Concise Annual Report 2001 (2975k PDF)
Transcription
Concise Annual Report 2001 (2975k PDF)
DAVID JONES LIMITED CONCISE ANNUAL REPORT 2001 ABN 75 000 074 573 davidjones.com.au DAVID JONES LIMITED CONCISE ANNUAL REPORT 2001 ABN 75 000 074 573 JOHN A SIMMONDS Company Secretary DAVID JONES LIMITED ACN 000 074 573 CONTENTS SHAREHOLDER CALENDAR 2002 OFFICES AND OFFICERS EARLY FEBRUARY PRINCIPAL REGISTERED OFFICE Announcement of sales for the 26 weeks ended 26 January 2002 86-108 Castlereagh Street, Sydney NSW 2000 Telephone (02) 9266 5544 Facsimile (02) 9261 5717 – Corporate (02) 9267 3895 – General Retail Telephone number for all stores 133 DJS (133 357) Website davidjones.com.au MID-MARCH 1 The Power of the Brand…2-3 Strategy Overview…4-15 2 Message from the Chairman…16-17 CEO’s Review…18-19 Board of Directors…20-21 Senior Management…22-23 Corporate Philosophy…24-25 3 Announcement of half-yearly profit results and details of interim dividend Financial Results…31-48 APRIL Scheduled payment of interim dividend Independent Audit Report…49 MAY Announcement of sales for the 39 weeks ended 27 April 2002 Shareholder Information…50-51 AUGUST Store Locations…52 Announcement of sales for the 52 weeks ended 27 July 2002 Calendar and Contacts…IBC MID-SEPTEMBER Announcement of preliminary profit results and details of final dividend Corporate Governance…26-28 OCTOBER Executive Summary of Financials…29-30 Scheduled payment of final dividend NOVEMBER Announcement of sales for the 13 weeks ended 26 October 2002 The 2001 concise annual report includes financial statements which have been derived from David Jones Limited 2001 financial report. These financial statements included in the concise annual report do not provide as full an understanding of David Jones Limited’s performance, financial position, financing and investing activities as provided by the 2001 financial report. Further financial information can be obtained from the 2001 financial report which is available, free of charge, on request from the Share Registry by calling 1800 652 207. Alternatively, both the concise annual report and the full financial report can be accessed from the “For Investors” section at the David Jones website davidjones.com.au PHOTO FRONT COVER, NEW ESCALATOR VOIDS, MARKET STREET, SYDNEY LATE NOVEMBER/EARLY DECEMBER 2002 Annual General Meeting Designed and produced by Enterprise Horniak & Canny Annual General Meeting The Annual General Meeting will be held on Monday 26 November 2001 at 10.00 a.m. at the Wesley Conference Centre, 220 Pitt Street, Sydney, New South Wales. The Notice of Meeting and Proxy Form are separate items accompanying this 2001 concise annual report. The concise annual report, the full financial report and the Notice of Meeting and general shareholder information can be accessed on our website under “For Investors”. Announcements made to ASX during the year are put on the website. COMPANY SECRETARY John A. Simmonds FCIS ASIA SHARE REGISTRY Computershare Investor Services Pty. Limited Level 3, 60 Carrington Street, Sydney NSW 2000 GPO Box 7045, Sydney NSW 1115 Telephone 1800 652 207 Toll Free Facsimile (02) 8234 5435 Website computershare.com Shareholders can access from the David Jones website under “For Investors” information and services relevant to their holding, including dividend payment history details. Anyone can visit the Share Registry website to access a range of information about David Jones Limited including the closing price of David Jones Limited shares, graphs showing market prices over a requested period and graphs showing volumes traded over a requested period. Shareholders can register their email address through the Share Registry website to receive shareholder communications electronically. STOCK EXCHANGE The Company is listed on the Australian Stock Exchange. The home exchange is Sydney. 1 ANNUAL REPORT 2001 THE POWER OF THE DAVID JONES BRAND IS BEING HARNESSED TO DRIVE THE COMPANY FORWARD 2 “First and foremost, we are the managers of one of Australia’s most valued brands. The power of the David Jones brand is being harnessed to drive the company forward. We remain completely focused on continuing to improve our business, our relationship with our customers and the value of our company.” Peter Wilkinson – CEO David Jones Limited PRESENCE Market Penetration: We will increase our selling space significantly over the next three years, and will also dramatically improve the efficiency of our stores. We are improving selling space ratios across our portfolio, including our city stores, to help drive enhanced sales and profit results from our stores group. DELIVERY New Ways to Service our Customers:We are continually improving our levels of service, enhancing our range of products and brands, and developing new ways to interact with our customers. There can be no sitting still in this business; we must continue to evolve and improve our offer. LEVERAGE Diversification: How can we leverage the strength of our brand and the knowledge we have of our core customers to develop new products and services that will help grow our business? Foodchain by David Jones is the first step… 3 THE POWER OF THE BRAND 4 Brand Presence: We are improving both the efficiency and ambience of our stores. We are seeking the perfect marriage of an environment that stimulates our customers, ensures they feel at home and therefore encourages them to shop, while simultaneously providing a better model by which to run our stores. It is a simple equation – increased sales in a more efficient environment equals an improved store profit contribution. We will increase our selling space significantly over the next three years. The results from the stores completed so far have been impressive. 5 PRESENCE 6 “Increased sales from a more efficient store environment leads to improved profit contribution.” Our Stores Program We have embarked on a large-scale capital works program designed to ensure we have the most efficient stores network possible, while providing shopping environments that match our brand positioning. By 2004/2005, this $275 million program will increase our selling floorspace by over 20%. The targeted outcomes of our stores program are to: meet our financial performance targets increase sales revenue improve the appeal of our stores to our customers improve the selling space ratios of the store (make more space available for selling) ensure the right merchandise mix is in place to maximise profit and sales opportunities reduce running costs by improving store logistics. We want to make one point clear – our stores program is about much more than maintenance or visual appeal. Improvements in supply chain management and store design are allowing us to reclaim space currently being used for other nonselling purposes such as stock handling. This means we can respond to customer demand and present a more complete offering by introducing new categories of merchandise. Increased selling space combined with greater store efficiency drives profit contribution. Case Study – Adelaide CBD In our Adelaide city store, while we decreased its overall size by 32%, we only decreased the selling space by 2%. The new store design provides an improved customer flow around the shop floor. Enhanced lighting and fixtures showcase the expanded range of products and brands available as well as improving the ability of our customers to see and reach the product. The Adelaide store was awarded “Store of the Year” at the 2000 International Store Design Competition held in the United States. This is the first time an Australian 7 OUR STORES PROGRAM IS ABOUT MUCH MORE THAN VISUAL APPEAL retailer has won the overall award and in doing so, we were placed ahead of 200 world-renowned retailers. Since the Adelaide store opened in August 2000, customer feedback has been extremely positive. Sales and contribution to group profit have been consistently above expectations. Budgeting for Refurbishments The team at David Jones has spent a considerable amount of time establishing what level of capital spend is genuinely needed in order to produce the required results in terms of financial return. The spend will vary from store to store. Our city stores are the lynchpins of our brand positioning. These stores because of their size and location require more capital than our suburban stores. The refurbished stores demonstrate the progression of the David Jones brand. They closely match the key requirements our customers desire in a shopping environment – a comfortable, stylish environment which allows ample freedom of movement, has good lighting and well displayed stock which can be accessed easily. The Best Product Presentation Our merchandising, stores and development teams are working closely together to deliver a store environment that provides both functionality as well as visual appeal. The world’s top brands are highly protective of the way in which their products are displayed and sold. The right selling environment is imperative. Our refurbishment program will allow us to continue to attract and secure some of the world’s most exclusive and leading brands. 8 Brand Delivery: A department store is an evolving business. We are constantly striving to enhance our product range, find better ways to serve and interact with our existing customers, as well as attract new customers to David Jones. Part of our management philosophy is we must constantly refresh our product range to ensure we have the best possible offering. We continue to search for new mediums, including the Internet, through which to communicate and develop our customer relationships. 9 DELIVERY 10 PHOTO BOTTOM RIGHT, FROM LEFT TO RIGHT, PETER MORRISSEY, COLETTE GARNSEY, DAVID BUSH, MARK KEIGHERY “We are constantly striving to enhance our product range, find better ways to serve and interact with our existing customers as well as attract new customers to David Jones.” Over the past four years, the David Jones team has reinvigorated this icon brand. We have completely updated our product selection, considerably increased service standards and improved the way in which we communicate with our customers. Brands and Products David Jones continues to introduce well known Australian and international brands including the leading Italian furniture maker Natuzzi, apparel and accessories brand Burberry and the Sisley range of cosmetics and fragrances. This year Ella Bache became exclusive to David Jones as a department store. Key alliances have also been developed with leading Australian designers Peter Morrissey and Mark Keighery. A series of Peter Morrissey concept stores is being developed and will appear in stores towards the end of the year. The high profile Marc’s brands – Baby Doll, Diesel, and Marc’s Men’s and Women’s are also being introduced to David Jones. We are being increasingly acknowledged by our suppliers as a true brand-building partner. We respect the work being done by our supplier partners on the positioning of their brands and seek to develop mutually successful outcomes in terms of how we sell, display and communicate their products. We have developed strategies to allow us to build a stable of brands, which are either exclusive to David Jones as a department store, or totally exclusive to David Jones in Australia. We are dedicated to continuing to present the best brands in the world to our customers in a comfortable, stylish environment with knowledgeable sales assistants in order to enhance their shopping experience. Our Service Standards David Jones instituted the Five Star Customer Service Program in 1997. The program is designed to provide continual training for our staff based around five service non-negotiables. Our research tells us we have a significant service level 11 VISIT US AT DAVID JONES ONLINE – davidjones.com.au advantage over our major competitor – a crucial edge we intend maintaining. Service is about much more than simply putting staff on the floor. We aim to ensure our people are knowledgeable about the products they are selling so they can help customers make the right decision. It is also important for our staff to make our customers feel special and valued at all times. This takes a long-term commitment to training and the provision of the best sales environment possible. We talk with our customers continually to understand what they value in a store environment and how we can make their shopping experience more pleasurable and productive. David Jones Online (davidjones.com.au) Our Online business provides an additional way for customers to interact with David Jones. Over time the online and stores parts of the David Jones business will operate seamlessly. We believe that the online business will be an increasingly important competitive tool going forward David Jones Online was launched in October 2000. There are now eight key categories available on our site – Beauty, Women, Men, Children, Homewares, Leisure, Gifts and Christmas Hampers. We conducted a phased introduction of categories containing products that relate well to an online environment. Our knowledge of the department store market and our customers has meant that we have very low levels of product return relative to the market. Gift solutions and promotional leverage opportunities are strengths for the online business. Customers appreciate having the ability to look for gift or product suggestions, browse, select an item and where necessary have it wrapped and delivered throughout Australia. Online customers can register to receive information from us by email. Many existing online customers are receiving information in this way. We hope you will take the opportunity to visit us at davidjones.com.au soon. 12 Brand Leverage: At David Jones we have developed a high level of understanding about the wants and needs of our core customers. We have examined how we