Lindsay Australia Limited
ABN 81 061 642 733
ASX Code LAU
Appendix 4E
for the year ended 30 June 2023
ASX Rule 4.3A
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2023
Page 1
Lindsay Australia Limited (ASX: LAU)
Results for announcement to the market
Up
Revenues
Profit after tax attributable to members Up
22.4%
79.5%
A$000
30 June 2023
682,740
34,517
A$000
30 June 2022
557,659
19,230
From
From
Dividends
Interim 2023 dividend - paid on 14 April 2023
Final 2023 dividend – to be paid on 06 October
2023
Amount per
security
1.9 cent
3.0 cent
Franked
amount per
security
0%
100%
Conduit
Foreign
Income
Nil
Nil
The Record Date for determining entitlements to the dividend is 22 September 2023.
Management Comments
Refer Annual Report 2023 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.
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
$A’000
30 June 2023
16,817
17,700
$A’000
30 June 2022
12,235
6,995
30 June 2023
30 June 2022
7.24%
4.94%
27.10%
18.69%
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 2023
11.4 cents
11.4 cents
30 June 2022
6.4 cents
6.4 cents
302,696,327
300,793,889
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2023
Page 2
NTA backing
Net Tangible Assets (NTA)
$A’000
30 June 2023
$A’000
30 June 2022
118,664
94,490
Net tangible asset backing per ordinary security
39.1 cents
31.3 cents
The net tangible asset back per ordinary security of 39.1 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 2023 financial years.
06 October 2023
22 September 2023
Yes
Amount per
security
¢
3.0
1.8
1.9
1.4
4.9
3.2
Franked
amount per
security at
30% tax
¢
100%
0%
0%
0%
Mixed
0%
Other disclosures in relation to dividends
The company has a dividend reinvestment plan. The last date for election to participate in the plan is
25 September 2023. 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
303,404,886
303,404,886
787,953
629,603
787,953
629,603
58.0
91.0
1,417,556
1,417,556
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2023
Page 3
Annual meeting
The annual meeting will be held as follows:
Place
Date / Time
It is anticipated the Annual General Meeting will be
conducted as a hybrid in-person and virtual meeting.
Details will be confirmed in the notice of meeting.
To be confirmed.
Approximate date the annual report will be
available
28 August 2023 – 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: 28 August 2023
Lindsay Australia Limited: (LAU)
Information required by appendix 4E, 30 June 2023
Page 4
ANNUAL FINANCIAL
REPORT
2023
ANNUAL REPORT
For the financial year ended 30 June 2023
DIRECTORS
Chairman Non-executive
Mr Ian M Williams
Non-executive Directors
Mr Robert L Green
Mr Matthew R Stubbs
Mr Stephen P Cantwell
INTERIM CHIEF
EXECUTIVE OFFICER
Mr Craig R Baker
GROUP LEGAL COUNSEL
& COMP ANY SECRETARY
Mr Broderick T Jones
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 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
27
28
31
32
33
34
35
72
73
77
88
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
needs.
The Group continues to remain agile, increasing the range of services it can offer
and the regions that it services. In the 2023 financial year the Group continued to
expand its rail service offering, with an increase in both refrigerated and dry
containers.
Lindsay Fresh Logistics
Brisbane Markets
Our Locations
Lindsay Rural
Lindsay Transport
Adelaide
Ayr
Atherton
Brisbane Shop
Brisbane Warehouse
Bowen
Brandon
Bundaberg
Childers
Coffs Harbour
Emerald
Gatton
Innisfail
Invergordon
Mareeba
Mildura
Mundubbera
Murwillumbah
Nambour
Robinvale
Stanthorpe
Tully
Woolgoola
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
Lindsay Australia Limited
For the year ended 30 June 2023
The Directors of Lindsay Australia Limited present their Directors’ Report together with the Financial Report of the
Company and its controlled entities (collectively the Group) for the financial year ended 30 June 2023 and the
Independent Auditors’ Report thereon.
The Directors’ Report has been prepared in accordance with the requirements of Division 1 of Part 2M.3 of the
Corporations Act 2001.
Directors and Company Secretary information
Mr Ian Williams
Chair, Independent Non-Executive Director
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 Limited
(ASX: NHC – appointed 01 November 2012), Stoddart 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 graduate of Sydney University and Oxford University and the Australian Institute of Company Directors.
Mr Robert Green
Independent 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 with key executive roles in the Australian and International
agricultural industry over many years. Key areas of experience include Trading and Risk Management, 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 and Chair of the Safety Committee of Namoi Cotton Co-operative Ltd
(ASX: NAM – appointed 27 May 2013). Mr Green is currently Chair of Boomaroo Nurseries.
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.
Other than Lindsay Australia Limited and Namoi Cotton, Mr Green has held no other directorships with other listed
companies during the last three years.
Mr Matthew Stubbs
Independent 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 held a Non-executive Director role with previously ASX listed Lantern Hotel Group (appointed 7 March 2016)
and Everlight Radiology.
Mr Stubbs has held no other directorships with other listed companies during the last three years.
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
3
Mr Stephen Cantwell
Independent 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 Michael Lindsay – Retired 23 June 2023
Managing Director and Chief Executive Officer
Mr Lindsay has been Managing Director and Chief Executive Officer of Lindsay Australia Limited since 2002 and retired
on the 23 June 2023.
Mr Lindsay has 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 directorships with 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 22 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.
Lindsay Australia Limited | Annual Report 2023 | 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
Environmental &
Occupational Health
& Safety Committee
Attended
Held
I M Williams
M K Lindsay (a)
R L Green
M R Stubbs
22
22
22
22
22
22
22
21
S P Cantwell
(a)
22
M K Lindsay retired 23 June 2023
22
4
-
4
4
4
4
-
4
4
4
5
-
5
5
5
5
-
5
4
5
2
2
2
2
2
2
2
2
2
2
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 (Retired 23 June 2023)
Director’s Interests
As at 30 June 2023 the interests of current directors in securities of the Group are as follows:
Director
I M Williams
R L Green
M R Stubbs
S P Cantwell
Share options
Ordinary
Shares
-
-
280,000
-
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 2023 financial year there were 550,000 share options granted over unissued ordinary shares under the Long
Term Incentive (Option) Plan (LTIP). At the end of the financial year, there were 1,350,000 share options over unissued
ordinary shares outstanding, of which 400,000 have vested but not yet exercised.
Share options issued in the 2023 financial year:
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
5
Details
Quantity
Exercise Price
J T Green: Unlisted share options over ordinary shares
Not Vested (issued December 2022)
C R Baker: Unlisted share options over ordinary shares
Not Vested (issued December 2022)
B T Jones: Unlisted share options over ordinary shares
Not Vested (issued December 2022)
S K Banfield: Unlisted share options over ordinary shares
Not Vested (issued December 2022)
M Strong: Unlisted share options over ordinary shares
Not Vested (issued December 2022)
200,000
200,000
50,000
50,000
50,000
$nil
$nil
$nil
$nil
$nil
Shares issued on the exercise of options
During the 2023 financial year, no shares were issued on exercise of share 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 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, Officer 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, Officers and Company Secretaries
against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their
conduct while acting in their capacity of Director, Officer or Company Secretary of the Group. This does not include
such liabilities that arise from their 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.
Events after the reporting date
Dividend recommended after the end of the financial year
Since the end of the financial year, the directors have recommended payment of a final fully franked ordinary dividend
for the year end 30 June 2023 of 3.00 cents per share (approximately $9,297,000).
Acquisition of W.B. Hunter Pty Ltd
On 3 July 2023 Lindsay Australia Limited announced it had entered into a binding agreement to acquire 100% of rural
merchandising company W.B. Hunter Pty Ltd. The acquisition expands the Rural division’s footprint in Victoria and New
South Wales. Refer to the subsequent events Note 37 in the 2023 Annual Report for business combination disclosure.
Appointment of Chief Executive Officer
Following M K Lindsay’s retirement on 23 June 2023, C R Baker (Chief Operating Officer) was appointed as Interim
Chief Executive Officer. Following the end of the financial year, C J McDonald commenced on the 17 July 2023 as
Chief Executive Officer.
Mr McDonald has extensive leadership experience in the transport and logistics sector and was previously Group
Executive Bulk at Aurizon Limited. Mr McDonald has held a number of senior executive positions at Aurizon since 2008,
prior to which he was employed at Toll Group between 2001 and 2008.
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
6
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.
Principal activities
The principal activities and operations of the Group during the financial year were the transportation of refrigerated and
general freight, logistics 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 2023 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 7th October 2022 for the prior financial year
(2022: 8th October 2021)
2023
cents
2022
cents
1.8
0.5
Interim ordinary dividend per share paid on 14th April 2023 (2022: 8th April 2022)
1.9
1.4
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
included on page 27 of this report.
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.
The Company did not engage Pitcher Partners in the 2022 or 2023 financial years for any non-audit related services.
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
7
Operating and financial review
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 2023 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 2023 financial year include a reduction in fuel tax credits from a revised ATO assessment
that were expensed in prior years, costs associated with the Chief Executive Officer retirement and executive search
costs for the appointment of the new Chief Executive Officer, costs associated with a facility fire in Bundaberg and
merger and acquisition costs. Significant items arose in the prior financial include a reduction in fuel tax credit and
interest costs from a revised ATO assessment that were expensed in a prior year and facility reinstatement costs
associated with the Brisbane market facility due to a flooding event.
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 2023 | Directors’ Report
8
2023 – 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
71,308
$’000
9,674
$’000
$’000
(31,585) 49,397
7,004
2,276
1,154
138
2,546 10,704
784
3,198
Operating lease rental payments (b)
(8,236)
(1,273)
(3,312) (12,821)
AASB 16 Leases profit impact
1,044
19
18
1,081
Other underlying adjustments
Fuel tax credit provision relating to prior years (c)
(1,204)
CEO retirement and transition costs
Facility reinstatement costs from Bundaberg Fire (d)
Asset acquisition costs (e)
Merger & acquisition costs
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
CEO retirement and transition costs
Facility reinstatement costs from Bundaberg Fire (d)
Asset acquisition costs (e)
Merger & acquisition costs
Total underlying adjustments
Underlying EBITDA
-
583
616
-
(5)
-
583
616
-
-
-
-
-
-
-
-
(1,204)
1,150
1,150
-
-
633
583
616
633
1,783
1,778
1,039
19
1,801
2,859
72,347
9,693
(29,784) 52,256
109,333
11,214
(19,253) 101,294
(8,236)
(1,273)
(3,312) (12,821)
-
-
-
-
-
-
(1,204)
1,150
1,150
-
-
633
583
616
633
(8,241)
(1,273)
(1,529) (11,043)
101,092
9,941
(20,782) 90,251
Fuel tax credit provision relating to prior years (c)
(1,204)
(a) Eliminates the impact of AASB 16 Leases.
