GALE Pacific
Annual Report 2015

Plain-text annual report

Australian based. Global business. Annual Report 2015 For personal use onlyContents 1 Company Introduction 2 Results at a Glance 3 Chairman’s Letter 4 Group Managing Director’s Letter 7 Operational Report 10 Board of Directors 11 Executive Leadership 12 Corporate Governance 13 Directors’ Report 31 Financial Report Corporate Directory Gale Pacific Limited ABN 80 082 263 778 Directors David Allman (Chairman) Nick Pritchard (Group Managing Director) Peter Landos (Non Executive Director) John Murphy (Non Executive Director) George Richards (Non Executive Director) Company Secretary Sophie Karzis Registered Office 145 Woodlands Drive, Braeside, Victoria, 3195 T + 613 9518 3333 Solicitors Norton Gledhill Level 23, 459 Collins Street, Melbourne, Victoria, 3000 T + 613 9614 8933 Auditors Deloitte Touche Tohmatsu 550 Bourke Street, Melbourne, Victoria, 3000 T + 613 9671 7000 Share Registry Computershare Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067 T + 613 9415 4000 Website Address www.galepacific.com 2015 Annual General Meeting The Annual General Meeting will be held on Friday 30 October 2015. The Notice of Meeting and Proxy Form are separate items accompanying this 2015 Annual Report. For personal use onlyWho We Are GALE Pacific is a manufacturer and marketer of commercial and DIY products that protect and enhance environments around the world. Based in Australia, we operate globally with approximately half our revenue coming from other markets. Our products are marketed across commercial and retail sectors, with distribution into architectural, horticultural, agricultural, mining, construction, and home improvement channels. They are stocked by many of the world’s largest retailers and also have strong online distribution. Key products include architectural shade fabrics, exterior window shades, shade sails and an array of specialised commercial fabrics used for crop protection, irrigation, water storage and screening. Retail shade and screening products are marketed under the Coolaroo brand. Commercial products are marketed under the GALE Pacific brand. In Australia and New Zealand we also market a range of interior window furnishings under the ZONE Interiors brand and a range of glass DIY pool fencing and balustrading, shower screens and other glass products under the EVERTON brand. GALE Pacific is a world leader in specialised textiles and associated products and is recognised in our markets as an innovator and long-term producer of premium quality products. The company is focused on strengthening our global market position through product innovation and brand strength. GALE PACIFIC LIMITED 2015 ANNUAL REPORT 1 For personal use onlyResults at a glance Sales $A million H1 H2 Underlying NPAT $A million H1 H2 2014 137.3 2015 148.0 150 100 50 0 2014 8.2 2015 6.9 10 8 6 4 2 0 Underlying EBITDA $A million H1 H2 Gross operating cash fl ow $A million H1 H2 2014 17.6 2015 18.2 20 15 10 5 0 15 10 5 0 -5 -10 as % of EBITDA 200 13.4 100 8.2 -4.0 -9.0 2014 2015 0 -100 -200 -300 -400 Net debt $A million H1 H2 Sales by region $A ’000s 30 20 10 0 26.2 as % of equity 16.7 30 20 10 0 13.6 11.2 2014 2015 82,742 Australasia 43,360 Americas 14,405 Middle East / North Africa 7,486 China Manufacturing and EurAsia 2 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use onlyChairman’s letter Chairman’s Letter David Allman In August 2014 GALE Pacific announced a leadership change with the appointment of Nick Pritchard as Group Managing Director. Subsequently he announced a strategy to increase the company’s profitability and restore shareholder value. At the half year we reported that we had made substantial progress with implementing the strategy; however this progress had not improved financial results at that stage. Pleasingly, the second half financial results for FY2015 have verified that the strategic plan is working, leading to increased revenue and profitability, improved working capital management, continuing reductions in the cost of servicing customers, and reduced debt. Second half underlying EBITDA of $13.7 million was 33% higher than the prior corresponding period, following a first half when underlying EBITDA was down 38%. The strategic initiatives we have undertaken have positioned the company to achieve sustainable earnings growth as we focus on building long-term shareholder value. A final unfranked dividend of 1 cent per share will be paid to shareholders on 1 December 2015. The group has a strong balance sheet with net debt at 30 June of $16.7 million which is less than underlying EBITDA, and gearing (net debt divided by net debt plus shareholders funds) of 15%. Management and Staff On behalf of the Directors, I would like to thank GALE Pacific employees for their hard work and commitment to grow and improve the business, particularly while implementing such a significant change agenda. During the year we welcomed several new members to the management team and are confident that they will make a great contribution and help the business to realise its considerable potential. Financial Position In FY2015 the group recorded sales of $148 million, an 8% year- on-year increase. The USA and Middle East regions performed particularly well with strong sales and earnings growth. While the Australian business increased its sales, profitability was well below an acceptable level, due to increased product costs caused by the depreciation in the Australian dollar, the need for increased marketing spend, and ongoing investment to streamline and improve the company’s supply chain. Underlying EBITDA for the year was $18.2 million, representing a small improvement over 2014. Underlying Net Profit After Tax (NPAT) was $6.9 million which is in line with our earnings guidance of $6.5-$7.5 million in February. Looking Forward In FY2016 the company will continue to execute its strategy and Directors believe the company to be well positioned, with a new leadership team and clear plans to deliver solid revenue and earnings growth. We expect the Australian region to increase its profitability to a more acceptable level with increased revenue and lower costs resulting from supply chain improvements, reduced inventory and the absence of the one- off investments required in FY2015. Globally we see strong growth potential across both the retail and commercial sectors and are encouraged by the product category range wins which are being achieved in both channels. After restructuring and product re-launch costs of $1.7 million, statutory NPAT was $5.2 million compared with $8.2 million in FY2014. Statutory earnings per share were 1.74 cents compared with 2.77 cents in FY2014. David Allman Chairman GALE PACIFIC LIMITED 2015 ANNUAL REPORT 3 For personal use onlyChairman’s letter Group Managing Director’s Review Nick Pritchard In my first year leading GALE Pacific, I am very pleased to be able to report considerable progress in the transformation of the company in line with our strategic plan, as well as strong second half financial performance. Whilst full year earnings were below the prior year, they were in line with the guidance provided to the market in February and the results for the second half demonstrate that the transformation plan is working. In the second half the company’s underlying EBIT was more than five times the first half of FY2015 and 20% above the prior corresponding period. During the second half we were also successful in significantly reducing inventory across the group and achieving important supply chain improvements. Inventory reductions were achieved across all regions and, whilst there is still work to do on the supply chain, our efforts are now starting to drive sizeable cost reductions in warehousing, transport and product. Building Momentum In late August 2014 we announced a strategy to create a more focused, more innovative, globally collaborative business geared towards improving service and leveraging our global scale. Whilst it will take time to realise the full benefits of this strategy, it is pleasing to be able to report a number of achievements: • Structure – We now have a more global organisational structure, with a global supply chain model aimed primarily at improving working capital management and leveraging the company’s scale in procurement. • Product Categories – We have defined our product category strategy including plans to exit non-strategic categories and focus on our core business. • Innovation – We have established a strong pipeline of innovative products in our core categories, which already have translated into significant range wins with our largest retail customer in Australia. • Collaboration – A global executive leadership team has been established with an operating cycle that supports sharing ideas and marketing programs between regions. • Service – Increases in key service level metrics have been achieved, particularly in Australia, and we have started to build a stronger customer service culture company-wide. • Selling Regions – We have implemented a regional selling model with the establishment of the EurAsia region, based in Shanghai, and with other geographical changes aimed at servicing overseas customers locally and at lower cost. • Digital Strategy – Digital strategies for all brands have been developed and new ZONE Interiors and EVERTON web sites have been launched, with additional web sites imminent. Efficiency and Effectiveness Projects We also announced six projects to unlock GALE Pacific’s capacity for growth and position the company for success. Each of these projects was sizeable and expected to take some time to complete, and it is pleasing to be able to report that the first three have now been completed with good progress on the remaining three. • Brands – The company’s fourteen brands have been reduced to five, with the goal of investing in a smaller number of brands and making them more meaningful to consumers and customers. • China Manufacturing Pricing Model – The company’s China manufacturing operation has been established as a cost centre rather than a profit centre, effective 1 July 2015. 4 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use onlyTop left: Coolaroo Butterfly gazebo Top right: ZONE Interiors window furnishings Bottom left: EVERTON DIY pool fencing Bottom right: GALE Pacific horticultural fabrics In late August 2014 we announced a strategy to create a more focused, more innovative, globally collaborative business geared towards improving service and leveraging our global scale. This improves visibility on regional profits and transitions the focus in China to manufacturing efficiency and service. • New Product Development – Improved research and development processes and a focus on fewer, but larger, global projects have translated into a strong new product pipeline and impressive product ranging wins. • Extrusion Coating Technology Upgrade – We commissioned a new operating system and scanning technology for the company’s Australian-based extrusion coating plant. The upgrade was implemented according to plan and already is improving product quality and productivity. • Global Supply Chain Model – This project, which will focus on product forecasting, global procurement, manufacturing, inventory management and supply chain reporting, is in its early stages. Achievements so far have included strengthened processes, improved supplier payment terms and reduced inventory. • I.T. Optimisation – In April we successfully implemented a new ERP (I.T.) system in the Americas region. We continue to build the company’s information technology capability and expect these investments will drive productivity and service improvement. Health and Safety It is very encouraging to be able to report a strong safety performance across the business. During the year we implemented increased standards of housekeeping and safety and I am pleased with the commitment and ongoing improvements across all facilities. Looking Forward We have made considerable progress with implementing our strategy. We have laid important building blocks implementing the right structure, building team capability, developing the right brand and product strategies, creating the information technology infrastructure, investing in our core manufacturing competencies, building a stronger company culture, and more. We have achieved these whilst systematically improving our working capital position, reducing debt and delivering a solid second half financial performance. The next phase of the company’s transformation will focus on: • Successful execution of the significant new business we have won across product categories in Australia; • International Market and Product Review – This project will define, and establish entry plans for, key expansion markets. It will also develop a strategy around the European region. • Building a more robust global supply chain with improvements in product forecasting, procurement, manufacturing and inventory management; GALE PACIFIC LIMITED 2015 ANNUAL REPORT 5 For personal use onlyGroup Managing Director’s Review continued Below: The company has a clear focus on its core business. Pictured below: Coolaroo cantilever market umbrella. • Advancing our new product development, particularly in the area of commercial fabrics; • Building strategies for accelerated commercial sector growth in all regions; • Developing a strong EurAsia selling region; and • Continuing to optimise the company’s information technology platform to reduce costs and improve service. We are confident that GALE Pacific is well positioned to deliver strong sales and earnings growth. As evidenced by our results in the second half of FY2015, our people have responded to the challenges faced throughout the year with professionalism and I thank them for their commitment to improve the company’s performance. Thank you too to our shareholders who have supported GALE Pacific through challenging times and a considerable change agenda. We are building momentum and are confident of a very bright future. Nick Pritchard Group Managing Director For personal use onlyOperational Report Sales Underlying EBITDA Underlying EBIT Underlying profit before tax Underlying profit after tax Statutory profit/loss before tax Statutory profit/loss after tax Net cash provided by operating activities Net debt Diluted earnings per share Dividends per share FY2015 A$ million Change % FY2014 A$ million 137.3 17.6 12.1 11.0 8.2 11.0 8.2 4.2 11.2 148.0 18.2 10.6 8.7 6.9 6.2 5.2 4.4 16.7 2.72 cents 2.65 cents 1.72 cents 1.0 cent 8 3 (13) (21) (16) (43) (37) 5 49 (37) (62) The group’s sales for the full year were $148.0 million, up 8 per cent on FY2014. Sales increased in all major markets with strong seasonal sales in the Americas and the Middle East regions underpinning the result. In New Zealand both retail and commercial channels returned to strong growth with positive performance across most categories. New retail ranging was secured, positioning the company for future growth. Underlying EBITDA was $18.2 million, representing a 3% increase over FY2014. Lower earnings by the Australian business were fully offset by strong performance in the Americas and Middle East operations as they continued to grow. EBITDA in the second half increased by 33% over the prior corresponding period, following a decrease of 38% in the first half. The region’s full year earnings were impacted by higher inventory levels and other supply chain challenges, as well as by transformation activities including restructuring, investments in marketing, and exiting non-core categories. Earnings were also affected by the depreciation of the Australian dollar. Wherever possible, price increases were implemented to offset some of the cost pressures. Australasia FY2014 A$ million FY2015 A$ million % change Sales Underlying EBITDA 79.9 4.7 82.7 3.2 4 (32) Australian sales through retail channels continued to grow with increased demand for shade cloth, portable shade structures, pool fencing, mirrors and shower screens, although sales of shade-related products were impacted by cooler summer weather. Increased retail sales in Australia were partially offset by lower commercial sales, caused primarily by the non-repeat of a large commercial fabric export order in the prior year and by weaker demand for grain protection fabrics due to weather. Excluding the impact of the non-repeated export order, underlying commercial sales grew 30% indicating considerable improvement in the region’s commercial fabrics business. A comprehensive brand and product category review was completed during the second half and decisions were made to exit brands