in accordance with section 327 of the Corporations Act 2001. Notification of auditor rotation requirements On 18 December 2015 the Board of Directors approved the extension of the Lead Audit Partner rotation period from five years to seven years in accordance with section 324DAB of the Corporations Act 2001 and of the Corporations Legislative Amendment (Audit Enhancement) Act 2012. The decision was based on the directors determining that: • • the continuity of the audit partner is important given historic changes in CFO, the audit partner has a detailed understanding of the Company’s financial reporting processes and controls and this knowledge is considered valuable to the Board of Directors, • the two year extension does not give rise to a conflict of interest. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors John W Ingram Chairman 16 August 2018 Sydney Anthony J Scali Managing Director BARTOLO Blackwood Low-line TV Unit Nick Scali Limited Annual Report 2018 15 For personal use only Auditor’s Independence Declaration Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: (632) 891 0307 Fax: (632) 819 0872 ey.com/ph Auditor’s Independence Declaration to the Directors of Nick Scali Limited As lead auditor for the audit of Nick Scali Limited for the financial year ended 30 June 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 Nick Scali Limited and the entities it controlled during the financial year. Ernst & Young Kathy Parsons Partner 16 August 2018 1616 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation Nick Scali Limited Annual Report 2018For personal use only CARIS 100% Leather Armchair Nick Scali Limited Annual Report 2018 17 For personal use onlyConsolidated Statement of comprehensive income FOR THE YEAR ENDED 30 JUNE 2018 Revenue from sale of goods Cost of goods sold Gross profit Other income Expenses Marketing expenses Employment expenses General and administration expenses Property expenses Distribution expenses Depreciation and amortisation Finance costs NOTE 2018 $’000 2017 $’000 3 3 4 4 4 250,768 (93,562) 232,908 (87,346) 157,206 145,562 1,948 1,574 (19,007) (36,255) (9,364) (29,935) (1,027) (3,780) (928) (19,188) (34,707) (7,682) (27,683) (1,244) (2,814) (619) Profit before income tax expense 58,858 53,199 Income tax expense 5 (17,879) (15,963) Profit after income tax expense for the year attributable to the owners of Nick Scali Limited 40,979 37,236 Other comprehensive income Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Net change in the fair value of cash flow hedges taken to equity, net of tax Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Nick Scali Limited (1) 1,404 1,403 – 320 320 42,382 37,556 CENTS CENTS Basic earnings per share Diluted earnings per share 6 6 50.6 50.6 46.0 46.0 The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes 18 Nick Scali Limited Annual Report 2018For personal use only Consolidated Statement of financial position AS AT 30 JUNE 2018 Assets Current assets Cash and cash equivalents Receivables Inventories Other financial assets Prepayments Total current assets Non-current assets Property, plant and equipment Intangibles assets Deferred tax Total non-current assets Total assets Liabilities Current liabilities Borrowings Payables Current tax liabilities Provisions Total current liabilities Non-current liabilities Borrowings Provisions Deferred tax Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total equity NOTE 2018 $’000 2017 $’000 9 10 11 12 13 14 5 15 16 5 17 18 19 5 20 21 36,585 1,863 36,175 1,453 979 77,055 91,888 2,378 39,944 196 29,204 – 602 69,946 66,847 2,378 – 105 94,266 69,330 171,321 139,276 20,362 44,055 1,308 2,953 68,678 13,300 4,880 800 18,980 – 40,732 1,057 3,125 44,914 21,162 2,816 – 23,978 87,658 68,892 83,663 70,384 3,364 1,436 78,863 3,364 (24) 67,044 83,663 70,384 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 19 Nick Scali Limited Annual Report 2018For personal use only Consolidated Statement of changes in equity FOR THE YEAR ENDED 30 JUNE 2018 ISSUED CAPITAL $’000 EQUITY BENEFIT RESERVE $’000 CAPITAL CASH FLOW HEDGE PROFITS RESERVE RESERVE $’000 $’000 FOREIGN EXCHANGE RETAINED PROFITS $’000 RESERVE $’000 TOTAL EQUITY $’000 Balance at 1 July 2016 3,364 140 78 (706) Profit after income tax expense for the year – Other comprehensive income for the year, net of tax Total comprehensive income for the year Share-based payments (note 30) Dividends paid (note 7) – – – – – – – 144 – – – – – – – 320 320 – – Balance at 30 June 2017 3,364 284 78 (386) Balance at 1 July 2017 3,364 284 78 (386) – – – – – – – – – 54,918 57,794 37,236 37,236 – 320 37,236 37,556 – 144 (25,110) (25,110) 67,044 70,384 67,044 70,384 40,979 40,979 Profit after income tax expense for the year – Other comprehensive income for the year, net of tax Total comprehensive income for the year Share-based payments (note 30) Dividends paid (note 7) – – – – – – – 57 – – – – – – – 1,404 (1) – 1,403 1,404 (1) 40,979 42,382 – – – – – 57 (29,160) (29,160) Balance at 30 June 2018 3,364 341 78 1,018 (1) 78,863 83,663 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 20 Nick Scali Limited Annual Report 2018For personal use only Consolidated Statement of cash flows FOR THE YEAR ENDED 30 JUNE 2018 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Income taxes paid NOTE 2018 $’000 2017 $’000 274,178 (214,555) 256,200 (197,612) 59,623 750 (17,323) 58,588 915 (16,590) Net cash from operating activities 8 43,050 42,913 Cash flows from investing activities Purchase of property, plant and equipment 13 (28,821) (14,278) Net cash used in investing activities (28,821) (14,278) Cash flows from financing activities Payment of dividends on ordinary shares Proceeds from borrowings Interest paid 7 (29,160) 12,500 (928) (25,110) – (619) Net cash used in financing activities (17,588) (25,729) Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year (3,359) 39,944 2,906 37,038 Cash and cash equivalents at the end of the financial year 9 36,585 39,944 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 21 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements FOR YEAR ENDED 30 JUNE 2018 Basis of preparation Impairment of goodwill Note 1. Basis of preparation Corporate information Nick Scali Limited (the Company or the parent) is a for profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange. Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). The financial statements have been prepared under the historical cost convention, except for derivative financial instruments, which have been prepared at fair value. The financial report was authorised for issue in accordance with a resolution of the Directors on 16 August 2018. