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Address Woolworths Group plc 242 Marylebone Road Woolworths Group plc London NW1 6JL Telephone +44 (0)20 7262 1222 Facsimile +44 (0)20 7706 5416 2008 ANNUAL REPORT AND ACCOUNTS www.woolworthsgroupplc.com 2008ANNUAL REPORT AND ACCOUNTS
> Retail Woolworths Our stores comprise traditional Woolworths outlets located in small towns and city suburbs, targeted at meeting basic everyday shopping requirements, as well as larger stores located on prime shopping streets in major regional shopping centres. The product offer covers Toys, Children’s Clothing, Events, Confectionery, Home and Entertainment; larger stores include a more comprehensive range of Home and Children’s Clothing. Through its website and catalogue, The Big Red Book, Woolworths offers customers a multichannel shopping solution across a broad range of products. Orders can be placed at home or in-store with delivery to either the customer’s home or for collection in-store. www.woolworths.co.uk > Entertainment Wholesale and Publishing 2 | Entertain Contents The Group holds a 40 per cent share in this joint venture, 02 Financial and Operational Highlights combining the former VCI audio and video business with 03 Chairman’s Statement BBC Worldwide’s video publishing arm. Recent video titles Directors’ Report Business Review | 2 Entertain include “Clarkson – Supercar Showdown” and “Top Gear – Interactive DVD” and on audio, the “100 Hits” range. www.2entertain.co.uk 04 Our Resources 10 Chief Executive’s Report 16 Finance Director’s Report 20 Risk Factors Entertainment UK Limited (‘EUK’) 21 Corporate Social Responsibility EUK is the UK’s leading distributor of entertainment products, 22 Board of Directors generating an annual turnover in excess of £1.1 billion. EUK’s product portfolio covers all of the major 24 Corporate Governance entertainment formats – music, DVD, games and books – 28 Other Information as well as mobile phones. In turn, these products are 31 Directors’ Remuneration Report supplied to some of the country’s best known store groups 40 Statement of Directors’ Responsibilities and online retailers. 41 Independent Auditors’ Report 42 Group Income Statement www.entuk.co.uk Group Statement of Recognised Income and Expense 43 Group Balance Sheet 44 Group Cash Flow Statement Bertram Group Limited 45 Notes to the Group Accounts Bertram Group consists of the following three divisions: 82 Five Year Record 83 Independent Auditors’ Report Bertrams | THE, the UK’s leading book wholesaler with a 84 Company Balance Sheet growing number of international customers. 85 Notes to the Company Accounts Bertram Publisher Services provides distribution services 91 Shareholder Information to a wide range of client publishers. TOTAL HOME ENTERTAINMENT Bertram Library Services, an industry leading supplier of books, tapes, CDs, games and many other audio-visual THE products to public libraries, schools, universities and educational institutions in the UK and around the world. www.bertrams.com
Woolworths Group plc 01. Annual report and accounts 2008 WOOLWORTHS GROUP PLC is principally a UK retailer and Entertainment distributor focused on the home, family and entertainment. Woolworths offers its customers value-for-money on an extended range of products. It is built around the well known Woolworths brand which is represented in towns and cities throughout the UK. Through Entertainment UK, Bertram Group and 2 entertain, Woolworths Group also has leading positions in UK Entertainment and Books wholesale distribution and publishing.
02. Woolworths Group plc Annual report and accounts 2008 Financial > Group revenue increased by 8.5 per cent to £2,969.6 million Highlights > Adjusted profit* before taxation increased £6.5 million to £28.3 million > Profit before taxation decreased £4.3 million to £11.7 million > Adjusted basic earnings per share** increased to 1.4 pence per share from 1.2 pence per share > Basic earnings per share decreased to 0.5 pence per share from 0.9 pence per share > Net debt at the year-end of £123.7 million 2008 Operational > Entertainment Wholesale business enhanced by supply to new customers including Asda and Zavvi (formerly Virgin Megastores) and the planned Highlights integration of THE and Bertram Group > Bertrams acquisition cleared following investigation by the Competition Commission > Woolworths like-for-like sales down 3.2 per cent > Multichannel revenue increased by 5.2 per cent > Woolworths gross margin increased by 101 basis points > Entry price point range launched with 1,417 items branded Worthit!, generating 11.6 per cent of transactions in peak week * Throughout this document, adjusted profit before taxation is calculated as set out on page 17. ** Throughout this document, adjusted basic earnings per share is as calculated in note 9 to the financial statements.
