Lindsay Australia Limited
ABN 81 061 642 733
ASX Code
LAU
Appendix 4E
for the year ended 30 June 2022
ASX Rule 4.3A
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2022
Page 1
Lindsay Australia Limited (LAU)
Results for announcement to the market
Up
Up
26.7%
1,433.5%
A$000
30 June 2022
557,659
19,230
A$000
30 June 2021
440,293
1,254
From
From
Revenues
Profit after tax attributable to
members
Dividends
Interim 2022 dividend - paid on 08 April 2022
Final 2022 dividend – to be paid on 07 October
2022
Amount per
security
1.4 cent
1.8 cent
Franked
amount per
security
0%
0%
Conduit
Foreign
Income
Nil
Nil
The Record Date for determining entitlements to the dividend is 23 September 2022.
Management Comments
Refer Annual Report 2022 which has been lodged concurrently with App 4E.
Comparison of half-year profits
Profit (loss) after tax attributable to members for the 1st half-year.
Profit (loss) after tax attributable to members for the 2nd half-year.
12,235
6,995
6,511
(5,257)
$A’000
30 June 2022
$A’000
30 June 2021
Ratios
Profit before tax / revenue
Profit before tax as a percentage of revenue
Profit after tax / equity interests
Profit after tax attributable to members as a percentage of equity
(similarly attributable) at the end of the year
30 June 2022
30 June 2021
4.94%
18.69%
0.41%
1.41%
Earnings Per Security (EPS)
(a) Basic EPS
(b) Diluted EPS
(c) Weighted average number of ordinary shares outstanding
during the period used in the calculation of Basic EPS
30 June 2022
6.4 cents
6.4 cents
30 June 2021
0.4 cents
0.4 cents
300,793,889
299,604,515
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2022
Page 2
NTA backing
Net Tangible Assets (NTA)
$A’000
30 June 2022
$A’000
30 June 2021
94,490
79,914
Net tangible asset backing per ordinary security
31.3 cents
26.6 cents
The net tangible asset back per ordinary security of 31.3 cents is inclusive of right-of-use assets and lease
liabilities.
Dividends
Date the dividend is payable
Record date to determine entitlements to the dividend
If it is a final dividend, has it been declared?
Dividend amount per security
Final dividend:
Interim dividends:
Total dividend per security:
Current year
Previous year
Current year
Previous year
Current year
Previous year
There is no Conduit Foreign Income in the 2022 or 2021 financial years.
07 October 2022
23 September 2022
Yes
Amount per
security
¢
1.8
0.5
1.4
1.2
3.2
1.7
Franked
amount per
security at
30% tax
¢
0%
0%
0%
100%
0%
Mixed
Other disclosures in relation to dividends
The company has a dividend reinvestment plan. The last date for election to participate in the plan is
26 September 2022. Shares issued pursuant to the plan are at 5% discount to the volume weighted
average price for the five business days prior to and including the record date.
Issued and quoted securities at end of current year
Category of securities
Total number Number quoted
Issue price per
security
(cents)
Ordinary securities
Changes during current year:
Increases through issues:
Dividend Re-investment Plan
Dividend Re-investment Plan
Employee Incentive Plan
Employee Incentive Plan
301,987,330
301,987,330
294,732
763,110
400,000
400,000
294,732
763,110
400,000
400,000
33.00
35.00
Nil
Nil
1,857,842
1,857,842
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2022
Page 3
Annual meeting
The annual meeting will be held as follows:
Place
Date / Time
The Annual General Meeting will be conducted as a
virtual meeting. Details will be confirmed in the notice
of meeting.
To be confirmed.
Approximate date the annual report will be
available
17 August 2022 – lodged concurrently with app 4E
Compliance statement
This report has been prepared under accounting policies which comply with accounting standards as
defined in the Corporations Act.
This report and the accounts, upon which the report is based, use the same accounting policies.
1. This report does give a true and fair view of the matters disclosed.
2. The entity has a formally constituted audit committee.
3. There are no entities over which control has been gained or lost during the period.
4. This report is based on accounts that have been audited.
Justin Green
Chief Financial Officer and Company Secretary
Date: 17 August 2022
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2022
Page 4
ANNUAL REPORT
2022
ANNUAL REPORT
For the financial year ended 30 June 2022
DIRECTORS
Chair Non-executive
Mr Ian M Williams
Managing Director and Chief Executive Officer
Mr Michael K Lindsay
Non-executive Directors
Mr Robert L Green
Mr Matthew R Stubbs
Mr Stephen P Cantwell
Mr Broderick T Jones
GROUP LEGAL COUNSEL
& COMPANY SECRETARY
CHIEF FINANCIAL OFFICER
& COMPANY SECRETARY
Mr Justin T Green
SHARE REGISTER
REGISTERED & PRINCIPAL
Computershare Investor Services Pty Ltd
Level 1, 200 Mary Street, Brisbane QLD 4000
Telephone: 1300 552 270
Website: www.computershare.com.au
ADMINISTRATIVE OFFICE
152 Postle St, Acacia Ridge, QLD 4110
Telephone: (07) 3240 4900
Fax: (07) 3054 0240
Website: www.lindsayaustralia.com.au
AUDITOR
Pitcher Partners
Level 38, 345 Queen Street, Brisbane, QLD, 4000
STOCK EXCHANGE LISTING
Lindsay Australia Limited shares are listed on the Australian
Securities Exchange, code LAU
TABLE OF CONTENTS
ABOUT LINDSAY AUSTRALIA
DIRECTORS’ REPORT
Remuneration report
AUDITOR’S INDEPENDENCE DECLARATION
ANNUAL FINANCIAL REPORT
Consolidated Statement of Profit and Loss and
Other 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
1
2
15
25
26
29
30
31
32
33
68
69
73
84
OUR BUSINESS
Lindsay Australia Limited’s core divisions share common customers within the
agriculture and horticulture industries which gives the Lindsay Group a strategic
advantage by providing a unique end-to-end service solution for all our customer’s
needs.
The Group continues to remain agile, increasing the range of services it can offer and
the regions that it services. In the 2022 financial year the Group continued to expand
its rail service offering, with an increase in our container fleet and continued to target
growth in key horticulture regions.
Our Locations
Lindsay Rural
Lindsay Transport
Lindsay Fresh Logistics
Brisbane Markets
Adelaide
Atherton
Ayr
Brisbane Shop
Brisbane Warehouse
Bowen
Brandon
Bundaberg
Childers
Coffs Harbour
Emerald
Gatton
Innisfail
Invergordon
Mareeba
Mildura
Mundubbera
Murwillumbah
Nambour
Stanthorpe
Tully
Woolgoolga
Adelaide
Ayr
Bowen
Brisbane
Bundaberg
Childers
Coffs Harbour
Emerald
Gatton
Innisfail
Mackay
Mareeba
Melbourne
Mildura
Mundubbera
Nambour
Perth
Stanthorpe
Sydney
Tully
DIRECTORS’
REPORT
Directors’ Report
The Directors present their report (including the Remuneration
Report) together with the Financial Statements of the
consolidated entity, being Lindsay Australia Limited and its
controlled entities, for the year ended 30 June 2022, referred to
throughout the report as the Group.
Directors and Company Secretary information
Mr Ian Williams
Non-executive Chair
Mr Williams was appointed to the Lindsay Australia Limited
Board in September 2021 as an Independent Non-executive
Director and Chair.
Mr Williams is currently Chair of NXT Building Group, and a
director of ASX listed New Hope Corporation, ASX listed KGL
Resources, Stoddard Group, National Group Corporation and
Baseball Australia. Mr Williams was a corporate partner with
international law firms Herbert Smith Freehills and Ashurst for 20
years.
Mr Williams is currently Vice-President of the Australia Japan
Business Co-operation Committee.
Mr Williams is a member of the Australian Institute of Company
Directors.
Mr Michael Lindsay
Managing Director and Chief Executive Officer
Mr Lindsay has been Managing Director and Chief Executive
Officer of Lindsay Australia Limited since 2002.
Mr Lindsay has almost 40 years’ experience in the Australian
transportation and rural merchandising industries. From 1974 to
1983 he worked for Lindsay Transport, gaining 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 national business.
Mr Lindsay has held no other directorships with listed companies
during the last three years.
Mr Robert Green
Non-executive Director
Mr Green was appointed to the Board in August 2019 as an
Independent Non-executive Director.
Mr Green has considerable board relevant experience working
as a Senior Executive and General Manager in the Australian
and International agricultural industry over many years. Key
areas of experience include Operations Management and
Business Development. Mr Green brings extensive relevant
experience to the Group in trading, importing and distribution
across a range of industries including the international agriculture
industry.
Mr Green is currently a Director of Namoi Cotton Limited and is
Chair of the Trading and Operational Risk Committee.
Mr Green has held previous directorships with Louis Dreyfus
Australia, Union Dairy Company, Macrofertil Australia, Soy
Australia and was previously President of Australian Oilseeds
Federation and Director and past President of Australia Grain
Exporters Association.
Mr Green is a member of the Australian Institute of Company
Directors.
Mr Green has held no other directorships with other listed
companies during the last three years.
Mr Matthew Stubbs
Non-executive Director
Mr Stubbs was appointed to the Board in September 2021 as an
Independent Non-executive Director.
Mr Stubbs is the founder and managing director of Allier Capital,
a boutique M&A advisory firm.
Mr Stubbs has over twenty years’ experience in investment
banking and during his career worked on a broad range of both
public and private transactions.
Mr Stubbs holds an MBA from AGSM and a Bachelor of Laws
and Bachelor of Commerce from the University of Queensland.
Mr Stubbs was previously a Non-executive Director of ASX listed
Lantern Hotel Group and Everlight Radiology.
Mr Stubbs has held no other directorships with other listed
companies during the last three years.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
3
Mr Stephen Cantwell
Non-executive Director
Mr Cantwell was appointed to the Board in December 2021 as an
Independent Non-executive Director.
With almost 40 years’ experience in a broad range of strategic,
functional and customer facing roles with major national and
international businesses, Mr Cantwell has extensive experience
backed by strong commercial acumen.
Mr Cantwell is currently a director for the Port of Brisbane and
Queensland Rail and a director and Chair of TasRail.
Mr Cantwell holds a Business Degree from the University of
Southern Queensland, majoring in Operations Research and
Information Systems and holds a Graduate Diploma in Transport
Management and a Master of Business Degree from the Royal
Melbourne Institute of Technology.
Mr Cantwell is a Fellow of the Chartered Institute of Transport
and Logistics and a Fellow of the Centre for Integrated
Engineering Asset Management.
Mr Cantwell is a Graduate Member of the Australian Institute of
Company Directors.
Mr Cantwell has held no other directorships with other listed
companies during the last three years
Mr Justin Green
Chief Financial Officer and Company Secretary
Mr Green was appointed Chief Financial Officer in January 2018
and Company Secretary in May 2018.
Mr Green has been with the Group for 20 years and has held
both key Group finance roles and commercial positions for both
the Rural and Transport divisions.
Mr Green is a member of the Australian Institute of Company
Directors.
Mr Green holds a Bachelor of Business (accounting) and is a
member of CPA Australia.
Mr Broderick Jones
Group Legal Counsel and Company Secretary
Mr Jones joined Lindsay Australia Limited in September 2014
and was appointed Company Secretary in October 2014.
Mr Jones holds a Bachelor of Laws degree from Queensland
University of Technology and has over 20 years’ professional
experience within law, finance, property and markets gained from
a number of senior roles both domestically and internationally.
Mr Richard Anderson OAM
Chairman Non-executive Director
(resigned 31st August 2021)
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 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 held a previous directorship with Namoi Cotton
Limited.
Mr Anderson has held no other directorships with other listed
companies during the last three years.
Mr Anderson resigned on the 31st of August 2021.
Mr Anthony Kelly
Non-executive Director
(resigned 5th November 2021)
Mr Kelly’s career portfolio of directorships include Brismark
(President), Brisbane Markets Limited, Gladstone Ports
Corporation, Carter & Spencer Group, Brisbane Lions AFL
Football Club (Chairman) and Horticulture Innovation Australia
Limited which included chairing the International Trade Advisory
Panel and International Market Access Assessment Panel. He
has chaired and been a member of various Board committees
which included Finance and Audit, Legal and Compliance and
Remuneration and Nominations.
Tony graduated with a Bachelor of Laws Degree (UQ) and
worked in the legal profession as a Judge’s Associate and
Solicitor. More recently, Tony’s business experience has been
extended into his co-ownership of the emerging Veracity
Technology in the IT industry.
Tony has been a Non-executive Director of Lindsay Australia
Limited since 2019 and has held no other directorships with other
listed companies during the past three years.
Mr Kelly resigned on the 5th of November 2021.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
4
Meeting of the directors
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
Held
Attended
Held
Attended
Held
Attended
15
18
3
5
18
15
9
15
18
3
4
18
15
9
1
-
1
1
2
1
1
1
-
1
1
2
1
1
1
-
1
1
2
1
1
1
-
1
1
2
1
1
Environmental &
Occupational Health
& Safety Committee
Attended
Held
9
11
2
3
11
9
6
9
11
2
3
11
9
6
I M Williams (a)
M K Lindsay
R A Anderson (b)
A R Kelly (c)
R L Green
M R Stubbs (d)
S P Cantwell (e)
(a)
(b)
(c)
(d)
(e)
I M Williams appointed on 3 September 2021.
R A Anderson resigned on 31 August 2021.
A R Kelly resigned on 5 November 2021.
M R Stubbs appointed on 3 September 2021.
S P Cantwell appointed on 17 December 2021.
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 below.
Committee membership
As at the date of this report, the Group has an Audit and Risk Committee, an Environmental & 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
M R Stubbs (Chair)
R L Green (Chair)
S P Cantwell (Chair)
I M Williams
R L Green
S P Cantwell
I M Williams
S P Cantwell
M R Stubbs
I M Williams
R L Green
M R Stubbs
M K Lindsay
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
M K Lindsay
I M Williams
R L Green
M R Stubbs
S P Cantwell
Ordinary Shares
Share Options (i)
13,012,487
400,000
-
-
280,000
-
-
-
-
-
(i)
Unlisted share options over ordinary shares that have vested since period end but not yet exercised.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
5
Share options
Refer to the Remuneration Report for additional information on share options.
Share options do not entitle the holder to participate in any share issue of the Group.
During the 2022 financial year there were 400,000 share options granted over unissued ordinary shares as part of key
management personnel employment agreements. Refer to the Remuneration Report for additional information on share
options.
No share options over ordinary shares were granted in the 2021 financial year.
During the 2022 financial year 400,000 share options granted over unissued ordinary shares as part of an employment
agreement vested. At the end of the financial year there were 800,000 share options outstanding over unissued ordinary
shares which have not yet vested.
Detailed below is information regarding share options outstanding at the date of this report.
Details
Quantity
Exercise Price
M K Lindsay: Unlisted share options over ordinary shares
Vested – (issued October 2019) (a)
J T Green: Unlisted share options over ordinary shares
Not Vested (issued October 2021)
C R Baker: Unlisted share options over ordinary shares
Not vested (issued October 2021)
(a)
400,000
200,000
200,000
$nil
$nil
$nil
Unlisted share options over ordinary shares have vested since period end but not yet exercised.
Shares issued on the exercise of options
During the 2022 financial year there were 800,000 shares issued to M K Lindsay on exercise of share options.
No shares were issued during the 2021 financial year pursuant to the exercise of options.
Refer to the Remuneration Report for additional information on share options.
Insurance of officers and indemnities
Lindsay Australia Limited agrees to indemnify each director, officer, and company secretaries of the Group and of its
Australian based subsidiaries against any liability:
a.
b.
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
for legal costs incurred in connection with proceedings for relief to the director or company 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. Disclosure of the premium paid is not permitted under the terms of
the insurance agreement.
Significant changes in state of affairs
There were no significant changes to state of affairs during the financial year.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
6
Events after the reporting date
Dividend
Since the end of the financial year, the directors have recommended payment of a final ordinary dividend of $5,435,772
(1.80 cents per share unfranked) for the year ended 30 June 2022.
Other
Other than the dividend recommendation disclosed above, to the directors’ knowledge, no matter or circumstance has
arisen since the end of the financial 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.
Principal activities
The principal activities and operations of the Group during the financial year were the transportation of refrigerated and
general freight, logistic services associated with the import and export of horticultural goods and merchandising of rural
supplies.
There were no significant changes in the nature of the activities of the Group during the year.
Likely developments and expected results
Refer to the Strategy, Risk and Governance section set out on page 14.
Environmental compliance
The Group’s operations are subject to environmental laws and the National Greenhouse Energy Reporting Act 2007.
The Group complies with this Act.
The directors are not aware of any environmental issues which have been raised in relation to the Group’s operations
during the 2022 financial year or subsequently up to the date of this report.
Dividends paid during the financial year
Dividends paid to members are as follows:
Final ordinary dividend per share paid on 8th October 2021 for the prior financial year (2021: 9th
October 2020)
2022
cents
2021
cents
0.5
0.5
Interim ordinary dividend per share paid on 8th April 2022 (2021: 9th April 2021)
1.4
1.2
Dividends recommended after the end of the financial year
Since the end of the financial year, the directors have recommended payment of a final ordinary dividend of $5,435,772
(1.80 cents per share unfranked) for the year ended 30 June 2022.
