New Image Annual Report 2012 concept.indd - NZX

More documents

Recommendations

Info

Notes to and forming part of the financial statements (continued) For the year ended 30 June 2012 ANZ National Bank Ltd Interest was payable monthly in arrears, and the interest rate at 30 June 2011 was 12.50%. The total loan facility provided by ANZ National Bank Ltd (“ANZ”) is $3,252,000. The total facility comprises two separate loans as follows: Flexible Rate Term Loan Facility 1 The loan was interest only for the first 7 months to 17 January 2012 and for the first 12 months following the interest only period, principal monthly repayments were to be $50,000 and for the second and third 12 month periods repayments were to be $100,000. The balance of the facility was repayable in one lump sum on 17 November 2014 (42 months from the first drawdown date). The total loan balance at 30 June 2012 is $2,581,000. The facility limit on this loan is $2,750,000. This loan facility finances the dairy spray drier plant in Paerata, South Auckland. The funds from the facility were initially drawn to repay the loan from Hongkong and Shanghai Banking Corporation Ltd. The loan was drawn on 12 August 2011 and was interest only for the first 6 months to 12 February 2012 with monthly principal repayments of $62,500 thereafter. The loan termination date is 31 January 2016. Interest is payable monthly in arrears, the interest rate at 30 June 2012 was 6.45%. The loan was secured by a first ranking general security agreement (“GSA”) in favour of HSBC over all tangible and intangible assets of New Zealand registered companies in the New Image Group. The New Image Group New Zealand registered companies consists of the following: New Image Group Limited New Image International Limited BioActive Technologies International Limited Symbiotics (NZ) Limited BioActive Technologies Asia Pacific Limited Vitenz International Limited Food Contractors Limited New Image Natural Health Limited 52 Flexible Rate Term Loan Facility 2 The total loan balance at 30 June 2012 is $484,000. The facility limit on this loan is $502,000. This loan facility finances plant & equipment purchases. The loan was initially drawn on 2 September 2011 with monthly principal repayments of $18,125 thereafter. The loan termination date is 2 September 2015. Interest is payable monthly in arrears, the interest rate at 30 June 2012 was 6.45%. Security The loans are secured by a first ranking general security agreement (“GSA”) in favour of ANZ over all tangible and intangible assets of New Zealand registered companies in the New Image Group. The New Image Group New Zealand registered companies consists of the following: New Image Group Limited New Image International Limited BioActive Technologies International Limited Symbiotics (NZ) Limited BioActive Technologies Asia Pacific Limited Vitenz International Limited Food Contractors Limited New Image Natural Health Limited Living Nature Natural Products Limited The Parent had given an undertaking to procure its Malaysian subsidiary to execute such documents in forms acceptable to HSBC to be joined as a party to the GSA within three months of the date of the facility agreement, which was executed on 10 June 2011, or such period as to by HSBC in its sole discretion. If the Parent breached this undertaking, the Group was to promptly make a principal repayment to ensure that the principal outstanding did not exceed $2,000,000, and the facility limit would be reduced accordingly. The Parent undertook to HSBC that it would not pay any dividends or make any distribution until it had made the repayment. During the term of the facility the Group had undertaken not to incur or undertake any capital expenditure or acquisition which was greater than $250,000 without the prior written consent of HSBC. The Group also provided HSBC with a Negative Pledge not to allow any of its 100% owned subsidiaries to grant any security without HSBC’s prior approval. 53 The loans are secured by a cross guarantee and indemnity between the 100% owned New Zealand subsidiaries and a guarantee and indemnity of all the obligations of Living Nature Natural Products Limited, unlimited as to amount. The loan was classified as current, as at 30 June 2011 the Group was in breach of an HSBC banking covenant (refer also to Note 10). The Group had not sought a waiver for the breach as on 11 August 2011 all facilities with HSBC were repaid and replaced by new facilities provided by ANZ National Bank Ltd with a different set of banking covenants that the Group was compliant with. Tax Management New Zealand Ltd There is a deed of postponement in respect of the $5,000,000 advance made by the Clegg Family Trust, which places the priority of repayment of the Clegg Family Trust advance as subordinate to the ANZ National Bank Ltd loans. The loan from Tax Management New Zealand Ltd