with low consumer equity and non-core categories including folding doors, pet beds and pet kennels. Two major projects were completed successfully: • The EVERTON pool fencing and balustrade range, formerly branded Highgrove, was relaunched with more effective and durable packaging, a website with a consumer-friendly product selection facility and improved in-store representation. All inventory in retail stores was converted to the new EVERTON format during the year, in time for the peak selling season. The conversion, a project of significant scale and complexity, was executed according to plan. Point- of-sale performance, which previously was declining, is now positive and the company is in a position to capitalise on the potential of this category. • An underperforming range of Zone Hardware interior blinds was also reviewed and replaced throughout the year by a more fashionable range of ZONE Interiors branded products. GALE PACIFIC LIMITED 2015 ANNUAL REPORT 7 For personal use onlySlow-moving inventory in stores was replaced by an updated and more stylish range, positioning the category for future growth. vehicle protection for automotive manufacturers. Further investments in this fast-growing region, coupled with the company’s new architectural fabric products, are expected to result in ongoing growth. Sales of GALE Pacific commercial knitted fabrics increased. Considerable steps were taken to accelerate new product development in both knitted and coated fabrics, and this will remain a key area of focus as the company establishes its technical leadership in commercial fabrics. The company continued to make improvements across its Australian and New Zealand supply chain, with the number of warehouses reduced to simplify the supply chain and lower costs. In the second half warehouse efficiencies and service level improvements were achieved and progress was made in reducing the number of suppliers and improving trading terms. Americas FY2014 A$ million FY2015 A$ million % change Sales Underlying EBITDA 36.1 3.3 43.4 5.0 20 51 Sales and profit grew strongly with sales increasing across retail, online and commercial sectors. During the year the region upgraded its ERP (I.T.) system successfully and also extended its custom window shade manufacturing plant to Florida to service customers more effectively and reduce freight costs. The region has assumed responsibility for South America as part of the strategy to service global customers locally rather than from Australia, and this is expected to lead to increased sales in FY2016. The company also invested in sales leadership for the Americas commercial business. Currently this is small, but it has considerable potential and significant progress is expected in FY2016. Middle East / North Africa (formerly Middle East) China Manufacturing and EurAsia (formerly International) FY2014 A$ million FY2015 A$ million % change Sales Underlying EBITDA 9.0 9.7 7.5 10.6 (17) 9 Sales to the EurAsia region declined as the company moved from an Australian-based selling team to a selling team based in this high potential region. Sales in Japan and Europe were lower, but in the future will benefit from structural changes implemented during the year and new leadership. The company’s Chinese manufacturing operations, which produce knitted and woven fabrics including a range of value-added products, were affected by lower demand in Australia and by initiatives to reduce global inventory. Efficiency in the plant remained high, with strong performance in quality and waste reduction and improvements in service metrics. During the year the EurAsia region completed a review of its markets and product portfolio which resulted in refocusing on core product categories and restructuring its leadership, with the appointment of a new General Manager for the EurAsia zone, based in Shanghai. He has considerable international business experience and will lead the company’s entry into China as well as expansion into key European and Asian markets. Balance Sheet Net debt at 30 June 2015 was $16.7 million, compared with $26.2 million at 31 December 2014 and $11.2 million at 30 June 2014. The increase during the year reflected greater investment in product development, regeneration of the China manufacturing facilities, and integration of the Americas operations onto the Company’s global ERP (I.T.) platform. FY2014 A$ million FY2015 A$ million % change Cash Generation and Working Capital Sales Underlying EBITDA 12.2 2.7 14.4 3.3 18 20 The company continued its strong performance in the region driven by sales of architectural shade fabrics for use in large scale shading projects, including public areas, car parks and Group working capital increased year-on-year as a result of unfavourable exchange rate translation, increased receivables following higher year-end sales and higher inventory which was due partly to recent Australian new product range wins. Despite this, operating cash flow for the year was $4.4 million, with positive operating cash generation of $13.4 million in the second half. Strong sales performance in the Americas 8 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use onlyand Middle East regions and continuing cost reductions in Australasia were the key drivers of this performance. In the second half of FY2015 the company reduced inventory by $9.5 million despite exchange translation and revaluations, driven by disciplined focus on inventory management, with an increase in inventory turn and a decrease in aged inventory. These improvements reflect the continuing benefits of the company’s strategy to globalise the supply chain and increase its information technology capabilities. Reconciliation of Underlying Result to Statutory Result During the period, the company incurred non-recurring costs related to restructuring and the re-launch of the company’s pool fencing and balustrade ranges. The table below reconciles the underlying results to the statutory results. Underlying profit, EBITDA and EBIT are the Statutory profit, EBITDA and EBIT respectively adjusted for non-recurring costs related to restructuring and the re-launch of the company’s pool fencing and balustrade ranges. The Company believes that underlying profit, EBITDA and EBIT provide a better understanding of its financial performance and allows for a more relevant comparison of financial performance between financial periods. Underlying profit, EBITDA and EBIT are useful as they remove significant items that are material items of revenue or expense that are unrelated to the underlying performance of the business thereby facilitating a more representative comparison of financial performance between financial periods. Underlying profit is presented with reference to the Australian Securities and Investments Commission Regulatory Guide 230 “Disclosing non- IFRS financial information” issued in December 2011. The Company’s policy for reporting underlying profit is consistent with this guidance. This information has not been subject to audit or review by the external auditor. Statutory Restructuring costs Product re-launch costs Underlying EBITDA A$ million EBIT A$ million Profit before tax A$ million Profit after tax A$ million 15.7 0.3 2.2 18.2 8.0 0.3 2.2 10.6 6.2 0.3 2.2 8.7 5.2 0.2 1.5 6.9 Right: ZONE Interiors window furnishings GALE PACIFIC LIMITED 2015 ANNUAL REPORT 9 For personal use onlyBoard of Directors David Allman B.Sc Chairman and Non Executive Director since November 2009 John Murphy CA, FCPA, B.Comm, M.Comm Non Executive Director since August 2007 David was Managing Director of McPherson’s Limited from 1995 to 2009 and prior to that was Managing Director of Cascade Group Limited for 7 years. Before this David held senior positions with Elders IXL Limited and Castlemaine Tooheys Limited. David holds a degree in engineering and prior to obtaining general management positions held managerial roles in production management, finance and marketing. David is Chairman of Muir Engineering Pty Ltd. David is the Chairman of the Company’s Nomination Committee and is a member of the Audit and Risk and Remuneration Committees. John was the Managing Director of Investec Wentworth Private Equity Limited from 2002 until 30 September 2011. Also on that date John changed from being an executive to a non executive director of Investec Bank (Australia) Limited. John is currently a director of Ariadne Australia Limited and Vocus Communications Limited. John is the Chairman of the Company’s Remuneration Committee and is a member of the Audit and Risk and Nomination Committees. Nick Pritchard B.Bus (Marketing) Group Managing Director George Richards CPA Non Executive Director since May 2004 Nick joined GALE Pacific in August 2013 as Managing Director – Australia and New Zealand and was appointed Group Managing Director in August 2014. Prior to joining GALE, Nick held senior leadership positions at Newell Rubbermaid, most recently, Vice-President/General Manager – Australia and New Zealand where he led all business segments. Nick has considerable local and international experience leading a highly profitable, high growth organisation. Nick was formerly Marketing Manager and Product Manager of GALE Pacific between 1996 and 2003 and developed the Coolaroo brand and many of the company’s highly successful products. George was the Chief Executive of Mitre 10 South West Ltd during the 1990’s and was previously the Managing Director of Cooper Tools, a market leader in hand tools manufacture and distribution. George has had over 50 years experience in retail, marketing, manufacturing and distribution. George is a board member of The Alfred Foundation and an Associate Member of the Australian Society of Accountants (CPA). George is Chairman of the Company’s Audit and Risk Committee and is a member of the Nomination and Remuneration Committees. Peter Landos B.Econ., CA Non Executive Director since May 2014 Peter is the Chief Operating Officer of the Thorney Investment Group of Companies with whom he has been since September 2000, having previously worked at Macquarie Bank Limited. Peter has extensive business and corporate experience specialising in advising boards and management in mergers and acquisitions, divestments, business restructurings and capital markets. Peter is also a Non Executive Chairman of Adacel Technologies Limited. Peter is a member of the Company’s Nomination, Audit and Risk and Remuneration Committees. 10 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use onlyExecutive Leadership Matt Parker Chief Financial Officer Bernie Wang General Manager – China Operations Matt joined GALE Pacific in April 2015. Matt is an experienced finance professional having held key finance roles at Ford Motor Company Australia, Nissan Motor Company Australia and Cadbury Schweppes. Prior to joining GALE, Matt was the CFO of Paragon Care Ltd (ASX:PGC). Matt is a certified practising accountant and holds a Bachelor’s Degree in Business and Arts (Japanese). He is a registered member of CPA Australia and an affiliate of the Securities Institute of Australia. Bernie joined GALE Pacific in February 2009 and has 20 years experience in the chemical fibre textile industry. Bernie started his career with a large tyre cord manufacturer in China and also held roles in plant management and technical leadership. Bernie then spent four years with DuPont Fibre as Operations Manager and Maintenance Manager. Before joining GALE, Bernie worked for 5 years for a German company in China where he was responsible for the design and construction of the factory and the establishment of manufacturing operations. Anthony Richardson General Manager – Australia and New Zealand Bruno Marotta General Manager – Supply Chain Anthony joined GALE Pacific in June 2012 and has more than 20 years’ experience in Sales, Marketing & General Management across the consumer goods, packaging and consulting industries. He has held senior management roles including General Manager – China for DuluxGroup along with Marketing Director and the National Sales Manager role at Yates. Anthony has a track record of driving successful and positive change programs and a global perspective having lived and worked in China, North America, the UK and Australia. Martin Denney General Manager – Americas Bruno joined GALE Pacific in October 2014 and has over 30 years’ experience in the supply chain arena. Bruno spent 18 years in senior supply chain roles at America Tool Company/ Newell Rubbermaid where his responsibilities included leading warehouse facilities, logistics, procurement and customer service functions across the Asia Pacific region. Ali Haidar General Manager – Middle East & North Africa Martin joined GALE Pacific in June 2006 and has strong commercial and strategic planning skills gained over 20 years across a range of industries including food and beverage, distribution, manufacturing, technology and property development. Martin has held senior management roles including General Manager of Socomin, a branded food import and distribution division of Pacific Dunlop Group. Other roles include National Sales and Marketing Manager at Dennis Family Corporation and Business Development Manager at Adacel Technologies. Ali Joined GALE Pacific in August 2004 and has 10 years’ experience in sales and marketing with a strong record of business development and project management. Ali has a successful record of growing the Middle East business. Ted Varani General Manager – EurAsia Ted joined GALE Pacific in April 2015. Originally from the USA, for the past 20 years Ted has been involved in international sales, cross-border management and entrepreneurialism based out of the USA, Japan, France and China. Ted has been involved in projects in the fields of predictive analytics, mobile apps, public utilities, and medical devices, with a notable period of 9 years within the Veolia Group where he served as worldwide Business Development Manager as well as General Manager of a US $50M Chinese subsidiary. GALE PACIFIC LIMITED 2015 ANNUAL REPORT 11 For personal use onlyCorporate Governance The Company’s Directors and management are committed to conducting the Group’s business in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Third Edition) (Recommendations) to the extent appropriate to the size and nature of the Group’s operations. The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company, identifies any Recommendations that have not been followed, and provides reasons for not following such Recommendations (Corporate Governance Statement). In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on GALE Pacific’s website (www.galepacific.com), and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX. The Appendix 4G will particularise each Recommendation that needs to be reported against by GALE Pacific, and will provide shareholders with information as to where relevant governance disclosures can be found. The Company’s corporate governance policies and charters are all available on GALE Pacific’s website (www.galepacific.com). 12 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report The Directors of Gale Pacific Limited (“the Company”) present their annual financial report for the Company and its controlled entities (“the Group”) for the financial year ended 30 June 2015. The Directors in office at any time during or since the end of the year to the date of this report are: David Allman, B.Sc. Chairman and Non Executive Director since November 2009 David was Managing Director of McPherson’s Limited from 1995 to 2009 and prior to that was Managing Director of Cascade Group Limited for 7 years. Before this David held senior positions with Elders IXL Limited and Castlemaine Tooheys Limited. David holds a degree in engineering and prior to obtaining general management positions held managerial roles in production management, finance and marketing. David is Chairman of Muir Engineering Pty Ltd. In the three years prior to 30 June 2015 Peter was also a director of McPherson’s Group Limited. David is Chairman of the Company’s Nomination Committee and is a member of the Audit and Risk and Remuneration Committees. Nick Pritchard, B Bus. (Marketing) Group Managing Director appointed 22 August 2014 Nick joined GALE in August 2013 as Managing Director Australia and New Zealand and was appointed Group Managing Director on 22 August 2014. Prior to joining GALE, Nick held senior leadership positions at Newell Rubbermaid, most recently, Vice-President/General Manager – Australia and New Zealand where he led all business segments for the Australia and New Zealand markets. Nick has considerable local and international experience in brand development, business consolidation and leading a highly profitable, high growth organisation. Nick was formerly Marketing Manager and Product Manager of GALE Pacific between 1996 and 2003 and developed the Coolaroo brand and many of the company’s highly successful products. No other directorships of listed companies were held by Nick at any time during the three years prior to 30 June 2015. Peter Landos, B.Econ., CA Non Executive Director since May 2014 Peter is the Chief Operating Officer of the Thorney Investment Group of Companies with whom he has been since September 2000, having previously worked at Macquarie Bank Limited. Peter has extensive business and corporate experience specialising in advising boards and management in mergers and acquisitions, divestments, business restructurings and capital markets. Peter is also a Non Executive Chairman of Adacel Technologies Limited. In the three years prior to 30 June 2015 Peter was also a director of McPherson’s Group Limited, Rattoon Holdings Limited and Adacel Technologies Limited. Peter is a member of the Company’s Nomination, Risk, Audit and Remuneration Committees. 