Cenvet Group Holdings Annual report 2015

Cenvet Group Holdings LimitedACN: 092 375 221

Letter from the Chairman 3

Board of Directors 6

Directors Report 8

Industry Overview 10

Business Overview 14

Financial Report 24

End Notes 62

Corporate Directory 63

CONTENTS

3Cenvet Group Holdings Annual Report 2015

LETTER FROMTHE CHAIRMAN

Dear Shareholder,

“Consistent with the board’s expectations and targets.”

That’s probably the best way to describe Cenvet Group Holdings Ltd’s (“Cenvet”) impressive performance this year. Throughout 2015, our group has built considerable momentum as we continue to increase our share of the animal health sector and build a “best in class” business for all stakeholders.

In an industry with an annual forecasted growth rate of approximately 2.3% in 2015, Cenvet has increased sales revenue by over 10% to $106,121,811. At the same time, the group’s profit before income tax has more than doubled over the same period to $1,012,610.

During the course of this financial year, the directors and executive team have continued to reduce expenses, strengthen the company’s balance sheet and deliver on a range of initiatives, which the board believes will form the basis for even better performance outcomes in 2016.

A detailed analysis of Cenvet’s results and achievements can be found in the directors’ report and the company’s financial accounts which from

part of this year’s annual report. Our 2015 results reflect a positive outcome for all interested parties and one that will allow us to move forward at a rapid pace in the short to medium term.

In addition to improving our overall fiscal performance this year, the company offered shareholders and new investors the opportunity to purchase Cenvet shares in March 2015. Over 1,800,000 shares were purchased by existing shareholders and 74 new investors with the majority of the new shareholders being veterinarians (or their related entities). The response to the share offer was tremendous and further demonstrates the level of investor confidence in our customer/shareholder co-operative model as we continue to widen our shareholder base.

Cenvet’s growth in recent years has created an immense amount of energy within the group as we totally rejuvenate our business portfolio with the full support of management and our employees. To ensure we remain on track and continue to deliver significant results against our objectives, the Board of Directors will be reviewing our current strategic plan in early 2016 to ensure Cenvet is well resourced for the future and has a strong foundation to support the projected growth and expansion over the next few years.

It’s exciting times for Cenvet and the directors would like to take this opportunity to thank our shareholders and valued customers for their on-going support.

On behalf of the Cenvet directors, I am proud to present you the 2015 Annual Report for Cenvet Group Holdings Ltd. Your Faithfully

Lionel Bloom Chairman

ACHIEVe A SUSTAINABLE business with revenue oF $150,000,000 BY 2017

$150,000,000

The Cenvet Group aspires to have the strength and resources of a large company with the sensitivity, flexibility and simplicity of a small business.

Our strategic goals are TO

• Achieve a sustainable business with revenue of $150,000,000 by 2017.

• Continue to improve profitability.

• Widen our shareholder base for the benefit of all stakeholders.

We will achieve our goal by working as one team to grow a network of diversified businesses in multiple business channels.

VISION & MISSION

4


EXPANDING THE CO-OPERATIVE SHAREHOLDER MODEL

Continuing to develop and roll out a co-operative shareholder model where the company’s future

growth and success is shared with customers and employee shareholders.

BUSINESS EXPANSION Further expanding our business in the animal

health sector, leveraging its core strengths across multiple markets, capitalizing on potential growth

opportunities through acquisitions and mitigating the risk of a potential downturn in a single market.

WIDENING THE SHAREHOLDER BASEThe goal is to widen the shareholder base to a

minimum of 400 shareholders.

The Board intends on achieving its strategic goals by

IMPLEMENTING STRATEGIC GOALS

6 Cenvet Group Holdings Annual Report 2015

Mr Jason Phillips BCom, Grad Dip App Fin, Dip FS(FP), FCA Non-executive Director

Mr Jason Phillips was appointed as a non-executive director on the 22nd October 2015. Mr Jason Phillips brings extensive financial management and corporate advisory experience to the Cenvet Group Board. As a Chartered Accountant with over 25 years of public practice and commercial experience, Jason has held senior roles in some of Australia’s leading accounting firms and financial institutions. In these roles, Mr Phillips has advised clients on taxation, business valuation and corporate finance related matters. Jason is a Fellow and former Chairman (NSW State Council) of the Institute of Chartered Accountants Australia and New Zealand.

Mr Michael Quirk BSc. Hns. Mech Eng, MBA Non-executive Director

Mr Michael Quirk brings extensive business management experience to the Cenvet Group Board. Michael’s business experience ranges from working in a Divisional General Manager role for a multi-national construction products company to acquiring and developing a chain of childcare centres in Sydney in anticipation of an initial public offer (IPO) on the Australian Securities Exchange. In 2004, prior to an IPO, an offer to acquire the chain by a large listed childcare company was accepted. Following the sale of his chain of child care centres, Michael established Petcorp Pty Ltd in 2005. Petcorp is the owner and operator of the Vet Friends veterinary hospitals group.

Mr Lionel Bloom B.Com, GAICD Chairman and CEO

Mr Lionel Bloom commenced with the Cenvet Group in 1984. He has a commerce degree from the University of New South Wales and has held the position of Chairman and CEO of the Cenvet Group for the past 12 years. He has a proven track record in business and brings to the Cenvet Group a high level of expertise in an number of areas including business management, marketing, supply chain management and stock control. Lionel is a member and graduate of the Australian Institute of Company Directors.

Dr Sam Haynes BSc BVMS GCM (VP) Non-executive Director

Dr Sam Haynes is the founder of the Sydney Animal Hospitals Group. He brings to the Cenvet Group Board a deep understanding of the changing needs of veterinarians and extensive veterinary hospital management experience. Sam is a member of the Australian Veterinary Association (AVA). He has held various committee and board roles with the AVA in the past, including being elected president of the NSW division of the AVA in 1997 and as a committee member of the ASAVA between 1999 and 2001 and the AVA board between 1996 and 1998.

BOARD OF DIRECTORS


The Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

Danny Putica B.Com, CPA, MAICD

Mr Danny Putica commenced with the Cenvet Group in 1995. He is currently the Head of Finance for the Cenvet Group. He has a Commerce degree from the University of Canberra and the University of Technology in Sydney. Danny has a high level of expertise in financial management and corporate governance. Danny is a member of the Certified Practising Accountants of Australia and the Australian Institute of Company Directors.

DIRECTOR MEETINGS NUMBER ELIGIBLE TO ATTEND NUMBER ATTENDED

MR LIONEL BLOOM 10 10

MR SAM HAYNES 10 10

MR MICHAEL QUIRK 10 10

Meetings of Directors During the financial year, 10 meetings of directors (including committees of directors) were held. Attendance by each director during the year was as follows:

Company Secretary The following person held the position of company secretary at the end of the financial year:


Review of OperationsThe directors present the report for the consolidated group for the financial year ending 30 June 2015.

• Total Revenue increased by 10.08% over the previous year to close at $106,121,811 for the full year.

• Profit before tax and non-cash depreciation was $2,118,439 representing a further increase on last year's result of 25.18%.

• The group’s profit for the financial year before providing for income tax amounted to $1,012,610. This represents an increase of 106%.

In an established market, the directors are extremely pleased with the results for the financial year. All indicators are in-line with our expectations for the business as the Cenvet group continues to execute the board’s strategic plan and increase market share in all sectors of the animal health and pet retail market.

The consolidated group’s profit for the financial year (after providing for income tax) amounted to $556,959 and was up a further 93% on the prior year.

Based on current performance, the directors anticipate further increases in profitability as the group realises cost efficiencies from improved resource management and exponential sales growth over the short to medium term.

A review of the operations of the company during the financial year and the results of those operations are as follows: The directors and management team have continued to focus on streamlining the group’s operations, strengthening the company’s balance sheet and expanding the shareholder/customer model. The board’s priorities have continued to deliver noteworthy results in all areas of the business.

2015 Highlights:Our continuous operational improvement programme has produced a further expense-to-sales ratio decrease of over 0.82% over the prior year with direct costs being capped at a rate less than the overall increase in sales revenue. The profitability of the company has improved significantly in 2015 and continues to validate the fiscal disciplines being applied to all sectors of the business by the board.

Net assets increased from $8,870,554 to $9,225,133 in 2015. This increase was a result of company profits generated in 2015 and should continue in 2016 as the company’s sales revenue is maintained at a growth rate well in excess of the forecasted industry rate.

Based on retained profits and the financial performance of the company in 2015, the directors declared a fully franked ordinary interim dividend of 1.8 cents per share in November 2014. The dividend was paid in January 2015.

Significant Changes in the State of AffairsNo significant changes in the group’s state of affairs occurred during the financial year.

Principal ActivitiesThe principal activities of the group during the financial year were the supply of veterinary pharmaceutical products, pet retail products and animal diets to veterinarians and pet retailers throughout Australia.

