Green Cross Health Limited 2021 Annual Report
20212021
Annual Report
339
doctors
nurses
325
medical centres
45
enrolled patients285,000
62
295
357
pharmacies
1. 8
million
loyalty members
clients
40,000
support workers
2,888
home visits
each year
million
3.8
t
clinical staff including nurses,
occupational therapists & physiotherapists
187
Green Cross Health’s promise is to provide the best health support, care and advice to New Zealand
communities. We are passionate about supporting healthier communities through our network of
pharmacies, medical centres and community health services.
Who we are
Annual Report 2021 |
03
04 Financial summary
06 Company report
08 Company report – Pharmacy division
12 Company report – Medical division
14 Company report – Community Health division
18 Directors’ declaration
19 Independent auditor’s report
23 Group financial statements
28 Notes to the consolidated financial statements
53 Group entities
58 Board of directors
61 Corporate governance
69 Other annual report disclosures
73 Shareholder information
75 Company directory
Contents
04
| GREEN CROSS HEALTH
Financial summary
So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the
financial statements and notes further on in this report.
2021
($’000)
2020
($’000)
We generate revenue from three sources:
Pharmacy retail and dispensary services*316,838 336,449
Community Health services*171,411 155,573
Medical services*82,153 76,509
Our costs to operate are primarily:
Wages and salaries277,293 261,110
Costs of products sold 188,007 195,386
Other costs (marketing, governance, communications etc) 45,558 49,867
Lease expense, depreciation and amortisation25,605 27,719
Impairment** 242 4,672
Revenue and operating costs are consistent year on year. Impairment relates to the write-down of intangibles
assets of $3.3m after a strategic review of internal projects’ performance and goodwill disposals of $1.4m.
After all income and expenses we earned:
Profit before tax28,926 23,641
Tax expense(7,890) (6,689)
Profit after tax 21,036 16,952
Non-controlling interest(4,284) (3,462)
Profit after tax attributable to the Parent shareholders 16,752 13,490
$0m
$5m
$10m
$15m
$20m
2021202020192018
Prot after tax
(attributable to shareholders)
$0m
$5m
$10m
$15m
$20m
2021202020192018
Prot after tax
(attributable to shareholders)
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
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$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
-$40m
-$30m
-$20m
-$10m
$0m
$10m
$20m
2021202020192018
Net cash / (debt)
represents cash / cash equivalents less borrowings
**The impairment in 2020 relates to the write-down of intangible assets of $3.3m after a strategic review of internal projects’
*Includes government wage subsidies received of $9.1m within pharmacy retail and dispensary, $0.5m within medical services
performance and goodwill disposals of $1.4m.
and $1.2m within Community Health fees under the New Zealand Government’s wage subsidy scheme available to eligible
businesses impacted by the COVID-19 pandemic.
Annual Report 2021 |
05
2021
($’000)
2020
($’000)
What happened to the profit and where did the cash go?
We started the year with a bank balance of 33,899 16,652
Our profit after tax (and after adjusting for non-cash items) was*26,148 31,330
We bought and sold various businesses(8,230)(3,532)
We bought fixed assets(4,971) (7,264)
We (repaid) / drew down bank borrowings(32,100) 7,355
We paid dividends to our shareholders - (10,039)
We paid dividends to our minority partners(1,475) (2,333)
Our working capital decreased by 24,031 1,730
We ended the year with a bank balance of 37,302 33,899
As at 31 March
2021
($’000)
2020
($’000)
So what is the equity book value?
We have total assets of 364,883 376,610
We have total liabilities of(215,236) (241,891)
So our equity book value is 149,647 134,719
Which represents a net asset value for each share of (cents) 104.54 94.11
$0m
$30m
$60m
$90m
$120m
$150m
2021202020192018
Net assets
$0m
$30m
$60m
$90m
$120m
$150m
2021202020192018
Net assets
0
1
2
3
4
5
6
7
8
2021202020192018
Dividends per share
(cents)
0
1
2
3
4
5
6
7
8
2021202020192018
Dividends per share
(cents)
Financial summary
**The impairment in 2020 relates to the write-down of intangible assets of $3.3m after a strategic review of internal projects’
*Includes government wage subsidies received of $9.1m within pharmacy retail and dispensary, $0.5m within medical services
*Includes repayment of lease principal and interest expense of $19.7m (2020: $19.5m) under NZ IFRS 16.
performance and goodwill disposals of $1.4m.
and $1.2m within Community Health fees under the New Zealand Government’s wage subsidy scheme available to eligible
businesses impacted by the COVID-19 pandemic.
06
| GREEN CROSS HEALTH
Green Cross Health is pleased to report a strong result for the
12 months to 31 March 2021, with reported net profit of $16.8m.
This profit result was in line with last year’s underlying result
1
, despite
difficult trading conditions caused by COVID-19 and the associated
economic downturn. The profit result was driven by growth from the
Medical and Community Health divisions, which more than offset retail
softness in the Pharmacy division.
Company report
1
FY20 underlying result was $17.0m. This is the reported net earnings attributable to shareholders of $13.5m after one-off goodwill disposals of $1.1m
and intangible asset write-downs of $2.4m.
Over the year, we have been able to reshape the business while staying true to the Green Cross Health promise
of trusted care and advice. Profitability has held up in the face of increased competition and COVID-19 impacts,
and with significant improvement in working capital management, the Group is well positioned for future
investment opportunities.
Annual Report 2021 |
07
Results summary
• Operating Revenue of $570.4m
2
(+0.3%)
• Operating Profit of $35.1m (+13.3%)
• Net Profit after Tax Attributable to Shareholders of the Parent of $16.8m (+24.2%)
• Pharmacy Operating Revenue down 5.8% to $316.8m. Operating Profit down
4.2% to $24.1m, primarily due to the impact of COVID-19 with the reduced
ability of customers to shop in-store during the various alert levels during the year
• Medical Operating Revenue up strongly 7.4% to $82.2m. Operating Profit up
41.2% to $9.3m reflecting both organic growth and growth from acquisitions
• Community Health Operating Revenue up 10.2% to $171.4m. An Operating
Profit increase of $2.5m to $3.7m resulted from the strategy of supporting
clients with higher clinical needs, ongoing service improvement and improving
profitability of contracts
• Net Cash of $12.9m (increase of $35.5m).
2
Operating Revenue includes $10.8m of wage subsidy received, with the majority relating to individual
pharmacies within the portfolio. In line with the objective and criteria of the scheme, pharmacies were able
to retain staff during the wage subsidy period, with all amounts passed on to employees.
$0m
$5m
$10m
$15m
$20m
$25m
$30m
$35m
$40m
20212020**20192018
Group operating prot
before interest and tax
$0m
$100m
$200m
$300m
$400m
$500m
$600m
2021*202020192018
Group operating revenue
Company report
*2021 impacted by Wage Subsidy of +$10.8m included in Group
revenue, with all amounts passed on to employees
**2020 impacted by goodwill disposals of -$1.4m and intangible
write-downs of -$3.3m (before tax)
08
| GREEN CROSS HEALTH
Pharmacy division
Unichem and Life Pharmacy division
Of our nationwide network of 357 pharmacies, as
at 31 March 2021 we held an investment interest
in 88. The two new Karori pharmacies acquired in
February 2020 traded for the full period, and we
acquired investment interests in three pharmacies
in Cambridge at the end of the period. In line with
our focus on optimising our pharmacy portfolio,
we closed three pharmacies during the year. This
optimisation strategy will continue into the next
period, both in terms of closures where we are
unable to align operating costs, and strategic
acquisition opportunities.
Pharmacy Operating Revenue declined by 5.8% in
the year primarily due to the impact of COVID-19
and the reduced ability of customers to shop in-store
during the various COVID-19 alert levels. While our
pharmacies were open, this was often with building
access restrictions and customer demand for retail
products was limited, particularly given a much
reduced cold and flu season as New Zealanders
stayed home to prevent the potential spread of
COVID-19. Operating Profit for the Pharmacy division
declined 4.2% to $24.1m.
Same store retail revenue was down 18% year-on-
year due to compressed retail spending, particularly in
shopping malls, Auckland CBD and Wellington CBD
stores, which typically represent 70% of retail revenue.
Dispensary revenue was more resilient, finishing in
line with last year, supported by temporary changes
to repeat dispensing rules which increased repeat
dispensing volumes. The number of flu vaccinations
delivered by our pharmacies more than doubled
year-on-year as our team improvised under the
various alert level settings, including administering
vaccines via drive-throughs to maximise social
distancing and prioritise the health and safety of our
staff and our customers. In addition, our automated
prescription reminder service experienced significant
growth and now supports the medicines adherence
of over 600,000 patients.
During the year, we enhanced our ability to interact
with our now 1.8 million Living Rewards loyalty
members, introducing a tool to track customer spend
patterns and trigger automated offers, encouraging
ongoing spend. In line with increasing healthcare
service offerings in our pharmacies, we launched a
pharmacy services booking tool on both our Unichem
and Life Pharmacy websites to improve accessibility,
offering convenience and certainty for customers.
We actively represent our pharmacies as a lead
Sector Representative in various negotiations with
funders. We have raised concerns about ongoing
pharmacist workforce sustainability, wage cost
pressures and relativity, along with the inadequacy of
Government funding for vital patient services.
1.8
million
loyalty members
357
stores
Throughout the COVID-19 lockdowns, our Pharmacy
division played a critical role as an essential service
in the 357 local communities in which we operate.
Against this challenge and uncertainty, our same
store script numbers grew year-on-year, the number
of flu vaccinations administered by our pharmacies
more than doubled, and we increased our digital
capability with our Living Rewards membership
growing to 1.8 million members.
Annual Report 2021 |
09
Company report – Pharmacy division
We continue to call on the Government to remove
the $5 prescription co-payment tax, particularly in
relation to its equity of access healthcare policies,
improving health outcomes of New Zealanders as
well as supporting the financial sustainability of the
Community Pharmacy sector.
We are encouraged by the Government’s recent
announcements regarding proposed health
reforms, especially the increased emphasis on
primary healthcare funding and the expanded role
pharmacists can play in supporting the health of
their communities.
Highlights
• Same store script numbers up 4.1%, supported by temporary changes to repeat dispensing rules
• Year-on-year growth with Living Rewards loyalty programme now at 1.8 million members
• Automated script reminder service now with over 600,000 patients, increasing opportunities for customer
engagement and supporting patients with medicines adherence
• Three stores acquired March 2021 in Cambridge, plus opening of new concept flagship Life Pharmacy
Commercial Bay in the Auckland CBD.
Company report – Pharmacy division
10
| GREEN CROSS HEALTH
$0m
$5m
$10m
$15m
$20m
$25m
$30m
2021*2020*20192018
Pharmacy operating prot
before interest and tax
$0m
$50m
$100m
$150m
$200m
$250m
$300m
$350m
2021202020192018
Pharmacy operating revenue
*An objective review of costs has been carried out which has
resulted in a change in the way some costs are allocated between
divisions. 2021 contains an adjustment of +$2.6m and 2020
contains an adjustment of +$2.7m
Future focus
• Evolve retail offering to changing consumer behaviour
post COVID-19
• Right-size labour and occupancy costs by store
• Optimise equity store network, along with leveraging
our national footprint and trusted Unichem and Life
Pharmacy brands
• Strengthen digital capability around 1.8m Living Rewards
database and grow our e-commerce offerings
• Advocate for the sustainability of community pharmacies
and for accessibility and equity of access for all
New Zealanders
• Contribute to the design of New Zealand’s health system
reforms and support New Zealand’s COVID-19 response.
Pharmacy division
(continued)
Annual Report 2021 |
11
12
| GREEN CROSS HEALTH
During the year the Medical division grew both
revenue and profitability. Our footprint increased to
45 medical centres, with our previous acquisitions
integrating well into the division. The challenging
conditions of COVID-19 saw the division accelerate its
investment in digital technology, building capability to
interact with and support our patients using a variety
of channels.
Medical division
The Doctors
6.7%
increase in
enrolled patients
to 285,000
45
medical centres
The Medical division achieved year-on-year growth in revenue and profitability,
investing to drive patient growth both organically and through acquisitions.
Medical Operating Revenue grew 7.4% to $82.2m, with Operating Profit up
41.2%, from $6.6m to $9.3m. Organic growth comprised $2.1m of the $2.7m
increase in Operating Profit.
Acquisitions in recent years have now fully integrated into the division and are
performing well. Throughout the year, Gabriel Medical (Auckland), Tui Medical
Centre (Whangarei) and Richmond Health Centre (Nelson-Richmond) were
acquired, increasing the portfolio to 45 centres. Enrolled patients as at 31 March
2021 totalled 285,000, an increase of 18,000 (+6.7%) since 31 March 2020.
Operationally, COVID-19 had a significant impact on acute patient presentations,
particularly in urgent care and walk-in settings. In some areas this was mitigated
by COVID-19 swabbing activity. Due to operational restrictions and evolving patient
preferences driven by COVID-19 lockdowns, increasing focus has been placed on
enhanced digital capabilities, including the launch of an in-house end-to-end video
consultation platform (housecall.co.nz). Further development of medical centre-level
digital capabilities to enhance patient access will remain a priority.
Clinically, the focus has been managing the COVID-19 pandemic to keep our
staff and patients safe, responding swiftly to community outbreaks and alert level
changes and providing testing support at a number of centres. We have rolled out
a new clinical, health and safety incident tool across the network, providing centres
with a real-time incident and feedback management process and trend identification
to enable a targeted approach to quality improvement.
