Results for announcement to the market
Full Year Ended 30 June 2022
Revenue
Earnings before interest, taxes, depreciation and
amortisation from continuing operations
Profit before tax
Up
Up
Up
ABN 37 008 670 102
11.7% to
$'000
322,324
16.1% to
15,505
93.0% to
7,342
Profit after tax attributable to members
Down
33.2% to
4,841
Dividends (distributions)
Amount per security
Franked amount per security
Final dividend
3.5 cents
3.5 cents
Record date for determining entitlements to the
30 September 2022
Date the dividends are payable
14 October 2022
Dividend reinvestment plan (DRP)
The Company’s Dividend Reinvestment Plan enables eligible shareholders to reinvest their dividend in additional
shares in the Company.
Net Tangible Assets Per Security
As at 30 June 2022
As at 30 June 2021
0.40
0.41
The financial statements have been audited and an unmodified opinion has been issued.
Coventry Group Limited advises that its Annual General Meeting will be held on Friday 21 October 2022. The time
and other details relating to the meeting will be advised in the Notice of Meeting to be sent to all Shareholders and
released to the ASX after dispatch.
In accordance with ASX Listing Rules, valid nominations for the position of Director are required to be lodged at the
registered office of the Company by 5.00pm (AEST) 2 September 2022.
ANNUAL REPORT 2022
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 1
VALUES
AT COVENTRY GROUP, WE VALUE
FAIRNESS, INTEGRITY, RESPECT, SAFETY AND TEAMWORK
ABOVE ALL, WE VALUE
OUR PEOPLE, OUR CUSTOMERS AND OUR SUPPLIERS
2 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
CONTENTS
Chairman's Report
Chief Executive Officer's Report
Consolidated statement of profit or loss
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements:
1. Significant accounting policies
2. Segment information
3. Business Combinations
4. Auditor's remuneration
5. Employment costs
6. Finance income and finance expenses
7. Taxes
8. Earnings per share
9. Cash and cash equivalents
10. Trade and other receivables
11. Inventories
12. Parent entity disclosures
13. Property, plant and equipment
14. Right-of-use assets
15. Intangible assets
16. Impairment of non-financial assets
17. Trade and other payables
18. Interest-bearing loans and borrowings
19. Provisions
20. Share-based payments
21. Capital and reserves
22. Financial risk management
23. Leases
24. Controlled entities
25. Reconciliation of cash flows from operating activities
26. Related parties
27. Significant items
28. Events occurring after the reporting period
Directors' Report
Directors' Declaration
Lead Auditor's Independence Declaration under S307C of the Corporations Act 2001
Independent Auditor's Report
Shareholder Information
Corporate Directory
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C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 3
CHAIRMAN’S REPORT
FY22 RESULTS
Coventry achieved solid growth in 2022 with pleasing
contributions from all our businesses across Australia and
New Zealand. Despite continuing COVID-19 disruptions
and worsening macroeconomic conditions, the markets in
which we operate remained buoyant throughout the period.
Sales revenue was up 11.7% to 322.3m, while earnings
before interest and tax improved 17.0% to $12.4m.
Our vision at Coventry is to be a
leading industrial supply and services
group in Australia and New Zealand
and strong progress was made
with our growth strategy in 2022.
This strategy is underpinned by our value proposition
of quality products, stock availability, expertise, agility
and geographic coverage. Aligned with this strategy, two
acquisitions were successfully completed during the period
and two greenfield branches were added to the Company’s
network. In addition, nine branch refurbishments/relocations
were completed as part of planned upgrades over the
medium term in order to better service our customers’
needs. These strategic initiatives were funded from the
Company’s existing debt facility and improving cash flow.
In each of our segments, opportunities for organic,
greenfield and acquisition growth exist. The Board and
management assess each opportunity through the lens of
refined growth criteria and judicious capital management.
The Group continues to have a strong working capital
position with Current Assets exceeding Current Liabilities
by $27.7m. The Group has substantial Australian tax losses
of $76.7m against which a Deferred Tax Asset of $14.3m
has been recognised in its Statement of Financial Position.
4 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
DIVIDENDS
PEOPLE
The Board has declared a final dividend of 3.5 cents per
share, fully franked. The Company’s Dividend Reinvestment
Plan remains active, enabling eligible shareholders to
reinvest their dividend in additional shares in the Company.
EXECUTIVE REMUNERATION
The Company Executive and Director Incentive Plan
provides for the granting or issuing of Performance
Rights to eligible Executives in accordance with its terms
and subject to the terms and performance hurdles set
by the Board. The CEO and Managing Director’s total
remuneration includes a Plan award and, as required by
the ASX Listing Rules, the Company will seek shareholder
approval to grant him Performance Rights for his
participation in the Plan for 2023. Full particulars will
be published in the Notice of Annual General Meeting
for the meeting to be held on 21 October 2022.
I would like to thank my Board colleagues for their continuing
contribution and guidance in 2022. On behalf of the Board, I
would like to thank our colleagues throughout the business
who have been resilient and adaptable through another
demanding period and remained committed to the Company’s
values in supporting our customers and each other. The solid
financial result achieved for the period is a testament to the
strong commitment of all the people at Coventry. To our
shareholders, my continuing thanks for your ongoing support.
OUTLOOK
We are cautiously optimistic that the momentum the Group
currently has will largely continue. However, given market
uncertainty we will not be providing full year guidance but will
continue to provide quarterly trading updates to the market.
Neil G. Cathie
Chairman of the Board of Directors
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 5
CHIEF EXECUTIVE
OFFICER’S REPORT
FY22 was another year of significant disruption in a
difficult macroenvironment. Our teams have overcome
many obstacles to produce another positive result
and my thanks go to every person in the Group for
their effort, expertise and professionalism.
We are pleased to report that the Coventry Group’s Sales
and EBITDA improved for a fifth consecutive year. The
strong results were achieved against a backdrop of a second
New Zealand Government enforced lockdown (loss of
$3.0m sales and $750k EBITDA), construction shutdowns
in Australia, on-going global supply chain issues, stock
shortages, unprecedented price inflation, rising fuel and
freight costs, cost and wage inflation and labour and skills
shortages. Some of these challenges are expected to remain
in FY23, along with the impact of rising interest rates.
We are confident that we have the right strategy, the right
people, and operate in the right markets to continue
our journey of sustainable profitable growth. Our
consistent delivery of sales growth and improved profit
results are proof that our strong value proposition and
commitment to our core values deliver results.
HEALTH, SAFETY AND WELLBEING
Our Safety-First program continued in FY22. The Group
prioritises the Health, Safety and Wellbeing of our people
along with our customers, suppliers and communities.
We aspire to zero LTI’s and zero impact on our people.
During FY22 we had four Lost Time Injuries (LTI’s)
down from seven the previous year and 13 in FY20. All
incidents and serious near misses are reviewed by our
safety team and the Coventry Leadership Team (CLT) to
ensure we share lessons and improve safety systems.
During FY22 we commenced the phased rollout across the
business of the safety management platform Donesafe,
giving our people the ability to easily complete checklists
and inspections, report hazards and submit COVID testing
and isolation information. Hazard identification and
resolution increased dramatically following the introduction
of the Hazard Identification module in Donesafe.
PEOPLE
We continue to live our values of Fairness, Integrity,
Respect, Safety and Teamwork (FIRST), doing the
right thing in all our interactions with our people,
customers, suppliers and communities.
The recruitment market has become extremely
competitive yet our reputation for having a values-
based culture is delivering positive employee
attraction and retention outcomes for the Group.
During the year:
• We conducted an Employee Engagement Survey
and identified four key areas of improvement
which are currently being actioned;
• We undertook Diversity and Cultural Awareness training;
• Our HR Team implemented our new Recognition Program;
• We celebrated International Women’s Day with a
series of forums and guest speakers on ‘Breaking
the Bias’ topics. Two of our leading women
also shared their career journeys; and
• We upgraded our Employee Assistance Program
in Australia ensuring quality services are available
to assist our people and their immediate families
in the areas of mental health and wellbeing.
ENVIRONMENT, SOCIAL AND GOVERNANCE
From an environmental perspective, we are in the process of
establishing our carbon footprint for our scope 1 and scope
2 emissions and have commenced implementing reduction
strategies to reduce our impact on the environment. As
part of World Environment Day we conducted site eco-
audits on water and energy usage and we are currently
applying knowledge obtained across the business. We
are also developing waste and recycling system upgrades
for our major sites, starting at our Group Head Office in
Thomastown.
From a social perspective, we supported our people and
communities including:
• During the New Zealand Government enforced lockdown
we retained all employees and paid them in full;
• Supporting our employees who needed to isolate due
to contracting COVID-19 or being close contacts;
• Rebuilding our Lismore branch which was destroyed
during the NSW February floods while keeping all
employees employed and paid during the process
and assisting employees personally impacted;
• Our Matched Giving and Workplace Giving programs
saw us support charity organisations across Australia
and New Zealand. This includes, Australia’s Biggest
Morning Tea and the Pink Ribbon Breakfast in New
Zealand, both raising funds to support cancer research
and the Movember foundation which makes a difference
in mental health, suicide prevention and men’s health.
6 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
From a governance perspective we continued to conduct
internal risk reviews to ensure the continuity of our
business and published the Group’s second Modern Slavery
Statement. As part of this, we updated our Code of Conduct,
conducted supplier audits on our top 10 local suppliers
and updated our Terms and Conditions to ensure our
people, customers and suppliers, are all working towards
the same common goal of eradicating modern slavery.
BUSINESS PERFORMANCE
Trading performance improved during FY22 with the Group
delivering both sales and profit growth.
The Group achieved sales growth for FY22 of 11.7% to
$322.3m ($288.5m FY21) and a 16.1% increase in EBITDA
to $15.5m ($13.4m FY21) despite the loss of $750k EBITDA
due to the NZ Government enforced lockdown across August
and September 2021 and other global and COVID-19 related
disruption. Group EBIT for FY22 was $12.4m ($10.6m
FY21) and net profit for the year was $4.8m ($7.2m FY21).
The Group has a solid balance sheet with Net Assets of
$113.6m and Net Tangible Assets of $36.1m as at 30 June
2022. At 30 June 2022 the Group had net debt of $33.1m.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 7
Chief Executive Officer’s Report (continued)
BUSINESS PERFORMANCE
.FY22 GROUP
SALES GROWTH
FY22 GROUP
SALES
FY21 GROUP
SALES
11.7%
$322.3m
$288.5m
322.3
TRADING
PERFORMANCE
IMPROVED
DURING FY22
WITH THE
GROUP
DELIVERING
BOTH SALES
AND PROFIT
GROWTH.
net debt
$33.1m
net tangible assets
net assets
$36.1m
$113.6m
8 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
Chief Executive Officer’s Report (continued)
FLUID SYSTEMS (FS)
FS comprises our Cooper Fluid Systems (CFS), Torque
Industries (Torque), HIS Hose (HIS) and Fluid Power Services
(FPS) businesses. FS designs, manufactures, sells and
services hydraulics, lubrication, fire suppression and
refuelling systems and products through 15 branches across
Australia. In FY22, FS had positive sales growth of 9.0% but
EBITDA declined mainly due to a one-off large order of $7.9m
delivered and charged in FY21 and not repeated in FY22. FS
EBITDA in FY22 of $12.9m compared to $13.8m in FY21.
FS was particularly impacted by labour and skills shortages
requiring it to incur above normal overtime and hire labour to
deliver on our customer’s needs. We expanded our Redcliffe
operation to an additional site and closed our unprofitable
Mt Isa branch during the year. Both HIS and FPS performed
to expectations and integrations have progressed to plan.
Our FS General Manager, Bruce Carter, retires at the end
of September after 40 plus years of service to the Group. I
would like to acknowledge Bruce’s considerable contribution
to the success of the Coventry Group. Pleasingly, Brody
Sewell, who has worked for FS for the past 15 years,
has been promoted to the role of FS General Manager
and has completed a managed handover from Bruce.
FS is positioned for further growth in the coming years
as we expect their core markets of mining and resources,
defence and agriculture to perform well. We can increase
market share through our value proposition, expansion of
our product and service offering, expanding our hydraulics
capabilities and further diversification into sectors outside
of the mining and resources sector. FS has demonstrated
through various cycles, that it has the capability to
scale according to prevailing market conditions.
TRADE DISTRIBUTION (TD)
Our Trade Distribution segment has expanded to a network of
66 branches across Australia and New Zealand. It comprises
our Konnect and Artia Australia (KAA) division which now
includes Fraser Coast Bolts (FCB), Trade Distribution New
Zealand (TDNZ) which now includes GHL, and Nubco in
Tasmania. TD supplies a range of fastening systems, cabinet
hardware systems, industrial and construction products
and temporary fencing to customers in the manufacturing,
construction, infrastructure, agriculture and mining sectors.
TD sales for the year were up 13.4% on the prior year.
EBITDA for TD was $16.1m compared to $11.7m in FY21.
Konnect and Artia Australia (KAA)
KAA delivered another material improvement in profitability,
up $2.4m on the prior year. This was despite the
impact of the construction industry shutdowns, adverse
weather events and COVID-19 related absenteeism. To
achieve the result, KAA improved their value proposition,
service levels and reputation in the marketplace.
The store network was upgraded with store makeovers
completed in Bunbury, Lismore and Redcliffe and branch
relocations to larger facilities in better locations completed
in Artarmon, Wollongong and the Sunshine Coast. The store
network was expanded with a new branch in Rockhampton
and we added FCB (Hervey Bay) through acquisition.
Trade Distribution New Zealand (TDNZ)
TDNZ delivered positive sales and EBITDA growth while
navigating another government enforced lockdown,
global supply chain issues causing stock shortages in
some key product lines and other COVID-19 issues. The
opening of a new branch in Invercargill late in FY21 and
the addition of GHL through acquisition takes our branch
footprint to 18. We also relocated our Albany branch to
a larger facility and refurbished our Dunedin branch.
Nubco
Nubco delivered a second consecutive year of very strong
sales and EBITDA growth. The business managed significant
price inflation through the year, in particular on its steel
products. During the year we invested in our Devonport retail
branch. The Tasmanian economy is performing well and
we are confident we can continue to grow in this market.
CENTRAL SERVICES
Our facility with the National Australia Bank was increased
to $55.0m during the year. The move to the National
Australia Bank in Australia for transactional banking is
now largely complete. We are in the process of moving
our New Zealand banking to Bank of New Zealand.
Corporate costs are currently running at 4.6% of sales
(4.7% FY21). We expect productivity projects will allow us
to continue to reduce corporate cost % to sales in FY23.