can leverage the strength of our brand and our customer relationships to grow the David Jones business. Foodchain by David Jones is the first step… 13 LEVERAGE FOODCHAIN BY DAVID JONES PARRAMATTA, NSW 14 “How can we enhance the great relationships we have built with our customers to grow the David Jones business? Foodchain by David Jones is the first step.” David Jones continually works towards the development of long-term relationships with its customers. We regularly research our customer base to benchmark our performance and establish how we may serve customers in new and improved ways. Foodchain by David Jones The way Australians shop for groceries has changed dramatically in recent years. Changes in lifestyle, such as an increase in the number of working women and the number of part time and casual workers, have led to changes in the way we shop for food. We are shopping more often; in fact, 60% of people are shopping twice a week or more. There has been a marked return to “just in time” shopping.1 1 Source: AC Nielsen “The Way We Shop” 2000 In researching the typical David Jones’ customer, we found that by 4pm almost 90% did not know what they would be having for dinner that evening. Convenience, inspiration, accessibility, quality and value are what our customers are looking for when shopping for food and they have told us that traditional supermarkets are not addressing their needs. Unlike the traditional David Jones food halls run as part of the department stores group, Foodchain is a separate business. The range includes fresh fruit and vegetables, bread, meat, seafood, wine and delicatessen items focused on providing a one stop convenient cost-effective meal solutions format. Three aspects are critical to the Foodchain offer – location, access and quality produce. Stores are located in areas where there is a critical mass of our core customers. Proximity to major transport hubs, parking and easy accessibility are important considerations, for this reason our stores will tend to be in small shopping developments or in strips. Produce is sourced locally to ensure optimum quality and freshness. Service is another key factor in the Foodchain stores. Our customers told us they wanted staff on hand who really knew food well and could give them advice on selection and preparation. Many of our staff have run their own food businesses, 15 FOODCHAIN IS AN INVESTMENT IN THE FUTURE GROWTH OF DAVID JONES including restaurants, and they are passionate about the food business. Restaurant trained chefs oversee the production of the take-home meals, side dishes and salads and assist customers with their selections. More than 30 meals, selected on the basis of seasonality and produce availability, are on offer at any trip to Foodchain. The menu changes constantly. Approximately 10% of a typical Foodchain store consists of a range of around 4,000 convenience grocery items at competitive prices. Another 6% consists of a top quality liquor offer to assist in completing your meal. There is also a small coffee shop. Performance to Date The first three Foodchain stores are now open at Brighton and Hawthorn in Melbourne and Parramatta in Sydney. Several more stores are due to open in 2002. Our plan is to open 40 stores over five years (2001-2006) at which point Foodchain is forecast to contribute significantly to both sales revenue and profit. Foodchain is an investment in the future growth of David Jones. While it is a niche offering targeting less than 1% of the A$55 billion food and grocery industry, it will provide important exposure to a different part of the retail sector. BRIGHTON, VICTORIA HAWTHORN, VICTORIA PARRAMATTA, NSW 16 MESSAGE FROM THE CHAIRMAN RECENT EVENTS As I sit here writing my report, news of the horrendous events in the United States of 11 September has just broken. It is truly astonishing that such a thing could happen. To our customers, business colleagues, employees and shareholders who have been affected by this tragedy, who knew people killed or injured, the team at David Jones offer our condolences. THE PAST YEAR David Jones, along with most of the non-food retail sector, was put to the test this year by the toughest retail trading environment in more than a decade. One-off economic events including the “tech-wreck”, the introduction of the Goods and Services Tax (GST), the Olympic Games, petrol price and currency fluctuations contributed to a sudden and severe downturn in consumer discretionary spending. Some retailers tried to combat the softer trading environment by implementing short-term initiatives such as continuous severe discounting. While mindful of the competitive pressures, we remained committed to our well-established strategy, focusing on our longer-term vision for the business. The strength of our strategy, and our focus on its application, allowed us to navigate the challenging conditions during the year better than many of our competitors. We continued to build on our solid foundations for future growth. There is still much we can do to strengthen our business and improve operational efficiencies moving forward. The Board and management team would like to thank our many loyal shareholders and customers, and reiterate our commitment to growing the business and driving increased shareholder value. OUR PERFORMANCE The extensive work done during our rebuilding phase (1997-2000) meant we entered the financial year in sound operational shape. This differentiated us from many of our competitors. Net profit after tax was $28.0 million, a decrease of $7.8 million or 21.7 per cent over the corresponding period. The results of both periods were impacted by significant items. The result reflected the impact of the challenging trading conditions, the writing-off of costs associated with the development phase for David Jones Online, and the operating costs associated with setting up the two new businesses. Having completed the establishment phase for the Online business, the path to profitability is now clear. The operating loss will be halved in the 2001/02 financial year. Costs will continue to be managed downward with the business expected to be close to breakeven in FY2003. David Jones Online remains an important strategic component of our overall offering going forward. Our focused branding and retail strategy and strong relationship with our core customer group assisted us in increasing our market share and maintaining our position as Australia’s premier department store. Annual sales for our core business increased to $1,535m – a solid relative result in tough trading conditions. Our key categories of women’s apparel and cosmetics outperformed the market. In complex periods it makes sense to look through the cycle to the fundamentals to judge how well any business is navigating the environment. We have continued to gain market share, controlled our margins and stock levels well and are making good progress on costs. We have maintained our dividend at eight cents per share for the year. OUR STRATEGY Our business strategy is designed to harness the power of the David Jones brand and is broken down into three key areas: Brand Presence – our stores program Brand Delivery – continuing to evolve our product selection, service and communication Brand Leverage – finding new ways to serve our customers. I’d like to share with you our achievements in these areas during the year. Brand Presence Our stores program is an investment in the future of our business. Over the long term, it will enhance our ability to derive profits from our core business. Our stores program is about much more than simple housekeeping. We are adding significantly to our total selling space over the next three years and simultaneously dramatically improving the efficiency of our stores layout. By November 2001, we will have completed phase one of the major refurbishment of our flagship Elizabeth and Market Street stores. This year we have replaced the old infrastructure including escalators. The work has gone smoothly. In fact the most common question asked has been “When are you starting?” This is a testament to the skills of our development team. The new Hay Street Mall store in Perth will be completed towards the end of 2002. It will be double the size of the original. In February 2002, we will rebrand the Aherns stores in Perth to David Jones. Our Adelaide CBD store won the prestigious International Store Design Competition during the year, beating around 200 of the world’s best retailers. We are the first Australian retailer to win the overall award in this competition. Response to the store has been exceptional and it continues to trade above expectations. Brand Delivery Our successful merchandising strategy has seen us continue to introduce new brands into our offering. We are dedicated to providing the right offering to our customers; one they respond to enthusiastically and which drives sales and profits. David Jones has enhanced its leading reputation amongst suppliers as a strong brand building partner. Our philosophy of partnership demonstrates our understanding of the work that goes into positioning, building, maintaining and protecting a brand. We have built a considerable service level advantage over our major competition. Our well established service program remains our platform for instilling a well executed service ethic in our team. Exceptional service is about more than simply putting staff on the floor. Our service program is designed to provide our team with the knowledge, skills and understanding of our customer needs which ensure that our customers feel highly valued. Brand Leverage Foodchain by David Jones was launched in November 2000, providing us with important exposure to another part of the retail sector. Three stores have opened, two in Melbourne and one in Sydney. Customer reaction to each store has been enthusiastic and revenues are building strongly. The Foodchain business is still in its infancy. However, our experience to date indicates that the offer is one which our targeted demographic likes and responds to very well. Establishing a new business takes focus and patience. Our plan remains to open 40 stores over five years (2001-2006). MOVING FORWARD In today’s highly competitive and rapidly evolving retail environment, we remain committed to driving our business 17 forward and improving shareholder value. There is a genuine desire and drive exhibited by both the Board and management team to improve performance, and continue to grow this magnificent brand. CORPORATE GOVERNANCE It has been a turbulent year for corporate Australia generally and I understand many of our shareholders have concerns about what is happening in the broader market. At David Jones, we remain committed to the highest possible standards of Corporate Governance. Our Disclosure Policy articulates our desire to ensure the market is kept well informed about the progress of our Company. A copy of this policy is available on our website. On pages 24 and 25 of this report we outline some of our corporate philosophies. We believe it is important to provide you with an understanding of the thinking behind key aspects of the way we run our business such as our attitude to environmental issues, our people policies, our code of ethics and the way we manage risk. I hope you find this informative. THANKYOU Our CEO, Peter Wilkinson, is one of Australia’s leading and most experienced retailers. He has built one of Australia’s best retail management teams over the last four years and importantly developed best practice people development, and succession planning policies. Through the year we were able to make several changes and new appointments at senior executive level utilising only internal candidates. This is a testament to the strength of the team. On behalf of the Board, I want to thank Peter, the management team and the David Jones staff for their efforts over the past year. Your collective dedication has, as always, been impressive. Richard Warburton CHAIRMAN 18 CEO’S REVIEW KEY OPERATIONAL ISSUES 2000/2001 Rapid compression of the retail sales environment Launch of two new businesses Commencement of our major capital investment (stores) program Launch of our three year cost management program Integration of the Aherns business in Western Australia THE SALES ENVIRONMENT The speed with which the sales environment changed at the end of calendar 2000 was dramatic. Given the number of anomalous economic events which occurred during the year, many in the retail industry were wondering whether the sudden fall in consumer spending was yet another one-off or the beginning of a longer trend. What do you do when the pendulum swings this rapidly? For us, the answer was to remain focused on our long-term vision by maintaining our market positioning, carefully monitoring the market and putting in place considered tactical responses to the changed conditions. The Merchandising and Stores teams collaborated closely to find additional ways to drive revenue without compromising our market position. The marketing program was fine-tuned to ensure we achieved maximum exposure for our marketing dollar. We further targeted campaigns and refined offers in conjunction with suppliers while maximising the public relations leverage of our premium market positioning. Well-established stock management practices held our inventory at acceptable levels. End of year stock levels for our department stores business were only 1% higher than the previous year. Aged stock levels remained around our 5% benchmark. Selling General & Administration costs as a percentage of sales increased in the first half. This increase reflected the effect of the sudden compression of the sales environment along with the inclusion of a full year of operating costs for the Aherns business and two new stores at Chadstone and