13 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report Continued John Murphy, CA, FCPA, B.Comm, M.Comm Non Executive Director since August 2007 John was the Managing Director of Investec Wentworth Private Equity Limited from 2002 until 30 September 2011. Also on that date John changed from being an executive to a non executive director of Investec Bank (Australia) Limited. John is currently a director of Ariadne Australia Limited and Vocus Communications Limited. In the three years prior to 30 June 2015 John was also a director of Clearview Wealth Limited, Kresta Holdings Limited and Redflex Holdings Limited. John is the Chairman of the Company's Remuneration Committee and is a member of the Audit and Risk and Nomination Committees. George Richards, CPA Non Executive Director since May 2004 George was the Chief Executive of Mitre 10 South West Ltd during the 1990’s and was previously the Managing Director of Cooper Tools, a market leader in hand tools manufacture and distribution. George has had over 50 years experience in retail, marketing, manufacturing and distribution. George is a board member of The Alfred Foundation and an Associate Member of the Australian Society of Accountants (CPA). No other directorships of listed companies were held by George at any time during the three years prior to 30 June 2015. George is Chairman of the Company’s Audit and Risk Committee and is a member of the Nomination and Remuneration Committees. Ms Sophie Karzis, B Juris LLB Company Secretary Sophie was appointed as Company Secretary in June 2004. Sophie is a practising lawyer who holds roles at a number of public and private companies. State of Affairs There were no significant changes in the state of affairs of the Group during the financial year. Events Subsequent to Balance Date Apart from the dividend declared as discussed above, no other matter or circumstance has arisen since 30 June 2015 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. Likely Developments Disclosure of information regarding likely developments in the operations of the Group in future financial years has been made in part in the Chairman’s Letter of this Annual Report. Any further such disclosure and the expected results of those operations is likely to result in unreasonable prejudice to the Group and has accordingly not been disclosed in this report. Environmental Regulation and Performance The Group’s operations are not subject to any significant environmental regulations under the Commonwealth or State legislation. The Directors believe that the Group has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Group. 14 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Dividends Dividends paid to members during the financial year were as follows: Final ordinary dividend for the year ended 30 June 2014 of 1.35 cent per share paid on1 December 2014 4,016 7,883 In addition to the above dividends, on the 24 of August the Directors declared a dividend of 1 cent per share to the holders of fully paid ordinary shares in respect of the year ended 30 June 2015, payable on 1 December 2015 to shareholders on the register at 17 November 2015. The final dividend will be unfranked. This dividend has not been included as a liability in these financial statements. The total estimated dividend to be paid is $2,974,744. For the full year, the dividend of 1 cent per share has been declared on earnings of 1.94 cents per share. 2014 / 2015 ($000) 2013 / 2014 ($000) Share Based Payments Performance Rights The number of performance rights on issue at the date of this report is 2,364,138. No amount is payable on the vesting of a performance right. Each performance right entitles the holder to one (1) ordinary share in GALE Pacific Limited in the event that the performance right is exercised. Performance rights carry no rights to dividends and no voting rights. 2,690,965 performance rights were granted to executives and the Group Managing Director on 11 December 2014. The performance rights will vest subject to a continuation of employment to 30 June 2017 and the satisfying of relevant performance hurdles based on the Group’s diluted earnings per share over the three year period from 1 July 2014 to 30 June 2017. None of these performance rights can vest until 30 June 2017 and expire on 1 December 2017. As at 30 June 2015, 326,827 of these performance rights lapsed as the time based performance hurdle was not met. A further 3,700,000 performance rights lapsed during the year to 30 June 2015 either as the relevant personnel ceased employment with the Company or because the previous Performance Rights were cancelled and replaced with the current Performance Rights. The performance rights are subject to a continuation of employment for three years and then the satisfying of relevant performance hurdles based on improvements in the Group’s diluted earnings per share over the three year period. Further details of the options and performance rights movements during the reporting period are disclosed in the Remuneration Report. Indemnification of Officers and Auditors During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary and all Executive Officers of the Company and of any related body corporate against a liability incurred as a Director, Secretary or Executive Officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as an officer or auditor. Directors’ Shareholdings The following table sets out each Director’s relevant interest in shares, options and performance rights in shares of the Company as at the date of this report. Directors D Allman P Landos J Murphy N Pritchard G Richards P McDonald Fully Paid Ordinary Shares Options Performance Rights 1,443,804 Nil 3,316,599 212,804 491,899 2,337,874 1 Nil Nil Nil Nil Nil Nil Nil Nil Nil 865,385 Nil Nil 1 As at resignation date of 22 August 2014 15 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report Continued Directors’ Meetings The table below sets out the attendance by Directors. Directors’ Meetings Audit and Risk Committee Meetings Remuneration Committee Meetings Nomination Committee Meetings Directors D Allman P Landos J Murphy G Richards N Pritchard P McDonald Attended No of Meetings Eligible to Attend 12 12 12 12 9 3 10 11 12 11 9 2 No of Meetings Eligible to Attend 2 2 2 2 N/A N/A Attended 2 2 2 2 N/A N/A No of Meetings Eligible to Attend 2 2 2 2 N/A N/A Attended 2 1 2 2 N/A N/A No of Meetings Eligible to Attend 1 1 1 1 N/A N/A Attended 1 1 1 1 N/A N/A The members of the Audit and Risk Committee are David Allman, Peter Landos, John Murphy and George Richards. The Chairman of the Audit and Risk Committee is George Richards. The members of the Remuneration Committee are David Allman, Peter Landos, John Murphy and George Richards. The Chairman of the Remuneration Committee is John Murphy. The members of the Nomination Committee are David Allman, Peter Landos, John Murphy and George Richards. The Chairman of the Nomination Committee is David Allman. Remuneration Report This report contains the remuneration arrangements in place for Directors and Executives of the Group. The Remuneration Committee reviews the remuneration packages of all Directors and Executive Officers on an annual basis and makes recommendations to the Board. Remuneration packages are reviewed with due regard to performance and other relevant factors, and advice is sought from external advisors in relation to their structure. The Group’s remuneration policy is based on the following principles:    Provide competitive rewards to attract high quality executives; Provide an equity incentive for senior executives that will provide an incentive to executives to align their interests with those of the Group and its shareholders; and Ensure that rewards are referenced to relevant employment market conditions. Remuneration packages contain the following key elements:    Primary benefits – salary/fees; Benefits, including the provision of motor vehicles and incentive schemes, including performance rights; and Performance rights, if the performance criteria and any Board discretion are satisfied, entitle an executive to be issued shares in the Company at no cost to the executive. Shares are issued subsequently after the time all performance rights vesting conditions are met 16 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Relationship between the remuneration policy and company performance The table below set out summary information about the consolidated entity’s earnings and movements in shareholder wealth for the five years to 30 June 2015: Sales Net profit before tax Net profit after tax Share price at start of year Share price at end of year Interim dividend Final dividend Basic earnings per share Diluted earnings per share Remuneration Practices 30 June 2015 30 June 2014 30 June 2013 30 June 2012 30 June 2011 147,993 6,221 5,170 23 cents 17 cents - 1.0 cent 1.74 cents 1.72 cents 137,304 10,988 8,233 26 cents 23 cents 1.30 cents 1.35 cents 2.77 cents 2.72 cents 119,988 12,016 9,084 24 cents 26 cents 1.20 cents 1.35 cents 3.07 cents 3.00 cents 110,473 11,454 8,477 21 cents 24 cents 1.20 cents 1.20 cents 2.86 cents 2.45 cents 95,580 9,061 7,100 16 cents 21 cents 1.00 cents 1.00 cents 2.42 cents 2.20 cents The Group policy for determining the nature and amount of emoluments of Board members and Senior Executives is as follows. The remuneration structure for Executive Officers, including Executive Directors, is based on a number of factors including length of service, particular experience of the individual concerned, and overall performance of the Group. The contracts of service between the Group and Executive Directors and Executives are on a continuing basis, the terms of which are not expected to change in the immediate future. Upon retirement Executive Directors and Executives are paid employee benefit entitlements accrued to date of retirement. Payment of bonuses, and other incentive payments are made at the discretion of the Remuneration Committee to Key Executives of the Group based predominantly on an objective review of the Group’s financial performance, the individuals’ achievement of stated financial and non financial targets and any other factors the Committee deems relevant. Non Executive Directors receive a fee for being Directors of the Company and do not participate in performance based remuneration. Remuneration Structure In accordance with best practice corporate governance, the structure of Non Executive Directors and Senior Managers remuneration is separate and distinct. Non Executive Director Remuneration Objective The Board seeks to set remuneration at a level which provides the Company with the ability to attract and retain directors of relevant experience and skill, whilst incurring costs which are acceptable to shareholders. Structure The Company’s Constitution and the Australian Securities Exchange Listing Rules specify that the aggregate remuneration of Non Executive Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the Directors as agreed. The last determination was at the Annual General Meeting held on 26 October 2012 when shareholders’ approved the Company’s constitution which provides for an aggregate remuneration of $500,000 per annum. The amount of the aggregate remuneration and the manner in which it is apportioned is reviewed periodically. The Board considers fees paid to Non Executive Directors of comparable companies when undertaking this review process. Each Non Executive Director receives a fee for being a Director of the Company and does not participate in performance based remuneration. Senior Manager and Executive Director Remuneration Objective The Group aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Group. The objective of the remuneration policy is:    Reward executives for Group and individual performance; Align the interests of the executives with those of the shareholders; and Ensure that total remuneration is competitive by market standards. 17 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report Continued Structure In determining the level and make up of executive remuneration, the Remuneration Committee reviews reports detailing market levels of remuneration for comparable roles. Remuneration consists of fixed and variable elements. (a). Share Based Payments The Group maintains a performance rights scheme for certain staff and executives, including the Group Managing Director, as approved by shareholders at an annual general meeting. These schemes are designed to reward key personnel when the Group meets performance hurdles increasing the diluted earnings per share and relate to:   Improvement in earnings per share; and Improvement in return to shareholders. The number of unissued ordinary shares under the performance rights scheme at 30 June 2015 was 2,364,138. All of these performance rights were granted on 11 December 2014 and will not vest until the time the Company’s 2017 Annual Report is released to the ASX (on or around 20 September 2017). Each performance right entitles the holder to one (1) ordinary share in Gale Pacific Limited and is subject to satisfying the relevant performance hurdles based on improvements in the Group’s diluted earnings per share. Options and performance rights issued to executives during the year were issued in accordance with the Group’s remuneration policy which:    Reward executives for Group and individual performance; Align the interests of the executives with those of the shareholders; and Ensure that total remuneration is competitive by market standards. (b). Cash Bonuses One year short term performance cash bonus payments are awarded in accordance with the company’s remuneration policy. The budget targets for each business unit and the company overall is established each year by the Board. The performance criteria include sales and earnings before interest and tax growth and working capital management. For corporate executives, the performance criteria include growth in earnings before interest and tax and profit after tax. Key Management Personnel of the Group Who Held Office During the Year Directors D Allman (Chairman Non Executive) P Landos (Non Executive) J Murphy (Non Executive) G Richards (Non Executive) N Pritchard (Group General Manager) (Appointed 22 August 2014) P McDonald (Managing Director and Chief Executive Officer) (Resigned 22 August 2015) Executives M Parker (Chief Financial Officer) A Richardson (General Manager Australia & New Zealand) M Denney (General Manager – Americas)) B Wang (General Manager – China) B Marotta (General Manager – Supply Chain) A Haidar (General Manager – Middle East & North Africa) T Varani (General Manager – EurAsia) 18 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only The following table discloses the remuneration of the Directors of the Company: 2014 / 2015 Short Term Benefits Post Employment Share Based Payments Termination Benefits Total Performance Related Directors Salary & Fees $ Bonus $ Non Monetary $ Super Rights $ $ Executive Directors N Pritchard 1 P McDonald 2 343,263 362,059 Non-Executive Directors D Allman G Richards J Murphy P Landos Total 114,220 50,000 77,626 68,493 1,015,661 - - - - - - - - - - - - - - 25,000 12,500 10,845 35,000 7,374 6,507 32,683 - - - - - Total Rights $ % % 400,946 8.2% 8.2% $ - 235,813 610,372 - - - - 125,065 85,000 85,000 75,000 - - - - - - - - - - 97,226 32,683 235,813 1,381,383 2.3% 2.3% 2013 / 2014 Short Term Benefits Post Employment Share Based Payments Termination Benefits Total Performance Related Directors Salary & Fees $ Bonus $ Non Monetary $ Executive Directors P McDonald 495,500 Non-Executive Directors D Allman G Richards J Murphy P Landos Total 114,416 51,314 77,803 11,442 750,475 - - - - - - - - - - - - Super Rights Total Rights $ 25,000 10,584 33,686 7,197 1,058 77,525 $ - - - - - - $ $ % % - - - - - - 520,500 125,000 85,000 85,000 12,500 828,000 - - - - - - - - - - 1 Mr Pritchard commenced employment as Managing Director – Australia & New Zealand on 19 August 2013 and became a Director on 22 August 2014. 