(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 expensed 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 the Bundaberg facility.
(e) One-off costs associated with the acquisition of second-hand assets.
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
9
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 that were expensed 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 2023 | Directors’ Report
10
Summary of operating results
In the 2023 financial year, the strategy of integrated road, rail and rural continued to deliver value and growth in a
rapidly evolving market. Lindsay Australia’s key focus of safety, quality service and diversification delivered an
increasing customer base, resulting in Group revenues increasing by $123.1m to $676.2m, representing growth of
22.3% and driven by strong demand for road and rail services and supported by high fuel price recoveries due to rising
diesel prices. Our consistent execution of the Group's strategy, combined with favourable conditions in the Transport
sector, delivered underlying EBITDA of $90.3m, an increase of $30.2m or 50.2% from FY2022.
Consolidation in the logistics sector led to a surge in demand for Transport services. Thanks to the strong foundations
established over recent years and the Group’s strategic capital investments, the Group could effectively meet some of
the excess demand requirements in the market. The Group continues to manage rising cost challenges due to inflation
and a competitive labour market. Still, these forces have been somewhat mitigated through cost management and
favourable trading conditions in some segments.
The Rural division, like much of the agriculture retail sector, faced headwinds owing to shifting inventory balances,
global price fluctuations and high freight costs, which negatively impacted earnings. The segment's diversified product
mix and strong market position partially offset these challenges to deliver positive revenue growth of 4.0% to $163.0m,
with underlying profit before tax of $9.7 million, a reduction of 9.5% from the prior year.
The Group remains committed to upholding our position as a leading essential service provider and a critical link within
Australia's food and agriculture sectors. Lindsay’s top priority remains the safety of all staff, customers, community
members and stakeholders. Lindsay will continue investing in safety through its annual fleet renewal plan, increasing
road monitoring and compliance resources and utilising technology to deliver positive safety outcomes.
.
Reported and underlying results
Operating Revenue
EBITDA
Depreciation & Amortisation
EBIT
2023
$’000
2022 % Change
$’000
676,245
553,070
101,294
72,781
(42,833)
(38,614)
58,461
34,167
22.3%
39.2%
10.9%
71.1%
36.8%
79.4%
79.0%
79.5%
50.2%
95.2%
Finance Costs (net of bank interest received)
(9,064)
(6,626)
Reported Net Profit Before Tax
Income Tax
Reported Net Profit After Tax
Underlying EBITDA
Underlying Net Profit Before Tax
49,397
27,541
(14,880)
(8,311)
34,517
90,251
52,256
19,230
60,075
26,770
Lindsay Australia Limited | Annual Report 2023 | 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
2023
$’000
2022 % Change
$’000
513,276
396,327
162,969
156,743
676,245
553,070
29.5%
4.0%
22.3%
2023
$’000
2022 % Change
$’000
71,308
72,347
40,485
41,031
76.1%
76.3%
9,674
9,693
10,669
10,711
(9.3%)
(9.5%)
Transport’s revenues grew 29.5% to $513.28 million, following unprecedented demand in road and rail services,
accelerated by industry consolidation and high fuel levy recoveries due to increased diesel prices. Execution of the
division’s strategy to expand rail, maintain and invest in road assets, and improve our underlying core business,
combined with geographical diversification, laid the foundations for the Transport division to meet the surge in demand
following the exit of a key competitor. As a result, Transport delivered underlying segment profit before tax contributions
of $72.35 million, an increase of 76.3% on the prior period.
Transport’s growth continues to be supported by investment in new road and rail equipment which totalled $40m for the
reporting period. This investment included the rollout of larger road combinations, which will continue to drive utilisation
and support increasing customer demand. The Group also acquired a large parcel of used assets from a major
competitor, which ceased operations in the second half of the year for an additional $23 million. This acquisition
included 44 prime movers and 350 used containers and other rail assets which have empowered the Group to meet our
customers’ ongoing logistical challenges and needs. Ongoing investment in the Transport division remains a key focus
for the Group to ensure we maintain our first-class, safe and reliable fleet and can continue to perform our role as an
essential service provider and a key player in securing food security for Australia.
Rail continues to be a key pillar of growth for Transport, delivering revenues of $102.8 million, an increase of $25.3
million despite disruption from a major rail outage over several months. The revenue growth was driven by additional rail
capacity and higher volumes from existing and new customers. During the year, Transport expanded its rail fleet with 35
new refrigerated rail containers in the first quarter, further bolstered by the aforementioned acquisition of 350 second-
hand containers in quarter four.
The Group will continue to renew its road fleet in line with the replacement plan, which remains a key pillar to the
ongoing success of the Transport segment. This plan will ensure the fleet remains first in class while delivering
efficiency and safety across Lindsay Australia’s network. In FY2024, the Group will continue to invest in growth in the
road fleet, acquiring new larger trailer combinations to improve operational performance. FY2024 will see a renewal
program commence after obtaining the used containers in FY2023.
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
12
Rural Segment
The Rural division’s external revenue grew by 4.0% to $162.97 million, achieved through an expanded branch footprint
and a focus on increasing its dedicated sales team in new and established horticulture regions. The division confronted
challenges this year, including inventory shifts, global price volatility, inflationary impacts and steep freight costs,
affecting annual earnings. Positively, Rural’s diversified product mix and strong market position were able to mitigate the
impact of some of these headwinds, with underlying segment profit before tax reducing only by $1.02 million or 9.5%.
Rural continues to drive value across the Group, providing strong returns on capital for the limited investment required
and generating value for the broader group through Lindsay Australia’s end-to-end service offering. The division will
continue to focus on high-growth horticulture regions and expanding its footprint. This is highlighted by the
announcement in July 2023 that the Group executed a binding agreement to acquire leading rural merchandise
company W.B. Hunter Pty Ltd, a major retailer operating 8 branches spanning Victoria and New South Wales, for an
enterprise value of ~$34.6m. The acquisition is expected to deliver high single digit accretion pre-synergies in pro forma
FY2024 earnings per share.
Divisional Investment
The Group focused its capital expenditure (capex) in FY2023 on delivering long-term growth:
•
•
•
•
ESG: Solar project completed in Q4 / Edge Impact engagement to deliver Group’s first sustainability report
in 1H2024
RAIL: $4.2m invested in new refrigerated containers and the addition of 350 used containers
ROAD: $40m investment in new trucks, trailers and road equipment, expanding the Group’s operational
capacity coupled with fleet renewals which allow for safety upgrades and efficiency improvements; and
FACILITIES: Bundaberg land purchase / Melbourne fitout well progressed / Mackay expanding cold chain
Corporate Update
Safety, People, Culture
During the financial year, the Group employed 1,592 full-time equivalent employees (FTEs), an increase of 98 FTEs
from FY2022.
Division
Corporate
Rural
Transport
Total FTE
2023
82
123
1,387
1,592
2022
Change
%
70
117
1,307
1,494
12
6
80
98
17.1%
5.1%
6.1%
6.6%
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 ALWAYS: 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
Lindsay Australia Limited | Annual Report 2023 | 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 seasonal horticulture production risks;
Expanding service range to meet changing customer needs; and
Investing in technology to deliver safety outcomes.
Transport division
•
•
•
•
•
Rail fleet utilisation to support new freight lanes and customer additions;
Road fleet renewal to deliver a modern fleet with latest safety features;
Investment in road fleet for larger combinations with increased load capacity;
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.
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
14
Risk Management:
Increased input costs, labour, cyber security, rising interest rates, volatile fuel pricing, credit management and climate
change have been identified as the most significant risks being managed by the Group. These risks were present
throughout the year and are expected to persist in future financial years.
In the 2023 financial year, the Group has concentrated on refining its existing risk framework to build a more robust
framework to meet the ISO 31000:2018 standards. The Group reviews all risks periodically and continuously evaluates
its risk environment to proactively identify, measure, monitor and mitigate all significant risks. This is generally achieved
by strengthening its control environment. All the key controls are tested periodically to ensure the associated risks are
mitigated to the maximum possible extent. The risks mentioned above have been identified as significant as they could
impact the group’s ability to deliver its financial plan.
•
•
•
•
•
•
•
•
Increased input costs – Given the recent changes in economic conditions, including inflationary pressures, the
Group has witnessed increased costs across most of its outgoings. Significant cost increases affect a wide
range of operations including but not limited to property costs, labour force, fleet (purchase and maintenance)
and transport costs. Increased input costs are reviewed regularly and form the basis of customer pricing reviews
which are typically conducted annually.
Labour force management – Sourcing labour in some operational regions remains a risk to the transport
industry, which has witnessed a shortage of suitable and qualified resources, impacting seamless supply chain
management. The Group proactively manages labour force shortages through subcontracting and engaging
with several recruitment and labour-hire providers and aims to be an employer of choice by providing a positive,
safe working environment and continuing to invest in compliance, facilities, assets and technology. Labour costs
are largely subject to award rates and enterprise agreements. A tightening market will put upward pressure on
labour rates. Labour is a major component in transport operations and as such are reviewed regularly and
factored into customer pricing reviews.
Cyber security – A cyber breach potentially impacts the Groups’ ability to efficiently service its customers, with
the risk of financial and reputational damage. The Group mitigates this risk by adopting state-of-the-art
technologies. The Group has implemented IT security measures, including multifactor authentication, password
management, firewalls, phishing identification, and cloud-hosted solutions. The Group conducts annual
penetration testing of its network to identify deficiencies and educates its workforce on changing IT environment
risks through its dedicated training modules.
