annual report 2012 - Macintosh Retail Group

Retail is our business 

annual report 

2012

Macintosh Retail Group 2012 

Van dit Jaarverslag is een Engelstalige versie beschikbaar. 

An English language version of this Annual Report is available. 

Should different interpretations arise between the Dutch 

and English version of this Annual Report, the Dutch version 

prevails. 

This annual report may include rounding differences with 

figures previously published, or between figures in the 

Report of the Managing Board and those in the financial 

statements. 

Macintosh Retail Group Annual Report 2012

Macintosh Retail Group 2012 

Table of contents 

Highlights 2012 2 

Key Figures 3 

Report of the Managing Board 2012 

To our shareholders4 

Retail environment 5 

Cross-channel strategy and implementation in 2012 7 

Other way of thinking and acting 9 

Cross-channel is profitable 14 

Accelerated transformation: MacFit 15 

Living has perspective 17 

Sustainability in 2012 as well 18 

2012 Financials and dividend 19 

Long-term outlook 20 

Financial review of 201223 

Fashion32 

Living48 

Services52 

Employees and organisation 54 

Step-by-step: more transparent, more sustainable 56 

Risks and risk management 77 

Governance and responsibility statements85 

Report of the Supervisory Board 2012 87 

Supervisory Board data 100 

Financial Statements 101 

Preliminary comment 101 

Consolidated balance sheet at December 31 102 

Notes to the consolidated financial statements 110 

Company financial statements 162 

Notes to the company financial statements 163 

Appropriation of results 174 

Independent auditor’s report 175 

The company 

Shareholder information 176 

Directors Data 182 

Managing Board member data 183 

Three-year summary of Macintosh Retail Group 184 

List of addresses 185 

Macintosh Retail Group Annual Report 2012 

1



Fashion 

• Preferred retailer of every consumer wishing to purchase shoes or home 

decoration. 

• Relevant at any moment of purchase and through all sales channels. 

• Cross-channel approach to clients by combining offline and online retail concepts. 

• Powerful retail and product brands. 

• Nationwide store coverage in Benelux and United Kingdom. 

• Supply chain management, resulting in economies-of-group and sustainable 

business operations being easier to realise. 

• Excellent back-office facilities, systems and cost leadership. 

Highlights 2012 

S t y l e & Q u a l i t y 

Macintosh Retail Group 

• Turnover up 2.1% due to consolidation effect of Jones Bootmaker. 

• Operating EBIT amounts to € 18.1 million (2011: € 31.9 million). 

• Accelerated transformation to new retail reality: MacFit. 

• Lower expected growth for the years ahead results in goodwill impairment. 

• One-off gross non-cash effects (MacFit and goodwill impairment in particular) 

of - € 135.4 million. 

• Net operating profit: € 10.0 million (2011: € 22.0 million); total net result 

- € 126.0 million. 

• Dividend of € 0.20 per share, or nearly 50% of net operating profit. 

• Strong balance sheet position, with solvency landing at 43% and lower net debt 

of € 32.3 million (2011: € 32.7 million). 

Living 

Fashion 

• Turnover up 5.1% to € 701.0 million due to consolidation effect of 

Jones Bootmaker. 

• Higher gross margin as a percentage of turnover. 


• Operating EBIT in second half higher than in the same period in 2011. 

• All countries made markedly positive contributions to operating EBIT. 

Living 

• Decline in turnover of 7.7% to € 192.2 million in, again, extremely poor home 

decoration market. 

• Higher gross margin as a percentage of turnover. 


• Sale of GP Décors (France). 

Online 

• Substantial investments in cross-channel future. 

• Online turnover up nearly 50% to € 39.3 million, of which € 36.1 million in Fashion. 

• Online sales are profitable. 

• Intreza transformed into Fashion NL conversion model (Intreza Shoe Points). 

2 



Key Figures 

Turnover (€ million) 

2012 % 2011 % 

Fashion 701.0 78% 666.9 76% 

Living 192.2 22% 208.3 24% 

Total 893.2 100% 875.2 100% 

Netherlands 477.6 53% 508.3 58% 

Belux 176.6 20% 172.2 19.5% 

UK 232.0 26% 189.9 22% 

Other 7.0 1% 4.8 0.5% 

Operating EBIT (in € million) Full year First half Second half 

2012 2011 2012 2011 2012 2011 

Fashion 1 18.8 29.3 - 6.8 5.0 25.6 24.3 

Living 6.0 9.6 2.9 4.4 3.1 5.2 

Other 2 - 6.7 - 7.0 - 3.8 - 3.9 - 2.9 - 3.1 

Operating EBIT 18.1 31.9 - 7.7 5.5 25.8 26.4 

1 Jones Bootmaker consolidated from April 17, 2011. Effect full consolidation 2012: - € 4.6 million. 

2 The item ‘Other’ includes all group expenses that cannot be directly allocated to sectors. 

Total (€ million) Per share (€) 

2012 2011 2012 2011 

Net operating result 10.0 22.0 0.43 0.94 

Total net result 1 T - 126.0 99.1 - 5.48 4.25 

Dividend 4,9 16.1 0.20 2 0.70 2 

Operating EBITDA 42.6 55.6 1.85 2.39 

Equity 210.7 351.8 8.66 14.45 

1 2012: including one-off net effects of - € 129.8 million; 2011: including positive effect of 80.0 million, mainly because of sale of BelCompany. 

2 2012: regular dividend of € 0.16 and extra dividend of € 0.04 (2011: € 0.33 /€ 0,37). 

Turnover Omzet per by sector 

Turnover Omzet by per country land 

Operationele Operating EBIT 

900 

810 

720 

630 

540 

450 

360 

270 

180 

90 

0 

2012 2011 

900 

810 

720 

630 

540 

450 

360 

270 

180 

90 

0 


40 

36 

32 

28 

24 

20 

16 

12 

8 

4 

0 

-4 

-8 


In € million 2012 % 2011 % 

Fashion 701.0 78% 666.9 76% 

Living 192.2 22% 208.3 24% 

Total 893.2 100% 875.2 100% 

In € million 2012 % 2011 % 

NL 477.6 53% 508.3 58% 

BeLux 176.6 20% 172.2 20% 

UK 232.0 26% 189.9 22% 

In € million 2012 2011 

Fashion 18.8 29.3 

Living 6.0 9.6 

Other - 6.7 - 7.0 

Operating EBIT 18.1 31.9 


3

Report of the Managing Board 

To our shareholders 

Transition 

programme 

MacFit 

started: 

Accelerated 

transformation 

from traditional 

retail business 

to cross-channel 

retailer 

We had our own hurricane in 2012. It stormed through the non-food markets, 

leaving in its wake a trail of poor market conditions, changed purchasing behaviour 

and retailers looking for ways to deal with the situation. But it was also a year in 

which we strengthened our position in business as well as organisational terms, 

emerging in good financial shape with a clearly positive operating EBIT. We greatly 

value this positive development, especially in view of the difficulties currently facing 

the retail sector. 

Since the beginning of 2011, Macintosh Retail Group has been engaged in the 

transformation of its organisation from a traditional retail business to a crosschannel 

retailer. This means we are seeking to offer our products to consumers 

via all available offline and online sales channels, at any time. The various sales 

channels should serve to strengthen one another. The cross-channel approach 

anticipates changes in the purchasing behaviour of consumers due to the growing 

role of online sales, which reduces the number of consumer visits to brick-andmortar 

stores. Initial results proved this approach to be profitable, prompting a 

decision to speed up the transformation of Macintosh Retail Group. To this end, we 

initiated the “MacFit” programme in late 2012, combining investment in crosschannel 

initiatives with a national and regional optimisation of the number of 

stores in order to reflect the new retail reality. 

Partly thanks to the strong balance sheet and sound financial position we have 

created in recent years, we are now able to move on several fronts simultaneously 

in the years ahead under the banner of “taking a step backward to jump forward”. 

At the same time and despite one-off effects on the result such as goowill impairment 

and MacFit, we have sufficient financial reserves to pay a dividend to our shareholders. 

With all these initiatives, both those already undertaken and those in the pipeline, 

Macintosh Retail Group is once again taking the lead in the non-food retail market. 

We therefore view the future of Macintosh Retail Group with confidence, even though 

this is not likely to be fully reflected in our figures for 2013 and 2014 due to external 

market conditions. 

Cross-channel 

4 



Retail environment 

Retail landscape in 2012 

We cannot of course deny that spending in non-food retail items has been decidedly 

flat lately in the countries where Macintosh Retail Group operates. The Fashion and 

Living markets, too - both quite relevant to Macintosh - had to contend with reluctance 

on the part of consumers to spend money. Moreover, turnover in non-food retail is 

not only stagnant, but divided over more and more players and sales channels. 

The cause is years of growth in the number of bricks-and-mortar stores, floor 

space and traders, combined with the rise of online retailers. 

Traffic in 

shopping streets 

is declining and 

the share of 

online related 

spending is 

growing 

At the same time, the way consumers make their purchases is changing. Stores 

now compete with laptops, smartphones and tablets as tools consumers use for 

comparing and buying. Consumers are much better informed and more focused 

in their shopping, so that shopping streets and shopping centers see fewer visitors 

while the online share of spending grows. Demographic factors such as an ageing 

population and declining numbers of young people, as well as the depopulation of 

certain areas are also major factors - especially locally - in the reduction of traffic 

to bricks-and-mortar stores. In addition, limited opening hours, vacant stores, 

measures to discourage traffic and high parking tariffs have dampened interest 

among consumers in going into town or to a shopping centre. 

Another typical phenomenon these days is aggressive competition in the form of 

low prices, high discounts and special offers. This is due both to consumers having 

become more price conscious because of the stagnant economy and to the price 

transparency provided by the Internet. 

Another major reason, however, is that the non-food retail sector remains very 

traditional. Product ranges are often procured a year in advance, and if sales are 

disappointing, dumping on the market is usually the only so-called “creative solution”. 

In many cases this is not because those ranges are obsolete or of less value, but 

rather because fellow retailers need to release funds to buy in new seasonal 

products. One retailer then copies another, because lagging behind with discounts 

means being passed over by consumers. The margins are under pressure as a 

result of this, but also because of high raw material prices, a cheap euro that 

makes it more costly to purchase outside the EU, and suppliers who are sparing 

with credit and price concessions. 


5


There is likewise little positive news to report as regards costs. Store owners 

continue to charge premium rents while store and transport expenses are rising. 

The Fashion and Living markets in 2012 were therefore facing pressure that was 

high all around. To make matters worse, the weather in both the spring and autumn 

was unfavourable. In addition, for the first time in ages, shrinking demand was 

accompanied by structural changes in purchasing processes and a shifting revenue 

model. 

Changes in retail are a constant factor, however, mostly leading to a new state of 

equilibrium in the longer term. They force retailers to make choices, however, and 

demand from them a willingness to change. 

Physical shops 

offer trust, 

additional 

service and 

security 

Choices are necessary 

Although customers have not changed in essence, their way of thinking and acting 

certainly has. In today’s retail landscape, this means many retailers are facing 

tough choices. 

Retailers with bricks-and-mortar stores can continue with business as usual into 

a future that, apart from exceptional cases, will probably be difficult. This has led 

many retailers to expand their online activities. A point they have ignored, however, 

is that having a webshop alone is not enough. To operate in the jungle of the big 

and established online players, substantial efforts are necessary as regards 

organisation, systems and logistics, as well as marketing. This requires spending 

that does not immediately yield anything, added factors being that the number of 

online traders, and with it the competition, has grown, and that extra costs are 

incurred due to aspects such as online marketing and free shipping and returning 

of goods. 

For pure online retailers, too, it is not evident that their existing revenue model is 

the only correct one in view of the high marketing and logistical costs of their 

operations. Moreover, although online shopping is highly convenient and possible 

around the clock, physical outlets offer confidence, additional service and security, 

plus the opportunity to see, smell and feel products. Some online players have 

realised this and opened their first bricks-and-mortar stores. 

Studies indicate that the pure online market share of non-food retail will increase 

over the next few years, probably to around 15% to 25% in the sectors relevant to 

our business. Cross-players from the traditional retail sector are expected to 

account for about half of all online turnover in future. This means that the large 

majority of future sales will have a hybrid character, with both an online and an 

offline aspect. 

These conclusions have led many retailers to serve customers via multiple channels. 

The range varies from a multi-channel approach based on coexisting channels, 

each offering a different experience, often uncoordinated and without switching 

possibilities, to an omni-channel approach that provides customers with a seamless 

viewing, transaction and user experience of a retail format, regardless of the 

channel where contact is taking place. Macintosh Retail Group opts expressly for a 

cross-channel strategy, in which the different channels reinforce one another. 

6 



Cross-channel strategy and 

implementation in 2012 

We made our strategic choices 

Macintosh Retail Group made its choices early in 2011, thus already early anticipating 

on market conditions and changes in consumer behaviour. The following are 

the key principles: 

• Relevancy to all consumers who want to buy our products at any time and via 

any sales channel, employing a cross-channel approach that extends beyond 

simply coordinating offline and online activities. 

• Customer service and a personal approach need once again to be main features 

of a familiar and trustworthy (on and offline) shopping environment. 

• Bricks-and-mortar stores with national coverage are essential for retail of the 

future, but the function of stores is changing and some stores will have to be 

closed. 

• Perfect design of back-office processes for stores (web-based and others) to 

give customers optimum service, utilising systems developed generically by 

Macintosh Retail Group. 

• A focus combined with some form of risk diversification is characteristic of 


Our strategic choices based on these principles are broadly the following: 

• The choice of Fashion and Living because these two sectors are viewed as having 

the best potential for influencing relatively fragmented markets and capturing 

leading positions. 

• Concentration on countries where we either are or can become the leader: 

currently Benelux and the United Kingdom. 

• Multiple retail brands in each country, each with clear positioning and a unique 

image for customers, the aim being to satisfy the largest possible share of consumer 

demand. 

• Investment in cross-channel operations so that we are constantly visible to 

customers, by developing our online activities further and integrating them with 

our bricks-and-mortar stores, as well as by selling our products at as many 

locations as possible, without necessarily having to open our own stores. 

• Amassing customer knowledge in a more structured way than before by investing 

in databases, systems and customer relationship management, combined with 

a realignment of marketing tools. 

• Increasing the appeal of and visits to our bricks-and mortar stores, by means of 

supplementary product ranges, collaborative ventures and additional services, 

which will increase profitability per m 2 of floor space. 

• Country organisations with, for each store format, considerable emphasis on 

ownership and responsibility for customer orientation, product range and sales, 

supported by strong national back offices. 

• Coordination of cross-channel activities and innovations at group level, with local 

implementation by country and format. 

Sell our 

products in as 

many places 

as possible 


7


• Pan-country responsibility at group level for product brands, supplier management 

and procurement, supported by brand managers for each product brand, who 

perform their work for all relevant formats. 

• Strong emphasis on business intelligence in preparing decisions, so that matters 

are handled proactively, instead of an explanation being given after the event. 

Our strategy is 

unchanged 

The implementation of the focus strategy took the form of the sale of the BelCompany 

telecom stores in 2011 and the home decorating stores of GP Décors in France in 

July 2012. We still intend to sell the Halfords automotive chain. Once that transaction 

has been completed, we will have a consistent portfolio with a stable base and 

strong retail brands, which we would seek to further expand over the next few 

years in a profitable manner. 

In our Annual Report 2011 we described the strategy at length, including the 

adjustments we expect to have to make to our operations and philosophy in order 

for our cross-channel approach to be successful. We worked hard on this, in 2011 

and even more so in 2012. The fact that a number of leading food retailers have 

also advocated this strategy strongly reinforces our opinion that we are on the 

right track. Our strategy has therefore not changed, and we have no need to reinvent 

the wheel. On the contrary, the main thrust in 2013 will be to implement our decision 

further, and to carry out a wide variety of operating activities faster and more 

effectively. This accelerated transformation is described in the “MacFit” programme. 

Keywords: 

customer orientation, 

ownership and 

group synergy 

8 



Other way of thinking and acting 

Cross-channel is more than having multiple sales channels 

Macintosh Retail Group’s decision to opt for a cross-channel approach anticipates 

changes in market conditions and consumer behaviour. Cross-channel is more, 

however, than the simultaneous operation of multiple sales channels. It requires a 

different mindset from everyone in the organisation, and an effort to ensure that 

systems are mutually compatible. This is essential if we are to create a process in 

which, for example, a shoe ordered online at Scapino is collected and paid for at a 

Dolcis store. The term cross-channel also implies that we aim to market our 

products via every existing sales channel. It does not matter whether we market 

those products through our own sales channels or indirectly through a third party 

or a wholesaler. 

In order to achieve this goal, various measures were taken over the course of 2012: 

• Restructuring of Fashion into separate country organisations, in which everything 

revolves around the core concepts of “customer orientation”, “ownership” and 

“group synergy”. 

• Integration of back-office activities in the Netherlands, Belgium and the UK. 

• Focus on individual formats within countries, which jointly purchase both from 

external suppliers and from internationally organised internal product brands, 

enabling us to combine the benefits of a uniform purchasing policy with our 

strong retail brands. 

• The function of Intreza within Macintosh Retail Group was converted from that 

of a purely online player pursuing only its own turnover to an additional crosschannel 

conversion model for all Fashion formats as well as a platform for external 

brands. 

• Partnerships with other retailers, both online and in bricks-and-mortar stores, 

to further enhance the availability of our products. 

Stronger organisation 

Customers rightly expect to receive the best possible service from all our sales 

channels, which means that processes, systems and organisations, both at the 

front and at the back of web stores and traditional stores have to be perfect. At the 

same time, the earning capacity of the old-style stores has to be safeguarded as 

much as possible, while the new-style environment has to be developed further 

and integrated with the old-style one. This has consequences for all levels of the 

organisation and requires transformation of mindsets that have existed for years. 

If this does not happen, then an old-style organisation with new technology eventually 

becomes nothing more than a costly old-style organisation. 

Processes, 

systems and 

organisations 

have to be 

perfect 

follow us on: 

For the country organisation structure implemented in Fashion in 2012, everything 

revolves around the core concepts of “customer orientation”, “ownership” and 

“group synergy”. Each country has a Managing Director with final responsibility 

for the financial results of all the formats operating in the country concerned, who 

at the same time is the manager with responsibility for the sales and marketing 

relating to one of the formats. Each of these format managers has responsibility 

for results and is involved every day in all customer-related matters such as store 

image, product range, pricing, advertising, new social and other media and the 

relationship between these aspects that is relevant to customers. Alongside the 


9


Managing Director is the Management Services Director, who is responsible at 

country level for all financial and back-office activities in support of sales (a service 

centre unit). Both the Managing Director and the Management Services Director 

are accountable to the Managing Board for their country’s entire operation, with 

the other format managers being accountable for their own specific formats. This 

ensures the optimum local market approach within a solid organisational framework. 

Group Supply 

Management 

provides uniform 

purchasing policy 

In order to ensure the best possible local customer approach while still securing 

maximum economies of scale in procurement, the efforts to build up a range 

and the actual procurement have been separated. Responsibility for procurement 

in Fashion was delegated to the central Macintosh Product House in 2012. Brand 

managers, each responsible for specific Macintosh product groups, product 

brands and licences, enter into centralised agreements with suppliers. While 

those responsible for individual formats will continue to make their own individual 

decisions on products and product ranges, the aspect of procurement will be 

facilitated for the Macintosh product brands and licences by the brand managers 

and the external A brands. This will allow for the maximum leverage of economies 

of scale across the Group, while maintaining the format DNA. Brand managers 

only procure products (footwear, clothing, bags, accessories etc.) from suppliers 

selected in terms of their contribution to the margin, reliability and compliance 

with the Macintosh Code of Conduct and subject to permanent scrutiny by the 

central Product House. This helps ensure a standardised and transparent 

procurement policy, and allows for suppliers to be compared and assessed on the 

basis of their performance. 

At Group level, four operating areas which are deemed essential to the future of 

Macintosh Retail Group and embrace all formats as well as countries have been 

defined and created. Each of these operating areas is under the control of a Group 

Director. 

• Product House: supply chain management, supplier management, brands and 

trends, social responsibility and procurement. 

• Cross-channel: innovations in online and offline retail, customer relation 

management (CRM) systems and their impact on consumers, together with the 

corresponding strategies, and activities relating to the cross-channel approach 

and support by local teams. 

• ICT: technology supporting supply chain, cross-channel, customer relationship 

and back-office systems. 

• Finance: planning & control cycle, group accounting principles, investment reviews, 

data analyses, benchmarking and scorecards, together with consolidation. 

Sales channels and brands of all countries are supported centrally and consistently 

by the Group management teams and monitored by the Managing Board. 

We intend to stay in the vanguard of the cross-channel retail business and demonstrated 

this in 2012 by the launch of operational cross-channel country teams and 

Group cross-channel management charged with developing aspects such as mobile 

commerce, location-based marketing, e-fulfilment, web design, social media, 

apps and search engines and with the development of an E-approach for bricksand-mortar 

stores. 

10 



Structuring our organisation along these lines and setting specific targets for 

each operating area allows the Managing Board to determine the contribution to 

results made by an area or service and assess the responsible parties. This ensures 

that we can focus entirely on customers and sales, by taking advantage of the 

latest trends, while keeping innovation and group synergy in mind. 

Integration of back-office activities 

The implementation of the country structure in Fashion has led to integration of 

the Dutch Fashion activities of Hoogenbosch and Scapino into Macintosh Fashion 

NL. The business activities of all retail formats were transferred to Den Bosch 

and the back-office activities to Assen. 

From the time of its acquisition early in 2011, the emphasis at Jones Bootmaker 

was seen to be on buying and selling, with financial processes and risk management 

taking second place. The logistics of Jones Bootmaker were organised along 

traditional lines and not suitable for facilitating the envisaged growth in the number 

of bricks-and-mortar stores and online activities. The decision was therefore 

made at the beginning of 2012 to combine all logistic activities, ICT systems and 

financial processes of Jones Bootmaker and Brantano UK to form Macintosh 

Fashion UK, in line with Macintosh Fashion NL. The head office and distribution 

centre of Brantano UK were expanded and their systems and processes adapted 

to the new situation. The new centre became operational according to plan at the 

beginning of January 2013, with the commercial activities of Jones Bootmaker 

transferred from Eastbourne to London’s fashion heart early in the year. 

Scapino’s activities in Belgium are to be fully integrated into the Belgian organisation 

of Brantano BeLux around mid-2013, so that a single shoe platform will be created 

in that country as well under the banner of Macintosh Fashion BeLux. 

F ashion BeLux 

Fashion U K 

Brantano | Jones Bootmaker 

As a result of these integrations, an amount of € 2.8 million was charged against 

the EBIT for 2012. In 2012, the integration effort led to the relocation of activities 

and people - along with the associated costs and investments - as well as a 

temporary reduction in management focus on the stores. As a result, however, 

the back-office aspects of Macintosh Fashion operations in all active countries are 

now future-proof as well. 

Brands provide confidence 

We are expressly opting for multiple retail formats per country, in order to reach 

the largest possible consumer group at a variety of browsing and buying times. 

Thanks to clear positioning, a customer, at times belonging to one group of consumers 

and at other times to another, knows which retail format is appropriate for which 

buying time. A consumer who buys himself/herself a pair of fashionable shoes 

online from Manfield’s walks just as easily into a Scapino or Dolcis store to get 

some inexpensive children’s footwear. 

The right 

balance between 

own and 

third-party 

brands 

In addition to retail formats, the product brands at the forefront of these formats 

also instil confidence. Reputable third-party brands are crucial, since these are 

the brands that attract a significant percentage of the shopping public to (online) 

stores. Our own product brands are important, too, because they impart an image 

to a retail format and because they make it easier to differentiate by price and 


11


margin. Striking the right balance between, and carefully pre-selecting, our own 

brands and third-party brands, combined with the right price and quality levels, 

makes a store recognisable for consumers. 

Find an Intreza Shoepoint in your neighbourhood 

We therefore put considerable effort during 2012 into evaluating the brands and 

licences that we carry under the Fashion banner. This led to the selection of a 

limited number of internal product brands that we include in all relevant Fashion 

formats in all countries. Central to each brand is that it is linked to a predefined 

consumer need, positioning, style and product group, and that the brand can be 

sold in any retail format and by any third party that matches the definition. In this 

arrangement, each retail formula will select its own products from the product 

brand range to match its specific format features. One example of such an 

approach is the successful sale of the Jones Bootmaker product brand not only at 

Jones Bootmaker but also at the Gordon Scott and Manfield stores, as well as at 

external retailers such as House of Fraser and Wehkamp. Other successful 

examples include the sales of Steve Madden/Madden Girl products at Brantano, 

Invito, Dolcis and Intreza stores, and the No Stress comfort brand at Brantano, 

Dolcis, Jones Bootmaker, Gordon Scott and Manfield stores. This reinforces the 

brand experience of consumers and the recognition of our own Macintosh product 

brands, thus building permanent distinctive power in an environment that presents 

a huge range of choices from comparable product offerings. 

By expanding the awareness of our brands, moreover, they become so strong that 

more and more third parties, both physical and online retailers, are interested in 

including them in their product ranges. 

Intreza as an online conversion model 

In early 2011, we launched a new generation of webshops and with Intreza we 

introduced the umbrella online shoe platform of Macintosh Retail Group. We 

expanded this in 2012, realising at the same time that this involves a continuous 

learning process. For example, although Intreza was successful in the Netherlands 

as a pure online footwear player for sales to consumers and attracted a decent 

flow of visitors, at the same time losses were mounting. If turnover maximisation 

had been pursued, the aggregate loss would have been even greater. 

In August 2012, Intreza thus abandoned the online-only approach and launched 

Intreza Shoepoints in all of our Netherlands’ nearly 500 shoe stores. Shoes ordered 

online from Intreza can be collected and tried on at Dolcis, Manfield, Scapino, Invito, 

PRO 0031 and Steve Madden stores. If necessary, it is also possible for shoes 

delivered to customers’ homes to be returned to these locations. Customers of 

the webshops of Macintosh Retail Group’s other shoe formats can opt for delivery 

to any Intreza Shoepoint. 

In this way, the function of Intreza within Macintosh Retail Group was converted 

from that of an online player pursuing only its own turnover, to an additional 

conversion model for all Fashion formats. This supports the following goals: 

• Intreza utilises existing facilities and infra structures, and delivers from the 

inventories of the store formats and third parties (mostly A brands), which saves 

costs and reduces the demand for working capital. 

12 



• Intreza’s online platform is available to the stores, so that customers have 

access to a much wider range than can be on display there. Moreover, a customer 

can call on the store personnel for advice, so that sales are made that might 

otherwise have been lost. 

• As the Shoepoints bring more visitors to the stores and create more opportunities 

for contact with customers, the stores can increase their own turnover. 

• Customer information from Intreza can be used to the advantage of all store 

formats. 

The functionality offered by Intreza is set to be introduced in Belgium over the 

course of 2013 and subsequently in the UK. 

Cooperation with third parties 

From our experience of cross-channel selling, it is more than just collaboration 

between our offline and online stores. We now also sell shoes through third-party 

web stores, concessions and wholesalers. Some examples are sales of shoes by 

Scapino, Dolcis and Manfield via Wehkamp’s website, and by Brantano UK on 

Amazon. Sales of shoes from the Jones Bootmaker collection in the Manfield 

stores and the collaboration between Jones Bootmaker and the UK’s up-market 

department store House of Fraser also fall under the heading of “cross-channel”, 

as do the indirect sales to consumers via the wholesaling activities of Steve Madden. 

Third parties appear interested in collaboration because of our well-known and broad 

product range and the solid reputation of our brands. This enables us to generate 

turnover without opening our own stores. In the end, it makes no difference how 

our products are sold, as long as they are sold via all the sales channels where 

consumers look for items. This is the philosophy underlying our cross-channel 

concept. 

We also choose the approach of increasing the appeal of stores and thus the number 

of visitors they attract. The launching of the Intreza Shoepoints is a case in point. 

Other examples include the collaboration between Scapino and Aktiesport, that 

between Brantano UK and Greggs, Lotus and Clarks, and the launching of Kiala 

collection points in the Brantano BeLux stores. 

Different forms of 

cooperation, such 

as Scapino and 

Aktiesport 

Use all sales 

channels in which 

people search for 

products 


13


Cross-channel is profitable 

50% increase in 

online turnover 

(+ €13.1 million) 

An increase in turnover with nearly 50% 

Macintosh Retail Group offers its customers a wide range of options in terms of 

browsing, purchasing, delivery and return of products. As a result, turnover can 

be allocated to a sales channel in various ways. It should be pointed out that this 

is not very relevant to the cross-channel approach, as it does not matter where 

the consumer buys from - the only important thing is that products are purchased 

from one of our retail formats rather than from a competitor. 

In 2012, online turnover rose by nearly 50% to a total of € 39.3 million, (2011: € 26.2 

million) or 4.4% of the Macintosh Retail Group’s overall turnover. Turnover from 

shoe sales represented a share of 5.2%, with Fashion NL achieving an aboveaverage 

share of 8%. This figure could have been far higher. However, we made a 

conscious decision to opt for profitable turnover rather than turnover maximisation. 

After all, there is little point in giving away products at a low price and incurring 

costs in order to do so. 

Cross-channel approach has positive impact on EBIT 

Our cross-channel strategy has proved to be profitable. This is due to the fact that 

we are in a position to serve each individual consumer in the manner he or she 

prefers when purchasing products. We are available both online and offline, no 

matter when the consumer feels the desire to make a purchase. Consumers will 

be familiar with our retail formats from previous visits to shopping streets and 

shopping centres. As a result, we can be certain at a relatively low marketing cost 

that our (online) stores will be first on their minds when they wish to purchase a 

product. Our infrastructure also plays an important role in this regard. By offering 

consumers the option of collecting or returning their online purchases via our 

stores, we can supply these products through our existing distribution system 

without incurring high additional costs. 

Depending on the product category, online turnover is expected to grow to approximately 

15% to 25% of total non-food turnover. Cross-players from the traditional 

retail sector such as Macintosh Retail Group are expected to account for about 

half of all online turnover in future. We believe we will be able to achieve this 

additional turnover at current or lower cost levels, thus creating financial leverage. 

This is precisely what we are aiming for. 

14 



Accelerated tranformation: MacFit 

Acceleration of the cross-channel agenda 

In order to fast-track the adaptation of Macintosh Retail Group to the new retail 

reality, the Macintosh Managing Board adopted the “MacFit” programme at the 

end of 2012. While enabling us to restructure our retail network, the programme 

also provided for investment in future growth in order to further consolidate the 

market position of our formats. Thanks to our resolve to launch the cross-channel 

approach back in 2011, the time has now come for us to reap the benefits. Over the 

next few years, MacFit will be implemented as a supplement to our existing 

cross-channel agenda and will focus on the following: 

• Restructuring and downsizing the store network by closing stores that are not 

expected to have sufficient resilience in the new retail reality; 

• Opening new stores, particularly in the UK); 

• Updating store formulas and sales outlets; and 

• Investing in cross-channel, Customer Relationship Management, ICT and 

organisation. 

It is our belief that implementation of the cross-channel approach and the MacFit 

programme will, in 2013, result in investments equalling the levels of recent years 

(€ 20-30 million). 

It is our belief that the loss of approximately € 65 million in turnover in the years 

ahead due to reorganisation of our store network should be largely absorbed by 

increasing turnover from cross-channel sales and through other initiatives from 

the MacFit programme. 

A network of 

physical shops 

that covers the 

country is an 

absolute necessity 

Stores remain key 

A network of bricks-and-mortar stores with nationwide coverage will be crucial in 

ensuring the lasting success of our cross-channel approach. In addition to the 

sense of confidence offered by a bricks-and-mortar store and the existing cost 

structures, customers can choose from a preselected range of products personalised 

to their preferences by our retail formats. This is an important advantage in 

view of the current overabundance of products in bricks-and-mortar outlets. 

Turnover from the traditional bricks-and-mortar stores has been under pressure 

in recent years, whereas the supply of retail floor space is growing and rental 

prices for premium locations are going up rather than down. This leads to falling 

profitability per m 2 and raises the question of whether particular stores have 

reached the point where it no longer makes sense to keep them open. Although we 

have never ceased to ask ourselves this, more factors play a role today than just a 

store’s contribution to profit. 


15


In 2012, we assessed the future potential of each of our stores within a changing 

retail environment, with a focus on profitability and the long-term contribution of 

each store to our strategy. Based on these assessments, we have decided to close 

over 110 stores – especially in the Netherlands – reducing our overall portfolio of 

1,002 stores by approximately 10%. Mainly Fashion stores are affected (around 

100), but Living stores will also be closed (around 10). 

This realignment will have the following effects: 

• A one-off effect on the 2012 EBIT: - € 39.0 million. This comprises an asset 

write-down (€ 9.8 million) and a provision for future commitments (€ 29.2 million). 

• No cash effect in 2012. 

• Recurring annual positive effect on EBIT of approximately € 5 million as of 2013. 

• Future cash out: limited due to intelligent timing of closures and working capital 

effect. 

• According to current expectations, consequences for staff members will be 

minimal. 

• Lower purchasing volumes will not affect purchasing conditions. 

Successful 

transformation 

of PRO 0031 

Stores that received a positive assessment will not be exempted from the responsibility 

of taking action. On the contrary, these stores, too, need to increase their 

buffer capital in various ways. Macintosh Retail Group is in the fortunate position 

of renting its stores, with 20% of the leases on average coming up for renewal 

each year. Although lease renegotiations tend to be difficult in practice, we have 

given clear instructions to our managers to drive a hard bargain, even if in the end 

this means leaving a location where we would rather stay as a retailer. 

Store openings and other MacFit initiatives 

In addition to closing stores, Macintosh Retail Group will also be opening stores in 

the next few years. Especially in the UK, we will need a larger number of stores to 

ensure sufficient coverage to achieve the necessary synergy between online orders 

and traditional stores. At the same time, we will continue to invest in the updating 

of existing stores and formulas. Examples include the successful transformation 

of PRO 0031 with unique local street-style stores, the introduction of the smallerscale 

Brantano UK formula and the roll-out of the new-style Dolcis stores positioned 

as the leading family store with renowned brands at premium locations. 

We will also continue to invest in our retail organisation, in order to ensure that 

cross-channel is experienced in the location our customers visit most frequently: 

the store. This means we will also continue to invest in systems and databases 

that help us support cross-channel more effectively, also via Customer Relationship 

Management. After all, customers increasingly value a personal approach by staff 

members or systems familiar with their particulars. 

16 



Living has perspective 

We cannot ignore the fact that Fashion currently accounts for over 75% of our 

turnover, Living having become less visible as a result. Despite this, Kwantum 

performed well in 2012 in a market that was once again very difficult, and we continue 

to see a healthy future for Living as part of our enterprise. In common with footwear, 

home decoration products are not primary necessities of life, but consumers will 

continue to buy them. This is because, on the one hand, shoes and furniture are 

essential parts of people’s lives, and on the other, both have a fashionable side to 

them, allowing people to express their individual tastes. 

Kwantum has 

performed well 

in difficult times 

Unlike in the Fashion sector, it is a lot more difficult to establish a market position 

in the Living sector. This is related to the low purchasing frequency for Living 

products, with the result that a specific home decoration store is not very often at 

the forefront of a consumer’s mind. In addition, a substantial size is necessary for 

a strong negotiating position, in view of the limited number of large suppliers of 

products such as curtains, wallpaper and floor coverings, lighting and paint, and 

the necessary investments in the complicated supply chains. For these two reasons, 

new entrants find it difficult to establish a position in the Netherlands like 

Kwantum’s. This insight was also one of the motivations for disposing of GP Décors 

France in 2012. 

A multi-channel approach is still the norm in the Living sector, with offline and 

online sales channels operating in parallel, instead of the integrated approach 

favoured by more and more Fashion retailers. The lessons learned from Fashion 

will be applied to Living. 


17


Sustainability in 2012 as well 

Although price (and value for money) is the main purchasing criterion for consumers 

in difficult economic times, responsibly manufactured products, transparency, 

and a sustainable supply chain continue to play a role in buying decisions. The 

sustainability of our business and its products is a factor of growing importance 

not only for consumers but also for our other stakeholders, such as shareholders, 

potential investors, central and local governments, suppliers, lessors and third 

parties selling our products. We are convinced that the success of Macintosh Retail 

Group in the future depends on the trust that consumers and other stakeholders 

place in us. Trust is gained not only through strong retail formats and product 

brands, but also through consistent corporate responsibility, and professional 

Balance in 

responsibility 

and ethical business practices. We therefore structure our activities in a way that 

strikes a profitable balance between our responsibility to society, and the individual 

interests of our shareholders, employees, customers and business partners. This 

has been the case for years, and 2012 was no exception, despite being a difficult 

year. 

We describe our sustainability strategy and related achievements in 2012 in a separate 

section of this annual report. We set out our supply chain from A to Z, and identify 

the impact of our activities on the environment as well as on the people who work 

in the chain. We conduct feasibility studies and perform risk analyses with the 

assistance of external organisations. In a study carried out by HIVOS (a Dutch 

development organisation guided by humanist values) as part of the campaign to 

stop child labour, as well as in research by Rank a Brand into the sustainability of 

footwear brands, Macintosh Retail Group was hailed as a leader for supply chain 

transparency. 

One of the most tangible initiatives for many of our customers was the affordable 

and comfortable shoe developed jointly with Diabetes Fund Netherlands for diabetic 

patients. This clearly shows that sustainability can be combined with efforts to 

penetrate a new market with great potential. Apart from the work at the corporate 

Macintosh level, there are also many local initiatives as described in the chapter 

on sustainability. 

18 



2012 Financials and dividend 

Markedly positive operating EBIT for 2012 

Despite being lower in comparison with 2011, the operating EBIT of € 18.1 million 

was markedly positive. This achievement should not be taken for granted given the 

current market conditions. Most of the € 13.8 million reduction is attributable to 

the lower turnover of Fashion NL and Living. The negative effect of the Jones 

Bootmaker consolidation over 2012 as a whole was also considerable, at - € 4.6 

million. On the upside, the operating EBIT for Fashion in the second half of the 

year was higher than in the same period in 2011. 

A markedly positive operating result was achieved in all countries where Macintosh 

Retail Group is active in the Fashion segment. Kwantum achieved an EBIT of € 6.0 

million despite extremely difficult market conditions. 

The total EBIT for 2012 was greatly influenced by various one-off effects: 

• Write-down/provision in connection with restructuring our retail network: - € 39.0 

million. 

• Impairment of Scapino and Brantano goodwill in connection with the sharp 

downgrading of growth projections for the coming years in 2012: - € 96.3 million. 

• Fashion integration costs: - € 2.8 million. 

As a result, total EBIT was firmly in the red, at - € 117.3 million. 

However, it is important to point out that the € 39.0 million and € 96.3 million 

write-downs were one-offs and did not have a cash effect in 2012. 

We should also emphasise that the impairment of the Scapino and Brantano 

goodwill does not mean any loss of confidence in either company. On the contrary, 

we expect that in future both will continue to make substantial contributions to our 

EBIT, as they did in the past. 

Net operating profit and dividend 

Net operating profit on continuing operations was € 10.0 million compared with 

€ 22.0 million for 2011. The total net result was negative due to one-off effects, 

and amounted to - € 126.0 million (2011: net profit of € 99.1 million, including a net 

profit of € 80.0 million from discontinued operations, mainly in connection with 

the sale of BelCompany). 

Even after the write-down of the one-off effects, Macintosh Retail Group will retain 

a strong balance sheet with solvency remaining well above 43%. 

Furthermore, our relatively low debt of € 32.3 million in combination with our 

earning capacity and projected positive cash flow will allow us to continue investing 

in Macintosh Retail Group’s cross-channel future. 

We believe in this future and feel our shareholders should be rewarded for their 

investment in our company over 2012. In our view, it is thus justified to make a 

distribution to shareholders out of our reserves. A dividend will be paid to shareholders 

of € 0.20 per share, representing nearly 50% of net profit on continuing 

operations of € 10.0 million. 


19


Long-term outlook 

Fashion 

Market conditions are unlikely to recover in 2013. In 2013 we will especially 

concentrate on implementing our choices further. To that end, we will set our direction 

even more according to short-term developments than before, without losing 

sight of the long term. 

Following the closure of stores under the MacFit programme, in 2013 Fashion 

formats will mainly focus on: 

• Making cross-channel activities more tangible for consumers. 

• Customer Relationship Management. 

• Managing/improving gross margin through more intensive use of powerful own 

brands, better procurement conditions and a smart pricing policy. 

• Cost savings through rental price negotiations, managing head-office expenses, 

and economies in the area of marketing. 

• Creating awareness among store personnel for the cross-channel approach 

and providing related training courses, in combination with a modification of the 

compensation and benefit system. 

• Encouraging local initiatives and entrepreneurship. 

We do not expect to see a slow transition to a “new balance” in the Fashion sector 

until 2014. Although most of the growth in Fashion will have to come from crosschannel 

activities, the opening of new stores will also be necessary, especially in 

the UK. Apart from organic growth, we also want to play a leading role in the 

round of consolidation currently underway in the Fashion market. As it first has to 

be clear what direction the market is taking, as well as which players are thriving 

and which fall by the wayside, we are exercising the greatest possible caution in 

this regard. 

Living 

For Living in 2013, the top priority will be to improve profitability by increasing the 

number of visitors to stores, and to improve product ranges and reduce costs, 

together with profitable cross-channel growth and utilisation of the experience 

gained in Fashion. Some Living stores will be closed in 2013. 

Kwantum’s strong market position and the possibility of becoming a pioneer for 

cross-channel operations in the Living sector offer plenty of prospects, especially 

once the home relocation market has picked up and the number of traders in 

home decoration has declined. However, for Living, as for Fashion, we do not expect 

to see this happening any time soon. We will conduct an assessment in 2015 to 

determine whether further investment in Living is justifiable or whether a shift 

towards Fashion would be more profitable for shareholders. 

2013 

We have determined our strategy and made clear choices, and are accelerating 

our cross-channel future through the “MacFit” transformation programme. Our 

gross margin is healthy and we have strengthened our hold on operating processes. 

Our primary objective remains, however, to generate profitable turnover, and we 

cannot achieve that without the assistance of consumers. 

20 



Since it is unclear at the moment what changes will be seen in consumer confidence 

and spending, we cannot make any statement about the result for 2013. The positive 

effect of MacFit on the EBIT 2013 is expected to amount to approximately € 5 million. 

There will also be negative effect in the first half of the year of approximately - € 2 

million due to completion of the integration process in the UK. 

We expect investments to total between € 20 and € 30 million (2012: € 19.4 million), 

and that this amount plus the expenses relating to the closure of stores can be 

largely covered by the cash flow from operations. 

Where we intend heading 

We see the future as belonging to nationally operating cross-channel retailers 

that are close to the consumers and whose revenue models are based on customer 

confidence combined with outstanding service. Macintosh Retail Group is such a 

retailer. 

We want to make matters easy for customers throughout the entire decision and 

buying process and thereafter, irrespective of whether it takes place offline or 

online through our own sales channels or indirectly via third parties: 

• Our bricks-and-mortar stores are increasingly becoming the sales channel for 

direct purchasing (showrooms in other words) and the location for customer 

service and support for online purchasing. 

• Day and night, our web stores offer the convenience of an extensive online 

choice of products, with the certainty and convenience of our well-known retail 

formats and street shops in the background. 

• Bricks-and mortar stores and webshops are used in conjunction, resulting in 

greater mutual conversion. 

• Consumers’ choices are simplified intelligently, with their personal preferences 

and needs being addressed. 

• Excellent fulfilment and after-sales service thanks to friendly, professional and 

committed personnel. 

• Local entrepreneurship and ownership. 

Relevancy for consumers at every stage of their customer journeys replaces the 

traditional moving of boxes. The aim is to have consumers choose one of our retail 

formats based on preference rather than chance. As a result, they will buy from us 

again, instead of from one of the countless other offline and online stores. 

Customer 

confidence 

combined with 

excellent 

service 

The implementation of our cross-channel strategy is keeping us fully occupied. In 

fact, we are accelerating this process. Eventually, however, we also want to utilise 

our strong retail and brand position to produce income in other ways: 

• Selling of our products and brands other than via our own sales channels (in the 

form of concessions), enabling us to generate revenue without the costs of having 

our own stores. 

• Selling of our products and brands to other retailers (wholesaling), principally 

in Benelux and the UK, but in other countries as well. 

• Putting our offline and online sales channels at the disposal of third parties 

against payment. 

• Allowing third parties to use our procurement processes and systems against 

payment. 

• Alliances. 


21


Objectives for 2015 

Assuming that market conditions will start to recover in the second half of 2014 

and a new equilibrium comes about in the Fashion and Living markets, we expect 

Macintosh Retail Group to generate an EBIT of between € 30 million and € 40 million 

in 2015, based on current operations. 

The strategic changes realised or set in motion in 2012 and the continuing roll-out of 

our cross-channel approach represent significant strides forward which, combined 

with the MacFit transformation programme, form the basis for achieving these 

objectives in 2015. 