Rounding of amounts
Unless otherwise stated, the amounts in this report and in the financial report have been rounded to the nearest $1,000
(where rounding is applicable) relying on rounding relief under ASIC Corporations (Rounding in Financial/Directors’
Reports) Instrument (2016/191). The Group is an entity to which the instrument applies.
Auditor’s independence declaration
A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is
attached on page 25 of this report.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
7
Non-audit services
The Company may decide to engage 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 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 impartiality
and objectivity of the auditor; and
None of the services undermines the general principles relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants (including Independence Standards).
Pitcher Partners received or are due to receive the following amounts for the provision of non-audit services during the
year ended 30 June 2022:
Non-audit services
Tax compliance services
Operating and financial review
2022
$
2021
$
-
12,150
Reconciliation of results from the Group’s operations
A summary of the Group’s financial results from its continuing operations for the financial year ending 30 June 2022 and
the prior comparative year is set out below.
Underlying operations defined in this report are the Group’s reported financial results as set out in the financial
statements, adjusted for significant items that are non-recurring or items incurred outside the ordinary operations of the
Group. Significant items in the 2022 financial year include a reduction in fuel tax credits and interest from a revised ATO
assessment that were expensed in prior years and costs associated with the reinstatement of the Brisbane market
facility after a severe flood event. Significant items arose in the prior financial year from fuel tax credit adjustments and
interest costs relating to prior years, merger and acquisition costs expensed and a trade receivable impairment
provision.
The below table provides a reconciliation of the Group’s reported profit/(loss) before tax and statutory EBITDA as
contained in the financial statements (see Note 32 Segment Information) and non-IFRS (International Financial
reporting Standards) underlying operations. The Directors believe the additional information included in the report is
useful for measuring the financial performance of the Group. The following non-IFRS reconciliation has not been subject
to the Group’s audit but is extracted from the audited financial statements.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
8
2022 – reconciliation of results from the Group’s operations
$’000
$’000
$’000
$’000
Transport
Rural
Corporate/
Unallocated
Group
Reported profit (loss) before tax
Underlying adjustments
Impact of AASB 16 Leases (a)
Depreciation right of use property/other
Finance costs right of use property/other
40,485
10,669
(23,613) 27,541
6,650
2,413
1,042
111
2,416 10,108
849
3,373
Operating lease rental payments (b)
(7,789)
(1,111)
(3,078) (11,978)
AASB 16 Leases profit impact
1,274
42
187
1,503
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
Interest on fuel tax credit assessment relating to prior years (c)
Facility reinstatement costs from Brisbane Flood (d)
Total other underlying adjustments
Total underlying adjustments
Underlying profit (loss) before tax
Reported EBITDA
Underlying adjustments
Impact of AASB 16 Leases (a)
Operating lease rental payments (b)
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
Facility reinstatement costs from Brisbane Flood (d)
Total underlying adjustments
Underlying EBITDA
(a) Eliminates the impact of AASB 16 Leases.
(1,866)
-
1,138
(728)
546
-
-
-
-
-
(1,866)
(1,546)
(1,546)
-
1,138
(1,546)
(2,274)
42
(1,359)
(771)
41,031
10,711
(24,972) 26,770
74,714
12,241
(14,174) 72,781
(7,789)
(1,111)
(3,078) (11,978)
(1,866)
1,138
-
-
-
-
(1,866)
1,138
(8,517)
(1,111)
(3,078) (12,706)
66,197
11,130
(17,252) 60,075
(b) Operating lease rental payments were expensed prior to the adoption of AASB 16 Leases.
(c) Reversal of fuel tax credit adjustments (FTC) and interest charges that were accounted for in FY2021. The
adjustments are based on an amended assessment notice from the Australian Taxation Office. The
adjustments relate to prior financial years.
(d) Costs associated with the reinstatement of Brisbane Market facility and associated costs with the Brisbane
floods.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
9
2021 – reconciliation of results from the Group’s operations
Reported profit (loss) before tax
Underlying adjustments
Impact of AASB 16 Leases (a)
Depreciation right of use property/other
Finance costs right of use property/other
Transport
Rural
Corporate/
Unallocated
Group
$’000
19,909
$’000
8,339
$’000
$’000
(26,445)
1,803
6,404
2,567
758
103
2,416
9,578
939
3,609
Operating lease rental payments (b)
(7,530)
(829)
(2,980) (11,339)
AASB 16 Leases profit impact
1,441
32
375
1,848
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
6,266
Interest on fuel tax credit assessment relating to prior years (c)
Merger and acquisition costs (d)
Provision for doubtful debt (e)
Total other underlying adjustments
Total underlying adjustments
Underlying profit (loss) before tax
Reported EBITDA
Underlying adjustments
Impact of AASB 16 Leases (a)
Operating lease rental payments (b)
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
Merger and acquisition costs (d)
Provision for doubtful debt (e)
Total underlying adjustments
Underlying EBITDA
(a) Eliminates the impact of AASB 16 Leases.
-
-
-
6,266
7,707
-
-
-
-
-
-
6,266
1,546
1,546
1,231
1,231
1,140
1,140
3,917 10,183
32
4,292 12,031
27,616
8,371
(22,153) 13,834
52,316
9,607
(13,927) 47,996
(7,530)
(829)
(2,980) (11,339)
6,266
-
-
(1,264)
51,052
-
-
-
(829)
8,778
-
6,266
1,231
1,231
1,140
1,140
(609)
(2,702)
(14,536) 45,294
(b) Operating lease rental payments were expensed prior to the adoption of AASB 16 Leases.
(c)
In June 2021 the ATO completed its Fuel Tax Credit (FTC) audit and issued the Company with an amended
assessment relating to FTC’s previously assessed. The notice related to the review period of May 2017 to
June 2019 which included claims for periods dating back to 2006.
(d) Merger and acquisition costs that have been incurred by the Company and have been expensed during the
financial year are outside the Companies ordinary operations.
(e) The Company has made a provision for a trade receivable for a customer who notified the Company that they
had entered administration proceedings. The Company consider this as a one-off transaction that will not
impact ongoing ordinary operations.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
10
Summary of operating results
In the 2022 financial year, the Group continued to expand and diversify its services, products and regional footprint to
meet the evolving needs of customers. Despite ongoing disruptions from COVID-19 and several adverse weather
events during the year the Group delivered a strong performance. The FY2022 result is a testament to the robust
foundations formed over several years from capital investment in facility upgrades, fleet renewal, rail expansion and
technology investments, as well as the Rural division’s improvements as a result of a strategic shift in the division’s
operating model. The Group’s investment initiatives remain focused on delivering long-term value creation for
customers, employees, shareholders and the wider community.
Driven by strong demand for the Lindsay Group’s road, rail and rural services, Group operating revenue for FY2022
grew by 27.1% to $553.07 million, and on an underlying basis, Group EBITDA increased by 32.6% to a record $60.1
million.
Reported and underlying results
Operating Revenue
EBITDA
Depreciation & Amortisation
EBIT
Finance Costs
Reported Net Profit Before Tax
Income Tax
Reported Net Profit After Tax
Underlying EBITDA
Underlying Net Profit Before Tax
2022
$’000
2021 % Change
$’000
553,070
435,153
72,781
47,996
(38,614)
(36,288)
27.1%
51.6%
6.4%
34,167
11,708
191.8%
(6,626)
(9,905)
(33.1%)
27,541
(8,311)
19,230
60,075
26,770
1,803
1427.5%
(549)
1413.8%
1,254
1433.5%
45,294
13,834
32.6%
93.5%
Within the Transport division, expansion of rail operations was a crucial driver of Group performance and the FY2022
result. This growth continues to be supported by the Group’s investment in new refrigerated rail containers and
associated equipment, which totalled $8 million and added 75 new containers in the reporting period. An additional 27
refrigerated rail containers will be in operation in the first quarter of FY2023, bringing the Group’s total container fleet of
dry (20) and refrigerated containers (383) to 403.
In meeting our customers’ ongoing logistical challenges and needs, Lindsay Australia’s integrated road and rail service
offering has become an increasingly valuable point of difference to our competitors in the market. Customers value the
flexibility of choice and reliability that the Group’s operating model provides, particularly during road or rail network
disruptions which was experienced throughout FY2022. Throughout the reporting period road and rail services
experienced significant disruptions due to adverse weather, which was largely mitigated due to the strength in the
Lindsay Group’s integrated service model.
The Transport division continues to benefit from strong demand for both rail and road transport services, supporting the
Group’s ongoing investment in these capabilities. Although rail has been the key organic growth strategy for the past
three financial years, the capital invested in the road fleet renewal program has ensured that both parts of the division
remain well placed to take advantage of the strong market conditions. The high demand for road services has provided
a platform to expand the fleet in FY2023 by adding larger capacity road combinations in the first half of FY2023 and
expanding Transport’s trailer fleet in the second half of FY2023.
In addition, Rural’s continued emphasis on growth in high-value horticulture regions, increasing its share of wallet with
existing customers across new products and focus on a streamlined cost structure have helped to deliver ongoing
earnings improvements over the past 3 years.
Divisional Investment
The Group focused its capital expenditure (capex) in FY2022 on delivering long-term growth:
•
•
•
RAIL: The addition of 75 new refrigerated containers during the year, expanding the Group’s refrigerated rail
capacity to 356 containers at the end of the financial year. Growth capex for the year was $8.0 million for
refrigerated containers and associated equipment;
ROAD: Renewal capex of $15.2 million was invested in the Group’s Road operations to ensure the Transport
division takes advantage of the latest safety technology and efficiency improvements; and
FACILITIES: A joint Transport and Rural facility was opened in Ayr, Queensland in October 2021.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
11
Segment Overview
External Revenue
Transport – freight services
Rural – sale of goods
Segment profit before tax
Transport – reported
Transport – underlying
Rural – reported
Rural – underlying
Transport Segment
2022
$’000
2021 % Change
$’000
396,327
297,266
156,743
137,887
553,070
435,153
33.3%
13.6%
27.0%
2022
$’000
2021 % Change
$’000
40,485
41,031
19,909
103.4%
27,616
48.6%
10,669
10,711
8,339
8,371
27.9%
28.0%
Transport’s external revenues grew by 33.3% to $396.33 million, achieving an increase in underlying segment profit
before tax contribution of 48.6% to $41.03 million and on a reported basis was $20.58m or 103.4% above the prior
period. The underlying comparison excludes a reversal of fuel tax credits expense accrued in FY2021 relating to prior
years and eliminates the impact of AASB 16 for comparison purposes and other abnormal costs associated with the
2022 Brisbane flood.
Transport’s external freight revenue year-on-year increase of $99.06 million was driven by additional rail capacity,
increased volumes from existing customers and new customer additions across both road and rail. Fuel levy recoveries
also contributed to the increase in revenues due to the rise in fuel pricing. Rail freight accounted for $28.6 million of the
revenue rise.
Transport’s road fleet capacity was similar to the previous year, with growth investment concentrated on opportunities in
refrigerated rail. Lindsay Australia added 75 refrigerated rail containers to its fleet during the financial year, taking the
Group’s refrigerated fleet to 356 at year-end. An additional 27 refrigerated containers are included in the capital
expenditure plan for the first quarter of FY2023.
The Group will continue to renew its road fleet in line with the replacement plan which remains a key pillar to the on-
going success in the Transport segments performance and ensuring the fleet remains first in class while delivering
efficiency and safety across Lindsay Australia’s network. FY2023 will see the Group invest in continued growth of the
road fleet capability and deliver operational improvements.
Rural Segment
The Rural division’s external revenue grew by 13.6% to $156.74 million, with an increase in underlying segment profit
before tax contribution of 28.0% to $10.71 million.
Rural’s year-on-year external sales uplift of $18.86 million was achieved through an expanded branch footprint and a
focus on increasing its dedicated sales team in both new and established horticulture regions.
Rural reported a divisional profit before tax contribution in FY2022 of $10.67 million, an increase of $2.33 million
(27.9%), benefiting from the expanded branch footprint, increase in sales staff, increased share of wallet with customers
and a focus on reducing operating costs.
The division will continue to focus on high-growth horticulture regions that have a strategic synergy with the Transport
division and will look to further expand its branch footprint in FY2023.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
12
Corporate Update
Safety, People, Culture
During the financial year, the Group employed 1,494 full-time equivalent employees (FTE’s), an increase of 55 FTE’s
from FY2021.
Division
Corporate
Rural
Transport
Total FTE
2022
70
117
1,307
1,494
2021
Change
%
69
104
1,267
1,439
1
13
40
55
1.5%
12.5%
3.2%
3.8%
The Board recognises the important leadership role it plays in promoting the Group’s core values. The “Lindsay Way”
motto sets a standard through which we hold ourselves accountable to customers, shareholders, partners and
employees by honouring commitments and striving for excellence. The Group's core values are both individually
significant and in combination, lay the platform for everyday operations and build a sustainable business for the future.
SAFETY FIRST: Making safety a personal value; think SAFE, act SAFE, be SAFE
PEOPLE FOCUSED: Development and support of current and future employees
VALUE FAMILY: Recognising the importance and value of family life
COMMUNITY SUPPORTIVE: Involved and supportive of the local communities
CUSTOMER & SUPPLIER ORIENTED: Maintain and improve high level of service to customers and suppliers
INDUSTRY INNOVATORS: Constantly challenging ourselves to provide and develop new innovations
COVID-19 impact
The Group remains a committed essential service provider in the food supply chain and continues to manage the
ongoing challenges presented by the COVID-19 pandemic. The Group continues to maintain a significant number of
safety initiatives in response to the COVID-19 challenge, focusing on employee, customer, supplier and community
wellbeing.
The Transport division's import and export operations, conducted by Lindsay Fresh Logistics, experienced a material
decline in revenues during the 2021 and 2020 financial years due to a shortage of available air freight services. In
FY2022, the Group saw an uplift in these revenues, returning to pre-pandemic levels as additional available airfreight
capacity returned. The Lindsay Fresh division did not receive Australian Government incentives in FY2022, whereas the
division was eligible for the Australian Government JobKeeper wage subsidy scheme in FY2021 when it received
subsidies of $2.06 million.
Transport’s road freight business has been impacted by higher staff absenteeism, increasing operating costs for the
financial year and impacting the delivery of some services.
Although the Rural division continues to experience supply restraints across several products manufactured overseas
due to increased shipping timeframes, the division was not materially impacted during FY2022.
Group operating cash flows were negatively affected due to the need to hold higher inventory balances resulting from
international supply chain constraints. It is anticipated that these disruptions will continue throughout FY2023.
Although the Group's divisions remain fully operational as an essential service provider in all States, we note that
circumstances are subject to sudden and continual changes.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
13
Strategy, Risk and Governance
Business strategies and prospects for future years
The Group’s overall business strategy remains consistent with prior years. Plans and initiatives for both service and
geographical diversification remain a goal to reduce seasonal revenue risks. Operational performance from equipment
utilisation remains a priority as is the continuous review of the latest technology to improve safety and systems.
Investing for future growth and sustainability
•
•
•
•
Upgrading facilities to increase capacity and improve operational efficiencies;
Expanding geographical reach to reduce seasonality risks;
Expanding service range to meet changing customer needs; and
Investing in technology to deliver safety outcomes.
Transport division
•
•
•
•
Rail fleet expansion to support new freight lanes and customer additions;
Road fleet renewal to deliver a modern fleet with latest safety features;
Facility upgrades to deliver increased cold chain capacity; and
Technology updates to achieve increased equipment utilisation.
Rural division
•
•
•
•
Expand geographical reach to new major horticulture regions;
Expand dedicated sales team;
Focus on product sales mix to deliver margin improvements; and
Leverage existing Transport geographical reach.
Risk management
The Group takes a proactive approach to risk management. The board is responsible for ensuring that risks and
opportunities are identified on a timely basis.
The board adopts the “three lines of defence” model for management of risks:
•
•
•
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;
Monitor and management of risks. Committees to report on specific business risks including such matters as
environmental issues and concerns, and occupational health and safety; and
Testing and assurance of the risk systems.
Risk and uncertainties that could impact future results
External risks include: weather, volatile fuel pricing, exchange rates, commodity prices, credit risks, competition, cyber,
climate change and regulatory changes.
Strategic risks include: making unsuccessful acquisitions and not adapting to continually changing technologies.
Operation risks include: labour force management, fleet safety, and succession planning for key management
personnel.
Funding and dividend strategy
Total dividends of 3.2 cents (1.4 cent interim, 1.8 cents final) have been paid or recommended out of the FY2022 profit.
This is a payout of $9,625,000 representing 50% of after-tax profit. The board continually evaluates the payout ratio to
ensure there are sufficient funds to sustain and grow the business while considering shareholder’s interests.
Lindsay Australia Limited | Annual Report 2022 | Directors’ Report
14
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 information provided in this Remuneration
Report has been audited as required by section 308(3C) of the Corporations Act 2001.
The Remuneration Report contains the following sections:
Contents
A.
B.
C.
D.
E.
F.
G.
H.
Principles used to determine the nature and amount of remuneration
Service Agreements
Details of Remuneration Paid to Key Management Personnel
Other Transactions with Key Management Personnel
Share-Based Compensation
Equity Holdings of Key Management Personnel
Loans to Key Management Personnel
Additional Information
16
21
21
22
22
23
23
24
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
15
A. Principles used to determine the nature and amount
of remuneration
Remuneration philosophy
It is the Group’s objective to provide maximum shareholder benefit by the attraction and retention of a high-quality board and executive
team (key management personnel). This is in part achieved by remunerating directors and executives fairly and appropriately with
reference to relevant employment market conditions and results delivered.