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiary as at 30 June 2018. A subsidiary is an entity that is controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiary are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intercompany transactions, balances and unrealised gains on transactions between the Company and its subsidiary are eliminated. Accounting policies of subsidiary are consistent with the policies adopted by the Company. Significant accounting judgements, estimates and assumptions In the process of applying the Company’s accounting policies, management has made judgements, estimates and assumptions. All judgements, estimates and assumptions made are believed to be reasonable, based on the most current information available to management. Actual results may differ from these judgements, estimates and assumptions. Judgements, estimates and assumptions which have the most significant effect on the amounts recognised in the financial statements: Operating Lease Commitments The Company has entered into commercial property leases for its stores. The Company has determined that the lessors retain all the significant risks and rewards of ownership of these properties and has thus classified the leases as operating leases. The Company determines whether goodwill is impaired on an annual basis. This requires an estimation of the recoverable amount of the cash-generating unit to which the goodwill is allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill is discussed in the financial report. Estimation of useful lives of assets The estimation of the useful lives of assets has been based on historical experience as well as consideration of lease terms (for assets used in or affixed to leased premises) and replacement policies (for motor vehicles). In addition, the condition of the assets is assessed at least once per year and considered against the remaining useful life. Adjustments to useful lives are made when considered necessary. Net realisable value of inventory Inventories are valued at the lower of cost and net realisable value. Weighted average cost is used to value inventories. Costs incurred in bringing each product to its present location and condition including freight, cartage and import duties are included in the cost of finished goods. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Judgment is applied in assessing the net realisable value. New Accounting Standards and Interpretations not yet mandatory or early adopted The consolidated entity adopted all new and amended Australian Accounting Standards and Interpretations that became applicable in the current financial year. The adoption of these Standards did not have a significant impact on the financial results or Statement of financial position. Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the company for the annual reporting year ended 30 June 2018. The Company’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Company, is set out below. AASB 9 Financial Instruments This standard brings together all aspects of accounting for financial instruments, and applies to annual reporting periods beginning on or after 1 January 2018. The Company early adopted the hedge accounting components of the standard in relation to its forward exchange contracts, and has adopted the standard in full on 1 July 2018. 22 Nick Scali Limited Annual Report 2018For personal use onlyNotes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 1. Basis of preparation (continued) The adoption of the standard in full is not expected to result in changes to the Company’s classification or measurement of its and this will continue to be recognized at the point in time when the goods are delivered to the customer. financial instruments and the application of the expected credit In adopting the standard, the Company assessed its potential loss model is not expected to result in a significant impairment performance obligations under its sales contracts and of the Company’s receivables at 30 June 2018. concluded that all performance obligations are satisfied upon delivery of the goods to the customer. AASB 15 Revenue from contracts with Customers This standard includes changes to revenue recognition based AASB 16 Leases on the principle that revenue is recognised when control of a This standard includes requirements to improve the recognition, good or service transfers to a customer, and applies to annual measurement and preparation of leases, and applies to annual reporting periods beginning on or after 1 January 2018. reporting periods beginning on or after 1 January 2019. The standard was adopted by the Company on 1 July 2018 The standard will be adopted by the Company on 1 July 2019 and is not expected to result in changes to the recognition and is expected to have a material impact on the financial of revenue within the statement of financial performance. The statements. The Company has yet to fully quantify this financial Company’s revenue is wholly derived from the sale of goods, impact. Performance for the year Note 2. Segment Information The Company has identified the Managing Director and the Board of Directors as the chief operating decision makers. The Company has one reportable segment being the retailing of furniture in Australia and New Zealand. Note 3. Revenue Revenue Sales Revenue Other income Interest income Rent received Sundry income Total other income 2018 $’000 2017 $’000 250,768 232,908 750 790 408 1,948 915 419 240 1,574 Recognition and measurement – Revenue and income recognition Revenue and income is recognised when it is probable that the economic benefit will flow to the Company and the revenue can be reliably measured. Revenue is recognised for major business activities as follows: Sale of goods Revenue is recognised when the risks and rewards of ownership of the goods have passed to the buyer and the costs incurred in respect of the transaction can be reliably measured. Risk and rewards are considered passed to the buyer at the time of delivery of the goods to the customer. Revenue recognised equals fair value of the consideration received or receivable. 23 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 4. Expenses Profit before income tax includes the following specific expenses: Expenses Property expenses Other expenses includes: Depreciation/amortisation of non-current assets Land and buildings Leasehold improvements Fixtures and fittings Motor vehicles Office Equipment Employee benefits expenses: Salaries and wages Superannuation expense Share-based payments Other1 2018 $’000 2017 $’000 29,935 27,683 823 1,578 233 74 1,072 771 1,028 132 65 818 3,780 2,814 28,604 2,695 280 4,676 27,591 2,439 144 4,533 36,255 34,707 1 Other Employee Benefits include commissions, payroll tax, workers compensation and contract staff. Recognition and measurement – Expenses Leases and operating 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. Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating leases are recognised as an expense in the statement of comprehensive income on a straight-line basis over the lease term of the lease. Number of employees Number of full-time and part-time employees at balance date 2018 411 2017 370 24 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 5. Income tax expense Income tax expense Current income tax charge Adjustments in respect of current income tax of previous years Relating to origination and reversal of temporary differences Aggregate income tax expense Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense Tax at the statutory tax rate of 30% Adjustments in respect of current income tax of previous years Adjustment for difference in overseas tax rates Other items Income tax expense Deferred tax recognised comprises temporary differences attributable to: Deferred capital gains Property, plant and equipment Inventory Employee entitlements Deferred lease incentives Lease make good provisions Cashflow hedge (Note 21) Other Total deferred tax (liabilities)/assets 2018 $’000 2017 $’000 17,401 193 285 16,275 (50) (262) 17,879 15,963 58,858 53,199 17,657 15,960 193 1 28 (50) – 53 17,879 15,963 (1,612) (1,572) 202 1,092 1,101 156 (436) 269 (800) (1,612) (798) 449 1,055 592 135 165 119 105 Recognition and measurement – Income tax Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the 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, 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 reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. 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. 25 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 6. Earnings per share Profit after income tax attributable to the owners of Nick Scali Limited 2018 $’000 2017 $’000 40,979 37,236 Number Number Weighted average number of ordinary shares used in calculating basic earnings per share 81,000,000 81,000,000 Weighted average number of ordinary shares used in calculating diluted earnings per share 81,000,000 81,000,000 Basic earnings per share Diluted earnings per share Cents 50.6 50.6 Cents 46.0 46.0 Recognition and measurement – Earnings per share Basic earnings per share Basic earnings per share (EPS) is calculated as net profit attributable to members, adjusted to exclude 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 Diluted EPS adjusts the Basic EPS to take account of the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration. Note 7. Equity – Dividends Dividends Dividends paid during the financial year were as follows: Final fully franked dividend for 30 June 2017: 20.0 cents (2016: 14.0 cents) Special fully franked dividend for 30 June 2017: Nil (2016: 3.0 cents) Interim fully franked dividend for 30 June 2018: 16.0 cents (2017: 14.0 cents) 2018 $’000 2017 $’000 16,200 – 12,960 11,340 2,430 11,340 29,160 25,110 In addition to the above dividend, since the end of the financial year Directors have declared a final fully franked dividend of 24.0 cents per fully paid ordinary share to be paid on 24 October 2018 out of retained profits at 30 June 2018. Franking credits Franking credits available at the reporting date based on a tax rate of 30% Franking credits that will arise from the payment of the amount of the provision 30,996 26,169 for income tax at the reporting date based on a tax rate of 30% 1,488 1,374 Franking credits available for subsequent financial years based on a tax rate of 30% 32,484 27,543 26 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 7. Equity – Dividends (continued) Franking credits available for future reporting periods based on a tax rate of 30% 2018 $’000 2017 $’000 24,152 20,600 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: • franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date • franking debits that will arise from the payment of dividends recognised as a liability at the reporting date • franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date The tax rate at which paid dividends have been franked is 30% (30 June 2017: 30%). Dividends declared and unpaid will be franked at the rate of 30% (30 June 2017: 30%). Note 8. Reconciliation of profit after income tax to net cash from operating activities Profit after income tax expense for the year 40,979 37,236 2018 $’000 2017 $’000 Adjustments for: Depreciation of property, plant and equipment Net loss on disposal of property, plant and equipment Share-based payments Interest expense classified as investing cash flows Foreign currency translation Net fair value change on derivatives Change in operating assets and liabilities: (Increase)/decrease in trade and other receivables Increase in inventories Decrease in deferred tax assets Increase in deferred tax liabilities Increase in prepayments Increase in value of other financial asset Increase in trade and other payables Increase/(decrease) in provision for income tax Increase in other provisions 3,780 2,814 – 57 928 (1) 1,404 (1,667) (6,972) 105 800 (377) (1,453) 3,324 251 1,892 111 144 619 – 320 1 (3,198) 226 – (363) (51) 5,530 (715) 239 Net cash from operating activities 43,050 42,913 27 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Operating assets and liabilities Note 9. Current assets – Cash and cash equivalents Cash at bank and on hand 2018 $’000 2017 $’000 36,585 39,944 Recognition and measurement – Cash and cash equivalents Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of six months or less. For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above. Note 10. Current assets – Receivables Trade debtors (i) Other debtors (ii) 2018 $’000 379 1,484 1,863 2017 $’000 196 – 196 (i) Trade debtors are non-interest bearing and generally less than 30 day terms. Customers with balances past due but without provision for impairment of receivables amount to $23,000 as at 30 June 2018 ($8,000 as at 30 June 2017). (ii) Other debtors includes contributions from landlords and claims due from suppliers. These are non-interest bearing and have repayment terms of up to 240 days. Recognition and measurement – Trade and other receivables Trade receivables are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the Company will not be able to collect the debts. Bad debts are written off when identified. Note 11. Current assets – Inventories Finished goods – at net realisable value Stock in transit – at cost 2018 $’000 2017 $’000 30,993 5,182 25,043 4,161 36,175 29,204 During the year ended 30 June 2018, $156,304 (2017: $1,169,776) was recognised as an expense for inventories carried at net realisable value. This was recognised in cost of goods sold. Recognition and measurement – Inventories Inventories are valued at the lower of cost and net realisable value. Weighted average cost is used to value inventories. Costs incurred in bringing each product to its present location and condition includes purchase price plus freight, cartage and import duties. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Note 12. Current assets – Other financial assets Derivative hedge receivable (Note 23) 28 2018 $’000 2017 $’000 1,453 – Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 13. Non-current assets – Property, plant and equipment Land and buildings – at cost Less: Accumulated depreciation Leasehold improvements – at cost Less: Accumulated depreciation Fixtures and fittings – at cost Less: Accumulated depreciation Motor vehicles – at cost Less: Accumulated depreciation Office equipment – at cost Less: Accumulated depreciation 2018 $’000 80,610 (2,978) 77,632 15,229 (6,437) 8,792 2,770 (2,241) 529 815 (538) 277 10,619 (5,961) 4,658 2017 $’000 57,367 (2,155) 55,212 12,089 (5,372) 6,717 2,639 (2,146) 493 747 (464) 283 9,048 (4,906) 4,142 91,888 66,847 Reconciliations Reconciliation of the carrying amounts of property, plant & equipment at the beginning and end of the current financial year: LAND & BUILDINGS $’000 LEASEHOLD IMPROVEMENTS $’000 FIXTURES & FITTINGS $’000 MOTOR VEHICLES $’000 OFFICE EQUIPMENT $’000 Balance at 1 July 2016 Additions Disposals Impairment of assets 46,864 9,119 – (59) Depreciation expense (712) Balance at 30 June 2017 Additions Impairment of assets 55,212 23,243 59 Depreciation expense (882) 5,253 2,583 (91) (14) (1,014) 6,717 3,654 14 (1,592) 534 93 (2) 193 172 2,649 2,311 (17) – – – – (73) (132) (65) (818) (2,741) 493 269 – (233) 283 68 – (74) 4,142 1,588 – (1,072) 66,847 28,821 73 (3,853) TOTAL $’000 55,493 14,278 (110) Balance at 30 June 2018 77,632 8,792 529 277 4,658 91,888 Land and buildings totalling $76.5m (2017: $46.9m) are used to secure bank loans relating to their purchase. 