Southland in Melbourne. Significant inroads were made with our core business costs during the second half to bring them in line with the reduced sales base. I would like to particularly thank our suppliers who have worked alongside us during the past 12 months to help our business navigate the challenging trading conditions. NEW BUSINESSES AND CAPITAL EXPENDITURE In Financial Year 2000/2001 we embarked on a significant stores improvement program and launched two new businesses – David Jones Online and Foodchain by David Jones. Our capital expenditure program is about putting in place the building blocks for strong future revenue and profit performance. While the program is aggressive, we believe it is a strategic imperative for our business and a key platform to drive future shareholder value. Our Stores Program Our stores program is designed to support the achievement of your long-term vision for our business. Further information about our stores program can be found on pages 6 and 7 of this report. The innovative sale and leaseback of our city stores in Sydney and Melbourne was completed in December 2000. This deal provides the capital to undertake the refurbishments of these highly successful flagship stores. Key milestones include: A new 14,000 square metre store opened at Hornsby in late September. The completion of the first phase of the Elizabeth and Market Street major refurbishment in November 2001. We are creating 17% more selling space in this flagship store. The project will be completed in 2004. Commencement of construction on our new city store in Perth which will double the size of our former store. The opening is scheduled for late 2002. Foodchain by David Jones This niche meal solutions based business is an exciting opportunity for our Company. It provides exposure to a different part of the retail sector. Foodchain is covered in more detail on pages 13, 14 and 15 of this report. There are now 3 stores open 3 more will open in the next 12 months. Customer reaction has been enthusiastic and revenues are building strongly. Our plan is to open 40 stores over five years (2001-2006) at which point Foodchain is forecast to contribute significantly to both sales revenue and profit. David Jones Online (davidjones.com.au) Revenue for the David Jones Online business is building steadily and is in line with expectations. The business is making strong progress on all key strategic indicators including unique visitors, conversion rate, average order size, and service standards. The online business will be an increasingly important competitive tool going forward. Over time the online and bricks and mortar parts of the department store business will operate seamlessly. Costs will continue to be reduced through greater leveraging of the core business. Good progress is being made in this regard. SETTLEMENT OF CONTINGENT LIABILITIES In 1997, David Jones sold five stores to Harris Scarfe. Contingent liabilities existed in respect to two stores at Macarthur Square (Sydney), and Elizabeth City Centre (Adelaide). David Jones reopened the Macarthur Square store on 13 September. Since 1997, the owners of the centre have completed a major refurbishment which has considerably improved performance. The trade area is growing significantly faster than both the Sydney and Australian averages in terms of the key David Jones’ shopper segments. To date, the Macarthur Square store has exceeded our expectations. It is expected to be profit neutral for the group in the 2001/2002 financial year. A payment of $2.8 million was made in September to extinguish the contingent liability and release David Jones from any future liability in respect of the guarantee associated with the assignment of a lease at the Elizabeth City Centre. The Elizabeth trade area does not have sufficient demographic density to support a David Jones store. We acted to protect the integrity of the David Jones brand, its custom and business and to remove any uncertainty regarding contingent liabilities. There are no further contingent liabilities for David Jones in relation to Harris Scarfe. THE “SECURING OUR FUTURE” COSTS PROGRAM Launched in 2000, the Securing our Future Program identifies sustainable ways of reducing our cost base by redesigning and improving cross-functional business processes. During financial year 2000/2001, $14 million of annualised costs savings were achieved primarily in the area of stores expenses. We are targeting an additional $10 million of savings over the next two financial years. AHERNS David Jones acquired the Aherns chain in Western Australia in early 1999 to support our aim of increasing market penetration. Aherns has been undergoing a gradual transition as we phase-in the David Jones range, stores management and marketing approach. Research shows the people of Perth are looking forward to the launch of the David Jones brand which will occur in February 2002. Customer reaction to the first stage of our City store refurbishment has been extremely positive. 19 TRAINING AND SUCCESSION PLANNING Over the past four years our team has put significant time and effort into establishing a robust human resources strategy. We have been able to make several senior management level appointments during the year utilising only internal candidates which reflects the quality of the work that has been undertaken. In May 2001, we announced the following changes: Stephen Goddard, formerly Operations Director, became Chief Financial Officer; Julie Coates, formerly Human Resources Director, became Operations Director; Teresa Gallo, formerly General Manager Organisation Development, became Human Resources Director and Lawrie Turner, formerly General Manager Information Technology, became Chief Information Officer. All are making significant contributions in their respective areas. KEY OPERATIONAL ISSUES FOR THE COMING YEAR Our priorities for 2001/2002 are: The path to profitability of our new businesses We are progressing both our new businesses along the path to profitability. Both are being managed carefully to establish strong foundations. General improvements in the cost base of the business We are committed to identifying additional ways to strategically reduce the costs of doing business while protecting our high standards and market positioning. Management of the capital expenditure program Significant focus is being applied our capital expenditure program. We are investing approximately $100 million per annum over the next few years. Continue to manage the current trading conditions and remain well positioned for upside Some positive signs emerged in August when we commenced the summer trading season, however, taking into account the variation which is still being exhibited in sales patterns and the repercussions of the events in the United States, we believe it is too early to confidently call any trend. The David Jones business is sufficiently flexible to continue to deal with changeable market conditions. We have a well established management team in place who have a clear vision of the market position of our business. Peter Wilkinson CHIEF EXECUTIVE OFFICER 20 BOARD OF DIRECTORS LOUIS PETER WILKINSON Chief Executive, age 57, resident Sydney, joined David Jones Limited in March 1997. Prior to becoming Chief Executive of David Jones, joined Just Jeans as Managing Director in January 1996. Prior to that was Merchandise and Marketing Director of Myer Stores Limited, Managing Director of Myer Grace Bros. and held the post of Chief Operating Officer and a Director of Coles Myer Limited from 1988 until 1996. RICHARD WARBURTON Appointed Director on 6 October 1995, Chairman and Non-Executive Director, Chairman Remuneration and Nominations Committee, age 60, resident Sydney, Chairman of Goldfields Limited, Commonwealth Government Board of Taxation, Caltex Australia Limited and HIH Claims Support Limited, Board Member of Reserve Bank of Australia, Director of Southcorp Limited, Nufarm Limited, Tabcorp Holdings Limited, O’Connell Street Associates Pty. Limited and Note Printing Australia Limited. KATIE LAHEY BA (Hons) MBA Appointed Director on 6 October 1995, Non-Executive Director, Member Remuneration and Nominations Committee, age 51, resident Sydney, CEO of the Business Council of Australia, Board Member of Hills Motorway Limited, Australia Post, Marsh Australia Advisory Board, Sydney Symphony Orchestra Council and Garvan Research Foundation Board. GEOFFREY HEELEY BEc FCPA Appointed Director on 6 October 1995, Non-Executive Director, Chairman Audit Committee, age 67, resident Melbourne. Director of AXA Asia Pacific Holdings Limited, The National Mutual Life Association of Australasia Limited (a subsidiary of AXA Asia Pacific Holdings Limited) and The Jack Brockhoff Foundation Limited. 21 ROBERT SAVAGE Appointed Director on 25 October 1999, Non-Executive Director, Member Remuneration and Nominations Committee, age 59, resident Sydney, Director of Handeni Pty. Limited, Smorgon Steel Limited, Perpetual Trustee Australia Limited and IBA Technologies Ltd. Member of the Advisory Board of Sydney University Faculty of Business and Economics. Previous to his appointment, he was Chairman and Managing Director of IBM Australia. JOHN COATES AO LLB Appointed Director on 6 October 1995, Non-Executive Director, Member Remuneration and Nominations Committee, age 51, resident Sydney, Chairman of Accord Pacific Holdings Limited, President of the Australian Olympic Committee, Member of the International Olympic Committee, Vice President of International Council of Arbitration for Sport, Council Member of International Rowing Federation, Deputy Chairman of Kengfu Properties Pte. Limited, Director of Roseville College Foundation Ltd., Partner of Kemp Strang Lawyers and Non Executive Chairman of Burson Marsteller Australian Operations. ELIZABETH NOSWORTHY BA LLB LLM Appointed Director on 6 October 1995, Non-Executive Director, Member Audit Committee, age 55, resident Brisbane, Chairman of Stanwell Corporation Limited, Director of Telstra Corporation Limited, Queensland Treasury Corporation, GPT Management Limited, RP Data Limited, The Foundation for Development Cooperation Limited and City of Brisbane Arts and Environment Ltd. Member of Council of Australian National University. REG CLAIRS AO Appointed Director on 22 February 1999, Non-Executive Director, Member Audit Committee, age 63, resident Brisbane, Director of Commonwealth Bank of Australia and Woolstock Australia Limited. Chairman of Prime Minister’s Supermarket to Asia Board. Councillor National Australia Day Council. Previous to his appointment, he was Chief Executive Officer of Woolworths Limited. 22 PETER WILKINSON Chief Executive Officer STEPHEN GODDARD Chief Financial Officer JULIE COATES Operations Director SENIOR MANAGEMENT TERESA GALLO Human Resources Director LAWRIE TURNER Chief Information Officer MARK McINNES Merchandise Director DON GROVER Stores Director David Jones Management Committee The management committee is currently comprised of 10 members all of whom are pictured on these pages. The role of the management committee is primarily to implement group policy, manage the corporate processes, review strategy and resources. FELICITY HERRON General Manager Securing our Future Program COLETTE GARNSEY General Manager Womenswear, Childrenswear, Shoes and Accessories PATRICK ROBINSON General Manager Home and Food 23 PETER WILKINSON Chief Executive Officer LAWRIE TURNER Chief Information Officer FELICITY HERRON General Manager Securing our Future Program STEPHEN GODDARD Chief Financial Officer JULIE COATES Operations Director DON GROVER Stores Director MARK McINNES Merchandise and Marketing Director TERESA GALLO Human Resources Director BARRY BENNETT General Manager Risk Management JOHN BOLAS General Manager Property and Projects NATALIE CATZEL General Manager Retail JILL CAMPBELL General Manager Corporate Affairs ROSS DALE General Manager Logistics CATE DANIELS General Manager Retail DAVID BUSH General Manager Menswear and Aged Inventory PAULA BAUCHINGER General Manager Planning and Recruitment PETER HELSON General Manager Credit JENNI DESLANDES General Manager e-commerce TOM HALL General Manager Retail JOHN McRAE General Manager Accounting and Taxation SHANE TREMBLE General Manager Foodchain ROBERT HEATON General Manager Visual Merchandise JOHN SIMMONDS Company Secretary VINCE RANDAZZO General Manager Retail RICHARD TAYLOR General Manager Strategic Planning JOHN SAMARTZIS General Manager Retail LINDA THOMAS Treasurer RAY STAFFORD General Manager Retail Administration FRANK DALBON General Manager Merchandise Administration DAMIAN EALES General Manager Aherns and Merchandise Projects COLETTE GARNSEY General Manager Womenswear, Childrenswear, Shoes and Accessories SAMANTHA PARKER General Manager Marketing PATRICK ROBINSON General Manager Home and Food GAVIN SKEWS General Manager Merchandise Planning STEPHEN WHITTAM General Manager Supply Chain and Merchandise Systems PAUL ZAHRA General Manager Cosmetics PETER FARRELL General Manager Remuneration TO BE CONFIRMED General Manager Organisation Development 24 CORPORATE PHILOSOPHY The David Jones Corporate Philosophy At David Jones, we remain committed to the highest possible standards of Corporate Governance and disclosure. Our Disclosure Policy articulates our desire to ensure the market is kept well informed about our progress. A copy of this policy is available on our website (davidjones.com.au). We believe it is important to provide you with an understanding of some of the key aspects of the way we run our business such as our attitude to environmental issues, our people policies, our code of ethics and the way we manage risk. We hope you find this informative. OUR PEOPLE In retail, people make the business. Almost 90 percent of David Jones staff work in our stores. They are a critical component of our