20
21
ANNUAL
REPORT
ABN: 80 009 116 269
CONTENTS
Chairman’s Letter
CEO’s Address
Who We Are
Unique Value Propositions
KWB Group Commentary
Bedshed Commentary
Board of Directors
Company Secretaries
Consolidated Financial Reports
3
4
6
7
8
10
12
14
16
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J O Y C E C O R P O R A T I O N L T D
A N N U A L R E P O R T 2 0 2 1
CHAIRMAN’S LETTER
Joyce Corporation has continued to
strengthen in 2021 – weathering the
storm of COVID-19, and ultimately
emerging stronger than ever. We are well
positioned to look forward with optimism
and confidence about our Company’s
prospects.
During the 2021 Financial Year the
Company benefited greatly from strong
consumer spending as Australians
spent an increased proportion of their
disposable income on their homes.
When COVID-19 first arrived no one was
sure of its impact on the economy, but
most were concerned about the negative
potential. Our businesses took steps
to keep our staff and customers safe,
preserve cash, manage our supplier
relationships, and, where possible, keep
our businesses trading to maintain our
connection with our customers.
It is right to acknowledge the swift
and significant initiative of the Federal
Government introducing JobKeeper
that extensively cushioned the Australian
economy. As one of the many retail
oriented businesses that benefitted from
this policy, the Board believed it was right
and proper to return JobKeeper funds
to the Government. This reflects our
values in action.
Whilst the response to COVID-19 was
the dominant issue of the year, the Board
and senior management continued their
focus on strategic decision-making and
execution to position Joyce Corporation
for the near and long-term.
The KWB Group expansion in NSW has
been hugely successful, with four stores
opening during the year, and further
expansion into the Sydney suburbs
underway. KWB has a wide range of
highly skilled people covering the design,
build and installation of kitchen and
wardrobe solutions in existing homes,
giving it a unique place in Australia’s home
renovation market. The KWB Group now
has a reach extending across Queensland,
South Australia and New South Wales,
with longer-term opportunities in
untapped locations including in Victoria
and Western Australia.
With a ‘capital light’ business model,
strong margins, excellent cash flow and
significant organic growth potential, our
investment in KWB in 2013 has been
spectacularly successful and I would
like to acknowledge the dedication and
hard work of everyone at KWB, led by its
Managing Director, John Bourke.
With revenue more than doubling between
2016 and 2021, our partnership with KWB
has evolved into KWB becoming a core
asset for Joyce Corporation.
Bedshed’s expansion in NSW was led
by the opening of an online E-store,
supported by a creative media and
marketing campaign. The E-store is to be
followed by two bricks and mortar stores
in the first half of the 2022 Financial
Year. The E-store will complement
the new openings, creating a strong
brand presence in Sydney to ensure
new franchisees can get off to the best
possible start in a new market.
Bedshed’s franchisee model is one of
Australian businesses’ enduring success
stories. Our franchisees are the heart
and soul of Bedshed, and on behalf of
the Board and shareholders I thank them
for their hard work and professionalism,
which ultimately drives the success of
the brand.
At the Group level we commenced the
process of Board renewal. I assumed the
Chair’s role in November 2020 from Mike
Gurry, who has remained on the board
to ensure a smooth transition. On behalf
of shareholders I sincerely thank him for
his leadership of the Company through
some challenging issues and setting the
Company on its current trajectory.
The Board recognises the need for
further changes in the near term as
the business foundations are strong,
allowing the Board to consider the needs
for the company moving forward. I thank
all Board members for their valuable
insights, experience and collegiality.
In December we appointed Dan Madden
as CEO, replacing Keith Smith. Dan has
excellent corporate experience, having
previously held the positions of Managing
Director and CFO at ASX listed entities.
His leadership and focus on adopting a
collegiate and collaborative approach
with all stakeholders has been most
welcome, and the Board looks forward to
continuing to work closely with Dan and
the rest of the leadership team.
Following the divestment of Lloyds
Auctions in 2020 and faced with the
uncertainty of COVID-19, the Board
focused on consolidation, strengthening
the balance sheet and maintaining
liquidity. As the strength of the
businesses became clear, our focus
shifted to driving strong operational
performance and positioning the
Company for the next phase of its journey.
The Board has resolved to pay a fully
franked final dividend of 10 cents per
share, bringing our total dividend for
the 2021 Financial Year to 17 cents per
share. This is an increase of 7 cents
from prior year and a record for Joyce
Corporation. The total dividend of 17
cents per share represents 63% of
normalised profit and is consistent with
our stated intention of aiming for full year
dividend payments to be between 60-
80% of normalised NPAT.
Joyce will continue to focus on organic
revenue growth in 2022 through further
expansion of KWB showrooms in
NSW and Bedshed franchisee network
expansion in NSW and across Australia.
We will also consider attractive inorganic
growth opportunities in complementary
areas that may offer synergies, or
the potential to leverage our current
strengths, in order to drive our growth
ambitions. Whilst we approach 2022 with
confidence we also remain mindful that
COVID-19 continues to create a number of
challenges as a result of the uncertain and
volatile retail environment for operators,
consumers and suppliers. As a Board
and leadership team we will continue to
proactively address these challenges.
I would like to thank the hundreds of
people who come to work for Joyce and
our partner businesses every day. As we
know, there have been, and remain, some
acute challenges in parts of Australia
over the past 12 months and our people
have been resilient and committed
throughout. Without this we would not
have been able to deliver the success we
have had over the last Financial Year.
Finally, my thanks to you, Joyce
Corporation’s shareholders, for your
ongoing and valued support of the
Company. I can assure you that the Board
remains driven to continue to pursue a
high level of operational performance and
long- term sustainable revenue growth, to
drive share price appreciation and healthy
dividends to our shareholders.
Jeremy Kirkwood
Chair
3
ANNUAL REPORT 2021JOYCE CORPORATION LTD CEO’S ADDRESS
In 2021 the strength of Joyce
Corporation’s partnerships, strong
brands and talented people combined
to produce an exceptional result for
shareholders.
We entered this financial year facing
a lot of uncertainty, but with a clear
strategy to manage the effects
of COVID-19, and the architecture
in place to take advantage of
what became very strong trading
conditions.
When I joined the Company in
December 2020, I was struck by the
willingness of everyone in the business
to roll their sleeves up and get to work,
making sure that no matter what the
external environment produced, we
would be prepared and ready to take
advantage. The effort and hard work
of our staff, business partners and
franchisees allowed us to remain
steadfast, committed and dedicated to
our shareholders, customers, partners
and colleagues. In doing so, we were
able to deliver a strong financial result
for the 2021 Financial Year with record
revenue, profit and dividends for our
shareholders.
Ultimately, this has been a successful
year for Joyce Corporation with
strong Group revenue growth, which
has increased by 30% against the
2020 Financial year, to $111.2 million.
Our revenue outcome was driven by
a combination of positive market
conditions, strong operational
performance and strategic organic
growth which led us to recognise
EBITDA of $24.3 million, an increase
of 46% on the 2020 Financial Year.
Net Profit After Tax attributable to
Joyce Shareholders for the financial
year is a record at $7.6 million and we
remain well placed to continue our
performance into 2022 and beyond.
Pleasingly, earnings per share of
$0.27 increased by 71% from the
prior year, and we have declared a
record full year dividend at 17 cents
per share, which represents 63%
of normalised NPAT and a 10 cent
increase from the prior year.
As a result, we have closed the year in
a good position with a healthy balance
sheet. As at 30 June 2021 the Group
had a strong net consolidated cash
position of $19.9 million compared to
$4.9 million at 30 June 2020. Funds
will be used for the payment of the final
dividend (approx. $2.8 million) and
working capital and growth purposes.
Our business has been particularly
resilient to the COVID-19 pandemic.
Both KWB Group and Bedshed have
benefited from a lift in Australian
consumer spending, but this only
tells part of the story. With an
overriding focus on organic growth,
we have been able to continue to
open new stores within the KWB Group
and deliver record revenue and profit
in that business. When coupled with
strategic decisions, such as keeping
Bedshed’s supply chains active during
the early stages of the pandemic, and
developing Bedshed’s e-commerce
platform, we have gained market share
and emerged stronger as a result.
KWB Financial Results
KWB continued to see strong growth,
with revenue increasing by 33% from
$67.5 million in the 2020 financial
year to $89.7 million by 30 June 2021.
Earnings Before Interest and Tax
(EBIT) of $16.3 million was up by 45%
from the prior financial year, and the
consistent trend of improving profit
margins continued with EBIT at 18%
of revenue (compared to 17% in 2020
and 15% in 2019).
KWB continued to deliver its store
expansion plan, with four new
showrooms opened in NSW, all of
which traded strongly compared
to historic early trading volumes of
previous newly established stores.
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J O Y C E C O R P O R A T I O N L T D
A N N U A L R E P O R T 2 0 2 1
These new stores are delivering an
accelerated payback on the investment
required for their establishment.
The new showroom openings
demonstrate that KWB can deliver high
levels of sales from the outset, and
approximately four stores per annum
are planned for the 2022 and 2023
financial years.
Bedshed Financial Results
Both the Bedshed Franchising and
Company-Owned Store businesses
performed strongly in the 2021
Financial Year.
Combined Bedshed Franchising and
Company-Owned operations revenue
grew from $18.3 million to $21.5
million over the 2021 Financial Year
and EBIT increased by over 200% to
$5.9 million, up from $1.8 million.
The Franchising operation increased
EBIT to $2.6 million compared to $2
million in the 2020 Financial Year and
continued its trend of improving profit
margins with EBIT at 54% of revenue
(compared to 50% in 2020 and 48%
in 2019).
Other
The strong financial performance also
allowed us to hand back $1.5 million
in JobKeeper payments we received
during the year, which we believe
this was the right thing to do and
was in accordance with our values.
JobKeeper was treated as a one-off
income in the first half of the financial
year, with a corresponding expense in
the second half of the financial year.
During the year we streamlined the
Joyce Group structure following
the finalisation of the divestment of
Lloyds Online Auctions and receipt
of $3.3 million associated with the
transaction.
Outlook
The continued and consistent revenue
growth across our businesses
provides a robust platform for both
capital appreciation and strong
dividends for Joyce Corporation
investors.
Looking ahead, we approach 2022
with confidence. Joyce will continue
to invest in growing its network, with
a near term focus on expanding
KWB in growth areas of NSW and
converting the strong interest from
potential new Bedshed franchisees
into network growth in NSW and
across Australia in 2022. In addition
to the primary focus on organic
revenue growth, the Company
will continue to apply a disciplined
approach when evaluating other
potential investment opportunities
that have a natural fit to our expertise
and existing portfolio.
Whilst we have a great recipe for
growth, we remain mindful that
COVID-19 creates an uncertain retail
environment, due to current and
potential future lockdowns within
Australia and overseas sourcing
countries, and by giving rise to
challenges such as the continuing
escalation of global shipping costs.
Together with the Board, the leadership
team will continue to proactively
assess and manage these risks.
I thank the leadership group within our
network for their valued contribution
and support, as well as the entire
Joyce family of staff and business
partners who work together to get
the best outcomes for both our
customers and shareholders.
Finally, I would like to thank Chairman
Jeremy Kirkwood and the Board for
their faith in me to lead this company.
Sincerely,
Dan Madden
Joyce Corporation Consolidated Results
FY 21
($’000)
FY 20
($’000)
Variance ($)
Variance (%)
Revenue (from continuing operations)
111,224
85,757
25,467
Gross Profit (from continuing operations)
58,807
45,037
13,770
Total Group Expenses
30,870
27,534
(3,336)
Expenses (% of revenue)
28%
33%
n/a
EBITDA (from continuing operations)
24,292
16,603
7,689
EBITDA Margin
22%
19%
n/a
30%
31%
-12%
5%
46%
3%
Net Profit After Tax (from continuing operations)
12,995
2,674
10,321
386%
NPAT Attributable to JYC Members
77,,557744
((11,,110077))
EPS - cents (from continuing operations)1
26.92
15.76
Joyce Corporation Consolidated Results
Closing Group Cash
Debt
Net Cash/(Debt)
Jun ‘21
($'000)
Jun '20
($'000)
19,881
10,643
-
(5,751)
88,,668811
11.16
778844%%
71%
Variance ($)
Variance (%)
19,881
4,892
14,989
306%
1 – FY20 EPS is based on NPAT attributable to JYC Shareholders from Continuing Operations net of impairment loss.
A N N U A L R E P O R T 2 0 2 1
J O Y C E C O R P O R A T I O N L T D
5
WHO
WE ARE
Fast growing ASX-listed
company invested in and
operating quality Australian
businesses with exciting
organic growth potential.
Committed to delivering
increased earnings while
establishing a solid platform
for future growth.
Ongoing success comes
from partnering with
successful businesses that
have a strong potential to
grow and be market leaders.
OUR VISION
We seek to make a meaningful
positive difference to the lives of our
shareholders, partners, franchisees,
employees and customers.
OUR PURPOSE
Prosper in business together
We help quality small to medium
Australian businesses unlock their
growth potential and succeed on
the national stage.
OUR PRIMARY OBJECTIVE
To drive revenue growth and deliver
above average returns.
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J O Y C E C O R P O R A T I O N L T D
A N N U A L R E P O R T 2 0 2 1
UNIQUE VALUE
PROPOSITIONS
WORKING TOGETHER IS KEY TO SUCCESS
Shareholders
Track record of Total Shareholder Returns.
Partners
Track record of growth and long-term mindset.
Franchises
Deep sector and operational knowledge and supportive
growth-focused approach.
Employees
Ability to make an impact growing national brands in a supportive
team environment.
Customers
Quality products and services, deep product knowledge and convenience.
A N N U A L R E P O R T 2 0 2 1
J O Y C E C O R P O R A T I O N L T D
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ANNUAL REPORT 2021JOYCE CORPORATION LTD FY21 BUSINESS
UNIT PERFORMANCE
SALES
89,693
67,498
64,964
59,937
FY18
FY19
FY20
FY21
NET REVENUE ($000s)
FY18 – FY21 CAGR 10.6%
EBIT
16,320
11,269
9,480
8,372
FY18
FY19
FY20
FY21
EBIT ($000s)
FY18 – FY21 CAGR 18.2%
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J O Y C E C O R P O R A T I O N L T D
A N N U A L R E P O R T 2 0 2 1
JOHN BOURKE
MANAGING DIRECTOR - KWB GROUP
CHRIS PALIN
FINANCIAL DIRECTOR - KWB GROUP
KWB Group Commentary
KWB is a leader in Australia’s home renovation market, delivering outstanding kitchen
and wardrobe solutions to customers renovating their homes. Our Kitchen Connection
and Wallspan brands operate a network of 25 sites across Queensland, NSW and South
Australia. We are proudly the only Kitchen and Wardrobe renovation company to achieve
over 1,500 Five Star reviews on Productreview.com.au - Australia’s largest independent
consumer review website.
KWB Group is looking forward
with optimism to FY22. We are
well placed, with a great team,
a fantastic product suite and
a loyal customer base that is
helping us continue to grow.
John Bourke
Managing Director KWB
COVID-19 saw Australians
spending more time in their homes
- and more of that time renovating
them. In the past 12 months the
KWB Group has designed and
installed more than 4,000 kitchens
and 2,000 wardrobes in Australian
homes. A combination of strong
demand, and an expansion of our
footprint, saw our orders grow by
more than 40% year-on-year. This
had a flow on effect to installations,
which saw sales revenue increase
by over 30% compared to 2020.
This year we pushed ahead with
our expansion in NSW, with new
stores opening in Tweed Heads,
Tuggerah, Castle Hill and Artarmon.
The location of each store has
been strategically chosen to take
advantage of existing or emerging
renovation markets.
The combination of timing,
a strong marketing campaign and
the excellent performance of our
team, saw each of these new
stores exceed their targets and
make a significant contribution to
the Group’s final result.
Our business survives and thrives
on the referrals of our customers,
and we can only do that if we
consistently deliver a superior
product and service. We are
fortunate that we have the people
in place to do this, and I personally
thank everyone who is a part of the
KWB Group – employees, suppliers,
and contractors, as well as our
colleagues in Joyce Corporation,
who have contributed every day to
deliver our results.
The outlook for KWB Group for
2022 is positive. Market conditions
entering the new financial year
appear to be maintaining the
momentum we built through 2021.
We will continue to increase our
installation capacity to match the
strong consumer demand, which
will give us the best opportunity
to grow sales over FY22.
We have plans to add another four
showrooms in the 2022 Financial
Year – in Penrith, Belrose, Casula
and Auburn – which will put us
in a position to reach our goal of
being Sydney’s number one kitchen
renovator by the end of this year,
building our network to a total
of 28 stores.
A N N U A L R E P O R T 2 0 2 1
J O Y C E C O R P O R A T I O N L T D
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ANNUAL REPORT 2021JOYCE CORPORATION LTD FY21 BUSINESS
UNIT PERFORMANCE
SALES
19,241
18,113
21,531
20,096
FY18
FY19
FY20
FY21
NET REVENUE ($000s)
FY18 - FY21 CAGR 4.4%
EBIT
2,424
1,998
5,886
3,593
FY18
FY19
FY20
FY21
EBIT ($000s)
FY18 - FY21 CAGR 31.0%
10
ANNUAL REPORT 2021JOYCE CORPORATION LTD Gavin Culmsee
GENERAL MANAGER - BEDSHED
Bedshed Commentary
Bedshed is one of Australia’s leading brands, supplying quality bedding and furnishings
to generations of Australian families. Bedshed operates a 37 store network, including
32 franchise stores, instantly recognisable by their distinctive purple colour and tagline of
“No one’s better in the bedroom.” Bedshed also operates a new and growing e-commerce
business that complements and supports our bricks and mortar stores.
Looking ahead, we are entering 2022
with confidence after a strong finish
to 2021. Retail spending in Australia
remains strong, although we always
need to be mindful that economic
circumstances could be volatile over
the short to medium term. We are
in a great position to leverage the
opportunities before us and grow
our network, with two new franchise
stores planned for NSW, opening in
the lead up to Christmas 2021.
Gavin Culmsee
Bedshed General Manager
2021 was another strong year for
Bedshed, with record revenue of
$21.5 million across our 37 store
network. Despite the COVID-19
pandemic, retail spending in
Australia has been robust, as
government stimulus measures
and restrictions on travel, saw
consumers spend more money at
home. Pleasingly, revenue from our
franchisee network increased by
more than 20% from the prior year
and EBIT by more than 30%.
