T: (08) 9323 3300 | F: (08) 9202 1106 | info@fleetwood.com.au | ABN 69 009 205 261
21 Regal Place, East Perth WA 6004
www.fleetwoodcorporation.com.au
ANNUAL
REPORT
2016
CONTENTS
Corporate Directory .......................................... 2
Fleetwood Divisions .......................................... 3
5 Year Summary .................................................... 4
Board of Directors
& Executive Officers .......................................... 5
Managing Director’s Review ....................... 6
Financial Report 2016 ....................................... 8
Directors’ Report ............................................... 44
Directors’ Declaration ................................... 57
Auditor’s Independence
Declaration ............................................................ 58
Auditor’s Report................................................. 59
ASX Additional Information ...................... 61
CORPORATE
DIRECTORY
DELIVERING THE PROMISE
OUR OBJECTIVE
To outperform financially by
providing genuine value
OUR BELIEFS
We:
want to do business
build strong relationships in which each party wins
expect all parties to make and honour
their commitments
value the support of our shareholders,
clients and suppliers
OUR COMMITMENT
We will:
act with honesty and integrity
provide a safe and healthy workplace
operate in an environmentally responsible manner
develop and reward our people for their creativity
and dedication
deal with people in a concerned
and professional way
find better ways to do things
always hold ourselves accountable for
‘Delivering the Promise’
DIRECTORS
Phillip Campbell
Brad Denison
Michael Hardy
Greg Tate
COMPANY SECRETARY
Yanya O’Hara
AUDITOR
Grant Thornton
BANKER
Westpac Banking Corporation
REGISTERED OFFICE &
PRINCIPAL PLACE OF
BUSINESS
21 Regal Place
East Perth, WA 6004
T: (08) 9323 3300
F: (08) 9202 1106
E: info@fleetwood.com.au
SHARE REGISTRY
Computershare
Level 11
172 St Georges Terrace
Perth, WA 6000
T: (08) 9323 2000
F: (08) 9323 2033
E: www.investorcentre.com/contact
2
ACCOMMODATION DIVISION
MANUFACTURED ACCOMMODATION
VILLAGE OPERATIONS
Design, manufacture and supply of accommodation
for the affordable housing, education and commercial
markets.
Operation of accommodation villages - Searipple in
Karratha and Osprey in South Hedland.
RECREATIONAL VEHICLES DIVISION
PARTS AND ACCESSORIES
RECREATIONAL VEHICLES
Manufacture and distribution of recreational and
commercial vehicle parts and accessories.
Manufacture of caravans and vehicle parts and
accessories.
3
FIVE YEAR SUMMARY
$ million (unless stated)
2016
2015
2014
2013
2012
Revenue
287.3
272.8
366.5
333.9
382.6
Earnings before interest, tax, depreciation, amortisation and
impairment (EBITDA before impairment)
10.0
17.8
28.2
40.5
94.2
EBITDA margin
3.5%
6.5%
7.7%
12.1%
5.2%
9.3
0.7
(9.6)
12.3
17.6
16.1
14.9
5.5
2.3
10.6
24.5
5.6
24.5
4.9
4.9
-3.4%
0.8%
1.5%
7.3%
1.3%
3.7
(2.4)
(13.4)
(11.0)
-2.6
4.0
(0.0)
(1.6)
(1.6)
1.2
(18.1)
(2.6)
0.0
0.0
2.2
2.8
3.4
0.6
2.5
0.9
4.0
1.3
6.6
23.2
16.6
19.3
27.8
30.0
0.8
0.7
0.9
0.2
6.4
0.9
76.0
238.6
327.7
321.8
312.6
289.8
(3.1)
55.9
56.0
32.0
(16.5)
186.3
214.0
214.4
214.1
231.2
-2%
67.0
61.0
29%
42.2
61.0
29%
30.9
60.6
21%
25.4
60.5
0%
77.3
59.2
Depreciation and amortisation
Earnings before interest, tax and impairment
(EBIT before impairment)
Earnings before interest and tax (EBIT)
EBIT margin
Finance costs
Income tax (benefit) expense
Operating (loss) profit before income tax
Operating (loss) profit after tax
Interest cover (times)
Earnings per share (cents)
Dividends per share (cents)
Assets
Net (cash) debt
Shareholders funds
Debt / Shareholders funds %
Cash flows from operations
Number of shares on issue (million)
All numbers exclude discontinued operations
4
BOARD OF DIRECTORS
& EXECUTIVE OFFICERS
1 PHILLIP CAMPBELL
Non-Executive Director, Chairman
Engineer, Technical Sales & Marketing, BE, GAICD
Age 64 lives in Melbourne
Phillip was appointed to the board in August 2016. His business career spans
35 years and includes national and international postings across a range of industries
including resources, construction, manufacturing, food, and engineering services.
Phillip has previously been a director of Pearl Street Limited, HRL Limited and
Chairman of Farm Pride Foods Limited. He is currently a director and advisor to a
number of unlisted public, private and not-for-profit organisations across Australia
including Fodder King Limited.
2 BRAD DENISON
Managing Director
Fellow Certified Practising Accountant, B Comm
Age 44 lives in Perth
Brad was appointed Managing Director in August 2014. Prior to this, Brad was Chief
Financial Officer and Company Secretary for 12 years. Before joining Fleetwood, Brad
was employed in senior public company finance roles.
3 MICHAEL HARDY
Non-Executive Director, Chairman of Remuneration and Audit Committees
Barrister & Solicitor, B Juris LLB, BA
Age 63 lives in Perth
Michael has been a director of the company since 2004, and chair of the board
from 2007 until 2016. Michael is a barrister and solicitor who has practised in Perth as
a principal in the national firm, Clayton Utz, the boutique firm, Hardy Bowen and as a
sole practitioner in the areas of commercial, property, corporate and administrative
law. Michael is also a director of WA Country Health Services and an acting specialist
member of the WA Development Assessment panels.
4 GREG TATE
Non-Executive Director
Chartered Accountant, B Comm
Age 64 lives in Perth
Greg was appointed a Non-Executive Director during listing of the company in
1987 and became Managing Director in 1990. He relinquished this role to become
Executive Director of Operations in 2007. Greg retired from his executive position
in December 2010. Prior to joining Fleetwood he founded a chartered accountancy
practice after being employed in Australia and the USA by Deloitte.
5 YANYA O’HARA
Company Secretary
Barrister & Solicitor, LL B (Hon), LL M
Yanya was appointed as Company Secretary on 1 August 2014. Prior to this, Yanya
was employed by the Company for three years as Assistant Company Secretary.
Prior to joining Fleetwood, Yanya practiced as a corporate attorney in New York and
as barrister and solicitor in Perth.
1
2
3
4
5
5
MANAGING DIRECTOR’S REVIEW
REVIEW OF OPERATIONS
The 2016 financial year saw the company’s statutory profit impacted by asset impairment and discontinuation of the
company’s mining rental business.
Since the downturn in mining related construction, demand for rental accommodation has been gradually decreasing.
This ultimately resulted in Fleetwood’s mining rental business generating an operating loss after tax of $2.8m in 2016.
In addition to this, as operators in the industry have sold excess stock into the second hand market, values achievable
for second hand units have decreased, most notably during the six months to 30 June 2016. As a result, the company
has booked a pre-tax impairment charge of $19.7m against these assets.
Fleetwood’s mining rental business was discontinued in 2016. Accordingly the loss from the discontinued operation
of $16.9m has been disclosed separately to results from continuing operations in the profit and loss statement.
Other impairment charges during the year were related to intangible assets in Fleetwoood’s parts and accessories
business.
With the effect of these adjustments excluded, the company generated earnings before interest and tax of $0.7m
from operations that will continue into the future.
The company reported a net cash position of $3m at 30 June 2016, compared to $56m of net debt at the previous
year end.
RV MANUFACTURING
Since the global financial crisis heavily impacted the recreational
vehicles industry in 2009, Fleetwood RV has been significantly
restructured.
This included consolidating manufacturing into a single facility,
updating the company’s product range and expanding the dealer
network.
$ million
2016
2015 % change
Revenue
29.6
34.0
-13.0%
Operating EBIT
- 8.1
- 7.6*
-6.5%
*Excludes impairment charge of $3.2m in 2015.
The new product range was demonstrated to consumers at major capital city caravan and camping shows between
February and June 2016. The effect has been a substantial increase in the order book and production run rates are
now being increased to meet the demand.
The dealer network is also being expanded. Two new dealers have been appointed in New South Wales and an
additional dealer has been appointed in Victoria.
While this is very encouraging it is not expected that the business will return to profitability during the first half of the
2017 financial year. However given how orders are trending, the board has confidence in the direction the business
is taking.
PARTS AND ACCESSORIES
Fleetwood’s parts and accessories segment is comprised of Camec
which is a major supplier of components to the RV industry and
Flexiglass which supplies fibreglass canopies and aluminium trays
for utility vehicles.
$ million
2016
2015 % change
Revenue
82.1
78.2
5.0%
Operating EBIT
0.9*
0.6
46.7%
In the last three years, Flexiglass’ operations have been restructured,
resulting in the cessation of manufacturing in Australia and the
commencement of supply from Thailand, where nine of the eleven global top selling utility vehicles are manufactured.
*Excludes impairment charge of $10.3m in 2016.
The directors have taken the conservative approach of recognising an impairment charge against the goodwill in
Flexiglass, however notwithstanding this revenue and earnings are expected to gradually improve.
Camec experienced significant pressure from overseas competitors throughout the recent period where AUD/US
exchange rates were above parity, however the effect of this is now abating and Camec is expected to see an
improved trading result in 2017.
6
MANUFACTURED ACCOMMODATION
Following the downturn in the mining industry, Fleetwood’s key
strategy in the manufactured accommodation segment has been to
increase the company’s involvement in the affordable housing and
education sectors.
$ million
2016
2015 % change
Revenue
142.5
116.4
22.4%
Operating EBIT
3.6
-3.6
198.3%
Fleetwood has supply agreements with the two largest operators in the Australian manufactured affordable housing
industry, which are Gateway Lifestyle who are developing manufactured home estates throughout Queensland
and New South Wales, and National Lifestyle Villages who develop and operate manufactured housing estates in
Western Australia.
The agreement with National Lifestyle Villages which was executed in June 2016 will contribute volume to Fleetwood’s
Western Australian manufactured accommodation business over its initial five year term. The agreement is an
important milestone for the WA business which has been significantly restructured since the downturn in the mining
industry.
Fleetwood’s agreement with the Victorian Education Department to build new classrooms and relocate existing
classrooms provides a significant income stream for the group. Strong demand was also seen in other states during
2016. Demand is expected to moderate in 2017, however it will continue to be a strong contributor to Fleetwood’s
overall earnings.
VILLAGE OPERATIONS
In February 2015 Fleetwood entered into an agreement with Rio
Tinto to accommodate up to 804 workers at Searipple Village in
Karratha. This agreement saw the village return to profitability
in 2015 and 2016 and Searipple will continue to contribute future
earnings.
$ million
2016
2015 % change
Revenue
33.0
34.7
-4.9%
Operating EBIT
7.9
8.9*
-11.2%
* Excludes one-off adjustment related to the
capital value of Osprey Village of $9.4m.
In July 2015 Fleetwood reached agreement with the West Australian
Government in respect of the sale of Osprey Village in Port Hedland. The sale agreement provides Fleetwood with
the right to continue to manage the village for a term of fourteen years. Sale proceeds from the transaction of $62.2m
were used to eliminate debt.
While the downturn in the mining sector has seen demand for worker accommodation reduce, the income streams
from Searipple and Osprey are underpinned by blue chip customers and provide strong cash flows for the company.
DIVIDENDS
A final dividend has not been declared, however the outlook is improving and the directors intend to resume the
payment of dividends as soon as practicable. The company has a significant franking account balance to support this.
BOARD CHANGES
As announced on 12 August, following an extensive independent search process Phillip Campbell has been appointed
Chairman of Fleetwood.
After three years with Fleetwood, John Bond resigned as non-executive director on 24 August 2016.
Any further changes the board considers necessary will be the subject of independent external advice.
FLEETWOOD PEOPLE
2016 has been another challenging year for Fleetwood. Difficult trading conditions in some areas and taking
advantage of new markets required our people to extend themselves. On behalf of the directors, I sincerely thank
our people for rising to meet these challenges.
7
Consolidated statement of profit or loss
and other comprehensive income
Fleetwood Corporation Limited
Year ended 30 June 2016
Continuing operations
Sales revenue
Other income
Materials used
Sub-contract costs
Employee benefits
Operating leases
Impairment of non-current assets
Other expenses
(Loss) Profit before interest, tax, depreciation and amortisation (EBITDA)
Depreciation and amortisation
(Loss) Profit before interest and tax (EBIT)
Finance costs
Loss before incom e tax expense
Income tax benefit
Loss from continuing operations
(Loss) Profit from discontinued operation
(Loss) Profit for the year
Other com prehensive incom e (loss)
Items that may subsequently be reclassified to profit or loss
Net exchange difference relating to foreign controlled entities (net of tax)
Total com prehensive (loss) incom e for the year
Earnings per share from continuing and discontinued operations
Basic earnings per share (cents)
Diluted earnings per share (cents)
Earnings per share from continuing operations
Basic earnings per share (cents)
Diluted earnings per share (cents)
To be read in conjunction with the accompanying notes.
N o t e
2
2
2016
$ '000
2015
$ '000
287,062
272,821
195
(65)
(110,382)
(95,915)
(75,311)
(68,181)
(56,092)
(58,212)
(10,059)
(10,542)
14, 15
(10,312)
(3,177)
(25,444)
(22,096)
(343)
14,633
(9,305)
(12,318)
(9,648)
(3,733)
(13,381)
2,362
(11,019)
(16,985)
(28,004)
13
(27,991)
(45.9)
(45.8)
(18.1)
(18.0)
2,315
(3,959)
(1,644)
44
(1,600)
1,776
176
(38)
138
0.3
0.3
(2.6)
(2.6)
3
3
4
34
25
24
7
7
7
7
8
Consolidated statement of financial position
Fleetwood Corporation Limited
As at 30 June 2016
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Non-current assets held for sale
Total current assets
Non-current assets
Trade and other receivables
Property, plant and equipment
Goodwill
Intangible assets
Deferred tax assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Interest bearing liabilities
Tax liabilities
Provisions
Other financial liabilities
Total current liabilities
Non-current liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained earnings
Total equity
To be read in conjunction with the accompanying notes.
Note
8
9
10
11
12
9
13
14
15
4
16
18
17
21
17
23
24
25
2016
$ '000
6,116
40,628
49,291
-
25,839
2015
$ '000
6,634
96,197
45,246
206
-
121,874
148,283
427
45,836
55,230
1,120
14,121
-
107,676
61,761
5,166
4,822
116,734
179,425
238,608
327,708
42,247
3,000
-
5,556
301
43,672
62,500
959
5,605
-
51,104
112,736
1,177
1,177
971
971
52,281
113,707
186,327
214,001
195,079
194,762
(244)
(8,508)
(257)
19,496
186,327
214,001
9
Consolidated statement of changes in equity
Fleetwood Corporation Limited
Year ended 30 June 2016
Balance 1 July 2014
Profit for the year
Exchange differences arising on translation of foreign operations
Total comprehensive income for the year
Dividends paid
Share-based payments
Balance at 30 June 2015
Loss for the year
Exchange differences arising on translation of foreign operations
Total comprehensive income for the year
Share-based payments
Balance at 30 June 2016
To be read in conjunction with the accompanying notes.
Foreign
currency
translation
reserve
$ '000
Issued
capital
$ '000
Retained
earnings
$ '000
Total
$ '000
194,096
(219)
20,532
214,409
-
-
-
198
468
-
(38)
(38)
-
-
176
-
176
176
(38)
138
(1,212)
(1,014)
-
468
194,762
(257)
19,496
214,001
-
-
-
317
-
13
13
-
(28,004)
(28,004)
-
13
(28,004)
(27,991)
-
317
195,079
(244)
(8,508)
186,327
10
Consolidated statement of cash flows
Fleetwood Corporation Limited
Year ended 30 June 2016
Cash flows from operating activities
Receipts in the course of operations
Payments in the course of operations
Interest received
Income taxes paid
Finance costs paid
Note
9
2016
$ '000
2015
$ '000
384,750
(313,528)
327,500
(281,320)
290
(617)
(3,918)
75
(129)
(3,959)
Net cash provided by operating activities
29.1
66,977
42,167
Cash flows from investing activities
Acquisition of property, plant and equipment
Proceeds from sale of non-current assets
Payment for acquisition of subsidiary
Payment for intangible assets
Net cash used in investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayment of borrowings
Dividends paid
Net cash used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effect of exchange rate changes on the balance of cash held in foreign currencies
Cash and cash equivalents at the end of the financial year
8
To be read in conjunction with the accompanying notes.
