LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2015
DIRECTORS
Chairman-non-executive
John F Pressler OAM MAICD
Managing Director and Chief Executive Officer
Michael K Lindsay
Non-executive Directors
Richard A Anderson OAM BCom FCA FCPA
Gregory D Farrell BEcon
Broderick T Jones LLB
Nathan L King BBus, CPA, ACIS, GAICD
Computershare Investor Services Pty Ltd
117 Victoria Street, West End, QLD 4101
Telephone:
Website:
1300 552 270
www.computershare.com.au
44b Cambridge Street, Rocklea, QLD, 4106
Telephone:
Fax:
Website:
(07) 3240 4900
(07) 3054 0240
www.lindsayaustralia.com.au
GENERAL LEGAL COUNSEL &
COMPANY SECRETARY
CHIEF FINANCIAL OFFICER &
COMPANY SECRETARY
SHARE REGISTER
REGISTERED AND PRINCIPAL
ADMINISTRATIVE OFFICE
AUDITOR
BANKER
Pitcher Partners
Level 30 Central Plaza 1, 345 Queen Street, Brisbane, QLD, 4000
Westpac Banking Corporation
65 Molesworth Street, Lismore, NSW, 2480
STOCK EXCHANGE LISTING
Lindsay Australia Limited shares are listed on the Australian Securities
Exchange, code LAU.
Page 1
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CONTENTS
ABOUT LINDSAY AUSTRALIA
CHAIRS’ REPORT
OVERVIEW OF DIRECTORS AND COMPANY SECRETARIES
OPERATING AND FINANCIAL REPORT
DIRECTORS’ REPORT
Remuneration report
AUDITOR’S INDEPENDENCE DECLARATION
ANNUAL FINANCIAL REPORT
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors’ declaration
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
LINDSAY AUSTRALIA LIMITED
CORPORATE GOVERNANCE STATEMENT
SHAREHOLDER INFORMATION
PAGE
3
5
8
11
18
22
30
31
34
35
36
37
38
80
81
83
96
Lindsay Australia Limited 2015 | Annual Report
Page 2
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
ABOUT LINDSAY AUSTRALIA
Our Business
Lindsay Australia is an integrated transport, logistics and rural supply company with a specific focus on servicing
customers in the food processing, food services, fresh produce, rural and horticultural sectors.
Lindsay Australia comprises of two division Rural and Transport. When combined these divisions offer products and
services covering the key needs of growers (customer) throughout their production cycle. From planting crops, through
fertiliser, chemicals, supply of packaging, and then transportation, fumigation and export. The two divisions offer
customers an end to end solution with one point of contact and accountability.
SITE LOCATIONS
Lindsay Rural
Lindsay Transport
Lindsay Fresh
Logistics
Brisbane Warehouse
Bundaberg North
Leeton
Mareeba
Bundaberg Wyllie
Maryborough
Brandon
Childers
Coffs Harbour
Emerald
Gatton
Innisfail
Invergordon
Kyabram
Mildura
Mundubbera
Murwillumbah
Nambour
Renmark
Stanthorpe
Tully
Adelaide
Brisbane
Bundaberg
Coffs Harbour
Emerald
Gatton
Innisfail
Mackay
Mareeba
Melbourne
Mildura
Mundubbera
Brisbane Markets
Nambour
Stanthorpe
Sydney
Tully
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Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
LINDSAY SOLUTION
Lindsay Australia’s business units share common customers within the horticulture industry which gives the Group a
strategic advantage by providing a unique end-to-end service solution. With the recent addition of the new Lindsay
Fresh Logistics facility, Lindsay Australia continues to build on the Lindsay Solution by increasing our service offerings to
our customers and now provide an integrated logistics service from port to paddock and everything in-between.
Lindsay Australia Limited 2015 | Annual Report
Page 4
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
Page 5
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CHAIRS’ REPORT
During the 2015 financial year Lindsay Australia maintained its focus on shareholder returns. While this was a challenging
year for the transport industry, we took advantage of the lull in industry growth by investing for future growth. Growth
initiatives included the establishment of Lindsay Fresh Logistics, the acquisition of Haack transport, and decreasing fleet
age.
The years result was underpinned by improved utilisation of the fleet on a record number of kilometres travelled of 57.2
million. Combined with a steady year for the Rural division, net profit after tax was $6.166 million. This was a 4.0%
improvement on the previous year after taking into account of the one off fuel tax credit in that year. This was a strong
result considering substantial start-up costs incurred by Lindsay Fresh Logistics (LFL).
Full year dividends increased 5% to 2.1 cents per share, which includes the final dividend of 1 cent per share.
In February 2015 we opened Lindsay Fresh Logistics (LFL). The facility offers customers further reach into the logistics
chain by providing:
Unloading, cross-docking, and local delivery;
Short and long term storage solutions;
Ripening services for specific produce lines; and
Quarantine, inspection and fumigation of produce for import, export and interstate.
Lindsay Australia Limited 2015 | Annual Report
Page 6
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CHAIRS’ REPORT (CONTINUED)
Customers can now rely on one supplier, Lindsay Australia, to maintain the constant temperature of produce from the
paddock to the port. In addition to providing services to existing and new customers, the centre offers improved
efficiencies through its optimal layout and proximity to key stakeholders.
During the March quarter the Haack depot joined Lindsay Australia. Located in Tully, the facility augments our already
strong business in North Queensland.
In March we welcomed Visy Board Pty Ltd as a strategic partner to the group. Visy Board is a supplier of packaging and a
large user of transportation. Visy Board and Lindsay Australia share a common passion and belief in the future success of
the Australian horticultural industries. Visy Board also has strong expertise in export businesses.
The coming year ahead looks encouraging as our customers experience good growing conditions. The business
continues to expand into new markets, particularly by further leveraging the LFL business and its export / import
capabilities. Next year the group will consolidate several Brisbane locations into one site at Postle Street Acacia Ridge.
Les Hancock resigned from the board during the year after many years of service. In December, Graham Johnston
retired from the position of CFO. On behalf of the board we thank them both for their significant contribution and wish
them well in their future endeavours. In January we welcomed Nathan King to the position of CFO.
We have an outstanding CEO in Kim Lindsay and we thank him, the executive team, and all Lindsay Australia employees
for their hard work and dedication throughout the year.
We look forward to the year ahead and the company’s continued success.
John F Pressler
Brisbane, Queensland
26 August 2015
Page 7
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OVERVIEW OF DIRECTORS AND COMPANY SECRETARIES
Your Directors present their report on the consolidated entity (referred to hereafter either as the consolidated entity or
as the Group) consisting of Lindsay Australia Limited and its controlled entities for the financial year ended 30 June 2015.
INFORMATION ON DIRECTORS AND COMPANY SECRETARIES
The following persons were Directors of Lindsay Australia Limited during the financial year and until the date of this
report. Directors were in office for the whole of the period unless otherwise stated.
Mr John Frederick Pressler OAM
Chairman-non-executive
Mr Michael Kim Lindsay
Managing Director and Chief Executive Officer
Mr Pressler has had a highly successful involvement
in the agricultural and horticultural industries for
over 40 years, and is recognised as one of the
industry’s leading participants in both the
Bundaberg and Emerald regions.
Mr Pressler was a Non-executive Director of Wide
Bay Australia Limited from 1988 to 2013, and
Chairman from 1997 to 2009. Mr Pressler is a
member of the Australian Institute of Company
Directors. He was awarded the medal of the Order
of Australia in 2004 for services to the horticultural
industry.
Mr Pressler has held no other directorships with
other listed companies during the last three years.
Mr Lindsay has over 30 years’ experience in the
Australian transportation and rural merchandising
industries. From 1974 to 1983 he worked for
Lindsay Transport, gaining a hands-on knowledge
of the transportation industry through an
involvement in all areas of the Group’s operations.
In 1983 Mr Lindsay established Lindsay Rural, a
specialist rural merchandising business with
operations in Central and South East Queensland.
As Managing Director of the Company he was
responsible for expanding it from a small local
operation to a major regional business.
Mr Lindsay has been Managing Director and Chief
Executive Officer of Lindsay Australia since 2002.
Mr Lindsay has held no other directorships with
other listed companies during the last three years.
Lindsay Australia Limited 2015 | Annual Report
Page 8
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OVERVIEW OF DIRECTORS AND COMPANY SECRETARIES (CONTINUED)
Mr Richard Andrew Anderson OAM
Non-executive Director
Mr Gregory Damien Farrell
Non-executive Director
Mr Anderson is a former partner of
PriceWaterhouseCoopers having served as the
firm’s managing partner in Queensland for nine
years and also as a member of the firm’s national
committee.
Mr Anderson holds a Bachelor of Commerce
degree from the University of Queensland and is a
Fellow of the Institute of Chartered Accountants
and a Fellow of CPA Australia.
Mr Anderson is the current chairman of Data #3
Limited having been a Director since 1997. He is
also a member of the board of Namoi Cotton
Cooperative Limited (appointed 2001) and is the
current president of the Guide Dogs for the Blind
Association of Queensland.
Mr Anderson was awarded the medal of the Order
of Australia in 1997 for services to the Guide Dogs
for the Blind Association of Queensland and the
Queensland Art Gallery Foundation.
Mr Anderson has held no other directorships with
other listed companies during the last three years.
Mr Farrell is the Managing Director of Mulawa
Holdings Pty Limited – a family company with
interests in the Australian tourism, gaming and
road transport industries.
In 1988 Mr Farrell was appointed to the position of
Managing Director of Mulawa Holdings following
his transfer from the IPEC Transport Group.
Whilst at IPEC, Mr Farrell participated in all areas of
the business, gaining valuable experience and
insight into every department. He held senior
positions, including those of Industrial Relations
Manager and National Freight Manager and was a
key member of the IPEC Board of Management.
In 1990 Mulawa Holdings established, and still
operates, Cope Transport a significant road
transport company operating in all States and
Territories throughout Australia.
Mr Farrell has a Bachelor of Economics degree
from the University of New South Wales and in
1999 successfully completed a three-year executive
education program at the Harvard Business School.
Mr Farrell has held no other directorships with
other listed companies during the last three years.
Page 9
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OVERVIEW OF DIRECTORS AND COMPANY SECRETARIES (CONTINUED)
Mr Leslie Hancock
Non-executive Director
Mr Broderick Jones
Group Legal Counsel and Company Secretary
Mr Hancock was a director from the beginning of
the financial year until his resignation on 29 January
2015.
Mr Hancock has been a solicitor since 1973,
specialising in the areas of employment and
industrial relations, and commercial and corporate
matters. As the Queensland Managing Director of
McPherson + Kelley, a national law firm, and as the
principal of other legal firms he has provided legal
advice to the Company for the past 20 years.
Mr Hancock has an in-depth understanding of the
commercial aspects of the Group, and has had
significant exposure to the horticultural industry,
representing a number of the industry’s leading
growers in Southern and Central Queensland. Mr
Hancock is currently a Director of the Bundaberg
Friendly Society Medical Institute Limited. He is a
fellow of the Australian Institute of Company
Directors.
Mr Hancock has held no other directorships with
other listed companies during the last three years.
Mr Jones holds a bachelor of laws degree from
Queensland University of Technology. He has 20 years
professional experience within law, finance, property
and markets gained from a number senior roles both
domestically and offshore. Broderick joined Lindsay
Australia Limited in September 2014 and was
appointed Company Secretary 30 October 2014.
Mr Nathan King
Chief Financial Officer and Company Secretary
B.Bus (Banking & Finance), CPA, ACIS (Company Secretarial
Practice), GAICD.
Mr King commenced as Chief Financial Officer in
January 2015. He brings experience from various
industries, geographies, and company sizes. Previous
companies include Rio Tinto, Sydney Airport, Hilton,
and Hyatt hotels. Nathan also sits as a non-executive
director on the board of QT Mutual Bank.
Lindsay Australia Limited 2015 | Annual Report
Page 10
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
Page 11
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OPERATING AND FINANCIAL REPORT
Operating results for the year
For the year ended 30 June 2015 the Group earned a net profit after tax (NPAT) of $6,166,000, which was 4.0% higher
than 2014 after taking account of a one off fuel tax credit of $568,000. The Rural division reported before tax profit of
$3,749,000 and Transport $20,123,000.
KEY METRICS
AU$ 000s unless stated otherwise
2015
2014
Operating Revenue
Other Income
Total Revenue
Operating Costs
EBITDA
Depreciation and Amortisation
EBIT
Interest
Income Tax
NPAT (prior to one off fuel tax credit)
314,148
311,134
793
379
314,941
311,513
(285,347)
(283,883)
29,594
27,630
(16,254)
(14,582)
13,340
13,048
(4,482)
(4,516)
(2,692)
(2,603)
6,166
5,929
One off fuel tax credit (net tax and related professional fees)
568
Reported NPAT
Divisional Contributions
Transport
Rural
6,166
6,497
20,123
18,782
3,749
5,148
Lindsay Australia Limited 2015 | Annual Report
Page 12
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OPERATING AND FINANCIAL REPORT (CONTINUED)
2015 REPORTED NET PROFIT AFTER TAX (NPAT) VERSUS 2014
EBITDA improved 4.1% compared with last year’s result largely as a result of improved fleet utilisation within the
transport division. The Rural divisions profit decreased on increased sales due to changes in the composition of stock
sold.
After accounting for depreciation and amortisation the Groups EBIT of $13,340,000 was down 3.7%. The 11.5% increase
in depreciation and amortisation is due to the large increase in property, plant and equipment the company acquired
over the reporting period.
After tax profit before impact of fuel tax claims
6,166
5,929
5,273
After tax impact of fuel tax credit claims
-
568
1,908
NPAT
6,166
6,497
7,181
25
-
25
1,389
-
1,389
2015
2014
2013
2012
2011
Eliminating the benefit of fuel tax credits from prior year results, underlying profitability of the group improved 4.0%
compared to the previous financial year. These figures demonstrate the continued efforts of the Group to improve our
bottom line, through cost saving initiatives and premium service offerings.
NPAT BEFORE PRIOR YEAR FUEL CREDIT CLAIMS
Page 13
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OPERATING AND FINANCIAL REPORT (CONTINUED)
Transport
The Transport division increased profit before tax by 10.5% compared with 2014, after eliminating the fuel credit claims
from prior years. The main driver of the profit improvement was increased Company owned fleet utilisation, cost saving
initiatives, and expansions into new regions. While revenue in gross terms decreased 0.5% the division’s profit margin
improved by 0.9% to 9.1% versus 8.2% in 2014, after eliminating one off tax credits.
NPAT BEFORE PRIOR
YEAR FUEL CREDIT CLAIMS
TRANSPORT REVENUE
*Red line – profit margin
Lindsay Australia Limited 2015 | Annual Report
Page 14
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OPERATING AND FINANCIAL REPORT (CONTINUED)
All customer transport charges are regularly adjusted for changes in fuel prices through a fuel levy. Measuring revenue
net of fuel shows real changes year on year. In 2015 revenue less fuel recovery was up 2.6%, (2015 $211,992,000 and 2014
$206,658,000).
TRANSPORT REVENUE WITH
FUEL RECOVERY
TRANSPORT REVENUE
LESS FUEL RECOVERY
* Circle - Percentage of fuel recovered to total revenue.
Rural
Rural’s sales revenue increased 5.6% from $90,054,000 to $95,080,000. During the year the division sold a greater portion
of lower margin products than the previous year. Cost of goods sold increased 7.43%, (2015 $80,151,000 compared to
2014 $74,610,000) which impacted overall profitability (2015 $3,749,000 compared to 2014 $5,148,000).
The division lost some momentum in the first half year as key suppliers changed and seasonal weather meant growers
were later in the cycle of fertilising and spraying, and then picking. The last quarter saw positive lift in grower uptake of
the new supplier products and a change in mix of goods sold.
Page 15
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OPERATING AND FINANCIAL REPORT (CONTINUED)
RURAL REVENUE
*Red line – gross profit margin
Business strategies and prospects for future years
The Group is looking to increase profitability largely by growing the overall business model and cost management
initiatives.
Continue investing for future growth and sustainability:
Systems that allow real time measurement and decision making
Reduce the transactional costs through improved systems and processes
Further grow our export / import capabilities and capacities
Transport Division:
Increase year round fleet utilisation
Maintaining a low year fleet that delivers optimal efficiency and safe outcomes
Continue to develop hubs in locations that support customers and aggregate loads
Consolidate several sites into one at Acacia Ridge
Rural Division:
Enter new geographies, particularly where the whole Lindsay Solution can add greater value
Sourcing strategy and available lines to customers
Utilise key supplier partnerships to drive further value
Lindsay Australia Limited 2015 | Annual Report
Page 16
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
OPERATING AND FINANCIAL REPORT (CONTINUED)
Risk Management
The consolidated entity takes a proactive approach to risk management. The Board is responsible for ensuring that risks,
and also opportunities, are identified on a timely basis.
The Board adopts the “three lines of defence” model for management of risks and controls:
1. Accountability and ownership of risks within the operation. Implementation of board approved operating plans
and budgets and board monitoring of progress against these budgets, including the establishment and
monitoring of KPIs of both a financial and non-financial nature;
2. Monitor and management of risks. Committees to report on specific business risks including, for example, such
matters as environmental issues and concerns, and occupational health and safety; and
3. Testing and assurance of the risk systems
Risks and uncertainties that could impact future results
External risks include: weather, commodity prices, and regulatory regime particularly with fuel credits.
Strategic risks include: making unsuccessful acquisitions.
Operational risks include: labour force management, fleet safety, and succession planning of key personnel.
Funding and dividends
A final dividend of 1.0 cents per share fully franked has been declared for the year ended 30 June 2015.
An interim dividend for the half year ended 31 December 2014 of 1.1 cents per share fully franked (total $2,799,000) was
paid on 31 March 2015.
In June and July 2015 Lindsay Australia Limited raised $14.7 million to fund expansion of the business. The Group aims
to maintain the dividend year to year and improve where funding and allocation decisions allow. Over the coming year
the Group plans to reduce the payout ratio, while maintaining the dividend, by improving profitability.