TECHNOLOGY
A project to select a new Enterprise Resource Planning
(ERP) system to replace our ageing Oracle system was
completed and the Board has approved a two and half year
project to implement Microsoft Dynamics 365 Finance and
Operations as our core ERP platform. The system will
integrate seamlessly with our existing Microsoft systems
including Office, SharePoint, Teams, Power BI and Customer
Relationship Management (CRM) system. Significant
work has occurred to build an experienced project team to
deliver the project with appropriate governance in place.
Our Digital Customer Engagement project to deliver online
and mobility solutions for customers, a CRM system and a
user-friendly Point of Sale module is now well advanced.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 9
Chief Executive Officer’s Report (continued)
ACQUISITIONS
Our FY21 acquisitions, HIS Hose
and Fluid Power Services both
performed to expectations and the
integration of these businesses
has progressed to plan.
We completed two acquisitions
during the year acquiring the
business and assets of:
• Goudie Holdings Limited and NZ
Plank Hire Limited (“GHL”); and
• Fraser Coast Bolts and
Industrial Supplies (“FCB”)
funded through the Groups’
existing debt facility. Both
acquisitions have performed to
expectations since joining the
Group at the start of April 2022.
GOUDIE HOLDINGS LIMITED
We acquired New Zealand based GHL
for NZ$9.0m cash. GHL is Auckland’s
leading specialist in temporary fencing
sales and hire and scaffolding plank
hire into our existing construction
and infrastructure markets. GHL
expands Coventry Group’s Trade
Distribution presence in New Zealand.
FRASER COAST BOLTS AND
INDUSTRIAL SUPPLIES
We acquired Queensland based
FCB for A$2.8m cash. FCB is a
leading provider of fasteners and
industrial supplies in the Hervey
Bay and Bundaberg regions
in Queensland. FCB expands
Coventry Group’s Konnect and
Artia Australia branch network.
SIGNIFICANT ITEMS
The FY22 result was impacted by a
number of one-off significant items:
• Costs relating to acquisitions ($1m)
• Cloud based computing
costs required due to change
in accounting standard
($0.4m) non-cash
• Restructuring and other
costs ($1.0m).
NET ASSETS/WORKING CAPITAL
The Group has a solid balance
sheet with Net Tangible Assets of
$36.1m and Net Assets of $113.6m
compared to $109.8m in FY21.
Initiatives to reduce working capital
and maximise cash generation remain
a key focus area for the Group.
The Group has tax losses of $76.6m
available for use in Australia
and franking credits of $9.9m
available at balance date.
NET DEBT POSITION
Net debt of $33.1m at 30 June 2022
(net debt of $16.3m at 30 June 2021).
Net debt was impacted by:
• Acquisition related
payments ($10.0m)
• Price inflation impact on
inventory valuation ($7.0m)
• Increasing stock holdings to maintain
service levels during FY21 due to
global supply chain issues ($4.8m)
• Capital expenditure ($5.4m)
1 0 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
Chief Executive Officer’s Report (continued)
Our priority has been to maintain service levels to our
customers. In FY23 we have set up a dedicated project
team empowered to reduce inventory levels. We will
continue to tightly manage collections and manage
operating costs to improve our cash position.
I would like to acknowledge the support received from the
Board and thank the Coventry Leadership Team and every
person in the Group for their contribution during the year.
We faced many challenges during the year and responded
well.
We remain confident that we will deliver sustainable
profitable growth to our shareholders.
Regardless of the challenges we face, we will stay true to our
values and do the right thing.
Robert J Bulluss
Chief Executive Officer and Managing Director
OUTLOOK
We are cautiously optimistic that the momentum
the Group currently has will largely continue.
The future is not without challenges with COVID-19, global
supply chain issues and material shortages, competition
for labour and skills, rising freight and fuel costs, cost
inflation and wage inflation. Our people have proven to
be resilient and we are confident that we will continue to
successfully navigate the volatile macroenvironment.
We are fully focussed on our People, Customers and
our Suppliers, and applying our values of Fairness,
Integrity, Respect, Safety and Teamwork.
We remain confident that we have the right strategy,
the right people and operate in the right markets to
continue our journey of sustainable profitable growth.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 1 1
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS
For the year ended 30 June 2022
NOTE
Revenue from sale of goods
Cost of sales
Gross profit
Other income
Employment costs
2022
$’000
2021
$’000
322,324
288,522
(195,689)
(178,366)
126,635
110,156
4,097
3,002
5
(74,057)
(64,030)
Depreciation and amortisation expense
(14,142)
(11,819)
Occupancy costs
Communication costs
Freight
Vehicle operating costs
Significant items
Other expenses
Profit before financial income and tax
Financial income
Financial expense
Net financial expense
Profit before income tax
Income tax benefit/(expense)
Profit for the year
Earnings per share:
Basic earnings per share:
Diluted earnings per share:
(1,946)
(3,330)
(8,006)
(2,215)
(2,149)
(2,008)
(3,373)
(6,889)
(1,814)
(2,344)
(12,663)
(11,250)
12,224
9,631
318
(5,200)
(4,882)
7,342
(2,501)
4,841
281
(6,108)
(5,827)
3,804
3,442
7,246
5.3 cents
8.1 cents
5.2 cents
7.9 cents
27
6
6
6
7
8
8
The consolidated statement of profit or loss is to be read in conjunction with the accompanying notes to the consolidated financial statements.
1 2 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
For the year ended 30 June 2022
Profit for the year
Other comprehensive income items that may
be reclassified to profit or loss:
Foreign currency translation differences
Effective portion of changes in fair value of cash flow hedges
Deferred tax recognised in equity
Other comprehensive income for the year, net of income tax
NOTE
2022
$’000
4,841
(638)
267
-
(371)
2021
$’000
7,246
(166)
32
338
204
Total comprehensive income for the year
4,470
7,450
The consolidated statement of comprehensive income is to be read in conjunction with the accompanying notes to the consolidated financial statements.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 1 3
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
For the year ended 30 June 2022
Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Other current assets
Income tax refundable
Total current assets
Other receivables
Deferred tax assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Total non-current assets
Total assets
Liabilities
Trade and other payables
Employee benefits
Interest-bearing loans and borrowings
Lease liability
Provisions (current)
Income tax payable
Total current liabilities
Employee benefits
Other payables
Provisions
Lease liability
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Profit reserve
Accumulated losses
Total equity
NOTE
9
10
11
10
10
10
7
13
14
15
17
18
17
19
21
2022
$’000
15,319
48,020
73,767
2,668
4,587
-
2021
$’000
8,221
43,464
63,913
3,958
3,481
200
144,361
123,237
1,604
21,845
13,190
42,168
55,630
1,817
23,778
9,180
41,449
49,211
134,437
125,435
278,798
248,672
48,875
7,513
48,411
10,830
741
286
116,656
374
734
2,206
45,237
48,551
49,117
6,773
24,500
9,304
-
-
89,694
410
340
3,771
44,689
49,210
165,207
138,904
113,591
109,768
151,618
(4,038)
9,366
(43,355)
113,591
149,773
(3,896)
7,246
(43,355)
109,768
The consolidated statement of financial position is to be read in conjunction with the accompanying notes to the consolidated financial statements.
1 4 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 1 5
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the year ended 30 June 2022
Hedge
reserve
Translation
reserve
Other
reserve
Total
reserves
Profit
reserve
Share
capital
Accumulated
losses
Total
equity
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2021
32
(1,980)
(1,948)
(3,896)
7,246
149,773
(43,355)
109,768
Total comprehensive
income/(loss) for the year
Profit for the year
Other comprehensive
income/(loss):
Foreign currency
translation differences
Effective portion of
changes in fair value
of cash flow hedges
-
-
-
(638)
267
-
Total other comprehensive
income/(loss)
267
(638)
Total comprehensive
income/(loss) for the year
Transactions with owners,
recorded directly in equity
Share issue
Share issue costs
Equity-settled share-
based payments
Dividends
Transfer to Profit Reserve
267
(638)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(638)
267
(371)
(371)
-
-
229
229
-
-
-
-
-
-
-
-
-
-
-
-
(2,721)
4,841
-
-
-
-
-
1,851
(6)
-
-
-
4,841
4,841
-
-
-
(638)
267
(371)
4,841
4,470
-
-
-
-
1,851
(6)
229
(2,721)
(4,841)
-
Balance at 30 June 2022
299
(2,618)
(1,719)
(4,038)
9,366
151,618
(43,355)
113,591
Amounts are stated net of tax
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes to the consolidated financial statements.
1 6 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
Coventry Group Ltd and its controlled entities - Consolidated statement of changes in equity (continued)
Hedge
reserve
Translation
reserve
Other
reserve
Total
reserves
Profit
reserve
Share
capital
Accumulated
losses
Total
equity
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 1 July 2020,
as previously reported
Impact of restatement *
Restated balance
at 1 July 2020
Total comprehensive
income/(loss) for the year
Profit for the year
Other comprehensive
income/(loss):
Foreign currency
translation differences
Effective portion of
changes in fair value
of cash flow hedges
Deferred tax
recognised in equity
Total other comprehensive
income/(loss)
Total comprehensive
income/(loss) for the year
Transactions with owners,
recorded directly in equity
Share issue
Share issue costs
Equity-settled share-
based payments
Transfer to Profit Reserve
0
-
-
-
-
32
-
32
32
-
-
-
-
(1,814)
(3,574)
(5,388)
-
-
-
(1,814)
(3,574)
(5,388)
-
(166)
-
-
-
-
-
-
(166)
32
338
338
(166)
338
204
(166)
338
204
-
-
-
-
1,288
1,288
-
-
-
-
-
-
7,246
-
-
-
-
-
-
-
-
-
-
-
-
149,617
(42,109)
102,120
-
(1,246)
(1,246)
149,617
(43,355)
100,874
-
-
-
-
-
-
158
(2)
-
-
7,246
7,246
-
-
-
-
(166)
32
338
204
7,246
7,450
-
-
-
158
(2)
1,288
(7,246)
-
Balance at 30 June 2021
32
(1,980)
(1,948)
(3,896)
7,246
149,773
(43,355)
109,768
* During the prior year, historicial financial information was restated to account for the impact of the change in accounting policy relating to Software-as-
a-Service arrangements.
Amounts are stated net of tax
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes to the consolidated financial statements.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 1 7
Coventry Group Ltd and its controlled entities
CONSOLIDATED STATEMENT
OF CASH FLOWS
For the year ended 30 June 2022
Cash flows from operating activities
Cash receipts from customers
Cash paid to suppliers and employees
Cash from operations
Interest paid
Income taxes (paid)
Net cash from operating activities
Cash flows from investing activities
Proceeds from sale of property, plant and equipment
Payment for acquisitions of business, net of cash acquired
Interest received
Acquisition of property, plant and equipment
Acquisition of intangible assets
Net cash (used in) investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
Share issue costs
Dividends paid
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 July
Effect of movements in exchange rates on cash and cash equivalents
NOTE
2022
$’000
2021
$’000
355,524
304,301
(339,690)
(291,627)
25
13
15
21
15,834
(5,010)
(186)
10,638
147
(10,365)
269
(4,278)
(123)
12,674
(5,245)
(470)
6,959
41
(7,590)
281
(3,519)
(224)
(14,350)
(11,011)
492,556
315,844
(468,645)
(302,213)
(11,107)
(8,735)
(6)
(1,556)
11,242
7,530
8,221
(432)
(2)
-
4,894
842
7,542
(163)
8,221
Cash and cash equivalents at 30 June
9
15,319
The consolidated statement of cash flows is to be read in conjunction with the accompanying notes to the consolidated financial statements.
1 8 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
Coventry Group Ltd and its controlled entities
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 30 June 2022
1. SIGNIFICANT ACCOUNTING POLICIES
Going Concern
Coventry Group Ltd (the “Company”) is a for profit
company domiciled in Australia. The address of the
Company’s registered office is 235 Settlement Road
Thomastown VIC 3074 Australia. The consolidated
financial statements (“financial report” or “consolidated
financial report”) of the Company for the financial year
ended 30 June 2022 comprises the Company and its
controlled entities (together referred to as the “Group”).
During the year the Company has entered into a deed of
cross-guarantee with its subsidiary entities. Under the deed
of cross-guarantee, each body has guaranteed that the
debts to each creditor of each other body which is a party to
the deed will be paid in full in accordance with the deed.
The financial report was authorised for issue
by the Directors on 26 August 2022.
In preparing the financial report, the Directors have made an
assessment of the ability of the Group to continue as a going
concern, which includes consideration of ongoing compliance
with financial debt covenants (see note 18), the continuity of
business operations, realisation of assets and settlement
of liabilities in the ordinary course of business and at the
amounts stated in the financial report. The Directors have
a reasonable expectation that the Group will have adequate
resources to continue to meet its obligations as they fall due.
(c) New and amended standards adopted by the Group
The following new and amended standards are not expected to
have a significant impact on the Group’s consolidated financial
statements.
• COVID-19-Related Rent Concessions beyond
30 June 2021 (Amendment to IFRS 16).
(a) Statement of compliance
• Annual Improvements to IFRS Standards 2018-2020.
This financial report is a general purpose financial report
which has been prepared in accordance with Australian
Accounting Standards (AASBs) (including Australian
Interpretations) adopted by the Australian Accounting
Standards Board (AASB) and the Corporations Act
2001. The consolidated financial report of the Group
complies with the International Financial Reporting
Standards (IFRSs) and interpretations adopted by the
International Accounting Standards Board (IASB).
(b) Basis of preparation
The financial report is presented in Australian dollars,
which is the Company’s functional currency. The
financial report is prepared on the historical cost
basis except for certain financial assets and liabilities
(including share-based payments and derivative financial
instruments) which are stated at their fair value.
The Group is of a kind referred to in ASIC Corporations
(Rounding in Financial/Directors’ Reports)
Instrument 2016/191 dated 24 March 2016 and in
accordance with that Instrument, amounts in the
financial report have been rounded off to the nearest
thousand dollars, unless otherwise stated.
The Group has consistently applied the accounting
policies (as set out in Note 1(d) – 1(u)) to all years
presented in this consolidated financial report.
• Property, Plant & Equipment: Proceeds before
Intended Use (Amendments to IAS 16).
• Reference to Conceptual Framework
(Amendments to IFRS 3).
• Classification of Liabilities as Current or
Non-current (Amendments to IAS 1).
• IFRS 17 Insurance Contracts and amendments
to IFRS 17 Insurance Contracts.
• Disclosure of Accounting Policies (Amendments
to IAS 1 and IFRS Practice Statement 2).
• Definition of Accounting Estimates (Amendments to IAS 8).
There are no significant new standards or interpretations not
yet adopted.
Standards issued but not yet effective
The Group has not early adopted the following new or
amended standards issued but not yet effective. The
standards are not expected to have a significant impact
on the Group’s consolidated financial statement.
• Onerous contracts – Cost of Fulfilling a
Contract (Amendments to IAS 37).
