Big River Industries Limited
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
Big River Industries Limited
ABN:
72 609 901 377
Reporting period:
For the year ended 30 June 2024
Previous period:
For the year ended 30 June 2023
2. Results for announcement to the market
$'000
Revenues from ordinary activities
down
7.7% to
414,676
Profit from ordinary activities after tax attributable to the owners of Big River
Industries Limited
down
63.8% to
8,034
Profit for the year attributable to the owners of Big River Industries Limited
down
63.8% to
8,034
2024
2023
Cents
Cents
Basic earnings per share
9.59
26.76
Diluted earnings per share
9.47
26.34
Dividends
Amount per
security
Franked
amount per
security
Cents
Cents
Final dividend paid on 6 October 2023
8.50
8.50
Interim dividend paid on 27 March 2024
5.50
5.50
On 21 August 2024, the director's determined a fully franked dividend of 2.0 cents per fully paid ordinary share to be paid on 4 October
2024.
Comments
The profit for the Group after providing for income tax amounted to $8,034,000 (30 June 2023: $22,176,000).
Refer to the Annual Report attached to this Appendix 4E for detailed explanation and commentary on the results.
3. Net tangible assets
Reporting
period
Previous
period
Cents
Cents
Net tangible assets per ordinary security
61.48
72.19
Big River Industries Limited
Appendix 4E
Preliminary final report
Calculated as follows:
Group
2024
2023
$'000
$'000
Net assets
119,248
120,711
Intangibles
(66,764)
(60,767)
Net tangible assets
52,484
59,944
Number of ordinary shares (No.)
85,362,772
83,037,906
4. Dividend reinvestment plans
The following dividend or distribution plans are in operation:
The dividend reinvestment plan dated 10 December 2019 is in operation, which can be downloaded at
http://bigriverindustries.com.au/investors/?pages=Corporate-Governance
The last date(s) for receipt of election notices for the dividend or distribution plans:
3 September 2024
5. Audit qualification
Details of audit qualification (if any):
The financial statements have been audited and an unmodified opinion has been issued.
6. Attachments
Details of attachments (if any):
The Annual Report of Big River Industries Limited for the year ended 30 June 2024 is attached.
7. Authorised for release
Authorised for release to the ASX by order of the Board.
Big River Industries Limited
ABN 72 609 901 377
Annual Report - 30 June 2024
Big River Industries Limited
Contents
30 June 2024
1
Directors' report
2
Auditor's independence declaration
19
Consolidated statement of profit or loss and other comprehensive income
20
Consolidated statement of financial position
21
Consolidated statement of changes in equity
23
Consolidated statement of cash flows
24
Notes to the consolidated financial statements
25
Note 1. General information
25
Note 2. Material accounting policy information
25
Note 3. Critical accounting judgements, estimates and assumptions
34
Note 4. Operating segments
35
Note 5. Revenue
37
Note 6. Other income
37
Note 7. Expenses
37
Note 8. Income tax
39
Note 9. Cash and cash equivalents
41
Note 10. Trade and other receivables
41
Note 11. Inventories
42
Note 12. Financial assets
42
Note 13. Derivative financial instruments
43
Note 14. Other assets
43
Note 15. Property, plant and equipment
43
Note 16. Right-of-use assets
44
Note 17. Intangibles
46
Note 18. Trade and other payables
47
Note 19. Borrowings
48
Note 20. Lease liabilities
49
Note 21. Provisions
50
Note 22. Contingent consideration
51
Note 23. Other liabilities
51
Note 24. Issued capital
52
Note 25. Reserves
53
Note 26. Retained profits
53
Note 27. Dividends
53
Note 28. Financial instruments
54
Note 29. Fair value measurement
57
Note 30. Key management personnel disclosures
58
Note 31. Remuneration of auditors
58
Note 32. Contingent liabilities
58
Note 33. Related party transactions
58
Note 34. Parent entity information
59
Note 35. Business combinations
60
Note 36. Interests in subsidiaries
61
Note 37. Deed of cross guarantee
62
Note 38. Cash flow information
64
Note 39. Earnings per share
65
Note 40. Share-based payments
65
Note 41. Events after the reporting period
66
Consolidated entity disclosure statement
67
Directors' declaration
68
Independent auditor's report to the members of Big River Industries Limited
69
Shareholder information
74
Corporate directory
76
Big River Industries Limited
Directors' report
30 June 2024
2
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 2024.
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:
John Lorente
Managing Director and Chief Executive Officer
Martin Monro
Chair (appointed Chair 24 October 2023)
Martin Kaplan
Vicky Papachristos
Brendan York
Brad Soller
Malcolm Geoffrey Jackman
Former Chair (resigned 24 October 2023)
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, including commercial and formwork product.
Dividends
Dividends paid
Dividends paid during the financial year were as follows:
Group
2024
2023
$'000
$'000
Final dividend of 8.5 cents per fully paid ordinary share paid on 6 October 2023 (2023: 10.0 cents paid
on 6 October 2022)
7,099
8,291
Interim dividend of 5.5 cents per fully paid ordinary share paid on 27 March 2024 (2023: 8.6 cents
paid on 29 March 2023)
4,595
7,139
11,694
15,430
Dividend declared
On 21 August 2024, the directors determined a fully franked dividend of 2.0 cents per fully paid ordinary share to be paid on 4 October
2024.
Review of operations
Revenue for the year ended 30 June 2024 was $414.7 million, down 7.7% from $449.5 million in the previous financial year due to a
decline in residential market. This initially impacted our frame and truss operations before spreading to the rest of the residential build
cycle by Q4.
A revenue decline along with a reduction of 142 bps in gross margin, offset by the contribution from acquisitions saw EBITDA* reducing
from $50.9 million in previous financial year to $32.6 million in the current financial year, a decrease of 36.0%.
During FY2024, the Group completed the acquisition of Specialised Laminators QLD (SLQ) with associated acquisition costs of $0.8 million.
This business contributed revenue of $4.1 million for the year ended 30 June 2024.
The Group rebrand was launched in Q3 and has started to be rolled out across the sites. This has been very well received by the staff,
customers and suppliers, unifying the business and leveraging our scale. This will be delivered in a staged process over the next two years
to manage costs.
Net profit after tax ('NPAT') was $8.1 million, down 63.8% on the previous financial year of $22.1 million.
Big River Industries Limited
Directors' report
30 June 2024
3
The directors consider EBITDA* to reflect the core earnings of the Group. EBITDA* is a financial measure which is not prescribed by
Australian Accounting Standards ('AAS') and represents the profit under AAS adjusted for non-cash and significant items.
The Group’s reconciliation of its statutory net profit after tax (‘NPAT’) for the current and previous year to EBITDA is as follows:
Group
Summary results
2024
2023
$'m
$'m
Revenue
414.7
449.5
EBITDA*
32.6
50.9
Depreciation
(13.0)
(11.4)
Amortisation
(2.3)
(2.4)
Earnings before interest and tax ('EBIT')
17.3
37.1
Finance costs
(5.4)
(4.8)
Net profit before tax ('NPBT') and before significant items
11.9
32.3
Taxation
(3.5)
(9.7)
Net profit after tax ('NPAT') and before significant items
8.4
22.6
Significant Items, net of tax
(0.3)
(0.5)
Statutory NPAT
8.1
22.1
Significant items, net of tax:
Acquisition costs
(0.8)
(0.6)
Rebranding costs
(0.6)
-
Fair value gain
0.8
-
Tax benefit
0.3
0.1
Total significant items
(0.3)
(0.5)
*
EBITDA is net profit before interest, taxes, depreciation, amortisation, and significant items which are acquisition costs, rebranding costs and fair value gain.
Segment Revenue
Segment EBITDA
Segment performance
2024
2023
2024
2023
$'m
$'m
$'m
$'m
Panels
123.6
128.5
15.5
19.2
Construction
291.1
321.0
24.2
39.3
Corporate
-
-
(7.1)
(7.6)
414.7
449.5
32.6
50.9
The Construction division was heavily impacted by the decline in the residential segment predominantly impacting our frame and truss
operations. Despite this, we delivered strong growth in some product groups.
The Panels division while performing better due to being later in the construction cycle and delivering bespoke products, was also
impacted by the market predominantly in our key VIC and NSW markets, and from continued weakness in the NZ market.
Big River Industries Limited
Directors' report
30 June 2024
4
Group
Net debt
2024
2023
$'m
$'m
Cash and cash equivalents
20.5
34.3
Bank bills
(46.0)
(41.0)
Bank overdraft and trade/lease finance
(2.1)
(4.5)
Net debt
(27.6)
(11.2)
Contingent consideration*
(5.9)
(5.8)
Net debt adjusted for contingent consideration
(33.5)
(17.0)
*
Contingent consideration represents estimated fair value of future payments to vendors of previously completed acquisitions. These payments are contingent on the achievement of certain financial
targets of those acquired businesses. Refer note 22 'Contingent consideration' for further details.
The Group has a net debt position of $27.6 million as at 30 June 2024, an increase of $16.4 million compared to 30 June 2023. This was
due in the main to additional acquisition related borrowings, payment of contingent consideration and prior year income tax liability.
The Group remains in a strong balance sheet position with a gearing ratio (measured as Net Debt/Net Debt plus Equity) of 18.8%.
From an operating cash flow perspective, the Group achieved a 98% EBITDA to cash conversion, this was a very strong outcome driven
by efficient working capital management which resulted in a 2.3% reduction in like-for-like working capital.
Material business risks
The Group is subject to general risks as well as risks that are specific to the Group and the Group’s business activities. The following is a
list of risks which the directors believe are or potentially will be material to the Group’s business, however, this is not a complete list of
all risks which the Group is, or may be subject to.
General economic risks
Economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Group’s
procurement and production activities, as well as its ability to fund those activities.
Products and Raw Material Supply
Any adverse change in the Group’s ability to procure raw materials and products could adversely impact the operations and profitability
of the business. The Group maintains a diverse range of reputable suppliers both locally and internationally that they have developed
long term relationships with.
Work Health and Safety
The Group is focused on safety of its staff and customers. Occupational accidents and health hazards can result in employee injuries,
legal liabilities, increased insurance costs, and operational disruptions.
Key Personnel risks
The Group’s success depends on the continued active participation of its key personnel. If the Group were to lose any of its key personnel
or if it were unable to employ additional or replacement personnel, its operations and financial results could be adversely affected.
IT system failure and cyber security risks
Any information technology system is potentially vulnerable to interruption and/or damage from several sources, including but not
limited to computer viruses, cyber security attacks and other security breaches, power, systems, internet and data network failures, and
natural disasters. The Group is committed to preventing and reducing cyber security risks through ongoing management of the risks and
continuous review.
Big River Industries Limited
Directors' report
30 June 2024
5
Climate related
There may be climate related factors which impact the Group's operations in both the near and longer term. For example, these impacts
could be in areas such as availability and cost of materials used in the Group’s products or manufacturing processes, transport and/or
occurrence of extreme weather events. Any significant or sustained impacts could adversely affect the Group’s financial performance
and/or financial position. The Group has commenced developing a ESG reporting roadmap to navigate through changing reporting and
regulatory requirements. The Group will provide an update on ESG reporting in its 2025 Annual Report.