29 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 13. Non-current assets – Property, plant and equipment (continued) Recognition and measurement – Property, plant and equipment All classes of property, plant and equipment are measured at cost, less accumulated depreciation and any impairment in value. Depreciation is provided on a straight line basis on all property, plant and equipment. Major depreciation periods are: Buildings Leasehold improvements Furniture and fittings Motor vehicles Office equipment (including IT) 20 – 40 years 5 – 15 years 3 – 15 years 6 years 3 – 12 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements are depreciated at the shorter of the useful life or the term of the lease. Land is not depreciated. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which it belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. Note 14. Non-current assets – Intangibles assets Goodwill on acquisition of stores in Adelaide 2018 $’000 2017 $’000 2,378 2,378 Goodwill acquired through business combinations has been allocated to one individual cash generating unit for impairment testing, being the Adelaide stores and related distribution centre. The recoverable amount of the Adelaide stores has been determined based on a value in use calculation using cash flow projections. As a result of the analysis, any reasonable sensitivity analysis will not result in any impairment. It would require a significant adverse change in these assumptions to impact the existing non-impairment assessment. The significant adverse change is not expected. Recognition and measurement – Intangible assets Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. When goodwill forms part of a cash-generating unit 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 manner is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. 30 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 15. Current liabilities – Borrowings Commercial bills payable 2018 $’000 2017 $’000 20,362 – Recognition and measurement – Interest-bearing loans and borrowings All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Fees paid on the establishment of loan facilities that are yield related are included as part of the carrying amount of the loans and borrowings. Borrowing costs are recognised as an expense when incurred, unless they are directly attributable to the acquisition, construction or production of a qualifying asset whereby they are capitalised. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Note 16. Current liabilities – Payables Trade creditors (i) Other creditors and accruals (ii) Derivative hedge payable (iii) (Note 23) Customer deposits (iv) 2018 $’000 11,578 6,080 – 26,397 44,055 2017 $’000 7,603 9,235 551 23,343 40,732 Terms and conditions relating to the above financial instruments (i) Trade creditors are non-interest bearing financial instruments and are normally settled on 30 day terms. (ii) Other creditors are non-interest bearing financial instruments and are normally settled on 30 to 60 day terms. (iii) Foreign currency forward contracts are initially recognised in the statement of financial position at cost and subsequently remeasured to their fair value. Accordingly there is no difference between the carrying value and the fair value of derivative financial instruments at reporting date. (iv) Customer deposits relates to deposits received for orders not yet completed. Recognition and measurement – Payables Trade and other payables are carried at amortised cost and due to their short term nature they are not discounted. They represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services. Note 17. Current liabilities – Provisions Employee entitlements Deferred lease incentives 2018 $’000 2,723 230 2017 $’000 2,634 491 2,953 3,125 Recognition and measurement – Provisions Employee entitlements Liabilities for annual leave and long service leave expected to be settled within 12 months of the reporting date are measured as the amounts to be paid when the liabilities are settled. Deferred lease incentive The Company has received financial incentives from the lessor of certain properties. These are recorded as a liability and amortised over the term of the lease. 31 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 18. Non-current liabilities – Borrowings Commercial bills payable Financing facilities available Unrestricted access was available on the following lines of credit at the reporting date: Total facilities Bank loans expiring within 12 months Bank loans expiring in greater 12 months Bank guarantees Interchangeable facilities, including letters of credit Facilities used at reporting date: Bank loans expiring within 12 months Bank loans expiring in greater 12 months Bank guarantees Interchangeable facilities, including letters of credit Facilities unused at reporting date: Bank loans expiring within 12 months Bank loans expiring in greater 12 months Bank guarantees Interchangeable facilities, including letters of credit 2018 $’000 2017 $’000 13,300 21,162 21,262 13,300 2,000 5,000 41,562 20,362 13,300 1,477 223 35,362 900 – 523 4,777 6,200 – 23,362 2,000 5,000 30,362 – 21,162 1,678 151 22,991 – 2,200 322 4,849 7,371 Recognition and measurement – Interest-bearing loans and borrowings All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Fees paid on the establishment of loan facilities that are yield related are included as part of the carrying amount of the loans and borrowings. Borrowing costs are recognised as an expense when incurred, unless they are directly attributable to the acquisition, construction or production of a qualifying asset whereby they are capitalised. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. 