Whilst managing the short-term complexities and opportunities from COVID-19
is important, the underlying strategy remains to grow revenue organically,
further reduce the operating cost per patient and target compelling acquisition
opportunities, whilst delivering high-quality medical services. We are working closely
with the Ministry of Health to ensure improved equity of access and we welcome
the Government’s health reform announcements, which should see providers
working more closely with central funders to address access and equity issues.
Annual Report 2021 |
13
$0m
$2m
$4m
$6m
$8m
$10m
2021*2020*20192018
Medical operating prot
before interest and tax
$0m
$20m
$40m
$60m
$80m
$100m
2021202020192018
Medical operating revenue
Company report – Medical division
Future focus
• Continue to build The Doctors brand
• Network and patient number growth through targeted acquisitions and
organic revenue growth
• Improve utilisation via systematic triaging of patients
• Deploy digital technology to increase efficiency and enhance delivery of
high quality patient care
• Work closely with funders to ensure equitable access for all
New Zealanders
• Support New Zealand’s COVID-19 response and contribute to the design
of New Zealand’s health system reforms.
Highlights
• Medical division operating profit up 41.2% to $9.3m
• Operating Profit margin increased from 8.6% to 11.3%
• Enrolled patients grew from 267,000 to 285,000
• Ownership of 45 Medical Centres following acquisition of three
medical practices.
*An objective review of costs has been carried out which has
resulted in a change in the way some costs are allocated between
divisions. 2021 contains an adjustment of -$1.4m and 2020
contains an adjustment of -$1.4m
14
| GREEN CROSS HEALTH
The Community Health division again delivered
year-on-year growth in profitability. Our focus
on the higher clinical needs segment, along with
investment in technology has delivered results.
We continue to develop our people, processes
and systems to enhance patient care.
The Community Health division’s Operating Profit of $3.7m was a healthy increase
of $2.5m versus the comparative period, reflecting the success of the strategy of
supporting clients with higher clinical needs, ongoing service improvement and
improving profitability of contracts. In addition, cost efficiencies have resulted from
the investment in people, technology and systems, with cost containment and re-
sizing of business operations key, due to ongoing funding constraints.
Despite the improved performance, the Operating Profit margin for the division
remains low at 2.2%, exposing the division to adverse changes to ongoing wage
pressures, costs associated with increased complexity of care and significant
administrative costs. We are advocating for support from all funders to ensure the
ongoing viability of the sector.
The ACC business segment continued to deliver growth, with the focus to
support clients with complex care needs, providing 24/7 care where required and
supporting a holistic approach to rehabilitation and enhanced quality care.
The division’s specialist nursing care business, Total Care Health focused on
strengthening our presence whilst expanding into new segments of care, driving
enhanced clinical outcomes and supporting convenient client access.
Our investment in digital technology across the division to both improve client
service and reduce operational costs continued. During the COVID-19 lockdown
we introduced functionality to enable our nursing team to provide care and
support through telehealth options. In year we enhanced our nurse visit technology
with a more user-friendly interface and we added further critical information to
our Access Virtual Assistant app to support client care. Delivering back-office
efficiencies remained a focus, with a number of automation projects implemented
around invoicing and data management.
The value of the Home and Community Support sector was highlighted
throughout the COVID-19 lockdowns. Access Community Health’s team of over
3,000 provided care and support to our most vulnerable clients within their homes
during a time of heightened anxiety and risk to both our team and clients, where
our support workers were often the only people our clients came into contact with
throughout this time.
We are pleased to see the intent of the April 2021 Health Reform
announcement, particularly its emphasis on equity of access regardless of
where you live and highlighting the need for the Government to ensure a
sustainable Home and Community Support service looking after the most
vulnerable people within our community.
Community Health division
Access Community Health and Total Care Health
40,000
clients
3.8
million
home visits
Annual Report 2021 |
15
16
| GREEN CROSS HEALTH
Community Health division
(continued)
Highlights
• Operating Profit increased $2.5m to $3.7m
• Growth through higher clinical needs segment
• Expansion of Total Care Health in existing regions.
Future focus
• Ongoing focus on higher clinical needs segments
• Systems development to support operational efficiencies
• Harness digital technology to enhance workforce efficiency and
client outcomes
• Expand geographic coverage of Total Care Health business
• Ongoing advocacy for sector sustainability
• Support New Zealand’s COVID-19 response and contribute to
the design of New Zealand’s health system reforms.
TBC
$0m
$1m
$2m
$3m
$4m
2021*2020*20192018
Community Health operating prot
before interest and tax
$0m
$50m
$100m
$150m
$200m
2021202020192018
Community Health operating revenue
*An objective review of costs has been carried out which has
resulted in a change in the way some costs are allocated between
divisions. 2021 contains an adjustment of -$1.2m and 2020
contains an adjustment of -$1.3m
Annual Report 2021 |
17
Green Cross Health Future focus
Whilst the Board accepts there is still some uncertainty ahead, it is pleased with how the Company has weathered
the COVID-19 uncertainties, producing both a solid profit and performing an important primary healthcare role for the
community in the most trying of times.
Green Cross Health is committed to meeting patient and customer expectations, providing all New Zealanders
accessible, quality primary healthcare. As part of this commitment, we are advocating for the removal of the
prescription co-payment Government tax and are expectant that the implementation of the New Zealand Health
& Disability System Reforms will see the improved accessibility and affordability of primary healthcare for New
Zealand communities.
The Company also continues to engage with District Health Boards and the Ministry of Health, highlighting our ability
and willingness to play an increased role in the COVID-19 vaccine programme as it extends to all New Zealanders.
The Board has decided not to declare a final FY21 dividend in order to preserve cash to assist the Company with
accelerating its acquisition activities.
Thank you to our team
As an essential service, we remained open over the lockdown periods to deliver vital primary healthcare during the
pandemic and we are extremely grateful to every member of the Green Cross Health team for playing their part in
supporting the health of New Zealand communities.
Company report
18
| GREEN CROSS HEALTH
For the year ended 31 March 2021
In the opinion of the Directors of Green Cross Health Limited, the financial
statements and notes, on pages 23 to 51:
• Comply with New Zealand generally accepted accounting practice
and give a true and fair view of the financial position of the Green
Cross Health Limited Group as at 31 March 2021 and the results of its
operations and cash flows for the year ended on that date.
• Have been prepared using appropriate accounting policies, which have
been consistently applied and supported by reasonable judgements
and estimates.
The Directors believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the financial position
of the Group and facilitate compliance of the financial statements with the
Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard
the assets of the Group, and to prevent and detect fraud and other
irregularities. Internal control procedures are also considered to be sufficient
to provide a reasonable assurance as to the integrity and reliability of the
financial statements.
The Directors are pleased to present the financial statements of Green Cross
Health Limited for the year ended 31 March 2021.
For and on behalf of the Board of Directors:
Kim Ellis
Chair
27 May 2021
Carolyn Steele
Director
27 May 2021
Directors’ declaration
Annual Report 2021 |
19
Independent
auditor’s report
To the shareholders of Green Cross Health Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated financial statements of Green Cross
Health Limited (the Company) and its subsidiaries (the Group) on pages 23 to 51:
i. Present fairly in all material respects the Group’s financial position as at 31 March
2021 and its financial performance and cash flows for the year ended on that
date; and
ii. Comply with New Zealand Equivalents to International Financial Reporting
Standards and International Financial Reporting Standards.
We have audited the accompanying consolidated financial statements
which comprise:
• The consolidated statement of financial position as at 31 March 2021;
• The consolidated statements of comprehensive income, changes in equity and
cash flows for the year then ended; and
• Notes, including a summary of significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(New Zealand) (‘ISAs (NZ)’). We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical
Standard 1 International Code of Ethics for Assurance Practitioners (Including
International Independence Standards) (New Zealand) issued by the New Zealand
Auditing and Assurance Standards Board and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (‘IESBA Code’), and we have
fulfilled our other ethical responsibilities in accordance with these requirements and
the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s
responsibilities for the audit of the consolidated financial statements section of
our report.
Our firm has also provided other services to the Group in relation to tax
compliance services. Subject to certain restrictions, partners and employees of
our firm may also deal with the Group on normal terms within the ordinary course
of trading activities of the business of the Group. These matters have not impaired
our independence as auditor of the Group. The firm has no other relationship with,
or interest in, the Group.
20
| GREEN CROSS HEALTH
Materiality
The scope of our audit was influenced by our application of materiality. Materiality
helped us to determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on the consolidated
financial statements as a whole. The materiality for the consolidated financial
statements as a whole was set at $1.4 million determined with reference to a
benchmark of Group profit before tax. We chose the benchmark because, in our
view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements in
the current period. We summarise below those matters and our key audit
procedures to address those matters in order that the shareholders as a body
may better understand the process by which we arrived at our audit opinion. Our
procedures were undertaken in the context of and solely for the purpose of our
statutory audit opinion on the consolidated financial statements as a whole and
we do not express discrete opinions on separate elements of the consolidated
financial statements.
The key audit matter: Impairment of goodwill ($136.0 million)
Refer to note 13 of the consolidated financial statements.
The Group has grown significantly through acquisitions in its Pharmacy, Medical
and Community Health business units which has resulted in the recognition of
goodwill in the amount of $76.9 million, $40.1 million and $19.0 million, respectively.
In the event the business units under‐perform compared to their business cases,
there is a risk that the goodwill arising on acquisition may no longer be supported.
As disclosed in note 13, the Group performs an annual impairment test of goodwill
and uses a discounted cash flow model to determine the recoverable amount of
its business units to which goodwill has been allocated.
In performing this assessment, assumptions are made in respect of future economic
and market conditions, including the impact of COVID‐19. Cashflow forecasts
include consideration of the Group’s strategic business plan for each business unit
and their impact on forecast sales and operating costs. Additionally, management
determined terminal growth rates and discount rates which reflect an assessment of
the time value of money and the risks specific to each business unit.
The annual impairment test performed by the Group was significant to our audit
due to the magnitude of the goodwill balance and because the assessment
process involved judgment about the future performance of the business units.
Independent
auditor’s report
(continued)
Annual Report 2021 |
21
How the matter was addressed in our audit
Our audit procedures included:
• Ensuring the allocation of goodwill to the Group’s business units is appropriate;
• Evaluating the methodology, mathematical accuracy and assumptions applied
in the discounted cash flow models. We used our own valuation specialists to
assist us with the consideration of terminal growth and discount rates;
• Challenging management’s cash flow assumptions over projected cash
flows taking into consideration COVID‐19, and the expected impact of the
Group’s business plans for each business unit by reference to their historical
performance and the internal and external factors that influence their operations;
• Performing sensitivity analysis around the key assumptions used in the models;
• Reviewing the appropriateness of related disclosures in the consolidated
financial statements.
We found the judgements and assumptions used in the assessment of goodwill
impairment to be balanced.
Other information
The Directors, on behalf of the Group, are responsible for the other information
included in the entity’s Annual Report. Other information includes the Directors
Declaration and the other information included in the Annual Report. Our opinion
on the consolidated financial statements does not cover any other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our
responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have received the Directors Declaration and have nothing to report in regards
to it. The other information included in the Annual Report is expected to be made
available to us after the date of this Independent Auditor’s Report and we will
report the matters identified, if any, to the Directors.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our
audit work has been undertaken so that we might state to the shareholders those
matters we are required to state to them in the independent auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the shareholders as a body for our audit
work, this independent auditor’s report, or any of the opinions we have formed.
22
| GREEN CROSS HEALTH
Responsibilities of the Directors for the consolidated financial statements
The Directors, on behalf of the Company, are responsible for:
• The preparation and fair presentation of the consolidated financial statements
in accordance with generally accepted accounting practice in New Zealand
(being New Zealand Equivalents to International Financial Reporting Standards)
and International Financial Reporting Standards;
• Implementing necessary internal control to enable the preparation of a
consolidated set of financial statements that is fairly presented and free from
material misstatement, whether due to fraud or error; and
• Assessing the ability to continue as a going concern. This includes disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless they either intend to liquidate or to cease
operations or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objective is:
• To obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to
fraud or error; and
• To issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs NZ will always detect a material misstatement
when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial
statements is located at the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards‐for‐assurance‐practitioners/auditors‐responsibilities/
audit‐report‐1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is
Aaron Woolsey.
For and on behalf of
KPMG
Auckland
27 May 2021
Independent
auditor’s report
(continued)
Annual Report 2021 |
23
24 Consolidated statement of comprehensive income
25 Consolidated statement of changes in equity
26 Consolidated statement of financial position
27 Consolidated statement of cash flows
28 Notes to the consolidated financial statements
Group financial statements
24
| GREEN CROSS HEALTH
Consolidated statement
of comprehensive income
For the year ended 31 March 2021
Note2021
$’000
2020
$’000
Operating revenue4570,402568,531
Operating expenditure6.2(513,065)(509,889)
Depreciation and amortisation expense11,13(8,060)(8,565)
Depreciation - leases12(15,338) (15,629)
Impairment13(242) (4,672)
Share of equity accounted net earnings151,4051,216
Operating profit before interest and tax35,102 30,992
Interest income84114
Interest expense(1,094)(1,787)
Interest expense - leases(5,166)(5,678)
Net interest expense(6,176)(7,351)
Profit before tax28,926 23,641
Income tax expense7(7,890)(6,689)
Profit after tax for the year21,03616,952
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year21,03616,952
Attributable to:
Shareholders of the Parent 16,75213,490
Non-controlling interest4,2843,462
21,036 16,952
Earnings per share:
Basic earnings per share (cents)811.70 9.42
Diluted earnings per share (cents)811.69 9.41
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the
Financial Statements.
