Annual Report 2018
For personal use only For personal use only VITORIO 100% Leather 2.5 Electric Recliner with Chaise
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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
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6
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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
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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