• Deferred Tax related to Assets and Liabilities arising
from a Single Transaction (Amendments to IAS 12).
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 1 9
Loss of control
When the Group loses control
over a subsidiary, it derecognises
the assets and liabilities of the
subsidiary, and any related NCI and
other components of equity. Any
resulting gain or loss is recognised
in the consolidated statement of
profit or loss. Any interest retained
in the former subsidiary is measured
at fair value when control is lost.
1. Significant accounting
policies (continued)
(d) Basis of consolidation
Business combinations
Business combinations are accounted
for using the acquisition method as
at the acquisition date. In assessing
control, the Group takes into
consideration potential voting rights
that currently are exercisable.
The Group measures goodwill
at the acquisition date as:
• the fair value of the consideration
transferred; plus
• the recognised amount of
any non-controlling interests
in the acquiree; plus
• if the business combination
is achieved in stages, the fair
value of the existing equity
interest in the acquiree; less
• the net recognised amount
(generally fair value) of the
identifiable assets acquired
and liabilities assumed.
When the excess is negative, a
bargain purchase gain is recognised
immediately in the consolidated
statement of profit or loss.
Transaction costs, other than those
associated with the issue of debt
or equity securities, that the Group
incurs in connection with a business
combination are expensed as incurred.
Controlled entities
Controlled entities are entities
controlled by the Company. Control
exists when the Company is exposed
to, or has rights to, variable returns
from its involvement with the entity and
has the ability to affect those returns
through its power over the entity.
Investments in controlled entities are
carried at their cost of acquisition in
the Company’s financial statements,
net of impairment write downs. Intra-
group balances and transactions, and
any unrealised income and expenses
arising from intra-group transactions,
are eliminated in preparing the
consolidated financial statements.
2 0 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
(h) Trade and other receivables
Trade and other receivables are
recognised initially at fair value
and subsequently measured at
amortised cost less loss allowance.
(i) Property, plant and equipment
All classes of property, plant
and equipment are stated at
cost less depreciation and any
accumulated impairment loss.
Depreciation
Items of property, plant and equipment
are depreciated on a straight-line
basis over their estimated useful
lives from the date that they are
installed and are ready for use.
The estimated useful lives for
each class of asset are:
Depreciation Rate
5% - 40%
Class of
Fixed Asset
Plant and
Equipment
(j)
Intangibles
Goodwill
Goodwill that arises upon the
acquisition of subsidiaries is
included in intangible assets. For the
measurement of goodwill at initial
recognition, see Note 1(d). Goodwill
is not amortised, but it is tested
for impairment annually, or more
frequently if events or changes in
circumstances indicate that it might
be impaired, and is carried at cost
less accumulated impairment losses.
Gains and losses on the disposal of an
entity include the carrying amount of
goodwill relating to the entity sold.
Computer software
Computer software comprises licence
costs and direct costs incurred in
preparing for the operation of that
software, including associated process
re-engineering costs. Computer
software is measured at cost less
accumulated amortisation and
impairment losses. Computer software
costs that have been categorised
as a Software-as-a-Service (SaaS)
arrangement are recognised as
an expense in the consolidated
statement of profit or loss.
The revenues and expenses of
foreign operations are translated
to Australian dollars at rates
approximating the foreign exchange
rates at the dates of the transactions.
Foreign currency differences are
recognised in other comprehensive
income and presented in the
translation reserve in equity.
However, if the operation is a non-
wholly owned subsidiary, then the
relevant proportionate share of the
translation difference is allocated
to the non-controlling interests.
(f) Cash and cash equivalents
Cash and cash equivalents comprise
cash balances and short-term
deposits with a maturity of three
months or less at inception date.
(g) Inventories
Inventories are measured at the
lower of cost and net realisable value.
The cost of inventories is based on
weighted average cost. In the case of
manufactured inventories and work in
progress, cost includes an appropriate
share of overheads. An impairment
allowance is made for obsolete,
damaged and slow-moving inventories.
1. Significant accounting
policies (continued)
(e) Foreign currency
Foreign currency transactions
Transactions in foreign currencies
are translated to the respective
functional currencies of the Group
entities at exchange rates at the
dates of the transactions. Monetary
assets and liabilities denominated
in foreign currencies are translated
to the functional currency at the
exchange rate at the reporting
date. Non-monetary assets and
liabilities that are measured based on
historical cost in a foreign currency
are translated using the exchange
rate at the date of the transaction.
Non-monetary assets and liabilities
that are measured at fair value in
a foreign currency are translated
into the functional currency at the
exchange rate when the fair value
was determined. Foreign currency
differences arising on translation
are recognised in the consolidated
statement of profit or loss.
Foreign operations
The assets and liabilities of foreign
operations, including goodwill
and fair value adjustments arising
on acquisition, are translated to
Australian dollars at exchange
rates at the reporting date.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 2 1
1. Significant accounting policies (continued)
Other intangible assets
Brand names and customer relationships acquired in
a business combination are recognised at fair value at
the acquisition date. Brand names have an indefinite
useful life and are measured at cost less accumulated
impairment losses. Customer relationships have a finite
useful life and are measured at cost less accumulated
amortisation and any accumulated impairment losses.
Amortisation
Except for goodwill and brand names, intangible assets
are amortised on a straight-line basis in the consolidated
statement of profit or loss over their estimated useful lives,
from the date that they are available for use. In current
and comparative periods, customer relationships was
estimated to have a useful life of 10 years. Amortisation
methods, useful lives and residual values are reviewed
at each reporting date and adjusted if appropriate.
(k) Financial Instruments
Investments and other financial assets
The Group measures a financial asset at its fair value plus,
in the case of a financial asset not at fair value through
profit or loss (“FVPL”), transaction costs that are directly
attributable to the acquisition of the financial asset.
Transactions costs of financial assets carried at FVPL are
expensed in the consolidated statement of profit or loss.
Impairment of financial assets
The Group assesses on a forward-looking basis the
expected credit losses associated with its instruments
carried at amortised cost and fair value through
other comprehensive income (“OCI”). The impairment
methodology applied depends on whether there
has been a significant increase in credit risk.
For trade receivables, the Group applies the
simplified approach permitted by AASB 9, which
requires expected lifetime losses to be recognised
from initial recognition of the receivables.
To measure the expected credit losses, trade receivables
and contract assets have been grouped based on shared
credit risk characteristics and the days past due. The
contract assets relate to unbilled work in progress
and have substantially the same risk characteristics
as the trade receivables for the same type of contract.
The Group has concluded that the expected loss rates
of trade receivables are a reasonable approximation
to the loss rates for the contract assets.
(l) I mpairment of assets (financial and non-financial)
Non-financial
Goodwill and intangible assets that have an indefinite
useful life are not amortised but are tested annually for
impairment in accordance with AASB 136. Other assets are
tested for impairment whenever events or circumstances
arise that indicate that the carrying amount of the asset may
be impaired. An impairment loss is recognised where the
carrying amount of the asset exceeds its recoverable amount.
The recoverable amount of an asset is defined as the higher
of its fair value less costs of disposal and value in use.
Financial
Financial assets are tested for impairment at each financial
year end.
(m) Employee benefits
A provision is made for the Group’s liability for employee
benefits arising from services rendered by employees
to balance date. These benefits include wages and
salaries, annual leave and long service leave. Sick
leave is non-vesting and has not been provided for.
(n) Provisions
A provision is recognised in the statement of financial position
when the Group has a present legal or constructive obligation
as a result of a past event, and it is probable that an outflow
of economic benefits will be required to settle the obligation.
Make good
Provision for make good in respect of leased properties
is recognised where appropriate based on the estimated
cost to be incurred to restore premises to the required
condition under the relevant lease agreements.
(o) Trade and other payables
Trade and other payables are stated at amortised cost.
2 2 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
1. Significant accounting policies (continued)
(p) Revenue and other income
Revenue is recognised when control of a good
or service transfers to a customer. Determining
the timing of the transfer of control – at a point
in time or over time - requires judgement.
Sale of goods – revenue recognised at a point in time
Revenue from the sale of goods that are not subject
to contract manufacturing arrangements is measured
at the fair value of the consideration received or
receivable, net of returns, rebates and goods and
services tax payable to the taxation authority.
Revenue is recognised when a customer obtains control
of the promised goods and the Group has satisfied its
performance obligation in relation to the promised goods.
In determining when control of promised goods passes
to the customer, the Group considers a variety of factors
including a present right to payment, physical possession,
legal title, the transfer of significant risk and rewards
of ownership of the goods and customer acceptance
of the asset. The timing of the transfer of control to
the customers for the sale of goods occurs either:
• When the goods are despatched or delivered in line
with the Incoterms as detailed in the relevant contract
of sale or purchase order for the goods. The Group
sells a significant proportion of its products on Free-
In-Store/ Delivered at Place Incoterms. This means
the Groups control of the goods passes when the
product is delivered to the agreed destination;
• When they are made available to the customer
and ownership transfers prior to despatch
as detailed in the relevant contract of sale
or purchase order for the goods; or
• On notification (following stocktake) that the product
has been used when the goods are consignment
products located at customers’ premises.
Where cash consideration has been received but the
revenue recognition criteria has not been met, such
amounts have been recorded on the consolidated
statement of financial position as a contract liability.
Sale of goods – contract manufacturing and
supply revenue recognised over time
The Group has determined that for bundled contract
manufacturing comprising design, build, install and service
elements, the customer controls the goods once the goods
are finished and installed on premises in accordance with
the relevant contract. This is because under the contract,
goods are manufactured to a customer’s specification, and
if a firm order that is placed by the customer in accordance
with the agreement is terminated, the Group is entitled to a
reimbursement of the costs incurred in manufacturing the
goods, including a reasonable margin. Therefore, revenue for
the agreements and the associated costs are recognised over
time. That is, before the goods are delivered to the customer’
premises. Invoices issued according to contractual terms and
amounts not yet invoiced are presented as contract assets.
(q) Leases
Leases in which the Group is a lessee
The Group recognises all lease liabilities and corresponding
right-of-use assets, with the exception of short-term (12
months or fewer) and low value leases, on the balance sheet.
Lease liabilities are initially measured at the net present value
of future lease payments and extension options expected to be
exercised. Variable lease payments not dependent on an index
or rate are excluded from the calculation of lease liabilities.
Payments are discounted at the incremental borrowing rate
of the lessee. Non-lease components are excluded from the
projection of future lease payments and recorded separately
within operating costs on a straight-line basis.
The right-of-use asset, resulting from a lease arrangement, at
initial recognition reflects the lease liability, initial direct costs
and any lease payments made before the commencement date
of the lease less any lease incentives plus, where applicable,
provision for dismantling and restoration.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 2 3
(s)
Income tax
Income tax on the profit or loss for the year comprises
current and deferred tax. Income tax is recognised
in the statement of profit or loss except to the
extent that it relates to items recognised directly in
equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability
method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation
purposes. The following temporary differences are not
provided for: initial recognition of goodwill, the initial
recognition of assets or liabilities that affect neither
accounting nor taxable profit, and differences relating
to investments in subsidiaries to the extent that they
will probably not reverse in the foreseeable future. The
amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying
amount of assets and liabilities, using tax rates enacted
or substantively enacted at the balance sheet date.
Deferred tax assets are recognised for unused tax losses,
unused tax credits and deductible temporary differences only
to the extent that it is probable that future taxable profits
will be available against which they can be used. Future
taxable profits are determined based on the reversal of
relevant taxable temporary differences. If the amount of
taxable temporary differences is insufficient to recognise
a deferred tax asset in full, then future taxable profits,
adjusted for reversals of existing temporary differences, are
considered, based on the business plans for the Group.
Additional income taxes that arise from the
distribution of dividends are recognised at the same
time as the liability to pay the related dividend.
1. Significant accounting policies (continued)
The Group recognises depreciation of right-of-
use assets and interest on lease liabilities in the
consolidated statement of profit or loss over the lease
term. Repayments of lease liabilities are separated
into a principal portion (presented within financing
activities) and interest portion (which the Group presents
in operating activities) in the cash flow statement.
Leases in which the Group is a lessor
The Group sub-leases some of its properties. The Group has
applied the guidance set out in AASB 16 to classify these as
either a finance lease or operating lease.
Operating leases
Rental income is recognised in the statement of profit or loss
as other income.
Finance leases
The Group recognises an investment in sub-lease in the
statement of financial position. Rental income is recognised
in the consolidated statement of profit or loss as interest
income. Finance sub-leases are classified with reference
to the right-of-use asset arising from the head lease.
(r) Finance income and finance costs
Finance income comprises interest income on
funds invested and on finance leases where the
Group is a lessor. Interest income is recognised as
it accrues in the consolidated statement of profit
or loss, using the effective interest method.
Finance costs comprise interest expense on borrowings
and leases.
Borrowing costs that are not directly attributable to the
acquisition, construction or production of a qualifying
asset are recognised in the consolidated statement of
profit or loss using the effective interest method.
Foreign currency gains and losses on financial assets and
financial liabilities are reported on a net basis as either
finance income or finance cost depending on whether foreign
currency movements are in a net gain or net loss position.
2 4 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
1. Significant accounting
policies (continued)
Tax consolidation
The Company and its wholly owned
Australian resident entities have
formed a tax consolidated group
with effect from 1 November 2002
and are therefore taxed as a single
entity from that date. The head
entity within the tax consolidated
group is Coventry Group Ltd.
Current tax expense/income, deferred
tax liabilities and deferred tax assets
arising from temporary differences of
the members of the tax consolidated
group are recognised in the separate
financial statements of the members
of the tax consolidated group using
the ‘separate taxpayer within group’
approach by reference to the carrying
amounts of assets and liabilities in
the separate financial statements
of each entity and the tax values
applying under tax consolidation.
Any current tax liabilities (or assets)
and deferred tax assets arising from
unused tax losses of the controlled
entities is assumed by the head entity
in the tax consolidated group and
recognised by the Company as an
equity contribution or distribution.
The Company recognises deferred tax
assets arising from unused tax losses
of the tax consolidated group to the
extent that it is probable that future
taxable profits of the tax consolidated
group will be available against
which the asset can be utilised.
Any subsequent period adjustments
to deferred tax assets arising
from unused tax losses as a
result of revised assessments of
the probability of recoverability is
recognised by the head entity only.
(t) Goods and services tax
Revenue, expenses and assets are
recognised net of the amount of
goods and services tax (“GST”),
except where the amount of GST
incurred is not recoverable from
the taxation authority. In these
circumstances, the GST is recognised
as part of the cost of acquisition of
the asset or as part of the expense.
Receivables and payables in the
statement of financial position
are stated with the amount of
GST included. Cash flows are
included in the statement of
cash flows on a gross basis.