Annual Report 2021 |
25
Consolidated statement
of changes in equity
For the year ended 31 March 2021
NoteShare
capital
$’000
Retained
earnings
$’000
Non-
controlling
interest
$’000
Total
equity
$’000
Balance as at 1 April 201990,61033,8429,489133,941
Impact on application of IFRS16 - net of tax(2,167)(419)(2,586)
Balance as at 1 April 2019 (restated)90,61031,6759,070131,355
Profit or loss for the year13,4903,46216,952
Total comprehensive income for the year13,490 3,462 16,952
Dividends to shareholders9(10,039)-(10,039)
Distribution to non-controlling interests-(2,333)(2,333)
Impact of other transactions with non-controlling interest(1,324)108 (1,216)
Balance as at 31 March 202090,610 33,802 10,307 134,719
Balance as at 1 April 202090,610 33,802 10,307 134,719
Profit or loss for the year16,7524,284 21,036
Total comprehensive income for the year16,752 4,28421,036
Dividends to shareholders9---
Distribution to non-controlling interests-(7,309)(7,309)
Impact of other transactions with non-controlling interest311,170 1,201
Balance as at 31 March 202190,61050,5858,452149,647
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the
Financial Statements.
Group financial statements
26
| GREEN CROSS HEALTH
Consolidated statement
of financial position
As at 31 March 2021
ASSETSNote2021
$’000
2020
$’000
Current assets
Cash and cash equivalents37,302 33,899
Trade and other receivables1038,933 43,107
Inventories30,388 34,720
Income taxes refundable101,831-
Total current assets108,454 111,726
Non-current assets
Property, plant and equipment1119,517 22,227
Right-of-use assets1276,355 86,090
Intangible assets13140,815 133,524
Deferred tax asset1412,018 16,055
Investments accounted for using the equity method157,724 6,988
Total non-current assets256,429 264,884
Total assets364,883376,610
LIABILITIES
Current liabilities
Trade payables and accruals16106,177 90,652
Income taxes payable16- 1,186
Borrowings172,035 3,359
Lease liabilities1213,570 13,705
Total current liabilities121,782 108,902
Non-current liabilities
Borrowings1722,338 53,114
Lease liabilities1271,116 79,875
Total non-current liabilities93,454 132,989
Total liabilities215,236 241,891
Net assets149,647134,719
EQUITY
Share capital90,61090,610
Retained earnings50,585 33,802
Total equity attributable to shareholders of the Parent141,195124,412
Non-controlling interest8,452 10,307
Total equity149,647 134,719
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the
Financial Statements.
Annual Report 2021 |
27
Consolidated statement
of cash flows
For the year ended 31 March 2021
Note2021
$’000
2020
$’000
Cash flows from operating activities
Dividend received15797 653
Receipts from customers574,576 561,500
Interest received84 114
Payments to suppliers and employees(497,800)(498,508)
Income taxes paid(6,720)(9,456)
Net cash inflow from operating activities1870,937 54,303
Cash flows from investing activities
Purchase of property, plant, equipment and software intangibles(4,971)(7,264)
Acquisition of interests in equity accounted investments(128)(26)
Acquisition of interests in subsidiaries and non-controlling interests5(7,980)(3,546)
Net cash outflow from investing activities(13,079)(10,836)
Cash flows from financing activities
Proceeds from borrowings2,712 19,299
Repayment of borrowings(34,812)(11,944)
Payment of lease liabilities(14,498)(13,778)
Interest expense(1,094)(1,787)
Interest expense - leases(5,166)(5,678)
Dividends to non-controlling interest(1,475)(2,333)
Dividend paid-(10,039)
Net cash outflow from financing activities(54,333)(26,260)
Net increase in cash and cash equivalents3,525 17,207
Cash and cash equivalents at the beginning of the financial year33,89916,652
Cash acquired: business combinations5(122)40
Cash and cash equivalents at end of year37,30233,899
Reconciliation of closing cash and cash equivalents to the consolidated statement of
financial position:
Cash and cash equivalents37,30233,899
Closing cash and cash equivalents37,30233,899
Group financial statements
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 28 to 51 form part of the
Financial Statements.
28
| GREEN CROSS HEALTH
Notes to the consolidated
financial statements
For the year ended 31 March 2021
1. Reporting entity
Green Cross Health Limited (the “Parent” or
the “Company”) is a New Zealand company
registered under the Companies Act 1993
and is an FMC entity for the purposes of the
Financial Reporting Act 2013 and the Financial
Markets Conduct Act 2013. The Financial
Statements have been prepared in accordance
with these Acts. The Company is listed on the
NZX Main Board (“NZX”).
The consolidated financial statements of Green
Cross Health Limited comprise the Parent, its
subsidiaries, and its interest in associates and joint
ventures (together referred to as the “Group”).
2. Basis of preparation of
financial statements
(a) Statement of compliance
The financial statements have been prepared
in accordance with New Zealand Generally
Accepted Accounting Practice (“NZ GAAP”).
They comply with New Zealand equivalents
to International Financial Reporting Standards
(“NZ IFRS”), and other applicable Financial
Reporting Standards, and authoritative notices
as appropriate for a Tier one for profit entity.
They also comply with International Financial
Reporting Standards.
The financial statements were approved by the
Board of Directors on 27 May 2021.
(b) Basis of measurement
The financial statements of the Group are
prepared under the historical cost basis unless
otherwise noted within the specific accounting
policies below.
(c) Changes in accounting policies
The Group has consistently applied the following
accounting policies to all periods presented in
these consolidated financial statements, except
as mentioned below.
The Group has early adopted COVID-19
Related Rent Concessions - Amendments
to IFRS 16 issued on 28 May 2020. The
amendment introduces an optional practical
expedient for leases in which the Group is
a lessee - i.e. for leases to which the Group
applies the practical expedient, the Group is
not required to assess whether eligible rent
concessions that are a direct consequence
of the COVID-19 pandemic are lease
modifications. The Group has applied the
amendment retrospectively. The amendment
has no impact on retained earnings as at
1 April 2020.
The Group negotiated rent concessions with
its landlords for the majority of its property
leases as a result of the severe impacts of
the COVID-19 pandemic during the period.
The Group applied the practical expedient for
COVID-19 related rent concessions consistently
to eligible rent concessions relating to its
property leases.
The amount credited to the consolidated
statement of comprehensive income for the
reporting period to reflect changes in lease
payments arising from rent concessions to
which the Group has applied the practical
expedient is $1.2m (2020: nil)
(d) Comparatives
Where appropriate, comparative information
has been reclassified to conform to the current
period’s presentation.
(e) Functional and presentation currency
These financial statements are presented in
New Zealand dollars ($), which is the functional
currency of the entities of the Group. All financial
information presented in New Zealand dollars
has been rounded to the nearest thousand.
(f) Significant estimates and judgments
The preparation of financial statements
in conformity with NZ IFRS requires the
Directors to make judgments, estimates and
assumptions that affect the application of
policies and reported amounts of assets,
liabilities, income and expenses. The estimates
and associated assumptions are based on
historical experience and various other factors
Annual Report 2021 |
29
that are believed to be reasonable under the
circumstances, the results of which form the
basis for making judgments about carrying
values of some assets and liabilities. Actual
results may differ from these estimates.
In authorising the financial statements for the
year ended 31 March 2021, the Directors have
ensured that the specific accounting policies
necessary for the proper understanding of
the financial statements have been disclosed,
and that all accounting policies adopted are
appropriate for the Group’s circumstances and
have been consistently applied throughout the
year for all Group entities for the purposes of
preparing the consolidated financial statements.
The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in
the period in which the estimate is revised if
the revision affects only that period, or in the
period of revision and future periods if the
revision affects both current and future periods.
Information about the significant areas of
judgment exercised or estimation in applying
accounting policies that have had a significant
impact on the amounts recognised in the
financial statements are described as follows:
(i) Classification of investments
Classifying investments as either subsidiaries,
associates or joint ventures requires the
Directors to assess the degree of influence
which the Group holds over the invested. In
arriving at a conclusion the Directors take into
account the constitutional structure of the
invested, governance arrangements, current
and future representation on the Board of
Directors, and all other arrangements which
might allow influence over the operating and
financial policies of the invested.
(ii) Impairment of goodwill and indefinite life
intangible assets
The carrying values of goodwill and intangible
assets with an indefinite useful life, are
assessed at least annually to ensure that they
are not impaired. This assessment requires
the Directors to estimate future cash flows
to be generated by cash generating units to
which goodwill and intangible assets with
indefinite useful lives have been allocated.
Estimating future cash flows entails making
judgments including the expected rate of
growth of revenues and expenses, margins
and market shares to be achieved, and the
appropriate rate to apply when discounting
future cash flows. Note 13 of these financial
statements provides more information on the
assumptions the Directors have made in this
area and the carrying values of goodwill and
indefinite life intangible assets. As the outcomes
in the next financial period may be different to
the assumptions made, it is impracticable to
predict the impact that could result in a material
adjustment to the carrying amount.
(iii) Accounting for leases under NZ IFRS 16
In determining the right of use assets and lease
liabilities a number of estimates and judgments
have been made by management. These
include determining the applicable incremental
borrowing rates and assessment of the lease
terms, including any rights of renewal and
whether it is reasonably certain they will be
exercised. See note 12.
(iv) COVID-19 pandemic
On 11 March 2020 the World Health
Organisation declared a global pandemic as a
result of the outbreak and spread of COVID-19.
Following this, on Wednesday 25 March 2020
the New Zealand Government raised its Alert
Level to 4 (full lockdown of non-essential
services) for an initial 4 week period. A number
of the Group’s pharmacies, medical centres and
its homecare operations continued to operate
in a reduced capacity during level 4 due to
the essential nature of their activities and the
service they provide to the community.
The Board note the high level of business
uncertainty that continues to exist in relation
to the impacts of the COVID-19 pandemic
including the possibility of business disruption,
erosion of consumer spending and further
government-imposed lockdowns. There are no
provisions in these statements for the financial
impacts of COVID-19.
Notes to the consolidated financial statements
30
| GREEN CROSS HEALTH
2. Basis of preparation of
financial statements
(continued)
(g) Subsidiaries
Subsidiaries are entities that are controlled by
the Group. Control exists when the Group is
exposed to, or has rights to, variable returns
from its involvement in the investee and has the
ability to affect those returns through its power
over the investee. Power arises when the Group
has existing rights to direct the relevant activities
of the investee, i.e. those that significantly affect
the investee’s returns. Control is assessed on a
continuous basis.
The Group consolidates the results of its
subsidiaries from the date that control
commences until the date on which control
ceases. At such point as control ceases, it
derecognises the assets, liabilities and any
related non-controlling interests and other
components of equity. Any interest retained in
the former subsidiary is measured at fair value
when control is lost.
The Group’s ownership interests in subsidiaries
ranges from 25% to 100% (2020: 25% to
100%). The Group consolidates 30 out of 42
entities where it holds less than half of the
voting rights. This is on the basis that the
Group’s contractual arrangements with these
entities result in them meeting the definition of
being subsidiaries as set out above.
(h) Non-controlling interests
Non-controlling interests are present ownership
interests and are initially measured at either
fair value or the non-controlling interests’
proportionate share of the acquiree’s identifiable
net assets. The choice of measurement basis
is determined on a transaction-by-transaction
basis. Under the proportionate interest method,
goodwill is not attributed to the non-controlling
interest and the Group recognises only its share
of goodwill whereas under fair value, the non-
controlling interest includes its proportionate
share of goodwill.
Changes in the Group’s interest in a subsidiary
that do not result in a change in the control
conclusion are accounted for as transactions
with equity holders in their capacity as
equity holders.
While the group has 45 (2020: 44) subsidiaries
with non-controlling interests, there are no
subsidiaries with individually material
non-controlling interest.
(i) Transactions eliminated on consolidation
Intra-group balances, and any unrealised
income and expenses arising from intra-group
transactions, are eliminated in preparing the
consolidated financial statements. Unrealised
gains arising from transactions with equity
accounted investees are eliminated against the
investment to the extent of the Group’s interest in
the investee. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
(j) Goods and services tax (GST)
The statement of comprehensive income
has been stated so that all components are
exclusive of GST. All items in the statement of
financial position are stated net of GST with the
exception of receivables and payables, which
include GST invoiced.
(k) Statement of cash flows
The statement of cash flows has been prepared
using the direct method subject to the netting of
certain cash flows.
Cash flows in respect of investments and
borrowings that have been rolled-over under
arranged banking facilities have been netted in
order to provide meaningful disclosures.
Cash and cash equivalents comprise cash
balances and call deposits. Bank overdrafts
that are repayable on demand and form an
integral part of the Group’s cash management
are included as a component of cash and cash
equivalents for the purpose of the statement of
cash flows.
Annual Report 2021 |
31
Operating activities include all cash received
from all revenue sources and all cash
disbursed for all expenditure sources including
taxation refunds or payments and other
transactions that are not classified as investing
or financing activities.