Interest rate movements – The Group actively monitors interest rate fluctuations to assess its position to
manage its interest bearing liabilities. The Group typically fixes equipment finance interest rates when new
equipment is delivered and funded to minimise exposure to interest rate fluctuations. These funding terms range
from 3 to 5 years to provide certainty around future funding costs. At 30 June 2023, 71.1% of the
Group's borrowings were on fixed interest rates.
Fuel pricing volatility – The Group has witnessed ongoing fluctuations in fuel pricing, which may impact
revenue and profits. The Group looks to manage fluctuating fuel prices through a fuel levy, a rise and fall
mechanism that moves in line with national diesel prices, which is then charged to customers. The Group has a
dedicated team that calculates the fuel levy monthly in line with market changes. These calculations are
published on the Group website and included in customer rates.
Customer credit management – The Group provides credit facilities to its customers for services provided and
sales; non-payment could impact cash flows and increase debt collection costs or recognition of bad or doubtful
debts. The Group has a dedicated credit management team and credit approval processes to mitigate credit
risk. The team actively monitors credit limits and ensures the collection of funds in a timely manner. Large
accounts with more than $50,000 balance are provided to the Board on a monthly basis.
Climate change – Climate change impacts, such as increasing severe weather events such as drought, fire
and flood, may impact performance. The adverse effects of climatic-related events may include reducing the
amount of horticultural or agricultural produce that requires transport and logistics-related services and or
damage or outage of transport-related infrastructure, including road and rail. The Group considers climate-
related factors in commissioning capital towards property and other investments and has a business continuity
plan to assist in addressing natural weather events.
Funding and dividends – The Board continually evaluates dividend payouts to ensure sufficient funds to
sustain and grow the business while considering shareholder interest. Total dividends paid and recommended
for 2023 total 4.9 cents per share (1.9 cents interim paid and 3.0 cents final recommended), representing a
FY2023 after-tax payout ratio of 43%. Strict capital management ensures sufficient funds are retained as a
priority to ensure the Group operations has sufficient resources available to sustain the existing business.
Excess funds may be allocated to growth initiatives or returned to shareholders via dividend distributions.
Lindsay Australia Limited | Annual Report 2023 | Directors’ Report
15
Remuneration Report (Audited)
The Remuneration Report details the nature and amount of remuneration for non-executive directors, the executive director and other
executive 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 Executive Management Personnel
Other Transactions with Key Management Personnel
Share-Based Compensation
Equity Holdings of Key Management Personnel
Loans to Key Management Personnel
Additional Information
17
23
23
24
24
25
25
26
Lindsay Australia Limited | Annual Report 2023 | Remuneration Report (Audited)
16
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 2023 financial year, remuneration
consultants were engaged to provide services to the Group, including executive leadership assessments, job evaluations and profiling,
benchmarking executive remuneration. The fees paid for these services were $59,272 (2022: $53,858).
Voting and comments made at the Group’s 2022 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 2022 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 2023 | Remuneration Report (Audited)
17
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 Annual General Meeting held on 04 November 2022 where
shareholders approved an aggregate remuneration of $600,000 per year. The actual amount paid including statutory superannuation
during the financial year ended 30 June 2023 was $404,956 (2022: $283,889).
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. The directors receive a base fee per annum. In addition to the base fee, if a director holds a Committee Chair
role, they will also be entitled to an additional $10,000 fee per annum. Other than a Committee Chair role, no additional remuneration is
paid for board committee membership.
Non-executive director personnel
The table below lists th non-executive directors of Lindsay Australia Limited during the financial year:
Name
Position
Appointment 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
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 2023 | Remuneration Report (Audited)
18
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 2023 and
30 June 2022 are set out in the below table.
Short-term
benefits
Long-term
benefits
Post-employment
benefits
Share-based
payments
Total
Performance
related
Salary
and fees
$
Cash
Bonus
$
Non-monetary
benefits
$
Long service
leave
$
Superannuation
Options
$
$
$
Non-executive directors
I M Williams (Chair)
2023
2022
R L Green
2023
2022
M R Stubbs
2023
2022
S P Cantwell
2023
2022
110,406
70,471
85,317
63,278
85,317
52,853
87,799
34,912
-
-
-
-
-
-
-
-
A R Kelly (resigned 5 November 2021)
2023
2022
-
22,305
-
-
R A Anderson (resigned 31 August 2021)
2023
2022
Sub-Total
2023
Sub-Total
2022
-
14,224
368,839
258,043
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11,490
7,079
8,881
6,331
8,881
5,285
6,865
3,491
-
2,233
-
1,427
36,117
25,846
-
-
-
-
-
-
-
-
-
-
-
-
-
-
121,896
77,550
94,198
69,609
94,198
58,138
94,664
38,403
-
24,538
-
15,651
404,956
283,889
%
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
Lindsay Australia Limited | Annual Report 2023 | Remuneration Report (Audited)
19
Executive director and other executive management personnel remuneration
Objective
The Group aims to reward executive 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 executive management personnel with shareholders; and
Ensure total remuneration is market competitive.
Executive 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 2023 and 2022 financial years:
Name
M K Lindsay
J T Green
B T Jones
C R Baker
Position
Term as KMP
Managing Director and Chief Executive Officer
Retired 23 June 2023
Chief Financial Officer and Company Secretary
Group Legal Counsel and Company Secretary
Chief Operating Officer (i)
Full financial year
Full financial year
Full financial year
(i)
C R Baker was appointed Interim Chief Executive Officer from 23 June 2023
New Chief Executive Officer appointment
Following M K Lindsay’s retirement on 23 June 2023, C R Baker was appointed as Interim Chief Executive Officer. Following the end
of the financial year, C J McDonald commenced on the 17 July 2023 as Chief Executive Officer.
Key terms of new Chief Executive Officer employment agreement:
•
•
•
•
•
•
•
Effective: 17 July 2023.
Fixed Annual Remuneration (FAR): $830,000 per annum (including superannuation).
Short term incentives (STI): possible STI in a range from 0% up to 50% (target) to 100% (maximum) of FAR based on
achievement of agreed key performance indicators and relevant targets determined by the board.
Long term incentive (LTI): possible LTI in a range from 0% to 50% (target) to 100% (maximum) of FAR based on achievement
of relevant key performance indicators and targets determined by the board over defined periods.
Sign-on benefits: to be provided as one-off sign on payments in lieu of STIs and LTIs being forgone and subject to service or
vesting requirements:
$434,000 cash payment over the initial 12 months of service;
a.
b. A number of zero priced options equal to the value of $437,500 to be determined by a VWAP calculation method
vesting in October 2023 and October 2024; and
c. A number of zero priced options equal to the value of $699,000 to be determined by a VWAP calculation method
vesting in October 2026.
Ancillary items: The employment agreement provides for usual ancillary items in addition to remuneration, being phone, laptop
and car allowance ($20,000).
Termination: Other than for serious misconduct, either party may terminate the employment agreement by giving 6 months’
notice
Lindsay Australia Limited | Annual Report 2023 | Remuneration Report (Audited)
20
Structure
The executive 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)
Cash 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 other
benefits such as motor vehicles and expense payments. 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 executive 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 executive management
personnel rewards with overall shareholder value creation.
Short-term incentive – Chief Executive Officer – M K Lindsay (Retired 23 June 2023)
During the 2017 financial year, an employment agreement was entered into with the CEO, M K Lindsay. The agreement provided 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 executive 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
FY2023, M K Lindsay achieved STI cash bonus, inclusive of superannuation of $510,000 (FY2022: $430,000). For the STI paid in
FY2022, $80,000 (inclusive of superannuation) related to the FY2021 financial year that was previously deferred.
Fixed Remuneration
$
Maximum STI
$
STI Awarded (i)
$
STI Awarded
%
STI Forfeited
%
M K Lindsay - Managing Director & Chief Executive Officer
2023
2022
(i)
878,275
849,288
526,965
509,573
510,000
430,000
97%
84%
3%
16%
The STI payments detailed above includes superannuation. The STI payments represent both amounts paid or payable
at the end of the financial year. At 30 June 2023, there were no STI amounts payable to M K Lindsay (30 June 2022:
$350,000 including superannuation). The cash bonus and superannuation amounts are consolidated in the table above.
The $430,000 STI awarded in FY2022 includes $80,000 payment that was deferred from FY2021.
Lindsay Australia Limited | Annual Report 2023 | Remuneration Report (Audited)
21
Short-term incentive – Chief Operating Officer / Chief Financial Officer
During the 2023 financial year, the COO, C R Baker and CFO J T Green were entitled to receive a maximum STI of $150,000 inclusive
of superannuation (2022: $100,000 inclusive of superannuation). The STIs earned and paid are measured against the delivery of
strategic objectives, including:
a)
b)
c)
Safety outcomes and improvements;
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 the Group’s safety focus and 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
2023
2022
J T Green – Chief Financial Officer
2023
2022
476,719
463,300
376,600
372,000
150,000
100,000
150,000
100,000
150,000
100,000
150,000
100,000
100%
100%
100%
100%
0%
0%
0%
0%
Long term incentives (LTI)
Executive management personnel are eligible to participate in the Long Term Incentive (Option) Plan (LTIP) that was approved by
shareholders at the 2022 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.
2023 Financial Year
Share Options Granted To
Share Options Granted
Valuation of shares with EPS target at grant date
Valuation of shares with TSR target at grant date
Grant Date
Vesting Period
3 Year Aggregate EPS Target
FY2023
C R Baker
200,000
$0.6054
$0.3600
December 2022
30 June 2025
$0.213 per share
3 Year Total Shareholder Return Target
30%
2022 Financial Year
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
FY2023
J T Green
200,000
$0.6054
$0.3600
December 2022
30 June 2025
$0.213 per share
30%
FY2022
J T Green
200,000
$0.3219
October 2021
30 June 2024
3 Year Aggregate EPS Target
$0.12 cents per share
$0.12 cents per share
3 Year Total Shareholder Return Target
30%
30%
Lindsay Australia Limited | Annual Report 2023 | Remuneration Report (Audited)
22
B. Service Agreements
The Group’s policy in operation during the 2023 financial year is that service contracts for the Chief Executive Officer (CEO) and other
executive 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
Employee
Notice Period
Chief Executive Officer (Retired 23 June 2023)
M K Lindsay
Chief Financial Officer
Group Legal Counsel
Chief Operating Officer
J T Green
B T Jones
C R Baker
12 months
12 months
1 month
12 months
Executive 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.