Committee Membership
As at the date of this report, the Company has an Audit and Risk Committee, an Environmental and Occupational Health
and Safety Committee, and a Remuneration Committee of the board of Directors. Membership of the committees is as
follows:
Audit & Risk
Remuneration
Environmental & Occupational
Health & Safety
R A Anderson (Chairman)
G D Farrell (Chairman)
J F Pressler (Chairman)
J F Pressler
G D Farrell
J F Pressler
R A Anderson
R A Anderson
G D Farrell
M K Lindsay
Page 17
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
Lindsay Australia Limited 2015 | Annual Report
Page 18
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
DIRECTORS’ REPORT
The directors of Lindsay Australia Limited present their report (including the Remuneration Report) together with the
financial report of the consolidated entity, being Lindsay Australia Limited and its controlled entities, for the year ended
30 June 2015.
Directors
The directors of Lindsay Australia Limited in office at any time during or since the end of the 2015 financial year and
information on the directors (including qualifications and experience and directorships of listed companies held by the
directors at any time in the last three years), is set out on page 8 to10.
The table below outlines the number of directors’ meetings held (including meetings of committees of the Board) and
the number of meetings attended by each of the directors of Lindsay Australia Limited during the financial year.
Directors’ Meetings
Audit & Risk
Committee
Remuneration
Committee
Environmental &
Occupational Health
& Safety Committee
Held*
Attended
Held*
Attended
Held* Attended
Held*
Attended
J F Pressler
M K Lindsay
R A Anderson
G D Farrell
L R Hancock
21
21
21
21
7
21
20
18
16
7
2
-
2
2
1
*Held during the time the Director was a member of the committee/board.
2
-
2
1
1
1
-
1
1
1
1
-
1
1
1
12
12
12
12
7
12
11
11
10
7
Details of director and senior executive remuneration are set out in the Remuneration Report. The particulars of
directors’ interests in shares of the company as at the date of this report are set out on page 21.
Principal Activities
The principal activities and operations of the Group during the financial year were transportation of refrigerated and
general freight, merchandising of rural supplies and export and import of horticultural goods through the new Lindsay
Fresh Logistics division.
Other than as previously referred to in the Annual Report, there were no other significant changes in the nature of the
activities of the consolidated entity during the year.
Consolidated Results
The consolidated operating profit attributable to the company’s shareholders after provision for income tax was
$6,166,000.
Review of Operations
A review of the operations of Lindsay Australia Limited during the financial year and the results of those operations are
set out on 11 to 17.
Significant changes in state of affairs
There were no significant changes in the state of affairs of the consolidated entity during the financial year.
Events subsequent to end of financial year
Other than as disclosed in Note 36 of the financial report and in this Directors’ Report, the Directors are not aware of any
matter or circumstance that has arisen since the end of the financial year and that has significantly affected or may
significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in
subsequent financial years.
Page 19
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
DIRECTORS’ REPORT (CONTINUED)
Likely developments and expected results
In general terms, the review of operations of the Group gives an indication of likely developments and the expected
results of the operations. In the opinion of the directors, disclosure of any further information would likely to result in
unreasonable prejudice to the Group.
Environmental Compliance
The Group’s operations are subject to the National Greenhouse Energy Reporting Act 2007. The Group complies with
this Act. Other than this Act, the Group’s operations are not subject to any particular and significant environmental
regulation under a law of the Commonwealth or of a State or Territory.
Company Secretaries
The Company Secretaries of Lindsay Australia Limited in office at any time during or since the end of the 2015 financial
year and information on the directors (including qualifications and experience and directorships of listed companies held
by the directors at any time in the last three years), is set out on page 10.
Share Options
During the financial year 500,000 performance rights (options) were granted over unissued shares as part of an employee
remuneration contract. The options are exercisable at nil cents each. The options vest over a 3 or 5 year term and have
certain vesting conditions linked to continued employment and performance criteria.
No share option entitles the holder to participate in any share issue of the Group.
Since the end of the financial year up to the date of this report, no options over ordinary shares in Lindsay Australia
Limited have been granted to any person or compensated.
Shares issued on the exercise of options
There were no shares issued pursuant to the exercise of options since the beginning of the financial year up to the date
of this report.
1. INDEMNITIES
Lindsay Australia agrees to indemnify each Director, Officer, and Secretary of the Group and of its Australian based
subsidiaries against any liability:
(a)
to a party other than Lindsay Australia Limited or a related body corporate, but only to the extent that the
liability arises out of conduct in good faith, and
(b) for legal costs incurred in connection with proceedings for relief to the director or secretary under the
Corporations Act 2001 in which the court grants the relief.
The amount payable under the agreement is the full amount of the liability. No liability has arisen under these
indemnities as at the date of this report.
Lindsay Australia Limited has paid a premium to insure each of the Directors against liabilities for costs and expenses
incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director,
other than conduct involving a wilful breach of duty. The amount of the premium was $22,572 inclusive of GST.
2. ROUNDING OF AMOUNTS
The amounts in this report and in the financial report have been rounded to the nearest $1,000 (where rounding is
applicable) under the option available to the Group under ASIC Class Order 98/0100. The Group is an entity to which the
Class Order applies.
Lindsay Australia Limited 2015 | Annual Report
Page 20
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
DIRECTORS’ REPORT (CONTINUED)
3. AUDIT INDEPENDENCE DECLARATION
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is
attached to this report.
Non-Audit Services
The company may decide to employ the auditor on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the company and/or the Group are important.
Details of the amounts paid or payable to the auditor Pitcher Partners for audit and non-audit services provided during
the year are set out below.
The Board of Directors has considered the position and, in accordance with advice received from the audit committee, is
satisfied that the provision of the non-audit services is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001. The Directors are satisfied that the provision of the non-audit services
by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act
2001 for the following reasons:
All non-audit services have been reviewed by the Audit Committee to ensure they do not impact on the
impartially 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.
Pitcher Partners received or is due to receive the following amounts for the provision of non-audit services during the
year ended 30 June 2015:
Tax compliance services
Other services
2015
$
18,800
-
2014
$
21,300
7,500
Interests in Shares of the Company
At the date of this report the interests of current Directors in securities of the Group are as follows:
Director
Ordinary Shares
Director
Ordinary Shares
J F Pressler
M K Lindsay
R A Anderson
2,653,535
11,335,581
376,314
G D Farrell
29,714,076
Page 21
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (AUDITED)
The Remuneration Report details the nature and amount of remuneration for non-executive Directors, the executive
Director and other Key Management Personnel of Lindsay Australia Limited and its controlled entities.
The Remuneration Report is set out under the following main headings:
CONTENTS
PAGE
A. Principles used to determine the nature and amount of remuneration
B. Service agreements
C. Details of remuneration paid to Key Management Personnel
D. Other Transactions with Key Management Personnel
E. Share-based compensation
F. Equity Holdings of Key Management Personnel
G. Loans to Key Management Personnel
H. Additional Information
23
25
25
27
27
27
28
28
The information provided in this Remuneration Report has been audited as required by section 308(3C) of the
Corporations Act 2001.
Lindsay Australia Limited 2015 | Annual Report
Page 22
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (CONTINUED)
A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF
REMUNERATION
Remuneration Philosophy
It is the Group’s objective to provide maximum shareholder benefit from the retention of a high quality board and
executive team by remunerating Directors and executives fairly and appropriately with reference to relevant employment
market conditions and results delivered.
The expected outcomes of the remuneration structure are:
retention and motivation of Directors and executives (key management personnel); and
attraction of quality Directors and executives to the Group.
Remuneration Committee
The board’s Remuneration Committee is responsible for determining and reviewing compensation arrangements for
Directors and executives of the Group. To assist in achieving this objective, the Remuneration Committee takes into
account the nature and amount of executive Directors’ and officers’ emoluments and the Group’s achieved financial and
operational performance when determining and reviewing compensation arrangements.
Remuneration Structure
The structure of non-executive Director and senior management remuneration is separate and distinct.
Non-executive Director Remuneration
Objective
The board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and
retain suitably qualified and experienced Directors, whilst incurring a cost which is acceptable to shareholders.
Structure
The Constitution of the Company and the ASX Listing Rules specify that the aggregate remuneration of non-executive
Directors shall be determined from time to time by a general meeting. An amount not exceeding the amount
determined is then divided between the Directors as agreed. The latest determination was at the General Meeting held
on 19 November 2007 when shareholders approved an aggregate remuneration of $450,000 per year. The actual amount
paid including statutory superannuation during the financial year ended 30 June 2015 was $262,800 (2014: $284,050).
The amount of aggregate remuneration sought (subject to the approval of shareholders) and the manner in which it is
apportioned amongst Directors is reviewed annually. The board considers the fees paid to non-executive Directors of
comparable companies when undertaking the annual review process. There is no scheme to provide retirement benefits,
other than statutory superannuation, to non-executive Directors. No additional fees are paid for board committee
membership.
Details of the nature and amount of the emolument of each Director of the Company for the years ended 30 June 2015
and 30 June 2014 are provided later in this report.
Executive Director and other Key Management Personnel Remuneration
Objective
The Group aims to reward executives with a level and mix of remuneration commensurate with their position and
responsibilities within the Group and results achieved.
The executive pay and reward framework has three components:
Base pay including superannuation and salary package benefits;
Short term incentives aligned to the annual goals; and
Long-term incentives through participation in the Lindsay Australia Limited Employee Option Plan and
performance rights.
Page 23
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (CONTINUED)
The combination of these comprises the Executives’ total remuneration.
Structure
Executives are given the opportunity to receive their base emolument in a variety of forms including cash and fringe
benefits such as motor vehicles, expense payment plans and performance rights. It is intended that the manner of
payment chosen will be optimal for the recipient without creating undue cost for the Group. In the 2015 and 2014
financial years the base emolument and non-monetary payments are not dependent upon the satisfaction of any
performance conditions.
In relation to the payment of bonuses (other than where a bonus provision is included in an executive service contract),
options/performance rights and other incentive payments, discretion is exercised by the board remuneration committee,
having regard to the overall performance of the Group and the performance of the individual during the period. The
executive Director and other key management personnel have the opportunity for participation in the Employee Share
Option Plans. The terms and conditions under the plans which regulate the issue of options/performance rights are:
Total options on issue must not exceed 5% of total shares on issue;
The exercise prices and exercise period are determined by Directors;
The employee must be employed at the commencement of the exercise period or the options will lapse;
During the exercise period the options lapse if an employee resigns or the employee is lawfully terminated;
If an employee dies during the exercise period his estate may exercise the options prior to the expiry date;
If an employee becomes disabled during the exercise period the employee may exercise the options prior to
the expiry date;
If an employee is made redundant during the exercise period the Directors may specify a period not exceeding
the expiry date for the employee to exercise the options.
Details of the nature and amount of remuneration and all monetary and non-monetary components for each key
management personnel during the years ended 30 June 2015 and 30 June 2014 are provided later in this report.
The following persons were Directors of Lindsay Australia Limited during the financial year:
Name
Position
Appointment Date
J F Pressler
M K Lindsay
R A Anderson
G D Farrell
L R Hancock
Chairman (Non-Executive)
8 January 1997
Managing Director and Chief Executive Officer
26 November 1996
Director (Non-Executive)
Director (Non-Executive)
16 December 2002
17 November 2005
Director (Non-Executive) – resigned 29/01/15
13 September 2002
The following persons also had authority and responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly, during the financial year:
Name
Position
Employer
A W Bunker
Commercial Manager Transport
Lindsay Australia Limited
G A Johnston
Chief Financial Officer and Company Secretary
Lindsay Australia Limited
T G Lindsay
General Manager Transport
Lindsay Australia Limited
N King
B Jones
Chief Financial Officer and Company Secretary
Lindsay Australia Limited
General Counsel and Company Secretary
Lindsay Australia Limited
W T Lorenz
General Manager Rural
Lindsay Australia Limited
Lindsay Australia Limited 2015 | Annual Report
Page 24
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (CONTINUED)
B Jones commenced 22 September 2014, N King commenced 5 January 2015, G Johnston retired 31 December 2014.
All other persons were key management personnel during the year ended 30 June 2015.
Use of external consultants
In April 2015, the remuneration committee engaged Hay Group to review its existing salaries of Key Management
Personnel to ensure they were within market. The cost of the engagement was $9,500 for these services.
Hay Group utilised the following approach to the remuneration review for Lindsay Australia.
1. Lindsay Australia provided Position Descriptions or data for roles which had not previously been evaluated.
2. Based on the information gathered from the position descriptions, together with a review of relevant organisational
information, Hay Group evaluated the roles using the Hay Guide Chart Methodology for Job Evaluation.
3. Lindsay Australia’s roles were benchmarked against the Industrial and Service market (a broad based market
comparator).
Hay has not confirmed that they were free from undue influence by members of the group’s key management personnel,
but they have confirmed that all data was benchmarked against external data sources.
Hay was engaged by the CFO, at the request of the remuneration committee and reports were passed directly to the
chair of that committee. Hay personnel did not engage with the remuneration committee directly. The report did not
eventuate in any changes to remuneration above the annual CPI increases. The committee is satisfied that the review
was objective.
Voting and comments made at the Group’s 2014 Annual General Meeting
Lindsay Australia received more than 99% of “yes” votes on eligible votes cast by shareholder present or by proxy on its
remuneration report for the 2014 financial year. The company did not receive any specific feedback at the AGM or
throughout the year on its remuneration practices.
B. SERVICE AGREEMENTS
The Group’s policy is that service contracts for key management personnel are unlimited in term but capable of
termination on four weeks’ notice. The key management personnel are also entitled to receive on termination of
employment their statutory entitlements of accrued annual and long service leave, together with any superannuation
benefits. Short term incentives are based on performance against a key set of performance measures which are aligned
to shareholder outcomes. Long term incentives include a combination of performance measures and tenure.
Compensation levels are reviewed each year to meet the principles of the remuneration policy.
Executive service contract that include any terms that require a bonus payment are for Nathan King and Wolf Lorenz’s
contract which requires both short term and long term incentives to be paid after a qualifying period of service which
extends to 30 June 2015. The Directors may grant a bonus to any employee at their discretion.
C. DETAILS OF REMUNERATION PAID TO KEY MANAGEMENT
PERSONNEL
The persons listed are the only persons to have authority and responsibility for the planning, directing and controlling
the activities of Lindsay Australia Limited and the Group. There are no other executives who are key management
personnel. Amounts disclosed for cash salary, fees and superannuation include amounts accrued during the year in
respect of leave entitlements. Total remuneration expense may vary, as compared to base salary, with the movements in
annual and long service leave.
Page 25
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (CONTINUED)
C. DETAILS OF REMUNERATION PAID TO KEY MANAGEMENT
PERSONNEL (CONTINUED)
Short-term benefits
Long-term
benefits
Post-
employment
benefits
Share based
payments
Total
Directors’ fees
$
Cash salary
and fees
$
Bonus
$
Non-
monetary
benefits
$
Long service
leave
$
Superannuation
$
Options
$
$
Non-executive Directors
J F Pressler (Chairman)
2015
2014
R A Anderson
2015
2014
G D Farrell
2015
2014
L R Hancock(a)
2015
2014
Sub-Total 2015
Sub-Total 2014
53,560
53,560
60,000
60,000
60,000
60,000
40,000
60,000
213,560
233,560
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Executive Director and other key management personnel
M K Lindsay (Managing Director & Chief Executive Officer)
2015
2014
-
-
744,948
735,886
50,000
-
A W Bunker (Commercial Manager Transport)
2015
2014
-
-
Nathan King (Chief Financial Officer)(b)
2015
2014
-
-
172,621
210,190
127,700
-
Broderick Jones (General Counsel & Company Secretary)(c)
2015
2014
-
-
164,153
-
5,000
-
-
-
-
-
G A Johnston (Chief Financial Officer & Company Secretary)(d)
2015
2014
-
-
168,196
319,225
20,000
-
T G Lindsay (Chief Executive Officer – Lindsay Fresh Logistics)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,300
41,907
10,531
10,942
-
-
-
-
4,446
14,458
2015
2014
-
-
314,053
276,848
20,000
-
19,890
19,705
9,630
4,877
W T Lorenz (General Manager Rural)
2015
2014
-
-
355,567
291,167
91,169
-
-
-
-
-
Total 2015
213,560
2,047,238
186,169
233,560
1,833,316
-
19,890
19,705
41,907
72,184
Les Hancock resigned on 29th January 2015. (b) Nathan King commenced 5 January 2015.
Broderick Jones commenced 22 September 2014. (d) Graham Johnston retired on 31st December 2014
Total 2014
(a)
(c)
Lindsay Australia Limited 2015 | Annual Report
34,040
33,840
5,700
5,550
5,700
5,550
3,800
5,550
49,240
50,490
38,885
30,085
34,935
27,470
10,242
-
14,921
-
17,456
38,813
34,368
23,580
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
87,600
87,400
65,700
65,550
65,700
65,550
43,800
65,550
262,800
284,050
851,133
807,878
223,087
248,602
137,942
-
179,074
-
210,098
372,496
397,941
325,010
31,440
15,829
231,487
186,267
45,021
-
523,197
306,996
45,021
2,785,272
-
2,345,032
Page 26
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (CONTINUED)
D. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Amounts recognised as revenues and expenses:
Revenues
Cartage revenue received / receivable from entities associated with GD Farrell
Cartage revenue received / receivable from entities associated with J Pressler
Expenses
Fees for corporate uniform consultancy provided by entities associated with M K Lindsay
Fees for legal services provided by entities associated with LR Hancock
Amounts receivable / payable to key management personnel and their related parties at
balance date
Current receivables – trade debtors
Current payables – trade creditors and accruals
2015
$
1,180,458
4,397,880
5,578,338
9,640
23,659
33,299
908,243
-
The Directors believe transactions with key management personnel were on commercial terms and conditions (unless
otherwise stated). Current receivables and payables are unsecured, to be settled cash and are on the same terms and
conditions as non-related parties as disclosed elsewhere in this report.