Investing activities reflect the acquisition and
disposal of property, plant and equipment
and intangibles, loans to associates, and
investments in associates, subsidiaries and
joint ventures.
Financing activities reflect changes in
borrowings and equity.
(l) Inventory
Inventories are measured at the lower of cost
and net realisable value. The cost of inventories
is based on a weighted average principle, and
includes expenditure incurred in acquiring the
inventories, production or conversion costs and
other costs incurred in bringing them to their
existing location and condition.
(m) Government grants
Grants that compensate the Group for
expenses incurred are recognised in profit
and loss as other income on a systematic
basis in the periods in which the expenses
are recognised.
3. New standards and
interpretations issued and
not yet effective
A number of new standards, amendments
to standards and interpretations are not yet
effective for the year ended 31 March 2021.
These have been assessed for applicability to
the Group and the Directors have concluded
that they will not have a significant impact
on future financial statements, except for
amendment to NZ IAS 1 Classification of
Liabilities was early adopted by the Group in
the prior year.
4. Segment reporting
The Group has three reportable segments:
pharmacy services, medical services and
community health. The pharmacy services
segment provides retail and dispensary
services, the medical services segment
provides GP, nursing and urgent care services
and the community health segment provides in
home and community care.
The Group’s main operations are in the
pharmacy industry providing pharmacy
services through consolidated stores, equity
accounted investments and franchise stores.
The medical services segment includes
fully owned and equity accounted medical
centres, and support services provided to
these medical centres, as well as medical
centres outside the Group. The community
health segment provides services direct to the
community to support independent living.
The Board monitors the various revenue
streams within each reportable segment
separately however, they do not meet the
criteria for separate disclosure due to
the following:
• Aggregation of the operating segments
within each reportable segment is
consistent with the core principle of NZ
IFRS 8, i.e. aggregating will not distort the
interpretation of the financial statements for
the users;
• The operating segments within each
reportable segment share the same
economic characteristics; and
• The nature of the products and services,
and the nature of the regulatory environment
are the same for the operating segments.
Notes to the consolidated financial statements
32
| GREEN CROSS HEALTH
4. Segment reporting (continued)
Operating segments
Information about reportable segments
March 2021NotePharmacy
Services
$’000
Medical
Services
$’000
Community
Health
$’000
Corporate
$’000
Total
$’000
External revenues6.1307,743 81,687 170,181 - 559,611
Other income*9,0954661,230-10,791
Total revenue316,838 82,153 171,411 - 570,402
Cost of products sold(188,007)- - - (188,007)
Employee benefit expense**(59,233)(58,779)(159,281)-(277,293)
Lease expenses(2,004)(143)(60)- (2,207)
Other expenses**(26,825)(10,943)(5,706)(2,084)(45,558)
Depreciation and amortisation(6,233)(1,042)(785)- (8,060)
Depreciation - leases(10,507)(3,015)(1,816)- (15,338)
Impairment(197)-(45)- (242)
Share of equity accounted net
earnings314 1,091 - - 1,405
Segment Profit24,146 9,322 3,718 (2,084)35,102
Interest income84
Interest expense(1,094)
Interest expense - leases(5,166)
Profit before tax28,926
Tax expense(7,890)
Profit after tax21,036
Non-controlling interest(4,284)
Net profit attributable to the
shareholders of the Parent 16,752
Reportable segment assets269,998 64,181 41,807(11,103)364,883
Reportable segment liabilities136,936 54,454 34,949 (11,103)***215,236
*Other income includes government wage subsidies received of $9.1m within Pharmacy services, $0.5m Medical services and $1.2m
Community Health under the New Zealand Government’s wage subsidy scheme available to eligible businesses impacted by the
COVID-19 pandemic.
**An objective review of costs has been carried out which has resulted in a change in the way some costs are allocated between segments. In
the current year this change has impacted each division by +$2.6m Pharmacy, -$1.4m Medical and -$1.2m Community Health. Total operating
profit for the Group remains unchanged.
***Intersegmental elimination.
Annual Report 2021 |
33
March 2020NotePharmacy
Services
$’000
Medical
Services
$’000
Community
Health
$’000
Corporate
$’000
Total
$’000
External revenues6.1336,449 76,509 155,573 - 568,531
Total revenue336,449 76,509 155,573 - 568,531
Cost of products sold(195,386)- - - (195,386)
Employee benefit expense*(59,824)(55,339)(145,947)-(261,110)
Lease expenses(2,897)(392)(236)- (3,525)
Other expenses*(31,351)(10,791)(5,733)(1,992)(49,867)
Depreciation and amortisation(6,323)(1,330)(913)- (8,566)
Depreciation - leases(11,097)(2,957)(1,575)- (15,629)
Impairment(4,672)--- (4,672)
Share of equity accounted net
earnings314 902 - - 1,216
Segment Profit25,2136,602 1,169 (1,992)30,992
Interest income114
Interest expense(1,787)
Interest expense - leases(5,678)
Profit before tax23,641
Tax expense(6,689)
Profit after tax16,952
Non-controlling interest(3,462)
Net profit attributable to the
shareholders of the Parent 13,490
Reportable segment assets294,818 59,843 30,236 (8,287)376,610
Reportable segment liabilities169,235 54,176 26,768 (8,287)**241,892
*An objective review of costs has been carried out which has resulted in a change in the way some costs are allocated between segments. In
the prior year this change has impacted each division by +$2.7m Pharmacy, -$1.4m Medical and -$1.3m Community Health. Total operating
profit for the Group remains unchanged.
**Intersegmental elimination.
Notes to the consolidated financial statements
34
| GREEN CROSS HEALTH
5. Business combinations
Business combinations acquired during the year include; Tui Medical Centre Limited, Gabriel Medical Practice,
Richmond Health Centre and Cambridge Pharmacies. None of these acquisitions are individually material to the
Group’s result.
Carrying value
$’000
Fair value
$’000
Identifiable assets acquired and liabilities assumed
Total assets840 840
Total liabilities(341)(341)
Identifiable net assets499 499
Consideration transferred
Satisfied by:
Cash consideration 7,980
Deferred consideration 1,048
Total consideration9,028
Less cash acquired (included in assets above) (122)
Net consideration 8,906
Goodwill
Goodwill recognised as a result of the acquisitions is as follows:
Total consideration9,028
Identifiable net assets(499)
Goodwill8,529
The amount of revenue included in the consolidated statement of comprehensive income is $1.1 million with a net
profit after tax of $0.2 million in respect of the entities acquired during the year.
Annual Report 2021 |
35
6. Operating performance
6.1 Revenue
Revenue from contracts with customers:
2021
$’000
2020
$’000
Pharmacy retail and dispensary280,553 298,261
Other pharmacy services27,190 38,188
Medical services81,687 76,509
Community health170,181 155,573
559,611 568,531
Disaggregation of contract revenueReportable segments
Pharmacy
Services
$’000
Medical
Services
$’000
Community
Health
$’000
Total
$’000
Year ended 31 March 2021
Timing of revenue recognition
Transferred at a point in time297,936 33,516 121,258 452,710
Transferred over time9,807 48,171 48,923 106,901
307,743 81,687 170,181559,611
Year ended 31 March 2020
Timing of revenue recognition
Transferred at a point in time324,159 35,315 108,393 467,867
Transferred over time12,290 41,194 47,180 100,664
336,449 76,509 155,573 568,531
Pharmacy retail and dispensing services
Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services. For
all these services control is considered to pass to the customer at the point when the customer can use or otherwise
benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are predominantly by
credit card, debit card or in cash.
The Group operates its own Living Rewards loyalty programme. When a retail sale is made and points are earned,
the resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount
allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under
the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.
Other pharmacy services
These mainly include franchise fees and supplier income. Control for franchise services pass over time as the services
are delivered over the term of the franchise agreement. Payment terms for franchise fees is generally 20 to 30 days.
Supplier income is earned, as promotional services are rendered over a specified time period by the Group. Payment
terms are generally 20 to 30 days.
Medical services
Medical services include capitation and health services and patient fees. Control for capitation and health services
passes over time as the healthcare services are delivered to the patient over a certain time period. Payments terms
are generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when service
has been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.
Notes to the consolidated financial statements
36
| GREEN CROSS HEALTH
6. Operating performance (continued)
Community health services
Community health services consist primarily of community health and support services. Control passes to the
customer as the services are delivered and simultaneously consumed by the customer. Payment terms are generally
30 to 60 days.
Contract assets and contract liabilities
Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.
When the customer has been invoiced, any outstanding balances are included in receivables. Contract liabilities
reflect payments received for services that have not yet been provided and the payments will be recognised as
revenue over time.
Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised
over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria
under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.
Contract balances
The following table provides information, about receivables, contract assets and contract liabilities from contracts
with customers:
Significant changes in the contract assets and the contract liabilities during the period are as follows:
As at 31 March 2021, the amount of revenue deferred and recognised as a contract liability for the loyalty programme
is $7.2m. This will be recognised as revenue as the loyalty points are redeemed or expire, which is expected to occur
over the next fifteen months.
31 Mar 2021
$’000
31 Mar 2020
$’000
Trade receivables which are included in trade and other receivables24,180 25,257
Contract assets13,834 14,273
Contracts liabilities(7,994)(6,019)
20212020
Contract
assets
Contract
liabilities
Contract
assets
Contract
liabilities
Revenue recognised that was included in the contract liability balance
at the beginning of the period-6,019- 5,072
Transfer from contract assets recognised at the beginning of the
period to receivables
14,273 - 11,561 -
Annual Report 2021 |
37
6.2 Operating expenditure2021
$’000
2020
$’000
Cost of products sold 188,007 195,387
Employee benefit expense 277,293261,110
Lease expenses2,207 3,525
Other expenses44,070 48,225
Audit fees244 233
Other services provided by auditors124 140
Directors’ fees in respect of the Parent company 411 431
Directors’ fees in respect of the subsidiary companies224 244
Bad debts written off and movement in doubtful debt provision485594
513,065 509,889
Auditor’s remuneration to KPMG comprises:
Annual audit of financial statements229233
Annual audit of financial statements – prior year15-
244233
Other services provided by auditors:
Taxation services124 140
124140
Tax services relate to compliance and related services.
7. Income tax expense
Note2021
$’000
2020
$’000
Current tax expense(3,853)(8,829)
Deferred tax benefit/(expense)14(4,037) 2,140
Total current tax(7,890)(6,689)
Imputation credit account:
Available for use in subsequent periods $21.8m (2020: $10.1m).
Numerical reconciliation between tax expense and pre-tax accounting profit
Profit before tax28,926 23,641
Income tax expense at 28%(8,099)(6,619)
(Add)/Deduct the tax effect of adjustments:
Non deductible write-offs-(385)
Other209 315
(7,890)(6,689)
Notes to the consolidated financial statements
38
| GREEN CROSS HEALTH
7. Income tax expense (continued)
Taxation accounting policy
Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to
an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive
income or equity.
Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for
any under or over accrual in respect of prior periods.
Deferred tax is recognised using the balance sheet approach, allowing for temporary differences between the carrying
amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A deferred
tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related benefit will be realised.
8. Earnings per share
The earnings per share, and dividend per share is calculated using the Group’s result divided by the weighted average
number of shares for the listed entity, Green Cross Health Limited.
2021
cents per
share
2020
cents per
share
Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year of 143,152,759 (2020: 143,152,759).11.709.42
Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year after adjustment for the effects of all dilutive ordinary shares
of 143,302,759 (2020: 143,394,426).
11.699.41
Net tangible (liabilities)/assets per share
The calculation of net tangible assets per share is based on net assets less deferred
tax and intangible assets (refer note 13 and note 14) and the closing number of
ordinary shares at the end of the year.
(2.23)(10.38)
Net assets per share
The calculation of net assets per share is based on net assets and the closing
number of ordinary shares at the end of the year.
104.5494.11
Annual Report 2021 |
39
9. Dividends
2021
cents per
share
2020
cents per
share
Dividends per share- 7.00
No interim or final dividend has been paid in the current financial year (2020: 3.5 cents per qualifying ordinary
shares in December 2019 and 3.5 cents in June 2019).
10. Trade and other receivables and income taxes receivable
2021
$’000
2020
$’000
Trade receivables24,180 25,257
Provision for doubtful debts(1,511)(1,070)
Contract assets13,834 14,273
Accrued income534 2,534
Other receivables and prepayments1,8962,113
38,933 43,107
Income taxes refundable1,831 -
11. Property, plant and equipment
2021
$’000
2020
$’000
Opening cost79,319 75,112
Acquisitions through business combinations275146
Additions4,204 5,010
Disposals(1,282)(949)
Closing cost82,516 79,319
Opening accumulated depreciation58,66753,143
Depreciation for the period5,9216,029
Disposals(1,048)(505)
Closing accumulated depreciation63,540 58,667
Closing book value18,976 20,652
Work in progress5411,575
Total property, plant and equipment19,51722,227
Notes to the consolidated financial statements
40
| GREEN CROSS HEALTH
11. Property, plant and equipment (continued)
Property, plant and equipment accounting policy
Property, plant & equipment owned by the Group consists primarily of leasehold improvements and is stated at cost
less accumulated depreciation and any impairment losses. Property, plant & equipment acquired in stages is not
depreciated until the asset is ready for its intended use.
Depreciation is provided on a straight-line basis on all property, plant & equipment components to allocate the cost of
the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the lease if
shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.
Current estimated useful lives of property, plant and equipment are between two and twelve years.