No significant change in the nature of these activities occurred during the year.

DIRECTORS' REPORT


Events Subsequent to the End of the Reporting PeriodIn March 2015, the company offered both existing shareholders and new investors the opportunity to purchase shares in Cenvet Group Holdings Ltd as part of an Information Memorandum (IM) which closed on the 30th June 2015. The offer price was 63c per share. As a result, over 1,800,000 shares were purchased post year end by existing shareholders and 74 new shareholders. The majority of our new shareholders are veterinarians (or their related entities) and the total number of shareholders is now 231,

further enhancing our shareholder/customer model.

On 17 July 2015, the group acquired two veterinary practices for $2,500,000. The company is currently using these practices to test a strategy and concept which it expects to bring to market in late 2016.

No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the group, the results of those operations, or the state of affairs of the group in future financial years.

Likely Developments and Expected Results of OperationsLikely developments in the operations of the group and the expected results of those operations in future financial years have not been included in this report, as the inclusion of such information is likely to result in unreasonable prejudice to the group.

Environmental RegulationThe group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a state or territory.

DividendsThe directors declared a fully franked ordinary interim dividend of 1.8 cents per share in November 2014 which was paid in January 2015.

OptionsNo options over issued shares or interests in the company or a controlled entity were granted during or since the end of the financial year and there were no options outstanding at the date of this report.

Indemnification of OfficersThe directors and officers of the company have been given indemnities by the company and insurance premiums have been paid since the end of the financial year for directors and officers insurance.

Proceedings on Behalf of The CompanyIn January 2014, an individual applied for leave of court to bring proceedings against one of the group’s companies with respect to a lease for leased premises that expired in April 2013. The individual was claiming substantial damages against the subsidiary company. In April 2015, the directors agreed to an out of court settlement of $5,000 to resolve the matter.

No other person has applied for leave of court to bring proceedings on behalf of the group or intervene in any proceedings to which the group is a party for the purpose of taking responsibility on behalf of the group for all or any part of those proceedings.

The group was not a party to any such proceedings during the year.

Auditor’s Independence DeclarationA copy of the auditor’s independence declaration as required under s 307C of the Corporations Act 2001 is set out on page 59.

This report is signed in accordance with a resolution of the Board of Directors:

Director Director

Lionel Bloom Sam Haynes

Dated this 20th day of October 2015


INDUSTRY OVERVIEWThe Cenvet Group wholesales and distributes products to the Australian veterinary market and retail pet product sector.

These markets combined (at a retail level), generate annual revenues of approximately $5.2Bn1,2 excluding pet product sales in the grocery / supermarket segment.

The Australian veterinary market and retail pet product sector are forecast to deliver annual growth, between 2015 and 2020, or 1.8% pa. Growth of 2.2% is expected in the veterinary market in 2015-2016 and growth of 2.5% in the retail pet sector is expected in 2015-2016.

Over the next five years, revenue growth in the veterinary market will be driven by higher household disposable incomes, greater pet insurance levels, greater demand for imaging and diagnostic services, pricing increases and increased vet numbers1, 2.

2.5

2.0

1.5

1.0

0.5

0.0

3.0

VETERINARY RETAIL PET PRODUCTS

$ B

ILLI

ON

2.6 2.6

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%

3.0%

VETERINARY RETAIL PET PRODUCTS

1.8%1.8%


Approximately 75% of revenue generated by the Australian veterinary market and the retail pet product sector relate to domestic companion animals or pets1,2. Australia is an attractive market for veterinary services with one of the highest incidences of pet ownership in the world. Over 60% of Australian households own a pet. Over the next 5 years, IBIS World expects pet ownership to increase.

The size of the pet population and therefore the demand for the Australian veterinary and retail pet product market, is mainly affected by household property sizes and types (owned vs rented), economic conditions and household disposable income levels. IBIS World expects disposable income and household numbers to increase in 2015-2016.

Several trends over the last decade have led to an increase in demand for veterinary and household pet services and products.

These include:

• increased awareness of animal health issues, resulting in an increased willingness to acquire higher value elective procedures including diagnostic and surgical procedures and increased demand for new pharmaceutical products and premium pet products;

• changing demographics and increased urbanisation leading to a shift towards medium and high density housing encouraging a move towards smaller breeds, particularly in relation to dogs. Smaller breeds of pets generally live longer and require a greater level of veterinary care as they mature; and

• changing attitudes towards pets (ie. treating the pet as part of the family), which results in increased demand for relatively new products and services such as pampering services and traditionally human services such as burials.

As illustrated in the table below, most spending on pets relate to veterinary services (~37%) and pet food (~31%)3.

Importance of domestic companion animals

5%PET CARE PRODUCTS

10%

17%

37%

31%

PET PURCHASESVETERINARY SERVICES

PET FOOD

PET CARE SERVICES


Market SizeThe wholesale Australian veterinary market sources products from pharmaceutical and animal health manufacturers and supplies these to veterinary practices and animal health hospitals. Cenvet Group management estimates that the wholesale Australian veterinary market generates revenues of approximately $600m per annum.

CompetitorsCenvet Group management believe the wholesale Australian veterinary market is highly concentrated with three distributors including Cenvet Australia, accounting for over 80% of the market in Australia. These dynamics make

it relatively difficult for new participants to enter into the market and/or achieve significant market share in the short term.

There has been strong acquisitive interest in the wholesale Australian veterinary market, with a number of major industry players having been acquired by international conglomerates in the last 4 years. This has resulted in Cenvet Australia being one of the largest companies still owned by Australian shareholders in the local veterinary market. Cenvet Group’s management believes that this 100% Australian owned status gives Cenvet Australia a competitive advantage to retain and attract customers and is also beneficial in retaining and recruiting employees.

Market Definition and Growth FactorsCenvet Group Holdings, through its wholly owned subsidiary, Cenvet Australia Pty Ltd (Cenvet Australia), generates the majority of its revenue from wholesaling and distributing products to the Australian veterinary market.

The Australian veterinary market is made up of veterinary practitioners and animal hospitals. At a retail level, the industry generates approximately $2.6bn per annum1.

The Australian veterinary market’s growth, in general, can be monitored via the number of registered veterinarians. As shown in the graph below, the number of registered veterinarians has grown at an average compound annual growth rate (CAGR) of 4.4% since 1991. Going forward (2013-2018), the number of registered veterinarians is anticipated to grow at 2.7% per annum1. The number of vets, veterinary nurses and other support staff is forecasted to increase from 16,120 in 2010-2011 to 18,360 in 2015-2016

Australian Veterinary Market

10,000

8,000

6,000

4,000

2,000

4.1% CAGR

0

14,000

12,000

1991 2001 2013 2018 2020

4.7% CAGR

2.7% CAGR

4.4% CAGR


Market Definition and Forecast GrowthIn addition to supplying the Australian veterinary market, Cenvet Group, through its wholly owned subsidiary, Dr Neil’s Pet & Equine Pty Ltd (Dr Neil’s), is a wholesaler and distributor to the retail pet product market. This is a significant strength and unique point of difference of the Cenvet Group, compared to its major competitors in the Australian veterinary market, as it allows the company to leverage its logistical capabilities, product range, expertise and sales force across two complementary and growing market segments.

The retail pet product market includes businesses that sell pets, pet products and provide pet services. Businesses in the industry include pet stores and other retailers that sell pet food (e.g: convenience stores and supermarkets), animal shelters, grooming and pet boarding operations

At a retail level, the overall retail pet product market generates approximately $4.1bn per annum2. Dr Neil’s target market is a sub-segment of the retail pet products sector - pet specialty retail businesses excluding the grocery supermarket segment. There are over 1,720 businesses operating in the retail pet products sector in Australia with the top four players in the industry accounting for just under 50% of revenue. The grocery segment accounts for 36.4% of this revenue and the other 2 top players, Pet Barn and PETstock account for 10.7%.Besides these major players, the industry is mostly characterised by small retailers, veterinary practices and a few smaller chains.

The industry has been in a growth phase over the last five years and is forecast to deliver slightly lower growth over the next five years as competitive conditions become more difficult for the industry. Projected growth of the sector between 2015 and 2020 is forecast at 1.8% per annum including the supermarket/ grocery segment 2. IBIS forecasts that growth will be slightly higher at 2.5% in 2015-2016 reflecting relatively strong growth in household discretionary incomes 2. Cenvet Group management believes that their target market of pet specialty retailers will enjoy a higher forecast growth rate over the next 5 years of approximately 3%. Additionally, the Cenvet Group’s profit margin from supplying the retail pet product sector is expected to grow as a result of greater industry consolidation, which reduces the cost of sales per customer

as well as improving general economic conditions. This will drive greater demand for more premium products and services.

Growth in the retail pet product sector has been driven, and continues to be driven, by the changing attitudes towards pets, resulting in new services being introduced to the market, including pet insurance, pet pampering, burial services and alternative medicine. Additionally, there has been an increased demand for higher margins and premium products including pet food and toys.