Thanks 

In 2013, we will be saying goodbye to two of our Supervisory Board members. 

We have worked with Mr Nühn for 11 years, first as a member and for the past four 

years as chairman of our Supervisory Board. We were able to benefit from his 

international experience in the business sector, especially concerning strategic 

aspects and organisational issues. He won our respect by his way of working and 

the manner in which he chaired the Supervisory Board. 

In the past four years we have come to know Mr Lagerweij as a supervisory director 

who was operationally involved in many issues relevant to Macintosh Retail Group 

because of his retail expertise. He could draw on the extensive experience that he 

gained at various other retail companies. 

We are very thankful to both Mr Nühn and Mr Lagerweij for their commitment to 

our company and the people who work here. 

Maastricht-Airport, the Netherlands 

February 26, 2013 

The Managing Board 

Frank De Moor, CEO Eric Coorens, COO Theo Strijbos, CFO 

F.l.t.r. Eric Coorens, Frank De Moor and Theo Strijbos 

22 



Financial review of 2012 

Consolidated results 

Retail market 

Uncertainty as to the future, austerity measures, inflation and a poor economic 

climate resulted in a highly negative trend in consumer confidence in all countries 

in which Macintosh Retail Group operates. Particularly in the Netherlands, where 

Macintosh Retail Group realises the larger part of its turnover, this trend was 

reflected in the decline in non-food spending of 3.8% (source: CBS). Belgium and 

the United Kingdom likewise reported conservative spending figures. Moreover, the 

Netherlands clearly has an oversupply of shops, with online players also emerging 

at a greater speed compared with, for example, Belgium. In other words, a higher 

number of players have to divide a cake that is not getting any bigger, resulting in 

the number of visits to bricks-and-mortar stores being under pressure. 

The shoe market faced unspringlike weather in the first half of the year and unusual 

spells of summer weather in the autumn, creating little encouragement among 

consumers to purchase footwear befitting the season. These factors, combined 

with a higher VAT rate effective October 1, led to a 2.0% decline in spending in the 

Netherlands, while Belgium reported a rise of 2.9% and the United Kingdom a rise 

of 3.3% (source: GfK). 

All three shoe markets relevant to Macintosh Retail Group recorded substantial 

increases in online spending, but there were marked differences for each country. 

The home decoration market again performed less well than the non-food market 

as a whole, contracting by 7.8% (source: CBS). 

Number of stores 

The net increase in the number of stores for continuing operations in Fashion in 

2012 was 16, bringing the total to 889. The rise comprised 29 openings and 13 

closings. The United Kingdom, in particular, saw the opening of new stores (17), 

but also recorded the highest number of closings (10). 

In the Living sector, Kwantum in the Netherlands opened one store and also 

closed one; the number of stores in Belgium remained unchanged. 

Consumer confidence index 

+5 

0 

-5 

-10 

-15 

-20 

-25 

-30 

-35 

-40 

-45 

-50 

J F M A M J J A S O N D J F M A M J J A S O N D J 

2011 2012 

2013 

The Netherlands 

Willingness to buy NL 

Belgium France UK 

Substantial 

increases 

in online 

spending 

Number of stores Fashion Living Total 


Netherlands 464 458 103 103 567 561 

BeLux 171 168 10 10 181 178 

UK 254 247 - - 254 247 

Total 889 873 113 113 1.002 986 


23


Developments in turnover 

Consumer sales relating to continuing operations (including franchisee sales and 

VAT) amounted to €1,056.7 million in 2012 (2011: €1,036.9 million). Of total turnover, 

53% was generated in the Netherlands, 20% in Belgium / Luxembourg and 26% in 

the United Kingdom. 

Net turnover for 2012 was € 18.0 million higher (+ 2.1%) than last year, rising to 

€893.2 million, reflecting the net effect of: 

* higher turnover from the consolidation effect of Jones Bootmaker (acquired 

in April 2011) and the activities of Intreza and Steve Madden (launched in the 

autumn of 2011); 

* an increase in turnover as a result of new stores; 

* higher online sales; 

* a fall in turnover from comparable stores; and 

* a favourable exchange effect due to the British pound. 

Of total turnover, € 39.3 million (4.4%) was attributable to online sales, a nearly 

50% increase on 2011. 

Net turnover (in € million) Full year First half Second half 

2012 2011 % 2012 2011 % 2012 2011 % 

Fashion 1 701.0 666.9 + 5.1% 323.9 288.0 + 12.5% 377.1 378.9 - 0.5% 

Living 192.2 208.3 - 7.7% 99.5 107.4 - 7.4% 92.7 100.9 - 8.1% 

Total 893.2 875.2 + 2.1% 423.4 395.4 + 7.1% 469.8 479.8 - 2.1% 

1 Jones Bootmaker consolidated from April 17, 2011 and throughout 2012. 

Online 

turnover in 

Fashion rose 

Fashion 

In Fashion, turnover was € 34.1 million higher (+ 5.1%), mainly as a result of the 

full-year consolidation of Jones Bootmaker and the full-year recognition of the 

results of Intreza and Steve Madden, both activities that were launched in 2011. In 

addition, the sector recorded a substantial foreign exchange gain of € 13.1 million. 

Excluding the above effects, turnover of Fashion remained virtually unchanged. 

Fashion BeLux and Fashion UK performed better than in 2011, both countries 

recording turnover growth. Fashion NL faced pressure on turnover at all formats, 

with the exception of PRO 0031. The decrease in the number of visitors was the 

principal reason for the decline. 

Based on Macintosh Retail Group’s cross-channel strategy, it is irrelevant whether 

turnover is allocated to online or offline activities, as transactions can be conducted 

from all sales channels. In this annual report, offline sales, or turnover from 

bricks-and-mortar stores, represents full turnover from customers ordering goods 

through the stores, paying for them and taking them home. All other turnover, 

including sales made through third-part sales channels, is considered online or 

cross-channel turnover. 

Online turnover in Fashion rose to € 36.1 million in 2012 (2011: € 23.1 million). 

24 Macintosh Retail Group Annual Report 2012


Living 

As in previous years, the Living sector suffered the effects of a spending decline 

as a result of the low number of relocations, reporting a decrease in turnover of 

€ 16.1 million to € 192.2 million. 

Kwantum’s online turnover for 2012 was € 3.2 million, virtually the same as in 

2011, which means that there is still a great deal of cross-channel work to be done 

in this market. 

Gross margin and expenses 

The gross margin as a percentage of turnover landed at 52.1%, 0.9 percentage 

points higher compared with 2011, thanks to higher gross margins for both Fashion 

and Living following further mark down control and higher intake margins, with a 

particularly notable increase for Living. 

The increase in turnover, combined with a higher gross margin as a percentage of 

turnover, resulted in a rise in the gross margin in absolute terms of € 17.8 million 

to € 465.8 million. 

Rise in 

gross margin 

as a percentage 

of turnover 

Compared with last year, total costs rose by € 31.6 million to € 447.7 million. Of 

this increase, € 7.0 million can be attributed to the pound sterling exchange rate. 

Another important factor in the cost increase was the consolidation of Jones 

Bootmaker, Intreza and Steve Madden. The rest of the increase was mainly due to 

expenditure on cross-channel and integration of head offices. As a percentage of 

turnover, expenses landed at 50.1%, compared with 47.5% in 2011. 

Operating EBIT 

Operating EBIT (excluding one-off effects) amounted to € 18.1 million in 2012 

(2011: € 31.9 million). Fashion recorded a loss for the first half, chiefly caused by 

Jones Bootmaker’s results were fully recognised in the 2012 accounts, whereas, 

in 2011, only the profitable months of May and June had been included (effect of - 

€4.6 million). Fashion performed better in the second half of 2012, compared with 

the same period in 2011, thanks to improved results at Macintosh Fashion UK. 

Operating EBIT by sector is shown in the table below. 

Operating EBIT (in € million) Full year First half Second half 


Fashion 1 18.8 29.3 - 6.8 5.0 25.6 24.3 

Living 6.0 9.6 2.9 4.4 3.1 5.2 

Other 2 - 6.7 - 7.0 - 3.8 - 3.9 - 2.9 - 3.1 


1. Jones Bootmaker consolidated from April 17, 2011. Effect of 2012 full-year consolidation: - € 4.6 million. 

2. The item ‘Other’ includes all group expenses that cannot be directly allocated to sectors. 


25


Net operating profit on ordinary activities 

Finance costs fell to € 3.6 million in 2012 (2011: € 5.2 million) due to a lower 

financing requirement, on average, and lower interest rates. At December 31, 

2012, net debt amounted to € 32.3 million (year-end 2011: € 32.7 million). The net 

operating profit on continuing operations was € 10.0 million (2011: €22.0 million). 

Operating profit per share on continuing operations came to € 0.43 (2011: € 0.94). 

One-off effects 

Restructuring of store network 

In view of the rapidly changing retail revenue model, and following the initial successes 

of the cross-channel approach, Macintosh Retail Group adopted the “MacFit” 

transformation programme at the end of 2012. Over the next few years, this 

programme will be implemented in addition to the current cross-channel agenda. 

As part of MacFit, more than 110 stores will be closed in the years to come. On 

account of these closures, a lump sum of € 39.0 million has been charged to the 

EBIT for 2012. Of this amount, € 9.8 million relates to non-recurring write-offs of 

assets purchased in the past, including store fixtures and fittings, and renovation 

costs. The remainder of € 29.2 million is a provision formed for future losses incurred 

for obligations relating to stores to be closed. 

Effective 2013, closures of loss-making stores will have a long-term favourable 

effect on Macintosh Retail Group’s EBIT of some € 5 million annually. 

Market 

expectations 

substantially 

adjusted 

downward 

Lower expected growth results in goodwill impairment 

Based on the current economic climate and market expectations for the years to 

come, which were substantially adjusted downward in 2012, we estimate that the 

market situation in retail markets relevant to us will only improve as early as 2015. 

We also expect to need a period of two years to embed and further expand the new 

strategy. 

These assumptions have resulted in a more conservative forecast in terms of 

growth, as a result of which we are obliged to write off a lump sum of € 96.3 million 

in goodwill, of the total amount of goodwill included in the balance sheet at 

December 31, 2012 (some €210 million), and charge it to the EBIT for 2012. Of this 

write-off, € 48.7 million relates to Scapino and € 47.6 million to Brantano, acquisitions 

dating back to pre-crisis times. The goodwill purchased on the acquisition of 

Jones Bootmaker in 2011 need not be impaired. 

However, the impairment of goodwill purchased for Scapino and Brantano does 

not mean that our confidence in the two companies has waned. On the contrary, 

we expect Scapino and Brantano to continue to make significant contributions to 

Macintosh Retail Group’s EBIT, as they did in the past. 

Restructuring and integration expenses 

In connection with the costs incurred in integrating Brantano UK and Jones Bootmaker 

into Fashion UK, an amount of € 2.8 million has been charged to the EBIT 

for 2012. 



Pensions 

A new IFRS standard became effective as of January 1, 2013. On that same date, 

Hoogenbosch Retail Group’s self-administered pension plan was converted into a 

defined contribution plan. This resulted in a one-off positive effect of € 2.7 million 

for 2012. Following the early adoption of the new IFRS standard, the comparative 

figures for 2011 were also restated; as a result, they differ from the figures published 

in the Annual Report 2011. 

All other pension plans applicable in the Netherlands had been converted into 

defined contribution plans in 2011, resulting in a one-off charge of € 4.8 million 

being recognised in that year. 

The above one-off effects are recognised as follows. 

EBIT (€ million) Full year First half Second half 



One-off effect of store network restructuring - 39.0 - - - - 39.0 - 

One-off effect of goodwill impairment - 96.3 - - - - 96.3 - 

One-off effect of integration Fashion UK - 2.8 - - - - 2.8 - 

Other one-off effects 1 2.7 - 4.1 - - 2.7 - 4.1 

Total EBIT - 117.3 27.8 - 7.7 5.5 - 109.6 22.3 

1 2012: conversion of pension plan; 2011: conversion of pension plan; pension charge of € 4.8 million and release of € 0.8 million earn-out accrual due to the acquisition of Jones 

Bootmaker. 

Net result 

Taking into account taxes the one-off effects had a negative influence on the net 

result of - € 129.8 million. 

Net result on discontinued operations represents the balance of the operating 

results and the results on the transactions involving Halfords and GP Décors (and 

BelCompany in 2011). For further details and a breakdown of the results concerned, 

reference is made to the financial statements. Net result can be broken down as 

follows. 

Net result (€ million) Full year First half Second half 


Operating net result on ordinary activities 10.0 22.0 - 7.1 1.8 17.1 20.2 

Net one-off effects - 129.8 - 2.9 - - - 129.8 - 2.9 

Discontinued operations 1 - 6.2 80.0 - 2.4 - 0.9 - 3.8 80.9 

Total - 126.0 99.1 - 9.5 0.9 - 116.5 98.2 

1 Relates to the activities of BelCompany (sold in 2011), GP Décors (sold in 2012) and Halfords (intended sale). For further details, reference is made to the financial statements. 


27


Dividend 

per share 

at € 0.20 

Macintosh Retail Group has a strong balance sheet position, causing solvency, despite 

the one-off effects on equity, to land at over 43%, a healthy level. The Managing 

Board will therefore propose to shareholders, in accordance with Article 33, 

paragraph 4, of the Articles of Association, that the net loss for 2012 be charged 

to the distributable portion of equity. 

Dividend 

Macintosh Retail Group’s dividend policy implies that, barring exceptional circumstances, 

approximately 40% of the net profit on ordinary activities is distributed. 

In 2011, such an exceptional circumstance was the sale of BelCompany, as a result 

of which, in addition to the regular dividend of € 0.33 per share, an additional dividend 

of € 0.37 per share was distributed. The year 2012 also saw exceptional circumstances 

in the form of one-off negative effects, which will not be taken into account. 

A dividend will be paid to shareholders of € 0.20 per share, representing nearly 

50% of net profit on continuing operations of € 10.0 million. 

It will be proposed to shareholders that the total dividend distribution be charged 

to the reserves, which are sufficient to allow such a distribution. 

Macintosh 

Retail Group 

has a strong 

balance sheet 

position 

Group balance sheet and solvency 

The balance sheet total at year-end 2012 was € 134.5 million lower than the year 

before, mainly owing to the goodwill impairment and the write-off of assets of 

stores to be closed. 

Equity fell by € 141.1 million to € 210.7 million, mainly as a result of the net loss of 

€ 126.0 million, plus the cash dividend distribution for 2011 of € 16.1 million. 

Lower equity in relation to the likewise lower balance sheet total resulted in solvency 

of 43.3% for 2012 (2011: 56.7%). 

Balance sheet 2012 2011 

Balance sheet total in € million 486.3 620.8 

Equity in €million 210.7 351.8 

Solvency as a % 43.3% 56.7% 



Cash flow, working capital and capital expenditure 

Cash flow statement (x € million) 


Cash and cash equivalents at January 1 25.5 15.6 

- Cash flow from operating activities 41.2 37.6 

- Cash flow from investing activities 1 - 17.8 - 46.9 

- Cash flow from financing activities 2 - 34.8 - 95.8 

Total cash flow from discontinued operations - 1.7 115.0 

Change in cash and cash equivalents - 13.1 9.9 

Cash and cash equivalents at December 31 12.4 25.5 

1 Including acquisition of Jones Bootmaker of € 24.8 million in 2011. 

2 Of the cash flow from financing activities, € 15.1 million (2011: € 73.9 million) relates to repayments on loans. 

The cash flow from operating activities shows that the substantial one-off effects 

(reorganisation of store network and goodwill impairment) had virtually no cash 

flow effect. The net cash flow from operating activities even increased by € 3.6 

million on last year, to € 41.2 million. Despite lower operational EBITDA (€ 13.0 

million) and limited cash flow on account of non-recurring integration expenses, 

the net cash flow improved thanks to an increase of € 12.7 million in working 

capital and a reduction in tax payments of € 5.8 million. 

The cash flow from investing activities amounted to - € 17.8 million, € 29.1 million 

below last year’s amount, mainly as a result of the acquisition of Jones Bootmaker 

(- € 24.8 million) in 2011. 

Capital expenditure on continuing operations amounted to € 19.4 million in 2012 

(2011: € 22.1 million), the bulk (€ 12.7 million) relating to stores. 

Capital expenditure 1 (x € million) 


New stores 5.8 8.9 

Existing stores 6.9 7.4 

Logistics and information systems 6.2 4.5 

Other 0.5 1.3 

Total 19.4 22.1 

1 Continuing operations (excluding GP Décors and Halfords, and moreover BelCompany in 2011). 

The net cash outflow on financing activities amounted to € 34.8 million (2011: 

€ 95.8 million). The difference of € 61.0 million is largely attributable to the increase 

in loan repayments in 2011 (€ 58.8 million), which Macintosh was able to make as 

a result of the gain realised on the sale of BelCompany in that year. 


29

Capital employed and ROCE 1 2012 2011 


Net debt 

position 

improved 

The sale of GP Décors, in particular, resulted in a net cash outflow from discontinued 

operations of € 1.7 million in 2012. In 2011, despite cash outflows on operating 

activities at GP Décors and Halfords, this item had been markedly positive as a 

result of the sale of BelCompany. 

The net debt position improved by € 0.4 million to € 32.3 million in 2012. 

Net debt (x € million) 


Net debt at January 1 32.7 101.2 

Change in net debt - 0.4 - 68.5 

Net debt at December 31 32.3 32.7 

Capital employed, ROCE and ratios 

Net average capital employed (excluding acquisition effects) fell by € 11.0 million 

to € 187.2 million in 2012. Combined with the decline in the operating EBIT, ROCE 

on continuing operations landed at 10.3%, compared with 16.6% in 2011. 

Net average capital employed, excluding 

acquisition effects 2 (in € million) 187.2 198.2 

Net average capital employed, including 

goodwill (in € million) 382.9 430.9 

ROCE as a %, excluding acquisition effects 10.3% 16.6% 

ROCE as a %, including acquisition effects 4.7% 7.4% 

1 The results for 2011 differ from those previously published, due to the sale of BelCompany and the intended sale 

of Halfords and GP Décors. 

2 Relates to goodwill and capitalised brand names. 

The net debt / EBITDA ratio (using the definitions agreed with the banks) was 0.8 

at year-end 2012 (2011: 0.7). The interest coverage ratio landed at 4.3, versus 5.4 

at year-end 2011. This means that Macintosh Retail Group remains well within the 

limits set by its lending banks (below 3.0 for net debt / EBITDA and above 3.0 for 

interest coverage). 




31

FASHION 

Verslag Report of van the de Managing Raad van Board Bestuur 

The Fashion sector mainly consists of the sale of shoes in all 

styles and price ranges, but also of accessories, bags, clothing 

and sports items. The Fashion sector represents 78% of 

turnover, making it the largest sector within Macintosh Retail 

Group. With 464 stores (Dolcis, Invito, Manfield, PRO 0031, 

Scapino and Steve Madden) and the online shoe platform 

Intreza, Macintosh Fashion NL is the largest shoe retailer in 

the Netherlands, with a market share of about 12%. Belgium 

and Luxembourg are served by Macintosh Fashion BeLux, 

with 140 Brantano stores and 29 Scapino stores. Scapino is 

the market leader, with a share of about 10%. With 150 

Brantano stores and 104 Jones Bootmaker stores, Macintosh 

Fashion UK is the third largest shoe specialist in the UK, with 

a market share of about 4%. 

Do you want... 

Free pick ups and returns in stores every time 

To try on your shoes immediately 

Personalised advice 

Intreza Shoepoints 

Turnover: 

€ 701.0 mln 

Online turnover: € 36.1 mln 

Operational EBIT: € 18.8 mln 

Operational EBIT margin: 2.7% 

ROCE: 13.3% 

Number of stores: 889 

Retail floor space: 411,200 m 2 

Number of employees: 9,586 

32 


RGB 102/0/153 PMS 527 C CMYK 73/100/0/0 



Find an Intreza Shoepoint in your neighbourhood 


33


Dolcis 

• 101 stores in the Netherlands at top locations 

• average retail floor space 140 m 2 

• 847 employees 

Amazing shoes for the whole family 

Dolcis’ selection of women’s shoes is amazingly varied: from timeless 

comfort to high fashion. There is also something for everyone within the 

men’s collection: formal, stylish or trendy. And the youngest members of 

the family definitely haven’t been forgotten at Dolcis. Dolcis has trendy 

top-quality children’s shoes for both boys and girls. From top brands to 

cheaper children’s shoes with the same high quality, you’ll find everything 

you need for the kids at Dolcis. When there’s no time to go to a shoe shop, 

then online shopping at Dolcis.nl is a perfect solution. Shoes can be picked 

up in a Dolcis shop or at an Intreza Shoepoint where, in addition to this free 

service, customers can also count on expert advice. 

www.dolcis.nl 

shine at the party tonight for an affordable 

price. That’s Dolcis! 

follow us on: 

Modern & affordable 

New bag collection 

View all bags 

34 


Scapino Netherlands 

• 216 stores in the Netherlands 


• 2,502 employees 


Scapino: It pays to shop! 

With 216 stores in the Netherlands, Scapino is the largest retailer of shoes, 

fashion, sports and leisure items in the Netherlands. Scapino closely follows 

shoe and fashion trends. This means that the items in the selection all follow 

the latest fashions. At the best discount prices! Scapino uses the Dr Visser 

certification for children’s shoes, which guarantees quality and perfect fit. In 

the user-friendly web shop, customers can enjoy web-only offers, but also 

considerable discounts in the different online outlets. Each Scapino store 

also has an Intreza Shoepoint where online ordered shoes can be picked up. 

www.scapino.nl 

measure, 

order, wear! 

It’s that easy. 

Dolcis and Scapino have 

the first Dutch app to measure 

children’s feet 

follow us on: 


35



Manfield 




follow us on: 

Manfield, a passion for shoes 

Manfield offers a very wide variety of excellent quality 

women’s and men’s shoes and beautiful bags and accessories. 

In the extensive selection, fashion-conscious women 

will find stylish shoes for every occasion. Manfield also 

offers a large collection of men’s shoes for modern fashionconscious 

men. If the customer decides to purchase 

shoes from the Manfield collection online, this purchase 

can be delivered to them at home or they can pick it up from 

one of the many Intreza Shoepoints in the Netherlands. 

www.manfield.nl 

Do a good deed and save money! 

Swap old shoes for a discount. 

Trendy studs 

View this collection 

36 


Steve Madden 

• 4 stores in the Netherlands and 2 in Belgium at top locations 




Steve Madden: contemporary collections 

Steve Madden presents his fashionable contemporary collections in six 

trendy shops in the Netherlands and Belgium. The American designer 

creates shoes and accessories which are all the rage not only in America, 

but also in Europe. Many top artists and celebrities love to be seen in his 

outfits. The collections are not only available in the own stores, but also in 

Macintosh Retail Group’s other shoe stores and on lntreza.nl. 

www.stevemadden.nl 

A must-have! A trendy bag! 

It’s got to be Steve Madden! 

follow us on: 


37


PRO 0031 




PRO: Specialist sneaker store 

PRO is inspired by trends picked from the street all around the 

world, making it the number one sneaker store for young fans of 

street style! The collection, mainly aimed at young customers, 

also includes a large range of exclusive sneakers, boots, bags 

and accessories by well-known brands that match a constantly 

changing lifestyle. PRO always creates the right mix between 

‘all-time classics’ and more ‘exclusive’ sneakers! Modern and 

trendy top brands are particularly well represented in the extensive 

selection. All the advantages of online ordering naturally apply 

in the brand’s own web shop, but customers can also place their 

orders via lntreza.nl. 

www.pro-shoes.nl 

Check out the collection > 

follow us on: 

38 


Invito 





Verslag van de Raad van Bestuur 

follow us on: 

Invito: the originals! 

Invito is aimed at all fashion addicts with 

their own unique style! Customers will find 

original women’s and men’s shoes and the 

best bags and accessories in the selection. 

The collections include influences from 

around the world including street style and 

catwalk trends. The perfect shoe for every 

occasion is Invito’s motto. Men with a feel 

for style will also find something to their 

taste at Invito. The collection of men’s shoes 

includes very fashionable trainers, shoes 

and boots at great prices. The full range 

can also be found in Invito’s web shop, as 

well as on intreza.nl. 

www.invito.com 

Fashionable 

matching colours 


39


Brantano Belux 

• 140 stores in Belgium and Luxembourg 



Brantano Belux: 20,000 items in each store 

At Brantano the customer can find the largest selection of shoes, casual 

wear, bags, suitcases and accessories in Belgium, all under one roof. It’s 

not only international brands that are available here, this is also the right 

place for customers to find the best alternative at a lower price. Brantano 

offers a specialist measuring service for growing children. There is plenty 

of parking available at these easily accessible and affordable shops. All 

items are also available from the online shop. 

www.brantano.be 

Keep warm, choose 

fake fur and wool 

Read more 

follow us on: 

40 


Scapino Belgium 

• 29 stores in Belgium 




Scapino: It pays to shop! 

Scapino shops are located in out-of-town retail centres, which are easily accessible 

and provide ample parking. Just like its counterpart in the Netherlands, Scapino in 

Belgium carries an extensive range of shoes, fashion, sports and casual wear for 

the whole family. The lowest price guarantee assures price-conscious consumers 

that they will never pay over the odds. In addition, Scapino offers the Dr. Visser 

certification for children’s shoes, which guarantees quality and a perfect fit. All 

items are also available from the Scapino.be web shop. 

www.scapino.be 

Wow, lovely! 

colourful collection of pumps 

follow us on: 

Choosing 

Scapino 

pays off! 

Watch out! 

Here I come! 


41


Brantano UK 

• 150 stores in the United Kingdom 



Brantano UK: value for money 

In Brantano’s spacious shops in the UK, customers 

will find a complete selection of women’s, men’s and 

children’s shoes of well-known brands and under the 

Brantano label. In addition to shoes, sportswear, 

bags and accessories are also on offer. With 

specially trained staff, Brantano UK provides an extensive 

measuring service, specialising in perfectly 

fitting sports shoes for children’s feet. At Brantano 

UK, customers have the option to reserve shoes 

online in a store of their choice, going to that shop to 

try them on and then paying for them. The chain now 

has 150 stores in the UK. 

www.brantano.co.uk 

follow us on: 

Just the color I’m looking for! 

42 


Shoes 

for the 

whole 

family!

Jones Bootmaker 

• 104 stores in the United Kingdom 




follow us on: 

Jones Bootmaker: traditional British quality 

With over a hundred shops in top locations in cities and shopping centres 

throughout the UK, over 150 years, Jones Bootmaker has grown to become 

a prominent shoe shop chain. In addition to its own collections, the chain 

also sells renowned top brands such as Timberland, Gabor and Barkers. 

Jones Bootmaker’s excellent reputation - in 2010 it was voted best shoe 

retailer in the UK - led to cooperation with the well-known British department 

store chain House of Fraser. 

www.jonesbootmaker.com 


43


Fashion in 2012 

In € million Full year 1 First half 1 Second half 1 


Turnover 701.0 666.9 323.9 288.0 377.1 378.9 


Operating EBIT margin as a % 2.7% 4.4% - 2.1% 1.7% 6.8% 6.4% 

ROCE as a % 2 13.3% 19.0% - - - - 

1. Jones Bootmaker consolidated from April 17, 2011. 

2. For comparative purposes, ROCE presented for this sector excludes acquisition effects. 

Retail chain 

Brantano 

Brantano 

Dolcis 

Invito 

Jones 

Bootmaker 

Manfield 

PRO 

Scapino 

Scapino 

Steve 

Madden 2 

Fashion 

Countries B 1 UK NL NL UK NL NL NL B NL + B 


At December 31, 2012 140 150 101 46 104 68 29 216 29 6 889 

At December 31, 2011 136 144 100 46 103 68 29 211 30 6 873 

Retail floor space (m²) 

At December 31, 2012 105,400 82,900 14,100 3,900 10,200 7,600 2,000 161,800 22.700 600 411.200 

At December 31, 2011 103,200 81,400 14,000 3,900 10,200 7,600 2,000 159,400 23.000 700 405.400 

1. Including 5 stores in Luxembourg and 4 Firelle stores in Belgium. 

2. 4 stores in the Netherlands and 2 in Belgium. 

Shoe markets 

Low temperatures and few hours of sun in the spring of 2012 caused consumers to 

refrain from purchasing summer shoes in that period. Low consumer confidence 

resulted in spending on shoes in the second half of 2012 being down on the same 

period of 2011. This led to a decline in performance of the Dutch offline shoe market 

of 4.3% (source: GfK), the combined effect of a fall in volume and lower prices. 

However, the online shoe market in the Netherlands grew by 22.7%. Turnover in the 

Belgian offline shoe market for 2012 likewise contracted by 0.6% according to GfK, 

the result of lower volumes and prices. Online sales in Belgium increased by 161.8%, 

clearly showing that the Belgian online market is catching up. Spending on the UK 

shoe market increased by 3.3% according to GfK as a result of the offline market 

growing by 1.6% (increase in volume and higher prices) and the online market by 

11.1%. The lower relative online market growth figure in the UK compared with that 

for the Netherlands and Belgium shows that the UK market is fairly mature. 

Fashion financials 

The Fashion sector’s turnover was € 34.1 million higher at € 701.0 million, due to a 

rise in turnover from the consolidation of Jones Bootmaker (acquired in April 2011) 

and the activities of Intreza and Steve Madden (launched in the autumn of 2011), as 

well as a favourable foreign exchange effect of € 13.1 million. Turnover for the second 

half was nearly the same as that for the second half of 2011. 



Netherlands Belgium UK 

Value Total - 2.0% + 2.9% + 3.3% 

Volume - 2.2% + 2.8% + 2.0% 

Price + 0.2% + 0.1% + 1.3% 

Value Offline - 4.3% - 0.6% + 1.6% 

Value Online + 22.7% + 161.8% + 11.1% 

In terms of online sales, all our shoe stores recorded very strong performances in all 

markets, showing growth figures exceeding the market for each country. Online 

turnover growth in the Netherlands was 32.4%, in BeLux 98.1% and in the UK 97.5%. 

Fashion’s gross margin as a percentage of turnover was above the figure for 2011. 

However, the sector reported different growth trends for each of the three countries. 

Fashion NL achieved a higher gross margin as a percentage of turnover due to fewer 

price reductions, while Fashion BeLux’s gross margin percentage was virtually 

unchanged and Fashion UK recorded a lower gross margin percentage. 

Expenses were higher than for 2011, owing to a large extent to the full-year consolidation 

of Jones Bootmaker and to the Intreza and Steve Madden operations. The remainder 

mainly concerned the exchange rate of the British pound, expenses incurred in 

cross channel, expansion and organic increases in salary/pay and rental charges. 

Substantial 

online turnover 

growth 

Fashion’s operating EBIT landed at € 18.8 million (2011: € 29.3 million). Fashion recorded 

a loss for the first half, as Jones Bootmaker’s results were fully recognised in 

the 2012 accounts (effect of - € 4.6 million), whereas, in 2011, only the profitable 

months of May and June had been included. Fashion performed better in the second 

half of 2012, compared with the same period in 2011, thanks to improved results at 

Macintosh Fashion UK. All countries in which Macintosh Retail Group Fashion operates 

made positive contributions to the operating EBIT in 2012. 

Fashion’s ROCE (excluding acquisition effects) came to 13.3% compared with 19,0% 

for 2011, largely the effect of a lower operating EBIT. 

Brand division 

per market segment 

Netherlands 

464 stores 

BeLux 

171 stores 

UK 

254 stores 

Upper range 


Mid-range 

Lower range 


45


PRO achieved 

higher turnover 

Fashion NL 

Our shoe stores stood their ground in a declining offline fashion market in the 

Netherlands. 

Scapino again performed best in the discounter segment, albeit at a lower turnover 

level compared with 2011. The cross-channel share in Scapino’s turnover rose to over 

6%, partly thanks to its collaboration with Wehkamp. The shop-in-shop collaborative 

venture with Aktiesport will be assessed in further detail. Scapino’s gross margin as 

a percentage of turnover bettered the performance in 2011, due to a more careful 

price reduction policy. Expenses in absolute terms were up, mainly as a result of the 

opening of 5 new stores, and were likewise higher as a percentage of turnover. 

The new PRO 0031 format successfully 

lured sneaker fans into its stores, being 

the only shoe format in the Netherlands 

to achieve a rise in turnover. The keys to 

its success are the right product range, 

combined with the unique restyling of 

the PRO-stores, having been transformed 

into distinctive graffiti masterpieces, 

making each store look different. 

In doing so, PRO 0031 perfectly addresses 

its target group. Not only did turnover 

go up, the gross margin as a percentage of turnover followed suit. 

On a less positive note, Dolcis, as a middle market player, markedly suffered from the 

pressure exerted by discount-focused formats, as well as from extensive price 

cutting offered by formats serving the upper segments of the market. As a result, 

Dolcis lost market share in the bricks-and-mortar stores. At the end of 2012, Dolcis 

launched a modified concept in 10 stores, in that way positioning itself as the number 

one family store situated at prime locations and maintaining excellent fashion and 

brand perception. 

Manfield succeeded in attracting its target group by introducing more quality brands 

such as Jones Bootmaker; however, the overall slump in the market left its mark. 

A higher gross margin as a percentage of turnover was insufficient to offset a fall in 

turnover. 

Unlike previous years, Invito’s product range in 2012 was not distinctive enough to lure 

hip, trend-setting young consumers into its stores. Invito’s turnover fell as a result, 

despite the gross margin as a percentage of turnover landing higher. 

The Steve Madden stores, which had been launched on the basis of an exclusive 

licence achieved in 2011, reported further growth, albeit lower than expected. 

Macintosh Retail Group stepped up the sale of products under the Steve Madden 

brand to its other shoe formats and to third parties. These wholesaling activities were 

successful, amply offsetting the stores’ lower turnover levels. 

Turnover of Intreza was substantially higher compared with 2011, but its EBIT fell as a 

result of relatively high distribution and marketing expenses. In mid-2012, Intreza 

decided to drop the online-only sales model, also focusing on cross-channel sales by 

introducing the Intreza Shoepoints in nearly 500 shoe stores of Macintosh Retail 

Group in the Netherlands. 

Nea International, a developer and manufacturer of Push braces, achieved higher 

turnover than in 2011. Nea International provides added value to Macintosh Retail 



Group’s Fashion sector, thanks to the specific knowledge it has about the convenience 

of wearing shoes and the human foot. This was reflected in 2012 in the development 

of comfortable shoes at an affordable price for diabetes patients, with Nea 

International and Diabetes Fund Netherlands being key players in this development. 

Another excellent example are the PSB Shoe Insoles, which are manufactured from 

100% renewable and biodegradable materials sold at a range of Fashion formats. 

Fashion BeLux 

Turnover of Brantano BeLux markedly rose on 2011, due to, among other things, the 

net addition of 4 new stores with which Brantano BeLux outperformed the market. 

Besides a number of special sales promotions, this was due, in particular, to high 

sales figures for children’s shoes. To lower the threshold for shopping online, Brantano 

launched a completely revamped web shop in 2012. Online turnover rose by 

98.1% to a level which, albeit moderate, made the web shop Brantano BeLux’s 

best-performing store. The gross margin as a percentage of turnover landed at the 

same percentage as in 2011; however, expenses were higher owing to expansion, 

rental indexation and statutory increases in staff costs. 

Scapino Belgium’s turnover remained virtually unchanged from 2011, with shoes putting 

in a better performance than clothing and textiles. Scapino launched its online 

shopping concept only recently, as a result of which its online turnover in Belgium is 

still marginal. 

Firelle, a boutique-like format selling renowned brands of shoes, clothing and accessories, 

performed better than in 2011. This resulted in slightly higher turnover. 

Fashion UK 

In the United Kingdom, Brantano UK achieved markedly higher turnover with 6 more 

stores and thanks to a favourable exchange effect, as well as through increased turnover 

levels at comparable stores. Although Brantano UK’s cross-channel approach 

resulted in a rise in online sales of nearly 180%, online sales as a proportion of total 

turnover continue to be low compared with the market. Despite a slightly lower gross 

margin as a percentage of turnover, the rise in turnover resulted in a marked improvement 

of the operating EBIT, which landed positive. 

Jones Bootmaker was acquired in April 2011. As a result, Jones Bootmaker’s results 

for the first quarter of 2011 were not included in the consolidation of Macintosh Retail 

Group’s figures, whereas they were for the same period in 2012. The results for the 

first half year of 2011 are therefore not comparable with those for the first six months 

of 2012. However, Jones Bootmaker performed better in the second half of 2012 than 

it did in the same period of 2011. Although Jones Bootmaker’s contribution to the 

operating EBIT of Macintosh Retail Group was down on 2011, owing to the consolidation 

of the first quarter which is traditionally a loss-making period, it was markedly 

positive. 

Both Brantano UK and Jones Bootmaker made positive contributions to the EBIT. 

These results present sufficient justification for opening new stores in the United 

Kingdom in the years ahead, in particular, as a larger number of stores is required to 

ensure sufficient coverage to achieve the necessary synergy between online orders 

and bricks-and-mortar stores. 

Turnover of 

Brantano BeLux 

markedly rose 

Rise in online 

sales of nearly 

180% at 

Brantano UK 


47

Living 

Verslag Report of van the de Managing Raad van Board Bestuur 

Kwantum operates in the Living sector, with 103 home department 

stores in the Netherlands and 10 in Belgium. The Living sector represents 

22% of Macintosh Retail Group’s turnover. Kwantum is the market leader 

in the Netherlands and Flanders for floor coverings, laminate, wall and 

window coverings and lighting and one of the largest retailers of indoor 

and outdoor furniture, kitchen and home decoration items, household 

textiles and paint. 

Turnover: 

€ 192.2 mln 

Online turnover: € 3.2 mln 

Operational EBIT: € Ver 6.0 tel mln ons je... 

Operational EBIT margin: 3.1% 

ROCE: WOON 19.6% 

WENS 

Number of stores: 113 

Retail floor space: 240,800 m 2 

Number of employees: 1,614 

Ver tel ons je... 

WOON 

WENS 

Ik wil de 

laagste prijs 


WOON 

WENS 

Ik wil de 

nieuwste trend 


WOON 

WENS 

Ik wil leuke 

aanbiedingen 

ACTIE 

Kwantum, for smart shoppers 

Kwantum is the biggest discount home decoration retailer in the Netherlands. 

With 103 self-service stores in easily accessible locations, Kwantum is the 

market leader in various product line groups. The stores offer an amazingly 

complete selection of attractive and modern items for in and around the 

house; the lowest prices and a complete service. Because not everyone 

is skilled enough or has enough time to make curtains or lay flooring themselves, 

Kwantum offers made-to-measure curtains and awning products, 

and a professional floor covering service. Shop assistants are professionally 

trained and are happy to help customers find the right solution for every 

home decoration idea. Not only is purchasing Kwantum items in the shop 

and online lots of fun, it’s also a smart way to shop. 

www.kwantum.nl 

48 


Kwantum The Netherlands 

• 103 stores in the Netherlands 

• average retail floor space 2,300 m 2 


Kwantum Belgium 

• 10 stores in Belgium 

• average retail floor space 1,000 m 2 


Verslag Report van of de the Raad Managing van Bestuur Board 

follow us on: 

Kwantum stores in Belgium represent 

a compact discount formula 

in interior design and decoration. 

Just like its counterpart in the 

Netherlands, Kwantum Belgium 

offers a comprehensive madeto-measure 

hanging and fitting 

service for its customers. Kwantum 

stores are mainly located in outof-town 

retail centres. Kwantum’s 

product range can also be viewed 

online. www.kwantum.be 

Kwantum 

brightens 

up your 

interior 


49


Living in 2012 

Amounts in € million Full year First half Second half 


Total turnover 192.2 208.3 99.5 107.4 92.7 100.9 

Operating EBIT 6.0 9.6 2.9 4.4 3.1 5.2 

Operating EBIT margin as a % 3.1 4.6 2.9 4.1 3.4 5.1 

ROCE as a % 19.6 25.5 - - - - 

Retail chain Kwantum Kwantum Living 

Countries NL B 


- At December 31, 2012 103 10 113 

- At December 31, 2011 103 10 113 

Retail floor space (m²) 

- At December 31, 2012 230,500 10,300 240,800 

- At December 31, 2011 231,000 10,300 241,300 

Markets 

As in previous years, turnover of living stores in the Dutch home decoration market 

was under pressure in 2012, owing to the continued housing market deadlock as a 

result of the slow political decision-making process. Statistics Netherlands 

referred to a fall in turnover of 7.8% for 2012, while CBW reported 9.3% less turnover 

for the entire sector. Mixed stores in particular faced a decline in spending. 

Although no hard data is available for the Belgian home decoration market, the 

limited sales information and anecdotal evidence from suppliers showed that this 

market also contracted. 

Living financials 

Turnover in the Living sector fell from € 208.3 million to € 192.2 million, or -7.7%, 

in 2012, spread evenly over both six-month periods. Turnover was down in the 

Netherlands as well as Belgium, while the number of stores remained the same. 

Kwantum was able to retain its market position in the product groups most relevant 

to the company, even strengthening its market shares in window decorations and 

floor textiles. 

Developments in the online home decoration market are less rapid than in the 

Fashion sector, resulting in the share of turnover being very limited. Kwantum’s 

online turnover landed at € 3.2 million, slightly up on 2011. This result was mainly 

attributable to a lower ticket amount, with the number of online visits and transactions 

markedly on the up. This means that, based on the lessons learnt in 

Fashion, Living still has a world to win. 



As in 2010 and 2011, Living’s gross margin as a percentage of turnover climbed 

again in 2012. By exercising restraint in special offers, negotiating lower purchase 

prices and implementing price increases, Kwantum was able to partly offset the 

decline in turnover. 

Absolute costs were down on 2011, due to lower marketing expenses, in particular; 

however, costs as a percentage of turnover rose as a result of lower turnover. 

Following a rise in 2011, the operating EBIT of Living was € 3.6 million lower in 2012, 

landing at € 6.0 million. By posting these figures, Kwantum delivered a good performance 

in a market that was very tough again. ROCE went down from 25.5% to 19.6%. 


WOON 

WENS 

Ik wil de 

laagste prijs 

Ver tel o 

WOO 

WEN 

Ik wil 

nieuwste 

Kwantum has become a household name by making pleasant and trendy living 

affordable for everybody. In collaboration with Macintosh Hong Kong, Kwantum 

launched “Woonwens” [living ambitions] in 2012, a concept making customised 

products according to individual wishes more easily available to the widest possible 

public. The introduction of a new range of curtains and wall decoration products, 

a new shop design and a user-friendly ordering system must ensure that Kwantum 

will continue to be the number one supplier of curtains, as well as increase its 

market share in customised window decorations. By removing all obstacles and 

using an ordering system that is easy to use for customers and employees alike, 

Kwantum will be able to serve customers even better and more quickly. In addition, 

it sets itself apart from other providers through its wide product range, price setting, 

high quality and delivery time. 

Kwantum sets 

itself apart from 

other providers 

through its wide 

product range, 

price setting, high 

quality and 

delivery time 


51


Services 

Customers expect optimum service across all sales channels. This requires a perfect 

design of processes, systems and organisations, both at the front and the back of web 

stores and old-style stores. This is organised country by country by segregating 

client-oriented activities from back-office activities in each country organisation. 

However, Macintosh Retail Group’s strategy is also based on the principle that 

combining strengths across countries results in group synergies. This means that 

any matters that are relevant to multiple country organisations should be organised 

at a central level, enabling country organisations to focus on their cross-channel 

core business, which is serving customers through all sales channels. 

The country organisations in both the Fashion and Living sectors are supported 

centrally by the holding group and by Macintosh Hong Kong and Macintosh Intragroup 

Services, with support costs being allocated to each party where possible. 

Holding company 

At group level, four operating areas covering all formats and countries have been 

defined and set up. Each operating area is managed by a Group Director and monitored 

by the Managing Board. 

• Product House: supply chain management, supplier management, brands and 

trends, social responsibility and procurement. 

• Cross channel: online and offline retail innovations, customer relationship 

management (CRM) systems and their impact on consumers, together with the 

corresponding strategies, activities relating to the cross-channel approach, 

plus support from local teams. 

• ICT: central support systems for supply chain, cross-channel activities, customer 

relationship and back-office. 

• Finance: planning & control cycle, group accounting principles, investment 

evaluations, data analyses, benchmarking and scorecards, together with consolidation. 

In addition, the holding company concentrates on traditional services, including 

strategy, financing, legal affairs and insurance, tax matters and risk management. 



Macintosh Hong Kong 

As a purchasing office, Macintosh Hong Kong’s objective is to enable store formats 

of Macintosh Retail Group to conduct business in the Far East more easily, with 

more control and less expensively. Its knowledge ensures a stronger position 

when negotiating with suppliers on prices and delivery terms. The activities of 

Macintosh Hong Kong comprise sourcing, purchasing, order tracking and logistics, 

as well as administrative services for the Living and Fashion sectors. Macintosh 

Hong Kong also carries out local quality control and is involved in the assessment 

of suppliers in terms of social conditions and sustainability. 

