Building Australia
for over 100 years
ANNUAL REPORT 2021
Big River Industries Limited
ABN 72 609 901 377
Annual Report for the year ended 30 June 2021
Big River Industries Limited
ABN 72 609 901 377
With an operating history
of approximately 100
years, Big River has
established itself as a
diverse manufacturer and
distributor of timber and
building products.
Contents
4 Directors’ Report
18 Auditor’s Independence Declaration
19 Statement of Profit or Loss and Other Comprehensive Income
20 Statement of Financial Position
21 Statement of Changes in Equity
22 Statement of Cash Flows
23 Notes to the Financial Statements
62 Directors’ Declaration
63
Independent Auditor’s Report to the Members of Big River Industries Limited
67 Shareholder Information
69 Corporate Directory
70 Branch Network
Chairman and
Managing Director’s
Report
Operating Highlights
Big River achieved solid growth during FY2021, with
an improvement in the construction cycle resulting
in an increase in the Company’s addressable market
for the first time in three years.
Revenue
$281m 13%
EBITDA
$22.5m 30%
Big River achieved solid growth
during FY2021, with an improvement
in the construction cycle resulting
in an increase in the Company’s
addressable market for the first
time in three years. This assisted
in driving 13% revenue growth to
$281m, as did the early contribution
from the Timberwood Panels (TWP)
acquisition that was completed in
late March 2021. Pleasingly, and in
spite of COVID-19 disruptions, the
growth was broad based across the
majority of the Company’s product
categories and regions, again
highlighting the more favourable
industry dynamics.
The revenue growth achieved
flowed through to considerable
improvements in the key underlying
profitability measures, with
Operating EBITDA increasing 30%
to $22.5m, Operating EBIT improving
47% to $13.1m and NPAT (before
significant items) increasing 68% on
the prior period. Statutory results
however, were impacted by the
recognition of the pending closure
of the Wagga Wagga manufacturing
site. Due to the major loss of forest
resources in the 2020 summer fires,
there is an unsustainable log supply
to justify ongoing operations. The
$10m Government Bushfire Grants
Scheme funding has helped with
the implementation of the plywood
consolidation strategy. The Grafton
manufacturing site will reinvest
significantly to increase output and
offset the closure of the Wagga
Wagga site. The net impact of the
project was a $4.5m after tax loss,
which contributed to the Company’s
statutory NPAT of $1.8m, 59% below
the FY2020 result.
Strong progress was made in FY2021
on the execution of the business
strategy, with continued acquisitions
to expand the Company’s network.
The purchase of the TWP business
now sees the Panels category
accounting for 35% of Group
revenue. The acquisition comprised
three manufacturing and distribution
sites and expands the Company’s
Panels category, which delivers
strong gross margin and product
differentiation. The purchase was
funded through a capital raise of
$20.4m, which received strong
support from both existing and
new institutional shareholders.
The diversity of the supply chain
delivered significantly to the revenue
growth and the improved gross
margin percentage result, despite
some significant challenges on
supply availability from both local
1
Annual Report 2021 Big River Industries Limited Chairman and Managing
Director’s Report
and international suppliers. In-house
manufacturing, direct importation
from both Asia and Europe, and
strong local supply partnerships, saw
the business manage these supply
chain challenges positively.
Working capital continued to be
tightly managed in FY21, with
considerable improvements in
receivables management resulting in
lower debtor days. Despite increased
inventory investment to manage
market shortages, net working
capital to sales ratio remained within
our targeted range at 18%. This also
helped deliver a cash conversion
rate of 77% that whilst below the
result achieved in FY2020, reflected
the payment in FY2021 of allowed
deferrals of FY2020 tax.
Dividends
The strong trading results and tight
cash management allowed the Board
to return dividend payments to within
the broad policy range of 50-70%
payout of underlying NPAT. The
interim dividend of 2.6c per share was
complimented by a final determined
dividend of 3.0c per share, with both
payments being fully franked.
Corporate Governance
Brendan York, one of the Company’s
Non Executive Directors, who
had Chaired the Audit & Risk
Committee, was deemed no longer
Independent following his decision
to accept a senior executive role
with Naos Asset Management who
are a substantial and significant
shareholder. ARC & NRC memberships
were adjusted to ensure each was
chaired by an Independent Director
and comprised of a majority of
Independent Directors.
The company initiated a search to
appoint two suitably qualified Non
Executive Independent Directors
to ensure the Board comprised a
majority of Independent Directors.
Brad Soller and Martin Monro have
joined the Board as Non Executive
Directors with Brad soon to assume
the role of Chair of the Audit & Risk
Committee. Brad has extensive
experience in senior executive
financial roles in the listed public
company environment, and Martin
brings the perspective of the client to
the Board with a long history in the
construction sector at the CEO and
public listed company level.
2
Whilst the Board is now comprised of
seven Directors it is envisaged that the
Board will reduce to fewer Directors
in the medium term given natural
succession planning.
People
The year remained a very challenging
one for all staff, with ongoing
COVID-19 restrictions varying across
States and many changes at short
notice. Coupled with supply shortages
of several key timber products,
and major international shipping
restrictions, the staff have done an
outstanding job to manage all these
variables and still deliver considerable
growth across the majority of
operating regions and product
categories. The improved financial
results of the Group are a testament to
the strong commitment of all staff.
The Board would also like to
recognise all staff that have worked
at the Wagga Wagga plywood
manufacturing site, which will cease
to operate by the end of 2021. This
facility has been in operation for
over 60 years at its current location,
and the closure caused by the
unsustainability of the log resource
available is no reflection on the staff.
We take this opportunity to thank the
many staff who have worked there
throughout the years. We wish them
well in all their future endeavours.
Malcolm Jackman
Chairman
Jim Bindon
Managing Director
Big River Industries Limited Annual Report 2021
Financial
Report
FY21
For the year ended 30 June 2021
Contents
4 Directors’ Report
18 Auditor’s Independence Declaration
19 Statement of Profit or Loss and Other Comprehensive Income
20 Statement of Financial Position
21 Statement of Changes in Equity
22 Statement of Cash Flows
23 Notes to the Financial Statements
62 Directors’ Declaration
63
Independent Auditor’s Report to the Members of Big River Industries Limited
3
Annual Report 2021 Big River Industries Limited Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of Big River Industries Limited (referred to hereafter as the 'Company' or 'parent entity') and the
entities it controlled at the end of, or during, the year ended 30 June 2021.
Directors
The following persons were directors of Big River Industries Limited during the whole of the financial year and up to the
date of this report, unless otherwise stated:
James Bernard Bindon
Malcolm Geoffrey Jackman
Martin Kaplan
Vicky Papachristos
Brendan York
Principal activities
During the financial year the principal continuing activities of the Group consisted of the manufacture of veneer, plywood
and formply, and the distribution of building supplies.
Dividends
Dividends paid during the financial year were as follows:
Final dividend of 2.4 cents per fully paid ordinary share paid on 6 October 2020 (2020: 2.2
cents paid on 6 October 2019)
Interim dividend of 2.6 cents per fully paid ordinary share paid on 21 April 2021
Group
2021
$
2020
$
1,499,254
2,017,489
1,374,316
-
3,516,743
1,374,316
On 24 August 2021, the directors determined a fully franked dividend of 3.0 cents per fully paid ordinary share to be paid
on 6 October 2021.
Review of operations
Revenue for the financial year ended 30 June 2021 was $281.4 million, up 13% from $248.9 million the previous financial
year. This included three months of revenue contribution from the Timberwood acquisition which was completed at the end
of March 2021.
Strong revenue growth came from New Zealand, Victoria and Western Australia, and it was pleasing to see every region
grow their EBITDA contribution.
The formwork category was the only area of the business not to grow revenue. Significant exposure to high density unit
development and commercial construction, along with international supply chain disruption impacted this category, so the
resulting minimal 3% decline in like-for-like revenue was a solid outcome.
Excluding the impact of the Wagga Wagga impairment outlined in the significant changes in the state of affairs below, and
other significant items, the Company reported a net profit after tax of $7.8 million, up 67% from $4.7 million in the previous
corresponding period.
Acquisition costs were elevated in FY2021 at $1.3 million. The Timberwood acquisition was largest the Company has
executed to date and resulted in higher associated legal, financial, advisory and stamp duty costs related to the capital
raise and completion of the transaction.
FY2021 also saw the first year in which any share-based remuneration was applicable in accordance with the Long Term
Incentive plan adopted by the Board in 2018 resulting in an expense of $0.6m for the full financial year.
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Big River Industries Limited Annual Report 2021
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
Revenue
Operating EBITDA*
Depreciation and amortisation
Earnings before interest and tax ('EBIT')
Interest
Net profit before tax ('NPBT')
Tax
NPAT before significant items
Significant items:
Wagga Wagga impairment
Acquisition costs
Contingent consideration
Share-based remuneration
Tax on above
Significant Items (net of tax)
NPAT
%
13.0%
30.4%
12.8%
46.8%
(15.7%)
68.3%
68.2%
68.4%
2021
$'000
2020
$'000
281,382
22,548
(9,415)
13,133
(1,933)
11,200
(3,352)
7,848
(8,902)
(1,348)
100
(605)
(10,755)
4,723
(6,032)
248,924
17,288
(8,343)
8,945
(2,292)
6,653
(1,993)
4,660
-
(740)
381
-
(359)
143
(216)
1,816
4,444
*
Operating EBITDA is net profit before interest, taxes, depreciation, amortisation, Wagga Wagga impairment,
contingent consideration gain/loss, share-based remuneration and acquisition costs.
After significant items (net of tax) of $6.0 million are deducted, the statutory net profit after tax for the financial year is $1.8
million.
The Wagga Wagga impairment arises from the Company being approved for a $10.0m Government Grant to assist with
consolidating its manufacturing operations onto one site based in Grafton NSW and the resulting closure of the Wagga
Wagga NSW site in due course.
Operating EBITDA of $22.5 million (prior to significant items) was up 30% on the previous financial year assisted by the
acquisition of Timberwood on 29 March 2021.
Novel Coronavirus (COVID-19)
The outbreak of Novel Coronavirus (‘COVID-19’) had no material impact on the Company’s operations for the financial
year and the Group was not entitled to any government support.
Significant changes in the state of affairs
On 3 November 2020, the Company announced that it had been approved for a Government Grant totalling $10.0 million
under the NSW Governments Bushfire Industry Recovery Package – Sector Development Grants.
The Government Grant will support a consolidation of the Company’s current manufacturing operations onto one site at
Grafton NSW which will result in the closure of the Wagga Wagga NSW site.
$7.7 million of the government grant has been offset against associated expenses and presented on a net basis. As part of
the site consolidation involves capital expenditure of circa $6.0m on expansion of the Grafton NSW site, the remaining $2.3
million of the government grant will be recognised over the life of those assets as they are acquired.
As a result, the Company has booked a net impairment of the operations at Wagga Wagga NSW of $4.5 million net of tax
and the associated government grant.
It is expected that the gradual closure and sale of assets, once complete, will have generated a cash surplus of circa $9.5
million after receipt of the Government Grant, utilisation of an expected future tax benefit from the impaired assets, release
of working capital less the payment of cash closure costs, and the additional capital investment expansion at Grafton NSW.
4
5
Annual Report 2021 Big River Industries Limited
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
On 7 December 2020, the Group executed a business purchase deed to acquire the business and assets of Timberwood
Panels Pty Ltd ('Timberwood'), a business with branches located in Victoria and the Australian Capital Territory.
Completion was effective from 29 March 2021 and the maximum purchase price of $30.1 million, which includes inventory,
and plant and equipment, was settled through the payment of $21.0 million in cash, the issue of $4.4 million in ordinary
shares of Big River Industries Ltd, with the balance payable upon achieving agreed EBITDA targets over a three year
period.
On 15 December 2020, the Company issued 10.6 million ordinary shares at an issue price of $1.35 per share to part fund
the acquisition of Timberwood.
On 12 March 2021, the Company issued 4.5 million ordinary shares at an issue price of $1.35 per share to part fund the
acquisition of Timberwood.
On 29 March 2021, the Company issued 3.0 million ordinary shares to the vendor of Timberwood at a value of $1.50 per
share on completion of the acquisition of Timberwood.
There were no other significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
On 24 August 2021, the Group executed a business purchase deed to acquire the business and assets of Revolution
Wood Panels Pty Ltd, a business located in the Brisbane suburb of Brendale, QLD. The acquisition is subject to certain
pre-conditions being met and is expected to complete in early October 2021.
Consideration for the transaction includes a payment of $6.0 million in cash, the issue of $1.0 million in ordinary shares of
the Company, and a maximum of $1.0 million in earnout payments over a two-year period, subject to certain profitability
targets being met.
The impact of the COVID-19 pandemic is ongoing, and it is not practicable to estimate the potential impact after the
reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government
and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic
stimulus that may be provided.
Apart from the dividend determined as discussed above, no other matter or circumstance has arisen since 30 June 2021
that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the
Group's state of affairs in future financial years.
Likely developments and expected results of operations
The building products market is closely linked to activity levels in the residential, commercial, civil and infrastructure
construction industry (comprising both new builds and additions and alterations) in Australia. The industry is cyclical and is
sensitive to a broad range of economic and other factors, including any potential impact from COVID-19.