relationship with our customers. Our people are top of mind in everything we do. An over-riding corporate objective is to build a performance-oriented culture. One which provides the foundation for our high standards of delivery and the capacity to respond rapidly to market opportunities. Our aim is for David Jones to become an employer of first choice. We want to be a great place to work, a place where key behaviours such as a personal orientation towards – achieving goals, innovation, and teamwork are encouraged and rewarded. These behaviours are embodied in the David Jones competencies that form the foundation of our people decisions. The competencies form the selection criteria for positions, are an integral part of the performance management process, determine employee development needs and are critical elements in succession planning and remuneration strategy. Our orientation and induction program ensures a common point of entry to the group for all employees. New team members are introduced to the business, the brand, customer service standards and the Code of Ethics at induction sessions. People development programs including leadership development are the cornerstone of our human resources strategy. These programs are tailored to the requirements of the various parts of the business. For instance, we have introduced a Trainee Buyer Development program. The program includes training sessions, work experience, coaching and project work and is designed to ensure we are continuing to build this important capability internally. Substantial focus is placed on organisational development, training and succession planning. Our focus is on attracting and retaining the best people. Our succession planning program identifies talent throughout the organisation. We have been able to make several senior management level appointments during the year utilising only internal candidates which reflects the quality of the work that has been undertaken. OUR CODE OF ETHICS One of the key elements in the success of David Jones is the good name we enjoy in all the markets in which we operate. This reputation is based on a tradition of fairness, honesty and integrity in our dealings with our customers, suppliers and staff, as well as our local community. At David Jones we believe that we should: Adhere to Ethical Standards in everything that we do. Respect property and the ownership of that property Not tolerate harassment or discrimination Understand and recognise that anyone using their position to favour a third party has a conflict of interest. Compete vigorously but do so fairly Not deal in inside information The Company’s Code of Ethics is covered in a specific booklet (“The Importance of being Honest”). All of our people also have access to an ethics hotline. THE ENVIRONMENT At David Jones, conserving and enhancing the environment forms an important part of the things we do and the decisions we make. Each employee has a responsibility to ensure that the way we conduct our business meets all relevant government and David Jones requirements, whichever is more stringent. We are developing processes and tools which will assist us to achieve our objectives. We aim to continually improve our compliance with our environmental principles. We are working towards achieving the principles outlined below: Compliance Meet all applicable environmental laws, regulations and requirements in a cost effective manner. Systems and Planning Utilise our environmental management system to: establish goals 25 set standards incorporate environmental considerations into business planning. There are dedicated procedures in place to ensure that all risks are identified, analysed and assessed so that appropriate time and resources can be applied to managing them. Education and Communication Develop a program for our employees on ways to effectively achieve the objectives of the Policy through: induction training ongoing education and training OUTWORKER CODE OF PRACTICE David Jones is a signatory to the ARA/TCFUA Homeworker Code of Practice. We support the principle behind the work being undertaken to eradicate the use of under age and below award payment labour in the clothing industry. We continue to work closely with the Australian Retailers Association and its members regarding this issue. Commitment and Accountability Encourage every employee to be committed to and responsible for meeting our environmental objectives. Managers are accountable for implementing the Policy in their areas of responsibility. Review Performance Measure and evaluate our performance in achieving the aims of our Policy on a regular basis. Suppliers and Contractors Ensure that our contractors and suppliers understand our commitment to the environment and require them to apply similar standards. Environmental Impacts Foster the sustainable use of natural resources by promoting pollution prevention, waste minimisation, recycling and reuse of materials where practicable. RISK MANAGEMENT David Jones has a dedicated Risk Management team that is responsible for conducting regular assessments of the various risks that could affect our business such as financial, environmental, and procedural risks. To provide rigor to their assessment an “Enterprise Wide Risk Management Program” was developed. A component of this program is the identification of key business risks using a business process model. Each process is reviewed in accordance with risk identification and risk assessment. Management allocates a priority level to process improvement based on the determination of the level of risk. Internal and external audits form part of our assurance activities. They are based on the determined level of risk. This procedure ensures that the appropriate amount of focus and resourcing is provided. Since 1999 our supplier terms and conditions have required our vendors to “warrant that all labour engaged in the manufacture of goods has been engaged and remunerated in accordance with applicable laws, industrial awards and agreements”, or in the case of imported goods, “in conditions at least as favourable as Australian award conditions applicable to the relevant tasks.” In March 2001 we communicated in writing with every supplier of apparel to the group reminding them of their obligations and reiterated our support for the principal behind the work being done regarding outworkers. We further advised suppliers of David Jones branded merchandise that we would be making random visits to their manufacturing sites to observe conditions. If it is brought to our attention that any of our suppliers are not abiding by the specified trading terms and conditions we would request immediate action be taken and should that not occur we would not hesitate to cease dealing with that supplier. AWARDS RECEIVED IN 2000/01 In August Corporate Governance International (‘CGI’) announced that David Jones had received their highest rating for governance. The governance ratings take into account designated elements of best practice which are provided a weighting based on CGI’s assessment of the Australian market over the past 7 years. In September David Jones was awarded the “Grand Prix for Best Overall Investor Relations” for a non-ASX 100 company at the second annual “Investor Relations Magazine” awards in Sydney. The organisers surveyed 178 portfolio managers and analysts to gauge their opinions on the level, accuracy and clarity of disclosure to the market. 26 CORPORATE GOVERNANCE This statement outlines the main Corporate Governance practices that were in place throughout the financial year unless otherwise stated. BOARD OF DIRECTORS AND ITS COMMITTEES The Directors are responsible for protecting the rights and interests of shareholders and are accountable to them for the overall management of the Company. The Board’s responsibilities include: setting strategies, directions and establishing goals for management; the monitoring of performance against these goals and objectives; ensuring there are adequate internal controls and ethical standards of behaviour; evaluating performance and determining the remuneration of the Chief Executive Officer and Senior Executives; ensuring the significant risks facing the Consolidated Entity have been identified and the appropriate and adequate control monitoring and reporting mechanisms are in place; and ensuring there are policies and procedures for recruitment, training, remuneration and succession planning. To assist in the execution of responsibilities, the Board has in place two Board Committees comprising an Audit Committee and a Remuneration and Nominations Committee. Following the sale and leaseback of the Sydney and Melbourne CBD stores, the need for a separate committee to deal with property matters was no longer considered necessary and the Property Committee was disbanded. Property matters are dealt with by the full Board. COMPOSITION OF THE BOARD The names of the Directors of the Company in office at the date of this statement are set out in the Directors’ Report on page 32. The Board comprises eight Directors, of whom one is an Executive Director. The Non-Executive Directors are genuinely independent to ensure that the Company is run in its own best interests and, accordingly, in the best interests of shareholders. No independent Director: is a substantial shareholder; has been employed as an Executive of the Company; is a principal of a professional adviser; is associated with a significant supplier or customer; has a significant contractual relationship with the Company; and has any business relationship which could materially interfere with the Director’s ability to act in the best interests of the Company. PERFORMANCE EVALUATION OF THE BOARD The Board has in place a process to review its own performance. To assist in this process an independent adviser is used. The process adopts a methodology that: identifies key issues to improve effectiveness by way of a survey and interviews; presents findings and recommends solutions; and develops an action plan to resolve issues. From time to time, your Board conducts a detailed assessment of its performance based on individual views of outcomes in key performance areas and collective resolution of issues. Senior management are invited to comment, ensuring a common commitment to issues and accountabilities. The next assessment is scheduled to be conducted during the 2001/2002 financial year. DIRECTORS’ FEES The maximum aggregate amount of fees that can be paid to Non-Executive Directors is determined by shareholders from time to time at annual general meetings of the Company in accordance with the Constitution. This amount is currently $700,000 pa plus compulsory superannuation guarantee contributions. The aggregate fees paid to Non-Executive Directors during the financial year was $552,256. The scale of fees currently being paid since 1 February 2001, including fees for attendance at Board Committee meetings, is as follows: Chairman $162,000 pa Audit Committee Chairman $76,000 pa Non-Executive Directors $65,000 pa plus compulsory superannuation guarantee contributions. DIRECTORS’ RETIREMENT ALLOWANCES A retirement allowance for Non-Executive Directors was approved by shareholders at the 1999 Annual General Meeting. NonExecutive Directors who have served for at least three years are paid a retirement allowance on their ceasing to hold office as a Director of the Company. The amount of the allowance is based on their length of service as a Non-Executive Director and the average annual payments from the Company by way of Directors’ Fees (including Committee fees but excluding superannuation guarantee payments) over the three years prior to the date they cease to be a Non-Executive Director. The multiple of average annual fees ranges from 1.125 times at three years service, to 3 times at eight years’ service and 5 times at 15 years and above. REMUNERATION AND NOMINATIONS COMMITTEE The Remuneration and Nominations Committee comprises Richard Warburton (Chairman), Katie Lahey, John Coates and Robert Savage. The Chief Executive Officer and the Human Resources Director attend the Remuneration and Nominations Committee as required to discuss Senior Executives’ performance and remuneration. The role of the Remuneration and Nominations Committee is documented in a Charter which has been approved by the Board of Directors. The Committee reviews and makes recommendations to the Board on remuneration packages and policies applicable to the Chief Executive Officer, Senior Executives and Directors themselves. The Committee formulates policies and criteria for the appointment of Directors to the Board, and provides the Board with recommendations for appointments to the Board. This role also includes responsibility for recommendations to the Board on share and option schemes, incentive performance packages, superannuation entitlements, retirement and termination entitlements, fringe benefits policies and professional indemnity and liability insurance policies. Remuneration levels are competitively set to attract the most qualified and experienced directors and senior executives. The Remuneration and Nominations Committee obtains independent advice on the appropriateness of remuneration packages. AUDIT COMMITTEE The Audit Committee comprises Geoffrey Heeley (Chairman), Reg Clairs and Elizabeth Nosworthy. The internal auditors, external auditors, the Chief Executive Officer and Chief Financial Officer attend Audit Committee meetings at the discretion of the Committee. The role of the Audit Committee is documented in an Audit Charter which has been approved by the Board of Directors. In accordance with this Charter, the Committee comprises three Non-Executive Directors. The Audit Committee considers any matters relating to the financial affairs of the David Jones Group and the Group’s