In 2012, the volume of items procured through the Hong Kong purchasing office 

was € 9.0 million lower than in 2011, landing at € 83.5 million, with Fashion as the 

largest buyer (over 60%). 

Macintosh Intragroup Services 

Macintosh Intragroup Services provides services to Macintosh Retail Group and 

its subsidiaries. These services comprise funding and implementing the treasury 

function for the Macintosh group companies, and, in particular, the provision of 

administrative and accounting services, in particular, for various group companies. 


53


Employees and organisation 

Number of employees 

The number of employees at Macintosh Retail Group’s continuing operations went 

down from 11,822 (5,863 FTEs) in 2011 to 11,290 (5,666 FTEs) in 2012. Fashion saw a 

decrease in the number of employees at 16 more stores compared with 2011, with the 

decline at Living being realised with the same number of stores. 

At Macintosh Hong Kong, the size of the workforce increased by 5 to 47. Macintosh 

Intragroup Services had 10 employees in 2012 (2011: 11). At Macintosh Retail Group 

NV, 41 (2011: 43) employees were busy coordinating the sector-wide activities, including 

Product House and Cross channel. 

Retail chain 1 

Brantano 

Brantano 

Dolcis 

Invito 

Jones 

Bootmaker 

Manfield 

PRO 0031 

Scapino 

Scapino 

Steve Madden 

NEA 

Fashion 

Countries B 2 UK NL NL UK NL NL NL B NL + B NL Total 

At December 31, 2012 1,006 1,955 847 365 1,857 595 228 2,502 153 40 30 9,578 

At December 31, 2011 1,009 1,886 850 378 1,977 584 198 2,812 219 42 30 9,985 

Average number of FTEs 

- 2012 858 790 448 196 623 321 123 1,074 97 38 25 4,593 

- 2011 857 809 454 197 695 311 130 1,127 100 29 25 4,734 

1. Including head office and distribution centre employees allocated to the store formats. 

2. Including 5 stores in Luxembourg and 4 Firelle stores in Belgium. 

Retail chain Kwantum Kwantum Living 

Countries NL B Total 

At December 31, 2012 1,566 48 1,614 

At December 31, 2011 1,692 49 1,741 

Average number of FTEs 

- 2012 938 43 981 

- 2011 993 46 1,039 

Training 

In 2012, our group companies provided around 16,300 days’ training to some 6,050 

employees (2011: 17,800 and 6,100, respectively). Our training policy focuses not only 

on competences absolutely required to retain current positions, but also on increasing 

our employees’ general development levels. For example, employees are given 

the opportunity to earn industry-recognised diplomas, in that way offering them attractive 

career prospects at Macintosh Retail Group. We also increasingly provide 

training in the form of e-Learning. 

Macintosh Retail Group provided work placements to 790 trainees in 2012, of which 

54 



650 were allocated to Scapino and Kwantum. Most training programmes are initiated 

at group-company level. 

As part of the further professionalisation of its training programme, Macintosh 

Retail Group concluded a collaborative agreement with NCVB Bedrijfsopleidingen on 

December 12, 2012. Macintosh Retail Group intends to establish its own Academy 

together with NCVB. At this Academy, employees of Kwantum, Halfords and Macintosh 

Fashion NL can follow customised intermediate vocational education courses 

provided by NCVB. 

Absenteeism due to illness down 

The majority of our 11,290 employees are working in our stores, being the organisation’s 

showpiece for the outside world. The pleasure and enthusiasm with which they 

work is reflected in their service to our customers. Macintosh Retail Group wishes to 

contribute to this by providing a motivating and professional working environment. 

The average absenteeism rate at Macintosh Retail Group in 2012 was down on the 

previous financial year, landing at 3.1%, compared with 3.3% in 2011. The decrease 

was mainly attributable to a drop in the rate of absenteeism in the United Kingdom, 

whereas the Netherlands reported a higher rate. Further efforts will have to be made 

in the Netherlands in 2013 to turn the rise into a fall. Action plans have been launched 

to realise this. 

Training 

provided to 

6,050 employees 

Employee representation 

During the year under review, there were 6 formal joint meetings of the Managing 

Board and the Central Works Council. One of these meetings was attended by a delegation 

from the Supervisory Board. As before, the discussions in 2012 were characterised 

by transparent, timely and constructive decision-making. This year, the focus 

was on the elections for Macintosh Retail Group’s new works councils. As a result of 

these elections, the works councils welcomed a number of new members. The elections 

also had an impact on the representation on the Central Works Council, which 

bid farewell to a number of members and welcomed new ones. 

The executive committee of the new Central Works Council comprises J.F.H. Tenney 

(64), chairman, and C.P. Pronk (63), secretary. 

Word of thanks 

With the retail environment changing continually, Macintosh Retail Group is making 

its own statement by launching a range of initiatives and actions. If we want to pursue 

our cross-channel approach successfully, this will require a different mindset from 

everyone in the organisation. Everybody who works at Macintosh Retail Group, no 

matter how low or high their position, has to contribute to this new way of thinking, 

ensuring that our offline and online retail formats are relevant to consumers, being 

first on their list of preferred stores for spending their euros or pounds. The Managing 

Board would like to thank all employees for their contribution to Macintosh Retail 

Group’s transformation from a traditional to a cross-channel retailer in 2012. 


55


Step-by-step: more transparent, 

more sustainable 

Introduction to sustainability 

Composition of this section on sustainability 

Macintosh Retail Group wants to grow while at the same time improving its impact 

on society and the environment. We call this sustainable profitable growth. In recent 

years we have become increasingly active in this area, and sustainable business 

practices have gained greater form and focus. Our ultimate goal is: responsible 

products for all. 

Initiatives 

2012 

Sustainable chain 

management analysis 

An analysis of listed companies based on the ‘Responsible Supply Chain 

Benchmark’ of the Dutch Association of Investors for Sustainable Development 

(VBDO). The benchmark translates sustainability initiatives into a score that 

shows that sustainable chain management within the Macintosh Retail 

Group has gained a firm foothold. 

We want to become more transparent and sustainable, one step at a time. In this 

section, we will explain what we have done in this regard in 2012 and what our plans 

are for 2013 and beyond. The report has been drafted according to the guidelines of 

the Global Reporting Initiative (GRI). The report complies with level C (selfdeclared). 

With the aid of the GRI guidelines, Macintosh Retail Group strives to 

increase the transparency and relevance of the Annual Report. The subjects referred 

to in this section have been suggested by internal experts. Furthermore, the content 

has been influenced by questions, responses and feedback from stakeholders such 

Our mission: Responsible Products for All 

Retail is: Procurement -> Logistics -> Sales 

Procurement Logistics Sales 

Raw material extraction 

& Materials 

Production 

Distribution 

& Head office 

Stores and webshops 

& consumers 

Waste & Recycling 

- Use of hazardous 

substances 

- Deforestation 

- Raw-material scarcity 

- Supply chain transparency 

- Use of hazardous 

substances 

- Working conditions 

- Supplier evaluation 

system 


- Clean Shipping Index 

- Gases in containers 


- CO2 emissions 

- Energy consumption 

- Dialogue with consumers 

- Transparent information 

about product and 

production methods 


- Old shoe collection 

campaigns 

- Waste management 


Employees 

56 



as employees, shareholders, NGOs and customers and by developments in the 

sector, such as legislation and standards. The primary target groups of the report 

are the shareholders, NGOs, suppliers, customers and employees. 

Macintosh Retail Group started some 15 years ago with sustainable business 

practices in the Living sector, at Kwantum with FSC-certified timber. The focus is 

now on Fashion, as Macintosh Retail Group receives over 75% of its turnover from 

footwear. As such, we will trace the footwear supply chain in this section, from the 

selection of materials and suppliers to handling refuse and packaging. The section 

is split into three parts: an introduction to sustainability, purchasing and sales. After 

all, for a retail organisation, purchasing and sales are the most important activities. 

This report and the accompanying GRI index can also be found at: 

http://www.macintosh.nl/en/sustainable_business/ 

We are interested in what you, the reader, think about our sustainability efforts. 

Therefore, we invite you to share your suggestions and comments with us. Please 

do so by e-mailing our Corporate Responsibility & Innovation Manager (i.weijer@ 

macintosh.nl). 

2012 review 

Publicity around child labour in the fashion industry 

The interest in sustainability in the fashion industry is on the increase, among companies, 

governments, social organisations and consumers. Macintosh Retail Group 

took a number of good steps in 2012 again. At the same time, social organisations 

made the challenges for our industry particularly clear. For example, HIVOS 

published a study that demonstrated that no shoe brand could guarantee that child 

Macintosh Retail Group qualified 

as pioneer in ‘stop child labour’ 

The Macintosh Retail Group is against child labour and carries out inspections 

at shoe factories in risk countries. Together with TFT and a select group of 

suppliers and brands, the entire chain has been identified and listed. 

Initiatives 2012 

labour did not occur within its chain. We are equally unable to provide this guarantee, 

as a guarantee assumes complete insight into and control over the chain. This 

is unfortunately not yet the case, but we are working towards it. In this report we will 

explain where we stand and how we try to prevent abuses such as child labour. We 

also provide insight into our policy regarding the use of dyes and tannins. In the past 

year, the use of hazardous substances in the textile sector has also been the subject 

of a great deal of research and publicity, such as the Greenpeace Detox campaign. 


57


Complex chain 

We purchase millions of shoes every year. From importers in Europe, directly from 

manufacturers in Europe and beyond and via intermediaries (agents or traders) 

outside Europe. The vast majority of our purchasing outside Europe is done via our 

purchasing office in China. Traditionally, as a retail organisation we only have 

contact with the supplier we buy our shoes from. This supplier in turn works with its 

own suppliers, each of whom handles a stage in production. Together we form a 

chain, often without being aware of each other’s existence. In total this entails thousands 

of suppliers and sub-suppliers, each with thousands of employees spread 

across many countries of the world. Sustainable business practices compel retailers 

and brands to gain insight and control further up or down the chain. The first 

step in improving the working conditions and environmental impact of our shoes is 

mapping out the whole chain: the story behind the shoe. We work intensively with 

independent organisations we are affiliated with such as The Forest Trust (TFT, 

www.tft-forests.org), the Business Social Compliance Initiative (BSCI, www. 

bsci-intl.org) and the German test institute CADS (http://www.schuhinstitut.de/ 

cads.htm). 

In 2013, 

our joint 

communications 

with TNT aimed 

at consumers 

will be more 

focused 

Consumers 

Governments, social organisations and citizens increasingly demand transparency. 

Child labour, animal suffering and environmental pollution are no longer accepted 

by the average citizen. However, as consumers their behaviour is not always as 

principled or ethical. Not just because of the price but also due to a lack of information. 

However, we expect that consumers will in future pose questions about the 

story behind their shoes. Providing honest information is crucial. Consumers no 

longer blindly trust the information given to them by retailers or brands. This is why 

we choose to work with independent parties (TFT, BSCI, CADS). In 2013, we will 

communicate more together with TFT towards consumers on sustainability. 

Main results of 2012 

In 2012, we saw a number of good results in Fashion: 

• Along with three major suppliers and the TFT, we have mapped out a significant 

part of the supply chain. Ultimately, we will ask all our suppliers to provide greater 

insight. 

• Our Restricted Substances List (RSL), a list of hazardous substances which must 

not be used or may only be used in very small quantities, has been tightened and 

now follows the recommendations of the German test institute CADS which sets 

stricter standards than the existing legislation. 

• 52% of our purchase volume in the risk countries defined by BSCI complies with 

our requirements in the field of working conditions (BSCI standard). 

• Our supply evaluation system has been expanded considerably to include supplier 

information on social and environmental performance. 

• We collected 2.3 million pairs of shoes for recycling. 

• We mapped out our energy consumption and opportunities for savings for our 

stores and drafted a plan for improvement for Brantano stores in Belgium. 

58 



However, we have also focused on subjects in various facets of Living which are 

related to sustainable business practices: 

• During 2012 almost all stores and the head office/distribution centre were fitted 

with low-energy store and office lighting. Kwantum invested a sum of €800,000 in 

this. 

• Kwantum signed the Intentieverklaring Duurzaam Hout Retailsector (Retail Sector 

Declaration of Intent on Sustainable Timber) 2012-2014 and as such assumes 

clear responsibility against the illegal felling of timber and responsible and sustainable 

forest management. 

• Signing of statement from Stichting Bont voor Dieren (Fur for Animals) in which 

Kwantum declares it does not use fur in its products. 

• TV campaign with halogen energy-saving bulbs in response to the phasing-out of 

incandescent bulbs. 

• Introduction of dyeing machine to a number of branches, based on water-based 

lacquers. 

Collection 

of 2.3 million 

pairs of shoes 

for recycling 

Manfield supports the 

Heart Foundation! 

During the ‘Dress Red Day’ in September 2012, Manfield devoted its 

extensive collection of red shoes and bags to the Heart Foundation. 

The Heart Foundation could count on a donation from Manfield for 

each item sold. 


Main objectives for 2013 

We have set a number of goals for 2013: 

• Together with The Forest Trust (TFT), to continue to improve transparency and 

sustainability at suppliers, including by giving workshops on these topics. 

• Mapping out the extent to which suppliers meet our requirements in terms of 

working conditions (BSCI standard). 

• Expanding our survey of the extent to which suppliers comply with our requirements 

regarding the use of hazardous substances (RSL). 

• Increasing the information available on the sustainability performance of our 

suppliers in our supplier evaluation system. If no sustainability information is 

available, the suppliers receive a negative evaluation. 

• Together with the TFT, communicating more towards consumers regarding sustainable 

credentials of shoes. 

• Taking the next step in implementing energy-saving features in our stores. 


59


Our sustainability policy: CRIATE 2.0 

Our business activities have both a direct and an indirect impact on society and the 

environment. This entails its own responsibility which goes beyond simply the company’s 

financial performance. Improving our environmental and social impact demands 

a change of mindset within the organisation. As such, product innovation is 

not solely focused on increasing returns, but also on improving our sustainability 

performance. In order to give form to the link between preservation and product 

innovation, the CRIATE programme 1.0 was established in 2009. CRIATE stands for 

Corporate Responsibility & Innovation Action Team. Until 2011 this team, consisting 

of Green Leaders and the Corporate Responsibility & Innovation Manager, was 

mainly concerned with stocktaking and transparency. What do consumers and employees 

consider important? How are our chains set up? What innovations are available 

to improve our sustainability performance? 

Since 2012 we have had CRIATE 2.0 which places a greater emphasis on focus and 

improvement. In order to achieve results, we have defined three spearheads up to 

2014 which we consider important and which align with the expectations of our 

stakeholders: 

• Continuing to increase transparency in our chains 

• Promoting good working conditions among our suppliers 

• Finding alternatives to the use of hazardous substances 

Embedding sustainability within the organisation 

CRIATE lends the sustainability policy of Macintosh Retail Group practical form. 

With the definition of the new spearheads of CRIATE 2.0, its embedding in the organisation 

is also modified. The Corporate Responsibility & Innovation (CR&I) Manager 

reports to the Group Product Director, who implements the current policy. The 

CR&I Manager also has a formal link with the Managing Board. Policy themes, 

results and (new) developments are periodically discussed with the Board of Directors. 

Step-by-step plan for sustainable 

business practices 

Macintosh Retail Group has set objectives for the coming years and 

formulated them in the CRIATE 2.0 sustainability programme. The division 

of objectives into three recognisable categories - purchasing, sales and 

employees - has made the relationships between them transparent and tangible. 


60 



The responsibility for improving the environmental performance of our buildings 

(head office, stores and distribution centres) rests largely with the national organisations. 

For example, energy conservation or reducing packaging. 

The role of the Green Leaders no longer exists. The initiating character they had has 

served its purpose. The projects which fall under the sustainability policy are now a 

permanent part of daily operations where necessary and desirable. 

The Quality & Environment platform is a group composed of various specialists who 

bundle their knowledge within Macintosh Retail Group in the field of quality and 

regulatory frameworks. In this way, changes in statutory requirements with regard 

to product safety and environmental protection are updated and made available. 

Managing Board 

Product House 

Quality & Environment Platform 

Manager CR&I 


61


Purchasing 

Every shoe takes a unique route 

By meticulously selecting products, materials and suppliers we ensure that the 

products in our stores are the ones our customers need. We buy around 19 million 

shoes every year; both our own brands and shoes from leading brand manufacturers. 

Every shoe has its own story, as each one has been on a unique journey, often 

across several continents. Leather shoes begin their journey at the farm where the 

cattle are kept and then pass through abattoirs, hauliers, traders, tanneries, shoe 

factories before reaching our stores. Each link represents a business employing 

many people and the operations of all these suppliers and sub-suppliers have an 

‘Fair trade’ shoes at Scapino 

In cooperation with TFT and BSCI, Scapino has assembled a collection 

of ‘fair trade’ shoes. Shoes that are produced sustainably with attention 

for the environment and social conditions. 


impact on the environment and the people who work there. We feel responsible for 

what happens at each supplier, although we realise that we cannot always influence 

this. And the world around us increasingly demands transparency in this regard, 

both directly during the decision to purchase and indirectly, which manifests itself 

in an increase in media attention and sustainability labels. 

Sustainable purchasing policy 

Our buyers (Brand Managers) are only allowed to purchase shoes from suppliers 

selected by our Group Product House. In 2011, we developed a purchasing policy in 

which the selection of suppliers is partly based on their sustainability performance. 

The focus here is on: 

• Improving working conditions (BSCI is the standard - see below) 

• Restricting and replacing hazardous substances (RSL is the standard - see below) 

• Making the chain transparent (the standard is transparency throughout) 

The performance in this respect of the suppliers of our own brands is recorded in 

our supplier evaluation system, alongside the usual indicators such as price, reliability 

and volumes. Ultimately, every supplier must comply with our sustainability 

policy. In 2012 we have mainly focused on providing greater insight into supplier 

performance according to these three themes. We will continue to do so in 2013. 

62 



In order to be able to take a greater stand towards suppliers and also to gain insight 

more easily into their sustainability performance, we have drastically reduced the 

number of shoe suppliers in recent years: from around 1,800 in 2009 to about 200 in 

2012. These suppliers (importers, traders or manufacturers) are mainly in the 

Netherlands, Belgium, the United Kingdom, Italy, Portugal, China, India and Vietnam. 

The majority of our shoes are made in Asia (China, India and Vietnam) and 

Europe (Italy, Portugal and Romania). 

Internal communications around policy 

We inform our Brand Managers and buyers about sustainability via internal communications, 

training courses and workshops. As a result they are familiar with the 

importance of BSCI and the RSL and what TFT can do for us in terms of making the 

chains transparent. By including sustainability criteria in the individual performance 

reviews of the Brand Managers too we create an extra layer of assurance 

within the organisation. The percentage of suppliers affiliated with BSCI is an example 

of this kind of evaluation criterion. 

Inform 

employees about 

sustainability 

By having a Brand Manager purchase items centrally for several countries and retail 

formats, we strengthen relationships with our suppliers and combine purchasing 

volumes. This makes it easier to place demands on our suppliers. 

Leading brands 

The Macintosh Retail Group sustainability policy is focused primarily on its own 

brands. We have a direct influence on them and feel the most responsible for them. 

In addition to our own brands we also sell shoes from familiar brands of others. It is 

our opinion that the companies behind these major brands are responsible for their 

own sustainable production. However, this does not mean that we simply accept 

everything from a leading brand. If there is cause, we enquire about their sustainability 

policy and its status. On the basis of the HIVOS report, we spoke to a number 

of major international brands. The Greenpeace ‘Dirty Laundry’ report also gave 

cause to raise questions with a number of our leading brand suppliers. They have 

explained to us in writing what they do to prevent abuses. 

In order to gain an idea of where we stand ourselves in relation to leading brands, 

we use the sustainability scores of brand comparison site Rank a Brand (www. 

rankabrand.nl). The site has now ranked 58 footwear brands along with recommendations 

for consumers: 


63


Score Number of brands Percentage 

A Top brand: buy 0 0% 

B On the right track 4 7% 

C Reasonably good, can improve 2 3% 

D First milestones reached, must 

improve 

9 16% 

E Hand still on the purse strings 43 74% 

So the majority of shoe brands (74%) have the lowest score, E. Our brands (Manfield, 

Scapino, Dolcis and Invito) score a D. This is also because in addition to working 

conditions, Rank a Brand focuses on themes which Macintosh Retail Group does not 

(yet) focus on, such as material selection and CO2 emissions. 

TFT, The Forest Trust 

Taking responsibility for the chain starts with making that chain transparent. Only 

once it is clear who all our suppliers are, who supplies them, and how they deal with 

people and the environment, can we improve things. Tracing the problems and resolving 

them demands a lot of local knowledge and research. Gaining transparency 

in a chain means we are automatically dealing with trust, distrust, industrial secrets 

and a reluctance to share information. This is understandable as the parties 

do not know us, or what we do with the information, or whether there will be any 

consequences. To achieve this transparency we work with The Forest Trust (TFT). 

This non-profit organisation works globally to make products most sustainable at 

local level (in forests, on farms and in factories) and improve the lives of workers. 

Our partnership with TFT began in the 1990s at Kwantum. With TFT, we made sure 

that from 2003 on, all garden furniture at Kwantum was made of FSC-certified 

wood. 

Kwantum commits to responsible 

forest management 

Kwantum has signed the Declaration of Intent for a Sustainable Wood 

Retail Sector 2012-2014. By signing this document, Kwantum, together 

with the other parties signing the document, is clearly taking responsibility 

to help prevent illegal logging and committing with unabated ambition to 

responsible and sustainable forest management. 


64 



The chain mapped out: from shoe to cow 

Since 2010, the partnership with TFT has mainly been focused on shoes. Together, 

we have founded the TFT Leather and Shoe Group. This partnership has resulted in 

a supply chain mapping system, in which suppliers are questioned on matters relevant 

to shoe production such as: 

• The origin of materials 

• The environmental impact of tanneries 

• The environmental impact of synthetic materials 

• The use of hazardous substances and adhesives during production and any residual 

substances in the product 

• The recyclability of products 

• The extent to which a factory complies with health and safety standards and 

provides reasonable working conditions 

On the basis of the results of the research, suppliers are ranked at different levels: 

no star, 1 star, 2 stars, and 3 stars. 

Start 

Status is not 

yet known 

We start by mapping the chain of the supplier, under the guidance of TFT. 

Once this has been done, we establish the level of the supplier. 

If the supplier does not receive a star, he must reach level 1 within a year. If 

he does not comply with this or refuses to, he will not be accepted as a 

supplier any longer. 

If the supplier reaches level 1 (1 star), we encourage him to work with us 

towards level 2 (2 stars). However, this is not yet compulsory. 

Supplier status: 

No star 

Improvement 

needed 

The chain has not yet been mapped completely. 

A company has at least 1 star within three years. 

1 star Good The chain has been mapped to the source for all key materials. 

Where necessary, a plan for improvement has been drafted together with 

the supplier, TFT and Macintosh. 

2 stars Better The complete chain for all materials is mapped to the source. 


the supplier, TFT and Macintosh including deadlines. 

The supplier complies with the requirements in relation to the environment 

and working conditions. This has been mapped out by TFT. 

3 stars Best The complete chain for all materials is mapped to the source. 


the supplier, TFT and Macintosh including deadlines. 

The supplier complies with all requirements for a sustainable shoe. This is 

mapped by TFT and verified by an independent third party. 


65


In 2011, we initiated a pilot in order to map the entire chains of five suppliers. These 

manufacturers were selected according to relevance, risk and feasibility. We are 

very pleased that we completed this process successfully for the first three suppliers 

in 2012. This means that we have traced the chain of roughly 150,000 pairs of 

shoes. Two suppliers now comply with level 1 and all three have a plan for improvement 

in order to climb one level. We will set up this process for the two other suppliers 

in 2013. In due course, all our suppliers will have to comply with at least level 

1 (1 star). 

Apex Adelchi Footwear Limited, 

Bangladesh: 

“Our mission is fair growth. Our efforts in terms of the environment 

and improving the lives of our employees mean that we are prepared 

for the future and the challenges it brings. The partnership with 

Macintosh Retail Group and TFT supports us in this.” 

Workshop with Board of Directors and TFT 

In the autumn of 2012, we organised a workshop with TFT and the Board of Directors. 

The current policy and ambitions were discussed, and we decided to keep the bar 

high together. That is why we will continue along the chosen path towards complete 

transparency in our chains and labelling of all our shoes with the TFT label, which 

enables the consumer to see how sustainably our shoes have been produced. 

Hillary Thompson, director 

of The Forest Trust: 

“I commend Macintosh Retail Group for its dedication to sustainable 

shoes in such a complex product group. Our work in 2012 has 

provided a standard which can change the story of shoes for good. 

We will be sharing this story with consumers in 2013.” 

66 



Improving the environmental impact of materials and dyeing and 

tanning procedures 

The main materials used in our products are leather and man-made alternatives to 

leather such as polyurethane (Fashion sector) and wood (Living sector). Together 

with TFT, we examine the possibilities of creating a sustainability policy for these 

materials. We also have a policy to reduce the use of harmful chemicals on the basis 

of our RSL (Restricted Substances List). 

Restricted 

Substances List 

completed 

Use of chemicals 

The manufacture of footwear still makes a great deal of use of environmentally-damaging 

tanning and dyeing procedures. Because of this, Macintosh Retail 

Group drafted a Restricted Substances List (RSL) for all its fashion formulas several 

years ago. The substances on this list are either banned, or their use is restricted 

to a safe level, often by law. The growing knowledge of and interest in the use of 

chemicals of European governments and social organisations means this list gets 

longer and stricter. We updated our RSL in 2012 and in doing so, decided to align this 

with the RSL of the German test institute (CADS). CADS is an organisation that researches 

and shares safe values for chemicals in the footwear industry, preventive 

methods and toxicological information on chemicals used such as chromium VI. 

CADS created its RSL list together with other major shoe retailers. The new Macintosh 

Retail Group list (RSL version 2.0) includes, in addition to substances which are 

prohibited by law by the European REACH legislation, substances which are harmful 

to humans and the environment but do not yet appear in the legislation. 

Leather 

Leather is still a very popular material for shoes. It looks good, breathes and exudes 

luxury and quality. However, the production of leather has a major impact on the 

environment. Leather comes from animals, with the potential loss of rainforest to 

make room for cattle rearing or to grow animal feeds like soya. In addition, the tanning 

and dyeing of leather usually results in pollution. With the aid of the RSL (Restricted 

Substances List) we are trying to reduce the environmental impact. 

We do not yet have a separate sustainability policy for the use of leather. This is 

partly due to a knowledge gap in general and a shortage of sustainable leather. 

Globally, 85% of leather is currently tanned using chromium. This can oxidise during 

storage or transport which creates chromium VI. This substance, which may eventually 

end up in the shoe, is harmful to humans. An alternative involves tanning with 

plant-based materials. This method takes weeks, while tanning with chromium 

takes one day. This drives up the cost of the alternative method, which is therefore 

little used. In addition, the environmental burden of the best chromium-tanned 

leather is not much greater than that of plant-based tanned leather. All in all, it is too 

soon to ban chromium tanning until good alternatives are available. We are keeping 

a close eye on research into making tanning more sustainable and into alternatives. 

When we have enough information, we will develop a policy on leather. In order to 

keep informed we use the expertise of MVO Nederland. As such, both Macintosh 

Retail Group and TFT took part in two meetings organised in 2012 by MVO Nederland 

on the environmental impact of leather. We also followed the developments of 

Research into 

making leather 

more sustainable 


67


the Leather Working Group (LWG) of which TFT is a member. The LWG is part of the 

British industry confederation BLC: British Leather Confederation. We consider 

their leather protocol on the environmental impact of a leather tannery and tracing 

the hides to the source to be best practice. Providing insight into whether the tannery 

complies with the protocol is therefore also part of the supply chain mapping 

system we have set up together with TFT. 

Wood 

Sustainable business practices at Macintosh Retail Group are mainly focused on 

the fashion chains as they provide 75% of turnover. Even so, our first major step in 

making products more sustainable was switching to FSC-certified hardwood. Since 

2003, Kwantum has only sold FSC hardwood. This wood comes from sustainably-managed 

forests. This is important considering that forests are the richest 

ecosystems on the planet. They are important to the continued existence of millions 

of species of plants and animals. 

In 2012, Macintosh Retail Group, the World Wildlife Fund, FSC Nederland and the 

Initiatief Duurzame Handel (Sustainable Trade Initiative) signed the Duurzaam Hout 

Retailsector 2012-2014 declaration of intent. With this agreement we strive for 100% 

certified wood and paper, and we go beyond previous agreements which focus solely 

on hardwood. We set goals with FSC every year, and FSC also checks that we attain 

these goals. We were one of the first retailers to sign as we wish to stay ahead 

of the sector with regard to the use of sustainable timber. 

Fur 

In our opinion and that of many consumers, the use of real fur in fashion is redundant. 

There are excellent alternatives which can barely be distinguished from fur. 

All our stores in the Netherlands have signed the Bont voor Dieren declaration, and 

in the UK our formulas have signed the fur-free declaration of Respect for Animals. 

Jones Bootmaker and 

Brantano UK fur-free 

Despite never having sold fur, Brantano UK and Jones Bootmaker signed 

a ‘fur-free declaration in 2012 in line with the Dutch shop formulas of the 

Macintosh Retail Group. This action transparently shows in a trustworthy 

way that no fur is used in their products. In Belgium, there is no such 

declaration, but our Belgian shop formulas were already fur-free. 


68 



We continually remind our suppliers that we require them to use non-natural fur 

only for our products. We did not find any products in our stores during 2012 which 

contained real fur. Neither did Bont voor Dieren, who we regularly consult, receive 

any fur reports for our stores during 2012. Consumers and volunteers can report to 

Bont voor Dieren if they suspect the use of real fur. 

Rubber 

Our soles are mostly made of rubber. Rubber is made of natural materials like latex 

from trees or synthetic materials like PU. Synthetic materials are increasingly used. 

The choice of a certain material is particularly decisive for the ultimate look of the 

shoe. The woven jute soles of espadrilles bear no comparison to the stiletto heels of 

court shoes. So far we have not fully mapped out the exact environmental impact of 

the various materials and production methods and therefore we have not defined 

any preference for shoe soles. 

Improving working conditions 

In order to monitor and improve the working conditions during the production of our 

shoes, we signed up to the Business Social Compliance Initiative (BSCI) in 2009. 

This means that we use the BSCI code of conduct for our direct suppliers in risk 

countries as defined by BSCI. These are countries with a great likelihood of poor 

working conditions. The ‘risk country’ classification is, in addition to practical experience, 

based on the United Nations’ Human Development Index and the Transparency 

International Corruption Perceptions Index. The code is based on internationally-recognised 

rules and standards in relation to working conditions, such as the 

ILO conventions and OECD guidelines. For example, the code of conduct prohibits 

discrimination, child labour and forced labour. 

Supplier compliance with the BSCI code of conduct is monitored via audits performed 

by independent organisations, among other things. If a supplier complies with 

the code of conduct, he will be audited again in three years’ time. If improvement is 

needed, a plan of action is drafted and depending on the nature of the improvement, 

another audit takes place within a year. BSCI’s working method is depicted in the 

following diagram. 


69


BSCI Code of Conduct 

Communication and Awareness Raising 

Set-up an Internal Social Management System* 

Self-Assessment 

Internal Social Audit 

(every 3 years)* 

Internal Corrective 

Action Plan 

External Initial Audit (every 3 years) 

Internal Corrective 

Phase 

Corrective Action Plans 

BSCI Social Requirements 

(mandatory) 

Best Practice 

(voluntary) 

Successful 

Not successful 

Correction Phase and Advanced Capacity Building 

External Re-Audit 

Not successful 

BSCI Social Requirements 

(mandatory) 

(max 12 months 

after previous Audit) 

Best Practice 

(voluntary) 

Successful 

Definitely not successful 

Consider obstaining 

SA8000 certification 

Reconsider relations 

with supplier 

*This part of the methodology applies only to the primary production sector 

Monitoring compliance with the BSCI code of conduct 

In the 2011 annual report we reported on the BSCI status of the factories in risk 

countries. We also mapped out to a large extent the BSCI status of agents and traders 

in 2012. These are intermediaries who buy and sell footwear. By involving them 

in the efforts around the BSCI code, we increase our influence on factories we do 

not buy from directly. Of the volume of purchases made in 2012 in risk countries (via 

our office in China), 52% complies with the BSCI code of conduct. That means that: 

• The supplier is a member of BSCI. 

• The factory is SA 8000-certified (SA 8000 is a commonly used standard for working 

conditions). 

• The factory is audited according to the BSCI code of conduct with the result of 

‘good’ or ‘improvements needed’. 

70 



In this way we meet the BSCI objective of ensuring that 33% of the purchase volume 

in risk countries complies with the BSCI code within 3.5 years of membership. We 

will continue to map this out in 2013, also for the European suppliers where possible. 

In addition, we invite suppliers to take part in the BSCI workshops and training 

courses. 

Hivos study into child labour 

Research from the Dutch Centre for Research on Multinational Corporations 

(Stichting Onderzoek Multinationale Ondernemingen, or SOMO), Hivos International 

and the Stop Child Labour (Stop Kinderarbeid) campaign shows that 

there are still shoes on sale in the Netherlands which have been made by 

children. It appears that, in such countries as Brazil, China, Vietnam and India, 

children aged 12, 13 and 14 play a part in the production of leather shoes 

from well-known international brands destined for the European market. 

They tan and process leather, attach soles with adhesive or stitch parts together. 

We have now extensively discussed the results of this research and 

the required actions with HIVOS and others. The organisations conclude that 

Macintosh Retail Group has some way to go in terms of making the supply 

chain transparent, but can be considered an industry leader among Dutch 

footwear retailers. 

In the conclusion of the report, the Stop Child Labour campaign wrote: 

“Companies such as (…) and Macintosh Retail Group are open and transparent 

about their product. They set the example in terms of sustainable business 

practices in leather footwear as they focus on improving working conditions, 

the traceability and transparency of the chain. These companies believe 

that it is not enough to have a code of conduct for suppliers or simply to focus 

on direct suppliers. They emphasise the need for transparency and cooperation 

with other stakeholders. These are important and valuable lessons for 

the majority of shoe companies who have a long way to go before they can 

‘guarantee’ that their shoes are manufactured in a ‘child-friendly’ way.” 


Retail Group 

trendsetter in 

corporate social 

responsibility 


71


Logistics 

Following manufacture, our shoes are taken from the factory to our distribution 

centres. This is usually done by boat and partly by lorry or train. In comparison with 

our other chain activities, the environmental impact of our distribution is minor. 

Even so, we are trying to improve it. 

Inspection of 

sea containers 

for gasses 

Inspection for gases in containers 

The incoming goods stream in sea containers is checked for the presence of gases 

(volatile organic compounds, better known as VOC). These substances can be released 

due to the use of solvents during production and inadequate airing prior to 

packing. The checks follow a strict protocol. This means that all containers arriving 

in the Netherlands are tested by a certified testing company. Until now, no incidents 

have occurred among our employees. 

In 2011, 40% of the inspected containers were found to contain high levels of harmful 

substances. Therefore, the containers were aired before being unloaded. In 

2012, we brought the percentage of rejected containers down from 40% to 17%. The 

enforcement policy of the customs authorities in Belgium and the UK are less strict 

than that of the Netherlands. As a proactive measure Macintosh Retail Group has 

therefore decided to inspect sea containers arriving in these countries from 2013 

for the presence of harmful substances. 

We will also work actively with our suppliers to eliminate harmful substances from 

production processes by using different adhesives, for example. The ultimate aim is 

that the products can no longer emit any harmful substances. Our database containing 

all the inspection data will be used in 2013 for the evaluation and monitoring 

of suppliers and for setting up targeted campaigns towards our suppliers. 

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Sales 

Our sustainability policy does not stop at making purchasing transparent and sustainable. 

Providing information to consumers is also a key part of the sustainability 

mission of Macintosh Retail Group. By telling them the story behind the shoes they 

buy, we hope to increase the demand for sustainably-manufactured shoes. This is 

why we encourage the re-use and recycling of shoes and reduce the use of carrier 

bags, and why we want to engage our customers in a dialogue to establish their 

wishes in terms of sustainability. We do this for both our physical store formulas 

and our web stores. Finally, we try to operate more sustainably by reducing the energy 

consumption of our own network of stores, for example by investing in low-energy 

lighting at Kwantum and Scapino. 

A better environment starts in our own stores 

Energy 

A sizeable portion of the environmental impact of our sales organisation is caused 

by energy consumption. The lighting and heating of our stores requires a lot of energy. 

This is why we have been investing for years in energy-saving solutions, such 

as at Kwantum, where €800,000 was spent in 2012 on replacing traditional lighting 

in stores with lower-energy lighting. A total of 57,500 low-energy TLD bulbs were 

installed in Scapino stores, saving approximately 1.4 million Kwh and around 600 

100% green electricity 

in Dutch shops 

Signing an agreement for the purchase of 100% green electricity signifies 

the following step towards a cleaner environment and reducing our carbon 

footprint. The shops, head offices and distribution centres in the Netherlands 

will receive 100% green electricity until the end of 2014. 


tons of CO2 a year. To illustrate: 30,000 trees have to grow for a year to remove this 

quantity of CO2 from the atmosphere. It is effectively a double-edged sword, as 

energy conservation almost always leads to cost savings. 

Macintosh Retail Group buys exclusively green energy for its offices, stores and 

distribution centres in the Netherlands. This power is generated by hydropower 

stations or the combustion of biomass. This means a considerable reduction in our 

CO2 footprint. But even though our energy is green, using less energy is always 

better. That is why we work with an external party to gain a better picture of the 

energy consumption in our stores. In this way, we mapped out the energy consumption 

of all Belgian Brantano stores in 2012. In the Dutch formulas with relatively 

large stores such as Scapino and Kwantum, we register energy consumption with 

smart meters. This allows us to monitor energy consumption in real time and act 


73


quickly if the consumption increases unexpectedly. This is not a viable investment 

for the smaller stores. 

We expect to be able to report visibly lower energy consumption over the course 

of 2013. 

Sustainable packaging 

We have been working for a number of years now to reduce the number of plastic 

carrier bags. At Scapino we no longer provide a plastic bag as standard but ask 

customers if they require one. As a result, we handed out over 7% fewer bags in 

2012 than in 2011 (2,619 kg in 2012 instead of 2,820 kg in 2011). At British Brantano 

stores, we have been charging a small fee for bags since 2011, with the result that 

we gave out more than 25% fewer bags to customers. The bags we did issue were 

made of biodegradable plastic. 

Involving consumers 

We have shown that it is possible to make chains transparent. The next step is to 

share this information with consumers. We are keen to tell them how their shoes 

are made. The supply chain mapping system we discussed earlier in this section 

forms the basis of this communication. Next year we intend to make this information 

available to consumers using a special label with a QR code. The QR code on this 

label can be scanned for further information on the origin of the product. We will 

also highlight the importance of the story behind the product and give consumers 

information on how to be sure the provided information is correct. It is important for 

consumers to be aware of the fact that the information is provided by TFT rather 

than us. 

In future we hope to communicate about sustainability on our shoes directly. In 

some cases, we currently use stickers on the shoes to explain which materials were 

used to make the inner, outer and sole of the shoes. 

At present, we do not receive many queries from consumers in stores regarding 

sustainability. However, we hope to increase the interest in sustainable shoes 

through communication. Honest information is crucial to this. This is why we have 

decided to work with an independent agency (TFT) and to allow the communication 

to go via them in particular. 

74 



The online shoe platform Intreza held talks in 2012 with the sustainability comparison 

site Rank a Brand regarding the possibility of, in the near future, linking shoe 

brands on Intreza.nl directly to their sustainability score on www.rankabrand.nl. We 

hope this sends a clear message to both consumers and suppliers. 

Do a Good Deed with 

Your Old Shoes 

A charitable initiative in the Netherlands and Belgium, the proceeds from 

which are donated to various good causes, such as KiKa, a children’s cancer 

charity, in the Netherlands. KiKa does fundraising for research to help 

speed up the availability of therapies that allow better treatment and 

recovery for children with cancer. 


Recycling shoes 

Also in 2012, we held a large-scale ‘old shoe collection’ campaign in our Brantano, 

Dolcis, Invito, Manfield, PRO and Scapino stores and through our Intreza web store. 

We sold the old shoes to a company that sorts them and ships them to developing 

countries, where they are fixed up and sold on the local markets. This creates work 

for local cobblers, sorters, hauliers and sellers. In addition, the second-hand shoes 

are cheaper and therefore more easily available to the local population. In total, we 

collected 2.3 million pairs of shoes, just as in 2011. The €400,000 raised by the sale 

goes to a range of charities, including the KiKa foundation, which raises funds for 

research into childhood cancers. 

In order to make it possible for online consumers to take part, we work with Kiala. 

Kiala points are places where people can pick up and send packages. With our partnership, 

people can leave their old shoes at service stations on the way to work or in 

the newspaper stand around the corner. 


75


Innovative products – Shoes for diabetics 

Diabetes is unfortunately a disease that is on the rise. In the Netherlands alone 

there are almost a million diabetes patients, and the number increases by 200 every 

day. Diabetes patients often have poor circulation in the feet which can result in 

permanent damage. In order to prevent foot problems, expensive modified footwear 

is often needed. Together with Diabetesfonds Nederland (Dutch Diabetes Research 

Foundation) and our subsidiary Nea International, an expert group was set up with 

scientists and medical experts to develop a comfortable and sustainable shoe: the 

Orchard comfort shoe. The affordable Orchard collection is available to those with 

developing foot problems and consists of seven styles. The shoes are available from 

Scapino, Dolcis and Brantano. The creation of this collection brings good, affordable 

shoes within the range of a large group of people with incipient foot problems 

and may prevent greater problems. This initiative shows that commerce and sustainability 

can work together very well. 

The design of affordable 

comfortable shoes for people 

with diabetes 

Approximately one million people in the Netherlands have diabetes. 

Across Europe, there are millions more. This means diabetes is one of the 

most common diseases. Many people with diabetes develop foot-related 

complications and require specially adapted footwear. 


76 



Risks and risk management 

Introduction 

Doing business means taking risks. To be able to deal with these risks responsibly, it 

is essential to identify them, take decisions accordingly and subsequently manage 

them. Macintosh Retail Group has therefore set up its organisation so as to combine 

effective enterprising with efficiently managing risks. Risk management has become 

a top-of-mind issue and is embedded in the organisation and day-to-day operations. 

This approach fits in perfectly with Macintosh Retail Group’s profile, in which its organisational 

structure, information, state-of-the-art systems and tight control over 

business processes are considered to be key factors in achieving a healthy return on 

capital employed. 

A description of the design and operation of the risk management and control systems 

is provided on the website www.macintosh.nl. 

Developments in 2012 

Macintosh Retail Group operates in the non-food retail trade, which means that it is 

dependent on a number of mainly external factors. 

• Constant changes in consumer behaviour and expectations, partly due to technological 

developments. 

• Fluctuations in consumer spending, mainly as a result of economic conditions and 

outlook. 

• A changing competitive environment. 

• Changes in the supply chain as a result of which the chain becomes more difficult 

to manage. 

• Seasonal patterns and the impact of weather conditions. 

As in 2011, poor market and weather conditions, as well as changes in purchasing 

behaviour, in particular, had a substantial effect on results in 2012. 

The changes in the non-food retail sector and the ever increasing role of online sales 

underscore the need for retailers to adapt to the new retail reality, since the new 

purchasing patterns are here to stay. Responding well to (changes in) consumer 

needs and their environment is what our business is all about. With this in mind, 

Macintosh Retail Group has made clear choices at an early stage. In doing so, we try 

to favourably affect turnover and result, as well as mitigating risks. The aforementioned 

choices are described elsewhere in this annual report. This section discusses 

the measures taken to mitigate risks. 

Effective 

response to 

(changing) 

consumers’ 

needs 

Embedding cross-channel strategy 

Macintosh Retail Group’s decision to opt for a cross-channel approach implies that 

consumers expect synergy between offline and online sales channels, with both 

channels bolstering each other as a result. However, this is not a matter of course, but 

requires processes, systems and organisations to be aligned. In 2012, this process 

was embedded in the organisation through the following measures: 

• Restructuring of Fashion, with a clear segregation of responsibilities between commercial 

and back-office operations. 

• Country organisations, with four specific operating areas at group level operating 

across formats and countries. 


77


• Coordination of cross-channel activities and innovations at group level, with 

responsibility for executing them for each country and format being assigned 

locally. 

• Investing in support systems to leverage customer and supplier management 

within a new retail environment. 

Solid foundation 

for the future 

MacFit 

Changes in purchasing behaviour and the ever increasing role of online sales also 

reduce the number of visits to the traditional bricks-and-mortar stores. As a result, 

profitability per square metre is declining, prompting the question as to when keeping 

a store open becomes too much of a risk. In an effort to fast-track the adaptation 

of Macintosh Retail Group to the new retail reality, the “MacFit” programme was 

adopted at the end of 2012. While reorganising our store network, the programme 

also provided for investment in future growth in order to further consolidate the 

market position of our formats. 