As the COVID-19 situation remains fluid due to continuing changes in government policy and evolving business and
customer reactions thereto, as at the date these financial statements are authorised for issue, the directors of the Group
consider that the future financial effects of COVID-19 on the Group's operations and operating results cannot be
reasonably estimated.
The Group has a strong balance sheet and a healthy undrawn banking facility which will continue to support the Group.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
6
5
Big River Industries Limited Annual Report 2021
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
Information on directors
Name:
Title:
Qualifications:
Experience and expertise:
James Bernard Bindon
Managing Director and Chief Executive Officer
James ('Jim') holds a Bachelor of Agricultural Economics (Honours) from the
University of New England and a Masters of Business Administration from the
University of Queensland. Jim is a member of the Australian Institute of Company
Directors.
Jim joined Big River in January 2001 and has been Chief Executive Officer and
Managing Director since 2005. He has been a director of Big River Group Pty Limited
since July 2005 and a director of the Company since February 2016. Prior to his
current role as Chief Executive Officer and Managing Director, Jim was the Chief
Financial Officer and Company Secretary from 2001 to 2005. Prior to working at Big
River, Jim held the position of Business Manager of Sugar and Horticulture at Incitec,
where he was responsible for segment profitability, strategy and marketing.
None
Other current directorships:
Former directorships (last 3 years): None
None
Special responsibilities:
533,333 ordinary shares (indirectly)
Interests in shares:
None
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Malcolm Geoffrey Jackman
Independent Non-Executive Chairman
Malcolm has a Bachelor of Science in Pure Mathematics and a Bachelor of
Commerce in Accounting from Auckland University. He is a fellow of the Australian
Institute of Directors and a recipient of the Centenary of Federation Medal.
Malcolm has been an independent Non-Executive Director of the Company since
February 2016 and became Chairman on 31 July 2019. Malcolm has also been a
director of Big River Group Pty Limited since February 2016. Malcolm is a member of
the Anacacia Capital Business Advisory Council.
Non-Executive Director of Force Fire Pty Limited (non-listed)
Chair of the Board and Member of the Nomination and Remuneration Committee and
the Audit and Risk Committee
120,166 ordinary shares (indirectly)
None
Martin Kaplan
Non-Executive Director
Martin holds a Bachelor of Commerce degree from the University of Cape Town and
previously qualified as a Chartered Accountant (South Africa & Canada).
Martin has been a Non-Executive Director of the Company since November 2015 and
a director of Big River Group Pty Limited since February 2016. Martin is currently an
Investment Director of Anacacia Capital Pty Ltd, the management company of the
major shareholder Anacacia Partnership II, L.P.
Non-Executive Director of Direct Couriers Group Pty Ltd (non-listed)
Member of the Nomination and Remuneration Committee and the Audit and Risk
Committee
Martin is an Investment Director of Anacacia Capital Pty Ltd which manages the
interests of Anacacia Partnership II, L.P., a substantial shareholder of the Company.
Martin does not have a relevant interest in those shares for the purposes of the
Corporations Act 2001.
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
6
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Annual Report 2021 Big River Industries Limited
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
Vicky Papachristos
Independent Non-Executive Director
Vicky holds an Engineering degree from Monash University, an MBA from the
Australian Graduate School of Management and is a member of the Australian
Institute of Company Directors.
Vicky is an experienced Non-Executive Director and has been involved across
various operational, strategic and creative roles with organisations including Shell,
Westpac, Coventry and Myer.
Non-Executive Director of Aussie Broadband Limited, Non-Executive Director of
GMHBA Limited and Non-Executive Director of Scale Investors Limited
Former directorships (last 3 years): None
Special responsibilities:
Interests in shares:
Interests in options:
Chair of the Nomination and Remuneration Committee and Chair of the Audit and
Risk Committee
31,047 ordinary shares (indirectly)
None
Experience and expertise:
Name:
Title:
Qualifications:
Brendan York
Non-Executive Director
Brendan is a Chartered Accountant and has a Bachelor of Business Administration
and a Bachelor of Commerce from Macquarie University.
Brendan has been a Non-Executive Director of the Company since October 2019. He
is currently a portfolio manager of Naos Asset Management Limited. Brendan was
previously the Chief Financial Officer of ASX Listed Enero Group Ltd.
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Member of the Nomination and Remuneration Committee and the Audit and Risk
Committee
None
None
Interests in shares:
Interests in options:
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships of all other types of entities, unless otherwise stated.
Interests in shares and options are as at the date of this report.
Company Secretary
Stephen Thomas Parks (BCom, FIPA)
Steve joined Big River in July 2008 as Chief Financial Officer. Prior to working for Big River, Steve was the Chief Financial
Officer and General Manager at WDS International, where he was responsible for controlling operating performance and
leading finance and administration functions including forecasting, cash management, treasury, payroll, information
technology, general administration and warehouse operations. Prior to this role, Steve worked as Financial Controller for a
number of Australasian companies including Brazin, Strathfield Group, Sunshades Eyewear and Noel Leeming. Steve
holds a Bachelor of Commerce from the University of Canterbury and is a member of the Australian Institute of Company
Directors. Steve is a qualified accountant and is a Fellow of the Institute of Public Accountants.
8
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Big River Industries Limited Annual Report 2021
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
Meetings of directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the
year ended 30 June 2021, and the number of meetings attended by each director were:
Full Board
Nomination and
Remuneration Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
J Bindon *
M Kaplan
M Jackman
V Papachristos
B York
15
15
15
15
15
15
15
15
15
15
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
4
Held: represents the number of meetings held during the time the director held office or was a member of the relevant
committee.
*
J Bindon is not a member of the sub-committees but was invited to attend these meetings and his attendance was
minuted.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance
with the requirements of the Corporations Act 2001 and its Regulations, and explains how the Group's performance has
driven remuneration outcomes.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The key management personnel of the Group are the directors of Big River Industries Limited and the following persons:
●
●
Stephen Parks - Chief Financial Officer and Company Secretary
John Lorente - General Manager Sales and Marketing
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the Group's executive reward framework is to ensure reward for performance is competitive and
appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of
reward. The Board ensures that executive reward satisfies the following key criteria for good reward governance practices:
●
●
●
●
competitiveness and reasonableness;
acceptability to shareholders;
performance linkage / alignment of executive compensation; and
transparency.
The Nomination and Remuneration Committee is responsible for:
●
●
●
●
determining and reviewing remuneration arrangements for its directors and executives;
the operation of incentive plans, including equity-based remuneration plans for senior executives;
reviewing Board and senior executive succession plans; and
recommending the appointment of any new directors.
The quality of the directors and executives is a major factor in the overall performance of the Group. The remuneration
philosophy is to attract, motivate and retain high performance and high quality personnel.
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Annual Report 2021 Big River Industries Limited
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
The Nomination and Remuneration Committee has structured an executive remuneration framework that is market
competitive and complementary to achievement of the reward strategy of the Group.
The reward framework is designed to align executive reward to shareholders' interests. The Board has considered that it
should seek to enhance shareholders' interests by:
having economic profit as a core component;
●
focusing on sustained growth in shareholder value and delivering constant or increasing return on assets as well as
●
focusing the executive on key non-financial drivers of value; and
attracting and retaining high calibre executives.
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience;
reflecting competitive reward for contribution to growth in shareholder value; and
providing a clear structure for earning rewards.
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors' remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive
directors' fees and payments are reviewed annually by the Nomination and Remuneration Committee. The Nomination and
Remuneration Committee may, from time to time, receive advice from independent remuneration consultants to ensure
non-executive directors' fees and payments are appropriate and in line with the market. The chairman's fees are
determined independently to the fees of other non-executive directors based on comparative roles in the external market.
The chairman is not present at any discussions relating to the determination of his own remuneration. Non-executive
directors do not receive share options or other incentives.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. Unless otherwise determined by a resolution of shareholders, the maximum aggregate remuneration payable by
the Company to all non-executive directors of the Company for their services as directors, including their services on a
Board Committee or Sub-Committee and including superannuation is limited to $500,000 per annum (in total).
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which
has both fixed and variable components.
The executive remuneration and reward framework currently has three components:
●
●
●
fixed base salary, including superannuation and non-monetary benefits;
short-term performance incentives; and
long-term performance incentives.
The combination of these comprises the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the
Nomination and Remuneration Committee based on individual and business unit performance, the overall performance of
the Group and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the Group.
The short-term incentive ('STI') program is designed to align the targets of the business with the performance hurdles of
executives. STI payments granted to executives are at the discretion of the Board and are based on the achievement of
financial hurdles, principally relating to earnings before interest, tax, depreciation and amortisation ('EBITDA') performance,
and key performance indicators ('KPI's') being achieved. KPI's include profit contribution, cash management, customer
satisfaction, safety performance, leadership contribution and product management.
The STI's are paid in cash following the end of the financial year and approval from the Nomination and Remuneration
Committee. The Nomination and Remuneration Committee retains the discretion to withdraw or amend the STI at any time.
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Big River Industries Limited Annual Report 2021
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
The long-term incentive program ('LTI') is designed to create an alignment between shareholder benefit and the
remuneration of selected executives through the issue of Performance Rights. The number of Performance Rights vesting
will be determined by reference to the compound annual growth rate ('CAGR') in Earnings Per Share ('EPS') over the
vesting period and ranges from nil for less than 3% CAGR in EPS to 100% for greater than 10% CAGR in EPS, subject to
an overriding discretion held by the Board. The Board considers CAGR in EPS to be an appropriate performance measure
as it aligns with the Group’s remuneration policy of creating value and is within the scope of influence of the selected
executives.
Group performance and link to remuneration
Remuneration for the senior executives is directly linked to the performance of the Group. A portion of their STI is
dependent on meeting the Board approved Annual Budget for operating EBITDA, and in the event of a senior executive
leaving during a financial year, any STI payable is at the discretion of the Nomination and Remuneration Committee. The
remaining portion of the STI is at the discretion of the Nomination and Remuneration Committee based on performance
against personal objectives. Refer to the section 'Additional information' below for details of the earnings for the last five
years.
Use of remuneration consultants
During the financial year ended 30 June 2021, the Group did not engage remuneration consultants.
Voting and comments made at the Company's 2020 Annual General Meeting ('AGM')
At the 28 October 2020 AGM, 99.86% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2020. The Company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
2021
Non-Executive
Directors:
M Kaplan*
M Jackman
V Papachristos
B York
Executive
Directors:
J Bindon
Other Key
Management
Personnel:
S Parks
J Lorente
Cash salary
and fees
$
Cash
bonus
$
Non-
Leave
monetary annuation benefits
Super-
$
$
$
Total
remuner-
ation
$
Perform-
ance
rights**
$
Total
statutory
disclosure
$
-
91,324
63,927
63,927
-
-
-
-
-
-
-
-
-
8,676
6,073
6,073
-
-
-
-
-
100,000
70,000
70,000
-
-
-
-
-
100,000
70,000
70,000
443,369
199,750
-
25,000
16,855
684,974
269,107
954,081
333,792
333,816
1,330,155
111,600
111,600
422,950
-
-
-
25,000
25,000
95,822
10,067
8,292
480,459
478,708
35,214 1,884,141
598,244
117,785
117,785
596,493
504,677 2,388,818
*
**
M Kaplan waived his director's fees (including any committee fee to which he is entitled) during the financial year
ended 30 June 2021.
The value of the performance rights was determined as the face value of the performance rights at the grant date. The
value disclosed is the portion of the fair value of the rights recognised as an expense in the reporting period. At the
date of this report no performance rights have vested and the actual value is nil.
10
11
Annual Report 2021 Big River Industries Limited
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
'Long-term benefits' represent movements in accrued long service leave and annual leave entitlements.
Total remuneration paid to non-executive directors for the year ending 30 June 2021 amounted to $240,000 (30 June
2020: $211,422) which is 48.0% (30 June 2020: 42.2%) of the non-executive directors aggregate.
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Cash salary
and fees
$
Cash
bonus
$
Non-
Leave
monetary annuation benefits
Super-
$
$
$
Share-
based
payments
Perform-
ance
rights
$
Total
remuner-
ation
$
Total
statutory
disclosure
$
8,781
-
84,738
61,468
38,093
422,981
318,108
321,711
1,255,880
-
-
-
-
-
-
-
-
-
-
-
-
-
-
834
-
8,050
5,839
3,619
-
-
-
-
-
9,615
-
92,788
67,307
41,712
-
-
-
-
-
9,615
-
92,788
67,307
41,712
-
24,038
16,564
463,583
-
463,583
-
-
-
24,139
24,393
90,912
361,731
19,484
16,659
362,763
52,707 1,399,499
361,731
-
-
362,763
- 1,399,499
2020
Non-Executive
Directors:
G Laurie**
M Kaplan*
M Jackman
V Papachristos
B York***
Executive
Directors:
J Bindon
Other Key
Management
Personnel:
S Parks
J Lorente
*
M Kaplan waived his director's fees (including any committee fee to which he is entitled) during the financial year
ended 30 June 2020.