Significant changes in the state of affairs
On 18 March 2024, the Group executed a business purchase deed to acquire the business and assets of Specialised Laminators ('SLQ'), a
business located in Brisbane, QLD. Completion was effective from 1 May 2024 and the maximum purchase price of $14.3 million, which
includes inventory and plant and equipment, was settled through the payment of $6.5 million in cash, the issue of $3.0 million in ordinary
shares of Big River Industries Limited, with the balance payable upon achieving agreed EBITDA targets over a three year period. The
acquisition contributed $4.1 million to revenue and $0.1 million to net profit after tax of the Group for the year ended 30 June 2024.
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
Apart from the dividend declared as discussed above, no other matter or circumstance has arisen since 30 June 2024 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
Consumer confidence around residential building remains subdued given market uncertainty around interest rates with data indicating
building activity (approvals and housing starts) in our addressable residential markets may be down low single digits over the coming 12
months. This also extends to multi-residential which is expected to be flat with high-rise construction down but more opportunities in
smaller low-density construction.
Despite the short-term headwinds, the medium-term outlook is more positive given the increasing need for housing in the market, low
vacancy rates, expected reduction in interest rates, reduced inflation and Federal and State initiatives to increase housing. This should
deliver expected increased residential market growth in the latter half of CY2025.
The Commercial segment outlook for the business remains positive given solid commercial project pipelines that should extend well into
the coming year.
The Group’s market and regional diversity has the business well positioned to take advantage of growth markets particularly in
Queensland where the business has the largest footprint as well as Western Australia and South Australia.
The Group’s strategy continues to be focused on trade market segments both organically and by acquisition. Local service close to the
customer while leveraging national scale with market and supply chain diversification.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Big River Industries Limited
Directors' report
30 June 2024
6
Information on directors
Name:
John Lorente
Title:
Managing Director and Chief Executive Officer
Qualifications:
John holds a Bachelor of Science from the University of Sydney, a Masters of Business
Administration from Macquarie Graduate School of Management and is an Affiliate of the
Australian Institute of Company Directors (AICD).
Experience and expertise:
John Lorente joined Big River in February 2018 and was appointed Managing Director and CEO
on 1 March, 2023. Prior to joining Big River, John worked for GWA Group Ltd (a leading supplier
of building fixtures and fittings) for 12 years where he had various roles in state management
and national management within both the Heating and Cooling, and Kitchens and Bathroom
divisions which included roles in both Australia and the USA. Prior to his time at GWA Group
Ltd, John worked for several years in the coatings and construction markets, including roles with
Mirotone, Polycure and Corian.
Other current directorships:
Director of Natbuild (National Building Supplies) Group Pty Ltd since November 2022 (non-
listed)
Former directorships (last 3 years):
None
Special responsibilities:
None
Interests in shares:
231,946 ordinary shares (directly)
36,588 ordinary shares (indirectly)
Interests in rights:
296,106 performance rights (directly)
Name:
Martin Monro
Title:
Independent Non-Executive Chair (appointed Chair on 20 October 2023)
Qualifications:
Martin has a BA with a double major in Psychology from Flinders University and post-graduate
qualifications in Human Resources Management from Charles Sturt University. He is a graduate
of the London Business School Accelerated Development Programme, a Fellow of the Australian
Institute of Company Directors and a Fellow of the Australian Institute of Building.
Experience and expertise:
Martin was formerly the Chief Executive Officer and Managing Director of Watpac Limited from
August 2012 until his retirement in an executive capacity in June 2019. Martin remained on that
board as a Non-Executive Director until May 2024. Martin has more than 30 years’ experience
in the Australian and International construction sectors, with a proven track record in prudent
financial management, safety leadership and successful expansion into new markets. Since June
2020, Martin has been a Non-Executive Director of Fleetwood Limited and Chair of its Risk
Committee, and in September 2022 joined the board of Service Stream Limited as a Non-
Executive Director where he Chairs the Remuneration and Nomination Committee. Martin is
also a Specialist Workplace Relations Advisor to the Board of the Australian Constructors
Association where he was a Director from 2012 until 2019 and currently Chairs the advisory
board of private wine making company Pannell Enoteca.
Other current directorships:
Fleetwood Limited (ASX: FWD) and Service Stream Limited (ASX: SSM)
Former directorships (last 3 years):
None
Special responsibilities:
Chair of the Board
Member of the Audit and Risk Committee
Member of the Nomination and Remuneration Committee
Interests in shares:
36,242 ordinary shares (directly)
Interests in rights:
None
Big River Industries Limited
Directors' report
30 June 2024
7
Name:
Martin Kaplan
Title:
Non-Executive Director
Qualifications:
Martin holds a Bachelor of Commerce degree from the University of Cape Town and previously
qualified as a Chartered Accountant (South Africa & Canada).
Experience and expertise:
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.
Other current directorships:
Non-Executive Director of Direct Couriers Group Pty Ltd (non-listed)
Former directorships (last 3 years):
None
Special responsibilities:
Member of the Nomination and Remuneration Committee
Interests in shares:
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.
Interests in rights:
None
Name:
Vicky Papachristos
Title:
Independent Non-Executive Director
Qualifications:
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.
Experience and expertise:
Vicky is an experienced Non-Executive Director for over 15 years and has served on public,
private and not-for-profit Boards including Aussie Broadband, GMHBA, Eftpos, Mt Baw Baw
Alpine Resort, Coventry Group and Scale Investors. In her corporate career she has experience
in blue chip companies, as well as running her own marketing and customer strategy
management consultancy firm. Vicky has been involved across various strategic and business
development roles with organisations including Shell, Westpac, and Myer.
Other current directorships:
Non-Executive Director of Aussie Broadband Limited (ASX: ABB) and Non-Executive Director of
GMHBA Limited
Former directorships (last 3 years):
Non-Executive Director of Scale Investors Limited
Special responsibilities:
Chair of the Nomination and Remuneration Committee
Interests in shares:
37,437 ordinary shares (indirectly)
Interests in rights:
None
Name:
Brendan York
Title:
Non-Executive Director
Qualifications:
Brendan is a Chartered Accountant and has a Bachelor of Business Administration and a
Bachelor of Commerce from Macquarie University.
Experience and expertise:
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.
Other current directorships:
Non-Executive Director of BSA Limited (ASX: BSA), Non-Executive Director of Wingara AG
Limited (ASX: WNR), Non-Executive Director of BTC Health Limited (ASX: BTC), Non-Executive
Director of Saunders International Ltd (ASX: SND), Non-Executive Director of Maxiparts Limited
(ASX: MXI) and Non-Executive Director of Mitchcap Pty Ltd (non-listed).
Former directorships (last 3 years):
None
Special responsibilities:
Member of the Audit and Risk Committee
Interests in shares:
Brendan is a Fund manager of Naos Asset Management Limited, a substantial shareholder of
the Company. Brendan does not have a relevant interest in those shares for the purposes of the
Corporations Act 2001.
Interests in rights:
None
Big River Industries Limited
Directors' report
30 June 2024
8
Name:
Brad Soller
Title:
Non-Executive Director
Qualifications:
Brad is a Chartered Accountant and has a Master of Commerce, a Bachelor of Accounting and
a Bachelor of Commerce from the University of Witwatersrand.
Experience and expertise:
Brad is a very experienced senior financial executive and previously held the roles of Chief
Financial Officer at Metcash, David Jones and Lendlease Group.
Other current directorships:
Non-Executive Director and Chair of the Audit and Risk committee at Bapcor Limited (ASX: BAP)
and Non-Executive Director and Chair of the Audit and Risk Committee at Reliance Worldwide
Corporation Limited (ASX: RWC)
Former directorships (last 3 years):
None
Special responsibilities:
Chair of the Audit and Risk Committee
Interests in shares:
14,509 ordinary shares (directly)
Interests in rights:
None
Name:
Malcolm Geoffrey Jackman
Title:
Former Chair (resigned 24 October 2023)
Qualifications:
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.
Experience and expertise:
Malcolm has been an independent Non-Executive Director of the Company since February 2016
and became Chair 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.
Other current directorships:
Not applicable as no longer a director
Former directorships (last 3 years):
Not applicable as no longer a director
Special responsibilities:
Not applicable as no longer a director
Interests in shares:
Not applicable as no longer a director
Interests in rights:
Not applicable as no longer a director
'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 'interests in rights' are as at the date of this report.
Company Secretary
John O'Connor
John O'Connor was appointed to the position of Company Secretary on 22 August 2022. John has a BComm, is a Chartered Management
Accountant and a Graduate of the Australian Institute of Company Directors. He has over 30 years' experience in senior finance roles.
Big River Industries Limited
Directors' report
30 June 2024
9
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 2024, 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 Lorente
10
10
-
-
-
-
M Monro
10
10
4
4
4
4
M Kaplan
10
10
4
4
-
-
V Papachristos
10
10
4
4
-
-
B York
9
10
-
-
4
4
B Soller
10
10
-
-
4
4
M Jackman
2
3
-
-
-
-
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
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 people who have 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 during FY2024 are detailed in the table below:
Name
Position
Term as KMP
Non-Executive Directors:
M Monro
Director and Chair of the Board
Full year
M Kaplan
Director
Full year
V Papachristos
Director
Full year
B York
DIrector
Full year
D Soller
Director
Full year
M Jackman
Former Director and Chair of the Board
To 24 October 2023
Executive KMP:
J Lorente
Managing Director and Chief Executive Officer
Full year
J O'Connor
Chief Financial Officer
Full year
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.
Big River Industries Limited
Directors' report
30 June 2024
10
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.
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 caliber 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 Chair's fees are determined independently to the fees of other non-executive directors
based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his own
remuneration. Non-executive directors do not receive share options, rights 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 $750,000 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.
Big River Industries Limited
Directors' report
30 June 2024
11
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 executives' 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 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 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 made to executives are at the discretion of the Board and are based on the achievement of financial hurdles, principally
relating to EBITDA performance, and key performance indicators ('KPI's') both financial and non-financial 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.
The long-term incentive program ('LTI') is designed to create an alignment between shareholders and the remuneration of key executives
and senior managers 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
shareholder 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. The remaining portion of the STI is based on performance against objectives.
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. 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 2024, the Group did not engage remuneration consultants.
Voting and comments made at the Company's 2023 Annual General Meeting ('AGM')
At the 24 October 2023 AGM, 99.86% of the votes received supported the adoption of the remuneration report for the year ended 30
June 2023. 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.
Big River Industries Limited
Directors' report
30 June 2024
12
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Cash
Non-
Super-
Leave
Perform-
ance
and fees
bonus***
monetary
annuation
benefits
rights
Total
2024
$
$
$
$
$
$
$
Non-Executive Directors:
-
-
-
-
-
-
-
M Monro
109,837
-
-
12,082
-
-
121,919
M Kaplan*
75,000
-
-
-
-
-
75,000
V Papachristos
82,644
-
-
9,091
-
-
91,735
B York
69,087
-
-
7,600
-
-
76,687
B Soller
82,644
-
-
9,091
-
-
91,735
M Jackman**
39,441
-
-
4,338
-
-
43,779
Executive Directors:
J Lorente
488,693
28,603
-
27,500
(2,258)
22,336
564,874
Other Key Management
Personnel:
J O'Connor
375,676
18,284
-
27,500
14,599
9,972
446,031
1,323,022
46,887
-
97,202
12,341
32,308
1,511,760
*
M Kaplan is entitled to fees as a director which are paid directly to Anacacia Capital Pty Ltd, a substantial shareholder.