was repaid during the year. The loan was unsecured, carried an interest rate of 5.78% and was repayable on 22 July 2011. The loan was subsequently rolled to 22 March 2012 and repaid on 19 March 2012. Hongkong and Shanghai Banking Corporation Ltd BOQ Equipment Finance Ltd (finance leases) The loan from Hongkong and Shanghai Banking Corporation Ltd (“HSBC”) was part of a facility limit of $3,000,000 raised to fund the construction of the dairy spray drier plant in Paerata, South Auckland. The BOQ Equipment Finance Ltd facility comprises two separate loans as follows: 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 Bar Code Laser Printer Loan The loan balance at 30 June 2012 is $42,000 (2011: $53,000). The loan is secured over a barcode laser printer with a carrying value of $45,302 (2011: $56,865) and carries an interest rate of 7.95% (2011: 7.95%) and is repayable with an initial payment of $7,159 followed by 47 equal monthly instalments of $1,600 with the final payment due on 1 June 2015. Vertical Form Fill and Seal (VFFS) Loan The loan balance at 30 June 2012 is $122,000 (2011: $Nil). The loan is secured over a vertical form fill and seal machine with a carrying value of $131,206 (2011: $Nil) and carries an interest rate of 7.95% (2011: Nil) and is repayable with an initial payment of $18,536 followed by 59 equal monthly instalments of $3,650 with the final payment due on 5 July 2016. Kiwi Asset Finance Ltd The loan from Kiwi Asset Finance Ltd is secured over two forklifts and a sleeve labeller with a carrying value of $126,460 (2011: $151,245) and carries an interest rate of 12.25% (2011: 12.25%) and is repayable in 36 equal monthly instalments of $2,392 with the final payment due on 1 May 2014. Company The Company has no interest bearing loans and borrowings. 19Contributed Equity Company Number 2012 2011 2012 2011 $’000 $’000 Balance 1 July 34,927 34,864 243,654,584 241,819,609 Net Shares Issued - 63 - 1,834,975 Shares Cancelled (84) - (8,730,000) - Share Based Payment Transfer to Ordinary Shares 550 - - - Balance 30 June 35,393 34,927 234,924,584 243,654,584 Shares issued under Dividend Retention Plan As the Dividend Retention Plan has been suspended since 26 April 2011 and no dividends were paid during the year there have been no shares issued in lieu of dividends in the current year. In the prior year 199,975 shares were issued under the Dividend Retention Plan in lieu of the final dividend. 54 Shares issued/redeemed under the Employee Share Scheme 55 18Acquisition Contingent Consideration Under the terms of the acquisition agreement between the Group and the vendors of the Sleeptime business, Somnaceutics Ltd, the Group must make additional cash payments based upon sales and revenue from licensing of intellectual property through to 31 December 2016. The estimated amount of the acquisition contingent consideration payable is determined by reference to the forecast cash flow and valuation assumptions as per the Sleeptime cash generating unit impairment testing (refer Note 14). Group Company 2012 2011 2012 2011 $’000 $’000 $’000 $’000 Current Acquisition Contingent Consideration 85 51 - - Non-current Acquisition Contingent Consideration 365 1,099 - - 450 1,150 - - The Company operated an employee share scheme known as the New Image Group Ltd Partly Paid Share Scheme. Pursuant to the Scheme, on 20 November 2008 the Company issued a first tranche of 6,010,000 share options at 13 cents each for the Share Scheme. The shares were for a total value of $60,100 (partly paid at 1 cent per share). In the 2010 financial year 1,050,000 of the tranche 1 share options were forfeited and the Company cancelled the 1,050,000 shares. In 2010 the Company issued a second tranche of 2,135,000 share options at 67 cents per share. The shares were for a value of $21,350 (partly paid at 1 cent per share). In the 2011 financial year 365,000 of the tranche 2 share options were forfeited and the Company cancelled the 365,000 shares. In 2011 the Company issued a third tranche of 2,000,000 share options at 28 cents per share. The shares were for a value of $20,000 (partly paid at 1 cent per share). In the current financial year the Group redeemed and cancelled all of the 8,730,000 partly paid ordinary shares that remained outstanding under the Share Scheme. The shares had been partly paid at 1 cent per share. Company 2012 2011 $’000 $’000 Shares Issued under the Scheme - 2,000,000 Shares Redeemed under the Scheme (8,730,000) (365,000) Net Movement for the Year (8,730,000) 1,635,000 With no further employees benefiting from the Share Scheme, the Company has proceeded to windup the Scheme and the share based payment reserve has been transferred to Share Capital. 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

New Image Annual Report 2012 concept.indd - NZX

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?