G Laurie retired on 31 July 2019.
**
*** Remuneration is for the period from date of appointment, 24 October 2019, to 30 June 2020.
'Long-term benefits' represent movements in accrued long service leave and annual leave entitlements.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Executive Directors:
J Bindon
Other Key Management
Personnel:
S Parks
J Lorente
Fixed remuneration
2020
2021
At risk - STI
At risk - LTI
2021
2020
2021
2020
51%
100%
21%
62%
62%
100%
100%
18%
18%
-
-
-
28%
20%
20%
-
-
-
12
11
Big River Industries Limited Annual Report 2021
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
The proportion of the cash bonus paid/payable or forfeited is as follows:
Name
Executive Directors:
J Bindon
Other Key Management
Personnel:
S Parks
J Lorente
Maximum STI Actual STI
Cash bonus paid/payable
$
$
2021
2020
Cash bonus forfeited
2020
2021
211,500
199,750
94%
122,400
122,400
111,600
111,600
91%
91%
-
-
-
6%
100%
9%
9%
100%
100%
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
Details of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
J Bindon
Managing Director and Chief Executive Officer
January 2001
No fixed term
Total fixed employment cost ('TFEC') of $470,000 per annum including statutory
superannuation contributions. Either Jim or the Company may terminate the
employment contract by giving 6 months' written notice to the other party. A Short
Term Incentive ('STI') is payable up to 45% of TFEC subject to the achievement of
financial hurdles, principally relating to EBITDA performance, and for the achievement
of personal business objectives.
S Parks
Chief Financial Officer and Company Secretary
July 2008
No fixed term
Total fixed employment cost ('TFEC') of $360,000 per annum including statutory
superannuation contributions. Steve may terminate his employment contract by giving
1 months' written notice to the Company and the Company may terminate the
employment contract by giving 4 months' written notice to Steve. A Short Term
Incentive ('STI') is payable up to 34% of TFEC subject to the achievement of financial
hurdles, principally relating to EBITDA performance, and for the achievement of
personal business objectives.
J Lorente
General Manager - Sales and Marketing
February 2018
No fixed term
Total fixed employment cost ('TFEC') of $360,000 per annum including statutory
superannuation contributions. Either John or the Company may terminate the
employment contract by giving 3 months' written notice to the other party. A Short
Term Incentive ('STI') is payable up to 34% of TFEC subject to the achievement of
financial hurdles, principally relating to EBITDA performance, and for the achievement
of personal business objectives.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to directors and other key management personnel as part of compensation during the year
ended 30 June 2021.
12
13
Annual Report 2021 Big River Industries Limited
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of
compensation that were outstanding as at 30 June 2021.
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part
of compensation during the year ended 30 June 2021.
Performance rights
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and
other key management personnel in this financial year or future reporting years are as follows:
Name
J Bindon
S Parks
J Lorente
Number of
rights
granted
Grant date
Measurement period/
Vesting date
Expiry date
Fair value
per right
at grant date
154,024 23 November 2018
307,147 28 November 2019
222,787 1 December 2020
65,745 23 November 2018
134,435 28 November 2019
97,511 1 December 2020
72,107 23 November 2018
134,435 28 November 2019
97,511 1 December 2020
30 June 2021
30 June 2022
30 June 2023
30 June 2021
30 June 2022
30 June 2023
30 June 2021
30 June 2022
30 June 2023
23 November 2023
28 November 2024
1 December 2025
23 November 2023
28 November 2024
1 December 2025
23 November 2023
28 November 2024
1 December 2025
$1.611
$1.076
$1.312
$1.611
$1.076
$1.312
$1.611
$1.076
$1.312
Vesting hurdle:
The number of Performance Rights vesting will be determined by reference to the CAGR in EPS over the vesting period of
years and ranges from nil for less than 3% CAGR in EPS to 100% for greater than 10% CAGR in EPS, subject to an
overriding discretion held by the Board. The Board considers CAGR in EPS to be an appropriate performance measure as
it aligns with the Group’s remuneration policy of creating value and is within the scope of influence of the selected
executives.
Performance rights granted carry no dividend or voting rights. On exercise of rights, the Board will determine at its
discretion whether to settle the exercised rights in shares, cash, or a combination thereof. Performance rights that are not
forfeited on cessation of employment will be retained for testing for vesting at the end of the relevant measurement period.
The number of performance rights over ordinary shares granted to and vested by directors and other key management
personnel as part of compensation during the year ended 30 June 2021 are set out below:
Name
J Bindon
S Parks
J Lorente
Number of
Number of
Number of
Number of
rights
granted
rights
granted
rights
vested
rights
vested
during the
during the
during the
during the
year
2021
year
2020
year
2021
year
2020
222,787
97,511
97,511
307,147
134,435
134,435
-
-
-
-
-
-
Additional information
The earnings of the Group for the four years to 30 June 2021 are summarised below:
Sales revenue
Operating EBITDA
Profit/(loss) after income tax (pre-significant items)
281,381,909 248,827,815 217,689,464 210,756,310
9,819,789 10,980,548
22,548,515 17,288,566
5,388,971
4,358,013
4,660,367
7,848,223
2021
$
2020
$
2019
$
2018
$
14
13
Big River Industries Limited Annual Report 2021
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2021
2020
2019
2018
Earnings per share pre-significant items (cents per share)
11.15
7.49
8.18
10.19
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each director and other members of key
management personnel of the Group, including their personally related parties, is set out below:
Balance at Received
as part of
the start of
the year
remuneration Additions
Disposals/
other
Balance at
the end of
the year
Ordinary shares
M Kaplan
M Jackman
V Papachristos
B York
J Bindon
S Parks
J Lorente
-
116,112
30,000
-
533,333
320,000
36,588
1,036,033
-
-
-
-
-
-
-
-
-
4,054
1,047
-
-
-
-
5,101
-
-
-
-
-
-
-
-
-
120,166
31,047
-
533,333
320,000
36,588
1,041,134
*
Disposals/other represents no longer a director or key management personnel during the year, not necessarily a
disposal of holding.
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Options over ordinary shares
J Bindon
S Parks
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
200,000
100,000
300,000
-
-
-
-
-
-
(200,000)
(100,000)
(300,000)
-
-
-
Performance rights holding
The number of performance rights over ordinary shares in the Company held during the financial year by each director and
other members of key management personnel of the Group, including their personally related parties, is set out below:
Performance rights over ordinary shares
J Bindon
S Parks
J Lorente
Balance at
the start of
the year
Granted
Expired/
forfeited/
other
Balance at
the end of
the year
Vested
461,171
200,180
206,542
867,893
222,787
97,511
97,511
417,809
-
-
-
-
-
-
-
-
683,958
297,691
304,053
1,285,702
This concludes the remuneration report, which has been audited.
Shares under option
There were no unissued ordinary shares of Big River Industries Limited under option outstanding at the date of this report.
14
15
Annual Report 2021 Big River Industries Limited
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
Shares under performance rights
Unissued ordinary shares of Big River Industries Limited under performance rights at the date of this report are as follows:
Grant date
23 November 2018
28 November 2019
1 December 2020
Expiry date
23 November 2023
28 November 2024
1 December 2025
Number
under rights
341,355
677,590
541,662
1,560,607
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate
in any share issue of the Company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Big River Industries Limited issued on the exercise of options during the year ended 30
June 2021 and up to the date of this report.
Shares issued on the exercise of performance rights
There were no ordinary shares of Big River Industries Limited issued on the exercise of performance rights during the year
ended 30 June 2021 and up to the date of this report.
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a
director or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of
the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the
Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on
behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part of those proceedings.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 29 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by
the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 29 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional
and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or
decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and
rewards.
15
●
16
Big River Industries Limited Annual Report 2021
Directors’ Report
Big River Industries Limited
Directors' report
30 June 2021
30 June 2021
Officers of the Company who are former partners of Deloitte Touche Tohmatsu
There are no officers of the Company who are former partners of Deloitte Touche Tohmatsu.
Auditor's independence declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this directors' report.
Auditor
Deloitte Touche Tohmatsu continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act
2001.
On behalf of the directors
___________________________
Malcolm Jackman
Chairman
24 August 2021
Sydney
___________________________
James Bindon
Managing Director
16
17
Annual Report 2021 Big River Industries Limited
Auditor’s Independence Declaration
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
The Board of Directors
Big River Industries Limited
Trenayr Road
Junction Hill NSW 2460
24 August 2021
Dear Board Members
Auditor’s Independence Declaration to
Big River Industries Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Big River Industries Limited.
As lead audit partner for the audit of the financial statements of Big River Industries Limited for the financial
year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
David Haynes
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte Network.
17
18
Big River Industries Limited Annual Report 2021 Statement of Profit or Loss and Other Comprehensive Income
Big River Industries Limited
Consolidated statement of profit or loss and other comprehensive income
for the year ended 30 June 2021
For the year ended 30 June 2021
Revenue
Other income
Expenses
Raw materials and consumables used
Selling and distribution expense
Employee benefits expense
Occupancy expense
General and administration expense
Acquisition costs
Depreciation and amortisation expense
Impairment of receivables
Impairment of assets and restructuring costs
Finance costs
Profit before income tax (expense)/benefit
Group
Note
2021
$
2020
$
5
6
7
7
7
11
8
7
281,381,909 248,924,142
233,935
396,501
(199,254,023) (177,340,696)
(6,135,202)
(35,741,227)
(4,789,320)
(7,114,814)
(739,501)
(8,343,087)
(530,010)
-
(2,292,120)
(6,459,195)
(40,764,482)
(4,635,285)
(7,339,884)
(1,347,628)
(9,415,244)
(1,119,101)
(8,902,188)
(1,933,327)
445,487
6,294,666
Income tax (expense)/benefit
9
1,370,816
(1,850,409)
Profit after income tax (expense)/benefit for the year attributable to the owners
of Big River Industries Limited
25
1,816,303
4,444,257
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of Big
River Industries Limited
(68,613)
(352,016)
(68,613)
(352,016)
1,747,690
4,092,241
Cents
Cents
Basic earnings per share
Diluted earnings per share
37
37
2.58
2.58
7.14
7.14
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
19
Annual Report 2021 Big River Industries Limited
Statement of Financial Position
Big River Industries Limited
Consolidated statement of financial position
as at 30 June 2021
As at 30 June 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other assets
Total current assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangibles
Deferred tax
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Income tax
Provisions
Contingent consideration
Other
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Provisions
Contingent consideration
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained profits
Total equity
Group
Note
2021
$
2020
$
10
11
12
13
14
15
16
9
17
18
19
9
20
21
22
18
19
20
21
7,850,824
53,965,125
54,143,241
1,585,349
117,544,539
8,712,184
43,563,921
38,209,452
1,130,402
91,615,959
20,829,032
22,510,409
43,809,425
5,075,945
92,224,811
27,838,947
18,460,358
29,578,070
2,524,446
78,401,821
209,769,350 170,017,780
41,227,756
1,404,374
7,150,470
997,660
9,218,951
1,970,114
2,324,000
64,293,325
38,439,060
2,816,267
5,272,759
863,342
4,491,826
1,424,042
-
53,307,296
26,000,000
18,635,575
959,896
5,190,150
50,785,621
25,850,000
16,251,410
646,714
2,230,120
44,978,244
115,078,946
98,285,540
94,690,404
71,732,240
23
24
25
93,408,747
185,779
1,095,878
69,286,174
(350,252)
2,796,318
94,690,404
71,732,240
The above statement of financial position should be read in conjunction with the accompanying notes
19
20
Big River Industries Limited Annual Report 2021
Statement of Changes in Equity
Big River Industries Limited
Consolidated statement of changes in equity
for the year ended 30 June 2021
For the year ended 30 June 2021
Group
Foreign
currency
translation
reserve
$
Share-based
payments
reserve
$
Retained
profits
$
Issued
capital
$
Total equity
$
Balance at 1 July 2019
61,325,301
1,764
Profit after income tax expense for the year
Other comprehensive income for the year, net
of tax
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
(note 23)
Dividends paid (note 26)
-
-
-
-
(352,016)
(352,016)
7,960,873
-
-
-
Balance at 30 June 2020
69,286,174
(350,252)
-
-
-
-
-
-
-
(273,623)
61,053,442
4,444,257
4,444,257
-
(352,016)
4,444,257
4,092,241
-
(1,374,316)
7,960,873
(1,374,316)
2,796,318
71,732,240
Group
Foreign
currency
translation
reserve
$
Share-based
payments
reserve
$
Retained
profits
$
Issued
capital
$
Total equity
$
Balance at 1 July 2020
69,286,174
(350,252)
-
-
-
-
(68,613)
(68,613)
-
-
-
-
2,796,318
71,732,240
1,816,303
1,816,303
-
(68,613)
1,816,303
1,747,690
Profit after income tax benefit for the year
Other comprehensive income for the year, net
of tax
Total comprehensive income for the year
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
(note 23)
Share-based payments (note 38)
Dividends paid (note 26)
24,122,573
-
-
-
-
-
-
604,644
-
-
-
(3,516,743)
24,122,573
604,644
(3,516,743)
Balance at 30 June 2021
93,408,747
(418,865)
604,644
1,095,878
94,690,404
The above statement of changes in equity should be read in conjunction with the accompanying notes
20
21
Annual Report 2021 Big River Industries Limited
Statement of Cash Flows
Big River Industries Limited
Consolidated statement of cash flows
for the year ended 30 June 2021
For the year ended 30 June 2021
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Other revenue
Interest and other finance costs paid
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Payment for purchase of businesses, net of cash acquired
Final payments for prior period's business acquisition
Payments for contingent consideration
Payments for property, plant and equipment
Payments for intangibles
Proceeds from disposal of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Proceeds from borrowings
Net lease repayments
Dividends paid
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Group
Note
2021
$
2020
$
305,582,193 274,592,437
(290,973,823) (256,712,686)
14,608,370
4,000,000
(1,719,307)
(2,741,862)
17,879,751
477,135
(2,150,669)
(1,278,702)
36
14,147,201
14,927,515
33
(21,023,379)
-
(1,253,515)
(1,807,131)
(384,929)
142,879
(4,872,276)
(14,697,412)
(250,000)
(1,122,021)
(973,262)
44,489
(24,326,075)
(21,870,482)
20,410,001
(1,152,355)
150,000
(5,274,687)
(3,408,777)
6,096,750
(41,860)
12,330,000
(4,891,520)
(1,374,316)
10,724,182
12,119,054
545,308
5,895,917
5,225
5,176,087
695,983
23,847
21
14
16
23
26
Cash and cash equivalents at the end of the financial year
10
6,446,450
5,895,917
The above statement of cash flows should be read in conjunction with the accompanying notes
21
22
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 1. General information
The financial statements cover Big River Industries Limited as a Group consisting of Big River Industries Limited
('Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ('Group'). The financial
statements are presented in Australian dollars, which is Big River Industries Limited's functional and presentation currency.