E. SHARE-BASED COMPENSATION
Options
Options over shares in Lindsay Australia Limited are granted under the Lindsay Australia Limited Employee Share Option
Plans to provide long term incentives to executives to deliver long-term shareholder returns. In addition, Performance
Rights (options) may be granted to key management personnel as part of a Long Term Incentive Plan (LTIP). The LTIP is
structured as a reward for length of service and is variable depending upon cumulative annual performance. The terms
and conditions of each grant of options affecting performance in the current or a future reporting period are as follows:
Grant Date
Fair Value per
option (cents)
Date vested and
exercisable Date
Expiry Date
Exercise price
Vested
July 2014
July 2014
45.0
45.0
July 2014
July 2014
Sept 2016
Sept 2018
-
-
0%
0%
All of the above grants of options are performance related to provide long-term incentives.
Detail of options over ordinary shares in the company provided as remuneration to each director of Lindsay’s Australia
Limited and each of its key management personnel and other executives of the parent entity and the Group are set out
below. When exercisable, each option is convertible into one ordinary share of Lindsay Australia Limited. Further
information on the options is set out in note 29 to the financial report.
Name
Number of options granted
during the year
Value of options at grant
date (1)
Number of options vested
during the year
W T Lorenz
500,000
45,021
-
1) The value at the grant date calculated in accordance with AASB2 Share-based Payments of options granted during the
year as part of remuneration. The assessed fair value at grant date of options granted to the individuals is allocated
equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above.
Page 27
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (CONTINUED)
E. SHARE-BASED COMPENSATION (CONTINUED)
Fair values at grant date are independently determined using a Black-Scholes option pricing model that takes into
account the exercise price, the terms of the options, the impact of dilution, the share price at grant date and expected
volatility of the underlying share, the expected dividend yield and the risk-free rate for the term of the option.
F. EQUITY HOLDINGS OF KEY MANAGEMENT PERSONNEL
The share and option holdings disclosed for Key Management Personnel are calculated in accordance with AASB 124
Related Party Disclosures. Accordingly, the holdings for each key management person include holdings of the individual
(whether held directly, indirectly or beneficially) as well as the holdings of their related parties (whether held directly,
indirectly or beneficially). As a result, where key management personnel have related parties in common, the holdings of
the related parties may be included in the holdings of all relevant key management personnel, i.e. holdings may be
included more than once in the disclosure.
(i)
(i)
Options provided as remuneration and shares issue on exercise of such options
Options were provided as remuneration and apart of the Long Term Incentive Plan. There were no shares
issued or options exercised during the 2015 and 2014 years.
Option holdings
Option holdings represent one KMP’s portion of a Long Term Incentive Plan. There were no shares issued
or options exercised during the 2015 and 2014 years.
(iii) Share holdings
The number of ordinary shares in the Company held during the financial year and prior year by each
Director of Lindsay Australia Limited and other key management personnel of the Group, including their
personally related parties, are set out below.
2015 Shares
Directors of Lindsay Australia Limited
J F Pressler
M K Lindsay
R A Anderson
G D Farrell
L R Handcock*
Other key management personnel of the Group
A W Bunker
T G Lindsay
N L King
B T Jones
W T Lorenz
G A Johnston*
Balance at
1 July 2014
Net change
other
Balance at
30 June 2015
2,596,913
10,441,872
376,314
29,714,076
2,924,616
408,934
14,098,075
-
-
-
591,085
56,622
893,709
-
-
-
20,127
(37,500)
-
-
-
-
2,653,535
11,335,581
376,314
29,714,076
-
429,061
14,060,575
-
-
-
-
*resigned during the year
All equity transactions with Directors and other key management personnel have been entered into under terms and
conditions no more favourable than those the entity would have adopted if dealing at arm’s length.
No shares were granted as remuneration during the last two financial years.
Lindsay Australia Limited 2015 | Annual Report
Page 28
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
REMUNERATION REPORT (CONTINUED)
G. LOANS TO KEY MANAGEMENT PERSONNEL
There were no loans to key management personnel during the current or prior reporting period.
H. ADDITIONAL INFORMATION
The table below shows for the current financial year and previous four financial years the total remuneration cost of the
key management personnel, earnings per ordinary share (EPS) dividends paid or declared, and the closing price of
ordinary shares on ASX at year end.
Financial Year
Total Remuneration
$
2011
2012
2013
2014
2015
1,848,946
1,747,375
1,779,713
2,345,032
2,785,272
EPS
¢
0.7
-
3.3
2.8
2.4
Dividends
¢
Share Price
¢
0.7
0.7
1.9
2.0
2.1
18.0
17.0
17.5
34.0
45.0
This report is made in accordance with a resolution of the Directors.
John F Pressler
Chairman of Directors
Brisbane, Queensland
26 August 2015
Page 29
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
The Directors
Lindsay Australia Limited
44b Cambridge Street
ROCKLEA QLD 4106
Auditor’s Independence Declaration
As lead auditor for the audit of Lindsay Australia Limited for the year ended 30 June 2015, I declare that, to the
best of my knowledge and belief, there have been:
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in
relation to the audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Lindsay Australia Limited and the entities it controlled during the period.
PITCHER PARTNERS
J. J Evans
Partner
Brisbane, Queensland
26 August 2015
Lindsay Australia Limited 2015 | Annual Report
Page 30
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
Page 31
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CONTENTS
PAGE
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
1. Summary Of Significant Accounting Policies
2. Financial Risk Management
3. Critical Accounting Estimates, Judgements
4. Revenues
5. Other Income
6. Expenses
7. Income Tax
8. Franking Credits / Dividends
9. Cash And Cash Equivalents
10. Trade And Other Receivables
11. Inventories
12. Other Current Assets
13. Available-For-Sale Financial Assets
14. Property, Plant And Equipment
15. Deferred Tax Assets
16. Intangible Assets
17. Trade And Other Payables
18. Borrowings
19. Deferred Tax Liabilities
20. Provisions
21. Other Liabilities
22. Contributed Equity
23. Reserves
24. Retained Profits
25. Cash Flow Information
26. Earnings Per Share
27. Auditor’s Remuneration
28. Key Management Personnel Disclosures
29. Share-Based Payments
30. Subsidiaries
31. Segment Information
32. Deed Of Cross Guarantee
33. Commitments
34. Contingent Liabilities
35. Parent Company Information
36. Subsequent Events
37. Legal Proceedings
Directors’ declaration
Lindsay Australia Limited 2015 | Annual Report
34
35
36
37
38
38
48
52
53
53
53
54
55
56
56
58
58
58
58
59
60
62
62
64
64
64
65
67
67
68
68
69
69
70
71
72
75
77
78
78
79
79
80
Page 32
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
These financial statements cover the consolidated financial statements for the consolidated entity consisting of Lindsay
Australia Limited and its subsidiaries. The financial statements are presented in Australian currency.
Lindsay Australia Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office
and principal place of business is:
Lindsay Australia Limited
44b Cambridge Street
ROCKLEA QLD 4106
A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of
operations and activities in the Directors’ report which is not part of this financial report.
The financial statements were authorised for issue by the Directors on 26 August 2015. The Directors have the power to
amend and reissue the financial statements.
Page 33
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR
ENDED 30 JUNE 2015
Note
2015
$’000
2014
$’000
Revenues
Other Income
Expenses
Changes in inventories
Purchase of inventories
Fuel and oil costs
Repairs and maintenance
Subcontractors
Employee benefits expense
Depreciation and amortisation
Finance costs
Insurance
Registrations
Pallet charges
Operating lease rentals
Professional fees
Bad debt expense
Other expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Basic earnings per share
4
5
6
6
6
6
6
6
7
24
26
Diluted earnings per share
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
26
314,148
311,134
793
379
1,689
(77,662)
(39,786)
(14,029)
(34,310)
(82,874)
(16,254)
(4,482)
(2,181)
(4,220)
(1,843)
(6,993)
(1,889)
(84)
1,963
(73,488)
(40,663)
(13,762)
(49,429)
(73,434)
(14,582)
(4,516)
(1,537)
(3,752)
(1,867)
(5,686)
(1,293)
195
(21,165)
(20,319)
8,858
(2,692)
6,166
-
6,166
Cents
2.4
2.4
9,343
(2,846)
6,497
-
6,497
Cents
2.8
2.8
Lindsay Australia Limited 2015 | Annual Report
Page 34
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT
30 JUNE 2015
Current Assets
Cash And Cash Equivalents
Trade And Other Receivables
Inventories
Current Tax Assets
Other
Total Current Assets
Non-Current Assets
Available-For-Sale Financial Assets
Property, Plant And Equipment
Intangible Assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade And Other Payables
Borrowings
Current Tax Liabilities
Provisions
Other
Total Current Liabilities
Non-Current Liabilities
Borrowings
Deferred Tax Liabilities
Provisions
Other
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed Equity
Reserves
Retained Profits
Total Equity
Note
2015
$’000
2014
$’000
9
10
11
12
13
14
16
17
18
20
21
18
19
20
21
22
23
24
16,159
45,303
15,177
55
5,157
81,851
25
120,289
7,685
127,999
17,152
42,565
13,291
-
4,854
77,862
25
91,792
7,735
99,552
209,850
177,414
26,393
26,557
-
6,327
2,971
26,061
25,213
2,257
5,455
1,402
62,248
60,388
62,740
47,656
2,121
1,284
1,561
2,431
1,133
370
67,706
51,590
129,954
111,978
79,896
65,436
67,475
54,143
536
11,885
79,896
491
10,802
65,436
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Page 35
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30
JUNE 2015
Contributed
equity
$’000
45,040
Share based
payments
reserve
$’000
491
Retained
profits
$’000
Total equity
$’000
9,074
54,605
At 1 July 2013
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners in their capacity as owners
-
-
-
Contributions of equity, net of transactions costs
8,849
Dividends reinvested/(paid) during year
254
-
-
-
-
-
At 30 June 2014
54,143
491
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners in their capacity as owners
-
-
-
-
Contributions of equity, net of transactions costs
12,772
Dividends reinvested /(paid) during year
Employee share schemes – value of employee
services
At 30 June 2015
560
-
67,475
-
-
-
-
-
-
45
536
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
6,497
-
6,497
6,497
-
6,497
-
8,849
(4,769)
10,802
(4,515)
65,436
6,166
-
6,166
-
-
6,166
-
6,166
-
12,772
(5,083)
(4,523)
-
45
11,885
79,896
Lindsay Australia Limited 2015 | Annual Report
Page 36
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE
2015
Cash Flows From Operating Activities
Receipts In The Course Of Operations
Payments In The Course Of Operations
Interest Received
Income Taxes Paid
Finance Costs Paid
Note
2015
$’000
2014
$’000
345,970
340,486
(317,639)
(316,858)
743
(5,179)
(4,387)
765
(2,227)
(4,426)
Net Cash Provided By Operating Activities
25(a)
19,508
17,740
Cash Flows From Investing Activities
Proceeds From Disposal Of Property, Plant And Equipment
Payments For Property, Plant And Equipment
Payments For Intangibles
Net Cash (Used In) Investing Activities
Cash Flows From Financing Activities
Proceeds From Borrowings
Proceeds From Share Placements
Share Issue Transaction Costs
Repayment Of Borrowings
Repayment Of Lease Liabilities
Dividends Paid
Net Cash (Used In) Financing Activities
Increase / (Decrease) In Cash And Cash Equivalents
Cash And Cash Equivalents At Beginning Of Financial Year
Cash And Cash Equivalents At End Of Financial Year
9
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
1,776
1,859
(19,190)
(2,613)
(52)
(17,466)
(51)
(805)
13,594
13,000
(451)
6,556
8,938
(270)
(11,742)
(9,299)
(12,409)
(11,830)
(4,523)
(4,515)
(2,531)
(10,420)
(489)
15,878
15,389
6,515
9,363
15,878
Page 37
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated. The financial statements relate to
the consolidated entity consisting of Lindsay Australia Limited and its subsidiaries.
Basis of Preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards
and interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Lindsay
Australia Limited is a for-profit entity for the purpose of preparing financial statements.
Changes in Accounting Standards and Regulatory requirements
There are a number of new and amended accounting standards issued by the AASB which are applicable for reporting
periods beginning on 1 July 2014. We have adopted all the mandatory new and amended accounting standards issued
that are relevant to our operations and effective for the current reporting period. There was no material impact on the
financial report as a result of the mandatory new and amended accounting standards adopted.
Compliance with IFRS
The consolidated financial statements of the Lindsay Australia also comply with International Financial Reporting
Standards (AIFRS) as issued by the International Accounting Standards Board (IASB).
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the revaluation of
available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through
profit or loss, certain classes of property, plant and equipment and investment property.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to
the financial statements are disclosed in Note 3.
(a) Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Lindsay
Australia Limited (“company” or “parent entity”) as at 30 June 2015 and the results of all subsidiaries for the
year then ended. Lindsay Australia Limited and its subsidiaries together are referred to in the financial report as
the Group or the consolidated entity.
Subsidiaries are all entities (including structured entities) over which the Group has control. The group controls
an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the
date that control ceases. The acquisition method of accounting is used to account for business combinations
of the Group (refer to Note 1(f)).
Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of
the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by the Group.
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(b) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker, who is responsible for allocating resources and
assessing performance of the operating segments, has been identified as the Board of Directors.
(c) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns, trade allowances and duties and taxes paid. Revenue is recognised for the major
business activities as follows:
Revenue from freight cartage and hire and other services is recognised when the services are provided.
Revenue from the sale of goods is recognised when the risks and rewards of ownership have been transferred
which is taken to be upon the delivery of goods to customers.
Rental income from operating leases is recognised in income on a straight-line basis over the lease term.
Interest revenue is recognised on a time proportional basis that takes into account the effective yield on the
financial asset.
(d) Income Tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income
adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax
bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted. The tax rate is applied to the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or liability. An exception is made for certain temporary
differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is
recognised in relation to these temporary differences if they arose in a transaction, other than a business
combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.
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 is recognised in profit and loss, except to the extent that it relates to items recognised
in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity respectively.
Page 39
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(e) Leases
Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards
of ownership are classified as finance leases. Finance leases are capitalised at the lease’s inception at the fair
value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding
rental obligations, net of finance charges, are included in borrowings. Each lease payment is allocated between
the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce
a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant
and equipment acquired under finance leases are depreciated over the estimated useful life of the asset.
Where there is no reasonable certainty that the lessee will obtain ownership, the asset is depreciated over the
shorter of the lease term and the assets useful life.
Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as
lessee are classified as operating leases. Payments made under operating leases (net of any incentives received
from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.
(f) Business combinations
The acquisition method of accounting is used to account for all business combinations regardless of whether
equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary
comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the
Group. The consideration transferred also includes the fair value of any contingent consideration arrangement
and the fair value of any pre-existing equity interest in the subsidiary. Acquisition-related costs are expensed as
incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-
acquisition basis, the group recognises any non-controlling interest in the acquirer either at fair value or at the
non-controlling interest’s proportionate share of the acquirer’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquirer and the
acquisition-date fair value of any previous equity interest in the acquirer over the fair value of the Group’s share
of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of
the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been reviewed,
the difference is recognised directly in profit or loss as a bargain purchase. Where settlement of any part of cash
consideration is deferred, the amounts payable in the future are discounted to their present value as at the date
of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar
borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial
liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
(g) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment. Other assets that are subject to amortisation are tested 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 (cash generating units).
(h) Cash and cash equivalents
For the cash flow statement cash and cash equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value,
Lindsay Australia Limited 2015 | Annual Report
Page 40
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of
financial position.
(i) Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost,
less provision for doubtful debts. Trade and other receivables are due for settlement usually no more than 30 to
60 days from the date of recognition.
Collectability of trade and other receivables is reviewed on an ongoing basis. Debts, which are known to be
uncollectible, are written off. A provision for doubtful receivables is established when there is objective
evidence that the Group will not be able to collect all amounts due according to the original terms of
receivables. The amount of the provision is the difference between the asset’s carrying amount and the present
value of estimated future cash flows, discounted at the original effective interest rate. The amount of the
provision is recognised in profit or loss.
(j) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises cost of purchase and, where
applicable, cost of conversion after deducting trade discounts, rebates and other similar items. Costs are
assigned to individual items of inventory on the basis of weighted average costs. Net realisable value is the
estimated selling price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
(k) Investments and other financial assets
The Group classifies investments in the following categories: financial assets at fair value through profit or loss,
loans and receivables, and available-for-sale financial assets. The classification depends on the purpose for
which the investments were acquired. Management determines the classification of its investments at initial
recognition.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading which are acquired
principally for the purposes of selling in the short term with the intention of making a profit. Derivatives are also
categorised as held for trading unless they are designated as hedges.
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 period end date, which are classified as non-current assets. Loans and receivables are included
in trade and other receivables in the statement of financial position.
Available-for-sale financial assets
Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivates that are
either designated in this category or not classified in any of the other categories. They are included in non-
current assets unless management intends to dispose of the investment within 12 months of the period end
date. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or
determinable payments and management intends to hold them for the medium or long term.
Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair
value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at
fair value and transaction costs are expensed in profit or loss. Financial assets are derecognised when the rights
to receive cash flows from the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
Lindsay Australia Limited 2015 | Annual Report
Page 41
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Available-for-sale financial assets and financial assets at fair value through profit and loss are subsequently
carried at fair value. Loans and receivables are carried at amortised cost using the effective interest method.
When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments
recognised in other comprehensive income are included in profit or loss as gains and losses from investment
securities.
The Group assesses at each period end date whether there is objective evidence that a financial asset or group
of financial assets is impaired. In the case of equity securities classified as available-for-sale, a significant or
prolonged decline in the fair value of a security below its cost is considered in determining whether the security
is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as
the difference between the acquisition cost and the current fair value, less any impairment loss on that financial
asset previously recognised in profit or loss – is reclassified from equity and recognised in profit or loss.