2 Mr McDonald resigned from the company on 22 August 2014. 19 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report Continued The following table discloses the remuneration of the Group’s key management personnel: 2014 / 2015 Short Term Benefits Post Employment Share Based Payments Termination Benefits Total Performance Related Key Management Personnel Salary & Fees $ Bonus $ Non Monetary $ M Denney 1 319,933 94,381 18,202 101,053 158,513 185,235 - - - - - - Super Rights Total Rights $ - 5,805 16,057 22,502 $ 12,985 - 10,919 $ % % - - - 445,501 24.1% 2.9% 106,858 - - 185,489 5.8% 5.8% - 39,795 247,532 - - A Richardson8 229,669 138,697 29,127 39,184 - 3,753 57,795 47,170 32,588 - - - - - - - 6,953 223,724 32,221 22,763 5,490 5,000 - - 21,819 13,110 - - - 9,359 - - - - - - 210,761 15.6% 1.8% 63,285 52,170 - - - - 264,598 5.0% 5.0% 39,541 288,067 - 14.4% 10.8% - 3.2% 2.6% 1,494,377 155,729 87,102 76,673 50,126 39,795 1,903,802 A Scott 2 B Marotta 3 H Abbey 4 A Haidar 5 M Parker 6 N Pritchard 7 E Varani9 B Wang10 Total 2013 / 2014 Short Term Benefits Post Employment Share Based Payments Termination Benefits Total Performance Related Super Rights Total Rights Key Management Personnel H Abbey J Cox11 Salary & Fees $ 186,205 158,966 Bonus $ - - Non Monetary $ - - M Denney 292,099 76,484 13,135 A Scott N Pritchard B Wang Total 183,302 286,173 - - - - 216,800 53,522 14,351 1,323,545 130,006 27,486 63,247 $ 17,224 8,333 - 16,956 20,734 - $ - - - - - - - $ - 203,429 50,000 217,299 % - - - - - - 381,718 20.0% 200,258 306,907 - - 284,673 18.8% 50,000 1,594,284 % - - - - - - 1 Mr Denney is General Manager – Americas and is remunerated in United States dollars converted to Australian dollars in the table above. 2 Mr Scott was the General Manager International Sales and Marketing and was located in Australia. Mr Scott resigned from the company on 31 October 2015. 3 Mr Marotta is General Manager – Supply Chain. He commenced employment on 6 October 2014. He is located in Australia. 4 Mr Abbey was the Chief Financial Officer. He resigned from the company on 27 March 2015. 5 Mr Haidar is the General Manager – Middle East and North Africa and is based in Dubai and remunerated in United States dollars converted to Australian dollars in the table above. 6 Mr Parker is the Chief Financial Officer. He commenced employment on 7 April 2015. 7 Mr Pritchard is the Group Managing Director and commenced employment as Managing Director – Australia & New Zealand on 19 August 2013 and became a Director on 22 August 2014. 8 Mr A Richardson is the General Manager, Australia and New Zealand and is located in Australia. He commenced in this role on 25 August 2014. 9 Mr E Varani is the General Manager – EurAsia. He commenced employment on 20 April 2015. He is based in the Shanghai and remunerated in United States dollars converted to Australian dollars in the table above. 10 Mr Wang is the General Manager – China and is based in China and remunerated in Chinese renminbi converted to Australia dollars in the above table. 11 Mr Cox was the Chief Financial Officer and retired on 31 October 2013. 20 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ and Executives’ Equity Holdings: Fully Paid Ordinary Shares 2014 / 2015 Executive Directors N Pritchard Non-Executive Directors D Allman J Murphy G Richards P Landos Executives M Parker H Abbey M Denney A Scott B Wang Total 2013 / 2014 Executive Directors P McDonald Non Executive Directors D Allman J Murphy G Richards P Landos Executives J Cox H Abbey M Denney N Pritchard A Scott B Wang Total Balance 30 June 2014 No. Granted as Compensation No. Received on Exercise of Options No. Other Movements No. Balance 30 June 2015 No. - 1,000,000 2,816,599 491,899 - - - 800,000 - 1,500,000 6,608,498 - - - - - - - - - - - - - - - - - - - - - - 212,804 212,804 443,804 500,000 - - - - - - - - 1,443,804 3,316,599 491,899 - - - 800,000 - 1,500,000 7,765,106 Balance 30 June 2013 No. Granted as Compensation No. Received on Exercise of Options No. Other Movements No. Balance 30 June 2014 No. 2,337,874 1,000,000 3,684,579 491,899 - 1,448,472 - 800,000 - - 1,500,000 11,262,824 - - - - - - - - - - - - - - - - - - - - - 245,000 - - - (867,980) - - 2,337,874 1,000,000 2,816,599 491,899 - (472,824) 975,648 - - - - - - 800,000 - 245,000 1,500,000 245,000 (1,340,804) 10,167,020 Share Based Compensation The terms and conditions of each grant of performance rights granted but not vested as at 30 June 2015 affecting remuneration in the current or a future reporting period are as follows: Grant Date Value per performance rights at grant date 11 December 2014 0.1751 Each performance right entitles the holder to one (1) ordinary share in GALE Pacific in the event that the performance rights are exercised. Performance rights carry no rights to dividends and no voting rights. The performance rights granted on 11 December 2014 are subject to a continuation of employment to 30 June 2017 and then the satisfying of relevant performance hurdles based on improvements in the Group’s diluted earnings per share over the three year period from 1 July 2014 to 30 June 2017. None of these performance rights can vest until the Company releases its FY17 Annual Report to the ASX (on or around 20 September 2017) and expire on 1 December 2017. 21 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report Continued Directors’ and Executives’ Equity Holdings, Compensation Options and Performance Rights: Granted and Vested During the Year 2014 / 2015 Vested Number Granted Number Grant Date Value Per Option / Right at Grant Date Executive Directors (Performance Rights) Terms and Conditions for Each Grant Exercise Price Expiry Date First Exercise Date Last Exercise Date N Pritchard - 865,385 11/12/2014 $0.1751 nil 1/12/2017 20/09/2017 20/09/2017 Non-Executive Directors None Management Personnel (Performance Rights) Other Management Total - - 1,498,753 11/12/2014 $0.1751 nil 1/12/2017 20/09/2017 20/09/2017 2,364,138 2013 / 2014 Vested Number Granted Number Grant Date Value Per Option / Right at Grant Date Terms and Conditions for Each Grant Exercise Price Expiry Date First Exercise Date Last Exercise Date Executive Directors (Performance Rights) None Non-Executive Directors None Executives (Performance Rights) N Pritchard - 750,000 03/10/2013 $0.1994 Nil 31/08/2023 31/08/2016 03/10/2023 Other Management Personnel (Performance Rights) Other Management Total - - 550,000 03/10/2013 $0.1994 Nil 31/08/2023 31/08/2016 03/10/2023 1,300,000 Performance rights in the prior corresponding period were cancelled on the 10 October 2014. 22 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ and Executives’ Equity Holdings, Compensation Options and Performance Rights: Granted and Vested During the Year 2014 / 2015 Vested Number Granted Number Grant Date Value Per Option / Right at Grant Date Executive Directors (Performance Rights) Terms and Conditions for Each Grant Exercise Price Expiry Date First Exercise Date Last Exercise Date N Pritchard - 865,385 11/12/2014 $0.1751 nil 1/12/2017 20/09/2017 20/09/2017 Non-Executive Directors None Management Personnel (Performance Rights) Other Management Total - - 1,498,753 11/12/2014 $0.1751 nil 1/12/2017 20/09/2017 20/09/2017 2,364,138 2013 / 2014 Vested Number Granted Number Grant Date Value Per Option / Right at Grant Date Terms and Conditions for Each Grant Exercise Price Expiry Date First Exercise Date Last Exercise Date Executive Directors (Performance Rights) None Non-Executive Directors None Executives (Performance Rights) N Pritchard - 750,000 03/10/2013 $0.1994 Nil 31/08/2023 31/08/2016 03/10/2023 Other Management Personnel (Performance Rights) Other Management Total - - 550,000 03/10/2013 $0.1994 Nil 31/08/2023 31/08/2016 03/10/2023 1,300,000 Performance rights in the prior corresponding period were cancelled on the 10 October 2014. 23 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report Continued Directors’ and Executives’ Equity Holdings Compensation Options and Performance Rights: Movements During the Year 2014 / 2015 Balance 1 July 2014 Granted as Compensation Exercised Lapsed Net Other Change Balance 30 June 2015 No. No. No. No. No. No. Balance Held Nominally No. Executive Directors (Performance Rights) N Pritchard 562,500 865,385 P McDonald 600,000 - Non-Executive Directors None Executives (Performance Rights) M Denney B Wang A Scott H Abbey 275,000 275,000 275,000 343,805 247,793 - - 326,827 Other Management Personnel (Performance Rights) Other Management 1,712,500 907,155 Total 3,700,000 2,690,965 - - - - - - - - (562,500) (600,000) (275,000) (275,000) (275,000) (326,827) (1,712,500) (4,026,827) - - - - - - - 865,385 - 343,805 247,793 - - 907,155 2,364,138 - - - - - - - 2013 / 2014 Balance 1 July 2013 Granted as Compensation Exercised Lapsed Net Other Change Balance 30 June 2014 No. No. No. No. No. No. Balance Held Nominally No. Executive Directors (Performance Rights) P McDonald 900,000 - (300,000) Non Executive Directors None Executives (Performance Rights) J Cox 562,500 N Pritchard H Abbey M Denney B Wang A Scott - - 412,500 412,500 657,500 - 750,000 - - - - - - - - - (562,500) (187,500) - (137,500) (137,500) (245,000) (137,500) Other Management Personnel (Performance Rights) Other Management 3,677,500 550,000 (490,000) (2,025,000) Total 6,622,500 1,300,000 (735,000) (3,487,500) - - - - - - - - - 600,000 - 562,500 - 275,000 275,000 275,000 1,712,500 3,700,000 - - - - - - - - - Value of Lapsed Options/Rights $ 112,163 88,500 40,563 40,563 40,563 - 331,230 653,580 Value of Lapsed Options/Rights $ (44,250) (82,969) (37,388) - (20,281) (20,281) (20,281) (305,824) (531,274) 24 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Employment Agreements Executives serve under terms and conditions contained in a standard executive employment agreement, that allows for termination under certain conditions with two to three months’ notice. The agreements include restraints of trade on the employee as well as confidentiality and intellectual property agreements. Indemnity and Insurance of Officers The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. Indemnity and Insurance of Auditor The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. Proceedings on Behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. Non Audit Services Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 31 to the financial statements. The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services as disclosed in note 30 to the financial statements do not compromise the external auditor's independence requirements of the Corporations Act 2001 for the following reasons:   all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. Officers of the Company who are Former Partners of Deloitte Touche Tohmastsu There are no officers of the Company who are former partners of Deloitte Touche Tohmastsu. 25 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Report Continued Rounding of Amounts The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. Auditor's Independence Declaration A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page. Auditor Deloitte Touche Tohmastsu continues in office in accordance with section 327 of the Corporations Act 2001. This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the Directors; David Allman Chairman 26 August 2015 26 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only 27 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only 28 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only 29 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Directors’ Declaration In the Directors’ opinion:     the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements; the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2015 and of its performance for the financial year ended on that date; and there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001. David Allman Chairman 26 August 2015 30 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Financial Report Contents 32 Statement of Profit or Loss and Other Comprehensive Income 33 Statement of Financial Position 34 Statement of Changes in Equity 35 Statement of Cash Flows 36 Notes to the Financial Statements 71 Additional Securities Exchange Information 31 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Statement of profit or loss and other comprehensive income For the year ended 30 June 2015 Revenue Sale of goods Other income Expenses Raw materials and consumables used Employee benefits expense Depreciation and amortisation expense Marketing and advertising Occupancy costs Warehouse and related costs Other expenses Finance costs Profit before income tax expense Income tax expense Profit after income tax expense for the year attributable to the owners of Gale Pacific Limited Other comprehensive income Items that may be reclassified subsequently to profit or loss Net change in the fair value of cash flow hedges taken to equity, net of tax Foreign currency translation Other comprehensive income for the year, net of tax Total comprehensive income for the year attributable to the owners of Gale Pacific Limited Basic earnings per share Diluted earnings per share Note Consolidated 2015 $'000 2014 $'000 147,993 137,304 2,554 845 (76,393) (29,545) (7,636) (4,502) (3,534) (11,100) (9,796) (1,820) (69,014) (28,742) (5,445) (2,864) (3,096) (10,570) (6,289) (1,141) 6,221 10,988 (1,051) (2,755) 5,170 8,233 1,462 11,447 (1,629) (1,488) 12,909 (3,117) 18,079 5,116 Cents Cents 1.74 1.72 2.77 2.72 5 6 6 7 26 25 38 38 The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 32 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Statement of financial position As at 30 June 2015 Assets Current assets Cash and cash equivalents Trade and other receivables Inventories Derivative financial instruments Current tax assets Other current assets Total current assets Non-current assets Property, plant and equipment Intangibles Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Borrowings Derivative financial instruments Current tax liabilities Provisions Total current liabilities Non-current liabilities Borrowings Deferred tax Provisions Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total equity Note Consolidated 2015 $'000 2014 $'000 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 17,769 27,081 39,229 1,363 3,147 819 89,408 34,872 25,311 60,183 13,058 19,751 34,851 - 1,721 2,765 72,146 30,469 22,983 53,452 149,591 125,598 12,887 33,641 - 2,179 1,820 50,527 783 397 96 1,276 13,309 23,584 709 1,071 1,959 40,632 690 550 90 1,330 51,803 41,962 97,788 83,636 71,485 1,598 24,705 71,485 (11,415) 23,566 97,788 83,636 Comparative deferred tax balances have been adjusted with the offset appearing in Retained Earnings. Please refer to note 22 of this report for further detail. The above statement of financial position should be read in conjunction with the accompanying notes 33 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Statement of changes in equity For the year ended 30 June 2015 Consolidated Balance at 1 July 2013 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs (note 24) Share-based payments (note 39) Amounts recognised directly in equity Statutory transfer to reserves Dividends paid (note 27) Issued capital $'000 Reserves $'000 Retained profits $'000 Total equity $'000 71,338 (8,079) 23,374 86,633 - - - 147 - - - - - (3,117) 8,233 - 8,233 (3,117) (3,117) 8,233 5,116 (147) (87) - 15 - - - (143) (15) (7,883) - (87) (143) - (7,883) Balance at 30 June 2014 71,485 (11,415) 23,566 83,636 Consolidated Balance at 1 July 2014 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: Share-based payments (note 39) Statutory transfers from retained earnings Dividends paid (note 27) Issued capital $'000 Reserves $'000 Retained profits $'000 Total equity $'000 71,485 (11,415) 23,566 83,636 - - - - - - - 12,909 5,170 - 5,170 12,909 12,909 5,170 18,079 89 15 - - (15) (4,016) 89 - (4,016) Balance at 30 June 2015 71,485 1,598 24,705 97,788 The above statement of changes in equity should be read in conjunction with the accompanying notes 34 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Statement of cash flows For the year ended 30 June 2015 Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Other revenue Interest and other finance costs paid Income taxes paid Net cash from operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for intangibles Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Dividends paid Net cash from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Note Consolidated 2015 $'000 2014 $'000 149,555 (142,685) 144,130 (134,711) 6,870 - 1,455 (2,430) (1,522) 9,419 6 - (1,140) (4,116) 4,373 4,169 (3,953) (2,572) 5 (1,426) (2,003) 56 (6,520) (3,373) 10,150 (4,016) 9,899 (7,883) 6,134 2,016 3,987 13,058 724 2,812 11,187 (941) 37 14 15 27 Cash and cash equivalents at the end of the financial year 8 17,769 13,058 The above statement of cash flows should be read in conjunction with the accompanying notes 35 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 1. General information The financial report covers Gale Pacific Limited ('Company' or 'parent entity') and controlled entities as a consolidated entity (referred to as the 'Group'). The financial statements are presented in Australian dollars, which is Gale Pacific Limited's functional and presentation currency. Gale Pacific Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office is: 145 Woodlands Drive Braeside, VIC 3195 A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of Directors, on 24 August 2015. The Directors have the power to amend and reissue the financial statements. Note 2. Significant accounting policies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. New, revised or amending Accounting Standards and Interpretations adopted The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following Accounting Standards and Interpretations are most relevant to the Group: ● ● ● ● AASB 2012-3 Amendments to Australian Accounting Standards - Offsetting Financial Assets and Financial Liabilities; AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets; AASB 2013-4 Amendments to Australian Accounting Standards - Novation of Derivatives and Continuation of Hedge Accounting; and AASB 2014-1 Amendments to Australian Accounting Standards (Parts A to C). Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB'). Historical cost convention The financial statements have been prepared under the historical cost convention, except for, derivative financial instruments as described in the accounting policies. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. Parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 34. Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Gale Pacific Limited as at 30 June 2015 and the results of all subsidiaries for the year then ended. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. 36 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 2. Significant accounting policies (continued) Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. Operating segments Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Foreign currencies and translations The consolidated financial statements are presented in Australian dollars, which is Gale Pacific Limited's functional and presentation currency. Where noted, the financial statements of each Group entity are measured using its functional currency, which is the currency of the primary economic environment in which that entity operates. Foreign currency transactions Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign operations The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity. On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss. Goodwill and fair value adjustments on identifiable assets and liabilities acquired arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in equity. Monetary items forming net investment in foreign operations The Group classifies monetary items of a non-current nature where settlement was not planned in the foreseeable future as part of the net investment in foreign operations. All foreign exchange differences on these items are recognised in other comprehensive income through the foreign currency reserve in equity. As and when settlements occur, the cumulative amount in the foreign currency translation reserve is then recognised in profit or loss. Revenue recognition Revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Sale of goods Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts. Government grant Where a government grant (including Strategic Investment Plan income ('SIP')) is received or receivable relating to development costs that have been expensed, the grant is recognised as revenue. Where a grant is received or receivable relating to research and development costs that have been deferred, the grant is deducted from the carrying amount of the deferred costs. Other revenue Other revenue is recognised when it is received or when the right to receive payment is established. All revenue is stated net of the amount of goods and services tax (GST). Income tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of 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. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: ● When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. ● 37 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 2. Significant accounting policies (continued) Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Gale Pacific Limited (the 'head entity') and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime, effective 1 June 2011. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the statement of cash flows, cash includes cash on hand and at call, deposits with banks or financial institutions, investments in money market instruments maturing within less than three months and net of bank overdrafts. Trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. Other receivables are recognised at amortised cost, less any provision for impairment. Inventories Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value on a 'first in first out' basis. Cost comprises of direct materials and delivery costs, direct labour, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. 38 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 2. Significant accounting policies (continued) Derivative financial instruments Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Derivatives are classified as current or non-current depending on the expected period of realisation. Cash flow hedges Cash flow hedges are used to cover the Group's exposure to variability in cash flows that is attributable to particular risks associated with a recognised asset or liability or a firm commitment which could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognised directly in equity, whilst the ineffective portion is recognised in profit or loss. Amounts taken to equity are transferred out of equity and included in the measurement of the hedged transaction when the forecast transaction occurs. Cash flow hedges are tested for effectiveness on a regular basis both retrospectively and prospectively to ensure that each hedge is highly effective and continues to be designated as a cash flow hedge. If the forecast transaction is no longer expected to occur, the amounts recognised in equity are transferred to profit or loss. If the hedging instrument is sold, terminated, expires, exercised without replacement or rollover, or if the hedge becomes ineffective and is no longer a designated hedge, the amounts previously recognised in equity remain in equity until the forecast transaction occurs. Hedges of a net investment Hedges of a net investment in a foreign operation include monetary items that are considered part of the net investment. Gains or losses on the hedging instrument relating to the effective portion of the hedge are recognised directly in equity whilst gains or losses relating to the ineffective portion are recognised in profit or loss. On disposal of the foreign operation, the cumulative value of any such gains or losses recognised directly in equity is transferred to profit or loss. Property, plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The depreciable amounts of all fixed assets, including capitalised leased assets, are depreciated on a straight line basis over their estimated useful lives to the entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. Depreciation rates are reviewed annually for appropriateness. When changes are made, adjustments are reflected in current and future periods only. Buildings Leasehold improvements Plant and equipment Office equipment 45 years Over lease term 2-15 years 2-5 years The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Leases The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits. Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability. Leased assets acquired under a finance lease are depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term. Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of the lease. 39 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 2. Significant accounting policies (continued) Intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Patents, trademarks and licenses Significant costs associated with patents and trademarks are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of 20 years. Application software Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite life of five years. Impairment of Assets At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that 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 the impairment loss (if any). Where the asset does not generate cashflows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the 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. In assessing fair value less costs to sell, recognised valuation methodologies are applied, utilising current and forecast financial information as appropriate, benchmarked against relevant market data. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset 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, in which case the impairment loss is treated as a revaluation decrease. Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. Trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short- term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. Borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Provisions Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. 40 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 2. Significant accounting policies (continued) Share-based payments Equity-settled share-based compensation benefits are provided to certain employees including Executive Directors. Equity-settled transactions are awards of performance rights over shares, that are provided to employees in exchange for the rendering of services. The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions. The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods. Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied. If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification. If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited. If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification. Fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. Issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. Business combinations The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition-date. 41 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 2. Significant accounting policies (continued) Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. Earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Gale Pacific Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Goods and Services Tax ('GST') and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. Comparatives Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures. Rounding of amounts The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar. New Accounting Standards and Interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2015. The Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below. AASB 9 Financial Instruments This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. AASB 9 introduces new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates and solely principal and interest. All other financial instrument assets are to be classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income ('OCI'). For financial liabilities, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements will use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment will be measured under a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. The standard introduces additional new disclosures. The Group will adopt this standard from 1 July 2018 but the impact of its adoption is yet to be assessed by the Group. 42 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 2. Significant accounting policies (continued) AASB 15 Revenue from Contracts with Customers This standard is currently applicable to annual reporting periods beginning on or after 1 January 2017. Exposure Draft (ED 263) 'Effective Date of AASB 15' proposes to defer the application date by one year (1 January 2018). The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgements made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The Group expects to adopt this standard from 1 July 2017 but the impact of its adoption is yet to be assessed. Other accounting standards issued are not considered to have a significant impact on the financial statements of the Group. These standards (and their operative dates) include: ● AASB 14 Regulatory Deferral Accounts (from 1 January 2016); ● AASB 2014-1 Amendments to Australian Accounting Standards (Part D from 1 January 2016 and Part E from 1 January 2018); ● AASB 2014-3 Amendments to Australian Accounting Standards – Accounting for Acquisitions of Interests in Joint Operations (from 1 January 2016); ● AASB 2014-4 Amendments to Australian Accounting Standards – Clarification of Acceptable Methods of Depreciation and Amortisation (from 1 January 2016); ● AASB 2014-5 Amendments to Australian Accounting Standards arising from AASB 15 (from 1 January 2017); ● AASB 2014-6 Amendments to Australian Accounting Standards – Agriculture: Bearer Plants (from 1 January 2016); ● AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) (from 1 January 2018); ● AASB 2014-8 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) – Application of AASB 9 (December 2009) and AASB 9 (December 2010) (from 1 January 2015); ● AASB 2014-9 Amendments to Australian Accounting Standards – Equity Method in Separate Financial Statements (from 1 January 2016); ● AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (from 1 January 2016); ● AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements to Australian Accounting Standards 2012–2014 Cycle (from 1 January 2016); ● AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative: Amendments to AASB 101 (from 1 January 2016); ● AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality (from 1 July 2015); ● 2015-4 Amendments to Australian Accounting Standards – Financial Reporting Requirements for Australian Groups with a Foreign Parent (from 1 July 2015); and ● AASB 2015-5 Amendments to Australian Accounting Standards – Investment Entities: Applying the Consolidation Exception (from 1 January 2016). Note 3. Critical accounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Goodwill The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. Income tax The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. 43 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 3. Critical accounting judgements, estimates and assumptions (continued) Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Note 4. Operating segments Identification of reportable operating segments The Group is organised into four operating segments identified by geographic location and identity of the service line manager. These operating segments are based on the internal reports that are reviewed and used by the Chief Executive Officer (who is identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of operating segments. The Group operates predominantly in one business segment, being branded shading, screening and home improvement products. The CODM reviews revenue and segment results. The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements. Discrete financial information about each of these segments is reported on a monthly basis. The operating segments are as follows: Australasia China and Rest of the World ('ROW') - Export Sales Americas Middle East Manufacturing and distribution facilities are located in Australia, and distribution facilities are located in New Zealand. Sales offices are located in all states in Australia and in New Zealand. Manufacturing facilities are located in Beilun, China which supply to the Group’s sales and marketing operations throughout the world Sales offices are located in Florida and custom blind assembly and distribution facilities are located in California which service the North American region. A sales office and distribution facility is located in the United Arab Emirates to service this market. Intersegment transactions, receivables, payables and loans Intersegment transactions were made at market rates. Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation. Major customers During the year ended 30 June 2015 approximately 35% (2014: 36%) of the Group's external revenue was derived from sales to one (2014: one) customer in the Australasian region. 44 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 4. Operating segments (continued) Australasia Consolidated - 2015 $'000 China Manufacturing & EurAsia $'000 Americas $'000 Middle East/Nort h Africa $'000 Corporate Intersegment /Eliminations $'000 $'000 Total $'000 Revenue Sales to external customers Intersegment sales Total sales revenue Total revenue Segment EBITDA Depreciation and amortisation Finance costs Profit/(loss) before income tax expense Income tax expense Profit after income tax expense Assets Segment assets Total assets Liabilities Segment liabilities Total liabilities 82,742 2,768 85,510 85,510 7,486 43,084 43,360 44 50,570 43,404 50,570 43,404 14,405 16 14,421 14,421 - - - (45,912) 147,993 - - (45,912) 147,993 - (45,912) 147,993 1,013 10,572 4,952 3,288 (3,349) (799) 15,677 (1,002) (5,345) (761) (2) (526) (7,636) - (849) (368) (119) (1,390) 906 (1,820) 10 4,378 3,823 3,167 (5,264) 107 6,221 (1,051) 5,170 50,698 41,165 31,721 10,588 17,165 (1,747) 149,591 149,591 7,154 13,278 4,522 736 26,114 - 51,803 51,803 45 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 4. Operating segments (continued) Australasia Consolidated - 2014 $'000 China Manufacturing & EurAsia $'000 Americas $'000 Middle East/Nort h Africa $'000 Corporate Intersegment /Eliminations $'000 $'000 Total $'000 79,931 2,103 82,034 82,034 9,057 41,708 36,098 (125) 50,765 35,973 50,765 35,973 12,218 9 12,227 12,227 - - - (43,695) 137,304 - - (43,695) 137,304 - (43,695) 137,304 4,749 9,743 3,272 2,749 (3,028) 82 17,567 (766) (3,872) (521) (1) (285) - (5,445) - (529) (252) 7 (980) 620 (1,134) 3,983 5,342 2,499 2,755 (4,293) 702 10,988 45,955 35,250 21,719 7,168 16,137 (649) 8,689 7,176 3,606 549 22,050 (108) (2,755) 8,233 125,598 125,598 41,962 41,962 Revenue Sales to external customers Intersegment sales Total sales revenue Total revenue Segment EBITDA Depreciation and amortisation Finance costs & Interest revenue Profit/(loss) before income tax expense Income tax expense Profit after income tax expense Assets Segment assets Total assets Liabilities Segment liabilities Total liabilities Note 5. Other income Net foreign exchange gain Other income (including manufactured product recycling income) Interest income Other income Consolidated 2015 $'000 2014 $'000 1,099 1,455 - 2,554 327 512 6 845 46 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 6. Expenses Profit before income tax includes the following specific expenses: Depreciation Buildings Leasehold improvements Plant and equipment Office equipment Motor vehicles Total depreciation Amortisation Patents, trademarks and licenses Application software Total amortisation Total depreciation and amortisation Finance costs Interest and finance charges paid/payable Rental expense relating to operating leases Minimum rent payments Share-based payments expense Share-based payments expense Employee benefits expense (Including superannuation) Employee benefits expense (Including superannuation) Write off of assets Inventories Consolidated 2015 $'000 2014 $'000 245 55 6,143 383 29 260 30 4,520 315 31 6,855 5,156 31 750 781 34 255 289 7,636 5,445 1,820 1,140 3,029 2,929 89 (87) 29,476 28,242 968 (461) 47 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 7. Income tax expense Income tax expense Current tax Deferred tax - origination and reversal of temporary differences Adjustment recognised for prior periods Aggregate income tax expense Deferred tax included in income tax expense comprises: Increase/(decrease) in deferred tax liabilities (note 22) Numerical reconciliation of income tax expense and tax at the statutory rate Profit before income tax expense Tax at the statutory tax rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non allowable/(non assessable) items Adjustment recognised for prior periods Difference in overseas tax rates Income tax expense Amounts credited directly to equity Deferred tax liabilities (note 22) Note 8. Current assets - cash and cash equivalents Cash on hand Cash at bank Cash on deposit 48 GALE PACIFIC LIMITED 2015 ANNUAL REPORT Consolidated 2015 $'000 2014 $'000 2,027 (763) (213) 2,381 484 (110) 1,051 2,755 (763) 484 6,221 10,988 1,866 3,296 1,132 413 2,998 (213) (1,734) 3,709 (110) (844) 1,051 2,755 Consolidated 2015 $'000 2014 $'000 610 (659) Consolidated 2015 $'000 2014 $'000 17 17,619 133 12 12,872 174 17,769 13,058 For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 9. Current assets - trade and other receivables Trade receivables Less: Provision for impairment of receivables Other receivables Refer to note 28 for further information on financial instruments Note 10. Current assets - inventories Raw materials - at cost Work in progress - at cost Finished goods - at cost Less: Provision for impairment Note 11. Current assets - derivative financial instruments Consolidated 2015 $'000 2014 $'000 26,987 (97) 26,890 19,384 (64) 19,320 191 431 27,081 19,751 Consolidated 2015 $'000 2014 $'000 4,445 6,943 675 1,604 35,454 (1,345) 34,109 27,032 (728) 26,304 39,229 34,851 Consolidated 2015 $'000 2014 $'000 Forward foreign exchange contracts - cash flow hedges 1,363 - Refer to note 29 for further information on fair value measurement. Note 12. Current assets - Current tax assets Income tax refund due - Australia Note 13. Current assets - other current assets Prepayments Consolidated 2015 $'000 2014 $'000 3,147 1,721 Consolidated 2015 $'000 2014 $'000 819 2,765 49 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 14. Non-current assets - property, plant and equipment Buildings - at cost Less: Accumulated depreciation Leasehold improvements - at cost Less: Accumulated depreciation Plant and equipment - at cost Less: Accumulated depreciation Motor vehicles - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation Captial work-in-progress (Cap.WIP) - at cost Consolidated 2015 $'000 2014 $'000 9,489 (2,315) 7,174 720 (504) 216 77,438 (51,452) 25,986 484 (322) 162 3,358 (2,679) 679 9,489 (2,070) 7,419 561 (439) 122 69,024 (46,774) 22,250 230 (137) 93 2,235 (1,812) 423 655 162 34,872 30,469 Reconciliations Reconciliations of the movements in property, plant and equipment at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2013 Additions Disposals Exchange differences Capital Work in Progress Transfers in/(out) Depreciation expense Balance at 30 June 2014 Additions Disposals Exchange differences Capital Work in Progress Transfers in/(out) Depreciation expense Balance at 30 June 2015 Buildings $'000 Leasehold improvements $'000 Plant and equipment $'000 Office equipment $'000 Vehicles and Cap.WIP $'000 Total $'000 7,726 54 - (101) - - (260) 7,419 - - - - - (245) 7,174 67 85 - - - - (30) 122 129 - 20 - - (55) 216 25,738 871 (96) (175) - 432 (4,520) 22,250 3,255 (4) 6,460 - 641 (6,143) 26,459 816 422 (3) (45) - (452) (315) 423 569 (1) 71 - (473) (383) 206 138 15 (47) (2) 162 20 (31) 255 - - 104 655 (168) (29) 34,485 1,447 (146) (323) 162 - (5,156) 30,469 3,953 (5) 6,655 655 - (6,855) 817 34,872 50 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 15. Non-current assets - intangibles Goodwill - at cost Less: Impairment Patents, trademarks and licenses - at cost Less: Accumulated amortisation Application software - at cost Less: Accumulated amortisation Consolidated 2015 $'000 2014 $'000 21,516 (1,054) 20,462 1,674 (1,172) 502 6,538 (2,191) 4,347 21,032 (1,054) 19,978 1,449 (1,099) 350 2,910 (255) 2,655 25,311 22,983 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated Balance at 1 July 2013 Additions Additions through business combinations Disposals Exchange differences Amortisation expense Balance at 30 June 2014 Additions Exchange differences Amortisation expense Balance at 30 June 2015 Patents, trademarks and licenses $'000 Application software $'000 Goodwill $'000 Total $'000 19,933 - 85 - (40) - 19,978 - 484 - 20,462 333 60 - (10) 1 (34) 350 55 128 (31) 502 967 1,943 - - - (255) 2,655 2,517 (75) (750) 21,233 2,003 85 (10) (39) (289) 22,983 2,572 537 (781) 4,347 25,311 Impairment testing for goodwill As required under accounting standard AASB 136' Impairment of Assets', Gale Pacific Limited performs an impairment assessment when there is an indication or trigger of a possible impairment of its non-current assets. In addition, at least annually Gale Pacific Limited performs an impairment assessment of goodwill and indefinite life intangible assets, regardless of whether an impairment indicator has been identified. The annual review of goodwill and indefinite life intangible assets was performed at 30 June 2015. Impairment testing approach Impairment testing compares the carrying value of a cash generating unit with its recoverable amount based on its value in use (present value of future cash flows). This represents a change from the fair value less costs to dispose using EBITDA multiples method used at 30 June 2014. Value in use is calculated based on the present value of cash flow projections over a 5 year period with the period extending beyond 5 years extrapolated using an estimated revenue growth rate of 2.5%. Years one to three are based on budgets and forecasts, with years four onwards extrapolated at the rate of 2.5%. The cash flows are discounted using the weighted average cost of capital with mid-year discounting. 51 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 15. Non-current assets – intangibles (continued) Goodwill acquired through business combinations have been allocated to the following cash generating units (CGU): Goodwill Australasia USA (2014/2015 US$2,077,000 : 2013/2014 US$ 2,077,000) China Consolidated 2015 $'000 2014 $'000 17,455 2,660 347 17,455 2,176 347 20,462 19,978 Australasia In assessing the recoverable amount of the Australasian CGU, management made a number of significant assumptions including assumptions regarding foreign exchange rates, and risk adjustments to future cash flows. Management considered information available from industry analysts and other sources in relation to key assumptions used. Management considers that it has taken a conservative view of the market conditions and business operations. Recent improvements and the future impact of planned improvements have not yet been incorporated into the value in use model. Management expects a future uplift in performance through these changes and the overall performance of the CGU. As at 30 June 2015, the recoverable amount of the CGU has been estimated by management to exceed the carrying amount of assets by $8,501,000 and therefore no impairment is required. The following assumptions were used in the value in use calculations in the latest model: Revenue growth rate WACC (post tax) 2016 2017 2018 2019 2020 Terminal value Impact of possible changes in key assumptions: Revenue growth rate assumption 23% 6% 5% 2.5% 2.5% 2.5% 11% 11% 11% 11% 11% 11% The growth rate in 2016 includes confirmed new business the company has been awarded across product categories in Australia. In a sensitivity analysis, Management estimates that a 20% reduction on FY2016 revenue growth, from 23% to 3% (but assuming no changes to base case revenue growth assumptions thereafter) would cause a reduction in enterprise value of $8,501,000, and equate to the carrying value of the CGU. The impact on enterprise value excludes any compensating adjustments to operating expenses. Further sensitivity analysis conducted by management implies that the achievement of a flat revenue growth rate of 5% from FY16 to FY20 (but 2.5% growth assumed in the terminal value) would cause a reduction in enterprise value of $8,501,000, and equate to the carrying value of the CGU. The impact on enterprise value excludes any compensating adjustments to operating expenses. Discount Rate assumption In a sensitivity analysis, Management estimates that a 150 basis point increase in the WACC rate to 12.5% over the model period would cause a reduction in enterprise value of $8,501,000, and equate to the carrying value of the CGU. 52 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 15. Non-current assets - intangibles (continued) EBITDA Margin assumption In a sensitivity analysis, Management estimates that a reduction of 0.8% in the average EBITDA margin achieved over the projection period (and in the terminal value) would cause a reduction in enterprise value of $8,501,000, and equate to the carrying value of the CGU. The value in use model assumes an incremental 1% improvement in gross profit margins over the projection period. Management anticipates that, based on current initiatives, the gross margin percentages will improve over the value in use cash flow projection period as the current year includes several one off costs. Working Capital assumption Key components affecting working capital include inventory on hand, debtor day collections and accounts payable days. Management believes the assumptions used in the cash flow projection period are conservative based on historic performance and measures to improve inventory positions going forward. A sensitivity adversely impacting working capital based on increased inventory balances by 28% would cause a reduction in enterprise value of $8,501,000, and equate to the carrying value of the CGU. Combined Scenario (EBITDA margin, working capital, and growth rate): An assessment of combining the impact of the following key variables: ● Revenue growth in year one equivalent to 90% of that forecast (i.e. 21% versus 23%) ● Average EBITDA margin reduction of 0.5% over projected cash flows ● Working capital movements increasing by 5% Results in a potential reduction in enterprise value of $6,226,950. Results in a potential reduction in enterprise value of $6,226,950. In the event of this combined scenario occurring, management expects that action would be taken to mitigate the impact of one or more variables. Goodwill acquired through business combinations have been allocated to the following cash generating units (CGU): USA In assessing the recoverable amount of the USA CGU, management made a number of significant assumptions including assumptions regarding foreign exchange rates, and risk adjustments to future cash flows. Management considered information available from industry analysts and other sources in relation to key assumptions used. Management considers that it has taken a conservative view of the market conditions and business operations. Management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed the recoverable amount of the CGU. China In assessing the recoverable amount of the China CGU, management made a number of significant assumptions including assumptions regarding foreign exchange rates, and risk adjustments to future cash flows. Management considered information available from industry analysts and other sources in relation to key assumptions used. Management considers that it has taken a conservative view of the market conditions and business operations. Management believes that any reasonably possible change in the key assumptions on which recoverable amount is based would not cause the carrying amount to exceed the recoverable amount of the CGU. Note 16. Current liabilities - trade and other payables Trade payables Sundry payables and accruals Refer to note 28 for further information on financial instruments. Consolidated 2015 $'000 2014 $'000 6,375 6,512 6,931 6,378 12,887 13,309 53 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 17. Current liabilities - borrowings Secured Bank loans Commercial bills payable Unsecured bank loans Other loans Refer to note 28 for further information on financial instruments. Note 18. Current liabilities - derivative financial instruments Consolidated 2015 $'000 2014 $'000 8,337 24,500 - 804 1,757 20,550 692 585 33,641 23,584 Consolidated 2015 $'000 2014 $'000 Forward foreign exchange contracts - cash flow hedges - 709 Refer to note 28 for further information on financial instruments. Refer to note 29 for further information on fair value measurement. Note 19. Current liabilities - Current tax liabilities Provision for income tax Consolidated 2015 $'000 2014 $'000 2,179 1,071 54 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 20. Current liabilities - provisions Employee benefits Warranties Consolidated 2015 $'000 2014 $'000 1,758 62 1,909 50 1,820 1,959 Warranties The provision represents the estimated warranty claims in respect of products sold which are still under warranty at the reporting date. The provision is estimated based on historical warranty claim information, sales levels and any recent trends that may suggest future claims could differ from historical amounts. Movements in provisions Movements in each class of provision during the current financial year, other than employee benefits, are set out below: Carrying amount at the start of the year Additional Provisions recognisied Provisions written back Carrying amount at the start of the year Note 21. Non-current liabilities - borrowings Other loans Refer to note 28 for further information on financial instruments. Total secured liabilities The total secured liabilities (current and non-current) are as follows: Bank loans Commercial bills payable Consolidated 2015 $'000 2014 $'000 50 12 - 62 228 169 (347) 50 Consolidated 2015 $'000 2014 $'000 783 690 Consolidated 2015 $'000 2014 $'000 8,337 24,500 1,757 20,550 32,837 22,307 Assets pledged as security The bank overdraft and loans (Commercial Bills Payable) are secured by a fixed and floating charge (or equivalent foreign charge) over all the asset(s) and undertaking(s), including uncalled capital of each of the group members, with the exception of any entities incorporated in the People’s Republic of China. 