(7,972)
(33,556)
436
-
(484)
120
(4,915)
(2,653)
(8,020)
(41,004)
85,000
(144,500)
-
(59,500)
(543)
6,634
25
6,116
56,989
(56,900)
(1,014)
(925)
238
6,405
(9)
6,634
11
Notes to the financial statements
Fleetwood Corporation Limited
Year ended 30 June 2016
1 Statement of significant accounting policies
The significant policies which have been adopted in the preparation of this financial report are:
1.1 Statement of compliance
The financial report is a general purpose financial report which has been prepared in accordance with the Corporations Act 2001 (Cth),
Accounting Standards and Interpretations, and complies with other requirements of the law. Compliance with Australian Accounting
Standards ensures the consolidated financial statements and notes of the consolidated entity comply with International Financial
Reporting Standards. The Company is a for profit entity and the financial statements comprise the consolidated financial statements of
the Group.
The financial statements were authorised for issue by the directors on 30 September 2016.
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board
(AASB) that are relevant to its operations and effective for the current annual reporting period. Adoption of these standards has had no
effect on the amounts reported for the current or prior period.
At the date of authorisation of the financial statements, the following applicable standards and interpretations have been issued but are
not yet effective:
Standard
AASB 9 ‘Financial Instruments’, and the relevant amending standards
Effective for
reporting periods
beginning on or
after:
Expected to
be applied in
the year
ending:
1 January 2018
30 June 2019
AASB 15 ‘Revenue from Contracts with Customers’
1 January 2017
30 June 2018
AASB 16 ‘Leases’
AASB 2014-3 ‘Amendments to Australian Accounting Standards – Accounting for
Acquisitions of Interests in Joint Operations’
AASB 2014-4 ‘Amendments to Australian Accounting Standards – Clarification of
Acceptable Methods of Depreciation and Amortisation’
1 January 2019
30 June 2020
1 January 2016
30 June 2017
1 January 2016
30 June 2017
AASB 2014-5 ‘Amendments to Australian Accounting Standards arising from AASB 15’
1 January 2018
30 June 2019
AASB 2014-7 ‘Amendments to Australian Accounting Standards arising from AASB 9’
1 January 2018
30 June 2019
AASB 2014-9 ‘Amendments to Australian Accounting Standards – Equity Method in
Separate Financial Statements’
1 January 2016
30 June 2017
AASB 2014-10 ‘Amendments to Australian Accounting Standards – Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture’
1 January 2016
30 June 2017
AASB 2015-1 ‘Amendments to Australian Accounting Standards – Annual Improvements
to Australian Accounting Standards 2012-2014 Cycle’
1 January 2016
30 June 2017
AASB 2015-2 ‘Amendments to Australian Accounting Standards – Disclosure Initiative:
Amendments to AASB 101’
1 January 2016
30 June 2017
AASB 2015-5 ‘Amendments to Australian Accounting Standards – Investment Entities:
Applying the Consolidation Exception’
1 January 2016
30 June 2017
AASB 2015-6 ‘Amendments to Australian Accounting Standards – Extending Related Party
Disclosures to Not-for-Profit Public Sector Entities’;
1 July 2016
30 June 2017
AASB 2015-7 ‘Amendments to Australian Accounting Standards – Fair Value Disclosures
of Not-for-Profit Public Sector Entities’
1 July 2016
30 June 2017
AASB 2015-8 ‘Amendments to Australian Accounting Standards – Effective Date of AASB
15’
1 January 2017
30 June 2018
AASB 2015-9 ‘Amendments to Australian Accounting Standards – Scope and Application
Paragraphs’
1 January 2016
30 June 2017
AASB 2015-8 ‘Amendments to Australian Accounting Standards – Effective Date of
Amendments to AASB 10 and AASB 128’
1 January 2016
30 June 2017
AASB 2016-1 ‘Amendments to Australian Accounting Standards – Recognition of Deferred
Tax Assets for Unrealised Losses’
1 January 2017
30 June 2018
AASB 2016-1 ‘Amendments to Australian Accounting Standards – Disclosure Initiative:
Amendments to AASB 107’
1 January 2017
30 June 2018
12
The Group is yet to undertake a detailed assessment of the impact of AASB 15 and AASB 9.
Management are in the process of determining the potential impact of the initial application of the Standards and Interpretations. These
Standards and Interpretations will be first applied in the financial report of the Group that relates to the annual reporting period
beginning on or after the effective date of each pronouncement.
1.2 Basis of preparation
The financial report has been prepared on the basis of historical costs, except for certain non-current assets and financial instruments
that are measured at revalued amounts or fair values, as explained in the accounting policies below. Cost is generally based on the fair
values of the consideration given in exchange for assets. Fair value is 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, regardless of whether that price is
directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes
into account the characteristics of the asset or liability market participants would take those characteristics into account when pricing the
asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial
statements is determined on such a basis, except for share-based payment transactions that are within the scope of AASB 2, leasing
transactions that are within the scope of AASB 117, and measurements that have some similarities to fair value but are not fair value,
such as net realisable value in AASB 2 or value in use in AASB 136. Accounting policies have been consistently applied and except
where there are changes in accounting policy, are consistent with those of the previous year. All amounts are presented in Australian
Dollars unless otherwise noted.
The Company has applied the relief available to it under ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument
2016 / 191 and accordingly, amounts in the financial statements and directors’ report have been rounded to the nearest $1,000, or in
certain cases, the nearest dollar.
1.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its
subsidiaries). Control is achieved when the Company has power over the investee, is exposed, or has rights, to variable returns from its
involvement with the investee, and has the ability to use its power to affect its returns. The Company reassesses whether or not it
controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are
sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant
facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including
the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders, potential
voting rights held by the Company, other vote holders or other parties, rights arising from other contractual arrangements, and any
additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant
activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.
Income and expense of subsidiaries acquired or disposed of during the year are included in the consolidated statement of profit or loss
and other comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total
comprehensive income of subsidiaries is attributed to the owners of the Company even if this results in the non-controlling interests
having a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those
used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
When the Group loses control of a subsidiary, a gain or loss is recognised in the profit or loss and is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous
carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the
subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other
comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and
accumulated in equity are accounted for as if the Group had directly disposed of the relevant assets (i.e. reclassified to profit or loss or
transferred directly to retained earnings as specified by applicable Standards). The fair value of any investment retained in the former
subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139
‘Financial Instruments: Recognition and Measurement’ or, when applicable, the cost on initial recognition of an investment in an
associate.
1.4 Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is
measured at fair value which is calculated as the sum at the acquisition-date of the fair values of assets transferred by the Company,
liabilities incurred by the Company to the former owners of the acquiree and the equity instruments issued by the Company in exchange
for control of the acquiree. Acquisition related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that deferred
tax assets or liabilities or assets related to employment benefit arrangements are recognised and measured in accordance with AASB
112 ‘Income Taxes’ and AASB 119 ‘Employee Benefits’ respectively.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the
acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition date
amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition date amounts
of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is
recognised immediately in profit or loss as a bargain purchase gain.
13
1.5 Revenue recognition
Revenue is recognised at the fair value of consideration received or receivable net of goods and services tax (GST).
Sale of goods
Revenue from the sale of goods is recognised when the goods are delivered and titles have passed, at which time all the following
conditions are satisfied:
the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective
control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Construction contracts
When the stage of completion can be reliably measured, revenue is recognised in proportion to the stage of completion of the contract.
The stage of completion is measured based on the proportion of costs incurred for work performed to date relative to the estimated total
contract cost. Variations in contract work, claims and incentive payments are included to the extent that the amount can be reliably
measured and its receipt is considered probable. Where the outcome of a contract cannot be reliably estimated, costs are immediately
recognised as an expense. Where it is probable costs will not be recovered, revenue is only recognised to the extent costs are
recoverable. An expected loss is recognised immediately as an expense.
When costs incurred to date plus recognised profits less recognised losses exceed progress billings, the surplus is shown as amounts
due from customers for contract work. For contracts where progress billings exceed costs incurred to date plus recognised profits less
recognised losses, the surplus is shown as the amounts due to customers for contract work. Amounts received before the related work
is performed are included in the consolidated statement of financial position, as a liability. Amounts billed for work performed but not yet
paid are included in the consolidated statement of financial position as trade and other receivables.
Rental
Rental income is recognised on a straight line basis over the term of the relevant rental contract.
Interest
Interest is recognised on an accrual basis, taking into account the effective yield on the financial asset.
Sale of non-current assets
Gains or losses on sale of non-current assets are included as income or expenses at the date the significant risks and rewards of the
asset pass to the buyer, usually when an unconditional contract of sale is signed. The gain or loss on disposal is calculated as the
difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal.
Dividends
Dividends and distributions from subsidiaries are recognised by the parent entity when they are declared by the subsidiaries. Dividends
received out of pre-acquisition reserves are eliminated against the carrying amount of the investment and not recognised as revenue.
1.6 Foreign currency
Functional currency
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the
entity operates (its functional currency). The results and financial position of each group entity are expressed in Australian Dollars (‘$’),
which is the functional currency of the Company and the presentation currency for the consolidated financial statements.
Transactions
Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the transactions.
Amounts receivable and payable in foreign currencies at balance date are translated at the rate of exchange ruling on that date.
Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account as exchange gains or
losses in the statement of comprehensive income in the financial year in which they arose.
Translation of controlled foreign operations
The assets and liabilities of foreign operations, including subsidiaries, are translated at the rates of exchange ruling at balance date.
Equity items are translated at historical rates. Exchange differences arising from translation are taken directly to the foreign currency
reserve until disposal or partial disposal of the operations. Income and expense items are translated at the average exchange rates for
the period. Exchange differences are recognised in other comprehensive income and accumulated in equity.
1.7 Goods and services tax
Revenues, expenses and assets are recognised net of goods and services tax (GST), except where the amount of GST incurred is not
recoverable from the taxation authority. In these circumstances, GST is recognised as part of the cost of acquisition of the asset or as
part of an item of expense.
Receivables and payables are stated with the amount of GST included. The net GST recoverable from, or payable to, the taxation
authority is included as a current asset or liability in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and
financing activities, which are recoverable from, or payable to, the taxation authority are classified as operating cash flows.
1.8 Taxation
Current tax
Current tax is calculated by reference to the amount of income tax payable or recoverable in respect of the taxable profit or loss for the
period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Current tax
for current and prior periods is recognised as a liability or asset to the extent that it is unpaid or refundable.
Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income
because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible.
14
Deferred tax
Deferred tax is accounted for using the comprehensive statement of financial position liability method in respect of temporary
differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those
items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent
that it is probable that a sufficient taxable amount will be available against which deductible temporary differences or unused tax losses
and tax offsets can be utilised. Deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial
recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor
accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable differences arising from goodwill.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and
interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences
associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable
profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the assets and the
liabilities giving rise to them are realised or settled, based on tax rates and tax laws that have been enacted or substantively enacted by
the reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the
manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and
liabilities.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities
are offset when they relate to income taxes levied by the same taxation authority and the company/consolidated entity intends to settle
its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in the statement of comprehensive income, except when it relates to
items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the
initial accounting for a business combination, in which case it is taken into account in the determination of goodwill.
1.9 Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily
convertible to known amounts of cash, which are subject to an insignificant risk of changes in fair value and have a maturity of three
months or less at the date of acquisition.
1.10 Acquisition of assets
All assets including property, plant and equipment and intangibles are initially recorded at their cost at the date of acquisition, being the
fair value of the consideration provided plus incidental costs directly attributable to the acquisition. The costs of assets constructed or
internally generated by the consolidated entity, other than goodwill, include the cost of materials, direct labour, directly attributable
overheads and other incidental costs.
Expenditure, including that on internally generated assets other than development costs, is only recognised as an asset when it is
probable that future economic benefits will eventuate and the costs can be measured reliably. Costs attributable to feasibility and
alternative approach assessments are expensed as incurred.
Costs incurred on assets subsequent to initial acquisition are capitalised when it is probable future economic benefits will flow to the
consolidated entity. Costs that do not meet the criteria for capitalisation are expensed as incurred.
1.11 Non-current assets held for sale
Non-current assets classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Non-
current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through
continuing use. This condition is only met when the sale is highly probable and the asset is available for immediate sale in its present
condition and the sale is expected to be completed within one year from the date of classification.
1.12 Receivables
Trade debtors are recorded at amortised cost less impairment. The collectability of debts is assessed at year-end and a provision is
made for any doubtful debts. Changes in the carrying amount of the allowance are recognised in profit or loss.
1.13 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost is determined using standard cost and for work in progress
includes an appropriate share of both variable and fixed costs. Net realisable value represents the estimated selling prices for the
inventories less all estimated costs of completion and costs necessary to make the sale.
1.14 Impairment of assets other than goodwill
At each reporting date, the carrying amounts of tangible and intangible assets are reviewed to determine whether there is any indication
those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of any impairment loss. Where the asset does not generate cash flows that are independent from other assets,
the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets with
indefinite useful lives and intangible assets not yet available for use are tested for impairment annually and whenever there is an
indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable
amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-
generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the
relevant asset is carried at fair value through equity, in which case the impairment loss is treated as a revaluation decrease.
15
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised
estimate of its recoverable amount, but only to the extent the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of
an impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value through equity, in which
case the reversal of the impairment loss is treated as a revaluation increase.
1.15 Leases
Payments made under operating leases are expensed on a straight-line basis over the term of the lease, except where an alternative
basis is more representative of the pattern of benefits to be derived from the leased property.
1.16 Property, plant and equipment
Each class of property, plant and equipment is stated at historical cost less, where applicable, any accumulated depreciation and
impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Property in the course of construction for production, supply or administrative purposes, or for purposes not yet determined, are carried
at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised in
accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences
when the assets are ready for their intended use.
Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction)
less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and
depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis. Freehold land is not depreciated.
The cost of self-constructed assets includes the cost of materials and direct labour and any other costs attributable to bringing an asset
to a working condition ready for its intended use.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from
the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is
determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
1.17 Depreciation and amortisation
All non-financial assets of the entity (except land) have limited useful lives and are depreciated/amortised using the straight-line method
over their estimated useful lives to their estimated residual values. Assets are depreciated or amortised from the time an asset is ready
for use.
Depreciation and amortisation rates and methods and residual values are reviewed annually for appropriateness. When changes are
made adjustments are reflected in current and future periods only. Depreciation and amortisation are expensed, except to the extent
they are included in the carrying amount of another asset as an allocation of production overheads.
Depreciation/amortisation rates used for each class of asset are as follows:
Buildings
Leasehold property and improvements
Plant and equipment
1.18 Goodwill
2016
2.5%
2015
2.5%
2% - 25%
2% - 25%
2.5% - 50%
2.5% - 50%
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating
units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the
unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or
loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss
on disposal.
1.19 Intangibles
Product development costs
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An intangible asset arising from product development (or from the development phase of an internal project) is recognised if the
following are demonstrated:
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset; and
the expenditure attributable to the intangible asset during its development can be measured reliably.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the
asset first meets the recognition criteria. Where no internally-generated asset can be recognised, development expenditure is
recognised in profit or loss in the period in which it is incurred.
16
Subsequent to initial recognition, internally generated intangible assets are reported at cost less accumulated amortisation and
accumulated impairment losses and are amortised on a straight-line basis over their useful lives of 2 to 5 years.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or
losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the
carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
1.20 Employee benefits
Wages, salaries, annual and long service leave
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave and sick leave
when it is probable that settlement will be required and they are capable of being measured reliably. Provisions expected to be settled
within 12 months are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions which are not expected to be settled within 12 months are measured as the present value of the estimated future cash flows
to be made in respect of services provided by employees up to the reporting date. The expected future payments incorporate
anticipated future wage and salary levels, experience of employee departures and periods of service, and are discounted at rates
determined by reference to market yields at the end of the reporting period on high quality corporate bonds (2014: government bonds)
that have maturity dates that approximate the timing of the estimated future cash flows. Any re-measurements arising from experience
adjustments and changes in assumptions are recognised in profit or loss in the periods in which the changes occur.
Share based payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity
instruments at the grant date.
The fair value determined at grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the estimate of equity instruments that will eventually vest. At the end of each reporting period, the estimate of the
number of equity instruments expected to vest is reviewed. The impact of the revision is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding adjustment to equity.
Superannuation
Contributions to employee superannuation funds are expensed when the employees have rendered service entitling them to the
contributions.
1.21 Financial liabilities and equity instruments issued by the Group
Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual
arrangement. Equity instruments issued by the Group are recognised at the amount received, net of direct issue costs.
Payables
Liabilities are recognised for amounts to be paid in the future for goods or services received regardless of whether they have been billed
to the consolidated entity. They are initially valued at fair value, net of transaction costs.