Market SizeThe wholesale and distribution market to the retail pet product sector sources products from various pet product manufacturers which are predominantly overseas, and supplies these to speciality pet retailers and supermarkets. Cenvet Group management estimates that the size of the Australian wholesale pet product market, excluding the grocery/supermarket segment, is approximately $500 million per annum.

Barriers to entryThe principal barrier to entry for new market participants relates to the ability to secure distribution agreements with manufacturers. The manufacturer base is highly concentrated and if a manufacturer decides to supply an unproven new market participant, it is likely such an arrangement would include significant supply and/or financial burdens.

It is also likely that the extent of market concentration in the wholesale product veterinary market would prove to be a natural barrier to entry, as it would be unlikely for a new market participant to achieve critical market share within a commercially viable time frame.

Participants in the wholesale Australian veterinary and pet product markets require a wholesale veterinarian drug licence to operate. In general terms, this is relatively easy to obtain and does not represent a barrier to entry for new competitors in the market.

RETAIL PET PRODUCT MARKET

14

BUSINESS OVERVIEWThe Cenvet Group is a well established Australian-owned and operated wholesaler and distributor of animal health and retail pet products. The business distributes a wide range of products including antibiotics, vaccines, surgical instruments, disposables, flea control and super-premium food for dogs and cats.

The Cenvet Group supplies over 1,000 veterinary practices, as well as over 1,600 pet stores and retail outlets nationally. The business warehouses and distributes over 19,000 individual product lines and adds on average 125 new product lines into their system each month for over 175 manufacturers and suppliers. The Cenvet Group operates nationally, out of warehouses and customer support centres located in Sydney, Melbourne, Brisbane, Perth and Launceston under a third party logistics arrangement.

With a strong focus on customer service and on-time deliveries, the Cenvet Group has a proven track record as one of Australia’s leading animal health and retail pet product supply companies.

Cenvet Group Holdings Annual Report 2015

15

Cenvet Pty Ltd commenced business in July 1960.

Began importing agency lines from overseas for the vet market.

Introduced the “Kiss” system. The first colour coded patient record keeping system for vets in Australia.

1960

1967

1976

1984

1985

1986

1988

1990

1992

1994

1998

2000

2003

2005

2010

2011

2013

2014

2015

Sales reached $3.8m.

Set-up a national warehouse distribution system with facilities in Sydney, Brisbane, Melbourne, Adelaide & Perth.

Launched “Vetkem”. The first ‘Vet Only’ Flea control product line.

Appointed the exclusive agent for Hills “Prescription Diets” in Australia.

Sales reached $18m.

Launched CET (Pet Dental Homecare Care) in Australia.

Launched “Advantage Club”- the first loyalty rewards program for Australian vets.

Introduced frequent flyer points & credit card payments.

Sales reached $39m.

Sales reached $64.5m.

Acquired Dr Neil’s Pet & Equine Pty Ltd.

Launched Galaxy Rewards Program.

Converted to a public company and created a co-operative equity model.

Launched “Greenies” dental dog treats in Australia.

Achieved sales of $95.5m.

Achieved Sales of $106m. Launched shareholder rewards program, - CenSational Rewards.

Increased shareholder base to 231 members.

THE CENVET STORY

Cenvet Group Holdings Annual Report 2015


CORPORATE & OPERATIONAL STRUCTURE

The Cenvet Group’s core trading business units are Cenvet Australia Pty Ltd (Cenvet Australia) and Dr Neil’s Pet & Equine Pty Ltd (Dr Neil’s). These two businesses account for over 90% of the Cenvet Group’s revenue combined.

The balance of Cenvet Group’s revenue is generated by Veterinary Companies of Australia Pty Ltd (VCA), Full Petential trading as Obay and Star I.P. VCA distributes exclusive agency and Cenvet branded products. Obay is an online vet endorsed retailer and Star I.P is the holding company for two businesses acquired in July 2015.

Cenvet AustraliaPty Ltd

ABN 70 097 206 187

Dr Neils Pet &Equine Pty Ltd

ABN 43 100 909 742

Veterinary Companiesof Australia Pty LtdABN 39 054 801 231

Full Petential Pty Ltd(Trading as Obay)ABN 39 125 436 535

Vetstar Pty LtdABN 36 113 929 294

Trading Business Units

Cenvet Group Holdings LimitedABN 55 092 375 221

Star IPABN 19 163 164 636

Supporting Business Unit Subsidory Holding Company


BUSINESS SIZE DESCRIPTION

Cenvet Australia

SalesFY15: $72.41mFY14: $67.47m FY13: $64.31mFY12: $64.15m

• National wholesaler and distributor of animal health and pet products to the Australian veterinary market.

• Oldest and largest trading entity within the Cenvet Group, representing approximately 70% of Cenvet Group’s total revenue.

• practice’ inventory management systems and customer loyalty programs.

Dr Neil’s

Sales

FY14: $23.95mFY15: $29.39m

FY13: $20.87m FY12: $21.97m

• National wholesaler and distributor of animal health and pet products to pet stores and related retail outlets.

• Represents over 22% of Cenvet’s FY14 total revenue.

VCA

Sales

FY14: $4.1m

FY15: $4.02m

FY13: $3.66m FY12: $4.30m

• Importer of exclusive agency and ‘private label’ lines for animal health and pet products. • These items are sourced from trade shows and are important for developing new markets

products.

Full Petential trading as Obay, Dr Pet, and Pet

Pharm

Sales

FY14: $301K

FY15: $225K

FY13: $285K FY12: $163K

• Obay is an ecommerce business promoting online sales of animal health and pet products in partnership with veterinary practices. Veterinarians receive a commission when their customers order and reference their unique code. Customers are also eligible for discounts on particular products when the unique code is referenced.

• important and growing sales channel for the Cenvet Group.

Star IP •

Subsidiary holding company for two businesses acquired in July 2015.

VetstarN/A – Support Business Unit

• Undertakes all warehouse and distribution activities for the Cenvet Group.• Provides centrally managed support services including:

• Finance.• Administration.• Human Resource management; and• Information Technology support.

An overview of Cenvet Group’s trading and support business units are outlined in the table below:


REVENUE TRENDS

5.6%

$80.00

$85.00

$90.00

$95.00

$100.00

$105.00

$110.00

FY13 FYI14 FYI15

11%

$90.40m

$95.50m

$106m

Revenue ($m)

8.3%

$1.25

$1.5

$1.75

$2

$2.25

FY13 FYI14 FYI15

$1.56m

$1.69m

$2.11m

25%

NPT & Depreciation ($m)

Net profit beforetax & non cash depreciation


increase in NET PROFIT BEFORE TAX & DEPRECIATION in 2015

25%


SUPPORT CENTRE & WAREHOUSE LOCATIONSThe Cenvet Group has support centres and warehouses situated in five locations around Australia. The locations of these centres have been strategically selected to ensure customer delivery times and freight costs are minimised.

Launceston, Tasmania operates under a third party logistics arrangement (3PL), supplying local customers with Super Premium pet foods and bulky items.

QUEENSLAND

NEW SOUTH WALES

VICTORIA

WESTERN AUSTRALIA

TASMANIA (3PL)


19,000Cenvet group manages over 19,000 product lines from 175 different suppliers

Logistics and Information TechnologyA core value proposition of the Cenvet Group, both from a customer service and profitability perspective, is its logistical capabilities. The Cenvet Group has developed a proprietary computerised warehousing and distribution system, which:

• caters for over 165,000 product movements per month

• enables real-time comprehensive and exception reporting and information on stock availability, expiry dates and backorder due dates.

• allows for multi-site warehouse distribution facilitating the holding of fast moving items in satellite warehouses around the country and allowing for the management of slower moving stock centrally from the Sydney head office distribution centre. Both these measures result in improved profitability through the holding of reduced stock levels; and

• incorporates ‘split order’ technology which allows customers to order any Cenvet Group or Dr Neil’s product without any additional administrative cost or delivery times.

The Cenvet Group’s logistical capabilities enables the group to maintain ‘best practice’ inventory management, leading to lower warehouse leasing costs, efficient order timeframes and increased fulfilment accuracy rates for the benefit of the Cenvet Group’s customers.

Suppliers and ProductsThe Cenvet Group distributes over 19,000 product lines from 175 different manufacturers and suppliers. The Cenvet Group’s wide range of products, include antibiotics and vaccines, surgical instruments, disposables, flea control and super-premium food for dogs and cats.

The Cenvet Group contracts with suppliers are typically renewed on an annual basis. The Cenvet Group sources its products from a concentrated number of manufacturers with 20 suppliers accounting for 85% of the Cenvet Group’s purchases.