Subsequent expenditure capitalised only if it is probable that future economic benefit associated with the expenditure
will flow to the Group. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the asset
is disposed of.
12. Leases
As a lessee
The Group’s leased assets include property leases for pharmacies, medical centres and offices. The lease terms of
these leases typically range from 2 to 30 years (inclusive of any renewal options). Some leases provide for additional
rent payments that are based on changes in CPI or market rental rates. The Group also leases motor vehicles and
equipment, which typically run for a period of 3 to 5 years.
As a lessee, the Group recognises right-of-use assets and lease liabilities for the majority of its leases – i.e. these leases
are on-balance sheet.
The carrying amounts of right-of-use assets and lease liabilities are as below:
Right-of-use assetsProperty
$’000
Motor Vehicles
$’000
Equipment
$’000
Total
$’000
2021
Balance as at 1 April 202083,7051,3451,04086,090
Balance as at 31 March 202175,283626446 76,355
Depreciation14,025719594 15,338
2020
Balance at 1 April 201988,9332,0151,95992,907
Balance at 31 March 202083,7051,3451,040 86,090
Depreciation14,202734694 15,630
Additions to property of $3.3m (2020: $11.4m) have been made to right-of-use assets during the current year.
Annual Report 2021 |
41
Lease liabilitiesProperty
$’000
Motor Vehicles
$’000
Equipment
$’000
Total
$’000
2021
Balance at 1 April 202091,0931,4071,080 93,580
Balance as at 31 March 202183,513686487 84,686
2020
Balance at 1 April 201994,5742,0151,95998,548
Balance at 31 March 202091,0931,4071,080 93,580
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment
losses and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as
the discount rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease
payment made. It is re-measured when there is:
• A change in future lease payments arising from a change in an index or rate; or
• A change in the estimate of the amount expected to be payable under a residual value guarantee; or
• Changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised; or
• Any other change in the future lease payments or the lease term due to a lease modification that’s not
accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that
include renewal options. The assessment of whether the Group is reasonably certain to exercise such options
impact the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.
Maturity analysis of contractual undiscounted cash flows2021
$’000
2020
$’000
Less than one year16,86217,474
Two to five years43,33146,536
More than five years50,67860,124
110,871124,134
As a lessor
The Group sub-leases some of its properties. The right-of-use assets recognised from the head leases are measured
at cost. The sub-lease contracts are classified as operating leases under NZ IFRS 16.
Notes to the consolidated financial statements
42
| GREEN CROSS HEALTH
13. Intangible assets
Note2021
$’000
2020
$’000
Software and other intangible assets
Opening cost17,687 20,276
Additions1,112 1,261
Disposals(651)(321)
Assets written-off(673)(3,529)
Closing cost17,47517,687
Opening accumulated amortisation11,405 9,105
Amortisation for the period2,1392,536
Disposals(447)(3)
Assets written-off/impairment(431)(233)
Closing accumulated amortisation12,66611,405
Closing book value4,809 6,282
Goodwill
Opening costs127,242 126,492
Other acquired goodwill295200
Additions5 8,529 1,926
Disposals (60)(1,376)
Closing cost136,006 127,242
Total intangible assets140,815 133,524
Intangible assets accounting policy
Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment
losses with the exception of goodwill (see below).
Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.
Amortisation is provided on a straight-line basis for software to allocate the cost of the asset (less any residual value)
over its useful life. The residual values and remaining useful lives of software are reviewed at least annually. Other
intangible assets represent franchisee store rebranding costs and have an indefinite life.
Estimated useful lives of the asset classes are:
Software 3 - 5 years
Subsequent expenditure is capitalised if future economic benefit will flow to the Group and the requirements of the
standard are met. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which
the intangible asset is disposed of.
Intangible assets disclosed in the financial statements relate to computer software, trademarks and other indefinite life
intangible assets. Indefinite life intangible assets are tested annually for impairment.
Internally developed software in the amount of $3.3m was impaired in the prior year as a result of a strategic review of
existing projects.
Annual Report 2021 |
43
Goodwill accounting policy
Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the purchase consideration over
the fair value of the net identifiable tangible and intangible assets at the time of acquisition.
Goodwill is allocated to the relevant cash generating units expected to benefit from the acquisition and tested for
impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.
If the recoverable amount is less than the carrying amount of the cash generating unit then an impairment loss is
recognised in profit and loss and the carrying amount of the asset is written down. Recoverable amount is calculated
as the greater of the fair value less cost to sell and value in use.
The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any
gain or loss on disposal.
Impairment testing
Discounted cash flow (DCF) models have been based on three-year forecast cash flow projections. The budget for
the year-ending 31 March 2022 is the basis for the first year’s projections and projections for subsequent periods
have been based on the Group’s three-year Outlook. Terminal cash flows are projected to grow in-line with the
New Zealand long-term inflation rate.
The discount rate was a post-tax measure based on the rate of 10-year government bonds issued by the
government in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect
both the increased risk of investing in equities generally and the systematic risk of the specific CGU.
Pharmacy
Services
Medical
Services
Community
Health
Impairment test assumptions 2021
Discount rate – post tax8.23%8.50%9.57%
Terminal growth rate1.50%1.50%1.50%
Carrying amount of goodwill allocated to the unit ($000)76,875 40,070 19,061
Carrying value of other intangible assets with indefinite useful lives ($000)2,048 - -
Impairment test assumptions 2020
Discount rate – post tax9.43%7.93%9.50%
Terminal growth rate1.50%1.50%1.50%
Carrying amount of goodwill allocated to the unit ($000)74,513 33,667 19,061
Carrying value of other intangible assets with indefinite useful lives ($000)2,048 - -
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the
lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill is
allocated across all operations within a division that have similar economic characteristics and collectively benefit from
acquisitions that increase the Group’s portfolio.
Sensitivities
No impairment was identified for Pharmacy services, Medical services or Community Health services as a result of
this review, nor under any reasonable possible change, in any of the key assumptions described above.
Notes to the consolidated financial statements
44
| GREEN CROSS HEALTH
14. Deferred tax asset
The movement in deferred tax asset and liability during the year is made up of the following:
Opening
$’000
Recognised in
profit or loss
$’000
Closing
$’000
Group - 2021
Property, plant and equipment2,288 29 2,317
Provisions and accruals6,785 1376,922
Tax losses4,885 (4,439) 446
Right-of-use assets(24,105)2,726 (21,379)
Lease liabilities26,202 (2,490)23,712
16,055(4,037)12,018
Group – 2020
Property, plant and equipment2,257 31 2,288
Provisions and accruals7,004 (219)6,785
Tax losses3,650 1,235 4,885
Right-of-use assets*(26,589)2,484 (24,105)
Lease liabilities27,593 (1,391)26,202
13,9152,14016,055
*Opening balance includes the deferred tax impact of IFRS16 adoption
Annual Report 2021 |
45
15. Equity accounted group investments
Note2021
$’000
2020
$’000
The movement in equity accounted investments comprises:
Opening carrying amount6,9886,399
Investment in associates and joint ventures12826
Share of net earnings1,4051,216
Dividends21(797)(653)
7,724 6,988
There are no individually material associates or joint ventures.
Amount of goodwill within the carrying amount of equity accounted group investments:
Opening carrying amount4,024 4,024
Closing carrying amount4,024 4,024
Summary associate and joint venture financial information
The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:
Assets
$’000
Liabilities
$’000
Revenue
$’000
Net profit
after tax
$’000
As at and for the year ended 31 March 202116,3529,30551,7084,326
As at and for the year ended 31 March 202015,7908,61452,4983,269
Investments in associates and joint ventures accounting policy
An associate is an investee over which the Group has significant influence, which is the power to participate in the
financial and operating policy decisions of the investee but not to control or jointly control those policies.
A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the
net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which
only exists when decision about the relevant activities require the unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements
of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group
financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other
comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate
or joint venture investment is included in the carrying amount of the investment net of dividends received. Where
the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint
venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to
continue doing so. The equity method is discontinued where the Group ceases to exert significant influence or joint
control over the investee.
Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group. Where
a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies of the
Group, the most significant of these being the recognition of deferred tax.
Notes to the consolidated financial statements
46
| GREEN CROSS HEALTH
16. Trade and other payables and income taxes payable
Payables and accruals2021
$’000
2020
$’000
Trade payables38,228 39,478
Payable to non-controlling interest7,8752,941
Contract liabilities7,994 6,019
Accrued expenses25,228 18,409
Employee entitlements26,852 23,805
106,177 90,652
Income tax payable- 1,186
Employee entitlements accounting policy
Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised
as a liability when benefits are earned by employees but not paid at the reporting date.
17. Borrowings
2021
$’000
2020
$’000
Current2,035 3,359
Non-current22,338 53,114
24,373 56,473
The Group’s interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin. The
current interest rate is between 2.25% and 3.96% (2020: 2.50% - 4.66%). A 0.5% increase/decrease in the effective
interest rate would result in a decrease/increase in after tax profit of $88,000.
Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of BNZ covering
all loans held by the Parent and subsidiary companies. Loans within partnership subsidiaries are covered by a GSA
agreement over the individual business assets.
Security has also been provided by Green Cross Health Limited in favour of ANZ in relation to one Pharmacy subsidiary.
The Group’s primary lender is the BNZ. As at balance date, the Group has undrawn banking facilities of $41m (2020:
$10m). The maturity of the debt facility with BNZ is 22 August 2022.
Borrowings and advances accounting policy
Borrowings and advances are initially recognised at fair value, including directly attributable transaction costs.
Subsequent to initial recognition, borrowings and advances are measured at amortised cost using the effective
interest method, less any impairment losses on advances.
Annual Report 2021 |
47
18. Operating cash flow reconciliation
2021
$’000
2020
$’000
Profit after tax for the year21,036 16,952
Add/(deduct) non-cash items:
Depreciation, amortisation and impairment23,640 28,867
Other non-cash items2,2306,754
Add/(deduct) changes in working capital items:
Receivable and accruals movement4,174 (7,031)
Inventory 4,332(1,916)
Payables and accruals movements15,525 10,677
Net cash inflow from operating activities70,937 54,303
19. Shares on issue
2021
’000
2020
’000
Shares authorised and on issue
Opening number of shares143,303 143,486
Shares issued – fully paid- -
Shares issued – partly paid- -
Shares cancelled – partly paid- (183)
143,303 143,303
Shares held as treasury stock(150)(150)
143,153143,153
All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.
Treasury stock
The redeemable ordinary shares held by Life Pharmacy Trustee Company Limited to satisfy the Senior Management
incentive schemes have not been included in the calculation of the total number of shares issued by the Group as
these shares have not been issued externally by the Group.
Share capital
Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised
as a deduction from equity.
Notes to the consolidated financial statements
48
| GREEN CROSS HEALTH
20. Financial instruments
The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and
cash equivalents, borrowings, trade and other receivables and trade and other payables.
Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at
their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions
of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the
financial assets expire or if the Group transfers the financial asset to another party without retaining control or
substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified
in the contract expire or are discharged or cancelled.
Financial assets and financial liabilities are recognised at amortised cost.
Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that
arise in the normal course of operations.
Credit risk
The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented
by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to
any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.
The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal
trade terms (unsecured, to a maximum of 45 days). At any one time, the Group generally has amounts owed to and
amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct
debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly
monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the
ultimate parent financial institution) used by the Group.
The status of trade receivables at reporting date is as follows:
Trade and other receivablesGross receivable
2021
$’000
Impairment
2021
$’000
Gross receivable
2020
$’000
Impairment
2020
$’000
Not past due37,567 - 39,851 -
Past due 0-30 days938 - 1,437 -
Past due 31-120 days428 - 1,819 -
Past due more than 120 days1,511(1,511)1,070(1,070)
Total 40,444 (1,511)44,177 (1,070)
Annual Report 2021 |
49
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity
requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities
to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls.
The following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash
flow basis:
Carrying
value
$’000
Contractual
cash flows
$’000
Less than
one year
$’000
Between one
year and
two years
$’000
Between two
years and
five years
$’000
2021
Borrowings24,373 25,627 2,086 21,049 2,492
Trade and other payables71,331 71,331 71,331- -
Total non-derivative liabilities95,704 96,958 73,417 21,049 2,492
2020
Borrowings56,473 60,909 3,460 1,376 56,073
Trade and other payables60,828 60,828 60,828 - -
Total non-derivative liabilities117,301 121,737 64,288 1,376 56,073
Market Risk
Refer to note 17 for details of the interest rates for the group loans and borrowings, which are the most significant
financial instruments.
Capital management
The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed
capital requirements.
The allocation of capital between its specific business segments’ operations and activities is, to a large extent,
driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific
business segment operations and activities is undertaken independently of those responsible for the operation.
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,
cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2021
and 31 March 2020. The assessment of fair value relating to borrowings was determined by reference to observable
market data (level 2).
Notes to the consolidated financial statements
50
| GREEN CROSS HEALTH
21. Related parties
The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The
Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items
such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.
The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting
services, based on agreed terms, for some of the stores and medical centres.
The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the
return on investment/profit sharing arrangements relating to these investments. Payable to non-controlling interests
represents loans advanced to the Group.