32 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 19. Non-current liabilities – Provisions Employee entitlements Deferred lease incentives Lease make good Recognition and measurement Employee entitlements 2018 $’000 919 3,441 520 4,880 2017 $’000 885 1,481 450 2,816 Liabilities for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to the expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Lease make good A provision has been made for the present value of anticipated costs of future restoration of leased properties. The provision includes future cost estimates associated with restoring the premises to its condition at the time the Company initially leased the premises, subject to fair wear and tear. Deferred lease incentives The Company has received financial incentives contributions from the lessor of certain properties. These are recorded as a liability and amortised over the term of the lease. Capital structure and finance cost 2018 SHARES 2017 SHARES 2018 $’000 2017 $’000 Note 20. Equity – Issued capital Authorised and fully paid ordinary shares 81,000,000 81,000,000 3,364 3,364 Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. Capital risk management The Board of Directors’ policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. There were no changes in the Company’s approach to capital management during the year. The Company may look to raise capital when an opportunity to invest in a business is seen as value adding. The Company has established specific borrowing facilities in relation to property purchases, which are secured over those specific properties. The Company may consider using external equity when required for specific investments. The Company pays dividends at the discretion of the Board. The dividend amount is based on market conditions and the profitability of the Company. 33 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 21. Equity – Reserves Capital profits reserve Cash flow hedge reserve Foreign exchange reserve Equity benefits reserve Movements in reserves Balance at 1 July 2016 Amounts recognised for cash flow hedges Income tax on items taken directly to or transferred from equity Amounts transferred to non-financial assets Share-based payment Balance at 30 June 2017 Amounts recognised for cash flow hedges Income tax on items taken directly to or transferred from equity Amounts transferred to non-financial assets Foreign exchange reserve Share-based payment 2018 $’000 78 1,018 (1) 341 1,436 EQUITY BENEFITS RESERVE $’000 140 CAPITAL PROFITS RESERVE $’000 78 CASH FLOW HEDGE RESERVE $’000 (706) FOREIGN EXCHANGE RESERVE $’000 – – – – 144 284 – – – – 57 – – – – 78 – – – – – (1,337) (138) 1,795 – (386) 1,430 (602) 576 – – – – – – – – – – (1) – 2017 $’000 78 (386) – 284 (24) TOTAL $’000 (488) (1,337) (138) 1,795 144 (24) 1,430 (602) 576 (1) 57 Balance at 30 June 2018 341 78 1,018 (1) 1,436 Equity benefits reserve This reserve is used to record the value of share-based payments provided to employees as part of their remuneration. Refer to Note 30 for further details of these plans. Capital profits reserve This reserve is comprised wholly of the surplus on disposal of assets that were acquired prior to the introduction of Capital Gains Tax provisions. Cash flow hedge reserve This reserve is used to recognise the effective portion of the gain or loss of cash flow hedge instruments that is determined to be an effective hedge. Foreign exchange reserve This reserve is used to recognise where assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. 34 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 22. Financial instruments Financial risk management objectives The Company has exposure to foreign exchange risk, interest uses forward currency contracts and options to manage its currency exposures; and where the qualifying criteria are met, these are designated as hedging instruments for the purposes rate risk, credit risk and liquidity risk. of hedge accounting. The Company’s financial risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. As at 30 June 2018, the Company has trade payables of $3,557,300 (2017: $1,210,531) denominated in US dollars and stock in transit of $3,729,315 (2017: $3,176,985) denominated in US dollars, all of which are covered by designated cash flow hedge. As a result, the sensitivity to a reasonably possible change in the US dollar exchange rate is minimal. The cash flows relating to cash flow hedge positions held at year end are The Board of Directors has overall responsibility for the expected to occur in July 2018 through to November 2018, establishment and oversight of the Company’s risk management and the profit and loss is expected to be affected through cost framework. The Board has established an Audit Committee, of sales as the hedged items (inventory) are sold to customers. which is responsible for developing and monitoring the All forecast transactions subject to hedge accounting have Company’s risk management policies. The Committee provides occurred or are highly likely to occur. regular reports to the Board of Directors on its activities. During the year, the Company designated foreign currency The Company’s principal financial instruments comprise bank forward contracts as hedges of highly probable purchases of loans, and cash and short-term deposits. The main purpose inventory in US dollars. The forecast purchases are expected to of these financial instruments is to raise finance for and fund occur during July 2018 through to November 2018. the Company’s operations. The Company has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. It is, and has been throughout the year, the Company’s policy that no trading in financial instruments is undertaken. Market risk Market risk is the risk that changes in market prices such as foreign exchange rates and interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control exposure within acceptable parameters while maximising return. Foreign currency risk All of the Company’s sales are denominated in either Australian dollars or New Zealand dollars, whilst the majority of inventory purchases are denominated in currencies other than Australian dollars, primarily US dollars. Where appropriate the Company The terms of the foreign currency forward contracts have been negotiated to match the terms of the forecasted transactions. Both parties of the contract have fully cash collateralised the foreign currency forward contracts, and therefore, effectively eliminated any credit risk associated with the contracts (both the counter-party’s and the Company’s own credit risk). Consequently, the hedges were assessed to be highly effective. As at 30 June 2018, an unrealised gain of $1,403,000 (30 June 2017: an unrealised gain of $320,000) is in other comprehensive income. Interest rate risk Financial instruments utilised that are subject to interest, and therefore interest rate risk, are cash and commercial bills. Management continually monitor the exposure to interest rate risk. The following table sets out the carrying amount by maturity of the financial instruments exposed to interest rate risk at reporting date. The fair value of the cash and commercial bills shown below are based on the face value of those financial instruments. WEIGHTED AVERAGE INTEREST RATE % Floating rate Cash – Assets less than one year Commercial Bills – Liabilities less than one year Commercial Bills – Liabilities between one and five years 2.19 3.28 3.28 Net exposure to cash flow interest rate risk 2018 2017 WEIGHTED AVERAGE INTEREST RATE % 2.41 – 3.94 BALANCE $’000 36,582 (20,362) (13,300) 2,920 BALANCE $’000 39,943 – (21,162) 18,781 A reasonably possible increase/(decrease) in the interest rate of 100 basis points would result in an increase/(decrease) of profit before income tax expense of $29,000 (2017: $188,000). 