Woolworths Group plc 03. Annual report and accounts 2008 Chairman’s Statement Against a difficult trading For the Entertainment Wholesale The Board has taken the environment, we have managed business, it was a year of major decision to cut the dividend. substantial change across change. Over a period of 18 Taking into account the the Group as a whole. Profit months we have gone from a Group’s plans, the Board is before tax and exceptional business with one dominant recommending a final dividend items increased to £14.9m third party customer, the main of 0.17 pence per share. At this from £7.3m in the prior year. contract with whom terminated lower level the full year dividend Adjusted profit (which is in May 2007, to one with six of 0.6 pence per share is before tax, exceptional items, significant third party customers. covered 2.4 times by adjusted adjustment for fixed rental At the same time we have earnings and provides a base uplifts and amortisation of become far less dependent on from which to grow it as certain intangible assets) the CD market and more performance improves. The increased from £21.8 million exposed to the growing books Board believes that payment to £28.3 million for the 52 and computer games markets. of a dividend at this level weeks to 2 February 2008. Sales increased by 36.6 per represents an appropriate cent to £1,176.6 million and balance between providing a We are pleased to report that adjusted profit was broadly return to shareholders and the retail business returned to unchanged. preserving the financial flexibility profitability this year. Whilst like- necessary to support the plans for-like sales were down 3.2 per 2 entertain, our joint venture and ongoing development of cent, gross margin improved by with BBC Worldwide had an the business over both the short 101 basis points and costs outstanding year. Adjusted and longer term. were contained below the rate attributable profit increased by of retail cost inflation. The £6.7 million due to a number On behalf of the Board I would business did benefit by £10.9 of successful releases, most like to thank our colleagues in million (2007: £5.8 million) from notably “Planet Earth” in the business for their sheer the full year effect of relifing America. enthusiasm, hard work and certain fixed assets; and from dedication. It is evident that they In January 2008 we announced property profits, some are committed to the future that we had completed a £5.0 million higher than last success of the business. refinancing of the Group. The year. Nonetheless, adjusted new £350 million asset based profit improved by £16.3 million lending facility and the £35 to £3.4 million. million 2nd lien loan provide us with long term finance, the level of which flexes with our working capital requirements. Richard North Chairman 2 April 2008
04. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review Our Resources The Directors are pleased to present their report and the consolidated financial statements of the Company and its subsidiaries for the financial year ended 2 February 2008. Woolworths Group plc is principally a UK general retailer and entertainment distributor focused on the home and family. The Group is comprised of two main divisions; Retail, and Entertainment Wholesale and Publishing. The key assets of these divisions are reviewed over pages 04-09. > Retail Stores Since opening its first store in 1909, Woolworths has become a familiar feature on the UK’s high streets. Over four million people shop in our stores each week. There are today 801 Mainchain stores located in small towns and city suburbs, targeted at meeting basic everyday shopping requirements, as well as larger stores located on prime shopping streets in major regional shopping centres. The product offer covers Toys, Children’s Clothing, Events, Confectionery, Home and Entertainment. In Woolworths’ out-of- town stores, a wider selection of Toys, Outdoor goods, kids’ bedroom ranges and Entertainment products can be found. With its rich and well-loved heritage, Woolworths continues to refresh its store formats and the shopping environment to meet its customers’ requirements. Mainchain Out-of-town Total Number of stores: 801 17 818 Average sq ft: 8,359 50,763 9,240 Through its website and catalogue, The Big Red Book, Woolworths offers customers a multichannel shopping solution across a broad range of products. Orders can be placed at home or in-store with delivery to either the customer’s home or for collection in-store.
Woolworths Group plc 05. Annual report and accounts 2008 > Since opening its first store in 1909 Woolworths has become a familiar feature on the UK’s high streets. Over 4 million people shop in our stores each week. > Woolworths offers its customers value-for-money on an extended range of products. > The product offer includes Toys, Children’s Clothing, Events, Confectionery, Home and Entertainment. > Ladybird is one of the best selling childrenswear brands in the UK. Focusing on clothing for children age 1-10 years, the brand offers fun, fashionable clothing at affordable prices.
06. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review Our Resources – Retail (cont’d) Colleagues The quality of Woolworths’ colleagues, in-store, in our distribution centres and at Head Office is vital to the Group’s success. Employing around 30,000 people, we place an emphasis on high standards of customer care and service, so our colleagues’ development and training is a priority. We encourage and enable our people to develop their knowledge, skills and career options across all facets of our business. We offer high quality business education and practical training in specific skills. Woolworths offers a leadership programme for graduates (Woolworths Group Leadership Programme). WGLP is a development framework for people with potential to become future business leaders. It develops people within chosen functional areas, including Business Development, Marketing, Commercial, Retail, Supply Chain and Distribution, Finance, Human Resources or IT. For more information on a career at Woolworths, go to www.woolworthscareers.co.uk. Brands Ladybird – Dating back to the 1950s, Ladybird-branded Children’s clothing is now synonymous with Woolworths, which secured exclusive rights to the brand in 1984. Ladybird clothes are popular, modern and continue to appeal to today’s parents and their children. Chad Valley – the Chad Valley brand first appeared on toys in around 1920 and was acquired by Woolworths in 1988. Today it comprises an extensive range of high quality, value-for-money toys and games suitable for all children. Worthit! – A range of entry price items, under consistent Worthit! livery, launched in the early part of 2007. The range currently includes over 1,000 products spread across every category in store and includes seasonal items. The Worthit! brand presents a very clear statement about the competitiveness of Woolworths’ prices. Licences Through our focus on ‘Kids and Celebrations’, Woolworths strives to be the natural partner of choice for leading Children’s brands from around the world. By developing bespoke strategies with licensors, Woolworths has created exclusive branded promotions and products which offer a clear point of difference to customers. Supply Chain Before products can reach our stores, they must be sourced, purchased, transported and stored. As a general merchandise retailer, this is a complex business involving buying and logistics teams located at Head Office and at Woolworths Group Asia Limited, our Hong Kong based sourcing facility. Separate buying teams are in place for each product category and include category planners, buyers, merchandisers, marketeers and supply chain specialists. Our strategy is to reduce costs by buying directly from suppliers or from low cost manufacturers in Asia, Eastern Europe Castleton and the Middle East. In addition, this means that new product innovation can be delivered more quickly through closer cooperation Bedford with manufacturers. Woolworths’ distribution network principally Swindon consists of three core distribution centres through which merchandise is distributed to the individual stores.
Woolworths Group plc 07. Annual report and accounts 2008 Directors’ Report Business Review Our Resources > Entertainment Wholesale and Publishing Broad Market Reach Through Entertainment UK and Bertram Group, we have leading positions in UK Entertainment and Books wholesale distribution. As intermediaries between suppliers and retailers we aggregate entertainment hardware, software and books from the world’s leading publishers and manufacturers into a single store shipment for our customers. Value Added Services We add value through managing the retailer’s inventory and, using our detailed know-how and market research, assist our customers in determining the best range of product required. We then source this product, receive stock at our distribution sites, pick and aggregate orders and packages for individual customers. We offer sale or exchange rights to customers, marketing or promotional management, store fixtures and point of sale design, in-store merchandising and dedicated call centres dealing with customer queries. We also provide technical support and fulfilment to online retailers and digital distribution solutions to support their multichannel strategies.
08. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review Our Resources – Entertainment Wholesale and Publishing (cont’d) Customer and Supplier We value our long-standing and trusted relationships with the Relationships music, film, books and games publishing communities. We make it our business to understand their market, products and priorities and strive to bring vision and innovation to the retail supply chain. All of our customers are important to us and we have structured EUK, and Bertrams | THE to meet the varied needs of independent stores, major entertainment and bookselling chains along with the supermarket sector. We are proud to include Sainsbury’s, Zavvi, Morrisons, Asda and Tesco amongst our customers. | 2 Entertain BBC Worldwide’s 2 entertain is a music and video publishing joint venture between Partner of Choice Woolworths Group and BBC Worldwide Limited, the consumer commercial arm of the BBC. The Group holds a 40 per cent share in the venture. 2 entertain Video, is the UK’s largest independent video publisher/distributor, a dynamic player in the UK market championing British programmes and talent both at home and internationally. The video division has a key licensing agreement with BBC Worldwide. In addition, the business enjoys many relationships with other key major talent and content providers in the entertainment industry. Expertise in 2 entertain specialises in acquiring DVD publishing rights to core Packaged Media BBC productions along with those of the leading independent production houses. Through Demon Music Group, and Banana Split Productions, the venture also has leading positions in recorded music and video production respectively. With extensive experience in packaged media, and as the UK’s largest independent video publisher/distributor, 2 entertain brings industry leading expertise to the process of producing, selling, marketing and merchandising some of the UK’s best loved programming to retail.
Woolworths Group plc 09. Annual report and accounts 2008 > www.woolworths.co.uk offers excellent home entertainment products including CD’s, computer games and DVD’s. > We value our long standing relationships with the music, film, books and games publishing communities. > 2 entertain Video, is the UK’s largest independent video publisher/distributor, a dynamic player in the UK market. > Woolworths Group has leading positions in UK Entertainment wholesale distribution and publishing.
10. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review “Overall, across the Group we believe we enter 2008/9 with the businesses strengthened relative to the prior year and well set up for the challenge ahead.” Chief Executive’s Report In the 52 weeks ended Adjusted profit (which is before Firstly, and most materially, just 2 February 2008, total Group tax, exceptional items, over half of the decline in like-for- revenue from continuing adjustment for fixed rental uplifts like sales was due to the decision operations was £2,969.6 million. and amortisation of certain not to chase unprofitable sales, This represents an 8.5 per cent intangible assets) was £28.3 particularly of electrical and increase over the prior year. million, an increase of 29.8 per computing products. These Each of our businesses made cent over the prior year. This markets are highly competitive, significant progress during the increase was delivered despite with the internet allowing easy year and overall the strategic a challenging external price comparisons. As a positioning of the Group has environment and in the midst consequence, gross margins been strengthened. At a sales of extensive internal change are low. Add to this the high level, this was particularly in our businesses. servicing costs of delivery, evident in our Entertainment technical support and customer Retail Wholesale distribution business, returns, and the overall net The key focus of the year at where third party sales increased profitability can be negligible Woolworths was to return the by 36.6 per cent over the prior or often negative. business to profitability and year, as new customers and establish a profit base on which Secondly, Woolworths has acquisitions were integrated into to build. The adjusted profit was historically been a leading the business. 2 entertain, our £3.4 million compared with a beneficiary of shopping voucher music and video publishing joint loss of £12.9 million in the prior redemptions bought via savings venture with BBC Worldwide, year. This turnaround came clubs. Following the bad increased its third party sales by thanks to further enhancement publicity attached to the failure 21.2 per cent, particularly helped of gross margins, rigorous of Farepak in 2006, sales of by developing international control of costs, the full year vouchers fell dramatically. We sales. Sales at Woolworths fell benefit of asset relifing, believe that this reduced like- 3.2 per cent like-for-like, continued exploitation of the for-like sales by 1.1 per cent. reflecting our key focus of not property portfolio and active chasing unprofitable sales and Thirdly, the decision was taken management away from loss- returning the Retail business to not to advertise on TV during making sales. profit. This goal was achieved the Christmas trading period to and was a key driver in Total like-for-like sales declined the same extent as prior years. delivering improved year-on-year by 3.2 per cent largely for the While this may well have held Group profits. following reasons: back sales, the overall impact on Woolworths’ profit and loss account was positive.
