New Image Annual Report 2012 concept.indd - NZX

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Notes to and forming part of the financial statements (continued) For the year ended 30 June 2012 The investment in Living Nature Natural Products Limited (“Living Nature”) was reclassified from an Investment in Associate to Investment in Subsidiary during the year. Percentage Held Name Country Activity 2012 2011 The movement in Investment in Subsidiaries for the year is as follows: New Image International (Thailand) Co. Limited Thailand Trading company 95%**** 95%**** New Image International (Cambodia) Co. Cambodia Non-Trading company 100% 100% Limited Investment in Subsidiaries Company 2012 2011 $’000 $’000 Opening Balance 8,689 8,689 Transfer from Investment in Associate 3,220 - Further Investment in Subsidiary 1,148 - Less Impairments (3,420) - Closing Balance 9,637 8,689 Pt. New Image Health Sciences Indonesia Non-Trading company 100% 100% New Image International (Vietnam) Co. Limited Vietnam Non-Trading company 90% 90% New Subsidiaries Incorporated in 2012: New Image International (India) Private Limited India Trading company 100% NA New Image Food Distribution (Shanghai) Company Limited China Non-Trading company 100% NA Subsidiaries Previously Classified as Associates: The investment in Living Nature was subject to an impairment of $3,420,000 (2011: $Nil) due to the fair value of the net identifiable assets of Living Nature falling below the carrying value of the Company’s investment in Living Nature. The Impairment reduced the carrying value of the investment in Living Nature to its fair value of $948,000 (2011: $3,220,000), with the fair value equating to the book value of the identifiable net assets of Living Nature as at 30 June 2012. Living Nature Natural Products Limited New Zealand Trading company 61.725% 50.001% The following companies are 100% owned subsidiaries of Living Nature Natural Products Limited: Living Nature Limited New Zealand Non-Trading company Nature’s Infinite Balance Limited New Zealand Non-Trading company Living Nature North America Limited New Zealand Non-Trading company 1964 UK Limited United Kingdom Trading company Living Nature Pty Limited Australia Trading company Living Nature Australasia Limited New Zealand Non-Trading company Struck off 29/02/12 Living Nature Europe Limited New Zealand Non-Trading company Struck off 22/12/11 LN Contracting Limited New Zealand Non-Trading company Struck off 22/12/11 Living Matrix Inc Limited New Zealand Non-Trading company Struck off 22/12/11 48 Investment in Subsidiaries The group comprises the following significant entities: 49 Percentage Held Name Country Activity 2012 2011 New Image Group Limited New Zealand Holding company New Image International Limited New Zealand Holding & trading company 100% 100% BioActive Technologies International Limited New Zealand Trading company 100% 100% Symbiotics (N.Z.) Limited New Zealand Trading company 100% 100% BioActive Technologies Asia Pacific Limited New Zealand Non-Trading company 100% 100% Vitenz International Limited New Zealand Trading company 100% 100% Food Contractors Limited New Zealand Trading company 100% 100% New Image Natural Health Limited New Zealand Trading company 100% 100% New Image Share Scheme Trustee Limited New Zealand Non-Trading company 100% 100% Primary Nutrition Limited New Zealand Non-Trading company 100% 50% New Image International (Australia) Pty Limited Australia Trading company 100% 100% Pt. Kharisma Gizindo Perkasa Indonesia Trading company 100%* 100%* NZ New Image SDN BHD. Malaysia Trading company 100%** 100%** New Image International Singapore (Private) Limited Singapore Trading company 100% 100% Associates Previously Classified as Subsidiaries: Golden Dairy (HK) Limited Hong Kong Trading company 30% 60% In addition, New Image International Limited has a trading branch in Taiwan. The subsidiaries designated as trading companies above are all involved in the marketing, manufacture and distribution of health and nutritional products. * 100% of Pt Kharisma Gizindo Perkasa is consolidated into the Group’s result. All of the shares of the company are indirectly held through formal arrangements with the legal shareholders providing the Group with full economic and management control. New Image International Far East (Philippines), Inc. Philippines Trading company 100%*** 100%*** New Image Health Sciences (SA) Limited South Africa Trading company 100% 100% New Image International Japan Kabushiki Kaisha Japan Trading company 100% 100% New Zealand New Image Limited HongKong Trading company 100% 100% New Zealand New Image (HK) Limited HongKong Non-Trading company 