(u) Accounting estimates
and judgements
In preparing these consolidated
financial statements, management
has made judgements, estimates and
assumptions that affect the application
of the Group’s accounting policies
and the reported amounts of assets,
liabilities, income and expense. The
estimates and associated assumptions
are based on historical experience
and on other factors it believes to be
reasonable under the circumstances,
the results of which form the basis
of the reported amounts that are
not readily apparent from other
sources. Actual results may differ
from these estimates under different
assumptions and conditions.
Estimates and underlying
assumptions are reviewed on an
ongoing basis. Revisions to estimates
are recognised prospectively.
In particular, information about
significant areas of estimation
uncertainty and critical judgements
in applying accounting policies
that have the most significant
effect on the amounts recognised
in the financial statements are:
• estimation of current tax
payable, current tax expense and
recovery of deferred tax assets
based on forecasted taxable
profit – note 1(s) and note 7
• estimated useful life of
intangible assets – note 1(j)
• revenue recognition: whether
revenue from made-to-order
products is recognised over
time or at a point in time –
note 1(p) and note 2(b)
• estimated impairment of non-
financial assets and measurement
of the recoverable amount of
cash generating units – note 16
• valuation of inventories – note 1(g)
• valuation of trade receivables
– note 1 (k) and note 22
• estimation of lease term
under AASB16 – note 1 (q)
• estimation of fair value of assets
acquired and liabilities assumed
in business combinations,
and fair value of consideration
transferred (including contingent
consideration) – note 3
• estimation of share-based payment
arrangements – note 20.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 2 5
2. SEGMENT INFORMATION
(a) Description of segments
The Group has reportable segments as described below. For each of the strategic reportable segments, the CEO reviews
internal management accounts on a monthly basis. The following summary describes the operations of each of the
Group’s reportable segments:
Trade
Distribution
Includes the importation, distribution and marketing of industrial fasteners, industrial hardware supplies and
associated products, temporary fencing, and cabinet making hardware.
Fluid Systems
Includes the design, manufacture, distribution, installation and maintenance of lubrication and hydraulic fluid
systems and hoses.
2 6 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
2. Segment Information (continued)
(b) Segment information
Information regarding the results of each reportable segment is included below.
Information about reportable segments#
Trade
Distribution
Fluid Systems
Other business
units and
consolidation
adjustments
Total reportable
segments
30 June 2022
$’000
$’000
$’000
$’000
Segment revenue
Inter-segment revenue
193,044
129,763
-
-
Revenue from external customers
193,044
129,763
-
-
-
-
-
-
322,807
-
322,807
318,972
3,835
322,807
192,232
126,740
812
3,023
193,044
129,763
16,148
12,901
(13,544)
15,505
Timing of revenue recognition at
point in time
over time
Total
EBITDA##
Depreciation and amortisation
977
891
1,282
3,150
EBIT##
15,171
12,010
(14,826)
12,355
# EBITDA and EBIT are non-IFRS measures and reflect how management measures performance of the Group.
## EBITDA is earnings before interest, tax, depreciation, amortisation and has been adjusted as a result of AASB16 to exclude leases and significant items.
EBIT is earnings before interest and tax and has been adjusted to exclude leases and significant items.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 2 7
2. Segment Information (continued)
Information about reportable segments#
Trade
Distribution
Fluid Systems
Other business
units and
consolidation
adjustments
Total reportable
segments
30 June 2021
$’000
$’000
$’000
$’000
Segment revenue
Inter-segment revenue
170,285
119,027
-
-
Revenue from external customers
170,285
119,027
Timing of revenue recognition at
point in time
over time
Total
170,285
115,018
-
4,009
170,285
119,027
(60)
-
(60)
(60)
-
(60)
289,252
-
289,252
285,243
4,009
289,252
EBITDA##
11,737
13,844
(12,224)
13,357
Depreciation and amortisation
677
774
1,344
2,795
EBIT##
11,060
13,070
(13,568)
10,562
# EBITDA and EBIT are non-IFRS measures and reflect how management measures performance of the Group.
## EBITDA is earnings before interest, tax, depreciation, amortisation and has been adjusted as a result of AASB16 to exclude leases and significant items.
EBIT is earnings before interest and tax and has been adjusted to exclude leases and significant items.
2 8 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 2 9
2. Segment Information (continued)
(c) Other segment information
i. Segment Revenue
A reconciliation of segment revenue to total revenue from the sale of goods in the consolidated statement of profit or loss
is provided as follows:
Total segment revenue
Foreign exchange translation variance
Total revenue
ii. Segment Operating Profit/(Loss)
2022
$’000
2021
$’000
322,807
289,252
(483)
(730)
322,324
288,522
The performance of the Group’s reportable segments is based on EBIT. Reconciliation of EBIT to operating profit/(loss) in the
consolidated statement of profit or loss is provided as follows:
Total segment Underlying EBIT
Foreign exchange translation variance
Significant items
Net financing expense, excluding interest on lease liabilities (AASB16)
Income tax benefit/(expense)
Reversal of amortisation associated with change in
accounting policy relating to software-as-a-service
Impact of AASB16
NOTE
27
2022
$’000
2021
$’000
12,355
10,562
(15)
(2,149)
(1,006)
(3,116)
(38)
(2,344)
(2,089)
2,669
206
289
Depreciation of right-of-use assets
14
(11,202)
Net Interest on lease liabilities and sub-lease investment
Reversal of net rent and lease payments and receivables
Income tax benefit
Total operating profit
(d) Geographic information
(3,877)
13,031
614
4,841
(9,315)
(3,739)
10,478
773
7,246
Revenue based on the geographic location of customers were Australia $279,331,000 (2021:$249,027,000) and New Zealand
$42,993,000 (2021: $39,495,000).
3 0 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
3. BUSINESS COMBINATIONS
(a) Current period
business combinations
As the acquisitions have recently
occurred the fair value of assets
and liabilities are presented as
provisional amounts.
If new information obtained within
one year of the date of the acquisition
about facts and circumstances that
existed at the date of acquisition and
which identify differences in fair value,
then the accounting for the acquisition
will be revised.
Acquisition of Goudie Holdings Limited
and NZ Plank Hire Limited (“GHL”)
On 31 March 2022, the Group acquired
the business and certain assets
and liabilities of GHL, a specialist in
temporary fencing sales and hire and
scaffolding plank hire in Auckland.
The Group incurred acquisition-related
costs of $45,000 on legal fees and due
diligence costs. These costs have been
expensed in the consolidated statement
of profit or loss in the year incurred.
The goodwill is attributable to GHL’s
strong historic profit performance
and potential for further growth and
expansion. The acquisition offers
tangible synergies that will benefit the
Group’s Trade Distribution business
including joint customer opportunities,
group buying benefits and strong New
Zealand presence.
Acquisition of Fraser Coast Bolts
and Industrial Supplies (“FCB”)
On 1 April 2022, the Group acquired the
business and certain assets of FCB,
a leading provider of fasteners and
industrial supplies in the Hervey Bay
and Bundaberg regions in Queensland.
The Group incurred acquisition-related
costs of $5,000 on legal fees and due
diligence costs. These costs have
been expensed in the consolidated
statement of profit or loss in the year
incurred.
The goodwill is attributable to FCB’s
strong market position in a region that
has not been previously serviced by
the Trade Distributions network. The
acquisition offers synergies including
excellent growth opportunities and
buying benefits across the Trade
Distribution business.
Summary of business combinations
during the period
Details of the purchase consideration,
the net assets acquired and goodwill
are as follows:
Purchase consideration
Cash paid
Cash retention payable
Total
Fair value of net assets acquired
Inventories
Other current assets
Property, plant and equipment (note 13)
Deferred tax assets
Right-of-use assets (note 14)
Brand names (note 15)
Other payables
Employee benefits
Deferred tax liabilities
Lease liabilities
Total identifiable net assets acquired
Goodwill on consolidation (note 15)
Total
GHL
$’000
7,802
-
7,802
1,538
4
2,004
28
649
560
(71)
(70)
(157)
(649)
3,836
3,966
7,802
FCB
$’000
2,513
280
2,793
222
-
45
31
378
-
-
(30)
-
(378)
268
2,525
2,793
Total
$’000
10,315
280
10,595
1,760
4
2,049
59
1,027
560
(71)
(100)
(157)
(1,027)
4,104
6,491
10,595
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 3 1
3. Business Combinations (continued)
Revenue and profit contribution
(b) Prior period business combination provisional
The acquisition of GHL contributed revenues of $2,058,000
and net profit of $402,000 to the Group for the period from
31 March 2022 to 30 June 2022 (three months trading).
The acquisition of FCB contributed revenues of $706,000
and net profit of $169,000 to the Group for the period from
1 April 2022 to 30 June 2022 (three months trading).
If the acquisitions had occurred on 1 July 2021, the Group’s
estimated consolidated revenue and estimated consolidated
profit after tax for the year ended 30 June 2022 would
have been $330,572,000 and $6,290,000 respectively.
amounts finalised
At 30 June 2021 the amounts disclosed as the fair value of
the identifiable assets and liabilities acquired in the business
combination of Fluid Power Services (FPS) on 30 April 2021 were
presented as provisional amounts. The amounts have been
finalised and resulted in an increase to goodwill of $249,000
representing $249,000 post-tax inventory adjustments after a
detailed assessment of fair values.
The final acquisition accounting for FPS is summarised below:
FPS
$’000
1,646
200
1,846
239
69
127
295
(68)
(295)
367
1,479
1,846
Purchase consideration
Cash paid
Cash payable
Total
Fair value of net assets acquired
Inventories
Property, plant and equipment (note 13)
Net deferred tax assets
Right-of-use assets (note 14)
Employee benefits
Lease liabilities
Total identifiable net assets acquired
Goodwill on consolidation (note 15)
Total
3 2 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
4. AUDITOR’S REMUNERATION
Audit services
2022
$
2021
$
Engagement of audit and review of financial reports
327,720
290,000
Other services
Amounts paid and payable to KPMG:
Transaction services
Taxation services
Sustainability services
Total non-audit services
* Services relating to transactions that did not complete.
5. EMPLOYMENT COSTS
Wages and salaries
Liability for annual leave and long service leave
Contributions to superannuation funds
Payroll taxes
Other associated personnel expenses
Total
6. FINANCE INCOME AND FINANCE EXPENSES
Interest income from other entities
Net foreign exchange gain
Financial income
Interest expense
Interest expense on lease liabilities
Net foreign exchange loss
Financial expenses
Net financial expense
586,676*
11,954
11,054
10,000
7,688
-
609,684
17,688
2022
$’000
2021
$’000
57,374
50,557
5,614
5,638
3,458
1,973
4,417
4,686
2,881
1,489
74,057
64,030
2022
$’000
269
49
318
(1,115)
(4,085)
-
(5,200)
(4,882)
2021
$’000
281
-
281
(1,359)
(3,980)
(769)
(6,108)
(5,827)
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 3 3
7. TAXES
Current tax expense
Current year
Tax recognised in the profit or loss
Deferred tax expense
Recognition of previously unrecognised Deferred Tax Assets (DTA)
Origination and reversal of temporary differences
Total deferred tax (benefit)
2022
$’000
2,764
2,764
-
(263)
(263)
2021
$’000
2,530
2,530
(5,039)
(933)
(5,972)
Total income tax expense/(benefit)
2,501
(3,442)
Reconciliation of effective tax rate
Profit from operations for the period
Total income tax loss/(benefit)
Profit before income tax
Income tax using the Company’s domestic tax rate of 30%
Non-deductible expenditure
Recognition of previously unrecognised DTA
Effect of lower tax rate applicable to foreign controlled entity
4,841
2,501
7,342
2,203
332
-
(34)
7,246
(3,442)
3,804
1,141
460
(5,039)
(4)
Total income tax expense/(benefit)
2,501
(3,442)
3 4 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
7. Taxes (continued)
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Assets
Liabilities
Net
Trade and other receivables
Inventories
Property, plant and equipment
Right-of-use assets
Intangible assets
Employee benefits
Trade and other payables
Provisions
Lease liability
Other items
2022
$’000
83
1,336
2,360
-
-
2,354
1,054
125
2021
$’000
103
1,505
2,360
-
-
2,146
943
144
17,445
16,972
174
347
Tax losses carried forward
14,346
16,424
2022
$’000
(49)
-
-
2021
$’000
(2)
-
-
2022
$’000
34
1,336
2,360
2021
$’000
101
1,505
2,360
(12,525)
(12,323)
(12,525)
(12,323)
(4,785)
(4,816)
(4,785)
(4,816)
-
(73)
-
-
-
-
-
(25)
-
-
-
-
2,354
2,146
981
125
918
144
17,445
16,972
174
14,346
347
16,424
23,778
-
Tax assets/(liabilities)
39,277
40,944
(17,432)
(17,166)
21,845
Set off of deferred tax liability
(17,432)
(17,166)
17,432
17,166
-
Net deferred tax asset
21,845
23,778
-
-
21,845
23,778
Within the Group Australian operations there are unutilised carried forward tax losses of $76,605,343 (2021: $77,302,653). During
the financial year, the group recognised nil (2021: $5,039,398) deferred tax assets against these carried forward tax losses, for
a cumulative total of $18,151,234. The Group has determined it is probable that future taxable profits would be available for use
against tax losses.
8. EARNINGS PER SHARE
2022
2021
Weighted average of shares in year used in basic earnings per share (number)
91,013,828
89,960,819
Weighted average of dilutive rights outstanding (number)
1,628,068
1,732,978
Weighted average of shares in year used in calculating dilutive earnings per share (number)
92,641,896
91,693,797
Earnings used in basic and diluted earnings per share calculation ($)
4,841,336
7,246,280
Earnings/(loss) per share (cents)
Diluted earnings/(loss) per share (cents)
5.3 cents
8.1 cents
5.2 cents
7.9 cents
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 3 5
3 6 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
9. CASH AND CASH EQUIVALENTS
Cash and cash equivalents
10. TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Loss allowance (note 22(a))
Net investment in sub-lease
Total
Other receivables
Prepayments
Non-current
Net investment in sub-lease
2022
$’000
15,319
2022
$’000
48,036
(229)
47,807
213
48,020
2,668
4,587
7,255
2021
$’000
8,221
2021
$’000
43,565
(291)
43,274
190
43,464
3,958
3,481
7,439
1,604
1,817
Total trade and other receivables
56,879
52,720
During the year the Group recognised interest income of $208,000 on sub-lease receivables.
Information about the Group’s exposure to credit risk, foreign currency risk and interest rate risk is disclosed in note 22.
11. INVENTORIES
Work in progress
Finished goods
Provision for obsolescence
Net Inventory balance
2022
$’000
5,463
72,796
(4,492)
73,767
2021
$’000
2,952
66,019
(5,058)
63,913
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 3 7
12. PARENT ENTITY DISCLOSURES
As at, and throughout the financial year ending 30 June 2022 the parent company of the Group was Coventry Group Ltd.