internal and external audit that it determines to be desirable. In addition, the Audit Committee examines any other matters referred to it by the Board. It gives the Board of Directors additional assurance regarding the quality and reliability of financial information prepared for use by the Board in determining policies for inclusion in financial reports. The responsibilities of the Audit Committee include: reviewing the financial reports and financial statements; monitoring the activities of the internal audit function; reviewing internal and external audit reports to ensure that where major deficiencies or breakdowns in controls or procedures have been identified appropriate and prompt remedial action is taken by management; liaising with the external auditors and satisfying itself that the annual statutory audit and half-year review are conducted in an effective manner; monitoring the establishment of an appropriate internal control framework and considering enhancements; monitoring the procedures in place to ensure compliance 27 with the Corporations Act 2001 and Stock Exchange Listing Rules; and monitoring the independence of the external auditor. The Audit Committee reviews the performance of the external auditors on an annual basis and meets regularly with them during the year. INTERNAL CONTROL FRAMEWORK The Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost-effective internal control system will preclude all errors and irregularities. To assist in discharging this responsibility, the Board has instigated an internal control framework designed to safeguard the Company’s assets and interests and to ensure the integrity of reporting. The internal control framework can be summarised as follows: financial reporting – there is a comprehensive budgeting system with an annual budget approved by the Directors. Monthly actual results are reported against budget and revised forecasts for the year are prepared regularly; functional speciality reporting – the Consolidated Entity has identified a number of key areas which are subject to regular reporting to the Board, such as Treasury and Derivatives trading, Environmental, Legal, Trade Practices, Insurance and Occupational Health and Safety matters; investment appraisal – the Consolidated Entity has clearly defined guidelines for capital expenditure. These include annual budgets, detailed appraisal and review procedures and levels of authority; and the internal audit function, which has been outsourced, provides assistance to the Board in reviewing compliance with internal controls. CORPORATE DISCLOSURE Procedures and practices are in place to ensure compliance with the continuous disclosure requirements of the Australian Stock Exchange Listing Rules. Continuous disclosure involves the timely announcement of information to keep the market informed of material events and developments as they occur. Once the Board becomes aware of information concerning the Company that would be likely to have a material effect on the price or value of the Company’s securities, the Board ensures that the information is released to the Company Announcements office of the Australian Stock Exchange (“ASX”). The Board has appointed a committee comprising the Chief Executive Officer, Chief Financial Officer and the General Manager – Corporate Affairs to continually monitor compliance and to ensure appropriate communications with the ASX through the office of the Company Secretary. The Company Secretary must ensure that information for release to the market is not released to any other person until the Company has given the information to the ASX and has received an acknowledgement that the ASX has released the information to the market. SHAREHOLDER COMMUNICATIONS The Board aims to keep shareholders informed of all major 28 developments affecting the Company’s activities and its state of affairs through distribution of the concise annual report and through announcements to the Australian Stock Exchange and releases to the media. All such announcements and releases are placed on our website davidjones.com.au and are also readily available to shareholders by contacting the Share Registry on 1800 652 207. ETHICAL STANDARDS The Consolidated Entity has an ethical standards manual – “The Importance of Being Honest” – which sets out the standards in accordance with which each Director, Executive and employee of the Consolidated Entity is expected to act. The requirement to comply with these ethical standards is emphasised to all employees. All Directors, Executives and employees are expected to act with the utmost integrity and objectivity, in their dealings with each other, competitors, suppliers, customers and the community, striving at all times to enhance the reputation and performance of the Consolidated Entity. Every employee has a nominated supervisor to whom they may refer any issues arising from their employment. DIRECTORS’ AND OFFICERS’ DEALINGS IN COMPANY SHARES The Company has issued strict guidelines in the dealing of David Jones securities or non David Jones securities where Directors and Officers of David Jones, and their associates, have gained sensitive information from their association with David Jones Limited. The Company requires: 1. Directors to discuss a proposed trade in David Jones shares with the Chairman prior to any trade. 2. Officers should discuss a proposed trade in David Jones shares with the Company Secretary or, in his absence, the Chief Executive prior to any trade. 3. Unless there are unusual circumstances, trades in David Jones shares are limited to the following periods: a) within one month after the release of the David Jones half-year and annual results to the Australian Stock Exchange; b) from the lodgement of the David Jones printed annual report with the Australian Stock Exchange up to one month after the holding of the David Jones Annual General Meeting; and c) the rights trading period when David Jones has issued a prospectus for those rights. 4. In any event, Directors and Officers are prohibited from trading in David Jones shares in the following circumstances: a) if the Director or Officer is in possession of pricesensitive information: b) in the two months preceding the lodgement of David Jones half-year and annual results to the Australian Stock Exchange; and c) where a Director or Officer would be trading for a short-term gain. 5. Directors and Officers are prohibited from dealing in the securities of outside companies about which they may gain price-sensitive information by virtue of their position as a Director or Officer of David Jones. 6. Directors and Officers should not directly communicate price-sensitive information or cause that information to be communicated to another person if they know or should know that the other person would be likely to buy or sell David Jones shares or to communicate information to another party. BUSINESS RISKS The Consolidated Entity has developed a risk identification and analysis process, which is designed to produce a risk profile for the corporation. This profile identifies key business risks, determines responsibilities and risk mitigation activities for each key business risk. The process also incorporates an evaluation methodology, which prioritises risk categories and risk mitigation activities. The risk profile is also used by both internal and external audit to allocate assurance resources to those business risks which are key to the operation of the entity. The program is designed to provide an enterprise wide risk management methodology which incorporates risk identification, analysis, assessment, treatment and monitoring/review of a wide range of risk and compliance issues including external environment, process risk and decision making risks. In relation to environmental planning, the entity continues to monitor and review management practices and controls, which have been implemented to mitigate risks identified through its environmental action plan. 29 EXECUTIVE SUMMARY NET PROFIT WAS $28.0 MILLION A DECREASE OF $7.8 MILLION OR 21.7%. BOTH THE 99/00 AND THE 00/01 RESULTS WERE IMPACTED BY SIGNIFICANT ITEMS AS NOTED IN THE ADJACENT TABLE. ON A TAX ADJUSTED BASIS, GROUP SALES FOR THE FULL YEAR INCREASED BY 5.8% TO $1,547.5M (2000: $1,463.3M). THE DECREASE IN PROPERTY INCOME LARGELY REFLECTS THE EFFECT OF THE SALE AND LEASEBACK. 2001 2000 $M $M SALES EARNINGS BEFORE INTEREST AND TAX 1,547.5 1,528.1** Contributions from – Retail – Credit 47.9 10.6 58.3 10.2 – Property 58.5 4.8 68.5 17.4 63.3 85.9 8.9 (14.4) (11.5) (2.8) – 3.2 (18.3) Earnings Before Interest and Tax Less – Interest Expense 43.5 70.8 11.7 12.2 OPERATING PROFIT BEFORE INCOME TAX 31.8 58.6 3.8 22.8 28.0 35.8 SIGNIFICANT ITEMS – – – – – Sale of Assets New Businesses (Foodchain & Online) Write-off of David Jones Online web development costs Settlement of contingent liability (Elizabeth, S.A)* GST introduction expenses LESS – Income Tax OPERATING PROFIT AFTER INCOME TAX *Refers to the former John Martins store assigned to Harris Scarfe at Elizabeth City Centre, Adelaide, South Australia. ** This figure is not tax adjusted for wholesale sales tax. Adjusted figure is $1,463.3m COMPARABLE EBIT The core business Earnings before Interest and Tax (‘EBIT’) slightly exceeded the forecast range of $68-$71.5m communicated to the market on 18 July 2001. Comparable EBIT* has decreased 14.6% over the corresponding period. Core Business EBIT (retail + credit + property + asset sales) Less Asset Sales Less Property Income Comparable EBIT* 2001 2000 $ 72.2 $ 8.9 $ 4.8 $ 58.5 $89.1 $ 3.2 $17.4 $68.5 *Comparable EBIT was calculated to assist with year on year comparison in order to clarify changes in asset sales levels and therefore property income year on year. It is calculated by deducting asset sales and property income from Core Business EBIT. 30 EXECUTIVE SUMMARY 13.01% 1,535.0 WA SA 6% 1,463.3 9% 12.64% QLD 11% NSW 58% VIC 16% 1,290.2 12.08% 1999 GEOGRAPHIC SPLIT OF SALES REVENUE 2000 2001 MARKET SHARE 2000/2001 David Jones percentage market share of the $13 billion ABS Department Store sector. Geographic split of sales for the Department Store business. OUR DEPARTMENT STORE BUSINESS Despite the changed conditions during financial year 2000/2001, our core business performance relative to the market remained solid and the Group continued to gain market share. The women’s apparel and cosmetics categories remained strong performers. 1999 DEPARTMENT STORE BUSINESS FOR THE PAST 3 YEARS All sales figures are tax adjusted for wholesale sales tax (WST). The sales figure for 2000 of $1,463.3 unadjusted is $1,528.1m. The total sales for the group for 2001 inclusive of new businesses were $1,547.5m. THE DAVID JONES CARD BUSINESS COSTS Significant inroads were made with our core business cost program during the second half. Growth in costs as a percentage of sales in the first half reflected the effect of – The sudden change in trading conditions, – the inclusion of a full year of costs for Aherns and 2 new stores at Chadstone and Southland in Melbourne. Despite the reduction in like for like sales, our costs as a percentage of sales for the second half 2001 were lower than the comparable half for the previous year. 2001 TOTAL SALES – 2000 The David Jones credit card continued to perform well. EBIT of $10.6m represents a slight increase over the previous year; a reflection of the changed trading conditions and the costs of combating short term competitive activity, in particular, increased interest free periods. Sales on the David Jones card comprised 40.1% of total sales for the Group (2000: 39.3%). Our David Jones card activation programs continued to be highly successful with 62,169 new accounts opened during the year. DIVIDEND The Directors declared a final dividend of 4 cents per share, payable on 2 November 2001. The dividend is fully franked. The dividend for the year was therefore 8 cents per share, which is the same as the previous year. DAVID JONES LIMITED CONCISE ANNUAL REPORT 2001 RESULTS Directors’ report…32 Five year financial statistics…38 Statement of financial performance…39 Discussion and analysis on statement of financial performance…40 Statement of financial position…42 Notes to the concise financial statements…46 Discussion and analysis on statement of financial position…43 Declaration by Directors…48 Independent audit report…49 Statement of cash flows…44 Additional shareholder information…50 Discussion and analysis on statement of cash flows…45 Store locations…52 Calendar and contacts…IBC 32 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT THE BOARD OF DIRECTORS OF DAVID JONES LIMITED (THE COMPANY) SUBMITS ITS REPORT IN RESPECT OF THE 52 WEEKS ENDED 28 JULY 2001 DIRECTORS The Directors of the Company at any time during or since the end of the financial year are: Richard Warburton (Chairman) Reg Clairs AO John Coates AO Geoffrey Heeley Katie Lahey Elizabeth Nosworthy Robert Savage Peter Wilkinson Details of qualifications, age, experience and special responsibilities are shown on pages 20 and 21. DIRECTORS’ MEETINGS The number of Directors’ meetings (including meetings of committees of Directors) and number of meetings attended by each of the Directors of the Company during the financial year were: DIRECTOR DIRECTORS’ AUDIT REMUNERATION MEETINGS COMMITTEE AND NOMINATIONS MEETINGS Richard Warburton Reg Clairs AO John Coates AO Geoffrey Heeley Katie Lahey Elizabeth Nosworthy Robert Savage Peter Wilkinson (Executive Director) A B 10 10 9 10 10 10 10 10 10 10 10 10 10 10 10 10 A COMMITTEE MEETINGS B 5 5 5 5 5 5 A B 3 3 3 3 3 3 3 3 A = Number of meetings attended. B = Reflects the number of meetings held during the time the Director held office during the period. During the year, Directors made various inspection visits to many of the Company stores in Sydney, Melbourne, Adelaide, Perth