Related party transactions for the group
Transaction valueBalance outstanding
2021
$’000
2020
$’000
2021
$’000
2020
$’000
Franchise fees and on-charged costs to equity accounted
investments117 102 19 9
Management service charges and on charged costs to equity
accounted investments618 703 7541
Dividend income797 653 --
Receivable from other related parties--586458
Key management personnel remuneration
The Group provides compensation to key management personnel which comprises the directors and executive
officers. Some senior executives also participate in the share option scheme. Key management personnel (includes
the Group CEO, the Group CFO, some senior executives and company directors) compensation comprised:
2021
$’000
2020
$’000
Remuneration and Directors fees1,9612,074
Short term employee benefits291 291
Long term incentives111 50
2,363 2,415
Annual Report 2021 |
51
22. Share-based payments
(a) Description of share-based payment arrangements
At 31 March 2021, the Group had the following share-based payment arrangements:
150,000 Redeemable Ordinary Shares (ROS) have been issued by the Parent to Life Pharmacy Trustee Company
Limited as trustee of a trust that holds the shares on behalf of the employees. Each ROS is partly-paid to $0.01 and
carries an entitlement to dividends and voting rights in proportion to the extent paid. On exercise, the ROS are fully paid
and converted into ordinary shares. The total charged to the profit and loss in the period was $0 (2020: $0).
There were no ROS issued to key or senior managers during the 2021 or 2020 financial years.
(b) Reconciliation of outstanding ROS
in thousandsNumber of
instruments
2021
Weighted average
exercise price
2021
Number of
instruments
2020
Weighted average
exercise price
2020
Outstanding at 1 April150 $2.37 333 $1.90
Cancelled during the year- -(183) $1.26
Exercised during the year- - - -
Granted during the year- - - -
Outstanding at 31 March150 2.37150 2.37
Exercisable at 31 March150 2.37150 $2.37
Instruments outstanding at 31 March 2021 had an exercise prices of $2.37 (2020: $2.37) and a weighted average
contractual life of 3 months (2020: 1 year). There were no ROS exercised during the year (2020: nil).
Share based payments accounting policy
Equity-settled share based payments awarded to employees are measured at fair value at the date of grant and are
recognised as an employee expense, with a corresponding increase in equity, over the period from the date of grant
to the date on which the employees become unconditionally entitled to the option. The fair value at grant date is
determined using an appropriate valuation model.
At each reporting date, the Group revises the estimate of the number of options expected to vest. The cumulative
expense is revised to reflect the revised estimate, with a corresponding adjustment to equity.
23. Subsequent events
There have been no subsequent events which require disclosure in these financial statements.
Notes to the consolidated financial statements
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| GREEN CROSS HEALTH
Annual Report 2021 |
53
The current Green Cross Health Limited group structure comprises 141 companies.
The group entities are as follows:
Legal ParentHoldingActivity
Green Cross Health LimitedFranchisor and investment
Controlled entities
280 Queen Street (2005) Limited 43.9%Pharmacy
Access Community Health Limited 100.0%Community Care
Access Health Services Limited 100.0%Non-trading
Albany Pharmacy Limited 49.0%Pharmacy
Alexandra Pharmacy (2013) Limited 48.5%Pharmacy
Amcal Chemists (N.Z.) Limited 100.0%Non-trading
Apollo Pharmacy (2014) Limited 49.6%Pharmacy
Bay of Plenty Pharmacies Limited 100.0%Non-trading
Bayfair Pharmacy (2010) Limited 48.8%Pharmacy
Bayfair Pharmacy Limited 100.0%Non-trading
Baymed Group (2013) Limited 100.0%Medical Centre
Birkenhead Pharmacy (2011) Limited 48.5%Pharmacy
Botany Downs Pharmacy Limited 25.0%Pharmacy
Botany Pharmacy (2016) Limited 49.0%Pharmacy
Browns Bay Pharmacy (2018) Limited 48.5%Pharmacy
Cambridge Pharmacies 2020 Limited30.0%Pharmacy
Care Chemist Limited 100.0%Non-trading
Care Chemist Pakuranga (2008) Limited 49.0%Pharmacy
Centre City Pharmacy (2004) Limited 46.4%Pharmacy
Chemist Express Limited 49.0%Pharmacy
Christchurch Pharmacy (2015) Limited 49.0%Pharmacy
Coastlands Pharmacy (2018) Limited 49.0%Non-trading
Davies Corner Pharmacy Limited 25.0%Pharmacy
Discovery Pharmacy (2016) Limited 49.0%Pharmacy
Dispensaryfirst Limited 100.0%Non-trading
Drury Surgery Limited 60.0%Medical Centre
Endeavour Pharmacy (2016) Limited 49.0%Pharmacy
Fred Thomas Pharmacy (2015) Limited 49.0%Pharmacy
Gascoigne Medical Services Limited 71.2%Medical Centre
Glenfield Mall Pharmacy Limited 48.5%Pharmacy
Green Cross Health Direct Limited 100.0%Non-trading
Green Cross Health Distribution Limited 100.0%Pharmacy
Green Cross Health Investment Limited 100.0%Non-trading
Green Cross Health Medical Limited 100.0%Investment
Green Cross Health Medical Solutions Limited 100.0%Services to medical centres
Group entities
For the year ended 31 March 2021
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| GREEN CROSS HEALTH
Controlled entitiesHoldingActivity
Green Cross Health Primary Limited 100.0%Medical Centre
Green Cross Health Workplace Limited100.0%Health services
Guthries Pharmacy Limited 49.0%Pharmacy
Harbour City Pharmacy (2011) Limited 48.7%Pharmacy
Hastings Pharmacy (2013) Limited 49.5%Pharmacy
Hawkes Bay Pharmacies Limited 49.0%Pharmacy
Health Services Limited 100.0%Investment
Helensville Pharmacy (2008) Limited 48.5%Pharmacy
Highland Park Pharmacy (2009) Limited 48.5%Pharmacy
Hurstmere Pharmacy (2008) Limited 49.0% Pharmacy
Hutt Valley Pharmacies 2014 Limited 48.5%Pharmacy
J-Mall Pharmacy Limited 49.0%Pharmacy
Karori Pharmacies (2020) Limited 49.6%Pharmacy
Knox Pharmacy 2010 Limited 48.5%Pharmacy
Lake Taupo Pharmacy (2008) Limited 48.5%Pharmacy
Levin Pharmacy (2005) Limited 100.0%Non-trading
Life Pharmacy Albany Limited 49.0%Pharmacy
Life Pharmacy Centre Place (2009) Limited 49.0%Pharmacy
Life Pharmacy Limited 100.0%Non-trading
Life Pharmacy Sylvia Park Limited 49.0% Pharmacy
Life Pharmacy Trustee Company Limited 100.0%Non-trading
Life Pharmacy Wall Street Dunedin Limited 49.0%Pharmacy
Manawatu Pharmacies Limited 49.0%Pharmacy
Manners Pharmacy (2016) Limited 49.0%Pharmacy
Manukau Pharmacy (2011) Limited 49.0%Pharmacy
Moorhouse Pharmacy 2003 Limited 25.0%Pharmacy
Motueka Medical (2013) Limited 88.0%Medical Centre
Neptune Pharmacy (2017) Limited 49.0%Pharmacy
New Lynn Pharmacy (2015) Limited 48.8%Pharmacy
New Plymouth Pharmacy (2015) Limited 48.5%Pharmacy
Northlands Pharmacy (2003) Limited 49.6%Pharmacy
Onehunga Medical 2012 Limited 100.0%Medical Centre
Palms Pharmacy (2013) Limited 48.5%Pharmacy
Parklands Pharmacy (2015) Limited 49.0%Pharmacy
Peak Primary Limited 100.0%Non-trading
Plimmer Steps Pharmacy (2018) Limited 49.0%Pharmacy
Pharmacy 277 Limited 49.1%Pharmacy
Pharmacy B102 Limited 48.5%Pharmacy
Pharmacy G101 Limited 49.0%Pharmacy
Pharmacy J104 Limited 49.0%Non-trading
Group entities
(continued)
Annual Report 2021 |
55
Controlled entitiesHoldingActivity
Pharmacy K103 Limited 49.0%Pharmacy
Pharmacy L105 Limited 49.0%Pharmacy
Pharmacy N106 Limited 49.0%Pharmacy
Pharmacy Management Limited 100.0%Investment
Pharmacy Store Holdings Limited 100.0%Investment
Pharmacybrands Limited 100.0%Non-trading
Pharmacybrands On-line Limited 100.0%Non-trading
Queen Street Pharmacy (2015) Limited 49.0%Non-trading
Radius Medical Limited 100.0%Non-trading
Radius Medical Solutions Limited 100.0%Non-trading
Radius Pharmacy Greenmeadows Limited 49.0%Pharmacy
Radius Pharmacy Limited 100.0%Investment
Radius Pharmacy Napier Limited 48.8%Pharmacy
Radius Pharmacy Riccarton Limited 49.0%Pharmacy
Radius Pharmacy Te Rapa Limited 48.8%Pharmacy
Radius Pharmacy Upper Hutt Limited 49.5%Pharmacy
Radius Pharmacy Waikanae Limited 48.5%Pharmacy
Radius Pharmacy Wanganui Limited 49.0%Pharmacy
Radius Ti Rakau Limited 100.0%Medical Centre
Radius Medical Whakatane Properties Limited 100.0%Medical Centre Property
Riccarton Mall Pharmacy 2000 Limited 49.0%Pharmacy
Richmond Health Centre Limited70.0%Medical Centre
RPG Medicine Management Limited 25.0%Pharmacy
Russell Street Pharmacy Hastings (2015) Limited 48.5%Pharmacy
Shirley Pharmacy Limited 100.0%Non-trading
Shore City Pharmacy (2010) Limited 48.5%Pharmacy
Shore City Pharmacy Limited 100.0%Non-trading
Smart Pharmacy Limited 100.0%Non-trading
St Heliers Health Centre Limited 100.0%Medical Centre
St James Pharmacy (2015) Limited49.0%Non-trading
St Lukes Pharmacy Holdings Limited 49.0%Pharmacy
Stokes Valley Pharmacy (2009) Limited 48.5%Pharmacy
Timaru Pharmacy (2013) Limited 48.5%Non-trading
Trident Pharmacy (2017) Limited 49.0%Pharmacy
The Doctors (Coastcare) Limited 100.0%Medical Centre
The Doctors (DFM) Limited 100.0%Non-trading
The Doctors (Hastings) Limited 71.2%Medical Centre
The Doctors (Huapai) Limited 100.0% Medical Centre
The Doctors (Mt Roskill) Limited100.0%Non-trading
The Doctors (New Lynn) Limited 53.7%Medical Centre
Group entities
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Controlled entitiesHoldingActivity
The Doctors (Whangaparaoa) Limited 100.0%Medical Centre
Total Care Health Services Limited 100.0%Health services
Total Health Doctors Limited 100.0%Medical Centre
Tower Junction Pharmacy Limited 48.5%Pharmacy
Unichem Chemists (N.Z.) Limited 100.0%Non-trading
Upper Hutt Health Centre Pharmacy Limited 25.0%Pharmacy
Upper Riccarton Pharmacy Limited 25.0%Non-trading
Waimauku Doctors Limited100.0%Medical Centre
Waiuku Medical Pharmacy (2010) Limited 48.5%Pharmacy
Waiuku Pharmacy (2005) Limited 100.0%Non-trading
Waiuku Pharmacy (2016) Limited 48.7%Pharmacy
Wellington Pharmacy (2016) Limited 49.0%Pharmacy
West City Pharmacy (2010) Limited 48.5%Pharmacy
Whakatane Pharmacies 2021 Limited49.4%Non-trading
Willis Street Pharmacy Limited25.0% Pharmacy
Joint venture entities
Pharmacies Instore Limited 50.0%Retail
Associate entities
Accident & Medical Centre Quaymed Limited 25.0%Medical Centre
Albany Family Medical Centre Limited 50.0%Medical Centre
Huapai Pharmacy (2017) Limited 25.1%Pharmacy
Silverstream Health Centre Limited 49.0%Medical Centre
The Doctors (Green Lane) Limited30.0%Medical Centre
Team Medical at Kapiti Limited 48.8%Medical Centre
The Doctors (Mangere) Limited 36.7%Medical Centre
The Doctors (Massey Medical) Limited 36.7%Medical Centre
The Doctors (Napier) Limited 25.1%Medical Centre
Walls & Roche Royal Oak Pharmacy Limited 25.1%Pharmacy
Investments
Unichem Export Limited 1.0%Wholesale
Group entities
(continued)
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John (Andrew) Bagnall, Non-Executive Director
Andrew Bagnall holds a Commerce Degree from Otago University and an MBA from Michigan State University.
Andrew was a significant investor in Life Pharmacy Limited and following the merger with Pharmacybrands Limited
(later renamed Green Cross Health Limited) has continued to hold a significant shareholding in the merged entity.
In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry establishing and managing
Gullivers Travel Group which became the major distributor of wholesale and retail travel services in New
Zealand. Gullivers Travel Group was eventually listed on the NZX and Australian stock exchanges (“ASX”), and
subsequently sold to ASX listed S8. Andrew was also involved in co-developing one of New Zealand’s first
commercial retirement villages.
Andrew now runs his own private investment company Segoura, which manages investments in various businesses
and he maintains a keen interest in sports car racing.
Andrew was appointed as a Non-Executive Director of the Company in August 2009.
John Bolland, Non-Executive Director
John Bolland has more than 25 years business experience in private equity, senior management and corporate
finance. This includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance,
Audit and Business Advisory. John holds a Bachelor of Commerce from the University of Auckland and is a member
of the New Zealand Institute of Chartered Accountants.