C. Details of Remuneration Paid to Executive 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 executive management personnel. Amounts disclosed
for cash salary, fees and superannuation include amounts paid or payable at the end of the year. 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)
Termination
payment on
Total Performance
related
Salary
and fees
$
Cash
Bonus
$
Non-
monetary
benefits
$
Long
service
leave
$
Superannuation
Options
Retirement(c)
$
$
$
$
%
Executive director and other executive management personnel
M K Lindsay – Managing Director & Chief Executive Officer – Retired 23 June 2023
2023
2022
880,074
510,000
27,749
22,406
845,385
391,000(b) 12,110
12,564
J T Green – Chief Financial Officer & Company Secretary
2023
2022
358,316
150,000
5,435
8,872
342,177
110,909
4,732
18,738
B T Jones – Group Legal Counsel & Company Secretary
2023
2022
306,887
290,178
20,000
20,000
-
-
7,483
10,795
C R Baker – Chief Operating Officer
2023
2022
452,350
150,000
6,616
9,744
468,838
90,909
4,174
26,694
27,500
48,706
27,500
36,306
27,500
27,624
27,500
35,254
-
894,400 2,362,129
61,958
- 1,371,723
42,121
21,463
5,164
-
42,121
21,463
-
-
-
592,244
534,325
367,034
- 348,597
-
-
688,331
647,332
Sub-total 2023 1,997,627
830,000
39,800
48,505
110,000
89,406
894,400 4,009,738
Sub-total 2022 1,946,578
612,818
21,016
68,791
147,890
104,884
- 2,901,977
(a)
(b)
(c)
Share-based payments are the probable number of 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.
In lieu of share options being issued in the 2021, 2022 and 2023 financial years and in lieu of notice on resignation, M K Lindsay received a
retirement cash settlement of $894,400. The settlement is paid in two tranches. The first tranche of $531k was paid on the 28 June 2023.
The second tranche of $363k is due to be paid on the 26 June 2024 subject to certain post-employment conditions being met.
22
33
32
25
7
6
28
17
23
25
Lindsay Australia Limited | Annual Report 2023 | Remuneration Report (Audited)
23
D. Other Transactions with Key Management Personnel
There were no other related party transactions with Key Management Personnel in the 2023 Financial Year.
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 below grants of options are performance related to provide long-term incentives.
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 2019 400,000
October 2021 400,000
December 2022 225,000
December 2022 225,000
30.70
32.19
36.00
60.53
Oct-22
Oct-26
Sep-24
Sep-25
Jun-25
Jun-25
Jun-26
Jun-26
Nil
Nil
Nil
Nil
Performance hurdles for new options issued
30
June
2023
400,000
-
-
-
Vested
Exercised
30 June
2023
Balance
400,000
400,000
225,000
225,000
-
-
-
-
225,000 share options issued in December 2022 include a Total Shareholder Return (TSR) performance target. TSR target for the
period 01 July 2022 to 30 June 2025 is over 30%. The TSR target includes both income (dividends) and capital growth. The TSR target
is based off the 30 June 2022 Lindsay Australia Limited share price of $0.41.
225,000 share options issued in December 2022 include an Earnings Per Share (EPS) target. Cumulative EPS target of $0.213 for the
period 01 July 2022 to 30 June 2025. EPS target is based on underlying results, adjusted for one-off or non-recurring events.
Option details
Detail of options over ordinary shares in the company provided as remuneration to each director and executive management personnel
of Lindsay Australia Limited and related entities at 30 June 2023 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 2019)
C R Baker (October 2021)
C R Baker (December 2022)
J T Green (October 2021)
J T Green (December 2022)
B T Jones (December 2022)
400,000
200,000
200,000
200,000
200,000
50,000
122,855
400,000
64,389
96,541
64,389
96,541
24,135
-
-
-
-
-
-
-
-
-
-
-
(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 2023 | Remuneration Report (Audited)
24
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 issued to
executive management personnel during the 2023 financial year are as follows.
Name
Balance
30 June 2022
Granted during
year
Vested and
exercisable
during year
Exercised
Forfeited
Balance
30 June 2023
Unvested
Vested
M K Lindsay
400,000
C R Baker
200,000
J T Green
200,000
B T Jones
-
-
-
-
-
-
400,000
200,000
200,000
50,000
-
-
-
-
-
-
-
-
-
-
-
Unvested
Vested
-
400,000
400,000
400,000
50,000
-
-
-
No shares were issued in the 2023 financial year pursuant to the exercise of share options. In the 2022 financial year, 800,000 shares
were issued in Lindsay Australia Limited to M K Lindsay pursuant to the exercise of share options.
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 2022
Upon
resignation
Shares issued
on exercise of
share options
Net change
other
Balance at
30 June 2023
Directors of Lindsay Australia Limited
M K Lindsay (Retired 23 June 2023)
13,012,487
(12,668,218)
I M Williams
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
-
280,000
-
-
-
31,632
72,568
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(344,269)
-
-
-
-
-
-
3,816
-
-
280,000
-
-
-
31,632
76,384
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 2023 | Remuneration Report (Audited)
25
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
$
2019
2020
2021
2022
2023
2,484,462
2,681,842
2,453,607
3,185,866
4,414,694
EPS
¢
3.0
1.8
0.4
6.4
11.4
Dividends
¢
Share Price
¢
2.1
1.5
1.7
3.2
4.9
34.5
35.0
37.5
41.0
114.0
This report is made in accordance with a resolution of the directors.
Ian M Williams
Chair of Directors
Brisbane, Queensland
28 August 2023
Lindsay Australia Limited | Annual Report 2023 | Remuneration Report (Audited)
26
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 2023, 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
JASON EVANS
Partner
Brisbane, Queensland
28 August 2023
Lindsay Australia Limited | Annual Report 2023 | Auditor’s Independence Declaration
27
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
Inventories
1. Significant Accounting Policies
2.
Financial Risk Management
3. Critical Accounting Estimates & Judgements
4. Revenues
5. Other Income
6. Expenses
7.
Income Tax
8.
Franking Credits / Dividends
9. Cash and Cash Equivalents
10. Trade and Other Receivables
11.
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
17.
Intangible Assets
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
31
32
33
34
35
35
42
45
46
46
47
48
49
50
50
51
51
52
53
54
55
55
57
57
58
58
59
59
60
60
61
61
61
62
62
66
67
69
69
69
70
70
72
73
77
88
Lindsay Australia Limited | Annual Report 2023 | Consolidated Financial Statements
29
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 28 August 2023. The directors have the power to amend and
reissue the financial statements.
Lindsay Australia Limited | Annual Report 2023 | Consolidated Financial Statements
30
Lindsay Australia Limited
Consolidated Statement of Profit and Loss and
Other Comprehensive Income
for the year ended 30 June 2023
Revenue
Other income
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
2023
$’000
2022
$’000
4
5
6
6
6
6
6
6
7
25
Note
27
27
676,245
553,070
6,495
4,589
(3,890)
5,380
(130,072)
(134,162)
(144,934)
(127,814)
(160,885)
(111,852)
(42,833)
(38,614)
(91,799)
(75,744)
(9,837)
(2,247)
(2,023)
(265)
(633)
(6,626)
(1,502)
(1,837)
(141)
-
(43,925)
(37,206)
49,397
27,541
(14,880)
(8,311)
34,517
19,230
-
34,517
Cents
11.4
11.4
-
19,230
Cents
6.4
6.4
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 2023 | Consolidated Financial Statements
31
Lindsay Australia Limited
Lindsay Australia Limited
Consolidated Statement of Financial Position
for the year ended 30 June 2023
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Prepayments
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
2023
$’000
2022
$’000
9
10
11
12
13
14
17
18
19
15
21
22
19
15
20
21
22
23
24
25
51,973
107,591
18,064
7,802
29,041
90,264
22,611
5,489
185,430
147,405
25
25
91,443
67,581
202,192
187,986
8,708
8,425
302,368
264,017
487,798
411,422
68,811
3,696
42,100
12,881
6,591
60,365
9,276
42,873
12,510
6,146
134,079
131,170
42,220
22,782
146,020
131,032
28,299
13,517
2,065
7,743
1,735
8,271
226,347
177,337
360,426
308,507
127,372
102,915
75,427
74,397
788
689
51,157
27,829
127,372
102,915
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Lindsay Australia Limited | Annual Report 2023 | Consolidated Financial Statements
32
Consolidated Statement of Changes in Equity
for the year ended 30 June 2023
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
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 2023
8
24
24
8
24
Note Contributed
equity
Share-based
payments
reserve
$’000
Retained
earnings
Total
equity
$’000
14,312
19,230
-
19,230
(5,713)
-
-
27,829
34,517
-
$’000
88,877
19,230
-
19,230
(5,297)
105
-
102,915
34,517
-
34,517
34,517
856
-
-
-
-
105
(272)
689
-
-
-
-
(11,189)
(10,159)
99
788
-
99
51,157
127,372
$’000
73,709
-
-
-
416
-
272
74,397
-
-
-
1,030
-
75,427
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Lindsay Australia Limited | Annual Report 2023 | Consolidated Financial Statements
33
Lindsay Australia Limited
Consolidated Statement of Cash Flows
for the year ended 30 June 2023
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
9
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Note
2023
$’000
2022
$’000
734,116
581,375
(639,682)
(535,049)
1,141
(100)
-
(9,472)
86,003
289
-
668
(7,652)
39,631
26
2,418
3,161
(35,732)
(13,704)
(793)
(99)
(34,107)
(10,642)
28,774
(9,703)
(9,335)
(288)
20,099
(5,519)
(8,117)
(488)
(28,253)
(28,221)
(10,159)
(5,296)
(28,964)
(27,542)
22,932
29,041
51,973
1,447
27,594
29,041
Lindsay Australia Limited | Annual Report 2023 | Consolidated Financial Statements
34
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 2023 on 28 August 2023.