Interest bearing liabilities
Bank loans are recognised initially at fair value net of transaction costs. Subsequent to initial recognition, bank loans are measured at
amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit or loss
over the period of the borrowing using the effective interest rate. Interest expense is recognised on an accrual basis.
The Group derecognises liabilities when, the obligations are discharged, cancelled or expire. The difference between the carrying
amount of the liability derecognised and the consideration paid and payable is recognised in profit or loss.
1.22 Comparative information
Comparative information has been restated to account for the impact of the discontinued operation and other reclassifications to bring
them in line with the current year classifications.
1.23 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily
take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the
assets are substantially ready for their intended use or sale.
Income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
1.24 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that
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 end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the
cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the
time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is
recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured
reliably.
1.25 Derivative financial instruments
The Group enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate risk. Further details of
derivative financial instruments are disclosed in notes 11, 21 and 28.
Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to
their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the
17
Revenue from continuing operations comprises:
2 Revenue
Sales revenue
Goods
Construction
Rental
Other income
Interest
Loss on sale of non-current assets
Cost of sales
Depreciation and amortisation of:
buildings
leasehold improvements
plant and equipment
product development
Finance costs:
Bank loans and overdraft
Net bad and doubtful debts
Research and development costs
Superannuation expense
Equity settled share-based payments
2016
$ '000
2015
$ '000
141,493
109,300
36,269
161,174
72,620
39,027
287,062
272,821
290
(95)
195
75
(140)
(65)
287,257
272,756
226,240
202,248
34
1,921
6,602
748
9,305
34
4,149
6,885
1,250
12,318
3,733
3,959
1,192
65
310
4,174
317
11
4,347
468
All non-resource rental fleet units are available for sale and their sale is included in Sales revenue - Goods rather than profit on sale of
non-current assets.
3 Profit before income tax expense
Expenses from continuing operations contain the following items:
derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on
the nature of the hedge relationship.
1.26 Critical accounting judgments and key sources of estimation uncertainty
In the application of accounting policies, management is required to make judgments, estimates and assumptions. The estimates and
associated assumptions are based on experience and other factors that are considered relevant. Actual results may differ from these
estimates.
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting
period, that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Accounting for construction contracts involves the continuous use of assessed estimates based on assumptions consistent
with project scope and schedule, contract and risk management processes. Contracts may span several accounting
periods. Estimates of forecast costs are regularly updated in accordance with the agreed work scope and schedule under the
contract. Forecasts are based on the cost expected to apply when the related activity is undertaken. Contingencies are
included in order to cover the risks in those forecasts. Revenues reflect the price agreed in the contract and variations where
they have been approved or if it is probable they will be approved. Claims are included in contract revenue only where
negotiations have reached an advanced stage such that it is probable that the client will accept the claim and recovery of the
amount involved is probable.
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which
goodwill has been allocated except for where fair value less cost to sell has been applied. The value in use calculation
requires the directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable
discount rate in order to calculate the present value. Details of goodwill and the subsequent testing for impairment are set out
in Note 14. Where the actual future cash flows are less than expected, a material impairment loss may arise.
The Company uses valuation techniques that include inputs that are not based on observable market data to estimate the fair
value of options issued during the year. Note 22 provides information about the key assumptions used in the determination of
the fair value of these options. The Directors believe that the chosen valuation techniques and assumptions used are
appropriate in determining the fair value of the options.
The carrying amount of goodwill at 30 June 2016 was $55.3 million (30 June 2015: $61.8 million) after an impairment loss of
$6.5 million was recognised during 2016 (2015: $2.1 million). Details of the impairment loss calculation including key
assumptions are set out in note 14.
The carrying amount of property, plant and equipment at 30 June 2016 was $45.8 million (30 June 2015: $107.7 million) after
an impairment loss of $19.7 million was recognised during 2016 (2015: $1.3 million) and transfers to non-current assets held
for sale of $25.8 million (2015: nil).
The Company has assessed a vendor financing arrangement between itself, a financial institution and one of its customers as
meeting the derecognition criteria set out in AASB 139. This judgment was made based on elements in the arrangement that
clearly demonstrate that the Company has transferred substantially all the risks and rewards of ownership of the financial
asset. The essential clause in the arrangement that led to this judgment was the zero recourse component on the debt,
whereby upon default of the customer, the Company would not be exposed to refunding amounts received under the
arrangement. Further details are set out in note 9.
1.27 Profit or loss from discontinued operations
A discontinued operation is a component of the Group that has either been disposed of, or is held for sale, and;
represents a separate major line of business or geographical area of operations;
is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or
is a subsidiary acquired exclusively with a view to resale.
Profit or loss from discontinued operations, including prior year components of profit or loss, are presented in a single amount in the
statement of profit or loss and other comprehensive income. This amount, which comprises the post-tax profit or loss of discontinued
operations, is further analysed in Note 34.
General information
Fleetwood Corporation Limited is a public company listed on the Australian Securities Exchange (trading under the symbol ‘FWD’),
incorporated in Australia and operating in Australia and New Zealand.
The registered and business address of the Company is 21 Regal Place, East Perth, Western Australia. The telephone number of the
company is (08) 9323 3300.
Tax consolidation
The Company and its wholly-owned Australian resident entities elected from 1 July 2003 to be taxed as a single entity.
Fleetwood Corporation Limited, as the head entity, and the subsidiaries in the tax consolidated group continue to account for their own
current and deferred tax amounts. The amounts are measured as if each entity continues to be a stand-alone taxpayer in its own right.
The current tax balances are then transferred to the head entity via intercompany balances. The entities within the Group have entered
a tax funding arrangement whereby each subsidiary will compensate the head entity for the amount of tax payable that would be
calculated as if the subsidiary was a tax paying entity.
The method used to calculate current and deferred tax amounts is summarised in Note 1.8.
18
2 Revenue
Revenue from continuing operations comprises:
Sales revenue
Goods
Construction
Rental
Other income
Interest
Loss on sale of non-current assets
2016
$ '000
2015
$ '000
141,493
109,300
36,269
161,174
72,620
39,027
287,062
272,821
290
(95)
195
75
(140)
(65)
287,257
272,756
All non-resource rental fleet units are available for sale and their sale is included in Sales revenue - Goods rather than profit on sale of
non-current assets.
3 Profit before income tax expense
Expenses from continuing operations contain the following items:
Cost of sales
Depreciation and amortisation of:
buildings
leasehold improvements
plant and equipment
product development
Finance costs:
Bank loans and overdraft
Net bad and doubtful debts
Research and development costs
Superannuation expense
Equity settled share-based payments
226,240
202,248
34
1,921
6,602
748
9,305
34
4,149
6,885
1,250
12,318
3,733
3,959
1,192
65
310
4,174
317
11
4,347
468
19
4 Income taxes recognised in profit or loss
Current tax (benefit) expense
Deferred tax expense relating to origination and reversal of temporary differences
(Over) Under provision of income tax in prior year
Continuing operations
Discontinued operations
Reconciliation of income tax expense to the accounting profit
Note
2016
$ '000
2015
$ '000
(1,531)
(398)
(433)
508
(611)
59
(2,362)
(44)
34
(7,279)
761
Loss before tax from continuing operations
(13,381)
(1,644)
The tax rate used for 2016 and 2015 is the corporate tax rate of 30% payable by Australian
corporate entities on taxable profits under Australian tax law.
Income tax expense calculated at 30% (2015: 30%)
(4,014) (493)
Amortisation of leasehold improvements
Effect of lower tax rates on overseas income
Non-deductible expenses
Research & development allowance
Non-assessable amounts
Sundry items
Adjustments relating to income tax in prior year
Deferred tax
Deferred tax relating to:
Property, plant and equipment
Employee provisions
Other provisions
Accruals
Unused tax losses
8
(8)
2,054
(74)
90
15
(1,929)
(433)
(2,362)
8
(14)
769
(313)
(62)
2
(103)
59
(44)
Balance
2014
$ '000
Charged
to income
$ '000
Balance
2015
$ '000
Charged
to income
$ '000
Balance
2016
$ '000
2,126
2,092
26
152
-
4,396
606
(118)
(14)
(48)
-
426
2,733
1,973
12
104
-
4,822
5,515
46
6
97
3,635
9,299
8,248
2,019
18
201
3,635
14,121
The company anticipates future profits will be earned to utilise deferred tax assets.
20
5 Segment information
Group operating segments are based on the internal reports that are reviewed and used by the Board of Directors (chief operating
decision makers) in assessing performance and determining the allocation of resources.
Business segments
Products / Services
RV Manufacturing
Manufacture of caravans and vehicle parts and accessories
Parts and Accessories
Manufacture and distribution of vehicle parts and accessories
Manufactured Accommodation
Design, manufacture and sale of manufactured accommodation
Village Operations
Operation of accommodation villages
Unallocated
Group corporate function
Revenue and results by reportable operating segment:
RV Manufacturing
Parts and Accessories
Manufactured Accommodation
Village Operations
Unallocated
Finance costs
Asset impairment
Loss before income tax benefit
Income tax benefit
Loss from continuing operations
(Loss) profit from discontinued operations
(Loss) profit attributable to members of the parent entity
Segment
revenue
Depreciation &
amortisation
2016
$ '000
2015
$ '000
29,572
82,061
142,533
33,011
80
34,007
78,215
116,404
44,061
69
2016
$ '000
627
1,876
2,298
4,282
222
2015
$ '000
917
2,081
2,603
6,506
211
Segment result (EBIT)
2015
$ '000
2016
$ '000
(8,096)
858
3,583
7,948
(3,629)
(7,605)
585
(3,644)
18,353
(2,197)
287,257
272,756
9,305
12,318
664
5,492
(3,733)
(3,959)
(10,312)
(3,177)
(13,381)
(1,644)
2,362
44
(11,019)
(1,600)
(16,985)
1,776
(28,004)
176
Revenue from the top three external customers comprised 20.7%, 11.3% & 9.8%, respectively, of group revenue, derived from the
manufactured accommodation & RV manufacturing segments.
Impairment of $10.3 million relates to impaired goodwill and intangible assets to the Parts and Accessories segment for 2016 (2015:
$3.2 million of impaired goodwill and intangible assets pertains to the RV manufacturing segment).
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 1. Segment
results represents earnings before interest and tax without the allocation of corporate overheads.
Group assets and liabilities by segment:
Additions to
Segment assets non-current assets
2015
$ '000
2015
$ '000
2016
$ '000
2016
$ '000
RV Manufacturing
Parts and Accessories
Manufactured Accommodation
Village Operations
Unallocated
15,959
54,838
97,148
27,786
42,877
11,785
64,390
90,369
88,956
72,208
847
1,114
3,789
172
2,659
474
7,390
2,557
1,510
28,941
Segment
liabilities
2016
$ '000
6,280
13,343
25,428
2,442
4,788
2015
$ '000
3,459
11,355
20,767
3,232
74,894
For the purposes of monitoring segment performance and allocating resources all assets and liabilities are allocated to the reportable
segments other than current and deferred tax amounts and assets and liabilities directly utilised by the Corporate entity.
The Group operates in two principal geographical areas - Australia (country of domicile) and New Zealand.
238,608
327,708
8,581
40,872
52,281
113,707
21
5 Segment information (continued)
Group non-current assets and revenues by geographical segment:
Australia
New Zealand
6 Dividends
Recognised amounts
Final 2014 - paid 2 cents per share fully franked
Segment non-current
assets
Revenue from external
customers
2016
$ '000
102,146
466
2015
$ '000
2016
$ '000
2015
$ '000
110,538
478
281,176
6,081
266,662
6,094
102,612
111,016
287,257
272,756
-
-
1,212
1,212
Dividend franking account
30% franking credits available to shareholders of Fleetwood Corporation Limited for
subsequent years
26,146
25,708
7 Earnings per share
Earnings used in the calculation of basic and diluted earnings per share from continuing
and discontinued operations
Adjustment to exclude loss (profit) from discontinued operation
Earnings used in the calculation of basic and diluted earnings per share from continuing
operations
(28,004) 176
16,985
(1,776)
(11,019) (1,600)
The weighted average number of ordinary shares used in the calculation of diluted earnings
per share reconciles to the weighted average number of ordinary shares used in the
calculation of basic earnings per share as follows:
Weighted average number of ordinary shares used in the calculation of basic EPS
Number of shares deemed to be issued for no consideration in respect of options
Weighted average number of ordinary shares used in the calculation of diluted EPS
From continuing and discontinued operations
Basic earnings per share (cents)
Diluted earnings per share (cents)
From continuing operations
Basic earnings per share (cents)
Diluted earnings per share (cents)
From continuing operations before impairment
Basic earnings per share (cents)
Diluted earnings per share (cents)
There are no potential ordinary shares that are anti-dilutive.
Weighted average
number of shares used
61,039,412
60,847,809
131,220
72,600
61,170,632
60,920,409
(45.9)
(45.8)
(18.1)
(18.0)
(3.0)
(3.0)
0.3
0.3
(2.6)
(2.6)
2.6
2.6
22
8 Cash and cash equivalents
Cash and cash equivalents
6,116
6,634
Cash at bank is at call and received interest at a weighted average rate of 0.98%
(2015: 1.42%).
2016
$ '000
2015
$ '000
9 Trade and other receivables
Current
Trade receivables
Less: allowance for doubtful debts
Other debtors
Non-Current
Other debtors
29,813
(608)
11,423
32,768
(387)
63,816
40,628
96,197
427
427
-
-
Trade and other debtors are non-interest bearing and are generally on terms ranging between 7 and 60 days. The average credit
period on sales of goods is 30 to 60 days. All trade and other debtors are expected to be settled within 60 days of year end.
Retentions on construction contracts included within other debtors amount to $0.2 million (2015: 1.2 million), to be received from the
customer on acceptance of the works performed and other contractual milestones.
Included in other debtors is in the prior period is $56.3 million pertaining to the Osprey Project which was settled on 20 July 2015. The
final settlement was by way of a vendor financing agreement involving a third party financial institution and is included in Receipts in
the course of operations in the Consolidated Statement of Cash Flows. With respect to the judgement to de-recognise the other
debtor, refer to note 1.27.
Other non-current debtors represent funds held in trust for the employee and executive long term incentive plans.
Concentrations of risk
The five largest outstanding receivables at 30 June 2016 by customer are:
Department of Education & Early Childhood Development (Victorian State Government)
Department of Education, Training & Employment (Queensland State Government)
Pilbara Iron Co (Services) P/L (Rio Tinto)
GE Commercial Finance
New Age Caravans
5,122
3,926
3,892
2,404
750
2,809
2,551
3,921
976
500
Trade receivables include amounts that are past due at the end of the reporting period but against which the Group has not recognised
an allowance for doubtful receivables because there has not been a significant change in the credit quality and the amounts are still
considered recoverable. The Group does not hold any collateral over these balances. An analysis of aged receivables is included
below:
Less than 3 months
Between 3 - 6 months
Longer than 6 months
Movement in allowance for doubtful debts
Balance at beginning of year
Impairment losses recognised on receivables
Amounts (written off) / provided for during the year
4,081
41
645
4,767
387
625
(404)
608
3,874
239
2,715
6,828
15
49
323
387
23
10 Inventories
Current
Raw materials & stores
Work in progress
Finished goods
2016
$ '000
2015
$ '000
8,832
17,984
22,475
49,291
7,413
15,274
22,559
45,246
The cost of inventories recognised as an expense during the year in respect of continuing operations was $115.0 million (2015: $101.1
million). The cost of inventories written down to net realisable value during the year was nil (2015: $0.4 million)
Included in current work in progress is $16.4 million (2015: $14.1 million) relating to construction contracts in progress, comprising
costs incurred and recognised profits (less recognised losses).
11 Other financial assets
Current
Derivatives not in designated hedge accounting relationships
-
206
The Group has entered into forward exchange contracts to hedge foreign currency risk on highly probable future purchases of inventory
from overseas.