and Brisbane. Following the sale and leaseback of the Sydney and Melbourne CBD stores, the need for a separate committee to deal with property matters was no longer considered necessary and the Property Committee was disbanded. Property matters are dealt with by the full Board. PRINCIPAL ACTIVITIES The principal activity of the Company and its controlled entities (Consolidated Entity) during the course of the financial year was the operation of department stores. DAVID JONES CONCISE ANNUAL REPORT 2001 33 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT CONTINUED CONSOLIDATED RESULTS The consolidated net profit of the Consolidated Entity for the year was $28.044 million after deducting income tax expense of $3.754 million. REVIEW OF OPERATIONS A detailed review of operations is shown on pages 1 to 19. DIVIDENDS Dividends paid or declared by the Company since the end of the previous financial year were: As proposed and provided for in last year’s financial report a final ordinary dividend of 4 cents per share franked to 100% with Class C (34%) franking credits amounting to $15,749,000 in respect of the 52 weeks ended 29 July 2000 was paid on 20 October 2000. In respect of the current financial year: an interim ordinary franked dividend of 4 cents per share franked to 100% with Class C (34%) franking credits amounting to $15,750,000 was paid on 17 April 2001; and a final ordinary dividend declared of 4 cents per share franked to 100% with Class C (30%) franking credits amounting to $15,749,000 will be paid on 2 November 2001. Total dividend provided for in respect of the 52 weeks ended 28 July 2001 was $31,499,000. STATE OF AFFAIRS Significant changes in the state of affairs of the Consolidated Entity during the financial year were as follows: the property sale and leaseback of the Sydney and Melbourne CBD stores was successfully completed in December 2000. This deal provides the funds to undertake the refurbishment of these flagship stores. Under the arrangement, the landlord will fund the costs of infrastructure improvements as well as provide a disruption allowance for both sites. David Jones will fund the costs of fixtures, fittings and other store design works not related to infrastructure; the opening of the new store at Adelaide Central Plaza; and the launch of two new businesses – David Jones Online and Foodchain by David Jones. EVENTS SUBSEQUENT TO BALANCE DATE Other than items disclosed below, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity, in subsequent financial years. Subsequent to balance date, David Jones resolved to settle two matters associated with contingent liabilities for lease obligations which arose during the year following the appointment of an administrator to Harris Scarfe Limited. This was in respect to two store leases assigned by David Jones and its controlled entity, John Martin Retailers Limited, to Harris Scarfe Limited in 1997, relating to properties in Campbelltown, NSW and Elizabeth, SA respectively. There are no remaining contingent liabilities relating to Harris Scarfe Limited. In respect to Campbelltown, NSW, David Jones has resumed the lease under terms varied with the lessor and has re-established a David Jones store at Campbelltown. This obligation is now disclosed as a lease commitment. DAVID JONES CONCISE ANNUAL REPORT 2001 34 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT CONTINUED In respect to Elizabeth, SA, David Jones has paid the lessor the sum of $2.8 million which released David Jones Limited and its controlled entity, John Martin Retailers Limited, from any future liability in respect of the lease. This sum has been expensed in the Statement of Financial Performance. LIKELY DEVELOPMENTS Information as to likely developments in the operations of the Consolidated Entity and the expected results of those operations in subsequent financial years has not been included in this report because the Directors believe, on reasonable grounds, that to include such information would be likely to result in unreasonable prejudice to the Consolidated Entity. DIRECTORS’ INTERESTS The relevant interest of each Director in the share capital of the companies within the Consolidated Entity, as notified by the Directors to the Australian Stock Exchange in accordance with Section 205G (1) of the Corporations Act 2001, at the date of this report is as follows: DIRECTORS Richard Warburton Reg Clairs AO John Coates AO Geoffrey Heeley Katie Lahey Elizabeth Nosworthy Robert Savage Peter Wilkinson ORDINARY SHARES IN OPTIONS IN DAVID JONES LIMITED DAVID JONES LIMITED 92,084* 112,240 31,216 50,000 8,712 21,320 22,240 5,000 – – – – – – – 6,000,000 * Of which 82,292 non-beneficially held. DIRECTORS’ AND EXECUTIVES’ REMUNERATION The Remuneration and Nominations Committee is responsible for recommending to the Board remuneration policies and salaries applicable to the Board Members and Senior Executives of the Company. The Remuneration Policy aims to provide remuneration which is fair and equitable in terms of external competitiveness and to link reward to the achievements of the organisation and the individual. The policy relates individual remuneration to individual and company performance, the remuneration budget, the individual’s position in the relevant salary market and the need for the organisation to retain and motivate the individual. To give effect to this policy the Company subscribes to a number of surveys which measure the remuneration levels in the various labour markets in which it competes. For Management the Company utilises a formal performance measurement system, the results of which contribute to the determination of any salary adjustment the individual may receive. Executive Directors and Senior Executives may receive bonuses based on the achievement of specific goals related to the performance of the Consolidated Entity for the previous year. DAVID JONES CONCISE ANNUAL REPORT 2001 35 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT CONTINUED Details of the nature and amount of each element of the emolument of each Director and each of the five named Officers of the Company receiving the highest emolument are shown below. NON-EXECUTIVE DIRECTORS Richard Warburton Reg Clairs AO John Coates AO Geoffrey Heeley Katie Lahey Elizabeth Nosworthy Robert Savage DIRECTORS’ COMMITTEE FEES FEES $ $ 124,603 49,001 49,001 49,001 49,001 49,001 49,001 31,300 13,500 13,500 25,000 13,500 13,500 13,500 TOTAL SUPERANNUATION TOTAL CONTRIBUTION $ 165,750* 62,501 62,501 74,001 62,501 62,501 62,501 $ $ 12,472 5,000 5,000 5,920 5,000 5,000 5,000 178,222 67,501 67,501 79,921 67,501 67,501 67,501 552,256# * Including parking expenses of $9,847 during store refurbishment. # The maximum amount allowed to be paid to Directors under the Company’s Constitution is $700,000 per annum, in aggregate, plus compulsory superannuation contributions. EMPLOYMENT COST* $ OTHER BONUS + TOTAL ALLOWANCES # $ $ $ 370,175 1,304,447 143,360 128,385 70,400 111,090 42,120 666,640 601,019 523,166 494,048 373,697 EXECUTIVE DIRECTORS** Peter Wilkinson 934,272 OTHER OFFICERS Stephen Goddard Mark McInnes Brian Hill## Donald Grover Colette Garnsey 503,855 456,314 452,766 382,958 331,577 19,425 16,320 * “Employment Cost” includes salary, benefits, superannuation contributions, motor vehicles and fringe benefits tax. ** Executive Directors do not receive Directors’ fees. # Represents relocation assistance. ## Ceased employment on 26 July 2001. + This bonus paid in September 2000 in respect of the 1999/2000 year is based on performance hurdles achieved for that year. DAVID JONES CONCISE ANNUAL REPORT 2001 36 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT CONTINUED DIRECTORS’ AND EXECUTIVES’ REMUNERATION OPTIONS During the financial year the Company granted options over unissued ordinary shares to the following Executive Director and to the five most highly remunerated Officers, as part of their remuneration. NUMBER OF EXERCISE PRICE OPTIONS GRANTED $ EXPIRY DATE 1,500,000 1.3280 16 January 2006 400,000 400,000 400,000 400,000 150,000 1.3280 1.3280 1.3280 1.3280 1.3280 16 16 16 16 16 DIRECTOR Peter Wilkinson OFFICERS Stephen Goddard Mark McInnes Brian Hill* Donald Grover Colette Garnsey January January January January January 2006 2006 2006 2006 2006 * Options lapsed on cessation of employment on 26 July 2001. All options were granted during the year. No options have been exercised during or since the end of the financial year. At the date of this report unissued ordinary shares under option are: EXPIRY DATE 31 17 16 16 March 2002 December 2003 December 2004 January 2006 NUMBER OF OPTIONS EXERCISE PRICE $ 3,000,000 3,250,000 5,590,000 6,115,000 1.4500 1.5700 1.4047 1.3280 17,955,000 Peter Wilkinson and each of the above Senior Executives were issued options over ordinary shares during the year. Using the Black-Scholes option pricing model, each option issued on 16 December 1999, 1 February 2000 and 16 January 2001 would have a value of $0.45, $0.44 and $0.46 respectively at the date of grant. This pricing model does not take account of the performance hurdles which must be satisfied before the options can be exercised and which therefore reduce the value. At the date of this report the performance hurdles have not been met. INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS INDEMNIFICATION The Company has indemnified the following current Directors of the Company, Richard Warburton, Reg Clairs, John Coates, Geoffrey Heeley, Katie Lahey, Elizabeth Nosworthy, Robert Savage and Peter Wilkinson against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as Directors of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith or indemnification is otherwise not permitted under the Corporations Act 2001. The indemnity stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. DAVID JONES CONCISE ANNUAL REPORT 2001 37 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT CONTINUED The Company has also indemnified the current Directors of its controlled entities for all liabilities to another person (other than the Company or a related body corporate) that may arise from their position, except where the liability arises out of conduct involving a lack of good faith or indemnification is otherwise not permitted under the Corporations Act 2001. The indemnity stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses. INSURANCE PREMIUMS Since the end of the previous financial year the Company has paid insurance premiums in respect of Directors’ and Officers’ liability insurance contracts, for current Officers, including Executive Officers of the Company and Directors, Executive Officers and Secretaries of its controlled entities. The insurance premiums relate to: costs and expenses incurred by the relevant Officer in defending proceedings; and other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage. DEEDS OF INSURANCE AND INDEMNITY The Company has entered into deeds of access, insurance and indemnity with all the Directors of the Company. The principal provisions of the deeds relate to: the granting of certain indemnities in favour of the Directors in respect of liability which they incur as an Officer of the Company or related body corporate; the provision of access to board papers; and an undertaking to maintain, and to the extent permitted by law pay the premiums on, an insurance policy which insures Directors against liability incurred as an Officer of the Company or a related body corporate (except liability arising out of a wilful breach of duty or breach of certain provisions of the Corporations Act 2001) during their term of office and for seven years after they cease to be a Director. ENVIRONMENT The Consolidated Entity has developed a risk mapping process to consider all aspects of business risks. Environmental matters are a major part of that process. All significant environmental risks have been reviewed and the Consolidated Entity has no legal obligation to take corrective action in respect of any environmental matter. The Company holds all environmental licences necessary to operate. To the best of the knowledge and belief of Directors, the Company is not in breach of any environmental legislation in any State or Territory. ROUNDING OFF The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order amounts in this report and the accompanying financial report have been rounded off to the nearest one thousand dollars unless otherwise indicated. Signed in accordance with a resolution of the Directors R.F.E. Warburton 3 October 2001 DAVID JONES CONCISE ANNUAL REPORT 2001 38 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES FIVE YEAR FINANCIAL STATISTICS 2001 2000 $’000 $’000 1998 1997 $’000 1999* $’000 $’000 SALES AND PROFIT Sales – Continuing business – Total sales Gross profit – % of sales Retail contribution Property contribution (refer (ii)) Credit contribution (refer (iii)) Foodchain and David Jones Online Sale of property GST costs Store closure/restructuring Earnings before interest and tax (EBIT) (refer (i)) Operating profit after income tax 1,547,481 1,547,481 566,627 36.6% 45,099 4,809 10,601 (25,890) 8,886 – – 43,505 28,044 1,528,135 1,528,135 539,977 35.3% 58,101 17,447 10,217 – 3,200 (18,369) – 70,596 35,808 1,355,034 1,355,034 470,470 34.7% 43,283 16,827 6,970 – – – – 67,080 40,956 1,306,862 1,376,805 472,078 34.3% 33,926 21,311 6,875 – – – (4,403) 57,709 32,560 1,278,164 1,437,270 493,104 34.3% 31,675 21,359 3,193 – – – (36,989) 19,238 7,083 – 287,298 100,593 266,989 32,663 – 283,188 106,712 420,611 34,034 – 245,954 120,976 343,564 10,658 221,439 224,324 76,765 354,875 16,906 219,045 246,296 42,421 399,420 34,083 BALANCE SHEET Credit card receivables Inventory Other current assets Property, plant and equipment (Note (ii)) Other non-current assets TOTAL ASSETS 687,543 844,545 721,152 894,309 941,265 Creditors (refer (iv)) Provisions Borrowings 166,331 53,154 61,781 177,602 66,268 190,943 194,299 55,771 65,689 123,889 40,307 255,000 133,990 77,721 260,474 TOTAL LIABILITIES 281,266 434,813 315,759 419,196 472,185 NET ASSETS 406,277 409,732 405,393 475,113 469,080 2.8% 7.1¢ 8.0¢ 15.2% 6.9% 5.8% 9.1¢ 8.0¢ 46.6% 8.7% 5.0% 10.4¢ 8.0¢ 35.7% 8.6% 4.5% 8.3¢ 7.0¢ 55.5% 6.9% 3.9% 1.8¢ 7.0¢ 55.5% 1.5% RATIOS EBIT to sales (%) Basic earnings per share (cents) Dividend per share (cents) Debt to equity (%) (refer (v)) Return on average shareholder equity (%) NOTES: (i) EBIT restated to treat abnormals as ordinary activities (1997-2000). (ii) Sale and leaseback of Sydney and Melbourne CBD stores (2001). (iii) Credit card receivables were securitised in July 1999. To assist comparison, the contributions in 1999, 1998 and 1997 have been restated to reflect net of securitised interest expense. (iv) Includes $79.2 million accrual for reduction of capital (1999). (v) Includes (iv) above as debt for calculation of debt to equity ratio (1999). (vi) In 1999, the Company implemented a capital restructure to enhance shareholder value. This included the securitisation of the credit portfolio and a 20 cents per share return of capital. * 53 week year. DAVID JONES CONCISE ANNUAL REPORT 2001 39 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF FINANCIAL PERFORMANCE FOR THE 52 WEEKS ENDED 28 JULY 2001 AND 52 WEEKS ENDED 29 JULY 2000 CONSOLIDATED Sales of goods Cost of sales Gross profit Other revenues Employee expenses Occupancy Depreciation and amortisation Advertising and visual expenses Borrowing costs Book value of property, plant and equipment sold Other expense from ordinary activities Profit from ordinary activities before income tax expense Income tax expense relating to ordinary activities CONSOLIDATED 2001 2000 $’000 $’000 1,547,481 (980,854) 1,528,135 (988,158) 566,627 253,010 (276,740) (127,306) (58,315) (35,857) (11,707) (195,091) (82,823) 539,977 116,475 (259,431) (101,357) (37,930) (34,489) (12,258) (71,533) (80,868) 31,798 (3,754) 58,586 (22,778) 28,044 35,808 28,044 35,808 7.1 cents 7.1 cents 9.1 cents 9.1 cents NET PROFIT FROM ORDINARY ACTIVITIES AFTER RELATED INCOME TAX EXPENSE ATTRIBUTABLE TO MEMBERS OF THE PARENT ENTITY TOTAL CHANGES IN EQUITY OTHER THAN THOSE RESULTING FROM TRANSACTIONS WITH OWNERS AS OWNERS Basic earnings per share Diluted earnings per share The consolidated statement of financial performance is to be read in conjunction with the accompanying notes and discussion and analysis. DAVID JONES CONCISE ANNUAL REPORT 2001 40 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DISCUSSION AND ANALYSIS ON STATEMENT OF FINANCIAL PERFORMANCE FOR THE 52 WEEKS ENDED 28 JULY 2001 AND 52 WEEKS ENDED 29 JULY 2000 This discussion and analysis is provided to assist readers in understanding the concise financial report. It should be read in conjunction with the review of operations on pages 1 to 19. REVENUE The Consolidated Entity’s total revenue for 2001 increased by 9.5% to $1,800.5 million. Revenue comprises: Retail sales Other revenue 2001 2000 $M $M 1,547.5 253.0 1,528.2 116.4 1,800.5 1,644.6 Despite the changed conditions during financial year 2000/2001, our core business performance relative to the market remained solid and the Group continued to gain market share. The women’s apparel and cosmetics categories remained strong performers. The increase in other revenue is in the main the proceeds from the sale of Sydney and Melbourne CBD properties of $202 million. PROFIT The operating profit comprises: 2001 2000 $M $M Gross profit – core business Less selling, general and administration expenses 563.3 515.4 540.0 481.9 Retail contribution – core business Property contribution Credit Card contribution New businesses – Foodchain and David Jones Online Write off of David Jones Online website development costs Sale of property Lease settlement GST expenses 47.9 4.8 10.6 (14.4) (11.5) 8.9 (2.8) – 58.1 17.4 10.2 – – 3.2 – (18.3) Total earnings before interest and tax Less interest 43.5 11.7 70.6 12.0 Profit before income tax 31.8 58.6 DAVID JONES CONCISE ANNUAL REPORT 2001 41 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DISCUSSION AND ANALYSIS ON STATEMENT OF FINANCIAL PERFORMANCE (CONTINUED) FOR THE 52 WEEKS ENDED 28 JULY 2001 AND 52 WEEKS ENDED 29 JULY 2000 GROSS PROFIT Gross profit for the core retail business increased $23.3 million or 4.3% due to an increased number of stores on a slightly lower margin percentage. SELLING, GENERAL AND ADMINISTRATION EXPENSES Selling, general and administration expenses (SG&A) in the core business increased $33.5 million or 7% during the year to $515.4 million. SG&A as a percentage of core business retail sales increased to 33.6% in 2001 due to lower sales volume. CREDIT CARD EARNINGS Credit card earnings increased by $0.4 million to $10.6 million. Card usage increased from 39% to 40% of total sales. The increase in David Jones credit card sales as a percentage of total credit sales has been driven by several initiatives, including the Shareholder Rewards Program and strong new account promotion. DAVID JONES ONLINE This new business incurred an operating loss. In addition, the Group has written off website development costs of $11.5 million for the online business. These costs consist largely of those incurred in the development of proprietary software related to online retail trading. FOODCHAIN BY DAVID JONES David Jones has also incurred operating losses establishing a new retail food business. It opened three Foodchain stores since November last year at Brighton and Hawthorn in Melbourne and Parramatta in Sydney. The Parramatta store opened in early August. Customer reaction to each store has been enthusiastic and revenues continue to build strongly. The Group plans to open three more stores in 2001/2002 and to focus on consolidating our performance through improved efficiencies. INCOME TAX The Group income tax expense is lower due to lower profitability and non-assessable gain on the property sale. DAVID JONES CONCISE ANNUAL REPORT 2001 42 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF FINANCIAL POSITION AS AT 28 JULY 2001 AND 29 JULY 2000 CONSOLIDATED CONSOLIDATED 2001 2000 $’000 $’000 Cash assets Receivables Inventories Prepayments 11,550 79,139 287,298 9,904 13,065 85,132 283,188 8,515 TOTAL CURRENT ASSETS 387,891 389,900 Property, plant and equipment Intangibles Deferred tax assets Other assets 266,989 15,924 14,917 1,822 420,611 17,710 14,360 1,964 TOTAL NON-CURRENT ASSETS 299,652 454,645 TOTAL ASSETS 687,543 844,545 Payables Interest bearing liabilities Tax liabilities Other provisions 166,331 359 7,718 33,982 177,602 2,266 18,380 35,409 TOTAL CURRENT LIABILITIES 208,390 233,657 Interest bearing liabilities Deferred tax liabilities Other provisions 61,422 288 11,166 188,677 1,678 10,801 TOTAL NON-CURRENT LIABILITIES 72,876 201,156 TOTAL LIABILITIES 281,266 434,813 NET ASSETS 406,277 409,732 Equity Contributed equity Reserves Retained profits 315,013 – 91,264 315,013 19,902 74,817 TOTAL EQUITY 406,277 409,732 CURRENT ASSETS NON-CURRENT ASSETS CURRENT LIABILITIES NON-CURRENT LIABILITIES The consolidated statement of financial position is to be read in conjunction with the accompanying notes and discussion and analysis. DAVID JONES CONCISE ANNUAL REPORT 2001 43 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DISCUSSION AND ANALYSIS ON STATEMENT OF FINANCIAL POSITION AS AT 28 JULY 2001 AND 29 JULY 2000 The major movements are: Receivables are $6 million lower this year compared to last year which included a Wholesale Sales Tax refund. Inventories increased by $4.1 million and aged stock levels are around 5% of total merchandise. Property, plant and equipment decreased by $153.6 million. The reduction relates to the Sydney and Melbourne CBD stores which were sold for $202 million. Additions of $91.4 million were due to new stores in Adelaide and Hornsby, the new Foodchain stores and the refurbishment of Perth store. Intangibles reduced by $1.8 million due to the amortisation of goodwill for Aherns. Payables decreased by $11.3 million, due to lower trade creditors. Tax liabilities decreased by $10.7 million due to lower profitability and non-assessable gain on the property sale and leaseback. Borrowings decreased by $129.2 million due in the main to the proceeds from sale and leaseback of the Sydney and Melbourne CBD stores. Debt to equity ratio at year end was 15.2% compared to 46.6% last year, reflecting the reduced borrowings following the property sale and leaseback. DAVID JONES CONCISE ANNUAL REPORT 2001 44 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF CASH FLOWS FOR THE 52 WEEKS ENDED 28 JULY 2001 AND 52 WEEKS ENDED 29 JULY 2000 CONSOLIDATED CONSOLIDATED 2001 2000 $M $M CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts in the course of operations Cash payments in the course of operations Interest received: others Interest paid and other costs of finance: others Income taxes paid 1,590,732 (1,500,745) 260 (11,707) (26,363) 1,565,601 (1,442,817) 249 (12,258) (19,353) 52,177 91,422 Payments for purchases of property, plant and equipment Proceeds from disposal of a controlled entity Proceeds from sale of property, plant and equipment Repayment of Employee Share Plan loans on forfeited shares Repayment of Employee Share Plan loans from dividend payments Payments for purchase of controlled entities and businesses Deferred expenses (97,719) – 204,024 708 94 – (138) (141,408) 25,000 49,705 268 106 (35,983) (1,964) NET CASH USED IN INVESTING ACTIVITIES 106,969 (104,276) Proceeds from borrowings Repayment of borrowings Dividends paid Return of capital – (129,162) (31,499) – 124,835 – (31,440) (79,236) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (160,661) 14,159 CASH AT BEGINNING OF THE FINANCIAL YEAR (1,515) 13,065 1,305 11,760 CASH AT END OF THE FINANCIAL YEAR 11,550 13,065 NET CASH PROVIDED BY OPERATING ACTIVITIES CASH FLOWS FROM INVESTING ACTIVITIES CASH FLOWS FROM FINANCING ACTIVITIES NET INCREASE/(DECREASE) IN CASH HELD The consolidated statement of cash flows is to be read in conjunction with the accompanying notes and discussion and analysis. DAVID JONES CONCISE ANNUAL REPORT 2001 45 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DISCUSSION AND ANALYSIS ON STATEMENT OF CASH FLOWS FOR THE 52 WEEKS ENDED 28 JULY 2001 AND 52 WEEKS ENDED 29 JULY 2000 Cash flow from operations decreased from $91.4 million last year to $52.2 million this year, in the main due to decreased profitability. Cash flow from investing activities includes $202 million of proceeds from the sale and leaseback of Sydney and Melbourne CBD properties. The proceeds from the sale of properties were used to repay borrowings of $129.2 million compared to an increase in borrowings of $124.8 million in the previous year. Capital expenditure of $97.7 million comprised the following major categories compared with the previous year. Stores Information technology Property development Other 2001 2000 $M $M 53.1 14.2 9.7 20.7 88.0 13.6 34.7 5.1 97.7 141.4 DAVID JONES CONCISE ANNUAL REPORT 2001 46 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONCISE FINANCIAL STATEMENTS 1. BASIS OF PREPARATION OF CONCISE FINANCIAL REPORT The concise financial report has been derived from the full 2001 financial statements as presented in the David Jones Limited Annual Report, which comply with the Corporations Act 2001, Australian Accounting Standards and Urgent Issues Group consensus views. This concise financial report has been prepared in accordance with Accounting Standard AASB 1039, “Concise Financial Reports”, and the relevant provisions of the Corporations Act 2001. A full description of the accounting policies adopted by David Jones Limited is provided in the full 2001 financial report. The accounting policies are consistent with those of the previous financial year. Where necessary, comparative information has been reclassified to achieve consistency in disclosure with current financial year amounts and other disclosures. CHANGE IN ACCOUNTING POLICIES In accordance with the requirements of AASB 1041 “Revaluation of Non-current Assets” (revised 2001), land and buildings previously carried at valuation were reverted to a cost basis of measurement. For the purpose of transitioning to a cost basis, the existing revalued carrying amounts at 29 July 2000 were deemed to be cost. This change in policy had no impact on the financial position or financial performance of the Consolidated Entity as presented in this financial report. 2. 3. CONSOLIDATED CONSOLIDATED 2001 2000 $M $M Sales revenue Other revenue 1,547,481 253,010 1,528,135 116,475 TOTAL REVENUE 1,800,491 1,644,610 8,886 (14,386) (11,504) (2,800) – 3,200 – – – (18,369) (19,804) (15,169) 15,750 15,720 15,749 15,749 31,499 31,469 8,550 24,778 OPERATING REVENUE SIGNIFICANT ITEMS Profit on sale of land and buildings Operating loss new businesses (Foodchain and David Jones Online) Write-off of David Jones Online website development costs Settlement of contingent liability on lease GST implementation costs 4. DIVIDENDS (i) An interim ordinary dividend of 4 cents per share franked to 100% with Class C 34% franking credits was paid on 17 April 2001 (2000: 4 cents franked to 100%) (ii) A final ordinary dividend of 4 cents per share, franked to 100% with Class C 30% (2000: 34%) franking credits, has been declared by the Directors and is payable on 2 November 2001. (2000: 4 cents franked to 100%) DIVIDEND FRANKING ACCOUNT The amount of retained profits and reserves at year end that could be distributed as dividends and be fully franked at 30% (2000: 34%) out of existing franking credits or out of franking credits which would arise from the payment of income tax from current provision after deducting franking credits applicable to the declared dividends DAVID JONES CONCISE ANNUAL REPORT 2001 47 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONCISE FINANCIAL STATEMENTS CONTINUED 5. CONSOLIDATED CONSOLIDATED 2001 2000 $M $M 7.1 cents 7.1 cents 9.1 cents 9.1 cents 393,714,680 393,073,219 EARNINGS PER SHARE Basic earnings per share Diluted earnings per share Weighted average number of ordinary shares used in the calculation of basic and diluted earnings per share (number) OPTIONS Options to purchase ordinary shares not exercised at 28 July 2001 (29 July 2000) have not been included in the determination of diluted earnings per share. Based on conditions existing at report date, the options would not be potential ordinary shares. 