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 are not expected to have a
material impact on the financial statements of the Group.
The Group has applied all new accounting standards with effect from 1 July 2022, however none of the new standards had 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 2022.
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 2023 | Notes to the Consolidated Financial Statements
35
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 2023. 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 Revenue from 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 2023 | Notes to the Consolidated Financial Statements
36
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 and tax consolidation
The income tax expense or benefit 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.
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.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
37
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 pay ments 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.
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.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
38
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.
The marketable equity securities 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.
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(o)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
39
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. Go odwill 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
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.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
40
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 ordinary
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
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.
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 2023 | Notes to the Consolidated Financial Statements
41
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 significa nt 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
2023
$’000
2022
$’000
9
10
12
18
19
15
51,973
29,041
107,591
90,264
25
25
159,589
119,330
68,811
46,060
60,365
32,284
188,158
174,191
303,029
266,840
(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 $144,000 (2022: $226,000) and at amortised cost.
(e) The carrying amount of lease liabilities excludes offsetting of fair value gain of $38,000 (2022: $286,000) 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 FY2023 accounted for 0.1% (2022: 0.1%) of Group
revenue.
In FY2023 the Group purchased approximately $6.8 million (5.2%) (2022: $7.7 million (5.1%)) 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 2023 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 2023 and 30 June 2022 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 2023 and 2022
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 2023 is 28.9%
(2022: 25.2%). 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 2023 | Notes to the Consolidated Financial Statements
42
Weighted Average Interest Rate
Cash and cash equivalents
Borrowings
Bank and other loans (i)
2023
%
2022
%
2023
$’000
2022
$’000
3.02%
0.00%
51,973
29,041
7.02%
4.19%
46,060
32,284
(i)
The carrying amount of borrowings disclosed excludes offsetting borrowing costs of $144,000 (2022: $226,000).
At 30 June 2023, 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 $41,000 lower/higher (2022 – change of 1%: $23,000 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 2023 the largest ten debtors comprised approximately 35% (2022: 39%) of total trade debtors (the largest individual debtor
comprised 8.3% (2022: 10.0%) 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 59% (2022: 53%).
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
2023
$’000
2022
$’000
30,000
13,500
80
10,000
15,500
80
12,561
10,784
162,439
119,216
(20,000)
(13,500)
(12,560)
(113,146)
(6,000)
(15,500)
(10,784)
(95,789)
59,374
27,507
(a)
(b)
The carrying amount of borrowings disclosed excludes offsetting of borrowing costs of $144,000 (2022: $226,000).
The carrying amount of equipment finance lease liabilities excludes offsetting of a fair value gain of $38,000 (2022: $286,000).
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
43
Bank loan - variable finance facility
The variable finance facility was renegotiated in March 2023 and extended to March 2025 unless the lender demands repayment in
accordance with the facility agreement. The available facility limit was also increased for $10 million to $30 million. 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 for other requirements of the Group. The facility is drawn upon and repaid as per the Groups funding requirements. The facility is
subject to annual review.
Bank loans - corporate finance facility
The corporate finance facility is 5 years in tenure and due in March 2025. The facility is repayable by $500,000 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 2023, $6,680,000 (30 June 2022: $10,126,000) 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 2022
Trade payables
Borrowings (a)
Equipment finance leases (b)
Equipment loans – variable
Lease liabilities – properties/other
Total
At 30 June 2023
Trade payables
Borrowings (a)
Equipment finance leases (b)
Equipment loans – variable
Lease liabilities – properties/other
Within
1 year
$’000
Between
1 and 2
years
$’000
Between
2 and 5
years
$’000
Greater
than 5
years
$’000
Total
contractual
cash flows
$’000
Carrying
Amount
liabilities
$’000
60,365
8,784
-
-
2,627
11,908
36,385
24,407
40,477
1,716
1,716
8,338
-
-
-
-
60,365
23,319
101,269
11,770
60,365
21,500
95,789
10,784
12,125
11,334
27,804
44,882
96,145
78,402
119,375
40,084
88,527
44,882
292,868
266,840
68,811
4,390
-
-
4,250
31,076
36,950
37,189
50,160
2,613
2,609
9,500
-
-
-
-
12,623
11,494
29,651
36,574
68,811
39,716
68,811
33,500
124,299
113,146
14,722
90,342
12,560
75,012
125,387
55,542
120,387
36,574
337,890
303,029
Total
(a)
(b)
g.
The carrying amount of borrowings disclosed excludes offsetting of borrowing costs of $144,000 (2022: $226,000).
The carrying amount of equipment finance lease liabilities excludes offsetting of a fair value gain of $38,000 (2022: $286,000).
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 2023 | Notes to the Consolidated Financial Statements
44
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 losses
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.
Share-based payments
The Group provides benefits to employees (including executive management personnel) in the form of share-based payment
incentives. Options over shares in Lindsay Australia Limited (ASX: LAU) may be granted under the Long Term Incentive (Option) Plan
(LTIP). The LTIP is structured for reward for length of service and is variable depending upon cumulative annual performance targets.
The Group makes estimates and assumptions in determining the fair value of the share options granted.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
45
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.
2023
Revenues
Horticulture
Commercial
Revenue from contracts with customers
Other revenue (refer note 5)
Total revenue
2022
Revenues
Horticulture
Commercial
Revenue from contracts with customers
Other revenue (refer note 5)
Total revenue
5. Other Income
2023
Insurance & other recoveries
Rents and sub-lease rentals
Interest revenue – other
Interest revenue – bank
Warehouse income
Sundry/other Income
Total other revenue/income
2022
Insurance & other recoveries
Rents and sub-lease rentals
Interest revenue - other
Warehouse income
Sundry/other Income
Total other revenue/income
Transport
$’000
Rural
$’000
Corp
$’000
Group
$’000
233,254
162,969
-
396,223
280,022
-
-
280,022
513,276
162,969
-
676,245
3,144
754
1,824
5,722
516,420
163,723
1,824
681,697
Transport
$’000
Rural
$’000
Corp
$’000
Group
$’000
189,817
156,743
-
346,560
206,510
-
-
206,510
396,327
156,743
-
553,070
2,723
774
1,092
4,589
399,050
157,517
1,092
557,659
Transport
$’000
27
201
-
-
1,300
1,616
3,144
Rural
$’000
2
11
-
-
-
741
754
Corp
$’000
Group
$’000
1,139
1,168
9
369
-
221
369
773
-
1,300
307
2,664
1,824
6,495
Transport
$’000
Rural
$’000
Corp
$’000
Group
$’000
266
142
-
1,247
1,068
2,723
-
761
1,027
12
-
-
762
774
9
290
163
290
-
1,247
32
1,092
1,862
4,589
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
46
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
Other wage expenses
Total employee benefits expense
Finance costs
Amortisation of fair value gain on recognition of lease liabilities
Finance costs on interest bearing liabilities
Finance costs on general interest charges (a)
Finance costs on equipment loans
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
2023
$’000
2022
$’000
133,962
128,782
204
299
1,520
2,023
439
272
1,126
1,837
130,890
116,549
9,864
4,180
8,399
2,866
144,934
127,814
248
1,902
248
1,399
-
(1,546)
703
3,786
63
3,135
9,837
250
9,342
1,905
126
3,026
64
3,309
6,626
410
8,400
1,731
30,814
27,447
18
504
257
369
42,833
38,614
93,003
(1,204)
91,799
290
(25)
265
22
(143)
77,610
(1,866)
75,744
151
(10)
141
261
(103)
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). Since the end of the 2023 financial year, the ATO has issued a
further revised assessment notice, resulting in a further reduction of $1.20m.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
47
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% (2022: 30%)
Tax effects of amounts which are not deductible (taxable) in calculating taxable income:
Non-deductible expenses
Income tax expense
Tax losses
2023
$’000
98
14,782
14,880
3,093
11,689
14,782
49,397
14,819
61
14,880
2022
$’000
-
8,311
8,311
612
7,699
8,311
27,541
8,262
49
8,311
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 2023 | Notes to the Consolidated Financial Statements
48
8. Franking Credits / Dividends
Franking credits
Franking credits available for subsequent financial years based on a tax rate of 30%
(2022: 30%)
2023
$’000
2022
$’000
-
(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.
On 07 August 2023, the Group settled the acquisition of W.B Hunter Pty Limited (Hunters). On completion, Hunters joined the
Lindsay Australia Limited income tax consolidated group. On completion Hunters have an approximate franking account surplus of
$8.1m.
The impact on the franking account of the dividend recommended by the directors since year end, but not recognised as a liability at
year end, will be approximately $3,975,000 (2022 – nil impact).
Dividends paid
Interim dividend for the year ended 30 June 2023 of 1.9 cents per share unfranked paid in full on
14 April 2023 (2022: 1.4 cent per share unfranked paid in full on 08 April 2022).
5,753
4,212
Interim dividends paid in cash or satisfied by the issue of shares under the dividend re-investment
plan during the years ended 30 June 2023 and 2022 were as follows:
• Paid in cash
• Satisfied by issue of shares
Final dividend for the year ended 30 June 2022 of 1.8 cents per share unfranked paid on
07 October 2022 (2022 – 0.5 cents per share fully unfranked paid in full on 08 October 2021).
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 2023 and 2022 were as follows:
• Paid in cash
• Satisfied by issue of shares
Dividends not recognised at year end
5,180
573
5,753
5,436
4,979
457
5,436
3,899
313
4,212
1,501
1,398
103
1,501
In addition to the above dividends, since year end the board of directors have recommended the
payment of a final fully franked dividend of 3.0 cents per share (2022: 1.8 cents per share
unfranked paid in full on 07 October 2022).