Big River Industries Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business is:
Trenayr Road
Junction Hill NSW 2460
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is
not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 24 August 2021. The
directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these
Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of
the Group.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The following Accounting Standards and Interpretations are most relevant to the Group:
AASB 2018-6 Amendments to Australian Accounting Standards - Definition of a Business
The Group has adopted AASB 2018-6 from 1 July 2020. The standard applies to annual periods beginning on or after 1
July 2020. This standard amends the definition of a business contained in AASB 3 ‘Business Combinations’ thereby
affecting whether a transaction should be accounted for as a business combination or as an asset acquisition. The
amendments clarify that to be considered a business, an acquired set of activities and assets must include, at a minimum,
an input and a substantive process that together significantly contribute to the ability to create goods or services to
customers, generating investment income or other income from ordinary activities. The amendments provide guidance to
assist entities assess whether a substantive process has been acquired; and adds an optional concentration test that
permits a simplified assessment of whether an acquired set of activities and assets is not a business. The amendments
apply to asset acquisitions and business combinations for which the acquisition date is on or after the first annual reporting
period beginning on or after 1 July 2020. It therefore does not affect prior periods. The standard did not have a material
impact on the Group’s financial statements.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as
appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss.
22
23
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial
statements, are disclosed in note 3.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 32.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Big River Industries Limited
as at 30 June 2021 and the results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group 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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity
attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-
controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group
recognises the fair value of the consideration received and the fair value of any investment retained together with any gain
or loss in profit or loss.
Operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same
basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the
allocation of resources to operating segments and assessing their performance.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Big River Industries Limited's functional and
presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are
recognised in profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into the functional currency using the exchange rates at the
reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average
exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange
differences are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
24
23
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
Revenue recognition
The Group recognises revenue as follows:
Revenue from contracts with customers
Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in
exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the
contract with a customer; identifies the performance obligations in the contract; determines the transaction price which
takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the
separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be
delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the
transfer to the customer of the goods or services promised.
Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts,
rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates
are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable
consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly
probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement
constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts
received that are subject to the constraining principle are recognised as a refund liability.
Sale of goods
Sale of goods revenue is recognised at the point in time when the performance obligation has been satisfied, which is
when the customer obtains control of the goods, which is generally at the time of delivery.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest
rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Government grant
Grants from the government are recognised at their fair value when there is reasonable assurance that the grant will be
received and that the Group will comply with all attached conditions. Government grants relating to costs are deferred and
recognised in profit or loss over the periods necessary to match them with the costs that they are intended to compensate.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the
applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to
temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when
the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted,
except for:
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting
nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and
the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
●
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
24
25
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred
tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for
the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is
probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets
against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable
authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the
Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months
after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle
a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash
and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the
statement of financial position.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within
30 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'weighted
average' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an
appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity. Costs of purchased
inventory are determined after deducting rebates and discounts received or receivable.
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
26
25
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the
initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured
at either amortised cost or fair value depending on their classification. Classification is determined based on both the
business model within which such assets are held and the contractual cash flow characteristics of the financial asset
unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of
recovering part or all of a financial asset, its carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a
business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of
the financial asset represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at
amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon
the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has
increased significantly since initial recognition, based on reasonable and supportable information that is available, without
undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable
to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where
it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected
credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present
value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss
allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items. The cost of fixed assets constructed within
the Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable
overhead.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Buildings
Plant and equipment
25 to 40 years
5 to 25 years
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the
improvements, whichever is shorter.
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting
date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
26
27
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset,
and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of
the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted
for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with
terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss
as incurred.
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value
at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Finite life intangible
assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit
or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds
and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed
annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the
amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for
impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at
cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not
subsequently reversed.
Customer relationships
Customer relationships acquired in a business combination are amortised on a straight-line basis over the period of their
expected benefit, being their finite life of up to 5 years.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their
expected benefit, being their finite life of up to 7 years.
Product development
Product development has a finite useful life and is carried at cost less accumulated amortisation. Amortisation is calculated
using the straight-line method to allocate the cost over the useful life of up to 10 years.
Impairment of non-financial assets
Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The
amounts are unsecured and are usually paid within 30 days of recognition.
28
27
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They
are subsequently measured at amortised cost using the effective interest method.
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option
is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend
on an index or a rate are expensed in the period in which they are incurred.
The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are
incurred. Variable lease payments include rent concessions in the form of rent forgiveness or a waiver as a direct
consequence of the COVID-19 pandemic and which relate to payments originally due on or before 30 June 2021.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
Finance costs
Finance costs are expensed in the period in which they are incurred.
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is
probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the
obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value
of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the
provision resulting from the passage of time is recognised as a finance cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality
corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for
the rendering of services.
28
29
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined
using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the
expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do
not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken
of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the
vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the
best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount
recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already
recognised in previous periods.
Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market
conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other
conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made.
An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair
value of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting
period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining
expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and
new award is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques used to measure fair value are those that are appropriate in the circumstances
and which maximise the use of relevant observable inputs and minimise the use of unobservable inputs.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Dividends
Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity
instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest
in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value
or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to
profit or loss.
30
29
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 2. Significant accounting policies (continued)
On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or
accounting policies and other pertinent conditions in existence at the acquisition-date.
Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the
acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is
recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within
equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling
interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment
in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair
value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a
gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and
measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred
and the acquirer's previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the
provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based
on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement
period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the
information possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Big River Industries Limited,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the
weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential
ordinary shares.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part
of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST
recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet
mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The Group has
not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
30
31
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates
and assumptions on historical experience and on other various factors, including expectations of future events,
management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will
seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may
have, on the Group based on known information. This consideration extends to the nature of the products and services
offered, customers, supply chain, staffing and geographic regions in which the Group operates. There does not currently
appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to
events or conditions which may impact the Group unfavourably as at the reporting date or subsequently as a result of the
Coronavirus (COVID-19) pandemic.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the
lifetime expected credit loss, grouped based on days overdue, and makes assumptions to allocate an overall expected
credit loss rate for each group. These assumptions include recent sales experience and historical collection rates.
Goodwill
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill
has suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-
generating units have been determined based on value-in-use calculations. These calculations require the use of
assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated
future cash flows.
Impairment of non-financial assets other than goodwill
The Group assesses impairment of non-financial assets other than goodwill at each reporting date by evaluating conditions
specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the
recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations,
which incorporate a number of key estimates and assumptions.
During the year, the Group impaired the property, plant and equipment located at Wagga Wagga, NSW. The timing and
measurement of the impairment was based on management's estimate and the time frame the plant would remain
operational and their assessment of the restructuring costs and realisable value of the Wagga Wagga property, plant and
equipment.
Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement
is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the
underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods
to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease
commencement date. Factors considered may include the importance of the asset to the Group's operations; comparison
of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold
improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to
exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in
circumstances.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to
discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such
a rate is based on what the Group estimates it would have to pay a third party to borrow the funds necessary to obtain an
asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
32
31
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 4. Operating segments
Identification of reportable operating segments
The Group is organised into one operating segment as the Group operated mainly in Australia and in one industry being
the supply of building products. This assessment is based on the internal reports that are reviewed and used by the Board
of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in
determining the allocation of resources. Accordingly the information provided in this Annual Report reflects the one
operating segment.
Australia
New Zealand
Revenue from external
customers
2021
$
2020
$
Geographical non-current
assets
2021
$
2020
$
254,349,389 223,841,605 66,414,729 53,975,703
27,032,520 24,986,210 20,289,693 21,901,672
281,381,909 248,827,815 86,704,422 75,877,375
The Group's revenue is generated from sales of building products in Australia and New Zealand. The geographic split of
this revenue across all companies is: a) Australia (90%) and b) New Zealand (10%).
There is no single customer with 10% or more of revenue.
The geographical non-current assets above are exclusive of deferred tax assets.
Note 5. Revenue
Revenue from contracts with customers
Sale of goods
Other revenue
Other revenue
Revenue
Group
2021
$
2020
$
281,381,909 248,827,815
-
96,327
281,381,909 248,924,142
Disaggregation of revenue
Disaggregation of revenue is disclosed in note 4. All of the Group's revenue is recognised at a point in time.
Note 6. Other income
Net gain on disposal of property, plant and equipment
Remeasurement of contingent consideration*
Other income
Group
2021
$
2020
$
133,935
100,000
15,693
380,808
233,935
396,501
*
Remeasurement of contingent consideration represents a portion of acquisition EBITDA earn out requirements not
met.
32
33
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 7. Expenses
Profit before income tax includes the following specific expenses:
Cost of sales
Cost of sales
Depreciation
Buildings
Plant and equipment
Buildings right-of-use assets
Total depreciation
Amortisation
Customer relationships
Software
Product development
Total amortisation
Total depreciation and amortisation
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
Unwind of interest on contingent consideration
Finance costs expensed
Unrealised foreign exchange loss
Unrealised foreign exchange loss
Leases
Short-term lease payments
Superannuation expense
Defined contribution superannuation expense
Share-based payments expense
Share-based payments expense
Expenses associated with business combinations
Transaction costs
34
33
Group
2021
$
2020
$
199,725,818 177,340,696
167,097
2,879,707
5,787,865
166,355
2,487,330
5,005,597
8,834,669
7,659,282
312,289
246,000
22,286
579,960
68,000
35,845
580,575
683,805
9,415,244
8,343,087
1,047,681
671,626
214,020
1,452,534
698,135
141,451
1,933,327
2,292,120
5,237
-
-
108,253
2,453,743
2,253,667
604,644
-
1,347,628
739,501
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 8. Impairment of assets and restructuring costs
Buildings (note 14)
Plant and equipment (note 14)
Site restoration cost provision
Redundancy costs
Stock writedowns
Government grant
Impairment of assets and restructuring costs (per statement of profit or loss)
Tax benefit
Net impact after tax
Group
2021
$
2020
$
1,841,945
10,431,983
1,738,285
2,096,010
469,965
16,578,188
(7,676,000)
8,902,188
(4,420,873)
4,481,315
-
-
-
-
-
-
-
-
-
-
On 3 November 2020, the Company announced that it had been approved for a Government Grant totalling $10.0 million
under the NSW Governments Bushfire Industry Recovery Package – Sector Development Grants. The Company since
executed the appropriate Funding Deed from The Department of Regional NSW.
The Government Grant will support a consolidation of the Company’s current manufacturing operations onto one site at
Grafton NSW which will result in the closure of the Wagga Wagga NSW site.
$7.7 million of the government grant has been offset against associated expenses and presented on a net basis. As part of
the site consolidation involves capital expenditure of circa $6.0 million on expansion of the Grafton NSW site, the remaining
$2.3 million of the government grant will be recognised over the life of those assets as they are acquired.
As a result, the Company has booked a net impairment of the operations at Wagga Wagga NSW of $4.5 million net of tax
and the associated government grant.