In recent years, the Cenvet Group, through its VCA business, has also developed an extensive range of ‘private label’ consumable and disposable items, such as IV sets, extension sets, swabs, and examination gloves. For the retail pet products market, the Cenvet Group has also developed a comprehensive range of treats, shampoos and odour control products. These items have been sourced predominantly from overseas manufacturers. These ‘private label’ product lines:

• provide the business with more control over the supply of selected high volume items.

• can be sourced more cost effectively resulting in higher margins.

• if required, these items may also be used by the business as ‘loss leader’ products’ (as they are low cost) to source new customers and obtain greater market share.

In addition to the Cenvet Group’s strategy to develop an extensive range of ‘private label’ products, VCA’s focus has been, and will continue to be, on securing exclusive agency arrangements, (which normally enjoy higher margins) to create a point of difference in the market.

Cenvet AustraliaFTE=29

Dr NeilsFTE=11

LogisticsFTE=39

FinanaceFTE=8.5

HRFTE=1.5

Group CEO / Managing Director

ITFTE=5


CENVET TEAMCenvet Group Holdings has appointed four (4) directors who are responsible for the overall governance of the group including setting its strategic priorities and direction, monitoring its business affairs and its financial objectives and results.

The Cenvet Group’s Board is supported by an experienced management team and well-established staff structure of approximately 100 full-time equivalent (FTE) employees. An overview of Cenvet’s operational team structure and the applicable head count for each function is outlined in the table below. Each functional team is headed up by an executive manager who is a long standing employee of the Group.


The Cenvet Group’s Board has endorsed the strategic vision and core initiatives supporting the forecast financial performance of the group. This vision and initiatives are aimed at increasing revenue, improving profitability and maximising shareholder value. A summary of the Cenvet Group’s vision and supporting initiatives is outlined in the table below:

Vision & Future Initiatives

VISION / INITIATIVE RATIONALE & BENEFITS TO CENVET SHAREHOLDERS

Creation of a co-operative model where the company’s future growth and success is shared with customer and employee shareholders.

By creating a co-operative style model, Cenvet’s customers and key employees have the opportunity to share

expected to retain and increase sales from existing customers and attract new customers and therefore grow

Further expansion of

leveraging its core strengths across multiple markets, capitalising on potential growth opportunities and mitigating the risk of a potential downturn (slower growth) in a single market.

is forecast for the sector and the wholesale and distribution market to that industry is relatively fragmented (compared to the veterinary services industry) presenting Cenvet with opportunities to gain market share in the sector.

Cenvet’s superior logistical capabilities will be increasingly important as the retail pet product sector consolidates.

secure contracts in the sector. and

Share Price The last recorded sale of shares was on the 9/10/2015 at a purchase price of 63c per share.


Cenvet Group Holdings Limited and Controlled Entities

Page 8 of 47

STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 30 JUNE 2015 Note Consolidated Group 2015 2014 $ $ Revenue 3 106,121,811 96,403,886

Discounts allowed (3,268,756) (2,914,866)

Consumables used (87,372,033) (76,334,557)

Changes in inventories 3,832,923 755,188

Gross profit 19,313,945 17,909,651

Employee benefits expense (7,086,039) (6,835,254)

Depreciation and amortization expenses (1,105,829) (1,201,819)

Finance costs (450,733) (504,745)

Promotional expenses (1,316,760) (1,005,066)

Advertising expenses (448,220) (322,693)

Accounting and audit fees (97,748) (101,727)

Commissions (30,123) (53,992)

Freight and cartage (2,716,573) (2,583,059)

Other administrative expenses (5,049,310) (4,810,026)

Profit before income tax 5 1,012,610 491,270

Tax expense 4 (455,651) (202,993)

Profit for the year 556,959 288,277

Profit attributable to:

Members of the parent entity 556,959 288,277

556,959 288,277

Other comprehensive income

Other - -

Other comprehensive income for the year, net of tax - -

Total comprehensive income for the year 556,959 288,277

Total comprehensive income attributable to:

Members of the parent entity 556,959 288,277

The accompanying notes form part of these financial statements

FINANCIAL REPORT



Page 9 of 47

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

Note Consolidated Group

2015 2014

$ $

ASSETS

CURRENT ASSETS

Cash and cash equivalents 8 252,854 294,270

Trade and other receivables 9 12,349,486 11,263,993

Inventories 10 14,146,487 10,313,564

Other assets 11 126,298 113,350

TOTAL CURRENT ASSETS 26,875,125 21,985,177

NON-CURRENT ASSETS

Property, plant and equipment 13 2,118,050 2,407,710

Intangible assets 14 5,178,225 5,874,129

Deferred tax assets 19 828,392 614,632

Other non-current assets 11 312,953 61,811

TOTAL NON-CURRENT ASSETS 8,437,620 8,958,282

TOTAL ASSETS 35,312,745 30,943,459

LIABILITIES

CURRENT LIABILITIES

Trade and other payables 15 13,609,309 12,295,055

Borrowings 16 10,955,959 8,728,793

Current tax payable 19 524,975 121,288

Provisions 18 645,870 472,300

TOTAL CURRENT LIABILITIES 25,736,113 21,617,435

NON-CURRENT LIABILITIES

Trade and other payables 15 - 19,249

Borrowings 16 115,756 164,666

Provisions 18 235,743 271,555

TOTAL NON-CURRENT LIABILITIES 351,499 455,470

TOTAL LIABILITIES 26,087,612 22,072,905

NET ASSETS 9,225,133 8,870,554



Page 10 of 47

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015


2015 2014

$ $

EQUITY

Issued capital 20 5,460,720 4,403,678

Retained earnings 3,764,413 4,466,876

TOTAL EQUITY 9,225,133 8,870,554




Page 11 of 47

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

Note

Ordinary

shares Retained earnings Total

$ $ $

Balance at 1 July 2013 4 5,357,176 5,357,180

Comprehensive income:

Opening adjustment - 409 409

Profit for the year - 288,277 288,277

Dividends paid 7 - (1,178,986) (1,178,986)

Shares issued during the year 20 4,403,674 - 4,403,674

Balance at 30 June 2014 4,403,678 4,466,876 8,870,554

Balance at 1 July 2014 4,403,674 4,466,876 8,870,180

Comprehensive income:

Opening adjustment - - -

Profit for the year - 556,959 556,959

Dividends paid 7 - (1,259,422) (1,259,422)

Shares issued during the year 20 1,057,046 - 1,057,046

Balance at 30 June 2015 5,460,720 3,764,413 9,225,133




Page 12 of 47

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015 Note Consolidated Group

2015 2014

$ $

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers 115,413,538 105,191,457

Payments to suppliers and employees (116,459,836) (104,523,518)

Interest received 11,924 12,768

Income tax (paid) refunded (450,733) 78,647

Interest paid (265,724) (504,745)

Net cash provided by (used in) operating activities 23 (1,750,831) 254,609

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of plant and equipment 43,000 15,909

Purchase of property, plant and equipment (33,248) (26,634)

Purchase of investments (250,000) -

Net cash provided by (used in) investing activities (240,248) (10,725)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (Reduction) in receivables finance facility 2,375,805 (297,341)

Loan repayment to related party (49,902) (2,706,246)

Lease payments (376,240) (368,851)

Proceeds from issuing shares - 3,224,689

Net cash provided by (used in) financing activities 1,949,663 (147,749)

Net increase (decrease) in cash and cash equivalents (41,416) 96,135

Cash and cash equivalents at beginning of year 294,270 198,135

Cash and cash equivalents at end of year 8 252,854 294,270




Page 13 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial report includes the consolidated financial statements and notes of Cenvet Group Holdings Limited and Controlled Entities (the “consolidated group” or “group”).

Basis of Preparation

The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards – Reduced Disclosure Requirements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The company is a for-profit entity for financial reporting purposes under Australian Accounting Standards.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Material accounting policies adopted in the preparation of the financial statements are presented below and have been consistently applied unless stated otherwise.

The financial statements, except for the cash flow information, have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The amounts presented in the financial statements have been rounded to the nearest dollar.

The financial statements were authorised for issue on 20 October 2015 by the directors of the company.

Accounting Policies

a. Principles of Consolidation

The consolidated financial statements incorporate all of the assets, liabilities and results of the parent entity (“the parent”), Cenvet Group Holdings Limited, and its subsidiaries. Subsidiaries are entities the parent controls. The parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Details of the subsidiaries are provided in Note 12.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Intercompany transactions, balances and unrealised gains or losses on transactions between group entities are fully eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.

Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as “non-controlling interests”. The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries either at fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets when the holders are entitled to a proportionate share of the subsidiary’s net assets on liquidation. All other components of non-controlling interests are initially measured at their acquisition-date fair value. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests (when applicable) are shown separately within the equity section of the statement of financial position and statement of comprehensive income.



Page 14 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES b. Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses.

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained whereby the fair values of the identifiable assets acquired and liabilities (including contingent liabilities) assumed are recognised (subject to certain limited exceptions).

When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to the business combination are recognised as expenses in profit or loss.