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.
Engagement of remuneration consultants
In accordance with the Corporations Act 2001, an engagement of a remuneration consultant to provide recommendations in respect of
key management personnel must be approved by the Remuneration Committee. During the 2022 financial year, remuneration
consultants were engaged to provide services to the Group, including executive assessments, job evaluations and profiling,
benchmarking and executive remuneration reviews. The fees paid for these services were $53,858 (2021: $nil).
Voting and comments made at the Group’s 2021 Annual General Meeting
Lindsay Australia Limited received more than 95% of “yes” votes on eligible votes cast by shareholders present or by proxy on its
Remuneration Report for the 2021 financial year. The Company did not receive any specific feedback at the Annual General Meeting or
throughout the year on its remuneration practices.
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
16
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 shareholders at 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 where shareholders
approved an aggregate remuneration of $450,000 per year. The actual amount paid including statutory superannuation during the
financial year ended 30 June 2022 was $283,889 (2021: $255,653).
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 remuneration is paid for board committee membership.
Non-executive director personnel
The table below lists the executive directors and non-executive directors of Lindsay Australia Limited during the financial year:
Name
Position
Appointment Date
Resignation Date
I M Williams
Director and Chair (Non-Executive)
3 September 2021
R L Green
Director (Non-Executive)
M R Stubbs
Director (Non-Executive)
S P Cantwell Director (Non-Executive)
26 August 2019
3 September 2021
17 December 2021
M K Lindsay Managing Director and Chief Executive Officer 26 November 1996
R A Anderson Director and Chair (Non-Executive)
16 December 2002
31 August 2021
A R Kelly
Director (Non-Executive)
3 May 2019
5 November 2021
The directors mentioned above held office for the entire financial year and since the end of the year except as otherwise noted.
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
17
Non-Executive director remuneration
Details of the nature and amount of the emolument of each director of the Company for the years ended 30 June 2022 and
30 June 2021 are set out in the below table.
Short-term
benefits
Long-term
benefits
Post-employment
benefits
Share-based
payments (a)
Total
Performance
related
Salary
and fees
$
Cash
Bonus
$
Non-monetary
benefits
$
Long service
leave
$
Superannuation
Options
$
$
$
Non-executive directors
I M Williams (Chair) (appointed 3 September 2021)
2022
2021
R L Green
2022
2021
70,471
-
63,278
63,278
-
-
-
-
M R Stubbs (appointed 3 September 2021)
2022
2021
52,853
-
-
-
S P Cantwell (appointed 17 December 2021)
2022
2021
34,912
-
-
-
R A Anderson (resigned 31 August 2021)
2022
2021
14,224
76,855
-
-
A R Kelly (resigned 5 November 2021)
2022
2021
22,305
63,278
-
-
J F Pressler (resigned 6 November 2020)
2022
2021
Sub-Total
2022
Sub-Total
2021
-
30,063
258,043
233,474
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,079
-
6,331
6,011
5,285
-
3,491
-
1,427
7,301
2,233
6,011
-
2,856
25,846
22,179
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
77,550
-
69,609
69,289
58,138
-
38,403
-
15,651
84,156
24,538
69,289
-
32,919
283,889
255,653
%
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
18
Executive director and other key management personnel remuneration
Objective
The Group aims to reward key management personnel with a level and mix of remuneration commensurate with their position and
responsibilities within the Group to:
a)
b)
c)
Link rewards with the strategic goals and performance of the Group;
Align the interests of key management personnel with shareholders; and
Ensure total remuneration is market competitive.
Key management personnel
The following people employed by Lindsay Australia Limited also had authority and responsibility for planning, directing and controlling
the activities of the Group, directly or indirectly, during the 2022 and 2021 financial years:
Name
M K Lindsay
J T Green
B T Jones
C R Baker
Position
Managing Director and Chief Executive Officer
Chief Financial Officer and Company Secretary
Group Legal Counsel and Company Secretary
Chief Operating Officer (i)
Term as KMP
Full financial year
Full financial year
Full financial year
Full financial year
(i)
C R Baker transitioned from General Manager – Rural to Chief Operating Officer during the 2022 financial year.
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 2022 and 30 June 2021 are provided later in this report.
Structure
The key management personnel remuneration and reward framework has three components:
Component
Vehicle(s)
Rewarding
Fixed remuneration
Base salary, superannuation and salary
packaged benefits
Skills and experience relative to the market
Short-term incentives (STI)
Bonus payments
Performance relative to annual goals
Long-term incentives (LTI)
Grants of performance options
Long term performance of the Group
Fixed remuneration
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash, superannuation and fringe
benefits such as motor vehicles, and expense payment plans. It is intended that the manner of payment chosen will be optimal for the
recipient without creating an undue cost for the Group. The fixed remuneration is not dependent upon the satisfaction of any
performance conditions.
Short-term incentives (STI)
The payment of short-term incentives to key management personnel is specified in employment agreements or at the discretion of the
Chief Executive Officer (CEO) and the Remuneration Committee, having regard to the overall performance of the Group and the
performance of the individual during the period. Key financial indicators of profitability, revenue growth, revenue diversification and
working capital improvements are factored into short-term incentive remuneration. Other key indicators include safety, employee
engagement, employee retention and sustainability. The Board considers this as a balanced approach to align key management
personnel rewards with overall shareholder value creation.
Short-term incentive – Chief Executive Officer
During the 2017 financial year, an employment agreement was entered into with the CEO, M K Lindsay. The agreement provides for
STIs between 0% and 60% of fixed remuneration based on achieving goals. The STIs earned and paid to the CEO are measured
against the delivery of strategic objectives, including:
a)
b)
c)
d)
e)
Safety outcomes benchmarked and measured internally;
Earnings growth measured against historical results and internal management budgets;
Diversifying Group operations both in service range and geographical reach;
Shareholder returns, including both income and capital; and
Succession planning for key management personnel.
The short-term objectives were chosen because of the need to renew infrastructure and set the Group on a future path of growth. In
FY2022, M K Lindsay achieved STI cash bonus, inclusive of superannuation of $430,000 (FY2021: $120,000). For the STI paid in
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
19
FY2022, $80,000 (inclusive of superannuation) related to the FY2021 financial year that was previously deferred. All STI payments
made in FY2021 related to that financial year.
Fixed Remuneration
$
Maximum STI
$
STI Awarded (i)
$
STI Awarded
%
STI Forfeited
%
M K Lindsay - Managing Director & Chief Executive Officer
2022
2021
(i)
849,288
845,518
509,573
507,311
430,000
120,000
84%
24%
16%
76%
The STI payments detailed above includes superannuation. The STI payments represent both amounts paid or payable
at the end of the financial year as determined by the Remuneration Committee. At 30 June 2022, an amount of $350,000
(including superannuation) was payable to M K Lindsay (30 June 2021: $120,000 including superannuation). The cash
bonus and superannuation amounts are disclosed separately in the remuneration table above. The $430,000 STI
awarded in FY2022 includes an $80,000 payment that was deferred from FY2021.
Short-term incentive – Chief Operating Officer / Chief Financial Officer
During the 2022 financial year, new employment agreements were entered into with the COO, C R Baker and CFO J T Green. The
agreements provide for a maximum STI of $100,000 based on achieving goals for each executive. The STIs earned and paid are
measured against the delivery of strategic objectives, including:
a)
b)
c)
Safety outcomes and improvements benchmarked and measured internally;
Financial benchmarks including growth in Group revenues, EBITDA and returns on invested capital; and
Professional development.
The short-term objectives were chosen for a balanced approach to align remuneration with shareholder value creation.
The table below details the STI cash bonus that was awarded and how much was forfeited, based on the maximum STI payable in the
employment agreements.
Fixed Remuneration
$
Maximum STI
$
STI Awarded
$
STI Awarded
%
STI Forfeited
%
C R Baker – Chief Operating Officer
2022
463,300
100,000
100,000
100%
J T Green – Chief Financial Officer
2022
372,000
100,000
100,000
100%
0%
0%
Long term incentives (LTI)
Key management personnel are eligible to participate in the Long Term Incentive (Option) Plan (LTIP) that was approved by
shareholders at the 2016 Annual General Meeting. Refer to section (E) below and Note 30 for additional information on the LTIP.
Details of share options issued under the LTIP that have not yet vested or been cancelled are detailed below.
Share Options Granted To
Share Options Granted
Valuation at Grant Date
Grant Date
Vesting Period
FY2022
C R Baker
200,000
$0.3219
October 2021
30 June 2024
FY2022
J T Green
200,000
$0.3219
October 2021
30 June 2024
3 Year Aggregate EPS Target
12 cents per share
12 cents per share
3 Year Total Shareholder Return Target
30%
30%
There were no share options granted in the 2021 financial year.
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
20
B. Service Agreements
The Group’s policy in operation during the 2022 financial year is that service contracts for the Chief Executive Officer (CEO) and other
key management personnel are unlimited in term but capable of termination, either by employer or employee, on giving between one
and twelve months’ notice. The notice period varies depending on the position held.
Notice period contained in employment agreements for key management positions:
Position
Chief Executive Officer
Chief Financial Officer
Group Legal Counsel
Chief Operating Officer
Employee
M K Lindsay
J T Green
B T Jones
C R Baker
Notice Period
12 months
12 months
1 month
12 months
Key management personnel are 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 (STI) are based on performance against a key set of performance measures which are aligned to shareholder
outcomes.
Long term incentives (LTI) include a combination of performance measures and tenure.
Compensation levels are reviewed each year to meet the principles of the remuneration policy.
New employment agreements were entered into during the 2022 financial year for the Chief Operating Officer (C R Baker) and the
Chief Financial Officer (J T Green).
C. Details of Remuneration Paid to Key Management
Personnel
The persons listed below are the only persons to have authority and responsibility for 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 accruals.
Short-term
benefits
Long-term
benefits
Post-employment
benefits
Share-based
payments (a)
Total Performance
related
Salary
and fees
$
Cash
Bonus
$
Non-monetary
benefits
$
Long service
leave
$
Superannuation
Options
$
$
$
%
Executive director and other key management personnel
M K Lindsay – Managing Director & Chief Executive Officer (b)
2022
2021
845,385 391,000
828,506 109,000
12,110
8,063
J T Green – Chief Financial Officer & Company Secretary
2022
2021
342,177 110,909
287,560 40,000
4,732
-
B T Jones – Group Legal Counsel & Company Secretary
2022
2021
290,178 20,000
287,022 20,000
C R Baker – Chief Operating Officer
2022
2021
468,838 90,909
337,741 52,500
Sub-Total 2022 1,946,578 612,818
Sub-Total 2021 1,740,829 221,500
-
-
4,174
43,457
21,016
51,520
12,564
12,564
18,738
4,666
10,795
6,361
26,694
5,183
68,791
28,774
48,706
17,956
36,306
25,369
27,624
25,066
35,254
24,982
147,890
93,373
61,958 1,371,723
61,958 1,038,047
21,463 534,325
-
-
-
357,595
348,597
338,449
21,463 647,332
-
463,863
104,884 2,901,977
61,958 2,197,954
33
16
25
11
6
6
17
11
25
13
(a)
(b)
Share-based payments are the probable number options that will vest at the grant date value.
The STI payment awarded to M K Lindsay in FY2022 includes a payment of $80,000 (inclusive of superannuation) that was deferred from the
FY2021.
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
21
D. Other Transactions with Key Management Personnel
Amounts recognised as revenues and expenses (exclusive GST):
Expenses
Fees for corporate uniform procurement provided by entities associated with M K Lindsay
Amounts receivable / payable to key management personnel and their related parties at the reporting date
Current payables – trade creditors
Current receivables – trade debtors
2022
$
227,591
-
-
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 in 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 may be granted under the Long Term Incentive (Option) 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 future reporting periods are as follows:
Grant Date
Options issued Fair Value
per option
(cents)
Date vested and
exercisable
Expiry
date
Exercise
price
October 2017
October 2018
October 2019
October 2021
400,000
400,000
400,000
400,000
36.50
31.50
30.70
October 2020
October 2024
March 2022
October 2025
October 2022
October 2026
32.19
September 2024 September 2025
Nil
Nil
Nil
Nil
Vested
30 June
2022
Exercised
30 June
2022
Balance
-
400,000
400,000
400,000
-
-
-
-
-
-
400,000
400,000
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 and key management personnel of
Lindsay Australia Limited and related entities at 30 June 2022 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 30 of the financial report.
Name
Number of options
granted
Value of options
at grant date (a)
Number of options
vested during the year
Number of options
exercised during the
year
M K Lindsay (October 2017)
M K Lindsay (October 2018)
M K Lindsay (October 2019)
C R Baker (October 2021)
J T Green (October 2021)
400,000
400,000
400,000
200,000
200,000
145,881
126,041
122,855
64,389
64,389
-
400,000
-
-
-
400,000
400,000
-
-
-
(a) The value at the grant date is 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 the grant date to vesting date, and the amount is included in the remuneration tables above.
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
22
Options granted have an exercise price of zero and no market conditions. The number of options vested ultimately depends on the
performance of the individual and the overall Company. Fair values at grant date are determined using the share price at the grant date
less the dividend discounted where the vesting date is greater than one year. The number and movement for all options during the
2022 financial year are as follows.
Name
Balance 30
June 2021
Granted during
year
Vested and
exercisable
during year
Exercised
Forfeited
Balance 30
June 2022
Unvested
Vested
M K Lindsay
800,000
400,000
-
400,000
(800,000)
-
-
-
-
200,000
200,000
-
-
-
-
Unvested (i)
Vested
400,000
200,000
200,000
-
-
-
-
-
-
Since the end of the 2022 financial year, 400,000 share options have now vested for M K Lindsay.
C R Baker
J T Green
(i)
In the 2022 financial year, 800,000 shares were issued in Lindsay Australia Limited pursuant to the exercise of share options for M K
Lindsay. No shares were issued in the 2021 financial year.
Refer Note 30 for additional information on share options.
F. Equity Holdings of Key Management Personnel
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.
Balance at
30 June 2021
Upon
resignation
Shares issued
on exercise of
share options
Net change
other
Balance at
30 June 2022
Directors of Lindsay Australia Limited
M K Lindsay
I M Williams
R A Anderson
M R Stubbs
R L Green
S P Cantwell
Other key management personnel of the Group
B T Jones
J T Green
C R Baker
11,891,515
-
-
-
391,869
(391,869)
-
-
-
-
31,632
69,182
-
-
-
-
-
-
800,000
320,972
13,012,487
-
-
-
-
-
-
-
-
-
-
-
-
280,000
280,000
-
-
-
-
3,386
-
-
-
31,632
72,568
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.
G. Loans to Key Management Personnel
There were no loans to key management personnel during the current or prior financial years.
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
23
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
$
2018
2019
2020
2021
2022
2,673,788
2,484,462
2,681,842
2,453,607
3,185,866
EPS
¢
2.7
3.0
1.8
0.4
6.4
Dividends
¢
Share Price
¢
1.8
2.1
1.5
1.7
3.2
38.0
34.5
35.0
37.5
41.0
This report is made in accordance with a resolution of the directors.
Ian M Williams
Chair of Directors
Brisbane, Queensland
17 August 2022
Lindsay Australia Limited | Annual Report 2022 | Remuneration Report (Audited)
24
The Directors
Lindsay Australia Limited
152 Postle Street
ACACIA RIDGE QLD 4110
Auditor’s Independence Declaration
In relation to the independent audit for the year ended 30 June 2022, 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; and
(ii) no contraventions of APES110 Code of Ethics for Professional Accountants (including Independence
Standards).
This declaration is in respect of Lindsay Australia Limited and the entities it controlled during the year.
PITCHER PARTNERS
DAN COLWELL
Partner
Brisbane, Queensland
17 August 2022
Brisbane Sydney Newcastle Melbourne Adelaide Perth
Pitcher Partners is an association of independent firms.
An Independent Queensland Partnership ABN 84 797 724 539. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.
pitcher.com.au
NIGEL FISCHER
MARK NICHOLSON
PETER CAMENZULI
JASON EVANS
KYLIE LAMPRECHT
NORMAN THURECHT
BRETT HEADRICK
WARWICK FACE
COLE WILKINSON
SIMON CHUN
JEREMY JONES
TOM SPLATT
JAMES FIELD
DANIEL COLWELL
ROBYN COOPER
FELICITY CRIMSTON
CHERYL MASON
KIERAN WALLIS
MURRAY GRAHAM
ANDREW ROBIN
KAREN LEVINE
Lindsay Australia Limited | Annual Report 2022 | Auditor’s Independence Declaration
25
ANNUAL FINANCIAL
REPORT
Contents
Consolidated Statement of Profit and Loss and Other 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.
2.
3.
4.
5.
6.
7.
8.
Significant Accounting Policies
Financial Risk Management
Critical Accounting Estimates & Judgements
Revenues
Other Revenue
Expenses
Income Tax
Franking Credits / Dividends
Cash and Cash Equivalents
9.
10. Trade and Other Receivables
11.
Inventories
12. Financial Assets at Fair Value Through Other Comprehensive Income
13. Property, Plant and Equipment
14. Right-of-use Assets
15. Lease Liabilities
16. Deferred Tax Assets
Intangible Assets
17.