Impairment losses recognised in profit or loss on equity instruments classified as available-for-sale are not
reversed through profit or loss.
(l) Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or
for disclosure purposes.
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading
and available-for-sale securities) is based on quoted market prices at the period end date. The quoted market
price used for financial assets held by the Group is the current bid price; the appropriate quoted market price
for financial liabilities is the current ask price.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined using valuation techniques. The Group uses a variety of methods and makes
assumptions that are based on market conditions existing at each balance date. Quoted market prices or
dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as
estimated discounted cash flows, are used to determine fair value for the remaining financial instruments.
The nominal value less estimated credit adjustments of trade receivables and payables are assumed to
approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by
discounting the future contractual cash flows at the current market interest rate that is available to the Group
for similar financial instruments.
(m) Property, plant and equipment
Property, plant and equipment is 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 Group and the
cost of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss
during the financial period in which they are incurred.
Depreciation of assets is calculated on a diminishing value or straight line method to allocate their cost, net of
their residual values, over their estimated useful lives. The depreciation rates used for each class of depreciable
asset are:
Lindsay Australia Limited 2015 | Annual Report
Page 42
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(m) Property, plant and equipment (Continued)
Classification
Buildings
Leasehold improvements
Plant and equipment
Leased plant and equipment
Rate
2.5-5%
20-30%
8-40%
8-40%
Depreciation Basis
SL
SL/DV
SL/DV
SL/DV
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
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 (Note 1(g)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are
included in profit or loss.
(n) Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net
identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions of subsidiaries
is included in intangible assets. Goodwill acquired in business combinations is not amortised. Instead, goodwill
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 for the purpose of impairment testing. The allocation is made to
those cash-generating units or groups of cash-generating units that are expected to benefit from the business
combination in which goodwill arose, identified according to operating segments.
Software
Software assets have a finite useful life and are carried at cost less accumulated amortisation and impairment
losses. Amortisation is calculated using the straight-line method to allocate the cost of software over its
estimated useful lives of two to three years. The line item in profit or loss in which the amortisation of software is
included is depreciation and amortisation expense.
(o) Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost.
These amounts represent liabilities for goods and services provided to the Group prior to the end of the year
which are unpaid. The amounts are usually unsecured (except for Orora – refer Note 17) and paid within 30 to
60 days of recognition.
(p) Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave
Page 43
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expected to be settled wholly within 12 months after the end of the period in which the employees render the
related service are recognised in respect of employees’ services up to the end of the reporting period and are
measured at the amounts expected to be paid when the liabilities are settled.
The liability for annual leave and accumulating sick leave is recognised in the provision for employee benefits.
All other short-term employee benefit obligations are presented as payables.
Other long-term employee benefit obligations
The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service. They are therefore measured as
the present value of expected future payments to be made in respect of services provided by employees up to
the end of the reporting period using the projected unit credit method. Consideration is given to expected
future wage and salary levels, experience of employee departures and periods of service. Expected future
payments are discounted using market yields at the end of the reporting period of corporate bonds with terms
and currencies that match, as closely as possible, the estimated future cash outflows. Remeasurements as a
result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
Superannuation
The Group makes contributions to defined contribution superannuation funds. Contributions are recognised as
an expense as they become payable.
Share-based payments
Share-based compensation benefits are provided to employees via the Lindsay Australia Limited Employee
Share Option Plans.
The fair value of options granted under Employee Option Plans is recognised as an employee benefits expense
with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair
value of the options granted, which includes any market performance conditions but excludes the impact of any
service and non-market performance vesting conditions and the impact of any non-vesting conditions. Non-
market vesting conditions are included in assumptions about the number of options that are expected to vest.
The total expense is recognised over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number
of options that are expected to vest based on the non-marketing vesting conditions. It recognises the impact of
the revision to original estimates, if any, in profit or loss with a corresponding adjustment to equity.
(q) Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the
redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest
method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting period.
(r) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
Lindsay Australia Limited 2015 | Annual Report
Page 44
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(s) Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of additional ordinary shares that would have been
outstanding assuming the conversion of all dilutive potential ordinary shares.
(t) Dividends
Provision is made for the amount of any dividend declared being appropriately authorised and no longer at the
discretion of the entity, on or before the end of the financial year, but not distributed at balance date.
(u) Financial guarantee contracts
Financial guarantee contracts are recognised as a financial liability at the time the guarantee is issued. The
liability is initially measured at fair value and subsequently at the higher of the amount determined in
accordance with AASB 137 Provisions, Contingent Liabilities and Contingent Assets and the amount initially
recognised less cumulative amortisation, where appropriate. The fair value of financial guarantees is
determined as the present value of the difference in net cash flows between the contractual payments under
the debt instrument and the payments that would be required without the guarantee, or the estimated amount
that would be payable to a third party for assuming the obligations.
(v) GST
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as
part of the cost of acquisition of an asset or as part of an item of expense; or
For receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables.
(w) Rounding of amounts
The company is of a kind referred to in Class Order 98/0100 issued by the Australian Securities and Investments
Commission relating to the “rounding off” of amounts in the financial report. Amounts in the financial report
have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases,
to the nearest dollar.
(x) New accounting standards and interpretations
Relevant accounting standards and interpretations that have recently been issued or amended but are not yet
effective and have not been adopted for the year are as follows:
Page 45
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Standard/Interpretation
AASB 9 Financial Instruments – revised and consequential amendments to other
accounting standards resulting from its issue
Application
date of
standard
Application
date for the
Group
1 Jan 2018
1 Jul 2018
AASB 15 Revenue from Contracts with Customers and consequential amendments to
other accounting standards resulting from its issue
1 Jan 2018
1 Jul 2018
AASB 2014-3 Amendments to Australian Accounting Standards – Accounting for
Acquisitions of Interests In Joint Operations
1 Jan 2016
1 Jul 2016
AASB 2014-4 Clarification of Acceptable Methods of Depreciation and Amortisation
1 Jan 2016
1 Jul 2016
AASB 2014-9 Amendments to Australian Accounting Standards – Equity Method in
Separate Financial Statements
1 Jan 2016
1 Jul 2016
AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contributions
of Assets between an Investor and its Associate or Joint Venture
1 Jan 2016
1 Jul 2016
AASB 2015-1 Amendments to Australian Accounting Standards – Annual Improvements
to Australian Accounting Standards 2012-2014 Cycle
1 Jan 2016
1 Jul 2016
AASB 2015-2 Amendments to Australian Accounting Standards – Disclosure Initiative:
Amendments to AASB101
1 Jan 2016
1 Jul 2016
AASB 2015-3 Amendments to Australian Accounting Standards Arising from the
Withdrawal of AASB1031 Materiality
1 Jul 2015
1 Jul 2015
AASB 2015-5 Amendments to Australian Accounting Standards – Investment Entities:
Applying the Consolidation Exemption
1 Jul 2015
1 Jul 2015
The Directors anticipate that the adoption of these Standards and Interpretations in future years may have the
following impacts:
AASB 9 – This revised standard provides guidance on the classification and measurement of financial assets,
which is the first phase of a multi-phase project to replace AASB 139 Financial Instruments: Recognition and
Measurement. Under the new guidance, a financial asset is to be measured at amortised cost only if it is held
within a business model whose objective is to collect contractual cash flows and the contractual terms of the
asset give rise on specified dates to cash flows that are payments solely of principal and interest (on the
principal amount outstanding). All other financial assets are to be measured at fair value. Changes in the fair
value of investments in equity securities that are not part of a trading activity may be reported directly in equity,
but upon realisation those accumulated changes in value are not recycled to the profit or loss. Changes in the
fair value of all other financial assets carried at fair value are reported in the profit or loss. The Group is yet to
assess the impact of the new standard. In the second phase of the replacement project, the revised standard
incorporates amended requirements for the classification and measurement of financial liabilities. The new
requirements pertain to liabilities at fair value through profit or loss, whereby the portion of the change in fair
value related to changes in the entity’s own credit risk is presented in other comprehensive income rather than
profit or loss. There will be no impact on the Group’s accounting for financial liabilities, as the Group does not
have any liabilities at fair value through profit or loss. Recent amendments as part of the project introduced a
new hedge accounting model to simplify hedge accounting requirements and more closely align hedge
accounting with risk management activities. There will be no impact on the Group’s accounting, as the Group
does not utilise hedge accounting.
Lindsay Australia Limited 2015 | Annual Report
Page 46
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
IFRS 15 – This new standard replaces AASB 118 and AASB 111. It contains a single model that applies to
contracts with customers and two approaches to recognising revenue. The model features a contract-based
five step analysis of transactions to determine whether, how much and when revenue is recognised. Initial
investigations into the standard show there will be no impact from the standard on significant contacts. The
Group is yet to assess the full impact of the new standard.
AASB 2014-3 – This amendment to AASB 1 and AASB 11 sets out the business combination accounting
required to be applied to acquisitions of interests in a joint operation that meets the definition of a business.
This will not apply to Lindsay Australia’s assets or recent acquisitions.
AASB 2014-4 – These amendments to AASB116 and AASB138 introduce a rebuttable presumption that the
use of revenue-based depreciation/amortisation methods for intangible assets is inappropriate and for
property, plant and equipment it cannot be used. There will be no impact on the Group’s accounting as it does
not use revenue-based depreciation/amortisation methods.
AASB 2014-9 – These amendments to AASB 127, ASSB 1 and AASB 128 allow entities to use the equity
method of accounting for investments in subsidiaries joint ventures and associates in their separate financial
statements. There is no impact from this standard.
AASB 2014-10 – These amendments clarify the accounting treatment for sales or contributions of assets
between an investor and its associates or joint ventures. They confirm that the accounting depends on whether
the contributed assets constitute a business or an asset. There is no impact from this standard.
AASB 2015-1 – These amendments introduce minor changes to various AASBs. The Group does not expect
the new standard to have a significant impact on its disclosures.
AASB 2015-2 – These amendments to AASB 101 clarify a number of presentation issues and highlight that
preparers are permitted to tailor the format and presentation of the financial statements to their circumstances
and the needs of the users. The Group does not expect the new standard to have a significant impact on its
disclosures.
AASB 2015-5 – These amendments exempt investment entities from consolidating controlled investees.
Controlled investees will be accounted for at fair value through profit and loss, except in limited circumstances.
There will be no impact on the Group as it does not meet the definition of an investment entity.
Other than as noted above, the adoption of the various Australian Accounting Standards and Interpretations
and IFRSs on issue but not yet effective will not impact the Group’s accounting policies. However, the
pronouncements may result in changes to information currently disclosed in the financial statements. The
Group does not intend to adopt any of these pronouncements before their effective dates.
(y) Parent entity financial information
The financial information for the parent entity, Lindsay Australia Limited, disclosed in Note 35 has been
prepared on the same basis as the consolidated financial statements, except as set out below.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the financial statements of Lindsay Australia Limited.
Page 47
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Tax Consolidated legislation
Lindsay Australia Limited and its wholly-owned Australian controlled entities have implemented the tax
consolidated legislation.
The head entity, Lindsay Australia Limited, and the controlled entities in the tax consolidated group account for
their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone tax payer in its own right.
In addition to its own current and deferred tax amounts, Lindsay Australia Limited also recognises the 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 consolidated group.
The entities have also entered into a tax funding agreement under which the whole-owned entities fully
compensate Lindsay Australia Limited for any current tax payable assumed and are compensated by Lindsay
Australia Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused
tax credits that are transferred to Lindsay Australia Limited under the tax consolidation legislation. The funding
amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial
statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice
from the head entity, which is issued as soon as practicable after the end of each financial year. The head entity
may also require payment of interim funding amounts to assist with its obligations to pay tax instalments.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as
current amounts receivable from or payable to other entities in the Group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding
agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.
Financial guarantees
Where the parent entity has provided financial guarantees in relation to loans and payables of subsidiaries for
no compensation, the fair values of these guarantees are accounted for as contributions and recognised as part
of the cost of the investment.
(z) General
Lindsay Australia Limited is a public company limited by shares, incorporated and domiciled in Australia. Its
registered office and principal place of business is:
Lindsay Australia Limited
44b Cambridge Street
ROCKLEA QLD 4106
2. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and
price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group
uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity
analysis in the case of interest rate, foreign exchange and other price risks, and aging analysis for credit risk.
Lindsay Australia Limited 2015 | Annual Report
Page 48
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. FINANCIAL RISK MANAGEMENT (CONTINUED)
Risk management is undertaken by senior management and the board of Directors. Monthly reports of financial assets
and financial liabilities including undrawn facilities, analysis and details of significant and/or overdue debtors are
provided to the board of Directors for review.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents (1)
Trade and other receivables (1)
Available-for-sale financial assets
Financial liabilities
Trade and other payables (2)
Borrowings (2)
1.
2.
Loans and receivables category
Financial liabilities at amortised cost category
Assets pledged as security
Refer to Note 18 for information on assets pledged as security.
(a) Market risk
2015
$’000
2014
$’000
16,159
45,303
25
61,487
26,393
89,297
115,690
17,152
42,565
25
59,742
26,061
72,869
98,930
Foreign exchange risk
The Group does not operate internationally. The Group purchases approximately $5.3 million (6.5%) (2014 -
$4.3 million (5.7%)) of its inventory from overseas sources in overseas currency. The Group is exposed to
foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, during
the interval, usually not greater than 90 days, between purchase and settlement. Selling prices can also be
adjusted to cover price movements. The Group’s exposure to foreign exchange movements at 30 June 2015
and 30 June 2014 is not significant.
Price risk
The Group is exposed to equity security price risk on unlisted available-for-sale financial assets. The price risk
for the unlisted securities at 30 June 2015 and 30 June 2014 is not significant.
Interest rate risk
The Group’s main interest rate risk arises from borrowings, cash and debtors. Borrowings issued at variable
rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair
value interest rate risk. During 2015 and 2014, the Group’s borrowings at variable rate were denominated in
Australian Dollars. The Group’s policy is to fix the rates for plant and equipment purchases at the time of
purchase or leasing. The Group has no significant interest-bearing assets other than cash and debtors. The
Group charges interest on debtor balances that extend beyond agreed terms. Interest is based on fixed loan
rates.
The Group’s cash flow interest rate risk primarily relates to variable rate financial instruments such the bank
overdraft, and other variable rate loans. The proportion of variable rate borrowings to total borrowings of the
Page 49
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. FINANCIAL RISK MANAGEMENT (CONTINUED)
Group is 16.9% (2014: 8.3%). The increase is due to the increase in bank bills payable for funding of new land.
The Group monitors its interest rate exposure against movements in market interest rates and future interest
rate expectations.
No hedging instruments are used.
As at the reporting date, the Group had the following financial instruments subject to variable interest rates
outstanding:
Weighted Average Interest Rate
Cash and cash equivalents
Borrowings
Bank overdraft
Bank bills
Other loans
2015
%
1.2
4.4
-
3.7
2014
%
2.7
8.5
4.4
3.9
2015
$’000
2014
$’000
16,159
17,152
770
-
2,250
3,020
1,274
2,494
2,250
6,018
At 30 June 2015, if interest rates had changed by +/-1% from the year-end rates, with all other variables held
constant, after-tax profit for the year would have been $108,000 lower/higher (2014 – change of 1%: $78,000
lower/higher), mainly as a result of higher/lower interest expense from borrowings and higher/lower interest
income from cash and cash equivalents.
(b) Credit risk
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, and deposits with
trading banks, as well as credit exposures to customers, including outstanding receivables and committed
transactions. For customers risk control assesses the credit quality of the customer, taking into account its
financial position, past experience and other factors such as credit reports. Individual risk limits are set based
on credit worthiness and sales expectations. The compliance with credit limits by customers is regularly
monitored by management. The Group has significant concentrations of credit risk as detailed below. The
Group has policies in place to ensure that sales of products and services are made to customers with an
appropriate credit history. Outstanding receivables in excess of $50,000 per customer are reviewed monthly by
the board of Directors.
The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as
summarised above.
There are a number of individually significant receivables. These include Government fuel rebates/subsidies
receivable (refer Note 10) of $611,000 (2014: $522,000).
At 30 June 2015 the largest 10 debtors comprised approximately 36% (2014: 37%) of total trade debtors (the
largest individual debtor alone comprised 7% (2014: 8%) of trade debtors). A majority of the trade debtors are
involved in the rural industry in Queensland, New South Wales, Victoria, and South Australia - approximately
64% (2014: 67%).
Lindsay Australia Limited 2015 | Annual Report
Page 50
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. FINANCIAL RISK MANAGEMENT (CONTINUED)
At balance date cash was held with the Group’s banker and principal financier Westpac Banking Corporation.
(c) Liquidity risk
Liquidity risk is managed by maintaining sufficient cash and the availability of funding, through adequate
amount of at call committed credit facilities, to meet obligations when due. The Group manages liquidity risk
by continuously monitoring cash flows and the maturity profiles of financial assets and liabilities. Surplus funds
are only invested in deposits with trading banks. The Group maintains un-drawn limits on equipment facilities.
Financing arrangements
The Group had access to the following undrawn borrowing facilities at the reporting date:
Available facilities
Bank overdraft
Bank bills
Bank loans
Bank & Other equipment finance facilities
Amounts utilised
Bank overdraft
Bank bills
Bank loans
Bank & Other equipment finance facilities
Unused facilities
2015
$’000
5,000
-
15,570
98,000
(770)
-
(12,110)
(74,166)
31,524
2014
$’000
5,000
2,505
3,803
81,800
(1,274)
(2,505)
(3,803)
(63,048)
22,478
Bank overdraft
The bank overdraft facility is subject to annual review, may be drawn at any time and may be terminated by the
bank without notice. The interest rate is variable and is based on prevailing market rates.
Bank bills
During the 2015 financial year the Bank bills facility was rolled into the Bank loans facility to reduce
administration costs at no change in the maturity profile. See also Note 18(a).
