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10 September 2012 Manager Company Announcements Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000 Market Information Services New Zealand Exchange Limited Level 2, NZX Centre 11 Cable Street Wellington New Zealand Dear Sir/Madam In accordance with the ASX Listing Rules, please find attached the Company’s 2012 Annual Report which will be mailed to shareholders around 21 September 2012, at which time the Notice Of Meeting will also be sent to shareholders. The Annual Report will also be available on the Company’s website at www.pacificbrands.com.au Yours faithfully Pacific Brands Limited John Grover For personal use only Company Secretary For personal use only CONTENTS CONTENTS CONTENTS Chairman’s Review 2 Chairman’sFinancial Summary Review 42 Chairman’s Review 2 FinancialOperational Summary Highlights 54 Financial Summary 4 OperationalBoard of Directors Highlights 57 Operational Highlights 5 BoardSenior ofManagement Directors 97 Board of Directors 7 SeniorCorporate Management Social Responsibility 911 Senior Management 9 CorporateFinancial, StatutorySocial Responsibility and Other Information 1211 Corporate Social Responsibility 11 Financial, Statutory and Other Information 12 Financial, Statutory and Other Information 12 Non-IFRS financial information Other than as indicated, the financial information contained in this document is directly extracted or calculated from audited Financial Statements. Non-IFRS financial information Non-IFRSThroughout financial this document information some non-IFRS financial information is stated before other expenses that are individually significant as disclosed in Note 4 to the FinancialOther than Statements as indicated, (significant the financial items). information Results excludingcontained suchin th isexpenses document are is codirectlynsidered extrac by tedDirectors or calculated to be a frombetter audited basis forFinancial comparison Statements. from period to periodOther than as well as indicated,as more comparable the financial with information future performance. contained in They this documentare also the is primarydirectly extracmeasureted ofor earningscalculated considered from audited by managemeFinancial Statements.nt in operating the business and by Directors in determining dividends. Throughout this document some non-IFRS financial information is stated before other expenses that are individually significant as disclosed in Note 4 to the For personal use only FinancialThroughout Statements this document (significant some non-IFRSitems). Results finan cialexcluding information such isexpenses stated before are co othernsidered expenses by Directors that are to individually be a better significantbasis for comparison as disclosed from in Note period 4 to to the ThereperiodFinancial areas Statements wellalso as references more (significant comparable to Underlying items). with futuSalesResultsre whichperformance. excluding are defined such They expenses as are reported also arethe sales coprimarynsidered less measure sales by Directorsfrom of brandearnings to acquisitions,be considereda better basis divested by formanageme comparison businesses,nt in from operating businesses period the to held forbusinessperiod sale as and andwell brands byas Directorsmore and comparable labels in determining subject with to futu discontinuation.dividends.re performance. Dire Theyctors are consider also the that primary sales measuredefined in of this earnings manner considered is a meaningfu by managemel measurent of in sales operating as it isthe consistentbusiness and with by the Directors Pacific Brandsin determining transformation dividends. strategy, representative of the recent movement or trajectory in sales and provides a better indication of the relevant base against which future sales can be compared. There are also references to Underlying Sales which are defined as reported sales less sales from brand acquisitions, divested businesses, businesses held forThere sale are and also brands references and labels to Underlying subject to Sales discontinuation. which are defined Directors as considerreported thatsales sales less definedsales from in this brand manner acquisitions, is a meaningfu divestedl measure businesses, of sales businesses as it is held Operatingconsistentfor sale and cashwith brands theflow Pacific andpre labelsinterest Brands subject and transformation tax to (OCFPIT) discontinuation. strategy, as a measure Direreprctorsesentative of cashconsider flowof the that is recentconsidered sales movementdefined by Directorsin thisor trajectory manner to be meaningfulisin asales meaningfu and as pr litovides measure is the acash better of salesequivalent indication as it isof of the EBITDArelevantconsistent baseand with