18. Trade and Other Payables
19. Borrowings
20. Deferred Tax Liabilities
21. Provisions
22. Other Liabilities
23. Contributed Equity
24. Reserves
25. Retained Earnings
26. Cash Flow Information
27. Earnings per Share
28. Auditor’s Remuneration
29. Related Party Disclosures
30. Share-based Payments
31. Subsidiaries
32. Segment Information
33. Deed of Cross Guarantee
34. Capital Commitments
35. Contingent Liabilities
36. Parent Company Information
37. Events after the reporting period
Directors’ Declaration
Independent Auditor’s Report To the Members of Lindsay Australia Limited
Corporate Governance Statement
Shareholder Information
29
30
31
32
33
33
40
43
44
44
45
46
47
48
48
49
49
50
51
52
53
53
55
55
56
56
57
57
58
58
59
59
59
60
60
63
64
66
66
66
67
67
68
69
73
84
Lindsay Australia Limited | Annual Report 2022 | Consolidated Financial Statements
27
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. It’s Registered Office and Principal
Place of Business is:
Lindsay Australia Limited
152 Postle Street
ACACIA RIDGE QLD 4110
A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of operations in the
Directors’ Report which is not part of this financial report.
The financial statements were authorised for issue by the directors on 17 August 2022. The directors have the power to amend and
reissue the financial statements.
Lindsay Australia Limited | Annual Report 2022 | Consolidated Financial Statements
28
Lindsay Australia Limited
Consolidated Statement of Profit and Loss and
Other Comprehensive Income
for the year ended 30 June 2022
Revenue
Other revenue
Expenses
Changes in inventories
Purchase of inventories
Employee benefits expense
Subcontractors
Depreciation and amortisation
Vehicle operating charges
Finance costs
Rental and equipment hire costs
Professional fees
Impairment loss on trade receivables
Merger and acquisition costs
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
Diluted earnings per share
Note
2022
$’000
2021
$’000
4
5
6
6
6
6
6
6
553,070
435,153
4,589
5,140
5,380
2,624
(134,162)
(116,235)
(127,814)
(114,751)
(111,852)
(65,199)
(38,614)
(36,288)
(75,744)
(61,058)
(6,626)
(1,502)
(1,837)
(141)
-
(9,905)
(1,221)
(1,509)
(1,201)
(1,231)
(37,206)
(32,516)
7
25
Note
27
27
27,541
(8,311)
19,230
-
19,230
Cents
6.4
6.4
1,803
(549)
1,254
-
1,254
Cents
0.4
0.4
The above Consolidated Statement of Profit and Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Lindsay Australia Limited | Annual Report 2022 | Consolidated Financial Statements
29
Lindsay Australia Limited
Lindsay Australia Limited
Consolidated Statement of Financial Position
for the year ended 30 June 2022
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Prepayments
Current tax assets
Total current assets
Non-current assets
Financial assets at fair value through other comprehensive income
Property, plant and equipment
Right-of-use assets
Intangible assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Provisions
Other
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Deferred tax liabilities
Provisions
Other
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Total equity
Note
2022
$’000
2021
$’000
9
10
11
12
13
14
17
18
19
15
21
22
19
15
20
21
22
23
24
25
29,041
90,264
22,611
5,489
-
27,594
56,717
15,196
4,775
668
147,405
104,950
25
25
67,581
64,928
187,986
193,641
8,425
8,963
264,017
267,557
411,422
372,507
60,365
9,276
42,873
12,510
6,146
48,828
4,918
36,385
11,047
3,934
131,170
105,112
22,782
15,273
131,032
146,876
13,517
1,735
8,271
5,206
1,958
9,205
177,337
178,518
308,507
283,630
102,915
88,877
74,397
73,709
689
27,829
102,915
856
14,312
88,877
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Lindsay Australia Limited | Annual Report 2022 | Consolidated Financial Statements
30
Consolidated Statement of Changes in Equity
for the year ended 30 June 2022
At 30 June 2020
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Dividends reinvested /(paid) during year
Employee share schemes – value of employee services
At 30 June 2021
Profit for the year
Other comprehensive income
Total comprehensive income for the year
Dividends reinvested /(paid) during year
Employee share schemes – value of employee services
Issue of shares under share option plan
At 30 June 2022
Note Contributed
equity
$’000
73,421
-
-
-
288
-
73,709
-
-
-
416
-
272
74,397
8
24
8
24
24
Share-based
payments
reserve
$’000
794
-
-
-
-
62
856
-
-
-
-
105
(272)
689
Retained
earnings
$’000
18,148
1,254
-
1,254
(5,090)
-
14,312
19,230
-
19,230
(5,713)
-
-
Total
equity
$’000
92,363
1,254
-
1,254
(4,802)
62
88,877
19,230
-
19,230
(5,297)
105
-
27,829
102,915
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Lindsay Australia Limited | Annual Report 2022 | Consolidated Financial Statements
31
Lindsay Australia Limited
Consolidated Statement of Cash Flows
for the year ended 30 June 2022
Cash flows from operating activities
Receipts in the course of operations
Payments in the course of operations
Interest received
Income taxes paid
Income taxes reimbursed
Finance costs paid
Net cash from operating activities
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
Repayment of borrowings
Repayment of property lease liabilities
Repayment of other lease liabilities
Repayment of equipment lease liabilities
Dividends paid
Net cash (used in) financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
Note
2022
$’000
2021
$’000
581,375
480,572
(535,049)
(423,063)
289
-
668
(7,652)
39,631
3,161
(13,704)
(99)
245
(878)
2,971
(8,118)
51,729
978
(2,702)
(150)
(10,642)
(1,874)
20,099
(5,519)
(28,221)
(8,117)
6,208
(7,000)
(7,423)
(307)
(488)
(26,832)
(5,296)
(4,802)
(27,542)
(40,156)
1,447
27,594
29,041
9,699
17,895
27,594
26
9
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Lindsay Australia Limited | Annual Report 2022 | Consolidated Financial Statements
32
Notes to the Consolidated Financial Statements
Lindsay Australia Limited and controlled entities
Lindsay Australia Limited and its controlled entities (the Group), is an integrated transport, logistics and rural supply company that has a
specific focus on servicing customers in the food processing, food services, fresh produce and horticulture sectors.
Lindsay Australia Limited is a for-profit entity limited by shares. Shares in Lindsay Australia Limited are publicly traded on the
Australian Securities Exchange (Code: LAU). The financial statements relate to the consolidated entity consisting of
Lindsay Australia Limited and its subsidiaries.
The full board of Lindsay Australia Limited authorised the issuance of the consolidated financial statements for the year ended
30 June 2022 on 17 August 2022.
1. Significant Accounting Policies
1.1 Basis of preparation of the financial statements
These general purpose consolidated financial statements have been prepared in accordance with the requirements of the
Corporations Act 2001, Australian Accounting Standards and other authorised pronouncements of the Australian Accounting Standards
Board.
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.
These financial statements have been prepared under the historical cost basis, except for investments in equity instruments which have
been measured at fair value through other comprehensive income.
The financial report is presented in Australian dollars and unless otherwise stated all values are rounded to the nearest ($000), except
where whole dollars are used, relying on rounding relief under ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
(2016/191).
New accounting standards and interpretations
There are a number of new accounting standards, interpretations and amendments that have been issued but not yet effective. The
new accounting standards, interpretations and amendments that are relevant to the activities of the Group and are not expected to have
a material impact on the financial statements of the Group.
The Group has not early adopted any standard, interpretation or amendment that has been issued but not yet effective.
The accounting policies applied in the consolidated financial statements are the same as those adopted in the Group’s consolidated
financial statements for the year ended 30 June 2021.
Compliance with international financial reporting standards
The consolidated financial statements of Lindsay Australia Limited also comply with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB).
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards and Interpretations 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.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
33
1.2 Basis of consolidation of the financial statements
The consolidated financial statements contain the financial statements of Lindsay Australia Limited (the Company) and its controlled
subsidiaries (the ‘Group’) as at 30 June 2022. Control occurs when the Company is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those returns through its power to direct its activities. Generally, there is a
presumption that a majority of voting rights results in control. Supporting this assertion, the Company considers the facts and
circumstances in assessing whether it has power over the entity including, the contractual arrangements with other vote holders, rights
arising from other contractual arrangements, and the Company’s voting rights and potential voting rights.
Subsidiaries are fully consolidated from the date on which control is obtained and deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations of the Group.
Profit or loss and each component of other comprehensive income are attributed to the equity holders of the parent Company and to
the non-controlling interests. When necessary, adjustments are made to the financial statements of subsidiaries to bring their
accounting policies into line with the Group’s accounting policies. All intra-Group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between the Group members are eliminated in full on consolidation.
1.3 Summary of significant accounting policies
a.
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,
liabilities incurred to the former owners of the acquired business,
equity interests issued by the Group,
fair value of any asset or liability resulting from a contingent consideration arrangement, and
fair value of any pre-existing equity interest in the subsidiary.
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. The Group recognises any non-controlling interest in the acquired entity on
an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net
identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the sum of the:
consideration transferred,
•
amount of any non-controlling interest in the acquired entity, and
•
acquisition-date fair value of any previous equity interest in the acquired entity,
•
over the fair value 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, 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.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in
the acquisition is remeasured to fair value at the acquisition date. Any gains or losses arising from such re-measurement are
recognised in profit or loss.
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 and other income
The Group earns revenue from providing goods and services to customers. Consistent with the requirements of
AASB 15 Contracts with Customers and the Group’s performance obligations, the Group recognises revenue with respect to the
provision of goods at specific points in time (typically when goods are physically transferred to the customers) and recognises revenue
with respect to the provision of services over the period in which the services are provided to the customers.
Contract liabilities are recognised when advance consideration is received from customers or where revenue is otherwise deferred and
the related performance obligations have not yet been met.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
34
The recognition of each of the Group’s major revenue sources is detailed below:
Sale of goods
Revenue is recognised from the sale of goods on a point in time basis, generally when the goods are delivered to the customers.
Transport/logistic services
Revenue is recognised from the provision of transport and logistics services generally over a period of time. The Group has adopted the
output method of measuring revenue as this approach best reflects the Group’s performance obligations over a period of time.
Other revenue
Revenue from the provision of short-term warehousing and storage services provided to customers is generally recognised over a
period of time as the services are provided.
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.
e.
Right-of-use property and other
The Group operates several leased facilities. Facility rental agreements range in tenure from 1 to 15 years. Lease terms are negotiated
on an individual basis and with varying terms and conditions.
Leases are recognised as a right-of-use asset with a corresponding lease liability. Each lease payment is allocated between the liability
and finance cost. The right-of-use asset is depreciated over the lease term on a straight-line basis or over the useful life where title to the
asset transfers at the end of the lease. Assets and liabilities arising from a lease are initially measured on a present value basis.
Depreciation on right-of-use assets and interest on lease liabilities is recognised in the consolidated statement of profit and loss and other
comprehensive income.
Payments associated with short term leases (generally less than 12 month terms) and leases of low value are recognised on a straight-
line basis as an expense in the consolidated statement of profit and loss and other comprehensive income. Low value leases include
office equipment and short-term leases includes equipment that is utilised by the Group to cover peak operating periods and are on short
term rental agreements of less than 12 months in tenure.
The principal portion of the lease payments are recognised as a financing cash flow and the interest portion of the lease payments are
recognised as an operating cash flow in the consolidated statement of cash flows.
The Group uses critical judgements in determining the lease term. Extension options are only included in the lease term where
management considers that it is reasonably certain that the lease will be extended.
f.
Impairment of financial assets
The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all trade receivables. In measuring the expected credit loss, a provision matrix for trade receivables is used. The provision matrix is
based on historical credit losses, adjusted for any material expected changes to future credit risk. Any change in expected credit losses
between the previous reporting period and the current reporting period is recognised as an impairment gain or loss in the statement of
profit and loss. Collectability of trade receivables is reviewed on an ongoing basis.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
35
g.
Cash and cash equivalents
For the statement of cash flows, cash and cash equivalents include 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.
h.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less any allowance for
expected credit losses.
i.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises the 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 market the sale. Volume rebates are apportioned evenly across the relevant
product purchased. Where the product remains in inventory the rebate reduces its carrying value.
j.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event; it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance
contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense
relating to a provision is presented in the statement of profit or loss net of any reimbursement.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current
market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage
of time is recognised as interest expense.
k.
Investments and other financial assets
Financial assets are measured at amortised cost where the Group holds the asset in order to collect contractual cash flows which arise
on specified dates and that are solely principal and interest.
Financial assets are measured at fair value through other comprehensive income (FVOCI) where the Group holds the asset in order to
collect contractual cash flows that arise on specified dates that are solely principal and interest as well as selling the asset on the basis
of its fair value.
Financial assets at FVOCI, comprise principally marketable equity securities which do not have fixed maturities, fixed or determinable
payments and management intends to hold them for the medium or long term. They are included in non-current assets unless
management intends to dispose of the investment within 12 months of the period end date.
Financial assets are irrevocably designated at FVOCI on initial recognition where equity instruments are not held for trading purposes.
The Group classifies and measures all other financial assets at fair value through profit and loss.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market
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.
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 equity security financial assets at fair value through other
comprehensive income) 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 reporting date.
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.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
36
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 (DV) or straight line (SL) 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 for current and comparative
years are:
Classification
Buildings
Right-of-use assets
Leasehold improvements
Plant and equipment
Leased plant and equipment
Rate
2.5-5%
6.5-50%
6.5-30%
5-40%
6.5-40%
Depreciation Basis
SL
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(f)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.
n.
Intangible assets
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. Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually,
either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the
indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.
o.
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not amortised but are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carry 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 impairments, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets other than goodwill that previously suffered an impairment loss are
reviewed for possible reversal of the impairment loss at each subsequent reporting date.
p.
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 and paid within 7 to 180 days of recognition depending on the vendor payment terms.
q.
Employee benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave 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 is recognised in the current provision for employee benefits.
The liabilities for long service leave and annual leave which are not expected to be settled wholly within 12 months after the end of the
period in which the employees render the related service are 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
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
37
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. Re-measurements as a result of experience adjustments and
changes in actuarial assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the balance
sheet if there is no unconditional right to defer settlement for at least 12 months after the reporting period, regardless of when the actual
settlement is expected to occur.
The Group makes contributions to defined contribution superannuation funds. Contributions are recognised as an expense as they
become payable.
Share-based compensation benefits can be provided to employees under the Lindsay Australia Limited Long Term Incentive (Option)
Plan (LTIP).
The fair value of options granted under the LTIP 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.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but
the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will
ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award,
but without an associated service requirement are considered to be non-vesting conditions. Non-vesting conditions are reflected in the
fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not
been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the
market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
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.
r.
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 derecognised when the obligation specified in the contract is discharged, cancelled or expired. The difference between
the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid,
including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.
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.
s.
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.
t.
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 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 ordin ary
shares.
u.
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 reporting date.
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
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
38
•
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.
Parent entity financial information
The financial information for the parent entity, Lindsay Australia Limited, disclosed in Note 36 has been prepared on the same basis as
the consolidated financial statements, except as set out below.
Investments in subsidiaries are accounted for at cost in the financial statements of Lindsay Australia Limited.
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
taxpayer 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 wholly-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.
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.
x.
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will
be complied with. When the grant relates to an expense item, it is recognised as a reduction of the expense to which it relates.
y.
General
Lindsay Australia Limited is a public company limited by shares, incorporated and domiciled in Australia. The Registered Office and
Principal Place of Business is:
Lindsay Australia Limited
152 Postle Street
ACACIA RIDGE QLD 4110
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
39
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. 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 (a)
Trade and other receivables (a)
Equity securities (b)
Financial liabilities
Trade and other payables (c)
Borrowings (c) (d)
Lease liabilities (e)
Note
2022
$’000
2021
$’000
9
10
12
18
19
15
29,041
27,594
90,264
56,717
25
25
119,330
84,336
60,365
32,284
48,828
20,500
174,191
183,795
266,840
253,123
(a) Financial assets at amortised cost.
(b) Fair value through other comprehensive income.
(c) Other financial liabilities at amortised cost.
(d) The carrying amount of borrowings disclosed excludes offsetting borrowing costs of $226,000 (2021: $309,000) and at amortised cost.
(e) The carrying amount of lease liabilities excludes offsetting of fair value gain of $286,000 (2021: $534,000) and at amortised cost.
a.
Assets pledged as security
Refer to Note 19 for information on assets pledged as security.
b.
Currency risk
The Group does not operate internationally; however, does have some revenue generated from internationally based customers
denominated in Australian Dollars. Revenue from international customers in FY2022 accounted for 0.1% (2021: 0.1%) of Group
revenue.
In FY2022 the Group purchased approximately $7.7 million (5.1%) (2021: $6.2 million (4.8%)) of its inventory from overseas sources in
foreign 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 2022 is not significant.
c.
Price risk
The Group is exposed to equity security price risk on unlisted equity securities financial assets. The price risk for the unlisted securities
at 30 June 2022 and 30 June 2021 is not significant.
d.
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 the 2022 and 2021
financial years, the Group’s borrowings at variable rate were denominated in Australian Dollars. The Group has no significant interest-
bearing assets other than cash and debtors. The Group charges interest on a small number of debtor balances for seasonal extended
payment terms or for debtors that extend beyond agreed payment terms.