35 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 22. Financial instruments (continued) Credit risk Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in a financial loss to the Company. In most cases, the Company requires full and final payment either prior to, or upon delivery of the goods to the customer. In limited cases where credit is provided, the Company trades on credit terms with recognised, creditworthy third parties. Customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant. There are no significant concentrations of credit risk within the Company. With respect to credit risk arising from financial assets of the Company, which comprise of cash and cash equivalents and receivables, the Company’s maximum exposure to credit risk, excluding the value of any collateral or other security, at reporting date to recognised financial assets is in the carrying amount, net of any provisions for doubtful debts, as disclosed in the statement of financial position and notes to the financial statements. Cash and cash equivalents are only invested with corporations which are approved by the Board of Directors. Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions. The Company manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. The following tables detail the Company’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. LESS THAN 3 MONTHS $’000 3 TO 12 MONTHS $’000 1 TO 5 YEARS $’000 OVER 5 YEARS $’000 REMAINING CONTRACTUAL MATURITIES $’000 2018 Non-derivatives Non-interest bearing Trade Creditors Other creditors Interest-bearing – variable Borrowings Total non-derivatives 11,346 6,080 232 – – – 277 17,703 21,177 21,409 14,988 14,988 – – – – 11,578 6,080 36,442 54,100 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. Other creditors include cash flow hedges which are valued as outlined in Note 15. LESS THAN 3 MONTHS $’000 3 TO 12 MONTHS $’000 7,451 9,235 154 16,840 152 – 465 617 1 TO 5 YEARS $’000 – – 22,093 22,093 OVER 5 YEARS $’000 REMAINING CONTRACTUAL MATURITIES $’000 – – – – 7,603 9,235 22,712 39,550 2017 Non-derivatives Non-interest bearing Trade Creditors Other creditors Interest-bearing – variable Borrowings Total non-derivatives 36 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 23. Fair value measurement Fair value hierarchy All financial instruments for which fair value is recognised or disclosed are categorised with the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1: Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable At the reporting date the fair value of derivative financial instrument represented a derivative hedge receivable of $1,453,000 (2017: derivative hedge payable of $551,000). All foreign currency forward contracts were measured at fair value using the Level 2 method. Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. Recognition and measurement – Derivative financial instruments Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. Recognition of the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and the nature of the item being hedged. As appropriate, the Company designates derivatives as either hedges of the fair value of recognised assets or liabilities of firm commitments (fair value hedges) or hedges of highly probable forecast transactions (cash flow hedges). Recognition and measurement – Fair value measurement Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one year to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Other Notes Note 24. Key management personnel The aggregate compensation made to directors and other members of key management personnel of the Company is set out below: Short-term employee benefits Long-term employee benefits Post-employment benefits Share-based payments 2018 $ 2017 $ 2,254,200 2,173,423 39,324 63,118 139,579 13,528 59,314 94,314 2,496,221 2,340,579 37 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 25. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by Ernst & Young, the auditor of the Company, and its network firms: Audit services – Ernst & Young Audit or review of the financial statements Other services – Ernst & Young Tax review services New Zealand legal and tax advice Other assurance related services Note 26. Contingent liabilities There are no contingent liabilities as at 30 June 2018 (2017: Nil). Note 27. Commitments Operating lease commitments Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years More than five years 2018 $ 2017 $ 132,500 110,000 17,500 42,540 16,500 76,540 16,500 – – 16,500 209,040 126,500 2018 $’000 2017 $’000 22,570 65,305 13,875 24,748 66,288 16,044 101,750 107,080 Operating leases are in respect of the Group’s leased premises. Leases are entered into for varying terms. Rent reviews are based on CPI increases or fixed increases. In some cases there are market reviews, particularly when exercising renewal options. A number of the leases contain options to renew in favour of the Group. Capital Commitments At 30 June 2018, the Group had capital commitments of $945,000 (2017: $893,000) relating to the fitout of the new premises and showrooms. Note 28. Related party transactions Transactions with related parties The following transaction occurred with related parties: The Company leased premises at Auburn, in New South Wales, from entities controlled by Mr Anthony J Scali until 4 December 2017. The following details the term and rent paid by the Company in respect of the premises leased. Lease rentals were determined on an arm’s length basis. All other material terms of this lease were of a nature that would be typically entered into between unrelated parties. Location: Term: 242–248 Parramatta Road, Auburn, NSW 8 years, commencing 1 November 2016. Rent and Outgoings: $359,566 (plus GST) during the period On the 4 December 2017, the Company terminated the lease in accordance with the terms included therein, and purchased the property from entities controlled by Mr Anthony J Scali for $22,000,000. The purchase price was determined on an arm’s length basis. 38 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 28. Related party transactions (continued) Other related party transactions Dealings between the Company and the directors and personally-related entities were made during the year in the ordinary course of business on normal commercial terms and conditions. The nature of these dealings were primarily the reimbursement of personal expenses incurred on Company paid credit cards and the purchase of products for their own use. Receivable from and payable to related parties There were no trade receivables from or trade payables to related parties at the current and previous reporting date. Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Note 29. Events after the reporting period Apart from the dividend declared as disclosed in Note 7, no other matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Company’s state of affairs in future financial years. Note 30. Share-based payments The Company has an Executive Performance Rights Plan which is provided for executives and other employees. In accordance with the provisions of the plan, executives and employees are awarded rights to ordinary shares that will vest after a period of three years subject to the achievement of specific performance hurdles in relation to earnings per share (EPS) growth, which is not retested. There is no exercise price for the shares and the employees are able to exercise the right for up to two years following vesting, after which time the right will lapse. In the year ended 30 June 2018 rights to ordinary shares were issued which include performance hurdles requiring compound annual EPS growth of between 5% and 10%. Under the grant, 50% of the rights are exercisable on the achievement of 5% EPS growth, 100% on the achievement of 10% EPS growth, and for the achievement of between 5% and 10% EPS growth the number of rights exercisable is calculated on a pro-rata basis. The expense recognised in relation to employee share rights during the year was $280,480 (2017: $199,755). The following table reconciles the outstanding employee share rights granted under the Executive Performance Rights Plan at the beginning and end of the financial year: Balance at the start of the year Granted Exercised Expired 2018 $ 177,621 64,172 (34,418) – 2017 $ 122,659 64,962 (10,000) – Balance at the end of the year 207,375 177,621 Fair Value of Rights Granted The fair value of rights at grant date is valued under risk neutral conditions. Under these conditions the value of the right is equivalent to the share price reduced by the present value of dividends payable on the shares until vesting. The present value of the dividends is deducted from the share price because the right holder is not entitled to dividends until the rights are exercised. The valuation assumes that the rights are exercised as they vest. 39 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 30. Share-based payments (continued) The key assumptions used for determining fair value at grant date are as follows: Share Price at Grant Date Dividend Yield Franking Rate Implied pre-tax effective dividend yield 2018 $6.40 6.0% 30.0% 8.6% 2017 $5.66 6.4% 30.0% 9.0% Recognition and measurement – Share-based payments Share-based payments are measured at the fair value of the rights at grant date and are expensed on a straight line basis over the vesting period, with a corresponding increase in equity, based on the Company’s estimate of the number of shares that will eventually vest, giving consideration to the likelihood of employee turnover and the likelihood of non-market performance conditions being met. At each reporting date the Company revises its estimate of the number of rights expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, along with the reversal of any previous charges relating to rights which may have lapsed. Note 31. Parent entity information Set out below is the supplementary information about the parent entity. Statement of comprehensive income Profit after income tax expense Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Capital profits reserve Hedging reserve – cash flow hedges Equity benefits reserve Retained profits 2018 $’000 41,010 42,414 77,556 170,297 67,636 86,602 3,364 78 1,017 341 78,895 PARENT 2017 $’000 37,236 37,556 69,946 139,276 44,914 68,892 3,364 78 (386) 284 67,044 Total equity 83,695 70,384 Recognition and measurement – Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Nick Scali Limited (‘company’ or ‘parent entity’) as at 30 June 2018 and the results of all subsidiaries for the year then ended. Nick Scali Limited and its subsidiaries together are referred to in these financial statements as the ‘consolidated entity’. Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity 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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. 40 Nick Scali Limited Annual Report 2018For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 32. Controlled Entities Subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described in this financial report. NAME OF ENTITY COUNTRY OF INCORPORATION CLASS OF SHARES Nick Scali (New Zealand) Limited New Zealand Ordinary EQUITY HOLDING 2017 2018 % % 100 100 Note 33. Summary of other significant accounting policies Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting year; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting year. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting year; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting year. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Other taxes Revenues, expenses and assets are recognised net of the amount of Goods and Services Tax (‘GST’) except: • when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and • receivables and payables, which are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position. Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to the taxation authority are classified as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority. Foreign currency translation Both the functional and presentation currency of the Company is Australian dollars ($). Items included in the financial report of the Company are measured using that functional currency. Foreign currency transactions Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction or at the hedged rate if qualifying financial instruments have been used to reduce exposure. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date or hedged rates. All exchange differences are recognised in the statement of comprehensive income, except when deferred in equity as qualifying cash flow hedges. Nick Scali Limited Annual Report 2017 41 For personal use only Notes to the consolidated financial statements for year ended 30 June 2018 (continued) Note 33. Summary of other significant accounting policies (continued) Derecognition of financial assets and financial liabilities Financial assets A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when: • • the rights to receive cash flows from the asset have expired; the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or • the Company has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Company’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration received that the Company could be required to repay. Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss. 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. When the Company 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 virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost. Contributed equity Ordinary share capital is recognised at the fair value of the consideration received by the Company. Any transaction cost arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received, net of tax. Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. Rounding of amounts The Company is of a kind referred to in Class Order 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. 