Assets
2022
$’000
6,134
180
6,314
2021
$’000
(459)
25
(434)
99,152
87,767
242,554
230,147
96,253
92,915
125,642
121,596
151,618
149,773
2,034
5,675
1,652
-
(42,415)
(42,874)
116,912
108,551
Results of the parent entity
Profit/(loss) for the year
Other comprehensive income
Total comprehensive income/(loss) for the year after tax
Financial position of parent entity at year end
Current assets
Total assets
Current liabilities
Total liabilities
Total equity of the parent entity comprising:
Issued capital
Reserves
Profit reserve
Accumulated losses
Total equity
3 8 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
13. PROPERTY, PLANT AND EQUIPMENT
Cost at 1 July 2021
Accumulated Depreciation at 1 July 2021
Carrying amounts at 1 July 2021
Additions
Additions through business combinations (note 3)
Depreciation charge for the year
Disposals
Effect of movements in foreign exchange
Carrying amounts at 30 June 2022
Cost at 1 July 2020
Accumulated Depreciation at 1 July 2020
Carrying amounts at 1 July 2020
Additions
Additions through business combinations (note 3)
Depreciation charge for the year
Disposals
Effect of movements in foreign exchange
Carrying amounts at 30 June 2021
$’000
50,021
(40,841)
9,180
4,278
2,049
(2,054)
(172)
(91)
13,190
46,517
(39,740)
6,777
3,519
390
(1,454)
(49)
(3)
9,180
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 3 9
14. RIGHT-OF-USE ASSETS
Carrying amounts at 1 July 2021
Additions
Acquisitions through business combinations (note 3)
Terminations
Lease reassessments
Depreciation for the period
Effect of movements in foreign exchange
Carrying amount at 30 June 2022
Property
Vehicles
$’000
38,159
2,267
1,027
-
4,072
(8,140)
(158)
37,227
$’000
3,290
2,865
-
-
1,885
(3,062)
(37)
4,941
Total
$’000
41,449
5,132
1,027
-
5,957
(11,202)
(195)
42,168
Carrying amounts at 1 July 2020
35,591
4,244
39,835
Additions
Acquisitions through business combinations (note 3)
Terminations
Lease reassessments
Depreciation for the period
Effect of movements in foreign exchange
Carrying amount at 30 June 2021
5,297
1,419
-
3,171
942
-
(16)
139
6,239
1,419
(16)
3,310
(7,298)
(2,017)
(9,315)
(21)
38,159
(2)
3,290
(23)
41,449
4 0 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
Goodwill
Brand name
Customer
relationships
Computer
software
15. INTANGIBLE ASSETS
Carrying amounts at 1 July 2021
Additions
Additions through business combinations (note 3)
Amortisation for the year
Effect of movements in foreign exchange
$’000
30,310
-
6,740
-
(101)
$’000
11,376
-
560
-
(17)
Total
$’000
49,211
123
7,300
(886)
(118)
$’000
2,846
123
-
(276)
-
$’000
4,679
-
-
(610)
-
4,069
Carrying amounts at 30 June 2022
36,949
11,919
2,693
55,630
Carrying amounts at 1 July 2020,
as previously reported
26,395
11,376
5,289
4,842
47,902
Impact of restatement
-
-
-
(1,780)
(1,780)
Restated balance at 1 July 2020
26,395
11,376
5,289
3,062
46,122
Additions
Amortisation for the year
3,915
-
-
-
Carrying amounts at 30 June 2021
30,310
11,376
-
(610)
4,679
224
4,139
(440)
(1,050)
2,846
49,211
16. IMPAIRMENT OF NON-FINANCIAL ASSETS
For the purpose of impairment testing, goodwill and indefinite life intangible assets are allocated to the Group’s reportable
segments. The aggregate carrying amounts of goodwill and indefinite life intangible assets allocated to each CGU are as follows.
2022
2021
Goodwill
Brand Name
Total
Goodwill
Brand Name
$’000
$’000
$’000
$’000
$’000
Total
$’000
Fluid Systems
15,682
-
15,682
15,433
-
15,433
Trade Distribution
21,267
11,919
33,186
14,877
11,376
26,253
Total
36,949
11,919
48,868
30,310
11,376
41,686
The key assumptions used in the value in use calculations
include projected sales growth, projected gross margins,
terminal growth rate, improvements in working capital and
the discount rate. These assumptions are based on historical
experience and projected performance. Budget and forecast
calculations cover a period of five years. A long-term growth
rate is determined and applied to project future cash flows
after the fifth year.
For the year ended 30 June 2022, the Group’s value in use
model showed the recoverable amount exceeded the
carrying amount of both the Trade Distribution and Fluid
Systems CGUs.
The values assigned to the key assumptions were:
Fluid Systems
• Sales growth at 7.11% for FY23, 8.00% for FY24,
7.00% for FY25, 6.00% for FY26 and 8.00% for FY27
• Terminal growth 2.5%
• Post-tax WACC of 9.13%
Trade Distribution
• Sales growth at 14.40% for FY23, 10.68% for FY24,
8.55% for FY25, 7.65% for FY26 and 8.00% for FY27
• Terminal growth 2.5%
• Post-tax WACC of 9.13%
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 4 1
4 2 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
17. TRADE AND OTHER PAYABLES
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in Note 22.
Trade payables
Other trade payables and accrued expenses
Total trade and other payables
Current
Non-current
Total trade and other payables
18. I NTEREST-BEARING LOANS AND BORROWINGS
Current
Borrowing facility
Total interest-bearing loans and borrowings
2022
$’000
36,920
12,689
49,609
48,875
734
49,609
2022
$’000
48,411
48,411
2021
$’000
40,766
8,691
49,457
49,117
340
49,457
2021
$’000
24,500
24,500
Non-cash investing and financing activities
Guarantee facility
There were no non-cash investing and financing activities.
Borrowing Base facility
The Group has a $55.0 million Borrowing Base facility
against eligible inventory and debtors with a current expiry
of March 2024 (2021: $45.0 million). This is a revolving
facility on fixed term periods, and is subject to quarterly
financial covenants. The overall facility is secured by
General Security Deeds with Australian and New Zealand
entities as well as Rights of Entry to eligible inventory
locations. The facility is subject to a floating interest on
funds drawn. The facility limit is scalable for future growth.
In addition to the borrowing facilities above, the
Group has a $5.0 million Standby Letter of Credit
to provide security for Transactional Banking, Bank
Guarantees, FX and other transactional facilities up
to the limit specified in each individual guarantee.
ANZ Facilities
The Group maintains a small residual intraday
facility with ANZ which will be closed upon full
transition of transactional banking to the NAB.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 4 3
19. PROVISIONS
Make good
Warranties
$’000
3,281
(671)
(79)
2,531
$’000
490
128
(202)
416
Balance at 1 July 2021
Provisions increased/(decreased)
Provisions used
Balance at 30 June 2022
20. SHARE-BASED PAYMENTS
Executive and Director Incentive Plan
Total
$’000
3,771
(543)
(281)
2,947
An Executive and Director Incentive Plan was re-approved by shareholders in 2021. The Plan governs the future granting of
performance rights and issue of shares based on annual Company performance. Vesting of performance rights may vary subject
to the extent performance hurdles have been met and the exercise of Board discretion. On vesting, the performance rights entitle
the recipient to receive fully paid shares in the Company.
The following share-based payments existed at 30 June 2022:
30 June 2022
30 June 2021
Number of
performance
rights
Weighted
average
fair value
Number of
performance
rights
Weighted
average
fair value
Outstanding at the beginning of the year
1,732,978
$0.9962
1,262,406
$1.2558
Granted
Forfeited
Exercised
Lapsed
572,424
$1.7900
1,424,504
$0.9500
-
-
(751,432)
$1.3000
(677,334)
$1.0134
(202,500)
$1.1622
-
-
-
-
Outstanding at the end of the year
1,628,068
$1.2681
1,732,978
$0.9962
Total expenses arising from share-based payment transactions during the year were as follows:
• $1,002,052 relating to FY22 recognised in Employment costs
4 4 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
21. CAPITAL AND RESERVES
Ordinary shares Ordinary shares
2022
‘000
2021
‘000
Share capital
On issue at 1 July
90,012
89,809
Hedge reserve
The hedging reserve comprises the effective portion of
the cumulative net change in the fair value of hedging
instruments used in cash flow hedges pending subsequent
recognition in the consolidated statement of profit or loss as
the hedged cash flows affect profit or loss.
Profit reserve
The profit reserve comprises retained profits since the
reserve was first established in the 2021 financial year.
Conversion of
performance rights
Dividend
reinvestment plan
677
741
203
Dividends
-
On issue at 30 June
91,430
90,012
Ordinary shares
The holders of ordinary shares are entitled to receive
dividends as declared from time to time and are entitled
to one vote per share at meetings of the Company. All
shares rank equally with regard to the Company’s
residual assets.
Nature and purpose of reserves
Translation reserve
The translation reserve comprises all foreign exchange
differences arising from the translation of the financial
statements of foreign operations where their functional
currency is different to the functional currency of the
reporting entity, as well as from the translation of
liabilities that hedge the Company’s net investment in
a foreign subsidiary.
Share based payments reserve
The share-based payment reserve comprises the fair value
of shares and options that are yet to vest under share-based
payment arrangements.
The Board has declared a final dividend of 3.5 cents per
share, fully franked, in relation to the year ended 30 June
2022. The Company’s Dividend Reinvestment Plan enables
eligible shareholders to reinvest their dividend in additional
shares in the Company.
A final dividend of $2.7 million (3 cents per share, fully
franked) in relation to the financial year ended 30 June 2021
was declared and paid by the Group in the financial year
ended 30 June 2022. Final dividend paid includes dividend
reinvested of $1.2 million.
Company
2022
‘000
2021
‘000
9,903
11,069
Dividend
franking account
30 per cent franking
credits available
to shareholders
of the Company
for subsequent
financial years
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 4 5
22. FINANCIAL RISK
MANAGEMENT
The Group has exposure to the
following risks from their use of
financial instruments:
• Credit risk
• Liquidity risk
• Market risk
The Board of Directors has overall
responsibility for the establishment
and oversight of the risk management
framework.
All assets and liabilities for which fair
value is measured or disclosed in the
financial statements are categorised
within the fair value hierarchy,
described as follows, based on the
lowest level input that is significant to
the fair value measurement as
a whole:
• Level 1 – Quoted (unadjusted)
(a) Credit risk
Credit risk is the risk of financial
loss to the Group if a customer or
counterparty to a financial instrument
fails to meet its contractual obligations
and arises principally from the Group’s
cash and cash equivalents and
receivables from customers.
Exposure to credit risk
The carrying amount of the Group’s
financial assets represents the
maximum credit exposure. The
maximum exposure to credit risk at
the reporting date was:
market prices in active markets
for identical assets or liabilities
• Level 2 – Inputs other than quoted
prices included in Level 1 that are
observable for the asset or liability,
either directly (i.e. as prices) or
indirectly (i.e. derived from prices)
• Level 3 – Inputs for the asset
or liability that are not based
on observable market data
(unobservable inputs).
The Group has not disclosed the
fair values of the Level 1 financial
instruments detailed below including
cash and cash equivalents, short
term trade receivables and payables,
borrowing facility and lease liabilities
because their carrying amounts are a
reasonable approximation of fair value.
Cash and cash equivalents
Trade receivables
Total
Trade and other receivables
Note
9
10
Carrying amount
2022
‘000
15,319
49,624
64,943
2021
‘000
8,221
45,281
53,502
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the Group’s customer base, including the default risk of the industry and country in which customers operate, has less of an
influence on credit risk. The Group has no significant concentration of customer base.
Management has established a credit policy under which each new customer is analysed individually for creditworthiness before
the Group’s standard payment and delivery terms and conditions are offered.
Goods are sold subject to retention of title clauses, so that in the event of non-payment the Group may have a secured claim. The
Group’s terms and conditions of trade have been amended to incorporate the Personal Property Security legislation. The Group
does not normally require collateral in respect of trade and other receivables.
The Group’s maximum exposure to credit risk for trade receivables at the reporting date by geographic region was Australia
$44,403,000 (2021: $40,248,000) and New Zealand $5,220,000 (2021: $5,033,000).
Cash at bank and short-term or long-term deposits are held with Australian and New Zealand banks with acceptable
credit ratings.
4 6 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
22. Financial Risk Management (continued)
Impairment of Trade Receivables
The Group applies the AASB 9 simplified approach to
measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables.
To measure the expected credit losses, trade receivables have
been grouped based on shared credit risk characteristics,
days past due and historic credit loss data.
The loss allowance as at 30 June 2022 was determined as
follows for trade receivables:
Current
More than 30
days past due
More than 60
days past due
More than 120
days past due
Total
30 June 2022
Australia
Expected loss rate (%)
Gross carrying amount ($’000) /
balance outstanding as reporting date
Loss allowance ($’000)
New Zealand
Expected loss rate (%)
Gross carrying amount ($’000) /
balance outstanding at reporting date
Loss allowance ($’000)
30 June 2021
Australia
Expected loss rate (%)
Gross carrying amount ($’000) /
balance outstanding as reporting date
Loss allowance ($’000)
New Zealand
Expected loss rate (%)
Gross carrying amount ($’000) /
balance outstanding at reporting date
Loss allowance ($’000)
0.0%
40,460
-
0.0%
5,041
-
0.0%
36,363
-
0.0%
4,949
-
0.1%
1,424
1
0.1%
74
-
0.1%
1,279
1
1.2%
586
7
1.9%
60
1
47.6%
342
163
76.1%
75
57
1.7%
65.8%
491
8
336
221
0.1%
2.0%
76.6%
29
-
39
1
79
60
42,812
171
5,250
58
38,469
230
5,096
61
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 4 7
4 8 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
22. Financial Risk Management (continued)
(b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to
meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure that it will always
have sufficient liquidity to meet its liabilities when due, under
both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s
reputation.
The Group maintains a $55 million Borrowing Base facility on
which interest is payable at prevailing market rates.