55 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 22. Non-current liabilities - deferred tax Deferred tax liability comprises temporary differences attributable to: Amounts recognised in profit or loss: Property, plant and equipment Foreign exchange Capitalised costs Provisions Impairment of receivables Other financial liabilities Employee benefits Other Deferred tax liability Movements: Opening balance Credited/(charged) to profit or loss (note 7) Charged to equity (note 7) Closing balance Consolidated 2015 $'000 2014 $'000 (156) 1,327 354 31 (3) (269) (498) (389) 397 550 (763) 610 397 84 974 700 32 (2) (164) (692) (382) 550 725 484 (659) 550 An adjustment was made in respect of periods prior to 30 June 2013 to reduce the deferred tax liabilities by $3.469 million. This adjustment was made to correct prior year accounting of investments in foreign operations for which a deferred tax liability existed. The investment that the deferred tax related to was disposed of prior to 30 June 2013. The adjustment reduced the deferred tax liability and increased retained profits as of 1 July 2013. Note 23. Non-current liabilities - provisions Employee benefits Note 24. Equity - issued capital Consolidated 2015 $'000 2014 $'000 96 90 Ordinary shares - fully paid 297,474,396 297,474,396 71,485 71,485 Consolidated 2015 Shares 2014 Shares 2015 $'000 2014 $'000 Movements in ordinary share capital Details Balance Issue of shares under Performance Rights Plan Balance Balance 56 GALE PACIFIC LIMITED 2015 ANNUAL REPORT Date 1 July 2013 5 July 2013 Shares $'000 296,739,396 735,000 71,338 147 30 June 2014 297,474,396 71,485 30 June 2015 297,474,396 71,485 For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 24. Equity - issued capital (continued) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Share buy-back There is no current on-market share buy-back. Capital risk management The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. This is achieved through monitoring of historical and forecast performance and cash flows. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The capital risk management policy remains unchanged from the 2014 Annual Report. Note 25. Equity - reserves Foreign currency reserve Hedging reserve - cash flow hedges Share-based payments reserve Enterprise reserve fund Consolidated 2015 $'000 2014 $'000 (1,333) 954 575 1,402 (12,780) (508) 486 1,387 1,598 (11,415) Foreign currency reserve The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations. Hedging reserve - cash flow hedges The reserve is used to recognise the effective portion of the gain or loss of cash flow hedge instruments that is determined to be an effective hedge. Share-based payments reserve The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their remuneration, and other parties as part of their compensation for services. Enterprise reserve fund Gale Pacific Special Textiles (Ningbo) Limited and Gale Pacific Trading (Ningbo) Limited are required by Chinese Company Law to maintain this reserve in its financial statements. This reserve is unavailable for distribution to shareholders but can be used to expand the entity's business, make up losses or increase the registered capital. Both companies are required to allocate 10% of their annual profit after tax to this reserve until it reaches 50% of the registered capital. 57 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only  Foreign currency $'000 Hedging $'000 Share-based payments $'000 Enterprise reserve fund $'000 Total $'000 Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 25. Equity – reserves (continued) Movements in reserves Movements in each class of reserve during the current and previous financial year are set out below: Consolidated Balance at 1 July 2013 Foreign currency translation Movement in hedge Income tax Share-based payment Transfer to share capital Statutory transfers from retained earnings Balance at 30 June 2014 Foreign currency translation * Movement in hedge Income tax Share-based payment Statutory transfers from retained earnings (11,292) (1,488) - - - - - (12,780) 11,447 - - - - 1,121 - (2,288) 659 - - - (508) - 2,072 (610) - - Balance at 30 June 2015 (1,333) 954 * Refer to note 40 for details of monetary items identified as a net investment in a foreign operation Note 26. Equity - retained profits Retained profits at the beginning of the financial year (refer note 22) Profit after income tax expense for the year Dividends paid (note 28) (note 28) (note 28) (note 27) Amounts recognised directly in equity / deferred tax adjustment (note 23) Statutory transfers to enterprise reserve fund Retained profits at the end of the financial year Note 27. Equity - dividends Dividends Dividends paid during the financial year were as follows: Final dividend for the year ended 30 June 2014 of 1.35 cents per ordinary share (Franked to 0%) Final dividend for the year ended 30 June 2013 of 1.35 cents per ordinary share (Franked to 80%) Interim dividend for the year ended 30 June 2014 1.30 cents per ordinary share (Franked to 75%) 720 - - - (87) (147) - 486 - - - 89 - 575 1,372 - - - - - 15 1,387 - - - - 15 (8,079) (1,488) (2,288) 659 (87) (147) 15 (11,415) 11,447 2,072 (610) 89 15 1,402 1,598 Consolidated 2015 $'000 2014 $'000 23,566 5,170 (4,016) - (15) 23,374 8,233 (7,883) (143) (15) 24,705 23,566 Consolidated 2015 $'000 2014 $'000 4,016 - - - 4,016 3,867 4,016 7,883 On the 24th of August the Directors declared a dividend of 1 cent per share to the holders of fully paid ordinary shares in respect of the year ended 30 June 2015, payable on 1 December 2015 to shareholders on the register at 17 November 2015. The final dividend will be unfranked. This dividend has not been included as a liability in these financial statements. The total estimated dividend to be paid is $2,974,744. 58 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 27. Equity - dividends (continued) Franking credits Consolidated 2015 $'000 2014 $'000 Franking credits available for subsequent financial years based on a tax rate of 30% 197 579 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: ● ● ● franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date franking debits that will arise from the payment of dividends recognised as a liability at the reporting date franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date Note 28. Financial instruments Financial risk management objectives The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The Group’s financial risk management processes and procedures seek to minimise the potential adverse effects on the Group’s financial performance that may occur due to the unpredictability of financial markets. Risk management policies are reviewed regularly to reflect changes in market conditions and the Group’s activities Derivative financial instruments are used by the Group to limit exposure to exchange rate risk associated with foreign currency transactions. Derivative financial instruments are recognised in the financial statements. Transactions to reduce foreign currency exposure are undertaken without the use of collateral as the Group only deals with reputable institutions with sound financial positions. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. Market risk Foreign currency risk The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations. The Group enters into foreign exchange contracts to buy and sell specified amounts of foreign currency in the future at stipulated exchange rates. The objective of entering into forward exchange contracts is to protect the Group against exchange rate movements for both contracted and anticipated future sales and purchases undertaken in foreign currencies. There was no cash flow hedge ineffectiveness during the reporting period. The Group adopts hedge accounting and classifies forward exchange contracts as cash flow hedges where these contracts are hedging highly probable forecasted transactions and they are timed to mature when the cash flow from the underlying transaction is scheduled to occur. Cash flows are expected to occur during the next financial year. Changes in fair value on forward exchange contracts designated as cash flow hedges are taken directly to equity. Forward exchange contracts that are not designated as cash flow hedges have any changes in fair value recognised in profit or loss in the period the changes occur. 59 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 28. Financial instruments (continued) The maturity, settlement amounts and the average contractual exchange rates of the Group's outstanding forward foreign exchange contracts at the reporting date were as follows: Buy US dollars/sell Australian dollars Maturity: Less than 6 months 6 - 12 months Buy US dollars/sell Chinese renminbi Maturity: Less than 6 months Sell Australian dollars 2015 $'000 2014 $'000 Average exchange rates 2014 2015 15,867 4,732 14,682 2,337 0.8225 0.7819 0.8943 0.8985 - 16,756 - 6.2256 The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting date were as follows: Consolidated US dollars Euros New Zealand dollars Chinese renminbi UAE dirham Assets Liabilities 2015 $'000 2014 $'000 2015 $'000 2014 $'000 24,483 - 454 478 1,129 17,204 - 529 532 513 790 - 126 2,381 - 671 86 139 3,889 130 26,544 18,778 3,297 4,915 The Group had net assets denominated in foreign currencies of $23,246,000 (assets of $26,544,000 less liabilities of $3,297,000 as at 30 June 2015 (2014: $13,863,000 (assets of $18,778,000 less liabilities of $4,915,000)). Based on this exposure, had the Australian dollars strengthened by 10% / weakened by 10% (2014: strengthened by 10% / weakened by10%) against these foreign currencies with all other variables held constant, the Group's profit before tax for the year would have been $80,000 higher (2014: $261,000 lower/$261,00 higher) and equity would have been $2,326,000 higher (2014: $1,386,000 higher). The percentage change is the expected overall volatility of the significant currencies, which is based on management's assessment of reasonable possible fluctuations taking into consideration movements over the last 12 months each year and the spot rate at each reporting date. Price risk The Group is not exposed to any significant price risk. Interest rate risk The Group is exposed to interest rate risk as entities in the Group borrow and deposit funds at both fixed and variable interest rates. Effective weighted average interest rates on classes of financial liabilities are disclosed under liquidity risk. The Group does not have material long term borrowings and does not use interest rate swaps to manage the risk of interest rate changes. 60 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 28. Financial instruments (continued) As at the reporting date, the Group had the following variable rate bank balances and borrowings outstanding: Consolidated Cash and cash equivalents Bank loans Commercial bills payable Other loans Net exposure to cash flow interest rate risk 2015 2014 Weighted average interest rate % Balance $'000 Weighted average interest rate % Balance $'000 -% 4.89% 2.89% 6.96% 17,752 (8,337) (24,500) (1,587) (16,672) -% 4.89% 3.77% 6.96% 13,046 (1,757) (20,550) (1,967) (11,228) An analysis by remaining contractual maturities in shown in 'liquidity and interest rate risk management' below. An official increase/decrease in interest rates of 100 (2014: 100) basis points would have an adverse/favourable effect on profit before tax of $345,000 (2014: $230,000) per annum. The percentage change is based on the expected volatility of interest rates using market data and analysts forecasts. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. Before accepting any new customer, the Group uses internal resources and criteria to assess the potential customer’s credit quality and defines credit limits by customer. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral. The maximum exposure to credit risk for trade receivables at the reporting date by geographic region was: Trade receivables by geographic region Australasia China Americas Middle East Consolidated 2015 $'000 2014 $'000 6,410 788 13,875 5,816 5,481 999 9,524 3,316 26,889 19,320 Impairment of receivables The Group has recognised a loss of $33,000 (2014: $103,000) in profit or loss in respect of impairment of receivables for the year ended 30 June 2015. The ageing of the impaired receivables provided for above are as follows: Over 6 months overdue Consolidated 2015 $'000 2014 $'000 97 64 61 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 28. Financial instruments (continued) Movements in the provision for impairment of receivables are as follows: Opening balance Additional provisions recognised Net foreign currency movements arising from foreign operations Receivables written off during the year as uncollectable Unused amounts reversed Closing balance Consolidated 2015 $'000 2014 $'000 64 33 - - - 97 366 - 1 (66) (237) 64 Past due but not impaired Customers with balances past due but without provision for impairment of receivables amount to $7,746,000 as at 30 June 2015 ($1,720,000 as at 30 June 2014). The ageing of the past due but not impaired receivables are as follows: Outside credit terms 0-30 days Outside credit terms 31-120 days Outside credit terms 121 days to one year More than one year Consolidated 2015 $'000 2014 $'000 4,429 2,758 559 - 997 585 32 106 7,746 1,720 Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. 62 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 28. Financial instruments (continued) Remaining contractual maturities The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position. Consolidated - 2015 Non-derivatives Non-interest bearing Trade payables Sundry payables and accruals Interest-bearing - variable Bank loans Other loans Total non-derivatives Consolidated - 2014 Non-derivatives Non-interest bearing Trade payables Sundry payables and accruals Interest-bearing - variable Bank loans Other loans Total non-derivatives Derivatives Forward foreign exchange contracts net settled Total derivatives Weighted average interest rate % 1 year or less $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 -% -% 6,375 6,594 3.40% 6.90% 32,963 804 46,736 - - - 532 532 - - - 251 251 Weighted average interest rate % 1 year or less $'000 Between 1 and 2 years $'000 Between 2 and 5 years $'000 Over 5 years $'000 -% -% 6,931 6,378 3.77% 6.96% 23,000 585 36,894 -% 709 709 - - - 530 530 - - - - - 159 159 - - Remaining contractual maturities $'000 6,375 6,594 32,963 1,587 47,519 Remaining contractual maturities $'000 6,931 6,378 23,000 1,274 37,583 709 709 - - - - - - - - - - - - The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. 