The restructuring of the store network, resulting in the closure of over 110 stores in 

the years ahead, is based on an assessment of all stores which we conducted in 2012. 

As part of this assessment, we examined the contribution to profit and future potential 

of each store in relation to the cross-channel strategy. In doing so, various scenarios 

were identified. Although the remaining stores provide a sound basis for the future of 

Macintosh Retail Group, they, too, have to reduce risks by increasing their resilience. 

Instructions to that effect have been issued to all boards. 

Retention of 

gross margin 

Focus on healthy gross margin 

High inventory levels constitute a potential risk in economically challenging years. On 

the one hand, there is a risk that these products will not be sold, as a result of which, 

particularly in Fashion, they have to be sold at large discounts. On the other hand, 

inventories tie up our working capital substantially. Our boards have had clear 

instructions not to try to maximise turnover or increase market share, but to aim for 

margin retention. As a result, and thanks to a pre- and in-season management 

system introduced in 2011, the gross margin as a percentage of turnover for 2012 

exceeded that of 2011. 

Introduction of group brand and supplier management 

The procurement of goods is one of the riskiest elements of our business. In 2012, 

responsibility for Fashion procurement was largely allocated to brand managers – 

each charged with a specific product group – who enter into central agreements with 

suppliers and are accountable to Group Product House rather than specific formats 

or countries. While those responsible for individual formats will continue to make 

their own individual decisions on products and product ranges, the aspect of procurement 

are set out in central agreements by the brand managers. 

78 



The brand managers may only procure shoes from suppliers that have been selected 

and are continually monitored by the central Group Supply Management department. 

This helps ensure a standardised procurement policy, and allows for suppliers to be 

compared and held accountable on the basis of their performance. In addition to 

price, realised margin, reliability of delivery and volume, the supplier appraisal system 

also, in particular, measures sustainability performance and social compliance 

aspects, assessing them against the framework of standards defined internally. 

Uniform 

purchasing 

policy 

Sale of GP Décors 

Bricks-and-mortar stores with nationwide coverage are considered essential for 

facilitating a cross channel approach. Substantial investments in terms of time and 

resources would have had to be made in France to have GP Décors evolve into a 

nationwide profitable format. As the risk of failure was considered too high, the decision 

was made to focus on the activities of Living in Benelux and sell GP Décors in 

France. The sale was completed in 2012. By focusing on operations in markets in 

which Macintosh Retail Group has leading market positions, such risks are kept in 

check and resources deployed as efficiently as possible. 

UK integration 

When Jones Bootmaker was acquired in April 2011, it was established that this formerly 

family-owned business had been particularly concentrating on purchasing and 

sales processes, rather than on financial processes and risk management. An important 

issue in 2012 therefore was to formalise processes and take them to the level 

required by Macintosh Retail Group. To facilitate the envisaged cross-channel growth 

to maximum effect, it was decided to combine all of Jones Bootmaker’s logistics and 

back-office activities with those of Brantano UK to form Macintosh Fashion UK. The 

head office and distribution centre in Leicester were expanded for that purpose. The 

final step towards integration will be finalised in mid-2013, as a result of which Jones 

Bootmaker’s systems, processes and reporting will be completely up to date. An added 

advantage is that the weaknesses in Brantano’s systems could also be improved 

by applying best practices. The new distribution centre became operational at the 

beginning of January 2013. 

Logistics and 

back office 

activities merged 

in Macintosh 

Fashion UK 

Financial measures 

Ratios have been agreed with banks. Whenever results are under pressure owing to 

poor economic conditions, there is a risk of those ratios being exceeded. Moreover, in 

a tight financial market, it is especially important not to have to turn to banks to request 

a waiver or refinancing. Macintosh Retail Group has always adopted a conservative 

financial policy, resulting in a high buffer capital, particularly in today’s economic 

climate and compared to a large number of other companies. In 2012, Macintosh 

Retail Group especially focused on working capital and debt position to avoid being 

unable to meet the ratios agreed with the banks. 


79


Risk control 

receives the 

necessary 

attention all 

through the year 

Risk management in 2012 

Key pillars supporting Macintosh Retail Group’s risk management mechanism are 

the ‘Macintosh in Control’ (MIC) list and action plans with task assignments complementing 

this list. Each year, these action plans are drawn up for each individual group 

company, containing action points that serve to mitigate the identified risks. The quarterly 

progress reporting mandated by Macintosh Retail Group enables the Internal 

Control and Audit Department to monitor and audit progress. These mechanisms 

ensure that the group companies pay the appropriate attention to risk management 

throughout the year. 

In addition to implementing the points for improvement resulting from the audit on the 

basis of the MIC list and the action plans for each group company, further effort was 

applied to optimising the risk management mechanism in 2012. The principal measures 

taken in this respect in 2012 include the following. 

These internal controls will be tightened on the basis of adjustments, if any, made to 

Macintosh policies relating to compliance aspects (such as the Macintosh ICT Control 

Framework and Tax Control Framework) and internal rules, possibly resulting in the 

introduction of a new version of the MIC list in 2013. 

In 2012, attention was paid to the policy on hedging risks incidental to all significant 

types of planned transactions, as well as any price, credit, liquidity and cash flow risks 

to which the company was exposed. Reference is made to the notes to the financial 

statements. 

Plan of action 

listing people 

responsible for 

results in each 

focus area 

Compliance issues 

In 2011, with the support of Ernst & Young, Macintosh Retail Group made a list of 

issues potentially resulting in compliance risk exposure. Risk estimates were made 

for each issue, with parties fleshing out how risk management should be organised, 

resulting in an action plan with responsible officers being assigned to each area. 

Nearly all working groups (Tax, Social Compliance, Fraud, Continuity management, 

ICT and Intellectual Property) had made progress in fleshing out and implementing 

this risk management mechanism by the end of 2012. 

Fraud (Bribery Act 2010) 

The Bribery Act 2010 (which has been effective since July 1, 2011) concerns legislation 

in the UK on offering, paying, demanding or accepting bribes, and bribery of government 

officials. Unlike what was proposed in the initial Bill, Macintosh group companies 

operating outside the UK cannot be charged under the Bribery Act 2010. 

Each standard issued by the Ministry of Justice in the UK served as a guideline for 

Brantano UK, which followed up on the recommendations made and implemented 

most of them. In doing so, Brantano has taken appropriate steps to manage risks 

adequately in this respect. As Jones Bootmaker’s risk profile is considered similar to 

that of Brantano UK in this area, the standards will be assessed and implemented at 

Jones Bootmaker in 2013. 

80 



Emergency management 

Continuity management is an important issue in the context of risk management and 

insurance policy terms and conditions. It is assessed as part of the annual audit cycle. 

In connection with this, the focus is on: 

• the annual business continuity plan update; 

• annual drills to test the plan’s practical use and keep it alive and relevant among 

key players; and 

• following up on findings/areas for improvement agreed following practice drills 

conducted in collaboration with the Internal Control and Audit Department. 

In 2012, Kwantum, Halfords and NEA were the last Macintosh group companies to 

draw up and update the business continuity plan using the Macintosh template. The 

changes within Fashion UK and Fashion NL resulting in the establishment of country 

organisations have an impact on logistical and other business processes. This in turn 

has an effect on the risk exposure underlying the design of the business continuity 

plan. As a result, these organisations will review the plans’ fundamentals and make 

adjustments accordingly in 2013. 

Macintosh ICT Control Framework 

Many technological changes are taking place in the area of ICT. The existing procedures 

focusing on process continuity, ensuring data integrity and preventing data and 

system abuse, among other things, had to be tightened as a result. In 2011, a project 

was launched aimed at setting up a Macintosh ICT Control Framework (MICF), using 

the COBIT (Control Objectives for Information and related Technology) framework, 

among others, as a reference. 

In connection with this, the following actions, among others, were taken in 2012: 

• The information security policy was regularly submitted to the Managing Board, 

with new policies, including the “Macintosh network security policy” and the 

“Macintosh secure remote access policy” being formally approved. 

• Mandatory measures within the context of ICT self-assessments were tested as to 

being complete and up to date, since the risks arising from new technological 

changes (web applications, mobile equipment, among others) and user expectations 

(for example, teleworking) require different policies. 

• These tests were used to draw up the “information security” action plan, which will 

be implemented further in 2013/2014. 

The MICF will be fleshed out in further detail in 2013. 

Tax Control Framework 

In 2012, Macintosh took the first step towards defining and introducing a Tax Control 

Framework which aims to ensure accurate, complete and timely filing of all tax 

returns by the organisation, as well as timely and transparent communications with 

the tax authorities on this. 


81


Risk management relating to cross-channel processes 

Cross-channel is a key focus area for Macintosh Retail Group. To be able to facilitate 

this trend and apply the latest developments from a technological point of view, without 

having to reinvent the wheel, the majority of the Macintosh websites have migrated, 

in terms of functionality, technology and operations, to the standard Macintosh 

Cross Channel platform. When it comes to risk management, a uniform platform 

offers advantages, as risks can be managed under a generic risk management plan, 

whereas poor risk management may have a substantial impact (for example, on a 

company’s reputation). Since all Macintosh websites are expected to have migrated to 

this standard platform in the course of the second quarter of 2013, this platform was 

scrutinised at the time the risk management activities were conducted in 2012. 

Websites 

migrated to 

the standard 


Cross Channel 

platform 

Schermdump 

Dolcis 

Manfield 

During the 2012 external audit performed to establish the vulnerability of the web 

application and network infrastructure (using the Dutch government’s “Web application 

security framework” posted on Govcert.nl as a standards framework), no highrisk 

issues were identified. However, a number of medium- and low-risk issues were 

identified, which were, or will be, resolved in increasing order of potential impact. 

As from January 1, 2013, the Macintosh platform conforms to the new cookie legislation, 

which became effective in the Netherlands on July 1, 2012. As for websites which 

had not yet emigrated to the new platform as at January 1, 2013 (NEA, Kwantum and 

Halfords), installation of a tool ensuring compliance is currently being looked into. 

82 



Main points in auditor’s management letter 

As in 2011, the Managing Board is of the opinion that informing shareholders of the 

auditor’s main findings relating to risks and risk management as part of the risk 

review process can be useful. 

Macintosh Retail Group has engaged Ernst & Young Accountants LLP, as its external 

auditor, to audit the financial statements. As part of this audit, the external auditor, 

in addition to issuing an independent auditor’s report, sets out its findings in a 

management letter and audit report each year. These reports were issued to and 

discussed with the Managing Board and Supervisory Board, respectively. Among 

other things, the external auditor tested the adequate operation of internal control 

procedures and compliance with laws and regulations in the context of, and to the 

extent relevant to, the audit of the financial statements. 

In the opinion of the external auditor, the internal control systems, to the extent 

reviewed as part of the audit of the financial statements, met the requirements set 

for managing risks in the year under review. Areas for (further) improvement include 

the level of internal control required during integration processes, in particular 

relating to the integration of back-office activities and systems of the Dutch fashion 

operations. In connection with this, the external auditor recommended that these 

processes and systems be taken to the level required by Macintosh Retail Group. 

Furthermore, the external auditor established that the level of internal control 

exercised at the format acquired in 2011 had improved, but had not yet reached the 

level required by Macintosh Retail Group. 


83


Conclusions 

The risk assessment was updated in 2012 and, where necessary, additional measures 

taken or systems designed to manage significant risks in the best possible way and to 

be able to report on them. In addition, the effective operation of existing risk management 

and control systems was reviewed using the formal processes, reports and 

reviews available. The group again made significant progress on the action plans with 

task assignments, further raising the level of risk awareness within Macintosh Retail 

Group as a whole. 

The status of risk management at Macintosh Retail Group was discussed during a 

meeting with the Audit Committee and the Supervisory Board in December 2012. 

It was established that the internal risk management system had functioned well in 

the year under review, concluding that no disproportionate risks had been identified, 

but urging that the processes and systems in place at Fashion NL and the new 

cross-channel activities be brought more into line with Macintosh Retail Group’s 

standards in 2013. 

Issues in 2013 

Identifying new risks and modifying systems where necessary is an ongoing process 

which continues to be one of the Managing Board’s priorities. Besides the aforementioned 

issues for 2013, the following points have been added to the action list: 

• The further development of the Tax Control Framework (TCF). 

• Cross channel: Risk management relating to the Macintosh eCommerce platform 

(both in terms of operation and development) will be upgraded in a structured way. 

The Internal Control and Audit Department will support this essential improvement 

project, intensively monitoring its progress and effectiveness. 

• The Internal Control and Audit Department will likewise closely monitor the risk 

management system in place at the Fashion NL and Fashion UK country organisations 

established in 2012, providing support where necessary. 

The fashion and living sectors in which Macintosh Retail Group operates are susceptible 

to cyclical trends, which is reflected in declining consumer spending 

when times are tough. It is obvious that, in times of economic uncertainty, a number 

of mainly commercial and market-related risks will arise which Macintosh 

Retail Group can only influence to a limited extent. This will not be any different in 

2013. 

84 



Governance and responsibility 

statements 

Governance 

The General Meeting of Shareholders held in 2010 discussed the way in which Macintosh 

Retail Group complies with the Corporate Governance Code. 

Macintosh Retail Group has opted for a different approach to two provisions of the 

Code. This approach was explained in detail during the meeting. Macintosh Retail 

Group complies fully with the Code on the basis of this “comply or explain” principle. 

The two provisions are set out below. 

II.1.1 

The employment contracts with the current members of the Managing Board have 

been concluded for an indefinite period of time instead of consecutive four-year 

periods. New members of the Managing Board will be appointed under a mandate 

for consecutive four-year periods, unless there are exceptional reasons for deviating 

from this rule. 

II.2.8 

Macintosh Retail Group does not apply a maximum compensation for members of the 

Managing Board who are dismissed, the bottom line being, in the event dismissal 

compensation is granted, that Macintosh Retail Group does not reward members of 

the Managing Board for performing poorly. However, contracts of new members of 

the Managing Board will in principle include maximum compensation equalling one 

year’s fixed remuneration. 

The Managing Board and the Supervisory Board will continue to be responsible for 

corporate governance at Macintosh Retail Group. All major changes to its structure 

and to compliance with the Code will be submitted as separate agenda items for discussion 

by the General Meeting of Shareholders. 

Macintosh Retail Group’s corporate governance structure, including the functioning 

of the General Meeting of Shareholders and its principal powers, the rules for 

appointing and replacing members of the Managing Board and Supervisory Board, 

the rules for amending the Articles of Association and the powers granted in the event 

of the issue or repurchase of shares, as well as the way in which Macintosh Retail 

Group complies with the Code, are set out in detail on the website www.macintosh.nl. 

Responsibility statements 

Each member of the Managing Board hereby states that, to the best of his knowledge: 

1. The financial statements for the 2012 financial year give a true and fair view of the 

assets, liabilities, financial position and profit of Macintosh Retail Group NV and the 

group companies included in the consolidation. 

2. The Report of the Managing Board includes a fair review of the position of the group 

at the balance sheet date and of the development and performance of Macintosh 

Retail Group NV and its affiliated companies during the financial year for which the 

financial information is set out in the financial statements. 

3. Pages 77 to 84 of the Report of the Managing Board set out the main features of the 

management and control systems, as well as the actual risks Macintosh Retail 

Group faced in 2012. A more detailed description can be found on www.macintosh.nl. 

The Managing Board undertakes to accept responsibility for the design and 

operation of internal risk management and control systems tailored to Macintosh 


85


Retail Group. In 2012, the Managing Board conducted independent and systematic 

analyses and reviews of relevant significant risks and the internal control structure. 

On that basis, the Managing Board declares that, to the best of its knowledge, the 

internal financial reporting control system provides reasonable assurance that the 

financial reporting is free of material misstatement; it also concludes that the internal 

risk management and control systems operated effectively in the year under 

review. 

The risk management and control systems in place significantly reduce the risk of 

incorrect decisions being made, control processes being deliberately avoided and 

laws and regulations not being complied with. However, it is virtually impossible to 

identify, or fully document and control, all risks at all times. As a consequence, the 

existing systems will never provide an absolute level of assurance against the failure 

to achieve targets, nor will they be able to prevent all instances of material 

misstatement, including loss, fraud or violations of laws and regulations. 

4. In 2012, no exceptional transactions were conducted between Macintosh Retail 

Group and natural persons or legal entities holding at least 10% of the shares in 

Macintosh Retail Group; and 

5. There were no significant transactions in 2012 involving conflicting interests between 

the members of the Supervisory Board and/or the members of the Managing 

Board of Macintosh Retail Group. Nor were any material transactions conducted 

between Macintosh Retail Group and natural or legal entities holding at least 10% 

of the shares in Macintosh Retail Group. 

Maastricht-Airport, the Netherlands 

February 26, 2013 


F.K. De Moor, CEO 

E.M.H. Coorens, COO 

T.L. Strijbos, CFO 

F.l.t.r. Theo Strijbos, Frank De Moor and Eric Coorens 

86 


Report of the Supervisory Board 


for 2012 

To the shareholders 

The financial statements 2012 were completed by the Managing Board on February 

26, 2013. Ernst & Young Accountants LLP have audited and issued an unqualified 

auditor’s report on the financial statements 2012. Following a preliminary meeting with 

the Audit Committee, the Supervisory Board discussed the report of the Managing 

Board for 2012 and the financial statements 2012 with the Managing Board on February 

26, 2013, in the presence of the external auditor. On that same date the Supervisory 

Board co-signed the financial statements 2012 in accordance with the provisions of 

Section 101(2) of Book 2 of the Dutch Civil Code*. The financial statements 2012 will 

be submitted to the General Meeting of Shareholders of April 25, 2013, with the 

recommendation that they be adopted. 

The full financial statements 2012 can be found in the digital version of the annual 

report and accounts for 2012 published on www.macintosh.nl. A condensed version 

of the financial statements 2012 can be found on pages 101 to 119 inclusive of the 

printed version of the annual report and accounts for 2012. 

* The preparation of the financial statements 2012 is a responsibility of the Managing Board, subject to supervision 

by the Supervisory Board. The fact that the Supervisory Board has co-signed the financial statements 

2012 should not be interpreted, therefore, as a statement pursuant to Section 5:25c(2) of the Dutch 

Financial Supervision Act. 

Macintosh Retail Group in 2012 

Major decisions and events 

In 2012 market conditions were poor and spending declined while the retail landscape 

was changing rapidly. The Supervisory Board held extensive discussions with the 

Managing Board in 2012 on the commercial and organisational consequences of 

this situation for Macintosh Retail Group. These discussions resulted in a number of 

decisions that enabled the company to further implement its transformation from a 

traditional retail business to a cross-channel retailer, a process that was launched 

back in 2011. The Supervisory Board is pleased to observe that Macintosh Retail 

Group has been able to take various initiatives and measures while in good financial 

health and has moreover proved capable of generating a markedly positive operating 

EBIT during this transitional phase. The Supervisory Board wishes to express its 

gratitude for this to the Managing Board and to all employees. 

Given the fact that cross-channel retailing calls for a different mind-set at all levels 

of the organisation, the management of Macintosh Retail Group was a priority item 

on the agenda of the meetings between the Supervisory Board and the Managing 

Board in 2012. This mainly concerned the implementation and elaboration of the 

country structure in Fashion, which is supported by group directors and the Management 

Board at the central level across countries and retail formulas. This new 

structure and the launch of operational cross-channel country teams and group 

cross- channel management will ensure the further development and integration of 

the old and the new retail world while retaining earning capacity and local market 

approaches. This new structure was finalised in 2012. 


87


In order to ensure support for the country organisations while achieving optimum 

alignment of processes and systems, the Supervisory Board accepted proposals by 

the Managing Board to merge the various back-office processes within individual 

countries also in a physical sense. This resulted in the integration of Hoogenbosch 

and Scapino into Macintosh Fashion NL, in the merger of Jones Bootmaker and 

Brantano UK into Macintosh Fashion UK – including an extensive adjustment to the 

Leicester distribution centre – and in the decision to transfer all Belgian Scapino 

activities to Brantano BeLux under the flag of Macintosh Fashion BeLux in 2013. 

Thanks to these changes, Macintosh Retail Group’s back-office structure is now 

ready for the future. 

Needless to say, our discussions with the Managing Board frequently centred on the 

term “online”. The umbrella footwear platform Intreza played a prominent role in 

this regard, since it is one of Macintosh Retail Group’s most visible online activities 

to the outside world. The experiences gained with Intreza were among the factors 

that led the Supervisory Board and the Managing Board to conclude that the online 

business as such, in terms of financial rewards, is not the future of Macintosh Retail 

Group. This confirmed the appropriateness of the cross-channel strategy launched 

at the beginning of 2011, which capitalises on a mutual reinforcement of the different 

sales channels so as to serve customers at any moment they wish to make a 

purchase. The introduction of Intreza Shoepoints in all footwear stores of the group 

in the Netherlands and a whole range of other initiatives were a logical consequence 

of this strategy. It is also gratifying to note that online sales increased substantially 

in 2012, and that the cross-channel approach has proved to be profitable at Macintosh 

Retail Group thanks to the use of existing infra structures. 

Macintosh Retail Group has opted for a cross-channel approach in anticipation of 

changes in consumer purchasing behaviour. Bricks-and-mortar stores feature 

prominently in that approach. At the same time, however, it is becoming more and 

more evident that the growing role of online sales is increasingly reducing our 

customers’ interest in visiting stores in shopping streets and shopping centres. The 

Supervisory Board and the Managing Board already discussed the consequences of 

this development for our retail portfolio in 2011. This resulted in an evaluation of 

each individual store, in 2012, on the basis of a number of scenarios. The provisional 

conclusions were discussed during the Supervisory Board meeting of December 

2012. The MacFit transformation programme was adopted at an extra Supervisory 

Board meeting on January 18, 2013. This included approval of the one-off negative 

effect of the programme on EBIT in the amount of € 39.0 million (non-cash). According 

to the Supervisory Board, the various initiatives from the MacFit programme and 

the restructuring of the retail portfolio represent timely and appropriate steps taken 

by Macintosh Retail Group in response to the new retail reality. 

During 2012, the Supervisory Board and the Managing Board devoted much of their 

attention to economic developments and the impact of those developments on 

consumer spending. In 2012, the substantial downward adjustment of prospects for 

growth in the years to come made it necessary, under IFRS, to recognise writedowns 

on the goodwill paid in the past on the acquisitions of Scapino and Brantano. 

An analysis produced by the Managing Board within this context was discussed at 

88 



the December 2012 meeting, followed by the decision on January 18, 2013 to charge 

an amount of € 96.3 million to EBIT for 2012 (non-cash). No impairment needed to 

be recognised with respect to Jones Bootmaker, acquired at the beginning of 2011. 

The Supervisory Board concurs with the Management Board that Scapino and 

Brantano, both of which were acquired before the crisis hit, will continue to make 

valuable contributions to the future of Macintosh Retail Group. 

Despite the difficult home decoration market, Kwantum continues to contribute 

positively to EBIT of Macintosh Retail Group. This did not apply to the French home 

decoration chain GP Décors, however, which prompted the decision to dispose of 

this asset in mid-2011. The sale of GP Décors was effected in July 2012, with the 

approval of the Supervisory Board. The Supervisory Board and the Managing Board 

continue to see favourable prospects within the group for Kwantum, which will 

benefit from the cross-channel experiences gained in Fashion. 

Net profit and distribution to shareholders 

The net profit on continuing operations was € 10.0 million, compared with € 22.0 

million in 2011. However, the overall net result amounted to - € 126.0 million, due 

in particular to the one-off negative effects of MacFit and the goodwill impairment. 

The Managing Board has expressed the intention to submit a proposal to the shareholders 

to charge the loss for 2012 to the distributable equity, in accordance with 

Article 33, paragraph 4 of the Articles of Association. The Supervisory Board has 

accepted that proposal. After this, Macintosh Retail Group will still retain a strong 

solvency ratio of well above 43%. 

In addition, the Managing Board has proposed to the Supervisory Board that the 

non-recurring circumstances in 2012 should not be taken into consideration and 

that a distribution should be made to the shareholders equalling € 0.20 per share or 

nearly 50% of the net profit on continuing operations of € 10.0 million. The Supervisory 

Board has accepted both proposals. During the General meeting of Shareholders, 

therefore, it will be proposed to the shareholders to distribute a total amount of 

nearly € 4.9 million and to charge that distribution to the reserves in accordance 

with Article 34, paragraph 2 of the Articles of Association. 

Supervisory Board 

Composition and performance in 2012 

Mr Van Dalen was officially scheduled for retirement in 2012 and was available for 

reappointment. Mr Van Dalen was first appointed in 2003, having been nominated by 

the Central Works Council. In 2012 the Central Works Council, within the context of its 

statutory authority, indicated its intention to propose Mr Van Dalen for reappointment. 

The Supervisory Board then proposed to the General Meeting of Shareholders that 

Mr Van Dalen be reappointed for a new and final 4-year period in view of his profile 

and capacities and the manner in which he had performed his supervisory in previous 

years as supervisory board member and as chairman of the Audit Committee. The 

General Meeting of Shareholders accepted this nomination unanimously. 


89


In 2012 the Supervisory Board was composed as follows: 

* A. Nühn, chairman and member of the Remuneration and Appointments Committee. 

* Mr C.H. van Dalen, vice chairman and chairman of the Audit Committee. 

* Mr W. Dekker, member, member of the Remuneration and Appointments Committee 

and member of the Audit Committee. 

* Mr J.E. Lagerweij, member and chairman of the Remuneration and Appointments 

Committee. 

Supervisory board members are selected primarily on the basis of their knowledge, 

expertise, personality and experience and, as a secondary criterion, on the basis of 

diversity in terms of nationality, gender and age. The Supervisory Board is subjected to 

a thorough evaluation procedure in order to guarantee its effective performance and 

further develop its professional capabilities in view of the nature and size of the 

operations of Macintosh Retail Group. That procedure takes account of requirements 

in terms of the composition, knowledge and experience of the Supervisory 

Board and its various committees, the need for effective interaction among its members, 

the organisation of meetings and the provision of information, as well as the 

relationship with the Managing Board. This annual evaluation is conducted at the 

end of the year and discussed at the Supervisory Board meeting of December. That 

discussion may result in a list of required actions and decisions, if applicable. 

According to the Supervisory Board, its composition in 2012 was well suited to the 

needs of Macintosh Retail Group thanks to the extensive management experience 

of all of its members at international listed and unlisted enterprises, as well as to 

the personal qualities of its individual members. Mr Dekker, Mr Lagerweij and 

Mr Nühn have experience in retail and in the marketing of consumer products, while 

Mr Van Dalen is recognised as a financial expert within the meaning of corporate 

governance provision III.3.2. In addition, the Supervisory Board members possess 

the knowledge and skills they need to be able to perform their duties independently 

and with a critical attitude both towards their peers and towards the Managing 

Board. The evaluation has found no evidence of sub-standard performance, structural 

differences of opinion or conflicts of interests. 

The composition of the Supervisory Board in 2012 satisfied the independence standards 

laid down in the corporate governance code. 

The evaluation has also revealed a need within the Supervisory Board - especially 

after the expected retirement of Mr Lagerweij - for members with more extensive 

knowledge of retail, preferably in combination with Fashion and experience in the 

world of online business. 

Vacancies in 2013 

The first term of office of Mr J.E. Lagerweij as a member of the Supervisory Board 

will end after the General Meeting of Shareholders of April 25, 2013. Mr Lagerweij 

has indicated not to be available for reappointment, since his reappointment would 

mean that he holds more positions than permitted under the Management and 

Supervision (Public and Private Companies) Act, which entered into effect on January 1, 

2013. 

90 



The chairman of the Supervisory Board, Mr A. Nühn, is not officially scheduled for 

retirement until 2014, by which time he would have completed his third term of 

office and, as such, would no longer be eligible for reappointment. However, in 

December 2012 Mr Nühn indicated that he was considering resigning as early as 

in 2013 in connection with the Management and Supervision (Public and Private 

Companies) Act, provided that a suitable successor could be found. 

The Remuneration and Appointment Committee and the Supervisory Board held 

extensive consultations on the vacancy that will arise following the departure of 

Mr Lagerweij, as announced by him last autumn, and the possible vacancy in connection 

with Mr Nühn’s premature resignation. Various scenarios were discussed, 

as well as alternatives regarding the number of Supervisory Board members. A 

search for suitable candidates was launched, with a particular focus on retail experience, 

financial expertise and gender in addition to the usual quality requirements. 

The Supervisory Board is pleased to have found two persons who seem perfectly 

suited to become member of the Supervisory Board. 

Mr L. Lindelauf (61), a member of the Managing Board of Randstad Holding NV, has 

many years of international management experience at a company that focuses on 

brand building and on services via a nationwide branch office network, and where 

online developments are playing an important role. 

Ms C. De Geyseleer EMBA (44) has gained considerable financial experience at various 

international businesses and served as a senior auditor at Ernst & Young in 

Belgium. Currently CFO of Vodafone Libertel BV (the Netherlands), Ms De Geyseleer, 

who is of Belgian nationality, works at a company that sets great store by consumer 

services and online business. 

At the Supervisory Board meeting of February 26, 2013, Mr Nühn formally announced 

his decision to resign from the Supervisory Board as of March 1, 2013. The Supervisory 

Board granted his request, while expressing its gratitude to Mr Nühn for the many 

services rendered to Macintosh Retail Group. 

The Supervisory Board then decided to appoint Mr Van Dalen as chairman of the 

Supervisory Board with effect from March 1, 2013. 

During this meeting it was also decided to propose Mr Lindelauf and Ms De Geyseleer 

to the General Meeting of Shareholders as new Supervisory Board members, each 

for a period of four years from the date of the meeting. For the actual text of the 

proposal and background information about the new Supervisory Board members, 

please refer to the agenda and notes of the meeting. 

Following the appointments in accordance with the proposal, the Supervisory Board 

will nearly satisfy the requirements laid down in Section 391(7) of Book 2 of the 

Dutch Civil Code as regards a balanced representation of men and women on the 

Supervisory Board with a minimum of 30% females in the Supervisory Board. 


91


If both the nominated candidates are appointed, the resignation schedule for Supervisory 

Board members will change as follows: 

2014: No vacancy. 

2015: Mr W. Dekker. 

2016: Mr C.H. van Dalen. 

2017: Mr L. Lindelauf and Ms C De Geyseleer. 

Despite the fact that there is no vacancy scheduled for 2014, the Supervisory Board 

will actively search for a Supervisory Board member with experience in Fashion 

retail and experience in the world of online business. If such a person is found the 

Supervisory Board intends to expand the number of Supervisory Board members to 5. 

Meetings in 2012 

In 2012 the Supervisory Board held five regular meetings and one interim meeting. 

One Supervisory Board member was unable to attend one meeting. All meetings were 

attended by the members of the Managing Board and by the Company Secretary, 

with the exception of the interim meeting, which one Managing Board member was 

unable to attend. 

The Supervisory Board was informed effectively, extensively and in a timely manner, 

and all of its meetings were carefully prepared. Furthermore, the Supervisory Board 

received financial updates plus notes on a monthly basis, enabling it to keep track 

of current developments at Macintosh Retail Group. In 2012, therefore, as in previous 

years, the Supervisory Board was closely involved in the development of Macintosh 

Retail Group and was able to form a realistic opinion on strategic, financial, commercial, 

operational, organisational and personnel trends and on corporate social 

responsibility issues. 

There were also regular contacts between the Supervisory Board and the Managing 

Board outside the meetings. In addition, the chairman of the Supervisory Board and 

the chairman of the Audit Committee had regular contact with the CEO and the CFO, 

respectively, on a range of current topics. 

The regular meetings were held according to a fixed schedule and were used to 

discuss developments and trends at Macintosh Retail Group, including developments 

in turnover, results, the balance sheet, cash flows and ratios. Those developments 

were compared with the set targets and with the budgets approved by the Supervisory 

Board and the relevant financial forecasts. During these meetings the Supervisory 

Board also discussed general developments in the retail business, and the way in 

which Macintosh Retail Group is responding to those developments. Frequent subjects 

which were discussed during the meetings were: 

• Strategy. 

• Operational performance. 

• Transformation to cross-channel retailer. 

• Financial structure. 

• Risk management. 

• Organisation and human resources. 

Below is a list of the main issues discussed at the February meeting: 

• The 2011 management report, including activities in the field of corporate social 

responsibility. 

92 



• The financial statements for the 2011 financial year, discussed in the presence of 

the external auditor, who reported on its findings during the audit. 

• Profit appropriation and dividend. 

• The press release on the annual figures for 2011. 

• Variable remuneration for the members of the Managing Board in 2011, variable 

remuneration targets for 2012 and the remuneration report. 

• Agenda of the General Meeting of Shareholders. 

• Progress made in the sale of Halfords and GP Décors. 

• Progress made in the introduction of a country structure for Fashion Netherlands. 

The main focus of the April meeting was on: 

• Discussion of the quarterly results and the press release. 

• Preparation for the General Meeting of Shareholders. 

• Update on the integration / risk management of Jones Bootmaker. 

• Segmentation in the financial statements. 

The subsequent meeting in July mainly focused on: 

• Turnover and results for the first six months of 2012, discussed in the presence of 

the external auditor. 

• Press release on the semi-annual figures for 2012. 

• 2012 Audit Plan. 

• Forecast-1 2012. 

• Interim adjustment to the 2012 investment plan. 

• Update on the organisational structure. 

• Cross-channel approach. 

• Update on the integration of UK / risk management of Jones Bootmaker. 

• Progress made in the sale of Halfords and GP Décors. 

• Overview of the legal, tax and financial structure of Macintosh Retail Group. 

The extra meeting in September focused mainly on the development of the result 

relative to the development of the cash flow, and on the agreement with the banks. 

The emphasis during the October meeting was on: 

• third-quarter figures and trading update. 

• Long-term plan for 2013–2015. 

• Insight into the steering information systems (Smart). 

• Progress made in connection with Halfords. 

• Update on the integration of UK / risk management of Jones Bootmaker. 

The last meeting of 2012 took place in December. On that occasion the Supervisory 

Board, without the Managing Board being present, discussed its own composition 

and performance and that of the Managing Board, as well as their mutual relations. 

Other items discussed at this meeting were the following: 

• Trading results and annual result estimate for 2012. 

• 2013 Budget. 

• Plans covering capital expenditure, associates, loans and guarantees for 2013. 

• Pensions update. 

• Goodwill impairment and provisions. 


93


• Risk management in 2012/2013. 

• Status of hedge accounting. 

• Supervisory Board vacancies. 

• Adoption of fixed remuneration for the members of the Managing Board in 2013, 

and variable remuneration targets for 2013. 

• Options to be granted in 2013. 

• Progress made in connection with Halfords. 

• Presentation on Dolcis 3.0 update. 

Meetings of the committees 

The Audit Committee had a separate meeting with the Managing Board and the 

external auditor in February 2012, and another meeting with the Managing Board, 

the Supervisory Board and the external auditor in July, followed by a meeting with 

the Managing Board and the Supervisory Board in December. 

The February meeting covered the 2011 annual figures and included extensive 

discussions on the income statement, appropriation of profit, the balance sheet, the 

cash flow statement, the changes in equity, the financing risks, contingent liabilities 

and capital expenditure. The participants also discussed the external auditor’s 

report on the audit findings, the financial reporting process and the letter of representation 

of the Managing Board. Other items on the agenda were compliance with stock 

exchange related laws and regulations, an update on the tax position of Macintosh 

Retail Group and insights regarding segmentation in the company’s financial reporting. 

In addition, the meeting addressed the performance of the external auditor, 

the costs of the audit of the company’s financial statements and the proposal to the 

General Meeting of Shareholders to reappoint the external auditor. 

The issues mentioned above were also discussed during the combined meetings 

with the Supervisory Board in August and December. The parts of the combined 

meeting addressing audit-related issues were chaired by the chairman of the Audit 

Committee. 

The Remuneration and Appointment Committee met twice in 2012, in February and 

December. The February meeting mainly concerned the variable remuneration of 

the Managing Board for 2011, the variable remuneration targets for 2012 and the 

remuneration report. The December meeting focused on the evaluation of the 

Supervisory Board and the Managing Board, the fixed remuneration of the Managing 

Board in 2013, the granting of employee share options and vacancies in the Supervisory 

Board in 2013 (also in connection with the Management and Supervision 

[Public and Private Companies] Act). Both meetings addressed the issue of continuity 

of management and the quality of the directors and management of the group 

companies. 

Remuneration 

On April 27, 2011, the General Meeting of Shareholders set the remuneration for 

members of the Supervisory Board and the Supervisory Board chairman at € 30,000 

and € 37,500 respectively. The members of the Audit Committee and the members 

of the Remuneration and Appointments Committee were granted an allowance of 

€ 3,000 and € 1,500 respectively. These levels of remuneration remained unchanged 

in 2012. 

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Composition and performance 

One of the responsibilities of the Supervisory Board is to ensure that the Managing 

Board is composed of the right people, has the required knowledge and skills 

in-house and functions effectively. Every year the individual Supervisory Board 

members evaluate the performance of the Managing Board as a whole and the 

performance of its individual members by completing the appropriate evaluation 

forms containing specific and general questions. The conclusions are discussed in 

the Remuneration and Appointment Committee and, subsequently, with all members 

of the Supervisory Board outside the presence of the Managing Board. 

The Supervisory Board is of the opinion that the Managing Board has a balanced 

structure, operates on the basis of mutual harmony among its members and is 

equipped to look after the interests of Macintosh Retail Group. In 2012 the Supervisory 

Board found no evidence of sub-standard performance, structural differences of 

opinion or conflicts of interests. The Supervisory Board has no special comments 

with regard to any of the Managing Board’s individual members either. 

Remuneration policy 

During the General Meeting of Shareholders in 2011, the Supervisory Board 

explained that the current options and remuneration policy for the Managing Board 

is simple and transparent and will promote the interests of Macintosh Retail Group 

in the medium and long term. This was confirmed by the General Meeting of Shareholders. 

Variable remuneration in 2012 

Under the present system the variable remuneration for members of the Managing 

Board cannot exceed 50% of their gross annual fixed salary. The level of the variable 

remuneration is linked to the development of EBIT relative to the budget approved 

by the Supervisory Board (22% maximum), the ROCE in relation to that budget (15% 

maximum) and the specific targets to be determined by the Supervisory Board on an 

annual basis (13% maximum). 

In 2012 the variable remuneration was subject to achievement of the following targets: 

• Implementation of the cross-channel strategy. 

• Implementation of the country structure for Fashion. 

• Integration of Fashion UK. 

• Implementation of the CRIATE 2.0 corporate social responsibility programme. 

For the year 2012 the Supervisory Board set the portion of the variable income relating 

to EBIT and the portion relating to the ROCE at 0% of the fixed remuneration, and 

set the portion relating to the four specific targets at 13%. 

This works out at a variable remuneration of € 62,119 for Mr De Moor, € 42,150 for 

Mr Coorens and € 42,150 for Mr Strijbos for the year 2012. 

We refer to the remuneration report and the financial statements 2012 for a breakdown 

of the fixed and variable remuneration, pension costs and share options for the 

Managing Board in 2012. 


95


Remuneration and share options for the Managing Board in 2013 

As regards the fixed remuneration component, the Supervisory Board has expressed 

its intention to commission an independent benchmarking study every other year 

and to leave things unchanged in the intervening years, save in the event of extraordinary 

circumstances and index-linked increases. The study performed by Hay 

Group in late 2012 led to the conclusion that the remuneration for the Managing 

Board is in line with the market and that there is no reason, therefore, to adjust the 

fixed salary in 2013. 

In view of the difficult market conditions and the developments in results, no indexlinked 

increase will apply to the Managing Board in 2013 either, which means that 

its members are subject to the same rules as those that apply to all other employees. 

The fixed remuneration for the Managing Board members in 2013 has remained 

unchanged relative to 2012 and is set at € 477,838 for Mr De Moor and € 324,234 for 

Mr Coorens and Mr Strijbos. 

Data on the specific targets applicable to the variable remuneration in 2013 (representing 

a maximum of 13% of the fixed remuneration in 2013) qualifies as competition 

sensitive information, which is why further details cannot be provided at this time. If 

the Managing Board succeeds in achieving all targets in full, the maximum variable 

remuneration for 2013 will be € 238,919 for Mr De Moor and € 162,117 for Mr Coorens 

and Mr Strijbos each. 

The Supervisory Board has decided to award a total of 145,000 (2012: 145,000) options 

on shares in Macintosh Retail Group NV to the members of the Managing Board, of 

which 55,000 to Mr De Moor and 45,000 to Mr Coorens and Mr Strijbos each, to be 

granted on the day of publication of the annual figures for 2012 (February 28, 2013). 

The exercise price of the options equals the average of the closing prices of the 

relevant shares on the three trading days preceding February 28, 2013. The options 

have a period to expiry of five years and may be exercised subject to the condition 

that the option holder is still employed by Macintosh Retail Group three years after 

they were granted. 

Risk management 

Our 2011 report observed that, on the issue of risk management, there was a need 

to formalise processes at Jones Bootmaker, which was acquired at the beginning of 

that year, and to take those processes to the level of Macintosh Retail Group. The 

integration of all logistics and back-office processes of Jones Bootmaker into Brantano 

UK means that this objective has been achieved. In addition, the expansion and 

adaptation of the Brantano distribution centre in Leicester has helped to alleviate 

imperfections in the Brantano system. The progress made at Jones Bootmaker and 

the integration into Macintosh Fashion UK was a major item on the agenda of the 

Supervisory Board meetings. 

96 



During the December meeting the Audit Committee and the Supervisory Board held 

extensive discussions with the Managing Board and the Head of the Internal Control 

and Audit Department on risk management at Macintosh Retail Group in general, 

the progress made in the execution of mandatory action plans and improvements 

achieved in terms of raising awareness of risk management issues. 

Overall it was found that the risk management was of good quality, albeit that the 

transfer of the back-office activities of Macintosh Fashion NL to Assen and the 

integration process have resulted in a downgrade from “good” to “quite satisfactory”. 

In addition, there is a need to scale up risk management with respect to the relatively 

new cross-channel and wholesaling activities. The Supervisory Board has asked the 

Managing Board to take measures to that effect in 2013. As regards the other activities, 

the Supervisory Board is of the opinion that considerable progress on the action 

items has been achieved. 

In line with 2011, the Supervisory Board believes that despite the absence of any 

obligation to that effect, it might be useful for shareholders to be able to take 

cognisance of the external auditor’s principal considerations concerning risks and 

risk management as included in the management letter. 

The management letter of Ernst & Young Accountants LLP has been discussed with 

the external auditor and the Managing Board. Among other tasks, the external 

auditor tested the operation of the internal control system and the degree of regulatory 

compliance, both within the context of - and insofar as relevant to - the audit 

of the financial statements. The external auditor reported that in its opinion in the 

reporting year the internal control system, to the extent it examined it within the 

context of the financial statements audit, satisfied the applicable risk management 

requirements. It did however identify several points that qualify for improvement, as 

included in the report of the Managing Board. The Managing Board subscribes to 

the external auditor’s recommendations and has drawn up plans for the implementation 

of those recommendations in 2013. The Supervisory Board will perform the 

necessary oversight. 

Performance of the external auditor 

The external auditor’s performance is subject to periodic evaluation by the Managing 

Board and the Audit Committee. During the 2012 General Meeting of Shareholders 

they shared their conclusions with the shareholders, and Ernst & Young Accountants 

LLP was reappointed as the external auditor of Macintosh Retail Group for a period 

of four years, i.e. for the financial years from 2012 through 2015. In compliance with 

auditor rotation legislation, the partner of the external audit firm responsible for the 

audit was replaced by another partner in mid-2012. It has been agreed with the 

shareholders that the principal conclusions concerning the external auditor’s 

performance will be shared with them at least once every four years, which means 

the next time will be in 2016. In addition, legislation concerning the independence of 

audit firms will be taken into consideration. 


97


Employee representation 

The consultative meetings of the Managing Board and the Central Works Council 

held in February and April were attended by a delegation from the Supervisory 

Board. 

According to the Supervisory Board, effective communication between management 

and the employee representation body is of considerable importance. It was pleased 

to observe, therefore, as in previous years, that the Managing Board and the members 

of the employee representation body engaged in constructive dialogue in an 

open atmosphere. 

General Meeting of Shareholders 

The annual General Meeting of Shareholders, held at Maastricht-Airport on April 25, 

2012, was attended by all members of the Supervisory Board. The meeting was also 

attended by 30 shareholders or their proxies, who together represented 15,572,688 

shares, which equals 67.78% (rounded) of the total number of voting shares. 

The meeting, which was also attended by Ernst & Young Accountants LLP, unanimously 

adopted the 2011 financial statements and discharged the Managing Board and the 

Supervisory Board in respect of the management and supervision conducted. 