Maturities of financial liabilities
The following are the contractual maturities of financial
liabilities, including estimated interest payments and
excluding the impact of netting agreements:
2022
Carrying
amount
Contractual
cash flow
6 mths or less
6-12 mths
1-2 years
$’000
$’000
$’000
49,609
(49,609)
(48,604)
48,411
56,067
(48,411)
(48,411)
$’000
(271)
-
$’000
(423)
-
(71,702)
(7,640)
(6,668)
(11,986)
(45,408)
More than
2 years
$’000
(311)
-
Non derivative
financial
liabilities
Trade and other
payables
Borrowing facility
Lease liability
Total
154,087
(169,722)
(104,655)
(6,939)
(12,409)
(45,719)
The outflows associated with forward contracts used for hedging are US$5.7 million (A$7.9 million), 2021: US$5.2 million (A$6.9
million) and will have been made within 11 months or less
2021
Carrying
amount
Contractual
cash flow
6 mths or less
6-12 mths
1-2 years
$’000
$’000
$’000
$’000
Non derivative
financial
liabilities
Trade and other
payables
Borrowing facility
Lease liability
49,457
(49,457)
(49,117)
24,500
53,994
(24,500)
(24,500)
(71,929)
(6,412)
-
-
(6,137)
(6,137)
Total
127,951
(145,886)
(80,029)
More than
2 years
$’000
-
-
$’000
(340)
-
(10,900)
(48,480)
(11,240)
(48,480)
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 4 9
Borrowings
Lease liabilities
Total liabilities
from financing
activities
$’000
$’000
$’000
24,500
492,556
53,994
78,494
-
492,556
(468,645)
(11,107)
(479,752)
-
-
-
12,351
12,351
1,027
(198)
1,027
(198)
48,411
56,067
104,478
10,869
315,844
52,287
63,156
-
315,844
(302,213)
(9,261)
(311,474)
-
-
-
6,239
1,419
3,310
6,239
1,419
3,310
24,500
53,994
78,494
22. Financial Risk Management (continued)
Changes in liabilities arising from financing activities
30 June 20221
Opening balance at the beginning of the financial year
Proceeds
Repayments
New leases, reassessments and disposals
Assumed in business combinations
Effects of movement in foreign exchange
Closing balance
30 June 20211
Opening balance at the beginning of the financial year
Proceeds
Repayments
New leases, reassessments and disposals
Assumed in business combinations (note 3)
Lease reassessments
Closing balance
1 Repayments are presented net of interest expense
5 0 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
22. Financial Risk Management (continued)
(c) Market risk
Capital management
Market risk is the risk that changes in market prices, such
as foreign exchange rates and interest rates will affect
the Group’s income or the value of its holdings of financial
instruments. The objective of market risk management
is to manage and control market risk exposures within
acceptable parameters, while optimising the return.
The Group’s policy is to maintain a strong capital base so
as to maintain investor, creditor and market confidence and
to sustain future development of the business. The Group
defines capital as cash, banking facilities and equity.
Neither the Company nor any of its subsidiaries are
subject to externally imposed capital requirements.
Currency risk
Interest rate risk
The Group is exposed to foreign currency risk on purchases
that are denominated in a currency other than the
Australian dollar. The currencies giving rise to this risk
are primarily US dollars and Euros. The Group adopts a
policy of obtaining, foreign currency forward contracts
to hedge its exposure to USD foreign currency risks.
The Group’s interest rate risk arises primarily from interest-
bearing liabilities with variable interest rates where interest
rate movements can impact the Group’s cash flow exposures.
At the reporting date the interest rate profile of the Group’s
interest-bearing financial instruments was:
Variable rate financial assets
Borrowing facility
Total
Carrying amount
2022
$’000
15,319
2021
$’000
8,221
(48,411)
(24,500)
(33,092)
(16,283)
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any material fixed rate financial assets and liabilities at fair value through profit or loss, and the
Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model.
Therefore, a change in interest rates at the reporting date would not affect profit or loss.
23. LEASES
Leases as lessee
Non-cancellable short-term or low value leases are payable as follows:
Less than one year
Between one and five years
More than five years
Total
2022
$’000
73
-
-
73
2021
$’000
52
-
-
52
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 5 1
23. Leases (continued)
The Group leases various premises, plant and equipment and motor vehicles under short-term or low value leases. The leases run
for 12 months or less or are of low value. Lease payments are reviewed periodically to reflect market rentals. None of the leases
include contingent rentals.
During the financial year ended 30 June 2022 the Group recognised $313,000 (2021: $215,000) as an expense in the consolidated
statement of profit or loss in respect of short-term or low value leases.
Leases as lessor
At the end of the reporting period, the future minimum lease payments under non-cancellable leases are receivable as follows:
Less than one year
Between one and five years
More than five years
Total
2022
$’000
934
1,838
200
2021
$’000
976
412
316
2,972
1,704
During the financial year ended 30 June 2022, the Group recognised $1,058,000 (2021: $729,000) as income in the consolidated
statement of profit or loss.
24. CONTROLLED ENTITIES
COV Holdings (Aust) Pty Ltd
Coventry Group (NZ) Limited
COV Holdings (NZ) Pty Ltd (i)
Nubco Proprietary Limited
Country of
Incorporation
Ownership interest
2022
2021
%
Australia
New Zealand
New Zealand
Australia
%
100
100
100
100
%
100
100
100
100
The ultimate parent entity is Coventry Group Ltd.
(i) The company is a 100% controlled entity of COV Holdings (Aust) Pty Ltd and operates in New Zealand.
Deed of Cross Guarantee
During the year the Company has entered into a deed of cross-guarantee with its subsidiary entities. All entities listed in the table
above are parties to the deed under which each company guarantees the debts of the others. Pursuant to ASIC Corporations
(Wholly-owned Companies) Instrument 2016/785, Nubco Proprietary Limited is relieved from the Corporations Act requirements
to prepare a financial report and directors’ report.
5 2 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
25. RECONCILIATION OF CASH FLOWS FROM
OPERATING ACTIVITIES
Note
6
7
Cash flows from operating activities
Profit/(loss) for the period
Adjustments for:
Equity-settled share-based payments
Depreciation and amortisation
Other non-cash or non-operating exceptional items
Interest income from other entities
Interest expense
Net gain on disposal of property, plant and equipment
Income tax expense/(benefit)
Operating profit before changes in working capital and provisions
Change in trade and other receivables
Change in inventories
Change in trade and other payables
Change in provisions and employee benefits
Operating profit after changes in working capital and provisions
Interest paid
Income taxes paid
Net cash from operating activities
26. RELATED PARTIES
Transactions with key management personnel
Key management personnel compensation comprised the following:
Short-term employee benefits
Post-employment benefits
Other long-term benefits
Share-based payments
Share-based payments true-up
Total
2022
$’000
4,841
916
14,142
512
(269)
5,200
31
2,501
27,874
(3,972)
(8,450)
(150)
532
15,834
(5,010)
(186)
10,638
2021
$’000
7,246
1,288
11,819
(173)
(281)
5,339
71
(3,442)
21,867
(11,887)
(7,638)
9,597
735
12,674
(5,245)
(470)
6,959
2022
$’000
2021
$’000
1,363,330
1,048,024
82,867
162,083
455,129
-
71,810
123,696
372,587
318,569
2,063,409
1,934,686
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 5 3
26. Related Parties (continued)
Apart from the details disclosed in this note, no director has entered into a material contract with the Group since the end of the
previous financial year and there were no material contracts involving directors’ interests existing at year-end.
Key management personnel transactions
From time to time, key management personnel may purchase goods from companies within the Group on the same terms as apply
to other employees of the Group. The value of these transactions is insignificant.
Transactions with other related parties
The Group has a related party relationship with its controlled entities (see Note 24). Transactions between the parent entity and its
controlled entities are eliminated on consolidation and are not disclosed.
27. SIGNIFICANT ITEMS
The following significant costs were incurred in the year ended 30 June 2022.
Borrowing costs were incurred in the current financial year relating to refinancing activities during the year.
Share-based payment expense true-up (non cash)
Borrowing costs
Software-as-a-Service costs
Acquisition costs on transactions not completed
Acquisition costs on completed transactions
Other
Total
2022
$’000
-
-
437
917
50
745
2021
$’000
619
415
507
-
22
781
2,149
2,344
28. EVENTS OCCURRING AFTER THE REPORTING PERIOD
The Board has declared a final dividend of 3.5 cents per share, fully franked, in relation to the year ended 30 June 2022.
On 25 July 2022 the Company announced an on-market buy-back of a maximum of 9,143,035 ordinary fully paid shares (up to 10%
of issued capital) in the Company from the period 10 August 2022 to 10 August 2023.
Other than the matters outlined elsewhere in the Groups financial statements, no other matters or circumstances have arisen
since the end of the financial year that have significantly affected, or may significantly affect, the operations, results of operations
or state of affairs of the Group in subsequent accounting periods.
5 4 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 5 5
Coventry Group Ltd and its controlled entities
DIRECTORS’ REPORT
For the year ended 30 June 2022
The directors present their report together with the consolidated financial report of the Group comprising Coventry Group Ltd (the
“Company”) and its controlled entities for the year ended 30 June 2022.
CONTENTS OF DIRECTORS’ REPORT
1. Directors
2. Principal activities
3. Consolidated results
4. Dividends
5. Review of operations and results
6. Earnings per share
7. Significant change in the company’s affairs
8. Events subsequent to reporting date
9. Likely developments
10. Remuneration report - audited
10.1 Key Management Personnel (KMPs)
10.2 Principles used to determine the nature and amount of compensation
10.3 Details of compensation
10.4 Service contracts
10.5 Director share movement
11. Environmental regulation
12.
Insurance of officers
13. Corporate governance
14. Non-audit services
15. Lead auditor’s independence declaration
16. Company secretary
17. Rounding off
Directors’ Declaration
Lead Auditor’s Declaration under S307C of the Corporations Act 2001
Independent Auditor’s Report
Shareholder Information
Corporate Directory
5 6 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
58
62
62
62
63
64
64
64
64
64
65
70
71
71
72
72
72
73
73
73
74
75
76
77
81
84
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 5 7
1. DIRECTORS
Information on Directors
The directors of the Company at any time during or since the end of the financial year and up to the date of this report are:
NEIL GEORGE CATHIE
FCPA, GAICD, FCIS
ANDREW
WILLIAM NISBET
GAICD
JAMES SCOTT
CHARLES TODD
B.Comm, LLB, FFin, MAICD
INDEPENDENT
INDEPENDENT
INDEPENDENT
NON-EXECUTIVE CHAIRMAN
NON-EXECUTIVE DIRECTOR
NON-EXECUTIVE DIRECTOR
Chairman of Remuneration
Committee
Member of Audit and
Risk Committee
Member of Audit and
Risk Committee
Member of Remuneration
Committee
Chairman of Audit and
Risk Committee
Member of Remuneration
Committee
Mr Cathie was appointed as
a Director of the Company
in September 2014 and as
Chairman in January 2015. He
has extensive experience in very
relevant areas including having
a 27 year career at Australia’s
largest and most successful
plumbing and bathroom
distributor, ASX listed Reece
Limited, during which time he
served as its Chief Financial
Officer, Company Secretary and
General Manager, Finance and IT.
Mr Cathie is a Non-Executive
Director of Experience Co.
Limited (since 2019) and was
a Non-Executive Director of
Millennium Services Group
Limited from 16 October 2018
to 7 March 2019. He is also an
independent advisor and Chair
at Middendorp Electric and
independent advisor at Bowens
Timber & Hardware.
Other than those listed above,
he held no other listed company
directorships during the past
three financial years.
Mr Nisbet was appointed as
a Director of the Company
in October 2017.
During his extensive career
at ASX listed Reece Limited
he held a variety of senior
leadership roles, from Marketing
to Merchandising, IT, Supply
Chain Transformation, Innovation
and the management of a
number of Strategic Business
Units, including the Reece
expansion into New Zealand.
Mr Nisbet is a graduate of the
Australian Institute of Company
Directors. he continues to
consult to businesses on
strategy and works with SME’s in
setting up their advisory boards.
He held no other listed company
directorships during the
past three financial years.
Mr Todd was appointed as
a Director of the Company
on 3 September 2018.
Mr Todd is an experienced
company director, corporate
adviser and investor. He
commenced his career in
investment banking, and has
taken active roles with, and
invested in, a range of public
and private companies. He was
until recently Managing Director
of Wolseley Private Equity, an
independent private equity firm
which he co-founded in 1999.
He is also a Non-Executive
Director of three other ASX
listed companies; IVE Group
Limited (since June 2015), HRL
Holdings Limited (since March
2018) and Bapcor Limited
(since September 2020).
Other than those listed above,
he held no other listed company
directorships during the past
three financial years.
5 8 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
ROBERT JAMES
BULLUSS
FCPA, GAICD, B Bus (Acc)
MANAGING DIRECTOR
AND CHIEF EXECUTIVE
OFFICER
Mr Bulluss was appointed Chief
Executive Officer on 3 May 2017
and Managing Director and Chief
Executive Officer on 29 August
2017. He was previously Chief
Finance Officer (CFO) of the
Company from October 2016 to
April 2017. Prior to joining the
Company he was CFO for over
15 years for the Australasian
division of Bunzl plc.
He held no other listed company
directorships during the
past three financial years
TONY HOWARTH AO
FAICD (Life), SF FIN (Life)
ALEX WHITE
B.Bus (EconFin)
NON-EXECUTIVE DIRECTOR
NON-EXECUTIVE DIRECTOR
Member of Audit and
Risk Committee
Member of Remuneration
Committee
Member of Audit and Risk
Committee
Member of Remuneration
Committee
Mr Howarth was appointed
as a Director of the
Company on 4 May 2020.
Mr Howarth has a strong
background in the banking
and finance industry having
held executive positions in
government, regional and
major banks as well as building
societies and stockbroking
companies. He has broad
based industry experience
from his time as President
of the Australian Chamber
of Commerce and Industry
and Australian International
Chamber of Commerce, as
well as Chair of Catholic
Health Australia. He has had
a long involvement with the
University of Western Australia
and is an Adjunct Professor at
the UWA Business School.
He is also a Non-Executive
Director of Alinta Energy, BWP
Management Ltd, and Viburnum
Funds as well as the Chairman
of St John of God Foundation Inc.
Mr Howarth was a Non-Executive
Director of Wesfarmers Ltd from
2007 to 2019 and Chairman of
MMA Offshore Ltd from 2006 to
2017. Previously he had been
Chairman of Home Building
Society and Deputy Chairman
of Bank of Queensland Ltd.
He has held no other listed
company directorships during
the past three financial years.
Mr White was appointed as
a Director of the Company
on 1 March 2022.
Mr White is a Director
of Richmond Hill Capital
(“RH Capital”) and is jointly
responsible for managing its
RH High Conviction Fund.
Mr White has over fifteen years
of corporate and investment
management experience and
prior to co-founding RH Capital,
he was jointly responsible for
the portfolio management of
the VF High Conviction Fund at
Viburnum Funds for six years.
Mr White joined Viburnum
following over three years with
Cooper Investors, a privately
owned specialist investment
manager, where he focused
on investment research for CI
Australian Equities Fund and CI
Brunswick Fund. He previously
gained industry experience
working for Fletcher Building
as a Strategy Analyst and as
a Credit Analyst for ratings
agency Standard and Poor’s.
Mr White is currently a
Director of the following
ASX listed companies:
• MOQ Digital Limited
(appointed June 2019)
• HRL Holdings (appointed
March 2021).