The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

Goodwill

Goodwill is carried at cost less any accumulated impairment losses.

The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds a less than 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non-controlling interest in the acquiree either at fair value (“full goodwill method”) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (“proportionate interest method”). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective notes to these financial statements disclosing the business combination.

Under the full goodwill method, the fair values of the non-controlling interest are determined using valuation techniques which make the maximum use of market information where available. Under this method, goodwill attributable to the non-controlling interests is recognised in the consolidated financial statements.

Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates.

Goodwill is tested for impairment annually and is allocated to the Group’s cash-generating units or groups of cash-generating units, which represent the lowest level at which goodwill is monitored but where such level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.

Changes in the ownership interests in a subsidiary that do not result in loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.



Page 15 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES c. Income Tax

The income tax expense/(income) for the year comprises current income tax expense/(income) and deferred tax expense/(income).

Current income tax expense charged to profit or loss is the tax payable on taxable income. Current tax liabilities/(assets) are therefore measured at the amounts expected to be paid to/(recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

Current and deferred income tax expense/(income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the Group in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

Tax consolidation

Cenvet Group Holdings Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. Each entity in the Group recognises its own current and deferred tax assets and liabilities. Such taxes are measured using the “stand-alone taxpayer” approach to allocation. Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity. The Group notified the Australian Taxation Office that it had formed an income tax consolidated group to apply from 1 July 2003. The tax consolidated group has entered into a tax-funding arrangement whereby each company in the Group contributes to the income tax payable by the Group in proportion to their contribution to the Group’s taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised pursuant to the funding arrangement are recognised as either a contribution by, or distribution to, the head entity.



Page 16 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES d. Inventories

Inventories are measured at the lower of cost and net realisable value.

e. Property, Plant and Equipment

Plant and equipment are measured on the cost basis and are therefore carried at cost less accumulated depreciation and any accumulated impairment losses. In the event the carrying amount of plant and equipment is greater than its estimated recoverable amount, the carrying amount is written down immediately to its estimated recoverable amount and impairment losses are recognised either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(g) for details of impairment).

The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset’s useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. Depreciation is recognised in profit or loss.

The depreciation rates used for each class of depreciable assets are:

Class of Fixed Asset Depreciation Rate

Leasehold improvements 10-50%

Plant and equipment 15%

Motor Vehicles 25%

Office Equipment 30%

Furniture & Fittings 15%

Leased Assets 10-25%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or losses are included in profit or loss in the period in which they arise. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings.



Page 17 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES f. Leases

Leases of fixed assets, where substantially all the risks and benefits incidental to the ownership of the asset (but not the legal ownership) are transferred to entities in the Group, are classified as finance leases.

Finance leases are capitalised by recognising an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised as expenses on a straight-line basis over the lease term.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

g. Financial Instruments

Initial recognition and measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either purchase or sell the asset (ie trade date accounting is adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss” in which case transaction costs are recognised immediately as expenses in profit or loss.

Classification and subsequent measurement

Financial instruments are subsequently measured at fair value (refer to Note 1(r)), amortised cost using the effective interest method, or cost. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted.

Amortised cost is calculated as the amount at which the financial asset or financial liability is measured at initial recognition less principal repayments and any reduction for impairment, and adjusted for any cumulative amortisation of the difference between that initial amount and the maturity amount calculated using the effective interest method.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying amount with a consequential recognition of an income or expense item in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of Accounting Standards specifically applicable to financial instruments. Accordingly, such interests are accounted for on a cost basis in the parent’s separate financial statements.



Page 18 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (i) Financial assets at fair value through profit or loss

Financial assets are classified at “fair value through profit or loss” when they are held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying amount being included in profit or loss.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Group’s intention to hold these investments to maturity. They are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

(iv) Available-for-sale investments

Available-for-sale investments are non-derivative financial assets that are either not capable of being classified into other categories of financial assets due to their nature or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Available-for-sale financial assets are classified as non-current assets when they are not expected to be sold within 12 months after the end of the reporting period. All other available-for-sale financial assets are classified as current assets.

(v) Financial liabilities

Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

Impairment

At the end of each reporting period, the Group assesses whether there is objective evidence that a financial asset has been impaired. A financial asset (or a group of financial assets) is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events (a “loss event”) having occurred, which has an impact on the estimated future cash flows of the financial asset(s).

In the case of available-for-sale financial assets, a significant or prolonged decline in the market value of the instrument is considered to constitute a loss event. Impairment losses are recognised in profit or loss immediately. Also, any cumulative decline in fair value previously recognised in other comprehensive income is reclassified into profit or loss at this point.

In the case of financial assets carried at amortised cost, loss events may include: indications that the debtors or a group of debtors are experiencing significant financial difficulty, default or delinquency in interest or principal payments; indications that they will enter bankruptcy or other financial reorganisation; and changes in arrears or economic conditions that correlate with defaults.



Page 19 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES When the terms of financial assets that would otherwise have been past due or impaired have been

renegotiated, the Group recognises the impairment for such financial assets by taking into account the original terms as if the terms have not been renegotiated so that the loss events that have occurred are duly considered.

Derecognition

Financial assets are derecognised when the contractual rights to receipt of cash flows expire or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised when the related obligations are discharged or cancelled, or have expired. The difference between the carrying amount of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

h. Impairment of Assets

At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include considering external sources of information and internal sources of information, including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (eg in accordance with the revaluation model in AASB 116). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard.

Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

i. Intangibles Other than Goodwill

Patents and Trademarks

Patents and trademarks are recognised at cost of acquisition. Patents and trademarks have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Patents and trademarks are amortised over their useful life, with trademarks having a useful life of 10 years and other intangibles having a useful life of 5 years.

j. Employee Benefits

Short-term employee benefits

Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.

The Group’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as a part of current trade and other payables in the statement of financial position.

Other long-term employee benefits

The Group classifies employees’ long service leave and annual leave entitlements as other long-term employee benefits, as they are not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Provision is made for the Group’s obligation for other long-term employee benefits, which is measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates



Page 20 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Upon the remeasurement of obligations for other long-term employee benefits, the net change in the obligation is recognised in profit or loss as a part of employee benefit expense.

The Group’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting date, in which case the obligations are presented as current provisions.

Retirement benefit obligations

Defined contribution superannuation benefits

All employees of the Group receive defined contribution superannuation entitlements, for which the Group pays the fixed superannuation guarantee contribution (currently 9.25% of the employee’s average ordinary salary) to the employee’s superannuation fund of choice. All contributions in respect of employees’ defined contribution entitlements are recognised as an expense when they become payable. The Group’s obligation with respect to employees’ defined contribution entitlements is limited to its obligation for any unpaid superannuation guarantee contributions at the end of the reporting period. All obligations for unpaid superannuation guarantee contributions are measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are presented as a part of current trade and other payables in the Group’s statement of financial position.

k. Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

l. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at-call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities in the statement of financial position.

m. Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the transfer of significant risks and rewards of ownership of the goods and the cessation of all involvement in those goods.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Dividend revenue is recognised when the right to receive a dividend has been established.

All revenue is stated net of the amount of goods and services tax.



Page 21 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES n. Trade and Other Payables

Trade and other payables represent the liabilities for goods and services received by the Group during the reporting period that remain unpaid at the end of the reporting period, and are recognised as a current liability.

o. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

p. Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

q. Critical Accounting Estimates and Judgments

The directors evaluate estimates and judgments incorporated in the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.

Key estimates

(i) Impairment - general

The Group assesses impairment at the end of each reporting period by evaluation of conditions and events specific to the Group that may be indicative of impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.

Key judgements

(i) Employee benefits

For the purpose of measurement, AASB 119: Employee Benefits (September 2011) defines obligations for short-term employee benefits as obligations expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related services. As the Group expects that most employees will not use all of their annual leave entitlements in the same year in which they are earned or during the 12-month period that follows (despite an informal group policy that requires annual leave to be used within 12 months), the directors believe that obligations for annual leave entitlements satisfy the definition of other long-term employee benefits and, as a result, are required to be measured at the present value of the expected future payments to be made to employees.



Page 22 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES r. Fair Value of Assets and Liabilities

The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard.

“Fair value” is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing market participants at the measurement date.

As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data.

To the extent possible, market information is extracted from the principal market for the asset or liability (ie the market with the greatest volume and level of activity for the asset or liability). In the absence of such a market, market information is extracted from the most advantageous market available to the entity at the end of the reporting period (ie the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs).

For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use.

The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements.

s. New Accounting Standards for Application in Future Periods

The AASB has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The Group has decided not to early adopt any of the new and amended pronouncements. The Group’s assessment of the new and amended pronouncements that are relevant to the Group but applicable in future reporting periods is set out below:

– AASB 9: Financial Instruments (December 2010) and associated Amending Standards (applicable for annual reporting periods commencing on or after 1 January 2018).