Woolworths Group plc 11. Annual report and accounts 2008 Transport 2008 2007 Vehicle kilometres (millions) 25.9 27.2 Fuel consumption (million litres) 7.7 8.0 Vehicle mileage has reduced by 4.8 per cent year-on-year, with a corresponding reduction in fuel consumption of 3.8 per cent. This has been achieved via a new routing and scheduling system for deliveries from Distribution Centres to Stores, improved flexibility in Store delivery windows and increased use of double deck trailers. Service centre 2008 2007 Calls received (000’s) 826 846 Service level 93% 90% The Woolworths Customer Support department handles customer enquiries and complaints for all stores and also our websites, along with orders and queries relating to our Big Red Book catalogues. The number of contacts decreased in 07/08, due to the use of pro-active SMS messaging, whilst the level of service increased by 3.3 per cent year-on-year. At a category level, the Our Confectionery business strongest area of the business also experienced price Self-audit was computer games. Demand deflationary pressure. This was Compliance points score (out of 100) 2008 2007 for new formats such as particularly so in the gift market, Nintendo Wii, Nintendo DS and where products tend to be used Compliance score 77.1 77.4 Sony PS3 continued to outstrip by the supermarkets to drive supply. We anticipate that this value price perception. Against The store self-audit is a scheme to check that our stores are compliant with Company procedures and also external factors such as trading standards growth will continue and will this backdrop, we continued and health and safety issues. Store standards are broadly consistent year- more than counter the decline in to seek to differentiate the on-year, with a slight decline in average store score of 0.4 per cent. the traditional music market as Woolworths offer and were was the case in 2007/8. DVD’s selective with our price and Books both held up well investment. In everyday Mystery shopper in the year and we anticipate Confectionery ranges, the Service standards (out of 100) that this will continue in the launch of a full range of 2008 2007 medium term. Woolworths Worthit! sweets has Mystery shopper score (Xmas cycle) 76.6 76.4 provided a point of difference In our Toy business, sales were from the competition and All stores receive regular visits from “mystery shoppers”. This allows us to held back as spend was enhanced our value positioning, gain a true reflection of how our stores are performing and to benchmark diverted to computer games, our service standards. The Christmas cycle is a key review to ensure that driving incremental volumes. particularly when there was stores are ready for the busy Christmas trading period. This shows a slight availability of Nintendo Wii and Across the entire business, the improvement year-on-year, demonstrating continued advancement of customer service. DS, which appeal to the core introduction of the entry price Toy market age group. Younger Worthit! range has been very age toy categories such as well received by customers. pre-school were less Indeed, to an extent we have susceptible and were our most been victims of our own success. buoyant Toy categories. Rates of sale have been higher than anticipated and maintaining Another area of product availability in what is typically success was the continued long lead time product has progress of our Ladybird sometimes been a challenge. clothing ranges, where total unit In its peak week, Worthit! sales surpassed the prior year products accounted for 7.9 per and market share continued cent of total sales and 11.6 per to grow, albeit in a market cent of total transactions. experiencing price deflation. Following Christmas trading,
12. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review it now is clear that Worthit! Evolving the supply chain is targetting a further 40 basis products are relevant in seasonal We continued to make progress point improvement in margin as well as everyday ranges. The in enhancing our supply chain and a reduction of £8 million in Worthit! Christmas products capability, in terms of both the costs in the coming year. such as trees, decorations and warehouse and transportation Capital Expenditure and Store cards all sold out early in the network, as well as increasing Portfolio Management season. During the year 1,417 the sophistication of the IT During the year some £33.3 Worthit! lines were launched systems that drive replenishment. million of capital expenditure and we continue to refine and Over the Christmas trading was invested including the develop the product and its period, inventory levels were acquisition of four store Chief sourcing. In 2008, a new range of approximately 2,200 products kept very tight to ensure sell through of seasonal ranges and freeholds, repairs, renewals and enhancements to the physical Executive’s branded “Woolworths” will be launched to provide the logical thereby reduce exposure to unplanned mark down. As at estate, opening five new stores and refurbishing 10 older stores. “sell up” alternative to Worthit! the end of the first week of the Report (cont’d) This is designed to increase sales, drive up basket spend January sales, inventory in Woolworths was some £61 Trading from the newly opened stores has been encouraging. A programme of low cost and improve overall margins. million lower than the prior year refurbishments in 77 stores has and was of a superior quality. Multichannel provided good levels of return. Following initial rapid growth Improving stock control was a Given the size and nature and the establishment of a contributory factor in enhancing of the property portfolio, it is multichannel sales base in margin, alongside increased appropriate that it is actively 2007/8 we chose to move away direct supply of product from managed and we have achieved from electricals restricting the Far East, where shipments property profits from a number headline sales growth to 5.2 per grew by 12 per cent. The lower of transactions including cent. We traded toward higher cost prices achieved from disposals, sublets, store cut margin categories and reduced greater use of direct supply downs or store swaps with unit despatch costs by utilising allowed us to improve our price other retailers. the Woolworths distribution competitiveness. network instead of couriers. Retail Summary Overall margin increased by 101 The prime objective for the year Feedback on the Big Red Book basis points. was to enhance profitability. This catalogues continues to be very positive with customers enjoying We believe that significant was achieved as we continued its manageable and focused opportunity remains to enhance to improve cost performance, Kids based offer. This channel the profitability of the business worked hard to deliver profitable of business provides significant through a combination of sales and continued to focus on opportunity for the future, both increased direct sourcing, enhancing both the service and in terms of sales growth and a greater efficiency in the product offer for our customers. step change in profitability as distribution network and still We now have a base on which fulfilment is further integrated further sophistication of the to build for the coming years. into the Woolworths network IT systems that handle over the next two to three years. replenishment. The business