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 5 9
DIRECTORS’ INTERESTS
As at the date of this report particulars of the relevant interest of each director in the securities of the Company are as follows:
NG Cathie
RJ Bulluss
AW Nisbet
JSC Todd
A White #
T Howarth #
Number of
Ordinary Shares
850,000
658,056
135,269
118,977
31,241
-
# Mr Howarth and Mr White have declared their indirect interests in the shares of the Company as being shareholders
of Viburnum Funds Pty Ltd, Richmond Hill Capital Pty Ltd and Rat Pack Adventures Pty Ltd respectively, who are major
shareholders of the Company.
During the 2021/22 financial year and as at the date of this report no director has declared any interest in a contract or proposed
contract with the Company, the nature of which would be required to be reported in accordance with subsection 300(11)(d) of the
Corporations Act 2001.
6 0 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
DIRECTORS’ MEETINGS
The following table sets out the number of meetings of the Company’s board of directors and each board committee, held during
the year ended 30 June 2022, and the number of meetings attended by each director.
NG Cathie
RJ Bulluss
AW Nisbet
JSC Todd
T Howarth
A White
Board of Directors
Held
Eligible to attend
Attended
Audit & Risk Committee
Held
Eligible to attend
Attended
Remuneration Committee
Held
Eligible to attend
Attended
11
11
11
3
3
3
3
3
3
11
11
11
3
0
3
3
0
0
11
11
11
3
3
3
3
3
3
11
11
11
3
3
3
3
3
3
11
11
11
3
3
3
3
3
3
11
3
3
3
1
1
3
1
1
Note: Directors may pass resolutions in writing without a formal meeting being convened. Such resolutions are deemed by the Company’s Constitution to
be meetings. The above table does not include such meetings.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 6 1
2. PRINCIPAL ACTIVITIES
3. CONSOLIDATED RESULTS
The principal activities of the Group during the financial year
were:
Results of the Group were as follows:
Trade Distribution
• The importation, distribution and marketing of industrial
fasteners, stainless steel fasteners, construction fasteners,
specialised fastener products and systems, industrial
hardware and associated industrial tools and consumables
• Importation, distribution and marketing of hardware,
components and finished products to the commercial
cabinet making, joinery and shop fitting industries
2022
2021
$‘000
$‘000
Revenue from sale of goods
322,324
288,522
Profit/(loss) before tax
7,342
3,804
Income tax benefit/(expense)
(2,501)
3,442
• Temporary fencing sales and hire and scaffolding plank hire.
Profit after tax for the year
4,841
7,246
Fluid Systems
• design and installation of lubrication systems
• distribution of hose, connectors, fittings
and hydraulic hose assemblies
• design and supply of service truck components
• installation of fire suppression systems
• design and distribution of fluid handling systems,
pneumatic component sales and sale of hydraulic
associated products and consumables
• rock hammer service and repair.
4. DIVIDENDS
The Board has declared a final dividend of 3.5 cents per
share, fully franked, in relation to the year ended 30
June 2022.
6 2 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
5. REVIEW OF OPERATIONS AND RESULTS
People
Our Safety-First program continued in FY22. The
Group prioritises the Health, Safety and Wellbeing of
our people along with our customers, suppliers and
communities. We aspire to zero LTI’s and zero impact
on our people. During FY22 we had 4 Lost Time Injuries
(LTI’s) down from 7 the previous year and 13 in FY20.
We remain fully focussed on our People, Customers
and our Suppliers, and applying our values of Fairness,
Integrity, Respect, Safety and Teamwork (FIRST).
Financial performance#
The opening of a new branch in Invercargill late in FY21 and
the addition of GHL through acquisition takes our branch
footprint to 18. We also relocated our Albany branch to a
larger facility and refurbished our Dunedin branch.
Konnect and Artia Australia (KAA)
KAA delivered another material improvement in profitability
up $2.4m on the prior year. This was despite the impact
of the construction industry shutdowns, adverse weather
events and COVID-19 related absenteeism.
To achieve the result, KAA improved their value proposition,
service levels and reputation in the marketplace. The store
network was upgraded with store makeovers completed in
Bunbury, Lismore and Redcliffe and branch relocations to
larger facilities in better locations completed in Artarmon,
Wollongong and the Sunshine Coast. The store network
was expanded with a new branch in Rockhampton and we
added FCB (Hervey Bay) through acquisition.
FY22
FY21 % change
Nubco
Nubco delivered a second consecutive year of very
strong sales and EBITDA growth. The business managed
significant price inflation through the year, in particular
on its steel products. During the year we invested in our
Devonport retail branch.
The Tasmanian economy is performing well and we are
confident we can continue to grow in this market.
Revenue from
sale of goods
EBIT##
EBITDA##
Net Profit after tax
Net debt
$M
$M
322.3
288.5
+11.7%
12.4
15.5
4.8
33.1
10.6
+17%
13.4
+16.1%
7.2
-49.7%
16.3
Net tangible assets
113.6
109.8
+3.5%
# EBITDA and EBIT are non-IFRS measures and reflect how management measure
performance of the Group. Non-IFRS measures have not been subjected to audit.
## EBITDA is earnings before interest, tax, depreciation, amortisation and has been
adjusted to exclude leases and significant items. EBIT is earnings before interest and
tax and has been adjusted to exclude leases and significant items.
Review of businesses
Fluid Systems (FS)
In FY22 FS had positive sales growth of 9.0% but EBITDA
declined mainly due to a one-off large order of $7.9m
delivered and charged in FY21 and not repeated in FY22. FS
EBITDA in FY22 of $12.9m compared to $13.8m in FY21.
FS was particularly impacted by labour and skills shortages
requiring us to incur above normal overtime and hire labour to
deliver on our customer’s needs. We expanded our Redcliffe
operation to an additional site and closed our unprofitable Mt
Isa branch during the year. Both HIS and FPS performed to
expectations and integrations have progressed to plan.
Trade Distribution (TD)
TD sales for the year were up 13.4% on the prior year.
EBITDA for TD was $16.1m compared to $11.7m in FY21.
Trade Distribution New Zealand (TDNZ)
TDNZ delivered positive sales and EBITDA growth while
navigating another Government enforced lockdown,
global supply chain issues causing stock shortages in
some key product lines and other COVID-19 issues.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 6 3
6. EARNINGS PER SHARE
Basic earnings per share and diluted earnings per share for the year ended 30 June 2022 was 5.3 cents and 5.2 cents respectively.
This compares to a basic earnings per share and diluted earnings per share for the previous year of 8.1 cents and 7.9 cents
respectively.
7. SIGNIFICANT CHANGE IN THE COMPANY’S AFFAIRS
In the opinion of the Directors, there have been no other significant changes in the Group’s state of affairs during the financial year.
8. EVENTS SUBSEQUENT TO REPORTING DATE
The Board has declared a final dividend of 3.5 cents per share, fully franked, in relation to the year ended 30 June 2022.
On 25 July 2022 the Company announced an on-market buy-back of a maximum of 9,143,035 ordinary fully paid shares (up to 10%
of issued capital) in the Company from the period 10 August 2022 to 10 August 2023.
Other than the matters outlined elsewhere in the Groups financial statements, no other matters or circumstances have arisen
since the end of the financial year that have significantly affected, or may significantly affect, the operations, results of operations
or state of affairs of the Group in subsequent accounting periods.
9. LIKELY DEVELOPMENTS
The Group will continue to implement its five-year strategy and continue to operate in the markets in which it currently participates.
10. REMUNERATION REPORT - AUDITED
Remuneration is referred to as compensation throughout this remuneration report.
10.1 Key Management Personnel (KMPs)
KMPs are the persons who have authority and responsibility for planning, directing and controlling the activities of the Company
and the Group. The following were KMPs of the Group at any time during the reporting period and unless otherwise indicated were
KMPs for the entire period:
Key Management Personnel
RJ Jackson
Directors
NG Cathie
RJ Bulluss (CEO and Managing Director)
AW Nisbet
JSC Todd
T Howarth
A White*
* A White was appointed to the Board on 1 March 2022.
6 4 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
10.2 Principles used to determine the nature and amount of compensation
Non-executive directors
Non-executive directors receive cash fees for their board and committee work. They are eligible to participate in the Executive and
Director Incentive Plan which was re-approved by shareholders at the Annual General Meeting of the Company in October 2020.
Non-executive directors’ cash fees are determined within an aggregate directors’ fees pool limit, which is periodically recommended
for approval by shareholders. The total pool currently stands at $550,000 (2021: $550,000) per annum, and was last approved by
shareholders in November 2004 with effect from 1 July 2004. The Board determines the allocation of the maximum amount
approved by shareholders amongst the respective directors, having regard to their duties and responsibilities. Directors’ fees are
not directly linked to Company performance. Non-executive directors do not receive termination benefits. There is no provision for
retirement allowances to be paid to non-executive directors.
As at 30 June 2022 the non-executive directors’ fees were allocated as follows (includes statutory superannuation contributions):
Chairman (inclusive of Board and Committee work)
130,000
100,800
Chair of Audit and Risk Committee (inclusive of Board and Committee work)
Non-executive Directors (inclusive of Board and Committee work)
85,000
80,000
75,600
75,600
2022
$
2021
$
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 6 5
10.2 Principles used to determine the nature and amount of compensation (continued)
Executive pay
Remuneration policies
Remuneration of directors and senior executives is the responsibility of the Remuneration Committee. The Committee has resolved
to set remuneration packages which are appropriate in the context of the company’s size, complexity and performance but which
will attract the calibre of executive required to drive necessary change in order to enhance performance. The Committee seeks
external advice in relation to these matters where necessary.
Remuneration for the CEO and senior executives currently comprises three elements:
1. Fixed, cash-based remuneration which includes salary, superannuation and benefits
2. Eligibility to participate in the Company’s short-term incentive plan (STI Plan)
3. Eligibility to participate in the Company’s long-term share based Executive and Director Incentive Plan (LTI Plan)
The CEO and senior executives have employment contracts with notice periods executable by either party. There are no arrangements
in place to provide the CEO or any senior executive with a retirement benefit other than those which accrue by law. Superannuation
contributions are paid at the superannuation guarantee rate.
Cash incentives under the STI Plan of up to 65% of fixed annual compensation are payable to the CEO and senior executives based
on financial and non-financial measures framed around the Company’s trading performance and each individual’s performance.
The LTI Plan was re-approved by shareholders at the 2020 annual general meeting. This share-based plan provides for the granting
or issuing of performance rights in accordance with its terms and subject to the terms and performance hurdles set by the Board.
Business Performance
In considering the Group’s performance and benefits for shareholder wealth, the remuneration committee have regard to the
following financial performance metrics in respect of the current financial year and the previous four financial years.
2022
$’000
2021
$’000
2020
$’000
2019
$’000
2018
$’000
Sales revenue
322,324
288,522
247,567
202,346
168,050
EBITDA (i)
EBIT
NPAT
Dividends paid
Share price at year end ($)
15,505
12,355
4,841
2,721
1.33
13,357
10.561
7,246
-
1.45
6,637
4,026
(455)
-
0.57
2,811
1,145
(1,426)
-
0.91
(4,748)
(6,085)
(8,301)
-
1.35
(i) EBITDA is the key financial performance target considered in setting the Short-Term Incentive (STI).
(ii) Where applicable, comparative information has been restated for the effects of the application of new accounting standards.
6 6 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 6 7
10.2 Principles used to determine the nature and amount of compensation (continued)
Performance Rights (PR’s)
PR’s Key Inputs
Measurement date 10-day VWAP (iii)
$0.8482
$0.6021
$1.4210
FY20
Performance
Period
FY21
Performance
Period
FY22
Performance
Period
No. of PR’s granted
Grant date
Share price at Grant Date
Vesting date (1) (i)
Vesting date (2) (i)
Vesting date (3) (i)
% of PR’s vested - Vesting date (1)
% of PR’s vested – Vesting date (2)
% of PR’s vested – Vesting date (3)
No. of eligible PR’s vested – Vesting date (2)
No. of eligible PR’s vested – Vesting date (3)
No. of PR’s lapsed & forfeited
No. of eligible PR’s exercised up to 30 June 2022
No. of PR’s remaining to be vested and/or
exercised subject to service conditions
1,164,237
1,424,504 (iv)
572,424
25.10.2019
29.10.2020
22.10.2021
$1.30
$0.95
$1.79
01.09.2020
01.09.2021
01.09.2022 (ii)
N/A
N/A
01.09.2022 (ii)
01.09.2023 (ii)
01.09.2023 (ii)
01.09.2024 (ii)
33.3%
33.3%
N/A
N/A
N/A
N/A
N/A
N/A
846,318
211,944
N/A
N/A
-
474,835
N/A
N/A
N/A
N/A
N/A
N/A
-
-
105,975
949,669
572,424
No. of eligible PR’s vested - Vesting date (1)
317,919
474,835
Share-based payments recognised as an expense in the financial statements of the Company.
FY20
FY21
FY22
No. of performance rights issued
1,164,237
1,424,504
572,424
No. of eligible performance Rights vested (iv)
Share price at Grant Date
317,919
474,835
$1.30
$0.95
N/A (ii)
$1.79
Share-based payments expense (v)
$413,295
$826,989
$1,002,052
(i) Subject to service conditions.
(ii) Vesting determination not yet made.
(iii) Used to calculate grant of Performance Rights.
(iv) Performance rights granted in relation to FY21 and FY22 will vest in accordance with performance and employment conditions and in three separate annual vesting events. Consequently, the
share-based payments expense for FY21 and FY22 is recognised based on graded vesting and the probability that 100% of participants will receive 100% of their grant over a three-year period
(v) Share-based payment expense ‘true up’ in FY21 ($618,921) presented as a one-off non-cash significant item in that period.
6 8 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
10.2 Principles used to determine the nature and amount of compensation (continued)
Performance Rights Commentary
In FY22, one third of the performance rights that were vested
to the CEO and Managing Director (R Bulluss) in relation
to the FY19 performance period, one third in relation to
the FY20 performance period and one third in relation to
the FY21 performance period, were vested and exercised.
One third of the performance rights that were vested to
six other Company senior executives in relation to the
FY19 performance period, one third in relation to the FY20
performance period and one third in relation to the FY21
performance period were also vested and exercised in FY22.
In relation to FY22, the CEO and Managing Director (R Bulluss)
was granted 163,617 performance rights under the terms of
the LTI Plan following the successful passing of a resolution
at the 2021 Annual General Meeting of the Company. These
performance rights had a performance period that ended on
30 June 2022 with performance and employment conditions
set by the Board. The Board has not yet made a determination
in relation to the vesting of FY22 Performance Rights.
In relation to FY22, an offer to participate in the LTI Plan
was made to a number of other Company senior executives.