These Standards will be applicable retrospectively and include revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

The key changes that may affect the Group on initial application of AASB 9 and associated Amending Standards include certain simplifications to the classification of financial assets, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income.

Although, the directors anticipate that the adoption of AASB 9 may have an impact on the Group’s financial instruments, it is impracticable at this stage to provide a reasonable estimate of such impact.

– AASB 15: Revenue from contracts with customers (applicable for annual reporting periods commencing on or after 1 January 2017). AASB 2014-5 Amendments to Australian Accounting Standards arising from AASB 15.

AASB 15 introduces a five step process for revenue recognition with the core principle of the new Standard being for entities to recognise revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration (that is, payment) to which the entity expects to be



Page 23 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

entitled in exchange for those goods or services. Accounting policy changes will arise in timing of revenue recognition, treatment of contract costs and contracts which contain a financing element. AASB 15 will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.

The changes in revenue recognition requirements in AASB 15 may cause changes to the timing and amount of revenue recorded in the financial statements as well as additional disclosures. AASB 15 is not expected to significantly impact the Group’s financial statements.



Page 24 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

NOTE 2: PARENT INFORMATION The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards.

2015 2014 $ $

Statement of Financial Position

ASSETS

Current assets 2,230,135 1,627,847

Non-current assets 5,786,795 6,274,331

TOTAL ASSETS 8,016,930 7,902,178

LIABILITIES

Current liabilities 863,004 341,512

Non-current liabilities 91,563 140,472

TOTAL LIABILITIES 954,567 481,984

EQUITY

Issued capital 5,460,720 4,403,678

Retained earnings 1,601,643 3,016,516

TOTAL EQUITY 7,062,363 7,420,194

Statement of Profit or Loss and Other Comprehensive Income

Total profit before tax 78,288 81,268

Income tax expense (233,739) (769,159)

Total comprehensive income (loss) (155,451) (687,891)

Guarantees Cenvet Group Holdings Ltd has not entered into any guarantees, in the current or previous financial years, in relation to the debts of its subsidiaries.

Contingent liabilities

At 30 June 2015, Cenvet Group Holdings Ltd had no contingent liabilities to disclose (2014 Nil).

Contractual commitments

At 30 June 2015, Cenvet Group Holdings Ltd had not entered into any contractual commitments (2014 Nil).



Page 25 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 3: REVENUE AND OTHER INCOME Consolidated Group 2015 2014 $ $

Revenue

Sales revenue:

– Sale of goods 104,620,723 95,327,489

– Rebates and recoveries 1,349,477 961,008

– Settlement discount received 139,686 102,621

Total sales revenue 106,109,886 96,391,118

Other revenue:

– Interest received 11,924 12,768

– Other income - -

Total other revenue 11,924 12,768

Total Revenue 106,121,810 96,403,886

NOTE 4: INCOME TAX EXPENSE Consolidated Group 2015 2014 $ $ a. The components of tax expense/(income) comprise:

Current tax expense (income) 669,411 266,202

Deferred tax expense (income) (213,760) (9,463)

Under (over) provision in respect of prior years - (53,746)

455,651 202,993

b. The prima facie tax on profit (loss) before income tax is reconciled to income tax as follows:

Prima facie tax on profit before income tax at 30% (2014: 30%):

– consolidated group 303,783 147,381

Add tax effect of:

– other non-allowable items 151,868 109,358

– Under (over) provision in respect of prior years - (53,746)

Tax expense 455,651 202,993



Page 26 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 5: PROFIT/(LOSS) BEFORE INCOME TAX Consolidated Group

2015 2014

$ $

Profit before income tax from continuing operations includes the following specific expenses:

(a) Expenses

Finance costs 450,733 504,745

Bad and doubtful debts 112,555 5,926

Rental expense 1,007,577 1,090,452

Utility costs 149,098 165,905

Superannuation 651,015 591,165

(b) Significant revenue and expenses

The following significant revenue and expense items are relevant in explaining the financial performance:

Insurance 266,864 309,842

Legal fees 147,986 120,033

Motor vehicle expenses 337,295 382,031

Packaging costs 372,833 277,286

Payroll tax 346,306 328,962

NOTE 6: KEY MANAGEMENT PERSONNEL COMPENSATION

2015 2014

$ $

Key management personnel compensation 253,907 279,328

The totals represent the remuneration paid to key management personnel (KMP) of the Group during the year, being paid by a subsidiary entity.

Other KMP transactions

For details of other transactions with KMP, refer to Note 21: Related Party Transactions.



Page 27 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 7: DIVIDENDS Consolidated Group

2015 2014

$ $

Distributions paid:

Declared fully franked ordinary dividend of 1.8 cents per share (2014: 1.8 cents) franked at the tax rate of 30% (2014: 30%) 1,259,422 1,178,986

Balance of franking account at year-end adjusted for franking credits arising from:

– payment of provision for income tax

– dividends recognised as receivables, franking debits arising from payment of proposed dividends and franking credits that may be prevented from distribution in subsequent financial years 3,725,548 3,250,520

Total dividends (cents) per share for the period 1.8 1.8

NOTE 8: CASH AND CASH EQUIVALENTS

Consolidated Group

Note 2015 2014

$ $

Cash on hand 2,500 2,500

Cash at bank 250,354 291,770

17 252,854 294,270

Reconciliation of cash

Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows are reconciled to items in the statement of financial position as follows:

Cash and cash equivalents 252,854 294,270

Bank overdraft - -

17 252,854 294,270

There are no restrictions with respect to access to the cash and cash equivalent balances shown.



Page 28 of 47


NOTE 9: TRADE AND OTHER RECEIVABLES Note Consolidated Group

2015 2014 $ $

CURRENT

Trade receivables 11,821,795 10,801,041

Provision for impairment 9a (123,019) (50,382)

11,698,776 10,750,659

Goods and services tax 14,228 951

Other receivables 636,482 355,801

Other related parties 21 - 156,582

Total current trade and other receivables 12,349,486 11,263,993

a. Provision for impairment of receivablesMovement in the provision for impairment of receivables is as follows:

Opening Balance

Charge for the Year

Amounts Written Off

Closing Balance

$ $ $ $

1 July 2013 30 June 2014

Current trade receivables 112,875 (23,746) (38,746) 50,382

1 July 2014 30 June 2015

Current trade receivables 50,382 112,554 (39,917) 123,019

Note Consolidated Group 2015 2014

$ $ b. Financial assets classified as loans and

receivablesTrade and other receivables:

– total current 11,713,003 10,908,192

– total non-current - -

Financial assets 17 11,713,003 10,908,192



Page 29 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 10: INVENTORIES Consolidated Group

2015 2014

$ $

CURRENT

At cost:

– Stock on hand 14,387,864 10,441,066

– Less provision for obsolescence (241,377) (127,502)

14,146,487 10,313,564

NOTE 11: OTHER ASSETS

Consolidated Group

2015 2014

$ $

CURRENT

Prepayments 126,298 113,350

126,298 113,350

NON-CURRENT

Deposits 312,953 61,811



Page 30 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 12: CONTROLLED ENTITIES Information about Principal Subsidiaries

The subsidiaries listed below have share capital consisting solely of ordinary shares which are held directly by the parent entity. The assets, liabilities, income and expenses of the subsidiaries have been consolidated on a line-by-line basis in the consolidated financial statements of the Group. The proportion of ownership interests held equals the voting rights held by the Group.

Name of subsidiary

Proportion of Ownership Interest Held by the Group*

2015 2014

Cenvet Australia Pty Ltd 100% 100%

Dr Neil’s Pet & Equine Pty Ltd 100% 100%

Veterinary Companies of Australia Pty Ltd 100% 100%

Full Petential Pty Ltd 100% 100%

Vetstar Logistics Pty Ltd 100% 100%

Vetstar Pty Ltd 100% 100%

Vet Extra Pty Ltd 100% 100%

Go Fetch International Pty Ltd 100% 100%

Star IP Pty Ltd 100% 100%

Doctor Pet Pty Ltd 100% 100%

*Percentage of voting power in proportion to ownership

Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group’s financial statements.