The meeting also addressed the following items on the agenda: 

• Proposal to distribute the non-retained part of the net profit by way of dividend 

(unanimously approved); 

• Reappointment of Mr Van Dalen as Supervisory Board member (unanimously 

approved); 

• Reappointment of Ernst & Young Accountants LLP as external auditor (unanimously 

approved); 

• Prolongation of the Managing Board’s authority to issue ordinary shares (unanimously 

approved); 

• Prolongation of the Managing Board’s authority to limit or exclude shareholders’ 

pre-emptive rights upon the issue of ordinary shares (unanimously approved); 

• Purchase of the company’s own shares by the Managing Board (unanimously 

approved). 

Corporate Governance 

Compliance by Macintosh Retail Group with the Corporate Governance Code was 

discussed, and deviations from the code were explained, at the General Meeting of 

Shareholders held in 2010. By implementing the “comply or explain” principle, 

Macintosh Retail Group meets all the requirements of the Code. For an extensive 

description of the corporate governance structure and the manner in which Macintosh 

Retail Group ensures compliance with the Code, go to www.macintosh.nl. Any decision 

to deviate from agreements made at the General Meeting of Shareholders will be 

the subject of renewed consultation with the shareholders. 

98 



Word of thanks 

The Supervisory Board regrets the fact that formal requirements under the Governance 

and Supervision Act have led to the premature departure of two Supervisory Board 

members in 2013. 

Mr Nühn placed his long-standing experience in the international business community 

in the service of Macintosh Retail Group for eleven years, the last four of which he 

served as chairman of the Supervisory Board. With his vision, his valued opinion and 

his knowledge of organisational issues, combined with his attention for the interests 

of all parties associated with Macintosh Retail Group, he has made an inestimable 

contribution to the supervision of the company by the Supervisory Board. 

Mr Lagerweij has served as a member of the Macintosh Retail Group Supervisory 

Board since 2009 and was highly respected within the Board for his knowledge of 

the retail sector and his vast experience with all operational aspects of the company. 

On behalf of all parties associated with Macintosh Retail Group, the Supervisory 

Board would like to express its great appreciation for the contributions made by 

Mr Nühn and Mr Lagerweij to the development of Macintosh Retail Group in general 

and to the effective operation of the Supervisory Board in particular. 

Maastricht-Airport, February 26, 2013 


A. Nühn, chairman 

C.H. van Dalen 

W. Dekker 

J.E. Lagerweij 

F.l.t.r. C.H. van Dalen, A. Nühn, J.E. Lagerweij and W. Dekker 


99


A. (Adriaan) Nühn (chairman) was first appointed to the Supervisory Board in 2002 and 

his current term of office ends in mid- 2014. However, Mr Nühn has indicated premature 

retirement as member of the Supervisory Board with effect from March 1, 2013. Mr 

Nühn (59), who is of Dutch nationality, is also a member of the Remuneration and 

Appointment Committee. Mr Nühn is a professional manager and former CEO of Sara 

Lee International. Mr Nühn is chairman of the Supervisory Board of Sligro Food Group 

NV and member of the Supervisory Boards of Stern Groep NV, Anglovaal Industries 

Ltd, Cloetta AB, Kuoni AG, Plukon Food Group B.V. and the Worldwide Fund for Nature. 

C.H. (Henk) van Dalen (Vice chairman) was first appointed to the Supervisory Board in 

2003 and his current term of office ends in mid-2016. Mr Van Dalen (60), who is of Dutch 

nationality, is the chairman of the Audit Committee. He is CFO of VimpelCom Ltd. In 

addition, Mr Van Dalen is a member of the Supervisory Board of NIBC Bank and serves 

as a member of the Board of the National Committee for May 4 and 5, and as a member 

of the Advisory Boards of the Netherlands Association for Investor Relations (NEVIR), 

the Zorgvuldig healthcare organisation and the Nederland Cares Foundation. 

W. (Wout) Dekker (member) was first appointed to the Supervisory Board in 2007 and 

his current term of office ends in mid-2015. Mr Dekker (56), who is of Dutch nationality, 

is a member of the Audit Committee and of the Remuneration and Appointment 

Committee. Until mid-2012, Mr Dekker was CEO and chairman of the Executive Board 

of Nutreco NV. Currently he also serves as member of the Supervisory Board of Rabobank 

Nederland and member of the Supervisory Board of Randstad Holding NV. He will 

become chairman of the Supervisory Board of Rabobank Nederland as from June 20, 

2013. 

J.E. (Jaap) Lagerweij (member) was first appointed in 2009 and his current term of 

office ends on 25 April 2013. Mr Lagerweij (65), who is of Dutch nationality, is chairman 

of the Remuneration and Appointment Committee. He currently works as a business 

consultant and served as the chairman of the Executive Board of Sperwer Groep until 

January 1, 2010. He is also a chairman of the Supervisory Board of Rituals and Supervisory 

Board member at Beerens Groep BV, Coolcat Fashion BV, Deen Supermarkten BV, 

HG International BV, IBB Amsterdam BV, SENS (national lottery) and SNS Reaal NV. 

In addition, Mr Lagerweij is chairman of the Retail Marketing Chair Foundation at the 

University of Amsterdam, and of the Advisory Board of the National Food Congress. 

100 


Financial Statements 

Financial statements 2012 

Preliminary comment 101 

Consolidated balance sheet at December 31 102 

Notes to the consolidated financial statements 110 

Company financial statements 162 

Notes to the company financial statements 163 

Appropriation of results 174 

Independent auditor’s report 175 

Preliminary comment 

The 2012 figures include a number of exceptional items that substantially impacted the 2012 figures and which should be taken 

into account when comparing the 2012 figures with those for 2011. For extensive details of these items, please refer to the 

Report of the Managing Board, which forms part of this annual report (page 26 and 27). 

The exceptional items are: 

- A provision formed for, and impairment of assets relating to, the closure of over 110 unprofitable stores over the next few years, 

for a total amount of € 39.0 million to be charged to the operating result (see note 13b). 

- Restructuring and integration expenses of € 2.9 million in the Fashion sector (see note 13b). 

- Impairment of goodwill of € 96.3 million (see note 5). 

- One-off gain of € 2.7 million relating to the conversion of a pension plan (see note 24a). 

- Implementation of IAS 19(R), with the comparative 2011 figures being restated accordingly. As a result, pension provisions as at 

year-end 2011 increased by € 7.0 million, and equity and deferred tax liabilities fell by € 5.9 million and € 1.1 million respectively. 

Net profit for 2011 landed € 0.4 million higher following the restatement (see notes 3 and 24a). 

- Sale of GP Décors at July 1, 2012 (see note 4). 

Given the substantial one-off impact of the above events on the net result for 2012, the exceptional items arising from the intended 

restructuring of the retail network, the integration expenses incurred in the Fashion sector, the impairment of goodwill 

and the exceptional pension gain have been recognised in the income statement under Other operating expenses and shown 

separately in the column Exceptional items. 

For comparative purposes, the exceptional items for 2011 (one-off charge related to pensions of € 4 750 and earn-out gain on 

the acquisition of Jones Bootmaker of € 692) have been recognised in the same manner. 

Macintosh Retail Group Annual Report 2012 101


Consolidated balance sheet at December 31 

ASSETS x € 1 000 Note* 2012 2011 At January 1, 2011 

Non-current assets 

Intangible assets 5 36 426 36 592 20 916 

Goodwill 5 114 270 210 060 195 215 

Property, plant and equipment 6 78 766 89 503 94 523 

Financial assets 7 1 189 1 430 1 525 

Deferred tax assets 31 1 836 1 836 2 219 

Derivative financial instruments 18 - - 477 

232 487 339 421 314 875 

Current assets 

Inventories 8 198 905 201 322 230 189 

Income taxes receivable 5 707 7 762 6 061 

Trade and other receivables and 

accrued income 9 19 945 20 914 42 017 

Derivative financial instruments 18 217 2 585 - 

Cash and cash equivalents 10 11 064 18 749 15 568 

235 838 251 332 293 835 

Assets held for sale 4/11 17 949 30 004 - 

253 787 281 336 293 835 

Balance sheet total 486 274 620 757 608 710 

* The numbers refer to the notes on pages 110 and following. 

102 



Consolidated balance sheet at December 31 

EQUITY AND LIABILITIES x € 1 000 Note* 2012 2011 1 At January 1, 2011 1 

Equity 

Issued capital 9 737 9 737 9 578 

Share premium 3 952 3 952 4 038 

Other reserves - 2 763 - 1 058 - 4 767 

Reserves associated with assets classified 

as held for sale - 50 - 

Retained earnings 199 787 339 081 258 808 

Equity attributable to shareholders 

of the company 12 210 713 351 762 267 657 

Non-current liabilities 

Provision for employee benefits 13/24 9 655 14 017 11 251 

Other provisions 13 33 844 8 642 4 525 

Deferred tax liabilities 31 20 410 26 663 19 923 

Long-term borrowings 14/16 39 135 48 742 93 506 

Other non-current liabilities 15 8 484 9 016 2 107 

Derivative financial instruments 18 884 479 - 

112 412 107 559 131 312 

Current liabilities 

Income taxes payable 6 120 2 201 2 820 

Current portion of provisions 13 10 313 8 096 6 653 

Current account overdrafts with credit 

institutions 16 7 958 7 916 21 227 

Trade and other payables and accruals 17 128 972 132 812 177 054 

Derivative financial instruments 18 1 413 885 1 987 

154 776 151 910 209 741 

Liabilities associated with assets classified 

as held for sale 11 8 373 9 526 - 

163 149 161 436 209 741 

Balance sheet total 486 274 620 757 608 710 

Total interest-bearing debt 2 16 44.7m 58.2m 116.8m 


1 Comparative figures have been restated following implementation of IAS 19(R). 

2 Including discontinued operations. 

Net debt 2 16 32.3m 32.7m 101.2m 



Consolidated income statement for the year ended December 31 

x € 1 000 Note* 2012 2011 1 

Excluding 

exceptional 

items 

Exceptional 

items 

Total 

Excluding 

exceptional 

items 

Exceptional 

items 

Total 

Continuing operations 

Net turnover 20/22 893 231 - 893 231 875 168 - 875 168 

Cost of sales - 427 449 - - 427 449 - 427 195 - - 427 195 

Gross profit 465 782 - 465 782 447 973 - 447 973 

As a percentage of net turnover 52.1% 52.1% 51.2% 51.2% 

Other operating income 23 - - - - 692 692 

Selling expenses - 348 275 - - 348 275 - 323 489 - - 323 489 

General administrative 

expenses - 99 419 - - 99 419 - 92 620 - - 92 620 

Total expenses 26/29 - 447 694 - - 447 694 - 416 109 - - 416 109 

As a percentage of net turnover - 50.1% - 50.1% - 47.5% - 47.5% 

Other operating expenses 27 - - 135 455 - 135 455 - - 4 750 - 4 750 

Operating result 20 18 088 - 135 455 - 117 367 31 864 - 4 058 27 806 

As a percentage of net turnover 2.0% - 13.1% 3.6% 3.2% 

Finance revenue 69 - 69 417 - 417 

Finance costs - 3 638 - - 3 638 - 5 606 - - 5 606 

Net finance revenue/costs 30 - 3 569 - - 3 569 - 5 189 - - 5 189 

Result before taxes 14 519 - 135 455 - 120 936 26 675 - 4 058 22 617 

Income tax expense 31 - 4 564 5 624 1 060 - 4 629 1 188 - 3 441 

Net result on continuing 

operations 9 955 - 129 831 - 119 876 22 046 - 2 870 19 176 

Net result on discontinued 

operations 21 - 3 500 - 2 651 - 6 151 - 4 119 84 078 79 959 

Net result 6 455 - 132 482 - 126 027 17 927 81 208 99 135 

Attributable to holders of 

ordinary shares 6 455 - 132 482 - 126 027 17 927 81 208 99 135 

Earnings per share (€) 32 

Net earnings: 

- on continuing operations 0.43 - 5.64 - 5.21 0.94 - 0.12 0.82 

- total 0.28 - 5.76 - 5.48 0.76 3.49 4.25 

Diluted earnings: 

- on continuing operations 0.43 - 5.63 - 5.20 0.94 - 0.12 0.82 

- total 0.28 - 5.74 - 5.46 0.76 3.49 4.25 



104 



Consolidated statement of comprehensive income for the year ended December 31 


Other comprehensive income 

Net change in cash flow hedges 25 - 3 938 3 316 

Income tax effect 881 - 747 

- 3 057 2 569 

Exchange gains and losses on investments in 

associates 1 302 1 190 

Actuarial gains and losses 24a 2 493 - 3 630 

Income tax effect - 567 640 

1 926 - 2 990 

Other comprehensive income net of tax 171 769 

Net result - 126 027 99 135 

Total comprehensive income - 125 856 99 904 

Attributable to holders of ordinary shares - 125 856 99 904 





Consolidated cash flow statement for the year ended December 31 


Result before taxes on continuing 

operations - 120 936 22 617 

Adjusted for: 

- finance revenue and costs 3 569 5 190 

- depreciation, amortisation and impairment 130 988 23 736 

- gains on non-current assets sold - 1 071 - 

- change in provisions 26 322 2 147 

- staff options granted 731 776 

Changes in working capital: 

- change in inventories 2 418 - 3 098 

- change in trade receivables - 1 206 - 921 

- change in trade payables - 3 254 - 10 566 

- change in other receivables and payables 1 388 1 181 

- 654 - 13 404 

Cash flow from ordinary activities 38 949 41 062 

Income tax received (paid) 2 281 - 3 476 

Cash flow from operating activities: 

- continuing operations 41 230 37 586 

- discontinued operations 21 - 892 - 5 508 

Net cash flow from operating activities 33a 40 338 32 078 

Additions to intangible assets - 1 592 - 1 970 

Additions to property, plant and equipment - 17 850 - 20 121 

Disposals of property, plant and equipment 1 589 - 

Acquisitions - - 24 808 

Cash flow from investing activities: 

- continuing operations - 17 853 - 46 899 

- discontinued operations 21 - 2 174 122 119 

Net cash flow from investing activities 33b - 20 027 75 220 

Repayment of borrowings - 15 053 - 73 941 

Dividends paid - 16 092 - 8 570 

Shares repurchased 24c - - 8 005 

Staff options exercised 12 168 - 

Interest paid - 3 746 - 5 296 

Cash flow from financing activities: 

- continuing operations - 34 723 - 95 812 

- discontinued operations 21 1 372 - 1 596 

Net cash flow from financing activities 33c - 33 351 - 97 408 

Change in cash and cash equivalents - 13 040 9 890 

Cash and cash equivalents at January 1 10 25 458 15 568 

Cash and cash equivalents at December 31 10 12 418 25 458 



106 



Consolidated statement of changes in equity 

x € 1 000 

Total 

Issued 

capital 

Share 

premium 

Unrealised 

exchange 

differences 

Unrealised 

hedge gains 

and losses 

Reserves 

for liabilities 

associated 

with assets 

classified as 

held for sale 

Actuarial 

gains and 

losses 

Retained earnings 

Others 

At December 31, 2010 270 782 9 578 4 038 - 3 441 - 1 319 - - 261 926 

Restated following 

implementation of 

IAS 19(R) - 3 125 - - -7 - - - 3 118 - 

At January 1, 2011, 

restated 1 267 657 9 578 4 038 - 3 448 - 1 319 - - 3 118 261 926 

Changes in 2011: 

Net profit 99 135 - - - - - - 99 135 

Other comprehensive 

income 769 - - 1 190 2 519 50 - 2 990 - 

Total comprehensive 

income 99 904 - - 1 190 2 519 50 - 2 990 99 135 

Equity-settled share 

based payments 776 - - - - - - 776 

Shares repurchased - 8 005 - - - - - - - 8 005 

Dividend distribution 

for 2010: 

- cash dividend - 8 570 - - - - - - - 8 570 

- stock dividend - 159 - 86 - - - - - 73 

At December 31, 

2011 1 * 351 762 9 737 3 952 - 2 258 1 200 50 - 6 108 345 189 

Changes in 2012: 

Net result - 126 027 - - - - - - - 126 027 

Other comprehensive 

income 171 - - 1 302 - 3 007 - 50 1 926 

- 

Total comprehensive 

income - 125 856 - - 1 302 - 3 007 - 50 1 926 - 126 027 

Sale of share 

connected with staff 

options 168 - - - - - - 168 

Equity-settled share 

based payments 731 - - - - - - 731 

Dividend distribution 

for 2011 in cash - 16 092 - - - - - - - 16 092 


2012* 210 713 9 737 3 952 - 956 - 1 807 - - 4 182 203 969 

* See note 12, page 125. 




108 



Index to the notes to the consolidated financial statements 

1 General 110 

2 Basis of preparation 110 

3 Summary of significant accounting policies 110 

4 Sale of participation 118 

5 Intangible assets and goodwill 119 

6 Property, plant and equipment 122 

7 Financial assets (non-current) 123 

8 Inventories 124 

9 Trade and other receivables and accrued income 124 

10 Cash and cash equivalents 125 

11 Assets held for sale and liabilities associated with assets classified as held for sale 125 

12 Equity 125 

13 Provisions 126 

13a Provision for employee benefits 126 

13b Other provisions 127 

14 Long-term borrowings 128 

15 Other non-current liabilities 129 

16 Current account overdrafts with credit institutions 130 

17 Trade and other payables and accruals 130 

18 Capital management, market and other risks and risk management 131 

18a Capital management and financing policy 131 

18b Credit risk 131 

18c Liquidity risk 132 

18d Foreign currency risk and foreign currency instruments 133 

18e Interest rate risks and interest rate instruments 134 

18 f Fair value of financial instruments 135 

19 Commitments and contingencies 136 

20 Segment information 136 

20a Information on segments 136 

20b Geographical segmentation 137 

20c Balance sheet and income statement 138 

20d Capital expenditure, disposals, depreciation and amortisation 140 

21 Discontinued operations 142 

22 Net turnover 144 

23 Other operating income 144 

24 Employee benefits 144 

24a Pension plans 144 

24b Jubilee benefits 149 

24c Staff share option plan 149 

25 Comprehensive income components 151 

26 Classification of expenses 152 

27 Exceptional items 152 

28 Research and development costs 153 

29 Grants 153 

30 Net finance revenue/costs 154 

31 Income tax 154 

31a Consolidated income statement tax components 154 

31b Deferred tax items resulting from changes in equity 155 

31c Effective tax rate 155 

31d Deferred tax assets/tax liabilities 155 

32 Earnings per share 156 

33 Notes to the cash flow statement 157 

33a Cash flow from operating activities 158 

33b Cash flow from investing activities 159 

33c Cash flow from financing activities 159 

34 Related parties 160 

34a List of group companies 160 

34b Board members 161 

34c Company pension fund 161 

34d Shareholders 161 

34e Other related parties 161 

35 Events after the balance sheet date 161 

35a Reduction of credit facility 161 

35b Fire damage 161 



Notes to the consolidated financial statements for the year ended 

1 

General 

Corporate information 

The financial statements 2012 of Macintosh Retail Group NV were drawn up on February 26, 2013 by the management of the 

company. These financial statements will be tabled for adoption at the General Meeting of Shareholders to be held on April 

25, 2013. 

Macintosh Retail Group NV’s registered office is in Maastricht, the Netherlands. Its place of business is located at Amerikalaan 

100, 6199 AE Maastricht-Airport, the Netherlands. 

The company’s principal activities are described in the report of the Managing Board. 

Application of Section 402 of Book 2 of the Dutch Civil Code 

Pursuant to Section 402 of Book 2 of the Dutch Civil Code, the company financial statements include a condensed income 

statement. 

Financial year 

The financial year coincides with the calendar year. 

2 

Basis of preparation 

Assumptions in preparing the financial statements 

The consolidated financial statements of Macintosh Retail Group NV have been drawn up in accordance with the International 

Financial Reporting Standards (IFRS) endorsed by the European Union. 

The company’s functional and presentation currency is the euro. 

All amounts are in thousands of euros, unless stated otherwise. 

Basis of consolidation 

The financial statements of Macintosh Retail Group NV and of all the companies which it controls, either directly or 

indirectly, are consolidated in full. Newly acquired group companies are consolidated from the time control is obtained. 

Deconsolidation coincides with the time that control can no longer be exercised. 

Intercompany balances and intercompany results are eliminated on consolidation. 

A list of consolidated group companies is set out on page 160. 

3 

Summary of significant accounting policies 

Changes in accounting policies 

New and/or amended standards applied by Macintosh Retail Group 

The following new and/or amended standards and IFRIC interpretations whose application is mandatory for financial years 

commencing on January 1, 2012 have been applied since that date. 

Amended standards and interpretations: 

• IFRS 7: Financial Instruments: Disclosures 

This amendment requires more detailed disclosures on: 

- the derecognition of financial instruments for which the company continues to be exposed to risks; and 

- the partial derecognition of financial instruments. 

As the above circumstances did not apply to Macintosh Retail Group, the amendment has had no effect on 

its results. 

Furthermore, Macintosh Retail Group has opted for voluntary early adoption of IAS 19(R), whose application is mandatory 

for the 2013 financial year. As a result, the comparative figures for 2011 and the opening balance sheet at January 1, 2011 

have been restated. 

110 



• IAS 19(R) Employee benefits 

Macintosh Retail Group has a number of defined benefit plans in place. Since Macintosh Retail Group 

applied the corridor approach in the past, part of the unrealised actuarial gains and losses were not recognised 

in the balance sheet. Macintosh has opted for early adoption of IAS 19(R) with effect from the 2012 

financial year, which means that all actuarial gains and losses are disclosed in the balance sheet and are 

recognised through equity. The comparative figures have been restated in accordance with IAS 8. 

The impact of the amendment on the (comparative) figures is set out below. 

- As at January 1, 2011: 

Increase in pension provision of € 3.7 million. 

Decrease in deferred tax liabilities of € 0.6 million. 

Decrease in equity of € 3.1 million. 

- Results for 2011: 

Increase in operating result of € 0.2 million. 

Increase in net result on discontinued operations of € 0.3 million. 

Increase in net result of € 0.4 million. 

- As at December 31, 2011: 




- Results for 2012: 

The effect on the net result of 2012 is negligible. 

- As at December 31, 2012: 




The impact of the change in accounting policies on future results is unknown, but is expected to be modest, as, at December 

31, 2012, Macintosh Retail Group had only one defined benefit plan. This plan, which is closed to new members, had 17 active 

members at December 31, 2012. 

Accounting policies 

The financial statements have been prepared on the basis of the historical cost convention, except for derivative financial 

instruments, which are recognised at fair value. 

Assets and liabilities expected to be realised/settled within a year are classified as current assets and current liabilities 

respectively. All other assets and liabilities are recognised under non-current assets and non-current liabilities respectively. 

Foreign currency translation 

Cash and cash equivalents, receivables and payables in foreign currencies are recognised at the exchange rates ruling on 

the balance sheet date. Translation gains and losses are recognised in the income statement. 

Income statement items are translated at the rates ruling at the time of the transaction. 

The assets and liabilities of group companies outside the euro zone are translated at the rates ruling at the balance sheet 

date, while income statement items are translated at the average exchange rates for the year. The resulting exchange gains 

and losses are recognised in the unrealised exchange differences reserve. 

Derivative financial instruments 

The group uses derivative financial instruments to hedge the risks of foreign currency fluctuations and interest rate risks. 

These derivative financial instruments are recognised at fair value. 

In the context of hedge accounting, these financial instruments are treated as cash flow hedges. Changes in the fair value 

of hedging instruments are recognised in equity insofar as a hedge is effective. Changes in the fair value of ineffective hedges 

are taken directly to the income statement. 

Intangible assets 

Intangible assets are initially measured at cost, with the cost of intangible assets obtained through an acquisition equalling 

the fair value at the time of acquisition. They are subsequently measured at cost less accumulated amortisation and impairment. 

The group only has intangible assets with limited useful lives, notably licences for the use of software, development 

costs and trade names it acquires following takeovers. Development costs are capitalised from the time the decision is 

made that a newly developed product will be marketed, and it is likely to yield economic benefits. Intangible assets are 

amortised straight-line based on their estimated useful lives. 



The following amortisation rates apply: 

Concessions and licences 20%-33% 

Development costs 20% 

Trade names 3.33% 

Intangible assets are tested for impairment. The useful lives of assets are reviewed annually and adjusted as required based 

on new insight. 

Acquisitions and goodwill 

Acquisitions prior to January 1, 2010 

On the acquisition of a company, its identifiable assets and liabilities are carried at fair value on the date of acquisition. 

Transaction costs directly attributable to the acquisition are included in the acquisition price. 

Goodwill arising on the acquisition is initially measured at the difference between the acquisition price and the group’s share 

of the fair value of the identifiable assets, liabilities and contingent liabilities of the acquired company. It is subsequently 

measured at the cost thus calculated less impairment losses, which are charged to the income statement. 

Goodwill is reviewed for impairment annually and during the year if events or changes in circumstances indicate that the 

carrying amount may be impaired. 

For the purpose of impairment testing, goodwill is allocated to the cash-generating units that are expected to benefit from 

the synergies of the acquisition. 

Acquisitions and goodwill from January 1, 2010 

Acquisitions are accounted for using the purchase accounting method. The acquisition cost is based on the sum of the 

consideration paid (at fair value as at the transaction date) and the value of any non-controlling interest in the acquiree. With 

each acquisition, the non-controlling interest in the acquiree is measured at either fair value or a pro rata portion of the fair 

value of the net assets of the acquiree. Acquisition-related costs are taken directly to the income statement. 

If the acquisition is effected in stages, Macintosh Retail Group’s interest held previously is remeasured at fair value as at the 

acquisition date, with all changes in value recognised in profit or loss. 

Any contingent considerations to be made by Macintosh Retail Group, other than in the form of equity instruments, are 

carried at fair value as at the acquisition date. In conformity with IAS 39, subsequent changes in the fair value of such 

contingent payments recognised as an asset or liability are taken to the income statement, or recognised as such in other 

comprehensive income. 

If the contingent consideration is made in the form of equity instruments, the interest is not remeasured, with the final 

settlement being recognised in equity. 

Goodwill is initially measured at cost being the excess of the payment made over the sum of the acquired assets and liabilities. 

If this payment is below the fair value of the net assets of the acquiree, the difference is taken to the income statement. 

After initial recognition, goodwill is carried at cost less accumulated impairment losses. For the purpose of impairment 

tests, the goodwill resulting from an associate is allocated, from the acquisition date, to the cash-generating units that are 

expected to benefit from the synergy arising from the acquisition, irrespective of whether the acquiree’s assets or liabilities 

have been allocated to these units. 

Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill 

associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or 

loss on disposal of the operation. 

Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the 

portion of the cash-generating unit retained. 

112 



Property, plant and equipment 

Property, plant and equipment items are recognised at cost, net of accumulated straight-line depreciation and impairment. 

Depreciation is based on the expected useful life. Where buildings consist of parts with differing useful lives, these parts are 

depreciated individually (component method). 

The following depreciation rates apply: 

Land 0% Machinery and installations 6%-10% 

Buildings: ICT 20%-33% 

- Structure 4% Store and other furniture, fittings and equipment15% 

- Other (according to component method) 4%-20% Motor vehicles 14%-20% 

Building alterations 10% 

If facts and circumstances arise indicating that the recoverable amount of an asset decreased below its carrying amount, 

the impairment is charged to the income statement. 

The useful lives of assets are reviewed annually and adjusted as required based on new insight. 

Financial assets (non-current) 

Receivables included under financial assets are measured at amortised cost using the effective interest method. These 

receivables are tested for impairment. An impairment is recognised when there is insufficient expectation that the receivable 

in question will be collected. Gains and losses arising on impairment and disposal are taken to the income statement. 

Deferred tax assets 

Deferred tax assets include loss carry-forwards and deferred tax recoverable resulting from temporary differences between 

the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are 

carried at face value. Deferred tax assets arising from loss carry-forwards are recognised in the balance sheet only if 

sufficient future profits for tax purposes are likely to be earned in the future to enable set-off. 

Deferred tax assets are calculated using the tax rates ruling at the balance sheet date in the countries concerned, taking 

into account future rates that have already been enacted. 

Inventories 

Inventories are carried at the lower of cost and net realisable value. Cost is equal to the purchase price net of purchase 

discounts plus additional direct costs. Net realisable value consists of the estimated selling price in the ordinary course of 

business less the estimated costs to be incurred in concluding the sale. Unrealised intercompany profits are eliminated. 

Non-interest-bearing receivables 

These are recognised at amortised cost, which is equal to the face value, net of a provision for doubtful debts where necessary. 

A receivable is impaired if there is insufficient expectation that it can be collected. Impairments are taken to the income 

statement. 

Cash and cash equivalents 

Cash and cash equivalents consist of the total of cash in hand (in the stores), current account balances with banks and 

short-term deposits with banks with an original maturity of three months or less. 

Cash and cash equivalents are carried at face value. 

Assets held for sale and liabilities associated with assets classified as held for sale 

Assets held for sale include assets relating to an activity to be sold, provided that the activity is available for immediate sale 

and the sale is highly probable. The related liabilities are accounted for under Liabilities associated with assets classified as 

held for sale. As soon as they are recognised as such, assets are no longer depreciated or amortised. Assets held for sale 

and liabilities associated with assets classified as held for sale are measured at the lower of their carrying amount and fair 

value less their costs to sell. Any impairment losses are recognised in profit or loss. 

Equity 

Repurchase of shares 

The company holds treasury shares to cover expected obligations in respect of staff options not yet exercised. 

Both the repurchase of shares and the sale of these shares when the options are exercised are recognised directly in equity 

under retained earnings. Neither gains nor losses are recognised in the income statement on the purchase, sale or cancellation 

of shares. 



Provisions 

Provisions are recognised for all legally enforceable or constructive obligations assumed prior to the balance sheet date and 

whose amount or time of settlement, while uncertain, can be reasonably estimated. Provisions are recognised at nondiscounted 

value, or at their discounted value if the effect of the time value of money is material. In that case, the increase 

in the provision attributable to the passage of time is recognised as a finance cost. 

Provision for employee benefits 

The provision for employee benefits consists of a provision for pension obligations, a provision for a liability for guarantee 

premiums payable and one for jubilee benefits. 

Pension provisions 

This provision is formed for future obligations assumed under the Macintosh Retail Group defined benefit pension plans, 

using the Projected Unit Credit method and recognising plan assets at their market value at the balance sheet date. 

Actuarial gains and losses are recognised in full in Other comprehensive income (OCI) in the period in which they arise. The 

actuarial gains and losses are added to other reserves. There will be no subsequent recycling of amounts recognised in OCI 

into earnings. 

Provision for guarantee premiums 

This item relates to a provision formed for a liability to pay guarantee premiums and is measured at present value. 

Provision for jubilee benefits 

This provision is calculated using the Projected Unit Credit method. 

Other provisions 

This item includes all provisions for specific obligations. 

Deferred tax liabilities 

Deferred income tax includes the deferred tax liabilities resulting from temporary differences between the tax bases of 

assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are carried at face 

value. 

Deferred tax liabilities are calculated using the tax rates ruling at the balance sheet date in the countries concerned, taking 

into account future rates that have already been enacted. 

Lease obligations 

Where the economic risks of ownership are borne by the lessee (finance leases), the assets are recognised in the balance 

sheet on commencement of the lease term at the lower of fair value (being the price that would have to be paid in cash) and 

the present value of the minimum future lease instalments, using the interest rate stated in the lease for discounting 

purposes. The minimum future lease instalments are split into interest and repayment constituents, in a way that ensures 

the outstanding debt bears a fixed rate of interest in relation to the remaining amount outstanding. The short-term portion 

of the finance lease obligation is included under current liabilities. 

Depreciation is based on estimated useful life in accordance with the rates stated on page 113. 

Leases not qualifying as finance leases are recognised as operating leases. Operating lease instalments charged are recognised 

as costs. 

All agreements entered into are reviewed for any embedded leases. 

Non-interest-bearing debt 

Non-interest-bearing debt relate mainly to current liabilities and are carried at amortised cost, which is equal to their face 

value. 

Interest-bearing debt 

These are initially carried at fair value net of relevant transaction costs, and subsequently at amortised cost using the 

effective interest method. 

Revenue recognition 

Revenue is recognised when the economic risk is transferred to a third party, if it is probable that the economic benefits will 

flow to the company and if the revenue can be reliably measured. 

Profits and losses are based on the historical cost convention, unless expressly stated otherwise. The matching principle is 

applied to revenue and costs. 

Intercompany profits and losses are eliminated. 

114 



Net turnover 

Goods sold 

The net turnover from the sale of goods for resale represents the amounts charged to third parties for the supply of goods 

net of VAT, and net of prompt-payment and other discounts granted. 

Revenue is recognised when the risks and rewards of ownership of the goods have passed to the buyer and the revenue can 

be reliably measured. 

The group has a number of customer loyalty programmes in place, allowing customers to save credit points. Subject to 

certain conditions, these points may be exchanged for discounts on purchases made at Macintosh Retail Group’s own 

stores. At the time of sale, the fair value of turnover attributable to the credit points is accrued under accrued turnover. The 

turnover is accounted for as soon as the credit points are exchanged, or once they have lapsed. The fair value of turnover 

attributable to the credit points is based on the value of the discount granted, taking into account the expected likelihood of 

the points being redeemed. 

Rendering of services 

The net turnover from the rendering of services represents the amounts charged to third parties for services rendered net 

of VAT, and net of prompt-payment and other discounts granted. 

Net turnover from services rendered is recognised the moment the service is rendered. 

Cost of sales 

Cost of sales includes the purchase costs or additional manufacturing costs, as the case may be, of the goods and services 

forming part of net turnover, less prompt-payment and other discounts and bonuses received, plus the directly attributable 

external purchasing and delivery costs, such as transport costs, insurance premiums and customs duties. Cost of sales also 

includes the impairment of inventories where their net realisable value is lower than their carrying amount. 

Selling expenses 

These are expenses directly associated with selling, sales promotion and advertising activities. 

General administrative expenses 

These include all operating expenses that cannot be allocated to cost of sales or selling expenses or be classified as finance 

revenue and costs. 

Employee benefits 

Employee benefits are recognised in the period in which the employees render their contractual services. If the company 

grants long-term benefits to employees, the costs are allocated to the related period in which the contractual services are 

rendered. 

Post-employment benefits 

This item includes the pension costs. 

Pension costs of defined benefit plans are calculated using the Projected Unit Credit method. Interest components forming 

part of the pension calculation are included in employee benefits payable. Actuarial gains and losses are recognised in Other 

comprehensive income in the period in which they arise. They are not recognised in profit or loss. 

The costs of the defined contribution plans consist of the pension contributions due for the year in question. 

Deferred employee benefits 

These include jubilee benefits and share-based payments. 

Jubilee benefits 

The annual charge relating to jubilee benefits is determined on the basis of the Projected Unit Credit method. 

Staff share options 

Macintosh Retail Group NV has a share option plan in place for members of the Managing Board, and for the directors and 

management of the group companies and the holding company. The objective of the plan is to foster involvement in the longterm 

development of the company. The granting of the options is the prerogative of the Supervisory Board and takes place 

annually based on individual appraisals of the eligible individuals. The options have a term of five years and may not be 

exercised for three years after they have been granted. The options are fully equity-settled. 

The fair value of staff options is allocated to the three-year grant periods to which they relate and is recognised in the 

income statement. 



Government and other grants 

Government and other grants are recognised when there is almost full assurance that the grant will be received. Grants for 

expenses are recognised as income in the period necessary to match the grants to the costs that they relate to. Where the 

grants relate to an asset, they are directly deducted from its cost. 

Net finance revenue/costs 

Finance revenue and costs comprises interest, including bank interest, bank charges and the like, receipts and payments in 

connection with interest rate instruments, and exchange differences on financial instruments in a foreign currency (save for 

effective hedges). 

Income tax 

Income tax is calculated at the rates applicable in the various countries, taking into account special tax facilities and loss 

carry-forwards. 

Deferred tax liabilities relating to items directly taken to equity are likewise taken to equity, and are therefore not recognised 

in the income statement. 

Segment reporting 

Macintosh Retail Group has opted for the strategy of operating in the Fashion and Living sectors. It has fleshed out this 

strategy further through recent acquisitions and disposals. This has changed the composition of the group, prompting the 

Managing Board to reconsider the segment classification. The Board concluded that the segments used in the past 

(Fashion, Living and Automotive) continue to be applied, except that Automotive has since been included under discontinued 

operations. 

The reported Living and Fashion segments have been taken from the segment reporting used in the management information. 

They are aggregates identified in accordance with IFRS 8. 

Accounting judgments and estimates 

In preparing the financial statements, the group needs to make certain estimates and assumptions that have an impact on 

the amounts presented in these financial statements. Changes in the assumptions may affect the financial statements, 

particularly as regards the following estimates and assumptions: 

• Perceived level of obsolescence of inventories and its impact on the expected recoverable amount, relevant costs to sell 

and, consequently, the measurement of inventories. 

• Estimates and assumptions for measuring non-current assets, in general, and intangible assets, in particular, at the 

time of acquisition, as well as estimates of their useful lives. 

• The assumptions and estimates used in calculating the pension provision. 

• Calculations made to determine the fair value of a cash-generating unit to which goodwill is allocated. The calculation 

of the fair value is based on the estimated future cash flows and an acceptable discount rate has to be determined in 

order to calculate the present value. 

• Estimates and assumptions for determining the provision for onerous contracts. 

• Assumptions made to assess the value of operations that have been sold, for their classification as discontinued operations 

in conformity with IFRS 5. 

• Estimates and assumptions for determining the fair value (net of costs to sell) of assets/liabilities held for sale. 

• Estimates for determining the level of assurance of future profits for tax purposes being sufficient to set off loss 

carry-forwards. 

• Estimates for determining the likelihood of customers participating in customer loyalty programmes, the expected 

redemption rates and customer preferences concerning possible rewards. 

116 



Impact of new International Financial Reporting Standards 

With the exception of IAS 19 (see the ‘Changes in accounting policies’ section above), Macintosh decided against early adoption 

of new standards, amendments to standards or new IFRIC interpretations whose application will be mandatory for financial 

years commencing after January 1, 2012. The following new standards, interpretations and amendments may apply to 

Macintosh Retail Group: 

• IFRS 7: Financial Instruments: Disclosures (2013 financial year) 

Amendment requiring disclosures on the right of offsetting financial assets and financial liabilities. 

The amendment will result in more detailed disclosure. The amendment will not affect the results of 


• IFRS 9: Financial Instruments (2015 financial year) 

A new standard that will ultimately supersede IAS 39. Phase 1 concerns an entirely new framework for 

classifying and measuring financial instruments. 

The amendment will affect presentation, but not measurement. 

• IFRS 10: Consolidated Financial Statements (2014 financial year) 

A new standard that will supersede IAS 27 in part and IFRIC 12 in full. The new standard contains an 

entirely new definition of the term ‘control’. 

This standard will particularly impact companies not holding all the shares in another company. This 

situation does not currently apply to Macintosh Retail Group. 

• IFRS 11: Joint Arrangements (2014 financial year) 

A new standard replacing IAS 31 and SIC 13, containing rules on the recognition of arrangements jointly 

controlled. 

Macintosh Retail Group currently has no joint arrangements with other companies. 

• IFRS 12: Disclosure of Interests in Other Entities (2014 financial year) 

A new standard containing detailed rules on disclosure of all types of interests in other companies. 

As Macintosh Retail Group currently only has wholly-owned subsidiaries, not holding any non-controlling 

interests or participating in joint ventures, the impact of the new standard on disclosures is expected to be 

limited. 

• IFRS 13: Fair Value Measurement (2013 financial year) 

A new standard containing rules on determining the fair value of both financial and non-financial items. 

The potential impact on the results of Macintosh Retail Group is expected to be negligible. 

• IAS 1: Presentation of Financial Statements (2013 financial year) 

Amendment of the presentation of Other comprehensive income. The amendment changes the grouping of 

items presented in other comprehensive income. This amendment will impact the presentation of comprehensive 

income. 

• IAS 28: (Amended) Investments in Associates and Joint Ventures (2013 financial year) 

Amended standard containing specific rules on the measurement of associates and joint ventures. 

This standard has no impact, for the time being, on the results of Macintosh Retail Group. 

Improvements to IFRSs (issued in May 2012) 

The IASB issued the 2009-2011 cycle improvements to its standards and interpretations, with a view to removing inconsistencies 

and clarifying wording. The improvements are effective for financial years beginning on or after January 1, 2013. 

• IAS 1: Presentation of financial statements 

Clarifies the difference between voluntary additional comparative information and the minimum required 

comparative information. 

This improvement will be implemented when applicable. 

• IAS 16: Property, plant and equipment 

Clarifies that major spare parts and servicing equipment that meet the definition of property, plant and 

equipment are not inventory. 

This change does not apply to Macintosh Retail Group. 

• IAS 32: Financial Instruments: Presentation 

Clarifies that income taxes arising from distributions to equity holders are accounted for in accordance with 

IAS 12. 

This improvement will be implemented when applicable. 



4 

Sale of participation 

The participation in GP Décors, a specialist home decoration retail chain with 28 stores in the northern and western parts of 

France, was sold to French paint manufacturer Peintures Marius Dufour on July 1, 2012. 

The condensed balance sheet of GP Décors at the time of the sale is shown below. 

Condensed balance sheet 2012 

Non-current assets 571 

Inventories 696 

Receivables (including amounts owed by group companies) 119 

Other current assets 553 

Cash and cash equivalents 687 

Total assets 2 626 

Provisions 123 

Non-current liabilities (including amounts owed 

to group companies) 31 

Other liabilities (including amounts owed to group companies) 3 243 

Other current liabilities 589 

Total liabilities 3 986 

Up to the time of sale, the assets and liabilities of GP Décors, after elimination of intercompany balances, were included in 

the consolidated balance sheet, under Assets held for sale and Liabilities associated with assets classified as held for sale, 

respectively. 

118 



5 

Intangible assets and goodwill 

Total 

intangible 

assets 

Trade 

names 

Concessions 

and 

licences 

Development 

costs 

Goodwill 

At January 1, 2011 

Cost 30 712 21 273 8 397 1 042 195 215 

Amortisation/impairment - 9 796 - 2 706 - 6 393 - 697 - 

Changes in the carrying amount in 2011 

Carrying amount 20 916 18 567 2 004 345 195 215 

Deconsolidation of operations disposed of - 308 - - 308 - - 

Reclassification to assets held 

for sale - 674 - - 674 - - 

Acquisition 15 490 15 490 - - 13 927 

Additions 1 970 - 1 805 165 - 

Amortisation - 1 818 - 1 062 - 614 - 142 - 

Exchange differences 1 016 1 006 10 - 918 

Total changes 15 676 15 434 219 23 14 845 

At December 31, 2011 

Cost 45 667 37 783 6 677 1 207 210 060 

Amortisation/impairment - 9 075 - 3 782 - 4 454 - 839 - 


Changes in the carrying amount in 2012 

Change in goodwill - - - - 186 

Additions 1 592 - 1 449 143 - 

Amortisation - 2 161 - 1 276 - 743 - 142 - 

Impairment - - - - - 96 339 

Exchange differences 403 399 4 - 363 

Total changes - 166 - 877 710 1 - 95 790 

At December 31, 2012 

Cost 46 871 38 188 7 333 1 350 210 609 

Amortisation/impairment - 10 445 - 5 064 - 4 400 - 981 - 96 339 



The increase in the trade names item of € 15 490 in 2011 relates to the acquisition of Jones Bootmaker. The capitalised 

trade names were obtained on the acquisitions of Jones Bootmaker (2011), Brantano (2008) and Scapino (2006). The 

remaining amortisation period is 25 years on average. 

Concessions and licences largely relate to ICT systems software rights of use. Operating system software is not included in 

this; it is capitalised as part of property, plant and equipment under ICT. 

Development costs relate to new products developed by Nea International BV, a subsidiary. The costs incurred in the 

research phase were charged to the income statement. Development costs are capitalised. They are made up mainly of the 

payroll costs of own employees and the costs of materials. 

Deconsolidation in 2011 of discontinued operations relates to the carrying amount of the assets of BelCompany Netherlands. 

The item Reclassification to non-current assets held for sale, also in 2011, concerns the assets of Halfords and 

GP Décors. 



Goodwill 

Goodwill of € 114 270 relates to the following acquisitions: 

Breakdown goodwill December 31, 2012 December 31, 2011 

Scapino 48 192 96 870 

Brantano 50 684 98 345 

Jones Bootmaker 15 394 14 845 

Total 114 270 210 060 

The purchase price allocation process relating to the acquisition of Jones Bootmaker (on April 17, 2011) was rounded off in 

early 2012. This resulted in an increase in goodwill of € 186. The remaining part of the increase is caused by exchange rate 

differences. 

Goodwill is fully allocable to the separate cash flow generating units. At December 31, the goodwill amounts were subject 

to impairment testing. Poor economic developments and the fact that Macintosh Retail Group’s capitalised market value for 

the fourth quarter of 2012 (some € 220 million) was considerably lower than the group’s net asset value at the time (some 

€ 335 million at November 30, 2012) prompted a change (in part) of the assumptions underlying the 2011 impairment testing. 