99.9% 99.9% ** 100% of New Zealand New Image SDN BHD is consolidated into the Group’s result. During the year all the shares not directly held by the Group in New Zealand New Image SDN BHD were transferred into the name of New Image International Limited. In order to effect the share transfer the paid-up share capital in the Malaysian subsidiary was increased by RM2,686,000 (NZD1,050,000) to RM5,000,000 (NZD1,955,000) to meet the minimum capital requirements, for a 100% overseas owned direct seller under the Malaysian Ministry of Domestic Trade, Co-operatives and Consumerism guidelines. In the prior year New Image International Limited directly owned only a minority of the shares in the company and indirectly owned the remaining shares through formal arrangements with the other legal shareholders. The Group has always maintained full economic and management control of New Zealand New Image SDN BHD. NEW IMAGE GROUP ANNUAL REPORT NEW IMAGE GROUP ANNUAL REPORT
Notes to and forming part of the financial statements (continued) For the year ended 30 June 2012 *** 100% of New Image International Far East (Philippines), Inc. is consolidated into the Group’s result. New Image International Limited directly owns a minority of the shares in the company and indirectly owns the remaining shares through a formal arrangement with the other legal shareholder, providing the Group with full economic and management control. 17Interest Bearing Loans and Borrowings **** 100% of New Image International (Thailand) Co. Limited is consolidated in the Group’s result along with a 5% Non Controlling Interest. New Image International Limited directly owns a majority of the shares in the company and indirectly owns the remaining shares through an agreement with the other shareholder providing the Group with full economic and management control. A capital restructuring is currently underway which will see the Group’s direct shareholding interest increase to 95%. Investment in Associates This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see Note 22. 2012 2011 Group $’000 $’000 Clegg Family Trust (unsecured) 5,000 6,500 Food Contractors (1979) Ltd (vendor finance) 400 400 ANZ National Bank Ltd 3,065 - Hongkong and Shanghai Banking Corporation Ltd - 1,767 On 1 October 2011 the Group obtained control of Living Nature Natural Products Limited. The group ceased equity accounting for its share of the loss of the company and began consolidating the results of the subsidiary into the Group result (refer to Note 25). On 30 April 2012 the Group lost control of Golden Dairy (HK) Limited and deconsolidated the results of the company from the Group. From 1 May 2012 the Group equity accounts for its share of the loss of the company (refer to Note 25). Tax Management New Zealand Ltd - 500 BOQ Equipment Finance Ltd (finance leases) 164 53 Kiwi Asset Finance Ltd 49 70 Total Loans 8,678 9,290 50 Investment in Joint Ventures During the year the Group obtained 100% of the shares in Primary Nutrition Limited and the Joint Venture Agreement was cancelled (refer to Note 31) and no longer equity accounts for any share of profits from the Joint Venture. Repayable within 1 Year 6,429 9,200 Repayable between 1 and 5 Years 2,249 90 Total Loans 8,678 9,290 51 16 Trade and Other Payables Group Company 2012 2011 2012 2011 $’000 $’000 $’000 $’000 Trade Payables 8,230 7,755 - - Employee Entitlements 1,333 1,224 - - GST Payable 497 315 - - Sundry Payables and Accruals 1,241 745 - - Acquisition Contingent Consideration 85 51 - - 11,386 10,090 - - Clegg Family Trust (unsecured) The loans from the Clegg Family Trust are unsecured, repayable on demand, and carry interest rates as follows: Loan Interest Rate 2012 2011 2012 2011 Group $’000 $’000 Unsecured Loan 5,000 6,034 10.31% 10.31% Unsecured Loan - 466 - 9.85% Total Unsecured Loans 5,000 6,500 Food Contractors (1979) Ltd (vendor finance) The loan from Food Contractors (1979) Limited is secured over the plant and equipment of the Food Contractors business and carries an interest rate of 9.77% (2011: 9.77%) and is repayable in full on 31 December 2012. NEW IMAGE GROUP ANNUAL REPORT NEW IMAGE GROUP ANNUAL REPORT
Page 2 and 3: To enhance the health and well-bein
Page 4 and 5: Executive Chairman’s Review 2012
Page 6 and 7: NEW IMAGE GROUP LIMITED Annual Repo
Page 8 and 9: Statement of Changes in Equity (con
Page 10 and 11: Notes to and forming part of the fi
Page 44 and 45: Audit Report 84 Independent Auditor
Page 46 and 47: Statutory Information (continued) F
Page 48 and 49: Statutory Information (continued) F
Page 50: Company Directory For the year ende

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