Woolworths Group plc 13. Annual report and accounts 2008 Entertainment Wholesale and party sales to £1,176.6 million. Retail stock Publishing An important part of our (£m) Entertainment Wholesale development strategy was to (EUK / Bertrams / THE) increase exposure to both the 2008 288.7 This was a pivotal year for the books and computer games 2007 290.6 longer term development of the markets. This is important in the Entertainment Wholesale longer term as both markets are business. Having made two inherently attractive in terms of acquisitions in the prior year and size and growth prospects. EUK unit handling cost won two new major accounts, They also have less immediate (pence per unit handling cost) there was a significant threat from digital formats when % change YOY operational challenge for the compared to the music and 2007/08 24.7 +9.4 business to integrate the DVD markets which historically 2006/07 22.6 -9.3 acquisitions, cease supply of have made up the bulk of EUK’s CD’s, DVD’s and computer sales. games to Tesco and commence trading with the new customers. We have also sought to diversify the customer base in a 2 entertain DVD rankings During the year, key activities progressive manner. We are (Source British Video Association) undertaken by the now pleased to service a broad Entertainment Wholesale spectrum of customers who TV Genre Ranked 1st division include: supply the consumer through a Interactive Genre Ranked 1st – The integration of Bertrams variety of traditional and non Sports and Fitness Genre Ranked 3rd following its acquisition in traditional channels. Special Interest Genre Ranked 2nd January 2007 As a consequence of this – Securing clearance from the considerable change Competition Commission programme, EUK, THE and following its investigation into Bertrams incurred additional Retail margin the Bertrams acquisition costs, some of which were (basis points improvement) exceptional and others that – The commencement of resulted from the inefficiency 2007/08 50 40 40 20 105 101 supply to Zavvi (formerly associated with change. These 2006/07 50 40 40 20 105 Virgin Megastores) costs held back profitability but 2005/06 50 40 40 20 – The commencement of by their nature will not reoccur in the coming year and 2004/05 50 40 40 supply to Asda accordingly we expect to make 2003/04 50 40 – The closure of one progress in 2008/9. 2002/03 50 warehouse and physical relocation of supply to other Having traded through its peak EUK sites season, the enlarged business is now well placed going – Cessation of supply of CD’s, forward. Without the distraction Retail shrinkage DVD’s and computer games of business integration, we will (£m) to Tesco be able to focus on developing our customers’ businesses, 2007/08 36.9 Against this dynamic background, the business enhancing and differentiating 2006/07 36.5 delivered sales growth of our service proposition and 2005/06 36.3 36.6 per cent, taking total third driving efficiency across our operations. 2004/05 42.2 2003/04 41.8 2002/03 47.7 2001/02 53.2 Retail like-for-like sales -3.2%
14. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review EUK and Bertrams now have increased by 59.5 per cent to declining traditional music a wide spread of customers, £18.5 million. There were many market. Demon’s core business covering multiple and successful product releases is in producing budget and mid- independent specialists, during the year but undoubtedly range compilations and it general retailers, the growing the most significant was the continues to capitalise on its supermarket channel and release of “Planet Earth” in the strong relationships with key increasingly a range of online US which caught the imagination retailers. New product ranges retailers. of the American consumer, like “100 Hits”, “The Red Box” yielding excellent sales of both and “Music Club Deluxe” sold Another business stream that the high definition and normal well and ensured that, despite Chief has developed well during the year is the supply to the public resolution product. In the relatively new high definition lower sales value than the previous year, strong volume library network through Bertram Executive’s Library Services. Total sales increased by 6.7 per cent market, “Planet Earth” is the highest grossing release to date. sales and product mix drove a favourable margin. Report (cont’d) during the year. It is inevitable that over time In the UK, the best selling products were “Clarkson – Banana Split Productions, the in-house production arm of Supercar Showdown” and the 2 entertain, traded solidly across some of the markets which “Top Gear Interactive DVD”. the year and continues to occupy our Entertainment Wholesale Total DVD sales in the UK were a niche position as a low cost businesses serve will move from marginally below the overall producer of video based content. physical to digital delivery. In market as there was no readiness for this we continued Entertainment Wholesale and “runaway” success from the to develop our digital capabilities. Publishing Summary release schedule, Our Entertainment Wholesale Having already established a notwithstanding a broad spread business had a transformational successful presence in digital of solidly performing titles. year. We are now positioned as music, supporting EUK’s retail customers and a network of The success of “Planet Earth” has a market leader in the supply digital jukeboxes, the key activity helped develop the international of books and entertainment during the year was to build the component of the business. product. A strong platform has capability to offer new digital International sales accounted for been established which in the markets such as movie and 46 per cent of total sales. After short term we shall exploit by computer game downloads, North America, the next largest returning efficiency to the alongside mobile phone content. sales region is Australia / Far business, and longer term look Trialling this new service offer East, where programmes like to move into adjacent markets began in early 2008. “Dr Who” and “Little Britain” as a route for growth. continue to grow their franchise. 2 entertain continued to develop 2 entertain 2 entertain had an exceptionally Demon Music Group, the during the year and whilst the good year. Total sales grew by recorded music publishing success of “Planet Earth” 23.5 per cent, climbing to subsidiary of 2 entertain, had a contributed significantly, the £240.7 million. Dividends very successful year, especially overall business continued to received from the joint venture when set against the rapidly build underlying profitability.
Woolworths Group plc 15. Annual report and accounts 2008 Outlook For the Entertainment Wholesale We are cautious about division, we anticipate overall a consumer spending going comparatively benign market forward and are therefore not across the core categories, with planning for the Woolworths growth in computer games business to grow its sales more than offsetting the decline line. This is a sensibly in music. The key opportunity prudent approach to sales, for EUK/Bertrams lies in notwithstanding the clear enhancing operational efficiency opportunities which exist from now that the integration of increased exploitation of our acquisitions and new customers multichannel capability and is complete. In this more stable further development of our in- position, many of the friction house brands. A key focus of costs experienced in this year the retail business will be further will not be present, which will margin development set enhance profitability. alongside a significant rebasing Overall, across the Group we of cost levels from business believe we enter 2008/9 with simplification. The key enabler the businesses strengthened for business simplification is a relative to the prior year and well reduced exposure to larger, set up for the challenge ahead. over-spaced stores. We will now actively restrict the maximum traded store footprint within the estate, which will have a marked impact on both central and store costs. Trevor Bish-Jones At 2 entertain the key driver of Chief Executive success will be the quality of the 2 April 2008 release schedule. Our unique and extensive relationships with key content providers puts 2 entertain in a good position to develop the business further.
16. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review “The results reflect a highly challenging retail environment and a year of change for our Entertainment Wholesale business.” Finance Director’s Report The results for the year are share, compared with a total of Adjusted Profits from produced under International 1.77 pence per share in the Entertainment Wholesale and Financial Reporting Standards prior year. This level of full year Publishing amounted to £54.8 (IFRS) and to aid understanding dividend is covered 2.4 times by million compared to £53.1 million we show in tables on page 17 Adjusted Profit after tax and at in the previous year. This reflects the reconciliation of profit under this level forms a base from a highly successful year from IFRS to the Adjusted Profit which to grow with further 2 entertain, our joint venture numbers used by management improvement in profitability. with BBC Worldwide, offset by a and most of the analyst substantial reduction in the level The results reflect a highly community. of releases of historic accruals challenging retail environment no longer required. The adjusted Earnings per Share and a year of change for our profits of EUK together with and Dividend Entertainment Wholesale Basic earnings per share was THE and Bertram were down business. They include a 0.5 pence per share compared £0.4 million on the previous year number of one-off costs and to 0.9 pence per share in the having benefitted by £3.8 million the full year benefit of a number previous year. Adjusted basic from asset relifing. This reflects of accounting changes made earnings per share (which a year of substantial change. during the prior year. removes the effect of fixed Further details of the rental uplifts, amortisation of Profit before tax developments in the businesses Adjusted Retail Profit was are again included in the Chief certain intangible assets and £3.4 million, an improvement of Executive’s Report. exceptional items) was 1.4 £16.3 million on the prior year pence per share against 1.2 Balance Sheet loss of £12.9 million. Whilst the pence per share last year. Overall Group stock increased by retail environment remained £13.9 million to £391.0 million. A final dividend of 0.17 pence challenging, the business This reflects the growth of the per share has been benefitted from the investment Entertainment Wholesale and recommended by the Board. and accounting changes put in Publishing business, more than This will be paid, subject to place during the prior year and offsetting the £1.9 million shareholders’ consent, on the absence of one-off costs. reduction in Woolworths retail 25 June 2008 to shareholders The full year benefit of asset stock. The decrease in retail on the register at close of relifing was £10.9 million, stock, achieved by tight control business on 11 April 2008. compared to £5.8 million in the of purchasing, has been This proposed dividend, prior year. somewhat masked at year-end together with the interim Further details of the various by setting the business up for dividend of 0.43 pence per retail initiatives are included in the much earlier Easter in 2008. share paid on 12 December the Chief Executive’s Report on 2007, brings the total dividend During the year, four store pages 10 to 15. for the year to 0.6 pence per freeholds were purchased at a cost of £5.1 million and £11.6 million was received from the sale of the freeholds of the
Woolworths Group plc 17. Annual report and accounts 2008 Reconciliation of Adjusted Profit 52 weeks to 53 weeks to 2 February 3 February 2008 2007 £m £m Profit before tax and exceptional items 14.9 7.3 Add back: – amortisation of certain intangible assets* 7.6 3.9 – fixed rental uplifts 5.8 10.6 Adjusted profit before tax 28.3 21.8 Adjusted Segmental Analysis for the 52 weeks to 2 February 2008 Entertainment Wholesale and Retail Publishing Unallocated Interest Total £m £m £m £m £m Guernsey and Jersey stores. Exceptional Items Reported profit/(loss) The £8.6 million profit from the As described above, the before taxation 6.2 35.4 (8.2) (21.7) 11.7 sale of the Channel Island disposal of the Guernsey and Adjust for: freeholds is treated as an Jersey store freeholds resulted exceptional exceptional item. Profits of in an exceptional profit of £8.6 items (8.6) 11.8 – – 3.2 £11.4 million were earned on million. This was more than (Loss)/profit before the assignment of store leases offset by (i) exceptional costs in exceptional during the year against £6.4 the Entertainment Wholesale items (2.4) 47.2 (8.2) (21.7) 14.9 million in the prior year. business of £8.4 million relating Add back: to the operational integration of – amortisation Cash Flow and Net Debt of certain the EUK, THE and Bertram intangible assets* – 7.6 – – 7.6 The Group’s average net debt businesses and the costs of the – fixed rental increased from £113.0 million Competition Commission inquiry uplifts 5.8 – – – 5.8 to £246.3 million, reflecting the into the acquisition of Bertram Adjusted full year effect of the THE and (loss)/profit and (ii) a provision of £3.4 Bertram acquisitions and the before tax 3.4 54.8 (8.2) (21.7) 28.3 million in relation to payments increased working capital made under the terms requirements of the enlarged establishing the 2 entertain joint Entertainment Wholesale venture which could not be Adjusted Segmental Analysis business. Capital expenditure for the 53 weeks to 3 February 2007 ascertained at that time. in the Retail business reduced Entertainment from £62.4 million to £33.3 Taxation Wholesale and million, reflecting the completion The effective tax rate was 36 Retail Publishing Unallocated Interest Total £m £m £m £m £m in the prior year of the 10/10 per cent compared to 15 per store refit programme. cent in the prior year. The prior Reported year rate was lower than usual (loss)/profit The year-end net debt of before taxation (14.8) 49.2 (7.7) (10.7) 16.0 due to the effect of a £5.6 £123.7 million was up from Adjust for: million prior year tax credit exceptional £103.3 million in the prior year. which primarily arose as a items (8.7) – – – (8.7) This reflects the substantial number of historic tax provisions (Loss)/profit increase in working capital before were identified as no longer required by the growth in the exceptional required following agreement of items (23.5) 49.2 (7.7) (10.7) 7.3 Entertainment Wholesale a number of historic queries. Add back: business, more than offsetting Under existing tax legislation it is – amortisation cash generated in the other of certain anticipated that the effective parts of the Group. intangible Group tax rate will be marginally assets* – 3.9 – – 3.9 above the main UK Corporation – fixed rental Tax rate. uplifts 10.6 – – – 10.6 Adjusted (loss)/profit before tax (12.9) 53.1 (7.7) (10.7) 21.8 * Amortisation of certain intangible assets arising on consolidation, namely underlying rights, customer relationships and trade names.
18. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review Pensions relevant. The full triennial Funding The Group retains a Final Salary actuarial valuation at 31 March The Treasury function arranges Pension scheme open to all 2005 showed that the Scheme sufficient secure financial employees who have been with was 89 per cent funded with a resources to enable the Group the Group for a minimum period deficit of £28.9 million. The to meet its medium-term of 12 months. contribution rate paid by business objectives whilst participating companies remains arranging facility maturities The Scheme was created at at 13.5 per cent of pensionable appropriate to its projected the time of demerger and only salaries. The next triennial needs. comprised active members at actuarial valuation is due to be Finance that time. It is therefore a much less mature scheme than most. carried out at 31 March 2008 and has just commenced. During the year, the Group arranged various additional It has 5,112 active members, facilities to finance its increased Director’s 3,707 deferred members but only 1,256 current pensioners In January 2008, when the Group moved its bank financing working capital whilst carrying out a full review of how best to Report (cont’d) and therefore the Scheme receives more in contributions to a secured basis, the Trustee was granted a £63 million 3rd finance its ongoing requirements. In particular, this from the Group and members lien security. It was also agreed review incorporated the than it pays out in pensions. that the Scheme would receive continued growth of the This is likely to continue to be the first £50 million of proceeds Entertainment Wholesale the case for approximately from any future disposal of the division, with its associated 11 years. Group’s investment in 2 additional working capital. entertain, at which point an The assets of the Scheme are The review concluded that the equivalent amount of the 3rd managed by external Fund most appropriate structure lien security would be released. Managers and at 2 February would be to move to an asset 2008 were £316.8 million (2007 Treasury Policy based lending facility, secured £316.0 million). The allocation The Group’s Treasury Policy is primarily against EUK’s debtors of Scheme assets is kept under structured to ensure that and the Group’s stock. In regular review by the Trustees adequate financial resources are January 2008, facilities of the Scheme. The liabilities available for the development of comprising a £350 million asset calculated at the current level its business whilst managing its based lending facility and a £35 of fixed rate bond yields were currency, interest rate and million 2nd lien loan, were put in £383.7 million (2007: £400.0 counterparty credit risks. The place for a period of four years. million), giving an IAS 19 deficit Group’s Treasury strategy, policy These, together with an existing of £48.2 million (2007: £58.8 and controls are developed £20 million invoice discounting million) net of tax relief. centrally and approved by the facility available to Bertram, However, the proportion of Board. The Group does not provide the Group with flexible current active members and the engage in speculative facilities to meet its financing timescales until pensions are transactions. requirements as the businesses due to be payable does not continue to develop. The main elements of Treasury make the calculation particularly activity are outlined below:
Woolworths Group plc 19. Annual report and accounts 2008 Currency To date, the interest payable on The Group’s main currency drawings from the Group’s translation exposure is limited to facilities has been at floating movements in exchange rates rates driven by the variation in to the extent that they affect amounts borrowed during the balances held on its currency period. Interest receivable on bank accounts and certain investments has also been at foreign currency assets and floating rates for short liabilities in the books of its maturities, given the seasonality Hong Kong-based product of the Group’s cash flows. sourcing company, Woolworths Counterparty Credit Risk Group Asia Limited. Foreign The Group actively manages its currency bank balances are relationships with a panel of controlled by the Treasury high quality financial institutions. function and are actively Credit risk is controlled by the managed to a level that Treasury function setting minimises currency translation counterparty credit limits by exposures. The Group’s main reference to published rating currency exposure is its agency credit ratings. The transaction exposure through Treasury Policy recognises that movements in exchange rates an exposure to a counterparty on its purchases overseas that arises in relation to investments, are not denominated in Sterling. derivatives and financial These are mainly imports from instruments. Asia denominated in US dollars and imports from Europe Going Concern denominated in Euros. The Directors confirm that, after making enquiries, they have a The Treasury Policy sets out a reasonable expectation that the framework through which the Group has adequate resources Group’s forecasted foreign to continue in operational currency transactions are existence for the foreseeable hedged. future. For this reason they Interest continue to adopt the going The Treasury Policy requires that concern basis in preparing an interest hedging plan for these accounts. each year is approved by the Finance Director at the time of the annual budget. The Treasury function is permitted to hedge in accordance with this plan using interest rate products such as Stephen East swaps, options, forward rate Finance Director agreements and futures. 2 April 2008 The Group will keep under review the opportunity to hedge its interest exposure following the increase in its debt profile during the year.