12 Non-current assets held for sale
Plant & equipment - idle mining rental assets
13 Property, plant and equipment
Freehold land
Cost
Buildings
Cost
Accumulated depreciation
Leasehold property and improvements
Cost
Accumulated amortisation
Plant and equipment
Cost
Accumulated depreciation
Assets under construction
Cost
24
25,839
25,839
-
-
2,964
2,964
1,342
(340)
1,002
1,342
(306)
1,036
50,744
(39,490)
53,903
(40,742)
11,254
13,161
67,928
(38,326)
140,047
(73,519)
29,602
66,528
1,014
23,987
45,836
107,676
13 Property, plant and equipment (continued)
Movement in the carrying amounts of each class of property, plant and equipment:
2016 Financial Year
Balance at 1 July 2015
Additions
Transferred to non current assets held for sale
Transferred from assets under construction
Transferred to plant and equipment
Transferred to other debtors
Transferred to other creditors
Disposals
Depreciation and amortisation
Impairment
Effect of foreign exchange differences
Freehold
land Buildings
Leasehold
Property
Plant and
equipment
Assets under
Construction
Total
2,964
1,036
13,161
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
14
-
-
-
-
-
-
(34)
(1,921)
-
-
-
-
66,528
3,095
(25,839)
27,733
-
-
288
(6,143)
(16,397)
(19,680)
17
23,987
107,676
4,989
8,098
-
-
(25,839)
27,733
(27,733)
(27,733)
(126)
-
(126)
288
(103)
(6,246)
-
-
-
(18,352)
(19,680)
17
Balance at 30 June 2016
2,964
1,002
11,254
29,602
1,014
45,836
2015 Financial Year
Balance at 1 July 2014
Additions
Acquisition through business acquired
Transferred from assets under construction
Transferred to plant and equipment
Disposals
Depreciation and amortisation
Impairment
Effect of foreign exchange differences
1,408
1,556
-
-
-
-
-
-
-
1,070
16,840
-
-
-
-
-
470
-
-
-
-
75,776
1,675
89
20,255
14,608
109,702
30,092
33,793
-
-
89
20,255
-
(20,255)
(20,255)
(6,496)
(238)
(6,734)
(34)
(4,149)
(23,680)
-
-
-
-
(1,080)
(11)
-
(27,863)
(220)
(1,300)
-
(11)
Balance at 30 June 2015
2,964
1,036
13,161
66,528
23,987
107,676
$1.4m of land is mortgaged under the Group's financing arrangements with Westpac.
A $19.7 million dollar impairment has been recognised with respect to the Company's mining rental assets due to the downturn in the
mining industry and the resulting reduction in demand for construction workforce accommodation (2015: $1.3 million).
25
14 Goodwill
Goodwill
Reconciliation of the carrying amount of Goodwill:
Gross carrying amount
Opening balance
Additional amounts recognised from business combination occurring during the period
Effect of foreign exchange differences
Accumulated impairment
Opening balance
Impairment loss in respect of caravan manufacturing CGU
Impairment loss in respect of canopies, trays and accessories CGU
Individual cash-generating unit (CGU) allocations:
Parts and accessories
Canopies, trays and accessories
Manufactured accommodation
2016
$ '000
2015
$ '000
55,230
61,761
68,858
-
(2)
68,856
(7,097)
-
(6,529)
(13,626)
12,401
4,509
38,320
55,230
64,431
4,425
2
68,858
(5,000)
(2,097)
-
(7,097)
12,401
11,040
38,320
61,761
The recoverable amount of the cash generating units has been determined based on value in use. The value in use has been
calculated using cashflow projections based on financial budgets approved by the board with key assumptions based on past
experience and where applicable external sources of information. Projections are extrapolated for a 5 year period using an estimated
growth rate. The growth rate assumptions used in years 2-5 are: N/A (2015: 2.5%) for caravan manufacturing CGU, 2.5% (2015:
2.5%) for parts and accessories CGU, 2.5% (2015: 2.5%) for canopies, trays and accessories CGU and 2.5% (2015: 5%) for
manufactured accommodation CGU. The terminal growth rate used for all CGUs is 2.5% (2015: 2.5%).
Discount rate assumptions utilised in the value-in-use calculations are: N/A (2015: 18.9%) for caravan manufacturing CGU, 17.8%
(2015: 18.9%) for parts and accessories CGU, 17.8% (2015: 13.3%) for canopies, trays and accessories CGU and 9.65% (2015:
12.25%) for manufactured accommodation CGU. The discount rate recognises the risk factor applicable to the industry in which each
CGU operates.
the Parts and Accessories CGU,
In respect of
foreign exchange rates and EBIT are considered to be key
assumptions used in the value-in-use calculations. The cash flow projection for 2017 assumes an increase in annual EBIT from the
CGU’s actual 2016 greater than 2.5%. This is based on anticipated sales of new products and the effects of cost reduction initiatives
on operating expenditures enacted in fiscal 2016. Otherwise, the projection for 2017 reflects stable profit margins achieved immediately
before budget period.
the discount rate,
If the 2017 cash flow projection were to be set using historic 2016 EBIT performance, with growth of 2.5% each year thereafter and all
other inputs held constant, the CGU’s carrying value would still exceed its recoverable amount. Continuing under this scenario, with all
other inputs held constant, an increase to the post-tax discount rate from 12.42% to 13.20% would cause the CGU’s recoverable
amount to be equivalent to its carrying amount. Management has used the forecasts of industry specialists to determine the anticipated
foreign exchange rates applied to overseas purchases in the forecasted periods. With all other inputs held constant, if the AUD were to
weaken by approximately 2.5 cents to the USD when compared to the industry specialists’ predictions, the CGU’s recoverable amount
would be equivalent to its carrying amount.
If management’s assumptions for 2017 cash flows as described above were to be achieved, and maintaining steady growth of 2.5% for
each period thereafter, the carrying amount would exceed the recoverable amount and no reasonable fluctuation in discounts rates,
growth rates or exchange rates could cause the CGU’s carrying amount to exceeds its recoverable amount.
Testing for impairment is carried out on an annual basis and whenever there is an indication of impairment. A $6.5 million impairment
has been recorded against the goodwill of the canopies, trays and accessories CGU reflecting the challenging environment for
Flexiglass (2015: Nil). In 2015 an impairment charge of $2.1m was recorded against the caravan manufacturing CGU. No impairment
charge has been recorded since recognising goodwill except those mentioned. The recoverable amount of each CGU equals or
exceeds the carrying amount of goodwill as at 30 June 2016.
26
15 Intangible assets
Product development
At cost
Accumulated amortisation
Product development WIP
At cost
Reconciliation of the carrying amounts:
Product development
Cost
Opening balance
Transferred from product development WIP
Additions
Disposals
Impairment
Accumulated amortisation
Opening balance
Amortisation charged for the year
Eliminated on disposal
Eliminated on impairment
Product development WIP
Carrying amount at beginning of year
Additions
Impairment
Transferred to product development
2016
$ '000
2015
$ '000
289
(160)
129
991
1,120
4,993
(1,932)
3,061
2,105
5,166
4,993
505
238
(422)
(5,025)
4,684
1,556
676
(283)
(1,640)
289
4,993
1,932
748
(423)
(2,097)
160
2,105
246
(854)
(506)
991
1,921
1,250
(282)
(957)
1,932
2,081
1,977
(397)
(1,556)
2,105
Intangible assets have a useful life of 2 to 5 years
A $3.7 million impairment has been recorded against product development as those products had reached the end of their life cycle
and no longer represent on-going value to the Company (2015: $1.6 million)
16 Trade and other payables
Trade creditors
Payments in advance
Other creditors and accruals
27,506
51
14,690
42,247
25,782
166
17,724
43,672
Payables include amounts for goods received not invoiced. Trade and other payables are non-interest bearing. The average credit
period on purchases is 45 days.
Included in other creditors and accruals is $2.6 million of advances received from customers related to work not yet performed on
construction contracts in progress at the end of the reporting period (2015: $6.2 million)
27
17 Provisions
Current
Employee benefits
Other
Non-current
Employee benefits
Aggregate employee benefits
2016
$ '000
2015
$ '000
5,544
12
5,556
1,177
6,721
5,593
12
5,605
971
6,564
Provisions for employee benefits represent accrued annual leave and long sevice leave entitlements. Based on past experience, the
consolidated entity does not expect the full amount of annual leave or long service leave balances classified as current liabilities to be
settled within the next 12 months. Other provisions represent amounts required to remove asbestos from portable buildings and other
costs associated with the discontinued operation.
18 Interest bearing liabilities
Current - at amortised cost
Bank loans - secured
19 Financing arrangements
The consolidated entity has access to the following lines of credit:
Facilities available
Bank overdraft
Bank loans
Bank guarantees
Multi Option Facility
19
3,000
3,000
62,500
62,500
1,500
20,000
3,500
25,000
-
70,000
5,000
75,000
Under the terms of the Multi Option Facility, the consolidated entity is entitled to draw on any mix of commercial bill, bank guarantees,
standby letter of credit or bank overdraft.
Facilities utilised
Bank loans
Bank guarantees
Facilities not utilised
Bank overdraft
Bank loans
Bank guarantees
18
3,000
1,438
4,438
1,500
17,000
2,062
62,500
2,201
64,701
-
7,500
2,799
20,562
10,299
On 20 July 2015, Fleetwood sold the Osprey Village to the West Australian Housing Authority for $62.2m. The receivable created by
the transaction has a term of 14 years and was subsequently assigned to its financier, Westpac for an upfront payment of $62.2m.
Bank loans
Bank loans are secured by a mortgage debenture over the assets of the consolidated entity and bear interest at the BBSY rate plus
0.875% (2015: 1.125%) plus a line fee of 0.875% (2015: 1.125%). The effective annual interest rate at the end of the financial year
was 3.65% (2015: 3.22%).
Bank guarantees
Bank guarantees are utilised for construction contracts. No liability has been recognised in the statement of financial position in
respect of bank guarantees.
28
20 Commitments
Operating lease commitments
Within one year
Between one and five years
Later than five years
2016
$ '000
2015
$ '000
7,293
13,846
-
21,139
8,400
7,238
-
15,638
The Group has a number of non-cancellable operating lease arrangements for land and buildings with lease terms of between 1 to 5
years. The leases have varying terms and renewal rights. The majority of these lease contracts contain market review clauses in the
event that the lessee exercises its option to renew. The lessee does not have the option to purchase the property at the expiry of the
lease period.
Operating lease receivables
Within one year
Between one and five years
Later than five years
6,080
4,315
-
10,395
9,342
-
-
9,342
The Group has a number of non-cancellable operating lease arrangements for portable buildings and contracts for the provision of
accommodation services. The leases have varying terms and renewal rights. The majority of these lease contracts contain market
review clauses. The lessee does not have the option to purchase the property at the expiry of the lease period.
21 Other financial liabilities
Current
Derivatives not in designated hedge accounting relationships
301
-
The Group has entered into forward exchange contracts to hedge foreign currency risk on highly probable future purchases of inventory
from overseas.
22 Share based payments
Employee plan
A scheme under which rights to acquire ordinary shares may be issued by the company to employees for no consideration was
approved by shareholders at the 2014 annual general meeting. Employees who have been continuously employed by the group for at
least one year are eligible to participate in the scheme. Employees will be issued shares in Fleetwood Corporation Limited upon the
exercise of the rights. One third of the rights are exercisable 1 year from the date of issue and a further one third of the rights are
exercisable in each of the next 2 years. One share right represents one Fleetwood Corporation Limited share. There are no voting or
dividend entitlements attaching to the rights. No amount is payable upon exercise of the rights and shares issued upon exercise rank
equally with existing shares on the ASX.
Summary of movements:
Weighted
average
share
price at
grant date
$
1.35
1.44
Issue
date
18/12/14
2016
2015
08/09/15
2016
2016
2015
Rights at
beginning of
year
No.
Rights
granted
No.
Rights
expired /
forfeited
No.
Rights
exercised
(shares
issued)
No.
Rights at
end of year
No.
Vested at
end of year
No.
Fair value
(market value) of
shares on
exercise
$
72,600
-
-
284,700
(11,360)
(212,100)
(21,180)
-
40,060
72,600
-
220,680
(187,080)
-
33,600
72,600
-
220,680
284,700
(198,440)
(212,100)
(21,180)
-
73,660
72,600
-
-
-
-
-
29,758
-
-
29,758
-
29
22 Share based payments (continued)
Employee share rights granted have been valued at the volume weighted average price at which Fleetwood’s share traded over five
trading days commencing 1 September 2015 ($1.44).
Executive Plan
Long-term incentives in the form of shares received by the Managing Director, executives and key management personnel are
determined in accordance with the provisions of the Executive Long Term Incentive plan (LTIP), which was approved by shareholders at
the 2014 annual general meeting.
Under the plan, eligible directors, executives and key management personnel are invited to participate in a grant of shares or options
through a trust established for the LTIP. The Company provides participants with an interest free, non-recourse loan for an amount
equivalent to the price of the shares or options issued, for the sole purpose of acquiring units in the trust to which shares in the
Company are allocated. The loans are repayable upon the eventual sale or transfer of the shares from the trust to the participant. The
share units are restricted and subject to a risk of forfeiture until the end of the vesting period.
The number of shares granted is determined by the Board. The price of the shares issued is calculated using the Volume Weighted
Average Price (VWAP) over the five days prior to the issue date.
The LTIP contains a gateway level of minimum performance below which no benefit accrues. The performance gateway is met where
the Company’s total shareholder return from grant to vesting date, equals or exceeds 15% p.a. and is equal to or greater than the ASX
All Ordinaries Index.
Assuming the participant continues to be employed by Fleetwood and the performance hurdles are reached, the vesting dates for the
shares are as follows: for one third of the shares, the date that is at least a minimum of 1 year after being granted; for two thirds of the
shares, the date that is at least a minimum of 2 years after being granted; and for the balance of the shares, the date that is at least a
minimum of 3 years after being granted.
In the event that a performance hurdle is not reached, or the value of the shares is less than the outstanding balance of the loan, or the
participant ceases to be an employee for reasons other than death, illness and injury, the participant may surrender and forfeit the units
in the trust to the Company in full settlement of the loan balance. The share units expire 5 years from the grant date. Until the shares
vest, voting and dividend rights remain with the trustee.
Summary of movements:
Weighted
average
share
price at
grant date
$
1.35
1.22
Issue
date
18/12/14
2016
2015
18/12/15
2016
2016
2015
Share units information:
Share units at
beginning of
year
No.
Share uints
granted
No.
Share units
expired /
forfeited
No.
Share units
exercised
(shares
issued)
No.
Share
units at end of
year
No.
Fair value
(market value) of
shares on
exercise
$
Vested at
end of year
No.
360,000
-
-
360,000
(60,000)
-
-
355,000
-
360,000
-
355,000
360,000
(60,000)
-
-
-
-
-
-
300,000
360,000
102,000
-
355,000
-
655,000
360,000
102,000
-
-
-
-
-
-
Issue
Date
Expiry
Date
Vesting
tranche
Volatility
%
Dividend
yield
%
Risk free
interest
rate
%
Fair value
at grant
date
$
Exercise
price
$
Weighted
average
share price
at grant
date
$
Weighted
average
share price
at exercise
date 2016
$
Weighted
average
share price
at exercise
date 2015
$
18/12/14
18/12/19
18/12/15
18/12/20
1
2
3
1
2
3
47.57
47.57
47.57
50.21
50.21
50.21
3.20
3.20
3.20
3.20
3.20
3.20
2.40
2.40
2.40
1.73
1.73
1.73
0.43
0.42
0.39
0.46
0.42
0.37
1.35
1.35
1.35
1.22
1.22
1.22
1.35
1.35
1.35
1.22
1.22
1.22
-
-
-
-
-
-
-
-
-
-
-
-
The fair value at grant date for Executive shares units is determined using a Monte Carlo simulation model. The expected volatility is
based on historical share price volatility over the past 5 years, and the risk free interest rate and dividend yield have been assessed
based on prevailing market conditions. In addition, specific factors in relation to the likely achievement of performance hurdles and
employment tenure have been taken into account.
30
22 Share based payments (continued)
Employee option plan
The group ceased offering options to its employees and now utilizes the rights plan approved at its 2014 AGM. Options under the old
Employee option plan remain valid options with the same terms as they were issued.
Employees with more than 1 years service with the consolidated entity were granted options to purchase ordinary shares in Fleetwood
Corporation Limited. No amounts are payable for the options. 50% of the options are exercisable 1 year from the date of issue and a
further 25% are exercisable in each of the next 2 years. The options expire 5 years from the date of issue. There are no voting or
dividend rights attaching to the options.
Summary of movements:
Exercise
price
$
Options at
beginning of
year
No.
Options
granted
No.
Options
expired /
forfeited
No.
Options
exercised
(shares
issued)
No.
Options
at end of
year
No.
Vested
at end of
year
No.