Bank loans
Bank loans are generally repayable by monthly instalments of principal and interest over periods of between 12
months and 5 years. The facilities are subject to annual review.
Equipment finance facilities
The consolidated entity is able to draw on these facilities for the acquisition of plant and equipment (by way of
finance lease). Generally:
The facilities are subject to periodic review;
Fixed monthly repayments of principal and interest are arranged over the term of the agreement at
the date of each draw; and
The liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event
of default.
Page 51
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. FINANCIAL RISK MANAGEMENT (CONTINUED)
Maturities of financial liabilities
The tables below analyse the Group’s financial liabilities into relevant maturity groupings based on the
remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are
the contractual undiscounted cash flows.
Within 1
year
$’000
Between 1
and 2 years
$’000
Between 2
and 5 years
$’000
Greater
than 5 years
$’000
Total
contractual
cash flows
$’000
Carrying
Amount
liabilities
$’000
At 30 June 2015
Trade Payables
Borrowing (excluding finance leases)
Finance Leases
Total
At 30 June 2014
Trade Payables
Borrowing (excluding finance leases)
Finance Leases
Total
26,393
11,053
18,642
56,088
26,061
14,443
14,120
54,624
-
4,205
20,476
24,681
-
5,001
14,457
19,458
-
8,987
34,076
43,063
-
2,955
29,081
32,036
-
156
-
156
-
-
-
-
26,393
24,401
73,194
26,393
22,652
66,644
123,988
115,689
26,061
22,399
57,658
106,118
26,061
21,293
51,576
98,930
(d) Fair value estimation
The fair value of financial assets and financial liabilities must be recognised for recognition and measurement or
for disclosure purposes. The Group has no significant financial assets or liabilities measured and recognised at
fair value in the financial statements at year end.
The carrying amounts less impairment provision of trade receivables and payables are assumed to approximate
their fair values due to their short-term nature.
The net fair value of financial assets and financial liabilities including lease liabilities approximate their carrying
amounts.
3. CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable
under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Lindsay Australia Limited 2015 | Annual Report
Page 52
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. CRITICAL ACCOUNTING ESTIMATES, JUDGEMENTS (CONTINUED)
Estimated impairment of goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated
in Note 1(n). The recoverable amounts of cash generating units have been determined based on value-in-use
calculations. These calculations require the use of assumptions. Refer to Note 16 for details of these assumptions.
4. REVENUES
Sales revenue
Freight cartage
Sale of goods
Other revenue
Insurance recoveries
Rents and sub-lease rentals
Interest
Other
5. OTHER INCOME
Net gain on disposal of property, plant and equipment
6. EXPENSES
Profit before income tax includes the following specific expenses:
Cost of goods sold
Fuel and oil costs
During the year the Group made claims for additional fuel tax credits
principally in respect of diesel used in operation of fridge motors on
refrigerated trailers dating back to 1 July 2006. The fuel tax credits were
accounted for as a reduction of fuel and oil costs. In determining the claims
for the additional fuel tax credits the Group incurred professional fees.
Fuel and oil
Fuel tax credit claims - July 2006 to September 2012
Total fuel and oil costs
Professional fees
Professional fees incurred in respect of the fuel tax credit claim
Other professional fees
Total professional fees
Page 53
2015
$’000
2014
$’000
215,984
93,945
309,929
218,796
89,284
308,080
247
215
743
372
206
765
3,014
1,711
314,148
311,134
2015
$’000
793
2014
$’000
379
2015
$’000
2014
$’000
75,973
71,525
39,786
-
39,786
-
1,889
1,889
41,745
(1,082)
40,663
271
1,022
1,293
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. EXPENSES (CONTINUED)
Depreciation
Freehold buildings
Plant and equipment
Leasehold improvements
Amortisation
Plant and equipment under finance lease
Computer software
Total depreciation and amortisation
Defined contribution superannuation expense
Impairment losses – trade receivables and loan receivables
Impairment losses – inventory
Rental expenses relating to operating leases
Minimum lease payments
7. INCOME TAX
(a) Income tax expense
Current tax
Deferred tax
Under (over) provision in prior years
Deferred tax is attributable to:
(Increase) decrease in deferred tax assets (Note 15)
Increase (decrease) in deferred tax liabilities (Note 19)
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax
Tax at the Australian tax rate of 30% (2013: 30%)
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
Share based payments
Sundry items
Under (over) provision in prior years
Income tax expense
(c) Tax losses
2015
$’000
2014
$’000
61
7,268
286
8,537
102
16,254
5,112
85
(24)
-
41
6,970
14
7,387
170
14,582
4,328
(182)
28
-
6,993
5,686
2015
$’000
2,805
(113)
-
2,692
(153)
40
(113)
8,858
2,658
14
20
2,692
-
2,692
2014
$’000
2,990
(151)
7
2,846
(147)
(4)
(151)
9,343
2,803
-
36
2,839
7
2,846
Unused tax losses for which deferred tax assets have not been recognised at 30%
All unused and unrecognised tax losses were incurred by Australian entities and comprise capital losses.
263
263
Lindsay Australia Limited 2015 | Annual Report
Page 54
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. FRANKING CREDITS / DIVIDENDS
2015
$’000
2014
$’000
Franking credits
Franking credits available for subsequent financial years based on a tax rate of
30% (2014: 30%)
4,242
2,443
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
(i)
(ii)
(iii)
Franking credits that will arise from the payment of the amount of the provision for income tax;
Franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
Franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
The impact on the franking account of the dividend recommended by the Directors since year end, but not recognised
as a liability at year end, will be a reduction in the franking account of $1,217,000 (2014 - $870,000).
Dividends paid
Interim dividend for the year ended 30 June 2015 of 1.1 cents per share fully
franked (at 30%) paid in full on 31 March 2015. (2014: 1.1 cents per share fully
franked (at 30%) paid in full on 31 March 2014 fully franked (at 30%).
Interim dividends paid in cash or satisfied by the issue of shares under the dividend
re-investment plan during the years ended 30 June 2015 and 2014 were as follows:
Paid in cash
Satisfied by issue of shares
Final dividend for the year ended 30 June 2014 of 0.9 cents per share fully franked
(at 30%) paid on 30 September 2014 (2013 – 0.9 cents per share fully franked (at
30%) paid in full on 30 September 2013).
Final dividend out of prior year’s profits paid in cash or satisfied by the issue of
shares under the dividend re-investment plan during the years ended 30 June 2014
and 2013 were as follows:
Paid in cash
Satisfied by issue of shares
Dividends not recognised at year end
In addition to the above dividends, since year end the Directors have
recommended the payment of a final dividend of 1.0 cents per share fully franked
fully franked based on tax paid at 30% (2014: 0.9 cents per share fully franked (at
30%) paid in full on 30 September 2014).
2,799
2,783
2,489
310
2,799
2,650
133
2,783
2,284
1,985
2,034
250
2,284
1,865
121
1,986
2,840
2,284
Page 55
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. CASH AND CASH EQUIVALENTS
Cash at bank and on hand
Reconciliation of cash and cash equivalents
Cash and cash equivalents at the end of the financial year as shown in the
statement of cash flows is reconciled to items in the statement of financial position
as follows:
Cash and cash equivalents
Bank overdrafts
The Group’s exposure to interest rate risk is discussed in Note 2.
10. TRADE AND OTHER RECEIVABLES
Current
Trade receivables
Provision for impairment of receivables
Fuel rebates/subsidies
Future GST recoverable
Other receivables
2015
$’000
2014
$’000
16,159
17,152
16,159
(770)
15,389
17,152
(1,274)
15,878
2015
$’000
2014
$’000
43,465
41,096
(19)
(76)
43,446
41,020
611
458
788
522
502
521
45,303
42,565
Trade receivables are generally due for settlement within 30 days and are therefore classified as current assets.
Trade and other receivables are generally unsecured, non-interest bearing and due 30 to 90 days from date of
recognition, except as otherwise noted.
Other receivables generally arise from transactions outside the usual operating activities of the Group.
(a) Impaired trade receivables
As at 30 June 2015 current trade receivables of the Group with a nominal value of $20,000 (2014 - $84,000) were
impaired. The amount of the provision was $19,000 (2014 - $76,000). The GST component of the receivables is
not considered impaired as this is refundable. The majority of the individually impaired receivables relate
mainly to customers in the rural industry sector who are experiencing difficulties as a result of seasonal factors.
The ageing of these receivables is as follows:
1 to 2 months
3 to 4 months
Over 4 months
Lindsay Australia Limited 2015 | Annual Report
2015
$’000
2
1
16
19
2014
$’000
7
6
63
76
Page 56
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. TRADE AND OTHER RECEIVABLES (CONTINUED)
Movements in the provision for impairment of receivables are as follows:
At 1 July
Provision for impairment recognised/(reversed) during the year
Receivables written off during the year as uncollectible
At 30 June
2015
$’000
76
(84)
27
19
2014
$’000
258
(170)
(12)
76
The creation and release of the provision for impaired receivables has been included in “bad debt expense” in
the statement of comprehensive income. Amounts charged to the allowance account are generally written off
when there is no expectation of recovering additional cash.
(b) Past due but not impaired
As of 30 June 2015 trade receivables of $11,868,000 (2014 - $11,061,000) were past due but not impaired. These
relate to a number of independent customers for whom there is no recent history of default. The ageing history
of these trade receivables is as follows:
1 to 2 months
3 months
Greater than 3 months
2015
$’000
9,560
530
1,778
2014
$’000
9,435
554
1,072
11,868
11,061
The other classes within trade and other receivables do not contain impaired assets and are not past due.
Based on the credit history of these classes it is expected that these amounts will be received when due. Of the
past due but not impaired receivables approximately 64% (2014: 78%) have been received within one month of
end of year. The Group does not hold any collateral in relation to these receivables.
(c) Foreign exchange and interest rate risk
There are no receivables denominated in foreign currencies. No interest is charged on trade debtors except
for certain debtors who pay late and are charged interest at rates between 1% and 1.5% per month by
agreement.
(d) Fair value and credit risk
Due to the short-term nature of these receivables their carrying amount is assumed to approximate their fair
value. The maximum exposure to credit risk at the reporting date is the carrying amount of each class of
receivable mentioned above. Refer Note 2 for more information on the risk management policy of the Group
and on the credit quality of the entity’s trade receivables.
Page 57
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. INVENTORIES
Raw materials and stores – at cost
Finished goods – at cost
Provision for obsolescence
Of the above inventory, raw materials and stores are expensed and not charged to cost of sales.
12. OTHER CURRENT ASSETS
Prepayments
13. AVAILABLE-FOR-SALE FINANCIAL ASSETS
Unlisted equity securities
Unlisted equity securities are traded in inactive markets.
14. PROPERTY, PLANT AND EQUIPMENT
Freehold Land and Buildings
Land - at cost
Buildings - at cost
Accumulated depreciation
Leasehold Improvements
At cost
Accumulated depreciation
Total leasehold improvements
Total property
Plant and Equipment
Plant and equipment
At cost
Accumulated depreciation
Plant and equipment under finance lease
At cost
Accumulated amortisation
Total plant and equipment
Total property, plant and equipment
Lindsay Australia Limited 2015 | Annual Report
2015
$’000
2,762
12,619
15,381
(204)
15,177
2015
$’000
5,157
2015
$’000
25
2015
$’000
5,601
7,869
(227)
13,243
5,097
(749)
4,348
17,591
99,869
(71,591)
28,278
97,258
(22,838)
74,420
102,698
120,289
2014
$’000
2,565
10,954
13,519
(228)
13,291
2014
$’000
4,854
2014
$’000
25
2014
$’000
2,394
1,588
(166)
3,816
595
(224)
371
4,187
101,615
(73,411)
28,278
79,451
(20,050)
59,401
87,605
91,792
Page 58
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
Movements in carrying amounts
Movements in the carrying amounts for each class of property, plant and equipment are shown below.
Freehold
Land
$’000
Buildings
$’000
Leasehold
Improve-
ments
$’000
Plant &
Equipment
$’000
Plant &
Equipment
Under Finance
Lease
$’000
Total
$’000
2,043
1,463
385
29,998
53,905
87,794
351
-
-
-
2,394
3,207
-
-
-
-
-
-
(41)
(14)
2,262
(847)
3,761
(6,970)
17,277
(633)
(3,761)
(7,387)
1,422
371
28,204
59,401
6,281
4,502
(61)
(239)
(286)
5,200
(2,051)
4,193
(7,268)
27,479
31
(3,954)
(8,537)
19,890
(1,480)
-
(14,412)
91,792
46,669
(2,020)
-
(16,152)
5,601
7,642
4,348
28,278
74,420
120,289
Carrying amount at 30
June 2013
Additions
Disposals
Transfers
Depreciation/amortisation
Carrying amount at 30
June 2014
Additions
Disposals
Transfers
Depreciation/amortisation
Carrying amount at 30
June 2015
Assets pledged as security. Refer to Note 18 for information on assets pledged as security.
15. DEFERRED TAX ASSETS
The balance comprises temporary differences attributable to:
Impaired receivables
Employee benefits
Depreciation and amortisation
Payables
Other
Stock obsolescence
Sundry items
Total deferred tax assets
Set-off of deferred tax liabilities pursuant to set-off provisions (refer Note 19)
Net deferred tax assets
2015
$’000
6
2,283
88
325
2,702
15
193
208
2,910
(2,910)
-
2014
$’000
23
1,977
83
341
2,424
15
121
136
2,560
(2,560)
-
Page 59
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
15. DEFERRED TAX ASSETS (CONTINUED)
Movements
At 30 June 2013
(Charged) /credited to profit or
loss
Credited to equity
Over provision in prior years
At 30 June 2014
(Charged) /credited to profit or
loss
Liabilities transferred
Credited to equity
Over provision
At 30 June 2015
Tax
losses
$’000
-
Employee
Benefits
$’000
1,757
Impaired
receivables
$’000
77
Deprec
& Amort
$’000
91
Payables
$’000
310
Other
$’000
71
Total
$’000
2,306
(26)
-
26
-
-
-
-
-
-
220
-
-
1,977
232
74
-
-
2,283
(54)
-
-
23
(17)
-
-
-
6
(8)
-
-
83
5
-
-
-
31
-
-
341
(16)
-
-
-
88
325
(16)
81
-
147
81
26
136
2,560
(51)
-
135
(12)
208
153
74
135
(12)
2,910
16. INTANGIBLE ASSETS
Computer software
Accumulated amortisation
Goodwill
Accumulated impairment
Total intangible assets
2015
$’000
2,217
(2,093)
124
11,138
(3,577)
7,561
7,685
(a) Movements in carrying amounts
Movements in the carrying amounts for each class of intangible asset are shown below.
Carrying amount at 30 June 2013
Additions – acquired separately
Amortisation
Carrying amount at 30 June 2014
Additions – acquired separately
Amortisation
Carrying amount at 30 June 2015
Computer
Software
$’000
293
51
(170)
174
52
(102)
124
Goodwill
$’000
7,561
-
-
7,561
-
-
7,561
2014
$’000
2,164
(1,990)
174
11,138
(3,577)
7,561
7,735
Total
$’000
7,854
51
(170)
7,735
52
(102)
7,685
Lindsay Australia Limited 2015 | Annual Report
Page 60
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
16. INTANGIBLE ASSETS (CONTINUED)
(b) Impairment tests for goodwill
Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to the business
segments. The carrying amount of goodwill is attributable to the Rural segment.
The group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a
cash generating unit (CGU) is determined based on value-in-use calculations which require the use of
assumptions. The calculations use cash flow projections based on financial budgets approved by management
covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated
growth rates stated below.
(c) Key assumptions used for value-in-use calculations
Gross margin *
Growth rate **
Discount rate***
2015
%
17.4
2014
%
18.4
2015
%
2.0
2014
%
3.5
2015
%
9.6
2014
%
9.4
Rural CGU
* Budgeted gross margin
** Long-term growth rate used to extrapolate cash flows beyond the budget period
*** In performing the value-in-use calculations for the Rural CGU, the company has applied pre-tax discount rates to discount the forecast future attributable pre-tax cash flows
Assumption
Budgeted gross margin:
Long-term growth rate:
Pre-tax discount rate:
Approach used to determining values
Based on past performance and management’s expectations for the future
This is the weighted average growth rate used to extrapolate cash flows beyond
the budget period and are based off managements estimate of both price and
volume increases.
Reflect specific risks relating to the relevant segments and the countries in which
they operate.
(d) Impact of possible changes in key assumptions
A sensitivity analysis was performed on key assumptions which included reducing the gross margin from 17.4%
to 16.4%, the growth rate down to 1% and increasing the discount rate from 9.6% to 10.6%. All scenarios were
tested separately and in conjunction and under all scenarios tested none resulted in an impairment.
(e) Assets pledged as security
Refer to Note 18 for information on current assets pledged as security.
Page 61
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
17. TRADE AND OTHER PAYABLES
Trade payables
2015
$’000
2014
$’000
26,393
26,061
A major supplier, Orora Limited, has a registered charge over the assets of Lindsay Rural Pty Ltd up to a
maximum amount of $3,200,000 (2014: $3,200,000). At balance date the amount payable to Orora Limited was
$411,000 (2014: $2,670,000).
18. BORROWINGS
Current
Secured
Bank overdraft
Bills payable
Lease liabilities
Bank loans
Total secured current borrowings
Unsecured
Other loans
Total unsecured current borrowings
2015
$’000
2014
$’000
770
-
15,827
7,710
24,307
2,250
2,250
1,274
311
11,519
12,109
25,213
-
-
Total current borrowings
26,557
25,213
Non-current
Secured
Bills payable
Lease liabilities
Bank loans
Total secured non-current borrowings
Unsecured
Other loans
Total unsecured non-current borrowings
-
50,818
11,922
62,740
2,183
40,056
3,167
45,406
-
-
2,250
2,250
Total non-current borrowings
62,740
47,656
Lindsay Australia Limited 2015 | Annual Report
Page 62
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
18. BORROWINGS (CONTINUED)
(a) Bank overdraft, bills payable and bank loans
The bank overdraft and bank loans are secured by guarantees by all companies in the consolidated entity
supported by mortgages over all the consolidated entity’s property and other assets.