20. Woolworths Group plc Annual report and accounts 2008 Directors’ Report Business Review Any business undertaking will margins and profitability, trading period in terms of involve risk. Many risk factors which have had in the past sales, profitability and cash are common to any business, and could have in the future, flow has been the Christmas no matter what sector it an adverse effect on the season. Lower than operates in. The Group’s Group’s business and expected performance in this approach to Financial Risk financial condition. period may have an adverse Management is set out in the impact on results for the full- 2. Growth of the Digital Notes to the Group Accounts. year which may also result in Entertainment Market A key driver of footfall and excess inventory, especially The Directors consider that sales within Woolworths in seasonal merchandise that certain key risks and stores and the core stock-in- is difficult to liquidate. uncertainties however are more germane to Woolworths Group trade for Entertainment UK, To a lesser extent a lower Risk and the markets in which its various businesses operate. Bertrams | THE and 2 entertain is physical than expected turnover over the Easter period may also Factors As part of the Business Review, an assessment of such factors entertainment media ie CD’s, DVD’s, Books and Games. have an adverse effect on the Group’s business and is set out below: In recent years, technological financial condition. 1. Competition advances and changing 4. Damage to Reputation The Group operates in highly consumer preferences have or Brands competitive markets. In given rise to new markets The Woolworths name is a particular, in recent years the providing delivery of music, key asset of the business retail landscape has seen films, games and books to and maintaining the reputation significant changes and portable players and to the of the brand is key to the trends in retail and consumer home via digital delivery, success of the Group. The behaviour and spending bypassing the purchase of many separate product lines which are challenging for traditional physical media of general merchandise Woolworths Retail. The platforms. This trend may handled by the Group means Group has faced and expects result in decreased demand the supply chain is complex to face increased competition for such products in stores. and is subject to increasingly from existing UK general and Decreased sales of home stringent laws and regulations specialist retailers, food entertainment products at governing issues of health retailers that have expanded retail or wholesale level may and safety, packaging and and are further expanding have an adverse effect on the labelling, pollution and other into general merchandising, Group’s business and environmental factors. foreign retailers entering the financial condition. The Group has a Quality UK market and newly formed The Directors believe that Assurance team and legal competitors. digital entertainment also and regulatory control Further, the growth of offers opportunities for the processes both in-house and internet retailing and out-of- Group and it has developed externally to advise and take town shopping has required strategies to participate, action on existing and and will require the Group including in Woolworths, a emerging risk management to adopt and invest in multichannel retail offer and issues. However, these new strategies to remain investment in digital rights systems cannot guarantee competitive. and online delivery technology compliance or fully protect within Entertainment against quality, regulatory, The Directors believe that Wholesale and Publishing. safety and environmental risk where Woolworths offers in the supply chain. The customers product However, the growth of digital Group is therefore potentially innovation, exclusivity and markets and the increasing vulnerable to an event or value-for-money, it can uptake of Broadband access circumstances adversely continue to combat these will continue to place affecting the supply chain or pressures. However, actions pressure on the Group’s merchandise which gives rise taken by competitors as well participation in traditional to liability claims and/or as action taken by the Group entertainment retail and reputational damage. to maintain its competitiveness distribution channels. Substantial erosion in the and its reputation for value, 3. Seasonality value of the Woolworths have placed and will continue The Group’s business is name could have an adverse to place pressure on the highly seasonal. Historically, effect on the Group’s business Group’s merchandise pricing, the Group’s most important and financial condition.
Woolworths Group plc 21. Annual report and accounts 2008 Directors’ Report Business Review The theme of Corporate Social highly competitive price to Responsibility (“CSR”) has once encourage our customers to go again kept us busy during the for the energy-efficient option. year as we endeavour to do We very much welcomed the business in a socially responsible dialogue with Greenpeace on way throughout our operations. this issue, although the More details are given in our behaviour of some of their sixth online CSR report. For members towards our store Woolworths Group plc, as for Corporate Social every major retailer, balancing the needs of our business with colleagues and executives was unacceptable and not conducive to a sensible debate. Responsibility our commitment to CSR can at times be extremely challenging. Woolworths is committed to We are, however, determined to working to combat the effects of meet those challenges head-on. climate change and was invited Often we can plan in advance to join over 1,000 other Recycling how to address new business Tonnage of packaging recycled business leaders at the Prince 2008 2007 issues. For instance, how best of Wales’s May Day Summit on Woolworths 18,051 17,577 to meet forthcoming legal Climate Change. We pledged to obligations. But we also have to take positive action within our EUK 2,916 1,622 be prepared for the unexpected, companies, and with our Total 20,967 19,199 as was the case with the toy suppliers, colleagues and industry recall issues last customers to tackle this threat Wherever possible, card and plastic materials, the major packaging Summer. We have well to our planet. constituents in our business, are taken back to our Distribution Centres. established procedures in place The materials are then baled and passed to recycling businesses for The summit was organised by reprocessing. During 2007/08, 20,967 tonnes were recycled by the to ensure that products sold by Business in the Community, one Group. This reflects a 9.2 per cent increase year-on-year, with a 2.7 per us are safe and legal and we cent improvement in Retail and significant progress in the Entertainment of a number of organisations have strengthened our product- Wholesale business, however, this partly reflects the growth of this which promote CSR and to element of the Group. testing regime still further, which Woolworths belongs. introducing extra tests for lead Another is the British Retail for all our toys in order to Consortium, where I have a seat prevent this sort of issue Electricity usage on the Board. Through the BRC, Tonnes of CO2 emitted recurring. Woolworths Group, along with 2008 2007 We believe it is important to give other retailers, does a great deal Woolworths 77,593 84,971 our customers as wide a choice to promote the highest EUK 7,677 5,959 as possible in the products we environmental and ethical Total 85,270 90,930 offer. At the same time we are standards in our business continually mindful of the need sector. During the year, the Group’s electricity consumption decreased by 6.2 to reduce our energy In the coming year, we will per cent. This represents a decline of 8.7 per cent within Retail, driven consumption and, what’s more, particularly by specific initiatives within stores, however, the impact of this continue to ensure that CSR is to encourage our customers to is negated by an increase in usage within the Entertainment Wholesale considered in every part of our part of the Group, attributable to sales growth and acquisitions. do the same. business, to live up to the During 2007, Greenpeace standards we have set. For a claimed that Woolworths was full report on the Group’s CSR Staff stability not moving fast enough to activities, please refer to the 2008 2007 remove incandescent light bulbs Company’s website. Alternatively, Woolworths Offices 83% 86% from sale in our stores. The for a hard copy of the 2008 Government has set a voluntary CSR report please contact the Woolworths Retail 71% 70% target to end their sale by 2012 Company Secretary. Woolworths Distribution 97% 89% and Woolworths will not be Yours sincerely, EUK 91% 81% selling incandescent light bulbs by the end of 2010, well before Our business is built on a core team of dedicated staff. During the target date. We will also be 2007/08, staff stability increased most significantly within the phasing out the most energy Woolworths Distribution and EUK workforce, however, there was a slight decline in stability rates within Woolworths Offices. inefficient light bulbs in the run- up to 2012 and we have already Trevor Bish-Jones removed 100W-plus bulbs from Chief Executive our shelves. Additionally, we 2 April 2008 have launched a new Worthit! energy-saving light bulb at a
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