42 Nick Scali Limited Annual Report 2018For personal use onlyDirectors’ Declaration In the directors’ opinion: • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in Note 1 to the financial statements; • the attached financial statements and notes give a true and fair view of the Company’s financial position as at 30 June 2018 and of its performance for the financial year ended on that date; and • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the Directors John W Ingram Chairman 16 August 2018 Sydney Anthony J Scali Managing Director TONO Concrete/Acacia Dining Table Nick Scali Limited Annual Report 2018 43 For personal use only Independent Auditor’s Report to the Members of Nick Scali Limited 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 Independent Auditor's Report to the Members of Nick Scali Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Nick Scali Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 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) b) giving a true and fair view of the consolidated financial position of the Group as at 30 June 2018 and of its consolidated financial performance for the year ended on that date; and 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. 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. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 44 Nick Scali Limited Annual Report 2018For personal use only Independent Auditor’s Report to the Members of Nick Scali Limited (continued) Inventory provision for obsolescence Why significant How our audit addressed the key audit matter The Group held an inventory balance at 30 June 2018 of $36.2 million with associated provisions for Inventory obsolescence of $0.7 million. Given the significance of the judgements the Company exercised in applying its policy to determine the value of provisions to be carried for inventory obsolescence, this was considered to be a key audit matter. We evaluated the Company’s assumptions used in determining the provision for inventory obsolescence by analysing the level of provisioning on a category of inventory basis. We compared the percentage of inventory provided, by category to prior periods, determining if changes in the percentages provided were appropriate based on recent and expected retail selling prices. We compared the Inventory provision to total inventory amounts written off in the year. 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 Company’s 2018 Annual Report, but does not include 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 accordingly we do not express any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. 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 Company 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. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 45 Nick Scali Limited Annual Report 2018For personal use only Independent Auditor’s Report to the Members of Nick Scali Limited (continued) 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: • • • • • • 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. A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 46 Nick Scali Limited Annual Report 2018For personal use only Independent Auditor’s Report to the Members of Nick Scali Limited (continued) 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 9 to 14 of the directors' report for the year ended 30 June 2018. In our opinion, the Remuneration Report of Nick Scali Limited for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company 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 Kathy Parsons Partner Sydney 16 August 2018 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation 47 Nick Scali Limited Annual Report 2018For personal use only Shareholder Information Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is as follows. The information is current as at 27 July 2018. Distribution of equitable securities Analysis of number of equitable security holders by size of holding: NUMBER OF HOLDERS OF ORDINARY SHARES 1,380 1,558 396 268 20 3,622 ORDINARY SHARES % OF TOTAL NUMBER HELD SHARES ISSUED 24.59 19,916,034 11,039,474 11,039,473 9,351,235 5,578,200 3,754,712 1,300,000 1,250,568 1,123,727 1,000,000 417,370 326,080 291,583 289,571 225,280 150,000 146,268 122,111 104,000 100,000 13.63 13.63 11.54 6.89 4.64 1.60 1.54 1.39 1.23 0.52 0.40 0.36 0.36 0.28 0.19 0.18 0.15 0.13 0.12 67,525,686 83.37 Shareholders Category 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and Over Total Equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: HSBC Custody Nominees (Australia) Limited Scali Consolidated Pty Limited Kuka Investment and Management Co. Limited Citicorp Nominees Pty Limited J P Morgan Nominees Australia Limited National Nominees Limited Molvest Pty Ltd BNP Paribas Nominees Pty Ltd BNP Paribas Nominees Pty Ltd Grahger Retail Securities Pty Ltd Brispot Nominees Pty Ltd Netwealth Investments Limited UBS Nominees Pty Limited Lan Trading Capital Pty Ltd Bond Street Custodians Limited Mr Yonatan Widjaya & Mrs Mela Widjaya BNP Paribas Nominees Pty Ltd Cashmere Dell Pty Ltd Mrs Susan Humphrey Dunecove Pty Limited 48 Nick Scali Limited Annual Report 2018For personal use only Shareholder Information (continued) Substantial holders Substantial holders in the Company are set out below: Scali Consolidated Pty Limited Kuka Investment and Management Co. Limited Perpetual Limited Airlie Funds Management Pty Limited Voting rights Ordinary shares All ordinary shares carry one vote per share without restriction. There are no other classes of equity securities. ORDINARY SHARES % OF TOTAL NUMBER HELD SHARES ISSUED 11,039,474 11,039,473 10,960,816 5,922,920 38,962,683 13.63 13.63 13.53 7.31 48.10 SLOAN Solid Oak Console Table Nick Scali Limited Annual Report 2018 49 For personal use only 50 ANITA and LAINE Dining Chairs Nick Scali Limited Annual Report 2018For personal use onlyCorporate Information Nick Scali Limited ABN 82 000 403 896 Store Locations New South Wales Alexandria Auburn Bankstown Belrose Campbelltown Campbelltown Clearance Caringbah Castle Hill Casula Kotara Marsden Park Moore Park Penrith Prospect Clearance Rutherford Tuggerah Warrawong West Gosford 1 Morayfield opened in July 2018 Australian Capital Territory Fyshwick Fyshwick Clearance Victoria Chirnside Essendon Frankston Geelong Moorabbin Nunawading Preston Richmond Springvale Springvale Clearance South Wharf Taylors Lakes South Australia Gepps Cross Western Australia Cannington Jandakot Joondalup Midland O’Connor Osborne Park New Zealand Mt Wellington Glynde Marion Mile End Tasmania Hobart Queensland Aspley Bundall Cairns Fortitude Valley Jindalee Macgregor Maroochydore Morayfield1 North Lakes Robina Toowoomba Townsville Registered Office Level 7, Triniti 2 39 Delhi Road Auditors Ernst & Young Share Registry Link Market Services Limited Annual General Meeting The Annual General Meeting Ernst & Young Building Level 12, 680 George Street will be held at 12H00 on North Ryde NSW 2113 Telephone: 02 9748 4000 200 George Street Sydney NSW 2000 Website: www.nickscali.com.au Sydney NSW 2000 Tuesday 23rd October 2018 At Nick Scali Limited Head Office Company Secretary Kevin Fine Solicitors Ashurst Stock Exchange Nick Scali Limited shares are Level 11, 5 Martin Place listed on the Australian Sydney NSW 2000 Securities Exchange The home exchange is Sydney ASX code: NCK Nick Scali Limited Annual Report 2018 51 For personal use onlyFor personal use onlyMAZARA Fabric Modular with Electric Recliner and Terminal PARQUET Dining Table and TV Unit LISA Leather Dining Chair LAINE Fabric Dining Chair HECTOR Coffee Table Nest LOUIE Patchwork Floor Rug LILA Floor Lamp For personal use onlyFor personal use only

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