At the reporting date the Group had no bills payable (2014: $2,505,000).
The allocation between current and non-current is as follows:
Current
Face value
Less discount
Non-current
Face value
Less discount
2015
$’000
-
-
-
-
-
-
2014
$’000
312
(1)
311
2,193
(10)
2,183
(b) Lease liabilities
Lease liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of
default. Certain of the lease liabilities are also secured by guarantees by entities in the consolidated entity, as
well as by mortgages/charges over the property and other assets.
(c) Other loans
Other loans consist mainly of a loan from Orora Limited (Orora) which was provided in 2009 pursuant to a
Distribution Agreement. The interest rate payable on the loan is the 90 day bank bill rate plus 1.0% per
annum. The agreement was terminated during the reporting period and currently forms part of legal dispute
with Orora and is classified as current until the dispute is resolved. Refer Note 33 for further details.
(d) Assets pledged as security
All the assets of the consolidated entity are pledged as security for the facilities as noted above.
(e) Fair value
Information about the Group’s fair value of borrowings is provided in Note 2.
(f) Risk exposure
Information about the Group’s exposure to risks arising from borrowings is provided in Note 2.
Page 63
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
19. DEFERRED TAX LIABILITIES
The balance comprises temporary differences attributable to:
Prepayments
Inventories
Depreciation and amortisation
Total deferred tax liabilities
Set-off of deferred tax assets pursuant to set-off provisions (refer Note 15)
Net deferred tax liabilities
Prepayments
$’000
Inventories
$’000
807
78
885
163
1,048
566
203
769
59
828
Movements
Consolidated
At 30 June 2013
Charged /(credited) to profit or loss
At 30 June 2014
Charged /(credited) to profit or loss
At 30 June 2015
20. PROVISIONS
Current
Employee benefits
Non-current
Employee benefits
21. OTHER LIABILITIES
Current
Deferred revenue
Other
Non-current
Other
Deferred revenue comprises monies paid in advance of delivery of goods or services.
2015
$’000
1,048
828
3,155
5,031
(2,910)
2,121
Depreciation
&
Amortisation
$’000
3,622
(285)
3,337
(182)
3,155
2014
$’000
885
769
3,337
4,991
(2,560)
2,431
Total
$’000
4,995
(4)
4,991
40
5,031
2015
$’000
2014
$’000
6,327
5,455
1,284
1,133
2015
$’000
2014
$’000
2,538
433
2,971
1,275
127
1,402
1,561
370
Lindsay Australia Limited 2015 | Annual Report
Page 64
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
22. CONTRIBUTED EQUITY
Fully paid ordinary shares
2015
$’000
2014
$’000
67,475
54,143
Effective 1 July 1998 the corporations legislation in place abolished the concepts of authorised capital and par
value shares. Accordingly, the parent does not have authorised capital nor par value in respect of its issued
shares.
The movement in fully paid ordinary shares for 2014 and 2015 is reconciled as follows:
Balance at 30 June 2013
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares for payment of interest
Placement of shares
Share issue transaction costs net of tax benefits
Balance at 30 June 2014
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares for payment of interest
Placement of shares
Share issue transaction costs net of tax benefits
Balance at 30 June 2015
Note No of Shares
Issue Price
$’000
(a)
(a)
(b)
(c)
(b)
(a)
(a)
(b)
(c)
(d)
220,017,642
551,587
21.85¢
425,680
31.35¢
552,970
18.05¢
31,921,429
28.00¢
-
253,469,308
667,250
46.43¢
692,914
36.10¢
266,915
32.94¢
45,040
121
133
100
8,938
(189)
54,143
310
250
88
28,888,889
45.00¢
13,000
-
283,985,276
(316)
67,475
(a) Dividend Reinvestment Plan
The company has established a dividend reinvestment plan under which holders of ordinary shares may elect to
have all or part of their dividend entitlements satisfied by the issue of new ordinary shares rather than by being
paid in cash. Shares are issued under the plan at a discount as determined by the Directors but no more than
5% to the market price.
Issues pursuant to the Dividend Reinvestment Plan are:
Date
31 March 2015
30 September 2014
31 March 2014
30 September 2013
Number of Shares
Issue Price
667,250
692,914
425,680
551,587
46.43 cents
36.10 cents
31.35 cents
21.85 cents
Page 65
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
22. CONTRIBUTED EQUITY (CONTINUED)
(b) Shares issued in payment of interest
Shares were issued to Orora Limited pursuant to the Distribution Agreement on interest owing on a loan of
$2,250,000. Refer Note 29 and 33 for further information.
(c) Placement shares
A placement of 28,888,889 ordinary shares (2014: 31,929,429) was made to institutional and sophisticated
investors at 45 cents (2014: 28 cents) per share fully paid to raise $13,000,000 cash on 9 June 2015 (2014:
$8,938,000 cash on 14 March 2014).
(d) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company
in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of
ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share
is entitled to one vote.
(e) Capital risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as going concern, so
that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain a
cost effective cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to
shareholders, issue new shares, raise or retire debt finance or sell assets to reduce debt.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by net
debt and total equity. Net debt is calculated as total interest bearing borrowings as shown in the statement of
financial position less cash and cash equivalents. During the year ended 30 June 2015 the Group did not alter
its capital management policy.
The gearing ratios at 30 June 2015 and 30 June 2014 were as follows:
Total borrowings
Less cash and cash equivalents
Net debt
Total equity
Gearing ratio
2015
$’000
89,297
(16,159)
2014
$’000
72,869
(17,152)
73,138
55,717
79,858
65,436
48%
46%
Lindsay Australia Limited has complied with the financial covenants of its borrowing facilities during the 2015
and 2014 reporting periods.
Lindsay Australia Limited 2015 | Annual Report
Page 66
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
23. RESERVES
Movements in the Share-based payments reserve are shown below.
Share-based payment reserve
Open at 1 July
Employee share schemes – value of employee services
Close at 30 June
2015
$’000
491
45
536
2014
$’000
491
-
491
Nature and purposes of reserve
The share-based payments reserve is used to recognise the fair value of options issued to employees.
24. RETAINED PROFITS
Retained earnings at the beginning of the year
Profit for the year
Dividends paid or provided
Retained earnings at the end of the year
2015
$’000
10,802
6,166
(5,083)
11,885
2014
$’000
9,074
6,497
(4,769)
10,802
Page 67
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
25. CASH FLOW INFORMATION
(a) Reconciliation of Cash Flows from Operating Activities with Profit for
the Year
Profit for the year
Depreciation/amortisation
Net (gain)/loss on disposal of property, plant and equipment
Non-cash interest expense payment by issue of shares
Non-cash employee benefits expense-share based payments
Fair value adjustment to financial liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in prepayments and other assets
(Increase)/decrease in inventories
(Increase)/decrease in tax assets
(Decrease)/increase in trade and other payables
(Decrease)/increase in tax liabilities
(Decrease)/increase in other liabilities
(Decrease)/increase in provisions
Cash flows from operating activities
(b) Non-Cash Financing and Investing Activities
2015
$’000
2014
$’000
6,166
16,254
(793)
88
45
11
(1,699)
(303)
(1,886)
(214)
1,827
(2,272)
1,263
1,021
19,508
6,497
14,582
(379)
100
-
2
(1,011)
(1,011)
(2,611)
(174)
1,037
791
(817)
734
17,740
Acquisition of plant and equipment by means of finance leases
27,478
17,277
Dividends satisfied by issue of shares
Interest satisfied by issue of shares
26. EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Earnings used in calculating basic and diluted earnings per share – net profit
Weighted average number of ordinary shares used in calculating basic and diluted
earnings per share
560
88
254
100
2015
¢
2.4
2.4
2015
$’000
6,166
2014
¢
2.8
2.8
2014
$’000
6,497
Number of
Shares
Number of
Shares
256,088,654
230,537,561
Lindsay Australia Limited 2015 | Annual Report
Page 68
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
27. AUDITOR’S REMUNERATION
During the year the auditor of the parent entity earned the following remuneration:
Audit or review of financial reports
Taxation and other services
Total remuneration
There was no other remuneration paid to related practices of the auditor.
28. KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Key management personnel compensation
Short-term employee benefits
Long-term employee benefits
Post-employment benefits
Detailed remuneration disclosures are provided in the remuneration report contained in the directors’ report.
(b) Other transactions and balances with key management personnel
Amounts recognised as revenues and expenses:
Revenues
Cartage revenue received / receivable
Sale of equipment
Expenses
Fees for corporate uniform consultancy
Fees for legal services provided
Amounts receivable / payable to key management personnel and their
related parties at balance date
Current receivables – trade debtors
Current payables – trade creditors and accruals
2015
$
2014
$
136,000
18,800
154,800
135,000
28,800
163,800
2015
$
2014
$
2,511,878
2,086,581
41,907
231,487
72,184
186,267
2,785,272
2,345,032
2015
$
2014
$
5,578,338
1,431,634
-
72,667
9,640
-
23,659
68,625
908,243
219,363
-
7,671
The Directors believe transactions with key management personnel were on commercial terms and conditions
(unless otherwise stated). Current receivables and payables are unsecured, to be settled cash and are on the
same terms and conditions as non-related parties as disclosed elsewhere in this report.
(c) Loans to key management personnel
There were no loans to key management personnel during the current or prior reporting period.
Page 69
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
29. SHARE-BASED PAYMENTS
(a) Tax Exempt Share Acquisition Plan
The establishment of the Tax Exempt Share Acquisition Plan was approved by shareholders on 5 November 2004.
Participation in the plan is open to all employees. The company however does not intend to make any offers
under this plan to Directors or senior executives. The plan is in accordance with the Employee Share Scheme
provisions of Division 13A of the Income Tax Assessment Act 1936, which allows the issue of up to a maximum of
$1,000 worth of shares to employees which will be tax exempt for the employees. It is expected that shares will
be issued for no consideration. Offers under the plan must be made to at least 75% of full time and long term
part time employees. There have been no shares issued pursuant to the plan since its approval.
(b) Employee Share Option Plans
Employees eligible to participate in the plans are generally those of manager level and above (including
executive Directors) who are designated by Directors. Options are granted under the plan for no consideration.
The exercise price which is payable in cash will be the amount specified by Directors at the time of issue. The
exercise period is the period specified by Directors at the time of issue. The options vest based on service or
performance criteria as specified by Directors. Options issued under the plans may not exceed 5% of the total
number of issued shares of the company at the date of issue.
Options are designed to reward key personnel for performance over a medium to long term. These Options
form the reward for the Long Term Incentive Program. Each year the employees performance is assessed the
aggregation of this performance over the longer period. Key terms include:
- Options lapse if prior to or during the exercise period the employee is terminated or resigns.
-
-
If a person dies, becomes disabled, or is made redundant prior to the exercise period the option lapses.
If a person dies, becomes disabled or is made redundant during the exercise period special rules apply
that allow options to be exercised.
- Options granted under the plan carry no dividend or voting rights. When exercisable, each option is
convertible into one ordinary share of Lindsay Australia Limited.
Amounts receivable on the exercise of options are recognised as share capital.
The exercise period of the options was between the vest date and expiry date.
-
-
(c) Performance Rights
Performance Rights (options) may be granted to key management personnel as part of a Long Term Incentive
Plan (LTIP). The LTIP is structured as a reward for length of service and is variable depending upon cumulative
annual performance. Options lapse if prior to the exercise period, the employee is terminated or resigns. The
options vest based on service and performance criteria as specified by Directors. Options granted carry no
dividend or voting rights. When exercisable, each option is convertible into one ordinary share of Lindsay
Australia Limited. Options granted are as follows:
Tranche
First
Second
Fair Value per
option (cents)
Grant Date
Expiry Date Number Issued
45.0
45.0
July 2014
Sept 2016
July 2014
Sept 2018
250,000
250,000
Number
forfeited
107,741
-
Number
Exercised
-
-
The fair value at the grant date for the issue was determined using a Black-Scholes option pricing model that
takes account of exercise price ($0.00), the term of the option (3 years and 5 years), the impact of dilution, the
share price at grant date ($0.45) and the expected price volatility of the underling share (100%), the expected
dividend yield (10%) and the risk free interest for the term of the option (2.15%).
(d) Shares issued in payment of interest
The company has an option pursuant to a Distribution Agreement (see Note 33) to elect to pay interest in lieu
of cash by the issue of shares in the company based on the volume weighted average price for the 20
Lindsay Australia Limited 2015 | Annual Report
Page 70
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
29. SHARE-BASED PAYMENTS (Continued)
consecutive trading days immediately prior to the date of notice to Amcor of payment of interest by way of
shares. The fair value of the interest paid by the issue of shares is expensed in the accounts in the current year
with the shares issued on the first business day after the end of the financial year.
(e) Expense arising from share based payment transactions
Total expense arising from share-based payment transactions recognised during the year as part of employee
benefit expense was $45,021 (2014: $nil).
30. SUBSIDIARIES
The Group consists of the ultimate parent entity Lindsay Australia Limited and its wholly owned subsidiaries. Set out
below are the names of the subsidiaries which are included in the consolidated financial statements shown in this report.
All entities were incorporated in Australia.
Page 71
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
30. SUBSIDIARIES (CONTINUED)
Name
Lindsay Brothers Holdings Pty Ltd (a), (d)
Lindsay Transport Pty Ltd (a), (d)
Lindsay Brothers Management Pty Ltd (a), (d)
Lindsay Brothers Fuel Services Pty Ltd (a), (d)
Lindsay Brothers Hire Pty Ltd (a), (d)
Lindsay Brothers Plant & Equipment Pty Ltd (a), (d)
P & H Produce Pty Ltd (d)
P & H Produce Trust (d)
Lindsay Rural Pty Ltd (b), (d)
Skinner Rural Pty Ltd (c), (d)
Croptec Fertilizer and Seeds Pty Ltd (c), (d)
Lindsay Fresh Logistics Pty Ltd (d)
Class Shares/Units
Equity Holding %
2015
2014
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
a) Lindsay Brothers Holdings Pty Ltd (LBH) is the parent entity of Lindsay Transport Pty Ltd, Lindsay Brothers
Management Pty Ltd, Lindsay Brothers Fuel Services Pty Ltd, Lindsay Brothers Hire Pty Ltd, and Lindsay
Brothers Plant and Equipment Pty Ltd. Accordingly, the parent entity’s interest in these entities (other than
LBH) is indirect.
b) Lindsay Rural Pty Ltd is 50% owned by P&H Produce Trust and 50% owned by the parent entity.
c) These companies are subsidiaries of Lindsay Rural Pty Ltd.
d) These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with
Class Order 98/1418 issued by the Australian Securities and Investments Commission. For further information
refer to Note 32.
31. SEGMENT INFORMATION
Description of segments
The Group has identified the following reporting segments based on the internal reports that are reviewed and used by
the Board of Directors (chief operating decision maker) in assessing performance and determining the allocation of
resources:
Transport – Cartage of general and refrigerated products and ancillary sales, and
Rural – Sale and distribution of a range of agricultural supply products.
The segments are determined by the type of product or service provided to customers and the operating characteristics
of each segment. The Group operated in these business segments for the whole of the 2015 and 2014 years. All Group
revenue is derived from customers within Australia.
Lindsay Australia Limited 2015 | Annual Report
Page 72
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
31. SEGMENT INFORMATION (CONTINUED)
Basis of accounting for purposes of reporting segments
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors as chief decision maker with respect to
operating segments are determined in accordance with accounting policies that are consistent to those adopted in the
annual financial statements of the Group.
The Group does not allocate assets or liabilities to each segment because management does not include this
information in its measurement of the performance of the operating segments.
Inter-segment transactions
An internally determined transfer price is set for all inter-entity sales. All such transactions are eliminated on
consolidation for the Group’s financial statements. Some corporate charges are allocated to reporting segments based
on the segments’ overall proportion of usage within the Group.
Unallocated items
The following items of revenue and expense are not allocated to operating segments as they are not considered part of
the core operations of any segment:
Interest received;
Borrowing costs;
Corporate costs including bad debt expense; and
Income tax expense.
Major customers
No customer of the Group account for more than 10% of external revenue (2014: nil). The largest individual customer
accounts for 7.9% of external revenues (2014: 9.1%).
Page 73
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
31. SEGMENT INFORMATION (CONTINUED)
Transport
$’000
Rural
$’000
Total
$’000
215,984
4,179
1,543
783
222,489
93,945
567
568
10
95,090
309,929
4,746
2,111
793
317,579
20,123
3,749
2015
Revenue
External sales
Inter-segment sales
Other revenue
Other income
Total segment revenue/income
Reconciliation of segment revenue/income to group revenue/income
Inter-segment elimination
Interest revenue
Corporate/unallocated revenue
Total revenue/income
Segment net profit before tax
Reconciliation of segment profit to group net profit before tax
Corporate/unallocated
Finance costs
Net profit before income tax
Income tax expense
Profit for year
Depreciation and amortisation
Corporate/unallocated cost
15,614
95
2014
Revenue
External sales
Inter-segment sales
Other revenue
Other income
Total segment revenue/income
Reconciliation of segment revenue/income to group revenue/income
Inter-segment elimination
Interest revenue
Corporate/unallocated revenue
Total revenue/income
Segment net profit before tax
Reconciliation of segment profit to group net profit before tax
Corporate/unallocated
Finance costs
Net profit before income tax
Income tax expense
Profit for year
218,798
3,088
1,391
403
223,680
89,282
406
366
(24)
90,030
18,782
5,148
Depreciation and amortisation
Corporate/unallocated cost
13,993
123
Lindsay Australia Limited 2015 | Annual Report
(4,746)
743
1,366
314,942
23,872
(10,532)
(4,482)
8,858
(2,692)
6,166
15,709
545
16,254
308,080
3,494
1,757
379
313,710
(3,494)
765
532
311,513
23,930
(10,071)
(4,516)
9,343
(2,846)
6,497
14,116
466
14,582
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
32. DEED OF CROSS GUARANTEE
During the reporting period the following owned subsidiaries, not previously within the Deed of Cross Guarantee, were
added. The subsidiaries added were Lindsay Brothers Fuel Services Pty Ltd, P & H Produce Pty Ltd as trustee of the P &
H Produce Trust, Lindsay Fresh Logistics Pty Ltd, Croptec Fertiliser and Seeds Pty Ltd, Lindsay Brothers Plant and
Equipment Pty Ltd, and Lindsay Brothers Hire Pty Ltd.