Proceeds
received on
exercise
$
Fair value
(market value)
of shares on
exercise
$
6.00
8.02
8.68
9.39
2.56
166,457
-
(166,457)
237,031
279,199
255,156
300,133
303,400
366,640
416,050
509,050
1,211,637
1,621,479
-
-
-
-
-
-
-
-
-
-
(237,031)
(42,168)
(39,639)
(44,977)
(46,960)
(63,240)
(66,800)
(93,000)
(390,430)
(409,842)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
237,031
-
237,031
215,517
255,156
215,517
255,156
256,440
303,400
256,440
227,550
349,250
416,050
261,938
208,025
821,207
1,211,637
733,895
927,762
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Issue
date
31/10/09
2015
31/10/10
2016
2015
02/09/11
2016
2015
29/08/12
2016
2015
30/08/13
2016
2015
2016
2015
Weighted average
exercise price ($)
2016
2015
Options information:
6.63
6.53
N/A
N/A
7.32
6.24
N/A
N/A
6.30
6.63
6.74
7.31
Option
life
Issue Date Expiry Date Years
Volatility
%
Dividend
yield
%
Risk free
interest
rate
%
Fair value
at grant
date
$
Exercise
price
$
Share
price at
grant date
$
Weighted
average share
price at
exercise date
2016
$
Weighted
average share
price at
exercise date
2015
$
31/10/09
31/10/10
02/09/11
29/08/12
30/08/13
30/10/14
30/10/15
01/09/16
28/08/17
30/08/18
5
5
5
5
5
50.00
40.00
35.69
35.80
45.03
8.54
6.14
6.18
7.59
3.64
4.53
4.50
4.50
2.77
2.54
2.09
4.03
2.53
2.31
0.90
6.00
8.02
8.68
9.39
2.56
7.57
10.02
10.66
11.78
3.10
-
-
-
-
-
-
-
-
-
-
31
22 Share based payments (continued)
Executive option plan
The previous Executive option plan has been replaced by the Executive Long Term Incentive Plan as approved at the 2014 AGM.
Options issued under the old Executive option plan remain valid options with the same terms as they were issued.
Executives are granted options to purchase ordinary shares in Fleetwood Corporation Limited. No amounts are payable for the options.
For options issued prior to 1 July 2012, one third of the options are exercisable after the 30 June subsequent to the date of issue, a
further one third of the options are exercisable in each of the next 2 years. Options issued after 1 July 2012 vest three years from the
issue date. The options are only exercisable if the company’s total shareholder return equals or exceeds 15% p.a. compounded from
the inception of the plan (1999) and is equal to or greater than the ASX300 All Industrials Accumulation Index. The options expire 5
years from the date of issue. There are no voting or dividend rights attaching to the options.
Summary of movements:
Exercise
price
$
Options at
beginning of
year
No.
Options
granted
No.
Options
expired /
forfeited
No.
Options
exercised
(shares
issued)
No.
Options
at end of
year
No.
Vested
at end of
year
No.
Proceeds
received on
exercise
$
Fair value
(market value)
of shares on
exercise
$
6.00
8.02
8.68
10.57
2.88
16,000
-
(16,000)
81,666
101,666
96,775
131,337
130,000
190,000
270,000
350,000
578,441
789,003
-
-
-
-
-
-
-
-
-
-
(81,666)
(20,000)
(57,604)
(34,562)
(65,000)
(60,000)
(130,000)
(80,000)
(334,270)
(210,562)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
81,666
-
81,666
39,171
96,775
39,171
96,775
65,000
130,000
65,000
-
140,000
270,000
-
-
244,171
578,441
104,171
178,441
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Issue
date
31/10/09
2015
31/10/10
2016
2015
02/09/11
2016
2015
20/02/13
2016
2015
30/08/13
2016
2015
2016
2015
Weighted average
exercise price ($)
2016
2015
Options information:
6.30
6.42
N/A
N/A
6.63
6.75
N/A
N/A
5.86
6.30
9.86
8.38
Option
life
Issue Date Expiry Date Years
Volatility
%
Dividend
yield
%
Risk free
interest
rate
%
Fair value
at grant
date
$
Exercise
price
$
Share
price at
grant date
$
Weighted
average share
price at
exercise date
2016
$
Weighted
average share
price at
exercise date
2015
$
31/10/09
31/10/10
02/09/11
20/02/13
30/08/13
30/10/14
30/10/15
01/09/16
19/02/18
30/08/18
5
5
5
5
5
50.00
40.00
35.69
35.39
45.03
8.54
6.14
6.18
7.59
3.64
4.53
4.50
4.50
2.85
3.68
2.09
2.43
2.53
1.15
1.40
6.00
8.02
8.68
10.57
2.88
7.57
10.02
10.66
9.66
3.10
-
-
-
-
-
-
-
-
-
-
Employee and Executive share options outstanding at the end of the financial year had a weighted average remaining contractual life of
517 days.
32
22 Share based payments (continued)
The grant date weighted average fair value of options in existence at reporting date is:
Options issued in 2011: $3.24 per option
Options issued in 2012: $2.50 per option
Options issued in 2013: $1.57 per option
Options issued in 2014: $0.67 per option
Employee Options were valued using the Black-Scholes option pricing model. The expected life used in the model has been adjusted
based on management’s best estimate of the effects of exercise restrictions and behavioral considerations. The expected volatility is
based on historical share price volatility over the past 5 years, and the risk free interest rate and dividend yield have been assessed
based on prevailing market conditions.
Executive Options were valued using a Monte Carlo simulation model. The expected volatility is based on historical share price volatility
over the past 5 years, and the risk free interest rate and dividend yield have been assessed based on prevailing market conditions.
2016
$ '000
2015
$ '000
23 Issued capital
Issued and paid-up capital
61,039,412 (2015: 61,039,412) ordinary shares, fully paid
195,079
194,762
Holders of ordinary shares are entitled to receive dividends as declared and to one vote per share held.
2016
2015
# Shares
$ '000
# Shares
$ '000
Movements in ordinary share capital
Balance at beginning of year
Equity settled share-based payments
Shares issued pursuant to Dividend Reinvestment Plan
Shares issued pursuant to Employee and Executive Option Plans
61,039,412
-
-
-
194,762
317
-
-
60,581,211
-
98,201
360,000
194,096
468
198
-
Balance at the end of year
61,039,412
195,079
61,039,412
194,762
Ordinary shares are allotted under the dividend reinvestment plan at a discount to the weighted average price of ordinary shares sold
on the ASX over the period of 5 business days up to and including the record date. The current discount is 2.5% (2015: 2.5%).
At 30 June 2016, employees held options over 821,207 ordinary shares of the Company, of which 215,517 will expire on 1 September
2016. At 30 June 2015, employees held options over 1,211,637 ordinary shares of the Company, of which 237,031 expired on 30
October 2015.
At 30 June 2016, employees held rights over 73,500 ordinary shares of the Company. The rights do not have an expiry date. (2015:
72,600). At 30 June 2016, executives held options over 244,171 ordinary shares of the Company, of which 39,171 will expire on 1
September 2016. At 30 June 2015, executives held options over 578,441 ordinary shares of the Company, of which 81,666 expired on
30 October 2015.
24 Reserves (net of income tax)
Foreign currency translation reserve
Balance at beginning of year
Translation of foreign operations
Reserves relate to exchange differences on the translation of self-sustaining foreign operations.
(257)
13
(244)
(219)
(38)
(257)
33
25 Retained earnings
Balance at beginning of year
(Loss) profit attributable to members of the parent entity
Dividends recognised
26 Auditors' remuneration
Audit services
Other services - taxation and accounting assistance
The auditor of Fleetwood Corporation Limited is Grant Thornton.
27 Deed of cross guarantee
2016
$ '000
2015
$ '000
19,496
(28,004)
-
20,532
176
(1,212)
(8,508)
19,496
130
6
136
79
9
88
Pursuant to an ASIC Class Order 98/1418 dated 13 August 1998, relief was granted to the wholly owned subsidiaries listed below from
the requirement to prepare, have audited and lodge financial reports.
It is a condition of the Class Order that the Company and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of
the Deed is that the Company guarantees to each creditor, payment in full of any debt in the event of winding up of any subsidiaries
under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Law, the Company will only
be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in
the event that the Company is wound up.
Subsidiaries subject to the deed are:
Bocar Pty Ltd (formerly Bendigo Re-locatable Buildings Pty Ltd)
BRB Modular Pty Ltd
Camec Pty Ltd
Fleetwood Recreational Vehicles Pty Ltd
Fleetwood Finance (WA) Pty Ltd
Fleetwood Pty Ltd
Flexiglass Challenge Pty Ltd
Windsor Caravans Pty Ltd
A consolidated statement of financial performance and financial position comprising the Company and its subsidiaries, which are party
to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee is set out on the following page:
34
27 Deed of cross guarantee (continued)
Statement of profit or loss
and other comprehensive income
Continuing operations
Sales revenue
Other income
Materials used
Sub-contract costs
Employee benefits expense
Operating leases
Other expenses
Profit before interest, tax, depreciation and amortisation and impairment
Depreciation and amortisation expense
Profit before interest, tax and impairment
Impairment of non-current assets
(Loss) Profit before interest and tax
Finance costs
Loss before income tax expense for the year
Income tax expense
Loss from continuing operations for the year
Discontinued operations
(Loss) Profit from discontinued operation
Total (loss) profit and other comprehensive income for the year
2016
$ '000
2015
$ '000
281,498
1,259
(105,737)
(75,311)
(55,538)
(9,761)
(25,789)
267,505
570
(92,047)
(68,181)
(57,668)
(10,265)
(23,173)
10,621
16,741
(9,222)
(12,165)
1,399
(10,312)
(8,913)
(3,733)
(12,646)
2,470
(10,176)
(16,985)
(27,161)
4,576
(2,097)
2,479
(3,959)
(1,480)
170
(1,310)
1,776
466
35
27 Deed of cross guarantee (continued)
Statement of financial position
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other financial assets
Non-current assets held for sale
Total current assets
Non-current assets
Trade and other receivables
Investments
Property, plant and equipment
Goodwill
Intangible assets
Deferred tax assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Interest bearing liabilities
Tax liabilities
Provisions
Other financial liabilities
Total current liabilities
Non-current liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Retained earnings
Total equity
2016
$ '000
2015
$ '000
5,805
39,566
47,296
-
25,839
6,121
95,211
43,179
206
-
118,506
144,717
427
66
45,649
55,256
1,120
14,146
-
88
107,457
61,786
5,166
4,830
116,664
179,327
235,170
324,044
41,296
3,000
-
5,521
301
43,152
62,500
900
5,575
-
50,118
112,127
1,177
1,177
971
971
51,295
113,098
183,875
210,946
195,073
(244)
(10,954)
194,760
(257)
16,443
183,875
210,946
28 Financial instruments
Capital management
The Group manages capital to ensure it will be able to continue as a going concern, while maximising returns to shareholders through
optimisation of debt and equity balances. The categories of financial instruments of the entity are apparent from the statement of
financial position. The Group’s overall strategy remains unchanged since 2015.
The capital structure of the Group includes borrowings and related repayment terms (as detailed in note 18), cash and cash equivalents
(as detailed in note 8) and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings
(as detailed in notes 23, 24 and 25).
Operating cash flows are used to maintain and expand the Group’s operating assets, make payments of tax and dividends and to repay
debt. Group policy is to borrow centrally to meet funding requirements. The Group does not have a target gearing ratio.
The group has requirements imposed by its financier pertaining to gearing ratio, shareholders’ funds and interest cover.
36
28 Financial instruments (continued)
Financial risk management objectives
Financial instruments comprise cash, receivables, payables, hire purchase creditors, and bank loans. All financial instruments except
forward foreign exchange contracts are carried at amortised cost. The Group manages its exposure to key financial risks, including
interest rate and currency risk in accordance with the Group financial risk management policy. The objective of the policy is to support
delivery of financial targets whilst providing financial security.
The main financial instrument risks are interest rate, foreign currency, credit and liquidity risk. Different methods are used to measure
and manage risks including monitoring exposure to interest and foreign exchange rates and assessments of market forecasts for
interest and foreign exchange rates. Ageing analysis and monitoring of specific credit allowances are undertaken to manage credit risk.
Liquidity risk is monitored through the development of rolling cash flow forecasts.
Foreign currency risk management
The Group undertakes transactions denominated in foreign currencies. Consequently, exposures to exchange rate fluctuations arise.
Exchange rate exposures are managed within approved policy parameters utilising forward exchange contracts. The Group is mainly
exposed to United States Dollars, the Euro and Chinese Yuan Renminbi.
Foreign exchange sensitivity analysis to a 10% movement in the Australian Dollar
- 10%
+ 10%
USD
$ '000
Euro
$ '000
Renminbi
$ '000
Total
$ '000
USD
$ '000
Euro
$ '000
Renminbi
$ '000
Total
$ '000
2016 Profit
2015 Profit
2016 Equity
2015 Equity
(1,212)
(720)
(1,212)
(720)
(449)
(197)
(449)
(197)
(104)
(42)
(104)
(42)
(1,765)
(958)
(1,765)
(958)
1,212
720
1,212
720
449
197
449
197
104
42
104
42
1,765
958
1,765
958
Forward foreign exchange contracts
Group policy is to enter into forward foreign exchange contracts to manage the risk associated with anticipated purchases denominated
in foreign currency. Anticipated purchases are assessed out to twelve months from the date the contract is entered into, with 40-80% of
the anticipated exposure covered. Basis adjustments are made to the carrying amounts of non-financial items when the anticipated
purchase transaction takes place.
Outstanding
contracts
Buy USD
Less than 3 months
3 to 6 months
6 to 12 months
Buy Euro
Less than 3 months
3 to 6 months
6 to 12 months
Buy Renminbi
Less than 3 months
3 to 6 months
6 to 12 months
Average exchange rate
Foreign Currency
Notional Value
Fair Value
2016
$
0.74
0.74
0.74
0.66
0.66
0.66
4.70
4.95
4.97
2015
$
0.77
0.76
-
0.68
0.68
-
4.78
4.77
-
2016
FC '000
2015
FC '000
4,548
2,019
2,433
1,762
875
1,000
2,768
1,218
2,100
3,110
2,399
-
717
640
-
980
960
-
2016
$ '000
6,134
2,733
3,306
2,655
1,321
1,524
589
246
423
2015
$ '000
4,057
3,144
-
1,047
940
-
205
201
-
2016
$ '000
(142)
14
4
(72)
(24)
(39)
(30)
(4)
(8)
2015
$ '000
96
69
-
25
15
-
-
-
-
(301)
205
During 2016 a loss of $301,000 was recognised in profit and loss pertaining to forward exchange contracts (2015: $205,000 gain).
37
28 Financial instruments (continued)
Interest rate risk management
Interest rate risk arises from borrowings. Group policy is to manage finance costs by using a mix of fixed and variable rate debt after
considering market forecasts.
Interest rate sensitivity analysis to interest rate risk
Financial assets
Cash and cash equivalents - 2016
Cash and cash equivalents - 2015
Financial liabilities
Borrowings - 2016
Borrowings - 2015
2016
2015
Credit risk management
Carrying
amount
$ '000
6,116
6,634
3,000
62,500
- 75 bps
+ 75 bps
Profit
$ '000
Equity
$ '000
Profit
$ '000
Equity
$ '000
(46)
(50)
23
469
(23)
419
(46)
(50)
23
469
(23)
419
46
50
(23)
(469)
23
(419)
46
50
(23)
(469)
23
(419)
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Group
policy is to deal with creditworthy counterparties and obtain sufficient collateral where appropriate as a means of mitigating the risk of
financial loss from default. Reviews of customer creditworthiness are undertaken before payment and delivery terms are offered. The
review assesses credit quality of the customer, taking into account its financial position, past experience, industry reputation and other
factors. Purchase limits are established for each customer, and compliance with credit limits is regularly monitored. Customers that fail
to meet benchmark creditworthiness may transact with the Group only on a prepayment basis. Sales to retail customers are required to
be settled in cash or by using major credit cards, mitigating credit risk.
The carrying amount of financial assets recorded in the financial statements represents the Group’s maximum exposure to credit risk.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate liquidity risk
framework for the management of short, medium and long-term funding. Liquidity risk is managed by maintaining adequate reserves
and banking facilities, by monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and
liabilities. Note 19 lists unused facilities that the Group has at its disposal to reduce liquidity risk. The remaining contractual maturities
of the Group are:
3 months or less: Trade and other payables as disclosed at Note 16. Trade and other payables do not attract an interest
charge and are expected to be settled within 60 days of year end.
3 months or less: Bank Loans as disclosed at Note 19. Weighted average interest rate 4.18% (2015: 3.22%). Loans are
expected to be settled within three months of year end.
There were no contractual maturities greater than 12 months as at 30 June 2016
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities recognised in the statement of financial position is based on cash flows due from
customers or payable to suppliers. The cash flows have not been discounted to their present value, except as disclosed in the table
below. The carrying values approximate fair value. The fair values of financial instruments are derived from quoted prices (unadjusted)
in active markets for identical assets or liabilities. There are clearly observable quoted prices for all financial instruments held by the
Group. Some of the Group’s financial assets and liabilities are measured at fair value and the end of each reporting period. Information
about how the fair values of these financial liabilities are determined (in particular, the valuation techniques and inputs used).
Fair value as at
2016
2015
Fair value
Hierarchy
Valuation technique and
key inputs
Significant
unobservable
inputs
Relationship of
unobservable
inputs to fair
value
Financial assets
Foreign currency
forward contracts
Financial
liabilities
Foreign currency
forward contracts
Nil
$205,925
Level 2
$300,779
Nil
Level 2
38
cash
Discounted
flow.