The Group’s cash flow interest rate risk primarily relates to variable rate financial instruments such as short term and long term variable
rate bank loan borrowings. The proportion of variable rate borrowings to total borrowings of the Group at 30 June 2022 is 25.2%
(2021: 17.1%). 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:
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
40
Weighted Average Interest Rate
Cash and cash equivalents
Borrowings
Bank and other loans (i)
2022
%
2021
%
2022
$’000
2021
$’000
0.00%
0.00%
29,041
27,594
4.19%
3.14%
32,284
20,500
(i)
The carrying amount of borrowings disclosed excludes offsetting borrowing costs of $226,000 (2021: $309,000).
At 30 June 2022, 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 $23,000 lower/higher (2021 – change of 1%: $50,000 lower/higher), mainly as a result of higher/lower
interest expense from borrowings and higher/lower interest income from cash and cash equivalents.
e.
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. Management regularly monitors the compliance of
credit limits by customers. 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. The Board of Directors reviews
outstanding customer receivables in excess of $50,000 monthly.
The maximum exposure to credit risk, excluding the value of any security the Group may hold, at balance for recognised financial
assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position
and notes to the financial statements.
The Group has adopted the simplified approach to measuring expected credit losses for trade receivables. In measuring the expected
credit loss, a provision matrix is used. The provision matrix is based on historical credit losses, adjusted for any material changes to
future credit risk.
At 30 June 2022 the largest ten debtors comprised approximately 39% (2021: 26%) of total trade debtors (the largest individual debtor
comprised 10.0% (2021: 6.5%) of trade debtors). Around a half of the trade debtors are involved in the rural industry in Queensland,
New South Wales, Victoria, and South Australia - approximately 53% (2021: 66%).
At the reporting date cash was held with the Group’s principal financiers, including Commonwealth Bank of Australia,
Westpac Banking Corporation and the National Australia Bank.
f.
Liquidity risk
Liquidity risk is managed by maintaining sufficient cash and the availability of funding, through an adequate amount of 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 finance facilities.
Financing arrangements
The Group had access to the following undrawn borrowing facilities at the reporting date:
Available facilities
Bank loan - working capital finance facility
Bank loan
Other loans
Equipment loans – variable
Equipment finance lease liabilities
Amounts utilised
Bank loan – working capital finance facility
Bank loans (a)
Equipment loans - variable
Equipment finance lease liabilities (b)
Unused facilities
2022
$’000
2021
$’000
10,000
15,500
80
10,784
10,000
17,500
80
-
119,216
130,000
(6,000)
(15,500)
(10,784)
(95,789)
(3,000)
(17,500)
-
(99,515)
27,507
37,565
(a)
(b)
The carrying amount of borrowings disclosed excludes offsetting of borrowing costs of $226,000 (2021: $309,000).
The carrying amount of equipment finance lease liabilities excludes offsetting of a fair value gain of $286,000 (2021: $534,000).
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
41
Bank loan - working capital finance facility
The working capital finance facility is available until March 2023 unless the lender demands repayment in accordance with the facility
agreement. The interest rate is variable and is based on prevailing market rates. The facility is utilised to fund annual premiums such as
registrations and insurances and drawn upon and repaid as per the Groups funding requirements but not longer than 12 months from
initial utilisation. The facility is subject to annual review.
Bank loans
Bank loans are generally 12 months to 5 years in tenure and repayable by quarterly instalments of principal and interest with a balloon
payment at maturity. The interest rate is variable and is based on prevailing market rates. The facility is subject to annual review.
Other loans
Other loans relate to a corporate card facility held with a financial institution. The amounts are payable at the end of each month. The
facility is subject to annual review.
Equipment finance lease facilities
The consolidated entity can draw on these lease facilities for the acquisition of plant and equipment (by way of equipment finance
lease). Generally:
•
•
•
•
•
The facilities are subject to periodic review;
Individual equipment finance agreements generally range in tenure of between 1 and 5 years depending on the equipment type;
Fixed monthly repayments of principal and interest are arranged over the term of each agreement at the date of each draw;
Depending on the equipment financed by the agreement, balloon residuals are generally refinanced for a further term of between
1 and 3 years; and
The liabilities are effectively secured as the rights to the leased assets revert to the lessor in the event of default.
At 30 June 2022, $10,126,000 (30 June 2021: $4,634,000) was included as a current liability for balloon residuals for equipment finance
agreements expiring within 12 months of balance date. As per the Group’s equipment finance strategy, these balloon residuals are
expected to be refinanced for a further term as they fall due.
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.
At 30 June 2021
Trade payables
Borrowings (a)
Equipment finance leases (b)
Lease liabilities - properties/other
Total
At 30 June 2022
Trade payables
Borrowings (a)
Equipment finance leases (b)
Equipment loans – variable
Lease liabilities – properties/other
Within
1 year
$’000
48,828
5,563
30,976
11,450
96,817
60,365
8,784
36,385
1,716
12,125
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
-
-
2,481
14,188
30,398
43,925
-
-
-
11,334
20,456
61,914
48,828
22,232
105,299
105,154
48,828
20,500
99,515
84,280
44,213
78,569
61,914
281,513
253,123
-
-
2,627
11,908
24,407
40,477
1,716
8,338
-
-
-
-
60,365
23,319
101,269
11,770
11,334
27,804
44,882
96,145
60,365
21,500
95,789
10,784
78,402
Total
(a)
(b)
g.
The carrying amount of borrowings disclosed excludes offsetting of borrowing costs of $226,000 (2021: $309,000).
The carrying amount of equipment finance lease liabilities excludes offsetting of a fair value gain of $286,000 (2021: $534,000).
119,375
40,084
88,527
44,882
292,868
266,840
Fair value estimation
The Group has no significant financial assets measured and recognised at fair value in the financial statements at year end.
The carrying amounts of financial instruments represent reasonable approximations of their fair values, given their short-term nature.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
42
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.
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 17 for details of these assumptions.
Allowance for expected loses
The Group makes judgements as to its ability to collect outstanding receivables and provides for the portion of receivables when
collection becomes doubtful. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing
significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or
other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows,
such as changes in arrears or economic conditions that correlate with defaults. Collectability of trade and other receivables is reviewed
on an ongoing basis. Trade and other receivables, which are known to be uncollectible, are written off. An allowance for expected credit
losses is established. In measuring expected credit losses, a provision matrix for trade receivables is used. The provision matrix is
based on historical credit losses, adjusted for any material expected changes to future credit risk. Refer note 10 for details of the
allowance for expected credit losses.
Lease terms for right-of-use assets and liabilities
The Group uses critical judgements in determining the lease term for property leases with renewable extension options. The lease term
is determined to be the non-cancellable term of a lease and includes the periods covered by an option to extend the lease term where
management considers that it is reasonably certain that the lease extension option will be exercised. The Group recognises a right-of-
use asset at the commencement date which is initially measured on a present value basis. The associated lease liabilities have been
measured at the present value of future minimum lease payments, using the Group’s incremental borrowing rate.
Depreciation of property, plant and equipment
The Group makes judgements in determining depreciation rates for property, plant and equipment. Depreciation of assets is calculated
on a diminishing value (DV) or straight line (SL) method to allocate their cost, net of their residual values, over their estimated useful
lives. Assets are classified into asset groups and depreciated per their classification in the table disclosed under note 1(m). Asset
residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period.
Fuel tax credits
The Group uses critical input judgements when determining the Group’s entitlements to fuel tax credits. These judgements are based
on continual technology improvements which assist the fuel tax credit input data capture process, which includes key inputs such
kilometres travelled, fuel burn rates, idle rates and off-road kilometres and other key inputs which are continually reviewed.
Taxation
Deferred tax assets, including those arising from tax losses not recouped and temporary differences are recognised in the Consolidated
Statement of Financial Position, only where it is considered more likely than not that they will be recovered. Recovery is subject to the
generation of sufficient taxable profits in the future. Judgement is required to determine the amount of deferred tax assets that can be
recognised based on the timing and amount of future profits. These judgements and assumptions are subject to risk and uncertainty. A
change in circumstances will alter expectations which could impact the amount of deferred tax assets and deferred tax liabilities
recognised in the Statement of Financial Position. If circumstances do change, some or all of the carrying amounts recognised for
deferred tax assets and liabilities may require adjustment, impacting the Consolidated Statement of Profit and Loss and Comprehensive
Income.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
43
4. Revenues
In the following table, revenue from contracts with customers is disaggregated by customer type.
Horticulture customers
Customers are classified as horticulture if they are predominately exposed to the primary production of fresh fruit and vegetables.
Horticulture customers include primary producers (growers), produce market agents and produce packing groups. Revenues from
horticulture customers can fluctuate depending on season and can be impacted by weather related events.
Commercial customers
All other customers are classified as commercial customers. These customers do not have any direct involvement in the production of
fresh fruit and vegetables. They are predominately manufacturers, food processors or distributors and third-party transport operators.
2022
Revenues
Horticulture
Commercial
Revenue from contracts with customers
Other revenue (refer note 5)
Total revenue
2021
Revenues
Horticulture
Commercial
Revenue from contracts with customers
Other revenue (refer note 5)
Total revenue
5. Other Revenue
2022
Insurance & other recoveries
Rents and sub-lease rentals
Interest revenue
Warehouse income
Sundry/other Income
Total other revenue/income
2021
Insurance & other recoveries
Rents and sub-lease rentals
Interest revenue
Warehouse income
Sundry/other Income
Total other revenue/income
Transport
$’000
Rural
$’000
Corp
$’000
Group
$’000
189,817
156,743
206,510
-
396,327
156,743
-
-
-
346,560
206,510
553,070
2,723
774
1,092
4,589
399,050
157,517
1,092
557,659
Transport
$’000
Rural
$’000
Corp
$’000
Group
$’000
151,903
137,887
145,363
-
297,266
137,887
-
-
-
289,790
145,363
435,153
3,383
427
1,330
5,140
300,649
138,314
1,330
440,293
Transport
$’000
Rural
$’000
Corp
$’000
266
142
-
1,247
1,068
2,723
-
12
-
-
762
774
761
9
290
-
32
1,092
Group
$’000
1,027
163
290
1,247
1,862
4,589
Transport
$’000
Rural
$’000
Corp
$’000
Group
$’000
225
115
-
1,528
1,515
3,383
25
15
-
-
387
427
1,041
1,291
4
245
-
40
1,330
134
245
1,528
1,942
5,140
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
44
6. Expenses
Profit before income tax includes the following specific expenses:
Cost of goods sold
Professional fees
Legal fees
Accounting firms
Consultancy fees
Total professional fees
Employee benefits expense
Salaries and wages
Defined contribution superannuation expense
Government wage subsidies received due to COVID-19
Other wage expenses
Total employee benefits expense
Finance costs
Amortisation of fair value gain on recognition of lease liabilities
Finance costs on financial obligations
Finance costs on general interest charges (a)
Finance costs on equipment lease liabilities
Finance costs on other lease liabilities
Finance costs on property lease liabilities
Total finance costs
Depreciation
Freehold buildings
Plant and equipment
Leasehold improvements
Right of use asset
Amortisation
Customer list
Computer software
Total depreciation and amortisation
Vehicle operating expenses
Vehicle operating expenses
Fuel tax credits relating to prior periods (a)
Total vehicle operating expenses
Impairment losses – trade receivables
Movement in expected credit losses (refer note 10)
Trade receivables written off (recovered) during the year
Impairment loss on trade receivables
Impairment losses/(reversals) – inventory
Loss/(gain) on disposal of property, plant and equipment
a.
Fuel tax credits relating to prior periods
2022
$’000
2021
$’000
128,782
113,611
439
272
1,126
1,837
475
314
720
1,509
116,549
106,932
8,399
-
2,866
7,639
(2,065)
2,245
127,814
114,751
248
1,525
(1,546)
3,026
64
3,309
6,626
410
8,400
1,731
248
1,180
1,546
3,322
50
3,559
9,905
407
6,709
1,644
27,447
26,936
257
369
258
334
38,614
36,288
77,610
(1,866)
75,744
151
(10)
141
261
(103)
53,980
7,078
61,058
1,188
13
1,201
30
964
The Group was subject to a fuel tax credit (FTC) audit by the ATO in prior years. During FY2021 the ATO issued a notice of amended assessment relating to FTC’s
previously assessed. The notice relates to the review period of May 2017 to June 2019 which included claims for periods dating back to 2006. The amended notice of
assessment was for an amount due of $6.16m (excluding interest). In addition to the ATO assessment, the Group has also incurred costs relating to the same review
period for FTC claims not submitted to the ATO totalling $918,000. In FY2022, the ATO issued an additional amended assessment notice resulting in the reversal of
$1.87m of fuel tax credits relating to prior periods and $1.55m in General Interest Charges (GIC).
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
45
7.
Income Tax
Income tax expense
Current tax
Deferred tax
Deferred tax is attributable to:
(Increase) decrease in deferred tax assets (Note 16)
Increase (decrease) in deferred tax liabilities (Note 20)
Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax
Tax at the Australian tax rate of 30% (2021: 30%)
Tax effects of amounts which are not deductible (taxable) in calculating taxable income:
Non-deductible expenses
Adjustment in relation to the prior year
Income tax expense
Tax losses
2022
$’000
-
8,311
8,311
612
7,699
8,311
27,541
8,262
49
-
8,311
2021
$’000
(31)
580
549
(4,731)
5,311
580
1,803
541
41
(33)
549
Unused tax losses for which deferred tax assets have not been recognised at 30%
263
263
All unused and unrecognised tax losses were incurred by Australian entities and comprise capital losses.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
46
8. Franking Credits / Dividends
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
(2021: 30%)
2022
$’000
2021
$’000
(100)
(100)
The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for:
a.
b.
c.
Franking credits that will arise from the payment or 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 not have an impact on the franking account (2021 – nil impact).
Dividends paid
Interim dividend for the year ended 30 June 2022 of 1.4 cents per share unfranked (at 30%) paid
in full on 08 April 2022. (2021: 1.2 cent per share fully franked (at 30%) paid in full on 09 April
2021).
Interim dividends paid in cash or satisfied by the issue of shares under the dividend re-investment
plan during the years ended 30 June 2022 and 2021 were as follows:
• Paid in cash
• Satisfied by issue of shares
Final dividend for the year ended 30 June 2021 of 0.5 cents per share unfranked (at 30%) paid on
08 October 2021 (2021 – 0.5 cents per share fully franked (at 30%) paid in full on 09 October
2020).
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 2022 and 2021 were as follows:
• Paid in cash
• Satisfied by issue of shares
Dividends not recognised at year end
4,212
3,595
3,899
313
4,212
1,501
1,398
103
1,501
3,390
205
3,595
1,495
1,412
83
1,495
In addition to the above dividends, since year end the board of directors have recommended the
payment of a final dividend of 1.80 cents per share unfranked (2021: 0.50 cents per share
unfranked paid in full on 08 October 2021).
5,436
1,501
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
47
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
The Group’s exposure to interest rate risk is discussed in Note 2.
10. Trade and Other Receivables
Current
Trade receivables
Allowance for expected credit losses
Fuel rebates receivable
Future GST recoverable
Other receivables
2022
$’000
2021
$’000
29,041
27,594
29,041
29,041
27,594
27,594
2022
$’000
2021
$’000
82,817
(180)
82,637
188
391
7,048
90,264
52,871
(1,326)
51,545
835
314
4,023
56,717
a.
Impairment allowance for trade receivables
The Group applies the simplified approach under AASB 9 to measuring the allowance for credit losses for trade receivables. The Group
determines expected credit losses using a provision matrix based on the Group’s historical credit loss experience, adjusted for factors
that are specific to the trade receivables as well as future economic conditions relevant to the trade receivables.
The creation and release of the expected credit loss allowance for trade receivables has been included in the “Impairment loss on trade
receivables” in the statement of profit and loss and other comprehensive income. Amounts charged to the loss allowance account are
generally written off when there is no expectation of recovering those amounts.
The following table provides a reconciliation in the movement during the financial year of the loss allowance for trade receivables:
Loss allowance at 30 June 2020
Increase (decrease) in allowance for movements in expected credit losses
Trade receivables written off during the year against the ECL provision
Loss allowance at 30 June 2021 (i)
Increase (decrease) in allowance for movements in expected credit losses
Trade receivables written off during the year against the ECL provision
Loss allowance at 30 June 2022
$’000
138
1,188
-
1,326
151
(1,297)
180
(i)
The Company has made a provision for a trade receivable for a customer who notified the Company that they had entered administration
proceedings. The Company consider this as a one-off transaction that will not impact ongoing ordinary operations.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
48
b.
Credit risk profile for trade receivables
The following table provides information about the risk profile of trade receivables.
The impairment allowance at the end of the reporting period for trade receivables of the Group was $198,000 inclusive of GST of
$18,000 (2021: $1,459,000 inclusive of GST of $133,000). The GST component of trade receivables is not considered impaired as this
is refundable.
Details of the trade receivable aging and the impairment allowance is detailed in the table shown below:
2022
Trade Receivables
2022
Impairment allowance
2021
Trade Receivables
2021
Impairment allowance
$’000
65,678
12,613
2,864
1,662
82,817
$’000
(30)
(15)
(13)
(140)
(198)
$’000
41,583
7,907
2,092
1,289
52,871
$’000
(456)
(265)
(293)
(445)
(1,459)
Not yet due
Past due 1 to 30 days
Past due 31 to 60 days
Past due 61 days or more
c.
Other receivables
Other trade receivables do not contain impaired assets and are not past due. Based on historical analysis and future economic
considerations of these receivables, it is expected that these amounts will be received when due.
d.