6. SEGMENT REPORTING The consolidated entity operates within one industry segment – retailing. The consolidated entity operates within one geographical segment – Australia. 7. EVENTS SUBSEQUENT TO BALANCE DATE Other than items disclosed below, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Consolidated Entity, the results of those operations, or the state of affairs of the Consolidated Entity, in subsequent financial years. Subsequent to balance date, David Jones resolved to settle two matters associated with contingent liabilities for lease obligations which arose during the year following the appointment of an administrator to Harris Scarfe Limited. This was in respect to two store leases assigned by David Jones and its controlled entity, John Martin Retailers Limited, to Harris Scarfe Limited in 1997, relating to properties in Campbelltown, NSW and Elizabeth, SA respectively. There are no remaining contingent liabilities relating to Harris Scarfe Limited. In respect to Campbelltown, NSW, David Jones has resumed the lease under terms varied with the lessor and has re-established a David Jones store at Campbelltown. This obligation is now disclosed as a lease commitment. In respect to Elizabeth, SA, David Jones has paid the lessor the sum of $2.8 million which released David Jones Limited and its controlled entity, John Martin Retailers Limited, from any future liability in respect of the lease. This sum has been expensed in the Statement of Financial Performance. DAVID JONES CONCISE ANNUAL REPORT 2001 48 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES DECLARATION BY DIRECTORS In the opinion of the Directors of David Jones Limited the accompanying concise financial report of the Consolidated Entity, comprising David Jones Limited and its controlled entities, for the 52 weeks ended 28 July 2001 set out on pages 39 to 47: (a) has been derived from and is consistent with the full financial report for the financial year; and (b) complies with Accounting Standard AASB 1039 “Concise Financial Reports”; Urgent Issues Group Consensus Views; and the Corporations Act 2001. Signed in accordance with a resolution of the Directors: R.F.E. Warburton Director Perth 3 October 2001 DAVID JONES CONCISE ANNUAL REPORT 2001 49 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES INDEPENDENT AUDIT REPORT TO THE MEMBERS OF DAVID JONES LIMITED SCOPE We have audited the concise financial report of David Jones Limited for the 52 weeks ended 28 July 2001, as set out on pages 39 to 48 in order to express an opinion on it to the members of the Company. The Company’s Directors are responsible for the concise financial report. Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the concise financial report is free of material misstatement. We have also performed an independent audit of the full financial report of David Jones Limited for the 52 weeks ended 28 July 2001. Our audit report on the full financial report was signed on 3 October 2001 and was not subject to any qualification. Our procedures in respect of the audit of the concise financial report included testing that the information in the concise financial report is consistent with the full financial report and examination, on a test basis, of evidence supporting the amounts, discussion and analysis, and other disclosures which were not directly derived from the full financial report. These procedures have been undertaken to form an opinion whether, in all material respects, the concise financial report is presented fairly in accordance with Accounting Standard AASB 1039 “Concise Financial Reports”. The audit opinion expressed in this report has been formed on the above basis. AUDIT OPINION In our opinion, the concise financial report of David Jones Limited complies with Accounting Standard AASB 1039 “Concise Financial Reports”. Arthur Andersen Chartered Accountants Christopher D. George Partner Sydney 3 October 2001 Liability limited by the Accountants Scheme, approved under the Professional Standards Act 1994 (NSW). DAVID JONES CONCISE ANNUAL REPORT 2001 50 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES ADDITIONAL SHAREHOLDER INFORMATION AS AT 13 SEPTEMBER 2001 CURRENT INFORMATION REGARDING THE FOLLOWING IS AVAILABLE ON OUR WEBSITE – THE WEBSITE IS UPDATED REGULARLY 20 LARGEST SHAREHOLDERS SHAREHOLDER 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Westpac Custodian Nominees Limited National Nominees Limited Chase Manhattan Nominees Limited Queensland Investment Corporation Citicorp Nominees Pty. Limited AMP Life Limited MLC Limited HSBC Custody Nominees (Australia) Limited Argo Investments Limited ANZ Nominees Limited Gwynvill Securities Pty. Ltd. Commonwealth Custodial Services Limited (No. 11 Account) Commonwealth Custodial Services Limited (No. 2 Account) David Jones Employee Share Plan Pty. Limited Transport Accident Commission Commonwealth Custodial Services Limited (No. 100 Account) David Jones Share Plans Pty. Limited (Exempt Account) Commonwealth Custodial Services Limited Fortis Clearing Nominees Pty. Limited (SGAEL Custodian A/C.) Fortis Clearing Nominees Pty. Limited (Settlement A/C.) The 20 largest shareholders hold 21.50% of the ordinary shares of the Company. SHAREHOLDINGS SUBSTANTIAL SHAREHOLDER NOTICES RECEIVED UP TO 13 SEPTEMBER 2001 There are currently no substantial shareholders. DAVID JONES CONCISE ANNUAL REPORT 2001 NUMBER OF SHARES % 24,953,832 12,992,250 11,677,435 6,986,529 6,240,103 3,118,642 2,665,346 2,657,380 2,513,503 1,929,800 1,330,700 1,184,200 1,005,771 914,000 882,727 865,539 792,735 733,658 643,384 596,511 6.34 3.30 2.97 1.77 1.58 0.79 0.68 0.67 0.64 0.49 0.34 0.30 0.26 0.23 0.22 0.22 0.20 0.19 0.16 0.15 84,684,045 21.50 51 DAVID JONES LIMITED AND ITS CONTROLLED ENTITIES ADDITIONAL SHAREHOLDER INFORMATION CONTINUED CURRENT INFORMATION REGARDING THE FOLLOWING IS AVAILABLE ON OUR WEBSITE – THE WEBSITE IS UPDATED REGULARLY CLASS OF SHARES AND VOTING RIGHTS At 13 September 2001 there were 78,537 holders of the ordinary shares of the Company. The voting rights attaching to the ordinary shares set out in clause 5.8 of the Company’s Constitution are on a show of hands, every member present has one vote; and on a poll, every member present has one vote for each fully paid share held by the member and in respect of which the member is entitled to vote. DISTRIBUTION OF SHAREHOLDERS CATEGORY ORDINARY ORDINARY AS AT 13 SEPTEMBER AS AT 13 SEPTEMBER 2001 2000 9,665 9,685 1,001 – 5,000 58,419 46,841 5,001 – 10,000 6,732 5,059 10,001 – 100,000 3,584 2,469 100,001 and over 137 148 78,537 64,202 1 – 1000 The number of shareholders holding less than a marketable parcel at 13 September 2001 was 2,486 (at 1 September 2000 was 2,310). OPTIONS (AS AT 13 SEPTEMBER 2001) 3,000,000 3,250,000 5,590,000 6,115,000 executive executive executive executive options options options options expiring expiring expiring expiring 31 17 16 16 March 2002 exercisable at $1.45* – unlisted December 2003 exercisable at $1.57* – unlisted December 2004 exercisable at $1.4047 – unlisted January 2006 exercisable at $1.3280 – unlisted 1 holder 38 holders 49 holders 56 holders * Adjusted following capital return of 20 cents per share paid to shareholders on 10 August 1999. DIVIDENDS CENTS PER SHARE Interim Final Interim Final Interim Final Interim Final Interim Final fully franked fully franked unfranked fully franked unfranked fully franked fully franked fully franked fully franked fully franked 4 3 4 3 4 4 4 4 4 4 DATE PAID 9 July 23 October 16 April 21 October 12 April 22 October 13 April 20 October 17 April 2 November 1997 1997 1998 1998 1999 1999 2000 2000 2001 2001 SHAREHOLDER REWARDS SCHEME Shareholders who own a minimum of 2,000 shares are entitled to participate in the Shareholder Rewards Scheme, whereby discounts are provided on a range of merchandise. Discount is only available on purchases made with the David Jones Shareholder Credit Card. An annual membership fee of $50 is applied to new shareholders who purchase shares and enrol in the scheme after 1 October 2001. The fee is not applied to members enrolled in the scheme prior to this date. DAVID JONES CONCISE ANNUAL REPORT 2001 52 DAVID JONES LOCATIONS QUEENSLAND 6 STORES AND 1 DAVID JONES WAREHOUSE STORE NEW SOUTH WALES AND ACT 18 STORES AND 1 DAVID JONES WAREHOUSE STORE SYDNEY AND SUBURBAN VICTORIA 4 STORES MELBOURNE AND SUBURBAN SOUTH AUSTRALIA 3 STORES ADELAIDE AND SUBURBAN WESTERN AUSTRALIA 5 AHERNS STORES FOODCHAIN BY DAVID JONES 3 FOODCHAIN STORES TOTAL Queen Street, Brisbane Carindale, Brisbane Mt Gravatt, Brisbane Toombul, Brisbane Toowong, Brisbane Robina, Gold Coast Harbour Town, Gold Coast – David Jones Warehouse Hunter Street, Newcastle Kotara, Newcastle Tuggerah Crown Street, Wollongong Canberra Centre, ACT Woden Plaza, ACT Elizabeth Street, Sydney Market Street, Sydney Brookvale Bankstown Bondi Junction Macarthur Square (opened 13 September 2001) Castle Hill Chatswood Hornsby (opened 26 September 2001) Miranda Pagewood Parramatta Birkenhead Point – David Jones Warehouse Bourke Street, Melbourne Chadstone Glen Waverley Southland Rundle Mall, Adelaide Marion West Lakes Hay Street, Perth Booragoon Karrinyup Claremont Rockingham Dendy Centre, 26 Church St, Brighton, Victoria 3186 Glenferrie Markets, 674-680 Glenferrie Rd, Hawthorn, Victoria 3122 Lower Ground Floor, 330-342 Church St, Parramatta, NSW 2150 31 David Jones Stores 2 David Jones Warehouse Stores 5 Aherns Stores 3 Foodchain by David Jones Stores JOHN A SIMMONDS Company Secretary DAVID JONES LIMITED ACN 000 074 573 CONTENTS SHAREHOLDER CALENDAR 2002 OFFICES AND OFFICERS EARLY FEBRUARY PRINCIPAL REGISTERED OFFICE Announcement of sales for the 26 weeks ended 26 January 2002 86-108 Castlereagh Street, Sydney NSW 2000 Telephone (02) 9266 5544 Facsimile (02) 9261 5717 – Corporate (02) 9267 3895 – General Retail Telephone number for all stores 133 DJS (133 357) Website davidjones.com.au MID-MARCH 1 The Power of the Brand…2-3 Strategy Overview…4-15 2 Message from the Chairman…16-17 CEO’s Review…18-19 Board of Directors…20-21 Senior Management…22-23 Corporate Philosophy…24-25 3 Announcement of half-yearly profit results and details of interim dividend Financial Results…31-48 APRIL Scheduled payment of interim dividend Independent Audit Report…49 MAY Announcement of sales for the 39 weeks ended 27 April 2002 Shareholder Information…50-51 AUGUST Store Locations…52 Announcement of sales for the 52 weeks ended 27 July 2002 Calendar and Contacts…IBC MID-SEPTEMBER Announcement of preliminary profit results and details of final dividend Corporate Governance…26-28 OCTOBER Executive Summary of Financials…29-30 Scheduled payment of final dividend NOVEMBER Announcement of sales for the 13 weeks ended 26 October 2002 The 2001 concise annual report includes financial statements which have been derived from David Jones Limited 2001 financial report. These financial statements included in the concise annual report do not provide as full an understanding of David Jones Limited’s performance, financial position, financing and investing activities as provided by the 2001 financial report. Further financial information can be obtained from the 2001 financial report which is available, free of charge, on request from the Share Registry by calling 1800 652 207. Alternatively, both the concise annual report and the full financial report can be accessed from the “For Investors” section at the David Jones website davidjones.com.au PHOTO FRONT COVER, NEW ESCALATOR VOIDS, MARKET STREET, SYDNEY LATE NOVEMBER/EARLY DECEMBER 2002 Annual General Meeting Designed and produced by Enterprise Horniak & Canny Annual General Meeting The Annual General Meeting will be held on Monday 26 November 2001 at 10.00 a.m. at the Wesley Conference Centre, 220 Pitt Street, Sydney, New South Wales. The Notice of Meeting and Proxy Form are separate items accompanying this 2001 concise annual report. The concise annual report, the full financial report and the Notice of Meeting and general shareholder information can be accessed on our website under “For Investors”. Announcements made to ASX during the year are put on the website. COMPANY SECRETARY John A. Simmonds FCIS ASIA SHARE REGISTRY Computershare Investor Services Pty. Limited Level 3, 60 Carrington Street, Sydney NSW 2000 GPO Box 7045, Sydney NSW 1115 Telephone 1800 652 207 Toll Free Facsimile (02) 8234 5435 Website computershare.com Shareholders can access from the David Jones website under “For Investors” information and services relevant to their holding, including dividend payment history details. Anyone can visit the Share Registry website to access a range of information about David Jones Limited including the closing price of David Jones Limited shares, graphs showing market prices over a requested period and graphs showing volumes traded over a requested period. Shareholders can register their email address through the Share Registry website to receive shareholder communications electronically. STOCK EXCHANGE The Company is listed on the Australian Stock Exchange. The home exchange is Sydney. DAVID JONES LIMITED CONCISE ANNUAL REPORT 2001 ABN 75 000 074 573 davidjones.com.au DAVID JONES LIMITED CONCISE ANNUAL REPORT 2001 ABN 75 000 074 573