Impairment testing for 2012 is based on the following assumptions: 

• The companies’ recoverable amount is based on the value in use, determined on the basis of the business plans for three 

years, forecast for two years, and the projected value in use following that period. 

- The continuing poor economic climate and negative forecasts for the non-food retail markets, in particular, 

combined with retail business model changes, have resulted in downward adjustments to business plans. The threeyear 

business plans allow for turnover growth of 0.0%, 0.0% and +2.0%, respectively. These expected growth rates 

are markedly lower compared with 2011, when turnover growth for all three years was assumed. 

- As in 2011, the gross margins as a percentage of turnover used are based on margins realised in the past, adjusted 

for expected synergies arising from group purchases. 

- Turnover growth forecasts for two years have been set at 2.0% (2011: 2.0%). The growth rate used for the projected 

period was subsequently set at 1.0%, which is lower than the 2.0% rate used in 2011, due to the more uncertain 

future. 

• The pre-tax discount rate used, which is based on Macintosh Retail Group NV’s WACC plus a small cap premium, is 

11.3% (2011: 11.0%) for Scapino, 11.7% (2011: 10.9%) for Brantano and 11.0% (2011: 10.5%) for Jones Bootmaker. 

- The assumptions used for determining Macintosh Retail Group NV’s WACC are the same as those used in 2011. The 

use of consistent basic principles results in a lower WACC compared with 2011, as the source used (five-year average 

euro bond spread) declined from 3.40% in 2011 to 2.87% in 2012. 

- Since a lower WACC is not in line with the current market’s higher risk profile, a risk mark-up of 1.0% was added to 

the risk-free rate in 2012. 

- By weighing company’s own estimates against external sources, Macintosh Retail Group established that the variables 

used produced the best estimate as at December 31, 2012. 

Based on the impairment tests conducted at year-end 2012, it was concluded that the carrying amounts of two cashgenerating 

units exceeded their respective recoverable amounts, resulting in a goodwill impairment of € 96.3 million. This 

impairment is recognised in the income statement under Other operating expenses and shown separately in the column 

Exceptional items, and can be broken down as follows. 

Impairment goodwill Recoverable amount Carrying amount Impairment 

Scapino 90 768 139 446 48 678 

Brantano 111 088 158 749 47 661 

Jones Bootmaker 49 703 42 048 - 

Total 251 559 340 243 96 339 

120 



The impact on impairment of an increase or decrease in the growth rate or discount rate of 0.5 percentage-point is set out in the 

tables below. 

Impact of the change in growth rate on the impairment of goodwill: 

Growth rate 

Goodwill 

Scapino 

Goodwill 

Brantano 

Goodwill 

Jones 

Totaal 

impairment 

goodwill 

Growth rate 0.5% - 53 144 - 53 419 0 - 106 563 

Growth rate 1% (used) - 48 678 - 47 661 0 - 96 339 

Growth rate 1.5% - 43 600 - 41 091 0 - 84 691 

Impact of the change in discount rate on the impairment of goodwill: 

Discount rate 

Goodwill 

Scapino 

Goodwill 

Brantano 

Goodwill 

Jones 

Total 

goodwill 

impairment 

WACC - 0.5% - 43 783 - 41 820 0 - 85 603 

WACC used - 48 678 - 47 661 0 - 96 339 

WACC + 0.5% - 53 113 - 52 972 0 - 106 085 



6 Property, plant and equipment 

Total 

Land and 

buildings 

Alterations 

to rented 

premises 

ICT 

Instal - 

lations 

Store and 

other 

furniture, 

fittings and 

equipment 

Other 

fixed 

operating 

assets 


Cost 360 591 9 748 96 728 40 937 11 646 200 880 652 

Depreciation/ 

impairment - 266 068 - 4 700 - 72 764 - 35 930 - 7 019 - 145 049 - 606 

Carrying amount 94 523 5 048 23 964 5 007 4 627 55 831 46 

Changes in the carrying 

amount in 2011 

Deconsolidation of 

discontinued operations - 5 515 - - 2 831 - 1 092 - - 1 592 - 

Reclassification to assets 

held for sale - 9 574 - 2 630 - 3 475 - 486 - 403 - 2 580 - 

Acquisition 8 218 - 40 572 31 7 575 - 

Additions 20 121 8 3 384 1 441 683 13 964 641 

Reclassifications 2 629 - -17 - 17 2 629 - 

Depreciation - 21 620 - 112 - 3 881 - 1 485 - 632 - 15 494 - 16 

Impairment - 298 - - 5 - 5 - - 288 - 

Exchange differences 1 019 7 43 30 59 880 - 

Total changes - 5 020 - 2 727 - 6 742 - 1 025 - 245 5 094 625 


Cost 356 348 4 021 69 152 35 174 18 054 228 650 1 297 

Depreciation/ 

impairment - 266 845 - 1 700 - 51 930 - 31 192 - 13 672 - 167 725 - 626 

Carrying amount 89 503 2 321 17 222 3 982 4 382 60 925 671 


amount in 2012 

Reclassification from assets 

held for sale 3 851 3 397 601 - - - 147 - 

Additions 17 850 15 2 892 1 919 1 401 10 144 1 479 

Disposals - 426 - 426 - - - - - 

Depreciation - 22 344 - 181 - 3 920 - 1 665 - 718 - 15 832 - 28 

Impairment - 10 144 - - 4 522 - 46 - 182 - 5 394 - 

Exchange differences 476 10 32 19 37 388 - 10 

Total changes - 10 737 2 815 - 4 917 227 538 - 10 841 1 441 


Cost 287 037 6 706 63 081 23 235 16 055 175 774 2 186 

Depreciation/ 

impairment - 208 271 - 1 570 - 50 776 - 19 026 - 11 135 - 125 690 - 74 

Carrying amount 78 766 5 136 12 305 4 209 4 920 50 084 2 112 

Carrying amount of capitalised 

lease at December 31, 2011 1 912 1 418 - - 494 - - 

Carrying amount of capitalised 

lease at December 31, 2012 1 767 1 350 - - 388 29 - 

122 



The fair value of land and buildings amounted to some € 9 million at December 31, 2012 (2011: some € 17 million). The fall is 

attributable to the sale of two buildings and the decline in market value owing to current market developments. 

Alterations to rented premises relate to all substantial changes made to them. ICT is made up of computer and point of sale 

systems and the related operating software and peripheral equipment. 

Installations in buildings include all individual facilities fitted in buildings as well as permanent fixtures, such as sprinkler 

systems. 

Store and other furniture, fittings and equipment include store and office furniture and equipment. 

Other fixed operating assets refers mainly to the company’s own vehicles. 

The leased assets serve as collateral for the finance lease obligations of € 1 410 (2011: € 1 610). 


The item Reclassification to non-current assets held for sale, also in 2011, concerns the assets of Halfords and GP Décors. 

The change due to “acquisition” relates to the acquisition of Jones Bootmaker in April 2011. 

The item Reclassification from assets held for sale in 2012 concerns the transfer of land and buildings from Halfords to 

Macintosh Retail Group NV. 

In the course of 2012, property, plant and equipment was impaired by an amount of € 10 144 (2011: € 298). Of this impairment, 

€ 9 781 relates to the closure of over 110 unprofitable stores and € 363 to the closing of the head office and distribution centre 

in the United Kingdom following the integration into Fashion UK (see note 13). 

The carrying amounts of all assets were nil after impairment. 

7 

Financial assets (non-current) 

2011 Total 

Prepaid 

rents 

Other 

receivables 

At January 1, 2011 1 525 681 844 

Deconsolidation of discontinued operations - 140 - 118 - 22 

Reclassification to non-current assets held 

for sale - 534 - - 534 

Prepayments 567 567 - 

Other changes during the year 12 - 12 

At December 31, 2011 1 430 1 130 300 


At January 1, 2012 1 430 1 130 300 

Prepayments - 222 - 222 - 

Other changes during the year 19 25 - 44 

At December 31, 2012 1 189 933 256 


The item Reclassification to non-current assets held for sale, also in 2011, concerns the assets of Halfords and GP Décors. 

Prepaid rents are lump sum rentals paid on the takeover of leases covering the period to the next rental renewal date. The 

short-term portion is included in current assets. 

Other receivables refer to various guarantee deposits. 



8 

Inventories 

Inventories at € 198 905 (2011: € 201 322) relate almost entirely to goods for retailing. 

The write-down of inventories to lower net realisable value, which is chiefly owing to age and fashion sensitivity, is shown below. 

Write-down of inventories 2012 2011 

At January 1 8 591 9 860 

Deconsolidation of discontinued operations - - 841 

Reclassification to non-current assets held for sale - - 1 823 

Acquisition - 312 

Addition charged to income statement 6 928 6 583 

Use - 6 554 - 5 500 

At December 31 8 965 8 591 

The carrying amount of inventories recognised at lower net realisable value amounted to some € 10 million (2011: € 11 million). 

9 

Trade and other receivables and accrued income 

December 31, 2012 December 31, 2011 

Trade receivables 3 617 2 411 

Other receivables 1 578 2 474 

Prepayments and accrued income 14 750 16 029 

Total 19 945 20 914 

Trade receivables 

The rise compared with 2011 is mainly due to online activities, new alliances and reclassification of bonuses receivable of € 600, 

which were included under Other receivables in 2011. 

Sales in the group’s own stores are settled in cash, so that there is no exposure to credit risks. A provision of € 95 (2011: € 196) 

for doubtful debts was formed for trade receivables (see note 18b). Trade receivables do not bear interest and are generally 

settled within one month. 

Other receivables 

These relate mainly to receivables from suppliers and bonuses receivable. A provision of € 315 (2011: € 15) for doubtful debts 

was formed for other receivables (see note 18b). The decrease on 2011 is mainly due to reclassification of bonuses receivable 

of € 600 to Trade receivables. Other receivables do not bear interest and are generally settled within two months. 

Prepayments and accrued income December 31, 2012 December 31, 2011 

Prepaid rents 7 473 7 947 

Prepaid expenses 5 971 6 085 

Accrued income 1 306 1 997 

Total 14 750 16 029 

124 



10 


Cash in hand and at bank recognised under this heading is at the free disposal of the group. 


Current account balances with credit institutions 8 493 15 505 

Cash in hand 2 571 3 244 

Cash and cash equivalents according to balance sheet 11 064 18 749 

Cash and cash equivalents from discontinued operations 1 354 6 709 

Total cash and cash equivalents according to cash flow statement 12 418 25 458 

11 

Assets held for sale and liabilities associated with assets classified as held for sale 

During 2011, Macintosh Retail Group announced its intention to dispose of the activities of Halfords and GP Décors. The sale 

of GP Décors was effected on July 1, 2012. The sale of Halfords has been delayed owing to the exceptional economic developments. 

Since Macintosh Retail Group’s intention to sell Halfords has remained unchanged, and the sale is expected to be 

effected within the foreseeable future, the assets and liabilities of Halfords are recognised under Assets held for sale and 

Liabilities associated with assets classified as held for sale, respectively. 

At December 31, 2011, the assets and liabilities of GP Décors were likewise recognised under these items. The operating 

results of both companies (and results realised on any sale) are accounted for under Net result on discontinued operations. 

To the extent that the expected fair value net of costs to sell is below the carrying amount of the activities to be sold, an 

impairment was recognised and is charged to the income statement. The amount involved in 2012, - € 4 624, is also recognised 

under Net result on discontinued operations (see Note 21). 

12 Equity 

December 31, 2012 December 31, 2011 1 

Issued capital 9 737 9 737 

Share premium 3 952 3 952 

Unrealised exchange differences - 956 - 2 258 

Unrealised hedge results - 1 807 1 200 

Reserves for liabilities associated with assets classified as held for sale - 50 

Retained earnings 199 787 339 081 


Total 210 713 351 762 

The unrealised exchange differences relate to the translation of the equity of subsidiaries outside the euro zone. 

The unrealised hedge gains and losses relate to the cumulative change in the fair value of the cash flow hedge instruments 

insofar as these were effective. The reserve for unrealised hedge results on discontinued operations is disclosed separately 

under Reserves for liabilities associated with assets classified as held for sale. 

Retained earnings contains an amount of - € 4 182 (2011: - € 6 108) relating to actuarial gains and losses. These relate to the 

provision for defined benefit plans. In the 2012 financial year, Macintosh Retail Group implemented the amended IAS 19. One 

of the results is that all actuarial gains and losses relating to these pension plans are recognised directly in equity. 

For further details of equity, reference is made to the note on equity in the company balance sheet on (page 166 en 167). 



13 

Provisions 

13a Provision for employee benefits 

Of the provision for employee benefits of € 9 655, € 2 808 (2011: € 12 465) relates to pension obligations, € 1 688 (2011: 

€ 1 551) to jubilee benefits and € 5 159 (2011: nil) to guarantee premiums payable. 

December 31, 2012 December 31, 2011 1 

At December 31, 2010 - 5 702 

Restated following implementation of IAS 19(R) - 3 750 

At January 1 14 017 11 252 

Deconsolidation of discontinued operations - - 445 

Reclassification to liabilities associated with assets 

classified as held for sale - - 199 

Released to income statement - 7 859 - 

Addition charged to the income statement 6 979 2 083 

Change through other comprehensive income - 2 493 3 630 

Decrease due to payments - 1 053 - 2 394 

Exchange differences 64 90 

At December 31 9 655 14 017 


The provision for employee benefits is mostly non-current. 

For further details of the provision for employee benefits, see note 24. 

The amount of € 7 859 released to the income statement for 2012 relates to the transfer of the (formerly directly insured) 

pension plan to the industry pension fund. Of the addition of € 6 979, € 5 159 concerns the provision formed for liabilities for 

guarantee premiums payable. Both amounts of € 2 700 on balance are recognised in the income statement under Other 

operating expenses and shown separately in the column Exceptional items on account of their exceptional nature. 

126 



13b Other provisions 

Total 

Onerous 

contracts Restructuring Other 

At January 1, 2011 11 178 7 523 348 3 307 

Reclassification from current 

liabilities 306 - - 306 

Reclassification to liabilities 

associated with assets classified as 

held for sale - 877 - 769 - - 108 

Acquisition 1 322 - - 1 322 

Addition charged to the income 

statement 8 470 341 1 365 6 764 

Release to the income statement - 1 003 - - 303 - 700 

Charged to provisions - 2 716 - 1 748 - - 968 

Exchange differences 58 167 - - 109 

At December 31, 2011 16 738 5 514 1 410 9 814 

Non-current portion 2011 8 642 1 939 - 6 703 

Current portion 2011 8 096 3 575 1 410 3 111 

At January 1, 2012 16 738 5 514 1 410 9 814 

Addition charged to the income 

statement 32 826 29 925 1 256 1 645 

Release to the income statement - 2 494 - 18 - 815 - 1 661 

Charged to provisions - 3 069 - 1 480 - 403 - 1 186 

Exchange differences 156 87 - 6 75 

At December 31, 2012 44 157 34 028 1 442 8 687 

Non-current portion 2012 33 844 27 696 - 6 148 

Current portion 2012 10 313 6 332 1 442 2 539 

The current portion of the provisions is included under current liabilities. 

Provision for onerous contracts 

The provision for onerous contracts has been formed for those contracts whose unavoidable costs exceed the revenue they 

are expected to generate. Most of these contracts are rental contracts for stores that are likely to have a long-term negative 

cash flow and will be closed. The calculation of the unavoidable costs was based on estimated rental fees until date of 

closure, estimated rental buy-out sums payable to lessors upon closure, and expected unavoidable vacating costs. 

The addition to the provision for 2012 relates to the strategic repositioning of Macintosh Retail Group’s business model. In 

the current market, which is characterised by a changing revenue model, we are unable to operate a number of bricks-andmortar 

stores profitably, nor will we be able to do so in the future. That is why Macintosh has decided to reduce the retail 

portfolio and close over 110 unprofitable stores over the next few years. In connection with this, a provision has been formed 

for the onerous contracts described above, amounting to € 29 179. The remainder of the addition of € 746 for 2012 and the 

amount of € 1 480 charged to provisions concern ordinary changes. 

Of the decrease of € 2 009 in 2011, € 769 was owing to the intended sale of the activities of GP Décors and the related 

reclassification to Liabilities associated with assets classified as held for sale. 

Restructuring provision 

As part of the aforementioned strategic repositioning, it was also decided to pool the Fashion sector’s group services as 

much as possible for each country. Among other things, this led to the decision to close one of the two head offices and a 

distribution centre in the United Kingdom. The provision of € 1 256 formed for this in 2012 relates to liabilities for future staff 

redundancy payments and closure costs. 



Other provisions 

In 2012 an amount of € 1 661 was released from other provisions, € 1 000 of which related to the sale of subsidiaries in 

previous years and € 600 to staff-related obligations. The release related to the sale of subsidiaries in previous years is 

recognised under Net result on discontinued operations. The addition to other provisions mainly concerns staff-related 

obligations. 

The provision at December 31, 2012 related to the following obligations: 

Breakdown other provisions December 31, 2012 December 31, 2011 

Staff-related obligations 2 691 3 238 

Ongoing claims and rent disputes 2 116 1 818 

Prior-year acquisitions and disposals 3 728 4 698 

Other 152 60 

Total 8 687 9 814 

14 

Long-term borrowings 

At December 31, 2012, Macintosh Retail Group had access to the following credit facilities: 

Credit facilities December 31, 2012 December 31, 2011 

Long-term: 

- Committed roll-over facility 160 000 160 000 

- Committed current account overdraft facility 100 000 100 000 

Total 260 000 260 000 

The committed credit facility of € 260 000 is a roll-over facility of which a maximum amount of € 100 000 can be drawn in 

the form of a current account overdraft facility. It expires on September 16, 2015. Of the total facility, € 43 336 was used as 

at December 31, 2012 (2011: € 57 916). Borrowing requirements decreased substantially as a result of the gain received on 

the sale of BelCompany in mid-2011. As a result, at the request of Macintosh, the credit facility was reduced by € 100 000 to 

€ 160 000 in early 2013. This is expected to have a favourable effect on finance costs of some € 400 each year. 

The amount of € 39 135 (2011: € 48 742) recognised under long-term borrowings related in full to the portion of the roll-over 

facility taken up at December 31, 2012. The use of the current account overdraft facilities of € 7 958 (2011: € 7 916) is presented 

under current liabilities, and - € 3 757 is included under Liabilities associated with assets classified as held for sale. 

No collateral has been provided for these facilities. However, Macintosh Retail Group NV is required to comply with the following 

ratios at the consolidated level: 

Net Debt/EBITDA ratio < 3 (actual 2012: 0.85) 

Interest coverage ratio > 3 (actual 2012: 4.31) 

Moreover, Macintosh Retail Group and its group companies have undertaken not to encumber their assets. 

All borrowing requirements were financed at variable market rates, mostly based on Euribor rates. 

The variable interest rates were largely converted into fixed rates by means of interest rate swaps, resulting in the average 

effective rate paid in 2012 being 3.74% (2011: 4.19%). 

128 



15 Other non-current liabilities 


Finance lease obligations 1 157 1 384 

Customer loyalty programmes 2 352 2 325 

Investment and rental contributions 4 958 5 292 

Accruals 17 15 

Total 8 484 9 016 

Finance lease obligations 

At December 31, 2012, Macintosh Retail Group operated a store premise and other fixed assets (mainly vehicles) under 

finance leases. The future lease obligations are summarised below. 

Term of lease obligations December 31, 2012 December 31, 2011 

Minimum 

lease 

instalments 

Present 

value of 

lease 

instalments 

Minimum 

lease 

instalments 

Present 

value of 

lease 

instalments 

Less than one year 343 253 330 226 

One to five years 1 161 1 078 1 426 1 259 

Longer than five years 84 79 135 125 

Total minimum lease instalments 1 588 1 891 

Financing component - 178 - 281 

Present value of the finance lease 

instalments 1 410 1 410 1 610 1 610 

Non-current portion 1 157 1 384 

Current portion 253 226 

There is no sub-lease revenue. 

The present value of the lease obligations with a term of less than one year is included under current liabilities. The leased 

assets serve as collateral for the finance lease obligations. 

The principal finance lease contracts can be broken down as follows. 

Financial lease contracts 2012 2011 

Average 

remaining 

term 

in months 

Average 

rate of 

interest 

Present 

value of 

lease 

instalments 

Average 

remaining 

term 

in months 

Average 

rate of 

interest 

Present 

value of 

lease 

instalments 

Land and buildings 19 5,9% 963 31 5,9% 1 071 

Vehicles 72 5,9% 429 81 6,3% 539 

Other 26 14,2% 18 - - - 

Total 1 410 1 610 

For the land and buildings, purchase options are available on maturity totalling € 1 021. The total market value of the store 

premise is estimated to be around € 1.7 million. 



Customer loyalty programmes 

This item concerns turnover accrued in connection with group-launched customer loyalty programmes. Of the total accrual 

of € 3 601 (2011: € 3 735), € 2 352 (2011: € 2 325) is recognised as non-current and € 1 249 (2011: € 1 410) as current. 

Investment and rental contributions 

This item relates to accrued investment and rental contributions received from lessors. These payments are deducted from 

the rental charges and taken to the income statement over the terms of the leases. Of the total deferred investment 

and rental contributions of € 7 392 (2011: € 6 836), € 4 958 (2011: € 5 292) is recognised as non-current and € 2 434 (2011: 

€ 1 544) as current. 

16 

Current account overdrafts with credit institutions 

This concerns the portion of current account overdraft facilities at banks used as at the end of the year. The facilities are 

those referred to in note 14. 

A summary of interest-bearing debt and net debt allocated to continuing operations and discontinued operations is set out 

below. The amounts relating to the latter operations are included under Assets held for sale and Liabilities associated with 

assets classified as held for sale. 

December 31, 2012 

Total 

Continuing 

operations 

Discontinued 

operations 

Long-term borrowings 39 135 39 135 - 

Finance lease obligations (non-current 

and current) 1 410 1 410 - 

Current account with credit 

institutions 4 201 7 958 - 3 757 

Interest-bearing debt 44 746 48 503 - 3 757 

Cash and cash equivalents 12 418 11 064 1 354 

December 31, 2011 

Net debt 32 328 37 439 - 5 111 

Total 

Continuing 

operations 

Discontinued 

operations 

Long-term borrowings 48 742 48 742 - 

Finance lease obligations (non-current 

and current) 1 610 1 610 - 

Current account with credit 

institutions 7 829 7 916 - 87 

Interest-bearing debt 58 181 58 268 - 87 

Cash and cash equivalents 25 458 18 749 6 709 

Net debt 32 723 39 519 - 6 796 

17 Trade and other payables and accruals 


Trade payables 59 771 59 769 

Other taxes and social insurance contributions 25 676 24 636 

Lease obligations 253 226 

Other liabilities 7 568 13 316 

Accruals 35 704 34 865 

Total 128 972 132 812 

130 



Trade payables 

Trade payables do not bear interest and are generally paid within two months. 

Other liabilities 

These relate to pension premiums amounting to € 1 062 (2011: € 4 364) and other expenses payable amounting to € 6 506 

(2011: € 8 952). Of the pension obligations outstanding at December 31, 2011, € 4 350 related to a lump-sum payment made 

by Macintosh to a pension insurance company. This payment was made in 2012, which also, for the major part, explains the 

fall in other liabilities. 

Other liabilities do not bear interest and are generally paid within one month. 

Accruals 

These are made up of amounts payable regarding employee benefits and holiday allowances and entitlements, including 

social security charges, totalling € 17 349 (2011: € 16 382), rents of € 1 494 (2011: € 1 709), deferred turnover from customer 

loyalty programmes of € 1 249 (2011: € 1 410), deferred investment and rental contributions of € 2 434 (2011: € 1 544) and 

other accrued expenses, as well as income received in advance of € 13 178 (2011: € 13 820). 

18 

Capital management, market and other risks and risk management 

18a Capital management and financing policy 

Macintosh Retail Group’s capital management and financing policy is set and monitored centrally. 

Macintosh Retail Group aims for a healthy financial position, enabling it to meet its payment commitments at any time, 

using free cash flows. Agreements with banks were made in this regard in connection with committed credit lines as 

referred to in note 14. 

The group is financed through equity and interest-bearing debt. The objective is to achieve a ratio of equity to total assets 

(balance sheet total) of at least 25% and – under normal circumstances – a dividend distribution of 40% of net profit attributable 

to holders of ordinary shares. 

18b Credit risk 

Sales in the group’s stores are settled in cash, so that there is no exposure to credit risk. If at any time there is doubt about 

whether a receivable or a portion of it can be collected, a provision for doubtful debts is formed for the amount at risk. The 

provision is used once there is insufficient expectation of collecting the receivable. 

The tables below provide, respectively, a summary of the receivables outstanding at year-end and the corresponding provision 

for doubtful debts. The maximum credit risk equals the carrying amount of the receivable. No collateral or guarantees 

were obtained to hedge the credit risk. 

Loans and receivables December 31, 2012 December 31, 2011 

Trade 

receivables 

Other 

receivables 

Trade 

receivables 

Other 

receivables 

Gross amount 3 712 7 856 2 607 10 551 

Provision for doubtful debts - 95 - 315 - 196 - 15 

Carrying amount 3 617 7 541 2 411 10 536 

The provision for doubtful debts rose by € 199 in 2012 (2011: fall of € 1 025). Of this amount, € 300 relates to a one-off 

provision formed in connection with the sale of GP Décors. 

The other receivables consist of income tax receivable of € 5 707 (2011: € 7 762), miscellaneous non-current receivables of 

€ 256 (2011: € 300) and other current receivables of € 1 578 (2011: € 2 474), including other tax receivables and national 

insurance claims of € 24 (2011: € 206), positive balances at creditors of € 664 (2011: € 438) and amounts still to be invoiced 

of € 348 (2011: € 1 058). 



Provision for doubtful debts December 31, 2012 December 31, 2011 

Trade 

receivables 

Other 

receivables 

Trade 

receivables 

Other 

receivables 

At January 1 - 196 - 15 - 520 - 716 

Deconsolidation of discontinued 

operations - - 256 - 

Reclassification to non-current 

assets held for sale - - 58 647 

Addition charged to income 

statement - 9 - 302 - - 1 

Release - - - 31 

Use 110 2 8 24 

Exchange differences - - 2 - 

At December 31 - 95 - 315 - 196 - 15 

At December 31, an amount of € 2 383 (2011: € 1 888) of outstanding receivables had already matured but no provision had 

been formed for it yet. The amount can be broken down as follows. 

Phasing of receivables 

Matured receivables not provided for or written down 

Total 

receivables Not matured < 30 days 30-90 days > 90 days 

December 31, 

2012 11 158 8 775 1 744 532 107 

December 31, 

2011 12 947 11 059 1 233 298 357 

Receivables written off and charged directly to the income statement as doubtful debts: 


Trade receivables - 9 - 

Other receivables - 302 -1 

Total charged to the income statement - 311 -1 

Write-downs are recognised when there is insufficient expectation that the relevant receivable will be collected. 

See note 30 for interest income from receivables. 

18c Liquidity risk 

To manage liquidity risks, Macintosh Retail Group seeks to maintain an adequate liquidity buffer and ensure sufficient cash 

flow. Cash flow is managed by strict cash flow management, specifying a minimum rate of return on new investments and 

new stores, and active management of working capital. 

At December 31, 2012, the total credit facility amounted to € 260 million (see also note 35b, Events after the balance sheet 

date, and note 14), which is committed and expires in mid-September 2015. Of this amount, € 43.3 million had been used at 

December 31, 2012, leaving an unused portion of € 216.7 million. For further details of applicable ratios and collateral 

provided for the credit facilities, see note 14. 

132 



The table below shows the payment obligations for debts at December 31 based on contractually agreed payment dates. 

December 31, 2012 Total < 3 months 3-12 months > 1 year 

Long-term borrowings 39 135 - - 39 135 

Interest on long-term borrowings 1 990 181 553 1 256 

Finance lease obligations 1 410 63 190 1 157 

Current account overdrafts with 

credit institutions 1 7 958 7 958 - - 

Trade payables 59 771 56 359 3 190 222 

Other current liabilities 7 568 7 549 19 - 

Derivative financial instruments 2 297 749 663 884 

Total 120 129 72 859 4 615 42 654 

December 31, 2011 Total < 3 months 3-12 months > 1 year 

Long-term borrowings 48 742 - - 48 742 

Interest on long-term borrowings 2 115 213 414 1 488 

Finance lease obligations 1 610 77 149 1 384 

Current account overdrafts with 

credit institutions 7 916 7 916 - - 

Trade payables 59 769 56 781 2 842 146 

Other current liabilities 13 316 13 314 2 - 

Derivative financial instruments 1 364 420 465 479 

Total 134 832 78 721 3 872 52 239 

1 Part of the committed credit lines. 

The long-term borrowings concern the roll-over loans taken out as at the balance sheet date. These loans may be extended 

to September 16, 2015, at the latest. 

Macintosh Retail Group did not default on any borrowings in the year under review. 

The unused portion of the credit facility is sufficient to cover liabilities payable within one year. 

18d Foreign currency risk and foreign currency instruments 

Foreign currency risk is recognised as part of market risk. Approximately 26% (2011: 22%) of the group’s purchases is in a 

currency (mainly US dollars and also euros for UK group companies) other than the functional currencies of the group 

companies. The group only has revenue from sales in functional currencies. 

The group’s foreign currency risk management policy requires that cash flows related to purchase obligations in foreign 

currencies be fully hedged using forward exchange contracts, the contracted amount and term of these instruments being 

linked to the amount and term of the underlying transactions. 

At December 31, 2012, USD 45.3 million and EUR 8.9 million (2011: USD 64.0 million, EUR 1.9 million) in purchase obligations 

in 2013 were hedged by forward exchange contracts. The weighted average term of the contracts was 158 days (2011: 

206 days) and the weighted average hedge rate was € 1.00 = USD 1.289 and GBP 0.806 (2011: € 1.00 = USD 1.389 and GBP 

0.874). The forward exchange contracts are carried at fair value, which amounted to - € 908 at December 31, 2012 (2011: 

€ 2 634). Fair value is based on the forward rates at the balance sheet date of similar contracts with corresponding terms 

to maturity. 

The cash flow hedges of future goods purchases were effective. The unrealised loss of - € 908 at year-end 2012 (2011: 

€ 2 634) is accordingly recognised in equity, allowing for deferred tax liabilities. On settlement of a forward exchange 

contract, the fair value of the contract is added to the cost of the goods concerned. 

Intercompany receivables and trade liabilities in currencies other than the functional currency of the relevant group company 

are not hedged given the short time that lapses between the receivable or liability arising and its payment. 

Intercompany borrowings are hedged, however. The derivative financial instruments are carried at fair value, which amounted 

to € 217 at December 31, 2012 (December 31, 2011: - € 420). As hedge accounting is not applied in this case, exchange gains 

and losses are recognised in the income statement. 



Macintosh Retail Group also held net investments in Brantano UK Ltd and Monsta Group Ltd (Jones Bootmaker), UK, and in 

Macintosh Hong Kong Ltd and Brantano Asia Ltd, Hong Kong, at year-end 2012 that are exposed to currency risks. These 

risks are not hedged. 

The table below shows the effect on equity at year-end and on net result if the rates of the principal currencies for Macintosh 

Retail Group had changed by 10% at the balance sheet date, under the assumption that all other variables had remained the 

same. 

Effect of changes in 

exchange rates 

Relative change in 

exchange rate 

Effect on 

equity 

Effect on 

net result 

2012 USD + 10% - 2 197 - 

USD -/- 10% 3 378 - 

GBP + 10% - 1 518 1 508 

GBP -/- 10% 1 856 - 1 842 

HKD + 10% - 745 - 591 

HKD -/- 10% 911 723 

2011 USD + 10% - 1 867 - 

USD -/- 10% 2 282 - 

GBP + 10% - 3 910 - 37 

GBP -/- 10% 4 779 44 

HKD + 10% - 820 - 444 

HKD -/- 10% 1 002 543 

18e Interest rate risks and interest rate instruments 

Macintosh Retail Group also recognises interest rate risk as part of market risk. Macintosh Retail Group’s policy is that the 

interest rate paid on loans and debts be based on a variable market rate as much as possible. A market-related, variable 

rate of interest is paid on all interest-bearing debts shown in the balance sheet, unless they are hedged as referred to below. 

Macintosh Retail Group NV uses interest rate swaps to manage the cash flow risks on non-current obligations subject to a 

variable rate of interest as well as short-term credits with financial institutions insofar as these are of a roll-over nature. 

The amounts and terms to maturity of these derivatives are linked to the amounts and terms to maturity of the positions 

they hedge. Interest rate instruments are carried at fair value, which is based on their market value. 

To manage the cash flow risk on interest-bearing liabilities, 3 interest rate swaps with a total fair value of - € 1 389 (2011: 

- € 943), of which - € 884 was long-term and - € 505 short term, were in place at December 31, 2012. 

The following interest rate instruments, averaging € 30 million in size during their average remaining term to maturity, were 

outstanding at the end of the year under review. 

Interest rate instruments 

Number 

Total 

average 

amount 

Average 

remaining 

term to 

maturity 

Average 

rate of 

interest 

Value at 

December 

31, 2012 

Interest rate swaps to hedge rent and 

lease obligations 1 1 317 3½ years 2.49 - 93 

Interest rate swaps to hedge 

continuous credits 2 30 000 2½ years 1.79 - 1 297 

Macintosh Retail Group NV and/or its subsidiaries pay a fixed rate and receive a variable rate of interest in respect of these 

interest rate swaps, effectively fixing the interest rate on the hedged obligations. 

134 



Cash flow hedges in respect of fluctuations in variable interest rates are effective. The unrealised loss of € 1 389 at year-end 

2012 (2011: loss of € 943) is accordingly recognised in equity, allowing for deferred tax liabilities. 

A 0.5 percentage point increase or decrease in the variable interest rate would have had an estimated effect on profit before 

tax of about € 130 (2011: € 150). Changes in the interest rate, if any, do not affect equity. 

See note 30 for the interest charges resulting from interest-bearing liabilities. 

18f 

Fair value of financial instruments 

Fair value/Carrying amount 

Financial assets December 31, 2012 December 31, 2011 

Trade receivables 3 617 2 411 

Other non-current and current receivables 1 834 2 774 

Derivative financial instruments 217 2 585 

Cash and cash equivalents 11 064 18 749 

Total 16 732 26 519 

Fair value/Carrying amount 

Financial liabilities December 31, 2012 December 31, 2011 

Long term borrowings 39 135 48 742 

Current account overdrafts with credit institutions 7 958 7 916 

Financial lease obligations 1 410 1 610 

Trade payables 59 771 59 769 

Other non-current and current liabilities 7 568 13 316 

Derivative financial instruments 2 297 1 364 

Total 118 139 132 717 

The table above provides insight into the fair values of financial instruments held by Macintosh Retail Group. The fair values 

of the financial instruments equal their carrying amounts. 

The non-interest-bearing receivables are recognised at face value, net of a provision for doubtful debts where necessary. 

This value approximates their fair value. 

Derivative financial instruments are recognised at fair value. See notes 18d, Foreign currency risk and foreign currency 

instruments, and 18e, Interest rate risks and interest rate instruments, for their amounts. 

Cash and cash equivalents are measured at face value, which is the same as their fair value. 

The long-term borrowings, current account overdrafts and finance lease obligations all have a market interest rate based 

on Euribor rates. These items are carried at amortised cost, which is virtually the same as their fair value. 

Non-interest-bearing debt is measured at amortised cost, which is the same as fair value. 

For measuring the fair values of financial instruments, there are three levels in the fair value hierarchy: 

1 Market listing 

2 Other market information 

3 Factors other than market information 



Macintosh Retail Group only measures derivative financial instruments at fair value. The financial instruments in question 

were measured using level-2 market information. 

There were no transfers of items between the three levels in 2011 and 2012. 

19 

Commitments and contingencies 

Rental and operating lease commitments 

The value of existing rental and operating lease commitments concerning property, plant, equipment and vehicles broken down 

by term is as follows: 

Rental commitments 

Face value 


Present 

value 1 

Face value 

Present 

value 2 

Less than one year 118 405 113 230 133 991 128 838 


Longer than five years 145 332 99 009 203 769 146 305 

Total 577 250 483 890 694 943 589 445 

Operating lease commitments 

1 Discount rate applied: 4.57%. 

2 Discount rate applied: 4.0%. 

Face value 


Present 

value 1 

Face value 

Present 

value 2 

Less than one year 3 287 3 143 3 161 3 039 


Longer than five years 986 754 2 033 1 578 

Total 11 072 9 814 11 258 9 978 

The face value of revenue expected from property rentals amounts to € 9 200 (2011: € 10 976). The present value of this 

revenue is € 8 889 (2011: € 10 584). 

Under two operating lease contracts for property, Macintosh Retail Group has the right to acquire the relevant property upon 

termination of the contract or extend the lease contract on market terms ruling at the time. The purchase option can be 

exercised at a price determined at inception of the contract and that reflects – based on information at the time – the market 

value of the property at the time of exercise of the purchase option. 

Other commitments 

At the end of 2012, bank guarantees and group guarantees issued mainly for rental commitments totalled € 4 429 (2011: 

€ 4 703) and € 10 103 (2011: € 7 397) respectively. 

20 

Segment information 

20a Information on segments 

For management purposes, the group is divided into segments, based on products and services provided. 

Since the strategic repositioning, which bolstered the position of Fashion, the Managing Board has made changes to the 

company’s operational management model. Consequently, it also reconsidered the segment classification; however, this 

has not produced any new insights. 

136 



The division leads to the following operating segments for reporting purposes: 

- Fashion 

Fashion comprises stores for the fashion segment, mainly chain stores that sell shoes, some of them clothing as well. 

- Living 

The Living sector comprises stores for home furnishing and decoration. 

The segments reported on are aggregates of operating segments that satisfy the criteria specified in IFRS 8. 

Goodwill purchased as part of acquisitions is not allocated to segments designated. This is to enable a better comparison 

between segments of capital employed. 

There are no transactions between operating segments. 

The item ‘Non-allocated’ operating result relates to all results not directly allocable to the segments. Such results are those 

generated by businesses that do not meet the IFRS 8 definition of an operating segment. 

Non-allocated assets and liabilities concern all assets and liabilities not directly allocable to the segments. Apart from the 

goodwill mentioned above, such assets and liabilities are those belonging to businesses that do not meet the IFRS 8 definition 

of an operating segment. 

As financing activities and tax management are conducted at group level, finance revenue and finance costs, as well as tax 

items, are not allocated to individual segments. 

Operating assets and liabilities 

The operating assets include all assets. The operating liabilities consist of the total of current liabilities less financial liabilities 

(current account overdrafts with credit institutions, current portion of long-term borrowings, and current portion of 

finance lease obligations), the current portion of provisions, and derivative financial instruments. 

Operating liabilities 2012 2011 

Total operating liabilities according to 

segment information 134 839 134 787 

Current interest-bearing debt 8 211 8 142 

Current provisions 10 313 8 096 

Short-term derivative financial instruments 1 413 885 

Total according to balance sheet 154 776 151 910 

20b Geographical segmentation 

Intangible assets and goodwill 2012 2011 

The Netherlands 50 376 106 468 

Other countries 100 320 140 184 

Total carrying amount 150 696 246 652 

Property, plant and equipment 2012 2011 



Total carrying amount 78 766 89 503 

1 Turnover by geographical segment is based on deliveries to customers by country. 

Net turnover 1 2012 2011 



Total net turnover 893 231 875 168 



20c Balance sheet and income statement 

2012 Note* 

Balance sheet Total Fashion Living 

Operating assets of operating segments 1,2 337 667 272 124 65 543 

Discontinued operations 17 949 

Adjustments and eliminations - 25 422 

Non-allocated 20a 156 080 

Total according to balance sheet 486 274 

Operating liabilities of operating segments 132 322 96 583 35 739 


Total operating liabilities 20a 134 839 

Net capital employed of operating 

segments 1,2 205 345 175 541 29 804 

As a percentage of total 100% 85% 15% 

Income statement Note* Total Fashion Living 

Net turnover 893 231 700 974 192 257 


Operating result excluding exceptional items 24 882 18 845 6 037 

Exceptional items - 39 116 - 30 313 - 8 803 

Operating result including exceptional items - 14 234 - 11 468 - 2 766 

Non-allocated excluding exceptional items 20a - 6 794 

Exceptional items - 96 339 

Non-allocated including exceptional items - 103 133 

Operating result according to income 

statement - 117 367 

Net finance revenue/costs - 3 569 

Result before taxes - 120 936 

Income tax expense 1 060 

Net result on continuing operations - 119 876 

Net result on discontinued operations - 6 151 

Net result according to income statement - 126 027 


1 Excluding goodwill. This is included under ‘non-allocated’. 

2 Including trade names for € 33 million. 

For further details of exceptional items, reference is also made to note 27. 

Of non-allocated assets of € 156 080, € 114 270 relates to goodwill. 

Non-allocated operating result mainly concerns the following items: 

Non-allocated operating result 2012 

Impairment of goodwill - 96 339 

Central costs incurred by Holding company and 

Intragroup Services - 6 794 

Total -103 133 

138 



Balance sheet and income statement 

2011 3 Note* 

Balance sheet Total Fashion Living 

Operating assets of operating segments 1,2 356 384 287 429 68 955 


Adjustments and eliminations - 22 655 


Total according to balance sheet 620 757 

Operating liabilities of operating segments 129 862 92 809 37 053 


Total operating liabilities 20a 134 787 

Net capital employed of operating 

segments 1,2 226 522 194 620 31 902 


Income statement Note* Total Fashion Living 

Net turnover 875 168 666 890 208 278 


Operating result excluding exceptional items 38 867 29 300 9 567 

Exceptional items - - - 

Operating result including exceptional items 38 867 29 300 9 567 

Non-allocated excluding exceptional items 20a - 7 003 

Exceptional items - 4 058 

Non-allocated including exceptional items - 11 061 

Operating result according to income 

statement 27 806 

Net finance revenue/costs - 5 189 

Result before taxes 22 617 

Income tax expense - 3 441 

Net result on continuing operations 19 176 

Net result on discontinued operations 79 959 

Net result according to income statement 99 135 


1 Excluding goodwill. This is included under ‘non-allocated’. 

2 Including trade names for € 34 million. 

3 Figures have been restated following implementation of IAS 19(R). 

Of non-allocated assets of € 257 024, € 210 060 relates to goodwill. 

The non-allocated operating result mainly concerns the following items: 

Non-allocated operating result 2011 

Pension charge (including consultancy fees) - 4 750 

Earn-out gain 692 

Central costs incurred by Holding company 

and Intragroup Services - 7 003 

Total - 11 061 



20d Capital expenditure, disposals, depreciation and amortisation 


Total Fashion Living 

Additions to: 

- intangible assets 772 289 483 

- property, plant and equipment 17 769 15 015 2 754 

18 541 15 304 3 237 

Non-allocated 901 

Total of segments 19 442 

Discontinued operations 360 

Total 19 802 


Depreciation and amortisation: 

- regular depreciation and amortisation 24 000 20 165 3 835 

- impairments 10 144 7 206 2 938 

Non-allocated: 

- regular depreciation and amortisation 505 

- impairments 96 339 

34 144 27 371 6 773 

96 844 

Total 130 988 


Disposals: 

Property, plant and equipment - 247 - 247 - 

Non-allocated - 179 

Total - 426 

140 



Capital expenditure, disposals, depreciation and amortisation 

2011 


Additions to: 

- intangible assets 1 322 1 057 265 

- property, plant and equipment 19 558 17 453 2 105 

20 880 18 510 2 370 

Non-allocated 1 211 

Total of segments 22 091 


Total 25 933 


Depreciation and amortisation: 

- regular depreciation and amortisation 23 120 18 724 4 396 

- impairments 298 298 - 

Non-allocated: 

- regular depreciation and amortisation 318 

- impairments - 

23 418 19 022 4 396 

318 

Total 23 736 



21 

Discontinued operations 

The item Net result on discontinued operations comprises the operating results of Halfords and GP Décors (until the date 

of sale), as well as the results realised on the sale of GP Décors. In 2011, this item comprised the operating results of 

BelCompany, Halfords and GP Décors, as well as the gain realised on the sale of BelCompany. 

The balance sheet, results and cash flows of discontinued operations are set out below. 

Condensed balance sheet of discontinued 

operations 


Intangible assets - 118 

Property, plant and equipment - 5 494 

Financial assets (non-current) - 416 

Inventories 15 169 18 014 

Receivables (including receivables 

from group companies) 1 113 2 126 

Other current assets 635 1 371 

Cash and cash equivalents 5 111 6 796 

Total assets 22 028 34 335 

Less: eliminations and consolidation 

adjustments - 4 079 - 4 331 

Assets held for sale 17 949 30 004 

Provisions 411 345 

Non-current liabilities (including payables to 

to group companies) 811 453 

Other liabilities (including payables to group 

companies) 22 678 27 837 

Other current liabilities 1 945 2 045 

Total liabilities 25 845 30 680 

Less: eliminations and consolidation 

adjustments - 17 472 - 21 154 

Liabilities associated with assets classified 

as held for sale 8 373 9 526 

The amounts at December 31, 2012 relate solely to Halfords, whereas those at December 31, 2011 related to both Halfords 

and GP Décors. The balance sheet of GP Décors at the time of sale is included in note 4. 