**
Remuneration is from 1 July 2023 to date of resignation as director, being 24 October 2023.
***
The Nomination and Remuneration Committee considered the performance of the Group during the year and the senior executives achievement of financial and non-financial objectives. While the
senior executives did not achieve the profit hurdle incentive target and therefore did not receive any financial STI, the executives did achieve various non-financial KPI's and as such were awarded 12%
of their maximum STI for the year.
'Long-term benefits' represent movements in accrued long service and annual leave.
Total remuneration paid to non-executive directors for the year ending 30 June 2024 amounted to $500,855 (30 June 2023: $431,958)
which is 66.8% (30 June 2023: 86.4%) of the non-executive directors' aggregate. The maximum aggregate remuneration payable to all
non-executive directors was increased to $750,000, as approved at the 2023 AGM.
Big River Industries Limited
Directors' report
30 June 2024
13
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-based
payments
Cash salary
Cash
Non-
Super-
Leave
Perform-
ance
and fees
bonus
monetary
annuation
benefits
rights
Total
2023
$
$
$
$
$
$
$
Non-Executive Directors:
M Jackman
109,091
-
-
11,455
-
-
120,546
M Monro
63,637
-
-
6,682
-
-
70,319
M Kaplan*
-
-
-
-
-
-
-
V Papachristos
77,273
-
-
8,114
-
-
85,387
B York
63,637
-
-
6,682
-
-
70,319
B Soller
77,273
-
-
8,114
-
-
85,387
Executive Directors:
J Lorente**
147,202
28,038
-
8,567
12,831
42,012
238,650
J Bindon***
330,462
95,000
-
19,510
(10,523)
150,974
585,423
Other Key Management
Personnel:
J O'Connor****
298,365
48,159
-
23,269
644
51,451
421,888
1,166,940
171,197
-
92,393
2,952
244,437
1,677,919
*
M Kaplan waived his director's fees (including any committee fee to which he is entitled) during the financial year ended 30 June 2023.
**
Remuneration is from date of appointment as CEO on 1 March 2023 to 30 June 2023.
***
Remuneration is from 1 July 2022 to date of resignation as director or key management personnel, being 1 March 2023.
**** Remuneration is from date of appointment as key management personnel on 22 August 2022 to 30 June 2023.
'Long-term benefits' represent payment of accrued leave entitlements on termination, and movements in accrued long service leave and
annual leave entitlements.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Fixed remuneration
At risk - STI
At risk - LTI
Name
2024
2023
2024
2023
2024
2023
Executive Directors:
J Lorente
91%
71%
5%
12%
4%
17%
J Bindon
-
58%
-
16%
-
26%
Other Key Management Personnel:
J O'Connor
94%
77%
4%
11%
2%
12%
Big River Industries Limited
Directors' report
30 June 2024
14
The proportion of the cash bonus paid/payable or forfeited is as follows:
Maximum STI
Actual STI
Cash bonus paid/payable
Cash bonus forfeited
Name
$
$
2024
2023
2024
2023
Executive Directors:
J Lorente
234,022
28,038
12%
40%
88%
60%
J Bindon
-
-
-
42%
-
58%
Other Key Management Personnel:
J O'Connor
146,273
18,284
12%
40%
88%
60%
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:
John Lorente
Title:
Managing Director and Chief Executive Officer
Agreement commenced:
1 March 2023
Term of agreement:
No fixed term
Details:
Total fixed employment cost ('TFEC') of $520,048 per annum including statutory
superannuation contributions. Either John or the Company may terminate the employment
contract by giving six 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.
Name:
John O'Connor
Title:
Chief Financial Officer and Company Secretary
Agreement commenced:
22 August 2022
Term of agreement:
No fixed term
Details:
Total fixed employment cost ('TFEC') of $406,313 per annum including statutory
superannuation contributions. John may terminate his employment contract by giving three
months' written notice to the Company and the Company may terminate the employment
contract by giving three months' written notice to John. A Short-Term Incentive ('STI') is payable
up to 36% 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
Details of shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2024
are set out below:
Name
Date
Shares
Issue price
$
J Lorente
30 August 2023
97,511
$2.3900
233,051
Big River Industries Limited
Directors' report
30 June 2024
15
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:
Number of
Fair value
rights
Measurement
per right
Name
granted Grant date
period*
Expiry date**
at grant date
J Lorente
66,173 17 December 2021
30 June 2024
17 December 2026
$1.968
74,363 14 October 2022
30 June 2025
14 October 2027
$1.614
155,570 15 November 2023
30 June 2026
15 November 2028
$1.723
J O'Connor
76,098 24 February 2023
30 June 2025
14 October 2027
$2.028
69,455 15 November 2023
30 June 2026
15 November 2028
$1.723
*
Measurement period represents the financial year ended date for the measurement of vesting conditions for performance rights. Performance rights vest following confirmation of the achievement of
vesting conditions in August following the end of the measurement period.
**
The expiry date represents the last possible date that vested performance rights can be converted to shares in the Company if not exercised prior.
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 2024 are set out below:
Number of
Number of
Number of
Number of
rights
rights
rights
rights
granted
granted
vested
vested
during the
during the
during the
during the
year
year
year
year
Name
2024
2023
2024*
2023
J Lorente**
155,570
-
97,511
-
J O'Connor
69,455
76,098
-
-
*
Rights granted in December 2020 vested during the current year as performance condition (EPS Growth) attached to those rights was achieved.
**
Rights granted/vested are from date of appointment as CEO on 1 March 2023.
Values of performance rights over ordinary shares granted, vested and lapsed for directors and other key management personnel as part
of compensation during the year ended 30 June 2024 are set out below:
Value of
Value of
Value of
rights
rights
rights
granted
vested
lapsed
during the
during the
during the
year
year
year
Name
$
$
$
J Lorente
268,032
127,928
-
J O'Connor
119,664
-
-
Big River Industries Limited
Directors' report
30 June 2024
16
Additional information
The earnings of the Group for the five years to 30 June 2024 are summarised below:
2024
2023
2022
2021
2020
$'000
$'000
$'000
$'000
$'000
Sales revenue
414,676
449,451
409,263
281,382
248,924
EBITDA
32,578
50,958
47,131
21,943
17,289
Profit after income tax (pre-significant items)
8,401
22,602
21,609
7,244
4,660
Profit after income tax (statutory)
8,034
22,176
21,267
1,817
4,444
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
2024
2023
2022
2021
2020
Earnings per share pre-significant items (cents per
share)
10.03
27.27
26.44
10.29
7.49
Earnings per share (statutory) (cents per share)
9.59
26.76
26.03
2.58
7.14
The Board considers the achievement of EPS growth as aligned with and a key factor to the creation of shareholder value and this
reinforces the remuneration principles set out in this Remuneration report.
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
Exercise of
Balance at
the start of
performance
Disposals/
the end of
the year
rights
Additions
other
the year
Ordinary shares
J Lorente
171,023
97,511
-
-
268,534
M Jackman*
135,339
-
5,067
(140,406)
-
M Monro
27,104
-
9,138
-
36,242
M Kaplan
-
-
-
-
-
V Papachristos
34,968
-
2,469
-
37,437
B York
-
-
-
-
-
B Soller
13,552
-
957
-
14,509
J O'Connor
20,000
-
-
-
20,000
401,986
97,511
17,631
(140,406)
376,722
*
Disposals/other represents the key management personnel is no longer a director or key management personnel during the year, not necessarily a disposal of holding.
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:
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
the year
Granted
Exercised
other
the year
Performance rights over ordinary shares
J Lorente
238,047
155,570
(97,511)
-
296,106
J O'Connor
76,098
69,455
-
-
145,553
314,145
225,025
(97,511)
-
441,659
This concludes the remuneration report, which has been audited.
Big River Industries Limited
Directors' report
30 June 2024
17
Shares under performance rights
Unissued ordinary shares of Big River Industries Limited under performance rights at the date of this report are as follows:
Number
Grant date
Expiry date
of rights
17 December 2021
17 December 2026
336,081
14 October 2022
14 October 2027
187,787
24 February 2023
14 October 2027
76,098
15 November 2023
15 November 2028
457,454
1,057,420
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 performance rights
The following ordinary shares of Big River Industries Limited were issued during the year ended 30 June 2024 and up to the date of this
report on the exercise of performance rights granted:
Issue
Number of
Date performance rights granted
price
shares issued
1 December 2020
$2.3900
483,623
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 31 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.
Big River Industries Limited
Directors' report
30 June 2024
18
The directors are of the opinion that the services as disclosed in note 31 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.
Officers of the Company who are former partners of BDO Audit Pty Ltd
There are no officers of the Company who are former partners of BDO Audit Pty Ltd.
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.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument
to the nearest thousand dollars, or in certain cases, the nearest dollar.
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
___________________________
___________________________
Martin Monro
John Lorente
Chair
Managing Director and Chief Executive Officer
21 August 2024
Sydney
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
DECLARATION OF INDEPENDENCE BY RYAN POLLETT TO THE DIRECTORS OF BIG RIVER INDUSTRIES
LIMITED
As lead auditor of Big River Industries Limited for the year ended 30 June 2024, I declare that, to the
best of my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Big River Industries Limited and the entities it controlled during the
period.