9,297
5,436
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
49
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
2023
$’000
2022
$’000
51,973
29,041
51,973
51,973
29,041
29,041
2023
$’000
2022
$’000
99,556
(455)
99,101
965
352
7,173
107,591
82,817
(180)
82,637
188
391
7,048
90,264
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 consolidated 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 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
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 2023
$’000
1,326
151
(1,297)
180
290
(15)
455
(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 2023 | Notes to the Consolidated Financial Statements
50
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 $501,000 inclusive of GST of
$46,000 (2022: $198,000 inclusive of GST of $18,000). 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:
2023
Trade Receivables
2023
Impairment allowance
2022
Trade Receivables
2022
Impairment allowance
$’000
68,781
20,633
3,484
6,658
99,556
$’000
(35)
(17)
(22)
(427)
(501)
$’000
65,678
12,613
2,864
1,662
82,817
$’000
(30)
(15)
(13)
(140)
(198)
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
2023
$’000
4,046
14,649
18,695
(631)
18,064
2022
$’000
4,703
18,561
23,264
(653)
22,611
2023
$’000
25
2022
$’000
25
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
51
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 property, plant and equipment
Movements in carrying amounts
Movements in the carrying amounts for each class of property, plant and equipment are shown below.
2023
$’000
2022
$’000
8,798
16,749
(2,998)
22,549
25,296
(9,652)
15,644
38,193
153,654
(100,404)
53,250
91,443
7,034
16,749
(2,748)
21,035
25,296
(7,747)
17,549
38,584
123,793
(94,796)
28,997
67,581
Freehold
Land
Buildings
Leasehold
Improvements
Plant &
Equipment
Total
Carrying amount at 30 June 2021
Additions
Disposals
Transfers – right-of-use assets
Depreciation
$’000
7,034
-
-
-
-
$’000
$’000
13,696
19,172
715
108
-
-
-
-
(410)
(1,731)
$’000
25,026
12,880
(1,842)
1,333
(8,400)
$’000
64,928
13,703
(1,842)
1,333
(10,541)
Carrying amount at 30 June 2022
7,034
14,001
17,549
28,997
67,581
Additions
Disposals
Transfers – right-of-use assets
Depreciation
1,764
-
-
-
-
-
-
-
-
-
33,968
35,732
(405)
32
(405)
32
(250)
(1,905)
(9,342)
(11,497)
Carrying amount at 30 June 2023
8,798
13,751
15,644
53,250
91,443
Assets pledged as security. Refer to Note 19 for information on assets pledged as security.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
52
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 2021
Additions/modifications
Disposals
Transfers – plant and equipment
Depreciation
Carrying amount 30 June 2022
Additions/modifications
Disposals
Transfers – plant and equipment
Depreciation
Carrying amount 30 June 2023
2023
$’000
2022
$’000
109,785
103,784
(46,236)
(36,667)
63,549
67,117
2,267
(1,003)
1,264
2,987
(839)
2,148
224,732
191,612
(87,353)
(72,891)
137,379
118,721
202,192
187,986
Right-of-use
Properties
Right-of-use
Other
Right-of-use
Equipment
Total Right-of-
use Assets
$’000
74,736
1,979
-
-
(9,598)
67,117
6,688
(88)
-
(10,168)
63,549
$’000
1,912
747
-
-
(511)
2,148
602
(950)
-
(536)
1,264
$’000
116,993
21,699
(1,300)
(1,333)
(17,338)
118,721
40,316
(1,516)
(32)
(20,110)
137,379
$’000
193,641
24,425
(1,300)
(1,333)
(27,447)
187,986
47,606
(2,554)
(32)
(30,814)
202,192
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
53
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
2023
$’000
2022
$’000
9,236
476
32,388
42,100
64,472
828
80,720
8,379
693
33,801
42,873
67,831
1,499
61,702
146,020
131,032
188,120
173,905
(i) The carrying amount of equipment lease liabilities includes an offsetting fair value gain of $38,000 (2022: $286,000).
Movements in carrying amounts
Lease liabilities
properties
Lease liabilities other
Lease liabilities
equipment
Total lease liabilities
Carrying amount at 30 June 2021
Additions
Lease modifications
Repayments
Interest
Fair value gain – movement
Carrying amount 30 June 2022
Additions
Lease modifications
Repayments
Interest
Fair value gain – movement
Carrying amount 30 June 2023
$’000
82,347
1,466
514
(11,426)
3,309
-
76,210
6,687
(86)
(12,238)
3,135
-
73,708
$’000
1,933
747
-
(552)
64
-
2,192
602
(970)
(583)
63
-
1,304
$’000
98,981
24,495
-
(31,247)
3,026
248
95,503
45,610
-
(32,039)
3,786
248
$’000
183,261
26,708
514
(43,225)
6,399
248
173,905
52,899
(1,056)
(44,860)
6,984
248
113,108
188,120
Recognition and measurement – Leases
Refer Note 1.3(e) summary of significant accounting policies on the recognition and measurement of leases.
The Group leases various properties and equipment. Leases for equipment (trucks, trailers, motor vehicles, material handling
equipment and ancillary equipment) do not typically exceed 5 years. Leases for property range in tenure from 3 to 15 years depending
on the particular property. Lease terms for both property and equipment are negotiated on an individual basis and contain a wide range
of different terms and conditions.
Leases are recognised as a right-of-use asset and a corresponding liability at the date which the leased asset is available for use by the
Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit and loss.
Assets pledged as security
Refer to Note 19 for information on assets pledged as security.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
54
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
2023
$’000
2022
$’000
135
4,485
487
2,079
908
1,462
9,556
53
4,275
441
2,170
613
5,097
12,649
(9,556)
(12,649)
-
-
Movements
Employee
Benefits
Impaired
Receivables
Payables
Other
Liabilities
Other Carried Forward
Losses
Total
At 30 June 2021
(Charged)/credited to:
Profit or loss
Overprovision
$’000
3,903
$’000
$’000
397
341
$’000
2,088
$’000
421
$’000
$’000
6,111
13,261
372
-
(344)
-
100
-
82
-
192
-
(1,903)
(1,501)
889
889
At 30 June 2022
4,275
53
441
2,170
613
5,097
12,649
(Charged)/credited to:
Profit or loss
Overprovision
210
-
82
-
46
-
(91)
-
295
-
(3,691)
(3,149)
56
56
At 30 June 2023
4,485
135
487
2,079
908
1,462
9,556
17. Intangible Assets
Computer software
Accumulated amortisation
Goodwill
Accumulated impairment
Customer list
Accumulated amortisation
Total intangible assets
2023
$’000
6,244
2022
$’000
5,439
(5,097)
(4,593)
1,147
7,805
(244)
7,561
1,802
846
7,805
(244)
7,561
1,802
(1,802)
(1,784)
-
8,708
18
8,425
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
55
a.
Movements in carrying amounts
Movements in the carrying amounts for each class of intangible asset are shown below.
Carrying amount at 30 June 2021
Additions
Amortisation
Carrying amount at 30 June 2022
Additions
Amortisation
Carrying amount at 30 June 2023
Computer
Software
$’000
1,127
88
(369)
846
805
(504)
1,147
Goodwill
$’000
7,561
-
-
7,561
-
7,561
Customer
List
$’000
275
-
(257)
18
-
(18)
-
Total
$’000
8,963
88
(626)
8,425
805
(522)
8,708
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
2023
%
17.3
2.0
5.6
10.2
2022
%
16.9
2.0
6.4
9.1
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 10.2% to 12.2%
(2022: 9.1% to 11.1%) and reducing average product margin from 16.9% to 15.9% (2022: 16.9% to 15.9%). Both scenarios did not
result in impairment (2022: 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 2023 | Notes to the Consolidated Financial Statements
56
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
2023
$’000
68,811
2022
$’000
60,365
2023
$’000
2022
$’000
2,000
(82)
1,778
3,696
31,500
(62)
10,782
42,220
45,916
8,000
(82)
1,358
9,276
13,500
(144)
9,426
22,782
32,058
Bank loan – variable finance facility has a $30,000,000 limit of which $20,000,000 was drawn at 30 June 2023 (2022: $10,000,000 limit
and $6,000,000 drawn) and is utilised to fund working capital requirements and other requirements of the Group.
Bank loan – corporate finance facility has a limit of $13,500,000 which was fully drawn at 30 June 2023 (2022: Limit of $15,500,000,
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 2023 | Notes to the Consolidated Financial Statements
57
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 2021
Charged /(credited):
Profit or loss
Overprovision (i)
At 30 June 2022
Charged /(credited):
Profit or loss
Overprovision (i)
At 30 June 2023
$’000
1,228
122
-
1,350
220
-
1,570
$’000
382
279
-
661
(247)
-
414
2023
$’000
2022
$’000
1,570
414
1,350
661
35,582
24,054
289
37,855
(9,556)
28,299
101
26,166
(12,649)
13,517
Depreciation &
Amortisation
$’000
Other
Receivables
$’000
Total
$’000
16,562
295
18,467
6,603
889
24,054
11,524
4
35,582
(194)
-
6,810
889
101
26,166
188
11,685
-
4
289
37,855
(i)
After the end of the 2021 and 2022 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
2023
$’000
2022
$’000
12,881
12,510
2,065
1,735
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
58
22. Other Liabilities
Current
Contract liabilities
Other
Non-current
Other
2023
$’000
6,481
110
6,591
2022
$’000
5,607
539
6,146
7,743
8,271
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 $5,607,000
(2022: $3,934,000).
Revenue not recognised in the financial year as performance obligations not yet satisfied and classified as contract liabilities is
$6,481,000 (2022: $5,607,000).
23. Contributed Equity
Fully paid ordinary shares
The movement in fully paid ordinary shares for 2023 and 2022 is reconciled as follows:
2023
$’000
75,427
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
Issue of shares pursuant to the Dividend Reinvestment Plan
Issue of shares pursuant to the Dividend Reinvestment Plan
Balance at 30 June 2023
Note No of Shares
Issue Price
(a)
(a)
(a)
(a)
300,129,488
294,732
35.0 cents
400,000
36.5 cents
763,110
41.0 cents
400,000
31.5 cents
301,987,330
787,953
58.0 cents
629,603
91.0 cents
303,404,886
2022
$’000
74,397
$’000
73,709
103
146
313
126
74,397
457
573
75,427
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
59
a.
Dividend reinvestment plan
The company has established a dividend reinvestment plan under which holders of ordinary shares may elect to have all or part of their
dividend entitlements satisfied by the issue of new ordinary shares rather than by being paid in cash. Shares are issued under the plan
at a discount as determined by the directors but no more than 5% to the market price.