34
35
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 9. Income tax
Income tax expense/(benefit)
Current tax
Deferred tax - origination and reversal of temporary differences
Adjustment recognised for prior periods
Aggregate income tax expense/(benefit)
Deferred tax included in income tax expense/(benefit) comprises:
Decrease/(increase) in deferred tax assets
Increase/(decrease) in deferred tax liabilities
Group
2021
$
2020
$
2,320,981
(4,248,398)
556,601
2,067,040
(224,805)
8,174
(1,370,816)
1,850,409
(5,260,163)
1,011,765
644,500
(869,305)
Deferred tax - origination and reversal of temporary differences
(4,248,398)
(224,805)
Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Profit before income tax (expense)/benefit
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based remuneration
Unwind of contingent consideration
Non-assessable government grant
Sundry items
Adjustment recognised for prior periods
Difference in overseas tax rates
Income tax expense/(benefit)
Amounts credited directly to equity
Deferred tax assets
Net deferred tax balance
Deferred tax asset (refer breakdown below)
Deferred tax liability (refer breakdown below)
445,487
6,294,666
133,646
1,888,400
181,393
(30,000)
(2,302,800)
141,384
-
-
-
(8,719)
(1,876,377)
556,601
(51,040)
1,879,681
8,174
(37,446)
(1,370,816)
1,850,409
Group
2021
$
2020
$
(312,518)
(12,559)
Group
2021
$
2020
$
13,987,092
(8,911,147)
8,186,466
(5,662,020)
Net deferred tax asset (as per statement of financial position)
5,075,945
2,524,446
36
35
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 9. Income tax (continued)
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Allowance for expected credit losses
Property, plant and equipment
Employee benefits
Leases
Capital raise expenses
Rehabilitation provision
Redundancy provision
Other provisions and accruals
Deferred tax asset
Amount expected to be recovered within 12 months
Amount expected to be recovered after more than 12 months
Movements:
Opening balance
Credited/(charged) to profit or loss
Credited to equity
Additions through business combinations (note 33)
Introduction of AASB 16 'Leases'
Closing balance
Group
2021
$
2020
$
646,120
2,660,162
1,789,639
6,913,977
267,087
495,900
802,108
412,099
505,047
(127,522)
1,656,647
5,690,251
193,520
-
-
268,523
13,987,092
8,186,466
8,995,265
4,991,827
3,911,543
4,274,923
13,987,092
8,186,466
8,186,466
5,260,163
312,518
227,945
-
2,445,584
(644,500)
12,559
120,994
6,251,829
13,987,092
8,186,466
36
37
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 9. Income tax (continued)
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Right-of-use assets
Customer relationships
Brand
Present value on contingent consideration
Deferred tax liability
Amount expected to be settled within 12 months
Amount expected to be settled after more than 12 months
Movements:
Opening balance
Charged/(credited) to profit or loss
Additions through business combinations (note 33)
Finalisation of prior period business combination
Introduction of AASB 16 'Leases'
Closing balance
Provision for income tax
Provision for income tax
The provision for income tax includes $200,189 of allowed payment deferrals.
Group
2021
$
2020
$
6,542,454
1,222,821
780,000
365,872
5,377,961
251,593
-
32,466
8,911,147
5,662,020
2,134,026
6,777,121
1,521,147
4,140,873
8,911,147
5,662,020
5,662,020
1,011,765
2,237,362
-
-
105,600
(869,305)
-
378,803
6,046,922
8,911,147
5,662,020
Group
2021
$
2020
$
997,660
863,342
38
37
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 10. Cash and cash equivalents
Current assets
Cash on hand
Cash at bank
Reconciliation to cash and cash equivalents at the end of the financial year
The above figures are reconciled to cash and cash equivalents at the end of the financial
year as shown in the statement of cash flows as follows:
Balances as above
Bank overdraft and trade finance (note 18)
Balance as per statement of cash flows
Note 11. Trade and other receivables
Current assets
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Government grant
Group
2021
$
2020
$
3,341,575
4,509,249
1,557,850
7,154,334
7,850,824
8,712,184
7,850,824
(1,404,374)
8,712,184
(2,816,267)
6,446,450
5,895,917
Group
2021
$
2020
$
47,242,657 43,453,313
(1,683,490)
45,088,924 41,769,823
(2,153,733)
2,876,201
6,000,000
1,794,098
-
53,965,125 43,563,921
Allowance for expected credit losses
The Group has recognised a loss of $1,119,101 in profit or loss in respect of the expected credit losses for the year ended
30 June 2021 (30 June 2020: loss of $530,010).
The impact of expected credit losses on other receivables is immaterial.
The ageing of the receivables and allowance for expected credit losses provided for above are as follows:
Group
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
Expected credit loss rate
2021
%
2020
%
Carrying amount
2020
$
2021
$
0.60%
1.00%
20.00%
58.76%
-
29,831,781 25,777,435
1.00% 16,553,414 15,312,077
944,689
992,719
3,213,210
2,740,944
15.00%
43.20%
Allowance for expected
credit losses
2021
$
2020
$
179,159
165,534
198,544
1,610,496
-
153,121
141,703
1,388,666
Debtors are written off when the cash is no longer considered collectable. The Group has insurance policies over a portion
of long standing debt which limits its credit risk.
50,118,858 45,247,411
2,153,733
1,683,490
38
39
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 12. Inventories
Group
2021
$
2020
$
3,176,584
3,202,586
51,252,177 35,244,866
(238,000)
(285,520)
54,143,241 38,209,452
Group
2021
$
2020
$
1,449,205
136,144
994,258
136,144
1,585,349
1,130,402
Group
2021
$
2020
$
855,701
855,701
4,226,556
(933,780)
3,292,776
6,052,389
(766,682)
5,285,707
24,197,518 28,291,312
(6,593,773)
16,680,555 21,697,539
(7,516,963)
20,829,032 27,838,947
Current assets
Raw materials and work in progress - at cost
Finished goods - at cost
Less: Provision for stock obsolescence
Note 13. Other assets
Current assets
Prepayments
Other deposits
Note 14. Property, plant and equipment
Non-current assets
Freehold land - at cost
Buildings - at cost
Less: Accumulated depreciation
Plant and equipment - at cost
Less: Accumulated depreciation
40
39
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 14. Property, plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Group
Balance at 1 July 2019
Additions
Additions through business combinations (note
33)
Disposals
Exchange differences
Transfers in/(out)
Depreciation expense
Balance at 30 June 2020
Additions
Additions through business combinations (note
33)
Disposals
Exchange differences
Impairment of assets
Transfers in/(out)
Depreciation expense
Freehold
land
$
Buildings
Plant and
equipment
$
$
Plant and
equipment
under
lease
$
Total
$
855,701
-
5,443,159 21,672,990
637,305
8,903
- 27,971,850
1,122,021
475,813
-
-
-
-
-
-
-
-
-
(166,355)
1,455,000
(28,796)
(27,443)
(2,831,719)
(1,596,841)
-
-
-
2,831,719
(890,489)
1,455,000
(28,796)
(27,443)
-
(2,653,685)
855,701
-
5,285,707 19,280,496
1,074,588
16,111
2,417,043 27,838,947
1,807,131
716,432
-
-
-
-
-
-
-
-
-
(1,841,945)
-
(167,097)
6,517,160
(8,944)
(4,530)
(10,431,983)
199,541
(2,395,594)
-
-
-
-
(199,541)
(484,113)
6,517,160
(8,944)
(4,530)
(12,273,928)
-
(3,046,804)
Balance at 30 June 2021
855,701
3,292,776 14,230,734
2,449,821 20,829,032
Note 15. Right-of-use assets
Non-current assets
Buildings - right-of-use
Less: Accumulated depreciation
Group
2021
$
2020
$
31,752,188 23,465,955
(5,005,597)
(9,241,779)
22,510,409 18,460,358
The Group leases land and buildings for its offices, warehouses and retail outlets under agreements of between 2 to 10
years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the
leases are renegotiated.
40
41
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 15. Right-of-use assets (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Buildings -
right-
of-use
$
-
20,723,973
2,958,718
(216,736)
(5,005,597)
18,460,358
4,216,156
6,206,703
(553,988)
(30,955)
(5,787,865)
22,510,409
Group
2021
$
2020
$
35,351,455 27,059,018
6,240,794
(2,119,971)
4,120,823
2,707,184
(1,808,637)
898,547
1,917,841
(314,000)
1,603,841
1,539,129
(68,000)
1,471,129
191,437
(58,131)
133,306
185,221
(35,845)
149,376
2,600,000
-
43,809,425 29,578,070
Group
Balance at 1 July 2019
Recognised on transition to AASB 16
Additions
Exchange differences
Depreciation expense
Balance at 30 June 2020
Additions
Additions through business combinations (note 33)
Lease adjustments
Exchange differences
Depreciation expense
Balance at 30 June 2021
For other AASB 16 and lease related disclosures, refer to the following:
●
●
●
●
note 7 for details of interest on lease liabilities and other lease payments;
note 14 for plant and equipment under lease;
note 19 for lease liabilities and maturity analysis at 30 June 2021; and
consolidated statement of cash flows for repayment of lease liabilities.
Note 16. Intangibles
Non-current assets
Goodwill
Customer relationships
Less: Accumulated amortisation
Software - at cost
Less: Accumulated amortisation
Product development - at cost
Less: Accumulated amortisation
Brand - at cost
42
41
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 16. Intangibles (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Group
Balance at 1 July 2019
Additions
Additions through business
combinations (note 33)
Finalisation of prior period
business combination
accounting
Exchange differences
Amortisation expense
Balance at 30 June 2020
Additions
Additions through business
combinations (note 33)
Exchange differences
Amortisation expense
Goodwill
$
Customer
relationships Software
$
$
Product
development
$
Brand
$
Total
$
25,193,341
-
352,000
-
601,379
937,750
149,709
35,512
- 26,296,429
973,262
-
2,901,014
-
-
-
-
2,901,014
(744,381)
(290,956)
-
1,123,184
3,323
(579,960)
-
-
(68,000)
-
-
(35,845)
27,059,018
-
898,547
-
1,471,129
378,712
149,376
6,216
-
-
-
378,803
(287,633)
(683,805)
- 29,578,070
384,928
-
8,338,646
(46,209)
-
3,538,000
(3,435)
(312,289)
-
-
(246,000)
-
-
(22,286)
2,600,000
-
-
14,476,646
(49,644)
(580,575)
Balance at 30 June 2021
35,351,455
4,120,823
1,603,841
133,306
2,600,000 43,809,425
Impairment testing
For the purpose of impairment testing, goodwill and brands are allocated to a group of cash generating units ('CGUs'),
which are expected to benefit from the synergies of the business combinations.
The recoverable amount of the group of CGUs has been determined based on value-in-use calculations which use cash
flow projections from the financial budgets for the FY2021 financial year as reviewed by the Board.
In preparing the FY2022 budget, due consideration was given to the economic uncertainty associated with COVID-19. The
cash flows beyond the budget period have been extrapolated over a further 4 years. The value-in-use calculations have
been prepared using a compound revenue growth rate of 2% (30 June 2020: 2%) and terminal growth rate of 2% (30 June
2020: 2%). The post-tax discount rate applied to cash flow projections was 10% (30 June 2020: 11%) which is derived from
the Group’s weighted average cost of capital, adjusted for varying risk profiles, where appropriate.
The key assumptions used in the value-in-use calculation are based on past experience and the Group’s forecast
operating and financial performance for the CGUs taking into account the current market and economic conditions, risks,
uncertainties and opportunities for improvements.
Management has considered possible changes in the key assumptions used in the value-in-use calculations, and has not
identified any reasonable change in assumptions that would lead to an impairment.
The Group believes that the assumptions adopted in the value-in-use calculation reflect an appropriate balance between
the Group’s experience to date and the uncertainty associated with the COVID-19 pandemic. Accordingly, the Group has
concluded that no impairment is required as at 30 June 2021.
42
43
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 17. Trade and other payables
Current liabilities
Trade payables
Goods and services tax payable
Other payables and accrued expenses
Group
2021
$
2020
$
33,753,292 32,738,564
2,626,394
3,074,102
615,607
6,858,857
41,227,756 38,439,060
Refer to note 27 for further information on financial instruments.
The goods and services tax payable includes $nil (2020: $1,775,800) of allowed payment deferrals.
Note 18. Borrowings
Current liabilities
Bank overdraft and trade finance
Non-current liabilities
Bank bills
Refer to note 27 for further information on financial instruments.
Total secured liabilities
The total secured liabilities are as follows:
Bank overdraft and trade finance
Bank bills
Assets pledged as security
The above borrowings are secured by first mortgages over the Group's assets.