Ryan Pollett
Director
BDO Audit Pty Ltd
Sydney, 21 August 2024
19
Big River Industries Limited
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2024
Group
Note
2024
2023
$'000
$'000
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
20
Revenue
5
414,676
449,451
Other income
6
434
95
Fair value gain on re-assessment of liability
22
768
-
Expenses
Raw materials and consumables used
7
(307,175)
(326,157)
Selling and distribution expense
(7,616)
(7,318)
Employee benefits expense
7
(48,329)
(45,353)
Occupancy expense
(5,285)
(4,415)
General and administration expense
(13,306)
(13,777)
Acquisition costs
7
(808)
(561)
Rebranding costs
7
(595)
-
Depreciation and amortisation expense
7
(15,314)
(13,849)
Impairment of receivables
10
(821)
(1,568)
Finance costs, net
7
(5,384)
(4,793)
Profit before income tax expense
11,245
31,755
Income tax expense
8
(3,211)
(9,579)
Profit after income tax expense for the year attributable to the owners of Big River
Industries Limited
26
8,034
22,176
Other comprehensive (loss)/income
Items that may be reclassified subsequently to profit or loss
Net change in the fair value of cash flow hedges taken to equity, net of tax
(185)
236
Foreign currency translation
(59)
436
Other comprehensive (loss)/income for the year, net of tax
(244)
672
Total comprehensive income for the year attributable to the owners of Big River Industries
Limited
7,790
22,848
Cents
Cents
Basic earnings per share
39
9.59
26.76
Diluted earnings per share
39
9.47
26.34
Big River Industries Limited
Consolidated statement of financial position
As at 30 June 2024
Group
Note
2024
2023
$'000
$'000
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
21
Assets
Current assets
Cash and cash equivalents
9
20,477
34,291
Trade and other receivables
10
56,047
59,918
Inventories
11
72,522
69,539
Financial assets
12
286
226
Derivative financial instruments
13
-
61
Income tax refund due
8
434
-
Other assets
14
1,143
962
Total current assets
150,909
164,997
Non-current assets
Derivative financial instruments
13
162
174
Property, plant and equipment
15
25,208
23,851
Right-of-use assets
16
29,180
25,510
Intangibles
17
66,764
60,767
Deferred tax
8
407
298
Total non-current assets
121,721
110,600
Total assets
272,630
275,597
Liabilities
Current liabilities
Trade and other payables
18
56,105
59,666
Borrowings
19
-
2,618
Lease liabilities
20
9,846
8,576
Derivative financial instruments
13
112
-
Income tax
8
99
5,398
Provisions
21
8,299
7,369
Contingent consideration
22
3,707
3,602
Other liabilities
23
2,169
2,324
Total current liabilities
80,337
89,553
Non-current liabilities
Borrowings
19
46,000
41,000
Lease liabilities
20
22,885
20,228
Deferred tax
8
475
794
Provisions
21
1,477
1,111
Contingent consideration
22
2,208
2,200
Total non-current liabilities
73,045
65,333
Total liabilities
153,382
154,886
Net assets
119,248
120,711
Big River Industries Limited
Consolidated statement of financial position
As at 30 June 2024
Group
Note
2024
2023
$'000
$'000
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
22
Equity
Issued capital
24
102,784
98,517
Reserves
25
(2,046)
24
Retained profits
26
18,510
22,170
Total equity
119,248
120,711
Big River Industries Limited
Consolidated statement of changes in equity
For the year ended 30 June 2024
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
23
Issued
Foreign
currency
translation
Hedging
reserve - cash
flow
Share-based
payments
Retained
Total equity
capital
reserve
hedges
reserve
profits
Group
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
96,665
(1,183)
-
1,514
15,424
112,420
Profit after income tax expense for
the year
-
-
-
-
22,176
22,176
Other comprehensive income for
the year, net of tax
-
436
236
-
-
672
Total comprehensive income for
the year
-
436
236
-
22,176
22,848
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
transaction costs (note 24)
287
-
-
-
-
287
Share-based payments (note 40)
-
-
-
586
-
586
Vesting of performance rights
1,565
-
-
(1,565)
-
-
Dividends paid (note 27)
-
-
-
-
(15,430)
(15,430)
Balance at 30 June 2023
98,517
(747)
236
535
22,170
120,711
Issued
Foreign
currency
translation
Hedging
reserve - cash
flow
Share-based
payments
Retained
Total equity
capital
reserve
hedges
reserve
profits
Group
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2023
98,517
(747)
236
535
22,170
120,711
Profit after income tax expense for
the year
-
-
-
-
8,034
8,034
Other comprehensive loss for the
year, net of tax
-
(59)
(185)
-
-
(244)
Total comprehensive (loss)/income
for the year
-
(59)
(185)
-
8,034
7,790
Transactions with owners in their
capacity as owners:
Contributions of equity, net of
transaction costs (note 24)
3,111
-
-
-
-
3,111
Share-based payments (note 40)
-
-
-
(670)
-
(670)
Vesting of performance rights
1,156
-
-
(1,156)
-
-
Dividends paid (note 27)
-
-
-
-
(11,694)
(11,694)
Balance at 30 June 2024
102,784
(806)
51
(1,291)
18,510
119,248
Big River Industries Limited
Consolidated statement of cash flows
For the year ended 30 June 2024
Group
Note
2024
2023
$'000
$'000
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
24
Cash flows from operating activities
Receipts from customers (inclusive of GST)
460,623
497,811
Payments to suppliers and employees (inclusive of GST)
(428,643)
(441,162)
31,980
56,649
Interest received
372
-
Government grant
-
1,000
Interest and other finance costs paid
(3,652)
(3,105)
Income taxes paid
(10,054)
(9,299)
Net cash from operating activities
38
18,646
45,245
Cash flows from investing activities
Payment for acquisition of businesses
35
(5,733)
(5,594)
Payments for investments
12
(60)
(113)
Payments for property, plant and equipment, net of lease finance
15
(2,860)
(4,342)
Payments of deferred consideration
22
(3,460)
(3,641)
Proceeds from disposal of held for sale asset
-
2,701
Proceeds from disposal of property, plant and equipment
278
206
Net cash used in investing activities
(11,835)
(10,783)
Cash flows from financing activities
Proceeds from borrowings
5,000
5,000
Net lease repayments
(11,413)
(9,914)
Dividends paid, net of reinvestment plan
27
(11,583)
(15,143)
Net cash used in financing activities
(17,996)
(20,057)
Net (decrease)/increase in cash and cash equivalents
(11,185)
14,405
Cash and cash equivalents at the beginning of the financial year
31,673
17,258
Effects of exchange rate changes on cash and cash equivalents
(11)
10
Cash and cash equivalents at the end of the financial year
9
20,477
31,673
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
25
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 21 August 2024. The directors have
the power to amend and reissue the financial statements.
Note 2. Material accounting policy information
The accounting policies that are material to the Group are set out below. The accounting policies adopted are consistent with those of
the previous financial year, 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.
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.
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 34.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Big River Industries Limited as at 30 June
2024 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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
26
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 Company's 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.
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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
27
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.
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.
Tax consolidation
Big River Industries Limited (the 'head entity') and its wholly-owned Australian resident subsidiaries have formed an income tax
consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to
account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group'
approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.
In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the
deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
28
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from
or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals
the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the
subsidiaries nor a distribution by the subsidiaries to the head entity.
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 45 days.
The Group has adopted a lifetime expected loss allowance in estimating expected credit loss 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.
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.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to
their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is
designated as a hedging instrument, and if so, the nature of the item being hedged.
Derivatives are classified as current or non-current depending on the expected period of realisation.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
29
Cash flow hedges
Cash flow hedges are used to cover the Group's exposure to variability in cash flows that is attributable to particular risks associated with
a recognised asset or liability or a firm commitment which could affect profit or loss. The effective portion of changes in the fair value of
derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedging reserve, limited to the cumulative change in fair value
of the hedged item from inception of the hedge. The gain or loss relating to the ineffective portion is recognised immediately in profit or
loss, and is included in the ‘other gains and losses’ line item.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods
when the hedged item affects profit or loss, in the same line as the recognised hedged item. However, when the hedged forecast
transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in
other comprehensive income and accumulated in equity are removed from equity and included in the initial measurement of the cost
of the non-financial asset or non-financial liability. This transfer does not affect other comprehensive income. Furthermore, if the Group
expects that some or all of the loss accumulated in the cash flow hedging reserve will not be recovered in the future, that amount is
immediately reclassified to profit or loss.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria
(after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised. The
discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated in cash flow
hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs. When a forecast
transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to
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
25 to 40 years
Plant and equipment
3 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.
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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
30
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 7 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 8 years.
Brands
Brands acquired in a business combination are not amortised on the basis that it has an indefinite life. Management considers that the
useful life of brands is indefinite because there is no foreseeable limit to the cash flows this asset can generate. This is reassessed every
year. Instead, it 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 of non-financial assets
Goodwill and intangible assets with an indefinite life are not subject to amortisation and are 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 post-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
Trade and other payables 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.
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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
31
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.
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 rights over shares, that are provided to employees in exchange for the rendering of
services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is 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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
32
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.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are
determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available
or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where
there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a
verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.
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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
33
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.
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
additional ordinary shares that would have been outstanding assuming conversion of all 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.
Comparatives
Certain comparatives have been reclassified to align with current year disclosure. There has been no change to net assets, equity or
profit for the year of any reclassification.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 2. Material accounting policy information (continued)
34
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments
Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument
to the nearest thousand dollars, or in certain cases, the nearest dollar.
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 2024. The Group's assessment of the impact of these
new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below.
AASB 18 Presentation and Disclosure in Financial Statements
This standard is applicable to annual reporting periods beginning on or after 1 January 2027, with early adoption permitted. The standard
replaces AASB 101 'Presentation of Financial Statements', although many of the requirements have been carried forward unchanged and
is accompanied by limited amendments to the requirements in AASB 107 ‘Statement of Cash Flows’. The standard will affect presentation
and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other
comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two
mandatory sub-totals in the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disclosure
requirements for 'management-defined performance measures', such as earnings before interest, taxes, depreciation and amortisation
('EBITDA') or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and disaggregation),
including whether to present this information in the primary financial statements or in the notes. . The Group will adopt this standard
from 1 July 2027 and it is expected that there will be a significant change to the layout of the statement of profit or loss and other
comprehensive income.
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.
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 through the use of a provision matrix using fixed rate of credit loss provisioning. These provisions are based on recent sales
experience, historical collection rate and forward-looking information that is available.
Goodwill and indefinite life intangible assets
The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other
indefinite life intangible assets have 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 and indefinite life intangible assets
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets 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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 3. Critical accounting judgements, estimates and assumptions (continued)
35
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.
Note 4. Operating segments
Identification of reportable operating segments
The directors have identified the Group's operating segments based on the internal reports that are reviewed and used by the Chief
Executive Officer (the chief operating decision maker) in assessing performance and in determining the allocation of resources. Discrete
financial information about these operating segments is reported on at least a monthly basis.
The information reported to the Chief Executive Officer is aggregated based on product types and nature of the underlying activities
which the Group operates. The Group’s reportable segments are as follows:
Panels
Comprised of four manufacturing and seven distribution sites of timber panel products in Australia
and New Zealand
Construction
Comprised of seventeen sites which sell building, commercial and formwork products in Australia
Sales between segments are based on similar terms and conditions to those in place with third party customers and are eliminated from
the results below.
The directors consider Revenue and EBITDA* as the Group's key segment measures.
EBITDA* is measured pre significant items which are presented separately due to their nature, size and expected infrequent occurrence
and therefore do not reflect the underlying trading of the Group.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 4. Operating segments (continued)
36
Operating segment information
Corporate
Panels
Construction
(unallocated)
Total
Group - 2024
$'000
$'000
$'000
$'000
Revenue
Sales to external customers
123,582
291,094
-
414,676
Total revenue
123,582
291,094
-
414,676
EBITDA* (pre significant items)
15,532
24,183
(7,137)
32,578
Depreciation and amortisation
(15,314)
Finance costs
(5,384)
Significant items
(635)
Profit before income tax expense
11,245
Income tax expense
(3,211)
Profit after income tax expense
8,034
Corporate
Panels
Construction
(unallocated)
Total
Group - 2023
$'000
$'000
$'000
$'000
Revenue
Sales to external customers
128,456
320,995
-
449,451
Total revenue
128,456
320,995
-
449,451
EBITDA* (pre significant items)
19,176
39,345
(7,563)
50,958
Depreciation and amortisation
(13,849)
Finance costs
(4,793)
Significant items
(561)
Profit before income tax expense
31,755
Income tax expense
(9,579)
Profit after income tax expense
22,176
Geographical information
Revenue from external
customers
Geographical non-current
assets
2024
2023
2024
2023
$'000
$'000
$'000
$'000
Australia
384,596
416,380
105,162
92,797
New Zealand
30,080
33,071
16,152
17,505
414,676
449,451
121,314
110,302
There is no single customer with 10% or more of revenue.