The total performance rights granted was 408,807. These
Performance Rights had a performance period that ended on
30 June 2022 with performance and employment conditions
set by the Board. The Board has not yet made a determination
in relation to the vesting of FY22 performance rights.
It is intended that the CEO and Managing Director will participate
in the LTI Plan in relation to FY23. The maximum face value of
the CEO’s FY23 grant is based on an LTI opportunity of 50% of his
fixed annual remuneration. The number of performance rights
to be granted is determined by dividing the maximum face value
by the 10-day volume weighted average price (VWAP) of the
Company’s shares preceding the start of the performance period,
being the 10 trading days up to and including 30 June 2022.
The performance rights will vest at the Board’s discretion, taking
into consideration internal EBIT per share year on year growth
targets refined as FY23 progresses (Absolute measure 65%) and
performance of the Coventry share price as measured against
the ASX Small Ordinaries Index (Relative measure 35%). An
appropriate resolution will be put to the 2022 Annual General
Meeting of the Company.
It is intended that a number of senior executives will participate
in the LTI Plan in relation to FY23. The maximum face value of
each senior executive’s FY23 grant is based on an LTI opportunity
of 25% to 40% of his or her fixed annual remuneration. The
number of performance rights to be granted is determined by
dividing the maximum face value by the 10-day volume weighted
average price (VWAP) of the Company’s shares preceding the
start of the performance period, being the 10 trading days up to
and including 30 June 2022. The performance rights will vest in
the same manner as outlined for the CEO and Managing Director.
10.3 Details of compensation
The following table provides the details, nature and amount of elements of compensation for the key management personnel of the
Company and the Group for the year ended 30 June 2022.
Short-term
Post-employment
Proportion of remuneration
performance related
STI cash bonus
Non-monetary
benefits
Total
Super-
annuation (i)
Long-service
& annual leave
provision accrual
Share-based
payment (ii)
Cash salary,
leave paid
and fees
$
118,182
92,055
440,934
398,306
72,727
69,041
77,273
69,041
72,727
69,041
17,260
-
799,103
697,484
322,470
314,357
322,470
314,357
$
-
-
134,300
20,100
-
-
-
-
-
-
-
-
134,300
20,100
107,457
16,083
107,457
16,083
Directors
NG Cathie - Chairman
RJ Bulluss (ii)
AW Nisbet
JSC Todd
T Howarth
A White (appointed 1 March 2022)
Total directors' remuneration
Key Management Personnel
RJ Jackson (ii)
Total key management
personnel remuneration
Total directors' and key management
personnel remuneration
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
118,182
92,055
575,234
418,406
72,727
69,041
77,273
69,041
72,727
69,041
17,260
-
933,403
717,584
429,927
330,440
429,927
330,440
1,363,330
1,048,024
$
11,818
8,745
23,568
21,694
7,273
6,559
7,727
6,559
7,273
6,559
1,640
-
59,299
50,116
23,568
21,694
23,568
21,694
82,867
71,810
Total (ii)
$
130,000
100,800
977,523
749,464
80,000
75,600
85,000
75,600
80,000
75,600
18,900
-
$
-
-
$
-
-
89,302
66,385
289,418
242,979
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
89,302
66,385
72,781
57,311
72,781
57,311
289,418
1,371,423
242,979
1,077,064
165,711
129,608
-
691,986
539,052
691,986
129,608
539,052
-
-
43.35%
35.10%
-
-
-
-
-
-
-
-
-
-
39.48%
27.03%
-
-
-
-
1,121,574
241,757
1,011,841
36,183
162,083
455,129
2,063,409
123,696
372,587
1,616,117
Premiums in respect of the Directors’ and Officers’ insurance policy are not included above, as the policy does not specify the premium paid in respect of individual directors and officers.
(i) Includes statutory superannuation contributions and additional voluntary contributions.
(ii) Share-based payment true-up amounts incurred in FY21 in relation to FY19 and FY20 (RJ Bulluss $207,752; RJ Jackson $110,817) reported in the expense recognition table on page 68 and detailed in Note 27, are not reflected in the total above. Including these true-up amounts, total share based payment expense for RJ
Bulluss and RJ Jackson would be $450,731 and $240,425 respectively and total remuneration would be $957,216 and $649,869 respectively.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 7 0
10.4 Service contracts
• The contract provides for
• The contract provides for
Compensation and other terms
of employment for the CEO and
Managing Director and other key
management personnel are formalised
in employment contracts. Major
provisions of the contracts relating
to compensation are set out below:
Robert Bulluss, CEO and
Managing Director
• The contract has no fixed term.
• Fixed annual compensation
to be reviewed annually by the
Remuneration Committee.
• Long service leave is payable
by the Company in accordance
with relevant state legislation.
participation in short-term and
long-term incentive plans.
participation in short-term and
long-term incentive plans.
• Other than for an act that may
have a serious detrimental effect
on the Company, such as wilful
disobedience, fraud or misconduct,
termination of employment requires
six months’ notice by the Company.
Rodney Jackson, Chief
Financial Officer
• The contract has no fixed term.
• Fixed annual compensation
to be reviewed annually by the
Remuneration Committee.
• Long service leave is payable
by the Company in accordance
with relevant state legislation.
• Other than for an act that may
have a serious detrimental
effect on the Company, such
as wilful disobedience, fraud
or misconduct, termination of
employment requires eighteen
weeks’ notice by the Company.
10.5 Director share movement
The movement during the reporting
period in the number of ordinary
shares in the Company held, directly,
indirectly or beneficially, by each
key management person, including
their related parties, is as follows:
Held at
30 June 2021
Purchases
(includes DRP
allotments)
Conversion of
Performance
Rights
Sales /
Cancelled
Held at
Resignation /
Retirement
Held at
30 June 2022
Directors
NG Cathie
AW Nisbet
RJ Bulluss
JSC Todd
T Howarth#
A White*#
Key Management
Personnel
801,394
119,885
437,295
116,746
-
-
37,878
15,384
8,357
2,231
-
31,241
-
-
212,404
-
-
-
RJ Jackson
129,785
4,645
113,299
-
-
-
-
-
-
-
-
-
-
-
-
-
-
850,000
135,269
658,056
118,977
-
31,241
247,729
* A White was appointed to the Board on 1 March 2022.
# Mr Howarth and Mr White have declared their indirect interests in the shares of the Company as being shareholders of
Viburnum Funds Pty Ltd, Richmond Hill Capital Pty Ltd and Rat Pack Adventures Pty Ltd respectively, who are major shareholders
of the Company.
End of remuneration report.
7 1 | C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2
11. ENVIRONMENTAL REGULATION
12. INSURANCE OF OFFICERS
The Group is not subject to any specific
environmental regulation.
The Group mainly operates from warehousing and
distribution facilities throughout Australia and New
Zealand which have general obligations under
environmental legislation of the respective statutory
authorities in relation to pollution prevention.
The Company has reviewed its obligations under the
National Greenhouse & Energy Reporting Act 2007 (the
Act). As the Group is under the minimum greenhouse
and energy thresholds stipulated in the Act, there are no
registration and reporting requirements that have to be
complied with as at the date of this report.
For the financial year ended 30 June 2022 and
as at the date of this report, the Group has not
been prosecuted nor incurred any infringement
penalty for environmental incidents.
During the financial year the Company has paid premiums
in respect of contracts insuring the directors and officers
of the Company against certain liabilities incurred in those
capacities. The contracts prohibit further disclosure of the
nature of the liabilities and the amounts of the premiums.
13. CORPORATE GOVERNANCE
The Statement of Corporate Governance Practices
is disclosed on the Company’s website.
C O V E N T R Y G R O U P L T D A N N U A L R E P O R T 2 0 2 2 | 7 2
14. NON-AUDIT SERVICES
15. LEAD AUDITOR’S INDEPENDENCE
DECLARATION
The lead auditor’s independence declaration made
in accordance with Section 307C of the Corporations
Act 2001 forms part of this directors’ report.
16. COMPANY SECRETARY
Mr Mark Licciardo is the founder of Mertons
Corporate Services, now part of Acclime
Australia and is the Company Secretary.
During the year KPMG, the Company’s auditor, has
performed certain other services in addition to their
statutory duties. The Board has considered the non-audit
services provided during the year by the auditor and is
satisfied that the provision of those non-audit services
during the year by the auditor is compatible with, and did
not compromise, the auditor independence requirements
of the Corporations Act 2001, for the following reasons:
• all non-audit services were subject to the corporate
governance procedures adopted by the Company
and have been reviewed by the Company’s Audit
and Risk Committee to ensure they do not impact
the integrity and objectivity of the auditor; and
• the non-audit services provided do not undermine the
general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional
Accountants, as they did not involve reviewing or auditing
the auditor’s own work, acting in a management or decision
making capacity for the Company, acting as an advocate
for the Company or jointly sharing risks and rewards.
Details of the amounts paid to the auditor of the
Company, KPMG, and its related practices for audit
and non-audit services provided during the year are
set out in Note 4 to the full financial report.
17. ROUNDING OFF
The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in
accordance with that Instrument, amounts in the financial report and Directors’ Report have been rounded off to the nearest
thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the directors.
N.G. CATHIE
Chairman
Melbourne
26 August 2022
R.J. BULLUSS
CEO and Managing Director
Melbourne
26 August 2022
Coventry Group Ltd and its controlled entities
DIRECTORS’ DECLARATION
1.
IN THE OPINION OF THE DIRECTORS OF
COVENTRY GROUP LTD (“THE GROUP”):
a) the financial statements and notes, and the
remuneration report in the directors’ report, set
out on pages 64 to 71, are in accordance with
the Corporations Act 2001, including:
b) the financial report also complies with International
Financial Reporting Standards as disclosed
in Note 1(a) of the full financial report;
c) there are reasonable grounds to believe that
the Group will be able to pay its debts as and
when they become due and payable.
i. giving a true and fair view of the Group’s financial
2. The directors have been given the declarations by
position as at 30 June 2022 and of their performance,
for the financial year ended on that date; and
ii. complying with Australian Accounting Standards
(including the Australian Accounting Interpretations)
and the Corporations Regulations 2001;
the chief executive officer and chief financial officer
for the financial year ended 30 June 2022 pursuant
to Section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors.
N.G. CATHIE
Chairman
Melbourne
26 August 2022
R.J. BULLUSS
CEO and Managing Director
Melbourne
26 August 2022
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KMPG
LEAD AUDITOR’S
INDEPENDENCE DECLARATION
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KMPG
INDEPENDENT
AUDITOR’S REPORT
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KMPG Independent Auditor’s Report
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KMPG Independent Auditor’s Report
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KMPG Independent Auditor’s Report
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Coventry Group Ltd
SHAREHOLDER INFORMATION
As at 24 August 2022
Ordinary Shares
Number
% of Total
23,788,961
14,227,253
12,485,912
3,508,232
3,418,238
3,134,744
1,746,914
1,484,542
1,382,586
1,167,130
1,154,736
1,000,000
823,291
748,899
658,056
520,960
480,000
455,333
450,000
400,000
26.02
15.56
13.66
3.84
3.74
3.43
1.91
1.62
1.51
1.28
1.26
1.09
0.90
0.82
0.72
0.57
0.52
0.50
0.49
0.44
73,205,653
80.07
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
ONE FUND SERVICES LTD
CITICORP NOMINEES PTY LIMITED
ONE MANAGED INVT FUNDS LTD
BNP PARIBAS NOMS PTY LTD
ONE MANAGED INVT FUNDS LTD <1 A/C>
DORSETT INVESTMENTS PTY LTD
DIXSON TRUST PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
MRS ANNE KYLE
BNP PARIBAS NOMS (NZ) LTD
DIXSON TRUST PTY LIMITED
MR ROBERT BULLUSS
ROMNEY LODGE PTY LTD
MR GEOFFREY KYLE
ELLAND ROAD PTY LTD
ARUMA BEACH PTY LTD
TPSC SMIRK PTY LTD
Total
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DISTRIBUTION OF SHAREHOLDING
Number of
holders
%
Number of
shares
Size of holding
1 – 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 Over
Total
395
646
212
302
52
24.66
40.22
13.20
18.74
224,465
1,621,648
1,571,837
9,749,769
3.18
78,262,634
1,607
100.00
91,430,353
100.00
%
0.25
1.77
1.72
10.66
85.60
Unmarketable parcels field information
400
84
Minimum
Parcel Size
Holders
Units
7,986
SUBSTANTIAL SHAREHOLDERS
The Company’s register of substantial shareholders showed the following particulars as at 24 August 2022.
Name of Substantial Shareholder
Extent of Interest
(Number of Shares)
Date of last
notification
Viburnum Funds Pty Ltd
25,696,019
20/05/2021
Richmond Hill Capital Pty Ltd
14,780,901
04/10/2021
Sandon Capital Pty Ltd
9,874,432
06/07/2022
Castle Point Funds Management
6,210,518
16/10/2021
DUMAC Inc.
4,498,152
23/12/2019
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UNQUOTED EQUITY SECURITIES
Nil.
SECURITIES SUBJECT TO VOLUNTARY ESCROW
There are no securities on issue subject to voluntary escrow.
VOTING RIGHTS
Each member present at a general meeting of the Company in person or by proxy, attorney or official representative is entitled:
• on a show of hands - to one vote
• on a poll - to one vote for each share held
There are no other classes of equity securities.
ON-MARKET BUY-BACK
On 25 July 2022 the Company announced an on-market buy-back of a maximum of 9,143,035 ordinary fully paid shares (up to 10%
of issued capital) in the Company from the period 10 August 2022 to 10 August 2023.
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Coventry Group Ltd
CORPORATE DIRECTORY
Coventry Group
ABN 37 008 670 102
Registered and Principal Administrative Office
235 Settlement Road,
Thomastown, Victoria 3074
Postal Address
P O Box 526
Thomastown, Victoria 3074
Website
www.cgl.com.au
Secretary
Mark Licciardo
Bankers
National Australia Bank Limited
Australian and New Zealand Banking Group Limited
Bank of New Zealand
Auditors
KPMG
Tower Two
Collins Square
727 Collins Street
Melbourne, Victoria 3008
Share Registry
Computershare Limited
Yarra Falls
452 Johnston Street, Abbotsford
Melbourne Victoria 3067
or
GPO Box 2975
Melbourne, Victoria 3000
Telephone from within Australia: 1300 763 414
Telephone from outside Australia: (+61) 3 9415 5000
Facsimile: +(61) 3 9473 2500
Email: web.queries@computershare.com.au
Website: www.investorcentre.com
Securities Exchange Listing
The Company’s shares are listed on the ASX Limited and trade under the code CYG. The home exchange is Melbourne.
Shareholder Enquiries/Change of Address
Shareholders wishing to enquire about their shareholdings, dividend payments, or change their address should contact the Company’s share registry.
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