Issues pursuant to the Dividend Reinvestment Plan are:
2022 Dividends
08 October 2021
08 April 2022
2023 Dividends
07 October 2022
14 April 2023
Number of
Shares
294,732
763,110
Issue Price
35 cents
41 cents
787,953
629,603
58 cents
91 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 2023 and 2022 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
2023
$’000
689
99
-
788
2022
$’000
856
105
(272)
689
2023
$’000
27,829
34,517
(11,189)
51,157
2022
$’000
14,312
19,230
(5,713)
27,829
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
60
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
Right-of-use equipment acquired via new lease agreements
27. Earnings per Share
Basic earnings per share
Diluted earnings per share
2023
$’000
2022
$’000
34,517
19,230
42,833
(143)
99
81
248
55
-
(17,923)
(2,323)
4,547
8,446
83
701
14,782
86,003
1,030
47,606
38,614
(103)
105
81
248
(1,356)
668
(33,547)
(704)
(7,415)
12,983
1,278
1,240
8,309
39,631
416
24,495
2023
$’000
11.4
11.4
2022
$’000
6.4
6.4
Earnings used in calculating basic and diluted earnings per share – net profit
34,517
19,230
Weighted average number of ordinary shares used in calculating basic and diluted earnings per share (i) 302,696,327
300,793,889
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
Total remuneration
2023
$
2022
$
205,000
205,000
195,000
195,000
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
61
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
Termination payments on retirement
Detailed remuneration disclosures are provided in the remuneration report contained in the directors’ report.
b.
Other transactions and balances with key management personnel
Expenses
Fees for corporate uniform consultancy
2023
$
2022
$
3,236,266
2,838,455
48,505
146,117
89,406
894,400
68,791
173,736
104,884
-
4,414,694
3,185,866
2023
$
2022
$
-
227,591
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 2023 financial year $99,735 (2022: $104,884) 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
(2022: $nil).
Expense arising from equity settled share-based payment transactions
2023
$
2022
$
99,735
104,884
Total expense arising from share-based payment transactions
In the 2023 financial year, no share options were exercised. In the 2022 financial year, 800,000 share options were exercised during
the year.
99,735
104,884
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
62
Employee share option plans
Long Term Incentive (Option) Plan (LTIP)
At the 2022 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)
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
63
Options granted under LTIP to executive management personnel
In the 2023 financial year, a grant of 200,000 options for shares exercisable at $nil were granted to each of CFO J T Green, COO C R
Baker. In addition, a grant of 50,000 options for shares exercisable at $nil were granted to the GLC, B T Jones. All options granted in
2023 financial year are pursuant to the LTIP.
Options granted under LTIP to employees or other eligible participants
In addition to the KMP share options issued in the 2023 financial year, a further 100,000 options for shares issued to eligible employees
under the LTIP.
Fair value of options granted under LTIP – 2023 financial year
During the 2023 financial year, the Group issued share options under the LTIP to the COO, CFO and other senior executives. The
share options issued are subject to the below performance hurdles:
•
•
50% of the share options will vest if an underlying Earnings Per Share (EPS) target is achieved; and
50% of the share options will vest if a Total Shareholder Return (TSR) target is achieved.
A binomial valuation model has been used to determine the fair value at grant date for the share options with an EPS performance
hurdle.
A trinomial lattice pricing model incorporating a Monte Carlo simulation has been used to determine the fair value at grant date for the
share options with a TSR performance hurdle.
The below assumptions were used in determining the fair value of the share options granted during the 2023 financial year:
Model inputs
Number of share options
Grant date
Exercise price
Vesting period
Risk-free interest rate % (i)
Volatility % (ii)
Share price at grant date
Fair value per share option – EPS
performance hurdle
Fair value per share option – TSR
performance hurdle
FY2023
550,000
13 December 2022
$nil
01 July 2022 to 30 June 2025
3.40%
49.0%
$0.6950
$0.3600
$0.6053
(i)
Risk-free rate is based on the Australian Government 10 year bond rate as at the grant date.
(ii) Expected volatility is based on the historic volatility of Lindsay Australia Limited (LAU) shares over a period of time.
Fair value of options granted under LTIP – 2022 financial year
During the 2022 financial year, the Group issued share options under the LTIP to the COO and CFO. The share options issued are
subject to the below performance hurdles:
•
•
50% of the share options will vest if an underlying Earnings Per Share (EPS) target is achieved; and
50% of the share options will vest if a Total Shareholder Return (TSR) target is achieved.
A Black Scholes option valuation model was used to determine the fair value of the options at grant date. The below assumptions were
used in determining the fair value of the share options granted during the 2022 financial year.
Model inputs
Number of share options
Grant date
Exercise price
Vesting period
Risk-free interest rate % (i)
Volatility % (ii)
Share price at grant date
Fair value per share option
FY2022
400,000
21 October 2021
$nil
01 July 2021 to 30 June 2024
1.73%
32.8%
$0.3800
$0.3219
(iii) Risk-free rate is based on the Australian Government 10 year bond rate as at the grant date.
(iv) Expected volatility is based on the historic volatility of Lindsay Australia Limited (LAU) shares over a period of time.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
64
Weighted average exercise price
The weighted average exercise price (WAEP) and movements in the options during the year are detailed below. In the 2022 financial
year, 800,000 share options were exercised at $nil.
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
2023
Number
800,000
550,000
-
-
1,350,000
400,000
2022
WAEP
Number
WAEP
-
-
-
-
-
-
1,200,000
400,000
-
(800,000)
800,000
-
-
-
-
-
-
-
Shares issued pursuant to exercise of options
No shares were issued pursuant to exercise of share options in the 2023 financial year.
In the 2022 financial year, 800,000 shares were issued pursuant to the exercise of share options.
Date
Shares issued
Share price at issue date Option exercise price
22 November 2021
400,000
31 May 2022
400,000
$0.4100
$0.4000
$nil
$nil
Summary of options outstanding
The share options outstanding at the end of the year had an exercise price of nil (2022: nil).
A summary of the status of the Groups equity settled share option plans at 30 June 2023 is presented below. When vested and
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 Exercise
Price
Number
Issued
Number
Forfeited
Number
Vested
Number
Exercised
LTIP – FY20
LTIP – FY22
LTIP – FY23
30.7
32.2
36.0
LTIP – FY23
60.5
October 2019 October 2026
October 2021 October 2025
December
2022
December
2022
December
2026
December
2026
$nil
$nil
$nil
400,000
400,000
275,000
$nil
275,000
1,350,000
-
-
-
-
-
400,000
-
-
-
400,000
-
-
-
-
-
Balance
30 June
2023
400,000
400,000
275,000
275,000
1,350,000
Modification of share-based payment arrangements
No modifications to share based payments occurred in the 2023 or 2022 financial years.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
65
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 %
2023
Equity
Holding %
2022
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 2023 | Notes to the Consolidated Financial Statements
66
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 2023 and 2022 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 (2022: none). The largest individual customer accounts for
8.1% of external revenues (2022: 4.16%).
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
67
Segment information
2023
Revenue
Revenue for services (i)
Revenue for sale of goods (ii)
Other income (refer note 5 for a breakdown of other income)
Total segment revenue/income
Inter-segment revenue elimination
Total segment revenue/income
EBITDA
Total depreciation and amortisation
EBIT
Finance costs (net of bank interest received – refer note 5 for breakdown)
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
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
Total depreciation and amortisation
EBIT
Finance costs (net of bank interest)
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
519,884
-
-
164,503
3,143
754
523,027
165,257
-
-
2,598
2,598
519,884
164,503
6,495
690,882
(6,608)
(1,534)
-
(8,142)
516,419
163,723
2,598
682,740
109,333
11,214
(19,253)
101,294
35,749
73,584
2,276
1,402
5,682
42,833
9,812
(24,935)
58,461
138
6,650
9,064
71,308
9,674
(31,585)
49,397
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
31,816
1,461
5,337
38,614
42,898
10,780
(19,511)
34,167
2,413
111
4,102
6,626
40,485
10,669
(23,613)
27,541
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
68
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.
5,551
1,806
2023
$’000
2022
$’000
35. Contingent Liabilities
Guarantees
Guarantees to secure lease obligations
Total Guarantees
Cross guarantees have been given as described in Note 33.
Other
2023
$’000
8,093
8,093
2022
$’000
7,884
7,884
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 2023 | Notes to the Consolidated Financial Statements
69
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
2023
$’000
2022
$’000
1,007
427,026
276,280
339,196
75,428
11,614
788
87,830
21,619
21,619
-
-
1,542
440,473
317,262
364,203
74,398
1,184
688
76,270
3,701
3,701
-
-
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 $108,563,653 (2022: $95,625,248) 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 $17,142,331 (2022: $10,946,514).
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 $9,297,000 (3.0 cents per
fully franked) for the year ended 30 June 2023.
Appointment of Chief Executive Officer
Following M K Lindsay’s retirement on 23 June 2023, C R Baker (Chief Operating Officer) was appointed as Interim Chief Executive
Officer. Following the end of the financial year, C J McDonald commenced on the 17 July 2023 as Chief Executive Officer.
Mr McDonald has extensive leadership experience in the transport and logistics sector and was previously Group Executive Bulk at
Aurizon Limited. Mr McDonald has held a number of senior executive positions at Aurizon since 2008, prior to which he was employed
at Toll Group between 2001 and 2008.
Lindsay Australia Limited | Annual Report 2023 | Notes to the Consolidated Financial Statements
70
Acquisition of W.B. Hunter Pty Ltd
On 07 August 2023, the group acquired 100% of the share capital of W.B. Hunter Pty Ltd (“WB Hunter”). The key strategic and
commercial rationale for the acquisition include:
•
•
•
•
•
Acquiring a market-leading supplier of rural merchandise and complimentary products and services;
Establishing a regional footprint complementary to Lindsay Rural’s store network;
Enhanced exposure to the rapidly growing Australian agribusiness segment and the introduction of new products and services
to the Lindsay Rural network;
Provides a strategic entry point into the Victorian and New South Wales agricultural supply market and a platform for
continued pursuit of growth opportunities for Lindsay
Longstanding customer base with enduring relationships and loyalty evidenced through strong repeat buying behaviour.