Foreign exchange and interest rate risk
There are no receivables denominated in foreign currencies. The Group charges interest on a small number of debtor balances for
seasonal extended payment terms or for debtors that extend beyond agreed payment terms. Interest charged on these debtors ranges
between 0.75% and 1.5% per month by agreement.
e.
Fair value and credit risk
The carrying amounts of financial instruments represent reasonable approximations of their fair values, given their short-term nature.
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.
11. Inventories
Raw materials and stores – at cost (i)
Finished goods – at cost
Provision for obsolescence
(i)
Raw materials and stores are expensed and not charged to cost of sales.
12. Financial Assets at Fair Value Through Other
Comprehensive Income
Unlisted equity securities
2022
$’000
4,703
18,561
23,264
(653)
22,611
2021
$’000
2,668
12,920
15,588
(392)
15,196
2022
$’000
25
2021
$’000
25
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
49
13. Property, Plant and Equipment
Freehold Land and Buildings
Land – at cost
Buildings – at cost
Accumulated depreciation
Leasehold Improvements
At cost
Accumulated depreciation
Total property
Plant and Equipment
At cost
Accumulated depreciation
Total plant and equipment
Total property, plant and equipment
Movements in carrying amounts
Movements in the carrying amounts for each class of property, plant and equipment are shown below.
Freehold
Land
Buildings
Leasehold
Improvements
Plant &
Equipment
Carrying amount at 30 June 2020
Additions
Disposals
Transfers – work-in-progress capital
Transfers – right-of-use assets
Depreciation
Carrying amount at 30 June 2021
7,034
Additions
Disposals
Transfers – right-of-use assets
Depreciation
-
-
-
-
$’000
7,034
$’000
14,103
-
-
-
-
-
-
-
-
-
(407)
13,696
715
-
-
$’000
19,812
1,004
-
-
-
(1,644)
19,172
108
-
-
(410)
(1,731)
$’000
22,166
2,568
(994)
137
7,858
(6,709)
25,026
12,880
(1,842)
1,333
(8,400)
Carrying amount at 30 June 2022
7,034
14,001
17,549
28,997
Assets pledged as security. Refer to Note 19 for information on assets pledged as security.
2022
$’000
2021
$’000
7,034
16,749
(2,748)
21,035
25,296
(7,747)
17,549
38,584
7,034
16,034
(2,338)
20,730
25,188
(6,016)
19,172
39,902
123,793
(94,796)
28,997
116,316
(91,290)
25,026
28,997
67,581
25,026
64,928
Work in
Progress
Capital
$’000
1,292
-
-
(1,292)
-
-
-
-
-
-
-
-
Total
$’000
64,407
3,572
(994)
(1,155)
7,858
(8,760)
64,928
13,703
(1,842)
1,333
(10,541)
67,581
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
50
14. Right-of-use Assets
Right-of-use Property Leases
At Cost
Accumulated depreciation
Total right-of-use Property Leases
Right-of-use Other Leases
At Cost
Accumulated depreciation
Total right-of-use Other Leases
Right-of-use Equipment Leases
At Cost
Accumulated depreciation
Total right-of-use Equipment Lease
Total right-of-use assets
Movements in carrying amounts
Carrying amount at 30 June 2020
Additions/modifications
Disposals
Transfers – work-in-progress capital
Transfers – plant and equipment
Depreciation
Carrying amount at 30 June 2021
Additions/modifications
Disposals
Transfers – plant and equipment
Depreciation
Carrying amount 30 June 2022
2022
$’000
2021
$’000
103,784
103,802
(36,667)
(29,066)
67,117
74,736
2,987
(839)
2,148
2,240
(328)
1,912
191,612
177,792
(72,891)
(60,799)
118,721
116,993
187,986
193,641
Right-of-use
Properties
Right-of-use
Other
Right-of-use
Equipment
Total Right-of-
use Assets
$’000
81,772
2,211
-
-
-
(9,247)
74,736
1,979
-
-
(9,598)
67,117
$’000
-
2,240
-
-
-
(328)
1,912
747
-
-
(511)
2,148
$’000
118,984
23,390
(1,217)
1,055
(7,858)
(17,361)
116,993
21,699
(1,300)
(1,333)
(17,338)
118,721
$’000
200,756
27,841
(1,217)
1,055
(7,858)
(26,936)
193,641
24,425
(1,300)
(1,333)
(27,447)
187,986
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
51
15. Lease Liabilities
Lease liabilities – Current
Property
Other
Equipment lease liabilities (i)
Total current lease liabilities
Lease liabilities – Non-current
Property
Other
Equipment lease liabilities (i)
Total non-current lease liabilities
Total lease liabilities
2022
$’000
2021
$’000
8,379
693
33,801
42,873
67,831
1,499
61,702
7,695
431
28,259
36,385
74,652
1,502
70,722
131,032
146,876
173,905
183,261
(i) The carrying amount of equipment lease liabilities includes an offsetting fair value gain of $286,000 (2021: $534,000).
Movements in carrying amounts
Lease liabilities
properties
Lease liabilities other
Lease liabilities
equipment
Total lease liabilities
Carrying amount at 30 June 2020
Additions
Lease modification
Repayments
Interest
Fair value gain – movement
Carrying amount at 30 June 2021
Additions
Lease modifications
Repayments
Interest
Fair value gain – movement
Carrying amount 30 June 2022
$’000
87,559
1,490
721
(10,982)
3,559
-
82,347
1,466
514
(11,426)
3,309
-
76,210
$’000
-
2,240
-
(357)
50
-
1,933
747
-
(552)
64
-
2,192
$’000
97,968
27,598
-
(30,155)
3,322
248
98,981
24,495
-
(31,247)
3,026
248
95,503
$’000
185,527
31,328
721
(41,494)
6,931
248
183,261
26,708
514
(43,225)
6,399
248
173,905
Recognition and measurement – Leases
Refer Note 1.3(e) summary of significant accounting policies on the recognition and measurement of leases.
Assets pledged as security
Refer to Note 19 for information on assets pledged as security.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
52
16. Deferred Tax Assets
The balance comprises temporary differences attributable to:
Impaired receivables
Employee benefits
Payables
Other liabilities
Other
Carried forward losses
Total deferred tax assets
Set-off of deferred tax liabilities pursuant to set-off provisions (refer Note 20)
Net deferred tax assets
2022
$’000
53
4,275
441
2,170
613
5,097
2021
$’000
397
3,903
341
2,088
421
6,111
12,649
13,261
(12,649)
(13,261)
-
-
Movements
Employee
Benefits
Impaired
Receivables
Payables
Other
Liabilities
Other Carried Forward
Losses
At 30 June 2020
(Charged)/credited to:
Profit or loss
Overprovision
At 30 June 2021
(Charged)/credited to:
Profit or loss
Overprovision
At 30 June 2022
$’000
3,610
293
-
3,903
$’000
$’000
41
373
356
-
397
(32)
-
341
372
-
4,275
(344)
-
53
100
-
441
17. Intangible Assets
Computer software
Accumulated amortisation
Goodwill
Accumulated impairment
Customer list
Accumulated amortisation
Total intangible assets
$’000
1,779
309
-
2,088
82
-
$’000
97
305
19
421
192
-
Total
$’000
5,900
4,731
2,630
$’000
-
3,500
2,611
6,111
13,261
(1,903)
(1,501)
889
889
2,170
613
5,097
12,649
2022
$’000
5,439
2021
$’000
5,351
(4,593)
(4,224)
846
7,805
(244)
7,561
1,802
1,127
7,805
(244)
7,561
1,802
(1,784)
(1,527)
18
8,425
275
8,963
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
53
a.
Movements in carrying amounts
Movements in the carrying amounts for each class of intangible asset are shown below.
Carrying amount at 30 June 2020
Additions
Transfers – work-in-progress capital
Amortisation
Carrying amount at 30 June 2021
Additions
Amortisation
Carrying amount at 30 June 2022
Computer
Software
$’000
1,211
150
100
(334)
1,127
88
(369)
846
Goodwill
$’000
7,561
-
-
-
7,561
-
-
7,561
Customer
List
$’000
533
-
-
(258)
275
-
(257)
18
Total
$’000
9,305
150
100
(592)
8,963
88
(626)
8,425
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 should be impaired on an annual basis or more frequently if events or changes in circumstances
indicate impairment. 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 of the Rural CGU
Average product margin
Terminal growth rate
Free cash growth rate
Pre-tax discount rate
2022
%
16.9
2.0
6.4
9.1
2021
%
16.2
2.0
8.5
9.0
Assumption
Approach used to determine values
Average gross margin
Based on past performance and management’s expectations for the future.
Terminal growth rate
Free cash growth rate
Pre-tax discount rate
The growth rate used to extrapolate cash flows beyond the five-year forecasted period based on
management’s expectations of long-term growth.
The average cash flow growth rate over the five-year forecast period is based on management’s
expectations for the future.
Reflect specific risks relating to the relevant asset or cash generating unit and the economic and
regulatory environment in which they operate based off management’s expectations for the future.
d.
Impact of possible changes in key assumptions
A sensitivity analysis was performed on key assumptions, which included increasing the pre-tax discount rate from 9.1% to 11.1%
(2021: 9.0% to 11.0%) and reducing average product margin from 16.9% to 15.9% (2021: 16.2% to 15.2%). Both scenarios did not
result in impairment (2021: no impairment).
e.
Assets pledged as security
Refer to Note 19 for information on current assets pledged as security.
f.
Amortisation methods and useful lives
See note 1.3 (n) for the Group’s policy regarding intangible assets.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
54
18. Trade and Other Payables
Trade and other payables
19. Borrowings
Current
Secured
Bank loans
Bank loans – borrowing costs offset
Equipment loans
Total current borrowings
Non-current
Secured
Bank loans
Bank loans – borrowing costs offset
Equipment loans
Total non-current borrowings
Total borrowings
a.
Bank loans
2022
$’000
60,365
2021
$’000
48,828
2022
$’000
2021
$’000
8,000
(82)
1,358
9,276
13,500
(144)
9,426
22,782
32,058
5,000
(82)
-
4,918
15,500
(227)
-
15,273
20,191
Bank loan – working capital facility has a $10,000,000 limit of which $6,000,000 was drawn at 30 June 2022 (2021: $3,000,000) and is
utilised to fund short term working capital requirements of the Group.
Bank loan – corporate facility has a limit of $15,500,000 which was fully drawn at 30 June 2022 (2021: Limit of $17,500,000, fully
drawn) and is utilised to fund freehold properties and leasehold fitouts for key facilities. The facility is repaid at $500,000 each quarter
with a balloon repayment of $10,000,000 in March 2025 (if not refinanced prior).
The bank loan facilities are secured by guarantees by all companies in the consolidated entity supported by mortgage charges over all
the consolidated entity’s property and other assets.
b.
Equipment loans - secured
Equipment loans are effectively secured as the rights to the assets backed by the loan revert to the financier in the event of default.
Equipment loans are financed on variable interest rate terms which are revised quarterly.
c.
Assets pledged as security
All the assets of the consolidated entity are pledged as security for the facilities as noted above.
d.
Fair value
Information about the Group’s fair value of borrowings is provided in Note 2.
e.
Risk exposure
Information about the Group’s exposure to risks arising from borrowings is provided in Note 2.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
55
20. Deferred Tax Liabilities
The balance comprises temporary differences attributable to:
Prepayments
Inventories
Depreciation and amortisation
Other receivables
Total deferred tax liabilities
Set-off of deferred tax assets pursuant to set-off provisions (refer Note 16)
Net deferred tax liabilities
Movements
Prepayments
Inventories
At 30 June 2020
Charged /(credited):
Profit or loss
Overprovision (i)
At 30 June 2021
Charged /(credited):
Profit or loss
Overprovision (i)
At 30 June 2022
$’000
1,356
(128)
-
1,228
122
-
1,350
$’000
611
113
(342)
382
279
-
661
2022
$’000
2021
$’000
1,350
661
24,054
101
26,166
1,228
382
16,562
295
18,467
(12,649)
(13,261)
13,517
5,206
Total
$’000
9,101
5,311
4,055
18,467
247
48
-
295
(194)
-
6,810
889
101
26,166
6,887
5,278
4,397
16,562
6,603
889
24,054
Depreciation &
Amortisation
$’000
Other
Receivables
$’000
(i)
After the end of the 2020 and 2021 financial years the Group reviewed its eligibility to Government tax incentives for
accelerated depreciation for assets acquired during the financial year. On review, the Group was able to claim additional
depreciation for assets acquired during the period and included the additional depreciation in the Groups tax return
lodgements for both periods.
21. Provisions
Current
Employee benefits
Non-current
Employee benefits
2022
$’000
2021
$’000
12,510
11,047
1,735
1,958
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
56
22. Other Liabilities
Current
Contract liabilities
Other
Non-current
Other
2022
$’000
5,607
539
6,146
2021
$’000
3,934
-
3,934
8,271
9,205
Contract liabilities relates to monies received in advance of delivery of goods or services and performance obligations that have not yet
been met.
The changes in contract liabilities reflect both:
(a) The release of deferred revenues to the profit and loss through the performance of delivery of the goods or service; and
(b) New monies received where the delivery of the goods or service has not yet been completed and performance obligations
have not yet been met.
Revenue recognised in the financial year from contract liabilities at the beginning of the period being satisfied was $3,934,000 (2021:
$3,356,000).
Revenue not recognised in the financial year as performance obligations not yet satisfied and classified as contract liabilities is
$5,607,000 (2021: $3,934,000).
23. Contributed Equity
Fully paid ordinary shares
The movement in fully paid ordinary shares for 2022 and 2021 is reconciled as follows:
2022
$’000
74,397
Balance at 30 June 2020
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares pursuant to the Dividend Reinvestment Plan
Balance at 30 June 2021
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares under employee incentive plans
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares under employee incentive plans
Balance at 30 June 2022
Note No of Shares
Issue Price
(a)
(a)
(a)
(a)
299,290,033
252,476
586,979
33.0 cents
35.0 cents
300,129,488
294,732
400,000
763,110
400,000
35.0 cents
36.5 cents
41.0 cents
31.5 cents
301,987,330
2021
$’000
73,709
$’000
73,421
83
205
73,709
103
146
313
126
74,397
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.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
57
Issues pursuant to the Dividend Reinvestment Plan are:
2021 Dividends
09 October 2020
09 April 2021
2022 Dividends
08 October 2021
08 April 2022
Number of
Shares
252,476
586,979
Issue Price
33 cents
35 cents
294,732
763,110
35 cents
41 cents
b.
Capital risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a 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.
Lindsay Australia Limited has complied with the financial covenants of its borrowing facilities during the 2022 and 2021 reporting
periods.
24. Reserves
Share-based payment reserve
Opening balance at 1 July
Employee share schemes – value of employee services (note 30)
Transferred to share capital on exercise of options (note 23)
Closing balance at 30 June
a.
Nature and purposes of reserve
The share-based payments reserve is used to recognise the fair value of options issued to employees.
25. Retained Earnings
Retained earnings at the beginning of the year
Profit for the year
Dividends paid or provided for (note 8)
Retained earnings at the end of the year
2022
$’000
856
105
(272)
689
2021
$’000
794
62
-
856
2022
$’000
14,312
19,230
(5,713)
27,829
2021
$’000
18,148
1,254
(5,090)
14,312
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
58
26. Cash Flow Information
Reconciliation of Cash Flows from Operating Activities with Profit for the Year
Profit for the year
Adjustment for non-cash items in profit
Depreciation/amortisation
Net (gain)/loss on disposal of property, plant and equipment
Non-cash employee benefits expense-share-based payments
Movement in capitalised borrowing costs
Movement in fair value gain (refer note 15)
Movement in interest accrual
Net changes in assets and liabilities
(Increase)/decrease in current taxes
(Increase)/decrease in trade and other receivables
(Increase)/decrease in prepayments and other assets
(Increase)/decrease in inventories
(Decrease)/increase in trade and other payables
(Decrease)/increase in other liabilities
(Decrease)/increase in provisions
(Decrease)/increase in net deferred tax liabilities
Cash flows from operating activities
Non-Cash Financing and Investing Activities
Dividends satisfied by issue of shares
27. Earnings per Share
Basic earnings per share
Diluted earnings per share
2022
$’000
2021
$’000
19,230
1,254
38,614
(103)
105
81
248
(1,356)
668
(33,547)
(704)
(7,415)
12,983
1,278
1,240
8,309
36,288
964
62
82
248
-
633
(5,939)
513
(3,143)
16,355
1,427
978
2,007
39,631
51,729
416
288
2022
$’000
6.4
6.4
2021
$’000
0.4
0.4
Earnings used in calculating basic and diluted earnings per share – net profit
19,230
1,254
Weighted average number of ordinary shares used in calculating basic and diluted earnings per share (i) 300,793,889
299,604,515
Number of
Shares
Number of
Shares
(i)
The dilutive effect of options is not significant.
28. 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
2022
$
2021
$
195,000
-
195,000
181,570
12,150
193,720
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
59
29. Related Party Disclosures
a.
Key management personnel compensation (including non-executive directors)
Short-term employee benefits
Long-term employee benefits
Post-employment benefits
Share-based payments expense
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 (GST exclusive):
Revenues
Cartage revenue received / receivable
Sale of rural supplies
Expenses
Fees for corporate uniform consultancy
2022
$
2021
$
2,838,455
2,247,323
68,791
173,736
104,884
28,774
115,552
61,958
3,185,866
2,453,607
2022
$
2021
$
-
-
-
2,990,420
4,558,676
7,549,096
227,591
110,546
The directors believe transactions with entities related to key management personnel were on commercial terms and conditions (unless
otherwise stated). Current receivables and payables are unsecured, to be settled in 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.