The following companies are parties to a deed of cross guarantee under which each company guarantees the debts of
the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a
financial report and directors’ report under Class Order 98/1418 (as amended) issued by the Australian Securities and
Investments Commission. The companies include: Lindsay Australia Limited, Lindsay Brothers Holdings Pty Ltd, Lindsay
Transport Pty Ltd, Lindsay Brothers Management Pty Ltd, Lindsay Brothers Fuel Services Pty Ltd, Lindsay Brothers Hire
Pty Ltd, Lindsay Brothers Plant and Equipment Pty Ltd, P & H Produce Pty Ltd, P & H Produce Trust, Lindsay Rural Pty
Ltd, Skinner Rural Pty Ltd, Croptec Fertiliser and Seeds Pty Ltd, Lindsay Fresh Logistics Pty Ltd.
The above companies represent a ‘closed group’ for the purposes of the Class Order, and as there are no other parties
to the deed of cross guarantee that are controlled by Lindsay Australia Limited, they also represent the ‘extended closed
group’
Below the comparative 2014 year is shown. The financial statements of the closed group now equate to the
consolidated statements in this report.
Statement of comprehensive income
Revenues
Other income
Purchases and changes in inventories
Fuel and oil costs
Repairs and maintenance
Subcontractors
Employee benefits
Depreciation and amortisation
Finance costs
Insurance
Management fees
Pallet charges
Operating lease rental
Professional fees
Other expenses
Profit before income tax
Income tax expense
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Summary of movements in consolidated retained earnings / (accumulated losses)
Retained earnings/accumulated losses at the beginning of the financial year
Profit for the year
Dividends provided for or paid
Retained earnings at the end of the financial year
2014
$’000
311,134
83
(71,525)
(40,663)
(13,762)
(49,429)
(73,434)
(639)
(620)
(1,537)
(17,600)
(1,867)
(6,102)
(1,293)
(23,462)
9,284
(2,828)
6,456
-
6,456
1,928
6,456
(4,769)
3,615
Page 75
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
32. DEED OF CROSS GUARANTEE (CONTINUED)
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Other receivables
Available-for-sale financial assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Provisions
Current tax liabilities
Other
Total current liabilities
Non-current liabilities
Borrowings
Provisions
Other
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained profits
Total equity
2014
$’000
17,152
42,996
13,291
4,854
78,293
19,029
38
5,071
828
7,706
32,672
110,965
26,362
5,388
5,455
2,257
7,318
46,780
4,433
1,133
370
5,936
52,716
58,249
54,143
491
3,615
58,249
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
33. COMMITMENTS
Finance lease commitments
Finance lease liabilities are payable exclusive of GST as follows:
Minimum
lease
payments
2015
$’000
18,642
54,552
73,194
Interest
Principal
2015
$’000
2,815
3,735
6,550
2015
$’000
15,827
50,817
66,644
Minimum
lease
payments
2014
$’000
14,119
43,538
57,657
Interest
Principal
2014
$’000
2,600
3,482
6,082
2014
$’000
11,519
40,056
51,575
Less than one year
Between one and five years
Finance leases comprise leases of items of plant and equipment under normal commercial finance lease terms and
conditions. Finance leases do not contain any contingent rental components. No items subject to finance lease are
subleased. Under the leases there are no escalation clauses and there is an option to acquire the leased assets at the
end of the term.
Operating Lease Commitments
Non-cancellable operating leases contracted for but not recognised in the financial
statements are payable inclusive of GST as follows:
Not later than 1 year
Later than 1 year but not later than 5 years
Later than 5 years
2015
$’000
2014
$’000
5,430
17,910
2,650
25,990
4,802
7,798
1,621
14,221
Operating leases primarily comprise leases of premises under normal commercial operating lease terms and conditions.
These include rentals, in certain cases, being subject to periodic review for market and/or for CPI increases as well as
options for renewal.
There are no significant items subject to operating leases that are subleased.
Capital Commitments
Commitments for capital expenditure (property, plant equipment, and intangibles)
contracted for but not recognised in the financial statements are as follows:
2015
$’000
2014
$’000
30,528
10,288
Distribution Agreement
On 13 July 2009 the Group executed a Distribution Agreement with Orora Limited (Orora) which has been terminated by
the parties. Orora paid the Group a signing fee of $2.25 million on execution with interest payable on an annual basis.
The repayment terms of the signing fee and accrued interest is currently part of the dispute between the parties arising
from the termination of the Distribution Agreement. Resolution of this matter is expected to occur during the 2015-2016
financial year.
Page 77
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
34. CONTINGENT LIABILITIES
Guarantees to secure lease obligations
Guarantees to cover Workers policy
Total Guarantees
Cross guarantees have been given as described in Note 32.
2015
$’000
1,511
1,319
2,830
2014
$’000
1,320
-
1,320
From time to time the consolidated entity is subject to claims and litigation during the normal course of business. The
Directors have given consideration to such matters and are of the opinion that there are no further material contingent
liabilities as at the reporting date that are likely to arise. Other than above to the Directors’ knowledge no matter or
circumstance has arisen since the end of the year that has significantly affected or may significantly affect the operations
of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future
financial years.
35. PARENT COMPANY INFORMATION
Information relating to Lindsay Australia Limited is as follows:
Summary financial information
Statement of financial position
Current assets
Total assets
Current liabilities
Total liabilities
Issued capital
Retained profits
Share based payments reserve
Total shareholders’ equity
Profit of the parent entity
Total comprehensive income of the parent entity
Contingent liabilities of the parent entity
Contractual commitments
2015
$’000
2014
$’000
14,197
261,064
180,340
189,985
67,475
3,068
536
71,079
1,736
1,736
-
-
16,826
207,897
142,153
146,849
54,143
6,414
491
61,048
7,077
7,077
-
-
Guarantees entered into by parent entity
The parent entity has provided financial guarantees in respect of bank overdrafts, financial leases, and bank loans of
subsidiaries amounting to $36,122,000 (2014: $25,953,000) secured by registered mortgages over property and other
assets. The parent entity has also given unsecured guarantees in respect of financial leases of subsidiaries amounting to
$22,746,000 (2014: $38,368,000).
In addition, there are cross guarantees given by Lindsay Australia Limited as described in Note 32. No deficiencies of
assets exist in any of these companies. No liability has been recognised in relation to these financial guarantees in
accordance with the policy set out in Note 1(u) as the present value of the difference in net cash flows is not significant.
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
36. SUBSEQUENT EVENTS
Issue of Shares
On 8 July the Company issued 3,942,148 shares at $0.45 per share under a share purchase plan raising $1,774,000, the
share issue cost was 3.1% of the amount raised.
Acquisition of S&J Pennisi
On 23 July Lindsay Australia Limited acquired S&J Pennisi. S&J Pennisi provides packaging supplies to major customers
in the Burdekin region of Queensland where it has operated for approximately 40 years. This change will not have a
significant impact on day to day operations.
37. LEGAL PROCEEDINGS
Two subsidiaries of the Company, Lindsay Transport Pty Ltd and Lindsay Rural Pty Ltd have brought proceedings in the
Supreme Court of Queensland against BCI Lawyers. The proceedings relate to BCI Lawyers involvement with certain
security arrangements which Lindsay Transport Pty Ltd and Lindsay Rural Pty Ltd sought over assets and undertakings of
a major customer and its associated entities and related persons. The proceedings allege negligence and breach of
contract in respect of the security arrangements and is quantified up to a total of approximately $2.6 million plus interest
and costs.
In 2009 the Group executed a seven year Distribution Agreement with Orora Limited (Orora) which has been terminated
in 2015 by the parties prior to the contract term end date. Both parties have made claims for loss as a result of the
termination however the quantum of these claims have not yet been expressed by either party. Lindsay continues to
recognise a current liability for the loan of $2.25 million. The repayment terms of the signing fee and accrued interest is
part of the dispute between the parties also arising from the termination of the Distribution Agreement. Resolution of
this matter is expected to occur during the 2015-2016 financial year. Given the inherent uncertainties associated with
legal proceedings no value has been attributed to the proceedings.
Page 79
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
DIRECTORS’ DECLARATION
In the Directors’ opinion:
(a)
The attached financial statements and notes are in accordance with the Corporations Act 2001, including:
(i) Complying with Accounting Standards, the Corporations Regulations 2001; and other mandatory
professional reporting requirements, and
(ii) Giving a true and fair view of the company’s and consolidated entity’s financial position as at 30
June 2014 and of its performance for the financial year ended on that date; and
(b)
(c)
There are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable; and
At the date of this declaration, there are reasonable grounds to believe that the members of the Extended
Closed Group identified in Note 32 will be able to meet any obligations or liabilities to which they are, or may
become, subject by virtue of the deed of cross guarantee described in Note 32.
Note 1 confirms that the consolidated financial statements also comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the chief executive officer and chief financial officer required by
section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
John F Pressler
Chairman of Directors
Brisbane, Queensland
26 August 2015
Lindsay Australia Limited 2015 | Annual Report
Page 80
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
Independent Auditor’s Report to the Members of Lindsay Australia Limited
Report on the Financial Report
We have audited the accompanying financial report of Lindsay Australia Limited, which comprises the
consolidated statement of financial position as at 30 June 2015, the consolidated statement of comprehensive
income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the
year then ended, notes comprising a summary of significant accounting policies and other explanatory
information, and the directors’ declaration of the consolidated entity comprising the company and the entities it
controlled at the year’s end or from time to time during the financial year.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 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 Note 1, the
directors also state, in accordance with Accounting Standard AASB101 Presentation of Financial Statements,
that the financial statements comply with International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit
in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical
requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance
whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the company’s preparation of the financial report
that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial report.
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Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.
Opinion
In our opinion:
a)
the financial report of Lindsay Australia Limited is in accordance with the Corporations Act 2001,
including:
i.
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015
and of its performance for the year ended on that date; and
complying with Australian Accounting Standards and the Corporations Regulations 2001;
and
ii.
b)
the consolidated financial report also complies with International Financial Reporting Standards as
disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 22 to 28 of the directors’ report for the year ended
30 June 2015. 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.
Opinion
In our opinion the Remuneration Report of Lindsay Australia Limited for the year ended 30 June 2015 complies
with Section 300A of the Corporations Act 2001.
PITCHER PARTNERS
J. J Evans
Partner
Brisbane, Queensland
26 August 2015
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
Page 83
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT
Introduction
The board of Directors of Lindsay Australia Limited is responsible for the corporate governance of the consolidated
entity. The board guides and monitors the business and affairs of Lindsay Australia Limited on behalf of the shareholders
by whom they are elected and to whom they are accountable.
Lindsay Australia Limited’s Corporate Governance Statement is structured with reference to the Corporate Governance
Council’s principles and recommendations, which are as follows:
CONTENTS
PAGE
Principle 1. Lay solid foundations for management and oversight
Principle 2. Structure the board to add value
Principle 3. Act ethically and responsibly
Principle 4. Safeguard integrity in corporate reporting
Principle 5. Make timely and balanced disclosure
Principle 6. Respect the rights of security holders
Principle 7. Recognise and manage risk
Principle 8. Remunerate fairly and responsibly
85
87
89
89
90
91
91
93
Lindsay Australia Limited’s Corporate Governance practices recognise the Group’s market capitalisation and the
complexity of its operations. For further information on corporate governance policies adopted by Lindsay Australia
Limited, refer to our website: www.lindsayaustralia.com.au
Lindsay Australia Limited 2015 | Annual Report
Page 84
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 1.
Lay solid foundations for management and oversight
Recommendation 1.1
Recognise and publish the respective roles and responsibilities of the board and
management.
During the financial year the Group was governed in accordance with its Corporate
Governance Charter adopted by the board. The Corporate Governance Charter is published
on the Group’s website.
The Group should establish the functions reserved to the board and those delegates to senior
executives and disclose those functions.
The Corporate Governance Board charter reserves powers for the board. Functions
not reserved to the Board are delegated to senior management.
Recommendation 1.2
Undertake appropriate checks before appointing a person, or putting forward to security
holders a candidate for election, as a director.
Provide security holders with all material information in its possession relevant to a decision
on whether or not to elect or re-elect a director.
The Group undertakes appropriate checks and evaluation before appointing or re-
appointing a person including putting forward a candidate for election as a director.
The Corporate Governance Charter outlines the process for appointment and
retirement of members of the board including the provision of relevant information
to security holders.
Recommendation 1.3
A listed entity should have a written agreement with each director and senior executive
setting out the terms of their appointment.
The Group has entered into agreements with Directors and senior executives, these
documents together with the Corporate Governance charter outline roles, responsibilities and
expectations.
Recommendation 1.4
The Company Secretary of a listed entity should be accountable directly to the board,
through the chair, on all matters to do with the proper functioning of the board.
The Company Secretary has access to all Board members and the primary functions
are to assist and advise the Board on governance matters and compliance with
internal processes. The role of the Company Secretary is outlined in the board
charter which support the recommendations. The Company Secretary’s appointment
and engagement terms reflect the requirements of the recommendations.
Recommendation 1.5 – A listed entity should:
(a) Have a diversity policy which includes requirements for the board or a relevant
committee of the board to set measurable objectives for achieving gender diversity and
to assess annually both the objectives and the entity’s progress in achieving them
(b) Disclose the policy or a summary of it; and
(c) Disclose at the end of each reporting period the measurable objectives for achieving
gender diversity set by the board or a relevant committee of the board in accordance
with the entity’s diversity policy and its progress towards achieving them, and either:
Page 85
Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 1. (CONTINUED)
(1) The respective proportions of men and women on the board, in senior executive
positions and across the whole organisation (including how the entity has defined
senior executive for these purposes); or
If the entity is a “relevant employer” under the Workplace Gender Equality Act, the
entity’s most recent “Gender Equality Indicators”, as defined in and published under
the Act.
(2)
The Diversity Policy is published on the Group’s web site. The Board has established
the following objectives in relation to gender diversity. The intention is to achieve
the objectives over time as positions become available. The Board notes that some
positions within the Company have time and physical demands that may make these
jobs traditionally unattractive to women.
Objective
2015
2014
Percentage of women in Group’s workforce
Percentage of women in management positions
15%
20%
12%
19%
12%
19%
The Company’s Workplace Gender Equality Act public report for 2015 is available on the
Company’s website.
Recommendation 1.6 – A listed entity should:
(a) Have and disclose a process for periodically evaluating the performance of the board, its
committees and individual directors; and
(b) Disclose in relation to each reporting period, whether a performance evaluation was
undertaken in the reporting period in accordance with that process.
The Group has adopted processes concerning the evaluation and development of
the board, board committees and individual directors. Procedures include an internal
Board performance assessment. The Corporate Governance Statement outlines the
performance review criteria for Directors.
During the 2015 financial Year, an internal board performance assessment was
performed and reviewed against the performance criteria. No material weaknesses
were identified and no governance changes were deemed necessary
Recommendation 1.7 – A listed entity should:
(a) Have and disclose a process for periodically evaluating the performance of its senior
executives; and
(b) Disclose, in relation to each reporting period, whether a performance evaluation was
undertaken in the reporting period in accordance with that process.
The Company’s Corporate Governance Charter details the procedures for
performance reviews and evaluation. Senior executives are subject to formal/informal
evaluations against individual performance and business measures either on an
ongoing or annual basis.
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 2.
Structure the board to add value – Have a board of an effective composition, size, and commitment to adequately
discharge its responsibilities and duties.
Recommendation 2.1 – The board of a listed entity should:
(a) Have a nomination committee which:
(i) Has at least three members, a majority of whom are independent directors; and
(ii) Is chaired by an independent director; and disclose:
(iii)
(iv)
(v)
The charter of the committee;
The members of the committee; and
As at the end of each reporting period, the number of times the committee met
throughout the reporting period and the individual attendances of the members
at those meetings
(b)
If it does not have a nomination committee, disclose the fact and the processes it
employs to address board succession issues and to ensure that the board has the
appropriate balance of skill, knowledge and experience, independence and diversity to
enable it to discharge its duties responsibly and effectively.
The Company does not have a nomination committee. The board believes that due
to the Company’s relatively small size a nominations committee is not necessary as
the board can undertake all functions normally delegated to a nomination
committee. The Selection and Re-appointment of Directors Policy contains
procedures for the appointment and resignation of Directors. The Board Charter also
outlines the requirements for the composition of the board.
Recommendation 2.2 – A listed entity should have and disclose a board skill matrix setting out the mix of skills and
diversity that the board currently has or is looking to achieve in its membership.
The Company’s objective is an appropriate mix of skills, experience and expertise
and attributes relevant to the board in discharging its responsibilities.
Skills/Expertise
Experience
Strategy
Financial
Governance
Risk Management and Safety Property
Policy, Legal, Compliance
Transport Industry
Agriculture Industry
Import Export Industry
Attributes
Integrity
Communication
Commitment
Innovation
Influence
Government & Stakeholders
Culture & Values
Executive Management
Information Technology
Recommendation 2.3 – A listed entity should disclose:
(a) The names of directors considered by the board to be independent directors;
(b)
If a director has a interest, position, association or relationship of the type described in
box 2.3 of ASX Corporate Governance Principles and Recommendations, but the board is
Lindsay Australia Limited 2015 | Annual Report
Page 87
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 2. (CONTINUED)
of the opinion that it does not compromise the independence of the director, the nature
of the interest position, association or relationship in question and an explanation of why
the board is of that opinion; and
(c) The length of service of each director.