Future cash
flows are
estimated
based
on
rates
forward exchange
and contract forward rates,
discounted to their present
value.
flow.
Discounted
flows are
Future cash
on
estimated
based
forward exchange
rates
and contract forward rates,
discounted to their present
value.
cash
N/A
N/A
N/A
N/A
29 Notes to the consolidated statement of cash flows
29.1 Reconciliation of profit from ordinary activities after income tax to net
cash provided by operating activities
Operating (loss) profit after income tax
Items classified as investing activities:
Loss on sale of non-current assets
Non-cash items:
Equity settled share-based payments
Depreciation and amortisation expense - continuing operations
Depreciation and amortisation expense - discontinued operations
Written down value of rental fleet sold
Impairment of plant and equipment
Impairment of intangible assets
Impairment of goodwill
Changes in assets and liabilities during the year:
(Increase) decrease in inventories
Decrease (increase) in trade and other receivables
(Decrease) increase in other financial assets
(Decrease) increase in trade and other payables
Increase (decrease) in provisions
(Decrease) increase in income taxes payable
Increase in deferred taxes receivable
Increase (decrease) in other financial liabilities
2016
$ '000
2015
$ '000
(28,004)
176
95
140
317
9,305
9,795
5,813
19,680
3,782
6,529
(4,046)
55,142
(206)
(1,425)
157
-
(10,258)
301
468
12,318
16,795
6,313
1,300
1,080
2,097
45,003
(49,543)
155
5,819
(403)
1,014
(426)
(139)
Net cash provided by operating activities
66,977
42,167
29.2 Non-cash financing and investing activities
No dividends were reinvested in the Company during the reporting period. In the prior year, dividends of $197,584 were reinvested in
the Company as 98,201 fully paid ordinary shares pursuant to the Dividend Reinvestment Plan.
The Company received dividends of $14,312,390 (2015: $12,047,591) from controlled entities by way of an increase in controlled
entities loan accounts.
30 Contingent liabilities
Under the terms of the Deed of Cross Guarantee, the Company has guaranteed the repayment of all current and non-current liabilities
totalling $51,295,220 (2015: $113,098,184) in the event any of the entities which are party to the Deed are wound up.
The Directors are not aware of any circumstances or information that would lead them to believe these liabilities will crystallise and
consequently no provisions are included in the financial statements in respect of these matters.
Certain claims arising out of construction and insurance contracts have been made by or against controlled entities in the ordinary
course of business, some of which involved litigation or adjudication. The Directors do not consider the outcome of any of these claims
will have a material adverse impact on the financial position of the consolidated entity.
39
31 Particulars relating to controlled entities
Fleetwood Corporation Limited (Ultimate parent entity)
Controlled entities
Place of
Incorporation
Principal Activities
Interest held (%)
2016
2015
Bocar Pty Ltd (formerly Bendigo Re-locatable
Buildings Pty Ltd)
Australia
BRB Modular Pty Ltd
Camec Pty Ltd
Australia
Australia
Fleetwood Recreational Vehicles Pty Ltd
Australia
Fleetwood Pty Ltd
Australia
Dormant (Bocar products are
traded through Flexiglass
Challenge Pty Ltd)
Accommodation solutions provider
to the resources, education and
affordable housing sectors.
Manufacturer and distributor of
parts and accessories to the
recreational vehicles industry.
Manufacturer of caravans, pop-
tops and campers distributed
through a national dealer network.
Accommodation solutions provider
to the resources, education and
affordable housing sectors.
Fleetwood Finance (WA) Pty Ltd
Australia
Dormant
Flexiglass Challenge Pty Ltd
Australia
Distributor of canopies and trays
for commercial vehicles.
Windsor Caravans Pty Ltd
Australia
Dormant
Flexiglass Challenge Industries (NZ) Limited
New Zealand Dormant
Camec NZ Limited
New Zealand
Manufacturer and distributor of
parts and accessories to the
recreational vehicles industry.
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Fleetwood Corporation Limited is the head entity within the tax consolidated group. All companies incorporated in Australia are
members of the tax consolidated group.
32 Related parties
Directors
The names of each person holding the position of Director of Fleetwood Corporation Limited during the financial year were P Gunzburg,
M Hardy, G Tate, J Bond, B Denison. Details of directors’ remuneration is set out in the Remuneration Report contained in the
Directors’ Report.
No Director has entered into a material contract with the Company or the consolidated entity during and since the end of the financial
year and there were no material contracts involving directors’ interests existing at year-end.
Directors of the Company or its controlled entities may purchase goods from the consolidated entity. These purchases are on the same
terms and conditions as those entered into by other consolidated entity employees.
Further information on remuneration of key management personnel can be found in the Remuneration Report.
Key management personnel
Aggregate compensation of the key management personnel of the consolidated entity and the Company for the year:
Short-term employee benefits
Post-employment benefits
Other long term benefits
Share-based payments
2016
$
2015
$
2,556,902
183,131
45,337
81,272
2,262,070
160,706
73,971
97,833
2,866,642
2,594,580
Transactions between Fleetwood Corporation and its related parties
During the financial year subsidiaries of the parent company made dividend payments totaling $14,321,390 (2014: $12,047,591) to the
parent entity. Non-current loans totaling $178,584,357 (2014: $254,176,873) repayable to the parent are outstanding at reporting date.
Transactions and balances between the company and its subsidiaries were eliminated in the preparation of the consolidated financial
statements of the Group.
40
33 Parent entity disclosures
33.1 Financial position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued capital
Retained earnings
Total equity
33.2 Financial performance
Profit for the year
Other comprehensive income
Total comprehensive income
2016
$ '000
2015
$ '000
6,317
180,873
6,363
273,124
187,190
279,487
572
547
65,201
573
1,119
65,774
195,079
(9,009)
194,762
18,951
186,070
213,713
9,790
-
9,790
6,875
-
6,875
33.3 Guarantees entered into by the parent entity in relation to debts of
its subsidiaries
Note
Guarantee provided under the deed of cross guarantee
30
51,295
113,098
33.4 Commitments
Operating lease commitments
Within one year
One year or later and no later than five years
Later than five years
338
583
-
921
405
239
-
644
The accounting policies of the parent entity, which have been applied in determining the financial information above are the same as
those applied in the consolidated financial statements.
Under the terms of the Deed of Cross Guarantee, the Company has guaranteed the repayment of all current and non-current liabilities
totaling $51,295,220 (2015: $113,098,184) in the event any of the entities which are party to the Deed are wound up.
The parent entity had no other contingent liabilities as at 30 June 2016 (2015: nil).
41
34 Discontinued operation
On 1 March 2016 the company ceased resource sector rental operations due to the downturn in the mining industry and the resulting
reduction in demand for construction workforce accommodation.
34.1 Financial performance
Revenue
Impairment
Expenses
(Loss) profit from discontinued operation before income tax
Attributable income tax benefit (expense)
(Loss) Profit from discontinued operation after income tax
34.2 Cashflow information
Net cash inflows from operating activities
Net cash outflows from investing activities
Net cash inflow (outlfow) from discontinued operations
34.3 Loss per share from discontinued operations
Basic earnings per share (cents)
Diluted earnings per share (cents)
Revenue relates to the rental of portable buildings to the resource sector.
2016
$ '000
2015
$ '000
12,524
(19,680)
(17,108)
(24,264)
7,279
(16,985)
29,179
-
(26,641)
2,538
(761)
1,777
9,729
(2,596)
7,133
29,267
(28,903)
(364)
(27.8)
(27.8)
2.9
2.9
42
35 Business Combination
30 June 2016
There was no business combination event during the reporting period.
30 June 2015
Fleetwood Corporation Limited entered into an agreement to purchase the assets of Bocar Pty Ltd (Bocar) on 12 August 2014.
Bocar was established over 25 years ago and is today a leading New South Wales based aluminium tray and accessory distributer to
the automotive sector. The acquisition provides Fleetwood subsidiary Flexiglass with increased scale in New South Wales.
The fair value of the identifiable assets of Bocar at the date of acquisition, the total cost and cash flows of the acquisition were as
follows.
Property, plant and equipment
Inventory
Total Assets
Fair value of identifiable net assets acquired
Book value of net assets (including working capital and plant and equipment)
Goodwill
Acquisition cost
There were no liabilities assumed as part of the transaction
Cash paid
Direct costs relating to the acquisition (recorded in the income statement)
Net consolidated cash outflow
The cash flow on acquisition is as follows:
Net cash acquired with the business
Direct costs relating to the acquisition
Cash paid
Net consolidated cash outflow
Carrying
Value
$ '000
Fair value
recognised
$ '000
89
251
340
340
89
251
340
340
340
4,425
4,765
4,765
150
4,915
-
150
4,765
4,915
The consideration paid for the combination included amounts in relation to the benefit of expected synergies, future market growth,
customer relationships and assembled workforce of Bocar. Fair values of identifiable intangibles have not been determined at the date
of this report for the reasons outlined above.
The acquired business contributed revenues of $3,136,435 and net profit after tax of $704,479 (excluding incremental interest) to the
Group for the period 12 August 2014 to 30 June 2015. Had Bocar been acquired at 1 July 2014, Group revenue would have been
$302,365,079, and the profit attributable to members of the parent entity would have been $276,306. The directors have determined
these 'pro-forma' numbers to represent an approximate measure of the performance of the group on an annualised basis.
In determining the 'pro-forma' revenue and profit of the Group had Bocar been acquired at 1 July 2014, the directors have extrapolated
the revenue and earnings for Bocar for the period from acquisition date to 30 June 2015 over a 12 month period, and added them to
the revenues and profits of the remainder of the group for the year.
36 Significant events after the reporting period
There were no material events subsequent to the reporting period.
43
Directors’ Report
Fleetwood Corporation Limited
The Directors of Fleetwood Corporation Limited present their report for the year ended 30 June 2016.
Directors and Officers
The names, qualifications, experience, special responsibilities, current and previous directorships for the last 3 years of the Directors
who are in office at the date of the report are disclosed on page 5 of this Annual Report.
During the reporting period Mr. John Bond, and Mr. Peter Gunzburg were directors of the Company. On 24 August 2016, Mr. Bond
resigned as a non-executive director of the Company. Mr. Bond was appointed to the Board in March 2013. On 27 November 2015 Mr.
Gunzburg resigned as a non-executive director of the Company. Mr. Gunzburg served as a non-executive director of the Company for
13 years.
Principal Activities
The principal activities of the entities in the Group during the financial year were:
design, manufacture, and sale of manufactured accommodation;
manufacture of caravans and vehicle parts and accessories;
manufacture and distribution of vehicle parts and accessories; and
operation of accommodation villages.
As at 1 March 2016, the manufactured accommodation business segments were reviewed, and the Board resolved to discontinue its
resource sector rental operation. Further information regarding the discontinuance is disclosed in note 34 to the financial statements.
Operations
A review of operations for the year is contained in the Managing Director’s Review. Results of operations for the year are contained in
the Financial Report.
Financial Position
A summary of the financial position of the Group is disclosed on page 4 of this Annual Report.
State of Affairs
During the financial year there was no significant change in the state of affairs of the consolidated entity.
Significant Events After the Reporting Period
There were no significant events which occurred after the reporting period.
Future Developments
The consolidated entity will continue to pursue increasing both profitability and market share in its major business sectors. Further
information as to likely developments and expected future results are disclosed in the Managing Director’s Review.
Dividends
No interim or final dividend was declared or paid with respect to the year ended 30 June 2016.
Share Options
Details of all share based payment arrangements in existence at 30 June 2016 and unissued shares the subject of options at the date of
this Annual Report and shares issued pursuant to the exercise of options during or since the end of the year are disclosed in note 22 to
the financial statements. No options have been issued subsequent to year end. 254,688 options have been forfeited subsequent to
year end. Details of unissued shares the subject of options as at the date of this report are outlined below.
Employee Options
Issue date
Total unissued shares under option
Exercise price ($)
Expiry date
Executive Options
Issue date
Total unissued shares under option
Exercise price ($)
Expiry date
29/08/2012
249,550
9.39
29/08/2017
30/08/2013
339,750
2.56
30/08/2018
20/02/2013
65,000
10.57
20/02/2018
30/08/2013
140,000
2.88
30/08/2018
The Employee and Executive Option Plans have been replaced by long term incentive share plans, approved by shareholders at the
2014 annual general meeting. Since that time, no options have been issued to employees or executives pursuant to those plans. With
respect to the above options no voting or dividend rights attach to the options. Details of options previously granted to Directors,
executives and key management personnel are contained in note 22 to the financial statements and in the Remuneration Report.
Indemnification of Directors and Officers
The Company has indemnified current and former Directors and officers of the Company against all liabilities to another person (other
than the Company or a related body corporate) that may arise from their position as Director or officer of the Company, except where
44
the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of
any such liabilities, including costs and expenses.
Insurance premiums in this regard relate to costs and expenses incurred by the relevant Directors and officers in defending
proceedings, whether civil or criminal and whatever their outcome and other liabilities that may arise from their position, with the
exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.
The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.
The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or
agreed to indemnify an auditor of the Company or any related body corporate against a liability incurred as an auditor.
Directors’, Audit Committee and Remuneration Committee Meetings
Number of Board, Audit Committee and Remuneration Committee meetings held and attended by each Director of the Company during
the financial year are as follows:
Peter Gunzburg
Michael Hardy
Greg Tate
John Bond
Brad Denison
Board
Held
Attended
8
15
15
15
15
8
14
15
15
15
Audit Committee Remuneration Committee
Held
Attended
Attended
Held
1
1
1
1
1
1
1
1
1
1*
1
1
1
1
1
1
1
1
1
1*
*By invitation of the Audit Committee and Remuneration Committee
Directors’ Shareholdings
The relevant interest of each Director in Company shares and options at the date of this report, as notified by the Directors to the ASX in
accordance with s205G(1) of the Corporations Act 2001 are as follows:
Phillip Campbell
Michael Hardy
Greg Tate
John Bond
Brad Denison
Remuneration Report (audited)
Number of
shares
-
16,975
6,581,271
20,000
45,464
Number of
share units
-
-
-
-
370,000
Number of
options
-
-
-
-
150,000
The Remuneration Committee is responsible for determining the remuneration of Board members, executives and key management
personnel.
During the year the Remuneration Committee reviewed:
conditions of service and remuneration of the Directors, executives, and key management personnel;
remuneration policies of the Group;
proposals for new issues under, or changes to, the Company’s long and short term incentive plans;
succession plans for senior management; and
other related matters.
The remuneration of non-executive directors is determined by the Board upon recommendation by the Remuneration Committee, within
the aggregate limits approved by shareholders. Non-executive directors are not entitled to participate in the Fleetwood short or long
term incentive plans. The remuneration arrangements of executive directors, executives and key management personnel is determined
by the Remuneration Committee.
When considering remuneration arrangements for executives and key management personnel the Remuneration Committee seeks to
ensure that the remuneration arrangements motivate the recipient to pursue the short and long term performance objectives of the
Company. It does this by ensuring that there is a clear relationship between Company performance and remuneration by striking an
appropriate balance between fixed and variable (‘at risk’) remuneration.
The proportion of fixed and variable remuneration is based on available market data for comparable roles, the capacity of the individual
to influence the overall outcome of Company operations and return to shareholders. When considering the fixed component of
remuneration, the Remuneration Committee will take into account the person’s responsibilities, qualifications and experience. When
considering the variable component of remuneration, the Remuneration Committee considers the capacity of the individual to affect
profit earned by the Company and the individual’s performance against key responsibilities, key competencies and period specific
objectives. The variable remuneration includes short-term incentives in the form of cash payments and long-term incentives in the form
of shares, which are subject to performance hurdles and vesting provisions.
Short Term Incentive Plan
Short-term incentives received by the Managing Director, executives and key management personnel are determined in accordance
with the provisions of the Fleetwood Short Term Incentive Plan (STIP). Fleetwood’s STIP was revised in the 2015 financial year such
that it only rewards exceptional performance. The STIP is designed to put a meaningful proportion of the participant’s remuneration at
risk, to be delivered upon the achievement of targets linked to the Company’s annual business objectives.
The STIP is linked to the Company’s annual business objectives through the incorporation of company specific qualifying gates. A
participant will only qualify for a STIP payment if the qualifying gates are satisfied. Qualifying gates are met if, the Company or
operating company the participant is employed by or manages (i) passes an independent internal safety audit, achieving at least at a
90% rating; and (ii) achieves at least 90% of budget Earnings Before Interest and Tax (EBIT) for the financial year. Once the gates
have been met a review of the performance measures is undertaken to determine if exceptional performance has been demonstrated.