30. Share-based Payments
Lindsay Australia Limited has a Long Term Incentive (Option) Plan (LTIP) as described in the Remuneration Report. The LTIP has
been accounted for in accordance with the fair value recognition provisions of AASB 2 “Share-based Payment”.
Expense arising from share-based payment transactions
During the 2022 financial year $104,884 (2021: $61,958) was recognised as employee benefit expense arising from equity settled
share-based payment transactions. There was no additional expense recognised for the modification of a share-based payment plan
(2021: $nil).
Expense arising from equity settled share-based payment transactions
2022
$
104,884
Total expense arising from share-based payment transactions
In 2022 800,000 share options were exercised during the year. In 2021 no share options converted to shares during the year.
104,884
2021
$
61,958
61,958
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
60
Employee share option plans
Long Term Incentive (Option) Plan (LTIP)
At the 2016 Annual General Meeting, Shareholders approved a LTIP. The plan has the following characteristics:
Eligibility
Grant of options
Exercise
Lapse
The LTIP will be open to eligible employees (including directors, contractors and consultants) of the Company
who the Board determines in its absolute discretion to issue options.
No amount is payable by eligible employees for the issue of options under the LTIP.
The offer must be in writing and specify, amongst other things, the number of options being issued, the exercise
period, any conditions to be satisfied before the options may be exercised and the exercise price of the options.
The options may also be subject to specific terms established by the Board.
The options may be exercised, subject to any exercise conditions, by the participant giving a signed notice to
the Company and paying the exercise price in full. The Company will apply for official quotation of any Shares
issued on exercise of any options.
The options shall lapse in accordance with specific offer terms or events contained in the LTIP rules, including
termination of employment or resignation, redundancy, death or disablement (subject to the Board’s direction to
extend the terms of exercise in restricted cases).
Right of participants Once shares are allotted upon exercise of the options the participant will hold the shares free of restrictions
(unless the Board determines otherwise). The shares will rank for dividends declared on or after the date of
issue but will carry no right to receive any dividend before the date of issue.
Should the Company undergo any reorganisation of capital, the number of options or shares will be adjusted in
accordance with the Listing Rules as applicable to options at the time of the reorganisation.
In the event of a change of control, and subject to the Listing Rules and any applicable laws, the Board may
determine that:
(a)
a participant’s unvested options will vest notwithstanding some or all of the vesting conditions have not
been satisfied;
that an eligible employee may transfer or otherwise dispose of their options; or
that a disposal restriction will be waived in respect of the options.
(b)
(c)
A holder of options is not entitled to participate in dividends, a new issue of shares or other securities made by
the Company to shareholders merely because he or she holds options.
Assignment
The options are not transferable or assignable without the prior written approval of the Board.
Administration
Termination and
amendment
The LTIP will be administered by the Board which has an absolute discretion to determine appropriate
procedures for its administration and, subject to the Listing Rules and applicable laws, all decisions of the Board
as to the interpretation, effect or application of the plan rules and all calculations and determinations made by
the Board under the plan rules are final, conclusive and binding in the absence of manifest error.
The LTIP may be terminated or suspended at any time by the Board, or if an order is made or an effective
resolution is passed for the winding up of the Company other than for the purpose of amalgamation or
reconstruction.
The LTIP may be amended at any time by the Board provided that any amendment does not materially alter the
rights of any participant in respect of the issue of options under the plan prior to the date of the amendments
unless:
(a)
the amendment is introduced primarily for the purposes of complying with or conforming to present or
future applicable legislation;
to correct any manifest error or mistake; or
to enable the plan or Company to comply with any applicable laws or any required policy.
(b)
(c)
Options granted under LTIP
In the 2022 financial year, a grant of 200,000 options for shares exercisable at $nil were granted to each of CFO J T Green and COO C
R Baker pursuant to the LTIP.
No other options have been granted pursuant to the LTIP in the financial year.
Fair value of options granted under LTIP – 2022 financial year
The assessed fair value at grant date of options granted during the year ended 30 June 2022 was $0.3219. The options have $nil
exercise price, a three-year vesting period where they do not participate in dividends, and two performance criteria (three year EPS
target and three year Total Shareholder Return (TSR) target). A Black Scholes option valuation model has been used to determine the
fair value the options at grant date. The Board believes this valuation model to be appropriate to the circumstances and has not used
any other valuation or other models in proposing the terms of the options. These valuation methods are based on a number of
assumptions, set out below, with an adjustment to the expected life of the options to take account of limitations on transferability. These
valuations impute a total value of $128,769 for the 400,000 options issued.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
61
Model inputs
FY2022
Risk free rate (i)
Grant date share price
Exercise price
Expected volatility
1.73%
$0.38
$nil
33%
(i)
risk free rate based on the Australian Government 10-year bond rate as at the grant date
Fair value of options granted under LTIP – 2021 financial year
No options for shares were granted pursuant to the LTIP in the 2021 financial year.
Employee Share Options Granted
The following table summarises options that have been granted under the LTIP and the previous employee share option plan.
The weighted average exercise price (WAEP) and movements in the options during the year are detailed below. No options expired
during the periods covered by the below table.
Balance at beginning of year
Granted during the year
Forfeited during the year
Exercised during the year
Balance at the end of the year
Exercisable at end of year
Summary of options outstanding
2022
2021
Number
WAEP
Number
WAEP
1,200,000
400,000
-
(800,000)
800,000
-
-
-
-
-
-
-
1,200,000
-
-
-
1,200,000
400,000
-
-
-
-
-
-
The share options outstanding at the end of the year had an exercise price of nil (2021: nil) and a weighted average remaining
contractual life of 3.3 years (2021: 4.3 years).
A summary of the status of the Groups equity settled share option plans at 30 June 2022 is presented below. When exercisable, each
option is convertible into one ordinary share of Lindsay Australia Limited at a zero-exercise price.
Tranche
Fair Value Per
Option
(cents)
Grant
Date
Expiry Date Number
Issued
Number
Forfeited
LTIP – FY18
LTIP – FY19
LTIP – FY20 (b)
LTIP – FY21
36.5
31.5
30.7
-
October 2017 October 2024 400,000
October 2018 October 2025 400,000
October 2019 October 2026 400,000
-
-
-
LTIP – FY22
32.2
October 2021 October 2024 400,000
1,600,000
-
-
-
-
-
-
Determining option value at grant date
Number
Modified
(a)
Number
Vested
Number
Exercised
-
400,000
400,000
400,000
400,000
400,000
-
-
-
-
-
-
-
-
-
Balance –
30 June
2022
-
-
400,000
-
400,000
400,000
800,000
800,000
800,000
All issued and outstanding options contain no market conditions to vest. All options are non-participating zero priced options. These
options have an exercise price of zero and do not participate in dividends until exercised. The fair value at the grant date for the issues
was determined by taking the share price at grant date less the present value of dividends discounted at the risk-free rate where the
vest date is greater than one year from grant date.
(a) Modification of share-based payment arrangements
No modifications to share based payments occurred in the 2022 financial year.
In the 2021 financial year, the board of directors declared to extend the vesting period for 400,000 options granted to MK Lindsay in the
2019 financial year a further 12 months to October 2022.
(b) Options vested since year-end
400,000 share options have vested since 2022 financial year end.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
62
31. 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.
Name
Lindsay Brothers Holdings Pty Ltd (a), (c)
Lindsay Transport Pty Ltd (a), (c)
Lindsay Brothers Management Pty Ltd (a), (c)
Lindsay Brothers Fuel Services Pty Ltd (a), (c)
Lindsay Brothers Hire Pty Ltd (a), (c)
Lindsay Brothers Plant & Equipment Pty Ltd (a), (c)
P & H Produce Pty Ltd (c)
Lindsay Rural Pty Ltd (c)
Skinner Rural Pty Ltd (b), (c)
Croptec Fertilizer and Seeds Pty Ltd (b), (c)
Lindsay Fresh Logistics Pty Ltd (c)
Class
Shares/Units
Equity
Holding %
2022
Equity
Holding %
2021
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
(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) These companies are subsidiaries of Lindsay Rural Pty Ltd.
(c) These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with ASIC Corporations
(wholly-owned companies) Instrument 2016/785. For further information refer to Note 33.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
63
32. 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, warehouse and distribution 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 2022 and 2021 financial years. Group revenues are
derived predominately from customers within Australia.
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;
Finance costs (except for interest costs relating to property right-of-use lease liabilities);
Corporate costs including impairment of receivables; and
Income tax expense.
Major customers
No customer of the Group accounts for more than 10% of external revenue (2021: none). The largest individual customer accounts for
4.16% of external revenues (2021: 4.74%).
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
64
Segment information
2022
Revenue
Revenue for services (i)
Revenue for sale of goods (ii)
Other revenue (refer note 5 for breakdown of other revenue)
Total segment revenue/income
Inter-segment revenue elimination
Total segment revenue/income
EBITDA
Transport
$’000
Rural
$’000
Corporate
$’000
Total
$’000
401,708
-
-
157,994
2,723
774
404,431
158,768
-
-
1,092
1,092
401,708
157,994
4,589
564,291
(5,381)
(1,251)
-
(6,632)
399,050
157,517
1,092
557,659
74,714
12,241
(14,174)
72,781
Total depreciation and amortisation
31,816
1,461
5,337
38,614
EBIT
Total finance costs
Segment net profit before tax
42,898
10,780
(19,511)
34,167
2,413
111
4,102
6,626
40,485
10,669
(23,613)
27,541
(i)
(ii)
Revenue from provision of services is recognised over time
Revenue from sale of goods is recognised at a point in time
2021
Revenue
Revenue for services (i)
Revenue for sale of goods (ii)
Other revenue (refer note 5 for breakdown of other revenue)
Total segment revenue/income
Inter-segment revenue elimination
Total segment revenue/income
EBITDA
Total depreciation and amortisation
EBIT
Total finance costs
Segment net profit before tax
(i)
(ii)
Revenue from provision of services is recognised over time
Revenue from sale of goods is recognised at a point in time
Transport
$’000
Rural
$’000
Corporate
$’000
Total
$’000
302,851
-
-
139,111
3,383
427
306,234
139,538
(5,585)
(1,224)
-
-
1,330
1,330
-
302,851
139,111
5,140
447,102
(6,809)
300,649
138,314
1,330
440,293
52,316
29,840
22,476
2,567
19,909
9,607
(13,927)
1,165
5,283
8,442
(19,210)
103
7,235
8,339
(26,445)
47,996
36,288
11,708
9,905
1,803
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
65
33. Deed of Cross Guarantee
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 ASIC Corporations (wholly-owned companies) Instrument 2016/785. 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, Lindsay Rural Pty Ltd,
Skinner Rural Pty Ltd, Croptec Fertiliser and Seeds Pty Ltd and Lindsay Fresh Logistics Pty Ltd.
The above companies represent a ‘closed Group’ for the purposes of the Instrument, 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’.
34. Capital Commitments
Capital Commitments
Commitments for capital expenditure (property, plant, equipment and intangibles) contracted for but
not recognised in the financial statements are as follows.
1,806
6,651
2022
$’000
2021
$’000
35. Contingent Liabilities
Guarantees
Guarantees to secure lease obligations
Total Guarantees
Cross guarantees have been given as described in Note 33.
Other
2022
$’000
7,884
7,884
2021
$’000
7,726
7,726
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.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
66
36. 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
2022
$’000
2021
$’000
1,542
440,473
317,262
364,203
74,398
1,184
688
76,270
3,701
3,701
-
-
1,580
442,858
322,113
365,098
73,710
3,195
855
77,760
7,216
7,216
-
-
Guarantees entered into by parent entity
Lindsay Australia Limited has guaranteed the Groups external debt in respect of working capital loans, equipment finance leases and
bank loans of subsidiaries amounting to $95,625,248 (2021: $86,077,889) which are secured by registered mortgage charges over
property and other assets. The parent entity has also given unsecured guarantees in respect of financial leases of subsidiaries
amounting to $10,946,514 (2021: $13,437,006).
In addition, there are cross guarantees given by Lindsay Australia Limited as described in Note 33. 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(w) as the present value of the difference in net cash flows is not significant.
37. Events after the reporting period
Dividend recommended after year end
Since the end of the financial year, the directors have recommended payment of a final ordinary dividend of $5,435,772 (1.8 cents per
share unfranked) for the year ended 30 June 2022.
Other
Other than the events disclosed above, to the directors’ knowledge, no matter or circumstance has arisen since the end of the financial
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.
Lindsay Australia Limited | Annual Report 2022 | Notes to the Consolidated Financial Statements
67
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 2022 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 33 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 33.
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.
Ian M Williams
Chair of Directors
Brisbane, Queensland
17 August 2022
Lindsay Australia Limited | Annual Report 2022 | Directors’ Declaration
68
Independent Auditor’s Report
To the Members of Lindsay Australia Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Lindsay Australia Limited, (“the Company”) and its controlled entities (“the
Group”), which comprises the consolidated statement of financial position as at 30 June 2022, 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, and notes to the consolidated financial statements, including a
summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(a)
(b)
giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial
performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our
report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) “the Code” that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Brisbane Sydney Newcastle Melbourne Adelaide Perth
Pitcher Partners is an association of independent firms.
An Independent Queensland Partnership ABN 84 797 724 539. Liability limited by a scheme approved under Professional Standards Legislation.
Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.
pitcher.com.au
NIGEL FISCHER
MARK NICHOLSON
PETER CAMENZULI
JASON EVANS
KYLIE LAMPRECHT
NORMAN THURECHT
BRETT HEADRICK
WARWICK FACE
COLE WILKINSON
SIMON CHUN
JEREMY JONES
TOM SPLATT
JAMES FIELD
DANIEL COLWELL
ROBYN COOPER
FELICITY CRIMSTON
CHERYL MASON
KIERAN WALLIS
MURRAY GRAHAM
ANDREW ROBIN
KAREN LEVINE
Lindsay Australia Limited | Annual Report 2022 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
69
Key audit matter
Impairment of goodwill
Refer to Note 17: Intangible Assets
How our audit addressed the matter
At 30 June 2022 the Group’s balance sheet
includes goodwill amounting to $7.561 million
relating to historical business acquisitions.
In accordance with AASB136 Impairment of
Assets, an annual impairment test is performed
which requires management to exercise
judgement in determining the key assumptions
to calculate the recoverable amount using a
value-in-use model. Key assumptions in the
model include discount rates, average gross
margin, free cash growth rate and terminal
growth rate.
Our procedures included, amongst others:
• Understanding and evaluating the design and
implementation of management’s processes
and controls relevant to the impairment of
goodwill;
• Checking management’s calculations for
accuracy;
• Critically assessing the reasonableness of key
assumptions, considering supporting
documentation and historic performance, where
available;
The key assumptions and a sensitivity analysis
are included in Note 17.
•
It is due to the use of management judgement
in determining the key assumptions that this is a
key area of audit focus.
Performing sensitivity analysis on key
assumptions used in management’s
calculations to assess the level of headroom
available; and
• Reviewing the adequacy of the Group’s
disclosures on goodwill impairment to ensure
compliance with Australian Accounting
Standards.
Other Information
The directors are responsible for the other information. The other information comprises the information included in
the Group’s annual report for the year ended 30 June 2022, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Lindsay Australia Limited | Annual Report 2022 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
70
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and
whether the financial report represents the underlying transactions and events in a manner that achieves fair
presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial report. We are responsible for the direction,
supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the financial report of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Lindsay Australia Limited | Annual Report 2022 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
71
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 24 of the directors’ report for the year ended 30
June 2022. In our opinion, the Remuneration Report of Lindsay Australia Limited, for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in
accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
PITCHER PARTNERS
DAN COLWELL
Partner
Brisbane, Queensland
17 August 2022
Lindsay Australia Limited | Annual Report 2022 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
72
Corporate Governance Statement
Introduction
The Board of Directors of Lindsay Australia Limited (the ‘Company’) is responsible for the corporate governance of the consolidated
entity being the Company and its related companies. 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 4th Edition. Lindsay Australia Limited’s Corporate Governance practices recognise the Company’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
The following governance related documents can be found on the Lindsay Australia Limited website at
https://lindsayaustralia.com.au/corporate-governance
a) Corporate Governance Charter, inclusive of the Board Charter and Committee Charters;
b) Code of Conduct;
c) Securities Trading Policy;
d) Continuous Disclosure Policy;
e) Shareholder Communications and Meetings Policy;
f)
Risk Management Policy;
g) Diversity Policy;
h) Whistleblower Protection Policy;
i)
Anti-Bribery and Corruption Policy; and
j) Modern Slavery Statement.
Contents
Principle 1
Principle 2
Principle 3
Principle 4
Principle 5
Principle 6
Principle 7
Principle 8
74
76
77
78
79
80
81
82
Lindsay Australia Limited | Annual Report 2022 | Corporate Governance Statement
73
Principle 1
Lay solid foundations for management and oversight.
Recommendation 1.1
A listed entity should have and disclose a board charter setting out:
a)
b)
the respective roles and responsibilities of its board and management; and
those matters expressly reserved to the board and those delegated to management.
During the financial year the Company was governed in accordance with its Corporate Governance Charter adopted by the board.