Page 31 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 13: PROPERTY, PLANT AND EQUIPMENT Note Consolidated Group

2015 2014

$ $

Leasehold improvements:

Leasehold improvements at cost 1,309,945 1,305,555

Less accumulated depreciation (528,590) (421,389)

13a 781,355 884,166

Plant and equipment:

Plant and equipment at cost 974,662 755,185


13a 413,595 451,396

Motor vehicles:

Motor vehicles at cost 37,526 53,809


13a 22,042 30,441

Office equipment:

Office equipment at cost 882,729 834,387


13a 152,451 165,161

Furniture, fixtures and fittings:

Furniture, fixtures and fittings at cost 245,945 424,796


13a 91,756 167,846

Fixed assets under lease:

Fixed assets under lease at cost 1,003,691 1,050,070


13a 656,851 708,700

Total property, plant and equipment 2,118,050 2,407,710



Page 32 of 47


NOTE 13: PROPERTY, PLANT AND EQUIPMENT (CONTINUED) a. Movements in Carrying Amounts

Movement in the carrying amounts for each class of property, plant and equipment:

Leasehold improvements

Plant & Equipment

Motor vehicles

Office equipment

Furniture, fixtures &

fittings

Fixed assets

under lease Total

$ $ $ $ $ $ $

Balance at 1 July 2014 884,166 451,396 30,441 165,161 167,846 708,700 2,407,710

Additions 4,390 33,247 61,856 48,342 617 72,000 220,452

Disposals - - (56,667) - (51,564) 8,043 (100,188)

Depreciation expense (107,201) (71,048) (13,588) (61,052) (25,143) (131,892) (409,924)

Balance at 30 June 2015 781,355 413,595 22,042 152,451 91,756 656,851 2,118,050

Balance at 1 July 2013 1,003,107 436,756 82,140 238,480 195,735 614,358 2,570,576

Additions 12,131 104,942 - 15,982 2,617 314,451 450,123

Disposals - (18,813) (38,306) (13,319) (801) (80,811) (152,050)

Depreciation expense (131,072) (71,489) (13,393) (75,982) (29,705) (139,298) 460,939

Balance at 30 June 2014 884,166 451,396 30,441 165,161 167,846 708,700 2,407,710

NOTE 14: INTANGIBLE ASSETS Note Consolidated Group

2015 2014

$ $

Goodwill 56,029 56,029

Accumulated impairment - -

Net carrying amount 14a 56,029 56,029

Patents & Trademarks 8,820,743 8,820,743

Less accumulated amortisation (3,698,547) (3,002,643)

Net carrying amount 14a 5,122,196 5,818,100

Total intangibles 5,178,225 5,874,129



Page 33 of 47


NOTE 14: INTANGIBLE ASSETS (CONTINUED) a. Movements in Carrying Amounts

Note 2015 2014

$ $

Goodwill:

Balance at beginning of year 56,029 56,029

Additions - -

Balance at end of year 56,029 56,029

Patents & Trademarks:

Balance at beginning of year 5,818,100 6,558,980

Additions - -

Amortisation charge (695,904) (740,880)

Impairment losses - -

Balance at end of year 5,122,196 5,818,100

NOTE 15: TRADE AND OTHER PAYABLES Note Consolidated Group 2015 2014 $ $ CURRENT

Unsecured liabilities:

Trade payables 12,087,294 11,050,350

Loyalty programs 1,033,188 722,106

Operating lease payable (straight lining) 5,673 23,857

Payable to related party 211,299 -

Sundry payables and accrued expenses 271,855 498,742

15a 13,609,309 12,295,055

NON-CURRENT

Operating lease payable (straight lining) 15a - 19,249

a. Financial liabilities at amortised cost classified as trade and other payables

Trade and other payables:

– total current 13,603,636 12,271,198

– total non-current - 19,249

13,603,636 12,290,447

Less other payables (5,673) (43,106)

Financial liabilities as trade and other payables 17 13,597,963 12,247,341



Page 34 of 47


b. Lines of credit

During the reporting period the company utilised lines of credit made available by employees. The linesprovide up to 55 days credit from transaction date. The amount transacted during the reporting period was$13,315,036 (2014 $10,534,460). At balance date the amount owing disclosed within current liabilities was$993,989 (2014 $981,142).

NOTE 16: BORROWINGS Note Consolidated Group

2015 2014 $ $

CURRENT

Lease liability secured 16c 220,394 319,131

Loan from related party, unsecured, interest bearing 16d 29,845 79,747

Trade receivables financing facility 16b 10,705,720 8,329,915

Total current borrowings 10,955,959 8,728,793

NON-CURRENT

Lease liability secured 16c 115,756 164,666

Loan from related party, unsecured, interest bearing 16d - -

Total non-current borrowings 115,756 164,666

Total borrowings 11,071,715 8,893,459

a. Total current and non-current securedliabilities:

Trade receivables financing facility 17 10,705,720 8,329,915

Lease liability secured 336,150 483,797

11,041,870 8,813,712

b. Guarantees and indemnities exist by and between all controlled entities in favour of the finance providerfor obligations under the receivables financing agreement.

c. Lease liabilities are secured by the underlying leased assets.

d. The unsecured loans were advanced by a director of Cenvet Group Holdings Limited on commercialterms. Refer to note 21 for further disclosure.



Page 35 of 47


NOTE 17: FINANCIAL RISK MANAGEMENT The Group financial instruments consist mainly of accounts receivable and payable.

The carrying amounts for each category of financial instruments, measured in accordance with AASB 139 as detailed in the accounting policies to these financial statements, are as follows:


2015 2014

$ $

Financial assets

Cash and cash equivalents 8 252,854 294,270

Loans and receivables 9 11,713,003 10,908,192

11,965,857 11,202,462

Financial liabilities

Financial liabilities at amortised cost:

Trade and other payables 15 13,597,963 12,247,341

Trade receivables financing facility 16 10,705,720 8,329,915

24,303,683 20,577,256

NOTE 18: PROVISIONS Consolidated Group

2015 2014

$ $

CURRENT

Employee benefits 645,870 472,300

645,870 472,300

NON-CURRENT

Employee benefits 235,743 271,555

235,743 271,555



Page 36 of 47


NOTE 18: PROVISIONS (CONTINUED) Employee Benefits

$

Analysis of provisions:

Opening balance at 1 July 2014 743,855

Additional provisions raised during the year 527,610

Amounts used (389,852)

Unused amounts reversed during the year -

Balance at 30 June 2015 881,613

Provision for employee benefits

Provision for employee benefits represents amounts accrued for annual leave and long service leave.

The current portion for this provision includes the total amount accrued for annual leave entitlements and the amounts accrued for long service leave entitlements that have vested due to employees having completed the required period of service. Based on past experience, the Group does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be settled wholly within the next 12 months. However, these amounts must be classified as current liabilities since the Group does not have an unconditional right to defer the settlement of these amounts in the event employees wish to use their leave entitlement.

The non-current portion for this provision includes amounts accrued for long service leave entitlements that have not yet vested in relation to those employees who have not yet completed the required period of service.



Page 37 of 47


NOTE 19: TAX Consolidated Group

2015 2014

$ $

CURRENT

Income tax payable (refundable) 524,975 121,288

Opening Balance

(Charged)/ Credited to Profit or Loss Closing Balance

$ $ $

2014

Deferred tax asset on:

Provisions – employee benefits 220,287 2,869 223,156

Accrued loyalty program 166,182 42,121 208,303

Other 240,066 (56,893) 183,173

626,535 (11,903) 614,632

2015

Deferred tax asset on:

Provisions – employee benefits 223,156 41,328 264,484

Accrued loyalty program 208,303 93,423 301,726

Other 183,173 79,009 262,182

614,632 213,760 828,392



Page 38 of 47


NOTE 20: ISSUED CAPITAL Consolidated Group

2015 2014

$ $

69,568,961 fully paid ordinary shares (2014: 67,502,054) 5,460,720 4,403,678

Consolidated Group

2015 2014

No. No.

a. Fully paid ordinary shares

At the beginning of the reporting period 67,502,054 60,000,000

Shares issued during the year 2,066,907 7,502,054

At the end of the reporting period 69,568,961 67,502,054

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. At shareholders’ meetings, each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

On 20 November 2014 the company declared a dividend of 1.8c per share. Under the company’s DRP program 2,066,907 ordinary shares were issued.



Page 39 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 21: RELATED PARTY TRANSACTIONS Related Parties

The Group’s main related parties are as follows:

a. Parent entity and controlled entities

Cenvet Group Holdings Limited (“the parent”) exercises control over its subsidiaries listed in Note 12. The parent and the subsidiaries are collectively referred to as the “consolidated group” and are constituent parts of the consolidated financial statements. Accordingly, the subsidiaries are considered related parties in the separate financial statements of the parent entity rather than in the consolidated financial statements.

Cenvet Group Holdings Limited is an unlisted public company. Despite a relatively large number of shareholders, a director (L Bloom) and his spouse collectively own 92% of the company and are therefore considered related parties.

b. Key management personnel

Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity is considered key management personnel.

For details of disclosures relating to key management personnel, refer to Note 6: Key Management Personnel Compensation.

c. Other related parties

Other related parties include close family members of key management personnel and entities that are controlled or jointly controlled by those key management personnel individually or collectively with their close family members.

d. Transactions with related parties

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

The following transactions occurred with related parties:

Premises lease:

The lessor of the company’s principal place of business is a close member of the director’s family. The premises are leased under a five year term expiring 31 October 2018. Rent paid for the year amounted to $407,280.

Line of credit:

The company utilised a line of credit made available by a director. The line provides for up to 55 days credit from transaction date. The amount transacted during the reporting period was $902,400 with $41,950 payable at year end.