Director
J F Pressler
R A Anderson
M K Lindsay
G D Farrell
L R Hancock
Status
Non-Executive.
Independent Director
Non-Executive.
Independent Director
Executive.
Non Independent
Non-executive.
Non Independent
Non-executive.
Non Independent
Date of
appointment
08/01/1997
16/12/2002
26/11/1996
17/11/2005
12/09/2002
Length of Service
Interest/Association
18 years (at
08/01/2015)
14 years (at
16/12/2014)
18 years (at
26/11/2014)
9 years (at
17/11/2014)
14 years (at
12/09/2014)
Chief Executive Officer
Substantial shareholder
A principal of a material
professional advisor. Mr Hancock
resigned as a Director effective
29 January 2015
Recommendation 2.4 The majority of the board of a listed entity should be independent directors.
The Company has not complied with this recommendation, there are four members
of the board of directors, two of which are considered independent directors.
Directors of Lindsay Australia Limited are considered to be independent when they
are independent of management and free from any material business or other
relationship that could interfere with, or could reasonably be perceived to interfere
with, the exercise of their unfettered and independent judgement In the context of
director independence, a factor is considered “material” if it is greater than 5% of
either sales or purchases of the Group. In accordance with the definition of
independence detailed on the Company’s website, the following Directors of
Lindsay Australia Limited are considered to be independent:
J F Pressler
R A Anderson
The board does not consider the expense of increasing the number of independent
directors so that a majority of independent directors is obtained is justified. The
board considers the current composition of a board an appropriate blend of skills
and experience relevant to the Company’s business. The board will assess
independence when any new appointments are made.
There are procedures in place, agreed by the board, to enable directors, in
furtherance of their duties, to seek independent professional advice at the
Company’s expense.
Recommendation 2.5 The chair of the board of a listed entity should be an independent director, and, in particular,
should not be the same person as the Chief Executive Officer of this entity.
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 2. (CONTINUED)
The Company complies with this recommendation. Mr J.F. Pressler, an independent
director, is the Chair. Mr M.K Lindsay is the Chief Executive Officer.
Recommendation 2.6 A listed entity should have a program for inducting new directors and provide appropriate
professional development opportunities for directors to develop and maintain their skills and
knowledge needed to perform their role as directors effectively.
The board assumes responsibility for new board member induction, education and
development. The corporate governance charter requires new directors to be
provided with relevant information, induction and opportunities for training, and the
opportunity to take independent advice at the expense of the Company.
PRINCIPLE 3.
Promote ethical and responsible decision-making
Recommendation 3.1 – A listed entity should:
(a) Have a code of conduct for its directors, senior executives and employees; and;
(b) Disclose the code or a summary of it:
A formal Code of Ethics forms part of the Corporate Governance Charter that is
disclosed on the Company’s website. The Company has a code of conduct, equal
opportunity policy and Employee Workplace and Safety Handbook applicable to all
employees, a summary of these policies is disclosed on the Company’s website.
PRINCIPLE 4.
Safeguard integrity in corporate reporting
Recommendation 4.1 – The board of a listed entity should:
(a) Have an audit committee which:
(i)
(ii)
(iii)
(iv)
(v)
Has at least three members, all of whom are non-executive directors and a
majority of whom are independent directors
Is chaired by an independent director who is not the chair of the board,
and disclose:
The charter of the committee;
The relevant qualifications and members of the committee; and
In relation to each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings; or
(b)
If it does not have an audit committee, disclose that fact and the processes it employs
that independently verify and safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the external auditor and rotation of
the audit engagement partner.
The board has established an audit and risk committee, which operates under a
charter approved by the board. The charter is contained in the Company’s
Corporate Governance Charter which is available on the Company’s website.
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 4. (CONTINUED)
The Chairman of the committee is Mr RA Anderson, an independent director. The
members of the committee, meetings and attendances are contained in the
Directors’ Report to the Annual Report disclosed on the Company’s website. All
members of the audit and risk committee are non-executive Directors. There is a
majority of independent directors on the committee.
The board has delegated the responsibility for the establishment and maintenance
of a framework of internal controls and ethical standards for the management of the
consolidated entity to the audit and risk committee.
It is the board’s responsibility to ensure that an effective internal control framework
and risk identification process exists within the entity. This includes internal controls
to deal with both the effectiveness and efficiency of significant business processes,
the safeguarding of assets, the maintenance of proper accounting records, and the
reliability of financial information as well as non-financial considerations such as the
benchmarking of operational key performance indicators.
The committee also provides the board with additional assurance regarding the
reliability of financial information for inclusion in the financial reports.
Recommendation 4.2 The board of a listed entity should, before it approves the entity’s financial statements for a
period, receive from its Chief Executive Officer and Chief Financial Officer a declaration that,
in their opinion, the financial records of the entity have been properly maintained and that the
financial statements comply with the appropriate accounting standards and give a true and
fair view of the financial position and performance of the entity and that the opinion has been
formed on the basis of a sound system of risk management and control which is operating
effectively.
In respect of the relevant financial reporting period the Company’s Chief Executive
Officer and Chief Financial Officer provide the board with a declaration in
accordance with S.295A of the Corporations Act which is consistent with
Recommendation 4.2.
Recommendation 4.3 A listed entity that has an Annual General Meeting should ensure that its external auditor
attends its AGM and is available to answer questions from security holders relevant to the
audit.
The Company complies with this requirement, representative of the Company’s
auditor attends the Annual General Meeting and be available to answer questions
from security holders.
PRINCIPLE 5.
Make timely and balanced disclosure – Promote timely and balanced disclosure of all material matters concerning the
Company.
Recommendation 5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing
Rule disclosure requirements and to ensure accountability at a senior executive level for that
compliance.
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 5. (CONTINUED)
The Company complied with the continuous disclosure requirements of Chapter 3 of the Australian Securities
Exchange Listing Rules. The Corporate Governance Charter contains additional
requirements. The continuous disclosure obligations are reviewed at each board
meeting.
PRINCIPLE 6.
Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its
website.
The Corporate Governance Charter is available on the website together with other
Company policies. The website provides:
Details of the key business divisions;
Copies of the annual report;
Other relevant publications; and
Investor information.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate
effective two-way communication with investors.
The board encourages attendance at meetings and is available to shareholders at
general meetings. General meetings are set well in advance of their scheduled date
to facilitate maximum attendance by shareholders. Investors may communicate
directly with the company in person or electronically via the website.
Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and
encourage participation at meetings of security holders
The Company’s notice of meetings is clear, concise and effective, shareholders
receive notice of meetings in hard copy. All general meetings of the Company allow
shareholder participation through the opportunity to ask questions directly of the
board prior to a poll or vote.
Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and
send communications to, the entity and its security registry electronically.
The Company’s share registry is maintained electronically through Computershare
Limited, a link is provided on the Company’s website. Contact information for
Computershare Limited is also provided in the annual report. Security holders can
also contact the Company electronically via the Company’s website.
PRINCIPLE 7.
Recognise and manage risk
Recommendation 7.1 – The board of a listed entity should:
(a) Have a committee or committees to oversee risk, each of which:
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 7. (CONTINUED)
(i)
(ii)
(iii)
(iv)
(v)
Has at least three members, a majority of whom are independent directors;
Is chaired by an independent director and disclose:
The charter of the committee;
The members of the committee;
As at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the members at those
meetings
(b)
If it does not have a risk committee or a committee that satisfies (a) above, disclose that
fact and the process it employs for overseeing the entity’s risk management framework.
The board has established an audit and risk committee, which operates under a
charter approved by the board. The charter is contained in the Company’s
Corporate Governance Statement which is available on the Company’s website. The
chairman of the committee is Mr RA Anderson, an independent director. The
members of the committee, meetings and attendances are contained in the
Directors’ Report to the Annual Report disclosed on the Company’s website. All
members of the audit and risk committee are non-executive Directors. There is a
majority of independent directors on the committee.
The board has delegated the responsibility for the establishment and maintenance
of a framework of internal controls and ethical standards for the management of the
consolidated entity to the audit and risk committee.
It is the board’s responsibility to ensure that an effective internal control framework
and risk identification process exists within the entity. This includes internal controls
to deal with both the effectiveness and efficiency of significant business processes,
the safeguarding of assets, the maintenance of proper accounting records, and the
reliability of financial information as well as non-financial considerations such as the
benchmarking of operational key performance indicators.
The committee also provides the board with additional assurance regarding the
reliability of financial information for inclusion in the financial reports. The board
considers risks at each board meeting.
The Board assesse risk and risk issues at each board meeting described further
under recommendation 7.2.
Recommendation 7.2 The board or a committee of the board should review the entity’s risk management
framework at least annually to satisfy itself that it continues to be sound and disclose, in
relation to each reporting period, whether such a review has taken place.
The board is responsible for the Company’s overall risk management framework. The
Company has conducted an organisational risk assessment and risks are monitored
on a regular basis with prevention or mitigation measures adopted as appropriate.
Policies and procedures have been established for, asset maintenance, workplace
health and safety and inventory control. A business risks checklist is reviewed at each
meeting of the board. Details of financial risks are provided in Note 2 to the Financial
Statements.
Lindsay Australia Limited 2015 | Annual Report
Page 92
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 7. (CONTINUED)
The board has established an environmental and occupational health and safety
committee, details on meetings, membership and attendance are contained in the
Directors Report to the annual Report located on the Company’s website. It is the
board’s responsibility to ensure that the Company observes all regulatory
compliance and to provide a safe workplace by identifying and managing risks in the
workplace. The board has delegated the responsibility for these functions to the
environmental and occupational health and safety committee.
Recommendation 7.3 A listed entity should disclose if it has an internal audit function, how the function is structured
and what role it performs or if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually improving the effectiveness of its risk
management and internal control processes.
The Company does not have an internal audit function. The board considers that
due to the relatively small size of the Company such a function would not be cost
effective. Details of financial risks are provided in Note 2 to the Financial
Statements. The board may engage an independent third party to undertake the
equivalent activities of internal audit at any time if it requires.
Recommendation 7.4 A listed entity should disclose whether it has a material exposure to economic, environmental
and social sustainability risks and, if it does, how it manages or intends to manage those risks.
The Company has undertaken an organisational risk assessment and actively
considers and monitors business and other risks, but does not consider it has
material exposure to these risks. Where possible the Company looks to adopt
products or processes that have a positive environmental or social sustainability
impact.
The board has established an environmental and occupational health and safety
committee, details on meetings, membership and attendance are contained in the
Directors Report to the Annual Report located on the Company’s website. It is the
board’s responsibility to ensure that the Company observes all regulatory
compliance, is proactive in achieving environmental outcomes consistent with
sustainable development, and to provide a safe workplace by identifying and
managing risks in the workplace. The board has delegated the responsibility for
these functions to the environmental and occupational health and safety committee.
PRINCIPLE 8.
Remunerate fairly and responsibly
Recommendation 8.1 – The board of a listed entity should:
(a) Have a remuneration committee which:
(i)
(ii)
(iii)
(iv)
has at least three members, a majority of whom are independent directors; and
is chaired by an independent director; And disclose:
the charter of the committee; and
the members of the committee; and
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Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 8. (CONTINUED)
(v)
as at the end of each reporting period, the number of times the committee met
throughout the period and the individual attendances of the member at those
meetings; or
(b)
If it does not have a remuneration committee, disclose the fact and the processes it employs
for setting the level and composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive
The Company has established a Remuneration Committee. The Remuneration
Committee has a formal charter contained in the Corporate Governance Charter on
the Company’s website. The members of the committee, meetings and attendances
are disclosed in the Directors report to the Annual Report disclosed on the
Company’s website.
The Company does not meet the recommendation of the Remuneration Committee
having an Independent Chairman, however the committee has a majority of
independent directors. The current chairman of the committee is Mr G.D Farrell, as a
non-executive director and material shareholder of the Group. The board considers
Mr Farrell appropriately qualified to chair the committee to oversee matters of
remuneration.
It is the Group’s objective to provide maximum security holder benefit from the
retention of a high quality board and executive team, by remunerating Directors and
key executives fairly and appropriately with reference to relevant employment
market conditions. To assist in achieving this objective, the Remuneration
Committee links the nature and amount of executive Directors’ and officers’
remuneration to the Group’s financial and operational performance. The expected
outcomes of the remuneration structure are:
(i)
(ii)
(iii)
Retention and motivation of key executives;
Attraction of quality management to the Group; and
Performance incentives which allow executives to share the rewards of the success
of Lindsay Australia Limited.
For details on the amount of remuneration and all monetary and non-monetary
components for each of the key management personnel during the year and for all
Directors, refer to the Remuneration Report contained in the Directors’ Report. In
relation to the payment of bonuses, options and other incentive payments,
discretion is exercised by the board, having regard to the overall performance of
Lindsay Australia Limited and the performance of the individual during the period.
There is no scheme to provide retirement benefits, other than statutory
superannuation, to non-executive Directors. The board is responsible for
determining and reviewing compensation arrangements for the Directors themselves
and the Chief Executive Officer and the key management personnel.
The remuneration policy is disclosed in the Remuneration Report contained in the
Directors’ Report. There were no material changes to that policy during the year.
Due to the relatively small size of the Group the only direct link between
remuneration and performance of the Group for the Chief Executive Officer and
Senior Executive staff is by the potential issue of options or performance rights over
shares.
Lindsay Australia Limited 2015 | Annual Report
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LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
CORPORATE GOVERNANCE STATEMENT (CONTINUED)
PRINCIPLE 8. (CONTINUED)
There were no employee options or performance rights on issue at 30 June 2015 or
held by key management personnel. At any review the performance of the Group
and the contribution by particular executives form part of the process. Details of the
remuneration of the Directors and the key management personnel of the Group is
disclosed in the Remuneration Report.
Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration
of non-executive directors and the remuneration of executive directors and other senior
executives.
Executives will be remunerated by way of salary and statutory superannuation. Senior
Executives may participate in a performance based incentive structure.
The guidelines for non-executive director remuneration published by the Council are:
Non-executive Directors should normally be remunerated by way of fees (in
the form of cash, non-cash benefits, superannuation contributions or salary
sacrifice into equity); they should not participate in schemes designed for
the remuneration of executives.
Non-executive Directors should not receive options or bonus payments.
Non-executive Directors should not be provided with retirement benefits
other than statutory superannuation.
The Group complies with the guidelines Refer also to the Remuneration Report
contained in the Directors’ Report.
Recommendation 8.3 – A listed entity which has an equity based remuneration scheme should:
(a) Have a policy on whether participants are permitted to enter into transactions (whether
through the use of derivatives or otherwise) which limit the economic risk of participating
in the scheme; and
(b) Disclose the policy or a summary of it.
The Group has a limited equity based incentive scheme applying to a small number
of senior executives only. Trading in Group securities is regulated by the Securities
Trading Policy disclosed on the Group’s website. Trading activities relating to any
short term or speculative gain is prohibited.
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Lindsay Australia Limited 2015 | Annual Report
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
SHAREHOLDER INFORMATION
Information relating to security holders as at 7 August 2015.
Shares
DISTRIBUTION OF SHAREHOLDERS
1- 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Number of holdings less than a marketable parcel of shares – 81 (1,334 shares)
TOP TWENTY SHAREHOLDERS
Name
WASHINGTON H SOUL PATTINSON AND GROUP LIMITED
MULAWA HOLDINGS PTY LTD
ANKLA PTY LTD
CITICORP NOMINEES PTY LIMITED
BKI INVESTMENT GROUP LIMITED
SANDHURST TRUSTEES LTD
MR THOMAS KELSALL LINDSAY + MR THOMAS GLEN LINDSAY
MILTON CORPORATION LIMITED
LINDSAY SUPER CO PTY LTD
J P MORGAN NOMINEES AUSTRALIA LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
K & D LINDSAY PTY LTD
RM AND DM PELL PTY LTD
HEADING EAST PTY LTD
MS GRETA MARJORIE LINDSAY
NATIONAL NOMINEES LIMITED
PROCO PTY LTD
MR MATTHEW SINGLETON
JANALA PTY LTD
YESOR PTY LTD
Number of
Shareholders
Number of
Shares
79
360
257
721
185
22,672
1,027,826
2,029,683
24,191,992
260,655,251
1,602
287,927,424
Number of
Shares
55,526,491
27,794,450
19,430,408
16,796,021
15,983,130
12,752,782
11,364,402
8,004,000
6,219,739
5,656,716
3,798,572
3,222,148
3,022,761
2,549,506
2,328,551
2,200,417
2,100,000
2,033,333
1,919,626
1,833,333
% of Issued
Shares
19.28
9.65
6.75
5.83
5.55
4.43
3.95
2.78
2.16
1.96
1.32
1.12
1.05
0.89
0.81
0.76
0.73
0.71
0.67
0.64
204,536,386
71.04
Lindsay Australia Limited 2015 | Annual Report
Page 96
LINDSAY AUSTRALIA LIMITED
ABN: 81 061 642 733
SHAREHOLDER INFORMATION (CONTINUED)
Substantial Shareholders
The names of substantial shareholders who have notified the company in accordance with section 617B of the
Corporations Act 2001 are:
Name
Number of Shares
% of Issued Shares
Mulawa Holdings Pty Ltd
Washington H Soul Pattinson & Group Limited
Mizikovsky Group
Naos Asset Management Limited
BKI Investments Group Limited
29,714,076
55,526,491
21,232,072
15,656,288
16,341,631
10.32
19.28
7.48
6.14
5.75
Voting Rights of Ordinary Shares
The holders of ordinary shares in the Group are entitled at any general meeting, either in person or by proxy, on a show
of hands, to one vote, and on a poll to one vote for each fully paid share.
On-market Buy Back of Shares
There is no current on-market buyback of shares.
Page 97
Lindsay Australia Limited 2015 | Annual Report