Bedshed, with its award-winning
marketing campaigns, trusted
product range, and commitment
to customer service, was well
positioned to cater to strong
demand for homewares and home
furnishings. An updated marketing
campaign – with the key message
“No one uses the bedroom quite like
you” – helped drive brand awareness,
store traffic and sales growth.
Our franchise model is a key driver
of our success. Our franchisees
are very committed, and loyal, with
a number of partners staying with
us since the 1980’s, and just one
franchised store up for sale in nine
years. This year we transferred our
Company-Owned store in Helensvale
to an existing Bedshed franchisee,
and we continue to manage inquiries
from potential new franchisees – a
positive reflection on the Bedshed
brand and the success of the
franchise model.
Bedshed’s e-commerce platform,
launched in Sydney during the
year, gave us a low-cost entry to
the Sydney market. Supported
by a marketing campaign, the
e-commerce offering is building
brand awareness and creating an
attractive environment for new
franchise operators as we build
our presence in Australia’s biggest
consumer market.
We continued to focus on improving
our business, developing our
systems, and refreshing our sales
training, giving our people the best
opportunity to succeed.
Ultimately, we are a people business
– connecting our customers to the
products they need to have a great
night’s sleep. Our people, including
our franchisees and company store
staff, are resilient and committed.
Their dedication and professionalism
have helped us navigate the
challenges of COVID-19 and
successfully execute our strategy.
A N N U A L R E P O R T 2 0 2 1
J O Y C E C O R P O R A T I O N L T D
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ANNUAL REPORT 2021JOYCE CORPORATION LTD BOARD OF DIRECTORS
Jeremy Kirkwood
(appointed Chair 30 November 2020)
Jeremy was appointed a Non-Executive Director in January 2020. He has extensive experience
in corporate strategy, investment banking and global capital market and provides invaluable
strategic input and guidance to the Company’s board and management team. Jeremy is a
principal of Pilot Advisory Group and was previously a Managing Director at Credit Suisse,
Morgan Stanley and Austock. He has primarily worked in public markets, undertaking merger
and acquisitions and capital raisings for companies principally in the metals and mining, energy
and infrastructure sectors. Jeremy is a Director of Talisman Mining Limited (Chair until July
2020), Trustee of the RE Ross Trust and Director of Hillview Quarries Pty Ltd, Nurture care
Pty Ltd and Independent Schools Victoria.
Karen Gadsby
Deputy Chair (appointed Deputy Chair 1 May 2019)
Bachelor of Commerce, FCA, MAICD
Karen has had 17 years’ Chair/Non-Executive Director experience and has held directorships
across the publicly-listed, private, government and not-for-profit sectors in Western Australia
and Victoria. Karen has a finance background. She was a Chartered Accountant with Coopers
and Lybrand and then worked as a senior executive with North Limited for 13 years, in various
executive roles across the areas of finance, commercial, risk, IT and human resources.
Michael Gurry
Non-Executive Director, former Chair
(November 2018 - November 2020)
Bachelor of Science (UWA),
Dip AICD, FAIM, SF Fin, FAICD
Mike Gurry is a Non-Executive Director of Joyce Corporation Ltd and Bedshed Franchising Pty Ltd
and has over 25 years’ experience as a chairman and non-executive Director. Mike was Chairman
of Joyce Corporation from Dec 2018 to Dec 2020 having joined the Board in 2008. He has served
on numerous Boards, including listed, Government and not-for-profit organisations. Currently, he
serves on the St John Ambulance Board and is a Councilor of HBF Ltd. Mike’s business career
included involvement in a broad range of industries in which he enjoyed considerable success.
Mike is an exceptional business strategist with outstanding stakeholder and change management
skills. In 2018 he was awarded the Order of Australia (AM).
12
Other current directorships
of listed entities
Talisman Mining Ltd
Former directorships of listed
companies in the last 3 years
Kin Mining NL
(resigned 31 July 2019)
Zenitas Healthcare Ltd
(resigned 2 March 2018)
Special responsibilities
Member of the Audit and
Risk Committee
Member of the Remuneration
Committee
Member of the Nomination
Committee
Interests in shares and
options held directly, indirectly,
or beneficially
132,978 ordinary shares
Other current directorships
of listed entities
None
Former directorships of listed
companies in the last 3 years
Talisman Mining Ltd
(retired 4 November 2020)
Special responsibilities
Chair KWB Board
Chair of the Audit and
Risk Committee
Member of the
Remuneration Committee
Member of the Nomination
Committee
Interests in shares and
options held directly,
indirectly, or beneficially
87,500 ordinary shares
Other current directorships
of listed companies
None
Former directorships of listed
companies in last 3 years
None
Special responsibilities
Member of the Audit and
Risk Committee
Member of the
Remuneration Committee
Member of the
Nomination Committee
Member KWB Board
Interests in shares and
options held directly,
indirectly, or beneficially
140,593 ordinary shares
ANNUAL REPORT 2021JOYCE CORPORATION LTD Daniel Smetana
Non-Executive Director, former Chair
(January 1985 to November 2018)
Diploma of Commerce,
FCPA, FAIM, FAICD
Dan is a Non-Executive Director and former Chairman of Joyce Corporation Ltd and Bedshed
Franchising Pty Ltd. He has had 50 years’ Chair/Non Executive Director experience and has
held directorships across various sectors including Defence Reserves Support Council – WA,
Youth Focus, Western Power, WASO, Edge Employment, IFAP, WA Federation of PCYC and
Korab Resources Limited. Dan is a visionary leader who has been deeply involved with Joyce
Corporation in Executive, Chair or NED roles since 1984.
Timothy Hantke
Non-Executive Director
Bachelor of Commerce, FAIM, FAICD
Tim specialises in mentoring and coaching CEOs, senior executives and business owners,
along with being a commercial mediator and professional company director. Having held
a broad variety of roles within organisations of all sizes, Tim now focuses on key board
positions and mentoring others. His focus is to work with leaders and to get to the source
of their thinking and behaviours, and help them find new ways of communicating, collaborating,
and negotiating to meet their organisational, professional and personal goals.
Travis McKenzie
Non-Executive Director
Bachelor of Law, Bachelor of Commerce, GAICD
Travis has had extensive experience on private boards since 2009. These organisations operated
in multiple industries including marketing, education and property development.
This experience, particularly in the marketing and property space, will be particularly relevant
to the Joyce Board. His work in derivatives and foreign exchange trading has allowed Travis
to experience business and operating in Europe and the Americas, as well as here in Australia.
This exposure to international thinking allows Travis to bring new perspectives to the Group
and fresh approaches. His original career as a Lawyer brings new skills to the Board and
provides thought leadership for management in issue resolution.
Other current directorships
of listed companies
None
Former directorships of listed
companies in last 3 years
Korab Resources Ltd
(retired 1 January 2020)
Special responsibilities
Member of the Audit and Risk
Committee
Member of the Remuneration
Committee
Member of the Nomination
Committee
Interests in shares and
options held directly,
indirectly, or beneficially
11,062,440 ordinary shares
Other current directorships
of listed companies
None
Former directorships of listed
companies in last 3 years
None
Special responsibilities
Chair Bedshed Franchising Pty Ltd
Member of the Audit and
Risk Committee
Chair of the Remuneration
Committee
Chair of the Nomination
Committee
Interests in shares and
options held directly,
indirectly, or beneficially
20,000 ordinary shares
Other current directorships
of listed companies
None
Former directorships of listed
companies in last 3 years
None
Special responsibilities
Alternate Director Bedshed
Franchising Pty Ltd
Member of the Audit and Risk
Committee
Member of the Remuneration
Committee
Member of the Nomination
Committee
Interests in shares and
options held directly,
indirectly, or beneficially
15,086 ordinary shares
13
ANNUAL REPORT 2021JOYCE CORPORATION LTD INFORMATION ON SECRETARIES
Daniel Madden
CEO and Group Company Secretary
(appointed 1 December 2020)
Bachelor of Commerce, ACC, ACA,
Governance Institute of Australia
Other current directorships
of listed companies
None
Former directorships of listed
companies in last 3 years
Talisman Mining Ltd (resigned
4 November 2020)
Interests in shares and
options held directly,
indirectly, or beneficially
Nil
Dan was appointed as CEO of Joyce Corporation Ltd on 1 December 2020 and has a reputation
as a values driven, people oriented manager with a collaborative approach which is consistent
with the Joyce Way. Dan was previously the Managing Director and CEO of Talisman Mining Ltd,
an ASX listed mineral exploration and development company with a track record of creating
shareholder value. Dan was appointed as Managing Director of Talisman in 2016, having been
Chief Financial Officer and Company Secretary since 2009. Dan’s prior background was in
finance as CFO/General Manager Finance in ASX listed and large international organisations,
including more than 17 years’ experience in the resource sector, including Xstrata Nickel
Australasia, Jubilee Mines NL and Perilya Ltd. Dan is an Associate Member of the Institute
of Chartered Accountants of England and Wales and a member of the Governance Institute
of Australia. He graduated from the University of Birmingham with a degree in Commerce
and Accounting.
Tim Allison
CFO and Group Company Secretary
(appointed 1 April 2021).
Bachelor of Commerce, CAANZ, AGIA,
ACG, GradDip Applied Finance
Other current directorships
of listed companies
None
Former directorships of listed
companies in last 3 years
None
Interests in shares and
options held directly,
indirectly, or beneficially
Nil
Tim was appointed as CFO and Company Secretary of Joyce on 1 April 2021. His career spans
more than 10 years across multiple industries with a focus on finance, including roles as CFO,
General Manager of Finance and in CFO Advisory consulting. Tim is Chartered Accountant,
having qualified at BDO Audit in Perth, WA. Tim is also a member of the Governance Institute of
Australia, has a Graduate Diploma in Applied Finance from Kaplan and is an invited member of
the Advisory Board Centre. Tim brings to Joyce a diverse skill set including process automation;
big data analysis; enhancement of strategic reporting and enhancing governance standards.
14
ANNUAL REPORT 2021JOYCE CORPORATION LTD A N N U A L R E P O R T 2 0 2 1
J O Y C E C O R P O R A T I O N L T D
1515
ANNUAL REPORT 2021JOYCE CORPORATION LTD DIRECTORS’ REPORT
DIRECTORS’ REPORT
YEAR ENDED
30 JUNE 2021
Your Directors present their report on the Consolidated Entity, consisting of Joyce Corporation Ltd
(“the Company”) and the entities it controlled at the end of, or during, the year ended 30 June 2021
(“the financial year”).
DIRECTORS
The names of the Company’s Directors in office during the financial year and until the date of this
report are as stated below. Directors were in office for this entire period unless otherwise stated.
Name
Position
Jeremy Kirkwood
Non-Executive Director (Chair)
Appointment date
14 January 2020
Karen Gadsby
Non-Executive Director (Deputy Chair)
1 July 2017
Daniel Smetana
Non-Executive Director
30 November 1984
Michael Gurry
Non-Executive Director
Timothy Hantke
Non-Executive Director
Travis McKenzie
Non-Executive Director
8 May 2007
9 June 2006
1 July 2019
SECRETARIES
Daniel Madden
Tim Allison
PRINCIPAL ACTIVITIES
CEO and Group Company Secretary (appointed 1 December 2020)
CFO and Group Company Secretary (appointed 1 April 2021)
During the financial year, the principal continuing activities of the Consolidated Entity consisted of
being:
- Majority owner of 51% of KWB Group Pty Ltd, operator of retail kitchen and wardrobe
showrooms;
- Franchisor of the Bedshed chain of retail bedding stores; and
- Owner of four Bedshed retail stores.
16
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2 of 80
ANNUAL REPORT 2021JOYCE CORPORATION LTD
DIRECTORS’ REPORT
DIRECTORS’ REPORT
REVIEW AND RESULTS OF OPERATIONS
YEAR ENDED
30 JUNE 2021
During the financial year, the Consolidated Entity achieved revenue from continuing operations of
$111.22 million (2020: $85.76 million) and a profit from continuing operations before tax of $19.11
million (2020: $5.77 million) and after tax of $13.00 million (2020: $2.67 million). The FY20 profit
numbers were after deducting $5.53 million of impairments.
Financial position
At 30 June 2021, the Consolidated Entity had total equity of $26.64 million (2020: $21.65 million). Cash
and cash equivalents increased from $10.64 million at 30 June 2020 to $19.88 million at 30 June 2021.
Unused finance facilities were $9.84 million (2020: $4.41 million).
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
The Consolidated Entity plans to further develop the KWB business and continue to invest to grow the
showroom network in New South Wales. The Bedshed business will develop through a planned
expansion of its network of franchised stores with a particular focus in New South Wales. In addition
to the focus on organic revenue growth the Company will continue to evaluate other investment
opportunities that have a natural fit to its expertise and existing portfolio.
DIVIDENDS
Dividends declared or paid during the financial year are as follows:
FY19 final fully franked dividend of 5.0 cents per share
FY20 interim fully franked dividend of 5.0 cents per share
FY20 final fully franked dividend of 5.0 cents per share
FY21 interim fully franked dividend of 7.0 cents per share
Total dividends paid
2021
$000
-
-
1,405
1,971
3,376
2020
$000
1,397
1,404
-
-
2,801
The Directors resolved that a FY21 final dividend of 10 cents per share, fully franked, be paid by Joyce
Corporation Limited on 1 October 2021 to all shareholders registered as at the record date of 14
September 2021.
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3 of 80
17
ANNUAL REPORT 2021JOYCE CORPORATION LTD
DIRECTORS’ REPORT
SIGNIFICANT CHANGES IN STATE OF AFFAIRS
DIRECTORS’ REPORT
YEAR ENDED
30 JUNE 2021
Throughout the year, a number of KWB showrooms and Bedshed stores experienced intermittent
closures and trading restrictions as a result of the impact of COVID-19 outbreaks across Australia.
Other than the disclosed above, there were no other significant changes in the state of affairs of the
Consolidated Entity during the year ended 30 June 2021.
SIGNIFICANT AFTER REPORTING DATE EVENTS
The Directors resolved that a FY21 final dividend of 10 cents per share, fully franked, be paid by Joyce
Corporation Limited on 1 October 2021 to all shareholders registered as at the record date of 14
September 2021.
The full impact of the COVID-19 pandemic continues to evolve at the date of this report. The
Consolidated Entity is actively monitoring the global and national situation and its impact on the
Consolidated Entity’s financial condition, liquidity, operations, suppliers, industry and workforce. Given
the daily evolution of the COVID-19 pandemic and government’s responses to curb its spread, at this
point the Consolidated Entity is not able to estimate the effects of the COVID-19 pandemic on its
results of operations, financial condition, or liquidity for the 2022 financial year.
Other than disclosed above, no event has occurred since the reporting date to the date of this report
that has significantly affected, or may significantly affect the Consolidated Entity’s operations, the
results of those operations, or the Consolidated Entity’s state of affairs.
MEETING OF DIRECTORS
The numbers of meetings of the Company’s Board of Directors and of each Board Committee held
during the financial year and the number of meetings attended by each Director were:
Directors
Board of
Directors
Audit & Risk
Committee
Remuneration
Committee
Nomination
Committee
Jeremy Kirkwood
Karen Gadsby
Michael Gurry
Daniel Smetana
Timothy Hantke
Travis McKenzie
A
13
13
13
13
13
13
B
13
13
13
13
11
13
A
4
4
4
4
4
4
B
4
4
4
4
4
4
A
3
3
3
3
3
3
B
3
3
3
3
2
3
A
1
1
1
1
1
1
B
1
1
1
1
1
1
A = Number of meetings held during the time the Director held office or was a member of the committee
during the financial year.
B = Number of meetings attended during the time the Director held office or was a member of the
committee during the financial year.
18
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
The remuneration reports details the key management personnel (KMP) remuneration arrangements
for the Consolidated Entity, in accordance with the requirements of the Corporations Act 2001 and its
Regulations.
KMP are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
A. Principles used to determine the nature and amount of remuneration
B. Service agreements
C. Details of remuneration
D. Share-based compensation
E. Link between remuneration policy and company performance
F. Voting at the 2020 Annual General Meeting
G. Independent salary and incentive review
H. Loans or other transactions with directors and KMP
The information provided in this remuneration report is also included in the financial report which has
been audited as required by section 308(3C) of the Corporations Act 2001.
As well as the directors previously mentioned in this Directors’ Report, other KMP of the Consolidated
Entity include:
KMP
Daniel Madden
Tim Allison
John Bourke
Chris Palin
Gavin Culmsee
Derek Fowler
Keith Smith(a)
Position Held
CEO and Group Company Secretary, Joyce
Corporation Ltd from 1 December 2020
CFO and Group Company Secretary, Joyce
Corporation Ltd from 1 April 2021
Managing Director, KWB Group Pty Ltd
Finance Director, KWB Group Pty Ltd
General Manager, Bedshed Franchising Pty Ltd
CFO, Joyce Corporation Ltd from 19 August 2019 to
7 August 2020
Acting CEO, Joyce Corporation Ltd from 1 July 2019
to 30 March 2020
CEO, Joyce Corporation Ltd from 31 March 2020 to
30 November 2020
Group Company Secretary, Joyce Corporation Ltd to
1 April 2021
(a) Refer to the ASX announcement dated 5 August 2020 for further details.
A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION
Remuneration committee
The Remuneration Committee Charter establishes the role of the Remuneration Committee, which is
to review and make recommendations on Board remuneration; senior management remuneration;
executive share plan participation; human resource and remuneration policies and senior
management succession planning, appointments and terminations.
The main responsibilities of
include reviewing and making
the Remuneration Committee
recommendations on remuneration policies for the Consolidated Entity including those governing the
Directors and the KMP.
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5 of 80
19
ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
The Remuneration Committee comprises a majority of Non-Executive Directors and at least three
members.
The Chair of the Remuneration Committee is appointed by the Board and is a Non-Executive Director.
The Remuneration Committee meets as and when required by the Remuneration Committee Chair
and at least twice annually. The Committee may invite persons deemed appropriate to attend meetings
and may take any independent advice as it considers necessary or appropriate. Any Committee
member may request the Chair to call a meeting.
During the year, the Remuneration Committee reviewed and updated its Charter. A copy of the
Remuneration Committee Charter is available on the Joyce Corporation website.