Group
2021
$
2020
$
1,404,374
2,816,267
26,000,000 25,850,000
Group
2021
$
2020
$
1,404,374
2,816,267
26,000,000 25,850,000
27,404,374 28,666,267
44
43
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 18. Borrowings (continued)
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Total facilities
Bank overdraft and trade finance
Bank bills
Lease facility
Used at the reporting date
Bank overdraft and trade finance
Bank bills
Lease facility
Unused at the reporting date
Bank overdraft and trade finance
Bank bills
Lease facility
Note 19. Lease liabilities
Current liabilities
Lease liability - finance lease
Lease liability - right-of-use lease
Non-current liabilities
Lease liability - finance lease
Lease liability - right-of-use lease
Group
2021
$
2020
$
18,224,663 19,170,849
36,000,000 26,000,000
3,900,000
58,124,663 49,070,849
3,900,000
1,404,374
2,816,267
26,000,000 25,850,000
2,000,173
29,651,848 30,666,440
2,247,474
16,820,289 16,354,582
150,000
10,000,000
1,899,827
1,652,526
28,472,815 18,404,409
Group
2021
$
2020
$
676,476
6,473,994
492,420
4,780,339
7,150,470
5,272,759
1,570,998
1,507,753
17,064,577 14,743,657
18,635,575 16,251,410
44
45
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 19. Lease liabilities (continued)
The following table details the Group's remaining contractual maturity, both current and non-current, for its lease liabilities:
2021
Lease liability - finance lease
Lease liability - right-of-use
lease
2020
Lease liability - finance lease
Lease liability - right-of-use
lease
Between 1 Between 2 Between 3 Between 4
1 year
or less
and
2 years
and
3 years
and
4 years
and
5 years
Over
5 years
Remaining
contractual
maturities
758,178
738,564
586,396
333,836
-
- 2,416,974
7,138,516
25,346,650
7,896,694 7,187,604 4,894,357 3,467,371 2,708,667 1,608,931 27,763,624
3,133,535
4,307,961
6,449,040
2,708,667
1,608,931
579,327
593,344
573,730
421,562
28,754
- 2,196,717
5,372,792
21,374,017
5,952,119 5,456,011 4,654,207 2,908,263 1,562,945 3,037,189 23,570,734
2,486,701
4,080,477
4,862,667
3,037,189
1,534,191
The cash flows in the maturity analysis above include interest and are not expected to occur significantly earlier than
contractually disclosed.
Note 20. Provisions
Current liabilities
Annual leave
Long service leave
Redundancy
Rehabilitation
Non-current liabilities
Long service leave
Lease make good
Group
2021
$
2020
$
2,597,693
2,294,566
2,673,692
1,653,000
2,304,775
2,187,051
-
-
9,218,951
4,491,826
659,896
300,000
646,714
-
959,896
646,714
Redundancy
The provision represents the estimated redundancy payments and the associated accrued annual leave and long service
leave entitlements payable upon the closure of Wagga Wagga NSW.
Rehabilitation
The provision represents the estimated costs to remove equipment and remediate the site at Wagga Wagga NSW upon
closure.
Lease make good
The provision represents the present value of the estimated costs to make good the premises leased by the Group at the
end of the respective lease terms.
46
45
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 20. Provisions (continued)
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Group - 2021
Carrying amount at the start of the year
Additions through business combinations (note 33)
Provisions recognised
Amounts used
Redundancy Rehabilitation make good
$
$
$
Lease
-
-
2,673,692
-
-
-
1,738,285
(85,285)
-
100,000
200,000
-
Carrying amount at the end of the year
2,673,692
1,653,000
300,000
Note 21. Contingent consideration
Current liabilities
Contingent consideration
Non-current liabilities
Contingent consideration
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening balance
Additions through business combinations (note 33)
Reassessment of contingent consideration
Unwind of present value interest
Payments made during the year
Exchange differences
Closing balance
Group
2021
$
2020
$
1,970,114
1,424,042
5,190,150
2,230,120
3,654,162
4,680,127
(100,000)
214,020
(1,253,515)
(34,530)
3,615,756
600,000
(380,808)
141,451
(250,000)
(72,237)
7,160,264
3,654,162
The provision represents the obligation to pay contingent consideration following the acquisition of a business or assets. It
is measured at the present value of the estimated liability.
Fair value measurement
The below table gives information about how the level 3 fair values measurement of the contingent considerations that are
disclosed above and in note 33 are determined (in particular, the valuation technique and inputs used).
Type
Valuation technique
Significant
unobservable inputs
Relationship and sensitivity of
unobservable inputs to value
Contingent
consideration through
business combinations
The valuation model considers the
present value of the expected
payments which are determined
considering the possible scenarios
of forecast EBITDA.
Forecast EBITDA
Risk adjusted discount
rate
The higher the discount rate, the
lower the fair value
The higher the amount of EBITDA,
the higher the fair value
46
47
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 22. Other
Current liabilities
Deferred revenue
Group
2021
$
2020
$
2,324,000
-
Deferred revenue related to the portion of government grant that will be recognised over the life of the associated assets to
be acquired.
Note 23. Issued capital
Group
2021
Shares
2020
Shares
2021
$
2020
$
Ordinary shares - fully paid
80,625,116 62,468,912 93,408,747 69,286,174
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Issue of shares
Issue of shares as part consideration to the vendors
of Plytech International Limited and Decortech
Limited
Transaction costs arising on share issue, net of tax
Balance
Issue of shares
Issue of shares
Issue of shares
Issue of shares as part consideration to the vendors
of Timberwood group
Issue of shares
Transaction costs arising on share issue, net of tax
1 July 2019
11 July 2019
54,859,219
5,806,429
61,325,301
6,096,750
$1.05
12 July 2019
1,803,264
-
$1.05
$0.00
1,893,427
(29,304)
30 June 2020
6 October 2020
15 December 2020
12 March 2021
62,468,912
8,313
10,600,000
4,518,519
69,286,174
$1.44
11,993
$1.35 14,310,000
6,100,000
$1.35
29 March 2021
21 April 2021
2,962,963
66,409
-
$1.50
$1.45
$0.00
4,444,444
95,973
(839,837)
Balance
30 June 2021
80,625,116
93,408,747
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in
proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the
Company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can
provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce
the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
48
47
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 23. Issued capital (continued)
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current Company's share price at the time of the investment.
The Group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk
management decisions. There have been no events of default on the financing arrangements during the financial year.
The capital risk management policy remains unchanged from the 30 June 2020 Annual Report.
Note 24. Reserves
Foreign currency translation reserve
Share-based payments reserve
Group
2021
$
2020
$
(418,865)
604,644
(350,252)
-
185,779
(350,252)
Foreign currency translation reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their
remuneration, and other parties as part of their compensation for services.
Note 25. Retained profits
Retained profits at the beginning of the financial year
Adjustment for change in accounting policy (note 2)
Group
2021
$
2020
$
2,796,318
-
206,945
(480,568)
Retained profits/(accumulated losses) at the beginning of the financial year - restated
Profit after income tax (expense)/benefit for the year
Dividends paid (note 26)
2,796,318
1,816,303
(3,516,743)
(273,623)
4,444,257
(1,374,316)
Retained profits at the end of the financial year
1,095,878
2,796,318
48
49
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 26. Dividends
Dividends
Dividends paid during the financial year were as follows:
Final dividend of 2.4 cents per fully paid ordinary share paid on 6 October 2020 (2020: 2.2
cents paid on 6 October 2019)
Interim dividend of 2.6 cents per fully paid ordinary share paid on 21 April 2021
Group
2021
$
2020
$
1,499,254
2,017,489
1,374,316
-
3,516,743
1,374,316
On 24 August 2021, the directors determined a fully franked dividend of 3.0 cents per fully paid ordinary share to be paid
on 6 October 2021.
Franking credits
Group
2021
$
2020
$
Franking credits available at the reporting date based on a tax rate of 30%
Franking credits that will arise from the payment/(refund) of the amount of the provision for
income tax at the reporting date based on a tax rate of 30%
21,362,752 20,743,642
196,191
582,231
Franking credits available for subsequent financial years based on a tax rate of 30%
21,558,943 21,325,873
Note 27. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and
interest rate risk), credit risk and liquidity risk. The Group's overall risk management program focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Group. The Group uses derivative financial instruments such as forward foreign exchange contracts to hedge certain risk
exposures which are not significant. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other
speculative instruments. The Group uses different methods to measure different types of risk to which it is exposed. These
methods include sensitivity analysis in the case of interest rate risk and ageing analysis for credit risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors
('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate
procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating
units. Finance reports to the Board on a monthly basis.
Market risk
Foreign currency risk
The Group is not exposed to any significant foreign currency risk.
Price risk
The Group is not exposed to any significant price risk.
Interest rate risk
The Group's main interest rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the
Group to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The policy is
to regularly monitor interest rates and utilise fixed rates for a portion of long-term borrowings when deemed appropriate by
the Board.
50
49
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 27. Financial instruments (continued)
As at the reporting date, the Group had the following variable rate borrowings outstanding:
Group
Bank overdraft and trade finance
Bank bills
2021
2020
Weighted
average
interest rate
%
Weighted
average
interest rate
%
Balance
$
Balance
$
1,404,374
3.54%
3.08% 26,000,000
2,816,267
4.10%
3.25% 25,850,000
Net exposure to cash flow interest rate risk
27,404,374
28,666,267
An analysis by remaining contractual maturities is shown in 'liquidity and interest rate risk management' below.
For the Group the variable rate borrowings outstanding, totalling $27,404,374 (30 June 2020: $28,666,267), are interest
only loans. Monthly cash outlays of approximately $70,876 (30 June 2020: $79,632) per month are required to service the
interest payments. An official increase/decrease in interest rates of 100 (30 June 2020: 100) basis points would have an
adverse/favourable effect on profit before tax of the following:
Group - 2021
Basis points increase
Effect on
Basis points decrease
Effect on
Basis points
change
profit before
tax
Effect on
equity
Basis points
change
profit before
tax
Effect on
equity
Variable rate borrowings
(100)
(274,043)
(191,830)
100
274,043
191,830
Group - 2020
Basis points increase
Effect on
Basis points decrease
Effect on
Basis points
change
profit before
tax
Effect on
equity
Basis points
change
profit before
tax
Effect on
equity
Variable rate borrowings
(100)
(286,662)
(200,663)
100
286,662
200,663
The percentage change is based on the expected volatility of interest rates using market data and analysts' forecasts. No
principal repayments are due during the year ending 30 June 2021 or 30 June 2020.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and
setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum
exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for
impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The
Group does not hold any collateral.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables
through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered
representative across all customers of the Group based on recent sales experience, historical collection rates and forward-
looking information that is available. The allowance for expected credit losses, as disclosed in note 11, is calculated based
on the information available at the time of preparation. The actual credit losses in future years may be higher or lower.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
The Group has no significant credit risk to any individual customer.
50
51
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 27. Financial instruments (continued)
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash
equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously
monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Financing arrangements
Unused borrowing facilities at the reporting date:
Bank overdraft and trade finance
Bank bills
Lease facility
Group
2021
$
2020
$
16,820,289 16,354,582
150,000
10,000,000
1,899,827
1,652,526
28,472,815 18,404,409
The bank overdraft facilities may be drawn at any time and may be terminated by the bank without notice.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the
financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Group - 2021
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Interest-bearing - variable
Bank overdraft and trade
finance
Bank bills
Total non-derivatives
Group - 2020
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Interest-bearing - variable
Bank overdraft and trade
finance
Bank bills
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
-
33,753,292
6,858,857
-
-
-
-
- 33,753,292
6,858,857
-
3.54%
3.08%
1,404,374
800,800
42,817,323
-
-
800,800 26,601,693
800,800 26,601,693
-
1,404,374
- 28,203,293
- 70,219,816
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
-
32,738,564
3,074,102
-
-
4.10%
3.25%
2,816,267
-
840,125 26,480,094
39,469,058 26,480,094
-
-
-
-
-
- 32,738,564
3,074,102
-
-
2,816,267
- 27,320,219
- 65,949,152
52
51
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 27. Financial instruments (continued)
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Remaining contractual maturities for leases in the current year are now disclosed in non-current liabilities - lease liabilities
(refer to note 19).
Note 28. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out
below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Note 29. Remuneration of auditors
Group
2021
$
2020
$
1,753,105
95,822
35,214
504,677
1,255,880
90,912
52,707
-
2,388,818
1,399,499
During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the
auditor of the Company:
Audit services - Deloitte Touche Tohmatsu
Audit or review of the financial statements
Other services - Deloitte Touche Tohmatsu
Taxation
Other services
Group
2021
$
2020
$
199,000
198,600
31,125
270,320
29,550
-
301,445
29,550
500,445
228,150
Note 30. Contingent liabilities
The Group has given bank guarantees as at 30 June 2021 of $2,509,386 (30 June 2020: $2,353,231) to various landlords.
Note 31. Related party transactions
Parent entity
Big River Industries Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 34.
Key management personnel
Disclosures relating to key management personnel are set out in note 28 and the remuneration report included in the
directors' report.
52
53
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 31. Related party transactions (continued)
Transactions with related parties
During the financial year, the Company paid $47,885 (30 June 2020: $50,000) to Anacacia Capital Pty Ltd, a director
related entity and substantial shareholder, as an advisory fee.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 32. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2021
$
2020
$
6,513,394
1,872,041
-
-
6,513,394
1,872,041
Parent
2021
$
2020
$
71,773,850 44,417,962
48,916,659 48,398,648
120,690,509 92,816,610
31
-
26,000,000 25,850,000
26,000,031 25,850,000
94,690,478 66,966,610
93,408,747 69,286,174
-
(2,319,564)
604,644
677,087
94,690,478 66,966,610
Profit after income tax
Other comprehensive income for the year, net of tax
Total comprehensive income
Statement of financial position
Total current assets
Total non-current assets
Total assets
Total current liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Share-based payments reserve
Retained profits/(accumulated losses)
Total equity
54
53
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 32. Parent entity information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity is a party to a deed of cross guarantee (refer note 35) under which it guarantees the debts of its
subsidiaries as at 30 June 2021 and 30 June 2020.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2021 and 30 June 2020.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020.