The Corporate Governance Charter is published on the Company’s website.
The Corporate Governance Board Charter reserves powers for the board. Functions not reserved to the Board are delegated to senior
management and the Chief Executive Officer (CEO). The CEO is accountable to the board.
Recommendation 1.2
A listed entity should:
a)
b)
undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a
director; and
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 Company undertakes appropriate checks and evaluation before appointing or re-appointing a director or senior executive 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 Company has entered into written 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.
Each 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 and policies. 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.
Lindsay Australia Limited | Annual Report 2022 | Corporate Governance Statement
74
Recommendation 1.5
A listed entity should:
a) have and disclose a diversity policy;
b)
through its board or a committee set measurable objectives for achieving gender diversity in the composition of its board,
senior executives and workforce generally; and
c) disclose in relation to each reporting period:
1. the measurable objectives set for that period to achieve gender diversity;
2. the entity’s progress towards achieving those objectives; and
3. either:
the respective proportions of men and women on the board, in the senior executive positions and across the whole
A.
workforce (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
B.
Equality Indicators”, as defined in and published under that Act.
The Diversity Policy is published on the Company’s website. The board has established the following objectives in relation to gender
diversity (refer to table below). The intention is to achieve the objectives over time as positions become available. There are no women
on the board at this time. The Company is actively promoting measures to attract females to its workforce and increase the percentage
of women in the workforce and in management positions.
The board maintains full transparency of board processes, reviews and appointments and encourages gender diversity. The board
notes that while some positions within the Company have perceived time and physical demands that may make these jobs traditionally
unattractive to women, these issues are being addressed.
Percentage of women in Group’s workforce
Percentage of women in management positions
Recommendation 1.6
A listed entity should:
Objective
15%
20%
2022
10%
11%
2021
10%
15%
a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors;
and
b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process
during or in respect of that period.
The Company has adopted processes concerning the evaluation and development of the board, board committees and individual
directors including the CEO. Processes include an internal board review and assessment. The Corporate Governance Statement
outlines the Company’s disclosed skills criteria for directors, refer to Recommendation 2.2.
During the 2022 financial year, an internal board performance assessment was performed and reviewed, the board assessment criteria
itself was also reviewed.
Recommendation 1.7
A listed entity should:
a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process
during or in respect of that period.
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 ba sis or
both. The CEO is responsible for these reviews.
Lindsay Australia Limited | Annual Report 2022 | Corporate Governance Statement
75
Principle 2
Structure the board to be effective and add value.
Recommendation 2.1
The board of a listed entity should:
a) have a nomination committee which;
1. has at least three members, a majority of whom are independent directors; and
2.
is chaired by an independent director,
and disclose;
3.
the charter of the committee;
4.
the members of the committee; and
5. 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; or
b)
if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession
issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity
to enable it to discharge its duties and responsibilities effectively.
The board believes that due to the Company’s relatively small size, the board can undertake all functions that would be delegated to a
nomination committee and therefore a nomination committee is not necessary. The Corporate Governance Charter contains
procedures for the appointment of directors and procedures to be followed for a nomination committee, which are discharged by the
board. The Board Charter also outlines the requirements for the composition of the board which includes an independent director as
chair who also presides over nomination type matters.
Recommendation 2.2
A listed entity should have and disclose a board skills matrix setting out the mix of skills 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 personal attributes relevant to the board in discharging its
responsibilities.
Leadership and Governance
Technical and Operations
Business, Finance and Risk
Publicly listed company experience
Road and rail transport experience
Legal and regulatory compliance
Leadership
Strategy
Agriculture industry experience
Finance, accounting and audit
Human resources
Risk management
Corporate Governance
Government, policy and stakeholder management Capital market
Health, safety and environment
Merger and acquisitions
Recommendation 2.3
A listed entity should disclose:
a)
the names of the directors considered by the board to be independent directors;
b)
if a director has an interest, position or relationship of the type described in Box 2.3 but the board is of the opinion that is does
not compromise the independence of the director, the nature of the interest, position or relationship in question and an
explanation of why the board is of that opinion; and
c)
the length of service of each director.
Lindsay Australia Limited | Annual Report 2022 | Corporate Governance Statement
76
Director
Status
Date
Date
Length of Service
Interest/Association
R A Anderson Non-Executive
16/12/2002
31/08/2021
18 years (as at 16/12/2020)
Appointment
Resignation
Independent Director
M K Lindsay Executive
Non-Independent Director
26/11/1996
25 years (as at 26/11/2021) Chief Executive Officer
A R Kelly
Non-executive
Independent Director
R L Green
Non-Executive
Independent Director
03/05/2019
05/11/2021
2 years (as at 03/05/2021)
26/08/2019
2 years (as at 26/08/2021)
I M Williams Non-Executive
03/09/2021
9 months (as at 03/06/2022) Current Board Chair
Independent Director
M R Stubbs Non-Executive
03/09/2021
9 months (as at 03/06/2022)
Independent Director
S P Cantwell Non-Executive
17/12/2021
6 months (as at 17/06/2022)
Independent Director
Recommendation 2.4
The majority of the board of a listed entity should be independent directors.
The Company has complied with this recommendation, with four of the five current directors considered to be independent directors as
outlined above in recommendation 2.3.
The board considers the current composition of the 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.
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 CEO
of the entity.
Mr R A Anderson an independent director was the chair until his resignation. Mr I M Williams an independent director is the current
chair. Mr MK Lindsay is the CEO and is not the chair.
Recommendation 2.6
A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing
directors to undertake professional development to maintain the 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
Instil a culture of acting lawfully, ethically and responsibly.
Recommendation 3.1
A listed entity should articulate and disclose its values.
The corporate values are disclosed on the Company’s website at https://lindsayaustralia.com.au; they are
•
•
•
Safety Always;
People Focused;
Value Family;
• Community Supportive;
• Customer and Supplier Orientated; and
•
Industry Innovators.
Lindsay Australia Limited | Annual Report 2022 | Corporate Governance Statement
77
Recommendation 3.2
A listed entity should:
a) have and disclose a code of conduct for its directors, senior executives and employees; and
b) ensure that the board or a committee of the board is informed of any material breaches of that code.
The Code of Conduct and Corporate Governance Charter outline a broad range of conduct related matters which apply to directors,
officers, employees and contractors of the Company.
Recommendation 3.3
A listed entity should:
a) have and disclose a whistleblower policy; and
b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.
The Whistleblower Policy demonstrates the commitment of the Company to appropriate standards of behaviour and good corporate
governance. The policy outlines the processes for making reports regarding certain conduct. The Company has engaged a third-party
independent service provide to receive any such reports offering independent integrity to the process. Any material incidents are
reported to the board.
Recommendation 3.4
A listed entity should:
a) have and disclose an anti-bribery and corruption policy; and
b) ensure that the board or a committee of the board is informed of any material breaches of that policy.
The Anti-Bribery and Corruption Policy demonstrates and supports high level of accountability and integrity in the manner in which the
Company conducts its business affairs. The policy provides a key framework for the conduct of business. Any material breaches are
reported to the board.
Principle 4
Safeguard the integrity of corporate reports.
Recommendation 4.1
The board of a listed entity should:
a) have an audit committee which:
1. has at least three members, all of whom are non-executive directors and a majority of whom are independent
directors; and
2.
is chaired by an independent director, who is not the chair of the board,
and disclose;
3.
the charter of the committee;
4.
the relevant qualifications and experience of the members of the committee; and
5.
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 the
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.
Until his resignation, the chair of the committee was Mr A R Kelly, an independent director. The current chair of the committee is Mr M
R Stubbs, an independent director. The members of the committee and their details, the number of meetings and attendances are
contained in the Directors’ Report to the Annual Report and 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.
Lindsay Australia Limited | Annual Report 2022 | Corporate Governance Statement
78
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 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 financial period, receive from its CEO and
CFO 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 internal control which is
operating effectively.
In respect of the relevant financial reporting period the Company’s CEO and CFO 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 should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
The Company currently discloses the annual Directors Report as part of the Annual Report, the annual and half yearly financial
statements. These reports are all subject to the auditor review and sign-off in accordance with the Corporations Act. The Company has
not released any other periodic report. The Company has sufficient expertise and resources, both human and systems to verify and
validate the accuracy of information released to the market.
The Company’s auditor is represented at the Annual General Meeting and is available to answer questions from security holders in
accordance with the requirements of the Corporations Act.
Principle 5
Make timely and balanced disclosure.
Recommendation 5.1
A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1.
The Company has adopted a Continuous Disclosure Policy and has complied with the continuous disclosure requirements of Chapter 3
of the Australian Securities Exchange Listing Rules. The Corporate Governance Charter contains additional requirements. Relevant
market disclosures are reviewed by the board and at board meetings. These processes enable shareholders and stakeholders to
receive information issued by the Company in a timely and appropriate manner.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.
All material Company announcements are approved by the board of directors. Release to the market of material announcements such
as periodic reports are confirmed to the board.
Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on
the ASX Market Announcements Platform ahead of the presentation.
All material Company announcements including investor related presentations are transparent and approved by the board of directors
and released to the market ahead of the presentation.
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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 Company provides information about itself and its governance via its website. This information is available to investors and
stakeholders. The Company commits to updating its website with relevant information regarding operations and activities and the
Company uses other social media platforms to further provide information. The website provides details of the key business divisions,
copies of recent annual and half-year reports, other relevant publications, disclosures and investor information. The specific codes and
policies contained on the Company website are outlined at the beginning of this Corporate Governance Statement.
Recommendation 6.2
A listed entity should have an investor relations program that facilitates effective two-way communication with investors.
The Company’s Shareholder Communications and Meetings Policy supports the boards processes for investor relations. Information is
communicated to investors via:
•
•
•
•
•
Periodic reports being the annual and half-year reports;
ASX announcements;
Annual General Meetings;
The Company website; and
Investor briefings and disclosure of material relating to such briefings.
The board encourages attendance at the meetings and is also available to shareholders at the 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 Company’s website.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.
The Shareholder Communications and Meetings Policy supports the boards processes for investor relations. The board encourages
attendance at meetings to ensure accountability to shareholders and to address all matters relevant to shareholders including Company
performance and strategy.
The Company’s notice of meetings are clear, concise and effective. All general meetings of the Company allow shareholder
participation and the opportunity to ask questions directly of the board prior to a poll or vote.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show
of hands.
Resolutions conducted at Annual General Meetings or other General Meetings of the Company are conducted by a poll, enabling the
Company to evidence the decisions and determinations of shareholders accurately and effectively.
Recommendation 6.5
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 and visible electronically through Computershare Limited and a link is provided on the
Company’s website. Contact information for Computershare Limited is also provided in the Company’s Annual Report. Security ho lders
can also contact the Company electronically via the Company’s website.
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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:
1. has at least three members, a majority of whom are independent directors; and
2.
is chaired by an independent director,
and disclose
3.
4.
the charter of the committee;
the members of the committee; and
5. 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; or
b)
if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for
overseeing the entity’s risk management framework.
The board has established an audit and risk committee. The Charter is contained in the Company’s Corporate Governance Charter.
Until his resignation the chair of the committee was Mr A R Kelly, an independent director. The current chair is Mr M R Stubbs, 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 assesses risk and risk issues at each board meeting
described further under recommendation 7.2.
The Risk Management Policy supports the boards initiatives to recognise and manage risk.
Recommendation 7.2
The board or a committee of the board should:
a)
review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the
entity is operating with due regard to the risk appetite set by the board; and
b) disclose, in relation to each reporting period, whether such a review has taken place.
The board is responsible for the Company’s risk management framework. Risks are monitored on a regular basis and prevention or
mitigation measures adopted as appropriate and the Company intends to undertake a review and implement measures to improve the
risk management framework.
Policies and procedures have been established in respect of business related risks including asset maintenance, workplace health and
safety and inventory control. Details of financial risks are reviewed by the audit and risk committee and also provided in the Notes to the
Financial Statements in the Annual Report.
The Risk Management Policy supports the boards initiatives to recognise and manage risk.
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 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.
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Recommendation 7.3
A listed entity should disclose:
a)
if it has an internal audit function, how the function is structured and what role it performs; or
b)
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 governance, 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 Notes 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 any material exposure to environment or social risks and, if it does, how it manages or
intends to manage those risks.
The Company actively considers and monitors business and other environmental, social and governance type risks. Physical risks
associated with extreme weather events pose a risk to primary producers and supply chain related disruptions including impacts on
transport related infrastructure.
The Company actively assesses new vehicle related technologies by reference to actual or potential positive environmental and social
sustainability impact.
The Company commits to supporting and respecting the protection of the internationally proclaimed human rights. The Company has
committed to providing transparency on any risks identified in its supply chain. In accordance with legislation, in 2021 financial year the
Company published its first Modern Slavery Statement which is available on the Company’s website.
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 responsibility.
Recommendation 8.1
The board of a listed entity should:
a) have a remuneration committee which:
1. has at least three members, a majority of whom are independent directors; and
2.
is chaired by an independent director,
and disclose
3.
the charter of the committee;
4.
the members of the committee; and
5. as at the end of each reporting period, the number of times the committee met throughout the period and the
individual attendances of the embers at those meetings; or
b)
if it does not have a remuneration committee, disclose that 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 members of the committee include all the
independent directors of the board. The Chair of the committee is Mr R L Green, is an independent director.
It is the Company’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 Company’s financial and operational performance. The key expected outcomes of the remuneration structure are:
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1. Retention and motivation of key executives;
2. Attraction of quality management to the Company; and
3. Performance incentives which allow executives to share the rewards of the success of the Company.
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 the Annual 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 the Company 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, the CEO and the key management
personnel.
The remuneration policy is disclosed in the Remuneration Report contained in the Directors’ Report in the Annual Report. There were
no material changes to that policy during the year. Due to the relatively small size of the Company the only direct link between
remuneration and performance of the Company for the CEO and two senior executives is by the potential issue of options or
performance rights over shares. Unquoted options issued to the CEO and two senior executives are detailed in the Remuneration
Report contained in the Director’s Report in the Annual Report. There were no other employee options or performance rights on issue
at 30 June 2022 held by key management personnel.
At any review the performance of the Company 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 contained in
the Director’s Report in the Annual 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 Company complies with the guidelines of the ASX Corporate Governance Council, specifically non-
executive directors do not receive options or bonus payments nor retirement benefits other than statutory superannuation. Refer also to
the Remuneration Report contained in the Directors’ Report in the Annual 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 that policy or a summary of it.
The Company has a limited equity based incentive scheme approved by shareholders, potentially applying to a small number of senior
executive only. Trading in Company securities is regulated by the Securities Trading Policy disclosed on the Company’s website.
Trading activities relating to any short-term or speculative gain is prohibited.
Lindsay Australia Limited | Annual Report 2022 | Corporate Governance Statement
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Shareholder Information
Information relating to security holders as at 30 June 2022.
Distribution of Shareholders
Range
1- 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Number of Shareholders
Number of Shares
124
476
282
943
261
2,086
19,937
1,286,816
2,253,690
36,073,842
262,353,045
301,987,330
Number of holdings less than a marketable parcel of shares – 150 (50,246 shares)
Top Twenty Shareholders
Name
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
ANKLA PTY LTD
BKI INVESTMENT COMPANY LIMITED
MILTON CORPORATION LIMITED
MR THOMAS KELSALL LINDSAY
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
LINDSAY SUPER CO PTY LTD
SKYLEVI PTY LTD
ARCHERFIELD AIRPORT CORPORATION PTY LTD
MR NICHOLAS BARRY DEBENHAM + MRS ANNETTE CECILIA DEBENHAM N&A DEBENHAM S/F
NATIONAL NOMINEES LIMITED
K & D LINDSAY PTY LTD
MULAWA HOLDINGS PTY LTD
MR FRED SALOME
RM & DM PELL PTY LTD
MR NICHOLAS BARRY DEBENHAM
HEADING EAST PTY LTD
SUNSTAR AUSTRALIA PTY LTD
MS GRETA MARJORIE LINDSAY
CAROLINE HOUSE SUPERANNUATION FUND PTY LTD
Number of
Shares
% of Issued
Shares
44,600,000
40,587,430
16,783,130
13,341,599
11,364,402
9,604,239
6,668,374
6,204,324
4,500,000
4,386,731
4,272,165
4,022,148
3,499,478
3,100,000
2,944,592
2,899,035
2,549,506
2,536,364
2,328,551
2,150,000
14.77
13.44
5.56
4.42
3.76
3.18
2.21
2.05
1.49
1.45
1.41
1.33
1.16
1.03
0.98
0.96
0.84
0.84
0.77
0.71
Totals: Top 20 holders
188,342,068
62.36
Lindsay Australia Limited | Annual Report 2022 | Shareholder Information
84
Substantial Shareholders
The names of substantial shareholders who have notified the company in accordance with section 671B of the Corporations Act
2001 are:
Name
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
MIZIKOVSKY GROUP
Number of Shares
% of Issued Shares
68,868,090
49,509,410
22.90
16.46
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.
Other Equity Instruments
Details
M K Lindsay: Unlisted share options over ordinary shares
Vested since period end (issued October 2019)
C R Baker: Unlisted share options over ordinary shares
Not vested (issued October 2021)
J T Green: Unlisted share options over ordinary shares
Not vested (issued October 2021)
Quantity
400,000
200,000
200,000
Exercise Price
$nil
$nil
$nil
Lindsay Australia Limited | Annual Report 2022 | Shareholder Information
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