Remuneration policies
The objective of the Consolidated Entity’s executive reward framework is to ensure reward is
competitive and appropriate for the results delivered. The framework aligns executive reward with
achievement of the Consolidated Entity’s strategic objectives and the creation of value for
shareholders. The Remuneration Committee and Board ensure that executive reward satisfies the
following key criteria:
- Competitiveness and reasonableness;
- Acceptability to shareholders;
- Performance linkage / alignment of executive compensation to organizational results;
- Transparency; and
- Capital management.
In consultation with external remuneration consultants, where appropriate, the Consolidated Entity has
structured an executive remuneration framework that is market competitive and complementary to the
reward strategy of the organisation.
The framework aligns to shareholders’ interests by:
- Having economic profit as a core component of the framework’s design;
- Focusing on sustained growth in shareholder wealth, consisting of dividends and growth in
share price and delivering constant return on assets as well as focusing the executive on key
non-financial drivers of value; and
- Attracting and retaining high calibre executives.
The framework aligns to program participants’ interests by:
- Rewarding capability and experience;
- Reflecting competitive reward for contribution to growth in shareholder wealth;
- Providing a clear structure for earning rewards; and
- Providing recognition for contribution.
Non-Executive Director’s remuneration
Fees and payments to Non-Executive Directors reflect the demands that are made on and the
responsibilities of the Directors. Non-Executive Directors’ fees and payments are reviewed annually
by the Board. The Board considers, where appropriate, the advice of independent remuneration
consultants to ensure Non-Executive Directors’ fees and payments are appropriate and in line with
comparable entities. The Chair’s fees are determined independently to the fees of Non-Executive
Directors, based on appropriately comparable roles. The Chair is not present at any discussions
relating to the determination of their own remuneration.
The current base remuneration was last independently reviewed by Godfrey Remuneration Group in
April 2021 and is effective 1 July 2021. Fees incurred for this reviewed totalled $12,000. From 1 July
2021, Non-Executive Directors will receive additional fees for the Chairing of a committee.
20
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
Non-Executive Directors’ fees are determined within an aggregate directors’ fee pool limit, which is
periodically recommended for approval by shareholders. The limit currently stands at $700,000 per
annum and was approved by shareholders at the Annual General Meeting on 30 November 2017.
Executive remuneration
Fixed Component
The level of fixed remuneration is set to provide a base level of remuneration, which is both appropriate
to the position and is competitive with appropriately comparable roles. Fixed remuneration is reviewed
annually by the Remuneration Committee and the process involves review of the Consolidated Entity’s
performance, the segment within which the executive operates and the individual’s performance.
Variable Component – Short-Term Incentives
Goals are agreed at the start of each financial year and consist of one or more key performance
indicators (KPI's) incorporating both financial and non-financial corporate and individual-specific
measures of performance. These measures are aligned to the Consolidated Entity’s strategic
objectives at the time. Examples of the types of measures used are targets for safety, profit, cash
balances and segment specific KPI's. At the end of the financial year, the Remuneration Committee
assesses the actual performance of the Consolidated Entity, the relevant segment and the individual
against the agreed KPI targets. When the Consolidated Entity, or the relevant segment and the
individual achieve their KPI’s, the Board will reward the KMP with a cash bonus paid after the end of
the financial year being assessed.
The amount paid is a discretionary percentage of a pre-determined (by the Board) maximum amount
contingent on the results achieved. No bonus is awarded where performance falls below the minimum
threshold set.
Variable Component - Long Term Incentives
The Remuneration Committee offers Performance Rights in the Joyce Corporation Ltd Rights Plan
(JRP). The JRP was approved by shareholders at the Annual General Meeting on 27 November 2018.
KPI’s set under the JRP are linked to achievement of targeted shareholder return measures over a
rolling 3-year period.
B. SERVICE AGREEMENTS
This remuneration report outlines the Director and Executive remuneration arrangements with the
Consolidated Entity in accordance with the requirements of the Corporations Act 2001 and its
regulations.
For the purposes of this report, KMP are defined as those persons having authority and responsibility
for planning, directing and controlling the major activities of the Consolidated Entity, directly or
indirectly, including any Director of the Consolidated Entity.
For the purposes of this report, the term "Executive" encompasses the Directors, KMP and other senior
executives of the organisation.
The employment conditions of all KMP are formalised in contracts. The directors, CEO and CFO are
engaged by Joyce Corporation Ltd. All Executives are permanent employees of subsidiaries within the
Consolidated Entity.
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7 of 80
21
ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
Contractual arrangements
Remuneration arrangements for KMP are formalised in employment agreements. Details of these
contracts is set out below.
Daniel Madden
Tim Allison
John Bourke
Chris Palin
Gavin Culmsee
Term of
agreement
Notice period
in months
Termination
payment in
months
rolling
rolling
rolling
rolling
rolling
3
3
3
3
3
3
3
3
3
3
The Consolidated Entity can terminate each contract by providing the required written notice period or
providing payment in lieu of the notice period (based on the fixed component of the KMP’s
remuneration). The Consolidated Entity may terminate a KMP or Executive for serious misconduct
without notice. Where termination with cause occurs, the Executive is only entitled to that portion of
remuneration that is fixed up to the date of termination.
22
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
C. DETAILS OF REMUNERATION
The remuneration summary of KMP for the current and prior financial year is set out below.
Fixed remuneration
Annual
and long
service
leave
Non-
monetary
benefits
Post-
employment
benefits
Variable remuneration
Cash
bonus
paid
Equity-
settled
shares
Equity-settled
performance
rights
Other
Total
Performance
related
Name
Note Year Salary
Non-executive Directors
Jeremy Kirkwood
(a) 2021 105,559
2020
30,893
Karen Gadsby
(b) 2021 104,862
Daniel Smetana
2020
80,667
2021
82,031
2020
80,667
Michael Gurry
(c) 2021 116,704
Timothy Hantke
Travis McKenzie
2020 132,429
2021
82,031
2020
80,667
2021
72,264
2020
35,650
Anthony Mankarios
2021
-
(d) 2020 353,386
2021 563,451
2020 794,359
Other Key Management
Personnel
Daniel Madden
(e) 2021 229,250
2020
-
Tim Allison
(f) 2021
58,750
John Bourke
Chris Palin
Gavin Culmsee
Lee Hames
2020
-
2021 334,247
2020 333,966
2021 264,200
2020 264,429
2021 272,617
2020 270,320
2021
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(g) 2020 171,923
7,057
Derek Fowler
(h) 2021
37,179
2020 154,545
Keith Smith
(i) 2021 173,211
2020 296,347
2021 1,369,454
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,028
2,935
9,962
7,663
7,793
7,663
11,087
12,581
7,793
7,663
6,865
3,387
-
8,305
53,528
50,197
12,230
15,939
-
-
3,616
5,424
-
-
10,642
45,079
31,328
41,071
12,490
35,640
26,443
32,463
2,655
25,899
27,552
25,680
-
-
-
14,745
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
140,274
98,084
110,959
77,518
81,400
59,270
-
47,620
(10,513)
4,628
23,630
12,821
14,682
-
(50,725)
16,455
161,646
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
189,474
-
189,474
-
-
-
-
-
-
-
-
-
-
-
-
-
-
95,596
24,869
28,153
-
120,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
115,587
33,828
114,824
88,330
89,824
88,330
127,791
145,010
89,824
88,330
79,129
39,037
-
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
551,165
34.4%
616,979
0.0%
1,034,030
18.3%
8.4%
0.0%
0.0%
0.0%
55.4%
19.4%
55.1%
19.3%
35.6%
19.6%
0.0%
23,518
280,937
-
-
-
-
67,790
-
344,945
875,187
-
504,449
272,847
696,136
-
85,084
19,833
-
-
-
-
-
-
400,853
467,655
402,655
-
241,345
19.7%
54,924
182,048
396,183
469,369
0.0%
0.0%
24.1%
25.6%
(19,605)
149,064
185,276 332,633 95,596
726,394
2,838,812
40.7%
2020 1,491,530
7,057
123,013
156,794
-
402,492
-
19,833
2,200,719
19.2%
Totals
2021 1,932,905
-
(19,605)
202,592
185,276 332,633 95,596
726,394
3,455,791
33.4%
2020 2,285,889
7,057
123,013
206,991
-
402,492 189,474
19,833
3,234,749
18.9%
(a) Chair effective 1 December 2020.
(b) Karen Gadsby received fees for additional duties performed over and above her duties as a NED.
(c) Chair to 30 November 2020.
(d) Resigned 24 November 2019. Salary consisted of termination payment ($245,966) and NED fees ($107,420).
(e) Appointed CEO and Joint Group Company Secretary, Joyce Corporation Ltd effective 1 December 2020.
Appointed CFO and Joint Group Company Secretary, Joyce Corporation Ltd effective 1 April 2021.
(f)
(g)
Interest in Lloyds Online Auction Pty Ltd disposed effective 17 June 2020.
(h) Contract ended effective 7 August 2020. Other payments consisted of payment in lieu of notice ($11,538) and unused annul leave ($12,091).
(i) CEO, Joyce Corporation Ltd from 31 March 2020 to 30 November 2020; Group Company Secretary, Joyce Corporation Ltd to 1 April
2021. Other payments consisted of $100,000 paid on conclusion of modified contract and unused annual leave ($61,646).
Page 24 of 97
23
ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
STI - Cash Bonus
The details of the STI variable component of KMP remuneration paid during the current and prior
financial year is set out below.
100%
level
STI
% financial
conditions
% non-
financial
conditions
STI
financial
condition
STI non-
financial
condition
Note
Year
% of the
financial
condition
achieved
% of the
non-
financial
condition
achieved
STI
payable
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
140,274
98,084
110,959
77,518
111,000
72,280
-
47,620
-
-
-
120,000
362,233
415,502
362,233
415,502
(a)
(a)
(a)
(a)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
92.84%
100.00%
92.83%
100.00%
66.67%
76.00%
-
100.00%
-
-
-
0%
7.16%
0%
7.17%
0%
33.33%
24.00%
-
0%
-
-
-
100.00%
130,235
98,084
103,007
77,518
74,000
54,933
-
47,620
-
-
-
-
307,242
278,155
307,242
278,155
10,039
-
7,952
-
37,000
17,347
-
-
-
-
-
120,000
54,991
137,347
54,991
137,347
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
100.00%
-
-
-
0%
100.00%
0%
100.00%
0%
20.00%
25.00%
-
0%
-
-
-
100.00%
140,274
98,084
110,959
77,518
81,400
59,270
-
47,620
-
-
-
120,000
332,633
402,492
332.633
402,492
Name
Non-executive
Directors
Jeremy Kirkwood
Karen Gadsby
Daniel Smetana
Michael Gurry
Timothy Hantke
Travis McKenzie
Anthony Mankarios
Other Key
Management
Personnel
Daniel Madden
Tim Allison
John Bourke
Chris Palin
Gavin Culmsee
Lee Hames
Derek Fowler
Keith Smith
Totals
(a) KMP cash bonus STI’s are payable at the discretion of the directors and are based on key performance criteria, which
require performance to meet or exceed predetermined targets. Key performance criteria include both financial and
non-financial criteria.
24
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
D. SHARE-BASED COMPENSATION
Performance rights granted as compensation under the JRP
Recognition and measurement
The agreements in place can only be equity-settled and are accounted for accordingly. The cost of
equity-settled transactions with employees is measured using their fair value at the date which they
were granted. In determining the fair value, where non-market based conditions are attached, no
account is taken of any performance conditions.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity,
over the period in which any performance conditions are met, ending on the date on which the
employee becomes fully entitled to the award (vesting date). The cumulative expense recognised for
these transactions at each reporting date reflects the extent to which the vesting period has expired
and the proportion of the awards that are expected to ultimately vest.
No expense is recognised for awards that do not ultimately vest due to a performance condition not
being met.
On conversion the performance rights convert to one ordinary share.
Terms and conditions
During the current financial year, 127,002 ‘FY21 performance rights’ were issued to Daniel Madden,
208,448 to John Bourke, 164,879 to Chris Palin and 140,484 issued to Gavin Culmsee. In addition
and in recognition of past performance, 141,677 ‘FY20 performance rights’ were issued to John Bourke
and 112,065 to Chris Palin. These are subject to continued employment and meeting pre-determined
performance criteria.
During the prior financial year, 137,032 ‘FY20 performance rights’ were issued to Keith Smith and
76,387 issued to Gavin Culmsee. Rights are subject to continued employment and meeting pre-
determined performance criteria.
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25
ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
Reconciliation of performance rights
The reconciliation of the performance rights is set out below.
Year
Granted
Balance
at start
of year
Granted
during
year
Vested
Forfeited
Other
Number
-
Number
127,002
Number
-
Number
-
Number
Daniel Madden
FY21
John Bourke
John Bourke
Chris Palin
Chris Palin
Gavin Culmsee
FY21
FY20(b)
FY21
FY20(b)
FY21
-
-
-
-
-
208,448
141,677
164,879
112,065
140,484
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Gavin Culmsee
FY20
Keith Smith
FY20
76,387
137,032
-
(137,032)(a)
213,419
894,555
(137,032)
970,942
1,411
Balance
at end of
year
Maximum
value yet
to vest
Number
127,002
208,448
141,677
164,879
112,065
140,484
76,387
-
$000
185
464
126
367
100
130
39
-
-
-
-
-
-
-
(a) Keith Smith share-based payment
In the contractual arrangements finalised and signed on 9 October 2020 it was agreed to issue Joyce Corporation
Ordinary Shares to Keith Smith in lieu of his performance rights upon his departure from the Company.
(b) As the granting of the ‘FY20 performance rights’ to the KWB KMP’s was in recognition of past performance,
the share-based payment expense relating to these rights for the previous financial year was fully expensed in
the current year.
Details of performance rights
Details of the performance rights on issue as at 30 June 2021 are summarised below.
FY20 Rights
Beneficiary
John Bourke
Chris Palin
Gavin Culmsee
Number of Rights Granted
Fair Value per right (JYC
share price on grant date)
Total fair value
Commencement date
Expected vesting date
Vesting conditions
No. of rights expected to vest
141,677
$2.67
112,065
$2.67
76,387
$1.55
$378,278
1 July 2019(b)
30 June 2022 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
141,677
$299,214
1 July 2019(b)
30 June 2022 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
112,065
$118,400
1 July 2019
30 June 2022 (3
years)
Profit metric of
Bedshed EBIT
cumulative over 3
years(a)
76,387
(a) The expense recognised in respect of the performance rights is based on the Board’s assessment of the
probability that certain milestone earnings will be achieved, measured cumulatively over the three-year period
commencing 1 July 2020 and ending 30 June 2022. There are three milestones: “threshold”; “target”; and “stretch
and above”. Meeting these milestones results in, respectively, 25%, an additional 25%, and the final 50% of the
rights vesting into ordinary shares.
(b) As the granting of the ‘FY20 performance rights’ to the KWB KMP’s was in recognition of past performance,
the share-based payment expense relating to these rights for the previous financial year was fully expensed in
the current year. The formal grant date of the FY20 Rights to John Bourke and Chris Palin was determined post
year end and under the requirements of the Australian Accounting Standards, the associated accounting expense
is based on the underlying share price at formal grant date.
26
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
FY21 Rights
Beneficiary
Daniel Madden
John Bourke
Chris Palin
Gavin Culmsee
Number of Rights Granted
Fair Value per right (JYC
share price on grant date)
Total fair value
Commencement date
Expected vesting date
Vesting conditions
No. of rights expected to vest
127,002
$1.64
208,448
$2.67(c)
164,879
$2.67(c)
140,484
$1.11
$208,283
1 December 2020(b)
30 June 2023 (3
years)
Profit metric of
Group NPAT
cumulative over 3
years(a)
63,501 - 127,002
$556,556
$440,227
$155,937
1 July 2020
30 June 2023 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
104,224 - 208,448
1 July 2020
30 June 2023 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
82,440 - 164,879
1 July 2020
30 June 2023 (3
years)
Profit metric of
Bedshed EBIT
cumulative over 3
years(a)
70,242 - 140,484
(a) The expense recognised in respect of the performance rights is based on the Board’s assessment of the
probability that certain milestone earnings will be achieved, measured cumulatively over the three-year period
commencing 1 July 2021 and ending 30 June 2023. There are three milestones: “threshold”; “target”; and
“stretch and above”. Meeting these milestones results in, respectively, 25%, an additional 25%, and the final
50% of the rights vesting into ordinary shares.
(b) Daniel Madden’s contract of employment commenced on 1 December 2020 and as a result for the year
30 June 2021 only a prorated expense was recognised.
(c) The formal grant date of the ‘FY21 performance rights’ to John Bourke and Chris Palin was determined post
year end and under the requirements of the Australian Accounting Standards, the associated accounting expense
is based on the underlying share price at formal grant date.
Option and holding rights granted as compensation
During the financial year, no options were granted or vested as equity compensation benefits to any
Director or Executive of the Consolidated Entity (2020: nil).
Option holdings
During the financial year, there were no options on issue to any Director or Executive of the
Consolidated Entity (2020: nil).
Partly paid ordinary shares as compensation
There were no partly paid ordinary shares held or granted during the financial year as compensation
(2020: nil).
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27
ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
Share holdings
The number of shares in the Company held during the financial year by each Director and KMP of the
Consolidated Entity, including their personally related parties, are set out below.
Balance 1
July 2020
Granted as
remuneration
On
exercise
of options
Jeremy Kirkwood
-
Karen Gadsby
20,000
Daniel Smetana
11,062,440
Michael Gurry
Timothy Hantke
Travis McKenzie
Daniel Madden
Tim Allison
John Bourke
Chris Palin
56,878
20,000
15,086
-
-
65,359
-
Gavin Culmsee
20,000
Derek Fowler
Keith Smith(a)
-
62,500
TOTAL
11,322,263
-
-
-
-
-
-
-
-
-
-
-
-
63,731
63,731
-
-
-
-
-
-
-
-
-
-
-
-
-
-
On-market
purchases
Other net
change
Balance 30
June 2021
132,978
67,500
-
-
132,978
87,500
-
109,139
11,171,579
83,715
-
-
-
-
100,000
-
20,000
-
-
-
-
-
-
-
-
-
-
-
(126,231)
140,593
20,000
15,086
-
-
165,359
-
40,000
-
-
404,193
(17,092)
11,773,095
(a) Keith Smith resigned on 30 November 2020 and ceased to be a KMP at that date.