Under the government grant entitlement, the Company will invest circa $6.0 million of capital expenditure expanding the
Grafton NSW site.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for
investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Note 33. Business combinations
2021
Timberwood Panels Pty Ltd, VIC and ACT
On 7 December 2020, the Group executed a business purchase deed to acquire the business and assets of Timberwood
Panels Pty Ltd ('Timberwood'), a business located in Victoria and the Australian Capital Territory. Completion was effective
from 29 March 2021 and the maximum purchase price of $30.1 million, which includes inventory and plant and equipment,
was settled through the payment of $21.0 million in cash, the issue of $4.4 million of ordinary shares of Big River Industries
Limited, with the balance payable upon achieving agreed EBITDA targets over a three year period. The acquisition
contributed $15.2 million to revenue and $0.9 million to net profit after tax of the Group for the year ended 30 June 2021.
The values identified in relation to the acquisition are provisional as at 30 June 2021.
54
55
Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 33. Business combinations (continued)
Inventories
Prepayments
Plant and equipment
Right-of-use assets
Customer relationships
Brand name
Deferred tax asset
Deferred tax liability
Employee benefits
Lease make good provision
Lease liability
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid to vendor
Big River Industries Ltd shares issued to vendor on 29 March 2021
Contingent consideration at present value
Acquisition costs expensed to profit or loss
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: contingent consideration at present value
Less: shares issued by Company as part of consideration on 29 March 2021
Net cash used
2020
Fair value
$
11,379,989
543,390
6,517,160
6,206,703
3,538,000
2,600,000
227,945
(2,237,362)
(759,818)
(100,000)
(6,106,703)
21,809,304
8,338,646
30,147,950
21,023,379
4,444,444
4,680,127
30,147,950
830,714
30,147,950
(4,680,127)
(4,444,444)
21,023,379
Big Hammer Building Supplies, Townsville QLD
On 5 July 2019, the Group executed a business purchase deed to acquire the business and assets of Big Hammer
Building Supplies, a business located in Townsville, Queensland. The purchase price was $1,974,445 which includes the
acquisition of inventory and plant and equipment and was settled through the payment of $1,774,445 in cash. An amount
of $200,000 is payable as cash or through the issue of ordinary shares in Big River Industries Limited, at the Group's
discretion, upon achieving agreed EBITDA targets over a two year period. As this acquisition combined the operations of
an existing business with that of Big Hammer Building Supplies it is not practical to separate the revenue or net profit after
tax of the individual businesses after the acquisition.
Pine Design Truss and Timber, Adelaide SA
On 17 February 2020, the Group executed a business purchase deed to acquire the trading business and assets of Pine
Design Truss and Timber located in Adelaide, South Australia. The purchase price is $3,498,331 which includes the
acquisition of inventory and plant and equipment. $3,098,331 is payable at completion with the balance of $400,000
payable upon achieving agreed EBITDA targets over a two year period. The acquisition contributed $4,830,000 to revenue
and $84,000 to net profit after tax of the Group for the year ended 30 June 2020. Revenue and net profit after tax for the
Group for the year ended 30 June 2020 would have been $258,224,142 and $4,577,432 respectively, had the Group
acquired Pine Design Truss and Timber at the beginning of the financial year.
The values identified in relation to the acquisitions are final as at 30 June 2021.
56
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Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 33. Business combinations (continued)
Details of the acquisitions are as follows:
Cash and cash equivalents
Inventories
Plant and equipment
Deferred tax asset
Employee benefits
Net assets acquired
Goodwill
Big Hammer Pine Design
Building
Supplies
Fair value
Truss and
Timber
Fair value
$
$
Total
$
500
435,787
220,000
12,343
(41,143)
-
962,794
1,235,000
108,651
(362,170)
500
1,398,581
1,455,000
120,994
(403,313)
627,487
1,346,958
1,944,275
1,554,056
2,571,762
2,901,014
Acquisition-date fair value of the total consideration transferred
1,974,445
3,498,331
5,472,776
Representing:
Cash paid or payable to vendor
Contingent consideration
1,774,445
200,000
3,098,331
400,000
4,872,776
600,000
1,974,445
3,498,331
5,472,776
Acquisition costs expensed to profit or loss
328,886
260,596
589,482
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: cash and cash equivalents
Less: contingent consideration
Net cash used
Note 34. Interests in subsidiaries
1,974,445
(500)
(200,000)
3,498,331
-
(400,000)
5,472,776
(500)
(600,000)
1,773,945
3,098,331
4,872,276
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in
accordance with the accounting policy described in note 2:
Name
Big River Group Pty Ltd
Big River Group (NZ) Limited
Plytech International Limited
Decortech Limited
Note 35. Deed of cross guarantee
Principal place of business /
Country of incorporation
Australia
New Zealand
New Zealand
New Zealand
Ownership interest
2020
2021
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
The following entities are party to a deed of cross guarantee under which each company guarantees the debts of the
others:
Big River Industries Limited
Big River Group Pty Ltd
56
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Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 35. Deed of cross guarantee (continued)
By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare financial
statements and directors' report under Corporations Instrument 2016/785 issued by the Australian Securities and
Investments Commission.
The above companies represent a 'Closed Group' for the purposes of the Corporations Instrument, and as there are no
other parties to the deed of cross guarantee that are controlled by Big River Industries Limited, they also represent the
'Extended Closed Group'.
The statement of profit or loss and other comprehensive income and statement of financial position are substantially the
same as the Group and therefore have not been separately disclosed.
Note 36. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
Group
2021
$
2020
$
Profit after income tax (expense)/benefit for the year
1,816,303
4,444,257
Adjustments for:
Depreciation and amortisation
Impairment of property, plant and equipment
Net gain on disposal of property, plant and equipment
Share-based payments
Foreign exchange differences
Interest on contingent consideration
Reassessment of contingent consideration
Change in operating assets and liabilities:
Increase in trade and other receivables
Decrease/(increase) in inventories
Decrease in prepayments
Increase in deferred tax
Increase in trade and other payables
Increase in provision for income tax
Increase in other provisions
Increase in other operating liabilities
9,415,244
12,273,928
(133,935)
604,644
(286,319)
214,020
(100,000)
(10,170,432)
(4,553,800)
88,444
(4,248,398)
2,788,696
134,317
3,980,489
2,324,000
8,343,087
-
(15,693)
-
(219,167)
141,451
(380,808)
(735,040)
398,279
-
(161,883)
2,116,031
796,512
200,489
-
Net cash from operating activities
14,147,201 14,927,515
Non-cash investing and financing activities
Group
2021
$
2020
$
4,216,156
107,966
4,444,444
2,958,718
-
1,893,427
8,768,566
4,852,145
Additions to the right-of-use assets
Shares issued under dividend reinvestment plan
Shares issued in relation to business combinations
58
57
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 36. Cash flow information (continued)
Changes in liabilities arising from financing activities
Group
Balance at 1 July 2019
Net cash from/(used in) financing activities
Leases recognised on the adoption of AASB 16
Acquisition of leases
Exchange differences
Balance at 30 June 2020
Net cash from/(used in) financing activities
Acquisition of leases
Changes through business combinations (note 33)
Lease adjustments
Bank
bills
$
Lease
liability
$
Total
$
13,520,000
12,330,000
2,269,223 15,789,223
7,438,480
(4,891,520)
- 21,409,449 21,409,449
2,958,718
-
(221,701)
-
2,958,718
(221,701)
25,850,000 21,524,169 47,374,169
(5,356,995)
4,216,156
6,106,703
(553,988)
(5,506,995)
4,216,156
6,106,703
(553,988)
150,000
-
-
-
Balance at 30 June 2021
26,000,000 25,786,045 51,786,045
Note 37. Earnings per share
Group
2021
$
2020
$
Profit after income tax attributable to the owners of Big River Industries Limited
1,816,303
4,444,257
Weighted average number of ordinary shares used in calculating basic earnings per share
70,359,025 62,256,070
Weighted average number of ordinary shares used in calculating diluted earnings per share 70,359,025 62,256,070
Number
Number
Basic earnings per share
Diluted earnings per share
Cents
Cents
2.58
2.58
7.14
7.14
Options over ordinary shares were excluded from the above calculations as they are not dilutive. As at 30 June 2020, the
performance conditions in relation to the performance rights issued during the year were not met and, accordingly, the
performance rights under employee share plans have not been included as dilutive.
Note 38. Share-based payments
Unlisted options
The Company has granted options to senior managers of the Company, through persons or entities nominated by them.
The options will not be listed.
The options are governed by the terms of option deeds (as amended pursuant to deeds of amendment to comply with the
ASX Listing Rules) that are on the same or substantially similar terms. The terms of issue of the options are summarised
below.
58
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Annual Report 2021 Big River Industries Limited
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 38. Share-based payments (continued)
Exercise
Under the option deeds, the options may be exercised for the exercise price specified on grant of the option (as set out in
the table below). The options may only be exercised before the expiry date (as set out in the table below). The options may
be exercised by delivering a signed exercise notice and an amount equal to the exercise price multiplied by the number of
options being exercised to the address of the Company’s solicitors. On exercise, the holder will be issued one ordinary
share for each option exercised.
Lapse
The options lapse automatically:
●
●
●
●
if the senior management executive who nominated the optionholder ceases to be employed by the Company; or
at the end of the designated exercise period for the options, unless extended in accordance with the option deeds; or
if the optionholder ceases to be a holder of ordinary shares in the Company; or
in the event that a drag along notice or a tag along notice is issued, each option will terminate and lapse with
immediate effect upon issue of the drag along notice or the tag along notice and the Company must upon completion
of the transaction contemplated, pay an amount to the optionholder equal to the price per share specified in the drag
along notice less the exercise price multiplied by the number of options.
Transfer/Dealing
The optionholder cannot dispose, encumber or otherwise deal with their options without the prior written approval of the
Board.
Set out below are summaries of options granted under the plan:
2021
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
19/02/2016
13/02/2017
19/02/2021
13/02/2022
$2.00
$2.20
1,185,000
45,455
1,230,455
-
-
-
-
-
-
(1,185,000)
(45,455)
(1,230,455)
-
-
-
2020
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
19/02/2016
13/02/2017
19/02/2021
13/02/2022
$2.00
$2.20
1,185,000
45,455
1,230,455
-
-
-
-
-
-
-
-
-
1,185,000
45,455
1,230,455
The weighted average share price during the financial year was $1.639 (30 June 2020: $1.2155).
The weighted average remaining contractual life of options outstanding at the end of the financial year was nil years (30
June 2020: 0.68 years).
Performance rights
At the 2018 Annual General Meeting, shareholders approved the Big River Industries Limited Rights Plan ('BRIRP') to be
able to grant performance rights to certain key executive management personnel.
The number of performance rights vesting is determined by reference to the compound annual growth rate ('CAGR') in
earnings per share ('EPS') over the vesting period and ranges from nil for less than 3% CAGR in EPS to 100% for greater
than 10% CAGR in EPS, subject to overriding discretion held by the Board.
60
59
Big River Industries Limited Annual Report 2021
Notes to the Financial Statements
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2021
30 June 2021
Note 38. Share-based payments (continued)
Set out below are summaries of performance rights granted under the plan:
2021
Grant date
Expiry date
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
23/11/2018
28/11/2019
01/12/2020
2020
23/11/2023
28/11/2024
01/12/2025
341,355
677,590
-
1,018,945
-
-
541,662
541,662
Grant date
Expiry date
23/11/2018
28/11/2019
23/11/2023
28/11/2024
Balance at
the start of
the year
Granted
Exercised
341,355
-
341,355
-
677,590
677,590
-
-
-
-
-
-
-
-
-
-
-
341,355
677,590
541,662
1,560,607
Expired/
forfeited/
other
Balance at
the end of
the year
-
-
-
341,355
677,590
1,018,945
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 3.86
years (30 June 2020: 4.07 years).
Valuation model inputs
For the performance rights granted during the current financial year, the valuation model inputs used to determine the fair
value at the grant date, are as follows:
Grant date
01/12/2020
Expiry date
01/12/2025
Note 39. Events after the reporting period
Share price Dividend
at grant date
yield
Risk-free
Fair value
interest rate at grant date
$1.45
3.31%
0.41%
$1.312
On 24 August 2021, the Group executed a business purchase deed to acquire the business and assets of Revolution
Wood Panels Pty Ltd, a business located in the Brisbane suburb of Brendale, QLD. The acquisition is subject to certain
pre-conditions being met and is expected to complete in early October 2021.
Consideration for the transaction includes a payment of $6.0 million in cash, the issue of $1.0 million in ordinary shares of
the Company, and a maximum of $1.0 million in earnout payments over a two-year period, subject to certain profitability
targets being met.
The impact of the COVID-19 pandemic is ongoing, and it is not practicable to estimate the potential impact after the
reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government
and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic
stimulus that may be provided.