As at the date of this report, the group has not completed the initial accounting for the business combination. The following disclosures
therefore represent preliminary estimates of the fair value of consideration payable for the acquisition, the carrying value of net assets
acquired (prior to any adjustments being recognised to reflect such net assets at their fair values), identifiable intangible assets and
goodwill to be recognised as a result of the business combination. The actual amounts arising on completion of the initial accounting
for the business combination are expected to vary.
Purchase Consideration
Cash consideration paid
Deferred consideration1
Scrip consideration2
Total purchase consideration
Fair value of Identifiable Net Assets Acquired
Cash and cash equivalents
Trade and other receivables3
Inventories
Investments
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Trade and other payables
Current tax liabilities
Employee provisions
Lease liabilities
Net identifiable assets acquired (excl. intangible assets4)
Add: Goodwill and other intangible assets4
Total purchase consideration
$’000
22,036
13,541
7,987
43,564
10,298
9,700
14,076
123
3,056
5,146
178
(9,536)
(521)
(1,090)
(5,907)
25,523
18,041
43,564
1 The group is required to pay an agreed amount for inventory held by WB Hunter at the acquisition date in four quarterly instalments over the period ending 12
months from the acquisition date. A discount rate of 6.25% has been applied in measuring the fair value of this deferred consideration, consistent with the group’s
prevailing cost of debt at the acquisition date.
2 Total of 6,493,506 shares in Lindsay Australia Limited were issued as part of the consideration, with the fair value of consideration measured with reference to the
share price as at the acquisition date.
3 Receivables stated above is the net of gross contractual amounts receivable ($10,570,000) net of the group’s best estimate of contractual cash flows not expected
to be received ($870,000).
4 As at the date of this report, the group has not yet identified and valued intangible assets (other than goodwill) acquired. For purposes of the above disclosures,
“goodwill” therefore incorporates all such assets. Identifiable assets acquired may include items such as customer relationships, non-compete arrangements, and
brand names.
Factors that make up the goodwill recognised on the transaction include the expected synergies arising from the transaction as
described above, and intangible assets which do not qualify for separate recognition under Australian Accounting Standards, such as
the value of the acquired workforce. No amount of goodwill is expected to be deductible for tax purposes.
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 2023 | Notes to the Consolidated Financial Statements
71
Directors’ Declaration
In the directors’ opinion:
a.
The attached financial statements and notes are in accordance with the Corporations Act 2001, including:
i.
ii.
Complying with Accounting Standards, the Corporations Regulations 2001; and other mandatory professional reporting
requirements, and
Giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2023 and of its
performance for the financial year ended on that date; and
There are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and
payable; 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.
b.
c.
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
28 August 2023
Lindsay Australia Limited | Annual Report 2023 | Directors’ Declaration
72
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 2023, the consolidated
statement of profit and loss and other 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) giving a true and fair view of the Group’s financial position as at 30 June 2023 and of its financial
performance for the year then ended; and
b) 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.
Lindsay Australia Limited | Annual Report 2023 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
73
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.
Key audit matter
Impairment of goodwill
Refer to Note 17: Intangible Assets
At 30 June 2023 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.
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.
How our audit addressed the matter
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;
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 2023, 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 2023 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
74
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 2023 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
75
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 26 of the directors’ report for the year ended 30
June 2023. In our opinion, the Remuneration Report of Lindsay Australia Limited, for the year ended 30 June 2023,
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
JASON EVANS
Partner
Brisbane, Queensland
28 August 2023
Lindsay Australia Limited | Annual Report 2023 | Independent Auditor’s Report to the Members of Lindsay Australia Limited
76
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) Constitution;
b) Corporate Governance Charter, inclusive of the Board Charter and Committee Charters;
c) Code of Conduct;
d) Securities Trading Policy;
e) Continuous Disclosure Policy;
f)
Shareholder Communications and Shareholder Meetings Policy;
g) Risk Management Policy;
h) Diversity Policy;
i) Whistleblower Protection Policy;
j)
Anti-Bribery and Corruption Policy; and
k) Modern Slavery Statement 2022.
Contents
Principle 1
Principle 2
Principle 3
Principle 4
Principle 5
Principle 6
Principle 7
Principle 8
78
80
81
82
83
84
85
86
Lindsay Australia Limited | Annual Report 2023 | Corporate Governance Statement
77
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)
the respective roles and responsibilities of its board and management; and
b)
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) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a
director; and
b) 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 appointment letters and 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 directors 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 2023 | Corporate Governance Statement
78
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 Company’s workforce
Percentage of women in management positions
Recommendation 1.6
A listed entity should:
Objective
15%
20%
2023
12%
11%
2022
10%
11%
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, individual directors
and 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 2023 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 basis or
both. The CEO is responsible for these reviews.
Lindsay Australia Limited | Annual Report 2023 | Corporate Governance Statement
79
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 size, the board can undertake all functions that would be delegated to a nomination
committee and therefore a nomination committee has not been established. 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 markets
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 of the ASX Corporate Governance
Principles and Recommendations 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 2023 | Corporate Governance Statement
80
Appointment
Resignation
Director
Status
Date
Date
Length of Service
Interest/Association
M K Lindsay Executive
Non-Independent Director
R L Green
Non-Executive
Independent Director
26/11/1996
23/06/2023
26 years (as at 26/11/2022) Chief Executive Officer
26/08/2019
3 years (as at 26/08/2022)
I M Williams Non-Executive
03/09/2021
1 year (as at 03/09/2022)
Current Board Chair
Independent Director
M R Stubbs Non-Executive
03/09/2021
1 year (as at 03/09/2022)
Independent Director
S P Cantwell Non-Executive
17/12/2021
1 year (as at 17/12/2022)
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 has 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 I M Williams an independent director is the current chair. Mr M K Lindsay (upto his retirement on 23 June 2023) was 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 referred to as the “Lindsay Way” they
are:
Safety Always;
People Focused;
Value Family;
•
•
•
• Community Supportive;
• Customer and Supplier Orientated; and
•
Industry Innovators.
Lindsay Australia Limited | Annual Report 2023 | Corporate Governance Statement
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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. Any material breaches are reported to the board.
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 is disclosed on the Company’s website and 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 is disclosed on the Company’s website and 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.
The 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.
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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.
Lindsay Australia Limited | Annual Report 2023 | Corporate Governance Statement
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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 reports, other relevant publications, disclosures and investor information. The specific governance related
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 Shareholder 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 Shareholder 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 holders
can also contact the Company electronically via the Company’s website.
Lindsay Australia Limited | Annual Report 2023 | Corporate Governance Statement
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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.
The chair of the committee 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 risk management framework, 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. 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 with oversight through the audit and risk committee. Risks are
monitored on a regular basis and prevention or mitigation measures adopted as appropriate. The Company has undertaken a review
and implemented measures to improve the risk management framework by reference to industry standards.
Policies and procedures have been established in relation to a range of 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 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.
Lindsay Australia Limited | Annual Report 2023 | Corporate Governance Statement
85
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 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 and refrigeration related technologies by reference to actual or potential positive
environmental and social sustainability impact. The Company has commenced the process to deliver its first sustainability strategy
during CY2023.
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 the Modern Slavery Act, in FY2022
the Company published its second 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.
Lindsay Australia Limited | Annual Report 2023 | Corporate Governance Statement
86
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:
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. The only direct link between remuneration and performance of the Company for the
CEO and senior executives is by the potential issue of options over shares under the Company’s Long Term Incentive (Option) Plan. All
current unquoted options issued to the CEO and senior executives are detailed in the Remuneration Report contained in the Director’s
Report in the Annual Report.
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 2023 | Corporate Governance Statement
87
Shareholder Information
Information relating to security holders as at 30 June 2023.
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
350
738
429
1,291
262
3,070
170,950
2,061,586
3,428,576
45,919,985
251,823,789
303,404,886
Number of holdings less than a marketable parcel of shares – 147 (15,389 shares)
Top Twenty Shareholders
Name
Number of
Shares
% of Issued
Shares
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
NATIONAL NOMINEES LIMITED
ANKLA PTY LTD
BKI INVESTMENT COMPANY LIMITED
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
LINDSAY SUPER CO PTY LTD
MR THOMAS LINDSAY KELSELL
MR NICHOLAS BARRY DEBENHAM & MRS ANNETTE CECILIA DEBENHAM
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
K & D LINDSAY PTY LTD
MR NICHOLAS BARRY DEBENHAM
T MITCHELL PTY LTD
BNP PARIBAS NOMS(NZ) LTD
MS GRETA MARJORIE LINDSAY
MANDEL PTY LTD
WARBONT NOMINEES PTY LTD
UBS NOMINEES PTY LTD
MR FRED SALOME
SHACK TIME PTY LTD
Totals: Top 20 holders
57,941,599
17,632,817
17,258,030
16,783,130
14,929,695
10,245,203
6,668,374
5,912,224
5,564,794
5,243,195
4,022,148
3,205,003
3,082,000
3,047,315
2,328,551
2,325,000
2,013,656
1,705,623
1,500,000
1,314,922
182,723,279
19.10
5.81
5.69
5.53
4.92
3.38
2.20
1.95
1.83
1.73
1.33
1.06
1.02
1.00
0.77
0.77
0.66
0.56
0.49
0.43
60.22
Lindsay Australia Limited | Annual Report 2023 | Shareholder Information
88
Substantial Shareholders
The names of substantial shareholders who have notified the company in accordance with section 671B of the Corporations Act
2001 are:
Name
Date of Notice Number of Shares % of Issued Shares
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
10/10/2022
57,941,599
MIZIKOVSKY GROUP
16/05/2023
19,693,030
19.14
6.49
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
Unlisted share options over ordinary shares
Vested (issued October 2019)
Unlisted share options over ordinary shares
Not vested (issued October 2021)
Unlisted share options over ordinary shares
Not vested (issued December 2022)
Quantity
400,000
400,000
550,000
Exercise Price
$nil
$nil
$nil
Lindsay Australia Limited | Annual Report 2023 | Shareholder Information
89