E. LINK BETWEEN REMUNERATION POLICY AND COMPANY PERFORMANCE
The Consolidated Entity provided executives with variable remuneration in the form of short-term and
long-term incentives as described in Part A of the Remuneration Report. These incentives are payable
upon the achievement of certain goals covering both financial and non-financial, corporate and
individual measures of performance. Included in the measures are contributions to profit, cash targets
and departmental functional KPI's.
The following table shows the revenue, profit and dividends for the last five years for the Consolidated
Entity, as well as the share price at the end of the respective financial year. The dividend includes
ordinary and special dividends paid or payable in respect of each financial year.
FY21
$000
FY20
$000
FY19
$000
FY18
$000
FY17
$000
Revenue from continuing operations (a)
111,224
85,757
84,205
78,093
64,726
Profit from continuing operations after tax (a)
12,995
2,674
6,385
6,204
3,794
Share price at year-end $
Dividends (cents)
2.65
17.0
1.10
10.0
1.53
12.7
1.42
11.0
1.60
11.5
(a) Revenue and profit exclude discontinued operations.
28
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Remuneration REPORT – audited
YEAR ENDED
30 JUNE 2021
REMUNERATION REPORT – AUDITED
F. VOTING AT THE 2020 ANNUAL GENERAL MEETING (AGM)
At the 2020 Annual General Meeting (“AGM”), the majority of shareholders votes cast, 62.53%, were
in favour of adopting the 2020 Remuneration Report – Audited (“Remuneration Report”). However,
37.47% of the votes cast were against the Remuneration Report, constituting a “second strike” under
the Corporations Act 2001 (Cth) (“Corporations Act”). The subsequent board spill resolution required
to be held under the Corporations Act was not carried.
Shareholders should note that the 2021 Remuneration Report requires a 75% majority vote at the
FY2021 AGM, otherwise the Company will receive a “first strike”.
As with previous years, during FY2021, the Remuneration Committee and the Board considered the
views of shareholders and continues to assess the appropriateness of the Company’s remuneration
policies and competitiveness to ensure it aligns with the Company’s performance against key business
goals and objectives. While no changes have been made to the remuneration policy for the Board
during FY2021, the Board is committed to ensuring there is continued demonstrable alignment
between performance and compensation for key management personnel.
G. INDEPENDENT SALARY AND INCENTIVE REVIEW
There was independent advice sought in November 2020 with respect to the CEO’s LTI. The review
was undertaken by independent professional firm, Godfrey Remuneration Group in conjunction with
the review of NED fees referred to in part A above.
H. LOANS OR OTHER TRANSACTIONS WITH DIRECTORS AND KMP
There are no loans outstanding with any Director as at 30 June 2021 (2020: $nil).
During the financial year, the entities of the Consolidated Entity entered into the following transactions
with related parties:
Related Party
Type of transaction
Received dividend payments totalling
Key Management Personnel
$1,974,236, with $8,628 reinvested under the
Company’s DRP.
Other than the items disclosed above, there are no other material transactions with KMP not in the
ordinary course of business.
END OF AUDITED REMUNERATION REPORT.
Page
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29
ANNUAL REPORT 2021JOYCE CORPORATION LTD
DIRECTORS’ REPORT – cont.
YEAR ENDED
30 JUNE 2021
DIRECTORS’ REPORT CONT.
INSURANCE OF OFFICERS
During the financial year, Joyce Corporation Ltd paid a premium to insure the Directors, Secretaries
and KMP of the Consolidated Entity. A clause in the relevant insurance policy prevents the disclosure
of the amount of the premium.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings
that may be brought against the officers of the Consolidated Entity and any other payments arising
from liabilities incurred by the officers in connection with such proceedings. This does not include such
liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use
by the officers of their position or of information to gain advantage for themselves or someone else or
to cause detriment to the Company or more broadly to the Consolidated Entity. It is not possible to
apportion the premium between amounts relating to the insurance against legal costs and those
relating to other liabilities.
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 taking responsibility on behalf of the Company for all or part of those proceedings.
PERFORMANCE IN RELATION TO ENVIRONMENTAL REGULATION
Joyce Corporation Ltd is party to licenses issued by the Environmental Protection Authority as per
NGER Act 2007 and various other authorities throughout Australia. These licenses regulate the
management of air and water quality, the storage and carriage of hazardous materials and disposal of
wastes associated with the Consolidated Entity’s properties. There have been no new or material
known breaches associated with the Consolidated Entity’s license conditions.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the
financial year by the auditor are outlined in Note 29.
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 $36,000 of non-audit services provided by BDO during the
year (as disclosed in Note 29) 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.
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 page 32.
30
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
DIRECTORS’ REPORT – cont.
YEAR ENDED
30 JUNE 2021
DIRECTORS’ REPORT CONT.
ROUNDING OF AMOUNTS
The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding
off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off
in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest
dollar.
Signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the
Corporations Act 2001.
J Kirkwood
Chair
Perth, 31 August 2021
Page
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31
ANNUAL REPORT 2021JOYCE CORPORATION LTD
auditor’s independence declaration
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
YEAR ENDED
30 JUNE 2021
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY NEIL SMITH TO THE DIRECTORS OF JOYCE CORPORATION LTD
DECLARATION OF INDEPENDENCE BY NEIL SMITH TO THE DIRECTORS OF JOYCE CORPORATION LTD
As lead auditor of Joyce Corporation Ltd for the year ended 30 June 2021, I declare that, to the best of
my knowledge and belief, there have been:
As lead auditor of Joyce Corporation Ltd for the year ended 30 June 2021, I declare that, to the best of
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
my knowledge and belief, there have been:
relation to the audit; and
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
2. No contraventions of any applicable code of professional conduct in relation to the audit.
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Joyce Corporation Ltd and the entities it controlled during the period.
This declaration is in respect of Joyce Corporation Ltd and the entities it controlled during the period.
Neil Smith
Director
Neil Smith
Director
BDO Audit (WA) Pty Ltd
Perth, 31 August 2021
BDO Audit (WA) Pty Ltd
Perth, 31 August 2021
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
32
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
ANNUAL REPORT 2021JOYCE CORPORATION LTD
corporate governance statement
YEAR ENDED
30 JUNE 2021
CORPORATE GOVERNANCE STATEMENT
Joyce Corporation Ltd (“the Company”) and the Board are committed to achieving and demonstrating
a high standard of corporate governance. The Company has reviewed its corporate governance
practices against the Corporate Governance Principles and Recommendations (4th edition) published
by the ASX Corporate Governance Council.
The 2021 Corporate Governance Statement reflects the corporate governance practices in place
throughout the financial year. The Company’s current Corporate Governance Statement can be
viewed at www.joycecorp.com.au.
Page
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33
ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
Joyce Corporation Ltd
AND CONTROLLED ENTITIES
ABN: 80 009 116 269
Annual Financial Report
For the Year Ended 30 June 2021
34
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2021
Consolidated
2021
$000
2020
$000
Note
Continuing operations
Revenue
Cost of sales
Gross profit
Other revenue
Variable costs
Contribution margin
Expenses from continuing operations
Employment expenses
Occupancy expenses
Marketing expenses
Administration expenses
Profit before depreciation, impairment, interest, tax
Depreciation and amortisation
Profit before impairment, interest, tax
Impairment of non-financial assets
Profit before interest, tax
Net interest
Profit before tax
Income tax expense
Profit for the year from continuing operations
Profit / (loss) for the year from discontinued operations
Profit for the year
Profit is attributable to:
Continuing operations:
Ordinary equity holders of the company
Non-controlling interests
Discontinued operations:
Ordinary equity holders of the company
Non-controlling interests
22
22
22
22
22
22
22
22
22
23
26
111,224
(52,417)
58,807
4,385
(8,030)
55,162
(22,031)
(1,238)
(2,694)
(4,907)
24,292
(4,663)
19,629
-
19,629
(521)
19,108
(6,113)
12,995
85,757
(40,720)
45,037
3,938
(4,838)
44,137
(19,828)
(1,444)
(2,654)
(3,608)
16,603
(4,606)
11,997
(5,526)
6,471
(699)
5,772
(3,098)
2,674
-
(2,319)
12,995
355
7,574
5,421
12,995
-
-
-
(1,107)
3,781
2,674
(1,655)
(664)
(2,319)
The consolidated statement of profit or loss should be read in conjunction with the accompanying
notes.
35
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
FOR THE YEAR ENDED 30 JUNE 2021
Earnings / (loss) per share (cents per share) for
profit / (loss) attributable to ordinary equity holders
of the Company:
Basic earnings / (loss) per share:
Earnings / (loss) from continuing operations
Earnings / (loss) from discontinued operations
Diluted earnings / (loss) per share:
Earnings / (loss) from continuing operations
Earnings / (loss) from discontinued operations
Basic earnings / (loss) per share excluding impairment expense
amount:
Earnings from continuing operations
Earnings / (loss) from discontinued operations
Note
19
19
19
Consolidated
2021
cents
2020
cents
26.92
-
26.92
26.92
-
26.92
26.92
-
26.92
(3.95)
(5.90)
(9.85)
(3.95)
(5.90)
(9.85)
15.76
(5.90)
9.86
The consolidated statement of profit or loss should be read in conjunction with the accompanying
notes.
36
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
Profit for the year
Other comprehensive income
Items that will not be reclassified to profit or loss
Other comprehensive income for the year, net of tax
Note
Consolidated
2021
$000
12,995
-
-
2020
$000
355
-
-
Total comprehensive income for the year
12,995
355
Total comprehensive income for the year arises from:
Continuing operations
Discontinued operations
Total comprehensive income for the year
Total comprehensive income for the year attributable to:
Continuing operations:
Ordinary equity holders of the company
Non-controlling interests
Discontinued operations:
Ordinary equity holders of the company
Non-controlling interests
26
12,995
-
12,995
2,674
(2,319)
355
7,574
5,421
12,995
-
-
-
(1,107)
3,781
2,674
(1,655)
(664)
(2,319)
The consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
37
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
ASSETS
Current assets
Cash and cash equivalents
Trade receivables
Inventories
Other receivables and prepayments
Other financial assets
Total current assets
Non-current assets
Other receivables and prepayments
Deferred tax assets
Right-of-use assets
Property, plant and equipment
Investment property
Intangible assets
Total non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Dividend payable
Provisions
Loans and borrowings
Lease liabilities
Provision for income tax
Total current liabilities
Non-current liabilities
Loans and borrowings
Lease liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserve
Retained earnings / (accumulated losses)
Parent entity interest
Non-controlling interest
TOTAL EQUITY
Note
9
10
11
12
13
12
23
24
14
15
5
16
21
17
6
24
23
6
24
23
17
18
20
27
Consolidated
2021
$000
19,881
591
3,225
464
582
24,743
114
6,005
12,454
8,892
9,623
7,450
44,538
2020
$000
10,643
886
2,974
4,168
179
18,850
157
5,564
10,195
8,807
9,623
7,510
41,856
69,281
60,706
19,747
-
2,410
-
3,974
1,710
27,841
-
9,788
4,364
649
14,801
12,774
1,405
1,575
521
3,370
484
20,129
5,230
8,587
3,851
1,256
18,924
42,642
39,053
26,639
21,653
18,397
742
3,893
23,032
3,607
26,639
18,280
20
(305)
17,995
3,658
21,653
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
38
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
Consolidated
Cash flows from / (used in) operating activities
Receipts from customers
Payments to suppliers and employees
Income tax paid
Interest received / (paid)
Net cash flows from operating activities
Cash flows from / (used in) investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from sale of discontinued operations
Proceeds from sale of property, plant and equipment
Net cash flows from investing activities
Cash flows from / (used in) financing activities
Dividends paid
Dividends paid to non-controlling interests
Payment of lease liabilities
Repayment of borrowings
Proceeds from borrowings
Net cash flows (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Reconciliation of cash
Cash at bank and in hand
Note
30
26
27
24
6
9
9
2021
$000
115,904
(83,931)
(4,815)
8
27,166
(1,394)
-
3,300
111
2,017
(4,760)
(5,472)
(3,963)
(5,750)
-
(19,945)
9,238
10,643
19,881
2020
$000
91,117
(74,119)
(3,535)
(106)
13,357
(645)
(180)
1,957
67
1,199
(1,398)
(1,465)
(3,711)
(16,498)
12,300
(10,772)
3,784
6,859
10,643
19,881
19,881
10,643
10,643
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
39
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
Contributed
Equity
Reserves
Balance at 1 July 2019
Total comprehensive
income / (loss) for the year:
Loss attributable to members
of the parent entity
Profit attributable to non-
controlling interests
Total comprehensive
income / (loss) for the year
Transactions with owners in
their capacity as owners:
Carrying value of non-
controlling interests disposed
Shares issued
Share-based payments
Dividends paid or provided for
Balance at 30 June 2020
Note
$000
18,090
-
-
-
-
190
-
-
18,280
26
18
20
21
$000
-
-
-
-
-
-
20
-
20
Retained
Earnings /
(Losses)
Non-
Controlling
Interest
$000
5,258
$000
2,868
Total
Equity
$000
26,216
(2,762)
-
(2,762)
-
3,117
3,117
(2,762)
3,117
355
-
(862)
(862)
-
-
(2,801)
(305)
-
-
(1,465)
3,658
Contributed
Equity
Reserves
Retained
Earnings /
(Losses)
Non-
Controlling
Interest
Note
$000
18,280
$000
20
$000
(305)
$000
3,658
-
-
-
-
-
-
7,574
-
7,574
-
5,421
5,421
7,574
5,421
12,995
Balance at 1 July 2020
Total comprehensive
income / (loss) for the year:
Profit attributable to members
of the parent entity
Profit attributable to non-
controlling interests
Total comprehensive
income / (loss) for the year
190
20
(4,266)
21,653
Total
Equity
$000
21,653
Transactions with owners in
their capacity as owners:
Shares issued
Share-based payments
Dividends paid or provided for
Balance at 30 June 2021
18
20
21
117
-
-
18,397
-
722
-
742
-
-
(3,376)
3,893
-
-
(5,472)
3,607
117
722
(8,848)
26,639
The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
40
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
The consolidated financial statements of Joyce Corporation Ltd (“the Company”) for the financial year
ended 30 June 2021 were authorised for issue in accordance with a resolution of the Directors of the
Company dated 31 August 2021. Joyce Corporation Ltd is a company incorporated in Australia and
limited by shares which are publicly traded on the Australian Securities Exchange. The Company is a
for-profit entity for the purpose of this financial report.
The nature of the operations and principal activities of the Company and its controlled entities are
described in the Directors’ Report.
The consolidated financial statements comprise the financial statements of Joyce Corporation Ltd and
its controlled subsidiaries (“the Consolidated Entity”).
Critical Accounting Estimates and Judgements: COVID-19 pandemic
Judgement has been exercised in considering the impacts the COVID-19 pandemic has had, or may
have, on the Consolidated Entity based on known information. This consideration extends to the nature
of the products and services offered, customers, supply chain, staffing and geographic regions in which
the Consolidated Entity operates. There does not currently appear to be either any significant impact
upon the financial statements or any significant uncertainties with respect to events or conditions which
may impact the Consolidated Entity unfavourably at the reporting date.
Significant Accounting Policy: Basis of preparation
These general-purpose financial statements for the financial year ended 30 June 2021 have been
prepared in accordance with requirements of the Corporations Act 2001 and Australian Accounting
Standards.
Compliance with Australian Accounting Standards ensures that the financial statements and notes
also comply with International Financial Reporting Standards.
Historical cost convention
These financial statements have been prepared under the historical cost convention, except for the
investment property and certain other financial instruments which are measured at fair value.
Significant Accounting Policy: Principles of consolidation
The Company controls an entity when the Company is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power to direct
the activities of the entity. All controlled entities have a 30 June financial year end. The existence and
effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Consolidated Entity controls another entity.
Refer to Note 27 in relation to the list of controlled entities.
Consolidated financial statements are the financial statements of the Consolidated Entity presented
as those of a single economic entity. The consolidated financial statements are prepared using uniform
accounting policies for like transactions and other events in similar circumstances.
All significant intra-group balances and transactions, including income, expenses and dividends, are
eliminated in full on consolidation.
41
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The results of the investees acquired or disposed of during the financial year are accounted for from
the respective dates of acquisition or up to the dates of disposal. On disposal, the attributable amount
of goodwill, if any, is included in the determination of the gain or loss on disposal.
Non-controlling interests, being that portion of the profit or loss and net assets of subsidiaries
attributable to equity interests held by persons outside the Consolidated Entity, are shown separately
within the Equity section of the consolidated Statement of Financial Position and in the consolidated
Statement of Profit or Loss and Other Comprehensive Income.
Amounts held on trust for the Bedshed ‘Marketing Fund’ and Bedshed ‘Deposit Guarantee’ are not
funds of the Consolidated Entity and have not been consolidated.
Significant Accounting Policy: Comparatives
When required by accounting standards, comparative figures have been adjusted to maintain
consistency with classification and presentation for the current financial year.
Significant Accounting Policy: Rounding of amounts
The Company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding
off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off
in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest
dollar.
Significant Accounting Policy: Functional and presentation currency
Items included in the financial statements of each of the Consolidated Entity’s entities are measured
using the currency of the primary economic environment in which the entity operation (‘the functional
currency’). The consolidated financial statements are presented in Australian dollar ($), which is the
Company’s functional and presentation currency.
2. SIGNIFICANT AFTER REPORTING DATE EVENTS
The Directors resolved that a FY21 final dividend of 10 cents per share, fully franked, be paid by Joyce
Corporation Limited on 1 October 2021 to all shareholders registered as at the record date of 14
September 2021.
The full impact of the COVID-19 pandemic continues to evolve at the date of this report. The
Consolidated Entity is actively monitoring the global and national situation and its impact on the
Consolidated Entity’s financial condition, liquidity, operations, suppliers, industry and workforce. Given
the daily evolution of the COVID-19 pandemic and government’s responses to curb its spread, at this
point the Consolidated Entity is not able to estimate the effects of the COVID-19 pandemic on its
results of operations, financial condition, or liquidity for the 2022 financial year.
Other than disclosed above, no event has occurred since the reporting date to the date of this report
that has significantly affected, or may significantly affect the Consolidated Entity’s operations, the
results of those operations, or the Consolidated Entity’s state of affairs.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. FINANCIAL RISK MANAGEMENT
The Consolidated Entity's operations expose it to a variety of financial risks: market risk (including
currency risk and interest rate risk), credit risk and liquidity risk. The Consolidated Entity's overall risk
management program seeks to minimise potential adverse effects on the financial performance of the
Consolidated Entity.