63 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 29. Fair value measurement Fair value hierarchy The following tables detail the Group's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: Unobservable inputs for the asset or liability Consolidated - 2015 Assets Forward foreign exchange contracts Total assets Consolidated - 2014 Liabilities Forward foreign exchange contracts Total liabilities Level 1 $'000 Level 2 $'000 Level 3 $'000 Total $'000 Level 1 $'000 - - - - 1,363 1,363 Level 2 $'000 Level 3 $'000 709 709 - - - - 1,363 1,363 Total $'000 709 709 There were no transfers between levels during the financial year. The net fair value of assets and liabilities approximates their carrying value. No financial assets or financial liabilities are readily traded on organised markets in standardised form other than forward exchange contracts Note 30. Key management personnel disclosures Compensation The aggregate compensation made to Directors and other members of key management personnel of the Group is set out below: Consolidated 2015 $ 2014 $ 2,731,434 195,334 275,608 82,809 2,231,512 140,772 50,000 - 3,285,185 2,422,284 Short-term employee benefits Post-employment benefits Termination benefits Share-based payments 64 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 31. Remuneration of auditors During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmastsu, the auditor of the Company: Audit services - Deloitte Touche Tohmastsu Audit or review of the financial statements Other services - Deloitte Touche Tohmastsu Other services (including tax services) Note 32. Commitments Capital commitments Committed at the reporting date but not recognised as liabilities, payable: Property, plant and equipment Lease commitments - operating Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years Consolidated 2015 $ 2014 $ 270,750 259,000 21,000 - 291,750 259,000 Consolidated 2015 $'000 2014 $'000 - 456 2,484 1,915 2,476 1,395 4,399 3,871 The above lease commitments relate to property leases. The Group has no rights to purchase the properties at the end of the lease term. Note 33. Related party transactions Parent entity Gale Pacific Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 35. Key management personnel Disclosures relating to key management personnel are set out in note 30 and the remuneration report in the Directors' report. Transactions with related parties Sale and purchase of goods totalling $45,912,000 (2014: $43,695,000) - - Gale Pacific Limited received interest income from its subsidiaries totalling $1,045,000 (2014: $732,000) - Gale Pacific Limited made no interest payments to its subsidiaries (2014: $1,000) - Reimbursement of certain operating costs totalling $390,000 (2014: $430,000) 65 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 33. Related party transactions (continued) Receivable from and payable to related parties The following balances are outstanding at the reporting date in relation to transactions with related parties: Current payables: Accrued Director fees and superannuation contributions Loans to/from related parties There were no loans to or from related parties at the current and previous reporting date. Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. Note 34. Parent entity information Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Hedging reserve - cash flow hedges Share-based payments reserve Retained profits Total equity Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2015 and 30 June 2014. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2015 and 30 June 2014. 66 GALE PACIFIC LIMITED 2015 ANNUAL REPORT Consolidated 2015 $ 2014 $ 2,493 15,417 Parent 2015 $'000 2014 $'000 (2,960) 46 9,949 (1,490) Parent 2015 $'000 2014 $'000 43,113 38,141 113,510 109,706 27,391 30,103 27,391 30,142 71,485 954 575 13,105 71,485 465 486 7,128 86,119 79,564 For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 34. Parent entity information (continued) Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2015 and 30 June 2014. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following: ● ● ● Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. Investments in associates are accounted for at cost, less any impairment, in the parent entity. Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment. Note 35. Interests in subsidiaries The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2: Name Gale Pacific (New Zealand) Limited Gale Pacific FZE Gale Pacific Special Textiles (Ningbo) Limited Gale Pacific Trading (Ningbo) Limited Gale Pacific USA, Inc. Zone Hardware Pty Ltd Riva Window Fashions Pty Ltd Note 36. Events after the reporting period Principal place of business / Country of incorporation New Zealand United Arab Emirates China China USA Australia Australia Ownership interest 2015 % 2014 % 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Apart from the dividend declared as disclosed in note 27, no other matter or circumstance has arisen since 30 June 2015 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years. 67 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 37. Reconciliation of profit after income tax to net cash from operating activities Profit after income tax expense for the year Adjustments for: Depreciation and amortisation Share-based payments Net gain on disposal of non-current assets Other revenue - non-cash Finance costs - non-cash Foreign currency differences Change in operating assets and liabilities: Increase in trade and other receivables Increase in inventories Increase in income tax refund due Increase in derivative assets Decrease in prepayments Decrease/(increase) in other operating assets Increase/(decrease) in trade and other payables Increase in derivative liabilities Increase/(decrease) in provision for income tax Decrease in deferred tax liabilities Decrease in employee benefits Increase in other provisions Decrease in other operating liabilities Consolidated 2015 $'000 2014 $'000 5,170 8,233 7,017 89 - (1,099) - 2,678 (6,231) (4,378) (1,426) (1,363) 1,946 817 (422) 753 1,108 (153) (145) 12 - 5,447 (87) (1) - (1,627) - (926) (7,140) - - - (1,632) 3,952 - (2,004) - - - (46) Net cash from operating activities 4,373 4,169 Note 38. Earnings per share Consolidated 2015 $'000 2014 $'000 Profit after income tax attributable to the owners of Gale Pacific Limited 5,170 8,233 Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Performance rights Number Number 297,474,396 297,464,396 2,352,479 5,599,212 Weighted average number of ordinary shares used in calculating diluted earnings per share 299,826,875 303,063,608 Basic earnings per share Diluted earnings per share Cents Cents 1.74 1.72 2.77 2.72 68 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 39. Share-based payments The Group maintains a performance rights scheme for certain staff and executives, including executive directors, as approved by shareholders at an annual general meeting. The scheme is designed to reward key personnel when the Group meets performance hurdles relating to: ● Improvement in earnings per share; and ● Improvement in return to shareholders. The number of unissued ordinary shares under the performance rights scheme at the reporting date is 2,364,138 (2014: 3,700,000). Each performance right entitles the holder one ordinary share in the Company when exercised and is subject to the satisfying of relevant performance hurdles based on improvements in the Company’s diluted earnings per share. Options and performance rights issued to executives during the year were issued in accordance with the Group’s remuneration policy which: ● Reward executives for Group and individual performance; ● Align the interests of the executives with those of the shareholders; and ● Ensure that total remuneration is competitive by market standards. Set out below are summaries of performance rights granted under the plan: 2015 Grant date Expiry date 30/06/2014 01/01/2010 25/08/2014 10/10/2014 11/12/2014 30/06/2014 01/01/2010 25/08/2014 10/10/2014 01/12/2017 2014 Grant date Expiry date 18/08/2010 20/09/2012 26/11/2012 03/10/2013 30/06/2020 20/09/2022 20/09/2022 03/10/2023 Exercise price Balance at the start of the year Granted Exercised $0.15 $0.20 $0.00 $0.18 $0.18 3,700,000 - - - - 3,700,000 - - - - 2,690,965 2,690,965 Expired/ forfeited/ other Balance at the end of the year - - - - - - - - (600,000) (3,100,000) (326,827) (4,026,827) 3,700,000 - (600,000) (3,100,000) 2,364,138 2,364,138 Exercise price Balance at the start of the year Granted Exercised Expired/ forfeited/ other Balance at the end of the year $0.00 $0.15 $0.15 $0.20 735,000 4,987,500 900,000 - 6,622,500 - - - 1,300,000 1,300,000 (735,000) - - - (735,000) - (2,862,500) (300,000) (325,000) (3,487,500) - 2,125,000 600,000 975,000 3,700,000 There were no performance rights exercisable at the end of the financial year (2014: none). Note 40. Monetary items identified as a net investment in a foreign operation In 2006/2007, the Group reclassified a portion of the Company’s related party balances as net investments in foreign operations, being monetary items of a non- current nature where settlement was not planned in the foreseeable future, with all foreign exchange differences on these items recognised in other comprehensive income through the foreign currency reserve in equity. In 2008/2009, the net investment in Gale Europe GmbH was written off following the closure of the European full service operation; a portion of the net investment in Gale Pacific Special Textiles (Ningbo) Limited was converted to equity and additional balances in Gale Pacific (New Zealand) Limited and Gale Pacific USA, Inc. were reclassified as net investments in foreign operations. In 2014/2015, the balances relating to the portion of the net investment in Gale Pacific Special Textiles (Ningbo) Limited was de-classified as it was deemed that settlement of these balances was planned in the foreseeable future by the Group. Details of the monetary items classified as net investments in a foreign operations are as follows: 69 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Gale Pacific Limited Notes to the financial statements 30 June 2015 Note 40. Monetary items identified as a net investment in a foreign operation (continued) Related party receivable to the Company from Gale Pacific Special Textiles (Ningbo) Limited Related party receivable to the Company from Gale Pacific (New Zealand) Limited Related party receivable to the Company from Gale Pacific USA, Inc. Monetary items identified as a net investment in a foreign operation Consolidated 2015 $'000 2014 $'000 - 6,800 9,473 6,842 6,800 9,473 16,273 23,115 The foreign exchange gain arising during the financial year on monetary items forming part of the net investment in related party, recognised in foreign currency translation reserve amounted to $11,447,000 (2014: loss of $1,488,000). Refer to note 26. It is impracticable to estimate the foreign exchange gains or losses in future periods because movements in foreign exchange rates cannot be accurately predicted. 70 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Additional Securities Exchange Information In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The information provided is current as at 17 August 2015 (Reporting Date). Corporate Governance Statement The Company has prepared a Corporate Governance Statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company. In accordance with ASX Listing Rule 4.10.3, the Corporate Governance Statement will be available for review on Gale Pacific’s website (www.galepacific.com), and will be lodged with ASX at the same time that this Annual Report is lodged with ASX. 71 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Additional Securities Exchange Information Continued Number of Holdings of Equity Securities As at the Reporting Date, the number of holders in each class of equity securities on issue in Gale Pacific is as follows: The fully paid issued capital of the Company consisted of 297,474,396 ordinary fully paid shares held by 1,472 shareholders. Each share entitles the holder to one vote. 8 holders have been granted 2,364,138 performance rights over ordinary shares. Performance rights do not carry a right to vote. Voting Rights of Equity Securities The only class of equity securities on issue in the Company which carry voting rights is ordinary shares. As at the Reporting Date, there were 1,472 holders of a total of 297,474,396 ordinary shares of the Company. The voting rights attaching to the ordinary shares, set out in Article 54 of the Company’s Articles of Association are: “Subject to any rights or restrictions for the time being attached to any class or classes of shares:   at meetings of members or classes of members each member is entitled to vote in person or by proxy or attorney; and on a show of hands every person present who is a member has one vote, and on a poll every person present in person or by proxy or attorney has one vote for each ordinary share he holds.” Distribution of Holders of Equity Securities Unmarketable Parcels Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Ordinary Fully Paid Shares Total Holders Units % of Issued Capital 31,339 818,990 1,877,450 25,500,694 0.01 0.28 0.63 8.57 114 265 229 645 215 The number of holders of less than a marketable parcel of ordinary shares as at the Reporting Date is as follows: Unmarketable Parcels as at 17 August 2015 Minimum $500 parcel at $0.175 per unit Minimum Parcel Size Holders Units 2,858 235 264,321 269,245,923 90.51 Substantial Shareholders Total 1,468 297,474,396 100.00 Range 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Total Performance Rights Total Holders Units % of Performance Rights 0 0 0 3 5 8 0 0 0 270,898 2,093,240 0.00 0.00 0.00 11.46 88.54 2,364,138 100.00 As at the Reporting Date, the names of the substantial holders of Gale Pacific and the number of equity securities in which those substantial holders and their associates have a relevant interest, as disclosed in substantial holding notices given to Gale Pacific, are as follows: Shareholder No. % THORNEY HOLDINGS PTY LTD 79,702,646 26.79% WINDHAGER HANDELS GESMBH 41,925,781 14.09% INVESTEC BANK (AUSTRALIA) LIMITED 19,794,793 6.65% 72 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only Twenty Largest Holders of Quoted Equity Securities Stock Exchange Listing The Company only has one class of quoted securities, being ordinary shares. The names of the 20 largest holders of ordinary shares, and the number of ordinary shares and percentage of capital held by each holder is as follows: Shareholder HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED No. % 72,553,816 24.39 WINDHAGER HANDELS GESMBH 41,925,781 14.09 Gale Pacific’s ordinary shares are quoted on the Australian Securities Exchange (ASX issuer code: GAP) Voluntary Escrow There are no securities on issue in Gale Pacific that are subject to voluntary escrow. INVESTEC INVESTMENTS (UK) LIMITED GALE AUSTRALIA PTY LTD J P MORGAN NOMINEES AUSTRALIA LIMITED UBS NOMINEES PTY LTD GERNIS HOLDINGS PTY LIMITED INVESTEC AUSTRALIA LIMITED CONTEMPLATOR PTY LTD AUST EXECUTOR TRUSTEES LTD MR GEOFFREY DUNCAN NASH STITCHING PTY LTD 14,182,685 13,997,844 11,497,418 7,718,384 7,409,665 5,612,108 4,691,433 4.77 4.71 3.87 2.59 2.49 1.89 1.58 Unquoted Equity Securities The number of each class of unquoted equity securities on issue, and the number of their holders, are as follows: Class of Equity Securities Number of unquoted Equity Securities Number of holders 3,990,000 1.34 Shares Options 3,327,428 1.12 Convertible Notes 0 0 0 3,050,000 1.03 Performance Rights 2,364,138 0 0 0 8 There are no persons who hold 20% or more of equity securities in each unquoted class other than under an employee incentive scheme. On Market Buyback The Company is not currently conducting an on-market buy- back. 0.84 0.82 0.80 0.77 0.74 0.67 0.65 0.61 207,492,053 69.75 Item 7 Issues of Securities HAROLDSWICK CORPORATION PTY LTD 2,500,000 CHILLEN PTY LIMITED (TALLEN) 2,431,317 GFS SECURITIES PTY LTD GALLIUM PTY LTD W DONNELLY SERVICES PTY LTD VENN MILNER SUPERANNUATION PTY LTD ATKONE PTY LTD APM ENTERPRISES PTY LTD TOTAL: TOP 20 HOLDERS OF ORDINARY FULLY PAID SHARES AS AT 17 AUGUST 2015 2,380,935 2,279,359 2,207,485 2,000,000 1,919,796 1,816,599 TOTAL: REMAINING HOLDERS BALANCE 89,982,343 30.25 Other Information The name of the Company Secretary is Ms Sophie Karzis. The address of the principal registered office in Australia, and the principal administrative office is 145 Woodlands Drive, Braeside, 3195, Victoria, Australia, telephone is (03) 9518 3333. The Company is listed on the Australian Securities Exchange. The home exchange is Melbourne. Registers of securities are held by Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067, Australia, local call is 1300 850 505, international call is + 613 9415 4000. There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act which have not yet been completed. 73 GALE PACIFIC LIMITED 2015 ANNUAL REPORT For personal use only www.galepacific.com For personal use only 

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