thus against the provides Pacific which Brands a future measure transformation sales of canthe ratebe compared. strategy,at which operatingrepr esentative earnings of the are recent converted movement to cash. or trajectory in sales and provides a better indication of the relevant base against which future sales can be compared. Operating cash flow pre interest and tax (OCFPIT) as a measure of cash flow is considered by Directors to be meaningful as it is the cash equivalent of EBITDAOperating1 Pacific and cash Brands thus flow provides preAnnual interest a measureReport and tax 2012of (OCFPIT)the rate at as which a measure operating of cashearnings flow areis considered converted byto cash.Directors to be meaningful as it is the cash equivalent of EBITDA and thus provides a measure of the rate at which operating earnings are converted to cash. 1 Pacific Brands Annual Report 2012 1 Pacific Brands Annual Report 2012 CHAIRMAN’S REVIEW Dear shareholders Thank you for your support and interest throughout the financial year. The last 12 months has been perhaps the most challenging period in the company’s history. The tough retail environment has made trading conditions difficult and has been exacerbated by the impacts of the Kmart exit and unprecedented cotton price volatility. Our decisions in connection with the Pacific Brands 2010 transformation program to focus on a tighter portfolio of brands, increase sourcing off-shore and manage with a leaner cost base have supported the 2012 operating result and, more importantly, have positioned the company for future growth. Through the transformation period we have improved the strength and position of our key brands and the business is leaner and more agile and able to respond to the continuing and new challenges we face. Your board and management will continue to take the necessary steps where appropriate to restructure and rationalise the business to improve shareholder value. Financial results Reported sales of $1,323 million were down 18.1%, the majority of which was attributable to the impact of business divestments, particularly the sale of the Sleepmaker, Dunlop Foams and Bikes businesses. Underlying sales1 (ie before the impact of brand acquisitions, business divestments and brand discontinuations) were down 8.0%, or 4.3% excluding sales to Kmart. For Bonds, sales ex-Kmart were up, online continued to exhibit strong growth and our direct retail pilot also started well. Sheridan grew with our new boutique stores and online performing strongly. Workwear, however, felt the effects late in the year of the general decline in business confidence. Reported earnings outcomes were heavily impacted by a number of largely non-cash significant items not relating to ongoing operations. During the year, the company wrote down the value of the goodwill in the Underwear, Homewares and Workwear businesses by a total of $502.7 million. Reported earnings before interest and tax (EBIT) was a loss of $404.9 million or a profit of $129.1 million before significant items. Gross margins were impacted by increased input costs due mainly to the impact of past cotton price increases and offshore labour inflation. Reported margins fell only 0.3 percentage points but, excluding net divested businesses (which had below average margins), gross margins declined by 2.1 percentage points1. The cost of doing business reduced by 15% or $85 million, with the majority attributable to restructuring and cost saving initiatives in continuing businesses. This reflects the benefits of the company’s cost containment and efficiency initiatives, including the integration of Bonds and Omni to form the Underwear Group, the combination of the Homewares and Footwear, Outerwear and Sport businesses into a single operating unit and the consolidation of our distribution network. The reported net profit after tax was a loss of $450.7 million or a profit of $72.8 million before significant items. Operating cash flow remained strong through effective working capital management. There was also $18 million in proceeds from the sale of surplus properties at Coolaroo (Victoria) and Kingsgrove (New South Wales). This enabled us to reduce net debt by a further $53 million from $242 million at 31 December 2011 to $189 million at 30 June 2012. Strategic priorities Whilst the Pacific Brands 2010 transformation program announced in 2009 is essentially complete, the company continues to focus on the long term competitiveness of the business. It is clear that the vagaries of the retail trading environment will persist and our challenge in this environment is to get to a position of continued top line growth with a sustainable earnings platform. The company’s key strategic priorities are: . Focus on key brands - prioritise investment in Bonds, Workwear