The Consolidated Entity holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade receivables
Other receivables
Other financial assets
Financial liabilities
Trade and other payables
Loans and borrowings
Dividend payable
Lease liabilities
Market risk
Note
9
10
12
13
16
6
21
24
2021
$000
19,881
591
130
582
21,184
19,747
-
-
13,762
33,509
2020
$000
10,643
886
3,240
179
14,948
12,774
5,751
1,405
11,957
31,887
(i) Foreign exchange risk
The Consolidated Entity’s exposure to foreign currency risk is not material and is largely limited to
purchases of inventory within the company-owned Bedshed stores.
(ii) Cash flow interest rate risks
The Consolidated Entity's main interest rate risk arises from its borrowings activities. Borrowings
issued at variable rates expose the Consolidated Entity to cash flow interest rate risk. The
Consolidated Entity’s polices seek to manage both interest rate and liquidity risks (see below), by
assessment of expectations about interest rates in the medium term and the Consolidated Entity’s
need for flexibility to minimise the Consolidated Entity’s interest expense.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at the reporting date, the Consolidated Entity had the following variable and fixed rate financial
instruments:
Financial assets
Cash and cash equivalents
Financial liabilities
CBA market rate loan 1
CBA market rate loan 2
2021
Average interest
rate
Fixed
Variable
Average interest
rate
Fixed
$000 Variable
2020
$000
0.01%
- 19,881
0.01%
- 10,643
2.25%
2.25%
-
-
-
3.12%
3.08%
-
-
-
-
-
4,751
1,000
5,751
An analysis by maturities is provided in (b) below.
The Consolidated Entity analyses its interest rate exposure on a dynamic basis. Various scenarios are
modelled taking into consideration refinancing, renewal of existing positions and alternative financing.
Based on the various scenarios, the Consolidated Entity manages its cash flow interest rate risk
adopting an appropriate mix of fixed versus variable rate debt and an appropriate mix of debt maturities
to provide it with flexibility to repay debt as quickly as possible whilst having liquidity available to take
advantage of business opportunities as they arise.
(a) Credit risk
Credit risk is limited to high credit quality financial institutions with which deposits are held and high
credit quality wholesale customers with which the Consolidated Entity trades.
Credit risk is managed on a Consolidated Entity basis. Credit risk arises from cash and cash
equivalents, deposits with banks and financial institutions, as well as credit exposures to wholesale
customers, including outstanding receivables and committed transactions. For banks and financial
institutions, only independently rated parties with a minimum rating of 'A' are accepted. If wholesale
customers are independently rated, these ratings are used. Otherwise, if there is no independent
rating, the credit quality of the customer is assessed internally, considering its financial position, past
performance and other factors. Individual risk limits are set based on internal or external ratings in
accordance with limits set internally. The compliance with credit limits by wholesale customers is
regularly monitored by line management.
The maximum exposure to credit risk at the reporting date is the carrying amount of the financial
assets. For wholesale customers without credit rating, the Consolidated Entity generally retains title
over the goods sold until full payment is received. The Consolidated Entity does not hold any credit
derivatives to offset its credit exposure. The Consolidated Entity trades only with recognised,
creditworthy third parties and as such collateral is not requested nor is it the Consolidated Entity's
policy to securitise its trade receivables.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The credit quality of financial assets that are neither past due nor impaired can be assessed by
reference to external credit ratings (if available) or to historical information about counterparty default
rates:
Cash and cash equivalents
Trade receivables
Other receivables
Other financial assets
(b) Liquidity risk
AA-
Non-rated
Non-rated
Non-rated
2021
$000
19,881
591
130
582
21,184
2020
$000
10,643
886
3,240
179
14,948
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the
availability of funding through an adequate amount of committed credit facilities and the ability to close
out market positions. The Consolidated Entity manages liquidity risk by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. Due
to the dynamic nature of its underlying businesses, the Consolidated Entity aims at maintaining
flexibility in funding by keeping committed credit lines available and, where possible, with a variety of
counterparties. Surplus funds are generally invested in term deposits or used to repay debt.
Financing arrangements
Refer to Note 6 in relation to the financing facilities available at reporting date.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Maturities of financial assets and financial liabilities
The tables below present, as at the reporting date, the Consolidated Entity’s financial assets and
liabilities in relevant maturity groupings based on the remaining period to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted cash flows.
Year ended 30 June 2021
Consolidated financial assets
Cash and cash equivalents
Trade receivables
Other receivables
Other financial assets
Consolidated financial liabilities
Trade and other payables
Loans and borrowings
Dividend payable
Lease liabilities
≤ 6 months
$000
6-12
months
$000
1-5
years
$000
> 5
years
$000
Total
$000
19,881
591
16
582
21,070
19,747
-
-
1,985
21,732
-
-
-
-
-
-
-
-
1,989
1,989
-
-
114
-
114
-
-
-
8,884
8,884
-
-
-
-
-
-
-
-
904
904
19,881
591
130
582
21,184
19,747
-
-
13,762
33,509
Net maturity
(662)
(1,989)
(8,770)
(904)
(12,325)
Year ended 30 June 2020
Consolidated financial assets
Cash and cash equivalents
Trade receivables
Other receivables
Other financial assets
Consolidated financial liabilities
Trade and other payables
Loans and borrowings
Dividend payable
Lease liabilities
≤ 6 months
$000
6-12
months
$000
1-5
years
$000
> 5
years
$000
10,643
886
3,083
179
14,791
12,774
521
1,405
1,786
16,486
-
-
-
-
-
-
-
157
-
157
-
-
-
1,584
1,584
-
5,230
-
8,531
13,761
-
-
-
-
-
-
-
-
56
56
Total
$000
10,643
886
3,240
179
14,948
12,774
5,751
1,405
11,957
31,887
Net maturity
(1,695)
(1,584)
(13,604)
(56)
(16,939)
46
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Capital risk management
Management manages the capital of the Consolidated Entity in order to maintain a stable debt to equity
ratio, to provide shareholders with adequate returns and ensure that the Consolidated Entity can fund
its operations and continue as a going concern. The Consolidated Entity’s debt and capital includes
ordinary share capital and financial liabilities, supported by financial assets. The Consolidated Entity
is not subject to any externally imposed capital requirements.
Management manages the Consolidated Entity’s capital by assessing the Consolidated Entity’s
financial risks and adjusting its capital structure in response to changes in these risks. These
responses include the management of debt levels, dividends to shareholders and share issues.
Estimates and judgements are continually re-evaluated in order to contemplate the most up to date
information available to management.
4. SEGMENT INFORMATION
(a) Operating segments
Operating Segments are identified based on internal reports about components of the Consolidated
Entity that are regularly reviewed by the chief operating decision makers (The Board of Directors and
the CEO) in order to allocate resources to the segments and to assess their performance.
The operating businesses are organised and managed separately according to the nature of the
products and services provided, with each segment representing a strategic business unit that offers
different products and serves different markets.
The Consolidated Entity has the following operating segments:
- Operation of retail kitchen and wardrobe showrooms;
- Bedshed retail bedding franchise operation; and
- Company-owned retail bedding stores.
Transfer prices between operating segments are set on an arms-length basis and in a manner
consistent with transactions with third parties.
Previous operations of valuation, online and physical auction sites were divested on 17 June 2020 and
are reported under Discontinued Operations.
(b) Geographic segments
The Consolidated Entity operates in one principal geographical area namely that of Australia (country
of domicile). Each Segment is managed on a national basis and management consider that geographic
areas are not a consideration in Segment performance.
(c) Information about major customers
No single customer of the Consolidated Entity generated more than 10% of the Consolidated Entity’s
revenue during the year ended 30 June 2021 (2020: none).
In the retail operations of the Consolidated Entity, namely KWB and Bedshed company-owned Stores,
no single customer represents a material amount of revenue.
47
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table presents revenue and profit information and certain asset and liability information
regarding operating segments for the year ended 30 June 2021.
Continuing operations
Continuing
operations
Revenue
Revenue
Inter-segment sales
Total segment revenue
Timing of revenue recognition:
At a point in time
Over time
Unallocated revenue
Total consolidated revenue
Result
Segment result
Unallocated expenses net of unallocated
income
Income tax expense
Net consolidated profit/(loss) for the year
Assets and liabilities
as at 30 June 2021
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Other segment information for
the year ended 30 June 2021
Capital expenditure on PPE and
intangibles
Depreciation and amortisation
Retail
Kitchen
Showrooms
$000
Bedshed
Franchise
Retail Bedding
Stores
$000
$000
89,693
-
89,693
89,693
-
89,693
4,834
-
4,834
-
4,834
4,834
16,697
-
16,697
16,697
-
16,697
16,320
2,629
3,257
41,549
8,540
12,308
32,550
2,205
6,556
Total
$000
111,224
-
111,224
106,390
4,834
111,224
-
111,224
22,206
(3,098)
(6,113)
12,995
62,397
6,884
69,281
41,311
1,331
42,642
1,346
3,450
25
82
9
1,043
1,380
4,575
48
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table presents revenue and profit information and certain asset and liability information
regarding operating segments for the year ended 30 June 2020.
Continuing operations
Continuing
operations
Discontinued
operations
Retail Kitchen
Showrooms
Bedshed
Franchise
$000
$000
Retail
Bedding
Stores
$000
67,498
3,996
14,263
-
-
-
Revenue
Revenue
Inter-segment sales
Total segment revenue
67,498
3,996
14,263
67,498
-
67,498
-
14,263
3,996
3,996
-
14,263
11,269
1,992
(201)
30,613
8,417
10,148
22,123
2,002
7,703
Timing of revenue
recognition:
At a point in time
Over time
Unallocated revenue
Total consolidated revenue
Result
Segment result
Unallocated expenses net of
unallocated income
Income tax expense
Net consolidated profit/(loss)
for the year
Assets and liabilities
as at 30 June 2020
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Other segment information
for the year ended 30 June
2020
Capital expenditure on PPE
and intangibles
Depreciation and
amortisation
588
191
41
3,201
21
1,285
820
4,507
Total
$000
85,757
-
85,757
81,761
3,996
85,757
-
85,757
13,060
(7,288)
(3,098)
2,674
49,178
11,528
60,706
31,828
7,225
39,053
Total
$000
15,595
-
15,595
15,595
-
15,595
-
15,595
(1,700)
(1,060)
441
(2,319)
-
-
-
-
-
-
-
1,250
49
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5. INTANGIBLE ASSETS
Software development
Goodwill
Total intangible assets
2021
$000
120
7,330
7,450
2020
$000
180
7,330
7,510
Acquired both separately and from a business combination
Intangible assets acquired separately are capitalised at cost. Following initial recognition, the cost
model is applied to each individual class of intangible assets. Where amortisation is charged on assets
with finite lives, this expense is taken to the Consolidated Statement of Profit or Loss through the
‘depreciation and amortisation’ expense line item.
Intangible assets, excluding development costs, created within the business are not capitalised and
expenditure is charged against profits (or losses) in the period in which the expenditure is incurred.
Intangible assets are tested for impairment where an indicator of impairment exists and annually in the
case of intangible assets with indefinite lives, either individually or at the cash generating unit level.
Useful lives are also examined on an annual basis and adjustments, where applicable, are made on
a prospective basis.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Consolidated
Entity’s share of the net identifiable assets of the acquired subsidiary/associate at the date of
acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on
acquisitions of associates is included in investments in associates. Goodwill is not amortised, instead,
it is tested for impairment annually or more frequently if events or changes in circumstances indicate
that it might be impaired and is carried at cost less accumulated impairment losses. Gains and losses
on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units (CGU’s) for impairment testing. CGU’s to which goodwill
is allocated as at 30 June 2021 are as follows:
- KWB Group Pty Ltd cash generating unit; and
- Bedshed Franchising cash generating unit.
50
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Software development
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses
that will contribute to future financial benefits through revenue generation and/or cost reduction are
capitalised to software and systems. Costs capitalised include external direct costs of materials and
service, direct payroll and payroll related costs of employees’ time spent on the project. Amortisation
is calculated on a straight-line basis over periods generally ranging from 3 to 5 years. IT development
costs include only those costs directly attributable to the development phase and are only recognised
following completion of technical feasibility and where the Consolidated Entity has an intention and
ability to use the asset.
Critical Accounting Estimates and Judgements: Capital development investments
Discounted cash flow models are used for business cases. These include assumptions and estimates
of business outcomes and are used for capital investments, such as software. The Consolidated Entity
has made an assessment to amortise software development costs over 5 years.
Impairment of non-financial assets
Goodwill and 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 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. The
recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash inflows which are largely independent of the cash inflows from other assets
or groups of assets (cash generating units). Non-financial assets other than goodwill that have
undergone impairment are reviewed for possible reversal of the impairment at each reporting date.
Critical Accounting Estimates and Judgements: Impairment of non-financial assets
The Consolidated Entity assesses impairment at each reporting date by evaluating conditions specific
to the Consolidated Entity that may lead to impairment of assets. Where an impairment trigger exists,
the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing
recoverable amounts incorporate a number of key estimates and judgements.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
An analysis of intangible assets is presented below.
Goodwill
2021
$000
2020
$000
Software
Development
2021
$000
2020
$000
Consolidated
2021
$000
2020
$000
7,330
15,933
180
2,436
7,510
18,369
Year ended 30 June
Net of accumulated impairment
and amortisation at 1 July
Additions
Impairment
Disposals
Amortisation
Net of accumulated impairment
and amortisation at 30 June
-
-
-
-
-
(4,377)
(4,226)
-
7,330
7,330
At 30 June
Cost (gross carrying amount)
Disposals
Accumulated impairment
Accumulated amortisation
Net carrying amount
11,734
-
(4,404)
-
7,330
17,778
(4,226)
(6,222)
-
7,330
-
-
-
(60)
120
180
-
-
(60)
120
180
-
(2,436)
-
-
-
-
(60)
180
(4,377)
(6,662)
-
180
7,450
7,510
2,616
(2,436)
-
-
180
11,914
-
(4,404)
(60)
7,450
20,394
(6,662)
(6,222)
-
7,510
Goodwill
Goodwill as at 30 June 2021 reflects the interest in the KWB Group, acquired in October 2014 and the
value of the Bedshed Franchising Pty Ltd activities, purchased in 2006.
Software development
Software development as at 30 June 2021 reflects the value of the HarmoniQ point of sale system in
the Bedshed Franchise and Retail Bedding Stores segments.
Impairment
The Consolidated Entity assesses impairment at each reporting date by evaluating conditions specific
to the Consolidated Entity that may lead to impairment of assets. Where an impairment trigger exists,
the recoverable amount of the asset is determined. Impairment of $nil (2020: $4.38 million) has been
recognised in respect of goodwill.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Allocation of goodwill
Goodwill is allocated to cash-generating units which are based on the Consolidated Entity’s operating
segments:
Kitchen Showrooms segment
Bedshed Franchising segment
Total goodwill
Impairment of goodwill
2021
$000
1,023
6,307
7,330
2020
$000
1,023
6,307
7,330
The recoverable amount of each CGU above is determined based on value-in-use calculations. Value-
in-use is calculated based on the present value of cash flow projections over a 5-year period with the
period extending beyond the existing budget for FY22 extrapolated using estimated growth rates. The
cash flows are discounted using risk-adjusted pre-tax discount rate.
The following assumptions were used in the value-in-use calculations:
Kitchen Showrooms segment
Bedshed Franchising segment
Pre–tax
Discount Rate
2021
9.81%
9.81%
Pre–tax
Discount Rate
2020
9.66%
9.66%
Growth
Rate
2021
2.36%
2.36%
Growth
Rate
2020
5.00%
2.00%
The Consolidated Entity’s value-in-use calculations incorporated a terminal value component beyond
the 5-year projection period for all the operating segments.
Impairment of goodwill for the financial year ended 30 June 2021 was $nil (2020: $4.38 million). The
FY20 impairment was due to changes in the estimates of future results and terminal value for the
Bedshed Stores segment and the sale of the majority ownership of Lloyds Online Auctions Pty Ltd.
Impact of possible changes in key assumptions
No reasonably possible changes in the key assumptions above would result in the carrying amount of
the CGUs exceeding their recoverable amounts.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual Financial Report
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. LOANS AND BORROWINGS AND FINANCING FACILITIES AVAILABLE
Current
Bank loans
Non-current
Bank loans
Total loans and borrowings
2021
$000
-
-
-
2020
$000
521
5,230
5,751
Secured liabilities and assets pledged as security
The bank loans are secured by first mortgages over the Consolidation Entity’s freehold land and
buildings, including those classified as investment properties. Lease liabilities are effectively secured
as the rights to the leased assets recognised in the financial statements revert to the lessor in the
event of default. Refer to Note 24 in relation to lease liabilities.
Compliance with loan covenants
The Consolidated Entity has complied with the financial covenants of its borrowing facilities during the
financial year.
Financing facilities available
At reporting date, the following financing facilities had been negotiated and were available:
Total facilities:
CBA market rate loan 1
CBA market rate loan 2
CBA multi option facility
NAB business loan
Total available facilities
Facilities used at reporting date:
CBA market rate loan 1
CBA market rate loan 2
CBA multi option facility
NAB business loan
Total used facilities
Facilities unused at reporting date:
CBA market rate loan 1
CBA market rate loan 2
CBA multi option facility
NAB business loan
Total unused facilities
54
2021
$000
4,551
875
415
4,000
9,841
-
-
-
-
-
4,551
875
415
4,000
9,841
2020
$000
4,751
1,000
415
4,000
10,166
4,751
1,000
-
-
5,751
-
-
415
4,000
4,415
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Key terms of finance facilities
Facility
CBA market rate loan 1
CBA market rate loan 2
CBA multi option facility
NAB business loan
7. CONTINGENT LIABILITIES
Loan term
2 years
2 years
2 years
4 years
Expiry date
27/09/2021
27/09/2021
27/09/2021
31/07/2024
At 30 June 2021, the Consolidated Entity had entered into the following guarantees:
• KWB Group has retail lease bank guarantees held against the equity in the 97 Trade Street,
Lytton property as at 30 June 2021 of $0.96 million (30 June 2020: $0.62 million).
• Bedshed Retail Stores have bank guarantees relating to payment of lease obligations as at
30 June 2021 of $0.37 million (30 June 2020: $0.83 million).
No provision has been made in the financial statements in respect of these contingencies as the
possibility of a probable outflow under these guarantees is considered remote.