The geographical non-current assets above are exclusive of deferred tax assets.
*
EBITDA is net profit before interest, taxes, depreciation, amortisation and significant costs which are acquisition costs, rebranding costs and fair value gains.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
37
Note 5. Revenue
Group
2024
2023
$'000
$'000
Sale of goods
414,676
449,451
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
Group
2024
2023
$'000
$'000
Net gain on disposal of property, plant and equipment
178
95
Other income
256
-
Other income
434
95
Note 7. Expenses
Group
2024
2023
$'000
$'000
Profit before income tax includes the following specific expenses:
Cost of sales
Cost of sales
307,175
326,157
Depreciation
Buildings
193
62
Plant and equipment
2,888
2,671
Plant and equipment under lease
585
498
Buildings right-of-use assets
9,356
8,204
Total depreciation
13,022
11,435
Amortisation
Customer relationships
1,971
2,092
Software
297
298
Product development
24
24
Total amortisation
2,292
2,414
Total depreciation and amortisation
15,314
13,849
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 7. Expenses (continued)
38
Group
2024
2023
$'000
$'000
Employee benefits expense
Salaries and wages (including annual leave and long service leave)
44,379
40,901
Superannuation
4,620
3,866
Share-based remuneration
(670)
586
Total employee benefits expense
48,329
45,353
Finance costs
Interest and finance charges paid/payable on borrowings
3,652
3,105
Interest and finance charges paid/payable on lease liabilities
1,678
966
Unwind of interest on contingent consideration
426
722
Interest income
(372)
-
Finance costs expensed
5,384
4,793
Expenses associated with business combinations
Acquisition costs
808
561
Expenses associated with rebranding
Brands retired (note 17)
311
-
Other rebranding costs
284
-
595
-
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
39
Note 8. Income tax
Group
2024
2023
$'000
$'000
Income tax expense
Current tax
4,251
9,504
Deferred tax - origination and reversal of temporary differences
(1,107)
191
Adjustment recognised for prior periods (current tax)
67
(116)
Aggregate income tax expense
3,211
9,579
Numerical reconciliation of income tax expense and tax at the statutory rate
Profit before income tax expense
11,245
31,755
Tax at the statutory tax rate of 30%
3,374
9,527
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Share-based remuneration
(201)
176
Fair value gain
(231)
-
Sundry items
269
65
3,211
9,768
Adjustment recognised for prior periods (current tax)
67
(116)
Difference in overseas tax rates
(67)
(73)
Income tax expense
3,211
9,579
The standard rate of corporation tax applied to taxable profit is 30% (30 June 2023: 30%). Taxation for other jurisdictions is calculated at
the rates prevailing in the respective jurisdictions.
Group
2024
2023
$'000
$'000
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Allowance for expected credit losses
813
1,047
Employee benefits
2,669
2,402
Leases
9,117
8,092
Capital raise expenses
101
191
Other provisions and accruals
1,770
1,452
14,470
13,184
Less: offset*
(14,063)
(12,886)
Deferred tax asset
407
298
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 8. Income tax (continued)
40
Group
2024
2023
$'000
$'000
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Property, plant and equipment
2,032
2,319
Right-of-use assets
8,686
7,687
Customer relationships
3,040
2,735
Brand
780
849
Present value on contingent consideration
-
90
14,538
13,680
Less: offset*
(14,063)
(12,886)
Deferred tax liability
475
794
*
Deferred tax balances are not fully offset as they do not relate to the same taxable authority.
Group
2024
2023
$'000
$'000
Reconciliation in movement of deferred tax asset/(liability)
Balance at beginning of the year
(496)
21
Less: Balance at end of the year
(68)
(496)
Movement during the year
(428)
517
Recognised in profit or loss
(1,107)
191
Recognised in goodwill (note 35)
677
330
Exchange differences
2
(4)
(428)
517
Group
2024
2023
$'000
$'000
Income tax refund due
Income tax refund due
434
-
Group
2024
2023
$'000
$'000
Income tax payable
Current tax payable
99
5,398
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
41
Note 9. Cash and cash equivalents
Group
2024
2023
$'000
$'000
Current assets
Cash on hand
10
13
Cash at bank
20,467
34,278
20,477
34,291
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
20,477
34,291
Bank overdraft and trade finance (note 19)
-
(2,618)
Balance as per statement of cash flows
20,477
31,673
Note 10. Trade and other receivables
Group
2024
2023
$'000
$'000
Current assets
Trade receivables
55,129
60,031
Less: Allowance for expected credit losses
(2,717)
(3,507)
52,412
56,524
Other receivables
3,635
3,394
56,047
59,918
Allowance for expected credit losses
The Group has recognised a loss of $821,000 in profit or loss in respect of the expected credit losses for the year ended 30 June 2024 (30
June 2023: loss of $1,568,000).
The ageing of the trade receivables and allowance for expected credit losses provided for above are as follows:
Expected credit loss rate
Carrying amount
Allowance for expected credit
losses
2024
2023
2024
2023
2024
2023
Group
%
%
$'000
$'000
$'000
$'000
Not overdue
1.67%
1.49%
32,270
36,339
540
541
0 to 3 months overdue
3.83%
3.92%
21,033
20,195
806
792
Over 3 months overdue
75.08%
62.17%
1,826
3,497
1,371
2,174
55,129
60,031
2,717
3,507
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, and is taking into consideration when determining expected credit loss rate.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 10. Trade and other receivables (continued)
42
The impact of expected credit losses in other receivables is immaterial.
The average credit period on sale of goods is 45 days. No interest is charged on outstanding trade receivables.
The movements in the allowance for expected credit losses in respect of trade receivables during the year was as follows:
Group
2024
2023
$'000
$'000
Opening balance
3,507
3,542
Additional provisions recognised
821
1,568
Receivables written off during the year as uncollectable
(1,611)
(1,603)
Closing balance
2,717
3,507
Note 11. Inventories
Group
2024
2023
$'000
$'000
Current assets
Raw materials and work in progress
3,511
1,416
Finished goods
72,130
70,339
Less: Provision for stock obsolescence
(3,119)
(2,216)
72,522
69,539
Note 12. Financial assets
Group
2024
2023
$'000
$'000
Current assets
Shares in TradeNET Solutions Ltd
286
226
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial year
are set out below:
Opening fair value
226
113
Additions
60
113
Closing fair value
286
226
Refer to note 29 for further information on fair value measurement.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
43
Note 13. Derivative financial instruments
Group
2024
2023
$'000
$'000
Current assets
Forward foreign exchange contracts - cash flow hedges
-
61
Non-current assets
Interest rate swap contracts - cash flow hedges
162
174
Current liabilities
Forward foreign exchange contracts - cash flow hedges
(112)
-
50
235
Refer to note 28 for further information on financial instruments.
Refer to note 29 for further information on fair value measurement.
Note 14. Other assets
Group
2024
2023
$'000
$'000
Current assets
Prepayments
1,011
830
Other deposits
132
132
1,143
962
Note 15. Property, plant and equipment
Group
2024
2023
$'000
$'000
Non-current assets
Freehold land - at cost
856
856
Buildings - at cost
5,597
5,597
Less: Accumulated depreciation
(1,792)
(1,599)
3,805
3,998
Plant and equipment - at cost
46,733
41,189
Less: Accumulated depreciation
(26,186)
(23,352)
20,547
17,837
Capital work-in-progress - at cost
-
1,160
25,208
23,851
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 15. Property, plant and equipment (continued)
44
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Freehold
Plant and
Plant and
equipment
under
Capital work-
in-
land
Buildings
equipment
finance
progress
Total
Group
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
856
734
13,065
2,577
4,712
21,944
Additions
-
-
1,568
278
2,807
4,653
Additions through business
combinations
-
-
580
-
-
580
Disposals
-
-
(111)
-
-
(111)
Exchange differences
-
-
16
-
-
16
Transfers in/(out)
-
3,326
3,589
(556)
(6,359)
-
Depreciation expense
-
(62)
(2,671)
(498)
-
(3,231)
Balance at 30 June 2023
856
3,998
16,036
1,801
1,160
23,851
Additions
-
-
2,987
1,010
-
3,997
Additions through business
combinations (note 35)
-
-
1,134
-
-
1,134
Disposals
-
-
(59)
(41)
-
(100)
Exchange differences
-
-
(8)
-
-
(8)
Transfers in/(out)
-
-
1,476
(316)
(1,160)
-
Depreciation expense
-
(193)
(2,888)
(585)
-
(3,666)
Balance at 30 June 2024
856
3,805
18,678
1,869
-
25,208
Note 16. Right-of-use assets
Group
2024
2023
$'000
$'000
Non-current assets
Buildings - right-of-use
49,751
42,547
Less: Accumulated depreciation
(20,571)
(17,037)
29,180
25,510
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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 16. Right-of-use assets (continued)
45
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
Group
$'000
Balance at 1 July 2022
21,511
Additions
1,166
Additions through business combinations
1,094
Lease reassessment
9,842
Exchange differences
101
Depreciation expense
(8,204)
Balance at 30 June 2023
25,510
Additions
6,608
Additions through business combinations (note 35)
2,825
Disposals
(978)
Lease reassessment
4,584
Exchange differences
(13)
Depreciation expense
(9,356)
Balance at 30 June 2024
29,180
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 15 for plant and equipment under lease;
●
note 20 for lease liabilities and maturity analysis at 30 June 2024; and
●
consolidated statement of cash flows for repayment of lease liabilities.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
46
Note 17. Intangibles
Group
2024
2023
$'000
$'000
Non-current assets
Goodwill
53,095
47,547
Customer relationships
15,832
12,787
Less: Accumulated amortisation
(5,699)
(3,735)
10,133
9,052
Software - at cost
2,082
2,082
Less: Accumulated amortisation
(1,195)
(898)
887
1,184
Product development - at cost
191
191
Less: Accumulated amortisation
(142)
(118)
49
73
Brand name - at cost
2,600
2,911
66,764
60,767
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Customer
Product
Brand
Goodwill
relationships
Software
development
name
Total
Group
$'000
$'000
$'000
$'000
$'000
$'000
Balance at 1 July 2022
44,497
9,440
1,482
97
2,911
58,427
Additions through business
combinations
2,834
1,697
-
-
-
4,531
Exchange differences
216
7
-
-
-
223
Amortisation expense
-
(2,092)
(298)
(24)
-
(2,414)
Balance at 30 June 2023
47,547
9,052
1,184
73
2,911
60,767
Additions through business
combinations (note 35)
5,595
3,050
-
-
-
8,645
Exchange differences
(47)
2
-
-
-
(45)
Write off of assets
-
-
-
-
(311)
(311)
Amortisation expense
-
(1,971)
(297)
(24)
-
(2,292)
Balance at 30 June 2024
53,095
10,133
887
49
2,600
66,764
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.