John was appointed as a Non-Executive Director of the Company in August 2009.
Kim Ellis, Independent Chair
Kim was appointed as Independent Chair of the Company in December 2019.
As an executive he had a lengthy leadership career best known for his 13 years at the helm of Waste Management
NZ Ltd, culminating in that company’s sale in 2006.
His earlier appointments encompassed a number of market sectors covering healthcare, manufacturing, distribution,
transport, property, agriculture and fashion.
Since 2006 Kim has been active in governance. Kim is currently Chair of NZ Social Infrastructure Fund; a Director
of Freightways, Port of Tauranga, FSF Management Company and Ballance Agri-Nutrients; Advisor to Ultimate
Care Group and Consultant to Envirowaste Services. He resigned late last year as Chair of Metlifecare following its
controversial takeover by Swedish-based APVG.
Kim holds first class honours degrees in Chemical Engineering and Economics.
Board of Directors
As at 31 March 2021
Annual Report 2021 |
59
Peter Merton, Non-Executive Director
Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New
Zealand and overseas since the early 1980s. His involvement with the Group goes back to the late 1990s, and
he played an active part in the initial industry consolidation when Amcal and Unichem brands merged to form
Pharmacybrands Limited (later renamed Green Cross Health Limited).
Following the merger of Life Pharmacy Limited with Pharmacybrands Limited in 2009, Peter assumed the role of
Chair of the Group, which he relinquished in December 2019. He is also a significant shareholder in the Company
through his interest in Cape Healthcare Limited.
Peter has previously held the roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director
of EBOS Group Limited.
Kenneth Orr, Independent Director
Kenneth Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies
in Northland. Kenneth was a former President of the NZ Pharmacy Guild, which represents the business interests
of community pharmacies. Kenneth was a forming Director of Manaia PHO and now serves on the Audit, Risk &
Finance committee of Mahitahi Hauora that leads primary health care in Northland.
Kenneth joined the Board in September 2009 as an alternate Director and was appointed as an Independent Director
of the Company in March 2012.
Carolyn Steele, Independent Director
Carolyn Steele is a Director of WEL Networks Limited, Ultrafast Fibre Limited, the chair of Halberg Foundation and a
Trustee of the New Zealand Football Foundation. Until 2016, Carolyn was a Portfolio Manager at Guardians of New
Zealand Superannuation, the Crown entity managing the New Zealand Superannuation Fund. Prior to joining the
Guardians in 2010, Carolyn spent ten years in investment banking at Forsyth Barr and Credit Suisse/First NZ Capital.
Carolyn was appointed as an Independent Director of the Company in June 2017.
Peter Williams, Non-Executive Director
Peter Williams is an executive of the Zuellig Group which has significant health care interests in Asia Pacific. In this
capacity he is a Director for a number of companies including, in New Zealand, EBOS Group Limited and C.B. Norwood
Distributors Limited. Peter is also a Director of Cape Healthcare Limited.
Peter was appointed as a Non-Executive Director of the Company in May 2017.
Board of Directors
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Annual Report 2021 |
61
Corporate governance
For the year ended 31 March 2021
Corporate governance and the role of the Board of Directors
The Board understands the importance of good corporate governance in maximising the value of the Company.
Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,
including the NZX Corporate Governance Code.
The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework
within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated
authority for the day-to-day operations of Green Cross Health.
NZX corporate governance code
The Company has reviewed the 2020 NZX Corporate Governance Code and is in compliance with the majority of its
recommendations. The Company is working to ensure that it complies with the Code where practicable.
Compliance with the Principles of the Code is as follows:
Principle 1: Code of ethical behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.
The Company has adopted formal Code of Ethics, Protected Disclosure and Securities Trading Policies, which are
available on the Company’s intranet for employees to access and are included in employee induction.
Further detail on the Code of Ethics and Securities Trading Policy is provided later in this Annual Report.
The Company also has procedures in place to ensure that gifts received by employees and Directors do not result in
inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.
Principle 2: Board composition and performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience
and perspectives.
Board charters and management responsibility
The Board operates under a written Charter and delegates authority to senior management, including the Group CEO
to run the day-to-day operations of the Company.
Director terms of appointment
The Company does not have written terms of appointment for Directors appointed prior to December 2019, which
reflects the long-standing tenure of many of the Directors. However, since December 2019, the Company has
introduced a requirement that all new Directors are provided Terms of Appointment as they are appointed. This
requirement was met for the appointment of the new Chair in December 2019.
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Principle 2: Board composition and performance (continued)
Diversity policy
The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion
of thought within the Company.
The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose
collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.
The Board is proud of the wide-ranging ethnic, cultural and gender diversity across the Group that reflects the
evolving makeup of New Zealand society. The Company believes that this diversity better enables the Group to
meet the needs of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees
and shareholders.
The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance). At this point,
the Company considers the objectives and measurement processes described within the policy are appropriate.
Disclosure of Board and key management gender diversity is provided later in this Annual Report.
Director, board and committee performance
Directors are expected to understand the Company’s operations and determine the professional development that
they require to undertake their duties. Senior management present to the Board on a regular basis on key matters
affecting the Company, enabling Directors to ask for further information and explanation as required.
The Board, led by the Chair, reviews Board and Director performance biennially against the Board Charter in light
of the Company’s changing operating conditions and make improvements to Board processes and meetings when
required changes in Board focus are identified. The last review was conducted in 2020.
The Board reviews the performance of Committees annually against the Committee Charters.
Chair and CEO
The Company complies with the recommendation that the Chair is not the CEO.
Principle 3: Board committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.
Board committees
For the year ended 31 March 2021, the Board had the following Committees:
• Audit and Risk Committee
• Nominations Committee
• Remuneration Committee
• Investment Committee.
These Committees operated under written Charters. Additional information on the role and makeup of these
Committees is provided later in this Annual Report.
Directors who are not members of Committees are welcome to attend meetings if they wish. The Company complies
with the recommendation that Management only attends Committee meetings at the invitation of the Committee.
Annual Report 2021 |
63
Charters for all Committees are reviewed annually and are available on the Company’s website
(www.greencrosshealth.co.nz/governance).
Takeover protocols
The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a
takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters
arising from the proposal, including:
• Preparing the Company’s response to the proposal
• Engaging an independent advisor to advise on the merits of the proposal
• Making a recommendation to shareholders.
Principle 4: Reporting and disclosure
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.
The Board has a written continuous disclosure policy.
The Company complies with the recommendation that Board and Committee charters, Code of Ethics and other key
governance documents are available on the Company’s website. The Interim and audited Annual Reports are also
available on the website (www.greencrosshealth.co.nz/investors).
The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that
financial matters are adequately disclosed in the Company’s reporting. Some non-financial disclosures, such as the
Company’s approach to risk management including health and safety, are included within this Annual Report. The
Board considers this level of disclosure appropriate at this time.
Principle 5: Remuneration
The remuneration of Directors and Executives should be transparent, fair and reasonable.
The Director Fee pool was last approved in 2015 and is currently capped at $500,000. Directors’ fees are informally
benchmarked against market precedents. Further disclosure of the details of Directors’ Fees is included in the Other
Annual Report Disclosures published in this Annual Report.
The Company has a remuneration policy for Directors, Officers and all employees of the Company, which outlines
its remuneration practices. The remuneration policy is available on the Company’s website (www.greencrosshealth.
co.nz/governance).
The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer Group CEO
Remuneration under Other Annual Report Disclosures for the year.
The Company operates a share-based incentive scheme for certain senior managers, which is disclosed further in
note 22 to the Financial Statements.
Principle 6: Risk management
Directors have a sound understanding of the material risks faced by the issuer and how to manage them. The Board
regularly verifies that the issuer has appropriate processes that identify and manage potential and material risks.
The Board is responsible for risk management and internal control and has a framework for identifying,
assessing, controlling, monitoring and reporting on the key risks to the Company’s people, assets, reputation
and business objectives.
Corporate governance
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Principle 6: Risk management (continued)
The Audit and Risk Committee has responsibility for ensuring that the Company’s risk management framework,
policies and procedures are effective and appropriate. The Company maintains a comprehensive Risk Register and
management reports to the Board regularly on health and safety issues and progress on objectives. Risk reporting
software is used to facilitate reporting by employees, capture risks, and escalate them within the Company as
required. The nature of many of the Company’s activities, including dispensing of drugs, operating retail stores,
providing medical treatment, and caring for clients in their homes, makes managing health and safety risks a
significant area of focus within the Group.
The Company is exposed to substantially the same economic, environmental, and social risks as similar businesses
operating in the same sectors in New Zealand. These risks include:
• Competitive pressure from traditional and disruptive competitor business models
• Ongoing impacts from COVID-19, including ‘alert level’ changes impacting business operating conditions
• Labour cost escalation through Government policy changes and labour shortages in particular areas
• Regulatory changes
• Changes to Government and wider health sector funding models.
Principle 7: Auditors
The Board ensures the quality and independence of the external audit process with the Audit & Risk Committee
charter providing a framework for management of the relationship with the external auditor.
The Audit and Risk Committee is tasked with ensuring that the external audit process is independent and of high
quality, including approving any non-audit services provided by the audit firm.
The Committee is also responsible for ensuring that the audit firm or lead audit partner is rotated at least every five
years. The lead audit partner was rotated prior to the 2017 external audit, and will be rotated again prior to the 2022
external audit.
The Company does not have an internal audit function but via the Audit and Risk Committee and the Company’s
external audit process, looks to maintain and improve risk management and internal controls.
The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.
Principle 8: Shareholder rights and relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.
The Company has a website to enable stakeholder access to financial and governance information. Announcements
and Reports are currently available at www.greencrosshealth.co.nz/investors.
Communications from the Company are available electronically through the Company’s share registrar, Computershare.
The Company fully complies with the following recommendations:
• Shareholders have the right to vote on major decisions
• One vote per share
• Annual Meeting notice advised at least 20 business days prior to meeting.
Directors and Officers of the Company attend the Annual Meeting and are available to answer questions
from shareholders.
Annual Report 2021 |
65
Board composition and structure
The Company’s current Board structure consists of four Directors associated with the two major shareholders (who
collectively hold 64% of the Company) together with three independent Directors, including an independent Chair.
The independent Directors are selected to ensure that the appropriate skills and experience required are available to
the Company.
In response to recommendation 2.8 of the NZX Corporate Governance Code recommending boards have a majority
of independent Directors, and Green Cross Health not being compliant with this recommendation, the Board is
of the view that the existing Board structure appropriately reflects the shareholding structure of the Company and
represents the best interests of all shareholders.
In accordance with NZX Listing Rules, Directors must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or three years, whichever is longer. In addition, a Director appointed by
the Board must not hold office (without re-election) past the next annual meeting following the Director’s appointment.
The Board holds regular scheduled meetings and follows procedures that ensure that all Directors have the necessary
information to participate in an informed discussion on all agenda items and effectively carry out their duties. The
Group CEO, Group CFO and key senior managers attend appropriate sections of Board meetings.
Board meetings
The following table outlines the number of Board meetings attended by Directors during the course of the 2021
financial year.
DirectorsMeetings heldMeetings attended
John (Andrew) Bagnall1312
John Bolland 1313
Kim Ellis1313
Peter Merton 1312
Kenneth Orr1313
Carolyn Steele1313
Peter Williams1313
Code of ethics
The Company has established a Code of Ethics to govern its conduct. The code addresses ethical issues, establishes
compliance standards and procedures, provides mechanisms to report unethical behaviour and provides for disciplinary
actions. The Code of Ethics policy is available on the Company’s website (www.greencrosshealth.co.nz/governance).
Shareholder relations
The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders can
access financial and operational information and key corporate governance information about the Company.
The Board will ensure that shareholders are informed of major developments affecting the Company.
Information is available through the Annual Reports and shareholders are able to participate at each Annual Meeting.
Any material information affecting the Company during the intervening period is announced to the financial markets via
the New Zealand Stock Exchange (NZX) and the Company website under the Board’s policy for continuous disclosure.
Corporate governance
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Insider trading guidelines
The Board has issued guidelines to prevent insider trading to all Directors, deemed Directors, officers and other
restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons of
Green Cross Health must formally apply for consent to trade the Company’s securities from the Group CFO before
undertaking any sales or purchases.
The Board reviews all consents granted at each Board meeting. The Directors, deemed Directors, officers and other
restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within
five days of any trades being settled.
Board committees
For the year ended 31 March 2021, the Board operated four standing committees described as follows. The Board
annually reviews the performance of the standing committees against written charters.
Nominations committee
This Committee comprises four non-executive Directors together with three independent Directors, who meet as
required to:
• Advise the Board on Director appointments, giving attention to the mix of skills, experience and other
qualities required.
• Facilitate ongoing Director training and development.
• Facilitate the regular evaluation of the board, its committees and the Directors.
Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive remuneration.
The composition of the Nominations Committee was Kim Ellis (Chair), Andrew Bagnall, John Bolland, Peter Merton,
Kenneth Orr, Carolyn Steele and Peter Williams. The Committee met as required.
In response to recommendation 3.4 of the NZX Corporate Governance Code recommending the Nominations
Committee to have a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation, the Board is of the view that the Nominations Committee appropriately reflects the experience required
to carry out its responsibilities.