The KWB Group also has cash-backed rental deposits supporting showroom leases as at 30 June
2021 of $60,000 (30 June 2020: $98,000).
Significant Accounting Policy: Financial guarantees
Where material, financial guarantees are issued. These require the issuer to make specified payments
to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when
due. The guarantees are recognised as a financial liability at fair value on initial recognition.
The guarantee is subsequently measured at the higher of the amount determined in accordance with
the expected credit loss model under AASB 9 Financial Instruments and the amount initially recognised
less, where appropriate, cumulative amounts recognised in accordance with AASB 15 Revenue from
Contracts with Customers. Where the Consolidated Entity gives guarantees in exchange for a fee,
revenue is recognised under AASB 15.
The fair values of financial guarantee contracts are assessed using a probability weighted discounted
cash flow approach. The probability is based on:
- The likelihood of the guaranteed party defaulting in a given period;
- The proportion of the exposure that is not expected to be recovered due to the guaranteed
party defaulting; and
- The maximum loss exposed if the guaranteed party were to default.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
Fair value hierarchy
The Consolidated Entity uses various methods in estimating the fair value of instruments. The methods
comprise:
Level 1: The fair value is based on quoted market prices (unadjusted) in active markets for identical
assets or liabilities at the end of the reporting period.
Level 2: The fair value is determined using valuation techniques which maximise the use of observable
market data and rely as little as possible on entity-specific estimates. If all significant inputs required
to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the asset is
included in level 3.
The fair value measurement, valuation technique and inputs used in fair valuing the non-financial
instruments are set out as follows:
Class of property
Property and buildings
Office and warehouse,
Osborne Park WA
Investment property
Office and factory, Lytton
QLD
Fair
value
hierarchy
Level 2
Carrying
Value
June 2021
$000
Valuation
technique
Range of
Key un-
observable
inputs
un-
observable
inputs
5,450 Management
valuation
Capitalisation
rate
5.25% -
5.75%
Level 2
9,620 Management
valuation
Capitalisation
rate
6.00% -
7.25%
Significant Accounting Policy: Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and
measurement or for disclosure purposes.
The carrying value less impairment provision of trade receivables and the carrying value payables are
assumed to approximate their fair values due to their short-term nature.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and deposits held at call with financial institutions.
Refer to Note 3 in relation to the management of financial risks of cash. Bank overdrafts are shown
within borrowings in current liabilities on the statement of financial position.
Funds held in Trust
Consolidated cash and cash equivalents balances exclude funds allocated for the specific use of
operating the Approved Purposes activities on behalf of the Company’s Bedshed franchisees.
Approved Purposes cash is included in Other Financial Assets. At 30 June 2021, the total of this
balance was $0.58 million (2020: $0.18 million).
For the purposes of the statement of cash flows, cash and cash equivalents are comprised of the
following:
Cash at bank and on hand
10. TRADE RECEIVABLES
Current
Trade receivables
Allowance for expected credit loss
Total current trade receivables
2021
$000
2020
$000
19,881
10,643
2021
$000
597
(6)
591
2020
$000
892
(6)
886
Trade and other receivables are non-interest bearing. Trade and other receivables are recognised at
amortised cost, less an allowance for expected credit loss. Each operating segment’s policy requires
customers to pay in accordance within agreed payment terms. Depending on the operating segment,
trade receivables are generally due for settlement within 30 days.
At 30 June, the ageing analysis of current trade receivables is as follows:
Within one year
2021
$000
591
2020
$000
886
Other balances within trade and other receivables are neither impaired nor past due. It is expected
that these other balances will be received when due.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Movements in the allowance for expected credit loss for trade and other receivables were as follows:
At 1 July
(Credit) / charge for the year
At 30 June
2021
$000
216
(210)
6
2020
$000
20
196
216
Critical Accounting Estimates and Judgements: Expected credit losses
Debtors in each of the Consolidated Entity segments have been reviewed for the potential of non-
recovery. The review is based on the lifetime expected credit loss, grouped based on days overdue
and makes assumptions to allocate an overall expected credit loss rate. These assumptions include
recent sales experience, historical collection rates, the impact of the COVID-19 pandemic and forward-
looking information that is available. The allowance for expected credit losses is calculated based on
the information available at the time of preparation. The actual credit losses in future years may be
higher or lower.
11. INVENTORIES
Current
Stock on hand at cost
Provision for impairment(a)
2021
$000
3,360
(135)
3,225
2020
$000
3,092
(118)
2,974
(a) Write-downs of inventories to net realisable value recognised as an expense during the financial year
amounted to $17,000 (2020: $20,000).
Significant Accounting Policy: Inventory
Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure
incurred in acquiring the inventories and in bringing them to their existing condition and location.
Costs are assigned to individual items of inventory on a basis of weighted average costs. Costs of
purchased inventory are determined after deducting rebates and discounts. Net realisable value is the
estimated selling price in the ordinary course of business less the estimated costs of completion and
the estimated costs to make the sale.
Critical Accounting Estimates and Judgements: Net realisable value of inventory
In determining the number of write-downs required for inventory, the Consolidated Entity has made
judgements based on the expected net realisable value of that inventory. Historic experience and
current knowledge of the products has been used in determining any write-downs to net realisable
value.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. OTHER RECEIVABLES AND PREPAYMENTS
Current
Debtor – disposal of Lloyds Online Auctions Pty Ltd(a)
Allowance for expected credit loss(b)
Accrued revenue
Prepayments
Other receivables
Total current other assets
Non-current
Other receivables(c)
2021
$000
-
-
104
280
80
464
2020
$000
3,290
(210)
877
208
3
4,168
114
157
(a) Refer to Note 26 in relation to the material terms of the disposal transaction.
(b) This allowance was for the expected credit loss associated with any shortfall on the debtor for the Lloyds
Online Auctions Pty Ltd sale made on 17 June 2020. The assumptions applied to this amount included historical
collection rates, the impact of the COVID-19 pandemic and forward-looking information that is available.
(c) Non-current other receivables are cash-backed rental deposits for the KWB Group.
Significant Accounting Policy: Investments and other financial assets
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They are included in current assets, except for those with maturities
greater than 12 months after the reporting date which are classified as non-current assets.
Subsequent measurement
Loans and receivables and held-to-maturity investments are carried at amortised cost using the
effective interest method.
13. OTHER FINANCIAL ASSETS
Current
Funds held in trust
2021
$000
582
2020
$000
179
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. PROPERTY, PLANT AND EQUIPMENT
Year ended 30 June 2021
At 1 July 2019At 1 July 2018,
At 1 July 2020, net of depreciation
Additions
Impairment
Disposals
Depreciation charge for the year
At 30 June 2021, net of accumulated
depreciation
At 30 June 2021
Cost
Accumulated depreciation
Accumulated impairment
Net carrying amount
Property
and
buildings(a)
$000
5,500
-
-
-
(46)
5,454
Plant and
equipment
Leasehold
improvements
Total
$000
1,886
801
-
(58)
(629)
2,000
$000
$000
1,421
593
-
(36)
(540)
8,807
1,394
-
(94)
(1,215)
1,438
8,892
6,845
(242)
(1,149)
5,454
5,165
(3,165)
-
2,000
4,182 16,192
(6,151)
(1,149)
8,892
(2,744)
-
1,438
(a) Property and buildings – leased includes an office/warehouse property which is owned by the Company and
is partially leased to unrelated third parties.
Year ended 30 June 2020
At 1 July 2019At 1 July 2018,
At 1 July 2019, net of depreciation
(restated)
Additions
Impairment
Disposals
Depreciation charge for the year
At 30 June 2020, net of accumulated
depreciation
At 30 June 2020
Cost
Accumulated depreciation
Accumulated impairment
Net carrying amount
Property and
buildings(a)
Plant and
equipment
Leasehold
improvements
Total
$000
$000
$000
$000
6,709
-
(1,149)
-
(60)
5,500
6,845
(196)
(1,149)
5,500
2,557
337
-
(336)
(672)
1,886
4,269
(2,383)
-
1,886
2,235
11,501
308
-
(507)
(615)
645
(1,149)
(843)
(1,347)
1,421
8,807
3,777
(2,356)
-
1,421
14,891
(4,935)
(1,149)
8,807
(a) Property and buildings – leased includes property which is owned by the Company and is leased to unrelated
third parties.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Significant Accounting Policy: Property, plant and equipment
Land and buildings are shown at carrying value, based on periodic valuations completed by external,
professionally qualified valuers, less depreciation for buildings. Any accumulated depreciation at the
date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is
restated to the revalued amount of the asset. All other property, plant and equipment are stated at
historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Consolidated Entity and the cost of the item can be measured reliably. The carrying amount of the
replaced part is derecognised. All other repairs and maintenance are charged to the Consolidated
Statement of Profit or Loss and Other Comprehensive Income during the reporting period in which
they are incurred.
Refer to Note 8 in relation to the fair value measurement and valuation technique used.
Depreciation is calculated over the estimated useful life of the asset as follows:
-
-
-
-
Plant and equipment – 1 to 20 years;
Leasehold improvements – 3 to 15 years or shorter of lease term;
Buildings – 30 to 50 years; and
Motor Vehicles – 3 to 6 years.
The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each reporting
date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are
determined by comparing proceeds with the carrying amount. These are included in the Consolidated
Statement of Profit or Loss. On the sale of revalued assets, the profit element of the revalued amount
is taken through the Consolidated Statement of Profit or Loss.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. INVESTMENT PROPERTY
Balance at 30 June
Fair value measurement
2021
$000
9,623
2020
$000
9,623
For the financial year ended 30 June 2021, the annual review was performed by management.
Refer to Note 8 in relation to the fair value measurement and valuation technique used.
Critical Accounting Estimates and Judgements: Treatment of investment property in Lytton,
QLD
In accordance with AASB 140 Investment Property, the KWB Group property located at 97 Trade
Street, Lytton, QLD is classified as an investment property as the significant portion is under an
operating lease to an external third-party manufacturer earning rental income.
Critical Accounting Estimates and Judgements: Revaluation of investment property
The investment property is subject to an annual review in comparison to fair market value. The review
is completed by either an independent expert or based on management’s valuation. The independent
valuation is performed by an external, professionally qualified valuer who holds a recognised relevant
professional qualification and has specialised expertise in the property being valued. For the year
ended 30 June 2021, a management valuation was performed.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. TRADE AND OTHER PAYABLES
These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to
the reporting date which are unpaid. The amounts are unsecured and are usually paid within 45 days
of recognition. Due to their short-term nature, the carrying amounts of trade and other payables are
considered to be the same as their fair values.
Unsecured liabilities
Trade payables
Sundry creditors
Contract liabilities(a)
Accruals and other payables
2021
$000
4,318
44
10,996
4,389
19,747
2020
$000
2,227
35
7,980
2,532
12,774
(a) These are deposits from customers for goods and services to be provided by the Consolidated Entity after
reporting date.
17. PROVISIONS
Provisions are comprised of the following:
Current
Make good provision
Employee benefits
Non-current
Make good provision
Employee benefits
Movement in provisions
2021
$000
-
2,410
2,410
349
300
649
The movement in provisions during the financial year is set out in the table below.
Opening balance at 1 July 2020
Additional / (amount released)
Closing balance at 30 June 2021
Employee
Benefits
Make good
provision
$000
2,483
227
2,710
$000
348
1
349
2020
$000
60
1,515
1,575
288
968
1,256
Total
$000
2,831
228
3,059
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Make good provision
The provision relates to assets used in KWB’s retail kitchen and wardrobe showrooms and is reduced
in value over five years and at the time of sale.
Provision for employee benefits
Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be
settled within 12 months of the reporting date are recognised in the provision for employee benefits in
respect of employees’ services up to the reporting date and are measured at the amounts expected
to be paid when the liabilities are settled.
Long service leave
The liability for long service leave is recognised in the provision for employee benefits at a value that
considers employees’ services up to the reporting date and is measured at the amounts expected to
be paid when the liabilities are settled.
Significant Accounting Policy: Provisions
Provisions for legal claims, service warranties and make good obligations are recognised when the
Consolidated Entity has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount has been
reliably estimated. Provisions are not recognised for future operating losses.
Where there are several similar obligations, the likelihood that an outflow will be required in settlement
is determined by considering the class of obligations as a whole. A provision is recognised even if the
likelihood of an outflow with respect to any one item included in the same class of obligations may be
small.
Where appropriate, provisions are measured at the present value of management’s best estimate of
the expenditure required to settle the present obligation at the reporting date. The discount rate used
to determine the present value reflects current market assessments of the time value of money and
the risks specific to the liability. The increase in the provision due to the passage of time is recognised
as interest expense.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. ISSUED CAPITAL
Ordinary shares carry one vote per share and carry the right to dividends.
Opening share capital
Issued and fully paid ordinary shares 27,588,255 (2018:
Fully paid ordinary shares issued during the year
27,588,255)
Closing share capital
Movement in ordinary shares on issue:
At 1 July 2020
Final payment on partly paid ordinary shares (a)
Fully paid ordinary shares issued during the year
Dividend reinvestment plan issues
At 30 June 2021
2021
$000
18,280
117
18,397
Number
28,099,834
63,731
8,719
28,172,284
2020
$000
18,090
190
18,280
$000
18,280
95
22
18,397
Movement in number of shares
In the contractual arrangements finalised and signed on 9 October 2020 it was agreed to issue 63,731
fully paid ordinary shares to Keith Smith. Refer to Note 20 in relation to details of the share-based
payment.
Significant Accounting Policy: Issued capital
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. Incremental costs directly attributable to the issue of new
shares or options for the acquisition of a business are not included in the cost of the acquisition as part
of the purchase consideration.
If the entity reacquires its own equity instruments, e.g. as the result of a share buy-back, those
instruments are deducted from equity and the associated shares are cancelled. No gain or loss is
recognised in the Consolidated Statement of Profit or Loss and the consideration paid including any
directly attributable incremental costs (net of income taxes) is recognised directly in equity.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. EARNINGS / (LOSS) PER SHARE
Basic and diluted earnings per share are calculated based on a weighted average of any shares issued
during the financial year.
The following reflects the earnings / (loss) and share numbers used in the continuing operations basic
and diluted earnings per share computations:
Basic earnings per share:
Net profit / (loss) attributable to ordinary Joyce
shareholders from continuing operations
2021
2020
$000
7,574
(1,107)
Weighted average number of ordinary shares
Number
28,139,008 28,047,202
Earnings / (loss) per share
Cents per
share
26.92
(3.95)
Diluted earnings per share:
Net profit / (loss) attributable to ordinary Joyce
shareholders from continuing operations
$000
7,574
(1,107)
Weighted average number of ordinary shares(a)
Number
28,139,008 28,047,202
Earnings / (loss) per share
Cents per
share
26.92
(3.95)
Basic earnings per share excluding impairment expense
amount:
Net profit attributable to ordinary Joyce shareholders from
continuing operations excluding impairment expense amount
$000
7,574
4,419
Weighted average number of ordinary shares
Number
28,139,008
28,047,202
Earnings per share
Cents per
share
26.92
15.76
(a) The ‘FY20 and FY21 Performance Rights’ have not been included in the denominator of the diluted shares as
the quantum of these rights that will vest will only be determinable at a future date. Regardless, the impact on
diluted earnings per share would be immaterial.
The Company has established a dividend reinvestment plan under which holders of ordinary shares
can elect to have all or part of their dividend entitlements satisfied by the issue of new ordinary shares
rather than being paid in cash.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. SHARE-BASED PAYMENTS
A total share-based payments expense of $722,359 was recognised in the year (FY20: $19,733).
(a) Keith Smith share-based payment
In the contractual arrangements finalised and signed on 9 October 2020 it was agreed to issue Joyce
Corporation ordinary shares to Keith Smith. The market price of Joyce Corporation shares at the close
of business on 9 October 2020 was $1.50 and 63,731 shares were issued. This results in an
accounting value for the issue of $95,596. The shares rank equally with the ordinary shares already
on issue by the Company. No funds were received or applied in the issue, as the shares were issued
in recognition of Keith Smith’s contribution to the Company.
The cost of the share-based payment was recognised during the year, together with a corresponding
increase in equity. As such, an expense of $95,596 was recognised in the Consolidated Statement of
Profit or Loss during the year.
(b) Key Management Personnel performance rights
The offer of performance rights is designed to provide long-term incentives for Key Management
Personnel to deliver long-term shareholder returns. The performance rights are issued under the Joyce
Corporation Ltd Rights Plan with eligible participants being granted performance rights which only vest
if certain performance targets are met.
Details of the performance rights on issue are summarised below.
FY20 Rights
Beneficiary
John Bourke
Chris Palin
Gavin Culmsee
Number of Rights Granted
Fair Value per right (JYC
share price on grant date)
Total fair value
Commencement date
Expected vesting date
Vesting conditions
No. of rights expected to vest
141,677
$2.67(b)
112,065
$2.67(b)
76,387
$1.55
$378,278
1 July 2019(b)
30 June 2022 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
141,677
$299,214
1 July 2019(b)
30 June 2022 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
112,065
$118,400
1 July 2019
30 June 2022 (3
years)
Profit metric of
Bedshed EBIT
cumulative over 3
years(a)
76,387
(a) The expense recognised in respect of the performance rights is based on the Board’s assessment of the
probability that certain milestone earnings will be achieved, measured cumulatively over the three-year period
commencing 1 July 2020 and ending 30 June 2022. There are three milestones: “threshold”; “target”; and “stretch
and above”. Meeting these milestones results in, respectively, 25%, an additional 25%, and the final 50% of the
rights vesting into ordinary shares.