2015 2014

$ $

Loans to and from related parties:

Net loan from L Bloom (Director) (29,845) (79,747)

Net loan to L Bloom’s spouse* (211,299) 156,582

*Payable for collecting funds upon sale of shares. This money has been paid post year end.



Page 40 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 21: RELATED PARTY TRANSACTIONS Sales and Purchases:

Director L Bloom has interests in customers of the Group. Transactions with those entities were sales of $531,507.

Director S Haynes has interests in customers of the Group. Transactions with those entities were sales of $1,682,721.

Director M Quirk has interests in customers of the Group. Transactions with those entities were sales of $5,406,625.

2015 2014

Shareholdings of Directors in parent entity: No. No.

L Bloom 31,818,239 30,844,211

S Haynes 266,039 257,895

M Quirk - -

L Bloom - relatives 31,924,653 30,952,368

L Bloom – super fund 106,416 103,158

2015 2014

Directors fees paid: $ $

L Bloom - -

S Haynes 32,850 32,775

M Quirk 32,850 32,775



Page 41 of 47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015 NOTE 22: CAPITAL AND LEASING COMMITMENTS Consolidated Group

2015 2014

$ $

(a) Finance Lease Commitments

Leasing commitments capitalised in the financial statements

Payable:

not later than one year 168,547 334,443

between one and five years 191,863 180,716

Minimum lease payments 360,410 515,159

Less future finance charges (24,260) (31,362)

Present value of minimum lease payments 336,150 483,797

(b) Operating Lease Commitments

Non-cancellable operating leases contracted for but not capitalised in the financial statements

Payable – minimum lease payments:

not later than one year 1,048,514 1,078,269

between one and five years 2,189,708 1,869,279

3,238,222 2,947,548

There are 4 property leases in place; each is non-cancellable, expiring at various dates in the future, with 3 to 5 year terms. Contingent rental provisions within the lease agreements require that the minimum lease payments shall be increased by the lower of the consumer price index (CPI) or 3.5% per annum. An option exists to renew the leases at the end of the term for an additional period.



Page 42 of 47


NOTE 23: CASH FLOW INFORMATION 2015 2014

$ $

Reconciliation of Cash Flow from Operations with Profit after Income Tax

Profit after income tax 556,959 288,277

Non-cash flows in profit:

– depreciation 1,105,829 1,201,819

– net loss on disposal of plant and equipment 17,576 61,151

– other 81,001 (57,440)

Changes in assets and liabilities:

– (increase) decrease in receivables (1,229,993) (857,266)

– (increase) decrease in other assets (14,090) 136,382

– (increase) decrease in inventories (3,832,923) (755,188)

– increase (decrease) in payables 1,237,126 (54,330)

– increase (decrease) in provisions 137,758 9,566

– increase (decrease) in income tax payable 403,688 269,736

– (increase) decrease in deferred tax asset (213,760) 11,902

(1,750,831) 254,609

NOTE 24: CONTINGENT LIABILITIES Estimates of the potential financial effect of contingent liabilities that may become payable:

Guarantees:

Guarantees are provided in relation to amounts extended by our bankers under provisions relating to operating property leases 109,101 109,101

Contingent Liability:

The Directors are not aware of any contingent liabilities to disclose at year end or at the date of signing this report.

NOTE 25: EVENTS AFTER THE REPORTING PERIOD On 17 July 2015 the group acquired two veterinary hospitals for $2,500,000. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated group, the results of those operations, or the state of affairs of the consolidated group in future financial years.


Page 43 of 47


NOTE 26: COMPANY DETAILS The registered office of the company is:

Cenvet Group Holdings Limited

26 Binney Road, Kings Park NSW 2148

The principal place of business:

Cenvet Group Holdings Limited



Page 42 of 47


NOTE 23: CASH FLOW INFORMATION 2015 2014

$ $

Reconciliation of Cash Flow from Operations with Profit after Income Tax

Profit after income tax 556,959 288,277

Non-cash flows in profit:

– depreciation 1,105,829 1,201,819

– net loss on disposal of plant and equipment 17,576 61,151

– other 81,001 (57,440)

Changes in assets and liabilities:

– (increase) decrease in receivables (1,229,993) (857,266)

– (increase) decrease in other assets (14,090) 136,382

– (increase) decrease in inventories (3,832,923) (755,188)

– increase (decrease) in payables 1,237,126 (54,330)

– increase (decrease) in provisions 137,758 9,566

– increase (decrease) in income tax payable 403,688 269,736

– (increase) decrease in deferred tax asset (213,760) 11,902

(1,750,831) 254,609

NOTE 24: CONTINGENT LIABILITIES Estimates of the potential financial effect of contingent liabilities that may become payable:

Guarantees:

Guarantees are provided in relation to amounts extended by our bankers under provisions relating to operating property leases 109,101 109,101

Contingent Liability:

The Directors are not aware of any contingent liabilities to disclose at year end or at the date of signing this report.

NOTE 25: EVENTS AFTER THE REPORTING PERIOD On 17 July 2015 the group acquired two veterinary hospitals for $2,500,000. No other matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated group, the results of those operations, or the state of affairs of the consolidated group in future financial years.


Page 7 of 47

AUDITOR’S INDEPENDENCE DECLARATION

UNDER S 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF CENVET GROUP HOLDINGS LIMITED

I declare that, to the best of my knowledge and belief, during the year ended 30 June 2015 there have been no contraventions of:

i. the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

ii. any applicable code of professional conduct in relation to the audit.

CIB Accountants & Advisers

Chartered Accountants

Radlee Moller

Partner


Parramatta, NSW



Page 44 of 47

DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Cenvet Group Holdings Limited, the directors of the company declare that:

1. The financial statements and notes, as set out on pages 24 to 58, are in accordance with the Corporations Act 2001 and:

a. comply with Australian Accounting Standards – Reduced Disclosure Requirements; and

b. give a true and fair view of the financial position as at 30 June 2015 and of the performance for the yearended on that date of the consolidated group.

2. In the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debtsas and when they become due and payable.

Director Director

Lionel Bloom Sam Haynes




Page 45 of 47

CENVET GROUP HOLDINGS LIMITED AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CENVET GROUP

HOLDINGS LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Cenvet Group Holdings Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration, of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards – Reduced Disclosure Requirements and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of a financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial report 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 the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s Opinion

In our opinion the financial report of the company is in accordance with the Corporations Act 2001, including:

a. giving a true and fair view of the company’s and consolidated entity’s financial positions as at 30 June 2015 and of their performance for the year ended on that date; and

b. complying with Australian Accounting Standards – Reduced Disclosure Requirements (including Australian Accounting Interpretations) and the Corporations Regulations 2001.


Page 46 of 47

CIB ACCOUNTANTS & ADVISERS

Chartered Accountants

Radlee Moller

Partner

Parramatta, NSW



Page 45 of 47

CENVET GROUP HOLDINGS LIMITED AND CONTROLLED ENTITIES INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF CENVET GROUP

HOLDINGS LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Cenvet Group Holdings Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration, of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards – Reduced Disclosure Requirements and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of a financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial report 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 the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s Opinion

In our opinion the financial report of the company is in accordance with the Corporations Act 2001, including:

a. giving a true and fair view of the company’s and consolidated entity’s financial positions as at 30 June 2015 and of their performance for the year ended on that date; and

b. complying with Australian Accounting Standards – Reduced Disclosure Requirements (including Australian Accounting Interpretations) and the Corporations Regulations 2001.


1. IBISWorld industry report M690, Veterinarian Services in Australia, July 2015.

2. IBISWorld industry report OD5128 – Pets and Pet Supplies Retailers in Australia, December 2014.

3. Contribution of the pet care industry to the Australian economy, 7th edition, 2010, Australian Companion Animal Council

END NOTES


Board of Directors

Mr Lionel Bloom

Chairman and Chief Executive Officer

Dr Sam Haynes

Non-executive Director

Mr Michael Quirk


Mr Jason Phillips


Mr Danny Putica Company Secretary

Registered Office Address

26 Binney Road Kings Park NSW 2148

Principal Place of Business

26 Binney Road Kings Park NSW 2148

Auditor

CIB Accountants and Advisor

Suite 6, 5-7 Ross Street Parramatta NSW 2150

Lawyer

Minter Ellison

Governor Maquarie Tower 1 Farrer Place Sydney NSW 2000

Shareholder Enquiries

Locked Bag 4365 Blacktown BC NSW 2148

[email protected]

CORPORATE DIRECTORY

www.cenvet.com.au

CENVET GROUP HOLDINGS LIMITEDP. 02 9679 5777 F. 02 9679 5767 E. [email protected]


www.cenvet.com.au

Cenvet Group Holdings Annual report 2015

Documents

Transcript of Cenvet Group Holdings Annual report 2015