Remuneration committee
This Committee comprises one independent Director and two non-executive Directors, who meet as required to:
• Recommend to the Board the appointment and terms of employment of the Group CEO and Group CFO.
• Review and evaluate the performance of the Group CEO and Group CFO against KPIs including making
remuneration recommendations to the Board.
• Approve the appointment, and the conditions and terms of employment of the Group CEO’s direct reports
(excluding the Group CFO).
• Review and advise the Board on succession plans for the Group CEO and direct reports.
• Make recommendations to the Board with respect to non-executive and independent Director remuneration.
Annual Report 2021 |
67
Remuneration packages are reviewed annually. Market data is used as a basis for establishing
competitive remuneration.
The composition of the Remuneration Committee was John Bolland (Chair), Kim Ellis and Peter Merton. The
Committee met as required.
In response to recommendation 3.3 of the NZX Corporate Governance Code recommending the Remuneration
Committee having a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation, the Board is of the view that the Remuneration Committee appropriately reflects the experience
required to carry out its responsibilities.
Audit and risk committee
The Committee comprises two independent Directors and one non-executive Director. The Audit and Risk
Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the Group CFO attend as ex-officio members and external auditors by invitation of the
Chair. The Audit and Risk Committee also meet privately with the external auditors, that is, without management
in attendance. All Audit and Risk Committee members are financially literate, with at least one member having a
financial background.
The Committee met four times during the year. Its responsibilities include:
• Reviewing the scope and outcome of the external audit.
• Reviewing the annual and half yearly financial statements prior to approval by the Board.
• Approving the public releases of financial information.
• Assessing the performance of financial management and monitoring of material corporate risk assessments
and internal controls.
• Reporting the proceedings of each meeting to the Board.
• Making recommendations to the Board on the appointment of the external auditors, their independence and
their fees.
• Monitoring of material corporate risk and the internal controls instituted.
The composition of the Committee was Carolyn Steele (Chair), John Bolland and Kim Ellis.
DirectorsMeetings heldMeetings attended
John Bolland 44
Kim Ellis44
Carolyn Steele4 4
Corporate governance
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Investment committee
The Committee comprises three independent Directors and two non-executive Directors. The Investment Committee
Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the Group CFO attended as ex-officio members. All Investment Committee members are
financially literate.
The Committee met five times during the year. Its responsibilities include:
• Reviewing potential acquisition proposals, approving small acquisitions and making recommendations to the
Board for larger acquisitions.
• Reviewing and approving leases of significant term value.
• Reviewing and approving capital expenditure as needed.
The composition of the Committee was Kenneth Orr (Chair), John Bolland, Kim Ellis, Peter Merton, and Carolyn
Steele.
DirectorsMeetings heldMeetings attended
John Bolland55
Kim Ellis55
Peter Merton54
Kenneth Orr55
Carolyn Steele55
Organisation structure and financial control
The Board has delegated to the Group CEO the management responsibilities of the Company.
The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and
risk profile.
Gender and diversity
The following table set out a quantitative breakdown of the gender balance of the Directors and key personnel of the
Group as at 31 March 2021:
DirectorsKey management personnel
As at 31 March 2021
Female1 14%2 50%
Male6 86%2 50%
Total7 -4 -
As at 31 March 2020
Female1 14%2 50%
Male6 86%2 50%
Total7 -4 -
Annual Report 2021 |
69
The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).
The Directors holding office during the year ended 31 March 2021 and the remuneration paid or payable to the Directors
is as follows:
DirectorTotal Fees
$
John (Andrew) Bagnall35,000
John Bolland *
+#
35,000
Kim Ellis*
+#
120,000
Peter Merton
+#
9,625
Kenneth Orr
#
65,000
Carolyn Steele*
#
67,500
Peter Williams35,000
Total367,125
Payment allocations
Independent Chair120,000
Non-Executive Directors35,000
Independent Directors60,000
Chair of Audit & Risk Committee5,000
Chair of Investment Committee5,000
Independent Directors on Audit & Risk Committee and Investment Committee2,500
* = Audit & Risk Committee member
+ = Remuneration Committee member
# = Investment Committee member
Peter Merton elected not to be paid a portion of director fees during the year.
Group CEO remuneration
The Group CEO’s package consists of a base salary, a Short Term Incentive (STI) and a Long Term Incentive (LTI). The
STI is a maximum of 25% of current base salary and is based on quantitative criteria set annually for each financial year.
The LTI is a maximum of 23% of current base salary and is structured as a performance share rights scheme. Rights
vest based on achievement of an earnings per share target over a three year period, provided the Group CEO remains
employed on the vesting date.
Other annual report
disclosures
For the year ended 31 March 2021
70
| GREEN CROSS HEALTH
Employee remuneration
The number of employees or former employees of the Group, not being Directors of Green Cross Health Limited,
who received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000
for the year ended 31 March 2021 is set out below:
Employee annual remuneration bands:20212020
$100,000 - $109,9995847
$110,000 - $119,9993324
$120,000 - $129,9993525
$130,000 - $139,9992718
$140,000 - $149,9991315
$150,000 - $159,9991516
$160,000 - $169,9992119
$170,000 - $179,9991213
$180,000 - $189,9991511
$190,000 - $199,9991312
$200,000 - $209,9991311
$210,000 - $219,999914
$220,000 - $229,999118
$230,000 - $239,99943
$240,000 - $249,99988
$250,000 - $259,99955
$260,000 - $269,99952
$270,000 - $279,99963
$280,000 - $289,99920
$290,000 - $299,99922
$300,000 - $309,99902
$310,000 - $319,99932
$320,000 - $329,99900
$330,000 - $339,99902
$340,000 - $349,99910
$350,000 - $359,99930
$360,000 - $369,99920
$370,000 - $379,99921
$380,000 - $389,99900
$390,000 - $399,99911
$400,000 - $409,00010
$410,000 - $419,99901
$470,000 - $479,00010
$600,000 - $609,99911
$650,000 - $659,99901
$780,000 - $789,00010
Former employees included in the above bands2220
Annual Report 2021 |
71
Donations
The Group made donations to the value of $12,000.
Directors’ shareholding and trades
The following table summarises:
(a) the number of shares in the Company held by Directors at 31 March 2021; and
(b) disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and
dispositions of relevant interests in shares in the Company during the year.
DirectorHolding
1 Apr 2020
CancelledIssuedNet trades in
the period
Interest
ceased
Holding
31 Mar 2021
J A Bagnall (i)45,935,821---
-
45,935,821
P M Merton (ii)45,840,983---
-
45,840,983
K A Orr (iii)600,083---
-
600,803
C M Steele (iv)50,000---
-
50,000
P J Williams (v)45,840,983---
-
45,840,983
(i) J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully
paid ordinary shares in the company (shares are legally owned by LPL Trustee Limited).
(ii) P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%
shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid
ordinary shares in the Company owned by Cape Healthcare Limited.
(iii) K A Orr holds a beneficial interest of 600,083 fully paid ordinary shares in the Company (shares are legally
owned by Orrs Kaipara Pharmacies Limited and Orrs Pharmacies Limited).
(iv) C M Steele has a relevant interest in 50,000 fully paid ordinary shares in the Company.
(v) P J Williams is a Director of Cape Healthcare Limited. He has a relevant interest in the 45,840,983 fully
paid ordinary shares in the Company owned by Cape Healthcare Limited.
Directors’ insurance
Green Cross Health Limited has insured all its directors against liabilities to other parties that may arise from their
positions as directors. The insurance does not cover liabilities arising from criminal actions.
Other annual report disclosures
72
| GREEN CROSS HEALTH
General disclosure of interest by directors
(section 140(2) of the Companies Act 1993)
The Directors of the Company named below have made a general disclosure of interest by a general notice disclosed
to the Board and entered in the Company’s interest register. General notices of interest were given by these directors
during the financial year ended 31 March 2021:
John (Andrew) Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (Director and
Shareholder), Plan B Limited (Shareholder), Waiaro Investments Limited (Director and Shareholder), Stellar Electronic
Board reporting system (Directors and Shareholder), major Shareholder or Director of various unlisted or privately
controlled companies.
John Bolland – Segoura Limited (Consultant), Stellar Electronic Board Reporting System (Director), Shareholder or
Director of various unlisted or privately controlled companies.
Kim Ellis – Chair of NZ Social Infrastructure Fund; a Director of Freightways, Port of Tauranga, FSF Management
Company and Ballance Agri-Nutrients; Advisor to Ultimate Care Group and consultant to Envirowaste Services.
Peter Merton – Cape Healthcare Limited (Director and Shareholder).
Kenneth Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director and
Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy Limited
(Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka Pharmacy
Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe Pharmacies
Limited (Director and Shareholder).
Carolyn Steele – Chair of Halberg Foundation, Director of WEL Networks Limited, Ultrafast Fibre Limited and a
Trustee of New Zealand Football Foundation.
Peter Williams – Director of Cape Healthcare Limited, EBOS Group Limited and C.B. Norwood Distributors Limited.
Annual Report 2021 |
73
Shares and shareholding
The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2021 the
Company had on issue 143,302,759 equity securities (as defined by the Financial Markets Conduct Act 2013) being
143,152,759 fully paid ordinary shares, and 150,000 redeemable ordinary shares payable to $0.01 and held on
trust by Life Pharmacy Trustee Company Limited on behalf of senior executive employees.
The 20 largest registered holders of quoted equity securities as at 31 May 2021 were as follows:
NameHolding%
LPL TRUSTEE LIMITED 45,935,821 32.09
CAPE HEALTHCARE LIMITED 45,840,983 32.02
JBWERE (NZ) NOMINEES LIMITED <NZ RESIDENT A/C> 8,694,420 6.07
FNZ CUSTODIANS LIMITED 4,100,010 2.86
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT> 2,042,159 1.43
GANET INVESTMENTS LIMITED 1,627,979 1.14
CUSTODIAL SERVICES LIMITED <A/C 4> 1,626,906 1.14
PENINSULA INVESTMENT TRUST LIMITED <PENINSULA INVESTMENT A/C> 1,510,000 1.05
HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90> 1,351,629 0.94
JPMORGAN CHASE BANK NA NZ BRANCH-SEGREGATED CLIENTS ACCT - NZCSD
<CHAM24> 1,127,396 0.79
THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE <THOMAS & CAROLYN LAI
FAMILY A/C> 994,985 0.70
FRANCES ANN VUKSICH & WALTER MICK GEORGE YOVICH <MARK & FRANCES
FAMILY A/C> 875,000 0.61
ELIZABETH ANN MCAULAY 687,022 0.48
JAMES STEVE BEGOVIC & KERRY ELLWYN BEGOVIC & KATHERINE MARINA PALIN
<BEGOVIC FAMILY A/C> 560,000 0.39
FNZ CUSTODIANS LIMITED <DRP NZ A/C> 543,005 0.38
PIERRE GORDON PIERCE COTTER 537,050 0.38
JANE STEWART DUNN 500,000 0.35
WAIRAHI INVESTMENTS LIMITED 500,000 0.35
ARTHUR HECTOR MCAULAY 437,060 0.31
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY> 383,042 0.27
Shareholder information
74
| GREEN CROSS HEALTH
Shares and shareholding (continued)
Substantial security holders
The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the
Financial Markets Authority Act 2013:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 32.09
CAPE HEALTHCARE LIMITED 45,840,983 32.02
WILTON ASSET MANAGEMENT LTD
8,175,946 5.99
Shareholding spread
Green Cross Health Limited’s shareholding spread as at 31 May 2021 is as follows:
Size of holdingHolders%Securities%
1-99935819.68 162,651 0.11
1,000 - 9,99993651.46 3,179,180 2.22
10,000 - 99,99946025.29 12,894,537 9.01
100,000 - 499,999472.58 7,862,026 5.49
500,000 - 999,99980.44 5,197,062 3.63
1,000,000 and over100.55 113,857,303 79.54
Total1,819100.00 143,152,759 100.00
Annual Report 2021 |
75
Registered office
Green Cross Health Limited
Millennium Centre
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Telephone: +64 9 571 9080
Board
J A Bagnall
Non-Executive Director
J B Bolland
Non-Executive Director
K Ellis
Independent Chair
P M Merton
Non-Executive Director
K A Orr
Independent Director
C M Steele
Independent Director
P J Williams
Non-Executive Director
Officers
Rachael Newfield Group CEO
Ben Doshi Group CFO / Company Secretary
Auditor
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland Central
Auckland 1010
Bankers
Bank of New Zealand
80 Queen Street
Auckland Central
Auckland 1010
Websites
www.greencrosshealth.co.nz
www.access.org.nz
www.lifepharmacy.co.nz
www.livingrewards.co.nz
www.thedoctors.co.nz
www.unichem.co.nz
www.housecall.co.nz
Investor relations
For investor relations enquiries:
Phone: +64 9 571 9088
Email: investor.relations@gxh.co.nz
Share registrar
Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Managing your
shareholding online:
To change your address, update
your payment instructions and
to view your registered details
including transactions, please visit:
www.investorcentre.com
General enquiries can be
directed to:
enquiry@computershare.co.nz
Phone: +64 9 488 8700
Facsimile: + 64 9 488 8787
Please assist our registrar by
quoting your CSN
or shareholder number.
Company directory
Green Cross Health Ltd
Millennium Centre
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
207899
Private Bag 11906
Ellerslie, Auckland 1542
www.greencrosshealth.co.nz
Working together
to support healthier
communities
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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