(b) As the granting of the ‘FY20 performance rights’ to the KWB KMP’s was in recognition of past performance,
the share-based payment expense relating to these rights for the previous financial year was fully expensed in
the current year. The formal grant date of the FY20 Rights to John Bourke and Chris Palin was determined post
year end and under the requirements of the Australian Accounting Standards, the associated accounting expense
is based on the underlying share price at formal grant date.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FY21 Rights
Beneficiary
Daniel Madden
John Bourke
Chris Palin
Gavin Culmsee
Number of Rights Granted
Fair Value per right (JYC
share price on grant date)
Total fair value
Commencement date
Expected vesting date
Vesting conditions
No. of rights expected to
vest
127,002
$1.64
208,448
$2.67(c)
164,879
$2.67(c)
140,484
$1.11
$208,283
1 December 2020(b)
30 June 2023 (3
years)
Profit metric of
Group NPAT
cumulative over 3
years(a)
$556,556
$440,227
$155,937
1 July 2020
30 June 2023 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
1 July 2020
30 June 2023 (3
years)
Profit metric of
KWB EBIT
cumulative over 3
years(a)
1 July 2020
30 June 2023 (3
years)
Profit metric of
Bedshed EBIT
cumulative over 3
years(a)
63,501 - 127,002
104,224 - 208,448
82,440 - 164,879
70,242 - 140,484
(a) The expense recognised in respect of the performance rights is based on the Board’s assessment of the
probability that certain milestone earnings will be achieved, measured cumulatively over the three-year period
commencing 1 July 2021 and ending 30 June 2023. There are three milestones: “threshold”; “target”; and “stretch
and above”. Meeting these milestones results in, respectively, 25%, an additional 25%, and the final 50% of the
rights vesting into ordinary shares.
(b) Daniel Madden’s contract of employment commenced on 1 December 2020 and as a result for the year 30
June 2021 only a prorated expense was recognised.
(c) The formal grant date of the ‘FY21 performance rights’ to John Bourke and Chris Palin was determined post
year end and under the requirements of the Australian Accounting Standards, the associated accounting expense
is based on the underlying share price at formal grant date.
Significant Accounting Policy: Share-based payment
Schemes in place can only be equity-settled and are accounted for accordingly. The cost of equity-
settled transactions with employees is measured using their fair value at the date which they were
granted. In determining the fair value, no account is taken of any performance conditions.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity,
over the period in which any performance conditions are met, ending on the date on which the
employee becomes fully entitled to the award (vesting date). The cumulative expense recognised for
these transactions at each reporting date reflects the extent to which the vesting period has expired
and the proportion of the awards that are expected to ultimately vest.
No expense is recognised for awards that do not ultimately vest due to a performance condition not
being met.
Critical Accounting Estimates and Judgements: Share-based payments
The Consolidated Entity initially measures the cost of equity-settled transactions with employees by
reference to the fair value of the equity instruments at the date at which they are granted. Estimating
fair value for share-based payment transactions requires determination of the most appropriate
valuation model, which is dependent on the terms and conditions of the grant.
This estimate also requires determination of the most appropriate inputs to the valuation model as well
as an assessment of the probability of achieving non-market based vesting conditions. The probability
of achieving non-market based vesting conditions of performance options is assessed at each
reporting period.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. DIVIDENDS
Dividends declared or paid during the financial year are as follows:
Ordinary shares:
FY19 final fully franked dividend of 5.0 cents per share
FY20 interim fully franked dividend of 5.0 cents per share
FY20 final fully franked dividend of 5.0 cents per share
FY21 interim fully franked dividend of 7.0 cents per share
Total dividends paid
Franking account balance
2021
$000
-
-
1,405
1,971
3,376
2020
$000
1,397
1,404
-
-
2,801
The amount franking credits available for subsequent financial years from continued operations are:
Franking credits available for
subsequent financial years at 30%
Dividend payable
Dividend payable at 30 June
Consolidated
2020
$000
2021
$000
Parent entity
2020
$000
2021
$000
5,508
5,544
2,833
2,389
2021
$000
-
2020
$000
1,405
The FY20 interim fully franked dividend of $1.40 million resolved on 25 February 2020 was paid on 25
September 2020, (deferred from 6 May 2020 due to the commercial uncertainty surrounding the
COVID-19 pandemic).
The Directors resolved that a FY21 final dividend of 10 cents per share, fully franked, be paid by Joyce
Corporation Limited on 1 October 2021 to all shareholders registered as at the record date of 14
September 2021.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. REVENUE, INCOME AND EXPENSES
(a) Revenue from continuing operations
Revenue from contracts with customers
Sale of goods
Franchise revenue
Other revenue
Rental revenue
Freight recovered
Gain / (loss) on lease modification
Other revenue
Government grants
2021
$000
106,390
4,834
111,224
632
291
480
1,155
1,827
4,385
2020
$000
81,761
3,996
85,757
569
189
45
1,127
2,008
3,938
Significant Accounting Policy: Presentation of government grants
Government grants relating to JobKeeper are recognised in profit or loss in other revenue over the
period necessary to match them with the costs that they are intended to compensate.
Grants from the government are recognised at their fair value where there is a reasonable assurance
that the grant will be received and the Consolidated Entity will comply with all attached conditions.
Disaggregation of revenue
Management review the business at the level of disaggregation shown as per Note 4. The
disaggregation of revenue follows the operating segments identified, being revenue from the following
activities and arrangements:
- Retail Kitchen Showrooms and Retail Bedding Stores, revenue is earnt at the point of product
delivery; and
- Franchising, the majority of revenue is earnt through payments made by the Franchisees for
the services Bedshed provide in connection with the Franchise.
In understanding the segments, the organisation rarely considers the geographic location of the
customer as being the driver to an increased understanding.
There were no new revenue streams during the financial year ended 30 June 2021 (2020: nil).
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table lays out the facts and circumstances that pertain to the Company’s contracts for
continuing operations with customers and depicts how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic factors.
Operating
segment / Factor
Nature of the
revenue
Market
Economic drivers
of revenue
Contractual
arrangements
Retail Kitchen
Showrooms
- Sale of goods
-
“Do It For Me”
renovations
- Consumer
confidence;
- Growth in
disposable
income; and
- Spend on
renovations
- Standard form
contract
Specific revenue
recognition
criteria
- Recognition at
the point of
product delivery
Contractual
assets or
liabilities
- Bank guarantees,
- Customer
deposits
Bedshed
Franchise
- Franchise
revenue
- Franchising in
specialty retail
Retail Bedding
Stores
Joyce
Corporation
- Sale of goods
- Rental revenue
- Specialty retail
- Commercial real
estate
- Consumer
confidence; and
- Growth in
disposable
income
- Consumer
confidence; and
- Growth in
disposable
income
- Property cycle
- Standard form
contract
- Recognition
based on
business written
sales from
franchised stores
- Standard form
contract
- Lease agreement
- Recognition at
the point of
product delivery
- Recognition is
monthly as defined
in the relevant
lease agreement
- Nil
- Bank
guarantees,
- Customer
deposits
- Nil
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(b) Expenses from continuing operations
Cost of sales
Cost of goods
Total cost of sales
Variable costs
Freight
Wages - commissions
Warranty costs
Total variable costs
Employment expenses
Superannuation contributions
Payroll tax
Wages and other employee benefits
Total employment expenses
Impairment of non-financial assets
Bedshed Joondalup goodwill (Note 5)
Lloyds Online Auctions Pty Ltd goodwill (Note 5)
Howe St property (Note 14)
Total impairment of non-financial assets
Net interest income / (expense)
Interest income
Interest expense
Interest expense on lease liabilities
Net interest expense
Depreciation and amortisation
Depreciation – property, plant & equipment
Amortisation – right-of-use asset
Amortisation – software
Total depreciation and amortisation
Administration expenses
IT, communications and network costs
Consultancy fees
Travel expenses
Insurance
Accounting and audit fees
Legal fees
Other administration expenses
Expected credit loss (Note 10)
Repayment of government grants
Total administration expenses
72
2021
$000
2020
$000
(52,417)
(52,417)
(40,720)
(40,720)
(241)
(6,613)
(1,176)
(8,030)
(1,970)
(1,133)
(18,928)
(22,031)
-
-
-
-
27
(19)
(529)
(521)
(1,215)
(3,388)
(60)
(4,663)
(1,174)
(201)
(251)
(294)
(205)
(120)
(1,386)
210
(1,486)
(4,907)
(190)
(3,738)
(910)
(4,838)
(1,690)
(1,053)
(17,085)
(19,828)
(1,820)
(2,557)
(1,149)
(5,526)
29
(135)
(593)
(699)
(1,346)
(3,260)
-
(4,606)
(1,001)
(130)
(400)
(243)
(319)
(247)
(1,058)
(210)
-
(3,608)
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Lease payments and other expenses included in the statement of profit or loss and other
comprehensive income – continuing operations
Lease payments
Minimum lease payments - operating lease
2021
$000
(3,963)
2020
$000
(3,711)
Significant Accounting Policy: Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST
incurred is not recoverable from the relevant taxation authority. In this case, it is recognised as part of
the cost of 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 Consolidated Statement of Cash Flows
includes cash flows on a gross basis.
The net amount of GST recoverable from, or payable to, the relevant taxation authority is included with
other receivables or payables in the Consolidated Statement of Financial Position.
23. INCOME TAX
The major components of income tax expense for the financial year ended 30 June are:
Current Income tax
Current income tax expense
Under / (over) provision in respect of prior years
Deferred income tax
Relating to origination and reversal of temporary differences
Utilisation of unused tax losses
Under / (over) provision in respect of prior years
Income tax expense relating to continuing operations
2021
$000
6,012
29
(67)
-
139
6,113
2020
$000
3,619
-
(531)
26
(16)
3,098
Income tax (benefit) / expense relating to discontinued
operations
-
(441)
Income tax expense relating to overall operations
6,113
2,657
73
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of income tax expense applicable to accounting profit before income tax at the
statutory income tax rate to income tax expense at the Consolidated Entity’s effective income tax rate
for the financial years ended 30 June 2021 and 30 June 2020 is as follows:
Profit before income tax – continuing operations
2021
$000
19,108
2020
$000
5,772
Income tax expense calculated at the statutory income tax rate of 30%
(2020: 30%)
5,732
1,732
Tax effect of amounts which are non-deductible (taxable) in calculating
taxable income:
Entertainment
Share-based payments
Other items not allowed / (not assessable) for income tax purposes
Impairment expense
Deferred tax assets not brought into account
(Under) / over provision in respect of prior years
Other permanent differences
Income tax expense recognised in profit or loss – continuing operations
13
217
(66)
-
38
168
11
6,113
-
-
(34)
1,658
-
(258)
-
3,098
Significant Accounting Policy: Tax consolidation
Joyce Corporation Ltd and its 100%-Australian-owned subsidiaries are a tax group. Members of the
group have not entered into any tax sharing or tax funding arrangements. At the reporting date, the
possibility that the head entity will default on its tax payment obligations is remote. The head entity of
the tax group is Joyce Corporation Ltd.
Significant Accounting Policy: Measurement method adopted under UIG 1052 Tax
Consolidation Accounting
The head entity and the controlled entities in the tax group continues to account for their own current
and deferred tax amounts. The group has applied the group allocation approach in determining the
appropriate amount of current taxes and deferred taxes to allocate to members of the tax group. The
current and deferred tax amounts are measured in a systematic manner that is consistent with the
broad principles in AASB 112 Income Taxes.
In addition to its own current and deferred tax amounts, the head entity also recognises current tax
liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits
assumed from controlled entities in the tax group.
Significant Accounting Policy: Tax consolidation contributions / (distributions)
The Consolidated Entity has recognised no consolidation contribution or distribution adjustments.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The major components of deferred income tax at 30 June 2021 are as follows:
Deferred tax liabilities
Investment property
Trade & other receivables
Fair value gains on other intangible assets
Right-of-use asset
Balance at 30 June 2021
Deferred tax assets
Property, plant and equipment
Trade and other payables
Other employer obligations
Provisions
Lease liabilities
Other
Balance at 30 June 2021
Opening
balance 1
July 2020
$000
Recognised
in profit or
loss
statement
$000
Closing
balance 30
June 2021
$000
332
204
260
3,055
3,851
887
125
794
142
3,580
36
5,564
31
(199)
-
681
513
(179)
62
20
5
549
(16)
441
363
5
260
3,736
4,364
708
187
814
147
4,129
20
6,005
The major components of deferred income tax at 30 June 2020 are as follows:
Opening
balance 1
July 2019
$000
Recognised in
profit or loss
statement
$000
De-recognition
of Lloyds Online
Auctions Pty Ltd
$000
Closing
balance 30
June 2020
$000
Deferred tax liabilities
Investment property
Trade & other receivables
Fair value gains on other
intangible assets
Right-of-use asset
Balance at 30 June 2020
Deferred tax assets
Property, plant and equipment
Trade and other payables
Other employer obligations
Provisions
Lease liabilities
Other
Unused Tax losses
Balance at 30 June 2020
304
5
260
3,939
4,508
324
155
842
162
4,660
4
55
6,202
28
179
-
(643)
(436)
563
(30)
197
(20)
(774)
(40)
543
439
-
20
-
(241)
(221)
-
-
(245)
-
(306)
72
(598)
(1,077)
332
204
260
3,055
3,851
887
125
794
142
3,580
36
-
5,564
75
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Significant Accounting Policy: Deferred tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable
income based on the national income tax rate for each jurisdiction adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial
statements. However, deferred income tax is not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that at the time of the transaction
affects neither accounting, nor taxable profit or loss. Deferred income tax is determined using tax rates
(and laws) that have been enacted or substantially enacted by the reporting date and are expected to
apply when the related deferred income tax asset is realised, or the deferred income tax liability is
settled.
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.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying
amount and tax bases of investments in controlled entities where the parent entity is able to control
the timing of the reversal of the temporary differences and it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also
recognised directly in equity.
24. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
Right-of-use assets relates to the following:
Year ended 30 June 2021
At 1 July 2020, net of accumulated amortisation
Additions
Amortisation charge for the year
Modifications to lease terms
Variable lease payment adjustments
Disposals
At 30 June 2021, net of accumulated amortisation
Property and
buildings
Plant and
equipment
Total
$000
$000
$000
10,148
5,721
(3,383)
(124)
92
-
12,454
47
-
(5)
-
(42)
-
-
10,195
5,721
(3,388)
(124)
50
-
12,454
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ended 30 June 2020
At 1 July 2019, net of accumulated amortisation (restated)
Additions
Amortisation charge for the year(a)
Modifications to lease terms
Variable lease payment adjustments
Disposals
At 30 June 2020, net of accumulated amortisation
(a) Relates solely to continuing operations.
Property and
buildings
Plant and
equipment
Total
$000
$000
$000
12,129
2,780
(3,246)
(164)
(327)
(1,024)
10,148
374
-
(14)
-
-
(313)
47
12,503
2,780
(3,260)
(164)
(327)
(1,337)
10,195
The following amounts relating to leased assets have been included as income or expense in the
Consolidated Statement of Profit or Loss and Other Comprehensive Income during the year:
Rental income (included in Other income)
Gain / (loss) on lease modification (included in Other income)
Interest expense (included in Net interest expense)
Expense relating to short term leases (included in Occupancy
expenses)
Expense relating to leases of low value assets that are not
short-term leases (included in Administration expenses)
Lease liabilities relates to the following:
Current
Lease liabilities
Non-current
Lease liabilities
2021
$000
632
480
530
73
3
2020
$000
569
45
593
12
3
2021
$000
2020
$000
3,974
3,370
9,788
8,587
Critical Accounting Estimates and Judgements: Leases
Determining the incremental borrowing rate
Where the interest rate implicit in a lease is not known, the Consolidated Entity is required to determine
the incremental borrowing rate, being the rate of interest the Consolidated Entity would have to pay to
borrow a similar amount, over a similar term, with similar security to obtain an asset of similar value in
a similar economic environment. As this information may not be readily available, the Consolidated
Entity is required to estimate its incremental borrowing rate, using such information as is available and
adjusting reflect the particular circumstances of each lease.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Determining the lease term
The Consolidated Entity has in place a number of property leases with terms that can be renewed for
an additional term, equal to the period of the original lease. In determining the lease term, the
Consolidated Entity is required to determine:
- Whether there is an actual or implied extension or renewal option. An implied extension or
renewal option will exist if both the lessee and lessor would incur a more than insignificant
penalty if the lease were not extended or renewed; and
- Whether the Consolidated Entity is reasonably certain to exercise any actual or implied
extension options considering all facts and circumstances relating to the lease.
Critical Accounting Estimates and Judgements: Nature of leasing activities
As a lessee
The Consolidated Entity leases a number of properties. The lease contracts provide for payments to
increase each year by a fixed percentage, to increase each year by inflation, to be reset periodically
to market rental rates, or to remain fixed over the lease term.
25. CAPITAL AND LEASING COMMITMENTS
The following changes to commitments have occurred during the financial year.
Retail Kitchen Showrooms segment:
4 new showroom leases; and
-
- The renewal of 2 leases for existing showrooms
There were no significant changes to capital and leasing commitments in the Retail Bedding Stores
segment.
26. DISCONTINUED OPERATIONS
During the financial year ended 30 June 2020, the Consolidated Entity ceased ownership of its Online
Auctions segment. The subsidiary was sold in multiple transactions with effect from 17 June 2020 and
is reported as discontinued operations where applicable.
Disposal of 10% interest
On 2 March 2020, Joyce Corporation Ltd sold 10% of its interest in Lloyds Online Auctions Pty Ltd to
the Lloyds Legacy Trust for $1.44 million.
Disposal of 46% interest
On 17 June 2020, Joyce Corporation Ltd sold its remaining 46% interest in Lloyds Online Auctions Pty
Ltd to Jacqst Enterprises Pty Ltd as trustee for the Sarkis Family Trust No 6 (being an entity controlled
by Steve Sarkis, a Director of Lloyds Online Auctions Pty Ltd), for $3.80 million.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The material terms the transaction for the sale of the 46% interest are set out below:
-
Joyce Corporation Ltd through its wholly owned subsidiary, Joyce International Pty Ltd agreed
to sell 3,151,830 fully paid ordinary shares in Lloyds Online Auctions Pty Ltd (representing a
46% shareholding in Lloyds Online Auctions Pty Ltd) to Jacqst Enterprises Pty Ltd as trustee
for the Sarkis Family Trust No 6 (“the Buyer”).
- The Buyer had to pay an aggregate consideration of $3.80 million for the acquisition of the
shares:
- A $0.50 million non-refundable deposit was payable by the Buyer to Joyce
Corporation Ltd (“Deposit”) on execution of the sale agreement.
- The remaining $3.30 million of the purchase price was payable by the Buyer to an
escrow account, with the full amount being payable by 24 September 2020.
- The $3.30 million was released to Joyce Corporation Ltd on completion of the transaction. The
receivable amount was secured via the share investment. This amount was received by Joyce
Corporation during the current financial year.
As at 30 June 2020, a total of $1.95 million had been received according to the payment schedule,
being:
- $1.44 million relating to the 10% interest; and
- $0.51 million relating to the 46% interest.
These multiple transactions were treated as a single event in the consolidated financial statements,
as they were all designed to achieve a single overall commercial effect.