45
Remuneration Report (continued)
The performance measures of the STIP comprise a combination of individual and company specific performance targets. The weighting
is 50% non-financial and 50% financial. In setting the performance measures for the STIP, the Remuneration Committee is conscious
to ensure that all targets are measurable and provide a challenging but meaningful incentive to participants.
Non-financial metrics are based on performance against individual targets. Individual performance targets are derived from position
descriptions, key responsibilities, key competencies and period specific objectives which are in turn aligned with key business strategies
identified annually during the business planning process. Financial performance targets are derived from budgeted or forecast EBIT
above the qualifying gate which is considered an appropriate measure of the Company’s profitability.
Depending on the participant and their role within the Group, some targets may be restricted to the operating company in which the
participant is employed, or expanded to include the Group as a whole. Financial targets are expressed as a range over which
performance will be measured. The standard range is 100% to 125% of the applicable budget. The maximum amount a participant can
earn through the STIP is capped at a percentage of the participant’s Annual Fixed Remuneration (AFR). STIP percentage caps as
determined by the Remuneration Committee applicable to the Managing Director, executives and key management personnel are noted
below.
Maximum
STIP as % of
AFR
50%
40%
40%
40%
40%
Brad Denison
Jarrod Waring
Giles Everest
Manuel Larre
Peter Naylor
In order for a payment under the STIP to be made, the qualifying gate must be satisfied and the participant must: meet the minimum
financial and non-financial performance measures, be an employee at the time the payment is to be made, and not have tendered their
resignation at the time the payment is made.
The Remuneration Committee is of the opinion that the STIP appropriately aligns executive remuneration with shareholder wealth
generation.
Executive Share Plan
Long-term incentives in the form of shares received by the Managing Director, executives and key management personnel are
determined in accordance with the provisions of the Executive Long Term Incentive plan (LTIP), which was approved by shareholders at
the 2014 annual general meeting The objective of this plan is to retain and reward the Managing Director, executives and key
management personnel and to align their long term interests with those of shareholders.
Under the plan, eligible directors, executives and key management personnel are invited to participate in a grant of shares or options
through a trust established for the LTIP. The Company provides participants with an interest free, non-recourse loan for an amount
equivalent to the price of the shares or options issued, for the sole purpose of acquiring units in the trust to which shares in the
Company are allocated. The loans are repayable upon the eventual sale or transfer of the shares from the trust to the participant. The
share units are restricted and subject to a risk of forfeiture until the end of the vesting period.
The number of shares granted is determined by the Board with reference to the participant’s performance over the immediately
preceding financial year, the Group’s financial performance and shareholder wealth generation. The price of the shares issued is
calculated using the Volume Weighted Average Price (VWAP) over the five days prior to the issue date.
The LTIP contains a gateway level of minimum performance below which no benefit accrues. The performance gateway is met where
the Company’s total shareholder return from grant to vesting date, equals or exceeds 15% p.a. and is equal to or greater than the ASX
All Ordinaries Index. The Remuneration Committee considers that the use of this index provides an external benchmark that enables a
comparison of the Company’s TSR performance to that of a broad group of diverse companies. Such a comparison reduces sensitivity
to the performance of a particular competitor or the influence of cyclical industry specific factors.
Assuming the participant continues to be employed by Fleetwood and the performance hurdles are reached, the vesting dates for the
shares are as follows: for one third of the shares, the date that is at least a minimum of 1 year after being granted; for two thirds of the
shares, the date that is at least a minimum of 2 years after being granted; and for the balance of the shares, the date that is at least a
minimum of 3 years after being granted.
In the event that a performance hurdle is not reached, or the value of the shares is less than the outstanding balance of the loan, or the
participant ceases to be an employee for reasons other than death, illness and injury, the participant may surrender and forfeit the units
in the trust to the Company in full settlement of the loan balance. The share units expire 5 years from the grant date. Until the shares
vest, voting and dividend rights remain with the trustee.
Up until the implementation of the LTIP, eligible directors, executives and key management persons participated in the Executive Option
Plan. The options granted pursuant to that plan are noted in this Report, and that plan will remain in effect until all granted options have
been exercised, fortified or have expired.
Executive Option Plan
Long-term incentives in the form of options received by eligible directors, senior executives and key management personnel were
determined in accordance with the provisions of the old Executive Option Plan. The objective of that plan was to retain and reward
eligible directors, executives and key management personnel and to align their long term interests with those of shareholders.
Invitation to participate in the plan was at the discretion of the Board, however participants generally needed to be employed in an
executive or key management position for a minimum period of two years before such invitation was extended.
Under the plan, participants were granted options to purchase ordinary shares in Fleetwood. The number of options granted was
determined by the Board with reference to the participant’s individual performance over the immediately preceding financial year, the
Group’s financial performance and shareholder wealth generation. No amounts were payable for the options, and each option entitles
the holder to subscribe for one ordinary share upon exercise. Assuming the participant continues to be employed by Fleetwood and the
46
Remuneration Report (continued)
performance hurdles are reached, for options issued after 1 July 2012 100% of the issued options vest on the third anniversary of the
grant date, and for options issued prior to 1 July 2012, one third of the options vest after 30 June subsequent to the date of issue,
afurther one third of the options vest over each of the next 2 years. The exercise price of the options was calculated using the Volume
Weighted Average Price (VWAP) of the shares over the five days prior to the issue date. The maximum discount that could be applied
to the VWAP was 10%.
The options are only exercisable if the company’s total shareholder return equals or exceeds 15% p.a. compounded from the inception
of the plan and is equal to or greater than the ASX 300 All Industrials Accumulation Index. In the event that a performance hurdle is not
reached, the options do not vest.
If the participant ceases to be an employee for reasons other than death, illness, injury, the attainment of the normal age of retirement
or for other reasons approved by the Board, the options lapse and terminate. The options expire 5 years from the date of issue. There
are no voting or dividend rights attaching to the options.
Movements in shareholder wealth for the five years to 30 June 2016:
Share price at start of year ($)
Share price at end of year ($)
Dividend per share (cents)
Earnings per share (cents)
Diluted earnings per share (cents)
$ Million
Revenue
Net profit before tax
Net profit after tax
2012
11.33
11.74
76.0
90.4
89.2
382.6
75.6
53.2
2013
11.74
3.60
30.0
20.8
20.7
332.9
23.2
16.6
Remuneration of Directors and senior management
Short-term employee
benefits
Post
Share
Employment Other long
Based
2014
3.60
2.33
4.0
0.1
0.1
366.3
3.4
0.6
Share
Based
Salary &
fees
$
Bonus
$
Non-
monetary
$
Superan-
nuation
$
Term Payment
Payment
Benefits Options Share units
$
$
$
2015
2.33
1.37
-
0.3
0.3
302.0
0.9
0.2
2016
1.37
1.91
-
(45.9)
(45.8)
287.1
(13.4)
(11.0)
Performance
based
Total
$
remuneration
%
Key management
personnel
Directors*
Michael Hardy
2016
2015
Peter Gunzburg
(Resigned 27/11/15)
2016
2015
Greg Tate
2016
2015
John Bond
(Resigned 24/08/16)
2016
2015
Brad Denison
Managing Director
2016
2015
2016 Company and
2015 Consolidated
85,000
85,000
35,000
70,000
70,000
70,000
70,000
70,000
541,970
463,830
801,970
758,830
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
85,000
85,000
35,000
70,000
70,000
70,000
70,000
70,000
10,153
7,995
10,153
7,995
30,000
30,000
30,000
30,000
25,562
52,741
25,562
52,741
16,175
29,856
16,175
29,856
56,432
25,326
56,432
25,326
680,293
609,748
940,293
904,748
-
-
-
-
-
-
-
-
10.7
9.0
1.7
3.3
* Phillip Campbell was appointed non-executive Chairman on 12 August 2016.
47
Remuneration Report (continued)
Short-term employee
benefits
Post
Share
Employment Other long
Based
Share
Based
Key management
personnel
Salary &
fees
$
Bonus
$
Non-
monetary
$
Superan-
nuation
$
Term Payment
Payment
Benefits Options Share units
$
$
$
Performance
based
Total
$
remuneration
%
Executives
Bradley Van Hemert1
GM, International Procurement
(Redundant 11/03/16)
2016
2015
Ben Rosser
CEO, Fleetwood Pty Ltd
(Resigned 28/11/14)
2015
Steve Carroll2
GM, International Business
(Resigned 09/10/15)
2016
2015
414,165
306,200
150,660
60,502
237,407
Giles Everest
Executive GM, Fleetwood Pty Ltd
(Appointed 01/12/14)
2016
2015
Jarrod Waring3
(Appointed 01/09/14)
Executive GM, BRB Modular Pty Ltd
2016
2015
Manuel Larre4
Executive GM, Camec & Flexiglass
2016
2015
Peter Naylor5
(Appointed 03/08/15)
Executive GM, Fleetwood RV Pty Ltd
2016
Yanya O'Hara6
(Appointed 01/08/14)
Company Secretary
2016
2015
248,948
246,216
275,272
208,349
282,706
165,505
159,181
-
-
-
-
-
-
-
25,000
9,000
-
-
-
-
-
-
-
26,220
28,570
-
7,926
(12,940)
23,885
(4,903)
4,469
422,542
371,050
(4.2)
7.6
275
11,908
(9,514)
(30,625)
-
122,704
(25.0)
-
10,749
5,748
22,855
(9,468)
9,468
(8,087)
14,928
(4,903)
4,469
43,792
299,876
(29.7)
6.5
-
-
21
52
6,850
2,980
305,537
184,328
9,200
4,469
309,412
283,132
19,308
18,806
6,936
4,589
36,328
20,659
12,249
3,892
6,003
11,176
9,200
4,469
339,052
248,545
2.2
1.6
11.1
4.8
4.5
6.3
25,124
262
-
2,865
310,957
0.9
15,154
14,373
153,131
130,706
9,039
4,264
43
144
5,316
2,235
195,057
180,197
19,775
21,230
(14,960)
19,560
23,625
23,091
1,926,350
1,689,832
2.7
1.3
1.7
3.1
-
-
-
-
-
-
-
272,680
152,208
-
15,000
25,250
13,535
757
605
2016 Company and
2015 Consolidated
1,719,778
1,460,221
25,000
9,000
-
26,024
Included in salary & fees are amounts of annual leave accrued during the reporting period. There are no post-employment benefits
other than superannuation. Executive contracts do not provide for any termination payments, other than the payment of accrued leave
entitlements. Other long term benefits comprise long service leave entitlements accrued to the executive during the reporting period.
The amount included in remuneration as share-based payments are not related to or indicative of the benefits (if any) that individual
executives may ultimately realise should the equity instruments vest.
1 Bradley Van Hemert commenced employment with the Company on 16 April 1979, and was appointed GM, International Procurement
on 28 June 2015. Prior to this, Mr. Van Hemert was employed as CEO, Fleetwood Recreational Vehicles Pty Ltd. Included in Mr. Van
Hemert’s short term salary & fees is $112,846 of previously unpaid leave entitlements and $89,568 of redundancy entitlements.
2 Steve Carroll was appointed GM, International Business on 17 August 2015. Prior to this, Mr. Carroll was employed as CEO, Camec
Pty Ltd.
3 STIP gates were met by Jarrod Waring for the 2016 year. The Remuneration Committee resolved to grant Mr. Waring a $25,000
bonus for building sustainable income streams for BRB Modular Pty Ltd, including securing the exclusive supply agreement with
Gateway Lifestyle and reappointment to the Victorian Education Department Transfer Program.
48
Remuneration Report (continued)
4 Manuel Larre was appointed Executive GM, Camec & Flexiglass on 17 August 2015. Prior to this, Mr. Larre was employed as GM,
Flexiglass.
5 Peter Naylor was appointed as Executive GM of Fleetwood RV Pty Ltd on 3 August 2015.
6 Yanya O’Hara was appointed Company Secretary on 1 August 2014. Prior to this, Mrs. O’Hara was employed as Assistant Company
Secretary.
Share based payment arrangements in existence at the reporting date: Options
Issue
date
Exercise
price
$
Options at
beginning of
year
No.
Options
granted
No.
Options
expired /
forfeited
No.
Options
exercised
(shares
issued)
No.
Options
at end of
year
No.
Vested
at end of
year
No.
Proceeds
received on
exercise
$
Fair value
(market value)
of shares on
exercise
$
6.00
8.02
8.68
9.39
10.57
2.56
2.88
31/10/09
2015
31/10/10
2016
2015
02/09/11
2016
2015
30/08/12
2016
2015
20/02/13
2016
2015
30/08/13
2016
2015
30/08/13
2016
2015
2016
2015
Weighted average
price ($)
2016
2015
Options information:
16,000
-
(16,000)
81,666
101,666
96,775
131,337
220
220
130,000
190,000
750
750
270,000
350,000
579,411
789,973
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(81,666)
(20,000)
(57,604)
(34,562)
-
-
(65,000)
(60,000)
-
-
(130,000)
(80,000)
(334,270)
(210,562)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
81,666
-
81,666
39,171
96,775
39,171
96,775
220
220
220
147
65,000
130,000
65,000
-
750
750
140,000
270,000
500
250
-
-
245,141
579,411
104,891
178,838
6.30
6.43
N/A
N/A
6.63
6.75
N/A
N/A
5.85
6.30
9.82
8.37
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Option
life
Issue Date Expiry Date Years
Volatility
%
Dividend
yield
%
Risk free
interest
rate
%
Fair value
at grant
date
$
Exercise
price
$
Share
price at
grant date
$
Weighted
average share
price at
exercise date
2016
$
Weighted
average share
price at
exercise date
2015
$
31/10/09
31/10/10
02/09/11
20/02/13
30/08/13
30/10/14
30/10/15
01/09/16
19/02/18
30/08/18
5
5
5
5
5
50.00
40.00
35.69
35.39
45.03
8.54
6.14
6.18
7.59
3.64
4.53
4.50
4.50
2.85
3.68
2.09
2.43
2.53
1.15
1.40
6.00
8.02
8.68
10.57
2.88
7.57
10.02
10.66
9.66
3.10
-
-
-
-
-
-
-
-
-
-
Refer to summary on following pages for those options which are vested and exercisable, and vested and unexercisable.
Yanya O’Hara was issued options under the Employee Option Plan in 2013 and 2014. Jarrod Waring was issued options under the
Employee Option Plan in 2014.
49
Remuneration Report (continued)
Share based payment arrangements in existence at the reporting date: Share units
Weighted
average
share
price at
grant date
$
1.35
1.22
Issue
date
18/12/14
2016
2015
18/12/15
2016
2015
2016
2015
Share units at
beginning of
year
No.
Share uints
granted
No.
Share units
expired /
forfeited
No.
Share units
exercised
(shares
issued)
No.
Share
units at end of
year
No.
Vested at
end of year
No.
Fair value
(market value) of
shares on
exercise
$
325,000
-
-
325,000
(60,000)
-
-
-
325,000
-
325,000
-
325,000
325,000
-
-
(60,000)
-
-
-
-
-
-
-
265,000
325,000
90,100
-
325,000
-
590,000
325,000
-
-
90,100
-
-
-
-
-
-
-
Issue
Date
Expiry
Date
Vesting
tranche
Volatility
%
Dividend
yield
%
Risk free
interest
rate
%
Fair value
at grant
date
$
Exercise
price
$
Weighted
average
share price
at grant
date
$
Weighted
average
share price
at exercise
date 2016
$
Weighted
average
share price
at exercise
date 2015
$
18/12/14
18/12/19
18/12/15
18/12/20
1
2
3
1
2
3
47.57
47.57
47.57
50.21
50.21
50.21
3.20
3.20
3.20
3.20
3.20
3.20
2.40
2.40
2.40
1.73
1.73
1.73
0.43
0.42
0.39
0.46
0.42
0.37
1.35
1.35
1.35
1.22
1.22
1.22
1.35
1.35
1.35
1.22
1.22
1.22
-
-
-
-
-
-
-
-
-
-
-
-
50
Remuneration Report (continued)
Shares, options and share units held by Directors, executives and key management personnel and movements during the reporting
period;
Shares
Directors
Michael Hardy
2016
2015
Greg Tate
2016
2015
John Bond
(Resigned 24/08/16)
2016
2015
Brad Denison
2016
2015
Executives
Bradley Van Hemert
(Redundant 11/03/16)
2016
2015
Ben Rosser
(Resigned 28/11/14)
2015
Jarrod Waring
(Appointed 01/09/14)
2016
2015
2016
2015
Shares at
beginning of year
No.
Options
exercised
No.
Net other
change
No.
Shares at
end of year
No.
16,975
16,975
6,581,271
6,581,271
20,000
20,000
45,464
45,464
175,810
175,448
10,000
8,504
2,804
6,848,024
6,851,962
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,975
16,975
6,581,271
6,581,271
20,000
20,000
45,464
45,464
(59,173)
362
116,637
175,810
(4,000)
6,000
-
5,700
8,504
8,504
(59,173)
2,062
6,788,851
6,854,024
Other than share units that vested during the reporting period, Giles Everest, Manuel Larre and Yanya O’Hara did not hold any shares
during FY2015 or FY2016.