Assets and liabilities of discontinued operations are included, after elimination of intercompany balances, in the consolidated 

balance sheet at December 31, under Assets held for sale and Liabilities associated with assets classified as held for sale, 

respectively. The sale of GP Décors was effected in 2012. The sale of Halfords has been delayed owing to the current 

economic situation. The sale is expected to be effected within approximately one year. Since the reclassification to Assets 

held for sale, there has been no depreciation or amortisation of the non-current assets included in this item. 

However, an impairment of € 4 624 in total (2011: € 10 761) was recognised to realise the expected fair value less costs to 

sell. The impairment is accounted for under Net result on discontinued operations, with € 935 (2011: € 6 170) relating to 

non-current assets and € 3 689 (2011: € 4 336) to inventories. In addition, impairment of receivables amounted to € 255 in 

2011. The fair value of the assets is based on the expected recoverable amount. 

To the extent that the impairment amount exceeded the carrying amount of the non-current assets, pro-rata impairment of 

inventories and, in 2011, of receivables from customers and suppliers was recognised in respect of the excess amount. 

142 



Condensed income statement of discontinued 

operations 


Net turnover 83 812 217 757 

Total costs - 86 624 - 221 840 

Operating result - 2 812 - 4 083 

Net finance revenue/costs - 1 104 - 1 321 

Result before taxes: 

- from operations - 3 916 - 5 404 

- losses/gains on sale - 1 323 96 275 

- other exceptional items - 3 624 - 10 761 

- 8 863 80 110 

Income tax expense: 

- from operating result 1 416 1 285 

- from results realised on sale 1 2 296 - 1 436 

2 712 - 151 

Net result on discontinued operations - 6 151 79 959 

1 including prior-year tax adjustment. 

Earnings per share - 0.27 3.43 

Diluted earnings per share - 0.26 3.43 

Condensed cash flow statement of 

discontinued operations 


Net cash flow from operating activities - 2 198 - 7 377 

(Payment) recovery of income tax 1 306 1 869 

Net cash flow from operating activities - 892 - 5 508 

Additions to non-current assets - 360 - 3 842 

Disposals of non-current assets 1 088 - 

Sale of participations - 2 902 125 961 

Net cash flow from investing activities - 2 174 122 119 

Net cash flow from financing activities 1 372 - 1 596 

Total net cash flow - 1 694 115 015 

Of additions to non-current assets in 2011, € 2.0 million related to the purchase of premises in view of the intended sale of 

Halfords. 

Disposals of non-current assets in 2012 related to the sale of property by Halfords. 

GP Décors was sold in July 2012. As part of the transaction, debts outstanding as at the date of sale of € 2.2 million were 

repaid. Besides, an amount of € 0.7 million of cash and cash equivalents was included in the sale. In 2011, net cash flow 

from sales related to the sale of BelCompany. 

Cash flow from the sale of participations can be broken down as follows. 

Net cash flow from sale/acquisition of 

participations 


Cash selling price - 127 541 

Less: Cash and cash equivalents included in the sale - 2 902 - 1 580 

Total - 2 902 - 125 961 

Of the net cash flow from financing activities, € 2.5 million relates to intercompany loans taken out (2011: repayment of 

(intercompany) loans: - € 93 million) and € 1.1 million (2011: € 1.3 million) to interest paid. 



22 

Net turnover 

Net turnover from continuing operations of € 893 231 (2011: € 875 168) relates in full to turnover from goods sold. 

23 

Other operating income 

The amount of €692 recognised in 2011 related in full to the earn-out scheme connected with the acquisition of Jones Bootmaker. 

24 

Employee benefits 

Breakdown of benefits 2012 2011 1 

Short-term benefits: 

- wages and salaries 144 075 136 757 

- voluntary and compulsory social insurance 

charges 29 721 28 224 

Long-term benefits: 

- pension charges 5 315 10 440 

- jubilee benefits 167 38 

Termination benefits 549 1 552 

Share option plans 731 776 

Total 180 558 177 787 


Pension charges for 2012 include a one-off gain of € 2 700 relating to the conversion of a pension plan to Bedrijfstakpensioenfonds 

voor de Detailhandel, ‘BpfD’, the retail trade industry pension fund. The 2011 figures included a one-off charge of 

€ 4 350, representing a purchase of a life-long indexation. Both items are recognised in the income statement under Other 

operating expenses. Further details on the pension charges are given in note 24a. 

Number of FTEs 2012 2011 

Fashion 4 601 4 744 

Living 981 1 039 

Holding company and Intragroup Services 84 80 

Total 5 666 5 863 

24a Pension plans 

Most of the Macintosh Retail Group pension plans are multi-employer plans, administered by industry pension funds. In 

addition to the industry pension plans there are defined benefit plans in place, some of which are directly insured with 

insurance companies, and others are incorporated into a company pension fund. Finally there are defined benefit plans. 

Industry pension funds 

For the majority of employees working for the Dutch companies, pension plans are in place which are administered by the 

various retail trade industry pension funds (BpfD) and the Living pension fund. The BpfD plans qualify as group contribution 

plans (CDCs) and are therefore treated as defined contribution plans. 

The Living industry pension fund plans are index-linked average pay plans, in the form of defined benefit plans. Since the 

fund concerned is unable to provide the required information, and because Macintosh Retail Group does not have adequate 

insight into the liabilities and plan assets of the fund concerned, Macintosh Retail Group is not in a position to make the 

required calculations to determine the amount of the net provision. The pension plans are accordingly recognised as defined 

contribution plans. 

144 



There are no contractual agreements with the industry pension funds stipulating that any surpluses and deficits will be 

credited or charged, respectively, to the participating companies. The BpfD’s and Living industry pension fund’s coverage 

ratios were 105% and 100%, respectively, at December 31, 2012. Contributions payable to either pension fund for 2013 will 

remain unchanged from 2012. 

In 2012, € 4 007 (2011: € 2 997) was charged to the income statement for contributions to industry pension funds. 

Other insured plans 

In addition to Macintosh Retail Group’s membership of industry pension funds, it had three other pension plans in place 

through 2011 that were based on the salary and years of service system. Accordingly, these qualified as defined benefit 

plans. Two plans related to personnel of the Dutch group companies and the third to personnel in the United Kingdom. At 

year-end 2012, the Dutch plans had been converted to defined contribution plans; the United Kingdom plan continued to be 

a defined benefit plan. 

Provisions for the defined benefit plans are disclosed in the balance sheet. The liabilities and charges under the defined 

pension plans are calculated using the Projected Unit Credit method. 

Macintosh Retail Group first adopted the amended IAS 19 with effect from the 2012 financial year (see also the Summary of 

significant accounting policies section), meaning all actuarial differences being disclosed in the balance sheet and recognised 

through equity. The comparative figures for 2011 have been restated accordingly. The implementation of the amended 

standard resulted in an increase in the pension provision as at January 1, 2012 of € 6 970, to € 12 465 (January 1, 2011: 

increase of € 3 750 to € 9 068). Pension charges for 2011 fell by € 492, due to the impact of the new standard on income from 

settlements. 

Of this decrease € 235 is recognised in the operating result and € 257 in Net result on discontinued operations. 

Dutch plans 

At December 31, 2011, the contract for one of the Dutch plans expired. As from that date, the separated assets were made 

available to the insurance company, with all liabilities of Macintosh Retail Group also being transferred to the insurance 

company. The positive effect of this transfer to the insurance company on profit amounted to € 492, of which € 235 is recognised 

in the operation result and € 257 in Net result on discontinued operations. In addition, Macintosh voluntarily paid a 

lump sum of € 4 350 to the insurance company to purchase a life-long indexation. This item (including consultancy fees of 

€ 400) was recognised in the 2011 income statement under Other operating expenses and disclosed in the Exceptional items 

column. Effective January 1, 2012, the active employees concerned were offered a new pension plan that satisfies the 

definition of a defined contribution plan under IAS 19. 

The other Dutch defined pension plan (1 251 active members) was directly insured with an insurance company through 

December 31, 2012, with exemption being granted by the BpfD. Effective January 1, 2013, the exemption was terminated, 

with the accrued pension entitlements being transferred directly to the BpfD. As of that date, the plan will be recognised as 

a defined contribution plan, in line with the other plans administered by the industry pension funds. 

The pension rights accrued as at December 31 will continue to be insured with the pension company contribution-free. 

Macintosh Retail Group will be obliged to pay contractually agreed guarantee premiums, so as to guarantee the beneficiaries 

concerned a nominal pension. 

Accrued pension entitlements are only indexed for non-active members if and to the extent that the insurance company’s 

funds permit this. Indexation of active members’ pensions as at December 31, 2012 (1 251 active members) is based on 

indexation rates used by the BpfD and will be financed by Macintosh if necessary. Macintosh Retail Group’s future exposure 

to risks relating to the latter pensions will be limited. Based on the above, the pension provision for settlements fell by 

€ 7 859 as at December 31, 2012. A provision for guarantee premiums payable of € 5 159 was formed, in line with IAS 37, at 

December 31, 2012. This provision is measured at present value. Both amounts (net income of € 2 700) are recognised under 

Other operating expenses and are disclosed in the income statement in the column Exceptional items. 

Non-Dutch plan 

The non-Dutch plan is incorporated into a company pension fund. This plan is based on final pay and is closed to new 

members (year-end 2012: 17 active members; year-end 2011: 18 active members). 

For all defined pension plans liabilities and charges are calculated separately and provisions are disclosed in the balance 

sheet when applicable. For the individual defined benefit plans, all calculations of their liabilities, assets, costs, revenue, 

actuarial differences and impact on comprehensive income are made separately. 

The liabilities and charges under the defined pension plans are calculated using the Projected Unit Credit method. Plan 

assets are carried at their market value at the balance sheet date. Plan assets consist of shares, fixed-interest securities, 

and cash and cash equivalents. They include no shares or other financial instruments of Macintosh Retail Group NV or any 

of its group companies. 



Macintosh Retail Group opted for early adoption of the revised IAS 19 with effect from the 2012 financial year. Unlike in 

previous years, when they were treated in accordance with the corridor method, all actuarial differences are disclosed in the 

balance sheet and recognised in Other comprehensive income. Interest components forming part of costs for the year are 

included in employee benefits payable, as they were in previous years. 

The comparative figures for 2011 have been restated accordingly. 

Implementation of the amended standard resulted in an increase in the pension provision of € 6 970 as at January 1, 2012 

(January 1, 2011: € 3 749). This is due to the fact that all actuarial gains and losses are recognised in the balance sheet 

under the new standard. The impact on the net result for 2012 is negligible. Pension charges for 2011 fell by € 492, due to 

the effect of the asset ceiling being recognised in equity, rather than in profit or loss, under the new standard. 

The pension provision breaks down as follows. 

Net provision 

December 


December December December December 

31, 2011 1 31, 2010 1 31, 2009 1 31, 2008 1 

Present value of the fully or partially 

funded obligations 9 925 67 080 109 894 98 602 94 618 

Fair value of the plan assets - 7 117 - 54 615 - 101 996 - 95 712 - 84 474 

Balance (unfunded) 2 808 12 465 7 898 2 890 10 144 

Undisclosed assets above 

asset ceiling - - 1 170 - - 

Total net provision according to 

balance sheet 2 808 12 465 9 068 2 890 10 144 


The experience adjustments during the year can be broken down as follows. 

Experience adjustments 2012 2011 2010 2009 2008 

To pension obligations - 472 1 390 466 1 096 9 

To plan assets 1 750 - 1 957 - 4 477 5 529 - 10 060 

The changes in the net provision were as follows. 

Changes in net provision 2012 2011 

Net provision at December 31, 2010 - 5 318 

Restated following implementation of IAS 19(R) - 3 750 

Net provision at January 1 12 465 9 068 

Net (income)/expense recognised in income 

statement - 6 206 2 045 

Changes to other comprehensive income - 2 493 4 800 

Changes in asset ceiling - - 1 170 

Contributions paid - 1 023 - 2 367 


Total net provision according to balance sheet 2 808 12 465 

Net income of € 6 206 recognised in the income statement includes the settlement of € 7 859 relating to the transfer of 

insured pension liabilities to the BpfD. 

146 



The changes in the present value of the obligations were as follows. 

Changes in obligations 2012 2011 

Liabilities at January 1 67 080 109 894 

Current pension charge for year of service 1 478 1 903 

Interest charge 3 352 5 286 

Benefits paid - 1 493 - 3 885 

Actuarial (gains)/losses - 744 2 782 

Deconsolidation of discontinued operations - - 1 304 

Settlements/curtailments - 59 965 - 47 883 


Total obligations at December 31 9 925 67 080 

The impact of demographic factors on actuarial gains and losses is unknown. 

The changes in the fair value of plan assets were as follows. 

Changes in fair value of plan assets 2012 2011 

Fair value of plan assets at January 1 54 615 101 996 

Expected return on plan assets 2 619 4 760 

Employer contributions 1 023 2 367 

Employee contributions 557 688 

Benefits paid - 1 493 - 3 885 

Actuarial gains/(losses) 1 749 - 2 018 

Deconsolidation of discontinued operations - - 1 047 

Settlements/curtailments - 52 105 - 48 444 


Total fair value of plan assets at December 31 7 117 54 615 

The expected return on plan assets is, according to IAS 19, determined on the basis of the discount rate used. 

Settlements/curtailments for 2012 related to the transfer of pension liabilities to the BpfD effective January 1, 2013. In 2011, 

this item related to the termination of the insurance contract as at January 1, 2012 as referred to in the section on Other 

insured plans. 

The categories of plan assets are as follows. 

Plan assets as at December 31 2012 2011 

Fixed-interest securities 19.2% 72.4% 

Shares 80.4% 27.8% 

Other (including cash and cash equivalents) 0.4% - 0.2% 

Total 100.0% 100.0% 

No investments are made in shares of Macintosh Retail Group or in any assets used within the group. 

The difference in the breakdown of plan assets as at December 31, 2012 compared with December 31, 2011 is the result of 

the termination of the Dutch defined benefit plan at December 31, 2012, with approximately 80% of plan assets being 

fixed-interest securities. 



The following items are recognised in the income statement: 

Costs for the year 2012 2011 

Current pension charge for year of service 1 478 1 903 

Settlements/curtailments - 7 859 305 

Expected employee contributions - 557 - 688 

Net interest charge (revenue) on net 

pension liability 581 320 

Expected administrative and other costs 151 205 

Recognised in the income statement related 

to defined benefit plans - 6 206 2 045 

Addition provision for guarantee premiums 5 159 - 

Total recognised in the income statement - 1 047 2 045 

Of which included under: 

- continuing operations - 1 047 2 294 

- discontinued operations - - 249 

Settlements for 2012 related to the transfer of part of the pension liabilities to the BpfD. In 2011, this item related to the sale 

of a group company and was recognised under Net result on discontinued operations. 

The actual return on the plan assets is € 4 520 (2011: € 2 850). 

The following (weighted average) parameter values underlie the calculation of pension liabilities, provisions and costs: 

Actuarial assumptions 2012 2011 

Discount rate at January 1 4.56 - 5.10% 4.77 - 5.40% 

Discount rate at December 31 3.30 - 4.60% 4.60 - 5.10% 

Expected rate of return on plan assets 

for the year 4.60 - 5.10% 4.77 - 5.40% 

Future salary/pay increases 2.89% 3.27% 

Indexation of active members’ pensions 0.26% 1.96% 

Indexation of inactive members’ pensions and 

of pensions in payment 0.17% 0.72% 

Inflation rate 2.12% 2.06% 

The expected return on plan assets equals the discount rate used to discount the pension obligations. 

The sensitivity of the pension liability as at December 31, 2012 to changes in assumptions is given below. Since all Dutch 

plans had been converted into defined contribution plans as at December 31, 2012, this analysis only applies to the plans in 

force in the United Kingdom. 

The effect of changes in assumptions on the result is negligible. 

Effect on pension obligations December 31, 2012 

Discount rate + 1% percentage point - 2 000 

Inflation rate - 1% percentage point 2 000 

Future salary/pay increases + 1% percentage point 500 

Life expectancy + 1 year 200 

The expected employer contributions for the following year are estimated at € 165 (expected contributions in 2012: € 1 304). 

The fall on last year is due to the transfer of a pension plan to the BpfD at January 1, 2013 as disclosed in the section on 

Other insured plans. 

148 



Defined contribution plans 

The defined contribution plans of Macintosh Retail Group mostly concern the pension plans of companies outside the 

Netherlands and top-up pension plans for Dutch employees. 

During the financial year, an amount of € 2 355 (2011: € 5 398, of which € 4 350 being a one-off charge) was charged to the 

income statement in respect of defined contribution plans. 

Total pension charges can be broken down by cost category as follows. 

Classification of pension charges 2012 2011 

Included under: 

- selling expenses 3 468 2 836 

- general administrative expenses 4 547 3 329 

- other operating expenses - 2 700 4 350 

- continuing operations 5 315 10 515 

- discontinued operations - - 75 

Total 5 315 10 440 

24b Jubilee benefits 

The group has a number of jubilee benefit plans that vary from company to company. The provision for the benefit payments 

is based on the various arrangements in force and is calculated using the Projected Unit Credit method. 

24c Staff share option plan 

Macintosh Retail Group NV has a share option plan in place for members of its Managing Board, and for the directors and 

management of the group companies and the holding company. The objective is to increase their commitment to the longterm 

growth of the company. The granting of options is the prerogative of the Supervisory Board. The guiding principle is that 

the total number of options to be granted in any one year may not exceed 2% of the issued share capital. Each option granted 

entitles the holder to one ordinary share in Macintosh Retail Group NV. There are no cash settlement alternatives available. 

There are some 30 members of the plan (2011: some 40). A decision is taken every year on whether or not to grant options. 

The number of options to be received by each participant is assessed individually, partly based on the position of the participant 

and the size of the company concerned. Options are not granted to members of the Supervisory Board. As part of the 

procedure, the Supervisory Board - or the Managing Board with the approval of the Supervisory Board - announces its decision 

on the granting of options every year in December. The granting itself follows on the day the full annual figures are 

published. The exercise price of options granted effective 2012 is equal to the average closing price of the Macintosh Retail 

Group NV shares on the three days prior to the publication of the annual figures. Neither the exercise price nor any other 

conditions relating to the options granted are adjusted during the term of the options, except in the event of structural 

changes to the share capital, such as a share split. 

The options have a term of five years, with a three-year lock-up period. 

The holder of an option may exercise it any time during the year, with the exception of two fixed restricted periods before the 

publication of the annual and half-yearly figures, and provided the holder has no inside information at the time of exercise. 

The members of the Managing Board, board members of the main group companies, and certain holding company staff 

must observe a longer fixed period before the publication of the full annual figures. As a rule, options lapse upon termination 

of employment of an option holder, apart from a number of exceptional situations. 



At year-end 2012, there were option rights outstanding entitling the holders to take up a total of 1 384 500 ordinary shares 

in the capital of Macintosh Retail Group NV. Changes in the option rights were as follows. 

Number at 

December 31, 

2011 

Granted 

in 2012 

Exercised 


Lapsed 1 


Number at 

December 31, 


Exercise 

price 

per share 

Expiry 

date 

208 500 - - - 208 500 - 29.05 March 2012 

218 000 - - - 9 000 209 000 19.00 March 2013 

292 000 - - 24 000 - 3 000 265 000 7.00 March 2014 

320 500 - - - 19 500 301 000 14.55 March 2015 

328 000 - - - 16 500 311 500 18.85 March 2016 

- 310 000 - - 12 000 298 000 10.17 March 2017 

1 367 000 310 000 - 24 000 - 268 500 1 384 500 

1 Options lapsed due to expiry of option and/or termination of employment. 

The table below shows the changes in options outstanding and their weighted average exercise prices. 


Staff share options Number WAEP 1 Number WAEP 1 

Outstanding at January 1 1 367 000 16.89 1 355 500 17.35 

Granted 310 000 10.17 328 000 18.85 

Exercised 2 - 24 000 7.00 - - 

Lapsed due to termination of 

employment - 60 000 15.15 - 103 500 15.74 

Lapsed due to expiry of option - 208 500 29.05 - 213 000 23.40 

Outstanding at December 31 1 384 500 13.80 1 367 000 16.89 

Exercisable at December 31 474 000 12.29 426 500 23.91 

1 WAEP = weighted average exercise price 

2 The weighted average market price in the case of options exercised was € 9.10. 

The average remaining term of the options outstanding at December 31, 2012 was 2.3 years (December 31, 2011: 2.5 years). 

The fair value of the options granted in 2012 amounted to € 1.30 (2011: € 2.63). This amount is charged to the income statement 

over a period of three years. In 2012, € 731 (2011: € 776) was charged to the income statement in respect of employee 

benefits in the form of staff options. The fair value of the options was measured at the time they were granted, taking into 

account the conditions in the option rules. The ‘Black and Scholes’ option model was used, and the basic principles and 

variables set out below applied, to measure the fair value of the options. 

Basic principles and variables 2012 2011 

Expected dividend yield: Five-year historical average (%) 5.29 4.73 

Expected volatility: One-year historical average (%) 32.01 32.36 

Risk-free interest rate: 

Dutch government bonds with a term of four years (%) 1.08 2.27 

Expected average term before options are exercised (years) 4.00 4.00 

Expected annual staff turnover (%) 10.00 10.00 

Average share price (€) 10.17 18.85 

150 



To cover the outstanding share options, the following shares were repurchased: 

Treasury shares 

Number of 

treasury shares 

Average 

price 

Treasury shares at 

December 31, 2012 

Treasury shares at 

December 31, 2011 

June 2006 300 000 € 24.48 188 922 212 922 

May/June 2007 330 000 € 34.27 330 000 330 000 

April/May 2010 200 000 € 16.47 200 000 200 000 

September/October 2011 624 078 € 12.80 624 078 624 078 

For a detailed explanation of the recognition of repurchased shares and changes in treasury shares, see the note concerning 

equity in the company balance sheet (page 166 en 167). 

25 Comprehensive income components 

The consolidated statement of comprehensive income includes the net effect of cash-flow hedges, as well as exchange 

differences relating to investments in associates that are treated directly as unrealised exchange differences in equity. The 

amount recognised in the income statement for the ineffective portion of cash-flow hedges is nil (2011: nil). 

Changes in cash-flow hedges were as follows. 

Cash flow hedges 2012 

Forward exchange contracts 

Gains/(losses) during the year as a result of revaluation 50 

Gains/(losses) during the year through profit or loss - 3 541 

No comparative figures for 2011 are available. 

1 Further details of changes in interest rate swaps are currently not available. 

Movements in interest rate swaps 1 - 447 

Total - 3 938 



26 

Classification of expenses 

2012 2011 1 

Employee benefits payable 

Included in: 

- cost of sales 424 416 



- other operating expenses - 2 700 4 750 

Total 180 558 178 044 

Depreciation and amortisation of fixed assets 

Included in: 

- cost of sales 73 71 



Total for continuing operations 24 505 23 438 

- discontinued operations 86 1 423 

Total 24 591 24 861 

Impairments of fixed assets 

Included in: 

- general administrative expenses - 298 

- other operating expenses 106 483 - 

Total for continuing operations 106 483 298 

- discontinued operations 935 6 170 

Total 107 418 6 468 

Rental charges 

Included in: 



Total 147 406 129 684 

Operating lease charges 

Included in: 

- selling expenses 156 138 


1 Comparative figures have been restated following the implementation of IAS 19(R). 

Total 1 217 1 199 

27 

Exceptional items 


Store closure costs: 

- impairment - 9 781 - 

- provision/expenses - 29 179 - 

- 38 960 - 

Integration and restructuring costs: 

- impairment - 363 - 

- provision/expenses - 2 493 - 

- 2 856 - 

Impairment of goodwill - 96 339 - 

One-off pension gain/loss 2 700 - 4 750 

Earn-out gain - 692 

Total - 135 455 - 4 058 

152 



In 2012, the occurrence of a number of events had a one-off impact on operating result. For purposes of comparing the 2012 

figures with those for 2011, these items are included under other operating expenses and operating income and shown 

separately in the column Exceptional items. These items are listed below. Further extensive details of the first three items 

in particular are also provided in the Report of the Managing Board (page 26 en 27). 

- Intended closure of over 110 stores 

Developments in online sales resulted in a strategic repositioning of Macintosh Retail Group’s business model in 2012. In 

the current market, which is characterised by a changing revenue model, we are unable to operate a number of bricksand-mortar 

stores profitably, nor will we be able to do so in the future. That is why Macintosh has decided to reduce the 

retail portfolio and close over 110 unprofitable stores. In connection with this, the assets of those stores were written off 

and a provision was formed for onerous rental contracts in 2012, resulting in a total one-off charge of € 39.0 million. 

- Integration and restructuring costs 

As part of the aforementioned strategic repositioning, it was also decided to pool the Fashion sector’s group services as 

much as possible for each country. Among other things, this led to the decision to close one of the two head offices and a 

distribution centre in the United Kingdom. The restructuring-related expenses amounted to € 2.9 million, of which € 1.3 

million relates to a provision formed for redundancy payments and closure costs incurred in 2013. 

- Impairment of goodwill 

Owing to the current economic situation and the new retail business model, goodwill obtained on past acquisitions was 

impaired by € 96.3 million. 

- Pensions 

January 1, 2013 will see the transfer of the last self-administered defined benefit plan in the Netherlands to the BpfD. In 

connection with this, a gain of € 2.7 million is recognised in the income statement for 2012. 

2011 saw a one-off pension charge of € 4.7 million arising from a voluntary once-only contribution made by Macintosh 

Retail Group to guarantee future indexation of pension entitlements accrued as at December 31, 2011. 

28 

Research and development costs 

The research and development costs that were recognised directly in the income statement amounted to nil (2011: € 2). 

Amortisation of capitalised development costs charged to the income statement amounted to € 142 (2011: € 142). 

29 

Grants 

The following grants were recognised during the year. 


Received 

Credited to the 

income 

statement 

Received 

Credited to the 

income 

statement 

Wages 878 878 868 868 

Training 466 466 456 456 

Total 1 344 1 344 1 324 1 324 

The grants received are recognised in the expense categories to which they relate. No capital expenditure grants were 

received in 2012 and 2011. 



30 

Net finance revenue/costs 

Finance revenue 2012 2011 

Bank interest income - 127 

Other finance revenue 69 290 

Total 69 417 

The item Other finance revenue mainly relates to exchange differences. 

Finance costs 2012 2011 

Interest charges on bank loans and 

overdrafts 2 539 4 837 

Other interest expense 98 152 


Other finance costs 736 344 

Total 3 638 5 606 

The item Other finance costs mainly relates to commitment fee and bank charges. 

31 

Income tax 

31a Consolidated income statement tax components 

The tax item in the income statement breaks down as follows. 


Tax for the current period: 

Tax for the current year - 6 403 - 3 258 

Prior-year adjustment in current period 901 690 

Deferred tax: 

Due to temporary differences 6 562 - 490 

Due to losses carried forward - - 383 

Total tax recognised in income statement 1 060 - 3 441 

Based on the breakdown of taxable income into losses not available for set-off on the one hand and taxable profits on the 

other hand, income tax for 2012 amounted to - € 6 403. Deferred tax items arising from temporary differences of € 6 562 are 

mainly due to the addition to the provision for onerous contracts in 2012. 

The movement in deferred tax items arising from temporary differences concerns the following items: 

Movement in deferred tax items 2012 2011 

Property, plant and equipment 2 278 1 328 

Inventories - 203 - 1 090 

Employee benefits - 202 - 313 

Other liabilities 5 174 - 309 

Other - 485 - 106 

Total 6 562 - 490 

Other liabilities in 2012 mainly relate to liabilities arising from store closures. 

154 



31b Deferred tax items resulting from changes in equity 

The effect on equity of tax relating to gains and losses on income statement items recognised directly in equity is set out 

below. 

Deferred tax items included in equity 2012 2011 

Cash flow hedges 881 - 747 

Actuarial gains/(losses) on pension provisions - 567 640 

Total 314 - 107 

31c Effective tax rate 

The table below shows the relationship between the tax payable at the standard rate in the Netherlands and the actual tax 

payable on the result of the group. 

Effective tax rate 2012 2011 

Result before taxes - 120 936 22 617 

Adjustment for impairment of goodwill (non-deductible 

for tax purposes) 96 339 - 

Result before taxes excluding impairment of goodwill - 24 597 22 617 

Tax at standard rate in the Netherlands (25.0%) 6 149 - 5 655 

Different standard rates 62 - 67 

Untaxed results/results not available for set-off - 5 465 578 

Non-deductible expenses - 587 - 1 017 

Capitalisation (reversal) of deferred tax asset - - 383 

Prior-year taxes 901 690 

One-off settlement of liquidation and other losses - 2 413 

Actual total tax burden 1 060 - 3 441 

- 0.9% 15.2% 

Of the - € 5 465 (2011: € 578) in untaxed results for 2012, € 2.4 million (2011: € 1.9 million) relates to different tax bases at 

foreign companies, € 0.2 million (2011: € 0.2 million) to losses set off, and - € 8.1 million (2011: - € 1.5 million) to losses 

incurred that cannot be set off. Of the losses not available for set-off for 2012, € 4.2 million relates to the one-off effect of 

restructuring an integration expenses. 

Non-deductible costs mainly relates to non-allowable expenses incurred by subsidiaries outside the Netherlands. In 2011, 

this item also related to acquisition costs and costs to sell investments in associates that cannot be set off. 

31d Deferred tax assets/tax liabilities 

The balance sheet includes a deferred tax asset of € 1 836 (2011: € 1 836) representing loss carry-forwards in the UK of 

€ 1 217 (2011: € 991), € 427 (2011: € 662) in Belgium and € 192 (2011: € 184) in the Netherlands. Furthermore, losses 

amounting to approximately € 68 million (2011: € 56 million) are available for set-off, but no corresponding deferred tax 

asset has been recognised. These carry-forward losses were incurred in several financial years and relate to different companies. 

The corresponding potential deferred tax asset is not included in the annual figures since the availability of future 

profits against which these losses can be set off is unlikely based on current assessments. 

The carry-forward losses can be broken down into periods through which they may be carried forward: 

Carry forward losses December 31, 2012 December 31, 2011 

Tax asset 

Amount not 

recognized 

Tax asset 

Amount not 

recognized 

To be carried forward indefinitely 1 644 53 000 1 653 43 000 

Limited loss carry-forward through 2014 192 5 000 183 13 000 

Limited loss carry-forward through 2018 - 10 000 - - 

Total 1 836 68 000 1 836 56 000 



The deferred tax liabilities relate to tax payable in the future owing to temporary differences between the tax bases and the 

carrying amounts for financial reporting purposes for the following items: 

Deferred tax liabilities December 31, 2012 December 31, 2011 

Non-current assets 13 767 14 849 

Inventories 9 028 8 826 

Employee benefits - 1 530 - 2 299 

Derivative financial instruments - 489 278 

Obligations 4 300 784 

Other 4 083 4 225 

Total 20 410 26 663 

The deferred tax item relating to non-current assets has an estimated term of approximately 7 years. The deferred tax item 

relating to inventories concerns a long-term temporary difference. The employee benefits item has a term exceeding one 

year, whereas the majority of the derivative financial instruments expire within one year. 

The change in the deferred tax liabilities is mainly due to the provision for store closures formed at year-end 2012. 

The item Other concerns, among other things, deferred tax items relating to a number of provisions formed for specific 

obligations. These provisions have estimated terms ranging from one to five years. 

32 

Earnings per share 

Basic earnings per ordinary share have been calculated by dividing the net result by the weighted average number of ordinary 

shares outstanding (excluding treasury shares) during the year. The diluted earnings per share have been calculated 

by dividing the net result by the weighted average number of shares outstanding during the year as referred to above plus 

the average number of ordinary shares that would have been issued had all in-the-money options been exercised. 

As only ordinary shares of Macintosh Retail Group NV have been issued, the full net result is at the disposal of the holders 

of ordinary shares. 

The weighted average number of shares has been calculated as follows. 


Weighted average number of ordinary shares outstanding 22 986 074 23 278 733 

Cumulative dilution effect due to staff share options exercised 2 834 14 498 

Weighted average number of shares used for calculating basic 

earnings per share 22 988 908 23 293 231 

Dilution effect of share options outstanding 75 132 8 042 

Diluted weighted average number of shares 23 064 040 23 301 273 

156 



Earnings per share comprise the following components: 

Earnings per share 2012 2011 

Continuing operations: 

- basic earnings - 5.21 0.82 

- diluted earnings - 5.20 0.82 

Discontinued operations: 



Total: 



No transactions in ordinary shares took place between the reporting date and the moment the financial statements were 

drawn up. 

33 Notes to the cash flow statement 

The cash flow statement has been drawn up using the indirect method. 

For comparison purposes, the cash flows of discontinued operations are stated separately from the cash flows from continuing 

operations for each type of cash flow. The discontinued operations for 2012 relate to the activities of GP Décors that were 

sold in 2012, as well as those of Halfords that were held for sale at December 31, 2012. In 2011 this item also included the 

activities of BelCompany. 

Changes in capital employed following acquisitions or sale of consolidated subsidiaries are recognised under Cash flows 

from investing activities, with the net cash and cash equivalents included in the acquisition or sale being deducted from the 

acquisition price or disposal proceeds, respectively. 



33a Cash flow from operating activities 


Continuing operations in 2012 include a number of exceptional items (see also note 27). The year 2011 had also seen one-off 

items. To show the impact of these items on cash flows, a detailed breakdown of cash flows from operating activities of 

continuing operations is given below. 


Result before tax on continuing 

operations: 

- ordinary activities 14 519 26 675 

- exceptional items - 135 455 - 4 058 

- 120 936 22 617 

Adjusted for: 

- finance revenue and costs 3 569 5 190 

- gains on non-current assets sold - 1 071 - 

- depreciation, amortisation and 

impairment: 

- ordinary activities 24 505 23 736 

- exceptional items 106 483 - 

130 988 23 736 

- change in provisions: 

- ordinary activities - 1 412 2 147 

- exceptional items 27 734 - 

26 322 2 147 

- staff options granted 731 776 

Changes in working capital: 

- ordinary activities - 654 - 17 462 

- exceptional items - 4 058 

- 654 - 13 404 

Cash flows from ordinary activities 38 949 41 062 

Income tax received/(paid) 2 281 - 3 476 

Cash flow from operating 

activities 41 230 37 586 

The above breakdown shows that exceptional costs for 2012 of € 135.5 million are made up of impairment charges of € 106.6 

million and additions to provisions of € 27.7 million. These items did not result in a cash outflow. The remainder of € 1.2 

million mainly relate to integration costs for Fashion UK. The one-off items for 2011 likewise did not lead to a cash outflow. 

The cash flow from operating activities increased by € 3.6 million in 2012. This is the net effect of a decrease of € 14.8 million 

in operating result (before depreciation, amortisation, impairment, change in provisions and gain on disposals) and an improvement 

in working capital of € 12.7 million, as well as a favourable tax effect of € 5.7 million following a tax refund of € 

2.3 million in 2012, compared with tax payable of € 3.5 million in 2011. 


The cash outflow of € 0.9 million in 2012 (2011: - € 5.5 million) related to the cash flow from operations of Halfords and 

GP Décors until the date of sale. It comprised an outflow of € 2.2 million (2011: € 7.4 million) on business activities and an 

inflow of € 1.3 million (2011: € 1.9 million) in respect of income tax (see also note 21). 

158 



33b Cash flow from investing activities 


The cash outflow of € 17.9 million for 2012 was € 29.0 million below that for 2011 (€ 46.9 million). This was mainly caused 

by the fact that the cash outflow for 2011 related to the acquisition of Jones Bootmaker for an amount of € 24.8 million. 

The cash outflow for 2012 also included a gain of € 1.6 million on the sale of fixed assets and an amount of - € 19.4 million 

on account of regular capital expenditure (2011: - € 22.1 million). 


Of the € 2.2 million cash outflow in 2012, - € 2.9 million related to the sale of GP Décors, € 1.1 million to the gain on the sale 

of property, with an outflow of € 0.4 million (2011:- € 3.9 million) relating to regular capital expenditure on property, plant 

and equipment. 

Of the € 122.1 million cash flow in 2011, € 126.0 related to the disposal of BelCompany. 

The breakdown of the amounts received and paid in 2012 and 2011 relating to the sale and acquisition of companies respectively 

is presented below. 

Net cash flow from acquisition/sale of participations 2012 2011 

Sale Acquisition Sale 

Consideration (paid)/received in cash - - 25 198 127 541 

Cash and cash equivalents included in consideration - 2 902 390 - 1 580 

Total - 2 902 - 24 808 125 961 

33c Cash flow from financing activities 


The cash outflow on financing activities in 2012 amounted to € 34.8 million, compared with € 95.8 million in 2011. The difference 

of € 61.0 million is largely attributable to the increase in loan repayments in 2011 of € 58.8 million, which Macintosh 

was able to make as a result of the gain realised on the sale of subsidiaries in that year. 


The cash inflow in 2012 was the net effect of € 2.5 million relating to loans taken out (2011: repayment of loans of € 0.3 

million) and interest charges of € 1.1 million (2011: € 1.3 million). 



34 

Related parties 

34a List of group companies 

A list of principal entities included in the consolidated financial statements of Macintosh Retail Group NV is set out below. 

A complete list of all entities has been filed with the Chamber of Commerce. 

Name Country % equity interest 



% equity interest 


2011 

A Jones & Sons Ltd United Kingdom 100 100 

Beghins Shoes Ltd United Kingdom 100 100 

Brantano Asia Ltd China 100 100 

Brantano Luxembourg SA Luxembourg 100 100 

Brantano UK Ltd United Kingdom 100 100 

Brantano NV Belgium 100 100 

Dolcis BV Netherlands 100 100 

GP Décors SNC 1 France - 100 

Halfords Nederland BV Netherlands 100 100 

Hoogenbosch Retail Group BV Netherlands 100 100 

Invito BV Netherlands 100 100 

Kwantum België VI Belgium 100 100 

Kwantum Nederland BV Netherlands 100 100 

Macintosh E-commerce BV Netherlands 100 100 

Macintosh Hong Kong Ltd China 100 100 

Macintosh Intragroup Services NV Belgium 100 100 

Manfield BV Netherlands 100 100 

MRG STM BV Netherlands 100 100 

MRG STM VI Belgium 100 100 

Muys NV Belgium 100 100 

Nea International BV Netherlands 100 100 

Pro sport BV Netherlands 100 100 

Scapino BV Netherlands 100 100 

SC Retail NV Belgium 100 100 

1 Sold in 2012. 

160 



34b Board members 


Further details concerning the fees paid to members of the Supervisory Board are given in the notes to the company financial 

statements (page 170). 

No other relationships exist between the company and the members of the Supervisory Board. 


Further details concerning the remuneration and share options of members of the Managing Board are given in the notes 

to the company financial statements (page 170 and following pages). 

Other than the relationships stated in these notes, there are none between the company and the members of the Managing 

Board. 

34c Company pension fund 

The defined benefit plans of Brantano UK were incorporated into a company pension fund (see also note 24a). The plan 

concerned has 17 active members, and is closed to new entrants. Employer contributions to this pension fund amounted to 

approximately € 102 in 2012 (2011: € 98). 

34d Shareholders 

Macintosh Retail Group only has a normal shareholder relationship with its major shareholders. More information on the 

major shareholders and their interests in Macintosh Retail Group is given elsewhere in this annual report (page 121). 

34e Other related parties 

There are no related parties other than those disclosed in notes 34a to 34d. 

35 

Events after the balance sheet date 

35a Reduction of credit facility 

Borrowing requirements decreased substantially as a result of the revenues from the sale of BelCompany which were 

received in mid-2011. As a result, at the request of Macintosh, the credit facility was reduced by € 100 million to € 160 million 

in early 2013. This is expected to have a favourable effect on finance costs of some € 0.4 million each year. 

35b Fire damage 

A major fire destroyed the Kwantum store in Enschede in early 2013. This resulted in a write-off of assets of € 0.3 million 

and will lead to future loss of turnover of some € 2 million. The store in question recorded an operating result of € 0.4 million 

in 2012. The fire also destroyed the adjacent building occupied by Halfords, which has been recognised under discontinued 

operations. This will result in loss of turnover of approximately € 0.9 million and contribution to profit of € 0.1 million. 

Although the loss (equipment and business losses) of several millions of euros is insured, Macintosh has to bear the first 

€ 0.75 million of total losses suffered. 



Company balance sheet at december 31 Macintosh Retail Group NV 

(after appropriation of result) 

ASSETS x € 1 000 2012 2011 

Non-current assets 

Intangible assets 1 376 729 

Property, plant and equipment 4 653 1 192 

Financial assets 442 741 661 052 

448 770 662 973 

Current assets 

Receivables 11 472 13 363 

Derivative financial instruments 634 2 294 

Cash and cash equivalents 83 104 

12 189 15 761 

Balance sheet total 460 959 678 734 

EQUITY AND LIABILITIES x € 1 000 2012 2011 1 

Equity 

Issued capital 9 737 9 737 

Share premium 3 952 3 952 

Revaluation reserve - 1 807 1 250 

Other statutory reserves - 591 - 1 894 

Other reserves 194 554 321 677 

(Dividend) distribution for the year 4 868 17 040 

210 713 351 762 

Provisions 7 001 9 237 

Derivative financial instruments 884 479 

Non-current liabilities 7 885 9 716 

Current liabilities 241 222 314 500 

Derivative financial instruments 1 139 2 756 

Balance sheet total 460 959 678 734 


Company income statement Macintosh Retail Group NV 

x € 1 000 2012 2011 1 

Result of subsidiaries (after income tax) 2 - 112 243 116 047 

Other results after income tax 3 - 13 784 - 16 912 

Net result - 126 027 99 135 

1 Comparative figures have been restated following the implementation of IAS 19(R) 

2 Result of subsidiaries 2012 includes an amount of € 526 relating to charges and book results on the sale of subsidiaries. In 2011 this item includes a gain on the sale of BelCompany 

Nederland of € 95 031. 

3 Other results include fees of € 59 (2011: € 420) for intercompany loans granted, and interest charges of € 5 386 (2011: € 8 893) relating to loans from group companies. 

162 



Accounting policies 

The company financial statements of Macintosh Retail Group NV are prepared in accordance with Part 9 of Book 2 of the Dutch 

Civil Code and all other applicable annual reporting regulations and legal requirements in the Netherlands. As permitted under 

Section 362(8) of Book 2 of the Dutch Civil Code, the accounting policies used are the same as those used in preparing the 

consolidated financial statements, except for investments in subsidiaries, which are measured using the equity method. 

Pursuant to Section 402 of Book 2 of the Dutch Civil Code, the company financial statements include a condensed income statement. 

For more information on the accounting policies applied in preparing the consolidated financial statements, see note 3 of the 

consolidated financial statements. 

The accounting policies used for the voluntary early adoption of the amended standard IAS 19(R) are also described in the 

changes in accounting policies section in 3. 

Notes to the company balance sheet and company income statement of 

Macintosh Retail Group NV 

General 

All amounts are in thousands of euros, unless stated otherwise. 

Notes to the company balance sheet are given only if they disclose additional information. For further information, see the basis 

for consolidation, the accounting policies and the notes to the consolidated balance sheet, consolidated income statement, 

consolidated statement of comprehensive income, consolidated cash flow statement and consolidated statement of changes in 

equity. 



BALANCE SHEET 

Intangible assets and property, plant and equipment 


Property, plant and equipment 

Concessions 

and licences 

Total 

Property 

and alterations 

to rented 

premises 

Information 

systems 

Other 

fixed 

operating 

assets 


Cost 213 2 498 893 1 346 257 

Depreciation and amortisation - 43 - 1 607 - 378 - 1 123 - 104 

Carrying amount 170 891 515 223 153 


amount in 2011 

Additions 649 466 183 248 35 

Depreciation and amortisation - 90 - 165 - 70 - 65 - 30 

Total changes 559 301 113 183 5 


Cost 862 2 962 1 075 1 595 292 

Depreciation and amortisation - 133 - 1 770 - 447 - 1 189 - 134 

Carrying amount 729 1 192 628 406 158 


amount in 2012 

Additions 820 3 690 3 626 49 15 


Total changes 647 3 461 3 531 - 53 - 17 


Cost 1 682 5 085 4 334 539 212 


Carrying amount 1 376 4 653 4 161 352 140 

Financial assets 


Participations in group companies 441 816 659 760 

Prepaid expenses 898 1 250 

Rental contribution 27 42 

Total 442 741 661 052 

164 



Participations in group companies 

Changes in group companies are set out below. 