The financial performance and cash flow information are for the period 1 July 2019 to 17 June 2020
was as follows:
Discontinued operations
Revenue
Expenses
(Loss) / profit before income tax benefit / (expense)
Income tax benefit / (expense)
(Loss) / profit of discontinued operation after income tax
(Loss) on disposal of the division after income tax (a)
(Loss) / profit from discontinued operations
Net cash inflow from operating activities
Net cash (outflow) from investing activities
Net cash (outflow) from financing activities
Net increase in cash generated by the discontinued division
2020
$000
15,595
(17,463)
(1,868)
358
(1,510)
(809)
(2,319)
2020
$000
1,147
(198)
(309)
640
79
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Details of the disposal of the division:
Consideration received or receivable:
Received
Deferred
Total disposal consideration
Carrying amount of net assets sold (b)
Carrying amount of non-controlling interest
Goodwill
(Loss) on sale before income tax
Income tax (expense) / benefit
(Loss) on sale after income tax
2020
$000
1,957
3,290
5,247
2,775
(862)
4,226
(892)
83
(809)
The carrying amount of assets and liabilities as at the date of disposal (17 June 2020) were:
Current assets
Current liabilities
Current net assets / (liabilities)
Non-current assets
Non-current liabilities
Non-current net assets / (liabilities)
Net assets
$000
2,698
(3,956)
(1,258)
5,104
(1,071)
4,033
2,775
Critical Accounting Estimates and Judgements: Disposal transaction
Judgement has been exercised in treatment of the Lloyds Online Auctions Pty Ltd disposal on 2 March
2020 and 17 June 2020 as a single transaction due to the one commercial outcome intended.
80
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27. RELATED PARTY DISCLOSURES
Ultimate controlling entity
The ultimate controlling entity of the Consolidated Entity is Joyce Corporation Ltd.
Shares held by Joyce Corporation Ltd
The consolidated financial statements include the financial statements of Joyce Corporation Ltd and
the subsidiaries listed in the following table.
Joyce International Pty Ltd
Sierra Bedding Pty Ltd
Bedshed Franchising Pty Ltd
Joyce Investments 1 Pty Ltd
Joyce Investments 2 Pty Ltd
Joyce Investments 3 Pty Ltd
Joyce Investments 4 Pty Ltd
Joyce Consolidated Holdings Pty Ltd
KWB Group Pty Ltd
KWB Property Holdings Pty Ltd
Brisbane Investment Holdings Pty Ltd
Trade Gold Installations Qld Pty Ltd
Trade Gold Installations NSW Pty Ltd
Trade Gold Installations SA Pty Ltd
% Equity
interest
2021
100
100
100
100
100
100
100
100
51
51
51
51
51
51
2020
100
100
100
100
100
100
100
100
51
51
51
51
51
51
Country of
incorporation
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Critical Accounting Estimates and Judgements: Determining control of subsidiaries (AASB 10)
In determining whether the Consolidated Entity has control over subsidiaries that are not wholly owned,
judgement is applied to assess the ability of the Company to control the day-to-day activities of the
partly-owned subsidiary and its economic outcomes. In exercising judgement, the commercial and
legal relationships that the Company has with other owners of partly owned subsidiaries are taken into
consideration. Changes in agreements with other owners of partly owned subsidiaries could result in
a loss of control and subsequently de-consolidation.
Upon acquisition of partly-owned subsidiaries by the Company, judgement is exercised concerning
the value of net assets acquired on the date of acquisition. The non-controlling interest’s share of net
assets acquired, fair value of consideration transferred and subsequent period movements in value
thereof, are disclosed as outside equity interest.
81
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(a) Related Party Transactions
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
During the financial year, the entities of the Consolidated Entity entered into the following transactions
with related parties:
Key Management Personnel compensation
Fixed remuneration employee benefits
Variable remuneration employee benefits
Post-employment benefits
Termination benefits
Share-based payments (Note 20)
2021
$
1,913,300
332,633
202,592
185,276
821,990
3,455,791
2020
$
2,415,959
402,492
206,991
-
209,307
3,234,749
Other transactions
Dividends paid to KMP
2021
$
1,974,236
2020
$
600,625
$8,628 (FY20: $nil) of dividends payable to KMP’s were reinvested under the Company’s DRP.
Other than the items disclosed above, there are no other material related party transactions during the
financial year.
(b) Non-controlling interest
The effect on the equity attributable to the owners of Joyce Corporation Ltd during the year is as
follows:
Carrying amount of non-controlling interests acquired
Profits attributable to non-controlling interests
Carrying value of non-controlling interests disposed (Note 26)
Dividends paid to non-controlling interest
Closing carrying amount of non-controlling interest
2021
$000
3,658
5,421
-
(5,472)
3,607
2020
$000
2,868
3,117
(862)
(1,465)
3,658
Disposals
Refer to Note 26 in relation to the Consolidated Entity’s discontinued operations.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Set out below is summarised financial information for each subsidiary that has non-controlling interests
that are material to the Consolidated Entity. The amounts disclosed for each subsidiary are before
inter-group eliminations.
Statement of financial position
Current assets
Current liabilities
Current net assets
Non-current assets
Non-current liabilities
Non-current net assets
KWB Consolidated
Group
2020
$000
6,820
(13,122)
(6,302)
2021
$000
14,693
(22,518)
(7,825)
Lloyds Consolidated
Group
2020
$000
-
-
-
2021
$000
-
-
-
25,831
(10,645)
15,186
22,769
(9,001)
13,768
-
-
-
-
-
-
-
-
-
-
Net assets
7,361
7,466
Accumulated NCI
3,607
3,658
Statement of financial performance
(including discontinued operations)
Revenue
Profit / (loss) for the year
Total comprehensive income
KWB Consolidated
Group
2020
$000
67,498
7,717
7,717
2021
$000
89,693
11,063
11,063
Lloyds Consolidated
Group
2020
$000
15,595
(1,510)
(1,510)
2021
$000
-
-
-
Profit allocated to NCI
5,421
3,781
Dividends paid to NCI
(5,472)
(1,465)
-
-
(664)
-
Statement of cash flow
Cash flow from operating activities
Cash flow (used in) investing activities
Cash flow (used in) financing activities
Net increase / (decrease) in cash and
cash equivalents
KWB Consolidated
Group
2020
$000
11,769
(702)
(10,940)
2021
$000
23,569
(1,274)
(13,896)
Lloyds Consolidated
Group
2020
$000
1,147
(198)
(309)
2021
$000
-
-
-
8,399
127
-
640
83
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28. PARENT ENTITY DISCLOSURES
(a) Financial position - as at 30 June
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserve
Retained earnings
Net equity
(b) Financial performance - for the year ended 30 June
Profit for the year
Total comprehensive profit
2021
$000
936
23,464
24,400
1,063
1
1,064
2020
$000
2,356
26,701
29,057
2,560
5,233
7,793
23,336
21,264
18,397
742
4,197
23,336
2021
$000
4,609
4,609
18,280
20
2,964
21,264
2020
$000
2,817
2,817
i. Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
No such guarantees existed as at 30 June 2021 (2020: $nil).
ii. Contingent liabilities of the parent entity
No contingent liabilities existed within the parent entity as at 30 June 2021 (2020: $nil).
iii. Commitments for the acquisition of property plant and equipment by the parent entity
No commitments existed for the acquisition of property plant and equipment by the parent entity as
at 30 June 2021 (2020: $nil).
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29. AUDITOR’S REMUNERATION
Auditors of the Consolidated Entity
Audit or review of the financial statements:
Group
Total audit or review of the financial statements
Non-audit services:
Taxation services
Total non-audit services
Total services provided by BDO
2021
$000
2020
$000
124
124
36
36
160
118
118
10
10
128
30. CASH FLOW STATEMENT RECONCILIATIONS
Reconciliation of non-cash investing and financing activities
Non-cash investing and financing activities disclosed in other notes are:
- Acquisition of right-of-use assets, refer to Note 24.
- Dividends satisfied by the issue of shares under the dividend reinvestment plan, refer to Note
18.
Reconciliation of net debt
Cash and cash equivalents
Loans and borrowings - repayable within one year
Loans and borrowings - repayable after one year
Net debt
Cash and liquid investments
Gross debt - floating
Net debt
Reconciliation of net cash flow to movement in net debt:
Net debt at beginning of year
Increase / (decrease) in cash
Net repayment of / (increase) in long-term loans
Movements in net debt
Net debt at end of year
2021
$000
19,881
-
-
19,881
19,881
-
19,881
2020
$000
10,643
(521)
(5,230)
4,892
10,643
(5,751)
4,892
4,892
(3,341)
9,238
5,751
14,989
3,668
4,565
8,233
19,881
4,892
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Reconciliation of lease liability
Lease liability payable within one year
Lease liability payable after one year
Total lease liabilities
Reconciliation of net cash flow to movement in lease
liability:
Lease liability at beginning of year
Lease payments in cash
s) in cash
Interest
Lease additions
Variable lease payment adjustments and modifications to
leases
Leases associated with discontinued operations
Movements in lease liabilities
2021
$000
3,974
9,788
13,762
2020
$000
3,370
8,587
11,957
11,957
14,470
(3,963)
529
5,668
(429)
-
1,805
(3,711)
593
2,754
(543)
(1,606)
(2,513)
Lease liabilities at end of year
13,762
11,957
Reconciliation of net profit / (loss) after tax to the net cash flows from continuing operations
Net profit after taxation
Adjustments for:
Depreciation and amortisation
Issue of shares
Impairment of Howe St property
Impairment of goodwill
Share-based payment
Changes in assets and liabilities:
(Increase) / decrease in inventories
(Increase) / decrease in trade and other receivables (excluding
receivable for discontinued operations)
(Increase) / decrease in other assets
(Increase) / decrease in net deferred tax assets and liabilities
(Decrease) / increase in trade and other payables
(Decrease) / increase in provisions
2021
$000
2020
$000
12,995
2,674
4,663
95
-
-
722
(251)
742
(403)
72
7,077
1,454
4,606
190
1,149
4,377
20
172
(282)
(148)
(437)
(87)
1,123
Net cash flows from operating activities
27,166
13,357
86
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31. NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
The Consolidated Entity has adopted all of the new or amended Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for
the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not
been early adopted.
The following Accounting Standards and Interpretations are most relevant to the Consolidated Entity:
• Amendments to IAS 1: Classification of Liabilities as Current or Non-current;
• Reference to the Conceptual Framework – Amendments to IFRS 3;
• Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16;
• Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37; and
•
Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS
4 and IFRS 16.
87
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
DIRECTORS’ DECLARATION
In the Directors’ opinion:
(a)
(b)
(c)
(d)
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 the International Financial Reporting
Standards as issued by the International Accounting Standards Board as described in Note 1
to the financial statements;
the attached financial statements and notes give a true and fair view of the Consolidated Entity’s
financial position as at 30 June 2021 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.
On behalf of the Directors
J Kirkwood
Chair
Perth, 31 August 2021
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Auditor’s report
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
YEAR ENDED
30 JUNE 2021
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
INDEPENDENT AUDITOR'S REPORT
To the members of Joyce Corporation Ltd
To the members of Joyce Corporation Ltd
Report on the Audit of the Financial Report
Opinion
Report on the Audit of the Financial Report
We have audited the financial report of Joyce Corporation Ltd (the Company) and its subsidiaries (the
Opinion
Group), which comprises the consolidated statement of financial position as at 30 June 2021, the
We have audited the financial report of Joyce Corporation Ltd (the Company) and its subsidiaries (the
consolidated statement of profit or loss, the consolidated statement of comprehensive income, the
Group), which comprises the consolidated statement of financial position as at 30 June 2021, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial report, including a summary of significant accounting policies
consolidated statement of profit or loss, the consolidated statement of comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
and the directors’ declaration.
then ended, and notes to the financial report, including a summary of significant accounting policies
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
and the directors’ declaration.
Act 2001, including:
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
(i)
Act 2001, including:
financial performance for the year ended on that date; and
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
financial performance for the year ended on that date; and
(i)
(ii)
Basis for opinion
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
(ii)
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
Basis for opinion
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
Report section of our report. We are independent of the Group in accordance with the Corporations
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
ethical responsibilities in accordance with the Code.
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
We confirm that the independence declaration required by the Corporations Act 2001, which has been
ethical responsibilities in accordance with the Code.
given to the directors of the Company, would be in the same terms if given to the directors as at the
We confirm that the independence declaration required by the Corporations Act 2001, which has been
time of this auditor’s report.
given to the directors of the Company, would be in the same terms if given to the directors as at the
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
time of this auditor’s report.
for our opinion.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
Key audit matters
for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in
Key audit matters
our audit of the financial report of the current period. These matters were addressed in the context of
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
89
ANNUAL REPORT 2021JOYCE CORPORATION LTD
Auditor’s report
YEAR ENDED
30 JUNE 2021
Carrying Value of Goodwill and Other Assets
Key audit matter
How the matter was addressed in our audit
The Group is required under Australian Accounting
Our procedures included, but were not limited to the
Standard AASB 136 Impairment of Assets (“AASB
following:
136”), to perform an annual impairment test of the
carrying value of goodwill.
•
Evaluating the Group’s categorisation of CGUs and
the allocation of goodwill and other assets to the
As set out in note 5 in the financial statements, the
carrying value of the CGUs based on our
Directors’ assessment of the recoverability of goodwill
understanding of the Group’s businesses;
using the value in use (“VIU”) methodology requires
the exercise of significant judgement, in particular in
estimating future growth rates, discount rates and the
expected cash flows of cash generating units (“CGUs”)
to which the goodwill and other assets have been
allocated.
•
•
•
•
•
•
Evaluating management’s ability to accurately
forecast cash flows by assessing the precision of the
prior year forecasts against actual outcomes;
Comparing the Group’s forecast cash flows to the
board approved budget;
Using our valuation specialists to assess
management’s discount rates based on external
data available;
Performing sensitivity analysis on the growth and
discount rates;
Testing the mathematical accuracy of the
impairment models; and
Assessing the adequacy of the disclosures in note 5
in the financial statements.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2021, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
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Auditor’s report
YEAR ENDED
30 JUNE 2021
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 19 to 29 of the directors’ report for the
year ended 30 June 2021.
In our opinion, the Remuneration Report of Joyce Corporation Ltd, for the year ended 30 June 2021,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Neil Smith
Director
Perth, 31 August 2021
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
ASX ADDITIONAL INFORMATION
AS AT 25 AUGUST 2021
Additional information is required by the Australian Securities Exchange Limited Listing Rules and not
disclosed elsewhere in this report. The information is provided below.
(a)
Distribution of shareholders
Category
1 - 1,000
1,001 – 5,000
5,001 - 10,000
10,001 – 100,000
100,001 – and over
Rounding
Total
Holders
201
201
99
167
39
707
Fully Paid
Ordinary Shares
95,256
526,246
775,134
4,742,008
22,033,640
28,172,284
%
0.34
1.87
2.75
16.83
78.21
0.00
100.00
(b)
Substantial shareholdings
The number of shares held or controlled at the report date by substantial shareholders were as follows:
Ordinary Shareholder
Daniel Smetana(a)
UFBA – John Roy Westwood
Total
Fully Paid
Ordinary Shares
11,171,579
1,845,000
13,016,579
%
39.65
6.55
46.20
(a) As at 20 August 2021 Daniel Smetana has a direct interest in 10,260,400 fully paid ordinary shares
(27 August 2020: 10,254,129).
(c)
Voting Rights
Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a
meeting or by proxy has one vote on a show of hands.
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
ASX ADDITIONAL INFORMATION
AS AT 25 AUGUST 2021
(d)
Shareholdings - Twenty Largest Holders of Quoted Equity Securities – ungrouped
The number of shares held at the report date by the twenty largest holders of quoted equity securities:
Ordinary Shareholder
1 ADAMIC PTY LTD
2 UFBA PTY LTD
3 DANIEL SMETANA
4 ONE MANAGED INVT FUNDS LTD <1 A/C>
TRAFALGAR PLACE NOMINEES PTY LTD
5
6 MR DONALD TEO
7 MR DAN SMETANA
8 STARBALL PTY LTD
9 MR DANIEL ALEXANDER SMETANA
1
0
1
1
1
2
1
3
1
4
1
5
1
6
1
7
1
8
1
9
2
0
VANWARD INVESTMENTS LIMITED
TREASURE ISLAND HIRE BOAT COMPANY PTY LTD
JUDITH ANNA SMETANA
GLIOCAS INVESTMENTS PTY LTD
CONARD HOLDINGS PTY LTD
MOAT INVESTMENTS PTY LTD
FELIX SMETANA
FARROW RD PTY LTD
MAN INVESTMENTS (NSW) PTY LTD
MARTEHOF PTY LTD
EPIC TRUSTEES LIMITED
Fully paid
Ordinary Shares
7,711,568
1,800,000
1,224,651
1,000,000
990,233
990,000
734,022
653,222
563,726
507,474
%
27.37
6.39
4.35
3.55
3.51
3.51
2.61
2.32
2.00
1.80
504,291
1.79
497,924
375,738
347,940
333,017
307,116
240,000
219,680
209,679
201,695
1.77
1.33
1.24
1.18
1.09
0.85
0.78
0.74
0.72
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES
Total Remaining Holders Balance
19,411,976
8,760,308
68.90
31.10
93
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ANNUAL REPORT 2021JOYCE CORPORATION LTD
Annual financial REPORT
YEAR ENDED
30 JUNE 2021
ASX ADDITIONAL INFORMATION
AS AT 25 AUGUST 2021
(e)
Secretaries
Daniel Madden
Tim Allison
CEO and Group Company Secretary
CFO and Company Secretary
(f)
Registered Office
75 Howe Street
Osborne Park, WA 6017
Tel: +61 8 9445 1055
(g)
Share Registry
Computershare Investor Services Pty Limited
Level 11
172 St Georges Terrace
Perth, WA 6000
(Within Australia) 1300 850 505
(Outside Australia) +61 3 9415 4000
(h)
Auditors
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco, WA 6008
Tel: +61 8 6382 4600
94
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ANNUAL REPORT 2021JOYCE CORPORATION LTD 96
ANNUAL REPORT 2021JOYCE CORPORATION LTD ABN: 80 009 116 269
Email: investors@joycecorp.com.au
Website: joycecorp.com.au
Tel: +61 8 9445 1055
75 Howe Street
Osborne Park, WA 6017 Australia