Goodwill acquired through business combinations is allocated to the lowest level within the entity at which the goodwill is monitored,
being the two cash-generating units (or ‘CGU’s) – Panels and Construction Divisions.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 17. Intangibles (continued)
47
Allocation to CGU’s
The carrying amount of goodwill and intangible assets are allocated to the Group’s CGUs as follows:
Goodwill
Brand name
2024
2023
2024
2023
Cash generating units
$'000
$'000
$'000
$'000
Panels
23,195
17,647
2,600
2,729
Construction
29,900
29,900
-
182
Total
53,095
47,547
2,600
2,911
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 FY2025 financial year as reviewed and approved by the Board.
In preparing the FY2025 budget, due consideration was given to the current market and economic conditions. The cash flows beyond
the budget period have been extrapolated over a further four years. The value-in-use calculations have been prepared using a compound
growth rate of 4.4% (30 June 2023: 0.6%) and terminal growth rate of 2.5% (30 June 2023: 2.0%).
The discount rate applied to cashflow projections which are derived from the Group's weighted average cost of capital, adjusted for
varying risk profiles were:
●
Pre-tax discount rate 14.3% (30 June 2023: 15.6%)
●
Post-tax discount rate 10.5% (30 June 2023: 11.3%)
The two CGU's have been assessed with the same weighted average cost of capital as they have similar economic and risk profiles.
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, including reducing the
growth rate for the projected cash flow period to 0% or increasing the post-tax discount rate to 12.5% to determine their impact on
headroom. Management has not identified any reasonable change in assumptions that would lead to an impairment charge for either
CGU.
The Group has concluded that no impairment is required as at 30 June 2024.
Note 18. Trade and other payables
Group
2024
2023
$'000
$'000
Current liabilities
Trade payables
45,214
43,587
Goods and services tax payable
915
955
Other payables and accrued expenses
9,976
15,124
56,105
59,666
Refer to note 28 for further information on financial instruments.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
48
Note 19. Borrowings
Group
2024
2023
$'000
$'000
Current liabilities
Bank overdraft and trade finance
-
2,618
Non-current liabilities
Bank bills
46,000
41,000
Refer to note 28 for further information on financial instruments.
Assets pledged as security
Borrowings are secured by a first registered mortgage over assets of the Group.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Group
2024
2023
$'000
$'000
Total facilities
Bank overdraft and trade finance
12,974
18,186
Bank bills
62,000
62,000
Lease facility
5,900
5,900
80,874
86,086
Used at the reporting date
Bank overdraft and trade finance
-
2,618
Bank bills
46,000
41,000
Lease facility
2,074
1,901
48,074
45,519
Unused at the reporting date
Bank overdraft and trade finance
12,974
15,568
Bank bills
16,000
21,000
Lease facility
3,826
3,999
32,800
40,567
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
49
Note 20. Lease liabilities
Group
2024
2023
$'000
$'000
Current liabilities
Lease liability - plant and equipment under lease
732
803
Lease liability - right-of-use lease
9,114
7,773
9,846
8,576
Non-current liabilities
Lease liability - plant and equipment under lease
1,342
1,098
Lease liability - right-of-use lease
21,543
19,130
22,885
20,228
The following table details the Group's remaining contractual maturity, both current and non-current, for its lease liabilities:
1 year
Between 1
and
Between 2
and
Between 3
and
Between 4
and
Over
Remaining
contractual
or less
2 years
3 years
4 years
5 years
5 years
maturities
$'000
$'000
$'000
$'000
$'000
$'000
$'000
Group - 2024
Lease liability - plant and
equipment under lease
855
626
416
347
65
-
2,309
Lease liability - right-of-use lease
10,768
9,763
6,963
4,348
2,231
404
34,477
11,623
10,389
7,379
4,695
2,296
404
36,786
Group - 2023
Lease liability - plant and
equipment under lease
873
620
380
161
-
-
2,034
Lease liability - right-of-use lease
8,871
7,378
6,411
3,945
2,277
553
29,435
9,744
7,998
6,791
4,106
2,277
553
31,469
The cash flows in the maturity analysis above include interest and are not expected to occur significantly earlier than contractually
disclosed.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
50
Note 21. Provisions
Group
2024
2023
$'000
$'000
Current liabilities
Annual leave
4,363
3,951
Long service leave
3,936
3,418
8,299
7,369
Non-current liabilities
Long service leave
617
661
Lease make good
860
450
1,477
1,111
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.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Lease
make good
Group - 2024
$'000
Carrying amount at the start of the year
450
Additional provisions recognised
500
Amounts used
(90)
Carrying amount at the end of the year
860
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
51
Note 22. Contingent consideration
Group
2024
2023
$'000
$'000
Current liabilities
Contingent consideration
3,707
3,602
Non-current liabilities
Contingent consideration
2,208
2,200
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous financial year
are set out below:
Opening balance
5,802
7,868
Additions through business combinations (note 35)
3,915
853
Unwind of present value interest
426
722
Payments made during the year
(3,460)
(3,641)
Fair value gain on re-assessment of liability
(768)
-
Closing balance
5,915
5,802
The provision represents the obligation to pay contingent consideration following the acquisition of a business or assets. It is measured
at the fair 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 35 are determined (in particular, the valuation technique and inputs used).
Significant
Relationship and sensitivity of
Type
Valuation technique
unobservable inputs
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
Note 23. Other liabilities
Group
2024
2023
$'000
$'000
Current liabilities
Deferred revenue
2,169
2,324
Deferred revenue related to the portion of government grant that will be recognised over the life of the associated assets to be acquired.
The majority of the assets were commissioned in June 2023, with project completed and fully operational in November 2023.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
52
Note 24. Issued capital
Group
2024
2023
2024
2023
Shares
Shares
$'000
$'000
Ordinary shares - fully paid
85,362,772
83,037,906
102,784
98,517
Movements in ordinary share capital
Details
Date
Shares
Issue price
$'000
Balance
1 July 2022
82,227,610
96,665
Issue of shares on exercise of performance rights
2 September 2022
677,590
$2.3100
1,565
Issue of shares in relation to dividend reinvestment plan
6 October 2022
109,671
$2.1012
230
Issue of shares in relation to dividend reinvestment plan
29 March 2023
23,035
$2.4613
57
Balance
30 June 2023
83,037,906
98,517
Issue of shares on exercise of performance rights
30 August 2023
483,623
$2.3900
1,156
Issue of shares in relation to dividend reinvestment plan
6 October 2023
29,264
$2.2704
66
Issue of shares in relation to dividend reinvestment plan
27 March 2024
26,265
$1.7200
45
Issue of shares in relation to the business acquisition of
Specialised Laminators
1 May 2024
1,785,714
$1.6801
3,000
Balance
30 June 2024
85,362,772
102,784
Ordinary shares
Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the
Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up.
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.
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 2023 Annual Report.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
53
Note 25. Reserves
Group
2024
2023
$'000
$'000
Foreign currency translation reserve
(806)
(747)
Hedging reserve - cash flow hedges
51
236
Share-based payments reserve
(1,291)
535
(2,046)
24
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.
Hedging reserve - cash flow hedges
The reserve is used to recognise the effective portion of the gain or loss of cash flow hedge instruments that is determined to be an
effective hedge.
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 26. Retained profits
Group
2024
2023
$'000
$'000
Retained profits at the beginning of the financial year
22,170
15,424
Profit after income tax expense for the year
8,034
22,176
Dividends paid (note 27)
(11,694)
(15,430)
Retained profits at the end of the financial year
18,510
22,170
Note 27. Dividends
Dividends paid
Dividends paid during the financial year were as follows:
Group
2024
2023
$'000
$'000
Final dividend of 8.5 cents per fully paid ordinary share paid on 6 October 2023 (2023: 10.0 cents paid
on 6 October 2022)
7,099
8,291
Interim dividend of 5.5 cents per fully paid ordinary share paid on 27 March 2024 (2023: 8.6 cents
paid on 29 March 2023)
4,595
7,139
11,694
15,430
Dividend declared
On 21 August 2024, the directors determined a fully franked dividend of 2.0 cents per fully paid ordinary share to be paid on 4 October
2024.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 27. Dividends (continued)
54
Franking credits
Group
2024
2023
$'000
$'000
Franking credits available at the reporting date based on a tax rate of 30%
24,218
20,555
Franking credits that will arise from the (refund)/payment of the amount of the provision for income
tax at the reporting date based on a tax rate of 30%
(434)
5,002
Franking credits available for subsequent financial years based on a tax rate of 30%
23,784
25,557
Note 28. Financial instruments
Financial risk management objectives
The Group's activities expose it to a variety of financial risks: market risk (including foreign currency 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's operations in NZ give rise to exposure to changes in foreign currency rates, primarily the NZD. The Group's currency risk
exposure is limited predominantly to consolidated Australian dollar translation risk as the majority of transactions by the New Zealand
operations are transacted by the same functional currency of the relevant transaction.
Where the Group purchases raw materials and consumables in foreign currencies such as USD or Euro, the Group will use forward rate
foreign exchange contracts to hedge exposure.
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.
Cash flow hedges were used to cover the Group's exposure to variability in cash flow relating to interest rates. The effective portion of
interest rate swap is recognised in other comprehensive income and accumulated under cash flow hedge reserve at 30 June 2024.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 28. Financial instruments (continued)
55
As at the reporting date, the Group had the following variable rate borrowings outstanding:
2024
2023
Weighted
average
interest rate
Balance
Weighted
average
interest rate
Balance
Group
%
$'000
%
$'000
Bank overdraft and trade finance
-
-
9.04%
2,618
Bank bills
7.42%
46,000
6.97%
41,000
Net exposure to cash flow interest rate risk
46,000
43,618
An analysis by remaining contractual maturities is shown in 'liquidity and interest rate risk management' below.
An official increase/decrease in interest rates of 100bps (30 June 2023: 100bps) would have an adverse/favourable effect on profit before
tax of the following:
Basis points increase
Basis points decrease
Group - 2024
Basis points
change
Effect on profit
before tax
$'000
Effect on
equity
$'000
Basis points
change
$'000
Effect on profit
before tax
$'000
Effect on
equity
$'000
Variable rate borrowings
(100)
(460)
(322)
100
460
322
Basis points increase
Basis points decrease
Group - 2023
Basis points
change
Effect on profit
before tax
$'000
Effect on
equity
$'000
Basis points
change
$'000
Effect on profit
before tax
$'000
Effect on
equity
$'000
Variable rate borrowings
(100)
(436)
(305)
100
436
305
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 2024 or 30 June 2023.
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 10, 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 one year.
The Group has no significant credit risk to any individual customer.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 28. Financial instruments (continued)
56
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.
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.