Apart from the dividend determined as disclosed in note 26, no other matter or circumstance has arisen since 30 June
2021 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or
the Group's state of affairs in future financial years.
60
61
Annual Report 2021 Big River Industries Limited
Directors’ Declaration
Big River Industries Limited
Directors' declaration
30 June 2021
30 June 2021
In the directors' opinion:
●
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2021 and of its performance for the financial year ended on that date;
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable; and
at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed
Group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed
of cross guarantee described in note 35 to the financial statements.
The directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the directors
___________________________
Malcolm Jackman
Chairman
24 August 2021
Sydney
___________________________
James Bindon
Managing Director
62
61
Big River Industries Limited Annual Report 2021
Independent Auditor’s Report to the Members
of Big River Industries Limited
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Grosvenor Place
225 George Street
Sydney, NSW, 2000
Australia
Phone: +61 2 9322 7000
www.deloitte.com.au
Independent Auditor’s Report to the Members of
Big River Industries Limited
RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt
Opinion
We have audited the financial report of Big River Industries Limited (the “Company”) and its subsidiaries (the
“Group”) which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
•
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance
for the year then ended; and
• Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report for the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
62
63
Annual Report 2021 Big River Industries Limited KKeeyy AAuuddiitt MMaatttteerr
HHooww tthhee ssccooppee ooff oouurr aauuddiitt rreessppoonnddeedd ttoo tthhee KKeeyy AAuuddiitt
MMaatttteerr
RReessttrruuccttuurriinngg ooff WWaaggggaa WWaaggggaa ppllaanntt
In the year ended 30 June 2021, the Group
recognised $16.6m worth of expenses relating to
the restructuring of the Wagga Wagga plant
consisting of $12.3m of asset impairment, $2.1m
of redundancy costs, $1.7m of site restoration
costs and $0.5m of inventory write downs.
As disclosed in Note 3, the Group’s assessment of
the timing and measurement of the Wagga
Wagga plant closure, in accordance with AASB
136 Impairment of assets and AASB 137
“Provisions, Contingent Liabilities and Contingent
Assets”, involves accounting estimates and
judgements.
The measurement of the restructuring provision
and impairment of plant assets requires the
estimation of the future costs/liabilities and the
recoverable amount of the Wagga Wagga
property, plant and equipment.
Our procedures included, but were not limited to:
•
•
•
•
•
Evaluating the design and implementation of
the relevant controls relating to the estimation
of restructuring costs and determining the
recoverable amount of the Wagga property,
plant and equipment;
Challenging management’s key estimates in the
restructuring provision including the timing and
measurement of the restoration costs and
contingencies and recoverable amount of
property, plant and equipment.
Assessing the management’s determination of
the level of the cash generating unit, and the
assessment of whether the Wagga Wagga asset
was a disposal group;
Assessing management’s impairment
assessment model and considering the
reasonableness of management’s conclusions;
and
Assessing the appropriateness of the
disclosures in Note 8 Impairment of assets and
Note 20 Provisions to the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the Directors’ Report,
Corporate Directory and Shareholder Information, which we obtained prior to the date of this auditor’s report,
and also includes the following information which will be included in the Group’s annual report (but does not
include the financial report and our auditor’s report thereon): Chairman and Managing Director’s Report and
Corporate Details, which is expected to be made available to us after that date..
Our opinion on the financial report does not cover the other information and we do not and will not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the financial report
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we
have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
When we read the Chairman and Managing Director’s Report and Corporate Details, if we conclude that there is
a material misstatement therein, we are required to communicate the matter to the directors and use our
professional judgement to determine the appropriate action.
64
63
Big River Industries Limited Annual Report 2021 Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as
a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional skepticism throughout the audit. We also:
•
•
•
•
•
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards
applied.
64
65
Annual Report 2021 Big River Industries Limited From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 9 to 15 of the Directors’ Report for the year ended
30 June 2021.
In our opinion, the Remuneration Report of Big River Industries Limited, for the year ended 30 June 2021, complies
with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
DDaavviidd HHaayynneess
Partner
Chartered Accountants
Sydney, 24 August 2021
66
65
Big River Industries Limited Annual Report 2021 Shareholder Information
Big River Industries Limited
Shareholder information
30 June 2021
30 June 2021
The shareholder information set out below was applicable as at 12 August 2021.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Ordinary shares
% of total
Number
of holders
shares
issued
126
98
34
58
32
348
-
0.06
0.31
0.31
2.91
96.41
100.00
-
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
NATIONAL NOMINEES LIMITED
ANACACIA PARTNERSHIP II LP
PANTHEON GLOBAL CO-INVESTMENT OPPORTUNITIES FUND I I LP
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
PANTHEON INTERNATIONAL PLC
BNP PARIBAS NOMINEES PTY LTD (AGENCY LENDING DRP A/C)
PANTHEON GLOBAL CO-INVESTMENT OPPORTUNITIES FUND III LP
CITICORP NOMINEES PTY LIMITED
GRANJE PTY LTD (PARSONSON FAMILY)
CS THIRD NOMINEES PTY LIMITED (HSBC CUST NOM AU LTD 13 A/C)
SAID BUILDING PRODUCTS GROUP PTY LTD
ANACACIA PTY LIMITED (WATTLE FUND)
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
DENIS WILLIAM JAGGAR & CHRISTINE PAULA JAGGAR (NIKAU POINT)
PAUL HARVEY WEBBER & SUSAN MARGARET WEBBER (CADENZA)
IAIN OWUSU ANASH AGYEMAN (AGYEMAN FAMILY)
PANTHEON MULTI STRATEGY CO-INVESTMENT PROGRAM 2014
ANACACIA PTY LTD
PANTHEON ASIA FUND VI LP
MEGAN ANNE BINDON (THE BINDON FAMILY A/C)
Unquoted equity securities
Performance rights
Ordinary shares
% of total
shares
issued
Number held
26,412,854
13,550,001
6,037,278
4,211,091
3,327,277
3,202,935
3,026,167
2,714,066
2,222,222
1,968,586
1,604,785
1,558,295
1,297,771
901,632
901,632
740,741
730,195
555,556
429,083
319,048
32.76
16.81
7.49
5.22
4.13
3.97
3.75
3.37
2.76
2.44
1.99
1.93
1.61
1.12
1.12
0.92
0.91
0.69
0.53
0.40
75,711,215
93.92
Number
on issue
Number
of holders
1,560,607
5
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Annual Report 2021 Big River Industries Limited
Shareholder Information
Big River Industries Limited
Shareholder information
30 June 2021
30 June 2021
Substantial holders
Substantial holders in the Company are set out below:
ANACACIA PARTNERSHIP II LP
NAOS ASSET MANAGEMENT LIMITED
KINETIC INVESTMENT PARTNERS LIMITED
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
% of total
shares
issued
Number held
27,100,001
24,797,573
4,035,448
33.61
30.76
5.01
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
On-market buy-backs
There is no current on-market buy-back in relation to the Company's securities.
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Big River Industries Limited Annual Report 2021
Corporate Directory
Big River Industries Limited
Corporate directory
30 June 2021
Directors
James Bernard Bindon
Malcolm Geoffrey Jackman
Martin Kaplan
Vicky Papachristos
Brendan York
Company secretary
Stephen Thomas Parks
Registered office
Share register
Auditor
Solicitors
Trenayr Road
Junction Hill NSW 2460
Tel: 02 6644 0900
Link Market Services Limited
Level 12
680 George Street
Sydney NSW 2000
Tel: 1300 554 474
Deloitte Touche Tohmatsu
Grosvenor Place
225 George Street
Sydney NSW 2000
Thomson Geer
Level 14
60 Martin Place
Sydney NSW 2000
Stock exchange listing
Big River Industries Limited shares are listed on the Australian Securities Exchange
(ASX code: BRI)
Website
bigrivergroup.com.au
Corporate Governance Statement
The directors and management are committed to conducting the business of Big
River Industries Limited in an ethical manner and in accordance with the highest
standards of corporate governance. Big River Industries Limited has adopted and has
substantially complied with the ASX Corporate Governance Principles and
Recommendations (Fourth Edition) ('Recommendations') to the extent appropriate to
the size and nature of its operations.
The Corporate Governance Statement, which sets out the corporate governance
practices that were in operation during the financial year and identifies and explains
any Recommendations that have not been followed, which is approved at the same
time as the Annual Report can be found at:
bigriverindustries.com.au/Investors/?page=Corporate-Governance
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Annual Report 2021 Big River Industries Limited
Branch Network
QLD:
Townsville
Sunshine Coast
Brisbane (Meadowbrook)
Brisbane (Hillcrest)
Gold Coast
NSW:
Sydney
Kiama
Grafton (Factory)
Head Office
ACT:
Canberra (Hume)
Canberra (Beard)
VIC:
Melbourne
Big Hammer
Cnr Anne and Rendle Streets, Aitkenvale QLD 4814
Phone: (07) 4725 5260 Fax: (07) 4775 4023
Postal: PO Box 7296 Garbutt QLD 4814
10 Main Drive, Warana QLD 4575
Phone: (07) 5439 1000 Fax: (07) 5493 8018
Postal: PO Box 260 Buddina QLD 4575
45 Ellerslie Road, Meadowbrook QLD 4131
Phone: (07) 3451 8300 Fax: (07) 3200 8339
Postal: PO Box 1858 Springwood QLD 4127
Sabdia
22-24 Johnson Road, Hillcrest QLD 4118
Phone: (07) 3800 2255 Fax: (07) 3800 6936
Postal: 22-24 Johnson Road, Hillcrest QLD 4118
Midcoast Timbers
11 Central Drive, Burleigh Heads QLD 4220
Phone: (07) 5522 0624 Fax: (07) 5522 0614
Postal: PO Box 3189 Burleigh Town QLD 4220
89 Kurrajong Avenue, Mt Druitt NSW 2770
Phone: (02) 8822 5555 Fax: (02) 8822 5500
Postal: PO Box 1049 St Marys NSW 2760
113 Shoalhaven Street, Kiama NSW 2533
Phone: (02) 4232 6600 Fax: (02) 4232 6605
Postal: PO Box 430 Kiama NSW 2533
61 Trenayr Road, Junction Hill NSW 2460
Phone: (02) 6644 0900 Fax: (02) 6643 3328
Postal: PO Box 281 Grafton 2460
61 Trenayr Road, Junction Hill NSW 2460
Phone: (02) 6644 0900 Fax: (02) 6643 3328
Postal: PO Box 281 Grafton 2460
Ern Smith Building Supplies
13 Sheppard Street, Hume ACT 2620
Phone: (02) 6260 1366 Fax: (02) 6260 1399
Postal: PO BOX 305 Jerrabomberra NSW 2619
Timberwood Panels
1 Copper Crescent, Beard ACT 2620
Phone: (02) 6293 8555 Fax: (02) 6103 9166
Postal: PO BOX 305 Jerrabomberra NSW 2619
24-32 Discovery Road, Dandenong South VIC 3175
Phone: (03) 9586 6900 Fax: (03) 9587 4501
Postal: PO Box 4388 Dandenong South VIC 3164
Melbourne (Dandenong South) Timberwood Panels
Melbourne (Campbellfield)
Geelong (Breakwater)
70
185 Hammond Road, Dandenong South VIC 3175
Phone: (03) 8780 4666 Fax: (03) 9798 7502
Timberwood Panels
76-106 National Blvd, Campbellfield VIC 3175
Phone: (03) 8301 1300 Fax: (03) 8301 1333
MB Prefab
15-17 Leather Street, Breakwater VIC 3219
Phone: (03) 9586 6900 Fax: (03) 9587 4501
Postal: PO Box 4388 Dandenong South VIC 3164
Big River Industries Limited Annual Report 2021
Adelaide Timber & Building Supplies
10 Kingstag Crescent, Edinburgh North SA 5113
Phone: (08) 8255 5577 Fax: (08) 8252 2552
Postal: PO Box 18 Edinburgh North SA 5113
Pine Design
142 Cavan Road, Dry Creek SA 5094
Phone: (08) 8203 2933 Fax: (08) 8447 7403
Postal: 142 Cavan Road, Dry Creek SA 5094
255 Treasure Road, Welshpool WA 6106
Phone: (08) 9256 7400 Fax: (08) 9256 7477
Postal: PO Box 183 Welshpool DC WA 6986
Midland Timber
30 Clayton Street, Bellevue WA 6056
Phone: (08) 9274 8077 Fax: (08) 9274 8177
Postal: 30 Clayton Street, Bellevue WA 6056
Plytech
26 Business Parade North, Highbrook Auckland
Phone: +64 9 573 5016 Fax: +64 9 573 5035
Postal: PO Box 204-070 Highbrook Auckland
Decortech
117 Hugo Johnston Drive, Penrose Auckland
Phone: +64 9 579 5726 Fax: +64 9 579 0462
Postal: PO Box 17-091 Greenlane Auckland
Branch Network
SA:
Adelaide (Edinburgh North)
Adelaide (Dry Creek)
WA:
Perth (Welshpool)
Perth (Bellevue)
New Zealand:
Auckland
Our suppliers
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Annual Report 2021 Big River Industries Limited
Building Australia for over 100 years
www.bigrivergroup.com.au