Peter Gunzburg, Steve Carroll and Peter Naylor did not hold any shares during FY2015 or FY2016.
51
Granted
No.
Forfeited
No.
Exercised
No.
Vested
during the
year
No.
Vested
and exer-
cisable at
end of year
No.
Vested
and unexer-
cisable at
end of year
No.
Proceeds
received on
exercise
$
Options at
end of year
No.
Remuneration Report (continued)
Options
Directors
Brad Denison
2016
2015
Executives
Steve Carroll
(Resigned 09/10/15)
2016
2015
Bradley Van Hemert
(Redundant 11/03/16)
2016
2015
Ben Rosser
(Resigned 28/11/14)
2015
Jarrod Waring
(Appointed 01/09/14)
2016
2015
Manuel Larre
2016
2015
Yanya O'Hara
(Appointed 01/08/14)
2016
2015
2016
2015
Options at
beginning
of year
No.
215,837
231,837
108,433
108,433
199,171
199,171
-
-
-
-
-
-
(26,666)
(16,000)
(108,433)
-
(199,171)
-
114,562
-
(114,562)
250
250
55,000
55,000
720
720
579,411
709,973
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(334,270)
(130,562)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
189,171
215,837
50,000
13,057
-
108,433
-
6,144
-
199,171
40,000
13,057
-
11,521
250
250
83
83
55,000
55,000
15,000
-
720
720
240
240
245,141
579,411
105,323
44,102
-
-
-
-
-
-
-
166
83
-
-
553
313
719
396
89,171
65,837
-
33,432
-
79,170
-
-
-
15,000
-
-
-
104,171
178,439
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Giles Everest and Peter Naylor did not hold any options during the reporting period.
52
Remuneration Report (continued)
Option values that form part of current year remuneration;
Directors
Brad Denison
2016
2015
Executives
Bradley Van Hemert
(Redundant 11/03/16)
2016
2015
Ben Rosser
(Resigned 28/11/14)
2015
Steve Carroll
(Resigned 09/10/15)
2016
2015
Jarrod Waring
(Appointed 01/09/14)
2016
2015
Manuel Larre
2016
2015
Yanya O'Hara
(Appointed 01/08/14)
2016
2015
2016
2015
Movements in option entitlements during the year:
Year Options Granted
2013
$
2014
$
Total
$
Remuneration
as options
%
4,669
7,667
11,506
22,190
16,175
29,857
2.4%
5.4%
(3,735)
6,133
(9,205)
17,752
(12,940)
23,885
-3.1%
6.6%
(11,829)
(18,796)
(30,625)
-23.2%
(2,334)
3,833
(5,753)
11,095
(8,087)
14,928
-18.5%
5.1%
-
-
1,401
2,300
-
40
-
8,144
21
52
4,602
8,876
43
104
1,214
41,273
21
52
6,003
11,176
43
144
1,214
49,417
0.0%
0.0%
1.8%
4.6%
0.0%
0.1%
0.1%
2.4%
Options granted
No. at
grant
date
Value at
grant
date
$
Options exercised
(shares issued)
Value at
exercise
date
$
No.
during
year
Amounts
paid
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Options
Vested
No.
during
year
50,000
40,000
-
83
15,000
240
Value
of options
included in
remuneration Remuneration
by options
%
for the year
$
16,175
(12,940)
(8,087)
21
6,003
43
2.4
(3.1)
(18.5)
0.0
1.8
0.0
Key management
personnel
Brad Denison
Bradley Van Hemert
Steve Carroll
Jarrod Waring
Manuel Larre
Yanya O'Hara
66,666 options lapsed during the year. No options were forfeited during the year because the person did not meet service or
performance criteria.
53
Remuneration Report (continued)
Share units
Share units
Directors
Brad Denison
2016
2015
Executives
Steve Carroll
(Resigned 09/10/15)
2016
2015
Bradley Van Hemert
(Redundant 11/03/16)
2016
2015
Peter Naylor
(Appointed 03/08/15)
2016
Giles Everest
(Appointed 01/12/14)
2016
2015
Jarrod Waring
(Appointed 01/09/14)
2016
2015
Manuel Larre
2016
2015
Yanya O'Hara
(Appointed 01/08/14)
2016
2015
2016
2015
Units at
beginning
of year
No.
Granted
No.
Forfeited
No.
Exercised
No.
Units at end
of year
No.
Vested
during the
year
No.
Vested at
end of year
No.
Proceeds
received on
exercise
$
170,000
-
200,000
170,000
-
-
30,000
-
-
30,000
(30,000)
-
30,000
-
-
30,000
(30,000)
-
-
20,000
20,000
-
25,000
20,000
30,000
-
30,000
-
30,000
30,000
30,000
30,000
15,000
-
325,000
-
20,000
15,000
325,000
325,000
-
-
-
-
-
-
-
-
-
(60,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
370,000
170,000
57,800
-
57,800
-
-
30,000
-
-
-
30,000
10,000
-
20,000
-
-
-
-
-
-
45,000
20,000
6,800
-
6,800
-
60,000
30,000
60,000
30,000
10,200
-
10,200
-
35,000
15,000
590,000
325,000
5,100
-
100,100
-
10,200
-
10,200
-
5,100
-
90,100
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
54
Remuneration Report (continued)
Share units values that form part of current year remuneration;
Directors
Brad Denison
2016
2015
Executives
Bradley Van Hemert
(Redundant 11/03/16)
2016
2015
Steve Carroll
(Resigned 09/10/15)
2016
2015
Giles Everest
(Appointed 01/12/14)
2016
2015
Jarrod Waring
(Appointed 01/09/14)
2016
2015
Manuel Larre
2016
2015
Peter Naylor
(Appointed 03/08/15)
2016
Yanya O'Hara
(Appointed 01/08/14)
2016
2015
2016
2015
Movements in share unit entitlements during the year:
Year Share units granted
Remuneration
as share units
2015
$
27,784
25,326
(4,903)
4,469
(4,903)
4,469
3,269
2,980
4,903
4,469
4,903
4,469
2016
$
28,648
-
-
-
-
-
3,581
-
4,297
-
4,297
-
Total
$
56,432
25,326
(4,903)
4,469
(4,903)
4,469
6,850
2,980
9,200
4,469
9,200
4,469
%
8.3%
4.5%
-1.2%
1.2%
-11.2%
1.5%
2.2%
1.6%
3.0%
1.6%
2.7%
1.8%
-
2,865
2,865
0.9%
2,452
2,235
33,504
48,417
2,865
-
46,553
-
5,317
2,235
80,058
48,417
2.7%
1.3%
7.3%
2.3%
Key management
personnel
Share units granted
No. at
grant
date
Value at
grant
date
Share units exercised
(shares issued)
Value at
exercise
date
No.
during
year
Amounts
paid
Brad Denison
Bradley Van Hemert
Steve Carroll
Giles Everest
Jarrod Waring
Manuel Larre
Peter Naylor
Yanya O'Hara
200,000
-
-
25,000
30,000
30,000
20,000
20,000
$
83,333
-
-
10,417
12,500
12,500
8,333
8,333
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
$
-
-
-
-
-
-
-
-
Units
Vested
No.
during
year
57,800
-
-
6,800
10,200
10,200
-
5,100
Value
of share units
included in
remuneration Remuneration
for the year by share units
$
56,432
(4,903)
(4,903)
6,850
9,200
9,200
2,865
5,316
%
8.3
(1.2)
(11.2)
2.2
3.0
2.7
0.9
2.7
The issue date for shares granted pursuant to the LTIP was 18 December 2015 at a price of $1.22 per share (2015: 18 December 2014
at a price of $1.35 per share). Under the LTIP, each unit can be redeemed for one underlying share in the Company upon repayment of
the loan. There have been no alterations to the terms and conditions of this grant since the grant date.
55
Remuneration Report (continued)
Due to the limited financial products available to facilitate hedging of unvested or vested options and share units the Board does not
impose any restrictions in relation to a person limiting his or her exposure to the risk in respect of share units issued by the Company.
No Director is a party to a contract whereby such person would have a right to call for or deliver shares in, or debentures of or interests
in a registered scheme made available by the Group.
Loans to key management personnel in connection with the Long Term Incentive Plan totaling $747,785 (2015: $438,750) were
outstanding at the end of the reporting period. As the loans are non-recourse there is no fixed term, and no allowance for doubtful debts
or impairment loss has been recognised against them. The number of key management personnel included in the aggregate of loans is
6.
Mr. Denison had loans totaling $469,521 (2015: $229,500) made to him during the reporting period, with the total loan remaining
outstanding at the end of the reporting period in connection with the Long Term Incentive Plan. As the loan is non-recourse there is no
fixed term, and no allowance for doubtful debts or impairment loss has been recognised against it. There were no other individuals with
loans above $100,000 during the reporting period.
No share units issued during the year vested or lapsed during the year. No bonuses or share units were forfeited during the year
because the person did not meet service or performance criteria.
The terms and conditions of employment of senior executives and key management personnel are governed by individual employment
contracts. Employment contracts are not limited in duration and do not contain termination payments. Each employment contract may
be terminated by either party upon the giving of 4 weeks’ notice. However, the Company may terminate an employment contract at any
time and without notice if serious misconduct has occurred.
Non-audit Services
The Directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with the general standard
of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of non-audit services
by the auditors did not compromise the auditor independence requirement of the Corporations Act 2001 for the following reasons:
all non-audit services have been reviewed by the Audit Committee to ensure that they do not impact impartiality and
objectivity of the auditor; and
none of the services undermine the general principle relating to auditor independence as set out in the Corporations Act 2001
or the Code of Conduct APES 110 Code of Ethics for Professional Accountants, as amended, issued by the Accounting
Professional and Ethical Standards board, including reviewing or auditing the auditors own work, acting in a management or a
decision making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and
rewards.
Details of the amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note
26 to the financial statements.
Company Secretary
Yanya O’Hara is the Company Secretary. Prior to her appointment, Yanya was employed by the Company for three years as Assistant
Company Secretary. Prior to joining Fleetwood, Yanya practiced as a corporate attorney in New York and as a barrister and solicitor in
Perth.
Corporate Governance Statement
The Company’s Corporate Governance Statement for the year ended 30 June 2016, may be accessed from the Company’s website at
http://www.fleetwoodcorporation.com.au/Investors/Corporate-Governance.
Rounding
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and
accordingly amounts in the financial report and directors’ report have been rounded to the nearest one thousand dollars, unless
otherwise indicated.
Signed in accordance with a resolution of the Directors.
P Campbell
Chairman
30 September 2016
56
Directors’ Declaration
In the opinion of the directors of Fleetwood Corporation Limited:
a)
The financial statements and notes set out on pages 8 to 43, are in accordance with the Corporations Act 2001 (Cth),
including:
i.
Complying with Australian Accounting Standards and the Corporations Regulations 2001 (Cth); and
ii. Giving a true and fair view of the Group’s financial position as at 30 June 2016 and of its performance for the financial
year ended on that date; and
b)
c)
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable; and
There are reasonable grounds to believe that the Company and the companies to which the ASIC Class Order 98/1418
applies, as detailed in note 27 to the financial statements will, as a Group, be able to meet any obligations or liabilities to
which they are, or may become, subject by virtue of the deed of cross guarantee.
The Directors’ draw attention to note 1 to the financial statements, which includes a statement of compliance with International Financial
Reporting Standards.
The directors have been given the declarations required by s.295A of the Corporations Act 2001 (Cth) from the Managing Director.
Signed in accordance with a resolution of the directors.
On behalf of the Directors
P Campbell
Chairman
30 September 2016
Perth
57
Auditor’s Independence Declaration
To the Directors of Fleetwood Corporation Limited
Level 1
10 Kings Park Road
West Perth WA 6005
Correspondence to:
PO Box 570
West Perth WA 6872
T +61 8 9480 2000
F +61 8 9322 7787
E info.wa@au.gt.com
W www.grantthornton.com.au
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead
auditor for the audit of Fleetwood Corporation Limited for the year ended 30 June 2016, I
declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act
2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the
audit.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
P W Warr
Partner - Audit & Assurance
Perth, 30 September 2016
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the
context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm
is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and
are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its
Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
scheme applies.
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58
Independent Auditor’s Report
To the Members of Fleetwood Corporation Limited
Level 1
10 Kings Park Road
West Perth WA 6005
Correspondence to:
PO Box 570
West Perth WA 6872
T +61 8 9480 2000
F +61 8 9322 7787
E info.wa@au.gt.com
W www.grantthornton.com.au
Report on the financial report
We have audited the accompanying financial report of Fleetwood Corporation Limited (the
“Company”), which comprises the consolidated statement of financial position as at 30 June
2016, the consolidated statement of profit or loss and other comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for
the year then ended, notes comprising a summary of significant accounting policies and
other explanatory information and the directors’ declaration of the consolidated entity
comprising the Company and the entities it controlled at the year’s end or from time to time
during the financial year.
Directors’ responsibility for the financial report
The Directors of the Company are responsible for the preparation of the financial report
that gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001. The Directors’ responsibility also includes such internal control as
the Directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or
error. The Directors also state, in the notes to the financial report, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, the financial
statements comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We
conducted our audit in accordance with Australian Auditing Standards. Those standards
require us to comply with relevant ethical requirements relating to audit engagements and
plan and perform the audit to obtain reasonable assurance whether the financial report is
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial report. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial
report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation of the financial report that gives a true and fair view in order to
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the
context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm
is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and
are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its
Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current
scheme applies.
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59
design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the
overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the
Corporations Act 2001.
Auditor’s opinion
In our opinion:
a
the financial report of Fleetwood Corporation Limited is in accordance with the
Corporations Act 2001, including:
i
ii
giving a true and fair view of the consolidated entity’s financial position as at 30
June 2016 and of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations
Regulations 2001.
b
the financial report also complies with International Financial Reporting Standards as
disclosed in the notes to the financial statements.
Report on the remuneration report
We have audited the remuneration report included in pages 45 to 56 of the directors’ report
for the year ended 30 June 2016. 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.
Auditor’s opinion on the remuneration report
In our opinion, the remuneration report of Fleetwood Corporation Limited for the year
ended 30 June 2016, complies with section 300A of the Corporations Act 2001.
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
P W Warr
Partner - Audit & Assurance
Perth, 30 September 2016
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60
ASX Additional Information
as at 27 September 2016
Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is
set out below.
Twenty largest shareholders
Name
National Nominees Limited
Karrad Pty Ltd
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Limited
One Managed Invt Funds Ltd
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited-Gsco Eca
Jarli Pty Ltd
Trinity Management Pty Ltd
One Managed Invt Funds Ltd <1 A/C>
Adventure Holdings Pty Ltd
Creative Living (Qld) Pty Ltd
Zero Nominees Pty Ltd
Mr Greg Tate
Mr John Ian Amos + Mrs Cintra Gail Amos
ABN Amro Clearing Sydney Nominees Pty Ltd
Mr Brian Garfield Benger
RPG Management Pty Ltd
Tideways Classic Pty Ltd
Nulis Nominees (Australia) Limited
Substantial shareholders
The number of shares held by substantial shareholders are set out below:
Name
National Nominees Limited
Greg Tate
HSBC Custody Nominees (Australia) Limited
One Managed Invt Funds Ltd
J P Morgan Nominees Australia Limited
Distribution of equity security holders
Category
1 -1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over
Shareholders holding less than a marketable parcel
Number
of ordinary
shares held
9,274,386
5,211,823
4,644,954
2,047,475
1,983,134
1,685,161
1,352,836
800,000
705,000
624,159
596,315
460,000
449,180
338,873
309,143
303,289
232,151
216,915
191,860
187,272
31,613,926
9,275,186
6,581,271
5,998,846
2,607,293
2,047,475
%
15.19%
8.54%
7.61%
3.35%
3.25%
2.76%
2.22%
1.31%
1.15%
1.02%
0.98%
0.75%
0.74%
0.56%
0.51%
0.50%
0.38%
0.36%
0.31%
0.31%
51.79%
15.20%
10.78%
9.83%
4.27%
3.35%
Number of
shareholders
3,061
3,331
735
544
30
7,701
876
Voting rights of shareholders
On a show of hands, every member in person or by proxy shall have one vote. Upon a poll, voting rights of such members shall be
one vote for each share held.
On market buy-back
There is no current on market buy-back.
Other information
Fleetwood Corporation Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares.
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T: (08) 9323 3300 | F: (08) 9202 1106 | info@fleetwood.com.au | ABN 69 009 205 261
21 Regal Place, East Perth, WA 6004
www.fleetwoodcorporation.com.au