Weighted
average
interest rate
1 year or less
Between 1 and
2 years
Between 2 and
5 years
Over 5 years
Remaining
contractual
maturities
Group - 2024
%
$'000
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade payables
-
45,214
-
-
-
45,214
Other payables and accrued
expenses
-
9,976
-
-
-
9,976
Contingent consideration
-
3,808
1,184
1,447
-
6,439
Interest-bearing - variable
Bank bills
7.42%
3,413
3,413
46,860
-
53,686
Total non-derivatives
62,411
4,597
48,307
-
115,315
Weighted
average
interest rate
1 year or less
Between 1 and
2 years
Between 2 and
5 years
Over 5 years
Remaining
contractual
maturities
Group - 2023
%
$'000
$'000
$'000
$'000
$'000
Non-derivatives
Non-interest bearing
Trade payables
-
43,587
-
-
-
43,587
Other payables and accrued
expenses
-
15,124
-
-
-
15,124
Contingent consideration
-
3,750
2,500
-
-
6,250
Interest-bearing - variable
Bank overdraft and trade finance
9.04%
2,692
-
-
-
2,692
Bank bills
6.97%
2,859
32,319
12,298
-
47,476
Total non-derivatives
68,012
34,819
12,298
-
115,129
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
20).
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
57
Note 29. Fair value measurement
Fair value hierarchy
The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on
the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: Unobservable inputs for the asset or liability
Level 1
Level 2
Level 3
Total
Group - 2024
$'000
$'000
$'000
$'000
Assets
Ordinary shares
-
-
286
286
Derivatives
-
162
-
162
Total assets
-
162
286
448
Liabilities
Contingent consideration
-
-
5,915
5,915
Derivatives
-
112
-
112
Total liabilities
-
112
5,915
6,027
Level 1
Level 2
Level 3
Total
Group - 2023
$'000
$'000
$'000
$'000
Assets
Ordinary shares
-
-
226
226
Derivatives
-
235
-
235
Total assets
-
235
226
461
Liabilities
Contingent consideration
-
-
5,802
5,802
Total liabilities
-
-
5,802
5,802
There were no transfers between levels during the financial year.
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to
their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate
that is available for similar financial liabilities.
Valuation techniques for fair value measurements categorised within level 2 and level 3
Unquoted investments have been valued using a discounted cash flow model.
Derivative financial instruments have been valued using quoted market rates. This valuation technique maximises the use of observable
market data where it is available and relies as little as possible on entity specific estimates.
Refer to note 22 for further information on the fair value measurement of contingent consideration.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
58
Note 30. 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:
Group
2024
2023
$
$
Short-term employee benefits
1,369,909
1,338,137
Post-employment benefits
97,202
92,393
Long-term benefits
12,341
2,952
Share-based payments
32,308
244,437
1,511,760
1,677,919
Note 31. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by BDO Audit Pty Ltd, the auditor of the Company:
Group
2024
2023
$
$
Audit services - BDO Audit Pty Ltd (2023: Deloitte Touche Tohmatsu)
Audit or review of the financial statements
365,000
455,000
Other services - BDO Audit Pty Ltd (2023: Deloitte Touche Tohmatsu)
Taxation
-
90,000
ESG Reporting Roadmap
30,000
-
30,000
90,000
395,000
545,000
Note 32. Contingent liabilities
The Group has given bank guarantees as at 30 June 2024 of $3,637,000 (30 June 2023: $2,539,000) to various landlords.
Note 33. Related party transactions
Parent entity
Big River Industries Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 36.
Key management personnel
Disclosures relating to key management personnel are set out in note 30 and the remuneration report included in the directors' report.
Transactions with related parties
During the financial year, the Company paid $nil (30 June 2023: $77,000, including GST) 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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 33. Related party transactions (continued)
59
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 34. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Parent
2024
2023
$'000
$'000
Profit after income tax
12,269
15,717
Other comprehensive income for the year, net of tax
-
-
Total comprehensive income
12,269
15,717
Statement of financial position
Parent
2024
2023
$'000
$'000
Total current assets
101,113
93,108
Total non-current assets
48,264
48,322
Total assets
149,377
141,430
Total current liabilities
-
69
Total non-current liabilities
46,000
41,000
Total liabilities
46,000
41,069
Net assets
103,377
100,361
Equity
Issued capital
102,784
98,517
Share-based payments reserve
(1,291)
535
Retained profits
1,884
1,309
Total equity
103,377
100,361
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 37) under which it guarantees the debts of its subsidiaries as at 30
June 2024 and 30 June 2023.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 34. Parent entity information (continued)
60
Contingent liabilities
The parent entity had no significant contingent liabilities as at 30 June 2024 and 30 June 2023.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2024.
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 35. Business combinations
2024
Specialised Laminators
On 18 March 2024, the Group executed a business purchase deed to acquire the business and assets of Specialised Laminators ('SLQ'), a
business located in Brisbane, QLD. Completion was effective from 1 May 2024 and the maximum purchase price of $14.3 million, which
includes inventory and plant and equipment, was settled through the payment of $6.5 million in cash, the issue of $3.0 million in ordinary
shares of Big River Industries Limited, with the balance payable upon achieving agreed EBITDA targets over a three year period. The
acquisition continues the expansion of the Big River network and add to the Panels Division a complementary business with differentiated
manufacturing of premium products coupled with a strong value-add solution-based service offering. The acquisition contributed $4.1
million to revenue and $0.1 million to net profit after tax of the Group for the year ended 30 June 2024.
The values identified in relation to the acquisition are final as at 30 June 2024.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 35. Business combinations (continued)
61
Details of the acquisition are as follows:
Fair value
$'000
Inventories
4,340
Plant and equipment
1,134
Right-of-use assets
2,825
Customer relationships
3,050
Deferred tax asset
238
Deferred tax liability
(915)
Employee benefits
(794)
Lease liability
(2,825)
Net assets acquired
7,053
Goodwill*
5,595
Acquisition-date fair value of the total consideration transferred
12,648
Representing:
Cash paid to vendor
5,733
Big River Industries Limited shares issued to vendor
3,000
Contingent consideration
3,915
12,648
Acquisition costs expensed to profit or loss
808
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
12,648
Less: contingent consideration
(3,915)
Less: shares issued by Company as part of consideration
(3,000)
Net cash used
5,733
*
The goodwill is attributable to the workforce, profitability and growth potential of the acquired business. It will not be deductible for tax purposes.
Note 36. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described in note 2:
Ownership interest
Principal place of business /
2024
2023
Name
Country of incorporation
%
%
Big River Group Pty Ltd
Australia
100%
100%
Big River Group (NZ) Limited
New Zealand
100%
100%
Plytech International Limited
New Zealand
100%
100%
Decortech Limited
New Zealand
100%
100%
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
62
Note 37. Deed of cross guarantee
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
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'.
Set out below is a consolidated statement of profit or loss and other comprehensive income and statement of financial position of the
'Closed Group'.
2024
2023
Statement of profit or loss and other comprehensive income
$'000
$'000
Revenue
384,596
416,380
Other income
400
78
Fair value gain on re-assessment of liability
768
-
Expenses
Raw materials and consumables used
(288,206)
(305,031)
Selling and distribution expense
(7,314)
(7,039)
Employee benefits expense
(44,511)
(41,309)
Occupancy expense
(4,876)
(4,064)
General and administration expense
(12,205)
(12,821)
Acquisition costs
(808)
(561)
Rebranding costs
(595)
-
Depreciation and amortisation expense
(13,783)
(12,337)
Impairment of receivables
(951)
(1,399)
Finance costs, net
(4,446)
(3,656)
Profit before income tax expense
8,069
28,241
Income tax expense
(2,316)
(8,580)
Profit after income tax expense
5,753
19,661
Other comprehensive (loss)/income
Net change in the fair value of cash flow hedges taken to equity, net of tax
(185)
236
Foreign currency translation
4
-
Other comprehensive (loss)/income for the year, net of tax
(181)
236
Total comprehensive income for the year
5,572
19,897
2024
2023
Equity - retained profits
$'000
$'000
Retained profits at the beginning of the financial year
12,501
8,270
Profit after income tax expense
5,753
19,661
Dividends paid
(11,694)
(15,430)
Retained profits at the end of the financial year
6,560
12,501
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 37. Deed of cross guarantee (continued)
63
2024
2023
Statement of financial position
$'000
$'000
Current assets
Cash and cash equivalents
18,479
28,853
Trade and other receivables
53,883
57,928
Inventories
61,788
59,101
Financial assets
286
226
Derivative financial instruments
-
61
Income tax refund due
434
-
Other assets
1,073
930
135,943
147,099
Non-current assets
Derivative financial instruments
162
174
Investment in subsidiaries
6,955
6,983
Property, plant and equipment
24,019
22,778
Right-of-use assets
25,796
20,925
Intangibles
55,184
48,920
Loan to subsidiaries
6,955
8,821
119,071
108,601
Total assets
255,014
255,700
Current liabilities
Trade and other payables
54,752
58,027
Lease liabilities
8,664
7,434
Derivative financial instruments
112
-
Income tax
-
5,001
Provisions
8,008
7,029
Contingent consideration
3,707
3,602
Other liabilities
2,169
2,324
77,412
83,417
Non-current liabilities
Borrowings
46,000
41,000
Lease liabilities
20,086
16,141
Deferred tax
475
794
Provisions
1,477
1,111
Contingent consideration
2,208
2,200
70,246
61,246
Total liabilities
147,658
144,663
Net assets
107,356
111,037
Equity
Issued capital
102,784
98,517
Reserves
(1,988)
19
Retained profits
6,560
12,501
Total equity
107,356
111,037
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
64
Note 38. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
Group
2024
2023
$'000
$'000
Profit after income tax expense for the year
8,034
22,176
Adjustments for:
Depreciation and amortisation
15,314
13,849
Net gain on disposal of property, plant and equipment
(178)
(95)
Share-based payments
(670)
586
Interest on contingent consideration
426
722
Reassessment of contingent consideration
(768)
-
Interest on property leases
1,678
966
Rebranding
311
-
Change in operating assets and liabilities:
Decrease in trade and other receivables
3,871
3,496
Decrease in inventories
1,357
5,446
(Increase)/decrease in deferred tax assets
(1,105)
187
Increase in prepayments
(125)
(369)
Decrease in trade and other payables
(3,561)
(2,213)
(Decrease)/increase in provision for income tax
(5,733)
109
Increase in other provisions
2
187
(Decrease)/increase in other operating liabilities
(207)
198
Net cash from operating activities
18,646
45,245
Non-cash investing and financing activities
Group
2024
2023
$'000
$'000
Additions to the right-of-use assets
6,608
1,166
Shares issued under employee share plan
1,156
1,565
Shares issued under dividend reinvestment plan
111
287
Shares issued in relation to business combinations
3,000
-
Lease reassessment
4,584
9,842
15,459
12,860
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 38. Cash flow information (continued)
65
Changes in liabilities arising from financing activities
Bank
Lease
bills
liability
Total
Group
$'000
$'000
$'000
Balance at 1 July 2022
36,000
25,226
61,226
Net cash from/(used in) financing activities
5,000
(9,914)
(4,914)
Lease reassessment
-
9,842
9,842
Acquisition of leases
-
1,166
1,166
Changes through business combinations (note 35)
-
1,094
1,094
Other changes
-
1,390
1,390
Balance at 30 June 2023
41,000
28,804
69,804
Net cash from/(used in) financing activities
5,000
(11,413)
(6,413)
Lease reassessment
-
4,584
4,584
Acquisition of leases
-
6,608
6,608
Changes through business combinations (note 35)
-
2,825
2,825
Other changes
-
1,323
1,323
Balance at 30 June 2024
46,000
32,731
78,731
Note 39. Earnings per share
Group
2024
2023
$'000
$'000
Profit after income tax attributable to the owners of Big River Industries Limited
8,034
22,176
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
83,768,407
82,874,703
Adjustments for calculation of diluted earnings per share:
Performance rights
1,036,885
1,308,643
Weighted average number of ordinary shares used in calculating diluted earnings per share
84,805,292
84,183,346
Cents
Cents
Basic earnings per share
9.59
26.76
Diluted earnings per share
9.47
26.34
Note 40. Share-based payments
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.