Changes in group companies 2012 2011 1 

Net asset value at January 1 659 374 631 227 

Restatement following the implementation of IAS 19(R) - - 2 990 

Net asset value at January 1, restated 659 374 628 237 

Result for the financial year - 112 769 21 019 

Dividend distributions - 108 490 - 

Unrealised exchange differences 1 302 1 273 

Unrealised hedge gains and losses - 2 721 2 334 

Disposals - - 26 710 

Capital contributions 2 500 36 072 

Impact IAS 19(R) during the year 1 926 - 2 851 

Other changes 214 - 

Net asset value at December 31 441 336 659 374 

Add: Adjustment to zero of investments in group companies 

with equity deficits 480 386 


At December 31 441 816 659 760 

Participations in group companies with equity deficits are carried at nil, not at a negative amount. For such group companies, a 

provision for doubtful debts is recognised for the negative amounts in respect of the receivables from these companies. If a 

negative value exceeds the receivable concerned, a provision for the negative (greater) value is formed in respect of the group 

company concerned. 

In connection with this, a provision of € 480 (2011: € 386) was formed for doubtful debts in respect of receivables from group 

companies. 

For an overview of the principal investments, see note 34a of the consolidated financial statements, which contains a list of 

group companies (page 160). A complete list of all investments has been filed with the Chamber of Commerce. 

Receivables 

Receivables December 31, 2012 December 31, 2011 

Receivables from group companies 4 304 5 794 

Income tax 6 590 6 254 

Other taxes and social insurance contributions 97 530 

Other receivables, prepayments and accrued income 481 785 

Total 11 472 13 363 

Derivative financial instruments 

The derivative financial instruments refer to forward exchange contracts, currency swaps and interest rate swaps. 

The contracts are recognised at their fair value at the balance sheet date. The unrealised gains and losses are recognised in the 

revaluation reserve, allowing for deferred tax items. 

Forward exchange contracts 

Macintosh Retail Group concludes forward exchange contracts and currency swap contracts with external banks to hedge 

currency risks run by group companies and Macintosh Retail Group NV. 

Derivative financial instruments of € 634 included under current assets relate to forward exchange contracts concluded 

by group companies with Macintosh. Macintosh has concluded identical forward exchange contracts with external banks to 

hedge the risks relating to the contracts concerned. External contracts likewise amounting to € 634 are included under current 

liabilities. 



Interest rate swaps 

At December 31, 2012, interest rate swaps amounted to - € 1 389, of which - € 884 was recognised under non-current liabilities 

and - € 505 under current liabilities. 

A breakdown of current derivative financial instruments recognised under current assets and liabilities is given below. 

Derivative financial instruments recognised under assets December 31, 2012 December 31, 2011 

Forward exchange contracts and currency swap contracts 

concluded with banks - 2 294 

Forward exchange contracts concluded with group companies 634 - 

Total 634 2 294 

Derivative financial instruments recognised under liabilities December 31, 2012 December 31, 2011 

Interest rate swap contracts concluded with banks 505 464 

Forward exchange contracts concluded with banks 634 - 

Forward exchange contracts concluded with group companies - 2 292 

Total 1 139 2 756 


The cash in hand and bank balances included in this item are at the free disposal of the company. 

Equity 

Total 

Issued 

capital 

Share 

premium 

Revaluation 

reserve 

Other 

statutory 

reserves 

Other 

reserves 

Dividend 

for the 

year 

At December 31, 2010 270 782 9 578 4 038 - 1 319 - 3 441 253 356 8 570 

Restatement following the 

implementation of IAS 19(R) - 3 125 - - - - 7 - 3 118 - 

At January 1, 2011 267 657 9 578 4 038 - 1 319 - 3 448 250 238 8 570 

Changes for the year: 

Result for the year 99 135 - - - - 82 095 17 040 

Change in hedge results 2 569 - - 2 569 - - - 

Dividend distribution - 8 570 159 - 86 - - - 73 - 8 570 

Repurchase of shares - 8 005 - - - - - 8 005 - 

Equity-settled share based 

payments 776 - - - - 776 - 

Exchange differences 1 190 - - - 1 190 - - 

R&D costs capitalised - - - - 364 - 364 - 

Actuarial gains/losses - 2 990 - - - - - 2 990 - 

At December 31, 2011 351 762 9 737 3 952 1 250 - 1 894 321 677 17 040 

Changes for the year: 

Result for the year - 126 027 - - - - - 126 027 - 

Distribution proposal - - - - - - 4 868 4 868 

Change in hedge results - 3 057 - - - 3 057 - - - 

Dividend distribution - 16 092 - - - - 948 - 17 040 

Options exercised 168 - - - - 168 - 

Equity-settled share based 

payments 731 - - - - 731 - 

Exchange differences 1 302 - - - 1 302 - - 

Actuarial gains/losses 1 926 - - - - 1 926 - 

R&D costs capitalised - - - - 1 - 1 - 

At December 31, 2012 210 713 9 737 3 952 - 1 807 - 591 194 554 4 868 

166 



The authorised share capital amounts to € 36.0 million, consisting of 45 million ordinary shares and 45 million cumulative 

preference shares with a nominal value of € 0.40 each. 

The issued share capital amounts to € 9 737 (2011: € 9 737) and is entirely represented by 24 342 545 (2011: 24 342 545) ordinary 

shares. The total cash dividend for 2011 which was distributed in the 2012 financial year amounted to € 16 092. No preference 

shares were issued in 2012. 

Macintosh Retail Group NV has a share option plan in place for the members of its Managing Board, and for the directors and 

management of group companies and the holding company. Further details are given in note 24c of the consolidated financial 

statements. The options have a term of five years, with a three-year lock-up period. Options are not granted to members of the 

Supervisory Board. 

A total of 310 000 (2011: 328 000) new option rights were granted in 2012, of which 145 000 (2011: 145 000) to the Managing 

Board. The exercise price of the options granted effective 2012, is equal to the average closing price of the Macintosh Retail 

Group NV shares on the three days prior to the publication of the annual figures. Neither the exercise price nor any other 

condition governing the options granted is modified during their term, except in the event of structural changes requiring 

adjustment, such as a share split. At year-end 2012, there were option rights outstanding entitling the holders to take up a total 

of 1 384 500 (2011: 1 367 000) ordinary shares in the capital of Macintosh Retail Group NV. Of this number, 708 000 (2011: 

617 000) were held by members of the Managing Board. Detailed information on the changes in option rights in 2012 is given in 

note 24c to the consolidated financial statements. 

More information on the remuneration of board members is given on page 170 and following pages of this annual report. 

The table below provides a breakdown of the ordinary shares outstanding at year-end and the changes in the number of 

treasury shares: 


Number of ordinary shares outstanding (x 1 000) 24 343 24 343 

Number Value Number Value 

Of which repurchased for staff options: 

Number of treasury shares at January 1 1 367 27 823 743 19 818 

Sold during the year - 24 - 599 - - 

Repurchased during the year - - 624 8 005 

Number of treasury shares at December 31 1 343 27 224 1 367 27 823 

The value of the treasury shares was deducted from retained earnings. 

The revaluation reserve relates to deferred results on derivative financial instruments classified as cash flow hedges, less 

deferred tax items. This reserve is formed on a group basis. 

The item Other statutory reserves is for translation differences on investments in group companies and for capitalised development 

costs. 

The above-mentioned reserves are not distributable. 

Of other reserves of € 194 554, an amount of € 2 398 is not available for dividend distribution, as it serves to cover negative 

reserves for unrealised exchange losses arising on the translation of investments in associates and negative revaluation reserves. 

An amount of € 0.20 (2011: € 0.70) per share will be distributed for the 2012 financial year. 

Dividend payments to shareholders of Macintosh Retail Group have no implications for income tax payable by the company. 



Provisions 

Changes in provisions were as follows. 

Total 

Other 

provisions 

Deferred tax 

liabilities 

At January 1, 2011 3 904 353 3 551 

Addition charged/deduction released 

to the income statement 5 930 4 804 1 126 

Charged to provisions - 597 - 597 - 

At December 31, 2011 9 237 4 560 4 677 

Addition charged/deduction released 

to the income statement - 743 767 - 1 510 

Charged to provisions - 1 493 -1 493 - 

At December 31, 2012 7 001 3 834 3 167 

Of total provisions, an amount of € 746 is current. 

Of the provision for deferred tax liabilities, € 2 008 (2011: € 1 490) relates to differences in depreciation for tax purposes within 

the fiscal unit. The remainder mainly concerns differences in provisions/accruals formed. 

Other provisions concern costs still to be incurred on the sale of investments in group companies and the costs for early termination 

of a rental agreement. 

Current liabilities 


Current account overdrafts with credit institutions 83 534 76 614 

Loans from group companies 154 155 230 899 

Other taxes and social insurance contributions, 

and pension liabilities 1 033 3 324 

Other liabilities and accruals 2 501 3 663 

Total 214 223 314 500 

The current account overdrafts with credit institutions relate to the total credit facilities (see note 14 to the consolidated financial 

statements). 

Loans from group companies relate almost fully to intra-group financing. 

168 



Other liabilities and accruals are set out below. 


Interest payable 372 475 

Employee benefits payable 498 651 

Audit and consultancy fees 481 1 094 

Other expenses payable 1 150 1 443 

Total 2 501 3 663 

Commitments and contingencies 

Macintosh Retail Group NV stands surety for the direct use by group companies of credit facilities with Dutch banks, and for the 

interest rate derivatives concluded by group companies. To this end, guarantee commitments amounting to nil (2011: € 52.6 

million) were in place at year-end 2012. Macintosh Retail Group NV also stands surety for the commitments resulting from the 

real estate lease contracts entered into by its Dutch subsidiaries. In addition, corporate guarantees amounting to € 10.1 million 

(2011: € 7.4 million) have been given, mainly in connection with rental commitments of group companies. For the Dutch legal 

entities mentioned on page 160, liability undertakings have been given pursuant to Section 403 of Book 2 of the Dutch Civil Code. 

Apart from Scapino BV, almost all the Dutch group companies and permanent establishments are part of an income tax fiscal 

unit headed by Macintosh Retail Group NV. Consequently, the company is jointly and severally liable for all the tax obligations of 

this fiscal unit. 

Almost all Dutch group companies are part of a fiscal unit for VAT purposes, with Macintosh Retail Group being jointly and 

severally liable for all VAT liabilities of this fiscal unit. 



INCOME STATEMENT 

Remuneration of board members 


Fees 

The members of the Supervisory Board receive a fixed annual fee, which was set by resolution of the General Meeting of Shareholders 

on April 27, 2011 at € 37 500 for the Chair and € 30 000 for the other members. In addition, by the same resolution, the 

fee for the members of the Remuneration and Appointment Committee was set at € 1 500 per annum, and that for the members 

of the Audit Committee at € 3 000 per annum. No other remuneration is paid to the members of the Supervisory Board. 

The fees received by the members of the Supervisory Board are set out below. 

Annual fee (x €) 2012 2011 

A. Nühn 39 000 36 500 

C.H. van Dalen 33 000 31 333 

W. Dekker 34 500 32 833 

J.E. Lagerweij 31 500 29 833 

Total 138 000 130 499 

None of the members of the Supervisory Board hold any shares in Macintosh Retail Group NV or option rights to such shares. 

The company has no relationships with the members of the Supervisory Board other than those mentioned above. 


At the end of 2012, the Managing Board comprised the following members: 

F.K. De Moor (CEO) 

E.M.H. Coorens 

T.L. Strijbos 

Remuneration 

The remuneration of the Managing Board is set by the Supervisory Board and regularly tested for conformity with the market. 

It consists of a fixed and a variable part. When the fixed salary, which is subject to annual indexation, is set, the size and growth 

of the company, together with other factors, are taken into account. The variable part equals at most 50% of the fixed part and 

is tied to the group result and ROCE, as well as to specifically defined annual targets. 

These targets and the performance goals are set by the Supervisory Board each year. The Supervisory Board has discretionary 

powers to set the amount of the variable remuneration. 

The employment contracts for the members of the Managing Board include a pension plan that provides for retirement at age 

65. Mr De Moor has a final pay plan, whereas the plans for Mr Coorens and Mr Strijbos are a combination of final pay and defined 

contribution plans. Effective January 1, 2012, all plans were converted into defined contribution plans. Further details are given 

in note 24a to the consolidated financial statements. 

In addition, the Managing Board members receive option rights to acquire ordinary shares in Macintosh Retail Group NV. These 

option rights are likewise granted by the Supervisory Board. 

Only in the event of a change in control at Macintosh Retail Group NV, as a result of which the Managing Board in office 

effectively loses the control required to determine policy under the supervision of the Supervisory Board, the individual 

contracts of service provide that, on termination of employment within a year of this situation occurring, Mr De Moor will receive 

compensation amounting to three times his fixed annual remuneration, while Mr Strijbos and Mr Coorens will receive compensation 

amounting to twice their fixed annual remuneration. 

170 



The Managing Board’s remuneration is made up as follows. 

2012 Total F.K. De Moor E.M.H. Coorens T.L. Strijbos 


- Fixed remuneration 1 126 478 324 324 

- Variable remuneration 145 61 42 42 

- Social insurance charges 26 8 9 9 

- Crisis levy 129 65 32 32 


- Staff share options 317 121 98 98 

- Jubilee benefits 22 12 6 4 

Pension 264 131 59 74 

Total 2 029 876 570 583 

2011 Total F.K. De Moor E.M.H. Coorens T.L. Strijbos 


- Fixed remuneration 1 115 473 321 321 

- Variable remuneration 145 61 42 42 

- Social insurance charges 24 8 8 8 


- Staff share options 333 126 103 103 

- Jubilee benefits 11 7 3 2 

Pension 197 81 48 68 

Total 1 825 756 525 544 

Share options 

In 2012, option rights to take out 145 000 (2011: 145 000) Macintosh Retail Group NV ordinary shares were granted to Board 

members. 



Below is a breakdown of the options granted to Managing Board members in 2012, showing the numbers exercised, lapsed and 

outstanding as well. 

Number at 

December 

31, 2011 

Granted in 


Lapsed or 

exercised in 


Number at 

December 


Exercise price 

per share 

in € 

Expiry 

date 

F.K. De Moor 42 000 - - 42 000 - € 29.05 March 2012 

50 000 - - 50 000 € 19.00 March 2013 

55 000 - - 55 000 € 7.00 March 2014 

55 000 - - 55 000 € 14.55 March 2015 

55 000 - - 55 000 € 18.85 March 2016 

- 55 000 - 55 000 € 10.17 March 2017 

257 000 55 000 - 42 000 270 000 

E.M.H. Coorens 12 000 - - 12 000 - € 29.05 March 2012 

39 000 - - 39 000 € 19.00 March 2013 

45 000 - - 45 000 € 7.00 March 2014 

45 000 - - 45 000 € 14.55 March 2015 

45 000 - - 45 000 € 18.85 March 2016 

- 45 000 - 45 000 € 10.17 March 2017 

186 000 45 000 - 12 000 219 000 

T.L. Strijbos 39 000 - - 39 000 € 19.00 March 2013 

45 000 - - 45 000 € 7.00 March 2014 

45 000 - - 45 000 € 14.55 March 2015 

45 000 - - 45 000 € 18.85 March 2016 

- 45 000 - 45 000 € 10.17 March 2017 

174 000 45 000 - 219 000 

At December 31, 2012, as at December 31, 2011, Mr F.K. de Moor owned 20 418 ordinary shares in Macintosh Retail Group NV, 

and Mr E.M.H. Coorens owned 5 372. At December 31, 2012, Mr Strijbos did not own any shares in Macintosh Retail Group NV. 

The company has no relationships with the members of the Managing Board other than those mentioned above. 

172 



Audit fees 

The following fees were charged by the Ernst & Young network for audit and advisory services provided to the whole group. 

2012 Ernst & Young 

Accountants 

LLP 

Other 

Ernst & Young 

network firms 

Total 

Ernst & Young 

network 

Audit of financial statements 298 250 548 

Tax advice and projects - 321 321 

Other services 26 46 72 

Total 324 617 941 

2011 Ernst & Young 

Accountants 

LLP 

Other 

Ernst & Young 

network firms 

Total 

Ernst & Young 

network 

Audit of financial statements 285 277 562 

Tax advice and projects - 402 402 

Other services 77 - 77 

Total 362 679 1 042 

Maastricht-Airport, February 26, 2013 



A. Nühn (Chairman) F.K. De Moor (CEO) 

C.H. van Dalen 

E.M.H. Coorens 

W. Dekker T.L. Strijbos 

J.E. Lagerweij 



Articles of association provisions governing appropriation of profit and distribution 

from reserves 

The provisions governing the appropriation of profit and distributions chargeable to the reserves are laid down in Articles 33 and 

34 respectively of the Articles of Association of Macintosh Retail Group NV. 

The main provisions included in these Articles are set out below. 

If preference shares are in issue, a dividend, as stipulated in the Articles of Association, is first paid on these shares. 

The part of the profit remaining to be added to reserves is then determined by the Managing Board, subject to the approval of 

the Supervisory Board. 

The remainder of the profit is at the disposal of the General Meeting of Shareholders. 

If a loss is incurred in any one year, no dividend is paid on ordinary shares for the year in question. However, upon a motion of 

the Managing Board approved by the Supervisory Board, the General Meeting may resolve that such a loss be charged to the 

freely distributable part of equity. 

Upon a motion of the Managing Board approved by the Supervisory Board, the General Meeting of Shareholders may resolve 

that the dividend is to be distributed in whole or in part in the form of shares in the company. Likewise upon a motion of the 

Managing Board approved by the Supervisory Board, the General Meeting may resolve that a distribution be made to holders of 

ordinary shares chargeable to the freely distributable part of equity. 

Appropriation of results 

It will be proposed to shareholders that the loss of € 126 027 be charged to the distributable equity. It will be likewise proposed 

to distribute an amount of € 4 868, also to be charged to the distributable equity, representing a distribution of € 0.20 per share. 

The distribution proposal is recognised as a separate component of equity. 

174 


Other Information 


Independent auditor’s report 

To the Supervisory Board and the General Meeting of Shareholders of Macintosh Retail Group NV 

Report on the financial statements 

We have audited the financial statements for 2012 of Macintosh Retail Group NV, Maastricht, included in this annual report. 

The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated 

financial statements consist of the consolidated balance sheet as at December 31, 2012, and the consolidated income statement, 

consolidated statement of comprehensive income, consolidated cash flow statement, and consolidated statement of changes in 

equity for 2012, as well as the notes, comprising a summary of significant accounting policies and other explanatory information. 

The company financial statements consist of the company balance sheet as at December 31, 2012, and the company income statement 

for 2012, as well as the notes, comprising a summary of the accounting policies used and other explanatory information. 

Managing Board’s responsibility 

The Managing Board is responsible for the preparation and fair presentation of the financial statements in accordance with International 

Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for 

the preparation of the Report of the Managing Board in accordance with Part 9 of Book 2 of the Dutch Civil Code. The Managing 

Board is also responsible for such internal control as it determines is necessary to enable the preparation of the financial statements 

that are free from material misstatement, whether due to fraud or error. 

Auditor’s responsibility 

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance 

with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and 

perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the 

financial statements, whether due to fraud or error. 

In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation 

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of 

expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of 

accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall 

presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

Opinion with respect to the consolidated financial statements 

In our opinion, the consolidated financial statements give a true and fair view of the financial position of Macintosh Retail Group NV 

as at December 31, 2012, its result and its cash flows for the year then ended in accordance with International Financial Reporting 

Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. 

Opinion with respect to the company financial statements 

In our opinion, the company financial statements give a true and fair view of the financial position of Macintosh Retail Group NV as at 

December 31, 2012, its result and its cash flows for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. 

Report on other legal and regulatory requirements 

Pursuant to the legal requirement under Section 393(5)(e) and (f) of Book 2 of the Dutch Civil Code, we have no deficiencies to report 

as a result of our examination whether the management report, to the extent we can assess, has been prepared in accordance with 

Part 9 of Book 2 of this Code, and whether the information as required under Section 392 (1) (b) to (h) of Book 2 of the Code has been 

annexed. Further, we report that the Report of the Managing Board, to the extent we can assess, is consistent with the consolidated 

financial statements as required by Section 391(4) of Book 2 of the Dutch Civil Code. 

Maastricht, February 26, 2013 

Ernst & Young Accountants LLP 

was signed by J.M. Heijster 


The company 

Shareholder information 

Shares 

The shares in Macintosh Retail Group NV have been listed on the NYSE Euronext 

Amsterdam Stock Exchange since 1962 and are included in the Amsterdam Small 

Cap Index since 2007. 

The shares are traded under ticker symbol MACIN and ISIN code NL 0000367993, 

with Reuters symbol MCIN.AS and Bloomberg symbol MACIN.NA. 

Macintosh Retail Group’s authorised share capital amounts to € 36.0 million, divided 

into 45 million ordinary shares and 45 million preference shares of € 0.40 nominal 

value each. 

There were 24,342,545 ordinary shares outstanding at the end of 2012 (2011 also). 

At year-end 2012, Macintosh Retail Group NV held 1,343,000 treasury shares (5.51%) 

to cover outstanding share options (2011: 1,367,000). The decrease was a consequence 

of the exercise of 24,000 share options. 

Preference shares are registered, with special profit entitlements being attributed 

to them in accordance with the Articles of Association. However, no preference 

shares were issued in 2012. 

The trade in Macintosh Retail Group NV shares is supported in part by liquidity provider 

ABN AMRO Bank NV. 

Share capital 2012 2011 

Number of shares outstanding at year-end 1 24,342,545 24,342,545 

Issued and paid-up share capital (in €) 9,737,018 9,737,018 

Weighted average number of shares outstanding 22,988,908 23,293,231 

1 Including 1,343,000 treasury shares (2011: 1,367,000). 

Stock exchange performance 2012 2011 

Number of shares annual trading volume 1 2,416,284 4,442,006 

Shares annual trading volume in value terms (in € million) 1 23.4 67.7 

Number of transactions 1 6,056 14,258 

Number of shares average daily trading volume 1 9,439 17,284 

Shares average daily trading volume in value terms (in € million) 1 0.1 0.3 

Highest / lowest price (in € ) 2 11.05 / 8.30 19.87 / 9.50 

Year-end price (in €) 8.90 10.10 

Year-end market value (in € million) 216.6 245.9 

1. Excluding possible transactions conducted off the Euronext-regulated stock exchange. 

2. Highest price in 2012 on March 28; lowest price on July 26. 


The company 

Disclosure of major holdings 

Major shareholders reported the following shareholdings to the Dutch Authority for 

the Financial Markets (AFM): 

Name of shareholder 

Percentage 

Breedinvest BV (NL) 20.38% 

Delta Deelnemingen Fonds NV (NL) 11.23% 

Bestinver Gestion SGIIC S.A. (SP) 10.10% 

Delta Lloyd NV (NL) 6.64% 

Navitas B.V. (NL) 6.06% 

Macintosh Retail Group NV 1 5.51% 

Kempen Oranje Participaties NV (NL) 5.48% 

Darlin NV (NL) 5.46% 

Stichting Administratiekantoor Arkelhave BV (NL) 5.10% 

1. 1,343,00 treasury shares. 

Stichting Preferente Aandelen Macintosh Retail Group (Macintosh Preference Shares 

Foundation) also notified the AFM of its potential interest in respect of the call option 

granted on a number of shares equalling, at a maximum, all outstanding Macintosh 

Retail Group NV shares minus one. 

It should be noted that the actual shareholdings of the shareholders listed above 

may differ from the percentages mentioned, due to the fact that disclosure is not 

necessary unless the shareholder exceeds or falls below the thresholds laid down 

by law. 

The members of the Managing Board have notified the AFM of their share options 

and shares in Macintosh Retail Group NV. At the end of 2012, Mr De Moor and 

Mr Coorens held 20,418 and 5,372 shares, respectively. Mr Strijbos holds no shares 

in Macintosh Retail Group NV. 

Reserving and dividend policy 

Macintosh Retail Group NV’s reserving and dividend policy was discussed at the 

General Meeting of Shareholders of April 21, 2004. This policy is aimed at establishing 

a healthy financial position for the purpose of continuity and expected strategic 

growth through acquisitions. The underlying idea is that shareholders must be able 

to rely on stability in dividend distribution and share in the profit growth. 

Barring unusual circumstances, Macintosh Retail Group’s intention is to add some 

60% of the net profit to reserves and distribute the remaining approximately 40% to 

shareholders in cash or in shares. The part of the profit that is to be added to the 

reserves is determined by the Managing Board, subject to the approval of the 

Supervisory Board. The balance then remaining is at the disposal of the General 

Meeting of Shareholders. 


177

The company 

Share options 

Macintosh Retail Group NV has a share option plan in place for the Managing Board, 

and the boards and management of the group companies and the holding company. 

The objective is to increase their long-term commitment to the company. 

Granting options falls under the remit of the Supervisory Board. The underlying idea 

is that the total number of options to be granted in any one year may not exceed 2% 

of the issued share capital. The granting itself follows on the day the full annual 

figures are published. The exercise price of options granted before and during 2011 

was equal to the closing price of the Macintosh Retail Group NV share on the day 

prior to the publication of the annual results; the exercise price of options granted 

as from 2012 is equal to the average closing price on the three trading days prior to 

the publication of the annual results. The options have a term of 5 years and are not 

linked to performance criteria. Neither the exercise price nor any other conditions 

relating to the options granted will be adjusted during the term of the options. The 

other conditions for the exercise of options are laid down in option rules that were 

established by the Supervisory Board in December 2011. 

Corporate governance 

Compliance with the Code 

The General Meeting of Shareholders held in 2010 discussed the way in which 

Macintosh Retail Group complies with the Corporate Governance Code. Macintosh 

Retail Group has opted for a different approach to options II.1.1 (terms of employment 

contracts of members of the Managing Board) and II.2.8 (compensation in the event 

of dismissal). This approach was explained in detail during the meeting. Macintosh 

Retail Group complies with the Code on the basis of this “comply or explain” principle. 

Should Macintosh Retail Group change the approach discussed at the meeting, it 

will consult with the shareholders again. The corporate governance structure and 

the way in which Macintosh Retail Group complies with the specific provisions of the 

Code can be found on the website www.macintosh.nl. 

Corporate structure 

Macintosh Retail Group NV is a two-tier company with a Managing Board and an 

independent Supervisory Board. The powers, rights and obligations of the Managing 

Board and Supervisory Board are laid down in Articles of Association as most recently 

amended on June 28, 2011, which can be found on the website www.macintosh.nl. 

Protective measures 

The object of Stichting Preferente Aandelen Macintosh Retail Group (Macintosh 

Preference Shares Foundation) is to promote the interests of Macintosh Retail 

Group NV, its activities and all those concerned with them, with any influences 

which could adversely affect the continuity, independence or identity which could be 

in conflict with those interests, being averted as much as possible, among other 

things. In 1993, Macintosh Retail Group concluded an agreement with the Foundation 

that gives the Foundation the right – as a further preventive measure, and on its own 

initiative - to take preference shares (call option) and exercise the attaching voting 

rights if a hostile takeover bid is made or impending. This agreement was amended 

in mid-2008. A hostile takeover bid is understood to mean a bid for Macintosh Retail 


The company 

Group NV’s ordinary shares, with a view to transferring control to the party making 

the bid without the consent of the Supervisory Board, or without the Supervisory 

Board having been notified in advance. According to Macintosh Retail Group and the 

Foundation, the call option has been granted to the Foundation partly with a view to 

preventing, delaying or complicating any undesirable shareholder influence in Macintosh 

Retail Group NV or any undesirable concentration of control in the company. 

The maximum number of preference shares that can be acquired by the Foundation 

without the approval of the General Meeting of Shareholders equals the number of 

shares outstanding minus one. 

Under Section 346(c) of Book 2 of the Dutch Civil Code, Macintosh Retail Group has 

granted the Foundation the right of inquiry as referred to in Section 345 of Book 2 of 

the Dutch Civil Code, enabling the Foundation to achieve its objective without being 

required to use the call option it has been granted. 

The Foundation’s administration currently comprises the following members. 

Name Appointed in / until Age Position 

J.A.J. Vink (Chairman) 2009 / 2013 65 Former CEO of CSM NV 

B.H.M.J.J. Verwilghen 2010 / 2014 60 Company Secretary of SBM Offshore NV 

mr M.J. Cools 2011 / 2015 55 Attorney-at-law / Partner at De Advocaten van Van Riet BV 

The Foundation’s administration is independent of the company, since none of the 

members: (a) is a member or former member of the Managing Board, or a member 

or former member of the Supervisory Board of the company or any of its group 

companies; (b) is employed by the company or any of its group companies; or (c) is 

a permanent adviser to the company or any of its group companies. The Foundation 

is an entity independent of Macintosh Retail Group NV within the meaning of Section 

5:71 (1)(c) of the Financial Supervision Act. 

Inside information 

Macintosh Retail Group NV applies the regulations covering the ownership of and 

transactions in Macintosh Retail Group NV securities. Apart from the applicable 

statutory bans, transactions in Macintosh Retail Group NV securities are forbidden 

during lock-up periods prior to the publication of the full annual results, the halfyear 

results and the quarterly reviews. The members of the Supervisory Board, 

Managing Board, Directors of the principal group companies and a number of holding 

company staff must observe longer lock-up periods in some cases. 

In addition to the regulations, separate guidelines on other securities transactions 

apply to members of the Supervisory Board and Managing Board. The key provision 

of these guidelines is the requirement on the part of the relevant Supervisory Board 

or Managing Board member to report transactions in securities held in Dutch listed 

companies with which Macintosh Retail Group has a significant relationship or 

regarding which it is likely that the relevant Supervisory Board or Managing Board 

member, given his position at Macintosh Retail Group, can form a better assessment 

than one based on information in the public domain. 


179

The company 

Investor relations 

Macintosh Retail Group’s IR policy aims to actively provide accurate, up-to-date and 

relevant information to shareholders and all other stakeholders, inside and outside 

the Netherlands. The responsibility for Investor Relations lies with the CEO, who 

develops and implements the strategy in this area in collaboration with the CFO and 

the Company Secretary. 

Activities in this area are carried out in accordance with relevant guidelines issued 

by NYSE Euronext and the Dutch Authority for the Financial Markets. Macintosh 

Retail Group complies with all relevant provisions of the Corporate Governance 

Code in this respect. 

Immediately following the publication of the full annual results and half-year results, 

presentations and meetings are organised for investors, analysts and press. Two 

analysts’ meetings and a press conference were held in Amsterdam in 2012. In addition, 

Macintosh Retail Group joined several meetings organised by banks organised a 

number of one-on-ones with shareholders and with analysts. 

Macintosh Retail Group has drawn up a Disclosure Policy (which is published on 

www.macintosh.nl) setting out the rules on handling and disclosing information to 

third parties. Restricted periods run from December 1 of a given year to the date of 

publication of the full annual results for the year concerned, from June 1 to the date 

of publication of the half-year results for the half-year concerned, and during a twoweek 

period prior to the publication of the quarterly reviews. 

The website www.macintosh.nl contains all press releases and annual reports, 

information on meetings of shareholders, as well as other information made available 

by Macintosh Retail Group in the context of corporate governance and statutory 

requirements, including a list of documents published in the 2012 financial year and 

registered or filed with the AFM. The staff magazine Macinform is also available on 

the website. This website can also be used to subscribe to our email service mailing 

list for immediate notification by email of the publication of press releases. 

Contact 

For more information please contact: 

Pat Hünen or Marjon Geuns 

+31 (0) 43 328 07 28 

p.hunen@macintosh.nl or m.geuns@macintosh.nl 

www.macintosh.nl 


The company 

Financial calendar for 2013 

Record date: March 28, 2013 

Publication of first quarterly review: 

April 25, 2013 before opening of stock exchange 

General Meeting of Shareholders 

April 25, 2013, 2 p.m. 

Ex-dividend listing: April 29, 2013 

Dividend record date: May 2, 2013 

Publication of half-year results for 2013 

July 25, 2012 before opening of stock exchange 

Publication of third quarterly review 

October 30, 2013 after closing of stock exchange 

Dates are subject to change 

Company data 

Macintosh Retail Group NV’s registered office is in Maastricht, the Netherlands. It 

is registered at the Trade Registry of the Chamber of Commerce and Industry in 

Limburg under number 14628300. 

Its business premises are located at Amerikalaan 100, 6199 AE Maastricht-Airport, 

the Netherlands. 

Its postal address is P.O. Box 110, 6190 AC Maastricht-Airport, the Netherlands. 

Telephone: +31 (0) 43 328 07 80 

Email: info@macintosh.nl 

www.macintosh.nl 


181

The company 

Directors Data 

Managing Board F.K. De Moor (50) CEO 

E.M.H. Coorens (48) COO 

T.L. Strijbos (53) CFO 

Group Executives 

K.B. De Moor (47) Group ICT Director 

P.T.A. Hünen (53) Corporate Secretary & Head Group Legal 

J.H.J. Linssen (41) Group Finance Director 

B.A.M. Oremans (45) Group Product Director 

P. Wilkens (50) Group Cross Channel Director 

Boards of group companies 

Fashion 

Macintosh Fashion BeLux 

S.K.B. van Weyenbergh* (51) Managing Director 

N.F.L. Bondroit (36) Management Services Director 

P. De Smedt (49) Format Director Service 

Macintosh Fashion NL 

H. Sieders* (46) Managing Director 

A.E.A.M. Ramakers (42) Management Services Director 

E.C.J.H. Aaftink (39) Format Director Service 

Macintosh Fashion UK 

D. Short* (50) Managing Director 

T. Boot (48) Management Services Director 

A.R. White (43) Format Director Service 

Nea International 

R. Müller (49) Director 

* Also Format Director Self Service 

Living 

Kwantum 

R.J. Berns (51) Managing Director 

R.E. de Lange (42) Management Services Director 


G. Jacobs (41) Director 


H.J. Kuperus (50) Director 

182 


The company 

F.K. De Moor (50) 

Frank De Moor was appointed member of the Managing Board of Macintosh Retail Group NV on 

October 1, 2002 and CEO on February 1, 2003. Mr De Moor has Belgian nationality. He has worked 

at Macintosh Retail Group since 1994 in the positions of: 

• Head of Management Services of Tonton Tapis NV, Belgium (1994-1995); 

• Director of GP Décors, France (1995-2000); 

• Managing Director of Kwantum Deco Group Netherlands and Belgium (2000-2002). 

Previously, he worked as a systems analyst at Procter & Gamble Benelux NV (1985-1988), as 

Senior Consultant with Ernst & Whinney Belgium (1988 -1989), as Branch Manager Europe & 

Africa with Federal Mogul (1989-1990) and as Managing Director of Brantano NV (1990-1994). 

Education: 

Frank De Moor studied at the University of Louvain (Belgium), obtaining Master degrees in 

Applied Quantitative Economics - Econometrics and Applied Quantitative Economics - Information 

Technology. He also followed a range of management training courses, including Strategic 

Management in Retail at Babson University, USA, and Vlerick Management School. 

Other positions: 

Supervisory Board member at Mediq NV • Member of the Managing Committee of Raad 

Nederlandse Detailhandel • Member of the Managing Board of Electronic Commerce Platform 

• Member of the Board of Stichting Leerstoel Detailhandelsmarketing • Member of the Client 

Advisory Board of ING • Member of the national “Raad van Beheer” of BNP Paribas (B) 

E.M.H. Coorens (48) 

Eric Coorens was appointed member of the Managing Board of Macintosh Retail Group NV on 

June 1, 2007 and COO on July 1, 2007. Mr Coorens has Dutch nationality. He has worked with 

Macintosh Retail Group since 1996 in the positions of: 

• Project Manager/Information Manager (1996-1998); 

• Director of Management Services of Kwantum Deco Group Belgium (1998-1999); 

• Director of Product Management of Kwantum Deco Group Netherlands (1999-2002); 

• Managing Director of Kwantum Deco Group Netherlands and Belgium (2002-2007). 

Previously, Eric Coorens worked as Project Manager at RCL, Kerkrade (1989-1991), as Project 

Manager/Information Manager at Vendex International (1991-1995) and as Senior Management 

Consultant at KPMG Management Consulting (1995-1996). 

Education: 

Eric Coorens studied mechanical engineering at Heerlen Technical College. In 1994, he graduated with 

a Master degree in Business Administration from PUC, Diepenbeek (Belgium). He followed various 

management training courses, including Bachelor in Economics and Strategic Management in Retail 

at Babson University, USA, and Vlerick Management School. 

T.L. Strijbos (53) 

Theo Strijbos was appointed member of the Managing Board of Macintosh Retail Group NV on May 1, 

2007 and CFO on July 1, 2007. Mr Strijbos has Dutch nationality. He previously worked with Macintosh 

Retail Group from 1987 to 2000 in the positions of: 

• Financial and Tax Manager (1987-1996); 

• Logistics Manager of Kwantum Netherlands (1996-2000). 

From 1982 to 1987, he was a Government Auditor working with the Government Audit Department/ 

Taxes in The Hague, from 2000 to 2002 he was Logistics Manager with Vroom & Dreesmann 

Warenhuizen, and from 2002 to 2007 he was Finance Director of Dixons Group. 

Education: 

Theo Strijbos was trained to be a Government Auditor at the Tax Office’s training centre. He 

subsequently qualified in 1990 as a registeraccountant with NIVRA. He followed various management 

training courses, including Strategic Management in Retail at Babson University, USA, and Vlerick 

Management School. 

Other positions: 

Supervisory Board member at Seacon Logistics NV. 


183

The company 

Three-year summary of Macintosh Retail Group 

€ X 1 000 (unless stated otherwise) 2010 1 2011 1 2012 

Total consumer sale 973 512 1 036 989 1 056 697 

Total net turnover 823 487 875 168 893 231 

EBIT before exceptional items 44 604 31 864 18 088 

EBIT after exceptional items 44 604 27 806 - 117 367 

Net finance revenue/cost - 6 479 - 5 189 - 3 569 

EBIT before income tax 38 125 22 617 - 120 936 

Income tax expense - 5 471 - 3 441 1 060 

Net result 40 074 99 135 - 126 027 

Net result on continuing operation 32 654 19 176 - 119 876 

Total depreciation, amortisation and impairment 25 441 35 922 135 612 

Depreciation, amortisation and impairment 

attributable to continuing operations 20 783 23 736 130 988 

Total capital expenditure 19 080 25 933 19 802 

Capital expenditure attributable to continuing operations 14 380 22 091 19 442 

Dividend 8 570 16 092 4 868 

3 

Equity 267 657 351 762 210 713 

3 

Equity as a percentage of balance sheet total 44 57 43 

Share capital 9 578 9 737 9 737 

5 

Number of shares outstanding (x 1 000) 23 946 24 343 24 343 

Information per share in euros 

Net result total 1.74 4.25 - 5.48 

4 

Net earnings on continuing operations 1.41 0.82 - 5.21 

2 

Dividend (proposal) 0.67 0.70 0.20 

3 

Equity 11.17 14.45 8.66 

Payout as a percentage of total net earnings 

6 

40 16 - 

Number of stores at year-end continuing operations 855 896 1 002 

Retail floor space at year-end (m²) 628 600 646 600 651 990 

Number of employees at year-end 9 722 11 822 12 016 

Average number of FTEs 5 165 5 863 5 666 

1 Comparable figures are adapted as a consequence of the introduction of IAS 19(R). 

2. Cash portion of cash-stock dividend. 

3. Figures are before profit appropriation. 

4. The earnings per share have been calculated based on the weighted average number of shares outstanding, allowing for the effects of dilution. 

The comparative figures have been restated likewise. The treasury shares are not included in the average number of shares outstanding. 

5. Includes treasury shares. 

6 Includes stock dividend. 

Forward-looking statements 

This annual report contains a number of forward-looking statements and expectations. These statements, which can be reflected in a 

number of different ways, refer to future events. They are based on current expectations, estimates and forecasts made by the management 

of Macintosh Retail Group, as well as on information currently available to the group. These expectations and forecasts are subject to change 

and Macintosh Retail Group’s actual results may differ substantially from expectations as described in this annual report, due to potential 

risks, uncertainties and other significant factors which Macintosh Retail Group is not always able to control and which are neither manageable 

nor predictable. In the light of these risks, uncertainties and assumptions, there is even a possibility that the future events described in the 

annual report will not actually take place. Macintosh Retail Group cannot therefore guarantee that the expectations expressed in this annual 

report will be realised. 

These factors, risks and uncertainties include the following non-exhaustive list. Changes in economic and commercial circumstances, 

changing consumer preferences, introductions of new retail formats or concepts, products and services, government policy in general and 

amendments to laws and regulations in particular, changing competition in the markets in which Macintosh Retail Group operates, financing 

of the business activities, efficiency and cost control, exchange rate changes, interest rate fluctuations, uncertain political situations, tax rates, 

acquisitions, joint ventures and disposals. For further details of risks, uncertainties and other factors that may affect the results, performance 

or success of Macintosh Retail Group, reference is made to pages 75 to 84 of this annual report. 

The statements made in this annual report reflect the situation as at February 26, 2013, and Macintosh Retail Group accepts no obligation 

to update the statements or publish any changes, due to new information becoming available, future events or any other factors, unless it 

is obliged to so under mandatory law. For additional information on this matter, reference is made to the public announcements made by 

Macintosh Retail Group following the date of this annual report. 

184 


The company 

List of addresses 

Fashion 

Macintosh Fashion NL 

Hoogenbosch Retail Group 

Larenweg 70, 5234 KC Den Bosch, The Netherlands 

Telephone: +31 73 648 34 83 

Fax: +31 73 644 41 28 

Internet: www.dolcis.nl 

www.manfield.com 

www.invito.com 

www.pro-shoes.nl 

eMail: receptie@hoogenbosch.nl 

Intreza 

Amerikalaan 100, 6199 AE Maastricht-Airport, 


Telephone: +31 43 328 07 80 

Internet: www.intreza.nl 

eMail: info@intreza.nl 

MRG STM (Steve Madden) 

Amerikalaan 100, 6199 AE Maastricht-Airport, 


Telephone: +31 43 328 08 13 

Internet: www.stevemadden.nl 

www.stevemadden.be 

eMail: info@stevemadden.nl 

info@stevemadden.be 

Nea International B.V. 

Europalaan 31, 6199 AB Maastricht-Airport, 


Telephone: +31 43 407 92 20 

Internet: www.push.eu/www.psb.eu 

eMail: info@push.eu 

Scapino The Netherlands 

Industrieweg 28, 9403 AB Assen, The Netherlands 

Telephone: +31 592 34 00 42 

Fax: +31 592 34 49 04 

Internet: www.scapino.nl 

eMail: scapino@scapino.nl 

Macintosh Fashion BeLux 

Brantano Belgium 

Kwadelapstraat 2, 9320 Erembodegem, Belgium 

Telephone: +32 53 65 06 11 

Fax: +32 53 66 50 08 

Internet: www.brantano.be 

eMail: info@brantano.be 

SC Retail (Scapino Belgium) 

Kwadelapstraat 2, 9320 Erembodegem, Belgium 

Telephone: +32 53 65 06 11 

Fax: +32 53 66 50 08 

Internet: www.scapino.be 

Macintosh Fashion UK 

Brantano UK 

Interlink Way West, Bardon Coalville Leistershire 

LE67 1LD UK 

Telephone: +44 870 990 1601 

Fax: +44 870 990 1602 

Internet: www.brantano.co.uk 

eMail: info@brantano.co.uk 

Jones Bootmaker 

18 Maple Road, Eastbourne East Sussex 

BN23 6NZ UK 

Telephone: +44 1323 730 532 

Internet: www.jonesbootmaker.com 

eMail: info@jonesbootmaker.com. 

living 

Kwantum The Netherlands 

Belle van Zuylenstraat 10, 5032 MA Tilburg, 


Telephone: +31 13 462 66 26 

Fax: +31 13 463 79 79 

Internet: www.kwantum.nl 

eMail: info@kwantum.nl 

Kwantum Belgium 

Rijksweg 376, 3630 Maasmechelen, Belgium 

Telephone: +32 897 701 68 

Fax: +32 897 701 52 

Internet: www.kwantum.be 

eMail: info@kwantum.be 

Service 


Unit 815, 8th Floor Houston Centre, 63 Mody Road, 

Tsim Sha Tsui East Kowloon, Hong Kong 

Telephone: +852 273 579 39 

Fax: +852 273 578 70 

eMail: jeffry@macintoshretail.com 


Rijksweg 376, 3630 Maasmechelen, Belgium 

Telephone: +32 897 701 50 

Fax: +32 897 701 69 

eMail: treasury@misgroup.be 

Realisation: Caris & Sak - Heerlen, The Netherlands 

www.carissak.nl 

This annual report is printed 

on FSC certified paper. 


Macintosh Retail Group NV 

Amerikalaan 100, 6199 AE 

P.O. box 110, 6190 AC 

Maastricht-Airport, The Netherlands 

Tel. +31 43 328 07 80 

Fax +31 43 325 70 30 

info@macintosh.nl 

www.macintosh.nl

annual report 2012 - Macintosh Retail Group

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