Big River Industries Limited
Notes to the consolidated financial statements
30 June 2024
Note 40. Share-based payments (continued)
66
Set out below are summaries of performance rights granted under the plan:
2024
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
Grant date
Expiry date
the year
Granted
Exercised
other
the year
01/12/2020
01/12/2025
483,623
-
(483,623)
-
-
17/12/2021
17/12/2026
344,743
-
-
(8,662)
336,081
14/10/2022
14/10/2027
249,219
-
-
(61,432)
187,787
24/02/2023
14/10/2027
76,098
-
-
-
76,098
15/11/2023
15/11/2028
-
457,454
-
-
457,454
1,153,683
457,454
(483,623)
(70,094)
1,057,420
2023
Balance at
Expired/
Balance at
the start of
forfeited/
the end of
Grant date
Expiry date
the year
Granted
Exercised
other
the year
28/11/2019
28/11/2024
677,590
-
(677,590)
-
-
01/12/2020
01/12/2025
541,662
-
-
(58,039)
483,623
17/12/2021
17/12/2026
473,429
-
-
(128,686)
344,743
14/10/2022
14/10/2027
-
286,565
-
(37,346)
249,219
24/02/2023
14/10/2027
-
76,098
-
-
76,098
1,692,681
362,663
(677,590)
(224,071)
1,153,683
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 3.5 years (30
June 2023: 3.27 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:
Share price
Dividend
Risk-free
Fair value
Grant date
Expiry date
at grant date
yield
interest rate
at grant date
15/11/2023
15/11/2028
$2.1800
7.80%
4.00%
$1.723
Expenses arising from share-based payment transactions
Group
2024
2023
$
$
Performance rights
(670,364)
586,284
Note 41. Events after the reporting period
Apart from the dividend declared as disclosed in note 27, no other matter or circumstance has arisen since 30 June 2024 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.
Big River Industries Limited
Consolidated entity disclosure statement
As at 30 June 2024
67
Place formed /
Country of
Ownership
interest
Entity name
Entity type
incorporation
% Tax residency
Big River Group Pty Ltd
Body corporate
Australia
100.00% Australian
Big River Group (NZ) Limited*
Body corporate
New Zealand
100.00% Australian
Plytech International Limited*
Body corporate
New Zealand
100.00% Australian
Decortech Limited*
Body corporate
New Zealand
100.00% Australian
*
The central management and control of all entities formed and incorporated in New Zealand is in Australia. These entities are considered dual resident for tax purposes, being a resident of both Australia
and New Zealand under the respective domestic tax regime.
Big River Industries Limited
Directors' declaration
30 June 2024
68
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 2024 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;
●
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 37 to the financial statements; and
●
the information disclosed in the attached consolidated entity disclosure statement is true and correct.
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
___________________________
___________________________
Martin Monro
John Lorente
Chair
Managing Director and Chief Executive Officer
21 August 2024
Sydney
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
INDEPENDENT AUDITOR'S REPORT
To the members of Big River Industries Limited
Report on the Audit of the Financial Report
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 2024, 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 report, including material accounting policy information, the consolidated entity
disclosure statement and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
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 Corporations
Act 2001 and the ethical requirements of the Accounting Professional and 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 of 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.
69
Key audit matter
How the matter was addressed in our audit
Purchase price allocation: Acquisition
of SLQ
As disclosed in Note 35 of the financial
report, the Group completed the
acquisition of Specialised Laminators, QLD
(‘SLQ’) during the year ended 30 June
2024.
The accounting for this transaction is
considered a key audit matter due to the
inherent complexity of business
combination accounting and due to the
significant judgements and estimates
undertaken by management, including:
Determination of the fair value of
the consideration transferred,
including elements of contingent
consideration relating to an earn-
out mechanism; and
Determination of the fair value of
the assets and liabilities
acquired, including identifiable
intangible assets and goodwill.
Our audit procedures to address this key audit matter included,
but were not limited to:
Obtaining and reviewing the executed Asset Purchase
Agreement and other key documents, to understand the
key terms and conditions of the transaction.
Reviewing the purchase price allocation report prepared
by management, evaluating the methodology applied in
determining the key elements of the transaction.
Performing an assessment of the fair value of the
consideration transferred, agreeing to relevant supporting
information and challenging key assumptions applied in
determining the fair value of the consideration
transferred.
Evaluating the fair value of the identifiable assets and
liabilities acquired, agreeing balances recognised at
acquisition date to supporting documentation.
Assessing management’s identification of the identifiable
intangible assets acquired and the valuation of the
acquired assets, including:
Evaluating the methodology applied by management
in determining the fair value of the assets acquired.
Reviewing and challenging the key assumptions
applied in deriving the fair value of the assets and
liabilities.
Engaging our internal valuation experts to assess the
reasonableness of the methodology and key assumptions
applied in management’s purchase price allocation.
Reviewing the allocation of the purchase price across the
identifiable assets and liabilities of the businesses,
ensuring any excess consideration is recognised as
goodwill on acquisition.
Ensuring the disclosures within the financial report are
adequate in accordance with the requirements within
AASB 3 Business Combinations.
70
Key audit matter
How the matter was addressed in our audit
Existence and completeness of
inventories
As disclosed in Note 11 of the financial
report, the Group holds inventories of
$72.5m (net of the provision for
obsolescence) in the statement of
financial position as at 30 June 2024.
The Group’s inventory consists of a high
volume of items that are dispersed
throughout the various branch locations
across Australia and New Zealand.
The Group conducts rolling and annual
stocktakes throughout the year and
around period end, across the various
retail and manufacturing locations in the
group to assess the completeness and
existence of stock on hand.
Assessing the completeness and existence
of inventory was determined to be a key
audit matter due to the material nature of
the balance and the extent of auditor
effort to address the audit of the balance.
Our audit procedures to address this key audit matter included,
but were not limited to:
Obtaining an understanding of the Group’s processes and
controls around stock takes and evaluating the
appropriateness of these procedures and controls.
Attending a selection of stocktakes throughout the period
and around period end, across various locations within the
Group’s operations.
Observing the performance of stocktakes at the various
locations noted above, ensuring that controls in place
around the performance of the counts and the oversight
and approval of count results are operating effectively as
intended.
Performing test counts on a sample of items at each
location to ensure the accuracy of the count performed
by management and that count results were appropriately
reflected in the inventory system.
Reconciling the balance per the inventory system to the
balance in the general ledger at 30 June 2024.
Other information
The directors are responsible for the other information. The other information comprises the
information contained in the Directors’ report, Corporate Directory and Shareholder Information for
the year ended 30 June 2024, which we obtained prior to the date of this auditor’s report, but does not
include the financial report and our auditor’s report thereon, as well as the Chairman and Managing
Director’s report, 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 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.
71
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, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the directors and will request
that it is corrected. If it is not corrected, we will seek to have the matter appropriately brought to the
attention of users for whom our report is prepared.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a) the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i)
the financial report that gives a true and fair view and is free from material misstatement,
whether due to fraud or error; and
ii)
the consolidated entity disclosure statement that is true and correct and is free of 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.
Other matter
The financial report of Big River Industries Limited, for the year ended 30 June 2023 was audited by
another auditor who expressed an unmodified opinion on that report on 23 August 2023.
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.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
72
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 9 to 16 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Big River Industries Limited, for the year ended 30 June
2024, 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.
BDO Audit Pty Ltd
Ryan Pollett
Director
Sydney, 21 August 2024
73
Big River Industries Limited
Shareholder information
30 June 2024
74
The shareholder information set out below was applicable as at 6 August 2024.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Ordinary shares
% of total
Number
shares
of holders
issued
1 to 1,000
463
0.27
1,001 to 5,000
525
1.75
5,001 to 10,000
215
1.99
10,001 to 100,000
255
8.92
100,001 and over
36
87.07
1,494
100.00
Holding less than a marketable parcel
151
0.03
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Ordinary shares
% of total
shares
Number held
issued
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
29,996,261
35.14
ANACACIA PARTNERSHIP II LP
12,513,329
14.66
PANTHEON GLOBAL CO-INVESTMENT OPPORTUNITIES FUND I I LP
5,575,383
6.53
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
5,525,165
6.47
PANTHEON INTERNATIONAL PLC
3,072,717
3.60
PANTHEON GLOBAL CO-INVESTMENT OPPORTUNITIES FUND III LP
2,794,643
3.27
GRANJE PTY LTD (PARSONSON FAMILY A/C)
2,212,677
2.59
ANACACIA PTY LTD (WATTLE FUND)
1,948,292
2.28
SAID BUILDING PRODUCTS GROUP PTY LTD
984,122
1.15
DENIS WILLIAM JAGGAR & CHRISTINE PAULA JAGGAR (NIKAU POINT)
901,632
1.06
PAUL HARVEY WEBBER & SUSAN MARGARET WEBBER (CADENZA)
901,632
1.06
IAIN OWUSU ANASH AGYEMAN (AGYEMAN FAMILY)
740,741
0.87
PANTHEON MULTI STRATEGY CO-INVESTMENT PROGRAM 2014
674,331
0.79
GROZN PTY LTD (NICK GROZDANOV INVEST A/C)
496,992
0.58
PANTHEON ASIA FUND VI LP
396,254
0.46
CITICORP NOMINEES PTY LIMITED
347,008
0.41
GROZS PTY LTD (STEVE GROZDANOV INVEST A/C)
319,205
0.37
SANDHURST TRUSTEES LTD (CYAN C3G FUND A/C)
285,714
0.33
RUBENSAM PTY LTD (THE RUBENSAM FAMILY)
248,033
0.29
VESKAY PTY LTD (VESKAY SUPER FUND A/C)
220,000
0.26
70,154,131
82.17
Big River Industries Limited
Shareholder information
30 June 2024
75
Unquoted equity securities
Number
Number
on issue
of holders
Performance rights
1,057,420
14
Substantial holders
Substantial holders in the Company are set out below:
Ordinary shares
% of total
shares
Number held
issued
NAOS ASSET MANAGEMENT
29,094,920
34.08
ANACACIA PARTNERSHIP II LP
26,974,949
31.60
Voting rights
The voting rights attached to ordinary shares are set out below:
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.
Big River Industries Limited
Corporate directory
30 June 2024
76
Directors
John Lorente
Martin Monro
Martin Kaplan
Vicky Papachristos
Brendan York
Brad Soller
Company secretary
John O'Connor
Registered office
Trenayr Road
Junction Hill NSW 2460
Tel: 02 6644 0900
Share register
Link Market Services Limited
Level 12
680 George Street
Sydney NSW 2000
Tel: 1300 554 474
Auditor
BDO Audit Pty Ltd
Level 11
1 Margaret Street
Sydney NSW 2000
Solicitors
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